Eaton Vance Tax Managed Buy Write Strategy Fund : Proxy Statement

EATON VANCE TAX-MANAGEDBUY-WRITESTRATEGY FUND

Eaton Vance Management

Two International Place

Boston, Massachusetts 02110

January 11, 2023

Dear Shareholder:

We cordially invite you to attend a Special Meeting of Shareholders of Eaton Vance Tax-ManagedBuy-Write Strategy Fund ("Acquired Fund"), which will be held in a hybrid format at the principal office of Acquired Fund, Two International Place, Boston, Massachusetts 02110, and telephonically on February 2, 2023 at 1:00 p.m. Eastern time, to consider a proposal to approve an Agreement and Plan of Reorganization ("Plan") providing for the reorganization (the "Reorganization") of Acquired Fund with and into Eaton Vance Tax-ManagedBuy-Write Opportunities Fund ("Acquiring Fund" and, together with Acquired Fund, the "Funds"). Under the terms of the Plan, if approved, the shares of Acquired Fund will, in effect, be exchanged for new common shares of Acquiring Fund with an equal aggregate net asset value.

The enclosed combined Proxy Statement and Prospectus describes the Reorganization in detail. We ask you to read the enclosed information carefully and to submit your vote promptly.

After consideration and recommendation by Eaton Vance Management ("Eaton Vance" or the "Adviser"), the investment adviser to each Fund, the Board of Trustees of each of Acquired Fund and Acquiring Fund determined that the Reorganization is in the best interest of Acquired Fund and Acquiring Fund, respectively. The Board of Acquired Fund recommends that shareholders of Acquired Fund approve the Reorganization. Shareholders of Acquired Fund are expected to benefit from the Reorganization because, among other benefits, they would become shareholders of a significantly larger fund that has identical investment objectives and substantially similar investment policies and restrictions as Acquired Fund. Following the Reorganization, Acquiring Fund is expected to have a lower gross expense ratio and an identical or slightly lower total net expense ratio and combined advisory and administrative fee rate as is currently borne by Acquired Fund. Acquired Fund shareholders are also expected to benefit from substantial continuity in management and administration following the Reorganization. The Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

As part of our effort to maintain a safe and healthy environment at the meeting, we are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed in the enclosed material, shareholders may attend the meeting in person or telephonically. We realize that most shareholders will not be able to attend the meeting and vote their shares in person. However, Acquired Fund does need your vote. You can vote by mail, telephone, or over the Internet, as explained in the enclosed proxy materials. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person. By voting promptly, you can help Acquired Fund avoid the expense of additional solicitation.

If you would like additional information concerning this proposal, please call one of our service representatives at 1-800-467-0743 Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time. Your participation

in this vote is extremely important.

Sincerely,

Edward J. Perkin

Edward J. Perkin

President

Your vote is important - please return your proxy card promptly.

Shareholders are urged to sign and mail the enclosed proxy in the enclosed postage prepaid envelope or vote by telephone or over the Internet by following the enclosed instructions. Your vote is important whether you own a few shares or many shares.

EATON VANCE TAX-MANAGEDBUY-WRITE STRATEGY FUND

("Acquired Fund")

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 2, 2023

To the shareholders of Acquired Fund:

A shareholder meeting for Acquired Fund will be held in a hybrid format at Two International Place, Boston, Massachusetts 02110 and telephonically on February 2, 2023, at 1:00 p.m. Eastern time to consider the following:

1. A proposal to approve an Agreement and Plan of Reorganization by and between Acquired Fund and Eaton Vance Tax-ManagedBuy-Write Opportunities Fund ("Acquiring Fund"), pursuant to which Acquired Fund will transfer all of its assets to Acquiring Fund in exchange for shares of Acquiring Fund and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund. Shareholders of Acquired Fund will receive a proportional distribution of shares of Acquiring Fund.
   The Board of Trustees of Acquired Fund recommends that you vote "FOR" this proposal.
2. Any other business that may properly come before the meeting and any adjourned or postponed sessions thereof.

Shareholders of record as of the close of business on November 21, 2022 are entitled to vote at the meeting or any postponement or adjournment thereof.

By order of the Board of Trustees,

Nicholas S. Di Lorenzo

Nicholas S. Di Lorenzo

Secretary

January 11, 2023

IMPORTANT

Shareholders can help the Board of Trustees of Acquired Fund avoid the necessity and additional expense of further solicitations, which may be necessary to obtain a quorum, by promptly returning the enclosed proxy or voting by telephone or over the Internet. The enclosed addressed envelope requires no postage if mailed in the United States and is included for your convenience.

QUESTIONS AND ANSWERS

Regarding the Proposed Reorganization of Eaton Vance Tax-ManagedBuy-Write Strategy Fund ("Fund")

with and into Eaton Vance Tax-ManagedBuy-Write Opportunities Fund

Answers to questions about the proposed reorganization should be reviewed along with the proxy materials.

Q: Why did I receive a Proxy Statement?

1. You are being asked to vote on an important matter related to your Fund. The Trustees of your Fund voted to recommend a reorganization (the "Reorganization") of your Fund with and into Eaton Vance Tax- Managed Buy-Write Opportunities Fund. Fund shareholders are being asked to consider and approve an Agreement and Plan of Reorganization pursuant to which the Reorganization would be effected at a special meeting scheduled to be held on February 2, 2023 at 1:00 p.m. Eastern time.
   The Trustees of your Fund recommend that you vote "FOR" the proposal.

Q: How will the Reorganization affect me?

1. The Fund and Eaton Vance Tax-ManagedBuy-Write Opportunities Fund have identical investment objectives and substantially similar investment policies. There are no material differences between the Funds' fundamental and non-fundamental investment restrictions. If the Reorganization is approved and completed, as a shareholder of the Fund, you will become a shareholder of Eaton Vance Tax-ManagedBuy-Write Opportunities Fund, and the number of shares you receive will be based on the pre-merger net asset value of your Fund shares. Please refer to the Proxy Statement/Prospectus for a detailed explanation of the Reorganization, including a comparison of the investment objectives, policies and risks of the Fund and the Eaton Vance Tax-ManagedBuy-Write Opportunities Fund, and for a more complete description of Eaton Vance Tax-ManagedBuy-Write Opportunities Fund.

Q: Are there costs or U.S. federal income tax consequences of the Reorganization?

1. The expenses of the Reorganization (whether or not completed) will be borne 50% by the Fund and 50% by Eaton Vance Management ("Eaton Vance" or the "Adviser"). The expenses of the Reorganization that will be split are estimated to be approximately $300,000 for legal costs and $70,000 for costs associated with proxy solicitation, printing, and mailing. The Fund will bear any brokerage or other portfolio transaction costs, including costs associated with repositioning the Fund's portfolio in advance of the Reorganization, which are described in the Proxy Statement/Prospectus and are expected to be de minimis. The tax basis and holding period of a shareholder's Fund shares are expected to carry over to the shares the shareholder receives in the Reorganization. Neither the Funds nor the Adviser will pay any expenses of shareholders arising out of or in connection with the Reorganization.
   The Reorganization is expected to be tax-free for U.S. federal income tax purposes. The Fund is expected to reposition a portion of its portfolio in anticipation of the Reorganization to avoid adverse tax consequences associated with violating the Funds' principal strategy to limit the overlap between their stock portfolio holdings and each of the S&P 500® Composite Stock Price Index and the NASDAQ-100® Index to less than 70%, based on fair market value, on an ongoing basis. Such a violation will result in the recognition of certain gains and losses. Based on the portfolio composition and valuations as of September 30, 2022, this repositioning would result in the Fund realizing approximately $6.4 million in net long-term gains and approximately $66,000 in net short-term losses, although the actual impact of this repositioning will vary based on a variety of factors, including market volatility and ordinary course portfolio transactions. The Fund expects that its capital loss carryforwards will be sufficient to offset these net long-term gains. To the extent that is not the case, capital gains recognized in these sales on a net basis will be distributed to the Fund's shareholders as capital-gain dividends (to the extent of net realized long-term capital gains in excess of net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains in excess of net realized long-term capital losses).
   Because the Reorganization will end the tax year of the Fund, it will accelerate distributions to shareholders from the Fund for its short tax year ending on the date of the Reorganization. These tax year-end distributions