Eaton Vance Tax-Managed Buy-Write Opportunities Fund Sample Contracts

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EXHIBIT (k)(7) FORM OF STRUCTURING FEE AGREEMENT
Indemnification Agreement • June 24th, 2005 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • New York
FORM OF DISTRIBUTION AGREEMENT EATON VANCE [ ] TRUST Two International Place Boston, Massachusetts 02110
Distribution Agreement • April 20th, 2020 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • Massachusetts

Eaton Vance [ ] Trust is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-[ ] and 811-[ ]) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the “1933 Act”), to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

FORM OF SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Agent Agreement • April 20th, 2020 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • New York

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [ ], a Massachusetts business trust (the “Fund”), of up to [ ] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2022 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Tax-Managed Buy-Write Opportunities Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 10th, 2016 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund

AGREEMENT made this 6th day of August, 2012, between Eaton Vance Tax-Managed Buy-Write Opportunities Fund, a Massachusetts business trust (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 23rd, 2021 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • Massachusetts

AGREEMENT made this 1st day of March, 2021, between Eaton Vance Tax-Managed Buy-Write Opportunities Fund, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and PARAMETRIC PORTFOLIO ASSOCIATES LLC for Eaton Vance Tax-Managed Buy-Write OPPORTUNITIES Fund
Investment Sub-Advisory Agreement • March 14th, 2022 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and PARAMETRIC PORTFOLIO ASSOCIATES LLC for Eaton Vance Tax-Managed Buy-Write OPPORTUNITIES Fund
Eaton Vance Tax-Managed Buy-Write Opportunities Fund • April 23rd, 2021 • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 14th, 2023 • Eaton Vance Tax-Managed Buy-Write Opportunities Fund

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 14th day of April, 2023, by and between Eaton Vance Tax-Managed Buy-Write Strategy Fund (“Acquired Fund”), a Massachusetts business trust, and Eaton Vance Tax-Managed Buy-Write Opportunities Fund (“Acquiring Fund” and together with Acquired Fund, the “Funds”), a Massachusetts business trust.

Exhibit (k) (4) As of May 18, 2005 To Eaton Vance Tax-Managed Buy-Write Opportunities Fund With Reference to the Investment Advisory Agreement entered into by Eaton Vance Management ("Eaton Vance") with Eaton Vance Tax-Managed Buy-Write Opportunities...
Eaton Vance Tax-Managed Buy-Write Opportunities Fund • May 25th, 2005

With Reference to the Investment Advisory Agreement entered into by Eaton Vance Management ("Eaton Vance") with Eaton Vance Tax-Managed Buy-Write Opportunities Fund (the "Fund") we hereby notify you of the following:

April 14, 2023 Eaton Vance Tax-Managed Buy-Write Strategies Fund Two International Place Boston, Massachusetts 02110 Eaton Vance Tax-Managed Buy- Write Opportunities Fund Two International Place Boston, Massachusetts 02110 Ladies and Gentlemen:
Eaton Vance Tax-Managed Buy-Write Opportunities Fund • April 14th, 2023

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated April 14, 2023, between Eaton Vance Tax-Managed Buy-Write Strategies Fund, a Massachusetts business trust (“Acquired Fund”), and Eaton Vance Tax-Managed Buy-Write Opportunities Fund, a Massachusetts business trust (“Acquiring Fund”, together with Acquired Fund, the “Funds”). The Agreement describes a proposed transaction (the “Reorganization”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire all of the assets of Acquired Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund following which the Acquiring Fund Shares received by Acquired Fund will be distributed by Acquired Fund to its shareholders in liquidation and termination of Acquired Fund. Capitalized terms not defined herein are used herein as

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