0000940394-15-000982 Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • July 30th, 2015 • Eaton Vance NextShares Trust II • New York

This Distribution Agreement (the “Agreement”) is made as of this ___ day of _________ 2015 (the “Effective Date”) by and between each trust listed on Exhibit A hereto, a Massachusetts business trust (the “Trust”) having its principal place of business at Two International Place, Boston, MA 02110, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

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MASTER CUSTODIAN AGREEMENT between EATON VANCE NEXTSHARES TRUSTS and STATE STREET BANK and TRUST COMPANY
Master Custodian Agreement • July 30th, 2015 • Eaton Vance NextShares Trust II • Massachusetts

This Agreement is made as of July 28, 2015 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.

Form of EATON VANCE NEXTSHARES TRUST II NEXTSHARES OPERATIONS AGREEMENT
Nextshares Operations Agreement • July 30th, 2015 • Eaton Vance NextShares Trust II

AGREEMENT made this ___ day of ________, 2015, between Eaton Vance NextSharesTM Trust II, a Massachusetts business trust (the “Trust”) on behalf of its series listed on Appendix A (each referred to herein as the “Fund”), and Eaton Vance Management, a Massachusetts business trust ( “EVM”).

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