Eaton Vance Municipal Income Trust Sample Contracts

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FORM OF
Investment Advisory Agreement • December 11th, 1998 • Eaton Vance Municipal Income Trust
Form of
Transfer Agency and Services Agreement • December 11th, 1998 • Eaton Vance Municipal Income Trust • Massachusetts
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Auction Agent Agreement • March 1st, 1999 • Eaton Vance Municipal Income Trust • New York
FORM OF DISTRIBUTION AGREEMENT EATON VANCE [ ] TRUST Two International Place Boston, Massachusetts 02110
Distribution Agreement • March 22nd, 2023 • Eaton Vance Municipal Income Trust

Eaton Vance [ ] Trust is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-[ ] and 811-[ ]) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended (the “1933 Act”), to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

FORM OF SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Agent Agreement • March 22nd, 2023 • Eaton Vance Municipal Income Trust

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [ ], a Massachusetts business trust (the “Fund”), of up to [ ] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

1 Exhibit 99.(h)(2) AMENDED AND RESTATED MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • January 26th, 1999 • Eaton Vance Municipal Income Trust • New York
EATON VANCE MUNICIPAL INCOME TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 25th, 2021 • Eaton Vance Municipal Income Trust • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Municipal Income Trust, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 27th, 2019 • Eaton Vance Municipal Income Trust

AGREEMENT made this 6th day of August, 2012, between Eaton Vance Municipal Income Trust, a Massachusetts business trust (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • February 28th, 2019 • Eaton Vance Municipal Income Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 19th day of February, 2019, by and between Eaton Vance Municipal Income Trust (the “Acquiring Fund”), a Massachusetts business trust, and Eaton Vance New Jersey Municipal Income Trust (the “Acquired Fund” and with the Acquiring Fund, the “Funds”), each a Massachusetts business trust.

Form of
Administration Agreement • December 11th, 1998 • Eaton Vance Municipal Income Trust
EATON VANCE MUNICIPAL INCOME TRUST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 19th, 2008 • Eaton Vance Municipal Income Trust

AMENDMENT effective August 11, 2008, made to the Agreement and Declaration of Trust dated December 10, 1998, as amended, (hereinafter called the "Declaration") of Eaton Vance Municipal Income Trust, a Massachusetts business trust (hereinafter called the "Trust"), by at least a majority of the Trustees of the Trust in office on August 11, 2008.

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Eaton Vance Municipal Income Trust • March 1st, 1999 • New York
FORM OF CALCULATION AND PAYING AGENT AGREEMENT between EACH FUND LISTED ON ANNEX A ATTACHED HERETO and THE BANK OF NEW YORK MELLON, as Calculation and Paying Agent Dated as of December 11, 2015 Relating to Institutional MuniFund Term Preferred Shares,...
Calculation and Paying Agent Agreement • July 25th, 2018 • Eaton Vance Municipal Income Trust • New York

This CALCULATION AND PAYING AGENT AGREEMENT (this “Agreement”) is entered into as of December 11, 2015 between each investment company listed on Annex A hereto, as may be amended from time to time (each, a “Fund”), individually, separately and severally (not jointly) and The Bank of New York Mellon, a New York banking corporation, as agent, as and to the extent provided for hereinafter (and any successor hereunder, the “Calculation and Paying Agent”).

SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Placement Agent Agreement • May 22nd, 2013 • Eaton Vance Municipal Income Trust • New York

From time to time Eaton Vance Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by Eaton Vance [ ] Trust, a Massachusetts business trust (the “Fund”), of up to [ ] common shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares.

FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • January 26th, 1999 • Eaton Vance Municipal Income Trust • New York
FEE REDUCTION AGREEMENT
Fee Reduction Agreement • June 28th, 2013 • Eaton Vance Municipal Income Trust

AGREEMENT made as of this 26th day of April 2010 between each Fund listed on Appendix A (the Funds) and Eaton Vance Management (the Adviser).

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EATON VANCE MUNICIPAL INCOME TRUST INVESTMENT ADVISORY AGREEMENT
Eaton Vance Municipal Income Trust • February 10th, 2022 • Eaton Vance Municipal Income Trust • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Municipal Income Trust, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

ADMINISTRATIVE SERVICES AGREEMENT
Municipal Income Trust • March 25th, 2021 • Eaton Vance Municipal Income Trust • Massachusetts

AGREEMENT made this 1st day of March, 2021, between Eaton Vance Municipal Income Trust, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

AMENDED AND RESTATED FEE REDUCTION AGREEMENT
Fee Reduction Agreement • October 15th, 2018 • Eaton Vance Municipal Income Trust

AGREEMENT made as of the 26th day of April 2010 and amended and restated as of October 15, 2018 between Eaton Vance Municipal Income Trust (the Fund) and Eaton Vance Management (the Adviser).

FEE REDUCTION AGREEMENT
Fee Reduction Agreement • June 28th, 2013 • Eaton Vance Municipal Income Trust

AGREEMENT made as of this 11th day of August 2008, between each Fund listed on Appendix A (the Funds) and Eaton Vance Management (the Adviser).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 10th, 2009 • Eaton Vance Municipal Income Trust

In order to consummate the Reorganization (as defined in Section 1(b) below) and in consideration of the promises and the covenants and agreements hereinafter set forth, and intending to be legally bound, Eaton Vance National Municipal Income Trust (FEV), a Massachusetts business trust and a registered closed-end investment company, File No. 811-09143 (the “Acquired Fund”) and Eaton Vance Municipal Income Trust (EVN) (the “Acquiring Fund” and together with the Acquired Fund, the “Funds”), a Massachusetts business trust and a registered closed-end investment company, File No. 811-09141, each hereby agree as follows:

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