EXHIBIT (e)(2)

SELLING GROUP AGREEMENT

Between:
Eaton Vance Distributors, Inc.
255 State Street
Boston, MA 02109

And

Dealer Name
Address
City, State Zip
CRD####

As the principal underwriter of the shares of the Eaton Vance Group of Funds (the “Funds”), we, Eaton Vance Distributors, Inc., agree to sell to you shares of each of the Funds, subject to any limitations imposed by any of the Funds and to confirmation by us in each instance of such sale. By your acceptance hereof, you agree to the following terms and conditions:

1.	(a) In the case of a Fund having an initial sales charge (an ‘SC Fund’) (i) you shall sell
	such shares at the applicable public offering price described in the then-current
	prospectus of the Fund; and (ii) your discount in respect of such sale shall be as set forth
	in the applicable schedule of dealer discounts issued by us and in effect at the time of the
	sale by us to you of such shares. Such schedule shall be subject to change or
	discontinuance by us from time to time upon notice to you.
	(b) In the case of a Fund having a contingent deferred sales charge or early withdrawal
	charge (a ‘CDSC Fund’) (i) you shall sell such shares at the applicable net asset value
	described in the then-current prospectus of the Fund; and (ii) your sales commission shall
	be as set forth in the schedule of sales commissions issued by us and in effect at the time
	of the sale by us to you of such shares. Such schedule is subject to change or
	discontinuance by us from time to time upon notice to you.
	(c) In addition to the dealer discount, if any, or sales commission, if any, paid or allowed
	pursuant to the foregoing provisions of this section, we may, at our expense, provide
	additional promotional incentives or payments to dealers. Any such payment shall be
	made in the manner set forth in the schedule of distribution (or service) plan payments
	issued by us and in effect at the time such payment is made. Such schedule is subject to
	change or discontinuance by us from time to time upon notice to you.
	(d) Each sale is always made subject to confirmation by us at the public offering price
	next computed after receipt of the order.

2.	(a) You hereby agree (i) to exercise your best efforts to find purchasers for the shares of
	the Funds, (ii) to furnish to each person to whom any sale is made a copy of the then-
	current prospectus of the applicable Fund in accordance with and at the times required by
	all applicable laws, including without limitation the Securities Act of 1933, as amended,
	and any state securities laws, (iii) to transmit to us promptly upon receipt any and all
	orders received by you, and (iv) to pay to us the offering price, less any dealer discount to
	which you are entitled, with in three business days of our acceptance of your order or
	such shorter time as may be required by law. If such payment is not received within said
	time period, we reserve the right, without prior notice, to cancel the sale, or at our option
	to return the shares to the issuer for redemption or repurchase. You agree that, in the
	latter case, we shall have the right to hold you responsible for any loss resulting to us.
	Should payment be made by check on your local bank, liquidation of shares may be
	delayed pending clearance of your check. You agree to issue confirmations promptly for
	all accepted purchase orders for accounts held in street name. All sales shall be subject to
	our confirmation. All orders are subject to acceptance or rejection by us in our sole
	discretion, and by the Funds in their sole discretion. The procedures stated herein shall be
	subject to instructions, which we may issue from time to time.
	(b) You appoint the transfer agent for each Fund as your agent to execute customers'
	purchases of Fund shares sold in accordance with the terms and provisions of any
	account, program, plan, or service established or used by your customers (referred to
	herein as the ‘account’) and to confirm each such purchase to your customers on your
	behalf, and you guarantee the legal capacity of your customers so purchasing such shares
	and any co-owners of such shares. All sales of Fund shares sold through you hereunder
	shall be deemed to be made in Boston, Massachusetts, and title to such shares shall pass
	in Boston, Massachusetts.
	(c) You agree to disclose your compensation under this Agreement, together with any
	other compensation you receive in connection with your customers’ investment in the
	Funds, to your customers as required by applicable law.
3.	We will furnish you with such number of copies of the then-current prospectus and
	statement of additional information (“SAI”) of any of the Funds, and the printed
	information referred to in paragraph 5 below issued as supplemental thereto, as you may
	reasonably request. If we provide you with copies of any prospectus or SAI supplements,
	you agree to affix copies of the supplement as appropriate and distribute only
	appropriately supplemented prospectuses and SAIs.
4.	Each of us represents to the other that it is a broker-dealer registered under the Securities
	Exchange Act of 1934, as amended, and a member of the National Association of
	Securities Dealers, Inc. (‘NASD’). In addition, you and we agree as follows:
	(a) You shall not purchase Fund shares from us except for the purpose of covering
	purchase orders already received by you from your customers.

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(b) You shall not withhold placing customers' orders for Fund shares so as to profit 

yourself as a result of such withholding (e.g., by virtue of a change in the net asset value 

from that used in determining the offering price to your customers). 

(c) If shares of an SC Fund are repurchased by the issuing Fund or by us for the account 

of such Fund or are tendered for redemption within seven business days after 

confirmation by us of your original purchase order for such shares, you shall forthwith 

refund to us the full discount allowed to you on the original sale. We shall use reasonable 

efforts to notify you of such repurchase or redemption within ten business days after the 

date when the redemption order is received by the Fund in good order. Termination of 

this agreement will not affect your obligations under this subsection. 

(d) If shares of a CDSC Fund other than Eaton Vance Prime Rate Reserves or EV Classic 

Senior Floating-Rate Fund are repurchased by the issuing Fund or by us for the account of 

such Fund or are tendered for redemption within seven business days after confirmation 

by us of the original purchase order for such shares, you shall forthwith refund to us the 

full sales commission paid to you on the original sale. We shall use reasonable efforts to 

notify you of such repurchase or redemption within ten business days after the date when 

the redemption order is received by the Fund in good order. Termination of this 

agreement will not affect your obligations under this subsection. 

(e) You will not, as principal, purchase Fund shares from a record holder at a price lower 

than the bid price next quoted by or for the issuing Fund. 

(f) You agree that you will not make a secondary market in the shares of Eaton Vance 

Prime Rate Reserves or EV Classic Senior Floating-Rate Fund, and you will not purchase 

or hold shares of either Fund for purposes of resale to your customers. 

(g) Nothing in this agreement shall prevent you from selling Fund shares for the account 

of a record owner to us or the issuing Fund and charging the investor a reasonable charge 

for handling the transaction, provided you disclose to such record owner that direct 

redemption of the shares can be accomplished by the record owner without incurring such 

charge. 

(h) You will comply with all applicable laws, rules, and regulations, including the 

applicable provisions of the Securities Act of 1933, as amended, the applicable rules of 

the NASD, and the applicable rules and regulations of any jurisdiction in which you sell, 

directly or indirectly, any shares. You agree not to offer for sale or sell the shares of any 

Fund in any jurisdiction in which the shares are not qualified for sale or in which you are 

not qualified as a broker-dealer. 

(i) You acknowledge that nonpublic customer information (as defined in Regulation S-P, 

including any amendments thereto) of customers of the Funds received from the Funds or 

us is subject to the limitations on redisclosure and reuse set forth in Section 248.11 of 

such Regulation, and you agree such information (i) shall not be disclosed to any third 

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party for any purpose without the written consent of the Funds unless permitted by 

exceptions 248.14 or 248.15 of such Regulation and (ii) shall be safeguarded pursuant to 

procedures adopted under Section 248.30 of such Regulation if so required. 

(j)     (1)      You hereby certify that you have implemented an anti-money laundering program 

                   consistent with the requirements of the USA PATRIOT ACT and all relevant 

                   regulations promulgated thereunder (the “PATRIOT ACT”). You further 

                   represent that you have taken or shall take appropriate steps to establish and 

                   document the identity of a customer when the customer first applies to invest in a 

                   Fund. In respect of each subscription for shares by a customer you shall observe 

                   any and all anti-money laundering and other investor or customer identification 

                   requirements applicable in respect of such subscription, including but not limited 

                   to, obtaining evidence in respect of the identity of a particular investor, such 

                   investor’s business or occupation and inquiries concerning the source of the 

                   monies used. In particular, you shall not open an account if you have knowledge 

                   that such order is part of an effort to conceal funds derived directly or indirectly 

                   from any illegal activity, including trafficking in illegal drugs, terrorism or 

                   organized crime. You agree to monitor for suspicious transactions and to assist us 

                   in monitoring such transactions upon our or the Funds’ request. Further, you 

                   undertake to submit your activities related to this Agreement to all the binding 

                   laws, rules and regulations applicable to such activity. You also agree to provide 

                   documentation confirming the status of any entities deemed exempt from the 

                   application of customer identification responsibilities along with their account 

                   application. Finally, you agree to retain all related documentation for a period of 

                   five years and make such documentation available to a court or other 

                   administrative or regulatory body with competent jurisdiction if compelled to do 

                   so by applicable law, administrative action or regulation. You will provide the 

                   information described above to us upon our reasonable request. Notwithstanding 

                   the foregoing, we and the Funds each reserve the right to refuse to make any 

                   payment to a shareholder if we or the Funds suspect or are advised that the 

                   payment of redemption proceeds to such shareholder might result in a breach of 

                   applicable anti-money laundering or other laws, rules or regulations by any person 

                   in any relevant jurisdiction or if such refusal is considered necessary or 

                   appropriate to ensure the compliance of us or the Funds with any such laws, rules 

                   or regulations in any relevant jurisdiction. 

         (2)     By performing your obligations as described in item 4(j)(1) above, you hereby 

                   agree to undertake the customer identification responsibilities of the Funds 

                   contemplated by the PATRIOT ACT. You further agree that no less than annually 

                   you shall certify to Eaton Vance that you will continue to satisfy the Funds 

                   customer identification responsibilities in the manner contemplated herein. 

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(k) (1)	You agree to provide us or the Fund, upon written request, the taxpayer
	identification number (or, if applicable, the individual/international taxpayer
	identification number (“ITIN”) or other government issued identifier (“GII”)) (taxpayer
	identification numbers, ITINs and GIIs are collectively referred to in this item 4(k) as
	”TINs”), if known, of any or all shareholder(s) of the account and the amount, date,
	name or other identifier of any investment professional(s) associated with the
	shareholder(s) or account (if known), and transaction type (purchase, redemption,
	transfer, or exchange) of every purchase, redemption, transfer, or exchange of
	shares held through an account maintained by you during the period covered by
	the request. Requests must set forth a specific period, not to exceed 90 days from
	the date of the request, for which transaction information is sought. We or the
	Fund may request transaction information older than 90 days from the date of the
	request as we or the Fund deem necessary to investigate compliance with policies
	established by the Fund for the purpose of eliminating or reducing any dilution of
	the value of the outstanding shares issued by the Fund. You agree to provide,
	promptly upon request of us or the Fund, the requested information specified
	above. If requested by us or the Fund, you agree to use your best efforts to
	determine promptly whether any specific person about whom you have received
	the identification and transaction information specified above is itself an
	intermediary (“indirect intermediary”) and, upon further request of us or the Fund,
	promptly either (i) provide (or arrange to have provided) to us or the Fund the
	requested information for those shareholders who hold an account with an indirect
	intermediary; or (ii) restrict or prohibit the indirect intermediary from purchasing,
	in nominee name on behalf of other persons, securities issued by the Fund. You
	additionally agree to inform us or the Fund whether you plan to perform (i) or (ii).
	Responses required by this item 4(k)(1) must be communicated in writing and in a
	format mutually agreed upon by you and us. To the extent practicable, the format
	for any transaction information provided to us or the Fund should be consistent
	with the NSCC Standardized Data Reporting Format. We agree not to use the
	information received for marketing or any other similar purpose without your
	prior written consent.
(2) You agree to execute written instructions from us or the Fund to restrict or
	prohibit further purchases or exchanges of shares by a shareholder that has been
	identified by us or the Fund as having engaged in transactions of the Fund’s shares
	(directly or indirectly through your account) that violate policies established or
	utilized by the Fund for the purpose of eliminating or reducing any dilution of the
	value of the outstanding shares issued by the Fund. Our instructions to restrict or
	prohibit trading will include the TIN, if known, and the specific restriction(s) to be
	executed. If the TIN is not known, our instructions will include an equivalent
	identifying number of the shareholder(s) or account(s) or other information agreed
	upon by you and us to which the instruction relates. You agree to execute
	instructions from us or the Fund to restrict or prohibit trading as soon as
	reasonably practicable, but not later than five business days after receipt of the
	instructions by you. You will provide written confirmation to us or the Fund that

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instructions from us or the Fund to restrict or prohibit trading have been executed.
You agree to provide confirmation as soon as reasonably practicable, but not later
than ten business days after the instructions have been executed.
(3) Definitions. For purposes of this item 4(k) the following terms shall have the
meaning hereinafter set forth:
(i)	‘Fund’ shall mean any one of the Eaton Vance Group of Funds and shall
	includes the Fund’s principal underwriter and transfer agent. The term not
	does include any “excepted funds” as defined in Rule 22c-2(b) under the
	Investment Company Act of 1940.
(ii)	‘Intermediary’ shall mean “financial intermediary” as defined in Rule 22c-2
	under the Investment Company Act of 1940.
(iii)    ‘Shares’ shall mean the interests of shareholders corresponding to the
	redeemable securities of record issued by the Fund under the Investment
	Company Act of 1940 that are held by you.
(iv)    ‘Shareholder’ shall mean the beneficial owner of shares, whether the shares
	are held directly or by you in nominee name. In the case of retirement plan
	recordkeepers, the term ‘shareholder’ means the plan participant
	notwithstanding that the plan may be deemed to be the beneficial owner of
	shares.
(v)	‘Promptly’ shall mean as soon as practicable but in no event later than 20
	business days from your receipt of the request for information from us or the
	Funds.

5.	You will offer and sell the shares only in accordance with the terms and conditions of the
	current prospectus and statement of additional information of the applicable Fund. In
	offering and selling shares under this agreement, you shall be acting, as principal, and
	nothing herein shall be construed to constitute you or any of your agents, employees, or
	representatives as our agent or employee, or as an agent or employee of the Funds. You
	are not authorized to make any representations on our behalf. No person is authorized to
	make any representations concerning Fund shares except those contained in the then-
	current prospectus and statement of additional information of the Fund in question and in
	such printed information subsequently issued to you by us or by the Funds for the purpose
	as supplemental to such prospectus and statement of additional information. In buying
	Fund shares from us or selling shares to us hereunder, you shall rely solely on the
	representations contained in the appropriate prospectus and statement of additional
	information and in the supplemental information mentioned in the preceding sentence.
	You agree that you will not use any other offering materials for the Funds without our
	written consent.

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6.	To the extent not contravened herein, if you wish to make available Eaton Vance
	Charitable Gift Products, it being understood that the pooled income funds (“PIFs”) and
	donor-advised funds (the “Gift Trust”) are not investment companies registered under the
	Investment Company Act of 1940 and their units are not registered under the Securities
	Act of 1933, we further agree as follows:
	(a) Units of the PIFs may be made available by you and sold to your customers subject to
	the commissions and fees, and other terms, set forth in the then current offering
	documents for the PIFs and the compensation schedule we provide to you from time to
	time.
	(b) Units of the Gift Trust may be made available by you and sold to your customers
	subject to the service fees, and other terms, set forth in the then current offering document
	for the Gift Trust and the compensation schedule we provide you from time to time. No
	compensation will be paid for the solicitation of charitable donations or for the receipt of
	contributions; compensation is based solely upon Donor services rendered during the life
	of an Account. Attached as Exhibit A is a list of the types of ongoing services you should
	provide.
	(c) Each sale is subject to acceptance by a PIF or the Gift Trust of your customer’s
	contribution and confirmation by us of the sale. You shall use reasonable efforts to
	ensure that only cash or eligible in-kind assets are contributed and the requisite
	subscription forms are properly completed. You cannot act as a dealer by purchasing
	units for resale to your customers.
	(d) We will furnish you with such number of offering documents of the Charitable Gift
	Products as you may reasonably request. You agree that each donor shall receive the then
	current disclosure document prior to or at the time of sale. No person is authorized to
	make any representations concerning the PIFs or Gift Trust and their units except those
	contained in the then current offering materials we provide to you, and you agree not to
	use any other materials in connection with the offering and sale of PIF and or Gift Trust
	units without our written consent.
7.	We reserve the right in our discretion, without notice, to suspend sales or to withdraw the
	offering of Fund shares, in whole or in part, or to make a limited offering of Fund shares.
	Either of us may cancel this agreement upon ten days' written notice to the other. We
	may terminate this agreement for cause upon the violation by you of any of the provisions
	hereof; such termination to become effective on the date such notice of termination is
	mailed to you.
	Upon written notice to you, we may change or amend any provision of this agreement or
	restate this agreement in its entirety and any such change, amendment or restatement shall
	become binding on you and us on the date of your first order for shares of any Fund sold
	to you by us subsequent to our furnishing a copy of such notice to you. Upon written
	notice to you, we may change or discontinue any schedule or schedules of dealer

                                                                   7

	discounts, of sales commissions and of distribution plan payments from time to time and
	we may issue a new or replacement schedule or schedules of dealer discounts, of sales
	commissions, or of distribution plan payments. You hereby agree that you shall have no
	right or interest in any type or level of discount, sales commission, distribution assistance
	payment, or service fee, or right to expect or to rely upon the continuance in effect of any
	thereof, and that you shall have no claim against us or any Fund by virtue of any change
	or diminution in the rate or amount of, or discontinuance of, any discount, sales
	commission, distribution assistance payment or service fee in connection with shares of
	any Fund. Upon your ceasing to be a member of the NASD, this agreement shall
	automatically terminate.
8.	As used herein, the following terms shall have the meaning hereinafter set forth (unless a
	different meaning is plainly required by the context):
	(a) ‘Eaton Vance Group of Funds’ shall mean the investment companies the shares of
	which from time to time shall be offered by us as principal underwriter for sale to you
	hereunder and which are designated by us as such from time to time by notice to you.
	(b) ‘Fund’ shall mean any one of the Eaton Vance Group of Funds.
	(c) ‘Eaton Vance Charitable Gift Products” shall mean those products offered from time
	to time by The U.S. Charitable Gift Trust (the “Gift Trust”), a nonprofit, public charity
	which receives donations from individuals, corporations and others and makes grants to
	numerous charitable organizations throughout the United States, including charities
	selected by the Gift Trust and those recommended by donors and others authorized by the
	donor to make grant recommendations.
9.	As general distributor of the Funds, we shall have full authority to take such action, as we
	may deem advisable in respect of all matters pertaining to the distribution of shares. We
	shall not be under any obligation to you except for obligations expressly assumed by us in
	this contract.
10.	All communications to us should be sent to the above address. Any notice to you shall be
	duly given if mailed, telegraphed or facsimile to you at the address specified by you
	below. If you are already a member of our selling group, this agreement amends and
	restates our existing agreement and shall become binding on you and us on the date of
	your first order for shares of any Fund sold to you by us subsequent to our furnishing a
	copy of this agreement to you. If you are about to become a new member of our selling
	group, this agreement shall become binding upon receipt by us in Boston of a counterpart
	hereof duly accepted and signed by you. This agreement shall be construed in accordance
	with the laws of the Commonwealth of Massachusetts (other than conflicts of laws rules).

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11.	All books, records, information and data pertaining to the business of the other party
	(“Confidential Information”) that are exchanged or received in connection with this
	Agreement shall be kept confidential and shall not be voluntarily disclosed to any other
	person, except (a) if such information is already publicly available, (b) as may be required
	solely for the purpose of carrying out a party’s duties and responsibilities under this
	Agreement, (c) as required by order or demand of a court or other governmental or
	regulatory body or as otherwise required by law, (d) as may be required to be disclosed to
	a party’s attorneys, accountants, regulatory examiners or insurers for legitimate business
	purposes, or (e) with the express prior written permission of the other party.

                                                        Signature page follows.

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Exhibit A

Donor Advised Fund Sample Donor Services

     1. Monitoring the investment performance of the trust fund of the Gift Trust in which a Donor’s assets are invested, consideration of whether such performance is consistent with the Donor’s expectations and charitable giving desires, and consideration of whether the transfer of a Donor’s Account from one trust fund to another trust fund should be recommended;

     2. Monitoring of the timely investment of a Donor’s contribution into the trust fund of the Gift Trust selected by the Donor, monitoring the posting of income to the Donor’s Account and monitoring the assessment of any administrative charges;

     3. Maintaining a working knowledge of the Gift Trust’s operations (including information provided through the internet), maintaining a current knowledge of income and estate tax rules sufficient to provide ongoing Donor assistance, and counseling the Donor regarding how the Donor’s Account is helping achieve the Donor’s overall philanthropic and estate planning strategies and goals;

     4. Helping to select Donor Advisors and Successor Donor Advisors, providing assistance in completing necessary forms to name Donor Advisors and Successor Donor Advisors, and serving as a Donor Advisor or Successor Donor Advisor at the request of a Donor;

     5. Providing assistance in selecting qualified charities (or categories of permitted charitable purposes) to which grants can be made, providing assistance in completing and submitting grant recommendation forms for Donors, monitoring the making of grants, assistance in establishing or changing a periodic grant recommendation program, assistance in making a final grant recommendation for small accounts, coordination with a Donor in the event a grant recommendation is not approved by the Directors of the Gift Trust or if additional Donor instructions are requested, and coordination with a Donor in the event the Gift Trust’s minimum grant activity requirement necessitates a grant be made from a Donor’s account;

     6. Coordination between a Donor and the Donor’s tax advisor, including providing information about the Gift Trust needed for the Donor to claim an income tax deduction, providing information about securities contributed in-kind necessary to complete IRS Form 8283 and ensuring the Donor receives an appropriate written acknowledgement of contributions from the Trustee of the Gift Trust;

     7. Providing assistance in changing the name of a Donor Account, providing instructions regarding the content of grant acknowledgement letters sent to charities, and providing assistance in changing the Account address of record;

     8. Providing assistance to Successor Donor Advisors upon death of the Donor or any Donor Advisors, including assisting the Successor Donor Advisor(s) in establishing his or her rights as such (which may require submitting to the Trustee of the Gift Trust a death certificate and information verifying the identity of the successor Donor Adviser);

     9. Helping ensure that after a contribution is made Donors understand the material terms of the Gifting Booklet as revised and in effect from time to time, including the prohibition on Donors receiving a personal benefit from a grant made by the Gift Trust; and

     10. Serving as a liaison between the Trustee of the Gift Trust and Donors, including communicating information about a Donor’s account history, status of grant recommendations, status of trust fund transfer requests, and status of Donor Account change of registration requests.

Note: The foregoing is intended to provide examples of the types of services required. The product is complex and servicing may be time-consuming. The operations of financial advisors and the needs of Donors will vary and affect actual services rendered.