AMENDMENT NO. 1 TO INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE RICHARD BERNSTEIN EQUITY STRATEGY FUND

EXHIBIT (d)(18)(b)

AMENDMENT NO. 1 TO

INVESTMENT SUB-ADVISORY AGREEMENT

RELATING TO

XXXXX XXXXX XXXXXXX XXXXXXXXX EQUITY STRATEGY FUND

This AMENDMENT NO. 1 to the Investment Sub-Advisory Agreement (“Amendment”) made as of May 1, 2021, between Xxxxx Xxxxx Management, a Massachusetts business trust (the “Adviser”), and Xxxxxxx Xxxxxxxxx Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”), with respect to Xxxxx Xxxxx Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Equity Strategy Fund (the “Fund”). 

WHEREAS, the Adviser has entered into an Investment Sub-Advisory Agreement dated March 1, 2021 (the “Sub-Advisory Agreement”) with the Sub-Adviser, which Sub-Advisory Agreement provides that the Sub-Adviser shall be entitled to receive compensation at a certain rate; and 

WHEREAS, the Adviser has agreed with the Sub-Adviser and the Board of Trustees of the Trust to reduce such sub-advisory fee rate, and the Trust has accepted such fee reduction on behalf of the Fund, such fee reduction being effective as of May 1, 2021; and 

WHEREAS, the Adviser and the Sub-Adviser wish to memorialize said fee reduction in writing; 

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Adviser and the Sub-Adviser hereby jointly and severally agree as follows: 

1.Schedule A of the Sub-Advisory Agreement is replace in its entirety with the Schedule A attached hereto.   

2.Except as specifically set forth herein, all of the other terms of the Sub-Advisory Agreement shall remain in full force and effective. 

3.This Amendment may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be executed in written form or using electronic or digital technology, whether it is a computer-generated signature, an electronic copy of the party’s true ink signature, DocuSign, facsimile or otherwise. Delivery of an executed counterpart of the Amendment by facsimile, e-mail transmission via portable document format (.pdf), DocuSign, or other electronic means will be equally as effective and binding as delivery of a manually executed counterpart. 

[Signature page follows]

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

XXXXX XXXXX MANAGEMENT
By:	/s/ Xxxxxxx X. Gemma
	Xxxxxxx X. Gemma
	Vice President and not individually

XXXXXXX XXXXXXXXX ADVISORS LLC
By:	/s/ Xxxxxxx Xxxxxxxxx
	Xxxxxxx Xxxxxxxxx
	CEO and not individually