EUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside Sample Contracts

eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside AGREEMENT AND DECLARATION OF TRUST Dated February 13, 2012
Agreement and Declaration • February 14th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside

AGREEMENT AND DECLARATION OF TRUST, made February 13, 2012 by the Trustees hereunder and by the holders of beneficial interest to be issued hereunder as hereinafter provided and

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UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Advisory and Administrative Agreement • May 24th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside

AGREEMENT effective as of the 29th day of May, 2012, between eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 24th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • Massachusetts

AGREEMENT effective as of the 29th day of May, 2012 between Eaton Vance Management (the “Adviser”), and Parametric Risk Advisors LLC (the “Sub-Adviser”).

Eaton Vance Management Two International Place Boston, MA 02110 (617) 482-8260 www.eatonvance.com
Master Custodian Agreement • April 25th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside

This Agreement is made as of September 1, 2010 between each investment company listed on Appendix A (as amended from time to time as provided herein), severally and not jointly, and State Street Bank and Trust Company (hereinafter called “Custodian”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

Eaton Vance Management Two International Place Boston, MA 02110 (617) 482-8260 www.eatonvance.com
Services Agreement • April 25th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside
Eaton Vance Management Two International Place Boston, MA 02110 (617)482-8260 www.eatonvance.com
eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • May 24th, 2012

With Reference to the Investment Advisory and Administrative Agreement entered into by Eaton Vance Management (“Eaton Vance”) with eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (the “Fund”) we hereby notify you of the following:

BANK NAME] [ADDRESS] [Form of] Single-Pay Contract To: [●] (the “Counterparty”) Attn: [●] Tel: [●] Fax: [●] From: [BANK NAME] Date: [●] Ref: [●]
eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • March 19th, 2012

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of [●], as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

Master Selected Dealer Agreement
Master Selected Dealer Agreement • April 25th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • Massachusetts
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