0000940394-12-000912 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between BOSTON MANAGEMENT AND RESEARCH and ATLANTA CAPITAL MANAGEMENT COMPANY, LLC for EATON VANCE ATLANTA CAPITAL FOCUSED GROWTH FUND
Agreement • August 28th, 2012 • Eaton Vance Growth Trust • Massachusetts

AGREEMENT made this 20th day of July, 2012, between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and Atlanta Capital Management Company, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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EATON VANCE GROWTH TRUST
And Administrative Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 29th day of August 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Hexavest Global Equity Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE HEXAVEST U. S. EQUITY FUND
Investment Sub-Advisory Agreement • August 28th, 2012 • Eaton Vance Growth Trust • Massachusetts

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective this 29th day of August, 2012 is between Eaton Vance Management, a Massachusetts business trust (“Adviser”), and Hexavest Inc., a Quebec corporation (“Sub-Adviser”).

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EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AGREEMENT ON BEHALF OF EATON VANCE GREATER CHINA GROWTH FUND
Investment Advisory Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 31st day of July, 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Greater China Growth Fund (the “Fund”), and Boston Management and Research, a Massachusetts business trust (the “Adviser”).

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EATON VANCE GROWTH TRUST
Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 29th day of August 2012, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Hexavest U.S. Equity Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

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AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT effective as of the 1st day of May 2012, between Eaton Vance Growth Trust, 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 (the “Administrator”).

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INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE HEXAVEST GLOBAL EQUITY FUND
Sub-Advisory Agreement • August 28th, 2012 • Eaton Vance Growth Trust • Massachusetts

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective this 29th day of August, 2012 is between Eaton Vance Management, a Massachusetts business trust (“Adviser”), and Hexavest Inc., a Quebec corporation (“Sub-Adviser”).

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INVESTMENT SUB-ADVISORY AGREEMENT between BOSTON MANAGEMENT AND RESEARCH and LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED for EATON VANCE GREATER CHINA GROWTH FUND
Agreement • August 28th, 2012 • Eaton Vance Growth Trust

AGREEMENT made this 31st day of July, 2012, between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and Lloyd George Management (Hong Kong) Limited, a company organized in Hong Kong (the “Sub-Adviser”).

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