0000940394-12-000653 Sample Contracts

FEE REDUCTION AGREEMENT
Fee Reduction Agreement • May 30th, 2012 • Eaton Vance Mutual Funds Trust

AGREEMENT made as of this 1st day of June 2012, between Eaton Vance Mutual Funds Trust (the “Trust”) on behalf of Eaton Vance Structured International Equity Fund (the “Fund”) and Eaton Vance Management (the “Adviser”).

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FEE REDUCTION AGREEMENT
Fee Reduction Agreement • May 30th, 2012 • Eaton Vance Mutual Funds Trust

AGREEMENT effective as of June 1, 2012, between Eaton Vance Management (the “Adviser”) and Parametric Portfolio Associates LLC (the “Sub-Adviser”) with respect to Eaton Vance Mutual Funds Trust (“Trust”) on behalf of Eaton Vance Structured International Equity Fund (“Fund”).

EATON VANCE MUTUAL FUNDS TRUST AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • May 30th, 2012 • Eaton Vance Mutual Funds Trust

AMENDMENT to the Amended and Restated Distribution Agreement dated August 6, 2007 between EATON VANCE MUTUAL FUNDS TRUST (the “Trust”) and EATON VANCE DISTRIBUTORS, INC. (the “Principal Underwriter”) (the “Agreement”).

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