REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees
and Shareholders of Eaton Vance Tax-Managed Buy-Write Opportunities Fund:
In planning and performing our audit
of the financial statements of Eaton Vance Tax-Managed Buy-Write Opportunities
Fund (the "Fund") as of and for the year ended December 31, 2023, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), we considered the Fund's internal control over
financial reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-CEN, but not for the purpose of expressing an opinion on the effectiveness of
the Fund's internal control over financial reporting. Accordingly, we express
no such opinion.
The management of the Fund is
responsible for establishing and maintaining effective internal control over
financial reporting. In fulfilling this responsibility, estimates and judgments
by management are required to assess the expected benefits and related costs of
controls. A fund's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A fund's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the fund; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the fund are being made only in accordance with authorizations of management
and trustees of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a fund's assets that could have a material effect on the financial
statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
A deficiency in internal control
over financial reporting exists when the design or operation of a control does
not allow management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a timely basis. A
material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the fund's annual or interim
financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund's
internal control over financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under standards established by
the PCAOB. However, we noted no deficiencies in the Fund's internal control
over financial reporting and its operation, including controls for safeguarding
securities, that we consider to be a material weakness, as defined above, as of
December 31, 2023.
This report is
intended solely for the information and use of management and the Trustees of
Eaton Vance Tax-Managed Buy-Write Opportunities Fund and the Securities and
Exchange Commission and is not intended to be and should not be used by anyone
other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 20, 2024