0000940394-16-002236 Sample Contracts

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 21st, 2016 • High Yield Municipal Income Portfolio

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, High Yield Municipal Income 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”).

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HIGH YIELD MUNICIPAL INCOME PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 21st, 2016 • High Yield Municipal Income Portfolio

AGREEMENT made as of this 21st day of March, 2016, between High Yield Municipal Income Portfolio, a Massachusetts business trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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