<DOCUMENT>
<TYPE>EX-99.(K)(4)
<SEQUENCE>12
<FILENAME>b52674a1exv99wxkyx4y.txt
<DESCRIPTION>EX-99.(K)(4) SHAREHOLDER SERVICING AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT (K)(4)

                                      FORM

                                       OF

                         SHAREHOLDER SERVICING AGREEMENT

                  SHAREHOLDER SERVICING AGREEMENT (the "Agreement"), dated as of
[ ], 2005, between Eaton Vance Management ("Eaton Vance") and UBS Securities LLC
("UBS Securities").

                  WHEREAS, Eaton Vance Enhanced Equity Income Fund II (the
"Fund") is a closed-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and its
shares of beneficial interest are registered under the Securities Act of 1933,
as amended; and

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

                  WHEREAS, Eaton Vance desires to retain UBS Securities to
provide shareholder servicing and market information with respect to the Fund,
and UBS Securities 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.       Eaton Vance hereby employs UBS Securities, for the period and
                  on the terms and conditions set forth herein, to provide the
                  following services (the "Services"):

                  (a)      At the request of and as specified by Eaton Vance,
                           undertake to make available public information
                           pertaining to the Fund on an ongoing basis and to
                           communicate to investors and prospective investors
                           the Fund's features and benefits (including arranging
                           periodic seminars or conference calls for Eaton Vance
                           to communicate to investors, responding to questions
                           from current or prospective shareholders and
                           contacting specific shareholders, where appropriate),
                           provided that Services shall not include customary
                           market research information provided by UBS
                           Securities or its registered broker-dealer affiliates
                           in the ordinary course of their business.

                  (b)      At the request of and as specified by Eaton Vance,
                           make available to investors and prospective investors
                           market price, net asset value, yield and other
                           information regarding the Fund (provided that
                           Services shall not include customary market research
                           information provided by UBS Securities or its
                           registered broker-dealer affiliates in the ordinary
                           course of their business), if reasonably
<PAGE>
                           obtainable, for the purpose of maintaining the
                           visibility of the Fund in the investor community.

                  (c)      At the request of Eaton Vance or the Fund, provide
                           certain economic research and statistical information
                           and reports, if reasonably obtainable, to Eaton Vance
                           or the Fund and consult with representatives of Eaton
                           Vance and/or Trustees of the Fund in connection
                           therewith, which information and reports shall
                           include: (i) statistical and financial market
                           information with respect to the Fund's market
                           performance; and (ii) comparative information
                           regarding the Fund and other closed-end management
                           investment companies with respect to (x) the net
                           asset value of their respective shares, (y) the
                           respective market performance of the Fund and such
                           other companies, and (z) other relevant performance
                           indicators. Except as legally required, such
                           information and reports may not be quoted or referred
                           to, orally or in writing, reproduced or disseminated
                           by the Fund or any of its affiliates or any of their
                           agents, without the prior written consent of UBS
                           Securities, which consent will not be unreasonably
                           withheld.

                  (d)      At the request of Eaton Vance or the Fund, provide
                           information to and consult with Eaton Vance and/or
                           the Board of Trustees of the Fund with respect to
                           applicable strategies designed to address market
                           value discounts, which may include share repurchases,
                           tender offers, modifications to dividend policies or
                           capital structure, repositioning or restructuring of
                           the Fund, conversion of the Fund to an open-end
                           investment company, liquidation or merger; including
                           providing information concerning the use and impact
                           of the above strategic alternatives by other market
                           participants.

                  (e)      At the request of Eaton Vance or the Fund, UBS
                           Securities shall limit or cease any action or service
                           provided hereunder to the extent and for the time
                           period requested by Eaton Vance or the Fund;
                           provided, however, that pending termination of this
                           Agreement as provided for in Section 5 hereof, any
                           such limitation or cessation shall not relieve Eaton
                           Vance of its payment obligations pursuant to Section
                           2 hereof.

                  (f)      UBS Securities will promptly notify Eaton Vance or
                           the Fund, as the case may be, if it learns of any
                           material inaccuracy or misstatement in, or material
                           omission from, any written information provided by
                           UBS Securities to Eaton Vance or the Fund in
                           connection with the performance of Services by UBS
                           Securities under this Agreement. UBS Securities
                           acknowledges that in performing the Services under
                           this Agreement, it will
<PAGE>
                           comply in all material respects with all applicable
                           laws, rules and regulations.

         2.       Eaton Vance will pay UBS Securities a fee computed daily and
                  payable quarterly at an annualized rate of 0.10% of the
                  average daily gross assets of the Fund; provided, however,
                  that the fee payable hereunder by Eaton Vance to UBS
                  Securities shall be reduced for the duration of any period
                  during which Eaton Vance voluntarily agrees to reduce or limit
                  the management fee payable to it by the Fund under any
                  management contract with the Fund from time-to-time in effect
                  (provided, however, that the fee payable by Eaton Vance shall
                  not be reduced in connection with any contractual fee waiver
                  or expense reimbursement, which is disclosed in the prospectus
                  of the Fund). The reduced fee payable hereunder during any
                  such period shall be the percentage of the usual fee payable
                  hereunder equal to the percentage of the usual management fee
                  received by Eaton Vance after giving effect to the fee waiver
                  or limitation (i.e., if the management fee is effectively
                  reduced by 40% the fee hereunder also shall be reduced by
                  40%); provided further, that under no circumstances shall the
                  fee hereunder be reduced to less than zero for any period.
                  Fees payable hereunder shall be subject to the sales charge
                  limits of the National Association of Securities Dealer, Inc.,
                  and the total of all such fees shall not exceed [ ]% of the
                  aggregate offering price in the initial public offering of the
                  common shares of the Fund (the "Offering") (the "Maximum Fee
                  Amount").

         3.       Eaton Vance acknowledges that the Services of UBS Securities
                  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 UBS Securities, and UBS Securities 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, it being understood between the parties
                  hereto that any such advice, recommendations or such similar
                  activities if, and to the extent, agreed to be performed by
                  UBS Securities shall be the subject of a separate agreement
                  with Eaton Vance, including, but not limited to, separate
                  agreements with respect to any indemnification of UBS
                  Securities.

                  Except to the extent legally required (after consultation with
                  UBS Securities and its counsel, if reasonably possible),
                  neither (i) the name of UBS Securities nor (ii) any advice
                  rendered by UBS Securities to Eaton Vance or the Fund in
                  connection with the services performed by UBS Securities
                  pursuant to this Agreement will be quoted or referred to
                  orally or in writing, or in the case of (ii), reproduced or
                  disseminated, by the
<PAGE>
                  Fund or any of its affiliates or any of their agents, without
                  the prior written consent of UBS Securities, which consent
                  will not be unreasonably withheld.

         4.       Nothing herein shall be construed as prohibiting UBS
                  Securities or its affiliates from providing similar or other
                  services to any other clients (including other registered
                  investment companies or other investment advisers), so long as
                  Services provided by UBS Securities to Eaton Vance and the
                  Fund are not impaired thereby. In addition, nothing herein
                  shall be construed as prohibiting UBS Securities and its
                  affiliates, in the ordinary course of business, from trading
                  the securities of the Fund for its own account and for the
                  accounts of customers or from holding at any time a long or
                  short position in such securities. Neither this Agreement nor
                  the performance of the Services hereunder shall be considered
                  to constitute a partnership, association or joint venture
                  between UBS Securities and Eaton Vance. In addition, nothing
                  herein shall be construed to constitute UBS Securities as the
                  agent or employee of Eaton Vance or Eaton Vance as the agent
                  or employee of UBS Securities, and neither party shall make
                  any representation to the contrary.

         5.       This Agreement shall continue coterminously with and so long
                  as the Investment Advisory Agreement, dated [ ], 2005, remains
                  in effect between the Fund and Eaton Vance, or any similar
                  investment advisory agreement with a successor in interest or
                  affiliate of Eaton Vance remains in effect, as, and to the
                  extent, that such investment advisory agreement is renewed
                  periodically in accordance with the 1940 Act; provided,
                  however, that this Agreement shall automatically terminate if
                  further payments to UBS Securities would cause the total
                  amount of underwriting compensation in connection with the
                  Offering to exceed the Maximum Fee Amount. This Agreement may
                  not be assigned, except by operation of law or in connection
                  with the sale of all or substantially all of the assets or of
                  the equity securities of one of the parties hereto, without
                  the other party's prior consent.

         6.       Eaton Vance will furnish UBS Securities with such information
                  as UBS Securities believes appropriate to its assignment
                  hereunder (all such information so furnished being the
                  "Information"). Eaton Vance recognizes and confirms that UBS
                  Securities (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 verified the same and
                  (b) does not assume responsibility for the accuracy or
                  completeness of the Information and such other information.
                  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 UBS
                  Securities if it
<PAGE>
                  learns of any material inaccuracy or misstatement in, or
                  material omission from, any Information delivered to UBS
                  Securities. UBS Securities acknowledges that certain of the
                  Information provided by Eaton Vance may be proprietary to
                  Eaton Vance and hereby agrees that it will not disclose (other
                  than as may be required by applicable law or regulatory
                  proceeding) to any third party any Information provided to UBS
                  Securities by Eaton Vance and specifically identified in
                  writing by Eaton Vance, prior to or at the time of its
                  delivery, as confidential or proprietary.

         7.       It is understood that UBS Securities is being engaged
                  hereunder as an independent contractor solely to provide the
                  Services described above to Eaton Vance and to the Fund and
                  that UBS Securities is not acting as a fiduciary of any
                  person, and shall have no duties or liability to the current
                  or future shareholders of Eaton Vance or any other third party
                  in connection with its engagement hereunder, all of which are
                  hereby expressly waived.

         8.       Eaton Vance agrees that UBS Securities shall have no liability
                  to Eaton Vance or the Fund for any act or omission to act by
                  UBS Securities in the course of its performance under this
                  Agreement, in the absence of bad faith, gross negligence or
                  willful misconduct on the part of UBS Securities. 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 SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
                  OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED
                  ENTIRELY THEREIN AND WITHOUT REGARD TO THE CHOICE OF LAW
                  PRINCIPLES THEREOF.

         10.      EACH OF EATON VANCE AND UBS SECURITIES AGREE THAT ANY ACTION
                  OR PROCEEDING BASED HEREON, OR ARISING OUT OF UBS SECURITIES'
                  ENGAGEMENT HEREUNDER, SHALL BE BROUGHT AND MAINTAINED
                  EXCLUSIVELY IN 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. EATON
                  VANCE AND UBS SECURITIES EACH HEREBY IRREVOCABLY SUBMIT TO THE
                  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN
                  THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES
                  DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
                  PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE
                  AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED
<PAGE>
                  THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF
                  EATON VANCE AND UBS SECURITIES HEREBY IRREVOCABLY WAIVE, TO
                  THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
                  MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
                  SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH REFERRED TO
                  ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS
                  BEEN BROUGHT IN AN INCONVENIENT FORUM.

         11.      Eaton Vance and UBS Securities each hereby irrevocably waive
                  any right they may have to a trial by jury in respect of any
                  claim based upon or arising out of this Agreement or the
                  transactions contemplated hereby.

         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 UBS Securities and Eaton Vance.

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

                                    Eaton Vance Corporation
                                    255 State Street
                                    Boston, MA  02109

                                    Attention: Chief Legal Officer

                  or if to UBS Securities:

                                    UBS Securities LLC
                                    299 Park Avenue
                                    New York, New York  10171

                                    Attention:  Syndicate Department

                  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,
<PAGE>
                  express delivery service or facsimile transmission, whichever
                  is earlier.

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

         15.      A copy of the Agreement and Declaration of Trust of Eaton
                  Vance is on file with the Secretary of State of The
                  Commonwealth of Massachusetts, and notice hereby is given that
                  this Agreement is executed on behalf of the Trustees of Eaton
                  Vance as Trustees and not individually and that the
                  obligations or arising out of this Agreement are not binding
                  upon any of the Trustees or beneficiaries individually but are
                  binding only upon the assets and properties of Eaton Vance.
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Shareholder Servicing Agreement as of the date first above written.

                                        EATON VANCE MANAGEMENT


                                        By: _____________________________
                                        Name:
                                        Title:


                                        UBS SECURITIES LLC


                                        By: _____________________________
                                        By:
                                        Title:

                                        By:  _____________________________
                                        By:
                                        Title:
<PAGE>
                  UBS Securities LLC Indemnification Agreement

                                                                       [ ], 2005

UBS Securities LLC
299 Park Avenue
New York, New York 10171

         In connection with the engagement of UBS Securities LLC ("UBS
Securities") to provide the Services to the undersigned (the "Company") as set
forth in the Shareholder Servicing Agreement dated [ ], 2005, between the
Company and UBS Securities (the "Agreement"), in the event that UBS Securities
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") (i)
in connection with or arising out of any untrue statement or alleged untrue
statement of a material fact contained in information with respect to the Fund
made public by or as authorized by the Fund (and not provided by UBS Securities)
or any omission or alleged omission to state therein a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading or (ii) otherwise in connection with or arising out of
the Agreement or the Services to be provided thereunder, the Company agrees to
indemnify, defend and hold UBS Securities harmless to the fullest extent
permitted by law, from and against any losses, claims, damages, liabilities and
expenses in connection with or arising out of the Agreement or the Services to
be provided thereunder (a "Covered Claim"), except, in the case of clause (ii)
above only, 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, bad faith or willful
misconduct of UBS Securities. In addition, in the event that UBS Securities
becomes involved in any capacity in any Proceeding which relates to a Covered
Claim, the Company will reimburse UBS Securities for its legal and other
expenses (including the reasonable cost of any investigation and preparation) as
such expenses are incurred by UBS Securities 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, on the one hand, and
UBS Securities, 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, on the one hand, and the
party entitled to contribution, on the other hand, as well as any other relevant
equitable considerations; provided, that in no event shall the Company
contribute less than the amount necessary to assure that UBS Securities is not
liable for losses, claims, damages, liabilities and expenses in excess of the
amount of fees actually received by UBS Securities pursuant to the Agreement.
Relative fault shall be determined by reference to, among other things, whether
any alleged untrue statement or omission or
<PAGE>
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 UBS Securities, on the other hand. The Company will not settle any
Proceeding in respect of which indemnity may be sought hereunder, whether or not
UBS Securities is an actual or potential party to such Proceeding, without UBS
Securities's prior written consent. For purposes of this Indemnification
Agreement, UBS Securities shall include UBS Securities LLC, any of its
affiliates, each other person, if any, controlling UBS Securities 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.

         If any Proceeding is brought against UBS Securities in respect of which
indemnity may be sought against the Company pursuant to the foregoing paragraph,
UBS Securities shall promptly notify the Company in writing of the institution
of such Proceeding and the Company shall assume the defense of such Proceeding,
including the employment of counsel reasonably satisfactory to UBS Securities
and payment of all fees and expenses; provided, however, that the omission to so
notify the Company shall not relieve the Company from any liability which the
Company may have to UBS Securities or otherwise, unless and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses
by the Company. UBS Securities shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of UBS Securities unless the employment of such counsel shall have been
authorized in writing by the Company in connection with the defense of such
Proceeding or the Company shall not have, within a reasonable period of time in
light of the circumstances, employed counsel to have charge of the defense of
such Proceeding or UBS Securities shall have reasonably concluded that there may
be defenses available to it which are different from, additional to or in
conflict with those available to the Company (in which case the Company shall
not have the right to direct the defense of such Proceeding on behalf of UBS
Securities), in any of which events such fees and expenses shall be borne by the
Company and paid as incurred (it being understood, however, that the Company
shall not be liable for the expenses of more than one separate counsel (in
addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction). The Company shall not be liable for any
settlement of any Proceeding effected without its written consent but if settled
with the written consent of the Company, the Company agrees to indemnify and
hold harmless UBS Securities from and against any loss or liability by reason of
such settlement. Notwithstanding the foregoing sentence, if at any time UBS
Securities shall have requested the Company to reimburse UBS Securities for fees
and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Company agrees that it shall be liable for any settlement of
any Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by the Company of the
aforesaid request, (ii) the Company shall not have reimbursed UBS Securities in
accordance with such request prior to the date of such settlement and (iii) UBS
Securities shall have given the Company at least 30 days' prior notice of its
intention to settle.
<PAGE>
         The Company agrees that neither UBS Securities 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 a Covered Claim, 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, bad faith or willful
misconduct of UBS Securities in performing the Services.

                  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 UBS SECURITIES 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 AND
THIRD PARTY AGAINST UBS SECURITIES OR ANY INDEMNIFIED PARTY. EACH OF UBS
SECURITIES 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.
<PAGE>
                  The foregoing Indemnification Agreement shall remain in full
force and effect notwithstanding any termination of UBS Securities'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:

UBS SECURITIES LLC

By:      ___________________________
By:
Title:


By:      ___________________________
By:
Title:

</TEXT>
</DOCUMENT>
