Exhibit (k) (5)
As of April __, 2005

To Eaton Vance Tax-Managed Buy-Write Income Fund

With Reference to the Investment Advisory Agreement entered into by Eaton Vance
Management ("Eaton Vance") with Eaton Vance Tax-Managed Buy-Write Income Fund
(the "Fund") we hereby notify you of the following:

            In connection with the organization and initial offering of the
            common shares of the Fund, Eaton Vance hereby agrees to (i)
            reimburse all organizational costs of the Fund and (ii) pay all
            offering costs of such offering of the Fund (other than sales load,
            but inclusive of the reimbursement of underwriter expenses of $0.005
            per share) that exceeds $0.04 per share.

This instrument is executed under seal and shall be governed by Massachusetts
law.

                                          Very truly yours,

                                          Eaton Vance Management

                                          By: /s/James B. Hawkes
                                              ----------------------------------
                                          Name:  James B. Hawkes
                                          Title: President, and not Individually

ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND

By: /s/James L. O'Connor
    ----------------------------------
Name: James L. O'Connor
Title: Treasurer, and not Individually