As filed with the Securities and Exchange Commission on January 27, 2005
1933 Act File No. 333-
1940 Act File No. 811-21670
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 3 [X]
(CHECK APPROPRIATE BOX OR BOXES)
EATON VANCE ENHANCED EQUITY INCOME FUND II
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
-----------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260
-----------------------------------------------------------------
ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
-----------------------------------------------------------------------
NAME AND ADDRESS (OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
MARK P. GOSHKO, ESQ. THOMAS A. HALE, ESQ.
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP SKADDEN, ARPS, SLATE,
75 STATE STREET MEAGHER & FLOM LLP
BOSTON, MASSACHUSETTS 02109 333 W. WACKER SUITE 2100
CHICAGO, ILLINOIS 60606
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities
Act registration statement for the same offering is 333-120421.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate
box): [ ] when declared effective pursuant to Section 8(c)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
PROPOSED PROPOSED
AMOUNT BEING MAXIMUM MAXIMUM AMOUNT OF
REGISTERED OFFERING AGGREGATE REGISTRATION FEES
TITLE OF SECURITIES BEING REGISTERED (1) PRICE PER UNIT OFFERING PRICE (1)(2)
(1) (1)
Common Shares of Beneficial 315,000 $20.00 $6,300,000 $741.51
Interest, $0.01 par value
(1) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Includes Shares that may be offered to the Underwriters pursuant to an
option to cover over-allotments.
------------------------------------
This Registration Statement is being filed by the Eaton Vance Enhanced
Equity Income Fund II (the "Registrant") pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended. The Registrant hereby incorporates
by reference into this Registration Statement the content of the Registrant's
Registration Statement on Form N-2 and all amendments thereto (File No.
333-120421) declared effective on January 25, 2005 by the Securities and
Exchange Commission (the "Commission") including each of the documents filed by
the Registrant with the Commission therein.
NOTICE
A copy of the Agreement and Declaration of Trust of Eaton Vance Enhanced
Equity Income Fund II is on file with the Secretary of State of the Commonwealth
of Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers or shareholders individually, but
are binding only upon the assets and property of the Registrant.
SIGNATURES
Pursuant to requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and the
Commonwealth of Massachusetts, on the 26th day of January 2005.
EATON VANCE ENHANCED EQUITY INCOME FUND II
By: /s/ Duncan W. Richardson
--------------------------
Duncan W. Richardson
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Duncan W. Richardson President and Principal January 26, 2005
-------------------------------------------- Executive Officer
Duncan W. Richardson
/s/ James L. O'Connor Treasurer and Principal Financial January 26, 2005
-------------------------------------------- and Accounting Officer
James L. O'Connor
/s/ James B. Hawkes Trustee January 26, 2005
--------------------------------------------
James B. Hawkes
Samuel L. Hayes, III* Trustee January 26, 2005
--------------------------------------------
Samuel L. Hayes, III
William H. Park* Trustee January 26, 2005
--------------------------------------------
William H. Park
Ronald A. Pearlman* Trustee January 26, 2005
--------------------------------------------
Ronald A. Pearlman
Norton H. Reamer* Trustee January 26, 2005
--------------------------------------------
Norton H. Reamer
Lynn A. Stout* Trustee January 26, 2005
--------------------------------------------
Lynn A. Stout
* By: /s/ Alan R. Dynner
------------------------------
Alan R. Dynner (As attorney in-fact)