EUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside Sample Contracts

AGREEMENT AND DECLARATION OF TRUST Dated November 12, 2009
Agreement and Declaration of Trust • November 13th, 2009 • eUNITs (TM) 2 Year U.S. Equity Market Participation Trust: Enhanced Upside to Cap / Buffered Downside • Massachusetts

AGREEMENT AND DECLARATION OF TRUST, made November 12, 2009 by the Trustees hereunder and by the holders of beneficial interest to be issued hereunder as hereinafter provided and

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MASTER CUSTODIAN AGREEMENT between EATON VANCE FUNDS and STATE STREET BANK and TRUST COMPANY
Master Custodian Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts

This Agreement is made as of September 1, 2010 between each investment company listed on Appendix A (as amended from time to time as provided herein), severally and not jointly, and State Street Bank and Trust Company (hereinafter called “Custodian”), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts.

UPSIDE TO CAP / BUFFERED DOWNSIDE INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
Advisory and Administrative Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside

AGREEMENT made this 9th day of December, 2010, between eUNITsTM 2 Year U.S. Equity Market Participation Trust: 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 • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts

AGREEMENT effective this 9th day of December, 2010 between Eaton Vance Management (the “Adviser”), and Parametric Risk Advisors LLC (the “Sub-Adviser”).

AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts
Master Selected Dealer Agreement
Master Selected Dealer Agreement • December 22nd, 2011 • eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • Massachusetts
BANK NAME] [ADDRESS] [Form of ] Single-Pay Contract To: [—] (the “Counterparty”) Attn: [—] Tel: [—] Fax: [—] From: [BANK NAME] Date: [—] Ref: [—]
eUNITs (TM) 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside • January 26th, 2012

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of [—], as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

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