Form N-CSR Eaton Vance Enhanced For: Dec 31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21670

 

 

Eaton Vance Enhanced Equity Income Fund II

(Exact Name of Registrant as Specified in Charter)

 

 

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

 

Deidre E. Walsh

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

 

 

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

December 31, 2021

Date of Reporting Period

 

 

 

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Item 1. Reports to Stockholders

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Eaton Vance

Enhanced Equity Income Fund II (EOS)

Annual Report

December 31, 2021

 

 

 

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Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.

Managed Distribution Plan. Pursuant to an exemptive order issued by the Securities and Exchange Commission (Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share.

The Fund currently distributes monthly cash distributions equal to $0.1373 per share in accordance with the MDP. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP.

The Fund may distribute more than its net investment income and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes. The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each calendar year.

Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.

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Annual Report December 31, 2021

Eaton Vance

Enhanced Equity Income Fund II

 

Table of Contents
Management’s Discussion of Fund Performance			2
Performance			3
Fund Profile			4
The Fund’s Investment Objectives, Principal Strategies and Principal Risks			5
Endnotes and Additional Disclosures			9
Financial Statements			10
Report of Independent Registered Public Accounting Firm			23
Federal Tax Information			24
Dividend Reinvestment Plan			25
Management and Organization			27
Privacy Notice			30
Important Notices			32

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Management’s Discussion of Fund Performance¹

 

 

Economic and Market Conditions

The 12-month period starting January 1, 2021, was notable for a U.S. equity rally that lasted for most of the period and resulted in U.S. stocks outperforming most other stock markets in developed economies. Except for temporary retreats in September and November, broad-market indexes generally posted strong returns during the period. Investors cheered the reopening of businesses that had been affected by the pandemic and the rollout of several highly effective COVID-19 vaccines.

COVID-19, however, continued to have a firm grip on the U.S. economy. Disease rates advanced and declined with second, third, and fourth waves of infections. Worker shortages led to global supply-chain disruptions. From computer chips to shipping containers, scarcities of key items led to temporary factory shutdowns and empty store shelves. Those shortages — combined with high demand from consumers eager to spend money saved earlier in the pandemic — led to higher year-over-year inflation than the U.S. had seen in decades.

Still, investor optimism about a recovering economy drove stock prices up during most of the period. A significant pullback, however, occurred in September 2021 when virtually every major U.S. stock index reported negative returns. Unexpectedly weak job creation in August and the U.S. Federal Reserve’s (the Fed’s) announcement that it might soon begin tapering its monthly bond purchases — which had stimulated the economy earlier — combined to drive stocks into negative territory. Rising COVID-19 infections also weighed on equity performance in September.

In the final quarter of 2021, however, stock prices came roaring back. Even the late-November news of a new and more transmissible COVID-19 variant — Omicron — caused only a temporary market retreat. The Fed’s actions to tamp down inflation were applauded by investors, with stocks gaining ground after the central bank announced that tapering would be accelerated and that three possible interest rate hikes were forecast for 2022. Just two trading days before year-end, the S&P 500^® Index closed at its 70th new all-time high for the period, and the Dow Jones Industrial Average^® (DJIA) closed at an all-time high as well.

For the period as a whole, the broad-market S&P 500^® Index returned 28.71%; the blue-chip DJIA was up 20.95%; and the technology-laden Nasdaq Composite Index rose 22.18%. Large-cap U.S. stocks, as measured by the Russell 1000^® Index, outperformed their small-cap counterparts, as measured by the Russell 2000^® Index. In the large-cap space, growth stocks modestly outperformed value stocks, but in the small-cap space, value stocks strongly outperformed growth stocks during the period.

Fund Performance

For the 12-month period ended December 31, 2021, Eaton Vance Enhanced Equity Income Fund II (the Fund) returned 18.82% at net asset value of its common shares (NAV), underperforming its equity benchmark, the Russell 1000^® Growth Index (the Index), which returned 27.60%. The Fund underperformed one of its two options benchmarks, the Cboe S&P 500 BuyWrite Index^SM, which returned 20.47%; but outperformed its other options benchmark, the Cboe NASDAQ-100 BuyWrite Index^SM, which returned 10.56% during the period. The Fund’s underlying common stock portfolio underperformed the Index.

The Fund’s options overlay strategy (the options strategy) detracted from Fund performance versus the Index during the period. The options strategy, which is designed to help limit the Fund’s exposure to market volatility and contribute to current income, may be beneficial during times of market weakness, but it may also detract from performance during periods of market strength.

Particularly in the information technology (IT) sector, the options strategy weighed on the Fund’s relative return during the period. Call options sold on Microsoft Corp., Intuit, Inc., and Alphabet, Inc. had the largest negative impact on Fund performance. Meanwhile, call options sold on Visa, Inc., Meta Platforms, Inc., and Amazon.com, Inc. were the most profitable during the period.

In the Fund’s common stock portfolio, stock selections in the IT and consumer discretionary sectors, along with stock selections and an overweight position relative to the Index in the health care sector, detracted from Fund performance versus the Index during the period.

In the IT sector, the Fund’s underweight position in NVIDIA Corp. (NVIDIA), a maker of computer graphics processing units used in gaming, data center, and self-driving vehicle applications, hurt relative returns. Long-term tailwinds — growth in the gaming, artificial intelligence, and autonomous vehicle industries — combined with a sharp increase in gaming and data center demand during the pandemic helped NVIDIA’s stock price more than double during the period. By period-end, the stock was sold from the Fund.

In the consumer discretionary sector, underweighting electric car maker Tesla, Inc. (Tesla) — due to inconsistency of earnings and the company’s high valuation — hurt relative performance as vehicle deliveries and profits rose and Tesla’s stock performed strongly during the period. By period-end, Tesla was sold from the Fund.

In contrast, stock selections in the communication services, financials, and industrials sectors contributed to Fund performance versus the Index. In the communication services sector, the Fund’s overweight position in Alphabet, Inc. (Alphabet), parent company of search engine Google, performed strongly as positive e-commerce trends drove increased demand for search engine advertising and engagement during the period. In addition, growth in viewership and ad sales on video sharing platform YouTube, an Alphabet subsidiary, exceeded analyst expectations during the period and provided an additional tailwind for Alphabet’s stock price.

Fund Distributions

Pursuant to an exemptive order issued by the Securities and Exchange Commission (the Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders. The Fund’s MDP had no effect on the Fund’s investment strategy during the most recent fiscal year and is not expected to have an effect in future periods, but distributions in excess of Fund returns will cause its per share NAV to erode. Investors should not draw any conclusions about the Fund’s investment performance from the amount of its distribution or from the terms of its MDP.

For the period from January 1, 2021 to July 31, 2021, the Fund made monthly distributions of $0.0988 per share and, for the period from August 1, 2021 to December 31, 2021, the Fund made monthly distributions of $0.1373 per share. The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as qualified and non-qualified ordinary dividends, capital gains and non-dividend distributions, also known as return of capital distributions. The federal income tax character of distributions is determined after the end of the calendar year and reported to shareholders on the Internal Revenue Service’s form 1099-DIV. For additional information, see Note 2 in the Notes to Financial Statements herein.

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated net of management fees and other expenses by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested in accordance with the Fund’s Dividend Reinvestment Plan. Performance at market price will differ from performance at NAV due to variations in the Fund’s market price versus NAV, which may reflect factors such as fluctuations in supply and demand for Fund shares, changes in Fund distributions, shifting market expectations for the Fund’s future returns and distribution rates, and other considerations affecting the trading prices of closed-end funds. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost.Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

		2

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Performance²

 

Portfolio Manager(s) Lewis R. Piantedosi and Douglas R. Rogers, CFA, CMT

 

% Average Annual Total Returns		Inception Date				One Year				Five Years				Ten Years
Fund at NAV			01/31/2005				18.82	%			19.37	%			15.67	%
Fund at Market Price			—				20.40				21.81				17.73
Russell 1000® Growth Index			—				27.60	%			25.30	%			19.77	%
Cboe S&P 500 BuyWrite IndexSM			—				20.47				7.84				7.53
Cboe NASDAQ–100 BuyWrite IndexSM			—				10.56				10.50				8.84
% Premium/Discount to NAV3
															3.67	%
Distributions4
Total Distributions per share for the period														$	1.378
Distribution Rate at NAV															6.95	%
Distribution Rate at Market Price															6.70

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated net of management fees and other expenses by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested in accordance with the Fund’s Dividend Reinvestment Plan. Performance at market price will differ from performance at NAV due to variations in the Fund’s market price versus NAV, which may reflect factors such as fluctuations in supply and demand for Fund shares, changes in Fund distributions, shifting market expectations for the Fund’s future returns and distribution rates, and other considerations affecting the trading prices of closed-end funds. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance for periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end, please refer to eatonvance.com.

 

		3

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Fund Profile

 

 

 

See Endnotes and Additional Disclosures in this report.

 

		4

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

The Fund’s Investment Objectives, Principal Strategies and Principal Risks⁶

 

 

 

See Endnotes and Additional Disclosures in this report.

 

		5

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

The Fund’s Investment Objectives, Principal Strategies and Principal Risks⁶ — continued

 

 

 

See Endnotes and Additional Disclosures in this report.

 

		6

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

The Fund’s Investment Objectives, Principal Strategies and Principal Risks⁶ — continued

 

 

 

See Endnotes and Additional Disclosures in this report.

 

		7

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

The Fund’s Investment Objectives, Principal Strategies and Principal Risks⁶ — continued

 

 

 

See Endnotes and Additional Disclosures in this report.

 

		8

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Endnotes and Additional Disclosures

 

 

		9

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Portfolio of Investments

 

 

 

		10		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Portfolio of Investments — continued

 

 

 

		11		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Portfolio of Investments — continued

 

 

 

Written Covered Call Options — (0.5)%
Exchange-Traded Options — (0.5)%
Description		Number of Contracts				Notional Amount		Exercise Price				Expiration Date		Value
10X Genomics, Inc., Class A			300			$  4,468,800		$	155			1/21/22		$	(180,000	)
Abbott Laboratories			510			7,177,740			145			1/28/22			(84,150	)
AbbVie, Inc.			955			12,930,700			139			1/28/22			(131,790	)
Adobe, Inc.			400			22,682,400			590			1/21/22			(230,000	)
Alphabet, Inc., Class C			160			46,297,440			3,050			1/28/22			(228,000	)
Amazon.com, Inc.			145			48,347,930			3,550			1/14/22			(123,250	)
Ambarella, Inc.			200			4,057,800			225			2/4/22			(115,000	)
AMETEK, Inc.			500			7,352,000			150			1/21/22			(70,000	)
Apple, Inc.			1,990			35,336,430			185			1/14/22			(209,945	)
Aptiv PLC			465			7,670,175			170			1/21/22			(101,138	)
Charles Schwab Corp. (The)			1,215			10,218,150			84			1/14/22			(212,018	)
Church & Dwight Co., Inc.			195			1,998,750			100			1/21/22			(69,225	)
Coca-Cola Co. (The)			1,590			9,414,390			59			1/14/22			(115,275	)
Constellation Brands, Inc., Class A			80			2,007,760			250			1/21/22			(52,400	)
CSX Corp.			1,565			5,884,400			38			1/7/22			(39,125	)
Ecolab, Inc.			45			1,055,655			240			1/21/22			(4,725	)
EOG Resources, Inc.			355			3,153,465			93			1/28/22			(61,770	)
Goldman Sachs Group, Inc. (The)			260			9,946,300			400			1/21/22			(79,950	)
Hexcel Corp.			735			3,807,300			55			1/21/22			(181,913	)
Home Depot, Inc. (The)			230			9,545,230			430			1/14/22			(30,935	)
Illumina, Inc.			80			3,043,520			415			2/4/22			(51,848	)
Inari Medical, Inc.			380			3,468,260			90			1/21/22			(209,000	)
Intel Corp.			1,235			6,360,250			55			2/4/22			(95,095	)
Intuit, Inc.			280			18,010,160			660			1/21/22			(239,400	)
Intuitive Surgical, Inc.			290			10,419,700			390			1/28/22			(152,975	)
JPMorgan Chase & Co.			300			4,750,500			165			1/28/22			(33,000	)
Logitech International S.A.			615			5,072,520			90			1/21/22			(35,362	)
Meta Platforms, Inc., Class A			585			19,676,475			350			1/14/22			(150,053	)
Micron Technology, Inc.			1,465			13,646,475			100			1/28/22			(202,170	)
Microsoft Corp.			1,400			47,084,800			340			1/14/22			(504,000	)
Mondelez International, Inc., Class A			765			5,072,715			68			1/21/22			(26,775	)
Netflix, Inc.			150			9,036,600			650			1/7/22			(7,500	)
NIKE, Inc., Class B			570			9,500,190			175			1/28/22			(59,565	)
Palantir Technologies, Inc., Class A			3,095			5,635,995			21			1/28/22			(71,185	)
Paycom Software, Inc.			70			2,906,330			460			1/21/22			(12,950	)
PayPal Holdings, Inc.			865			16,312,170			200			1/28/22			(276,800	)
QUALCOMM, Inc.			940			17,189,780			190			1/21/22			(208,210	)

 

		12		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Portfolio of Investments — continued

 

 

Written Covered Call Options — (0.5)% (continued)
Exchange-Traded Options — (0.5)% (continued)
Description		Number of Contracts				Notional Amount		Exercise Price				Expiration Date		Value
Raytheon Technologies Corp.			330			$  2,839,980		$	89			2/4/22		$	(34,980	)
salesforce.com, inc.			350			8,894,550			265			1/28/22			(105,700	)
Snap, Inc., Class A			515			2,422,045			49			1/21/22			(66,692	)
Starbucks Corp.			660			7,720,020			121			1/14/22			(30,360	)
Sysco Corp.			750			5,891,250			80			1/28/22			(67,500	)
Tandem Diabetes Care, Inc.			265			3,988,780			150			1/7/22			(82,812	)
Texas Instruments, Inc.			575			10,837,025			205			1/7/22			(4,025	)
Thermo Fisher Scientific, Inc.			75			5,004,300			690			1/21/22			(47,250	)
TJX Cos., Inc. (The)			1,715			13,020,280			78			1/7/22			(35,157	)
Trane Technologies PLC			280			5,656,840			210			1/21/22			(47,600	)
Twitter, Inc.			375			1,620,750			47			1/21/22			(17,250	)
Uber Technologies, Inc.			880			3,689,840			47			1/28/22			(50,160	)
UnitedHealth Group, Inc.			230			11,549,220			525			2/4/22			(119,025	)
Veeva Systems, Inc., Class A			110			2,810,280			280			1/21/22			(14,025	)
Visa, Inc., Class A			1,190			25,788,490			220			1/14/22			(251,090	)
Walt Disney Co. (The)			315			4,879,035			160			1/7/22			(13,545	)
Waste Connections, Inc.			295			4,019,965			135			1/21/22			(91,450	)
Zebra Technologies Corp., Class A			180			10,713,600			630			1/21/22			(72,900	)
Zscaler, Inc.			235			7,551,255			325			1/7/22			(135,125	)
Total														$	(5,943,143	)

Abbreviations:

 

ADR		–		American Depositary Receipt

 

		13		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Statement of Assets and Liabilities

 

 

Assets		December 31, 2021
Unaffiliated investments, at value (identified cost, $488,229,026)		$	1,215,032,624
Affiliated investment, at value (identified cost, $3,050,823)			3,050,823
Cash			33,413
Dividends receivable			92,177
Dividends receivable from affiliated investment			335
Receivable for premiums on written options			296,229
Receivable for Fund shares sold			364,243
Receivable from the transfer agent			341,781
Tax reclaims receivable			57,263
Total assets		$	1,219,268,888
Liabilities
Written options outstanding, at value (premiums received, $8,649,699)		$	5,943,143
Payable for closed written options			14,588
Payable to affiliates:
Investment adviser fee			1,018,101
Trustees’ fees			13,943
Accrued expenses			254,753
Total liabilities		$	7,244,528
Net Assets		$	1,212,024,360
Sources of Net Assets
Common shares, $0.01 par value, unlimited number of shares authorized, 51,102,915 shares issued and outstanding		$	511,029
Additional paid-in capital			482,524,034
Distributable earnings			728,989,297
Net Assets		$	1,212,024,360
Net Asset Value
($1,212,024,360 ÷ 51,102,915 common shares issued and outstanding)		$	23.72

 

		14		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Statement of Operations

 

 

Investment Income		Year Ended December 31, 2021
Dividends (net of foreign taxes, $25,061)		$	8,237,858
Dividends from affiliated investment			3,173
Total investment income		$	8,241,031
Expenses
Investment adviser fee		$	11,427,327
Trustees’ fees and expenses			56,275
Custodian fee			332,365
Transfer and dividend disbursing agent fees			18,784
Legal and accounting services			100,688
Printing and postage			344,951
Miscellaneous			79,813
Total expenses		$	12,360,203
Net investment loss		$	(4,119,172	)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions		$	80,407,801
Investment transactions — affiliated investment			(62	)
Written options			(10,545,709	)
Foreign currency transactions			(38,652	)
Net realized gain		$	69,823,378
Change in unrealized appreciation (depreciation) —
Investments		$	127,744,484
Written options			984,154
Net change in unrealized appreciation (depreciation)		$	128,728,638
Net realized and unrealized gain		$	198,552,016
Net increase in net assets from operations		$	194,432,844

 

		15		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Statements of Changes in Net Assets

 

 

		Year Ended December 31,
Increase (Decrease) in Net Assets		2021				2020
From operations —
Net investment loss		$	(4,119,172	)		$	(3,117,711	)
Net realized gain (loss)			69,823,378				(585,044	)
Net change in unrealized appreciation (depreciation)			128,728,638				240,065,961
Net increase in net assets from operations		$	194,432,844			$	236,363,206
Distributions to shareholders		$	(64,519,572	)		$	(1,811,802	)
Tax return of capital to shareholders		$	(4,726,785	)		$	(52,079,822	)
Capital share transactions —
Proceeds from shelf offering, net of offering costs (see Note 5)		$	28,448,067			$	12,051,025
Reinvestment of distributions			2,823,214				1,728,984
Net increase in net assets from capital share transactions		$	31,271,281			$	13,780,009
Net increase in net assets		$	156,457,768			$	196,251,591
Net Assets
At beginning of year		$	1,055,566,592			$	859,315,001
At end of year		$	1,212,024,360			$	1,055,566,592

 

		16		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Financial Highlights

 

 

		Year Ended December 31,
		2021				2020				2019				2018				2017
Net asset value — Beginning of year		$	21.200			$	17.530			$	14.820			$	15.770			$	13.660
Income (Loss) From Operations
Net investment loss(1)		$	(0.082	)		$	(0.063	)		$	(0.026	)		$	(0.027	)		$	(0.023	)
Net realized and unrealized gain			3.971				4.819				4.015				0.127				3.183
Total income from operations		$	3.889			$	4.756			$	3.989			$	0.100			$	3.160
Less Distributions
From net realized gain		$	(1.284	)		$	(0.037	)		$	(1.284	)(2)		$	(1.050	)		$	(0.423	)
Tax return of capital			(0.094	)			(1.050	)			—				—				(0.627	)
Total distributions		$	(1.378	)		$	(1.087	)		$	(1.284	)		$	(1.050	)		$	(1.050	)
Premium from common shares sold through shelf offering (see Note 5)(1)		$	0.009			$	0.001			$	0.005			$	—			$	—
Net asset value — End of year		$	23.720			$	21.200			$	17.530			$	14.820			$	15.770
Market value — End of year		$	24.590			$	21.690			$	17.830			$	14.670			$	15.220
Total Investment Return on Net Asset Value(3)			18.82	%			28.55	%			27.71	%			0.21	%			24.04	%(4)
Total Investment Return on Market Value(3)			20.40	%			29.31	%			31.22	%			2.78	%			27.76	%
Ratios/Supplemental Data
Net assets, end of year (000’s omitted)		$	1,212,024			$	1,055,567			$	859,315			$	707,577			$	751,565
Ratios (as a percentage of average daily net assets):
Expenses			1.08	%			1.09	%			1.09	%			1.10	%			1.10	%
Net investment loss			(0.36	)%			(0.35	)%			(0.16	)%			(0.17	)%			(0.15	)%
Portfolio Turnover			18	%			38	%			40	%			44	%			48	%

 

(1)	Computed using average shares outstanding.

 

(2)	The tax character of a portion of the distribution ($0.069 per share) was based on management’s estimate and was subsequently determined to be $0.063 per share of tax return of capital and $0.006 per share from net realized gain.

 

(3)	Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.

 

(4)	During the year ended December 31, 2017, the Fund received a payment from an affiliate as reimbursement for certain losses. Excluding this payment, total return at net asset value would have been 23.72%.

 

		17		See Notes to Financial Statements.

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Enhanced Equity Income Fund II (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Fund’s primary investment objective is to provide current income, with a secondary objective of capital appreciation.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices.

Derivatives. U.S. exchange-traded options are valued at the mean between the bid and ask prices at valuation time as reported by the Options Price Reporting Authority. Non-U.S. exchange-traded options and over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the security’s “fair value”, which is the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates.

D  Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of December 31, 2021, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net

 

		18

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Notes to Financial Statements — continued

 

 

realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

F  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G  Indemnifications — Under the Fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Fund) could be deemed to have personal liability for the obligations of the Fund. However, the Fund’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

H  Written Options — Upon the writing of a call or a put option, the premium received by the Fund is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Fund’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the exercise price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the exercise price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Fund may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

2  Distributions to Shareholders and Income Tax Information

Subject to its Managed Distribution Plan, the Fund makes monthly distributions from its cash available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on stock investments. The Fund intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income. Distributions in any year may include a substantial return of capital component.

The tax character of distributions declared for the years ended December 31, 2021 and December 31, 2020 was as follows:

 

		Year Ended December 31,
		2021				2020
Long-term capital gains		$	64,519,572			$	1,811,802
Tax return of capital		$	4,726,785			$	52,079,822

During the year ended December 31, 2021, distributable earnings was increased by $4,157,913 and paid-in capital was decreased by $4,157,913 due to differences between book and tax accounting for net operating losses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of December 31, 2021, the components of distributable earnings (accumulated loss) on a tax basis were as follows:

 

Net unrealized appreciation		$	728,989,297
Distributable earnings		$	728,989,297

 

		19

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Notes to Financial Statements — continued

 

 

The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Fund at December 31, 2021, as determined on a federal income tax basis, were as follows:

 

Aggregate cost		$	483,151,007
Gross unrealized appreciation		$	737,010,369
Gross unrealized depreciation			(8,021,072	)
Net unrealized appreciation		$	728,989,297

3  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for investment advisory services rendered to the Fund. On March 1, 2021, Morgan Stanley acquired Eaton Vance Corp. (the “Transaction”) and EVM became an indirect, wholly-owned subsidiary of Morgan Stanley. In connection with the Transaction, the Fund entered into a new investment advisory agreement (the “New Agreement”) with EVM, which took effect on March 1, 2021. Pursuant to the New Agreement (and the Fund’s investment advisory agreement with EVM in effect prior to March 1, 2021), the fee is computed at an annual rate of 1.00% of the Fund’s average daily gross assets, as defined in the New Agreement (and the Fund’s investment advisory agreement with EVM in effect prior to March 1, 2021), and is payable monthly. For purposes of this calculation, gross assets represent net assets plus obligations attributable to investment leverage. During the year ended December 31, 2021, the Fund had no obligations attributable to investment leverage. For the year ended December 31, 2021, the investment adviser fee amounted to $11,427,327. The Fund may invest its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. EVM also serves as administrator of the Fund, but receives no compensation.

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended December 31, 2021, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $205,017,393 and $264,085,026, respectively, for the year ended December 31, 2021.

5  Common Shares of Beneficial Interest and Shelf Offering

Common shares issued by the Fund pursuant to its dividend reinvestment plan for the years ended December 31, 2021 and December 31, 2020 were 122,942 and 93,428, respectively.

In August 2012, the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Fund is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Fund to purchase a specific amount of shares. There were no repurchases of common shares by the Fund for the years ended December 31, 2021 and December 31, 2020.

Pursuant to a registration statement filed with and declared effective on April 11, 2019 by the SEC, the Fund is authorized to issue up to an additional 3,584,261 common shares through an equity shelf offering program (the “shelf offering”). Under the shelf offering, the Fund, subject to market conditions, may raise additional capital from time to time and in varying amounts and offering methods at a net price at or above the Fund’s net asset value per common share.

During the years ended December 31, 2021 and December 31, 2020, the Fund sold 1,194,582 and 668,511 common shares, respectively, and received proceeds (net of offering costs) of $28,448,067 and $12,051,025, respectively, through its shelf offering. The net proceeds in excess of the net asset value of the shares sold were $472,542 and $35,802 for the years ended December 31, 2021 and December 31, 2020, respectively. Offering costs (other than the applicable sales commissions) incurred in connection with the shelf offering were borne directly by EVM. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM, is the distributor of the Fund’s shares and is entitled to receive a sales commission from the Fund of 1.00% of the gross sales price per share, a portion of which is re-allowed to sales agents. The Fund was informed that the sales commissions retained by EVD during the years ended December 31, 2021 and December 31, 2020 were $57,471 and $24,346, respectively.

 

		20

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Notes to Financial Statements — continued

 

 

6  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at December 31, 2021 is included in the Portfolio of Investments. At December 31, 2021, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund writes covered call options on individual stocks above the current value of the stock to generate premium income. In writing call options on individual stocks, the Fund in effect sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Fund retains the risk of loss, minus the premium received, should the price of the underlying stock decline.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at December 31, 2021 was as follows:

 

		Fair Value
Derivative		Asset Derivative				Liability Derivative(1)
Written options		$	—			$	(5,943,143	)

 

(1)	Statement of Assets and Liabilities location: Written options outstanding, at value.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended December 31, 2021 was as follows:

 

Derivative		Realized Gain (Loss) on Derivatives Recognized in Income(1)				Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)
Written options		$	(10,545,709	)		$	984,154

 

(1)	Statement of Operations location: Net realized gain (loss) – Written options.

 

(2)	Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

The average number of written options contracts outstanding during the year ended December 31, 2021, which is indicative of the volume of this derivative type, was 32,779 contracts.

7  Investments in Affiliated Funds

At December 31, 2021, the value of the Fund’s investment in affiliated funds was $3,050,823, which represents 0.3% of the Fund’s net assets. Transactions in affiliated funds by the Fund for the year ended December 31, 2021 were as follows:

 

Name		Value, beginning of period				Purchases				Sales proceeds				Net realized gain (loss)				Change in unrealized appreciation (depreciation)				Value, end of period				Dividend income				Units, end of period
Short-Term Investments
Eaton Vance Cash Reserves Fund, LLC		$	152,824			$	139,866,192			$	(136,968,131	)		$	(62	)		$	—			$	3,050,823			$	3,173				3,051,128

 

		21

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Notes to Financial Statements — continued

 

 

8  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

•

Level 1 – quoted prices in active markets for identical investments

 

•

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

•

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At December 31, 2021, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description		Level 1				Level 2				Level 3				Total
Common Stocks		$	1,215,032,624	*		$	—			$	—			$	1,215,032,624
Short-Term Investments			—				3,050,823				—				3,050,823
Total Investments		$	1,215,032,624			$	3,050,823			$	—			$	1,218,083,447
Liability Description
Written Covered Call Options		$	(5,943,143	)		$	—			$	—			$	(5,943,143	)
Total		$	(5,943,143	)		$	—			$	—			$	(5,943,143	)

 

*	The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

9  Risks and Uncertainties

Pandemic Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, the economies of individual countries, individual companies, and the market in general, and may continue to do so in significant and unforeseen ways, as may other epidemics and pandemics that may arise in the future. Any such impact could adversely affect the Fund’s performance, or the performance of the securities in which the Fund invests.

 

		22

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees and Shareholders of Eaton Vance Enhanced Equity Income Fund II:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Eaton Vance Enhanced Equity Income Fund II (the “Fund”), including the portfolio of investments, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 17, 2022

We have served as the auditor of one or more Eaton Vance investment companies since 1959.

 

		23

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you received in February 2022 showed the tax status of all distributions paid to your account in calendar year 2021. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of capital gains dividends.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2021, $64,519,572 or, if subsequently determined to be different, the net capital gain of such year.

 

		24

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Dividend Reinvestment Plan

 

 

The Fund offers a dividend reinvestment plan (Plan) pursuant to which shareholders may elect to have distributions automatically reinvested in common shares (Shares) of the Fund. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by American Stock Transfer & Trust Company, LLC (AST) as dividend paying agent. On the distribution payment date, if the NAV per Share is equal to or less than the market price per Share plus estimated brokerage commissions, then new Shares will be issued. The number of Shares shall be determined by the greater of the NAV per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by AST, the Plan agent (Agent). Distributions subject to income tax (if any) are taxable whether or not Shares are reinvested.

If your Shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that the Fund’s transfer agent re-register your Shares in your name or you will not be able to participate.

The Agent’s service fee for handling distributions will be paid by the Fund. Plan participants will be charged their pro rata share of brokerage commissions on all open-market purchases.

Plan participants may withdraw from the Plan at any time by writing to the Agent at the address noted on the following page. If you withdraw, you will receive Shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Agent to sell part or all of his or her Shares and remit the proceeds, the Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.

If you wish to participate in the Plan and your Shares are held in your own name, you may complete the form on the following page and deliver it to the Agent. Any inquiries regarding the Plan can be directed to the Agent at 1-866-439-6787.

 

		25

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Application for Participation in Dividend Reinvestment Plan

 

 

 

The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.

 

 

Please print exact name on account

 

Shareholder signature                                                           Date

 

Shareholder signature                                                           Date

Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.

YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.

This authorization form, when signed, should be mailed to the following address:

Eaton Vance Enhanced Equity Income Fund II

c/o American Stock Transfer & Trust Company, LLC

P.O. Box 922

Wall Street Station

New York, NY 10269-0560

 

		26

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Management and Organization

 

 

Fund Management.  The Board of Trustees of the Fund (the “Board”) is responsible for the overall management and supervision of the affairs of the Fund. The Board members and officers of the Fund are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification or removal. Under the terms of the Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a Trustee on the earlier of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December 31st of the 20th year in which he or she has served as a Trustee. However, if such retirement and resignation would cause the Fund to be out of compliance with Section 16 of the 1940 Act or any other regulations or guidance of the Securities and Exchange Commission, then such retirement and resignation will not become effective until such time as action has been taken for the Fund to be in compliance therewith. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Fund, as that term is defined under the 1940 Act. The business address of each Board member and officer is Two International Place, Boston, Massachusetts 02110. As used below, “BMR” refers to Boston Management and Research, “EVC” refers to Eaton Vance Corp., “EV” refers to EV LLC, “EVM” refers to Eaton Vance Management and “EVD” refers to Eaton Vance Distributors, Inc. EV is the trustee of each of EVM and BMR. Effective March 1, 2021, each of EVM, BMR, EVD and EV are indirect, wholly owned subsidiaries of Morgan Stanley. Each officer affiliated with EVM may hold a position with other EVM affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 138 funds (with the exception of Messrs. Faust and Wennerholm and Ms. Frost who oversee 137 funds) in the Eaton Vance fund complex (including both funds and portfolios in a hub and spoke structure).

 

Name and Year of Birth		Fund Position(s)		Length of Service		Principal Occupation(s) and Other Directorships During Past Five Years and Other Relevant Experience
Interested Trustee
Thomas E. Faust Jr. 1958		Class I Trustee		Until 2023. 3 years. Since 2007.		Chairman of Morgan Stanley Investment Management, Inc. (MSIM), member of the Board of Managers and President of EV, Chief Executive Officer of EVM and BMR, and Director of EVD. Formerly, Chairman, Chief Executive Officer and President of EVC. Mr. Faust is an interested person because of his positions with MSIM, BMR, EVM, EVD, and EV, which are affiliates of the Fund, and his former position with EVC, which was an affiliate of the Fund prior to March 1, 2021. Other Directorships. Formerly, Director of EVC (2007-2021) and Hexavest Inc. (investment management firm) (2012-2021).
Noninterested Trustees
Mark R. Fetting 1954		Class III Trustee		Until 2022. 3 years. Since 2016.		Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000). Other Directorships. None.
Cynthia E. Frost 1961		Class I Trustee		Until 2023. 3 years. Since 2014.		Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985). Other Directorships. None.
George J. Gorman 1952		Chairperson of the Board and Class II Trustee		Until 2024. 3 years. Chairperson of the Board since 2021 and Trustee since 2014.		Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009). Other Directorships. None.

 

		27

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Management and Organization — continued

 

 

Name and Year of Birth		Fund Position(s)		Length of Service		Principal Occupation(s) and Other Directorships During Past Five Years and Other Relevant Experience
Noninterested Trustees (continued)
Valerie A. Mosley 1960		Class III Trustee		Until 2022. 3 years. Since 2014.		Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Founder of Upward Wealth, Inc., dba BrightUP, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). Other Directorships. Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).
William H. Park 1947		Class II Trustee		Until 2024. 3 years. Since 2003.		Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981). Other Directorships. None.
Helen Frame Peters 1948		Class II Trustee		Until 2024. 3 years. Since 2008.		Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Other Directorships. None.
Keith Quinton 1958		Class I Trustee		Until 2023. 3 years. Since 2018.		Private investor, researcher and lecturer. Formerly, Independent Investment Committee Member at New Hampshire Retirement System (2017-2021). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014). Other Directorships. Formerly, Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank.
Marcus L. Smith 1966		Class III Trustee		Until 2022. 3 years. Since 2018.		Private investor. Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017). Other Directorships. Director of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).
Susan J. Sutherland 1957		Class II Trustee		Until 2024. 3 years. Since 2015.		Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance) (2015-2018) and Montpelier Re Holdings Ltd. (insurance and reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013). Other Directorships. Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021).
Scott E. Wennerholm 1959		Class I Trustee		Until 2023. 3 years. Since 2016.		Private investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997). Other Directorships. None.

 

		28

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Eaton Vance

Enhanced Equity Income Fund II

December 31, 2021

 

Management and Organization — continued

 

 

Name and Year of Birth		Fund Position(s)		Length of Service		Principal Occupation(s) During Past Five Years
Principal Officers who are not Trustees
Edward J. Perkin 1972		President		Since 2014		Vice President and Chief Equity Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).
Deidre E. Walsh 1971		Vice President and Chief Legal Officer		Since 2009		Vice President of EVM and BMR. Also Vice President of CRM.
James F. Kirchner 1967		Treasurer		Since 2007		Vice President of EVM and BMR. Also Vice President of CRM.
Jill R. Damon 1984		Secretary		Since 2022		Vice President of EVM and BMR since 2017. Formerly, associate at Dechert LLP (2009-2017).
Richard F. Froio 1968		Chief Compliance Officer		Since 2017		Vice President of EVM and BMR since 2017. Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).

 

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Eaton Vance Funds

 

Privacy Notice		April 2021

 

 

FACTS		WHAT DOES EATON VANCE DO WITH YOUR PERSONAL INFORMATION?
Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?		The types of personal information we collect and share depend on the product or service you have with us. This information can include:   ∎   Social Security number and income ∎   investment experience and risk tolerance ∎   checking account number and wire transfer instructions
How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information		Does Eaton Vance share?		Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus		Yes		No
For our marketing purposes — to offer our products and services to you		Yes		No
For joint marketing with other financial companies		No		We don’t share
For our investment management affiliates’ everyday business purposes — information about your transactions, experiences, and creditworthiness		Yes		Yes
For our affiliates’ everyday business purposes — information about your transactions and experiences		Yes		No
For our affiliates’ everyday business purposes — information about your creditworthiness		No		We don’t share
For our investment management affiliates to market to you		Yes		Yes
For our affiliates to market to you		No		We don’t share
For nonaffiliates to market to you		No		We don’t share

 

To limit our sharing		Call toll-free 1-800-262-1122 or email: [email protected]   Please note:   If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.
Questions?		Call toll-free 1-800-262-1122 or email: [email protected]

 

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Eaton Vance Funds

 

Privacy Notice — continued		April 2021

 

 

Page 2

 

Who we are
Who is providing this notice?		Eaton Vance Management, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, Eaton Vance and Calvert Fund Families and our investment advisory affiliates (“Eaton Vance”) (see Investment Management Affiliates definition below)
What we do
How does Eaton Vance protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information.
How does Eaton Vance collect my personal information?		We collect your personal information, for example, when you   ∎   open an account or make deposits or withdrawals from your account ∎   buy securities from us or make a wire transfer ∎   give us your contact information   We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only   ∎   sharing for affiliates’ everyday business purposes — information about your creditworthiness ∎   affiliates from using your information to market to you ∎   sharing for nonaffiliates to market to you   State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
Definitions
Investment Management Affiliates		Eaton Vance Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies.   ∎   Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies.   ∎   Eaton Vance does not share with nonaffiliates so they can market to you.
Joint marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you.   ∎   Eaton Vance doesn’t jointly market.
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Nonaffiliates unless you provide us with your written consent to share such information.   California: Except as permitted by law, we will not share personal information we collect about California residents with Nonaffiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.

 

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Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. American Stock Transfer & Trust Company, LLC (“AST”), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct AST, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST or your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by AST or your financial intermediary.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

Share Repurchase Program.  The Fund’s Board of Trustees has approved a share repurchase program authorizing the Fund to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. The Fund’s repurchase activity, including the number of shares purchased, average price and average discount to net asset value, is disclosed in the Fund’s annual and semi-annual reports to shareholders.

Additional Notice to Shareholders.  If applicable, a Fund may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary.

Closed-End Fund Information.  Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly after the end of each month. Other information about the funds is available on the website. The funds’ net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Closed-End Funds and Term Trusts”.

 

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2426    12.31.21

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Item 2. Code of Ethics

The registrant (sometimes referred to as the “Fund” has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has not amended the code of ethics as described in Form N-CSR during the period covered by this report. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.

Item 3. Audit Committee Financial Expert

The registrant’s Board of Trustees (the “Board”) has designated George J. Gorman, William H. Park and Scott E. Wennerholm, each an independent trustee, as audit committee financial experts. Mr. Gorman is a certified public accountant who is the Principal at George J. Gorman LLC (a consulting firm). Previously, Mr. Gorman served in various capacities at Ernst & Young LLP (a registered public accounting firm), including as Senior Partner. Mr. Gorman also has experience serving as an independent trustee and audit committee financial

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expert of other mutual fund complexes. Mr. Park is a certified public accountant who is a private investor. Previously, he served as a consultant, as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm). Mr. Wennerholm is a private investor. Previously, Mr. Wennerholm served as a Trustee at Wheelock College (postsecondary institution), as a Consultant at GF Parish Group (executive recruiting firm), Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm), Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm), and Vice President at Fidelity Investments Institutional Services (investment management firm).

Item 4. Principal Accountant Fees and Services

(a) –(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended December 31, 2020 and December 31, 2021 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.

 

Fiscal Years Ended		12/31/20				12/31/21
Audit Fees		$	51,950			$	51,950
Audit-Related Fees(1)		$	0			$	0
Tax Fees(2)		$	19,707			$	19,357
All Other Fees(3)		$	0			$	0
Total		$	71,657			$	71,307

 

(1)	Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

(2)	Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

(3)	All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

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(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant’s fiscal years ended December 31, 2020 and December 31, 2021; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.

 

Fiscal Years Ended		12/31/20				12/31/21
Registrant		$	19,707			$	19,357
Eaton Vance(1)		$	150,300			$	51,800

 

(1)	The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the registrant, are subsidiaries of Morgan Stanley.

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. George J. Gorman, William H. Park, Helen Frame Peters and Scott E. Wennerholm (Chair) are the members of the registrant’s audit committee.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

The Board of the Fund has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy voting policies and procedures (the “Policies”) which are described below. The trustees will review the Policies annually. In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board, or any committee, sub-committee or group of independent trustees identified by the Board, which will instruct the investment adviser on the appropriate course of action. If the Board Members are unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund, the investment adviser may vote such proxy, provided that it discloses the existence of the material conflict to the Chairperson of the Fund’s Board as soon as practicable and to the Board at its next meeting.

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The Policies are designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The investment adviser will generally vote proxies through the Agent. The Agent is required to vote all proxies in accordance with customized proxy voting guidelines (the “Guidelines”) and/or refer them back to the investment adviser pursuant to the Policies.

The Agent is required to establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest. The Guidelines include voting guidelines for matters relating to, among other things, the election of directors, approval of independent auditors, executive compensation, corporate structure and anti-takeover defenses. The investment adviser may cause the Fund to abstain from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote or it is unable to access or access timely ballots or other proxy information, among other stated reasons. The Agent will refer Fund proxies to the investment adviser for instructions under circumstances where, among others: (1) the application of the Guidelines is unclear; (2) a particular proxy question is not covered by the Guidelines; or (3) the Guidelines require input from the investment adviser. When a proxy voting issue has been referred to the investment adviser, the analyst (or portfolio manager if applicable) covering the company subject to the proxy proposal determines the final vote (or decision not to vote) and the investment adviser’s Proxy Administrator (described below) instructs the Agent to vote accordingly for securities held by the Fund. Where more than one analyst covers a particular company and the recommendations of such analysts voting a proposal conflict, the investment adviser’s Global Proxy Group (described below) will review such recommendations and any other available information related to the proposal and determine the manner in which it should be voted, which may result in different recommendations for the Fund that may differ from other clients of the investment adviser.

The investment adviser has appointed a Proxy Administrator to assist in the coordination of the voting of client proxies (including the Fund’s) in accordance with the Guidelines and the Policies. The investment adviser and its affiliates have also established a Global Proxy Group. The Global Proxy Group develops the investment adviser’s positions on all major corporate issues, creates the Guidelines and oversees the proxy voting process. The Proxy Administrator maintains a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter. Before instructing the Agent to vote contrary to the Guidelines or the recommendation of the Agent, the Proxy Administrator will provide the Global Proxy Group with the Agent’s recommendation for the proposal along with any other relevant materials, including the basis for the analyst’s recommendation. The Proxy Administrator will then instruct the Agent to vote the proxy in the manner determined by the Global Proxy Group. A similar process will be followed if the Agent has a conflict of interest with respect to a proxy. The investment adviser will report to the Fund’s Board any votes cast contrary to the Guidelines or Agent recommendations, as applicable, no less than annually.

The investment adviser’s Global Proxy Group is responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Because the Guidelines are predetermined and designed to be in the best interests of shareholders, application of the Guidelines to vote client proxies should, in most cases, adequately address any possible conflict of interest. The investment adviser will monitor situations that may result in a conflict of interest between any of its clients and the investment adviser or any of its affiliates by maintaining a list of significant existing and prospective corporate clients. The Proxy Administrator will compare such list with the names of companies of which he or she has been referred a proxy statement (the “Proxy Companies”). If a company on the list is also a Proxy Company, the Proxy Administrator will report that fact to the Global

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Proxy Group. If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group will first determine, in consultation with legal counsel if necessary, whether a material conflict exists. If it is determined that a material conflict exists, the investment adviser will seek instruction on how the proxy should be voted from the Fund’s Board, or any committee or subcommittee identified by the Board. If a matter is referred to the Global Proxy Group, the decision made and basis for the decision will be documented by the Proxy Administrator and/or Global Proxy Group.

Information on how the Fund voted proxies relating to portfolio securities during the most recent 12 month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and Exchange Commission’s website at http://www.sec.gov.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Eaton Vance Management (“EVM” or “Eaton Vance”) is the investment adviser of the Fund. Lewis R. Piantedosi and Douglas R. Rogers comprise the investment team responsible for the overall and day-to-day management of the Fund’s investments.

Mr. Piantedosi is a Vice President of EVM, has been a portfolio manager of the Fund since September 2014 and has managed other Eaton Vance portfolios for more than five years. Mr. Rogers is a Vice President of EVM, has been an equity analyst at Eaton Vance since 2001 and has been a portfolio manager of the Fund since July 2021. This information is provided as of the date of filing this report.

The following table shows, as of the Fund’s most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.

 

		Number of All Accounts				Total Assets of All Accounts				Number of Accounts Paying a Performance Fee				Total Assets of Accounts Paying a Performance Fee
Lewis R. Piantedosi(1)(2)
Registered Investment Companies			6			$	3,128.3				0			$	0
Other Pooled Investment Vehicles			1			$	30.0				0			$	0
Other Accounts			6			$	74.1				0			$	0
Douglas R. Rogers(1)(2)
Registered Investment Companies			6			$	3,128.3				0			$	0
Other Pooled Investment Vehicles			1			$	30.0				0			$	0
Other Accounts			6			$	74.1				0			$	0

 

(1)

This portfolio manager serves as portfolio manager of one or more registered investment companies that invests or may invest in one or more underlying registered investment companies in the Eaton Vance family of funds or other pooled investment vehicles sponsored by Eaton Vance. The underlying investment companies may be managed by this portfolio manager or another portfolio manager.

(2)

This portfolio manager provides advisory services for certain of the “Other Accounts” on a nondiscretionary or model basis. For “Other Accounts” that are part of a wrap account program, the number of accounts is the number of sponsors for which the portfolio manager provides advisory services rather than the number of individual customer accounts within each wrap account program. The assets managed may include assets advised on a nondiscretionary or model basis.

---

The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year end.

 

Portfolio Manager		Dollar Range of Equity Securities Beneficially Owned in the Fund
Lewis R. Piantedosi		None
Douglas R. Rogers		None

Potential for Conflicts of Interest. It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which a portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, the portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. EVM has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocations, cross trades and best execution.

Compensation Structure for EVM

Compensation of EVM’s portfolio managers and other investment professionals has the following primary components: (1) a base salary and (2) discretionary variable compensation that is comprised of cash bonus and depending on eligibility, may also include deferred compensation consisting of restricted shares of Morgan Stanley stock and deferred cash that are subject to a fixed vesting and distribution schedule. EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to EVM’s employees. Compensation of EVM’s investment professionals is reviewed primarily on an annual basis. Cash bonuses and deferred compensation awards, and adjustments in base salary are typically paid or put into effect shortly after the December 31^st fiscal year end of Morgan Stanley.

Method to Determine Compensation. EVM compensates its portfolio managers based on company and team business results, and individual performance, including the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to the Sharpe ratio, which uses standard deviation and excess return to determine reward per unit of risk. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

---

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary and variable compensation levels for portfolio managers and other investment professionals. Salaries and variable compensation are also influenced by the operating performance of EVM and Morgan Stanley. While the salaries of EVM’s portfolio managers are comparatively fixed, variable compensation may fluctuate significantly from year to year, based on changes in company and team performance, manager performance and other factors as described herein. For a high performing portfolio manager, variable compensation may represent a substantial portion of total compensation.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

No such purchases this period.

Item 10. Submission of Matters to a Vote of Security Holders

No material changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

No activity to report for the registrant’s most recent fiscal year end.

Item 13. Exhibits

 

(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).
(a)(2)(i)		Treasurer’s Section 302 certification.
(a)(2)(ii)		President’s Section 302 certification.
(b)		Combined Section 906 certification.
(c)		Registrant’s notices to shareholders pursuant to Registrant’s exemptive order granting an exemption from Section  19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions paid pursuant to the Registrant’s Managed Distribution Plan.

---

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Eaton Vance Enhanced Equity Income Fund II
By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President

Date: February 23, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:		/s/ James F. Kirchner
		James F. Kirchner
		Treasurer
Date:		February 23, 2022
By:		/s/ Edward J. Perkin
		Edward J. Perkin
		President
Date:		February 23, 2022

Eaton Vance Enhanced Equity Income Fund II

FORM N-CSR

Exhibit 13(a)(2)(i)

CERTIFICATION

I, James F. Kirchner, certify that:

1. I have reviewed this report on Form N-CSR of Eaton Vance Enhanced Equity Income Fund II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2022

 

---

Eaton Vance Enhanced Equity Income Fund II

FORM N-CSR

Exhibit 13(a)(2)(ii)

CERTIFICATION

I, Edward J. Perkin, certify that:

1. I have reviewed this report on Form N-CSR of Eaton Vance Enhanced Equity Income Fund II;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 23, 2022						/s/ Edward J. Perkin
						Edward J. Perkin
						President

 

Form N-CSR Item 13(b) Exhibit

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Eaton Vance Enhanced Equity Income Fund II (the “Fund”), that:

 

(a)

the Annual Report of the Fund on Form N-CSR for the period ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Fund for such period.

A signed original of this written statement required by section 906 has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.

 

Eaton Vance Enhanced Equity Income Fund II

Date: February 23, 2022

/s/ James F. Kirchner

James F. Kirchner

Treasurer

Date: February 23, 2022

/s/ Edward J. Perkin

Edward J. Perkin

President

 

Form N-CSR Item 13(c) Exhibit

 

Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in July 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the July distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: July 2021

Distribution Amount per Common Share: 0.0988

The following table sets forth an estimate of the sources of the Fund’s July distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Enhanced Equity Income Fund II

 

Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.0988				100.0	%		$	0.6916				100.0	%
Return of Capital or Other Capital Source(s)		$	0.0000				0.0	%		$	0.0000				0.0	%
Total per common share		$	0.0988				100.0	%		$	0.6916				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

---

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on June 30, 20211			19.14	%
Annualized current distribution rate expressed as a percentage of NAV as of June 30, 20212			5.10	%
Cumulative total return at NAV for the fiscal year through June 30, 20213			12.64	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of June 30, 20214			2.55	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on June 30, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of June 30, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to June 30, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to June 30, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of June 30, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

July 30, 2021

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Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in August 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the August distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: August 2021

Distribution Amount per Common Share: $0.1373

The following table sets forth an estimate of the sources of the Fund’s August distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Enhanced Equity Income Fund II

 

Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.1373				100.0	%		$	0.8289				100.0	%
Return of Capital or Other Capital Source(s)		$	0.0000				0.0	%		$	0.0000				0.0	%
Total per common share		$	0.1373				100.0	%		$	0.8289				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

---

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on July 31, 20211			18.23	%
Annualized current distribution rate expressed as a percentage of NAV as of July 31, 20212			5.04	%
Cumulative total return at NAV for the fiscal year through July 31, 20213			14.48	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of July 31, 20214			2.94	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on July 31, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of July 31, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to July 31, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to July 31, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of July 31, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

August 31, 2021

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Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in September 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the September distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: September 2021

Distribution Amount per Common Share: $0.1373

The following table sets forth an estimate of the sources of the Fund’s September distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Enhanced Equity Income Fund II

 

Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.1373				100.0	%		$	0.9662				100.0	%
Return of Capital or Other Capital Source(s)		$	0.0000				0.0	%		$	0.0000				0.0	%
Total per common share		$	0.1373				100.0	%		$	0.9662				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

---

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on August 31, 20211			18.87	%
Annualized current distribution rate expressed as a percentage of NAV as of August 31, 20212			6.84	%
Cumulative total return at NAV for the fiscal year through August 31, 20213			17.82	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of August 31, 20214			3.44	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on August 31, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of August 31, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to August 31, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to August 31, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of August 31, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

September 30, 2021

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Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in October 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the October distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: October 2021

Distribution Amount per Common Share: $0.1373

The following table sets forth an estimate of the sources of the Fund’s October distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Enhanced Equity Income Fund II

 

Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.1373				100.0	%		$	1.1035				100.0	%
Return of Capital or Other Capital Source(s)		$	0.0000				0.0	%		$	0.0000				0.0	%
Total per common share		$	0.1373				100.0	%		$	1.1035				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

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Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on September 30, 20211			17.39	%
Annualized current distribution rate expressed as a percentage of NAV as of September 30, 20212			7.31	%
Cumulative total return at NAV for the fiscal year through September 30, 20213			10.96	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of September 30, 20214			4.29	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on September 30, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of September 30, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to September 30, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to September 30, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of September 30, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

October 29, 2021

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Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in November 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the November distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: November 2021

Distribution Amount per Common Share: $0.1373

The following table sets forth an estimate of the sources of the Fund’s November distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

Eaton Vance Enhanced Equity Income Fund II

 

Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.0000				0.0	%		$	0.8748				70.5	%
Return of Capital or Other Capital Source(s)		$	0.1373				100.0	%		$	0.3660				29.5	%
Total per common share		$	0.1373				100.0	%		$	1.2408				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

---

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on October 31, 20211			19.11	%
Annualized current distribution rate expressed as a percentage of NAV as of October 31, 20212			6.98	%
Cumulative total return at NAV for the fiscal year through October 31, 20213			16.80	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of October 31, 20214			4.68	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on October 31, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of October 31, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to October 31, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to October 31, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of October 31, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

November 30, 2021

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Dear Eaton Vance Fund Shareholder:

This notice provides shareholders of the Eaton Vance Enhanced Equity Income Fund II (NYSE: EOS) with important information concerning the distribution declared in December 2021. You are receiving this notice as a requirement of the Fund’s managed distribution plan (Plan). The Board of Trustees approved the implementation of the Plan to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent to you for informational purposes only and is an estimate of the sources of the December distribution. It is not determinative of the tax character of the Fund’s distributions for the 2021 calendar year.

The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

Distribution Period: December 2021

Distribution Amount per Common Share: $0.1373

The following table sets forth an estimate of the sources of the Fund’s December distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.

 

Eaton Vance Enhanced Equity Income Fund II
Source		Current Distribution				% of Current Distribution				Cumulative Distributions for the Fiscal Year-to-Date1				% of the Cumulative Distributions for the  Fiscal Year-to-Date1
Net Investment Income		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Short-Term Capital Gains		$	0.0000				0.0	%		$	0.0000				0.0	%
Net Realized Long-Term Capital Gains		$	0.1373				100.0	%		$	1.2417				90.1	%
Return of Capital or Other Capital Source(s)		$	0.0000				0.0	%		$	0.1364				9.9	%
Total per common share		$	0.1373				100.0	%		$	1.3781				100.0	%

 

1	The Fund’s fiscal year is January 1, 2021 to December 31, 2021

IMPORTANT DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and/or tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

---

Set forth in the table below is information relating to the Fund’s performance based on its net asset value (NAV) for certain periods.    

 

Average annual total return at NAV for the 5-year period ended on November 30, 20211			18.77	%
Annualized current distribution rate expressed as a percentage of NAV as of November 30, 20212			7.09	%
Cumulative total return at NAV for the fiscal year through November 30, 20213			15.75	%
Cumulative fiscal year to date distribution rate as a percentage of NAV as of November 30, 20214			5.34	%

 

1	Average annual total return at NAV represents the change in NAV of the Fund, with all distributions reinvested, for the 5-year period ended on November 30, 2021.

2	The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of November 30, 2021.

3	Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to November 30, 2021 including distributions paid and assuming reinvestment of those distributions.

4	Cumulative fiscal year distribution rate for the period from the beginning of its fiscal year to November 30, 2021 measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund’s NAV as of November 30, 2021.

If you have any questions regarding this information, please contact your investment advisor or an Eaton Vance Investor Services associate at 1-866-328-6681. Our associates are available to assist you Monday-Friday 8:30 a.m. to 5:30 p.m., Eastern Time.

 

Eaton Vance Enhanced Equity Income Fund II

December 31, 2021