Eaton Vance Management Two International Place Boston, MA 02110

		Xxxxx Xxxxx Management
		Two International Place
		Boston, MA 02110
		(000)000-0000
		xxx.xxxxxxxxxx.xxx

Effective as of February 15, 2013

To Xxxxx Xxxxx Municipal Income Term Trust

With Reference to the Investment Advisory and Administrative Agreement entered into by Xxxxx Xxxxx Management (“Xxxxx Xxxxx”) with Xxxxx Xxxxx Municipal Income Term Trust (the “Fund”) we hereby notify you of the following:

In connection with the organization and initial offering of the common shares of the Fund, Xxxxx Xxxxx hereby agrees to (i) pay all organizational costs of the Fund and (ii) pay all offering costs of such offering of the Fund (other than sales load) that exceeds $0.04 per share.

The instrument is executed under seal and shall be governed by Massachusetts Law.

Very truly yours,
XXXXX XXXXX MANAGEMENT
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Executive Vice President, and not Individually

ACCEPTED AND AGREED TO

ON BEHALF OF THE FUND

By: Name:		/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
Title:		Treasurer, and not Individually

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