<DOCUMENT>
<TYPE>EX-99.(G)(1)
<SEQUENCE>4
<FILENAME>b52674a1exv99wxgyx1y.txt
<DESCRIPTION>EX-(G)(1)INVESTMENT ADVISORY AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT (g)(1)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II
                          INVESTMENT ADVISORY AGREEMENT

     AGREEMENT  made  this  20th day of  December,  2004,  between  Eaton  Vance
Enhanced  Equity Income Fund II, a  Massachusetts  business trust (the "Trust"),
and Eaton Vance Management, a Massachusetts business trust (the "Adviser").

     1. DUTIES OF THE ADVISER.  The Trust  hereby  employs the Adviser to act as
investment  adviser for and to manage the  investment  and  reinvestment  of the
assets of the Trust and to administer its affairs, subject to the supervision of
the  Trustees  of the  Trust,  for the period and on the terms set forth in this
Agreement.

     The Adviser hereby accepts such employment, and undertakes to afford to the
Trust the advice and assistance of the Adviser's  organization  in the choice of
investments  and in the  purchase  and sale of  securities  for the Trust and to
furnish  for  the  use of the  Trust  office  space  and  all  necessary  office
facilities,  equipment and personnel for servicing the  investments of the Trust
and to pay the  salaries  and fees of all officers and Trustees of the Trust who
are  members of the  Adviser's  organization  and all  personnel  of the Adviser
performing services relating to research and investment activities.  The Adviser
shall for all  purposes  herein be deemed to be an  independent  contractor  and
shall, except as otherwise  expressly provided or authorized,  have no authority
to act for or represent  the Trust in any way or otherwise be deemed an agent of
the Trust.

     The Adviser shall  provide the Trust with such  investment  management  and
supervision as the Trust may from time to time consider necessary for the proper
supervision of the Trust. As investment  adviser to the Trust, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what  securities  and  other  investments  shall  be  acquired,  disposed  of or
exchanged  and what  portion of the  Trust's  assets  shall be held  uninvested,
subject  always to the  applicable  restrictions  of the  Declaration  of Trust,
By-Laws and  registration  statement  of the Trust.  Should the  Trustees of the
Trust at any time,  however,  make any specific  determination  as to investment
policy for the Trust and notify the  Adviser  thereof in  writing,  the  Adviser
shall be bound by such  determination for the period, if any,  specified in such
notice or until similarly notified that such determination has been revoked. The
Adviser shall take, on behalf of the Trust,  all actions that it deems necessary
or desirable to implement the investment policies of the Trust.

     The Adviser  shall place all orders for the  purchase or sale of  portfolio
securities for the account of the Trust either  directly with the issuer or with
brokers or dealers  selected by the  Adviser,  and, to that end,  the Adviser is
authorized,  as the agent of the Trust, to give instructions to the custodian of
the Trust as to deliveries of securities and payments of cash for the account of
the Trust.  In connection  with the selection of such brokers or dealers and the
placing of such orders,  the Adviser shall adhere to  procedures  adopted by the
Board of Trustees of the Trust.

     The  Adviser  shall  not  be  responsible  for  providing  certain  special
administrative  services  to  the  Trust  under  this  Agreement.   Eaton  Vance
Management,  in its capacity as Administrator of the Trust, shall be responsible
for  providing   such   services  to  the  Trust  under  the  Trust's   separate
Administration Agreement.
<PAGE>
     2. COMPENSATION OF THE ADVISER.  For the services,  payments and facilities
to be  furnished  hereunder  by the  Adviser,  the Adviser  shall be entitled to
receive from the Trust  compensation in an amount equal to 1.00% annually of the
average  daily gross  assets of the Trust.  (For  purposes of this  calculation,
"gross assets" of the Trust shall mean total assets of the Trust,  including any
form of investment  leverage,  minus all accrued expenses incurred in the normal
course  of  operations,   but  not  excluding  any  liabilities  or  obligations
attributable to investment  leverage  obtained  through (i)  indebtedness of any
type (including, without limitation,  borrowing through a credit facility or the
issuance debt securities), (ii) the issuance of preferred stock or other similar
preference  securities,  (iii)  the  reinvestment  of  collateral  received  for
securities  loaned in  accordance  with the Trust's  investment  objectives  and
policies, and/or (iv) any other means.)

     Such compensation shall be paid monthly in arrears on the last business day
of each month.  The Trust's net assets shall be computed in accordance  with the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Trustees of the Trust.

     In case of initiation or termination of the Agreement during any month, the
fee for that month shall be reduced  proportionately  on the basis of the number
of calendar  days during  which the  Agreement is in effect and the fee shall be
computed  upon the basis of the average  gross assets for the business  days the
Agreement is so in effect for that month.

     The  Adviser  may,  from  time to time,  waive  all or a part of the  above
compensation.

     3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Trust will
pay all expenses other than those expressly  stated to be payable by the Adviser
hereunder,  which expenses  payable by the Trust shall include,  without implied
limitation (i) expenses of  maintaining  the Trust and continuing its existence;
(ii)  registration of the Trust under the Investment  Company Act of 1940; (iii)
commissions,  spreads,  fees and other expenses  connected with the acquisition,
holding and  disposition  of securities  and other  investments;  (iv) auditing,
accounting and legal expenses;  (v) taxes and interest;  (vi) governmental fees;
(vii)  expenses  of  listing  shares of the  Trust  with a stock  exchange,  and
expenses of issue, sale,  repurchase and redemption (if any) of interests in the
Trust,  including  expenses  of  conducting  tender  offers  for the  purpose of
repurchasing Trust interests;  (viii) expenses of registering and qualifying the
Trust and its shares under  federal and state  securities  laws and of preparing
and filing  registration  statements  and  amendments  for such  purposes;  (ix)
expenses of reports and notices to shareholders  and of meetings of shareholders
and proxy  solicitations  therefore;  (x)  expenses  of reports to  governmental
officers and commissions;  (xi) insurance expenses; (xii) association membership
dues;  (xiii) fees,  expenses and  disbursements of custodians and subcustodians
for all services to the Trust  (including,  without  limitation,  safekeeping of
funds, securities and other investments, keeping of books, accounts and records,
and determination of net asset values);  (xiv) fees,  expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars  for  all  services  to  the  Trust;   (xv)  expenses  for  servicing
shareholder  accounts;  (xvi) any direct charges to shareholders approved by the
Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust
who are not members of the Adviser's organization; (xviii) pricing and valuation
services  employed by the Trust;  (xix) all expenses incurred in connection with
leveraging  of  Trust's  assets  through  a  line  of  credit,  or  issuing  and
maintaining  preferred shares; and (xx) such  non-recurring  items as may arise,
including  expenses  incurred in connection  with  litigation,  proceedings  and
claims and the  obligation of the Trust to indemnify its Trustees,  officers and
shareholders with respect thereto.

                                       2
<PAGE>
     4. OTHER  INTERESTS.  It is  understood  that  Trustees and officers of the
Trust and  shareholders  of the Trust are or may be or become  interested in the
Adviser as trustees,  officers,  employees,  shareholders  or otherwise and that
trustees,  officers  and  shareholders  of the  Adviser  are or may be or become
similarly  interested  in the  Trust,  and that  the  Adviser  may be or  become
interested in the Trust as a shareholder  or  otherwise.  It is also  understood
that trustees,  officers,  employees and  shareholders  of the Adviser may be or
become interested (as directors, trustees, officers, employees,  shareholders or
otherwise) in other companies or entities (including,  without limitation, other
investment companies) that the Adviser may organize, sponsor or acquire, or with
which it may merge or consolidate, and which may include the words "Eaton Vance"
or any  combination  thereof as part of their name,  and that the Adviser or its
subsidiaries  or affiliates may enter into advisory or management  agreements or
other contracts or relationships with such other companies or entities.

     5.  LIMITATION OF LIABILITY OF THE ADVISER.  The services of the Adviser to
the Trust are not to be deemed to be exclusive, the Adviser being free to render
services to others and engage in other  business  activities.  In the absence of
willful  misfeasance,  bad faith,  gross  negligence  or reckless  disregard  of
obligations  or duties  hereunder on the part of the Adviser,  the Adviser shall
not be subject to liability to the Trust or to any  shareholder of the Trust for
any act or  omission in the course of, or  connected  with,  rendering  services
hereunder or for any losses that may be sustained in the acquisition, holding or
disposition  of any interest in a Loan or of any  security,  investment or other
asset.

     6.   SUB-INVESTMENT   ADVISERS.   The   Adviser  may  employ  one  or  more
sub-investment  advisers  from  time to time to  perform  such of the  acts  and
services of the Adviser provided for by this Agreement,  including the selection
of brokers or dealers to execute the Trust's  portfolio  security  transactions,
and upon such terms and conditions as may be agreed upon between the Adviser and
such  sub-investment  adviser and approved by the Trustees of the Trust,  all as
permitted by the Investment  Company Act of 1940.  This provision does not limit
the  Adviser's  ability,  pursuant to this  Agreement,  to provide the  services
contemplated  without the  assistance  of a  sub-investment  adviser.  Moreover,
subject to approval  of the  Trust's  Board of  Trustees,  the  Adviser  retains
complete  authority at any time immediately to assume direct  responsibility for
any function  delegated to a  sub-investment  adviser pursuant to this Section 6
without the need for any approval by the holders of the voting securities of the
Trust.

     7. DURATION AND TERMINATION OF THIS AGREEMENT.  This Agreement shall become
effective  upon the date of its  execution,  and,  unless  terminated  as herein
provided,  shall remain in full force and effect through and including  December
20, 2006 and shall  continue in full force and effect  indefinitely  thereafter,
but only so long as such  continuance  after  December 20, 2006 is  specifically
approved at least  annually (i) by the Board of Trustees of the Trust or by vote
of a majority of the outstanding  voting securities of the Trust and (ii) by the
vote of a majority of those Trustees of the Trust who are not interested persons
of the  Adviser or the Trust cast in person at a meeting  called for the purpose
of voting on such approval.

     Either  party  hereto may,  at any time on sixty (60) days'  prior  written
notice to the  other,  terminate  this  Agreement  without  the  payment  of any
penalty,  by action of Trustees of the Trust or the trustees of the Adviser,  as
the case may be, and the Trust may, at any time upon such written  notice to the
Adviser,  terminate  this  Agreement  by vote of a majority  of the  outstanding
voting securities of the Trust. This Agreement shall terminate  automatically in
the event of its assignment.

     8. AMENDMENTS OF THE AGREEMENT.  This Agreement may be amended by a writing
signed by both parties  hereto,  provided  that no  amendment to this  Agreement
shall  be  effective  until  approved  (i) by the  vote of a  majority  of those
Trustees of the Trust who are not interested persons of the Adviser or the Trust
cast in person at a meeting  called for the purpose of voting on such  approval,
and (ii) by vote of a  majority  of the  outstanding  voting  securities  of the
Trust,  except for any such  amendment as may be effected in the absence of such
approval without violating the Investment Company Act of 1940.

                                       3
<PAGE>
     9.  LIMITATION  OF  LIABILITY.   The  Adviser  expressly  acknowledges  the
provision  in the  Declaration  of  Trust of the  Trust  limiting  the  personal
liability of the  Trustees,  officers  and  shareholders  of the Trust,  and the
Adviser  hereby  agrees that it shall have  recourse to the Trust for payment of
claims or obligations  as between the Trust and the Adviser  arising out of this
Agreement  and  shall  not  seek  satisfaction  from  any  Trustee,  officer  or
shareholders of the Trust.

     10. USE OF THE NAME "EATON VANCE".  The Adviser hereby  consents to the use
by the Trust of the name "Eaton  Vance" as part of the Trust's  name;  provided,
however,  that such consent  shall be  conditioned  upon the  employment  of the
Adviser or one of its  affiliates as the  investment  adviser of the Trust.  The
name  "Eaton  Vance" or any  variation  thereof may be used from time to time in
other  connections  and for other purposes by the Adviser and its affiliates and
other  investment  companies  that have obtained  consent to the use of the name
"Eaton  Vance".  The Adviser  shall have the right to require the Trust to cease
using the name "Eaton  Vance" as part of the Trust's  name if the Trust  ceases,
for any reason,  to employ the Adviser or one of its  affiliates  as the Trust's
investment  adviser.  Future names  adopted by the Trust for itself,  insofar as
such names include identifying words requiring the consent of the Adviser, shall
be the  property  of the  Adviser  and shall be  subject  to the same  terms and
conditions.

     11. CERTAIN  DEFINITIONS.  The terms "assignment" and "interested  persons"
when used herein shall have the respective  meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter  amended subject,  however,
to such  exemptions as may be granted by the Securities and Exchange  Commission
by  any  rule,  regulation  or  order.  The  term  "vote  of a  majority  of the
outstanding   voting   securities"   shall  mean  the  vote,  at  a  meeting  of
shareholders,  of the  lesser of (a) 67 per  centum or more of the shares of the
Trust present or represented by proxy at the meeting if the shareholders of more
than 50 per centum of the  shares of the Trust are  present  or  represented  by
proxy at the meeting, or (b) more than 50 per centum of the shares of the Trust.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed on the day and year first above written.

                                      EATON VANCE ENHANCED EQUITY INCOME FUND II


                                      By: /s/ Duncan W. Richardson
                                          -------------------------------------
                                          President, and not Individually


                                      EATON VANCE MANAGEMENT


                                      By: /s/ Alan R. Dynner
                                          -------------------------------------
                                          Vice President, and not Individually




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