UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April ~~August 13~~4, ~~2020~~ 2022

Eaton Vance Tax-Managed Buy-Write Strategy Fund

(Exact Name of Registrant as Specified in its Charter)


Massachusetts	811-22380	000000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two International Place
Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 482-8260

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Shares of beneficial interest, $0.01 par value

EXD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or By-Laws; Change in Fiscal Year.~~Events

OnNew ~~August~~Trustee 13, 2020, the Board of Trustees of Eaton Vance Tax-Managed Buy-Write Strategy Fund (the “Fund”) amended and restated the By-Laws of the Fund (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws include provisions (the “Control Share Provisions”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. The Control Share Provisions are primarily intended to protect the interests of the Fund and its shareholders by limiting the risk that the Fund will become subject to undue influence by opportunistic hedge funds or other activist investors. As described further below, the Control Share Provisions do not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, they entrust the Fund’s other “non-interested” shareholders with determining whether to approve the authorization of voting rights for such shares.Appointment

~~Subject~~At toa ~~various~~meeting ~~conditions~~on ~~and~~March ~~exceptions~~15, ~~the~~ ~~Amended~~2022, ~~and~~the ~~Restated~~registrant’s Board ~~By-Laws~~of ~~define~~Trustees a(the “~~Control~~Board”) ~~Share~~appointed ~~Acquisition”~~Nancy toA. ~~include~~Wiser as an ~~acquisition~~independent ofTrustee. ~~Fund~~Ms. ~~shares~~Wiser ~~that, but~~commenced ~~for~~her service on the Board ~~Control~~on ~~Share~~April ~~Provisions~~4, ~~would~~2022. ~~give~~The ~~the~~Board ~~beneficial~~has ~~owner,~~determined ~~upon~~that ~~the~~Ms. ~~acquisition~~Wiser ofis ~~such~~not ~~shares,~~an ~~the~~“interested ~~ability~~person” toas ~~exercise voting~~defined ~~power~~ in ~~the~~Section ~~election~~ 2(a)(19) of ~~Fund~~the ~~Trustees~~Investment inCompany ~~any~~Act of ~~the~~1940, ~~following~~as ~~ranges:~~amended.

~~(i)~~Set ~~One-tenth~~forth orbelow ~~more,~~is ~~but~~certain ~~less~~information ~~than~~with ~~one-fifth of all~~respect ~~voting~~to ~~power;~~Ms. Wiser:

~~(ii)~~Biographical ~~One-fifth or more, but less than one-third of all voting power;~~Information

(iii) One-third or more, but less than a majority of all voting power; or

Name and Year of Birth		Trust Position(s)		Length of Service		Principal Occupation(s) During Past Five Years and Other Relevant Experience		Number of Portfolios in Fund Complex Overseen By Trustee		Other Directorships Held During Last Five Years
NANCY A. WISER 1967		Trustee		Since 2022		Formerly, Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management (2011-2021).		135		None

~~(iv)~~Upcoming ATrustee ~~majority or more of all voting power.~~Retirements

~~Share~~Effective ~~acquisitions~~on ~~prior~~or toabout ~~August~~July 131, ~~2020 are excluded from the definition of Control Share Acquisition~~2022, ~~though~~pursuant ~~such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Subject~~ to ~~various~~a ~~conditions and procedural requirements set forth~~retirement inpolicy ~~the~~adopted ~~Amended~~by ~~and Restated By-Laws, including~~ the ~~delivery of a “Control Share Acquisition Statement” to the Fund’s secretary setting forth certain required information~~Board, aHelen ~~shareholder~~Frame ~~who~~Peters ~~obtains~~and ~~beneficial~~William ~~ownership~~H. ofPark ~~shares~~are inexpected ~~a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders)~~ to ~~approve~~retire ~~the~~as ~~authorization of voting rights for such shares at the next annual meeting of Fund shareholders following the Control Share Acquisition~~Trustees.

~~The~~SIGNATURE above discussion is only a high-level summary of certain aspects of the Control Share Provisions, and is qualified in its entirety by reference to the full Amended and Restated By-Laws. Investors should refer to the Amended and Restated By-Laws for more information.

~~The~~Pursuant ~~Amended~~to ~~and~~the ~~Restated~~requirements ~~Bylaws~~of ~~were~~the ~~effective as~~Securities Exchange Act of ~~August~~1934, as 13amended, ~~2020~~the ~~and~~registrant ~~are~~has ~~attached~~duly ascaused anthis ~~Exhibit~~report ~~and~~to ~~are~~be ~~incorporated~~signed ~~herein~~on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.03		Amended and Restated By-Laws of Eaton Vance Tax-Managed Buy-Write Strategy Fund dated August 13, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Eaton Vance Tax-Managed Buy-Write Strategy Fund

/s/ Deidre E. Walsh

Deidre E. Walsh

Date: April 4, 2022

Vice President & Chief Legal Officer

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