CMBS Portfolio Sample Contracts

CMBS PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2013 • CMBS Portfolio

AGREEMENT made as of this 6th day of August, 2012, between CMBS Portfolio, a Massachusetts business trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • February 28th, 2013 • CMBS Portfolio

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, CMBS Portfolio (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as a Massachusetts business trust, has agreed that Eaton Vance Distributors, Inc. (“EVD”), shall be the placement agent (the “Placement Agent”) of Interests in the Trust (“Trust Interests”).

AMENDED AND RESTATED FIDELITY BOND PREMIUM SHARING AGREEMENT
Fidelity Bond Premium Sharing Agreement • October 22nd, 2012 • CMBS Portfolio

THIS AGREEMENT made as of December 31, 1995, amended and restated as of October 16, 2006, by and among the investment companies (the “Funds”) and affiliates of Eaton Vance Corp. (“EVC”) listed on the attached Schedule A (the “EV Parties”) (collectively, the “Insureds”).

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