<DOCUMENT>
<TYPE>EX-99.(K)(6)
<SEQUENCE>2
<FILENAME>b55027a2exv99wxkyx6y.txt
<DESCRIPTION>FORM OF ADDITIONAL COMPENSATION AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT (k)(6)

                   FORM OF ADDITIONAL COMPENSATION AGREEMENT

      ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of June 30,
2005, between [_______________] ("[_________]") and Eaton Vance Management
("Eaton Vance").

      WHEREAS, the Eaton Vance Tax-Managed Buy-Write Opportunities Fund
(including any successor by merger or otherwise) (the "Fund") is a diversified,
closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), and its common shares are registered
under the Securities Act of 1933, as amended; and

      WHEREAS, Eaton Vance is the investment adviser of the Fund;

      WHEREAS, [_____________] is acting as an underwriter in an offering of the
Fund's common shares;

      WHEREAS, Eaton Vance desires to provide additional compensation to
[__________] for acting as an underwriter in an offering of the Fund's common
shares; and

      WHEREAS, Eaton Vance desires to retain [_______] to provide after-market
support services designed to maintain the visibility of the Fund on an ongoing
basis, and [________] is willing to render such services;

      NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:

1.    (a)   Eaton Vance hereby employs [________], for the period and on the
      terms and conditions set forth herein, to provide the following services
      at the reasonable request of Eaton Vance:

            (1)   after-market support services designed to maintain the
                  visibility of the Fund on an ongoing basis;

            (2)   relevant information, studies or reports regarding general
                  trends in the closed-end investment company and asset
                  management industries, if reasonably obtainable, and consult
                  with representatives of Eaton Vance in connection therewith;
                  and

            (3)   information to and consult with Eaton Vance with respect to
                  applicable strategies designed to address market value
                  discounts, if any.

      (b)   At the request of Eaton Vance, [__________] shall limit or cease any
            action or service provided hereunder to the extent and for the time
            period requested by Eaton Vance; provided, however, that pending
            termination of this Agreement as provided for in Section 6 hereof,
            any such limitation or cessation shall not relieve Eaton Vance of
            its payment obligations pursuant to Section 2 hereof.

      (c)   [__________] will promptly notify Eaton Vance, as the case may be,
            if it learns of any material inaccuracy or misstatement in, or
            material omission from, any written information, as of the date such
            information was published, provided by [__________] to Eaton Vance
            in connection with the performance of services by [__________] under
            this Agreement.

2.    Eaton Vance shall pay [__________] a fee computed weekly and payable
      quarterly in arrears commencing June 30, 2005 at an annualized rate of
      [__]% of the average daily Gross Assets (as defined below) of the Fund
      attributable to the common shares of the Fund sold by [__________]

<PAGE>

      in this offering for a term as described in Section 6 hereof; provided
      that the total amount of the fee hereunder, shall not exceed [_____]% of
      the total price to the public of the Fund's common shares offered by the
      Prospectus dated June 27, 2005 (the "Prospectus") (including all Initial
      Securities and Option Securities as such terms are described in the
      Purchase Agreement, dated June 27, 2005, by and among the Fund, Eaton
      Vance and each of the Underwriters named therein (the "Purchase
      Agreement")). The sum total of this fee, the additional compensation fees
      payable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, the
      structuring fee paid to UBS Securities LLC, plus the amount of the expense
      reimbursement of $.00667 per common share payable by the Fund to the
      underwriters pursuant to the Purchase Agreement shall not exceed 4.5% of
      the total price of the Fund's common shares offered by the Prospectus. The
      sum total of all compensation to the Underwriters in connection with the
      public offering of the common shares of the Fund, including sales load and
      all forms of additional compensation to the Underwriters, shall not exceed
      9.0% of the total price of the Fund's common shares offered by the
      Prospectus. "Gross Assets" is defined as total assets of the Fund,
      including any form of investment leverage that the Fund may in the future
      determine to utilize, minus all accrued expenses incurred in the normal
      course of operations, but not excluding any liabilities or obligations
      attributable to any future investment leverage obtained through (i)
      indebtedness of any type (including, without limitation, borrowing through
      a credit facility/commercial paper program or the issuance debt
      securities), (ii) the issuance of preferred shares or other similar
      preference securities, (iii) the reinvestment of collateral received for
      securities loaned in accordance with the Fund's investment objectives and
      policies, and/or (iv) any other means. All quarterly fees payable
      hereunder shall be paid to [__________] within 15 days following the end
      of each calendar quarter.

3.    Eaton Vance shall be permitted to discharge all or a portion of its
      payment obligations hereunder upon prepayment in full or in part of the
      remaining balance due of the maximum additional commission amount
      described in Section 2 above.

4.    Eaton Vance acknowledges that the services of [__________]provided for
      hereunder do not include any advice as to the value of securities or
      regarding the advisability of purchasing or selling any securities for the
      Fund's portfolio. No provision of this Agreement shall be considered as
      creating, nor shall any provision create, any obligation on the part of
      [__________], and [__________] is not hereby agreeing, to: (i) furnish any
      advice or make any recommendations regarding the purchase or sale of
      portfolio securities or (ii) render any opinions, valuations or
      recommendations of any kind or to perform any such similar services in
      connection with providing the services described in Section 1 hereof.

5.    Nothing herein shall be construed as prohibiting [__________] or its
      affiliates from providing similar or other services to any other clients
      (including other registered investment companies or other investment
      managers), so long as [__________]'s services to Eaton Vance are not
      impaired thereby.

6.    The term of this Agreement shall commence upon the date referred to above
      and shall be in effect so long as Eaton Vance acts as the investment
      manager to the Fund pursuant to the Investment Management Agreement (as
      such term is defined in the Purchase Agreement) or other subsequent
      advisory agreement.

7.    Eaton Vance will furnish [__________]with such information as [__________]
      believes appropriate to its assignment hereunder (all such information so
      furnished being the "Information"). Eaton Vance recognizes and confirms
      that [__________] (a) will use and rely primarily on the Information and
      on information available from generally recognized public sources in
      performing the services contemplated by this Agreement without having
      independently

                                        2
<PAGE>

      verified the same and (b) does not assume responsibility for the accuracy
      or completeness of the Information and such other information. To the best
      of Eaton Vance's knowledge, the Information to be furnished by Eaton Vance
      when delivered, will be true and correct in all material respects and will
      not contain any material misstatement of fact or omit to state any
      material fact necessary to make the statements contained therein not
      misleading. Eaton Vance will promptly notify [__________] if it learns of
      any material inaccuracy or misstatement in, or material omission from, any
      Information delivered to [__________].

8.    Eaton Vance agrees that [__________] shall have no liability to Eaton
      Vance or the Fund for any act or omission to act by [__________] in the
      course of its performance under this Agreement, in the absence of gross
      negligence or willful misconduct on the part of [__________]. Eaton Vance
      agrees to the indemnification and other agreements set forth in the
      Indemnification Agreement attached hereto, the provisions of which are
      incorporated herein by reference and shall survive the termination,
      expiration or supersession of this Agreement.

9.    This Agreement and any claim, counterclaim or dispute of any kind or
      nature whatsoever arising out of or in any way relating to this Agreement
      ("Claim") shall be governed by and construed in accordance with the laws
      of the State of New York.

10.   No Claim may be commenced, prosecuted or continued in any court other than
      the courts of the State of New York located in the City and County of New
      York or in the United States District Court for the Southern District of
      New York, which courts shall have exclusive jurisdiction over the
      adjudication of such matters, and Eaton Vance and [__________] consent to
      the jurisdiction of such courts and personal service with respect thereto.
      Each of [__________] and Eaton Vance waives all right to trial by jury in
      any proceeding (whether based upon contract, tort or otherwise) in any way
      arising out of or relating to this Agreement. Eaton Vance agrees that a
      final judgment in any proceeding or counterclaim brought in any such court
      shall be conclusive and binding upon Eaton Vance and may be enforced in
      any other courts to the jurisdiction of which Eaton Vance is or may be
      subject, by suit upon such judgment.

11.   This Agreement may not be assigned by either party without the prior
      written consent of the other party.

12.   This Agreement (including the attached Indemnification Agreement) embodies
      the entire agreement and understanding between the parties hereto and
      supersedes all prior agreements and understandings relating to the subject
      matter hereof. If any provision of this Agreement is determined to be
      invalid or unenforceable in any respect, such determination will not
      affect such provision in any other respect or any other provision of this
      Agreement, which will remain in full force and effect. This Agreement may
      not be amended or otherwise modified or waived except by an instrument in
      writing signed by both [__________] and Eaton Vance.

13.   All notices required or permitted to be sent under this Agreement shall be
      sent, if to Eaton Vance:

      c/o Eaton Vance Management
      The Eaton Vance Building
      255 State Street
      Boston, Massachusetts 02109
      Attention: Fund Administration

      or if to [__________]:

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<PAGE>

      [___________]
      [Address]
      Attention: [__________]

      or such other name or address as may be given in writing to the other
      parties. Any notice shall be deemed to be given or received on the third
      day after deposit in the U.S. mail with certified postage prepaid or when
      actually received, whether by hand, express delivery service or facsimile
      transmission, whichever is earlier.

14.   A copy of the Agreement and Declaration of Trust of each of the Fund and
      Eaton Vance is on file with the Secretary of State of The Commonwealth of
      Massachusetts, and notice hereby is given that this Additional
      Compensation Agreement is executed on behalf of Eaton Vance by an officer
      or trustee of Eaton Vance in his or her capacity as an officer or trustee
      of Eaton Vance and not individually and that the obligations under or
      arising out of this Additional Compensation Agreement are not binding upon
      any of the trustees, officers or shareholders individually but are binding
      only upon the assets and properties of Eaton Vance.

15.   This Agreement may be executed in separate counterparts, each of which is
      deemed to be an original and all of which taken together constitute one
      and the same agreement.

                  [Remainder of Page Intentionally Left Blank]

                                        4
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Additional
Compensation Agreement as of the date first above written.

EATON VANCE MANAGEMENT                            [_________________________]

By: _______________________                       By: _______________________
    Name:                                             Name:
    Title:                                            Title:

                                       5
<PAGE>

                            INDEMNIFICATION AGREEMENT

                                                                 June [__], 2005

[__________]
[Address]

Ladies and Gentlemen:

      In connection with the engagement of [__________] ("[__________]") to
advise and assist the undersigned (together with its affiliates and
subsidiaries, referred to as the "Company") with the matters set forth in the
Agreement dated June 30, 2005 between the Company and [__________] (the
"Agreement"), in the event that [__________] becomes involved in any capacity in
any claim, suit, action, proceeding, investigation or inquiry (including,
without limitation, any shareholder or derivative action or arbitration
proceeding) (collectively, a "Proceeding") in connection with any matter in any
way relating to or referred to in the Agreement or arising out of the matters
contemplated by the Agreement, the Company agrees to indemnify, defend and hold
[__________] harmless to the fullest extent permitted by law, from and against
any losses, claims, damages, liabilities and expenses in connection with any
matter in any way relating to or referred to in the Agreement or arising out of
the matters contemplated by the Agreement, except to the extent that it shall be
determined by a court of competent jurisdiction in a judgment that has become
final in that it is no longer subject to appeal or other review, that such
losses, claims, damages, liabilities and expenses resulted solely from the gross
negligence or willful misconduct of [__________]. In addition, in the event that
[__________] becomes involved in any capacity in any Proceeding in connection
with any matter in any way relating to or referred to in the Agreement or
arising out of the matters contemplated by the Agreement, the Company will
reimburse [__________] for its legal and other expenses (including the cost of
any investigation and preparation) as such expenses are incurred by [__________]
in connection therewith. If such indemnification were not to be available for
any reason, the Company agrees to contribute to the losses, claims, damages,
liabilities and expenses involved (i) in the proportion appropriate to reflect
the relative benefits received or sought to be received by the Company and its
stockholders and affiliates and other constituencies, on the one hand, and
[__________], on the other hand, in the matters contemplated by the Agreement or
(ii) if (but only if and to the extent) the allocation provided for in clause
(i) is for any reason held unenforceable, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Company and its stockholders and affiliates and other
constituencies, on the one hand, and the party entitled to contribution, on the
other hand, as well as any other relevant equitable considerations. The Company
agrees that for the purposes of this paragraph the relative benefits received,
or sought to be received, by the Company and its stockholders and affiliates, on
the one hand, and the party entitled to contribution, on the other hand, of a
transaction as contemplated shall be deemed to be in the same proportion that
the total value received or paid or contemplated to be received or paid by the
Company or its stockholders or affiliates and other constituencies, as the case
may be, as a result of or in connection with the transaction (whether or not
consummated) for which [__________] has been retained to perform financial
services bears to the fees paid to [__________] under the Agreement; provided,
that in no event shall the Company contribute less than the amount necessary to
assure that [__________] is not liable for losses, claims, damages, liabilities
and expenses in excess of the amount of fees actually received by [__________]
pursuant to the Agreement. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by the Company or other
conduct by the Company (or its employees or other agents), on the one hand, or
by [__________], on the other hand. The Company will not settle any Proceeding
in respect of which indemnity may be sought hereunder, whether or not
[__________] is an

                                        6
<PAGE>

actual or potential party to such Proceeding, without [__________]'s prior
written consent. For purposes of this Indemnification Agreement, [__________]
shall include [__________], any of its affiliates, each other person, if any,
controlling [__________] or any of its affiliates, their respective officers,
current and former directors, employees and agents, and the successors and
assigns of all of the foregoing persons. The foregoing indemnity and
contribution agreement shall be in addition to any rights that any indemnified
party may have at common law or otherwise.

      The Company agrees that neither [__________] nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of either [__________]'s engagement
under the Agreement or any matter referred to in the Agreement, including,
without limitation, related services and activities prior to the date of the
Agreement, except to the extent that it shall be determined by a court of
competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review that any losses, claims, damages,
liabilities or expenses incurred by the Company resulted solely from the gross
negligence or willful misconduct of [__________] in performing the services that
are the subject of the Agreement.

      THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF
ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW,
NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS,
AND THE COMPANY AND [__________] CONSENT TO THE JURISDICTION OF SUCH COURTS AND
PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL
JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF
OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST
[__________] OR ANY INDEMNIFIED PARTY. EACH OF [__________] AND THE COMPANY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS
AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH
COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN
ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT,
BY SUIT UPON SUCH JUDGMENT.

                                       7
<PAGE>

      The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of [__________]'s engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                                Very truly yours,

                                                EATON VANCE MANAGEMENT

                                                By: ___________________
                                                    Name:
                                                    Title:

Accepted and agreed to as of
the date first above written:

[__________________________]

By ______________________
   Name:
   Title:

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