<DOCUMENT>
<TYPE>EX-99.77D POLICIES
<SEQUENCE>3
<FILENAME>77deos123112.txt
<DESCRIPTION>POLICIES
<TEXT>
Response to Item 77D- Policies with respect to security
investment

Eaton Vance Enhanced Equity Income Fund II (EOS)
Material changes to the investment policies of the Fund are
described in the "Notes to Financial Statements" in the annual
report to shareholders dated December 31, 2012 and are
incorporated herein by reference.

</TEXT>
</DOCUMENT>
