0000940394-06-000314 Sample Contracts

DIVIDEND INCOME PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 22nd, 2006 • Dividend Income Portfolio

AGREEMENT made this 13th day of February, 2006, between Dividend Income 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
Placement Agent Agreement • March 22nd, 2006 • Dividend Income Portfolio

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

DIVIDEND INCOME PORTFOLIO
Master Custodian Agreement • March 22nd, 2006 • Dividend Income Portfolio

This Agreement is made between each investment company advised by Boston Management and Research which has adopted this Agreement in the manner provided herein and Investors Bank & Trust Company (hereinafter called “Bank”, “Custodian” and “Agent”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

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