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Eaton Vance Enhanced Equity Income Fund

Two International Place

Boston, MA 02110

Telephone: (800) 225-6265

April 4, 2019

VIA EDGAR

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lisa Larkin

 

Re: Rule 461 Request for Acceleration of Effective Date

Eaton Vance Enhanced Equity Income Fund (the “Fund”)

Pre-Effective Amendment No. 1 to Registration Statement on Form N-2 (333-229447; 811-21614)

 

Dear Ms. Larkin:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), the Fund and Eaton Vance Distributors, Inc., the principal underwriter of the Fund (the “Distributor”), hereby request that the staff of the Division of Investment Management accelerate the effective date of the Pre-Effective Amendment No. 1 to Registration Statement (the “Amendment”), which was filed today, April 4, 2019, to become effective as soon as practicable on April 11, 2019.

 

In connection with such request the Fund and the Distributor acknowledge that:

1.Should the Commission or the staff acting pursuant to delegated authority declare the Amendment effective, such action does not foreclose any action by the Commission with respect to the filing;

 

2.The action of the Commission or the staff acting pursuant to delegated authority in declaring the filing effective does not relieve the Fund of responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

3.The Fund will not assert the staff's acceleration of effectiveness of the filing as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws.

 

Furthermore, the Fund and the Distributor are aware that the Division of Enforcement has access to all information provided to the staff of the Division of Investment Management in connection with its review of and the Fund’s comments on this and other filings made with respect to the Registration Statement.

 

Very Truly Yours,

 

EATON VANCE ENHANCED EQUITY INCOME FUND

 

By: /s/ Maureen A. Gemma

Name: Maureen A. Gemma

Title: Secretary

 

EATON VANCE DISTRIBUTORS

 

By: /s/ Frederick S. Marius

Name: Frederick S. Marius

Title:Vice President, Secretary Clerk and Chief Legal Officer