0000940394-14-000765 Sample Contracts

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE RICHARD BERNSTEIN MARKET OPPORTUNITIES FUND
Investment Advisory and Administrative Agreement • May 23rd, 2014 • Eaton Vance Growth Trust

AGREEMENT made this _____ day of _____, _____, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Richard Bernstein Market Opportunities Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE RICHARD BERNSTEIN MARKET OPPORTUNITIES FUND
Investment Sub-Advisory Agreement • May 23rd, 2014 • Eaton Vance Growth Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is effective as of the __ day of __, 2014 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Richard Bernstein Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”).

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