0000940394-11-001429 Sample Contracts

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE ATLANTA CAPITAL SELECT EQUITY FUND

And Administrative Agreement • December 23rd, 2011 • Eaton Vance Growth Trust

• Contract Type
  And Administrative Agreement
• Filed
  December 23rd, 2011
• Company
  Eaton Vance Growth Trust

AGREEMENT made this 30th day of December, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Atlanta Capital Select Equity Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

INVESTMENT SUB-ADVISORY AGREEMENT between EATON VANCE MANAGEMENT and ATLANTA CAPITAL MANAGEMENT COMPANY, LLC for EATON VANCE ATLANTA CAPITAL SELECT EQUITY FUND

Investment Sub • December 23rd, 2011 • Eaton Vance Growth Trust • Massachusetts

• Contract Type
  Investment Sub
• Filed
  December 23rd, 2011
• Company
  Eaton Vance Growth Trust
• Jurisdiction
  Massachusetts

AGREEMENT made this 30th day of December, 2011, between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Atlanta Capital Management Company, LLC, a Delaware limited liability company (the “Sub-Adviser”).