{"url_path":"/sec/eoi/proxy/2026-05-21/000113322826008248","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1300391/0001133228-26-008248-index.html","accession_number":"0001133228-26-008248","cik":"0001300391","ticker":"EOI","issuer_name":"Eaton Vance Enhanced Equity Income Fund","edgar_url":"https://www.sec.gov/Archives/edgar/data/1300391/0001133228-26-008248-index.html","primary_entity_key":"0001300391","primary_entity_name":"Eaton Vance Enhanced Equity Income Fund"},"word_count":14155,"has_tables":true,"body_markdown":"UNITED\nSTATES\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, DC 20549**\n\n** **\n\n**SCHEDULE 14A**\n\n**(Rule 14a-101)**\n\n** **\n\n**INFORMATION REQUIRED IN PROXY STATEMENT**\n\n**SCHEDULE 14A INFORMATION**\n\n \n\nProxy Statement Pursuant to Section 14(a) of the\n\nSecurities Exchange Act of 1934 (Amendment No.  )\n\nFiled by the Registrant ☒\n\n \n\nFiled by a Party other than the Registrant ☐\n\n \n\nCheck the appropriate box:\n\n \n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☒\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant to Section 240.14a-12\n\n \n\n \n\n \n\n**Eaton Vance Enhanced Equity Income Fund**\n\n** **\n\n(Name of Registrant as Specified in Its Charter)\n\n \n\n \n\n \n\n(Name of Person(s) Filing Proxy Statement, if Other\nThan the Registrant)\n\n \n\nPayment of Filing Fee (Check all boxes that apply):\n\n \n\n☒\nNo fee required\n\n☐\nFee paid previously with preliminary materials\n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11\n\n \n\n \n\n \n\n**Eaton Vance Enhanced Equity Income Fund**\n\n** **\n\n**One Post Office Square**\n\n** **\n\n**Boston, Massachusetts 02109**\n\n** **\n\nMay 21, 2026\n\n \n\nDear Shareholder:\n\n \n\nYou are cordially invited to attend the Annual Meeting of Shareholders (the\n“Annual Meeting”) of Eaton Vance Enhanced Equity Income Fund (the “Fund”), which will be held at the principal\noffice of the Fund, One Post Office Square, Boston, Massachusetts 02109, on Tuesday, July 21, 2026 at 11:30 a.m. (Eastern Time).\n\n \n\nAt the Annual Meeting, you will be asked to consider the election of Trustees\nof the Fund. The enclosed proxy statement contains additional information.\n\n \n\nI hope that you will be able to attend the Annual Meeting. Whether or not\nyou plan to attend and regardless of the number of shares you own, it is important that your shares be represented. I urge you to complete,\nsign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to ensure that your shares\nare represented at the Annual Meeting.\n\n \n\n \n\n \nSincerely,\n\n \n \n\n \n/s/ R. Kelly Williams, Jr.\n\n \nR. Kelly Williams, Jr.\n\n \nPresident\n\n \n\n**YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY\nCARD PROMPTLY.**\n\n** **\n\n**It is important that your shares be represented at the Annual Meeting.\nWhether or not you plan to attend, you are requested to complete, date, sign and return the enclosed proxy card as soon as possible. You\nmay withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting.**\n\n \n\n \n\n**Eaton Vance Enhanced Equity Income Fund**\n\n** **\n\n**NOTICE OF ANNUAL MEETING OF SHAREHOLDERS**\n\n** **\n\n**Important Notice Regarding the Availability of Proxy Materials\nfor the Annual Meeting of Shareholders to be Held on Tuesday, July 21, 2026: The Notice of Annual Meeting of Shareholders, Proxy Statement,\nProxy Card(s) and Shareholder Report are available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.**\n\nThe Annual Meeting of Shareholders of Eaton Vance Enhanced Equity\nIncome Fund, a Massachusetts business trust (the “Fund”), will be held at the principal office of the Fund, One Post Office\nSquare, Boston, Massachusetts 02109, on Tuesday, July 21, 2026 at 11:30 a.m. (Eastern Time) (the “Annual Meeting”), for the\nfollowing purposes:\n\n(1)To elect three Class I Trustees, Alan C. Bowser, Cynthia E. Frost and Scott E. Wennerholm, each to be elected by the shareholders\nof the Fund.\n\n(2)To consider and act upon any other matters that may properly come before the Annual Meeting and any adjourned or postponed session\nthereof.\n\nAny such vote FOR or AGAINST the proposal will also authorize the\npersons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Annual Meeting.\n\nThe Board of Trustees of the Fund has fixed the close of business\non May 7, 2026 as the record date for the determination of the shareholders of the Fund entitled to notice of and to vote at the Annual\nMeeting and any adjournments or postponements thereof.\n\n \nBy Order of the Board of\nTrustees of the Fund,\n\n \n \n\n \n/s/ Nicholas S. Di Lorenzo\n\n \nNicholas S. Di Lorenzo\n\n \nSecretary\n\n \n\nMay 21, 2026\n\nBoston, Massachusetts\n\n**IMPORTANT**\n\n** **\n\nShareholders can help avoid the necessity and additional expense\nto the Fund(s) of further solicitations by promptly returning the enclosed proxy card(s). The enclosed addressed envelope requires no\npostage if mailed in the United States and is intended for your convenience.\n\n \n\n \n\n**Eaton Vance Enhanced Equity Income Fund**\n\n** **\n\n**One Post Office Square**\n\n** **\n\n**Boston, Massachusetts 02109**\n\n** **\n\n**PROXY STATEMENT**\n\n** **\n\nThis proxy statement is furnished in connection with the solicitation\nof proxies by the Board of Trustees of Eaton Vance Enhanced Equity Income Fund (the “Fund”). The proxies will be voted at\nthe Annual Meeting of Shareholders of the Fund and at any adjournments or postponements thereof (the “Annual Meeting”). The\nAnnual Meeting will be held on Tuesday, July 21, 2026 at 11:30 a.m. (Eastern Time) at the principal office of the Fund, One Post Office\nSquare, Boston, Massachusetts 02109, as discussed further herein. The Annual Meeting will be held for the purposes set forth in the accompanying\nnotice. This proxy statement and the enclosed proxy cards are first being sent or given to shareholders on or about May 21, 2026.\n\nThe Board of Trustees of the Fund (the “Board” or the\n“Board of Trustees”) has fixed the close of business on May 7, 2026 as the record date for the determination of the shareholders\nentitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. As of May 7, 2026, there were 41,001,748\ncommon shares of beneficial interest, $0.01 par value per share (“Common Shares”), of the Fund outstanding. See “Proxy\nSolicitation, Tabulation and Voting Requirements” below for additional information. To the knowledge of the Fund, as of May 7, 2026:\n(i) no shareholder owned 5% or more of the Fund’s outstanding Common Shares, and (ii) the Trustees and executive officers of the\nFund, individually and as a group, owned beneficially less than 1% of the outstanding Common Shares of the Fund.\n\nShareholders as of the close of business on the record date of May\n7, 2026 are entitled to attend and vote at the Annual Meeting. All properly executed proxies received prior to the Annual Meeting will\nbe voted at the Annual Meeting. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed\nproxy will authorize the persons named on the proxy card enclosed as proxies, or any of them, to vote FOR the election of each Trustee.\nAn executed proxy delivered to the Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the\nFund’s Secretary, by executing and delivering a later dated proxy, or by attending the Annual Meeting and voting the shares at the\nAnnual Meeting. Merely attending the Annual Meeting will not revoke a previously executed proxy. If you hold Fund shares through an intermediary\n(such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions\nafter they have been provided.\n\nIf you are a record holder of Fund shares and plan to attend the\nAnnual Meeting, you must show a valid photo identification (such as a driver’s license) to gain admission to the Annual Meeting.\nPlease call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.\n\nIf you hold Fund shares through an intermediary and plan to attend\nand vote at the Annual Meeting, you will be required to show a valid photo identification and your authority to vote your shares (referred\nto as a “legal proxy”) to gain admission to the Annual Meeting. As described above, you must contact your intermediary to\nobtain a legal proxy for your shares.\n\n**PROPOSAL 1. ELECTION OF TRUSTEES**\n\nThe Fund’s Agreement and Declaration of Trust provides that\na 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.\nThe Board has fixed the number of Trustees at nine. Under the terms of the Fund’s Agreement and Declaration of Trust, the Board\nis divided into three classes, each class having a term of three years to expire on the date of the third Annual Meeting following its\nelection.\n\nProxies will be voted for the election of the following nominees:\n\n \n \nthree Class I Trustees, Alan C. Bowser, Cynthia E. Frost and Scott E. Wennerholm, each to be elected by the shareholders of the Fund.\n\n \n\nThe Board of Trustees recommends that shareholders vote FOR the election\nof the Trustee nominees of the Fund.\n\nEach nominee is currently serving as a Trustee of the Fund and has\nconsented 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\nelection occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend. Election\nof Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement.\n\nEaton Vance Enhanced Equity Income Fund 1 Proxy Statement dated May 21, 2026\n\n \n\nEach nominee shall be elected by the affirmative vote of a plurality\nof the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named.\nNo nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have\nan interest materially adverse to such Fund.\n\nThe following table presents certain information regarding the current\nTrustees of the Fund, including the principal occupations of each such person for at least the last five years.\n\nName and Year of\n\nBirth\n\n \nFund Position(s)\n \nTrustee Since(1)\n \nCurrent Term Expiring\n \nPrincipal Occupation(s) During Past Five Years\n\nand Other Relevant Experience\n \nOther Directorships Held\n\nDuring Last Five Years\n\n**Noninterested Trustees**\n \n \n \n \n \n \n \n \n \n \n\nALAN C. BOWSER\n\n1962\n \nTrustee\n \n2023\n \nClass I Trustee until 2026.\n \nPrivate investor. Formerly, Co-Head of the Americas Region, Chief Diversity Officer, Partner and Member of the Operating Committee at Bridgewater Associates, an asset management firm (2011-2023). Formerly, Managing Director and Head of Investment Services at UBS Wealth Management Americas (2007-2010). Formerly, Managing Director and Head of Client Solutions, Citibank Private Bank (1999-2007).\n \nIndependent Director of Stout Risius Ross (a middle market professional services advisory firm) (since 2021).\n\nCYNTHIA E. FROST\n\n1961\n \nTrustee\n \n2014\n \nClass I Trustee until 2026.\n \nPrivate investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).\n \nNone\n\nGEORGE J. GORMAN\n\n1952\n \nTrustee\n \n2014\n \n\nClass II Trustee until 2027.\n\n \n\n \nPrincipal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).\n \nNone\n\nVALERIE A. MOSLEY\n\n1960\n \nTrustee\n \n2014\n \nClass III Trustee until 2028.\n \nPrivate Investor. Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Founder of Upward Wealth, Inc., dba BrightUp, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).\n \nDirector of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020), Groupon, Inc. (e-commerce provider) (2020-2022), and Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (2018-2024).\n\nEaton Vance Enhanced Equity Income Fund 2 Proxy Statement dated May 21, 2026\n\n \n\nName and Year of Birth\n \nFund Position(s)\n \nTrustee Since(1)\n \nCurrent Term Expiring\n \nPrincipal Occupation(s) During Past Five Years\n\nand Other Relevant Experience\n \nOther Directorships Held\n\nDuring Last Five Years\n\nKEITH QUINTON\n\n1958\n \nTrustee\n \n2018\n \nClass II Trustee until 2027.\n \nPrivate investor, researcher and lecturer. Formerly, Independent Investment Committee Member at New Hampshire Retirement System (2017-2021). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).\n \nFormerly, Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank.\n\nMARCUS L. SMITH\n\n1966\n \nTrustee\n \n2018\n \nClass III Trustee until 2028.\n \nPrivate investor and independent corporate director. Formerly, Chief Investment Officer, Canada (2012-2017), Chief Investment Officer, Asia (2010-2012), Director of Asian Research (2004-2010) and portfolio manager (2001-2017) at MFS Investment Management (investment management firm).\n \nDirector of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017).\n\nNANCY WISER STEFANI\n\n1967\n \nTrustee\n \n2022\n \nClass III Trustee until 2028.\n \nPrivate investor. Formerly, Executive Vice President, Global Head of Operations, Wells Fargo Asset Management (2011-2021) and Treasurer of Wells Fargo open-end and closed-end funds (2012-2021); Former Chief Operating Officer and Chief Compliance Officer at LightBox Capital Management (2008-2011), and GMN Capital Management (2006-2007).\n \nNone\n\nSUSAN J. SUTHERLAND\n\n1957\n \nTrustee\n \n2015\n \nClass II Trustee until 2027.\n \nPrivate investor. Formerly, Director of Ascot Group Limited (2017-2025) and Ascot Underwriting Limited (2023-2025), a UK based subsidiary of Ascot Group Limited (insurance and reinsurance). Director of Hagerty Holding Corp. (insurance) (2015-2018) and Montpelier Re Holdings Ltd. (insurance and reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).\n \nFormerly, Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (2021-2023).\n\nSCOTT E. WENNERHOLM\n\n1959\n \nChairperson of the Board and Trustee\n \n2025 (Chairperson) and 2016 (Trustee)\n \nClass I Trustee until 2026.\n \nPrivate investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).\n \nNone\n\n \n\n(1)\nYear first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.\n\nEaton Vance Enhanced Equity Income Fund 3 Proxy Statement dated May 21, 2026\n\n \n\nEach current Trustee listed above is a Trustee that is not an “interested\nperson” of the Fund, as that term is used in the Investment Company Act of 1940, as amended (the “1940 Act”) (each,\na “noninterested Trustee”), and served as a Trustee of 121 funds within the Eaton Vance fund complex as of May 7, 2026 (including\nboth funds and portfolios in a hub and spoke structure). The address of each Trustee is One Post Office Square, Boston, Massachusetts\n02109.\n\nEach Trustee holds office until the Annual Meeting for the year in\nwhich his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement,\ndisqualification or removal. Under the terms of the Fund’s current Trustee retirement policy, a noninterested Trustee must retire\nand resign as a Trustee on the earlier of: (i) the first day of July following his or her 76th birthday; or (ii), with limited\nexception, December 31st of the 20th year in which he or she has served as a Trustee. However, if such retirement\nand resignation would cause the Fund to be out of compliance with Section 16 of the 1940 Act, or any other regulations or guidance of\nthe Securities and Exchange Commission (“SEC”), then such retirement and resignation will not become effective until such\ntime as action has been taken for the Fund to be in compliance with Section 16 of the 1940 Act and any other regulations or guidance of\nthe SEC.\n\n**Share Ownership by Trustee**\n\nAs of May 7, 2026, Mr. Quinton beneficially owned between $50,001\nand $100,000 of the Fund’s equity securities. No other Trustee held shares of the Fund as of May 7, 2026. The following table shows,\nas of May 7, 2026, the dollar range of equity securities beneficially owned by each Trustee in all registered investment companies advised\nor administered by Eaton Vance (the “Eaton Vance family of funds”) overseen by the Trustee, which may include shares, if any,\ndeemed to be beneficially owned by a noninterested Trustee through a deferred compensation plan.\n\nName of Trustee\nAggregate Dollar Range of Equity\n\nSecurities Beneficially Owned in Funds\n\nOverseen by Trustee in the\n\nEaton Vance Family of Funds\n\nNoninterested Trustees\n \n\nAlan C. Bowser\nOver $100,000\n\nCynthia E. Frost\nOver $100,000\n\nGeorge J. Gorman\nOver $100,000\n\nValerie A. Mosley\nOver $100,000\n\nKeith Quinton\nOver $100,000\n\nMarcus L. Smith\nOver $100,000\n\nNancy Wiser Stefani\nOver $100,000\n\nSusan J. Sutherland\nOver $100,000\n\nScott E. Wennerholm\nOver $100,000\n\n \n\n**Board Meetings and Committees**\n\nThe Board has general oversight responsibility with respect to the\nbusiness and affairs of the Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively, the “adviser”)\nto manage the Fund. The Fund’s investment adviser also serves as administrator of the Fund. The Board is responsible for overseeing\nsuch adviser and administrator and other service providers to the Fund. The Board is currently composed of nine noninterested Trustees.\nIn addition to six regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific\nmatters that may require action prior to the next regular meeting. As discussed below, the Board has established six committees to assist\nthe Board in performing its oversight responsibilities.\n\nThe Board has appointed a noninterested Trustee to serve in the role\nof Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings of the Board and\nthe identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson\nalso presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members\ngenerally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. In addition,\nthe Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson. The Vice-Chairperson has the power and authority\nto perform any or all of the duties and responsibilities of the Chairperson in the absence of the Chairperson and/or as requested by the\nChairperson. Except for any duties specified herein or pursuant to the Fund’s\n\nEaton Vance Enhanced Equity Income Fund 4 Proxy Statement dated May 21, 2026\n\n \n\n \n\nAgreement and Declaration of Trust or By-Laws, the designation of\nChairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations or liability that is greater than\nthe duties, obligations or liability imposed on such person as a member of the Board, generally.\n\nThe Fund is subject to a number of risks, including, among others,\ninvestment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of the Fund and\nis addressed as part of various activities of the Board and its Committees. As part of its oversight of the Fund, the Board directly,\nor through a Committee, relies on and reviews reports from, among others, Fund management, the adviser/administrator, the principal underwriter,\nthe Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments,\noperations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether,\nand 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,\nthe principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and\nits Committees. Each of the adviser/administrator, the principal underwriter and the other Fund service providers has its own independent\ninterest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend,\nin part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect the Fund\nor to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks\n(such as investment-related risks) to achieve the Fund’s goals.\n\nThe Board, with the assistance of management and with input from\nthe Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board\nhas appointed a Fund CCO who oversees the implementation and testing of the Fund’s compliance program and reports to the Board regarding\ncompliance matters for the Fund and its principal service providers. In addition, as part of the Board’s periodic review of the\nadvisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects\nof their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews\nvaluation policies and procedures applicable to valuing the Fund’s shares. The administrator and the adviser are responsible for\nthe implementation and day-to-day administration of these valuation policies and procedures and provide reports to the Audit Committee\nof the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports\nperiodically from the independent public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities,\nas well as with respect to other risks associated with registered investment companies. Reports received from service providers, legal\ncounsel and the independent public accounting firm assist the Board in performing its oversight function.\n\nThe Fund’s By-Laws set forth specific qualifications to serve\nas a Trustee. The Charter of the Governance Committee also sets forth certain factors that the Committee may take into account in considering\nnoninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the\nfactors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating\nto the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation\nfor high ethical standards and professional integrity; (v) specific financial, technical or other expertise possessed by the individual\nor other experience or background of the individual, and the extent to which such expertise, experience or background would complement\nthe Board members’ existing mix of skills, core competencies and qualifications and diversity of experiences and background; (vi)\nperceived ability to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly\nand work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the\n1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such other factors\nas the Board determines to be relevant in light of the existing composition of the Board and any anticipated vacancies.\n\nAmong the attributes or skills common to all Board members are their\nability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members\nof the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise\neffective and independent business judgment in the performance of their duties as members of the Board. Each Board member’s ability\nto perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or\nacademic positions and through experience from service as a member of the Boards of the Eaton Vance family of funds (“Eaton Vance\nFund Boards”) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other\norganizations as set forth below. Each Board member’s ability to perform his or her duties effectively also has been enhanced by\nhis or her educational background, professional training, and/or other life experiences.\n\nEaton Vance Enhanced Equity Income Fund 5 Proxy Statement dated May 21, 2026\n\n \n\nIn respect of each current member of the Board, the individual’s\nsubstantial professional accomplishments and experience, including in fields related to the operations of registered investment companies,\nwere a significant factor in the determination that the individual should serve as a member of the Board. The following is a summary of\neach Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion\nthat he or she should serve as a member of the Board:\n\n*Alan C. Bowser.*Mr. Bowser has served as a Board member of\nthe Eaton Vance open-end funds since 2022 and of the Eaton Vance closed-end funds since 2023. Mr. Bowser has over 25 years of experience\nin the financial services industry, most of which has been dedicated to leading investment advisory teams serving institutions, family\noffices, and ultra-high net worth individuals in the U.S. and Latin America. From 2011-2023, Mr. Bowser served in several capacities at\nBridgewater Associates, an asset management firm, including most recently serving as Chief Diversity Officer and Co-Head of the Americas\nRegion in addition to being a Partner and a member of the Operating Committee. Prior to joining Bridgewater Associates, he was Managing\nDirector and Head of Investment Services at UBS Wealth Management Americas from 2007 to 2010 and, before that, Managing Director and Head\nof Client Solutions for the Latin America Division at the Citibank Private Bank from 1999 to 2007. Mr. Bowser has been an Independent\nDirector of Stout Risius Ross since 2021, a founding Board Member and current Board Chair of the Black Hedge Fund Professionals Network\nand has served on the Boards of the Robert Toigo Foundation, the New York Urban League, the University of Pennsylvania, and as Vice Chairman\nof the Greater Miami Chamber of Commerce Task Force on Ethics. In 2020, he was recognized as one of the top 100 “EMPower Ethnic\nMinority Executive Role Models” and in 2022 he was recognized by Business Insider magazine as one of 14 “Diversity Trailblazers”\nmaking corporate America more inclusive. Mr. Bowser received a Bachelor of Science degree in Economics, summa cum laude, from The Wharton\nSchool, University of Pennsylvania, and a Master of Philosophy in Politics from Oxford University.\n\n*Cynthia E. Frost.* Ms. Frost has served as a member of the\nEaton Vance Fund Boards since 2014. From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she\noversaw the evaluation, selection and monitoring of the third party investment managers who managed the university’s endowment.\nFrom 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment.\nMs. Frost also served in various investment and consulting roles at Cambridge Associates from 1989-1995, Bain and Company from 1987-1989\nand BA Investment Management Company from 1983-1985. She serves as a member of the investment committee of The MCNC Endowment. Ms. Frost\nearned a Bachelor of Arts degree, with honors, in Economics from Stanford University and a Master of Business Administration degree, Edward\nTuck Scholar, from Amos Tuck School, Dartmouth College. Ms. Frost was a CFA® charterholder during her professional investment career.\n\n*George J. Gorman*. Mr. Gorman has served as a member of the\nEaton Vance Fund Boards since 2014 and is the Chairperson of the Audit Committee and of the Contract Review Committee. From 1974 through\n2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the Asset Management Group (from\n1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the SEC, hedge funds and private\nequity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes, including the Bank of America\nMoney Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014. Mr. Gorman received a Bachelor of Science degree,\ncum laude, in Business and Administration from Duquesne University and a Master of Business Administration degree from Amos Tuck School,\nDartmouth College. He is a CPA in New York and Massachusetts.\n\n*Valerie A. Mosley.*Ms. Mosley has served as a member of the\nEaton Vance Fund Boards since 2014. In 2020, she founded Upward Wealth, Inc., doing business as BrightUp, a fintech platform focused on\nhelping everyday workers grow their net worth and reinforce their self-worth. From 1992 through 2012, Ms. Mosley served in several capacities\nat Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager\nand Investment Strategist. Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked\nin institutional corporate bond sales at Kidder Peabody from 1986-1990. She is a Director of DraftKings, Inc., a digital sports entertainment\nand gaming company. In addition, she is also a board member of Caribou Financial, Inc., an auto loan refinancing company. Ms. Mosley previously\nserved as a Director of Dynex Capital, Inc., a mortgage REIT, from 2013-2020, a Director of Progress Investment Management Company, a\nmanager of emerging managers, until 2020, a Director of Groupon, Inc., an e-commerce platform from 2020-2022, and a Director of Envestnet,\nInc., a provider of intelligent systems for wealth management and financial wellness, from 2018-2024. She serves as a trustee or board\nmember of several major non-profit organizations and endowments. Ms. Mosley earned a Bachelor of Arts degree in History from Duke University\nand a Master of Business Administration degree from The Wharton School, University of Pennsylvania. Ms. Mosley was a CFA®\ncharterholder during her professional investment career.\n\nEaton Vance Enhanced Equity Income Fund 6 Proxy Statement dated May 21, 2026\n\n \n\n*Keith Quinton*. Mr. Quinton has served as a member of the Eaton\nVance Fund Boards since 2018 and is the Chairperson of the Closed-End Fund Committee. He had over thirty years of experience in the investment\nindustry before retiring from Fidelity Investments, where he served as a portfolio manager and senior quantitative analyst from 2001 through\n2014. Prior to joining Fidelity, Mr. Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001.\nFrom 1997 through 2000, he was a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was\nsenior vice president in the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton\nserved in various investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where he began\nhis career in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton served as an Independent Investment Committee\nMember of the New Hampshire Retirement System, a five member committee that manages investments based on the investment policy and asset\nallocation approved by the board of trustees (2017-2021), and as a Director (2016-2021) and Chairman (2019-2021) of the New Hampshire\nMunicipal Bond Bank. Mr. Quinton earned an Artium Baccalaurei degree in Russian from Dartmouth College and a Master of Business Administration\ndegree from Amos Tuck School, Dartmouth College. Mr. Quinton was a CFA® charterholder during his professional investment career.\n\n*Marcus L. Smith.*Mr. Smith has served as a member of the Eaton\nVance Fund Boards since 2018 and is the Chairperson of the Portfolio Management Committee. He was elected to the Governing Council of\nthe Independent Directors Council (IDC), where he serves on the Education and Engagement Committee. Mr. Smith has been an Independent\nDirector at First Industrial Realty Trust, Inc. (NYSE: FR), a fully integrated REIT specializing in industrial real estate, since 2021,\nwhere he serves on the Audit, Investment, and Nominating & Governance Committees. Since 2017, he has served on the Board of Directors\nof MSCI Inc. (NYSE: MSCI), a leading global provider of investment decision support tools, where he chairs the Audit Committee and is\na member of the Strategy & Finance Committee. Mr. Smith was previously a Director of DCT Industrial Trust Inc. (NYSE: DCT) from 2017\nuntil its acquisition by Prologis in 2018, serving on the Audit and Nominating & Corporate Governance Committees. He spent over two\ndecades at MFS Investment Management, where he led the $23 billion International Equity portfolio and held senior roles including Chief\nInvestment Officer for Canada and Asia. Earlier in his career, Mr. Smith was a senior consultant at Andersen Consulting (now Accenture)\nand served as a U.S. Army Reserve Officer. His nonprofit engagements include current board roles with Facing History and Ourselves, the\nCore Knowledge Foundation, and the Harvard Medical School Advisory Council on Education. He previously served as a trustee of the University\nof Mount Union (2008-2020) and on the Boston Advisory Board of the Posse Foundation (2015-2021). Mr. Smith earned a Bachelor of Science\ndegree in Computer Science, cum laude, from the University of Mount Union and a Master of Business Administration degree from The Wharton\nSchool, University of Pennsylvania.\n\n*Nancy Wiser Stefani.*Ms. Stefani has served as a member of\nthe Eaton Vance Fund Boards since 2022 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. Prior to its\nacquisition in 2024, she also served as a corporate Director for Rimes Technologies, a data management company based in London (2022-2024).\nMs. Stefani has over 35 years of experience in the investment management and financial services industry. From 2011-2021, Ms. Stefani\nserved as an Executive Vice President, Global Head of Operations and Treasurer of Wells Fargo Funds, at Wells Fargo Asset Management,\nwhere she oversaw operations and governance matters. In the role of governance, Ms. Stefani served as chairman of the board for the Wells\nFargo Asset Management United Kingdom and Luxembourg legal entities as well as the Luxembourg funds. Additionally, Ms. Stefani served\nas the Treasurer for the Wells Fargo Funds from 2012-2021. Prior to joining Wells Fargo Asset Management, Ms. Stefani served as Chief\nOperating Officer and Chief Compliance Officer at LightBox Capital Management, from 2008-2011, and GMN Capital Management, from 2006-2007,\nwhere she oversaw all non-investment activities. She currently serves on the University of Minnesota Foundation Board of Trustees (since\n2022) and previously served on several other non-profit boards including her alma mater Providence College Business Advisory board, Boston\nScores and the National Black MBA Advisory board. Ms. Stefani earned a Bachelor of Science degree in Business Administration from Providence\nCollege.\n\n*Susan J. Sutherland*. Ms. Sutherland has served as a member\nof the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Governance Committee. She is formerly a Director of Ascot Group\nLimited from 2017-2025 and of Ascot Underwriting Limited from 2023-2025, a UK based subsidiary of Ascot Group Limited. Ascot Group Limited,\nthrough its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty property\nand casualty insurance and reinsurance. In addition, Ms. Sutherland was a Director of Kairos Acquisition Corp. from 2021 until its dissolution\nin 2023, which had concentrated on acquisition and business combination efforts within the insurance and insurance technology (also known\nas “InsurTech”) sectors. Ms. Sutherland was also a Director of Montpelier Re Holdings Ltd., a global provider of customized\nreinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized automobile\nand marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner in the Financial\nInstitutions Group of the global law firm Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and international\ninsurance and reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions. In addition,\nMs. Sutherland has also served as a board member of prominent non-profit organizations. Ms. Sutherland earned a Bachelor of Arts\ndegree in political science, with highest honors, from Denison University and a Juris Doctor degree from New York University School\nof Law, where she was a Root-Tilden Scholar.\n\nEaton Vance Enhanced Equity Income Fund 7 Proxy Statement dated May 21, 2026\n\n \n\n*Scott E. Wennerholm*. Mr. Wennerholm has served as a member\nof the Eaton Vance Fund Boards since 2016 and is the Independent Chairperson of the Board. He has over 30 years of experience in the financial\nservices industry in various leadership and executive roles. Mr. Wennerholm served as Chief Operating Officer and Executive Vice President\nat BNY Mellon Asset Management from 2005-2011. He also served as Chief Operating Officer and Chief Financial Officer at Natixis Global\nAsset Management from 1997-2004 and was a Vice President at Fidelity Investments Institutional Services from 1994-1997. In addition, Mr.\nWennerholm served as a Trustee at Wheelock College, a postsecondary institution from 2012-2018. Mr. Wennerholm earned Bachelor of Arts\ndegrees in Business Administration and in Philosophy from Furman University and a Master of Business Administration degree from Boston\nUniversity. He has held FINRA licenses in Series 7, 24, 27, and 63.\n\nDuring the fiscal year ended September 30, 2025, the Trustees of\nthe Fund met nine times. The Board of Trustees has several standing Committees, including the Audit Committee, the Contract Review Committee,\nthe Governance Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Closed-End\nFund Committee (formerly known as the Ad Hoc Committee for Closed-End Fund Matters). The Audit Committee met ten times, the Contract Review\nCommittee met five times, the Governance Committee met nine times, the Portfolio Management Committee met six times, and the Compliance\nReports and Regulatory Matters Committee met eight times. The Closed-End Fund Committee was established in October 2024 and met seven\ntimes during the Fund’s fiscal year ended September 30, 2025. In addition, during the fiscal year ended September 30, 2025, the\npredecessor to the Closed-End Fund Committee, the Ad Hoc Committee for Closed-End Fund Matters met one time. Each Trustee attended at\nleast 75% of the Board and Committee meetings on which he or she serves. None of the Trustees attended the Fund’s 2025 Annual Meeting\nof Shareholders.\n\nEach Committee of the Board of Trustees of the Fund is comprised\nof only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the\nGovernance Committee and the Board.\n\nMessrs. Gorman (Chairperson) and Wennerholm and Mses. Mosley and\nStefani are members of the Audit Committee. Each Audit Committee member is independent under applicable listing standards of the New York\nStock Exchange. The purposes of the Audit Committee are to (i) oversee the Fund’s accounting and financial reporting processes,\nits internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers;\n(ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and the\nindependent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory\nrequirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent\naudits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent auditors, and, if applicable,\nnominate independent auditors to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications,\nindependence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit;\nand (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for\ninclusion in the proxy statement for the Annual Meeting of Shareholders of the Fund. The Fund’s Board of Trustees has adopted a\nwritten charter for its Audit Committee, a copy of which is attached as Exhibit A. The Audit Committee’s Report is set forth below\nunder “Additional Information.”\n\nMessrs. Gorman (Chairperson), Bowser, Quinton, Smith and Wennerholm\nand Mses. Frost, Mosley, Stefani and Sutherland are members of the Contract Review Committee. The purposes of the Contract Review Committee\nare to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each\nservice provider to the Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services\n(if any) and administrative services; (ii) any and all other matters in which any of the Fund’s service providers (including Eaton\nVance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders;\nand (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other\nCommittees of the Board.\n\nMessrs. Smith (Chairperson) and Gorman, and Mses. Frost and Mosley\nare members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board in\nits oversight of the portfolio management process employed by the Fund and its investment adviser and sub-adviser(s), if applicable, relative\nto the Fund’s stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies and\nprocedures and risk management techniques applicable to the Fund; and (iii) assist the Board in its monitoring of the performance results\nof all funds, giving special attention to the performance of certain funds that it or the Board of Trustees identifies from time to time.\n\nEaton Vance Enhanced Equity Income Fund 8 Proxy Statement dated May 21, 2026\n\n \n\nMses. Stefani (Chairperson) and Sutherland and Messrs. Bowser and\nQuinton are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory\nMatters Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters\naffecting the Fund; (ii) serve as a liaison between the Board of Trustees and the Fund’s CCO; and (iii) serve as a “qualified\nlegal compliance committee” within the rules promulgated by the SEC.\n\nMessrs. Quinton (Chairperson) and Bowser and Mses. Frost and Sutherland\nare members of the Closed-End Fund Committee. The purpose of the Committee is to assist the Board of the Eaton Vance Closed-End Funds\non the oversight of the Closed-End Funds, including secondary market trading, capital structure, distribution policies and other matters\nas delegated by the Board.\n\nMses. Sutherland (Chairperson), Frost, Mosley and Stefani, and Messrs.\nBowser, Gorman, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent\nunder applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee is to consider, evaluate and\nmake recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including\nthe nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.\n\nThe Fund’s Board has adopted a written charter for its Governance\nCommittee, a copy of which is available on the Eaton Vance website, https://www.eatonvance.com/closed-end-fund-and-term-trust-documents.php.\nThe Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current\nTrustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Fund who submit recommendations\nin accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as\na candidate to fill any vacancy an individual recommended by management of the Fund, unless the Governance Committee has invited management\nto make such a recommendation. The Governance Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a\nshareholder, provided that such recommendation is submitted in writing to the Fund’s Secretary at the principal executive office\nof the Fund. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate\nwould be an “interested person” of the Fund), a written consent by the candidate to be named as a nominee and to serve as\nTrustee if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of\nany arrangements or understandings regarding recommendation of the candidate for consideration. The Governance Committee’s procedures\nfor evaluating candidates for the position of noninterested Trustee are set forth in an appendix to the Committee’s charter.\n\nThe Governance Committee does not have a formal policy to consider\ndiversity when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee considers\nthe overall diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers how a particular\ncandidate could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members\nand thereby enhance the effectiveness of the Board. Six of the nine currently serving noninterested Trustees bring gender and/or racial\ndiversity to the Board. In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the diversity of\nits members, including specifically whether the Board’s members have the right mix of characteristics, experiences and skills. The\nresults of the self-evaluation are considered by the Governance Committee in its decision-making process with respect to candidates for\nthe position of noninterested Trustee.\n\n**Communications with the Board of Trustees**\n\nShareholders wishing to communicate with the Board may do so by sending\na written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of Trustees or to the\nnoninterested Trustees as a group, at the following address: One Post Office Square, Boston, Massachusetts 02109, c/o the Secretary of\nthe Fund.\n\nEaton Vance Enhanced Equity Income Fund 9 Proxy Statement dated May 21, 2026\n\n \n\n**Remuneration of Trustees**\n\nEach noninterested Trustee is compensated for his or her services\naccording to a fee schedule adopted by the Board of Trustees, and receives a fee that consists of an annual retainer and a committee service\ncomponent. The Fund pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer of $337,500; (ii)\nan additional annual retainer of $165,000 for serving as the Chairperson of the noninterested Trustees; (iii) an additional annual retainer\nof $82,500 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or more Committees; (v) an additional\nannual retainer of $35,000 for serving as a Committee Chairperson (to be split evenly in the event of Co-Chairpersons); and (vi) out-of-pocket\nexpenses. The pro rata share paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets\nof all the funds in the Eaton Vance family of funds. During the fiscal year ended September 30, 2025, the noninterested Trustees of the\nFund earned the following compensation in their capacities as Trustees of the Fund. For the calendar year ended December 31, 2025, the\nnoninterested Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards(1):\n\nName of Trustee\nTotal\n\nCompensation\n\nfrom Fund\nTotal Compensation\n\nfrom Fund and\n\nFund Complex(1)\n\nAlan C. Bowser\n$ 4,941\n$ 414,216\n\nCynthia E. Frost\n$ 4,903\n$ 408,750\n\nGeorge J. Gorman\n$ 6,355(2)\n$ 530,000(4)\n\nValerie A. Mosley\n$ 5,172(3)\n$ 431,250(5)\n\nKeith Quinton\n$ 5,444\n$ 453,901\n\nMarcus L. Smith\n$ 5,278\n$ 440,000\n\nNancy Wiser Stefani\n$ 5,143\n$ 428,750\n\nSusan J. Sutherland\n$ 5,450\n$ 454,341\n\nScott E. Wennerholm\n$ 5,457\n$ 455,000\n\n \n\n(1)\nAs of May 7, 2026, the Eaton Vance fund complex consists of 121 registered investment companies or series thereof. The compensation schedule disclosed above reflects the current compensation, which may not have been in place for each Fund’s full fiscal year ended September 30, 2025 for the full calendar year ended December 31, 2025. Amounts do not include expenses reimbursed to Trustees for attending Board meetings, which in the aggregate amounted to $125,163 for the calendar year ended December 31, 2025. Mr. Mark R. Fetting, who served as a Trustee of the Funds since 2016 and Chairperson of the Board since 2025, passed away unexpectedly on August 9, 2025. For the fiscal year ended September 30, 2025, Mr. Fetting received Trustee fees of $5,751 from the Fund. For the calendar year ended December 31, 2025, he received $479,341 from the Fund and the Fund Complex.\n\n(2)\nIncludes $1,454 of deferred compensation.\n\n(3)\nIncludes $364 of deferred compensation.\n\n(4)\nIncludes $120,000 of deferred compensation\n\n(5)\nIncludes $30,000 of deferred compensation.\n\n \n\nTrustees of the Fund who are not affiliated with Eaton Vance may\nelect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan\n(the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have his or her\ndeferred 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\nthe Deferred Compensation Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in\naccordance with the Deferred Compensation Plan will have a negligible effect on the assets, liabilities, and net income of a participating\nFund, and will not obligate the Fund to retain the services of any Trustee or obligate the Fund to pay any particular level of compensation\nto the Trustee. The Fund does not have a pension or retirement plan for its Trustees.\n\n**The Board recommends that shareholders vote FOR the election of\nthe Trustee nominees of the Fund.**\n\n**OTHER MATTERS**\n\nThe Board knows of no business other than that identified in Proposal\n1 of the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented,\nit is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.\n\nEaton Vance Enhanced Equity Income Fund 10 Proxy Statement dated May 21, 2026\n\n \n\n**NOTICE TO BANKS AND BROKER/DEALERS**\n\nThe Fund has previously solicited all nominee and broker/dealer accounts\nas to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for\nbeneficial owners, please call 1-866-745-0272, send an email to corporateservices@equiniti.com or forward such requests to EQ Fund Solutions,\nLLC, P.O. Box 500, Newark, NJ 07101.\n\n**ADDITIONAL INFORMATION**\n\n**Audit Committee Report**\n\nThe Audit Committee reviews and discusses the audited financial statements\nwith Fund management. The Audit Committee also discusses with the independent registered public accounting firm the matters required to\nbe discussed by SAS 61 (Communication with Audit Committees), as modified or supplemented. The Audit Committee receives the written disclosures\nand the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence\nDiscussions with Audit Committees), as modified or supplemented, and discusses with the independent registered public accounting firm\ntheir independence.\n\nBased on the review and discussions referred to above, the Audit\nCommittee recommended to the Board of Trustees that the audited financial statements be included in the Fund’s annual report to\nshareholders for filing with the SEC. As mentioned, the Audit Committee is currently comprised of Messrs. Gorman (Chairperson) and Wennerholm\nand Mses. Mosley and Stefani.\n\n**Auditors, Audit Fees and All Other Fees**\n\nThe Board members, including a majority of the noninterested Trustees,\nof the Fund have selected Deloitte & Touche LLP (“Deloitte”), 115 Federal Street, Suite 15, Boston, Massachusetts 02110-1894,\nas the independent registered public accounting firm for the Fund. Representatives of Deloitte are not expected to be present at the Annual\nMeeting, but have been given the opportunity to make a statement if they desire to do so and will be available should any matter arise\nrequiring their presence.\n\nThe following table presents the aggregate fees billed for the two\nfiscal years ended September 30, 2025 and 2024 by the Fund’s independent registered public accounting firm for professional services\nrendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by the independent\nregistered public accounting firm during these periods.\n\n  \nSeptember 30,\n2025 \nSeptember 30,\n2024\n\nAudit Fees \n$59,400 \n$59,400\n\nAudit-Related Fees(1) \n 0 \n 0\n\nTax Fees(2) \n 0 \n 0\n\nAll Other Fees(3) \n 0 \n 0\n\nTotal \n$59,400 \n$59,400\n\n \n\n(1)Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance\nof the audit of the Fund’s financial statements and are not reported under the category of audit fees.\n\n(2)Tax fees consist of the aggregate fees billed for professional services rendered by the independent registered public accounting firm\nrelating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax\ncompliance/planning matters.\n\n(3)All other fees consist of the aggregate fees billed for products and services provided by the Fund’s independent registered\npublic accounting firm other than audit, audit-related, and tax services.\n\nNo services described in the table above were approved by the Fund’s\nAudit Committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.\n\nThe Fund’s Audit Committee has adopted policies and procedures\nrelating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the “Pre-Approval\nPolicies”). The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its\npre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax,\nand other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics\nof the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically\npre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee. The Pre-Approval Policies and\nthe types of audit and non-audit services pre-approved therein must be reviewed and\n\nEaton Vance Enhanced Equity Income Fund 11 Proxy Statement dated May 21, 2026\n\n \n\nratified by the Fund’s Audit Committee at least annually. The\nFund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of the Fund’s\nindependent registered public accounting firm.\n\nThe following table presents (i) the aggregate non-audit fees (i.e.,\nfees for audit-related, tax, and other services) billed for services rendered to the Fund by the Fund’s independent registered public\naccounting firm for two fiscal years ended September 30, 2025 and 2024, and (ii) the aggregate non-audit fees (i.e., fees for audit-related,\ntax, and other services) billed by the Fund’s independent registered public accounting firm for services rendered to Eaton Vance\nand any entity controlling, controlled by or under common control with Eaton Vance that provides ongoing services to the Fund for two\nfiscal years ended September 30, 2025 and 2024.\n\n  \nSeptember 30,\n2025 \nSeptember 30,\n2024\n\nFund \n$0 \n$0\n\nEaton Vance \n$18,490 \n$18,490\n\n \n\nThe Fund’s Audit Committee has considered whether the provision\nby the Fund’s independent registered public accounting firm of non-audit services to the Fund’s investment adviser, as well\nas 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\nS-X is compatible with maintaining the independent registered public accounting firm’s independence.\n\n**Officers of the Fund**\n\nThe officers of the Fund and their length of service are set forth\nbelow. The officers of the Fund hold indefinite terms of office. Because of their positions with Eaton Vance Management (“Eaton\nVance”) and their ownership of Morgan Stanley stock, the officers of the Fund will benefit from any advisory and/or administration\nfees paid by the Fund to Eaton Vance. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that\nis comparable to his or her position with Eaton Vance listed below.\n\n \n\nName\nand Year of Birth(1)\n \nFund\nPosition(s)\n \nOfficer\nSince(2)\n \nPrincipal\nOccupation(s) During Past Five Years(3)\n\nR. KELLY WILLIAMS, JR.\n\n1971\n \nPresident\n \n2023\n \nPresident and Chief Operating Officer of Atlanta Capital Management Company, LLC (“Atlanta Capital”). Officer of 18 registered investment companies managed by Eaton Vance or Boston Management and Research (“BMR”).\n\nDEIDRE E. WALSH\n\n1971\n \nVice President and Chief Legal Officer\n \n2021\n \nVice President of Eaton Vance and BMR. Officer of 121 registered investment companies managed by Eaton Vance or BMR. Also Vice President of Calvert Research Management (“CRM”) and officer of 43 registered investment companies advised or administered by CRM since 2021.\n\nJAMES F. KIRCHNER\n\n1967\n \nTreasurer\n \n2007\n \nVice President of Eaton Vance and BMR. Officer of 121 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 43 registered investment companies advised or administered by CRM since 2016.\n\nNICHOLAS S. DI LORENZO\n\n1987\n \nSecretary\n \n2022\n \nOfficer of 121 registered investment companies managed by Eaton Vance or BMR. Formerly, associate (2012-2021) and counsel (2022) at Dechert LLP.\n\nLAURA T. DONOVAN\n\n1976\n \nChief Compliance Officer\n \n2024\n \nVice President of Eaton Vance and BMR. Officer of 121 registered investment companies managed by Eaton Vance or BMR.\n\n \n\n(1)The business address of each officer is One Post Office Square, Boston, Massachusetts 02109.\n\n(2)Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise,\nyear of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.\n\n(3)Includes both funds and portfolios in a hub and spoke structure.\n\nEaton Vance Enhanced Equity Income Fund 12 Proxy Statement dated May 21, 2026\n\n \n\n**Investment Adviser and Administrator**\n\nEaton Vance, with its principal office at One Post Office Square,\nBoston, Massachusetts 02109, serves as the investment adviser and administrator to the Fund. Eaton Vance is an indirect, wholly\nowned subsidiary of Morgan Stanley.\n\n**Distributor**\n\nEaton Vance Distributors, Inc. serves as the distributor for the\nCommon Shares of the Fund through various specified transactions, including at-the-market offerings pursuant to Rule 415 under the Securities\nAct of 1933, as amended, subject to various conditions. Eaton Vance Distributors, Inc. is located at One Post Office Square, Boston, Massachusetts\n02109.\n\n**Proxy Solicitation, Tabulation and Voting Requirements**\n\nThe expense of preparing, printing and mailing this Proxy Statement\nand enclosures and the costs of soliciting proxies on behalf of the Board of the Fund will be borne by the Fund. Proxies will be solicited\nby mail and may be solicited in person or by telephone or facsimile by officers of the Fund, by personnel of its administrator, Eaton\nVance, by the transfer agent, Equiniti Trust Company, LLC, by broker-dealer firms, or by a professional solicitation organization. The\nexpenses associated with the solicitation of these proxies and with any further proxies will be borne by the Fund. A written proxy may\nbe delivered to the Fund or its transfer agent prior to the Annual Meeting by facsimile machine, graphic communication equipment or similar\nelectronic transmission. The Fund will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names\nor in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial\nowners of such shares. Total estimated proxy solicitation costs are approximately $27,724.\n\nAll proxy cards solicited by the Board that are properly executed\nand received by the Secretary prior to the Annual Meeting, and which are not revoked, will be voted at the Annual Meeting. Shares represented\nby such proxies will be voted in accordance with the instructions thereon. If no specification is made on the proxy card with respect\nto 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\ntowards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted\nand (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions\nand broker non-votes, which will be treated as shares that are present at the Annual Meeting but which have not been voted, will assist\nthe Fund in obtaining a quorum but will have no effect on the outcome of Proposal 1.\n\nA quorum requires the presence, in person or by proxy, of a majority\nof the outstanding shares of the Fund entitled to vote. In the event that a quorum is not present at the Annual Meeting, or if a quorum\nis present at the Annual Meeting but sufficient votes by the shareholders of the Fund FOR the Proposal set forth in the Notice of this\nAnnual Meeting are not received by that time on July 21, 2026, the persons named as proxies may propose one or more adjournments of the\nAnnual Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority\nof the shares present in person or by proxy at the session of the Annual Meeting to be adjourned. The persons named as proxies will vote\nFOR such adjournment those proxies which they are entitled to vote FOR any Trustee nominee. They will vote against any such adjournment\nthose proxies that voted “WITHHOLD AUTHORITY FOR ALL NOMINEES” (sometimes referred to as abstentions). The costs of any such\nadditional solicitation and of any adjourned session will be borne by the Fund.\n\nPursuant to the Fund’s By-Laws, with respect to any election\nof Trustees other than a contested election, a nominee must receive the affirmative vote of a plurality of votes cast at any meeting at\nwhich a quorum is present to be elected. A plurality means that the Trustee nominee receiving the greatest number of votes will be elected.\nWith respect to a contested election, a nominee must receive the affirmative vote of a majority of the Fund’s shares outstanding\nand entitled to vote with respect to such nominee in order to be elected. The By-Laws define a “contested election” as any\nelection of Trustees in which the number of persons validly nominated for election as Trustees with respect to a given class or classes\nof Fund shares exceeds the number of Trustees to be elected with respect to such class or classes. See Proposal 1 for the vote required\nto elect Trustees at the Annual Meeting.\n\nThe Fund will furnish without charge a copy of its most recent\nAnnual and Semi-Annual Reports to any shareholder upon request. Shareholders desiring to obtain a copy of such reports should call 1-866-745-0272,\nsend an email to corporateservices@equiniti.com or write to the Fund c/o EQ Fund Solutions, LLC, P.O. Box 500, Newark, NJ 07101. Please\nnote that only one Annual or Semi-Annual Report or this proxy statement or Notice of Internet Availability of Proxy Materials may be delivered\nto two or more shareholders of the Fund who share an address, unless the Fund has received instructions to the contrary. Shareholder reports\nare also available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.\n\nEaton Vance Enhanced Equity Income Fund 13 Proxy Statement dated May 21, 2026\n\n \n\n**SHAREHOLDER PROPOSALS**\n\nTo be considered for presentation at the Fund’s 2027 Annual\nMeeting of Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act must be received at the Fund’s\nprincipal office c/o the Secretary of the Fund on or before January 21, 2027. Written notice of a shareholder proposal submitted outside\nof the processes of Rule 14a-8 must be delivered to the Fund’s principal office c/o the Secretary of the Fund no later than the\nclose of business on April 22, 2027 and no earlier than the close of business on March 23, 2027. In order to be included in the Fund’s\nproxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal\ndoes not guarantee that such proposal will be included.\n\nEaton Vance Enhanced Equity Income Fund 14 Proxy Statement dated May 21, 2026\n\n \n\n**EXHIBIT A**\n\n** **\n\n**EATON VANCE FUNDS**\n\n** **\n\n**AUDIT COMMITTEE CHARTER**\n\nI. Purposes of the Committee.\n\nThe Board of Trustees or Directors (the “Board”) of each\nregistered investment company or series thereof (each, a “Fund” and collectively, the “Funds”) advised by Eaton\nVance Management or its affiliate, Boston Management and Research (collectively, “Eaton Vance”), has established an Audit\nCommittee of the Board (the “Committee”) and has approved this Charter for the operation of the Committee. The purposes of\nthe Committee are as follows:\n\n1.To oversee each Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as\nappropriate, the internal control over financial reporting of certain service providers;\n\n2.To oversee or, as appropriate, assist the Board in its oversight of the quality and integrity of the Funds’ financial statements\nand the independent audits thereof;\n\n3.To oversee or, as appropriate, assist the Board in its oversight of the Funds’ compliance with legal and regulatory requirements\nthat relate to the Funds’ accounting and financial reporting, internal control over financial reporting, independent audits, and\nvaluation of investments;\n\n4.To approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accountants\n(“independent auditors”), and, if applicable, nominate independent auditors to be proposed for shareholder ratification in\nany proxy statement of a Fund;\n\n5.To evaluate or, as appropriate, assist the Board in its evaluation of the qualifications, independence and performance of the independent\nauditors and the audit partner in charge of leading the audit; and\n\n6.To prepare, as necessary, such audit committee reports as are required to be prepared by applicable Securities and Exchange Commission\n(“SEC”), NYSE American LLC (“NYSE American,” formerly NYSE MKT LLC) and New York Stock Exchange rules, for inclusion\nin the proxy statement for the annual meeting of shareholders of a Fund.\n\nThe primary function of the Committee is oversight. The Committee\nis not responsible for managing the Funds or for performing tasks that are delegated to the officers of any Fund, any investment adviser\nto a Fund, the custodian of a Fund, and other service providers for the Funds, including the independent auditors, and nothing in this\nCharter shall be construed to reduce the responsibilities or liabilities of management or the Funds’ service providers. It is management’s\nresponsibility to maintain appropriate systems for accounting and internal control over financial reporting. Specifically, management\nis responsible for: (1) the preparation, presentation and integrity of the financial statements of each Fund; (2) the maintenance of appropriate\naccounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other\nprocedures designed to assure compliance with accounting standards and related laws and regulations. The independent auditors are responsible\nfor planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter,\nand shall report directly to the Committee. In performing its oversight function, the Committee shall be entitled to rely upon advice\nand information that it receives in its discussions and communications with management, the independent auditors and such experts, advisors\nand professionals as may be consulted by the Committee.\n\nII. Composition of the Committee.\n\nThe Committee shall be comprised of at least three members appointed\nby the Board, which shall also determine the number and term, if any, of such members, in each case upon the recommendation of the Governance\nCommittee of the Board. All members of the Committee shall be Trustees or Directors who are not “interested persons” (as defined\nin the Investment Company Act of 1940, as amended (the “1940 Act”)) of any Fund or of the investment adviser, sub-adviser\nor principal underwriter of any Fund (each, an “Independent Trustee,” and collectively, the “Independent Trustees”).\nIn the event that a resignation, retirement, removal or other event or circumstance causes the number of Committee members to fall below\nthe minimum set forth above, the Committee shall nevertheless be authorized to take any and all actions otherwise permitted under this\nCharter pending the appointment, within a reasonable time, of one or more Independent Trustees to fill the vacancy created thereby.\n\n  A-1 \n\n \n\nThe following requirements shall also be satisfied with respect to\nthe membership and composition of the Committee:\n\n1.each member of the Committee shall have no material relationship that would interfere with the exercise of his or her independent\njudgment;\n\n2.no member of the Committee shall receive any compensation from a Fund except compensation for service as a member or Chairperson of\nthe Board or of a committee of the Board;\n\n3.each member of the Committee shall also satisfy the Committee membership requirements imposed under the applicable rules of NYSE American\nand New York Stock Exchange (and any other national securities exchange on which a Fund’s shares are listed), as in effect from\ntime to time, including with respect to the member’s former affiliations or employment and financial literacy;\n\n4.at least one member of the Committee must have the accounting or related financial management expertise and/or financial sophistication\nrequired under applicable rules of the NYSE American and New York Stock Exchange; and\n\n5.unless it determines that no member of the Committee qualifies as an audit committee financial expert as defined in Item 3 of Form\nN-CSR, the Board will identify one (or in its discretion, more than one) member of the Committee as an audit committee financial expert.\n\nIII. Meetings of the Committee.\n\nMeetings of the Committee shall be held, upon reasonable notice,\nat such times (but not less frequently than annually with respect to each Fund), at such places or virtually, and for such purposes (consistent\nwith the purposes of the Committee set forth in this Charter) as may be determined from time to time by the Committee, the Chairperson\nof the Committee, the Board or the Chairperson of the Board. The Committee shall periodically meet separately with any independent auditors\nrendering reports to the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business\nat any meeting, and the decision of a majority of the members present and voting at a meeting at which a quorum is present shall determine\nany matter submitted to a vote. The Committee may adopt such procedures or rules not otherwise inconsistent with the terms of this Charter\nas it deems appropriate to govern its conduct under this Charter, which procedures or rules, if any, shall be included as an appendix\nto this Charter. Notices of all meetings of the Committee shall be provided to all Independent Trustees and all Independent Trustees shall\nbe entitled to attend such meetings. Materials provided to the members of the Committee in connection with meetings of the Committee shall\nbe made available to each Independent Trustee.\n\nIV. Chairperson of the Committee.\n\nA member of the Committee shall be appointed Chairperson of the Committee\nby the Board, upon the recommendation of the Governance Committee, for a term of not more than four years, and such member may serve as\nChairperson of the Committee for more than one term. The Chairperson of the Committee, or another member of the Committee designated by\nthe Chairperson shall preside at meetings of the Committee. The Chairperson of the Committee shall be authorized to determine the agenda\nof such meetings, the materials to be provided in connection with such meetings, the topics to be discussed, the amount of time to be\ndevoted to such topics and the order in which the topics are to be addressed. The Chairperson of the Committee may from time to time establish\none or more working groups comprised of members of the Committee to assist the Chairperson and the Committee in performing their duties\nand responsibilities, and shall promptly notify the Chairperson of the Board upon the establishment of any such working group. The Chairperson\nof the Committee shall provide oral or written reports to the Board at regular meetings of the Board regarding the activities of the Committee\n(and any working group thereof), including any approval by the Chairperson of the Board of expenditures by the Committee not previously\nreported to the Board. The Chairperson of the Committee shall be primarily responsible for interfacing with the Chairperson of the Board\nand with the Chairperson of each other committee of the Board with respect to matters potentially affecting the activities of the Committee.\nThe Chairperson of the Committee shall also be primarily responsible, on behalf of the Committee, for interfacing with those individuals\nidentified by Eaton Vance from time to time as being primarily responsible for responding to requests of the Committee. The Board may,\nupon the recommendation of the Governance Committee, appoint a Vice-Chairperson of the Committee with the power and authority to perform\nany or all of the duties and responsibilities of the Chairperson of the Committee in the absence of the Chairperson of the Committee and/or\nas requested by the Chairperson of the Committee. The Chairperson and Vice-Chairperson, if any, of the Committee shall receive such compensation\nas is determined from time to time by the Board upon the recommendation of the Governance Committee.\n\n  A-2 \n\n \n\nV. Duties and Responsibilities of the Committee.\n\nTo carry out its purposes, the Committee shall have the following\nduties and responsibilities:\n\n1.With respect to each Fund the securities of which are listed on a national securities exchange, to meet to review and discuss with\nmanagement and the independent auditors the audited financial statements and other periodic financial statements of the Fund (including\nthe Fund’s specific disclosures under the item “Management’s Discussion of Fund Performance”); provided that discussion\nwith the independent auditors shall not be required with respect to any periodic financial statement of the Fund that was not the subject\nof a review by such auditors.\n\n2.To consider the results of the examination of the Fund’s financial statements by the independent auditors, the independent auditors’\nopinion with respect thereto, and any management letter issued by the independent auditors.\n\n3.To review and discuss with the independent auditors: (a) the scope of audits and audit reports and the policies relating to internal\nauditing procedures and controls and the accounting principles employed in the Fund’s financial reports and any proposed changes\ntherein; (b) the personnel, staffing, qualifications and experience of the independent auditors; and (c) the compensation of the independent\nauditors.\n\n4.To review and assess the performance of the independent auditors and to approve, on behalf of the Board, the engagement and compensation\nof the independent auditors and to recommend the appointment and selection to the Board for approval. Approval by the Committee shall\nbe in addition to any approval required under applicable law by a majority of the members of the Board who are not “interested persons”\nof the Fund as defined in Section 2(a)(19) of the 1940 Act. In performing this function, the Committee shall: (a) discuss with the independent\nauditors matters bearing upon the qualifications of such auditors as “independent” under applicable standards of independence\nestablished from time to time by the SEC, the Public Company Accounting Oversight Board and other regulatory authorities; and (b) secure\nfrom the independent auditors the information required by Independence Standards Board Standard No. 1, Independence Discussions with Audit\nCommittees, as in effect from time to time. The Committee shall actively engage in a dialogue with the independent auditors with respect\nto any disclosed relationships or services that may impact the objectivity and independence of the independent auditors.\n\n5.To pre-approve: (a) audit and non-audit services provided by the independent auditors to the Fund; and (b) non-audit services provided\nby the independent auditors to the adviser or any other entity controlling, controlled by or under common control with the adviser that\nprovides on-going services to the Fund (“Adviser Affiliates”) if the engagement of the independent auditors relates directly\nto the operations and financial reporting of the Fund, as contemplated by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)\nand the rules issued by the SEC in connection therewith (except, in the case of non-audit services provided to the Fund or any Adviser\nAffiliate, those within applicable de minimis statutory or regulatory exceptions), and to consider the possible effect of providing such\nservices on the independence of the independent auditors.\n\n6.To adopt, if and to the extent deemed appropriate by the Committee, policies and procedures for pre-approval of the audit or non-audit\nservices referred to above, including policies and procedures by which the Committee may delegate to one or more of its members authority\nto grant such pre-approval on behalf of the Committee (subject to subsequent reporting to the Committee). Separate and apart from any\nsuch policies and procedures, the Committee hereby delegates to each of its members the authority to pre-approve any non-audit services\nreferred to above between meetings of the Committee, provided that: (i) all reasonable efforts shall be made to obtain such pre-approval\nfrom the Chairperson of the Committee or a Vice-Chairperson, if any, prior to seeking such pre-approval from any other member of the Committee;\nand (ii) all such pre-approvals shall be reported to the Committee not later than the next meeting thereof.\n\n7.To consider the controls implemented by the independent auditors and any measures taken by management to ensure that all items requiring\npre-approval by the Committee are identified and referred to the Committee in a timely fashion.\n\n  A-3 \n\n \n\n8.To timely receive reports from such independent auditors of: (i) all critical accounting policies and practices used by the Fund (or,\nin connection with any update, any changes in such accounting policies and practices), (ii) any material alternative accounting treatments\nwithin GAAP that have been discussed with management since the last annual report or update, including the ramifications of the use of\nthe alternative treatments and the treatment preferred by the accounting firm, (iii) all other material written communications between\nthe independent auditors and the management of the Fund since the last quarterly report or update, (iv) a description of all non-audit\nservices provided, including fees associated with the services, to any fund complex of which the Fund is a part since the last annual\nreport or update that was not subject to the pre-approval requirements as discussed above; and (v) any other matters of concern relating\nto the Fund’s financial statements, including any uncorrected misstatements (or audit differences) whose effects management believes\nare immaterial, both individually and in aggregate, to the financial statements taken as a whole.\n\n9.To review and discuss with the independent auditors the matters required to be communicated with respect to the Fund pursuant to applicable\nauditing standards, as in effect from time to time, and to receive such other communications or reports from the independent auditors\n(and management’s responses to such reports or communications) as may be required under applicable listing standards of the national\nsecurities exchanges on which the Fund’s shares are listed, including a report describing: (1) the internal quality-control procedures\nof the independent auditors, any material issues raised by the most recent internal quality-control review, or peer review, of the independent\nauditors, or by any inquiry or investigation by governmental or professional regulatory authorities, within the preceding five years,\nrespecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and\n(2) all relationships between the independent auditors and the Fund and any other relationships or services that may impact the objectivity\nand independence of the independent auditors. To the extent unresolved disagreements exist between management and the independent auditors\nregarding the financial reporting of the Fund, it shall be the responsibility of the Committee to resolve such disagreements.\n\n10.To consider, at least annually, whether to concur with the independent auditors’ conclusion that providing permissible non-assurance\nservices to the Adviser that have been or will be approved by such entities’ audit committee(s) and or to any entity that controls\nthe Adviser have not created and will not create a threat to the firm’s independence as auditor of the Funds pursuant to the International\nEthics Standards Board for Accountants (IESBA).\n\n11.To consider and review with the independent auditors any reports of audit problems or difficulties that may have arisen in the course\nof the audit, including any limitations on the scope of the audit, and management’s response thereto.\n\n12.To establish hiring policies for employees or former employees of the independent auditors who will serve as officers or employees\nof the Fund, a copy of which is attached as Appendix B.\n\n13.With respect to each Fund the securities of which are listed on a national securities exchange, to: (a) provide a recommendation to\nthe Board regarding whether the audited financial statements of the Fund should be included in the annual report to shareholders of the\nFund; and (b) prepare an audit committee report consistent with the requirements of applicable regulations under Regulation S-K for inclusion\nin the proxy statement for the Fund’s annual meeting of shareholders.\n\n14.To discuss generally the Fund’s earnings releases, as well as financial information and guidance provided to analysts and rating\nagencies, in the event a Fund issues any such releases or provides such information or guidance. Such discussions may include the types\nof information to be disclosed and the type of presentation to be made. The Committee need not discuss in advance each earnings release\nor each instance in which earnings guidance may be provided.\n\n15.To consider the Funds’ major financial risk exposures and the steps management has taken to monitor and control such exposures,\nincluding guidelines and policies to govern the process by which risk assessment and management is undertaken.\n\n16.To review periodically, and at the request of the Board, the financial condition of Eaton Vance and its affiliates.\n\n17.To review periodically, and at the request of the Board, certain other service providers and vendors, including, but not limited to,\nthe Funds’ custodians, pricing vendors and sub-transfer agents.\n\n  A-4 \n\n \n\n18.To review and report to the Board with respect to any material accounting, tax, valuation, or record-keeping issues that may affect\nthe Fund, its respective financial statements or the amount of their dividend or distribution rates.\n\n19.To establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal\naccounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Fund or its service providers\n(including its investment advisers, administrators, principal underwriters and any other provider of accounting related services to the\nFund) of concerns regarding questionable accounting or auditing matters, a copy of which is attached as Appendix A.\n\n20.To direct and supervise investigations with respect to the following: (a) evidence of fraud or significant deficiencies in the design\nor implementation of internal controls reported to the Committee by the principal executive or financial officers of the Fund pursuant\nto the requirements of the Sarbanes-Oxley Act and related rules; and (b) any other matters within the scope of this Charter, including\nthe integrity of reported facts and figures, ethical conduct, and appropriate disclosure concerning the financial statements of the Funds.\n\n21.To review periodically, and at the request of the Board, the processes in place relating to fraud prevention and detection.\n\n22.To review and discuss with Eaton Vance and the independent auditors, and other key service providers, if the Committee deems appropriate,\nmatters relating to the valuation of investments and recommend to the Board policies and procedures for valuing portfolio securities of\nthe Fund, to oversee Eaton Vance’s valuation processes, to receive and review annual, quarterly, and ad-hoc reporting regarding\nEaton Vance’s valuation processes, and to report to the Board regarding such items, consistent with Eaton Vance Group of Funds Valuation\nPolicies and Procedures.\n\n23.To coordinate its activities with the other committees of the Board as necessary or appropriate to carry out its purposes effectively\nand efficiently, and to communicate with such other committees regarding matters that the Committee or such other committees may wish\nto consider in exercising their respective powers.\n\n24.To review the adequacy of this Charter and evaluate the Committee’s performance of its duties and responsibilities hereunder\nat least annually, and to make recommendations to the Board for any appropriate changes or other action.\n\n25.To take such other actions as may be requested by the Board or Chairperson of the Board from time to time consistent with carrying\nout the purposes of the Committee.\n\nVI. Powers and Authority of the Committee.\n\nIn performing its duties and responsibilities, the Committee shall\nhave the following powers and authority:\n\n1.To make recommendations to the Board with respect to any of the foregoing matters and such other matters as the Committee may determine\nto be necessary or appropriate to carry out its purposes, including recommendations with respect to industry trends, leading practices\nand educational or training opportunities for Independent Trustees to enhance the Board’s understanding of such matters.\n\n2.To exercise such additional powers as from time to time may be authorized by the Board.\n\nVII. Resources of the Committee.\n\nThe Committee shall have the resources appropriate to exercise its\npowers and fulfill its responsibilities hereunder. Subject to the prior approval of the Board or the Chairperson of the Board, the Committee\nmay engage counsel, consultants and other experts, at the expense of the Funds, and may determine the appropriate levels of funding for\npayment of compensation to such counsel, consultants and other experts, as well as the ordinary administrative expenses necessary or appropriate\nin exercising its powers and fulfilling its responsibilities under this Charter, including the reasonable costs of specialized training\nfor Committee and Board members. The Committee may access directly such officers and employees of the Funds, Eaton Vance and the Funds’\nother services providers, as it deems necessary or desirable in accordance with such communication protocols, if any, as may be established\nfrom time to time by the Board.\n\nFebruary 3, 2026\n\n  A-5 \n\n \n\n \n\n \n\n \n\n \n\nDEF 14A\n0001300391\nfalse\n\n0001300391\n\n2026-05-21\n2026-05-21\n\n0001300391\n\n2026-05-07\n2026-05-07\n\nxbrli:shares"}