Edgar Filing: Eaton Vance Enhanced Equity Income Fund II

Eaton Vance Enhanced Equity Income II

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)

Maureen A. Gemma
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

June 30, 2011

Date of Reporting Period

Item 1. Reports to Stockholders


Eaton Vance Enhanced Equity Income Fund II (EOS) Semiannual Report June 30, 2011

Managed Distribution Plan. On March 10, 2009, the Fund received authorization from the Securities and Exchange Commission to distribute long-term capital gains to shareholders more frequently than once per year. In this connection, the Board of Trustees formally approved the implementation of a Managed Distribution Plan (MDP) to make monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share.

The Fund intends to pay monthly cash distributions equal to $0.0922 per share. 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.

With each distribution, the Fund will issue a notice to shareholders and an accompanying press release which will provide detailed information required by the Fund’s exemptive order. The Fund’s Board of Trustees 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.

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.

Semiannual Report June 30, 2011

Eaton Vance
Enhanced Equity Income Fund II

Table of Contents


Performance			2
Fund Profile			3
Endnotes and Additional Disclosures			4
Financial Statements			5
Annual Meeting of Shareholders			18
Board of Trustees’ Contract Approval			19
Officers and Trustees			22
Important Notices			23

Eaton Vance
Enhanced Equity Income Fund II
June 30, 2011

Performance

Portfolio Managers Walter A. Row, III, CFA, CMT; Michael A. Allison, CFA


New York Stock Exchange (NYSE) Symbol
Inception Date (1/31/05)	EOS

% Average Annual Total Returns at net asset value (NAV)

Six Months		5.18
One Year		22.35
Five Years		3.60
Since Inception		4.55
% Average Annual Total Returns at market price, NYSE

Six Months		1.01
One Year		8.57
Five Years		1.61
Since Inception		3.10

% Premium/Discount to NAV (6/30/11)		-8.60


Distributions

Total Distributions per share (12/31/10 — 6/30/11)	$	0.553
Distribution Rate at NAV¹		8.58	%
Distribution Rate at market price¹		9.38	%


Comparative Performance²	% Return

Russell 1000 Growth Index

Six Months		6.83
One Year		35.01
Five Years		5.33
Since Inception (1/31/05)		5.37
CBOE S&P 500 BuyWrite Index

Six Months		2.42
One Year		19.52
Five Years		2.32
Since Inception (1/31/05)		3.32
CBOE NASDAQ-100 BuyWrite Index

Six Months		-0.78
One Year		17.43
Five Years		1.30
Since Inception (1/31/05)		2.05

See Endnotes and Additional Disclosures on page 4.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in NAV or market price (as applicable) with all distributions reinvested. Fund performance at market price will differ from its results at NAV due to factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for Fund shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance less than 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 www.eatonvance.com.

Eaton Vance
Enhanced Equity Income Fund II
June 30, 2011

Fund Profile

Sector Allocation (% of total investments)³

Top 10 Holdings (% of total investments)³


Apple, Inc.			5.5
International Business Machines Corp.			4.2
Exxon Mobil Corp.			3.5
QUALCOMM, Inc.			3.0
Coca-Cola Co. (The)			2.4
Illinois Tool Works, Inc.			2.2
Oracle Corp.			2.1
Amazon.com, Inc.			2.1
Danaher Corp.			2.0
Philip Morris International, Inc.			1.9

Total % of total investments			28.9

See Endnotes and Additional Disclosures on page 4.

Eaton Vance
Enhanced Equity Income Fund II
June 30, 2011

Endnotes and Additional Disclosures


^1.		The Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be comprised of ordinary income, net realized capital gains and return of capital.

^2.		Russell 1000 Growth Index is an unmanaged index of 1,000 U.S. large-cap growth stocks. CBOE S&P 500 BuyWrite Index measures the performance of a hypothetical buy-write strategy on the S&P 500 Index. CBOE NASDAQ-100 BuyWrite Index measures the performance of a theoretical portfolio that owns stocks included in the NASDAQ-100 Index and writes (sells) NASDAQ-100 Index covered call options. Unless otherwise stated, indices do not reflect any applicable sales charges, commissions, leverage, taxes or other expenses of investing. It is not possible to invest directly in an index.

^3.		Depictions do not reflect the Fund’s options positions. Excludes cash and cash equivalents.

Fund profile subject to change due to active management.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Portfolio of Investments (Unaudited)


Common Stocks — 99.8%⁽¹⁾

Security	Shares		Value



Aerospace & Defense — 2.2%

Boeing Co. (The)		56,421	$	4,171,205
United Technologies Corp.		110,273		9,760,263


			$	13,931,468




Air Freight & Logistics — 0.7%

United Parcel Service, Inc., Class B		61,728	$	4,501,823


			$	4,501,823




Auto Components — 1.1%

Johnson Controls, Inc.		169,887	$	7,077,492


			$	7,077,492




Automobiles — 1.1%

Ford Motor Co.⁽²⁾		496,112	$	6,841,384


			$	6,841,384




Beverages — 4.1%

Coca-Cola Co. (The)		230,225	$	15,491,840
PepsiCo, Inc.		146,157		10,293,838


			$	25,785,678




Biotechnology — 1.0%

Celgene Corp.⁽²⁾		100,523	$	6,063,547


			$	6,063,547




Capital Markets — 1.1%

Lazard, Ltd., Class A		111,939	$	4,152,937
Stifel Financial Corp.⁽²⁾		72,228		2,590,096


			$	6,743,033




Chemicals — 2.4%

Air Products and Chemicals, Inc.		45,828	$	4,380,240
Monsanto Co.		145,694		10,568,643


			$	14,948,883




Commercial Banks — 1.5%

KeyCorp		265,905	$	2,214,989
PNC Financial Services Group, Inc.		49,540		2,953,079
Wells Fargo & Co.		145,818		4,091,653


			$	9,259,721




Communications Equipment — 5.6%

Harris Corp.		134,999	$	6,083,055
JDS Uniphase Corp.⁽²⁾		555,062		9,247,333
QUALCOMM, Inc.		331,827		18,844,455
Riverbed Technology, Inc.⁽²⁾		17,714		701,297


			$	34,876,140




Computers & Peripherals — 5.5%

Apple, Inc.⁽²⁾		103,146	$	34,623,018


			$	34,623,018




Construction & Engineering — 2.2%

Fluor Corp.		88,658	$	5,732,627
Shaw Group, Inc. (The)⁽²⁾		273,563		8,264,338


			$	13,996,965




Consumer Finance — 0.9%

American Express Co.		111,832	$	5,781,714


			$	5,781,714




Diversified Financial Services — 1.2%

Moody’s Corp.		189,686	$	7,274,458


			$	7,274,458




Electrical Equipment — 0.8%

Emerson Electric Co.		88,487	$	4,977,394


			$	4,977,394




Electronic Equipment, Instruments & Components — 1.5%

Corning, Inc.		515,012	$	9,347,468


			$	9,347,468




Energy Equipment & Services — 3.7%

Halliburton Co.		84,236	$	4,296,036
Rowan Cos., Inc.⁽²⁾		112,121		4,351,416
Schlumberger, Ltd.		113,844		9,836,122
Tidewater, Inc.		90,635		4,877,069


			$	23,360,643




Food & Staples Retailing — 0.7%

Costco Wholesale Corp.		51,071	$	4,149,008


			$	4,149,008

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Food Products — 1.2%

Green Mountain Coffee Roasters, Inc.⁽²⁾		86,317	$	7,704,655


			$	7,704,655




Health Care Equipment & Supplies — 3.2%

Covidien PLC		91,081	$	4,848,242
St. Jude Medical, Inc.		232,313		11,076,684
Varian Medical Systems, Inc.⁽²⁾		55,522		3,887,650


			$	19,812,576




Health Care Providers & Services — 6.3%

AmerisourceBergen Corp.		222,657	$	9,218,000
Catalyst Health Solutions, Inc.⁽²⁾		57,546		3,212,218
Fresenius Medical Care AG & Co. KGaA ADR		102,452		7,653,164
HCA Holdings, Inc.⁽²⁾		234,050		7,723,650
UnitedHealth Group, Inc.		223,392		11,522,559


			$	39,329,591




Health Care Technology — 0.6%

Allscripts Healthcare Solutions, Inc.⁽²⁾		191,511	$	3,719,144


			$	3,719,144




Hotels, Restaurants & Leisure — 1.8%

McDonald’s Corp.		133,596	$	11,264,815


			$	11,264,815




Household Durables — 1.1%

Tempur-Pedic International, Inc.⁽²⁾		101,530	$	6,885,765


			$	6,885,765




Industrial Conglomerates — 1.1%

General Electric Co.		363,503	$	6,855,667


			$	6,855,667




Insurance — 0.4%

Lincoln National Corp.		100,119	$	2,852,390


			$	2,852,390




Internet & Catalog Retail — 5.0%

Amazon.com, Inc.⁽²⁾		64,262	$	13,140,936
Expedia, Inc.		131,829		3,821,723
Netflix, Inc.⁽²⁾		35,514		9,329,173
Priceline.com, Inc.⁽²⁾		9,596		4,912,480


			$	31,204,312




Internet Software & Services — 3.2%

Google, Inc., Class A⁽²⁾		22,054	$	11,167,705
Rackspace Hosting, Inc.⁽²⁾		15,281		653,110
VeriSign, Inc.		255,772		8,558,131


			$	20,378,946




IT Services — 5.8%

Accenture PLC, Class A		151,646	$	9,162,452
International Business Machines Corp.		156,986		26,930,948


			$	36,093,400




Life Sciences Tools & Services — 0.5%

Thermo Fisher Scientific, Inc.⁽²⁾		49,470	$	3,185,373


			$	3,185,373




Machinery — 4.2%

Danaher Corp.		237,462	$	12,583,111
Illinois Tool Works, Inc.		245,339		13,859,200


			$	26,442,311




Media — 1.2%

IMAX Corp.⁽²⁾		84,555	$	2,742,119
McGraw-Hill Cos., Inc. (The)		108,638		4,553,018


			$	7,295,137




Metals & Mining — 2.2%

Cliffs Natural Resources, Inc.		42,855	$	3,961,945
Freeport-McMoRan Copper & Gold, Inc.		120,826		6,391,696
Goldcorp, Inc.		68,594		3,311,032


			$	13,664,673




Multiline Retail — 1.2%

Macy’s, Inc.		260,308	$	7,611,406


			$	7,611,406




Oil, Gas & Consumable Fuels — 6.7%

Alpha Natural Resources, Inc.⁽²⁾		49,572	$	2,252,552
Apache Corp.		36,697		4,528,043
ConocoPhillips		84,501		6,353,630

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Portfolio of Investments (Unaudited) — continued


Security	Shares		Value


Oil, Gas & Consumable Fuels (continued)


Exxon Mobil Corp.		270,216	$	21,990,178
Peabody Energy Corp.		43,413		2,557,460
Southwestern Energy Co.⁽²⁾		100,022		4,288,943


			$	41,970,806




Personal Products — 1.7%

Estee Lauder Cos., Inc. (The), Class A		99,679	$	10,485,234


			$	10,485,234




Pharmaceuticals — 3.3%

Shire PLC ADR		99,318	$	9,356,749
Teva Pharmaceutical Industries, Ltd. ADR		51,187		2,468,237
Watson Pharmaceuticals, Inc.⁽²⁾		126,679		8,706,648


			$	20,531,634




Road & Rail — 1.1%

Kansas City Southern⁽²⁾		112,904	$	6,698,594


			$	6,698,594




Semiconductors & Semiconductor Equipment — 1.7%

Broadcom Corp., Class A⁽²⁾		57,015	$	1,917,985
Cypress Semiconductor Corp.⁽²⁾		401,143		8,480,163


			$	10,398,148




Software — 3.7%

Microsoft Corp.		375,325	$	9,758,450
Oracle Corp.		406,375		13,373,801


			$	23,132,251




Specialty Retail — 0.8%

TJX Companies, Inc. (The)		94,827	$	4,981,262


			$	4,981,262




Textiles, Apparel & Luxury Goods — 2.1%

NIKE, Inc., Class B		74,809	$	6,731,314
Warnaco Group, Inc. (The)⁽²⁾		118,424		6,187,654


			$	12,918,968




Tobacco — 1.9%

Philip Morris International, Inc.		180,643	$	12,061,533


			$	12,061,533




Wireless Telecommunication Services — 0.5%

American Tower Corp., Class A⁽²⁾		63,487	$	3,322,275


			$	3,322,275



Total Common Stocks
(identified cost $495,992,680)			$	624,340,703




Short-Term Investments — 1.6%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.11%⁽³⁾	$	9,675	$	9,675,059



Total Short-Term Investments
(identified cost $9,675,059)			$	9,675,059



Total Investments — 101.4%
(identified cost $505,667,739)			$	634,015,762


Covered Call Options Written — (1.4)%

	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Accenture PLC, Class A		455	$	57.50		7/16/11	$	(143,325	)
Air Products and Chemicals, Inc.		275		95.00		7/16/11		(48,125	)
Allscripts Healthcare Solutions, Inc.		960		20.00		9/17/11		(84,000	)
Alpha Natural Resources, Inc.		260		47.00		8/20/11		(53,300	)
Amazon.com, Inc.		190		205.00		7/16/11		(77,425	)
American Express Co.		560		52.50		7/16/11		(28,000	)
American Tower Corp., Class A		320		52.50		7/16/11		(23,200	)
AmerisourceBergen Corp.		780		42.00		7/16/11		(21,450	)
Apache Corp.		185		120.00		8/20/11		(121,638	)
Apple, Inc.		325		345.00		7/16/11		(54,762	)
Apple, Inc.		195		330.00		8/20/11		(312,000	)
Boeing Co. (The)		285		77.50		8/20/11		(25,793	)
Broadcom Corp., Class A		345		35.00		7/16/11		(9,660	)
Catalyst Health Solutions, Inc.		290		60.00		8/20/11		(45,675	)
Celgene Corp.		300		60.00		7/16/11		(37,950	)
Celgene Corp.		205		60.00		8/20/11		(49,098	)
Cliffs Natural Resources, Inc.		260		87.50		7/16/11		(148,200	)
Coca-Cola Co. (The)		615		67.50		7/16/11		(35,670	)
ConocoPhillips		510		75.00		7/16/11		(64,515	)
Corning, Inc.		590		20.00		7/16/11		(590	)
Costco Wholesale Corp.		160		82.50		7/16/11		(10,240	)
Covidien PLC		385		55.00		7/16/11		(7,700	)
Cypress Semiconductor Corp.		2,010		21.00		8/20/11		(251,250	)
Danaher Corp.		1,190		52.50		7/16/11		(130,900	)
Emerson Electric Co.		884		55.00		7/16/11		(143,650	)

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Portfolio of Investments (Unaudited) — continued


	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Estee Lauder Cos., Inc. (The), Class A		500	$	100.00		8/20/11	$	(385,000	)
Expedia, Inc.		795		28.00		7/16/11		(103,350	)
Exxon Mobil Corp.		1,355		82.50		7/16/11		(64,363	)
Fluor Corp.		445		65.00		8/20/11		(124,600	)
Ford Motor Co.		2,485		14.00		8/20/11		(129,220	)
Freeport-McMoRan Copper & Gold, Inc.		220		50.00		7/16/11		(73,150	)
Freeport-McMoRan Copper & Gold, Inc.		385		52.00		8/20/11		(126,088	)
Fresenius Medical Care AG & Co. KGaA ADR		515		75.00		8/20/11		(131,325	)
General Electric Co.		1,090		19.00		7/16/11		(545	)
General Electric Co.		730		21.00		8/20/11		(38,325	)
Goldcorp, Inc.		415		52.50		7/16/11		(3,735	)
Google, Inc., Class A		135		550.00		7/16/11		(16,537	)
Green Mountain Coffee Roasters, Inc.		435		80.00		7/16/11		(417,600	)
Halliburton Co.		505		48.00		7/16/11		(166,650	)
HCA Holdings, Inc.		1,405		35.00		7/16/11		(17,563	)
Illinois Tool Works, Inc.		895		57.50		7/16/11		(31,325	)
IMAX Corp.		425		31.00		8/20/11		(133,875	)
International Business Machines Corp.		475		175.00		7/16/11		(21,138	)
International Business Machines Corp.		310		170.00		8/20/11		(147,250	)
JDS Uniphase Corp.		380		20.00		7/16/11		(570	)
JDS Uniphase Corp.		2,395		17.00		8/20/11		(238,303	)
Johnson Controls, Inc.		1,020		39.00		7/16/11		(283,050	)
Kansas City Southern		565		55.00		8/20/11		(305,100	)
Lazard, Ltd., Class A		560		39.00		8/20/11		(43,400	)
Lincoln National Corp.		505		29.00		7/16/11		(18,937	)
Macy’s, Inc.		1,305		29.00		7/16/11		(107,662	)
McDonald’s Corp.		670		82.50		7/16/11		(138,355	)
McGraw-Hill Cos., Inc. (The)		545		41.00		8/20/11		(110,363	)
Microsoft Corp.		1,890		25.00		8/20/11		(261,765	)
Monsanto Co.		1,165		70.00		7/16/11		(335,520	)
Netflix, Inc.		60		255.00		7/16/11		(68,700	)
Netflix, Inc.		120		255.00		8/20/11		(252,000	)
NIKE, Inc., Class B		505		85.00		8/20/11		(316,887	)
Oracle Corp.		1,220		34.00		7/16/11		(15,250	)
Oracle Corp.		815		34.00		9/17/11		(79,055	)
Peabody Energy Corp.		220		60.00		8/20/11		(53,130	)
PepsiCo, Inc.		735		72.50		7/16/11		(6,615	)
Philip Morris International, Inc.		905		70.00		9/17/11		(72,852	)
PNC Financial Services Group, Inc.		300		65.00		8/20/11		(10,050	)
Priceline.com, Inc.		45		530.00		7/16/11		(17,100	)
QUALCOMM, Inc.		1,660		57.50		7/16/11		(92,130	)
Rowan Cos., Inc.		675		41.00		7/16/11		(13,500	)
Schlumberger, Ltd.		685		85.00		7/16/11		(173,990	)
Shire PLC ADR		500		92.50		8/20/11		(212,500	)
Southwestern Energy Co.		500		42.00		8/20/11		(116,500	)
St. Jude Medical, Inc.		1,395		52.50		7/16/11		(10,462	)
Stifel Financial Corp.		435		40.00		7/16/11		(2,175	)
Tempur-Pedic International, Inc.		510		65.00		8/20/11		(303,450	)
Teva Pharmaceutical Industries, Ltd. ADR		310		50.00		7/16/11		(3,875	)
Thermo Fisher Scientific, Inc.		250		65.00		7/16/11		(18,750	)
Tidewater, Inc.		455		55.00		8/20/11		(76,212	)
United Parcel Service, Inc., Class B		265		75.00		7/16/11		(3,843	)
United Technologies Corp.		555		87.50		8/20/11		(169,275	)
UnitedHealth Group, Inc.		1,120		50.00		7/16/11		(221,760	)
Varian Medical Systems, Inc.		335		70.00		7/16/11		(32,662	)
VeriSign, Inc.		1,280		34.00		8/20/11		(126,720	)
Warnaco Group, Inc. (The)		710		55.00		7/16/11		(26,625	)
Watson Pharmaceuticals, Inc.		635		65.00		8/20/11		(295,275	)
Wells Fargo & Co.		730		28.00		8/20/11		(81,030	)



Total Covered Call Options Written
(premiums received $7,650,702)							$	(8,775,153	)



Other Assets, Less Liabilities — 0.0%⁽⁴⁾							$	97,508



Net Assets — 100.0%							$	625,338,117

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


ADR		- American Depositary Receipt


⁽¹⁾		A portion of each applicable common stock for which a written call option is outstanding at June 30, 2011 has been pledged as collateral for such written option.

⁽²⁾		Non-income producing security.

⁽³⁾		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of June 30, 2011.

⁽⁴⁾		Amount is less than 0.05%.

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Statement of Assets and Liabilities (Unaudited)


Assets	June 30, 2011

Unaffiliated investments, at value (identified cost, $495,992,680)	$	624,340,703
Affiliated investment, at value (identified cost, $9,675,059)		9,675,059
Dividends receivable		616,717
Interest receivable from affiliated investment		1,115
Tax reclaims receivable		230,848


Total assets	$	634,864,442





Liabilities

Written options outstanding, at value (premiums received, $7,650,702)	$	8,775,153
Payable to affiliates:
Investment adviser fee		503,190
Trustees’ fees		5,210
Accrued expenses		242,772


Total liabilities	$	9,526,325


Net Assets	$	625,338,117





Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized, 48,492,823 shares issued and outstanding	$	484,928
Additional paid-in capital		685,540,147
Accumulated net realized loss		(162,007,183	)
Accumulated distributions in excess of net investment income		(25,926,586	)
Net unrealized appreciation		127,246,811


Net Assets	$	625,338,117





Net Asset Value

($625,338,117 ¸ 48,492,823 common shares issued and outstanding)	$	12.90

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Statement of Operations (Unaudited)


	Six Months Ended
Investment Income	June 30, 2011

Dividends (net of foreign taxes, $18,744)	$	4,436,254
Interest income allocated from affiliated investment		8,944
Expenses allocated from affiliated investment		(800	)


Total investment income	$	4,444,398





Expenses

Investment adviser fee	$	3,120,687
Trustees’ fees and expenses		10,452
Custodian fee		147,584
Transfer and dividend disbursing agent fees		9,410
Legal and accounting services		34,676
Printing and postage		181,000
Miscellaneous		47,227


Total expenses	$	3,551,036


Deduct —
Reduction of custodian fee	$	41


Total expense reductions	$	41



Net expenses	$	3,550,995



Net investment income	$	893,403





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	29,856,196
Investment transactions allocated from affiliated investment		331
Written options		(5,598,025	)
Foreign currency transactions		2,544


Net realized gain	$	24,261,046


Change in unrealized appreciation (depreciation) —
Investments	$	2,867,707
Written options		2,058,591
Foreign currency		10,654


Net change in unrealized appreciation (depreciation)	$	4,936,952



Net realized and unrealized gain	$	29,197,998



Net increase in net assets from operations	$	30,091,401

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Statements of Changes in Net Assets


	Six Months Ended
	June 30, 2011			Year Ended
Increase (Decrease) in Net Assets	(Unaudited)			December 31, 2010

From operations —
Net investment income	$	893,403		$	3,216,684
Net realized gain from investment transactions, written options and foreign currency transactions		24,261,046			5,506,595
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		4,936,952			49,659,612


Net increase in net assets from operations	$	30,091,401		$	58,382,891


Distributions to shareholders —
From net investment income	$	(26,826,230	)*	$	(3,196,304	)
Tax return of capital		—			(65,063,442	)


Total distributions	$	(26,826,230	)	$	(68,259,746	)


Capital share transactions —
Reinvestment of distributions	$	—		$	3,754,420


Net increase in net assets from capital share transactions	$	—		$	3,754,420



Net increase (decrease) in net assets	$	3,265,171		$	(6,122,435	)





Net Assets

At beginning of period	$	622,072,946		$	628,195,381


At end of period	$	625,338,117		$	622,072,946





Accumulated undistributed (distributions in excess of) net investment income included in net assets

At end of period	$	(25,926,586	)	$	6,241


*		A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Financial Highlights


	Six Months Ended			Year Ended December 31,
	June 30, 2011
	(Unaudited)			2010			2009			2008			2007			2006

Net asset value — Beginning of period	$	12.830		$	13.040		$	12.080		$	19.500		$	19.470		$	19.310





Income (Loss) From Operations

Net investment income⁽¹⁾	$	0.018	⁽²⁾	$	0.067		$	0.083		$	0.066		$	0.012		$	0.200
Net realized and unrealized gain (loss)		0.605			1.135			2.605			(5.758	)		1.746			1.688


Total income (loss) from operations	$	0.623		$	1.202		$	2.688		$	(5.692	)	$	1.758		$	1.888





Less Distributions

From net investment income	$	(0.553	)*	$	(0.066	)	$	(0.082	)	$	(0.030	)	$	(0.001	)	$	(0.347	)
From net realized gain		—			—			—			—			(1.594	)		(1.303	)
Tax return of capital		—			(1.346	)		(1.646	)		(1.698	)		(0.133	)		(0.078	)


Total distributions	$	(0.553	)	$	(1.412	)	$	(1.728	)	$	(1.728	)	$	(1.728	)	$	(1.728	)



Net asset value — End of period	$	12.900		$	12.830		$	13.040		$	12.080		$	19.500		$	19.470



Market value — End of period	$	11.790		$	12.210		$	14.320		$	10.670		$	17.750		$	20.660



Total Investment Return on Net Asset Value⁽³⁾		5.18	%⁽⁴⁾		10.19	%		25.19	%		(30.44	)%		9.52	%⁽⁵⁾		10.34	%



Total Investment Return on Market Value⁽³⁾		1.01	%⁽⁴⁾		(4.51	)%		55.65	%		(32.50	)%		(6.05	)%⁽⁵⁾		26.58	%





Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	625,338		$	622,073		$	628,195		$	578,075		$	931,780		$	927,260
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾		1.14	%⁽⁷⁾		1.13	%		1.15	%		1.10	%		1.09	%		1.06	%⁽⁸⁾
Net investment income		0.29	%⁽²⁾⁽⁷⁾		0.53	%		0.69	%		0.41	%		0.06	%		1.04	%
Portfolio Turnover		40	%⁽⁴⁾		49	%		61	%		141	%		149	%		129	%


⁽¹⁾		Computed using average shares outstanding.
⁽²⁾		Net investment income per share reflects special dividends which amounted to $0.016 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 0.04%.
⁽³⁾		Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.
⁽⁴⁾		Not annualized.
⁽⁵⁾		During the year ended December 31, 2007, the sub-adviser reimbursed the Fund for a realized loss on the disposal of an investment security which did not meet investment guidelines. The loss had no effect on total return.
⁽⁶⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽⁷⁾		Annualized.
⁽⁸⁾		The investment adviser waived a portion of its investment adviser fee (less than 0.01% of average daily net assets for the year ended December 31, 2006).
*		A portion of the distributions may be deemed a tax return of capital at year-end. See Note 2.

See Notes to Financial Statements.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Notes to Financial Statements (Unaudited)

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.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) 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 asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally 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 asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. 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. Short-term debt obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. 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.

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 value, or 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 all 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 condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

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. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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.

At December 31, 2010, the Fund, for federal income tax purposes, had a capital loss carryforward of $181,438,490 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on December 31, 2016 ($21,507,578) and December 31, 2017 ($159,930,912). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after December 31, 2010.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

Additionally, at December 31, 2010, the Fund had a net capital loss of $2,864,859 attributable to security transactions incurred after October 31, 2010. This net capital loss is treated as arising on the first day of the Fund’s taxable year ending December 31, 2011.

As of June 30, 2011, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Fund’s federal tax returns filed in the 3-year period ended December 31, 2010 remains subject to examination by the Internal Revenue Service.

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F 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 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.

G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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.

H 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 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.

I 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 strike 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 strike 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.

J Interim Financial Statements — The interim financial statements relating to June 30, 2011 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2 Distributions to Shareholders

Subject to its Managed Distribution Plan, the Fund intends to make 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 (reduced by available capital loss carryforwards from prior years, if any). Distributions are recorded on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be 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. For the six months ended June 30, 2011, the amount of distributions estimated to be a tax return of capital was approximately $26,589,000. The final determination of tax characteristics of the Fund’s distributions will occur at the end of the year, at which time it will be reported to the shareholders.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 1.00% of the Fund’s average daily gross assets and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage, if any. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the six months ended June 30, 2011, the Fund’s investment adviser fee amounted to $3,120,687. EVM also serves as administrator of the Fund, but receives no compensation.

Except for Trustees of the Fund who are not members of EVM’s organization, officers and Trustees 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 six months ended June 30, 2011, 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 $252,080,116 and $297,223,680, respectively, for the six months ended June 30, 2011.

5 Common Shares of Beneficial Interest

The Fund may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares for the six months ended June 30, 2011. Common shares issued pursuant to the Fund’s dividend reinvestment plan for the year ended December 31, 2010 were 301,721.

6 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at June 30, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	507,626,378



Gross unrealized appreciation	$	135,359,766
Gross unrealized depreciation		(8,970,382	)



Net unrealized appreciation	$	126,389,384

7 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 written call options at June 30, 2011 is included in the Portfolio of Investments.

Written call options activity for the six months ended June 30, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of period		63,115		$	12,344,203
Options written		212,111			26,714,474
Options terminated in closing purchase transactions		(125,249	)		(17,591,426	)
Options exercised		(1,668	)		(211,351	)
Options expired		(93,325	)		(13,605,198	)



Outstanding, end of period		54,984		$	7,650,702

At June 30, 2011, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

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 below the exercise price. The Fund is not subject to counterparty credit risk with respect to its written options as the Fund, not the counterparty, is obligated to perform under such derivatives.

The fair value of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at June 30, 2011 was as follows:


	Fair Value
	Asset Derivative		Liability Derivative⁽¹⁾


Written options	$	—	$	(8,775,153	)


⁽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 six months ended June 30, 2011 was as follows:


	Realized Gain (Loss)			Change in Unrealized
	on Derivatives Recognized			Appreciation (Depreciation) on
	in Income⁽¹⁾			Derivatives Recognized in Income⁽²⁾


Written options	$	(5,598,025	)	$	2,058,591


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Written options.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

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.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Notes to Financial Statements (Unaudited) — continued

At June 30, 2011, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Common Stocks
Consumer Discretionary	$	96,080,542		$	—	$	—	$	96,080,542
Consumer Staples		60,186,108			—		—		60,186,108
Energy		65,331,449			—		—		65,331,449
Financials		31,911,317			—		—		31,911,317
Health Care		92,641,865			—		—		92,641,865
Industrials		77,404,221			—		—		77,404,221
Information Technology		168,849,370			—		—		168,849,370
Materials		28,613,556			—		—		28,613,556
Telecommunication Services		3,322,275			—		—		3,322,275



Total Common Stocks	$	624,340,703		$	—	$	—	$	624,340,703



Short-Term Investments	$	—		$	9,675,059	$	—	$	9,675,059



Total Investments	$	624,340,703		$	9,675,059	$	—	$	634,015,762




Liability Description



Covered Call Options Written	$	(8,775,153	)	$	—	$	—	$	(8,775,153	)



Total	$	(8,775,153	)	$	—	$	—	$	(8,775,153	)

The Fund held no investments or other financial instruments as of December 31, 2010 whose fair value was determined using Level 3 inputs. At June 30, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the six months then ended was not significant.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Annual Meeting of Shareholders (Unaudited)

The Fund held its Annual Meeting of Shareholders on April 25, 2011. The following action was taken by the shareholders:

Item 1: The election of Benjamin C. Esty, Thomas E. Faust Jr. and Allen R. Freedman as Class I Trustees of the Fund for a three-year term expiring in 2014.


Nominee for Trustee	Number of Shares
Elected by All Shareholders	For		Withheld


Benjamin C. Esty		43,322,629		1,306,105
Thomas E. Faust Jr.		43,311,380		1,317,354
Allen R. Freedman		43,298,726		1,330,008

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 25, 2011, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held between February and April 2011. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


	•	An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;
	•	An independent report comparing each fund’s total expense ratio and its components to comparable funds;
	•	An independent report comparing the investment performance of each fund (including yield data and Sharpe and information ratios where relevant) to the investment performance of comparable funds over various time periods;
	•	Data regarding investment performance in comparison to relevant peer groups of similarly managed funds and appropriate indices;
	•	For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing such fund;
	•	Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management


	•	Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;
	•	Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and/or the fund’s policies with respect to “soft dollar” arrangements;
	•	Data relating to portfolio turnover rates of each fund;
	•	The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser


	•	Reports detailing the financial results and condition of each adviser;
	•	Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;
	•	Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;
	•	Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;
	•	Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;
	•	Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;
	•	A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers;

Other Relevant Information


	•	Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;
	•	Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and
	•	The terms of each advisory agreement.

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2011, with respect to one

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Board of Trustees’ Contract Approval — continued

or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met nine, fifteen, seven, eight and twelve times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund’s investment objective including, where relevant, the use of derivative instruments, as well as trading policies and procedures and risk management techniques.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of Eaton Vance Enhanced Equity Income Fund II (the “Fund”) with Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreement. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.

The Board considered the Adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board evaluated, where relevant, the abilities and experience of such investment personnel in analyzing factors such as credit risk, and special considerations relevant to investing in particular markets or industries and implementing the Fund’s options strategy. The Board considered the Adviser’s in-house research capabilities as well as other resources available to personnel of the Adviser. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board also reviewed the compliance programs of the Adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of comparable funds identified by an independent data provider as well as a peer group of similarly managed funds and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-and five-year periods ended September 30, 2010 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Board of Trustees’ Contract Approval — continued

Management Fees and Expenses

The Board reviewed contractual investment advisory fee rates payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2010, as compared to a group of similarly managed funds selected by an independent data provider. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions being taken to reduce expenses at the Eaton Vance fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized with and without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates in connection with its relationship with the Fund, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been effected by such increases or decreases. The Board also considered the fact that the Fund is not continuously offered and concluded that, in light of the level of the Adviser’s profits with respect to the Fund, the implementation of breakpoints in the advisory fee schedule is not appropriate at this time. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

Officers and Trustees


Officers of Eaton Vance Enhanced Equity Income Fund II


Walter A. Row, III President Duncan W. Richardson Vice President Barbara E. Campbell Treasurer		Maureen A. Gemma Vice President, Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer


Trustees of Eaton Vance Enhanced Equity Income Fund II


Ralph F. Verni Chairman Benjamin C. Esty Thomas E. Faust Jr.* Allen R. Freedman		William H. Park Ronald A. Pearlman Helen Frame Peters Lynn A. Stout


*		Interested Trustee

Number of Employees

The Fund is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company and has no employees.

Number of Shareholders

As of June 30, 2011, Fund records indicate that there are 127 registered shareholders and approximately 40,363 shareholders owning the Fund shares in street name, such as through brokers, banks, and financial intermediaries.

If you are a street name shareholder and wish to receive Fund reports directly, which contain important information about the Fund, please write or call:

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

1-800-262-1122

New York Stock Exchange symbol

The New York Stock Exchange symbol is EOS.

Eaton Vance

Enhanced Equity Income Fund II

June 30, 2011

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

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. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available 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. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

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.

Additional Notice to Shareholders. The Fund may purchase shares of its common stock in the open market when they trade at a discount to net asset value or at other times if the Fund determines such purchases are advisable. There can be no assurance that the Fund will take such action or that such purchases would reduce the discount.

Closed-End Fund Information. The Eaton Vance closed-end funds make certain quarterly fund performance data and information about portfolio characteristics (such as top holdings and asset allocation) available on the Eaton Vance website after the end of each calendar quarter-end. Certain month end fund performance data for the funds, including total returns, are posted to the website shortly after the end of each calendar month. Portfolio holdings for the most recent calendar quarter-end are also posted to the website approximately 30 days following the end of the quarter. This information is available at www.eatonvance.com on the fund information pages under “Individual Investors – Closed-End Funds”.

This Page Intentionally Left Blank

Investment Adviser and Administrator
Eaton Vance Management

Two International Place

Boston, MA 02110

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Fund Offices
Two International Place

Boston, MA 02110


2426-8/11	CE-EEIF2SRC

Item 2. Code of Ethics

The registrant 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.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is the Chief Financial Officer of Aveon Group, L.P. (an investment management firm). Previously, he served 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) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

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 Trustees of the Trust 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 Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. 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’s Special Committee except as contemplated under the Fund Policy. The Board’s Special Committee will instruct the investment adviser on the appropriate course of action.

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 and/or refer them back to the investment adviser pursuant to the Policies. It is generally the policy of the investment adviser to vote in accordance with the recommendation of the Agent. The Agent shall refer to the investment adviser proxies relating to mergers and restructurings, and the disposition of assets, termination, liquidation and mergers contained in mutual fund proxies. The investment adviser will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions, except in the case of closed-end management investment companies. The investment adviser generally supports management on social and environmental proposals. The investment adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweighs the benefits derived from exercising the right to vote or the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant.

In addition, the investment adviser will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the investment adviser, the administrator, or any of their affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. The investment adviser’s personnel responsible for reviewing and voting proxies on behalf of the Fund will report any proxy received or expected to be received from a company included on that

list to the personnel of the investment adviser identified in the Policies. If such personnel expects to instruct the Agent to vote such proxies in a manner inconsistent with the guidelines of the Policies or the recommendation of the Agent, the personnel will consult with members of senior management of the investment adviser to determine if a material conflict of interests exists. If it is determined that a material conflict does exist, the investment adviser will seek instruction on how to vote from the Special Committee.

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

Not required in this filing.

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 second fiscal quarter of 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. 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/ Walter A. Row, III Walter A. Row, III
		President

Date:		August 9, 2011

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/ Barbara E. Campbell Barbara E. Campbell
		Treasurer

Date:		August 9, 2011

By:		/s/ Walter A. Row, III Walter A. Row, III
		President

Date:		August 9, 2011