N-1A

As filed with the Securities and Exchange Commission on November 16, 2009

File No. 811-22351

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940  [X]

BUILD AMERICA BOND PORTFOLIO
(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

(617) 482-8260
(Registrant’s Telephone Number, including Area Code)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Service)

     Throughout this Registration Statement, information concerning Build America Bond Portfolio (the “Portfolio”) is incorporated by reference from Amendment No. 148 to the Registration Statement of Eaton Vance Mutual Funds Trust (the “Trust”) (File No. 02-90946 under the Securities Act of 1933 (the “1933 Act”)) (the “Amendment”), which was filed electronically with the Securities and Exchange Commission on November 16, 2009 (Accession No. 0000940394-09-000877). The Amendment contains the prospectus (the “Fund prospectus”) and statement of additional information (the “Fund SAI”) of Eaton Vance Build America Bond Fund (the “Fund”), which may invest a portion of its assets in the Portfolio.

PART A

     Responses to Items 1, 2, 3, 4 and 13 have been omitted pursuant to Paragraph B-2(b) of the General Instructions to Form N-1A.

Item 4.   Investment Objectives, Principal Investment Strategies, Related Risks and Disclosure of Portfolio Holdings

     The Portfolio is a diversified, open-end management investment company. Interests in the Portfolio are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be made only by U.S. and foreign investment companies, common or commingled trust funds, pooled income funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any “security” within the meaning of the 1933 Act.

     The Portfolio is not intended to be a complete investment program, and a prospective investor should take into account its objectives and other investments when considering the purchase of an interest in the Portfolio. The Portfolio cannot assure achievement of its investment objective.

     Registrant also incorporates by reference information concerning the Portfolio’s investment objective and investment practices and risks from “Investment Objectives”, “Principal Investment Strategies”, “Principal Risks” and “Investment Objective & Principal Policies and Risks” in the Fund prospectus. Registrant incorporates by reference the description of the Portfolio’s policies and procedures with respect to the disclosure of portfolio holdings information from “Information about the Fund” under “Shareholder Account Features” in the Fund prospectus.

Item 5.   Management, Organization and Capital Structure

     (a) Management

     Registrant incorporates by reference information concerning the Portfolio’s management from “Management and Organization” in the Fund prospectus.

     (b) Capital Stock

     Registrant incorporates by reference information concerning interests in the Portfolio from “Management and Organization” in the Fund SAI.

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Item 6.   Shareholder Information

     (a) Pricing

     The net asset value of the Portfolio is determined once each day only when the New York Stock Exchange (the “Exchange”) is open for trading (“Portfolio Business Day”). This determination is made each Portfolio Business Day as of the close of regular trading on the Exchange (normally 4:00 p.m., Eastern time) (the “Portfolio Valuation Time”). Registrant incorporates by reference information concerning the computation of net asset value and valuation of Portfolio assets from “Valuing Shares” in the Fund prospectus.

     (b) and (c) Purchases and Redemptions

     As described above, interests in the Portfolio are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. There is no minimum initial or subsequent investment in the Portfolio. The Portfolio reserves the right to cease accepting investments at any time or to reject any investment order. The placement agent for the Portfolio is Eaton Vance Distributors, Inc. (“EVD”), a direct wholly-owned subsidiary of Eaton Vance Corp. The principal business address of EVD is Two International Place, Boston, Massachusetts 02110. EVD receives no compensation for serving as the placement agent for the Portfolio.

     Each investor in the Portfolio may add to or reduce its investment in the Portfolio on each Portfolio Business Day as of the Portfolio Valuation Time. The value of each investor’s interest in the Portfolio will be determined by multiplying the net asset value of the Portfolio by the percentage, determined on the prior Portfolio Business Day, which represents that investor’s share of the aggregate interests in the Portfolio on such prior day. Any additions or withdrawals for the current Portfolio Business Day will then be recorded. Each investor’s percentage of the aggregate interest in the Portfolio will then be recomputed as a percentage equal to a fraction (i) the numerator of which is the value of such investor’s investment in the Portfolio as of the Portfolio Valuation Time on the prior Portfolio Business Day plus or minus, as the case may be, the amount of any additions to or withdrawals from the investor’s investment in t he Portfolio on the current Portfolio Business Day and (ii) the denominator of which is the aggregate net asset value of the Portfolio as of the Portfolio Valuation Time on the prior Portfolio Business Day plus or minus, as the case may be, the amount of the net additions to or withdrawals from the aggregate investment in the Portfolio on the current Portfolio Business Day by all investors in the Portfolio. The percentage so determined will then be applied to determine the value of the investor’s interest in the Portfolio for the current Portfolio Business Day.

     An investor in the Portfolio may withdraw all of (redeem) or any portion of (decrease) its interest in the Portfolio if a withdrawal request in proper form is furnished by the investor to the Portfolio. All withdrawals will be effected as of the next Portfolio Valuation Time. The proceeds of a withdrawal will be paid by the Portfolio normally on the Portfolio Business Day the withdrawal is effected, but in any event within seven days. The Portfolio reserves the right to pay the proceeds of a withdrawal (whether a redemption or decrease) by a distribution in kind of portfolio securities (instead of cash). The securities so distributed would be valued at the same amount as that assigned to them in calculating the net asset value for the interest (whether complete or partial) being withdrawn. If an investor received a distribution in kind upon such withdrawal, the investor could incur brokerage and other charges in converting the securities to cash. Inves tments in the Portfolio may not be transferred.

     The right of any investor to receive payment with respect to any withdrawal may be suspended or the payment of the withdrawal proceeds postponed during any period in which the Exchange is closed (other than weekends or holidays) or trading on the Exchange is restricted as determined by the Securities

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and Exchange Commission (the “SEC”) or, to the extent otherwise permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), if an emergency exists as determined by the SEC, or during any other period permitted by order of the SEC for the protection of investors.

     (d) Dividends and Distributions

     The Portfolio will allocate at least annually among its investors each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit.

     (e) Frequent Purchases and Redemptions of Fund Shares

     In general, frequent purchases and redemptions of investment company shares may dilute the value of shares held by long-term shareholders. Excessive purchases and redemptions may disrupt efficient portfolio management, forcing an investment company to sell portfolio securities at inopportune times to raise cash, or cause increased expenses such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage, or increased administrative costs. The Boards of Trustees of the Eaton Vance funds have adopted policies for the Fund to discourage short-term trading and market timing and to seek to minimize the potentially detrimental effects of frequent purchases and redemptions of Fund shares. Registrant incorporates by reference additional information from “Restrictions on Excessive Trading and Market Timing” under “Purchasing Shares” in the Fund prospectus.

     (f) Tax Consequences

     Under the anticipated method of operation of the Portfolio, the Portfolio should be classified as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”) and should not be subject to any federal income tax. However, each investor in the Portfolio will be required to take into account its allocable share of the Portfolio’s taxable ordinary income and capital gain in determining its federal income tax liability, if any. The determination of each such share will be made in accordance with the governing instruments of the Portfolio, which are intended to comply with the requirements of the Code and the regulations promulgated thereunder.

     The Portfolio expects to manage its assets in such a way that an investment company investing in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that it invests all of its assets in the Portfolio or other regulated investment companies that so manage their assets.

Item 7.   Distribution Arrangements

     Not applicable.

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PART B

Item 9.   Cover Page and Table of Contents

	Page
Portfolio History	B-1
Description of the Portfolio and Its Investments and Risks	B-1
Management of the Portfolio	B-1
Control Persons and Principal Holders of Securities	B-2
Investment Advisory and Other Services	B-2
Portfolio Managers	B-2
Brokerage Allocation and Other Practices	B-2
Capital Stock and Other Securities	B-3
Purchase, Redemption and Pricing of Shares	B-4
Taxation of the Portfolio	B-4
Underwriters	B-6
Calculation of Performance Data	B-6
Financial Statements	B-7

Item 10.   Portfolio History

     The Portfolio is organized as a trust under the laws of the Commonwealth of Massachusetts under a Declaration of Trust dated October 19, 2009.

Item 11.   Description of the Portfolio and Its Investments and Risks

     Part A contains information about the investment objective and policies of the Portfolio. This Part B should be read in conjunction with Part A. Capitalized terms used in this Part B and not otherwise defined have the meanings given them in Part A.

     Registrant also incorporates by reference additional information concerning the investment policies of the Portfolio as well as information concerning the investment restrictions of the Portfolio from “Strategies and Risks” and “Investment Restrictions” in the Fund SAI. Registrant incorporates by reference the Portfolio’s policies regarding the disclosure of portfolio holdings information from “Disclosure of Portfolio Holdings and Related Information” under “Performance” in the Fund SAI.

Item 12.   Management of the Portfolio

     (a) - (c) Board of Trustees, Management Information and Compensation

     Registrant incorporates by reference additional information concerning the management of the Portfolio from “Management and Organization” in the Fund SAI.

     (d) Sales Loads

     Not applicable.

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     (e) Code of Ethics

     Registrant incorporates by reference information concerning relevant codes of ethics from “Code of Ethics” under “Investment Advisory and Administrative Services” in the Fund SAI.

     (f) Proxy Voting Policies

     Registrant incorporates by reference information concerning relevant proxy voting policies from “Proxy Voting Policy” under “Management and Organization” and from “Appendix E” and “Appendix F” in the Fund SAI.

Item 13.   Control Persons and Principal Holders of Securities

     (a) - (b) Control Persons and Principal Holders

     As of November 16, 2009, Eaton Vance Management (“EVM”) controlled the Portfolio by virtue of owning approximately 99.9% of the value of the outstanding interests in the Portfolio.

     EVM is organized as a Massachusetts business trust. It is a wholly-owned subsidiary of Eaton Vance Corp. and its address is Two International Place, Boston, MA 02110. A controlling interest holder may take actions without the approval of any other investor.

     (c) Management Ownership

     As described in Part A, interests in the Portfolio may only be held by certain investment companies and other entities. Interests in the Portfolio cannot be purchased by a Trustee or officer of the Portfolio. The Trustees and officers of the Portfolio as a group do not own any interests in the Portfolio.

Item 14.   Investment Advisory and Other Services

     Registrant incorporates by reference information concerning investment advisory and other services provided to the Portfolio from “Investment Advisory and Administrative Services” and “Other Service Providers” in the Fund SAI.

Item 15.   Portfolio Managers

     As described in Part A, interests in the Portfolio may only be held by certain investment companies and other entities. Interests in the Portfolio cannot be purchased by a portfolio manager.

     Registrant incorporates by reference information concerning the portfolio managers of the Portfolio from “Investment Advisory and Administrative Services” in the Fund SAI.

Item 16.   Brokerage Allocation and Other Practices

     Registrant incorporates by reference information concerning the brokerage practices of the Portfolio from “Portfolio Securities Transactions” in the Fund SAI.

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Item 17.   Capital Stock and Other Securities

     Under the Portfolio’s Declaration of Trust, the Trustees are authorized to issue interests in the Portfolio. Investors are entitled to participate pro rata in distributions of taxable income, loss, gain and credit of the Portfolio. Upon dissolution of the Portfolio, the Trustees shall liquidate the assets of the Portfolio and apply and distribute the proceeds thereof as follows: (a) first, to the payment of all debts and obligations of the Portfolio to third parties including, without limitation, the retirement of outstanding debt, including any debt owed to holders of record of interests in the Portfolio (“Holders”) or their affiliates, and the expenses of liquidation, and to the setting up of any reserves for contingencies which may be necessary; and (b) second, in accordance with the Holders’ positive Book Capital Account balances after adjusting Book Capital Accounts for certain allocations provided in the Declaration of Trust a nd in accordance with the requirements described in Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding the foregoing, if the Trustees shall determine that an immediate sale of part or all of the assets of the Portfolio would cause undue loss to the Holders, the Trustees, in order to avoid such loss, may, after having given notification to all the Holders, to the extent not then prohibited by the law of any jurisdiction in which the Portfolio is then formed or qualified and applicable in the circumstances, either defer liquidation of and withhold from distribution for a reasonable time any assets of the Portfolio except those necessary to satisfy the Portfolio’s debts and obligations or distribute the Portfolio’s assets to the Holders in liquidation. Certificates representing an investor’s interest in the Portfolio are issued only upon the written request of a Holder.

     Each Holder is entitled to vote in proportion to the amount of its interest in the Portfolio. Holders do not have cumulative voting rights. The Portfolio is not required and has no current intention to hold annual meetings of Holders, but the Portfolio will hold meetings of Holders when in the judgment of the Portfolio’s Trustees it is necessary or desirable to submit matters to a vote of Holders at a meeting. Any action which may be taken by Holders may be taken without a meeting if Holders holding more than 50% of all interests entitled to vote (or such larger proportion thereof as shall be required by any express provision of the Declaration of Trust of the Portfolio) consent to the action in writing and the consents are filed with the records of meetings of Holders.

     The Portfolio’s Declaration of Trust may be amended by vote of Holders of more than 50% of all interests in the Portfolio at any meeting of Holders or by an instrument in writing without a meeting, executed by a majority of the Trustees and consented to by the Holders of more than 50% of all interests. The Trustees may also amend the Declaration of Trust (without the vote or consent of Holders) to change the Portfolio’s name or the state or other jurisdiction whose law shall be the governing law, to supply any omission or cure, correct or supplement any ambiguous, defective or inconsistent provision, to conform the Declaration of Trust to applicable federal law or regulations or to the requirements of the Code, or to change, modify or rescind any provision, provided that such change, modification or rescission is determined by the Trustees to be necessary or appropriate and not to have a materially adverse effect on the financial interests of the Holders. No amendment of the Declaration of Trust which would change any rights with respect to any Holder’s interest in the Portfolio by reducing the amount payable thereon upon liquidation of the Portfolio may be made, except with the vote or consent of the Holders of two-thirds of all interests. References in the Declaration of Trust and in Part A or this Part B to a specified percentage of, or fraction of, interests in the Portfolio, means Holders whose combined Book Capital Account balances represent such specified percentage or fraction of the combined Book Capital Account balance of all, or a specified group of, Holders.

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     The Portfolio may merge or consolidate with any other corporation, association, trust or other organization or may sell or exchange all or substantially all of its assets upon such terms and conditions and for such consideration when and as authorized by the Holders of (a) 67% or more of the interests in the Portfolio present or represented at the meeting of Holders, if Holders of more than 50% of all interests are present or represented by proxy, or (b) more than 50% of all interests, whichever is less. The Portfolio may be terminated (i) by the affirmative vote of Holders of not less than two-thirds of all interests at any meeting of Holders or by an instrument in writing without a meeting, executed by a majority of the Trustees and consented to by Holders of not less than two-thirds of all interests, or (ii) by the Trustees by written notice to the Holders.

     The Declaration of Trust provides that obligations of the Portfolio are not binding upon the Trustees individually but only upon the property of the Portfolio and that the Trustees will not be liable for any action or failure to act, but nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

Item 18.   Purchase, Redemption and Pricing of Shares

     See Item 6 herein. Registrant incorporates by reference information concerning valuation of the Portfolio’s assets from “Calculation of Net Asset Value” in the Fund SAI.

Item 19.   Taxation of the Portfolio

     Provided the Portfolio is operated at all times during its existence in accordance with certain organizational and operational documents, the Portfolio should be classified as a partnership under the Code, and it should not be a “publicly traded partnership” within the meaning of Section 7704 of the Code. Consequently, the Portfolio does not expect that it will be required to pay any federal income tax, and a Holder will be required to take into account in determining its federal income tax liability its share of the Portfolio’s income, gains, losses, deductions and credits.

     Under Subchapter K of the Code, a partnership is considered to be either an aggregate of its members or a separate entity depending upon the factual and legal context in which the question arises. Under the aggregate approach, each partner is treated as an owner of an undivided interest in partnership assets and operations. Under the entity approach, the partnership is treated as a separate entity in which partners have no direct interest in partnership assets and operations. In the case of a Holder that seeks to qualify as a regulated investment company (“RIC”), the aggregate approach should apply, and each such Holder should accordingly be deemed to own a proportionate share of each of the assets of the Portfolio and to be entitled to the gross income of the Portfolio attributable to that share for purposes of all requirements of Subchapter M of the Code.

     In order to enable a Holder (that is otherwise eligible) to qualify as a RIC, the Portfolio intends to satisfy the requirements of Subchapter M of the Code relating to sources of income and diversification of assets as if they were applicable to the Portfolio and to permit withdrawals in a manner that will enable a Holder which is a RIC to comply with the distribution requirements applicable to RICs (including those under Sections 852 and 4982 of the Code). The Portfolio will allocate at least annually to each Holder such Holder’s distributive share of the Portfolio’s net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit in a manner intended to comply with the Code and applicable Treasury Regulations.

B-4

     To the extent the cash proceeds of any withdrawal (or, under certain circumstances, such proceeds plus the value of any marketable securities distributed to an investor) (“liquid proceeds”) exceed a Holder’s adjusted basis of his interest in the Portfolio, the Holder will generally realize a gain for federal income tax purposes. If, upon a complete withdrawal (redemption of the entire interest), a Holder receives only liquid proceeds (and/or unrealized receivables) and the Holder’s adjusted basis of his interest exceeds the liquid proceeds of such withdrawal and the Holder’s basis in any unrealized receivables, the Holder will generally realize a loss for federal income tax purposes. In addition, on a distribution to a Holder from the Portfolio, (1) income or gain may be recognized if the distribution changes a distributee’s share of any unrealized receivables held by the Portfolio and (2) gain or loss may be recognized on a distribution to a Holder that contributed property to the Portfolio. The tax consequences of a withdrawal of property (instead of or in addition to liquid proceeds) will be different and will depend on the specific factual circumstances. A Holder’s adjusted basis of an interest in the Portfolio will generally be the aggregate prices paid therefor (including the adjusted basis of contributed property and any gain recognized on the contribution thereof), increased by the amounts of the Holder’s distributive share of items of income (including income exempt from federal income taxation) and realized net gain of the Portfolio, and reduced, but not below zero, by (i) the amounts of the Holder’s distributive share of items of Portfolio loss, and (ii) the amount of any cash distributions (including distributions of income exempt from federal income taxation and cash distributions on withdrawals from the Portfolio) and the basis to the Holder of any property received by such Holder other than in li quidation, and (iii) the Holder’s distributive share of the Portfolio’s nondeductible expenditures not properly chargeable to the Holder’s capital account. Increases or decreases in a Holder’s share of the Portfolio’s liabilities may also result in corresponding increases or decreases in such adjusted basis.

     A partnership has the option to make an election to adjust the basis of the partnership’s assets in the event of a distribution of partnership property to a partner, or a transfer of a partnership interest. This optional adjustment could either increase or decrease the value of a partnership interest to the transferee depending on the relevant facts. There can be no assurance that the Portfolio will make such an election in the future. Furthermore, this election is mandatory in certain circumstances.

     The Portfolio’s investments in options, futures contracts, hedging transactions and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Portfolio, defer Portfolio losses, cause adjustments in the holding periods of Portfolio securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to investors including RIC shareholders.

     The Portfolio will allocate at least annually to its investors their respective distributive shares of any net investment income and net capital gains which have been recognized for federal income tax purposes (including unrealized gains at the end of the Portfolio’s fiscal year on certain options and futures transactions that are required to be marked-to-market).

     An entity that is treated as a partnership under the Code, such as the Portfolio, is generally treated as a partnership under state and local tax laws, but certain states may have different entity classification criteria and may therefore reach a different conclusion. Entities that are classified as partnerships are not treated as separate taxable entities under most state and local tax laws, and the income of a partnership is considered to be income of partners both in timing and in character. The laws of the various states and local taxing authorities vary with respect to the status of a partnership interest under state and local tax laws, and each Holder of an interest in the Portfolio is advised to consult his own tax adviser.

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     The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as tax-exempt entities, foreign investors, insurance companies and financial institutions. Investors should consult their own tax advisers with respect to special tax rules that may apply in their particular situations, as well as the state, local or foreign tax consequences of investing in the Portfolio. It is not possible at this time to predict whether or to what extent any changes in the Code or interpretations thereof will occur. Prospective investors should consult with their own tax advisers regarding pending and proposed legislation and other changes.

Item 20.   Underwriters

     The placement agent for the Portfolio is EVD. Investment companies, common and commingled trust funds, pooled income funds and similar entities may continuously invest in the Portfolio.

Item 21.   Calculation of Performance Data

     Not applicable.

Item 22.   Financial Statements

     The following audited financial statements of the Portfolio included herein have been included in reliance upon the report of Deloitte & Touche LLP, an independent registered public accounting firm.

Statement of Assets and Liabilities as of November 5, 2009
Statement of Operations from October 19, 2009 (date of organization) through November 5, 2009
Report of Independent Registered Public Accounting Firm

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FINANCIAL STATEMENTS
Build America Bond Portfolio

Statement of Assets and Liabilities
As of November 5, 2009

Assets:
Cash	$105,010
Total assets	$105,010
Liabilities:
Accrued organization costs	$ 5,000
Total liabilities	$ 5,000
Net Assets	$100,010
Statement of Operations
Period from October 19, 2009 (date of organization) through November 5, 2009
Investment Income	$ –
Expenses:
Organization costs	$ 5,000
Net expenses	$ 5,000
Net investment loss	$ (5,000)

NOTES:

(1) Organization - Build America Bond Portfolio (the “Portfolio”) was organized as a Massachusetts business trust on October 19, 2009 and has been inactive since that date, except for matters relating to its organization and registration as an investment company under the Investment Company Act of 1940 and the sale of interests therein at the purchase price of $105,000 to Eaton Vance Management (“EVM”), an affiliated company, and the sale of an interest therein at the purchase price of $10 to Eaton Vance Corp., an affiliated company.

The Portfolio’s primary investment objective is current income and its secondary objective is capital appreciation. The Portfolio may invest in taxable municipal obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support.

(2) Accounting Policies - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expense during the reporting period. Actual results could differ from those estimates.

At 4:00 PM, New York City time, on each business day of the Portfolio, the value of an investor’s interest in the Portfolio is equal to the product of (i) the aggregate net assets of the Portfolio multiplied by (ii) the percentage representing that investor’s share of the aggregate interest in the Portfolio effective for that day.

Costs incurred by the Portfolio in connection with its organization have been expensed.

As of November 5, 2009, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure.

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(3) Investment Advisory Agreement - The Portfolio has entered into an investment advisory agreement with Boston Management and Research, an affiliated company,  under which the fee is computed at the annual rate of 0.600% of the average daily net assets of the Portfolio up to $500 million once operations commence. On net assets of $500 million and over the annual fee is reduced. The fee is payable monthly.

(4) Indemnifications - Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio, and shareholders are indemnified against personal liability for the obligations of the Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

(5) Review for Subsequent Events - In connection with the preparation of the financial statements of the Portfolio as of and for the period ended November 5, 2009, events and transactions subsequent to November 5, 2009 through November 16, 2009, the date the financial statements were issued, have been evaluated by the Portfolio's management for possible adjustment and/or disclosure. Management has not identified any subsequent events requiring financial statement disclosure as of the date these financial statements were issued.

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Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of
     Build America Bond Portfolio:

We have audited the accompanying statement of assets and liabilities of Build America Bond Portfolio (a Massachusetts business trust) (the “Portfolio”) as of November 5, 2009 and the related statement of operations for the period from the date of organization, October 19, 2009 through November 5, 2009. These financial statements are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Build America Bond Portfolio as of November 5, 2009 and the results of its operations for the period from October 19, 2009 (date of organization) through November 5, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

November 16, 2009

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PART C

Item 23. Exhibits (with inapplicable items omitted)

(a)		Declaration of Trust dated October 19, 2009 filed herewith.
(b)		By-Laws of the Registrant adopted October 19, 2009 filed herewith.
(c)		Reference is made to Item 23(a) and 23(b) above.
(d)		Investment Advisory Agreement between the Registrant and Boston Management and
		Research dated October 19, 2009 filed herewith.
(e)		Placement Agent Agreement with Eaton Vance Distributors, Inc. dated October 19, 2009
		filed herewith.
(f)		The Securities and Exchange Commission has granted the Registrant an exemptive order
		that permits the Registrant to enter into deferred compensation arrangements with its
		independent Trustees. See In the Matter of Capital Exchange Fund, Inc., Release No. IC-
		20671 (November 1, 1994).
(g)	(1)	Master Custodian Agreement with Investors Bank & Trust Company dated October 19,
		2009 filed herewith.
	(2)	Extension Agreement dated August 31, 2005 to Master Custodian Agreement with
		Investors Bank & Trust Company filed as Exhibit (j)(2) to the Eaton Vance Tax-
		Managed Global Buy-Write Opportunities Fund N-2, Pre-Effective Amendment No. 2
		(File Nos. 333-123961, 811-21745) filed on September 26, 2005 (Accession No.
		0000940394-05-005528) and incorporated herein by reference.
	(3)	Delegation Agreement dated December 11, 2000 with Investors Bank & Trust Company
		filed as Exhibit (j)(e) to the Eaton Vance Prime Rate Reserves N-2, Amendment No. 5
		(File No. 333-32276, 811-05808) filed on April 3, 2001 (Accession No. 0000940394-01-
		500126) and incorporated herein by reference.
(l)		Investment representation letter of Boston Management and Research dated November 5,
		2009 filed herewith.
(p)		Code of Ethics adopted by Eaton Vance Corp., Eaton Vance Management, Boston
		Management and Research, Eaton Vance Distributors, Inc. and the Eaton Vance Funds
		effective September 1, 2000, as revised October 19, 2009, filed as Exhibit (p) to Post-
		Effective Amendment No. 119 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-
		4409) filed October 26, 2009 (Accession No. 0000940394-09-000803) and incorporated
		herein by reference.

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Item 24.   Persons Controlled by or Under Common Control with Registrant

     Not applicable.

Item 25.   Indemnification

     Article V of the Registrant’s Declaration of Trust contains indemnification provisions for Trustees and officers. The Trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser are insured under an errors and omissions liability insurance policy.

     The Placement Agent Agreement also provides for reciprocal indemnity of the placement agent, on the one hand, and the Trustees and officers, on the other.

Item 26.   Business and Other Connections of the Investment Adviser

     Reference is made to: (i) the information set forth under the caption “Management and Organization” in the Fund SAI; (ii) the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File No. 1-8100); and (iii) the Forms ADV of Eaton Vance Management (File No. 801-15930) and Boston Management and Research (File No. 801-43127) filed with the SEC, all of which are incorporated herein by reference.

Item 27.   Principal Underwriters

     Not applicable.

Item 28.   Location of Accounts and Records

     All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are in the possession and custody of the Registrant’s custodian, State Street Bank and Trust Company, 200 Clarendon Street, Boston, MA 02116, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of the Registrant’s investment adviser at Two International Place, Boston, MA 02110. The Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of the Registrant’s investment adviser.

Item 29.   Management Services

     Not applicable.

Item 30.   Undertakings

     Not applicable.

C-2

SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and Commonwealth of Massachusetts on the 16^th day of November, 2009.

BUILD AMERICA BOND PORTFOLIO

By: /s/ Cynthia J. Clemson                   
      Cynthia J. Clemson
      President

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
(a)	Declaration of Trust as of October 19, 2009
(b)	By-Laws of the Registrant adopted October 19, 2009
(d)	Investment Advisory Agreement between the Registrant and Boston Management and
	Research dated October 19, 2009
(e)	Placement Agent Agreement with Eaton Vance Distributors, Inc. dated October 19, 2009
(g) (l)	Master Custodian Agreement with Investors Bank & Trust Company dated October 19,
	2009
(l)	Investment representation letter of Boston Management and Research dated November 5,
	2009

EX-99.(A)

EXHIBIT (a)

BUILD AMERICA BOND PORTFOLIO

DECLARATION OF TRUST

Dated as of October 19, 2009

TABLE OF CONTENTS

		PAGE
ARTICLE I – The Trust		1
Section 1.1	Name	1
Section 1.2	Definitions	1
ARTICLE II – Trustees		3
Section 2.1	Number and Qualification	3
Section 2.2	Term and Election	3
Section 2.3	Resignation, Removal and Retirement	3
Section 2.4	Vacancies	4
Section 2.5	Meetings	4
Section 2.6	Officers; Chairman of the Board	4
Section 2.7	By-Laws	5
ARTICLE III – Powers of Trustees		5
Section 3.1	General	5
Section 3.2	Investments	5
Section 3.3	Legal Title	6
Section 3.4	Sale of Shares	7
Section 3.5	Redemptions of Shares	7
Section 3.6	Borrow Money	7
Section 3.7	Delegation; Committees	7
Section 3.8	Collection and Payment	7
Section 3.9	Expenses	7
Section 3.10	Miscellaneous Powers	8
Section 3.11	Further Powers	8
Section 3.12	Litigation	8
ARTICLE IV – Investment Advisory, Administration and Placement Agent
	Arrangements	8
Section 4.1	Investment Advisory, Administration and Other
	Arrangements	8
Section 4.2	Parties to Contract	9
ARTICLE V – Limitations of Liability of Holders, Trustees and
	Others	9
Section 5.1	No Personal Liability of Holders, Trustees Officers and Employees	9
Section 5.2	Trustee’s Good Faith Action; Advice of Others;
	No Bond or Surety	9
Section 5.3	Indemnification	10
Section 5.4	No Duty of Investigation	10
Section 5.5	Reliance on Records and Experts	10

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ARTICLE VI – Shares of Beneficial Interest		10
Section 6.1	Beneficial Interest	10
Section 6.2	Rights of Holders	10
Section 6.3	Trust Only	11
Section 6.4	Issuance of Shares	11
Section 6.5	Register of Shares	11
Section 6.6	Total Number of Holders	11
ARTICLE VII – Purchases and Redemptions of Shares		12
ARTICLE VIII – Determination of Book Capital Account Balances,
	and Distributions	12
Section 8.1	Book Capital Account Balances	12
Section 8.2	Allocations and Distributions to Holders	12
Section 8.3	Power to Modify Foregoing Procedures	12
Section 8.4	Signature on Returns; Tax Matters Partner	13
ARTICLE IX – Holders		13
Section 9.1	Rights of Holders	13
Section 9.2	Meetings of Holders	13
Section 9.3	Notice of Meetings	13
Section 9.4	Record Date for Meetings, Distributions, etc.	13
Section 9.5	Proxies, etc.	14
Section 9.6	Reports	14
Section 9.7	Inspection of Records	14
Section 9.8	Holder Action by Written Consent	14
Section 9.9	Notices	15
ARTICLE X – Duration; Termination; Amendment; Mergers; Etc.		15
Section 10.1	Duration	15
Section 10.2	Termination	15
Section 10.3	Dissolution	16
Section 10.4	Amendment Procedure	16
Section 10.5	Merger, Consolidation and Sale of Assets	17
Section 10.6	Incorporation	17
ARTICLE XI – Miscellaneous		17
Section 11.1	Governing Law	17
Section 11.2	Counterparts	18
Section 11.3	Reliance by Third Parties	18
Section 11.4	Provisions in Conflict With Law or Regulations	18

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DECLARATION OF TRUST

OF

BUILD AMERICA BOND PORTFOLIO

     This DECLARATION OF TRUST of Build America Bond Portfolio is made as of the 19^th day of October, 2009 by the parties signatory hereto, as Trustees (as defined in Section 1.2 hereof).

W I T N E S S E T H:

     WHEREAS, the Trustees desire to form a Massachusetts business trust for the investment and reinvestment of its assets; and

     WHEREAS, it is proposed that the trust assets be composed of money and property contributed thereto by the holders of Shares in the trust entitled to ownership rights in the trust;

     NOW, THEREFORE, the Trustees hereby declare that they will hold in trust all money and property contributed to the trust fund and will manage and dispose of the same for the benefit of the holders of Shares in the Trust and subject to the provisions hereof, to wit:

ARTICLE I

The Trust

     1.1. Name. The name of the trust created hereby (the “Trust”) shall be Build America Bond Portfolio and so far as may be practicable the Trustees shall conduct the Trust’s activities, execute all documents and sue or be sued under that name, which name (and the word “Trust” wherever hereinafter used) shall refer to the Trustees as Trustees, and not individually, and shall not refer to the officers, employees, agents or independent contractors of the Trust or holders of Shares in the Trust.

     1.2. Definitions. As used in this Declaration, the following terms shall have the following meanings:

     “Administrator” shall mean any party furnishing services to the Trust pursuant to any administration contract described in Section 4.1 hereof.

     “Book Capital Account” shall mean, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

     “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time (or any corresponding provision or provisions of succeeding law).

     “Commission” shall mean the U.S. Securities and Exchange Commission.

     “Declaration” shall mean this Declaration of Trust as amended from time to time. References in this Declaration to “Declaration”, “hereof”, “herein” and “hereunder” shall be deemed to refer to this Declaration rather than the article or section in which any such word appears.

     Fiscal Year” shall mean an annual period determined by the Trustees which shall end on such date as the Trustees may, from time to time determine.

     “Holders” shall mean as of any particular time all holders of record of Shares in the Trust.

     “Institutional Investor(s)” shall mean any regulated investment company, segregated asset account, foreign investment company, common trust fund, group trust or other investment arrangement, whether organized within or without the United States of America.

     “Interested Person” shall have the meaning given it in the 1940 Act.

     “Investment Adviser” shall mean any party furnishing services to the Trust pursuant to any investment advisory contract described in Section 4.1 hereof.

     “Majority Shares Vote” shall mean the vote, at a meeting of Holders, of (A) 67% or more of the Shares present or represented at such meeting, if Holders of more than 50% of all Shares are present or represented by proxy, or (B) more than 50% of all Shares, whichever is less.

     “Person” shall mean and include individuals, corporations, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.

     “Redemption” shall mean a partial or complete redemption of the Share of a Holder.

     “Share(s)” shall mean the Share of a Holder in the Trust, including all rights, powers and privileges accorded to Holders by this Declaration, which Share represents a percentage, determined by calculating, at such times and on such basis as the Trustees shall from time to time determine, the ratio of each Holder’s Book Capital Account balance to the total of all Holders’ Book Capital Account balances. Reference herein to a specified percentage of, or fraction of, Shares, means Holders whose combined Book Capital Account balances represent such specified percentage or fraction of the combined Book Capital Account balances of all, or a specified group of, Holders. Share(s) may also be referred to herein or in other documents relating to the Trust as an Interest or Interests.

     “Trustees” shall mean each signatory to this Declaration, so long as such signatory shall continue in office in accordance with the terms hereof, and all other individuals who at the time in question have been duly elected or appointed and have qualified as Trustees in accordance with the provisions hereof and are then in office, and reference in this Declaration to a Trustee or Trustees shall refer to such individual or individuals in their capacity as Trustees hereunder.

     “Trust Property” shall mean as of any particular time any and all property, real or personal, tangible or intangible, which at such time is owned or held by or for the account of the Trust or the Trustees.

     The “1940 Act” shall mean the U.S. Investment Company Act of 1940, as amended from time to time, and the rules and regulations thereunder.

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ARTICLE II

Trustees

     2.1. Number and Qualification. The number of Trustees shall be fixed from time to time by action of the Trustees taken as provided in Section 2.5 hereof; provided, however, that the number of Trustees so fixed shall in no event be less than three or more than 15. Any vacancy created by an increase in the number of Trustees may be filled by the appointment of an individual having the qualifications described in this Section 2.1 made by action of the Trustees taken as provided in Section 2.5 hereof. Any such appointment shall not become effective, however, until the individual named in the written instrument of appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of this Declaration. No reduction in the number of Trustees shall have the effect of removing any Trustee from office. Whenever a vacancy occurs, until such vacancy is filled as provided in Secti on 2.4 hereof, the Trustees continuing in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A Trustee shall be an individual at least 21 years of age who is not under legal disability.

     2.2. Term and Election. Each Trustee named herein, or elected or appointed prior to the first meeting of Holders, shall (except in the event of resignations, retirements, removals or vacancies pursuant to Section 2.3 or Section 2.4 hereof) hold office until a successor to such Trustee has been elected at such meeting and has qualified to serve as Trustee, as required under the 1940 Act. Subject to the provisions of Section 16(a) of the 1940 Act and except as provided in Section 2.3 hereof, each Trustee shall hold office during the lifetime of the Trust and until its termination as hereinafter provided.

     2.3. Resignation, Removal and Retirement. Any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing executed by such Trustee and delivered or mailed to the Chairman, if any, the President or the Secretary of the Trust and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any Trustee may be removed by the affirmative vote of Holders of two-thirds of the Shares or (provided the aggregate number of Trustees, after such removal and after giving effect to any appointment made to fill the vacancy created by such removal, shall not be less than the number required by Section 2.1 hereof) with cause, by the action of two-thirds of the remaining Trustees. Removal with cause includes, but is not limited to, the removal of a Trustee due to physical or mental incapacity or failure to comply wit h such written policies as from time to time may be adopted by at least two-thirds of the Trustees with respect to the conduct of the Trustees and attendance at meetings. Any Trustee who has attained a mandatory retirement age, if any, established pursuant to any written policy adopted from time to time by at least two-thirds of the Trustees shall, automatically and without action by such Trustee or the remaining Trustees, be deemed to have retired in accordance with the terms of such policy, effective as of the date determined in accordance with such policy. Any Trustee who has become incapacitated by illness or injury as determined by a majority of the other Trustees, may be retired by written instrument executed by a majority of the other Trustees, specifying the date of such Trustee’s retirement. Upon the resignation, retirement or removal of a Trustee, or a Trustee otherwise ceasing to be a Trustee, such resigning, retired, removed or former Trustee shall execute and deliver such documents as the r emaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning, retired, removed or former Trustee. Upon the death of any Trustee or upon removal, retirement or resignation due to any Trustee’s incapacity to serve as Trustee, the legal representative of such deceased, removed, retired or resigning Trustee shall execute and deliver on behalf of such deceased, removed, retired or resigning Trustee such documents as the remaining Trustees shall require for the purpose set forth in the preceding sentence.

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     2.4. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, retirement, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee. No such vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. In the case of a vacancy, Holders of at least a majority of the Shares entitled to vote, acting at any meeting of Holders held in accordance with Section 9.2 hereof, or, to the extent permitted by the 1940 Act, a majority vote of the Trustees continuing in office acting by written instrument or instruments, may fill such vacancy, and any Trustee so elected by the Trustees or the Holders shall hold office as provided in this Declaration.

     2.5. Meetings. Meetings of the Trustees shall be held from time to time upon the call of the Chairman, if any, the President, the Secretary, an Assistant Secretary or any two Trustees, at such time, on such day and at such place, as shall be designated in the notice of the meeting. The Trustees shall hold an annual meeting for the election of officers and the transaction of other business which may come before such meeting. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Trustees. Notice of any other meeting shall be given by mail, by telegram (which term shall include a cablegram), by facsimile or delivered personally (which term shall include by telephone). If notice is given by mail, it shall be mailed not later than 48 hours preceding the meeting and if given by telegram, facsimile or personally, such notice shall be s ent or delivery made not later than 24 hours preceding the meeting. Notice of a meeting of Trustees may be waived before or after any meeting by signed written waiver. Neither the business to be transacted at, nor the purpose of, any meeting of the Trustees need be stated in the notice or waiver of notice of such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except in the situation in which a Trustee attends a meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. The Trustees may act with or without a meeting, but no notice need be given of action proposed to be taken by written consent. A quorum for all meetings of the Trustees shall be a majority of the Trustees. Unless provided otherwise in this Declaration, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees.

     Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be a majority of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of a majority of the members.

     With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons of the Trust or otherwise interested in any action to be taken may be counted for quorum purposes under this Section 2.5 and shall be entitled to vote to the extent permitted by the 1940 Act.

     All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all individuals participating in the meeting can hear each other and participation in a meeting by means of such communications equipment shall constitute presence in person at such meeting.

     2.6. Officers; Chairman of the Board. The Trustees shall, from time to time, elect a President, a Secretary and a Treasurer. The Trustees may elect or appoint, from time to time, a Chairman of the Board who shall preside at all meetings of the Trustees and carry out such other

4

duties as the Trustees may designate. The Trustees may elect or appoint or authorize the President to appoint such other officers, agents or independent contractors with such powers as the Trustees may deem to be advisable. The Chairman, if any, shall be and each other officer may, but need not, be a Trustee.

     2.7. By-Laws. The Trustees may adopt and, from time to time, amend or repeal ByLaws for the conduct of the business of the Trust.

ARTICLE III

Powers of Trustees

     3.1. General. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and such business in their own right, but with such powers of delegation as may be permitted by this Declaration. The Trustees may perform such acts as in their sole discretion they deem proper for conducting the business of the Trust. The enumeration of or failure to mention any specific power herein shall not be construed as limiting such exclusive and absolute control. The powers of the Trustees may be exercised without order of or resort to any court.

     3.2. Investments. The Trustees shall have power:

          (a) To conduct, operate and carry on the business of an investment company;

          (b) To acquire or buy, and invest Trust Property in, own, hold for investment or otherwise, and to sell or otherwise dispose of, all types and kinds of securities and investments of any kind including, but not limited to, stocks, profit-sharing interests or participations and all other contracts for or evidences of equity interests, bonds, debentures, warrants and rights to purchase securities, and interest in loans, certificates of beneficial interest, bills, notes and all other contracts for or evidences of indebtedness, money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers’ acceptances and other obligations, and all other negotiable and non-negotiable securities and instruments, however named or described, issued by corporations, trusts, associations or any other Persons, domestic or foreign, or issued or guaranteed by the United States of America or any agency or inst rumentality thereof, by the government of any foreign country, by any State, territory or possession of the United States, by any political subdivision or agency or instrumentality of any State or foreign country, or by any other government or other governmental or quasi-governmental agency or instrumentality, domestic or foreign; to acquire and dispose of interests in domestic or foreign loans made by banks and other financial institutions; to deposit any assets of the Trust in any bank, trust company or banking institution or retain any such assets in domestic or foreign cash or currency; to purchase and sell gold and silver bullion, precious or strategic metals, coins and currency of all countries; to engage in “when issued” and delayed delivery transactions; to enter into repurchase agreements, reverse repurchase agreements and firm commitment agreements; to employ all types and kinds of hedging techniques and investment management strategies; and to change the investments of the Trust.< /P>

          (c) To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend and to pledge any Trust Property or any of the foregoing securities, instruments or investments; to purchase and sell (or write) options on securities, currency, precious metals and other commodities, indices, futures contracts and other financial instruments and assets and

5

enter into closing and other transactions in connection therewith; to enter into all types of commodities contracts, including without limitation the purchase and sale of futures contracts on securities, currency, precious metals and other commodities, indices and other financial instruments and assets; to enter into forward foreign currency exchange contracts and other foreign exchange and currency transactions of all types and kinds; to enter into interest rate, currency and other swap transactions; and to engage in all types and kinds of hedging and risk management transactions.

          (d) To exercise all rights, powers and privileges of ownership or interest in all securities and other assets included in the Trust Property, including without limitation the right to vote thereon and otherwise act with respect thereto; and to do all acts and things for the preservation, protection, improvement and enhancement in value of all such securities and assets, and to issue general unsecured or other obligations of the Trust, and enter into indenture agreements relating thereto.

          (e) To acquire (by purchase, lease or otherwise) and to hold, use, maintain, lease, develop and dispose of (by sale or otherwise) any type or kind of property, real or personal, including domestic or foreign currency, and any right or interest therein.

          (f) To borrow money and in this connection issue notes, commercial paper or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security all or any part of the Trust Property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person; and to lend all or any part of the Trust Property to other Persons.

          (g) To aid, support or assist by further investment or other action any Person, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trust or any Trust Series has any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest; and to guarantee or become surety on any or all of the contracts, securities and other obligations of any such Person.

          (h) To carry on any other business in connection with or incidental to any of the foregoing powers referred to in this Declaration, to do everything necessary, appropriate or desirable for the accomplishment of any purpose or the attainment of any object or the furtherance of any power referred to in this Declaration, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or arising out of or connected with such business or purposes, objects or powers.

     The foregoing clauses shall be construed both as objects and powers, and shall not be held to limit or restrict in any manner the general and plenary powers of the Trustees.

     Notwithstanding any other provision herein, the Trustees shall have full power in their discretion, without any requirement of approval by Holders, to invest part or all of the Trust Property, or to dispose of part or all of the Trust Property and invest the proceeds of such disposition, in securities issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the Commonwealth of Massachusetts or of any other state) which is classified as a partnership for federal income tax purposes.

     3.3. Legal Title. Legal title to all Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name or nominee name of any other Person on behalf of the Trust, on such terms as the Trustees may determine.

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     The right, title and interest of the Trustees in the Trust Property shall vest automatically in each individual who may hereafter become a Trustee upon his due election and qualification. Upon the resignation, removal or death of a Trustee, such resigning, removed or deceased Trustee shall automatically cease to have any right, title or interest in any Trust Property, and the right, title and interest of such resigning, removed or deceased Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

     3.4. Sale of Shares. The Trustees, in their discretion, may, from time to time, without a vote of the Holders, permit any Institutional Investor to purchase a Share or increase its Share, for such type of consideration, including cash or property, at such time or times (including, without limitation, each business day), and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. A Holder that has completely redeemed its Share may not be permitted to purchase a new Share until the later of 60 calendar days after the date of such complete Redemption or the first day of the Fiscal Year next succeeding the Fiscal Year during which such complete Redemption occurred.

     3.5. Redemptions of Shares. Subject to Article VII hereof, the Trustees, in their discretion, may, from time to time, without a vote of the Holders, permit a Holder to redeem all of its Share, or or a portion of its Share, for either cash or property, at such time or times (including, without limitation, each business day), and on such terms as the Trustees may deem best.

     3.6. Borrow Money. The Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person.

     3.7. Delegation; Committees. The Trustees shall have power, consistent with their continuing exclusive and absolute control over the Trust Property and over the business of the Trust, to delegate from time to time to such of their number or to officers, employees, agents or independent contractors of the Trust the doing of such things and the execution of such instruments in either the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient.

     3.8. Collection and Payment. The Trustees shall have power to collect all property due to the Trust; and to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust or the Trust Property; to foreclose any security interest securing any obligation, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

     3.9. Expenses. The Trustees shall have power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration, and to pay reasonable compensation from the Trust Property to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees. The Trustees may pay themselves such compensation for special services, including legal and brokerage services, as they in good faith may deem reasonable, and reimbursement for expenses reasonably incurred by themselves on behalf of the Trust.

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     3.10. Miscellaneous Powers. The Trustees shall have power to: (a) employ or contract with such Persons as the Trustees may deem appropriate for the transaction of the business of the Trust and terminate such employees or contractual relationships as they consider appropriate; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Investment Adviser, Administrator, placement agent, Holders, Trustees, officers, employees, agents or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing and other retirement, incentive and benefit plans for the Trustees, officers, employees or agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including the Investment Adviser, Administrator, placement agent, Holders, Trustees, officers, employees, agents or independent contractors of the Trust, to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the Fiscal Year and the method by which the accounts of the Trust shall be kept; and (i) adopt a seal for the Trust, but the absence of such a seal shall not impair the validity of any instrument executed on behalf of the Trust.

     3.11. Further Powers. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices, whether within or without the Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper, appropriate or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust which is made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The Trustees shall not be required to obtain any court order in order to deal with Trust Property.

     3.12. Litigation. The Trustees shall have full power and authority, in the name and on behalf of the Trust, to engage in and to prosecute, defend, compromise, settle, abandon, or adjust by arbitration or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any liabilities, losses, debts, claims or expenses (including without limitation attorneys’ fees) incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any committee thereof, in the exercise of their or its good faith business judgment, to dismiss or terminate any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any Person, including a Holder in its own name or in the name of the Trust, whether or not the Trust or any of the Tr ustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust.

ARTICLE IV

Investment Advisory, Administration
and Placement Agent Arrangements

     4.1. Investment Advisory, Administration and Other Arrangements. The Trustees may in their discretion, from time to time, enter into investment advisory contracts, administration

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contracts or placement agent agreements whereby the other party to such contract or agreement shall undertake to furnish the Trustees such investment advisory, administration, placement agent and/or other services as the Trustees shall, from time to time, consider appropriate or desirable and all upon such terms and conditions as the Trustees may in their sole discretion determine. Notwithstanding any provision of this Declaration, the Trustees may authorize any Investment Adviser (subject to such general or specific instructions as the Trustees may, from time to time, adopt) to effect purchases, sales, loans or exchanges of Trust Property on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of any such Investment Adviser (all without any further action by the Trustees). Any such purchase, sale, loan or exchange shall be deemed to have been authorized by the Trustees.

     4.2. Parties to Contract. Any contract of the character described in Section 4.1 hereof or in the By-Laws of the Trust may be entered into with any corporation, firm, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, Trustee, shareholder or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any individual holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of any such contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article IV or the By-Laws of the Trust. The same Person may be the other party to one or more contracts entered into pursuant to Section 4.1 hereof or the By-Laws of the Trust, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.2 or in the By-Laws of the Trust.

ARTICLE V

Limitations of Liability of Holders, Trustees and Others

     5.1. No Personal Liability of Holders, Trustees, Officers and Employees. No Holder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. All Persons dealing or contracting with the Trustees as such or with the Trust shall have recourse only to the Trust for the payment of their claims or for the payment or satisfaction of claims, obligations or liabilities arising out of such dealings or contracts. No Trustee, officer or employee of the Trust, whether past, present or future, shall be subject to any personal liability whatsoever to any such Person, and all such Persons shall look solely to the Trust Property, for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Holder, Trustee, officer or employee, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability of the Trust, he shall not, on account thereof, be held to any personal liability.

     5.2. Trustee’s Good Faith Action; Advice of Others; No Bond or Surety. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of them or any officer, agent, employee, consultant, investment adviser or other adviser, administrator, distributor or principal underwriter, custodian or transfer, dividend disbursing, shareholder servicing or accounting agent of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration and their duties as Trustees, and shall be under no liability for any act or omission in accordance with such ad vice or for failing to follow

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such advice. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the records, books and accounts of the Trust and upon reports made to the Trustees by any officer, employee, agent, consultant, accountant, attorney, investment adviser or other adviser, principal underwriter, expert, professional firm or independent contractor. The Trustees as such shall not be required to give any bond or surety or any other security for the performance of their duties. No provision of this Declaration shall protect any Trustee or officer of the Trust against any liability to the Trust of its Holders to which he would otherwise be subject by reason of his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

     5.3. Indemnification. The Trustees may provide, whether in the By-Laws or by contract, vote or other action, for the indemnification by the Trust of the Holders, Trustees, officers and employees of the Trust and of such other Persons as the Trustees in the exercise of their discretion my deem appropriate or desirable. Any such indemnification may be mandatory or permissive, and may be insured against by policies maintained by the Trust.

     5.4. No Duty of Investigation. No purchaser, lender or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security or undertaking of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other s ecurity or undertaking of the Trust made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust under any such instrument are not binding upon any of the Trustees or Holders individually, but bind only the Trust Property, and may contain any further recital which they may deem appropriate, but the omission of any such recital shall not operate to bind the Trustees or Holders individually.

     5.5. Reliance on Records and Experts. Each Trustee, officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the records, books and accounts of the Trust, upon an opinion or other advice of legal counsel, or upon reports made or advice given to the Trust by any Trustee or any of its officers employees or by the Investment Adviser, Administrator, accountants, appraisers or other experts, advisers, consultants or professionals selected with reasonable care by the Trustees or officers of the Trust, regardless of whether the person rendering such report or advice may also be a Trustee, officer or employee of the Trust.

ARTICLE VI

Shares of Beneficial Interest

     6.1. Beneficial Interest. The interest of the beneficiaries of the Trust initially shall be divided into transferable Shares of beneficial interest without par value.

     6.2. Rights of Holders. The ownership of the Trust property of every description and the right to conduct any business of the Trust are vested exclusively in the Trustees, and the

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Holders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights.

     Every Holder by virtue of having become a Holder shall be held to have expressly assented and agreed to the terms of this Declaration and the Bylaws and to have become a party hereto and thereto.

     6.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Holder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a Massachusetts business trust. Nothing in this Declaration shall be construed to make the Holders, either by themselves or with the Trustees, partners or members of a joint stock association.

     6.4. Issuance of Shares. The Trustees in their discretion may, from time to time and without any authorization or vote of the Holders, issue Shares in addition to the then issued and outstanding Shares, to such party or parties and for such amount and type of consideration, including cash or property, a such time or times and on such terms as the Trustees may deem appropriate or desirable, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. The Trustees may authorize the issuance of certificates of beneficial interest to evidence the ownership of Shares.

     6.5. Register of Interests. A register shall be kept at the Trust under the direction of the Trustees which shall contain the name, address and Book Capital Account balance of each Holder. Such register shall be conclusive as to the identity of the Holders, and the Trust shall not be bound to recognize any equitable or legal claim to or interest in Shares which is not contained in such register. No Holder shall be entitled to receive payment of any distribution, nor to have notice given to it as herein provided, until it has given its address to such officer or agent of the Trust as is keeping such register for entry thereon. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The Tr ustees may at any time discontinue the issuance of Share certificates and may, by written notice to each Holder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust.

     6.6. Total Number of Holders. Notwithstanding anything in this Declaration to the contrary, the total number of Holders (as determined under Treasury Regulations Section 1.7704-1(h)(3)) shall not exceed 100, unless the Trust shall have obtained a ruling from the U.S. Internal Revenue Service to the effect that the admission of additional Holders would not cause the Trust to be considered a “publicly traded partnership” within the meaning of Section 7704 of the Code. In determining the number of Holders for purposes of this limitation, each person owning a Trust Share through an entity that would be treated as a partnership, grantor trust, or S corporation for U.S. federal income tax purposes shall be counted as a Holder if substantially all of such entity’s assets consist of direct or indirect ownership of a Trust Share.

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ARTICLE VII

Purchases, Increases and Redemptions of Shares

     Subject to applicable law, to the provisions of this Declaration and to such restrictions as may from time to time be adopted by the Trustees, each Holder shall have the right to vary its investment in the Trust at any time without limitation by increasing its Share or redeeming its Share in whole or in part. An increase by a Holder of its Share in the Trust shall be reflected as an increase in the Book Capital Account balance of that Holder and a partial or complete Redemption of the Share of a Holder shall be reflected as a decrease in the Book Capital Account balance of that Holder. The Trust shall, upon appropriate and adequate notice from any Holder permit the purchase, increase or Redemption, in whole or in part, of such Holder’s Share for an amount determined by the application of a formula adopted for such purpose by resolution of the Trustees; provided that (a) the amount received by the Holder upon any such Redemption shall not exceed th e decrease in the Holder’s Book Capital Account balance effected by such Redemption of its Share and (b) if so authorized by the Trustees, the Trust may, at any time and from time to time, charge fees for effecting any such Redemption, at such rates as the Trustees may establish, and may, at any time and from time to time, suspend such right of Redemption. The procedures for effecting Redemptions shall be as determined by the Trustees from time to time.

ARTICLE VIII

Determination of Book Capital Account
Balances and Distributions

     8.1. Book Capital Account Balances. The Book Capital Account balance of each Holder shall be determined on such days and at such time or times as the Trustees may determine. The Trustees shall adopt resolutions setting forth the method of determining the Book Capital Account balance of each Holder. The power and duty to make calculations pursuant to such resolutions may be delegated by the Trustees to the Investment Adviser, Administrator, custodian, or such other Person as the Trustees may determine. Upon the complete Redemption of a Holder’s Share, the Holder of that Interest shall be entitled to receive the balance of its Book Capital Account. A Holder may not transfer, sell or exchange its Book Capital Account balance.

     8.2. Allocations and Distributions to Holders. The Trustees shall, in compliance with the Code, the 1940 Act and generally accepted accounting principles, establish the procedures by which the Trust shall make (i) the allocation of unrealized gains and losses, taxable income and tax loss, and profit and loss, or any item or items thereof, to each Holder, (ii) the payment of distributions, if any, to Holders, and (iii) upon liquidation, the final distribution of items of taxable income and expense. Such procedures shall be set forth in writing and be furnished to the Trust’s accountants. The Trustees may amend the procedures adopted pursuant to this Section 8.2 from time to time. The Trustees may retain from the net profits such amount as they may deem necessary to pay the liabilities and expenses of the Trust, to meet obligations of the Trust, and as they may deem desirable to use in the conduct of th e affairs of the Trust or to retain for future requirements or extensions of the business.

     8.3. Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing provisions of this Article VIII, the Trustees may prescribe, in their absolute discretion, such other bases and times for determining the net income of the Trust, the allocation of income of the Trust, the Book Capital Account balance of each Holder, or the payment of distributions to the Holders as they may deem necessary or desirable to enable the Trust to comply with any provision of the 1940 Act or any order of exemption issued by the Commission or with the Code.

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     8.4. Signature on Returns; Tax Matters Partner

(a)	Eaton Vance Management shall sign on behalf of the Trust the tax returns of the Trust, unless applicable law requires a Holder to sign such documents, in which case such documents shall be signed by Eaton Vance Management.
(b)	Eaton Vance Management shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.

ARTICLE IX

Holders

     9.1. Rights of Holders. The ownership of the Trust Property and the right to conduct any business described herein are vested exclusively in the Trustees, and the Holders shall have no right or title therein other than the beneficial interest conferred by their Shares and they shall have no power or right to call for any partition or division of any Trust Property.

     9.2. Meetings of Holders. Meetings of Holders may be called at any time by a majority of the Trustees and shall be called by any Trustee upon written request of Holders holding, in the aggregate, not less than 10% of the Shares, such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the Commonwealth of Massachusetts and within or without the United States of America on such day and at such time as the Trustees shall designate. Holders of one-third of the Shares, present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration or the By-Laws of the Trust. If a quorum is present at a meeting, an affirmative vote of the Holders present, in person or by proxy, holding more than 50% of the total Shares of the Ho lders present, either in person or by proxy, at such meeting constitutes the action of the Holders, unless a greater number of affirmative votes is required by the 1940 Act, other applicable law, this Declaration or the By-Laws of the Trust. All or any one of more Holders may participate in a meeting of Holders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting by means of such communications equipment shall constitute presence in person at such meeting.

     9.3. Notice of Meetings. Notice of each meeting of Holders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail to each Holder, at its registered address, mailed at least 10 days and not more than 60 days before the meeting. Notice of any meeting may be waived in writing by any Holder either before or after such meeting. The attendance of a Holder at a meeting shall constitute a waiver of notice of such meeting except in the situation in which a Holder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened. At any meeting, any business properly before the meeting may be considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

     9.4. Record Date for Meetings, Distributions, etc. For the purpose of determining the Holders who are entitled to notice of and to vote or act at any meeting, including any adjournment thereof, or to participate in any distribution, or for the purpose of any other action, the Trustees

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may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of any distribution or the taking of any other action, as the case may be, as a record date for the determination of the Persons to be treated as Holders for such purpose. If the Trustees do not, prior to any meeting of the Holders, so fix a record date, then the date of mailing notice of the meeting shall be the record date.

     9.5. Proxies, etc. At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote is to be taken. A proxy may be revoked by a Holder at any time before it has been exercised by placing on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, a later dated proxy or written revocation. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of the Trust or of one or more Trustees or of one or more officers of the Trust. Only Holders on the record date shall be entitled to vote. Each such Holder shall be entitled to a vote according to its Share. When a Share is he ld jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them is present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid after one year from the date of execution, unless a longer period is expressly stated in such proxy. The Trust may also permit a Holder to authorize and empower individuals named as proxies on any form of proxy solicited by the Trustees to vote that Holder’s Share on any matter by recording his voting instructions on any recording device maintained for that purpose by the Trust or its agent, provided the Holder complies with such procedures as the Tr ustees may designate to be necessary or appropriate to determine the authenticity of the voting instructions so recorded; such instructions shall be deemed to constitute a written proxy signed by the Holder and delivered to the Trust and shall be deemed to be dated as of the date such instructions were transmitted, and the Holder shall be deemed to have approved and ratified all actions taken by such proxies in accordance with the voting instructions so recorded.

     9.6. Reports. The Trustees shall cause to be prepared and furnished to each Holder, at least annually as of the end of each Fiscal Year, a report of operations containing a balance sheet and a statement of income of the Trust prepared in conformity with generally accepted accounting principles and an opinion of an independent public accountant on such financial statements. The Trustees shall, in addition, furnish to each Holder at least semi-annually interim reports of operations containing an unaudited balance sheet as of the end of such period and an unaudited statement of income for the period from the beginning of the then-current Fiscal Year to the end of such period.

     9.7. Inspection of Records. The books and records of the Trust shall be open to inspection by Holders during normal business hours for any purpose not harmful to the Trust.

     9.8. Holder Action by Written Consent. Any action which may be taken by Holders may be taken without a meeting if Holders holding more than 50% of all Shares entitled to vote (or such larger proportion thereof as shall be required by any express provision of this Declaration) consent to the action in writing and the written consents are filed with the records of the meetings of Holders. Such consents shall be treated for all purposes as a vote taken at a meeting of Holders. Each such written consent shall be executed by or on behalf of the Holder delivering such consent and shall bear the date of such execution. No such written consent shall be effective to take the action referred to therein unless, within one year of the earliest dated consent, written consents executed by a sufficient number of Holders to take such action are filed with the records of the meetings of Holders.< /P>

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     9.9. Notices. Any and all communications, including any and all notices to which any Holder may be entitled, shall be deemed duly served or given if mailed, postage prepaid, addressed to a Holder at its last known address as recorded on the register of the Trust.

ARTICLE X

Duration; Termination;
Amendment; Mergers; Etc.

     10.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article X. The death, declination, resignation, retirement, removal or incapacity of the Trustees, or any one of them, shall not operate to terminate or annul the Trust or to revoke any existing agency or delegation of authority pursuant to the terms of this Declaration or of the By-Laws.

     10.2. Termination.

          (a) The Trust may be terminated (i) by the affirmative vote of Holders of not less than two-thirds of all Shares at any meeting of Holders or by an instrument in writing without a meeting, executed by a majority of the Trustees and consented to by Holders of not less than two-thirds of all Shares, or (ii) by the Trustees by written notice to the Holders. Upon any such termination,

(i) the Trust shall carry on no business except for the purpose of winding up its affairs;

(ii) the Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect the assets of the Trust, sell, convey, assign, exchange or otherwise dispose of all or any part of the Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay the liabilities of the Trust, and do all other acts appropriate to liquidate the business of the Trust; provided that any sale, conveyance, assignment, exchange or other disposition of all or substantially all the Trust Property shall require approval of the principal terms of the transaction and the nature and amount of the consideration by the vote of Holders holding more than 50% of all Shares; and

(iii) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining Trust Property, in cash or in kind or partly each, among the Holders according to their respective rights as set forth in the procedures established pursuant to Section 8.2 hereof.

          (b) Upon termination of the Trust and distribution to the Holders as herein provided, a majority of the Trustees shall execute and file with the records of the Trust an instrument in writing setting forth the fact of such termination and distribution. Upon termination of the Trust, the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Holders shall thereupon cease.

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     (c) After termination of the Trust, and distribution to the Holders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust and file with the Massachusetts Secretary of State an instrument in writing setting forth the fact of such termination, and Trustees shall thereupon be discharged from all further liabilities and duties with respect to the Trust, and rights and interests of all Holders of the Trust.

     10.3. Dissolution. The Trust shall be dissolved 120 days after a Holder of Share either (i) makes an assignment for the benefit of creditors, or (ii) files a voluntary petition in bankruptcy, or (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief in any bankruptcy or insolvency proceeding, or (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any bankruptcy statute or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding referred to in clauses (iii) or (iv), or (vi) seeks, consent to or acquiesces in the appointment of a trustee, receiver or liquidator of such Holder or of all or any substantial part of its properties, whichever shall first occur; provided, however, that if within such 120 days Holders (excluding the Holder with respect to which such event of dissolution has occurred) owning a majority of the Shares vote to continue the Trust, such Trust shall not dissolve and shall continue as if such event of dissolution had not occurred.

     10.4. Amendment Procedure.

          (a) This Declaration may be amended by the vote of Holders of more than 50% of all Shares at any meeting of Holders or by a majority of the Trustees and consented to by the Holders of more than 50% of all Shares. Notwithstanding any other provision hereof, this Declaration may be amended by a majority of the Trustees, and without the vote or consent of Holders, for any one or more of the following purposes: (i) to change the name of the Trust, (ii) to supply any omission, or to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, (iii) to conform this Declaration to the requirements of applicable federal law or regulations or the requirements of the applicable provisions of the Code, (iv) to change the state or other jurisdiction designated herein as the state or other jurisdiction whose law shall be the governing law hereof, (v) to effect such changes herein as the Trustees find to be necessar y or appropriate (A) to permit the filing of this Declaration under the law of such state or other jurisdiction applicable to trusts or voluntary associations, (B) to permit the Trust to elect to be treated as a “regulated investment company” under the applicable provisions of the Code, or (C) to permit the transfer of Shares (or to permit the transfer of any other beneficial interest in or share of the Trust, however denominated), (vi) in conjunction with any amendment contemplated by the foregoing clause (iv) or the foregoing clause (v) to make any and all such further changes or modifications to this Declaration as the Trustees find to be necessary or appropriate, and (vii) to change, modify or rescind any provision of this Declaration provided such change, modification or rescission is found by the Trustees to be necessary or appropriate and to not have a materially adverse effect on the financial interests of the Holders; provided, however, that unless effected in compliance with the provision s of Section 10.4(b) hereof, no amendment otherwise authorized by this sentence may be made which would reduce the amount payable with respect to any Shares upon liquidation of the Trust and; provided, further, that the Trustees shall not be liable for failing to make any amendment permitted by this Section 10.4(a). Any amendment to the Declaration of Trust shall be effective as provided by its terms or, if there is no provision therein with respect to effectiveness, (i) upon the signing of an instrument by a majority of the Trustees then in office or (ii) upon the execution of an instrument and a certificate (which may be part of such instrument) executed by a Trustee or officer of the Trust to the effect that such amendment has been duly adopted.

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          (b) No amendment may be made under Section 10.4(a) hereof which would change any rights with respect to any Shares by reducing the amount payable thereon upon liquidation of the Trust, except with the vote or consent of Holders of two-thirds of all Shares.

          (c) A certification in recordable form executed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Holders or by the Trustees as aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when filed with the records of the Trust.

     Notwithstanding any other provision hereof, until such time as Shares are first sold, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees at any meeting of Trustees or by an instrument executed by a majority of the Trustees.

     10.5. Merger, Consolidation and Sale of Assets. The Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of its property, including its good will, upon such terms and conditions and for such consideration when and as authorized by the Trustees and without any authorization, vote or consent of the Holders; and any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of the Commonwealth of Massachusetts. The Trustees may also at any time sell and convert into money all the assets of the Trust. Upon making provision for the payment of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust, the Trustees shall distribute the remaining assets of such Trust among the Holders accord ing to their respective rights. Upon completion of the distribution of the remaining proceeds or the remaining assets, the Trust shall terminate and the Trustees shall take the action provided in Section 10.2(c) hereof and they shall thereupon be discharged from all further liabilities and duties with respect to the Trust, and the rights and interests of all Holders of the Trust shall thereupon cease..

     10.6. Incorporation. Upon a Majority Shares Vote, the Trustees may cause to be organized or assist in organizing a corporation or corporations under the law of any jurisdiction or a trust, partnership, association or other organization to take over the Trust Property or to carry on any business in which the Trust directly or indirectly has any interest, and to sell, convey and transfer the Trust Property to any such corporation, trust, partnership, association or other organization in exchange for the equity interests thereof or otherwise, and to lend money to, subscribe for the equity interests of, and enter into any contract with any such corporation, trust, partnership, association or other organization, or any corporation, trust, partnership, association or other organization in which the Trust holds or is about to acquire equity interests. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law. Nothing contained herein shall be construed as requiring approval of the Holders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Trust Property to one or more of such organizations or entities.

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ARTICLE XI

Miscellaneous

     11.1. Governing Law. This Declaration is executed by the Trustees and delivered in the Commonwealth of Massachusetts and with reference to the law thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed in accordance with the law of the Commonwealth of Massachusetts and reference shall be specifically made to the trust law of the Commonwealth of Massachusetts as to the construction of matters not specifically covered herein or as to which an ambiguity exists.

     11.2. Counterparts. This Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any one such original counterpart.

     11.3. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust or of any recording office in which this Declaration may be recorded, appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Holders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Holders, (d) the fact that the number of Trustees or Holders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any By-Laws adopted by or the identity of any officer elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees.

     11.4. Provisions in Conflict With Law or Regulations.

          (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, or with other applicable law and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination.

          (b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.

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     IN WITNESS WHEREOF, the undersigned have executed this instrument as of the day and year first above written.

/s/ Benjamin C. Esty	/s/ Helen Frame Peters
Benjamin C. Esty	Helen Frame Peters
/s/ Thomas E. Faust Jr.	/s/ Heidi L. Steiger
Thomas E. Faust Jr.	Heidi L. Steiger
/s/ Allen R. Freedman	/s/ Lynn A. Stout
Allen R. Freedman	Lynn A. Stout
/s/ William H. Park	/s/ Ralph F. Verni
William H. Park	Ralph F. Verni
/s/ Ronald A. Pearlman
Ronald A. Pearlman

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The names and addresses of all the Trustees of the Trust are as follows:

Benjamin C. Esty	Helen Frame Peters
4 Ballard Terrace	133 South Street
Lexington, MA 02420	Needham, MA 02492
Thomas E. Faust Jr.	Heidi L. Steiger
199 Winding River Road	94 Pine Hill Road
Wellesley, MA 02482	Tuxedo Park, NY 10987
Allen R. Freedman	Lynn A. Stout
525 County Highway 40	15242 Friends Street
Charlotteville, NY 12036	Pacific Palisades, CA 90272
William H. Park	Ralph F. Verni
3 Fort Sewall Terrace	2 Battery Wharf – Unit 2310
Marblehead, MA 01945	Boston, MA 02109
Ronald A. Pearlman
3944 Highwood Court, NW
Washington, DC 20007
Trust Address:
Two International Place
Boston, MA 02110

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EX-99.(B)

EXHIBIT (b)

BUILD AMERICA BOND PORTFOLIO

__________________

BY-LAWS

As Adopted October 19, 2009

TABLE OF CONTENTS

		PAGE
ARTICLE I – Meetings of Holders		1
Section 1.1	Records at Holder Meetings	1
Section 1.2	Inspectors of Election	1
ARTICLE II – Officers		2
Section 2.1	Officers of the Trust	2
Section 2.2	Election and Tenure	2
Section 2.3	Removal of Officers	2
Section 2.4	Bonds and Surety	2
Section 2.5	Chairman, President and Vice Presidents	2
Section 2.6	Secretary	3
Section 2.7	Treasurer	3
Section 2.8	Other Officers and Duties	3
ARTICLE III – Shares of Beneficial Interest		4
Section 3.1	Transfer of Shares	4
Section 3.2	Transfer Agent and Registrar; Regulations	4
Section 3.3	Closing of Transfer Books and Fixing Record Date	4
Section 3.4	Record Owner of a Share	4
ARTICLE IV – Limitation of Liability and Indemnifcation		4
Section 4.1	Limitation of Liability	4
Section 4.2	Indemnification of Trustees and Officers	5
Section 4.3	Indemnification of Holders	6
ARTICLE V – Miscellaneous		6
Section 5.1	Depositories	6
Section 5.2	Signatures	6
Section 5.3	Seal	6
Section 5.4	Distribution Disbursing Agents and the Like	7
ARTICLE VI – Regulations; Amendment of By-Laws		7
Section 6.1	Regulations	7
Section 6.2	Amendment and Repeal of By-Laws	7

i

BY-LAWS

OF

BUILD AMERICA BOND PORTFOLIO

_________________

     These By-Laws are made and adopted pursuant to Section 2.7 of the Declaration of Trust establishing BUILD AMERICA BOND PORTFOLIO (the “Trust”), dated October 19, 2009 as from time to time amended (the “Declaration”). All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration.

ARTICLE I

Meetings of Holders

     Section 1.1. Records at Holder Meetings. At each meeting of the Holders there shall be open for inspection the minutes of the last previous meeting of Holders of the Trust and a list of the Holders of the Trust, certified to be true and correct by the Secretary or other proper agent of the Trust, as of the record date of the meeting. Such list of Holders shall contain the name of each Holder in alphabetical order and the address and Share owned by such Holder on such record date.

     Section 1.2. Inspectors of Election. In advance of any meeting of the Holders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman, if any, of any meeting of the Holders may, and on the request of any Holder or his proxy shall, appoint Inspectors of Election. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Holders or proxies, a Majority Shares Vote shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Holders shall not affect the validity of the appointment of Inspectors of Election. In case any individual appointed as an Inspector of Election fails to appear or fails or refuses to so act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the individual acting as chairman of the meeting. The Inspectors of Election shall determine the Share owned by each Holder, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, shall determine the results, and shall do such other acts as may be proper to conduct the election or vote with fairness to all Holders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the chairman, if any, of the meeting, or of any Holder or its proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

ARTICLE II

Officers

     Section 2.1. Officers of the Trust. The officers of the Trust shall consist of a Chairman, if any, a President, a Secretary, a Treasurer and such other officers or assistant officers, including Vice Presidents, as may be elected by the Trustees. Any two or more of the offices may be held by the same individual. The Trustees may designate a Vice President as an Executive Vice President and may designate the order in which the other Vice Presidents may act. The Chairman shall be a Trustee, but no other officer of the Trust, including the President, need be a Trustee.

     Section 2.2. Election and Tenure. At the initial organization meeting and thereafter at each annual meeting of the Trustees, the Trustees shall elect the Chairman, if any, the President, the Secretary, the Treasurer and such other officers as the Trustees shall deem necessary or appropriate in order to carry out the business of the Trust. Such officers shall hold office until the next annual meeting of the Trustees and until their successors have been duly elected and qualified. The Trustees may fill any vacancy in office or add any additional officer at any time.

     Section 2.3. Removal of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment. Any officer may resign at any time by notice in writing signed by such officer and delivered or mailed to the Chairman, if any, the President or the Secretary, and such resignation shall take effect immediately, or at a later date according to the terms of such notice in writing.

     Section 2.4. Bonds and Surety. Any officer may be required by the Trustees to be bonded for the faithful performance of his duties in such amount and with such sureties as the Trustees may determine.

     Section 2.5. Chairman, President and Vice Presidents.

     a. Chairman. The Trustees may appoint from among their number a Chairman. The Chairman shall preside at meetings of the Trustees and may call meetings of the Trustees and of any committee thereof whenever he deems it necessary or desirable to do so. The Chairman may in his discretion preside at any meeting of the Holders, and may delegate such authority to another Trustee or officer of the Trust. The Chairman shall exercise and perform such additional powers and duties as from time to time may be assigned to him by the Trustees, and shall have the resources and authority appropriate to discharge the responsibilities of the office.

     b. President and Vice Presidents. Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman, the President shall be the chief executive officer of the Trust and, subject to the control of the Trustees, shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation. In the event that the Chairman does not preside at a meeting of the Holders or delegate such power and authority to another Trustee or officer of the Trust, the President or his designee shall

2

preside at such meeting. The President shall have the power, in the name and on behalf of the Trust, to execute any and all loan documents, contracts, agreements, deeds, mortgages and other instruments in writing, and to employ and discharge employees and agents of the Trust. Unless otherwise directed by the Trustees, the President shall have full authority and power to attend, to act and to vote, on behalf of the Trust, at any meeting of any business organization in which the Trust holds an interest, or to confer such powers upon any other person, by executing any proxies duly authorizing such person. The President shall have such further authorities and duties as the Trustees shall from time to time determine. In the absence or disability of the President, the Vice Presidents in order of their rank or the Vice President designated by the Trustees, shall perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all of the restric tions upon the President. Subject to the direction of the President, each Vice President shall have the power in the name and on behalf of the Trust to execute any and all loan documents, contracts, agreements, deeds, mortgages and other instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time by the Trustees or by the President.

     Section 2.6. Secretary. The Secretary shall keep the minutes of all meetings of, and record all votes of, Holders, Trustees and the Executive Committee, if any. The results of all actions taken at a meeting of the Trustees, or by written consent of the Trustees, shall be recorded by the Secretary. The Secretary shall be custodian of the seal of the Trust, if any, and (and any other person so authorized by the Trustees) shall affix the seal or, if permitted, a facsimile thereof, to any instrument executed by the Trust which would be sealed by a Massachusetts corporation executing the same or a similar instrument and shall attest the seal and the signature or signatures of the officer or officers executing such instrument on behalf of the Trust. The Secretary shall also perform any other duties commonly incident to such office in a Massachusetts corporation, and shall have such other authorities and duties a s the Trustees shall from time to time determine.

     Section 2.7. Treasurer. Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and of the President all powers and duties normally incident to his office. The Treasurer may endorse for deposit or collection all notes, checks and other instruments payable to the Trust or to its order and shall deposit all funds of the Trust as may be ordered by the Trustees or the President. The Treasurer shall keep accurate account of the books of the Trust’s transactions which shall be the property of the Trust, and which together with all other property of the Trust in his possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine, th e Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. The Treasurer shall have such other duties and authorities as the Trustees shall from time to time determine. Notwithstanding anything to the contrary herein contained, the Trustees may authorize the Investment Adviser or the Administrator to maintain bank accounts and deposit and disburse funds on behalf of the Trust.

     Section 2.8. Other Officers and Duties. The Trustees may elect such other officers and assistant officers as they shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of his office. Each officer and assistant officer shall have the power in the name and on behalf of the Trust to execute any and all loan documents, contracts, agreements, deeds, mortgages and other instruments in writing. Each officer, employee and agent of the Trust shall have such other duties and authorities as may be conferred upon him by the Trustees or delegated to him by the President.

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ARTICLE III

Shares of Beneficial Interest

     Section 3.1. Transfer of Shares. Transfers of a Share or portion of a Share of beneficial interest of the Trust, if permitted, shall be made only on the books of the Trust by the owner thereof or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent. The Trustees may impose restrictions upon the transfer of the shares of the Trust.

     Section 3.2. Transfer Agent and Registrar; Regulations. The Trust may, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Trustees, where the Shares or portions of Shares of beneficial interest of the Trust may be directly transferable. The Trust may, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar designated by the Trustees, where such Shares shall be registered. The principal transfer agent may be located within or without the Commonwealth of Massachusetts and shall have charge of the Share transfer books, lists and records, which shall be kept within or without Massachusetts in an office which shall be deemed to be the Share transfer office of the Trust. The Trustees may also make such additional rules and regulations as it ma y deem expedient concerning the issue, transfer and registration of certificates for Shares of the Trust.

     Section 3.3. Closing of Transfer Books and Fixing Record Date. The Trustees may fix in advance a time which shall be not more than seventy-five (75) days before the date of any meeting of Holders, or the last day on which the consent or dissent of Holders may be effectively expressed for any purpose, as the record date for determining the Holders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to give such consent or dissent, and in such case only Holders of record on such record date shall have such right, notwithstanding any transfer of Shares on the books of the Trust after the record date. The Trustees may, without fixing such record date, close the transfer books for all or any part of such period for any of the foregoing purposes.

     Section 3.4. Record Owner of a Share. The Trust shall be entitled to treat the person in whose name any Share of the Trust is registered on the books of the Trust as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other person.

ARTICLE IV

Limitation of Liability and Indemnification

     Section 4.1. Limitation of Liability. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing

4

of them or any officer, agent, employee or investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

     Section 4.2. Indemnification of Trustees and Officers. The Trust shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or has been a Trustee, officer, employee or agent of the Trust, or is or has been serving at the request of the Trust as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that:

(a)	such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust,
(b)	with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful,
(c)	unless ordered by a court, indemnification shall be made only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) above and not the standard of conduct set forth in (e) below, such determination to be made based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (i) vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or (ii) by independent legal counsel in a written opinion,
(d)	in the case of an action or suit by or in the right of the Trust to procure a judgment in its favor, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Trust unless and only to the extent that the court in which such action or suit is brought, or a court of equity in the county in which the Trust has its principal office, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper, and
(e)	no indemnification or other protection shall be made or given to any Trustee or officer of the Trust against any liability to the Trust or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

     Expenses (including attorneys’ fees) incurred with respect to any claim, action, suit or proceeding of the character described in the preceding paragraph shall be paid by the Trust in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such

5

person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Trust as authorized by this Article, provided that either:

(1)

such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust shall be insured against losses arising out of any such advances; or

(2)

a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

     As used in this Section 2, a “Disinterested Trustee” is one who is not (i) an “Interested Person”, as defined in the Act, of the Trust (including Anyone who has been exempted from being an “Interested Person” by any rule, regulation, or order of the Securities and Exchange Commission), or (ii) involved in the claim, action, suit or proceeding.

     The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, or with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 4.3. Indemnification of Holders. In case any Holder or former Holder shall be held to be personally liable solely by reason of his being or having been a Holder and not because of his acts or omissions or for some other reason, the Holder or former Holder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the Trust estate to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the Holder, assume the defense of any claim made against any Holder for any act or obligation of the Trust and satisfy any judgment thereon.

ARTICLE V

Miscellaneous

     Section 5.1. Depositories. The funds of the Trust shall be deposited in such depositories as the Trustees shall designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including the Investment Adviser or the Administrator) as the Trustees may from time to time authorize.

     Section 5.2. Signatures. All contracts and other instruments shall be executed on behalf of the Trust by such officer, officers, agent or agents as provided in these By-Laws or as the Trustees may from time to time by resolution provide.

     Section 5.3. Seal. The seal of the Trust, if any, may be affixed to any document, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if it had been imprinted and attested manually in the same manner and with the same effect as if done by a Massachusetts corporation.

6

     Section 5.4. Distribution Disbursing Agents and the Like. The Trustees shall have the power to employ and compensate such distribution disbursing agents, warrant agents and agents for the reinvestment of distributions as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Trustees.

ARTICLE VI

Regulations; Amendment of By-Laws

     Section 6.1. Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the sale and purchase of a Share, or portion thereof, of the Trust.

     Section 6.2. Amendment and Repeal of By-Laws. In accordance with Section 2.7 of the Declaration, the Trustees shall have the power to alter, amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration.

     The Declaration refers to the Trustees as Trustees, but not as individuals or personally; and no Trustee, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust.

*           *           *

7

EX-99.(D)

EXHIBIT (d)

BUILD AMERICA BOND PORTFOLIO
INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made this 19th day of October, 2009, between Build America Bond Portfolio, a Massachusetts business trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

     1. Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

     The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

     The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until simi larly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust.

     The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall adhere to procedures adopted by the Board of Trustees of the Trust.

     2. Compensation of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled to receive from the Trust compensation in an amount equal to the following of the average daily net assets of the Trust throughout each month:

Average Daily Net	Annual Fee Rate
Assets for the Month	(For Each Level)
Up to $1 billion	0.600%
$1 billion but less than $2 billion	0.575%
$2 billion but less than $5 billion	0.550%
Over $5 billion	0.530%

     Such compensation shall be paid monthly in arrears on the last business day of each month. The Trust’s daily net assets shall be computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust. In case of initiation or termination of the Agreement during any month with respect to the Trust, the fee for that month shall be based on the number of calendar days during which it is in effect.

     The Adviser may, from time to time, waive all or a part of the above compensation.

     3. Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of Interests in the Trust, (viii) expenses of registering and qualifying the Trust and Interests in the Trust under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such p urposes and for distributing the same to Holders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust’s placement agent as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account balances and tax capital account balances), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, Holder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing the account of Holders, (xvi) an y direct charges to Holders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and Holders with respect thereto.

     4. Other Interests. It is understood that Trustees and officers of the Trust and Holders of Interests in the Trust are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of

2

the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a Holder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

     5. Limitation of Liability of the Adviser. The services of the Adviser to the Trust are not to be deemed to be exclusive, the Adviser being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any Holder of Interests in the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

     6. Sub-Investment Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust’s portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

     7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval.

     Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the Adviser, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust. This Agreement shall terminate automatically in the event of its assignment.

     8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Trust.

     9. Limitation of Liability. The Adviser expressly acknowledges the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees and officers of the

3

Trust, and the Adviser hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Adviser arising out of this Agreement and shall not seek satisfaction from any Trustee or officer of the Trust.

     10. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of Holders, of the lesser of (a) 67 per centum or more of the Interests in the Trust present or represented by proxy at the meeting if the Holders of more than 50 per centum of the outstanding Interests in the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Interests in the Trust. The terms “Holders” and “Interests” when used herein shall have the respective me anings specified in the Declaration of Trust of the Trust.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

BUILD AMERICA BOND PORTFOLIO

By: /s/ Cynthia J. Clemson                 
      Cynthia J. Clemson
      President

BOSTON MANAGEMENT AND RESEARCH

By: /s/ Maureen A. Gemma               
      Maureen A. Gemma
      Vice President
      and not individually

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EX-99.(E)

EXHIBIT (e)

PLACEMENT AGENT AGREEMENT

October 19, 2009

Eaton Vance Distributors, Inc.
Two International Place
Boston, Massachusetts 02110

Gentlemen:

     This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Build America Bond 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 Massachusetts business trust, has agreed that Eaton Vance Distributors, Inc. (“EVD”), shall be the placement agent (the “Placement Agent”) of Interests in the Trust (“Trust Interests”).

     1. Services as Placement Agent.

     1.1 EVD will act as Placement Agent of the Trust Interests covered by the Trust’s registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “1933 Act”).

     1.2 All activities by EVD and its agents and employees as Placement Agent of Trust Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “Commission”).

     1.3 Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Board of Trustees.

     1.4 The Trust shall furnish from time to time for use in connection with the sale of Trust Interests such information with respect to the Trust and Trust Interests as EVD may reasonably request. The Trust shall also furnish EVD upon request with: (a) unaudited semiannual statements of the Trust’s books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s financial or regulatory condition as EVD may reasonably request.

     1.5 The Trust represents to EVD that all registration statements filed by the Trust with the Commission under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the Trust. The Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Trust may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, be necessary or advisable. If the Trust shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust of a written request from EVD to do so, EVD may, at its option, terminate this Agreement. The Trust shall not file any amendment to any registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.

     1.6 The Trust agrees to indemnify, defend and hold EVD, its several officers and directors, and any person who controls EVD within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities and Exchange Act of 1934 (the “1934 Act”) (for purposes of this paragraph 1.6, collectively, “Covered Persons”) free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which any Covered Person may incur under the 1933 Act, the 1934 Act, common law or otherwise, arising out of or based on any untrue statement of a material fact contained in any registration statement, private placement memorandum or other offering material (“Offering Material”) or arising out of or based on any omission to state a material fact required to be stated in any Offering Material or necessary to make the statements in any Offering Material not misleading; provided, however, that the Trust’s agreement to indemnify Covered Persons shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any financial and other statements as are furnished in writing to the Trust by EVD in its capacity as Placement Agent for use in the answers to any items of any registration statement or in any statements made in any Offering Material, or arising out of or based on any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust’s agreement to indemnify EVD and the Trust’s representations and warranties hereinbefore set forth in this paragraph 1.6 shall not be deemed to cover any liability to the Trust or its investors to which a Covered Person would otherwise be subject by reason of w illful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of a Covered Person’s reckless disregard of its obligations and duties under this Agreement. The Trust should be notified of any action brought against a Covered Person, such notification to be given by a writing addressed to the Trust, Two International Place, Boston, Massachusetts 02110, with a copy to the Administrator of the Trust, Eaton Vance Management, at the same address, promptly after the summons or other first legal process shall have been duly and completely served upon such Covered Person. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability except to the extent the Trust shall have been prejudiced by such failure, or from any liability that the Trust may have to the Covered Person against whom such action is brought by reason of any such untrue statement or omission, otherwise than on account of the Trust’s indemnity agreement contained in th is paragraph. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but in such case such defense shall be conducted by counsel of good standing chosen by the Trust and approved by EVD, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by EVD, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit or in case EVD reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the Covered Person named as defendant in such suit, for the fees and expenses of any counsel retained by EVD or it. The Trust’s indemnification agreement contained in this paragraph and the Trust’s representations and warranties in this Agreement shall

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remain operative and in full force and effect regardless of any investigation made by or on behalf of Covered Persons, and shall survive the delivery of any Trust Interests. This agreement of indemnity will inure exclusively to Covered Persons and their successors. The Trust agrees to notify EVD promptly of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale of any Trust Interests.

     1.7 EVD agrees to indemnify, defend and hold the Trust, its several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (for purposes of this paragraph 1.7, collectively, “Covered Persons”) free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands, liabilities and any counsel fees incurred in connection therewith) that Covered Persons may incur under the 1933 Act, the 1934 Act or common law or otherwise, but only to the extent that such liability or expense incurred by a Covered Person resulting from such claims or demands shall arise out of or be based on any untrue statement of a material fact contained in information furnished in writing by EVD in its capacity as Placement Agent to the Trust for use in the answers to any of the items of any registratio n statement or in any statements in any other Offering Material or shall arise out of or be based on any omission to state a material fact in connection with such information furnished in writing by EVD to the Trust required to be stated in such answers or necessary to make such information not misleading. EVD shall be notified of any action brought against a Covered Person, such notification to be given by a writing addressed to EVD at Two International Place, Boston, Massachusetts 02110, promptly after the summons or other first legal process shall have been duly and completely served upon such Covered Person. EVD shall have the right of first control of the defense of the action with counsel of its own choosing satisfactory to the Trust if such action is based solely on such alleged misstatement or omission on EVD’s part, and in any other event each Covered Person shall have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify EVD of any s uch action shall not relieve EVD from any liability except to the extent the Trust shall have been prejudiced by such failure, or from any liability that EVD may have to Covered Persons by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of EVD’s indemnity agreement contained in this paragraph.

     1.8 No Trust Interests shall be offered by either EVD or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Trust Interests hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or the 1940 Act; provided, however, that nothing contained in this paragraph shall in any way restrict or have an application to or bearing on the Trust’s obligation to redeem Trust Interests from any investor in accordance with the provisions of the Trust’s registration statement or Declaration of Trust, as amended from time to time.

     1.9 The Trust agrees to advise EVD as soon as reasonably practical by a notice in writing delivered to EVD or its counsel:

     (a) of any request by the Commission for amendments to the registration statement then in effect or for additional information;

     (b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;

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     (c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement then in effect or that requires the making of a change in such registration statement in order to make the statements therein not misleading; and

     (d) of all action of the Commission with respect to any amendment to any registration statement that may from time to time be filed with the Commission.

     For purposes of this paragraph 1.9, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission.

     1.10 EVD agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information not otherwise publicly available relative to the Trust and its prior, present or potential investors and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where EVD may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust.

     2. Duration and Termination of this Agreement.

     This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such date is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of EVD or the Trust cast in person at a meeting called for the purpose of voting on such approval.

     Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this agreement without the payment of any penalty, by action of Trustees of the Trust or the Directors of EVD, as the case may be, and the Trust may, at any time upon such written notice to EVD, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust. This Agreement shall terminate automatically in the event of its assignment.

     3. Representations and Warranties.

     EVD and the Trust each hereby represents and warrants to the other that it has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that, with respect to it, this Agreement is legal, valid and binding, and enforceable in accordance with its terms.

     4. Limitation of Liability.

     EVD expressly acknowledges the provision in the Declaration of Trust of the Trust (Sections 5.2 and 5.6) limiting the personal liability of the Trustees and officers of the Trust, and EVD hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and EVD arising out of this Agreement and shall not seek satisfaction from any Trustee or officer of the Trust.

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     5. Certain Definitions.

     The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of Holders, of the lesser of (a) 67 per centum or more of the Interests in the Trust present or represented by proxy at the meeting if the Holders of more than 50 per centum of the outstanding Interests in the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Interests in the Trust. The terms “Holders” and “Interests” when used herein shall have the respective meanings specified in the Declaration of Trust of the Trust.

     6. Concerning Applicable Provisions of Law, etc.

     This Agreement shall be subject to all applicable provisions of law, including the applicable provisions of the 1940 Act and to the extent that any provisions herein contained conflict with any such applicable provisions of law, the latter shall control.

     The laws of the Commonwealth of Massachusetts shall, except to the extent that any applicable provisions of federal law shall be controlling, govern the construction, validity and effect of this Agreement, without reference to principles of conflicts of law.

     If the contract set forth herein is acceptable to you, please so indicate by executing the enclosed copy of this Agreement and returning the same to the undersigned, whereupon this Agreement shall constitute a binding contract between the parties hereto effective at the closing of business on the date hereof.

Yours very truly,

BUILD AMERICA BOND PORTFOLIO

By: /s/ Cynthia J. Clemson                       
      Cynthia J. Clemson
      President

Accepted:

EATON VANCE DISTRIBUTORS, INC.

By: /s/ Maureen A. Gemma                    
      Maureen A. Gemma
      Vice President

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EX-99.(G)(1)

EXHIBIT (g)(1)

BUILD AMERICA BOND PORTFOLIO

October 19, 2009

Build America Bond Portfolio hereby adopts and agrees to become a party to the attached Custodian Agreement as amended and extended with State Street Bank and Trust Company (formerly Investors Bank & Trust Company).

BUILD AMERICA BOND PORTFOLIO

By: /s/ Barbara E. Campbell                     
      Barbara E. Campbell
      Treasurer, and not Individually

Accepted and agreed to:

STATE STREET BANK AND TRUST COMPANY

By: /s/ Joseph C. Antonellis                    
      Joseph C. Antonellis
      Managing Director

MASTER CUSTODIAN AGREEMENT

between

EATON VANCE HUB PORTFOLIOS

and

INVESTORS BANK & TRUST COMPANY

TABLE OF CONTENTS

1.	Definitions	1-2
2.	Employment of Custodian and Property to be Held by It	2-3
3.	Duties of the Custodian with Respect to
	Property of the Trust	3
	A.    Safekeeping and Holding of Property	3
	B.    Delivery of Securities	3-5
	C.    Registration of Securities	6
	D.    Bank Accounts	6
	E.    Payments for Interests, or Increases in Interests,
	in the Trust	6
	F.    Investment and Availability of Federal Funds	6
	G.    Collections	6-7
	H.    Payment of Trust Monies	7-8
	I.     Liability for Payment in Advance of
	Receipt of Securities Purchased	8-9
	J.    Payments for Repurchases or Redemptions
	of Interests of the Trust	9
	K.    Appointment of Agents by the Custodian	9
	L.    Deposit of Trust Portfolio Securities in Securities
	Systems	9-11
	M.    Deposit of Trust Commercial Paper in an Approved
	Book-Entry System for Commercial Paper	11-12
	N.    Segregated Account	13
	O.    Ownership Certificates for Tax Purposes	13
	P.    Proxies	13
	Q.    Communications Relating to Trust Portfolio	13
	Securities

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	R.	Exercise of Rights; Tender Offers	14
	S.	Depository Receipts	14
	T.	Interest Bearing Call or Time Deposits	14-15
	U.	Options, Futures Contracts and Foreign
		Currency Transactions	15-16
	V.	Actions Permitted Without Express Authority	16
	W.	Advances by the Bank	16
4.	Duties of Bank with Respect to Books of Account and
	Calculations of Net Asset Value		17
5.	Records and Miscellaneous Duties		17-18
6.	Opinion of Trust’s Independent Public Accountants		18
7.	Compensation and Expenses of Bank		18
8.	Responsibility of Bank		18-19
9.	Persons Having Access to Assets of the Trust		19
10.	Effective Period, Termination and Amendment;
	Successor Custodian		19-20
11.	Interpretive and Additional Provisions		20
12.	Notices		20
13.	Massachusetts Law to Apply		20
14.	Adoption of the Agreement by the Trust		21

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MASTER CUSTODIAN AGREEMENT

     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.

     Whereas, each such investment company is registered under the Investment Company Act of 1940 and has appointed the Bank to act as Custodian of its property and to perform certain duties as its Agent, as more fully hereinafter set forth; and

     Whereas, the Bank is willing and able to act as each such investment company’s Custodian and Agent, subject to and in accordance with the provisions hereof;

     Now, therefore, in consideration of the premises and of the mutual covenants and agreements herein contained, each such investment company and the Bank agree as follows:

1. Definitions

     Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

     (a) “Trust” shall mean the investment company which has adopted this Agreement.

     (b) “Board” shall mean the board of trustees of the Trust.

     (c) “The Depository Trust Company”, a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository and which has been specifically approved as a securities depository for the Trust by the Board.

     (d) “Participants Trust Company”, a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository and which has been specifically approved as a securities depository for the Trust by the Board.

     (e) “Approved Clearing Agency” shall mean any other domestic clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository but only if the Custodian has received a certified copy of a resolution of the Board approving such clearing agency as a securities depository for the Trust.

     (f) “Federal Book-Entry System” shall mean the book-entry system referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for United States and federal agency securities (i.e., as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry regulations of federal agencies substantially in the form of Subpart O).

     (g) “Approved Foreign Securities Depository” shall mean a foreign securities depository or clearing agency referred to in Rule 17f-4 under the Investment Company Act of 1940 for foreign securities but only if the Custodian has received a certified copy of a resolution of the Board approving such depository or clearing agency as a foreign securities depository for the Trust.

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     (h) “Approved Book-Entry System for Commercial Paper” shall mean a system maintained by the Custodian or by a subcustodian employed pursuant to Section 2 hereof for the holding of commercial paper in book-entry form but only if the Custodian has received a certified copy of a resolution of the Board approving the participation by the Trust in such system.

     (i) The Custodian shall be deemed to have received “proper instructions” in respect of any of the matters referred to in this Agreement upon receipt of written or facsimile instructions signed by such one or more person or persons as the Board shall have from time to time authorized to give the particular class of instructions in question. Different persons may be authorized to give instructions for different purposes. A certified copy of a resolution of the Board may be received and accepted by the Custodian as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary. Such instructions may be general or specific in terms and, where appropriate, may be standing instructions. Unless the resolution delegating authority to any person or persons to give a particular class of instructions specifically requires that the approval of any person, pe rsons or committee shall first have been obtained before the Custodian may act on instructions of that class, the Custodian shall be under no obligation to question the right of the person or persons giving such instructions in so doing. Oral instructions will be considered proper instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Trust shall cause all oral instructions to be confirmed in writing. The Trust authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian. Upon receipt of a certificate signed by two officers of the Trust as to the authorization by the President and the Treasurer of the Trust accompanied by a detailed description of the communication procedures approved by the President and the Treasurer of the Trust, “proper instructions” may also include communications effected directly between electromechanical or ele ctronic devices provided that the President and Treasurer of the Trust and the Custodian are satisfied that such procedures afford adequate safeguards for the Trust’s assets. In performing its duties generally, and more particularly in connection with the purchase, sale and exchange of securities made by or for the Trust, the Custodian may take cognizance of the provisions of the governing documents and registration statement of the Trust as the same may from time to time be in effect (and resolutions or proceedings of the holders of interests in the Trust or the Board), but, nevertheless, except as otherwise expressly provided herein, the Custodian may assume unless and until notified in writing to the contrary that so-called proper instructions received by it are not in conflict with or in any way contrary to any provisions of such governing documents and registration statement, or resolutions or proceedings of the holders of interests in the Trust or the Board.

     (j) The term “Vote” when used with respect to the Board or the Holders of Interests in the Trust shall include a vote, resolution, consent, proceeding and other action taken by the Board or Holders in accordance with the Declaration of Trust or By-Laws of the Trust.

2. Employment of Custodian and Property to be Held by It

     The Trust hereby appoints and employs the Bank as its Custodian and Agent in accordance with and subject to the provisions hereof, and the Bank hereby accepts such appointment and employment. The Trust agrees to deliver to the Custodian all securities, participation interests, cash and other assets owned by it, and all payments of income, payments of principal and capital distributions and adjustments received by it with respect to all securities and participation interests owned by the Trust from time to time, and the cash consideration received by it from time to time in exchange for an interest in the Trust or for an increase in such an interest. The Custodian shall not be responsible for any property of the Trust held by the Trust and not delivered by the Trust to the Custodian. The Trust will also deliver to the Bank

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from time to time copies of its currently effective declaration of trust, by-laws, registration statement and placement agent agreement with its placement agent, together with such resolutions, and other proceedings of the Trust as may be necessary for or convenient to the Bank in the performance of its duties hereunder.

     The Custodian may from time to time employ one or more subcustodians to perform such acts and services upon such terms and conditions as shall be approved from time to time by the Board. Any such subcustodian so employed by the Custodian shall be deemed to be the agent of the Custodian, and the Custodian shall remain primarily responsible for the securities, participation interests, moneys and other property of the Trust held by such subcustodian. Any foreign subcustodian shall be a bank or trust company which is an eligible foreign custodian within the meaning of Rule 17f-5 under the Investment Company Act of 1940, and the foreign custody arrangements shall be approved by the Board and shall be in accordance with and subject to the provisions of said Rule. For the purposes of this Agreement, any property of the Trust held by any such subcustodian (domestic or foreign) shall be deemed to be held by the Custodian under the terms of this Agreement.

3. Duties of the Custodian with Respect to Property of the Trust

A.	Safekeeping and Holding of Property The Custodian shall keep safely all property of the
	Trust and on behalf of the Trust shall from time to time receive delivery of Trust property
	for safekeeping. The Custodian shall hold, earmark and segregate on its books and records
	for the account of the Trust all property of the Trust, including all securities, participation
	interests and other assets of the Trust (1) physically held by the Custodian, (2) held by any
	subcustodian referred to in Section 2 hereof or by any agent referred to in Paragraph K
	hereof, (3) held by or maintained in The Depository Trust Company or in Participants
	Trust Company or in an Approved Clearing Agency or in the Federal Book-Entry System
	or in an Approved Foreign Securities Depository, each of which from time to time is
	referred to herein as a “Securities System”, and (4) held by the Custodian or by any
	subcustodian referred to in Section 2 hereof and maintained in any Approved Book-Entry
	System for Commercial Paper.
B.	Delivery of Securities The Custodian shall release and deliver securities or participation
	interests owned by the Trust held (or deemed to be held) by the Custodian or maintained
	in a Securities System account or in an Approved Book-Entry System for Commercial
	Paper account only upon receipt of proper instructions, which may be continuing
	instructions when deemed appropriate by the parties, and only in the following cases:

1)	Upon sale of such securities or participation interests for the account of
the Trust, but only against receipt of payment therefor; if delivery is made in
Boston or New York City, payment therefor shall be made in accordance with
generally accepted clearing house procedures or by use of Federal Reserve Wire
System procedures; if delivery is made elsewhere payment therefor shall be in
accordance with the then current “street delivery” custom or in accordance with
such procedures agreed to in writing from time to time by the parties hereto; if
the sale is effected through a Securities System, delivery and payment therefor
shall be made in accordance with the provisions of Paragraph L hereof; if the sale
of commercial paper is to be effected through an Approved Book-Entry System
for Commercial Paper, delivery and payment therefor shall be made in
accordance with the provisions of Paragraph M hereof; if the securities are to be
sold outside the United States, delivery may be made in accordance with

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procedures agreed to in writing from time to time by the parties hereto; for the
purposes of this subparagraph, the term “sale” shall include the disposition of a
portfolio security (i) upon the exercise of an option written by the Trust and (ii)
upon the failure by the Trust to make a successful bid with respect to a portfolio
security, the continued holding of which is contingent upon the making of such a
bid;
2)	Upon the receipt of payment in connection with any repurchase
agreement or reverse repurchase agreement relating to such securities and entered
into by the Trust;
3)	To the depository agent in connection with tender or other similar offers
for portfolio securities of the Trust;
4)	To the issuer thereof or its agent when such securities or participation
interests are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be delivered to the
Custodian or any subcustodian employed pursuant to Section 2 hereof;
5)	To the issuer thereof, or its agent, for transfer into the name of the Trust
or into the name of any nominee of the Custodian or into the name or nominee
name of any agent appointed pursuant to Paragraph K hereof or into the name or
nominee name of any subcustodian employed pursuant to Section 2 hereof; or for
exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided that,
in any such case, the new securities or participation interests are to be delivered
to the Custodian or any subcustodian employed pursuant to Section 2 hereof;
6)	To the broker selling the same for examination in accordance with the
“street delivery” custom; provided that the Custodian shall adopt such procedures
as the Trust from time to time shall approve to ensure their prompt return to the
Custodian by the broker in the event the broker elects not to accept them;
7)	For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to provisions for conversion of such
securities, or pursuant to any deposit agreement; provided that, in any such case,
the new securities and cash, if any, are to be delivered to the Custodian or any
subcustodian employed pursuant to Section 2 hereof;
8)	In the case of warrants, rights or similar securities, the surrender thereof
in connection with the exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian or any subcustodian employed pursuant to Section 2
hereof;

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9)	For delivery in connection with any loans of securities made by the Trust
(such loans to be made pursuant to the terms of the Trust’s current registration
statement), but only against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Trust, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities; except that in connection with any securities loans for which
collateral is to be credited to the Custodian’s account in the book-entry system
authorized by the U.S. Department of Treasury, the Custodian will not be held
liable or responsible for the delivery of securities loaned by the Trust prior to the
receipt of such collateral;
10)	For delivery as security in connection with any borrowings by the Trust
requiring a pledge or hypothecation of assets by the Trust (if then permitted
under circumstances described in the current registration statement of the Trust),
provided, that the securities shall be released only upon payment to the Custodian
of the monies borrowed, except that in cases where additional collateral is
required to secure a borrowing already made, further securities may be released
for that purpose; upon receipt of proper instructions, the Custodian may pay any
such loan upon redelivery to it of the securities pledged or hypothecated therefor
and upon surrender of the note or notes evidencing the loan;
11)	When required for delivery in connection with any redemption or
repurchase of an interest in the Trust in accordance with the provisions of
Paragraph J hereof;
12)	For delivery in accordance with the provisions of any agreement between
the Custodian (or a subcustodian employed pursuant to Section 2 hereof) and a
broker-dealer registered under the Securities Exchange Act of 1934 and, if
necessary, the Trust, relating to compliance with the rules of The Options
Clearing Corporation or of any registered national securities exchange, or of any
similar organization or organizations, regarding deposit or escrow or other
arrangements in connection with options transactions by the Trust;
13)	For delivery in accordance with the provisions of any agreement among
the Trust, the Custodian (or a subcustodian employed pursuant to Section 2
hereof), and a futures commissions merchant, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or of any contract
market or commodities exchange or similar organization, regarding futures
margin account deposits or payments in connection with futures transactions by
the Trust;
14)	For any other proper corporate purpose, but only upon receipt of, in
addition to proper instructions, a certified copy of a resolution of the Board
specifying the securities to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be proper corporate purpose,
and naming the person or persons to whom delivery of such securities shall be
made.

5

C.	Registration of Securities Securities held by the Custodian (other than bearer securities) for
	the account of the Trust shall be registered in the name of the Trust or in the name of any
	nominee of the Trust or of any nominee of the Custodian, or in the name or nominee name
	of any agent appointed pursuant to Paragraph K hereof, or in the name or nominee name of
	any subcustodian employed pursuant to Section 2 hereof, or in the name or nominee name
	of The Depository Trust Company or Participants Trust Company or Approved Clearing
	Agency or Federal Book-Entry System or Approved Book-Entry System for Commercial
	Paper; provided, that securities are held in an account of the Custodian or of such agent or
	of such subcustodian containing only assets of the Trust or only assets held by the
	Custodian or such agent or such subcustodian as a custodian or subcustodian or in a
	fiduciary capacity for customers. All certificates for securities accepted by the Custodian
	or any such agent or subcustodian on behalf of the Trust shall be in “street” or other good
	delivery form or shall be returned to the selling broker or dealer who shall be advised of the
	reason thereof.
D.	Bank Accounts The Custodian shall open and maintain a separate bank account or
	accounts in the name of the Trust, subject only to draft or order by the Custodian acting
	in pursuant to the terms of this Agreement, and shall hold in such account or accounts,
	subject to the provisions hereof, all cash received by it from or for the account of the
	Trust other than cash maintained by the Trust in a bank account established and used in
	accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by
	the Custodian for the Trust may be deposited by it to its credit as Custodian in the
	Banking Department of the Custodian or in such other banks or trust companies as the
	Custodian may in its discretion deem necessary or desirable; provided, however, that
	every such bank or trust company shall be qualified to act as a custodian under the
	Investment Company Act of 1940 and that each such bank or trust company and the
	funds to be deposited with each such bank or trust company shall be approved in writing
	by two officers of the Trust. Such funds shall be deposited by the Custodian in its
	capacity as Custodian and shall be subject to withdrawal only by the Custodian in that
	capacity.
E.	Payments for Interests, or Increases in Interests, in the Trust The Custodian shall make
	appropriate arrangements with the Transfer Agent of the Trust to enable the Custodian to
	make certain it promptly receives the cash or other consideration due to the Trust for
	payment of interests in the Trust, or increases in such interests, in accordance with the
	governing documents and registration statement of the Trust. The Custodian will provide
	prompt notification to the Trust of any receipt by it of such payments.
F.	Investment and Availability of Federal Funds Upon agreement between the Trust and the
	Custodian, the Custodian shall, upon the receipt of proper instructions, which may be
	continuing instructions when deemed appropriate by the parties, invest in such securities
	and instruments as may be set forth in such instructions on the same day as received all
	federal funds received after a time agreed upon between the Custodian and the Trust.
G.	Collections The Custodian shall promptly collect all income and other payments with
	respect to registered securities held hereunder to which the Trust shall be entitled either
	by law or pursuant to custom in the securities business, and shall promptly collect all
	income and other payments with respect to bearer securities if, on the date of payment by

6

	the issuer, such securities are held by the Custodian or agent thereof and shall credit such
	income, as collected, to the Trust’s custodian account. The Custodian shall do all things
	necessary and proper in connection with such prompt collections and, without limiting
	the generality of the foregoing, the Custodian shall
		1)	Present for payment all coupons and other income items requiring
		presentations;
		2)	Present for payment all securities which may mature or be called,
		redeemed, retired or otherwise become payable;
		3)	Endorse and deposit for collection, in the name of the Trust, checks,
		drafts or other negotiable instruments;
		4)	Credit income from securities maintained in a Securities System or in
		an Approved Book-Entry System for Commercial Paper at the time funds
		become available to the Custodian; in the case of securities maintained in The
		Depository Trust Company funds shall be deemed available to the Trust not
		later than the opening of business on the first business day after receipt of
		such funds by the Custodian.
	The Custodian shall notify the Trust as soon as reasonably practicable whenever
	income due on any security is not promptly collected. In any case in which the
	Custodian does not receive any due and unpaid income after it has made demand for
	the same, it shall immediately so notify the Trust in writing, enclosing copies of any
	demand letter, any written response thereto, and memoranda of all oral responses
	thereto and to telephonic demands, and await instructions from the Trust; the
	Custodian shall in no case have any liability for any nonpayment of such income
	provided the Custodian meets the standard of care set forth in Section 8 hereof. The
	Custodian shall not be obligated to take legal action for collection unless and until
	reasonably indemnified to its satisfaction.
	The Custodian shall also receive and collect all stock dividends, rights and other
	items of like nature, and deal with the same pursuant to proper instructions relative
	thereto.
H.	Payment of Trust Monies Upon receipt of proper instructions, which may be continuing
	instructions when deemed appropriate by the parties, the Custodian shall pay out monies of
	the Trust in the following cases only:
	1)	Upon the purchase of securities, participation interests, options, futures
	contracts, forward contracts and options on futures contracts purchased for the
	account of the Trust but only (a) against the receipt of
		(i) such securities registered as provided in Paragraph C hereof or in
	proper form for transfer or
		(ii) detailed instructions signed by an officer of the Trust regarding the
	participation interests to be purchased or

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	(iii) written confirmation of the purchase by the Trust of the options,
	futures contracts, forward contracts or options on futures contracts by the
	Custodian (or by a subcustodian employed pursuant to Section 2 hereof or by a
	clearing corporation of a national securities exchange of which the Custodian is a
	member or by any bank, banking institution or trust company doing business in
	the United States or abroad which is qualified under the Investment Company
	Act of 1940 to act as a custodian and which has been designated by the
	Custodian as its agent for this purpose or by the agent specifically designated in
	such instructions as representing the purchasers of a new issue of privately placed
	securities); (b) in the case of a purchase effected through a Securities System,
	upon receipt of the securities by the Securities System in accordance with the
	conditions set forth in Paragraph L hereof; (c) in the case of a purchase of
	commercial paper effected through an Approved Book-Entry System for
	Commercial Paper, upon receipt of the paper by the Custodian or subcustodian in
	accordance with the conditions set forth in Paragraph M hereof; (d) in the case of
	repurchase agreements entered into between the Trust and another bank or a
	broker-dealer, against receipt by the Custodian of the securities underlying the
	repurchase agreement either in certificate form or through an entry crediting the
	Custodian’s segregated, non-proprietary account at the Federal Reserve Bank of
	Boston with such securities along with written evidence of the agreement by the
	bank or broker-dealer to repurchase such securities from the Trust; or (e) with
	respect to securities purchased outside of the United States, in accordance with
	written procedures agreed to from time to time in writing by the parties hereto;
	2) When required in connection with the conversion, exchange or surrender of
	securities owned by the Trust as set forth in Paragraph B hereof;
	3) When required for the reduction or redemption of an interest in the Trust in
	accordance with the provisions of Paragraph J hereof;
	4) For the payment of any expense or liability incurred by the Trust, including
	but not limited to the following payments for the account of the Trust: advisory
	fees, interest, taxes, management compensation and expenses, accounting,
	transfer agent and legal fees, and other operating expenses of the Trust whether
	or not such expenses are to be in whole or part capitalized or treated as deferred
	expenses;
	5) For distributions or payment to Holders of Interest in the Trust; and
	6) For any other proper corporate purpose, but only upon receipt of, in addition
	to proper instructions, a certified copy of a resolution of the Board, specifying the
	amount of such payment, setting forth the purpose for which such payment is to
	be made, declaring such purpose to be a proper corporate purpose, and naming
	the person or persons to whom such payment is to be made.
I.	Liability for Payment in Advance of Receipt of Securities Purchased In any and every
	case where payment for purchase of securities for the account of the Trust is made by the
	Custodian in advance of receipt of the securities purchased in the absence of specific
	written instructions signed by two officers of the Trust to so pay in advance, the
	Custodian shall be absolutely liable to the Trust for such securities to the same extent as

8

	if the securities had been received by the Custodian; except that in the case of a
	repurchase agreement entered into by the Trust with a bank which is a member of the
	Federal Reserve System, the Custodian may transfer trusts to the account of such bank
	prior to the receipt of (i) the securities in certificate form subject to such repurchase
	agreement or (ii) written evidence that the securities subject to such repurchase
	agreement have been transferred by book-entry into a segregated non-proprietary account
	of the Custodian maintained with the Federal Reserve Bank of Boston or (iii) the
	safekeeping receipt, provided that such securities have in fact been so transferred by
	book-entry and the written repurchase agreement is received by the Custodian in due
	course; and except that if the securities are to be purchased outside the United States,
	payment may be made in accordance with procedures agreed to in writing from time to
	time by the parties hereto.
J.	Payments for Repurchases or Redemptions of Interests in the Trust From such funds as
	may be available for the purpose, but subject to any applicable resolutions of the Board
	and the current procedures of the Trust, the Custodian shall, upon receipt of written
	instructions from the Trust or from the Trust’s Transfer Agent, make funds and/or
	portfolio securities available for payment to Holders of Interest in the Trust who have
	caused the amount of their interests to be reduced, or for their interest to be redeemed.
K.	Appointment of Agents by the Custodian The Custodian may at any time or times in its
	discretion appoint (and may at any time remove) any other bank or trust company
	(provided such bank or trust company is itself qualified under the Investment Company
	Act of 1940 to act as a custodian or is itself an eligible foreign custodian within the
	meaning of Rule 17f-5 under said Act) as the agent of the Custodian to carry out such of
	the duties and functions of the Custodian described in this Section 3 as the Custodian
	may from time to time direct; provided, however, that the appointment of any such agent
	shall not relieve the Custodian of any of its responsibilities or liabilities hereunder, and as
	between the Trust and the Custodian the Custodian shall be fully responsible for the acts
	and omissions of any such agent. For the purposes of this Agreement, any property of
	the Trust held by any such agent shall be deemed to be held by the Custodian hereunder.
L.	Deposit of Trust Portfolio Securities in Securities Systems The Custodian may deposit
	and/or maintain securities owned by the Trust

(1)	in The Depository Trust Company;
(2)	in Participants Trust Company;
(3)	in any other Approved Clearing Agency;
(4)	in the Federal Book-Entry System; or
(5)	in an Approved Foreign Securities Depository in each case only in accordance
	with applicable Federal Reserve Board and Securities and Exchange
	Commission rules and regulations, and at all times subject to the following
	provisions:

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(a) The Custodian may (either directly or through one or more subcustodians employed 

pursuant to Section 2 keep securities of the Trust in a Securities System provided that 

such securities are maintained in a non-proprietary account (“Account”) of the Custodian 

or such subcustodian in the Securities System which shall not include any assets of the 

Custodian or such subcustodian or any other person other than assets held by the 

Custodian or such subcustodian as a fiduciary, custodian, or otherwise for its customers. 

(b) The records of the Custodian with respect to securities of the Trust which are 

maintained in a Securities System shall identify by book-entry those securities belonging 

to the Trust, and the Custodian shall be fully and completely responsible for maintaining 

a recordkeeping system capable of accurately and currently stating the Trust’s holdings 

maintained in each such Securities System. 

(c) The Custodian shall pay for securities purchased in book-entry form for the account 

of the Trust only upon (i) receipt of notice or advice from the Securities System that such 

securities have been transferred to the Account, and (ii) the making of any entry on the 

records of the Custodian to reflect such payment and transfer for the account of the Trust. 

The Custodian shall transfer securities sold for the account of the Trust only upon (i) 

receipt of notice or advice from the Securities System that payment for such securities 

has been transferred to the Account, and (ii) the making of an entry on the records of the 

Custodian to reflect such transfer and payment for the account of the Trust. Copies of all 

notices or advices from the Securities System of transfers of securities for the account of 

the Trust shall identify the Trust, be maintained for the Trust by the Custodian and be 

promptly provided to the Trust at its request. The Custodian shall promptly send to the 

Trust confirmation of each transfer to or from the account of the Trust in the form of a 

written advice or notice of each such transaction, and shall furnish to the Trust copies of 

daily transaction sheets reflecting each day’s transactions in the Securities System for the 

account of the Trust on the next business day. 

(d) The Custodian shall promptly send to the Trust any report or other communication 

received or obtained by the Custodian relating to the Securities System’s accounting 

system, system of internal accounting controls or procedures for safeguarding securities 

deposited in the Securities System; the Custodian shall promptly send to the Trust any 

report or other communication relating to the Custodian’s internal accounting controls 

and procedures for safeguarding securities deposited in any Securities System; and the 

Custodian shall ensure that any agent appointed pursuant to Paragraph K hereof or any 

subcustodian employed pursuant to Section 2 hereof shall promptly send to the Trust and 

to the Custodian any report or other communication relating to such agent’s or 

subcustodian’s internal accounting controls and procedures for safeguarding securities 

deposited in any Securities System. The Custodian’s books and records relating to the 

Trust’s participation in each Securities System will at all times during regular business 

hours be open to the inspection of the Trust’s authorized officers, employees or agents. 

(e) The Custodian shall not act under this Paragraph L in the absence of receipt of a 

certificate of an officer of the Trust that the Board has approved the use of a particular 

Securities System; the Custodian shall also obtain appropriate assurance from the officers 

of the Trust that the Board has annually reviewed the continued use by the Trust of each 

Securities System, and the Trust shall promptly notify the Custodian if the use of a 

Securities System is to be discontinued; at the request of the Trust, the Custodian will 

terminate the use of any such Securities System as promptly as practicable. 

10

	(f) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be
	liable to the Trust for any loss or damage to the Trust resulting from use of the Securities
	System by reason of any negligence, misfeasance or misconduct of the Custodian or any
	of its agents or subcustodians or of any of its or their employees or from any failure of
	the Custodian or any such agent or subcustodian to enforce effectively such rights as it
	may have against the Securities System or any other person; at the election of the Trust, it
	shall be entitled to be subrogated to the rights of the Custodian with respect to any claim
	against the Securities System or any other person which the Custodian may have as a
	consequence of any such loss or damage if and to the extent that the Trust has not been
	made whole for any such loss or damage.
M.	Deposit of Trust Commercial Paper in an Approved Book-Entry System for Commercial
	Paper Upon receipt of proper instructions with respect to each issue of direct issue
	commercial paper purchased by the Trust, the Custodian may deposit and/or maintain
	direct issue commercial paper owned by the Trust in any Approved Book-Entry System
	for Commercial Paper, in each case only in accordance with applicable Securities and
	Exchange Commission rules, regulations, and no-action correspondence, and at all times
	subject to the following provisions:
	(a) The Custodian may (either directly or through one or more subcustodians employed
	pursuant to Section 2) keep commercial paper of the Trust in an Approved Book-Entry
	System for Commercial Paper, provided that such paper is issued in book entry form by
	the Custodian or subcustodian on behalf of an issuer with which the Custodian or
	subcustodian has entered into a book-entry agreement and provided further that such
	paper is maintained in a non-proprietary account (“Account”) of the Custodian or such
	subcustodian in an Approved Book-Entry System for Commercial Paper which shall not
	include any assets of the Custodian or such subcustodian or any other person other than
	assets held by the Custodian or such subcustodian as a fiduciary, custodian, or otherwise
	for its customers.
	(b) The records of the Custodian with respect to commercial paper of the Trust which is
	maintained in an Approved Book-Entry System for Commercial Paper shall identify by
	book-entry each specific issue of commercial paper purchased by the Trust which is
	included in the Securities System and shall at all times during regular business hours be
	open for inspection by authorized officers, employees or agents of the Trust. The
	Custodian shall be fully and completely responsible for maintaining a recordkeeping
	system capable of accurately and currently stating the Trust’s holdings of commercial
	paper maintained in each such System.
	(c) The Custodian shall pay for commercial paper purchased in book-entry form for the
	account of the Trust only upon contemporaneous (i) receipt of notice or advice from the
	issuer that such paper has been issued, sold and transferred to the Account, and (ii) the
	making of an entry on the records of the Custodian to reflect such purchase, payment and
	transfer for the account of the Trust. The Custodian shall transfer such commercial paper
	which is sold or cancel such commercial paper which is redeemed for the account of the
	Trust only upon contemporaneous (i) receipt of notice or advice that payment for such
	paper has been transferred to the Account, and (ii) the making of an entry on the records
	of the Custodian to reflect such transfer or redemption and payment for the account of the
	Trust. Copies of all notices, advices and confirmations of transfers of commercial paper

11

for the account of the Trust shall identify the Trust, be maintained for the Trust by the 

Custodian and be promptly provided to the Trust at its request. The Custodian shall 

promptly send to the Trust confirmation of each transfer to or from the account of the 

Trust in the form of a written advice or notice of each such transaction, and shall furnish 

to the Trust copies of daily transaction sheets reflecting each day’s transactions in the 

System for the account of the Trust on the next business day. 

(d) The Custodian shall promptly send to the Trust any report or other communication 

received or obtained by the Custodian relating to each System’s accounting system, 

system of internal accounting controls or procedures for safeguarding commercial paper 

deposited in the System; the Custodian shall promptly send to the Trust any report or 

other communication relating to the Custodian’s internal accounting controls and 

procedures for safeguarding commercial paper deposited in any Approved Book-Entry 

System for Commercial Paper; and the Custodian shall ensure that any agent appointed 

pursuant to Paragraph K hereof or any subcustodian employed pursuant to Section 2 

hereof shall promptly send to the Trust and to the Custodian any report or other 

communication relating to such agent’s or subcustodian’s internal accounting controls 

and procedures for safeguarding securities deposited in any Approved Book-Entry 

System for Commercial Paper. 

(e) The Custodian shall not act under this Paragraph M in the absence of receipt of a 

certificate of an officer of the Trust that the Board has approved the use of a particular 

Approved Book-Entry System for Commercial Paper; the Custodian shall also obtain 

appropriate assurance from the officers of the Trust that the Board has annually reviewed 

the continued use by the Trust of each Approved Book-Entry System for Commercial 

Paper, and the Trust shall promptly notify the Custodian if the use of an Approved Book- 

Entry System for Commercial Paper is to be discontinued; at the request of the Trust, the 

Custodian will terminate the use of any such System as promptly as practicable. 

(f) The Custodian (or subcustodian, if the Approved Book-Entry System for Commercial 

Paper is maintained by the subcustodian) shall issue physical commercial paper or 

promissory notes whenever requested to do so by the Trust or in the event of an 

electronic system failure which impedes issuance, transfer or custody of direct issue 

commercial paper by book-entry. 

(g) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be 

liable to the Trust for any loss or damage to the Trust resulting from use of any Approved 

Book-Entry System for Commercial Paper by reason of any negligence, misfeasance or 

misconduct of the Custodian or any of its agents or subcustodians or of any of its or their 

employees or from any failure of the Custodian or any such agent or subcustodian to 

enforce effectively such rights as it may have against the System, the issuer of the 

commercial paper or any other person; at the election of the Trust, it shall be entitled to 

be subrogated to the rights of the Custodian with respect to any claim against the System, 

the issuer of the commercial paper or any other person which the Custodian may have as 

a consequence of any such loss or damage if and to the extent that the Trust has not been 

made whole for any such loss or damage. 

12

N.	Segregated Account The Custodian shall upon receipt of proper instructions establish
	and maintain a segregated account or accounts for and on behalf of the Trust, into which
	account or accounts may be transferred cash and/or securities, including securities
	maintained in an account by the Custodian pursuant to Paragraph L hereof, (i) in
	accordance with the provisions of any agreement among the Trust, the Custodian and any
	registered broker-dealer (or any futures commission merchant), relating to compliance
	with the rules of the Options Clearing Corporation and of any registered national
	securities exchange (or of the Commodity Futures Trading Commission or of any
	contract market or commodities exchange), or of any similar organization or
	organizations, regarding escrow or deposit or other arrangements in connection with
	transactions by the Trust, (ii) for purposes of segregating cash or U.S. Government
	securities in connection with options purchased, sold or written by the Trust or futures
	contracts or options thereon purchased or sold by the Trust, (iii) for the purposes of
	compliance by the Trust with the procedures required by Investment Company Act
	Release No. 10666, or any subsequent release or releases of the Securities and Exchange
	Commission relating to the maintenance of segregated accounts by registered investment
	companies and (iv) for other proper purposes, but only, in the case of clause (iv), upon
	receipt of, in addition to proper instructions, a certificate signed by two officers of the
	Trust, setting forth the purpose such segregated account and declaring such purpose to be
	a proper purpose.
O.	Ownership Certificates for Tax Purposes The Custodian shall execute ownership and
	other certificates and affidavits for all federal and state tax purposes in connection with
	receipt of income or other payments with respect to securities of the Trust held by it and
	in connection with transfers of securities.
P.	Proxies The Custodian shall, with respect to the securities held by it hereunder, cause to
	be promptly delivered to the Trust all forms of proxies and all notices of meetings and
	any other notices or announcements or other written information affecting or relating to
	the securities, and upon receipt of proper instructions shall execute and deliver or cause
	its nominee to execute and deliver such proxies or other authorizations as may be
	required. Neither the Custodian nor its nominee shall vote upon any of the securities or
	execute any proxy to vote thereon or give any consent or take any other action with
	respect thereto (except as otherwise herein provided) unless ordered to do so by proper
	instructions.
Q.	Communications Relating to Trust Portfolio Securities The Custodian shall deliver
	promptly to the Trust all written information (including, without limitation, pendency of
	call and maturities of securities and participation interests and expirations of rights in
	connection therewith and notices of exercise of call and put options written by the Trust
	and the maturity of futures contracts purchased or sold by the Trust) received by the
	Custodian from issuers and other persons relating to the securities and participation
	interests being held for the Trust. With respect to tender or exchange offers, the
	Custodian shall deliver promptly to the Trust all written information received by the
	Custodian from issuers and other persons relating to the securities and participation
	interests whose tender or exchange is sought and from the party (or his agents) making
	the tender or exchange offer.

13

R.	Exercise of Rights; Tender Offers In the case of tender offers, similar offers to purchase
	or exercise rights (including, without limitation, pendency of calls and maturities of
	securities and participation interests and expirations of rights in connection therewith and
	notices of exercise of call and put options and the maturity of futures contracts) affecting
	or relating to securities and participation interests held by the Custodian under this
	Agreement, the Custodian shall have responsibility for promptly notifying the Trust of all
	such offers in accordance with the standard of reasonable care set forth in Section 8
	hereof. For all such offers for which the Custodian is responsible as provided in this
	Paragraph R, the Trust shall have responsibility for providing the Custodian with all
	necessary instructions in timely fashion. Upon receipt of proper instructions, the
	Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either,
	warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold
	upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian
	that the new securities and cash, if any, acquired by such action are to be delivered to the
	Custodian or any subcustodian employed pursuant to Section 2 hereof. Upon receipt of
	proper instructions, the Custodian shall timely deposit securities upon invitations for
	tenders of securities upon proper receipt therefor and upon receipt of assurances
	satisfactory to the Custodian that the consideration to be paid or delivered or the tendered
	securities are to be returned to the Custodian or subcustodian employed pursuant to
	Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the
	Custodian shall take all necessary action, unless otherwise directed to the contrary by
	proper instructions, to comply with the terms of all mandatory or compulsory exchanges,
	calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter
	promptly notify the Trust in writing of such action.
S.	Depository Receipts The Custodian shall, upon receipt of proper instructions, surrender
	or cause to be surrendered foreign securities to the depository used by an issuer of
	American Depository Receipts or International Depository Receipts (hereinafter
	collectively referred to as “ADRs”) for such securities, against a written receipt therefor
	adequately describing such securities and written evidence satisfactory to the Custodian
	that the depository has acknowledged receipt of instructions to issue with respect to such
	securities in the name of a nominee of the Custodian or in the name or nominee name of
	any subcustodian employed pursuant to Section 2 hereof, for delivery to the Custodian or
	such subcustodian at such place as the Custodian or such subcustodian may from time to
	time designate. The Custodian shall, upon receipt of proper instructions, surrender ADRs
	to the issuer thereof against a written receipt therefor adequately describing the ADRs
	surrendered and written evidence satisfactory to the Custodian that the issuer of the
	ADRs has acknowledged receipt of instructions to cause its depository to deliver the
	securities underlying such ADRs to the Custodian or to a subcustodian employed
	pursuant to Section 2 hereof.
T.	Interest Bearing Call or Time Deposits The Custodian shall, upon receipt of proper
	instructions, place interest bearing fixed term and call deposits with the banking
	department of such banking institution (other than the Custodian) and in such amounts as
	the Trust may designate. Deposits may be denominated in U.S. Dollars or other
	currencies. The Custodian shall include in its records with respect to the assets of the
	Trust appropriate notation as to the amount and currency of each such deposit, the
	accepting banking institution and other appropriate details and shall retain such forms of
	advice or receipt evidencing the deposit, if any, as may be forwarded to the Custodian by
	the banking institution. Such deposits shall be deemed portfolio securities of the Trust

14

	for the purposes of this Agreement, and the Custodian shall be responsible for the
	collection of income from such accounts and the transmission of cash to and from such
	accounts.
U.	Options, Futures Contracts and Foreign Currency Transactions
	1. Options. The Custodian shall, upon receipt of proper instructions and in accordance
	with the provisions of any agreement between the Custodian, any registered broker-dealer
	and, if necessary, the Trust, relating to compliance with the rules of the Options Clearing
	Corporation or of any registered national securities exchange or similar organization or
	organizations, receive and retain confirmations or other documents, if any, evidencing the
	purchase or writing of an option on a security or securities index or other financial
	instrument or index by the Trust; deposit and maintain in a segregated account for the
	Trust, either physically or by book-entry in a Securities System, securities subject to a
	covered call option written by the Trust; and release and/or transfer such securities or
	other assets only in accordance with a notice or other communication evidencing the
	expiration, termination or exercise of such covered option furnished by the Options
	Clearing Corporation, the securities or options exchange on which such covered option is
	traded or such other organization as may be responsible for handling such options
	transactions. The Custodian and the broker-dealer shall be responsible for the sufficiency
	of assets held in the Trust’s segregated account in compliance with applicable margin
	maintenance requirements.
	2. Futures Contracts The Custodian shall, upon receipt of proper instructions,
	receive and retain confirmations and other documents, if any, evidencing the purchase or
	sale of a futures contract or an option on a futures contract by the Trust; deposit and
	maintain in a segregated account, for the benefit of any futures commission merchant,
	assets designated by the Trust as initial, maintenance or variation “margin” deposits
	(including mark-to-market payments) intended to secure the Trust’s performance of its
	obligations under any futures contracts purchased or sold or any options on futures
	contracts written by Trust, in accordance with the provisions of any agreement or
	agreements among the Trust, the Custodian and such futures commission merchant,
	designed to comply with the rules of the Commodity Futures Trading Commission and/or
	of any contract market or commodities exchange or similar organization regarding such
	margin deposits or payments; and release and/or transfer assets in such margin accounts
	only in accordance with any such agreements or rules. The Custodian and the futures
	commission merchant shall be responsible for the sufficiency of assets held in the
	segregated account in compliance with the applicable margin maintenance and mark-to-
	market payment requirements.
	3. Foreign Exchange Transactions The Custodian shall, pursuant to proper instructions,
	enter into or cause a subcustodian to enter into foreign exchange contracts or options to
	purchase and sell foreign currencies for spot and future delivery on behalf and for the
	account of the Trust. Such transactions may be undertaken by the Custodian or
	subcustodian with such banking or financial institutions or other currency brokers, as set
	forth in proper instructions. Foreign exchange contracts and options shall be deemed to
	be portfolio securities of the Trust; and accordingly, the responsibility of the Custodian
	therefor shall be the same as and no greater than the Custodian’s responsibility in respect
	of other portfolio securities of the Trust. The Custodian shall be responsible for the
	transmittal to and receipt of cash from the currency broker or banking or financial

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	institution with which the contract or option is made, the maintenance of proper records
	with respect to the transaction and the maintenance of any segregated account required in
	connection with the transaction. The Custodian shall have no duty with respect to the
	selection of the currency brokers or banking or financial institutions with which the Trust
	deals or for their failure to comply with the terms of any contract or option. Without
	limiting the foregoing, it is agreed that upon receipt of proper instructions and insofar as
	funds are made available to the Custodian for the purpose, the Custodian may (if
	determined necessary by the Custodian to consummate a particular transaction on behalf
	and for the account of the Trust) make free outgoing payments of cash in the form of U.S.
	dollars or foreign currency before receiving confirmation of a foreign exchange contract
	or confirmation that the countervalue currency completing the foreign exchange contract
	has been delivered or received. The Custodian shall not be responsible for any costs and
	interest charges which may be incurred by the Trust or the Custodian as a result of the
	failure or delay of third parties to deliver foreign exchange; provided that the Custodian
	shall nevertheless be held to the standard of care set forth in, and shall be liable to the
	Trust in accordance with, the provisions of Section 8.
V.	Actions Permitted Without Express Authority The Custodian may in its discretion,
	without express authority from the Trust:
	1) make payments to itself or others for minor expenses of handling securities or
	other similar items relating to its duties under this Agreement, provided, that all such
	payments shall be accounted for by the Custodian to the Treasurer of the Trust;
	2) surrender securities in temporary form for securities in definitive form;
	3) endorse for collection, in the name of the Trust, checks, drafts and other
	negotiable instruments; and
	4) in general, attend to all nondiscretionary details in connection with the sale, exchange,
	substitution, purchase, transfer and other dealings with the securities and property of the
	Trust except as otherwise directed by the Trust.
W.	Advances by the Bank. The Bank may, in its sole discretion, advance funds on behalf of
	the Fund to make any payment permitted by this Agreement upon receipt of any proper
	authorization required by this Agreement for such payments by the Fund. Should such a
	payment or payments, with advanced funds, result in an overdraft (due to insufficiencies
	of the Fund’s account with the Bank, or for any other reason) this Agreement deems any
	such overdraft or related indebtedness a loan made by the Bank to the Fund payable on
	demand. Such overdraft shall bear interest at the current rate charged by the Bank for
	such secured loans unless the Fund shall provide the Bank with agreed upon
	compensating balances. The Fund agrees that the Bank shall have a continuing lien and
	security interest to the extent of any overdraft or indebtedness or the extent required by
	law, whichever is greater, in and to any property at any time held by it for the Fund’s
	benefit or in which the Fund has an interest and which is then in the Bank’s possession or
	control (or in the possession or control of any third party acting on the Bank’s behalf).
	The Fund authorizes the Bank, in the Bank’s sole discretion, at any time to charge any
	overdraft or indebtedness, together with interest due thereon, against any balance of
	account standing to the credit of the Fund on the Bank’s books.

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4.   Duties of Bank with Respect to Books of Account and Calculations of Net Asset Value

     The Bank shall as Agent (or as Custodian, as the case may be) keep such books of account (including records showing the adjusted tax costs of the Trust’s portfolio securities) and render as at the close of business on each day a detailed statement of the amounts received or paid out and of securities received or delivered for the account of the Trust during said day and such other statements, including a daily trial balance and inventory of the Trust’s portfolio securities; and shall furnish such other financial information and data as from time to time requested by the Treasurer or any executive officer of the Trust; and shall compute and determine, as of the close of business of the New York Stock Exchange, or at such other time or times as the Board may determine, the net asset value of the Trust and the net asset value of each interest in the Trust, such computations and determinations to be made in accordance with the governing documents of the Trust and the votes and instructions of the Board and of the investment adviser at the time in force and applicable, and promptly notify the Trust and its investment adviser and such other persons as the Trust may request of the result of such computation and determination. In computing the net asset value the Custodian may rely upon security quotations received by telephone or otherwise from sources or pricing services designated by the Trust by proper instructions, and may further rely upon information furnished to it by any authorized officer of the Trust relative (a) to liabilities of the Trust not appearing on its books of account, (b) to the existence, status and proper treatment of any reserve or reserves, (c) to any procedures or policies established by the Board regarding the valuation of portfolio securities or other assets, and (d) to the value to be assigned to any bond, note, debenture, Treasury bill, repurchase agreement, subscription right, security, participation interests or other as set or property for which market quotations are not readily available. The Custodian shall also compute and determine at such time or times as the Trust may designate the portion of each item which has significance for a holder of an interest in the Trust in computing and determining its federal income tax liability including, but not limited to, each item of income, expense and realized and unrealized gain or loss of the Trust which is attributable for Federal income tax purposes to each such holder.

5.   Records and Miscellaneous Duties

     The Bank shall create, maintain and preserve all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Trust under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Trust. All books of account and records maintained by the Bank in connection with the performance of its duties under this Agreement shall be the property of the Trust, shall at all times during the regular business hours of the Bank be open for inspection by authorized officers, employees or agents of the Trust, and in the event of termination of this Agreement shall be delivered to the Trust or to such other person or persons as shall be designated by the Trust. Disposition of any account or record after any required period of preservation shall be only in accordance with specific instructions received from the Trust. The Bank shall assist generally in the preparation of reports to holder of interest in the Trust, to the Securities and Exchange Commission, including Form N-SAR, and to others, audits of accounts, and other ministerial matters of like nature; and, upon request, shall furnish the Trust’s auditors with an attested inventory of securities held with appropriate information as to securities in transit or in the process of purchase or sale and with such other information as said auditors may from time to time request. The Custodian shall also maintain records of all receipts, deliveries and locations of such securities, together with a current inventory thereof, and shall conduct periodic verifications (including sampling counts at the Custodian) of certificates representing bonds and other

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securities for which it is responsible under this Agreement in such manner as the Custodian shall determine from time to time to be advisable in order to verify the accuracy of such inventory. The Bank shall not disclose or use any books or records it has prepared or maintained by reason of this Agreement in any manner except as expressly authorized herein or directed by the Trust, and the Bank shall keep confidential any information obtained by reason of this Agreement.

6.   Opinion of Trust’s Independent Public Accountants

     The Custodian shall take all reasonable action, as the Trust may from time to time request, to enable the Trust to obtain from year to year favorable opinions from the Trust’s independent public accountants with respect to its activities hereunder in connection with the preparation of the Trust’s registration statement and Form N-SAR or other periodic reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission.

7.   Compensation and Expenses of Bank

     The Bank shall be entitled to reasonable compensation for its services as Custodian and Agent, as agreed upon from time to time between the Trust and the Bank. The Bank shall be entitled to receive from the Trust on demand reimbursement for its cash disbursements, expenses and charges, including counsel fees, in connection with its duties as Custodian and Agent hereunder, but excluding salaries and usual overhead expenses.

8.   Responsibility of Bank

     So long as and to the extent that it is in the exercise of reasonable care, the Bank as Custodian and Agent shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties.

     The Bank as Custodian and Agent shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

     The Bank as Custodian and Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 2 hereof with respect to subcustodians and in subparagraph f of Paragraph L of Section 3 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-Entry System for Commercial Paper.

     The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to subcustodians generally in Section 2 hereof, provided that, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust to maintain custody of any securities or cash of the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, revolution, military or usurped powers, nuclear fission, fusion or radiation, earthquake, storm or other disturbance of nature or acts of God.

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     If the Trust requires the Bank in any capacity to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Bank, result in the Bank or its nominee assigned to the Trust being liable for the payment of money or incurring liability of some other form, the Trust, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

9.   Persons Having Access to Assets of the Trust

     (i) No trustee, officer, employee, or agent of the Trust shall have physical access to the assets of the Trust held by the Custodian or be authorized or permitted to withdraw any investments of the Trust, nor shall the Custodian deliver any assets of the Trust to any such person. No officer or director, employee or agent of the Custodian who holds any similar position with the Trust or the investment adviser or the administrator of the Trust shall have access to the assets of the Trust.

     (ii) Access to assets of the Trust held hereunder shall only be available to duly authorized officers, employees, representatives or agents of the Custodian or other persons or entities for whose actions the Custodian shall be responsible to the extent permitted hereunder, or to the Trust’s independent public accountants in connection with their auditing duties performed on behalf of the Trust.

     (iii) Nothing in this Section 9 shall prohibit any officer, employee or agent of the Trust or of the investment adviser of the Trust from giving instructions to the Custodian or executing a certificate so long as it does not result in delivery of or access to assets of the Trust prohibited by paragraph (i) of this Section 9.

10.   Effective Period, Termination and Amendment; Successor Custodian

     This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated by either party after August 31, 2000 by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, that the Trust may at any time by action of its Board, (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, in the event the Custodian assigns this Agreement to another party without consent of the non-interested trustees of the Trust, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Federal Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination (and shall likewise reimburse the Custodian for its costs, expenses and disbursements).

     This Agreement may be amended at any time by the written agreement of the parties hereto. If a majority of the non-interested trustees of any of the Trusts determines that the performance of the Custodian has been unsatisfactory or adverse to the interests of Trust holders of any Trust or Trusts or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Trust or Trusts shall give written notice to the Custodian of such determination and the Custodian shall have 60 days to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Trusts. If the conditions of the preceding sentence are not met then the Trust or Trusts may terminate this Agreement on sixty (60) days written notice.

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     The Board of the Trust shall, forthwith, upon giving or receiving notice of termination of this Agreement, appoint as successor custodian, a bank or trust company having such qualifications required by the Investment Company Act of 1940 and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall, upon termination of the Agreement, deliver to such successor custodian, all securities then held hereunder and all funds or other properties of the Trust deposited with or held by the Bank hereunder and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. In the event that no written order designating a successor custodian shall have been delivered to the Bank on or before the date when such termination shall become effective, then the Bank shall not deliver the securities, funds and other properties of the Trust to the Trust but shall have the right to deliver to a b ank or trust company doing business in Boston, Massachusetts of its own selection meeting the above required qualifications, all funds, securities and properties of the Trust held by or deposited with the Bank, and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. Thereafter such bank or trust company shall be the successor of the Custodian under this Agreement.

11.   Interpretive and Additional Provisions

     In connection with the operation of this Agreement, the Custodian and the Trust may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the governing instruments of the Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

12.   Notices

     Notices and other writings delivered or mailed postage prepaid to the Trust addressed to 24 Federal Street, Boston, MA 02110 or to such other address as the Trust may have designated to the Bank, in writing with a copy to Eaton Vance Management at 24 Federal Street, Boston, Massachusetts 02110, or to Investors Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110 with a copy to Eaton Vance Management at 24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been properly delivered or given hereunder to the respective addressees.

13.   Massachusetts Law to Apply

     This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

     The Custodian expressly acknowledges the provision in the Declaration of Trust of the Trust (Section 5.2 and 5.6) limiting the personal liability of the Trustees and officers of the Trust, and the Custodian hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Custodian arising out of this Agreement, and the Custodian shall not seek satisfaction from any Trustee or officer of the Trust.

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14.   Adoption of the Agreement by the Trust

     The Trust represents that its Board has approved this Agreement and has duly authorized the Trust to adopt this Agreement, such adoption to be evidenced by a letter agreement between the Trust and the Bank reflecting such adoption, which letter agreement shall be dated and signed by a duly authorized officer of the Trust and duly authorized officer of the Bank. This Agreement shall be deemed to be duly executed and delivered by each of the parties in its name and behalf by its duly authorized officer as of the date of such letter agreement, and this Agreement shall be deemed to supersede and terminate, as of the date of such letter agreement, all prior agreements between the Trust and the Bank relating to the custody of the Trust’s assets.

* * * * *

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EX-99.(L)

EXHIBIT (l)

November 5, 2009

Build America Bond Portfolio
Two International Place
Boston, MA 02110

Ladies and Gentlemen:

     With respect to our purchase from you, at the purchase price of $105,000, of an interest (an “Initial Interest”) in Build America Bond Portfolio (the “Portfolio”), we hereby advise you that we are purchasing such Initial Interest for investment purposes and do not intend to withdraw the Initial Interest within the next 24 months.

Very truly yours,

EATON VANCE MANAGEMENT

By: /s/ Robert J. Whelan               
Robert J. Whelan
Treasurer