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Table of Contents
As filed with the Securities and Exchange Commission
on April 28, 2023
1933 Act File No. 333-270448
1940 Act File No. 811-21676
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
|
FORM N-2 |
|
|
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933 |
o |
|
PRE-EFFECTIVE AMENDMENT NO. 1 |
x |
|
POST-EFFECTIVE AMENDMENT NO. |
o |
|
and/or |
|
|
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 |
x |
|
AMENDMENT NO. 21 |
x |
|
EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND |
(Exact Name of Registrant as Specified in Charter) |
|
Two International Place, Boston, Massachusetts 02110 |
(Address of Principal Executive Offices) |
|
(617) 482-8260 |
(Registrant’s Telephone Number) |
|
Deidre E. Walsh |
Two International Place, Boston, Massachusetts 02110 |
(Name and Address of Agent for Service) |
Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box.
☐
If any securities being registered on this Form will be offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered
in connection with a dividend reinvestment plan, check the following box. ☑
If this Form
is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box. ☑
If this Form
is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
It is proposed that this
filing will become effective (check appropriate box):
☐ | when declared effective pursuant
to section 8(c) |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously
filed registration statement. |
☐ | This Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement
for the same offering is ________. |
☐ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same
offering is________. |
☐ | This Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same
offering is _____. |
Check each box that appropriately characterizes
the Registrant:
☑ | Registered Closed-End Fund (closed-end company that is registered under the
Investment Company Act of 1940 (the “Investment Company Act”)). |
☐ | Business Development Company (closed-end company that intends or has elected
to be regulated as a business development company under the Investment Company Act. |
☐ | Interval Fund (Registered Closed-End Fund or a Business Development Company
that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
☑ | A.2 Qualified (qualified to register securities pursuant to General Instruction
A.2 of this Form). |
☐ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange
Act of 1934 (“Exchange Act”). |
☐ | If an Emerging Growth Company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act. |
☐ | New Registrant (registered or regulated under the Investment Company Act for
less than 12 calendar months preceding this filing). |
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states
this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended
or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may
determine.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION |
April
28, 2023 |
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale would be prohibited.
BASE PROSPECTUS
Up
to 2,642,775 Shares
Eaton
Vance Tax-Managed Buy-Write Income Fund
Common
Shares
Investment
Objectives and Policies. Eaton Vance Tax-Managed Buy-Write Income Fund (the “Fund”) is a diversified, closed-end management
investment company, which commenced operations on April 29, 2005. The Fund’s primary investment objective is to provide current
income and gains, with a secondary objective of capital appreciation. In pursuing its investment objectives, the Fund will evaluate returns
on an after-tax basis, seeking to minimize and defer shareholder federal income taxes.
Investment
Adviser and Sub-Adviser. The Fund’s investment adviser is Eaton Vance Management (“Eaton Vance” or the “Adviser”).
Prior to March 1, 2021, Eaton Vance was a wholly owned subsidiary of Eaton Vance Corp. (“EVC”). Eaton Vance has engaged its
affiliate Parametric Portfolio Associates LLC (“Parametric” or the “Sub-Adviser”) as a sub-adviser to the Fund.
Prior to March 1, 2021, Parametric was an indirect, wholly owned subsidiary of EVC. On March 1, 2021, Morgan Stanley acquired EVC and
Eaton Vance and Parametric each became an indirect, wholly owned subsidiary of Morgan Stanley.
Morgan Stanley
(NYSE: MS), whose principal offices are at 1585 Broadway, New York, New York 10036, is a preeminent global financial services firm engaged
in securities trading and brokerage activities, as well as providing investment banking, research and analysis, financing and financial
advisory services. As of March 31, 2023, Morgan Stanley’s asset management operations had aggregate assets under
management of approximately $1.4 trillion.
Eaton Vance
is responsible for managing the Fund’s overall investment program and executing the Fund’s options strategy. Eaton Vance
is also responsible for providing research support to the Sub-Adviser and supervising the performance of the Sub-Adviser. Parametric
is responsible for structuring and managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically
selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund)
and other tax-management techniques, relying in part on the fundamental research and analytical judgments of the Adviser.
The Offering.
The Fund may offer, from time to time, in one or more offerings (each, an “Offering”), the Fund’s common shares
of beneficial interest, $0.01 par value (“Common Shares”). Common Shares may be offered at prices and on terms to be set
forth in one or more supplements to this Prospectus (each, a “Prospectus Supplement”). You should read this Prospectus and
the applicable Prospectus Supplement carefully before you invest in Common Shares. Common Shares may be offered directly to one or more
purchasers, through agents designated from time to time by us, or to or through underwriters or dealers. The Prospectus Supplement relating
to the Offering will identify any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set forth
any applicable offering price, sales load, fee, commission or discount arrangement between the Fund and its agents or underwriters, or
among its underwriters, or the basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of any
sale. The Fund may not sell any Common Shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing
the method and terms of the particular Offering of the Common Shares. (continued on inside cover page)
The Common
Shares have traded both at a premium and a discount to net asset value (“NAV”). The Fund
cannot predict whether Common Shares will trade in the future at a premium or discount to NAV. The provisions of the Investment Company
Act of 1940, as amended (the “1940 Act”), generally require that the public offering price of common shares (less any underwriting
commissions and discounts) must equal or exceed the NAV per share of a company’s common stock. The Fund’s issuance of Common
Shares may have an adverse effect on prices in the secondary market for the Fund’s Common Shares by increasing the number of Common
Shares available, which may put downward pressure on the market price for the Fund’s Common Shares. Shares of common stock of closed-end
investment companies frequently trade at a discount from NAV, which may increase investors’ risk of loss.
Investing
in shares involves certain risks. See “Investment Objectives, Policies and Risks” beginning at page 23 and “Financial
Leverage Risk” on page 16.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities
or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
(continued
from previous page)
Portfolio
Contents. Under normal market conditions, the Fund’s investment program consists primarily of: (1) owning a diversified portfolio
of common stocks that seeks to exceed the total return performance of the S&P 500® Index (the “S&P 500®”);
and (2) selling S&P 500® call options on a continuous basis on substantially the full value of its holdings of common
stocks.
Under normal
market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio of common stocks that seeks to exceed
the total return performance of the S&P 500®. Due to tax considerations, the Fund intends to limit the overlap between
its stock portfolio holdings (and any subset thereof) and the S&P 500® to less than 70% on an ongoing basis. The Fund
invests primarily in common stocks of U.S. issuers.
The Fund seeks
to generate current earnings in part by employing an options strategy of writing (selling) index call options on the S&P 500®.
The Fund expects to sell index call options on a continuous basis on substantially the full value of its holdings of common stocks. Under
normal market conditions, at least 80% of the value of the Fund’s total assets are subject to written index call options. Writing
index call options involves a tradeoff between the option premiums received and reduced participation in potential future price appreciation
of the Fund’s portfolio of common stocks. Generally, the Fund intends to sell S&P 500® call options that are
slightly “out-of-the-money,” meaning that option exercise prices generally will be slightly higher than the current level
of the index at the time the options are written. The Fund seeks to generate current earnings from option premiums and, to a lesser extent,
from dividends on stocks held. The Fund seeks to generate gains from option premiums and from the sale of equity securities it holds
in its portfolio.
During unusual
market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with
its investment objectives, principal strategies and other policies.
Exchange
Listing. As of April 26, 2023, the Fund had 29,374,715 Common Shares outstanding. The Fund’s Common Shares are
traded on the New York Stock Exchange (“NYSE”) under the symbol “ETB.” As of April 26, 2023, the last
reported sale price of a Common Share of the Fund on the NYSE was $12.68. Common Shares offered and sold pursuant to this Registration
Statement will also be listed on the NYSE and trade under this symbol.
The Fund’s
net asset value and distribution rate will vary and may be affected by numerous factors, including changes in stock prices, option premiums,
market interest rates, dividend rates and other factors. An investment in the Fund may not be appropriate for all investors. There is
no assurance that the Fund will achieve its investment objectives.
This Prospectus,
together with any applicable Prospectus Supplement, sets forth concisely information you should know before investing in the shares of
the Fund. Please read and retain this Prospectus for future reference. A Statement of Additional Information (“SAI”) dated
[____], 2023, has been filed with the SEC and is incorporated by reference into this Prospectus. You may request a free copy of the SAI,
the table of contents of which is on page 57 of this Prospectus, a free copy of our annual and semi-annual reports to shareholders,
obtain other information or make shareholder inquiries, by calling toll-free 1-800-262-1122 or by writing to the Fund at Two International
Place, Boston, Massachusetts 02110. The Fund’s SAI and annual and semi-annual reports also are available free of charge on our
website at http://www.eatonvance.com and on the SEC’s website (http://www.sec.gov). You may also obtain these documents, after
paying a duplication fee, by electronic request at the following email address: publicinfo@sec.gov.
The Fund’s
shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution,
and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
You should
rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized anyone to provide
you with different information. The Fund is not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this
Prospectus.
Eaton Vance Tax-Managed Buy-Write Income Fund | 2 | Prospectus dated [___], 2023 |
Table
of Contents
Eaton Vance Tax-Managed Buy-Write Income Fund | 3 | Prospectus dated [___], 2023 |
CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus,
any accompanying Prospectus Supplement and the SAI contain “forward-looking statements.” Forward-looking statements can be
identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,”
“plan,” “anticipate,” and similar terms and the negative of such terms. Such forward-looking statements may be
contained in this Prospectus as well as in any accompanying Prospectus Supplement. By their nature, all forward-looking statements involve
risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several
factors that could materially affect our actual results are the performance of the portfolio of securities we hold, the price at which
our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC.
Although we
believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from
those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the
“Investment Objectives, Policies and Risks” section of this Prospectus. All forward-looking statements contained or incorporated
by reference in this Prospectus or any accompanying Prospectus Supplement are made as of the date of this Prospectus or the accompanying
Prospectus Supplement, as the case may be. Except for our ongoing obligations under the federal securities laws, we do not intend, and
we undertake no obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus, any
accompanying prospectus supplement and the SAI are excluded from the safe harbor protection provided by section 27A of the Securities
Act of 1933, as amended (the “1933 Act”).
Currently known
risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors
described in the “Investment Objectives, Policies and Risks” section of this Prospectus. We urge you to review carefully
that section for a more detailed discussion of the risks of an investment in our securities.
Prospectus
dated [____], 2023
Eaton Vance Tax-Managed Buy-Write Income Fund | 4 | Prospectus dated [___], 2023 |
Prospectus
Summary
The following
summary is qualified in its entirety by reference to the more detailed information included elsewhere in this Prospectus, in any related
Prospectus Supplement, and in the SAI.
THE FUND
Eaton Vance
Tax-Managed Buy-Write Income Fund (the “Fund”) is a diversified, closed-end management investment company, which commenced
operations on April 29, 2005. The Fund seeks to provide current income and gains, with a secondary objective of capital appreciation.
Investments are based on Eaton Vance Management’s (“Eaton Vance” or the “Adviser”) and Parametric Portfolio
Associates LLC’s (“Parametric” or a “Sub-Adviser”) internal research and proprietary modeling techniques
and software. An investment in the Fund may not be appropriate for all investors. There is no assurance that the Fund will achieve its
investment objectives.
THE OFFERING
The Fund may
offer, from time to time, in one or more offerings (each, an “Offering”), up to 2,642,775 of the Fund’s common
shares of beneficial interest, $0.01 par value (“Common Shares”), on terms to be determined at the time of the Offering.
The Common Shares may be offered at prices and on terms to be set forth in one or more Prospectus Supplements. You should read this Prospectus
and the applicable Prospectus Supplement carefully before you invest in Common Shares. Common Shares may be offered directly to one or
more purchasers, through agents designated from time to time by the Fund, or to or through underwriters or dealers. The Prospectus Supplement
relating to the Offering will identify any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set
forth any applicable offering price, sales load, fee, commission or discount arrangement between the Fund and its agents or underwriters,
or among its underwriters, or the basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of
any sale. See “Plan of Distribution.” The Fund may not sell any of Common Shares through agents, underwriters or dealers
without delivery of a Prospectus Supplement describing the method and terms of the particular Offering of Common Shares.
INVESTMENT
OBJECTIVES AND POLICIES
The Fund’s
primary investment objective is to provide current income and gains, with a secondary objective of capital appreciation. In pursuing
its investment objectives, the Fund will evaluate returns on an after-tax basis, seeking to minimize and defer shareholder federal income
taxes. There can be no assurance that the Fund will achieve its investment objectives.
Under normal
market conditions, the Fund’s investment program consists primarily of: (1) owning a diversified portfolio of common stocks that
seeks to exceed the total return performance of the S&P 500® Index (the “S&P 500®”);
and (2) selling S&P 500® call options on a continuous basis on substantially the full value of its holdings of common
stocks.
Under normal
market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio of common stocks that seeks to exceed
the total return performance of the S&P 500®. Due to tax considerations, the Fund intends to limit the overlap between its stock
portfolio holdings (and any subset thereof) and the S&P 500® to less than 70% on an ongoing basis. The Fund invests primarily
in common stocks of U.S. issuers. The Fund may invest up to 10% of its total assets in securities of foreign issuers, including American
Depositary Receipts (“ADRs”) sponsored or unsponsored, Global Depositary Receipts (“GDRs”) and European
Depositary Receipts (“EDRs”). The Fund normally expects that its assets will be invested across a broad range of industries
and market sectors. Stocks included in the S&P 500® generally have growth characteristics. The Fund may invest a portion of its
assets in stocks of mid-capitalization companies. Eaton Vance generally considers mid-capitalization companies to be those companies
having market capitalizations within the range of capitalizations for the S&P MidCap 400®
Index (“S&P MidCap 400®”). As of March 31, 2023, companies
in the S&P MidCap 400® had median market capitalization of approximately $5.4 billion and their market capitalization
range was from $1.1 billion to $16.0 billion. Market capitalizations of companies within the S&P MidCap 400® are
subject to change.
The Fund seeks
to generate current earnings in part by employing an options strategy of writing (selling) index call options on the S&P 500®.
The Fund expects to sell index call options on a continuous basis on substantially the full value of its holdings of common stocks. Under
normal market conditions, at least 80% of the value of the Fund’s total assets are subject to written index call options. Writing
index call options involves a tradeoff between the option premiums received and reduced participation in potential future price appreciation
of the Fund’s portfolio of common stocks. The Fund seeks to generate current earnings from option premiums and, to a lesser extent,
from dividends on stocks held. The Fund seeks to generate gains from option premiums and from the sale of equity securities it holds
in its portfolio.
The Fund generally
intends to sell S&P 500® call options that are exchange-listed and “European style,” meaning that the
options may be exercised only on the expiration date of the option. To implement its options program most effectively, the Fund may also
sell index options that trade in over-the-counter (“OTC”) markets. Index options differ from options on
Eaton Vance Tax-Managed Buy-Write Income Fund | 5 | Prospectus dated [___], 2023 |
individual
securities in that index options (i) typically are settled in cash rather than by delivery of securities and (ii) reflect price fluctuations
in a group of securities or segments of the securities market rather than price fluctuations in a single security.
As the seller of
S&P 500® call options, the Fund will receive cash (the premiums) from option purchasers. The purchaser of an S&P
500® call option has the right to any appreciation in the value of the S&P 500® over a fixed price
(the exercise price) as of a specified date in the future (the option valuation date). Generally, the Fund intends to sell S&P 500®
call options that are slightly “out-of-the-money” (i.e., the exercise price generally will be slightly above the current
level of the S&P 500® when the option is sold). The Fund may also sell index options that are more substantially “out-of-the-money.”
Such options that are more substantially “out-of-the-money” provide greater potential for the Fund to realize capital appreciation
on its portfolio stocks but generally would pay a lower premium than options that are slightly “out-of-the-money.” By selling
index options, the Fund will, in effect, sell the potential appreciation in the value of the S&P 500® above the exercise
price in exchange for the option premium received. If, at expiration, an S&P 500® call option sold by the Fund is
exercised, the Fund will pay the purchaser the difference between the cash value of the S&P 500® and the exercise
price of the option. The premium, the exercise price and the market value of the S&P 500® will determine the gain
or loss realized by the Fund as the seller of the index call option.
The Fund’s
policies, under normal market conditions, to invest at least 80% of its total assets in a diversified portfolio of common stocks that
seeks to exceed the total return performance of the S&P 500® and that at least 80% of the value of the Fund’s
total assets are subject to written index call options on a continuous basis are non-fundamental policies and may be changed by the Fund’s
Board of Trustees (the “Board”) without Common Shareholder approval following the provision of 60 days’ prior written
notice to Common Shareholders.
In implementing
the Fund’s investment strategy, the Adviser and Sub-Adviser intend to employ a variety of techniques and strategies generally designed
to minimize and defer the federal income taxes incurred by shareholders in connection with their investment in the Fund as described
below.
The S&P
500® is an unmanaged index of 500 stocks maintained and published by Standard & Poor’s that is market-capitalization
weighted and generally representative of the performance of larger stocks traded in the United States. It is not possible to invest directly
in an index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s has not
passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the Fund. Standard
& Poor’s makes no representation regarding the advisability of investing in the Fund.
During unusual
market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with
its investment objectives, principal strategies and other policies.
INVESTMENT
STRATEGIES
Eaton Vance
is responsible for managing the Fund’s overall investment program and executing the Fund’s options strategy. Eaton Vance
is also responsible for providing research support to the Sub-Adviser and supervising the performance of the Sub-Adviser. Parametric
is responsible for structuring and managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically
selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund)
and other tax-management techniques, relying in part on the fundamental research and analytical judgments of the Adviser. Parametric
has developed specialized programs and systems that are designed to provide for efficient implementation of the Fund’s strategies.
The Fund’s investments are actively managed, and securities may be bought or sold on a daily basis.
The Fund’s
strategy consists of owning a portfolio of common stocks and selling covered call options (a “buy-write strategy”).
To avoid being
subject to the “straddle rules” under federal income tax law, the Fund intends to maintain an overlap of less than 70% between
its stock portfolio (or any subset thereof) and the S&P 500® on an ongoing basis. Under the “straddle rules,”
“offsetting positions with respect to personal property” generally are considered to be straddles. In general, investment
positions will be offsetting if there is a substantial diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects that the index call options it writes will not be considered straddles because the Fund’s
portfolio of common stocks will be sufficiently dissimilar from the components of the S&P 500® under applicable guidance
established by the Internal Revenue Service (“IRS”). Under certain circumstances, however, the Fund may enter into options
transactions or certain other investments that may constitute positions in a straddle. Parametric will consider a variety of factors
in constructing and maintaining the Fund’s stock portfolio, including, but not limited to, stock performance ratings as determined
by the Adviser, stock dividend yields, overlap between the stock portfolio holdings and the S&P 500®, projected tracking
of the stock portfolio versus the S&P 500®, realization of loss harvesting opportunities and other tax management
considerations. The Adviser’s evaluation of the future performance potential of individual stocks will be one among several considerations
in portfolio construction and
Eaton Vance Tax-Managed Buy-Write Income Fund | 6 | Prospectus dated [___], 2023 |
will not, on
a standalone basis, be determinative of portfolio construction. The Adviser’s stock ratings will be based primarily on fundamental
research.
The Fund’s
index option strategy is designed to produce current cash flow from options premiums and to moderate the volatility of the Fund’s
returns. This index option strategy is of a hedging nature and is not designed to speculate on equity market performance. The Adviser
believes that the Fund’s index option strategy will moderate the volatility of the Fund’s returns because the option premiums
received will help to mitigate the impact of downward price movements in the stocks held by the Fund, while the Fund’s obligations
under index calls written will effectively limit the Fund’s ability to participate in upward price movements in portfolio stocks
beyond certain levels.
The Fund expects
to sell index call options on a continuous basis on substantially the full value of its holdings of common stocks. Under normal conditions,
at least 80% of the value of the Fund’s total assets are subject to written index call options. The Adviser does not intend to
sell index call options representing amounts greater than the value of the Fund’s common stock portfolio (i.e., take a “naked”
position). The Adviser intends to sell S&P 500® call options that are exchange-listed and “European style,”
meaning that the options may only be exercised on the expiration date of the option. Exchange-traded index options are typically settled
in cash and provide that the holder of the option has the right to receive an amount of cash determined by the excess of the exercise-settlement
value of the index over the exercise price of the option. The exercise-settlement value is calculated based on opening sales prices of
the component index stocks on the option valuation date, which is the last business day before the expiration date. Generally, the Adviser
intends to sell S&P 500® call options that are slightly “out-of-the-money,” meaning that option exercise
prices generally will be slightly above the current level of the index at the time the options are written. The Fund may also sell index
options that are more substantially “out-of-the-money.” Such options that are more substantially “out-of-the-money”
provide greater potential for the Fund to realize capital appreciation on its portfolio stocks but generally would pay a lower premium
than options that are slightly “out-of-the-money.” Options on broad-based equity indices that trade on a national securities
exchange registered with the Securities and Exchange Commission (“SEC”) or a domestic board of trade designated as a contract
market by the Commodity Futures Trading Commission generally qualify for treatment as “Section 1256 contracts” as defined
in the Internal Revenue Code of 1986, as amended (the “Code”). Under the Code, capital gains and losses on Section 1256 contracts
are generally recognized annually based on a marking-to-market of open positions at tax year-end, with gains or losses treated as 60%
long-term and 40% short-term, regardless of holding period.
In implementing
the Fund’s investment strategy, the Adviser and the Sub-Adviser intend to employ a variety of techniques and strategies generally
designed to minimize and defer the federal income taxes incurred by Common Shareholders in connection with their investment in the Fund.
These include: (1) selling index call options that qualify for treatment as Section 1256 contracts on which capital gains and losses
are generally treated as 60% long-term and 40% short-term, regardless of holding period; (2) limiting the overlap of the Fund’s
stock portfolio (and any subset thereof) versus the S&P 500® to less than 70% so that the Fund’s stock holdings
and S&P 500® call options are not subject to the “straddle rules;” (3) engaging in a systematic program
of tax-loss harvesting in the Fund’s stock portfolio, periodically selling stock positions that have depreciated in value to realize
capital losses that can be used to offset capital gains realized by the Fund; and (4) managing the sale of appreciated stock positions
so as to minimize the Fund’s net realized short-term capital gains in excess of net realized long-term capital losses. The Fund
seeks to offset the 40% of gains on index options treated as short-term against Fund expenses and realized losses on other investments
allocable against short-term gains. When an appreciated security is sold, the Fund generally seeks to select for sale the share lots
resulting in the most favorable tax treatment, normally those with holding periods sufficient to qualify for long-term capital gains
treatment that have the highest cost basis. There is no assurance the techniques and strategies the Fund employees to minimize or defer
federal income tax will be successful.
In addition,
the Fund seeks to earn and distribute “qualified dividend income.” Qualified dividend income received by an individual is
taxed at the rates applicable to long-term capital gain. In order for a dividend received by Fund shareholders to be qualified dividend
income, the Fund must meet holding period and other requirements with respect to the dividend-paying stock in its portfolio and the shareholder
must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified
dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for
fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend
with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before
such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income
treated as investment interest (for purposes of the limitation on deductibility of investment interest), or (4) if the dividend is received
from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the U.S. (with the exception
of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the U.S.) or (b) treated
as a passive foreign investment company. Payments in lieu of dividends, such as payments pursuant to securities lending arrangements,
also do not qualify to be treated as qualified
Eaton Vance Tax-Managed Buy-Write Income Fund | 7 | Prospectus dated [___], 2023 |
dividend income.
In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified
dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described
above with respect to the Fund’s shares.
The Fund may
seek to enhance the level of tax-advantaged dividend income it receives by emphasizing higher-yielding stocks in its stock portfolio
and by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after the stock’s
ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends before the next dividend
payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over a given time period than if
it held a single stock. In order for dividends received by the Fund to qualify for favorable tax treatment, the Fund must comply with
the holding period and other requirements set forth in the preceding paragraph. By complying with the applicable holding period and other
requirements while engaging in dividend capture trading, the Fund may be able to enhance the level of tax-advantaged dividend income
it receives because it will receive more dividend payments qualifying for favorable treatment during the same time period than if it
simply held its portfolio stocks. The use of dividend capture trading strategies will expose the Fund to increased trading costs and
potentially higher short-term gain or loss.
The foregoing
policies relating to investment in common stocks and options writing are the Fund’s primary investment policies. In addition to
its primary investment policies, the Fund may invest to a limited extent in other types of securities and engage in certain other investment
practices. See “Investment Objectives, Policies and Risks—Additional Investment Practices.” In addition to writing
index call options, the Fund may invest up to 20% of its total assets in derivative instruments acquired for hedging, risk management
and investment purposes (to gain exposure to securities, securities markets, markets indices and/or currencies consistent with its investment
objectives and policies), provided that no more than 10% of the Fund’s total assets may be invested in such derivative instruments
acquired for non-hedging purposes. To seek to protect against price declines in securities holdings with large accumulated gains, the
Fund may use various hedging techniques (such as the purchase and sale of futures contracts on stocks and stock indices and options thereon,
equity swaps, covered short sales, forward sales of stocks and the purchase and sale of forward currency exchange contracts and currency
futures). By using these techniques rather than selling appreciated securities, the Fund can, within certain limitations, reduce its
exposure to price declines in the securities without realizing substantial capital gains under current tax law. Derivative instruments
may also be used by the Fund to enhance returns or as a substitute for the purchase or sale of securities. As a general matter, dividends
received on hedged stock positions are characterized as ordinary income and are not eligible for favorable tax treatment. Dividends received
on securities with respect to which the Fund is obligated to make related payments (pursuant to short sales or otherwise) will be treated
as fully taxable ordinary income (i.e., income other than tax-advantaged dividends). In addition, use of derivatives may give rise to
short-term capital gains and other income that would not qualify for favorable tax treatment. See “Investment Objectives, Policies
and Risks.”
LISTING
As
of April 26, 2023, The Fund had 29,374,715 Common Shares outstanding. The Fund’s Common Shares are traded on the
New York Stock Exchange (“NYSE”) under the symbol “ETB.” As of April 26, 2023, the last reported sale
price of a Common Share of the Fund on the NYSE was $12.68. Common Shares offered and sold pursuant to this Registration Statement
will also be listed on the NYSE and trade under this symbol.
INVESTMENT
ADVISER, ADMINISTRATOR AND SUB-ADVISER
Eaton Vance
is the Fund’s investment adviser and administrator. Prior to March 1, 2021, Eaton Vance was a wholly owned subsidiary of Eaton
Vance Corp. (“EVC”). On March 1, 2021, Morgan Stanley acquired EVC and Eaton Vance became an indirect, wholly owned subsidiary
of Morgan Stanley. As of March 31, 2023, Morgan Stanley’s asset management operations had aggregate assets
under management of approximately $1.4 trillion.
Eaton Vance
has engaged its affiliate Parametric as a sub-adviser to the Fund. On March 1, 2021, upon the closing of the Transaction, Parametric
became an indirect, wholly owned subsidiary of Morgan Stanley. Prior to March 1, 2021, Parametric was an indirect, wholly owned subsidiary
of EVC.
Eaton Vance
is responsible for managing the Fund’s overall investment program and executing the Fund’s options strategy. Eaton Vance
is also responsible for providing research support to the Sub-Adviser and supervising the performance of the Sub-Adviser. Parametric
is responsible for structuring and managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically
selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund)
and other tax-management techniques, relying in part on the fundamental research and analytical judgments of the Adviser. See “Management
of the Fund.”
Eaton Vance Tax-Managed Buy-Write Income Fund | 8 | Prospectus dated [___], 2023 |
PLAN OF
DISTRIBUTION
The Fund may
sell the Common Shares being offered under this Prospectus in any one or more of the following ways: (i) directly to purchasers; (ii)
through agents; (iii) to or through underwriters; or (iv) through dealers. The Prospectus Supplement relating to the Offering will identify
any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set forth any applicable offering price,
sales load, fee, commission or discount arrangement between the Fund and its agents or underwriters, or among its underwriters, or the
basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of any sale.
The Fund may
distribute Common Shares from time to time in one or more transactions at: (i) a fixed price or prices that may be changed; (ii) market
prices prevailing at the time of sale; (iii) prices related to prevailing market prices; or (iv) negotiated prices; provided, however,
that in each case the offering price per Common Share (less any underwriting commission or discount) must equal or exceed the NAV per
Common Share.
The
Fund from time to time may offer its Common Shares through or to certain broker-dealers, including UBS Securities LLC, that have
entered into selected dealer agreements relating to at-the-market offerings.
The Fund may
directly solicit offers to purchase Common Shares, or the Fund may designate agents to solicit such offers. The Fund will, in a Prospectus
Supplement relating to such Offering, name any agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions
the Fund must pay to such agent(s). Any such agent will be acting on a reasonable best efforts basis for the period of its appointment
or, if indicated in the applicable Prospectus Supplement or other offering materials, on a firm commitment basis. Agents, dealers and
underwriters may be customers of, engage in transactions with, or perform services for the Fund in the ordinary course of business.
If any underwriters
or agents are used in the sale of Common Shares in respect of which this Prospectus is delivered, the Fund will enter into an underwriting
agreement or other agreement with them at the time of sale to them, and the Fund will set forth in the Prospectus Supplement relating
to such Offering their names and the terms of the Fund’s agreement with them.
If a dealer
is utilized in the sale of Common Shares in respect of which this Prospectus is delivered, the Fund will sell such Common Shares to the
dealer, as principal. The dealer may then resell such Common Shares to the public at varying prices to be determined by such dealer at
the time of resale.
The Fund may
engage in at-the-market offerings to or through a market maker or into an existing trading market, on an exchange or otherwise, in accordance
with Rule 415(a)(4) under the 1933 Act. An at-the-market offering may be through an underwriter or underwriters acting as principal or
agent for the Fund.
Agents, underwriters
and dealers may be entitled under agreements which they may enter into with the Fund to indemnification by the Fund against certain civil
liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for the
Fund in the ordinary course of business.
In order to
facilitate the Offering of Common Shares, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the
price of Common Shares or any other Common Shares the prices of which may be used to determine payments on the Common Shares. Specifically,
any underwriters may over-allot in connection with the Offering, creating a short position for their own accounts. In addition, to cover
over-allotments or to stabilize the price of Common Shares or of any such other Common Shares, the underwriters may bid for, and purchase,
Common Shares or any such other Common Shares in the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the
Offering if the syndicate repurchases previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the market price of Common Shares above independent market
levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
The Fund may
enter into derivative transactions with third parties, or sell Common Shares not covered by this Prospectus to third parties in privately
negotiated transactions. If the applicable Prospectus Supplement indicates, in connection with those derivatives, the third parties may
sell Common Shares covered by this Prospectus and the applicable Prospectus Supplement or other offering materials, including in short
sale transactions. If so, the third parties may use Common Shares pledged by the Fund or borrowed from the Fund or others to settle those
sales or to close out any related open borrowings of securities, and may use Common Shares received from the Fund in settlement of those
derivatives to close out any related open borrowings of securities. The third parties in such sale transactions will be underwriters
and, if not identified in this Prospectus, will be identified in the applicable Prospectus Supplement or other offering materials (or
a post-effective amendment).
Eaton Vance Tax-Managed Buy-Write Income Fund | 9 | Prospectus dated [___], 2023 |
The maximum
amount of compensation to be received by any member of the Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial
gross proceeds from the sale of any security being sold with respect to each particular Offering of Common Shares made under a single
Prospectus Supplement.
Any underwriter,
agent or dealer utilized in the Offering of Common Shares will not confirm sales to accounts over which it exercises discretionary authority
without the prior specific written approval of its customer.
DISTRIBUTIONS
Pursuant to
an exemptive order issued by the Securities and Exchange Commission (“Order”), the Fund is authorized to distribute long-term
capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved
a Managed Distribution Plan (“MDP”) pursuant to which the Fund makes monthly cash distributions to Common Shareholders, stated
in terms of a fixed amount per common share. Shareholders should not draw any conclusions about the Fund’s investment performance
from the amount of these distributions or from the terms of the MDP. The MDP is subject to regular periodic review by the Fund’s
Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this
time there are no reasonably foreseeable circumstances that might cause the termination of the MDP. The Fund may distribute more than
its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of
capital is treated as a non-dividend distribution for tax purposes, is not subject to current tax and reduces a shareholder’s tax
cost basis in fund shares. In addition, a return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to
shareholders and a press release containing information about the amount and sources of the distribution and other related information.
The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes.
The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each
calendar year.
Subject to
its MDP, the Fund makes monthly distributions to Common Shareholders sourced from the Fund’s cash available for distribution. “Cash
available for distribution” consists of the Fund’s dividends and interest income after payment of Fund expenses, net option
premiums and net realized and unrealized gains on stock investments. The Fund intends to distribute all or substantially all of its net
realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance
with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings
and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating
to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to
be from ordinary income. Distributions in any year may include a substantial return of capital component. The Fund’s distribution
rate may be adjusted from time-to-time. The Board may modify this distribution policy at any time without obtaining the approval of Common
Shareholders.
Common Shareholders
may elect automatically to reinvest some or all of their distributions in additional Common Shares under the Fund’s dividend reinvestment
plan. See “Distributions” and “Dividend Reinvestment Plan.”
DIVIDEND
REINVESTMENT PLAN
The Fund has
established a dividend reinvestment plan (the “Plan”). Under the Plan, a Common Shareholder may elect to have all dividend
and capital gain distributions automatically reinvested in additional Common Shares either purchased in the open market or newly issued
by the Fund if the Common Shares are trading at or above their net asset value. Common Shareholders may elect to participate in the Plan
by completing the dividend reinvestment plan application form. Common Shareholders who do not elect to participate in the Plan will receive
all distributions in cash paid by check mailed directly to them by American Stock Transfer & Trust Company, LLC, as dividend paying
agent. Common Shareholders who intend to hold their Common Shares through a broker or nominee should contact such broker or nominee to
determine whether or how they may participate in the Plan. See “Dividend Reinvestment Plan.”
CLOSED-END
STRUCTURE
Closed-end
funds differ from open-end management investment companies (commonly referred to as mutual funds) in that closed-end funds generally
list their shares for trading on a securities exchange and do not redeem their shares at the option of the shareholder. By comparison,
mutual funds issue securities that are redeemable at net asset value at the option of the shareholder and typically engage in a continuous
offering of their shares. Mutual funds are subject to continuous asset in-flows and out-flows that can complicate portfolio management,
whereas closed-end funds generally can stay more fully invested in securities consistent with the closed-end fund’s investment
objectives and policies. In addition, in comparison to open-end funds, closed-end funds have greater flexibility in the employment of
financial leverage and in the ability to make certain types of investments, including investments in illiquid securities.
Eaton Vance Tax-Managed Buy-Write Income Fund | 10 | Prospectus dated [___], 2023 |
However, common
shares of closed-end funds frequently trade at a discount from their net asset value. Since inception, the market price of the Common
Shares has fluctuated and at times traded below the Fund’s NAV, and at times has traded above NAV. In recognition of this possibility
that the Common Shares might trade at a discount to net asset value and that any such discount may not be in the interest of Common Shareholders,
the Fund’s Board, in consultation with Eaton Vance, from time to time may review possible actions to reduce any such discount.
The Board might consider open market repurchases or tender offers for Common Shares at net asset value. There can be no assurance that
the Board will decide to undertake any of these actions or that, if undertaken, such actions would result in the Common Shares trading
at a price equal to or close to net asset value per Common Share. The Board might also consider the conversion of the Fund to an open-end
mutual fund. The Board believes, however, that the closed-end structure is desirable, given the Fund’s investment objectives and
policies. Investors should assume, therefore, that it is highly unlikely that the Board would vote to convert the Fund to an open-end
investment company.
SPECIAL
RISK CONSIDERATIONS
Risk is inherent
in all investing. Investing in any investment company security involves risk, including the risk that you may receive little or no return
on your investment or you may lose part or all of your investment.
Discount
From or Premium to NAV. The Offering will be conducted only when Common Shares of the Fund are trading at a price equal to or above
the Fund’s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market value of the
Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Fund’s Common Shares have traded
both at a premium and at a discount relative to NAV. The shares of closed-end management investment companies frequently trade at a discount
from their NAV. This is a risk separate and distinct from the risk that the Fund’s NAV may decrease.
Secondary
Market for the Common Shares. The issuance of Common Shares through the Offering may have an adverse effect on the secondary market
for the Common Shares. The increase in the amount of the Fund’s outstanding Common Shares resulting from the Offering may put downward
pressure on the market price for the Common Shares of the Fund. Common Shares will not be issued pursuant to the Offering at any time
when Common Shares are trading at a price lower than a price equal to the Fund’s NAV per Common Share plus the per Common Share
amount of commissions.
The Fund also
issues Common Shares of the Fund through its dividend reinvestment plan. See “Dividend Reinvestment Plan.” Common Shares
may be issued under the plan at a discount to the market price for such Common Shares, which may put downward pressure on the market
price for Common Shares of the Fund.
When the Common
Shares are trading at a premium, the Fund may also issue Common Shares of the Fund that are sold through transactions effected on the
NYSE. The increase in the amount of the Fund’s outstanding Common Shares resulting from that offering may also put downward pressure
on the market price for the Common Shares of the Fund.
The voting
power of current shareholders will be diluted to the extent that such shareholders do not purchase shares in any future Common Share
offerings or do not purchase sufficient shares to maintain their percentage interest. In addition, if the Adviser is unable to invest
the proceeds of such offering as intended, the Fund’s per share distribution may decrease (or may consist of return of capital)
and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned.
Market Discount
Risk. As with any security, the market value of the Common Shares may increase or decrease from the amount initially paid for the
Common Shares. The Fund’s Common Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end
management investment companies frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that
the Fund’s NAV may decrease.
Investment
and Market Risk. An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal
amount invested. An investment in Common Shares represents an indirect investment in the securities owned by the Fund, which are generally
traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may
move up or down, sometimes rapidly and unpredictably. Because the Fund intends, under normal market conditions, to sell index call options
on a continuous basis on substantially the full value of its common stock holdings, the Fund’s appreciation potential from equity
market performance will be limited. The Common Shares at any point in time may be worth less than the original investment, even after
taking into account any reinvestment of distributions.
The value of
investments held by the Fund may increase or decrease in response to social, economic, political, financial, public health crises or
other disruptive events (whether real, expected or perceived) in the U.S. and global markets and include events such as war, natural
disasters, epidemics and pandemics, terrorism, conflicts and social unrest. These events may negatively impact broad segments of businesses
and populations and may exacerbate pre-existing risks to the Fund. The frequency and magnitude of resulting changes in the value
of the Fund’s investments cannot be predicted. Certain securities and other investments held by the Fund may experience increased
volatility, illiquidity,
or other
Eaton Vance Tax-Managed Buy-Write Income Fund | 11 | Prospectus dated [___], 2023 |
potentially adverse effects in reaction to changing market conditions. Monetary and/or fiscal actions taken by U.S. or
foreign governments to stimulate or stabilize the global economy may not be effective and could lead to high market
volatility.
Issuer Risk.
The value of securities held by the Fund may decline for a number of reasons that directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer’s goods and services.
Equity Risk.
Under normal market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio of common stocks, which
are a type of equity investment. The value of equity investments and related instruments may decline in response to adverse changes in
the economy or the economic outlook; deterioration in investor sentiment; interest rate, currency, and commodity price fluctuations;
adverse geopolitical, social or environmental developments; issuer and sector-specific considerations; and other factors. Market conditions
may affect certain types of stocks to a greater extent than other types of stocks. If the stock market declines in value, the value of
the Fund’s equity investments will also likely decline. Although prices can rebound, there is no assurance that values will return
to previous levels. Preferred stocks and other hybrid securities may also be sensitive to changes in interest rates; when interest rates
rise, their value will generally fall. Hybrid securities generally possess characteristics common to both equity and debt securities.
Preferred stocks, convertible securities, and certain debt obligations are types of hybrid securities. Hybrid securities generally have
a preference over common stock in the event of the issuer’s liquidation and perpetual or near perpetual terms at time of issuance.
Hybrid securities generally do not have voting rights or have limited voting rights. Because hybrid securities have both debt and equity
characteristics, their values vary in response to many factors, including general market and economic conditions, issuer-specific events,
changes in interest rates, credit spreads and the credit quality of the issuer, and, for convertible securities, factors affecting the
securities into which they convert.
Risk of
Selling Index Call Options. The Fund expects to sell S&P 500® call options on a continuous basis on substantially
the full value of its holdings of common stocks. The purchaser of an index call option has the right to any appreciation in the value
of the index over the exercise price of the call option as of the valuation date of the option. Because their exercise is settled in
cash, sellers of index call options such as the Fund cannot provide in advance for their potential settlement obligations by acquiring
and holding the underlying securities. The Fund intends to mitigate the risks of its written index call positions by holding a diversified
portfolio of stocks similar to those on which the S&P 500® is based. However, the Fund does not intend to acquire
and hold a portfolio containing exactly the same stocks as the S&P 500®. Due to tax considerations, the Fund intends
to limit the overlap between its stock portfolio holdings (and any subset thereof) and the S&P 500® to less than 70%
on an ongoing basis. Consequently, the Fund bears the risk that the performance of the securities held will vary from the performance
of the S&P 500®. Index options written by the Fund are priced on a daily basis. Their value may be affected by changes
in the price and dividend rates of the underlying common stocks in the S&P 500®, changes in actual or perceived volatility
of the S&P 500® and the remaining time to the options’ expiration. The trading price of S&P 500®
call options may also be affected by liquidity considerations and the balance of purchase and sale orders.
A decision
as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived and well-executed options
program may be adversely affected by market behavior or unexpected events. As the writer of S&P 500® call options,
the Fund will forgo, during the option’s life, the opportunity to profit from increases in the value of the S&P 500®
above the sum of the option premium received and the exercise price of the call option, but retains the risk of loss, minus the
option premium received, should the value of the S&P 500® decline. When a call option is exercised, the Fund will
be required to deliver an amount of cash determined by the excess of the value of S&P 500® at contract termination
over the exercise price of the option. Thus, the exercise of index call options sold by the Fund may require the Fund to sell portfolio
securities to generate cash at inopportune times or for unattractive prices.
The trading
price of options may be adversely affected if the market for such options becomes less liquid or smaller. The Fund may close out a call
option by buying the option instead of letting it expire or be exercised. There can be no assurance that a liquid market will exist when
the Fund seeks to close out a call option position by buying the option. Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect
to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange;
(v) the facilities of an exchange or the Options Clearing Corporation (the “OCC”) may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled to discontinue the
trading of options (or a particular class or series of options) at some future date. If trading were discontinued, the secondary market
on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had
been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
Eaton Vance Tax-Managed Buy-Write Income Fund | 12 | Prospectus dated [___], 2023 |
The hours of
trading for options may not conform to the hours during which common stocks held by the Fund are traded. To the extent that the options
markets close before the markets for securities, significant price and rate movements can take place in the securities markets that would
not be reflected concurrently in the options markets. Index call options are marked to market daily and their value may be substantially
affected by changes in the value and dividend rates of the securities represented in the underlying index, changes in interest rates,
changes in the actual or perceived volatility of the associated index and the remaining time to the options’ expiration, as well
as trading conditions in the options market.
To implement
its options program most effectively, the Fund may sell index options that trade in OTC markets. Participants in these markets are typically
not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. By engaging in index
option transactions in these markets, the Fund may take a credit risk with regard to parties with which it trades and also may bear the
risk of settlement default. These risks may differ materially from those involved in exchange-traded transactions, which generally are
characterized by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements
applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections,
which in turn may subject the Fund to the risk that a counterparty will not settle a transaction in accordance with agreed terms and
conditions because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty
risk” is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Fund
to transact business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their
financial capabilities, and the absence of a regulated market to facilitate a settlement, may increase the potential for losses to the
Fund.
Tax Risk.
Reference is made to “Federal Income Tax Matters” for an explanation of the federal income tax consequences and attendant
risks of investing in the Fund. Although the Fund seeks to minimize and defer the federal income taxes incurred by Common Shareholders
in connection with their investment in the Fund, there can be no assurance that it will be successful in this regard. Market conditions
may limit the Fund’s ability to generate tax losses or to generate income taxed at favorable tax rates. The Fund’s tax-managed
strategy may cause the Fund to hold a security in order to achieve more favorable tax-treatment or to sell a security in order to create
tax losses. The Fund’s ability to utilize various tax-management techniques may be curtailed or eliminated in the future by tax
legislation, regulation or interpretations. Distributions paid on the Common Shares may be characterized variously as net investment
income (taxable at ordinary income rates), qualified dividends and capital gains dividends (each taxable at long-term capital gains rates)
or return of capital (not currently taxable). The ultimate tax characterization of the Fund’s distributions made in a calendar
year may not finally be determined until after the end of that calendar year. Distributions to a Common Shareholder that are a return
of capital will be tax free up to the amount of the Common Shareholder’s current tax basis in his or her Common Shares, with any
distribution amounts exceeding such basis treated as capital gain on a deemed sale of Common Shares. Common Shareholders are required
to reduce their tax basis (not below zero) in Common Shares by the amount of tax-free return of capital distributions received, thereby
increasing the amount of capital gain (or decreasing the amount of capital loss) to be recognized upon a later disposition of the Common
Shares. In order for Fund distributions of qualified dividend income to be taxable at favorable long-term capital gains rates, the Fund
must meet certain holding period and other requirements with respect to the dividend-paying stock in its portfolio, and a Common Shareholder
must meet certain prescribed holding period and other requirements with respect to his or her Common Shares. If positions held by the
Fund were treated as “straddles” for federal income tax purposes, dividends on such positions would not constitute qualified
dividend income subject to favorable income tax treatment. Gain or loss on positions in a straddle are subject to special (and generally
disadvantageous) rules as described under “Federal Income Tax Matters.”
Risks
of Investing in Smaller and Mid-Sized Companies. The Fund may make investments in stocks of companies whose market capitalization
is considered middle sized or “mid-cap.” The stocks of smaller and mid-sized companies are generally subject to greater price
fluctuations, limited liquidity, higher transaction costs and higher investment risk than the stocks of larger, more established companies.
Such companies may have limited product lines, markets or financial resources, may be dependent on a limited management group, and may
lack substantial capital reserves or an established performance record. There may be generally less publicly available information about
such companies than for larger, more established companies. Stocks of these companies frequently have lower trading volumes making them
more volatile and potentially less liquid and more difficult to value.
Risks of
“Growth” Stock Investing. The Fund expects to invest substantially in stocks with “growth” characteristics.
Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types
of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result,
growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.
Eaton Vance Tax-Managed Buy-Write Income Fund | 13 | Prospectus dated [___], 2023 |
Derivatives
Risk. In addition to writing index call options, the risks of which are described above, the Fund may invest up to 20% of its total
assets in other derivative investments acquired for hedging, risk management and investment purposes, provided that no more than 10%
of the Fund’s total assets may be invested in such derivative instruments acquired for non-hedging purposes. Other derivatives
instruments may include the purchase and sale of derivative contracts based on equity and fixed-income indices and other instruments,
covered short sales, purchase and sale of futures contracts and options thereon, forward sales of stock, the purchase and sale of forward
currency exchange contracts and currency futures, and various transactions such as swaps, caps, floors or collars. The use of derivatives
can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative,
due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create leverage in the Fund, which represents
non-cash exposure to the underlying assets, index, rate or instrument. Leverage can increase both the risk and return potential of the
Fund. Derivative risks may be more significant when they are used to enhance return or as a substitute for a cash investment position,
rather than solely to hedge the risk of a position held by the Fund. Derivatives for hedging purposes may not reduce risk if they are
not sufficiently correlated to the position being hedged. Use of derivatives involves the exercise of specialized skill and judgment,
and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Changes in the value of a
derivative (including one used for hedging) may not correlate perfectly with the underlying asset, rate, index or instrument. Derivative
instruments traded in over-the-counter markets may be difficult to value, may be illiquid, and may be subject to wide swings in valuation
caused by changes in the value of the underlying instrument. If a derivative’s counterparty is unable to honor its commitments,
the value of Fund shares may decline and the Fund could experience delays in (or be unable to achieve) return of collateral or
other assets held by the counterparty. The loss on derivative transactions may substantially exceed the initial investment. A derivative
investment also involves the risks relating to the asset, index, rate or instrument underlying the investment. There can be no assurance
that the use of derivative instruments will be advantageous to the Fund.
Foreign
Investment Risk. Investments in foreign issuers could be affected by factors not present in the United States, including expropriation,
armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other
information, and potential difficulties in enforcing contractual obligations. Because foreign issuers may not be subject to uniform accounting,
auditing and financial reporting standards, practices and requirements and regulatory measures comparable to those in the United States,
there may be less publicly available information about such foreign issuers. Adverse changes in investment regulations, capital requirements
or exchange controls could adversely affect the value of the Fund’s investments. Settlements of securities transactions in foreign
countries are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the
liquidity of the Fund’s assets. Evidence of ownership of certain foreign investments may be held outside the United States, and
the Fund may be subject to the risks associated with the holding of such property overseas. Trading in certain foreign markets is also
subject to liquidity risk.
Foreign investment
in the securities markets of certain foreign countries is restricted or controlled to varying degrees. Foreign issuers may become subject
to sanctions imposed by the United States or another country against a particular country or countries, organizations, entities and/or
individuals, which could result in the immediate freeze of the foreign issuers’ assets or securities. The imposition of such
sanctions could impair the market value of the securities of such foreign issuers and limit the Fund’s ability to buy, sell, receive
or deliver the securities. In addition, as a result of economic sanctions, the Fund may be forced to sell or otherwise dispose of investments
at inopportune times or prices, which could result in losses to the Fund and increased transaction costs. If a deterioration occurs in
a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could also
be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by other restrictions
on investment. The risks posed by such actions with respect to a particular foreign country, its nationals or industries or businesses
within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from
the affected country that depend on global markets.
In some
non-U.S. securities markets, custody arrangements for securities provide significantly less protection than custody arrangements in U.S.
securities markets, and prevailing custody and trade settlement practices (e.g., the requirement to pay for securities prior to receipt)
expose the Fund to credit and other risks it does not have in the United States.
The Fund
needs a license to invest directly in securities traded in many non-U.S. securities markets. These licenses are often subject to limitations,
including maximum investment amounts. Once a license is obtained, the Fund’s ability to continue to invest directly is subject
to the risk that the license may be terminated or suspended. In some circumstances, the receipt of a non-U.S. license by one of Eaton
Vance’s clients may prevent the Fund from obtaining a similar license. In addition, the activities of a Calvert client could cause
the suspension or revocation of the Fund’s license.
Eaton Vance Tax-Managed Buy-Write Income Fund | 14 | Prospectus dated [___], 2023 |
Political
events in foreign countries may cause market disruptions. In June 2016, the United Kingdom (“Political events in foreign countries
may cause market disruptions. In June 2016, the United Kingdom (“UK”) voted in a referendum to leave the European Union (“EU”)
(“Brexit”). Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during
which the EU and the UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with
the EU, the EU and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and
the EU. This agreement became effective on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains
significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of the possible political,
regulatory, economic, and market outcomes in the UK, EU and beyond are difficult to predict. If one or more additional countries leave
the EU or the EU dissolves, the world’s securities markets likely will be significantly disrupted.
As an alternative
to holding foreign-traded investments, the Fund may invest in U.S. dollar-denominated investments of foreign companies that trade on
U.S. exchanges or in the U.S. over-the-counter market including depositary receipts, such as ADRs, GDRs and EDRs which evidence ownership
of shares of a foreign issuer and are alternatives to directly purchasing the underlying foreign securities in their national markets
and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign securities. These
risks include the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts
traded on foreign markets, currency risk. Depositary receipts may be sponsored or unsponsored. Unsponsored depositary receipts are established
without the participation of the issuer. As a result, available information concerning the issuer of an unsponsored depository receipt
may not be as current as for sponsored depositary receipts, and the prices of unsponsored depositary receipts may be more volatile than
if such instruments were sponsored by the issuer. Unsponsored depositary receipts may involve higher expenses, may not pass through voting
or other shareholder rights and may be less liquid.
Since the Fund
may invest in securities denominated or quoted in currencies other than the U.S. dollar, the value of foreign assets and currencies as
measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations,
application of foreign tax laws (including withholding tax), governmental administration of economic or monetary policies (in this country
or abroad), and relations between nations and trading. Foreign currencies also are subject to settlement, custodial and other operational
risks. Currency exchange rates can be affected unpredictably by intervention, or the failure to intervene, by U.S. or foreign governments
or central banks or by currency controls or political developments in the United States or abroad. If the U.S. dollar rises in
value relative to a foreign currency, a security denominated in that foreign currency will be worth less in U.S. dollars. If the U.S.
dollar decreases in value relative to a foreign currency, a security denominated in that foreign currency will be worth more in U.S.
dollars. A devaluation of a currency by a country’s government or banking authority will have a significant impact on the
value of any investments denominated in that currency. Costs are incurred in connection with conversions between currencies.
Currency
Risk. Since the Fund invests in securities denominated or quoted in currencies other than the U.S. dollar, the Fund will be affected
by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments in the Fund and
the accrued income and appreciation or depreciation of the investments in U.S. dollars. Changes in foreign currency exchange rates relative
to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency and the Fund’s return
on such assets as well as any temporary uninvested reserves in bank deposits in foreign currencies. In addition, the Fund will incur
costs in connection with conversions between various currencies. The Fund may attempt to protect against adverse changes in the value
of the U.S. dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of the amount of foreign
currency invested or to be invested, or by buying or selling a foreign currency option or futures contract for such amount. Such strategies
may be employed before the Fund purchases a foreign security traded in the currency which the Fund anticipates acquiring or between the
date the foreign security is purchased or sold and the date on which payment therefor is made or received. Seeking to protect against
a change in the value of a foreign currency in the foregoing manner does not eliminate fluctuations in the prices of portfolio securities
or prevent losses if the prices of such securities decline. Furthermore, such transactions reduce or preclude the opportunity for gain
if the value of the currency should move in the direction opposite to the position taken. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had not entered into such contracts.
Interest
Rate Risk. The premiums from writing index call options and amounts available for distribution from the Fund’s options activity
may decrease in declining interest rate environments. The value of the Fund’s common stock investments may also be influenced by
changes in interest rates. Higher yielding stocks and stocks of issuers whose businesses are substantially affected by changes in interest
rates may be particularly sensitive to interest rate risk.
Dividend
Capture Trading Risk. The use of dividend capture strategies will expose the Fund to higher portfolio
turnover, increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements
of stocks subject to dividend capture trading.
Eaton Vance Tax-Managed Buy-Write Income Fund | 15 | Prospectus dated [___], 2023 |
Liquidity
Risk. The Fund may invest up to 15% of its total assets in investments for which there is no readily available trading market or
which are otherwise illiquid. The Fund may not be able to readily dispose of such investments at prices that approximate those at which
the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell
other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition, the limited liquidity
could affect the market price of the investments, thereby adversely affecting the Fund’s net asset value and ability to make dividend
distributions. The financial markets in general have previously, and may in the future experience periods of extreme secondary market
supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional
measures of intrinsic value. During such periods, it may be possible to sell some securities only at arbitrary prices and with substantial
losses.
Inflation
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Common Shares and distributions thereon can decline.
Financial
Leverage Risk. Although the Fund has no current intention to do so, the Fund is authorized and reserves the flexibility to utilize
leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the
Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy will be successful
during any period in which it is employed. Leverage creates risks for Common Shareholders, including the likelihood of greater volatility
of net asset value and market price of the Common Shares and the risk that fluctuations in distribution rates on any preferred shares
or fluctuations in borrowing costs may affect the return to Common Shareholders. To the extent the returns derived from investments purchased
with proceeds received from leverage exceeds the cost of leverage, the Fund’s distributions may be greater than if leverage had
not been used. Conversely, if the returns from the investments purchased with such proceeds are not sufficient to cover the cost of leverage,
the amount available for distribution to Common Shareholders will be less than if leverage had not been used. In the latter case, Eaton
Vance, in its best judgment, may nevertheless determine to maintain the Fund’s leveraged position if it deems such action to be
appropriate. The costs of an offering of preferred shares and/or a borrowing program would be borne by Common Shareholders and consequently
would result in a reduction of the net asset value of Common Shares. In addition, the advisory fee paid to Eaton Vance is calculated
on the basis of the Fund’s average daily gross assets, including any form of investment leverage utilized by the Fund, including
proceeds from the issuance of preferred shares and/or borrowings, so such fees will be higher when leverage is utilized. In this regard,
holders of preferred shares do not bear the investment advisory fee. Rather, Common Shareholders bear the portion of the investment advisory
fee attributable to the assets purchased with the proceeds of the preferred shares offering.
Financial leverage
may also be achieved through the purchase of certain derivative instruments. The Fund’s use of derivative instruments exposes the
Fund to special risks. See “Investment Objectives, Policies and Risks—Additional Investment Practices” and “Investment
Objectives, Policies, and Risks—Risk Considerations.”
Management
Risk. The Fund is subject to management risk because it is an actively managed portfolio. Eaton Vance, Parametric and the individual
portfolio managers will use internal research and proprietary modeling techniques and software in making investment decisions for the
Fund, but there can be no guarantee that these will produce the desired results. The Fund’s strategy seeks to take advantage of
certain quantitative and behavioral market characteristics identified by the adviser and/or sub-adviser, utilizing a systematic, rules-based
investment process. A systematic investment process is dependent on the adviser’s and sub-adviser’s skill in developing and
maintaining that process.
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the Fund is susceptible
to operational, information security and related risks. The Fund relies on communications technology, systems, and networks to engage
with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Fund’s ability to
use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include,
but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites
or via “ransomware” that renders the systems inoperable until
appropriate actions are taken. A denial-of-service attack is an effort to make network services unavailable
to intended users, which could cause shareholders to lose access to their electronic accounts, potentially indefinitely. Employees and
service providers also may not be able to access electronic systems to perform critical duties for the Fund, such as trading NAV calculation,
shareholder accounting or fulfillment of Fund share purchases and redemptions, during a denial-of-service attack. There is also the possibility
for systems failures due to malfunctions, user error and misconduct by employees and agents, natural disasters, or other foreseeable
and unforeseeable events.
Eaton Vance Tax-Managed Buy-Write Income Fund | 16 | Prospectus dated [___], 2023 |
Because technology
is consistently changing, new ways to carry out cyber attacks are always developing. Therefore, there is a chance that some risks have
not been identified or prepared for, or that an attack may not be detected, which puts limitations on the Fund’s ability to plan for
or respond to a cyber attack. Similar types of cybersecurity risks also are present for issuers of securities in which the Fund invests,
which could have material adverse consequences for those issuers and result in a decline in the market price of their securities. Furthermore,
as a result of cyber attacks, technological disruptions, malfunctions or failures, an exchange or market may close or suspend trading
in specific securities or the entire market, which could prevent the Fund from, among other things, buying or selling the Fund or accurately
pricing its securities. Like other Funds and business enterprises, the Fund and its service providers have experienced, and will continue
to experience, cyber incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as
the inadvertent release of confidential information by the Fund or its service providers.
The Fund uses
third party service providers who are also heavily dependent on computers and technology for their operations. Cybersecurity failures
or breaches by the Fund’s investment adviser or administrator and other service providers (including, but not limited to, the custodian
or transfer agent), and the issuers of securities in which the Fund invests, may disrupt and otherwise adversely affect their business
operations. This may result in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to calculate
its NAV, or cause violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or
other compensation costs, litigation costs, or additional compliance costs. While many of the Fund service providers have established
business continuity plans and risk management systems intended to identify and mitigate cyber attacks, there are inherent limitations
in such plans and systems including the possibility that certain risks have not been identified. The Fund cannot control the cybersecurity
plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders
could be negatively impacted as a result.
Geopolitical
Risk. The increasing interconnectivity between global economies and markets increases the likelihood that events or conditions in
one country, region, sector, industry or market or, with respect to one company, may adversely impact issuers in a different country,
region, sector, industry or market. For example, adverse developments in the banking or financial services sector could impact companies
operating in various sectors or industries and adversely impact the Fund’s investments. Securities in a Fund’s portfolio
may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources,
natural disasters, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental
actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters,
health emergencies, social and political discord, war or debt crises and downgrades, among others, may result in market volatility and
may have long term effects on both the U.S. and global financial markets. Other financial, economic and other global market and social
developments or disruptions may result in similar adverse circumstances, and it is difficult to predict when similar events affecting
the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last
for extended periods). Such global events may negatively impact broad segments of businesses and populations, cause a significant negative
impact on the performance of the Fund’s investments, adversely affect and increase the volatility of the Fund’s share price
and/or exacerbate preexisting political, social and economic risks to the Fund. The Fund’s operations may be interrupted and any
such event(s) could have a significant adverse impact on the value and risk profile of the Fund’s portfolio. There is a risk that
you may lose money by investing in the Fund.
Recent
Market Conditions. The outbreak of COVID-19 and efforts to contain
its spread have resulted in closing borders, enhanced health screenings, changes to healthcare service
preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern
and uncertainty. The impact of this coronavirus, and the effects of other infectious illness outbreaks, epidemics or pandemics, may be
short term or may continue for an extended period of time. Health crises caused by outbreaks of disease, such as the coronavirus outbreak,
may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact
of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and
could continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may
have similar effects. For example, a global pandemic or other widespread health crisis could cause substantial market volatility and
exchange trading suspensions and closures. In addition, the increasing interconnectedness of markets around the world may result in many
markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
The coronavirus outbreak and public and private sector responses thereto have led to large portions of the populations of many countries
working from home for indefinite periods of time, temporary or permanent layoffs, disruptions in supply chains, and lack of availability
of certain goods. The impact of such responses could adversely affect the information technology and operational systems upon which the
Fund and the Fund’s service providers rely, and could otherwise disrupt the ability of the employees of the Fund’s service
providers to perform critical tasks relating to the Fund. Any such impact could
Eaton Vance Tax-Managed Buy-Write Income Fund | 17 | Prospectus dated [___], 2023 |
adversely affect
the Fund’s performance, or the performance of the securities in which the Fund invests
and may lead to losses on your investment in the Fund.
Market Disruption.
Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the world have previously resulted,
and may continue to result in market volatility and may have long-term effects on the United States and
worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The Fund cannot predict
the effects of significant future events on the global economy and securities markets. A similar disruption of the financial markets
could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Common
Shares.
Anti-Takeover
Provisions. The Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”)
and Amended and Restated By-Laws (the “By-Laws” and together with the Declaration of Trust, the “Organizational Documents”)
include provisions that could have the effect of limiting the ability of other persons or entities to acquire control of the Fund or
to change the composition of its Board. For example, pursuant to the Fund’s Declaration of Trust, the Fund Board is divided into
three classes of Trustees with each class serving for a three-year term and certain types of transactions require the favorable vote
of holders of at least 75% of the outstanding shares of the Fund. See “Description of Capital Structure - Certain Provisions of
the Organizational Documents - Anti-Takeover Provisions in the Organizational Documents.”
Eaton Vance Tax-Managed Buy-Write Income Fund | 18 | Prospectus dated [___], 2023 |
Summary
of Fund Expenses
The purpose
of the table below is to help you understand all fees and expenses that you, as a holder of Common Shares (“Common Shareholder”),
would bear directly or indirectly. The table shows Fund expenses as a percentage of net assets attributable to Common Shares for the
year ended December 31, 2022.
Common
Shareholder transaction expenses |
|
Sales
load paid by you (as a percentage of offering price) |
—(1) |
Offering
expenses (as a percentage of offering price) |
None(2) |
Dividend
reinvestment plan fees |
$5.00(3) |
|
|
Annual
expenses |
Percentage
of net assets
attributable to Common Shares(4) |
Investment
adviser fee |
1.00%(5) |
Other
expenses |
0.12% |
Total
annual Fund operating expenses |
1.12% |
|
|
EXAMPLE
The following
Example illustrates the expenses that Common Shareholders would pay on a $1,000 investment in Common Shares, assuming (i) total annual
expenses of 1.12% of net assets attributable to Common Shares in years 1 through 10; (ii) a 5% annual return; and (iii) all distributions
are reinvested at NAV:
1
Year |
3
Years |
5
Years |
10
Years |
$11 |
$36 |
$62 |
$136 |
The above
table and example and the assumption in the example of a 5% annual return are required by regulations of the SEC that are applicable
to all investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance
of the Fund’s Common Shares. For more complete descriptions of certain of the Fund’s costs and expenses, see “Management
of the Fund.” In addition, while the example assumes reinvestment of all dividends and distributions at NAV, participants in the
Fund’s dividend reinvestment plan may receive Common Shares purchased or issued at a price or value different from NAV. See “Distributions”
and “Dividend Reinvestment Plan.” The example does not include sales load or estimated offering costs, which would cause
the expenses shown in the example to increase.
The example
should not be considered a representation of past or future expenses, and the Fund’s actual expenses may be greater or less than
those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.
| (1) | If
Common Shares are sold to or through underwriters, the Prospectus Supplement will set forth
any applicable sales load. |
| (2) | The
Adviser will pay the expenses of the Offering (other than the applicable commissions); therefore,
Offering expenses are not included in the Summary of Fund Expenses. Offering expenses generally
include, but are not limited to, the preparation, review and filing with the SEC of the Fund’s
registration statement (including this Prospectus and the SAI), the preparation, review and
filing of any associated marketing or similar materials, costs associated with the printing,
mailing or other distribution of the Prospectus, SAI and/or marketing materials, associated
filing fees, NYSE listing fees, and legal and auditing fees associated with the Offering. |
| (3) | You
will be charged a $5.00 service charge and pay brokerage charges if you direct the plan agent
to sell your Common Shares held in a dividend reinvestment account. |
| (4) | Stated
as a percentage of average net assets attributable to Common Shares for the year ended December
31, 2022. |
| (5) | The
investment adviser fee paid by the Fund to the Adviser is based on the average daily gross
assets of the Fund, including all assets attributable to any form of investment leverage
that the Fund may utilize. Accordingly, if the Fund were to utilize investment leverage in
the future, the investment adviser fee will increase as a percentage of net assets. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 19 | Prospectus dated [___], 2023 |
Financial
Highlights and Investment Performance
FINANCIAL
HIGHLIGHTS
This table
details the financial performance of the Common Shares, including total return information showing how much an investment in the Fund
has increased or decreased each period. This information has been audited by Deloitte & Touche LLP, an independent registered
public accounting firm. The report of Deloitte & Touche LLP and the Fund’s financial statements are incorporated by
reference and included in the Fund’s annual report, which is available upon request.
Selected data
for a Common Share outstanding during the periods stated.
| |
Year Ended December 31, |
| |
2022 | |
2021 | |
2020 | |
2019 | |
2018 |
Net asset value – Beginning of year | |
$ | 16.440 | | |
$ | 14.590 | | |
$ | 15.260 | | |
$ | 14.040 | | |
$ | 16.350 | |
Income (Loss) From Operations | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income(1) | |
$ | 0.092 | | |
$ | 0.061 | | |
$ | 0.133 | | |
$ | 0.146 | | |
$ | 0.148 | |
Net realized and unrealized gain (loss) | |
| (2.189 | ) | |
| 3.058 | | |
| 0.493 | | |
| 2.370 | | |
| (1.172 | ) |
Total income (loss) from operations | |
$ | (2.097 | ) | |
$ | 3.119 | | |
$ | 0.626 | | |
$ | 2.516 | | |
$ | (1.024 | ) |
Less Distributions | |
| | | |
| | | |
| | | |
| | | |
| | |
From net investment income | |
$ | (0.089 | ) | |
$ | (0.038 | ) | |
$ | (0.130 | ) | |
$ | (0.143 | ) | |
$ | (0.144 | ) |
From net realized gain | |
| (1.156 | ) | |
| (0.062 | ) | |
| (0.492 | ) | |
| (0.422 | ) | |
| (0.108 | ) |
Tax return of capital | |
| (0.021 | ) | |
| (1.196 | ) | |
| (0.674 | ) | |
| (0.731 | ) | |
| (1.044 | ) |
Total distributions | |
$ | (1.266 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) |
Premium from common shares sold through shelf offering(1) | |
$ | 0.023 | | |
$ | 0.027 | | |
$ | — | | |
$ | — | | |
$ | 0.010 | |
Net asset value – End of year | |
$ | 13.100 | | |
$ | 16.440 | | |
$ | 14.590 | | |
$ | 15.260 | | |
$ | 14.040 | |
Market value – End of year | |
$ | 13.150 | | |
$ | 17.120 | | |
$ | 15.000 | | |
$ | 16.400 | | |
$ | 13.450 | |
Total Investment Return on Net Asset Value(2) | |
| (13.18 | )% | |
| 22.40 | % | |
| 5.07 | % | |
| 18.50 | % | |
| (6.69 | )% |
Total Investment Return on Market Value(2) | |
| (16.31 | )% | |
| 23.98 | % | |
| 0.51 | % | |
| 32.93 | % | |
| (12.65 | )% |
Ratios/Supplemental Data | |
| | | |
| | | |
| | | |
| | | |
| | |
Net assets, end of year (000’s omitted) | |
$ | 384,847 | | |
$ | 467,677 | | |
$ | 388,258 | | |
$ | 405,503 | | |
$ | 372,509 | |
Ratios (as a percentage of average daily net assets): | |
| | | |
| | | |
| | | |
| | | |
| | |
Expenses | |
| 1.12 | %(3) | |
| 1.10 | % | |
| 1.12 | % | |
| 1.11 | % | |
| 1.11 | % |
Net investment income | |
| 0.64 | % | |
| 0.39 | % | |
| 0.97 | % | |
| 0.99 | % | |
| 0.94 | % |
Portfolio Turnover | |
| 21 | % | |
| 6 | % | |
| 8 | % | |
| 2 | % | |
| 4 | % |
(See
related footnotes.)
Eaton Vance Tax-Managed Buy-Write Income Fund | 20 | Prospectus dated [___], 2023 |
Financial
Highlights (continued)
| |
Year Ended December 31, |
| |
2017 | |
2016 | |
2015 | |
2014 | |
2013 |
Net asset value – Beginning of year | |
$ | 15.500 | | |
$ | 15.520 | | |
$ | 16.310 | | |
$ | 16.250 | | |
$ | 14.900 | |
Income From Operations | |
| | | |
| | | |
| | | |
| | | |
| | |
Net investment income(1) | |
$ | 0.156 | | |
$ | 0.189 | | |
$ | 0.198 | | |
$ | 0.170 | | |
$ | 0.184 | |
Net realized and unrealized gain | |
| 1.980 | | |
| 1.087 | | |
| 0.308 | | |
| 1.186 | | |
| 2.462 | |
Total income from operations | |
$ | 2.136 | | |
$ | 1.276 | | |
$ | 0.506 | | |
$ | 1.356 | | |
$ | 2.646 | |
Less Distributions | |
| | | |
| | | |
| | | |
| | | |
| | |
From net investment income | |
$ | (0.150 | ) | |
$ | (0.177 | ) | |
$ | (0.189 | ) | |
$ | (0.165 | ) | |
$ | (0.181 | ) |
From net realized gain | |
| — | | |
| (0.482 | ) | |
| (0.368 | ) | |
| — | | |
| — | |
Tax return of capital | |
| (1.146 | ) | |
| (0.637 | ) | |
| (0.739 | ) | |
| (1.131 | ) | |
| (1.115 | ) |
Total distributions | |
$ | (1.296 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) | |
$ | (1.296 | ) |
Premium from common shares sold through shelf offering(1) | |
$ | 0.010 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Net asset value – End of year | |
$ | 16.350 | | |
$ | 15.500 | | |
$ | 15.520 | | |
$ | 16.310 | | |
$ | 16.250 | |
Market value – End of year | |
$ | 16.730 | | |
$ | 16.520 | | |
$ | 16.690 | | |
$ | 15.900 | | |
$ | 14.890 | |
Total Investment Return on Net Asset Value(2) | |
| 14.30 | % | |
| 8.68 | % | |
| 3.21 | % | |
| 8.94 | % | |
| 19.05 | % |
Total Investment Return on Market Value(2) | |
| 9.73 | % | |
| 7.63 | % | |
| 13.92 | % | |
| 15.90 | % | |
| 15.85 | % |
Ratios/Supplemental Data | |
| | | |
| | | |
| | | |
| | | |
| | |
Net assets, end of year (000’s omitted) | |
$ | 417,859 | | |
$ | 382,921 | | |
$ | 382,897 | | |
$ | 402,145 | | |
$ | 400,633 | |
Ratios (as a percentage of average daily net assets): | |
| | | |
| | | |
| | | |
| | | |
| | |
Expenses(3) | |
| 1.11 | % | |
| 1.12 | % | |
| 1.11 | %(4) | |
| 1.13 | % | |
| 1.14 | % |
Net investment income | |
| 0.97 | % | |
| 1.25 | % | |
| 1.23 | % | |
| 1.04 | % | |
| 1.17 | % |
Portfolio Turnover | |
| 1 | % | |
| 6 | % | |
| 7 | % | |
| 2 | % | |
| 2 | % |
| (1) | Computed
using average shares outstanding. |
| (2) | Returns
are historical and are calculated by determining the percentage change in net asset value
or market value with all distributions reinvested. Distributions are assumed to be reinvested
at prices obtained under the Fund’s dividend reinvestment plan. |
| (3) | Includes
a reduction by the investment adviser of a portion of its adviser fee due to the Fund’s
investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for
the year ended December 31, 2022). |
| (4) | Excludes
the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015,
custody fee credits, which were earned on cash deposit balances, were discontinued by the
custodian. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 21 | Prospectus dated [___], 2023 |
TRADING
AND NAV INFORMATION
The Fund’s
Common Shares have traded both at a premium and a discount to NAV. The Fund cannot predict whether its shares will trade in the future
at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price of Common Shares (less
any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common stock. The issuance of
Common Shares may have an adverse effect on prices in the secondary market for the Fund’s Common Shares by increasing the number
of Common Shares available, which may put downward pressure on the market price for the Fund’s Common Shares. Shares of common
stock of closed-end investment companies frequently trade at a discount from NAV. See “Risk Considerations - Discount from or Premium
to NAV.”
In addition,
the Fund’s Board of Trustees has authorized the Fund to repurchase up to 10% of its outstanding common shares as of the last day
of the prior calendar year-end at market prices when shares are trading at a discount to net asset value. The share repurchase program
does not obligate the Fund to purchase a specific amount of shares. The results of the share repurchase program are disclosed in the
Fund’s annual and semi-annual reports to shareholders. See “Description of Capital Structure --Repurchase of Common Shares
and Other Discount Measures.”
The following
table sets forth for each of the periods indicated the high and low closing market prices for Common Shares on the NYSE, and the corresponding
NAV per share and the premium or discount to NAV per share at which the Fund’s Common Shares were trading as of such date.
|
|
|
|
|
|
|
|
Market
Price |
NAV
per Share on Date of Market Price |
NAV
Premium/(Discount) on Date of
Market Price |
Fiscal
Quarter Ended |
High
|
Low |
High
|
Low |
High
|
Low |
3/31/2023 |
$13.78 |
$12.76 |
$13.62 |
$13.24 |
1.17% |
(3.63)% |
12/31/2022 |
$15.93 |
$12.89 |
$13.12 |
$12.93 |
21.42% |
(0.31)% |
9/30/2022 |
$16.69 |
$13.21 |
$14.04 |
$12.44 |
18.87% |
6.19% |
6/30/2022 |
$16.79 |
$14.09 |
$15.71 |
$13.45 |
6.87% |
4.76% |
3/31/2022 |
$17.45 |
$15.59 |
$15.68 |
$15.34 |
11.29% |
1.63% |
12/31/2021 |
$17.17 |
$15.63 |
$16.46 |
$15.61 |
4.31% |
0.13% |
9/30/2021 |
$16.86 |
$16.01 |
$15.96 |
$15.58 |
5.64% |
2.76% |
6/30/2021 |
$16.87 |
$15.72 |
$15.82 |
$15.44 |
6.64% |
1.81% |
3/31/2021 |
$15.74 |
$14.58 |
$15.25 |
$14.44 |
3.21% |
0.97% |
On
April 26, 2023, the last reported sale price, NAV per Common Share and percentage premium/(discount) to NAV per Common Share,
were $12.68, $13.45 and (5.72)%, respectively. As of April 26, 2023, the Fund had 29,374,715 Common Shares outstanding
and net assets of $394,949,242.
The following
table provides information about our outstanding Common Shares as of April 26, 2023:
Title
of Class |
Amount
Authorized |
Amount
Held by the Fund for its Account |
Amount
Outstanding |
Common
Shares |
Unlimited |
0 |
29,374,715 |
The
Fund
The Fund is
a diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a Massachusetts business
trust on November 17, 2004 pursuant to an Agreement and Declaration of Trust, as amended August 11, 2008, governed by the laws of the
Commonwealth of Massachusetts. The Fund’s principal office is located at Two International Place, Boston, Massachusetts 02110,
and its telephone number is 1-800-262-1122.
Eaton Vance Tax-Managed Buy-Write Income Fund | 22 | Prospectus dated [___], 2023 |
Use of
Proceeds
Subject to
the remainder of this section, and unless otherwise specified in a Prospectus Supplement, the Fund currently intends to invest substantially
all of the net proceeds of any sales of Common Shares pursuant to this Prospectus in accordance with its investment objectives and policies
as described under “Investment Objectives, Policies and Risks” within three months of receipt of such proceeds. Such investments
may be delayed up to three months if suitable investments are unavailable at the time or for other reasons, such as market volatility
and lack of liquidity in the markets of suitable investments. Pending such investment, the Fund anticipates that it will invest the proceeds
in short-term money market instruments, securities with remaining maturities of less than one year, cash or cash equivalents. A delay
in the anticipated use of proceeds could lower returns and reduce the Fund’s distribution to Common Shareholders or result in a
distribution consisting principally of a return of capital.
INVESTMENT
OBJECTIVES, POLICIES AND RISKS
INVESTMENT
OBJECTIVES
The Fund’s
primary investment objective is to provide current income and gains, with a secondary objective of capital appreciation. In pursuing
its investment objectives, the Fund will evaluate returns on an after-tax basis, seeking to minimize and defer shareholder federal income
taxes. The Fund’s investment objectives are non-fundamental and may be changed by the Fund’s Board of Trustees at any time
without Common Shareholder approval. Under normal market conditions, the Fund’s investment program consists primarily of: (1) owning
a diversified portfolio of common stocks that seeks to exceed the total return performance of the S&P 500® Index (the
“S&P 500®”); and (2) selling S&P 500® call options on a continuous basis on substantially
the full value of its holdings of common stocks.
PRIMARY
INVESTMENT POLICIES
General
Composition of the Fund. Under normal market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio
of common stocks that seeks to exceed the total return performance of the S&P 500®. Due to tax considerations, the
Fund intends to limit the overlap between its stock portfolio holdings (and any subset thereof) and the S&P 500® to
less than 70% on an ongoing basis. The Fund invests primarily in common stocks of U.S. issuers. The Fund may invest up to 10% of its
total assets in securities of foreign issuers, including American Depositary Receipts (“ADRs”) sponsored or unsponsored,
Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”). The Fund normally expects
that its assets will be invested across a broad range of industries and market sectors. Stocks included in the S&P 500®
generally have growth characteristics. The Fund may invest a portion of its assets in stocks of mid-capitalization companies. Eaton
Vance generally considers mid-capitalization companies to be those companies having market capitalizations within the range of capitalizations
for the S&P MidCap 400® Index (“S&P MidCap 400®”).
As of March 31, 2023, companies in the S&P MidCap 400® had median market capitalization of approximately $5.4 billion
and their market capitalization range was from $1.1 billion to $16.0 billion. Market capitalizations of companies within
the S&P MidCap 400® are subject to change.
The Fund seeks
to generate current earnings in part by employing an options strategy of writing (selling) index call options on the S&P 500®.
The Fund expects to sell index call options on a continuous basis on substantially the full value of its holdings of common stocks. Under
normal market conditions, at least 80% of the value of the Fund’s total assets are subject to written index call options. Writing
index call options involves a trade-off between the option premiums received and reduced participation in potential future price appreciation
of the Fund’s portfolio of common stocks. Generally, the Fund intends to sell S&P 500® call options that are
slightly “out-of-the-money,” meaning that option exercise prices generally will be slightly higher than the current level
of the index at the time the options are written. The Fund may also sell index options that are more substantially “out-of-the-money.”
Such options that are more substantially “out-of-the-money” provide greater potential for the Fund to realize capital appreciation
on its portfolio stocks but generally would pay a lower premium than options that are slightly “out-of-the-money.” The Fund
seeks to generate current earnings from index option writing premiums and, to a lesser extent, from dividends on stocks held. The Fund
seeks to generate gains from option premiums and from the sale of equity securities it holds in its portfolio.
The Fund generally
intends to sell S&P 500® call options that are exchange-listed and “European style,” meaning that the
options may be exercised only on the expiration date of the option. To implement its options program most effectively, the Fund may also
sell index options that trade in OTC markets. Index options differ from options on individual securities in that index options (i) typically
are settled in cash rather than by delivery of securities (meaning the exercise of an index option does not involve the actual purchase
or sale of securities) and (ii) reflect price fluctuations in a group of securities or segments of the securities market rather than
price fluctuations in a single security.
As the seller
of S&P 500® call options, the Fund will receive cash (the premium) from options purchasers. The purchaser of an S&P
500® call option has the right to receive from the option seller any appreciation in the value of the S&P 500®
over a fixed price (the exercise price) as of a specified date in the future (the option valuation date). The exercise-settlement
value of the index is calculated based on opening sales prices of the component index stocks on the option
Eaton Vance Tax-Managed Buy-Write Income Fund | 23 | Prospectus dated [___], 2023 |
valuation date, which is the
last business day before the expiration date. By writing S&P 500® call options, the Fund will, in effect, sell the
potential appreciation in the value of the S&P 500® above the exercise price in exchange for the option premium received.
If, at expiration, an S&P 500® call option sold by the Fund is exercised, the Fund will pay the purchaser the difference
between the cash value of the S&P 500® and the exercise price of the option. The premium, the exercise price and the
market value of the S&P 500® will determine the gain or loss realized by the Fund as the seller of the index call
option.
The Fund expects
to maintain high turnover in index call options, based on the Adviser’s intent to sell index call options on substantially the
full value of its holdings of common stocks. For its stock holdings, the Fund’s annual portfolio turnover rate is expected to exceed
that of the S&P 500® due to turnover in connection with the Fund’s tax loss harvesting, gain matching, dividend
capture and other strategies. On an overall basis, the Fund’s annual turnover rate may exceed 100%. A high turnover rate (100%
or more) necessarily involves greater trading costs to the Fund.
The Fund’s
policies, under normal market conditions, to invest at least 80% of its total assets in a diversified portfolio of common stocks that
seeks to exceed the total return performance of the S&P 500® and that at least 80% of the value of the Fund’s
total assets are subject to written index call options on a continuous basis are non-fundamental policies and may be changed by the Fund’s
Board without Common Shareholder approval following the provision of 60 days’ prior written notice to Common Shareholders.
In implementing
the Fund’s investment strategy, the Adviser and Sub-Adviser intend to employ a variety of techniques and strategies generally designed
to minimize and defer the federal income taxes incurred by shareholders in connection with their investment in the Fund as described
below.
During unusual
market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with
its investment objectives, principal strategies and other policies.
The S&P
500® is an unmanaged index of 500 stocks maintained and published by Standard & Poor’s that is market-capitalization
weighted and generally representative of the performance of larger stocks traded in the United States. It is not possible to invest directly
in an index. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s has not
passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the Fund. Standard
& Poor’s makes no representation regarding the advisability of investing in the Fund.
Investment
Strategy. Eaton Vance is responsible for managing the Fund’s overall investment strategy and executing the Fund’s options
strategy. Eaton Vance is also responsible for providing research support to the Sub-Adviser and supervising the performance of the Sub-Adviser.
Parametric is responsible for structuring and managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e.,
periodically selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized
by the Fund) and other tax-management techniques, relying in part on the fundamental research and analytical judgments of the Adviser.
Parametric has developed specialized programs and systems that are designed to provide for efficient implementation of the Fund’s
strategies. The Fund’s investments are actively managed, and securities may be bought or sold on a daily basis. See “Management
of the Fund.”
The Fund’s
strategy consists of owning a portfolio of common stocks and selling covered call options (a “buy-write strategy”).
To avoid being
subject to the “straddle rules” under federal income tax law, the Fund intends to maintain an overlap of less than 70% between
its stock portfolio (and any subset thereof) and the S&P 500® on an ongoing basis. Under the “straddle”
rules, “offsetting positions with respect to personal property” generally are considered to be straddles. In general, investment
positions will be offsetting if there is a substantial diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects that the index call options it writes will not be considered straddles because the Fund’s
portfolio of common stocks will be sufficiently dissimilar from the components of the S&P 500® under applicable guidance
established by the IRS. Under certain circumstances, however, the Fund may enter into options transactions or certain other investments
that may constitute positions in a straddle. Parametric will consider a variety of factors in constructing and maintaining the Fund’s
stock portfolio, including, but not limited to, stock performance ratings as determined by the Adviser, stock dividend yields, overlap
between the stock portfolio holdings and the S&P 500®, projected tracking of the stock portfolio versus the S&P
500®, realization of loss harvesting opportunities and other tax management considerations. The Adviser’s evaluation
of the future performance potential of individual stocks will be one among several considerations in portfolio construction and will
not, on a standalone basis, be determinative of portfolio construction. The Adviser’s stock ratings will be based primarily on
fundamental research.
Eaton Vance Tax-Managed Buy-Write Income Fund | 24 | Prospectus dated [___], 2023 |
The Fund’s
index option strategy is designed to produce current cash flow from options premiums and to moderate the volatility of the Fund’s
returns. This index option strategy is of a hedging nature and is not designed to speculate on equity market performance. The Adviser
believes that the Fund’s index option strategy will moderate the volatility of the Fund’s returns because the option premiums
received will help to mitigate the impact of downward price movements in the stocks held by the Fund, while the Fund’s obligations
under index calls written will effectively limit the Fund’s ability to participate in upward price movements in portfolio stocks
beyond certain levels. The Adviser intends to sell S&P 500® call options on substantially the full value of the Fund’s
common stock holdings. The Adviser does not intend to sell index call options representing amounts greater than the value of the Fund’s
common stock portfolio (i.e., take a “naked” position).
The foregoing
policies relating to investment in common stocks and index options writing are the Fund’s primary investment policies. In addition
to its primary investment policies, the Fund may invest to a limited extent in other types of securities and engage in certain other
investment practices. See “Investment Objectives, Policies and Risks—Additional Investment Practices.”
In addition
to the intended strategy of selling index call options, the Fund may invest up to 20% of its total assets in other derivative instruments
acquired for hedging, risk management and investment purposes (to gain exposure to securities, securities markets, markets indices and/or
currencies consistent with its investment objectives and policies), provided that no more than 10% of the Fund’s total assets may
be invested in such derivative instruments acquired for non-hedging purposes. Derivative instruments may be used in order to help protect
against a decline in the value of its portfolio securities. Derivative instruments may also be used by the Fund to enhance returns or
as a substitute for the purchase or sale of securities.
Tax-Managed
Investing. Taxes are a major influence on the net after-tax returns that investors receive on their taxable investments. In implementing
the Fund’s investment strategy, the Adviser and Sub-Adviser intend to employ a variety of techniques and strategies designed to
generally skew the mix of Fund returns to the types of returns that are most advantageously taxed, thereby seeking to minimize and defer
the federal income taxes incurred by Common Shareholders in connection with their investment in the Fund. Such techniques and strategies
are expected to include: (1) employing a call options strategy consisting of selling S&P 500® call options that qualify
for treatment as Section 1256 contracts, on which capital gains and losses are generally treated as 60% long-term and 40% short-term,
regardless of holding period; (2) limiting the overlap of the Fund’s stock portfolio (and any subset thereof) versus the S&P
500® to less than 70% so that the Fund’s stock holdings and S&P 500® call options are not subject
to the “straddle rules;” (3) engaging in a systematic program of tax-loss harvesting in the Fund’s stock portfolio,
periodically selling stock positions that have depreciated in value to realize capital losses that can be used to offset capital gains
realized by the Fund; and (4) managing the sale of appreciated stock positions so as to minimize the Fund’s net realized short-term
capital gains in excess of net realized long-term capital losses. The Fund seeks to offset the 40% of gains on index options treated
as short-term against Fund expenses and realized losses on other investments allocable against short-term gains. When an appreciated
security is sold, the Fund generally intends to select for sale the share lots resulting in the most favorable tax treatment, generally
those with holding periods sufficient to qualify for long-term capital gains treatment that have the highest cost basis. There is no
assurance the techniques and strategies the Fund employees to minimize or defer federal income tax will be successful.
In addition,
the Fund seeks to earn and distribute “qualified dividend income.” Qualified dividend income received by an individual is
taxed at the rates applicable to long-term capital gain. In order for a dividend received by Fund shareholders to be qualified dividend
income, the Fund must meet certain holding period and other requirements with respect to the dividend-paying stock in its portfolio,
and the shareholder must meet certain holding period and other requirements with respect to the Fund’s shares. A dividend will
not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to
any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which
such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day
period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short
sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient
elects to have the dividend income treated as investment interest (for purposes of the limitation on deductibility of investment interest),
or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax
treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established
securities market in the U.S.) or (b) treated as a passive foreign investment company. Payments in lieu of dividends, such as payments
pursuant to securities lending arrangements, also do not qualify to be treated as qualified dividend income. In general, distributions
of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a
shareholder taxed as an individual provided the shareholder meets the applicable holding period and other requirements with respect to
the Fund’s shares.
Eaton Vance Tax-Managed Buy-Write Income Fund | 25 | Prospectus dated [___], 2023 |
The Fund may
seek to enhance the level of tax-advantaged dividend income it receives by emphasizing higher-yielding stocks in its stock portfolio
and by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after the stock’s
ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends before the next dividend
payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over a given time period than if
it held a single stock. In order for dividends received by the Fund to qualify for favorable tax treatment, the Fund must comply with
the holding period and other requirements set forth in the preceding paragraph. By complying with the applicable holding period and other
requirements while engaging in dividend capture trading, the Fund may be able to enhance the level of tax-advantaged dividend income
it receives because it will receive more dividend payments qualifying for favorable treatment during the same time period than if it
simply held portfolio stocks. The use of dividend capture trading strategies will expose the Fund to increased trading costs and potentially
higher short-term capital gain or loss.
Common Stocks.
Under normal market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio of common stocks that
seeks to exceed the total return performance of the S&P 500®. Common stock represents an equity ownership interest
in the issuing corporation. Holders of common stock generally have voting rights in the issuer and are entitled to receive common stock
dividends when, as and if declared by the corporation’s board of directors. Common stock normally occupies the most subordinated
position in an issuer’s capital structure. Returns on common stock investments consist of any dividends received plus the amount
of appreciation or depreciation in the value of the stock.
Although common
stocks have historically generated higher average returns than fixed-income securities over the long term and particularly during periods
of high or rising concerns about inflation, common stocks also have experienced significantly more volatility in returns and may not
maintain their real value during inflationary periods. An adverse event, such as an unfavorable earnings report, may depress the value
of a particular common stock held by the Fund. Also, the prices of common stocks are sensitive to general movements in the stock market
and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for
many reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the
relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be sensitive
to rising interest rates as the costs of capital rise and borrowing costs increase.
Index Options
Generally. The Fund will pursue its objectives in part by selling S&P 500® call options on a continuous basis
on substantially the full value of its common stock portfolio.
The Fund will
sell S&P 500® index options that are exchange-listed and that are “European style,” meaning that the options
may only be exercised on the expiration date of the option. To implement its options program most effectively, the Fund may also sell
index options that trade in OTC markets. Index options differ from options on individual securities in that index options (i) typically
are settled in cash rather than by delivery of securities and (ii) reflect price fluctuations in a group of securities or segments of
the securities market rather than price fluctuations in a single security. Option contracts are originated and standardized by the OCC.
The Fund will sell S&P 500® call options that are generally issued, guaranteed and cleared by the OCC. S&P 500®
options currently trade exclusively on the Chicago Board Options Exchange.
Selling
Index Call Options. The Fund’s index option strategy is designed to produce current cash flow from options premiums and to
moderate the volatility of the Fund’s returns. This index option strategy is of a hedging nature, and is not designed to speculate
on equity market performance.
As the seller of
S&P 500® call options, the Fund will receive cash (the premium) from the purchaser. The purchaser of the option has
the right to any appreciation in the value of the S&P 500® over a fixed price (the exercise price) as of a specified
date in the future (the option valuation date). Generally, the Fund intends to sell S&P 500® call options that are
slightly “out-of-the-money” (i.e., the exercise price generally will be slightly above the current level of the S&P 500®
when the option is sold). The Fund may also sell index options that are more substantially “out-of-the-money.” Such
options that are more substantially “out-of-the-money” provide greater potential for the Fund to realize capital appreciation
on its portfolio stocks but generally would pay a lower premium than options that are slightly “out-of-the-money.” The Fund
will, in effect, sell the potential appreciation in the value of the S&P 500® above the exercise price in exchange
for the option premium received. If, at expiration, an S&P 500® call option sold by the Fund is exercised, the Fund
will pay the purchaser the difference between the cash value of the S&P 500® and the exercise price of the option.
The premium, the exercise price and the market value of the S&P 500® will determine the gain or loss realized by the
Fund as the seller of the index call option.
Prior to expiration,
the Fund may close an option position by making an offsetting market purchase of identical option contracts (same type, underlying index,
exercise price and expiration). The cost of closing out transactions and payments in settlement of exercised options will reduce the
net option premiums available for distribution to Common Shareholders by the Fund. The reduction in net option premiums due to a rise
in stock prices should generally be offset, at least in part,
Eaton Vance Tax-Managed Buy-Write Income Fund | 26 | Prospectus dated [___], 2023 |
by appreciation in the value of the Fund’s common stock portfolio
and by the opportunity to realize higher premium income from selling new index options at higher exercise prices.
In certain
extraordinary market circumstances, to limit the risk of loss on the Fund’s index option strategy, the Fund may enter into “spread”
transactions by purchasing index call options with higher exercise prices than those of index call options written. The Fund will only
engage in such transactions when Eaton Vance believes that certain extraordinary events temporarily have depressed equity prices and
substantial short-term appreciation of such prices is expected. By engaging in spread transactions in such circumstances the Fund will
reduce the limitation imposed on its ability to participate in such recovering equity markets that exist if the Fund only writes index
call options. The premiums paid to purchase such call options are expected to be lower than the premiums earned from the call options
written at lower exercise prices. However, the payment of these premiums will reduce amounts available for distribution from the Fund’s
option activity.
The
Fund will sell only “covered” call options. Options may be “covered,” meaning that the party required to deliver the reference
instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the
instrument).
If an option
written by the Fund expires unexercised, the Fund realizes on the expiration date a capital gain equal to the premium received by the
Fund at the time the option was written. If an option written by the Fund that is not a Section 1256 contract is cash settled, the Fund
generally realizes a capital gain if the cash payment made by the Fund upon exercise is less than the premium received from writing the
option and a capital loss if the cash payment made is more than the premium received, such capital gain or loss will be treated as short-term
capital gain or loss. If the written option is repurchased, the Fund generally realizes upon the closing purchase transaction a capital
gain if the cost of repurchasing the option is less than the premium received from writing the option and a capital loss if the cost
of repurchasing the option is more than the premium received, subject to certain exceptions, such gain or loss generally will be short-term.
Because exchange-listed S&P 500® options are Section 1256 contracts, the Fund’s gains and losses thereon generally
will be treated as 60% long-term and 40% short-term capital gain or loss, regardless of holding period, although certain foreign currency
gains and losses from such contracts may be treated as ordinary in character. In addition, the Fund generally will be required to “mark
to market” (i.e., treat as sold for fair market value) each Section 1256 contract at the close of each taxable year (and on October
31 of each year for excise tax purposes). See “Federal Income Tax Matters.”
The principal
factors affecting the market value of an option contract include supply and demand in the options market, interest rates, the current
market price of the underlying index in relation to the exercise price of the option, the actual or perceived volatility associated with
the underlying index, and the time remaining until the expiration date. Upon the writing of a call or a put option, the premium received
by the Fund is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market
to reflect the current market value of the option written. A written option is valued at the closing price on the exchange on which it
is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices or otherwise
at fair value as determined by the Board of the Fund.
The transaction
costs of buying and selling options consist primarily of commissions (which are imposed in opening, closing and exercise transactions),
but may also include margin and interest costs in particular transactions. The impact of transaction costs on the profitability of a
transaction may often be greater for options transactions than for transactions in the underlying securities because these costs are
often greater in relation to options premiums than in relation to the prices of underlying securities. Transaction costs may be especially
significant in option strategies calling for multiple purchases and sales of options over short periods of time or concurrently. Transaction
costs associated with the Fund’s options strategy will vary depending on market circumstances and other factors.
The standard
contract size for exchange-listed S&P 500® options is the index level multiplied by $100. There are three items needed
to identify a particular S&P 500® option contract: (1) the expiration month, (2) the exercise (or strike) price and
(3) the type (i.e., call or put). A call option whose exercise price is above the current price of the underlying index is called “out-of-the-money”,
and a call option whose exercise price is below the current price of the underlying index is called “in-the-money.”
Writing S&P
500® call options can lower the variability of potential return outcomes and can enhance returns in three of four market
performance scenarios (down, flat or moderately up). Only when the level of the S&P 500® at option expiration exceeds
the sum of the premium received and the option exercise price would the buy-write strategy be expected to provide lower returns than
the stock portfolio-only alternative. The amount of downside protection afforded by the buy-write strategy in declining market scenarios
is limited, however, to the amount of option premium received. If the S&P
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500® declines by an amount greater than
the option premium, the buy-write strategy would generate an investment loss. The Fund’s returns from implementing a buy-write
strategy using S&P 500® call options will also be substantially affected by the performance of the portfolio of stocks
held versus the S&P 500®.
Foreign
Investments. The Fund may invest up to 10% of its total assets in securities of issuers located in countries other than the United
States. An issuer will be considered to be located in a country other than the United States if it is domiciled in, derives a significant
portion of its revenues from, or its primary trading venue is outside the U.S. The Fund will not invest in issuers located in emerging
market countries. Investment in securities of non-U.S. issuers involves special risks, including that non-U.S. issuers may be subject
to less rigorous accounting and reporting requirements than U.S. issuers, less rigorous regulatory requirements, differing legal systems
and laws relating to creditors’ rights, the potential inability to enforce legal judgments and the potential for political, social
and economic adversity. The willingness and ability of sovereign issuers to pay principal and interest on government securities depends
on various economic factors, including among others the issuer’s balance of payments, overall debt level, and cash flow considerations
related to the availability of tax or other revenues to satisfy the issuer’s obligations. The securities of some foreign issuers
are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign settlement procedures and trade regulations
may involve certain risks (such as delay in the payment or delivery of securities and interest or in the recovery of assets held abroad)
and expenses not present in the settlement of domestic investments. There may be a possibility of nationalization or expropriation of
assets, imposition of currency exchange controls, confiscatory taxation, political or financial instability, armed conflict and diplomatic
developments which could affect the value of the Fund’s investments in certain foreign countries. Foreign issuers may become subject
to sanctions imposed by the United States or another country, which could result in the immediate freeze of the foreign issuers’
assets or securities. The imposition of such sanctions could impair the market value of the securities of such foreign issuers and limit
the Fund’s ability to buy, sell, receive or deliver the securities. As an alternative to holding foreign-traded securities, the
Fund may invest in dollar-denominated securities of foreign companies that trade on U.S. exchanges or in the U.S. over-the-counter market
(including depositary receipts, which evidence ownership in underlying foreign securities). Dividends received with respect to stock
of a foreign corporation may qualify for the reduced rates of federal income taxation applicable to qualified dividend income only if
such corporation satisfies the requirements to be a “qualified foreign corporation.”
The Fund may
invest in ADRs, EDRs and GDRs. ADRs, EDRs and GDRs are certificates evidencing ownership of shares of foreign issuers and are alternatives
to purchasing directly the underlying foreign securities in their national markets and currencies. However, they continue to be subject
to many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the
political and economic risks of the underlying issuer’s country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored
receipts are established without the participation of the issuer. Unsponsored receipts may involve higher expenses, may not pass through
voting or other shareholder rights, and may be less liquid than sponsored receipts.
Because foreign
companies are not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to
those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company.
Volume and liquidity in most foreign debt markets are less than in the United States and securities of some foreign companies are less
liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation
of securities exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign
countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio
transactions or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with
respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability,
or diplomatic developments, which could affect investments in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally
not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries)
may be less liquid and more volatile than securities of comparable U.S. companies.
ADDITIONAL
INVESTMENT PRACTICES
In addition
to its primary investment strategies as described above, the Fund may engage in the following investment practices.
When-Issued
Securities and Forward Commitments. Securities may be purchased on a “forward commitment” or “when-issued”
basis (meaning securities are purchased or sold with payment and delivery taking place in the future beyond normal settlement times)
in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. The yield on
a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment
or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date,
the securities that are the subject of the
Eaton Vance Tax-Managed Buy-Write Income Fund | 28 | Prospectus dated [___], 2023 |
transaction are subject to market fluctuations. In forward commitment or when-issued transactions,
if the seller or buyer, as the case may be, fails to consummate the transaction, the counterparty may miss the opportunity of obtaining
a price or yield considered to be advantageous. Forward commitment or when-issued transactions may be expected to occur a month or more
before delivery is due. No payment or delivery is made, however, until payment is received or delivery is made from the other party to
the transaction. These transactions may create leverage in the Fund.
Restricted
Securities. Securities held by the Fund may be legally restricted as to resale (such as those issued in private placements), including
commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act and securities eligible for resale pursuant to Rule 144A thereunder,
and securities of U.S. and non-U.S. issuers initially offered and sold outside the United States pursuant to Regulation S thereunder.
Restricted securities may not be listed on an exchange and may have no active trading market. The Fund may incur additional expense when
disposing of restricted securities, including all or a portion of the cost to register the securities. The Fund also may acquire securities
through private placements under which it may agree to contractual restrictions on the resale of such securities that are in addition
to applicable legal restrictions. In addition, if the Adviser or Sub-Adviser receives material non-public information about the issuer,
the Fund may as a result be unable to sell the securities. Restricted securities may be difficult to value properly and may involve greater
risks than securities that are not subject to restrictions on resale. It may be difficult to sell restricted securities at a price representing
fair value until such time as the securities may be sold publicly. Under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when the Adviser or Sub-Adviser
believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held.
Holdings of restricted securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing them.
Restricted securities may involve a high degree of business and financial risk, which may result in substantial losses.
Illiquid
Investments. The Fund may invest up to 15% of its total assets in investments for which there is no readily available trading market
or that are otherwise illiquid. Certain investments are considered illiquid or restricted due to a limited trading market or legal
or contractual restrictions on resale or transfer, or are otherwise illiquid because they cannot be sold or disposed of in seven calendar
days or less under then-current market conditions without the sale or disposition significantly changing the market value of the investment.
Such illiquid investments may include commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act and securities eligible for
resale pursuant to Rule 144A thereunder. Rule 144A securities may increase the level of portfolio illiquidity if eligible buyers become
uninterested in purchasing such securities.
It may be difficult
to sell illiquid investments at a price representing fair value until such time as the investments may be sold publicly. It
also may be more difficult to determine the fair value of such investments for purposes of computing the Fund’s net asset value.
Where registration is required, a considerable period of time may elapse between a decision to sell the investments and the
time when the Fund would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing
at the time of the decision to sell. The Fund may incur additional expense when disposing of illiquid investments, including all or
a portion of the cost to register the investments. The Fund also may acquire investments through private placements under which it
may agree to contractual restrictions on the resale of such investments that are in addition to applicable legal restrictions.
Such restrictions might prevent the sale of such investments at a time when such sale would otherwise be desirable.
At times, a
portion of the Fund’s assets may be invested in investments as to which the Fund, by itself or together with other accounts managed
by the investment adviser and its affiliates, holds a major portion or all of such investments. Under adverse market or economic
conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell
such investments when the investment adviser believes it advisable to do so or may be able to sell such investments only at prices
lower than if such investments were more widely held. It may also be more difficult to determine the fair value of such investments for
purposes of computing the Fund’s net asset value.
Other Derivative
Instruments. In addition to the intended strategy of selling index call options, the Fund may invest up to 20% of its total assets
in other derivative instruments (which are instruments that derive their value from another instrument, security or index) acquired for
hedging, risk management and investment purposes (to gain exposure to securities, securities markets, markets indices and/or currencies
consistent with its investment objectives and policies), provided that no more than 10% of the Fund’s total assets may be invested
in such derivative instruments acquired for non-hedging purposes. These strategies may be executed through the use of derivative contracts
in the United States or abroad. As described more specifically below, the Fund may purchase and sell derivative contracts based on equity
and fixed-income indices and other instruments, purchase and sell futures contracts and options thereon, and enter into various transactions
such as swaps, caps, floors or collars. In an equity collar, the Fund simultaneously writes a call option and purchases a put option
on the same instrument. In addition, derivatives may also include new techniques, instruments or strategies that are permitted as regulatory
changes occur. Derivative instruments may be used by the Fund to enhance returns or as a substitute for the purchase or sale of securities.
The Fund’s transactions in derivative instruments involve a risk of loss or depreciation due to: unanticipated adverse changes
in securities prices, interest rates,
Eaton Vance Tax-Managed Buy-Write Income Fund | 29 | Prospectus dated [___], 2023 |
the other financial instruments’ prices; the inability to close out a position; default by
the counterparty; imperfect correlation between a position and the desired hedge; tax constraints on closing out positions; and portfolio
management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options)
may substantially exceed the Fund’s initial investment in these instruments. In addition, the Fund may lose the entire premium
paid for purchased options that expire before they can be profitably exercised by the Fund. Transaction costs will be incurred in opening
and closing positions in derivative instruments. There can be no assurance that the use of derivative instruments will be advantageous
to the Fund.
Derivatives.
Generally, derivatives can be characterized as financial instruments whose performance is derived at least in part from the performance
of an underlying reference instrument. Derivative instruments may be acquired in the United States or abroad consistent with the Fund’s
investment strategy and may include the various types of exchange-traded and over-the-counter (“OTC”) instruments described
herein and other instruments with substantially similar characteristics and risks. Fund obligations created pursuant to derivative instruments
may give rise to leverage, which may subject the Fund to heightened risk of loss. The Fund may invest in a derivative transaction if
it is permitted to own, invest in, or otherwise have economic exposure to the reference instrument. Depending on the type of derivative
instrument and the Fund’s investment strategy, a reference instrument could be a security, instrument, index, currency, commodity,
economic indicator or event (“reference instruments”).
Derivative
instruments are subject to a number of risks, including adverse or unexpected movements in the price of the reference instrument, and
counterparty, liquidity, market, tax and leverage risks. Certain derivatives may also be subject to credit risk and interest rate risk.
In addition, derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates, indices
or instruments they are designed to hedge or closely track. Use of derivative instruments may cause the realization of higher amounts
of short-term capital gains (generally taxed at ordinary income tax rates) than if such instruments had not been used. Success in using
derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the
hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets
for the derivative instrument, the reference instrument and the Fund’s assets. To the extent that a derivative instrument is intended
to hedge against an event that does not occur, the Fund may realize losses.
OTC derivative
instruments involve an additional risk in that the issuer or counterparty may fail to perform its contractual obligations. Some derivative
instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market
volatility, an option or commodity exchange or swap execution facility or clearinghouse may suspend or limit trading in an exchange-traded
derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish
daily limits on the amount that the price of a futures contract or futures option can vary from the previous day’s settlement price.
Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions
to limit losses. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties to such contracts.
For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty. In addition,
certain provisions of the Code limit the use of derivative instruments. Derivatives permit the Fund to increase or decrease the level
of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease
the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. There can be no
assurance that the use of derivative instruments will benefit the Fund.
The
U.S. and non-U.S. derivatives markets have undergone substantial changes in recent years as a result of changes under the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) in the United States and regulatory changes in
Europe, Asia and other non-U.S. jurisdictions. In particular, the Dodd-Frank Act and related regulations require many derivatives to
be margined and/or cleared and traded on an exchange, expand entity registration requirements, impose business conduct requirements
on counterparties, and impose other regulatory requirements that will continue to change derivatives markets as regulations are
implemented. The SEC adopted Rule 18f-4 under the 1940 Act, which applies to the Fund’s use of derivative investments and
certain financing transactions. Among other things, Rule 18f-4 requires certain funds that invest in derivative instruments beyond a
specified limited amount (generally greater than 10% of a Fund’s net assets) to apply a value-at-risk based limit to their use of
certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. To the
extent a Fund uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited amount
(up to 10% of a Fund’s net assets), it will not be subject to the full requirements of Rule 18f-4. In addition, to the extent that
the Fund enters into reverse repurchase agreements or similar financing transactions, the Fund may elect to either treat all of its
reverse repurchase agreements or similar financing transactions as derivatives transactions for purposes of Rule 18f-4 or comply
(with respect to reverse repurchase agreements or similar financing transactions) with the asset segregation requirements under
Section 18 of the 1940 Act. The implementation of these requirements or additional future regulation of the derivatives markets may
make the use of derivatives more costly, may limit the availability or reduce the liquidity of derivatives, and may impose limits or
restrictions on the counterparties with which the Fund engages in derivative transactions. Fund management cannot
predict the effects of any new governmental regulation that may be implemented,
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and there can be no assurance that any new government
regulation will not adversely affect the Fund’s performance or ability to achieve its investment objective(s).
Swaps.
Swap contracts may be purchased or sold to hedge against fluctuations in securities prices, interest rates or market conditions, to change
the duration of the overall portfolio, or to mitigate default risk. In a standard “swap” transaction, two parties agree to
exchange the returns (or differentials in rates of return) to be exchanged or “swapped” between the parties, which returns
are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate or in a “basket” of securities representing a particular index.
Equity swaps.
Equity swaps involve the exchange by the Fund with another party of their respective returns as calculated on a notional amount of an
equity index basket of equity securities, or individual equity security.
Interest
rate swaps, caps and floors. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment
based on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset.
The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest
rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of
an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling such interest rate cap. The Fund will enter into interest
rate and total return swaps only on a net basis, i.e., the two payment streams are netted out, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. Interest rate swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive interest (e.g., an exchange of fixed rate payments for floating-rate payments). If the
other party to an interest rate swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is
contractually entitled to receive. The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect
to each interest rate swap will be accrued on a daily basis. The Fund will not enter into any interest rate swap unless the claims-paying
ability of the other party thereto is considered to be investment grade by the Adviser. If there is a default by the other party to such
a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.
The Fund may
use interest rate swaps for risk management purposes only and not as a speculative investment and would typically use interest rate swaps
to shorten the average interest rate reset time of the Fund’s holdings. The use of interest rate swaps is a highly specialized
activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.
If the Adviser is incorrect in its forecasts of market values, interest rates and other applicable factors, the investment performance
of the Fund would be unfavorably affected.
Total
return swaps. As stated above, the Fund will enter into total return swaps only on a net basis. Total return swaps are contracts
in which one party agrees to make payments of the total return from the underlying asset(s), which may include securities, baskets of
securities, or securities indices during the specified period, in return for payments equal to a fixed or floating-rate of interest or
the total return from other underlying asset(s).
Futures
and Options on Futures. The Fund may purchase and sell various kinds of financial futures contracts and options thereon to seek to
hedge against changes in interest rates or for other risk management purposes. Futures contracts may be based on various debt securities,
securities indices or currencies. Such transactions involve a risk of loss or depreciation due to unanticipated adverse changes in securities
prices, which may exceed the Fund’s initial investment in these contracts. The Fund will only purchase or sell futures contracts
or related options in compliance with the rules of the CFTC. These transactions involve transaction costs. There can be no assurance
that Eaton Vance’s use of futures will be advantageous to the Fund. Sales of futures contracts and related options generally result
in realization of short-term or long-term capital gain depending on the period for which the investment is held. To the extent that any
futures contract or options on futures contract held by the Fund is a Section 1256 contract under the Code, the contract will be marked-to-market
annually and any gain or loss will be treated as 60% long-term and 40% short-term, regardless of the holding period for such contract.
Short Sales.
The Fund may sell a security short if it owns at least an equal amount of the security sold short or another security convertible
or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box).
In a short sale against-the-box, the short seller is exposed to the risk of being forced to deliver stock that it holds to close the
position if the borrowed stock is called in by the lender, which would cause gain or loss to be recognized on the delivered stock. The
Fund expects normally to close its short sales against-the-box by delivering newly acquired stock.
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Short sales
against-the-box can be a tax-efficient alternative to the sale of an appreciated securities position. The ability to use short sales
against-the-box as a tax-efficient management technique with respect to holdings of appreciated securities is limited to circumstances
in which the hedging transaction is closed out not later than thirty days after the end of the Fund’s taxable year in which the
transaction was initiated, and the underlying appreciated securities position is held unhedged for at least the next sixty days after
the hedging transaction is closed. Not meeting these requirements would trigger the recognition of gain on the underlying appreciated
securities position under the federal tax laws applicable to constructive sales.
Securities
Lending. The Fund may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers. As
with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the borrower
of the securities fails financially. Loans will be made only to organizations whose credit quality or claims paying ability is considered
by the Adviser to be at least investment grade and when the expected returns, net of administrative expenses and any finders’ fees,
justifies the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents
(such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the
market value of the securities loaned. The financial condition of the borrower will be monitored by the Adviser on an ongoing basis.
Borrowings.
The Fund may borrow money to the extent permitted under the 1940 Act as interpreted, modified or otherwise permitted by the regulatory
authority having jurisdiction. Although it does not currently intend to do so, the Fund may in the future from time to time borrow money
to add leverage to the portfolio. The Fund may also borrow money for temporary administrative purposes or to meet temporary cash needs.
Reverse
Repurchase Agreements. The Fund may enter into reverse repurchase agreements. Under a reverse repurchase agreement, the Fund transfers
possession of a portfolio instrument to a counterparty, such as a bank or broker-dealer, in return for cash. At the same time, the Fund
agrees to repurchase the instrument at an agreed-upon time and price, which reflects an interest payment. The Fund may enter into such
agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income.
In the event
of the insolvency of the counterparty to a reverse repurchase agreement, recovery of the securities sold by the Fund may be delayed.
In a reverse repurchase agreement, the counterparty’s insolvency may result in a loss equal to the amount by which the value of
the securities sold by the Fund exceeds the repurchase price payable by the Fund.
When
the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another
party or the securities in which the proceeds may be invested would affect the market value of the Fund’s assets. Because reverse
repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. If the
Fund reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement
will lower the Fund’s yield.
Forward
Foreign Currency Exchange Contracts. A forward foreign currency exchange contract (“currency forward”) involves an obligation
to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed
upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect against an adverse
change in the relationship between currencies or to increase exposure to a particular foreign currency.
Certain currency
forwards may be individually negotiated and privately traded, exposing them to credit and counterparty risks. The precise matching of
the currency forward amounts and the value of the instruments denominated in the corresponding currencies will not generally be possible
because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those
securities between the date on which the contract is entered into and the date it matures. There is additional risk that the use of currency
forwards may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position
taken and that currency forwards may create exposure to currencies in which the Fund’s securities are not denominated. In addition,
it may not be possible to hedge against long-term currency changes. Currency forwards are subject to the risk of political and economic
factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments,
there is no systematic reporting of last sale information with respect to the foreign currencies underlying currency forwards. As a result,
available information may not be complete.
Eaton Vance Tax-Managed Buy-Write Income Fund | 32 | Prospectus dated [___], 2023 |
Portfolio
Turnover. The Fund will buy and sell securities to seek to accomplish its investment objectives. Portfolio turnover generally involves
expense to the Fund, including brokerage commissions and other transaction costs on the sale of securities and reinvestment in other
securities. The Fund expects to maintain high turnover in index call options, based on the Adviser’s intent to sell index call
options on substantially the full value of its holdings of common stocks. For its stock holdings, the Fund’s annual portfolio turnover
rate is expected to exceed that of the S&P 500® due to turnover in connection with the Fund’s tax loss harvesting,
gain matching, dividend capture and other strategies. On an overall basis, the Fund’s annual turnover rate may exceed 100%. A high
turnover rate (100% or more) necessarily involves greater trading expenses to the Fund. The portfolio turnover rate(s) for the Fund for
the fiscal years ended December 31, 2022 and 2021 were 21% and 6%, respectively.
Temporary
Investments. During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily,
which may be inconsistent with its investment objectives, principal strategies and other policies. Cash equivalents are highly liquid,
short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. government
obligations. In moving to a substantial temporary investments position and in transitioning from such a position back into conformity
with the Fund’s normal investment policies, the Fund may incur transaction costs that would not be incurred if the Fund had remained
fully invested in accordance with such normal policies. The transition to and from a substantial temporary investments position may also
result in the Fund having to sell common stocks and/or close out options positions and then later purchase common stocks and open new
options positions in circumstances that might not otherwise be optimal. The Fund’s investment in such temporary investments under
unusual market circumstances may not be in furtherance of the Fund’s investment objectives.
RISK CONSIDERATIONS
Risk is inherent
in all investing. Investing in any investment company security involves risk, including the risk that you may receive little or no return
on your investment or even that you may lose part or all of your investment.
Discount
From or Premium to NAV. The Offering will be conducted only when Common Shares of the Fund are trading at a price equal to or above
the Fund’s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market value of the
Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Fund’s Common Shares have traded
both at a premium and at a discount relative to NAV. The shares of closed-end management investment companies frequently trade at a discount
from their NAV. This is a risk separate and distinct from the risk that the Fund’s NAV may decrease.
Secondary
Market for the Common Shares. The issuance of Common Shares through the Offering may have an adverse effect on the secondary market
for the Common Shares. The increase in the amount of the Fund’s outstanding Common Shares resulting from the Offering may put downward
pressure on the market price for the Common Shares of the Fund. Common Shares will not be issued pursuant to the Offering at any time
when Common Shares are trading at a price lower than a price equal to the Fund’s NAV per Common Share plus the per Common Share
amount of commissions.
The Fund also
issues Common Shares of the Fund through its dividend reinvestment plan. See “Dividend Reinvestment Plan.” Common Shares
may be issued under the plan at a discount to the market price for such Common Shares, which may put downward pressure on the market
price for Common Shares of the Fund.
When the Common
Shares are trading at a premium, the Fund may also issue Common Shares of the Fund that are sold through transactions effected on the
NYSE. The increase in the amount of the Fund’s outstanding Common Shares resulting from that offering may also put downward pressure
on the market price for the Common Shares of the Fund.
The voting
power of current shareholders will be diluted to the extent that such shareholders do not purchase shares in any future Common Share
offerings or do not purchase sufficient shares to maintain their percentage interest. In addition, if the Adviser is unable to invest
the proceeds of such offering as intended, the Fund’s per share distribution may decrease (or may consist of return of capital)
and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned.
Market Discount
Risk. As with any security, the market value of the Common Shares may increase or decrease from the amount initially paid for the
Common Shares. The Fund’s Common Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end
management investment companies frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that
the Fund’s NAV may decrease.
Investment
and Market Risk. An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal
amount invested. An investment in Common Shares represents an indirect investment in the securities owned by the Fund, which are generally
traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may
move up or down, sometimes rapidly and unpredictably. Because the Fund intends, under normal market conditions, to sell index
call options on a continuous basis on substantially the full value of its common stock holdings, the Fund’s appreciation potential
from equity market performance
Eaton Vance Tax-Managed Buy-Write Income Fund | 33 | Prospectus dated [___], 2023 |
will be limited. The Common Shares at any point in time may be worth less than the original investment,
even after taking into account any reinvestment of distributions.
The value of
investments held by the Fund may increase or decrease in response to social, economic, political, financial, public health crises or
other disruptive events (whether real, expected or perceived) in the U.S. and global markets and include events such as war, natural
disasters, epidemics and pandemics, terrorism, conflicts and social unrest. These events may negatively impact broad segments of businesses
and populations and may exacerbate pre-existing risks to the Fund. The frequency and magnitude of resulting changes in the value
of the Fund’s investments cannot be predicted. Certain securities and other investments held by the Fund may experience increased
volatility, illiquidity, or other potentially adverse effects in reaction to changing market conditions. Monetary and/or fiscal actions
taken by U.S. or foreign governments to stimulate or stabilize the global economy may not be effective and could lead to high market
volatility.
Issuer Risk.
The value of securities held by the Fund may decline for a number of reasons that directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer’s goods and services.
Equity Risk.
Under normal market conditions, the Fund invests at least 80% of its total assets in a diversified portfolio of common stocks, which
are a type of equity investment. The value of equity investments and related instruments may decline in response to adverse changes in
the economy or the economic outlook; deterioration in investor sentiment; interest rate, currency, and commodity price fluctuations;
adverse geopolitical, social or environmental developments; issuer and sector-specific considerations; and other factors. Market conditions
may affect certain types of stocks to a greater extent than other types of stocks. If the stock market declines in value, the value of
the Fund’s equity investments will also likely decline. Although prices can rebound, there is no assurance that values will return
to previous levels. Preferred stocks and other hybrid securities may also be sensitive to changes in interest rates; when interest rates
rise, their value will generally fall. Hybrid securities generally possess characteristics common to both equity and debt securities.
Preferred stocks, convertible securities, and certain debt obligations are types of hybrid securities. Hybrid securities generally have
a preference over common stock in the event of the issuer’s liquidation and perpetual or near perpetual terms at time of issuance.
Hybrid securities generally do not have voting rights or have limited voting rights. Because hybrid securities have both debt and equity
characteristics, their values vary in response to many factors, including general market and economic conditions, issuer-specific events,
changes in interest rates, credit spreads and the credit quality of the issuer, and, for convertible securities, factors affecting the
securities into which they convert.
Risk of
Selling Index Call Options. The Fund expects to sell S&P 500® call options on a continuous basis on substantially
the full value of its holdings of common stocks. The purchaser of an index call option has the right to any appreciation in the value
of the index over the exercise price of the call option as of the valuation date of the option. Because their exercise is settled in
cash, sellers of index call options such as the Fund cannot provide in advance for their potential settlement obligations by acquiring
and holding the underlying securities. The Fund intends to mitigate the risks of its written index call positions by holding a diversified
portfolio of stocks similar to those on which the S&P 500® is based. However, the Fund does not intend to acquire
and hold a portfolio containing exactly the same stocks as the S&P 500®. Due to tax considerations, the Fund intends
to limit the overlap between its stock portfolio holdings (and any subset thereof) and the S&P 500® to less than 70%
on an ongoing basis. Consequently, the Fund bears the risk that the performance of the securities held will vary from the performance
of the S&P 500®. Index options written by the Fund are priced on a daily basis. Their value may be affected by changes
in the price and dividend rates of the underlying common stocks in S&P 500®, changes in actual or perceived volatility
of the S&P 500® and the remaining time to the options’ expiration. The trading price of S&P 500®
call options may also be affected by liquidity considerations and the balance of purchase and sale orders.
A decision
as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived and well-executed options
program may be adversely affected by market behavior or unexpected events. As the writer of S&P 500® call options,
the Fund will forgo, during the option’s life, the opportunity to profit from increases in the value of the S&P 500®
above the sum of the option premium received and the exercise price of the call option, but retains the risk of loss, minus the
option premium received, should the value of the S&P 500® decline. When a call option is exercised, the Fund will
be required to deliver an amount of cash determined by the excess of the value of S&P 500® at contract termination
over the exercise price of the option. Thus, the exercise of index call options sold by the Fund may require the Fund to sell portfolio
securities to generate cash at inopportune times or for unattractive prices.
The trading
price of options may be adversely affected if the market for such options becomes less liquid or smaller. The Fund may close out a call
option by buying the option instead of letting it expire or be exercised. There can be no assurance that a liquid market will exist when
the Fund seeks to close out a call option position by buying the option. Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange
on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect
to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange;
(v) the
Eaton Vance Tax-Managed Buy-Write Income Fund | 34 | Prospectus dated [___], 2023 |
facilities of an exchange or the OCC may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges
could, for economic or other reasons, decide or be compelled to discontinue the trading of options (or a particular class or series of
options) at some future date. If trading were discontinued, the secondary market on that exchange (or in that class or series of options)
would cease to exist. However, outstanding options on that exchange that had been issued by the OCC as a result of trades on that exchange
would continue to be exercisable in accordance with their terms.
The hours of
trading for options may not conform to the hours during which common stocks held by the Fund are traded. To the extent that the options
markets close before the markets for securities, significant price and rate movements can take place in the securities markets that would
not be reflected concurrently in the options markets. Index call options are marked to market daily and their value may be substantially
affected by changes in the value and dividend rates of the securities represented in the underlying index, changes in interest rates,
changes in the actual or perceived volatility of the associated index and the remaining time to the options’ expiration, as well
as trading conditions in the options market.
Tax Risk.
Reference is made to “Federal Income Tax Matters” for an explanation of the federal income tax consequences and attendant
risks of investing in the Fund. Although the Fund seeks to minimize and defer the federal income taxes incurred by Common Shareholders
in connection with their investment in the Fund, there can be no assurance that it will be successful in this regard. Market conditions
may limit the Fund’s ability to generate tax losses or to generate income taxed at favorable tax rates. The Fund’s tax-managed
strategy may cause the Fund to hold a security in order to achieve more favorable tax-treatment or to sell a security in order to create
tax losses. The Fund’s ability to utilize various tax-management techniques may be curtailed or eliminated in the future by tax
legislation, regulation or interpretations. Distributions paid on the Common Shares may be characterized variously as net investment
income (taxable at ordinary income rates), qualified dividends and capital gains dividends (each taxable at long-term capital gains rates)
or return of capital (not currently taxable). The ultimate tax characterization of the Fund’s distributions made in a calendar
year may not finally be determined until after the end of that calendar year. Distributions to a Common Shareholder that are a return
of capital will be tax free up to the amount of the Common Shareholder’s current tax basis in his or her Common Shares, with any
distribution amounts exceeding such basis treated as capital gain on a deemed sale of Common Shares. Common Shareholders are required
to reduce their tax basis (not below zero) in Common Shares by the amount of tax-free return of capital distributions received, thereby
increasing the amount of capital gain (or decreasing the amount of capital loss) to be recognized upon a later disposition of the Common
Shares. In order for Fund distributions of qualified dividend income to be taxable at favorable long-term capital gains rates, the Fund
must meet certain holding period and other requirements with respect to the dividend-paying stock in its portfolio, and a Common Shareholder
must meet certain prescribed holding period and other requirements with respect to his or her Common Shares. If positions held by the
Fund were treated as “straddles” for federal income tax purposes, dividends on such positions would not constitute qualified
dividend income subject to favorable income tax treatment. Gain or loss on positions in a straddle are subject to special (and generally
disadvantageous) rules as described under “Federal Income Tax Matters.”
Risks
of Investing in Smaller and Mid-Sized Companies. The Fund may make investments in stocks of companies whose market capitalization
is considered middle sized or “mid-cap.” The stocks of smaller and mid-sized companies are generally subject to greater price
fluctuations, limited liquidity, higher transaction costs and higher investment risk than the stocks of larger, more established companies.
Such companies may have limited product lines, markets or financial resources, may be dependent on a limited management group, and may
lack substantial capital reserves or an established performance record. There may be generally less publicly available information about
such companies than for larger, more established companies. Stocks of these companies frequently have lower trading volumes making them
more volatile and potentially less liquid and more difficult to value.
Risks of
“Growth” Stock Investing. The Fund expects to invest substantially in stocks with “growth” characteristics.
Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types
of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result,
growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks.
Derivatives
Risk. In addition to writing index call options, the risks of which are described above, the Fund may invest up to 20% of its total
assets in other derivative investments acquired for hedging, risk management and investment purposes, provided that no more than 10%
of the Fund’s total assets may be invested in such derivative instruments acquired for non-hedging purposes. Other derivatives
instruments may include the purchase and sale of derivative contracts based on equity and fixed-income indices and other instruments,
covered short sales, purchase and sale of futures contracts and options thereon, forward sales of stock, the purchase and sale of forward
currency exchange contracts and currency futures, and various transactions such as swaps, caps, floors or collars. The use of derivatives
can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative,
due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create leverage in the Fund, which represents
non-cash exposure to the underlying assets, index, rate or instrument. Leverage can increase both the risk
Eaton Vance Tax-Managed Buy-Write Income Fund | 35 | Prospectus dated [___], 2023 |
and return potential of the
Fund. Derivative risks may be more significant when they are used to enhance return or as a substitute for a cash investment position,
rather than solely to hedge the risk of a position held by the Fund. Derivatives for hedging purposes may not reduce risk if they are
not sufficiently correlated to the position being hedged. Use of derivatives involves the exercise of specialized skill and judgment,
and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Changes in the value of a
derivative (including one used for hedging) may not correlate perfectly with the underlying asset, rate, index or instrument. Derivative
instruments traded in over-the-counter markets may be difficult to value, may be illiquid, and may be subject to wide swings in valuation
caused by changes in the value of the underlying instrument. If a derivative’s counterparty is unable to honor its commitments,
the value of Fund shares may decline and the Fund could experience delays in (or be unable to achieve) return of collateral or
other assets held by the counterparty. The loss on derivative transactions may substantially exceed the initial investment. A derivative
investment also involves the risks relating to the asset, index, rate or instrument underlying the investment. There can be no assurance
that the use of derivative instruments will be advantageous to the Fund.
Foreign
Investment Risk. Investments in foreign issuers could be affected by factors not present in the United States, including expropriation,
armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other
information, and potential difficulties in enforcing contractual obligations. Because foreign issuers may not be subject to uniform accounting,
auditing and financial reporting standards, practices and requirements and regulatory measures comparable to those in the United States,
there may be less publicly available information about such foreign issuers. Adverse changes in investment regulations, capital requirements
or exchange controls could adversely affect the value of the Fund’s investments. Settlements of securities transactions in foreign
countries are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the
liquidity of the Fund’s assets. Evidence of ownership of certain foreign investments may be held outside the United States, and
the Fund may be subject to the risks associated with the holding of such property overseas. Trading in certain foreign markets is also
subject to liquidity risk.
Foreign investment
in the securities markets of certain foreign countries is restricted or controlled to varying degrees. Foreign issuers may become subject
to sanctions imposed by the United States or another country against a particular country or countries, organizations, entities and/or
individuals, which could result in the immediate freeze of the foreign issuers’ assets or securities. The imposition of such
sanctions could impair the market value of the securities of such foreign issuers and limit the Fund’s ability to buy, sell, receive
or deliver the securities. In addition, as a result of economic sanctions, the Fund may be forced to sell or otherwise dispose of investments
at inopportune times or prices, which could result in losses to the Fund and increased transaction costs. If a deterioration occurs in
a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Fund could also
be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by other restrictions
on investment. The risks posed by such actions with respect to a particular foreign country, its nationals or industries or businesses
within the country may be heightened to the extent the Fund invests significantly in the affected country or region or in issuers from
the affected country that depend on global markets.
In some
non-U.S. securities markets, custody arrangements for securities provide significantly less protection than custody arrangements in U.S.
securities markets, and prevailing custody and trade settlement practices (e.g., the requirement to pay for securities prior to receipt)
expose the Fund to credit and other risks it does not have in the United States.
The Fund
needs a license to invest directly in securities traded in many non-U.S. securities markets. These licenses are often subject to limitations,
including maximum investment amounts. Once a license is obtained, the Fund’s ability to continue to invest directly is subject
to the risk that the license may be terminated or suspended. In some circumstances, the receipt of a non-U.S. license by one of Eaton
Vance’s clients may prevent the Fund from obtaining a similar license. In addition, the activities of a Calvert client could cause
the suspension or revocation of the Fund’s license.
Political
events in foreign countries may cause market disruptions. In June 2016, the United Kingdom (“Political events in foreign countries
may cause market disruptions. In June 2016, the United Kingdom (“UK”) voted in a referendum to leave the European Union (“EU”)
(“Brexit”). Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during
which the EU and the UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with
the EU, the EU and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and
the EU. This agreement became effective on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains
significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of the possible political,
regulatory, economic, and market outcomes in the UK, EU and beyond are difficult to predict. If one or more additional countries leave
the EU or the EU dissolves, the world’s securities markets likely will be significantly disrupted.
Eaton Vance Tax-Managed Buy-Write Income Fund | 36 | Prospectus dated [___], 2023 |
As an alternative
to holding foreign-traded investments, the Fund may invest in U.S. dollar-denominated investments of foreign companies that trade on
U.S. exchanges or in the U.S. over-the-counter market including depositary receipts, such as ADRs, GDRs and EDRs which evidence ownership
of shares of a foreign issuer and are alternatives to directly purchasing the underlying foreign securities in their national markets
and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign securities. These
risks include the political and economic risks of the underlying issuer’s country, as well as in the case of depositary receipts
traded on foreign markets, currency risk. Depositary receipts may be sponsored or unsponsored. Unsponsored depositary receipts are established
without the participation of the issuer. As a result, available information concerning the issuer of an unsponsored depository receipt
may not be as current as for sponsored depositary receipts, and the prices of unsponsored depositary receipts may be more volatile than
if such instruments were sponsored by the issuer. Unsponsored depositary receipts may involve higher expenses, may not pass through voting
or other shareholder rights and may be less liquid.
Since the Fund
may invest in securities denominated or quoted in currencies other than the U.S. dollar, the value of foreign assets and currencies as
measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations,
application of foreign tax laws (including withholding tax), governmental administration of economic or monetary policies (in this country
or abroad), and relations between nations and trading. Foreign currencies also are subject to settlement, custodial and other operational
risks. Currency exchange rates can be affected unpredictably by intervention, or the failure to intervene, by U.S. or foreign governments
or central banks or by currency controls or political developments in the United States or abroad. If the U.S. dollar rises in
value relative to a foreign currency, a security denominated in that foreign currency will be worth less in U.S. dollars. If the U.S.
dollar decreases in value relative to a foreign currency, a security denominated in that foreign currency will be worth more in U.S.
dollars. A devaluation of a currency by a country’s government or banking authority will have a significant impact on the
value of any investments denominated in that currency. Costs are incurred in connection with conversions between currencies.
Currency
Risk. Since the Fund invests in securities denominated or quoted in currencies other than the U.S. dollar, the Fund will be affected
by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments in the Fund and
the accrued income and appreciation or depreciation of the investments in U.S. dollars. Changes in foreign currency exchange rates relative
to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency and the Fund’s return
on such assets as well as any temporary uninvested reserves in bank deposits in foreign currencies. In addition, the Fund will incur
costs in connection with conversions between various currencies.
The Fund may
attempt to protect against adverse changes in the value of the U.S. dollar in relation to a foreign currency by entering into a forward
contract for the purchase or sale of the amount of foreign currency invested or to be invested, or by buying or selling a foreign currency
option or futures contract for such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the
currency which the Fund anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment
therefor is made or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not
eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore,
such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the
position taken. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered
into such contracts.
Interest
Rate Risk. The premiums from writing index call options and amounts available for distribution from the Fund’s options activity
may decrease in declining interest rate environments. The value of the Fund’s common stock investments may also be influenced by
changes in interest rates. Higher yielding stocks and stocks of issuers whose businesses are substantially affected by changes in interest
rates may be particularly sensitive to interest rate risk.
Dividend
Capture Trading Risk. The use of dividend capture strategies will expose the Fund to higher portfolio
turnover, increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements
of stocks subject to dividend capture trading.
Liquidity
Risk. The Fund may invest up to 15% of its total assets in investments for which there is no readily available trading market or
which are otherwise illiquid. The Fund may not be able to readily dispose of such investments at prices that approximate those at which
the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell
other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition, the limited liquidity
could affect the market price of the investments, thereby adversely affecting the Fund’s net asset value and ability to make dividend
distributions. The financial markets in general have previously, and may in the future experience periods of extreme secondary market
supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional
measures of intrinsic value. During such periods, it may be possible to sell some securities only at arbitrary prices and with substantial
losses.
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Inflation
Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Common Shares and distributions thereon can decline.
Financial
Leverage Risk. Although the Fund has no current intention to do so, the Fund is authorized and reserves the flexibility to utilize
leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the
Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy will be successful
during any period in which it is employed. Leverage creates risks for Common Shareholders, including the likelihood of greater volatility
of net asset value and market price of the Common Shares and the risk that fluctuations in distribution rates on any preferred shares
or fluctuations in borrowing costs may affect the return to Common Shareholders. To the extent the returns derived from investments purchased
with proceeds received from leverage exceeds the cost of leverage, the Fund’s distributions may be greater than if leverage had
not been used. Conversely, if the returns from the investments purchased with such proceeds are not sufficient to cover the cost of leverage,
the amount available for distribution to Common Shareholders will be less than if leverage had not been used. In the latter case, Eaton
Vance, in its best judgment, may nevertheless determine to maintain the Fund’s leveraged position if it deems such action to be
appropriate. The costs of an offering of preferred shares and/or a borrowing program would be borne by Common Shareholders and consequently
would result in a reduction of the net asset value of Common Shares. In addition, the advisory fee paid to Eaton Vance is calculated
on the basis of the Fund’s average daily gross assets, including any form of investment leverage utilized by the Fund, including
proceeds from the issuance of preferred shares and/or borrowings, so such fees will be higher when leverage is utilized. In this regard,
holders of preferred shares do not bear the investment advisory fee. Rather, Common Shareholders bear the portion of the investment advisory
fee attributable to the assets purchased with the proceeds of the preferred shares offering.
Financial leverage
may also be achieved through the purchase of certain derivative instruments. The Fund’s use of derivative instruments exposes the
Fund to special risks. See “Investment Objectives, Policies and Risks—Additional Investment Practices” and “Investment
Objectives, Policies, and Risks—Risk Considerations.”
Management
Risk. The Fund is subject to management risk because it is an actively managed portfolio. Eaton Vance, Parametric and the individual
portfolio managers will use internal research and proprietary modeling techniques and software in making investment decisions for the
Fund, but there can be no guarantee that these will produce the desired results. The Fund’s strategy seeks to take advantage of
certain quantitative and behavioral market characteristics identified by the adviser and/or sub-adviser, utilizing a systematic, rules-based
investment process. A systematic investment process is dependent on the adviser’s and sub-adviser’s skill in developing and
maintaining that process.
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the Fund is susceptible
to operational, information security and related risks. The Fund relies on communications technology, systems, and networks to engage
with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Fund’s ability to
use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include,
but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites
or via “ransomware” that renders the systems inoperable until
appropriate actions are taken. A denial-of-service attack is an effort to make network services unavailable
to intended users, which could cause shareholders to lose access to their electronic accounts, potentially indefinitely. Employees and
service providers also may not be able to access electronic systems to perform critical duties for the Fund, such as trading NAV calculation,
shareholder accounting or fulfillment of Fund share purchases and redemptions, during a denial-of-service attack. There is also the possibility
for systems failures due to malfunctions, user error and misconduct by employees and agents, natural disasters, or other foreseeable
and unforeseeable events.
Because technology
is consistently changing, new ways to carry out cyber attacks are always developing. Therefore, there is a chance that some risks have
not been identified or prepared for, or that an attack may not be detected, which puts limitations on the Fund’s ability to plan for
or respond to a cyber attack. Similar types of cybersecurity risks also are present for issuers of securities in which the Fund invests,
which could have material adverse consequences for those issuers and result in a decline in the market price of their securities. Furthermore,
as a result of cyber attacks, technological disruptions, malfunctions or failures, an exchange or market may close or suspend trading
in specific securities or the entire market, which could prevent the Fund from, among other things, buying or selling the Fund or accurately
pricing its securities. Like other Funds and business enterprises, the Fund and its service providers have experienced, and will continue
to experience, cyber incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as
the inadvertent release of confidential information by the Fund or its service providers.
Eaton Vance Tax-Managed Buy-Write Income Fund | 38 | Prospectus dated [___], 2023 |
The Fund uses
third party service providers who are also heavily dependent on computers and technology for their operations. Cybersecurity failures
or breaches by the Fund’s investment adviser or administrator and other service providers (including, but not limited to, the custodian
or transfer agent), and the issuers of securities in which the Fund invests, may disrupt and otherwise adversely affect their business
operations. This may result in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to calculate
its NAV, or cause violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or
other compensation costs, litigation costs, or additional compliance costs. While many of the Fund service providers have established
business continuity plans and risk management systems intended to identify and mitigate cyber attacks, there are inherent limitations
in such plans and systems including the possibility that certain risks have not been identified. The Fund cannot control the cybersecurity
plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders
could be negatively impacted as a result.
Geopolitical
Risk. The increasing interconnectivity between global economies and markets increases the likelihood that events or conditions in
one country, region, sector, industry or market or, with respect to one company, may adversely impact issuers in a different country,
region, sector, industry or market. For example, adverse developments in the banking or financial services sector could impact companies
operating in various sectors or industries and adversely impact the Fund’s investments. Securities in a Fund’s portfolio
may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources,
natural disasters, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental
actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters,
health emergencies, social and political discord, war or debt crises and downgrades, among others, may result in market volatility and
may have long term effects on both the U.S. and global financial markets. Other financial, economic and other global market and social
developments or disruptions may result in similar adverse circumstances, and it is difficult to predict when similar events affecting
the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last
for extended periods). Such global events may negatively impact broad segments of businesses and populations, cause a significant negative
impact on the performance of the Fund’s investments, adversely affect and increase the volatility of the Fund’s share price
and/or exacerbate preexisting political, social and economic risks to the Fund. The Fund’s operations may be interrupted and any
such event(s) could have a significant adverse impact on the value and risk profile of the Fund’s portfolio. There is a risk that
you may lose money by investing in the Fund.
Recent
Market Conditions. The outbreak of COVID-19 and efforts to contain
its spread have resulted in closing borders, enhanced health screenings, changes to healthcare service
preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern
and uncertainty. The impact of this coronavirus, and the effects of other infectious illness outbreaks, epidemics or pandemics, may be
short term or may continue for an extended period of time. Health crises caused by outbreaks of disease, such as the coronavirus outbreak,
may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact
of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and
could continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may
have similar effects. For example, a global pandemic or other widespread health crisis could cause substantial market volatility and
exchange trading suspensions and closures. In addition, the increasing interconnectedness of markets around the world may result in many
markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
The coronavirus outbreak and public and private sector responses thereto have led to large portions of the populations of many countries
working from home for indefinite periods of time, temporary or permanent layoffs, disruptions in supply chains, and lack of availability
of certain goods. The impact of such responses could adversely affect the information technology and operational systems upon which the
Fund and the Fund’s service providers rely, and could otherwise disrupt the ability of the employees of the Fund’s service
providers to perform critical tasks relating to the Fund. Any such impact could adversely affect the Fund’s performance, or the
performance of the securities in which the Fund invests and may
lead to losses on your investment in the Fund.
Market Disruption.
Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the world have previously resulted,
and may continue to result in market volatility and may have long-term effects on the United States and
worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The Fund cannot predict
the effects of significant future events on the global economy and securities markets. A similar disruption of the financial markets
could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Common
Shares.
Anti-Takeover
Provisions. The Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”)
and Amended and Restated By-Laws (the “By-Laws” and together with the Declaration of Trust, the “Organizational Documents”)
include provisions that could have the effect of limiting the ability of other persons or entities to acquire control of the Fund or
to change the composition of its Board. For example, pursuant to the Fund’s Declaration of Trust, the Fund Board is divided
Eaton Vance Tax-Managed Buy-Write Income Fund | 39 | Prospectus dated [___], 2023 |
into
three classes of Trustees with each class serving for a three-year term and certain types of transactions require the favorable vote
of holders of at least 75% of the outstanding shares of the Fund. See “Description of Capital Structure - Certain Provisions of
the Organizational Documents - Anti-Takeover Provisions in the Organizational Documents.”
Management
of the Fund
BOARD
OF TRUSTEES
The management
of the Fund, including general supervision of the duties performed by the Adviser under the Advisory Agreement (as defined below) and
the Sub-Adviser under the Sub-Advisory Agreement (as defined below), is the responsibility of the Fund’s Board under the laws of
the Commonwealth of Massachusetts and the 1940 Act.
THE ADVISER
Eaton Vance
acts as the Fund’s investment adviser under an Investment Advisory Agreement (the “Advisory Agreement”). Eaton Vance
has offices at Two International Place, Boston, MA 02110. EV LLC (“EV”) serves as trustee of Eaton Vance. Eaton Vance and
its predecessor organizations have been managing assets since 1924 and managing investment funds since 1931. Prior to March 1, 2021,
Eaton Vance was a wholly owned subsidiary of Eaton Vance Corp. (“EVC”).
On March 1,
2021, Morgan Stanley acquired EVC (the “Transaction”) and Eaton Vance became an indirect, wholly owned subsidiary of Morgan
Stanley. In connection with the Transaction, the Fund entered into a new investment advisory agreement with Eaton Vance. The agreement
was approved by shareholders prior to the consummation of the Transaction and was effective upon its closing. Effective March 1, 2021,
any fee reduction agreement previously applicable to the Fund was incorporated into its new investment advisory agreement with Eaton
Vance and new investment sub-advisory agreement with Parametric.
Morgan Stanley
(NYSE: MS), whose principal offices are at 1585 Broadway, New York, New York 10036, is a preeminent global financial services firm engaged
in securities trading and brokerage activities, as well as providing investment banking, research and analysis, financing and financial
advisory services. As of March 31, 2023, Morgan Stanley’s asset management operations had aggregate assets under
management of approximately $1.4 trillion.
Under the general
supervision of the Fund’s Board, Eaton Vance is responsible for managing the Fund’s overall investment program and executing
the Fund’s options strategy. Eaton Vance is also responsible for providing the Sub-Adviser with research support and supervising
the performance of the Sub-Adviser. As described below under the caption “The Sub-Adviser,” Parametric is responsible for
structuring and managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically selling positions
that have depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund) and other tax-management
techniques, relying in part on the fundamental research and analytical judgments of the Adviser. The Adviser will furnish to the Fund
investment advice and office facilities, equipment and personnel for servicing the investments of the Fund. The Adviser will compensate
all Trustees and officers of the Fund who are members of the Adviser’s organization, and will also compensate all other Adviser
personnel who provide research and investment services to the Fund. In return for these services, facilities and payments, the Fund has
agreed to pay the Adviser as compensation under the Advisory Agreement an annual fee in the amount of 1.00% of the average daily gross
assets of the Fund. Gross assets of the Fund means total assets of the Fund, including any form of investment leverage, minus all accrued
expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of
debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received
for securities loaned in accordance with the Fund’s investment objectives and policies, and/or (iv) any other means. During any
future periods in which the Fund is using leverage, the fees paid to Eaton Vance for investment advisory services will be higher than
if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund’s gross assets, including proceeds
from any borrowings and from the issuance of preferred shares. The Fund is responsible for all expenses not expressly stated by another
party (such as the expenses required to be paid pursuant to an agreement with the investment adviser or administrator). The Fund may
pay brokerage commissions to broker-dealers affiliated with Fund or the Adviser. For more information about affiliated brokerage commissions,
see the section entitled “PORTFOLIO TRADING” in the Fund’s SAI.
The Fund’s
annual shareholder report contains information regarding the basis for the Trustees’ approval of the Fund’s Advisory Agreement.
Eaton Vance Tax-Managed Buy-Write Income Fund | 40 | Prospectus dated [___], 2023 |
G.R. Nelson
is responsible for managing the Fund’s overall investment program and executing the Fund’s options strategy, and also provides
the Sub-Adviser with research support and supervises the performance of the Sub- Adviser. Mr. Nelson is a Vice President of Eaton Vance,
has been an equity analyst at Eaton Vance since 2004 and has been portfolio manager of the Fund since July 2021.
THE SUB-ADVISER
Eaton Vance
has engaged its affiliate Parametric as a sub-adviser to the Fund. Parametric is responsible for structuring and managing the Fund’s
common stock portfolio, including tax-loss harvesting (i.e., periodically selling positions that have depreciated in value to realize
capital losses that can be used to offset capital gains realized by the Fund) and other tax management techniques, relying in part on
the fundamental research and analytical judgments of the Adviser. Parametric’s principal office is located at 800 Fifth Avenue,
Suite 2800, Seattle, WA 98104. Parametric is an investment manager that has been providing investment advisory services since its formation
in 1987. Headquartered in Seattle, Parametric has offices in Minneapolis, New York City, Boston and Westport, Connecticut. On March 1,
2021, upon the closing of the Transaction, Parametric became an indirect, wholly owned subsidiary of Morgan Stanley. Prior to March 1,
2021, Parametric was an indirect, wholly owned subsidiary of EVC. In connection with the Transaction, Eaton Vance entered into a new
investment sub-advisory agreement with Parametric. The agreement was approved by shareholders prior to the consummation of the Transaction
and was effective upon its closing.
Under the terms
of the Sub-Advisory Agreement (a “Sub-Advisory Agreement”) between Eaton Vance and Parametric, Eaton Vance (and not the Fund)
pays Parametric a portion of the advisory fee for sub-advisory services provided to the Fund. Pursuant to the terms of the Advisory Agreement,
Eaton Vance, upon approval by the Board, may terminate the Sub-Advisory Agreement, and Eaton Vance may assume full responsibility for
the services provided by Parametric without the need for approval by shareholders of the Fund.
Thomas Seto
is the Parametric portfolio manager responsible for the day-to-day structuring and management of the Fund’s common stock portfolio.
Mr. Seto manages three other Eaton Vance closed-end investment companies that utilize a buy-write investment strategy.
The Fund’s
annual shareholder report contains information regarding the basis for the Trustees’ approval of the Fund’s Sub-Advisory
Agreement.
Mr. Seto is
Head of Investment Management at Parametric and was previously Director of Portfolio Management at Parametric for more than five years.
Mr. Seto has been a portfolio manager of the Fund since June 2005 and has managed other Eaton Vance portfolios for more than five years.
The Fund, the
Adviser and the Sub-Adviser have adopted codes of ethics relating to personal securities transactions (the “Codes of Ethics”).
The Codes of Ethics permit Adviser and Sub-Adviser personnel to invest in securities (including securities that may be purchased or held
by the Fund) for their own accounts, subject to certain pre-clearance, reporting and other restrictions and procedures contained in such
Codes of Ethics.
Additional
Information Regarding Portfolio Managers
The SAI provides
additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio
managers’ ownership of securities in the Fund. The SAI is available free of charge by calling 1-800-262-1122 or by visiting the
Fund’s website at http://www.eatonvance.com. The information contained in, or that can be accessed through, the Fund’s website
is not part of this Prospectus or the SAI.
THE ADMINISTRATOR
Eaton Vance
serves as administrator of the Fund under an Administrative Services Agreement (the “Administration Agreement”), but currently
receives no compensation for providing administrative services to the Fund. Under the Administration Agreement, Eaton Vance has been
engaged to administer the Fund’s affairs, subject to the supervision of the Board, and shall furnish office space and all necessary
office facilities, equipment and personnel for administering the affairs of the Fund.
Plan of
Distribution
The Fund may
sell the Common Shares being offered under this Prospectus in any one or more of the following ways: (i) directly to purchasers; (ii)
through agents; (iii) to or through underwriters; or (iv) through dealers. The Prospectus Supplement relating to the Offering will identify
any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set forth any applicable offering price,
sales load, fee, commission or discount arrangement between the Fund and its agents or underwriters, or among its underwriters, or the
basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of any sale.
Eaton Vance Tax-Managed Buy-Write Income Fund | 41 | Prospectus dated [___], 2023 |
The Fund may
distribute Common Shares from time to time in one or more transactions at: (i) a fixed price or prices that may be changed; (ii) market
prices prevailing at the time of sale; (iii) prices related to prevailing market prices; or (iv) negotiated prices; provided, however,
that in each case the offering price per Common Share (less any underwriting commission or discount) must equal or exceed the NAV per
Common Share.
The
Fund from time to time may offer its Common Shares through or to certain broker-dealers, including UBS Securities LLC, that have
entered into selected dealer agreements relating to at-the-market offerings.
The Fund may
directly solicit offers to purchase Common Shares, or the Fund may designate agents to solicit such offers. The Fund will, in a Prospectus
Supplement relating to such Offering, name any agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions
the Fund must pay to such agent(s). Any such agent will be acting on a reasonable best efforts basis for the period of its appointment
or, if indicated in the applicable Prospectus Supplement or other offering materials, on a firm commitment basis. Agents, dealers and
underwriters may be customers of, engage in transactions with, or perform services for the Fund in the ordinary course of business.
If any underwriters
or agents are used in the sale of Common Shares in respect of which this Prospectus is delivered, the Fund will enter into an underwriting
agreement or other agreement with them at the time of sale to them, and the Fund will set forth in the Prospectus Supplement relating
to such Offering their names and the terms of the Fund’s agreement with them.
If a dealer
is utilized in the sale of Common Shares in respect of which this Prospectus is delivered, the Fund will sell such Common Shares to the
dealer, as principal. The dealer may then resell such Common Shares to the public at varying prices to be determined by such dealer at
the time of resale.
The Fund may
engage in at-the-market offerings to or through a market maker or into an existing trading market, on an exchange or otherwise, in accordance
with Rule 415(a)(4) under the 1933 Act. An at-the-market offering may be through an underwriter or underwriters acting as principal or
agent for the Fund.
Agents, underwriters
and dealers may be entitled under agreements which they may enter into with the Fund to indemnification by the Fund against certain civil
liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for the
Fund in the ordinary course of business.
In order to
facilitate the Offering of Common Shares, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the
price of Common Shares or any other Common Shares the prices of which may be used to determine payments on the Common Shares. Specifically,
any underwriters may over-allot in connection with the Offering, creating a short position for their own accounts. In addition, to cover
over-allotments or to stabilize the price of Common Shares or of any such other Common Shares, the underwriters may bid for, and purchase,
Common Shares or any such other Common Shares in the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the
Offering if the syndicate repurchases previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the market price of Common Shares above independent market
levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.
The Fund may
enter into derivative transactions with third parties, or sell Common Shares not covered by this Prospectus to third parties in privately
negotiated transactions. If the applicable Prospectus Supplement indicates, in connection with those derivatives, the third parties may
sell Common Shares covered by this Prospectus and the applicable Prospectus Supplement or other offering materials, including in short
sale transactions. If so, the third parties may use Common Shares pledged by the Fund or borrowed from the Fund or others to settle those
sales or to close out any related open borrowings of securities, and may use Common Shares received from the Fund in settlement of those
derivatives to close out any related open borrowings of securities. The third parties in such sale transactions will be underwriters
and, if not identified in this Prospectus, will be identified in the applicable Prospectus Supplement or other offering materials (or
a post-effective amendment).
The Fund or
one of the Fund’s affiliates may loan or pledge Common Shares to a financial institution or other third party that in turn may
sell Common Shares using this Prospectus. Such financial institution or third party may transfer its short position to investors in Common
Shares or in connection with a simultaneous Offering of other Common Shares offered by this Prospectus or otherwise.
The maximum
amount of compensation to be received by any member of the Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial
gross proceeds from the sale of any security being sold with respect to each particular Offering of Common Shares made under a single
Prospectus Supplement.
Any underwriter,
agent or dealer utilized in the Offering of Common Shares will not confirm sales to accounts over which it exercises discretionary authority
without the prior specific written approval of its customer.
Eaton Vance Tax-Managed Buy-Write Income Fund | 42 | Prospectus dated [___], 2023 |
Distributions
Pursuant to
an exemptive order issued by the Securities and Exchange Commission (“Order”), the Fund is authorized to distribute long-term
capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved
a Managed Distribution Plan (“MDP”) pursuant to which the Fund makes monthly cash distributions to Common Shareholders, stated
in terms of a fixed amount per common share. Shareholders should not draw any conclusions about the Fund’s investment performance
from the amount of these distributions or from the terms of the MDP. The MDP is subject to regular periodic review by the Fund’s
Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this
time there are no reasonably foreseeable circumstances that might cause the termination of the MDP. The Fund may distribute more than
its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of
capital is treated as a non-dividend distribution for tax purposes, is not subject to current tax and reduces a shareholder’s tax
cost basis in fund shares. In addition, a return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to
shareholders and a press release containing information about the amount and sources of the distribution and other related information.
The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes.
The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each
calendar year.
Subject to
its MDP, the Fund makes monthly distributions to Common Shareholders sourced from the Fund’s cash available for distribution. “Cash
available for distribution” consists of the Fund’s dividends and interest income after payment of Fund expenses, net option
premiums and net realized and unrealized gains on stock investments. The Fund intends to distribute all or substantially all of its net
realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance
with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings
and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating
to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to
be from ordinary income. Distributions in any year may include a substantial return of capital component. The Fund’s distribution
rate may be adjusted from time-to-time. The Board may modify this distribution policy at any time without obtaining the approval of Common
Shareholders.
Common Shareholders
may elect automatically to reinvest some or all of their distributions in additional Common Shares under the Fund’s dividend reinvestment
plan. See “Dividend Reinvestment Plan.”
Federal
Income Tax Matters
The
Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under the Code.
Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and
to distribute substantially all of its net investment income and net capital gains, if any, (after reduction by any available capital
loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying
any U.S. federal income or excise tax. To the extent it qualifies for treatment as a RIC and satisfies the above-mentioned distribution
requirements, the Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends.
To qualify
as a RIC for U.S. federal income tax purposes, the Fund must derive at least 90% of its annual gross income from dividends, interest,
payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies,
or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business
of investing in stock, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership
(a partnership (a) the interests in which are traded on an established securities market or are readily tradable on a secondary market
or the substantial equivalent thereof and (b) that derives less than 90% of its income from the qualifying income described above). The
Fund must also distribute to its shareholders at least the sum of 90% of its investment company taxable income (as that term is defined
in the Code, but determined without regard to the deduction for dividends paid) and 90% of its net tax-exempt interest income for each
taxable year.
The Fund must
also satisfy certain requirements with respect to the diversification of its assets. The Fund must have, at the close of each quarter
of its taxable year, at least 50% of the value of its total assets represented by cash and cash items, U.S. government securities, securities
of other RICs, and other securities that, in respect of any one issuer, do not represent more than 5% of the value of the total assets
of the Fund or more than 10% of the outstanding voting securities of that issuer. In addition, at the close of each quarter of its taxable
year, not more than 25% of the value of the Fund’s assets may be invested, including through corporations in which the Fund owns
a 20% or more voting stock interest, in securities (other than U.S. government securities or the securities of other RICs) of any one
issuer, or of two or more
Eaton Vance Tax-Managed Buy-Write Income Fund | 43 | Prospectus dated [___], 2023 |
issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related
trades or businesses, or of one or more qualified publicly traded partnerships.
If
the Fund were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such
failure, including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the
Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC
for such year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits,
including distributions of net capital gain (if any), will be taxable to the shareholder as ordinary income. Such distributions may be
eligible to be treated as qualified dividend income with respect to shareholders who are individuals, and may be eligible for the dividends-received
deduction (“DRD”) in the case of shareholders taxed as corporations, provided, in both cases, the shareholder meets certain
holding period and other requirements in respect of the Fund’s shares. In order to requalify for taxation as a RIC, the Fund may
be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.
The
Fund may elect to retain its net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained.
The Fund is permitted to designate the retained amount as undistributed capital gain in a timely notice to Common Shareholders, who would
then, in turn, be (i) required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate
shares of such undistributed amount, and (ii) entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed
amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent
the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of Common
Shares owned by a Common Shareholder of the Fund would be increased by an amount equal to the difference between the amount of undistributed
capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder
under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance that the Fund will, make this
designation if it retains all or a portion of its net capital gain in a taxable year. Distributions of the Fund’s net capital gain
(“capital gain dividends”), if any, are taxable to Common Shareholders as long-term capital gain, regardless of their holding
period in the Common Shares. Distributions of investment income and gains from the sale of investments that the Fund owned for one year
or less will be taxable as ordinary income. The Fund’s distributions are taxable whether they are paid in cash or reinvested in additional
shares.
If, for any
calendar year, the Fund’s total distributions exceed the Fund’s current and accumulated earnings and profits, the excess
will be treated as a tax-free return of capital to each Common Shareholder (up to the amount of the Common Shareholder’s basis
in his or her Common Shares) and thereafter as gain from the sale of Common Shares. The amount treated as a tax-free return of capital
will reduce the Common Shareholder’s adjusted basis in his or her Common Shares, thereby increasing his or her potential gain or
reducing his or her potential loss on the subsequent sale or other taxable disposition of his or her Common Shares.
A corporation
that owns Fund shares generally will only be entitled to the DRD to the extent of the amount of eligible dividends received by the Fund
for the taxable year, and only if holding period and other requirements are met at the shareholder and Fund levels.
Certain of
the Fund’s investment practices are subject to special and complex federal income tax provisions that may, among other things,
(i) convert dividends that would otherwise constitute qualified dividend income into short-term capital gain or ordinary income taxed
at the higher rate applicable to ordinary income, (ii) treat dividends that would otherwise be eligible for the corporate DRD as
ineligible for such treatment, (iii) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (iv) convert
long-term capital gain into short-term capital gain or ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited), (vi) cause the Fund to recognize income or gain without a corresponding receipt of cash,
(vii) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (viii) adversely alter the characterization
of certain complex financial transactions, and (ix) produce income that will not constitute qualifying income for purposes of the 90%
annual gross income requirement described above.
The
tax treatment of certain positions entered into by the Fund (including regulated futures contracts, certain foreign currency positions
and certain listed non-equity options) will be governed by Section 1256 of the Code (“Section 1256 contracts”). Code Section
1256 generally requires any gain or loss arising from a Section 1256 contract to be treated as 60% long-term and 40% short-term capital
gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. In addition,
the Fund generally will be required to “mark to market” (i.e., treat as sold for fair market value) each Section 1256 contract
which it holds at the close of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed by the
Code). If a Section 1256 contract held by the Fund at the end of a taxable year is sold in the following year, the amount of any gain
or loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the “mark to market”
rules.
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The Code contains
special rules that apply to “straddles,” defined generally as the holding of “offsetting positions with respect to
personal property.” For example, the straddle rules normally apply when a taxpayer holds stock and an offsetting option with respect
to such stock or substantially identical stock or securities. In general, investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason of holding one or more other positions. Under certain circumstances,
the Fund may enter into options transactions or certain other investments that may constitute positions in a straddle. If two or more
positions constitute a straddle, recognition of a realized loss from one position must generally be deferred to the extent of unrecognized
gain in an offsetting position. In addition, long-term capital gain may be recharacterized as short-term capital gain, or short-term
capital loss as long-term capital loss. Interest and other carrying charges allocable to personal property that is part of a straddle
are not currently deductible but must instead be capitalized. Similarly, “wash sale” rules apply to prevent the recognition
of loss by the Fund from the disposition of stock or securities at a loss in a case in which identical or substantially identical stock
or securities (or an option to acquire such property) is or has been acquired within a prescribed period.
The Code allows
a taxpayer to elect to offset gains and losses from positions that are part of a “mixed straddle.” Generally a “mixed
straddle” is a straddle in which one or more but not all positions are Section 1256 contracts. The Fund may be eligible to elect
to establish one or more mixed straddle accounts for certain of its mixed straddle trading positions. The mixed straddle account rules
require a daily “marking to market” of all open positions in the account and a daily netting of gains and losses from all
positions in the account. At the end of a taxable year, the annual net gains or losses from the mixed straddle account are recognized
for tax purposes. The net capital gain or loss is treated as 60% long-term and 40% short-term capital gain or loss if attributable to
the Section 1256 contract positions, or all short-term capital gain or loss if attributable to the non-Section 1256 contract positions.
“Qualified
dividend income” received by an individual is generally taxed at the rates applicable to long-term capital gain. In order for a
dividend received by Fund shareholders to be qualified dividend income, the Fund must meet certain holding period and other requirements
with respect to the dividend-paying stock in its portfolio, and the shareholders must meet certain holding period and other requirements
with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder
level) (1) if the dividend is received with respect to stock held for fewer than 61 days during the 121-day period beginning at the date
which is 60 days before the date on which such share of stock becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under
an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar
or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation
on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the
benefits of a comprehensive income tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation
readily tradable on an established securities market in the U.S.) or (b) treated as a passive foreign investment company. Payments in
lieu of dividends, such as payments pursuant to securities lending arrangements, also do not qualify to be treated as qualified dividend
income. In general, distributions of investment income properly reported by the Fund as derived from qualified dividend income will be
treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other
requirements described above with respect to the Fund’s shares.
The Fund will
inform Common Shareholders of the source and tax status of all distributions promptly after the close of each calendar year.
Upon the sale
or other disposition of Common Shares of the Fund which a Common Shareholder holds as a capital asset, such shareholder will generally
recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the Common Shareholder’s
adjusted tax basis in the Common Shares sold. If the Common Shares are held as a capital asset, the gain or loss will be a capital gain
or loss. Any loss on a disposition of Common Shares held for six months or less will be treated as a long-term capital loss to the extent
of any capital gain dividends received (or deemed received) with respect to those Common Shares. For purposes of determining whether
Common Shares have been held for six months or less, the holding period is suspended for any periods during which the Common Shareholder’s
risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property, or through
certain options or short sales. Any loss realized on a sale or exchange of Common Shares will be disallowed to the extent those Common
Shares are replaced by other Common Shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition
of the Common Shares (whether through the reinvestment of distributions or otherwise). In that event, the basis of the replacement Common
Shares will be adjusted to reflect the disallowed loss.
Eaton Vance Tax-Managed Buy-Write Income Fund | 45 | Prospectus dated [___], 2023 |
The net investment
income of certain U.S. individuals, estates and trusts is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on
the lesser of the “net investment income” and the excess of modified adjusted gross income over $200,000 (or $250,000 if
married filing jointly). Net investment income includes, among other things, interest, dividends, gross income and capital gains derived
from passive activities and trading in securities or commodities. Net investment income is reduced by deductions “properly allocable”
to this income.
Investments
in foreign securities may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including,
in some cases, capital gains) which may decrease the yield on such securities. These taxes may be reduced or eliminated under the terms
of an applicable tax treaty. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes
paid by the Fund. In addition, investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition
of ordinary income and may affect the timing or amount of the Fund’s distributions.
An investor
should be aware that, if Common Shares are purchased shortly before the record date for any taxable distribution (including a capital
gain distribution), the purchase price likely will reflect the value of the distribution and the investor then would receive a taxable
distribution that is likely to reduce the trading value of such Common Shares, in effect resulting in a taxable return of some of the
purchase price.
Taxable distributions
to certain individuals and certain other non-corporate Common Shareholders, including those who have not provided their correct taxpayer
identification number and other required certifications, may be subject to “backup” federal income tax withholding. Backup
withholding is not an additional tax. Any amounts withheld may be credited against the Common Shareholder’s U.S. federal income
tax liability, provided the appropriate information is furnished to the Internal Revenue Service (the “IRS”).
An investor
should also be aware that the benefits of the reduced tax rate applicable to long-term capital gains and qualified dividend income may
be impacted by the application of the alternative minimum tax to individual shareholders.
Certain foreign
entities including foreign entities acting as intermediaries may be subject to a 30% withholding tax on ordinary dividend income paid
under the Foreign Account Tax Compliance Act (“FATCA”). To avoid withholding, foreign financial institutions subject to FATCA
must agree to disclose to the relevant revenue authorities certain information regarding their direct and indirect U.S. owners and other
foreign entities must certify certain information regarding their direct and indirect U.S. owners to the Fund. In addition, the IRS and
the Department of the Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the
gross proceeds of share redemptions or capital gain dividends the Fund pays. For more detailed information regarding FATCA withholding
and compliance, please refer to the SAI.
The foregoing
briefly summarizes some of the important U.S. federal income tax consequences to Common Shareholders of investing in Common Shares, reflects
the U.S. federal tax law as of the date of this Prospectus and does not address special tax rules applicable to certain types of investors,
such as corporate and foreign investors. Unless otherwise noted, this discussion assumes that an investor is a U.S. person and holds
Common Shares as a capital asset. This discussion is based upon current provisions of the Code, the regulations promulgated thereunder
and judicial and administrative ruling authorities, all of which are subject to change or differing interpretations by the courts or
the IRS retroactively or prospectively. Investors should consult their tax advisors regarding other federal, state, local and, where
applicable, foreign tax considerations that may be applicable in their particular circumstances, as well as any proposed tax law changes.
Dividend
Reinvestment Plan
The Fund offers
a dividend reinvestment plan (the “Plan”), pursuant to which a Common Shareholder may elect to have distributions automatically
reinvested in Common Shares of the Fund. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application
Form. If you do not participate, you will receive all Fund distributions in cash paid by check mailed directly to you by American Stock
Transfer & Trust Company, LLC (“AST” or “Plan Agent”), as dividend paying agent. On the distribution payment
date, if the net asset value per Common Share is equal to or less than the market price per Common Share plus estimated brokerage commissions,
then new Common Shares will be issued. The number of Common Shares shall be determined by the greater of the net asset value per Common
Share or 95% of the market price. Otherwise, Common Shares generally will be purchased on the open market by the Plan Agent. Distributions
subject to income tax (if any) are taxable whether or not shares are reinvested.
If your shares
are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf.
If the nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Fund’s
transfer agent, AST, or you will not be able to participate.
The Plan Agent’s
service fee for handling distributions will be paid by the Fund. Each participant will be charged their pro rata share of brokerage commissions
on all open-market purchases.
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Plan participants
may withdraw from the Plan at any time by writing to the Plan Agent at the address noted on page 49. If you withdraw, you will
receive shares in your name for all Common Shares credited to your account under the Plan. If a participant elects by written notice
to the Plan Agent to have the Plan Agent sell part or all of his or her Common Shares and remit the proceeds, the Plan Agent is authorized
to deduct a $5.00 fee plus brokerage commissions from the proceeds.
The Plan Agent
will reinvest all shares, including fractions, under the Plan. Upon any termination in the Plan for a participant, the Plan Agent
will issue a cash adjustment at the market value of shares at the time of termination for any fractional share held.
Any inquiries
regarding the Plan can be directed to the Plan Agent, AST, at 1-866-439-6787.
Description
of Capital Structure
The Fund is
an unincorporated business trust established under the laws of the Commonwealth of Massachusetts by an Agreement and Declaration of Trust
(the “Declaration of Trust”). The Declaration of Trust provides that the Board may authorize separate classes of shares of
beneficial interest. The Board has authorized an unlimited number of Common Shares. The Fund holds annual meetings of Common Shareholders
in compliance with the requirements of the NYSE.
COMMON
SHARES
The Declaration
of Trust permits the Fund to issue an unlimited number of full and fractional Common Shares. Each Common Share represents an equal proportionate
interest in the assets of the Fund with each other Common Share in the Fund. Common Shareholders are entitled to the payment of distributions
when, as, and if declared by the Board. The 1940 Act or the terms of any future borrowings or issuance of preferred shares may limit
the payment of distributions to the Common Shareholder. Each whole Common Share shall be entitled to one vote as to matters on which
it is entitled to vote pursuant to the terms of the Declaration of Trust on file with the SEC.
The Fund’s
By-Laws include provisions (the “Control Share Provisions”), pursuant to which a shareholder who obtains beneficial ownership
of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent
the authorization of such voting rights is approved by other shareholders of the Fund. The By-Laws define a “Control Share Acquisition,”
pursuant to various conditions and exceptions, to include an acquisition of Fund shares that would give the beneficial owner, upon the
acquisition of such shares, the ability to exercise voting power, but for the Control Share Provisions, in the election of Fund Trustees
in any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less
than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or more
of all voting power. Subject to various conditions and procedural requirements, including the delivery of a “Control Share Acquisition
Statement” to the Fund’s secretary setting forth certain required information, a shareholder who obtains beneficial ownership
of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and
certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of Fund
shareholders following the Control Share Acquisition. On January 26, 2023, the Fund’s Board of Trustees voted to exempt, on a going
forward basis, all prior and, until further notice, new acquisitions of Fund shares that otherwise might be deemed “Control Share
Acquisitions” under the Fund’s By-Laws from the Control Share Provisions of the Fund’s By-Laws.
The By-Laws
establish qualification criteria applicable to prospective Trustees and generally require that advance notice be given to the Fund in
the event a shareholder desires to nominate a person for election to the Board or to transact any other business at a meeting of shareholders.
Any notice by a shareholder must be accompanied by certain information as required by the By-Laws. No shareholder proposal will be considered
at any meeting of shareholders of the Fund if such proposal is submitted by a shareholder who does not satisfy all applicable requirements
set forth in the By-Laws.
In the event
of the liquidation of the Fund, after paying or adequately providing for the payment of all liabilities of the Fund and the liquidation
preference with respect to any outstanding preferred shares, and upon receipt of such releases, indemnities and refunding agreements
as they deem necessary for their protection, the Board may distribute the remaining assets of the Fund among the Common Shareholders.
The Declaration of Trust provides that Common Shareholders are not liable for any liabilities of the Fund and permits inclusion of a
clause to that effect in every agreement entered into by the Fund and, in coordination with the Fund’s By-Laws, indemnifies shareholders
against any such liability. Although shareholders of an unincorporated business trust established under Massachusetts law may, in certain
limited circumstances, be held personally liable for the obligations of the business trust as though they were general partners, the
provisions of the Fund’s Organizational Documents described in the foregoing sentence make the likelihood of such personal liability
remote.
Eaton Vance Tax-Managed Buy-Write Income Fund | 47 | Prospectus dated [___], 2023 |
The Fund has
no current intention to issue preferred shares or to borrow money. However, if at some future time there are any borrowings or preferred
shares outstanding, the Fund may not be permitted to declare any cash distribution on its Common Shares, unless at the time of such declaration,
(i) all accrued distributions on preferred shares or accrued interest on borrowings have been paid and (ii) the value of the Fund’s
total assets (determined after deducting the amount of such distribution), less all liabilities and indebtedness of the Fund not represented
by senior securities, is at least 300% of the aggregate amount of such securities representing indebtedness and at least 200% of the
aggregate amount of securities representing indebtedness plus the aggregate liquidation value of the outstanding preferred shares. In
addition to the requirements of the 1940 Act, the Fund may be required to comply with other asset coverage requirements as a condition
of the Fund obtaining a rating of preferred shares from a nationally recognized statistical rating agency (a “Rating Agency”).
These requirements may include an asset coverage test more stringent than under the 1940 Act. This limitation on the Fund’s ability
to make distributions on its Common Shares could in certain circumstances impair the ability of the Fund to maintain its qualification
for taxation as a regulated investment company for federal income tax purposes. If the Fund were in the future to issue preferred shares
or borrow money, it would intend, however, to the extent possible to purchase or redeem preferred shares or reduce borrowings from time
to time to maintain compliance with such asset coverage requirements and may pay special distributions to the holders of the preferred
shares in certain circumstances in connection with any potential impairment of the Fund’s status as a regulated investment company.
See “Federal Income Tax Matters.” Depending on the timing of any such redemption or repayment, the Fund may be required to
pay a premium in addition to the liquidation preference of the preferred shares to the holders thereof.
The Fund has
no present intention of offering additional Common Shares, except as described herein. Other offerings of its Common Shares, if made,
will require approval of the Board. Any additional offering will not be sold at a price per Common Share below the then current net asset
value (exclusive of underwriting discounts and commissions) except in connection with an offering to existing Common Shareholders or
with the consent of a majority of the outstanding Common Shares. The Common Shares have no preemptive rights.
The Fund generally
will not issue Common Share certificates. However, upon written request to the Fund’s transfer agent, a share certificate will
be issued for any or all of the full Common Shares credited to an investor’s account. Common Share certificates that have been
issued to an investor may be returned at any time.
REPURCHASE
OF COMMON SHARES AND OTHER DISCOUNT MEASURES
Because shares
of closed-end management investment companies frequently trade at a discount to their net asset values, the Board has determined that
from time-to-time it may be in the interest of Common Shareholders for the Fund to take corrective actions to reduce trading discounts
in the Common Shares. The Board, in consultation with Eaton Vance, will review at least annually the possibility of open market repurchases
and/or tender offers for the Common Shares and will consider such factors as the market price of the Common Shares, the net asset value
of the Common Shares, the liquidity of the assets of the Fund, the effect on the Fund’s expenses, whether such transactions would
impair the Fund’s status as a regulated investment company or result in a failure to comply with applicable asset coverage requirements,
general economic conditions and such other events or conditions that may have a material effect on the Fund’s ability to consummate
such transactions. There are no assurances that the Board will, in fact, decide to undertake either of these actions or, if undertaken,
that such actions will result in the Common Shares trading at a price equal to or approximating their net asset value. In recognition
of the possibility that the Common Shares might trade at a discount to net asset value and that any such discount may not be in the interest
of shareholders, the Board, in consultation with Eaton Vance, from time to time may review possible actions to reduce any such discount.
In August 2012,
the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase
program by the Board of Trustees in March 2019, the Fund is authorized to repurchase up to 10% of its common shares outstanding as of
the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase
program does not obligate the Fund to purchase a specific amount of shares. Results of the share repurchase program are disclosed in
the Fund’s annual and semiannual reports to shareholders.
PREFERRED
SHARES
The Fund has
no current intention of issuing any shares other than the Common Shares. However, the Declaration of Trust authorizes the issuance of
an unlimited number of shares of beneficial interest with preference rights (the “preferred shares”) in one or more series,
with rights as determined by the Board, by action of the Board without the approval of the Common Shareholders.
Under the requirements
of the 1940 Act, the Fund must, immediately after the issuance of any preferred shares, have an “asset coverage” of at least
200%. Asset coverage means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented
by senior securities (as defined in the 1940 Act), bears to the aggregate amount of senior securities representing indebtedness of the
Fund, if any, plus the aggregate liquidation preference of the preferred shares. If the Fund seeks a rating for preferred shares, asset
coverage requirements in addition to those set
Eaton Vance Tax-Managed Buy-Write Income Fund | 48 | Prospectus dated [___], 2023 |
forth in the 1940 Act may be imposed. The liquidation value of any preferred shares would
be expected to equal their aggregate original purchase price plus redemption premium, if any, together with any accrued and unpaid distributions
thereon (on a cumulative basis), whether or not earned or declared. The terms of any preferred shares, including their distribution rate,
voting rights, liquidation preference and redemption provisions, will be determined by the Board (subject to applicable law and the Fund’s
Declaration of Trust) if and when it authorizes preferred shares. The Fund may issue preferred shares that provide for the periodic redetermination
of the distribution rate at relatively short intervals through an auction or remarketing procedure, although the terms of such preferred
shares may also enable the Fund to lengthen such intervals. At times, the distribution rate on any preferred shares may exceed the Fund’s
return after expenses on the investment of proceeds from the preferred shares and the Fund’s leverage structure, resulting in a
lower rate of return to Common Shareholders than if the Fund were not so structured.
In the event
of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the terms of any preferred shares may entitle the
holders of preferred shares to receive a preferential liquidating distribution (expected to equal the original purchase price per share
plus redemption premium, if any, together with accrued and unpaid dividends, whether or not earned or declared and on a cumulative basis)
before any distribution of assets is made to Common Shareholders. After payment of the full amount of the liquidating distribution to
which they are entitled, the preferred shareholders would not be entitled to any further participation in any distribution of assets
by the Fund.
Holders of
preferred shares, voting as a class, would be entitled to elect two of the Fund’s Trustees if any preferred shares are issued.
The holders of both the Common Shares and the preferred shares (voting together as a single class with each share entitling its holder
to one vote) shall be entitled to elect the remaining Trustees of the Fund. Under the 1940 Act, if at any time dividends on the preferred
shares are unpaid in an amount equal to two full years’ dividends thereon, the holders of all outstanding preferred shares, voting
as a class, will be allowed to elect a majority of the Board until all distributions in arrears have been paid or declared and set apart
for payment. In addition, if required by a Rating Agency rating the preferred shares or if the Board determines it to be in the best
interests of the Common Shareholders, issuance of the preferred shares may result in more restrictive provisions than required under
the 1940 Act. In this regard, holders of preferred shares may be entitled to elect a majority of the Board in other circumstances, for
example, if one payment on the preferred shares is in arrears. The differing rights of the holders of preferred and Common Shares with
respect to the election of Trustees do not affect the obligation of all Trustees to take actions they believe to be consistent with the
best interests of the Fund. All such actions must be consistent with (i) the obligations of the Fund with respect to the holders of preferred
shares (which obligations arise primarily from the contractual terms of the preferred shares, as specified in the Fund’s Organizational
Documents) and (ii) the fiduciary duties owed to the Fund, which include the duties of loyalty and care.
In the event
of any future issuance of preferred shares, the Fund likely would seek a credit rating for such preferred shares from a Rating Agency.
In such event, as long as preferred shares are outstanding, the composition of its portfolio will reflect guidelines established by such
Rating Agency. Based on previous guidelines established by Rating Agencies for the securities of other issuers, the Fund anticipates
that the guidelines with respect to any preferred shares would establish a set of tests for portfolio composition and asset coverage
that supplement (and in some cases are more restrictive than) the applicable requirements under the 1940 Act. Although no assurance can
be given as to the nature or extent of the guidelines that may be imposed in connection with obtaining a rating of any preferred shares,
the Fund anticipates that such guidelines would include asset coverage requirements that are more restrictive than those under the 1940
Act, restrictions on certain portfolio investments and investment practices and certain mandatory redemption requirements relating to
any preferred shares. No assurance can be given that the guidelines actually imposed with respect to any preferred shares by a Rating
Agency would be more or less restrictive than those described in this Prospectus.
CREDIT
FACILITY/COMMERCIAL PAPER PROGRAM
The Fund has
no current intention to borrow money for the purpose of obtaining investment leverage. If, in the future, the Fund determines to engage
in investment leverage using borrowings, the Fund may enter into definitive agreements with respect to a credit facility/commercial paper
program or other borrowing program (“Program”), pursuant to which the Fund would expect to be entitled to borrow up to a
specified amount. Any such borrowings would constitute financial leverage. Borrowings under such a Program would not be expected to be
convertible into any other securities of the Fund. Outstanding amounts would be expected to be prepayable by the Fund prior to final
maturity without significant penalty, and no sinking fund or mandatory retirement provisions would be expected to apply. Outstanding
amounts would be payable at maturity or such earlier times as required by the agreement. The Fund may be required to prepay outstanding
amounts under the Program or incur a penalty rate of interest in the event of the occurrence of certain events of default. The Fund would
be expected to indemnify the lenders under the Program against liabilities they may incur in connection with the Program.
Eaton Vance Tax-Managed Buy-Write Income Fund | 49 | Prospectus dated [___], 2023 |
In addition,
the Fund expects that any such Program would contain covenants that, among other things, likely would limit the Fund’s ability
to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain
transactions, including mergers and consolidations, and may require asset coverage ratios in addition to those required by the 1940 Act.
The Fund may be required to pledge its assets and to maintain a portion of its assets in cash or high-grade securities as a reserve against
interest or principal payments and expenses. The Fund expects that any Program would have customary covenant, negative covenant and default
provisions. There can be no assurance that the Fund will enter into an agreement for a Program on terms and conditions representative
of the foregoing, or that additional material terms will not apply. In addition, if entered into, any such Program may in the future
be replaced or refinanced by one or more credit facilities having substantially different terms or by the issuance of preferred shares
or debt securities.
EFFECTS
OF POSSIBLE FUTURE LEVERAGE
As discussed
above, the Fund has no current intention to issue preferred shares or to borrow money for the purpose of obtaining investment leverage.
In the event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging
strategy would be successful during any period in which it is employed. Leverage creates risks for Common Shareholders, including the
likelihood of greater volatility of net asset value and market price of the Common Shares and the risk that fluctuations in distribution
rates on any preferred shares or fluctuations in borrowing costs may affect the return to Common Shareholders. To the extent that amounts
available for distribution derived from securities purchased with the proceeds of leverage exceed the cost of such leverage, the Fund’s
distributions would be greater than if leverage had not been used. Conversely, if the amounts available for distribution derived from
securities purchased with leverage proceeds are not sufficient to cover the cost of leverage, distributions to Common Shareholders would
be less than if leverage had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain
the Fund’s leveraged position if it deems such action to be appropriate. The costs of an offering of preferred shares and/or a
borrowing program would be borne by Common Shareholders and consequently would result in a reduction of the net asset value of Common
Shares. See “Risk Considerations -- Financial Leverage Risk.”
In addition,
the advisory fee paid to Eaton Vance is calculated on the basis of the Fund’s average daily gross assets, which includes any form
of investment leverage utilized by the Fund, including proceeds from the issuance of preferred shares and/or borrowings, so such fees
would be higher if leverage is utilized. In this regard, holders of preferred shares would not bear the investment advisory fee. Rather,
Common Shareholders would bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of the
preferred shares offering. See “Risk Considerations -- Financial Leverage Risk.”
CERTAIN
PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS
Summary
of Anti-Takeover Provisions in the Organizational Documents
Pursuant to
the Organizational Documents, the Board is divided into three classes, with the term of one class expiring at each annual meeting of
holders of Common Shares and preferred shares. At each annual meeting, one class of Trustees is elected to a three-year term. This provision
could delay the replacement of a majority of the Board, thereby increasing stability of the composition of the Board. In addition, in
the event a Trustee is not elected at an annual meeting at which such Trustee’s term expires, and a nominee presented to shareholders
as such Trustee’s successor is also not elected, then the incumbent Trustee shall remain a member of the relevant class of Trustees
and hold office until the expiration of the term applicable to Trustees in that class. In a contested Trustee election, a nominee must
receive the affirmative vote of a majority of the shares outstanding and entitled to vote in order to be elected. A Trustee may be removed
from office only for cause by a written instrument signed by the remaining Trustees or by a vote of the holders of at least two-thirds
of the class of shares of the Fund that elects such Trustee and are entitled to vote on the matter. These provisions similarly could
delay the replacement of Trustees, which similarly increases stability of the composition of the Board.
The Organizational
Documents establish supermajority voting requirements with respect to certain other matters. The Declaration of Trust requires the favorable
vote of the holders of at least 75% of the outstanding shares of each class of the Fund, voting as a class, then entitled to vote to
approve, adopt or authorize certain transactions with 5%-or-greater holders (“Principal Shareholders”) of a class of shares
and their associates, unless the Board shall by resolution have approved a memorandum of understanding with such holders, in which case
normal voting requirements would be in effect. For purposes of these provisions, a Principal Shareholder refers to any person who, whether
directly or indirectly and whether alone or together with its affiliates and associates, beneficially owns 5% or more of the outstanding
shares of any class of beneficial interest of the Fund. The transactions subject to these special approval requirements are: (i) the
merger or consolidation of the Fund or any subsidiary of the Fund with or into any Principal Shareholder; (ii) the issuance of any securities
of the Fund to any Principal Shareholder for cash; (iii) the sale, lease or exchange of all or any substantial part of the assets of
the Fund to any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the
purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period);
or (iv) the sale, lease or exchange to or with the Fund or
Eaton Vance Tax-Managed Buy-Write Income Fund | 50 | Prospectus dated [___], 2023 |
any subsidiary thereof, in exchange for securities of the Fund, of any assets
of any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purposes
of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period). For information
on the Control Share Provisions and the qualification criteria applicable to prospective Trustees in the Fund’s By-Laws, see “Description
of Capital Structure – Common Shares.”
The Board believes
that these provisions are in the best interests of the Fund and its shareholders. These provisions may provide some protection to the
Fund against insurgent campaigns from “activist” investors that may, under some circumstances, impede the Fund’s ability
to achieve its investment objective and may otherwise threaten to harm the long-term interests of the Fund and its other shareholders.
These provisions promote continuity and stability and enhance the Fund’s ability to pursue the Fund’s investment strategies
that are consistent with its stated investment objective and investment policies. Because these provisions may discourage third parties
from seeking to obtain control of the Fund or from seeking to effect a tender offer or similar transaction, they may reduce opportunities
for Common Shareholders to sell their Common Shares at a short-term premium over the then-current market price, However, they allow the
Board to balance the interests of the entire shareholder base in evaluating these and other types of transactions rather than prioritizing
the interests of certain shareholders.
The voting
thresholds described above and below under “Conversion to Open-End Fund” are higher than those (if any) established under
Massachusetts or federal law. The Board has determined that these voting requirements are in the best interest of holders of Common Shares
and preferred shares generally. Reference is made to the Organizational Documents on file with the SEC for the full text of these provisions.
CONVERSION
TO OPEN-END FUND
The Fund may
be converted to an open-end management investment company at any time if approved by the lesser of (i) two-thirds or more of the Fund’s
then outstanding Common Shares and preferred shares (if any), each voting separately as a class, or (ii) more than 50% of the then outstanding
Common Shares and preferred shares (if any), voting separately as a class if such conversion is recommended by at least 75% of the Trustees
then in office. If approved in the foregoing manner, conversion of the Fund could not occur until 90 days after the shareholders’
meeting at which such conversion was approved and would also require at least 30 days’ prior notice to all shareholders. Conversion
of the Fund to an open-end management investment company also would require the redemption of any outstanding preferred shares and could
require the repayment of borrowings, which would eliminate any future leveraged capital structure of the Fund with respect to the Common
Shares. In the event of conversion, the Common Shares would cease to be listed on the NYSE or other national securities exchange or market
system.
The Board
believes that the closed-end structure is desirable, given the Fund’s investment objectives and policies. Investors should assume,
therefore, that it is unlikely that the Board would vote to convert the Fund to an open-end management investment company. Shareholders
of an open-end management investment company may require the company to redeem their shares at any time (except in certain circumstances
as authorized by or under the 1940 Act) at their net asset value, less such redemption charge, if any, as might be in effect at the time
of a redemption. If the Fund were to convert to an open-end investment company, the Fund expects it would pay all such redemption requests
in cash, but would likely reserve the right to pay redemption requests in a combination of cash or securities. If such partial payment
in securities were made, investors may incur brokerage costs in converting such securities to cash. If the Fund were converted to an
open-end fund, it is likely that new Common Shares would be sold at net asset value plus a sales load.
Custodian
and Transfer Agent
State Street
Bank and Trust Company (“State Street”), State Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian
of the Fund and will maintain custody of the securities and cash of the Fund. State Street maintains the Fund’s general ledger
and computes net asset value per share at least weekly. State Street also attends to details in connection with the sale, exchange, substitution,
transfer and other dealings with the Fund’s investments, and receives and disburses all funds. State Street also assists in preparation
of shareholder reports and the electronic filing of such reports with the SEC.
American Stock
Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219 is the transfer agent and dividend disbursing agent
of the Fund.
Legal
Matters
Certain legal
matters in connection with the Common Shares will be passed upon for the Fund by internal counsel for Eaton Vance.
Eaton Vance Tax-Managed Buy-Write Income Fund | 51 | Prospectus dated [___], 2023 |
Reports
to Shareholders
The Fund will
send to Common Shareholders unaudited semi-annual and audited annual reports, including a list of investments held.
Independent
Registered Public Accounting Firm
Deloitte
& Touche LLP, 200 Berkeley Street, Boston, MA 02116, independent
registered public accounting firm, audits the Fund’s financial statements. Deloitte and/or its affiliates provide other
audit, tax and related services to the Fund.
Potential
Conflicts of Interest
As
a diversified global financial services firm, Morgan Stanley, the parent company of the investment adviser and sub-adviser, engages in
a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking,
sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign
exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service
investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests
of its clients may conflict with the interests of a Fund or Portfolio, as applicable (collectively, for purposes of this section, “Fund”
or “Funds”). Morgan Stanley advises clients and sponsors, manages or advises other investment funds and investment programs,
accounts and businesses (collectively, together with any new or successor funds, programs, accounts or businesses, the “Affiliated
Investment Accounts’’) with a wide variety of investment objectives that in some instances may overlap or conflict with a
Fund’s investment objectives and present conflicts of interest. In addition, Morgan Stanley may also from time to time create new
or successor Affiliated Investment Accounts that may compete with a Fund and present similar conflicts of interest. The discussion below
enumerates certain actual, apparent and potential conflicts of interest. There is no assurance that conflicts of interest will be resolved
in favor of Fund shareholders and, in fact, they may not be. Conflicts of interest not described below may also exist.
For
more information about conflicts of interest, see the section entitled “Potential Conflicts of Interest” in the SAI.
Material
Non-public Information. It is expected that confidential or material non-public information regarding an investment or potential
investment opportunity may become available to the investment adviser. If such information becomes available, the investment adviser
may be precluded (including by applicable law or internal policies or procedures) from pursuing an investment or disposition opportunity
with respect to such investment or investment opportunity. Morgan Stanley has established certain information barriers and other policies
to address the sharing of information between different businesses within Morgan Stanley. In limited circumstances, however, including
for purposes of managing business and reputational risk, and subject to policies and procedures and any applicable regulations, Morgan
Stanley personnel, including personnel of the investment adviser, on one side of an information barrier may have access to information
and personnel on the other side of the information barrier through “wall crossings.” The investment adviser faces conflicts
of interest in determining whether to engage in such wall crossings. Information obtained in connection with such wall crossings may
limit or restrict the ability of the investment adviser to engage in or otherwise effect transactions on behalf of the Fund(s) (including
purchasing or selling securities that the investment adviser may otherwise have purchased or sold for a Fund in the absence of a wall
crossing).
Investments
by Morgan Stanley and its Affiliated Investment Accounts. In serving in multiple capacities to Affiliated Investment Accounts, Morgan
Stanley, including the investment adviser, sub-adviser and its investment teams, may have obligations to other clients or investors
in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of a Fund or its shareholders. A Fund’s
investment objectives may overlap with the investment objectives of certain Affiliated Investment Accounts. As a result, the members
of an investment team may face conflicts in the allocation of investment opportunities among a Fund and other investment funds, programs,
accounts and businesses advised by or affiliated with the investment adviser or sub-adviser. Certain Affiliated Investment Accounts
may provide for higher management or incentive fees or greater expense reimbursements or overhead allocations, all of which may contribute
to this conflict of interest and create an incentive for the investment adviser to favor such other accounts. To seek to reduce potential
conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the investment adviser
has implemented allocation policies and procedures. These policies and procedures are intended to give all clients of the investment
adviser, including the Fund(s), fair access to investment opportunities consistent with the requirements of organizational documents,
investment strategies, applicable laws and regulations, and the fiduciary duties of the investment adviser.
Eaton Vance Tax-Managed Buy-Write Income Fund | 52 | Prospectus dated [___], 2023 |
Investments
by Separate Investment Departments. The entities and individuals that provide investment-related services for the Fund and certain
other Eaton Vance Investment Accounts (the “Eaton Vance Investment Department”) may be different from the entities and individuals
that provide investment-related services to MS Investment Accounts (the “MS Investment Department” and, together with the
Eaton Vance Investment Department, the “Investment Departments”). Although Morgan Stanley has implemented information barriers
between the Investment Departments in accordance with internal policies and procedures, each Investment Department may engage in discussions
and share information and resources with the other Investment Department on certain investment-related matters. A MS Investment Account
could trade in advance of a Fund (and vice versa), might complete trades more quickly and efficiently than a Fund, and/or achieve different
execution than a Fund on the same or similar investments made contemporaneously, even when the Investment Departments shared research
and viewpoints that led to that investment decision. Any sharing of information or resources between the Investment Department servicing
the Fund and the MS Investment Department may result, from time to time, in a Fund simultaneously or contemporaneously seeking to engage
in the same or similar transactions as an account serviced by the other Investment Department and for which there are limited buyers
or sellers on specific securities, which could result in less favorable execution for the Fund than such account.
Payments
to Broker-Dealers and Other Financial Intermediaries. The investment adviser and/or Eaton Vance Distributors, Inc. (“EVD”)
may pay compensation, out of their own funds and not as an expense of a Fund, to certain financial intermediaries (which may include
affiliates of the investment adviser and EVD), including recordkeepers and administrators of various deferred compensation plans, in
connection with the sale, distribution, marketing and retention of shares of the Fund and/or shareholder servicing. The prospect of receiving,
or the receipt of, additional compensation, as described above, by financial intermediaries may provide such financial intermediaries
and their financial advisors and other salespersons with an incentive to favor sales of shares of a Fund over other investment options
with respect to which these financial intermediaries do not receive additional compensation (or receive lower levels of additional compensation).
These payment arrangements, however, will not change the price that an investor pays for shares of a Fund or the amount that the Fund
receives to invest on behalf of an investor. Investors may wish to take such payment arrangements into account when considering and evaluating
any recommendations relating to Fund shares and should review carefully any disclosures provided by financial intermediaries as to their
compensation. In addition, in certain circumstances, the investment adviser may restrict, limit or reduce the amount of a Fund’s
investment, or restrict the type of governance or voting rights it acquires or exercises, where the Fund (potentially together with Morgan
Stanley) exceeds a certain ownership interest, or possesses certain degrees of voting or control or has other interests.
Morgan Stanley
Trading and Principal Investing Activities. Notwithstanding anything to the contrary herein, Morgan Stanley will generally conduct
its sales and trading businesses, publish research and analysis, and render investment advice without regard for a Fund’s holdings,
although these activities could have an adverse impact on the value of one or more of the Fund’s investments, or could cause Morgan
Stanley to have an interest in one or more portfolio investments that is different from, and potentially adverse to, that of a Fund.
Morgan Stanley’s
Investment Banking and Other Commercial Activities. Morgan Stanley advises clients on a variety of mergers, acquisitions, restructuring,
bankruptcy and financing transactions. Morgan Stanley may act as an advisor to clients, including other investment funds that may compete
with a Fund and with respect to investments that a Fund may hold. Morgan Stanley may give advice and take action with respect to any
of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature
than the action taken, by a Fund. Morgan Stanley may give advice and provide recommendations to persons competing with a Fund and/or
any of a Fund’s investments that are contrary to the Fund’s best interests and/or the best interests of any of its investments.
Morgan Stanley’s activities on behalf of its clients (such as engagements as an underwriter or placement agent) may restrict or
otherwise limit investment opportunities that may otherwise be available to a Fund.
Morgan Stanley
may be engaged to act as a financial advisor to a company in connection with the sale of such company, or subsidiaries or divisions thereof,
may represent potential buyers of businesses through its mergers and acquisition activities and may provide lending and other related
financing services in connection with such transactions. Morgan Stanley’s compensation for such activities is usually based upon
realized consideration and is usually contingent, in substantial part, upon the closing of the transaction. Under these circumstances,
a Fund may be precluded from participating in a transaction with or relating to the company being sold or participating in any financing
activity related to the merger or acquisition.
General
Process for Potential Conflicts. All of the transactions described above involve the potential for conflicts of interest between
the investment adviser, related persons of the investment adviser and/or their clients. The Investment Advisers Act of 1940, as amended
(the “Advisers Act”), the 1940 Act and ERISA impose certain requirements designed to decrease the possibility of conflicts
of interest between an investment adviser and its clients. In some cases, transactions may be permitted subject to fulfillment of certain
conditions. Certain other transactions may be prohibited. In addition, the investment adviser has instituted policies and procedures
designed to prevent conflicts of interest from arising and, when they do arise, to ensure that it effects transactions for clients in
a manner that is consistent with its fiduciary duty to its
Eaton Vance Tax-Managed Buy-Write Income Fund | 53 | Prospectus dated [___], 2023 |
clients and in accordance with applicable law. The investment adviser seeks
to ensure that potential or actual conflicts of interest are appropriately resolved taking into consideration the overriding best interests
of the client.
Additional
Information
The
Prospectus and the SAI do not contain all of the information set forth in the Registration Statement that the Fund has filed with the
SEC. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations.
The SAI can be obtained without charge by calling 1-800-262-1122.
Statements
contained in this Prospectus as to the contents of any contract or other documents referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of
which this Prospectus forms a part, each such statement being qualified in all respects by such reference.
As permitted
by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder
reports are no longer being sent by mail unless you specifically request paper copies of the reports. Instead, the reports are being
made available on the Fund’s website (funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php), and you will be notified
by mail each time a report is posted and provided with a website address to access the report. If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. If you hold shares at the Fund’s
transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you may elect to receive shareholder reports and
other communications from the Fund electronically by contacting AST. If you own your shares through a financial intermediary (such as
a broker-dealer or bank), you must contact your financial intermediary to sign up. You may elect to receive all future Fund shareholder
reports in paper free of charge. If you hold shares at AST, you can inform AST that you wish to continue receiving paper copies of your
shareholder reports by calling 1-866-439-6787. If you own these shares through a financial intermediary, you must contact your financial
intermediary or follow instructions included with this disclosure, if applicable, to elect to continue to receive paper copies of your
shareholder reports. Your election to receive reports in paper will apply to all funds held with AST or to all funds held through your
financial intermediary, as applicable.
Incorporation
by Reference
This Prospectus
is part of a registration statement filed with the SEC. The Fund is permitted to “incorporate by reference” the information
filed with the SEC, which means that the Fund can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and later information that the Fund files with the SEC will automatically
update and supersede this information.
The documents
listed below, and any reports and other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the Offering will be incorporated by reference into this Prospectus
and deemed to be part of this Prospectus from the date of the filing of such reports and documents:
| ● | The
Fund’s SAI, dated [__], 2023, filed with this Prospectus; |
| ● | The
Fund’s annual report
on Form N-CSR for the fiscal year ended December 31, 2022
filed with the SEC on February 27, 2023; and |
| ● | The
description of the Fund’s Common Shares contained in its Registration Statement on
Form 8-A filed with the SEC on March 9, 2005, including any amendment or report filed for
the purpose of updating such description prior to the termination of the offering registered
hereby. |
The Fund will
provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request,
a copy of any and all of the documents that have been or may be incorporated by reference in this the Prospectus or the accompanying
prospectus supplement. You should direct requests for documents by calling (800) 262-1122.
The Fund makes
available this Prospectus, SAI and the Fund’s annual and semi-annual reports, free of charge, at http://www.eatonvance.com. You
may also obtain this Prospectus, the SAI, other documents incorporated by reference and other information the Fund files electronically,
including reports and proxy statements, on the SEC website (http://www.sec.gov) or with the payment of a duplication fee, by electronic
request at publicinfo@sec.gov. Information contained in, or that can be accessed through, the Fund’s website is not part of this
Prospectus or the accompanying prospectus supplement.
Eaton Vance Tax-Managed Buy-Write Income Fund | 54 | Prospectus dated [___], 2023 |
The
Funds Privacy Notice |
April 2021 |
FACTS |
WHAT
DOES EATON VANCE DO WITH YOUR PERSONAL INFORMATION |
Why? |
Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing.
Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully
to understand what we do. |
What? |
The types
of personal information we collect and share depend on the product or service you have with us. This information can include:
•
Social Security number and income
•
investment experience and risk tolerance
•
checking account number and wire transfer instructions |
How? |
All
financial companies need to share customers’ personal information to run their everyday business. In the section below, we
list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share;
and whether you can limit this sharing. |
Reasons
we can share
your personal
information |
Does
Eaton Vance
share? |
Can
you limit this
sharing? |
For
our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders
and legal investigations, or report to credit bureaus |
Yes |
No |
For
our marketing purposes — to offer our products and services to you |
Yes |
No |
For
joint marketing with other financial companies |
No |
We
don’t share |
For
our investment management affiliates’ everyday business purposes — information about your transactions, experiences,
and creditworthiness |
Yes |
Yes |
For
our affiliates’ everyday business purposes — information about your transactions and experiences |
Yes |
No |
For
our affiliates’ everyday business purposes — information about your creditworthiness |
No |
We
don’t share |
For
our investment management affiliates to market to you |
Yes |
Yes |
For
our affiliates to market to you |
No |
We
don’t share |
For
nonaffiliates to market to you |
No |
We
don’t share |
To
limit our sharing |
Call toll-free
1-800-262-1122 or email: EVPrivacy@eatonvance.com
Please
note:
If you
are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer,
we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. |
Questions? |
Call
toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com |
Eaton Vance Tax-Managed Buy-Write Income Fund | 55 | Prospectus dated [___], 2023 |
Who
we are |
Who
is providing this notice? |
Eaton
Vance Management, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton
Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group,
Boston Management and Research, Calvert Research and Management, Eaton Vance and Calvert Fund Families and our investment advisory
affiliates (“Eaton Vance”) (see Investment Management Affiliates definition below) |
What
we do |
How
does Eaton Vance protect my personal information? |
To
protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These
measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer
information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect
to such information. |
How
does Eaton Vance collect my personal information? |
We collect
your personal information, for example, when you
•
open an account or make deposits or withdrawals from your account
•
buy securities from us or make a wire transfer
•
give us your contact information
We also
collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why
can’t I limit all sharing? |
Federal
law gives you the right to limit only
•
sharing for affiliates’ everyday business purposes — information about your creditworthiness
•
affiliates from using your information to market to you
•
sharing for nonaffiliates to market to you
State laws
and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. |
Definitions |
Investment
Management Affiliates |
Eaton
Vance Investment Management Affiliates include registered investment advisers, registered broker- dealers, and registered and unregistered
funds. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan
Stanley Smith Barney LLC and Morgan Stanley & Co. |
Affiliates |
Companies
related by common ownership or control. They can be financial and nonfinancial companies.
•
Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and
Morgan Stanley & Co. |
Nonaffiliates |
Companies
not related by common ownership or control. They can be financial and nonfinancial companies.
•
Eaton Vance does not share with nonaffiliates so they can market to you. |
Joint
marketing |
A formal
agreement between nonaffiliated financial companies that together market financial products or services to you.
•
Eaton Vance doesn’t jointly market. |
Other
important information |
Vermont:
Except as permitted by law, we will not share personal information we collect about Vermont residents with Nonaffiliates unless you
provide us with your written consent to share such information.
California:
Except as permitted by law, we will not share personal information we collect about California residents with Nonaffiliates and we
will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 56 | Prospectus dated [___], 2023 |
Table
of Contents for the Statement of Additional Information
Eaton Vance Tax-Managed Buy-Write Income Fund | 57 | Prospectus dated [___], 2023 |
Up
to 2,642,775 Shares
Eaton
Vance Tax-Managed Buy-Write Income Fund
Common
Shares
Prospectus
[___], 2023
Printed on
recycled paper.
Eaton Vance Tax-Managed Buy-Write Income Fund | 58 | Prospectus dated [___], 2023 |
SUBJECT
TO COMPLETION |
|
April
28, 2023 |
|
STATEMENT
OF ADDITIONAL
INFORMATION
[___], 2023 |
EATON
VANCE TAX-MANAGED BUY-WRITE INCOME FUND
Two
International Place
Boston,
Massachusetts 02110
1-800-262-1122
Table
of Contents
THE
INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION (“SAI”) IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY
NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS SAI, WHICH IS NOT A
PROSPECTUS, IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
THIS
STATEMENT OF ADDITIONAL INFORMATION (“SAI”) IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS
ONLY IF PRECEDED OR ACCOMPANIED BY THE PROSPECTUS OF EATON VANCE TAX-MANAGED BUY-WRITE INCOME FUND (THE “FUND”) DATED [___],
2023 (THE “PROSPECTUS”), AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS SAI SHOULD BE
READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING YOUR FINANCIAL INTERMEDIARY OR
CALLING THE FUND AT 1-800-262-1122.
Capitalized
terms used in this SAI and not otherwise defined have the meanings given them in the Fund’s Prospectus and any related Prospectus
Supplements.
ADDITIONAL
INVESTMENT INFORMATION AND RESTRICTIONS
Primary investment
strategies are described in the Prospectus. The following is a description of the various investment policies that may be engaged in,
whether as a primary or secondary strategy, and a summary of certain attendant risks.
Equity Investments.
As described in the Prospectus, the Fund invests primarily in common stocks.
Preferred
Stocks. The Fund may invest in preferred stocks of both domestic and foreign issuers. Under normal market conditions, the Fund expects,
with respect to that portion of its total assets invested in preferred stocks, to invest only in preferred stocks of investment grade
quality as determined by S&P, Fitch or Moody’s or, if unrated, determined to be of comparable quality by Eaton Vance. The foregoing
credit quality policies apply only at the time a security is purchased, and the Fund is not required to dispose of a security in the
event of a downgrade of an assessment of credit quality or the withdrawal of a rating.
Preferred stock
represents an equity interest in a corporation, company or trust that has a higher claim on the assets and earnings than common stock.
Preferred stock usually has limited voting rights. Preferred stock involves credit risk, which is the risk that a preferred stock will
decline in price, or fail to pay dividends when expected, because the issuer experiences a decline in its financial status. A company’s
preferred stock generally pays dividends after the company makes the required payments to holders of its bonds and other debt instruments
but before dividend payments are made to common stockholders. However, preferred stock may not pay scheduled dividends or dividend payments
may be in arrears. The value of preferred stock may react more strongly than bonds and other debt instruments to actual or perceived
changes in the company’s financial condition or prospects. Certain preferred stocks may be convertible to common stock. Preferred
stock may be subject to redemption at the option of the issuer at a predetermined price. Because they may make regular income payments,
preferred stocks may be considered fixed-income securities for purposes of a Fund’s investment restrictions. In addition to credit
risk, investment in preferred stocks involves certain other risks as more fully described in the Prospectus.
Derivative
Instruments. Generally, derivatives can be characterized as financial instruments whose
performance is derived at least in part from the performance of an underlying reference instrument. Derivative instruments may be acquired
in the United States or abroad and include the various types of exchange-traded and over-the-counter (“OTC”) instruments described
herein and other instruments with substantially similar characteristics and risks. Depending on the type of derivative instrument and
the Fund’s investment strategy, a derivative instrument may be based on a security, instrument, index, currency, commodity, economic indicator
or event (referred to as “reference instruments”).
Derivative instruments are subject to a number of risks, including adverse
or unexpected movements in the price of the reference instrument, and counterparty, credit, interest rate, leverage, liquidity, market
and tax risks. Use of derivative instruments may cause the realization of higher amounts of short-term capital gains (generally taxed
at ordinary income tax rates) than if such instruments had not been used. Success in using derivative instruments to hedge portfolio assets
depends on the degree of price correlation between the derivative instruments and the hedged asset. Derivatives also involve the risk
that changes in their value may not correlate perfectly with the assets, rates or indices they are designed to hedge or closely track.
Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative
instrument, the reference instrument and the Fund’s assets. To the extent that a derivative instrument is intended to hedge against an
event that does not occur, the Fund may realize losses.
OTC derivative instruments involve an additional risk in that the issuer
or counterparty may fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become
illiquid under adverse market conditions. In addition, during periods of market volatility, an option or commodity exchange or swap execution
facility or clearinghouse may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily
illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract
or futures option can vary from the previous day’s settlement price. Once the daily limit is reached, no trades may be made that day at
a price beyond the limit. This may prevent the closing out of positions to limit losses. The ability to terminate OTC derivative instruments
may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only source of price
quotations may be the selling dealer or counterparty. In addition, certain provisions of the Code limit the use of derivative instruments.
Derivatives permit the Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio
by making investments in specific securities. There can be no assurance that the use of derivative instruments will benefit the Fund.
The regulation of derivatives has undergone substantial change in recent
years. In particular, although many provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) have yet to be fully implemented or are subject to phase-in periods, it is possible that upon implementation these provisions,
or any future regulatory or legislative activity, could limit or restrict the ability of a Fund to use derivative instruments, including
futures, options on futures and swap agreements as a part of its investment strategy, increase the costs of using these instruments or
make them less effective. The CFTC and various exchanges have imposed (and continue to evaluate and monitor) limits on the number of speculative
positions that any person, or group of persons acting in concert, may hold or control in certain futures and options on futures contracts.
Additionally, starting January 1, 2023, federal position limits will apply to swaps that are economically equivalent to futures contracts
that are subject to CFTC set speculative limits. All positions owned or controlled by the same person or entity, even if in different
accounts, must be aggregated for purposes of determining whether the applicable position limits have been exceeded, unless an exemption
applies. Thus, even if the Fund does not intend to exceed applicable position limits, it is possible that positions of different clients
managed by the investment adviser and its affiliates may be aggregated for this purpose. It is possible that the trading decisions of
the investment adviser may have to be modified and that positions held by the Fund may have to be liquidated in order to avoid exceeding
such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the profitability
of the Fund. A violation of position limits could also lead to regulatory action materially adverse to the Fund’s investment strategy.
The SEC adopted Rule 18f-4 under the 1940 Act, which applies to the Fund’s
use of derivative investments and certain financing transactions. Among other things, Rule 18f-4 requires certain funds that invest in
derivative instruments beyond a specified limited amount (generally greater than 10% of a Fund’s net assets) to apply a value-at-risk
based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management
program. To the extent a Fund uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited
amount (up to 10% of a Fund’s net assets), it will not be subject to the full requirements of Rule 18f-4. In addition, to the extent that
the Fund enters into reverse repurchase agreements or similar financing transactions, the Fund may elect to either treat all of its reverse
repurchase agreements or similar financing transactions as derivatives transactions for purposes of Rule 18f-4 or comply (with respect
to reverse repurchase agreements or similar financing transactions) with the asset coverage requirements under Section 18 of the 1940
Act. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions also could prevent the
Fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change the availability
of certain investments.
Eaton Vance Tax-Managed Buy-Write Income Fund | 2 | SAI dated April 22, 2022 |
Legislation may be enacted that could negatively affect the assets of the
Fund. Legislation or regulation may also change the way in which the Fund itself is regulated. The effects of any new governmental regulation
cannot be predicted and there can be no assurance that any new governmental regulation will not adversely affect the Fund’s performance
or ability to achieve its investment objective(s).
In addition
to writing index call options, the risks of which are described in the Prospectus, the Fund may invest up to 20% of its total assets
in other derivative instruments acquired for hedging, risk management and investment purposes (to gain exposure to securities, securities
markets, markets indices and/or currencies consistent with the Fund’s investment objectives and policies), provided that no more
than 10% of the Fund’s total assets may be invested in such derivative instruments acquired for non-hedging purposes. In the course
of pursuing these investment strategies, the Fund may: purchase and sell exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other instruments; purchase and sell futures contracts and options thereon; and enter
into various transactions such as swaps, caps, floors or collars. In addition, derivatives may include new techniques, instruments or
strategies that are permitted as regulatory changes occur. Foreign exchange traded futures contracts and options thereon may be used
only if the Adviser determines that trading on such foreign exchange does not entail risks, including credit and liquidity risks, that
are materially greater than the risks associated with trading on CFTC-regulated exchanges.
Options.
An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case
of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value
of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the
obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay
the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option
on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified
multiplier for the index option. Options may be “covered,” meaning that the party required to deliver the reference instrument
if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument).
Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices
and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties’
obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible
terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to counterparty
risk. The ability of the Fund to transact business with any one or any number of counterparties, the lack of any independent evaluation
of the counterparties or their financial capabilities, and the absence of a regulated market to facilitate settlement, may increase the
potential for losses to the Fund. OTC options also involve greater liquidity risk. This risk may be increased in times of financial stress,
if the trading market for OTC derivative contracts becomes limited. Derivatives on economic indicators generally are offered in an auction
format and are booked and settled as OTC options. Options on futures contracts are discussed herein under “Futures and Options
Thereon.”
If a written
option expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If a purchased
option expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration,
an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, reference
instrument, exercise price, and expiration). A capital gain will be realized from a closing purchase transaction if the cost of the closing
option is less than the premium received from writing the option, or, if it is more, a capital loss will be realized. If the premium
received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or,
if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include
supply and demand, the current market price of the reference instrument in relation to the exercise price of the option, the volatility
of the reference instrument, and the time remaining until the expiration date. There can be no assurance that a closing purchase or sale
transaction can be consummated when desired.
Straddles are
a combination of a call and a put written on the same reference instrument. A straddle is deemed to be covered when sufficient assets
are deposited to meet the Fund’s immediate obligations. The same liquid assets may be used to cover both the call and put options
where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. The Fund
may also buy and write call options on the same reference instrument to cover its obligations. Because such combined options positions
involve multiple trades, they result in higher transaction costs and may be more difficult to open or close. In an equity collar, the
Fund simultaneously writes a call option and purchases a put option on the same instrument.
To the extent
that the Fund writes a call option on an instrument it holds and intends to use such instrument as the sole means of “covering”
its obligation under the call option, the Fund has, in return for the premium on the option, given up the opportunity to profit from
a price increase in the instrument above the exercise price during the option period, but, as long as its obligation under such call
option continues, has retained the risk of loss should the value of the reference instrument decline. If the Fund were unable to close
out such a call option, it would not be able to sell the instrument unless the option expired without exercise. Uncovered calls have
speculative characteristics and are riskier than covered calls because there is no instrument or cover held by the Fund that can act
as a partial hedge.
The writer
of an option has no control over the time when it may be required to fulfill its obligation under the option. Once an option writer has
received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and
must deliver the underlying reference instrument at the exercise price. If a put or call option purchased by the Fund is not sold when
it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the
case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose the premium it paid for
the option. Furthermore, if trading restrictions or suspensions are imposed on options markets, the Fund may be unable to close out a
position.
Futures
and Options Thereon. The Fund may engage in transactions in futures and options on futures. Futures are standardized, exchange-traded
contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified
future date at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a futures
contract the Fund is required to deposit collateral (“margin”) equal to a percentage (generally less than 10%) of the contract
value. Each day thereafter until the futures position is closed, the Fund will pay additional margin representing any loss experienced
as a result of the futures position the prior day or be
Eaton Vance Tax-Managed Buy-Write Income Fund | 3 | SAI dated [____], 2023 |
entitled to
a payment representing any profit experienced as a result of the futures position the prior day. Futures involve substantial leverage
risk. The sale of a futures contract limits the Fund’s risk of loss from a decline in the market value of portfolio holdings correlated
with the futures contract prior to the futures contract’s expiration date. In the event the market value of the Fund holdings correlated
with the futures contract increases rather than decreases, however, the Fund will realize a loss on the futures position and a lower
return on the Fund holdings than would have been realized without the purchase of the futures contract.
The purchase
of a futures contract may protect the Fund from having to pay more for securities as a consequence of increases in the market value for
such securities during a period when the Fund was attempting to identify specific securities in which to invest in a market the Fund
believes to be attractive. In the event that such securities decline in value or the Fund determines not to complete an anticipatory
hedge transaction relating to a futures contract, however, the Fund may realize a loss relating to the futures position.
The Fund is
also authorized to purchase or sell call and put options on futures contracts including financial futures and stock indices. Generally,
these strategies would be used under the same market and market sector conditions (i.e., conditions relating to specific types of investments)
in which the Fund entered into futures transactions. The Fund may purchase put options or write call options on futures contracts and
stock indices in lieu of selling the underlying futures contract in anticipation of a decrease in the market value of its securities.
Similarly, the Fund can purchase call options, or write put options on futures contracts and stock indices, as a substitute for the purchase
of such futures to hedge against the increased cost resulting from an increase in the market value of securities which the Fund intends
to purchase.
Risks Associated
with Futures. The primary risks associated with the use of futures contracts and options are (a) the imperfect correlation between
the change in market value of the instruments held by the Fund and the price of the futures contract or option; (b) possible lack of
a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s inability to predict correctly
the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that
the counterparty will default in the performance of its obligations.
Swap Agreements.
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to
more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates
of return) earned or realized on a particular predetermined reference instrument or instruments, which can be adjusted for an interest
rate factor. The gross returns to be exchanged or "swapped" between the parties are generally calculated with respect to a
"notional amount" (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest
rate or in a "basket" of securities representing a particular index). Other types of swap agreements may calculate the
obligations of the parties to the agreement on a “net basis.” Consequently, a party’s current obligations (or
rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement (the “net amount”).
Whether the
use of swap agreements will be successful will depend on the investment adviser’s ability to predict correctly whether certain types
of reference instruments are likely to produce greater returns than other instruments. Swap agreements may be subject to contractual
restrictions on transferability and termination and they may have terms of greater than seven days. The Fund’s obligations
under a swap agreement will be accrued daily (offset against any amounts owed to the Fund under the swap). Developments in the
swaps market, including government regulation, could adversely affect the Fund’s ability to terminate existing swap agreements
or to realize amounts to be received under such agreements, as well as to participate in swap agreements in the future. If there
is a default by the counterparty to a swap, the Fund will have contractual remedies pursuant to the swap agreement, but any recovery
may be delayed depending on the circumstances of the default. To limit the counterparty risk involved in swap agreements, the Fund
will only enter into swap agreements with counterparties that meet certain criteria. Although there can be no assurance that the Fund
will be able to do so, the Fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same party or another creditworthy party. The Fund may have limited
ability to eliminate its exposure under a credit default swap if the credit of the reference instrument has declined.
The swaps market
was largely unregulated prior to the enactment of the Dodd-Frank Act, which was enacted in 2010 in response to turmoil in the financial
markets and other market events. Among other things, the Dodd-Frank Act sets forth a new regulatory framework for certain OTC derivatives,
such as swaps, in which the Fund may invest. The Dodd-Frank Act requires many swap transactions to be executed on registered exchanges
or through swap execution facilities, cleared through a regulated clearinghouse, and publicly reported. In addition, many market participants
are now regulated as swap dealers or major swap participants and are subject to certain minimum capital and margin requirements and business
conduct standards. The statutory requirements of the Dodd-Frank Act are being implemented primarily through
Eaton Vance Tax-Managed Buy-Write Income Fund | 4 | SAI dated [____], 2023 |
rules and regulations
adopted by the SEC and/or the CFTC. There is a prescribed phase-in period during which most of the mandated rulemaking and regulations
are being implemented, and temporary exemptions from certain rules and regulations have been granted so that current trading practices
will not be unduly disrupted during the transition period.
Currently,
central clearing is only required for certain market participants trading certain instruments, although central clearing for additional
instruments is expected to be implemented by the CFTC until the majority of the swaps market is ultimately subject to central clearing.
In addition, uncleared OTC swaps are subject to regulatory collateral requirements that may adversely affect the Fund’s ability
to enter into swaps in the OTC market. These developments may cause the Fund to terminate new or existing swap agreements or to realize
amounts to be received under such instruments at an inopportune time. Until the mandated rulemaking and regulations are implemented completely,
it will not be possible to determine the complete impact of the Dodd-Frank Act and related regulations on the Fund, and the establishment
of a centralized exchange or market for swap transactions may not result in swaps being easier to value or trade. However, it is expected
that swap dealers, major market participants, and swap counterparties will experience other new and/or additional regulations, requirements,
compliance burdens, and associated costs. The Dodd-Frank Act and rules promulgated thereunder may exert a negative effect on the Fund’s
ability to meet its investment objective, either through limits or requirements imposed on the Fund or its counterparties. The swaps
market could be disrupted or limited as a result of this legislation, and the new requirements may increase the cost of the Fund’s
investments and of doing business, which could adversely affect the ability of the Fund to buy or sell OTC derivatives.
Regulatory
bodies outside the U.S. have also passed, proposed, or may propose in the future, legislation similar to Dodd-Frank Act or other legislation
that could increase the costs of participating in, or otherwise adversely impact the liquidity of, participating in the commodities markets.
Global prudential regulators issued final rules that will require banks subject to their supervision to exchange variation and initial
margin in respect of their obligations arising under uncleared swap agreements. The CFTC adopted similar rules that apply to CFTC-registered
swap dealers that are not banks. Such rules generally require a Fund to provide variation margin and (in some cases) initial margin
when it enters into uncleared swap agreements. In addition, regulations adopted by global prudential regulators that are now
in effect require certain prudentially regulated entities and certain of their affiliates and subsidiaries (including swap dealers) to
include in their derivatives contracts, terms that delay or restrict the rights of counterparties (such as the Fund) to terminate such
contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the prudentially
regulated entity and/or its affiliates are subject to certain types of resolution or insolvency proceedings. Similar regulations and
laws have been adopted in non-U.S. jurisdictions that may apply to the Fund’s counterparties located in those jurisdictions. It
is possible that these requirements, as well as potential additional related government regulation, could adversely affect the Fund’s
ability to terminate existing derivatives contracts, exercise default rights or satisfy obligations owed to it with collateral received
under such contracts.
Interest
Rate Swaps, Caps and Floors. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment
based on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset.
The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest
rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of
an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling such interest rate cap. The Fund usually will enter
into interest rate swap transactions on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Fund’s obligations over
its entitlements with respect to each interest rate swap will be accrued on a daily basis. If the interest rate swap transaction is entered
into on other than a net basis, the full amount of the Fund’s obligations will be accrued on a daily basis. Certain federal
income tax requirements may limit the Fund’s ability to engage in certain interest rate transactions.
OTC Derivatives.
OTC derivative instruments involve an additional risk in that the issuer or counterparty may fail to perform its contractual obligations.
Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods
of market volatility, an option or commodity exchange or swap execution facility or clearinghouse may suspend or limit trading in an
exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may
also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous day’s
settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing
out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover
for written OTC options, are illiquid. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties
to such contracts. For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty.
In addition, certain provisions of the Code limit the use of derivative
Eaton Vance Tax-Managed Buy-Write Income Fund | 5 | SAI dated [____], 2023 |
instruments.
Derivatives permit the Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio
by making investments in specific securities. There can be no assurance that the use of derivative instruments will benefit the Fund.
Short Sales.
The Fund may sell a security short if it owns at least an equal amount of the security sold short or another security convertible
or exchangeable for an equal amount of the security sold short without payment of further compensation (a short sale against-the-box).
If the price of the security in the short sale decreases, the Fund will realize a profit to the extent that the short sale price for
the security exceeds the market price. If the price of the security increases, the Fund will realize a loss to the extent that the market
price exceeds the short sale price. Selling securities short runs the risk of losing an amount greater than the initial investment therein.
Purchasing
securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.
Short-selling exposes the Fund to unlimited risk with respect to that security due to the lack of an upper limit on the price to which
an instrument can rise. Although the Fund reserves the right to utilize short sales, the Adviser is under no obligation to utilize short-sales
at all.
When-Issued,
Delayed Delivery and Forward Commitment Transactions. Securities may be purchased on a “forward commitment,” “when-issued”
or “delayed delivery” basis (meaning securities are purchased or sold with payment and delivery taking place in the future)
in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. When the Fund
agrees to purchase such securities, it assumes the risk of any decline in value of the security from the date of the agreement to purchase.
The Fund does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement
date.
From the time
of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction
are subject to market fluctuations. In forward commitment, when-issued or delayed delivery transactions, if the seller or buyer, as the
case may be, fails to consummate the transaction the counterparty may miss the opportunity of obtaining a price or yield considered to
be advantageous. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction.
The Fund will
make commitments to purchase when-issued securities only with the intention of actually acquiring the securities, but may sell such securities
before the settlement date if it is deemed advisable as a matter of investment strategy.
Real Estate
Investments. Companies primarily engaged in the real estate industry and other real estate-related investments may include publicly
traded real estate investment trusts (“REITs”) or real estate operating companies that either own properties or make construction
or mortgage loans, real estate developers, companies with substantial real estate holdings and other companies whose products and services
are related to the real estate industry, such as lodging operators, brokers, property management companies, building supply manufacturers,
mortgage lenders, or mortgage servicing companies. REITs tend to be small to medium-sized companies, and may include equity REITs and
mortgage REITs. The value of a REIT can depend on the structure of and cash flow generated by the REIT. REITs are pooled investment vehicles
that have expenses of their own, so the Fund will indirectly bear its proportionate share of those expenses. The Fund will not own real
estate directly.
Real estate
investments are subject to special risks including changes in real estate values, property taxes, interest rates, cash flow of underlying
real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness
of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste
laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that investments concentrate
in particular geographic regions or property types.
Equity REITs
may be affected by changes in the value of the underlying property owned by the REIT, while mortgage REITs may be affected by the quality
of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified.
Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidations. In addition,
equity and mortgage REITs could possibly fail to qualify for tax-free pass through of income or to maintain their exemptions from registration
under the Investment Company Act of 1940. The above factors may also adversely affect a borrower’s or a lessee’s ability
to meet its obligations to a REIT. In the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights
as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.
Shares of REITs
may trade less frequently and, therefore, are subject to more erratic price movements than securities of larger issuers. REITs are also
subject to credit, market, liquidity and interest rate risks.
Eaton Vance Tax-Managed Buy-Write Income Fund | 6 | SAI dated [____], 2023 |
REITs may issue
debt securities to fund their activities. The value of these debt securities may be affected by changes in the value of the underlying
property owned by the REIT, the creditworthiness of the REIT, interest rates, and tax and regulatory requirements, among other things.
Securities
Lending. As described in the Prospectus, the Fund may lend a portion of its portfolio securities to broker-dealers or other institutional
borrowers. Loans will be made only to organizations whose credit quality or claims paying ability is considered by the Adviser to be
at least investment grade. All securities loans will be collateralized on a continuous basis by cash, cash equivalents (such as money
market instruments) or U.S. Government securities having a value, marked to market daily, of at least 100% of the market value of the
loaned securities. The Fund may receive loan fees in connection with loans that are collateralized by securities or on loans of securities
for which there is special demand. The Fund may also seek to earn income on securities loans by reinvesting cash collateral in securities
consistent with its investment objectives and policies, seeking to invest at rates that are higher than the “rebate” rate
that it normally will pay to the borrower with respect to such cash collateral. Any such reinvestment will be subject to the investment
policies, restrictions and risk considerations described in the Prospectus and in this SAI.
Securities
loans may result in delays in recovering, or a failure of the borrower to return, the loaned securities. The defaulting borrower ordinarily
would be liable to the Fund for any losses resulting from such delays or failures, and the collateral provided in connection with the
loan normally would also be available for that purpose. Securities loans normally may be terminated by either the Fund or the borrower
at any time. Upon termination and the return of the loaned securities, the Fund would be required to return the related cash or securities
collateral to the borrower and it may be required to liquidate longer term portfolio securities in order to do so. To the extent that
such securities have decreased in value, this may result in the Fund realizing a loss at a time when it would not otherwise do so. The
Fund also may incur losses if it is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers
and related administrative costs. These risks are substantially the same as those incurred through investment leverage and will be subject
to the investment policies, restrictions and risk considerations described in the Prospectus and in this SAI.
The Fund will
receive amounts equivalent to any interest or other distributions paid on securities while they are on loan, and the Fund will not be
entitled to exercise voting or other beneficial rights on loaned securities. The Fund will exercise its right to terminate loans and
thereby regain these rights whenever the Adviser considers it to be in the Fund’s interest to do so, taking into account the related
loss of reinvestment income and other factors.
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the Fund
is susceptible to operational, information security and related risks. The Fund relies on communications technology, systems, and networks
to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Fund’s ability
to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include,
but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites
or via “ransomware” that renders the systems inoperable until appropriate actions are taken. A denial-of-service attack is
an effort to make network services unavailable to intended users, which could cause shareholders to lose access to their electronic accounts,
potentially indefinitely. Employees and service providers also may not be able to access electronic systems to perform critical duties
for the Fund, such as trading NAV calculation, shareholder accounting or fulfillment of Fund share purchases and redemptions, during
a denial-of-service attack. There is also the possibility for systems failures due to malfunctions, user error and misconduct by employees
and agents, natural disasters, or other foreseeable and unforeseeable events.
Because technology
is consistently changing, new ways to carry out cyber attacks are always developing. Therefore, there is a chance that some risks have
not been identified or prepared for, or that an attack may not be detected, which puts limitations on the Fund’s ability to plan for
or respond to a cyber attack. Like other funds and business enterprises, the Fund and its service providers have experienced, and will
continue to experience, cyber incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur,
such as the inadvertent release of confidential information by the Fund or its service providers.
The Fund uses
third party service providers who are also heavily dependent on computers and technology for their operations. Cybersecurity failures
by or breaches of the Fund’s investment adviser or administrator and other service providers (including, but not limited to, the
custodian or transfer agent), and the issuers of securities in which the Fund invests, may disrupt and otherwise adversely affect their
business operations. This may result in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to
calculate its NAV, limit a shareholder’s ability to purchase or redeem shares of the Fund or cause violations of applicable privacy
and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, litigation costs, or additional
compliance costs. While many of the Fund’s service providers have established business continuity plans and risk management systems
intended
Eaton Vance Tax-Managed Buy-Write Income Fund | 7 | SAI dated [____], 2023 |
to identify
and mitigate cyber attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have
not been identified. The Fund cannot control the cybersecurity plans and systems put in place by service providers to the Fund and issuers
in which the Fund invests. The Fund and its shareholders could be negatively impacted as a result.
Operational
Risk. The Fund’s service providers, including the investment adviser, may experience disruptions or operating errors that could
negatively impact the Fund. Disruptive events, including (but not limited to) natural disasters and public health crises, may adversely
affect the Fund’s ability to conduct business, in particular if the Fund’s employees or the employees of its service providers
are unable or unwilling to perform their responsibilities as a result of any such event. While service providers are expected to have
appropriate operational risk management policies and procedures, their methods of operational risk management may differ from the Fund’s
in the setting of priorities, the personnel and resources available or the effectiveness of relevant controls. It also is not possible
for Fund service providers to identify all of the operational risks that may affect the Fund or to develop processes and controls to
completely eliminate or mitigate their occurrence or effects.
Illiquid
Investments. Certain investments are considered illiquid or restricted due to a limited trading market or legal or contractual
restrictions on resale or transfer, or are otherwise illiquid because they cannot be sold or disposed of in seven calendar days or less
under then-current market conditions without the sale or disposition significantly changing the market value of the investment. Such
illiquid investments may include commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act and securities eligible for
resale pursuant to Rule 144A thereunder. Rule 144A securities may increase the level of portfolio illiquidity if eligible buyers become
uninterested in purchasing such securities.
It may be difficult
to sell illiquid investments at a price representing fair value until such time as the investments may be sold publicly. It also
may be more difficult to determine the fair value of such investments for purposes of computing the Fund’s net asset value. Where
registration is required, a considerable period of time may elapse between a decision to sell the investments and the time when the Fund
would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing at the time of the decision
to sell. The Fund may incur additional expense when disposing of illiquid investments, including all or a portion of the cost to register
the investments. The Fund also may acquire investments through private placements under which it may agree to contractual restrictions
on the resale of such investments that are in addition to applicable legal restrictions. Such restrictions might prevent the sale
of such investments at a time when such sale would otherwise be desirable.
At times, a
portion of the Fund’s assets may be invested in investments as to which the Fund, by itself or together with other accounts
managed by the investment adviser and its affiliates, holds a major portion or all of such investments. Under adverse market or
economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult
to sell such investments when the investment adviser believes it advisable to do so or may be able to sell such investments only
at prices lower than if such investments were more widely held. It may also be more difficult to determine the fair value of such investments
for purposes of computing the Fund’s net asset value.
LIBOR.
The London Interbank Offered Rate or LIBOR is the average offered rate for various maturities of short-term loans between major international
banks who are members of the British Bankers Association. It is used throughout global banking and financial industries to determine
interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing arrangements. In July
2017, the Financial Conduct Authority (the “FCA”), the United Kingdom financial regulatory body, announced a desire to phase
out the use of LIBOR. The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing certain LIBOR settings
on December 31, 2021, and is expected to cease publishing the remaining LIBOR settings on June 30, 2023. In
addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021.
Many market participants are in the
process of transitioning to the use of alternative reference or benchmark rates.
On
September 29, 2021 the FCA announced that it will compel the ICE Benchmark Administration Limited (the “IBA”) to publish
a subset of non-U.S. LIBOR maturities after December 31, 2021 using a “synthetic” methodology that is not based on panel
bank contributions. On April 3, 2023, the FCA announced
that it also will require IBA to publish a subset of U.S.
LIBOR maturities after June 30, 2023, using a similar synthetic methodology. However, regulators have advised that, as these
synthetic publications are expected to be published for a limited period of time and would be considered non-representative of the underlying
market, they should be used only in limited circumstances.
Eaton Vance Tax-Managed Buy-Write Income Fund | 8 | SAI dated [____], 2023 |
Although
the transition process away from LIBOR has become increasingly well-defined the impact on certain debt securities, derivatives and other
financial instruments that utilize LIBOR remains uncertain. The transition process may involve, among other things, increased volatility
or illiquidity in markets for instruments that continue to
rely on LIBOR. The transition may also result in a change in (i) the value of certain instruments held
by the Fund, (ii) the cost of borrowing or the dividend rate for preferred shares, or (iii) the effectiveness of related Fund transactions
such as hedges, as applicable.
Various
financial industry groups have been
planning for the transition away from LIBOR, but there are obstacles to converting certain longer term
securities and transactions to a new benchmark. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks
working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate (“SOFR”), which is intended
to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. Bank working groups and
regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average
Rate (“SONIA”) in England. Both SOFR and SONIA, as well as certain other proposed replacement rates, are materially different
from LIBOR, and changes in the applicable spread for financial instruments transitioning away from LIBOR need to be made to accommodate
the differences. Liquid markets for newly-issued instruments that use an alternative reference rate are still developing. Consequently,
there may be challenges for a Fund to enter into hedging transactions against instruments tied to alternative reference rates until a
market for such hedging transactions develops.
Additionally,
while many existing LIBOR-based instruments have contemplated a scenario where LIBOR is no longer available by providing for an alternative
or “fallback” rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative
methodologies to replicate LIBOR. Not all existing LIBOR-based instruments have such fallback provisions. While it is expected that market
participants will amend legacy financial instruments referencing LIBOR to include fallback provisions to alternative reference rates,
there remains uncertainty regarding the willingness and ability of parties to add or amend such fallback provisions in legacy instruments
maturing after the end of 2021, particularly with respect to legacy cash products. In March 2022, the U.S. government enacted legislation
(the Adjustable Rate Interest Rate (LIBOR) Act) to establish a process for replacing LIBOR in certain existing contracts governed by
U.S. law that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation.
Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended
by the Federal Reserve will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended
benchmark replacement will be based on SOFR, including certain spread adjustments and benchmark replacement conforming changes. Despite
ongoing efforts among global government entities and other organizations to address transition-related uncertainties, the ultimate effectiveness
of such efforts and the impact of the transition is not yet known.
Any effects
of the transition away from LIBOR and the adoption of alternative reference rates, as well as other unforeseen effects, could result
in losses to the Fund, and such effects may occur prior to the discontinuation of the remaining LIBOR settings in 2023. Furthermore,
the risks associated with the discontinuation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition
to an alternative reference rate is not completed in a timely manner.
Rights and
Warrants. A right is a privilege granted to existing shareholders of a corporation to subscribe for shares of a new issue of common
stock before it is issued. Rights normally have a short life, usually two to four weeks, are freely transferable and entitle the holder
to buy the new common stock at a lower price than the public offering price. Warrants are securities that are typically issued together
with a debt security or preferred stock and that give the holder the right to buy a proportionate amount of common stock at a specified
price. Warrants are freely transferable and are often traded on major exchanges. Unlike rights, warrants normally have a life that is
measured in years and entitle the holder to buy common stock of a company at a price that is usually higher than the market price at
the time the warrant is issued. Corporations often issue warrants to make the accompanying debt security more attractive.
Warrants and
rights may entail greater risks than certain other types of investments. Generally, rights and warrants do not carry the right to receive
dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of
the issuer. In addition, their value does not necessarily change with the value of the underlying securities, and they cease to have
value if they are not exercised on or before their expiration date. If the market price of the underlying stock does not exceed the exercise
price during the life of the warrant or right, the warrant or right will expire worthless.
Temporary
Investments. The Fund may invest in cash equivalents to invest daily
cash balances or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper,
time deposits, certificates of deposit, short-term notes and short-term U.S. Government obligations.
Eaton Vance Tax-Managed Buy-Write Income Fund | 9 | SAI dated [____], 2023 |
Investment
Restrictions. The following investment restrictions of the Fund are designated as fundamental policies and as such cannot be changed
without the approval of the holders of a majority of the Fund’s outstanding voting securities, which as used in this SAI means
the lesser of (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding
shares are present or represented at the meeting or (b) more than 50% of outstanding shares of the Fund. As a matter of fundamental policy
the Fund may not:
| (1) | Borrow
money, except as permitted by the Investment Company Act of 1940, as amended (the “1940
Act”). The 1940 Act currently requires that any indebtedness incurred by a closed-end
investment company have an asset coverage of at least 300%; |
| (2) | Issue
senior securities, as defined in the 1940 Act, other than (a) preferred shares which immediately
after issuance will have asset coverage of at least 200%, (b) indebtedness which immediately
after issuance will have asset coverage of at least 300% or (c) the borrowings permitted
by investment restriction (1) above. The 1940 Act currently defines “senior security”
as any bond, debenture, note or similar obligation or instrument constituting a security
and evidencing indebtedness and any stock of a class having priority over any other class
as to distribution of assets or payment of dividends. Debt and equity securities issued by
a closed-end investment company meeting the foregoing asset coverage provisions are excluded
from the general 1940 Act prohibition on the issuance of senior securities; |
| (3) | Purchase
securities on margin (but the Fund may obtain such short-term credits as may be necessary
for the clearance of purchases and sales of securities). The purchase of investment assets
with the proceeds of a permitted borrowing or securities offering will not be deemed to be
the purchase of securities on margin; |
| (4) | Underwrite
securities issued by other persons, except insofar as it may technically be deemed to be
an underwriter under the Securities Act of 1933, as amended, in selling or disposing of a
portfolio investment; |
| (5) | Make
loans to other persons, except by (a) the acquisition of loan interests, debt securities
and other obligations in which the Fund is authorized to invest in accordance with its investment
objectives and policies, (b) entering into repurchase agreements and (c) lending its portfolio
securities; |
| (6) | Purchase
or sell real estate, although it may purchase and sell securities which are secured by interests
in real estate and securities of issuers which invest or deal in real estate. The Fund reserves
the freedom of action to hold and to sell real estate acquired as a result of the ownership
of securities; |
| (7) | Purchase
or sell physical commodities or contracts for the purchase or sale of physical commodities.
Physical commodities do not include futures contracts with respect to securities, securities
indices, currencies, interest or other financial instruments; |
| (8) | With
respect to 75% of its total assets, invest more than 5% of its total assets in the securities
of a single issuer or purchase more than 10% of the outstanding voting securities of a single
issuer, except obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities
and except securities of other investment companies; and |
| (9) | Invest
25% or more of its total assets in any single industry or group of industries (other than
securities issued or guaranteed by the U.S. government or its agencies or instrumentalities). |
The Fund may
borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of
securities transactions which otherwise might require untimely dispositions of Fund securities. The 1940 Act currently requires that
the Fund have 300% asset coverage with respect to all borrowings other than temporary borrowings.
For purposes
of construing restriction (9), a large economic or market sector shall not be construed as a group of industries.
The Fund may
invest more than 10% of its total assets in one or more other management investment companies (or may invest in affiliated investment
companies) to the extent permitted by the 1940 Act and rules thereunder.
Whenever an
investment policy or investment restriction set forth in the Prospectus or this SAI states a requirement with respect to the percentage
of assets that may be invested in any security or other asset or describes a policy regarding quality standards, such percentage limitation
or standard shall be determined immediately after and as a result of the Fund’s acquisition of such security or asset. Accordingly,
any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made
by a rating service (or as determined by the Adviser if the security is not rated by a rating agency) will not compel the Fund to dispose
of such security or other asset. Notwithstanding the foregoing, the Fund must always be in compliance with the borrowing policies set
forth above. If the Fund is required to reduce borrowings, it will do so in a manner that is consistent with the 1940 Act and guidance
of the SEC or its staff, and that complies with any applicable SEC exemptive order.
Eaton Vance Tax-Managed Buy-Write Income Fund | 10 | SAI dated [____], 2023 |
TRUSTEES
AND OFFICERS
The Board of
Trustees of the Fund (the “Board”) is responsible for the overall management and supervision of the affairs of the Fund.
The Board members and officers of the Fund are listed below. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Each Trustee holds office until the annual meeting for the year in which his or
her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification
or removal. Under the terms of the Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a
Trustee on the earlier of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December 31st
of the 20th year in which he or she has served as a Trustee. However, if such retirement and resignation would cause the Fund to be out
of compliance with Section 16 of the 1940 Act or any other regulations or guidance of the Securities and Exchange Commission (“SEC”),
then such retirement and resignation will not become effective until such time as action has been taken for the Fund to be in compliance
therewith. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Fund,
as that term is defined under the 1940 Act. The business address of each Board member and officer is Two International Place, Boston,
Massachusetts 02110. As used in this SAI, “BMR” refers to Boston Management and Research, “EVC” refers to Eaton
Vance Corp., “EV” refers to EV LLC, “Eaton Vance” or “EVM” refers to Eaton Vance Management and “EVD”
refers to Eaton Vance Distributors, Inc. EV is the trustee of each of Eaton Vance and BMR. Effective March 1, 2021, each of Eaton Vance,
BMR, EVD and EV are indirect wholly owned subsidiaries of Morgan Stanley. Each officer affiliated with Eaton Vance may hold a position
with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.
Name
and Year of Birth |
|
Fund
Position(s)(1) |
|
Length
of Service |
|
Principal
Occupation(s) During Past Five Years
and Other Relevant Experience |
|
Number
of Portfolios
in Fund Complex
Overseen By
Trustee(2) |
|
Other
Directorships Held
During Last Five Years |
Interested
Trustees |
|
|
|
|
|
|
|
|
|
|
THOMAS
E. FAUST JR.
1958 |
|
Class
I
Trustee |
|
Until
2024. 3 years.
Since 2007. |
|
Chairman
of Morgan Stanley Investment Management, Inc. (MSIM), member of the Board of Managers and President of EV (since 2021), Chief Executive
Officer and President of Eaton Vance and BMR. Formerly, Chairman, Chief Executive Officer (2007-2021) and President (2006-2021)
of EVC and Director of EVD (2007-2022). Mr. Faust is an interested person because of his positions with MSIM, BMR, Eaton
Vance and EV, which are affiliates of the Fund. Mr. Faust has apprised the Board of Trustees that he intends to retire as a Trustee
of all Eaton Vance Funds effective on or about August 3, 2023. |
|
129 |
|
Formerly,
Director of EVC (2007-2021) and Hexavest Inc. (investment management firm) 2012-2021). |
ANCHAL
PACHNANDA
1980 |
|
Class
II
Trustee |
|
Until
2025. 2 years.
Since 2023. |
|
Co-Head
of Strategy of MSIM (since 2019). Formerly, Head of Strategy of MSIM (2017-2019). Ms. Pachnanda is an interested person because of
her position with MSIM, which is an affiliate of the Fund. |
|
129 |
|
None |
Eaton Vance Tax-Managed Buy-Write Income Fund | 11 | SAI dated [____], 2023 |
Name
and Year of Birth |
|
Fund
Position(s)(1) |
|
Length
of Service |
|
Principal
Occupation(s) During Past Five Years
and Other Relevant Experience |
|
Number
of Portfolios
in Fund Complex
Overseen By
Trustee(2) |
|
Other
Directorships Held
During Last Five Years |
Noninterested
Trustees |
|
|
|
|
|
|
|
|
|
|
ALAN
C. BOWSER
1962 |
|
Class III Trustee |
|
Until 2026.
3 years. Since 2023. |
|
Formerly,
Chief Diversity Officer, Partner and a member of the Operating Committee, and formerly served as Senior Advisor on Diversity and
Inclusion for the firm’s chief executive officer, Co-Head of the Americas Region, and Senior Client Advisor of Bridgewater
Associates, an asset management firm (2011-2023). |
|
129 |
|
None |
MARK
R. FETTING
1954 |
|
Class
III
Trustee |
|
Until
2026. 3 years.
Since 2016. |
|
Private
investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President,
Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President
(2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and
Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000). |
|
129 |
|
None |
CYNTHIA
E. FROST
1961 |
|
Class
I
Trustee |
|
Until
2024. 3 years.
Since 2014. |
|
Private
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). |
|
129 |
|
None |
GEORGE
J. GORMAN
1952 |
|
Chairperson
of the Board and Class II
Trustee |
|
Until
2025. 3 years.
Chairperson of the Board since 2021 and Trustee since 2014. |
|
Principal
at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm)
(1974-2009). |
|
129 |
|
None |
Eaton Vance Tax-Managed Buy-Write Income Fund | 12 | SAI dated [____], 2023 |
Name
and Year of Birth |
|
Fund
Position(s)(1) |
|
Length
of Service |
|
Principal
Occupation(s) During Past Five Years
and Other Relevant Experience |
|
Number
of Portfolios
in Fund Complex
Overseen By
Trustee(2) |
|
Other
Directorships Held
During Last Five Years |
VALERIE
A. MOSLEY
1960 |
|
Class
III
Trustee |
|
Until
2026. 3 years.
Since 2014. |
|
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). |
|
129 |
|
Director
of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Envestnet, Inc.
(provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex
Capital, Inc. (mortgage REIT) (2013-2020) and Director of Groupon, Inc. (e-commerce provider) (2020-2022). |
KEITH
QUINTON
1958 |
|
Class II
Trustee |
|
Until 2025. 3 Years.
Since 2018. |
|
Private
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). |
|
129 |
|
Formerly,
Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank. |
MARCUS
L. SMITH
1966 |
|
Class III
Trustee |
|
Until 2026.
3 Years.
Since 2018. |
|
Private
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). |
|
129 |
|
Director
of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision
support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018). |
SUSAN
J. SUTHERLAND
1957 |
|
Class II
Trustee |
|
Until
2025. 3 years.
Since 2015. |
|
Private
investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, 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). |
|
129 |
|
Formerly,
Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (2021-2023). |
Eaton Vance Tax-Managed Buy-Write Income Fund | 13 | SAI dated [____], 2023 |
Name
and Year of Birth |
|
Fund
Position(s)(1) |
|
Length
of Service |
|
Principal
Occupation(s) During Past Five Years
and Other Relevant Experience |
|
Number
of Portfolios
in Fund Complex
Overseen By
Trustee(2) |
|
Other
Directorships Held
During Last Five Years |
SCOTT
E. WENNERHOLM
1959 |
|
Class I
Trustee |
|
Until
2024. 3 years.
Since 2016. |
|
Private
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). |
|
129 |
|
None |
NANCY
A. WISER
1967 |
|
Class
I
Trustee |
|
Until
2024. 2 years.
Since 2022. |
|
Formerly,
Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management (2011-2021). |
|
129 |
|
None |
| (1) | The
Board of Trustees is divided into three classes, each class having a term of three years
to expire on the date of the third annual meeting following its election. |
| (2) | Includes
both funds and portfolios in a hub and spoke structure. |
Principal
Officers who are not Trustees |
Name
and Year of Birth |
|
Fund
Position(s) |
|
Length
of Service |
|
Principal
Occupation(s) During Past Five Years |
R.
KELLY WILLIAMS, JR.
1971 |
|
President |
|
Since 2023 |
|
President
and Chief Operating Officer of Atlanta Capital Management Company, LLC (“Atlanta Capital”). Officer of 20
registered investment companies managed by Eaton Vance or BMR. |
DEIDRE
E. WALSH
1971 |
|
Vice
President and Chief Legal Officer |
|
Since
2021 |
|
Vice
President of Eaton Vance and BMR. Officer of 129 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 2021. |
JAMES
F. KIRCHNER
1967 |
|
Treasurer |
|
Since 2013 |
|
Vice
President of Eaton Vance and BMR. Officer of 129 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. |
NICHOLAS
S. DI LORENZO
1987 |
|
Secretary |
|
Since 2022 |
|
Officer
of 129 registered investment companies managed by Eaton Vance or BMR. Formerly, associate (2012-2021) and counsel
(2022) at Dechert LLP. |
RICHARD
F. FROIO
1968 |
|
Chief Compliance
Officer |
|
Since 2017 |
|
Vice
President of Eaton Vance and BMR since 2017. Officer of 129 registered investment companies managed by Eaton Vance
or BMR. Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO
(2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012). |
Eaton Vance Tax-Managed Buy-Write Income Fund | 14 | SAI dated [____], 2023 |
The Board has
general oversight responsibility with respect to the business and affairs of the Fund. The Board has engaged an investment adviser and
(if applicable) a sub-adviser(s) (collectively the “adviser”) to manage the Fund and an administrator to administer
the Fund and is responsible for overseeing such adviser and administrator and other service providers to the Fund. The Board is
currently composed of twelve Trustees, including ten Trustees who are not “interested persons” of the Fund,
as that term is defined in the 1940 Act (each a “noninterested Trustee”). In addition to six regularly scheduled meetings
per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to
the next regular meeting. As discussed below, the Board has established six committees to assist the Board in performing its oversight
responsibilities.
The Board has
appointed a noninterested Trustee to serve in the role of Chairperson. The Chairperson’s primary role is to participate in the
preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to
matters to be acted upon by the Board. The Chairperson also presides at all meetings of the Board and acts as a liaison with service
providers, officers, attorneys, and other Board members generally between meetings. The Chairperson may perform such other functions
as may be requested by the Board from time to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of
Vice-Chairperson. The Vice-Chairperson has the power and authority to perform any or all of the duties and responsibilities of the Chairperson
in the absence of the Chairperson and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to the Fund’s
Declaration of Trust or By-laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any
duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the
Board, generally.
The Fund is
subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part
of the Board’s general oversight of the Fund and is addressed as part of various activities of the Board and its Committees. As
part of its oversight of the Fund, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund
management, the adviser, the administrator, the principal underwriter, the Chief Compliance Officer (the “CCO”), and other
Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying
and understanding the nature and extent of risks and determining whether, and to what extent, such risks can or should be mitigated.
The Board also interacts with the CCO and with senior personnel of the adviser, administrator, principal underwriter and other Fund service
providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, administrator,
principal underwriter and the other Fund service providers has its own, independent interest and responsibilities in risk management,
and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources
and controls. It is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate
or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve
the Fund’s goals.
The Board,
with the assistance of management and with input from the Board’s various committees, reviews investment policies and risks in connection
with its review of Fund performance. The Board has appointed the Fund CCO who oversees the implementation and testing of the Fund compliance
program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part
of the Board’s periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements,
the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to
valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Fund’s
shares. The administrator, the investment adviser and the sub-adviser (if applicable) are responsible for the implementation and day-to-day
administration of these valuation policies and procedures and provides reports to the Audit Committee of the Board and the Board regarding
these and related matters. In addition, the Audit Committee of the Board or the Board receives reports periodically from the independent
public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect
to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting
firm assist the Board in performing its oversight function.
The Fund’s
Declaration of Trust does not set forth any specific qualifications to serve as a Trustee. The Charter of the Governance Committee
also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering
noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the
factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters
relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background;
(iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the
extent to which such expertise would complement the Board members’ existing mix of skills, core competencies and qualifications;
(vi) perceived ability to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly
and work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested
Eaton Vance Tax-Managed Buy-Write Income Fund | 15 | SAI dated [____], 2023 |
Trustee for
purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such
other factors as the Board determines to be relevant in light of the existing composition of the Board.
Among the attributes
or skills common to all Board members are their ability to review critically, evaluate, question and discuss information provided to
them, to interact effectively with the other members of the Board, management, sub-advisers, other service providers, counsel and independent
registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as
members of the Board. Each Board member’s ability to perform his or her duties effectively has been attained through the Board
member’s business, consulting, public service and/or academic positions and through experience from service as a member of the
Boards of the Eaton Vance family of funds (“Eaton Vance Fund Boards”) (and/or in other capacities, including for any predecessor
funds), public companies, or non-profit entities or other organizations as set forth below. Each Board member’s ability to perform
his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.
In respect
of each current member of the Board, the individual’s substantial professional accomplishments and experience, including in fields
related to the operations of registered investment companies, were a significant factor in the determination that the individual should
serve as a member of the Board. The following is a summary of each Board member’s particular professional experience and additional
considerations that contributed to the Board’s conclusion that he or she should serve as a member of the Board:
Alan C.
Bowser. Mr. Bowser has served as a Board member of the Eaton Vance open-end funds since April 4, 2022 and of the Eaton Vance closed-end
funds since January 4, 2023. Mr. Bowser has over 25 years of experience in the financial services industry, most of which has been dedicated
to leading investment advisory teams serving institutions, family offices, and ultra-high net worth individuals in the U.S. and Latin
America. From 2011-2023, Mr. Bowser served in several capacities at Bridgewater Associates, an asset management firm, including most
recently serving as Chief Diversity Officer in addition to being a Partner and a member of the Operating Committee. Prior to joining
Bridgewater Associates, he was Managing Director and Head of Investment Services at UBS Wealth Management Americas from 2007 to 2011
and, before that, Managing Director and Head of Client Solutions for the Latin America Division at the Citibank Private Bank from 1999
to 2007. Mr. Bowser has been an Independent Director of Stout Risius Ross since 2021, a founding Board Member of the Black Hedge Fund
Professionals Network and has served on the Boards of the Robert Toigo Foundation, the New York Urban League, the University of Pennsylvania,
and as Vice Chairman of the Greater Miami Chamber of Commerce Task Force on Ethics. In 2020, he was recognized as one of the top 100
“EMPower Ethnic Minority Executive Role Models.”
Thomas E.
Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. Effective March 1, 2021, he is Chairman of
MSIM. He is also a member of the Board of Managers and President of EV, and Chief Executive Officer and President of Eaton Vance and
BMR. Mr. Faust previously served as Chairman and Chief Executive Officer of EVC from 2007 through March 1, 2021 and as President of EVC
from 2006 through March 1, 2021. Mr. Faust also previously served as a Director of EVD from 2007 through February 15, 2022. Mr. Faust
served as a Director of Hexavest Inc. from 2012-2021. From 2016 through 2019, Mr. Faust served as a Director of SigFig Wealth Management
LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment
Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute
of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988. He is a trustee and
member of the executive committee of the Boston Symphony Orchestra, Inc. and trustee emeritus of Wellesley College.
Mark R.
Fetting. Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract Review
Committee. He has over 30 years of experience in the investment management industry as an executive and in various leadership roles.
From 2000 through 2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief
Executive Officer, Director and Chairman from 2008 to his retirement in 2012. He also served as a Director/Trustee and Chairman of the
Legg Mason family of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President
and Senior Officer of Prudential Financial Group, Inc. and related companies. Early in his professional career, Mr. Fetting was a Vice
President at T. Rowe Price and served in leadership roles within the firm’s mutual fund division from 1981-1987.
Cynthia
E. Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014. From 2000 through 2012, Ms. Frost was the Chief
Investment Officer of Brown University, where she oversaw the evaluation, selection and monitoring of the third party investment managers
who managed the university’s endowment. From 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company,
which oversaw Duke University’s endowment. Ms. Frost also served in various investment and consulting roles at Cambridge Associates
from 1989-1995, Bain and
Eaton Vance Tax-Managed Buy-Write Income Fund | 16 | SAI dated [____], 2023 |
Company from
1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member of the investment committee of The MCNC Endowment.
George J.
Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Independent Chairperson of the Board.
From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the Asset
Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the SEC,
hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes,
including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014.
Valerie
A. Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance Committee.
In 2020 she founded Upward Wealth, Inc., doing business as BrightUp, a fintech platform focused on helping everyday workers grow their
net worth and reinforce their self-worth. From 1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company,
LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager and Investment Strategist. Ms. Mosley
also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate bond sales
at Kidder Peabody from 1986-1990. She is a Director of Envestnet, Inc., a provider of intelligent systems for wealth management and financial
wellness and, DraftKings, Inc., a digital sports entertainment and gaming company. In addition, she is also a board member of Caribou
Financial, Inc., an auto loan refinancing company. Ms. Mosley previously served as a Director of Dynex Capital, Inc., a mortgage REIT,
from 2013-2020, a Director of Progress Investment Management Company, a manager of emerging managers, until 2020 and as a Director of
Groupon, Inc., an e-commerce platform from 2020-2022. She serves as a trustee or board member of several major non-profit organizations
and endowments.
Anchal
Pachnanda. Ms. Pachnanda has served as a member of the Eaton Vance Funds Board since 2023. Ms. Pachnanda
has been the Co-Head of Strategy of MSIM since 2019. From 2017-2019, Ms. Pachnanda served as Head of Strategy of MSIM. Ms. Pachnanda
began her career at Morgan Stanley as an intern in 2000 and has held various roles during her tenure.
Keith Quinton.
Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of the Ad Hoc Committee
for Closed-End Fund Matters. He had over thirty years of experience in the investment industry before retiring from Fidelity Investments
in 2014. Prior to joining Fidelity, Mr. Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001.
From 1997 through 2000, he was a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was
senior vice president in the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr.
Quinton served in various investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where
he began his career in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton served as an Independent Investment
Committee Member of the New Hampshire Retirement System, a five member committee that manages investments based on the investment policy
and asset allocation approved by the board of trustees (2017-2021), and as a Director, (2016-2021) and Chairman, (2019-2021) of the New
Hampshire Municipal Bond Bank.
Marcus L.
Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of the Portfolio
Management Committee. Mr. Smith has been a Director of First Industrial Realty Trust, Inc., a fully integrated owner, operator and developer
of industrial real estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees. Since 2017,
Mr. Smith has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves on the
Compensation and Talent Management Committee and Strategy & Finance Committee. From 2017 through 2018, he served as a Director of
DCT Industrial Trust Inc., a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance
and Audit Committees. From 1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment management
firm, where he managed the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for 10 years.
In addition to his portfolio management duties, Mr. Smith served as Chief Investment Officer, Canada from 2012-2017, Chief Investment
Officer, Asia from 2010-2012, and Director of Asian Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant
at Andersen Consulting (now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992.
He was also a trustee of the University of Mount Union from 2008-2020 and served on the Boston advisory board of the Posse Foundation
from 2015-2021. Mr. Smith currently sits on the Harvard Medical School Advisory Council on Education, the Board of Directors for Facing
History and Ourselves and is a Trustee of the Core Knowledge Foundation.
Eaton Vance Tax-Managed Buy-Write Income Fund | 17 | SAI dated [____], 2023 |
Susan J.
Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Compliance
Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries. Ascot Group
Limited, through its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty
property and casualty insurance and reinsurance. In addition, Ms. Sutherland was a Director of Kairos Acquisition Corp. from 2021 until
its dissolution in 2023, which had concentrated on acquisition and business combination efforts within the insurance and insurance technology
(also known as “InsurTech”) sectors. Ms. Sutherland was also a Director of Montpelier Re Holdings Ltd., a global provider
of customized reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of
specialized automobile and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then
a partner in the Financial Institutions Group of Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and
international insurance and reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions.
In addition, Ms. Sutherland has also served as a board member of prominent non-profit organizations.
Scott E.
Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Audit Committee.
He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr. Wennerholm served
as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011. He also served as Chief Operating
Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 and was a Vice President at Fidelity Investments
Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary institution
from 2012-2018.
Nancy A.
Wiser. Ms. Wiser has served as a member of the Eaton Vance Fund Boards since April 4, 2022. She also serves as a corporate Director
for Rimes Technologies, a data management company based in London (since 2022). Ms. Wiser has over 30 years of experience in the investment
management and financial services industry. From 2011-2021, Ms. Wiser served as an Executive Vice President and the Global Head of Operations
at Wells Fargo Asset Management, where she oversaw operations and governance matters. In the role of governance, Ms. Wiser served as
chairman of the board for the Wells Fargo Asset Management United Kingdom and Luxembourg legal entities as well as the Luxembourg funds.
Additionally, Ms. Wiser served as the Treasurer for the Wells Fargo Funds from 2012-2021. Prior to joining Wells Fargo Asset Management,
Ms. Wiser served as Chief Operating Officer and Chief Compliance Officer for two registered asset management companies where she oversaw
all non-investment activities. She currently serves on the University of Minnesota Foundation of Trustees (since 2022) and Benilde-St-Margaret’s
High School Investment Committee (since 2021), and previously served on several other non-profit boards including her alma mater Providence
College Business Advisory board, Boston Scores and the National Black MBA Advisory board.
The Board(s)
of the Fund has several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee,
the Compliance Reports and Regulatory Matters Committee, the Contract Review Committee and the Ad Hoc Committee for Closed-End Fund Matters.
Each of the Committees are comprised of only noninterested Trustees.
Mses. Mosley
(Chairperson), Frost, Sutherland and Wiser, and Messrs. Bowser, Fetting, Gorman, Quinton, Smith and Wennerholm are members of the Governance
Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board with respect to the
structure, membership and operation of the Board and the Committees thereof, including the nomination and selection of noninterested
Trustees and a Chairperson of the Board and the compensation of such persons. During the fiscal year ended December 31, 2022, the Governance
Committee convened six times.
The Governance
Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a shareholder, provided that such recommendation
is submitted in writing to the Fund’s Secretary at the principal executive office of the Fund. Such recommendations must be accompanied
by biographical and occupational data on the candidate (including whether the candidate would be an “interested person” of
the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information
for the recommending shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation
of the candidate for consideration.
Messrs. Wennerholm
(Chairperson), Gorman and Quinton and Ms. Wiser are members of the Audit Committee. The Board has designated Messrs. Gorman and Wennerholm,
each a noninterested Trustee, as “audit committee financial experts” as that term is defined in the applicable SEC rules.
The Audit Committee’s purposes are to (i) oversee the Fund’s accounting and financial reporting processes, its internal control
over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee
or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and the independent audit
thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements
that relate to
Eaton Vance Tax-Managed Buy-Write Income Fund | 18 | SAI dated [____], 2023 |
the Fund’s
accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment
the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate
the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of the Fund;
(v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner
in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable
SEC and stock exchange rules for inclusion in the proxy statement of the Fund. During the fiscal year ended December 31, 2022, the
Audit Committee convened eleven times.
Messrs. Fetting
(Chairperson), Bowser, Gorman, Quinton, Smith and Wennerholm, and Mses. Frost, Mosley, Sutherland and Wiser are members of the Contract
Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board concerning
the following matters: (i) contractual arrangements with each service provider to the Fund, including advisory, sub-advisory, transfer
agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any
service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests
of the Fund; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities
of the other Committees of the Board. During the fiscal year ended December 31, 2022, the Contract Review Committee convened eight times.
Messrs. Smith
(Chairperson), Bowser and Wennerholm and Mses. Frost and Mosley are members of the Portfolio Management Committee. The purposes of the
Portfolio Management Committee are to: (i) assist the Board in its oversight of the portfolio management process employed by the Fund
and its investment adviser and sub-adviser(s), if applicable, relative to the Fund’s stated objective(s), strategies and restrictions;
(ii) assist the Board in its oversight of the trading policies and procedures and risk management techniques applicable to the Fund;
and (iii) assist the Board in its monitoring of the performance results of all funds and portfolios, giving special attention to the
performance of certain funds and portfolios that it or the Board identifies from time to time. During the fiscal year ended December
31, 2022, the Portfolio Management Committee convened eight times.
Mses. Sutherland
(Chairperson) and Wiser and Messrs. Fetting and Quinton are members of the Compliance Reports and Regulatory Matters Committee. The purposes
of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board in its oversight role with respect to compliance
issues and certain other regulatory matters affecting the Fund; (ii) serve as a liaison between the Board and the Fund’s CCO; and (iii)
serve as a “qualified legal compliance committee” within the rules promulgated by the SEC. During the fiscal year ended December
31, 2022, the Compliance Reports and Regulatory Matters Committee convened eight times.
Messrs. Smith
(Chairperson), Fetting and Quinton and Ms. Sutherland are members of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of
the Ad Hoc Committee for Closed-End Fund Matters is to consider, evaluate and make recommendations to the Board with respect to issues
specifically related to Eaton Vance Closed-End Funds. During the fiscal year ended December 31, 2022, the Ad Hoc Committee for Closed-End
Fund Matters convened three times.
Share Ownership.
The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Fund and in the Eaton Vance
family of funds overseen by the Trustee as of December 31, 2022.
Eaton Vance Tax-Managed Buy-Write Income Fund | 19 | SAI dated [____], 2023 |
Name
of Trustee |
Dollar
Range of Equity Securities
Beneficially Owned in the Fund |
Aggregate
Dollar Range of Equity
Securities Beneficially Owned
in Funds Overseen by
Trustee in the
Eaton Vance Family of Funds |
Interested
Trustee |
|
|
Thomas E.
Faust Jr. |
None |
Over
$100,000 |
Anchal
Pachnanda(1) |
None |
None |
Noninterested
Trustees |
|
|
Alan C. Bowser(2) |
None |
None |
Mark R. Fetting |
None |
Over
$100,000 |
Cynthia E.
Frost |
None |
Over
$100,000 |
George J.
Gorman |
None |
Over
$100,000 |
Valerie A.
Mosley |
None |
Over
$100,000 |
Keith Quinton |
None |
Over
$100,000 |
Marcus L.
Smith |
None |
Over
$100,000 |
Susan J. Sutherland |
None |
Over
$100,000(3) |
Scott E. Wennerholm |
None |
Over
$100,000(3) |
Nancy A. Wiser |
None |
None |
(1) Ms.
Pachnanda began serving as a Trustee effective April 1, 2023. |
(2) Mr.
Bowser began serving as a Trustee effective January 3, 2023. |
(3) Includes
shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. |
As of December
31, 2022, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of
Morgan Stanley, EVD, any sub-adviser, if applicable, or any person controlling, controlled by or under common control with Morgan Stanley
or EVD or any sub-adviser, if applicable, collectively (“Affiliated Entity”).
During the
calendar years ended December 31, 2021 and December 31, 2022, no noninterested Trustee (or their immediate family members) had:
| (1) | Any
direct or indirect interest in any Affiliated Entity; |
| (2) | Any
direct or indirect material interest in any transaction or series of similar transactions
with (i) the Fund; (ii) another fund managed or distributed by any Affiliated Entity; (iii)
any Affiliated Entity; or (iv) an officer of any of the above; or |
| (3) | Any
direct or indirect relationship with (i) the Fund; (ii) another fund managed or distributed
by any Affiliated Entity; (iii) any Affiliated Entity; or (iv) an officer of any of the above. |
During the
calendar years ended December 31, 2021 and December 31, 2022, no officer of any Affiliated Entity served on the Board of Directors of
a company where a noninterested Trustee of the Fund or any of their immediate family members served as an officer.
Noninterested
Trustees may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation
Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Board member may elect to have
all or a portion of his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the
amount paid to the Board members under the Deferred Compensation Plan will be determined based upon the performance of such investments.
Deferral of Board members’ fees in accordance with the Deferred Compensation Plan will have a negligible effect on the assets,
liabilities, and net income of a participating fund or portfolio, and do not require that a participating Board member be retained. There
is no retirement plan for Board members.
Eaton Vance Tax-Managed Buy-Write Income Fund | 20 | SAI dated [____], 2023 |
The fees and
expenses of the Trustees of the Fund are paid by the Fund. A Board member who is a member of the Eaton Vance organization receives no
compensation from the Fund. During the fiscal year ended December 31, 2022, the Trustees of the Fund earned the following compensation
in their capacities as Board members from the Fund. For the year ended December 31, 2022, the Board members earned the following compensation
in their capacities as members of the Eaton Vance Fund Boards(1):
Source
of
Compensation | |
Alan
C. Bowser | |
Mark
R. Fetting | |
Cynthia
E. Frost | |
George
J. Gorman | |
Valerie
A. Mosley | |
Keith
Quinton | |
Marcus
L. Smith | |
Susan
J. Sutherland | |
Scott
E. Wennerholm | |
Nancy
A. Wiser |
Fund | |
$ | 2,170 | | |
$ | 2,577 | | |
$ | 2,577 | | |
$ | 3,292 | | |
$ | 2,577 | (2) | |
$ | 2,435 | | |
$ | 2,392 | | |
$ | 2,577 | (3) | |
$ | 2,670 | | |
$ | 2,384 | |
Fund
and Fund Complex(1) | |
$ | 350,124 | | |
$ | 414,118 | | |
$ | 414,118 | | |
$ | 529,302 | | |
$ | 414,118 | (4) | |
$ | 391,051 | | |
$ | 384,061 | | |
$ | 414,118 | (5) | |
$ | 429,142 | | |
$ | 382,811 | |
| (1) | As
of April 26, 2023, the Eaton Vance fund complex consists of 129 registered
investment companies or series thereof. Ms. Wiser began serving as Trustee effective April
4, 2022 and Mr. Bowser began serving as Trustee effective January 4, 2023. Thus the compensation
figures listed for the Fund and the Fund and Fund Complex are estimated based on amounts
each would have received if they had been Trustees for the full fiscal year ended December
31, 2022 and for the full calendar year ended December 31, 2022. William H. Park and Helen
Frame Peters each retired as a Trustee effective July 1, 2022. For the fiscal year ended
December 31, 2022, Mr. Park and Ms. Peters each received Trustees fees of $1,795 from the
Fund. For the calendar year ended December 31, 2022, they each received $293,460 from the
Fund and Fund Complex. |
| (2) | Includes
$277 of deferred compensation. |
| (3) | Includes
$1,565 of deferred compensation. |
| (4) | Includes
$30,000 of deferred compensation. |
| (5) | Includes
$164,118 of deferred compensation. |
Proxy Voting
Policy. The Board adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which the Board has delegated
proxy voting responsibility to the Adviser and Sub-Adviser and adopted the proxy voting policies and procedures of the Adviser and Sub-Adviser
(the “Adviser Policies”). An independent proxy voting service has been retained to assist in the voting of Fund proxies through
the provision of vote analysis, implementation and recordkeeping and disclosure services. The members of the Board will review the Fund’s
proxy voting records from time to time and will review annually the Adviser Policies. For a copy of the Fund Policy and the Adviser Policies,
see Appendix A, B and C, respectively. Pursuant to certain provisions of the 1940 Act relating to funds investing in other funds, a Fund
may be required or may elect to vote its interest in another fund in the same proportion as the holders of all other shares of that fund.
Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available
(1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.
INVESTMENT
ADVISORY AND OTHER SERVICES
The Investment
Adviser. Eaton Vance, its affiliates and its predecessor organizations have been managing assets since 1924 and managing mutual funds
since 1931. They maintain a large staff of experienced fixed-income, senior loan and equity investment professionals to service the needs
of their clients. The equity group covers stocks ranging from blue chip to emerging growth companies. The fixed-income group focuses
on all kinds of taxable investment-grade and high-yield securities, tax-exempt investment-grade and high-yield securities, and U.S. government
securities. The senior loan group focuses on senior floating rate loans, unsecured loans and other floating rate debt securities such
as notes, bonds and asset backed securities.
As described
in the Prospectus, upon the closing of the transaction by which Morgan Stanley acquired EVC (the “Transaction”), the Fund
entered into a new investment advisory agreement with Eaton Vance. The Fund will be responsible for all of its costs and expenses not
expressly stated to be payable by Eaton Vance under the Investment Advisory Agreement (the “Advisory Agreement”) or the Administrative
Services Agreement (the “Administration Agreement”). Effective March 1, 2021, any fee reduction agreement previously applicable
to the Fund was incorporated into its new investment advisory agreement with Eaton Vance and new investment sub-advisory agreement with
Parametric.
Pursuant to
the Advisory Agreement between the Adviser and the Fund, the Fund has agreed to pay an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross assets of the Fund. Gross assets of the Fund means total assets of the Fund,
minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable
to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility
or the issuance of debt
Eaton Vance Tax-Managed Buy-Write Income Fund | 21 | SAI dated [____], 2023 |
securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment
of collateral received for securities loaned in accordance with the Fund’s investment objectives and policies, and/or (iv) any
other means.
For the fiscal
years ended December 31, 2022, 2021 and 2020, the Fund incurred $4,168,015, $4,287,024 and $3,663,191, respectively, in advisory fees.
Pursuant to
an investment sub-advisory agreement between the Adviser and the Sub-Adviser, Eaton Vance pays compensation to the Sub-Adviser for providing
sub-advisory services to the Fund. For the fiscal years ended December 31, 2022, 2021 and 2020, the Sub-Adviser received $1,042,004,
$1,071,756 and $915,798, respectively, in sub-advisory fees.
Pursuant to
the Administration Agreement, based on the current level of compensation payable to Eaton Vance by the Fund under the Advisory Agreement,
Eaton Vance receives no compensation from the Fund in respect of the services rendered and the facilities provided as administrator under
the Administration Agreement.
The Advisory
Agreement with the Adviser continues in effect through and including the second anniversary of its execution and shall continue in full
force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved
at least annually (i) by the vote of a majority of those Trustees of the Fund who are not interested persons of the Adviser or the Fund
cast at a meeting specifically called for the purpose of voting on such approval pursuant to the requirements of the 1940 Act and (ii)
by the Fund’s Board or by vote of a majority of the outstanding voting securities of the Fund. The Administration Agreement continues
in effect through and including the second anniversary of its execution and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees
of the Fund and (ii) by the vote of a majority of those Trustees of the Fund who are not interested persons of Eaton Vance or the Fund.
Each Agreement may be terminated at any time without penalty on sixty (60) days’ written notice by either party, or by vote of
the majority of the outstanding voting securities of the Fund, and the Advisory Agreement will terminate automatically in the event of
its assignment. Each Agreement provides that the investment adviser may render services to others. Each Agreement also provides that
Eaton Vance shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under
the Agreements, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties
thereunder, and Eaton Vance shall not be liable for any losses sustained in the acquisition, holding or disposition of any security or
other investment. Each Agreement is not intended to, and does not, confer upon any person not a party to it any right, benefit or remedy
of any nature, except that the new sub-advisory agreement with Parametric (as described below) states that the Fund is a third party
beneficiary of such agreement.
The Advisory
Agreement provides that Eaton Vance may engage one or more investment sub-advisers to assist with some or all aspects of the management
of the Fund’s investments subject to such approvals as are required under the 1940 Act. Pursuant to these provisions, Eaton Vance
has engaged Parametric as a sub-adviser to structure and manage the Fund’s common stock portfolio, including tax harvesting and
other tax management techniques. The Advisory Agreement provides that Eaton Vance may terminate any sub-advisory agreement entered into
and directly assume any functions performed by the sub-adviser, upon approval of the Board of Trustees, without the need for approval
of the shareholders of the Fund.
Information
About Eaton Vance. Eaton Vance is a business trust organized under the laws of the Commonwealth of Massachusetts. EV serves
as trustee of Eaton Vance. As described in the Prospectus, following the closing of the Transaction on March 1, 2021, EV and Eaton Vance
became indirect wholly owned subsidiaries of Morgan Stanley (NYSE: MS), a preeminent global financial services firm engaged in securities
trading and brokerage activities, as well as providing investment banking, research and analysis, financing and financial advisory services.
Prior to March
1, 2021, each of EV and Eaton Vance were wholly owned subsidiaries of EVC, a Maryland corporation and publicly-held holding company,
and BMR was an indirect wholly owned subsidiary of EVC. EVC through its subsidiaries and affiliates engaged primarily in investment management,
administration and marketing activities. The Directors of EVC were Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Paula A. Johnson,
Brian D. Langstraat, Dorothy E. Puhy, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding Voting Common
Stock of EVC were deposited in a Voting Trust, the Voting Trustees of which were Mr. Faust, Paul W. Bouchey, Craig R. Brandon, Daniel
C. Cataldo, Michael A. Cirami, Cynthia J. Clemson, James H. Evans, Maureen A. Gemma, Laurie G. Hylton, Mr. Langstraat, Thomas Lee, Frederick
S. Marius, David C. McCabe, Edward J. Perkin, Lewis R. Piantedosi, Charles B. Reed, Craig P. Russ, Thomas C. Seto, John L. Shea, Eric
A. Stein, John H. Streur, Andrew N. Sveen, Payson F. Swaffield, R. Kelly Williams and Matthew J. Witkos (all of whom are or were officers
of Eaton Vance or its affiliates). The Voting Trustees had unrestricted voting rights for the election of Directors of EVC. Prior to
March 1, 2021, all of the outstanding voting trust receipts issued under said Voting Trust were owned by certain of the officers of Eaton
Vance who may also have
Eaton Vance Tax-Managed Buy-Write Income Fund | 22 | SAI dated [____], 2023 |
been officers, or officers and Directors of EVC and EV. As indicated under “Management and Organization,”
all of the officers of the Fund (as well as Mr. Faust who is also a Trustee) are employees of Eaton Vance.
The Sub-Adviser.
Parametric acts as an investment sub-adviser to the Fund subject to the supervision of the Fund’s Board of Trustees and the
Adviser and structures and manages the Fund’s common stock portfolio, including tax harvesting and other tax management techniques,
pursuant to a sub-advisory agreement between the Adviser and Parametric (the “Sub-Advisory Agreement”). Eaton Vance pays
Parametric a portion of its advisory fee for sub-advisory services provided to the Fund.
Parametric’s
principal office is located at 800 Fifth Avenue, Suite 2800, Seattle, WA 98104. Parametric is an investment manager that has been providing
investment advisory services since its formation in 1987. Headquartered in Seattle, Parametric has offices in Minneapolis, New York City,
Boston and Westport, Connecticut. On March 1, 2021, upon the closing of the Transaction, Parametric became an indirect, wholly owned
subsidiary of Morgan Stanley. Prior to March 1, 2021, Parametric was an indirect, wholly owned subsidiary of EVC. As described in the
Prospectus, upon the closing of the Transaction, Eaton Vance entered into a new investment sub-advisory agreement with Parametric.
The Sub-Advisory
Agreement with Parametric continues in effect through and including the second anniversary of its execution and shall continue in full
force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved
at least annually (i) by the Fund’s Board of Trustees or by the holders of a majority of its outstanding voting securities and
(ii) by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of any party to the Sub-Advisory
Agreement, by vote cast at a meeting called for the purpose of voting on such approval pursuant to the requirements of the 1940 Act.
The Sub-Advisory Agreement terminates automatically on its assignment and may be terminated without penalty on sixty (60) days’
written notice at the option of either the Adviser, by the Fund’s Board of Trustees or by a vote of a majority (as defined in the
1940 Act) of the Fund’s outstanding shares or by Parametric upon three (3) months’ notice. As discussed above, Eaton Vance
may terminate the Sub- Advisory Agreement with Parametric and directly assume responsibility for the services provided by Parametric
upon approval by the Board of Trustees without the need for approval of the shareholders of the Fund. The new sub-advisory agreement
with Parametric effective March 1, 2021 (as described above) states that the Fund is a third party beneficiary of such agreement.
The Sub-Advisory
Agreement with Parametric provides that in the absence of willful misfeasance, bad faith, or negligence in the performance of its duties
thereunder or any breach by the Sub-Adviser of its obligations or duties thereunder, Parametric is not liable for or subject to, any
damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered thereunder.
Code of
Ethics. The Adviser, the Sub-Adviser and the Fund have adopted codes of ethics (the “Codes of Ethics”) governing personal
securities transactions pursuant to Rule 17j-1 under the 1940 Act. Under the Codes of Ethics, employees of the Adviser and the Sub-Adviser
may purchase and sell securities (including securities held or eligible for purchase by the Fund) subject to the provisions of the Codes
of Ethics and certain employees are also subject to pre-clearance, reporting requirements and/or other procedures.
The Codes of
Ethics can be reviewed on the EDGAR Database on the SEC’s Internet site (http://www.sec.gov), or a copy of the Codes of Ethics
may be requested after paying a duplication fee by electronic mail at publicinfo@sec.gov.
Portfolio
Managers. The portfolio manager(s) of the Fund are listed below. The following table shows, as of the Fund’s most recent fiscal
year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions of
dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory
fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.
Eaton Vance Tax-Managed Buy-Write Income Fund | 23 | SAI dated [____], 2023 |
| |
Number of All Accounts | |
Total Assets of All Accounts | | |
Number of
Accounts Paying a
Performance Fee | |
Total Assets of
Accounts Paying a
Performance Fee | |
G.R. Nelson | |
| |
| | | |
| |
| | |
Registered Investment Companies | |
7 | |
$ | 5,670.9 | | |
0 | |
$ | 0 | |
Other Pooled Investment Vehicles | |
0 | |
$ | 0 | | |
0 | |
$ | 0 | |
Other Accounts | |
2 | |
$ | 2.2 | | |
0 | |
$ | 0 | |
Thomas
C. Seto(1) | |
| |
| | | |
| |
| | |
Registered Investment Companies | |
60 | |
$ | 32,135.5 | (2) | |
0 | |
$ | 0 | |
Other Pooled Investment Vehicles | |
7 | |
$ | 962.2 | | |
0 | |
$ | 0 | |
Other Accounts | |
77,249 | |
$ | 180,558.4 | (3) | |
0 | |
$ | 0 | |
| (1) | This
portfolio manager serves as portfolio manager of one or more registered investment companies that invests or may invest in one or more
underlying registered investment companies in the Eaton Vance family of funds or other pooled investment vehicles sponsored by Eaton
Vance. The underlying investment companies may be managed by this portfolio manager or another portfolio manager. |
| (2) | This
portfolio manager provides investment advice with respect to only a portion of the total
assets of certain of these accounts. Only the assets allocated to this portfolio manager
as of the Fund’s most recent fiscal year end are reflected in the table. |
| (3) | For
“Other Accounts” that are part of a wrap or model account program, the number of accounts is the number of sponsors for which
the portfolio manager provides advisory services rather than the number of individual customer accounts within each wrap or model account
program. |
The following
table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year
ended December 31, 2022 and in the Eaton Vance family of funds as of December 31, 2022.
Portfolio
Manager |
Dollar
Range of Equity
Securities
Beneficially Owned in the
Fund |
Aggregate
Dollar Range of
Equity
Securities Beneficially Owned
in the Eaton Vance Family of
Funds |
G.R. Nelson |
None |
$500,001 - $1,000,000 |
Thomas C. Seto |
None |
Over $1,000,000 |
It is possible
that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the
one hand and the investments of other accounts for which a portfolio manager is responsible on the other. For example, a portfolio manager
may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts
he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, the
portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some
cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities
held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager
in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager
will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The Adviser has adopted
several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the
investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage
allocations, cross trades and best execution.
Compensation
Structure for Eaton Vance and Parametric. The compensation structure of Eaton Vance
and its affiliates that are investment advisers (for purposes of this section “Eaton Vance”) is based on a total reward system
of base salary and incentive compensation, which is paid either in the form of cash bonus, or for employees meeting the specified deferred
compensation eligibility threshold, partially as a cash bonus and partially as mandatory deferred compensation. Deferred compensation
granted to Eaton Vance employees are generally granted as a mix of deferred cash awards under the Investment Management Alignment Plan
(IMAP) and equity-based awards in the form of stock units. The portion of incentive compensation granted in the form of a deferred compensation
award and the terms of such awards are determined annually by the Compensation, Management Development and Succession Committee of the
Board of Directors of Eaton Vance’s parent company, Morgan Stanley.
Eaton Vance Tax-Managed Buy-Write Income Fund | 24 | SAI dated [____], 2023 |
Base salary
compensation. Generally, portfolio managers and research analysts receive base salary compensation based on the level of their position
with the Adviser.
Incentive
compensation. In addition to base compensation, portfolio managers and research analysts may receive discretionary year-end compensation.
Incentive compensation may include:
| • | A
mandatory program that defers a portion of incentive compensation into restricted stock units
or other awards based on Morgan Stanley common stock or other plans that are subject to vesting
and other conditions |
| • | IMAP
is a cash-based deferred compensation plan designed to increase the alignment of participants’
interests with the interests of clients. For eligible employees, a portion of their deferred
compensation is mandatorily deferred into IMAP on an annual basis. Awards granted under IMAP
are notionally invested in referenced funds available pursuant to the plan, which are funds
advised by MSIM and its affiliates including Eaton Vance. Portfolio managers are required
to notionally invest a minimum of 40% of their account balance in the designated funds that
they manage and are included in the IMAP notional investment fund menu. |
| • | Deferred
compensation awards are typically subject to vesting over a multi-year period and are subject
to cancellation through the payment date for competition, cause (i.e., any act or omission
that constitutes a breach of obligation to the Funds, including failure to comply with internal
compliance, ethics or risk management standards, and failure or refusal to perform duties
satisfactorily, including supervisory and management duties), disclosure of proprietary information,
and solicitation of employees or clients. Awards are also subject to clawback through the
payment date if an employee’s act or omission (including with respect to direct supervisory
responsibilities) causes a restatement of the firm’s consolidated financial results,
constitutes a violation of the firm’s global risk management principles, policies and
standards, or causes a loss of revenue associated with a position on which the employee was
paid and the employee operated outside of internal control policies. |
Eaton Vance
compensates employees based on principles of pay-for-performance, market competitiveness and risk management. Eligibility for, and the
amount of any, discretionary compensation is subject to a multi-dimensional process. Specifically, consideration is given to one or more
of the following factors, which can vary by portfolio management team and circumstances:
| • | Revenue
and profitability of the business and/or each fund/account managed by the portfolio manager |
| • | Individual
contribution and performance |
| • | Contribution
to client objectives |
| • | Revenue
and profitability of the firm |
| • | Return
on equity and risk factors of both the business units and Morgan Stanley |
| • | Assets
managed by the portfolio manager |
| • | External
market conditions |
| • | New
business development and business sustainability |
| • | Team,
product and/or Eaton Vance performance |
| • | The
pre-tax investment performance of the funds/accounts managed by the portfolio manager(1)
(which may, in certain cases, be measured against the applicable benchmark(s)
and/or peer group(s) over one, three and five-year periods),(2)
provided that for funds that are tax-managed or otherwise have an objective
of after-tax returns, performance net of taxes will be considered |
Further, the
firm’s Global Incentive Compensation Discretion Policy requires compensation managers to consider only legitimate, business related
factors when exercising discretion in determining variable incentive compensation, including adherence to Morgan Stanley’s core
values, conduct, disciplinary actions in the current performance year, risk management and risk outcomes.
| (1) | Generally,
this is total return performance, provided that consideration may also be given to relative
risk-adjusted performance. |
| (2) | When
a fund’s peer group as determined by Lipper or Morningstar is deemed by the relevant
Eaton Vance Chief Investment Officer, or in the case of the sub-advised Funds, the Director
of Product Development and Sub-Advised Funds, not to provide a fair comparison, performance
may instead be evaluated primarily against a custom peer group or market index. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 25 | SAI dated [____], 2023 |
Investment
Advisory Services. Under the general supervision of the Fund’s Board, Eaton Vance will carry out the investment and reinvestment
of the assets of the Fund, will furnish continuously an investment program with respect to the Fund, will determine which securities
should be purchased, sold or exchanged, and will implement such determinations and will supervise the overall activities of the Sub-Adviser.
Eaton Vance will furnish to the Fund investment advice and provide related office facilities and personnel for servicing the investments
of the Fund. Eaton Vance will compensate all Trustees and officers of the Fund who are members of the Eaton Vance organization, and will
also compensate all other Eaton Vance personnel who provide research and investment services to the Fund.
Commodity
Futures Trading Commission Registration. The Commodity Futures Trading
Commission (“CFTC”) has adopted regulations that subject registered investment companies and advisers to regulation by the
CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options
and swaps agreements) or markets itself as providing investment exposure to such instruments. The Adviser has claimed an exclusion from
the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund.
Accordingly, neither the Fund nor the Adviser or Sub-Adviser with respect to the operation of the Fund is subject to registration
or regulation as a commodity pool operator under the Commodity Exchange Act. Because of their management of other strategies, Eaton
Vance and Parametric are registered with the CFTC as commodity pool operators with respect to their management of those other strategies.
Eaton Vance and Parametric are also registered as commodity trading advisors. The CFTC has neither reviewed nor approved the Fund’s
investment strategies or this SAI.
Administrative
Services. Eaton Vance serves as administrator of the Fund under an Administrative Services Agreement (the “Administration Agreement”),
but currently receives no compensation for providing administrative services to the Fund. Under the Administration Agreement, Eaton Vance
has been engaged to administer the Fund’s affairs, subject to the supervision of the Board, and shall furnish office space and
all necessary office facilities, equipment and personnel for administering the affairs of the Fund.
DETERMINATION
OF NET ASSET VALUE
The net asset
value of the Fund is determined by State Street Bank and Trust Company (as agent and custodian) by subtracting the liabilities of the
Fund from the value of its total assets. The Fund is closed for business and will not issue a net asset value on the following
business holidays and any other business day that the New York Stock Exchange (the “Exchange”) is closed: New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.
The Board has
approved procedures pursuant to which investments are valued for purposes of determining the Fund’s net asset value. Listed below
is a summary of the methods generally used to value investments (some or all of which may be held by the Fund) under the procedures.
| ● | Equity
securities (including common stock, exchange-traded funds, closed end funds, preferred equity
securities, exchange-traded notes and other instruments that trade on recognized stock exchanges)
are valued at the last sale, official close or, if there are no reported sales, at the mean
between the bid and asked price on the primary exchange on which they are traded. |
| ● | Most
debt obligations are valued on the basis of market valuations furnished by a pricing service
or at the mean of the bid and asked prices provided by recognized broker/dealers of such
securities. The pricing service may use a pricing matrix to determine valuation. |
| ● | Short-term
instruments with remaining maturities of less than 397 days are valued on the basis of market
valuations furnished by a pricing service or based on dealer quotations. |
| ● | Foreign
securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations
supplied by a pricing service. |
| ● | Senior
and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing
service uses transactions and market quotations from brokers in determining values. |
| ● | Futures
contracts are valued at the settlement or closing price on the primary exchange or board
of trade on which they are traded. |
| ● | Exchange-traded
options are valued at the mean of the bid and asked prices. Over-the-counter options are
valued based on quotations obtained from a pricing service or from a broker (typically the
counterparty to the option). |
| ● | Non-exchange
traded derivatives (including swap agreements, forward contracts and equity participation
notes) are generally valued on the basis of valuations provided by a pricing service or using
quotes provided by a broker/dealer (typically the counterparty) or, for total return swaps,
based on market index data. |
| ● | Precious
metals are valued at the New York Composite mean quotation. |
| ● | Liabilities
with a payment or maturity date of 364 days or less are stated at their principal value and
longer dated liabilities generally will be carried at their fair value. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 26 | SAI dated [____], 2023 |
| ● | Valuations
of foreign equity securities and total return swaps and exchange-traded futures contracts
on non-North American equity indices are generally based on the fair valuation provided by
a pricing service. |
Investments
which are unable to be valued in accordance with the foregoing methodologies are valued using fair value methods by the investment adviser(s)
as the Fund’s “valuation designee” pursuant to Rule 2a-5 of the 1940 Act. The investment adviser(s), as valuation designee,
is responsible for establishing fair valuation methodologies and making fair value determinations on behalf of the Funds for those portfolio
securities for which no readily available market quotations exist (or for which market quotations are not reliable) and for other Fund
investments that are not securities. Such fair value methodologies may include consideration of relevant factors, including but not limited
to (i) the type of security and the existence of any contractual restrictions on the security’s disposition; (ii) the price and
extent of public trading in similar securities of the issuer or of comparable companies or entities; (iii) quotations or relevant information
obtained from broker-dealers or other market participants; (iv) information obtained from the issuer, analysts, and/or the appropriate
stock exchange (for exchange-traded securities); (v) an analysis of the company’s or entity’s financial statements; (vi)
an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; (vii) any transaction
involving the issuer of such securities; and (viii) any other factors deemed relevant by the investment adviser. For purposes of fair
valuation, the portfolio managers of one fund managed by the investment adviser(s) that invests in Senior and Junior Loans may not possess
the same information about a Senior or Junior Loan as the portfolio managers of another fund managed by the investment adviser(s). As
such, at times the fair value of a Loan determined by certain portfolio managers of the investment adviser(s) may vary from the fair
value of the same Loan determined by other portfolio managers.
PORTFOLIO
TRADING
Decisions concerning
the execution of portfolio security transactions, including the selection of the market and the broker-dealer firm, or other financial
intermediary (each an “intermediary”), are made by the investment adviser. The Fund is responsible for the expenses associated
with its portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts
managed by it. The investment adviser places the portfolio security transactions for execution with one or more intermediaries. The investment
adviser uses its best efforts to obtain execution of portfolio security transactions at prices that in the investment adviser’s
judgment are advantageous to the client and at a reasonably competitive spread or (when a disclosed commission is being charged) at reasonably
competitive commission rates. In seeking such execution, the investment adviser will use its best judgment in evaluating the terms of
a transaction, and will give consideration to various relevant factors, which may include, without limitation, the full range and quality
of the intermediary’s services, responsiveness of the intermediary to the investment adviser, the size and type of the transaction,
the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for
the transaction, the general execution and operational capabilities of the intermediary, the reputation, reliability, experience and
financial condition of the intermediary, the value and quality of the services rendered by the intermediary in this and other transactions,
and the amount of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Research Services
(as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for the Fund
and is otherwise in compliance with applicable law. The investment adviser may engage in portfolio transactions with an intermediary
that sells shares of Eaton Vance funds, provided such transactions are not directed to that intermediary as compensation for the promotion
or sale of such shares.
As described
in the Prospectus, following the closing of the Transaction on March 1, 2021, the investment adviser became an “affiliated person,”
as defined in the 1940 Act, of Morgan Stanley and its affiliates, including certain intermediaries (as previously defined). As a result,
the investment adviser is subject to certain restrictions regarding transactions with Morgan Stanley-affiliated intermediaries, as set
forth in the 1940 Act. Under certain circumstances, such restrictions may limit the investment adviser’s ability to place portfolio
transactions on behalf of the Fund at the desired time or price. Any transaction the investment adviser enters into with a Morgan
Stanley-affiliated intermediary on behalf of the Fund will be done in compliance with applicable laws, rules, and regulations; will
be subject to any restrictions contained in the Fund’s investment advisory agreement; will be subject to the investment adviser’s
duty to seek best execution; and, will comply with any applicable policies and procedures of the investment adviser, as described below.
Subject to
the overriding objective of obtaining the best execution of orders and applicable rules and regulations, as described above, the Fund
may use an affiliated intermediary, including a Morgan Stanley-affiliated intermediary, to effect Fund portfolio transactions, including
transactions in futures contracts and options on futures contracts, under procedures adopted by the Board. In order to use such affiliated
intermediaries, the Fund’s Board must approve and periodically review procedures reasonably designed to ensure that commission
rates and other remuneration paid to the affiliated intermediaries are fair and reasonable in comparison to those of other intermediaries
for comparable transactions involving similar securities being purchased or sold during a comparable time period.
Eaton Vance Tax-Managed Buy-Write Income Fund | 27 | SAI dated [____], 2023 |
Pursuant to
an order issued by the SEC, the Fund is permitted to engage in principal transactions in money market instruments, subject
to certain conditions, with Morgan Stanley & Co. LLC, a broker-dealer affiliated with Morgan Stanley. Since March 1, 2021, the Fund
did not effect any principal transactions with any broker-dealer affiliated with Morgan Stanley.
Transactions
on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among
different broker-dealer firms, and a particular broker-dealer may charge different commissions according to such factors as the difficulty
and size of the transaction and the volume of business done with such broker-dealer. Transactions in foreign securities often involve
the payment of brokerage commissions, which may be higher than those in the United States. There is generally no stated commission in
the case of securities traded in the over-the-counter markets including transactions in fixed-income securities which are generally purchased
and sold on a net basis (i.e., without commission) through intermediaries and banks acting for their own account rather than as brokers.
Such intermediaries attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the
market for such obligations, and the difference between the bid and asked price is customarily referred to as the spread. Fixed-income
transactions may also be transacted directly with the issuer of the obligations. In an underwritten offering the price paid often includes
a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security
transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions
exceeding those which another firm might charge may be paid to intermediaries who were selected to execute transactions on behalf of
the investment adviser’s clients in part for providing brokerage and research services to the investment adviser as permitted by
applicable law.
Pursuant to
the safe harbor provided in Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”) and to the
extent permitted by other applicable law, a broker or dealer who executes a portfolio transaction on behalf of the investment adviser
client may receive a commission that is in excess of the amount of commission another broker or dealer would have charged for effecting
that transaction if the investment adviser determines in good faith that such compensation was reasonable in relation to the value of
the brokerage and research services provided. This determination may be made on the basis of either that particular transaction or on
the basis of the overall responsibility which the investment adviser and its affiliates have for accounts over which they exercise investment
discretion. “Research Services” as used herein includes any and all brokerage and research services to the extent permitted
by Section 28(e) and other applicable law. Generally, Research Services may include, but are not limited to, such matters as research,
analytical and quotation services, data, information and other services products and materials which assist the investment adviser in
the performance of its investment responsibilities. More specifically, Research Services may include general economic, political, business
and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, technical
analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio
transactions, certain financial, industry and trade publications, certain news and information services, and certain research oriented
computer software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment
adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer, to the extent permitted
by applicable law. Any such Research Service may be broadly useful and of value to the investment adviser in rendering investment advisory
services to all or a significant portion of its clients, or may be relevant and useful for the management of only one client’s
account or of a few clients’ accounts, or may be useful for the management of merely a segment of certain clients’ accounts,
regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained.
The investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and, to
the extent permitted by applicable law, may attempt to allocate sufficient portfolio security transactions to such firms to ensure the
continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory
services to its clients. The investment adviser may also receive brokerage and Research Services from underwriters and dealers in fixed-price
offerings, when permitted under applicable law.
Research Services
provided by (and produced by) broker-dealers that execute portfolio transactions or from affiliates of executing broker-dealers are referred
to as “Proprietary Research.” Except for trades executed in jurisdictions where such consideration is not permissible, the
investment adviser may and does consider the receipt of Proprietary Research Services as a factor in selecting broker dealers to execute
client portfolio transactions, provided it does not compromise the investment adviser’s obligation to seek best overall execution.
In jurisdictions where permissible, the investment adviser also may consider the receipt of Research Services under so called “client
commission arrangements” or “commission sharing arrangements” (both referred to as “CCAs”) as a factor
in selecting broker dealers to execute transactions, provided it does not compromise the investment adviser’s obligation to seek
best overall execution. Under a CCA arrangement, the investment adviser may cause client accounts to effect transactions through a broker-dealer
and request that the broker-dealer allocate a portion of the commissions paid on those transactions to a pool of commission credits that
are paid to other firms that provide Research Services to the investment adviser. Under a CCA, the broker-
Eaton Vance Tax-Managed Buy-Write Income Fund | 28 | SAI dated [____], 2023 |
dealer that provides the Research
Services need not execute the trade. Participating in CCAs may enable the investment adviser to consolidate payments for research using
accumulated client commission credits from transactions executed through a particular broker-dealer to periodically pay for Research
Services obtained from and provided by other firms, including other broker-dealers that supply Research Services. The investment adviser
believes that CCAs offer the potential to optimize the execution of trades and the acquisition of a variety of high quality Research
Services that the investment adviser might not be provided access to absent CCAs. The investment adviser may enter into CCA arrangements
with a number of broker-dealers and other firms, including certain affiliates of the investment adviser. The investment adviser will
only enter into and utilize CCAs to the extent permitted by Section 28(e) and other applicable law.
The EU’s
Markets in Financial Instruments Directive II (“MiFID II”), which became effective January 3, 2018, requires investment advisers
regulated under MiFID II to pay for research services separately from trade execution services, either through their own resources or
a research payment account funded by a specific charge to a client. Following its withdrawal from the EU, the United Kingdom adopted
many of the provisions of MiFID II, and investment managers in the United Kingdom are required to comply with certain MiFID II equivalent
requirements in accordance with rules and guidance issued by the Financial Conduct Authority.
Although the
Adviser is not directly subject to the provisions of MiFID II, certain of its affiliated advisers are subject to MiFID II or equivalent
requirements under the law of the United Kingdom, such as Morgan Stanley Investment Management Limited and Eaton Vance Advisers International
Ltd (collectively, the “Affiliated Advisers”); accordingly, as applicable, the Adviser makes a reasonable valuation and allocation
of the cost of research services as between MiFID II client accounts and other accounts that are able to participate in CSAs, and the
Affiliated Adviser will pay for research services received with respect to MiFID II client accounts from its own resources.
The investment
companies sponsored by the investment adviser or certain of its affiliates also may allocate brokerage commissions to acquire information
relating to the performance, fees and expenses of such companies and other investment companies, which information is used by the members
of the Board of such companies to fulfill their responsibility to oversee the quality of the services provided to various entities, including
the investment adviser, to such companies. Such companies may also pay cash for such information.
Securities
considered as investments for the Fund may also be appropriate for other investment accounts managed by the investment adviser or certain
of its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of such other accounts simultaneously,
the investment adviser will allocate the security transactions (including “new” issues) in a manner which it believes to
be equitable under the circumstances. As a result of such allocations, there may be instances where the Fund will not participate in
a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally
be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio
managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with
specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in
odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the investment adviser reasonably determines
that departure from a pro rata allocation is advisable. While these aggregation and allocation policies could have a detrimental effect
on the price or amount of the securities available to the Fund from time to time, it is the opinion of the members of the Board that
the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following
table shows brokerage commissions paid during the fiscal years ended December 31, 2022, 2021 and 2020, as well as the amount of Fund
security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the
investment adviser or its affiliates (see above), and the commissions paid in connection therewith. The Fund did not pay any amount in brokerage
commissions to affiliated brokers (including Morgan Stanley affiliated brokers) during the past three fiscal years.
Fiscal
Year End |
Brokerage
Commission Paid |
Amount
of Transactions Directed to Firms
Providing Research |
Commissions
Paid on Transactions
Directed to Firms Providing Research |
December
31, 2022 |
$
14,228 |
$
164,079,091 |
$
13,499 |
December
31, 2021 |
$
5,337 |
|
|
December
31, 2020 |
$
13,574 |
|
|
During the
fiscal year ended December 31, 2022, the Fund held no securities of its “regular brokers or dealers”, as that term is defined
in Rule 10b-1 of the 1940 Act.
Eaton Vance Tax-Managed Buy-Write Income Fund | 29 | SAI dated [____], 2023 |
TAXES
The Fund has
elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under the Internal Revenue
Code of 1986, as amended (the “Code”).
Accordingly,
the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute
substantially all of its net investment income and net capital gains, if any, (after reduction by any available capital loss carryforwards)
in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any U.S. federal
income or excise tax. To the extent it qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements,
the Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends.
To qualify as a
RIC for U.S. federal income tax purposes, the Fund must derive at least 90% of its annual gross income from dividends, interest, payments
with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other
income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing
in stock, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership (a partnership
(a) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial
equivalent thereof and (b) that derives less than 90% of its income from the qualifying income described above). The Fund must also distribute
to its shareholders at least the sum of 90% of its investment company taxable income (as that term is defined in the Code, but determined
without regard to the deduction for dividends paid) and 90% of its net tax-exempt interest income for each taxable year.
The Fund must
also satisfy certain requirements with respect to the diversification of its assets. The Fund must have, at the close of each quarter
of its taxable year, at least 50% of the value of its total assets represented by cash and cash items, U.S. government securities, securities
of other RICs, and other securities that, in respect of any one issuer, do not represent more than 5% of the value of the total assets
of the Fund or more than 10% of the outstanding voting securities of that issuer. In addition, at the close of each quarter of its taxable
year, not more than 25% of the value of the Fund’s assets may be invested, including through corporations in which the Fund owns
a 20% or more voting stock interest, in securities (other than U.S. government securities or the securities of other RICs) of any one
issuer, or of two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or related
trades or businesses, or of one or more qualified publicly traded partnerships.
If the Fund
were to fail to meet the income, diversification or distribution test described above, the Fund could in some cases cure such failure,
including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund were
ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC for such
year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including
distributions of net capital gain (if any), will be taxable to the shareholder as ordinary income. Such distributions may be eligible
to be treated as qualified dividend income with respect to shareholders who are individuals, and may be eligible for the dividends-received
deduction (“DRD”) in the case of shareholders taxed as corporations, provided, in both cases, the shareholder meets
certain holding period and other requirements in respect of the Fund’s shares. In order to requalify for taxation as a RIC, the
Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.
Distributions
are taxable as described herein regardless of whether shareholders receive them in cash or in additional shares of the Fund.
Distributions
of investment income and net gains from investments held for one year or less will be taxable as ordinary income. Distributions of net
gains from investments held for more than one year are generally taxable as long-term capital gains. Taxes on distributions of capital
gains are determined by how long the Fund owned (or is treated as having owned) the investments that generated the gains, rather than
how long a shareholder has owned his or her shares in the Fund. Distributions of investment income properly reported by the Fund as derived
from qualified dividend income will be taxable to shareholders at the rates applicable to long-term capital gains, provided holding period
and other requirements are met at both the shareholder and the Fund level (as described below).
“Qualified
dividend income” received by an individual is generally taxed at the rates applicable to long-term capital gain. In order for a
dividend received by Fund shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with
respect to the dividend-paying stock in its portfolio and the shareholders must meet holding period and other requirements with respect
to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1)
if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the
date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under
an obligation (whether
Eaton Vance Tax-Managed Buy-Write Income Fund | 30 | SAI dated [____], 2023 |
pursuant to a short sale or otherwise) to
make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the
dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend
is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the U.S. (with
the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the U.S.)
or (b) treated as a passive foreign investment company (“PFIC”). Payments in lieu of dividends, such as payments pursuant
to securities lending arrangements, also do not qualify to be treated as qualified dividend income. There can be no assurance as to what
portion of the Fund’s distributions will qualify for treatment as qualified dividend income.
A portion
of distributions made by the Fund which are derived from dividends from U.S. corporations may qualify for the DRD in the case of corporate
shareholders. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed
under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days
(more than 90 days in the case of certain preferred stock) during the 91-day period beginning 45 days before the ex-dividend date (during
the 181-day period beginning 90 days before such date in the case of certain preferred stock) or if the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related
property. Payments in lieu of dividends, such as payments pursuant to securities lending arrangements, also do not qualify for the DRD.
Distributions of net capital gain, if any, designated as capital gains
dividends are taxable to a shareholder as long-term capital gain, regardless of how long the shareholder has held Fund shares. The Internal
Revenue Service (“IRS”) and the Department of the Treasury have issued regulations that impose special rules in respect of
capital gain dividends received through partnership interests constituting “applicable partnership interests” under Section
1061 of the Code.
A distribution of an amount in excess of the Fund’s current and
accumulated earnings and profits will be treated by a shareholder as a return of capital which is applied against and reduces the shareholder’s
basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her
shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares.
The Fund may elect to retain its net capital gain or a portion thereof
for investment and be taxed at corporate rates on the amount retained. The Fund is permitted to designate the retained amount as undistributed
capital gain in a timely notice to its shareholders who would then, in turn, be (i) required to include in income for U.S. federal income
tax purposes, as long-term capital gain, their proportionate shares of such undistributed amount, and (ii) entitled to credit their proportionate
shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim
refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for
U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund would be increased by an amount equal to
the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of
the preceding sentence and the tax deemed paid by the shareholder under clause (ii) in the preceding sentence. The Fund is not required
to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable
year.
The Fund also seeks to avoid the imposition of a federal excise tax
on its ordinary income and net capital gain. In order to avoid incurring a federal excise tax obligation, the Code requires that a RIC
distribute (or be deemed to have distributed) by December 31 of each calendar year an amount at least equal to the sum of (i) 98% of its
ordinary income (not including tax-exempt income) for such year, (ii) 98.2% of its net capital gain, generally computed on the basis of
the one-year period ending on October 31 of such year, and (iii) 100% of any ordinary income and net capital gains from the prior year
(as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If the Fund fails to
meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. For the foregoing purposes,
a RIC is treated as having distributed any amount on which it is subject to income tax for any tax year ending in such calendar year.
Upon the sale or other disposition of shares of the Fund which a shareholder
holds as a capital asset, such shareholder will generally recognize gain or loss in an amount equal to the difference between the shareholder’s
adjusted tax basis in the shares sold and the sale proceeds. If the shares are held as a capital asset, the gain or loss will be a capital
gain or loss.
Any loss realized upon the sale or exchange of Fund shares with a holding
period of six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received with respect
to such shares.
Eaton Vance Tax-Managed Buy-Write Income Fund | 31 | SAI dated [____], 2023 |
In addition, all or a portion of a loss realized on a sale or other
disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquires other shares of
the same Fund (whether through the reinvestment of distributions or otherwise) within a period of 61 days beginning 30 days before and
ending 30 days after the date of disposition of the shares. Any disallowed loss will result in an adjustment to the shareholder’s
tax basis in some or all of the other shares acquired.
Sales charges paid upon a purchase of shares cannot be taken into account
for purposes of determining gain or loss on a sale of the shares before the 91st day after their purchase to the extent a sales charge
is reduced or eliminated in a subsequent acquisition of shares of the Fund (or of another fund), during the period beginning on the date
of such sale and ending on January 31 of the calendar year following the calendar year in which the sale was made, pursuant to the reinvestment
or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholder’s tax basis in some or all of any
other shares acquired.
The net investment income of certain U.S. individuals, estates and trusts
is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on the lesser of the “net investment income” and
the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes, among
other things, interest, dividends, gross income and capital gains derived from passive activities and trading in securities or commodities.
Net investment income is reduced by deductions “properly allocable” to this income.
Dividends and distributions on the Fund’s shares are generally
subject to federal income tax as described herein, even though such dividends and distributions may economically represent a return of
a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the
Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required
to be distributed even when the Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October,
November or December and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which
they were declared. In addition, certain other distributions made after the close of a taxable year of the Fund may be “spilled
back” and treated as paid by the Fund (except for purposes of the non-deductible 4% federal excise tax) during such taxable year.
In such case, shareholders will be treated as having received such dividends in the taxable year in which the distributions were actually
made.
The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.
The benefits of the reduced tax rates applicable to long-term capital
gains and qualified dividend income may be impacted by the application of the alternative minimum tax to individual shareholders.
From time to time, the Fund may make a tender offer for its shares.
Shareholders who tender all shares held, or considered to be held, by them will generally be treated as having sold their shares and generally
will realize a capital gain or loss. If a shareholder tenders fewer than all of its shares, such shareholder may be treated as having
received a distribution under Section 301 of the Code (“Section 301 distribution”) unless the redemption is treated as being
either (i) “substantially disproportionate” with respect to such shareholder or (ii) otherwise “not essentially equivalent
to a dividend” under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise
to a capital gain or loss, but rather is treated as a dividend to the extent supported by the Fund’s current and accumulated earnings
and profits, with the excess treated as a return of capital reducing the shareholder’s tax basis in Fund shares, and thereafter
as capital gain. Where a redeeming shareholder is treated as receiving a dividend, there is a risk that non-tendering shareholders whose
interests in the Fund increase as a result of such tender will be treated as having received a taxable distribution from the Fund. The
extent of such risk will vary depending upon the particular circumstances of the tender offer, in particular whether such offer is a single
and isolated event or is part of a plan for periodically redeeming the shares of the Fund; if isolated, any such risk is likely remote.
The tax treatment of certain positions entered into by the Fund (including
regulated futures contracts, certain foreign currency positions and certain listed non-equity options) will be governed by Section 1256
of the Code (“Section 1256 contracts”). Code Section 1256 generally requires any gain or loss arising from a Section 1256
contract to be treated as 60% long-term and 40% short-term capital gain or loss, although certain foreign currency gains and losses from
such contracts may be treated as ordinary in character. In addition, the Fund generally will be required to “mark to market”
(i.e., treat as sold for fair market value) each Section 1256 contract which it holds at the close of each taxable year (and for purposes
of the 4% excise tax, on certain other dates as prescribed by the Code). If a Section 1256 contract held by the Fund at the end of a taxable
year is sold in the following year, the amount of any gain or loss realized on such sale will be adjusted to reflect the gain or loss
previously taken into account under the “mark to market” rules.
Eaton Vance Tax-Managed Buy-Write Income Fund | 32 | SAI dated [____], 2023 |
The Code contains special rules that apply to “straddles,”
defined generally as the holding of “offsetting positions with respect to personal property.” For example, the straddle rules
normally apply when a taxpayer holds stock and an offsetting option with respect to such stock or substantially identical stock or securities.
In general, investment positions will be offsetting if there is a substantial diminution in the risk of loss from holding one position
by reason of holding one or more other positions. Under certain circumstances, the Fund may enter into options transactions or certain
other investments that may constitute positions in a straddle. If two or more positions constitute a straddle, recognition of a realized
loss from one position must generally be deferred to the extent of unrecognized gain in an offsetting position. In addition, long-term
capital gain may be recharacterized as short-term capital gain, or short-term capital loss as long-term capital loss. Interest and other
carrying charges allocable to personal property that is part of a straddle are not currently deductible but must instead be capitalized.
Similarly, “wash sale” rules apply to prevent the recognition of loss by the Fund from the disposition of stock or securities
at a loss in a case in which identical or substantially identical stock or securities (or an option to acquire such property) is or has
been acquired within a prescribed period.
The Code allows a taxpayer to elect to offset gains and losses from
positions that are part of a “mixed straddle.” Generally a “mixed straddle” is a straddle in which one or more
but not all positions are Section 1256 contracts. The Fund may be eligible to elect to establish one or more mixed straddle accounts for
certain of its mixed straddle trading positions. The mixed straddle account rules require a daily “marking to market” of all
open positions in the account and a daily netting of gains and losses from all positions in the account. At the end of a taxable year,
the annual net gains or losses from the mixed straddle account are recognized for tax purposes. The net capital gain or loss is treated
as 60% long-term and 40% short-term capital gain or loss if attributable to the Section 1256 contract positions, or all short-term capital
gain or loss if attributable to the non-Section 1256 contract positions.
The Fund may recognize gain (but not loss) from a constructive sale
of certain “appreciated financial positions” if the Fund enters into a short sale, offsetting notional principal contract,
or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions
subject to this constructive sale treatment include interests (including options and forward contracts and short sales) in stock and certain
other instruments. Constructive sale treatment does not apply if the transaction is closed out not later than thirty days after the end
of the taxable year in which the transaction was initiated, and the underlying appreciated securities position is held unhedged for at
least the next sixty days after the hedging transaction is closed.
Gain or loss from a short sale of property is generally considered as
capital gain or loss to the extent the property used to close the short sale constitutes a capital asset in the Fund’s hands. Except
with respect to certain situations where the property used to close a short sale has a long-term holding period on the date the short
sale is entered into, gains on short sales generally are short-term capital gains. A loss on a short sale will be treated as a long-term
capital loss if, on the date of the short sale, “substantially identical property” has been held by the Fund for more than
one year. In addition, these rules may also terminate the running of the holding period of “substantially identical property”
held by the Fund.
Gain or loss on a short sale will generally not be realized until such
time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds a short sale
position with respect to securities that has appreciated in value, and it then acquires property that is the same as or substantially
identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property as if the short sale
were closed on such date with such property. Similarly, if the Fund holds an appreciated financial position with respect to securities
and then enters into a short sale with respect to the same or substantially identical property, the Fund generally will recognize gain
as if the appreciated financial position were sold at its fair market value on the date it enters into the short sale. The subsequent
holding period for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position
were acquired on the date of the constructive sale.
The Fund’s transactions in futures contracts and options will
be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund
(i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate recognition of income to
the Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders.
These provisions also (a) may require the Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as
if they were closed out), and (b) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts
necessary to satisfy the 90% distribution requirement for qualifying to be taxed as a RIC and the 98% and 98.2% distribution requirements
for avoiding excise taxes.
Further, certain of the Fund’s investment practices are subject
to special and complex federal income tax provisions that may, among other things, (i) convert dividends that would otherwise constitute
qualified dividend income into short-term capital gain or ordinary income taxed at the higher rate applicable to ordinary income, (ii)
treat dividends that would otherwise be eligible for the corporate DRD as ineligible for such treatment, (iii) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (iv) convert long-term capital gain into short-term capital gain or ordinary income,
(v) convert an ordinary loss or deduction into a capital loss (the deductibility of which is more limited), (vi) cause
Eaton Vance Tax-Managed Buy-Write Income Fund | 33 | SAI dated [____], 2023 |
the Fund to recognize
income or gain without a corresponding receipt of cash, (vii) adversely affect the time as to when a purchase or sale of stock or securities
is deemed to occur, (viii) adversely alter the characterization of certain complex financial transactions, and (ix) produce income that
will not constitute qualifying income for purposes of the 90% annual gross income requirement described above.
Dividends and interest received, and gains realized, by the Fund on
foreign securities may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions (collectively
“foreign taxes”) that would reduce the return on its securities. Tax conventions between certain countries and the United
States, however, may reduce or eliminate foreign taxes. Shareholders will generally not be entitled to claim a credit or deduction with
respect to foreign taxes paid by the Fund.
The Fund may invest in the stock of PFICs. A PFIC is any foreign
corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances,
the Fund will be subject to federal income tax on a portion of any “excess distribution” received on the stock of a PFIC or
of any gain from disposition of that stock (collectively “PFIC income”), plus interest thereon, even if the Fund distributes
the PFIC income as a taxable dividend to its shareholders.
If the Fund invests in a PFIC and elects to treat the PFIC as a “qualified
electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Fund will be required to include
in income each year its pro rata share of the QEF’s annual ordinary earnings and net capital gain, which it may have to distribute
to satisfy the distribution requirement and avoid imposition of the excise tax, even if the QEF does not distribute those earnings and
gain to the Fund. There can be no assurance that the Fund will be able to make a QEF election with respect to any investment in a PFIC.
The Fund may elect to “mark to market” its stock in any
PFIC. “Marking-to-market,” in this context, means including in ordinary income each taxable year the excess, if any, of the
fair market value of a PFIC’s stock over the Fund’s adjusted basis therein as of the end of that year. Pursuant to the election,
the Fund also would be allowed to deduct (as an ordinary, not capital, loss) the excess, if any, of its adjusted basis in PFIC stock over
the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains (reduced by any prior
deductions) with respect to that stock included by the Fund for prior taxable years under the election. The Fund’s adjusted basis
in each PFIC’s stock with respect to which it has made this election will be adjusted to reflect the amounts of income included
and deductions taken thereunder.
Under Section 988 of the Code, gains or losses attributable to fluctuations
in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency
and the time the Fund actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or
loss.
Amounts paid by the Fund to individuals and certain other shareholders
who have not provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications required
by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker may be subject
to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well
as the gross proceeds of sales of shares. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding
rules from payments made to a shareholder may be refunded or credited against such shareholder’s federal income tax liability, if
any, provided that the required information is timely furnished to the IRS and such shareholder makes
a timely filing of an appropriate tax return or refund claim.
Distributions by the Fund to shareholders that are not “U.S. persons”
within the meaning of the Code (“foreign shareholders”) properly reported by the Fund as (1) capital gain dividends, (2) short-term
capital gain dividends, and (3) interest-related dividends, as defined and subject to certain conditions described below, generally are
not subject to withholding of U.S. federal income tax.
In general, the Code defines (1) “short-term capital gain dividends”
as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends”
as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly
by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by the Fund in a written
notice to shareholders. The exceptions to withholding for capital gain dividends and short-term capital gain dividends do not apply to
(A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days
or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the
conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S.
real property interests. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder
(A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend
is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C)
that is within certain foreign
Eaton Vance Tax-Managed Buy-Write Income Fund | 34 | SAI dated [____], 2023 |
countries that have inadequate information exchange with the United States, or (D) to the extent the dividend
is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled
foreign corporation. The Fund is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends
as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even
if the Fund reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. Foreign
shareholders should contact their intermediaries regarding the application of these rules to their accounts.
If the Fund invests in a RIC that pays capital gain dividends, short-term
capital gain dividends or interest-related dividends to the Fund, such distributions retain their character as not being subject to withholding
if properly reported when paid by the Fund to foreign shareholders.
Foreign shareholders with respect to whom income from the Fund is effectively
connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal
income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations,
regardless of whether such income is received in cash or reinvested in shares of the Fund and, in the case of a foreign corporation, may
also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected
income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment
maintained by the shareholder in the United States. More generally, foreign shareholders who are residents in a country with an income
tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Distributions by the Fund to foreign shareholders other than capital gain dividends, short-term capital gain dividends, and interest-related
dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest
income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income
tax at a rate of 30% (or lower applicable treaty rate).
A foreign shareholder is not, in general, subject to U.S. federal income
tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of the Fund unless (i) such gain is effectively
connected with the conduct by the foreign shareholder of a trade or business within the United States, (ii) in the case of a foreign shareholder
that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or more during the
year of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange
of “U.S. real property interests” apply to the foreign shareholder’s sale of shares of the Fund.
In order to qualify for any exemptions from withholding described above
or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder
must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS
Form W-8BEN, W-8BEN-E or substitute form). Foreign shareholders should consult their tax advisors in this regard.
Special rules (including withholding and reporting requirements) apply
to foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts
and estates. Investors holding Fund shares through foreign entities should consult their tax advisors about their particular situation.
Any investment by the Fund in equity securities of a real estate investment
trust (“REIT”) qualifying as such under Subchapter M of the Code may result in the Fund’s receipt of cash in excess
of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund
shareholders for U.S. federal income tax purposes. Dividends received by the Fund from a REIT will not qualify for the corporate DRD and
generally will not constitute qualified dividend income.
Distributions by the Fund to its shareholders that the Fund properly
reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified
REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are permitted a federal income tax deduction equal
to 20% of qualified REIT dividends received by them, subject to certain limitations. Very generally, a “section 199A dividend”
is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends
are properly reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated as a qualified REIT
dividend only if the shareholders receiving such dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day period
beginning 45 days before the shares become ex-dividend, and is not under an obligation to make related payments with respect to a position
in substantially similar or related property. The Fund is permitted to report such part of its dividends as section 199A dividends as
are eligible, but is not required to do so.
If a shareholder realizes a loss on a disposition of the Fund’s
shares in any single tax year of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder,
or, in any combination of tax years, $4 million or more for an individual shareholder or $20 million or more for a corporate shareholder,
the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases
excepted from this
Eaton Vance Tax-Managed Buy-Write Income Fund | 35 | SAI dated [____], 2023 |
reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend
the current exception from this reporting requirement to shareholders of most or all RICs.
Code Sections 1471 through 1474 and the U.S. Treasury Regulations
and IRS guidance issued thereunder (collectively, “FATCA”) generally require the Fund to obtain information sufficient
to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an
“IGA”) between the United States and a foreign government. If a shareholder of the Fund fails to provide the requested
information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30%
with respect to that shareholder on ordinary dividends it pays. The IRS and the Department of the Treasury have issued proposed
regulations providing that these withholding rules will not apply to the gross proceeds of share redemptions or capital gain
dividends the Fund pays. If a payment by the Fund is subject to withholding under FATCA, the Fund is required to withhold even if
such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above (e.g.,
interest-related dividends). Shareholders should consult their own tax advisors regarding the possible implications of these
requirements on their investment in the Fund.
The foregoing briefly summarizes some of the important U.S. federal
income tax consequences to shareholders of investing in shares, reflects the U.S. federal tax law as of the date of this SAI, and does
not address special tax rules applicable to certain types of investors, such as corporate and foreign investors. Unless otherwise noted,
this discussion assumes that an investor is a U.S. person and holds shares as a capital asset. This discussion is based upon current provisions
of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change
or differing interpretations by the courts or the IRS retroactively or prospectively. Investors should consult their tax advisors regarding
other federal, state, local and, where applicable, foreign tax considerations that may be applicable in their particular circumstances,
as well as any proposed tax law changes.
State and
Local Taxes. Shareholders should consult their own tax advisors as to the state or local tax consequences of investing in the
Fund.
OTHER INFORMATION
The Fund is an organization of the type commonly known as a “Massachusetts
business trust.” Under Massachusetts law, shareholders of such a trust may, in certain circumstances, be held personally liable
as partners for the obligations of the trust. The Declaration of Trust contains an express disclaimer of shareholder liability in connection
with Fund property or the acts, obligations or affairs of the Fund. The Declaration of Trust, in coordination with the Fund’s By-Laws,
also provides for indemnification out of Fund property of any shareholder held personally liable for the claims and liabilities to which
a shareholder may become subject by reason of being or having been a shareholder. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which the Fund itself is unable to meet its obligations. The Fund
has been advised by its counsel that the risk of any shareholder incurring any liability for the obligations of the Fund is remote.
The Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to
the Fund or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of his or her office. Voting rights are not cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders
of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees.
The Declaration of Trust provides that no person shall serve as a Trustee
if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written declaration filed with
the Fund’s custodian or by votes cast at a meeting called for that purpose. The Declaration of Trust further provides that the Trustees
of the Fund shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such Trustee
or Trustees when requested in writing to do so by the record holders of not less than 10 per centum of the outstanding shares.
The Fund’s Prospectus, any related Prospectus Supplement and this
SAI do not contain all of the information set forth in the Registration Statement that the Fund has filed with the SEC. The complete Registration
Statement may be obtained from the SEC through the website www.sec.gov, or upon payment of the fee prescribed by its Rules and Regulations.
Eaton Vance Tax-Managed Buy-Write Income Fund | 36 | SAI dated [____], 2023 |
Custodian
State Street Bank and Trust Company (“State Street”), State
Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian of the Fund and will maintain custody of the securities
and cash of the Fund. State Street maintains the Fund’s general ledger and computes net asset value per share at least weekly. State
Street also attends to details in connection with the sale, exchange, substitution, transfer and other dealings with the Fund’s
investments, and receives and disburses all funds. State Street also assists in preparation of shareholder reports and the electronic
filing of such reports with the SEC.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116,
independent registered public accounting firm, audits the Fund’s financial statements. Deloitte and/or its affiliates provide
other audit, tax and related services to the Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 26, 2023, the officers and Trustees of the Fund as
a group owned beneficially less than 1% of the outstanding shares of the Fund.
To the best knowledge of the Fund, no shareholders (principal holders)
owned more than 5% of the Fund’s Common Shares as of April 26, 2023. A shareholder who owns beneficially more than 25% of
a fund is deemed to be a control person of that fund.
POTENTIAL CONFLICTS OF INTEREST
As a
diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services,
investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer
transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the
ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages
in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of a Fund or Portfolio,
if applicable, (collectively for the purposes of this section, “Fund” or “Funds”). Morgan Stanley advises clients
and sponsors, manages or advises other investment funds and investment programs, accounts and businesses (collectively, together with
the funds, any new or successor funds, programs, accounts or businesses, the “Affiliated Investment Accounts’’)
with a wide variety of investment objectives that in some instances may overlap or conflict with a Fund’s investment objectives
and present conflicts of interest. In addition, Morgan Stanley may also from time to time create new or successor Affiliated Investment
Accounts that may compete with a Fund and present similar conflicts of interest. The discussion below enumerates certain actual, apparent
and potential conflicts of interest. There is no assurance that conflicts of interest will be resolved in favor of Fund shareholders
and, in fact, they may not be. Conflicts of interest not described below may also exist.
Material
Non-Public and Other Information. It is expected that confidential or material non-public information regarding an investment
or potential investment opportunity may become available to the investment adviser. If such information becomes available, the investment
adviser may be precluded (including by applicable law or internal policies or procedures) from pursuing an investment or disposition opportunity
with respect to such investment or investment opportunity.
The investment adviser may also from time to time be subject to contractual
“stand-still’’ obligations and/or confidentiality obligations that may restrict its ability to trade in certain
investments on a Fund’s behalf. In addition, the investment adviser may be precluded from disclosing such information to an investment
team, even in circumstances in which the information would be beneficial if disclosed. Therefore, the investment team may not be provided
access to material non-public information in the possession of Morgan Stanley that might be relevant to an investment decision to be
made on behalf of a Fund, and the investment team may initiate a transaction or sell an investment that, if such information had been
known to it, may not have been undertaken. In addition, certain members of the investment team may be recused from certain investment-related
discussions so that such members do not receive information that would limit their ability to perform functions of their employment with
the investment adviser or its affiliates unrelated to that of a Fund. Furthermore, access to certain parts of Morgan Stanley may be subject
to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts
of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act. Accordingly,
the investment adviser’s ability to source investments from other business units within Morgan Stanley may be limited and there
can be no assurance that the investment adviser will be able to source any investments from any one or more parts of the Morgan Stanley
network.
Eaton Vance Tax-Managed Buy-Write Income Fund | 37 | SAI dated [____], 2023 |
The investment adviser may restrict its investment decisions and activities
on behalf of the Funds in various circumstances, including because of applicable regulatory requirements or information held by the investment
adviser or Morgan Stanley. The investment adviser might not engage in transactions or other activities for, or enforce certain rights
in favor of, a Fund due to Morgan Stanley’s activities outside the Funds. In instances where trading of an investment is restricted,
the investment adviser may not be able to purchase or sell such investment on behalf of a Fund, resulting in the Fund’s inability
to participate in certain desirable transactions. This inability to buy or sell an investment could have an adverse effect on a Fund’s
portfolio due to, among other things, changes in an investment’s value during the period its trading is restricted. Also, in situations
where the investment adviser is required to aggregate its positions with those of other Morgan Stanley business units for position limit
calculations, the investment adviser may have to refrain from making investments due to the positions held by other Morgan Stanley business
units or their clients. There may be other situations where the investment adviser refrains from making an investment due to additional
disclosure obligations, regulatory requirements, policies, and reputational risk, or the investment adviser may limit purchases or sales
of securities in respect of which Morgan Stanley is engaged in an underwriting or other distribution capacity.
Morgan Stanley has established certain information barriers and other
policies to address the sharing of information between different businesses within Morgan Stanley. As a result of information barriers,
the investment adviser generally will not have access, or will have limited access, to certain information and personnel in other areas
of Morgan Stanley and generally will not manage the Funds with the benefit of the information held by
such other areas. Morgan Stanley, due to its access to and knowledge of funds, markets and securities based on its prime brokerage and
other businesses, may make decisions based on information or take (or refrain from taking) actions with respect to interests in investments
of the kind held (directly or indirectly) by the Funds in a manner that may be adverse to the Funds, and will not have any obligation
or other duty to share information with the investment adviser.
In limited circumstances, however, including for purposes of managing
business and reputational risk, and subject to policies and procedures and any applicable regulations, Morgan Stanley personnel, including
personnel of the investment adviser, on one side of an information barrier may have access to information and personnel on the other side
of the information barrier through “wall crossings.” The investment adviser faces conflicts of interest in determining whether
to engage in such wall crossings. Information obtained in connection with such wall crossings may limit or restrict the ability of the
investment adviser to engage in or otherwise effect transactions on behalf of the Funds (including purchasing or selling securities that
the investment adviser may otherwise have purchased or sold for a Fund in the absence of a wall crossing). In managing conflicts of interest
that arise because of the foregoing, the investment adviser generally will be subject to fiduciary requirements. The investment adviser
may also implement internal information barriers or ethical walls, and the conflicts described herein with respect to information barriers
and otherwise with respect to Morgan Stanley and the investment adviser will also apply internally within the investment adviser. As a
result, a Fund may not be permitted to transact in (e.g., dispose of a security in whole or in part) during periods when it otherwise
would have been able to do so, which could adversely affect a Fund. Other investors in the security that are not subject to such restrictions
may be able to transact in the security during such periods. There may also be circumstances in which, as a result of information held
by certain portfolio management teams in the investment adviser, the investment adviser limits an activity or transaction for a Fund,
including if the Fund is managed by a portfolio management team other than the team holding such information.
Investments
by Morgan Stanley and its Affiliated Investment Accounts. In serving in multiple capacities to Affiliated Investment Accounts,
Morgan Stanley, including the investment adviser and its investment teams, may have obligations to other clients or investors in Affiliated
Investment Accounts, the fulfillment of which may not be in the best interests of a Fund or its shareholders. A Fund’s investment
objectives may overlap with the investment objectives of certain Affiliated Investment Accounts. As a result, the members of an investment
team may face conflicts in the allocation of investment opportunities among a Fund and other investment funds, programs, accounts and
businesses advised by or affiliated with the investment adviser. Certain Affiliated Investment Accounts may provide for higher management
or incentive fees or greater expense reimbursements or overhead allocations, all of which may contribute to this conflict of interest
and create an incentive for the investment adviser to favor such other accounts.
Morgan Stanley currently invests and plans to continue to invest on
its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities globally. Morgan Stanley
and its Affiliated Investment Accounts, to the extent consistent with applicable law and policies and procedures, will be permitted to
invest in investment opportunities without making such opportunities available to a Fund beforehand. Subject to the foregoing, Morgan
Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such
investment on its own behalf, even though such investment also falls within a Fund’s investment objectives. A Fund may invest in
opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. All of the foregoing
may reduce the number of investment opportunities available to a Fund and may create conflicts of interest in allocating investment opportunities.
Investors should note that the conflicts inherent in
Eaton Vance Tax-Managed Buy-Write Income Fund | 38 | SAI dated [____], 2023 |
making such allocation decisions may not always be resolved to a Fund’s advantage.
There can be no assurance that a Fund will have an opportunity to participate in certain opportunities that fall within their investment
objectives.
To seek to reduce potential conflicts of interest and to attempt to
allocate such investment opportunities in a fair and equitable manner, the investment adviser has implemented allocation policies and
procedures. These policies and procedures are intended to give all clients of the investment adviser, including the Funds, fair access
to investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations,
and the fiduciary duties of the investment adviser. Each client of the investment adviser that is subject to the allocation policies and
procedures, including each Fund, is assigned an investment team and portfolio manager(s) by the investment adviser. The investment team
and portfolio managers review investment opportunities and will decide with respect to the allocation of each opportunity considering
various factors and in accordance with the allocation policies and procedures. The allocation policies and procedures are subject to change.
Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to the advantage of a
Fund.
It is possible that Morgan Stanley or an Affiliated Investment Account,
including another Eaton Vance fund, will invest in or advise a company that is or becomes a competitor of a company of which a Fund holds
an investment. Such investment could create a conflict between the Fund, on the one hand, and Morgan Stanley or the Affiliated Investment
Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the
portfolio investment. Furthermore, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which
may have strategies that overlap and/or directly conflict and compete with a Fund.
In addition, certain investment professionals who are involved in a
Fund’s activities remain responsible for the investment activities of other Affiliated Investment Accounts managed by the investment
adviser and its affiliates, and they will devote time to the management of such investments and other newly created Affiliated Investment
Accounts (whether in the form of funds, separate accounts or other vehicles), as well as their own investments. In addition, in connection
with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates may serve on
the boards of directors of or advise companies which may compete with a Fund’s portfolio investments. Moreover, these Affiliated
Investment Accounts managed by Morgan Stanley and its affiliates may pursue investment opportunities that may also be suitable for a Fund.
It should be noted that Morgan Stanley may, directly or indirectly,
make large investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley’s investment in a Fund may
not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities
of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or
portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in
accordance with applicable law.
Different clients of the investment adviser, including a Fund, may invest
in different classes of securities of the same issuer, depending on the respective clients’ investment objectives and policies.
As a result, the investment adviser and its affiliates, at times, will seek to satisfy fiduciary obligations to certain clients owning
one class of securities of a particular issuer by pursuing or enforcing rights on behalf of those clients with respect to such class of
securities, and those activities may have an adverse effect on another client which owns a different class of securities of such issuer.
For example, if one client holds debt securities of an issuer and another client holds equity securities of the same issuer, if the issuer
experiences financial or operational challenges, the investment adviser and its affiliates may seek a liquidation of the issuer on behalf
of the client that holds the debt securities, whereas the client holding the equity securities may benefit from a reorganization of the
issuer. Thus, in such situations, the actions taken by the investment adviser or its affiliates on behalf of one client can negatively
impact securities held by another client. These conflicts also exist as between the investment adviser’s clients, including the
Funds, and the Affiliated Investment Accounts managed by Morgan Stanley.
The investment adviser and its affiliates may give advice and recommend
securities to other clients which may differ from advice given to, or securities recommended or bought for, a Fund even though such other
clients’ investment objectives may be similar to those of the Fund.
The investment adviser and its affiliates manage long and short portfolios.
The simultaneous management of long and short portfolios creates conflicts of interest in portfolio management and trading in that opposite
directional positions may be taken in client accounts, including client accounts managed by the same investment team, and creates risks
such as: (i) the risk that short sale activity could adversely affect the market value of long positions in one or more portfolios (and
vice versa) and (ii) the risks associated with the trading desk receiving opposing orders in the same security simultaneously. The investment
adviser and its affiliates have adopted policies and procedures that are reasonably designed to mitigate these conflicts. In certain circumstances,
the investment adviser invests on behalf of itself in securities and other instruments that would be appropriate for, held by, or may
fall within the investment guidelines of its clients, including a Fund. At times, the investment adviser may give advice or take action
for its own accounts that differs from, conflicts with, or is adverse to advice given or action taken for any client.
Eaton Vance Tax-Managed Buy-Write Income Fund | 39 | SAI dated [____], 2023 |
From time to time, conflicts also arise due to the fact that certain
securities or instruments may be held in some client accounts, including a Fund, but not in others, or that client accounts may have
different levels of holdings in certain securities or instruments. In addition, due to differences in the investment strategies or restrictions
among client accounts, the investment adviser may take action with respect to one account that differs from the action taken with respect
to another account. In some cases, a client account may compensate the investment adviser based on the performance of the securities
held by that account. The existence of such a performance based fee may create additional conflicts of interest for the investment adviser
in the allocation of management time, resources and investment opportunities. The investment adviser has adopted several policies and
procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser’s
trading practices, including, among other things, the aggregation and allocation of trades among clients, brokerage allocations, cross
trades and best execution.
In addition, at times an investment adviser investment team will give
advice or take action with respect to the investments of one or more clients that is not given or taken with respect to other clients
with similar investment programs, objectives, and strategies. Accordingly, clients with similar strategies will not always hold the same
securities or instruments or achieve the same performance. The investment adviser’s investment teams also advise clients with conflicting
programs, objectives or strategies. These conflicts also exist as between the investment adviser’s clients, including the Funds,
and the Affiliated Investment Accounts managed by Morgan Stanley.
The investment adviser maintains separate trading desks by investment
team and generally based on asset class, including two trading desks trading equity securities. These trading desks operate independently
of one another. The two equity trading desks do not share information. The separate equity trading desks may result in one desk competing
against the other desk when implementing buy and sell transactions, possibly causing certain accounts to pay more or receive less for
a security than other accounts. In addition, Morgan Stanley and its affiliates maintain separate trading desks that operate independently
of each other and do not share trading information with the investment adviser. These trading desks may compete against the investment
adviser trading desks when implementing buy and sell transactions, possibly causing certain Affiliated Investment Accounts to pay more
or receive less for a security than other Affiliated Investment Accounts.
Investments
by Separate Investment Departments. The entities and individuals that provide investment-related services for the Fund and
certain other Eaton Vance Investment Accounts (the “Eaton Vance Investment Department”) may be different from the entities
and individuals that provide investment-related services to MS Investment Accounts (the “MS Investment Department and, together
with the Eaton Vance Investment Department, the “Investment Departments”). Although Morgan Stanley has implemented information
barriers between the Investment Departments in accordance with internal policies and procedures, each Investment Department may engage
in discussions and share information and resources with the other Investment Department on certain investment-related matters. The sharing
of information and resources between the Investment Departments is designed to further increase the knowledge and effectiveness of each
Investment Department. Because each Investment Department generally makes investment decisions and executes trades independently of the
other, the quality and price of execution, and the performance of investments and accounts, can be expected to vary. In addition, each
Investment Department may use different trading systems and technology and may employ differing investment and trading strategies. As
a result, a MS Investment Account could trade in advance of the Fund (and vice versa), might complete trades more quickly and efficiently
than the Fund, and/or achieve different execution than the Fund on the same or similar investments made contemporaneously, even when the
Investment Departments shared research and viewpoints that led to that investment decision. Any sharing of information or resources between
the Investment Department servicing the Fund and the MS Investment Department may result, from time to time, in the Fund simultaneously
or contemporaneously seeking to engage in the same or similar transactions as an account serviced by the other Investment Department and
for which there are limited buyers or sellers on specific securities, which could result in less favorable execution for the Fund than
such account. The Eaton Vance Investment Department will not knowingly or intentionally cause the Fund to engage in a cross trade with
an account serviced by the MS Investment Department, however, subject to applicable law and internal policies and procedures, the Fund
may conduct cross trades with other accounts serviced by the Eaton Vance Investment Department. Although the Eaton Vance Investment Department
may aggregate the Fund’s trades with trades of other accounts serviced by the Eaton Vance Investment Department, subject to applicable
law and internal policies and procedures, there will be no aggregation or coordination of trades with accounts serviced by the MS Investment
Department, even when both Investment Departments are seeking to acquire or dispose of the same investments contemporaneously.
Payments
to Broker-Dealers and Other Financial Intermediaries. The investment adviser and/or EVD may pay compensation, out of their
own funds and not as an expense of the Funds, to certain financial intermediaries (which may include affiliates of the investment adviser
and EVD), including recordkeepers and administrators of various deferred compensation plans, in connection with the sale, distribution,
marketing and retention of shares of the Funds and/or shareholder servicing. For example, the investment adviser or EVD may pay additional
compensation to a financial intermediary for, among other things, promoting the sale and distribution of Fund shares, providing access
to various
Eaton Vance Tax-Managed Buy-Write Income Fund | 40 | SAI dated [____], 2023 |
programs, mutual fund platforms or preferred or recommended mutual fund lists that may be offered by a financial intermediary,
granting EVD access to a financial intermediary’s financial advisors and consultants, providing assistance in the ongoing education
and training of a financial intermediary’s financial personnel, furnishing marketing support, maintaining share balances and/or
for sub-accounting, recordkeeping, administrative, shareholder or transaction processing services. Such payments are in addition to any
distribution fees, shareholder servicing fees and/or transfer agency fees that may be payable by the Funds. The additional payments may
be based on various factors, including level of sales (based on gross or net sales or some specified minimum sales or some other similar
criteria related to sales of the Funds and/or some or all other Eaton Vance funds), amount of assets invested by the financial intermediary’s
customers (which could include current or aged assets of the Funds and/or some or all other Eaton Vance funds), a Fund’s advisory
fee, some other agreed upon amount or other measures as determined from time to time by the investment adviser and/or EVD. The amount
of these payments may be different for different financial intermediaries.
The prospect of receiving, or the receipt of, additional compensation,
as described above, by financial intermediaries may provide such financial intermediaries and their financial advisors and other salespersons
with an incentive to favor sales of shares of the Funds over other investment options with respect to which these financial intermediaries
do not receive additional compensation (or receive lower levels of additional compensation). These payment arrangements, however, will
not change the price that an investor pays for shares of the Funds or the amount that the Funds receive to invest on behalf of an investor.
Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to Fund
shares and should review carefully any disclosures provided by financial intermediaries as to their compensation. In addition, in certain
circumstances, the investment adviser may restrict, limit or reduce the amount of a Fund’s investment, or restrict the type of governance
or voting rights it acquires or exercises, where the Fund (potentially together with Morgan Stanley) exceeds a certain ownership interest,
or possesses certain degrees of voting or control or has other interests.
Morgan Stanley
Trading and Principal Investing Activities. Notwithstanding anything to the contrary herein, Morgan Stanley will generally
conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for a Fund’s
holdings, although these activities could have an adverse impact on the value of one or more of the Fund’s investments, or could
cause Morgan Stanley to have an interest in one or more portfolio investments that is different from, and potentially adverse to that
of a Fund. Furthermore, from time to time, the investment adviser or its affiliates may invest “seed” capital in a Fund, typically
to enable the Fund to commence investment operations and/or achieve sufficient scale. The investment adviser and its affiliates may hedge
such seed capital exposure by investing in derivatives or other instruments expected to produce offsetting exposure. Such hedging transactions,
if any, would occur outside of a Fund.
Morgan Stanley’s sales and trading, financing and principal investing
businesses (whether or not specifically identified as such, and including Morgan Stanley’s trading and principal investing businesses)
will not be required to offer any investment opportunities to a Fund. These businesses may encompass, among other things, principal trading
activities as well as principal investing.
Morgan Stanley’s sales and trading, financing and principal investing
businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions in equity
or debt instruments of diverse public and/or private companies. Such activities may put Morgan Stanley in a position to exercise contractual,
voting or creditor rights, or management or other control with respect to securities or loans of portfolio investments or other issuers,
and in these instances Morgan Stanley may, in its discretion and subject to applicable law, act to protect its own interests or interests
of clients, and not a Fund’s interests.
Subject to the limitations of applicable law, a Fund may purchase from
or sell assets to, or make investments in, companies in which Morgan Stanley has or may acquire an interest, including as an owner, creditor
or counterparty.
Morgan Stanley’s
Investment Banking and Other Commercial Activities. Morgan Stanley advises clients on a variety of mergers, acquisitions, restructuring,
bankruptcy and financing transactions. Morgan Stanley may act as an advisor to clients, including other investment funds that may compete
with a Fund and with respect to investments that a Fund may hold. Morgan Stanley may give advice and take action with respect to any of
its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than
the action taken, by a Fund. Morgan Stanley may give advice and provide recommendations to persons competing with a Fund and/or any of
a Fund’s investments that are contrary to the Fund’s best interests and/or the best interests of any of its investments.
Morgan Stanley could be engaged in financial advising, whether on the
buy-side or sell-side, or in financing or lending assignments that could result in Morgan Stanley’s determining in its discretion
or being required to act exclusively on behalf of one or more third parties, which could limit a Fund’s ability to transact with
respect to one or more existing or potential investments. Morgan Stanley may have relationships with third-party funds, companies or investors
who may have invested in or may look to invest in portfolio companies, and there could be conflicts between a Fund’s best interests,
on the one hand, and the interests of a Morgan Stanley client or counterparty, on the other hand.
Eaton Vance Tax-Managed Buy-Write Income Fund | 41 | SAI dated [____], 2023 |
To the extent that Morgan Stanley advises creditor or debtor companies
in the financial restructuring of companies either prior to or after filing for protection under Chapter 11 of the U.S. Bankruptcy Code
or similar laws in other jurisdictions, the investment adviser’s flexibility in making investments in such restructurings on a
Fund’s behalf may be limited. Morgan Stanley could provide investment banking services to competitors of portfolio companies, as
well as to private equity and/or private credit funds; such activities may present Morgan Stanley with a conflict of interest vis-a-vis
a Fund’s investment and may also result in a conflict in respect of the allocation of investment banking resources to portfolio
companies.
To the extent permitted by applicable law, Morgan Stanley may provide
a broad range of financial services to companies in which a Fund invests, including strategic and financial advisory services, interim
acquisition financing and other lending and underwriting or placement of securities, and Morgan Stanley generally will be paid fees (that
may include warrants or other securities) for such services. Morgan Stanley will not share any of the foregoing interest, fees and other
compensation received by it (including, for the avoidance of doubt, amounts received by the investment adviser) with a Fund, and any advisory
fees payable will not be reduced thereby.
Morgan Stanley may be engaged to act as a financial advisor to a company
in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses through
its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions.
Morgan Stanley’s compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial
part, upon the closing of the transaction. Under these circumstances, a Fund may be precluded from participating in a transaction with
or relating to the company being sold or participating in any financing activity related to merger or acquisition.
The involvement or presence of Morgan Stanley in the investment banking
and other commercial activities described above (or the financial markets more broadly) may restrict or otherwise limit investment opportunities
that may otherwise be available to the Funds. For example, issuers may hire and compensate Morgan Stanley to provide underwriting, financial
advisory, placement agency, brokerage services or other services and, because of limitations imposed by applicable law and regulation,
a Fund may be prohibited from buying or selling securities issued by those issuers or participating in related transactions or otherwise
limited in its ability to engage in such investments.
The investment adviser believes that the nature and range of clients
to whom Morgan Stanley and its subsidiaries render investment banking and other services is such that it would be inadvisable to exclude
these companies from the Fund’s portfolio.
Morgan Stanley’s
Marketing Activities. Morgan Stanley is engaged in the business of underwriting, syndicating, brokering, administering, servicing,
arranging and advising on the distribution of a wide variety of securities and other investments in which a Fund may invest. Subject to
the restrictions of the 1940 Act, including Sections 10(f) and 17(e) thereof, a Fund may invest in transactions in which Morgan Stanley
acts as underwriter, placement agent, syndicator, broker, administrative agent, servicer, advisor, arranger or structuring agent and receives
fees or other compensation from the sponsors of such products or securities. Any fees earned by Morgan Stanley in such capacity will not
be shared with the investment adviser or the Funds. Certain conflicts of interest, in addition to the receipt of fees or other compensation,
would be inherent in these transactions. Moreover, the interests of one of Morgan Stanley’s clients with respect to an issuer of
securities in which a Fund has an investment may be adverse to the investment adviser’s or a Fund’s best interests. In conducting
the foregoing activities, Morgan Stanley will be acting for its other clients and will have no obligation to act in the investment adviser’s
or a Fund’s best interests.
Client Relationships.
Morgan Stanley has existing and potential relationships with a significant number of corporations, institutions and individuals.
In providing services to its clients, Morgan Stanley may face conflicts of interest with respect to activities recommended to or performed
for such clients, on the one hand, and a Fund, its shareholders or the entities in which the Fund invests, on the other hand. In addition,
these client relationships may present conflicts of interest in determining whether to offer certain investment opportunities to a Fund.
In acting as principal or in providing advisory and other services to
its other clients, Morgan Stanley may engage in or recommend activities with respect to a particular matter that conflict with or are
different from activities engaged in or recommended by the investment adviser on a Fund’s behalf.
Eaton Vance Tax-Managed Buy-Write Income Fund | 42 | SAI dated [____], 2023 |
Principal
Investments. To the extent permitted by applicable law, there may be situations in which a Fund’s interests may conflict
with the interests of one or more general accounts of Morgan Stanley and its affiliates or accounts managed by Morgan Stanley or its affiliates.
This may occur because these accounts hold public and private debt and equity securities of many issuers which may be or become portfolio
companies, or from whom portfolio companies may be acquired.
Transactions
with Portfolio Companies of Affiliated Investment Accounts. The companies in which a Fund may invest may be counterparties
to or participants in agreements, transactions or other arrangements with portfolio companies or other entities of portfolio investments
of Affiliated Investment Accounts (for example, a company in which a Fund invests may retain a company in which an Affiliated Investment
Account invests to provide services or may acquire an asset from such company or vice versa). Certain of these agreements, transactions
and arrangements involve fees, servicing payments, rebates and/or other benefits to Morgan Stanley or its affiliates. For example, portfolio
entities may, including at the encouragement of Morgan Stanley, enter into agreements regarding group procurement and/or vendor discounts.
Morgan Stanley and its affiliates may also participate in these agreements and may realize better pricing or discounts as a result of
the participation of portfolio entities. To the extent permitted by applicable law, certain of these agreements may provide for commissions
or similar payments and/or discounts or rebates to be paid to a portfolio entity of an Affiliated Investment Account, and such payments
or discounts or rebates may also be made directly to Morgan Stanley or its affiliates. Under these arrangements, a particular portfolio
company or other entity may benefit to a greater degree than the other participants, and the funds, investment vehicles and accounts (which
may or may not include a Fund) that own an interest in such entity will receive a greater relative benefit from the arrangements than
the Eaton Vance funds, investment vehicles or accounts that do not own an interest therein. Fees and compensation received by portfolio
companies of Affiliated Investment Accounts in relation to the foregoing will not be shared with a Fund or offset advisory fees payable.
Investments
in Portfolio Investments of Other Funds. To the extent permitted by applicable law, when a Fund invests in certain companies
or other entities, other funds affiliated with the investment adviser may have made or may be making an investment in such companies or
other entities. Other funds that have been or may be managed by the investment adviser may invest in the companies or other entities in
which a Fund has made an investment. Under such circumstances, a Fund and such other funds may have conflicts of interest (e.g., over
the terms, exit strategies and related matters, including the exercise of remedies of their respective investments). If the interests
held by a Fund are different from (or take priority over) those held by such other funds, the investment adviser may be required to make
a selection at the time of conflicts between the interests held by such other funds and the interests held by a Fund.
Allocation
of Expenses. Expenses may be incurred that are attributable to a Fund and one or more other Affiliated Investment Accounts
(including in connection with issuers in which a Fund and such other Affiliated Investment Accounts have overlapping investments). The
allocation of such expenses among such entities raises potential conflicts of interest. The investment adviser and its affiliates intend
to allocate such common expenses among a Fund and any such other Affiliated Investment Accounts on a pro rata basis or in such other manner
as the investment adviser deems to be fair and equitable or in such other manner as may be required by applicable law.
Temporary
Investments. To more efficiently invest short-term cash balances held by a Fund, the investment adviser may invest such balances
on an overnight “sweep” basis in shares of one or more money market funds or other short-term vehicles. It is anticipated
that the investment adviser to these money market funds or other short-term vehicles may be the investment adviser (or an affiliate) to
the extent permitted by applicable law, including Rule 12d1-1 under the 1940 Act.
Transactions
with Affiliates. The investment adviser and any investment sub-adviser might purchase securities from underwriters or placement
agents in which a Morgan Stanley affiliate is a member of a syndicate or selling group, as a result of which an affiliate might benefit
from the purchase through receipt of a fee or otherwise. Neither the investment adviser nor any investment sub-adviser will purchase securities
on behalf of a Fund from an affiliate that is acting as a manager of a syndicate or selling group. Purchases by the investment adviser
on behalf of a Fund from an affiliate acting as a placement agent must meet the requirements of applicable law. Furthermore, Morgan Stanley
may face conflicts of interest when the Funds use service providers affiliated with Morgan Stanley because Morgan Stanley receives greater
overall fees when they are used.
Eaton Vance Tax-Managed Buy-Write Income Fund | 43 | SAI dated [____], 2023 |
General Process
for Potential Conflicts. All of the transactions described above involve the potential for conflicts of interest between the
investment adviser, related persons of the investment adviser and/or their clients. The Advisers Act, the 1940 Act and ERISA impose certain
requirements designed to decrease the possibility of conflicts of interest between an investment adviser and its clients. In some cases,
transactions may be permitted subject to fulfillment of certain conditions. Certain other transactions may be prohibited. In addition,
the investment adviser has instituted policies and procedures designed to prevent conflicts of interest from arising and, when they do
arise, to ensure that it effects transactions for clients in a manner that is consistent with its fiduciary duty to its clients and in
accordance with applicable law. The investment adviser seeks to ensure that potential or actual conflicts of interest are appropriately
resolved taking into consideration the overriding best interests of the client.
INCORPORATION BY REFERENCE
This SAI is part of a registration statement filed with the SEC. The
Fund is permitted to “incorporate by reference” the information filed with the SEC, which means that the Fund can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this SAI, and later information that the Fund files with the SEC will automatically update and supersede this information.
The documents listed below, and any reports and other documents subsequently
filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the Offering will be incorporated by reference into this SAI and deemed to be part of this SAI from the date of the filing
of such reports and documents:
| · | The Fund’s Prospectus, dated [____], 2023, filed with this SAI; |
| · | The Fund’s annual
report Form N-CSR for the fiscal year ended December 31, 2022 filed with the SEC on February
27, 2023; and |
| · | The description
of the Fund’s Common Shares contained in its Registration Statement on Form 8-A filed with the
SEC on March 9, 2005, including any amendment or report filed for the purpose of updating such description prior to the termination of
the offering registered hereby. |
The Fund will provide without charge to each person, including any beneficial
owner, to whom this SAI is delivered, upon written or oral request, a copy of any and all of the documents that have been or may be incorporated
by reference in this SAI, the Prospectus or the accompanying prospectus supplement. You should direct requests for documents by calling
(800) 262-1122.
The Fund makes available this Prospectus, SAI and the Fund’s annual
and semi-annual reports, free of charge, at http://www.eatonvance.com. You may also obtain this SAI, the Prospectus, other documents incorporated
by reference and other information the Fund files electronically, including reports and proxy statements, on the SEC website (http://www.sec.gov)
or with the payment of a duplication fee, by electronic request at publicinfo@sec.gov. Information contained in, or that can be accessed
through, the Fund’s website is not part of this SAI, the Prospectus or the accompanying prospectus supplement.
FINANCIAL STATEMENTS
The audited financial statements and the report of the independent
registered public accounting firm of the Fund for the fiscal year ended December 31, 2022
are incorporated herein by reference from the Fund’s most recent Annual Report to Common Shareholders filed with the SEC on February
27, 2023 (Accession
No. 00001193125-23-050910) on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act.
Eaton Vance Tax-Managed Buy-Write Income Fund | 44 | SAI dated [____], 2023 |
APPENDIX A
Eaton Vance Funds
Proxy Voting Policy and Procedures
I. Overview
The Boards of Trustees (the “Board”) of the Eaton Vance
Funds1 have determined that it is in
the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For
purposes of this Policy:
| · | “Fund” means each registered investment company sponsored by the Eaton Vance organization; and |
| · | “Adviser” means the investment adviser or sub-adviser responsible for the day-to-day management of all or a portion of
the Fund’s assets. |
II. Delegation of Proxy Voting Responsibilities
The Board hereby delegates to the Adviser responsibility for voting
the Fund’s proxies as described in this Policy. In this connection, the Adviser is required to provide the Board with a copy of
its proxy voting policies and procedures (“Adviser Procedures”) and all Fund proxies will be voted in accordance with the
Adviser Procedures, provided that in the event a material conflict of interest arises with respect to a proxy to be voted for the Fund
(as described in Section IV below) the Adviser shall follow the process for voting such proxy as described in Section IV below.
The Adviser is required to report any material change to the Adviser
Procedures to the Board in the manner set forth in Section V below. In addition, the Board will review the Adviser Procedures annually.
III. Delegation of Proxy Voting Disclosure Responsibilities
Pursuant to Rule 30b1-4 promulgated under the Investment Company Act
of 1940, as amended (the “1940 Act”), the Fund is required to file Form N-PX no later than August 31st of each year. On Form
N-PX, the Fund is required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments,
whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted on the matter and
whether it voted for or against management.
To facilitate the filing of Form N-PX for the Fund:
| · | The Adviser is required to record, compile and transmit in a timely manner all data required to be filed on Form N-PX for the Fund
that it manages. Such data shall be transmitted to Eaton Vance Management, which acts as administrator to the Fund (the “Administrator”)
or the third party service provider designated by the Administrator; and |
| · | the Administrator is required to file Form N-PX on behalf of the Fund with the Securities and Exchange Commission (the “Commission”)
as required by the 1940 Act. The Administrator may delegate the filing to a third party service provider provided each such filing is
reviewed and approved by the Administrator. |
IV. Conflicts of Interest
The Board expects the Adviser, as a fiduciary to the Fund it manages,
to put the interests of the Fund and its shareholders above those of the Adviser. When required to vote a proxy for the Fund, the Adviser
may have material business relationships with the issuer soliciting the proxy that could give rise to a potential material conflict of
interest for the Adviser.2 In the event
such a material conflict of interest arises, the Adviser, to the extent it is aware or reasonably should have been aware of the material
conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults
with the appropriate Board, or any committee, sub-committee or group of Independent Trustees identified by the Board (as long as such
committee, sub-committee or group contains at least two or more Independent Trustees) (the “Board Members”), concerning the
material conflict.3, 4 For ease of communicating
with the Board Members, the Adviser is required to provide the foregoing notice to the Fund’s Chief Legal Officer who will then
notify and facilitate a consultation with the Board Members.
Once the Board Members have been notified of the material conflict:
| · | They shall convene a meeting to review and consider all relevant materials related to the proxies involved. This meeting shall be
convened within 3 business days, provided that it an effort will be made to convene the meeting sooner if the proxy must be voted in less
than 3 business days; |
| · | In considering such proxies, the Adviser shall make available all materials requested by the Board Members and make reasonably available
appropriate personnel to discuss the matter upon request; and |
| · | The Board Members will then instruct the Adviser on the appropriate course of action with respect to the proxy at issue. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 45 | SAI dated [____], 2023 |
If the Board Members are unable to meet and the failure to vote a proxy
would have a material adverse impact on the Fund(s) involved, the Adviser will have the right to vote such proxy, provided that it discloses
the existence of the material conflict to the Chairperson of the Board as soon as practicable and to the Board at its next meeting. Any
determination regarding the voting of proxies of the Fund that is made by the Board Members shall be deemed to be a good faith determination
regarding the voting of proxies by the full Board.
V. Reports and Review
The Administrator shall make copies of Form N-PX filed on behalf of
the Fund available for the Board’s review upon the Board’s request. The Administrator (with input from the Adviser for the
Fund) shall also provide any reports reasonably requested by the Board regarding the proxy voting records of the Fund.
The Adviser shall report any material changes to the Adviser Procedures
to the Board as soon as practicable and the Boards will review the Adviser Procedures annually.
The Adviser also shall report any material changes to the Adviser Procedures
to the Fund’s Chief Legal Officer prior to implementing such changes in order to enable the Administrator to effectively coordinate
the Fund’s disclosure relating to the Adviser Procedures.
To the extent requested by the Commission, the Policy and the Adviser
Procedures shall be appended to the Fund’s statement of additional information included in its registration statement.
| 1 | The
Eaton Vance Funds may be organized as trusts or corporations. For ease of reference, the
Funds may be referred to herein as Trusts and the Funds’ Board of Trustees or Board
of Directors may be referred to collectively herein as the Board. |
| 2 | An
Adviser is expected to maintain a process for identifying a potential material conflict of
interest. As an example only, such potential conflicts may arise when the issuer is a client
of the Adviser and generates a significant amount of fees to the Adviser or the issuer is
a distributor of the Adviser’s products. |
| 3 | If
a material conflict of interest exists with respect to a particular proxy and the proxy voting
procedures of the relevant Adviser require that proxies are to be voted in accordance with
the recommendation of a third party proxy voting vendor, the requirements of this Section
IV shall only apply if the Adviser intends to vote such proxy in a manner inconsistent with
such third party recommendation. |
| 4 | Effective
October 1, 2021, and to the extent that Morgan Stanley Investment Management Company is acting
as sub-adviser to Eaton Vance Greater China Growth Fund, the requirements of this Section
IV shall be waived, as approved by the Board of Trustees on October 12, 2021. |
Eaton Vance Tax-Managed Buy-Write Income Fund | 46 | SAI dated [____], 2023 |
APPENDIX B
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
EATON VANCE MANAGEMENT (INTERNATIONAL) LIMITED
EATON VANCE GLOBAL ADVISORS LIMITED
EATON VANCE ADVISERS INTERNATIONAL LTD.
PROXY VOTING POLICIES AND PROCEDURES
I. Introduction
Eaton
Vance Management, Boston Management and Research, Eaton Vance Management (International) Limited, Eaton Vance Global Advisors Limited
and Eaton Vance Advisers International Ltd. (each an “Adviser” and collectively the “Advisers”) have each adopted
and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best
interest of clients, in accordance with its fiduciary duties and, to the extent applicable, Rule 206(4)-6 under the Investment Advisers
Act of 1940, as amended. The Advisers’ authority to vote the proxies of their clients is established by their advisory contracts
or similar documentation. These proxy policies and procedures are intended to reflect current requirements applicable to investment advisers
registered with the U.S. Securities and Exchange Commission (“SEC”). These procedures may change from time to time.
II. Overview
Each Adviser manages its clients’ assets with the overriding goal
of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each
client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities to support
sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies’
economic value.
The exercise of shareholder rights is generally done by casting votes
by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval
of a company’s stock option plans for directors, officers or employees). Each Adviser has established guidelines (“Guidelines”)
as described below and generally will utilize such Guidelines in voting proxies on behalf of its clients. The Guidelines are largely based
on those developed by the Agent (defined below) but also reflect input from the Global Proxy Group (defined below) and other Adviser investment
professionals and are believed to be consistent with the views of the Adviser on the various types of proxy proposals. These Guidelines
are designed to promote accountability of a company’s management and board of directors to its shareholders and to align the interests
of management with those of shareholders. The Guidelines provide a framework for analysis and decision making but do not address all potential
issues.
Except as noted below, each Adviser will vote any proxies received by
a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance with
the Guidelines in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below.
The Agent is currently Institutional Shareholder Services Inc. Where applicable, proxies will be voted in accordance with client-specific
guidelines or, in the case of an Eaton Vance Fund that is sub-advised, pursuant to the sub-adviser’s proxy voting policies and procedures.
Although an Adviser retains the services of the Agent for research and voting recommendations, the Adviser remains responsible for proxy
voting decisions.
III. Roles and Responsibilities
A. Proxy Administrator
The Proxy Administrator and/or her designee coordinate the
consideration of proxies referred back to the Adviser by the Agent, and otherwise administers these Procedures. In the Proxy Administrator’s
absence, another employee of the Adviser may perform the Proxy Administrator’s responsibilities as deemed appropriate by the Global
Proxy Group. The Proxy Administrator also may designate another employee to perform certain of the Proxy
Administrator’s duties hereunder, subject to the oversight of the Proxy Administrator.
Eaton Vance Tax-Managed Buy-Write Income Fund | 47 | SAI dated [____], 2023 |
B. Agent
The Agent is responsible for coordinating with the clients’
custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed
in a timely fashion. Each Adviser shall instruct the custodian for its clients to deliver proxy ballots and related materials to the Agent.
The Agent shall vote and/or refer all proxies in accordance with the Guidelines. The Agent shall retain a record of all proxy votes handled
by the Agent. With respect to each Eaton Vance Fund memorialized therein, such record must reflect all of the information required to
be disclosed in the Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of 1940, to the extent applicable.
In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such
materials to an Adviser upon request.
Subject to the oversight of the Advisers, the Agent shall
establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers,
including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose
such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations
of the Agent shall refer to those in which no conflict of interest has been identified. The Advisers are responsible for the ongoing oversight
of the Agent as contemplated by SEC Staff Legal Bulletin No. 20 (June 30, 2014) and interpretive guidance issued by the SEC in August
2019 regarding proxy voting responsibilities of investment advisers (Release Nos. IA-5325 and IC-33605). Such oversight currently may
include one or more of the following and may change from time to time:
| · | periodic review of Agent’s proxy voting platform and reporting capabilities (including recordkeeping); |
| · | periodic review of a sample of ballots for accuracy and correct application of the Guidelines; |
| · | periodic meetings with Agent’s client services team; |
| · | periodic in-person and/or web-based due diligence meetings; |
| · | receipt and review of annual certifications received from the Agent; |
| · | annual review of due diligence materials provided by the Agent, including review of procedures and practices regarding potential conflicts
of interests; |
| · | periodic review of relevant changes to Agent’s business; and/or |
| · | periodic review of the following to the extent not included in due diligence materials provided by the Agent: (i) Agent’s staffing,
personnel and/or technology; (ii) Agent’s process for seeking timely input from issuers (e.g., with respect to proxy voting
policies, methodologies and peer group construction); (iii) Agent’s process for use of third-party information; (iv) the Agent’s
policies and procedures for obtaining current and accurate information relevant to matters in its research and on which it makes voting
recommendations; and (v) Agent’s business continuity program (“BCP”) and any service/operational issues experienced
due to the enacting of Agent’s BCP. |
C. Global Proxy Group
The Adviser shall establish a Global Proxy Group which is
responsible for establishing the Guidelines (described below) and reviewing such Guidelines at least annually. The Global Proxy Group
shall also review recommendations to vote proxies in a manner that is contrary to the Guidelines and when the proxy relates to a conflicted
company of the Adviser or the Agent as described below.
The members of the Global Proxy Group shall include the Chief
Equity Investment Officer of Eaton Vance Management (“EVM”) and selected members of the Equity Departments of EVM and Eaton
Vance Advisers International Ltd. (“EVAIL”) and EVM’s Global Income Department. The Proxy Administrator is not a voting
member of the Global Proxy Group. Members of the Global Proxy Group may be changed from time to time at the Advisers’ discretion.
Matters that require the approval of the Global Proxy Group may be acted upon by its member(s) available to consider the matter.
IV. Proxy Voting
A. The Guidelines
The Global Proxy Group shall establish recommendations for
the manner in which proxy proposals shall be voted (the “Guidelines”). The Guidelines shall identify when ballots for specific
types of proxy proposals shall be voted(1) or
referred to the Adviser. The Guidelines shall address a wide variety of individual topics, including, among other matters, shareholder
voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations,
mergers, issues of corporate social responsibility and other proposals affecting shareholder rights. In determining the Guidelines, the
Global Proxy Group considers the recommendations of the Agent as well as input from the Advisers’ portfolio managers and analysts
and/or other internally developed or third party research.
Eaton Vance Tax-Managed Buy-Write Income Fund | 48 | SAI dated [____], 2023 |
The Global Proxy Group shall review the Guidelines at least
annually and, in connection with proxies to be voted on behalf of the Eaton Vance Funds, the Adviser will submit amendments to the Guidelines
to the Fund Boards each year for approval.
With respect to the types of proxy proposals listed below,
the Guidelines will generally provide as follows:
1. Proposals Regarding Mergers and Corporate Restructurings/Disposition
of Assets/Termination/Liquidation and Mergers
The Agent shall be directed to refer proxy proposals accompanied
by its written analysis and voting recommendation to the Proxy Administrator and/or her designee for all proposals relating to Mergers
and Corporate Restructurings.
2. Corporate Structure Matters/Anti-Takeover Defenses
As a general matter, the Advisers will normally vote against
anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the
case of closed-end management investment companies).
3. Proposals Regarding Proxy Contests
The Agent shall be directed to refer contested proxy proposals
accompanied by its written analysis and voting recommendation to the Proxy Administrator and/or her designee.
4. Social and Environmental Issues
The Advisers will vote social and environmental proposals
on a “case-by-case” basis taking into consideration industry best practices and existing management policies and practices.
Interpretation and application of the Guidelines is not intended
to supersede any law, regulation, binding agreement or other legal requirement to which an issuer or the Adviser may be or become subject.
The Guidelines generally relate to the types of proposals that are most frequently presented in proxy statements to shareholders. In certain
circumstances, an Adviser may determine to vote contrary to the Guidelines subject to the voting procedures set forth below.
B. Voting Procedures
Except as noted in Section V below, the Proxy Administrator
and/or her designee shall instruct the Agent to vote proxies as follows:
1. Vote in Accordance with Guidelines
If the Guidelines prescribe the manner in which the proxy
is to be voted, the Agent shall vote in accordance with the Guidelines, which for certain types of proposals, are recommendations of the
Agent made on a case-by-case basis.
2. Seek Guidance for a Referred Item or a Proposal for
which there is No Guideline
If (i) the Guidelines state that the proxy shall be referred
to the Adviser to determine the manner in which it should be voted or (ii) a proxy is received for a proposal for which there is no Guideline,
the Proxy Administrator and/or her designee shall consult with the analyst(s) covering the company subject to the proxy proposal and shall
instruct the Agent to vote in accordance with the determination of the analyst. The Proxy Administrator and/or her designee will maintain
a record of all proxy proposals that are referred by the Agent, as well as all applicable recommendations, analysis and research received
and the resolution of the matter. Where more than one analyst covers a particular company and the recommendations of such analysts for
voting a proposal subject to this Section IV.B.2 conflict, the Global Proxy Group shall review such recommendations and any other available
information related to the proposal and determine the manner in which it should be voted, which may result in different recommendations
for clients (including Funds).
3. Votes Contrary to the Guidelines or Where Agent is
Conflicted
In the event an analyst with respect to companies within
his or her coverage area may recommend a vote contrary to the Guidelines, the Proxy Administrator and/or her designee will provide the
Global Proxy Group with the Agent’s recommendation for the proposal along with any other relevant materials, including a description
of the basis for the analyst’s recommendation via email and the Proxy Administrator and/or designee will then instruct the Agent
to vote the proxy in the manner determined by the Global Proxy Group. Should the vote by the Global Proxy
Group concerning one or more recommendations result in a tie, EVM’s Chief Equity Investment Officer will determine the manner in
which the proxy will be voted. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting
any votes cast on behalf of the Eaton Vance Funds contrary to the Guidelines, and shall do so quarterly. A similar process will be followed
if the Agent has a conflict of interest with respect to a proxy as described in Section VI.B.
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4. Do Not Cast a Vote
It shall generally be the policy of the Advisers to take
no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the
time the vote is to be cast. In addition, the Advisers may determine not to vote (i) if the economic effect on shareholders’ interests
or the value of the portfolio holding is indeterminable or insignificant (e.g., proxies in connection with securities no longer
held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence); (ii) if the cost
of voting a proxy outweighs the benefits (e.g., certain international proxies, particularly in cases in which share blocking practices
may impose trading restrictions on the relevant portfolio security); or (iii) in markets in which shareholders’ rights are limited; and
(iv) the Adviser is unable to access or access timely ballots or other proxy information. Non-Votes may also result in certain cases in
which the Agent’s recommendation has been deemed to be conflicted, as provided for herein.
C. Securities on Loan
When a fund client participates in the lending of its securities
and the securities are on loan at the record date for a shareholder meeting, proxies related to such securities generally will not be
forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event that the Adviser determines
that the matters involved would have a material effect on the applicable fund’s investment in the loaned securities, the Adviser
will make reasonable efforts to terminate the loan in time to be able to cast such vote or exercise such consent. The Adviser shall instruct
the fund’s security lending agent to refrain from lending the full position of any security held by a fund to ensure that the Adviser
receives notice of proxy proposals impacting the loaned security.
V. Recordkeeping
The Advisers will maintain records relating to the proxies they vote
on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:
| · | A copy of the Advisers’ proxy voting policies and procedures; |
| · | Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s EDGAR
database or are kept by the Agent and are available upon request; |
| · | A record of each vote cast; |
| · | A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that
memorializes the basis for such a decision; and |
| · | Each written client request for proxy voting records and the Advisers’ written response to any client request (whether written
or oral) for such records. |
All records described above will be maintained in an easily accessible
place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.
Notwithstanding anything contained in this Section V, Eaton Vance Trust
Company shall maintain records relating to the proxies it votes on behalf of its clients in accordance with laws and regulations applicable
to it and its activities. In addition, EVAIL shall maintain records relating to the proxies it votes on behalf of its clients in accordance
with UK law.
VI. Assessment of Agent and Identification and Resolution of Conflicts
with Clients
A. Assessment
of Agent
The Advisers shall establish that the Agent (i) is independent
from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations
in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize,
and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall
do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection
with establishing the Agent’s independence, competence or impartiality.
B. Conflicts of Interest
As fiduciaries to their clients, each Adviser puts the interests
of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts
of interest, each Adviser will take the following steps:
| · | Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the
Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter of certain
Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers
or EVD. |
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| · | A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted Companies”)
and provide that list to the Proxy Administrator. |
| · | The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred
a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report
that fact to the Global Proxy Group. |
| · | If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines
contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the Agent, as applicable,
he or she will (i) inform the Global Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence
of the material conflict and the resolution of the matter. |
| · | If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group
will then determine if a material conflict of interest exists between the relevant Adviser and its clients (in consultation with the Legal
and Compliance Department if needed). If the Global Proxy Group determines that a material conflict exists, prior to instructing the Agent
to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from: |
| · | The client, in the case of an individual, corporate, institutional or benefit plan client; |
| · | In the case of a Fund, its board of directors, any committee, sub-committee or group of Independent Trustees (as long as such committee,
sub-committee or group contains at least two or more Independent Trustees); or |
| · | The adviser, in situations where the Adviser acts as a sub-adviser to such adviser. |
The Adviser will provide all reasonable assistance to each party to
enable such party to make an informed decision.
If the client, Fund board or adviser, as the case may be, fails to instruct
the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from
voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’ proxies would
have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted Company, the Adviser
may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’ interests. In either
case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.
The Advisers shall also identify and address conflicts that may arise
from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15)
calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with
such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose
a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information shall include, but is not
limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division clients and related revenue data.
The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for
which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall
be referred to the Global Proxy Group for consideration accompanied by the Agent’s written analysis and voting recommendation. The
Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Global Proxy Group.
| (1) | The
Guidelines will prescribe how a proposal shall be voted or provide factors to be considered
on a case-by-case basis by the Agent in recommending a vote pursuant to the Guidelines. |
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APPENDIX C
PARAMETRIC PORTFOLIO ASSOCIATES LLC
PROXY VOTING POLICIES AND PROCEDURES
Policy
Parametric Portfolio Associates LLC (“Parametric”) has adopted
and implemented these policies and procedures which it believes are reasonably designed to ensure that proxies are voted in the best interests
of clients, in accordance with its fiduciary obligations and applicable regulatory requirements. When it has been delegated the responsibility
to vote proxies on behalf of a client, Parametric will generally vote them in accordance with its Proxy Voting Guidelines, attached hereto
as Exhibit A. The Proxy Voting Guidelines are set and annually reviewed by the firm’s Proxy Voting Committee (the “Committee”).
Parametric will consider potential conflicts of interest when voting proxies and disclose material conflicts to clients. Parametric will
promptly provide these policies and procedures, as well as proxy voting records, to its clients upon request. As required, Parametric
will retain appropriate proxy voting books and records. In the event that Parametric engages a third party proxy adviser to administer
and vote proxies, it will evaluate its conflicts of interest procedures and confirm its abilities to vote proxies in the client’s
best interest.
Regulatory Requirements
Rule 206(4)-6 under the Investment Advisers Act requires that an investment
adviser that exercises voting authority over client proxies to adopt and implement policies and procedures that are reasonably designed
to ensure that the adviser votes proxies in the best interest of the client. The rule specifically requires that the policies and procedures
describe how the adviser addresses material conflicts of interest with respect to proxy voting. The rule also requires an adviser to disclose
to its clients information about those policies and procedures, and how the client may obtain information on how the adviser has voted
the client’s proxies. In addition, Rule 204-2 under the Act requires an adviser to retain certain records related to proxy voting.
Responsibility
The Associate Investment Strategist (the “Coordinator”)
is responsible for the day-to-day administration of the firm’s proxy voting practices. One or more Investment Strategy personnel
are responsible for ensuring proxy ballots are received and voted in accordance with the firm’s Proxy Voting Guidelines (the “Guidelines”).
The Director of Responsible Investing (the “Director”) is responsible for providing guidance with regard to the Proxy Voting
Guidelines. The Committee is responsible for monitoring Parametric’s proxy voting practices and evaluating proxy advisers engaged
to vote proxies on behalf of clients. The Committee is responsible for setting and annually reviewing the firm’s Proxy Voting Policies
and Procedures and Proxy Voting Guidelines. The Compliance Department is responsible for annually reviewing these policies and procedures
to verify that they are adequate, appropriate and effective.
Procedures
Parametric has adopted and implemented procedures to ensure the firm’s
proxy voting policies are observed, executed properly and amended or updated, as appropriate. The procedures are summarized as follows:
New Accounts
| · | Parametric is generally delegated the responsibility to vote proxies on behalf of clients. (This responsibility is typically established
in the investment advisory agreement between the client and Parametric. If not set forth in the advisory agreement, Parametric will assume
the responsibility to vote proxies on the client’s behalf unless it has received written instruction from the client not to. |
| · | When a new client account is established, Parametric will instruct the client’s custodian to forward all proxy materials to
Institutional Shareholder Services (ISS). |
| · | On a weekly basis, the Coordinator performs a reconciliation of all new accounts to ensure that ISS is receiving the proxy ballots
for all client accounts over which Parametric has voting authority. The Coordinator will work with a designated person in CRG with any
discrepancies to Parametric’s proxy voting responsibilities are carried out. |
Proxy Voting Administration
| · | Parametric’s proxy voting is oversighted on a daily basis by the Coordinator, who is a member of Parametric’s Investment
Strategy. The Coordinator is responsible for ensuring proxies are voted in accordance with Parametric’s Proxy Voting Guidelines. |
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| · | The Director will review research and guidance issued by third party proxy voting analysts regarding proxy voting issues relevant
to Parametric’s clients and monitor upcoming shareholder meetings and votes. The Director will provide guidance to the Coordinator
with regard to the Proxy Voting Guidelines and how they apply to proxy ballots. The Director will ensure that rationale for votes cast
is properly documented and reviewed by other Committee members, as warranted. |
| · | Parametric utilizes the ISS ProxyExchange platform to manage, track, reconcile and report proxy voting. Parametric relies on this
application to ensure that all proxies are received and voted in timely manner. |
| · | In the unlikely event that a ballot proposal is not addressed by the Guidelines, the Coordinator will consult with the Director to
confirm that the Proxy Voting Guidelines do not address the proxy issue. If confirmed, the Director may escalate the issue to the Committee
for their consideration. The Committee can review research and guidance issued by third party proxy adviser when making a vote determination.
A vote determination must be approved in writing by not less than two Committee members. The rationale for making the determination will
be documented. |
| · | The Coordinator may abstain from voting a proxy on behalf of a client account if the economic effect on shareholders’ interests
or the value of the holding is indeterminable or insignificant (e.g., the security is no longer held in the client portfolio) or if the
cost of voting the proxy outweighs the potential benefit (e.g., international proxies which share blocking practices may impose trading
restrictions). |
| · | In the rare occasions that accounts that do not hold public equities receive ballots, the Operations Team is responsible for monitoring
those ballots. The Operations Team may work with the Coordinator or the Portfolio Management team to vote the ballots in the best interest
of their holders. |
| · | The Coordinator also conducts periodic reviews for all active accounts of proxies that are not voted
or that are voted inconsistent with firm policy to ensure that appropriate action was taken and documented. As needed the Coordinator
will work with a designated person in CRG that handles proxy voting to reconcile any discrepancies in client accounts. |
Proxy Voting Committee
| · | Parametric has established a Committee which shall meet on a quarterly basis to oversee and monitor the firm’s proxy voting
practices. |
| · | On an annual basis, the Committee will approve the firm’s Proxy Voting Policies and Procedures
and Proxy Voting Guidelines to ensure they are current, appropriate and designed to serve the best interests of clients and fund shareholders. |
Proxy Adviser Due Diligence
| · | In the event that Parametric deems it to be in a client’s best interest to engage a third party proxy adviser, Parametric will
exercise due diligence to ensure that it can provide objective research and recommendations. This evaluation will consider the proxy adviser’s
business and conflict of interest procedures, and confirm that the procedures address the firm’s conflicts. |
| · | On an annual basis, Parametric will monitor the performance of the proxy adviser and assess if changes have impacted their conflict
of interest procedures. Initial and ongoing due diligence evaluations shall be documented in writing. |
Conflicts of interest
| · | The Compliance Department will identify and actively monitor potential conflicts of interest which may compromise the firm’s
ability to vote a proxy ballot in the best interest of clients. Eaton Vance/Morgan Stanley Compliance will maintain a List of Potentially
Conflicted Companies and provide it to Investment Strategy whenever it is updated. The list shall identify potential conflicts resulting
from business relationships with clients, potential clients, service providers, and the firm’s affiliates. |
| · | All proxies are voted by Parametric in accordance with the firm’s Proxy Voting Guidelines. If a proxy ballot is received from
an issuer on the List of Conflicted Companies and a proposal is not addressed by the Guidelines, the Coordinator will forward the issue
to the Director to confirm that the Guidelines do not address the proposal. If confirmed, the Director will escalate the proposal to the
Committee. |
| · | If the Committee determines a material conflict exists and a proposal is not addressed by the Guidelines, it will make a good faith
determination as how to vote the proxy (which may include voting abstain on the proposal not covered by the Proxy Voting Guidelines).
The Committee will provide appropriate instructions to the Coordinator. |
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Proxy Voting Disclosure Responsibilities
| · | As a sub-adviser to various mutual funds registered under the Investment Company Act of 1940, Parametric will, upon each fund’s
request, compile and transmit in a timely manner all data required to be filed on Form N-PX to the appropriate fund’s administrator
or third party service provider designated by the fund’s administrator. |
| · | Parametric will promptly report any material changes to these policies and procedures to its mutual fund clients to ensure that the
revised policies and procedures may be properly reviewed by the funds’ Boards of Trustees and included in the funds’ annual
registration statements. |
Solicitations and Information Requests
| · | Parametric’s proxy voting policies and procedures are summarized and described to clients in Item 17 of the firm’s Form
ADV Brochure (Form ADV Part 2A). Parametric will promptly provide a copy of these proxy voting policies and procedures, which may be updated
from time to time, to a client upon their request. |
| · | Parametric’s Form ADV Brochure discloses to clients how they may obtain information from Parametric about how it voted proxies
on their behalf. Parametric will provide proxy voting information free of charge upon written request. |
| · | Parametric generally will not reveal or disclose to any third-party how it may have voted or intends to vote a proxy until its vote
has been counted at the respective shareholder’s meeting. In accordance with regulatory requirements, Parametric will publicly disclose
its general voting guidelines. No employee of Parametric may accept any benefit in the solicitation of proxies. |
Compliance Review
| · | On an annual basis, the Compliance Department will review the firm’s proxy voting policies and procedures, as required per Rule
206(4)-7, to confirm that they are adequate, effective, and designed to ensure that proxies are voted in clients’ best interests. |
Recordkeeping
| · | Parametric will maintain, in an easily accessible place for a period of seven years, all requisite proxy voting books and records,
including but not limited to: (1) proxy voting policies and procedures, (2) proxy statements received on behalf of client accounts, (3) proxies voted, (4) copies of any documents that were material to making a decision how to vote proxies, and (5) client requests for proxy
voting records and Parametric’s written response to any client request. |
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EXHIBIT A
PARAMETRIC PORTFOLIO ASSOCIATES LLC
PROXY VOTING GUIDELINES
Dated: January 25, 2022
Stock ownership represents an opportunity to participate in the economic
rewards of a long-lived asset and shareholder rights represent an important path to maximizing these benefits. Given this, Parametric
expects the companies in which we invest to adhere to effective governance practices and consider their impact on the environment and
the communities in which they operate. Our Proxy Voting Guidelines (the Guidelines) are designed to safeguard investor capital over the
long-run by supporting qualified, independent boards that show accountability and responsiveness to shareholders and shareholder proposals
that are prudent and relevant. In this effort, we consider the work of recognized corporate governance experts and outside research providers,
as well as collaborative investor groups.
The Guidelines are reviewed annually and updated as needed. Below we
summarize our guiding principles and key considerations for certain types of proposals. In addition to the guiding principles set forth
below, Parametric will review research and guidance issued by third party proxy voting service providers in making voting determinations.
Proposals that are not addressed by the Guidelines will be reviewed by the Proxy Committee and voted in the manner that best meets our
guiding principles.
Board of Directors
Investors rely on the board of directors to oversee management and address
reasonable shareholder concerns. Therefore, the independence, competence, and responsiveness of directors is paramount and assessing nominees
is a major area of focus in our voting. We expect the board be free of conflicts of interest that would impair their ability to fairly
represent the interests of shareholders and to have appropriate expertise. We believe that competent board members can be found throughout
the wider population and a high degree of homogeneity on a board may signal the need for systematic improvement in the nomination process.
Responsiveness includes a willingness to consider labor, human rights, and environmental issues pertinent to the business, in addition
to more routine corporate governance issues. Parametric will vote for nominees who demonstrate these qualities and against individual
directors, or the entire board, in their absence. We will generally support shareholder proposals for independent chairman/CEO roles and
proxy access, with reasonable requirements.
Conditions that could trigger an against or withhold vote for individual
directors or the entire board include:
| · | Majority non-independent board, or lack of independence on key committees |
| · | Lack of gender diversity on the board (generally less than 30%) |
| · | Lack of any racial or ethnic diversity on the board |
| · | Lack of workforce diversity disclosure |
| · | Insufficient attendance at meetings (generally less than 75%), or excessive number of outside boards |
| · | Failure to act on shareholder proposals that have received majority support |
| · | Poor governance practices such as actions to classify the board, or adopt a poison pill or amend bylaws or charter without shareholder
approval |
We believe that chairman of the board and CEO are different jobs that
are best fulfilled by separate individuals, particularly for larger, more complex companies. We expect companies with combined roles to
provide a clear rationale for the benefits and to put governance structures in place to protect against compromised oversight, such as
a lead or presiding director.
In the case of contested elections, nominees will be subjected to similar
analysis and expectations. In particular, dissident directors should present a more compelling strategy for improving company returns
than the incumbent board.
Auditors
Investors rely on auditors to attest to the integrity of a company’s
financial statements, without which the business could not be properly evaluated. It is essential that auditors be independent, accurate,
fair in the fees charged, and not subject to conflicts of interest. Non-audit fees are expected to generally be no more than a quarter
of all fees paid. Parametric will generally vote for ratification of auditors that meet this criteria and vote case-by-case on shareholder
proposals for mandatory rotation.
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Executive Compensation
Executive compensation is an especially complex issue. Properly structured
compensation is essential to attracting and retaining effective corporate management. Poorly structured compensation can create perverse
incentives and contribute to the erosion of public trust. Achieving an ideal compensation package is complicated by questions around how
to measure performance and the extent to which management should be penalized or rewarded by factors outside of their control. In light
of this, our primary concern is to be attuned to packages that are truly outside of generally accepted practices, in either magnitude
or structure, and may incentivize perverse behavior or result in paying for failure. We believe that total shareholder return as well
as other financial metrics can be an appropriate basis for measurement. We generally support compensation that is well-disclosed, reasonably
in line with peers and total shareholder returns, and reflects longer-term strategic company goals. We support annual frequency for say
on pay votes. In the case of equity based pay, we may oppose plans with the potential dilution of greater than 15%. In the case of severance
agreements, we prefer arrangements that are triggered by both a change in control and termination, and are limited to no more than three
times recent annual compensation.
Mergers & Acquisitions
Business combinations can be valuable strategic tool but many fail to
live up to expectations. Each must be evaluated on a case by case basis. In addition to considering valuation, strategic rationale, any
conflicts of interest and potential changes to the governance profile, we may also consider the impact on community stakeholders. We will
generally support combinations that appear to have a high chance of improving shareholder value over the long-run.
Capital Structure
Obtaining additional capital may be necessary to finance vital projects
and take advantage of opportunities for growth but this potential value must be weighed any potentially negative impact on existing shareholders.
Considerations for authorization of certain types of capital are as follows:
| · | Common Stock – Voted case-by-case. The rationale for the increase and opportunity cost of not approving the request must overcome
the dilutive impact. Prior use of authorized shares will also be considered. Requests for increases more than 100% of the existing authorization
will generally be opposed, in the absence of a clear need. In the case of dual-class structure, increases in the class of stock with superior
voting rights will be opposed. |
| · | Preferred Stock – Requests for preferred stock with clearly specified and reasonable terms will be supported. Requests for stock
with unspecified terms (blank check) will be opposed. |
| · | Debt Restructuring – supported if bankruptcy is expected without restructuring, considered on a case by case otherwise. |
Shareholder Rights
Without certain shareholder rights, investors’ votes can become
useless. Broadly, we support proposals that enhance voting rights and vote against those that seek to undermine them. Furthermore, we
will vote against/withhold for directors that take actions to abridge shareholder rights. We believe that in most cases each common share
should have one vote, and that a simple majority of voting shares should be all that is required to effect change.
| · | Majority Voting Standard – In almost all cases we prefer a majority vote standard for binding votes. We also expect management
to be responsive to non-binding votes that have received majority support. In the case that there are more nominees than board seats,
we support a plurality vote requirement. |
| · | Supermajority Requirements – We are generally opposed to supermajority vote requirements. However, in select cases we might
actually support maintaining existing supermajority requirements as a means to protect minority shareholders if new owners seek to change
charter or bylaws after a dilutive stock or warrant issuance. |
| · | Cumulative Voting – Although we do not generally prefer cumulative voting, it may be warranted in certain cases as a safeguard
for shareholders and will therefore be evaluated on a case by case basis. |
| · | Confidential Voting – We support confidential voting systems in which management and shareholders receive only vote totals and
individual proxies and ballots are made available only to vote tabulators and inspectors. |
| · | Right to call meetings and act by written consent – We support proposals that enhance shareholders’ ability to act independently
of management, with reasonable requirements, and oppose any that preclude it. |
| · | Unequal Voting Rights – Dual-class capitalization structure with unequal voting rights is at odds with the principle that voting
rights be commensurate with economic interest. We expect companies with unequal voting rights structures to have a clear rationale for
the benefits and an overall governing structure that avoids potential issues related to management or board entrenchment. |
| · | Bundled Proposals – Individual proposals should never be bundled, however, in the case that they are, we will support the bundle
if the combined effect is expected to be beneficial to shareholders and against if not. |
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| · | Poison Pills – Although poison pills can be used legitimately, we are more concerned about their potential to be used as a management
entrenchment device. We expect the board to provide clear rationale for the pill and submit it to a shareholder vote. We generally prefer
shorter terms for pills and unequivocally oppose any features that limit the ability of future boards to eliminate it. We will support
reasonably designed pills to protect net operating loss tax assets. |
| · | Access to the Proxy – We support providing shareholders the right to nominate director candidates on management’s proxy
card, with certain requirements to help prevent abuse of this right. |
| · | Greenmail – Targeted share repurchases of stock from investors seeking control of the company is an inappropriate use of resources
and discriminates against other shareholders. We support anti-greenmail provisions in a charter or bylaws. However, we vote against anti-greenmail
proposals that have been bundled with proposals that we do not support. |
Environmental and Social Shareholder Resolutions:
Shareholder resolutions are an important communication mechanism between
the board and shareholders. In addition to supporting any of the shareholder resolutions on general governance mentioned previously, we
also support resolutions that encourage the board to improve relevant policies and disclosures as well as take action on certain matters.
Our guiding principles are that businesses must adhere to internationally recognized labor and human rights standards; be transparent
around corporate practices involving weapons, repressive governments, public health and product safety; maintain accountability for lobbying
and political contributions; and set and report on environmental performance goals related to the firm’s long-term strategy. We
will not support resolutions on matters best left to the board’s discretion or addressed via legislation or regulation, or that
would be unduly burdensome.
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Eaton Vance Tax-Managed Buy-Write Income Fund
Statement of Additional Information
[___], 2023
________________
Investment Adviser and Administrator of
Eaton Vance Tax-Managed Buy-Write Income Fund
Eaton Vance Management
Two International Place
Boston, MA 02110
Sub-Adviser of
Eaton Vance Tax-Managed Buy-Write Income Fund
Parametric Portfolio Associates LLC
800 Fifth Avenue, Suite 2800
Seattle, WA 98104
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Eaton Vance Tax-Managed Buy-Write Income Fund | 58 | SAI dated [____], 2023 |
PART C
OTHER INFORMATION
| ITEM 25. | FINANCIAL
STATEMENTS AND EXHIBITS |
Included in Part
A:
Financial Highlights.
Included in Part
B:
Registrant’s
Certified Shareholder Report on Form N-CSR filed February 27, 2023 (Accession
No. 00001193125-23-050910) and incorporated herein by reference.
_______________________________
|
(a) |
(1) |
Agreement
and Declaration of Trust dated November 17, 2004 filed as Exhibit (a) is incorporated herein by reference to the Registrant’s
initial Registration Statement on Form N-2 (File Nos. 333-120666, 811-21676) as to the Registrant’s common shares of beneficial
interest (“Common Shares”) filed with the Securities and Exchange Commission on November 22, 2004 (Accession No. 0000898432-04-000976)
(“Initial Common Shares Registration Statement”). |
|
|
(2) |
Amendment
to Agreement and Declaration of Trust dated February 7, 2005 filed as Exhibit (a)(2) is incorporated herein by reference to Pre-Effective
Amendment No. 1 to the Initial Common Shares Registration Statement as filed with the Securities and Exchange Commission on March
23, 2005 (Accession No. 0000950135-05-001628) (“Pre-Effective Amendment No. 1”). |
|
|
(3) |
Amendment
to Agreement and Declaration of Trust dated August 11, 2008 filed as Exhibit (a)(3) is incorporated herein by reference to the Registrant’s
initial Shelf Registration Statement on Form N-2 (File Nos. 333-214544, 811-21676) as to the Registrant’s common shares of
beneficial interest (“Common Shares”) filed with the Securities and Exchange Commission on November 10, 2016 (Accession
No. 0000940394-16-003206) (“Initial Shelf Registration Statement”). |
|
(b) |
|
Amended
and Restated By-Laws dated August 13, 2020 is incorporated herein by reference to the Registrant’s Form 8-K filed with the
Securities and Exchange Commission on August 13, 2020 (Accession No. 0000940394-20-001227). |
|
(c) |
|
Not
applicable. |
|
(d) |
|
Form
of Specimen Certificate for Common Shares of Beneficial Interest filed as Exhibit (d) is incorporated herein by reference to Pre-Effective
Amendment No. 1. |
|
(e) |
|
Dividend
Reinvestment Plan filed as Exhibit (e) is incorporated herein by reference to Pre-Effective Amendment No. 1. |
|
(f) |
|
Not
applicable. |
|
(g) |
(1) |
Investment
Advisory Agreement dated March 1, 2021 between the Registrant and Eaton Vance Management filed as Exhibit (g)(1) is incorporated
herein by reference to Post-Effective Amendment No. 2 filed April 22, 2021 (Accession No. 0000940394-21-000767). |
|
|
(2) |
Investment
Sub-Advisory Agreement dated March 1, 2021 between Eaton Vance Management and Parametric Portfolio Associates LLC filed as Exhibit
(g)(2) is incorporated herein by reference to Post-Effective Amendment No. 2 filed April 22, 2021 (Accession No. 0000940394-21-000767). |
|
(h) |
(1) |
Form
of Underwriting Agreement filed as Exhibit (h) is incorporated herein by reference to Pre-Effective Amendment No. 1. |
|
|
(2) |
Form
of Master Selected Dealer Agreement filed as Exhibit (h)(2) is incorporated herein by reference to Pre-Effective Amendment No. 2
to the Registrant’s Initial Common Shares Registration Statement as filed with the Securities and Exchange Commission on April
22, 2005 (Accession No. 0000950135-05-002147) (“Pre-Effective Amendment No. 2”). |
|
|
(3) |
Form
of Master Agreement among Underwriters filed as Exhibit (h)(3) is incorporated herein by reference to Pre-Effective Amendment No.
2. |
|
|
(4) |
Form of Distribution Agreement with respect to the Rule 415 shelf offering filed herewith. |
|
|
(5) |
Form of Sub-Placement Agent Agreement filed herewith. |
|
(i) |
|
The
Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred
compensation arrangements with its independent Trustees. See in the matter of Capital Exchange Fund, Inc., Release No. IC- 20671
(November 1, 1994). |
|
(j) |
(1) |
Amended
and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank & Trust Company dated September 1, 2013
filed as Exhibit (g)(1) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust
(File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073). |
|
|
(2) |
Amendment
dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Master Custodian Agreement between Eaton Vance Funds and
State Street Bank & Trust Company dated September 1, 2013 filed as Exhibit (g)(1)(b) is incorporated herein by reference to Post-Effective
Amendment No. 79 filed September 24, 2020 (Accession No. 0000940394-20-001312). |
|
|
(3) |
Amended
and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(2) is incorporated
herein by reference to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed
September 27, 2010 (Accession No. 0000940394-10-001000). |
|
|
(4) |
Amendment
Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September
1, 2010 filed as Exhibit (g)(3) is incorporated herein by reference to Post-Effective Amendment No. 39 of Eaton Vance Municipals
Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641). |
|
|
(5) |
Amendment
dated September 1, 2013 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1,
2010 filed as Exhibit (g)(4) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds
Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073). |
|
|
(6) |
Amendment
dated July 18, 2018 and effective June 29, 2018 to Amended and Restated Services Agreement with State Street Bank & Trust Company
dated September 1, 2010 filed as Exhibit (g)(5) to Post-Effective Amendment No. 212 filed July 31, 2018 (Accession No. 0000940394-18-001408)
and incorporated herein by reference. |
|
|
(7) |
Amendment
dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Services Agreement with State Street Bank & Trust Company
dated September 1, 2010 filed as Exhibit (h)(1)(e) is incorporated herein by reference to Post-Effective Amendment No. 79 of Eaton
Vance Investment Trust (File Nos. 033-01121, 811-04443) filed September 24, 2020 (Accession No. 0000940394-20-001312). |
|
(k) |
(1) |
Transfer
Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment
Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 3 to the Initial
Registration Statement on Form N-2 of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (File Nos. 333-138318, 811-21973)
filed February 21, 2007 (Accession No. 0000950135- 07- 000974). |
|
|
(2) |
Amendment
dated April 21, 2008 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust
Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to
Pre-Effective Amendment No. 1 to the Initial Registration Statement on Form N-2 of Eaton Vance National Municipal Opportunities Trust
(File Nos. 333-156948, 811-22269) filed April 21, 2009 (Accession No. 0000950135- 09- 083055). |
|
|
(3) |
Amendment
dated June 13, 2012 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust
Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to
Pre-Effective Amendment No. 2 to the Initial Registration Statement on Form N-2 of Eaton Vance High Income 2021 Target Term Trust
(File Nos. 333-209436, 811-23136) filed April 25, 2016 (Accession No. 0000950135- 16- 552383). |
|
|
(4) |
Administrative
Services Agreement dated March 1, 2021 between the Registrant and Eaton Vance Management filed as Exhibit (k)(4) is incorporated
herein by reference to Post-Effective Amendment No. 2 filed April 22, 2021 (Accession No. 0000940394-21-000767). |
|
|
(5) |
Form
of Structuring Fee Agreement filed as Exhibit (k)(4) is incorporated herein by reference to Pre-Effective Amendment No. 1. |
|
|
(6) |
Form
of Organizational and Expense Reimbursement Arrangement filed as Exhibit (k)(5) is incorporated herein by reference to Pre-Effective
Amendment No. 2. |
|
|
(7) |
Form
of Additional Compensation Agreement filed as Exhibit (k)(6) is incorporated herein by reference to Pre-Effective Amendment No. 2. |
|
(l) |
|
Opinion of Internal Counsel filed herewith. |
|
(m) |
|
Not
applicable. |
|
(n) |
|
Consent of Independent Registered Public Accounting Firm filed herewith. |
|
(o) |
|
Not
applicable. |
|
(p) |
|
Letter
Agreement with Eaton Vance Management dated April 14, 2005 filed as Exhibit (p) is incorporated herein by reference to Pre-Effective
Amendment No. 2. |
|
(q) |
|
Not
applicable. |
|
(r) |
(1) |
Code
of Ethics adopted by the Eaton Vance Funds effective June 1, 2021 filed as Exhibit (p)(1)(a) to Post-Effective Amendment No. 240
of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed October 29, 2021 (Accession No. 0000940394-21-001414) and incorporated
herein by reference. |
|
|
(2) |
Code
of Ethics and Personal Trading Guidelines adopted by Morgan Stanley Investment Management Public Side effective January 1, 2022 filed
as Exhibit (p)(1)(b) to Post-Effective Amendment No. 242 of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed December
23, 2021 (Accession No. 0000940394-21-001566) and incorporated herein by reference. |
(s) |
|
|
Calculation of Filing Fee Tables filed herewith. |
| ITEM 26. | MARKETING
ARRANGEMENTS |
See Form of Distribution Agreement
with respect to the Rule 415 shelf offering filed herewith.
See Form of Sub-Placement Agent Agreement
to be filed herewith.
| ITEM 27. | OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION |
The approximate expenses in connection
with the offering are as follows:
Registration
and Filing Fees |
$ |
3,693 |
FINRA
Fees |
$ |
500 |
New
York Stock Exchange Fees |
$ |
19,556 |
Costs
of Printing and Engraving |
$ |
0 |
Accounting
Fees and Expenses |
$ |
2,050 |
Legal
Fees and Expenses |
$ |
7,000 |
Total |
$ |
32,799 |
*Eaton Vance Management, the Fund’s Adviser, will pay expenses of the offering (other than the applicable commissions).
| ITEM 28. | PERSONS
CONTROLLED BY OR UNDER COMMON CONTROL |
None.
| ITEM 29. | NUMBER
OF HOLDERS OF SECURITIES |
Set forth below is the number of record
holders as of March 31, 2023, of each class of securities of the Registrant:
Title
of Class |
|
Number
of Record Holders |
Common
Shares of Beneficial interest, par value $0.01 per share |
|
19,030 |
The Registrant’s Amended and Restated
By-Laws and the Form of Distribution Agreement filed herewith contain provisions limiting the liability, and providing for indemnification,
of the Trustees and officers under certain circumstances.
The Registrant’s Trustees and officers
are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors
and omissions committed in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
| ITEM 31. | BUSINESS
AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
Reference is made to: (i) the information
set forth under the caption “Investment advisory and other services” in the Statement of Additional Information; (ii) the
Morgan Stanley 10-K filed under the Securities and Exchange Act of 1934, as amended (the “1934 Act”) (File No. 001-11758);
the most recent Eaton Vance Corp. 10-K filed under the 1934 Act (File No. 001-8100); and (iii) the Form ADV of Eaton Vance Management
(File No. 801-15930) and Parametric Portfolio Associates LLC (File No. 801-60485) filed with the Commission under the Investment Advisers
Act of 1940, as amended, all of which are incorporated herein by reference.
| ITEM 32. | LOCATION
OF ACCOUNTS AND RECORDS |
All applicable accounts, books and documents
required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are in the possession and custody of the Registrant’s custodian, State Street Bank and Trust Company, State Street Financial Center,
One Lincoln Street, Boston, MA 02111, and its transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th
Avenue, Brooklyn, NY 11219, with the exception of certain corporate documents and portfolio trading documents which are in the possession
and custody of Eaton Vance Management, Two International Place, Boston, MA 02110. Registrant is informed that all applicable accounts,
books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management
located at Two International Place, Boston MA 02110 and Parametric Portfolio Associates LLC located at 800 Fifth Avenue, Suite 2800,
Seattle, WA 98104 and 518 Riverside Avenue, Westport, CT 06880.
| ITEM 33. | MANAGEMENT
SERVICES |
Not applicable.
1. Not
applicable.
2. Not
applicable.
3. The
Common Shares being registered will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act. Accordingly,
the Fund undertakes
(a) To
file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) To
reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(3) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however,
that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction
A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed
to be the initial bona fide offering thereof;
(c) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;
(d) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(1)
if the Registrant is relying on Rule 430B [17 CFR 230.430B]:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
(2)
if the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.
(e) that
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
(2) free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrants;
(3) the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant;
and
(4) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. The
Registrant undertakes that:
(a) for
the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under the Securities
Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and
(b) for
the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
5. The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons
of the Fund pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid
by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue
7. The
Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of an oral or written request, any prospectus or Statement of Additional Information.
NOTICE
A copy of the Agreement
and Declaration of Trust of Eaton Vance Tax-Managed Buy-Write Income Fund is on file with the Secretary of State of The Commonwealth
of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant
as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually, but are binding only upon the assets and property of the Registrant.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the
Commonwealth of Massachusetts, on the 28th day of April, 2023.
|
EATON
VANCE TAX-MANAGED BUY-WRITE INCOME FUND |
|
|
|
By: |
R.
Kelly Williams, Jr.* |
|
|
R.Kelly
Williams, Jr., President |
Pursuant to the requirements of the Securities
Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
|
|
R.
Kelly Williams, Jr.* |
President
(Chief Executive Officer) |
R. Kelly
Williams, Jr. |
|
|
|
James
F. Kirchner* |
Treasurer
(Principal Financial and Accounting Officer) |
James
F. Kirchner |
|
|
|
Signature |
Title |
Signature |
Title |
|
|
|
|
Alan
C. Bowser* |
Trustee |
Anchal
Pachnanda* |
Trustee |
Alan
C. Bowser |
|
Anchal
Pachnanda |
|
|
|
|
|
Thomas
E. Faust Jr.* |
Trustee |
Keith
Quinton* |
Trustee |
Thomas
E. Faust Jr. |
|
Keith
Quinton |
|
|
|
|
|
Mark
R. Fetting* |
Trustee |
Marcus
L. Smith* |
Trustee |
Mark
R. Fetting |
|
Marcus
L. Smith |
|
|
|
|
|
Cynthia
E. Frost* |
Trustee |
Susan
J. Sutherland* |
Trustee |
Cynthia
E. Frost |
|
Susan
J. Sutherland |
|
|
|
|
|
George
J. Gorman* |
Trustee |
Scott
E. Wennerholm* |
Trustee |
George
J. Gorman |
|
Scott
E. Wennerholm |
|
|
|
|
|
Valerie
A. Mosley* |
Trustee |
Nancy
A. Wiser* |
Trustee |
Valerie
A. Mosley |
|
Nancy
A. Wiser |
|
|
|
|
|
*By: |
/s/
Deidre E. Walsh |
|
|
Deidre
E. Walsh (As attorney-in-fact) |
|
|
|
|
|
|
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