0000940394-06-000290 Sample Contracts

INTERNATIONAL EQUITY PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2006 • International Equity Portfolio/Ma

AGREEMENT made this 13h day of February, 2006, between International Equity Portfolio, a New York trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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PLACEMENT AGENT AGREEMENT
International Equity Portfolio/Ma • March 14th, 2006

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, International Equity 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”).

FORM OF INTERNATIONAL EQUITY PORTFOLIO INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 14th, 2006 • International Equity Portfolio/Ma • Massachusetts

AGREEMENT effective this 13th day of February, 2006 between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and Eagle Global Advisors, L.L.C., a Texas limited liability company (the “Sub-Adviser”).

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