Edgar Filing: Eaton Vance Tax-Managed Buy-Write Income Fund

Eaton Vance Tax-Managed Buy-Write Income Fund

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21676

Eaton Vance Tax-Managed Buy-Write Income Fund

(Exact Name of Registrant as Specified in Charter)

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

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260
(Registrant’s Telephone Number)

December 31
Date of Fiscal Year End

June 30, 2012
Date of Reporting Period

Item 1. Reports to Stockholders


Eaton Vance Tax-Managed Buy-Write Income Fund (ETB) Semiannual Report June 30, 2012

Managed Distribution Plan. Pursuant to an exemptive order issued by the Securities and Exchange Commission (Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common share.

The Fund currently distributes quarterly cash distributions equal to $0.3240 per share in accordance with the MDP. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP.

The Fund may distribute more than its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes. The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each calendar year.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

Semiannual Report June 30, 2012

Eaton Vance
Tax-Managed Buy-Write Income Fund

Table of Contents


Performance			2
Fund Profile			2
Endnotes and Additional Disclosures			3
Financial Statements			4
Annual Meeting of Shareholders			17
Board of Trustees’ Contract Approval			18
Officers and Trustees			21
Important Notices			22

Eaton Vance
Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio Managers Walter A. Row III, CFA, CMT, David Stein, Ph.D. and Thomas Seto

Performance¹


% Average Annual Total Returns	Inception Date		Six Months			One Year			Five Years			Since Inception

Fund at NAV		4/29/2005		7.50	%		11.00	%		5.28	%		7.34	%
Fund at Market Price		—		9.76			7.77			2.96			5.65
S&P 500 Index		4/29/2005		9.49	%		5.45	%		0.22	%		4.47	%
CBOE S&P 500 BuyWrite Index		—		4.78			8.15			1.59			4.09

% Premium/Discount to NAV

													-10.76	%
Distributions²

Total Distributions per share for the period												$	0.648
Distribution Rate at NAV													8.61	%
Distribution Rate at Market Price													9.64	%

Fund Profile

Sector Allocation (% of total investments)³

Top 10 Holdings (% of total investments)³


Apple, Inc.	4.7	%
Exxon Mobil Corp.	3.7
Microsoft Corp.	2.3
Chevron Corp.	1.8
AT&T, Inc.	1.8
Coca-Cola Co. (The)	1.8
International Business Machines Corp.	1.7
Philip Morris International, Inc.	1.7
Google, Inc., Class A	1.6
Merck & Co., Inc.	1.5

Total	22.6	%

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested. Fund performance at market price will differ from its results at NAV due to factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for Fund shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to www.eatonvance.com.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Endnotes and Additional Disclosures


¹		S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. CBOE S&P 500 BuyWrite Index measures the performance of a hypothetical buy-write strategy on the S&P 500 Index. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

²		The Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be composed of ordinary income, tax-exempt income, net realized capital gains and return of capital. In recent years, a significant portion of the Fund’s distributions has been characterized as a return of capital.

³		Depictions do not reflect the Fund’s option positions. Excludes cash and cash equivalents.

		Fund profile subject to change due to active management.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio of Investments (Unaudited)


Common Stocks — 101.7%

Security	Shares		Value



Aerospace & Defense — 2.7%

Boeing Co. (The)		26,422	$	1,963,154
Honeywell International, Inc.		54,427		3,039,204
Northrop Grumman Corp.		21,600		1,377,864
Textron, Inc.		19,301		480,016
United Technologies Corp.		42,843		3,235,932


			$	10,096,170




Air Freight & Logistics — 1.0%

C.H. Robinson Worldwide, Inc.		12,698	$	743,214
Expeditors International of Washington, Inc.		13,909		538,974
United Parcel Service, Inc., Class B		28,717		2,261,751


			$	3,543,939




Airlines — 0.1%

Southwest Airlines Co.		36,616	$	337,600


			$	337,600




Auto Components — 0.6%

Dana Holding Corp.		31,658	$	405,539
Goodyear Tire & Rubber Co. (The)⁽¹⁾		10,898		128,705
Johnson Controls, Inc.		48,345		1,339,640
Lear Corp.		7,250		273,543


			$	2,147,427




Automobiles — 0.2%

Ford Motor Co.		94,528	$	906,524


			$	906,524




Beverages — 3.0%

Beam, Inc.		8,560	$	534,914
Coca-Cola Co. (The)		86,673		6,776,962
PepsiCo, Inc.		54,927		3,881,142


			$	11,193,018




Biotechnology — 1.6%

Amgen, Inc.		32,247	$	2,355,321
Celgene Corp.⁽¹⁾		32,350		2,075,576
Gilead Sciences, Inc.⁽¹⁾		25,532		1,309,281
Vertex Pharmaceuticals, Inc.⁽¹⁾		1,850		103,452


			$	5,843,630




Capital Markets — 1.4%

Greenhill & Co., Inc.		14,014	$	499,599
Invesco, Ltd.		38,480		869,648
Lazard, Ltd., Class A		21,525		559,435
Legg Mason, Inc.		10,446		275,461
State Street Corp.		27,413		1,223,716
T. Rowe Price Group, Inc.		24,428		1,537,987
Walter Investment Management Corp.		7,355		172,401


			$	5,138,247




Chemicals — 2.2%

Air Products and Chemicals, Inc.		11,261	$	909,100
CF Industries Holdings, Inc.		2,700		523,098
Dow Chemical Co. (The)		64,146		2,020,599
E.I. du Pont de Nemours & Co.		51,275		2,592,977
Eastman Chemical Co.		3,608		181,735
Sherwin-Williams Co. (The)		13,337		1,765,152


			$	7,992,661




Commercial Banks — 3.8%

Bank of Montreal		4,957	$	273,924
BB&T Corp.		51,539		1,589,978
Fifth Third Bancorp		91,535		1,226,569
KeyCorp		85,122		658,844
M&T Bank Corp.		12,600		1,040,382
PNC Financial Services Group, Inc.		31,765		1,941,159
SunTrust Banks, Inc.		5,538		134,186
U.S. Bancorp		53,344		1,715,543
Wells Fargo & Co.		164,065		5,486,334


			$	14,066,919




Commercial Services & Supplies — 0.6%

ACCO Brands Corp.⁽¹⁾		7,074	$	73,145
Avery Dennison Corp.		15,307		418,493
Waste Management, Inc.		56,032		1,871,469


			$	2,363,107




Communications Equipment — 2.3%

Acme Packet, Inc.⁽¹⁾		3,314	$	61,806
Brocade Communications Systems, Inc.⁽¹⁾		42,403		209,047
Cisco Systems, Inc.		222,878		3,826,815
QUALCOMM, Inc.		78,368		4,363,530


			$	8,461,198

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Computers & Peripherals — 5.2%

Apple, Inc.⁽¹⁾		30,468	$	17,793,312
Hewlett-Packard Co.		64,533		1,297,758
QLogic Corp.⁽¹⁾		20,459		280,084


			$	19,371,154




Construction & Engineering — 0.5%

Fluor Corp.		36,765	$	1,813,985


			$	1,813,985




Consumer Finance — 1.1%

American Express Co.		49,193	$	2,863,525
Discover Financial Services		40,754		1,409,273


			$	4,272,798




Distributors — 0.5%

Genuine Parts Co.		33,297	$	2,006,144


			$	2,006,144




Diversified Financial Services — 2.4%

Bank of America Corp.		72,401	$	592,240
Citigroup, Inc.		123,345		3,380,887
CME Group, Inc.		2,975		797,627
JPMorgan Chase & Co.		113,958		4,071,719


			$	8,842,473




Diversified Telecommunication Services — 3.1%

AT&T, Inc.		190,600	$	6,796,796
CenturyLink, Inc.		22,936		905,743
Verizon Communications, Inc.		84,339		3,748,025


			$	11,450,564




Electric Utilities — 1.1%

Duke Energy Corp.		88,867	$	2,049,273
Edison International		24,992		1,154,630
Pinnacle West Capital Corp.		7,168		370,872
Xcel Energy, Inc.		12,009		341,176


			$	3,915,951




Electrical Equipment — 0.7%

Emerson Electric Co.		53,488	$	2,491,471


			$	2,491,471




Electronic Equipment, Instruments & Components — 0.3%

Corning, Inc.		62,454	$	807,530
Molex, Inc.		13,181		315,553


			$	1,123,083




Energy Equipment & Services — 1.7%

Halliburton Co.		62,164	$	1,764,836
Rowan Cos. PLC⁽¹⁾		30,646		990,785
Schlumberger, Ltd.		56,392		3,660,405


			$	6,416,026




Food & Staples Retailing — 2.3%

CVS Caremark Corp.		60,482	$	2,826,324
Wal-Mart Stores, Inc.		81,955		5,713,902


			$	8,540,226




Food Products — 1.4%

ConAgra Foods, Inc.		33,089	$	857,998
Green Mountain Coffee Roasters, Inc.⁽¹⁾		15,366		334,671
Kellogg Co.		31,044		1,531,401
Kraft Foods, Inc., Class A		54,344		2,098,765
Tyson Foods, Inc., Class A		28,696		540,346


			$	5,363,181




Health Care Equipment & Supplies — 1.9%

Baxter International, Inc.		42,233	$	2,244,684
Covidien PLC		11,380		608,830
Medtronic, Inc.		41,406		1,603,654
Orthofix International NV⁽¹⁾		1,884		77,715
Stryker Corp.		38,437		2,117,879
Zimmer Holdings, Inc.		5,294		340,722


			$	6,993,484




Health Care Providers & Services — 1.7%

Catalyst Health Solutions, Inc.⁽¹⁾		2,738	$	255,839
DaVita, Inc.⁽¹⁾		895		87,898
Express Scripts Holding Co.⁽¹⁾		21,590		1,205,370
HCA Holdings, Inc.		12,216		371,733
Humana, Inc.		3,287		254,545
MEDNAX, Inc.⁽¹⁾		4,666		319,808
Quest Diagnostics, Inc.		7,414		444,098
Team Health Holdings, Inc.⁽¹⁾		8,564		206,307
UnitedHealth Group, Inc.		49,739		2,909,731

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Health Care Providers & Services (continued)


VCA Antech, Inc.⁽¹⁾		18,558	$	407,905


			$	6,463,234



Hotels, Restaurants & Leisure — 1.6%

Marriott International, Inc., Class A		20,645	$	809,284
Marriott Vacations Worldwide Corp.⁽¹⁾		2,064		63,943
McDonald’s Corp.		43,448		3,846,451
Wyndham Worldwide Corp.		26,139		1,378,571


			$	6,098,249




Household Durables — 0.7%

Leggett & Platt, Inc.		11,383	$	240,523
Lennar Corp., Class A		21,018		649,666
Newell Rubbermaid, Inc.		76,798		1,393,116
PulteGroup, Inc.⁽¹⁾		13,636		145,905


			$	2,429,210




Household Products — 1.7%

Clorox Co. (The)		6,843	$	495,844
Kimberly-Clark Corp.		19,850		1,662,835
Procter & Gamble Co.		65,845		4,033,006


			$	6,191,685




Industrial Conglomerates — 1.9%

3M Co.		23,056	$	2,065,818
General Electric Co.		234,418		4,885,271


			$	6,951,089




Insurance — 4.3%

ACE, Ltd.		14,012	$	1,038,710
Allstate Corp. (The)		70,555		2,475,775
AmTrust Financial Services, Inc.		2,518		74,810
Aon PLC		13,139		614,642
Berkshire Hathaway, Inc., Class B⁽¹⁾		31,369		2,613,979
Cincinnati Financial Corp.		23,600		898,452
Hanover Insurance Group, Inc. (The)		1,721		67,343
Hartford Financial Services Group, Inc.		12,332		217,413
Lincoln National Corp.		59,156		1,293,742
Marsh & McLennan Cos., Inc.		50,188		1,617,559
MetLife, Inc.		14,938		460,837
Principal Financial Group, Inc.		29,001		760,696
Prudential Financial, Inc.		22,391		1,084,396
Travelers Companies, Inc. (The)		41,757		2,665,767


			$	15,884,121




Internet & Catalog Retail — 1.0%

Amazon.com, Inc.⁽¹⁾		5,804	$	1,325,343
priceline.com, Inc.⁽¹⁾		2,341		1,555,641
Shutterfly, Inc.⁽¹⁾		28,875		886,174


			$	3,767,158




Internet Software & Services — 2.1%

Google, Inc., Class A⁽¹⁾		10,119	$	5,869,728
VeriSign, Inc.⁽¹⁾		43,013		1,874,077


			$	7,743,805




IT Services — 3.3%

Accenture PLC, Class A		20,711	$	1,244,524
Fidelity National Information Services, Inc.		26,132		890,579
International Business Machines Corp.		33,173		6,487,975
MasterCard, Inc., Class A		6,661		2,864,963
Visa, Inc., Class A		6,713		829,928


			$	12,317,969




Leisure Equipment & Products — 0.5%

Mattel, Inc.		59,998	$	1,946,335


			$	1,946,335




Life Sciences Tools & Services — 1.1%

Agilent Technologies, Inc.		56,277	$	2,208,309
Bruker Corp.⁽¹⁾		4,979		66,271
Thermo Fisher Scientific, Inc.		34,847		1,808,908


			$	4,083,488




Machinery — 1.2%

Caterpillar, Inc.		31,778	$	2,698,270
Eaton Corp.		9,192		364,279
Snap-On, Inc.		6,380		397,155
Stanley Black & Decker, Inc.		10,773		693,350
Timken Co. (The)		8,609		394,206


			$	4,547,260




Marine — 0.0%⁽²⁾

Kirby Corp.⁽¹⁾		1,985	$	93,454


			$	93,454




Media — 4.4%

CBS Corp., Class B		64,211	$	2,104,836
Comcast Corp., Class A		121,712		3,891,133

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Media (continued)


McGraw-Hill Cos., Inc. (The)		45,948	$	2,067,660
Omnicom Group, Inc.		39,439		1,916,735
Scripps Networks Interactive, Class A		1,544		87,792
Time Warner, Inc.		44,322		1,706,397
Walt Disney Co. (The)		96,120		4,661,820


			$	16,436,373




Metals & Mining — 0.8%

Allegheny Technologies, Inc.		7,067	$	225,367
Freeport-McMoRan Copper & Gold, Inc.		25,886		881,936
Nucor Corp.		47,291		1,792,329


			$	2,899,632




Multi-Utilities — 2.6%

Centerpoint Energy, Inc.		17,504	$	361,808
CMS Energy Corp.		91,625		2,153,187
Dominion Resources, Inc.		17,163		926,802
DTE Energy Co.		10,342		613,591
Integrys Energy Group, Inc.		10,554		600,206
NiSource, Inc.		49,999		1,237,475
Public Service Enterprise Group, Inc.		60,956		1,981,070
TECO Energy, Inc.		92,229		1,665,656


			$	9,539,795




Multiline Retail — 0.8%

Big Lots, Inc.⁽¹⁾		8,415	$	343,248
Macy’s, Inc.		58,475		2,008,616
Nordstrom, Inc.		12,248		608,603


			$	2,960,467




Office Electronics — 0.3%

Xerox Corp.		163,512	$	1,286,839


			$	1,286,839




Oil, Gas & Consumable Fuels — 9.8%

Chevron Corp.		65,682	$	6,929,451
ConocoPhillips		63,441		3,545,083
EOG Resources, Inc.		20,592		1,855,545
Exxon Mobil Corp.		162,586		13,912,484
Kinder Morgan, Inc.		22,586		727,721
Occidental Petroleum Corp.		38,373		3,291,252
Peabody Energy Corp.		17,730		434,740
Phillips 66⁽¹⁾		31,720		1,054,373
Range Resources Corp.		22,269		1,377,783
Tesoro Corp.⁽¹⁾		25,722		642,021
Williams Cos., Inc.		72,366		2,085,588
WPX Energy, Inc.⁽¹⁾		24,122		390,294


			$	36,246,335




Paper & Forest Products — 0.2%

MeadWestvaco Corp.		21,446	$	616,573


			$	616,573




Personal Products — 0.0%⁽²⁾

Estee Lauder Cos., Inc. (The), Class A		3,326	$	180,003


			$	180,003




Pharmaceuticals — 6.2%

Abbott Laboratories		77,937	$	5,024,598
Bristol-Myers Squibb Co.		83,905		3,016,385
Johnson & Johnson		71,842		4,853,646
Merck & Co., Inc.		138,154		5,767,929
Pfizer, Inc.		171,390		3,941,970
Warner Chilcott PLC⁽¹⁾		25,088		449,577


			$	23,054,105




Professional Services — 0.2%

Manpower, Inc.		4,353	$	159,538
Robert Half International, Inc.		19,811		566,000


			$	725,538




Real Estate Investment Trusts (REITs) — 1.8%

Apartment Investment & Management Co., Class A		12,428	$	335,929
AvalonBay Communities, Inc.		11,002		1,556,563
Equity Residential		14,774		921,306
Health Care REIT, Inc.		6,813		397,198
Host Hotels & Resorts, Inc.		58,590		926,894
Kimco Realty Corp.		78,276		1,489,592
Plum Creek Timber Co., Inc.		5,304		210,569
ProLogis, Inc.		22,296		740,896


			$	6,578,947




Real Estate Management & Development — 0.1%

CB Richard Ellis Group, Inc., Class A⁽¹⁾		19,604	$	320,721


			$	320,721

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Road & Rail — 0.9%

J.B. Hunt Transport Services, Inc.		3,521	$	209,852
Kansas City Southern		13,949		970,292
Norfolk Southern Corp.		28,268		2,028,794


			$	3,208,938




Semiconductors & Semiconductor Equipment — 2.3%

Analog Devices, Inc.		24,272	$	914,326
Applied Materials, Inc.		15,313		175,487
Broadcom Corp., Class A⁽¹⁾		44,213		1,494,399
Cirrus Logic, Inc.⁽¹⁾		12,388		370,154
Cree, Inc.⁽¹⁾		21,482		551,443
Intel Corp.		154,529		4,118,198
Microchip Technology, Inc.		15,385		508,936
Teradyne, Inc.⁽¹⁾		32,470		456,528


			$	8,589,471




Software — 3.8%

Concur Technologies, Inc.⁽¹⁾		27,992	$	1,906,255
Microsoft Corp.		283,705		8,678,536
Oracle Corp.		106,479		3,162,427
Quest Software, Inc.⁽¹⁾		11,338		315,763
Symantec Corp.⁽¹⁾		8,033		117,362


			$	14,180,343




Specialty Retail — 1.3%

Abercrombie & Fitch Co., Class A		4,343	$	148,270
Advance Auto Parts, Inc.		4,927		336,120
Home Depot, Inc. (The)		65,676		3,480,171
Tiffany & Co.		14,641		775,241


			$	4,739,802




Textiles, Apparel & Luxury Goods — 0.6%

Coach, Inc.		25,941	$	1,517,030
NIKE, Inc., Class B		7,588		666,074


			$	2,183,104




Thrifts & Mortgage Finance — 0.2%

BankUnited, Inc.		24,813	$	585,091
Hudson City Bancorp, Inc.		40,046		255,093


			$	840,184




Tobacco — 2.5%

Altria Group, Inc.		46,067	$	1,591,615
Philip Morris International, Inc.		72,826		6,354,797
Reynolds American, Inc.		27,499		1,233,880


			$	9,180,292




Trading Companies & Distributors — 0.1%

Fastenal Co.		10,080	$	406,325


			$	406,325



Total Common Stocks — 101.7%
(identified cost $261,401,495)			$	377,381,824




Warrants — 0.0%⁽²⁾

Security	Shares		Value




Oil, Gas & Consumable Fuels — 0.0%⁽²⁾

Kinder Morgan, Inc., Expires 5/25/17⁽¹⁾		34,165	$	73,797



Total Warrants
(identified cost $31,800)			$	73,797



Total Investments — 101.7%
(identified cost $261,433,295)			$	377,455,621


Call Options Written — (1.9)%

	Number of		Strike		Expiration
Description	Contracts		Price		Date		Value


S&P 500 Index		330	$	1,340		7/21/12	$	(1,133,550	)
S&P 500 Index		655		1,345		7/21/12		(2,014,125	)
S&P 500 Index		635		1,350		7/21/12		(1,727,200	)
S&P 500 Index		635		1,355		7/21/12		(1,514,475	)
S&P 500 Index		350		1,360		7/21/12		(722,750	)



Total Call Options Written
(premiums received $5,510,433)							$	(7,112,100	)



Other Assets, Less Liabilities — 0.2%							$	950,261



Net Assets — 100.0%							$	371,293,782

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


⁽¹⁾		Non-income producing security.

⁽²⁾		Amount is less than 0.05%.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Statement of Assets and Liabilities (Unaudited)


Assets	June 30, 2012

Investments, at value (identified cost, $261,433,295)	$	377,455,621
Cash		1,514,483
Dividends receivable		591,900


Total assets	$	379,562,004





Liabilities

Written options outstanding, at value (premiums received, $5,510,433)	$	7,112,100
Payable for closed options		751,288
Payable to affiliates:
Investment adviser fee		297,034
Trustees’ fees		3,804
Accrued expenses		103,996


Total liabilities	$	8,268,222


Net Assets	$	371,293,782





Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized, 24,654,545 shares issued and outstanding	$	246,545
Additional paid-in capital		270,343,136
Accumulated distributions in excess of net realized gain		(49,358	)
Accumulated distributions in excess of net investment income		(13,667,200	)
Net unrealized appreciation		114,420,659


Net Assets	$	371,293,782





Net Asset Value

($371,293,782 ¸ 24,654,545 common shares issued and outstanding)	$	15.06

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Statement of Operations (Unaudited)


	Six Months Ended
Investment Income	June 30, 2012

Dividends (net of foreign taxes, $1,189)	$	4,370,710


Total investment income	$	4,370,710





Expenses

Investment adviser fee	$	1,835,207
Trustees’ fees and expenses		8,335
Custodian fee		143,012
Transfer and dividend disbursing agent fees		10,095
Legal and accounting services		24,616
Printing and postage		43,071
Miscellaneous		26,655


Total expenses	$	2,090,991


Deduct —
Reduction of custodian fee	$	551


Total expense reductions	$	551



Net expenses	$	2,090,440



Net investment income	$	2,280,270





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	4,357,625
Written options		(1,707,488	)
Foreign currency transactions		(124	)


Net realized gain	$	2,650,013


Change in unrealized appreciation (depreciation) —
Investments	$	24,460,261
Written options		(4,301,037	)


Net change in unrealized appreciation (depreciation)	$	20,159,224



Net realized and unrealized gain	$	22,809,237



Net increase in net assets from operations	$	25,089,507

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Statements of Changes in Net Assets


	Six Months Ended
	June 30, 2012			Year Ended
Increase (Decrease) in Net Assets	(Unaudited)			December 31, 2011

From operations —
Net investment income	$	2,280,270		$	4,641,012
Net realized gain from investment transactions, written options and foreign currency transactions		2,650,013			69,223
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		20,159,224			19,019,121


Net increase in net assets from operations	$	25,089,507		$	23,729,356


Distributions to shareholders —
From net investment income	$	(15,976,145	)*	$	(4,537,520	)
From net realized gain		—			(3,113,445	)
Tax return of capital		—			(24,301,325	)


Total distributions	$	(15,976,145	)	$	(31,952,290	)



Net increase (decrease) in net assets	$	9,113,362		$	(8,222,934	)





Net Assets

At beginning of period	$	362,180,420		$	370,403,354


At end of period	$	371,293,782		$	362,180,420





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of period	$	(13,667,200	)	$	28,675


*		A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Financial Highlights


	Six Months Ended			Year Ended December 31,
	June 30, 2012
	(Unaudited)			2011			2010			2009			2008			2007

Net asset value — Beginning of period	$	14.690		$	15.020		$	15.590		$	13.650		$	19.760		$	20.320





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.092		$	0.188		$	0.185		$	0.223		$	0.281		$	0.230
Net realized and unrealized gain (loss)		0.926			0.778			1.045			3.517			(4.591	)		1.010


Total income (loss) from operations	$	1.018		$	0.966		$	1.230		$	3.740		$	(4.310	)	$	1.240





Less Distributions

From net investment income	$	(0.648	)*	$	(0.184	)	$	(0.183	)	$	(0.300	)	$	(0.280	)	$	(0.228	)
From net realized gain		—			(0.126	)		(0.040	)		—			(0.470	)		(0.693	)
Tax return of capital		—			(0.986	)		(1.577	)		(1.500	)		(1.050	)		(0.879	)


Total distributions	$	(0.648	)	$	(1.296	)	$	(1.800	)	$	(1.800	)	$	(1.800	)	$	(1.800	)



Net asset value — End of period	$	15.060		$	14.690		$	15.020		$	15.590		$	13.650		$	19.760



Market value — End of period	$	13.440		$	12.840		$	14.410		$	16.850		$	12.530		$	17.430



Total Investment Return on Net Asset Value⁽²⁾		7.50	%⁽³⁾		7.78	%		8.82	%		30.53	%		(22.44	)%⁽⁴⁾		6.62	%



Total Investment Return on Market Value⁽²⁾		9.76	%⁽³⁾		(1.74	)%		(3.47	)%		53.69	%		(19.29	)%⁽⁴⁾		(9.43	)%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	371,294		$	362,180		$	370,403		$	383,356		$	335,611		$	485,633
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾		1.14	%⁽⁶⁾		1.15	%		1.12	%		1.12	%		1.11	%		1.11	%
Net investment income		1.24	%⁽⁶⁾		1.30	%		1.26	%		1.61	%		1.68	%		1.15	%
Portfolio Turnover		5	%⁽³⁾		20	%		11	%		34	%		49	%		35	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.
⁽³⁾		Not annualized.
⁽⁴⁾		During the year ended December 31, 2008, the sub-adviser reimbursed the Fund for a realized loss on the disposal of an investment security which did not meet investment guidelines. The loss was less than $0.01 per share and had no effect on total return.
⁽⁵⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁶⁾		Annualized.
*		A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.

See Notes to Financial Statements.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Notes to Financial Statements (Unaudited)

1 Significant Accounting Policies

Eaton Vance Tax-Managed Buy-Write Income Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Fund’s primary investment objective is to provide current income and gains, with a secondary objective of capital appreciation.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates.

D Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of June 30, 2012, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H Indemnifications — Under the Fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Fund) could be deemed to have personal liability for the obligations of the Fund. However, the Fund’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

I Written Options — Upon the writing of a call or a put option, the premium received by the Fund is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Fund’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Fund may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

J Interim Financial Statements — The interim financial statements relating to June 30, 2012 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders

Subject to its Managed Distribution Plan, the Fund intends to make quarterly distributions from its cash available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on stock investments. The Fund intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a substantial return of capital component. For the six months ended June 30, 2012, the amount of distributions estimated to be a tax return of capital was approximately $13,686,000.The final determination of tax characteristics of the Fund’s distributions will occur at the end of the year, at which time it will be reported to the shareholders.

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 1.00% of the Fund’s average daily gross assets and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage, if any. For the six months ended June 30, 2012, the Fund’s investment adviser fee amounted to $1,835,207. Pursuant to a sub-advisory agreement, EVM has delegated a portion of the investment management to Parametric Portfolio Associates LLC (Parametric), an affiliate of EVM. EVM pays Parametric a portion of its advisory fee for sub-advisory services provided to the Fund. EVM also serves as administrator of the Fund, but receives no compensation.

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended June 30, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $18,049,700 and $35,262,587, respectively, for the six months ended June 30, 2012.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

5 Common Shares of Beneficial Interest

The Fund may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares for the six months ended June 30, 2012 and year ended December 31, 2011.

6 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at June 30, 2012, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	261,404,621



Gross unrealized appreciation	$	116,854,386
Gross unrealized depreciation		(803,386	)



Net unrealized appreciation	$	116,051,000

7 Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written call options at June 30, 2012 is included in the Portfolio of Investments.

Written options activity for the six months ended June 30, 2012 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of period		2,730		$	7,207,933
Options written		15,635			32,141,120
Options terminated in closing purchase transactions		(14,520	)		(31,689,098	)
Options expired		(1,240	)		(2,149,522	)



Outstanding, end of period		2,605		$	5,510,433

All of the assets of the Fund are subject to segregation to satisfy the requirements of the escrow agent. At June 30, 2012, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund writes index call options above the current value of the index to generate premium income. In writing index call options, the Fund in effect, sells potential appreciation in the value of the applicable index above the exercise price in exchange for the option premium received. The Fund retains the risk of loss, minus the premium received, should the price of the underlying index decline. The Fund is not subject to counterparty credit risk with respect to its written options as the Fund, not the counterparty, is obligated to perform under such derivatives.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at June 30, 2012 was as follows:


	Fair Value

Derivative	Asset Derivative		Liability Derivative


Written options	$	—	$	(7,112,100	)⁽¹⁾


⁽¹⁾		Statement of Assets and Liabilities location: Written options outstanding, at value.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Notes to Financial Statements (Unaudited) — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the six months ended June 30, 2012 was as follows:


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
Derivative	in Income			Derivatives Recognized in Income


Written options	$	(1,707,488	)⁽¹⁾	$	(4,301,037	)⁽²⁾


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Written options.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

8 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


•	Level 1 – quoted prices in active markets for identical investments

•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•	Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At June 30, 2012, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Common Stocks	$	377,381,824	*	$	—	$	—	$	377,381,824
Warrants		73,797	*		—		—		73,797



Total Investments	$	377,455,621		$	—	$	—	$	377,455,621



Liability Description



Call Options Written	$	(7,112,100	)	$	—	$	—	$	(7,112,100	)



Total	$	(7,112,100	)	$	—	$	—	$	(7,112,100	)


*		The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Fund held no investments or other financial instruments as of December 31, 2011 whose fair value was determined using Level 3 inputs. At June 30, 2012, there were no investments transferred between Level 1 and Level 2 during the six months then ended.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Annual Meeting of Shareholders

The Fund held its Annual Meeting of Shareholders on April 20, 2012. The following action was taken by the shareholders:

Item 1: The election of Scott E. Eston, Benjamin C. Esty, Thomas E. Faust Jr. and Allen R. Freedman as Class I Trustees of the Fund for a three-year term expiring in 2015 and Harriett Tee Taggart as a Class II Trustee of the Fund for a one-year term expiring in 2013.


Nominee for Trustee	Number of Shares
Elected by All Shareholders	For		Withheld


Scott E. Eston		22,770,657		451,156
Benjamin C. Esty		22,761,984		459,829
Thomas E. Faust Jr.		22,756,040		465,773
Allen R. Freedman		22,549,698		672,115
Harriett Tee Taggart		22,745,291		476,522

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 23, 2012, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2012, as well as information considered during prior meetings of the committee. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to benchmark indices and customized peer groups, in each case as approved by the Board with respect to the funds;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;
	•	Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Board of Trustees’ Contract Approval — continued

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2012, with respect to one or more funds, the Board met ten times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met ten, nineteen, seven, eight and fourteen times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund. The Board and its Committees considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory agreement of Eaton Vance Tax-Managed Buy-Write Income Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Parametric Portfolio Associates LLC (the “Sub-adviser”), an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser and coordinating its activities in implementing the Fund’s investment strategy. In particular, the Board considered, where relevant, the abilities and experience of such investment personnel in analyzing factors such as tax efficiency and special considerations relevant to investing in stocks and selling call options on the S&P 500 Index. The Board noted that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience in deploying quantitative-based investment strategies. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading,

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Board of Trustees’ Contract Approval — continued

frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider as well as a customized peer group of similarly managed funds and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2011 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2011, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the Adviser’s profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

Officers and Trustees


Officers of Eaton Vance Tax-Managed Buy-Write Income Fund


Walter A. Row, III President Duncan W. Richardson Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Trustees of Eaton Vance Tax-Managed Buy-Write Income Fund


Ralph F. Verni Chairman Scott E. Eston Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman		William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout Harriett Tee Taggart


*		Interested Trustee

Number of Employees

The Fund is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company and has no employees.

Number of Shareholders

As of June 30, 2012, Fund records indicate that there are 56 registered shareholders and approximately 17,350 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive Fund reports directly, which contain important information about the Fund, please write or call:

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is ETB.

Eaton Vance

Tax-Managed Buy-Write Income Fund

June 30, 2012

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

Share Repurchase Program. On August 6, 2012, the Fund’s Board of Trustees approved a share repurchase program authorizing the Fund to repurchase up to 10% of its currently outstanding common shares in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. Each Fund’s repurchase activity, including the numbers of shares purchased, average price and average discount to net asset value, will be disclosed in the Fund’s annual and semi-annual reports to shareholders.

Closed-End Fund Information. The Eaton Vance closed-end funds make certain fund performance data and information about portfolio characteristics (such as top holdings and asset allocation) available on the Eaton Vance website after the end of each month. Certain fund performance data for the funds, including total returns, are posted to the website shortly after the end of each month. Portfolio holdings for the most recent month-end are also posted to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Individual Investors – Closed-End Funds”.

This Page Intentionally Left Blank

Investment Adviser and Administrator
Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser
Parametric Portfolio Associates LLC

1918 Eighth Avenue, Suite 3100

Seattle, WA 98101

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Fund Offices
Two International Place

Boston, MA 02110


2427-8/12	CE-TMBWISRC

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not required in this filing.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

No such purchases this period.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

(c)		Registrant’s notices to shareholders pursuant to Registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions paid pursuant to the Registrant’s Managed Distribution Plan.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance Tax-Managed Buy-Write Income Fund


	By:	/s/ Walter A. Row, III
		Walter A. Row, III
		President

Date: August 8, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


	By:	/s/ Barbara E. Campbell
		Barbara E. Campbell
		Treasurer

Date: August 8, 2012


	By:	/s/ Walter A. Row, III
		Walter A. Row, III
		President

Date: August 8, 2012