Notes to Financial Statements
1 Significant Accounting Policies
Eaton Vance Enhanced Equity Income Fund II (the Fund)
is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Funds primary investment
objective is to provide current income, with a secondary objective of capital appreciation.
The following is a summary of significant accounting
policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial
Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.
A Investment Valuation The following methodologies are used to determine the market value or fair value of investments.
Equity
Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the
exchange where such securities are principally traded. Equity securities listed on the NASDAQ 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 ask prices.
Derivatives. U.S. exchange-traded
options are valued at the mean between the bid and ask prices at valuation time as reported by the Options Price Reporting Authority. Non-U.S. exchange-traded options and
over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the
volatility of the underlying instrument and the period of time until option expiration.
Foreign Securities and Currencies. Foreign securities and
currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported
trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on
foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet
certain criteria, the Funds Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other
instruments that have a strong correlation to the fair-valued securities.
Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund,
LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the
requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment
securities based on available market quotations provided by a third party pricing service.
Fair Valuation. Investments for which valuations or
market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that most fairly reflects the securitys
fair value, which is the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to
vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the securitys 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 companys or entitys financial statements, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions Investment transactions for financial statement
purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income Dividend income is recorded on the ex-dividend date for dividends received in cash
and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date.
Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Funds understanding of the applicable countries tax rules and rates.
D Federal Taxes The Funds policy is to comply with the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.
As of December 31, 2020, the Fund had no uncertain tax positions that would require financial statement recognition,
de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal
Revenue Service for a period of three years from the date of filing.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Notes to Financial Statements continued
E Foreign Currency Translation Investment valuations, other assets, and liabilities initially expressed in foreign currencies are
translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency
exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized
gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
F Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
G Indemnifications Under the Funds 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 Funds Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for
indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund
enters into agreements with service providers that may contain indemnification clauses. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet
occurred.
H Written Options Upon the writing of a call or a put
option, the premium received by the Fund is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option written, in accordance with the Funds policies on investment valuations discussed above.
Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine
the realized gain or loss. When an index option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the exercise price of the option over the value of the index (in the case of a put) or the excess of the
value of the index over the exercise price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as a writer
of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying
the written option. The Fund may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.
2 Distributions to Shareholders and Income Tax Information
Subject to its Managed
Distribution Plan, the Fund makes monthly distributions from its cash available for distribution, which consists of the Funds dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized
gains on stock investments. The Fund intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions to shareholders are
determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial statements as a return of capital.
Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from
ordinary income. Distributions in any year may include a substantial return of capital component.
The tax character of distributions declared for the
years ended December 31, 2020 and December 31, 2019 was as follows:
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Year Ended December 31,
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2020
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2019
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Long-term capital gains
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$
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1,811,802
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$
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58,955,112
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Tax return of capital
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$
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52,079,822
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$
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3,110,929
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In December 2019, the Fund accelerated the declaration, record and payment dates of its regular January 2020 distribution to allow
the Fund to meet its distribution requirements for federal excise tax purposes for the year ended December 31, 2019. For tax purposes, a portion of such distribution, amounting to $3,423,664 or $0.069 per share, was considered to be a
distribution made in the Funds taxable year ended December 31, 2020 and its tax character was to be determined in such year. The tax character of the distribution was determined to be $3,110,929 (or $0.063 per share) of tax return of
capital and $312,735 (or $0.006 per share) of long-term capital gains.
During the year ended December 31, 2020, distributable earnings was
increased by $3,111,432 and paid-in capital was decreased by $3,111,432 due to differences between book and tax accounting, primarily for net operating losses. These reclassifications had no effect on the net
assets or net asset value per share of the Fund.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Notes to Financial Statements continued
As of December 31, 2020, the components of distributable earnings (accumulated loss) on a tax basis were as follows:
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Post October capital losses
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$
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(5,342,664
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)
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Net unrealized appreciation
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$
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600,260,776
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At December 31, 2020, the Fund had a net capital loss of $5,342,664 attributable to security transactions incurred after
October 31, 2020 that it has elected to defer. This net capital loss is treated as arising on the first day of the Funds taxable year ending December 31, 2021.
The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Fund at December 31, 2020, as determined on a federal income tax basis, were as follows:
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Aggregate cost
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$
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455,906,267
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Gross unrealized appreciation
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$
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600,833,394
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Gross unrealized depreciation
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(572,618
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)
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Net unrealized appreciation
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$
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600,260,776
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3 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by EVM, a wholly-owned subsidiary of Eaton Vance Corp., 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 Funds 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. For the year ended December 31, 2020, the Funds investment adviser fee amounted to $8,900,226. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves
Fund. EVM also serves as administrator of the Fund, but receives no compensation.
Trustees and officers of the Fund who are members of EVMs
organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the
terms of the Trustees Deferred Compensation Plan. For the year ended December 31, 2020, 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 $337,934,024 and $436,515,548, respectively, for the year ended December 31,
2020.
5 Common Shares of Beneficial Interest and Shelf Offering
Common shares issued by the Fund pursuant to its dividend reinvestment plan for the years ended December 31, 2020 and December 31, 2019 were 93,428 and 157,939, respectively.
Pursuant to a registration statement filed with and declared effective on April 11, 2019 by the SEC, the Fund is authorized to issue up to an additional
3,584,261 common shares through an equity shelf offering program (the shelf offering). Under the shelf offering, the Fund, subject to market conditions, may raise additional capital from time to time and in varying amounts and offering
methods at a net price at or above the Funds net asset value per common share. During the years ended December 31, 2020 and December 31, 2019, the Fund sold 668,511 and 1,106,090 common shares, respectively, and received proceeds
(net of offering costs) of $12,051,025 and $18,409,016, respectively, through its shelf offering. The net proceeds in excess of the net asset value of the shares sold were $35,802 and $221,215 for the years ended December 31, 2020 and
December 31, 2019, respectively. Offering costs (other than the applicable sales commissions) incurred in connection with the shelf offering were borne directly by EVM. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM, is the
distributor of the Funds shares and is entitled to receive a sales commission from the Fund of 1.00% of the gross sales price per share, a portion of which is re-allowed to sales agents. The Fund was
informed that the sales commissions retained by EVD during the years ended December 31, 2020 and December 31, 2019 were $24,346 and $37,191, respectively.
In August 2012, the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Fund is
authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Fund to
purchase a specific amount of shares. There were no repurchases of common shares by the Fund for the years ended December 31, 2020 and December 31, 2019, respectively.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Notes to Financial Statements continued
6 Financial Instruments
The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially
subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at December 31, 2020 is
included in the Portfolio of Investments. At December 31, 2020, the Fund had sufficient cash and/or securities to cover commitments under these contracts.
The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund writes covered call options on individual stocks above the current value of the stock to generate
premium income. In writing call options on individual stocks, the Fund in effect sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Fund retains the risk of
loss, minus the premium received, should the price of the underlying stock decline.
The fair value of open derivative instruments (not considered to be
hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at December 31, 2020 was as follows:
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Fair Value
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Derivative
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Asset Derivative
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Liability Derivative(1)
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Written options
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$
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$
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(9,936,938
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)
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(1)
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Statement of Assets and Liabilities location: Written options outstanding, at value.
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The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for
the year ended December 31, 2020 was as follows:
Report of Independent Registered Public
Accounting Firm
To the Trustees and Shareholders of Eaton Vance Enhanced Equity Income Fund II:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying
statement of assets and liabilities of Eaton Vance Enhanced Equity Income Fund II (the Fund), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial
highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on the Funds financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the
financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial
highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that
our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 17, 2021
We have served as the auditor of one or more Eaton Vance investment companies since 1959.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Federal Tax Information (Unaudited)
The Form 1099-DIV you received in February 2021 showed the tax status of all distributions paid to your account in calendar year 2020. Shareholders are advised to consult
their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of capital gains dividends.
Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2020,
$5,235,465 or, if subsequently determined to be different, the net capital gain of such year.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Dividend Reinvestment Plan
The Fund offers a dividend reinvestment plan (Plan) pursuant to which shareholders may elect to have distributions automatically reinvested in common shares (Shares) of the Fund. You may elect to participate in the
Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by American Stock Transfer & Trust Company, LLC (AST) as dividend
paying agent. On the distribution payment date, if the NAV per Share is equal to or less than the market price per Share plus estimated brokerage commissions, then new Shares will be issued. The number of Shares shall be determined by the greater of
the NAV per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by AST, the Plan agent (Agent). Distributions subject to income tax (if any) are taxable whether or not Shares are reinvested.
If your Shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the
nominee does not offer the Plan, you will need to request that the Funds transfer agent re-register your Shares in your name or you will not be able to participate.
The Agents service fee for handling distributions will be paid by the Fund. Plan participants will be charged their pro rata share of brokerage commissions on
all open-market purchases.
Plan participants may withdraw from the Plan at any time by writing to the Agent at the address noted on the following page.
If you withdraw, you will receive Shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Agent to sell part or all of his or her Shares and remit the proceeds, the Agent is
authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.
If you wish to participate in the Plan and your Shares are held in your
own name, you may complete the form on the following page and deliver it to the Agent. Any inquiries regarding the Plan can be directed to the Agent at
1-866-439-6787.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Application for Participation in Dividend Reinvestment Plan
This form is for shareholders who hold their common shares in their own names. If your common shares are held in the
name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on
your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.
The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my
participation in the Plan as provided in the terms and conditions of the Plan.
Please print exact name
on account
Shareholder signature
Date
Shareholder signature
Date
Please sign exactly as your common
shares are registered. All persons whose names appear on the share certificate must sign.
YOU SHOULD NOT RETURN THIS
FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.
This authorization form, when
signed, should be mailed to the following address:
Eaton Vance Enhanced Equity Income Fund II
c/o American Stock Transfer & Trust Company, LLC
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Board of Trustees Contract Approval
Overview of the Contract Review Process
Even though the following description of the Boards
(as defined below) consideration of investment advisory agreements covers multiple funds, for purposes of this shareholder report, the description is only relevant as to Eaton Vance Enhanced Equity Income Fund II.
At a meeting held on November 10, 2020 (the November Meeting), the Board of Trustees (each, a Board and, collectively, the
Board) of each closed-end Fund (each, a Fund and, collectively, the Funds1) managed by Eaton Vance
Management (Eaton Vance), including a majority of the Board members (the Independent Trustees) who are not interested persons (as defined in the Investment Company Act of 1940 (the 1940 Act)) of the
Funds or Eaton Vance, voted to approve a new investment advisory agreement between each Fund and Eaton Vance, each of which is intended to go into effect upon the completion of the Transaction (as defined below) (each, a New Agreement
and, collectively, the New Agreements). The Boards evaluative process is more fully described below. In voting its approval of the New Agreements at the November Meeting, the Board relied on an order issued by the Securities and
Exchange Commission in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of
the 1940 Act.
In voting its approval of the New Agreements, the Board of each Fund relied upon the recommendation of its Contract Review Committee,
which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed and discussed information furnished by Eaton Vance and Morgan Stanley, as
requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its recommendations. Such information included, among other things, the terms and
anticipated impacts of Morgan Stanleys pending acquisition of Eaton Vance Corp. (the Transaction) on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the
Transaction on the Funds and their respective shareholders, the Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including, but not limited to, information provided in
connection with the annual contract review process for the Funds, which most recently culminated in April 2020 (the 2020 Annual Approval Process).
The Board of each Fund, including the Independent Trustees, concluded that the applicable New Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Agreement and
to recommend that shareholders do so as well.
Shortly after the announcement of the Transaction, the Board, including all of the Independent Trustees,
met with senior representatives from Eaton Vance and Morgan Stanley at its meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the Funds and their shareholders. As part
of the Boards evaluation process, counsel to the Independent Trustees, on behalf of the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New Agreements and the
implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction. The Contract Review Committee considered information furnished by Eaton Vance and Morgan Stanley and their respective affiliates
during meetings on November 5, 2020 and November 10, 2020.
The Contract Review Committee again met with senior representatives of Eaton Vance
and Morgan Stanley at its meeting on November 10, 2020, to further discuss the approval of the New Agreements. The representatives from Eaton Vance and Morgan Stanley each made presentations to, and responded to questions from, the Independent
Trustees. The Contract Review Committee considered Eaton Vances and Morgan Stanleys responses related to the Transaction and specifically to the Funds, as well as information received in connection with the 2020 Annual Approval Process,
with respect to its evaluation of the New Agreements. Among other information, the Board considered:
Information about the Transaction and its Terms
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Information about the material terms and conditions, and expected impact, of the Transaction that relate to the Funds, including the expected impact on the
businesses conducted by Eaton Vance with respect to the Funds and, with respect to those Funds (including Eaton Vance Enhanced Equity Income Fund II) that have shares registered under the Securities Act of 1933, as amended, pursuant to shelf
registration statements, Eaton Vance Distributors, Inc. as the distributor of those shares;
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Information about the advantages of the Transaction as they relate to the Funds and their shareholders;
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A commitment that the Funds would not bear any expenses, directly or indirectly, in connection with the Transaction, including with respect to the solicitation
of shareholder approval of the New Agreements;
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A commitment that, for a period of three years after the Closing, at least 75% of each Funds Board members must not be interested persons (as
defined in the 1940 Act) of the investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act;
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A commitment that Morgan Stanley would use its reasonable best efforts to ensure that it did not impose any unfair burden (as that term is used in
section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction;
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Information with respect to the potential impact of the Transaction on personnel and/or other resources of Eaton Vance and its affiliates, as well as any
expected changes to compensation, including any retention-based compensation intended to incentivize key personnel at Eaton Vance and its affiliates;
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Information regarding any changes that are expected with respect to the Funds slate of officers as a result of the Transaction;
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References to the Funds do not include Eaton Vance Floating-Rate Income Plus Fund.
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Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Board of Trustees Contract Approval continued
Information about Morgan Stanley
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Information about Morgan Stanleys overall business, including information about the advisory, brokerage and related businesses that Morgan Stanley
operates;
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Information about Morgan Stanleys financial condition, including its access to capital and other resources required to support the investment advisory
businesses related to the Funds;
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Information on how the Funds are expected to fit within Morgan Stanleys overall business strategy, and any changes that Morgan Stanley contemplates
implementing to the Funds in the short- or long-term following the closing of the Transaction (the Closing);
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Information regarding risk management functions at Morgan Stanley and its affiliates, including how existing risk management protocols and procedures may impact
the Funds and/or the businesses of Eaton Vance and its affiliates as they relate to the Funds;
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Information on the anticipated benefits of the Transaction to the Funds with respect to potential additional distribution capabilities and the ability to access
new markets and customer segments through Morgan Stanleys distribution network, including, in particular, its institutional client base;
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Information regarding the financial condition and reputation of Morgan Stanley, its worldwide presence, experience as a fund sponsor and manager, commitment to
maintain a high level of cooperation with, and support to, the Funds, strong client service capabilities, and relationships in the asset management industry;
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Information about the New Agreements
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A representation that, after the Closing, all of the Funds will continue to be advised by Eaton Vance, and will continue under the Eaton Vance brand;
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Information regarding the terms of the New Agreements, including certain changes as compared to the current investment advisory agreement between each Fund and
Eaton Vance (collectively, the Current Agreements);
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Information confirming that the fee rates payable under the New Agreements are not changed as compared to the Current Agreements;
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A representation that the New Agreements will not cause any diminution in the nature, extent and quality of services provided by Eaton Vance to the Funds and
their respective shareholders, including with respect to compliance and other non-advisory services;
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Information about Fund Performance, Fees and Expenses
|
|
|
A report from an independent data provider comparing the investment performance of each Fund (including, as relevant, total return data, income data, Sharpe
ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices, over various time periods as of the 2020 Annual Approval Process, as well as performance information as of a more recent date;
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A report from an independent data provider comparing each Funds total expense ratio (and its components) to those of comparable funds as of the 2020 Annual
Approval Process, as well as fee and expense information as of a more recent date;
|
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In certain instances, data regarding investment performance relative to customized groups of peer funds and blended indices identified by Eaton Vance in
consultation with the Portfolio Management Committee of the Board as of the 2020 Annual Approval Process, as well as corresponding performance information as of a more recent date;
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Comparative information concerning the fees charged and services provided by Eaton Vance to each Fund in managing other accounts (which may include other mutual
funds, collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such Fund(s), if any;
|
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|
|
Profitability analyses of Eaton Vance with respect to each of the Funds as of the 2020 Annual Approval Process, as well as information regarding the impact of
the Transaction on profitability;
|
Information about Portfolio Management and Trading
|
|
|
Descriptions of the investment management services currently provided and expected to be provided to each Fund after the Closing, as well as each of the
Funds investment strategies and policies;
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|
|
The procedures and processes used to determine the fair value of Fund assets, when necessary, and actions taken to monitor and test the effectiveness of such
procedures and processes;
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Information regarding any contemplated changes to the policies and practices of Eaton Vance with respect to trading, including their processes for seeking best
execution of portfolio transactions;
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Information regarding the impact on trading and access to capital markets associated with the Funds post-Closing affiliations with Morgan Stanley and its
affiliates, including potential restrictions with respect to the Funds ability to execute portfolio transactions with Morgan Stanley and its affiliates;
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Information about Eaton Vance
|
|
|
Information about the financial results and condition of Eaton Vance since the culmination of the 2020 Annual Approval Process and any material changes in
financial condition that are reasonably expected to occur before and after the Closing;
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Confirmation that there are no immediately contemplated post-Closing changes to the individual investment professionals whose responsibilities include portfolio
management and investment research for the Funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual funds and investment accounts, as
applicable post-Closing;
|
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Board of Trustees Contract Approval continued
|
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The Code of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with, and the administration of, such codes;
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Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;
|
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Information concerning the resources devoted to compliance efforts undertaken by Eaton Vance and its affiliates, including descriptions of their various
compliance programs and their record of compliance;
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Information concerning the business continuity and disaster recovery plans of Eaton Vance and its affiliates;
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Other Relevant Information
|
|
|
Information concerning the nature, cost and character of the administrative and other non-investment advisory services
provided by Eaton Vance and its affiliates;
|
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Information concerning oversight of the relationship with the custodian, subcustodians and fund accountants by Eaton Vance and/or administrator to each of the
Funds;
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Information concerning the benefits of the closed-end fund structure, as well as, where relevant, the closed-end funds market prices, trading volume data, distribution rates and other relevant matters;
|
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Confirmation that Eaton Vance intends to continue to manage the Funds in a manner materially consistent with each Funds current investment objective(s) and
principal investment strategies;
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|
Information regarding Morgan Stanleys commitment to maintaining competitive compensation arrangements to attract and retain highly qualified personnel;
|
|
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|
Confirmation that Eaton Vance and Morgan Stanley will continue to keep the Board apprised of developments as the Transaction progresses and prior to and, as
applicable, following the Closing;
|
|
|
|
Confirmation that the current senior management team at Eaton Vance has indicated its strong support of the Transaction; and
|
|
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|
Information regarding the fact that Morgan Stanley and Eaton Vance Corp. will each derive benefits from the Transaction and that, as a result, they have a
financial interest in the matters that were being considered.
|
As indicated above, the Board and its Contract Review Committee also
considered information received at its regularly scheduled meetings throughout the year, which included information from portfolio managers and other investment professionals of Eaton Vance regarding investment and performance matters, and
considered various investment and trading strategies used in pursuing the Funds investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the Funds. The Board
and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the Funds, and received reports and participated in presentations provided by Eaton Vance
and its affiliates with respect to such matters.
The Contract Review Committee was advised throughout the evaluation process by Goodwin Procter LLP,
independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating the New
Agreements and the weight to be given to each such factor. The conclusions reached with respect to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Independent
Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Agreements.
Nature, Extent and Quality of Services
In considering whether to approve the New Agreements,
the Board evaluated the nature, extent and quality of services currently provided to each Fund by Eaton Vance under the Current Agreements. In evaluating the nature, extent and quality of services to be provided by Eaton Vance under the New
Agreements, the Board considered, among other information, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Eaton Vance, and that Morgan Stanley and Eaton Vance have advised the Board that,
following the Closing, there is not expected to be any diminution in the nature, extent and quality of services provided by Eaton Vance to the Funds and their shareholders, including compliance and other
non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction.
The Board also considered the financial resources of Morgan Stanley and Eaton Vance and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board
considered the benefits to the Funds of being part of a larger combined organization with greater financial resources following the Closing, particularly during periods of market disruptions and volatility. In this regard, the Board considered
information provided by Morgan Stanley regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities and financial condition, as well as information on how the Funds are expected to fit
within Morgan Stanleys overall business strategy and any changes that Morgan Stanley contemplates in the short- or long-term following the Closing. The Board also noted Morgan Stanleys and Eaton Vances commitment to keep the Board
apprised of developments with respect to its long-term integration plans for Eaton Vance and existing Morgan Stanley affiliates and their respective personnel.
The Board considered Eaton Vances management capabilities, investment processes and investment performance in light of the types of investments held by each Fund, including the education, experience and
number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to each Fund. In particular, the Board considered the abilities and experience of Eaton Vances investment
professionals in implementing each Funds investment strategies. The Board also took into account the resources dedicated to portfolio management and other services, the
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Board of Trustees Contract Approval continued
compensation methods of Eaton Vance and other factors, including the reputation and resources of Eaton Vance to recruit and retain highly qualified research, advisory and supervisory investment professionals. With
respect to the recruitment and retention of key personnel, the Board noted information from Morgan Stanley and Eaton Vance regarding the benefits of joining Morgan Stanley. In addition, the Board considered the time and attention devoted to the
Funds by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services. With respect to the
foregoing, the Board also considered information from Eaton Vance and Morgan Stanley regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which Eaton Vance or its
affiliates may be subject in managing the Funds and in connection with the Transaction. The Board considered the deep experience of Eaton Vance and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such as the Funds. In this regard, the Board considered, among other things, Eaton Vances and its affiliates experience with implementing leverage arrangements, monitoring and assessing
trading price discounts and premiums and adhering to the requirements of securities exchanges.
The Board considered the compliance programs of Eaton
Vance and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio
valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of Eaton Vance 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 also considered certain information relating to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory
authorities. With respect to the foregoing, including the compliance programs of Eaton Vance, the Board noted information regarding the impact of the Transaction, as well as Eaton Vances and Morgan Stanleys commitment to keep the Board
apprised of developments with respect to its long-term integration plans for Eaton Vance and existing Morgan Stanley affiliates and their respective personnel.
The Board considered other administrative services provided and to be provided or overseen by Eaton Vance 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 fund complex offering exposure to a variety of asset classes and investment disciplines. The Board noted information that the Transaction was not expected to have any material impact on
such matters in the near-term.
In evaluating the nature, extent and quality of the services to be provided under the New Agreements, the Board also
considered investment performance information provided for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In this regard, the Board compared each Funds investment
performance to that of comparable funds identified by an independent data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly managed funds. The Board also considered, where
applicable, Fund-specific performance explanations based on criteria established by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent date. In addition to the foregoing
information, it was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing each Funds performance against applicable benchmark indices and peer groups. In addition,
the Board considered each Funds performance in light of overall financial market conditions. Where a Funds relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanations from
Eaton Vance concerning the Funds relative performance versus the peer group.
After consideration of the foregoing factors, among others, and based
on their review of the materials provided and the assurances received from, and recommendations of, Eaton Vance and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent and quality of
services provided to the Funds by Eaton Vance and its affiliates and that the Transaction was not expected to have an adverse effect on the ability of Eaton Vance and its affiliates to provide those services. The Board concluded that the nature,
extent and quality of services expected to be provided by Eaton Vance, taken as a whole, are appropriate and expected to be consistent with the terms of the New Agreements.
Management Fees and Expenses
The Board considered contractual fee rates payable by each Fund
for advisory and administrative services (referred to collectively as management fees) in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board
considered each Funds management fees and total expense ratio over various periods, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses.
The Board also considered factors, and, where applicable, certain Fund-specific factors, that had an impact on a Funds total expense ratio relative to
comparable funds, as identified by Eaton Vance in response to inquiries from the Contract Review Committee. The Board considered that the New Agreement does not change a Funds management fee rate or the computation method for calculating such
fees, including any separately executed permanent contractual management fee reduction currently in place for the Fund.
The Board also received and
considered, where applicable, information about the services offered and the fee rates charged by Eaton Vance to other types of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar
investment style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services Eaton Vance provides to the Funds as compared to other types of accounts and the material differences in compliance,
reporting and other legal burdens and risks to Eaton Vance as between each Fund and other types of accounts.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Board of Trustees Contract Approval continued
After considering the foregoing information, and in light of the nature, extent and quality of the services expected to be provided by Eaton Vance, the Board concluded that the management fees charged for advisory
and related services are reasonable with respect to its approval of the New Agreements.
Profitability and Fall-Out Benefits
During the 2020 Annual Approval Process, the Board considered the level of profits
realized by Eaton Vance and relevant affiliates thereof in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered the level of profits realized without regard to marketing
support or other payments by Eaton Vance and its affiliates to third parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by Eaton
Vance and its affiliates were not deemed to be excessive by the Board.
The Board noted that Morgan Stanley and Eaton Vance are expected to realize, over
time, cost savings from the Transaction based on eliminating duplicate corporate overhead expenses. The Board considered, however, information from Eaton Vance and Morgan Stanley that such cost savings are not expected to be realized immediately
upon the Closing and that, accordingly, there are currently no specific expected changes in the levels of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the Transaction. The
Board noted that it will continue to receive information regarding profitability during its annual contract review processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.
The Board also considered direct or indirect fall-out benefits received by Eaton Vance and its affiliates in connection with
their respective relationships with the Funds, including the benefits of research services that may be available to Eaton Vance and its affiliates as a result of securities transactions effected for the Funds and other investment advisory clients.
In evaluating the fall-out benefits to be received by Eaton Vance and its affiliates under the New Agreements, the Board considered whether the Transaction would have an impact on the fall-out benefits currently realized by Eaton Vance and its affiliates in connection with services provided pursuant to the Current Agreements.
The Board of each Fund considered that Morgan Stanley may derive reputational and other benefits from its ability to use the names of Eaton Vance and its affiliates in connection with operating and marketing the
Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan Stanleys assets under management and expand Morgan Stanleys investment capabilities.
Economies of Scale
The
Board also considered the extent to which Eaton Vance and its affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the
difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual Approval Process, the Board reviewed data summarizing the
increases and decreases in the assets of the Funds and of all Eaton Vance funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability of Eaton Vance and its affiliates may
have been affected by such increases or decreases.
The Board noted that Morgan Stanley and Eaton Vance are expected to benefit from possible growth of
the Funds resulting from enhanced distribution capabilities, including with respect to the Funds potential access to Morgan Stanleys institutional client base. Based upon the foregoing, the Board concluded that the Funds currently share
in the benefits from economies of scale, if any, when they are realized by Eaton Vance, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale realized by Eaton Vance. The Board also
considered the fact that the Funds are not continuously offered in the same manner as an open-end fund and that, notwithstanding that certain Funds (including Eaton Vance Enhanced Equity Income Fund II) are
authorized to issue additional common shares through a shelf offering, the Funds assets may not increase materially in the foreseeable future.
Conclusion
Based on its consideration of the foregoing, and such other information it deemed
relevant, including the factors and conclusions described above, the Contract Review Committee recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board, including a majority of
the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended that shareholders approve the New Agreements.
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Management and Organization
Fund Management. The Trustees of Eaton Vance Enhanced Equity Income Fund II (the Fund) are responsible for the overall management and supervision of the Funds affairs. The Trustees and
officers of the Fund are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. The noninterested Trustees consist of those Trustees who are not
interested persons of the Fund, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, EVC refers to Eaton Vance
Corp., EV refers to Eaton Vance, Inc., EVM refers to Eaton Vance Management, BMR refers to Boston Management and Research and EVD refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate
parent and trustee, respectively, of EVM and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 144 portfolios
(with the exception of Messrs. Faust and Wennerholm and Ms. Frost who oversee 143 portfolios) in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other
Eaton Vance funds.
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Fund
|
|
Term Expiring;
Trustee
Since(1)
|
|
Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience
|
|
|
|
|
Interested Trustee
|
|
|
|
|
|
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|
|
|
|
Thomas E. Faust Jr.
1958
|
|
Class I
Trustee
|
|
Until 2023.
Trustee since 2007.
|
|
Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and
Director of EVD. Trustee and/or officer of 143 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Fund.
Directorships in the Last Five Years. Director of EVC and Hexavest Inc. (investment management firm).
|
|
|
|
|
Noninterested Trustees
|
|
|
|
|
|
|
|
|
|
|
Mark R. Fetting
1954
|
|
Class III
Trustee
|
|
Until 2022.
Trustee since
2016.
|
|
Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief
Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior
Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).
Other Directorships in the Last Five Years. None.
|
|
|
|
|
Cynthia E. Frost
1961
|
|
Class I
Trustee
|
|
Until 2023.
Trustee since 2014.
|
|
Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for
Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989).
Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).
Other Directorships in the Last Five Years.
None.
|
|
|
|
|
George J. Gorman
1952
|
|
Class II
Trustee
|
|
Until 2021.
Trustee since 2014.
|
|
Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm)
(1974-2009).
Other Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the
Ashmore Funds (9 funds) (2010-2014).
|
|
|
|
|
Valerie A. Mosley
1960
|
|
Class III
Trustee
|
|
Until 2022.
Trustee since 2014.
|
|
Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Formerly, Partner and Senior Vice President,
Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly
worked in institutional corporate bond sales at Kidder Peabody (1986-1990).
Other Directorships in the Last
Five Years. Director of DraftKings, Inc.
(digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage
REIT) (2013-2020).
|
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Management and Organization continued
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Fund
|
|
Term Expiring;
Trustee
Since(1)
|
|
Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience
|
|
|
|
Noninterested Trustees (continued)
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|
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|
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|
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William H. Park
1947
|
|
Chairperson of the Board and Class II Trustee
|
|
Until 2021.
Chairperson of the Board since 2016 and Trustee since 2003.
|
|
Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group L.P. (investment
management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm)
(2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public
accounting firm) (1972-1981).
Other Directorships in the Last Five Years. None.
|
|
|
|
|
Helen Frame Peters
1948
|
|
Class II
Trustee
|
|
Until 2021.
Trustee since 2008.
|
|
Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002).
Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm)
(1991-1998).
Other Directorships in the Last Five Years. None.
|
|
|
|
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Keith Quinton
1958
|
|
Class I
Trustee
|
|
Until 2023.
Trustee since 2018.
|
|
Private investor, researcher and lecturer. Independent Investment Committee Member at New Hampshire Retirement System (since 2017). Formerly,
Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).
Other Directorships in the Last Five Years. Director (since 2016) and
Chairman (since 2019) of New Hampshire Municipal Bond Bank.
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|
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Marcus L. Smith
1966
|
|
Class III
Trustee
|
|
Until 2022.
Trustee since 2018.
|
|
Private investor. Member of Posse Boston Advisory Board (foundation) (since 2015). Formerly, Portfolio Manager at MFS Investment Management
(investment management firm) (1994-2017).
Other Directorships in the Last Five Years. Director of MSCI Inc. (global provider of investment
decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).
|
|
|
|
|
Susan J. Sutherland
1957
|
|
Class II
Trustee
|
|
Until 2021.
Trustee since 2015.
|
|
Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of
Hagerty Holding Corp. (insurance and reinsurance) (2015-2018). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).
Other Directorships in the Last Five Years. Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021).Formerly, Director of Montpelier Re Holdings Ltd. (global provider of
customized insurance and reinsurance products) (2013-2015).
|
|
|
|
|
Scott E. Wennerholm
1959
|
|
Class I
Trustee
|
|
Until 2023.
Trustee since 2016.
|
|
Private Investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group
(executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis
Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).
Other Directorships in the Last Five Years. None.
|
|
|
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Fund
|
|
Officer
Since(2)
|
|
Principal Occupation(s)
During Past Five Years
|
|
Principal Officers who are not Trustees
|
|
|
|
|
Edward J. Perkin
1972
|
|
President
|
|
2014
|
|
Vice President and Chief Equity Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (CRM).
|
|
|
|
|
Deidre E. Walsh
1971
|
|
Vice President
|
|
2009
|
|
Vice President of EVM and BMR.
|
|
|
|
|
Maureen A. Gemma
1960
|
|
Secretary and Chief Legal Officer
|
|
2005
|
|
Vice President of EVM and BMR. Also Vice President of CRM.
|
Eaton Vance
Enhanced Equity Income Fund II
December 31, 2020
Management and Organization continued
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s)
with the
Fund
|
|
Officer
Since(2)
|
|
Principal Occupation(s)
During Past Five Years
|
|
Principal Officers who are not Trustees (continued)
|
|
|
|
|
James F. Kirchner
1967
|
|
Treasurer
|
|
2007
|
|
Vice President of EVM and BMR. Also Vice President of CRM.
|
|
|
|
|
Richard F. Froio
1968
|
|
Chief Compliance Officer
|
|
2017
|
|
Vice President of EVM and BMR since 2017. Formerly Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at
BlackRock/Barclays Global Investors (2009-2012).
|
(1)
|
Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated
otherwise.
|
(2)
|
Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent
election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election. Each officer serves until his or her successor is elected.
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Eaton Vance Funds
IMPORTANT NOTICES
Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each entity listed below has
adopted privacy policy and procedures (Privacy Program) Eaton Vance believes is reasonably designed to protect your personal information and to govern when and with whom Eaton Vance may share your personal information.
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At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name, address, social security number, tax
status, account numbers, and account balances. This information is necessary for us to both open an account for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer
requirements.
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On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated third parties that perform various
services for Eaton Vance and/or your account. These third parties include transfer agents, custodians, broker/dealers and our professional advisers including auditors, accountants, and legal counsel. Eaton Vance may share your personal
information with our affiliates. Eaton Vance may also share your information as required or permitted by applicable law.
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We have adopted a Privacy Program we believe is reasonably designed to protect the confidentiality of your personal information and to prevent unauthorized
access to your information.
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We reserve the right to change our Privacy Program at any time upon proper notification to you. You may want to review our Privacy Program periodically for
changes by accessing the link on our homepage: www.eatonvance.com.
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Our pledge of protecting your personal information applies to the
following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance WaterOak Advisors, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International)
Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Managements Real Estate Investment Group, Boston Management and Research, Calvert Research and Management, and Calvert Funds. This notice
supersedes all previously issued privacy disclosures. For more information about Eaton Vances Privacy Program or about how your personal information may be used, 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. American Stock Transfer & Trust
Company, LLC (AST), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct AST, or your financial
intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST or your financial intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will
typically be effective within 30 days of receipt by AST or your financial intermediary.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the SEC. Certain
information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SECs website at www.sec.gov.
Proxy Voting. From time to time, funds are required to vote proxies related to the
securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds and Portfolios Boards. You may obtain a description of
these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon
request, by calling 1-800-262-1122 and by accessing the SECs website at www.sec.gov.
Share Repurchase Program. The Funds Board of Trustees has approved a share
repurchase program authorizing the Fund to repurchase up to 10% of its common shares outstanding as of the last day of the prior calendar year in open-market transactions at a discount to net asset value. The repurchase program does not obligate the
Fund to purchase a specific amount of shares. The Funds repurchase activity, including the number of shares purchased, average price and average discount to net asset value, is disclosed in the Funds annual and semi-annual reports to
shareholders.
Additional Notice to Shareholders. If applicable, a Fund
may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary.
Closed-End Fund Information. Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly after the end of each month. Other information about the funds is
available on the website. The funds net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted to the website
approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under Individual Investors Closed-End Funds.
Investment Adviser and Administrator
Eaton Vance Management
Two International Place
Boston, MA 02110
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer Agent
American Stock Transfer &
Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
Fund Offices
Two International Place
Boston, MA 02110
2426 12.31.20