0000940394-09-000209 Sample Contracts

INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Agreement • March 9th, 2009 • Eaton Vance Municipals Trust Ii

AGREEMENT made this 3rd day of February, 2009, between Eaton Vance Municipals Trust II, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Tax-Advantaged Bond Strategies Fund (the “Fund”) and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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EATON VANCE MUNICIPALS TRUST II AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • March 9th, 2009 • Eaton Vance Municipals Trust Ii

AGREEMENT effective February 3, 2009 between EATON VANCE MUNICIPALS TRUST II, a Massachusetts business trust having its principal place of business in Boston in the Commonwealth of Massachusetts, hereinafter called the “Trust,” on behalf of each of its series listed on Schedule A (a “Fund”), and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its principal place of business in said Boston, hereinafter sometimes called the “Principal Underwriter.” The Trustees of the Trust have established multiple classes of shares of each of the Funds, such classes having been designated Class A, Class B, Class C and Class I (the “Classes”).

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