<DOCUMENT>
<TYPE>EX-99.(H)(1)
<SEQUENCE>6
<FILENAME>b52674a1exv99wxhyx1y.txt
<DESCRIPTION>EX-99.(H)(1) FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT (H)(1)

                   Eaton Vance Enhanced Equity Income Fund II



                    [ ] Common Shares of Beneficial Interest

                            Par Value $0.01 Per Share

                                      FORM

                                       OF

                             UNDERWRITING AGREEMENT

<PAGE>

January [ ], 2005


                                       2
<PAGE>


                             UNDERWRITING AGREEMENT

                                                   January [ ], 2005
UBS Securities LLC
[Co-Managers]

   as Representatives

c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

      Eaton Vance Enhanced Equity Income Fund II, a voluntary association with
transferable shares organized and existing under and by virtue of the laws of
The Commonwealth of Massachusetts (commonly referred to as a Massachusetts
business trust) (the "Fund"), proposes to issue and sell to the underwriters
named in Schedule A annexed hereto (the "Underwriters") an aggregate of [ ]
common shares of beneficial interest (the "Firm Shares"), par value $0.01 per
share (the "Common Shares"), of the Fund. In addition, solely for the purpose of
covering over-allotments, the Fund proposes to grant to the Underwriters the
option to purchase from the Fund up to an additional [ ] Common Shares (the
"Additional Shares"). The Firm Shares and the Additional Shares are hereinafter
collectively sometimes referred to as the "Shares." The Shares are described in
the Prospectus which is defined below.

            The Fund has filed, in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively called the "Securities Act"), and with the provisions of the
Investment Company Act of 1940, as amended, and the rules and regulations
thereunder (collectively called the "Investment Company Act"), with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form N-2 (File Nos. 333-120421 and 811-21670), including a prospectus and a
statement of additional information, relating to the Shares. The Fund has
furnished to the Representatives, for use by the Underwriters and by dealers,
copies of one or more preliminary prospectuses (including a preliminary
statement of additional information) (each thereof, including such preliminary
statement of additional information, being herein called a "Preliminary
Prospectus") relating to the Shares. Except where the context otherwise
requires, the registration statement, as amended when it becomes effective (the
"Effective Date"), including all documents filed as a part thereof or
incorporated by reference therein, and including any information contained in a
prospectus subsequently filed with the Commission pursuant to Rule 497


                                       3
<PAGE>

under the Securities Act and deemed to be part of the registration statement at
the time of effectiveness pursuant to Rule 430A under the Securities Act is
herein called the "Registration Statement," and the prospectus (including the
statement of additional information), in the form filed by the Fund with the
Commission pursuant to Rule 497 under the Securities Act or, if no such filing
is required, the form of final prospectus (including the form of final statement
of additional information) included in the Registration Statement at the time it
became effective, is herein called the "Prospectus." In addition, the Fund has
filed a Notification of Registration on Form N-8A (the "Notification") pursuant
to Section 8 of the Investment Company Act. UBS Securities LLC ("UBS Securities"
or the "Managing Representative") will act as managing representative for the
Underwriters.

Eaton Vance Management, a Massachusetts business trust ("Eaton Vance" or the
"Investment Adviser") will act as the Fund's investment adviser pursuant to an
Investment Advisory Agreement by and between the Fund and the Investment
Adviser, dated as of [ ], 2005 (the "Investment Advisory Agreement"). Rampart
Investment Management Company, Inc. (the "Sub-Adviser" and together with the
Investment Adviser the "Advisers") will act as the Fund's investment sub-adviser
pursuant to an Investment Sub-Advisory Agreement among the Fund, the Investment
Adviser and the Sub-Adviser, dated as of [ ], 2005 (the "Sub-Advisory
Agreement"). Investors Bank & Trust Company will act as the custodian (the
"Custodian") of the Fund's cash and portfolio assets pursuant to a Custodian
Agreement, dated as of [ ], 2005 (the "Custodian Agreement"). PFPC Inc. will act
as the Fund's transfer agent, registrar, and dividend disbursing agent (the
"Transfer Agent") pursuant to a Transfer Agency Services Agreement, dated as of
[ ], 2005 (the "Transfer Agency Agreement"). Eaton Vance will act as the
administrator of the Fund pursuant to an Administration Agreement, dated as of [
], 2005 (the "Administration Agreement"). The Investment Adviser and UBS
Securities LLC have entered into a Shareholder Servicing Agreement dated [ ],
2005 (the "Shareholder Servicing Agreement"). The Investment Adviser has also
entered into an Additional Compensation Agreement with [ ] and [ ], dated [ ],
2005 (the "Additional Compensation Agreement"). In addition, the Fund has
adopted a dividend reinvestment plan (the "Dividend Reinvestment Plan") pursuant
to which holders of Shares may have their dividends automatically reinvested in
additional Common Shares of the Fund if so elected.

            The Fund, the Investment Adviser, the Sub-Adviser and the
Underwriters agree as follows:

1.    SALE AND PURCHASE. Upon the basis of the warranties and representations
      and subject to the terms and conditions herein set forth, the Fund agrees
      to sell to the respective Underwriters and each of the Underwriters,
      severally and not jointly, agrees to purchase from the Fund the aggregate
      number of Firm Shares set forth opposite the name of such Underwriter in
      Schedule A attached hereto in each case at a purchase price of $19.10 per
      Share. The Fund is advised that the Underwriters intend (i) to make a
      public offering of their respective portions of the Firm Shares as soon
      after the effective date of the Registration Statement as is advisable and
      (ii) initially to offer the Firm Shares upon the terms set forth in the
      Prospectus. The Underwriters may from time to time increase or decrease
      the public offering price after the initial public offering to such extent
      as they may determine.


                                       4
<PAGE>

            In addition, the Fund hereby grants to the several Underwriters the
      option to purchase, and upon the basis of the warranties and
      representations and subject to the terms and conditions herein set forth,
      the Underwriters shall have the right to purchase, severally and not
      jointly, from the Fund, ratably in accordance with the number of Firm
      Shares to be purchased by each of them, all or a portion of the Additional
      Shares as may be necessary to cover over-allotments made in connection
      with the offering of the Firm Shares, at the same purchase price per Share
      to be paid by the Underwriters to the Fund for the Firm Shares. This
      option may be exercised by the Representatives on behalf of the several
      Underwriters at any time and from time to time on or before the
      forty-fifth day following the date hereof, by written notice to the Fund.
      Such notice shall set forth the aggregate number of Additional Shares as
      to which the option is being exercised, and the date and time when the
      Additional Shares are to be delivered (such date and time being herein
      referred to as the "Additional Time of Purchase"); provided, however, that
      the Additional Time of Purchase shall not be earlier than the Time of
      Purchase (as defined below) nor earlier than the second business day after
      the date on which the option shall have been exercised. The number of
      Additional Shares to be sold to each Underwriter shall be the number which
      bears the same proportion to the aggregate number of Additional Shares
      being purchased as the number of Firm Shares set forth opposite the name
      of such Underwriter on Schedule A hereto bears to the total number of Firm
      Shares (subject, in each case, to such adjustment as the Representatives
      may determine to eliminate fractional shares).

2.    PAYMENT AND DELIVERY. Payment of the purchase price for the Firm Shares
      shall be made by the Underwriters to the Fund by Federal Funds wire
      transfer, against delivery of the certificates for the Firm Shares to the
      Representatives through the facilities of the Depository Trust Company for
      the respective accounts of the Underwriters. Such payment and delivery
      shall be made at a time mutually agreed upon by the parties on the third
      business day following the date of this Underwriting Agreement (unless
      another date shall be agreed to by the Representatives and the Fund). The
      time at which such payment and delivery are actually made is hereinafter
      sometimes called the Time of Purchase. Certificates for the Firm Shares
      shall be delivered to the Representatives in definitive form in such names
      and in such denominations as the Representatives shall specify on the
      second business day preceding the Time of Purchase. For the purpose of
      expediting the checking of the certificates for the Firm Shares by the
      Representatives, the Fund agrees to make such certificates available to
      the Representatives for such purpose at least one full business day
      preceding the Time of Purchase.

            Payment of the purchase price for the Additional Shares shall be
      made at the Additional Time of Purchase in the same manner and at the same
      office as the payment for the Firm Shares. Certificates for the Additional
      Shares shall be delivered to the Representatives in definitive form in
      such names and in such denominations as the Representatives shall specify
      no later than the second business day preceding the Additional Time of
      Purchase. For the purpose of


                                       5
<PAGE>

      expediting the checking of the certificates for the Additional Shares by
      the Representatives, the Fund agrees to make such certificates available
      to the Representatives for such purpose at least one full business day
      preceding the Additional Time of Purchase. The Time of Purchase and the
      Additional Time of Purchase are sometimes referred to herein as the
      Closing Dates.

3.    REPRESENTATIONS AND WARRANTIES OF THE FUND, THE INVESTMENT ADVISER AND THE
      SUB-ADVISER. Each of the Fund, the Investment Adviser and the Sub-Adviser
      jointly and severally represents and warrants to each Underwriter as
      follows:

      (a)   On (i) the Effective Date and the date on which the Prospectus is
            first filed with the Commission pursuant to Rule 497(b), (h) or (j)
            under the Securities Act, as the case may be, (ii) the date on which
            any post-effective amendment to the Registration Statement (except
            any post-effective amendment which is filed with the Commission
            after the later of (x) one year from the date of this Underwriting
            Agreement or (y) the date on which the distribution of the Shares is
            completed) became or becomes effective or any amendment or
            supplement to the Prospectus was or is filed with the Commission and
            (iii) the Closing Dates, the Registration Statement, the Prospectus
            and any such amendment or supplement thereto and the Notification
            complied or will comply in all material respects with the
            requirements of the Securities Act and the Investment Company Act,
            as the case may be. On the Effective Date and on the date that any
            post-effective amendment to the Registration Statement (except any
            post-effective amendment which is filed with the Commission after
            the later of (x) one year from the date of this Underwriting
            Agreement or (y) the date on which the distribution of the Shares is
            completed) became or becomes effective, neither the Registration
            Statement nor any such amendment did or will contain any untrue
            statement of a material fact or omit to state a material fact
            required to be stated in it or necessary to make the statements in
            it not misleading. Except as permitted under Rule 430 under the
            Securities Act (and other applicable rules under Regulation C under
            the Securities Act), the Preliminary Prospectus dated December [ ],
            2004 did not, as of such date, contain any untrue statement of a
            material fact or omit to state a material fact required to be stated
            in it or necessary to make the statements in it, in light of the
            circumstances under which they were made, not misleading. At the
            Effective Date and, if applicable, the date the Prospectus or any
            amendment or supplement to the Prospectus was or is filed with the
            Commission and at the Closing Dates, the Prospectus did not or will
            not, as the case may be, contain any untrue statement of a material
            fact or omit to state a material fact required to be stated in it or
            necessary to make the statements in it, in light of the
            circumstances under which they were made, not misleading. The
            foregoing representations in this Section 3(a) do not apply to
            statements or omissions relating to the Underwriters made in
            reliance on and in conformity with information furnished in writing
            to the Fund by the Underwriters expressly for use in


                                       6
<PAGE>

            the Registration Statement, the Prospectus, or any amendments or
            supplements thereto, as described in Section 9(f) hereof.

      (b)   The Fund has been duly formed, is validly existing a business trust
            under the laws of the Commonwealth of Massachusetts, with full power
            and authority to conduct all the activities conducted by it, to own
            or lease all assets owned or leased by it and to conduct its
            business as described in the Registration Statement and Prospectus,
            and the Fund is duly licensed and qualified to do business and in
            good standing in each jurisdiction in which its ownership or leasing
            of property or its conducting of business requires such
            qualification, except where the failure to be so qualified or be in
            good standing would not have a material adverse effect on the Fund,
            and the Fund owns, possesses or has obtained and currently maintains
            all governmental licenses, permits, consents, orders, approvals and
            other authorizations, whether foreign or domestic, necessary to
            carry on its business as contemplated in the Prospectus. The Fund
            has no subsidiaries.

      (c)   The capitalization of the Fund is as set forth in the Registration
            Statement and the Prospectus. The Common Shares conform in all
            material respects to the description of them in the Prospectus. All
            the outstanding Common Shares have been duly authorized and are
            validly issued, fully paid and nonassessable (except as described in
            the Registration Statement). The Shares to be issued and delivered
            to and paid for by the Underwriters in accordance with this
            Underwriting Agreement against payment therefor as provided by this
            Underwriting Agreement have been duly authorized and when issued and
            delivered to the Underwriters will have been validly issued and will
            be fully paid and nonassessable (except as described in the
            Registration Statement). No person is entitled to any preemptive or
            other similar rights with respect to the Shares.

      (d)   The Fund is duly registered with the Commission under the Investment
            Company Act as a diversified, closed-end management investment
            company, and, subject to the filing of any final amendment to the
            Registration Statement (a "Final Amendment"), if not already filed,
            all action under the Securities Act and the Investment Company Act,
            as the case may be, necessary to make the public offering and
            consummate the sale of the Shares as provided in this Underwriting
            Agreement has or will have been taken by the Fund.

      (e)   The Fund has full power and authority to enter into each of this
            Underwriting Agreement, the Investment Advisory Agreement, the
            Sub-Advisory Agreement, the Custodian Agreement, the Transfer Agency
            Agreement, the Administration Agreement, and the Dividend
            Reinvestment Plan (collectively, the "Fund Agreements") and to
            perform all of the terms and provisions hereof and thereof to be
            carried out by it and (i) each Fund Agreement has been duly and
            validly authorized, executed and delivered by or on behalf of the
            Fund, (ii) each Fund


                                       7
<PAGE>

            Agreement does not violate in any material respect any of the
            applicable provisions of the Investment Company Act or the
            Investment Advisers Act of 1940, as amended, and the rules and
            regulations thereunder (collectively called the "Advisers Act"), as
            the case may be, and (iii) assuming due authorization, execution and
            delivery by the other parties thereto, each Fund Agreement
            constitutes the legal, valid and binding obligation of the Fund
            enforceable in accordance with its terms, (A) subject, as to
            enforcement, to applicable bankruptcy, insolvency and similar laws
            affecting creditors' rights generally and to general equitable
            principles (regardless of whether enforcement is sought in a
            proceeding in equity or at law) and (B) except as rights to
            indemnity thereunder may be limited by federal or state securities
            laws.

      (f)   None of (i) the execution and delivery by the Fund of the Fund
            Agreements, (ii) the issue and sale by the Fund of the Shares as
            contemplated by this Underwriting Agreement and (iii) the
            performance by the Fund of its obligations under any of the Fund
            Agreements or consummation by the Fund of the other transactions
            contemplated by the Fund Agreements conflicts with or will conflict
            with, or results or will result in a breach of, the Declaration of
            Trust or the By-laws of the Fund or any agreement or instrument to
            which the Fund is a party or by which the Fund is bound, or any law,
            rule or regulation, or order of any court, governmental
            instrumentality, securities exchange or association or arbitrator,
            whether foreign or domestic, applicable to the Fund, other than
            state securities or "blue sky" laws applicable in connection with
            the purchase and distribution of the Shares by the Underwriters
            pursuant to this Underwriting Agreement.

      (g)   The Fund is not currently in breach of, or in default under, any
            written agreement or instrument to which it is a party or by which
            it or its property is bound or affected.

      (h)   No person has any right to the registration of any securities of the
            Fund because of the filing of the registration statement.

      (i)   No consent, approval, authorization or order of any court or
            governmental agency or body or securities exchange or association,
            whether foreign or domestic, is required by the Fund for the
            consummation by the Fund of the transactions to be performed by the
            Fund or the performance by the Fund of all the terms and provisions
            to be performed by or on behalf of it in each case as contemplated
            in the Fund Agreements, except such as (i) have been obtained under
            the Securities Act, the Investment Company Act, or the Advisers Act,
            and (ii) may be required by the New York Stock Exchange or under
            state securities or "blue sky" laws, in connection with the purchase
            and distribution of the Shares by the Underwriters pursuant to this
            Underwriting Agreement.


                                                                               8
<PAGE>

      (j)   The Shares are duly authorized for listing, subject to official
            notice of issuance, on the New York Stock Exchange and the Fund's
            Registration Statement on Form 8-A, under the Securities Exchange
            Act of 1934, as amended, and the rules and regulations thereunder
            (collectively called the "Exchange Act"), has become effective.

      (k)   Deloitte & Touche LLP, whose report appears in the Prospectus, are
            independent public auditors with respect to the Fund as required by
            the Securities Act and the Investment Company Act.

      (l)   The statement of assets and liabilities included in the Registration
            Statement and the Prospectus presents fairly in all material
            respects, in accordance with generally accepted accounting
            principles in the United States applied on a consistent basis, the
            financial position of the Fund as of the date indicated.

      (m)   The Fund will maintain a system of internal accounting controls
            sufficient to provide reasonable assurances that (i) transactions
            are executed in accordance with management's general or specific
            authorization; (ii) transactions are recorded as necessary to permit
            preparation of financial statements in conformity with generally
            accepted accounting principles and to maintain accountability for
            assets; (iii) access to assets is permitted only in accordance with
            management's general or specific authorization; and (iv) the
            recorded accountability for assets is compared with existing assets
            through an asset reconciliation procedure or otherwise at reasonable
            intervals and appropriate action is taken with respect to any
            differences.

      (n)   Since the date as of which information is given in the Registration
            Statement and the Prospectus, except as otherwise stated therein,
            (i) there has been no material adverse change in the condition,
            financial or otherwise, business affairs or business of the Fund,
            whether or not arising in the ordinary course of business, (ii)
            there have been no transactions entered into by the Fund other than
            those in the ordinary course of its business and (iii) there has
            been no dividend or distribution of any kind declared, paid or made
            on any class of its capital shares.

      (o)   There is no action, suit or proceeding before or by any court,
            commission, regulatory body, administrative agency or other
            governmental agency or body, foreign or domestic, now pending, or,
            to the knowledge of the Fund, threatened against or affecting the
            Fund, which (i) might result in any material adverse change in the
            condition, financial or otherwise, business affairs or business
            prospects of the Fund or might materially adversely affect the
            properties or assets of the Fund or (ii) is of a character required
            to be described in the Registration Statement or the Prospectus; and
            there are no contracts, franchises or other documents that are of a
            character required to be described in, or that are required to be
            filed as exhibits to,


                                       9
<PAGE>

            the Registration Statement that have not been described or filed as
            required.

      (p)   Except for stabilization transactions conducted by the Underwriters,
            and except for tender offers, Share repurchases and the issuance or
            purchase of Shares pursuant to the Fund's Dividend Reinvestment Plan
            effected following the date on which the distribution of the Shares
            is completed in accordance with the policies of the Fund as set
            forth in the Prospectus, the Fund has not taken and will not take,
            directly or indirectly, any action designed or which might be
            reasonably expected to cause or result in, or which will constitute,
            stabilization or manipulation of the price of the Common Shares in
            violation of applicable federal securities laws.

      (q)   The Fund intends to direct the investment of the proceeds of the
            offering of the Shares in such a manner as to comply with the
            requirements of Subchapter M of the Internal Revenue Code of 1986,
            as amended (the "Code").

      (r)   To the knowledge of the Fund after due inquiry, no advertising,
            sales literature or other promotional materials (excluding road show
            slides or road show tapes) were authorized or prepared by or on
            behalf of the Fund, the Investment Adviser or the Sub-Adviser or any
            representative thereof for use in connection with the public
            offering or sale of the Shares other than the definitive client
            brochure and the broker selling memo which were filed with the NASD
            on December [ ], 2004, a draft prospecting letter which was filed
            with the NASD on December [ ], 2004, a draft of a prospecting letter
            made available on a password-protected Internet web site maintained
            by the Investment Adviser and a road show tape made available for
            broker use on an Intranet web site maintained by the Investment
            Adviser (collectively, the "sales materials"); the sales materials
            and any road show slides or road show tapes complied and comply in
            all material respects with the applicable requirements of the
            Securities Act and the rules and interpretations of the NASD; and no
            broker kits, road show slides, road show tapes or sales materials
            authorized or prepared by the Fund or authorized or prepared on
            behalf of the Fund by the Investment Adviser or the Sub-Adviser or
            any representative thereof for use in connection with the public
            offering or sale of the Shares contained or contains any untrue
            statement of a material fact or omitted or omits to state any
            material fact required to be stated therein or necessary in order to
            make the statements therein not misleading.

            In addition, any certificate signed by any officer of the Fund and
      delivered to the Underwriters or counsel for the Underwriters in
      connection with the offering of the Share shall be deemed to be a
      representation and warranty by the Fund as to matters covered thereby, to
      each Underwriter


                                       10
<PAGE>

4.    REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT ADVISER AND THE
      SUB-ADVISER. Each of the Investment Adviser and the Sub-Adviser represents
      to each Underwriter as follows:

      (a)   Such Adviser has been duly formed, is validly existing as a business
            trust under the laws of the Commonwealth of Massachusetts, in the
            case of the Investment Adviser, or as a corporation under the laws
            of the Commonwealth of Massachusetts, in the case of the
            Sub-Adviser, with full power and authority to conduct all of the
            activities conducted by it, to own or lease all of the assets owned
            or leased by it and to conduct its business as described in the
            Registration Statement and Prospectus, and such Adviser is duly
            licensed and qualified to do business and in good standing in each
            jurisdiction in which it is required to be so qualified, except to
            the extent that failure to be so qualified or be in good standing
            would not have a material adverse affect on the such Adviser's
            ability to provide services to the Fund; and such Adviser owns,
            possesses or has obtained and currently maintains all governmental
            licenses, permits, consents, orders, approvals and other
            authorizations, whether foreign or domestic, necessary to carry on
            its business as contemplated in the Registration Statement and the
            Prospectus.

      (b)   Such Adviser is (i) duly registered as an investment adviser under
            the Advisers Act and (ii) not prohibited by the Advisers Act or the
            Investment Company Act from acting as the investment adviser for the
            Fund as contemplated by the Investment Advisory Agreement, the
            Sub-Advisory Agreement, the Registration Statement and the
            Prospectus.

      (c)   Such Adviser has full power and authority to enter into each of this
            Underwriting Agreement, the Investment Advisory Agreement, the
            Sub-Advisory Agreement, the Administration Agreement, the
            Shareholder Servicing Agreement, and the Additional Compensation
            Agreement, to which such Adviser is a party (collectively, the
            "Adviser Agreements"), and to carry out all the terms and provisions
            hereof and thereof to be carried out by it; and each Adviser
            Agreement has been duly and validly authorized, executed and
            delivered by such Adviser; none of the Adviser Agreements violate in
            any material respect any of the applicable provisions of the
            Investment Company Act or the Advisers Act; and assuming due
            authorization, execution and delivery by the other parties thereto,
            each Adviser Agreement constitutes a legal, valid and binding
            obligation of such Adviser, enforceable in accordance with its
            terms, (i) subject, as to enforcement, to applicable bankruptcy,
            insolvency and similar laws affecting creditors' rights generally
            and to general equitable principles (regardless of whether
            enforcement is sought in a proceeding in equity or at law) and (ii)
            except as rights to indemnity thereunder may be limited by federal
            or state securities laws.


                                       11
<PAGE>

      (d)   Neither (i) the execution and delivery by such Adviser of any
            Adviser Agreement nor (ii) the consummation by such Adviser of the
            transactions contemplated by, or the performance of its obligations
            under any Adviser Agreement conflicts or will conflict with, or
            results or will result in a breach of, the Declaration of Trust, in
            the case of the Investment Adviser, or Articles of Incorporation, in
            the case of the Sub-Adviser, or By-Laws of such Adviser or any
            agreement or instrument to which such Adviser is a party or by which
            such Adviser is bound, or any law, rule or regulation, or order of
            any court, governmental instrumentality, securities exchange or
            association or arbitrator, whether foreign or domestic, applicable
            to such Adviser.

      (e)   No consent, approval, authorization or order of any court,
            governmental agency or body or securities exchange or association,
            whether foreign or domestic, is required for the consummation of the
            transactions contemplated in, or the performance by such Adviser of
            its obligations under, any Adviser Agreement, as the case may be,
            except such as (i) have been obtained under the Securities Act, the
            Investment Company Act, or the Advisers Act, and (ii) may be
            required by the New York Stock Exchange or under state securities or
            "blue sky" laws, in connection with the purchase and distribution of
            the Shares by the Underwriters pursuant to this Underwriting
            Agreement.

      (f)   The description of such Adviser and its business and the statements
            attributable to such Adviser in the Registration Statement and the
            Prospectus comply with the requirements of the Securities Act and
            the Investment Company Act and do not contain any untrue statement
            of a material fact or omit to state any material fact required to be
            stated therein or necessary in order to make the statements therein
            not misleading.

      (g)   Except as disclosed, there is no action, suit or proceeding before
            or by any court, commission, regulatory body, administrative agency
            or other governmental agency or body, foreign or domestic, now
            pending or, to the knowledge of such Adviser, threatened against or
            affecting such Adviser of a nature required to be disclosed in the
            Registration Statement or Prospectus or that might reasonably be
            expected to result in any material adverse change in the condition,
            financial or otherwise, business affairs or business prospects of
            such Adviser or the ability of such Adviser to fulfill its
            respective obligations under any Adviser Agreement.

      (h)   Except for stabilization activities conducted by the Underwriters
            and except for tender offers, Share repurchases and the issuance or
            purchase of Shares pursuant to the Fund's Dividend Reinvestment Plan
            effected following the date on which the distribution of the Shares
            is completed in accordance with the policies of the Fund as set
            forth in the Prospectus, such Adviser has not taken and will not
            take, directly or indirectly, any action designed, or which might
            reasonably be expected to cause or result


                                       12
<PAGE>

            in, or which will constitute, stabilization or manipulation of the
            price of the Common Shares in violation of applicable federal
            securities laws.

            In the event that the Fund or such Adviser makes available any
            promotional materials (other than the sales materials) intended for
            use only by qualified broker-dealers and registered representatives
            thereof by means of an Internet web site or similar electronic
            means, such Adviser will install and maintain pre-qualification and
            password-protection or similar procedures which will effectively
            prohibit access to such promotional materials by persons other than
            qualified broker-dealers and registered representatives thereof.

            In addition, any certificate signed by any officer of the Investment
      Adviser or the Sub-Adviser and delivered to the Underwriters or counsel
      for the Underwriters in connection with the offering of the Shares shall
      be deemed to be a representation and warranty by the Investment Adviser or
      the Sub-Adviser, as applicable, as to matters covered thereby, to each
      Underwriter.

5.    AGREEMENTS OF THE PARTIES.

      (a)   If the registration statement relating to the Shares has not yet
            become effective, the Fund will promptly file a Final Amendment, if
            not previously filed, with the Commission, and will use its best
            efforts to cause such registration statement to become effective
            and, as soon as the Fund is advised, will advise the Managing
            Representative when the Registration Statement or any amendment
            thereto has become effective. If the Registration Statement has
            become effective and the Prospectus contained therein omits certain
            information at the time of effectiveness pursuant to Rule 430A under
            the Securities Act, the Fund will file a 430A Prospectus pursuant to
            Rule 497(h) under the Securities Act as promptly as practicable, but
            no later than the second business day following the earlier of the
            date of the determination of the offering price of the Shares or the
            date the Prospectus is first used after the Effective Date. If the
            Registration Statement has become effective and the Prospectus
            contained therein does not so omit such information, the Fund will
            file a Prospectus pursuant to Rule 497(b) or a certification
            pursuant to Rule 497(j) under the Securities Act as promptly as
            practicable, but no later than the fifth business day following the
            date of the later of the Effective Date or the commencement of the
            public offering of the Shares after the Effective Date. In either
            case, the Fund will provide the Managing Representative satisfactory
            evidence of the filing. The Fund will not file with the Commission
            any Prospectus or any other amendment (except any post-effective
            amendment which is filed with the Commission after the later of (x)
            one year from the date of this Underwriting Agreement or (y) the
            date on which distribution of the Shares is completed) or supplement
            to the Registration Statement or the Prospectus unless a copy has
            first been submitted to the Managing Representative a reasonable
            time before its


                                       13
<PAGE>

            filing and the Managing Representative has not objected to it in
            writing within a reasonable time after receiving the copy.

      (b)   For the period of three years from the date hereof, the Fund will
            advise the Managing Representative promptly (i) of the issuance by
            the Commission of any order in respect of the Fund, the Investment
            Adviser or the Sub-Adviser, which relates to the Fund, or which
            relates to any material arrangements or proposed material
            arrangements involving the Fund, the Investment Adviser or the
            Sub-Adviser, (ii) of the initiation or threatening of any
            proceedings for, or receipt by the Fund of any notice with respect
            to, any suspension of the qualification of the Shares for sale in
            any jurisdiction or the issuance of any order by the Commission
            suspending the effectiveness of the Registration Statement, (iii) of
            receipt by the Fund, or any representative or attorney of the Fund,
            of any other communication from the Commission relating in any
            material way to the Fund, the Registration Statement, the
            Notification, any Preliminary Prospectus, the Prospectus or to the
            transactions contemplated by this Underwriting Agreement and (iv)
            the issuance by any court, regulatory body, administrative agency or
            other governmental agency or body, whether foreign or domestic, of
            any order, ruling or decree, or the threat to initiate any
            proceedings with respect thereto, regarding the Fund, which relates
            in any material way to the Fund or any material arrangements or
            proposed material arrangements involving the Fund. The Fund will
            make every reasonable effort to prevent the issuance of any order
            suspending the effectiveness of the Registration Statement and, if
            any such order is issued, to obtain its lifting as soon as possible.

      (c)   If not delivered prior to the date of this Underwriting Agreement,
            the Fund will deliver to the Managing Representative, without
            charge, a signed copy of the Registration Statement and the
            Notification and of any amendments (except any post-effective
            amendment which is filed with the Commission after the later of (x)
            one year from the date of this Underwriting Agreement or (y) the
            date on which the distribution of the Shares is completed) to either
            the Registration Statement or the Notification (including all
            exhibits filed with any such document) and as many conformed copies
            of the Registration Statement and any amendments thereto (except any
            post-effective amendment which is filed with the Commission after
            the later of (x) one year from the date of this Underwriting
            Agreement or (y) the date on which the distribution of the Shares is
            completed) (excluding exhibits) as the Managing Representative may
            reasonably request.

      (d)   During such period as a prospectus is required by law to be
            delivered by an underwriter or a dealer, the Fund will deliver,
            without charge, to the Representatives, the Underwriters and any
            dealers, at such office or offices as the Representatives may
            designate, as many copies of the Prospectus as the Representatives
            may reasonably request, and, if any event occurs


                                       14
<PAGE>

            during such period as a result of which it is necessary to amend or
            supplement the Prospectus, in order to make the statements therein,
            in light of the circumstances under which they were made, not
            misleading in any material respect, or if during such period it is
            necessary to amend or supplement the Prospectus to comply with the
            Securities Act or the Investment Company Act, the Fund promptly will
            prepare, submit to the Managing Representative, file with the
            Commission and deliver, without charge, to the Underwriters and to
            dealers (whose names and addresses the Managing Representative will
            furnish to the Fund) to whom Shares may have been sold by the
            Underwriters, and to other dealers on request, amendments or
            supplements to the Prospectus so that the statements in such
            Prospectus, as so amended or supplemented, will not, in light of the
            circumstances under which they were made, be misleading in any
            material respect and will comply with the Securities Act and the
            Investment Company Act. Delivery by the Underwriters of any such
            amendments or supplements to the Prospectus will not constitute a
            waiver of any of the conditions in Section 6 hereof.

      (e)   The Fund will make generally available to holders of the Fund's
            securities, as soon as practicable but in no event later than the
            last day of the 18th full calendar month following the calendar
            quarter in which the Effective Date falls, an earnings statement, if
            applicable, satisfying the provisions of the last paragraph of
            Section 11(a) of the Securities Act and, at the option of the Fund,
            Rule 158 under the Securities Act.

      (f)   If the transactions contemplated by this Underwriting Agreement are
            consummated, the Fund shall pay all costs and expenses incident to
            the performance of the obligations of the Fund under this
            Underwriting Agreement (to the extent such expenses do not, in the
            aggregate, exceed $0.04 per Share), including but not limited to
            costs and expenses of or relating to (i) the preparation, printing
            and filing of the Registration Statement and exhibits to it, each
            Preliminary Prospectus, the Prospectus and all amendments and
            supplements thereto, (ii) the issuance of the Shares and the
            preparation and delivery of certificates for the Shares, (iii) the
            registration or qualification of the Shares for offer and sale under
            the securities or "blue sky" laws of the jurisdictions referred to
            in the foregoing paragraph, including the fees and disbursements of
            counsel for the Underwriters in that connection, and the preparation
            and printing of any preliminary and supplemental "blue sky"
            memoranda, (iv) the furnishing (including costs of design,
            production, shipping and mailing) to the Underwriters and dealers of
            copies of each Preliminary Prospectus relating to the Shares, the
            sales materials, the Prospectus, and all amendments or supplements
            to the Prospectus, and of the other documents required by this
            Section to be so furnished, (v) the filing requirements of the NASD,
            in connection with its review of the financing, including filing
            fees paid by counsel for the Underwriters in that connection, (vi)
            all transfer taxes, if any, with respect to the sale and delivery of
            the Shares to


                                       15
<PAGE>

            the Underwriters, (vii) the listing of the Shares on the New York
            Stock Exchange and (viii) the transfer agent for the Shares. To the
            extent the foregoing costs and expenses incident to the performance
            of the obligations of the Fund under this Underwriting Agreement
            exceed, in the aggregate, $0.04 per Share, Eaton Vance or an
            affiliate will pay all such excess costs and expenses. The Fund, the
            Investment Adviser and the Sub-Adviser may otherwise agree among
            themselves as to the payment of the foregoing expenses, whether or
            not the transactions contemplated by this Underwriting Agreement are
            consummated, provided, however, that in no event shall the
            Underwriters be obligated to pay any of the foregoing expenses.

      (g)   If the transactions contemplated by this Underwriting Agreement are
            not consummated, except as otherwise provided herein, no party will
            be under any liability to any other party, except that (i) if this
            Underwriting Agreement is terminated by (x) the Fund, the Investment
            Adviser or the Sub-Adviser pursuant to any of the provisions hereof
            or (y) by the Representatives or the Underwriters because of any
            inability, failure or refusal on the part of the Fund, the
            Investment Adviser or the Sub-Adviser to comply with any material
            terms or because any of the conditions in Section 6 are not
            satisfied, the Investment Adviser or the Sub-Adviser or such
            Adviser's affiliates and the Fund, jointly and severally, will
            reimburse the Underwriters for all out-of-pocket expenses (including
            the reasonable fees, disbursements and other charges of their
            counsel) reasonably incurred by them in connection with the proposed
            purchase and sale of the Shares and (ii) no Underwriter who has
            failed or refused to purchase the Shares agreed to be purchased by
            it under this Underwriting Agreement, in breach of its obligations
            pursuant to this Underwriting Agreement, will be relieved of
            liability to the Fund, the Investment Adviser, the Sub-Adviser and
            the other Underwriters for damages occasioned by its default.

      (h)   Without the prior written consent of the Managing Representative,
            the Fund will not offer, sell or register with the Commission, or
            announce an offering of, any equity securities of the Fund, within
            180 days after the Effective Date, except for the Shares as
            described in the Prospectus and any issuances of Common Shares
            pursuant to the Dividend Reinvestment Plan and except in connection
            with any offering of preferred shares of beneficial interest as
            contemplated by the Prospectus.

      (i)   The Fund will use its best efforts to list the Shares on the New
            York Stock Exchange prior to the date the Shares are issued and
            comply with the rules and regulations of such exchange.

      (j)   The Fund will direct the investment of the net proceeds of the
            offering of the Shares in such a manner as to comply with the
            investment objective and policies of the Fund as described in the
            Prospectus.


                                       16
<PAGE>

6.    CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
      Underwriters to purchase the Shares are subject to the accuracy on the
      date of this Underwriting Agreement, and on each of the Closing Dates, of
      the representations of the Fund, the Investment Adviser and the
      Sub-Adviser in this Underwriting Agreement, to the accuracy and
      completeness of all material statements made by the Fund, the Investment
      Adviser or the Sub-Adviser or any of their respective officers in any
      certificate delivered to the Managing Representative or its counsel
      pursuant to this Underwriting Agreement, to performance by the Fund, the
      Investment Adviser and the Sub-Adviser of their respective obligations
      under this Underwriting Agreement and to each of the following additional
      conditions:

      (a)   The Registration Statement must have become effective by 5:30 p.m.,
            New York City time, on the date of this Underwriting Agreement or
            such later date and time as the Managing Representative consents to
            in writing. The Prospectus must have been filed in accordance with
            Rule 497(b) or (h) or a certificate must have been filed in
            accordance with Rule 497(j), as the case may be, under the
            Securities Act.

      (b)   No order suspending the effectiveness of the Registration Statement
            may be in effect and no proceedings for such purpose may be pending
            before or, to the knowledge of counsel to the Underwriters,
            threatened by the Commission, and any requests for additional
            information on the part of the Commission (to be included in the
            Registration Statement or the Prospectus or otherwise) must be
            complied with or waived to the reasonable satisfaction of the
            Managing Representative.

      (c)   Since the dates as of which information is given in the Registration
            Statement and the Prospectus, (i) there must not have been any
            material change in the Common Shares or liabilities of the Fund
            except as set forth in or contemplated by the Prospectus; (ii) there
            must not have been any material adverse change in the general
            affairs, prospects, management, business, financial condition or
            results of operations of the Fund, the Investment Adviser or the
            Sub-Adviser whether or not arising from transactions in the ordinary
            course of business as set forth in or contemplated by the Prospectus
            which in the judgment of the Managing Representative would
            materially adversely affect the market for the Shares; (iii) the
            Fund must not have sustained any material loss or interference with
            its business from any court or from legislative or other
            governmental action, order or decree, whether foreign or domestic,
            or from any other occurrence not described in the Registration
            Statement and Prospectus; and (iv) there must not have occurred any
            event that makes untrue or incorrect in any material respect any
            statement or information contained in the Registration Statement or
            Prospectus or that is not reflected in the Registration Statement or
            Prospectus but should be reflected therein in order to make the
            statements or information therein (in the case of the Prospectus, in
            light of the circumstances in which they were made) not misleading
            in any material respect; if, in the judgment of


                                       17
<PAGE>

            the Managing Representative, any such development referred to in
            clause (i), (ii), (iii), or (iv) of this paragraph (c) makes it
            impracticable or inadvisable to consummate the sale and delivery of
            the Shares pursuant to this Underwriting Agreement by the
            Underwriters, at the initial public offering price of the Shares.

      (d)   The Managing Representative must have received on each Closing Date
            a certificate, dated such date, of the President or a Vice-President
            and the chief financial or accounting officer of each of the Fund,
            the Investment Adviser and the Sub-Adviser certifying (in their
            capacity as such officers and, with respect to clauses (ii), (iii)
            and (vi) below, on behalf of the Fund and such Adviser, as the case
            may be) that (i) the signers have carefully examined the
            Registration Statement, the Prospectus, and this Underwriting
            Agreement, (ii) the representations of the Fund (with respect to the
            certificates from such Fund officers), the representations of the
            Investment Adviser (with respect to the certificates from such
            officers of the Investment Adviser) and the representations of the
            Sub-Adviser (with respect to the certificates from such officers of
            the Sub-Adviser) in this Underwriting Agreement are accurate on and
            as of the date of the certificate, (iii) there has not been any
            material adverse change in the general affairs, prospects,
            management, business, financial condition or results of operations
            of the Fund (with respect to the certificates from such Fund
            officers), the Investment Adviser (with respect to the certificates
            from such officers of the Investment Adviser) or the Sub-Adviser
            (with respect to the certificates from such officers of the
            Sub-Adviser), which change would materially and adversely affect the
            ability of the Fund, the Investment Adviser or the Sub-Adviser, as
            the case may be, to fulfill its obligations under this Underwriting
            Agreement, the Investment Advisory Agreement (with respect to the
            certificates from such officers of the Investment Adviser) or the
            Sub-Advisory Agreement, whether or not arising from transactions in
            the ordinary course of business, (iv) with respect to the Fund only,
            to the knowledge of such officers after reasonable investigation, no
            order suspending the effectiveness of the Registration Statement,
            prohibiting the sale of any of the Shares or otherwise having a
            material adverse effect on the Fund has been issued and no
            proceedings for any such purpose are pending before or threatened by
            the Commission or any other regulatory body, whether foreign or
            domestic, (v) to the knowledge of the officers of each of the
            Investment Adviser and the Sub-Adviser, after reasonable
            investigation, no order having a material adverse effect on the
            ability of such Adviser to fulfill its obligations under this
            Underwriting Agreement, the Shareholder Servicing Agreement, the
            Additional Compensation Agreement, the Investment Advisory Agreement
            or the Sub-Advisory Agreement (with respect to the certificates from
            such officers of the Investment Adviser) and this Underwriting
            Agreement or the Sub-Advisory Agreement, (with respect to the
            certificates from such officers of the Sub-Adviser), as the case may
            be, has been issued and no proceedings for any such purpose are
            pending


                                       18
<PAGE>

            before or threatened by the Commission or any other regulatory body,
            whether foreign or domestic, and (vi) each of the Fund (with respect
            to the certificates from such Fund officers), the Investment Adviser
            (with respect to the certificates from such officers of the
            Investment Adviser) and the Sub-Adviser (with respect to the
            certificates from such officers of the Sub-Adviser) has performed
            all of its respective agreements that this Underwriting Agreement
            requires it to perform by such Closing Date (to the extent not
            waived in writing by the Managing Representative). (e) The Managing
            Representative must have received on each Closing Date the opinions
            dated such Closing Date substantially in the form of Schedules B, C,
            and D to this Underwriting Agreement from the counsel identified in
            each such Schedules.

      (f)   The Managing Representative must have received on each Closing Date
            from Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated
            entities an opinion dated such Closing Date with respect to the
            Fund, the Shares, the Registration Statement and the Prospectus,
            this Underwriting Agreement and the form and sufficiency of all
            proceedings taken in connection with the sale and delivery of the
            Shares. Such opinion and proceedings shall fulfill the requirements
            of this Section 6(f) only if such opinion and proceedings are
            satisfactory in all respects to the Managing Representative. The
            Fund, the Investment Adviser and the Sub-Adviser must have furnished
            to such counsel such documents as counsel may reasonably request for
            the purpose of enabling them to render such opinion.

      (g)   The Managing Representative must have received on the date this
            Underwriting Agreement is signed and delivered by you a signed
            letter, dated such date, substantially in the form of Schedule E to
            this Underwriting Agreement from the firm of accountants designated
            in such Schedule. The Managing Representative also must have
            received on each Closing Date a signed letter from such accountants,
            dated as of such Closing Date, confirming on the basis of a review
            in accordance with the procedures set forth in their earlier letter
            that nothing has come to their attention during the period from a
            date not more than five business days before the date of this
            Underwriting Agreement, specified in the letter, to a date not more
            than five business days before such Closing Date, that would require
            any change in their letter referred to in the foregoing sentence.

            All opinions, letters, evidence and certificates mentioned above or
      elsewhere in this Underwriting Agreement will comply only if they are in
      form and scope reasonably satisfactory to counsel for the Underwriters,
      provided that any such documents, forms of which are annexed hereto, shall
      be deemed satisfactory to such counsel if substantially in such form.


                                       19
<PAGE>

7.    TERMINATION. This Underwriting Agreement may be terminated by the Managing
      Representative by notifying the Fund at any time:

      (a)   before the later of the effectiveness of the Registration Statement
            and the time when any of the Shares are first generally offered
            pursuant to this Underwriting Agreement by the Managing
            Representative to dealers by letter or telegram;

      (b)   at or before any Closing Date if, in the sole judgment of the
            Managing Representative, payment for and delivery of any Shares is
            rendered impracticable or inadvisable because (i) trading in the
            equity securities of the Fund is suspended by the Commission or by
            the principal exchange that lists the Shares, (ii) trading in
            securities generally on the New York Stock Exchange, the New York
            Stock Exchange or the Nasdaq Stock Market shall have been suspended
            or limited or minimum or maximum prices shall have been generally
            established on such exchange or over-the-counter market, (iii)
            additional material governmental restrictions, not in force on the
            date of this Underwriting Agreement, have been imposed upon trading
            in securities or trading has been suspended on any U.S. securities
            exchange, (iv) a general banking moratorium has been established by
            U.S. federal or New York authorities or (v) any material adverse
            change in the financial or securities markets in the United States
            or in political, financial or economic conditions in the United
            States or any outbreak or material escalation of hostilities or
            declaration by the United States of a national emergency or war or
            other calamity, terrorist activity or crisis shall have occurred the
            effect of any of which is such as to make it, in the sole judgment
            of the Managing Representative, impracticable or inadvisable to
            market the Shares on the terms and in the manner contemplated by the
            Prospectus; or

      (c)   at or before any Closing Date, if any of the conditions specified in
            Section 6 have not been fulfilled when and as required by this
            Underwriting Agreement.

8.    SUBSTITUTION OF UNDERWRITERS. If one or more of the Underwriters fails
      (other than for a reason sufficient to justify the termination of this
      Underwriting Agreement) to purchase on any Closing Date the Shares agreed
      to be purchased on such Closing Date by such Underwriter or Underwriters,
      the Managing Representative may find one or more substitute underwriters
      to purchase such Shares or make such other arrangements as the Managing
      Representative deems advisable, or one or more of the remaining
      Underwriters may agree to purchase such Shares in such proportions as may
      be approved by the Managing Representative, in each case upon the terms
      set forth in this Underwriting Agreement. If no such arrangements have
      been made within 36 hours after such Closing Date, and


                                       20
<PAGE>

      (a)   the number of Shares to be purchased by the defaulting Underwriters
            on such Closing Date does not exceed 10% of the Shares that the
            Underwriters are obligated to purchase on such Closing Date, each of
            the nondefaulting Underwriters will be obligated to purchase such
            Shares on the terms set forth in this Underwriting Agreement in
            proportion to their respective obligations under this Underwriting
            Agreement, or

      (b)   the number of Shares to be purchased by the defaulting Underwriters
            on such Closing Date exceeds 10% of the Shares to be purchased by
            all the Underwriters on such Closing Date, the Fund will be entitled
            to an additional period of 24 hours within which to find one or more
            substitute underwriters reasonably satisfactory to the Managing
            Representative to purchase such Shares on the terms set forth in
            this Underwriting Agreement.

            Upon the occurrence of the circumstances described in the foregoing
      paragraph (b), either the Managing Representative or the Fund will have
      the right to postpone the applicable Closing Date for not more than five
      business days in order that necessary changes and arrangements (including
      any necessary amendments or supplements to the Registration Statement or
      the Prospectus) may be effected by the Managing Representative and the
      Fund. If the number of Shares to be purchased on such Closing Date by such
      defaulting Underwriter or Underwriters exceeds 10% of the Shares that the
      Underwriters are obligated to purchase on such Closing Date, and none of
      the nondefaulting Underwriters or the Fund makes arrangements pursuant to
      this Section within the period stated for the purchase of the Shares that
      the defaulting Underwriters agreed to purchase, this Underwriting
      Agreement will terminate without liability on the part of any
      nondefaulting Underwriter, the Fund, the Investment Adviser, or the
      Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action
      taken under this Section will not affect the liability of any defaulting
      Underwriter to the Fund, the Investment Adviser or the Sub-Adviser or to
      any nondefaulting Underwriters arising out of such default. A substitute
      underwriter will become an Underwriter for all purposes of this
      Underwriting Agreement.

9.    INDEMNITY AND CONTRIBUTION.

      (a)   Each of the Fund, the Investment Adviser and the Sub-Adviser,
            jointly and severally, agrees to indemnify, defend and hold harmless
            each Underwriter, its partners, directors and officers, and any
            person who controls any Underwriter within the meaning of Section 15
            of the Securities Act or Section 20 of the Exchange Act, and their
            successors and assigns of all of the foregoing persons from and
            against any loss, damage, expense, liability or claim (including the
            reasonable cost of investigation) which, jointly or severally, any
            such Underwriter or any such person may incur under the Securities
            Act, the Exchange Act, the Investment


                                       21
<PAGE>

            Company Act, the Advisers Act, the common law or otherwise, insofar
            as such loss, damage, expense, liability or claim arises out of or
            is based upon any untrue statement or alleged untrue statement of a
            material fact contained in the Registration Statement (or in the
            Registration Statement as amended by any post-effective amendment
            thereof by the Fund) or in a Prospectus (the term "Prospectus" for
            the purpose of this Section 9 being deemed to include any
            Preliminary Prospectus, the sales materials, the Prospectus and the
            Prospectus as amended or supplemented by the Fund), or arises out of
            or is based upon any omission or alleged omission to state a
            material fact required to be stated in either such Registration
            Statement or Prospectus or necessary to make the statements made
            therein (with respect to the Prospectus, in light of the
            circumstances under which they were made) not misleading, except
            insofar as any such loss, damage, expense, liability or claim arises
            out of or is based upon any untrue statement or alleged untrue
            statement of a material fact contained in and in conformity with
            information furnished in writing by or on behalf of any Underwriter
            to the Fund, the Investment Adviser or the Sub-Adviser expressly for
            use with reference to any Underwriter in such Registration Statement
            or such Prospectus or arises out of or is based upon any omission or
            alleged omission to state a material fact in connection with such
            information required to be stated in such Registration Statement or
            such Prospectus or necessary to make such information (with respect
            to the Prospectus, in light of the circumstances under which they
            were made) not misleading, provided, however, that the indemnity
            agreement contained in this subsection (a) with respect to any
            Preliminary Prospectus or amended Preliminary Prospectus shall not
            inure to the benefit of any Underwriter (or to the benefit of any
            person controlling such Underwriter) from whom the person asserting
            any such loss, damage, expense, liability or claim purchased the
            Shares which is the subject thereof if the Prospectus corrected any
            such alleged untrue statement or omission and if such Underwriter
            failed to send or give a copy of the Prospectus to such person at or
            prior to the written confirmation of the sale of such Shares to such
            person, unless the failure is the result of noncompliance by the
            Fund with Section 5(d) hereof.

                  If any action, suit or proceeding (together, a "Proceeding")
            is brought against an Underwriter or any such person in respect of
            which indemnity may be sought against the Fund, the Investment
            Adviser or the Sub-Adviser pursuant to the foregoing paragraph, such
            Underwriter or such person shall promptly notify the Fund, the
            Investment Adviser or the Sub-Adviser in writing of the institution
            of such Proceeding and the Fund, the Investment Adviser or the
            Sub-Adviser shall assume the defense of such Proceeding, including
            the employment of counsel reasonably satisfactory to such
            indemnified party and payment of all fees and expenses; provided,
            however, that the omission to so notify the Fund, the Investment
            Adviser or the Sub-Adviser shall not relieve the Fund, the
            Investment Adviser or the Sub-Adviser from any liability which the
            Fund,


                                       22
<PAGE>

            the Investment Adviser or the Sub-Adviser may have to any
            Underwriter or any such person or otherwise. Such Underwriter or
            such person shall have the right to employ its or their own counsel
            in any such case, but the reasonable fees and expenses of such
            counsel shall be at the expense of such Underwriter or of such
            person unless the employment of such counsel shall have been
            authorized in writing by the Fund, the Investment Adviser or the
            Sub-Adviser, as the case may be, in connection with the defense of
            such Proceeding or the Fund, the Investment Adviser or the
            Sub-Adviser shall not have, within a reasonable period of time in
            light of the circumstances, employed counsel to have charge of the
            defense of such Proceeding or such indemnified party or parties
            shall have reasonably concluded that there may be defenses available
            to it or them, which are different from, additional to or in
            conflict with those available to the Fund, the Investment Adviser or
            the Sub-Adviser (in which case the Fund, the Investment Adviser or
            the Sub-Adviser shall not have the right to direct the defense of
            such Proceeding on behalf of the indemnified party or parties), in
            any of which events such reasonable fees and expenses shall be borne
            by the Fund, the Investment Adviser or the Sub-Adviser and paid as
            incurred (it being understood, however, that the Fund, the
            Investment Adviser or the Sub-Adviser shall not be liable for the
            expenses of more than one separate counsel (in addition to any local
            counsel) in any one Proceeding or series of related Proceedings in
            the same jurisdiction representing the indemnified parties who are
            parties to such Proceeding). Neither the Fund, the Investment
            Adviser nor the Sub-Adviser shall be liable for any settlement of
            any Proceeding effected without its written consent but if settled
            with the written consent of the Fund, the Investment Adviser or the
            Sub-Adviser, the Fund, the Investment Adviser or the Sub-Adviser, as
            the case may be, agrees to indemnify and hold harmless any
            Underwriter and any such person from and against any loss or
            liability by reason of such settlement. Notwithstanding the
            foregoing sentence, if at any time an indemnified party shall have
            requested an indemnifying party to reimburse the indemnified party
            for reasonable fees and expenses of counsel as contemplated by the
            second sentence of this paragraph, then the indemnifying party
            agrees that it shall be liable for any settlement of any Proceeding
            effected without its written consent if (i) such settlement is
            entered into more than 60 business days after receipt by such
            indemnifying party of the aforesaid request, (ii) such indemnifying
            party shall not have reimbursed the indemnified party in accordance
            with such request prior to the date of such settlement and (iii)
            such indemnified party shall have given the indemnifying party at
            least 30 days' prior notice of its intention to settle. No
            indemnifying party shall, without the prior written consent of the
            indemnified party, effect any settlement of any pending or
            threatened Proceeding in respect of which any indemnified party is
            or could have been a party and indemnity could have been sought
            hereunder by such indemnified party, unless such settlement includes
            an unconditional release of such indemnified party from all
            liability on claims


                                       23
<PAGE>

            that are the subject matter of such Proceeding and does not include
            an admission of fault, culpability or a failure to act, by or on
            behalf of such indemnified party.

      (b)   Each Underwriter severally agrees to indemnify, defend and hold
            harmless the Fund, the Investment Adviser and the Sub-Adviser, and
            each of their respective shareholders, partners, managers, members,
            trustees, directors and officers, and any person who controls the
            Fund, the Investment Adviser or the Sub-Adviser within the meaning
            of Section 15 of the Securities Act or Section 20 of the Exchange
            Act, and the successors and assigns of all of the foregoing persons
            from and against any loss, damage, expense, liability or claim
            (including the reasonable cost of investigation), which, jointly or
            severally, the Fund, the Investment Adviser or the Sub-Adviser or
            any such person may incur under the Securities Act, the Exchange
            Act, the Investment Company Act, the Advisers Act, the common law or
            otherwise, insofar as such loss, damage, expense, liability or claim
            arises out of or is based upon any untrue statement or alleged
            untrue statement of a material fact contained in and in conformity
            with information furnished in writing by or on behalf of such
            Underwriter to the Fund, the Investment Adviser or the Sub-Adviser
            expressly for use with reference to such Underwriter in the
            Registration Statement (or in the Registration Statement as amended
            by any post-effective amendment thereof by the Fund) or in a
            Prospectus, or arises out of or is based upon any omission or
            alleged omission to state a material fact in connection with such
            information required to be stated in such Registration Statement or
            such Prospectus or necessary to make such information not misleading
            (with respect to the Prospectus, in light of the circumstances under
            which they were made).

                  If any Proceeding is brought against the Fund, the Investment
            Adviser, the Sub-Adviser or any such person in respect of which
            indemnity may be sought against any Underwriter pursuant to the
            foregoing paragraph, the Fund, the Investment Adviser, the
            Sub-Adviser or such person shall promptly notify such Underwriter in
            writing of the institution of such Proceeding and such Underwriter
            shall assume the defense of such Proceeding, including the
            employment of counsel reasonably satisfactory to such indemnified
            party and payment of all fees and expenses; provided, however, that
            the omission to so notify such Underwriter shall not relieve such
            Underwriter from any liability which such Underwriter may have to
            the Fund, the Investment Adviser, the Sub-Adviser or any such person
            or otherwise. The Fund, the Investment Adviser, the Sub-Adviser or
            such person shall have the right to employ its own counsel in any
            such case, but the fees and expenses of such counsel shall be at the
            expense of the Fund, the Investment Adviser, the Sub-Adviser or such
            person, as the case may be, unless the employment of such counsel
            shall have been authorized in writing by such Underwriter in
            connection with the defense of such Proceeding or such Underwriter
            shall


                                       24
<PAGE>

            not have, within a reasonable period of time in light of the
            circumstances, employed counsel to have charge of the defense of
            such Proceeding or such indemnified party or parties shall have
            reasonably concluded that there may be defenses available to it or
            them, which are different from or additional to or in conflict with
            those available to such Underwriter (in which case such Underwriter
            shall not have the right to direct the defense of such Proceeding on
            behalf of the indemnified party or parties, but such Underwriter may
            employ counsel and participate in the defense thereof but the fees
            and expenses of such counsel shall be at the expense of such
            Underwriter), in any of which events such fees and expenses shall be
            borne by such Underwriter and paid as incurred (it being understood,
            however, that such Underwriter shall not be liable for the expenses
            of more than one separate counsel (in addition to any local counsel)
            in any one Proceeding or series of related Proceedings in the same
            jurisdiction representing the indemnified parties who are parties to
            such Proceeding). No Underwriter shall be liable for any settlement
            of any such Proceeding effected without the written consent of such
            Underwriter but if settled with the written consent of such
            Underwriter, such Underwriter agrees to indemnify and hold harmless
            the Fund, the Investment Adviser, the Sub-Adviser and any such
            person from and against any loss or liability by reason of such
            settlement. Notwithstanding the foregoing sentence, if at any time
            an indemnified party shall have requested an indemnifying party to
            reimburse the indemnified party for fees and expenses of counsel as
            contemplated by the second sentence of this paragraph, then the
            indemnifying party agrees that it shall be liable for any settlement
            of any Proceeding effected without its written consent if (i) such
            settlement is entered into more than 60 business days after receipt
            by such indemnifying party of the aforesaid request, (ii) such
            indemnifying party shall not have reimbursed the indemnified party
            in accordance with such request prior to the date of such settlement
            and (iii) such indemnified party shall have given the indemnifying
            party at least 30 days' prior notice of its intention to settle. No
            indemnifying party shall, without the prior written consent of the
            indemnified party, effect any settlement of any pending or
            threatened Proceeding in respect of which any indemnified party is
            or could have been a party and indemnity could have been sought
            hereunder by such indemnified party, unless such settlement includes
            an unconditional release of such indemnified party from all
            liability on claims that are the subject matter of such Proceeding
            and does not include an admission of fault, culpability or a failure
            to act, by or on behalf of such indemnified party.

      (c)   If the indemnification provided for in this Section 9 is unavailable
            to an indemnified party under subsections (a) and (b) of this
            Section 9 in respect of any losses, damages, expenses, liabilities
            or claims referred to therein, then each applicable indemnifying
            party, in lieu of indemnifying such indemnified party, shall
            contribute to the amount paid or payable by such indemnified party
            as a result of such losses, damages, expenses, liabilities


                                       25
<PAGE>

            or claims (i) in such proportion as is appropriate to reflect the
            relative benefits received by the Fund, the Investment Adviser and
            the Sub-Adviser on the one hand and the Underwriters on the other
            hand from the offering of the Shares or (ii) if the allocation
            provided by clause (i) above is not permitted by applicable law, in
            such proportion as is appropriate to reflect not only the relative
            benefits referred to in clause (i) above but also the relative fault
            of the Fund, the Investment Adviser and the Sub-Adviser on the one
            hand and of the Underwriters on the other in connection with the
            statements or omissions, which resulted in such losses, damages,
            expenses, liabilities or claims, as well as any other relevant
            equitable considerations. The relative benefits received by the
            Fund, the Investment Adviser and the Sub-Adviser on the one hand and
            the Underwriters on the other shall be deemed to be in the same
            respective proportions as the total proceeds from the offering (net
            of underwriting discounts and commissions but before deducting
            expenses) received by the Fund and the total underwriting discounts
            and commissions received by the Underwriters, bear to the aggregate
            public offering price of the Shares. The relative fault of the Fund,
            the Investment Adviser and the Sub-Adviser on the one hand and of
            the Underwriters on the other shall be determined by reference to,
            among other things, whether the untrue statement or alleged untrue
            statement of a material fact or omission or alleged omission relates
            to information supplied by the Fund, the Investment Adviser or the
            Sub-Adviser or by the Underwriters and the parties' relative intent,
            knowledge, access to information and opportunity to correct or
            prevent such statement or omission. The amount paid or payable by a
            party as a result of the losses, damages, expenses, liabilities and
            claims referred to in this subsection shall be deemed to include any
            legal or other fees or expenses reasonably incurred by such party in
            connection with investigating, preparing to defend or defending any
            Proceeding.

      (d)   The Fund, the Investment Adviser, the Sub-Adviser and the
            Underwriters agree that it would not be just and equitable if
            contribution pursuant to this Section 9 were determined by pro rata
            allocation (even if the Underwriters were treated as one entity for
            such purpose) or by any other method of allocation that does not
            take account of the equitable considerations referred to in
            subsection (c) above. Notwithstanding the provisions of this Section
            9, no Underwriter shall be required to contribute any amount in
            excess of the fees and commissions received by such Underwriter. No
            person guilty of fraudulent misrepresentation (within the meaning of
            Section 11(f) of the Securities Act) shall be entitled to
            contribution from any person who was not guilty of such fraudulent
            misrepresentation. The Underwriters' obligations to contribute
            pursuant to this Section 9 are several in proportion to their
            respective underwriting commitments and not joint.


                                       26
<PAGE>

      (e)   The indemnity and contribution agreements contained in this Section
            9 and the covenants, warranties and representations of the Fund
            contained in this Agreement shall remain in full force and effect
            regardless of any investigation made by or on behalf of any
            Underwriter, its partners, directors or officers or any person
            (including each partner, officer or director of such person) who
            controls any Underwriter within the meaning of Section 15 of the
            Securities Act or Section 20 of the Exchange Act, or by or on behalf
            of the Fund, the Investment Adviser or the Sub-Adviser, its
            shareholders, partners, advisers, members, trustees, directors or
            officers or any person who controls the Fund, the Investment Adviser
            or the Sub-Adviser within the meaning of Section 15 of the
            Securities Act or Section 20 of the Exchange Act, and shall survive
            any termination of this Agreement or the issuance and delivery of
            the Shares. The Fund, the Investment Adviser, the Sub-Adviser and
            each Underwriter agree promptly to notify each other of the
            commencement of any Proceeding against it and, in the case of the
            Fund, the Investment Adviser or the Sub-Adviser, against any of the
            Fund's, the Adviser's or the Sub-Adviser's shareholders, partners,
            managers, members, trustees, directors or officers in connection
            with the issuance and sale of the Shares, or in connection with the
            Registration Statement or Prospectus.

      (f)   The Fund, the Investment Adviser and the Sub-Adviser each
            acknowledge that the statements with respect to (1) the public
            offering of the Shares as set forth on the cover page of and (2)
            stabilization and selling concessions and reallowances of selling
            concessions and payment of fees to Underwriters that meet certain
            minimum sales thresholds under the caption "Underwriting" in the
            Prospectus constitute the only information furnished in writing to
            the Fund by the Underwriters expressly for use in such document. The
            Underwriters severally confirm that these statements are correct in
            all material respects and were so furnished by or on behalf of the
            Underwriters severally for use in the Prospectus.

      (g)   Notwithstanding any other provisions in this Section 9, no party
            shall be entitled to indemnification or contribution under this
            Underwriting Agreement against any loss, claim, liability, expense
            or damage arising by reason of such person's willful misfeasance,
            bad faith, gross negligence or reckless disregard of its duties in
            the performance of its duties hereunder. The parties hereto
            acknowledge that the foregoing provision shall be applicable solely
            as to matters arising under Section 17(i) of the Investment Company
            Act, and shall not be construed to impose any duties or obligations
            upon any such parties under this Agreement other than as
            specifically set forth herein (it being understood that the
            Underwriters have no duty hereunder to the Fund to perform any due
            diligence investigation).

10.   NOTICES. Except as otherwise herein provided, all statements, requests,
      notices and agreements shall be in writing or by telegram and, if to the
      Underwriters,


                                       27
<PAGE>

      shall be sufficient in all respects if delivered or sent to UBS Securities
      LLC, 299 Park Avenue, New York, NY 10171-0026, Attention: Syndicate
      Department, if to the Fund or the Investment Adviser, shall be sufficient
      in all respects if delivered or sent to the Fund or the Investment
      Adviser, as the case may be, at the offices of the Fund and the Investment
      Adviser at Eaton Vance Management, 255 State Street, Boston, MA 02109,
      and, if to the Sub-Adviser, shall be sufficient in all respects if
      delivered or sent to Rampart Investment Management Company Inc., One
      International Place, Boston, MA 02110.

11.   GOVERNING LAW; CONSTRUCTION. This Agreement and any claim, counterclaim or
      dispute of any kind or nature whatsoever arising out of or in any way
      relating to this Agreement ("Claim"), directly or indirectly, shall be
      governed by, and construed in accordance with, the laws of the State of
      New York. The Section headings in this Agreement have been inserted as a
      matter of convenience of reference and are not a part of this Agreement.

12.   SUBMISSION TO JURISDICTION. Except as set forth below, no Claim may be
      commenced, prosecuted or continued in any court other than the courts of
      the State of New York located in the City and County of New York or in the
      United States District Court for the Southern District of New York, which
      courts shall have jurisdiction over the adjudication of such matters, and
      the Fund and UBS Securities each consent to the jurisdiction of such
      courts and personal service with respect thereto. The Fund and UBS
      Securities hereby consent to personal jurisdiction, service and venue in
      any court in which any Claim arising out of or in any way relating to this
      Agreement is brought by any third party against UBS Securities or any
      indemnified party. Each of UBS Securities, the Fund (on its behalf and, to
      the extent permitted by applicable law, on behalf of its stockholders and
      affiliates), the Investment Adviser (on its behalf and, to the extent
      permitted by applicable law, on behalf of its unitholders and affiliates)
      and the Sub-Adviser (on its behalf and, to the extent permitted by
      applicable law, on behalf of its shareholders and affiliates) waives all
      right to trial by jury in any action, proceeding or counterclaim (whether
      based upon contract, tort or otherwise) in any way arising out of or
      relating to this Agreement. Each of the Fund, the Investment Adviser and
      the Sub-Adviser agrees that a final judgment in any such action,
      proceeding or counterclaim brought in any such court shall be conclusive
      and binding upon the Fund, the Investment Adviser and the Sub-Adviser, as
      the case may be, and may be enforced in any other courts in the
      jurisdiction of which the Fund, the Investment Adviser and the
      Sub-Adviser, as the case may be, is or may be subject, by suit upon such
      judgment.

13.   PARTIES AT INTEREST. The Agreement herein set forth has been and is made
      solely for the benefit of the Underwriters, the Fund, the Investment
      Adviser and the Sub-Adviser and to the extent provided in Section 9 hereof
      the controlling persons, shareholders, partners, members, trustees,
      managers, directors and officers referred to in such section, and their
      respective successors, assigns, heirs, personal representatives and
      executors and administrators. No other person, partnership, association or
      corporation (including a purchaser, as such purchaser, from any of


                                       28
<PAGE>

      the Underwriters) shall acquire or have any right under or by virtue of
      this Agreement.

14.   COUNTERPARTS. This Agreement may be signed by the parties in one or more
      counterparts which together shall constitute one and the same agreement
      among the parties.

15.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
      Underwriters, the Fund, the Investment Adviser, the Sub-Adviser and any
      successor or assign of any substantial portion of the Fund's, the
      Investment Adviser's, the Sub-Adviser's, or any of the Underwriters'
      respective businesses and/or assets.

16.   DISCLAIMER OF LIABILITY OF TRUSTEES AND BENEFICIARIES. A copy of the
      Agreement and Declaration of Trust of each of the Fund and Eaton Vance is
      on file with the Secretary of State of The Commonwealth of Massachusetts,
      and notice hereby is given that this Underwriting Agreement is executed on
      behalf of the Fund and Eaton Vance, respectively, by an officer or Trustee
      of the Fund or Eaton Vance, as the case may be, in his or her capacity as
      an officer or Trustee of the Fund or Eaton Vance, as the case may be, and
      not individually and that the obligations under or arising out of this
      Underwriting Agreement are not binding upon any of the Trustees, officers
      or shareholders individually but are binding only upon the assets and
      properties of the Fund or Eaton Vance, as the case may be.


                                       29
<PAGE>


      If the foregoing correctly sets forth the understanding among the Fund,
the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate
in the space provided below, whereupon this letter and your acceptance shall
constitute a binding agreement among the Fund, the Investment Adviser, the
Sub-Adviser and the Underwriters, severally.

                                       Very truly yours,

                                       EATON VANCE ENHANCED EQUITY INCOME
                                       FUND II


                                       -----------------------------------------
                                       By:
                                       Title:


                                       EATON VANCE MANAGEMENT


                                       -----------------------------------------
                                       By:
                                       Title:


                                       RAMPART INVESTMENT MANAGEMENT COMPANY,
                                       INC.


                                       -----------------------------------------
                                       By:
                                       Title:


                                       30
<PAGE>



Accepted and agreed to as of the
date first above written, on behalf
of themselves and the other several
Underwriters named in Schedule A


UBS SECURITIES LLC


--------------------------
By:
Title:


--------------------------
By:
Title:


                                       31
<PAGE>


SCHEDULE A

<TABLE>
<CAPTION>
Underwriters                                                    Number of Shares
------------                                                    ----------------
<S>                                                             <C>
UBS Securities LLC..........................................           [ ]
[Other Underwriters]                                                   [ ]
  Total.....................................................           [ ]
                                                                     ======
</TABLE>


                                  Schedule A-1
<PAGE>


                                   SCHEDULE B

                               FORM OF OPINION OF
                  KIRKPATRICK & LOCKHART LLP REGARDING THE FUND

            1. The Registration Statement and all post-effective amendments, if
any, are effective under the Securities Act and no stop order with respect
thereto has been issued and no proceeding for that purpose has been instituted
or, to the best of our knowledge, is threatened by the Commission. Any filing of
the Prospectus or any supplements thereto required under Rule 497 of the
Securities Act Rules prior to the date hereof have been made in the manner and
within the time required by such rule.

            2. The Fund has been duly formed and is validly existing as a
Massachusetts business trust under the laws of the Commonwealth of
Massachusetts, with full power and authority to conduct all the activities
conducted by it, to own or lease all assets owned (or to be owned) or leased (or
to be leased) by it and to conduct its business as described in the Registration
Statement and Prospectus, and the Fund is duly licensed and qualified to do
business and in good standing in each jurisdiction in which its ownership or
leasing of property or its conducting of business requires such qualification,
and the Fund owns, possesses or has obtained and currently maintains all
governmental licenses, permits, consents, orders, approvals and other
authorizations, whether foreign or domestic, necessary to carry on its business
as contemplated in the Prospectus. The Fund has no subsidiaries.

            3. The capitalization of the Fund is as set forth in the
Registration Statement and the Prospectus. The Shares of Beneficial Interest of
the Fund conform in all respects to the description of them in the Prospectus.
All the outstanding Shares of Beneficial Interest have been duly authorized and
are validly issued, fully paid and nonassessable (except as described in the
Registration Statement). The Shares to be issued and delivered to and paid for
by the Underwriters in accordance with the Underwriting Agreement against
payment therefor as provided by the Underwriting Agreement have been duly
authorized and when issued and delivered to the Underwriters will have been
validly issued and will be fully paid and nonassessable (except as described in
the Registration Statement). No person is entitled to any preemptive or other
similar rights with respect to the Shares.

            4. The Fund is duly registered with the Commission under the
Investment Company Act as a diversified, closed-end management investment
company and all action under the Securities Act, the Investment Company Act, the
Securities Act Rules and the Investment Company Act Rules, as the case may be,
necessary to make the public offering and consummate the sale of the Shares as
provided in the Underwriting Agreement has or will have been taken by the Fund.

            5. The Fund has full power and authority to enter into each of the
Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreement, the Custodian Agreement, the Administration Agreement, and the
Transfer Agency Agreement (collectively, the "Fund Agreements") and to perform
all of the terms


                                  Schedule B-1
<PAGE>

and provisions thereof to be carried out by it and (A) each Fund Agreement has
been duly and validly authorized, executed and delivered by the Fund, (B) each
Fund Agreement complies in all material respects with all applicable provisions
of the Investment Company Act, the Advisers Act , the Investment Company Act
Rules and the Advisers Act Rules, as the case may be, and (C) assuming due
authorization, execution and delivery by the other parties thereto, each Fund
Agreement constitutes the legal, valid and binding obligation of the Fund
enforceable in accordance with its terms, (1) subject, as to enforcement, to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and to general equitable principles (regardless of whether enforcement
is sought in a proceeding in equity or at law) and (2) as rights to indemnity
thereunder may be limited by federal or state securities laws.

            6. None of (A) the execution and delivery by the Fund of the Fund
Agreements, (B) the issue and sale by the Fund of the Shares as contemplated by
the Underwriting Agreement and (C) the performance by the Fund of its
obligations under the Fund Agreements or consummation by the Fund of the other
transactions contemplated by the Fund Agreements conflicts with or will conflict
with, or results or will result in a breach of, the Declaration of Trust or the
By-laws of the Fund or any agreement or instrument to which the Fund is a party
or by which the Fund is bound, or any law, rule or regulation, or order of any
court, governmental instrumentality, securities exchange or association or
arbitrator, whether foreign or domestic, applicable to the Fund, except that we
express no opinion as to the securities or "blue sky" laws applicable in
connection with the purchase and distribution of the Shares by the Underwriters
pursuant to the Underwriting Agreement.

            7. The Fund is not currently in breach of, or in default under, any
written agreement or instrument to which it is a party or by which it or its
property is bound or affected.

            8. No consent, approval, authorization or order of any court or
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required by the Fund for the consummation by the Fund of
the transactions to be performed by the Fund or the performance by the Fund of
all the terms and provisions to be performed by or on behalf of it in each case
as contemplated in the Fund Agreements, except such as (A) have been obtained
under the Securities Act, the Investment Company Act, the Advisers Act, the
Securities Act Rules, the Investment Company Act Rules and the Advisers Act
Rules and (B) may be required by the New York Stock Exchange or under state
securities or "blue sky" laws in connection with the purchase and distribution
of the Shares by the Underwriters pursuant to the Underwriting Agreement.

            9. The Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, and the Fund's Registration
Statement on Form 8-A under the 1934 Act is effective.


                                  Schedule B-2
<PAGE>

            10. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting the Fund, which is required to be disclosed in the
Prospectus that is not disclosed in the Prospectus, and there are no contracts,
franchises or other documents that are of a character required to be described
in, or that are required to be filed as exhibits to, the Registration Statement
that have not been described or filed as required.

            11. The Fund does not require any tax or other rulings to enable it
to qualify as a regulated investment company under Subchapter M of the Code.

            12. Each of the section in the Prospectus entitled "Distributions --
Federal Income Tax Matters" and the section in the Statement of Additional
Information entitled "Taxes" is a fair summary of the principal United States
federal income tax rules currently in effect applicable to the Fund and to the
purchase, ownership and disposition of the Shares.

            13. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, complied as to form in all material respects
to the requirements of the Securities Act, the Investment Company Act and the
rules and regulations of the Commission thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of the Fund.

            In connection with the registration of the Shares, we have advised
the Fund as to the requirements of the Securities Act, the Investment Company
Act and the applicable rules and regulations of the Commission thereunder and
have rendered other legal advice and assistance to the Fund in the course of its
preparation of the Registration Statement and the Prospectus. Rendering such
assistance involved, among other things, discussions and inquiries concerning
various legal and related subjects and reviews of certain corporate records,
documents and proceedings. We also participated in conferences with
representatives of the Fund and its accountants at which the contents of the
Registration Statement and Prospectus and related matters were discussed. With
your permission, we have not undertaken, except as otherwise indicated herein,
to determine independently, and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements in the Registration
Statement or Prospectus. On the basis of the information which was developed in
the course of the performance of the services referred to above, no information
has come to our attention that would lead us to believe that the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus, as of its date and as of the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements


                                  Schedule B-3
<PAGE>

therein, in the light of the circumstances under which they were made, not
misleading or that any amendment or supplement to the Prospectus, as of its
respective date, and as of the date hereof, contained any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements in the Prospectus, in the light of the circumstances under
which they were made, not misleading (except the financial statements, schedules
and other financial data included therein, as to which we express no view).


                                  Schedule B-4
<PAGE>


                                   SCHEDULE C

                       FORM OF OPINION OF INTERNAL COUNSEL
                        REGARDING EATON VANCE MANAGEMENT

            1. Eaton Vance has been duly formed and is validly existing as a
Massachusetts business trust under the laws of its jurisdiction of incorporation
with full power and authority to conduct all of the activities conducted by it,
to own or lease all of the assets owned or leased by it and to conduct its
business as described in the Registration Statement and Prospectus, and Eaton
Vance is duly licensed and qualified and in good standing in each other
jurisdiction in which it is required to be so qualified and Eaton Vance owns,
possesses or has obtained and currently maintains all governmental licenses,
permits, consents, orders, approvals and other authorizations, whether foreign
or domestic, necessary for Eaton Vance to carry on its business as contemplated
in the Registration Statement and the Prospectus.

            2. Eaton Vance is duly registered as an investment adviser under the
Advisers Act and is not prohibited by the Advisers Act, the Investment Company
Act, the Advisers Act Rules or the Investment Company Act Rules from acting as
investment adviser for the Fund as contemplated by the Investment Advisory
Agreement, the Registration Statement and the Prospectus.

            3. Eaton Vance has full power and authority to enter into each of
the Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreement, the Administration Agreement, the Additional Compensation Agreement,
and the Shareholder Servicing Agreement (collectively, the "Eaton Vance
Agreements") and to carry out all the terms and provisions thereof to be carried
out by it, and each such agreement has been duly and validly authorized,
executed and delivered by Eaton Vance; each Eaton Vance Agreement complies in
all material respects with all provisions of the Investment Company Act, the
Advisers Act, the Investment Company Act Rules and the Advisers Act Rules; and
assuming due authorization, execution and delivery by the other parties thereto,
each Eaton Vance Agreement constitutes a legal, valid and binding obligation of
Eaton Vance, enforceable in accordance with its terms, (1) subject, as to
enforcement, to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (2) as
rights to indemnity thereunder may be limited by federal or state securities
laws.

            4. Neither (A) the execution and delivery by Eaton Vance of any
Eaton Vance Agreement nor (B) the consummation by Eaton Vance of the
transactions contemplated by, or the performance of its obligations under any
Eaton Vance Agreement conflicts or will conflict with, or results or will result
in a breach of, the Agreement and Declaration of Trust or By-Laws of Eaton Vance
or any agreement or instrument to which Eaton Vance is a party or by which Eaton
Vance is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities


                                  Schedule C-1
<PAGE>

exchange or association or arbitrator, whether foreign or domestic, applicable
to Eaton Vance.

            5. No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by Eaton Vance of its obligations under, any
Eaton Vance Agreement, except such as have been obtained under the Investment
Company Act, the Advisers Act, the Securities Act, the Investment Company Act
Rules, the Advisers Act Rules and the Securities Act Rules.

            6. The description of Eaton Vance and its business, and the
statements attributable to Eaton Vance, in the Registration Statement and the
Prospectus complies with the requirements of the Securities Act, the Investment
Company Act, the Securities Act Rules and the Investment Company Act Rules and
do not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading.

            7. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting Eaton Vance of a nature required to be disclosed in the
Registration Statement or Prospectus or that might reasonably result in any
material adverse change in the condition, financial or otherwise, business
affairs or business prospects of Eaton Vance or the ability of Eaton Vance to
fulfill its respective obligations under any Eaton Vance Agreement.

            8. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act,
the Investment Company Act and the rules and regulations of the Commission
thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of Eaton
Vance.

            In connection with the registration of the Shares, we have advised
Eaton Vance as to the requirements of the Securities Act, the Investment Company
Act and the applicable rules and regulations of the Commission thereunder and
have rendered other legal advice and assistance to Eaton Vance in the course of
the preparation of the registration Statement and the Prospectus. Rendering such
assistance involved, among other things, discussions and inquiries concerning
various legal and related subjects and reviews of certain corporate records,
documents and proceedings. We also participated in conferences with
representatives of the Fund and its accountants and Eaton Vance at which the
contents of the registration and Prospectus and related matters were discussed.


                                  Schedule C-2
<PAGE>

With your permission, we have not undertaken, except as otherwise indicated
herein, to determine independently, and do not assume any responsibility for,
the accuracy, completeness or fairness of the statements in the Registration
Statement or Prospectus. On the basis of the information which was developed in
the course of the performance of the services referred to above, no information
has come to our attention that would lead us to believe that the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus, as of its date and as of the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that any amendment
or supplement to the Prospectus, as of its respective date, and as of the date
hereof, contained any untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements in the
Prospectus, in the light of the circumstances under which they were made, not
misleading (except the financial statements, schedules and other financial data
included therein, as to which we express no view).


                                  Schedule C-3
<PAGE>


                                   SCHEDULE D

                  FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP
              REGARDING RAMPART INVESTMENT MANAGEMENT COMPANY, INC.

            1. Rampart Investment Management Company, Inc. (the "Sub-Adviser")
has been duly formed and is validly existing as a Massachusetts corporation
under the laws of its jurisdiction of incorporation with full power and
authority to conduct all of the activities conducted by it, to own or lease all
of the assets owned or leased by it and to conduct its business as described in
the Registration Statement and Prospectus, and the Sub-Adviser is duly licensed
and qualified and in good standing in each other jurisdiction in which it is
required to be so qualified and the Sub-Adviser owns, possesses or has obtained
and currently maintains all governmental licenses, permits, consents, orders,
approvals and other authorizations, whether foreign or domestic, necessary for
the Sub-Adviser to carry on its business as contemplated in the Registration
Statement and the Prospectus.

            2. The Sub-Adviser is duly registered as an investment adviser under
the Advisers Act and is not prohibited by the Advisers Act, the Investment
Company Act, the Advisers Act Rules or the Investment Company Act Rules from
acting as investment adviser for the Fund as contemplated by the Sub-Advisory
Agreement, the Registration Statement and the Prospectus.

            3. The Sub-Adviser has full power and authority to enter into each
of the Underwriting Agreement and the Sub-Advisory Agreement (collectively, the
"Sub-Adviser Agreements") and to carry out all the terms and provisions thereof
to be carried out by it, and each such agreement has been duly and validly
authorized, executed and delivered by the Sub-Adviser; each Sub-Adviser
Agreement complies in all material respects with all provisions of the
Investment Company Act, the Advisers Act, the Investment Company Act Rules and
the Advisers Act Rules; and assuming due authorization, execution and delivery
by the other parties thereto, each Sub-Adviser Agreement constitutes a legal,
valid and binding obligation of the Sub-Adviser, enforceable in accordance with
its terms, (1) subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or at law) and (2) as rights to indemnity thereunder may be limited by
federal or state securities laws.

            4. Neither (A) the execution and delivery by the Sub-Adviser of any
Sub-Adviser Agreement nor (B) the consummation by the Sub-Adviser of the
transactions contemplated by, or the performance of its obligations under any
Sub-Adviser Agreement conflicts or will conflict with, or results or will result
in a breach of, the Articles of Incorporation or By-Laws of the Sub-Adviser or
any agreement or instrument to which the Sub-Adviser is a party or by which the
Sub-Adviser is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities exchange or association or arbitrator,
whether foreign or domestic, applicable to the Sub-Adviser.


                                  Schedule D-1
<PAGE>

            5. No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by the Sub-Adviser of its obligations under,
any Sub-Adviser Agreement, except such as have been obtained under the
Investment Company Act, the Advisers Act, the Securities Act, the Investment
Company Act Rules, the Advisers Act Rules and the Securities Act Rules.

            6. The description of the Sub-Adviser and its business, and the
statements attributable to the Sub-Adviser, in the Registration Statement and
the Prospectus complies with the requirements of the Securities Act, the
Investment Company Act, the Securities Act Rules and the Investment Company Act
Rules and do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading.

            7. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting the Sub-Adviser of a nature required to be disclosed in the
Registration Statement or Prospectus or that might reasonably result in any
material adverse change in the condition, financial or otherwise, business
affairs or business prospects of the Sub-Adviser or the ability of the
Sub-Adviser to fulfill its respective obligations under any Sub-Adviser
Agreement.

            8. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act,
the Investment Company Act and the rules and regulations of the Commission
thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of the
Sub-Adviser.

            In connection with the registration of the Shares, we have advised
the Sub-Adviser as to the requirements of the Securities Act, the Investment
Company Act and the applicable rules and regulations of the Commission
thereunder and have rendered other legal advice and assistance to the
Sub-Adviser in the course of the preparation of the registration Statement and
the Prospectus. Rendering such assistance involved, among other things,
discussions and inquiries concerning various legal and related subjects and
reviews of certain corporate records, documents and proceedings. We also
participated in conferences with representatives of the Fund and its accountants
and the Sub-Adviser at which the contents of the registration and Prospectus and
related matters were discussed. With your permission, we have not undertaken,
except as otherwise indicated herein, to determine independently, and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements in the Registration Statement or


                                  Schedule D-2
<PAGE>

Prospectus. On the basis of the information which was developed in the course of
the performance of the services referred to above, no information has come to
our attention that would lead us to believe that the Registration Statement, at
the time it became effective, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that the Prospectus, as of its
date and as of the date hereof, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that any amendment or supplement to the Prospectus,
as of its respective date, and as of the date hereof, contained any untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements in the Prospectus, in the light of the
circumstances under which they were made, not misleading (except the financial
statements, schedules and other financial data included therein, as to which we
express no view).


                                  Schedule D-3
<PAGE>


                                   SCHEDULE E

                           FORM OF ACCOUNTANT'S LETTER

              , 2005

The Board of Trustees of
Eaton Vance Enhanced Equity Income Fund II
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109

UBS Securities LLC
299 Park Avenue
New York, New York  10171
         as Managing Representative of the Underwriters

Ladies and Gentlemen:

            We have audited the statement of assets and liabilities of Eaton
Vance Enhanced Equity Income Fund II (the "Fund") as of [ ], 2005 included in
the Registration Statement on Form N-2 filed by the Fund under the Securities
Act of 1933 (the "Securities Act") (File No. 333-[ ]) and under the Investment
Company Act of 1940 (the "Investment Company Act") (File No. 811-[ ]); such
statement and our report with respect to such statement are included in the
Registration Statement.

In connection with the Registration Statement:

            1. We are independent public accountants with respect to the Fund
within the meaning of the Securities Act and the applicable rules and
regulations thereunder.

            2. In our opinion, the statement of assets and liabilities included
in the Registration Statement and audited by us complies as to form in all
respects with the applicable accounting requirements of the Securities Act, the
Investment Company Act and the respective rules and regulations thereunder.

            3. For purposes of this letter we have read the minutes of all
meetings of the Shareholders, the Board of Trustees and all Committees of the
Board of Trustees of the Fund as set forth in the minute books at the offices of
the Fund, officials of the Fund having advised us that the minutes of all such
meetings through [ ], 2005, were set forth therein.

            4. Fund officials have advised us that no financial statements as of
any date subsequent to [ ], 2005, are available. We have made inquiries of
certain officials of the Fund who have responsibility for financial and
accounting matters


                                  Schedule E-1
<PAGE>

regarding whether there was any change at [ ], 2005, in the capital shares or
net assets of the Fund as compared with amounts shown in the [ ], 2005,
statement of assets and liabilities included in the Registration Statement,
except for changes that the Registration Statement discloses have occurred or
may occur. On the basis of our inquiries and our reading of the minutes as
described in Paragraph 3, nothing came to our attention that caused us to
believe that there were any such changes.

            The foregoing procedures do not constitute an audit made in
accordance with generally accepted auditing standards. Accordingly, we make no
representations as to the sufficiency of the foregoing procedures for your
purposes.

            This letter is solely for the information of the addressees and to
assist the underwriters in conducting and documenting their investigation of the
affairs of the Fund in connection with the offering of the securities covered by
the Registration Statement, and is not to be used, circulated, quoted or
otherwise referred to within or without the underwriting group for any other
purpose, including but not limited to the registration, purchase or sale of
securities, nor is it to be filed with or referred to in whole or in part in the
Registration Statement or any other document, except that reference may be made
to it in the underwriting agreement or in any list of closing documents
pertaining to the offering of the securities covered by the Registration
Statement.

                                          Very truly yours,




                                  Schedule E-2



</TEXT>
</DOCUMENT>
