Eaton Vance High Income 2021 Target Term Trust Sample Contracts

WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep

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WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

This agreement (the “Agreement”) is between Eaton Vance Management (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Eaton Vance High Income 2021 Target Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).

EATON VANCE HIGH INCOME 2021 TARGET TERM TRUST AGREEMENT AND DECLARATION OF TRUST Dated February 5, 2016
Agreement and Declaration of Trust • February 8th, 2016 • Eaton Vance High Income 2021 Target Term Trust

AGREEMENT AND DECLARATION OF TRUST, made February 5, 2016 by the Trustees hereunder and by the holders of beneficial interest to be issued hereunder as hereinafter provided and

EATON VANCE HIGH INCOME 2021 TARGET TERM TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Investment Advisory and Administrative Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust

AGREEMENT made this 22nd day of April, 2016, between Eaton Vance High Income 2021 Target Term Trust, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among Eaton Vance High Income 2021 Target Term Trust (the “Fund”), Eaton Vance Management (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among [●] (the “Fund”), Eaton Vance Management (the “Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among Eaton Vance High Income 2021 Target Term Trust (the “Fund”), Eaton Vance Management (the “Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • May 24th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York
Eaton Vance Management Two International Place Boston, MA 02110 www.eatonvance.com
Master Custodian Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust

This Agreement is made as of September 1, 2013 between each investment company listed on Appendix A (as amended from time to time as provided herein), severally and not jointly, and State Street Bank and Trust Company (hereinafter called “Custodian”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

Eaton Vance Management Two International Place Boston, MA 02110 www.eatonvance.com
Services Agreement • April 25th, 2016 • Eaton Vance High Income 2021 Target Term Trust
Eaton Vance Management Two International Place Boston, MA 02110 (617)482-8260 www.eatonvance.com
Eaton Vance High Income 2021 Target Term Trust • April 25th, 2016

With Reference to the Investment Advisory and Administrative Agreement entered into by Eaton Vance Management (“Eaton Vance”) with Eaton Vance High Income 2021 Target Term Trust (the “Fund”) we hereby notify you of the following:

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 2016 • Eaton Vance High Income 2021 Target Term Trust • New York

Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among Eaton Vance High Income 2021 Target Term Trust (the “Fund”), Eaton Vance Management (the “Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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