0000940394-13-001052 Sample Contracts

EATON VANCE GROWTH TRUST
Investment Advisory and Administrative Agreement • September 10th, 2013 • Eaton Vance Growth Trust

AGREEMENT made this 13th day of August 2013, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Parametric Balanced Risk Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and PARAMETRIC PORTFOLIO ASSOCIATES LLC for PARAMETRIC BALANCED RISK FUND (the “Fund”)
Investment Sub-Advisory Agreement • September 10th, 2013 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this _____ day of _________, 2013, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

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