Eaton Vance Enhanced Equity Income Fund – ‘NSAR-A’ for 3/31/13 – ‘EX-99.77Q1 OTHR EXHB’

On:  Wednesday, 5/29/13, at 2:36pm ET   ·   Effective:  5/29/13   ·   For:  3/31/13   ·   Accession #:  940394-13-729   ·   File #:  811-21614

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Semi-Annual Report by an Investment Company   —   Form N-SAR   —   ICA’40
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-A      Semi Filing                                            8     33K 
 2: EX-99.77Q1 OTHR EXHB  Other Exhibits                               7±    30K 

‘EX-99.77Q1 OTHR EXHB’   —   Other Exhibits

EATON VANCE ENHANCED EQUITY INCOME FUND                                         

AMENDED AND RESTATED ADMINISTRATIVE SERVICES                                    
AGREEMENT                                                                       

AGREEMENT made this 6th day of August, 2012,                    
between Eaton Vance Enhanced Equity Income Fund, a                              
Massachusetts business trust (the "Fund"), and Eaton                            
Vance Management, a Massachusetts business trust (the                           
"Administrator").                                                               

1.  Duties of the Administrator.  The Fund hereby               
employs the Administrator to act as administrator for                           
and to administer the affairs of the Fund, subject to the                       
supervision of the Trustees of the Fund for the period                          
and on the terms set forth in this Agreement.                                   

The Administrator hereby accepts such                           
employment, and agrees to administer the Fund's                                 
business affairs and, in connection therewith, to furnish                       
for the use of the Fund office space and all necessary                          
office facilities, equipment and personnel for                                  
administering the affairs of the Fund.  The Administrator                       
shall also pay the salaries and compensation of all                             
officers and Trustees of the Fund who are members of                            
the Administrator's organization and who render                                 
executive and administrative services to the Fund, and                          
the salaries and compensation of all other personnel of                         
the Administrator performing management and                                     
administrative services for the Fund.  The Administrator                        
shall for all purposes herein be deemed to be an                                
independent contractor and shall, except as otherwise                           
expressly provided or authorized, have no authority to                          
act for or represent the Fund in any way or otherwise be                        
deemed an agent of the Fund.                                                    

In connection with its responsibilities as                      
Administrator of the Fund, the Administrator will:                              

*       assist in preparing all annual, semi-annual and                         
other reports required to be sent to Fund                                       
shareholders and/or with the Securities and                                     
Exchange Commission ("SEC"), and arrange for                                    
the printing and dissemination of such reports to                               
shareholders;                                                                   
*       prepare and assemble all reports required to be                         
filed by the Fund with the SEC on Forms N-SAR, or                               
on such other form as the SEC may substitute for                                
Form N-SAR, and file such reports with the SEC;                                 
*       review the provision of services by the Fund's                          
independent accountants, including, but not                                     
limited to, the preparation by such firm of audited                             
financial statements of the Fund and the Fund's                                 
federal, state and local tax returns; and make such                             
reports and recommendations to the Trustees of                                  
the Fund concerning the performance of the                                      
independent accountants as the Trustees deem                                    
appropriate;                                                                    
*       arrange for the filing with the appropriate                             
authorities all required federal, state and local tax                           
returns;                                                                        
*       arrange for the dissemination to shareholders of                        
the Fund's proxy materials, and oversee the                                     
tabulation of proxies by the Fund's transfer                                    
agent or other duly authorized proxy tabulator;                                 
*       review and supervise the provision of custodian                         
services to the Fund; and make such reports and                                 
recommendations to the Trustees concerning the                                  
provision of such services as the Trustees deem                                 
appropriate;                                                                    
*       oversee the valuation of all such portfolio                             
investments and other assets of the Fund as may                                 
be designated by the Trustees (subject to any                                   
guidelines, directions and instructions of the                                  
Trustees), and review and supervise the                                         
calculation of the net asset value of the Fund's                                
shares by the custodian;                                                        
*       negotiate the terms and conditions under which                          
transfer agency and dividend disbursing services                                
will be provided to the Fund, and the fees to be                                
paid by the Fund in connection therewith; review                                
and supervise the provision of transfer agency                                  
and dividend disbursing services to the Fund; and                               
make such reports and recommendations to the                                    
Trustees concerning the performance of the                                      
Fund's transfer and dividend disbursing agent as                                
the Trustees deem appropriate;                                                  
*       establish the accounting policies of the Fund;                          
reconcile accounting issues which may arise with                                
respect to the Fund's operations; and consult                                   
with the Fund's independent accountants, legal                                  
counsel, custodian, accounting and bookkeeping                                  
agents and transfer and dividend disbursing agent                               
as necessary in connection therewith;                                           
*       determine the amount of all distributions (if any)                      
to be paid by the Fund to its shareholders;                                     
prepare and arrange for the publishing of notices                               
to shareholders regarding such distributions (if                                
required) and provide the Fund's transfer and                                   
dividend disbursing agent and custodian with                                    
such information as is required for such parties to                             
effect the payment of distributions and to                                      
implement the Fund's dividend reinvestment                                      
plan;                                                                           
*       review the Fund's bills and authorize payments                          
of such bills by the Fund's custodian;                                          
*       oversee services provided to the Fund by external                       
counsel;                                                                        
*       make recommendations to the Trustees as to                              
whether the Fund should make repurchase or                                      
tender offers for its own shares; arrange for the                               
preparation and filing of all documents required                                
to be filed by the Fund with the SEC; arrange for                               
the preparation and dissemination of all                                        
appropriate repurchase or tender offer                                          
documents and papers on behalf of the Fund; and                                 
supervise and conduct the Fund's periodic                                       
repurchase or tender offers for its own shares;                                 
*       monitor any variance between the market value                           
and net asset value per share, and periodically                                 
report to the Trustees available actions that may                               
conform such values;                                                            
*       monitor the activities of any shareholder servicing                     
agent retained by the Administrator and                                         
periodically report to the Trustees about such                                  
activities;                                                                     
*       arrange for the preparation and filing of all other                     
reports, forms, registration statements and                                     
documents required to be filed by the Fund with                                 
the SEC, the Financial Industry Regulatory                                      
Authority and any securities exchange where Fund                                
shares are listed; and                                                          
*       provide other internal legal, auditing, accounting                      
and administrative services as ordinarily required                              
in conducting the Fund's business affairs.                                      

Notwithstanding the foregoing, the Administrator                
shall not be deemed to have assumed any duties with                             
respect to, and shall not be responsible for, the                               
management of the Fund's assets or the rendering of                             
investment advice and supervision with respect thereto                          
or the distribution of shares of the Fund, nor shall the                        
Administrator be deemed to have assumed or have any                             
responsibility with respect to functions specifically                           
assumed by any transfer agent, custodian or shareholder                         
servicing agent of the Fund.                                                    

Sub-Administrators.  The Administrator may                      
employ one or more sub-administrators from time to                              
time to perform such of the acts and services of the                            
Administrator and upon such terms and conditions as                             
may be agreed upon between the Administrator and                                
such sub-administrators and approved by the Trustees                            
of the Fund, all as permitted by the Investment Company                         
Act of 1940.                                                                    

2.      Compensation of the Administrator.  The                 
Board of Trustees of the Fund have currently determined                         
that, based on the current level of compensation                                
payable to Eaton Vance Management by the Fund under                             
the Fund's present Investment Advisory Agreement                                
with Eaton Vance Management, the Administrator shall                            
receive no compensation from the Fund in respect of                             
the services to be rendered and the facilities to be                            
provided by the Administrator under this Agreement.  If                         
the Trustees subsequently determine that the Fund                               
should compensate the Administrator for such services                           
and facilities, such compensation shall be set forth in a                       
new agreement or in an amendment to this Agreement                              
to be entered into by the parties hereto.                                       

3.      Allocation of Charges and Expenses.  It is              
understood that the Fund will pay all its expenses other                        
than those expressly stated to be payable by the                                
Administrator hereunder, which expenses payable by                              
the Fund shall include, without implied limitation:                             

*       expenses of maintaining the Fund and continuing                         
its existence;                                                                  
*       commissions, fees and other expenses connected                          
with the acquisition and disposition of securities                              
and other investments;                                                          
*       auditing, accounting and legal expenses;                                
*       taxes and interest;                                                     
*       governmental fees;                                                      
*       expenses of repurchase and redemption (if any) of                       
shares, including all expenses incurred in                                      
conducting repurchase and tender offers for the                                 
purpose of repurchasing Fund shares;                                            
*       expenses of registering and qualifying the Fund                         
and its shares under federal and state securities                               
laws and of preparing registration statements and                               
amendments for such purposes, and fees and                                      
expenses of registering and maintaining                                         
registrations of the Fund under state securities                                
laws;                                                                           
*       registration of the Fund under the Investment                           
Company Act of 1940;                                                            
*       expenses of reports and notices to shareholders                         
and of meetings of shareholders and proxy                                       
solicitations therefor;                                                         
*       expenses of reports to regulatory bodies;                               
*       insurance expenses;                                                     
*       association membership dues;                                            
*       fees, expenses and disbursements of custodians                          
and subcustodians for all services to the Fund                                  
(including without limitation safekeeping of funds,                             
securities and other investments, keeping of                                    
books and accounts and determination of net                                     
asset values);                                                                  
*       fees, expenses and disbursements of transfer                            
agents, dividend disbursing agents, shareholder                                 
servicing agents and registrars for all services to                             
the Fund;                                                                       
*       expenses of listing shares with a stock exchange;                       
*       any direct charges to shareholders approved by                          
the Trustees of the Fund;                                                       
*       compensation and expenses of Trustees of the                            
Fund who are not members of the                                                 
Administrator's organization;                                                   
*       all payments to be made and expenses to be                              
assumed by the Fund in connection with the                                      
distribution of Fund shares;                                                    
*       any pricing and valuation services employed by                          
the Fund to value its investments including                                     
primary and comparative valuation services;                                     
*       any investment advisory, sub-advisory or similar                        
management fee payable by the Fund;                                             
*       all expenses incurred in connection with the                            
Fund's use of a line of credit, or issuing and                                  
maintaining preferred shares; and                                               
*       such non-recurring items as may arise, including                        
expenses incurred in connection with litigation,                                
proceedings and claims and the obligation of the                                
Fund to indemnify its Trustees and officers with                                
respect thereto.                                                                

4.      Other Interests.  It is understood that                 
Trustees, officers and shareholders of the Fund are or                          
may be or become interested in the Administrator as                             
trustees, officers, employees, shareholders or otherwise                        
and that trustees, officers, employees and shareholders                         
of the Administrator are or may be or become similarly                          
interested in the Fund, and that the Administrator may                          
be or become interested in the Fund as a shareholder or                         
otherwise.  It is also understood that trustees, officers,                      
employees and shareholders of the Administrator may                             
be or become interested (as directors, trustees, officers,                      
employees, shareholders or otherwise) in other                                  
companies or entities (including, without limitation,                           
other investment companies) that the Administrator may                          
organize, sponsor or acquire, or with which it may merge                        
or consolidate, and which may include the words                                 
"Eaton Vance" or any combination thereof as part of                             
their name, and that the Administrator or its subsidiaries                      
or affiliates may enter into advisory or management or                          
administration agreements or other contracts or                                 
relationship with such other companies or entities.                             

5.      Limitation of Liability of the Administrator.           
The services of the Administrator to the Fund are not to                        
be deemed to be exclusive, the Administrator being free                         
to render services to others and engage in other                                
business activities.  In the absence of willful misfeasance,                    
bad faith, gross negligence or reckless disregard of                            
obligations or duties hereunder on the part of the                              
Administrator, the Administrator shall not be subject to                        
liability to the Fund or to any shareholder of the Fund for                     
any act or omission in the course of, or connected with,                        
rendering services hereunder or for any losses which                            
may be sustained in the acquisition, holding or                                 
disposition of any security or other investment.                                

6.      Duration and Termination of this                        
Agreement.  This Agreement shall become effective                               
upon the date of its execution, and, unless terminated as                       
herein provided, shall remain in full force and effect                          
through and including the second anniversary of the                             
execution of this Agreement and shall continue in full                          
force and effect indefinitely thereafter, but only so long                      
as such continuance after such date is specifically                             
approved at least annually (i) by the Board of Trustees of                      
the Fund and (ii) by the vote of a majority of those                            
Trustees of the Fund who are not interested persons of                          
the Administrator or the Fund.                                                  

Either party hereto may, at any time on sixty (60)              
days' prior written notice to the other, terminate this                         
Agreement without the payment of any penalty, by                                
action of the Trustees of the Fund or the trustee of the                        
Administrator, as the case may be, and the Fund may, at                         
any time upon such written notice to the Administrator,                         
terminate the Agreement by vote of a majority of the                            
outstanding voting securities of the Fund.  This                                
Agreement shall terminate automatically in the event of                         
its assignment.                                                                 

7.      Amendments of the Agreement.  This                      
Agreement may be amended by a writing signed by                                 
both parties hereto, provided that no amendment to                              
this Agreement shall be effective until approved (i) by                         
the vote of a majority of those Trustees of the Fund who                        
are not interested persons of the Administrator or the                          
Fund, and (ii) by vote of the Board of Trustees of the                          
Fund.                                                                           

8.      Limitation of Liability.  Each party expressly          
acknowledges the provision in the other party's                                 
Agreement and Declaration of Trust limiting the                                 
personal liability of trustees, officers and shareholders,                      
and each party hereby agrees that it shall only have                            
recourse to the assets of the other party for payment of                        
claims or obligations arising out of this Agreement and                         
shall not seek satisfaction from the Trustees, officers or                      
shareholders of the other party.                                                

9.      Use of the Name "Eaton Vance."  The                     
Administrator hereby consents to the use by the Fund of                         
the name "Eaton Vance" as part of the Fund's name;                              
provided, however, that such consent shall be                                   
conditioned upon the employment of the Administrator                            
or one of its affiliates as the administrator of the Fund.                      
The name "Eaton Vance" or any variation thereof may                             
be used from time to time in other connections and for                          
other purposes by the Administrator and its affiliates                          
and other investment companies that have obtained                               
consent to the use of the name "Eaton Vance."  The                              
Administrator shall have the right to require the Fund to                       
cease using the name "Eaton Vance" as part of the                               
Fund's name if the Fund ceases, for any reason, to                              
employ the Administrator or one of its affiliates as the                        
Fund's administrator.  Future names adopted by the                              
Fund for itself, insofar as such names include identifying                      
words requiring the consent of the Administrator, shall                         
be the property of the Administrator and shall be                               
subject to the same terms and conditions.                                       

10.     Certain Definitions.  The terms                         
"assignment" and "interested persons" when used                                 
herein shall have the respective meanings specified in                          
the Investment Company Act of 1940 as now in effect or                          
as hereafter amended subject, however, to such                                  
exemptions as may be granted by the Securities and                              
Exchange Commission by any rule, regulation or order.                           
The term "vote of a majority of the outstanding voting                          
securities" shall mean the vote of the lesser of (a) 67                         
per centum or more of the shares of the Fund present or                         
represented by proxy at the meeting if the holders of                           
more than 50 per centum of the outstanding shares of                            
the Fund are present or represented by proxy at the                             
meeting, or (b) more than 50 per centum of the                                  
outstanding shares of the Fund.                                                 

IN WITNESS WHEREOF, the parties hereto have                     
caused this Agreement to be executed on the day and                             
year first above written.                                                       

EATON VANCE ENHANCED EQUITY             EATON                                   
VANCE MANAGEMENT                                                                
INCOME FUND                                                                     

By:     /s/ Barbara Campbell                            By:                     
/s/ Maureen A. Gemma                                            
Barbara Campbell                                                
Maureen A. Gemma                                                
Treasurer                                                         
Vice President                                                  

12                                                                              
021_0036                                                                        

021_0036