<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>5
<FILENAME>b52674a1exv99wxgyx2y.txt
<DESCRIPTION>EX-(G)(2) SUB-ADVISORY AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT (g)(2)

                   EATON VANCE ENHANCED EQUITY INCOME FUND II
                        INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT  effective  this  20th  day of  December,  2004  between  Eaton  Vance
Management,  a  Massachusetts  business  trust  (the  "Adviser"),   and  Rampart
Investment   Management   Company,   Inc.,  a  Massachusetts   corporation  (the
"Sub-Adviser").

WHEREAS,  Eaton Vance Enhanced Equity Income Fund II (the "Trust") is registered
under the  Investment  Company Act of 1940,  as amended (the "1940  Act"),  as a
closed-end, management investment company; and

WHEREAS,  pursuant to an Investment Advisory Agreement,  dated December 20, 2004
(the  "Advisory  Agreement"),   a  copy  of  which  has  been  provided  to  the
Sub-Adviser,  the  Trust  has  retained  the  Adviser  to  render  advisory  and
management services with regard to the Trust's options strategy; and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser  wishes to retain the  Sub-Adviser  to furnish  investment  advisory
services  to the  Trust  related  to  the  Trust's  options  strategy,  and  the
Sub-Adviser is willing to furnish such services to the Trust and the Adviser.

NOW,  THEREFORE,  in  consideration  of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Sub-Adviser
as follows:

     1.  APPOINTMENT.  The Adviser hereby appoints the Sub-Adviser to act as the
investment  adviser for and to manage the  investment  and  reinvestment  of the
assets of the Trust  related to the  Trust's  option  strategy  on the terms set
forth in this Agreement.  The Sub-Adviser accepts such appointment and agrees to
furnish  the  services  herein  set forth  herein  for the  compensation  herein
provided.  The  Sub-Adviser  shall not be responsible for aspects of the Trust's
investment program other than its option strategy,  including without limitation
purchases  and sales of securities  other than options,  selection of brokers to
conduct such  purchases and sales of securities  other than options,  compliance
with investment  policies and restrictions other than those concerning  options,
or proxy voting.

     2. SUB-ADVISER  DUTIES.  Subject to the supervision of the Trust's Board of
Trustees  (the  "Board")  and  the  Adviser,  the  Sub-Adviser  will  provide  a
continuous  investment  program  relating  to the  Trust's  purchase  or sale of
options for the Trust's portfolio.  Subject to approval of the Trust's Board and
notice to the Sub-Adviser, the Adviser retains complete authority immediately to
assume direct responsibility for any function delegated to the Sub-Adviser under
this Agreement.  Subject to the foregoing,  the Sub-Adviser will provide options
investment  research  and conduct a  continuous  program of options  evaluation,
investment,  sales,  and  reinvestment  of the Trust's assets by determining the
options  strategy that the Trust shall pursue,  including which options shall be
purchased,  entered into, sold,  closed,  or exchanged for the Trust, when these
transactions  should be  executed,  and what  portion of the assets of the Trust
shall have options written  against.  The Sub-Adviser  will provide the services
under this  Agreement in  accordance  with the Trust's  investment  objective or
objectives,  policies,  and  restrictions as stated in the Trust's  Registration
Statement filed with the Securities and Exchange  Commission ("SEC"), as amended
(the "Registration Statement"), copies of which shall be sent to the Sub-Adviser
by the  Adviser  prior  to the  commencement  of  this  Agreement  and  promptly
following any such amendment.  The Adviser and the Sub-Adviser  further agree as
follows:

     a. Each of the Adviser and the  Sub-Adviser  will conform with the 1940 Act
     and all rules and regulations thereunder,  all other applicable federal and
     state laws and regulations,  with any applicable  procedures adopted by the
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     Trust's  Board of which  the  Sub-Adviser  has  been  sent a copy,  and the
     provisions of the  Registration  Statement,  of which the  Sub-Adviser  has
     received  a copy and with the  Sub-Adviser's  portfolio  manager  operating
     policies and procedures as are approved by the Adviser. Each of the Adviser
     and the  Sub-Adviser  shall exercise  reasonable care in the performance of
     its duties under the Agreement.

     b. In  connection  with any purchase and sale of  securities  for the Trust
     related to the  implementation  of the options  strategy  developed  by the
     Sub-Adviser,  the  Sub-Adviser  will  arrange for the  transmission  to the
     custodian  for  the  Trust  (the   "Custodian")   on  a  daily  basis  such
     confirmation,   trade  tickets,   and  other  documents  and   information,
     including, but not limited to, Cusip, Cedel, or other numbers that identify
     options  to be  purchased  or  sold  on  behalf  of  the  Trust,  as may be
     reasonably  necessary to enable the Custodian to perform its administrative
     and recordkeeping  responsibilities with respect to the Trust. With respect
     to options to be settled  through the Trust's  Custodian,  the  Sub-Adviser
     will  arrange  for the  prompt  transmission  of the  confirmation  of such
     options trades to the Trust's Custodian.

     c. The Sub-Adviser  will assist the Custodian in determining or confirming,
     consistent  with the  procedures  and policies  stated in the  Registration
     Statement or adopted by the Board, the value of any options or other assets
     of the Trust for which the  Sub-Adviser  is  responsible  and for which the
     Custodian   seeks   assistance   from  or  identifies  for  review  by  the
     Sub-Adviser;  provided  that  the  Sub-Adviser  shall  be  responsible  for
     determining  in good faith,  consistent  with the  procedures  and policies
     stated in the  Registration  Statement  or adopted  by the Board,  the fair
     value of the  Trust's  portfolio  of options for which the  Sub-Adviser  is
     responsible  and shall obtain at its own expense  pricing  services for the
     Trust's portfolio of options from Interactive Data ("IDS"),  Bloomberg,  or
     another pricing service to be mutually agreed. The parties acknowledge that
     the  Sub-Adviser is not a custodian of the Trust's assets and will not take
     possession or custody of such assets.

     d. Following the end of the Trust's semi-annual period and fiscal year, the
     Sub-Adviser  will assist the Adviser in preparing a letter to  shareholders
     containing a discussion of relevant  investment  factors in respect of both
     the prior quarter and the fiscal year to date.

     e. The  Sub-Adviser  will  complete  and  deliver to the  Adviser  for each
     quarter  by the  5th  business  day  of the  following  quarter  a  written
     compliance  checklist  in a form  provided by the  Adviser  relating to the
     performances of the Sub-Adviser under this Agreement.

     f. The  Sub-Adviser  will make  available  to the  Trust  and the  Adviser,
     promptly upon request,  any of the Trust's  investment  records and ledgers
     maintained  by the  Sub-Adviser  (which  shall not  include the records and
     ledgers  maintained by the Custodian or portfolio  accounting agent for the
     Trust) as are  necessary to assist the Trust and the Adviser to comply with
     requirements  of the 1940 Act and the  Investment  Advisers Act of 1940, as
     amended (the  "Advisers  Act"),  and the rules under each, as well as other
     applicable  laws. The  Sub-Adviser  will furnish to regulatory  authorities
     having the  requisite  authority any  information  or reports in connection
     with such  services in respect to the Trust which may be  requested by such
     authorities  in order to ascertain  whether the operations of the Trust are
     being   conducted  in  a  manner   consistent   with  applicable  laws  and
     regulations.

     g. The Sub-Adviser  will provide reports to the Board for  consideration at
     meetings of the Board on the options portion of the investment  program for
     the Trust and the options purchased and sold for the Trust's portfolio, and
     will furnish the Board with such periodic and special  reports as the Board
     and the Adviser may reasonably request.

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     h. The Adviser  shall assure that the Trust  complies  with its  investment
     policies  and  restrictions  as set  forth in the  Registration  Statement,
     except for  policies  and  restrictions  concerning  implementation  of the
     Trust's options strategy, and the Adviser acknowledges that the Sub-Adviser
     shall not be  responsible  for the Trust's  compliance  with its investment
     policies and restrictions other than those concerning implementation of the
     Trust's option strategy.

     i. The Adviser  acknowledges  that the Sub-Adviser shall not be responsible
     for   meeting  or   monitoring   compliance   with  the  income  and  asset
     diversification  requirements of Section 851 of the Internal  Revenue Code,
     and the Adviser acknowledges that the Adviser is responsible for the same.

     3. BROKER-DEALER SELECTION. The Sub-Adviser is authorized to make decisions
to buy and sell options for the Trust's portfolio,  and to select broker-dealers
and to negotiate brokerage  commission rates in effecting an option transaction.
The Sub-Adviser's  primary consideration in effecting an option transaction will
be to obtain the best  execution for the Trust,  taking into account the factors
specified in the prospectus  and/or statement of additional  information for the
Trust,  and  determined in  consultation  with the Adviser,  which include price
(including the applicable  brokerage  commission or dollar spread),  the size of
the  order,  the  nature  of the  market  for  the  option,  the  timing  of the
transaction,   the  reputation,   experience  and  financial  stability  of  the
broker-dealer involved, the quality of the service, the difficulty of execution,
and the execution  capabilities and operational facilities of the firm involved,
and the firm's risk in positioning a block of options. Accordingly, the price to
the Trust in any  transaction  may be less  favorable  than that  available from
another broker-dealer if the difference is reasonably justified, in the judgment
of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by
other aspects of the portfolio execution services offered. The Sub-Adviser shall
not receive any research service from any  broker-dealer or from any third party
that is paid by such  broker-dealer  in return for placing  trades  through such
broker-dealer  on behalf of the Trust.  The  Sub-Adviser  will  consult with the
Adviser  to  ensure  that  portfolio  transactions  on  behalf  of the Trust are
directed  to  broker-dealers  on the  basis of  criteria  reasonably  considered
appropriate by the Adviser.  To the extent consistent with these standards,  the
Sub-Adviser is further  authorized to allocate the orders placed by it on behalf
of the Trust to an affiliated  broker-dealer.  Such allocation  shall be in such
amounts and proportions as the Sub-Adviser  shall determine  consistent with the
above standards, and the Sub-Adviser will report on said allocation regularly to
the Trust's Board indicating the  broker-dealers  to which such allocations have
been made and the basis therefore.

     4.  DISCLOSURE  ABOUT  SUB-ADVISER.  The  Sub-Adviser has reviewed the most
recent Amendment to the Registration  Statement for the Trust filed with the SEC
(the  "Registration  Statement") that contain  disclosure about the Sub-Adviser,
and represents and warrants that, with respect only to the disclosure  expressly
concerning  the  Sub-Adviser,  its  business,  operations,  or  employees,  such
Registration  Statement contains,  as of the date hereof, no untrue statement of
any material  fact and do not omit any  statement  of a material  fact which was
required to be stated  therein or  necessary  to make the  statements  contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The Sub-Adviser  further  represents and warrants that it is a duly
registered  investment  adviser  under the Advisers Act and will  maintain  such
registration  so long as this  Agreement  remains in effect.  The Adviser hereby
acknowledges that it has received a copy of the Sub-Adviser's  Form ADV, Part II
at least 48 hours prior to entering into this Agreement.

     5. EXPENSES.  During the term of this Agreement,  the Sub-Adviser  will pay
all expenses incurred by it and its staff and for their activities in connection
with its duties under this Agreement  including,  but not limited to, rental and
overhead expenses, expenses of the Sub-Adviser's personnel,  pricing services in
accordance  with Section 2,  insurance  of the  Sub-Adviser  and its  personnel,
research services, and taxes of the Sub-Adviser.  The Adviser or the Trust shall
be  responsible  for  all  other  expenses  of  the  Trust's  or  the  Adviser's
operations,  including  without  limitation  costs of marketing or  distributing

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shares of the Trust,  brokerage  expenses and  commissions,  custody and banking
expenses, administration expenses, legal, audit and other professional expenses,
governmental filing fees, and costs of communications with shareholders.

     6.  COMPENSATION.  For the services provided to the Trust, the Adviser will
pay the  Sub-Adviser  an annual fee equal to the amount  specified in Schedule A
hereto,  payable monthly in arrears on the last business day of each month.  The
fee will be  appropriately  prorated to reflect any portion of a calendar  month
that this  Agreement is not in effect  among the parties.  The Adviser is solely
responsible  for the  payment of fees to the  Sub-Adviser,  and the  Sub-Adviser
agrees to seek payment of its fees solely from the Adviser. The Trust shall have
no liability for Sub-Adviser's fee hereunder.

     7.  MATERIALS.  During the term of this  Agreement,  the Adviser  agrees to
furnish  the  Sub-Adviser  at  its  principal  office  all  prospectuses,  proxy
statements,   and  reports  to   shareholders   prepared  for   distribution  to
shareholders of the Trust, all sales literature or advertisements for the Trust,
and all other  communications  with the public of the Trust, or the Adviser that
refer to the  Sub-Adviser in any way, prior to the use thereof,  and the Adviser
shall  not use any such  materials  if the  Sub-Adviser  reasonably  objects  in
writing within 2 business days (or such other period as may be mutually  agreed)
after receipt thereof.  The  Sub-Adviser's  right to object to such materials is
limited to reasonable  objections related to the portions of such materials that
expressly relate to the Sub-Adviser,  its services and its clients.  The Adviser
agrees to use its reasonable  best efforts to ensure that materials  prepared by
its employees or agents or its affiliates  that refer to the  Sub-Adviser or its
clients in any way are consistent  with those materials  previously  approved by
the Sub-Adviser as referenced in the first sentence of this paragraph.

     8. COMPLIANCE.

     a. As required by Rule 206(4)-2 under the Advisers Act, the Sub-Adviser has
     adopted  written  policies and  procedures  reasonably  designed to prevent
     violation by it, or any of its supervised  persons, of the Advisers Act and
     the  rules  under  the  Advisers  Act and all  other  laws and  regulations
     relevant  to the  performance  of its  duties  under  this  Agreement.  The
     Sub-Adviser  has  designated a chief  compliance  officer  responsible  for
     administering   these  compliance   policies  and  procedures.   The  chief
     compliance officer at the Sub-Adviser's  expense shall provide such written
     compliance reports relating to the operations and compliance  procedures of
     the Sub-Adviser to the Adviser and/or the Trust and their  respective chief
     compliance  officers  as may be  required  by law or  regulation  or as are
     otherwise  reasonably  requested.  Moreover,  the Sub-Adviser agrees to use
     such other or additional  compliance techniques as the Adviser or the Board
     may reasonably adopt or approve, including written compliance procedures.

     b.  The  Sub-Adviser  agrees  that it shall  promptly  notify,  if  legally
     permitted,  the  Adviser  and the Trust  (1) in the event  that the SEC has
     censured the Sub-Adviser; placed limitations upon its activities, functions
     or  operations;  suspended  or revoked its  registration  as an  investment
     adviser; commenced proceedings or an investigation (formally or informally)
     that  may  result  in  any of  these  actions;  or  corresponded  with  the
     Sub-Adviser  on a non-routine  basis  concerning  either the  Sub-Adviser's
     performances under this Agreement or any other matter that might materially
     affect the  ability of the  Sub-Adviser  to perform  its duties  under this
     Agreement,  including  sending a deficiency  letter or raising issues about
     the business, operations, or practices of the Sub-Adviser, (2) in the event
     of any notice of investigation,  examination, inquiry, audit or subpoena of
     the Sub-Adviser or any of its officers or employees by any federal,  state,
     municipal or other  governmental  department,  commission,  bureau,  board,
     agency or  instrumentality.  If legally  permitted,  the  Sub-Adviser  will
     furnish the Adviser, upon request, copies of any and all documents relating
     to the foregoing.  The Sub-Adviser further agrees to notify the Adviser and
     the Trust promptly of any material fact known to the Sub-Adviser respecting
     or relating to the  Sub-Adviser  that is not contained in the  Registration

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     Statement or  prospectus  for the Trust,  or any  amendment  or  supplement
     thereto that is required to be so contained,  or if any statement contained
     therein  concerning  the  Sub-Adviser  that becomes  untrue in any material
     respect.

     c. The Adviser agrees that it shall promptly notify, if legally  permitted,
     the  Sub-Adviser  (1) in the event that the SEC has censured the Adviser or
     the Trust;  placed limitations upon either of their activities,  functions,
     or  operations;  suspended  or revoked  the  Adviser's  registration  as an
     investment adviser; suspended or revoked the Trust's registration under the
     1940 Act,  issued any stop order  concerning  any  offering  of the Trust's
     securities,  or has  commenced  proceedings  or an  investigation  that may
     result in any of these  actions,  or  corresponded  with the Adviser or the
     Trust on a non-routine basis concerning the management or operations of the
     Trust or the  advisory  services  provided by the Adviser to the Trust that
     would have a material  adverse impact on the Sub-Adviser or (2) upon having
     a reasonable  basis for  believing  that the Trust has ceased to qualify or
     might not qualify as a regulated  investment  company under Subchapter M of
     the Internal Revenue Code. If legally  permitted,  the Adviser will furnish
     the Sub-Adviser,  upon request, copies of any and all documents relating to
     the foregoing.

     d.  The   Sub-Adviser   will  provide  the  Adviser   with  such   reports,
     presentations,  certifications  and other  information  as the  Adviser may
     reasonably request from time to time concerning the business and operations
     of the Sub-Adviser in performing services hereunder or generally concerning
     the  Sub-Adviser's   investment   advisory   services,   the  Sub-Adviser's
     compliance with applicable  federal,  state and local law and  regulations,
     and changes in the  Sub-Adviser's  key  personnel,  investment  strategies,
     policies  and  procedures,  and  other  matters  that are  likely to have a
     material impact on the Sub-Advisers  duties hereunder.  The Adviser and the
     Trust shall provide the  Sub-Adviser  with such reports as the  Sub-Adviser
     may from time to time reasonably  request  concerning their compliance with
     applicable federal, state and local law and regulations.

     9. BOOKS AND RECORDS.  The Sub-Adviser hereby agrees that all records which
it maintains  for the Trust are the property of the Trust and further  agrees to
surrender  promptly  to the Trust any of such  records  upon the  Trust's or the
Adviser's  request in compliance  with the  requirements of Rule 31a-3 under the
1940 Act,  although the Sub-Adviser  may, at its own expense,  make and retain a
copy of such records. The Sub-Adviser further agrees to preserve for the periods
prescribed  by Rule  31a-2  under  the  1940  Act  the  records  required  to be
maintained by Rule 31a-l under the 1940 Act.

     10.  COOPERATION;  CONFIDENTIALITY;  PROPRIETARY RIGHTS. Each party to this
Agreement  agrees to  cooperate  with the other  party and with all  appropriate
governmental authorities having the requisite jurisdiction  (including,  but not
limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement or the Trust.  Subject to the foregoing,  the  Sub-Adviser  shall
treat as  confidential  and use only in connection  with the Trust in accordance
with this  Agreement all  information  pertaining  to the Trust,  actions of the
Trust or the Adviser,  and the Adviser shall treat as confidential  and use only
in connection  with the Trust in accordance  with this Agreement all information
furnished  to the Trust or the Adviser by the  Sub-Adviser  (and all  derivative
works produced  therefrom),  in connection  with its duties under this Agreement
except that the aforesaid  information  need not be treated as  confidential  if
required to be disclosed  under  applicable  law, if generally  available to the
public  through  means  that do not  involve  a breach  of this  section  by the
Sub-Adviser  or the  Adviser,  or if  available  from a  source  other  than the
Adviser,  Sub-Adviser or the Trust.  The parties  acknowledge that any breach of
the undertaking in the immediately preceding sentence might result in immediate,
irreparable injury to another party and that,  accordingly,  equitable remedies,
including  ex parte  remedies,  are  appropriate  in the  event  of any  actual,
apparent, or threatened breach of such undertaking.

     The  Adviser  acknowledges  that the  Sub-Adviser  is the sole owner of the
names "Rampart Investment  Management" and "ROMS", and all related names, marks,
and trade dress (the "Rampart Marks") and all associated  goodwill.  The Adviser
shall not take any action inconsistent with such ownership,  including,  without

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limitation, contesting the Sub-Adviser's ownership of or validity of the Rampart
Marks. The Adviser agrees that all use of the Rampart Marks under this Agreement
inures to the benefit of the Sub-Adviser.  Apart from the license granted in the
next  paragraph,  the Adviser shall  acquire no right,  title or interest of any
kind or nature  whatsoever  in the  Rampart  Marks and the  goodwill  associated
therewith by virtue of this  Agreement.  The Adviser shall upon request  execute
and deliver such documents as the Sub-Adviser may reasonably  require to further
evidence,  assure,  and  confirm  the rights of the  Sub-Adviser  in the Rampart
Marks.

     The Sub-Adviser  hereby grants to the Adviser and the Trust a non-exclusive
worldwide license to use, publish, reproduce, modify, and distribute the Rampart
Marks solely in connection  with the conduct of the business of the Trust and in
accordance with this Agreement (the "License").  The Adviser and the Trust shall
not use,  publish,  reproduce,  modify or  distribute  any Rampart Marks for any
other  purpose.  The  Adviser and the Trust  shall  comply  with the  reasonable
written instructions of the Sub-Adviser  concerning the use of the Rampart Marks
under the  License,  including  instructions  concerning  trademark  notices and
updates of the Rampart Marks.  The  Sub-Adviser  shall have the right to monitor
and observe the Adviser's  and the Trust's use of the Rampart Marks  pursuant to
the License for the purpose of protecting and  maintaining  its control over the
nature and quality of the Rampart  Marks,  and the  Adviser  shall upon  request
supply Rampart with a written accounting of such use.

     The  Adviser  acknowledges  that the  Sub-Adviser  is the sole owner of the
Rampart  Options  Management  System  ("ROMS").  The Adviser  shall not take any
action  inconsistent  with  such  ownership,   including,   without  limitation,
contesting  the  Sub-Adviser's  ownership of ROMS.  The Adviser shall acquire no
right,  title or  interest of any kind or nature  whatsoever  in ROMS under this
Agreement.  This section  does not prohibit the Advisor,  for the Trust or other
clients,  or the Trust from either (1) contesting what constitutes part of ROMS;
(2) from  using any  systems,  methods or  processes  for  selecting  or trading
options that are not  proprietary to the  Sub-Adviser;  or (3)without the use of
any proprietary processes, methods, or systems of the Sub-Adviser,  managing the
options  strategy  of the Trust  where a portion of the stocks in the  portfolio
have options written on them with the intention of generating income.

     11. CONTROL.  Notwithstanding  any other provision of the Agreement,  it is
understood  and agreed  that the Trust  shall at all times  retain the  ultimate
responsibility  for and  control of all  functions  performed  pursuant  to this
Agreement and has reserved the right to reasonably  direct any action  hereunder
taken on its behalf by the Sub-Adviser.

     12. LIABILITY.

     a.  Except  as may  otherwise  be  required  by the 1940  Act or the  rules
     thereunder  or  other   applicable   law,  the  Adviser   agrees  that  the
     Sub-Adviser,  any affiliated person of the Sub-Adviser, and each person, if
     any, who,  within the meaning of Section 15 of the  Securities Act of 1933,
     as amended (the "1933 Act"),  controls the Sub-Adviser  shall not be liable
     for, or subject to, any damages,  expenses,  or losses in connection  with,
     any act or omission  connected with or arising out of any services rendered
     under this Agreement,  except by reason of willful misfeasance,  bad faith,
     or gross negligence in the performance of the Sub-Adviser's  duties, or any
     breach  by  the  Sub-Adviser  of  its  obligations  or  duties  under  this
     Agreement.

     b.  Except  as may  otherwise  be  required  by the 1940  Act or the  rules
     thereunder  or  other  applicable  law,  the  Sub-Adviser  agrees  that the
     Adviser,  any affiliated  person of the Adviser,  and each person,  if any,
     who, within the meaning of Section 15 of the 1933 Act, controls the Adviser
     shall not be liable for, or subject to, any damages, expenses, or losses in
     connection  with, any act or omission  connected with or arising out of any
     services  rendered  under  this  Agreement,  except by  reason  of  willful

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     misfeasance,  bad faith,  or gross  negligence  in the  performance  of the
     Adviser's duties, or any breach by the Adviser of its obligations or duties
     under this Agreement.

     13. INDEMNIFICATION.

     a. The Adviser agrees to indemnify and hold harmless the  Sub-Adviser,  any
     affiliated person of the Sub-Adviser,  and each person, if any, who, within
     the meaning of Section 15 of the 1933 Act controls  ("controlling  person")
     the  Sub-Adviser  (all of such persons  being  referred to as  "Sub-Adviser
     Indemnified  Persons")  against  any  and  all  losses,  claims,   damages,
     liabilities,  or litigation (including legal and other expenses) to which a
     Sub-Adviser  Indemnified  Person may become subject under the 1933 Act, the
     1940 Act,  the  Advisers  Act,  under any other  statute,  at common law or
     otherwise, arising out of the Adviser's responsibilities to the Sub-Adviser
     which  (1) may be  based  upon  the  Adviser's  gross  negligence,  willful
     misfeasance, or bad faith in the performance of its duties, or by reason of
     the Adviser's  disregard of its obligations and duties under this Agreement
     and to the Trust, or (2) may be based upon any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     or prospectus covering shares of the Trust, or any amendment thereof or any
     supplement  thereto, or the omission or alleged omission to state therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not  misleading,  unless such statement or omission was
     made in reliance  upon and  conformity  with  information  furnished by the
     Sub-Adviser  to the Adviser or the Trust  expressly  for  inclusion in such
     Registration Statements, prospectuses, amendments, or supplements either in
     writing or orally with a subsequent  confirmation by the Sub-Adviser of the
     information  as it appears in the  Registration  Statement  or  prospectus;
     provided  however,  that in no case  shall  the  indemnity  in favor of the
     Sub-Adviser Indemnified Person be deemed to protect such person against any
     liability  to which such  person  would  otherwise  be subject by reason of
     willful  misfeasance,  bad faith, or gross negligence in the performance of
     its  duties,  or by  reason  of its  breach or  reckless  disregard  of its
     obligations or duties under this Agreement.

     b. Notwithstanding Section 12 of this Agreement,  the Sub-Adviser agrees to
     indemnify  and hold  harmless the  Adviser,  any  affiliated  person of the
     Adviser,  and any  controlling  person of the Adviser  (all of such persons
     being  referred to as "Adviser  Indemnified  Persons")  against any and all
     losses, claims,  damages,  liabilities,  or litigation (including legal and
     other expenses) to which an Adviser  Indemnified  Person may become subject
     under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at
     common law or otherwise, arising out of the Sub-Adviser's  responsibilities
     as Sub-Adviser  of the Trust which (1) may be based upon the  Sub-Adviser's
     gross negligence,  willful misfeasance,  or bad faith in the performance of
     its duties, or by reason of the Sub-Adviser's  disregard of its obligations
     or  duties  under  this  Agreement,  or (2) may be based  upon  any  untrue
     statement or alleged  untrue  statement of a material fact contained in the
     Registration  Statement or prospectus  covering the shares of the Trust, or
     any amendment or supplement thereto, or the omission or alleged omission to
     state  therein a material fact known or which should have been known to the
     Sub-Adviser  and was required to be stated therein or necessary to make the
     statements therein not misleading, if such a statement or omission was made
     in  reliance  upon  and  conformity  with  information   furnished  by  the
     Sub-Adviser  to the Adviser or the Trust  expressly  for  inclusion in such
     Registration Statements, prospectuses, amendments, or supplements either in
     writing or orally with a subsequent  confirmation by the Sub-Adviser of the
     information  as it appears in the  Registration  Statement  or  prospectus;
     provided,  however,  that in no case  shall  the  indemnity  in favor of an
     Adviser  Indemnified  Person be deemed to protect  such person  against any
     liability  to which such  person  would  otherwise  be subject by reason of
     willful misfeasance,  bad faith, gross negligence in the performance of its
     duties, or by reason of its breach or reckless disregard of its obligations
     and duties under this Agreement.

                                       7
<PAGE>
     c. The Adviser  shall not be liable under  Paragraph (a) of this Section 13
     with respect to any claim made  against a  Sub-Adviser  Indemnified  Person
     unless such Sub-Adviser  Indemnified Person shall have notified the Adviser
     in writing within a reasonable  time after the summons or other first legal
     process  giving  information  of the  nature of the claim  shall  have been
     served upon such Sub-Adviser  Indemnified Person (or after such Sub-Adviser
     Indemnified  Person  shall  have  received  notice of such  service  on any
     designated  agent),  but  failure to notify  the  Adviser of any such claim
     shall not relieve the Adviser from any  liability  which it may have to the
     Sub-Adviser  Indemnified  Person against whom such action is brought except
     to the extent the Adviser is  prejudiced  by the failure or delay in giving
     such  notice.  In case any such action is brought  against the  Sub-Adviser
     Indemnified Person, the Adviser will be entitled to participate, at its own
     expense,  in the  defense  thereof  or,  after  notice  to the  Sub-Adviser
     Indemnified   Person,   to  assume  the  defense   thereof,   with  counsel
     satisfactory to the Sub-Adviser  Indemnified Person. If the Adviser assumes
     the defense of any such action and the  selection of counsel by the Adviser
     to  represent  the Adviser and the  Sub-Adviser  Indemnified  Person  would
     result  in a  conflict  of  interests  and  therefore,  would  not,  in the
     reasonable  judgment  of the  Sub-Adviser  Indemnified  Person,  adequately
     represent the interests of the Sub-Adviser  Indemnified Person, the Adviser
     will,  at its own  expense,  assume the defense with counsel to the Adviser
     and,  also at its own expense,  with  separate  counsel to the  Sub-Adviser
     Indemnified Person,  which counsel shall be satisfactory to the Adviser and
     to the Sub-Adviser  Indemnified Person. The Sub-Adviser  Indemnified Person
     shall bear the fees and expenses of any additional  counsel retained by it,
     and the Adviser shall not be liable to the Sub-Adviser  Indemnified  Person
     under this Agreement for any legal or other expenses  subsequently incurred
     by the Sub-Adviser  Indemnified Person independently in connection with the
     defense  thereof other than  reasonable  costs of  investigation;  provided
     however,  the Adviser shall be responsible  for the  additional  counsel of
     Sub-Adviser  in the  event  the  Adviser  is  determined  to have  made the
     fraudulent  representations,  by the final decision of a court of competent
     jurisdiction  (that is not  subject  to  appeal or as to which the time for
     appeal  has  elapsed),  and such  representations  are the  basis for which
     Sub-Adviser's  liability is based.  The Adviser shall not have the right to
     compromise on or settle the litigation without the prior written consent of
     the Sub-Adviser Indemnified Person if the compromise or settlement results,
     or may result in a finding  of  wrongdoing  on the part of the  Sub-Adviser
     Indemnified Person.

     d. The Sub-Adviser  shall not be liable under Paragraph (b) of this Section
     13 with  respect to any claim made  against an Adviser  Indemnified  Person
     unless such Adviser  Indemnified Person shall have notified the Sub-Adviser
     in writing within a reasonable  time after the summons or other first legal
     process  giving  information  of the  nature of the claim  shall  have been
     served  upon  such  Adviser  Indemnified  Person  (or  after  such  Adviser
     Indemnified  Person  shall  have  received  notice of such  service  on any
     designated  agent), but failure to notify the Sub-Adviser of any such claim
     shall not relieve the  Sub-Adviser  from any liability which it may have to
     the Adviser  Indemnified  Person against whom such action is brought except
     to the extent the  Sub-Adviser  is  prejudiced  by the  failure or delay in
     giving such notice.  In case any such action is brought against the Adviser
     Indemnified Person, the Sub-Adviser will be entitled to participate, at its
     own  expense,  in the  defense  thereof  or,  after  notice to the  Adviser
     Indemnified   Person,   to  assume  the  defense   thereof,   with  counsel
     satisfactory to the Adviser  Indemnified Person. If the Sub-Adviser assumes
     the  defense  of any  such  action  and the  selection  of  counsel  by the
     Sub-Adviser to represent both the Sub-Adviser  and the Adviser  Indemnified
     Person would result in a conflict of interests and therefore, would not, in
     the  reasonable  judgment of the  Adviser  Indemnified  Person,  adequately
     represent the interests of the Adviser  Indemnified Person, the Sub-Adviser
     will,  at  its  own  expense,  assume  the  defense  with  counsel  to  the
     Sub-Adviser  and,  also at its own expense,  with  separate  counsel to the
     Adviser  Indemnified  Person,  which counsel shall be  satisfactory  to the
     Sub-Adviser and to the Adviser  Indemnified Person. The Adviser Indemnified
     Person shall bear the fees and expenses of any additional  counsel retained
     by it, and the Sub-Adviser  shall not be liable to the Adviser  Indemnified
     Person under this  Agreement for any legal or other  expenses  subsequently
     incurred by the Adviser Indemnified Person independently in connection with
     the defense  thereof  other than  reasonable  costs of  investigation.  The
     Sub-Adviser  shall  not  have the  right to  compromise  on or  settle  the

                                       8
<PAGE>
     litigation  without the prior  written  consent of the Adviser  Indemnified
     Person if the compromise or settlement  results, or may result in a finding
     of wrongdoing on the part of the Adviser Indemnified Person.

     14. DURATION AND TERMINATION.

     a. This Agreement shall become effective on the date first indicated above,
     subject to the condition  that the Trust's  Board,  including a majority of
     those Trustees who are not  interested  persons (as such term is defined in
     the  1940  Act) of the  Adviser  or the  Sub-Adviser,  and the  Holders  of
     Interests in the Trust,  shall have approved  this  Agreement in the manner
     required  by the 1940 Act.  Unless  terminated  as  provided  herein,  this
     Agreement  shall  remain in full force and  effect  through  and  including
     September 24, 2006 and shall continue in full force and affect indefinitely
     thereafter,  but only so long as such continuance is specifically  approved
     at least  annually  by (a) the Board,  or by the vote of a majority  of the
     outstanding  voting  securities  (as defined in the 1940 Act) of the Trust,
     and (b) the vote of a majority  of those  Trustees  who are not  interested
     persons (as such term is defined in the 1940 Act) of any such party to this
     Agreement  cast in person at a meeting  called for the purpose of voting on
     such approval.

     b. Notwithstanding the foregoing, this Agreement may be terminated:  (a) by
     the Adviser at any time without payment of any penalty, upon 60 days' prior
     written notice to the  Sub-Adviser  and the Trust;  (b) at any time without
     payment of any penalty by the Trust,  by the Trust's Board or a majority of
     the outstanding voting securities of the Trust, upon 60 days' prior written
     notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser upon 3
     months'  prior  written  notice  unless the Trust or the  Adviser  requests
     additional  time to find a replacement for the  Sub-Adviser,  in which case
     the  Sub-Adviser  shall allow the additional time requested by the Trust or
     Adviser not to exceed 3 additional  months  beyond the initial  three-month
     notice period;  provided,  however, that the Sub-Adviser may terminate this
     Agreement at any time without penalty, effective upon written notice to the
     Adviser and the Trust, in the event either the Sub-Adviser  (acting in good
     faith) or the Adviser  ceases to be  registered  as an  investment  adviser
     under the Advisers Act or otherwise  becomes legally incapable of providing
     investment management services pursuant to its respective contract with the
     Trust.

     c. In the event of  termination  for any  reason,  all records of the Trust
     shall promptly be returned to the Adviser or the Trust, free from any claim
     or  retention  of rights in such record by the  Sub-Adviser,  although  the
     Sub-Adviser  may,  at its  own  expense,  make  and  retain  a copy of such
     records.  This Agreement shall automatically  terminate in the event of its
     assignment  (as such term is described in the 1940 Act).  In the event this
     Agreement is terminated or is not approved in the manner  described  above,
     the Sections or Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement
     shall remain in effect, as well as any applicable provision of this Section
     14 and, to the extent  that only  amounts  are owed to the  Sub-Adviser  as
     compensation  for  services  rendered  while the  agreement  was in effect,
     Section 6.

     15. NOTICES.  Any notice must be in writing and shall be sufficiently given
(1)  when  delivered  in  person,  (2) when  dispatched  by  electronic  mail or
electronic  facsimile  transfer  (confirmed in writing by postage  prepaid first
class air mail  simultaneously  dispatched),  (3) when  sent by  internationally
recognized  overnight  courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth  below or at such other  address as
such party may from time to time specify in writing to the other party.

                                       9
<PAGE>
                  If to the Trust:

                  Eaton Vance Enhanced Equity Income Fund II
                  The Eaton Vance Building
                  255 State Street
                  Boston, Massachusetts 02109
                  Attn: Chief Legal Officer

                  If to the Adviser:

                  Eaton Vance Management
                  The Eaton Vance Building
                  255 State Street
                  Boston, Massachusetts 02109
                  Attn: Chief Legal Officer

                  If to the Sub-Adviser:

                  Rampart Investment Management, Inc.
                  One International Place, 14th Floor
                  Boston, Massachusetts 02110
                  Attn:  Ronald M. Egalka

     16.  AMENDMENTS.  No provision of this  Agreement  may be changed,  waived,
discharged or terminated  orally, but only by an instrument in writing signed by
the  party  against  which  enforcement  of the  change,  waiver,  discharge  or
termination  is sought,  and no amendment of this  Agreement  shall be effective
until approved as required by applicable law.

     17. MISCELLANEOUS.

     a. This  Agreement  shall be  governed by the laws of the  Commonwealth  of
     Massachusetts,  provided that nothing herein shall be construed in a manner
     inconsistent  with the 1940 Act, the Advisers Act or rules or orders of the
     SEC  thereunder,  and without  regard for the conflicts of laws  principles
     thereof.  The  term  "affiliate"  or  "affiliated  person"  as used in this
     Agreement shall mean  "affiliated  person" as defined in Section 2(a)(3) of
     the 1940 Act.

     b. The Adviser and the  Sub-Adviser  acknowledge  that the Trust enjoys the
     rights of a third-party  beneficiary under this Agreement,  and the Adviser
     acknowledges  that the  Sub-Adviser  enjoys  the  rights  of a third  party
     beneficiary under the Advisory Agreement.

     c. The Sub-Adviser expressly  acknowledges the provision in the Declaration
     of Trust of the Adviser limiting the personal  liability of the Trustee and
     officers of the Adviser,  and the  Sub-Adviser  hereby agrees that it shall
     have  recourse  to the  Adviser  for  payment of claims or  obligations  as
     between the Adviser and the  Sub-Adviser  arising out of this Agreement and
     shall not seek satisfaction from the Trustee or any officer of the Adviser.

     d. The captions of this Agreement are included for convenience  only and in
     no way define or limit any of the  provisions  hereof or  otherwise  affect
     their construction or effect.

                                       10
<PAGE>
     e.  To the  extent  permitted  under  Section  14 of this  Agreement,  this
     Agreement may only be assigned by any party with the prior written  consent
     of the other party. This Agreement shall terminate upon its assignment, and
     for purposes of this section the term  "assignment"  shall have the meaning
     assigned to it in the 1940 Act.

     f. If any  provision of this  Agreement  shall be held or made invalid by a
     court decision, statute, rule or otherwise, the remainder of this Agreement
     shall not be affected thereby,  and to this extent,  the provisions of this
     Agreement shall be deemed to be severable.

     g. Nothing herein shall be construed as constituting  the Sub-Adviser as an
     agent or co-partner of the Adviser, or constituting the Adviser as an agent
     or co-partner of the Sub-Adviser.

     h. This Agreement may be executed in counterparts.

     i. The Sub-Adviser  shall not be responsible for any failure to perform its
     duties under this Agreement as a result of war, acts of terrorism,  natural
     disasters,  failures of  electricity,  telephone  lines,  and other utility
     services,  closures of  securities  and options  markets,  and other events
     beyond the reasonable  control of the Sub-Adviser  provided the Sub-Adviser
     has maintained contingency procedures reasonably designed,  where possible,
     to prevent and mitigate the effect of such events.

                            [Signature page follows.]






                                       11
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
executed as of the day and year first above written.

                                Eaton Vance Management


                                By:
                                        ----------------------------------------
                                Name:   Alan R. Dynner
                                        Vice President, and not individually



                                 RAMPART INVESTMENT MANAGEMENT COMPANY, INC.


                                 By:
                                         --------------------------------------
                                 Name:   Ronald M. Egalka
                                 Title:  President







                                       12
<PAGE>
                                   SCHEDULE A

                       Annual Investment Sub-Advisory Fee
                        0.235% of Assets under Management


The  Trust's  daily  net  assets  shall  be  computed  in  accordance  with  the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Board of the Trust.









                                       13

</TEXT>
</DOCUMENT>
