EATON VANCE NEXTSHARES TRUST II
Two International Place
Boston, MA 02110
Phone: (617) 482-8260
November 23, 2015
Ms. Valerie J. Lithotomos
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re:
Eaton Vance NextShares Trust II (the “Registrant”) on behalf of its series Eaton Vance Bond NextShares; Eaton Vance Floating-Rate & High Income NextShares; Eaton Vance Global Macro Absolute Return NextShares; Eaton Vance Government Obligations NextShares; Eaton High Income Opportunities NextShares; Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares; Eaton Vance High Yield Municipal Income NextShares; and Eaton Vance National Municipal Income NextShares
Dear Ms. Lithotomos:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby requests that the Staff of the Division of Investment Management accelerate the effective date of the Registrant’s 1933 Act Registration Statement on Form N-1A, as amended, filed on November 23, 2015 (Accession No. 0000940394-15-001353) to November 24, 2015, or as soon thereafter as possible.
In connection with such request the Registrant acknowledges that:
1.
Should the Commission or the Staff acting pursuant to delegated authority declare the Registration Statement effective, such action does not foreclose any action by the Commission with respect to the filing;
2.
The action of the Commission or the Staff acting pursuant to delegated authority in declaring the filing effective does not relieve the Registrant of responsibility for the adequacy and accuracy of the filing; and
3.
The Registrant will not assert the Staff’s acceleration of effectiveness of the filing as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws.
Further, the Registrant is aware that the Division of Enforcement has access to all information provided to the Staff in connection with its review of and the Registrant’s comments on this and other filings made with respect to the Registration Statement. Please contact me at (617) 672-8305 if you have any questions.
Very truly yours,
/s/Maureen A. Gemma
Maureen A. Gemma, Esq.
Vice President
Ms. Valerie J. Lithotomos
Division of Investment Management
November 23, 2015
Page 2
The undersigned, Foreside Fund Services, LLC, being the Distributor for the Registrant, hereby joins in the foregoing request for acceleration.
Foreside Fund Services, LLC
By:
/s/Mark A. Fairbanks
Name: Mark A. Fairbanks
Title: President
