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Correspondence 0000940394-23-000027 from Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV) (CIK 0001322436) (ETV)

Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV) (CIK 0001322436)
Date: Jan. 9, 2023 · CIK: 0001322436 · Accession: 0000940394-23-000027

AI Filing Summary & Sentiment

File numbers found in text: 333-268498

Date
January 9, 2023
Author
/s/ Nicholas Di Lorenzo
Form
CORRESP
Company
Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV) (CIK 0001322436)

Letter

VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form N-14 for Eaton Vance Tax-Managed By-Write Opportunities Fund (File No.: 333-268498)

Dear Ms. Hamilton:

This letter responds to the comment provided by you on January 5, 2023 to the undersigned via telephone in connection with your review of the Proxy Statement and Registration Statement on Form N-14 filed on December 22, 2022 (Accession No. 0000940394-22-001565) (the “Registration Statement”) with respect to the proposed reorganization of the Eaton Vance Tax-Managed Buy-Write Strategy Fund (the “Acquired Fund”) with and into the Eaton Vance Tax-Managed Buy-Write Opportunities Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).

We have reproduced the comment below and immediately thereafter provided the Funds’ response. The response will be reflected in a pre-effective amendment to the Registration Statement (the “Amendment”). We request that the Staff review the Amendment as promptly as possible and contact the undersigned at its earliest possible convenience if the Staff has any further comments. The Registrant seeks effectiveness of the Amendment no later than January 10, 2023. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

Comment: Please provide explanatory notes for the adjustments included in the “Pro Forma” section of the Capitalization table.

Response: The Amendment will reflect the requested revisions.

If you have any questions or comments concerning the foregoing, please contact the undersigned at (857) 330-9333.

Sincerely,
/s/ Nicholas Di Lorenzo

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Eaton Vance Management

Two International Place

Boston, MA 02110

(617) 482-8260

www.eatonvance.com

January 9, 2023

VIA EDGAR

Lauren Hamilton

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

  	Re:	Registration Statement
on Form N-14 for Eaton Vance Tax-Managed By-Write Opportunities Fund (File No.: 333-268498)

Dear Ms. Hamilton:

This letter responds to the comment provided by you
on January 5, 2023 to the undersigned via telephone in connection with your review of the Proxy Statement and Registration Statement on
Form N-14 filed on December 22, 2022 (Accession No. 0000940394-22-001565) (the “Registration Statement”) with respect to the
proposed reorganization of the Eaton Vance Tax-Managed Buy-Write Strategy Fund (the “Acquired Fund”) with and into the Eaton
Vance Tax-Managed Buy-Write Opportunities Fund (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”).

We have reproduced the comment below and immediately
thereafter provided the Funds’ response. The response will be reflected in a pre-effective amendment to the Registration Statement
(the “Amendment”). We request that the Staff review the Amendment as promptly as possible and contact the undersigned at its
earliest possible convenience if the Staff has any further comments. The Registrant seeks effectiveness of the Amendment no later than
January 10, 2023. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

Comment: Please provide explanatory
notes for the adjustments included in the “Pro Forma” section of the Capitalization table.

Response: The Amendment will reflect
the requested revisions.

If you have any questions or comments concerning the foregoing, please contact
the undersigned at (857) 330-9333.

Sincerely,

/s/ Nicholas Di Lorenzo

Nicholas Di Lorenzo