0000940394-07-000404 Sample Contracts

PLACEMENT AGENT AGREEMENT March 12, 2007
International Income Portfolio • April 13th, 2007

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

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INTERNATIONAL INCOME PORTFOLIO March 12, 2007
Master Custodian Agreement • April 13th, 2007 • International Income Portfolio

International Income Portfolio hereby adopts and agrees to become a party to the attached Custodian Agreement as amended and extended with Investors Bank & Trust Company.

INTERNATIONAL INCOME PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 13th, 2007 • International Income Portfolio

AGREEMENT made this 12th day of March, 2007, between International Income Portfolio, a New York trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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