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0000940394-11-001429 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and ATLANTA CAPITAL MANAGEMENT COMPANY, LLC for EATON VANCE ATLANTA CAPITAL SELECT EQUITY FUND
Investment Sub-Advisory Agreement • December 23rd, 2011 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 30th day of December, 2011, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Atlanta Capital Management Company, LLC, a Delaware limited liability company (the “Sub-Adviser”).

Standard Contracts

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE ATLANTA CAPITAL SELECT EQUITY FUND
Investment Advisory and Administrative Agreement • December 23rd, 2011 • Eaton Vance Growth Trust

AGREEMENT made this 30th day of December, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Atlanta Capital Select Equity Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).