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<SEC-DOCUMENT>0001445546-11-000920.txt : 20110228
<SEC-HEADER>0001445546-11-000920.hdr.sgml : 20110228
<ACCEPTANCE-DATETIME>20110228140137
ACCESSION NUMBER:		0001445546-11-000920
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20101231
FILED AS OF DATE:		20110228
DATE AS OF CHANGE:		20110228
EFFECTIVENESS DATE:		20110228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST TRUST ENHANCED EQUITY INCOME FUND
		CENTRAL INDEX KEY:			0001291334
		IRS NUMBER:				300261406

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-21586
		FILM NUMBER:		11644876

	BUSINESS ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187
		BUSINESS PHONE:		630-765-8000

	MAIL ADDRESS:	
		STREET 1:		C/O FIRST TRUST PORTFOLIOS L.P.
		STREET 2:		120 EAST LIBERTY DRIVE, SUITE 400
		CITY:			WHEATON
		STATE:			IL
		ZIP:			60187

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	First Trust/Fiduciary Asset Management Covered Call Fund
		DATE OF NAME CHANGE:	20040526

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	First Trust/Fiduciary Asset Management Covered Call Income Fund
		DATE OF NAME CHANGE:	20040521
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANNUAL REPORT FOR REGISTERED INVESTMENT COMPANIES
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2010
000 C000000 1291334
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 FIRST TRUST ENHANCED EQUITY INCOME FUND
001 B000000 811-21586
001 C000000 6307658000
002 A000000 120 E. Liberty Drive, Suite 400
002 B000000 Wheaton
002 C000000 IL
002 D010000 60187
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 FIRST TRUST ADVISORS L.P.
008 B000001 A
008 C000001 801-39950
008 D010001 Wheaton
008 D020001 IL
008 D030001 60187
008 A000002 CHARTWELL INVESTMENT PARTNERS LP
008 B000002 S
008 C000002 801-54124
008 D010002 BERWYN
008 D020002 PA
008 D030002 19312
010 A000001 BNY MELLON INVESTMENT SERVICING (US) INC.
010 B000001 84-1761
010 C010001 WILMINGTON
010 C020001 DE
010 C030001 19809
011 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
011 B000001 8-007221
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10281
012 A000001 BNY MELLON INVESTMENT SERVICING (US) INC.
012 B000001 84-1761
012 C010001 WILMINGTON
012 C020001 DE
012 C030001 19809
013 A000001 DELOITTE & TOUCHE LLP
<PAGE>      PAGE  2
013 B010001 CHICAGO
013 B020001 IL
013 B030001 60606
013 B040001 4301
015 A000001 PFPC TRUST COMPANY
015 B000001 C
015 C010001 PHILADELPHIA
015 C020001 PA
015 C030001 19153
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000   67
019 C000000 FIRSTDEFIN
020 A000001 B RILEY CO.
020 B000001 26-0673644
020 C000001     69
020 A000002 GATEWAY TRADING
020 B000002 00-0000000
020 C000002     38
020 A000003 SUSQUEHANNA CAPITAL GROUP
020 B000003 23-2795205
020 C000003     28
020 A000004 JANNEY MONTGOMERY SCOTT, LLC
020 B000004 23-0731260
020 C000004     15
020 A000005 SANFORD C. BERNSTEIN & CO., INC.
020 B000005 13-2625874
020 C000005     11
020 A000006 GOLDMAN SACHS & CO.
020 B000006 13-5108880
020 C000006     10
020 A000007 BOENNING & SCATTERGOOD, INC.
020 B000007 23-1720062
020 C000007      9
020 A000008 KEYBANC CAPITAL MARKETS
020 B000008 34-1391952
020 C000008      8
020 A000009 ISI GROUP
020 B000009 00-0000000
020 C000009      8
020 A000010 BANK OF NEW YORK
020 B000010 13-4941102
020 C000010      6
021  000000      233
022 A000001 JPMORGAN CHASE & CO.
022 B000001 13-2624428
022 C000001      1285
022 D000001         0
022 A000002 CITIGROUP, INC.
022 B000002 52-1568099
<PAGE>      PAGE  3
022 C000002       927
022 D000002         0
022 A000003 BARCLAYS CAPITAL, INC.
022 B000003 06-1031656
022 C000003       110
022 D000003         0
022 A000004 MORGAN STANLEY & CO., INC.
022 B000004 13-2655998
022 C000004      2018
022 D000004         0
023 C000000       4340
023 D000000          0
024  000000 N
026 A000000 N
026 B000000 N
026 C000000 N
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<PAGE>      PAGE  4
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080 A000000 ICI MUTUAL INSURANCE COMPANY
080 C000000   125000
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086 D010000      0
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088 A000000 N
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SIGNATURE   JAMES M. DYKAS
TITLE       ASST. TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>exhibit_77b.txt
<DESCRIPTION>ACCOUNTANT'S REPORT ON INTERNAL CONTROL
<TEXT>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of First Trust Enhanced Equity Income
Fund:

In planning and performing our audit of the financial statements of First Trust
Enhanced Equity Income Fund (the "Fund") as of and for the year ended December
31, 2010, 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 and directors of the fund; 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 the
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 December 31, 2010.

This report is intended solely for the information and use of management and the
Board of Trustees of First Trust 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

Chicago, Illinois
February 25, 2011



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>exhibit_77c.txt
<DESCRIPTION>MATTERS SUBMITTED TO A VOTE OF SHAREHOLDERS
<TEXT>
A special meeting of shareholders of the Fund was held on December 20, 2010. At
the meeting, shareholders approved a new investment management agreement between
the Fund and First Trust and a new investment sub-advisory agreement between the
Fund, First Trust and Chartwell. 10,221,520 (51.13%) of the outstanding voting
securities were voted at the meeting. The number of votes cast in favor of the
new investment management agreement was 9,317,640, the number of votes against
was 262,416, and the number of abstentions was 631,464. The number of votes cast
in favor of the new investment sub-advisory agreement was 9,300,492, the number
of votes against was 289,235 and the number of abstentions was 621,793. The
terms of the new investment management agreement and new investment sub-advisory
agreement are substantially similar to the terms of the previous agreements.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>exhibit77q1_a.txt
<DESCRIPTION>INTERIM INVESTMENT MANAGEMENT AGREEMENT
<TEXT>
                    INTERIM INVESTMENT MANAGEMENT AGREEMENT

      INTERIM INVESTMENT MANAGEMENT AGREEMENT made this 12th day of October,
2010 by and between FIRST TRUST ENHANCED EQUITY INCOME FUND (formerly known as
FIRST TRUST/FIDUCIARY ASSET MANAGEMENT COVERED CALL FUND, a Massachusetts
business trust (the "Fund"), and FIRST TRUST ADVISORS L.P., an Illinois limited
partnership (the "Adviser").

                              W I T N E S S E TH:

      WHEREAS, the Fund has entered into with the Adviser an investment
management agreement dated August 26, 2004 (the "Management Agreement") pursuant
to which the Adviser serves as the Fund's investment adviser.

      WHEREAS, effective this date, James A. Bowen, the President of the
Adviser, has acquired all the common stock of The Charger Corporation, the
general partner to the Adviser (the "Transaction");

      WHEREAS, the Transaction operates as an "assignment" of the Management
Agreement that terminates the Management Agreement pursuant to Section 12
thereof;

      WHEREAS, the Fund desires to continue to retain the Adviser to furnish
certain investment advisory and portfolio management services for each Fund; and

      WHEREAS, the Fund and Adviser desire to enter into this agreement (the
"Agreement") pursuant to Rule 15a-4 under the 1940 Act (as defined below), under
which the Adviser will furnish certain investment advisory and portfolio
management services for each Fund upon the terms and conditions hereafter set
forth;

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:

       1. The Fund hereby engages the Adviser to act as the investment adviser
for, and to manage the investment and reinvestment of the assets of the Fund in
accordance with the Fund's investment objective and policies and limitations,
and to administer the Fund's affairs to the extent requested by and subject to
the supervision of the Board of Trustees of the Fund for the period and upon the
terms herein set forth. The investment of the Fund's assets shall be subject to
the Fund's policies, restrictions and limitations with respect to securities
investments as set forth in the Fund's then current registration statement under
the Investment Company Act of l940 (the "1940 Act"), and all applicable laws and
the regulations of the Securities and Exchange Commission relating to the
management of registered closed-end management investment companies.

      The Adviser accepts such employment and agrees during such period to
render such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services (other than such services, if any,
provided by the Fund's transfer agent, administrator or other service providers)
for the Fund, to permit any of its officers or employees to serve without
compensation as trustees or officers of the Fund if elected to such positions,

<PAGE>

and to assume the obligations herein set forth for the compensation herein
provided. The Adviser shall at its own expense furnish all executive and other
personnel, office space, and office facilities required to render the investment
management and administrative services set forth in this Agreement. In the event
that the Adviser pays or assumes any expenses of the Fund not required to be
paid or assumed by the Adviser under this Agreement, the Adviser shall not be
obligated hereby to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve the Adviser of
any obligation to the Fund under any separate agreement or arrangement between
the parties.

       2. The Adviser shall, for all purposes herein provided, be deemed to be
an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for nor represent the Fund in any
way, nor otherwise be deemed an agent of the Fund.

       3. For the services and facilities described in Section 1, the Fund will
pay to the Adviser and the Adviser agrees to accept as full compensation
therefor, an investment management fee equal to the annual rate of 1.00% of the
Fund's Managed Assets, as such term is defined herein. "Managed Assets" means
the average daily gross assets of the Fund, minus the sum of the Fund's accrued
and unpaid dividends on any outstanding common shares and accrued liabilities
(including the value of call options written (sold)). The compensation accrued
hereunder will be held in an interest-bearing escrow account with the Fund's
custodian or another bank (as defined in the 1940 Act) designated by the Fund.
If a new investment management agreement (the "New Management Agreement") with
the Adviser for the Fund is approved by the vote of a majority of the
outstanding voting securities of the Fund by the end of the 150-day term of this
Agreement, the amount in the escrow account (including the interest earned) will
be paid to the Adviser. If a majority of the outstanding voting securities of
the Fund does not approve the New Management Agreement with the Adviser within
the 150-day period, the Adviser will be paid, out of the escrow account, the
lesser of: (i) any costs incurred by the Adviser in performing the Agreement
(plus interest earned on that amount while in escrow); or (ii) the total amount
in the escrow account (plus interest earned).

      For the month and year in which this Agreement becomes effective, or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement shall have been in effect during the month and year,
respectively. The services of the Adviser to the Fund under this Agreement are
not to be deemed exclusive, and the Adviser shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.

       4. The Adviser shall arrange for suitably qualified officers or employees
of the Adviser to serve, without compensation from the Fund, as trustees,
officers or agents of the Fund, if duly elected or appointed to such positions,
and subject to their individual consent and to any limitations imposed by law.


<PAGE>


       5. For purposes of this Agreement, brokerage commissions paid by the Fund
upon the purchase or sale of the Fund's portfolio securities shall be considered
a cost of securities of the Fund and shall be paid by the Fund.

       6. Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of the Fund's securities on behalf of the Fund,
and is directed to use its commercially reasonable efforts to obtain best
execution, which includes most favorable net results and execution of the Fund's
orders, taking into account all appropriate factors, including price, dealer
spread or commission, size and difficulty of the transaction and research or
other services provided. Subject to approval by the Fund's Board of Trustees and
to the extent permitted by and in conformance with applicable law (including
Rule 17e-1 of the 1940 Act), Adviser may select brokers or dealers affiliated
with Adviser. It is understood that Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of
any obligation owing to the Fund under this Agreement, or otherwise, solely by
reason of its having caused the Fund to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for the
Fund in excess of the amount of commission another member of an exchange, broker
or dealer would have charged if Adviser determined in good faith that the
commission paid was reasonable in relation to the brokerage or research services
provided by such member, broker or dealer, viewed in terms of that particular
transaction or Adviser's overall responsibilities with respect to its accounts,
including the Fund, as to which it exercises investment discretion.

      In addition, Adviser may, to the extent permitted by applicable law,
aggregate purchase and sale orders of securities with similar orders being made
simultaneously for other accounts managed by Adviser or its affiliates, if in
Adviser's reasonable judgment such aggregation shall result in an overall
economic benefit to the Fund, taking into consideration the selling or purchase
price, brokerage commissions and other expenses. In the event that a purchase or
sale of an asset of the Fund occurs as part of any aggregate sale or purchase
orders, the objective of Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in an
equitable manner. Nevertheless, the Fund acknowledges that under some
circumstances, such allocation may adversely affect the Fund with respect to the
price or size of the securities positions obtainable or salable. Whenever the
Fund and one or more other investment advisory clients of Adviser have available
funds for investment, investments suitable and appropriate for each will be
allocated in a manner believed by Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
is possible that due to differing investment objectives or for other reasons,
Adviser and its affiliates may purchase securities of an issuer for one client
and at approximately the same time recommend selling or sell the same or similar
types of securities for another client.

      Adviser will not arrange purchases or sales of securities between the Fund
and other accounts advised by Adviser or its affiliates unless (a) such
purchases or sales are in accordance with applicable law (including Rule 17a-7
of the 1940 Act) and the Fund's policies and procedures, (b) Adviser determines
the purchase or sale is in the best interests of the Fund, and (c) the Fund's
Board of Trustees have approved these types of transactions.


<PAGE>


      To the extent the Fund seeks to adopt, amend or eliminate any objectives,
policies, restrictions or procedures in a manner that modifies or restricts
Adviser's authority regarding the execution of the Fund's portfolio
transactions, the Fund agrees to use reasonable commercial efforts to consult
with the Adviser regarding the modifications or restrictions prior to such
adoption, amendment or elimination.

      Adviser will communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may reasonably
request. In no instance will portfolio securities be purchased by or sold to
Adviser or any affiliated person of either the Fund or Adviser, except as may be
permitted under the 1940 Act.

         Adviser further agrees that it:

             (a) will use the same degree of skill and care in providing such
      services as it uses in providing services to fiduciary accounts for which
      it has investment responsibilities;

             (b) will conform in all material respects to all applicable Rules
      and Regulations of the Securities and Exchange Commission and comply in
      all material respects with all policies and procedures adopted by the
      Board of Trustees for the Fund and communicated to Adviser and, in
      addition, will conduct its activities under this Agreement in all material
      respects in accordance with any applicable regulations of any governmental
      authority pertaining to its investment advisory activities;

             (c) will report regularly to the Board of Trustees of the Fund
      (generally on a quarterly basis) and will make appropriate persons
      available for the purpose of reviewing with representatives of the Board
      of Trustees on a regular basis at reasonable times the management of the
      Fund, including, without limitation, review of the general investment
      strategies of the Fund, the performance of the Fund's investment portfolio
      in relation to relevant standard industry indices and general conditions
      affecting the marketplace and will provide various other reports from time
      to time as reasonably requested by the Board of Trustees of the Fund; and

             (d) will prepare and maintain such books and records with respect
      to the Fund's securities and other transactions as required under
      applicable law and will prepare and furnish the Fund's Board of Trustees
      such periodic and special reports as the Board of Trustees may reasonably
      request. Adviser further agrees that all records which it maintains for
      the Fund are the property of the Fund and Adviser will surrender promptly
      to the Fund any such records upon the request of the Fund (provided,
      however, that Adviser shall be permitted to retain copies thereof); and
      shall be permitted to retain originals (with copies to the Fund) to the
      extent required under Rule 204-2 of the Investment Advisers Act of 1940 or
      other applicable law.

       7. Subject to applicable statutes and regulations, it is understood that
officers, trustees, or agents of the Fund are, or may be, interested persons (as
such term is defined in the 1940 Act and rules and regulations thereunder) of


<PAGE>


the Adviser as officers, directors, agents, shareholders or otherwise, and that
the officers, directors, shareholders and agents of the Adviser may be
interested persons of the Fund otherwise than as trustees, officers or agents.

       8. The Adviser shall not be liable for any loss sustained by reason of
the purchase, sale or retention of any security, whether or not such purchase,
sale or retention shall have been based upon the investigation and research made
by any other individual, firm or corporation, if such recommendation shall have
been selected with due care and in good faith, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser
in the performance of its obligations and duties, or by reason of its reckless
disregard of its material obligations and duties under this Agreement.

       9. Subject to obtaining the initial and periodic approvals required under
Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers at
the Adviser's own cost and expense for the purpose of furnishing one or more of
the services described in Section 1 hereof with respect to the Fund. Retention
of a sub-adviser shall in no way reduce the responsibilities or obligations of
the Adviser under this Agreement and the Adviser shall be responsible to the
Fund for all acts or omissions of any sub-adviser in connection with the
performance of the Adviser's duties hereunder.

      10. The Fund acknowledges that Adviser now acts, and intends in the future
to act, as an investment adviser to other managed accounts and as investment
adviser or investment sub-adviser to one or more other investment companies. In
addition, the Fund acknowledges that the persons employed by Adviser to assist
in Adviser's duties under this Agreement will not devote their full time to such
efforts. It is also agreed that Adviser may use any supplemental research
obtained for the benefit of the Fund in providing investment advice to its other
investment advisory accounts and for managing its own accounts.

      11. This Agreement shall become effective upon consummation of the
Transaction (the "Effective Date") and shall remain in full force for (i) 150
days following the Effective Date or (ii) until a vote of a majority of the
outstanding voting securities of the Fund shall approve the New Management
Agreement with the Adviser or (iii) unless sooner terminated as hereinafter
provided, whichever occurs first.

      This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of any penalty
by the Adviser upon sixty (60) days' written notice to the other party. The Fund
may terminate this Agreement upon ten (10) calendar days' written notice to the
Adviser without the payment of any penalty. The Fund may effect termination by
action of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund, accompanied by appropriate notice. This Agreement
may be terminated, at any time, without the payment of any penalty, by the Board
of Trustees of the Fund, or by vote of a majority of the outstanding voting
securities of the Fund, in the event that it shall have been established by a
court of competent jurisdiction that the Adviser, or any officer or director of
the Adviser, has taken any action which results in a breach of the material
covenants of the Adviser set forth herein. Termination of this Agreement shall
not affect the right of the Adviser to receive payments on any unpaid balance of


<PAGE>


the compensation, described in Section 3, earned prior to such termination and
for any additional period during which Adviser serves as such for the Fund,
subject to applicable law. The terms "assignment" and "vote of the majority of
outstanding voting securities" shall have the same meanings set forth in the
1940 Act and the rules and regulations thereunder.

      12. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.

      13. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for receipt of such notice.

      14. All parties hereto are expressly put on notice of the Fund's
Declaration of Trust and all amendments thereto, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts and the limitation of
shareholder and trustee liability contained therein. This Agreement is executed
on behalf of the Fund by the Fund's officers as officers and not individually
and the obligations imposed upon the Fund by this Agreement are not binding upon
any of the Fund's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund, and persons dealing with
the Fund must look solely to the assets of the Fund for the enforcement of any
claims.

      15. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 14 hereof which shall be construed in
accordance with the laws of Massachusetts) the laws of the State of Illinois.


<PAGE>


      IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.

                                              FIRST TRUST ENHANCED EQUITY
                                                 INCOME FUND



                                              By: /s/ James A. Bowen
                                                  --------------------------
                                              Name:  James A. Bowen
                                              Title: President

ATTEST: /s/ Mark R. Bradley
        --------------------------
Name:   Mark R. Bradley
Title:  Chief Financial Officer

                                              FIRST TRUST ADVISORS L.P.



                                              By: /s/ James A. Bowen
                                                  --------------------------
                                              Name:  James A. Bowen
                                              Title: President

ATTEST: /s/ Mark R. Bradley
        --------------------------
Name:   Mark R. Bradley
Title:  Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>exhibit77q1_b.txt
<DESCRIPTION>INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
<TEXT>
                   INTERIM INVESTMENT SUB-ADVISORY AGREEMENT

      AGREEMENT made as of this 12th day of October, 2010, by and among First
Trust Enhanced Equity Income Fund (formerly known as First Trust/Fiduciary Asset
Management Covered Call Fund), a Massachusetts business trust (the "Fund"),
First Trust Advisors L.P., an Illinois limited partnership and a registered
investment adviser with the Securities and Exchange Commission ("SEC") (the
"Manager"), and Chartwell Investment Partners, L.P., a Pennsylvania limited
partnership and a registered investment adviser with the SEC (the
"Sub-Adviser").

      WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");

      WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (as such agreement may be modified from time to time, the
"Management Agreement");

      WHEREAS, the Management Agreement provides that the Manager may, subject
to the initial and periodic approvals required under Section 15 of the 1940 Act,
appoint a sub-adviser at its own cost and expense for the purpose of furnishing
certain services required under the Management Agreement;

      WHEREAS, the Fund and the Manager have retained the Sub-Adviser to furnish
investment advisory services for the Fund's investment portfolio pursuant to an
Investment Sub-Advisory Agreement dated January 8, 2008 (the "Sub-Advisory
Agreement");

      WHEREAS, effective this date, James A. Bowen, the President of the
Manager, has acquired all the common stock of The Charger Corporation, the
general partner to the Manager (the "Transaction");

      WHEREAS, the Transaction may operate as an "assignment" of the
Sub-Advisory Agreement that terminates the Sub-Advisory Agreement pursuant to
Section 7 thereof;

      WHEREAS, the Fund and the Manager desire to continue to retain the
Sub-Adviser to furnish certain investment advisory services for the Fund's
investment portfolio; and

      WHEREAS, the Fund and the Manager desire to enter into this agreement (the
"Agreement") pursuant to Rule 15a-4 under the 1940 Act, under which the
Sub-Adviser will furnish certain investment advisory services for the Fund upon
the terms and conditions hereafter set forth;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

       1. Appointment. The Fund and the Manager hereby appoint the Sub-Adviser
to provide certain sub-investment advisory services to the Fund for the period
and on the terms set forth in this Agreement. The Sub-Adviser accepts such


<PAGE>


appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Fund or Manager in any way, nor otherwise be deemed an agent of the Fund or the
Manager.

       2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees and the Manager, the Sub-Adviser will act as
sub-adviser for, and manage on a discretionary basis the investment and
reinvestment of the assets of the Fund, furnish an investment program in respect
of, make investment decisions for, and place all orders for the purchase and
sale of securities for the Fund's investment portfolio, all on behalf of the
Fund and as described in the Fund's most recent effective registration statement
on Form N-2 as declared effective by the SEC, and as the same may thereafter be
amended from time to time. In the performance of its duties, the Sub-Adviser
will in all material respects (a) satisfy any applicable fiduciary duties it may
have to the Fund, (b) monitor the Fund's investments, and (c) comply with the
provisions of the Fund's Declaration of Trust and By-laws, as amended from time
to time and communicated by the Fund or the Manager to the Sub-Adviser in
writing, and the stated investment objectives, policies and restrictions of the
Fund as such objectives, policies and restrictions may subsequently be changed
by the Fund's Board of Trustees and communicated by the Fund or the Manager to
the Sub-Adviser in writing. The Fund or the Manager has provided the Sub-Adviser
with current copies of the Fund's Declaration of Trust, By-laws, prospectus,
statement of additional information and any amendments thereto, and any
objectives, policies or limitations not appearing therein as they may be
relevant to the Sub-Adviser's performance under this Agreement.

      The Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio investments for the Fund, and is
directed to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided. Subject to approval by the Fund's Board of Trustees and
compliance with the policies and procedures adopted by the Board of Trustees for
the Fund and to the extent permitted by and in conformance with applicable law
(including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or
dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion.

      In addition, the Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities placed with respect to the


<PAGE>


assets of the Fund with similar orders being made simultaneously for other
accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of the Sub-Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in a
fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge
that under some circumstances, such allocation may adversely affect the Fund
with respect to the price or size of the securities positions obtainable or
salable. Whenever the Fund and one or more other investment advisory clients of
the Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed by the Sub-Adviser
to be equitable to each, although such allocation may result in a delay in one
or more client accounts being fully invested that would not occur if such an
allocation were not made. Moreover, it is possible that due to differing
investment objectives or for other reasons, the Sub-Adviser and its affiliates
may purchase securities of an issuer for one client and at approximately the
same time recommend selling or sell the same or similar types of securities for
another client.

      The Sub-Adviser will not arrange purchases or sales of securities between
the Fund and other accounts advised by the Sub-Adviser or its affiliates unless
(a) such purchases or sales are in accordance with applicable law (including
Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures, (b) the
Sub-Adviser determines the purchase or sale is in the best interests of the
Fund, and (c) the Fund's Board of Trustees has approved these types of
transactions.

      The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein. Such policies and procedures and any amendments
thereto will be communicated by the Manager to the Sub-Adviser.

      The Sub-Adviser will communicate to the officers and Trustees of the Fund
such information relating to transactions for the Fund as they may reasonably
request. In no instance will the Fund's portfolio securities be purchased from
or sold to the Manager, the Sub-Adviser or any affiliated person of either the
Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940
Act.

         The Sub-Adviser further agrees that it:

             (a) will use the same degree of skill and care in providing such
      services as it uses in providing services to other fiduciary accounts for
      which it has investment responsibilities;

             (b) will (i) conform in all material respects to all applicable
      rules and regulations of the SEC, (ii) comply in all material respects
      with all policies and procedures adopted by the Board of Trustees for the
      Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its
      activities under this Agreement in all material respects in accordance


<PAGE>


      with any applicable law and regulations of any governmental authority
      pertaining to its investment advisory activities;

             (c) will report to the Manager and to the Board of Trustees of the
      Fund on a quarterly basis and will make appropriate persons available for
      the purpose of reviewing with representatives of the Manager and the Board
      of Trustees on a regular basis at such times as the Manager or the Board
      of Trustees may reasonably request in writing regarding the management of
      the Fund, including, without limitation, review of the general investment
      strategies of the Fund, the performance of the Fund's investment portfolio
      in relation to relevant standard industry indices and general conditions
      affecting the marketplace and will provide various other reports from time
      to time as reasonably requested by the Manager or the Board of Trustees of
      the Fund; and

             (d) will prepare and maintain such books and records with respect
      to the Fund's securities and other transactions for the Fund's investment
      portfolio as required for registered investment advisers under applicable
      law or as otherwise requested by the Manager and will prepare and furnish
      the Manager and Fund's Board of Trustees such periodic and special reports
      as the Board or the Manager may reasonably request. The Sub-Adviser
      further agrees that all records that it maintains for the Fund are the
      property of the Fund and the Sub-Adviser will surrender promptly to the
      Fund any such records upon the request of the Manager or the Fund
      (provided, however, that the Sub-Adviser shall be permitted to retain
      copies thereof); and shall be permitted to retain originals (with copies
      to the Fund) to the extent required under Rule 204-2 of the Investment
      Advisers Act of 1940 or other applicable law.

       3. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than (i) the cost of securities and other assets purchased for
the Fund, and (ii) the costs directly associated with purchasing and selling
securities and other assets for the Fund, if any, including, but not limited to,
brokerage commissions, stamps, duties, taxes and custody fees related to
transfers.

       4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.50% of the
Fund's Managed Assets (as defined below). The compensation accrued hereunder
will be held in an interest-bearing escrow account with the Fund's custodian or
another bank (as defined in the 1940 Act) designated by the Fund. If a new
investment sub-advisory agreement (the "New Sub-Advisory Agreement") with the
Sub-Adviser for the Fund is approved by the vote of a majority of the
outstanding voting securities of the Fund by the end of the 150-day term of this
Agreement, the amount in the escrow account (including the interest earned) will
be paid to the Sub-Adviser. If a majority of the outstanding voting securities
of the Fund does not approve the New Sub-Advisory Agreement with the Sub-Adviser
within the 150-day period, the Sub-Adviser will be paid, out of the escrow
account, the lesser of: (i) any costs incurred by the Sub-Adviser in performing
this Agreement (plus interest earned on that amount while in escrow); or (ii)
the total amount in the escrow account (plus interest earned).


<PAGE>


      For purposes of calculating the Management Fee, Managed Assets means the
average daily gross assets of the Fund, minus the sum of the Fund's accrued and
unpaid dividends on any outstanding common shares and accrued liabilities
(including the value of call options written (sold)).

      For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.

       5. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or investment sub-adviser to
one or more other investment companies. In addition, the Fund and the Manager
acknowledge that the persons employed by the Sub-Adviser to assist in the
Sub-Adviser's duties under this Agreement will not devote their full time to
such efforts. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts and for managing its own accounts.

       6. Limitation of Liability. The Sub-Adviser shall not be liable for, and
the Fund and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.

       7. Term; Termination. This Agreement shall become effective upon
consummation of the Transaction (the "Effective Date") and shall remain in full
force for (i) 150 days following the Effective Date or (ii) until a vote of a
majority of the outstanding voting securities of the Fund shall approve the New
Sub-Advisory Agreement with the Sub-Adviser or (iii) unless sooner terminated as
hereinafter provided, whichever occurs first.

      This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Fund upon ten (10) calendar days' written notice to the
Sub-Adviser by the Fund without payment of any penalty.

      This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
that results in a breach of the material covenants of the Sub-Adviser set forth
herein.


<PAGE>


      The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.

      Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned prior to such termination and for any additional
period during which Sub-Adviser serves as such for the Fund, subject to
applicable law.

      8. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act as are
reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser
will, from time to time, provide a written assessment of its compliance program
in conformity with current industry standards that is reasonably acceptable to
the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under
the 1940 Act.

       9. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.

If to the Manager or the Fund:             If to the Sub-Adviser:

First Trust Enhanced Equity Income Fund    Chartwell Investment Partners, L.P.
First Trust Advisors L.P.                  1234 Westlakes Drive, Suite 400
120 E. Liberty Drive, Suite 400            Berwyn, Pennsylvania 19312
Wheaton, Illinois  60187                   Attention:  Maria E. Pollack
Attention:  Secretary
                                           If by Facsimile:  (610) 722-5644
If by Facsimile:  (630) 517-7437


      10. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein and a copy
of which has been provided to the Sub-Adviser prior to the date hereof. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.

      11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.


<PAGE>


      12. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 10 hereof, which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.

      13. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.

      14. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.

      15. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 are not severable.

      16. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.


<PAGE>


      IN WITNESS WHEREOF, the Fund, the Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above written.


FIRST TRUST ADVISORS L.P.                 CHARTWELL INVESTMENT PARTNERS, L.P.

By: /s/ James A. Bowen                    By: /s/ G. Gregory Hagar
    ---------------------                     --------------------------------
Title: President                          Title: Managing Partner, CFO and CCO



FIRST TRUST ENHANCED EQUITY INCOME FUND

By: /s/ James A. Bowen
    ---------------------
Title: President




































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>exhibit77q1_c.txt
<DESCRIPTION>INVESTMENT MANAGEMENT AGREEMENT
<TEXT>
                        INVESTMENT MANAGEMENT AGREEMENT

      INVESTMENT MANAGEMENT AGREEMENT made this 20th day of December, 2010, by
and between FIRST TRUST ENHANCED EQUITY INCOME FUND, a Massachusetts business
trust (the "Fund"), and FIRST TRUST ADVISORS L.P., an Illinois limited
partnership (the "Adviser").

                                  WITNESSETH:

      In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

       1. The Fund hereby engages the Adviser to act as the investment adviser
for, and to manage the investment and reinvestment of the assets of the Fund in
accordance with the Fund's investment objective and policies and limitations,
and to administer the Fund's affairs to the extent requested by and subject to
the supervision of the Board of Trustees of the Fund for the period and upon the
terms herein set forth. The investment of the Fund's assets shall be subject to
the Fund's policies, restrictions and limitations with respect to securities
investments as set forth in the Fund's most recent effective registration
statement under the Investment Company Act of l940 (the "1940 Act") and as such
policies, restrictions and limitations may be amended by the Board of Trustees
of the Fund from time to time, and all applicable laws and the regulations of
the Securities and Exchange Commission relating to the management of registered
closed-end management investment companies.

      The Adviser accepts such employment and agrees during such period to
render such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services (other than such services, if any,
provided by the Fund's transfer agent, administrator or other service providers)
for the Fund, to permit any of its officers or employees to serve without
compensation as trustees or officers of the Fund if elected to such positions,
and to assume the obligations herein set forth for the compensation herein
provided. The Adviser shall at its own expense furnish all executive and other
personnel, office space, and office facilities required to render the investment
management and administrative services set forth in this Agreement. In the event
that the Adviser pays or assumes any expenses of the Fund not required to be
paid or assumed by the Adviser under this Agreement, the Adviser shall not be
obligated hereby to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve the Adviser of
any obligation to the Fund under any separate agreement or arrangement between
the parties.

       2. The Adviser shall, for all purposes herein provided, be deemed to be
an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for nor represent the Fund in any
way, nor otherwise be deemed an agent of the Fund.

       3. For the services and facilities described in Section 1, the Fund will
pay to the Adviser, at the end of each calendar month, and the Adviser agrees to
accept as full compensation therefore, an investment management fee equal to the
annual rate of 1.00% of the Fund's Managed Assets, as such term is defined
herein. "Managed Assets" means the average daily gross assets of the Fund, minus


<PAGE>


the sum of the Fund's accrued and unpaid dividends on any outstanding common
shares and accrued liabilities (including the value of call options written
(sold)).

      For the month and year in which this Agreement becomes effective, or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement shall have been in effect during the month and year,
respectively. The services of the Adviser to the Fund under this Agreement are
not to be deemed exclusive, and the Adviser shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.

       4. The Adviser shall arrange for suitably qualified officers or employees
of the Adviser to serve, without compensation from the Fund, as trustees,
officers or agents of the Fund, if duly elected or appointed to such positions,
and subject to their individual consent and to any limitations imposed by law.

       5. For purposes of this Agreement, brokerage commissions paid by the Fund
upon the purchase or sale of the Fund's portfolio securities shall be considered
a cost of securities of the Fund and shall be paid by the Fund.

       6. Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of the Fund's securities on behalf of the Fund,
and is directed to use its commercially reasonable efforts to obtain best
execution, which includes most favorable net results and execution of the Fund's
orders, taking into account all appropriate factors, including price, dealer
spread or commission, size and difficulty of the transaction and research or
other services provided. Subject to approval by the Fund's Board of Trustees and
to the extent permitted by and in conformance with applicable law (including
Rule 17e-1 of the 1940 Act), Adviser may select brokers or dealers affiliated
with Adviser. It is understood that Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of
any obligation owing to the Fund under this Agreement, or otherwise, solely by
reason of its having caused the Fund to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for the
Fund in excess of the amount of commission another member of an exchange, broker
or dealer would have charged if Adviser determined in good faith that the
commission paid was reasonable in relation to the brokerage or research services
provided by such member, broker or dealer, viewed in terms of that particular
transaction or Adviser's overall responsibilities with respect to its accounts,
including the Fund, as to which it exercises investment discretion.

      In addition, Adviser may, to the extent permitted by applicable law,
aggregate purchase and sale orders of securities with similar orders being made
simultaneously for other accounts managed by Adviser or its affiliates, if in
Adviser's reasonable judgment such aggregation shall result in an overall
economic benefit to the Fund, taking into consideration the selling or purchase
price, brokerage commissions and other expenses. In the event that a purchase or
sale of an asset of the Fund occurs as part of any aggregate sale or purchase
orders, the objective of Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in an


<PAGE>


equitable manner. Nevertheless, the Fund acknowledges that under some
circumstances, such allocation may adversely affect the Fund with respect to the
price or size of the securities positions obtainable or salable. Whenever the
Fund and one or more other investment advisory clients of Adviser have available
funds for investment, investments suitable and appropriate for each will be
allocated in a manner believed by Adviser to be equitable to each, although such
allocation may result in a delay in one or more client accounts being fully
invested that would not occur if such an allocation were not made. Moreover, it
is possible that due to differing investment objectives or for other reasons,
Adviser and its affiliates may purchase securities of an issuer for one client
and at approximately the same time recommend selling or sell the same or similar
types of securities for another client.

      Adviser will not arrange purchases or sales of securities between the Fund
and other accounts advised by Adviser or its affiliates unless (a) such
purchases or sales are in accordance with applicable law (including Rule 17a-7
of the 1940 Act) and the Fund's policies and procedures, (b) Adviser determines
the purchase or sale is in the best interests of the Fund, and (c) the Fund's
Board of Trustees have approved these types of transactions.

      To the extent the Fund seeks to adopt, amend or eliminate any objectives,
policies, restrictions or procedures in a manner that modifies or restricts
Adviser's authority regarding the execution of the Fund's portfolio
transactions, the Fund agrees to use reasonable commercial efforts to consult
with the Adviser regarding the modifications or restrictions prior to such
adoption, amendment or elimination.

      Adviser will communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may reasonably
request. In no instance will portfolio securities be purchased by or sold to
Adviser or any affiliated person of either the Fund or Adviser, except as may be
permitted under the 1940 Act.

         Adviser further agrees that it:

             (a) will use the same degree of skill and care in providing such
      services as it uses in providing services to fiduciary accounts for which
      it has investment responsibilities;

             (b) will conform in all material respects to all applicable Rules
      and Regulations of the Securities and Exchange Commission and comply in
      all material respects with all policies and procedures adopted by the
      Board of Trustees for the Fund and communicated to Adviser and, in
      addition, will conduct its activities under this Agreement in all material
      respects in accordance with any applicable regulations of any governmental
      authority pertaining to its investment advisory activities;

             (c) will report regularly to the Board of Trustees of the Fund
      (generally on a quarterly basis) and will make appropriate persons
      available for the purpose of reviewing with representatives of the Board
      of Trustees on a regular basis at reasonable times the management of the
      Fund, including, without limitation, review of the general investment


<PAGE>


      strategies of the Fund, the performance of the Fund's investment portfolio
      in relation to relevant standard industry indices and general conditions
      affecting the marketplace and will provide various other reports from time
      to time as reasonably requested by the Board of Trustees of the Fund; and

      (d) will prepare and maintain such books and records with respect to the
      Fund's securities and other transactions as required under applicable law
      and will prepare and furnish the Fund's Board of Trustees such periodic
      and special reports as the Board of Trustees may reasonably request.
      Adviser further agrees that all records which it maintains for the Fund
      are the property of the Fund and Adviser will surrender promptly to the
      Fund any such records upon the request of the Fund (provided, however,
      that Adviser shall be permitted to retain copies thereof); and shall be
      permitted to retain originals (with copies to the Fund) to the extent
      required under Rule 204-2 of the Investment Advisers Act of 1940 or other
      applicable law.

       7. Subject to applicable statutes and regulations, it is understood that
officers, trustees, or agents of the Fund are, or may be, interested persons (as
such term is defined in the 1940 Act and rules and regulations thereunder) of
the Adviser as officers, directors, agents, shareholders or otherwise, and that
the officers, directors, shareholders and agents of the Adviser may be
interested persons of the Fund otherwise than as trustees, officers or agents.

       8. The Adviser shall not be liable for any loss sustained by reason of
the purchase, sale or retention of any security, whether or not such purchase,
sale or retention shall have been based upon the investigation and research made
by any other individual, firm or corporation, if such recommendation shall have
been selected with due care and in good faith, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser
in the performance of its obligations and duties, or by reason of its reckless
disregard of its material obligations and duties under this Agreement.

       9. Subject to obtaining the initial and periodic approvals required under
Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers at
the Adviser's own cost and expense for the purpose of furnishing one or more of
the services described in Section 1 hereof with respect to the Fund. Retention
of a sub-adviser shall in no way reduce the responsibilities or obligations of
the Adviser under this Agreement and the Adviser shall be responsible to the
Fund for all acts or omissions of any sub-adviser in connection with the
performance of the Adviser's duties hereunder.

      10. The Fund acknowledges that Adviser now acts, and intends in the future
to act, as an investment adviser to other managed accounts and as investment
adviser or investment sub-adviser to one or more other investment companies. In
addition, the Fund acknowledges that the persons employed by Adviser to assist
in Adviser's duties under this Agreement will not devote their full time to such
efforts. It is also agreed that Adviser may use any supplemental research
obtained for the benefit of the Fund in providing investment advice to its other
investment advisory accounts and for managing its own accounts.

      11. This Agreement shall be effective on the date provided above, provided
it has been approved by a vote of a majority of the outstanding voting


<PAGE>


securities of the Fund in accordance with the requirements of the 1940 Act. This
Agreement shall continue in effect until the two-year anniversary of the date of
its effectiveness, unless and until terminated by either party as hereinafter
provided, and shall continue in force from year to year thereafter, but only as
long as such continuance is specifically approved, at least annually, in the
manner required by the 1940 Act.

      This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of any penalty
by the Fund or by the Adviser upon sixty (60) days' written notice to the other
party. The Fund may effect termination by action of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund, accompanied
by appropriate notice. This Agreement may be terminated, at any time, without
the payment of any penalty, by the Board of Trustees of the Fund, or by vote of
a majority of the outstanding voting securities of the Fund, in the event that
it shall have been established by a court of competent jurisdiction that the
Adviser, or any officer or director of the Adviser, has taken any action which
results in a breach of the material covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation, described in Section
3, earned prior to such termination and for any additional period during which
Adviser serves as such for the Fund, subject to applicable law. The terms
"assignment" and "vote of the majority of outstanding voting securities" shall
have the same meanings set forth in the 1940 Act and the rules and regulations
thereunder.

      12. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.

      13. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for receipt of such notice.

      14. All parties hereto are expressly put on notice of the Fund's
Declaration of Trust and all amendments thereto, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts and the limitation of
shareholder and trustee liability contained therein. This Agreement is executed
on behalf of the Fund by the Fund's officers as officers and not individually
and the obligations imposed upon the Fund by this Agreement are not binding upon
any of the Fund's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund, and persons dealing with
the Fund must look solely to the assets of the Fund for the enforcement of any
claims.

      15. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 14 hereof which shall be construed in
accordance with the laws of Massachusetts) the laws of the State of Illinois.



<PAGE>



      IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.

                                              FIRST TRUST ENHANCED EQUITY
                                                 INCOME FUND



                                              By: /s/ James A. Bowen
                                                  --------------------------
                                              Name:  James A. Bowen
                                              Title: President

ATTEST: /s/ Mark R. Bradley
        --------------------------
Name:   Mark R. Bradley
Title:  Chief Financial Officer

                                              FIRST TRUST ADVISORS L.P.



                                              By: /s/ James A. Bowen
                                                  --------------------------
                                              Name:  James A. Bowen
                                              Title: President

ATTEST: /s/ Mark R. Bradley
        --------------------------
Name:   Mark R. Bradley
Title:  Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>exhibit77q1_d.txt
<DESCRIPTION>INVESTMENT SUB-ADVISORY AGREEMENT
<TEXT>
                       INVESTMENT SUB-ADVISORY AGREEMENT

      AGREEMENT made as of this 20th day of December, 2010, by and among First
Trust Enhanced Equity Income Fund (formerly known as First Trust/Fiduciary Asset
Management Covered Call Fund), a Massachusetts business trust (the "Fund"),
First Trust Advisors L.P., an Illinois limited partnership and a registered
investment adviser with the Securities and Exchange Commission ("SEC") (the
"Manager"), and Chartwell Investment Partners, L.P., a Pennsylvania limited
partnership and a registered investment adviser with the SEC (the
"Sub-Adviser").

      WHEREAS, the Fund is a closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");

      WHEREAS, the Fund has retained the Manager to serve as the investment
manager for the Fund pursuant to an Investment Management Agreement between the
Manager and the Fund (as such agreement may be modified from time to time, the
"Management Agreement");

      WHEREAS, the Management Agreement provides that the Manager may, subject
to the initial and periodic approvals required under Section 15 of the 1940 Act,
appoint a sub-adviser at its own cost and expense for the purpose of furnishing
certain services required under the Management Agreement;

      WHEREAS, the Fund and the Manager desire to retain the Sub-Adviser to
furnish investment advisory services for the Fund's investment portfolio, upon
the terms and conditions hereafter set forth;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

       1. Appointment. The Fund and the Manager hereby appoint the Sub-Adviser
to provide certain sub-investment advisory services to the Fund for the period
and on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Fund or Manager in any way, nor otherwise be deemed an agent of the Fund or the
Manager.

       2. Services to Be Performed. Subject always to the supervision of the
Fund's Board of Trustees and the Manager, the Sub-Adviser will act as
sub-adviser for, and manage on a discretionary basis the investment and
reinvestment of the assets of the Fund, furnish an investment program in respect
of, make investment decisions for, and place all orders for the purchase and
sale of securities for the Fund's investment portfolio, all on behalf of the
Fund and as described in the Fund's most recent registration statement on Form
N-2 as declared effective by the SEC, and as the same may thereafter be amended
from time to time. In the performance of its duties, the Sub-Adviser will in all
material respects (a) satisfy any applicable fiduciary duties it may have to the
Fund, (b) monitor the Fund's investments, and (c) comply with the provisions of


<PAGE>


the Fund's Declaration of Trust and By-laws, as amended from time to time and
communicated by the Fund or the Manager to the Sub-Adviser in writing, and the
stated investment objectives, policies and restrictions of the Fund as such
objectives, policies and restrictions may subsequently be changed by the Fund's
Board of Trustees and communicated by the Fund or the Manager to the Sub-Adviser
in writing. The Fund or the Manager has provided the Sub-Adviser with current
copies of the Fund's Declaration of Trust, By-laws, prospectus, statement of
additional information and any amendments thereto, and any objectives, policies
or limitations not appearing therein as they may be relevant to the
Sub-Adviser's performance under this Agreement.

      The Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio investments for the Fund, and is
directed to use its commercially reasonable efforts to obtain best execution,
which includes most favorable net results and execution of the Fund's orders,
taking into account all appropriate factors, including price, dealer spread or
commission, size and difficulty of the transaction and research or other
services provided. Subject to approval by the Fund's Board of Trustees and
compliance with the policies and procedures adopted by the Board of Trustees for
the Fund and to the extent permitted by and in conformance with applicable law
(including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or
dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of its having caused the Fund to pay a
member of a securities exchange, a broker or a dealer a commission for effecting
a securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determined in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion.

      In addition, the Sub-Adviser may, to the extent permitted by applicable
law, aggregate purchase and sale orders of securities placed with respect to the
assets of the Fund with similar orders being made simultaneously for other
accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic benefit
to the Fund, taking into consideration the selling or purchase price, brokerage
commissions and other expenses. In the event that a purchase or sale of an asset
of the Fund occurs as part of any aggregate sale or purchase orders, the
objective of the Sub-Adviser and any of its affiliates involved in such
transaction shall be to allocate the securities so purchased or sold, as well as
expenses incurred in the transaction, among the Fund and other accounts in a
fair and equitable manner. Nevertheless, the Fund and the Manager acknowledge
that under some circumstances, such allocation may adversely affect the Fund
with respect to the price or size of the securities positions obtainable or
salable. Whenever the Fund and one or more other investment advisory clients of
the Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed by the Sub-Adviser
to be equitable to each, although such allocation may result in a delay in one
or more client accounts being fully invested that would not occur if such an
allocation were not made. Moreover, it is possible that due to differing
investment objectives or for other reasons, the Sub-Adviser and its affiliates


<PAGE>


may purchase securities of an issuer for one client and at approximately the
same time recommend selling or sell the same or similar types of securities for
another client.

      The Sub-Adviser will not arrange purchases or sales of securities between
the Fund and other accounts advised by the Sub-Adviser or its affiliates unless
(a) such purchases or sales are in accordance with applicable law (including
Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures, (b) the
Sub-Adviser determines the purchase or sale is in the best interests of the
Fund, and (c) the Fund's Board of Trustees has approved these types of
transactions.

      The Fund may adopt policies and procedures that modify or restrict the
Sub-Adviser's authority regarding the execution of the Fund's portfolio
transactions provided herein. Such policies and procedures and any amendments
thereto will be communicated by the Manager to the Sub-Adviser.

      The Sub-Adviser will communicate to the officers and Trustees of the Fund
such information relating to transactions for the Fund as they may reasonably
request. In no instance will the Fund's portfolio securities be purchased from
or sold to the Manager, the Sub-Adviser or any affiliated person of either the
Fund, the Manager, or the Sub-Adviser, except as may be permitted under the 1940
Act.

         The Sub-Adviser further agrees that it:

             (a) will use the same degree of skill and care in providing such
      services as it uses in providing services to other fiduciary accounts for
      which it has investment responsibilities;

             (b) will (i) conform in all material respects to all applicable
      rules and regulations of the SEC, (ii) comply in all material respects
      with all policies and procedures adopted by the Board of Trustees for the
      Fund and communicated to the Sub-Adviser in writing and, (iii) conduct its
      activities under this Agreement in all material respects in accordance
      with any applicable law and regulations of any governmental authority
      pertaining to its investment advisory activities;

             (c) will report to the Manager and to the Board of Trustees of the
      Fund on a quarterly basis and will make appropriate persons available for
      the purpose of reviewing with representatives of the Manager and the Board
      of Trustees on a regular basis at such times as the Manager or the Board
      of Trustees may reasonably request in writing regarding the management of
      the Fund, including, without limitation, review of the general investment
      strategies of the Fund, the performance of the Fund's investment portfolio
      in relation to relevant standard industry indices and general conditions
      affecting the marketplace and will provide various other reports from time
      to time as reasonably requested by the Manager or the Board of Trustees of
      the Fund; and

             (d) will prepare and maintain such books and records with respect
      to the Fund's securities and other transactions for the Fund's investment
      portfolio as required for registered investment advisers under applicable


<PAGE>


      law or as otherwise requested by the Manager and will prepare and furnish
      the Manager and Fund's Board of Trustees such periodic and special reports
      as the Board or the Manager may reasonably request. The Sub-Adviser
      further agrees that all records that it maintains for the Fund are the
      property of the Fund and the Sub-Adviser will surrender promptly to the
      Fund any such records upon the request of the Manager or the Fund
      (provided, however, that the Sub-Adviser shall be permitted to retain
      copies thereof); and shall be permitted to retain originals (with copies
      to the Fund) to the extent required under Rule 204-2 of the Investment
      Advisers Act of 1940 or other applicable law.

       3. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than (i) the cost of securities and other assets purchased for
the Fund, and (ii) the costs directly associated with purchasing and selling
securities and other assets for the Fund, if any, including, but not limited to,
brokerage commissions, stamps, duties, taxes and custody fees related to
transfers.

       4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Management Fee") equal to the annual rate of 0.50% of the
Fund's Managed Assets (as defined below). For purposes of calculating the
Management Fee, Managed Assets means the average daily gross assets of the Fund,
minus the sum of the Fund's accrued and unpaid dividends on any outstanding
common shares and accrued liabilities (including the value of call options
written (sold)). The Management Fee shall be payable in arrears on or about the
first day of each month during the term of this Agreement.

      For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.

       5. Services to Others. The Fund and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other managed accounts and as investment adviser or investment sub-adviser to
one or more other investment companies. In addition, the Fund and the Manager
acknowledge that the persons employed by the Sub-Adviser to assist in the
Sub-Adviser's duties under this Agreement will not devote their full time to
such efforts. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts and for managing its own accounts.

       6. Limitation of Liability. The Sub-Adviser shall not be liable for, and
the Fund and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.


<PAGE>


       7. Term; Termination. This Agreement shall become effective with respect
to the Fund on the date provided above (the "Effective Date") provided that it
has been approved in the manner required by the 1940 Act, and shall remain in
full force until the two-year anniversary of the date of its effectiveness,
unless sooner terminated as hereinafter provided. This Agreement, however, shall
continue in force from year to year thereafter, but only as long as such
continuance is specifically approved for the Fund at least annually in the
manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for the Fund, the Sub-Adviser may continue to serve in such capacity for the
Fund in the manner and to the extent permitted by the 1940 Act and the rules and
regulations thereunder.

      This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Fund upon sixty (60) days' written notice to the
Sub-Adviser by the Fund without payment of any penalty.

      This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
that results in a breach of the material covenants of the Sub-Adviser set forth
herein.

      The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.

      Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned prior to such termination and for any additional
period during which Sub-Adviser serves as such for the Fund, subject to
applicable law.

      8. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act as are
reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser
will, from time to time, provide a written assessment of its compliance program
in conformity with current industry standards that is reasonably acceptable to
the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under
the 1940 Act.

       9. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.


<PAGE>


         If to the Manager or the Fund: If to the Sub-Adviser:

First Trust Enhanced Equity Income Fund      Chartwell Investment Partners, L.P.
First Trust Advisors L.P.                    1234 Westlakes Drive, Suite 400
120 E. Liberty Drive, Suite 400              Berwyn, Pennsylvania  19312
Wheaton, Illinois 60187                      Attention:  Maria E. Pollack
Attention:  Secretary
                                             If by Facsimile:  (610) 722-5644
If by Facsimile:  (630) 241-8650

      10. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein and a copy
of which has been provided to the Sub-Adviser prior to the date hereof. This
Agreement is executed on behalf of the Fund by the Fund's officers in their
capacity as officers and not individually and is not binding upon any of the
Trustees, officers or shareholders of the Fund individually but the obligations
imposed upon the Fund by this Agreement are binding only upon the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund for the enforcement of any claims.

      11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.

      12. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 10 hereof, which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.

      13. Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.

      14. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Fund represents that engagement of the Sub-Adviser has been duly authorized
by the Fund and is in accordance with the Fund's Declaration of Trust and other
governing documents of the Fund.

      15. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Management Fee described
in Section 4 are not severable.

      16. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.


<PAGE>


      IN WITNESS WHEREOF, the Fund, the Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above written.

FIRST TRUST ADVISORS L.P.                  CHARTWELL INVESTMENT PARTNERS, L.P.

By: /s/ James A. Bowen                     By: /s/ Timothy J. Riddle
    ----------------------------               --------------------------
Title: James A. Bowen, President           Title:  Managing Partner



FIRST TRUST ENHANCED EQUITY INCOME FUND

By: /s/ James A. Bowen
    ----------------------------
Title: James A. Bowen, President





































</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
