EXHIBIT (p)

                             Eaton Vance Management
                            The Eaton Vance Building
                                255 State Street
                           Boston, Massachusetts 02109
                            Telephone: (617) 482-8260
                            Telecopy: (617) 338-8054


                                                        January 5, 2005


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

Ladies and Gentlemen:

     With respect to our purchase from you, at the purchase price of $100,000 of
5,000 shares of beneficial interest, net asset value of $20.00 per share
("Initial Shares") in Eaton Vance Enhanced Equity Income Fund II, we hereby
advise you that we are purchasing such Initial Shares for investment purposes
without any present intention of redeeming or reselling.

                                        Very truly yours,

                                        EATON VANCE MANAGEMENT


                                        By:  /s/ William M. Steul
                                             -----------------------------
                                             William M. Steul
                                             Treasurer and Vice President


                                     Page 1