FEE REDUCTION AGREEMENTFee Reduction Agreement • October 30th, 2006 • Eaton Vance Growth Trust
AGREEMENT made as of this 28th day of July 2006, between Eaton Vance Growth Trust (the “Trust”), on behalf of Eaton Vance Global Growth Fund (the “Fund”), and Eaton Vance Management (“Eaton Vance”). WHEREAS, the Trust, on behalf of the Fund and certain other series of the Trust, has entered into a certain Management Contract with Eaton Vance dated June 23, 1997 (“Management Contract”), which Management Contract provides that Eaton Vance shall be entitled to receive an asset-based fee payable at a certain rate; and WHEREAS, with respect to the Fund, Eaton Vance has offered to reduce such asset- based fee rate, and the Trust, on behalf of the Fund, has accepted such fee reduction, such fee reduction being effective as of July 28, 2006; and WHEREAS, Eaton Vance and the Trust 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, recei
