Eaton Vance Growth Trust Sample Contracts

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ADMINISTRATIVE SERVICES AGREEMENT dated April 1, 1997
Administrative Services Agreement • August 25th, 1997 • Eaton Vance Growth Trust

Effective with their fiscal year end (August 31, 1997), certain Funds which are series of Eaton Vance Growth Trust will be restructured as classes of shares. With respect to the EV Growth series the Marathon and Classic Funds will become Class B and Class C, respectively of the existing Traditional version of the corresponding Fund and the current Traditional Fund will change its name to that indicated on Schedule A hereto with the Traditional shares becoming Class A shares of the renamed Fund. With respect to the EV Worldwide Developing Resources series the Traditional Fund will become Class A of the existing Marathon version of the corresponding Fund and the current Marathon Fund will change its name to that indicated on Schedule A hereto with the Marathon shares becoming Class B shares of the renamed Fund.

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF PARAMETRIC RESEARCH AFFILIATES SYSTEMATIC ALTERNATIVE RISK PREMIA FUND
Investment Advisory and Administrative Agreement • July 31st, 2018 • Eaton Vance Growth Trust

AGREEMENT made this 1st day of August, 2018, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Parametric Research Affiliates Systematic Alternative Risk Premia Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AGREEMENT ON BEHALF OF EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
Investment Advisory Agreement • March 29th, 2021 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Worldwide Health Sciences Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and EATON VANCE ADVISERS INTERNATIONAL LTD. for EATON VANCE WORLDWIDE HEALTH SCIENCES FUND
Investment Sub-Advisory Agreement • November 25th, 2019 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 9th day of August, 2019, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Eaton Vance Advisers International Ltd., a private limited company incorporated in England and Wales (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE RICHARD BERNSTEIN EQUITY STRATEGY FUND
Investment Sub-Advisory Agreement • March 29th, 2021 • Eaton Vance Growth Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is effective as of the 1st day of March, 2021 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Richard Bernstein Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT between BOSTON MANAGEMENT AND RESEARCH and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY for EATON VANCE GREATER CHINA GROWTH FUND
Investment Sub-Advisory Agreement • October 29th, 2021 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this as of 1st day of October, 2021, between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (the “Sub-Adviser”).

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE FOCUSED VALUE OPPORTUNITIES FUND
Investment Advisory and Administrative Agreement • March 29th, 2021 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made as of this 1st day of March, 2021, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Focused Value Opportunities Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AGREEMENT ON BEHALF OF EATON VANCE ATLANTA CAPITAL SMID-CAP FUND
Investment Advisory Agreement • June 27th, 2018 • Eaton Vance Growth Trust

AGREEMENT made this 18th day of May, 2018, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Atlanta Capital SMID-Cap Fund (the “Fund”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AGREEMENT ON BEHALF OF EATON VANCE GREATER CHINA GROWTH FUND
Investment Advisory Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 31st day of July, 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Greater China Growth Fund (the “Fund”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

EATON VANCE GROWTH TRUST
Investment Advisory and Administrative Agreement • April 27th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 30th day of April 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Global Natural Resources Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT effective as of the 1st day of May 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”) on behalf of its series listed on Appendix A (each referred to herein as the “Fund”) and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

EATON VANCE GROWTH TRUST ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 29th, 2021 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 1st day of March, 2021, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of its series listed on Appendix A hereto (each referred to herein as the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

OPINION -------
Tax Opinion Letter • January 14th, 2004 • Eaton Vance Growth Trust
EATON VANCE GROWTH TRUST AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • October 12th, 2010 • Eaton Vance Growth Trust

AMENDED AND RESTATED AGREEMENT effective as of August 9, 2010 between EATON VANCE GROWTH TRUST, a Massachusetts business trust having its principal place of business in Boston in the Commonwealth of Massachusetts, hereinafter called the “Trust,” on behalf of each of its series listed on Schedule A or Schedule B (a “Fund”), and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having its principal place of business in said Boston, hereinafter sometimes called the “Principal Underwriter.” The Trustees of the Trust have established multiple classes of shares of the Funds, such classes having been designated Class A (or Advisers Class), Class B, Class C, Class R and Class I (the “Classes”).

INVESTMENT SUB-ADVISORY AGREEMENT between BOSTON MANAGEMENT AND RESEARCH and BMO GLOBAL ASSET MANAGEMENT (ASIA) LIMITED for EATON VANCE GREATER CHINA GROWTH FUND
Investment Sub-Advisory Agreement • March 29th, 2021 • Eaton Vance Growth Trust

AGREEMENT made this 1st day of March, 2021, between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and BMO Global Asset Management (Asia) Limited, a company organized in Hong Kong (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND
Investment Sub-Advisory Agreement • September 30th, 2011 • Eaton Vance Growth Trust • Massachusetts
FORM OF
Administrative Services Agreement • January 16th, 1997 • Eaton Vance Growth Trust
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • September 30th, 2011 • Eaton Vance Growth Trust • Massachusetts
INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO PARAMETRIC RESEARCH AFFILIATES SYSTEMATIC ALTERNATIVE RISK PREMIA FUND
Investment Sub-Advisory Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is effective as of the 1st day of August, 2018 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Research Affiliates, LLC, a California limited liability company (the “Sub-Adviser”).

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