0000940394-13-001073 Sample Contracts

EATON VANCE MUTUAL FUNDS TRUST
Investment Advisory and Administrative Agreement • September 24th, 2013 • Eaton Vance Mutual Funds Trust

AGREEMENT made this 24th day of September, 2013, between Eaton Vance Mutual Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of Parametric Emerging Markets Core Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and PARAMETRIC PORTFOLIO ASSOCIATES LLC for PARAMETRIC EMERGING MARKETS CORE FUND (the “Fund”)
Investment Sub-Advisory Agreement • September 24th, 2013 • Eaton Vance Mutual Funds Trust • Massachusetts

AGREEMENT made this 24th day of September, 2013, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • September 24th, 2013 • Eaton Vance Mutual Funds Trust • Massachusetts

This Amendment to the Amended and Restated Services Agreement (the “Amendment”) is made as of September 1, 2013, by and between each entity or series thereof (each referred to herein as the “Fund’) listed on Appendix A hereto and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT between EATON VANCE FUNDS and STATE STREET BANK and TRUST COMPANY
Master Custodian Agreement • September 24th, 2013 • Eaton Vance Mutual Funds Trust • Massachusetts

This Agreement is made as of September 1, 2013 between each investment company listed on Appendix A (as amended from time to time as provided herein), severally and not jointly, and State Street Bank and Trust Company (hereinafter called “Custodian”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

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