0000898432-13-000494 Sample Contracts

SUB-PLACEMENT AGENT AGREEMENT Eaton Vance Distributors, Inc. Two International Place Boston, Massachusetts 02110
Sub-Placement Agent Agreement • March 15th, 2013 • Eaton Vance Senior Floating Rate Trust • New York
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FORM OF DISTRIBUTION AGREEMENT EATON VANCE [ ] TRUST Two International Place Boston, Massachusetts 02110
Distribution Agreement • March 15th, 2013 • Eaton Vance Senior Floating Rate Trust • Massachusetts

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.

Transfer Agency and Services Agreement Between And American Stock Transfer & Trust Company
Transfer Agency and Services Agreement • March 15th, 2013 • Eaton Vance Senior Floating Rate Trust

This Amendment (“Amendment”), effective as of April 21, 2008, is made to the Transfer Agency and Services Agreement (the “Agreement”), dated as of February 5, 2007 between each of the entities listed on Exhibit 1 hereto (collectively, the “Funds”) and American Stock Transfer & Trust Company (the “Transfer Agent” or “AST”).

Amendment To Transfer Agency and Services Agreement Between And American Stock Transfer & Trust Company
Transfer Agency and Services Agreement • March 15th, 2013 • Eaton Vance Senior Floating Rate Trust

This Amendment (“Amendment”), effective as of June 13, 2012, is made to the Transfer Agency and Services Agreement (the “Agreement”), dated as of February 5, 2007 between each of the entities listed on Exhibit 1 hereto (collectively, the “Funds”) and American Stock Transfer & Trust Company (the “Transfer Agent” or “AST”).

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