0000950156-97-000646 Sample Contracts

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ADMINISTRATIVE SERVICES AGREEMENT dated April 1, 1997
Eaton Vance Growth Trust • August 25th, 1997

Effective with their fiscal year end (August 31, 1997), certain Funds which are series of Eaton Vance Growth Trust will be restructured as classes of shares. With respect to the EV Growth series the Marathon and Classic Funds will become Class B and Class C, respectively of the existing Traditional version of the corresponding Fund and the current Traditional Fund will change its name to that indicated on Schedule A hereto with the Traditional shares becoming Class A shares of the renamed Fund. With respect to the EV Worldwide Developing Resources series the Traditional Fund will become Class A of the existing Marathon version of the corresponding Fund and the current Marathon Fund will change its name to that indicated on Schedule A hereto with the Marathon shares becoming Class B shares of the renamed Fund.

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