<DOCUMENT>
<TYPE>EX-99.(K)(3)
<SEQUENCE>11
<FILENAME>b52674a1exv99wxkyx3y.txt
<DESCRIPTION>EX-99.(K)(3) ADMINISTRATION AGREEMENT
<TEXT>
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                                                                  EXHIBIT (k)(3)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II
                            ADMINISTRATION AGREEMENT

     AGREEMENT  made  this  20th day of  December,  2004,  between  Eaton  Vance
Enhanced Equity Income Fund II, 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  (i) will assist in preparing  all annual,  semi-annual  and other
reports required to be sent to Fund  shareholders,  and arrange for the printing
and  dissemination  of such  reports  to  shareholders;  (ii) will  prepare  and
assemble all reports  required to be filed by the Fund with the  Securities  and
Exchange  Commission  ("SEC") on Forms N-SAR and N-CSR, or on such other form as
the SEC may substitute  for Form N-SAR or N-CSR,  and file such reports with the
SEC;  (iii) will review the  provision  of  services  by the Fund's  independent
accountants,  including, but not limited to, the preparation by such accountants
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; (iv) will arrange for the filing with the appropriate
authorities all required federal,  state and local tax returns; (v) will arrange
for the  dissemination to shareholders of the Fund's proxy  materials,  and will
oversee the  tabulation  of proxies by the Fund's  transfer  agent or other duly
authorized  proxy  tabulator;  (vi) will 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; (vii) will value 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; (viii)
will 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;  (ix)
will 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;  (x) will determine the amount of all distributions to be
paid by the Fund to its  shareholders;  prepare and arrange for the  printing of
notices to  shareholders  regarding  such  distributions  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;  (xi) will review the Fund's
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bills and authorize  payments of such bills by the Fund's custodian;  (xii) will
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;  (xiii) 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; (xiv) monitor the activities of any shareholder servicing agent retained
by the  Administrator  and  periodically  report  to  the  Trustees  about  such
activities;  (xv)  will  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 National Association of Securities Dealers,  Inc. and
any securities  exchange where Fund shares are listed; and (xvi) will provide to
the Fund such  other  internal  legal,  auditing  and  accounting  services  and
internal executive  management and administrative  services as the Trustees deem
appropriate to conduct 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.

     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,  (i) expenses of maintaining the Fund and continuing
its existence; (ii) registration of the Fund under the Investment Company Act of
1940; (iii) commissions, fees and other expenses connected with the acquisition,
holding and  disposition  of securities  and other  investments;  (iv) auditing,
accounting and legal expenses;  (v) taxes and interest;  (vi) governmental fees;
(vii) 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; (viii) 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;  (ix) expenses of
reports and notices to shareholders  and of meetings of  shareholders  and proxy
solicitations  therefor;  (x) expenses of reports to  governmental  officers and
commissions;  (xi) insurance expenses; (xii) association membership dues; (xiii)
fees,  expenses  and  disbursements  of  custodians  and  subcustodians  for all
services to the Fund  (including  without  limitation  safekeeping  of funds and
securities, keeping of books and accounts and determination of net asset value);
(xiv) fees,  expenses and disbursements of transfer agents,  dividend disbursing
agents,  shareholder  servicing  agents and  registrars  for all services to the
Fund;  (xv) expenses of listing shares with a stock  exchange;  (xvi) any direct

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charges  to  shareholders   approved  by  the  Trustees  of  the  Fund;   (xvii)
compensation  of and any expenses of Trustees of the Fund who are not members of
the Administrator's  organization;  (xviii) all payments to be made and expenses
to be assumed by the Fund in connection  with the  distribution  of Fund shares;
(xix)  any  pricing  and  valuation  services  employed  by the  Fund;  (xx) any
investment  advisory fee payable to an  investment  adviser;  (xxi) all expenses
incurred in  connection  with  leveraging  the Fund's  assets  through a line of
credit,  or  issuing  and  maintaining   preferred   shares;   and  (xxii)  such
non-recurring items as may arise, including expenses incurred in connection with
litigation,  proceedings and claims and obligations of the Fund to indemnify its
shareholders, Trustees, officers and employees 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, stockholders 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
that  the  Administrator  or its  subsidiaries  or  affiliates  may  enter  into
advisory,   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  December
20, 2006 and shall  continue in full force and effect  indefinitely  thereafter,
but only so long as such  continuance  after  December 20, 2006 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 by action of the Trustees of the
Fund or the  trustees of the  Administrator,  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.

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     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 its  shareholders  officers,  and  Trustees,  and each party hereby
agrees  that it shall have  recourse to the other party for payment of claims or
obligations  as  between  the Fund  and the  Administrator  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.


EATON VANCE ENHANCED EQUITY            EATON VANCE MANAGEMENT
INCOME FUND II


By: /s/ Duncan W. Richardson           By: /s/ Jeffrey P. Beale
    -------------------------------        -----------------------------------
    President, and not Individually        Vice President, and not Individually






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