UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(A)

14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

/X /[ ] Preliminary Proxy Statement. Statement

//[ ] Confidential, for useFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). 

/      /[X] Definitive Proxy Statement.Statement

//[ ] Definitive Additional Materials. Materials

//[ ] Soliciting Material Pursuant to § 240.14a-12. Section 240.14a-12

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EATON VANCE CALIFORNIA MUNICIPAL BOND FUND

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

EATON VANCE ENHANCED EQUITY INCOME FUND

EATON VANCE ENHANCED EQUITY INCOME FUNDEaton Vance Enhanced Equity Income Fund II

EATON VANCE FLOATING-RATE 2022 TARGET TERM TRUSTEaton Vance Risk-Managed Diversified Equity Income Fund

EATON VANCE HIGH INCOME 2021 TARGET TERM TRUSTEaton Vance Tax-Managed Buy-Write Income Fund

EATON VANCE LIMITED DURATION INCOME FUNDEaton Vance Tax-Managed Buy-Write Opportunities Fund

EATON VANCE MUNICIPAL BOND FUNDEaton Vance Tax-Managed Buy-Write Strategy Fund

EATON VANCE MUNICIPAL INCOME TRUST

EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST

EATON VANCE NEW YORK MUNICIPAL BOND FUND

EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND

EATON VANCE TAX-MANAGED BUY-WRITE STRATEGY FUND

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND

EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND INCOME FUND

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUND

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

(Name of Registrant as Specified in itsIts Charter)

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Eaton Vance Closed-End FundsEnhanced Equity Income Fund II

Eaton Vance Risk-Managed Diversified Equity Income Fund

Eaton Vance Tax-Managed Buy-Write Income Fund

Eaton Vance Tax-Managed Buy-Write Opportunities Fund

Eaton Vance Tax-Managed Buy-Write Strategy Fund

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

Two International Place

Boston, Massachusetts 02110

November [25], 2020February 23, 2021

Dear Shareholder:

WeYou are cordially invite youinvited to attend the joint special meetingAnnual Meeting of shareholdersShareholders of the Eaton Vance Closed-End Funds listed herein (each, a “Fund” and, collectively, the “Funds”) scheduled toyour Fund, which will be held at the principal office of the Funds,each Fund, Two International Place, Boston, Massachusetts 02110, on January 7,Thursday, April 15, 2021 at 11:30 a.m. Eastern Time (the “Meeting”)(Eastern Time).

At this meeting you will be asked to consider the election of Trustees. The Meeting is being held to approve matters important to your Fund(s) relating to Morgan Stanley’s proposed acquisition of Eaton Vance Corp. (“EVC”).

On October 7, 2020, EVC, the parent company of the Funds’ investment adviser, Eaton Vance Management (“Eaton Vance”), entered into a definitive agreement with Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth management, and investment management services, pursuant to which Morgan Stanley will acquire EVC, subject to the completion or waiver of various conditions (the “Transaction”).  The Transaction may be deemed to cause each Fund’s current investment advisory agreement with Eaton Vance and the current investment sub-advisory agreements between Eaton Vance and Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), with respect to certain Funds, to terminate in accordance with applicable law.  In order to help ensure that each Fund’s operations continue uninterrupted upon consummation of the Transaction, we are asking shareholders of each Fund to approve a new investment advisory agreement and, as applicable, a new sub-advisory agreement.  Each Fund’s Board of Trustees (the “Board”) has approved its new agreement(s).  It is important to note that the investment advisory fee rate(s) of your Fund(s) under the new agreement(s) will not change as a result of the Transaction, that the Transaction is not expected to result in any change in the investment objective(s) or strategies of your Fund(s), and that the portfolio managers for your Fund(s) are expected to continue in such roles upon consummation of the Transaction.

As more fully described in the enclosed Proxy Statement, the purpose of the Meeting is to seek your vote on the following matters relating to the Transaction: (i) the approval of a new investment advisory agreement with Eaton Vance and (ii) for certain Funds, the approval of a new investment sub-advisory agreement with either EVAIL or Parametric, as applicable.  

The Boards have carefully considered each of these proposals and, as described more fully in the enclosed Proxy Statement, unanimously recommend that shareholders vote FOR each proposal. In particular, the Boards believe that approving the new investment advisory agreements with Eaton Vance and, as applicable, the new investment sub-advisory agreements with EVAIL and Parametric, is in the best interests of the Funds.

proxy statement contains additional information.

We hope that you will be able to attend the Meeting.meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. WeI urge you to mark,complete, sign date, and maildate the enclosed proxy card and return it in the enclosed postage-paid envelope provided or to record your voting instructions by telephone or via the internet as soon as possible to ensureassure that your shares are represented at the Meeting.

Your vote is important to us.  We appreciate your consideration of these important matters.  If you have questions about the proposals, please call our proxy information line at [  ] or contact your financial intermediary.meeting.

Sincerely, yours,

/s/ Thomas E. Faust Jr.Edward J. Perkin

Thomas E. Faust Jr.Edward J. Perkin

President and Chief Executive Officer

Eaton Vance Management

YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

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Table of Contents

Notice of Joint SpecialIt is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting of Shareholders1

General Information[  ]

Questions and Answers[  ]

The Proposals[  ]

Further Information About Voting and the

Joint Special Meeting[  ]

Additional Meeting Information[  ]

Additional Information[  ]

Appendix A –Investment Advisory Agreements: 

CompensationA-1

Appendix B –Investment Advisory and Administrative 

Agreements: CompensationB-1

Appendix C –Investment Sub-Advisory Agreements:  

CompensationC-1

Appendix D –Number of Shares Outstanding as ofdesire to vote at the Annual Meeting.

Record DateD-1

Appendix E –Form of New Investment Advisory 

AgreementE-1

Appendix F –Form of New Investment Advisory and  

Administrative AgreementF-1

Appendix G –Investment Advisory Agreements: 

Dates and ApprovalsG-1

Appendix H –Board ConsiderationsH-1

Appendix I – Form of New EVAIL Investment Sub- 

Advisory AgreementI-1

Appendix J –Form of New Parametric Investment  

Sub-Advisory AgreementJ-1

Appendix K –Investment Sub-Advisory Agreements;  

Dates and ApprovalsK-1

Appendix L –Submission of Shareholder ProposalsL-1

Appendix M –Other Similar Funds Advised or Sub-

Advised by Eaton Vance or ParametricM-1Enhanced Equity Income Fund II

Appendix N –Payments to Eaton Vance EVAIL,  Risk-Managed Diversified Equity Income Fund

Parametric or AffiliatesN-1Eaton Vance Tax-Managed Buy-Write Income Fund

Appendix O –Eaton Vance Tax-Managed Buy-Write Opportunities Fund Trustees and OfficersO-1

Appendix P –5% OwnershipP-1Eaton Vance Tax-Managed Buy-Write Strategy Fund

Appendix Q – Affiliated Brokerage CommissionsQ-1

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

NOTICE OF JOINT SPECIALANNUAL MEETING OF SHAREHOLDERS

ToImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be heldHeld on January 7, 2021Thursday, April 15, 2021: The Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Shareholder Report are available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

EATON VANCE CALIFORNIA MUNICIPAL BOND FUND (EVM)

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST (CEV)

EATON VANCE ENHANCED EQUITY INCOME FUND (EOI)

EATON VANCE ENHANCED EQUITY INCOME FUND II (EOS)

EATON VANCE FLOATING-RATE 2022 TARGET TERM TRUST (EFL)

EATON VANCE HIGH INCOME 2021 TARGET TERM TRUST (EHT)

EATON VANCE LIMITED DURATION INCOME FUND (EVV)

EATON VANCE MUNICIPAL BOND FUND (EIM)

EATON VANCE MUNICIPAL INCOME TRUST (EVN)

EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST (ETX)

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST (EOT)

EATON VANCE NEW YORK MUNICIPAL BOND FUND (ENX)

EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND (ETJ)

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND (EVG)

EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND (ETB)

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND (ETV)

EATON VANCE TAX-MANAGED BUY-WRITE STRATEGY FUND (EXD)

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND (ETY)

EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND (EVT)

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND (ETW)

EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND (EXG)

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND INCOME FUND (ETG)

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUND (ETO)

(The Annual Meeting of Shareholders of each of the above registered investment companies, each a “Fund” and, collectively,Massachusetts business trust (collectively, the “Funds”)

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF THE FUNDS SCHEDULED TO BE HELD ON JANUARY 7, 2021: The notice of joint special meeting of shareholders, Proxy Statement, and the forms of proxy card are available at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

To the shareholders of the Funds:

The joint special meeting of shareholders of your Fund(s), will be held on January 7, 2021 at 11:30 a.m., Eastern Time, at the principal office of the Funds,each Fund, Two International Place, Boston, Massachusetts 02110, (the “Meeting”)on Thursday, April 15, 2021 at 11:30 a.m. (Eastern Time), to considerfor the following proposals (each, a “Proposal”).purposes:

Proposals:

1.Approval of a new investment advisory agreement forAlthough each Fund listed below with Eaton Vance Management (“Eaton Vance”)

1A.(EVM, CEV, EOI, EOS, EVV, EIM, EVN, ENX, ETJ, EVG, ETB, ETV, ETY, EVT, ETW, EXG, ETG, and ETO) Approvalis holding a separate meeting, the meetings will be held concurrently. Shareholders of a new investment advisory agreement with Eaton Vance to continue to serve as the Fund’s investment adviser

1B.(EFL, EHT, ETX, EOT, and EXD) Approval of a new investment advisory and administrative agreement with Eaton Vance to continue to serve as the Fund’s investment adviser and administrator

2.Approval of a new investment sub-advisory agreement for each Fund listed below

2A.(ETG, ETO, and EXG) Approval of a new investment sub-advisory agreement with Eaton Vance Advisers International Ltd.will vote separately. Any such vote FOR or AGAINST the proposal will also authorize the persons named as proxies to continue to serve as the Fund’s investment sub-adviser

2B.(ETB, ETV, ETW, and EXD) Approval of a new investment sub-advisory agreement with Parametric Portfolio Associates LLC to continue to serve as the Fund’s investment sub-adviser

Holders of record of sharesvote accordingly FOR or AGAINST any such adjournment of the Funds listed above atAnnual Meeting of Shareholders.

The Board of Trustees of each Fund has fixed the close of business on October 29, 2020 who have voting power with respectFebruary 2, 2021 as the record date for the determination of the shareholders of a Fund entitled to such shares are entitlednotice of and to vote at the Meetingmeeting and at any adjournments or postponements thereof. As part of our effort to maintain a safe and healthy environment at theour Annual Meeting, the FundsFund and the Funds’ Boards of Trustees (each a “Board” and, collectively, the “Boards”)Board are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities regardingdevelopments with respect to the novel coronavirus, disease, COVID-19.COVID-19, and the advice and guidance of public health officials. For that reason, the Boards reserveBoard reserves the right to reconsider the date, time and/or means of convening the Meeting for one or more Funds.Annual Meeting.  Subject to any restrictions imposed by applicable law, the BoardsBoard may choose to conduct the Meeting of one or more Fundsmeeting solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications.  If the Boards chooseBoard chooses to change the date, time and/or means of convening the Annual Meeting, for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the U.S. Securities and Exchange Commission as additional proxy material. 

This notice and the related proxy materials firstAttendees are being mailedalso encouraged to shareholdersreview guidance from public health authorities on or about November [25], 2020.  This proxy is being solicited on behalf of each Fund’s Board.this issue. 

By Order of theeach Board of Trustees

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary

We urge youFebruary 23, 2021

Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of their Fund(s) avoid the necessity and additional expense to mark, sign, date, and mailthe Funds of further solicitations by promptly returning the enclosed proxy cardproxy. The enclosed addressed envelope requires no postage if mailed in the postage-paid envelope provided or to recordUnited States and is intended for your voting instructions by telephone or via the internet so that your shares are represented at the Meeting.convenience.

Eaton Vance Enhanced Equity Income Fund II

November [25], 2020Eaton Vance Risk-Managed Diversified Equity Income Fund

Eaton Vance Tax-Managed Buy-Write Income Fund

Eaton Vance Tax-Managed Buy-Write Opportunities Fund

Eaton Vance Tax-Managed Buy-Write Strategy Fund

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

Two International Place

Boston, Massachusetts 02110

PROXY STATEMENT

For the Joint Special Meeting of Shareholders

To be held on January 7, 2021

EATON VANCE CALIFORNIA MUNICIPAL BOND FUND (EVM)

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST (CEV)

EATON VANCE ENHANCED EQUITY INCOME FUND (EOI)

EATON VANCE ENHANCED EQUITY INCOME FUND II (EOS)

EATON VANCE FLOATING-RATE 2022 TARGET TERM TRUST (EFL)

EATON VANCE HIGH INCOME 2021 TARGET TERM TRUST (EHT)

EATON VANCE LIMITED DURATION INCOME FUND (EVV)

EATON VANCE MUNICIPAL BOND FUND (EIM)

EATON VANCE MUNICIPAL INCOME TRUST (EVN)

EATON VANCE MUNICIPAL INCOME 2028 TERM TRUST (ETX)

EATON VANCE NATIONAL MUNICIPAL OPPORTUNITIES TRUST (EOT)

EATON VANCE NEW YORK MUNICIPAL BOND FUND (ENX)

EATON VANCE RISK-MANAGED DIVERSIFIED EQUITY INCOME FUND (ETJ)

EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND (EVG)

EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND (ETB)

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND (ETV)

EATON VANCE TAX-MANAGED BUY-WRITE STRATEGY FUND (EXD)

EATON VANCE TAX-MANAGED DIVERSIFIED EQUITY INCOME FUND (ETY)

EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND (EVT)

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND (ETW)

EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND (EXG)

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND INCOME FUND (ETG)

EATON VANCE TAX-ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUND (ETO)

(each, a “Fund” and, collectively, the “Funds”)

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General Information

This Proxy Statementproxy statement is being furnished in connection with the solicitation of proxies by the BoardsBoard of Trustees (each, a “Board”of Eaton Vance Enhanced Equity Income Fund II (the “Enhanced Equity Fund”), Eaton Vance Risk-Managed Diversified Equity Income Fund (the “Risk-Managed Fund”), Eaton Vance Tax-Managed Buy-Write Income Fund (the “Buy-Write Income Fund”), Eaton Vance Tax-Managed Buy-Write Opportunities Fund (the “Buy-Write Opportunities Fund”), Eaton Vance Tax-Managed Buy-Write Strategy Fund (the “Buy-Write Strategy Fund”) and collectively,Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the “Global Buy-Write Opportunities Fund”) (collectively, the “Boards”“Funds”). The proxies will be voted at the Annual Meeting of the FundsShareholders of each Fund and at aany adjournments or postponements thereof. The meeting towill be held jointly at the principal office of the Funds, Two International Place, Boston, Massachusetts 02110, on January 7,Thursday, April 15, 2021 at 11:30 a.m. (Eastern Time), and at any and all adjournments or postponements thereof (the “Meeting”), at which shareholdersthe principal office of each Fund, Two International Place, Boston, Massachusetts 02110. The meeting will be asked to approve a new investment advisory agreement with Eaton Vance Management (“Eaton Vance”) and shareholders of certain Funds will also be asked to approve a new investment sub-advisory agreement (each, a “Proposal” and, collectively,held for the “Proposals”).

This Proxy Statement, along with the enclosed Notice of Joint Special Meeting of Shareholders andpurposes set forth in the accompanying notice. This proxy card(s),material is being mailed to shareholders on or about November [25], 2020.  It explains what you should know before voting on the matters described herein.  Please read it carefully and keep it for future reference.

Eaton Vance provides investment advisory and administrative services to each of the Funds.  For some Funds, Eaton Vance provides investment advisory services pursuant to an

investment advisory agreement and administrative services pursuant to a separate administrative services agreement.  For other Funds, Eaton Vance provides investment advisory and administrative services pursuant to a single investment advisory and administrative agreement.  For the purposes of this Proxy Statement, the term “investment advisory agreement” is, unless otherwise noted, used to refer to both types of agreements.  

In addition, certain Funds have investment sub-advisory relationships with either Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), each of which is an affiliate of Eaton Vance. For the purposes of this Proxy Statement, the term “investment sub-advisory agreement” is, unless otherwise noted, used to refer to agreements with EVAIL and agreements with Parametric.  

It is important to note that implementation of the Proposals below is subject to the closing of the Transaction (as defined below).  Should the Transaction not be completed as scheduled or at all, no Proposal would be implemented regardless of how shareholders vote.

Shareholders are not entitled to any appraisal rights or similar rights of dissenters in connection with either Proposal to be considered at the Meeting.

Questions and Answers

Q:Why am I being asked to vote?

A:On October 7, 2020, Eaton Vance Corp. (“EVC”), the parent company of Eaton Vance, each Fund’s investment adviser, entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Morgan Stanley pursuant to which Morgan Stanley will acquire EVC and its affiliates, including Eaton Vance (the “Transaction”). The closing of the Transaction is subject to the completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the “Closing”).   February 23, 2021.

The Transaction is relevant to your Fund(s) because Eaton Vance serves as investment adviser to the Funds.  In addition, certain Funds have investment sub-advisory relationships with either EVAIL or Parametric, each of which is a subsidiary of EVC. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.

Upon the Closing, each Fund’s investment advisory agreement with Eaton Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric may be deemed to automatically terminate.  This is because the Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as the Funds, requires investment advisory and investment sub-advisory agreements to terminate automatically in the event of an assignment of the agreement.    

Each Fund’s Board unanimously recommends that you approve a new investment advisory agreement with Eaton Vance and, if applicable, a new investment sub-advisory agreement with EVAIL or Parametric, to ensure that these entities will continue to serve as the Funds’ investment advisers and, if applicable, sub-advisers upon the Closing.  In connection with the Transaction, Eaton Vance proposed, and each Fund’s Board approved, certain updates to the provisions of its current investment advisory agreement with Eaton

Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric. This Proxy Statement describes the Transaction and the new investment advisory agreement and, if applicable, investment sub-advisory agreement for each Fund.

Q:How will the Transaction affect Eaton Vance, EVAIL, and Parametric?

A:Following the Closing, Eaton Vance, is expected to operate as an indirect wholly-owned subsidiary of Morgan Stanley and is expected to retain its existing portfolio management and other key personnel who provide services to the Funds.  Further, EVAIL and Parametric are expected to maintain their respective portfolio management and other key personnel who provide services to the Funds. 

Q:How will the Transaction potentially benefit my Fund?

A:It is expected that the Transaction will deliver long-term financial benefits for the Funds.  The combined business of EVC and Morgan Stanley will offer a unique public and private market investment solution set to clients in the industry and is expected to have the resources to bring deep capital markets and value-added service excellence to EVC and its affiliates’ relationships.  Approval of the new investment advisory and investment sub-advisory agreements will provide continuity of the investment program you selected through your investment in the Fund(s) and help to ensure that each Fund’s operations continue uninterrupted after the Closing. 

Q:How does the proposed new investment advisory agreement differ from my Fund’s current investment advisory agreement?

A:While certain provisions have been updated, the proposed new investment advisory agreements with Eaton Vance are substantially similar to the current investment advisory agreements with Eaton Vance, and the proposed new investment sub-advisory agreements with EVAIL and Parametric are substantially similar to the current investment sub-advisory agreements with EVAIL and Parametric, respectively.  The services that your Fund(s) will receive under the new investment advisory agreement and, if applicable, investment sub-advisory agreement are expected to be substantially similar to those it receives under the current investment advisory agreement and, if applicable, investment sub-advisory agreement. 

The material differences between (i) the provisions of the proposed new investment advisory agreement and each Fund’s current investment advisory agreement and, if applicable, (ii) the provisions of the proposed new investment sub-advisory agreement and a Fund’s current investment sub-advisory agreement, are described in more detail within this Proxy Statement and in various Appendices to this Proxy Statement.

Q:Will my Fund’s contractual management fee rates increase?

A:No.  As shown in Appendices A and B hereto, respectively, the investment advisory fee rates and the investment advisory and administrative services fee rates (referred to collectively as “management fee” rates) proposed for the Funds will remain the same as under their existing agreements.  No sub-adviser will receive increased investment sub-advisory fees as a result of the Transaction, as shown in Appendix C. 

Q:Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the portfolio management, investment objective(s), or investment strategy of my Fund?

A:No. The new agreements are not expected to result in any changes to any Fund’s investment objective(s) or investment strategy.  Further, the portfolio managers for each Fund are expected to continue in such roles upon the Closing. 

Q:Will one Proposal pass if the other Proposal is not approved?

A:The Proposals are subject to the Closing.  If the Closing does not occur, the Proposals will be deemed null and the Boards will consider whether other appropriate actions are warranted.  Proposal 1 is not contingent on the approval of Proposal 2.  Proposal 2, with respect to a particular Fund, is contingent upon approval of Proposal 1 by shareholders of that Fund. If the shareholders of a given Fund do not approve Proposal 1, Proposal 2 will be deemed null with respect to that Fund and the Board of that Fund will then consider whether other appropriate actions, if any, are warranted. 

Q:Will the Transaction be completed if this Proposal is not approved?

A:The Closing may take place even if shareholders of a Fund(s) do not approve the Proposal(s).  If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement. In addition, Eaton Vance could (and expects to) propose that the BoardTrustees of each Fund approve an interim investment advisory agreement and, as applicable, an interim investment sub-advisory agreement to permit continuity of management while solicitation continues.  The terms of(each, the interim investment advisory and sub-advisory agreements would be identical to those of the current agreements except for term and escrow provisions required by applicable law.

Q:How does the Board recommend that shareholders of each Fund vote on the Proposals?

A:Each Board unanimously recommends that you vote FOR each of Proposal 1 and, if applicable, Proposal 2. 

Q:Who is asking for my vote?

A:The enclosed proxy card is solicited by the Board for use at the Meeting of each Fund to be held on January 7, 2021 and, if your Fund’s/Funds’ meeting is adjourned or postponed, at any later meetings held, as permitted by such Fund’s/Funds’ organizational documents, for the purposes stated in the Notice of Joint Special Meeting provided herewith.  The Notice of Joint Special Meeting, the proxy cards and the Proxy Statement are expected to be mailed beginning on or about November [25], 2020. 

Q:Who is eligible to vote?

A:Shareholders of record of each Fund at“Board”) has fixed the close of business on October 29, 2020 (the “Record Date”February 2, 2021 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. The number of Common Shares, $0.01 par value per share (“Common Shares”) of each Fund outstanding on February 2, 2021, were as follows:

Each Fund will vote separately on each item; votes of multiple Funds will not be aggregated.

According to filings made on Schedule 13D and 13G pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, one or more shareholders of a Fund owns 5% or more of the Fund's Common Shares. Information relating to such shareholders can be found on Exhibit C. As of February 2, 2021, to each Fund’s knowledge: (i) no other shareholder owned more than 5% of the outstanding shares of a Class of the Fund; and (ii) the Trustees and officers of the Fund, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Fund.

Shareholders as of the close of business on the record date, who have voting power with respect to such shares, are entitled to be presentattend and to vote at the Meeting and such date shall applymeeting. All properly executed proxies received prior to any adjourned or postponed meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days afterwill be voted at the date fixed for the Meeting.   

The number of voting securities of each Fund outstanding and entitled to vote on the Record Date is shown in Appendix D.meeting. Each whole share held by a shareholder having voting power with respect to such share is entitled to one vote, with fractional shares voting proportionately.  Shares represented by your duly executed proxy card(s) will be voted in accordance with your instructions.  If you signits instructions; if no instruction is given, an executed proxy will authorize the persons named on the respective proxy card but do not fill in a vote, your shares will be voted in accordance with the Board’s recommendation.  

Q:How do I vote my shares?

A: You may vote your shares in oneenclosed as proxies, or any of four ways: 

·By telephone: Call the toll-free number printed on the enclosed proxy card(s) and follow the directions. 

·By internet: Access the website address printed on the enclosed proxy card(s) and follow the directions on the website. 

·By mail: Complete, sign, and date the proxy card(s) you received and return in the self-addressed, postage-paid envelope.   

·At the Meeting: Vote your shares at the Meeting scheduledthem, to be held at the principal office of the Funds, Two International Place, Boston, Massachusetts 02110, on January 7, 2021 at 11:30 a.m. Eastern Time.    

Q:Is my Fund paying for the Transaction or this proxy solicitation?

A:No.  The Funds will not bear any portion of the costs associated with the Transaction.  All costs of this Proxy Statement and the Meeting, including proxy solicitation costs, legal fees, and the costs of printing and mailing this Proxy Statement, will be borne by EVC.   

Proposal 1

APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT

Each Board has unanimously approved, and recommends that shareholders of each Fund approve, a new investment advisory agreement between the Fund and Eaton Vance.  

Description of the Transaction

The Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.

Proposal 1A: Approval of a New Investment Advisory Agreement with Eaton Vance (EVM, CEV, EOI, EOS, EVV, EIM, EVN, ENX, ETJ, EVG, ETB, ETV, ETY, EVT, ETW, EXG, ETG, and ETO)

It is proposed that Eaton Vance continue to serve as investment adviser to each Fund listed in Proposal 1A pursuant to a new investment advisory agreement between each such Fund and Eaton Vance.

The form of the proposed new investment advisory agreement is attached at Appendix E.  You should refer to Appendix E for the complete terms of each Fund’s proposed investment advisory agreement.

Proposal 1B: Approval of a New Investment Advisory and Administrative Agreement with Eaton Vance (EFL, EHT, ETX, EOT, and EXD) 

It is proposed that Eaton Vance continue to serve as investment adviser and administrator to each Fund listed in Proposal 1B pursuant to a new investment advisory and administrative agreement between each such Fund and Eaton Vance.

The form of the proposed new investment advisory and administrative agreement is attached at Appendix F.  You should refer to Appendix F for the complete terms of each Fund’s proposed investment advisory and administrative agreement.

Proposal 1A: Approval of a New Investment Advisory Agreement with Eaton Vance

Comparison of New Investment Advisory Agreements with Current Investment Advisory Agreements

In connection with the approval of new investment advisory agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements.  The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment advisory agreements more efficient.

The terms of the proposed new investment advisory agreements, and certain differences between the proposed new investment advisory agreements and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment advisory agreement is attached at Appendix E.  The date of each Fund’s current investment advisory agreement, the date on which it was last approved by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix G.

Fees.  No Fund will experience increased management fee rates as a result of the Transaction.  The contractual advisory fee rates for each Fund under the proposed new investment advisory agreements with Eaton Vance will be the same as the contractual rate of fees currently payable to Eaton Vance under the existing investment advisory agreements.  Separately executed permanent contractual management fee reduction arrangements currently in place for a Fund, if any, will be reflected in the compensation terms in that Fund’s new investment advisory agreement.The fee schedules to the current and proposed investment advisory agreements for each relevant Fund are described in Appendix A.  

Investment Management Services. The current and proposed investment advisory agreements contain substantially similar provisions relating to the retention of Eaton Vance to act as investment adviser for, and to manage the investment and reinvestment of the assets of, each Fund and to administer its investment affairs.  In pursuit of the foregoing, Eaton Vance 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 a Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the relevant Fund’s organizational documents and registration statement.  

While Eaton Vance’s role is not changing under the proposed new investment advisory agreements, the proposed agreements explicitly state that Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of a Fund, nor shall Eaton Vance be deemed to have any responsibility with respect to functions specifically assumed by any transfer agent, administrator, custodian, or shareholder servicing agent of the Fund.

Best Execution.  The proposed investment advisory agreements provide that Eaton Vance shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and describe considerations for Eaton Vance’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment advisory agreements for EOS, EVG, ETB, ETV, ETW, ETY, EXG, and ETJ.  For each of the other applicable Funds, this language was updated to more closely reflect statutory requirements relating to payment of brokerage commission rates for investment transactions.  

The current investment advisory agreements for the Funds provide that Eaton Vance shall place purchase and sale orders either directly with the issuer or with brokers or dealers. The proposed investment advisory agreements provide that Eaton Vance shall place all orders for the purchase or sale of portfolio investments either directly with the issuer or with brokers, dealers,

futures commission merchants or other market participants selected by Eaton Vance.  The language in the proposed new investment advisory agreements reflects the different types of investments in which the Funds may transact.

Delegation of Responsibilities. The current and proposed investment advisory agreements permit Eaton Vance to employ one or more sub-advisers with respect to any Fund. The proposed new investment advisory agreements make clear that Eaton Vance may, with the approval of the Trustees of the Fund and without the vote of any shareholders of the Fund, terminate any agreement with any sub-adviser and/or enter into an agreement with one or more other sub-advisers, all as permitted by the 1940 Act and the rules thereunder. In addition, pursuant to the proposed investment advisory agreements, in the event a sub-adviser is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to such sub-adviser, subject to approval by the Trustees and notice to the sub-adviser; this is also explicitly permitted by the current investment advisory agreements for each of EOI, EOS, ETB, ETV, ETW, ETY, EXG, and ETJ.

Expenses. The current and proposed new investment advisory agreements provide that the Funds will pay all expenses other than those expressly stated to be payable by Eaton Vance, including certain expenses set forth in the agreement.  In particular, among other expenses, the proposed new investment advisory agreements identify certain examples of expenses not identified in the current investment advisory agreements, including the investment advisory, sub-advisory, or similar management fee payable by the Fund, as well as any expenses for printing and distributing registration statements and other Fund reports.  In addition, the proposed new investment advisory agreements clarify that Eaton Vance shall pay the entire salaries and fees of all Fund Trustees and officers who are employed by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance. The expense provisions in the proposed new investment advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change to expenses that the Funds currently bear.

Limitation of Liability. Both the current and proposed new investment advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, Eaton Vance shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in connection with rendering services under the agreement. The current and proposed investment advisory agreements include an acknowledgement that each Fund’s Trustees, officers, and shareholders have limited personal liability as provided for in the Fund’s Declaration of Trust. The proposed new investment advisory agreements include a similar acknowledgement with respect to the limited personal liability of Eaton Vance’s trustees, officers and shareholders.

Third Party Beneficiaries. The proposed new investment advisory agreements clarify that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy under the agreement.  The current investment advisory agreements are silent on this point.

Non-Exclusive Services. The proposed new investment advisory agreements clarify that the services of Eaton Vance to a Fund are not exclusive and contemplate that Eaton Vance may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Fund.

Governing Law and Legal Requirements.  While the current investment advisory agreements are silent as to governing law, the proposed new investment advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the U.S. Securities and Exchange Commission (“SEC”) or guidance issued by the staff thereof.

Proposal 1B: Approval of a New Investment Advisory and Administrative Agreement with Eaton Vance

Comparison of New Investment Advisory and Administrative Agreements with Current Investment Advisory and Administrative Agreements

In connection with the approval of new investment advisory and administrative agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements.  The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment advisory and administrative agreements more efficient.

The terms of the proposed new investment advisory and administrative agreements, and certain differences between the proposed new investment advisory and administrative agreements and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment advisory and administrative agreement is attached at Appendix F.  The date of each Fund’s current investment advisory and administrative agreement, the date on which it was last approved by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix G.

Fees.  No Fund will experience increased management fee rates as a result of the Transaction.  The contractual fee rates for each Fund under the proposed new investment advisory and administrative agreements with Eaton Vance will be the same as the contractual rate of fees currently payable to Eaton Vance under the existing investment advisory and administrative agreements. Separately executed permanent contractual management fee reduction arrangements currently in place for a Fund, if any, will be reflected in the compensation terms in that Fund’s new investment advisory and administrative agreement.  The fee schedules to the current and proposed investment advisory and administrative agreements for each relevant Fund are described in Appendix B.

Duties of Eaton Vance. The current and proposed investment advisory and administrative agreements contain substantially similar provisions relating to the retention of Eaton Vance to act as investment manager for, and to manage the investment and reinvestment of, the assets of each Fund. In pursuit of the foregoing, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities, commodities, derivatives, other investments shall be acquired, disposed of, or exchanged and what portion of a Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the relevant Fund’s organizational documents and registration statement.  Eaton Vance shall provide the Funds with such investment management, administration, and supervision as the Funds may from time to time consider necessary for the proper supervision of the Funds’ investment and administrative affairs.

While Eaton Vance’s role is not changing under the proposed new investment advisory and administrative agreements, these proposed agreements, like the agreements for ETX, EHT, and EFL, explicitly state that Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of a Fund, nor shall Eaton Vance be deemed to have any responsibility with respect to functions specifically assumed by any transfer agent, custodian, or shareholder servicing agent of the Fund.

Best Execution.  The proposed investment advisory and administrative agreements provide that Eaton Vance shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and describe considerations for Eaton Vance’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment advisory and administrative agreements.

Whereas the current investment advisory and administrative agreements provide that Eaton Vance shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed investment advisory and administrative agreement provides that Eaton Vance may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by Eaton Vance.

Expenses. The current and proposed new investment advisory and administrative agreements provide that the Funds will pay all expenses other than those expressly stated to be payable by Eaton Vance, including certain expenses set forth in the agreement. The proposed new investment advisory and administrative agreements provide updated examples of the various expenses that may be borne by the Fund.  For example, unlike the current investment advisory and administrative agreements, the proposed new investment advisory and administrative agreements do not provide for payment by the Funds of the fees and expenses associated with distributing the Funds’ shares and with registering and maintaining registrations of the Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Funds currently bear.

Delegation of Responsibilities. The current and proposed investment advisory and administrative agreements permit Eaton Vance to employ one or more sub-advisers or sub-administrators with respect to any Fund. The proposed new investment advisory and administrative agreements make clear that Eaton Vance may, with the approval of the Trustees of the Fund and without the vote of any shareholders of the Fund, terminate any agreement with any sub-adviser or sub-administrator and/or enter into an agreement with one or more other sub-advisers or sub-administrator, all as permitted by the 1940 Act and the rules thereunder. In addition, both the current and proposed investment advisory and administrative agreements provide that, in the event a sub-adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to such sub-adviser or sub-administrator. The proposed new investment advisory and administrative agreements clarify that this authority is subject to approval by the Trustees and notice to the sub-adviser or sub-administrator.

Limitation of Liability. Both the current and proposed new investment advisory and administrative agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, Eaton Vance shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in connection with rendering services under the agreement.  The current investment advisory and administrative agreements include an acknowledgement of the limited personal liability of shareholders of the Funds and, with respect to the current agreements for ETX, EHT, and EFL, the Trustees of the Funds.  The proposed new investment advisory and administrative agreements include an acknowledgement that the Trustees, officers, and shareholders of the Funds have limited personal liability as provided for in the Funds’ Declarations of Trust. The current agreements for ETX, EHT, and EFL include a similar acknowledgement with respect to the limited personal liability of Eaton Vance’s trustees and shareholders, and the proposed new investment advisory and administrative agreements include a similar acknowledgement with respect to the limited personal liability of Eaton Vance’s trustees, officers and shareholders.

Third Party Beneficiaries. The proposed new investment advisory and administrative agreements clarify that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy under the agreement.  Except for EHT and EFL, the current investment advisory and administrative agreements are silent on this point.

Non-Exclusive Services. The proposed new investment advisory and administrative agreements clarify that the services of Eaton Vance to a Fund are not exclusive and contemplate that Eaton Vance may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Fund.  

Governing Law and Legal Requirements. While the current investment advisory and administrative agreements are silent as to governing law, the proposed new investment advisory and administrative agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment advisory and administrative agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.  

Proposals 1A and 1B:

Board Considerations

At a meeting held on November 10, 2020, the Board of each Fund, including a majority of the Trustees who are not “interested persons” of Eaton Vance or the Fund (the “Independent Trustees”), voted to approve a new investment advisory agreement between the Fund and Eaton Vance.  In voting its approval of the new investment advisory agreement, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees.  Prior to and during meetings leading up to the meeting held on November 10, 2020, each Board’s Contract Review Committee reviewed and discussed information furnished by Eaton Vance and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the new investment advisory agreement and to form its recommendation.  Such information included, among other things, the terms and anticipated impacts of the Transaction on the Funds and their shareholders.  In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020. The Board of each Fund, including the Independent Trustees, concluded that the new investment advisory agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new investment advisory agreement and to recommend that shareholders do so as well.  Each Board’s considerations are described in more detail in Appendix H.

Required Vote and Related Matters

Approval of each Fund’s proposed new investment advisory agreement requires the affirmative vote of “a majority of the outstanding voting securities” of the Fund, defined in the 1940 Act as the lesser of: (i) 67% or more of the voting securities of the Fund present or represented by proxy at the Meeting if the holders of more than 50% of outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund (“1940 Act Majority”), provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.  The Funds’ outstanding voting securities include common shares and, if any, preferred shares (Auction Preferred Shares or Variable Rate Term Preferred Shares, as applicable).

This Proposal 1 is subject to the Closing.  If the Closing does not occur, Proposal 1 will be deemed null and the Boards will consider whether other appropriate actions are warranted.  Assuming the Transaction is completed, Proposal 1 will pass for a particular Fund if the requisite shareholder vote is obtained for that Fund.  With respect to each Fund, Proposal 1 is not contingent on the approval of Proposal 2 and, further, Proposal 1 is not contingent upon the approval of Proposal 1 by any other Fund.

Please note that even if shareholders of your Fund(s) approve Proposal 1, it is possible that such Fund’s new investment advisory agreement will not take effect.  This is because the Closing is subject to the completion or waiver of certain conditions.  One of these conditions is that EVC must obtain the consent to the Transaction of EVC clients generating a specified percentage of EVC’s aggregate revenue run-rate as of September 30, 2020, as more fully described in the Merger Agreement.  

On the other hand, the Closing may take place even if shareholders of a Fund(s) do not approve Proposal 1.  If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement.  In addition, Eaton Vance could (and expects to) propose that the Board of each Fund approve an interim investment advisory agreement to permit continuity of management while solicitation continues.  The terms of the interim investment advisory agreement would be identical to those of the current agreement except for term and escrow provisions required by applicable law.

BOARD RECOMMENDATION

Each Fund’s Board, including a majority of the Independent Trustees, believes that the approval of the new investment advisory agreement is in the best interests of the Fund.  Accordingly, each Fund’s Board unanimously recommends that shareholders vote FOR the new investment advisory agreement as described in Proposal 1A or Proposal 1B.

Proposal 2

APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT

The Boards unanimously approved, and recommend that shareholderselection of each Fund noted below (collectively, the “Sub-Advised Funds”) approve, a new investment sub-advisory agreement between Eaton Vance and EVAIL or Parametric, as applicable.  As described in more detail below, Eaton Vance has retained, and intends to continue to retain, EVAIL or Parametric, as applicable, for the Sub-Advised Funds noted below.

Proposal 2A: Approval of a New Investment Sub-Advisory Agreement with EVAIL (ETG, ETO, and EXG) (the “EVAIL Sub-Advised Funds”) 

It is proposed that EVAIL, an affiliate of Eaton Vance, continue to serve as investment sub-adviser to each EVAIL Sub-Advised Fund listed in Proposal 2A pursuant to a new investment sub-advisory agreement.

Proposal 2B: Approval of a New Investment Sub-Advisory Agreement with Parametric (ETB, ETV, ETW, and EXD) (the “Parametric Sub-Advised Funds”) 

It is proposed that Parametric, an affiliate of Eaton Vance, continue to serve as investment sub-adviser to each Parametric Sub-Advised Fund listed in Proposal 2B pursuant to a new investment sub-advisory agreement.

EVAIL and Parametric are referred to herein as the “Sub-Advisers.”  Each Sub-Adviser currently serves as an investment sub-adviser to the respective Sub-Advised Funds.  Each Sub-Adviser is an indirect, wholly-owned subsidiary of EVC.  The termination of each Sub-Advised Fund’s investment advisory agreement with Eaton Vance would result in the automatic termination of the Sub-Advised Funds’ current sub-advisory agreements.  In order to ensure that each Sub-Advised Fund retains the benefit of the sub-advisory services provided by the relevant Sub-Adviser, Eaton Vance intends to enter into new investment sub-advisory agreements with EVAIL and Parametric, as applicable, that will be substantively similar to the current investment sub-advisory agreements with respect to the Sub-Advised Funds. In connection with the approval of new investment sub-advisory agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment sub-advisory agreements more efficient. A general description of the differences between the existing and proposed sub-advisory agreements appears below.  The Trustees have unanimously approved these new investment sub-advisory agreements.  

The form of the proposed new investment sub-advisory agreements between Eaton Vance and EVAIL is attached at Appendix I.  The form of the proposed new investment sub-advisory agreements between Eaton Vance and Parametric is attached at Appendix J.  You should refer to Appendix I or Appendix J, as applicable, for the complete terms of a Fund’s proposed new investment sub-advisory agreement.  The date of each Fund’s current investment sub-advisory agreement, the date on which it was last approved by shareholders (if applicable), and the date on which its continuance was last approved by the relevant Board is set forth in Appendix K.

Proposal 2A:Approval of New Investment Sub-Advisory Agreements with EVAIL

Comparison of New Investment Sub-Advisory Agreements with EVAIL

The terms of the proposed new investment sub-advisory agreements with EVAIL, and certain differences between the proposed new sub-advisory agreements with EVAIL and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new sub-advisory agreements with EVAIL is attached at Appendix I.

Fees. EVAIL will not receive increased investment sub-advisory fees as a result of the Transaction.  There will be no change in the rate of the fees that Eaton Vance will pay to EVAIL under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently pays to EVAIL under the existing investment sub-advisory agreements.

The current and proposed fee schedules for investment sub-advisory services for each EVAIL Sub-Advised Fund are described in Appendix C. The proposed investment sub-advisory agreements make explicit that Eaton Vance is solely responsible for the payment of the compensation to EVAIL, that EVAIL agrees to seek payment of its compensation solely from Eaton Vance, and that the EVAIL Sub-Advised Funds shall have no liability for EVAIL’s compensation pursuant to the agreements.

Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of EVAIL as investment sub-adviser to render portfolio management services to the EVAIL Sub-Advised Funds. In pursuit of the foregoing, EVAIL shall provide the EVAIL Sub-Advised Funds with such investment management and supervision as Eaton Vance may, from time to time, consider necessary for the proper supervision of the EVAIL Sub-Advised Funds’ investments.  The proposed investment sub-advisory agreements provide that the services to be provided by EVAIL pursuant to the agreement will apply to the portion of an EVAIL Sub-Advised Fund’s assets that Eaton Vance or the Trustees of the EVAIL Sub-Advised Fund shall from time to time designate, which may consist of all or a portion of the EVAIL Sub-Advised Fund’s assets.  The proposed investment sub-advisory agreements also clarify that, subject to approval of the EVAIL Sub-Advised Fund’s Board and notice to EVAIL, Eaton Vance retains complete authority immediately to assume direct responsibility for any function delegated to EVAIL under the agreements.

The current and proposed investment sub-advisory agreements permit EVAIL to buy, sell, and otherwise trade in any and all types of securities and investment instruments on behalf of the EVAIL Sub-Advised Funds; the proposed investment sub-advisory agreements explicitly refer to trading in commodities and derivatives in addition to securities and other investment instruments.  

Best Execution.  The proposed investment sub-advisory agreements provide that EVAIL shall use its best efforts to seek to execute security transactions at prices that are advantageous to the EVAIL Sub-Advised Funds and describe considerations for EVAIL’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment sub-advisory agreements.  In addition to the policies and procedures adopted by the Board, EVAIL has its own policies and procedures relating to best execution and client commission arrangements.  None of the policies and procedures or current execution practices are expected to change as a result of the Transaction.

Whereas the current investment sub-advisory agreements provide that EVAIL shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed investment sub-advisory agreements clarify that EVAIL may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by EVAIL.

Standard of Care.  The proposed investment sub-advisory agreements provide that EVAIL shall exercise reasonable care in the performance of its duties under the agreements and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the EVAIL Sub-Advised Fund’s Board that have been provided to EVAIL, and the provisions of the EVAIL Sub-Advised Fund’s registration statement, each as may be amended. A similar provision is not included in the current investment sub-advisory agreements.

Expenses. The current and proposed new investment sub-advisory agreements provide that the EVAIL Sub-Advised Funds will pay all expenses other than those expressly stated to be payable by EVAIL, including certain expenses set forth in the agreement.  In the proposed new investment sub-advisory agreements, the detail as to the various expenses that may be borne by the EVAIL Sub-Advised Funds has been updated. In particular, among other expenses, the proposed new investment sub-advisory agreements provide that an EVAIL Sub-Advised Fund shall bear the expenses of listing shares of the EVAIL Sub-Advised Funds with a stock exchange, as well as any investment advisory, sub-investment advisory, or similar management fee payable by the EVAIL Sub-Advised Fund, all expenses incurred in connection with the EVAIL Sub-Advised Funds’ use of a line of credit or other borrowings or leverage, and the costs of any pricing or valuation services employed by the EVAIL Sub-Advised Fund to value its investments including primary and comparative valuations services. Moreover, the proposed new investment sub-advisory agreements do not explicitly provide that EVAIL Sub-Advised Funds will pay the fees and expenses associated with registering and maintaining registrations of the EVAIL Sub-Advised Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment sub-advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the EVAIL Sub-Advised Funds currently bear.

Limitation of Liability. Both the current and proposed new investment sub-advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, EVAIL shall not be subject to liability to Eaton Vance, to the EVAIL Sub-Advised Fund, or to any shareholder of the EVAIL Sub-Advised Fund for any act or omission in connection with rendering services under the agreement.  

The current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the Trustees, officers, and shareholders of each of Eaton Vance and the EVAIL Sub-Advised Funds as provided for in the Declarations of Trust for each of Eaton Vance and the EVAIL Sub-Advised Funds.

Third Party Beneficiaries. The current investment sub-advisory agreements provide that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy thereunder.  The proposed investment sub-advisory agreements clarify that each EVAIL Sub-Advised Fund is a third party beneficiary to the agreement and that, aside from the EVAIL Sub-Advised Fund, nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to, shareholders of an EVAIL Sub-Advised Fund) any right, benefit or remedy of any nature whatsoever under or by reason of the agreement.

Other Interests. The proposed new investment sub-advisory agreements clarify that the services of EVAIL to an EVAIL Sub-Advised Fund are not exclusive and contemplate that EVAIL may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the EVAIL Sub-Advised Fund.

Books and Records. The proposed investment sub-advisory agreement provides that EVAIL shall preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.  The proposed investment sub-advisory agreement further provides that all records maintained by EVAIL for an EVAIL Sub-Advised Fund are the property of the EVAIL Sub-Advised Fund and that EVAIL agrees to surrender promptly to an EVAIL Sub-Advised Fund any of such records upon the EVAIL Sub-Advised Fund’s or Eaton Vance’s request in compliance with the requirements of the 1940 Act. Although EVAIL is currently complying with this regulatory requirement, the current investment sub-advisory agreements are silent on this point.

Governing Law and Legal Requirements.  The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.

Proposal 2B: Approval of New Investment Sub-Advisory Agreements with Parametric

Comparison of New Investment Sub-Advisory Agreements with Parametric

Eaton Vance proposed, and the Boards of ETB, ETV, ETW, and EXD approved, a new form of investment sub-advisory agreement with Parametric that would update the current investment sub-advisory agreements and align them more closely with one another and with the investment sub-advisory agreements between Eaton Vance and its other affiliated sub-advisers (such as EVAIL). The terms of the proposed new investment sub-advisory agreements with Parametric, and certain differences between the proposed new sub-advisory agreements with Parametric and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new sub-advisory agreements with Parametric is attached at Appendix J.  

Fees. Parametric will not receive increased investment sub-advisory fees as a result of the Transaction.  There is no change in the rate of the fees that Eaton Vance will pay to Parametric under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently pays to Parametric under the existing investment sub-advisory agreements.

The current and proposed fee schedules for investment sub-advisory services for each Parametric Sub-Advised Fund are described in Appendix C.  The current and proposed investment sub-advisory agreements provide that Eaton Vance is solely responsible for the payment of the compensation to Parametric, that Parametric agrees to seek payment of its compensation solely from Eaton Vance, and that the Parametric Sub-Advised Funds shall have no liability for Parametric’s compensation thereunder.

Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Parametric as investment sub-adviser to manage the investment and reinvestment of the assets of the Parametric Sub-Advised Funds, subject to the supervision of Eaton Vance and the Trustees of the Parametric Sub-Advised Funds. In connection with EXD’s prior investment objective and strategy, the current investment sub-advisory agreement for EXD provides that Parametric will be responsible for providing services relating to the Parametric Sub-Advised Fund’s options strategy. Parametric’s investment mandate for EXD was broadened in connection with the change to the Trust’s objective and strategy in February 2019. Accordingly, the proposed investment sub-advisory agreement for EXD will appoint Parametric as the sub-adviser to EXD’s assets more generally, as is consistent with its current management of EXD.  The proposed investment sub-advisory agreements clarify that Parametric may buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives, and investment instruments on behalf of each Parametric Sub-Advised Fund.

The proposed investment sub-advisory agreements provide that the services to be provided by Parametric pursuant to the agreements will apply to the portion of a Parametric Sub-Advised Fund’s assets that Eaton Vance or the Trustees of the Parametric Sub-Advised Fund shall from time to time designate, which may consist of all or a portion of the Parametric Sub-Advised

Fund’s assets. The current and proposed investment sub-advisory agreements also state that, subject to approval of each Parametric Sub-Advised Fund’s Board and notice to Parametric, Eaton Vance retains complete authority immediately to assume direct responsibility for any function delegated to Parametric under the agreements.

Best Execution.  The current and proposed investment sub-advisory agreements provide that Parametric is authorized to select broker-dealers with which to execute trades on behalf of the Parametric Sub-Advised Funds.  While the current investment sub-advisory agreements prohibit Parametric from the use of soft dollars, the proposed investment sub-advisory agreements allow the use of soft dollars subject to certain considerations. However, the proposed investment sub-advisory agreements also provide that Parametric’s selection of broker-dealers is subject to the policies and procedures adopted by the Boards.  Because Parametric does not use, or expect to use, soft dollars, the change in language does not reflect an expected change in practice.

Whereas the current investment sub-advisory agreements provide that Parametric shall place purchase and sale orders with brokers or dealers, the proposed investment sub-advisory agreements clarify that Parametric may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by Parametric.

Standard of Care.  The current and proposed investment sub-advisory agreements require that Parametric exercise reasonable care in the performance of its duties under the agreements, and the proposed investment sub-advisory agreement clarifies that Parametric will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by each Parametric Sub-Advised Fund’s Board that have been provided to Parametric, and the provisions of the Parametric Sub-Advised Fund’s registration statement, each as may be amended.  

Expenses. There are no material differences in the framework with respect to how fees and expenses are allocated between a Parametric Sub-Advised Fund and Parametric under the current and proposed new investment sub-advisory agreements.  Under both the current and proposed new investment sub-advisory agreements, Parametric will bear its overhead costs and other expenses incurred by it in connection with the provision of its services, and the Parametric Sub-Advised Funds will bear the expenses not payable by Eaton Vance or Parametric. The current investment sub-advisory agreements for ETB, ETV, and ETW principally detail Parametric’s obligations to pay the expenses incurred by it and its staff in connection with its duties under the agreement, while the current sub-advisory agreement for EXD and the proposed new investment sub-advisory agreements enumerate examples of expenses that will be borne by the Parametric Sub-Advised Funds. The existing agreement for EXD and the proposed new investment sub-advisory agreements provide substantially similar examples of the expenses to be borne by the Parametric Sub-Advised Funds, except that the proposed new investment sub-advisory agreements explicitly provide that a Parametric Sub-Advised Fund shall bear the expenses of any investment advisory, sub-investment advisory, or similar management fee payable by the Parametric Sub-Advised Fund, all expenses incurred in connection with the Parametric Sub-Advised Funds’ use of a line of credit or other

borrowings or leverage, and the costs of any pricing or valuation services employed by the Parametric Sub-Advised Fund to value its investments including primary and comparative valuations services. Moreover, the proposed new investment sub-advisory agreements do not explicitly provide that the Parametric Sub-Advised Funds will pay the fees and expenses associated with registering and maintaining registrations of the Parametric Sub-Advised Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment sub-advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Parametric Sub-Advised Funds currently bear.

Other Interests. The proposed new investment sub-advisory agreements contain a provision in which the parties acknowledge that the Trustees, officers, and shareholders of a Parametric Sub-Advised Fund may be or may become interested in Parametric or in other entities sponsored by Parametric, and that the trustees, officers, employees, and shareholders of Parametric may be or may become interested in a Parametric Sub-Advised Funds. While the current investment sub-advisory agreement for EXD contains a similar provision, the current investment sub-advisory agreements for ETB, ETV, and ETW are silent on this point. The proposed new investment sub-advisory agreements also clarify that the services of Parametric to a Parametric Sub-Advised Fund are not exclusive and contemplate that Parametric may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Parametric Sub-Advised Funds.

Limitation of Liability. The current investment sub-advisory agreements for ETB, ETV, and ETW and the proposed new investment sub-advisory agreements for ETB, ETV, ETW, and EXD limit the liability of Parametric and Eaton Vance to situations in which there is willful misfeasance, bad faith, or negligence.  The current investment sub-advisory agreement for EXD contains a similar limitation, except that it applies a gross negligence standard and does not contain a provision that limits Eaton Vance’s liability under the agreement. The change to EXD’s liability provisions will provide a consistent liability standard for Parametric and Eaton Vance and is protective of the Parametric Sub-Advised Funds.

Third Party Beneficiaries. The current investment sub-advisory agreements for ETB, ETV, and ETW and the proposed investment sub-advisory agreements provide that each Parametric Sub-Advised Fund is a third party beneficiary to the agreement.  The current investment sub-advisory agreement for EXD is silent on the point.

Indemnification.  Pursuant to the current investment sub-advisory agreements for ETB, ETV, and ETW, each of Eaton Vance and Parametric agree to indemnify the other against losses in certain circumstances.  There is no similar indemnification provision in the current investment sub-advisory agreement for EXD or in the proposed new investment sub-advisory agreement. The indemnification provisions shift risk among the two affiliated advisers and the removal of the provisions will not impact the Parametric Sub-Advised Funds.

Duration and Termination. The current and proposed new investment sub-advisory agreements have substantially similar provisions regarding the duration and termination of the agreements, except that the proposed new investment sub-advisory agreements provide that Parametric can terminate the agreement on 60 days’ written notice while existing agreements

require Parametric to provide three months’ written notice, unless the Parametric Sub-Advised Fund or Eaton Vance requests an additional three month period of time (or unless either party becomes legally incapable of providing the services or ceases to be a registered adviser, in which case Parametric can terminate immediately).

Governing Law and Legal Requirements.  The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.

Proposals 2A and 2B:

Board Considerations

At a meeting held on November 10, 2020, the Board of each of ETG, ETO, EXG, ETB, ETV, ETW, and EXD, including a majority of the Independent Trustees, voted to approve a new investment sub-advisory agreement between Eaton Vance and EVAIL, with respect to the EVAIL Sub-Advised Funds, and Parametric, with respect to the Parametric Sub-Advised Funds.  In voting its approval of the new investment sub-advisory agreement, the Board of each of ETG, ETO, EXG, ETB, ETV, ETW, and EXD relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees.  Prior to and during meetings leading up to the meeting held on November 10, 2020, the Contract Review Committee of each Board reviewed and discussed information furnished by Eaton Vance, EVAIL and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the new investment sub-advisory agreement and to form its recommendation. Such information included, among other things, the terms and anticipated impacts of the Transaction on the Funds and their shareholders.  In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Boards and their committees, including information provided in connection with the annual contract review process for ETG, ETO, EXG, ETB, ETV, ETW, and EXD, which most recently culminated in April 2020.  The Board of each of ETG, ETO, EXG, ETB, ETV, ETW, and EXD, including the Independent Trustees, concluded that the new investment sub-advisory agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new investment sub-advisory agreement and to recommend that shareholders do so as well.  Each Board’s considerations are described in more detail in Appendix H.

Required Vote and Related Matters

Approval of a Fund’s proposed new investment sub-advisory agreement requires the affirmative vote of a 1940 Act Majority of the voting securities of the Fund, provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.

This Proposal is subject to the Closing and, with respect to a particular Fund, shareholders’ approval of Proposal 1, which seeks approval of a new investment advisory agreement between each Fund and Eaton Vance.  If the shareholders of a given Fund do not approve Proposal 1 or the Transaction is not completed, this Proposal 2 will be deemed null with respect to that Fund.  The Board of such Fund will consider whether other appropriate actions, if any, are warranted.

Please note that even if shareholders of a Fund approve Proposal 2, it is possible that a new investment sub-advisory agreement will not take effect.  This is because the Closing is subject to the completion or waiver of certain conditions.  One of these conditions is that EVC must obtain the consent to the Transaction of EVC clients generating a specified percentage of EVC’s aggregate revenue run-rate as of September 30, 2020.  

On the other hand, the Closing may take place even if shareholders of your Fund(s) do not approve Proposal 2.  If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment sub-advisory agreement.  In addition, Eaton Vance could (and expects to) propose that the Board of each Fund approve an interim investment sub-advisory agreement to permit continuity of management while solicitation continues.  The terms of an interim investment sub-advisory agreement would be identical to those of the current investment sub-advisory agreement except for term and escrow provisions required by applicable law.

BOARD RECOMMENDATION

The Board of each Fund listed above believes that the new investment sub-advisory agreement is in the best interests of such Fund. Accordingly, each Fund’s Board unanimously recommends that shareholders vote FOR the approval of the new investment sub-advisory agreement as set forth in Proposal 2A or Proposal 2B.

Further Information About Voting and the Joint Special Meeting

Quorum and Methods of Tabulation.  A quorum with respect to the Meeting of a Fund requires the presence, in person or by proxy, of a majority of the outstanding shares of the Fund entitled to vote. All shares that are voted and votes to abstain will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which a broker returns a proxy but for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)  Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the Meeting but which have not been voted, will assist a Fund in obtaining a quorum.  In the event that a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes by the shareholders of a Fund in favor of a Proposal have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.  Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund that are entitled to vote and present in person or by proxy at the session of the Meeting to be adjourned.  The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made.  They will vote against any such adjournment those proxies required to be voted against such Proposal.  The costs of any such additional solicitation and of any adjourned session will be borne by EVC.

With respect to both Proposals, abstentions and broker non-votes have the effect of a negative vote on the Proposal.  Please note that broker non-votes are not expected with respect to either Proposal because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.

Other business.  The Trustees know of no matters other than those described in this Proxy Statement to be brought before the Meeting.  Pursuant to each Fund’s Amended and Restated By-Laws, since this is a special meeting of shareholders, only such business shall be conducted at the Meeting as shall have been brought before the Meeting pursuant to the notice of Meeting.

Revocation of proxies.Trustee. An executed proxy delivered to a Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund’s Secretary, by executing and delivering a later dated proxy, or by attending the meeting and voting the shares at the Meeting.meeting. Merely attending the meeting will not revoke a previously executed proxy. If you hold Fund shares entitled to vote through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.

If you are a record holder of Fund shares entitled to vote and plan to attend the Meetingmeeting in person, you must show a valid photo identification (such as a driver’s license) to gain admission to the Meeting.meeting. Please call 1-800-262-1122 for information on how to obtain directions to be able to attend the Meeting and vote in person.at the meeting. If you hold Fund shares entitled to vote through an intermediary and plan to attend and vote at the Meeting in person,meeting, you will be required to show a valid photo identification and authority to vote your shares (referred to as a “legal proxy”) to gain admission to the Meeting.meeting. You must contact your intermediary to obtain a legal proxy for your shares.

Additional Meeting Information

Date for receiptThe Boards of shareholders’ proposals for subsequent meetingsTrustees of shareholders.  To be considered for presentation at a Fund’s 2021the Funds know of no business other than that mentioned in Proposal 1 of the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.

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 144 funds within the Eaton Vance fund complex as of February 2, 2021 (including both master and feeder funds in a master-feeder structure), except for Messrs. Faust and Wennerholm and Ms. Frost. Messrs. Faust and Wennerholm and Ms. Frost served as a Trustee of 143 funds within the Eaton Vance fund complex as of the same date listed above (including both master and feeder funds in a master-feeder 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 74^th birthday; or (ii), with limited exception, December 31^st of the 20^th 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.

Interested Trustee

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 EVC, a publicly-held holding company, which owns all the outstanding shares of EVM and of EVM’s trustee, EV. (EVM, EVC, and their affiliates are sometimes referred to collectively as the “Eaton Vance Organization.”) Mr. Faust holds positions with other Eaton Vance affiliates that are comparable to his position with Eaton Vance listed above.

Share Ownership by Trustee

As of February 2, 2021, no Trustee held at shares of a Fund's equity securities. The following table shows, as of February 2, 2021, 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.

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 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 Amended and Restated By-Laws (the “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.

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.  He has served as Chairman and Chief Executive Officer of EVC since 2007 and as President of EVC since 2006. He is also Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD.  Mr. Faust has served as a Director of Hexavest Inc. since 2012.  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 Ad Hoc Committee for Closed-End Fund Matters. 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 Chairperson of the Audit Committee. 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. 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, including New Profit, a social venture firm that identifies, invests in and helps scale social entrepreneurs.  She is a member of the Risk Audit Committee of the United Auto Workers Retiree Medical Benefits Trust and a member of the Investment Advisory Committee of New York State Common Retirement Fund.  Ms. Mosley serves on the Institutional Investors Advisory Council of MiDA, a U.S. Agency for International Development partner focused on investment opportunities in Africa and also advises Impact X and Zeal Capital, venture funds focused predominately on underrepresented entrepreneurs.

William H. Park. Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and is the Independent Chairperson of the Board. 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 currently serves 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, and as a Director, since 2016 and Chairman, since 2019 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.  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 Audit and Strategy & Finance Committees. 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 as the chairman of the Finance Committee from 2015-2019.  Mr. Smith currently sits on the Boston advisory board of the Posse Foundation and the Harvard Medical School Advisory Council on Education.

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.

Scott E. Wennerholm. Mr. Wennerholm 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 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, 2020, 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 twelve times, the Contract Review Committee met nine times, the Governance Committee met five times, the Portfolio Management Committee met seven times, the Compliance Reports and Regulatory Matters Committee met seven times and the Ad Hoc Committee for Closed-End Fund Matters met eight 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’ 2020 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. Gorman (Chairperson), Park and Wennerholm and Ms. Peters are members of the Audit Committee. The Board has designated Messrs. Gorman and Park, 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. Wennerholm (Chairperson), Fetting, Gorman, Park, Quinton and Smith 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, Gorman 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.

Messrs. Fetting (Chairperson), Gorman and Smith 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 of Trustees 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, proposalprovided that such recommendation is submitted pursuantin writing to Rule 14a-8 under the Securities Exchange ActFund’s Secretary at the principal executive office of 1934, as amended,the Fund. Such recommendations must be receivedaccompanied 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 Fund’s principal officefollowing 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 $279,000⁽¹⁾; (ii) an additional annual retainer of $150,000 for serving as the Chairperson of the noninterested Trustees; (iii) an additional annual retainer of $72,500 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or beforemore Committees, not including the date listedAd 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 Appendix L.  Written noticethe 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, 2020, the Trustees of each Fund earned the following compensation in their capacities as Trustees of each Fund. For the calendar year ended December 31, 2020, the Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards⁽²⁾:

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 shareholder proposal submitted outsideTrustees 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 of Trustees recommends that shareholders vote FOR the election of the processesTrustee nominees of Rule 14a-8 must be deliveredeach Fund.

NOTICE TO BANKS AND BROKER/DEALERS

Each Fund has previously solicited all Nominee and Broker/Dealer accounts as to the Fund’s principal office c/onumber 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

Audit Committee Report

Each Audit Committee reviews and discusses the Secretaryaudited financial statements with Fund management. Each Audit Committee also discusses with the independent registered public accounting firm the matters required to be discussed by SAS 61 (Communication with Audit Committees), as modified or supplemented. Each Audit Committee receives the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as modified or supplemented, and discusses with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, each Audit Committee recommended to the Board of Trustees that the Fund no later than and no earlier than the dates listed in Appendix L.  In order toaudited financial statements be included in the Fund’s proxyannual report to shareholders for filing with the SEC. As mentioned, the Audit Committee is currently comprised of Messrs. Gorman (Chairperson), Park and Wennerholm and Ms. Peters.

Auditors, Audit Fees and All Other Fees

Deloitte & Touche LLP (“Deloitte”), 200 Berkeley Street, Boston, Massachusetts 02116, serves as the independent registered public accounting firm of each Fund. Representatives of Deloitte are not expected to be present at the Annual Meeting, but have been given the opportunity to make a statement if they desire to do so and form of proxy, a shareholder proposal must comply with all applicable legal requirements.  Timely submission of a proposal does not guarantee that such proposal will be included.available should any matter arise requiring their presence.

Aggregate audit, audit-related, tax, and other fees billed to each Fund by the Fund’s independent registered public accounting firm for the relevant periods are set forth on Exhibit B hereto. Aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for the relevant periods to (i) each Fund by the Fund’s independent registered public accounting firm; and (ii) the Eaton Vance Organization by the Fund’s independent registered public accounting firm are also set forth on Exhibit B hereto.

Each Fund’s Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee. The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by each Fund’s Audit Committee at least annually. Each Fund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of the Fund’s independent registered public accounting firm.

Each Fund’s Audit Committee has considered whether the provision by the Fund’s independent registered public accounting firm of non-audit services to the Fund’s investment adviser, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.

Officers of the Funds

The officers of the Funds and their length of service are set forth below. The officers of the Funds hold indefinite terms of office. Because of their positions with Eaton Vance and their ownership of EVC stock, the officers of the Funds will benefit from any advisory and/or administration fees paid by each Fund to Eaton Vance. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.  Information in the table below about an officer's position with a Fund and the period as an officer are for each Fund unless otherwise noted.

Investment Adviser, Sub-adviser and Administrator

Eaton Vance Management, with its principal office at Two International Place, Boston, Massachusetts 02110, serves as the investment adviser and administrator to each Fund. Parametric Portfolio Associates LLC, with its principal office at 800 5th Avenue, Suite 2800, Seattle, WA 98104, serves as the sub-adviser to each Fund except Enhanced Equity Fund and Risk-Managed Fund.

Proxy Solicitation, Tabulation and Tabulation.  Voting Requirements

The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board of Trustees of each Fund will be borne by EVC and notratably by the Funds. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of a Fund, by personnel of its administrator, Eaton Vance, by the transfer agent, American Stock Transfer & Trust Company,AST Fund Solutions, LLC, by broker-dealer firms, or by a professional solicitation organization. The expenses associated with the solicitation of these proxies and with any further proxies will be borne by the applicable Fund. A written proxy may be

delivered to a Fund or its transfer agent prior to the Meetingmeeting by facsimile machine, graphic communication equipment or similar electronic transmission. EVCA Fund will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $[  ].$173,000 and will be paid by the Funds pro rata based on the number of shareholder accounts.

All proxy cards solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the meeting, and which are not revoked, will be voted at the meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on the proxy card with respect to Proposal 1, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the meeting but which have not been voted, will assist a Fund in obtaining a quorum but will have no effect on the outcome of Proposal 1.

A quorum requires the presence, in person or by proxy, of a majority of the outstanding shares of a Fund entitled to vote. In the event that a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes by the shareholders of a Fund FOR the Proposal set forth in the Notice of this meeting are not received by April 15, 2021, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund present in person or by proxy at the session of the meeting to be adjourned. The persons named as proxies will vote FOR such adjournment those proxies which they are entitled to vote FOR any Trustee nominee. They will vote against any such adjournment those proxies “WITHHOLD AUTHORITY FOR ALL NOMINEES” (sometimes referred to as abstentions). The costs of any such additional solicitation and of any adjourned session will be borne by the Funds.

The Fund’s By-Laws include provisions (the “Control Share Provisions”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund.  Subject to various conditions and exceptions, the By-Laws define a “Control Share Acquisition” to include an acquisition of Fund shares that, but for the Control Share Provisions, would give the beneficial owner, upon the acquisition of such shares, the ability to exercise voting power in the election of Fund Trustees in any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or more of all voting power. Share acquisitions prior to August 13, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Additionally, Control Share Acquisitions are defined as including certain shares acquired during look-back and look-forward periods as provided in the By-Laws.  Subject to various conditions and procedural requirements set forth in the By-Laws, including the delivery of a “Control Share Acquisition Statement” to the Fund’s secretary setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of Fund shareholders following the Control Share Acquisition.

Pursuant to each Fund’s By-Laws, with respect to any election of Trustees other than a contested election, a nominee must receive the affirmative vote of a plurality of votes cast at any meeting at which a quorum is present to be elected. A plurality means that the Trustee nominee receiving the greatest number of votes will be elected. With respect to a contested election, a nominee must receive the affirmative vote of a majority of a Fund’s shares outstanding and entitled to vote with respect to such nominee in order to be elected. The By-Laws define a “contested election” as any election of Trustees in which the number of persons validly nominated for election as Trustees with respect to a given class or classes of Fund shares exceeds the number of Trustees to be elected with respect to such class or classes. See Proxy Solicitation and Tabulation and Voting Requirements for the vote required to elect Trustees at the meeting.

As part of our effort to maintain a safe and healthy environment at theour Annual Meeting, the FundsFund and the BoardsBoard are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities regardingdevelopments with respect to the novel coronavirus, disease, COVID-19.COVID-19, and the advice and guidance of public health officials.  For that reason, the Board of each Fund reserves the right to reconsider the date, time and/or means of convening the Meeting for that Fund.Annual Meeting.  Subject to any restrictions imposed by applicable law, the Board(s)Board may choose to conduct the Meeting of one or more Fundsmeeting solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications.  If the Board chooses to change the date, time and/or means of convening the Annual Meeting, for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material.  Attendees are also encouraged to review guidance from public health authorities on this issue.

Duplicate mailings.  As permitted by SEC rules, Eaton Vance’s policy is to sendSection 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a single copyreview of the Proxy Statement to shareholderscopies of the forms received by the Funds, all of the Trustees and officers of each Fund, EVM and its affiliates, Parametric Portfolio Associates LLC, and any person who share the same last name and address, unlessowns more than ten percent of a shareholder previously has requested otherwise.  Separate proxy cards will be includedFund’s outstanding securities have complied with the Proxy Statement for each account registered at that address.  If you would prefer to receive your own copyfilings required under Section 16(a) of the Proxy Statement, please call our proxy information line at [  ].Securities Exchange Act of 1934 regarding ownership of shares of the Funds for the Funds’ most recent fiscal year end.

Financial information.  The Funds’ SecretaryEach Fund will furnish to you, upon request and without charge a copy of the Fund’s annual report for its most recent fiscal year,Annual and a copy of its semi-annual report forSemi-Annual Reports to any subsequent semi-annual period.shareholder upon request. Shareholders desiring to obtain a copy of such reports should call [   ],1-866-864-4942, send an email to corporateservices@astfundsolutions.com or write to the FundsFund c/o AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660. Shareholder reports are also available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.

Eaton Vance Management. Eaton Vance is the investment adviser of each Fund and also serves as each Fund’s administrator.  Eaton Vance is a business trust organized under the laws of The Commonwealth of Massachusetts.  Eaton Vance, Inc. (“EV”) serves as sole trustee of Eaton Vance.  EV and Eaton Vance are wholly-owned 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 Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Paula A. Johnson, Brian D. Langstraat, Dorothy E. Puhy, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr.  All shares of the outstanding voting common stock of EVC are deposited in a voting trust, the voting trustees of which are Paul W. Bouchey, Mr. Faust, Craig R. Brandon, Daniel C. Cataldo, Michael A. Cirami, Cynthia J. Clemson, James H. Evans, Maureen A. Gemma, Laurie G. Hylton, Mr.

Langstraat, Thomas Lee, Frederick S. Marius, David C. McCabe, Scott H. Page, Edward J. Perkin, Lewis R. Piantedosi, Charles B. Reed, Craig P. Russ, Thomas Chan Lin Seto, John L. Shea, Eric A. Stein, John H. Streur, Andrew N. Sveen, Michael W. Weilheimer, R. Kelly Williams and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates).  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 Eaton Vance who may also be officers, or officers and directors of EVC and EV.

The names and principal occupations of the principal executive officers of Eaton Vance are listed below.  The address for each director of EVC and each officer listed below is Two International Place, Boston, MA 02110.

Thomas E. Faust Jr., President & Chief Executive Officer

Frederick S. Marius, Vice President & Chief Legal Officer

Laurie G. Hylton, Vice President & Chief Financial Officer

Richard F. Froio, Vice President & Chief Compliance Officer

Daniel C. Cataldo, Vice President & Chief Administrative Officer

Eaton Vance and Parametric provide investment advisory services to other funds that may have investment objectives and policies similar to those of certain Funds.  The table in Appendix M identifies these other funds and states their net assets and the management fees that they paid to Eaton Vance and Parametric during the fiscal years noted.

Eaton Vance Advisers International Ltd.  EVAIL is a wholly-owned subsidiary of Eaton Vance.  The names and principal occupations of the directors and principal executive officers of EVAIL are listed below.  The address for each director and each officer listed below is 125 Old Broad Street, London, United Kingdom, EC2N 1AR:

Michaella J. Callaghan, Director

Thomas E. Faust Jr., Director

Tjalling J. Halbertsma, Director 

Frederick S. Marius, Director 

Meghann L. Clark, U.S. Chief Compliance Officer 

Parametric Portfolio Associates LLC. Parametric is an indirect, wholly-owned subsidiary of EVC.  The members of Parametric are Eaton Vance Acquisitions (“EVA”) and Parametric Portfolio, L.P (“Parametric Portfolio”).  EVC wholly owns EVA and EVA Holdings, LLC, which controls Parametric Portfolio.  The names and principal occupations of the directors and principal executive officers of Parametric are listed below.  The address for each director and each officer listed below is 800 Fifth Ave, Suite 2800, Seattle, WA 98104:

Brian D. Langstraat, Manager, Chief Executive Officer 

Thomas E. Faust Jr., EVA Representative 

Laurie G. Hylton, EVA Representative, Treasurer 

Frederick S. Marius, EVA Representative, Secretary, Chief Legal Officer 

Randall S. Hegarty, Chief Compliance Officer 

Thomas Lee, Chief Investment Officer 

Ranjit Kapila, Chief Technology Officer and Head of Operations 

Payments to Eaton Vance, EVAIL, Parametric or Affiliates.Appendix N shows amounts paid to Eaton Vance, EVAIL, Parametric, or any of their current or prospective affiliates during each Fund’s most recent fiscal year for the services noted.  The Funds made no other material payments to Eaton Vance, EVAIL, Parametric, or any of their current or prospective affiliates during the periods shown.

Limitation of Trustee Liability.  Each Fund’s organizational documents provide that the Fund will indemnify its Trustees and officers, to the fullest extent permitted by applicable law, against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Fund, provided that they exercised reasonable care, except if it is determined that they have acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office.  Each Fund, at its expense, provides liability insurance for the benefit of its Trustees and officers.

Trustees, Officers, and Other Information.  All of the Funds’ officers, as well as Thomas E. Faust Jr., a Trustee who is an “interested” (as defined in the 1940 Act) person of the Funds, are employees of Eaton Vance or its affiliates.  Because of their positions with Eaton Vance or its affiliates, the officers and interested Trustee will benefit from any management fees, distribution fees, custodian fees, and investor servicing fees paid or allowed by the Funds.  [No Independent Trustee owns any securities or has any other material direct or indirect interest in Eaton Vance, EVC, or any other person controlling, controlled by or under common control with Eaton Vance, either currently or upon the Closing.]

Appendix O lists the current Trustees and officers of each Fund.

5% Ownership.  As of October 29, 2020, to the knowledge of the Funds, no person other than those listed in Appendix P owned beneficially or of record 5% or more of the outstanding shares of any Fund.  

Security Ownership.  To the best of the Funds’ knowledge, as of October 28, 2020, each Trustee, and the officers and Trustees of each Fund as a group, owned less than 1% of the outstanding shares of each Fund.

Affiliated Broker Commissions.  As a result of the Closing, broker-dealers affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC, each will be considered an affiliated broker of each Fund.  The aggregate amount of commissions paid to such affiliated brokers during each Fund’s most recently completed fiscal year, and the percentage of the Fund’s aggregate brokerage commissions paid to such affiliated brokers during such fiscal years, are listed in Appendix Q.

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APPENDIX A

Investment Advisory Agreements:
Compensation