0000940394-10-001024 Sample Contracts

INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Investment Advisory and Administrative Agreement • October 12th, 2010 • Eaton Vance Growth Trust

AGREEMENT made this 9th day of August, 2010, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Richard Bernstein Multi-Market Equity Strategy Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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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 RELATING TO EATON VANCE RICHARD BERNSTEIN MULTI-MARKET EQUITY STRATEGY FUND
Investment Sub-Advisory Agreement • October 12th, 2010 • Eaton Vance Growth Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is effective as of the 9th day of August, 2010 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Richard Bernstein Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”).

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