<SEC-DOCUMENT>0000940394-12-001157.txt : 20121128
<SEC-HEADER>0000940394-12-001157.hdr.sgml : 20121128
<ACCEPTANCE-DATETIME>20121128161331
ACCESSION NUMBER:		0000940394-12-001157
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20120930
FILED AS OF DATE:		20121128
DATE AS OF CHANGE:		20121128
EFFECTIVENESS DATE:		20121128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Eaton Vance Enhanced Equity Income Fund
		CENTRAL INDEX KEY:			0001300391
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21614
		FILM NUMBER:		121229232

	BUSINESS ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
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<TEXT>
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SIGNATURE   BARBARA E. CAMPBELL
TITLE       TREASURER

</TEXT>
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<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>77q1aeoi93012.txt
<DESCRIPTION>BY LAWS
<TEXT>
AMENDED AND RESTATED
BY-LAWS

OF

EATON VANCE ENHANCED EQUITY INCOME FUND

__________________________

These Amended and Restated By-Laws are made and
adopted as of April 23, 2012 pursuant to Section 2.11 of
Article II of the Declaration of Trust of EATON VANCE
ENHANCED EQUITY INCOME FUND (the "Trust"), dated
August 10, 2004 as from time to time amended (the
"Declaration").  All words and terms capitalized in these By-
Laws shall have the meaning or meanings set forth such
words or terms in the Declaration.


	ARTICLE I

	The Trustees

SECTION 1.	Number of Trustees.  The number of Trustees
shall be fixed by the Trustees, provided, however, that such
number shall at no time be less than two or exceed fifteen.


	ARTICLE II

	Officers and Their Election

SECTION 1.	Officers.  The officers of the Trust shall be a
President, a Treasurer, a Secretary, and such other officers or
agents as the Trustees may from time to time elect.  It shall
not be necessary for any Trustee or other officer to be a
holder of shares in the Trust.

SECTION 2.	Election of Officers.  The Treasurer and
Secretary shall be chosen annually by the Trustees.  The
President shall be chosen annually by and from the Trustees.
Except for the offices of the President and Secretary, two or
more offices may be held by a single person.  The officers
shall hold office until their successors are chosen and
qualified.

SECTION 3.	Resignations and Removals.  Any officer of
the Trust may resign by filing a written resignation with the
President or with the Trustees or with the Secretary, which
shall take effect on being so filed or at such time as may
otherwise be specified therein.  The Trustees may at any
meeting remove an officer.


	ARTICLE III

	Powers and Duties of Trustees and Officers

SECTION 1.	Trustees.  The business and affairs of the
Trust shall be managed by the Trustees, and they shall have
all powers necessary and desirable to carry out that
responsibility, so far as such powers are not inconsistent with
the laws of the Commonwealth of Massachusetts, the
Declaration of Trust, or these By-Laws.

SECTION 2.	Executive and other Committees.  The
Trustees may elect from their own number an executive
committee to consist of not less than three nor more than five
members, which shall have the power and duty to conduct
the current and ordinary business of the Trust while the
Trustees are not in session, and such other powers and duties
as the Trustees may from time to time delegate to such
committee.  The Trustees may also elect from their own
number other committees from time to time, the number
composing such committees and the powers conferred upon
the same to be determined by the Trustees.  Without limiting
the generality of the foregoing, the Trustees may appoint a
committee consisting of less than the whole number of
Trustees then in office, which committee may be empowered
to act for and bind the Trustees and the Trust, as if the acts
of such committee were the acts of all the Trustees then in
office, with respect to the institution, prosecution, dismissal,
settlement, review, investigation or other disposition of any
dispute, claim, action, suit or proceeding which shall be
pending or threatened to be brought before any court,
administrative agency or other adjudicatory body.

SECTION 3.	Chairman of the Trustees.  The Trustees shall
appoint from among their number a Chairman.  The
Chairman shall preside at the meetings of the Trustees and
may call meetings of the Trustees and of any committee
thereof whenever he deems it necessary or desirable to do
so.  The Chairman may in his discretion preside at any
meeting of the shareholders, and may delegate such authority
to another Trustee or officer of the Trust.  The Chairman
shall exercise and perform such additional powers and duties
as from time to time may be assigned to him by the Trustees,
and shall have the resources and authority appropriate to
discharge the responsibilities of the office.  A Trustee elected
or appointed as Chairman shall not be considered an officer
of the Trust by virtue of such election or appointment.

SECTION 4.	President.  Subject to such supervisory
powers, if any, as may be given by the Trustees to the
Chairman of the Trustees, the President shall be the chief
executive officer of the Trust and subject to the control of
the Trustees, he shall have general supervision, direction and
control of the business of the Trust and of its employees and
shall exercise such general powers of management as are
usually vested in the office of President of a corporation.  In
the event that the Chairman does not preside at a meeting of
shareholders or delegate such power and authority to another
Trustee or officer of the Fund, the President or his designee
shall preside at such meeting.  He shall have the power to
employ attorneys and counsel for the Trust and to employ
such subordinate officers, agents, clerks and employees as
he may find necessary to transact the business of the Trust.
He shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies, contracts, agreements or
other documents as may be deemed advisable or necessary
in furtherance of the interests of the Trust.  The President
shall have such other powers and duties as, from time to
time, may be conferred upon or assigned to him by the
Trustees.

SECTION 5.	Treasurer.  The Treasurer shall be the
principal financial and accounting officer of the Trust.  He
shall deliver all funds and securities of the Trust which may
come into his hands to such bank or trust company as the
Trustees shall employ as custodian in accordance with
Article III of the Declaration of Trust.  He shall make annual
reports in writing of the business conditions of the Trust,
which reports shall be preserved upon its records, and he
shall furnish such other reports regarding the business and
condition as the Trustees may from time to time require.  The
Treasurer shall perform such duties additional to foregoing as
the Trustees may from time to time designate.

SECTION 6.	Secretary.  The Secretary shall record in
books kept for the purpose all votes and proceedings of the
Trustees and the shareholders at their respective meetings.
He shall have custody of the seal, if any, of the Trust and
shall perform such duties additional to the foregoing as the
Trustees may from time to time designate.

SECTION 7.	Other Officers.  Other officers elected by the
Trustees shall perform such duties as the Trustees may from
time to time designate, including executing or signing such
powers of attorney, proxies, contracts, agreements or other
documents as may be deemed advisable or necessary in
furtherance of the interests of the Trust.

SECTION 8.	Compensation.  The Trustees and officers of
the Trust may receive such reasonable compensation from
the Trust for the performance of their duties as the Trustees
may from time to time determine.

	ARTICLE IV

	Meetings of Shareholders

SECTION 1.	Meetings.  Meetings of shareholders, at which
the shareholders shall elect Trustees and transact such other
business as may properly come before the meeting, shall be
held annually so long as required by the American Stock
Exchange, New York Stock Exchange or such other
exchange or trading system on which shares are principally
traded.  Meetings of the shareholders (or any class or series)
may be called at any time by the President, and shall be
called by the President or the Secretary at the request, in
writing or by resolution, of a majority of the Trustees, or at
the written request of the holder or holders of twenty-five
percent (25%) or more of the total number of the then issued
and outstanding shares of the Trust entitled to vote at such
meeting.  Any such request shall state the purposes of the
proposed meeting.

SECTION 2.	Place of Meetings.  Meetings of the
shareholders shall be held at the principal place of business
of the Trust in Boston, Massachusetts, unless a different
place within the United States is designated by the Trustees
and stated as specified in the respective notices or waivers of
notice with respect thereto.

SECTION 3.	Notice of Meetings.  Notice of all meetings of
the shareholders, stating the time, place and the purposes for
which the meetings are called, shall be given by the Secretary
to each shareholder entitled to vote thereat, and to each
shareholder who under the By-Laws is entitled to such
notice, by delivering (by electronic, telephonic, computerized
or other alternative means as may be approved by resolutions
adopted by the trustees, which authorization is received not
more than six months before delivery of such notice) or
mailing, postage paid, addressed to such address as it appears
upon the books of the Trust, at least ten days no more than
ninety days before the time fixed for the meeting, and the
person given such notice shall make an affidavit with respect
thereto.  If any shareholder shall have failed to inform the
Trust of his address, no notice need be sent to him.  No
notice need be given to any shareholder if a written waiver
of notice, executed before or after the meeting by the
shareholder or his attorney thereunto authorized, is filed with
the records of the meeting.

SECTION 4.	Quorum.  Except as otherwise provided by
law, to constitute a quorum for the transaction of any
business at any meeting of shareholders, there must be
present, in person or by proxy, holders of a majority of the
total number of shares of the then issued and outstanding
shares of the Trust entitled to vote at such meeting; provided
that if a class (or series) of shares is entitled to vote as a
separate class (or series) on any matter, then in the case of
that matter a quorum shall consist of the holders of a
majority of the total number of shares of the then issued and
outstanding shares of that class (or series) entitled to vote at
the meeting.  Shares owned directly or indirectly by the
Trust, if any, shall not be deemed outstanding for this
purpose.

	If a quorum, as above defined, shall not be present
for the purpose of any vote that may properly come before
any meeting of shareholders at the time and place of any
meeting, the shareholders present in person or by proxy and
entitled to vote at such meeting on such matter holding a
majority of the shares present and entitled to vote on such
matter may by vote adjourn the meeting from time to time to
be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as
above defined, entitled to vote on such matter, shall be
present, whereupon any such matter may be voted upon at
the meeting as though held when originally convened.

SECTION 5.	Voting.  At each meeting of the shareholders
every shareholder of the Trust shall be entitled to one vote in
person or by proxy for each of the then issued and
outstanding shares of the Trust then having voting power in
respect of the matter upon which the vote is to be taken,
standing in his name on the books of the Trust at the time of
the closing of the transfer books for the meeting, or, if the
books be not closed for any meeting, on the record date
fixed as provided in Section 4 of Article VI of these By-
Laws for determining the shareholders entitled to vote at
such meeting, or if the books be not closed and no record
date be fixed, at the time of the meeting.  The record holder
of a fraction of a share shall be entitled in like manner to
corresponding fraction of a vote.  Notwithstanding the
foregoing, the Trustees may, in connection with the
establishment of any class (or series) of shares or in proxy
materials for any meeting of shareholders or in other
solicitation materials or by vote or other action duly taken by
them, establish conditions under which the several classes (or
series) shall have separate voting rights or no voting rights.

	All elections of Trustees shall be conducted in any
manner approved at the meeting of the shareholders at which
said election is held, and shall be by ballot if so requested by
any shareholder entitled to vote thereon.  The persons
receiving the greatest number of votes shall be deemed and
declared elected.  Except as otherwise required by law or by
the Declaration of Trust or by these By-Laws, all matters
shall be decided by a majority of the votes cast, as
hereinabove provided, by persons entitled to vote thereon.

SECTION 6.	Proxies.  Any shareholder entitled to vote
upon any matter at any meeting of the shareholders may so
vote by proxy, provided that such proxy to act is authorized
to act by (i) a written instrument, dated not more than six
months before the meeting and executed either by the
shareholder or by his or her duly authorized attorney in fact
(who may be so authorized by a writing or by any non-
written means permitted by the laws of The Commonwealth
of Massachusetts) or (ii) such electronic, telephonic,
computerized or other alternative means as may be approved
by a resolution adopted by the Trustees, which authorization
is received not more than six months before the initial
session of the meeting.  Proxies shall be delivered to the
Secretary of the Trust or other person responsible for
recording the proceedings before being voted.  A proxy with
respect to shares held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Trust receives a specific written
notice to the contrary from any one of them.  Unless
otherwise specifically limited by their terms, proxies shall
entitle the holder thereof to vote at any adjournment of a
meeting.  A proxy purporting to be exercised by or on behalf
of a shareholder shall be deemed valid unless challenged at
or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.  At all meetings of the
shareholders, unless the voting is conducted by inspectors,
all questions relating to the qualifications of voters, the
validity of proxies, and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
SECTION 7.	Consents.  Any action which may be taken by
shareholders may be taken without a meeting if a majority of
shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by law, the
Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are
filed with the records of the meetings of shareholders.  Such
consents shall be treated for all purposes as a vote taken at a
meeting of shareholders.

SECTION 8.	Notice of Shareholder Business and
Nominations

	(A) Annual Meetings of Shareholders.  (1)
Nominations of persons for election of the Board of Trustees
and the proposal of business to be considered by the
shareholders may be made at an annual meeting of
shareholders (a) pursuant to the notice of meeting described
in Section 3 of this Article of these By-Laws; (b) by or at the
direction of the Board of Trustees; or (c) by any shareholder
of the Trust who was a shareholder of record at the time of
giving of notice provided for in Section 3 of this Article of
these By-Laws, who is entitled to vote at the meeting and
who complied with the notice provisions set forth in this
Section 8.

		(2)  For nominations or other business
properly to be brought before an annual meeting by a
shareholder pursuant to clause (c) of paragraph (A)(1) of this
Section 8, the shareholder must have given timely notice
thereof in writing to the Secretary of the Trust and such other
business must be a proper matter for shareholder action.  To
be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the Trust not
later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred-
twentieth day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than thirty days
before or more than sixty days after such anniversary date,
notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date
of such meeting is first made.  In no event, shall the public
announcement of an adjournment of an annual meeting
commence a new time period for the giving of a
shareholder's notice as described above.  Such shareholder's
notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection
as a Trustee all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of trustees/directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a Trustee if
elected); (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such
shareholder, as they appear on the Trust's books, and of
such beneficial owner and (ii) the class/series and number of
shares of the Trust which are owned beneficially and of
record by such shareholder and such beneficial owner.

		(3)  Notwithstanding anything in the second
sentence of paragraph (A)(2) of this Section 8 to the
contrary, in the event that the number of Trustees to be
elected to the Board of Trustees is increased and there is no
public announcement naming all of the nominees for Trustee
or specifying the size of the increased Board of Trustees
made by the Trust at least one hundred days prior to the first
anniversary of the preceding year's annual meeting, a
shareholder's notice required by this Section 8 shall also be
considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices
of the Trust not later than the close of business on the tenth
day following the day on which such public announcement
is first made by the Trust.

	(B)  Special Meetings of Shareholders.  Only such
business shall be conducted by a special meeting of
shareholders as shall have been brought before the meeting
pursuant to the Trust's notice of meeting.  Nominations of
persons for election to the Board of Trustees may be made at
a special meeting of shareholders at which Trustees are to be
elected pursuant to the Trust's notice of meeting (1) by or at
the direction of the Board of Trustees or (2) by any
shareholder of the Trust who is a shareholder of record at the
time of giving of notice provided for in this Section 8, who
shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 8.  In the
event the Trust calls a special meeting of shareholders for the
purpose of electing one or more Trustees to the Board of
Trustees, any such shareholder may nominate a person or
persons (as the case may be), for election to such position(s)
as specified in the Trust's notice of meeting, if the
shareholder's notice required by paragraph (A)(2) of this
Section 8 shall be delivered to the Secretary at the principal
executive offices of the Trust not earlier than the close of
business on the one hundred-twentieth day prior to such
special meeting and not later than the close of business on
the later of the ninetieth day prior to such special meeting or
the tenth day following the day on which public
announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of
Trustees to be elected at such meeting.  In no event, shall the
public announcement or adjournment of a special meeting
commence a new time period for the giving of a
shareholder's notice as described above.

	(C)  General.  (1) Only such persons who are
nominated in accordance with the procedures set forth in this
Section 8 shall be eligible to serve as Trustees and only such
business shall be conducted at a meeting of shareholders as
shall have been brought before the meeting in accordance
with the procedures set forth in this Section 8.  Except as
otherwise provided by law, the Declaration of Trust or these
By-Laws, the person presiding as chairman at the meeting
shall have the power and duty to determine whether a
nomination or any business proposed to be brought before
the meeting was made, or proposed, as the case may be, in
accordance with the procedures set forth in this Section 8
and, if any proposed nomination or business is not in
compliance with this Section 8, to declare that such defective
proposal or nomination shall be disregarded.

		(2)  For purposes of this Section 8, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document
publicly filed by the Trust with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13, 14
or 15(d) of the Exchange Act.

		(3)  Notwithstanding the foregoing provisions
of this Section 8, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set
forth in this Section 8.  Nothing in this Section 8 shall be
deemed to affect any rights of (a) shareholders to request
inclusion of proposals in the Trust's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (b) the
holders of any class of preferred shares of beneficial interest
to elect Trustees under specified circumstances.


ARTICLE V

	Trustees Meetings

SECTION 1.	Meetings.  The Trustees may in their
discretion provide for regular or stated meetings of the
Trustees.  Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the
Chairman, President or by any other Trustee at the time being
in office.  Any or all of the Trustees may participate in a
meeting by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time, and participation by such means shall constitute
presence in person at a meeting.

SECTION 2.	Notices.  Notice of regular or stated meetings
need not be given.  Notice of the time and place of each
meeting other than regular or stated meeting shall be given by
the Secretary or by the Trustee calling the meeting and shall
be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wirelessed to
each Trustee at his business address or personally delivered
to him at least one day before the meeting.  Such notice may,
however, be waived by all the Trustees.  Notice of a meeting
need not be given to any Trustee if a written waiver of
notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him.  A notice or waiver
of notice need not specify the purpose of any special
meeting.

SECTION 3.	Consents.  Any action required or permitted
to be taken at any meeting of the Trustees may be taken by
the Trustees without a meeting if a written consent thereto is
signed by a majority of the Trustees and filed with the
records of the Trustees' meetings. A Trustee may deliver his
consent to the Trust by facsimile machine or other electronic
communication equipment. Such consent shall be treated as a
vote at a meeting for all purposes.

SECTION 4.	Place of Meetings.  The Trustees may hold
their meetings within or without The Commonwealth of
Massachusetts.

SECTION 5.	Quorum and Manner of Acting.  A majority
of the Trustees in office shall be present in person at any
regular stated or special meeting of the Trustees in order to
constitute a quorum for the transaction of business at such
meeting and (except as otherwise required by the Declaration
of Trust, by these By-Laws or by statute) the act of a
majority of the Trustees present at any such meeting, at
which a quorum is present, shall be the act of the Trustees.
In the event that action is to be taken with respect to the
death, declination, resignation, retirement, removal or
incapacity of one or more Trustees, a quorum for the
transaction of such business and any other business
conducted at such meeting and (except as otherwise required
by the Declaration of Trust, by these By-Laws or by statute)
shall be a majority of the remaining Trustees then in office.
In the absence of quorum, a majority of the Trustees present
may adjourn the meeting from time to time until a quorum
shall be present.  Notice of any adjourned meeting need not
be given.


ARTICLE VI

	Shares of Beneficial Interest

SECTION 1.	Certificates for Shares of Beneficial Interest.
Certificates for shares of beneficial interest of any class of
shares of the Trust, if issued, shall be in such form as shall
be approved by the Trustees. They shall be signed by, or in
the name of, the Trust by the President and by the Treasurer
and may, but need not be, sealed with seal of the Trust;
provided, however, that where such certificate is signed by a
transfer agent or a transfer clerk acting on behalf of the Trust
or a registrar other than a Trustee, officer or employee of the
Trust, the signature of the President or Treasurer and the seal
may be facsimile.  In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates, shall
cease to be such officer or officers of the Trust whether
because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the
Trust, such certificate or certificates may nevertheless be
adopted by the Trust and be issued and delivered as though
the person or persons who signed such certificate or
certificates or whose facsimile signatures shall have been
used thereon had not ceased to be such officer or officers of
the Trust.

SECTION 2.	Transfer of Shares.  Transfers of shares of
beneficial interest of any shares of the Trust shall be made
only on the books of the Trust by the owner thereof or by his
attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary or a transfer agent, and
only upon the surrender of any certificate or certificates for
such shares.  The Trust shall not impose any restrictions
upon the transfer of the shares of the Trust, but this
requirement shall not prevent the charging of customary
transfer agent fees.

SECTION 3.	Transfer Agent and Registrar; Regulations.
The Trust shall, if and whenever the Trustees shall so
determine, maintain one or more transfer offices or agencies,
each in the charge of a transfer agent designated by the
Trustees, where the shares of beneficial interest of the Trust
shall be directly transferable.  The Trust shall, if and
whenever the Trustees shall so determine, maintain one or
more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares shall be
registered, and no certificate for shares of the Trust in respect
of which a transfer agent and/or registrar shall have been
designated shall be valid unless countersigned by such
transfer agent and/or registered by such registrar.  The
principal transfer agent may be located within or without the
Commonwealth of Massachusetts and shall have charge of
the stock transfer books, lists and records, which shall be
kept within or without Massachusetts in an office which shall
be deemed to be the stock transfer office of the Trust.  The
Trustees may also make such additional rules and regulations
as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the Trust.

SECTION 4.	Closing of Transfer Books and Fixing Record
Date.  The Trustees may fix in advance a time which shall be
not more than seventy-five days before the date of any
meeting of shareholders, or the date for the payment of any
dividend or the making or any distribution to shareholders or
the last day on which the consent or dissent of shareholders
may be effectively expressed for any purpose, as the record
date for determining the shareholders having the right to
notice of and to vote at such meeting, and any adjournment
thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent, and in such case
only shareholders of record on such record date shall have
such right, notwithstanding any transfer of shares on the
books of the Trust after the record date.  The Trustees may,
without fixing such record date, close the transfer books for
all or any part of such period for any of the foregoing
purposes.

SECTION 5.	Lost, Destroyed or Mutilated Certificates.
The holder of any shares of the Trust shall immediately
notify the Trust of any loss, destruction or mutilation of the
certificate therefor, and the Trustees may, in their discretion,
cause a new certificate or certificates to be issued to him, in
case of mutilation of the certificate, upon the surrender of
the mutilated certificate, or, in case of loss or destruction of
the certificate, upon satisfactory proof of such loss or
destruction and, in any case, if the Trustees shall so
determine, upon the delivery of a bond in such form and in
such sum and with such surety or sureties as the Trustees
may direct, to indemnify the Trust against any claim that may
be made against it on account of the alleged loss or
destruction of any such certificate.

SECTION 6.	Record Owner of Shares.  The Trust shall be
entitled to treat the person in whose name any share of the
Trust is registered on the books of the Trust as the owner
thereof, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part
of any other person.


	ARTICLE VII

	Fiscal Year

SECTION 1.	Fiscal Year.  The fiscal year of the Trust shall
end on such date as the Trustees may, from time to time,
determine.


ARTICLE VIII

	Seal

SECTION 1.	Seal.  The Trustees may adopt a seal of the
Trust which shall be in such form and shall have such
inscription thereon as the Trustees may from time to time
prescribe.


ARTICLE IX

	Inspection of Books

SECTION 1.	Inspection of Books.  The Trustees shall from
time to time determine whether and to what extent, and at
what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of
them shall be open to the inspection of the shareholders; and
no shareholder shall have any right to inspect any account or
book or document of the Trust except as conferred by law or
authorized by the Trustees or by resolution of the
shareholders.


ARTICLE X

	Principal Custodian and Sub-custodians

SECTION 1.	Principal Custodian.  The following
provisions shall apply to the employment of the principal
Custodian pursuant to the Declaration of Trust:

	(A)  The Trust may employ the principal Custodian:

	(1)	To hold securities owned by
the Trust and deliver  the same
upon written order or oral
order, if confirmed in writing,
or by such electro-mechanical
or electronic devices as are
agreed to by the Trust and
such Custodian;

		(2)	To receive and receipt for any
moneys due to the Trust and
deposit the same in its own
banking department or, as the
Trustees may direct, in any
bank, trust company or
banking institution approved
by such Custodian, provided
that all such deposits shall be
subject only to the draft or
order of such Custodian; and

		(3)	To disburse such funds upon
orders or vouchers.

	(B)	The Trust may also employ such
Custodian as its agent:

		(1)	To keep the books and
accounts of the Trust and
furnish clerical and
accounting services; and

		(2)	To compute the net asset
value per share in the manner
approved by the Trust.

	(C)	All of the foregoing services shall be
performed upon such basis of
compensation as may be agreed upon
between the Trust and the principal
Custodian.  If so directed by vote of
the holders of a majority of the
outstanding shares of Trust, the
principal Custodian shall deliver and
pay over all property of the Trust held
by it as specified in such vote.

(D)	In case of the resignation, removal or
inability to serve of any such
Custodian, the Trustees shall promptly
appoint another bank or trust
company meeting the requirements of
the Declaration of Trust as successor
principal Custodian.  The agreement
with the principal Custodian shall
provide that the retiring principal
Custodian shall, upon receipt of
notice of such appointment, deliver
the funds and property of the Trust in
its possession to and only to such
successor, and that pending
appointment of a successor principal
Custodian, or a vote of the
shareholders to function without a
principal Custodian, the principal
Custodian shall not deliver funds and
property of the Trust to the Trustees,
but may deliver them to a bank or
trust company doing business in
Boston, Massachusetts, of its own
selection, having an aggregate capital,
surplus and undivided profits, as
shown by its last published report, of
not less than $2,000,000, as the
property of the Trust to be held under
terms similar to those on which they
were held by the retiring principal
Custodian.

SECTION 2.	Sub-Custodian.  The Trust may also authorize
the principal Custodian to employ one or more
sub-custodians from time to time to perform such of the acts
and services of the Custodian and upon such terms and
conditions as may be agreed upon between the Custodian
and sub-custodian.

SECTION 3.	Securities Depositories, etc.  Subject to such
rules, regulations and orders as the Commission may adopt,
the Trust may authorize or direct the principal Custodian or
any sub-custodian to deposit all or any part of the securities
in or with one or more depositories or clearing agencies or
systems for the central handling of securities or other
book-entry systems approved by the Trust, or in or with such
other persons or systems as may be permitted by the
Commission, or otherwise in accordance with the Act,
pursuant to which all securities of any particular class or
series of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities, provided
that all such deposits shall be subject to withdrawal only
upon the order of the Trust or the principal Custodian or the
sub-custodian.  The Trust may also authorize the deposit in
or with one or more eligible foreign custodians (or in or with
one or more foreign depositories, clearing agencies or
systems for the central handling of securities) of all or part of
the Trust's foreign assets, securities, cash and cash
equivalents in amounts reasonably necessary to effect the
Trust's foreign investment transactions, in accordance with
such rules, regulations and orders as the Commission may
adopt.


	ARTICLE XI

	Limitation of Liability and Indemnification

SECTION 1.	Limitation of Liability.  Provided they have
exercised reasonable care and have acted under the
reasonable belief that their actions are in the best interest of
the Trust, the Trustees shall not be responsible for or liable in
any event for neglect or wrongdoing of them or any officer,
agent, employee or investment adviser of the Trust, but
nothing contained in the Declaration of Trust or herein shall
protect any Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

SECTION 2.	Indemnification of Trustees and Officers.
Subject to the exceptions and limitations contained in this
section, every person who is, or has been, a Trustee or
officer of the Trust or, at the Trust's request, serves, or has
served, as a  director, trustee or officer of another
organization in which the Trust has an interest as a
shareholder, creditor or otherwise (hereinafter referred to as
a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by applicable law, as in effect from
time to time ("Applicable Law"), against any and all
liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or settlement, or as
fines and penalties, and counsel fees, incurred by or for such
Covered Person in connection with the preparation for,
defense or disposition of, any claim,  demand, action, suit,
investigation, inquiry or proceeding of any and every kind,
whether actual or threatened (collectively, a "Claim"), in
which such Covered Person becomes involved as a party or
otherwise by virtue of being or having been a Covered
Person.

No indemnification shall be provided hereunder to a
Covered Person to the extent such indemnification is
prohibited by Applicable Law.  In no event shall the Trust be
obligated to indemnify a Covered Person against liabilities to
the Trust or any shareholder to which such Covered Person
would otherwise be subject by reason of the willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered
Person's office (collectively, "Disabling Conduct").

The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any
Covered Person may now or hereafter be entitled and shall
inure to the benefit of the heirs, executors and administrators
of such Covered Person.

To the maximum extent permitted by Applicable Law, the
Trust shall make advances for the payment of expenses
reasonably incurred by or for a Covered Person in
connection with any Claim for which the Covered Person is
entitled to indemnification by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on
behalf of the Covered Person to repay such amount if it is
ultimately determined that such Covered Person is not
entitled to indemnification by the Trust.

The obligation of the Trust to indemnify a Covered Person
and/or make advances for the payment of expenses incurred
by or for such Covered Person under this section may be
made subject to conditions and procedures as the Trustees
determine are necessary or appropriate to protect the Trust
from the risk that a Covered Person will ultimately be
determined to be not entitled to indemnification hereunder.
Except as otherwise provided in such conditions and
procedures, the Covered Person shall be entitled to the
benefit of a rebuttable presumption that the Covered Person
has not engaged in Disabling Conduct and that the Covered
Person is entitled to indemnification hereunder.

Nothing contained in this section shall affect any rights to
indemnification to which any Covered Person or other
person may be entitled by contract or otherwise under law or
prevent the Trust from entering into any contract to provide
indemnification to any Covered Person or other person.
Without limiting the foregoing, the Trust may, in connection
with the acquisition of assets subject to liabilities or a merger
or consolidation, assume the obligation to indemnify any
person including a Covered Person or otherwise contract to
provide such indemnification, and such indemnification shall
not be subject to the terms of this section.

SECTION 3.	Indemnification of Shareholders.  In case any
shareholder or former shareholder shall be held to be
personally liable solely by reason of his being or having been
a shareholder and not because of his acts or omissions or for
some other reason, the shareholder or former shareholder (or
his heirs, executors, administrators or other legal
representatives, or in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled out of the Trust estate to be held harmless from and
indemnified against all loss and expense arising from such
liability.  The Trust shall, upon request by the shareholder,
assume the defense of any claim made against any
shareholder for any act or obligation of the Trust and satisfy
any judgment thereon.  A holder of shares of a series shall be
entitled to indemnification hereunder only out of assets
allocated to that series.


	ARTICLE XII

	Report to Shareholders

SECTION 1.	Reports to Shareholders.  The Trustees shall
at least semi-annually transmit by written, electronic,
computerized or other alternative means to the shareholders a
written financial report of the transactions of the Trust
including financial statements which shall at least annually
be certified by independent public accountants.


ARTICLE XIII

	Amendments

SECTION 1.	Amendments.  These By-Laws may be
amended at any meeting of the Trustees by a vote of a
majority of the Trustees then in office; provided, however,
that any provision of Article XI may be amended only by a
two-thirds vote.



Dated:  April 23, 2012
023_0519
	- 18 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>ici-eoi93012.txt
<DESCRIPTION>AUDIT LETTER
<TEXT>
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Trustees and Shareholders of Eaton Vance Enhanced
Equity Income Fund:
In planning and performing our audit of the financial
statements of Eaton Vance Enhanced Equity Income Fund (the
"Fund") as of and for the year ended September 30, 2012, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered
the Fund's internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting.  Accordingly, we
express no such opinion.
The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  A fund's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  A
fund's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the fund are being made only
in accordance with authorizations of management of the fund
and trustees of the trust; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of a fund's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on
a timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of a fund's annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls for safeguarding
securities that we consider to be a material weakness, as
defined above, as of September 30, 2012.
This report is intended solely for the information and use of
management and the Trustees of Eaton Vance Enhanced
Equity Income Fund and the Securities and Exchange
Commission and is not intended to be and should not be used
by anyone other than these specified parties.
/s/ Deloitte & Touche LLP

Boston, Massachusetts
November 16, 2012




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
