Eaton Vance Enhanced Equity Income Fund II

Proxy Solicitation & Information Statement • Aug 29, 2006

DEF 14A 1 eeif2def14a.htm ENHANCED EQUITY INCOME FUND II DEFINITIVE PROXY DTD 8-29-06 eeif2def14a.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SCHEDULE 14A (Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-12

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Eaton Vance Enhanced Equity Income Fund II (Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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EATON VANCE ENHANCED EQUITY INCOME FUND II

The Eaton Vance Building 255 State Street Boston, Massachusetts 02109

August 29, 2006

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Eaton Vance Enhanced Equity Income Fund II (the ‘‘Fund’’), which will be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 13, 2006 at 2:00 P.M. (Boston time).

At this meeting you will be asked to consider the election of Trustees. The enclosed proxy statement contains additional information.

We hope that you will be able to attend the meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. I urge you to complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible to assure that your shares are represented at the meeting.

Sincerely,

Duncan W. Richardson President

YOUR VOTE IS IMPORTANT – PLEASE RETURN YOUR PROXY CARD PROMPTLY.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend in person, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote in person.

EATON VANCE ENHANCED EQUITY INCOME FUND II

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 13, 2006

The Annual Meeting of Shareholders of Eaton Vance Enhanced Equity Income Fund II, a Massa-chusetts business trust (the ‘‘Fund’’), will be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 13, 2006 at 2:00 P.M. (Boston time), for the following purposes:

| 1. | To elect two Class II Trustees of the
Fund. |
| --- | --- |
| 2. | To consider and act upon any other matters
that may properly come before the meeting and any adjourned or postponed
session thereof. |

The Board of Trustees has fixed the close of business on August 17, 2006 as the record date for the determination of the shareholders of the Fund entitled to notice of and to vote at the meeting and any adjournments or postponement(s) thereof.

By Order of the Board of Trustees

Alan R. Dynner Secretary

August 29, 2006 Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of the Fund avoid the necessity and additional expense to the Fund of further solicitations by promptly returning the enclosed proxy. The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience.

EATON VANCE ENHANCED EQUITY INCOME FUND II

The Eaton Vance Building 255 State Street Boston, Massachusetts 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meeting of Shareholders of Eaton Vance Enhanced Equity Income Fund II (the ‘‘Fund’’), to be held October 13, 2006, for the benefit of shareholders who do not expect to be present at the meeting. This proxy is solicited on behalf of the Board of Trustees of the Fund, and is revocable by the person giving it prior to exercise by a signed writing filed with the Fund’s Secretary, or by executing and delivering a later dated proxy, or by attending the meeting and voting the shares in person. Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named as attorneys, or any of them, to vote in favor of the election of each Trustee. This proxy material is being mailed to shareholders on or about August 29, 2006.

The Board of Trustees of the Fund has fixed the close of business on August 17, 2006 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders at the close of business on the record date will be entitled to one vote for each share held. As of August 17, 2006, there were 47,472,742 Common Shares of beneficial interest, $.01 par value per share of the Fund outstanding. As of such date, to the Fund’s knowledge, (i) no shareholder beneficially owned more than 5% of the outstanding shares of the Fund; and (ii) the Trustees and executive officers of the Fund, individually and as a group, beneficially owned less than 1% of the outstanding shares of the Fund.

The Board of Trustees of the Fund knows of no business other than that mentioned in Item 1 of the Notice of Meeting will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as attorneys in the enclosed proxy to vote the proxies in accordance with their judgment on such matters.

PROPOSAL 1. ELECTION OF TRUSTEES

The Fund’s Agreement and Declaration of Trust provides that a majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen. The Board has currently fixed the number of Trustees at eight. The Fund’s Agreement and Declaration of Trust further provides that the Board of Trustees shall be divided into three classes. The term of office of the Class II Trustees expires on the date of the 2006 Annual Meeting, and the term of office of the Class III and Class I Trustees will expire one and two years thereafter, respectively. Only nominees for Class II Trustee are currently proposed for election. Trustees chosen to succeed the Trustees whose terms are expiring will be elected for a three-year term. An effect of staggered terms is to limit the ability of entities or persons to acquire control of the Fund.

Proxies will be voted for the election of the following Class II Trustee nominees: William H. Park and Ronald A. Pearlman. Each nominee is currently serving as a Trustee and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying Proxy will be voted for such other person or persons as the Board of Trustees may recommend. No nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to the Fund.

The Class III Trustees serving until the 2007 Annual Meeting are Norton H. Reamer, Lynn A. Stout and Ralph F. Verni. The Class I Trustees serving until the 2008 Annual Meeting are Benjamin C. Esty, James B. Hawkes and Samuel L. Hayes, III.

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The nominees for Class II Trustee and the Fund’s current Class I and Class III Trustees and their principal occupations for at least the last five years are as described below.

TRUSTEES
				Number of
		Term of		Portfolios
		Office and		in Fund	Other
	Position(s)	Length
of		Complex	Directorships
	Held with	Time	Principal Occupations	Overseen	Held by
Name, Address and
Age (1)	Fund	Served	During Past Five Years	by Trustee (2)	Trustee
CLASS II TRUSTEES NOMINATED FOR
ELECTION
Noninterested Trustees
William H. Park DOB: 9/19/47	Class II Trustee	Until 2006. 3
years. Trustee since 2004.	Vice Chairman, Commercial Indus trial Finance Corp.(specialty finance
company) (since 2005). Formerly, President and
Chief Executive Officer, Prizm
Capital Management, LLC (investment
man agement firm) (2002-2005). For merly, Executive Vice President and
Chief Financial Officer, United Asset Management
Corporation (a holding company owning
institu tional investment management firms) (1982-2001).	166	None
Ronald A. Pearlman DOB: 7/10/40	Class II Trustee	Until 2006. 3
years. Trustee since 2004.	Professor of Law, Georgetown Uni versity Law Center.	166	None
CLASS I AND CLASS III
TRUSTEES
Interested Trustee
James B. Hawkes DOB: 11/9/41	Vice President and Class I Trustee	Until 2008. 3
years. Trustee since 2004.	Chairman, President and Chief Executive Officer of Eaton Vance Corp.
(‘‘EVC’’), Boston Management and Research
(‘‘BMR’’), Eaton Vance Management (‘‘EVM’’
or ‘‘Eaton Vance’’) and Eaton
Vance, Inc. (‘‘EV’’); Director of EV; Vice President and Director of Eaton Vance Distributors, Inc. (‘‘EVD’’). Trustee and/or officer of 166 regis tered
investment companies in the Eaton Vance Fund
Complex.	166	Director of Eaton Vance Corp.
Noninterested Trustees
Benjamin C. Esty DOB: 1/2/63	Class I Trustee	Until 2008. 3
years. Trustee since 2005.	Roy and Elizabeth Simmons Profes sor
of Business Administration, Harvard University
Graduate School of Business
Administration (since 2003). Formerly,
Associate Professor, Harvard University
Grad uate School of Business Adminis tration (2000-2003).	166	None
Samuel L. Hayes, III DOB: 2/23/35	Chairman of
the Board and Class I Trustee	Until 2008. 3
years. Trustee since 2004; Chairman since 2005.	Jacob H. Schiff Professor of Invest ment Banking Emeritus, Harvard University
Graduate School of Busi ness Administration. Director
of Yakima Products, Inc. (manufac turer of automotive accessories) (since 2001)
and Director of Telect, Inc. telecommunication
services company).	166	Director of Tiffany & Co. (specialty retailer)
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				Number of
		Term of		Portfolios
		Office and		in Fund	Other
	Position(s)	Length of		Complex	Directorships
	Held with	Time	Principal Occupations	Overseen	Held by
Name, Address and
Age (1)	Fund	Served	During Past Five Years	by Trustee (2)	Trustee
Norton H. Reamer DOB: 9/21/35	Class III Trustee	Until 2007. 3
years. Trustee since 2004.	President, Chief Executive Officer and a Director of Asset Manage ment Finance
Corp. (a specialty finance company serving the
invest ment management industry)
(since October 2003). President,
Unicorn Corporation (an investment
and financial advisory services com pany) (since September 2000). For merly,
Chairman and Chief Operating Officer, Hellman,
Jordan Management Co., Inc. (an
invest ment management company) (2000- 2003). Formerly, Advisory Director of
Berkshire Capital Corporation (investment banking
firm) (2002- 2003).	166	None
Lynn A. Stout DOB: 9/14/57	Class III Trustee	Until 2007. 3
years. Trustee since 2004.	Professor of Law, University of
Cal ifornia at Los Angeles, School
of Law (since July 2001). Formerly, Professor of Law, Georgetown Uni versity
Law Center.	166	None
Ralph F. Verni DOB: 1/26/43	Class III Trustee	Until 2007. 3
years. Trustee since 2005.	Consultant and private investor.	166	None

| (1) | The business address of each Trustee is The
Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109. |
| --- | --- |
| (2) | Includes both master and feeder funds in
master-feeder structure. |

Interested Trustee

James B. Hawkes is an ‘‘interested person’’ (as defined in the Investment Company Act of 1940 (the ‘‘1940 Act’’)) by reason of his affiliations with EVM, the Fund’s investment adviser, and EVC, a publicly-held holding company, which owns all the outstanding shares of EVM and of EVM’s trustee, EV. (EVM, EVC, and their affiliates are sometimes referred to collectively as the ‘‘Eaton Vance Organization’’.) Mr. Hawkes holds a position with other Eaton Vance affiliates that is comparable to his position with Eaton Vance listed above.

Board Meetings and Committees

The Fund has not completed a full fiscal year. During the Fund’s fiscal period from January 31, 2005 (commencement of operations) through December 31, 2005, the Trustees of the Fund met nine times. The Board of Trustees has three formal standing committees, an Audit Committee, a Special Committee and a Governance Committee. The Audit Committee met four times, the Special Committee met eight times and the Governance Committee met six times during such period. Each Trustee attended at least 75% of the Board and Committee meetings on which he or she serves. None of the Trustees attended the 2005 Annual Meeting of Shareholders.

The Audit, Special and Governance Committees of the Board of Trustees of the Fund are each comprised of Trustees who are not ‘‘interested persons’’ as that term is defined under the 1940 Act (‘‘Independent Trustees’’). The respective duties and responsibilities of these Committees remain under the continuing review of the Governance Committee and the Board.

Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout serve on the Audit Committee of the Board of Trustees of the Fund, such Audit Committee being established in accordance with Section

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3(a)(58)(A) of the Securities Exchange Act of 1934. Each Audit Committee member is independent under applicable listing standards of the New York Stock Exchange. The purposes of the Audit Committee are to (i) oversee the Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent auditors and the audit partner in charge of leading the audit; and (vi) prepare such Audit Committee reports consistent with the requirements of Rule 306 of Regulation S-K for inclusion in the proxy statement for the Annual Meeting of Shareholders of the Fund. The Fund’s Board of Trustees has adopted a written charter for its Audit Committee, a copy of which, without appendices, is attached as Exhibit A. The Audit Committee’s Report is set forth below under ‘‘Additional Information’’. The Board of Trustees of the Fund has designated Messrs. Park, Hayes and Reamer as the Fund’s Audit Committee financial experts.

Messrs. Hayes (Chair), Esty, Park, Pearlman and Reamer serve on the Special Committee of the Board of Trustees of the Fund. The purposes of the Special Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services (if any) and administrative services; (ii) any and all other matters in which any of the Fund’s service providers (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders; and (iii) any other matter appropriate for review by the Independent Trustees, unless the matter is within the responsibilities of the Audit Committee or the Governance Committee of the Fund.

Ms. Stout (Chair) and Messrs. Esty, Hayes, Park, Pearlman, Reamer and Verni serve on the Governance Committee of the Board of Trustees of the Fund. Each Governance Committee member is independent under applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomination and selection of Independent Trustees and a Chairperson of the Board and the compensation of Independent Trustees.

The Fund’s Board of Trustees has adopted a written charter for its Governance Committee, a copy of which is attached as Exhibit B but is not available on the Fund’s website. The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Fund who submit recommendations in accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as a candidate to fill any vacancy an individual recommended by management of the Fund, unless the Governance Committee has invited management to make such a recommendation. The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for Independent Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee if selected for the position, and is received in a sufficiently timely manner. The Governance Committee’s procedures for identifying and evaluating candidates for the position of Independent Trustee, including the procedures to be followed by shareholders of the Fund wishing to recommend such candidates for consideration by the Governance Committee and the qual-ifications the Governance Committee will consider, are set forth in Appendix A to the Committee’s charter.

Communications with the Board

Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Board, the Chairperson of any of the Audit Committee, Special Com-

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mittee or Governance Committee or to the Independent Trustees as a group, at the following address: The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, - the Secretary of the Fund.

Share Ownership by Trustee

The following table shows the dollar range of shares beneficially owned in the Fund and in all Eaton Vance funds by each Trustee:

| | Dollar Range of | Aggregate Dollar Range of
Equity — Securities in all Eaton
Vance |
| --- | --- | --- |
| Name of Trustee | Fund Shares Held† | Funds Overseen by
Trustee† |
| Interested Trustee | | |
| James B. Hawkes | None | Over $100,000 |
| Noninterested Trustees | | |
| Benjamin C. Esty | None | Over $100,000 |
| Samuel L. Hayes, III | None | Over $100,000 |
| William H. Park | None | Over $100,000 |
| Ronald A. Pearlman | None | Over $100,000 |
| Norton H. Reamer | None | Over $100,000 |
| Lynn A. Stout | None | Over $100,000 |
| Ralph F. Verni | None | Over $100,000* |

| * Includes shares which may be deemed to be beneficially owned
through the Trustee Deferred Compensation Plan. |
| --- |
| † Figures are as of August 17, 2006. |

Remuneration of Trustees

The fees and expenses of those Trustees of the Fund who are not members of the Eaton Vance Organization will be paid by the Fund. For the fiscal period from January 31, 2005 (commencement of operations) through December 31, 2005, the noninterested Trustees of the Fund earned the compensation set forth below in their capacities as Trustees of the Fund. For the calendar year ended December 31, 2005, the Trustees earned the compensation set forth below in their capacities as Trustees of the funds in the Eaton Vance fund complex (1) :

	Aggregate	Total — Compensation
	Compensation	From Fund and
Name of Trustee	from Fund	Fund
Complex (1)
Benjamin C. Esty (1)	$2,687	$180,000
Samuel L. Hayes, III	4,020	271,248
William H. Park	2,463 (2)	180,000 (5)
Ronald A. Pearlman	2,503	180,000
Norton H. Reamer	2,584	190,000
Lynn A. Stout	2,600 (3)	190,000 (6)
Ralph F. Verni (1)	2,687 (4)	180,000 (7)

| (1) | As of August 17, 2006, the Eaton Vance fund
complex consisted of 166 registered investment companies or series
thereof. Messrs. Esty and Verni were elected Trustees on April 29, 2005,
and thus the compensation figures listed for the Fund and Fund Complex
reflect amounts they would have received if they had been Trustees for the
full calendar year. |
| --- | --- |
| (2) | Includes $2,463 of deferred
compensation. |
| (3) | Includes $725 of deferred
compensation. |
| (4) | Includes $1,529 of deferred
compensation. |
| (5) | Includes $141,806 of deferred
compensation. |
| (6) | Includes $45,000 of deferred
compensation. |
| (7) | Includes $60,000 of deferred
compensation. |

Trustees of the Fund who are not affiliated with Eaton Vance may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the ‘‘Trustees’ Plan’’). Under the Trustees’ Plan, an eligible Trustee may elect to have his or her deferred fees invested by the Fund in the shares of one or more funds in the Eaton Vance Fund Complex, and the amount paid to the Trustees under the Trustees’ Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Trustees’ Plan will have a negligible effect on the Fund’s assets, liabilities, and net income per share, and will not obligate the Fund to retain the services of any Trustee or obligate the Fund to pay any particular level of compensation to the Trustee. The Fund does not have a retirement plan for its Trustees.

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The Board of Trustees recommends that shareholders vote FOR the election of the two Class II Trustee nominees.

NOTICE TO BANKS AND BROKER/DEALERS

The Fund has previously solicited all Nominee and Broker/Dealer accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for beneficial owners, please forward such requests to PFPC Inc., P.O. Box 43027, Providence, RI 02940-3027.

ADDITIONAL INFORMATION

Audit Committee Report

The Fund’s Audit Committee reviewed and discussed the audited financial statements with Fund management. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as modified or supplemented. The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as modified or supplemented, and discussed with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the audited financial statements be included in the Fund’s annual report to shareholders for the fiscal period ended December 31, 2005 for filing with the Securities and Exchange Commission. As mentioned, the Audit Committee is comprised of Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout.

Auditors, Audit Fees and All Other Fees. Deloitte & Touche LLP (‘‘Deloitte’’), 200 Berkeley Street, Boston, Massachusetts 02116, serves as the independent registered public accounting firm of the Fund. Deloitte is expected to be present at the Annual Meeting, but if not, a representative will be available by telephone should the need for consultation arise. Representatives of Deloitte will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following table presents the aggregate fees billed to the Fund for the Fund’s initial fiscal period ended December 31, 2005 by the Fund’s independent registered public accounting firm for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by the independent registered public accounting firm during this period.

| Fiscal
Period Ended | 12/31/05* |
| --- | --- |
| Audit
Fees | $38,150 |
| Audit-Related
Fees (1) | 15,000 |
| Tax
Fees (2) | 15,750 |
| All Other
Fees (3) | — |
| Total | $68,900 |

| ( * ) For the
period from the Fund’s commencement of operations on January 31, 2005 to
December 31, 2005. |
| --- |
| (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 the Fund’s
financial statements and are not reported under the category of audit
fees and specifically include fees related to the initial organization of
the Fund. |

No services described in the table above were approved by the Fund’s Audit Committee pursuant to the ‘‘de minimis exception’’ set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

The Fund’s Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the ‘‘Pre-Approval Pol-

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icies’’). 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 Fund’s Audit Committee at least annually. The Fund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of the Fund’s independent registered public accounting firm.

The following table presents (i) the aggregate non-audit fees ( i.e. , fees for audit-related, tax, and other services) billed for services rendered to the Fund by the Fund’s independent registered public accounting firm for the Fund’s initial fiscal period from January 31, 2005 (commencement of operations) to December 31, 2005; and (ii) the aggregate non-audit fees ( i.e. , fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance Organization by the Fund’s independent registered public accounting firm for the Fund’s initial fiscal period from January 31, 2005 (commencement of operations) to December 31, 2005.

Fiscal Period Ended	12/31/05*
Fund	$
30,750
Eaton Vance (1)	$179,500

| ( * ) For the period from the Fund’s commencement of
operations on January 31, 2005 to December 31, 2005. |
| --- |
| (1) The Fund’s investment adviser, as
well as any of its affiliates that provide ongoing services to the Fund,
are |
| subsidiaries of Eaton Vance Corp. |

The Fund’s Audit Committee has considered whether the provision by the Fund’s independent registered public accounting firm of non-audit services to the Fund’s investment adviser, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.

Officers of the Fund

The officers of the Fund and their length of service are set forth below. The officers of the Fund hold indefinite terms of office. Because of their positions with Eaton Vance and their ownership of EVC stock, the officers of the Fund will benefit from the advisory fees paid by the Fund to Eaton Vance. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.

	Position(s)	Term of — Office and
	Held	Length of	Principal
Occupations
Name, Address and
Age (1)	with Fund	Time Served	During Past Five
Years (2)
Duncan W. Richardson DOB: 10/26/57	President and Chief
Execu tive Officer	Since 2004	Executive Vice President and Chief Equity
Investment Officer of EVC, Eaton Vance and
BMR. Officer of 54 registered investment
companies managed by Eaton Vance or
BMR.
Thomas E. Faust Jr. DOB: 5/31/58	Vice President	Since 2004	President of EVC, Eaton Vance, BMR and EV,
and Direc- tor of EVC. Chief Investment Officer
of EVC, Eaton Vance and BMR. Officer of 68
registered investment companies and 5
private investment companies man- aged by
Eaton Vance or BMR.
Lewis R. Piantedosi DOB: 8/10/65	Vice President	Since 2004	Vice President of Eaton Vance and BMR.
Officer of 5 registered investment
companies managed by Eaton Vance or
BMR.
Walter A. Row, III DOB: 7/20/57	Vice President	Since 2004	Director of Equity Research and a Vice
President of Eaton Vance and BMR. Officer
of 32 registered invest- ment companies
managed by Eaton Vance or BMR.
7

	Position(s)	Term of — Office and
	Held	Length of	Principal
Occupations
Name, Address and
Age (1)	with Fund	Time Served	During Past Five
Years (2)
Barbara E.
Campbell DOB: 6/19/57	Treasurer	Since 2005*	Vice President of Eaton Vance and BMR.
Officer of 166 registered investment
companies managed by Eaton Vance or
BMR.
Alan R. Dynner DOB: 10/10/40	Secretary	Since 2004	Vice President, Secretary and Chief Legal
Officer of Eaton Vance, BMR, EVD, EV and
EVC. Officer of 166 registered investment
companies managed by Eaton Vance or
BMR.
Paul M. O’Neil DOB: 7/11/53	Chief Compli- ance Officer	Since 2004	Vice President of Eaton Vance and BMR.
Officer of 166 registered investment
companies managed by Eaton Vance or
BMR.

| (1) The business address of each
officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. |
| --- |
| (2) Includes both master and feeder
funds in master-feeder structure. |
| * Prior to becoming Treasurer of the Fund, Ms. Campbell served as
Assistant Treasurer since 2004. |

Investment Adviser and Administrator

Eaton Vance Management, with its principal office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, serves as the investment adviser and administrator to the Fund. Rampart Investment Management Company, Inc. (‘‘Rampart Investment Management’’) serves as the sub-adviser to the Fund. The business address of Rampart Investment Management is One International Place, Boston, Massachusetts 02110.

Proxy Solicitation and Tabulation

The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board of Trustees of the Fund will be borne by the Fund. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of the Fund, by personnel of its administrator, Eaton Vance, by the transfer agent, PFPC Inc., or by broker-dealer firms. The expenses associated with the solicitation of these proxies and with any further proxies which may be solicited by the Fund’s officers, by Eaton Vance personnel, by PFPC Inc., or by broker-dealer firms, in person, or by telephone or by facsimile will be borne by the Fund. A written proxy may be delivered to the Fund or its transfer agent prior to the meeting by facsimile machine, graphic communication equipment or similar electronic transmission. The Fund will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $121,500.

All proxy cards solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the meeting, and which are not revoked, will be voted at the meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on the proxy card with respect to Proposal 1, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the meeting but which have not been voted, will assist the Fund in obtaining a quorum, but will have no effect on the outcome of Proposal 1.

In the event that a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes by the shareholders of the Fund in favor of the Proposal set forth in the Notice of this meeting are not received by October 13, 2006, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares present in person or by proxy at the session of the meeting to be adjourned. The persons named as attorneys in the enclosed proxy will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made. They will vote

8

against any such adjournment those proxies required to be voted against such Proposal. The costs of any such additional solicitation and of any adjourned session will be borne by the Fund. If any of the nominees are not elected by shareholders, the current Trustees may consider other courses of action.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the copies of the forms received by the Fund, all of the Trustees and officers of the Fund, EVM and its affiliates, Rampart Investment Management and any person who owns more than ten percent of the Fund’s outstanding securities have made all filings required under Section 16(a) of the Securities Exchange Act of 1934 regarding ownership of shares of the Fund for the Fund’s initial fiscal period from January 31, 2005 (commencement of operations) to December 31, 2005.

The Fund will furnish without charge a copy of its most recent Annual and Semiannual Reports to any shareholder upon request. Shareholders desiring to obtain a copy of such report should write to the Fund - PFPC Inc., P.O. Box 43027, Providence, RI 02940-3027, or call 1-800-331-1710.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Fund’s 2007 Annual Meeting of Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received at the Fund’s principal office - the Secretary of the Fund no later than May 1, 2007. Written notice of a shareholder proposal submitted outside of the processes of Rule 14a-8 must be delivered to the Fund’s principal office - the Secretary of the Fund no later than July 17, 2007 and no earlier than June 16, 2007. In order to be included in the Fund’s proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.

EATON VANCE ENHANCED EQUITY INCOME FUND II

August 29, 2006

9

EXHIBIT A EATON VANCE FUNDS AUDIT COMMITTEE CHARTER

| I. | Composition of the Audit Committee . The Audit
Committee of each registered investment com- pany sponsored by Eaton Vance
Management (each a ‘‘Fund’’) shall be comprised of at least three Trustees
of the Board. All members of the Audit Committee shall be Trustees who are
not ‘‘inter- ested persons’’ (as defined under the Investment Company Act
of 1940, as amended) of any Fund or of the investment adviser or
sub-adviser of any Fund (each, an ‘‘Independent Trustee’’ and
collectively, the ‘‘Independent Trustees’’). The members of the Audit
Committee shall consist of the Chairperson of the Board of Trustees and
such other Independent Trustees as may be appointed by the Board, which
shall also determine the number and term of such members. Each member of
the Audit Committee shall have been determined by the Board of Trustees to
have no material relationship that would interfere with the exercise of
his or her independent judgment. | |
| --- | --- | --- |
| | No member of the Audit Committee shall receive any
compensation from a Fund except compen- sation for service as a member or
Chairperson of the Board of Trustees or of a committee of the Board. Each
member of the Audit Committee shall also satisfy the applicable Audit
Committee membership requirements imposed under the rules of the American
Stock Exchange and New York Stock Exchange (and any other national
securities exchange on which a Fund’s shares are listed), as in effect
from time to time, including with respect to the member’s former
affiliations or employment and financial literacy. At least one member of
the Audit Committee must have the accounting or related financial
management expertise and financial sophistication required under
applicable rules of the American Stock Exchange and New York Stock
Exchange. Unless it deter- mines that no member of the Audit Committee
qualifies as an audit committee financial expert as defined in Item 3 of
Form N-CSR, the Board of Trustees will identify one (or in its discretion,
more than one) member of the Audit Committee as an audit committee
financial expert. A Chair- person of the Audit Committee shall be
appointed by the Board of Trustees on the recommen- dation of the
Governance Committee. | |
| II. | Purposes of the Audit Committee . The purposes of
the Audit Committee are to: | |
| | 1. | oversee
each Fund’s accounting and financial reporting processes, its internal
control over financial reporting, and, as appropriate, the internal
control over financial reporting of certain service providers; |
| | 2. | oversee
or, as appropriate, assist Board oversight of the quality and integrity of
the Funds’ financial statements and the independent audit thereof; |
| | 3. | oversee,
or, as appropriate, assist Board oversight of, the Funds’ compliance with
legal and regulatory requirements that relate to the Funds’ accounting and
financial reporting, internal control over financial reporting and
independent audits; |
| | 4. | approve
prior to appointment the engagement and, when appropriate, replacement of
the independent registered public accountants (‘‘independent auditors’’),
and, if applicable, nominate independent auditors to be proposed for
shareholder ratification in any proxy statement of a Fund; |
| | 5. | evaluate
the qualifications, independence and performance of the independent
auditors and the audit partner in charge of leading the audit; and |
| | 6. | prepare
such audit committee reports consistent with the requirements of Rule 306
of Regulation S-K for inclusion in the proxy statement for the annual
meeting of shareholders of a Fund. |

A-1

| III. | The primary function of the Audit Committee is oversight.
The Committee is not responsible for managing the Funds or for performing
tasks that are delegated to the officers of any Fund, any investment
adviser to a Fund, the custodian of a Fund, and other service providers
for the Funds, and nothing in this charter shall be construed to reduce
the responsibilities or liabilities of man- agement or the Funds’ service
providers, including the independent auditors. It is management’s
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting. Specifically, management is responsible
for: (1) the preparation, presentation and integ- rity of the financial
statements of each Fund; (2) the maintenance of appropriate accounting and
financial reporting principles and policies; and (3) the maintenance of
internal control over finan- cial reporting and other procedures designed
to assure compliance with accounting standards and related laws and
regulations. The independent auditors are responsible for planning and
carrying out an audit consistent with applicable legal and professional
standards and the terms of their engagement letter, and shall report
directly to the Audit Committee. In performing its oversight function, the
Committee shall be entitled to rely upon advice and information that it
receives in its discussions and communications with management, the
independent auditors and such experts, advisors and professionals as may
be consulted by the Committee. — Meetings of the Audit Committee . Meetings of the
Audit Committee shall be held at such times (but not less frequently than
annually), at such places and for such purposes (consistent with the
purposes set forth in this charter) as determined from time to time by the
Board of Trustees, the Chairperson of the Board of Trustees, the Committee
or the Chairperson of the Committee. The Audit Committee shall set its
agenda and the places and times of its meetings. The Audit Com- mittee may
meet alone and outside the presence of management personnel with any
auditor of a Fund, and shall periodically meet separately with management,
with internal auditors (or other personnel responsible for internal
control of financial reporting), with any independent auditors rendering
reports to the Audit Committee or the Board of Trustees and with legal
counsel. A majority of the members of the Audit Committee shall constitute
a quorum for the transaction of business at any meeting, and the decision
of a majority of the members present and voting shall determine any matter
submitted to a vote. The Audit Committee may adopt such procedures or
rules as it deems appropriate to govern its conduct under this
charter. | |
| --- | --- | --- |
| IV. | Duties and Powers of the Audit Committee . To carry
out its purposes, the Audit Committee shall have the following duties and
powers with respect to each Fund: | |
| | 1. | To meet to
review and discuss with management and the independent auditors the
audited financial statements and other periodic financial statements of
the Fund (including the Fund’s specific disclosures under the item
‘‘Management’s Discussion of Fund Performance’’). |
| | 2. | To
consider the results of the examination of the Fund’s financial statements
by the inde- pendent auditors, the independent auditors’ opinion with
respect thereto, and any man- agement letter issued by the independent
auditors. |
| | 3. | To review
and discuss with the independent auditors: (a) the scope of audits and
audit reports and the policies relating to internal auditing procedures
and controls and the accounting principles employed in the Fund’s
financial reports and any proposed changes therein; (b) the personnel,
staffing, qualifications and experience of the independent audi- tors; and
(c) the compensation of the independent auditors. |
| | 4. | To review
and assess the performance of the independent auditors and to approve, on
behalf of the Board of Trustees, the appointment and compensation of the
independent auditors. Approval by the Audit Committee shall be in addition
to any approval required under applicable law by a majority of the members
of the Board of Trustees who are not ‘‘interested persons’’ of the Fund as
defined in Section 2(a)(19) of the 1940 Act. In per- forming this
function, the Committee shall: (a) consider whether there should be a
regular rotation of the Fund’s independent auditing firm; (b) discuss with
the independent audi- |

A-2

| | tors matters bearing upon the
qualifications of such auditors as ‘‘independent’’ under appli- cable
standards of independence established from time to time by the Securities
and Exchange Commission (‘‘SEC’’), the Public Company Accounting Oversight
Board and other regulatory authorities; and (c) shall secure from the
independent auditors the infor- mation required by Independence Standards
Board Standard No. 1, Independence Dis- cussions with Audit Committees, as
in effect from time to time. The Audit Committee shall actively engage in
a dialogue with the independent auditors with respect to any disclosed
relationships or services that may impact the objectivity and independence
of the independent auditors. |
| --- | --- |
| 5. | To pre-approve: (a) audit and non-audit
services provided by the independent auditors to the Fund; and (b)
non-audit services provided by the independent auditors to the adviser or
any other entity controlling, controlled by or under common control with
the adviser that provides on-going services to the Fund (‘‘Adviser
Affiliates’’) if the engagement of the independent auditors relates
directly to the operations and financial reporting of the Fund, as
contemplated by the Sarbanes-Oxley Act of 2002 (the ‘‘Sarbanes-Oxley
Act’’) and the rules issued by the SEC in connection therewith (except, in
the case of non-audit services provided to the Fund or any Adviser
Affiliate, those within applicable de minimis stat- utory or regulatory exceptions), and to
consider the possible effect of providing such services on the
independence of the independent auditors. |
| 6. | To adopt, to the extent deemed appropriate
by the Audit Committee, policies and pro- cedures for pre-approval of the
audit or non-audit services referred to above, including policies and
procedures by which the Audit Committee may delegate to one or more of its
members authority to grant such pre-approval on behalf of the Audit
Committee (sub- ject to subsequent reporting to the Audit Committee). The
Audit Committee hereby del- egates to each of its members the authority to
pre-approve any non-audit services referred to above between meetings of
the Audit Committee, provided that: (i) all reasonable efforts shall be
made to obtain such pre-approval from the Chairperson of the Committee
prior to seeking such pre-approval from any other member of the Committee;
and (ii) all such pre-approvals shall be reported to the Audit Committee
not later than the next meeting thereof. |
| 7. | To consider the controls implemented by the
independent auditors and any measures taken by management to ensure that
all items requiring pre-approval by the Audit Com- mittee are identified
and referred to the Audit Committee in a timely fashion. |
| 8. | To receive at least annually and prior to
the filing with the SEC of the independent audi- tors’ report on the
Fund’s financial statements, a report from such independent auditors of:
(i) all critical accounting policies and practices used by the Fund (or,
in connection with any update, any changes in such accounting policies and
practices), (ii) all material alternative accounting treatments within
GAAP that have been discussed with manage- ment since the last annual
report or update, including the ramifications of the use of the
alternative treatments and the treatment preferred by the accounting firm,
(iii) other mate- rial written communications between the independent
auditors and the management of the Fund since the last annual report or
update, (iv) a description of all non-audit services provided, including
fees associated with the services, to any fund complex of which the Fund
is a part since the last annual report or update that was not subject to
the pre- approval requirements as discussed above; and (v) any other
matters of concern relating to the Fund’s financial statements, including
any uncorrected misstatements (or audit differences) whose effects
management believes are immaterial, both individually and in aggregate, to
the financial statements taken as a whole. If this information is not com-
municated to the Committee within 90 days prior to the audit report’s
filing with the SEC, the independent auditors will be required to provide
an update, in the 90 day period prior to the filing, of any changes to the
previously reported information. |

A-3

| 9. | To review and discuss with the independent
auditors the matters required to be com- municated with respect to the
Fund pursuant to Statement on Auditing Standards (SAS) No. 61
‘‘Communication With Audit Committees,’’ as in effect from time to time,
and to receive such other communications or reports from the independent
auditors (and man- agement’s responses to such reports or communications)
as may be required under appli- cable listing standards of the national
securities exchanges on which the Fund’s shares are listed, including a
report describing: (1) the internal quality-control procedures of the
independent auditors, any material issues raised by the most recent
internal quality-con- trol review, or peer review, of the independent
auditors, or by any inquiry or investigation by governmental or
professional regulatory authorities, within the preceding five years,
respecting one or more independent audits carried out by the independent
auditors, and any steps taken to deal with any such issues; and (2) all
relationships between the inde- pendent auditors and the Fund and any
other relationships or services that may impact the objectivity and
independence of the independent auditors. To the extent unresolved
disagreements exist between management and the independent auditors
regarding the financial reporting of the Fund, it shall be the
responsibility of the Audit Committee to resolve such
disagreements. |
| --- | --- |
| 10. | To consider and review with the independent
auditors any reports of audit problems or difficulties that may have
arisen in the course of the audit, including any limitations on the scope
of the audit, and management’s response thereto. |
| 11. | To establish hiring policies for employees
or former employees of the independent audi- tors who will serve as
officers or employees of the Fund. |
| 12. | With respect to each Fund the securities of
which are listed on a national securities exchange, to: (a) provide a
recommendation to the Board of Trustees regarding whether the audited
financial statements of the Fund should be included in the annual report
to shareholders of the Fund; and (b) to prepare an audit committee report
consistent with the requirements of Rule 306 of Regulation S-K for
inclusion in the proxy statement for the Fund’s annual meeting of
shareholders. |
| 13. | To discuss generally the Fund’s earnings
releases, as well as financial information and guidance provided to
analysts and rating agencies, in the event a Fund issues any such releases
or provides such information or guidance. Such discussions may include the
types of information to be disclosed and the type of presentation to be
made. The Audit Committee need not discuss in advance each earnings
release or each instance in which earnings guidance may be
provided. |
| 14. | To consider the Fund’s major financial risk
exposures and the steps management has taken to monitor and control such
exposures, including guidelines and policies to govern the process by
which risk assessment and management is undertaken. |
| 15. | To review and report to the Board of
Trustees with respect to any material accounting, tax, valuation, or
record-keeping issues which may affect the Fund, its respective finan-
cial statements or the amount of their dividend or distribution
rates. |
| 16. | To establish procedures for: (a) the
receipt, retention, and treatment of complaints received by the Fund
regarding accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees of the Fund or
its service providers (including its investment advisers, administrators,
principal under- writers and any other provider of accounting related
services to the Fund) of concerns regarding questionable accounting or
auditing matters. The Audit Committee hereby establishes the procedures
set forth in Appendix A hereto with respect to such matters. |

A-4

| | 17. | To direct
and supervise investigations with respect to the following: (a) evidence
of fraud or significant deficiencies in the design or implementation of
internal controls reported to the Committee by the principal executive or
financial officers of the Fund pursuant to the requirements of the
Sarbanes-Oxley Act and related rules; and (b) any other matters within the
scope of this charter, including the integrity of reported facts and
figures, ethical conduct, and appropriate disclosure concerning the
financial statements of the Funds. |
| --- | --- | --- |
| | 18. | To review
and recommend to the Board of Trustees policies and procedures for valuing
portfolio securities of the Fund and to make recommendations to the Board
of Trustees with respect to specific fair value determinations and any
pricing errors involving such portfolio securities. |
| | 19. | To act on
such other matters as may be delegated to the Audit Committee by the Board
of Trustees from time to time. |
| | 20. | To review
the adequacy of this charter and evaluate the Audit Committee’s
performance of its duties and responsibilities hereunder at least
annually, and to make recommen- dations to the Board of Trustees for any
appropriate changes or other action. |
| | 21. | To report
its activities to the Board of Trustees on a regular basis and make such
rec- ommendations with respect to the above and other matters as the Audit
Committee may deem necessary or appropriate. |
| V. | Resources and Authority of the Audit Committee .
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to engage inde-
pendent auditors for special audits, reviews and other procedures and to
retain special counsel and other experts or consultants at the expense of
the Funds. The Audit Committee may determine the appropriate levels of
funding for payment of compensation to such independent auditors, counsel,
experts and consultants, and the ordinary administrative expenses of the
Audit Commit- tee necessary or appropriate in carrying out its duties
under this charter. In fulfilling its duties under this charter, the Audit
Committee shall have direct access to such officers and employees of the
Funds, Eaton Vance Management and any of its affiliated companies and the
Funds’ other services providers as it deems necessary or desirable. | |

A-5

EXHIBIT B EATON VANCE GROUP OF FUNDS GOVERNANCE COMMITTEE CHARTER

| I. | Composition of the Governance Committee . The
Governance Committee of each registered investment company sponsored by
Eaton Vance Management (each a ‘‘Fund’’) shall be comprised of at least
three Trustees of the Board. All members of the Governance Committee shall
be Trust- ees who are not ‘‘interested persons’’ (as defined under the
Investment Company Act of 1940, as amended) of any Fund or of the
investment adviser or sub-adviser of any Fund (each, an ‘‘Inde- pendent
Trustee’’ and collectively, the ‘‘Independent Trustees’’). The members of
the Governance Committee shall consist of the Chairperson of the Board of
Trustees and such other Independent Trustees as may be appointed by the
Board, which shall also determine the number and term of such members. A
Chairperson of the Governance Committee shall be appointed by the Board of
Trustees on the recommendation of the Governance Committee. | |
| --- | --- | --- |
| II. | Purpose of the Governance Committee . The purpose
of the Governance Committee is to con- sider, evaluate and make
recommendations to the Board of Trustees with respect to the structure,
membership and operation of the Board of Trustees and the Committees
thereof, including the nomination and selection of Independent Trustees
and a Chairperson of the Board of Trustees, and the compensation of such
persons. | |
| III. | Meetings of the Governance Committee . Meetings of
the Governance Committee shall be held at such times (but not less
frequently than annually), at such places and for such purposes (con-
sistent with the purposes set forth in this charter) as determined from
time to time by the Board of Trustees, the Chairperson of the Board of
Trustees, the Committee or the Chairperson of the Committee. A majority of
the members of the Governance Committee shall constitute a quorum for
purposes of transacting business at any meeting, and the decision of a
majority of the members present and voting shall determine any matter
submitted to a vote. The Governance Committee may adopt such procedures or
rules as it deems appropriate to govern its conduct under this
charter. | |
| IV. | Duties and Powers of the Governance Committee . To
carry out its purpose, the Governance Committee shall have the following
duties and powers with respect to each Fund: | |
| | 1. | To
consider and adopt procedures for identifying and evaluating candidates
for the posi- tion of Independent Trustee, including the procedures to be
followed by shareholders of the Fund that wish to recommend such
candidates for consideration by the Gover- nance Committee. Such
procedures are set forth on Appendix A hereto. |
| | 2. | To
recommend to the Board of Trustees individuals to be appointed or
nominated for election as Independent Trustees. |
| | 3. | To
recommend to the Board of Trustees from time to time, and in any event at
least every four years, an Independent Trustee to be appointed as
Chairperson of the Board of Trustees, with such duties and powers as are
set forth on Appendix B hereto. |
| | 4. | To
evaluate the Board of Trustees’ performance of its duties and
responsibilities at least annually, which evaluation shall include
consideration of the number of funds on whose boards each Trustee serves,
and to make recommendations to the Board of Trustees for any appropriate
action designed to enhance such performance. |
| | 5. | To review
periodically the compensation of the Trustees and the Chairperson of the
Board of Trustees and to make recommendations to the Board of Trustees for
any appro- priate changes to such compensation. |

B-1

| 6. | To review
at least annually and make recommendations to the Board of Trustees with
respect to the identity, responsibilities, composition and effectiveness
of the various Committees of the Board of Trustees. |
| --- | --- |
| 7. | To review
periodically the Board’s membership, structure and operation, and make
rec- ommendations to the Board of Trustees with respect to these matters,
including the identity of any Trustee to be selected to serve as a
Chairperson of a Committee of the Board. |
| 8. | To review
periodically, and make recommendations with respect to, the allocation of
responsibilities among the various committees established from time to
time by the Board of Trustees. |
| 9. | To review
the adequacy of this charter and evaluate the Governance Committee’s per-
formance of its duties and responsibilities hereunder, and make
recommendations for any appropriate changes or other action to the Board
of Trustees. |
| 10. | To report
its activities to the Board of Trustees on a regular basis and make such
rec- ommendations with respect to the above and other matters as the
Governance Com- mittee may deem necessary or appropriate. |
| | V. Resources and Authority of the Governance Committee . The Governance
Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to engage special counsel,
other experts and consultants, at the expense of the Funds. The Gov-
ernance Committee may determine the appropriate levels of funding for
payment of compensation to such counsel, experts and consultants, and the
ordinary administrative expenses of the Gov- ernance Committee necessary
or appropriate in carrying out its duties under this charter. The
Governance Committee may also make recommendations with respect to making
available edu- cational resources to the Independent Trustees. In
fulfilling its duties under this charter, the Gov- ernance Committee shall
have direct access to such officers and employees of the Funds, Eaton
Vance Management and any of its affiliated companies and the Funds’ other
services providers as it deems necessary or desirable. |

B-2

APPENDIX A EATON VANCE FUNDS PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

| I. | Identification of Candidates. When a
vacancy on the Board of a Fund exists or is anticipated, and such vacancy
is to be filled by an Independent Trustee, the Governance Committee shall
identify candidates by obtaining referrals from such sources as it may
deem appropriate, which may include current Trustees, management of the
Funds, counsel and other advisors to the Trust- ees, and shareholders of a
Fund who submit recommendations in accordance with these proce- dures. In
no event shall the Governance Committee consider as a candidate to fill
any such vacancy an individual recommended by management of the Funds,
unless the Governance Com- mittee has invited management to make such a
recommendation. |
| --- | --- |
| II. | Shareholder Candidates. The Governance
Committee shall, when identifying candidates for the position of
Independent Trustee, consider any such candidate recommended by a
shareholder of a Fund if such recommendation contains (i) sufficient
background information concerning the candidate, including evidence the
candidate is willing to serve as an Independent Trustee if selected for
the position; and (ii) is received in a sufficiently timely manner (and in
any event no later than the date specified for receipt of shareholder
proposals in any applicable proxy statement with respect to a Fund).
Shareholders shall be directed to address any such recommendations in
writing to the attention of the Governance Committee, - the Secretary of the Fund. The Secretary
shall retain copies of any shareholder recommendations which meet the
foregoing requirements for a period of not more than 12 months following
receipt. The Secretary shall have no obligation to acknowledge receipt of
any shareholder recommendations. |
| III. | Evaluation of Candidates. In evaluating a
candidate for a position on the Board of a Fund, including any candidate
recommended by shareholders of the Fund, the Governance Committee shall
consider the following: (i) the candidate’s knowledge in matters relating
to the mutual fund industry; (ii) any experience possessed by the
candidate as a director or senior officer of public companies; (iii) the
candidate’s educational background, (iv) the candidate’s reputation for
high ethical standards and professional integrity; (v) any specific
financial, technical or other expertise possessed by the candidate, and
the extent to which such expertise would complement the Board’s existing
mix of skills, core competencies and qualifications; (vi) the candidate’s
perceived ability to contribute to the ongoing functions of the Board,
including the candidate’s ability and com- mitment to attend meetings
regularly and work collaboratively with other members of the Board; (vii)
the candidate’s ability to qualify as an Independent Trustee for purposes
of the 1940 Act and any other actual or potential conflicts of interest
involving the candidate and the Fund; and (viii) such other factors as the
Governance Committee determines to be relevant in light of the existing
composition of the Board and any anticipated vacancies. Prior to making a
final recommendation to the Board, the Governance Committee shall conduct
personal interviews with those candidates it concludes are the most
qualified candidates. |

B-3

APPENDIX B EATON VANCE FUNDS OFFICE OF CHAIRPERSON OF THE BOARD

| I. | Independent Chairperson of the Board . The
Governance Committee is empowered to recom- mend an Independent Trustee
for appointment by the full Board of Trustees as the Chairperson of the
Board. The power and authority vested in the Chairperson and his or her
status as an Independent Trustee are intended to enhance the ability of
the Trustees to promote the interests of the shareholders of the Funds.
The Chairperson’s role is non-executive in nature, and the Chairperson
shall not be directly responsible for the day-to-day operation or
administration of the Funds, nor for decisions with respect to matters
that would otherwise be within the purview of the Board as a whole or the
Independent Trustees as a group. | |
| --- | --- | --- |
| II. | Duties and Powers of the Chairperson . The
Chairperson of the Board shall have the following duties and powers with
respect to each Fund: | |
| | 1. | To preside
at meetings of the Board of Trustees; and to exercise primary
responsibility with respect to the agenda of such meetings, the topics
discussed, the amount of time spent on each topic and the order in which
topics are addressed. |
| | 2. | To serve
as a member of the Governance, Special and Audit Committees of the Board
of Trustees and to serve as the Chairperson of the Special Committee of
the Board. |
| | 3. | To call
meetings of the Board of Trustees and of any Committee thereof on such
occasions and under such circumstances as the Chairperson may deem
necessary or desirable. |
| | 4. | To serve
as a principal liaison with management and counsel to the Funds with
respect to matters involving the Board of Trustees. |
| | 5. | To have
the power and authority (but not the duty) to preside from time to time at
meetings of the shareholders of the Fund, and to delegate such power and
authority to other Trustees or officers of the Fund, in each case on such
occasions and under such circumstances as may be deemed necessary or
desirable by the Chairperson; provided, however, that in the event that
the Chairperson does not preside at a meeting of share- holders or
delegate such power and authority to another Trustee or officer of the
Fund, the President of the Fund or the President’s designee shall preside
at such meeting. |
| | 6. | To serve
as a point of contact for shareholders and other persons wishing to
communicate with the Independent Trustees or the Board of Trustees. |
| | 7. | To have
and exercise such duties and powers as are typically vested in a ‘‘lead’’
inde- pendent trustee of a mutual fund. |
| | 8. | To have,
exercise and perform such additional duties and powers with respect to the
Fund as from to time may be delegated to the Chairperson by the Board of
Trustees. |
| III. | Term of Appointment . Each appointee to the office
of Chairperson of the Board shall serve in such capacity for a term of
four years or until (i) such appointee’s earlier resignation or removal
from such office by the Board of Trustees upon the recommendation of the
Governance Commit- tee, or (ii) such appointee ceases to be a member of
the Board of Trustees. | |
| IV. | Resources and Authority of the Chairperson . The
Chairperson of the Board shall have the resources and authority
appropriate to discharge the responsibilities of the office, including the
authority to engage, at the expense of the Funds, such advisors, agents,
clerks, employees and counsel as may be deemed necessary or desirable by
the Governance Committee or the Chair- person. The Chairperson, in
consultation with the Governance Committee, may determine the appropriate
levels of funding for payment of compensation to such persons. In
fulfilling his or her responsibilities hereunder, the Chairperson shall
have direct access to such officers and employees of the Funds, Eaton
Vance Management and any of its affiliated companies and the Funds’ other
service providers as he or she deems necessary or desirable. | |
| V. | Ongoing Review by Committee . In establishing the
office of the Chairperson of the Board, the Governance Committee has
sought to implement, in a timely manner, certain governance practices set
forth in final rules of the Securities and Exchange Commission, in respect
of which compliance is required on or before January 16, 2006. The
Committee will continue to monitor the effective- ness of the office of
the Chairperson, and will make, on an ongoing basis, such further changes
to the duties, powers and prerogatives of such office as it may determine
are appropriate to enhance its effectiveness. | |

B-4

EATON VANCE ENHANCED — EQUITY INCOME FUND II		000000000.000	ext
		000000000.000	ext
	000004	000000000.000	ext
MR A SAMPLE		000000000.000	ext
DESIGNATION (IF ANY)		000000000.000	ext
ADD 1	Least Address Line	000000000.000	ext
ADD 2		000000000.000	ext
ADD 3
ADD 4
ADD 5
		C 1234567890	J
N T
	[ ]	Mark this box with an X if you have
made
		changes to your name or address details
above.

Annual Meeting Proxy Card

A Election of Trustees 1. To elect two Trustees of the Fund as follows:

	For	Withhold
01 - William H. Park	[
]	[
]
02 - Ronald A. Pearlman	[
]	[
]

| Mark this box with an X if you have made comments
below. [ ] |
| --- |
| _______ |
| ______ |
| ________ |
| ___________ |

B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

Please sign this proxy exactly as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Signature 1 - Please keep signature within the box	Signature 2 - Please keep signature within the box	Date (mm/dd/yyyy)
[
]	[
]	[
]

0 1 0 4 2 5 1 U P X C O Y

.

Proxy - Eaton Vance Enhanced Equity Income Fund II

Annual Meeting of Shareholders, October 13, 2006 Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of beneficial interest of Eaton Vance Enhanced Equity Income Fund II, a Massachusetts business trust (the “Fund”), hereby appoints DUNCAN W. RICHARDSON, LEWIS R. PIANTEDOSI, WALTER A. ROW, III, BARBARA E. CAMPBELL, and KEVIN M. CONNERTY, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders of the Fund to be held at the principal office of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Friday, October 13, 2006 at 2:00 P.M. (Boston time), and at any and all adjournments or postponements thereof, and to vote all Common Shares of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

| See
Reverse | See
Reverse |
| --- | --- |
| Side | Side |
| CONTINUED AND TO BE SIGNED ON REVERSE
SIDE | |