0001193125-11-349127 Sample Contracts

UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Investment Advisory and Administrative Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside

AGREEMENT made this 9th day of December, 2010, between eUNITsTM 2 Year U.S. Equity Market Participation Trust: Upside to Cap / Buffered Downside, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts

AGREEMENT effective this 9th day of December, 2010 between Eaton Vance Management (the “Adviser”), and Parametric Risk Advisors LLC (the “Sub-Adviser”).

MASTER CUSTODIAN AGREEMENT between EATON VANCE FUNDS and STATE STREET BANK and TRUST COMPANY
Master Custodian Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts

This Agreement is made as of September 1, 2010 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.

Master Selected Dealer Agreement
Master Selected Dealer Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts
AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts
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