Edgar Filing: Eaton Vance Enhanced Equity Income Fund II

nvcsrs

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, 2010

Date of Reporting Period

Item 1. Reports to Stockholders

IMPORTANT NOTICES

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 $0.12 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.

Delivery of Shareholder Documents. The Securities and Exchange Commission (the “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 adviser, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial adviser, 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 adviser. 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 adviser.

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. This description is also available on 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.

Please refer to the inside back cover of this report for an important notice about
the privacy policies adopted by the Eaton Vance organization.

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

INVESTMENT UPDATE

Walter A. Row, CFA
Eaton Vance Management
Co-Portfolio Manager

Michael A. Allison, CFA
Eaton Vance Management
Co-Portfolio Manager

Economic and Market Conditions

•		Extreme volatility defined the equity markets during the six months ending June 30, 2010, amid a flurry of unsettling developments around the globe. Concerns about European sovereign debt, credit tightening in China and a disastrous oil spill in the Gulf of Mexico, among other events, blunted the positive returns of the period’s first three months, as many investors reduced their exposure to risk-sensitive assets and returned to the sidelines. These disruptive events contributed to a sharp sell-off in May. Domestic equities regained some ground in early June, but for the period overall, the S&P 500 Index dipped 6.64%, the blue-chip Dow Jones Industrial Average fell 5.00% and the technology-heavy NASDAQ Composite Index slid 6.61%.

•		In spite of the market’s May correction, the U.S. economy showed some signs of gradual recovery, albeit less robust than many had hoped. Inflation remained subdued. Earnings trends saw improvements, and employment data, while weaker than expected, were moving in the right direction.

•		Value stocks outperformed growth stocks across all market capitalization categories. Mid- and small-cap stocks outperformed large-caps, although returns were negative across all categories. The S&P MidCap 400 Index dropped 1.36%, the small-cap Russell 2000 Index fell 1.95% and the large-cap Russell 1000 Index declined 6.40%.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value or market price (as applicable) with all distributions reinvested. The Fund’s performance at market price will differ from its results at NAV. Although market price performance generally reflects investment results over time, during shorter periods, returns at market price can also be affected by factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for the Fund’s shares, or changes in Fund distributions. The Fund has no current intention to utilize leverage, but may do so in the future through borrowings and/or other permitted methods. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Fund’s current 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.

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.

Management Discussion

•		The Fund is a closed-end fund that trades on the New York Stock Exchange (NYSE) under the symbol “EOS.” At net asset value (NAV) for the six months ending June 30, 2010, the Fund outperformed the Russell 1000 Growth Index, the CBOE S&P 500 BuyWrite Index and the CBOE NASDAQ-100 BuyWrite Index, as well as its Lipper peer group.¹ The Fund’s market price traded at a 3.00% premium to NAV as of period end.

•		The Fund’s primary objective is to provide current income, with a secondary objective of capital appreciation. The Fund pursues its investment objectives by investing primarily in a portfolio of mid- and large-capitalization common stocks, seeking to invest mostly in companies with above-average growth and financial strength potential. Under normal market conditions, the Fund seeks to generate current earnings in part by employing an options strategy of writing (selling) covered call options on a substantial portion of its portfolio securities. During the extremely volatile six months ending June 30, 2010, the Fund generated a higher level of option premium earnings than in the previous period, which helped it outperform the Russell 1000 Growth Index, and it continued to provide shareholders with attractive monthly distributions.

•		Among the Fund’s common stock holdings, its largest

Total Return Performance 12/31/09 — 6/30/10


NYSE Symbol	EOS

At Net Asset Value (NAV)²		- 5.27	%
At Market Price²		- 11.15	%

Russell 1000 Growth Index¹		- 7.65	%
CBOE S&P 500 BuyWrite Index¹		- 9.29	%
CBOE NASDAQ-100 BuyWrite Index¹		- 10.34	%
Lipper Options Arbitrage/Options Strategies Funds Average¹		- 6.69	%

Premium/(Discount) to NAV (6/30/10)		3.00	%
Total Distributions per share	$	0.72
Distribution Rate³ At NAV		12.34	%
At Market Price		11.98	%

See page 3 for more performance information.

¹		It is not possible to invest directly in an Index or a Lipper Classification. The Indices’ total returns do not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Indices. The Lipper total return is the average total return, at net asset value, of the funds that are in the same Lipper Classification as the Fund.

²		Six-month returns are cumulative.

³		The Distribution Rate is based on the Fund’s last regular distribution per share (annualized) in the period 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.

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

INVESTMENT UPDATE

		sector weightings on June 30, 2010, were in information technology (IT), consumer discretionary and consumer staples. Sector allocation and stock selection both helped the Fund outperform versus the Russell index. The Fund’s holdings in the Internet software/services, health care equipment/supplies and household durables industries all contributed to the relative outperformance, as did an underweighting of the consumer staples sector and a moderate position in cash, which helped in a falling market environment. On the downside, security selection in pockets of the IT and industrials sectors detracted from relative performance.

•		As of June 30, 2010, the Fund had written call options on approximately 61% of its equity holdings. The Fund seeks current earnings in part from option premiums, which can vary with investors’ expectations of the future volatility (“implied volatility”) of the Fund’s underlying assets. During the first three months of 2010, there were relatively low levels of implied volatility, with correspondingly low levels of actual volatility in the equity markets. However, the latter half of the six-month period saw a significant increase in volatility levels. For the period as a whole, the Fund received increased option premiums compared with the previous period, and this helped the Fund’s relative return.

The views expressed throughout this report are those of the portfolio managers and are current only through the end of the period of the report as stated on the cover. These views are subject to change at any time based upon market or other conditions, and the investment adviser disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on many factors, may not be relied on as an indication of trading intent on behalf of any Eaton Vance fund. Portfolio information provided in the report may not be representative of the Fund’s current or future investments and may change due to active management.

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

FUND PERFORMANCE

Fund Performance


NYSE Symbol	EOS

Average Annual Total Returns (at market price, NYSE)
Six Months¹		- 11.15	%
One Year		10.69
Five Years		0.94
Life of Fund (1/31/05)		2.12

Average Annual Total Returns (at net asset value)
Six Months¹		- 5.27	%
One Year		11.74
Five Years		1.29
Life of Fund (1/31/05)		1.56


¹		Six-month returns are cumulative. Other returns are presented on an average annual basis.

Fund Composition

Top 10 Holdings²
By total investments


Apple, Inc.	4.8	%
International Business Machines Corp.	4.0
Microsoft Corp.	3.5
Cisco Systems, Inc.	3.5
Exxon Mobil Corp.	2.5
Hewlett-Packard Co.	2.2
Google, Inc., Class A	2.2
Wal-Mart Stores, Inc.	2.0
PepsiCo, Inc.	2.0
QUALCOMM, Inc.	1.9


²		Top 10 Holdings represented 28.6% of the Fund’s total investments as of 6/30/10. The Top 10 Holdings do not reflect the Fund’s written option positions at 6/30/10.

Sector Weightings³
By total investments


³		Reflects the Fund’s total investments as of 6/30/10. Sector Weightings do not reflect the Fund’s written option positions at 6/30/10.

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited)


Common Stocks — 98.6%⁽¹⁾

Security	Shares		Value



Aerospace & Defense — 2.3%

Boeing Co. (The)		22,810	$	1,431,327
General Dynamics Corp.		102,885		6,024,946
Lockheed Martin Corp.		71,800		5,349,100


			$	12,805,373




Air Freight & Logistics — 1.0%

FedEx Corp.		55,167	$	3,867,759
United Parcel Service, Inc., Class B		35,043		1,993,596


			$	5,861,355




Auto Components — 0.4%

Johnson Controls, Inc.		85,931	$	2,308,966


			$	2,308,966




Automobiles — 0.5%

Ford Motor Co.⁽²⁾		261,730	$	2,638,238


			$	2,638,238




Beverages — 3.6%

Coca-Cola Co. (The)		180,872	$	9,065,305
PepsiCo, Inc.		187,700		11,440,315


			$	20,505,620




Biotechnology — 1.5%

Amgen, Inc.⁽²⁾		107,758	$	5,668,071
Celgene Corp.⁽²⁾		58,743		2,985,319


			$	8,653,390




Capital Markets — 0.6%

Goldman Sachs Group, Inc.		25,137	$	3,299,734


			$	3,299,734




Chemicals — 0.5%

Air Products and Chemicals, Inc.		43,060	$	2,790,719


			$	2,790,719




Commercial Banks — 1.7%

KeyCorp		197,750	$	1,520,698
PNC Financial Services Group, Inc.		49,540		2,799,010
U.S. Bancorp		61,852		1,382,392
Wells Fargo & Co.		145,818		3,732,941


			$	9,435,041




Commercial Services & Supplies — 0.5%

Waste Management, Inc.		95,167	$	2,977,775


			$	2,977,775




Communications Equipment — 5.4%

Cisco Systems, Inc.⁽²⁾		929,599	$	19,809,755
QUALCOMM, Inc.		328,360		10,783,342


			$	30,593,097




Computers & Peripherals — 11.1%

Apple, Inc.⁽²⁾		109,208	$	27,469,088
Hewlett-Packard Co.		292,214		12,647,022
International Business Machines Corp.		183,276		22,630,921


			$	62,747,031




Construction & Engineering — 0.3%

Shaw Group, Inc. (The)⁽²⁾		41,005	$	1,403,191


			$	1,403,191




Consumer Finance — 0.8%

American Express Co.		111,832	$	4,439,730


			$	4,439,730




Diversified Financial Services — 0.4%

Bank of America Corp.		174,724	$	2,510,784


			$	2,510,784




Diversified Telecommunication Services — 0.2%

AT&T, Inc.		40,247	$	973,575


			$	973,575




Electric Utilities — 0.4%

American Electric Power Co., Inc.		76,273	$	2,463,618


			$	2,463,618

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



Electrical Equipment — 1.2%

Emerson Electric Co.		149,913	$	6,549,699


			$	6,549,699




Electronic Equipment, Instruments & Components — 1.2%

Corning, Inc.		422,911	$	6,830,013


			$	6,830,013




Energy Equipment & Services — 1.4%

Schlumberger, Ltd.		146,060	$	8,082,960


			$	8,082,960




Food & Staples Retailing — 2.8%

CVS Caremark Corp.		144,443	$	4,235,069
Wal-Mart Stores, Inc.		238,649		11,471,857


			$	15,706,926




Food Products — 2.2%

Flowers Foods, Inc.		120,223	$	2,937,048
Kellogg Co.		98,140		4,936,442
Nestle SA		94,233		4,543,805


			$	12,417,295




Health Care Equipment & Supplies — 2.9%

Covidien PLC		68,671	$	2,759,201
HeartWare International, Inc.⁽²⁾		63,240		4,430,275
Thoratec Corp.⁽²⁾		85,787		3,665,678
Varian Medical Systems, Inc.⁽²⁾		43,992		2,299,902
Zimmer Holdings, Inc.⁽²⁾		61,450		3,321,372


			$	16,476,428




Health Care Providers & Services — 2.0%

AmerisourceBergen Corp.		75,676	$	2,402,713
Cardinal Health, Inc.		84,954		2,855,304
Fresenius Medical Care AG & Co. KGaA ADR		51,174		2,747,532
VCA Antech, Inc.⁽²⁾		124,509		3,082,843


			$	11,088,392




Hotels, Restaurants & Leisure — 1.6%

Carnival Corp.		118,433	$	3,581,414
McDonald’s Corp.		86,465		5,695,450


			$	9,276,864



Household Durables — 2.0%

Tempur-Pedic International, Inc.⁽²⁾		132,738	$	4,081,693
Whirlpool Corp.		80,269		7,049,224


			$	11,130,917




Household Products — 2.8%

Colgate-Palmolive Co.		130,750	$	10,297,870
Procter & Gamble Co.		90,503		5,428,370


			$	15,726,240




Industrial Conglomerates — 1.9%

3M Co.		56,673	$	4,476,600
General Electric Co.		417,869		6,025,671


			$	10,502,271




Insurance — 1.1%

Lincoln National Corp.		100,119	$	2,431,891
Prudential Financial, Inc.		74,096		3,975,991


			$	6,407,882




Internet & Catalog Retail — 1.1%

Amazon.com, Inc.⁽²⁾		58,030	$	6,340,358


			$	6,340,358




Internet Software & Services — 4.3%

Akamai Technologies, Inc.⁽²⁾		134,718	$	5,465,509
Google, Inc., Class A⁽²⁾		28,094		12,500,425
VeriSign, Inc.⁽²⁾		230,592		6,122,218


			$	24,088,152




IT Services — 1.0%

MasterCard, Inc., Class A		26,948	$	5,376,934


			$	5,376,934




Life Sciences Tools & Services — 0.7%

Thermo Fisher Scientific, Inc.⁽²⁾		80,434	$	3,945,288


			$	3,945,288




Machinery — 3.7%

Caterpillar, Inc.		47,164	$	2,833,141
Danaher Corp.		114,389		4,246,120
Deere & Co.		76,743		4,273,050

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value


Machinery (continued)


Illinois Tool Works, Inc.		166,531	$	6,874,400
PACCAR, Inc.		63,261		2,522,216


			$	20,748,927




Media — 1.3%

DIRECTV, Class A⁽²⁾		83,597	$	2,835,610
Walt Disney Co. (The)		147,232		4,637,808


			$	7,473,418




Metals & Mining — 3.1%

BHP Billiton, Ltd. ADR		48,605	$	3,013,024
Freeport-McMoRan Copper & Gold, Inc.		41,744		2,468,323
Goldcorp, Inc.		242,225		10,621,566
United States Steel Corp.		37,458		1,444,006


			$	17,546,919




Multi-Utilities — 0.5%

Public Service Enterprise Group, Inc.		97,690	$	3,060,628


			$	3,060,628




Multiline Retail — 1.5%

Kohl’s Corp.⁽²⁾		41,780	$	1,984,550
Macy’s, Inc.		145,520		2,604,808
Target Corp.		81,684		4,016,402


			$	8,605,760




Oil, Gas & Consumable Fuels — 6.7%

Apache Corp.		31,120	$	2,619,993
Chevron Corp.		57,205		3,881,931
ConocoPhillips		74,943		3,678,952
Exxon Mobil Corp.		250,761		14,310,930
Hess Corp.		66,564		3,350,832
Occidental Petroleum Corp.		46,920		3,619,878
Peabody Energy Corp.		81,341		3,182,873
Southwestern Energy Co.⁽²⁾		80,998		3,129,763


			$	37,775,152




Pharmaceuticals — 5.1%

Abbott Laboratories		153,736	$	7,191,770
Bristol-Myers Squibb Co.		178,283		4,446,378
Johnson & Johnson		127,776		7,546,451
Shire PLC ADR		83,351		5,116,084
Teva Pharmaceutical Industries, Ltd. ADR		81,259		4,224,655


			$	28,525,338




Road & Rail — 0.7%

CSX Corp.		45,231	$	2,244,815
Kansas City Southern⁽²⁾		39,187		1,424,447


			$	3,669,262




Semiconductors & Semiconductor Equipment — 2.8%

Atheros Communications, Inc.⁽²⁾		207,536	$	5,715,541
Broadcom Corp., Class A		57,015		1,879,784
Intel Corp.		333,428		6,485,175
Tessera Technologies, Inc.⁽²⁾		108,631		1,743,528


			$	15,824,028




Software — 5.9%

McAfee, Inc.⁽²⁾		95,250	$	2,926,080
Microsoft Corp.		873,135		20,090,836
Oracle Corp.		366,140		7,857,364
Salesforce.com, Inc.⁽²⁾		28,619		2,456,083


			$	33,330,363




Specialty Retail — 2.8%

Best Buy Co., Inc.		128,395	$	4,347,455
Gap, Inc. (The)		102,877		2,001,987
Home Depot, Inc.		142,056		3,987,512
Staples, Inc.		86,846		1,654,416
TJX Companies, Inc. (The)		85,272		3,577,160


			$	15,568,530




Textiles, Apparel & Luxury Goods — 1.4%

Hanesbrands, Inc.⁽²⁾		155,217	$	3,734,521
NIKE, Inc., Class B		59,931		4,048,339


			$	7,782,860




Tobacco — 1.1%

Philip Morris International, Inc.		131,043	$	6,007,011


			$	6,007,011

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


Security	Shares		Value



Wireless Telecommunication Services — 0.6%

American Tower Corp., Class A⁽²⁾		80,167	$	3,567,432


			$	3,567,432



Total Common Stocks
(identified cost $535,667,962)			$	555,839,484


Short-Term Investments — 2.7%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.25%⁽³⁾	$	15,143	$	15,143,021



Total Short-Term Investments
(identified cost $15,143,021)			$	15,143,021



Total Investments — 101.3%

(identified cost $550,810,983)			$	570,982,505


Covered Call Options Written — (0.9)%

	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


3M Co.		270	$	90.00		7/17/10	$	(1,485	)
Abbott Laboratories		1,225		49.00		8/21/10		(75,338	)
Air Products and Chemicals, Inc.		160		75.00		9/18/10		(9,200	)
Akamai Technologies, Inc.		875		41.00		8/21/10		(271,250	)
Amazon.com, Inc.		345		140.00		7/17/10		(2,242	)
American Electric Power Co., Inc.		360		31.00		8/21/10		(69,300	)
American Express Co.		560		46.00		7/17/10		(3,360	)
American Tower Corp., Class A		405		42.50		7/17/10		(98,212	)
AmerisourceBergen Corp.		500		30.00		8/21/10		(127,500	)
Amgen, Inc.		630		55.00		7/17/10		(27,720	)
Amgen, Inc.		197		62.50		7/17/10		(394	)
Amgen, Inc.		250		57.50		8/21/10		(19,500	)
Apache Corp.		160		110.00		7/17/10		(800	)
Apple, Inc.		555		240.00		7/17/10		(881,062	)
Apple, Inc.		320		280.00		8/21/10		(219,200	)
AT&T, Inc.		260		26.00		7/17/10		(650	)
Atheros Communications, Inc.		1,350		37.50		9/18/10		(20,250	)
Bank of America Corp.		1,400		17.00		8/21/10		(23,100	)
Best Buy Co., Inc.		835		40.00		9/18/10		(41,750	)
BHP Billiton, Ltd. ADR		320		67.50		8/21/10		(60,160	)
Bristol-Myers Squibb Co.		1,725		25.00		9/18/10		(220,800	)
Broadcom Corp., Class A		370		33.00		8/21/10		(79,920	)
Cardinal Health, Inc.		360		35.00		9/18/10		(45,000	)
Carnival Corp.		550		39.00		7/17/10		(2,200	)
Celgene Corp.		295		60.00		7/17/10		(1,770	)
Chevron Corp.		230		75.00		9/18/10		(23,230	)
Cisco Systems, Inc.		6,045		24.00		7/17/10		(33,247	)
Cisco Systems, Inc.		1,400		25.00		8/21/10		(15,400	)
Coca Cola Co. (The)		1,175		55.00		8/21/10		(20,562	)
Colgate-Palmolive Co.		990		85.00		8/21/10		(29,700	)
Corning, Inc.		2,750		17.00		8/21/10		(178,750	)
Corning, Inc.		635		19.00		8/21/10		(10,160	)
Covidien PLC		450		45.00		7/17/10		(3,375	)
CSX Corp.		452		55.00		8/21/10		(43,618	)
CVS Caremark Corp.		1,205		36.00		8/21/10		(7,832	)
Danaher Corp.		1,143		40.00		9/18/10		(22,860	)
Deere & Co.		375		62.50		9/18/10		(63,375	)
Emerson Electric Co.		1,105		50.00		9/18/10		(63,537	)
Exxon Mobil Corp.		420		62.50		7/17/10		(5,880	)
Exxon Mobil Corp.		100		65.00		8/21/10		(2,700	)
FedEx Corp.		275		90.00		7/17/10		(412	)
Flowers Foods, Inc.		780		25.00		7/17/10		(17,550	)
Freeport-McMoRan Copper & Gold, Inc.		150		75.00		8/21/10		(9,225	)
Fresenius Medical Care AG & Co. KGaA ADR		255		55.00		7/17/10		(15,300	)
Gap Inc. (The)		520		22.00		9/18/10		(23,400	)
General Dynamics Corp.		670		75.00		8/21/10		(3,350	)
General Electric Co.		2,720		17.00		7/17/10		(6,800	)
General Electric Co.		625		17.00		9/18/10		(13,125	)
Goldman Sachs Group, Inc.		230		150.00		7/17/10		(5,980	)
Google, Inc., Class A		185		510.00		9/18/10		(124,875	)
Hanesbrands, Inc.		780		30.00		7/17/10		(3,900	)
Hess Corp.		385		60.00		8/21/10		(16,940	)
Hewlett-Packard Co.		440		48.00		8/21/10		(27,940	)
Hewlett-Packard Co.		1,900		49.00		8/21/10		(86,450	)
Home Depot, Inc.		215		32.00		8/21/10		(5,482	)
Home Depot, Inc.		925		35.00		8/21/10		(3,700	)
Illinois Tool Works, Inc.		250		47.50		7/17/10		(1,250	)
Illinois Tool Works, Inc.		835		47.50		9/18/10		(45,925	)
Intel Corp.		500		22.00		7/17/10		(2,750	)
Intel Corp.		1,670		24.00		7/17/10		(2,505	)
Intel Corp.		500		22.00		8/21/10		(10,500	)
International Business Machines Corp.		1,195		135.00		7/17/10		(13,743	)
Johnson & Johnson		717		65.00		7/17/10		(1,793	)
Johnson & Johnson		560		60.00		8/21/10		(78,960	)
Kellogg Co.		640		55.00		7/17/10		(3,200	)
KeyCorp		1,285		9.00		9/18/10		(32,125	)
Lincoln National Corp.		650		28.00		7/17/10		(6,500	)
Lockheed Martin Corp.		470		80.00		9/18/10		(65,800	)
MasterCard, Inc., Class A		175		230.00		7/17/10		(4,375	)
McAfee, Inc.		620		35.00		9/18/10		(37,200	)
McDonald’s Corp.		385		70.00		9/18/10		(35,420	)

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

PORTFOLIO OF INVESTMENTS (Unaudited) CONT’D


	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Microsoft Corp.		5,675	$	27.00		7/17/10	$	(14,188	)
NIKE, Inc., Class B		300		75.00		7/17/10		(3,000	)
Occidental Petroleum Corp.		305		85.00		8/21/10		(46,513	)
Oracle Corp.		2,380		24.00		9/18/10		(80,920	)
PACCAR, Inc.		415		45.00		8/21/10		(35,275	)
Peabody Energy Corp.		450		48.00		9/18/10		(40,050	)
PepsiCo, Inc.		1,215		67.50		7/17/10		(3,645	)
Philip Morris International, Inc.		855		47.00		9/18/10		(150,053	)
PNC Financial Services Group, Inc.		325		67.50		8/21/10		(11,700	)
Procter & Gamble Co.		144		65.00		7/17/10		(360	)
Procter & Gamble Co.		760		62.50		8/21/10		(48,260	)
Prudential Financial, Inc.		485		65.00		9/18/10		(44,863	)
Public Service Enterprise Group, Inc.		590		30.00		9/18/10		(138,650	)
QUALCOMM, Inc.		2,135		38.00		7/17/10		(9,608	)
Salesforce.com, Inc.		190		85.00		8/21/10		(147,250	)
Schlumberger, Ltd.		540		65.00		8/21/10		(39,150	)
Shire PLC ADR		420		65.00		7/17/10		(12,600	)
Staples, Inc.		868		23.00		9/18/10		(13,020	)
Target Corp.		410		57.50		7/17/10		(1,230	)
Tempur-Pedic International, Inc.		865		40.00		9/18/10		(38,925	)
Tessera Technologies, Inc.		710		20.00		9/18/10		(21,300	)
Teva Pharmaceutical Industries, Ltd. ADR		530		55.00		9/18/10		(74,465	)
Thermo Fisher Scientific, Inc.		525		55.00		9/18/10		(44,625	)
TJX Companies, Inc. (The)		430		45.00		7/17/10		(8,600	)
U.S. Bancorp		405		24.00		9/18/10		(36,248	)
United States Steel Corp.		260		65.00		7/17/10		(130	)
Varian Medical Systems, Inc.		235		60.00		8/21/10		(8,813	)
VCA Antech, Inc.		810		25.00		9/18/10		(117,450	)
VeriSign, Inc.		1,500		30.00		9/18/10		(97,500	)
Wal-Mart Stores, Inc.		1,965		52.50		7/17/10		(4,912	)
Walt Disney Co. (The)		1,472		36.00		7/17/10		(5,152	)
Waste Management, Inc.		800		35.00		7/17/10		(2,400	)
Wells Fargo & Co.		730		34.00		7/17/10		(1,460	)
Wells Fargo & Co.		440		29.00		8/21/10		(19,800	)
Whirlpool Corp.		425		100.00		9/18/10		(153,000	)
Zimmer Holdings, Inc.		400		55.00		7/17/10		(32,000	)



Total Covered Call Options Written
(premiums received $14,423,865)							$	(5,039,979	)



Other Assets, Less Liabilities — (0.4)%							$	(2,124,547	)



Net Assets — 100.0%							$	563,817,979

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, 2010 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, 2010. Net income allocated from the investment in Eaton Vance Cash Reserves Fund, LLC and Cash Management Portfolio, an affiliated investment company, for the six months ended June 30, 2010 was $10,907 and $0, respectively.

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

FINANCIAL STATEMENTS (Unaudited)

Statement of Assets and Liabilities


As of June 30, 2010

Assets

Unaffiliated investments, at value (identified cost, $535,667,962)	$	555,839,484
Affiliated investment, at value (identified cost, $15,143,021)		15,143,021
Dividends and interest receivable		594,945
Receivable for investments sold		10,945,621
Receivable from the transfer agent		374,794
Tax reclaims receivable		192,753


Total assets	$	583,090,618





Liabilities

Written options outstanding, at value (premiums received, $14,423,865)	$	5,039,979
Payable for investments purchased		13,419,833
Payable to affiliates:
Investment adviser fee		476,378
Trustees’ fees		6,550
Accrued expenses		329,899


Total liabilities	$	19,272,639


Net Assets	$	563,817,979





Sources of Net Assets

Common shares, $0.01 par value, unlimited number of shares authorized, 48,340,447 shares issued and outstanding	$	483,404
Additional paid-in capital		748,746,876
Accumulated net realized loss		(181,856,737	)
Accumulated distributions in excess of net investment income		(33,111,155	)
Net unrealized appreciation		29,555,591


Net Assets	$	563,817,979





Net Asset Value

($563,817,979 ¸ 48,340,447 common shares issued and outstanding)	$	11.66

Statement of Operations


For the Six Months Ended
June 30, 2010

Investment Income

Dividends (net of foreign taxes, $86,909)	$	5,094,222
Interest income allocated from affiliated investments		13,121
Expenses allocated from affiliated investments		(2,214	)


Total investment income	$	5,105,129





Expenses

Investment adviser fee	$	3,073,117
Trustees’ fees and expenses		10,686
Custodian fee		130,439
Transfer and dividend disbursing agent fees		3,182
Legal and accounting services		32,990
Printing and postage		192,590
Miscellaneous		43,379


Total expenses	$	3,486,383


Deduct —
Reduction of custodian fee	$	6


Total expense reductions	$	6



Net expenses	$	3,486,377



Net investment income	$	1,618,752





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	8,071,099
Investment transactions allocated from affiliated investments		1,026
Written options		1,877,630
Foreign currency transactions		(110	)


Net realized gain	$	9,949,645


Change in unrealized appreciation (depreciation) —
Investments	$	(54,999,491	)
Written options		11,908,710
Foreign currency		(3,875	)


Net change in unrealized appreciation (depreciation)	$	(43,094,656	)



Net realized and unrealized loss	$	(33,145,011	)



Net decrease in net assets from operations	$	(31,526,259	)

See notes to financial statements

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Statements of Changes in Net Assets


	Six Months Ended
Increase (Decrease)	June 30, 2010			Year Ended
in Net Assets	(Unaudited)			December 31, 2009

From operations —
Net investment income	$	1,618,752		$	3,962,885
Net realized gain (loss) from investment transactions, written options and foreign currency transactions		9,949,645			(83,695,323	)
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		(43,094,656	)		208,433,728


Net increase (decrease) in net assets from operations	$	(31,526,259	)	$	128,701,290


Distributions to shareholders —
From net investment income	$	(34,747,326	)*	$	(3,945,080	)
Tax return of capital		—			(78,948,624	)


Total distributions	$	(34,747,326	)	$	(82,893,704	)


Capital share transactions —
Reinvestment of distributions	$	1,896,183		$	4,313,139


Net increase in net assets from capital share transactions	$	1,896,183		$	4,313,139



Net increase (decrease) in net assets	$	(64,377,402	)	$	50,120,725





Net Assets

At beginning of period	$	628,195,381		$	578,074,656


At end of period	$	563,817,979		$	628,195,381





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

At end of period	$	(33,111,155	)	$	17,419


*	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 as of June 30, 2010

FINANCIAL STATEMENTS CONT’D

Financial Highlights


	Six Months Ended			Year Ended December 31,
	June 30, 2010															Period Ended
	(Unaudited)			2009			2008			2007			2006			December 31, 2005⁽¹⁾

Net asset value — Beginning of period	$	13.040		$	12.080		$	19.500		$	19.470		$	19.310		$	19.100⁽²	⁾





Income (Loss) From Operations

Net investment income (loss)⁽³⁾	$	0.034		$	0.083		$	0.066		$	0.012		$	0.200		$	(0.015	)
Net realized and unrealized gain (loss)		(0.694	)		2.605			(5.758	)		1.746			1.688			1.679


Total income (loss) from operations	$	(0.660	)	$	2.688		$	(5.692	)	$	1.758		$	1.888		$	1.664





Less Distributions

From net investment income	$	(0.720	)^*	$	(0.082	)	$	(0.030	)	$	(0.001	)	$	(0.347	)	$	—
From net realized gain		—			—			—			(1.594	)		(1.303	)		(1.440	)
Tax return of capital		—			(1.646	)		(1.698	)		(0.133	)		(0.078	)		—


Total distributions	$	(0.720	)	$	(1.728	)	$	(1.728	)	$	(1.728	)	$	(1.728	)	$	(1.440	)



Offering costs charged to paid-in capital⁽³⁾	$	—		$	—		$	—		$	—		$	—		$	(0.014	)



Net asset value — End of period	$	11.660		$	13.040		$	12.080		$	19.500		$	19.470		$	19.310



Market value — End of period	$	12.020		$	14.320		$	10.670		$	17.750		$	20.660		$	17.860



Total Investment Return on Net Asset Value⁽⁴⁾		(5.27	)%⁽⁵⁾		25.19	%		(30.44	)%		9.52	%⁽⁶⁾		10.34	%		9.08	%⁽⁵⁾⁽⁷⁾



Total Investment Return on Market Value⁽⁴⁾		(11.15	)%⁽⁵⁾		55.65	%		(32.50	)%		(6.05	)%⁽⁶⁾		26.58	%		0.89	%⁽⁵⁾⁽⁷⁾




Ratios/Supplemental Data

Net assets, end of period (000’s omitted)	$	563,818		$	628,195		$	578,075		$	931,780		$	927,260		$	915,453
Ratios (as a percentage of average daily net assets):
Expenses⁽⁸⁾		1.14	%⁽⁹⁾		1.15	%		1.10	%		1.09	%		1.06	%⁽¹⁰⁾		1.07	%^(9)(10)
Net investment income (loss)		0.53	%⁽⁹⁾		0.69	%		0.41	%		0.06	%		1.04	%		(0.09	)%⁽⁹⁾
Portfolio Turnover		17	%⁽⁵⁾		61	%		141	%		149	%		129	%		112	%⁽⁵⁾


(1)		For the period from the start of business, January 31, 2005, to December 31, 2005.

(2)		Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share paid by the shareholder from the $20.00 offering price.

(3)		Computed using average shares outstanding.

(4)		Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested.

(5)		Not annualized.

(6)		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.

(7)		Total investment return on net asset value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the net asset value on the last day of the period reported with all distributions reinvested. Total investment return on market value is calculated assuming a purchase at the offering price of $20.00 less the sales load of $0.90 per share paid by the shareholder on the first day and a sale at the current market price on the last day of the period reported with all distributions reinvested.

(8)		Excludes the effect of custody fee credits, if any, of less than 0.005%.

(9)		Annualized.

(10)		The investment adviser waived a portion of its investment adviser fee (less than 0.01% and 0.01% of average daily net assets for the year ended December 31, 2006 and the period ended December 31, 2005, respectively).

*		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 as of June 30, 2010

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 Fund pursues its investment objectives by investing primarily in a portfolio of mid- and large-capitalization common stocks, seeking to invest primarily in companies with above-average growth and financial strength. Under normal market conditions, the Fund seeks to generate current earnings from option premiums by selling covered call options on a substantial portion of its portfolio securities.

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 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 time until option expiration. Short-term debt securities 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 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.

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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, 2009, the Fund, for federal income tax purposes, had a capital loss carryforward of $182,309,138 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 ($22,378,226) and December 31, 2017 ($159,930,912).

Additionally, at December 31, 2009, the Fund had a net capital loss of $6,003,360 attributable to security transactions incurred after October 31, 2009. This net capital loss is treated as arising on the first day of the Fund’s taxable year ending December 31, 2010.

As of June 30, 2010, 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, 2009 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. If a put option on a security is

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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, 2010 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, 2010, the amount of distributions estimated to be a tax return of capital was approximately $33,600,000. 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.

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. Prior to its liquation in February 2010, the portion of the adviser fee payable by Cash Management Portfolio, an affiliated investment company, on the Fund’s investment of cash therein was credited against the Fund’s investment adviser fee. The Fund currently 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, 2010, the Fund’s investment adviser fee totaled $3,074,106 of which $989 was allocated from Cash Management Portfolio and $3,073,117 was paid or accrued directly by the Fund. 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, 2010, 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 $102,261,419 and $140,681,637, respectively, for the six months ended June 30, 2010.

5 Common Shares of Beneficial Interest

Common shares issued pursuant to the Fund’s dividend reinvestment plan for the six months ended June 30, 2010 and the year ended December 31, 2009 were 149,345 and 346,924, respectively.

6 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at June 30, 2010, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	554,287,448


Gross unrealized appreciation	$	58,658,204
Gross unrealized depreciation		(41,963,147	)


Net unrealized appreciation	$	16,695,057

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

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D

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, 2010 is included in the Portfolio of Investments.

Written call options activity for the six months ended June 30, 2010 was as follows:


	Number of			Premiums
	Contracts			Received

Outstanding, beginning of period		108,628		$	21,426,773
Options written		215,988			37,692,684
Options terminated in closing purchase transactions		(177,095	)		(32,679,481	)
Options exercised		(1,045	)		(227,943	)
Options expired		(61,253	)		(11,788,168	)


Outstanding, end of period		85,223		$	14,423,865

At June 30, 2010, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund generally intends to write covered call options on individual stocks above the current value of the stock to generate premium income. In writing call options on individual stocks, the Fund in effect, sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Fund retains the risk of loss, minus the premium received, should the price of the underlying stock decline. The 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, 2010 was as follows:


	Fair Value

Derivative	Asset Derivatives		Liability Derivatives⁽¹⁾

Written options	$	—	$	(5,039,979	)


(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, 2010 was as follows:


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

Written options	$	1,877,630	$	11,908,710


(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)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At June 30, 2010, the inputs used in valuing the Fund’s investments, which are carried at value, were as follows:

Eaton Vance Enhanced Equity Income Fund II as of June 30, 2010

NOTES TO FINANCIAL STATEMENTS (Unaudited) CONT’D


	Quoted
	Prices in
	Active			Significant
	Markets for			Other			Significant
	Identical			Observable			Unobservable
	Assets			Inputs			Inputs

Asset Description	(Level 1)			(Level 2)			(Level 3)		Total

Common Stocks
Consumer Discretionary	$	71,125,911		$	—		$	—	$	71,125,911
Consumer Staples		65,819,287			4,543,805			—		70,363,092
Energy		45,858,112			—			—		45,858,112
Financials		26,093,171			—			—		26,093,171
Health Care		68,688,836			—			—		68,688,836
Industrials		64,517,854			—			—		64,517,854
Information Technology		178,789,619			—			—		178,789,619
Materials		20,337,637			—			—		20,337,637
Telecommunication Services		4,541,006			—			—		4,541,006
Utilities		5,524,246			—			—		5,524,246


Total Common Stocks	$	551,295,679		$	4,543,805	*	$	—	$	555,839,484


Short-Term Investments	$	—		$	15,143,021		$	—	$	15,143,021


Total Investments	$	551,295,679		$	19,686,826		$	—	$	570,982,505



Liability Description


Covered Call Options Written	$	(5,039,979	)	$	—		$	—	$	(5,039,979	)


Total	$	(5,039,979	)	$	—		$	—	$	(5,039,979	)


*		Includes foreign equity securities whose values were adjusted to reflect market trading that occurred after the close of trading in their applicable foreign markets.

The Fund held no investments or other financial instruments as of December 31, 2009 whose fair value was determined using Level 3 inputs.

Eaton Vance Enhanced Equity Income Fund II

ANNUAL MEETING OF SHAREHOLDERS (Unaudited)

The Fund held its Annual Meeting of Shareholders on April 23, 2010. The following action was taken by the shareholders:

Item 1: The election of Heidi L. Steiger, Lynn A. Stout and Ralph F. Verni as Class III Trustees of the Fund for a three-year term expiring in 2013.


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


Heidi L. Steiger		40,783,387		2,970,891
Lynn A. Stout		40,828,947		2,925,331
Ralph F. Verni		40,794,517		2,959,761

Eaton Vance Enhanced Equity Income Fund II

BOARD OF TRUSTEES’ ANNUAL 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 26, 2010, 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 2010. 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 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 concerning 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 “soft dollar” benefits received in connection with the funds’ brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;
	•	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.

Eaton Vance Enhanced Equity Income Fund II

BOARD OF TRUSTEES’ ANNUAL CONTRACT APPROVAL CONT’D

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, 2010, with respect to one or more Funds, the Board met ten 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, thirteen, three, eight and fifteen 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. 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 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 the Adviser 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.

Eaton Vance Enhanced Equity Income Fund II

BOARD OF TRUSTEES’ ANNUAL CONTRACT APPROVAL CONT’D

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- and three-year periods ended September 30, 2009 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

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, 2009, 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.

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 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 benefits from economies of scale are currently being shared equitably by the Adviser and its affiliates and the Fund.

Eaton Vance Enhanced Equity Income Fund II

OFFICERS AND TRUSTEES


Officers Duncan W. Richardson President Michael A. Allison Vice President Thomas E. Faust Jr. Vice President and Trustee Walter A. Row, III Vice President Barbara E. Campbell Treasurer Maureen A. Gemma Secretary and Chief Legal Officer Paul M. O’Neil Chief Compliance Officer		Trustees Ralph F. Verni Chairman Benjamin C. Esty Allen R. Freedman William H. Park Ronald A. Pearlman Helen Frame Peters Heidi L. Steiger Lynn A. Stout

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 diversified, closed-end management investment company and has no employees.

Number of Shareholders

As of June 30, 2010, our records indicate that there are 122 registered shareholders and approximately 44,492 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.

This Page Intentionally Left Blank

IMPORTANT NOTICE ABOUT 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, Boston Management and Research, and Eaton Vance Distributors, Inc.

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 adviser/broker-dealer, it is likely that only such adviser’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.

Investment Adviser and Administrator of

Eaton Vance Enhanced Equity Income Fund II

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

Eaton Vance Enhanced Equity Income Fund II
Two International Place
Boston, MA 02110


2426-8/10	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 Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company). Previously, he served 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 then 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 personal 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/ Duncan W. Richardson

		Duncan W. Richardson
		President

Date:		August 6, 2010

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 6, 2010

By:		/s/ Duncan W. Richardson

		Duncan W. Richardson
		President

Date:		August 6, 2010