SEC Form N-8F filed by Eaton Vance Tax-Managed Buy-Write Strategy Fund
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? |
[X] Initial Application [ ] 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
| 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? |
[ ] Yes [X] No
| (a) | If Yes, list the date(s) on which the fund made those distributions: |
| (b) | Were the distributions made on the basis of net assets? |
[ ] Yes [ ] No
| (c) | Were the distributions made pro rata based on share ownership? |
[ ] Yes [ ] 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: |
| (e) | Liquidations only: |
| Were the distributions to shareholders made in kind? |
[ ] Yes [ ] 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
October 10, 2023