UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-02258
Eaton Vance Series Trust II
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Deidre E. Walsh
One Post Office Square, Boston, Massachusetts 02109
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
June 30
Date of Fiscal Year End
June 30, 2026
Date of Reporting Period
Item 1. Reports to Stockholders
(a)
(b) Not applicable.
Item 2. Code of Ethics
The registrant (sometimes referred to as the “Fund”) has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has amended the code of ethics as described in Form N-CSR during the period covered by the report. The new Fund policy is substantially similar to the superseded Fund policy but now has an expanded scope that applies to 1940 Act Fund families. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.
Item 3. Audit Committee Financial Expert
The registrant’s Board of Trustees has determined that George J. Gorman, an “independent” Trustee, is an “audit committee financial expert” serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or the liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services
Parametric Tax-Managed Emerging Markets Fund (the “Fund”), is a series of Eaton Vance Series Trust II (the “Trust”), a Massachusetts business trust, which, including the Fund, contains a total of 2 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Fund’s annual reports.
(a)-(d)
The following table presents the aggregate fees billed to the Fund for the Fund’s fiscal years ended June 30, 2025 and June 30, 2026 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during those periods.
Parametric Tax-Managed Emerging Markets Fund
| Fiscal Years Ended |
06/30/25 | 06/30/26 | ||||||
| Audit Fees |
$ | 80,600 | $ | 80,600 | ||||
| Audit-Related Fees(1) |
$ | 0 | $ | 0 | ||||
| Tax Fees(2) |
$ | 0 | $ | 0 | ||||
| All Other Fees(3) |
$ | 0 | $ | 0 | ||||
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| Total |
$ | 80,600 | $ | 80,600 | ||||
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| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
The various Series comprising the Trust have varying fiscal year ends (June 30 and October 31). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.
| Fiscal Years Ended |
10/31/24 | 06/30/25 | 10/31/25 | 06/30/26 | ||||||||||||
| Audit Fees |
$ | 96,200 | $ | 80,600 | $ | 96,584 | $ | 80,600 | ||||||||
| Audit-Related Fees(1) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Tax Fees(2) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| All Other Fees(3) |
$ | 0 | $ | 0 | $ | 277 | $ | 0 | ||||||||
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| Total |
$ | 96,200 | $ | 80,600 | $ | 96,811 | $ | 80,600 | ||||||||
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| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each Fund; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance organization by D&T for the last 2 fiscal years of each Fund.
| Fiscal Years Ended |
10/31/24 | 06/30/25 | 10/31/25 | 06/30/26 | ||||||||||||
| Registrant(1) |
$ | 0 | $ | 0 | $ | 227 | $ | 0 | ||||||||
| Eaton Vance(2) |
$ | 18,490 | $ | 18,490 | $ | 18,490 | $ | 19,414 | ||||||||
| (1) | Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds. |
| (2) | Various subsidiaries of Morgan Stanley act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable). |
(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR. |
| (b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies
| June 30, 2026 | |
| Assets | |
| Unaffiliated investments, at value (identified cost $271,246,899) — including $22,966,349 of securities on loan | $594,988,738 |
| Affiliated investments, at value (identified cost $209,393) | 209,393 |
| Cash | 387,367 |
| Foreign currency, at value (identified cost $4,411,674) | 4,393,949 |
| Interest and dividends receivable | 2,006,751 |
| Dividends receivable from affiliated investments | 2,765 |
| Receivable for investments sold | 4,165,584 |
| Receivable for Fund shares sold | 28,185 |
| Securities lending income receivable | 18,941 |
| Tax reclaims receivable | 142,767 |
| Trustees' deferred compensation plan | 265,999 |
| Total assets | $606,610,439 |
| Liabilities | |
| Collateral for securities loaned | $7,253,090 |
| Payable for investments purchased | 6,188,826 |
| Payable for Fund shares redeemed | 90,976 |
| Payable to affiliates: | |
| Investment adviser fee | 220,119 |
| Administration fee | 244,715 |
| Trustees' deferred compensation plan | 265,999 |
| Accrued foreign capital gains taxes | 2,424,098 |
| Accrued expenses | 415,211 |
| Total liabilities | $17,103,034 |
| Net Assets | $589,507,405 |
| Sources of Net Assets | |
| Paid-in capital | $254,334,114 |
| Distributable earnings | 335,173,291 |
| Net Assets | $589,507,405 |
| Class I Shares | |
| Net Assets | $589,507,405 |
| Shares Outstanding | 11,076,838 |
| Net Asset Value, Offering Price and Redemption Price Per Share (net assets ÷ shares of beneficial interest outstanding) |
$53.22 |
| Year Ended | |
| June 30, 2026 | |
| Investment Income | |
| Dividend income (net of foreign taxes withheld of $1,937,880) | $17,411,889 |
| Dividend income from affiliated investments | 36,495 |
| Interest income (net of foreign taxes withheld of $228) | 13,112 |
| Securities lending income, net | 205,451 |
| Total investment income | $17,666,947 |
| Expenses | |
| Investment adviser fee | $2,583,851 |
| Administration fee | 2,870,945 |
| Interest expense and fees | 26,419 |
| Total expenses | $5,481,215 |
| Deduct: | |
| Waiver and/or reimbursement of expenses by affiliates | $1,416 |
| Total expense reductions | $1,416 |
| Net expenses | $5,479,799 |
| Net investment income | $12,187,148 |
| Realized and Unrealized Gain (Loss) | |
| Net realized gain (loss): | |
| Investment transactions (net of foreign capital gains taxes of $261,445) | $36,546,603 |
| Foreign currency transactions | (142,068) |
| Net realized gain | $36,404,535 |
| Change in unrealized appreciation (depreciation): | |
| Investments (including net decrease in accrued foreign capital gains taxes of $726,647) | $72,379,846 |
| Foreign currency | (39,480) |
| Net change in unrealized appreciation (depreciation) | $72,340,366 |
| Net realized and unrealized gain | $108,744,901 |
| Net increase in net assets from operations | $120,932,049 |
| Year Ended June 30, | ||
| 2026 | 2025 | |
| Increase (Decrease) in Net Assets | ||
| From operations: | ||
| Net investment income | $12,187,148 | $13,953,360 |
| Net realized gain | 36,404,535 | 9,957,796 |
| Net change in unrealized appreciation (depreciation) | 72,340,366 | 42,841,062 |
| Net increase in net assets from operations | $120,932,049 | $66,752,218 |
| Distributions to shareholders: | ||
| Class I | $(25,665,524) | $(21,232,588) |
| Total distributions to shareholders | $(25,665,524) | $(21,232,588) |
| Transactions in shares of beneficial interest: | ||
| Class I | $(32,924,201) | $(18,263,862) |
| Net decrease in net assets from Fund share transactions | $(32,924,201) | $(18,263,862) |
| Net increase in net assets | $62,342,324 | $27,255,768 |
| Net Assets | ||
| At beginning of year | $527,165,081 | $499,909,313 |
| At end of year | $589,507,405 | $527,165,081 |
| Class I | |||||
| Year Ended June 30, | |||||
| 2026 | 2025 | 2024 | 2023 | 2022 | |
| Net asset value — Beginning of year | $44.99 | $41.20 | $39.96 | $40.54 | $54.69 |
| Income (Loss) From Operations | |||||
| Net investment income(1) | $1.07 | $1.17 | $1.04 | $1.26 | $1.27 |
| Net realized and unrealized gain (loss) | 9.48 | 4.43 | 2.52 | 2.09 | (10.80) |
| Total income (loss) from operations | $10.55 | $5.60 | $3.56 | $3.35 | $(9.53) |
| Less Distributions | |||||
| From net investment income | $(1.62) | $(1.40) | $(1.47) | $(1.56) | $(1.24) |
| From net realized gain | (0.70) | (0.41) | (0.85) | (2.37) | (3.38) |
| Total distributions | $(2.32) | $(1.81) | $(2.32) | $(3.93) | $(4.62) |
| Net asset value — End of year | $53.22 | $44.99 | $41.20 | $39.96 | $40.54 |
| Total Return(2) | 23.91% | 14.23% | 9.15% | 8.77% | (18.63)% |
| Ratios/Supplemental Data | |||||
| Net assets, end of year (000’s omitted) | $589,507 | $527,165 | $499,909 | $496,108 | $540,881 |
| Ratios (as a percentage of average daily net assets):(3) | |||||
| Total expenses | 0.95% | 0.96% | 0.96% | 0.96% | 0.96% |
| Net expenses | 0.95%(4) | 0.96%(4) | 0.96%(4) | 0.96%(4) | 0.96%(4) |
| Net investment income | 2.12% | 2.80% | 2.58% | 3.18% | 2.59% |
| Portfolio Turnover | 11% | 9% | 10% | 13% | 14% |
| (1) | Computed using average shares outstanding. |
| (2) | Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. |
| (3) | Total expenses do not reflect amounts reimbursed and/or waived by the adviser and certain of its affiliates, if applicable. Net expenses are net of all reductions and represent the net expenses paid by the Fund. |
| (4) | Includes a reduction by the investment adviser of a portion of its adviser fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the years ended June 30, 2026, 2025, 2024, 2023 and 2022). |
| Year Ended June 30, | ||
| 2026 | 2025 | |
| Ordinary income | $17,894,700 | $16,427,792 |
| Long-term capital gains | $7,770,824 | $4,804,796 |
| Undistributed ordinary income | $ 11,316,681 |
| Undistributed long-term capital gains | 30,745,261 |
| Net unrealized appreciation | 293,111,349 |
| Distributable earnings | $335,173,291 |
| Aggregate cost | $299,657,043 |
| Gross unrealized appreciation | $318,612,475 |
| Gross unrealized depreciation | (23,071,387) |
| Net unrealized appreciation | $295,541,088 |
| Year Ended June 30, 2026 |
Year Ended June 30, 2025 | ||||
| Shares | Amount | Shares | Amount | ||
| Class I | |||||
| Sales | 113,526 | $ 5,674,973 | 230,513 | $ 9,640,481 | |
| Issued to shareholders electing to receive payments of distributions in Fund shares | 392,905 | 19,079,471 | 405,136 | 16,055,531 | |
| Redemptions | (1,145,767) | (57,678,645) | (1,053,484) | (43,959,874) | |
| Net decrease | (639,336) | $(32,924,201) | (417,835) | $(18,263,862) | |
| Remaining Contractual Maturity of the Transactions | |||||
| Overnight and Continuous |
<30 days | 30 to 90 days | >90 days | Total | |
| Common Stocks | $7,253,090 | $ — | $ — | $ — | $7,253,090 |
| Name | Value, beginning of period |
Purchases | Sales proceeds |
Net realized gain (loss) |
Change in unrealized appreciation (depreciation) |
Value, end of period |
Dividend income |
Shares, end of period |
| Short-Term Investments | ||||||||
| Liquidity Fund | $705,866 | $34,519,798 | $(35,016,271) | $ — | $ — | $209,393 | $36,495 | 209,393 |
| • | Level 1 – quoted prices in active markets for identical investments |
| • | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3 – significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments) |
| Asset Description | Level 1 | Level 2 | Level 3* | Total |
| Common Stocks: | ||||
| Africa | $ 103,873 | $ 50,002,990 | $0 | $ 50,106,863 |
| Asia | 9,571,487 | 299,958,944 | 0 | 309,530,431 |
| Developed Europe | 33,210 | 3,343,076 | — | 3,376,286 |
| Emerging Europe | 512,178 | 75,613,802 | 0 | 76,125,980 |
| Latin America | 85,055,162 | — | — | 85,055,162 |
| Middle East | 266,934 | 63,266,196 | 0 | 63,533,130 |
| North America | 4 | — | — | 4 |
| Total Common Stocks | $ 95,542,848 | $492,185,008** | $0 | $587,727,856 |
| Preferred Stocks | $ 173 | $ — | $ — | $ 173 |
| Rights | — | 7,619 | — | 7,619 |
| Short-Term Investments: | ||||
| Affiliated Fund | 209,393 | — | — | 209,393 |
| Securities Lending Collateral | 7,253,090 | — | — | 7,253,090 |
| Total Investments | $103,005,504 | $ 492,192,627 | $0 | $595,198,131 |
| * | None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Fund. |
| ** | Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets. |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies
The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
The information is included in Item 7 of this Form N-CSR.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.
Item 16. Controls and Procedures
| (a) | It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure. |
| (b) | There have been no changes in the registrant’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits
| (a)(1) |
Registrant’s Code of Ethics – Not applicable (please see Item 2). | |
| (a)(2)(i) |
Principal Financial Officer’s Section 302 certification. | |
| (a)(2)(ii) |
Principal Executive Officer’s Section 302 certification. | |
| (b) |
Combined Section 906 certification. | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Eaton Vance Series Trust II | ||
| By: | /s/ Kenneth A. Topping | |
| Kenneth A. Topping | ||
| Principal Executive Officer | ||
| Date: | August 21, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ James F. Kirchner | |
| James F. Kirchner | ||
| Principal Financial Officer | ||
| Date: | August 21, 2026 | |
| By: | /s/ Kenneth A. Topping | |
| Kenneth A. Topping | ||
| Principal Executive Officer | ||
| Date: | August 21, 2026 | |