0000940394-18-001408 Sample Contracts

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF PARAMETRIC RESEARCH AFFILIATES SYSTEMATIC ALTERNATIVE RISK PREMIA FUND
And Administrative Agreement • July 31st, 2018 • Eaton Vance Growth Trust

AGREEMENT made this 1st day of August, 2018, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Parametric Research Affiliates Systematic Alternative Risk Premia Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO PARAMETRIC RESEARCH AFFILIATES SYSTEMATIC ALTERNATIVE RISK PREMIA FUND
Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

THIS AGREEMENT (this “Agreement”) is effective as of the 1st day of August, 2018 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Research Affiliates, LLC, a California limited liability company (the “Sub-Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO PARAMETRIC RESEARCH AFFILIATES SYSTEMATIC ALTERNATIVE RISK PREMIA FUND
Sub-Advisory Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 1st day of August, 2018, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

SARP COMMODITY SUBSIDIARY, LTD. INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT effective this 1st day of August, 2018 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates LLC, a Delaware limited liability company (the “Sub-Adviser”).

SARP COMMODITY SUBSIDIARY, LTD. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 1st day of August, 2018 between SARP Commodity Subsidiary, Ltd., a Cayman Islands exempted company (the “Fund”) and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • July 31st, 2018 • Eaton Vance Growth Trust • Massachusetts

This Amendment to the Amended and Restated Services Agreement is made as of July 18, 2018 and shall be effective as of June 29, 2018 and as set forth in Section 2 below (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”) and each entity or series thereof listed on Appendix A to the Agreement (each referred to herein as the “Fund”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).

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