0001193125-12-247342 Sample Contracts

UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT

Advisory and Administrative Agreement • May 24th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside

• Contract Type
  Advisory and Administrative Agreement
• Filed
  May 24th, 2012
• Company
  eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside

AGREEMENT effective as of the 29th day of May, 2012, between eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside, a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • May 24th, 2012 • eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • Massachusetts

• Contract Type
  Sub-Advisory Agreement
• Filed
  May 24th, 2012
• Company
  eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside
• Jurisdiction
  Massachusetts

AGREEMENT effective as of the 29th day of May, 2012 between Eaton Vance Management (the “Adviser”), and Parametric Risk Advisors LLC (the “Sub-Adviser”).

Eaton Vance Management Two International Place Boston, MA 02110 (617)482-8260 www.eatonvance.com

eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside • May 24th, 2012

• Company
  eUnits(TM) 2 Year U.S. Market Participation Trust 2: Upside to Cap / Buffered Downside
• Filed
  May 24th, 2012

With Reference to the Investment Advisory and Administrative Agreement entered into by Eaton Vance Management (“Eaton Vance”) with eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (the “Fund”) we hereby notify you of the following: