0000940394-13-001435 Sample Contracts

EATON VANCE MUTUAL FUNDS TRUST FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF PARAMETRIC DIVIDEND INCOME FUND
Investment Advisory and Administrative Agreement • December 19th, 2013 • Eaton Vance Mutual Funds Trust

AGREEMENT made this _____ day of March, 2014, between Eaton Vance Mutual Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of Parametric Dividend Income 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 DIVIDEND INCOME FUND (the “Fund”)
Investment Sub-Advisory Agreement • December 19th, 2013 • Eaton Vance Mutual Funds Trust • Massachusetts

AGREEMENT made this __ day of March, 2014, 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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