0000940394-11-000976 Sample Contracts

PARAMETRIC STRUCTURED ABSOLUTE RETURN PORTFOLIO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 10th, 2011 • Parametric Structured Absolute Return Portfolio

AGREEMENT made this 8th day of August, 2011, between Parametric Structured Absolute Return Portfolio, a Massachusetts business trust (the “Trust”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 10th, 2011 • Parametric Structured Absolute Return Portfolio

This is to confirm that, in consideration of the agreements hereinafter contained, the undersigned, Parametric Structured Absolute Return Portfolio (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as a Massachusetts business trust, has agreed that Eaton Vance Distributors, Inc. (“EVD”), shall be the placement agent (the “Placement Agent”) of Interests in the Trust (“Trust Interests”).

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PARAMETRIC STRUCTURED ABSOLUTE RETURN PORTFOLIO INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 10th, 2011 • Parametric Structured Absolute Return Portfolio • Massachusetts

AGREEMENT effective this 8th day of August 2011 between Boston Management and Research (the “Adviser”), and Parametric Portfolio Associates LLC (the “Sub-Adviser”).

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