Eaton Vance Closed-End Funds Announce Proposed Merger

The Boards of Trustees of Eaton Vance Tax-Managed Buy-Write Strategy Fund (EXD) (the Acquired Fund) and Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV) (the Acquiring Fund) have approved a proposal for the Acquired Fund to merge with and into the Acquiring Fund.

The proposed merger is subject to approval by Acquired Fund shareholders at a Special Meeting of Shareholders scheduled for Thursday, February 2, 2023. A proxy statement/prospectus containing information about the meeting and the proposed merger will be mailed to the Acquired Fund’s shareholders of record as of November 21, 2022. No action is needed by shareholders of the Acquiring Fund. Each Fund is a diversified closed-end management investment company sponsored and managed by Eaton Vance Management. Each Fund is listed on the New York Stock Exchange.

The Acquired Fund has the same investment objectives and substantially the same investment policies and restrictions as the Acquiring Fund. Additional information regarding the proposed merger will be contained in the proxy statement/prospectus.

The merger is currently expected to be completed in the first or second quarter of 2023, subject to required shareholder approvals and the satisfaction of applicable regulatory requirements and customary closing conditions.

If the merger is approved, each Acquired Fund shareholder will be issued common shares of the Acquiring Fund at an exchange ratio based on the Funds’ respective net asset values per share. Following the merger, the Acquiring Fund will continue to be managed in accordance with its existing investment objectives and strategies.

Eaton Vance applies in-depth fundamental analysis to the active management of equity, income, alternative and multi-asset strategies. Eaton Vance’s investment teams follow time-tested principles of investing that emphasize ongoing risk management, tax management (where applicable) and the pursuit of consistent long-term returns. The firm’s investment capabilities encompass the global capital markets. For more information, visit evmanagement.com. Eaton Vance is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.

Additional Information about the Funds and the Merger

This press release is not intended to, and does not, constitute an offer to purchase or sell shares of the Funds; nor is this press release intended to solicit a proxy from any shareholder of the Funds. The solicitation of the purchase or sale of securities or proxies to effect the merger described herein will only be made by a final, effective registration statement, which will include a definitive proxy statement/prospectus, after the registration statement is declared effective by the U.S. Securities and Exchange Commission (the SEC).

This press release references a registration statement, which will include a proxy statement/prospectus to be filed by the Acquiring Fund. This registration statement has yet to be filed with the SEC. After the registration statement is filed with the SEC, it may be amended or withdrawn. The proxy statement/prospectus will not be distributed to shareholders of the Acquired Fund unless and until the registration statement is declared effective by the SEC.

The Funds and their trustees and officers, Eaton Vance Management and its officers and employees, and other persons may be deemed to be participants in the solicitation of proxies with respect to the merger described herein. Fund shareholders and other investors may obtain more detailed information regarding the direct and indirect interests of a Fund’s trustees and officers, Eaton Vance Management and its officers and employees, and other persons by reading the proxy statement/prospectus relating to the merger when it is filed with the SEC.

Fund shareholders are urged to read the proxy statement/prospectus and any other relevant documents when they become available because they will contain important information about the proposed merger. After they are filed, copies of the proxy statement/prospectus will be available on the SEC’s website at www.sec.gov.

The Funds’ shares are subject to investment risk, including possible loss of principal invested. No Fund is a complete investment program and you may lose money investing in a Fund. An investment in a Fund may not be appropriate for all investors. Additional information about the Funds, including performance and portfolio characteristic information, is available at www.eatonvance.com.

Statements in this press release that are not historical facts are forward-looking statements as defined by the United States securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors that are, in some cases, beyond a Fund’s control and could cause actual results to differ materially from those set forth in the forward-looking statements.

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