<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>5
<FILENAME>b55027a1exv99wxgyx2y.txt
<DESCRIPTION>SUB-ADVISORY AGREEMENT (RAMPART INVESTMENT COMPANY)
<TEXT>
<PAGE>
                                                                  Exhibit (g)(2)

              EATON VANCE TAX-MANAGED BUY-WRITE OPPORTUNITIES FUND
                        INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT effective this 18th day of April, 2005 between Eaton Vance Management,
a  Massachusetts   business  trust  (the  "Adviser"),   and  Rampart  Investment
Management Company, Inc., a Massachusetts corporation (the "Sub-Adviser").

WHEREAS,  Eaton Vance Tax-Managed Buy-Write  Opportunities Fund (the "Trust") is
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"), as a closed-end, management investment company; and

WHEREAS, pursuant to an Investment Advisory Agreement, dated April 18, 2005 (the
"Advisory Agreement"), a copy of which has been provided to the Sub-Adviser, the
Trust has retained the Adviser to render  advisory and management  services with
regard to the Trust's options strategy; and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser  wishes to retain the  Sub-Adviser  to furnish  investment  advisory
services  to the  Trust  related  to  the  Trust's  options  strategy,  and  the
Sub-Adviser is willing to furnish such services to the Trust and the Adviser.

NOW,  THEREFORE,  in  consideration  of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Sub-Adviser
as follows:

     1.  Appointment.  The Adviser hereby appoints the Sub-Adviser to act as the
investment  adviser for and to manage the  investment  and  reinvestment  of the
assets of the Trust  related to the  Trust's  option  strategy  on the terms set
forth in this Agreement.  The Sub-Adviser accepts such appointment and agrees to
furnish  the  services  herein  set forth  herein  for the  compensation  herein
provided.  The  Sub-Adviser  shall not be responsible for aspects of the Trust's
investment program other than its option strategy,  including without limitation
purchases  and sales of securities  other than options,  selection of brokers to
conduct such  purchases and sales of securities  other than options,  compliance
with investment  policies and restrictions other than those concerning  options,
or proxy voting.

     2. Sub-Adviser  Duties.  Subject to the supervision of the Trust's Board of
Trustees  (the  "Board")  and  the  Adviser,  the  Sub-Adviser  will  provide  a
continuous  investment  program  relating  to the  Trust's  purchase  or sale of
options for the Trust's portfolio.  Subject to approval of the Trust's Board and
notice to the Sub-Adviser, the Adviser retains complete authority immediately to
assume direct responsibility for any function delegated to the Sub-Adviser under
this Agreement.  Subject to the foregoing,  the Sub-Adviser will provide options
investment  research  and conduct a  continuous  program of options  evaluation,
investment,  sales,  and  reinvestment  of the Trust's assets by determining the
options  strategy that the Trust shall pursue,  including which options shall be
purchased,  entered into, sold,  closed,  or exchanged for the Trust, when these
transactions  should be  executed,  and what  portion of the assets of the Trust
shall have options written  against.  The Sub-Adviser  will provide the services
under this  Agreement in  accordance  with the Trust's  investment  objective or
objectives,  policies,  and  restrictions as stated in the Trust's  Registration
Statement filed with the Securities and Exchange  Commission ("SEC"), as amended
(the "Registration Statement"), copies of which shall be sent to the Sub-Adviser
by the  Adviser  prior  to the  commencement  of  this  Agreement  and  promptly
following any such amendment.  The Adviser and the Sub-Adviser  further agree as
follows:

          a. Each of the Adviser and the Sub-Adviser  will conform with the 1940
Act and all rules and regulations  thereunder,  all other applicable federal and
state  laws and  regulations,  with any  applicable  procedures  adopted  by the
Trust's Board of which the  Sub-Adviser has been sent a copy, and the provisions
<PAGE>
of the Registration  Statement, of which the Sub-Adviser has received a copy and
with the Sub-Adviser's  portfolio  manager operating  policies and procedures as
are  approved by the  Adviser.  Each of the Adviser  and the  Sub-Adviser  shall
exercise reasonable care in the performance of its duties under the Agreement.

          b. In  connection  with any  purchase and sale of  securities  for the
Trust related to the  implementation  of the options  strategy  developed by the
Sub-Adviser,  the Sub-Adviser will arrange for the transmission to the custodian
for the Trust  (the  "Custodian")  on a daily  basis  such  confirmation,  trade
tickets,  and other documents and  information,  including,  but not limited to,
Cusip,  Cedel, or other numbers that identify options to be purchased or sold on
behalf of the Trust,  as may be reasonably  necessary to enable the Custodian to
perform its  administrative and recordkeeping  responsibilities  with respect to
the Trust. With respect to options to be settled through the Trust's  Custodian,
the Sub-Adviser will arrange for the prompt  transmission of the confirmation of
such options trades to the Trust's Custodian.

          c. The  Sub-Adviser  will  assist  the  Custodian  in  determining  or
confirming,   consistent   with  the  procedures  and  policies  stated  in  the
Registration  Statement  or adopted by the  Board,  the value of any  options or
other assets of the Trust for which the Sub-Adviser is responsible and for which
the Custodian seeks assistance from or identifies for review by the Sub-Adviser;
provided that the  Sub-Adviser  shall be  responsible  for  determining  in good
faith,  consistent with the procedures and policies  stated in the  Registration
Statement  or adopted by the Board,  the fair value of the Trust's  portfolio of
options for which the  Sub-Adviser  is  responsible  and shall obtain at its own
expense pricing  services for the Trust's  portfolio of options from Interactive
Data ("IDS"),  Bloomberg,  or another pricing service to be mutually agreed. The
parties  acknowledge  that the  Sub-Adviser  is not a  custodian  of the Trust's
assets and will not take possession or custody of such assets.

          d.  Following  the end of the  Trust's  semi-annual  period and fiscal
year,  the  Sub-Adviser  will  assist  the  Adviser  in  preparing  a letter  to
shareholders  containing a discussion of relevant  investment factors in respect
of both the prior quarter and the fiscal year to date.

          e. The  Sub-Adviser  will complete and deliver to the Adviser for each
quarter by the 5th business day of the  following  quarter a written  compliance
checklist in a form provided by the Adviser  relating to the performances of the
Sub-Adviser under this Agreement.

          f. The  Sub-Adviser  will make available to the Trust and the Adviser,
promptly  upon  request,  any of the  Trust's  investment  records  and  ledgers
maintained by the  Sub-Adviser  (which shall not include the records and ledgers
maintained by the Custodian or portfolio  accounting agent for the Trust) as are
necessary to assist the Trust and the Adviser to comply with requirements of the
1940 Act and the  Investment  Advisers Act of 1940,  as amended  (the  "Advisers
Act"),  and the  rules  under  each,  as  well as  other  applicable  laws.  The
Sub-Adviser  will  furnish  to  regulatory   authorities  having  the  requisite
authority any information or reports in connection with such services in respect
to the Trust which may be  requested by such  authorities  in order to ascertain
whether the operations of the Trust are being  conducted in a manner  consistent
with applicable laws and regulations.

          g. The Sub-Adviser will provide reports to the Board for consideration
at meetings of the Board on the options  portion of the  investment  program for
the Trust and the options purchased and sold for the Trust's portfolio, and will
furnish the Board with such  periodic  and special  reports as the Board and the
Adviser may reasonably request.

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          h.  The  Adviser  shall  assure  that  the  Trust  complies  with  its
investment policies and restrictions as set forth in the Registration Statement,
except for policies and restrictions  concerning  implementation  of the Trust's
options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be
responsible  for  the  Trust's  compliance  with  its  investment  policies  and
restrictions  other than those concerning  implementation  of the Trust's option
strategy.

          i.  The  Adviser  acknowledges  that  the  Sub-Adviser  shall  not  be
responsible  for  meeting  or  monitoring  compliance  with the income and asset
diversification  requirements  of Section 851 of the Internal  Revenue Code, and
the Adviser acknowledges that the Adviser is responsible for the same.

     3. Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions
to buy and sell options for the Trust's portfolio,  and to select broker-dealers
and to negotiate brokerage  commission rates in effecting an option transaction.
The Sub-Adviser's  primary consideration in effecting an option transaction will
be to obtain the best  execution for the Trust,  taking into account the factors
specified in the prospectus  and/or statement of additional  information for the
Trust,  and  determined in  consultation  with the Adviser,  which include price
(including the applicable  brokerage  commission or dollar spread),  the size of
the  order,  the  nature  of the  market  for  the  option,  the  timing  of the
transaction,   the  reputation,   experience  and  financial  stability  of  the
broker-dealer involved, the quality of the service, the difficulty of execution,
and the execution  capabilities and operational facilities of the firm involved,
and the firm's risk in positioning a block of options. Accordingly, the price to
the Trust in any  transaction  may be less  favorable  than that  available from
another broker-dealer if the difference is reasonably justified, in the judgment
of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by
other aspects of the portfolio execution services offered. The Sub-Adviser shall
not receive any research service from any  broker-dealer or from any third party
that is paid by such  broker-dealer  in return for placing  trades  through such
broker-dealer  on behalf of the Trust.  The  Sub-Adviser  will  consult with the
Adviser  to  ensure  that  portfolio  transactions  on  behalf  of the Trust are
directed  to  broker-dealers  on the  basis of  criteria  reasonably  considered
appropriate by the Adviser.  To the extent consistent with these standards,  the
Sub-Adviser is further  authorized to allocate the orders placed by it on behalf
of the Trust to an affiliated  broker-dealer.  Such allocation  shall be in such
amounts and proportions as the Sub-Adviser  shall determine  consistent with the
above standards, and the Sub-Adviser will report on said allocation regularly to
the Trust's Board indicating the  broker-dealers  to which such allocations have
been made and the basis therefore.

     4.  Disclosure  about  Sub-Adviser.  The  Sub-Adviser has reviewed the most
recent Amendment to the Registration  Statement for the Trust filed with the SEC
(the  "Registration  Statement") that contain  disclosure about the Sub-Adviser,
and represents and warrants that, with respect only to the disclosure  expressly
concerning  the  Sub-Adviser,  its  business,  operations,  or  employees,  such
Registration  Statement contains,  as of the date hereof, no untrue statement of
any material  fact and do not omit any  statement  of a material  fact which was
required to be stated  therein or  necessary  to make the  statements  contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The Sub-Adviser  further  represents and warrants that it is a duly
registered  investment  adviser  under the Advisers Act and will  maintain  such
registration  so long as this  Agreement  remains in effect.  The Adviser hereby
acknowledges that it has received a copy of the Sub-Adviser's  Form ADV, Part II
at least 48 hours prior to entering into this Agreement.

     5. Expenses.  During the term of this Agreement,  the Sub-Adviser  will pay
all expenses incurred by it and its staff and for their activities in connection
with its duties under this Agreement  including,  but not limited to, rental and
overhead expenses, expenses of the Sub-Adviser's personnel,  pricing services in
accordance  with Section 2,  insurance  of the  Sub-Adviser  and its  personnel,
research services, and taxes of the Sub-Adviser.  The Adviser or the Trust shall

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be  responsible  for  all  other  expenses  of  the  Trust's  or  the  Adviser's
operations,  including  without  limitation  costs of marketing or  distributing
shares of the Trust,  brokerage  expenses and  commissions,  custody and banking
expenses, administration expenses, legal, audit and other professional expenses,
governmental filing fees, and costs of communications with shareholders.

     6.  Compensation.  For the services provided to the Trust, the Adviser will
pay the  Sub-Adviser  an annual fee equal to the amount  specified in Schedule A
hereto,  payable monthly in arrears on the last business day of each month.  The
fee will be  appropriately  prorated to reflect any portion of a calendar  month
that this  Agreement is not in effect  among the parties.  The Adviser is solely
responsible  for the  payment of fees to the  Sub-Adviser,  and the  Sub-Adviser
agrees to seek payment of its fees solely from the Adviser. The Trust shall have
no liability for Sub-Adviser's fee hereunder.

     7.  Materials.  During the term of this  Agreement,  the Adviser  agrees to
furnish  the  Sub-Adviser  at  its  principal  office  all  prospectuses,  proxy
statements,   and  reports  to   shareholders   prepared  for   distribution  to
shareholders of the Trust, all sales literature or advertisements for the Trust,
and all other  communications  with the public of the Trust, or the Adviser that
refer to the  Sub-Adviser in any way, prior to the use thereof,  and the Adviser
shall  not use any such  materials  if the  Sub-Adviser  reasonably  objects  in
writing within 2 business days (or such other period as may be mutually  agreed)
after receipt thereof.  The  Sub-Adviser's  right to object to such materials is
limited to reasonable  objections related to the portions of such materials that
expressly relate to the Sub-Adviser,  its services and its clients.  The Adviser
agrees to use its reasonable  best efforts to ensure that materials  prepared by
its employees or agents or its affiliates  that refer to the  Sub-Adviser or its
clients in any way are consistent  with those materials  previously  approved by
the Sub-Adviser as referenced in the first sentence of this paragraph.

     8. Compliance.

          a.  As  required  by  Rule  206(4)-7   under  the  Advisers  Act,  the
Sub-Adviser has adopted written policies and procedures  reasonably  designed to
prevent violation by it, or any of its supervised  persons,  of the Advisers Act
and the rules under the Advisers Act and all other laws and regulations relevant
to the  performance  of its duties under this  Agreement.  The  Sub-Adviser  has
designated  a chief  compliance  officer  responsible  for  administering  these
compliance  policies  and  procedures.  The  chief  compliance  officer  at  the
Sub-Adviser's  expense shall provide such written compliance reports relating to
the  operations  and  compliance  procedures of the  Sub-Adviser  to the Adviser
and/or  the Trust and  their  respective  chief  compliance  officers  as may be
required  by  law  or  regulation  or as  are  otherwise  reasonably  requested.
Moreover,  the  Sub-Adviser  agrees to use such other or  additional  compliance
techniques  as the  Adviser  or the  Board  may  reasonably  adopt  or  approve,
including written compliance procedures.

          b. The Sub-Adviser  agrees that it shall promptly  notify,  if legally
permitted,  the Adviser and the Trust (1) in the event that the SEC has censured
the  Sub-Adviser;   placed   limitations  upon  its  activities,   functions  or
operations;  suspended or revoked its  registration  as an  investment  adviser;
commenced  proceedings or an  investigation  (formally or  informally)  that may
result  in any of these  actions;  or  corresponded  with the  Sub-Adviser  on a
non-routine basis concerning either the  Sub-Adviser's  performances  under this
Agreement  or any other matter that might  materially  affect the ability of the
Sub-Adviser  to perform its duties  under this  Agreement,  including  sending a
deficiency letter or raising issues about the business, operations, or practices
of  the  Sub-Adviser,   (2)  in  the  event  of  any  notice  of  investigation,
examination,  inquiry,  audit  or  subpoena  of  the  Sub-Adviser  or any of its
officers or  employees by any federal,  state,  municipal or other  governmental
department,  commission,  bureau,  board, agency or instrumentality.  If legally
permitted, the Sub-Adviser will furnish the Adviser, upon request, copies of any

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and all documents relating to the foregoing.  The Sub-Adviser  further agrees to
notify the Adviser  and the Trust  promptly  of any  material  fact known to the
Sub-Adviser  respecting or relating to the Sub-Adviser  that is not contained in
the  Registration  Statement or  prospectus  for the Trust,  or any amendment or
supplement  thereto  that is required to be so  contained,  or if any  statement
contained therein concerning the Sub-Adviser that becomes untrue in any material
respect.

          c. The  Adviser  agrees  that it shall  promptly  notify,  if  legally
permitted,  the  Sub-Adviser  (1) in the  event  that the SEC has  censured  the
Adviser  or the  Trust;  placed  limitations  upon  either of their  activities,
functions, or operations;  suspended or revoked the Adviser's registration as an
investment adviser; suspended or revoked the Trust's registration under the 1940
Act, issued any stop order concerning any offering of the Trust's securities, or
has commenced  proceedings or an  investigation  that may result in any of these
actions,  or corresponded  with the Adviser or the Trust on a non-routine  basis
concerning  the  management or operations of the Trust or the advisory  services
provided by the Adviser to the Trust that would have a material  adverse  impact
on the Sub-Adviser or (2) upon having a reasonable  basis for believing that the
Trust has  ceased to  qualify or might not  qualify  as a  regulated  investment
company under Subchapter M of the Internal  Revenue Code. If legally  permitted,
the Adviser will furnish the  Sub-Adviser,  upon request,  copies of any and all
documents relating to the foregoing.

          d. The  Sub-Adviser  will  provide  the  Adviser  with  such  reports,
presentations,   certifications   and  other  information  as  the  Adviser  may
reasonably  request from time to time  concerning the business and operations of
the  Sub-Adviser in performing  services  hereunder or generally  concerning the
Sub-Adviser's  investment advisory services,  the Sub-Adviser's  compliance with
applicable  federal,  state and local law and  regulations,  and  changes in the
Sub-Adviser's key personnel, investment strategies, policies and procedures, and
other  matters  that are  likely to have a material  impact on the  Sub-Advisers
duties  hereunder.  The Adviser and the Trust shall provide the Sub-Adviser with
such  reports  as the  Sub-Adviser  may  from  time to time  reasonably  request
concerning  their  compliance with applicable  federal,  state and local law and
regulations.

     9. Books and Records.  The Sub-Adviser hereby agrees that all records which
it maintains  for the Trust are the property of the Trust and further  agrees to
surrender  promptly  to the Trust any of such  records  upon the  Trust's or the
Adviser's  request in compliance  with the  requirements of Rule 31a-3 under the
1940 Act,  although the Sub-Adviser  may, at its own expense,  make and retain a
copy of such records. The Sub-Adviser further agrees to preserve for the periods
prescribed  by Rule  31a-2  under  the  1940  Act  the  records  required  to be
maintained by Rule 31a-l under the 1940 Act.

     10.  Cooperation;  Confidentiality;  Proprietary Rights. Each party to this
Agreement  agrees to  cooperate  with the other  party and with all  appropriate
governmental authorities having the requisite jurisdiction  (including,  but not
limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement or the Trust.  Subject to the foregoing,  the  Sub-Adviser  shall
treat as  confidential  and use only in connection  with the Trust in accordance
with this  Agreement all  information  pertaining  to the Trust,  actions of the
Trust or the Adviser,  and the Adviser shall treat as confidential  and use only
in connection  with the Trust in accordance  with this Agreement all information
furnished  to the Trust or the Adviser by the  Sub-Adviser  (and all  derivative
works produced  therefrom),  in connection  with its duties under this Agreement
except that the aforesaid  information  need not be treated as  confidential  if
required to be disclosed  under  applicable  law, if generally  available to the
public  through  means  that do not  involve  a breach  of this  section  by the
Sub-Adviser  or the  Adviser,  or if  available  from a  source  other  than the
Adviser,  Sub-Adviser or the Trust.  The parties  acknowledge that any breach of
the undertaking in the immediately preceding sentence might result in immediate,
irreparable injury to another party and that,  accordingly,  equitable remedies,
including  ex parte  remedies,  are  appropriate  in the  event  of any  actual,
apparent, or threatened breach of such undertaking.

          The Adviser acknowledges that the Sub-Adviser is the sole owner of the
names "Rampart Investment  Management" and "ROMS", and all related names, marks,
and trade dress (the "Rampart Marks") and all associated  goodwill.  The Adviser
shall not take any action inconsistent with such ownership,  including,  without

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limitation, contesting the Sub-Adviser's ownership of or validity of the Rampart
Marks. The Adviser agrees that all use of the Rampart Marks under this Agreement
inures to the benefit of the Sub-Adviser.  Apart from the license granted in the
next  paragraph,  the Adviser shall  acquire no right,  title or interest of any
kind or nature  whatsoever  in the  Rampart  Marks and the  goodwill  associated
therewith by virtue of this  Agreement.  The Adviser shall upon request  execute
and deliver such documents as the Sub-Adviser may reasonably  require to further
evidence,  assure,  and  confirm  the rights of the  Sub-Adviser  in the Rampart
Marks.

          The  Sub-Adviser  hereby  grants  to  the  Adviser  and  the  Trust  a
non-exclusive  worldwide  license  to  use,  publish,  reproduce,   modify,  and
distribute  the  Rampart  Marks  solely in  connection  with the  conduct of the
business of the Trust and in accordance with this Agreement (the "License"). The
Adviser and the Trust shall not use,  publish,  reproduce,  modify or distribute
any Rampart Marks for any other purpose.  The Adviser and the Trust shall comply
with the reasonable written  instructions of the Sub-Adviser  concerning the use
of the  Rampart  Marks  under the  License,  including  instructions  concerning
trademark  notices and updates of the Rampart Marks. The Sub-Adviser  shall have
the right to monitor  and  observe  the  Adviser's  and the  Trust's  use of the
Rampart  Marks  pursuant  to the  License  for the  purpose  of  protecting  and
maintaining  its control over the nature and quality of the Rampart  Marks,  and
the Adviser shall upon request supply Rampart with a written  accounting of such
use.

          The Adviser acknowledges that the Sub-Adviser is the sole owner of the
Rampart  Options  Management  System  ("ROMS").  The Adviser  shall not take any
action  inconsistent  with  such  ownership,   including,   without  limitation,
contesting  the  Sub-Adviser's  ownership of ROMS.  The Adviser shall acquire no
right,  title or  interest of any kind or nature  whatsoever  in ROMS under this
Agreement.  This section  does not prohibit the Advisor,  for the Trust or other
clients,  or the Trust from either (1) contesting what constitutes part of ROMS;
(2) from  using any  systems,  methods or  processes  for  selecting  or trading
options that are not  proprietary to the  Sub-Adviser;  or (3)without the use of
any proprietary processes, methods, or systems of the Sub-Adviser,  managing the
options  strategy  of the Trust  where a portion of the stocks in the  portfolio
have options written on them with the intention of generating income.

     11. Control.  Notwithstanding  any other provision of the Agreement,  it is
understood  and agreed  that the Trust  shall at all times  retain the  ultimate
responsibility  for and  control of all  functions  performed  pursuant  to this
Agreement and has reserved the right to reasonably  direct any action  hereunder
taken on its behalf by the Sub-Adviser.

     12. Liability.

          a.  Except as may  otherwise  be required by the 1940 Act or the rules
thereunder or other applicable law, the Adviser agrees that the Sub-Adviser, any
affiliated  person of the Sub-Adviser,  and each person, if any, who, within the
meaning of  Section  15 of the  Securities  Act of 1933,  as amended  (the "1933
Act"),  controls  the  Sub-Adviser  shall not be liable  for, or subject to, any
damages,  expenses,  or losses in connection with, any act or omission connected
with or arising out of any services  rendered  under this  Agreement,  except by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of the Sub-Adviser's duties, or any breach by the Sub-Adviser of its obligations
or duties under this Agreement.

          b.  Except as may  otherwise  be required by the 1940 Act or the rules
thereunder or other applicable law, the Sub-Adviser agrees that the Adviser, any
affiliated  person of the Adviser,  and each  person,  if any,  who,  within the
meaning of Section 15 of the 1933 Act,  controls the Adviser shall not be liable
for, or subject to, any damages, expenses, or losses in connection with, any act

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or omission  connected  with or arising out of any services  rendered under this
Agreement,  except  by  reason  of  willful  misfeasance,  bad  faith,  or gross
negligence  in the  performance  of the Adviser's  duties,  or any breach by the
Adviser of its obligations or duties under this Agreement.

     13. Indemnification.

          a. The Adviser agrees to indemnify and hold harmless the  Sub-Adviser,
any affiliated  person of the Sub-Adviser,  and each person, if any, who, within
the meaning of Section 15 of the 1933 Act  controls  ("controlling  person") the
Sub-Adviser  (all of such persons being referred to as "Sub-Adviser  Indemnified
Persons")  against  any  and  all  losses,  claims,  damages,   liabilities,  or
litigation   (including  legal  and  other  expenses)  to  which  a  Sub-Adviser
Indemnified  Person may become  subject  under the 1933 Act,  the 1940 Act,  the
Advisers Act, under any other statute,  at common law or otherwise,  arising out
of the Adviser's responsibilities to the Sub-Adviser which (1) may be based upon
the  Adviser's  gross  negligence,  willful  misfeasance,  or bad  faith  in the
performance  of its  duties,  or by reason  of the  Adviser's  disregard  of its
obligations  and duties  under this  Agreement  and to the Trust,  or (2) may be
based upon any untrue  statement or alleged untrue  statement of a material fact
contained in the  Registration  Statement or prospectus  covering  shares of the
Trust, or any amendment  thereof or any supplement  thereto,  or the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make  the  statements  therein  not  misleading,  unless  such
statement or omission was made in reliance upon and conformity with  information
furnished by the Sub-Adviser to the Adviser or the Trust expressly for inclusion
in such Registration Statements, prospectuses, amendments, or supplements either
in writing or orally with a subsequent  confirmation  by the  Sub-Adviser of the
information as it appears in the Registration Statement or prospectus;  provided
however,  that in no case  shall  the  indemnity  in  favor  of the  Sub-Adviser
Indemnified  Person be deemed to protect  such person  against any  liability to
which such person would  otherwise be subject by reason of willful  misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of
its  breach or  reckless  disregard  of its  obligations  or duties  under  this
Agreement.

          b.  Notwithstanding  Section  12 of this  Agreement,  the  Sub-Adviser
agrees to indemnify and hold harmless the Adviser,  any affiliated person of the
Adviser,  and any  controlling  person of the Adviser (all of such persons being
referred  to as  "Adviser  Indemnified  Persons")  against  any and all  losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which an Adviser  Indemnified  Person may become  subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the  Sub-Adviser's  responsibilities  as Sub-Adviser of the Trust
which  (1)  may be  based  upon  the  Sub-Adviser's  gross  negligence,  willful
misfeasance,  or bad faith in the performance of its duties, or by reason of the
Sub-Adviser's  disregard of its obligations or duties under this  Agreement,  or
(2) may be based upon any untrue  statement  or alleged  untrue  statement  of a
material fact contained in the Registration Statement or prospectus covering the
shares of the Trust, or any amendment or supplement  thereto, or the omission or
alleged  omission to state  therein a material  fact known or which  should have
been known to the Sub-Adviser and was required to be stated therein or necessary
to make the statements  therein not misleading,  if such a statement or omission
was made in reliance  upon and  conformity  with  information  furnished  by the
Sub-Adviser  to the  Adviser  or the  Trust  expressly  for  inclusion  in  such
Registration  Statements,  prospectuses,  amendments,  or supplements  either in
writing or orally  with a  subsequent  confirmation  by the  Sub-Adviser  of the
information as it appears in the Registration Statement or prospectus; provided,
however,  that in no case shall the indemnity in favor of an Adviser Indemnified
Person be deemed to protect  such  person  against any  liability  to which such
person would otherwise be subject by reason of willful  misfeasance,  bad faith,
gross negligence in the performance of its duties, or by reason of its breach or
reckless disregard of its obligations and duties under this Agreement.

                                       7
<PAGE>
          c. The Adviser shall not be liable under Paragraph (a) of this Section
13 with  respect  to any claim made  against a  Sub-Adviser  Indemnified  Person
unless such  Sub-Adviser  Indemnified  Person shall have notified the Adviser in
writing within a reasonable  time after the summons or other first legal process
giving  information  of the nature of the claim shall have been served upon such
Sub-Adviser  Indemnified  Person (or after such Sub-Adviser  Indemnified  Person
shall have received notice of such service on any designated agent), but failure
to notify the Adviser of any such claim  shall not relieve the Adviser  from any
liability which it may have to the Sub-Adviser  Indemnified  Person against whom
such  action is brought  except to the extent the Adviser is  prejudiced  by the
failure  or delay in giving  such  notice.  In case any such  action is  brought
against the  Sub-Adviser  Indemnified  Person,  the Adviser  will be entitled to
participate,  at its own expense, in the defense thereof or, after notice to the
Sub-Adviser  Indemnified  Person,  to assume the defense  thereof,  with counsel
satisfactory to the Sub-Adviser  Indemnified  Person. If the Adviser assumes the
defense of any such  action  and the  selection  of  counsel  by the  Adviser to
represent the Adviser and the Sub-Adviser  Indemnified  Person would result in a
conflict of interests and therefore,  would not, in the  reasonable  judgment of
the Sub-Adviser  Indemnified Person,  adequately  represent the interests of the
Sub-Adviser Indemnified Person, the Adviser will, at its own expense, assume the
defense with counsel to the Adviser and, also at its own expense,  with separate
counsel  to  the  Sub-Adviser   Indemnified  Person,   which  counsel  shall  be
satisfactory  to the  Adviser and to the  Sub-Adviser  Indemnified  Person.  The
Sub-Adviser  Indemnified  Person  shall  bear  the  fees  and  expenses  of  any
additional  counsel  retained by it, and the Adviser  shall not be liable to the
Sub-Adviser  Indemnified  Person  under  this  Agreement  for any legal or other
expenses   subsequently   incurred  by  the   Sub-Adviser   Indemnified   Person
independently in connection with the defense thereof other than reasonable costs
of  investigation;  provided  however,  the Adviser shall be responsible for the
additional counsel of Sub-Adviser in the event the Adviser is determined to have
made  the  fraudulent  representations,  by the  final  decision  of a court  of
competent  jurisdiction  (that is not  subject to appeal or as to which the time
for  appeal  has  elapsed),  and such  representations  are the  basis for which
Sub-Adviser's  liability  is  based.  The  Adviser  shall  not have the right to
compromise on or settle the litigation  without the prior written consent of the
Sub-Adviser  Indemnified Person if the compromise or settlement  results, or may
result in a finding of  wrongdoing  on the part of the  Sub-Adviser  Indemnified
Person.

          d. The  Sub-Adviser  shall not be liable under  Paragraph  (b) of this
Section 13 with respect to any claim made against an Adviser  Indemnified Person
unless such Adviser  Indemnified  Person shall have notified the  Sub-Adviser in
writing within a reasonable  time after the summons or other first legal process
giving  information  of the nature of the claim shall have been served upon such
Adviser  Indemnified Person (or after such Adviser Indemnified Person shall have
received notice of such service on any designated  agent), but failure to notify
the  Sub-Adviser  of any such claim shall not relieve the  Sub-Adviser  from any
liability which it may have to the Adviser  Indemnified Person against whom such
action is brought  except to the extent the  Sub-Adviser  is  prejudiced  by the
failure  or delay in giving  such  notice.  In case any such  action is  brought
against the Adviser  Indemnified  Person,  the  Sub-Adviser  will be entitled to
participate,  at its own expense, in the defense thereof or, after notice to the
Adviser  Indemnified  Person,  to  assume  the  defense  thereof,  with  counsel
satisfactory to the Adviser  Indemnified  Person. If the Sub-Adviser assumes the
defense of any such action and the  selection of counsel by the  Sub-Adviser  to
represent both the Sub-Adviser and the Adviser  Indemnified  Person would result
in a conflict of interests and therefore,  would not, in the reasonable judgment
of the Adviser  Indemnified  Person,  adequately  represent the interests of the
Adviser Indemnified Person, the Sub-Adviser will, at its own expense, assume the
defense  with counsel to the  Sub-Adviser  and,  also at its own  expense,  with
separate  counsel to the Adviser  Indemnified  Person,  which  counsel  shall be
satisfactory  to the  Sub-Adviser  and to the Adviser  Indemnified  Person.  The

                                       8
<PAGE>
Adviser  Indemnified  Person shall bear the fees and expenses of any  additional
counsel  retained by it, and the Sub-Adviser  shall not be liable to the Adviser
Indemnified  Person  under  this  Agreement  for any  legal  or  other  expenses
subsequently  incurred  by  the  Adviser  Indemnified  Person  independently  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.  The  Sub-Adviser  shall not have the right to  compromise  on or
settle  the  litigation  without  the  prior  written  consent  of  the  Adviser
Indemnified Person if the compromise or settlement  results,  or may result in a
finding of wrongdoing on the part of the Adviser Indemnified Person.

     14. Duration and Termination.

          a. This Agreement  shall become  effective on the date first indicated
above, subject to the condition that the Trust's Board,  including a majority of
those  Trustees who are not  interested  persons (as such term is defined in the
1940 Act) of the Adviser or the Sub-Adviser, and the Holders of Interests in the
Trust,  shall have  approved this  Agreement in the manner  required by the 1940
Act. Unless  terminated as provided herein,  this Agreement shall remain in full
force and effect through and including April 18, 2007 and shall continue in full
force and affect indefinitely  thereafter,  but only so long as such continuance
is specifically approved at least annually by (a) the Board, or by the vote of a
majority of the  outstanding  voting  securities (as defined in the 1940 Act) of
the  Trust,  and (b) the  vote  of a  majority  of  those  Trustees  who are not
interested  persons  (as such term is defined in the 1940 Act) of any such party
to this  Agreement  cast in person at a meeting called for the purpose of voting
on such approval.

          b.  Notwithstanding  the foregoing,  this Agreement may be terminated:
(a) by the Adviser at any time  without  payment of any  penalty,  upon 60 days'
prior written notice to the Sub-Adviser  and the Trust;  (b) at any time without
payment of any penalty by the Trust,  by the Trust's  Board or a majority of the
outstanding  voting  securities of the Trust, upon 60 days' prior written notice
to the Adviser and the  Sub-Adviser,  or (c) by the  Sub-Adviser  upon 3 months'
prior written notice unless the Trust or the Adviser requests additional time to
find a replacement  for the  Sub-Adviser,  in which case the  Sub-Adviser  shall
allow the  additional  time  requested  by the Trust or Adviser  not to exceed 3
additional  months  beyond the  initial  three-month  notice  period;  provided,
however,  that the  Sub-Adviser may terminate this Agreement at any time without
penalty,  effective  upon  written  notice to the Adviser and the Trust,  in the
event either the Sub-Adviser  (acting in good faith) or the Adviser ceases to be
registered as an investment  adviser under the Advisers Act or otherwise becomes
legally incapable of providing  investment  management  services pursuant to its
respective contract with the Trust.

          c. In the event of  termination  for any  reason,  all  records of the
Trust shall  promptly  be  returned  to the Adviser or the Trust,  free from any
claim or  retention  of rights in such record by the  Sub-Adviser,  although the
Sub-Adviser  may, at its own  expense,  make and retain a copy of such  records.
This Agreement shall automatically  terminate in the event of its assignment (as
such  term is  described  in the 1940  Act).  In the  event  this  Agreement  is
terminated  or is not approved in the manner  described  above,  the Sections or
Paragraphs  numbered  9, 10, 11, 12, and 13 of this  Agreement  shall  remain in
effect,  as well as any  applicable  provision  of this  Section 14 and,  to the
extent  that  only  amounts  are owed to the  Sub-Adviser  as  compensation  for
services rendered while the agreement was in effect, Section 6.

     15. Notices.  Any notice must be in writing and shall be sufficiently given
(1)  when  delivered  in  person,  (2) when  dispatched  by  electronic  mail or
electronic  facsimile  transfer  (confirmed in writing by postage  prepaid first
class air mail  simultaneously  dispatched),  (3) when  sent by  internationally
recognized  overnight  courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth  below or at such other  address as
such party may from time to time specify in writing to the other party.

                                       9
<PAGE>
        If to the Trust:

        Eaton Vance Tax-Managed Buy-Write Opportunities Fund
        The Eaton Vance Building
        255 State Street
        Boston, Massachusetts 02109
        Attn: Chief Legal Officer

        If to the Adviser:

        Eaton Vance Management
        The Eaton Vance Building
        255 State Street
        Boston, Massachusetts 02109
        Attn: Chief Legal Officer

        If to the Sub-Adviser:

        Rampart Investment Management, Inc.
        One International Place, 14th Floor
        Boston, Massachusetts 02110
        Attn:  Ronald M. Egalka

     16.  Amendments.  No provision of this  Agreement  may be changed,  waived,
discharged or terminated  orally, but only by an instrument in writing signed by
the  party  against  which  enforcement  of the  change,  waiver,  discharge  or
termination  is sought,  and no amendment of this  Agreement  shall be effective
until approved as required by applicable law.

     17. Miscellaneous.

          a. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts,  provided  that  nothing  herein  shall be  construed in a manner
inconsistent  with the 1940 Act,  the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principles thereof. The
term  "affiliate"  or "affiliated  person" as used in this Agreement  shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

          b. The Adviser and the Sub-Adviser  acknowledge  that the Trust enjoys
the rights of a third-party  beneficiary  under this Agreement,  and the Adviser
acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Advisory Agreement.

          c.  The  Sub-Adviser  expressly  acknowledges  the  provision  in  the
Declaration  of Trust of the Adviser  limiting  the  personal  liability  of the
Trustee and officers of the Adviser,  and the Sub-Adviser  hereby agrees that it
shall have  recourse  to the Adviser  for  payment of claims or  obligations  as
between the Adviser and the Sub-Adviser  arising out of this Agreement and shall
not seek satisfaction from the Trustee or any officer of the Adviser.

          d. The captions of this  Agreement are included for  convenience  only
and in no way define or limit any of the provisions  hereof or otherwise  affect
their construction or effect.

                                       10
<PAGE>
          e. To the extent  permitted under Section 14 of this  Agreement,  this
Agreement  may only be assigned by any party with the prior  written  consent of
the other party.  This Agreement shall  terminate upon its  assignment,  and for
purposes of this section the term  "assignment"  shall have the meaning assigned
to it in the 1940 Act.

          f. If any provision of this Agreement shall be held or made invalid by
a court decision,  statute,  rule or otherwise,  the remainder of this Agreement
shall not be  affected  thereby,  and to this  extent,  the  provisions  of this
Agreement shall be deemed to be severable.

          g. Nothing herein shall be construed as  constituting  the Sub-Adviser
as an agent or  co-partner  of the Adviser,  or  constituting  the Adviser as an
agent or co-partner of the Sub-Adviser.

          h. This Agreement may be executed in counterparts.

          i. The Sub-Adviser shall not be responsible for any failure to perform
its duties under this  Agreement as a result of war, acts of terrorism,  natural
disasters, failures of electricity, telephone lines, and other utility services,
closures  of  securities  and  options  markets,  and other  events  beyond  the
reasonable  control of the  Sub-Adviser  provided the Sub-Adviser has maintained
contingency  procedures  reasonably  designed,  where  possible,  to prevent and
mitigate the effect of such events.

                            [Signature page follows.]

                                       11
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed as of the day and year first above written.

                                EATON VANCE MANAGEMENT


                                By:     /s/ Frederick S. Marius
                                        -----------------------------------
                                Name:   Frederick S. Marius
                                        Vice President, and not individually

                                RAMPART INVESTMENT MANAGEMENT COMPANY, INC.

                                By:     /s/ Ronald M. Egalka
                                        -----------------------------------
                                Name:   Ronald M. Egalka
                                        President

                                       12
<PAGE>
                                   SCHEDULE A

                       Annual Investment Sub-Advisory Fee
                        0.05% of Assets under Management

The  Trust's  daily  net  assets  shall  be  computed  in  accordance  with  the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Board of the Trust.

                                       13
</TEXT>
</DOCUMENT>
