FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application pursuant to Section 8(f) of the Investment Company
Act of 1940,
as amended (the “Act”), and Rule 8f-1 thereunder
for Order Declaring that
Company Has Ceased to be an Investment Company.
I. General Identifying Information
| 1. | Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): |
[X] Merger
[
] Liquidation
[ ] Abandonment
of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the form.)
[
] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of the form.)
| 2. | Name of fund: Eaton Vance Tax-Managed Buy-Write Strategy Fund |
| 3. | Securities and Exchange Commission
File No.: 811-22380 |
| 4. | Is this an initial Form N-8F or an
amendment to a previously filed Form N-8F? |
[ ] Initial Application [X] Amendment
| 5. | Address of Principal Executive Office
(include No. & Street, City, State, Zip Code): |
Two International Place, Boston, MA 02110
| 6. | Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: |
Nicholas S. Di Lorenzo, Esq.
Eaton Vance
Two International Place
Boston, MA 02110
(617) 672-7176
Nick.DiLorenzo@morganstanley.com
| 7. | Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance
with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: |
Eaton Vance Management
Two International Place
Boston, MA 02110
(617) 482-8260
(maintains records as investment adviser and administrator)
State Street Bank and Trust Company
One Congress Street
Boston, MA 02114-2016
(617) 786-3000
(maintains records as custodian)
American Stock Transfer & Trust Company, LLC
6201 15th Avenue,
Brooklyn, NY 11219
(866) 439-6787
(maintains records as transfer agent)
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-3 and 31a-2 for the periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ]
Face-amount certificate company.
9. Subclassification if the fund is
a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed
(e.g., Delaware, Massachusetts):
Massachusetts
| 11. | Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the
fund’s contracts with those advisers have been terminated: |
Eaton Vance Management
Two International Place
Boston, MA 02110
| 12. | Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts
with those underwriters have been terminated: |
N/A
13. If the fund is a unit investment
trust (“UIT”) provide:
(a) Depositor’s
name(s) and address(es):
(b) Trustee’s
name(s) and address(es):
| 14. | Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate
account)? |
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-____
Business Address:
15. | (a) | Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation
or Abandonment of Registration? |
[X] Yes [ ] No
If Yes, state the date on which
the board vote took place: November 8, 2022
If No, explain:
| (b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place: March 16, 2023
If No, explain:
II. Distributions to Shareholders
| 16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
[X] Yes [ ] No
| (a) | If Yes, list the dated(s) on which the fund made those distributions: Merger occurred at the close of business on April 14, 2023. |
(b) Were the distributions made on the
basis of net assets?
[X] Yes [ ] No
(c) Were the distributions
made pro rata based on share ownership?
[ ] Yes [X] No
| (d) | If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated: The Merger Ratio was 0.750447085. Merger ratio was based on the Eaton Vance Tax-Managed Buy-Write
Strategy Fund’s and the Acquiring fund’s respective net asset values per share on merger date. |
(e) Liquidations
only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [X] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to
the fund’s shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders
does the fund have as of the date this form is filed?
(b) Describe the
relationship of each remaining shareholder to the fund:
| 19. | Are there any shareholders who have not yet received distributions in complete liquidation of their interests? |
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See
question 18 above).
[ ]
Yes [X] No
If Yes,
| (a) | Describe the type and amount of each asset retained by the fund as of the date this form is filed: |
(b) Why has the
fund retained the remaining assets?
(c) Will the remaining
assets be invested in securities?
[ ] Yes [
] No
| 21. | Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or
any other liabilities? |
[ ] Yes [X]
No
If Yes,
(a) Describe the
type and amount of each debt or other liability;
(b) How does the
fund intend to pay these outstanding debts or other liabilities?
IV. Information About Event(s) Leading
to Request for Deregistration
22. (a) List the expenses incurred in
connection with the Merger or Liquidation:
| (i) | Legal expenses: Approximately $150,676 |
| (ii) | Accounting expenses: Approximately $10,500 |
| (iii) | Other expenses (list and identify separately): Approximately $43,214 |
| (iv) | Total expenses (sum of lines (i)-(iii) above): Approximately
$204,390 |
(b) How were those
expenses allocated? The total expense reported in response to Item 22(a)(iv)
was allocated equally between the Fund and its investment
adviser, Eaton Vance Management.
(c) Who paid those
expenses? See response to Item 22(b).
(d) How did the
fund pay for unamortized expenses (if any)? N/A
| 23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
[ ] Yes [X]
No
If Yes, cite the release numbers of the Commission’s notice and
order or, if no notice or order has been issued, the file number and date the application was filed:
V. Conclusion
of Fund Business
24. Is the fund a party to any litigation
or administrative proceeding?
[ ] Yes [X]
No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in this litigation:
| 25. | Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? |
[ ] Yes [X]
No
If Yes, describe the nature and extent of those activities:
VI. Mergers
Only
26. | (a) | State the name of the fund surviving the Merger:
Eaton Vance Tax-Managed Buy-Write Opportunities Fund |
| (b) | State the Investment Company Act file number of
the fund surviving the Merger: 811-21735 |
| (c) | If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and the date
the agreement was filed: |
Agreement and Plan of Reorganization by and between Eaton Vance Tax-Managed Buy-Write
Strategy Fund and Eaton Vance Tax-Managed Buy-Write Opportunities Fund (the “Registrant”) dated April 14, 2023, filed as exhibit
(12) to Post-Effective Amendment 1 to Form POS EX of the Registrant (333-268498) filed April 14, 2023 (SEC Accession No. 0000940394-23-00058).
| (d) | If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as
an exhibit to this form. |
VERIFICATION
The undersigned states that (i) he has executed this
Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Eaton Vance Tax-Managed Buy-Write
Strategy Fund, (ii) he is the Secretary of Eaton Vance Tax-Managed Buy-Write Strategy Fund, and (iii) all actions by shareholders, directors,
and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned
states that the facts set forth in this Form N-8F application are true to the best of her knowledge, information and belief.
/s/ Nicholas S. Di Lorenzo
Nicholas S. Di Lorenzo
Secretary
November 30, 2023
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