EATON VANCE GROWTH TRUST (Form: 485BPOS, Received: 09/30/2011 06:00:45)

As filed with the Securities and Exchange Commission on September 29, 2011

1933 Act File No. 2-22019
1940 Act File No. 811-1241

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933 ¨

POST-EFFECTIVE AMENDMENT NO. 121 x

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ¨

AMENDMENT NO. 94 x

EATON VANCE GROWTH TRUST

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

(617) 482-8260

(Registrant’s Telephone Number)

MAUREEN A. GEMMA

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Service)

It is proposed that this filing will become effective pursuant to Rule 485 (check appropriate box):


¨	immediately upon filing pursuant to paragraph (b)	¨	on (date) pursuant to paragraph (a)(1)
x	on September 30, 2011 pursuant to paragraph (b)	¨	75 days after filing pursuant to paragraph (a)(2)
¨	60 days after filing pursuant to paragraph (a)(1)	¨	on (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
¨	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

^Eaton Vance Richard Bernstein All Asset Strategy Fund

Class A Shares - ^ EARAX Class C Shares - ^ ECRAX Class I Shares - ^ EIRAX

A diversified fund seeking total return

Prospectus Dated
September 30, 2011

The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Information in this Prospectus


	Page		Page

Fund Summary	2	Investment Objective & Principal Policies and Risks	7
Investment Objective	2	Management and Organization	12
Fees and Expenses of the Fund	2	Valuing Shares	12
Portfolio Turnover	2	Purchasing Shares	13
Principal Investment Strategies	2	Sales Charges	16
Principal Risks	3	Redeeming Shares	17
Performance	6	Shareholder Account Features	18
Management	6	Additional Tax Information	20
Purchase and Sale of Fund Shares	6
Tax Information	6
Payments to Broker-Dealers and Other Financial Intermediaries	6

This Prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.

Fund Summary

Investment Objective

The Fund’s investment objective is total return.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $50,000 in Eaton Vance Funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges beginning on page ^ 16 of this Prospectus and page ^ 19 of the Fund’s Statement of Additional Information.


Shareholder Fees (fees paid directly from your investment)	Class A		Class C		Class I

Maximum Sales Charge (Load) (as a percentage of offering price)	^ 5.75	%	None		None
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at time of purchase or redemption)	None		1.00	%	None


Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment)	Class A		Class C		Class I

Management Fees	0.90	%	0.90	%	0.90	%
Distribution and Service (12b-1) Fees	0.25	%	1.00	%	n/a
Other Expenses (estimated)	0.31	%	0.31	%	0.31	%
Acquired Fund Fees and Expenses (estimated)	^ 0.08	%	^ 0.08	%	^ 0.08	%
Total Annual Fund Operating Expenses	^ 1.54	%	^ 2.29	%	^ 1.29	%
Expense Reimbursement ⁽¹⁾	^ (0.09	)%	^ (0.09	)%	^ (0.09	)%
Total Annual Fund Operating Expenses after Expense Reimbursement	1.45	%	2.20	%	1.20	%

(1)

The investment adviser, sub-adviser and administrator have agreed to reimburse the Fund’s expenses to the extent that Total Annual Fund Operating Expenses exceed ^ 1.45% for Class A shares, ^ 2.20% for Class C shares and ^ 1.20% for Class I shares. This expense reimbursement will continue through December 31, 2012 . Any amendments or termination of this reimbursement would require written approval of the Board of Trustees. ^ The expense reimbursement ^ relates to ordinary operating expenses only and does not include expenses such as: brokerage commissions, interest expense, taxes or litigation expenses. Amounts reimbursed may be subject to recoupment during the Fund’s current fiscal year to the extent actual expenses are less than the contractual expense cap during such year.

Example . This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


	Expenses with Redemption				Expenses without Redemption

		1 Year		3 Years		1 Year		3 Years

Class A shares^	$	714^	$	1,025^	$	714^	$	1,025
Class C shares	$	323^	$	707	$	223^	$	707
Class I shares	$	122^	$	400	$	122^	$	400

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. Transaction costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance.

Principal Investment Strategies^

In seeking its objective, the Fund has flexibility to allocate its assets in markets around the world and among various asset classes, including equity, fixed-income, commodity, currency and cash investments.

The Fund will be managed in a macro-driven, top-down style that will emphasize and de-emphasize various global market segments and asset classes at different times. Exposures will vary among asset classes based on the sub-adviser’s assessment of a range of proprietary and non-proprietary quantitative indicators and the firm’s macro-economic analysis and judgment. It is expected that the macro-economic ^analysis will evolve over time and may include consideration of the following: historical risk and return characteristics;


Eaton Vance Richard Bernstein All Asset Strategy Fund	2	Prospectus dated September 30, 2011

global market valuations; global yield curves; asset class, regional, and country correlations; profit cycle analyses and style and sector rotation; expected beta; estimate revisions and earnings surprises; investor sentiment and other factors. Individual equity security selection will be based on quantitative screening and optimization to achieve desired market exposures while seeking to control security-specific and other observable market risks. The portfolio is monitored on an ongoing basis and rebalanced as necessary to seek to ensure that desired market exposures and risk ^ parameters are maintained. Securities may be sold if they exhibit performance that might counteract the desired exposures or to implement a revised allocation based on a modified top-down view. ^ Under normal market conditions, the Fund currently expects to invest 0-75% of its net assets in equity securities, 25-90% in fixed-income securities, 0-25% in commodities, commodities-related investments and/or currencies, and 0-25% in cash and cash ^ equivalents.

The Fund may invest without limit in both developed and emerging markets. The Fund may invest in fixed-income securities of any credit quality. Such investment may include, but are not limited to, corporate bonds, securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, obligations of other sovereign nations, municipal obligations, mortgage-backed securities and inflation-linked debt securities. The Fund may invest in stocks of companies of any capitalization, real estate investment trusts, exchange-traded notes (“ETNs”), and exchange-traded funds (“ETFs”) and other pooled investment vehicles. Investment in cash or cash equivalents may include ^U.S and foreign bank certificates of deposit, fixed time deposits, repurchase agreements, ^bankers’ acceptances and other short-term instruments with a remaining maturity of 397 days or less . The Fund currently expects to gain exposures to certain types of investments principally through ETFs.

The Fund may engage in derivative transactions to seek return, to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to change the effective duration of the fixed-income securities in its portfolio, to manage certain investment risks and/or as a substitute for the purchase or sale of securities, currencies or commodities. The Fund expects principally to use index futures contracts when seeking to gain exposure to equity or fixed-income securities or the commodities markets through derivatives, but may also purchase or sell forwards or other types of futures contracts; options on futures contracts; exchange traded and over-the-counter options; equity collars, equity-linked securities and equity swap agreements; commodity-index linked notes and commodity index-linked swap agreements; interest rate, total return, inflation and credit default swaps; forward rate agreements; and credit linked notes and other similarly structured products. The Fund may also engage in covered short sales (on individual securities held or on an index or basket of securities whose constituents are held in whole or in part)^ and forward commitments. There is no limit on the Fund’s use of derivatives.

The Fund may seek to gain exposure to the investment returns of real assets that trade in the commodity markets by investing in commodity-linked derivative instruments and investment vehicles (such as ETFs) that primarily invest in commodities. The Fund may also gain exposure to commodity markets by investing up to 25% of its total assets in ^Eaton Vance RBA Commodity Subsidiary, Ltd. (the “Subsidiary ” ), a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands, which invests primarily in commodity-related instruments.

Principal Risks

Equity Investing Risk . The Fund’s shares may be sensitive to stock market volatility and the stocks in which the Fund invests may be more volatile than the stock market as a whole. The value of equity investments and related instruments may decline in response to conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations, as well as issuer or sector specific events. Market conditions may affect certain types of stocks to a greater extent than other types of stocks. If the stock market declines, the value of Fund shares will also likely decline. Although stock values can rebound, there is no assurance that values will return to previous levels. Preferred stocks may also be sensitive to changes in interest rates. When interest rates rise, the value of preferred stocks will generally fall.

Market Risk . Economic and other events (whether real or perceived) can reduce the demand for certain securities, or for investments generally, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Securities held can experience downturns in trading activity and, at such times, the supply of such instruments in the market may exceed the demand. At other times, the demand for such instruments may exceed the supply in the market. An imbalance in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, price declines and a lack of price transparency in the market. No active trading market may exist for certain investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded investments.

Foreign and Emerging Market Investment Risk . Because the Fund may invest a significant portion of its assets in foreign instruments and currencies, the value of Fund shares can be adversely affected by changes in currency exchange rates and political and economic developments abroad. In emerging or less developed countries, these risks can be more significant. Investment markets in emerging market countries are typically substantially smaller, less liquid and more volatile than the major markets in developed countries. As a result, Fund share values may be more volatile than if the Fund invested exclusively in developed markets. Emerging


Eaton Vance Richard Bernstein All Asset Strategy Fund	3	Prospectus dated September 30, 2011

market countries may have relatively unstable governments and economies. Emerging market investments often are subject to speculative trading, which typically contributes to volatility. Trading in foreign and emerging markets typically involves higher expense than trading in the United States. The Fund may have difficulties enforcing its legal or contractual rights in a foreign country.

Exchange-Traded Funds (ETF) Risk . Investing in an ETF exposes the Fund to all of the risks of that ETF and, in general, subjects it to a pro rata portion of the ETF’s fees and expenses. As a result, the cost to the Fund of investing in ETF shares may exceed the costs the Fund would incur investing directly in the underlying securities. Because ETF shares trade on an exchange at a market price which may vary from the ETF’s net asset value, the Fund may purchase investments in ETFs at prices that exceed the net asset value of the underlying investments and may sell ETF investments at prices below net asset value. Because the market price of ETF shares depends on the demand in the market for them, the market price of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track, and the Fund may not be able to liquidate ETF holdings at the time and price desired, which may impact Fund performance.

Smaller Company Equity Risk . Stocks of smaller, less seasoned companies are generally subject to greater price fluctuations, limited liquidity, higher transaction costs and higher investment risk. Smaller companies may have limited product lines, markets or financial resources, and they may be dependent on a limited management group, or lack substantial capital reserves or an established performance record. There is generally less publicly available information about such companies than for larger, more established companies.

Credit Risk . Income securities are subject to the risk of non-payment of scheduled principal and interest. Changes in economic conditions or other circumstances may reduce the capacity of the party obligated to make principal and interest payments on such instruments and may lead to defaults. Such non-payments and defaults may reduce the value of Fund shares and income distributions. The value of a fixed income security also may decline because of concerns about the issuer’s ability to make principal and interest payments. In addition, the credit ratings of securities may be lowered if the financial condition of the party obligated to make payments with respect to such instruments changes. Credit ratings assigned by rating agencies are based on a number of factors and do not necessarily reflect the issuer’s current financial condition or the volatility or liquidity of the security. In the event of bankruptcy of the issuer of securities, the Fund could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing the instrument. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Fund may be required to retain legal or similar counsel. This may increase the Fund’s operating expenses and adversely affect net asset value.

Interest Rate Risk . As interest rates rise, the value of Fund investments in fixed-income securities is likely to decline. Conversely, when interest rates decline, the value of such investments is likely to rise. Fixed-income securities with longer maturities are more sensitive to changes in interest rates than securities with shorter maturities, making them more volatile. A rising interest rate environment may extend the average life of mortgages or other asset-backed receivables underlying mortgage-backed or asset-backed securities. This extension increases the risk of loss of value due to future increases in market interest rates. In a declining interest rate environment, prepayment of securities may increase. In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields.

Risk of U.S. Government-Sponsored Agencies . Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and Fannie Mae) in which the Fund may invest may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury.

Risk of Lower Rated Investments . Investments rated below investment grade and comparable unrated investments have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower-rated investments to make principal and interest payments than they do on issuers of higher-rated investments. An economic downturn generally leads to higher non-payment rates, and lower-rated investments may lose significant value before a default occurs. Lower-rated investments generally are subject to greater price volatility and illiquidity than higher-rated investments.

^ Municipal Bond Risk . The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the performance of municipal bond investments may be more dependent on the analytical ability and investment skills of the manager than for stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owner’s ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. Economic and other events (whether real or perceived) can reduce the demand for certain investments or for investments generally, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.

^ Derivatives Risk . The use of derivatives can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative, due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may


Eaton Vance Richard Bernstein All Asset Strategy Fund	4	Prospectus dated September 30, 2011

create economic leverage in the Fund, which magnifies the Fund’s exposure to the underlying investment. Derivatives risk may be more significant when derivatives are used to enhance return or as a substitute for a position or security, rather than solely to hedge the risk of a position or security held by the Fund. When derivatives are used to gain or limit exposure to a particular market or market segment their performance may not correlate as expected to the performance of such market thereby causing the Fund to fail to achieve its original purpose for using such derivatives. Derivatives for hedging purposes may not reduce risk if they are not sufficiently correlated to the position being hedged. A decision as to whether, when and how to use derivatives involves the exercise of specialized skill and judgment, and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Derivative instruments may be difficult to value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument. If a derivatives counterparty is unable to honor its commitments, the value of Fund shares may decline and the Fund could experience delays in the return of collateral or other assets held by the counterparty. The loss on derivative transactions may substantially exceed the initial investment.

^Risks of Commodity-Related Investments . The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument.

Subsidiary Risk . By investing in the Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments, which are generally similar to those that are permitted to be held by the Fund. The Subsidiary is not registered under the Investment Company Act of 1940 (“1940 Act”), and is not subject to all of the provisions of the 1940 Act. Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Subsidiary to operate as described in this Prospectus and the Statement of Additional Information and could adversely affect the Fund.

Tax Risk . The Fund may gain exposure to the commodity markets through investments in commodity index-linked derivative instruments, including commodity index-linked swap agreements, commodity index-linked notes, commodity options and futures and options on futures. The Fund may also gain exposure indirectly to commodity markets by investing in the Subsidiary, which may invest in commodity index-linked securities and derivative instruments. In order for the Fund to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code”), the Fund must derive at least 90 percent of its gross income each taxable year from certain qualifying sources of income. The IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. ^ The Fund has ^applied for a private letter ruling from the IRS to confirm that income ^produced by certain types of commodity-linked notes, in addition to ^the ^Fund’s investment in ^the Subsidiary, constitute qualifying income to the ^ Fund. The ^Fund has ^been advised that income from ^certain commodity-linked notes should be qualifying income and that income ^derived from a wholly-owned subsidiary that invests in ^ commodity-related investments should also constitute qualifying ^ income. The tax treatment of commodity-linked notes, other commodity-linked derivatives and the Fund’s investments in the Subsidiary may be adversely affected by future legislation, Treasury Regulations and/or guidance issued by the IRS that could affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund.^

Risks Associated with Active and Quantitative Management . The Fund is an actively managed portfolio, and its success depends upon the ability of the ^sub-adviser to develop and effectively implement strategies to achieve the Fund’s investment objective. Subjective decisions may cause the Fund to incur losses or to miss profit opportunities on which it may otherwise have capitalized. The ^sub-adviser uses quantitative investment techniques and analyses in making investment decisions for the Fund, for which there can be no assurance that the desired results will be achieved.

General Fund Investing Risks . The Fund is not a complete investment program and you may lose money by investing in the Fund. All investments carry a certain amount of risk and there is no guarantee that the Fund will be able to achieve its investment objective. In general, the Annual Fund Operating Expenses expressed as a percentage of the Fund’s average daily net assets will change as Fund assets increase and decrease, and the Fund’s Annual Fund Operating Expenses may differ in the future. Purchase and redemption activities by Fund shareholders may impact the management of the Fund and its ability to achieve its investment objective. Investors in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.


Eaton Vance Richard Bernstein All Asset Strategy Fund	5	Prospectus dated September 30, 2011

Performance

Performance history will be available after the Fund has been in operation for one calendar year.

Management

Investment Adviser. Eaton Vance Management (“Eaton Vance”).

Investment Sub-Adviser . Richard Bernstein Advisors LLC (“RBA”).

Portfolio Manager . The Fund is managed by Richard Bernstein, Chief Executive Officer and Chief Investment Officer of RBA, who has managed the Fund since its inception in 2011.

Purchase and Sale of Fund Shares

You may purchase, redeem or exchange Fund shares on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange Fund shares either through your financial intermediary or directly from the Fund either by writing to Eaton Vance Funds, P.O. Box 9653, Providence, RI 02940-9653, or by calling 1-800-262-1122. The minimum initial purchase or exchange into the Fund is $1,000 for Class A and Class C and $250,000 for Class I (waived in certain circumstances). There is no minimum for subsequent investments.

Tax Information

The Fund’s distributions are expected to be taxed as ordinary income and/or capital gains, unless you are exempt from taxation.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank) (collectively, “financial intermediaries”), the Fund, its principal underwriter and its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.


Eaton Vance Richard Bernstein All Asset Strategy Fund	6	Prospectus dated September 30, 2011

Investment Objective & Principal Policies and Risks

The Fund is permitted to engage in the following investment practices to the extent set forth in “Fund Summary” above.

A statement of the investment objective and principal investment policies and risks of the Fund is set forth above in “Fund Summary”. Set forth below is additional information about such policies and risks of the Fund described in “Fund Summary” above. Information also is included about other types of investments and practices that the Fund may engage in from time to time.

Foreign and Emerging Market Investments . Investments in foreign issuers could be affected by factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other information, and potential difficulties in enforcing contractual obligations. Because foreign issuers may not be subject to uniform accounting, auditing and financial reporting standard practices and requirements and regulatory measures comparable to those in the United States, there may be less publicly available information about such foreign issuers. Settlements of securities transactions in foreign countries are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the liquidity of the Fund’s assets.

The foregoing risks of foreign investing can be more significant in less developed countries characterized as emerging market countries, which may offer higher potential for gains and losses than investments in the developed markets of the world. Political and economic structures in emerging market countries generally lack the social, political and economic stability of developed countries, which may affect the value of the Fund’s investments in these countries and also the ability of the Fund to access markets in such countries. Governmental actions can have a significant effect on the economic conditions in emerging market countries, which also may adversely affect the value and liquidity of the Fund’s investments. The laws of emerging market countries relating to the limited liability of corporate shareholders, fiduciary duties of officers and directors, and bankruptcy of state enterprises are generally less well developed than or different from such laws in the United States. It may be more difficult to obtain a judgment in the courts of these countries than it is in the United States. Disruptions due to work stoppages and trading improprieties in foreign securities markets have caused such markets to close. If extended closings were to occur in stock markets where the Fund is heavily invested, the Fund’s ability to redeem Fund shares could become impaired. In such circumstances, the Fund may have to sell more liquid securities than it would otherwise choose to sell. Emerging market countries are also subject to speculative trading, which contributes to their volatility.

Foreign Currencies . The value of foreign assets and currencies as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations, application of foreign tax laws (including withholding tax), governmental administration of economic or monetary policies (in this country or abroad), and relations between nations and trading. Foreign currencies also are subject to settlement, custodial and other operational risks. Currency exchange rates can be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad. Costs are incurred in connection with conversions between currencies. The Fund may engage in spot transactions and forward foreign currency exchange contracts, purchase and sell options on currencies and purchase and sell currency futures contracts and related options thereon (collectively, “Currency Instruments”) to seek to hedge against the decline in the value of currencies in which its portfolio holdings are denominated against the U.S. dollar. Use of Currency Instruments may involve substantial currency risk and may also involve counterparty, leverage or liquidity risk.

Subsidiary Investments . The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary may invest without limitation in commodity-linked swap agreements and other commodity-linked derivative instruments. The Fund itself may also invest up to 10% of its total assets in commodity-linked swap agreements and other commodity-linked derivative instruments. The commodity-linked derivative instruments in which the Subsidiary may invest are intended to provide returns based on the performance of a specified commodities index or reference basket of commodities. The Subsidiary may over-weight or under-weight its exposure to a particular commodity index, or a subset of commodities, such that the Fund has greater or lesser exposure to that index than the value of the Fund’s net assets, or greater or lesser exposure to a subset of commodities than is represented by a particular commodity index. Commodity index-linked notes may be leveraged or unleveraged. The Subsidiary is not subject to U.S. laws (including securities laws) and their protections. The Subsidiary is subject to the laws of a foreign jurisdiction which can be affected by developments in that jurisdiction. The Subsidiary is subject to the same investment restrictions as the Fund.

Commodities-Related Investments . Commodities-related investments may be used to hedge a position in a commodity producing country or for non-hedging purposes, such as to gain exposure to a particular type of commodity or commodity market.Commodities-related investments include, but are not limited to, commodities contracts, commodity futures or options thereon (investments in contracts for the future purchase or sale of commodities); commodity exchange-traded funds (exchange-traded funds that track the price of a single commodity, such as gold or oil, or a basket of commodities); total return swaps based on a commodity index (permitting one party to receive/pay the total return on a commodity index against payment/receipt of an agreed upon


Eaton Vance Richard Bernstein All Asset Strategy Fund	7	Prospectus dated September 30, 2011

spread/interest rate); commodity-linked notes (providing a return based on a formula referenced to a commodity index); commodity exchange traded notes (non-interest paying debt instruments whose price fluctuates (by contractual commitment) with an underlying commodities index); sovereign issued oil warrants (a sovereign obligation the coupon on which is contingent on the price of oil); and any other commodities-related investment permitted by law.

To qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, 90% of the Fund’s income must be from certain qualified sources. Direct investment in many commodities investments generates income that is not from a qualified source for purposes of meeting this 90% test. The Fund has been advised that income from certain commodity-linked notes is qualifying income and that income derived from a wholly-owned subsidiary will also constitute qualifying income. The Fund ^has established the Subsidiary (organized in the Cayman Islands) through which it may conduct a significant portion of its commodities investing activities. All income or net capital gain allocated to the Fund from the Subsidiary will be treated as ordinary income to the Fund. The Subsidiary is advised by the investment adviser and sub-adviser and will be managed in a manner consistent with the Fund’s investment objective. To the extent the Fund conducts its commodities-related investing through the Subsidiary, such Subsidiary will not be subject to U.S. laws (including securities laws) and their protections. The Subsidiary is subject to the laws of the Cayman Islands, a foreign jurisdiction, and can be effected by developments in that jurisdiction. The Fund has ^ applied for a private letter ruling ^to confirm that income produced by the Fund’s investment in an offshore subsidiary and ^income from certain commodity-linked notes constitute qualifying income to the Fund. Pending receipt of such a ruling, the Fund may rely on advice of counsel with respect to the tax treatment of income from the Subsidiary or determine to delay investment in the Subsidiary until the ruling is received.

Fixed-Income Securities . Fixed-income securities include all types of bonds and notes, such as convertible securities; corporate commercial paper; mortgage-backed and other asset-backed securities; inflation-indexed bonds issued by both governments and corporations; structured notes, including hybrid or “indexed” securities; loan participations and assignments; delayed funding loans and revolving credit facilities; preferred securities; and bank certificates of deposit, fixed time deposits, bank deposits (or investments structured to provide the same type of exposure) and bankers’ acceptances of foreign and domestic banks. Fixed-income securities are issued by: non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; international agencies or supranational entities; the U.S. Government, its agencies or government-sponsored enterprises (or guaranteed thereby); central or quasi-sovereign banks and U.S. and non-U.S. corporations. Fixed-income securities include deep discount bonds, such as zero coupon bonds, deferred interest bonds, bonds or securities on which the interest is payable in-kind (“PIK securities”), which are debt obligations that are issued at a significant discount from face value, and securities purchased on a forward commitment or when-issued basis. While zero coupon bonds do not make periodic payments of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. PIK securities provide that the issuer thereof may, at its option, pay interest in cash or in the form of additional securities.

Derivatives . The Fund may enter into derivatives transactions with respect to any security or other instrument in which it is permitted to invest or any related security, instrument, index or economic indicator (“reference instruments”). Derivatives are financial instruments the value of which is derived from the underlying reference instrument. Derivatives typically allow the Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund incurs costs in connection with opening and closing derivatives positions. The Fund may engage in the derivative transactions set forth below, as well as in other derivative transactions with substantially similar characteristics and risks.


	Options on Securities, Indices and Currencies . The Fund may engage in transactions in exchange-traded and over-the-counter (“OTC”) options. There are several risks associated with transactions in options such as imperfect correlation, counterparty risk and an insufficient liquid secondary market for particular options.

	By buying a put option, the Fund acquires a right to sell the underlying instrument at the exercise price, thus limiting the Fund’s risk of loss through a decline in the market value of the instrument until the put option expires. The Fund will pay a premium to the seller of the option for the right to receive payments of cash to the extent that the value of the applicable instrument declines below the exercise price as of the option valuation date. If the price of the instrument is above the exercise price of the option as of the option valuation date, the option expires worthless and the Fund will not be able to recover the option premium paid to the seller. The Fund may purchase uncovered put options. The Fund also has authority to write (i.e., sell) put options. The Fund will receive a premium for writing a put option, which increases the Fund’s return. In writing a put option, the Fund has the obligation to buy the underlying instrument at an agreed upon price if the price of such instrument decreases below the exercise price.

	If the value of the instrument on the option expiration date is above the exercise price, the option will generally expire worthless and the Fund, as option seller, will have no obligation to the option holder.

	A purchased call option gives the Fund the right to buy, and obligates the seller to sell, the underlying instrument at the exercise price at any time during the option period. The Fund also is authorized to write ( i.e., sell) call options on instruments in which it may invest and to enter into closing purchase transactions with respect to such options. A covered call option is an


Eaton Vance Richard Bernstein All Asset Strategy Fund	8	Prospectus dated September 30, 2011


	option in which the Fund, in return for a premium, gives another party a right to buy specified instruments owned by the Fund at a specified future date and price set at the time of the contract. The Fund’s ability to sell the instrument underlying a call option may be limited while the option is in effect unless the Fund enters into a closing purchase transaction. Uncovered calls have speculative characteristics and are riskier than covered calls because there is no underlying instrument held by the Fund that can act as a partial hedge. As the writer of a covered call option or an index call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security or the index covering the call option above the sum of the option premium received and the exercise price of the call, but has retained the risk of loss, minus the option premium received, should the price of the underlying security or index decline.

	OTC options involve risk that the issuer or counterparty will fail to perform its contractual obligations. Participants in these markets are typically not subject to the same credit evaluation and regulatory oversight as are members of “exchange-based” markets. By engaging in option transactions in these markets, the Fund may take a credit risk with regard to parties with which it trades and also may bear the risk of settlement default.

	Covered Calls and Equity Collars . While the Fund generally will write only covered call options, it may sell the instrument underlying a call option prior to entering into a closing purchase transaction on up to 5% of the Fund’s net assets, provided that such sale will not occur more than three days prior to the option buy back. In an equity collar, the Fund simultaneously writes a call option and purchases a put option on the same instrument.

	Futures Contracts . The Fund may engage in transactions in futures contracts and options on futures contracts. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. Futures contracts involve substantial risk. The Fund also is authorized to purchase or sell call and put options on futures contracts. The primary risks associated with the use of futures contracts and options are imperfect correlation, liquidity, unanticipated market movement and counterparty risk.

	Forward Foreign Currency Exchange Contracts . Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. They are subject to the risk of political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying forwards. As a result, available information may not be complete.

	Equity Swaps . Equity swaps involve the exchange by the Fund with another party of their respective returns as calculated on a notional amount of an equity index (such as the S&P 500 Index), basket of equity securities, or individual equity security. The success of swap agreements is dependent on the investment adviser’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Other risks include liquidity and counterparty risk. Equity-Linked Securities. Equity-linked securities are primarily used as an alternative means to more efficiently and effectively access the securities markets of emerging market countries and may also be known as participation notes, equity swaps, and zero strike calls and warrants. The Fund deposits an amount of cash with its custodian (or broker, if legally permitted) in an amount near or equal to the selling price of the underlying security in exchange for an equity-linked security. Upon sale, the Fund receives cash from the broker or custodian equal to the value of the underlying security. Aside from market risk of the underlying security, there is the risk of default by the other party to the transaction. In the event of insolvency of the other party, the Fund might be unable to obtain its expected benefit. In addition, while the Fund will seek to enter into such transactions only with parties which are capable of entering into closing transactions with the Fund, there can be no assurance that the Fund will be able to close out such a transaction with the other party or obtain an offsetting position with any other party, at any time prior to the end of the term of the underlying agreement. This may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous.

	Commodity Index-Linked Notes . Leveraged or unleveraged commodity index-linked notes are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices. The Fund may also invest in commodity-linked notes with principal and/or coupon payments linked to the value of particular commodities or commodity futures contracts, or a subset of commodities and commodities futures contracts. These notes are sometimes referred to as “structured notes” because the terms of these notes may be structured by the issuer and the purchaser of the note. The value of these notes will rise or fall in response to changes in the underlying commodity, commodity futures contract, subset of commodities, subset of commodities futures contracts or commodity index.

	These notes expose the Fund economically to movements in commodity prices. These notes also are subject to risks, such as counterparty, credit, market and interest rate risks. In addition, these notes are often leveraged, increasing the volatility of each note’s market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, at the maturity of the note, the Fund may receive more or less principal than it originally invested. The Fund might receive interest payments on the note that are more or less than the stated coupon interest payments.


Eaton Vance Richard Bernstein All Asset Strategy Fund	9	Prospectus dated September 30, 2011


	Interest Rate Swaps . Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments. Cross-currency swaps are interest rate swaps in which the notional amount upon which the fixed interest rate is accrued is denominated in one currency and the notional amount upon which the floating rate is accrued is denominated in another currency. The notional amounts are typically determined based on the spot exchange rate at the inception of the trade. Interest rate swaps involve counterparty risk and the risk of imperfect correlation.

	Credit Default Swaps . Credit default swap agreements (“CDS”) enable the Fund to buy or sell credit protection on an individual issuer or basket of issuers (i.e., the reference instrument). The Fund may enter into CDS to gain or short exposure to a reference instrument. Long CDS positions are utilized to gain exposure to a reference instrument (similar to buying the instrument) and are akin to selling insurance on the instrument. Short CDS positions are utilized to short exposure to a reference instrument (similar to shorting the instrument) and are akin to buying insurance on the instrument. In response to market events, federal and certain state regulators have proposed regulation of the CDS market. These regulations may limit the Fund’s ability to use CDS and/or the benefits of CDS. CDS involve risks, including the risk that the counterparty may be unable to fulfill the transaction or that the Fund may be required to purchase securities or other instruments to meet delivery obligations. The Fund may have difficulty, be unable or may incur additional costs to acquire such securities or instruments.

	Inflation Swaps . Inflation swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments or an exchange of floating rate payments based on two different reference indices. By design, one of the reference indices is an inflation index, such as the Consumer Price Index. Inflation swaps can be designated as zero coupon, where both sides of the swap compound interest over the life of the swap and then the accrued interest is paid out only at the swap’s maturity.

	Total Return Swaps . In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index, for a specified period of time. In return, the buyer pays the counterparty a variable stream of payments, typically based upon short term interest rates, possibly plus or minus an agreed upon spread. These transactions involve risks, including counterparty risk.^

Short Sales . A short sale typically involves the sale of a security that is borrowed from a broker or other institution to complete the sale. Short sales expose the seller to the risk that it will be required to acquire securities to replace the borrowed securities (also known as “covering” the short position) at a time when the securities sold short have appreciated in value, thus resulting in a loss. When making a short sale, the Fund must segregate liquid assets equal to (or otherwise cover) its obligations under the short sale. The seller of a short position generally realizes a profit on the transaction if the price it receives on the short sale exceeds the cost of closing out the position by purchasing securities in the market, but generally realizes a loss if the cost of closing out the short position exceeds the proceeds of the short sale.

Forward Commitments . Fixed-income securities may be purchased on a “forward commitment” or “when-issued” basis (meaning securities are purchased or sold with payment and delivery taking place in the future). In such a transaction, the Fund is securing what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails to consummate the transaction, the counterparty may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment or when-issued transactions may be expected to occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction.

Credit Quality . Credit ratings are based on a number of factors including, but not limited to, the issuer’s financial condition and the rating agency’s investment analysis, if applicable, at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of the security’s market value or of the liquidity of an investment in the security.

Lower Rated Securities . Investments in obligations rated below investment grade and comparable securities have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments generally are subject to greater price volatility and illiquidity than higher rated investments.

U.S. Treasury and Government Agency Securities . U.S. Treasury securities (“Treasury Securities”) include U.S. Treasury obligations that differ in their interest rates, maturities and times of issuance. Agency Securities include obligations issued or guaranteed by U.S. Government agencies or instrumentalities and government-sponsored enterprises. Agency Securities may be guaranteed by the


Eaton Vance Richard Bernstein All Asset Strategy Fund	10	Prospectus dated September 30, 2011

U.S. Government or they may be backed by the right of the issuer to borrow from the U.S. Treasury, the discretionary authority of the U.S. Government to purchase the obligations, or the credit of the agency or instrumentality. While U.S. Government agencies may be chartered or sponsored by Acts of Congress, their securities are not issued, and may not be guaranteed, by the U.S. Treasury. To the extent that the Fund invests in securities of government-sponsored enterprises, the Fund will be subject to the risks unique to such entities. Government-sponsored enterprises, such as the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Banks (“FHLBs”), the Private Export Funding Corporation (“PEFCO”), the Federal Deposit Insurance Corporation (“FDIC”), the Federal Farm Credit Banks (“FFCB”) and the Tennessee Valley Authority (“TVA”), although chartered or sponsored by Congress, are not funded by congressional appropriations and the debt and mortgage-backed securities issued by them are neither guaranteed nor issued by the U.S. Government. The U.S. Government has recently provided financial support to Fannie Mae and Freddie Mac, but there can be no assurance that it will support these or other government-sponsored enterprises in the future. Treasury Securities and Agency Securities also include any security or agreement collateralized or otherwise secured by Treasury Securities or Agency Securities, respectively. As a result of their high credit quality and market liquidity, U.S. Government securities generally provide a lower current return than obligations of other issuers.

Eurodollar and Yankee Dollar Instruments . The Fund may invest a portion of its assets in Eurodollar and Yankee Dollar instruments. Eurodollar instruments are bonds that pay interest and principal in U.S. dollars held in banks outside the United States, primarily in Europe. Eurodollar instruments are usually issued on behalf of multinational companies and foreign governments by large underwriting groups composed of banks and issuing houses from many countries. Yankee Dollar instruments are U.S. dollar denominated bonds issued in the United States by foreign banks and corporations. These investments involve risks that are different from investments in securities issued by U.S. issuers, and may carry the same risks as investing in foreign securities.

Smaller Companies . Securities of smaller, less seasoned companies, which may include legally restricted securities, are generally subject to greater price fluctuations, limited liquidity, higher transaction costs and higher investment risk. Because of the absence of any public trading market for some of these investments (such as those which are legally restricted) it may take longer to liquidate these positions at fair value than would be the case for publicly traded securities.

Pooled Investment Vehicles . Subject to applicable limitations, the Fund may invest in pooled investment vehicles, including open- and closed-end investment companies affiliated or unaffiliated with the investment adviser, and exchange-traded funds. The market for common shares of closed-end investment companies and exchange-traded funds, which are generally traded on an exchange, is affected by the demand for those securities, regardless of the value of the fund’s underlying portfolio assets. The Fund will indirectly bear its proportionate share of any management fees and expenses paid by unaffiliated and certain affiliated pooled investment vehicles in which it invests, except that management fees of affiliated funds may be waived. To the extent they exceed 0.01%, the costs associated with such investments will be reflected in Acquired Fund Fees and Expenses in the Annual Fund Operating Expenses in Fund Summary.

Illiquid Securities . The Fund may not invest more than 15% of its net assets in illiquid securities, which may be difficult to value properly and may involve greater risks than liquid securities. Illiquid securities include those legally restricted as to resale (such as those issued in private placements), and may include commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and securities eligible for resale pursuant to Rule 144A thereunder. Certain Section 4(2) and 144A securities may be treated as liquid securities if the investment adviser determines that such treatment is warranted. Even if determined to be liquid, holdings of these securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing them.

Borrowing . The Fund is authorized to borrow in accordance with applicable regulations, but currently intends to borrow only for temporary purposes (such as to satisfy redemption requests, to remain fully invested in anticipation of expected cash inflows and to settle transactions). The Fund will not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets.

Cash and Cash Equivalents . ^ The Fund may invest in cash or cash equivalents, including high quality short-term instruments or an affiliated investment vehicle that invests in such instruments.

General . Unless otherwise stated, the Fund’s investment objective and certain other policies may be changed without shareholder approval. Shareholders will receive 60 days’ written notice of any material change in the investment objective. During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objective(s) and other policies. The Fund might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While at times the Fund may use alternative investment strategies in an effort to limit its losses, it may choose not to do so.^

The Fund’s investment policies include a provision allowing the Fund to invest (i) all of its investable assets in an open-end management investment company with substantially the same investment objective, policies and restrictions as the Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such companies


Eaton Vance Richard Bernstein All Asset Strategy Fund	11	Prospectus dated September 30, 2011

have investment objectives, policies and restrictions that are consistent with those of the Fund. Any such company or companies would be advised by the Fund’s investment adviser (or an affiliate) and the Fund would not pay directly any advisory fee with respect to the assets so invested. The Fund may initiate investments in one or more such investment companies at any time without shareholder approval.

Management and Organization

Management . The Fund’s investment adviser is Eaton Vance Management (“Eaton Vance”), with offices at Two International Place, Boston, MA 02110. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its affiliates currently manage over $195 billion on behalf of mutual funds, institutional clients and individuals.

Eaton Vance manages the investments of the Fund and provides administrative services and related office facilities. Under its investment advisory and administrative agreement with the Fund, Eaton Vance receives a monthly fee as follows:


	Annual Fee Rate
Average Daily Net Assets	(for each level	)

up to $500 million	0.900	%
$500 million but less than $1 billion	0.850	%
$1 billion but less than $2.5 billion	0.825	%
$2.5 billion but less than $5 billion	0.800	%
$5 billion and over	0.780	%

Pursuant to an investment sub-advisory agreement, Eaton Vance has delegated the investment management of the Fund to Richard Bernstein Advisors LLC (“RBA”), a registered investment adviser. Eaton Vance pays RBA a monthly sub-advisory fee. RBA is located at 520 Madison Avenue, 28th Floor, New York, NY 10022.

Richard Bernstein has been the portfolio manager of the Fund since its inception in 2011. Mr. Bernstein is the Chief Executive Officer and Chief Investment Officer of RBA (since its founding in 2009). Prior to founding RBA, Mr. Bernstein was Chief Investment Strategist (2006-2009) and Chief U.S. Strategist (2001-2006) at Merrill Lynch & Co. Mr. Bernstein has managed another Eaton Vance Fund since 2010.

The Fund’s annual shareholder report will provide information regarding the basis for the Trustees’ approval of the Fund’s investment advisory agreement.

The Statement of Additional Information provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of Fund shares.

Eaton Vance also serves as the sub-transfer agent for the Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs for its sub-transfer agency services. This fee is paid to Eaton Vance by the Fund’s transfer agent from the fees the transfer agent receives from the Eaton Vance funds.

Organization . The Fund is a series of Eaton Vance Growth Trust, a Massachusetts business trust. The Fund offers multiple classes of shares. Each Class represents a pro rata interest in the Fund but is subject to different expenses and rights. The Fund does not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval).

Valuing Shares

The Fund values its shares once each day only when the New York Stock Exchange (the “Exchange”) is open for trading (typically Monday through Friday), as of the close of regular trading on the Exchange (normally 4:00 p.m. eastern time) (the “valuation time”). The purchase price of Fund shares is their net asset value (plus a sales charge for Class A shares), which is derived from Fund holdings. When purchasing or redeeming Fund shares through a financial intermediary, your financial intermediary must receive your order not later than 4:00 p.m. in order for the purchase price or the redemption price to be based on that day’s net asset value per share. It is the financial intermediary’s responsibility to transmit orders promptly. The Fund may accept purchase and redemption orders as of the time of their receipt by certain financial intermediaries (or their designated intermediaries).

The Trustees have adopted procedures for valuing investments and have delegated to the investment sub-adviser the daily valuation of such investments. Pursuant to the procedures, exchange-listed securities normally are valued at closing sale prices. Most debt securities are valued by an independent pricing service. In certain situations, the investment sub-adviser may use the fair value of a security if market prices are unavailable or deemed unreliable, or if events occur after the close of a securities market (usually a foreign market) and before the Fund values its assets that would materially affect net asset value. In addition, for foreign equity securities


Eaton Vance Richard Bernstein All Asset Strategy Fund	12	Prospectus dated September 30, 2011

that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Because foreign securities trade on days when Fund shares are not priced, the value of securities held by the Fund can change on days when Fund shares cannot be redeemed. The investment sub-adviser expects to fair value domestic securities in limited circumstances, such as when the securities are subject to restrictions on resale. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.

Purchasing Shares

You may purchase shares through your financial intermediary or by mailing an account application form to the transfer agent (see back cover for address). Purchase orders will be executed at the net asset value (plus any applicable sales charge) next determined after their receipt in proper form (meaning that they are complete and contain all necessary information) by the Fund’s transfer agent. The Fund’s transfer agent or your financial intermediary must receive your purchase in proper form no later than the close of regular trading on the Exchange (normally 4:00 p.m. eastern time) for your purchase to be effected at that day’s net asset value. If you purchase shares through a financial intermediary, that intermediary may charge you a fee for executing the purchase for you. The Fund may suspend the sale of its shares at any time and any purchase order may be refused for any reason. The Fund does not issue share certificates.

Class A and Class C Shares

Your initial investment must be at least $1,000. After your initial investment, additional investments may be made in any amount at any time by sending a check payable to the order of the Fund or the transfer agent directly to the transfer agent (see back cover for address). Please include your name and account number and the name of the Fund and Class of shares with each investment. You also may make additional investments by accessing your account via the Eaton Vance website at www.eatonvance.com. Purchases made through the Internet from a pre-designated bank account will have a trade date that is the first business day after the purchase is requested. For more information about purchasing shares through the Internet, please call 1-800-262-1122.

You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time) for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts (other than for Class I), certain group purchase plans (including tax-deferred retirement and other pension plans, and proprietary fee-based programs sponsored by financial intermediaries) and for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information).

Class I Shares

Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time, including through automatic investment each month or quarter from your bank account. You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time) for further information.

The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information). The initial minimum investment also is waived for individual accounts of a financial intermediary that charges an ongoing fee for its services or offers Class I shares through a no-load network or platform (in each case, as described above), provided the aggregate value of such accounts invested in Class I shares is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million.

Class I shares may be purchased through a financial intermediary or by requesting your bank to transmit immediately available funds (Federal Funds) by wire. To make an initial investment by wire, you must complete an account application and telephone the Shareholder Services Department at 1-800-262-1122 to be assigned an account number. You may request an account application by calling 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time). The Shareholder Services Department must be advised by telephone of each additional investment by wire.

Restrictions on Excessive Trading and Market Timing . The Fund is not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money


Eaton Vance Richard Bernstein All Asset Strategy Fund	13	Prospectus dated September 30, 2011

out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales or exchanges of a fund’s shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales or exchanges of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales or exchanges of a fund’s shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).

A fund that invests all or a portion of its assets in foreign securities may be susceptible to a time zone arbitrage strategy in which shareholders attempt to take advantage of Fund share prices that may not reflect developments in a foreign securities market that occur after the close of such market but prior to the pricing of Fund shares. In addition, a fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including restricted securities, derivatives instruments or other investments not priced by a pricing service) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as “price arbitrage”). The investment adviser and sub-adviser are authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see “Valuing Shares”). The use of fair value pricing and the restrictions on excessive trading and market timing described below are intended to reduce a shareholder’s ability to engage in price or time zone arbitrage to the detriment of the Fund.

The Boards of Trustees of the Eaton Vance funds have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than one round-trip (being a purchase, including an exchange purchase, followed or ^ preceded by a redemption, including an exchange redemption, followed or ^ preceded by a purchase, including an exchange purchase) within 90 days, it generally will be deemed to constitute market timing or excessive trading. Under the policies, the Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate the exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. The Fund and its principal underwriter use reasonable efforts to detect market timing and excessive trading activity, but they cannot ensure that they will be able to identify all cases of market timing and excessive trading. The Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in the Fund are inherently subjective and will be made in a manner believed to be in the best interest of ^ the Fund’s shareholders. No Eaton Vance fund has any arrangement to permit market timing.

The following fund share transactions generally are exempt from the market timing and excessive trading policy described above because the Fund and the principal underwriter believe they generally do not raise market timing or excessive trading concerns:


	•	transactions made pursuant to a systematic purchase plan or as the result of automatic reinvestment of dividends or distributions, or initiated by the Fund ( e.g., for failure to meet applicable account minimums);

	•	transactions made by participants in employer sponsored retirement plans involving participant payroll or employer contributions or loan repayments, redemptions as part of plan terminations or at the direction of the plan, mandatory retirement distributions, or rollovers;

	•	transactions made by model-based discretionary advisory accounts;

	•	transactions made by an Eaton Vance fund that is structured as a “fund-of-funds”, provided the transactions are in response to fund inflows and outflows or are part of a reallocation of fund assets in accordance with its investment policies; or

	•	transactions in shares of Eaton Vance U.S. Government Money Market Fund.

It may be difficult for the Fund or the principal underwriter to identify market timing or excessive trading in omnibus accounts traded through financial intermediaries. The Fund and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds’ market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to the Fund. The Fund or its principal underwriter may rely on a financial intermediary’s policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to the Fund. Such policy may be more or less restrictive than the Fund’s policy. Although the Fund or the principal underwriter reviews trading activity at the omnibus account level for activity that indicates potential market timing or excessive trading activity, the Fund and the principal underwriter typically will not request or receive individual account data unless suspicious trading activity is identified.


Eaton Vance Richard Bernstein All Asset Strategy Fund	14	Prospectus dated September 30, 2011

The Fund and the principal underwriter generally rely on financial intermediaries to monitor trading activity in omnibus accounts in good faith in accordance with their own or Fund policies. The Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Fund or their own policies, as the case may be, to accounts under their control.

Choosing a Share Class . The Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different sales charges and expenses and will likely have different share prices due to differences in class expenses. In choosing the class of shares that suits your investment needs, you should consider:


	•	how long you expect to own your shares;

	•	how much you intend to invest;

	•	the sales charge and total operating expenses associated with owning each class; and

	•	whether you qualify for a reduction or waiver of any applicable sales charges (see “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below).

Each investor’s considerations are different. You should speak with your financial intermediary to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Fund.


	Class A shares are offered at net asset value plus a front-end sales charge of up to 5.75%. This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $50,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in “Reducing or Eliminating Class A Sales Charges” under “Sales Charges” below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets.

	Class C shares are offered at net asset value with no front-end sales charge. If you sell your Class C shares within one year of purchase, you generally will be subject to a contingent deferred sales charge or “CDSC”. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See “CDSC Waivers” under “Sales Charges” below. Class C shares pay distribution and service fees equal to 1.00% annually of average daily net assets. Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all Eaton Vance fund shares held within the purchasing shareholder’s account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether Class A shares would be more advantageous and consult their financial intermediary.

	Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (as described above). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers. Class I shares do not pay distribution or service fees.

Payments to Financial Intermediaries . In addition to payments disclosed under “Sales Charges” below, the principal underwriter, out of its own resources, may make cash payments to certain financial intermediaries who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in preferred or specialized selling programs. Payments made by the principal underwriter to a financial intermediary may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that financial intermediary. Financial intermediaries also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to financial intermediaries to the extent permitted by applicable laws and regulations.

Certain financial intermediaries that maintain fund accounts for the benefit of their customers provide sub-accounting, recordkeeping and/or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this Prospectus, the term “financial intermediary” includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, a retirement plan and/or its administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.


Eaton Vance Richard Bernstein All Asset Strategy Fund	15	Prospectus dated September 30, 2011

Sales Charges

Class A Front-End Sales Charge. Class A shares are offered at net asset value per share plus a sales charge that is determined by the amount of your investment. The current sales charge schedule is:


	Sales Charge* as Percentage of Offering Price		Sales Charge* as Percentage of Net Amount Invested		Dealer Commission as a Percentage of Offering Price

Amount of Purchase

Less than $50,000	5.75	%	6.10	%	5.00	%
$50,000 but less than $100,000	4.75	%	4.99	%	4.00	%
$100,000 but less than $250,000	3.75	%	3.90	%	3.00	%
$250,000 but less than $500,000	3.00	%	3.09	%	2.50	%
$500,000 but less than $1,000,000	2.00	%	2.04	%	1.75	%
$1,000,000 or more	0.00	**	0.00	**	1.00	%


*	Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.

**	No sales charge is payable at the time of purchase on investments of $1 million or more. A CDSC of 1.00% will be imposed on such investments (as described below) in the event of redemptions within 18 months of purchase.

The principal underwriter may also pay commissions of up to 1.00% on sales of Class A shares made at net asset value to certain tax-deferred retirement plans.

Reducing or Eliminating Class A Sales Charges. Front-end sales charges on purchases of Class A shares may be reduced under the right of accumulation or under a statement of intention. To receive a reduced sales charge, you must inform your financial intermediary or the Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your financial intermediary or the Fund know you are eligible for a reduced sales charge at the time of purchase, you will not receive the discount to which you may otherwise be entitled.


	Right of Accumulation. Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in the Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total $50,000 or more. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in omnibus or “street name” accounts. In addition, shares held in a trust or fiduciary account of which any of the foregoing persons is the sole beneficiary (including retirement accounts) may be combined for purposes of the right of accumulation. Shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan also may be combined for purposes of the right of accumulation for the plan and its participants. You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).

	Statement of Intention. Under a statement of intention, purchases of $50,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. Under a statement of intention, the principal underwriter may hold 5% of the dollar amount to be purchased in escrow in the form of shares registered in your name until you satisfy the statement or the 13-month period expires. A statement of intention does not obligate you to purchase (or the Fund to sell) the full amount indicated in the statement.

Class A shares are offered at net asset value (without a sales charge) to clients of financial intermediaries who (i) charge an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class A shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans). Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; and to certain fund service providers as described in the Statement of Additional Information. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See “Shareholder Account Features” for details.

Contingent Deferred Sales Charge. Class A and Class C shares are subject to a CDSC on certain redemptions. Class A shares purchased at net asset value in amounts of $1,000,000 or more are subject to a 1.00% CDSC if redeemed within 18 months of purchase. Class C shares are subject to a 1.00% CDSC if redeemed within one year of purchase.


Eaton Vance Richard Bernstein All Asset Strategy Fund	16	Prospectus dated September 30, 2011

The sales commission payable to financial intermediaries in connection with sales of Class C shares is described under “Distribution and Service Fees” below.

CDSC Waivers. CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see “Shareholder Account Features”) and for Class C shares, in connection with certain redemptions from tax-deferred retirement plans. The CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).

Distribution and Service Fees. Class A and Class C shares have in effect plans under Rule 12b-1 that allow the Fund to pay distribution fees for the sale and distribution of shares (so-called “12b-1 fees”) and service fees for personal and/or shareholder account services. Class C shares pay distribution fees to the principal underwriter of 0.75% of average daily net assets annually. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. The principal underwriter compensates financial intermediaries on sales of Class C shares (except exchange transactions and reinvestments) in an amount equal to 1% of the purchase price of the shares. After the first year, financial intermediaries also receive 0.75% of the value of Class C shares in annual distribution fees. Class C shares also pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25%^ of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees and the Class C service fees for one year and thereafter financial intermediaries generally receive them based on the value of shares sold by such dealers for shareholder servicing performed by such financial intermediaries. Distribution and service fees are subject to the limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.

More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.


Eaton Vance Richard Bernstein All Asset Strategy Fund	17	Prospectus dated September 30, 2011

Redeeming Shares

You can redeem shares in any of the following ways:


By Mail	Send your request to the transfer agent along with any certificates and stock powers. The request must be signed exactly as your account is registered (for instance, a joint account must be signed by all registered owners to be accepted) and a Medallion signature guarantee may be required. You can obtain a Medallion signature guarantee at banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations that participate in The Securities Transfer Agents Medallion Program, Inc. (STAMP, Inc.). Only Medallion signature guarantees issued in accordance with STAMP, Inc. will be accepted. You may be asked to provide additional documents if your shares are registered in the name of a corporation, partnership or fiduciary.

By Telephone	Certain shareholders can redeem by calling 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time). Proceeds of a telephone redemption are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions.

By Internet	Certain shareholders can redeem by logging on to the Eaton Vance website at www.eatonvance.com0. Proceeds of internet redemptions are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions.

For Additional Information	Please call 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time).

Through a Financial Intermediary	Your financial intermediary is responsible for transmitting the order promptly. A financial intermediary may charge a fee for this service.

If you redeem shares, your redemption price will be based on the net asset value per share next computed after the redemption request is received in proper form (meaning that it is complete and contains all necessary information) by the Fund’s transfer agent or your financial intermediary. Your redemption proceeds normally will be paid in cash within seven days, reduced by the amount of any applicable CDSC and any federal income and state tax required to be withheld. Payments will be sent by regular mail. However, if you have given complete written authorization in advance, you may request that the redemption proceeds be wired directly to your bank account. The bank designated may be any bank in the United States. The request may be made by calling 1-800-262-1122 or by sending a Medallion signature guaranteed letter of instruction to the transfer agent (see back cover for address). Certain redemption requests including those involving shares held by certain corporations, trusts or certain other entities and shares that are subject to certain fiduciary arrangements may require additional documentation and may be redeemed only by mail. You may be required to pay the costs of such transaction by the Fund or your bank. No costs are currently charged by the Fund. However, charges may apply for expedited mail delivery services. The Fund may suspend or terminate the expedited payment procedure upon at least 30 days’ notice.

If you recently purchased shares, the proceeds of a redemption will not be sent until the purchase check (including a certified or cashier’s check) has cleared. If the purchase check has not cleared, redemption proceeds may be delayed up to 15 days from the purchase date. If your account value falls below $750 (other than due to market decline), you may be asked either to add to your account or redeem it within 60 days. If you take no action, your account will be redeemed and the proceeds sent to you.


Eaton Vance Richard Bernstein All Asset Strategy Fund	18	Prospectus dated September 30, 2011

Shareholder Account Features

Distributions. You may have your Fund distributions paid in one of the following ways:


	•Full Reinvest Option		Distributions are reinvested in additional shares. This option will be assigned if you do not specify an option.
	•Partial Reinvest Option		Dividends are paid in cash and capital gains are reinvested in additional shares.
	•Cash Option		Distributions are paid in cash.
	•Exchange Option		Distributions are reinvested in additional shares of any class of another Eaton Vance fund chosen by you, subject to the terms of that fund’s prospectus. Before selecting this option, you must obtain a prospectus of the other fund and consider its objectives, risks, and charges and expenses carefully.

Information about the Fund. From time to time, you may receive the following:


•		Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, performance information and financial statements.
•		Periodic account statements, showing recent activity and total share balance.
•		Tax information needed to prepare your income tax returns.
•		Proxy materials, in the event a shareholder vote is required.
•		Special notices about significant events affecting your Fund.

Most fund information (including semiannual and annual reports, prospectuses and proxy statements) as well as your periodic account statements can be delivered electronically. For more information please go to www.eatonvance.com/edelivery.

The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided below and additionally in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.

The Fund will file with the Securities and Exchange Commission (“SEC”) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. The Fund’s annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov). The most recent fiscal and calendar quarter end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information that is filed with the SEC is posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Portfolio holdings information as of each month end is posted to the website approximately one month after such month end. The Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) at least quarterly on the Eaton Vance website approximately ten business days after the period end and the Fund may also post performance attribution as of a month end or more frequently if deemed appropriate.

Withdrawal Plan. You may redeem shares on a regular periodic basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases.

Tax-Deferred Retirement Plans. Distributions will be invested in additional shares for all tax-deferred retirement plans.

Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund. Exchanges are made at net asset value. If your shares are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. For purposes of the CDSC, your shares will continue to age from the date of your original purchase of Fund shares .

Before exchanging, you should read the prospectus of the new fund carefully. Exchanges are subject to the terms applicable to purchases of the new fund’s shares as set forth in its prospectus. If you wish to exchange shares, write to the transfer agent (see back cover for address), log on to your account at www.eatonvance.com or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days’ notice of any material change to the privilege. This privilege may not be used for “market timing” and may be terminated for market timing accounts or for any other reason. For additional information, see “Restrictions on Excessive Trading and Market Timing” under “Purchasing Shares”.

Reinvestment Privilege. If you redeem shares, you may reinvest at net asset value all or any portion of the redemption proceeds in the same class of shares of the Fund you redeemed from, provided that the reinvestment occurs within 60 days of the redemption,


Eaton Vance Richard Bernstein All Asset Strategy Fund	19	Prospectus dated September 30, 2011

and the privilege has not been used more than once in the prior 12 months. Under these circumstances your account will be credited with any CDSC paid in connection with the redemption. Any CDSC period applicable to the shares you acquire upon reinvestment will run from the date of your original share purchase. Reinvestment requests must be in writing. At the time of a reinvestment, you or your financial intermediary must notify the Fund or the transfer agent that you are reinvesting redemption proceeds in accordance with this privilege. If you reinvest, your purchase will be at the next determined net asset value following receipt of your request.

Telephone and Electronic Transactions. You can redeem or exchange shares by telephone as described in this Prospectus. In addition, certain transactions may be conducted through the Eaton Vance website. The transfer agent and the principal underwriter have procedures in place to authenticate telephone and electronic instructions (such as using security codes or verifying personal account information). As long as the transfer agent and principal underwriter follow reasonable procedures, they will not be responsible for unauthorized telephone or electronic transactions and you bear the risk of possible loss resulting from these transactions. You may decline the telephone redemption option on the account application. Telephone instructions are recorded.

“Street Name” Accounts. If your shares are held in a “street name” account at a financial intermediary, that intermediary (and not the Fund or its transfer agent) will perform all recordkeeping, transaction processing and distribution payments. Because the Fund will have no record of your transactions, you should contact your financial intermediary to purchase, redeem or exchange shares, to make changes in your account, or to obtain account information. You will not be able to utilize a number of shareholder features, such as telephone or internet transactions, directly with the Fund. If you transfer shares in a “street name” account to an account with another financial intermediary or to an account directly with the Fund, you should obtain historical information about your shares prior to the transfer.

Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify and record information that identifies each new customer who opens a Fund account and to determine whether such person’s name appears on government lists of known or suspected terrorists or terrorist organizations. When you open an account, the transfer agent or your financial intermediary will ask you for your name, address, date of birth (for individuals), residential or business street address (although post office boxes are still permitted for mailing) and social security number, taxpayer identification number, or other government-issued identifying number. You also may be asked to produce a copy of your driver’s license, passport or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic databases. Other information or documents may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information described above. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the financial intermediary is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information or documents from the person, closing the person’s account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed at the net asset value next determined. If the Fund’s net asset value has decreased since your purchase, you will lose money as a result of this redemption. The Fund has also designated an anti-money laundering compliance officer.

Account Questions. If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122 Monday through Friday, 8:00 a.m. to 6:00 p.m. (eastern time), or write to the transfer agent (see back cover for address).

Additional Tax Information

The Fund intends to declare and pay distributions annually. Dividends may not be paid if Fund (and Class) expenses exceed Fund income for the period. Different Classes of the Fund will generally distribute different dividend amounts. The Fund makes distributions of net realized capital gains, if any, at least annually.

A portion of any distribution of the Fund’s investment income may, and any distribution by the Fund of net realized short-term capital gains will, be taxed as ordinary income. Distributions of any net long-term capital gains will be taxed as long-term capital gains. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares in the Fund. For taxable years beginning on or before December 31, 2012, distributions of investment income designated by the Fund as derived from “qualified dividend income” (as further described in the Statement of Additional Information) will be taxable to shareholders at the rates applicable to long-term capital gain provided holding period and other requirements are met by both the shareholder and the Fund. Over time, distributions by the Fund can generally be expected to include ordinary income, qualified dividend income and capital gain distributions taxable as long-term capital gains. A portion of the Fund’s income distributions may be eligible for the dividends-received deduction for corporations. The Fund’s distributions will be taxable as described above whether they are paid in cash or reinvested in additional shares.


Eaton Vance Richard Bernstein All Asset Strategy Fund	20	Prospectus dated September 30, 2011

Investors who purchase shares at a time when the Fund’s net asset value reflects gains that are either unrealized or realized but not distributed will pay the full price for the shares and then may receive some portion of the purchase price back as a taxable distribution. Certain distributions paid in January may be taxable to shareholders as if received on December 31 of the prior year. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.

Investments in foreign securities may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains), which would decrease the Fund’s income on such securities. Shareholders generally will not be entitled to claim a credit or deduction with respect to foreign taxes paid by the Fund. In addition, investments in foreign securities or foreign currencies may increase or accelerate the Fund’s recognition of ordinary income and may affect the timing or amount of the Fund’s distributions.

One of the requirements for favorable tax treatment as a regulated investment company under the Code is that the Fund derive at least 90% of its gross income from certain qualifying sources of income. The Fund has submitted a request to the IRS for a private letter ruling that income from alternative investment instruments (such as certain commodity index-linked notes) that create commodity exposure may be considered qualifying income under the Code. The Fund also has requested a ruling that income derived from the Fund’s investment in the Subsidiary will also constitute qualifying income to the Fund.

Shareholders should consult with their advisers concerning the applicability of federal, state, local and other taxes to an investment.


Eaton Vance Richard Bernstein All Asset Strategy Fund	21	Prospectus dated September 30, 2011

More Information

About the Fund: More information is available in the Statement of Additional Information. The Statement of Additional Information is incorporated by reference into this Prospectus. Additional information about the Fund’s investments will be available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the pastfiscal year.You may obtain free copies of the Statement of Additional Information and the shareholder reports on Eaton Vance’s website at www.eatonvance.com or by contacting the principal underwriter:

Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
1-800-262-1122
website: www.eatonvance.com

You will find and may copy information about the Fund (including the Statement of Additional Information and shareholder reports): at the Securities and Exchange Commission’s public reference room in Washington, DC (call 1-800-732-0330 for information on the operation of the public reference room); on the EDGAR Database on the SEC’s website(www.sec.gov);or, upon payment of copying fees,by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.

Shareholder Inquiries: You can obtain more information from Eaton Vance Shareholder Services or the Fund transfer agent, BNY Mellon Investment Servicing (US) Inc. If you own shares and would like to add to, redeem or change your account, please write or call below:


Regular Mailing Address:	Overnight Mailing Address:	Phone Number:
Eaton Vance Funds	Eaton Vance Funds	1-800-262-1122
P.O. Box 9653	4400 Computer Drive	Monday – Friday
Providence, RI 02940-9653	Westboro, MA 01581	8 a.m. - 6 p.m. ET


The Fund’s Investment Company Act No. is 811-01214.		^ RBAAP

^ 5346-9/11		© 2011 Eaton Vance Management


	^STATEMENT OF
	ADDITIONAL INFORMATION ^
	September 30, 2011

Eaton Vance Richard Bernstein All Asset Strategy Fund
Class A Shares - ^ EARAX Class C Shares - ^ ECRAX Class I Shares - ^ EIRAX

Two International
Place Boston, Massachusetts 02110
1-800-262-1122

This Statement of Additional Information (“SAI”) provides general information about the Fund. The Fund is a diversified, open-end management investment company. The Fund is a series of Eaton Vance Growth Trust (the “Trust”). Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the Prospectus.

This SAI contains additional information about:


	Page		Page
Strategies and Risks	2	^ Sales Charges	^18
Investment Restrictions	^4	^ Performance	^20
Management and Organization	^5	^ Taxes	^22
Investment Advisory and Administrative Services	^13	^ Portfolio Securities Transactions	29
Other Service Providers	^15	^ Financial Statements	^31
Calculation of Net Asset Value	^16	^ Additional Information About Investment Strategies	^31
Purchasing and Redeeming Shares	17
Appendix A: Class A Fees, Performance and Ownership	^64	Appendix D: Eaton Vance Funds Proxy Voting Policy and Procedures	67
Appendix B: Class C Fees, Performance and Ownership	^65	Appendix E: Richard Bernstein Advisors LLC Proxy Voting Policies and Procedures	69
Appendix C: Class I Performance and Ownership	^66

This SAI is NOT a Prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Fund Prospectus dated September ^ 30 , 2011, as supplemented from time to time, which is incorporated herein by reference. This SAI should be read in conjunction with the Prospectus, which may be obtained by calling 1-800-262-1122.

Definitions

The following terms that may be used in this SAI have the meaning set forth below: ^

“1940 Act” means the Investment Company Act of 1940, as amended; ^

“1933 Act” means the Securities Act of 1933, as amended;

“CEA” means Commodity Exchange Act;

“CFTC” means the Commodities Futures Trading Commission;

“Code” means the Internal Revenue Code of 1986, as amended;

“Exchange” means the New York Stock Exchange;

“FINRA” means the Financial Industry Regulatory Authority;

“Fund” means the Fund listed on the cover of this SAI unless stated otherwise;

“investment adviser” means the investment adviser identified in the prospectus and, with respect to the implementation of the Fund’s investment strategies (including as described under “Taxes”) and portfolio securities transactions, any sub-adviser identified in the prospectus;

“IRS” means the Internal Revenue Service;

“Portfolio” means a registered investment company sponsored by the Eaton Vance organization in which one or more Funds and other investors may invest substantially all or any portion of their assets;

“Subsidiary” means a wholly-owned subsidiary of the Fund or the Portfolio as described in the prospectus;

“SEC” means the U.S. Securities and Exchange Commission; and

“Trust” means Growth Trust, of which the Fund is a series.

STRATEGIES AND RISKS^

The Fund prospectus identifies the types of investments the Fund will invest in principally in seeking its objective and the principal risks associated therewith. The table below identifies all of the investments the Fund is permitted to make, including its principal investments. To the extent that an investment type or practice listed below is not identified in the Fund prospectus as a principal investment, the Fund generally expects to invest less than 5% of its assets total assets in such investment type. If a particular investment type that is listed below but not referred to in the prospectus becomes a more significant part of the Fund’s strategy, the prospectus may be amended to disclose that investment. Information about various investment types and practices and the associated risks is included in this SAI under “Additional Information about Investment Strategies”.^


Asset Coverage	X
Asset-Backed Securities (“ABS”)	X
Auction Rate Securities
Average Effective Maturity	X
Borrowing for Investment Purposes
Borrowing for Temporary Purposes	X
Build America Bonds	X
Call and Put Features on Obligations	X
Cash Equivalents	X
Collateralized Mortgage Obligations (“CMOs”)	X
Commercial Mortgage-Backed Securities (“CMBS”)	X
Commodity-Related Investments	X
Common Stocks	X
Convertible Securities	X
Credit Linked Securities	X
Derivative Instruments and Related Risks	X
Direct Investments
Diversified Status	X
Dividend Capture Trading
Duration	X
Emerging Market Investments	X
Equity Investments	X
Equity Linked Securities	X
Exchange-Traded Funds (“ETFs”)	X
Exchange-Traded Notes (“ETNs”)	X
Fixed-Income Securities	X
Foreign Currency Transactions	X


Eaton Vance Richard Bernstein All Asset Strategy Fund	2	SAI dated September 30, 2011


Foreign Investments	X
Forward Foreign Currency Contracts	X
Forward Rate Agreements	X
Futures Contracts	X
High Yield Securities	X
Hybrid Instruments	X
Illiquid Securities	X
Indexed Securities	X
Inflation-Indexed (or Inflation-Linked) Bonds	X
Investments in the Subsidiary	X
Junior Loans
Liquidity or Protective Put Agreements	X
Loan Facility
Master Limited Partnerships (“MLPs”)	X
Mortgage-Backed Securities (“MBS”)	X
Mortgage Dollar Rolls
Municipal Lease Obligations (“MLOs”)	X
Municipal Obligations	X
Option Contracts	X
Participation in the ReFlow Liquidity Program	X
Pooled Investment Vehicles	X
Portfolio Investing
Preferred Securities	X
Real Estate Investment Trusts (“REITs”).	X
Recent Events Regarding Certain FNMA and FHLMC	X
Repurchase Agreements	X
Residual Interest Bonds
Reverse Repurchase Agreements


Eaton Vance Richard Bernstein All Asset Strategy Fund	3	SAI dated September 30, 2011


Securities Lending
Securities with Equity and Debt Characteristics	X
Senior Loans
Short Sales	X
Short-Term Trading	X
Smaller Companies	X
Stripped Mortgage-Backed Securities (“SMBS”)	X
Structured Notes	X
Swap Agreements	X
Swaptions	X
Tax-Managed Investing
Trust Certificates	X
U.S. Government Securities	X
Unlisted Securities	X
Variable Rate Obligations	X
Warrants	X
When-Issued Securities, Delayed Delivery and	X
Forward Commitments
Zero Coupon Bonds	X

INVESTMENT RESTRICTIONS

The following investment restrictions of the Fund are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities, which as used in this SAI means the lesser of: (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of the outstanding shares of the Fund. Accordingly, the Fund may not:


	(1)	Borrow money or issue senior securities except as permitted by the 1940 Act;

	(2)	Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial, maintenance or variation margin in connection with all types of options and futures contract transactions is not considered the purchase of a security on margin;

	(3)	Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the Securities Act of 1933;

	(4)	Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;

	(5)	Make loans to other persons, except by (a) the acquisition of debt securities and making portfolio investments, (b) entering into repurchase agreements (c) lending portfolio securities and (d) lending cash consistent with applicable law;

	(6)	With respect to 75% of its total assets, invest more than 5% of its total assets (taken at current value) in the securities of any one issuer, or invest in more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies; or

	(7)	Concentrate its investments in any particular industry, but, if deemed appropriate for the Fund’s objective, up to (but less than) 25% of the value of its assets may be invested in securities of companies in any one industry (although more than 25% may be invested in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities).

In addition, the Fund may:


	(8)	Purchase and sell commodities and commodities contracts of all types and kinds (including without limitation futures contracts, options on futures contracts and other commodities-related investments) to the extent permitted by law.

For purposes of determining industry classifications, the investment adviser considers an issuer to be in a particular industry if a third party has designated the issuer to be in that industry, unless the investment adviser is aware of circumstances that make the third party’s classification inappropriate. In such a case, the investment adviser will assign an industry classification to the issuer.

In connection with Restriction (1) above, the 1940 Act currently permits investment companies to borrow money so long as there is 300% asset coverage of the borrowing (i.e., borrowings do not exceed one-third of the investment company’s total assets after subtracting liabilities other than the borrowings). The Fund will not borrow more than 5% of its total assets except to satisfy redemption requests or for other temporary purposes. The Fund may not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets.

Notwithstanding its investment policies and restrictions, the Fund may in compliance with the requirements of the 1940 Act invest (i) all of its investable assets in an open-end management investment company with substantially the same investment objective(s), policies and restrictions as the Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such company has investment objective(s), policies and restrictions that are consistent with those of the Fund.


Eaton Vance Richard Bernstein All Asset Strategy Fund	4	SAI dated September 30, 2011

In addition, to the extent a registered open-end investment company acquires securities of a portfolio in reliance on Section 12(d)(1)(G) under the 1940 Act, such portfolio shall not acquire any securities of a registered open-end investment company in reliance on Section 12(d)(1)(G) under the 1940 Act.

The following nonfundamental investment policies been adopted by the Fund. A nonfundamental investment policy may be changed by the Trustees with respect to the Fund without approval by the Fund’s shareholders. The Fund will not:


	•	make short sales of securities or maintain a short position, unless at all times when a short position is open (i) it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short or (ii) it holds in a segregated account cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short, and unless not more than 25% of its net assets (taken at current value) is held as collateral for such sales at any one time; or

	•	invest more than 15% of net assets in investments which are not readily marketable, including restricted securities and repurchase agreements maturing in more than seven days. Restricted securities for the purposes of this limitation do not include securities eligible for resale pursuant to Rule 144A under the 1933 Act and commercial paper issued pursuant to Section 4(2) of said Act that the Board of Trustees, or its delegate, determines to be liquid. Any such determination by a delegate will be made pursuant to procedures adopted by the Board. When investing in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers become uninterested in purchasing such securities.

Whenever an investment policy or investment restriction set forth in the Prospectus or this SAI states a maximum percentage of assets that may be invested in any security or other asset, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by Fund of such security or asset. Accordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel Fund to dispose of such security or other asset. However, the Fund must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.

MANAGEMENT AND ORGANIZATION

Fund Management . The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used in this SAI, “BMR” refers to Boston Management and Research, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVD” refers to Eaton Vance Distributors, Inc. and “Eaton Vance” refers to Eaton Vance Management (see “Principal Underwriter” under “Other Service Providers”). EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.


Name and Year of Birth	Trust Position(s)	Term of Office and Length of Service	Principal Occupation(s) During Past Five Years and Other Relevant Experience	Number of Portfolios in Fund Complex Overseen By Trustee ⁽¹⁾	Other Directorships Held During Last Five Years ⁽²⁾


Interested Trustee
THOMAS E. FAUST JR. 1958	Trustee	Since 2007	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Trustee and/or officer of ^ 178 registered investment companies and 1 private investment company managed by Eaton Vance or BMR. Mr. Faust is an interested person because of his positions with BMR, Eaton Vance, EVC, EVD and EV, which are affiliates of the Trust.	^ 178	Director of EVC.
Noninterested Trustees


Eaton Vance Richard Bernstein All Asset Strategy Fund	5	SAI dated September 30, 2011


Name and Year of Birth	Trust Position(s)	Term of Office and Length of Service	Principal Occupation(s) During Past Five Years and Other Relevant Experience	Number of Portfolios in Fund Complex Overseen By Trustee ⁽¹⁾	Other Directorships Held During Last Five Years ⁽²⁾


SCOTT E. ESTON 1956	Trustee	Since 2011	Private investor; formerly, Chief Operating Officer, Chief Financial Officer and Chairman of the Executive Committee, Grantham, Mayo, Van Otterloo and Co., L.L.C. (“GMO”) (investment management firm)(2006-2009); Chief Operating Officer and Chief Financial Officer, GMO (1997-2006); President and Principal Executive Officer, GMO Trust (2006-2009)(open-end registered investment company); Partner, Coopers and Lybrand L.L.P. (public accounting firm)(1978-1997).	178	None

BENJAMIN C. ESTY 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.	^ 178	None


ALLEN R. FREEDMAN 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).	^ 178	Director of Stonemor Partners L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

WILLIAM H. PARK 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group, L.P. ( investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).	^ 178	None

RONALD A. PEARLMAN 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).	^ 178	None


HELEN FRAME PETERS 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).	^ 178	Director of BJ’s Wholesale Club, Inc. (wholesale club retailer). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

LYNN A. STOUT 1957	Trustee	Since 1998	^ Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.	^ 178	None


Eaton Vance Richard Bernstein All Asset Strategy Fund	6	SAI dated September 30, 2011


Name and Year of Birth	Trust Position(s)	Term of Office and Length of Service	Principal Occupation(s) During Past Five Years and Other Relevant Experience	Number of Portfolios in Fund Complex Overseen By Trustee ⁽¹⁾	Other Directorships Held During Last Five Years ⁽²⁾


HARRIETT TEE TAGGART 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm); formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm)(1993-2006).	178	Director of Albemarle Corporation (chemicals manufacturer)(since 2007); The Hanover Group (specialty property and casualty insurance company)(since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals)(2007-2011).

RALPH F. VERNI 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).	^ 178	None


(1)	Includes both master and feeder funds in a master-feeder structure.

(2)	During their respective tenures, the Trustees (except for Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

Principal Officers who are not Trustees


Name and Year of Birth	Trust Position(s)	Term of Office and Length of Service	Principal Occupation(s) During Past Five Years



DUNCAN W. RICHARDSON^ 1957	President	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, Eaton Vance and BMR. Officer of 96 registered investment companies managed by Eaton Vance or BMR.

BARBARA E. CAMPBELL^ 1957	Treasurer	Since 2005	Vice President of Eaton Vance and BMR. Officer of ^ 178 registered investment companies managed by Eaton Vance or BMR.

MAUREEN A. GEMMA^ 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and ^Chief Legal Officer since 2008	Vice President of Eaton Vance and BMR. Officer of ^ 178 registered investment companies managed by Eaton Vance or BMR.


PAUL M. O’NEIL^ 1953	Chief Compliance Officer	Since 2004	Vice President of Eaton Vance and BMR. Officer of ^ 178 registered investment companies managed by Eaton Vance or BMR.

The Board of Trustees has general oversight responsibility with respect to the business and affairs of the Trust and the Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively the “adviser”) to manage the Fund and an administrator to administer the Fund and is responsible for overseeing such adviser and administrator and other service providers to the Trust and the Fund. The Board is currently composed of ^ ten Trustees, including ^ nine Trustees who are not “interested persons” of the Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.

The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other


Eaton Vance Richard Bernstein All Asset Strategy Fund	7	SAI dated September 30, 2011

functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Fund and the Trust are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of the Fund and the Trust and is addressed as part of various activities of the Board of Trustees and its Committees. As part of its oversight of the Fund and Trust, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser, the administrator, the principal underwriter, the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser, administrator, principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, administrator, principal underwriter and the other Fund service providers has its own, independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals.

The Board, with the assistance of management and with input from the Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund Chief Compliance Officer who oversees the implementation and testing of the Fund compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Board’s periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Fund’s shares. The administrator, the investment adviser and the sub-adviser (if applicable) are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports periodically from the independent public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.

The Trust’s Declaration of Trust does not set forth any specific qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering Independent Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board of Trustees’ existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board of Trustees, including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board of Trustees; (vii) the ability to qualify as an Independent Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board of Trustees.

Among the attributes or skills common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as Trustees. Each Trustee’s ability to perform his or her duties effectively has been attained through the Trustee’s business, consulting, public service and/or academic positions and through experience from service as a Board member in the Eaton Vance Group of Funds (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other organizations as set forth below. Each Trustee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.

In respect of each current Trustee, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of the Eaton Vance Group of Funds, were a significant factor in the determination that the individual should serve as a Trustee. The following is a summary of each Trustee’s particular professional experience and additional considerations that contributed to the Board’s conclusion that he or she should serve as a Trustee:

Scott E. Eston. Mr. Eston has served as a Trustee in the Eaton Vance Group of Funds since 2011. He currently serves on the investment and advisory board of the BAC Seed Fund, a real estate investment firm, and is also a member of Michigan State University’s Financial Management Institute Advisory Board. From 1997 through 2009, Mr. Eston served in several capacities at Grantham,


Eaton Vance Richard Bernstein All Asset Strategy Fund	8	SAI dated September 30, 2011

Mayo, Van Otterloo and Co. (“GMO”), including as Chairman of the Executive Committee and Chief Operating and Chief Financial Officer, and also as the President and Principal Executive officer of GMO Trust, an affiliated open-end registered investment company. From 1978 through 1997, Mr. Eston was a partner at Coopers & Lybrand (now PricewaterhouseCoopers).

Benjamin C. Esty. Mr. Esty has served as a Trustee in the Eaton Vance Group of Funds since 2005 and is the Chairperson of the Portfolio Management Committee. He is the Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head at the Harvard University Graduate School of Business Administration.

Thomas E. Faust Jr. Mr. Faust has served as a Trustee in the Eaton Vance Group of Funds since 2007. He is currently Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment Officer of Eaton Vance (1985-2007). He holds ^B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from the Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988.

Allen R. Freedman. Mr. Freedman has served as a Trustee in the Eaton Vance Group of Funds since 2007. Mr. Freedman also serves as a Director of Stonemor Partners L.P. where he also serves as the Chair of the Audit Committee and a member of the Trust and Compliance Committee . Mr. Freedman was previously a Director of Assurant, Inc. from 1979-2011, a Director of Systems & Computer Technology Corp. from 1983-2004 and Chairman from 2002-2004, a Director of Loring Ward International from 2005-2007 and Chairman and a Director of Indus International, Inc. from 2005-2007. Mr. Freedman was formerly the Chairman and Chief Executive Officer of Fortis, Inc. (predecessor to Assurant, Inc.), a specialty insurance company he founded in 1978 and from which he retired in 2000. Mr. Freedman also ^served as a Director of the Fortis Mutual Funds and First Fortis Life Insurance Company. He remains a Director of Union Security Life Insurance Company of New York, successor to First Fortis . Mr. Freedman is a founding director of the Association of Audit Committee Members, Inc.

William H. Park. Mr. Park has served as a Trustee in the Eaton Vance Group of Funds since 2003 and is the Chairperson of the Audit Committee. Mr. Park was formerly the Chief Financial Officer of Aveon Group, L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.

Ronald A. Pearlman. ^ Mr. Pearlman has served as a Trustee in the Eaton Vance Group of Funds since 2003 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. He is a Professor of Law at Georgetown University Law Center. Previously, Mr. Pearlman was Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury from 1983-1985 and served as Chief of Staff, Joint Committee on Taxation, U.S. Congress from 1988-1990. Mr. Pearlman was engaged in the private practice of law from 1969-2000, with the exception of the periods of government service. He represented large domestic and multinational businesses in connection with the tax aspects of complex transactions and high net worth individuals in connection with tax and business planning.^

Helen Frame Peters. Ms. Peters has served as a Trustee in the Eaton Vance Group of Funds since 2008. She is currently a Professor of Finance at Carroll School of Management, Boston College and a Director of BJ’s Wholesale Club, Inc. Formerly, Ms. Peters was the Dean of Carroll School of Management, Boston College from 2000-2002. In addition, Ms. Peters was the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management Associates from 1991-1998. Ms. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009.

Lynn A. Stout. Ms. Stout has served as a Trustee in the Eaton Vance Group of Funds since 1998 and is the Chairperson of the Governance Committee. She has been the Paul Hastings Professor of Corporate and Securities Law at the University of California at Los Angeles School of Law since 2006. Previously, Ms. Stout was Professor of Law at the University of California at Los Angeles School from 2001-2006.

^ Harriett Tee Taggart. Ms. Taggart has served as a Trustee in the Eaton Vance Group of Funds since 2011. She currently manages a professional practice, Taggart Associates. Since 2007, Ms. Taggart has been a Director of Albermarle Corporation, a specialty chemical company. Since 2009 she has served as a Director of the Hanover Insurance Group, Inc. Ms. Taggart is also a trustee or member of several major non-profit boards, advisory committees and endowment investment companies. From 1983 through 2006, Ms. Taggart served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President and chemical industry sector portfolio manager. Ms. Taggart also served as a Director of the Lubrizol Corporation, a specialty chemicals manufacturer from 2007-2011 .^

Ralph F. Verni. Mr. Verni has served as a Trustee in the Eaton Vance Group of Funds since 2005 and is the Independent Chairperson of the Board and the Chairperson of the Contract Review Committee. Mr. Verni was formerly the Chief Investment


Eaton Vance Richard Bernstein All Asset Strategy Fund	9	SAI dated September 30, 2011

Officer (from 1982-1992), Chief Financial Officer (from 1988-1990) and Director (from 1982-1992) of New England Life. Mr. Verni was also the Chairperson of the New England Mutual Funds from 1982-1992; President and Chief Executive Officer of State Street Management & Research from 1992-2000; Chairperson of the State Street Research Mutual Funds from 1992-2000; Director of W.P. Carey, LLC from 1998-2004; and Director of First Pioneer Farm Credit Corp. from 2002-2006. Mr. Verni has been a Chartered Financial Analyst since 1977.

The Board of Trustees of the Trust have several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Contract Review Committee. Each of the Committees are comprised of only noninterested Trustees.

Mmes. Stout (Chair) , Peters and ^ Taggart, and Messrs. Eston, Esty, Freedman, Park, Pearlman and Verni are members of the Governance Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board of Trustees with respect to the structure, membership and operation of the Board of Trustees and the Committees thereof, including the nomin ation and selection of noninterested Trustees and a Chairperson of the Board of Trustees and the compensation of such persons.

The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.

Messrs. Park (Chair) , Eston and Verni, and Mmes. Peters and Stout are members of the Audit Committee. The Board of Trustees has designated Mr. Park, a noninterested Trustee, as audit committee financial expert. The Audit Committee’s purposes are to (i) oversee the Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement of the Fund.

Messrs. Verni (Chair), Esty, Freedman, Park and Pearlman, and Mmes . Peters ^ and Taggart are members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board of Trustees concerning the following matters: (i) contractual arrangements with each service provider to the Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the other Committees of the Board of Trustees.

Messrs. Esty (Chair) and Freedman, and M me s. Peters ^ and Taggart are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board of Trustees in its oversight of the portfolio management process employed by the Fund and its investment adviser and sub-adviser(s), if applicable, relative to the Fund’s stated objective(s), strategies and restrictions; (ii) assist the Board of Trustees in its oversight of the trading policies and procedures and risk management techniques applicable to the Fund; and (iii) assist the Board of Trustees in its monitoring of the performance results of all funds and portfolios, giving special attention to the performance of certain funds and portfolios that it or the Board of Trustees identifies from time to time.

Messrs. Pearlman (Chair) and ^ Eston, and Ms. Stout are^ members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board of Trustees in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Fund; (ii) serve as a liaison between the Board of Trustees and the Fund’s CCO; and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC.

Share Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in all Eaton Vance Funds overseen by the Trustee as of December 31, 2010. None of the Trustees owned shares of the Fund as of December 31, 2010 since the Fund had not commenced operations.


Eaton Vance Richard Bernstein All Asset Strategy Fund	10	SAI dated September 30, 2011


Name of Trustee	Aggregate Dollar Range of Equity Securities Owned in All Registered Funds Overseen by Trustee in the Eaton Vance Fund Complex

Interested Trustee
Thomas E. Faust Jr.		over $100,000
Noninterested Trustees
Benjamin C. Esty		over $100,000
Allen R. Freedman		over $100,000
William H. Park		over $100,000
Ronald A. Pearlman		over $100,000
Helen Frame Peters		over $100,000
Lynn A. Stout		over $100,000*
Ralph F. Verni		over $100,000


*	Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.

As of December 31, 2010, no Noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.

During the calendar years ended December 31, 2009 and December 31, 2010, no noninterested Trustee (or their immediate family members) had:


	(1)	Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;

	(2)	Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or

	(3)	Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.

During the calendar years ended December 31, 2009 and December 31, 2010, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or any of their immediate family members served as an officer.

Trustees of the Fund who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Trustees’ Plan”). Under the Trustees’ Plan, an eligible Trustee may elect to have his or her deferred fees invested by the Fund in the shares of one or more funds in the Eaton Vance Family of Funds, and the amount paid to the Trustees under the Trustees’ Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Trustees’ Plan will have a negligible effect on the assets, liabilities, and net income per share of the Fund, and will not obligate the Fund to retain the services of any Trustee or obligate the Fund to pay any particular level of compensation to the Trustee. The Trust does not have a retirement plan for Trustees.

The fees and expenses of the Trustees of the Trust are paid by the Fund (and other series of the Trust). (A Trustee of the Trust who is a member of the Eaton Vance organization receives no compensation from the Trust.) During the fiscal year ending December 31, 2011, it is estimated that the Trustees of the Trust will earn the following compensation in their capacities as Trustees from the Trust. For the year ended December 31, 2010, the Trustees earned the following compensation in their capacities as Trustees of the funds in the Eaton Vance fund complex ⁽¹⁾ :


Source of Compensation	Scott E. Eston		Benjamin C. Esty		Allen R. Freedman		William H. Park		Ronald A. Pearlman		Helen Frame Peters		Harriett Tee Taggart		Lynn A. Stout			Ralph F. Verni


Trust ^{(2)^}	$	587	^ $	641	^ $	605	^ $	641	^ $	641	^ $	587 ^	$	587	$	641		$	899
Trust and Fund Complex ^{(1)^}	$	210,000	^ $	230,000	^ $	210,000	^$	230,000	^$	230,000	$	210,000	$	210,000	$	230,000	⁽³⁾	$	325,000	⁽⁴⁾


Eaton Vance Richard Bernstein All Asset Strategy Fund	11	SAI dated September 30, 2011


⁽¹⁾	As of ^ September 30, 2011, the Eaton Vance fund complex consists of ^ 178 registered investment companies or series thereof. Heidi L. Steiger resigned as a Trustee effective November 29, 2010. For the calendar year ended December 31, 2010^ , she received $210,000 from the Trust and Fund Complex. Mr. Eston and Ms. Taggart were elected as Trustees effective September 1, 2011, and thus the compensation figures listed for the Trust and Complex are estimated based on amounts each would have received if they had been Trustees for the 2010 and full 2011 calendar year.

⁽²⁾	The Trust consisted of 9 Funds as of ^ September 1, 2011.

⁽³⁾	Includes $45,000 of deferred compensation.

⁽⁴⁾	Includes $162,500 of deferred compensation.

Organization and Management of Wholly-Owned Subsidiary

The Fund may gain exposure to commodity markets by investing up to 25% of its total assets in Eaton Vance RBA Commodity Subsidiary, Ltd. (the "Subsidiary").

The Subsidiary is an exempted company organized under the laws of the Cayman Islands, whose registered office is located at the offices of Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9005, Cayman Islands. The Subsidiary’s affairs are overseen by a board currently consisting of one Director, Maureen A. Gemma. Ms. Gemma’s biographical information appears above in “Management and Organization.” The Subsidiary has entered into a separate contract with Eaton Vance whereby Eaton Vance provides investment advisory services to the Subsidiary. In addition, Eaton Vance has entered into a sub-advisory agreement with RBA to manage the Subsidiary’s assets. These agreements continue in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Fund cast in person at a meeting specifically called for the purposes of voting on such approval and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding securities of the Fund. The agreements may be terminated at any time without penalty upon sixty (60) days’ written notice by the Board of Trustees of either party, or by vote of the majority of the outstanding voting securities of the Fund, and each agreement will terminate automatically in the event of its assignment. The Subsidiary will bear the fees and expenses incurred in connection with the custody, transfer agency, and audit services that it receives. The Fund expects that the expenses borne by the Subsidiary will not be material in relation to the value of the Fund’s assets.

The Subsidiary has adopted compliance policies and procedures that are substantially similar to the policies and procedures adopted by the Fund. As a result, Eaton Vance and RBA, in managing the Subsidiary, are subject to the same investment policies and restrictions that apply to the management of the Fund. The Fund’s Chief Compliance Officer oversees implementation of the Subsidiary’s policies and procedures, and makes periodic reports to the Fund’s Board of Trustees regarding the Subsidiary’s compliance with its policies and procedures. The Fund and Subsidiary test for compliance with investment restrictions on a consolidated basis, except that with respect to Fund or Subsidiary borrowings. The Subsidiary is subject to asset segregation requirements to the same extent as the Fund, which are tested for compliance on a consolidated basis as noted, in the preceding sentence.

Please see “Taxes” below for information about certain tax aspects of the Fund’s investment in the Subsidiary.

Organization . The Fund is a series of the Trust, which was organized under Massachusetts law on May 25, 1985 and is operated as an open-end management investment company. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as the Fund). The Trustees of the Trust have divided the shares of the Fund into multiple classes. Each class represents an interest in the Fund, but is subject to different expenses, rights and privileges. The Trustees have the authority under the Declaration of Trust to create additional classes of shares with differing rights and privileges. When issued and outstanding, shares are fully paid and nonassessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted proportionately. Shares of the Fund will be voted together except that only shareholders of a particular class may vote on matters affecting only that class. Shares have no preemptive or conversion rights and are freely transferable. In the event of the liquidation of the Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.

As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders’ meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trust’s By-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trust’s By-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him or her from that office either by a written declaration filed with the Trust’s custodian or by votes cast at a meeting called for that purpose. The By-laws further provide that under certain circumstances the shareholders may call a meeting to remove a Trustee and that the Trust is required to provide assistance in communication with shareholders about such a meeting.

The Trust’s Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial


Eaton Vance Richard Bernstein All Asset Strategy Fund	12	SAI dated September 30, 2011

interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trust’s By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Trust or any series or class thereof may be terminated by: (1) the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote at any meeting of shareholders of the Trust or the appropriate series or class thereof, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the shares of the Trust or a series or class thereof, provided, however, that, if such termination is recommended by the Trustees, the vote of a majority of the outstanding voting securities of the Trust or a series or class thereof entitled to vote thereon shall be sufficient authorization; or (2) by means of an instrument in writing signed by a majority of the Trustees, to be followed by a written notice to shareholders stating that a majority of the Trustees has determined that the continuation of the Trust or a series or a class thereof is not in the best interest of the Trust, such series or class or of their respective shareholders.

Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. Numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts, and management is not aware of an instance where such liability has been imposed. The Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the Trust’s By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. The Declaration of Trust also contains provisions limiting the liability of a series or class to that series or class. Moreover, the Trust’s By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. The assets of the Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of the Fund’s business and the nature of its assets, management believes that the possibility of the Fund’s liability exceeding its assets, and therefore the shareholder’s risk of personal liability, is remote.

Proxy Voting Policy . The Board of Trustees of the Trust has adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the investment sub-adviser and adopted the proxy voting policies and procedures of the investment sub-adviser (the “Policies”). An independent proxy voting service has been retained to assist in the voting of Fund proxies through the provision of vote analysis, implementation and record keeping and disclosure services. The Trustees will review the Fund’s proxy voting records from time to time and will annually consider approving the Policies for the upcoming year. For a copy of the Fund Policy and investment sub-adviser Policies, see Appendix D and Appendix E, respectively. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES

Investment Advisory Services . Eaton Vance is the investment adviser for the Fund. The investment adviser manages the investments and affairs of the Fund and provides related office facilities and personnel subject to the supervision of the Trust’s Board of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the Fund and what portion, if any, of the Fund’s assets will be held uninvested. The Investment Advisory and Administrative Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Trust who are members of the investment adviser’s organization and all personnel of the investment adviser performing services relating to research and investment activities.

For a description of the compensation that the Fund pays to the investment adviser, see the Prospectus. Pursuant an investment sub-advisory agreement, between Eaton Vance and Richard Bernstein Advisors LLC (“RBA”), Eaton Vance pays compensation to RBA for providing sub-advisory services to the Fund.

The Investment Advisory and Administrative Agreement and Investment Sub-Advisory Agreement with the investment adviser or sub-adviser continues in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Trust^ cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the ^Fund. The Agreements may be terminated at any time without penalty on sixty (60) days’ written notice by the Board of Trustees or either party, or by vote of the majority of the outstanding voting securities of ^the Fund, and each Agreement will terminate automatically in the event of its assignment. The Investment Sub-Advisory Agreement may also be terminated in certain circumstances by the Sub-Adviser upon not less than 20 business days’ written notice to the Investment Adviser. Each Agreement provides that the investment adviser or sub-adviser may render services to others. Each Agreement also provides that the investment adviser or sub-adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties thereunder, or for any losses sustained in the acquisition, holding or disposition of any security or other investment.


Eaton Vance Richard Bernstein All Asset Strategy Fund	13	SAI dated September 30, 2011

Information About Eaton Vance . Eaton Vance is a business trust organized under the laws of The Commonwealth of Massachusetts. EV serves as trustee of Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of EVC, a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment management, administration and marketing activities. The Directors of EVC are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Dorothy E. Puhy, Duncan W. Richardson, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Mr. Faust, Jeffrey P. Beale, Cynthia J. Clemson, Maureen A. Gemma, Brian D. Langstraat, Michael R. Mach, Frederick S. Marius, Thomas M. Metzold, Scott H. Page, Mr. Richardson, Walter A. Row, III, G. West Saltonstall, Judith A. Saryan, David M. Stein, Payson F. Swaffield, Mark S. Venezia, Michael W. Weilheimer, Robert J. Whelan and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of Eaton Vance who are also officers, or officers and Directors of EVC and EV. As indicated under “Management and Organization,” all of the officers of the Trust (as well as Mr. Faust who is also a Trustee) hold positions in the Eaton Vance organization.

Code of Ethics . The investment adviser, sub-adviser, principal underwriter, and the Fund have adopted Codes of Ethics governing personal securities transactions. Under the Codes, employees of Eaton Vance, the sub-adviser and the principal underwriter may purchase and sell securities (including securities held or eligible for purchase by the Fund) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.

Information About RBA. RBA is a Delaware limited liability company that was formed under the name Richard Bernstein Capital Management LLC in May 2009. RBA has been an investment adviser registered with the SEC since June 2010. RBA expects to provide advisory services to investment companies, institutional clients and high net worth individuals. At ^ June 30, 2011, RBA’s assets under management totaled approximately $470 million.

Portfolio Manager . The portfolio manager of the Fund is listed below. The following table shows, as of ^ July 31, 2011, the number of accounts the portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.


	Number of All Accounts	Total Assets of All Accounts	Number of Accounts Paying a Performance Fee	Total Assets of Accounts Paying a Performance Fee

Richard Bernstein
Registered Investment Companies	^ 1*	^ $458.9*	0	^ $0
Other Pooled Investment Vehicles	0	^$0	0	^ $0
Other Accounts	0	^$0	0	^ $0


^ *	The Fund commenced operations on September 30, 2011.

Mr. Bernstein did not beneficially own shares of the Fund since the Fund ^ had not commenced operations prior to the date of this SAI , however, Mr. Bernstein beneficially owned ^ over $1,000,000 in the Eaton Vance Family of Funds as of December 31, 2010^ .

It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises. In addition due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons. The investment adviser has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Compensation Structure for RBA. Compensation of RBA’s portfolio managers and other investment professionals has several components, depending upon the status of the employee: (1) in all cases, a base salary; (2) in the case of non-partners, a discretionary cash bonus payable annually and based on individual performance and overall firm profits; and (3) in the case of partners, a cash bonus or profit participation payable annually and equal to a defined percentage of overall firm profits. RBA investment personnel


Eaton Vance Richard Bernstein All Asset Strategy Fund	14	SAI dated September 30, 2011

also receive certain insurance and other benefits that are broadly available to all of the firm’s employees. Compensation of all RBA employees is reviewed and evaluated annually. Salaries are paid throughout the year, with any adjustments typically put into effect on January 1 ^st of the respective year. Cash bonuses and profit participations are typically paid at or shortly after year-end.

Method to Determine Compensation. RBA seeks to compensate its portfolio managers in a manner that is commensurate with their job performance and with the scale and complexity of their responsibilities, and that is competitive with other investment management firms. Because all of RBA’s portfolio managers share responsibility for all of the firm’s managed funds and accounts, each manager’s performance is evaluated based on, inter alia, the individual and composite pre-tax performance of all such funds and accounts (including versus peer groups of funds, as determined by, e.g., Lipper and/or Morningstar) and the respective manager’s perceived contribution to that performance, considering both current-year and longer-term performance objectives and results. While the salaries of RBA portfolio managers and other investment personnel are relatively fixed, cash bonuses and the value of profit participations may fluctuate substantially from year to year, based on changes in the firm’s financial performance and other factors as herein described.

Administrative Services. Eaton Vance also provides administrative services to the Fund. Under its Investment Advisory and Administrative Agreement, Eaton Vance has been engaged to administer the Fund’s affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund.

Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for the Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of the Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to the Fund); (3) furnishes an SAI to any shareholder who requests one in writing or by telephone from the Fund; and (4) processes transaction requests received via telephone. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by the Fund’s transfer agent from fees it receives from the Eaton Vance funds. The Fund will pay a pro rata share of such fee.

Expenses. The Fund is responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with each investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, the Fund is responsible for its pro rata share of those expenses. The only expenses of the Fund allocated to a particular class are those incurred under the Distribution Plan applicable to that class (if any) and certain other class-specific expenses.

OTHER SERVICE PROVIDERS

Principal Underwriter. Eaton Vance Distributors, Inc. (“EVD”), Two International Place, Boston, MA 02110 is the principal underwriter of the Fund. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the Trust. The expenses of printing copies of prospectuses used to offer shares and other selling literature and of advertising are borne by the principal underwriter. The fees and expenses of qualifying and registering and maintaining qualifications and registrations of the Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement is renewable annually by the Trust’s Board of Trustees (including a majority of the noninterested Trustees who have no direct or indirect financial interest in the operation of the Distribution Agreement or any applicable Distribution Plan), may be terminated on sixty days’ notice either by such Trustees or by vote of a majority of the outstanding Fund shares or on six months’ notice by the principal underwriter and is automatically terminated upon assignment. The principal underwriter distributes shares on a “best efforts” basis under which it is required to take and pay for only such shares as may be sold. EVD is a direct, wholly-owned subsidiary of EVC. Mr. Faust is a Director of EVD.

Custodian. State Street Bank and Trust Company (“State Street”), 200 Clarendon Street, Boston, MA 02116, serves as custodian to the Fund. State Street has custody of all cash and securities of the Fund, maintains the general ledger of the Fund and computes the daily net asset value of shares of the Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Fund’s investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust. State Street provides services in connection with the preparation of shareholder reports and the electronic filing of such reports with the SEC. EVC and its affiliates and their officers and employees from time to time have transactions with various banks, including State Street. It is Eaton Vance’s opinion that the terms and conditions of such transactions were not and will not be influenced by existing or potential custodial or other relationships between the Fund and such banks.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of the Fund, providing audit and related services, assistance and consultation with respect to the preparation of filings with the SEC.


Eaton Vance Richard Bernstein All Asset Strategy Fund	15	SAI dated September 30, 2011

Transfer Agent. BNY Mellon Investment Servicing (US) Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for the Fund.

CALCULATION OF NET ASSET VALUE

The net asset value of the Fund is ^ determined by State Street (as agent and ^ custodian) by subtracting the liabilities of the Fund from the value of its total assets. The Fund ^ is closed for business and will not ^ issue a net asset value on the following business holidays and any other business day that the New York Stock Exchange (the “Exchange”) is closed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. ^

The Board of Trustees has approved procedures pursuant to which investments are valued for purposes of determining the Fund’s net asset value. Listed below is a summary of the methods generally used to value investments (some or all of which may be held by the Fund) under the procedures. ^


	•	Equity securities (including common stock, exchange traded funds, closed end funds, preferred equity securities, exchange traded notes and other instruments that trade on recognized stock exchanges) are valued at the last sale, official close or if there are no reported sales at the mean between the bid and asked price on the primary exchange on which they are traded.

	•	Most debt obligations are valued on the basis of market valuations furnished by a pricing service or at the mean of the bid and asked prices provided by recognized broker/dealers of such securities. The pricing service may use a pricing matrix to determine valuation.

	•	Short-term obligations and money market securities maturing in sixty days or less typically are valued at amortized cost which approximates value.

	•	Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations supplied by a pricing service.

	•	Senior and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing service uses transactions and market quotations from brokers in determining values.

	•	Most seasoned fixed-rate 30 year MBS are valued by Eaton Vance using a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers.

	•	Futures contracts are valued at the settlement or closing price on the primary exchange or board of trade on which they are traded.

	•	Exchange-traded options are valued at the mean of the bid and asked prices. Over-the-counter options are valued based on quotations obtained from a pricing service or from a broker (typically the counterparty to the option).

	•	Non-exchange traded derivatives (including swap agreements, forward contracts and equity participation notes) are generally valued on the basis of valuations provided by a pricing service or using quotes provided by a broker/dealer (typically the counterparty).

	•	Precious metals are valued are valued at the New York Composite mean quotation.

	•	Liabilities with a payment or maturity date of 364 days or less are stated at their principal value and longer dated liabilities generally will be carried at their fair value.

	•	Valuations of foreign securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the Exchange. Such fair valuations may be based on information provided by a pricing service.

Investments which are unable to be valued in accordance with the foregoing methodologies are valued at fair value using methods determined in good faith by or at the direction of the Trustees. Such methods may include consideration of relevant factors, including but not limited to (i) the type of security, the existence of any contractual restrictions on the security’s disposition, (ii) the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, (iii) quotations or relevant information obtained from broker-dealers or other market participants, (iv) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), (v) an analysis of the company’s or entity’s financial condition, (vi) an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold. (vii) an analysis of the terms of any transaction involving the issuer of such securities; and (viii) any other factors deemed relevant by the investment adviser. The portfolio managers of one Eaton Vance fund that invests in Senior and Junior Loans may not possess the same information about a Senior or Junior Loan as the portfolio managers of another Eaton Vance fund. As such, at times the fair value of a Loan determined by certain Eaton Vance portfolio managers may vary from the fair value of the same Loan determined by other portfolio managers.


Eaton Vance Richard Bernstein All Asset Strategy Fund	16	SAI dated September 30, 2011

PURCHASING AND REDEEMING SHARES

Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through financial intermediaries which have entered into agreements with the principal underwriter. Shares of the Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the financial intermediaries responsible for selling Fund shares. The sales charge table in the Prospectus is applicable to purchases of the Fund alone or in combination with purchases of certain other funds offered by the principal underwriter, made at a single time by (i) an individual, or an individual, his or her spouse and their children under the age of twenty-one, purchasing shares for his or their own account, and (ii) a trustee or other fiduciary purchasing shares for a single trust estate or a single fiduciary account. The table is also presently applicable to (1) purchases of Class A shares pursuant to a written Statement of Intention; or (2) purchases of Class A shares pursuant to the Right of Accumulation and declared as such at the time of purchase. See “Sales Charges”.

In connection with employee benefit or other continuous group purchase plans, the Fund may accept initial investments of less than the minimum investment amount on the part of an individual participant. In the event a shareholder who is a participant of such a plan terminates participation in the plan, his or her shares will be transferred to a regular individual account. However, such account will be subject to the right of redemption by the Fund as described below.

Class I Share Purchases. Class I shares are available for purchase by clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance and certain Fund service providers; current and retired Directors and Trustees of Eaton Vance funds; employees of Eaton Vance and its affiliates and such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts.

Suspension of Sales. The Trust may, in its absolute discretion, suspend, discontinue or limit the offering of one or more of its classes of shares at any time. In determining whether any such action should be taken, the Trust’s management intends to consider all relevant factors, including (without limitation) the size of the Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares. The Class A and Class C Distribution Plans may continue in effect and payments may be made under the Plans following any such suspension, discontinuance or limitation of the offering of shares; however, there is no contractual obligation to continue any Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholder’s ability to redeem shares.

Additional Information About Redemptions. The right to redeem shares of the Fund can be suspended and the payment of the redemption price deferred when the Exchange is closed (other than for customary weekend and holiday closings), during periods when trading on the Exchange is restricted as determined by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Fund to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.

Due to the high cost of maintaining small accounts, the Trust reserves the right to redeem accounts with balances of less than $750. Prior to such a redemption, shareholders will be given 60 days’ written notice to make an additional purchase. However, no such redemption would be required by the Trust if the cause of the low account balance was a reduction in the net asset value of shares. No CDSC or redemption fees, if applicable, will be imposed with respect to such involuntary redemptions.

While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of the Fund, either totally or partially, by a distribution in kind of readily marketable securities withdrawn from the Fund. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.

Systematic Withdrawal Plan. The transfer agent will send to the shareholder regular monthly or quarterly payments of any permitted amount designated by the shareholder based upon the value of the shares held. The checks will be drawn from share redemptions and hence, may require the recognition of taxable gain or loss. Income dividends and capital gains distributions in connection with withdrawal plan accounts will be credited at net asset value as of the record date for each distribution. Continued withdrawals in excess of current income will eventually use up principal, particularly in a period of declining market prices. A shareholder may not have a withdrawal plan in effect at the same time he or she has authorized Bank Automated Investing or is otherwise making regular purchases of Fund shares. The shareholder, the transfer agent or the principal underwriter may terminate the withdrawal plan at any time without penalty.


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Other Information. The Fund’s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholder’s shares is diluted materially as the result of a purchase or sale or other transaction.

In circumstances where a financial intermediary has entered into an agreement with the Fund or its principal underwriter to exchange shares from one class of the Fund to another, such exchange shall be permitted and any applicable redemption fee will not be imposed in connection with such transaction, provided that the class of shares acquired in the exchange is subject to the same redemption fee. In connection with the exemption from the Fund’s policies to discourage short-term trading and market timing and the applicability of any redemption fee to a redemption, asset allocation programs include any investment vehicle that allocates its assets among investments in concert with changes in a model portfolio and any asset allocation programs that may be sponsored by Eaton Vance or its affiliates.

SALES CHARGES

Dealer Commissions. The principal underwriter may, from time to time, at its own expense, provide additional incentives to financial intermediaries which employ registered representatives who sell Fund shares and/or shares of other funds distributed by the principal underwriter. In some instances, such additional incentives may be offered only to certain financial intermediaries whose representatives sell or are expected to sell significant amounts of shares. In addition, the principal underwriter may from time to time increase or decrease the sales commissions payable to financial intermediaries. The principal underwriter may allow, upon notice to all financial intermediaries with whom it has agreements, discounts up to the full sales charge during the periods specified in the notice. During periods when the discount includes the full sales charge, such financial intermediaries may be deemed to be underwriters as that term is defined in the 1933 Act.

Purchases at Net Asset Value. Class A shares may be sold at net asset value to current and retired Directors and Trustees of Eaton Vance funds and portfolios; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with the Fund (or class thereof), (2) to investors making an investment as part of a fixed fee program whereby an entity unaffiliated with the investment adviser provides investment services, such as management, brokerage and custody, (3) to investment advisors, financial planners or other intermediaries who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; financial intermediaries who have entered into an agreement with the principal underwriter to offer Class A shares through a no-load network or platform; and to retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to, those defined in Section 401(a), 403(b) or 457 of the Code and “rabbi trusts”, (4) to officers and employees of the Fund’s custodian and transfer agent, and (5) in connection with the ReFlow liquidity program. Class A shares may also be sold at net asset value to registered representatives and employees of financial intermediaries. Sales charges generally are waived because either (i) there is no sales effort involved in the sale of shares or (ii) the investor is paying a fee (other than the sales charge) to the financial intermediary involved in the sale. Any new or revised sales charge or CDSC waiver will be prospective only.

Waiver of Investment Minimums. In addition to waivers described in the Prospectus, minimum investment amounts are waived for current and retired Directors and Trustees of Eaton Vance funds and portfolios, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds, and for such persons’ spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of the Fund’s custodian and transfer agent. Investments in the Fund by ReFlow in connection with the ReFlow liquidity program are also not subject to the minimum investment amount.

Statement of Intention. If it is anticipated that $50,000 or more of Class A shares and shares of other funds exchangeable for Class A shares of another Eaton Vance fund will be purchased within a 13-month period, the Statement of Intention section of the account application should be completed so that shares may be obtained at the same reduced sales charge as though the total quantity were invested in one lump sum. Shares eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period will be included toward the completion of the Statement. If you make a Statement of Intention, the transfer agent is authorized to hold in escrow sufficient shares (5% of the dollar amount specified in the Statement) which can be redeemed to make up any difference in sales charge on the amount intended to be invested and the amount actually invested. A Statement of Intention does not obligate the shareholder to purchase or the Fund to sell the full amount indicated in the Statement.


Eaton Vance Richard Bernstein All Asset Strategy Fund	18	SAI dated September 30, 2011

If the amount actually purchased during the 13-month period is less than that indicated in the Statement, the shareholder will be requested to pay the difference between the sales charge applicable to the shares purchased and the sales charge paid under the Statement of Intention. If the payment is not received in 20 days, the appropriate number of escrowed shares will be redeemed in order to realize such difference. If the total purchases during the 13-month period are large enough to qualify for a lower sales charge than that applicable to the amount specified in the Statement, all transactions will be computed at the expiration date of the Statement to give effect to the lower sales charge. Any difference will be refunded to the shareholder in cash or applied to the purchase of additional shares, as specified by the shareholder. This refund will be made by the financial intermediary and the principal underwriter. If at the time of the recomputation, the financial intermediary for the account has changed, the adjustment will be made only on those shares purchased through the current financial intermediary for the account. If the sales charge rate changes during the 13-month period, all shares purchased or charges assessed after the date of such change will be subject to the then applicable sales charge.

Right of Accumulation. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of shares owned by the shareholder. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Share purchases eligible for the right of accumulation are described under “Sales Charges” in the Prospectus. For any such discount to be made available at the time of purchase a purchaser or his or her financial intermediary must provide the principal underwriter (in the case of a purchase made through a financial intermediary) or the transfer agent (in the case of an investment made by mail) with sufficient information to permit verification that the purchase order qualifies for the accumulation privilege. Confirmation of the order is subject to such verification. The right of accumulation privilege may be amended or terminated at any time as to purchases occurring thereafter.

Tax-Deferred Retirement Plans. Shares may be available for purchase in connection with certain tax-deferred retirement plans. Detailed information concerning these plans, including certain exceptions to minimum investment requirements, and copies of the plans are available from the principal underwriter. This information should be read carefully and consulting with an attorney or tax adviser may be advisable. The information sets forth the service fee charged for retirement plans and describes the federal income tax consequences of establishing a plan. Participant accounting services (including trust fund reconciliation services) will be offered only through third party recordkeepers and not by the principal underwriter. Under all plans, dividends and distributions will be automatically reinvested in additional shares.

Distribution Plans

The Trust has in effect a compensation-type Distribution Plan for Class A shares (the “Class A Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan is designed to (i) finance activities which are primarily intended to result in the distribution and sales of Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, financial intermediaries and other persons. The distribution and service fees payable under the Class A Plan shall not exceed 0.25% of the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid monthly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A.

The Trust has in effect a compensation-type Distribution Plan for Class C shares (the “Class C Plan”) pursuant to Rule 12b-1 under the 1940 Act. Class C pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to financial intermediaries on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest expenses. The principal underwriter shall be entitled to receive all CDSCs paid or payable with respect to Class C shares, provided that no such sales charge which would cause the Class C to exceed the maximum applicable cap imposed hereon by Rule 2830 of the FINRA Rules shall be imposed.^

The Class C Plan also authorizes the payment of service fees to the principal underwriter, financial intermediaries and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class C, financial intermediaries currently receive (a) a service fee (except on exchange transactions and reinvestments) at the time of sale equal to 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% of the value of Class C shares sold by such dealer. During the first year after a purchase of Class C shares, the principal underwriter will retain the service fee as reimbursement for the service fee payment made to financial intermediaries at the time of sale. For the service fees paid, see Appendix B.^

The Trustees of the Trust believe that the Plan will be a significant factor in the expected growth of the Fund’s assets, and will result in increased investment flexibility and advantages which have benefited and will continue to benefit the Fund and its shareholders. The Eaton Vance organization will profit by reason of the operation of a Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to a Plan exceeds the total expenses


Eaton Vance Richard Bernstein All Asset Strategy Fund	19	SAI dated September 30, 2011

incurred in distributing Fund shares. Because payments to the principal underwriter under a Plan are limited, uncovered distribution charges, if applicable, (sales expenses of the principal underwriter plus interest, less the above fees and CDSCs received by it) may exist indefinitely. For sales commissions, CDSCs and uncovered distribution charges, if applicable, see Appendix A and Appendix B.

A Plan continues in effect from year to year so long as such continuance is approved at least annually by the vote of both a majority of (i) the noninterested Trustees of the Trust who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Plan Trustees”) and (ii) all of the Trustees then in office. A Plan may be terminated at any time by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the applicable Class. Quarterly Trustee review of a written report of the amount expended under the Plan and the purposes for which such expenditures were made is required. A Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the affected Class and the Trustees. So long as a Plan is in effect, the selection and nomination of the noninterested Trustees shall be committed to the discretion of such Trustees. The Trustees, including the Plan Trustees, initially approved the current Plan(s) on August 8, 2011. Any Trustee of the Trust who is an “interested” person of the Trust has an indirect financial interest in a Plan because his or her employer (or affiliates thereof) receives distribution and/or service fees under the Plan or agreements related thereto.

PERFORMANCE

Performance Calculations. Average annual total return before deduction of taxes (“pre-tax return”) is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation, and distributions paid and reinvested) for the stated period and annualizing the result. The calculation assumes (i) that all distributions are reinvested at net asset value on the reinvestment dates during the period, (ii) the deduction of the maximum of any initial sales charge from the initial $1,000 purchase, (iii) a complete redemption of the investment at the end of the period, and (iv) the deduction of any applicable CDSC at the end of the period.

Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B and Appendix C.

In addition to the foregoing total return figures, the Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. After-tax returns may also be calculated using different tax rate assumptions and taking into account state and local income taxes as well as federal taxes.

Disclosure of Portfolio Holdings and Related Information. The Board of Trustees has adopted policies and procedures (the “Policies”) with respect to the disclosure of information about portfolio holdings of the Fund. See the Fund’s Prospectus for information on disclosure made in filings with the SEC and/or posted on the Eaton Vance website and disclosure of certain portfolio characteristics. Pursuant to the Policies, information about portfolio holdings of the Fund may also be disclosed as follows:


	•	Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of the Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers that have a legal or contractual duty to keep such information confidential, such as employees of the investment adviser (including portfolio managers and, in the case of the Portfolio, the portfolio manager of any account that invests in the Portfolio), the administrator, custodian, transfer agent, principal underwriter, etc. described herein and in the Prospectus; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of the Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the arrangement. To the extent applicable


Eaton Vance Richard Bernstein All Asset Strategy Fund	20	SAI dated September 30, 2011


		to an Eaton Vance fund, such persons may include securities lending agents which may receive information from time to time regarding selected holdings which may be loaned by a Fund, in the event a Fund is rated, credit rating agencies (Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group), analytical service providers engaged by the investment adviser (Advent, Bloomberg L.P., Evare, Factset, McMunn Associates, Inc. and The Yield Book, Inc.), proxy evaluation vendors (Institutional Shareholder Servicing Inc.), pricing services (TRPS Mark-to-Market Pricing Service, WM Company Reuters Information Services and Non-Deliverable Forward Rates Service, Pricing Direct, FT Interactive Data Corp., Standard & Poor’s Securities Evaluation Service, Inc., SuperDerivatives and Stat Pro.), which receive information as needed to price a particular holding, translation services, lenders under Fund credit facilities (Citibank, N.A. and its affiliates), consultants and other product evaluators (Morgan Stanley Smith Barney LLC) and, for purposes of facilitating portfolio transactions, financial intermediaries and other intermediaries (national and regional municipal bond dealers and mortgage-backed securities dealers). These entities receive portfolio information on an as needed basis in order to perform the service for which they are being engaged. If required in order to perform their duties, this information will be provided in real time or as soon as practical thereafter. Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of the Fund’s Board of Trustees. In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.

	•	Historical portfolio holdings information: From time to time, the Fund may be requested to provide historic portfolio holdings information or certain characteristics of portfolio holdings that have not been made public previously. In such case, the requested information may be provided if: the information is requested for due diligence or another legitimate purpose; the requested portfolio holdings or portfolio characteristics are for a period that is no more recent than the date of the portfolio holdings or portfolio characteristics posted to the Eaton Vance website; the Fund’s portfolio manager and Eaton Vance’s Chief Equity or Chief Income Investment Officer (as appropriate) have reviewed the request and do not believe the dissemination of the information requested would disadvantage Fund shareholders; and the Fund’s Chief ^ Legal Officer (“C^ L O”) has reviewed the request to ensure that the disclosure of the requested information does not give rise to a conflict of interest between Fund shareholders and an affiliated service provider.

The Fund, the investment adviser, sub-adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning the Fund’s portfolio holdings.

The Policies may not be waived, or exception made, without the consent of the C hief C ompliance O fficer (“CCO”) of the Fund. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of the Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between the Fund’s shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the Trustees at their next meeting. The Trustees may impose additional restrictions on the disclosure of portfolio holdings information at any time.

The Policies are designed to provide useful information concerning the Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by the Fund. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of “market timing” models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Fund.

TAXES^

The following is a summary of some of the tax consequences affecting the Fund and its shareholders. The summary does not address all of the special tax rules applicable to certain classes of investors, such as IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders should consult their own tax advisors with respect to special tax rules that may apply in their particular situations, as well as the federal, state, local, and, where applicable, foreign tax consequences of investing in the Fund.^

Taxation of the Fund. The Fund, as a series of the Trust, is treated as a separate entity for federal income tax purposes. The Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income (including tax-exempt income, if any) and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If the Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, it will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. The Fund intends to qualify as a RIC for its current fiscal year.^


Eaton Vance Richard Bernstein All Asset Strategy Fund	21	SAI dated September 30, 2011

The Fund also seeks to avoid payment of federal excise tax. However, if the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted to so elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts. In order to avoid incurring a federal excise tax obligation, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income (excluding tax-exempt income, if any) for such year, (ii) at least 98.2% of its capital gain net income (which is the excess of its realized capital gains over its realized capital losses), generally computed on the basis of the one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards, and (iii) 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If the Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that the Fund qualifies as a RIC (and, where applicable, the Portfolio is treated as partnerships for Massachusetts and federal tax purposes), the Fund should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.

If the Fund does not qualify as a RIC for any taxable year, the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of tax-exempt income and net capital gain (if any), will be taxable to the shareholder as dividend income. However, such distributions may be eligible (i) for taxable years beginning before January 1, 2013 ^, to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends-received deduction in the case of corporate shareholders. In addition, in order to re-qualify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions. ^

In certain situations, the Fund may, for a taxable year, elect to defer all or a portion of its capital losses realized after October and net ordinary losses incurred after December until the next taxable year in computing its investment company taxable income and net capital gain, which will defer the recognition of such realized losses. Such deferrals and other rules regarding gains and losses realized after October may affect the tax character of shareholder distributions.^

The Code contains a provision codifying the judicial economic substance doctrine, which has traditionally been used by courts to deny tax benefits for transactions that lack economic substance; a strict liability penalty is imposed for an understatement of tax liability due to a transaction’s lack of economic substance.^

Taxation of the Portfolio. If the Fund invests its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, the Portfolio intends to be treated as a partnership that is not a “publicly traded partnership” and, as a result, will not be subject to federal income tax. The Fund, as an investor in the Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolio’s income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. The Portfolio will allocate at least annually among its investors, including the Fund, the Portfolio’s net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. For purposes of applying the requirements of the Code regarding qualification as a RIC, the Fund (i) will be deemed to own its proportionate share of each of the assets of the Portfolio and (ii) will be entitled to the gross income of the Portfolio attributable to such share. Under current law, provided that the Portfolio is treated as partnerships for Massachusetts and federal tax purposes), the Portfolio should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.

Taxation of the Subsidiary. The Subsidiary is classified as a corporation for U.S. federal income tax purposes. As described in the prospectus, the Fund has either applied for or received from the IRS a private ruling relating to the treatment of the income received by the Fund from the Subsidiary for purposes of the Fund’s status as a “RIC” under the Code. Foreign corporations, such as the Subsidiary, will generally not be subject to U.S. federal income taxation unless they are deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiary will conduct it activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of the Subsidiary’s activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.

The Subsidiary is treated as a controlled foreign corporation (“CFC”) for tax purposes and the Fund is treated as a “U.S. shareholder” of the Subsidiary. As a result, the Fund is required to include in gross income for U.S. federal income tax purposes all of its Subsidiary’s “subpart F income,” whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary’s income will be “subpart F income.” The Fund’s recognition of its Subsidiary’s “subpart F income” will increase the Fund’s tax basis in its Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce the Fund’s tax basis in the Subsidiary. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Fund. As described in the prospectus, the Fund has either applied for or received a private letter ruling relating to the treatment of income from the Subsidiary for purposes of its qualification as a RIC.


Eaton Vance Richard Bernstein All Asset Strategy Fund	22	SAI dated September 30, 2011

Tax Consequences of Certain Investments. The following summary of the tax consequences of certain types of investments applies to the Fund and the Portfolio, as appropriate. References in the following summary to “the Fund” are to any Fund or Portfolio that can engage in the particular practice as described in the prospectus or SAI.

Securities Acquired at Market Discount or with Original Issue Discount . Investment in securities acquired at a market discount, or in zero coupon, deferred interest, payment-in-kind and certain other securities with original issue discount, generally may cause the Fund to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by the Fund and, in order to avoid a tax payable by the Fund, the Fund may be required to liquidate securities that it might otherwise have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders. The Fund may elect to accrue market discount income on a daily basis.

Lower Rated or Defaulted Securities. Investments in securities that are at risk of, or are in, default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income.

Municipal Obligations. Any recognized gain or income attributable to market discount on long-term tax-exempt municipal obligations ( i.e. , obligations with a term of more than one year) purchased after April 30, 1993 (except to the extent of a portion of the discount attributable to original issue discount), is taxable as ordinary income. A long-term debt obligation is generally treated as acquired at a market discount if purchased after its original issue at a price less than (i) the stated principal amount payable at maturity, in the case of an obligation that does not have original issue discount or (ii) in the case of an obligation that does have original issue discount, the sum of the issue price and any original issue discount that accrued before the obligation was purchased, subject to a de minimis exclusion.

From time to time proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal obligations, and it can be expected that similar proposals may be introduced in the future. As a result of any such future legislation, the availability of municipal obligations for investment by the Fund and the value of the securities held by it may be affected. It is possible that events occurring after the date of issuance of municipal obligations, or after the Fund’s acquisition of such an obligation, may result in a determination that the interest paid on that obligation is taxable, even retroactively.

If the Fund seeks income exempt from state and/or local taxes, information about such taxes is contained in an appendix to this SAI (see the Table of Contents).

Tax Credit Bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including Build America Bonds, clean renewable energy bonds and other qualified tax credit bonds) on one or more applicable dates during a taxable year and the Fund satisfies the minimum distribution requirement, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.

Derivatives. The Fund’s investment in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions may be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of Fund distributions.

Investments in so-called “section 1256 contracts,” such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by the Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by the Fund.

^Fund positions in index options that do not qualify as “section 1256 contracts” under the Code generally will be treated as equity options governed by Code Section 1234. Pursuant to Code Section 1234, if a written option expires unexercised, the premium received is short-term capital gain to the Fund. If the Fund enters into a closing transaction with respect to a written option, the difference


Eaton Vance Richard Bernstein All Asset Strategy Fund	23	SAI dated September 30, 2011

between the premium received and the amount paid to close out its position is short-term capital gain or loss. If an option written by the Fund that is not a “section 1256 contract” is cash settled, any resulting gain or loss will be short-term capital gain . For an option purchased by the Fund that is not a “section 1256 contract” any gain or loss resulting from sale of the option will be a capital gain or loss, and will be short-term or long-term, depending upon the holding period for the option. If the option expires, the resulting loss is a capital loss and is short-term or long-term, depending upon the holding period for the option. If a put option written by the Fund is exercised and physically settled, the premium received is treated as a reduction in the amount paid to acquire the underlying securities, increasing the gain or decreasing the loss to be realized by the Fund upon sale of the securities. If a call option written by the Fund is exercised and physically settled, the premium received is included in the sale proceeds, increasing the gain or decreasing the loss realized by the Fund at the time of option exercise.^

As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to a swap for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss. The tax treatment of many types of credit default swaps is uncertain.^

Short Sales. In general, gain or loss on a short sale is recognized when the Fund closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered to be capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in the Fund’s hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of “substantially identical property” held by the Fund. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, “substantially identical property” has been held by the Fund for more than one year. In general, the Fund will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered.^

Constructive Sales. The Fund may recognize gain (but not loss) from a constructive sale of certain “appreciated financial positions” if the Fund enters into a short sale, offsetting notional principal contract, or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment include interests (including options and forward contracts and short sales) in stock and certain other instruments. Constructive sale treatment does not apply if the transaction is closed out not later than thirty days after the end of the taxable year in which the transaction was initiated, and the underlying appreciated securities position is held unhedged for at least the next sixty days after the hedging transaction is closed.^

Gain or loss on a short sale will generally not be realized until such time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds a short sale position with respect to securities that have appreciated in value, and it then acquires property that is the same as or substantially identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property as if the short sale were closed on such date with such property. Similarly, if the Fund holds an appreciated financial position with respect to securities and then enters into a short sale with respect to the same or substantially identical property, the Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters into the short sale. The subsequent holding period for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position were acquired on the date of the constructive sale.^

Foreign Investments and Currencies. The Fund’s investments in foreign securities may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains), which would decrease the Fund’s income on such securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. If more than 50% of the Fund assets at year end consists of the debt and equity securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries. If the election is made, shareholders will include in gross income from foreign sources their pro rata share of such taxes. A shareholder’s ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code (including a holding period requirement applied at both the Fund and shareholder level), as a result of which a shareholder may not get a full credit or deduction for the amount of such taxes. In particular, the Fund must own the dividend-paying stock for more than 15 days during the 31-day period beginning 15 days prior to the ex-dividend date. Likewise, shareholders must hold their Fund shares (without protection from risk or loss) on the ex-dividend date


Eaton Vance Richard Bernstein All Asset Strategy Fund	24	SAI dated September 30, 2011

and for at least 15 additional days during the 31-day period beginning 15 days prior to the ex-dividend date to be eligible to claim the foreign tax with respect to a given dividend. Shareholders who do not itemize deductions on their federal income tax returns may claim a credit (but no deduction) for such taxes. Individual shareholders subject to the alternative minimum tax (“AMT”) may not deduct such taxes for AMT purposes.

Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities are generally treated as ordinary income or ordinary loss.

Investments in “passive foreign investment companies” (“PFICs”) could subject the Fund to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the PFIC as a “qualified electing fund”. If the Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, the Fund might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the distribution requirements described above. In order to make this election, the Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if the Fund were to make a mark-to-market election with respect to a PFIC, the Fund would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. This election must be made separately for each PFIC, and once made, would be effective for all subsequent taxable years unless revoked with the consent of the IRS. The Fund may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. As a result, the Fund may have to distribute this “phantom” income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.^

U.S. Government Securities. Distributions paid by the Fund that are derived from interest on obligations of the U.S. Government and certain of its agencies and instrumentalities (but generally not distributions of capital gains realized upon the disposition of such obligations) may be exempt from state and local income taxes. The Fund generally intends to advise shareholders of the extent, if any, to which its distributions consist of such interest. Shareholders are urged to consult their tax advisers regarding the possible exclusion of such portion of their dividends for state and local income tax purposes. ^

Real Estate Investment Trusts (“REITs”). Any investment by the Fund in equity securities of a REIT qualifying as such under Subchapter M of the Code may result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Investments in REIT equity securities also may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income. ^

Taxation of Fund Shareholders. Subject to the discussion of distributions of tax-exempt income below, Fund distributions of investment income and net gains from investments held for one year or less will be taxable as ordinary income. Fund distributions of any net gains from investments held for more than one year are taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated the gains, rather than how long a shareholder has owned his or her shares in the Fund. Dividends and distributions on the Fund’s shares are generally subject to federal income tax as described herein to the extent they are made out of the Fund’s earnings and profits, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when the Fund’s net asset value also reflects unrealized losses. ^

Distributions paid by the Fund during any period may be more or less than the amount of net investment income and capital gains actually earned during the period. If the Fund makes a distribution to a shareholder in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholder’s tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.


Eaton Vance Richard Bernstein All Asset Strategy Fund	25	SAI dated September 30, 2011

Ordinarily, shareholders are required to take taxable distributions by the Fund into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by the Fund in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than in the year paid.

The amount of distributions payable by the Fund may vary depending on general economic and market conditions, the composition of investments, current management strategy and Fund operating expenses. The Fund will inform shareholders of the tax character of all distributions annually as required by applicable rules and regulations. The maximum rates for ordinary income and short-term capital gain are currently 35% and are scheduled to increase to 39.6%; for long-term gains the maximum rate is currently 15% and is scheduled to increase to 20% for taxable years beginning on or after January 1, 2013.

The Fund may elect to retain its net capital gain, in which case the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that the Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

Any Fund distribution, other than dividends that are declared by the Fund on a daily basis, will have the effect of reducing the per share net asset value of Fund shares by the amount of the distribution. If a shareholder buys shares when the Fund has unrealized or realized but not yet distributed ordinary income or capital gains, the shareholder will pay full price for the shares and then may receive a portion back as a taxable distribution even though such distribution may economically represent a return of the shareholder’s investment.

Tax-Exempt Income. Distributions by the Fund of net tax-exempt interest income that are properly designated as “exempt-interest dividends” may be treated by shareholders as interest excludable from gross income for federal income tax purposes under Section 103(a) of the Code. In order for the Fund to be entitled to pay the tax-exempt interest income as exempt-interest dividends to its shareholders, the Fund must satisfy certain requirements, including the requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is exempt from regular federal income tax under Code Section 103(a). Interest on certain municipal obligations may be taxable for purposes of the federal AMT and for state and local purposes. In addition, corporate shareholders must include the full amount of exempt-interest dividends in computing the preference items for the purposes of the AMT. Fund shareholders are required to report tax-exempt interest on their federal income tax returns.

Tax-exempt distributions received from the Fund are taken into account in determining, and may increase, the portion of social security and certain railroad retirement benefits that may be subject to federal income tax. Interest on indebtedness incurred by a shareholder to purchase or carry Fund shares that distributes exempt-interest dividends will not be deductible for U.S. federal income tax purposes. If a shareholder receives exempt interest dividends with respect to any Fund share and if the share is held by the shareholder for six months or less, then any loss on the sale or exchange of the share may, to the extent of the exempt-interest dividends, be disallowed. Furthermore, a portion of any exempt-interest dividend paid by the Fund that represents income derived from certain revenue or private activity bonds held by the Fund may not retain its tax-exempt status in the hands of a shareholder who is a “substantial user” of a facility financed by such bonds, or a “related person” thereof. In addition, the receipt of dividends and distributions from the Fund may affect a foreign corporate shareholder’s federal “branch profits” tax liability and the federal “excess net passive income” tax liability of a shareholder of a Subchapter S corporation. Shareholders should consult their own tax advisors as to whether they are (i) “substantial users” with respect to a facility or “related” to such users within the meaning of the Code or (ii) subject to a federal alternative minimum tax, the federal “branch profits” tax, or the federal “excess net passive income” tax.

Qualified Dividend Income. For the taxable years beginning on or before December 31, 2012^ , “qualified dividend income” received by an individual will be taxed at the rates applicable to long-term capital gain (currently at a maximum rate of 15%). In order for some portion of the dividends received by Fund shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, on the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the U.S.) or (b) treated as a passive foreign investment company. In general, distributions of investment income


Eaton Vance Richard Bernstein All Asset Strategy Fund	26	SAI dated September 30, 2011

designated by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares. In any event, if the aggregate qualified dividends received by the Fund during any taxable year are 95% or more of its gross income, then 100% of the Fund’s dividends (other than properly designated capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain with respect to the sale of stocks and securities included in the term “gross income” is the excess of net short-term capital gain over net long-term capital loss.^

Dividends Received Deduction for Corporations. A portion of distributions made by the Fund which are derived from dividends from U.S. corporations may qualify for the dividends-received deduction (“DRD”) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the 91-day period beginning 45 days before the ex-dividend date or if the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholder’s shares. Distributions eligible for the DRD may give rise to or increase the alternative minimum tax for certain corporations.

Recognition of Unrelated Business Taxable Income by Tax-Exempt Shareholders. Under current law, tax-exempt investors generally will not recognize unrelated business taxable income (“UBTI”) from distributions from the Fund. Notwithstanding the foregoing, a tax-exempt shareholder could recognize UBTI if shares in the Fund constitute debt-financed property in the hands of a tax-exempt shareholder within the meaning of Code section 514(b). In addition, certain types of income received by the Fund from REITs, real estate mortgage investment conduits (“REMICs”), taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as “excess inclusion income.” To Fund shareholders such excess inclusion income may: (1) constitute taxable income as UBTI for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) not be offset by otherwise allowable deductions for tax purposes; (3) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (4) cause the Fund to be subject to tax if certain “disqualifed organizations” as defined by the Code are Fund shareholders.

Redemption or Exchange of Fund Shares. Generally, upon sale or exchange of Fund shares, a shareholder will realize a taxable gain or loss equal to the difference between the amount realized and the basis in shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands, and will be long-term capital gain or loss if the shares are held for more than one year, and short-term capital gain or loss if the shares are held for one year or less.

Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholder’s tax basis in some or all of the other shares acquired.

Sales charges paid upon a purchase of shares subject to a front-end sales charge cannot be taken into account for purposes of determining gain or loss on a redemption or exchange of the shares before the 91st day after their purchase to the extent a sales charge is reduced or eliminated in a subsequent acquisition of Fund shares (or shares of another fund) on or before January 31 of the following calendar year pursuant to the reinvestment or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholder’s tax basis in some or all of any other shares acquired.^

Applicability of Medicare Contribution Tax. The Code imposes a 3.8% Medicare contribution tax on unearned income of certain U.S. individuals, estates and trusts. For individuals, the tax is on the lesser of the “net investment income” and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities. Net investment income is reduced by deductions “properly allocable” to this income. This tax is effective with respect to amounts received, and taxable years beginning, after December 31, 2012.^

Back-Up Withholding for U.S. Shareholders. Amounts paid by the Fund to individuals and certain other shareholders who have not provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications required by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker, may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other distributions as well as the proceeds of redemption transactions (including repurchases and exchanges), at a rate of 28% for amounts paid through 2012. The backup withholding rate will be 31% for amounts paid thereafter. An individual’s TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.


Eaton Vance Richard Bernstein All Asset Strategy Fund	27	SAI dated September 30, 2011

Taxation of Foreign Shareholders. In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a “U.S. person” within the meaning of the Code (a “foreign person” or “foreign shareholder”) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). The withholding tax does not apply to regular dividends paid to a foreign person who provides a Form W-8ECI, certifying that the dividends are effectively connected with the foreign person’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the foreign person were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A foreign person who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate. A foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of the Fund, net capital gain dividends, exempt interest dividends, and amounts retained by the Fund that are reported as undistributed capital gains.

For taxable years beginning before January 1, 2012, properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

For taxable years beginning before January 1, 2012, distributions that the Fund reports as “short-term capital gain dividends” or “long-term capital gain dividends” will not be treated as such to a recipient foreign shareholder if the distribution is attributable to gain received from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation and the Fund’s direct or indirect interests in U.S. real property exceeded certain levels. Instead, if the foreign shareholder has not owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of distribution, such distributions will be subject to 30% withholding by the Fund and will be treated as ordinary dividends to the foreign shareholder; if the foreign shareholder owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of the distribution, such distribution will be treated as real property gain subject to 35% withholding tax and could subject the foreign shareholder to U.S. filing requirements. Additionally, if the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from the Fund on or before December 31, 2011 could be subject to the 35% withholding tax and U.S. filing requirements unless more than 50% of the Fund’s shares were owned by U.S. persons at such time or unless the foreign person had not held more than 5% of the Fund’s outstanding shares throughout either such person’s holding period for the redeemed shares or, if shorter, the previous five years.^

In addition, the same rules apply with respect to distributions to a foreign shareholder from the Fund and redemptions of a foreign shareholder’s interest in the Fund attributable to a REIT’s distribution to the Fund of gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation, if the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels. The rule with respect to distributions and redemptions attributable to a REIT’s distribution to the Fund will not expire for taxable years beginning on or after January 1, 2012.

The rules laid out in the previous two paragraphs, other than the withholding rules, will apply notwithstanding the Fund’s participation in a wash sale transaction or its payment of a substitute dividend.

Provided that 50% or more of the value of the Fund’s stock is held by U.S. shareholders, distributions of U.S. real property interests (including securities in a U.S. real property holding corporation, unless such corporation is regularly traded on an established securities market and the Fund has held 5% or less of the outstanding shares of the corporation during the five-year period ending on the date of distribution) occurring on or before December 31, 2011, in redemption of a foreign shareholder’s shares of the Fund will cause the Fund to recognize gain. If the Fund is required to recognize gain, the amount of gain recognized will equal to the fair market value of such interests over the Fund’s adjusted bases to the extent of the greatest foreign ownership percentage of the Fund during the five-year period ending on the date of redemption.^

In the case of foreign non-corporate shareholders, the Fund may be required to backup withhold U.S. federal income tax on distributions that are otherwise exempt from withholding tax unless such shareholders furnish the Fund with proper notification of their foreign status.


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Compliance with the HIRE Act . Beginning with payments made after December 31, 2013, the Code will impose a U.S. withholding tax of 30% on payments (including gross proceeds) that are attributable to certain U.S. investments and made to certain non-U.S. financial institutions, including non-U.S. investment funds, and other non-U.S. persons that fail to comply with certain reporting requirements to the IRS in respect of its direct and indirect U.S. investors and/or accountholders. These payments could include U.S.-source dividends and the gross proceeds from the sale or other disposition of stock that can produce U.S.-source dividends. Non-U.S. shareholders should consult their own tax advisors regarding the possible implications of these requirements on their investment in the Fund.^

Requirements of Form 8886. Under Treasury regulations, if a shareholder realizes a loss on disposition of the Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under certain circumstances, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.^

Other Taxes. Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending on each shareholder’s particular situation .^

Changes in Taxation. The taxation of the Fund, the Portfolio, the Subsidiary and shareholders may be adversely affected by future legislation, Treasury regulations, IRS revenue procedures and/or guidance issued by the IRS.

PORTFOLIO SECURITIES TRANSACTIONS

Decisions concerning the execution of portfolio security transactions, including the selection of the market and the broker-dealer firm, are made by the investment ^ adviser. The Fund is responsible for the expenses associated with its portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with one or more broker-dealer firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which in the investment adviser’s judgment are advantageous to the client and at a reasonably competitive spread or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation the full range and quality of the broker-dealer firm’s services, including the responsiveness of the firm to the investment adviser, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer firm, the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions, and the amount of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Research Services (as defined below), provided it does not compromise the investment adviser’s obligation to seek best overall execution for the Fund. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.

Transactions on stock exchanges and other agency transactions involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer firms, and a particular broker-dealer may charge different commissions according to such factors as the difficulty and size of the transaction and the volume of business done with such broker-dealer. Transactions in foreign securities often involve the payment of brokerage commissions, which may be higher than those in the United States. There is generally no stated commission in the case of securities traded in the over-the-counter markets including transactions in fixed-income securities which are generally purchased and sold on a net basis ( i.e. , without commission) through broker-dealers and banks acting for their own account rather than as brokers. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market for such obligations, and the difference between the bid and asked price is customarily referred to as the spread. Fixed-income transactions may also be transactions directly with the issuer of the obligations. In an underwritten offering the price paid often includes a disclosed fixed commission or discount retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s clients in part for providing brokerage and research services to the investment adviser.

Pursuant to the safe harbor provided in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), a broker or dealer who executes a portfolio transaction on behalf of the investment adviser client may receive a commission that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and research


Eaton Vance Richard Bernstein All Asset Strategy Fund	29	SAI dated September 30, 2011

services provided. This determination may be made on the basis of either that particular transaction or on the basis of the overall responsibility which the investment adviser and its affiliates have for accounts over which they exercise investment discretion. “Research Services” as used herein includes any and all brokerage and research services to the extent permitted by Section 28(e) of the 1934 Act. Generally, Research Services may include, but are not limited to, such matters as research, analytical and quotation services, data, information and other services products and materials which assist the investment adviser in the performance of its investment responsibilities. More specifically, Research Services may include general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, certain news and information services, and certain research oriented computer software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer. Any such Research Service may be broadly useful and of value to the investment adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only one client’s account or of a few clients’ accounts, or may be useful for the management of merely a segment of certain clients’ accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained. The investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients. The investment adviser may also receive brokerage and Research Services from underwriters and dealers in fixed-price offerings.

Research Services provided by (and produced by) broker-dealers that execute portfolio transactions or from affiliates of executing broker-dealers are referred to as “Proprietary Research”. The investment adviser may and does consider the receipt of Proprietary Research Services as a factor in selecting broker dealers to execute client portfolio transactions, provided it does not compromise the investment adviser’s obligation to seek best overall execution. The investment adviser also may consider the receipt of Research Services under so called “client commission arrangements” or “commission sharing arrangements” (both referred to as “CCAs”) as a factor in selecting broker dealers to execute transactions, provided it does not compromise the investment adviser’s obligation to seek best overall execution. Under a CCA arrangement, the investment adviser may cause client accounts to effect transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions paid on those transactions to a pool of commission credits that are paid to other firms that provide Research Services to the investment adviser. Under a CCA, the broker-dealer that provides the Research Services need not execute the trade. Participating in CCAs may enable the investment adviser to consolidate payments for research using accumulated client commission credits from transactions executed through a particular broker-dealer to periodically pay for Research Services obtained from and provided by other firms, including other broker-dealers that supply Research Services. The investment adviser believes that CCAs offer the potential to optimize the execution of trades and the acquisition of a variety of high quality Research Services that the investment adviser might not be provided access to absent CCAs. The investment adviser will only enter into and utilize CCAs to the extent permitted by Section 28(e) of the 1934 Act.

The investment companies sponsored by the investment adviser or its affiliates also may allocate brokerage commissions to acquire information relating to the performance, fees and expenses of such companies and other investment companies, which information is used by the Trustees of such companies to fulfill their responsibility to oversee the quality of the services provided to various entities, including the investment adviser, to such companies. Such companies may also pay cash for such information.

Securities considered as investments for the Fund may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of such other accounts simultaneously, the investment adviser will allocate the security transactions (including “new” issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the investment adviser reasonably determines that departure from a pro rata allocation is advisable. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of the Trustees of the Trust that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.

FINANCIAL STATEMENTS

There are no financial statements for the Fund because as of the date of this SAI, the Fund had not commenced operations.


Eaton Vance Richard Bernstein All Asset Strategy Fund	30	SAI dated September 30, 2011

Householding. Consistent with applicable law, duplicate mailings of shareholder reports and certain other Fund information to shareholders residing at the same address may be eliminated.

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES


Asset Coverage	To the extent required by SEC guidelines, if a transactions exposes the Fund to an obligation to
	another party it will either: (1) enter an offsetting (“covered”) position for the same type of financial
	asset; or (2) segregate cash or liquid securities on the books of either the custodian or the investment
	adviser with a value sufficient at all times to cover its potential obligations not covered. Assets used
	as cover or segregated cannot be sold while the position(s) requiring cover is open unless replaced
	with other appropriate assets. As a result, if a large portion of assets is segregated or committed as
	cover, it could impede portfolio management or the ability to meet redemption requests or other
	current obligations. The types of transactions that may require asset coverage include (but are not
	limited to) reverse repurchase agreements, repurchase agreements, short sales, securities lending,
	forward contracts, options, forward commitments, futures contracts, when-issued securities, swap
	agreements and participation in revolving credit facilities.

Asset-Backed	ABS are collateralized by pools of automobile loans, educational loans, home equity loans, credit
Securities	card receivables, equipment or automobile leases, commercial MBS, utilities receivables and
(“ABS”)	secured or unsecured bonds issued by corporate or sovereign obligors, unsecured loans made to a
	variety of corporate commercial and industrial loan customers of one or more lending banks, or a
	combination of these bonds and loans. ABS are “pass through” securities, meaning that principal and
	interest payments made by the borrower on the underlying assets are passed through to the ABS
	holder. ABS are issued through special purpose vehicles that are bankruptcy remote from the issuer
	of the collateral. ABS are subject to interest rate risk and prepayment risk. Some ABS may receive
	prepayments that can change their effective maturities Issuers of ABS may have limited ability to
	enforce the security interest in the underlying assets or may have no security in the underlying
	assets, and credit enhancements provided to support the securities, if any, may be inadequate to
	protect investors in the event of default. In addition, ABS may experience losses on the underlying
	assets as a result of certain rights provided to consumer debtors under federal and state law. The
	value of ABS may be affected by the factors described above and other factors, such as the
	availability of information concerning the pool and its structure, the creditworthiness of the servicing
	agent for the pool, the originator of the underlying assets or the entities providing credit
	enhancements and the ability of the servicer to service the underlying collateral. The value of ABS
	representing interests in a pool of utilities receivables may be adversely affected by changes in
	government regulations. While certain ABS may be insured as to the payment of principal and
	interest, this insurance does not protect the market value of such obligations or the Fund’s net asset
	value. The value of an insured security will be affected by the credit standing of its insurer.

Auction Rate	Auction rate securities, such as auction preferred shares of closed-end investment companies, are
Securities	preferred securities and debt securities with dividends/coupons based on a rate set at auction. The
	auction is usually held weekly for each series of a security, but may be held less frequently. The
	auction sets the rate, and securities may be bought and sold at the auction. Provided that the auction
	mechanism is successful, auction rate securities usually normally permit the holder to sell the
	securities in an auction at par value at specified intervals. The dividend is reset by a “Dutch” auction
	in which bids are made by broker-dealers and other institutions for a certain amount of securities at
	specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate
	that covers all securities offered for sale. While this process is designed to permit auction rate
	securities to be traded at par value, there is the risk that an auction will fail due to insufficient
	demand for the securities. Security holders that submit sell orders in a failed auction may not be able
	to sell any or all of the shares for which they have submitted sell orders. Security holders may sell
	their shares at the next scheduled auction, subject to the same risk that the subsequent auction will
	not attract sufficient demand for a successful auction to occur. Broker-dealers may also try to
	facilitate secondary trading in the auction rate securities, although such secondary trading may be
	limited and may only be available for shareholders willing to sell at a discount. Since mid-February
	2008, existing markets for certain auction rate securities have become generally illiquid and
	investors have not been able to sell their securities through the regular auction process. It is
	uncertain, particularly in the near term, when or whether there will be a revival of investor interest
	purchasing securities sold through auctions. In addition, there may be no active secondary markets


Eaton Vance Richard Bernstein All Asset Strategy Fund	31	SAI dated September 30, 2011


	for many auction rate securities. Moreover, auction rate securities that do trade in a secondary
	market may trade at a significant discount from the underlying liquidation or principle amount of the
	securities. Finally, there recently have been a number of governmental investigations and regulatory
	settlements involving certain broker-dealers with respect to their prior activities involving auction
	rate securities.

	Valuations of such securities is highly speculative, however, dividends on auction rate preferred
	securities issued by a closed-end fund may be reported, generally on Form 1099, as exempt from
	federal income tax to the extent they are attributable to tax-exempt interest income earned by the
	Fund on the securities and distributed to holders of the preferred securities, provided that the
	preferred securities are treated as equity securities for federal income tax purposes, and the closed-
	end fund complies with certain requirements under the Code. Investments in auction rate preferred
	securities of closed-end funds are subject to limitations on investments in other US registered
	investment companies, which limitations are prescribed by the 1940 Act.

Average	Average effective maturity is a weighted average of all the maturities of bonds owned by the Fund.
Effective	Average effective maturity takes into consideration all mortgage payments, puts and adjustable
Maturity	coupons. In the event the Fund invests in multiple Portfolios, its average weighted maturity is the
	sum of its allocable share of the average weighted maturity of each of the Portfolios in which it
	invests, which is determined by multiplying the Portfolio’s average weighted maturity by the Fund’s
	percentage ownership of that Portfolio.

Borrowing for	Successful use of a borrowing strategy depends on the investment adviser’s ability to predict
Investment	correctly interest rates and market movements. There is no assurance that a borrowing strategy will
Purposes	be successful. Upon the expiration of the term of the Fund’s existing credit arrangement, the lender
	may not be willing to extend further credit to the Fund or may only be willing to do so at an
	increased cost to the Fund. If the Fund is not able to extend its credit arrangement, it may be
	required to liquidate holdings to repay amounts borrowed from the lender. Borrowing to increase
	investments generally will exaggerate the effect on the Fund’s net asset value of any increase or
	decrease in the value of the security purchased with the borrowings. Successful use of a borrowing
	strategy depends on the investment adviser’s ability to predict correctly interest rates and market
	movements. There can be no assurance that the use of borrowings will be successful. In connection
	with its borrowings, the Fund will be required to maintain specified asset coverage with respect to
	such borrowings by both the Investment Company Act of 1940 and the terms of its credit facility
	with the lender. The Fund may be required to dispose of portfolio investments on unfavorable terms
	if market fluctuations or other factors reduce the required asset coverage to less than the prescribed
	amount. Borrowings involve additional expense to the Fund.

Borrowing for	The Fund may borrow for temporary purposes (such as to satisfy redemption requests, to remain
Temporary	fully invested in advance of the settlement of share purchases and settle transactions). The Fund
Purposes	typically makes any such borrowings pursuant to an umbrella credit facility to which most of the
	Eaton Vance mutual funds have access. The Fund’s ability to borrow under the credit facility is
	subject to its terms and conditions, which in some cases may limit the Fund’s ability to borrow under
	the facility. The credit facility is subject to an annual renewal, which cannot be assured. If the Fund
	does not have the ability to borrow for temporary purposes, it may be required to sell securities at
	inopportune times to meet short-term liquidity needs. Borrowings involve additional expense to the
	Fund.

Build America	Build America Bonds are taxable municipal obligations issued pursuant to the Act or other
Bonds	legislation providing for the issuance of taxable municipal debt on which the issuer receives federal
	support. Enacted in February 2009, the Act authorizes state and local governments to issue taxable
	bonds on which, assuming certain specified conditions are satisfied, issuers may either (i) receive
	reimbursement from the U.S. Treasury with respect to its interest payments on the bonds (“direct
	pay” Build America Bonds) or (ii) provide tax credits to investors in the bonds (“tax credit” Build
	America Bonds). Unlike most other municipal obligations, interest received on Build America
	Bonds is subject to federal income tax and may be subject to state income tax. Under the terms of
	the Act, issuers of direct pay Build America Bonds are entitled to receive reimbursement from the
	U.S. Treasury currently equal to 35% (or 45% in the case of Recovery Zone Economic Development

Eaton Vance Richard Bernstein All Asset Strategy Fund	32	SAI dated September 30, 2011


	Bonds) of the interest paid. Holders of tax credit Build America Bonds can receive a federal tax
	credit currently equal to 35% of the coupon interest received. The Fund may invest in “principal
	only” strips of tax credit Build America Bonds, which entitle the holder to receive par value of such
	bonds if held to maturity. The Fund does not expect to receive (or pass through to shareholders) tax
	credits as a result of its investments. The federal interest subsidy or tax credit continues for the life
	of the bonds. Build America Bonds are an alternative form of financing to state and local
	governments whose primary means for accessing the capital markets has been through issuance of
	tax-free municipal bonds. Build America Bonds can appeal to a broader array of investors than the
	high income U.S. taxpayers that have traditionally provided the market for municipal bonds. Build
	America Bonds may provide a lower net cost of funds to issuers. Pursuant to the terms of the Act,
	the issuance of Build America Bonds ceased on December 31, 2010. As a result, the availability of
	such bonds is limited and the market for the bonds and/or their liquidity may be affected.

Call and Put	Issuers of obligations may reserve the right to call (redeem) the obligation. If an issuer redeems an
Features on	obligation with a call right during a time of declining interest rates, holder of the obligation may not
Obligations	be able to reinvest the proceeds in securities providing the same investment return as the securities
	redeemed. Some obligations may have “put” or “demand” features that allow early redemption by
	the holder. Longer term fixed-rate bonds may give the holder a right to request redemption at certain
	times (often annually after the lapse of an intermediate term). This “put” or “demand” feature
	enhances an obligation’s liquidity by shortening its effective maturity and enables the security to
	trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised,
	the holder of the obligation would be subject to the longer maturity of the obligation, which could
	experience substantially more volatility. Obligations with a “put” or “demand” feature are more
	defensive than conventional long term bonds (protecting to some degree against a rise in interest
	rates) while providing greater opportunity than comparable intermediate term bonds, because they
	can be retained if interest rates decline.

Cash	Cash equivalents include short term, high quality, U.S. dollar denominated instruments such as
Equivalents	commercial paper, certificates of deposit and bankers’ acceptances issued by U.S. or foreign banks
	and Treasury bills and other obligations with a maturity of one year or less. Certificates of deposit are
	certificates issued against funds deposited in a commercial bank, are for a definite period of time,
	earn a specified rate of return, and are normally negotiable. Bankers’ acceptances are short-term
	credit instruments used to finance the import, export, transfer or storage of goods. They are termed
	“accepted” when a bank guarantees their payment at maturity.
	The obligations of foreign branches of U.S. banks may be general obligations of the parent bank in
	addition to the issuing branch, or may be limited by the terms of a specific obligation and by
	governmental regulation. Payment of interest and principal upon these obligations may also be
	affected by governmental action in the country of domicile of the branch (generally referred to as
	sovereign risk). In addition, evidence of ownership of portfolio securities may be held outside of the
	U.S. and generally will be subject to the risks associated with the holding of such property overseas.
	Various provisions of U.S. law governing the establishment and operation of domestic branches do
	not apply to foreign branches of domestic banks. The obligations of U.S. branches of foreign banks
	may be general obligations of the parent bank in addition to the issuing branch, or may be limited by
	the terms of a specific obligation and by federal and state regulation as well as by governmental
	action in the country in which the foreign bank has its head office.
	Cash equivalents are often acquired directly from the issuers thereof or otherwise are normally
	traded on a net basis (without commission) through broker-dealers and banks acting for their own
	account. Such firms attempt to profit from such transactions by buying at the bid price and selling at
	the higher asked price of the market, and the difference is customarily referred to as the spread. Cash
	equivalents may be adversely affected by market and economic events, such as a sharp rise in
	prevailing short-term interest rates; adverse developments in the banking industry, which issues or
	guarantees many money market securities; adverse economic, political or other developments
	affecting domestic issuers of money market securities; changes in the credit quality of issuers; and


Eaton Vance Richard Bernstein All Asset Strategy Fund	33	SAI dated September 30, 2011


	default by a counterparty. These securities may be subject to federal income, state income and/or
	other taxes. Instead of investing in cash equivalents directly, the Fund may invest in an affiliated or
	unaffiliated money market fund.

Collateralized	CMOs are backed by a pool of mortgages or mortgage loans. The key feature of the CMO structure
Mortgage	is the prioritization of the cash flows from the pool of mortgages among the several classes, or
Obligations	tranches, of the CMO, thereby creating a series of obligations with varying rates and maturities.
(“CMOs”)	Senior CMO classes will typically have priority over residual CMOs as to the receipt of principal
	and or interest payments on the underlying mortgages. CMOs also issue sequential and parallel pay
	classes, including planned amortization class and target amortization classes and fixed and floating
	rate CMO tranches. CMOs issued by U.S. government agencies are backed by agency mortgages,
	while privately issued CMOs may be backed by either government agency mortgages or private
	mortgages. Payments of principal and interest are passed through to each CMO tranche at varying
	schedules resulting in bonds with different coupons, effective maturities and sensitivities to interest
	rates. Parallel pay CMOs are structured to provide payments of principal on each payment date to
	more than one class, concurrently on a proportionate or disproportionate basis. Sequential pay CMS
	generally pay principal to only one class at a time while paying interest to several classes. CMOs
	generally are secured by an assignment to a trustee under the indenture pursuant to which the bonds
	are issued of collateral consisting of a pool of mortgages. Payments with respect to the underlying
	mortgages generally are made to the trustee under the indenture. CMOs are designed to be retired as
	the underlying mortgages are repaid. In the event of sufficient early prepayments on such mortgages,
	the class or series of CMO first to mature generally will be retired prior to maturity. Therefore,
	although in most cases the issuer of CMOs will not supply additional collateral in the event of such
	prepayments, there will be sufficient collateral to secure CMOs that remain outstanding. Floating
	rate CMO tranches carry interest rates that are tied in a fixed relationship to an index subject to an
	upper limit, or “cap,” and sometimes to a lower limit, or “floor.” CMOs may be less liquid and may
	exhibit greater price volatility than other types of mortgage- or asset-backed securities.

Commercial	CMBS include securities that reflect an interest in, and are secured by, mortgage loans on
Mortgage-	commercial real property, such as hotels, office buildings, retail stores, hospitals and other
Backed	commercial buildings. CMBS may have a lower repayment uncertainty than other mortgage-related
Securities	securities because commercial mortgage loans generally prohibit or impose penalties on prepayment
(“CMBS”)	of principal. The risks of investing in CMBS reflect the risks of investing in the real estate securing
	the underlying mortgage loans, including the effects of local and other economic conditions on real
	estate markets, the ability of tenants to make loan payment, and the ability of a property to attract
	and retain tenants. CMBS may be less liquid and may exhibit greater price volatility than other types
	of mortgage- or asset-backed securities.

Commodity-	Certain commodities are subject to limited pricing flexibility because of supply and demand factors.
Related	Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw
Investments	materials and the instability of supplies of other materials. These additional variables may create
	additional investment risks and result in greater volatility than investments in traditional securities.
	The commodities which underlie commodity futures contracts and commodity swaps may be subject
	to additional economic and non-economic variables, such as drought, floods, weather, livestock
	disease, embargoes, tariffs, and international economic, political and regulatory developments.
	Unlike the financial futures markets, in the commodity futures markets there are costs of physical
	storage associated with purchasing the underlying commodity. The price of the commodity futures
	contract will reflect the storage costs of purchasing the physical commodity, including the time
	value of money invested in the physical commodity. To the extent that the storage costs for an
	underlying commodity change while the Fund is invested in futures contracts on that commodity, the
	value of the futures contract may change proportionately.

	In the commodity futures markets, producers of the underlying commodity may decide to hedge the
	price risk of selling the commodity by selling futures contracts today to lock in the price of the
	commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the
	same futures contract, the commodity producer generally must sell the futures contract at a lower
	price than the expected future spot price. Conversely, if most hedgers in the futures market are
	purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other


Eaton Vance Richard Bernstein All Asset Strategy Fund	34	SAI dated September 30, 2011


	side of the futures contract at a higher futures price than the expected future spot price of the
	commodity. The changing nature of the hedgers and speculators in the commodity markets will
	influence whether futures prices are above or below the expected future spot price, which can have
	significant implications for the Fund. If the nature of hedgers and speculators in futures markets has
	shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures
	contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other
	investments.

Common Stocks	Common stock represents an equity ownership interest in the issuing corporation. Holders of
	common stock generally have voting rights in the issuer and are entitled to receive common stock
	dividends when, as and if declared by the corporation’s board of directors. Common stock normally
	occupies the most subordinated position in an issuer’s capital structure. Returns on common stock
	investments consist of any dividends received plus the amount of appreciation or depreciation in the
	value of the stock.

	Although common stocks have historically generated higher average returns than fixed-income
	securities over the long term and particularly during periods of high or rising concerns about
	inflation, common stocks also have experienced significantly more volatility in returns and may not
	maintain their real value during inflationary periods. An adverse event, such as an unfavorable
	earnings report, may depress the value of a particular common stock. Also, the prices of common
	stocks are sensitive to general movements in the stock market and a drop in the stock market may
	depress the price of common stocks. Common stock prices fluctuate for many reasons, including
	changes in investors’ perceptions of the financial condition of an issuer or the general condition of
	the relevant stock market, or when political or economic events affecting the issuer occur. In
	addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and
	borrowing costs increase.

Convertible	A convertible security is a bond, debenture, note, preferred securities, or other security that entitles
Securities	the holder to acquire common stock or other equity securities of the same or a different issuer. A
	convertible security entitles the holder to receive interest paid or accrued on debt or the dividend
	paid on preferred securities until the convertible security matures or is redeemed, converted or
	exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible
	income securities in that they ordinarily provide a stable stream of income with generally higher
	yields than those of common stocks of the same or similar issuers, but lower yields than comparable
	nonconvertible securities. The value of a convertible security is influenced by changes in interest
	rates, with investment value declining as interest rates increase and increasing as interest rates
	decline. The credit standing of the issuer and other factors also may have an effect on the convertible
	security’s investment value. Convertible securities rank senior to common stock in a corporation’s
	capital structure but are usually subordinated to comparable nonconvertible securities. Convertible
	securities may be purchased for their appreciation potential when they yield more than the
	underlying securities at the time of purchase or when they are considered to present less risk of
	principal loss than the underlying securities. Generally speaking, the interest or dividend yield of a
	convertible security is somewhat less than that of a non-convertible security of similar quality issued
	by the same company. Convertible securities may be subject to redemption at the option of the
	issuer at a price established in the convertible security’s governing instrument.

	Convertible securities are issued and traded in a number of securities markets. Even in cases where a
	substantial portion of the convertible securities held by the Fund are denominated in U.S. dollars, the
	underlying equity securities may be quoted in the currency of the country where the issuer is
	domiciled. As a result, fluctuations in the exchange rate between the currency in which the debt
	security is denominated and the currency in which the share price is quoted will affect the value of
	the convertible security. With respect to convertible securities denominated in a currency different
	from that of the underlying equity securities, the conversion price may be based on a fixed exchange
	rate established at the time the security is issued, which may increase the effects of currency risk.

	Holders of convertible securities generally have a claim on the assets of the issuer prior to the
	common stockholders but may be subordinated to other debt securities of the same issuer. Certain
	convertible debt securities may provide a put option to the holder, which entitles the holder to cause


Eaton Vance Richard Bernstein All Asset Strategy Fund	35	SAI dated September 30, 2011


	the security to be redeemed by the issuer at a premium over the stated principal amount of the debt
	security under certain circumstances.

	Synthetic convertible securities may include either cash-settled convertibles or manufactured
	convertibles. Cash-settled convertibles are instruments that are created by the issuer and have the
	economic characteristics of traditional convertible securities but may not actually permit conversion
	into the underlying equity securities in all circumstances. As an example, a private company may
	issue a cash-settled convertible that is convertible into common stock only if the company
	successfully completes a public offering of its common stock prior to maturity and otherwise pays a
	cash amount to reflect any equity appreciation. manufactured convertibles are created by the
	investment adviser or another party by combining separate securities that possess one of the two
	principal characteristics of a convertible security, i.e. , fixed income (“fixed income component”) or
	a right to acquire equity securities (“convertibility component”). The fixed income component is
	achieved by investing in nonconvertible fixed income securities, such as nonconvertible bonds,
	preferred securities and money market instruments. The convertibility component is achieved by
	investing in call options, warrants, or other securities with equity conversion features (“equity
	features”) granting the holder the right to purchase a specified quantity of the underlying stocks
	within a specified period of time at a specified price or, in the case of a stock index option, the right
	to receive a cash payment based on the value of the underlying stock index. A manufactured
	convertible differs from traditional convertible securities in several respects. Unlike a traditional
	convertible security, which is a single security that has a unitary market value, a manufactured
	convertible is comprised of two or more separate securities, each with its own market value.
	Therefore, the total “market value” of such a manufactured convertible is the sum of the values of its
	fixed income component and its convertibility component. More flexibility is possible in the creation
	of a manufactured convertible than in the purchase of a traditional convertible security. Because
	many corporations have not issued convertible securities, the investment adviser may combine a
	fixed income instrument and an equity feature with respect to the stock of the issuer of the fixed
	income instrument to create a synthetic convertible security otherwise unavailable in the market. The
	investment adviser may also combine a fixed income instrument of an issuer with an equity feature
	with respect to the stock of a different issuer when the investment adviser believes such a
	manufactured convertible would better promote the Fund’s objective than alternative investments.
	For example, the investment adviser may combine an equity feature with respect to an issuer’s stock
	with a fixed income security of a different issuer in the same industry to diversify the Fund’s credit
	exposure, or with a U.S. Treasury instrument to create a manufactured convertible with a higher
	credit profile than a traditional convertible security issued by that issuer. A manufactured convertible
	also is a more flexible investment in that its two components may be purchased separately and, upon
	purchasing the separate securities, “combined” to create a manufactured convertible. For example,
	the Fund may purchase a warrant for eventual inclusion in a manufactured convertible while
	postponing the purchase of a suitable bond to pair with the warrant pending development of more
	favorable market conditions. The value of a manufactured convertible may respond to certain
	market fluctuations differently from a traditional convertible security with similar characteristics.
	For example, in the event the Fund created a manufactured convertible by combining a short-term
	U.S. Treasury instrument and a call option on a stock, the manufactured convertible would be
	expected to outperform a traditional convertible of similar maturity that is convertible into that stock
	during periods when Treasury instruments outperform corporate fixed income securities and
	underperform during periods when corporate fixed income securities outperform Treasury
	instruments.

Credit Linked	See also “Derivative Instruments and Related Risks” herein. Credit linked securities are issued by a
Securities	limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of
	derivative instruments, such as credit default swaps, interest rate swaps, and other securities in order
	to provide exposure to certain fixed income markets. Credit linked securities may be used as a cash
	management tool in order to gain exposure to a certain market and to remain fully invested when
	more traditional income producing securities are not available. Like an investment in a bond,
	investments in credit linked securities represent the right to receive periodic income payments (in the
	form of distributions) and payment of principal at the end of the term of the security. However, these
	payments are conditioned on the issuer’s receipt of payments from, and the issuer’s potential


Eaton Vance Richard Bernstein All Asset Strategy Fund	36	SAI dated September 30, 2011


	obligations to, the counterparties to the derivative instruments and other securities in which the
	issuer invests. An issuer may sell one or more credit default swaps, under which the issuer would
	receive a stream of payments over the term of the swap agreements provided that no event of default
	has occurred with respect to the referenced debt obligation upon which the swap is based. If a
	default occurs, the stream of payments may stop and the issuer would be obligated to pay the
	counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn,
	would reduce the amount of income and principal that the holder of the credit linked security would
	receive. Credit linked securities generally will be exempt from registration under the Securities Act.
	Accordingly, there may be no established trading market for the securities and they may constitute
	illiquid investments.

Derivative	Generally, derivatives can be characterized as financial instruments whose performance is derived at
Instruments and	least in part from the performance of an underlying reference instrument (such as securities,
Related Risks	commodities, indices, or market indicators) Derivative instruments may be entered in the United
	States or abroad and include the various types of exchange-traded and over-the-counter (“OTC”)
	instruments described below and other instruments with substantially similar characteristics and
	risks. Derivative instruments may be based on securities, indices, currencies, commodities,
	economic indicators and events (referred to as “reference instruments”). Fund obligations created
	pursuant to derivative instruments may be subject to the requirements described under “Asset
	Coverage” herein.

	Derivative instruments are subject to a number of risks, including adverse or unexpected movements
	in the price of the reference instrument and counterparty, liquidity, tax, correlation and leverage
	risks. Use of derivative instruments may cause the realization of higher amounts of short-term
	capital gains (generally taxed at ordinary income tax rates) than if such instruments had not been
	used. Success in using derivative instruments to hedge portfolio assets depends on the degree of
	price correlation between the derivative instruments and the hedged asset. Imperfect correlation
	may be caused by several factors, including temporary price disparities among the trading markets
	for the derivative instrument, the reference instrument and the Fund’s assets. To the extent that a
	derivative instrument is intended to hedge against an event that does not occur, the Fund may realize
	losses. For thinly traded derivative instruments, the only source of price quotations may be the
	selling dealer or counterparty. Derivatives permit the Fund to increase or decrease the level of risk,
	or change the character of the risk, to which its portfolio is exposed in much the same way as the
	Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by
	making investments in specific securities. There can be no assurance that the use of derivative
	instruments will benefit the Fund.

Direct	Direct investments include (i) the private purchase from an enterprise of an equity interest in the
Investments	enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint
	ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a
	principal investor in the enterprise. At the time of making a direct investment, the Fund will enter
	into a shareholder or similar agreement with the enterprise and one or more other holders of equity
	interests in the enterprise. These agreements may, in appropriate circumstances, provide the ability
	to appoint a representative to the board of directors or similar body of the enterprise and for eventual
	disposition of the investment in the enterprise. Such a representative would be expected to monitor
	the investment and protect the Fund’s rights in the investment and would not be appointed for the
	purpose of exercising management or control of the enterprise.

Diversified	With respect to 75% of its total assets, an investment company that is registered with the SEC as a
Status	“diversified” fund: (1) may not invest more than 5% of its total assets in the securities of any one
	issuer (except obligations issued or guaranteed by the U.S. Government, its agencies or
	instrumentalities); and (2) may not own more than 10% of the outstanding voting securities of any
	one issuer.

Dividend	In a dividend capture trade, the Fund sells a stock that has gone ex-dividend to purchase another
Capture Trading	stock paying a dividend before the next dividend of the stock being sold. The use of a dividend
	capture trading strategy exposes the Fund to higher portfolio turnover, increased trading costs and
	potential for capital loss or gain, particularly in the event of significant short-term price movements
	of stocks subject to dividend capture trading.


Eaton Vance Richard Bernstein All Asset Strategy Fund	37	SAI dated September 30, 2011



Duration	Duration measures the time-weighted expected cash flows of a fixed-income security, which can
	determine its sensitivity to changes in the general level of interest rates. Securities with longer
	durations tend to be more sensitive to interest rate changes than securities with shorter durations. A
	mutual fund with a longer dollar-weighted average duration can be expected to be more sensitive to
	interest rate changes than a fund with a shorter dollar-weighted average duration. Duration differs
	from maturity in that it considers a security’s coupon payments in addition to the amount of time
	until the security matures. Various techniques may be used to shorten or lengthen Fund duration. As
	the value of a security changes over time, so will its duration. The duration of a Fund that invests in
	multiple Portfolios is the sum of its allocable share of the duration of each of the Portfolios in which
	it invests, which is determined by multiplying the Portfolio’s duration by the Fund’s percentage
	ownership of that Portfolio.

Emerging	The risks described under “Foreign Investments” herein generally are heightened in connection with
Market	investments in emerging markets. Also, investments in securities of issuers domiciled in countries
Investments	with emerging capital markets may involve certain additional risks that do not generally apply to
	investments in securities of issuers in more developed capital markets, such as (i) low or non-
	existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such
	securities, as compared to securities of comparable issuers in more developed capital markets; (ii)
	uncertain national policies and social, political and economic instability, increasing the potential for
	expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic
	developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence
	or possible imposition of exchange controls, custodial restrictions or other foreign or U.S.
	governmental laws or restrictions applicable to such investments; (iv) national policies that may
	limit investment opportunities, such as restrictions on investment in issuers or industries deemed
	sensitive to national interests; and (v) the lack or relatively early development of legal structures
	governing private and foreign investments and private property. Trading practices in emerging
	markets also may be less developed resulting in inefficiencies relative to trading in more developed
	markets, which may result in increased transaction costs.

	Repatriation of investment income, capital and proceeds of sales by foreign investors may require
	governmental registration and/or approval in emerging market countries. There can be no assurance
	that repatriation of income, gain or initial capital from these countries will occur. In addition to
	withholding taxes on investment income, some countries with emerging markets may impose
	differential capital gains taxes on foreign investors.

	Political and economic structures in emerging market countries may undergo significant evolution
	and rapid development, and these countries may lack the social, political and economic stability
	characteristic of more developed countries. In such a dynamic environment, there can be no
	assurance that any or all of these capital markets will continue to present viable investment
	opportunities. In the past, governments of such nations have expropriated substantial amounts of
	private property, and most claims of the property owners have never been fully settled. There is no
	assurance that such expropriations will not reoccur. In such an event, it is possible that the entire
	value of an investment in the affected market could be lost. In addition, unanticipated political or
	social developments may affect the value of investments in these countries and the availability of
	additional investments. The small size and inexperience of the securities markets in certain of these
	countries and the limited volume of trading in securities in these countries may make investments in
	the countries illiquid and more volatile than investments in developed markets.

	Also, there may be less publicly available information about issuers in emerging markets than would
	be available about issuers in more developed capital markets, and such issuers may not be subject to
	accounting, auditing and financial reporting standards and requirements comparable to those to
	which U.S. companies are subject. In certain countries with emerging capital markets, reporting
	standards vary widely. As a result, traditional investment measurements used in the United States,
	such as price/earnings ratios, may not be applicable. Certain emerging market securities may be held
	by a limited number of persons. This may adversely affect the timing and pricing of the acquisition
	or disposal of securities. The prices at which investments may be acquired may be affected by


Eaton Vance Richard Bernstein All Asset Strategy Fund	38	SAI dated September 30, 2011


	trading by persons with material non-public information and by securities transactions by brokers in
	anticipation of transactions in particular securities.

	Practices in relation to settlement of securities transactions in emerging markets involve higher risks
	than those in developed markets, in part because brokers and counterparties in such markets may be
	less well capitalized, and custody and registration of assets in some countries may be unreliable. The
	possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize
	ownership exists in some emerging markets. As an alternative to investing directly in emerging
	markets, exposure may be obtained through derivative investments.

Equity	Equity investments include common and preferred stocks (see “Preferred Securities”); equity
Investments	interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises;
	convertible preferred securities and other convertible debt instruments; and warrants.

Equity Linked	See also “Derivative Instruments and Related Risks” herein. Equity linked securities are privately
Securities	issued securities whose investment results are designed to correspond generally to the performance
	of a specified stock index or “basket” of securities, or sometimes a single stock. These securities are
	used for many of the same purposes as derivative instruments and share many of the same risks.
	Equity linked securities may be considered illiquid and thus subject to the Fund’s restrictions on
	investments in illiquid securities.

Exchange-	ETFs are pooled investment vehicles that are designed to provide investment results corresponding
Traded Funds	to an index. These indexes may be either broad-based, sector or international. ETFs usually are
(“ETFs”)	units of beneficial interest in an investment trust or represent undivided ownership interests in a
	portfolio of securities (or commodities), in each case with respect to a portfolio of all or substantially
	all of the component securities of, and in substantially the same weighting as, the relevant
	benchmark index. ETFs are designed to provide investment results that generally correspond to the
	price and yield performance of the component securities (or commodities) of the benchmark index.
	ETFs are listed on an exchange and trade in the secondary market on a per-share basis. The values
	of ETFs are subject to change as the values of their respective component securities (or
	commodities) fluctuate according to market volatility. Investments in ETFs may not exactly match
	the performance of a direct investment in the respective indices to which they are intended to
	correspond due to the temporary unavailability of certain index securities in the secondary market or
	other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.
	Typically, the ETF bears its own operational expenses, which are deducted from its assets. To the
	extent that the Fund invests in ETFs, the Fund must bear these expenses in addition to the expenses
	of its own operation.

Exchange-	ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the
Traded Notes	performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on
(“ETNs”)	an exchange during normal trading hours. However, investors can also hold the ETN until maturity.
	At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to
	the day’s market benchmark or strategy factor.

	ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to
	credit risk and the value of the ETN may drop due to a downgrade in the issuer’s credit rating,
	despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN
	may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and
	lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s
	credit rating, and economic, legal, political, or geographic events that affect the referenced
	underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and
	expenses borne by the ETN. The Fund’s decision to sell its ETN holdings may be limited by the
	availability of a secondary market. In addition, although an ETN may be listed on an exchange, the
	issuer may not be required to maintain the listing and there can be no assurance that a secondary
	market will exist for an ETN.

	ETNs are subject to tax risk. No assurance can be given that the IRS will accept, or a court will
	uphold, how the Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress
	are considering proposals that would change the timing and character of income and gains from
	ETNs.

Eaton Vance Richard Bernstein All Asset Strategy Fund	39	SAI dated September 30, 2011



	An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and
	maintain exactly the composition and relative weighting of securities, commodities or other
	components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at
	times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price.
	Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.

	The market value of ETN shares may differ from their market benchmark or strategy. This
	difference in price may be due to the fact that the supply and demand in the market for ETN shares
	at any point in time is not always identical to the supply and demand in the market for the securities,
	commodities or other components underlying the market benchmark or strategy that the ETN seeks
	to track. As a result, there may be times when an ETN share trades at a premium or discount to its
	market benchmark or strategy.

Fixed-Income	Fixed-income securities are used by issuers to borrow money. Fixed-income securities include
Securities	bonds, preferred, preference and convertible securities, notes, debentures, asset-backed securities
	(including those backed by mortgages), loan participations and assignments, equipment lease
	certificates, equipment trust certificates and conditional sales contracts. Generally, issuers of fixed-
	income securities pay investors periodic interest and repay the amount borrowed either periodically
	during the life of the security and/or at maturity. Some fixed-income securities, such as zero coupon
	bonds, do not pay current interest, but are purchased at a discount from their face values and values
	accumulate over time to face value at maturity. The market prices of fixed-income securities
	fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market
	prices of fixed-income securities decline when interest rates rise and increase when interest rates
	fall. Fixed income securities are subject to risk factors such as sensitivity to interest rate and real or
	perceived changes in economic conditions, payment expectations, liquidity and valuation. Fixed-
	income securities with longer maturities (for example, over ten years) are more affected by changes
	in interest rates and provide less price stability than securities with short-term maturities (for
	example, one to ten years). Fixed income securities bear the risk of principal and interest default by
	the issuer, which will be greater with higher yielding, lower grade securities. During an economic
	downturn, the ability of issuers to service their debt may be impaired. The rating assigned to a
	fixed-income security by a rating agency does not reflect assessment of the volatility of the
	security’s market value or of the liquidity of an investment in the securities. Credit ratings are based
	largely on the issuer’s historical financial condition and a rating agency’s investment analysis at the
	time of rating, and the rating assigned to any particular security is not necessarily a reflection of the
	issuer’s current financial condition. Credit quality can change from time to time, and recently issued
	credit ratings may not fully reflect the actual risks posed by a particular high yield security. If
	relevant to the Fund(s) in this SAI, corporate bond ratings are described in an appendix to the SAI
	(see the table of contents). While typically paying a fixed-rate of income, preferred securities may be
	considered to be equity securities for purposed of the Fund’s investment restrictions.

Foreign	As measured in U.S. dollars, the value of assets denominated in foreign currencies may be affected
Currency	favorably or unfavorably by changes in foreign currency rates and exchange control regulations.
Transactions	Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign
	governments or central banks, or the failure to intervene, or by currency controls or political
	developments in the United States or abroad. Foreign currency exchange transactions may be
	conducted on a spot ( i.e. , cash) basis at the spot rate prevailing in the foreign currency exchange
	market or through entering into derivative currency transactions (see “Forward Currency Exchange
	Contracts,” “Option Contracts,” “Futures Contracts” and “Swap Agreements – Currency Swaps”
	herein). Currency transactions are subject to the risk of a number of complex political and economic
	factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in
	most other types of instruments, there is no systematic reporting of last sale information with respect
	to the foreign currencies underlying the derivative currency transactions. As a result, available
	information may not be complete. In an over-the-counter trading environment, there are no daily
	price fluctuation limits.


Eaton Vance Richard Bernstein All Asset Strategy Fund	40	SAI dated September 30, 2011


Foreign	Investing in securities issued by companies whose principal business activities are outside the
Investments	United States may involve significant risks not present in domestic investments. For example,
	because foreign companies may not be subject to uniform accounting, auditing and financial
	reporting standards, practices and requirements and regulatory measures comparable to those
	applicable to U.S. companies, there may be less publicly available information about a foreign
	company than about a domestic company. Volume and liquidity in most foreign debt markets is less
	than in the United States and securities of some foreign companies are less liquid and more volatile
	than securities of comparable U.S. companies. There is generally less government supervision and
	regulation of securities exchanges, broker-dealers and listed companies than in the United States. In
	addition, with respect to certain foreign countries, there is the possibility of nationalization,
	expropriation or confiscatory taxation, currency blockage, political or social instability, or
	diplomatic developments which could affect investments in those countries. Any of these actions
	could adversely affect securities prices, impair the Fund’s ability to purchase or sell foreign
	securities or transfer the Fund’s assets or income back to the United States, or otherwise adversely
	affect Fund operations. In the event of nationalization, expropriation or confiscation, the Fund could
	lose its entire investment in that country.

	Other potential foreign market risks include exchange controls, difficulties in valuing securities,
	defaults on foreign government securities, difficulties of enforcing favorable legal judgments in
	foreign courts. Moreover, individual foreign economies may differ favorably or unfavorably from
	the U.S. economy in such respects as growth of gross national product, reinvestment of capital, rate
	of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
	Certain economies may rely heavily on particular industries or foreign capital and are more
	vulnerable to diplomatic developments, the imposition of economic sanctions against a particular
	country or country, changes in international trading patterns, trade barriers, and other protectionist or
	retaliatory measures. Foreign securities markets, while growing in volume and sophistication, are
	generally not as developed as those in the United States. Foreign countries may not have the
	infrastructure or resources to respond to natural and other disasters that interfere with economic
	activities, which may adversely affect issuers located in such countries.

	Settlement and clearance procedures in certain foreign markets differ significantly from those in the
	United States. Payment for securities before delivery may be required and in some countries delayed
	settlements are customary, which increases the risk of loss. The Fund generally holds its foreign
	securities and cash in foreign banks and securities depositories. Some foreign banks and securities
	depositories may be recently organized or new to the foreign custody business. In addition, there
	may be limited or no regulatory oversight over their operations. Also, the laws of certain countries
	may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a
	security or any of their agents goes bankrupt. Certain countries may require withholding on
	dividends paid on portfolio securities and on realized capital gains.

	In addition, it is often more expensive to buy, sell and hold securities in certain foreign markets than
	in the United States. Foreign brokerage commissions are generally higher than commissions on
	securities traded in the United States and may be non-negotiable. The fees paid to foreign banks and
	securities depositories generally are higher than those charged by U.S. banks and depositories. The
	increased expense of investing in foreign markets reduces the amount earned on investments and
	typically results in a higher operating expense ratio for the Fund as compared to investment
	companies that invest only in the United States.

	Depository receipts (including American Depositary Receipts (“ADRs”) and German Depositary
	Receipts “GDRs”)) are certificates evidencing ownership of shares of a foreign issuer and are
	alternatives to directly purchasing the underlying foreign securities in their national markets and
	currencies. However, they continue to be subject to many of the risks associated with investing
	directly in foreign securities. These risks include the political and economic risks of the underlying
	issuer’s country, as well as in the case of depositary receipts traded on non-U.S. markets, exchange
	risk. Depository Receipts may be sponsored or unsponsored. Unsponsored receipts are established
	without the participation of the issuer. As a result, available information concerning the issuer of an
	unsponsored Depository Receipt may not be as current as for sponsored Depository Receipts, and
	the prices of unsponsored Depository Receipts may be more volatile than if such instruments were
	sponsored by the issuer. Unsponsored receipts may involve higher expenses, may not pass-through
	voting or other shareholder rights and they may be less liquid.


Eaton Vance Richard Bernstein All Asset Strategy Fund	41	SAI dated September 30, 2011



	Unless other provided in the Fund’s prospectus, in determining the domicile of an issuer the
	investment adviser may consider the domicile determination of the Fund’s benchmark index or a
	leading provider of global indexes and may take into account such factors as where the company’s
	securities are listed, and where the company is legally organized, maintains principal corporate
	offices and/or conducts its principal operations.

Forward Foreign	See also “Derivative Instruments and Related Risks” herein. A forward foreign currency exchange
Currency	contract involves an obligation to purchase or sell a specific currency at a future date, which may be
Contracts	any fixed number of days from the date of the contract agreed upon by the parties, at a price set at
	the time of the contract. These contracts may be bought or sold to protect against an adverse change
	in the relationship between currencies or to increase exposure to a particular foreign currency.
	Cross-hedging may be done by using forward contracts in one currency (or basket of currencies) to
	hedge against fluctuations in the value of instruments denominated in a different currency (or the
	basket of currencies and the underlying currency). Use of a different foreign currency (for hedging
	or on-hedging purposes) magnifies exposure to foreign currency exchange rate fluctuations. Forward
	foreign currency exchange contracts are individually negotiated and privately traded so they are
	dependent upon the creditworthiness of the counterparty. The precise matching of the forward
	contract amounts and the value of the instruments denominated in the corresponding currencies will
	not generally be possible. In addition, it may not be possible to hedge against long-term currency
	changes.

	When a currency is difficult to hedge or to hedge against the dollar, the Fund may enter into a
	forward contract to sell a currency whose changes in value are generally considered to be linked to
	such currency. Currency transactions can result in losses if the currency being hedged fluctuates in
	value to a degree or in a direction that is not anticipated. In addition, there is the risk that the
	perceived linkage between various currencies may not be present or may not be present during the
	particular time the hedge is in place. If the Fund purchases a bond denominated in a foreign currency
	with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield
	on the foreign bond could be substantially reduced or lost if the Fund were to enter into a direct
	hedge by selling the foreign currency and purchasing the U.S. dollar.

	Some of the forward foreign currency contracts may be classified as non-deliverable forwards
	(“NDFs”). NDFs are cash-settled, forward contracts that may be thinly traded. NDFs are commonly
	quoted for time periods of one month up to two years, and are normally quoted and settled in U.S.
	dollars, but may be settled in other currencies. They are often used to gain exposure to or hedge
	exposure to foreign currencies that are not internationally traded. NDFs may also be used to gain or
	hedge exposure to gold.

Forward Rate	See also “Derivative Instruments and Related Risks” herein. Under a forward rate agreement, the
Agreements	buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date
	exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate
	exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the
	two rates. Any such gain received by the Fund would be taxable. These instruments are traded in the
	OTC market.

Futures	See also “Derivative Instruments and Related Risks” herein. Future contracts are standardized
Contracts	contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific
	amount of the underlying reference instrument at a specified future date at a specified price. These
	contracts are traded on exchanges, so that, in most cases, either party can close out its position on the
	exchange for cash, without delivering the underlying asset. Upon purchasing or selling a futures
	contract, a purchaser or seller is required to deposit collateral (initial margin) equal to a percentage
	of the contract value. Each day thereafter until the futures position is closed, the purchaser or seller
	will pay additional margin (variation margin) representing any loss experienced as a result of the
	futures position the prior day or be entitled to a payment representing any profit experienced as a
	result of the futures position the prior day. A public market exists in futures contracts covering a
	number of indexes as well as financial instruments and foreign currencies. It is expected that other
	futures contracts will be developed and traded in the future. Futures may involve substantial


Eaton Vance Richard Bernstein All Asset Strategy Fund	42	SAI dated September 30, 2011


	leverage risk. In computing daily net asset value, the Fund will mark to market its open futures
	positions. The Fund is also required to deposit and maintain margin with respect to put and call
	options on futures contracts written by it. Futures contracts are traded on exchanges or boards of
	trade that are licensed by the CFTC and must be executed through a futures commission merchant or
	brokerage firm that is a member of the relevant exchange or board. Under current regulation, the
	Fund has claimed an exemption from registration as a commodity pool operator (“CPO”) with the
	CFTC and therefore is not subject to CFTC CPO regulation.

	Although some futures contracts call for making or taking delivery of the underlying reference
	instrument, generally these obligations are closed out prior to delivery by offsetting purchases or
	sales of matching futures contracts (same exchange, underlying security or index, and delivery
	month). Closing a futures contract sale is effected by purchasing a futures contract for the same
	aggregate amount of the specific type of financial instrument or commodity with the same delivery
	date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital
	gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more
	than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a
	capital loss.

High Yield	High yield securities (commonly referred to as “junk bonds”) are considered to be of below
Securities	investment grade quality and generally provide greater income and increased opportunity for capital
	appreciation than investments in higher quality debt securities but they also typically entail greater
	potential price volatility and principal and income risk. High yield securities may be subject to
	higher risk and include certain corporate debt obligations, higher yielding preferred securities and
	mortgage-related securities, and securities convertible into the foregoing. They are regarded as
	predominantly speculative with respect to the issuing company’s continuing ability to meet principal
	and interest payments. Also, their yields and market values tend to fluctuate more than higher rated
	securities. Fluctuations in value do not affect the cash income from the securities, but are reflected
	in the Fund’s net asset value. The greater risks and fluctuations in yield and value occur, in part,
	because investors generally perceive issuers of lower rated and unrated securities to be less
	creditworthy. The secondary market on which high yield securities are traded may be less liquid than
	the market for higher grade securities.

Hybrid	A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock,
Instruments	bond, or commodity with an option or forward contract. Generally, the principal amount, amount
	payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to
	the price of some commodity, currency or securities index or another interest rate or some other
	economic factor (each a “benchmark”). The interest rate or (unlike most fixed income securities) the
	principal amount payable at maturity of a hybrid security may be increased or decreased, depending
	on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil
	company that pays a small base level of interest with additional interest that accrues in correlation to
	the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would
	be a combination of a bond and a call option on oil.

	The risks of investing in hybrid instruments reflect a combination of the risks of investing in
	securities, options, futures and currencies. An investment in a hybrid instrument may entail
	significant risks that are not associated with a similar investment in a traditional debt instrument that
	has a fixed principal amount, is denominated in U.S. dollars or bears interest either at a fixed rate or
	a floating rate determined by reference to a common, nationally published benchmark. The risks of a
	particular hybrid instrument will depend upon the terms of the instrument, but may include the
	possibility of significant changes in the benchmark(s) or the prices of the underlying assets to which
	the instrument is linked. Such risks generally depend upon factors unrelated to the operations or
	credit quality of the issuer of the hybrid instrument, which may not be foreseen by the purchaser,
	such as economic and political events, the supply and demand of the underlying assets and interest
	rate movements. Hybrid instruments may be highly volatile and their use by the Fund may not be
	successful. Hybrid instruments may also carry liquidity risk since the instruments are often
	“customized” to meet the portfolio needs of a particular investor, and therefore, the number of
	investors that are willing and able to buy such instruments in the secondary market may be smaller
	than that for more traditional debt securities.


Eaton Vance Richard Bernstein All Asset Strategy Fund	43	SAI dated September 30, 2011



	Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively
	nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an
	increased risk of principal loss (or gain). The latter scenario may result if “leverage” is used to
	structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so
	that a given change in a benchmark or underlying asset is multiplied to produce a greater value
	change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

	Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt
	instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark
	may be magnified by the terms of the hybrid instrument and have an even more dramatic and
	substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument
	and the benchmark or underlying asset may not move in the same direction or at the same time.

	Hybrids can be used as an efficient means of pursuing a variety of investment goals, including
	currency hedging, duration management, and increased total return and creating exposure to a
	particular market or segment of that market. The value of a hybrid or its interest rate may be a
	multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and
	rapidly than the benchmark. These benchmarks may be sensitive to economic and political events,
	such as commodity shortages and currency devaluations, which cannot be readily foreseen by the
	purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. The
	purchase of hybrids also exposes the Fund to the credit risk of the issuer of the hybrids. These risks
	may cause significant fluctuations in the net asset value of the Fund.

	Certain hybrid instruments may provide exposure to the commodities markets. These are derivative
	securities with one or more commodity-linked components that have payment features similar to
	commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid
	instruments may be either equity or debt securities, leveraged or unleveraged, and are considered
	hybrid instruments because they have both security and commodity-like characteristics. A portion of
	the value of these instruments may be derived from the value of a commodity, futures contract,
	index or other economic variable. The Fund will only invest in commodity-linked hybrid
	instruments that qualify under applicable rules of the CFTC for an exemption from the provisions of
	the CEA. Certain issuers of structured products such as hybrid instruments may be deemed to be
	investment companies as defined in the 1940 Act. As a result, the Fund’s investments in these
	products may be subject to limits applicable to investments in investment companies and may be
	subject to restrictions contained in the 1940 Act.

Illiquid	Illiquid securities include securities legally restricted as to resale, and may include commercial paper
Securities	issued pursuant to Section 4(2) of the 1933 Act and securities eligible for resale pursuant to Rule
	144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the
	investment adviser pursuant to procedures adopted by the Trustees, which require consideration of
	factors such as trading activity, availability of market quotations and number of dealers willing to
	purchase the security. Even if determined to be liquid, Rule 144A securities may increase the level
	of portfolio illiquidity if eligible buyers become uninterested in purchasing such securities.


Eaton Vance Richard Bernstein All Asset Strategy Fund	44	SAI dated September 30, 2011


	It may be difficult to sell illiquid securities at a price representing fair value until such time as the
	securities may be sold publicly. It also may be more difficult to determine the fair value of such
	securities for purposes of computing the Fund’s net asset value. Where registration is required, a
	considerable period may elapse between a decision to sell the securities and the time when it would
	be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing
	at the time of the decision to sell. The Fund may incur additional expense when disposing of illiquid
	securities, including all or a portion of the cost to register the securities. The Fund also may acquire
	securities through private placements under which it may agree to contractual restrictions on the
	resale of such securities that are in addition to applicable legal restrictions. Such restrictions might
	prevent the sale of such securities at a time when such sale would otherwise be desirable.

	At times, a substantial portion of the Fund’s assets may be invested in securities as to which the
	Fund, by itself or together with other accounts managed by the investment adviser and its affiliates,
	holds a major portion or all of such securities. Under adverse market or economic conditions or in
	the event of adverse changes in the financial condition of the issuer, the Fund could find it more
	difficult to sell such securities when the investment adviser believes it advisable to do so or may be
	able to sell such securities only at prices lower than if such securities were more widely held. It may
	also be more difficult to determine the fair value of such securities for purposes of computing the
	Fund’s net asset value.

Indexed	See also “Derivative Instruments and Related Risks” herein. Index securities are securities that
Securities	fluctuate in value with an index. The interest rate or, in some cases, the principal payable at the
	maturity of an indexed security may change positively or inversely in relation to one or more interest
	rates, financial indices, securities prices or other financial indicators (“reference prices”). An
	indexed security may be leveraged to the extent that the magnitude of any change in the interest rate
	or principal payable on an indexed security is a multiple of the change in the reference price. Thus,
	indexed securities may decline in value due to adverse market changes in reference prices. Because
	indexed securities derive their value from another instrument, security or index, they are considered
	derivative debt securities, and are subject to different combinations of prepayment, extension,
	interest rate and/or other market risks. Indexed securities may include interest only (“IO”) and
	principal only (“PO”) securities, floating rate securities linked to the Cost of Funds Index (“COFI
	floaters”), other “lagging rate” floating securities, floating rate securities that are subject to a
	maximum interest rate (“capped floaters”), leveraged floating rate securities (“super floaters”),
	leveraged inverse floating rate securities (“inverse floaters”), dual index floaters, range floaters,
	index amortizing notes and various currency indexed notes. Indexed securities may be issued by the
	U.S. Government or one of its agencies or instrumentalities or, if privately issued, collateralized by
	mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, its agencies or
	instrumentalities.

Inflation-	Inflation-indexed bonds are fixed income securities the principal value of which is periodically
Indexed (or	adjusted according to the rate of inflation. Inflation-indexed bonds are issued by governments, their
Inflation-Linked)	agencies or instrumentalities and corporations. Two structures are common. The U.S. Treasury and
Bonds	some other issuers use a structure that accrues inflation into the principal value of the bond. Most
	other issuers pay out the inflation accruals as part of a semiannual coupon. The principal amount of
	an inflation-indexed bond is adjusted in response to changes in the level of inflation. Repayment of
	the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S.
	Treasury inflation-indexed bonds, and therefore, the principal amount of such bonds cannot be
	reduced below par even during a period of deflation. However, the current market value of these
	bonds is not guaranteed and will fluctuate, reflecting the risk of changes in their yields. In certain
	jurisdictions outside the United States, the repayment of the original bond principal upon the
	maturity of an inflation-indexed bond is not guaranteed, allowing for the amount of the bond repaid
	at maturity to be less than par. The interest rate for inflation-indexed bonds is fixed at issuance as a
	percentage of this adjustable principal. Accordingly, the actual interest income may both rise and
	fall as the principal amount of the bonds adjusts in response to movements in the consumer price
	index.


Eaton Vance Richard Bernstein All Asset Strategy Fund	45	SAI dated September 30, 2011


	The value of inflation-indexed bonds is expected to change in response to changes in real interest
	rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the
	rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real
	interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if
	nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to
	a decrease in value of inflation-indexed bonds. While these securities are expected to be protected
	from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If
	interest rates rise due to reasons other than inflation (for example, due to changes in currency
	exchange rates), investors in these securities may not be protected to the extent that the increase is
	not reflected in the bond’s inflation measure.

Investments in	The Subsidiary is organized under the laws of the Cayman Islands, and is overseen by a sole director
the Subsidiary	affiliated with Eaton Vance. The Fund is the sole shareholder of the Subsidiary, and it is not currently
	expected that shares of the Subsidiary will be sold or offered to other investors. The Subsidiary
	expects to invests primarily in commodity-linked derivative instruments, including swap agreements,
	commodity options, futures and options on futures, backed by a portfolio of inflation-indexed
	securities and other fixed income securities and is also permitted to invest in any other investments
	permitted by the Fund. To the extent that the Fund invests in the Subsidiary, the Fund will be subject
	to the risks associated with those derivative instruments and other securities, which are discussed
	elsewhere in the Prospectus and this SAI. While the Subsidiary may be operated similarly to the
	Fund, it is not registered under the 1940 Act and, unless otherwise noted in the Prospectus and this
	SAI, is not subject to the investor protections of the 1940 Act and other U.S. regulations. Changes in
	the laws of the U.S. and/or the Cayman Islands could result in the inability of the Fund and/or the
	Subsidiary to operate as described in the Prospectus and this SAI and could negatively affect the
	Fund and its shareholders.
Junior Loans	Secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior
	Loans”) are generally second in line in terms of repayment priority. A second lien loan may have a
	claim on the same collateral pool as the first lien or it may be secured by a separate set of assets.
	Second lien loans generally give investors priority over general unsecured creditors in the event of
	an asset sale.

	Bridge loans or bridge facilities are short-term loan arrangements (e.g., 12 to 18 months) typically
	made by a Borrower in anticipation of intermediate-term or long-term permanent financing. Most
	bridge loans are structured as floating-rate debt with step-up provisions under which the interest rate
	on the bridge loan rises the longer the loan remains outstanding and may be converted into senior
	exchange notes if the loan has not been prepaid in full on or prior to its maturity date. Bridge loans
	may be subordinate to other debt and may be secured or unsecured. Bridge loans are generally made
	with the expectation that the Borrower will be able to obtain permanent financing in the near future.
	Any delay in obtaining permanent financing subjects the bridge loan investor to increased risk. A
	Borrower’s with an outstanding bridge loan may be unable to locate permanent financing to replace
	the bridge loan, which may impair the Borrower’s perceived creditworthiness. From time to time,
	the Fund may make a commitment to participate in a bridge loan facility, obligating itself to
	participate in the facility if it funds. In return for this commitment, the Fund receives a fee.

	Junior Loans, which may be purchased either in the form of an assignment or a loan participation are
	subject to the same general risks inherent to any loan investment. Due to their lower place in the
	Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of
	overall risk than Senior Loans of the same Borrower.

Liquidity or	See also “Derivative Instruments and Related Risks” herein. The Fund may enter into a separate
Protective Put	agreement with the seller of an instrument or some other person granting the Fund the right to put
Agreements	the instrument to the seller thereof or the other person at an agreed upon price. Interest income
	generated by certain municipal bonds with put or demand features may be taxable.

Loan Facility	Senior Debt Portfolio may employ borrowings and leverage as described in the prospectus. The
	Portfolio has entered into a commercial paper program and liquidity facility subject to the terms of


Eaton Vance Richard Bernstein All Asset Strategy Fund	46	SAI dated September 30, 2011


	an Order of the SEC (Release No. 26320) granting an exemption from Section 18(f)(1) of the 1940
	Act. The program, administered by Citicorp North America, Inc., is with certain conduit lenders who
	issue commercial paper, in an amount up to $640 million through which the Portfolio employs
	leverage pursuant to its investment guidelines and subject to the risks described in the Prospectus.
	Under the terms of the program, the Portfolio pays an annual fee equal to 0.60% on its outstanding
	borrowings for the administration of the program and an annual fee of 0.45% on the total
	commitment amount, as well as interest on advances under the program.

Master Limited	MLPs are publicly-traded limited partnership interests or units. An MLP that invests in a particular
Partnerships	industry (e.g., oil and gas) will be harmed by detrimental economic events within that industry. As
(“MLPs”)	partnerships, MLPs may be subject to less regulation (and less protection for investors) under state
	laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions,
	which may reduce the amount of income paid by an MLP to its investors.

Mortgage-	MBS are “pass through” securities, meaning that a pro rata share of regular interest and principal
Backed	payments, as well as unscheduled early prepayments, on the underlying mortgage pool is passed
Securities	through monthly to the holder. MBS may include conventional mortgage pass through securities,
(“MBS”)	participation interests in pools of adjustable and fixed rate mortgage loans, stripped mortgage-
	backed securities (described herein), floating rate mortgage-backed securities and certain classes of
	multiple class CMOs. MBS pay principal to the holder over their term, which differs from other
	forms of debt securities that normally provide for principal payment at maturity or specified call
	dates. MBS are subject to the general risks associated with investing in real estate securities; that is,
	they may lose value if the value of the underlying real estate to which a pool of mortgages relates
	declines. In addition, investments in MBS involve certain specific risks, including the failure of a
	party to meet its commitments under the related operative documents, adverse interest rate changes
	and the effects of prepayments on mortgage cash flows. Certain MBS may be purchased on a when-
	issued basis subject to certain limitations and requirements.

	There are currently three types of MBS: (1) those issued by the U.S. Government or one of its
	agencies or instrumentalities, such as the Government National Mortgage Association (“GNMA”),
	the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage
	Corporation (“FHLMC”); (2) those issued by private issuers that represent an interest in or are
	collateralized by pass through securities issued or guaranteed by the U.S. Government or one of its
	agencies or instrumentalities; and (3) those issued by private issuers that represent an interest in or
	are collateralized by whole mortgage loans or pass through securities without a government
	guarantee but that usually have some form of private credit enhancement. Privately issued MBS are
	structured similar to GNMA, FNMA and FHLMC MBS and are issued by originators or and
	investors in mortgage loans, including depositary institutions mortgage banks and special purpose
	subsidiaries of the foregoing.

	GNMA Certificates and FNMA Mortgage- Backed Certificates are MBS representing part
	ownership of a pool of mortgage loans. GNMA loans (issued by lenders such as mortgage bankers,
	commercial banks and savings and loan associations) are either insured by the Federal Housing
	Administration or guaranteed by the Veterans Administration. A pool of such mortgages is
	assembled and, after being approved by GNMA, is offered to investors through securities dealers.
	Once such pool is approved by GNMA, the timely payment of interest and principal on the
	Certificates issued representing such pool is guaranteed by the full faith and credit of the U.S.
	Government. GNMA is a wholly-owned U.S. Government corporation within the Department of
	Housing and Urban Development. FNMA, a federally chartered corporation owned entirely by
	private stockholders, purchases both conventional and federally insured or guaranteed residential
	mortgages from various entities, including savings and loan associations, savings banks, commercial
	banks, credit unions and mortgage bankers, and packages pools of such mortgages in the form of
	pass-through securities generally called FNMA Mortgage-Backed Certificates, which are guaranteed
	as to timely payment of principal and interest by FNMA but are not backed by the full faith and
	credit of the U.S. Government; however, they are supported by the right of FNMA to borrow from
	the U.S. Treasury Department.


Eaton Vance Richard Bernstein All Asset Strategy Fund	47	SAI dated September 30, 2011


	FHLMC, a corporate instrumentality of the U.S. Government created by Congress for the purposes
	of increasing the availability of mortgage credit for residential housing, issues participation
	certificates (“PCs”) representing undivided interest in FHLMC’S mortgage portfolio. While
	FHLMC guarantees the timely payment of interest and ultimate collection of the principal of its PCs,
	its PCs are not backed by the full faith and credit of the U.S. Government. FHLMC PCs differ from
	GNMA Certificates in that the mortgages underlying the PCs are monthly “conventional” mortgages
	rather than mortgages insured or guaranteed by a federal agency or instrumentality. However, in
	several other respects, such as the monthly pass-through of interest and principal (including
	unscheduled prepayments) and the unpredictability of future unscheduled prepayments on the
	underlying mortgage pools, FHLMC PCs are similar to GNMA Certificates. See also “Recent
	Events Regarding FNMA and FHLMC” herein.

	While it is not possible to accurately predict the life of a particular issue of MBS, the actual life of
	any such security is likely to be substantially less than the final maturities of the mortgage loans
	underlying the security. This is because unscheduled early prepayments of principal on MBS will
	result from the prepayment, refinancings or foreclosure of the underlying mortgage loans in the
	mortgage pool. Prepayments of MBS may not be able to be reinvested at the same interest rate.
	Because of the regular scheduled payments of principal and the early unscheduled prepayments of
	principal, MBS is less effective than other types of obligations as a means of “locking-in” attractive
	long-term interest rates. As a result, this type of security may have less potential for capital
	appreciation during periods of declining interest rates than other U.S. Government securities of
	comparable maturities, although many issues of MBS may have a comparable risk of decline in
	market value during periods of rising interest rates. If MBS is purchased at a premium above its par
	value, a scheduled payment of principal and an unscheduled prepayment of principal, which would
	be made at par, will accelerate the realization of a loss equal to that portion of the premium
	applicable to the payment or prepayment. If MBS has been purchased at a discount from its par
	value, both a scheduled payment of principal and an unscheduled prepayment of principal will
	increase current returns and will accelerate the recognition of income, which, when distributed to
	Fund shareholders, will be taxable as ordinary income.

Mortgage Dollar	In a mortgage dollar roll, a Fund sells MBS for delivery in the current month and simultaneously
Rolls	contracts to repurchase substantially similar (same type, coupon and maturity) MBS on a specified
	future date. During the roll period, the Fund forgoes principal and interest paid on the MBS. The
	Fund is compensated by the difference between the current sales price and the lower forward price
	for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash
	proceeds of the initial sales. A “covered roll” is a specific type of dollar roll for which there is an
	offsetting cash position or a cash equivalent security position which matures on or before the
	forward settlement date of the dollar roll transaction. The Fund will only enter into covered rolls.
	Covered rolls are not treated as a borrowing or other senior security and will be excluded from the
	calculation of the Fund’s borrowings and other senior securities.

Municipal Lease	MLOs are obligations in the form of a lease, installment purchase or conditional sales contract
Obligations	(which typically provide for the title to the leased asset to pass to the governmental issuer) that is
(“MLOs”)	issued by state or local governments to acquire equipment and facilities. Interest income from MLOs
	is generally exempt from local and state taxes in the state of issuance. MLOs, like other municipal
	debt obligations, are subject to the risk of non-payment. Although MLOs do not constitute general
	obligations of the issuer for which the issuer’s unlimited taxing power is pledged, a lease obligation
	is frequently backed by the issuer’s covenant to budget for, appropriate and make the payments due
	under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses,
	which provide that the issuer has no obligation to make lease or installment purchase payments in
	future years unless money is appropriated for such purpose on a yearly basis. Although “non-
	appropriation” lease obligations are secured by the leased property, disposition of the property in the
	event of foreclosure might prove difficult. Participations in municipal leases are undivided interests
	in a portion of the total obligation. Participations entitle their holders to receive a pro rata share of all
	payments under the lease.


Eaton Vance Richard Bernstein All Asset Strategy Fund	48	SAI dated September 30, 2011


	MLOs and participations therein represent a type of financing that has not yet developed the depth of
	marketability associated with more conventional securities and, as such, they may be less liquid than
	conventional securities. Certain MLOs may be deemed illiquid for the purpose of the Fund’s
	limitation on investments in illiquid securities, unless determined by the investment adviser,
	pursuant to guidelines adopted by the Trustees, to be liquid securities. The investment adviser will
	consider a MLO to be liquid if it is rated investment grade (being a MLO rated BBB or Baa or
	higher) by a nationally recognized statistical organization or is insured by an insurer rated
	investment grade. If a MLO or participation does not meet the foregoing criteria, then the
	investment adviser will consider the MLO to be illiquid unless it conducts an analysis of relevant
	factors and concludes that the MLO is liquid. In conducting such an analysis, the investment adviser
	will consider the factors it believes are relevant to the marketability of the obligation, to the extent
	that information regarding such factor is available to the investment adviser and pertinent to the
	liquidity determination, which may include: (1) the willingness of dealers to bid for the obligation;
	(2) the number of dealers willing to purchase or sell the obligation and the number of other potential
	buyers; (3) the frequency of trades and quotes for the obligation; (4) the nature of the marketplace
	trades, including the time needed to dispose of the obligation, the method of soliciting offers, and the
	mechanics of transfer; (5) the willingness of the governmental issuer to continue to appropriate
	funds for the payment of the obligation; (6) how likely or remote an event of non-appropriation may
	be, which depends in varying degrees on a variety of factors, including those relating to the general
	creditworthiness of the governmental issuer, its dependence on its continuing access to the credit
	markets, and the importance to the issuer of the equipment, property or facility covered by the lease
	or contract; (7) an assessment of the likelihood that the lease may or may not be cancelled and (8)
	other factors and information unique to the obligation in determining its liquidity.

	The ability of issuers of MLO to make timely lease payments may be adversely impacted in general
	economic downturns and as relative governmental cost burdens are allocated and reallocated among
	federal, state and local governmental units. Such non-payment would result in a reduction of income
	from and value of the obligation. Issuers of MLOs might seek protection under the bankruptcy laws.
	In the event of bankruptcy of such an issuer, holders of MLOs could experience delays and
	limitations with respect to the collection of principal and interest on such MLOs and may not, in all
	circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights
	in the event of a default in lease payments, the Fund might take possession of and manage the assets
	securing the issuer’s obligations on such securities or otherwise incur costs to protect its right, which
	may increase the Fund’s operating expenses and adversely affect the net asset value of the Fund.
	When the lease contains a non-appropriation clause, however, the failure to pay would not be a
	default and the Fund would not have the right to take possession of the assets. Any income derived
	from the Fund’s ownership or operation of such assets may not be tax-exempt. In addition, the
	Fund’s intention to qualify as a “regulated investment company” under the Code may limit the
	extent to which the Fund may exercise its rights by taking possession of such assets, because as a
	regulated investment company the Fund is subject to certain limitations on its investments and on
	the nature of its income.

Municipal	Municipal obligations include debt obligations issued to obtain funds for various public purposes,
Obligations	including the construction of a wide range of public facilities, refunding of outstanding obligations
	and obtaining funds for general operating expenses and loans to other public institutions and
	facilities. Certain types of bonds are issued by or on behalf of public authorities to finance various
	privately owned or operated facilities, including certain facilities for the local furnishing of electric
	energy or gas, sewage facilities, solid waste disposal facilities and other specialized facilities.
	Municipal obligations include bonds as well as tax-exempt commercial paper, project notes and
	municipal notes such as tax, revenue and bond anticipation notes of short maturity, generally less
	than three years. While most municipal bonds pay a fixed rate of interest semiannually in cash, there
	are exceptions. Some bonds pay no periodic cash interest, but rather make a single payment at
	maturity representing both principal and interest. Some bonds may pay interest at a variable or
	floating rate. Bonds may be issued or subsequently offered with interest coupons materially greater
	or less than those then prevailing, with price adjustments reflecting such deviation.


Eaton Vance Richard Bernstein All Asset Strategy Fund	49	SAI dated September 30, 2011


	Municipal obligations may be subject to credit enhancements such as letters of credit, Standby Bond
	Purchase Agreements (“SBPAs”) and municipal bond insurance. Letters of credit are issued by a
	third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued
	interest if the underlying municipal bond should default. The credit quality of companies that
	provide such credit enhancements will affect the value of those securities. An SBPA is a liquidity
	facility provided to pay the purchase price of bonds that cannot be remarketed. The obligation of the
	liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot
	be remarketed and does not cover principal or interest under any other circumstances. The liquidity
	provider’s obligations under the SBPA are usually subject to numerous conditions, including the
	continued creditworthiness of underlying borrowers. Municipal obligations may be insured as to
	their scheduled payment of principal and interest. Although the insurance feature may reduce some
	financial risks, the premiums for insurance and the higher market price sometimes paid for insured
	obligations may reduce the current yield on the insured obligation. Insured obligations also may be
	secured by bank credit agreements or escrow accounts. Changes in the ratings of an insurer may
	affect the value of an insured obligation, and in some cases may even cause the value of a security to
	be less than a comparable uninsured obligation. The insurance does not guarantee the market value
	of the insured obligation or the net asset value of the Fund’s shares. The credit rating of an insured
	obligation reflects the credit rating of the insurer, based on its claims-paying ability. The obligation
	of a municipal bond insurance company to pay a claim extends over the life of each insured
	obligation. Although defaults on insured municipal obligations have been low to date and municipal
	bond insurers have met their claims, there is no assurance this will continue. A higher-than expected
	default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to
	bondholders. Because a significant portion of insured municipal obligations that have been issued
	and are outstanding is insured by a small number of insurance companies, an event involving one or
	more of these insurance companies, such as a credit rating downgrade, could have a significant
	adverse effect on the value of the municipal obligations insured by that insurance company and on
	the municipal bond markets as a whole. If relevant to the Fund(s) in this SAI, the claims-paying
	ability ratings are described in an appendix to the SAI (see the table of contents).

	In general, there are three categories of municipal obligations, the interest on which is exempt from
	federal income tax and is not a tax preference item for purposes of the alternative minimum tax
	(“AMT”): (i) certain “public purpose” obligations (whenever issued), which include obligations
	issued directly by state and local governments or their agencies to fulfill essential governmental
	functions; (ii) certain obligations issued before August 8, 1986 for the benefit of non-governmental
	persons or entities; and (iii) certain “private activity bonds” issued after August 7, 1986 which
	include “qualified Section 501(c)(3) bonds” or refundings of certain obligations included in the
	second category. Opinions relating to the validity of municipal bonds, exclusion of municipal bond
	interest from an investor’s gross income for federal income tax purposes and, where applicable, state
	and local income tax, are rendered by bond counsel to the issuing authorities at the time of issuance.

	Interest on certain “private activity bonds” issued after August 7, 1986 is exempt from regular
	federal income tax, but such interest (including a distribution by the Fund derived from such
	interest) is treated as a tax preference item which could subject the recipient to or increase the
	recipient’s liability for the AMT. For corporate shareholders, the Fund’s distributions derived from
	interest on all municipal obligations (whenever issued) are included in “adjusted current earnings”
	for purposes of the AMT as applied to corporations (to the extent not already included in alternative
	minimum taxable income as income attributable to private activity bonds).

	The two principal classifications of municipal bonds are “general obligation” and “revenue” bonds.
	Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The
	proceeds of these obligations are used to fund a wide range of public projects, including the
	construction or improvement of schools, highways and roads, water and sewer systems and a variety
	of other public purposes. The basic security of general obligation bonds is the issuer’s pledge of its
	faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied
	for the payment of debt service may be limited or unlimited as to rate and amount.

	Typically, the only security for a limited obligation or revenue bond is the net revenue derived from
	a particular facility or class of facilities financed thereby or, in some cases, from the proceeds of a
	special tax or other special revenues. Revenue bonds have been issued to fund a wide variety of


Eaton Vance Richard Bernstein All Asset Strategy Fund	50	SAI dated September 30, 2011


	revenue-producing public capital projects including: electric, gas, water and sewer systems;
	highways, bridges and tunnels; port and airport facilities; colleges and universities; hospitals; and
	convention, recreational, tribal gaming and housing facilities. Although the security behind these
	bonds varies widely, many provide additional security in the form of a debt service reserve fund
	which may also be used to make principal and interest payments on the issuer's obligations. In
	addition, some revenue obligations (as well as general obligations) are insured by a bond insurance
	company or backed by a letter of credit issued by a banking institution. Revenue bonds also include,
	for example, pollution control, health care and housing bonds, which, although nominally issued by
	municipal authorities, are generally not secured by the taxing power of the municipality but by the
	revenues of the authority derived from payments by the private entity which owns or operates the
	facility financed with the proceeds of the bonds. Obligations of housing finance authorities have a
	wide range of security features, including reserve funds and insured or subsidized mortgages, as well
	as the net revenues from housing or other public projects. Many of these bonds do not generally
	constitute the pledge of the credit of the issuer of such bonds. The credit quality of such revenue
	bonds is usually directly related to the credit standing of the user of the facility being financed or of
	an institution which provides a guarantee, letter of credit or other credit enhancement for the bond
	issue. Investing in revenue bonds may involve (without limitation) the following risks.

	Hospital bond ratings are often based on feasibility studies which contain projections of expenses,
	revenues and occupancy levels. A hospital’s income available to service its debt may be influenced
	by demand for hospital services, management capabilities, the service area economy, efforts by
	insurers and government agencies to limit rates and expenses, competition, availability and expense
	of malpractice insurance, and Medicaid and Medicare funding.

	Electric utilities face problems in financing large construction programs in an inflationary period,
	cost increases and delay occasioned by safety and environmental considerations (particularly with
	respect to nuclear facilities), difficulty in obtaining fuel at reasonable prices, and in achieving timely
	and adequate rate relief from regulatory commissions, effects of energy conservation and limitations
	on the capacity of the capital market to absorb utility debt.

	Industrial development bonds (“IDBs”) are normally secured only by the revenues from the project
	and not by state or local government tax payments, they are subject to a wide variety of risks, many
	of which relate to the nature of the specific project. Generally, IDBs are sensitive to the risk of a
	slowdown in the economy.

	Standard tobacco bonds are secured by a single source of revenue, installment payments made by
	tobacco companies stemming from the settlement of lawsuits brought against them by various states
	(the “Master Settlement Agreement”). Appropriation backed tobacco bonds are supported by the
	same Master Settlement Agreement payments as standard tobacco bonds, but are also subject to a
	state’s pledge that the governor will request an appropriation of funds in its annual budget for debt
	service if Master Settlement Agreement revenues are insufficient. These payments are not generally
	fixed but rather are tied to the volume of the company’s U.S. sales of cigarettes. Tobacco bonds are
	subject to several risks, including the risk that cigarette consumption declines or that a tobacco
	company defaults on its obligation to make payments to the state. Escrowed tobacco bonds no longer
	rely on Master Settlement Agreement revenue as security, and are backed by a variety of
	government securities.

	The airline industry has historically exhibited volatility, with market disruptions, mergers and
	occasional bankruptcy filings. The industry has been prone to issues including, but not limited to,
	intense competition, labor and union conflicts and variable jet fuel and security costs. Court rulings
	have given some guidance to the viability of collateral structures. However, there is still uncertainty
	as to the strength of collateral pledged under various security systems.

	Certain municipal bonds issued by Native American tribes may be subject to the risk that a taxing
	authority would determine that the income from such bonds is not eligible for tax-exempt status. In
	the event of any final adverse ruling to this effect, holders of such bonds may be subject to penalties.

	Education-related bonds are comprised of two types: (i) those issued to finance projects for public
	and private colleges and universities, charter schools and private schools, and (ii) those representing


Eaton Vance Richard Bernstein All Asset Strategy Fund	51	SAI dated September 30, 2011


	pooled interests in student loans. Bonds issued to supply educational institutions with funding are
	subject to many risks, including the risks of unanticipated revenue decline, primarily the result of
	decreasing student enrollment, decreasing state and federal funding, or changes in general economic
	conditions. Additionally, higher than anticipated costs associated with salaries, utilities, insurance or
	other general expenses could impair the ability of a borrower to make annual debt service payments.
	Student loan revenue bonds are generally offered by state (or sub-state) authorities or commissions
	and are backed by pools of student loans. Underlying student loans may be guaranteed by state
	guarantee agencies and may be subject to reimbursement by the United States Department of
	Education through its guaranteed student loan program. Others may be private, uninsured loans
	made to parents or students which may be supported by reserves or other forms of credit
	enhancement. Recoveries of principal due to loan defaults may be applied to redemption of bonds or
	may be used to re-lend, depending on program latitude and demand for loans. Cash flows supporting
	student loan revenue bonds are impacted by numerous factors, including the rate of student loan
	defaults, seasoning of the loan portfolio, and student repayment deferral periods of forbearance.
	Other risks associated with student loan revenue bonds include potential changes in federal
	legislation regarding student loan revenue bonds, state guarantee agency reimbursement and
	continued federal interest and other program subsidies currently in effect.

	Transportation debt may be issued to finance the construction of airports, toll roads, highways, or
	other transit facilities. Airport bonds are dependent on the economic conditions of the airport’s
	service area and may be affected by the business strategies and fortunes of specific airlines. They
	may also be subject to competition from other airports and modes of transportation. Air traffic
	generally follows broader economic trends and is also affected by the price and availability of fuel.
	Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the
	presence of competing roads and the general economic health of an area. Fuel costs, transportation
	taxes and fees, and availability of fuel also affect other transportation-related securities, as do the
	presence of alternate forms of transportation, such as public transportation.

	Water and sewer revenue bonds are generally secured by the fees charged to each user of the service.
	The issuers of water and sewer revenue bonds generally enjoy a monopoly status and latitude in their
	ability to raise rates. However, lack of water supply due to insufficient rain, run-off, or snow pack
	can be a concern and has led to past defaults. Further, public resistance to rate increases, declining
	numbers of customers in a particular locale, costly environmental litigation, and Federal
	environmental mandates are challenges faced by issuers of water and sewer bonds.

	The obligations of any person or entity to pay the principal of and interest on a municipal obligation
	are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and
	remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by
	Congress or state legislatures extending the time for payment of principal or interest, or both, or
	imposing other constraints upon enforcement of such obligations. Certain bond structures may be
	subject to the risk that a taxing authority may issue an adverse ruling regarding tax-exempt status.
	There is also the possibility that as a result of adverse economic conditions (including unforeseen
	financial events, natural disasters and other conditions that may affect an issuer’s ability to pay its
	obligations), litigation or other conditions, the power or ability of any person or entity to pay when
	due principal of and interest on a municipal obligation may be materially affected or interest and
	principal previously paid may be required to be refunded. There have been instances of defaults and
	bankruptcies involving municipal obligations which were not foreseen by the financial and
	investment communities. The Fund will take whatever action it considers appropriate in the event of
	anticipated financial difficulties, default or bankruptcy of either the issuer of any municipal
	obligation or of the underlying source of funds for debt service. Such action may include (i)
	retaining the services of various persons or firms (including affiliates of the investment adviser) to
	evaluate or protect any real estate, facilities or other assets securing any such obligation or acquired
	by the Fund as a result of any such event, (ii) managing (or engaging other persons to manage) or
	otherwise dealing with any real estate, facilities or other assets so acquired and (iii) taking such other
	actions as the adviser (including, but not limited to, payment of operating or similar expenses of the
	underlying project) may deem appropriate to reduce the likelihood or severity of loss on the fund’s
	investment. The Fund will incur additional expenditures in taking protective action with respect to
	portfolio obligations in (or anticipated to be in) default and assets securing such obligations.


Eaton Vance Richard Bernstein All Asset Strategy Fund	52	SAI dated September 30, 2011


	Historically municipal bankruptcies have been rare and certain provisions of the U.S. Bankruptcy
	Code governing such bankruptcy are unclear. Further, the application of state law to municipal
	obligation issuers could produce varying results among the states or among municipal obligation
	issuers within a state. These uncertainties could have a significant impact on the prices of the
	municipal obligations in which the Fund invests. There could be economic, business or political
	developments or court decisions that adversely affect all municipal obligations in the same sector.
	Developments such as changes in healthcare regulations, environmental considerations related to
	construction, construction cost increases and labor problems, failure of healthcare facilities to
	maintain adequate occupancy levels, and inflation can affect municipal obligations in the same
	sector. As the similarity in issuers of municipal obligations held by the Fund increases, the potential
	for fluctuations in the Fund’s share price also may increase.

	The secondary market for some municipal obligations issued within a state (including issues which
	are privately placed with the Fund) is less liquid than that for taxable debt obligations or other more
	widely traded municipal obligations. No established resale market exists for certain of the municipal
	obligations in which the Fund may invest. The market for obligations rated below investment grade
	is also likely to be less liquid than the market for higher rated obligations. As a result, the Fund may
	be unable to dispose of these municipal obligations at times when it would otherwise wish to do so
	at the prices at which they are valued.

	Municipal obligations that are rated below investment grade but that, subsequent to the assignment
	of such rating, are backed by escrow accounts containing U.S. Government obligations may be
	determined by the investment adviser to be of investment grade quality for purposes of the Fund’s
	investment policies. In the case of a defaulted obligation, the Fund may incur additional expense
	seeking recovery of its investment. Defaulted obligations are denoted in the “Portfolio of
	Investments” in the “Financial Statements” included in the Fund’s reports to shareholders.

Option Contracts	See also “Derivative Instruments and Related Risks” herein. An option contract is a contract that
	gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or
	sell to (in the case of a put) the writer of the option the reference instrument underlying the option
	(or the cash value of the index) at a specified exercise price at any time during the term of the
	option. The writer of an option on a security has the obligation upon exercise of the option to deliver
	the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price
	upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer
	of an option on an index is obligated to pay the difference between the cash value of the index and
	the exercise price multiplied by the specified multiplier for the index option. Options may be
	“covered” meaning that party required to deliver the reference instrument if the option is exercised
	owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the
	instrument). Options may be listed on an exchange or traded in the OTC market. In general,
	exchange-traded options have standardized exercise prices and expiration dates and require the
	parties to post margin against their obligations, and the performance of the parties' obligations in
	connection with such options is guaranteed by the exchange or a related clearing corporation. OTC
	options have more flexible terms negotiated between the buyer and the seller, but generally do not
	require the parties to post margin and are subject to greater credit risk. OTC options also involve
	greater liquidity risk. The staff of the SEC takes the position that certain purchased OTC options,
	and assets used as cover for written OTC options, are illiquid. Derivatives on economic indicators
	generally are offered in an auction format and are booked and settled as OTC options. Options on
	futures contracts are discussed below under “Futures Contracts.”

	If a written option expires unexercised, the Fund realizes a capital gain equal to the premium
	received at the time the option was written. If a purchased option expires unexercised, the Fund
	realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an
	exchange traded option may be closed out by an offsetting purchase or sale of an option of the same
	series (type, exchange, reference instrument, exercise price, and expiration). A capital gain will be
	realized from a closing purchase transaction if the cost of the closing option is less than the premium
	received from writing the option, or, if it is more, a capital loss will be realized. If the premium


Eaton Vance Richard Bernstein All Asset Strategy Fund	53	SAI dated September 30, 2011


	received from a closing sale transaction is more than the premium paid to purchase the option, the
	Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal
	factors affecting the market value of a put or a call option include supply and demand, the current
	market price of the reference instrument in relation to the exercise price of the option, the volatility
	of the reference instrument, and the time remaining until the expiration date. There can be no
	assurance that a closing purchase or sale transaction can be consummated when desired.

	Straddles are a combination of a call and a put written on the same reference instrument. A straddle
	is deemed to be covered when sufficient assets are deposited to meet the Fund’s immediate
	obligations. The same liquid assets may be used to cover both the call and put options where the
	exercise price of the call and put are the same, or the exercise price of the call is higher than that of
	the put. The Fund may also buy and write call options on the same reference instrument to cover its
	obligations. Because such combined options positions involve multiple trades, they result in higher
	transaction costs and may be more difficult to open or close. In an equity collar, the Fund
	simultaneously writes a call option and purchases a put option on the same instrument.

	To the extent that the Fund writes a call option on an instrument it holds and intends to use such
	instrument as the sole means of “covering” its obligation under the call option, the Fund has, in
	return for the premium on the option, given up the opportunity to profit from a price increase in the
	instrument above the exercise price during the option period, but, as long as its obligation under such
	call option continues, has retained the risk of loss should the value of the reference instrument
	decline. If the Fund were unable to close out such a call option, it would not be able to sell the
	instrument unless the option expired without exercise. Uncovered calls have speculative
	characteristics and are riskier than covered calls because there is no instrument or cover held by the
	Fund that can act as a partial hedge.

	The writer of an option has no control over the time when it may be required to fulfill its obligation
	under the option. Once an option writer has received an exercise notice, it cannot effect a closing
	purchase transaction in order to terminate its obligation under the option and must deliver the
	underlying reference instrument at the exercise price. If a put or call option purchased by the Fund is
	not sold when it has remaining value, and if the market price of the underlying security remains
	equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the
	exercise price (in the case of a call), the Fund will lose the premium it paid for the option.
	Furthermore, if trading restrictions or suspensions are imposed on options markets, the Fund may be
	unable to close out a position.

Participation in	The Fund may participate in the ReFlow liquidity program, which is designed to provide an
the ReFlow	alternative liquidity source for mutual funds experiencing net redemptions of their shares. Pursuant
Liquidity	to the program, ReFlow Fund, LLC (“ReFlow”) provides participating mutual funds with a source of
Program	cash to meet net shareholder redemptions by standing ready each business day to purchase fund
	shares up to the value of the net shares redeemed by other shareholders that are to settle the next
	business day. Following purchases of fund shares, ReFlow then generally redeems those shares
	when the fund experiences net sales, at the end of a maximum holding period determined by ReFlow
	(currently 28 days) or at other times at ReFlow’s discretion. While ReFlow holds fund shares, it will
	have the same rights and privileges with respect to those shares as any other shareholder. For use of
	the ReFlow service, a fund pays a fee to ReFlow each time it purchases fund shares, calculated by
	applying to the purchase amount a fee rate determined through an automated daily auction among
	participating mutual funds. The current minimum fee rate is 0.15% of the value of the fund shares
	purchased by ReFlow although the fund may submit a bid at a higher fee rate if it determines that
	doing so is in the best interest of fund shareholders. Such fee is allocated among a fund’s share
	classes based on relative net assets. ReFlow’s purchases of fund shares through the liquidity
	program are made on an investment-blind basis without regard to the fund’s objective, policies or
	anticipated performance. ReFlow will purchase Class A shares at net asset value and will not be
	subject to any sales charge, investment minimum or redemption fee applicable to such shares.
	Investments in a fund by ReFlow in connection with the ReFlow liquidity program are not subject to
	the round trip limitation described in “Restrictions on Excessive Trading and Market Timing” under
	“Purchasing Shares” in the Prospectus. In accordance with federal securities laws, ReFlow is
	prohibited from acquiring more than 3% of the outstanding voting securities of a fund. The


Eaton Vance Richard Bernstein All Asset Strategy Fund	54	SAI dated September 30, 2011


	investment adviser believes that the program assists in stabilizing the Fund’s net assets to the benefit
	of the Fund and its shareholders. To the extent the Fund’s net assets do not decline, the investment
	adviser may also benefit.

Pooled	Pooled investment vehicles include other open-end or closed-end investment companies affiliated or
Investment	unaffiliated with the investment adviser, exchange-traded funds (described below) and other
Vehicles	collective investment pools in accordance with the requirements of the 1940 Act. Closed-end
	investment company securities are usually traded on an exchange. The demand for the closed-end
	fund securities is independent of the demand for the underlying portfolio assets, and accordingly,
	such securities can trade at a discount from their net asset values. The Fund generally will indirectly
	bear its proportionate share of any management fees paid by a pooled investment vehicle in which it
	invests in addition to the investment advisory fee paid by the Fund.

Portfolio	The Board of Trustees of the Trust may discontinue the Fund’s investment in one or more Portfolios
Investing	if it determines that it is in the best interest of the Fund and its shareholders to do so. In such an
	event, the Board would consider what action might be taken, including investing Fund assets in
	another pooled investment entity or retaining an investment adviser to manage Fund assets in
	accordance with its investment objective(s). The Fund’s investment performance and expense ratio
	may be affected if its investment structure is changed or if another Portfolio investor withdraws all
	or a portion of its investment in the Portfolio.

Preferred	Preferred securities represent an equity ownership interest in the issuing corporation that has
Securities	a higher claim on the assets and earnings than common stock. Preferred securities generally have a
	dividend that must be paid out before dividends to common stockholders and the shares usually do
	not have voting rights. Preferred securities involve credit risk, which is the risk that a preferred
	security will decline in price, or fail to pay dividends when expected, because the issuer experiences
	a decline in its financial status. While a part of an issuer’s equity structure, preferred securities may
	be considered to be fixed-income securities for purposes of the Fund’s investment restrictions.

Real Estate	Securities of companies in the real estate industry such as REITs are sensitive to factors such as
Investment	changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets,
Trusts	occupancy rates, government regulations affecting zoning, land use, and rents, and the management
(“REITs”).	skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to
	liabilities under environmental and hazardous waste laws, among others. Changes in underlying real
	estate values may have an exaggerated effect to the extent that REITs concentrate investments in
	particular geographic regions or property types. Investments in REITs may also be adversely
	affected by rising interest rates. By investing in REITs, the Fund will bear REIT expenses in
	addition to its own expenses.

Recent Events	The value of FNMA and FHLMC securities fell sharply in 2008 due to concerns that the firms did
Regarding	not have sufficient capital to offset losses. In mid-2008, the U.S. Treasury Department was
Certain FNMA	authorized to increase the size of home loans that FNMA and FHLMC could purchase in certain
and FHLMC	residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to purchase the
	companies’ stock. In September 2008, the U.S. Treasury Department announced that FNMA and
	FHLMC had been placed in conservatorship by the Federal Housing Finance Agency (“FHFA”), a
	newly created independent regulator. In connection with the conservatorship, the U.S. Treasury
	Department entered into Senior Preferred Stock Purchase Agreements (“PSPAs”) under which, if the
	FHFA determines that the liabilities of FNMA and FHLMC have exceeded their assets under
	generally accepted accounting principles, the U.S. Treasury Department will contribute cash capital
	to the company in an amount equal to the difference between liabilities and assets. The PSPAs are
	designed to provide protection to the senior and subordinated debt and the MBS issued by FNMA
	and FHLMC. On February 18, 2009, the U.S. Treasury Department announced that it was doubling
	the size of its commitment to each of FNMA and FHLMC under the Senior Preferred Stock Program
	to $200 billion. The U.S. Treasury Department’s obligations under the Senior Preferred Stock
	Program are for an indefinite period of time for a maximum amount of $200 billion per entity.
	FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each
	remain liable for all of its obligations, including its guaranty obligations, associated with its
	mortgage-backed securities. The Senior Preferred Stock Purchase Agreement is intended to enhance


Eaton Vance Richard Bernstein All Asset Strategy Fund	55	SAI dated September 30, 2011


	each of FNMA and FHLMC’s ability to meet its obligations. The FHFA has indicated that the
	conservatorship of each entity will end when the director of FHFA determines that FHFA’s plan to
	restore the entity to a safe and solvent condition has been completed. No assurance can be given
	that the U.S. Treasury Department initiatives discussed above with respect to the debt and mortgage-
	backed securities issued by FNMA and FHLMC will be successful.

Repurchase	Repurchase agreements involve the purchase of a security coupled with an agreement to resell at a
Agreements	specified date and price. In the event of the bankruptcy of the counterparty to a repurchase
	agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the
	purchased securities may have decreased, a loss could result. Repurchase agreements which mature
	in more than seven days will be treated as illiquid. Unless the prospectus states otherwise, the terms
	of a repurchase agreement will provide that the value of the collateral underlying the repurchase
	agreement will always be at least equal to the repurchase price, including any accrued interest earned
	on the agreement, and will be marked to market daily.

Residual Interest	Residual interest bonds are a form of derivatives and are subject to the risks described under
Bonds	“Derivative Investments” herein. Residual interest bonds represent beneficial interests in a special
	purpose trust formed by a third party sponsor for the purpose of holding municipal obligations
	purchased from the Fund or from another third party. The special purpose trust typically sells two
	classes of beneficial interests: short-term floating rate interests (sometimes known as “put bonds” or
	“puttable securities”), which are sold to third party investors, and residual interests bonds. The short-
	term floating rate interests have first priority on the cash flow from the municipal obligations. The
	holder of the residual interest bond is paid the residual cash flow from the special purpose trust. If
	the Fund is the initial seller of the municipal obligation to the special purpose trust, it receives the
	proceeds from the sale of the floating rate interests in the special purpose trust, less certain
	transaction costs. These proceeds generally would be used to purchase additional municipal
	obligations or other permitted investments. If the Fund purchases all or a portion of the short-term
	floating rate securities sold by the special purpose trust, it may surrender those short-term floating
	rate securities together with a proportionate amount of residual interest bonds to the trustee of the
	special purpose trust in exchange for a proportionate amount of the municipal obligations owned by
	the special purpose trust. Although volatile, residual interest bonds typically offer the potential for
	yields exceeding the yields available on fixed rate fixed rate obligations with comparable credit
	quality, coupon, call provisions and maturity. All voting rights and decisions to be made with respect
	to any other rights relating to the municipal obligations held in the special purpose trust are passed
	through to the Fund, as the holder of the residual interest bonds.

	Residual interest bonds pay interest or income that, in the opinion of counsel to the issuer, is exempt
	from regular federal income tax. The investment adviser will not conduct its own analysis of the tax
	status of the interest or income paid by residual interest bonds held by the Fund, but will rely on the
	opinion of counsel to the issuer.

	Residual interest bonds have interest rate adjustment formulas which generally reduce or, in the
	extreme, eliminate the interest paid to holder of the residual interest bonds when short-term interest
	rates rise, and increase the interest paid when short-term interest rates fall. Residual interest bonds
	have varying degrees of liquidity, and the market for these securities is relatively volatile. These
	securities tend to underperform the market for fixed rate bonds in a rising long-term interest rate
	environment, but tend to outperform the market for fixed rate bonds when long-term interest rates
	decline or remain relatively stable. These securities usually permit the holder to convert the floating
	rate to a fixed rate (normally adjusted downward), and this optional conversion feature may provide
	a partial hedge against rising rates if exercised at an opportune time. In a transaction in which the
	Fund purchases a residual interest bond from a trust, and the underlying municipal obligation was
	held by the Fund prior to being deposited into the trust, the Fund treats the transaction as a secured
	borrowing for financial reporting purposes. As a result, the Fund will incur a non-cash interest
	expense with respect to interest paid by the trust on the variable rate securities, and will recognize
	additional interest income in an amount directly corresponding to the non-cash interest expense.
	Therefore, the Fund’s net asset value per share and performance are not affected by the non-cash
	interest expense. This accounting treatment does not apply to residual interest bonds acquired by the
	Fund when the Fund did not previously own the underlying municipal obligation.


Eaton Vance Richard Bernstein All Asset Strategy Fund	56	SAI dated September 30, 2011


	Residual interest bonds have the effect of providing a degree of leverage, since they may increase or
	decrease in value in response to changes, as an illustration, in market interest rates at a rate that is a
	multiple of the rate at which fixed-rate securities increase or decrease in response to such changes.
	While residual interest bonds expose the Fund to leverage risk because they provide two or more
	dollars of bond market exposure for every dollar invested, they are not subject to the Fund’s
	restrictions on borrowings. Under certain circumstances, the Fund may enter into a so-called
	shortfall and forbearance agreement with the sponsor of a residual interest bond. Such agreements
	commit the Fund to reimburse the sponsor of such residual interest bond, upon the termination of the
	trust issuing the residual interest bond, the difference between the liquidation value of the municipal
	obligation held by the special purpose trust and the principal amount due to the holders of the
	floating rate security issued in conjunction with the residual interest bond. Absent a shortfall and
	forbearance agreement, the Fund would not be required to make such a reimbursement. If the Fund
	chooses not to enter into such an agreement, the residual interest bond could be terminated and the
	Fund could incur a loss.

	A residual interest bond generally is considered highly leveraged if the principal amount of the
	short-term floating rate interests issued by the related residual interest bond trust exceeds 50% of the
	principal amount of the municipal obligations owned by the residual interest bond trust. The sponsor
	of a highly leveraged residual interest bond trust generally will retain a liquidity provider that stands
	ready to purchase the short-term floating rate interests at their original purchase price upon the
	occurrence of certain events, such as on a certain date prior to the scheduled expiration date of the
	transaction, upon a certain percentage of the floating rate interests failing to be remarketed in a
	timely fashion, upon the bonds owned by the residual interest bond trust being downgraded (but not
	below investment grade or upon the occurrence of a bankruptcy event with respect to the issuer of
	the municipal obligations) or upon the occurrence of certain regulatory or tax events. However, the
	liquidity provider is not required to purchase the floating rate interests upon the occurrence of
	certain other events, including upon the downgrading of the municipal obligations owned by the
	residual interest bond trust below investment grade or certain events that indicate the issuer of the
	municipal obligations may be entering bankruptcy. The general effect of these provisions is to pass
	to the holders of the floating rate interests the most severe credit risks associated with the municipal
	obligations owned by the residual interest bond trust and to leave with the liquidity provider the
	interest rate risk and certain other risks associated with the municipal obligations. If the liquidity
	provider acquires the floating rate interests upon the occurrence of an event described above, the
	liquidity provider generally will be entitled to an in-kind distribution of the municipal obligations
	owned by the special purpose trust or to cause the trust to sell the bonds and distribute the proceeds
	to the liquidity provider. The liquidity provider generally will enter into an agreement with the Fund
	that will require the Fund to make a payment to the liquidity provider in an amount equal to any loss
	suffered by the liquidity provider in connection with the foregoing transactions. The net economic
	effect of this agreement and these transactions is as if the Fund had entered into a special type of
	reverse repurchase agreement with the sponsor of the residual interest bond trust, pursuant to which
	the Fund is required to repurchase the municipal obligations it sells to the sponsor only upon the
	occurrence of certain events (such as a failed remarketing of the floating rate interests—most likely
	due to an adverse change in interest rates) but not others (such as a default of the municipal
	obligations).

	The Fund may also invest in the short-term floating rate interest residual bonds. The remarketing
	agent for the special purpose trust sets a floating or variable rate on typically a weekly basis. These
	securities grant the Fund the right to require the issuer or a specified third party acting as agent for
	the issuer (e.g., a tender agent) to purchase the bonds, usually at par, at a certain time or times prior
	to maturity or upon the occurrence of specified events or conditions. The put option or tender option
	right is typically available to the investor on a periodic (e.g., daily, weekly or monthly) basis.
	Typically, the put option is exercisable on dates on which the floating or variable rate changes.

Reverse	Under a reverse repurchase agreement, the Fund temporarily transfers possession of a portfolio
Repurchase	instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the
	Fund agrees to repurchase the instrument at an agreed upon time (normally within seven days) and


Eaton Vance Richard Bernstein All Asset Strategy Fund	57	SAI dated September 30, 2011


Agreements	price, which reflects an interest payment. The Fund may enter into a reverse repurchase agreement
	for various purposes, including but not limited to when it is able to invest the cash acquired at a rate
	higher than the cost of the agreement or as a means of raising cash to satisfy redemption requests
	without the necessity of selling portfolio assets. In a reverse repurchase agreement, any fluctuations
	in the market value of either the securities transferred to another party or the securities in which the
	proceeds may be invested would affect the market value of the Fund’s assets. As a result, such
	transactions may increase fluctuations in the value of the Fund. Because reverse repurchase
	agreements may be considered to be the practical equivalent of borrowing funds, they constitute a
	form of leverage. Such agreements will be treated as subject to investment restrictions regarding
	“borrowings.” If the Fund reinvests the proceeds of a reverse repurchase agreement at a rate lower
	than the cost of the agreement, entering into the agreement will lower the Fund’s yield.

Securities	The Fund may lend its portfolio securities to major banks, broker-dealers and other financial
Lending	institutions in compliance with the 1940 Act. No lending may be made with any companies affiliated
	with the investment adviser. These loans earn income and are collateralized by cash, securities or
	letters of credit. The Fund may realize a loss if it is not able to invest cash collateral at rates higher
	than the costs to enter the loan. When the loan is closed, the lender is obligated to return the
	collateral to the borrower. The lender could suffer a loss if the value of the collateral is below the
	market value of the borrowed securities or if the borrow defaults on the loan. The lender may pay
	reasonable finder’s, lending agent, administrative and custodial fees in connection with its loans.
	The investment adviser may instruct the securities lending agent to terminate loans and recall
	securities with voting rights so that the securities may be voted in accordance with the Fund’s proxy
	voting policy and procedures if deemed appropriate to do so.

	Cash collateral received by the Fund in respect of loaned securities is invested in Eaton Vance Cash
	Collateral Fund, LLC (“Cash Collateral Fund”), a privately offered investment company holding
	high quality, U.S. dollar denominated money market instruments. The investment objective of Cash
	Collateral Fund is to provide as high a rate of income as may be consistent with preservation of
	capital and maintenance of liquidity. Although not a registered money market mutual fund, Cash
	Collateral Fund conducts all of its investment activities in accordance with the requirements of Rule
	2a-7 under the 1940 Act. There can be no assurance that Cash Collateral Fund will be able to
	maintain a stable net asset value and the Fund could experience a loss of its invested collateral.
	Cash Collateral Fund invests in high quality, U.S. dollar-denominated money market instruments of
	domestic and foreign issuers, including U.S. Government securities and prime commercial paper.
	When appropriate, Cash Collateral Fund may also invest in other high-grade, short-term obligations
	including certificates of deposit, bankers’ acceptances and other short-term securities issued by
	domestic or foreign banks or their subsidiaries or branches. Cash Collateral Fund may purchase
	securities on a when-issued basis and for future delivery by means of “forward commitments.” Cash
	Collateral Fund may enter into repurchase agreements. Cash Collateral Fund may invest without
	limit in U.S. dollar-denominated obligations of foreign issuers, including foreign banks. Cash
	Collateral Fund does not limit the amount of its assets that can be invested in one type of instrument
	or in any foreign country. Information about the portfolio holdings of Cash Collateral Fund is
	available on request. As compensation for its services as manager, Eaton Vance is paid a fee at a
	rate of 0.08% annually of the average daily net assets of Cash Collateral Fund. Eaton Vance pays all
	of Cash Collateral Fund’s custody, audit and other ordinary operating expenses, excluding
	extraordinary, non-recurring items such as expenses incurred in connection with litigation,
	proceedings, claims and reorganization expenses. Payments to Eaton Vance for managing Cash
	Collateral Fund are in addition to the investment advisory fee paid by the Fund.

Securities with	Securities may have a combination of equity and debt characteristics. These securities may at times
Equity and Debt	behave more like equity than debt or vice versa. Some types of convertible bonds, preferred stocks
Characteristics	or other preferred securities automatically convert into common stocks or other securities at a stated
	conversion ratio and some may be subject to redemption at the option of the issuer at a
	predetermined price. These securities, prior to conversion, may pay a fixed rate of interest or a
	dividend. Because convertible securities have both debt and equity characteristics, their values vary
	in response to many factors, including the values of the securities into which they are convertible,
	general market and economic conditions, and convertible market valuations, as well as changes in


Eaton Vance Richard Bernstein All Asset Strategy Fund	58	SAI dated September 30, 2011


	interest rates, credit spreads and the credit quality of the issuer. The prices and yields of
	nonconvertible preferred securities or preferred stocks generally move with changes in interest rates
	and the issuer’s credit quality, similar to the factors affecting debt securities. If these securities are
	ranked at the bottom of an issuer’s debt capital structure, they may be more sensitive to economic
	changes than more senior debt securities. These securities may also be viewed as more equity-like
	by the market when the issuer or its parent company experience financial problems.

Senior Loans	Senior Loans primarily include senior floating rate loans and secondarily senior floating rate debt
	obligations (including those issued by an asset-backed pool), and interests therein. Senior Loans are
	floating rate senior loans of Borrowers with interest rates that float, adjust or vary periodically based
	on benchmark indicators, specified adjustment schedules or prevailing interest rates. Senior Loans
	are often secured by specific assets or “collateral”, although they may not be secured by collateral.
	A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial
	bank, insurance company, finance company or other financial institution (the “Agent”) for a group
	of loan investors (“Loan Investors”), generally referred to as a “syndicate”. The Agent typically
	administers and enforces the Senior Loan on behalf of the Loan Investors in the syndicate. In
	addition, an institution, typically but not always the Agent, holds any collateral on behalf of the
	Loan Investors. Loan interests primarily take the form of assignments purchased in the primary or
	secondary market. Loan interests may also take the form of participation interests in, or novations of,
	a Senior Loan.

	The purchaser of an assignment typically succeeds to all the rights and obligations under the loan
	agreement of the assigning Loan Investor and becomes a Loan Investor under the loan agreement
	with the same rights and obligations as the assigning Loan Investor. Participations in a Loan
	Investor’s portion of a Senior Loan typically result in a contractual relationship only with such Loan
	Investor, not with the Borrower. As a result, the purchaser may have the right to receive payments of
	principal, interest and any fees to which it is entitled only from the Loan Investor selling the
	participation and only upon receipt by such Loan Investor of such payments from the Borrower. The
	purchaser generally will have no right to enforce compliance by the Borrower with the terms of the
	loan agreement or any set-off rights against the Borrower with respect to any funds acquired by
	other Loan Investors and the purchaser may not directly benefit from the collateral supporting the
	Senior Loan. As a result, the purchaser assumes the credit risk of both the Borrower and the Loan
	Investor selling the participation. In the event of the insolvency of the Loan Investor selling the
	participation, the Fund may be treated as a general creditor of such Loan Investor.

	The Fund will take whatever action it considers appropriate in the event of anticipated financial
	difficulties, default or bankruptcy of the Borrower. Such action may include (i) retaining the services
	of various persons or firms (including affiliates of the investment adviser) to evaluate or protect any
	collateral or other assets securing any Senior Loan or acquired as a result of any such event, (ii)
	managing (or engaging other persons to manage) or otherwise dealing with any collateral or other
	assets so acquired and (iii) taking such other actions (including, but not limited to, payment of
	operating or similar expenses relating to the collateral) as the investment adviser may deem
	appropriate to reduce the likelihood or severity of loss on the Fund’s investment and/or maximize
	the return on such investment. The Fund will incur additional expenditures in taking protective
	action with respect to Senior Loans in (or anticipated to be in) default and assets securing such
	Loans. In certain circumstances, the Fund may receive equity or equity-like securities from a
	Borrower to settle the Loan or may acquire an equity interest in the Borrower. Representatives of
	the Fund also may join creditor or similar committees relating to Loans.

	The Fund will only acquire participations if the Loan Investor selling the participation, and any other
	persons interpositioned between the Fund and the Loan Investor (an “Interposed Person”), at the
	time of investment, has outstanding debt or deposit obligations rated investment grade (BBB or A-3
	or higher by Standard & Poor’s Ratings Group or Baa or P- 3 or higher by Moody’s Investors
	Service, Inc. or comparably rated by another nationally recognized rating agency) or determined by
	the investment adviser to be of comparable quality. Similarly, the Fund will only purchase an
	assignment or participation or act as a Loan Investor with respect to a syndicated Senior Loan only
	where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or
	deposit obligations rated investment grade or determined by the investment adviser to be of


Eaton Vance Richard Bernstein All Asset Strategy Fund	59	SAI dated September 30, 2011


	comparable quality. Notwithstanding the forgoing, the Fund may enter into a transaction to acquire
	an assignment or participation with an Interposed Person where such Interposed Person does not
	have outstanding debt or deposit obligations rated investment grade if the Fund does so in
	compliance with applicable written procedures governing such transactions.

	Loan Collateral. Borrowers generally will, for the term of the Senior Loan, pledge collateral to
	secure their obligation. In addition Senior Loans may be guaranteed by or secured by assets of the
	Borrower’s owners or affiliates. During the term of the Senior Loan, the value of collateral securing
	the Loan may decline in value causing the Loan to be under collateralized. Collateral may consist of
	assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets
	would satisfy fully a Borrower’s obligations under a Senior Loan. In addition, if a Senior Loan is
	foreclosed, the Fund could become part owner of the collateral and would bear the costs and
	liabilities associated with owning and disposing of such collateral.

	Fees. The Fund may receive a facility fee when it buys a Senior Loan and pay a facility when it sells
	a Senior Loan. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn
	portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, the Fund
	may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a Borrower or an
	amendment fee.

	Loan Administration. In a typical Senior Loan the Agent administers the terms of the loan
	agreement and is responsible for the collection of principal, and interest payments from the
	Borrower and the apportionment of these payments to the Loan Investors. Failure by the Agent to
	fulfill its obligations may delay or adversely affect receipt of payment by the Fund. Furthermore,
	unless under the terms of a loan agreement or participation (as applicable) the Fund has direct
	recourse against the Borrower, the Fund must rely on the Agent and the other Loan Investors to use
	appropriate remedies against the Borrower. The Agent is typically responsible for monitoring
	compliance with covenants contained in the loan agreement based upon reports prepared by the
	Borrower. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on
	reports from the Borrower may involve the risk of fraud by the Borrower. It is unclear whether an
	investment in a Senior Loan offers the securities law protections against fraud and
	misrepresentation.

	A financial institution’s appointment as Agent may usually be terminated in the event that it fails to
	observe the requisite standard of care or becomes insolvent. A successor Agent would generally be
	appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement
	should remain available to holders of Senior Loans. However, if assets held by the Agent for the
	benefit of the Fund were determined to be subject to the claims of the Agent’s general creditors, the
	Fund might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of
	principal and/or interest. In situations involving other Interposed Persons similar risks may arise.

	Regulatory Changes . To the extent that legislation or state or federal regulators that regulate certain
	financial institutions impose additional requirements or restrictions with respect to the ability of such
	institutions to make loans, particularly in connection with highly leveraged transactions, the
	availability of Senior Loans for investment may be adversely affected. Further, such legislation or
	regulation could depress the market value of Senior Loans.

	Additional Information. Interests in Senior Loans generally are not listed on any national securities
	exchange or automated quotation system and no active market may exist for many of certain Senior
	Loans. A secondary market exists for Senior Loans may be subject to irregular trading activity, wide
	bid/ask spreads and extended trade settlement periods.

	From time to time the investment adviser and its affiliates may borrow money from various banks in
	connection with their business activities. Such banks may also sell interests in Senior Loans to or
	acquire them from the Fund or may be intermediate participants with respect to Senior Loans in
	which the Fund owns interests. Such banks may also act as Agents for Senior Loans held by the
	Fund.

	The Fund may purchase and retain in its portfolio a Senior Loan where the Borrower has
	experienced, or may be perceived to be likely to experience, credit problems, including involvement


Eaton Vance Richard Bernstein All Asset Strategy Fund	60	SAI dated September 30, 2011


	in or recent emergence from bankruptcy reorganization proceedings or other forms of debt
	restructuring. While such investments may provide opportunities for enhanced income as well as
	capital appreciation, they generally involve greater risk and may be considered speculative. The
	Fund may from time to time participate on ad-hoc committees formed by creditors to negotiate with
	the management of financially troubled Borrowers. The Fund may incur legal fees as a result of such
	participation. In addition, such participation may restrict the Fund’s ability to trade in or acquire
	additional positions in a particular security when it might otherwise desire to do so. Participation by
	the Fund also may expose the Fund to potential liabilities under bankruptcy or other laws governing
	the rights of creditors and debtors. The Fund will participate on such committees only when the
	investment adviser believes that such participation is necessary or desirable to enforce the Fund’s
	rights as a creditor or to protect the value of a Senior Loan held by the Fund.

	Lenders can be sued by other creditors and the debtor and its shareholders. Losses could be greater
	than the original loan amount and occur years after the loan’s recovery. If a Borrower becomes
	involved in bankruptcy proceedings, a court may invalidate the Fund’s security interest in the loan
	collateral or subordinate the Fund’s rights under the loan agreement to the interests of the
	Borrower’s unsecured creditors or cause interest previously paid to be refunded to the Borrower.
	There are also other events, such as the failure to perfect a security interest due to faulty
	documentation or faulty official filings, which could lead to the invalidation of the Fund’s security
	interest in loan collateral. If any of these events occur, the Fund’s performance could be negatively
	affected.

	In some instances, other accounts managed by the investment adviser may hold other securities
	issued by Borrowers the Senior Loans of which may be held by the Fund. These other securities may
	include, for example, debt securities that are subordinate to the Senior Loans held by the Fund,
	convertible debt or common or preferred equity securities. In certain circumstances, such as if the
	credit quality of the Borrower deteriorates, the interests of holders of these other securities may
	conflict with the interests of the holders of the Borrower’s Senior Loans. In such cases, the
	investment adviser may owe conflicting fiduciary duties to the Fund and other client accounts. The
	investment adviser will endeavor to carry out its obligations to all of its clients to the fullest extent
	possible, recognizing that in some cases certain clients may achieve a lower economic return, as a
	result of these conflicting client interests, than if the investment adviser’s client accounts collectively
	held only a single category of the issuer’s securities.

	The Fund may acquire warrants and other equity securities as part of a unit combining a Senior Loan
	and equity securities of a Borrower or its affiliates. The Fund may also acquire equity securities or
	debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior
	Loan or issued in connection with the debt restructuring or reorganization of a Borrower, or if such
	acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or
	would otherwise be consistent with the Fund’s investment policies.

Short Sales	Short sales are transactions in which a party sells a security it does not own in anticipation of a
	decline in the market value of that security. To complete such a transaction, the party must borrow
	the security to make delivery to the buyer. When the party is required to return the borrowed
	security, it typically will purchase the security in the open market. The price at such time may be
	more or less than the price at which the party sold the security. Until the security is replaced, the
	party is required to repay the lender any dividends or interest, which accrues during the period of the
	loan. To borrow the security, it also may be required to pay a premium, which would increase the
	cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the
	extent necessary to meet margin requirements, until the short position is closed out. Transaction
	costs are incurred in effecting short sales. A short seller will incur a loss as a result of a short sale if
	the price of the security increases between the date of the short sale and the date on which it replaces
	the borrowed security. A gain will be realized if the price of the security declines in price between
	those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the
	amount of the premium, dividends or interest the short seller may be required to pay, if any, in
	connection with a short sale. Short sales may be “against the box” or uncovered. In a short sales
	“against the box”, at the time of the sale, the short seller owns or has the immediate and
	unconditional right to acquire the identical security at no additional cost. In an uncovered short sale,

	the short seller does not own the underlying security and, as such, losses from uncovered short sales
	may be significant. The Fund may sell short securities representing an index or basket of securities
	whose constituents the Fund holds in whole or in part. A short sale of an index or basket of securities
	will be a covered short sale if the underlying index or basket of securities is the same or substantially
	identical to securities held by the Fund. Use of short sales is limited by the Fund’s non-fundamental
	restriction relating thereto.

Short-Term	Securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in
Trading	anticipation of a market rise (a decline in interest rates) and later sold. In addition, a security may be
	sold and another purchased at approximately the same time to take advantage of what is believed to
	be a temporary disparity in the normal yield relationship between the two securities. Yield
	disparities may occur for reasons not directly related to the investment quality of particular issues or
	the general movement of interest rates, such as changes in the overall demand for or supply of
	various types of fixed-income securities or changes in the investment objectives of investors.

Smaller	The investment risk associated with smaller companies is higher than that normally associated with
Companies	larger, more established companies due to the greater business risks associated with small size, the
	relative age of the company, limited product lines, distribution channels and financial and
	managerial resources. Further, there is typically less publicly available information concerning
	smaller companies than for larger companies. The securities of small companies are often traded
	only over-the-counter and may not be traded in the volumes typical of trading on a national
	securities exchange. As a result, stocks of smaller companies are often more volatile than those of
	larger companies, which are often traded on a national securities exchange.

Stripped	SMBS are derivative multiclass mortgage securities. SMBS commonly involve two classes of
Mortgage-	securities that receive different proportions of the interest and principal distributions on a pool of
Backed	mortgage assets. A common type of SMBS will have one class receiving most of the interest from
Securities	the mortgages, while the other class will receive most of the principal. In the most extreme case, the
(“SMBS”)	interest only class receives all of the interest while the principal only class receives the entire
	principal. The yield to maturity on an interest only class is extremely sensitive to the rate of principal
	payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of
	principal payments may have a material adverse effect on the yield to maturity from these securities.
	If the underlying mortgages experience greater than anticipated prepayments of principal, the initial
	investment in these securities may not be recouped. Although the market for such securities is
	increasingly liquid, certain SMBS may not be readily marketable and will be considered illiquid.
	The market value of the class consisting entirely of principal payments generally is unusually
	volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or
	most of the interest from mortgages are generally higher than prevailing market yields on other MBS
	because their cash flow patterns are more volatile and there is a greater risk that the initial
	investment will not be fully recouped.

Structured Notes	See also “Derivative Instruments and Related Risks” herein. Structured notes are derivative debt
	instruments, the interest rate or principal of which is determined by an unrelated indicator (for
	example, a currency, security, commodity or index thereof). The terms of the instrument may be
	“structured” by the purchaser and the borrower issuing the note. Indexed securities may include
	structured notes as well as securities other than debt securities, the interest rate or principal of which
	is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies
	the indexed element by a specified factor and, therefore, the value of such securities may be very
	volatile. The terms of structured notes and indexed securities may provide that in certain
	circumstances no principal is due at maturity, which may result in a loss of invested capital.
	Structured notes and indexed securities may be positively or negatively indexed, so that appreciation
	of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of
	the structured note or indexed security at maturity may be calculated as a specified multiple of the
	change in the value of the unrelated indicator. Structured notes and indexed securities may entail a
	greater degree of market risk than other types of investments because the investor bears the risk of
	the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid,
	and more difficult to accurately price than less complex securities and instruments or more
	traditional debt securities.


Swap	See also “Derivative Instruments and Related Risks” herein. Swap agreements are two-party
Agreements	contracts entered into primarily by institutional investors for periods ranging from a few weeks to
	more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or
	differentials in rates of return) earned or realized on a particular predetermined reference instrument
	or instruments, which can be adjusted for an interest rate factor. The gross returns to be exchanged
	or “swapped” between the parties are generally calculated with respect to a “notional amount” ( i.e. ,
	the return on or increase in value of a particular dollar amount invested at a particular interest rate or
	in a “basket” of securities representing a particular index). Other types of swap agreements may
	calculate the obligations of the parties to the agreement on a “net basis.” Consequently, a party’s
	current obligations (or rights) under a swap agreement will generally be equal only to the net amount
	to be paid or received under the agreement based on the relative values of the positions held by each
	party to the agreement (the “net amount”).

	Whether the use of swap agreements will be successful will depend on the investment adviser's
	ability to predict correctly whether certain types of reference instruments are likely to produce
	greater returns than other instruments. Swap agreements may be subject to contractual restrictions
	on transferability and termination and they may have terms of greater than seven days. The Fund’s
	obligations under a swap agreement will be accrued daily (offset against any amounts owed to the
	Fund under the swap). Developments in the swaps market, including potential government
	regulation, could adversely affect the Fund’s ability to terminate existing swap agreements or to
	realize amounts to be received under such agreements, as well at to participate in swap agreements
	in the future. If there is a default by the counterparty to a swap, the Fund will have contractual
	remedies pursuant to the swap agreement, but any recovery may be delayed depending on the
	circumstances of the default. Swap agreements include (but are not limited to):

	Currency Swaps. Currency swaps involve the exchange of the rights of the parties to make or
	receive payments in specified currencies. Because currency swaps usually involve the delivery of the
	entire principal value of one designated currency in exchange for the other designated currency, the
	entire principal value of a currency swap is subject to the risk that the other party to the swap will
	default on its contractual delivery obligations. If the investment adviser is incorrect in its forecasts of
	market value and currency exchange rates, performance may be adversely affected.

	Equity Swaps. An equity swap is an agreement in which at least one party’s payments are based on
	the rate of return of an equity security or equity index, such as the S&P 500. The other party’s
	payments can be based on a fixed rate, a non-equity variable rate, or even a different equity index.
	The Fund may enter into equity index swaps on a net basis pursuant to which the future cash flows
	from two reference instruments are netted out, with the Fund receiving or paying, as the case may
	be, only the net amount of the two.

	Credit Default Swaps. Under a credit default swap agreement, the protection “buyer” in a credit
	default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream
	of payments over the term of the contract provided that no credit event, such as a default, on a
	reference instrument has occurred. If a credit event occurs, the seller generally must pay the buyer
	the “par value” (full notional value) of the reference instrument in exchange for an equal face
	amount of the reference instrument described in the swap, or the seller may be required to deliver the
	related net cash amount, if the swap is cash settled. If the Fund is a buyer and no credit event occurs,
	the Fund may recover nothing if the swap is held through its termination date. As a seller, the Fund
	generally receives an upfront payment or a fixed rate of income throughout the term of the swap
	provided that there is no credit event. As the seller, the Fund would effectively add leverage to its
	portfolio because, in addition to its total net assets, the Fund would be subject to investment
	exposure on the notional amount of the swap. The determination of a credit event under the swap
	agreement will depend on the terms of the agreement and may rely on the decision of persons that
	are not a party to the agreement. The Fund’s obligations under a credit default swap agreement will
	be accrued daily (offset against any amounts owed to the Fund).


	Total Return Swaps . Total return swap agreements are contracts in which one party agrees to make
	periodic payments to another party based on the change in market value of the assets underlying the
	contract, which may include a specified security, basket of securities or securities indices during the
	specified period, in return for periodic payments based on a fixed or variable interest rate or the total
	return from other underlying assets. Total return swap agreements may be used to obtain exposure to
	a security or market without owning or taking physical custody of such security or investing directly
	in such market. Total return swap agreements may effectively add leverage to the Fund’s portfolio
	because, in addition to its total net assets, the Fund would be subject to investment exposure on the
	notional amount of the swap. Generally, the Fund will enter into total return swaps on a net basis
	(i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be,
	only the net amount of the two payments). The net amount of the excess, if any, of the Fund’s
	obligations over its entitlements with respect to each total return swap will be accrued on a daily
	basis. If the total return swap transaction is entered into on other than a net basis, the full amount of
	the Fund’s obligations will be accrued on a daily basis, and the full amount of the Fund’s obligations
	will be segregated by the Fund in an amount equal to or greater than the market value of the
	liabilities under the total return swap or the amount it would have cost the Fund initially to make an
	equivalent direct investment, plus or minus any amount the Fund is obligated to pay or is to receive
	under the total return swap agreement.

	Interest Rate Swaps, Caps and Floors. Interest rate swaps are OTC contracts in which each party
	agrees to make a periodic interest payment based on an index or the value of an asset in return for a
	periodic payment from the other party based on a different index or asset. The purchase of an
	interest rate floor entitles the purchaser, to the extent that a specified index falls below a
	predetermined interest rate, to receive payments of interest on a notional principal amount from the
	party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the
	extent that a specified index rises above a predetermined interest rate, to receive payments of interest
	on a notional principal amount from the party selling such interest rate cap. The Fund usually will
	enter into interest rate swap transactions on a net basis (i.e., the two payment streams are netted out,
	with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
	The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to
	each interest rate swap will be accrued on a daily basis. If the interest rate swap transaction is
	entered into on other than a net basis, the full amount of the Fund’s obligations will be accrued on a
	daily basis. Certain Federal income tax requirements may limit the Fund’s ability to engage in
	certain interest rate transactions.

Swaptions	See also “Derivative Instruments and Related Risks” herein. A swaption is a contract that gives a
	counterparty the right (but not the obligation) in return for payment of a premium, to enter into a
	new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement,
	at some designated future time on specified terms. The Fund may write (sell) and purchase put and
	call swaptions. Depending on the terms of the particular option agreement, the Fund will generally
	incur a greater degree of risk when it writes a swaption than it will incur when it purchases a
	swaption. When the Fund purchases a swaption, it risks losing only the amount of the premium it
	has paid should it decide to let the option expire unexercised. However, when the Fund writes a
	swaption, upon exercise of the option the Fund will become obligated according to the terms of the
	underlying agreement.

Tax-Managed	Taxes are a major influence on the net returns that investors receive on their taxable investments.
Investing	There are four components of the returns of a mutual fund that invests in equities - price
	appreciation, distributions of qualified dividend income, distributions of other investment income
	and distributions of realized short-term and long-term capital gains - which are treated differently for
	federal income tax purposes. Distributions of income other than qualified dividend income and
	distributions of net realized short-term gains (on stocks held for one year or less) are taxed as
	ordinary income, at rates currently as high as 35%. Distributions of qualified dividend income and
	net realized long-term gains (on stocks held for more than one year) are currently taxed at rates up to
	15%. These rates are scheduled to increase to 39.6% and 20%, respectively, for taxable years
	beginning on or after January 1, 2013. The provisions of the Code applicable to qualified dividend
	income are effective through 2012 (the “sunset provisions”). Thereafter, qualified dividend income
	will be subject to tax at ordinary income rates unless further legislative action is taken. The Fund’s
	investment program and the tax treatment of Fund distributions may be affected by IRS
	interpretations of the Code and future changes in tax laws and regulations, including changes
	resulting from the sunset provisions described above that would have the effect of repealing the
	favorable treatment of qualified dividend income and reimposing the higher tax rates applicable to
	ordinary income in 2013 unless further legislative action is taken. Returns derived from price
	appreciation are untaxed until the shareholder disposes of his or her shares. Upon disposition, a
	capital gain (short-term, if the shareholder has held his or her shares for one year or less, otherwise
	long-term) equal to the difference between the net proceeds of the disposition and the shareholder’s
	adjusted tax basis is realized.

Trust	Trust certificates are investments in a limited purpose trust or other vehicle formed under State law.
Certificates	Trust certificates in turn invest in instruments, such as credit default swaps, interest rate swaps,
	preferred stocks and other securities, in order to customize the risk/return profile of a particular
	security. Like an investment in a bond, investments in trust certificates represent the right to receive
	periodic income payments (in the form of distributions) and payment of principal at the end of the
	term of the certificate. However, these payments are conditioned on the trust’s receipt of payments
	from, and the trust’s potential obligations to, the counterparties to the derivative instruments and
	other securities in which the trust invests. Investments in these instruments are indirectly subject to
	the risks associated with derivative instruments, including, among others, credit risk, default or
	similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is
	expected that the trusts that issue credit-linked trust certificates will constitute “private” investment
	companies, exempt from registration under the 1940 Act. Although the trusts are typically private
	investment companies, they are generally not actively managed. It is also expected that the
	certificates will be exempt from registration under the 1933 Act. Accordingly, there may be no
	established trading market for the certificates and they may constitute illiquid investments.

U.S.	U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates,
Government	maturities and times of issuance, including: U.S. Treasury bills (maturities of one year or less); U.S.
Securities	Treasury notes (maturities of one year to ten years); and U.S. Treasury bonds (generally maturities
	of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies and
	instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S.
	Treasury, (b) the right of the issuer to borrow an amount limited to a specific line of credit from the
	U.S. Treasury, (c) discretionary authority of the U.S. Government to purchase certain obligations of
	the U.S. Government agency or instrumentality or (d) the credit of the agency or instrumentality.
	U.S. Government securities also include any other security or agreement collateralized or otherwise
	secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government
	include but are not limited to: Farmers Home Administration, Export-Import Bank of the United
	States, Federal Housing Administration, Federal Land Banks, Federal Financing Bank, Central Bank
	for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Bank System, Federal Home Loan
	Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, General
	Services Administration, Government National Mortgage Association, Student Loan Marketing
	Association,, United States Postal Service, Maritime Administration, Small Business
	Administration, Tennessee Valley Authority, Washington D.C. Armory Board and any other
	enterprise established or sponsored by the U.S. Government. The U.S. Government generally is not
	obligated to provide support to its instrumentalities The principal of and/or interest on certain U.S.
	Government securities could be (a) payable in foreign currencies rather than U.S. dollars or (b)
	increased or diminished as a result of changes in the value of the U.S. dollar relative to the value of
	foreign currencies. The value of such portfolio securities denominated in foreign currencies may be
	affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar.
	For additional information about Federal Home Loan Mortgage Corporation and Federal National
	Mortgage Association, see “Information Regarding FNMAC and FHLMC” herein.

Unlisted	Unlisted securities are neither listed on a stock exchange nor traded over the counter. Unlisted
Securities	securities may include investments in new and early stage companies, which may involve a high
	degree of business and financial risk that can result in substantial losses and may be considered
	speculative. Such securities will generally be deemed to be illiquid. Because of the absence of any
	public trading market for these investments, it may take longer to liquidate these positions than
	would be the case for publicly traded securities. Although these securities may be resold in privately

	negotiated transactions, the prices realized from these sales could be less than those originally paid
	or less than what may be considered the fair value of such securities. Furthermore, issuers whose
	securities are not publicly traded may not be subject to public disclosure and other investor
	protection requirements applicable to publicly traded securities. If such securities are required to be
	registered under the securities laws of one or more jurisdictions before being resold, the Fund may
	be required to bear the expenses of registration. In addition, in foreign jurisdictions any capital gains
	realized on the sale of such securities may be subject to higher rates of foreign taxation than taxes
	payable on the sale of listed securities.

Variable Rate	Variable rate instruments provide for adjustments in the interest rate at specified intervals (daily,
Obligations	weekly, monthly, semiannually, etc.) based on market conditions, credit ratings or interest rates and
	the investor may have the right to “put” the security back to the issuer or its agent. Variable rate
	obligations normally provide that the holder can demand payment of the obligation on short notice at
	par with accrued interest and which are frequently secured by letters of credit or other support
	arrangements provided by banks. To the extent that such letters of credit or other arrangements
	constitute an unconditional guarantee of the issuer’s obligations, a bank may be treated as the issuer
	of a security for the purposes of complying with the diversification requirements set forth in Section
	5(b) of the 1940 Act and Rule 5b-2 thereunder. The Fund would anticipate using these bonds as cash
	equivalents pending longer term investment of its funds. The rate adjustment features tend to limit
	the extent to which the market value of the obligations will fluctuate.

Warrants	See also “Derivative Instruments and Related Risks” herein. Warrants are an option, but not the
	obligation, to purchase an instrument at a fixed price valid for a specific period of time. Warrants
	typically are issued by the issuer of the underlying reference instrument. Warrants do not represent
	ownership of the instrument, but only the right to buy it. The prices of warrants do not necessarily
	move parallel to the prices of the underlying reference instruments. Warrants may become valueless
	if not sold or exercised prior to their expiration. Warrants have no voting rights, pay no dividends
	and have no rights with respect to the assets of the corporation issuing them. These factors can make
	warrants more speculative than other types of investments.

When-Issued	Securities may be purchased on a “forward commitment”, “when-issued” or “delayed delivery”
Securities,	basis (meaning securities are purchased or sold with payment and delivery taking place in the future)
Delayed	in order to secure what is considered to be an advantageous price and yield at the time of entering
Delivery and	into the transaction. When the Fund agrees to purchase such securities, it assumes the risk of any
Forward	decline in value of the security from the date of the agreement to purchase. However, the yield on a
Commitments	comparable security when the transaction is consummated may vary from the yield on the security at
	the time that the forward commitment, when-issued or delayed delivery transaction was made. The
	Fund does not earn interest on the securities it has committed to purchase until they are paid for and
	delivered on the settlement date.

	From the time of entering into the transaction until delivery and payment is made at a later date, the
	securities that are the subject of the transaction are subject to market fluctuations. In forward
	commitment, when-issued or delayed delivery transactions, if the seller or buyer, as the case may be,
	fails to consummate the transaction the counterparty may miss the opportunity of obtaining a price
	or yield considered to be advantageous. However, no payment or delivery is made until payment is
	received or delivery is made from the other party to the transaction.

Zero Coupon	Zero coupon bonds are debt obligations which do not require the periodic payment of interest and
Bonds	are issued at a significant discount from face value. The discount approximates the total amount of
	interest the bonds will accrue and compound over the period until maturity at a rate of interest
	reflecting the market rate of the security at the time of purchase. The effect of owning debt
	obligations that do not make current interest payments is that a fixed yield is earned not only on the
	original investment but also, in effect, on all discount accretion during the life of the debt obligation.
	This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest
	distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time
	eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, zero coupon

	bonds may be subject to substantially greater price fluctuations during periods of changing market
	interest rates than are comparable securities that pay interest currently. The Fund is required to
	accrue income from zero coupon bonds on a current basis, even though it does not receive that
	income currently in cash, and the Fund is required to distribute that income for each taxable year.
	Thus, the Fund may have to sell other investments to obtain cash needed to make income
	distributions. Because zero coupon bonds do not distribute interest on a current basis, they tend to
	be subject to greater risk than interest-paying securities of similar maturities. The market prices of
	zero-coupon bonds are affected to a greater extent by interest rate changes and therefore tend to be
	more volatile than securities which pay interest periodically and in cash. Longer term zero coupon
	bonds are more exposed to interest rate risk than shorter term zero coupon bonds. Zero coupon
	bonds may be subject to greater fluctuation in value and less liquidity in the event of adverse market
	conditions than comparably rated debt obligations that pay cash interest at regular intervals. During
	a period of severe market conditions, the market for zero coupon bonds may become less liquid. In
	addition, as zero coupon bonds do not pay cash interest, they increase the Fund’s investment
	exposure to their issuers and their risks, including credit risk.

Eaton Vance Richard Bernstein All Asset Strategy Fund

SAI dated September 30, 2011

APPENDIX A

Class A Fees, Performance & Ownership

^ Prior to the date of this SAI, this Class of the Fund had not yet commenced operations so there is no fee or performance information.

Control Persons and Principal Holders of Securities. As of September ^ 1 , 2011, there are no shares of this Class of the Fund outstanding.


Eaton Vance Richard Bernstein All Asset Strategy Fund	62	SAI dated September 30, 2011

APPENDIX B

Class C Fees, Performance & Ownership

^ Prior to the date of this SAI, this Class of the Fund had not yet commenced operations so there is no fee or performance information.

Control Persons and Principal Holders of Securities. As of September ^ 1 , 2011, there are no shares of this Class of the Fund outstanding.


Eaton Vance Richard Bernstein All Asset Strategy Fund	63	SAI dated September 30, 2011

APPENDIX C

Class I Performance & Ownership

^ Prior to the date of this SAI, this Class of the Fund had not yet commenced operations so there is no performance or ownership information.

Control Persons and Principal Holders of Securities. As of September ^ 1 , 2011, there are no shares of this Class of the Fund outstanding.


Eaton Vance Richard Bernstein All Asset Strategy Fund	64	SAI dated September 30, 2011

APPENDIX D

EATON VANCE FUNDS

PROXY VOTING POLICY AND PROCEDURES

I. Overview

The Boards of Trustees (the “Boards”) of the Eaton Vance Funds (the “Funds”) recognize that it is their fiduciary responsibility to actively monitor the Funds’ operations. The Boards have always placed paramount importance on their oversight of the implementation of the Funds’ investment strategies and the overall management of the Funds’ investments. A critical aspect of the investment management of the Funds continues to be the effective assessment and voting of proxies relating to the Funds’ portfolio securities. While the Boards will continue to delegate the day-to-day responsibilities relating to the management of the proxy-voting process to the relevant investment adviser or sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case of a master-feeder arrangement), the Boards have determined that it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”). For purposes of this Policy the term “Fund” shall include a Fund’s underlying portfolio in the case of a master-feeder arrangement and the term “Adviser” shall mean the adviser to a Fund or its sub-adviser if a sub-advisory relationship exists.

II. Delegation of Proxy Voting Responsibilities

Pursuant to investment advisory agreements between each Fund and its Adviser, the Adviser has long been responsible for reviewing proxy statements relating to Fund investments and, if the Adviser deems it appropriate to do so, to vote proxies on behalf of the Funds. The Boards hereby formally delegate this responsibility to the Adviser, except as otherwise described in this Policy. In so doing, the Boards hereby adopt on behalf of each Fund the proxy voting policies and procedures of the Adviser(s) to each Fund as the proxy voting policies and procedures of the Fund. The Boards recognize that the Advisers may from time to time amend their policies and procedures. The Advisers will report material changes to the Boards in the manner set forth in Section V below. In addition, the Boards will annually review and approve the Advisers’ proxy voting policies and procedures.

III. Delegation of Proxy Voting Disclosure Responsibilities

The Securities and Exchange Commission (the “Commission”) recently enacted certain new reporting requirements for registered investment companies. The Commission’s new regulations require that funds (other than those which invest exclusively in non-voting securities) make certain disclosures regarding their proxy voting activities. The most significant disclosure requirement for the Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), to file Form N-PX no later than August 31st of each year beginning in 2004. Under Form N-PX, each Fund will be required to disclose, among other things, information concerning proxies relating to the Fund’s portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted in the matter and whether it voted for or against management.

The Boards hereby delegate to each Adviser the responsibility for recording, compiling and transmitting in a timely manner all data required to be filed on Form N-PX to Eaton Vance Management, which acts as administrator to each of the Funds (the “Administrator”), for each Fund that such Adviser manages. The Boards hereby delegate the responsibility to file Form N-PX on behalf of each Fund to the Administrator.

IV. Conflict of Interest

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put the interests of each Fund and its shareholders above those of the Adviser. In the event that in connection with its proxy voting responsibilities a material conflict of interest arises between a Fund’s shareholders and the Fund’s Adviser or the Administrator (or any of their affiliates) or any affiliated person of the Fund, and the Proxy Administrator intends to vote the proxy in a manner inconsistent with the guidelines approved by the Board, the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board(s), or any committee, sub-committee or group of Independent Trustees identified by such Board (as long as such committee, sub-committee or group contains at least two or more Independent Trustees), concerning the material conflict.

Once the Adviser notifies the relevant Board(s), committee, sub-committee or group of Independent Trustees of the Board, of the material conflict, the Board(s), committee, sub-committee or group of Independent Trustees, shall convene a meeting to review and consider all relevant materials related to the proxies involved. In considering such proxies, the Adviser shall make available all materials requested by the Board, committee, sub-committee or group of Independent Trustees and make reasonably available appropriate personnel to discuss the matter upon request. The Board, committee, sub-committee or group of Independent Trustees will instruct the Adviser on the appropriate course of action. If the Board, committee, sub-committee or group of Independent Trustees is unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, each


Eaton Vance Richard Bernstein All Asset Strategy Fund	65	SAI dated September 30, 2011

Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Board, committee, sub-committee or group of Independent Trustees at its next meeting. Any determination regarding the voting of proxies of each Fund that is made by the committee, sub-committee or group of Independent Trustees shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.

V. Reports

The Administrator shall make copies of each Form N-PX filed on behalf of the Funds available for the Boards’ review upon the Boards’ request. The Administrator (with input from the Adviser for the relevant Fund(s)) shall also provide any reports reasonably requested by the Boards regarding the proxy voting records of the Funds.

Each Adviser shall annually report any material changes to such Adviser’s proxy voting policies and procedures to the relevant Board(s) and the relevant Board(s) will annually review and approve the Adviser’s proxy voting policies and procedures. Each Adviser shall report any changes to such Adviser’s proxy voting policies and procedures to the Administrator prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds’ disclosure relating to such policies and procedures.


Eaton Vance Richard Bernstein All Asset Strategy Fund	66	SAI dated September 30, 2011

APPENDIX E

RICHARD BERNSTEIN ADVISORS LLC

PROXY VOTING POLICIES AND PROCEDURES

I. Introduction

Richard Bernstein Advisors LLC (the “ Firm ”) is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”). The Firm has adopted these Proxy Voting Policies and Procedures pursuant to Rule 206(4)-6 under the Advisers Act (the “ Procedures ”). These Procedures generally will govern whenever the Firm has authority to vote proxies relating to securities held in advisory client accounts, including fund accounts and separately managed accounts for which the Firm serves as investment adviser, investment sub-adviser, manager or in such other similar capacity, as applicable (each, a “ Client ,” and collectively, “ Clients ”). However, with respect to any Client that is an investment company registered under the Investment Company Act of 1940, as amended (a “ Registered Fund ”), these Procedures may be superseded by the procedures adopted by the Registered Fund.

II. The Proxy Voting Process

All proxies are reviewed by the Firm’s Chief Investment Officer (the “ CIO ”) in consultation with the Firm’s Chief Compliance Officer (the “ CCO ”). The CCO votes the proxies according to the guidelines set forth below and, when necessary, determines the votes for issues not clearly specifically covered, applying the “General Principle” noted below. In addition, the CCO reviews, revises and updates the Procedures as necessary and appropriate.

III. General Principle

The Firm will vote any proxy or other beneficial interest in an equity security in a prudent manner the Firm believes to be in the best economic interest of the Client holding such security or on whose behalf the Firm is voting such security, considering all factors that the Firm believes to be relevant and without undue influence from individuals or groups (other than such Client, or Clients, as the case may be) who may have an economic interest in the outcome of a proxy vote. In limited circumstances, the Firm may refrain from voting proxies where it believes that voting would be inappropriate, weighing various factors and the anticipated costs and benefits to its Clients. The Firm may engage an independent, third-party proxy voting service to assist it in discharging its proxy-voting obligations, subject to adherence, in all material respects, to the guidelines herein (including, in particular, Section IV.B.1. herein).

IV. Specific Proposals


	A. Routine Matters

	Routine matters are typically proposed by Management (as defined below) of a company and meet the following criteria: (i) they do not measurably change the structure, management, control or operation of the company; (ii) they do not measurably change the terms of, or fees or expenses associated with, an investment in the company; and (iii) they are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company.

	For routine matters, the Firm will vote in accordance with the recommendation of the company’s management, directors, general partners, managing members or trustees (collectively, “ Management ”), as applicable, unless, in the Firm’s opinion, such recommendation is not in the best interests of the Client.


		1.	General Matters

		The Firm will generally vote for proposals:

		•	to set time and location of annual meeting;

		•	to change the fiscal year of the company; and

		•	to change the name of a company.

		2.	Board Members

			a. Election or Re-Election. The Firm will generally vote for Management proposals to elect or re-elect members of a board of directors/trustees (the “ Board ”).

			b. Fees to Board Members. The Firm will generally vote for proposals to increase fees paid to the Board members, unless it determines that the compensation exceeds market standards.

		3.	Capital Structure


Eaton Vance Richard Bernstein All Asset Strategy Fund	67	SAI dated September 30, 2011


	The Firm will generally vote for proposals to change capitalization, including to increase authorized common shares or to increase authorized preferred shares, as long as the proposal does not either: (i) establish a class or classes of shares or interests with terms that may disadvantage the class held by the Client; or (ii) result in disproportionate voting rights for preferred shares or other classes of shares or interests.

	4.	Appointment of Auditors

	The Firm will generally vote for the approval of auditors and proposals authorizing the Board to fix auditor fees, unless:

	•	the Firm has serious concerns about the accountants presented, including their independence, or the audit procedures used; or

	•	the auditors are being changed without explanation.

B. Non-Routine Matters

Non-routine matters involve a variety of issues and may be proposed by a company’s Management or beneficial owners ( i.e. , shareholders, members, partners, etc. (collectively, the “Owners”)). These proxies may involve one or more of the following: (i) a measurable change in the structure, management, control or operation of the company; (ii) a measurable change in the terms of, or fees or expenses associated with, an investment in the company; or (iii) a change that is inconsistent with industry standards and/or the laws of the state of incorporation applicable to the company.


1.	Board Members

	a. Term Limits. The Firm will generally vote for proposals to require a reasonable retirement age (e.g., 72) for Board members, and will vote on a case-by-case basis on proposals to attempt to limit tenure.

	b. Replacement. The Firm will generally vote against proposals that make it more difficult to replace Board members, including proposals:

	•	to stagger the Board;

	•	to overweight Management representation on the Board;

	•	to introduce cumulative voting (cumulative voting allows the Owners to “stack” votes behind one or a few individuals for a position on the Board, thereby giving minority Owners a greater chance of electing the Board member(s));

	•	to introduce unequal voting rights;

	•	to create supermajority voting; or

	•	to establish pre-emptive rights.

	c. Liability and Indemnification. In order to promote accountability, the Firm will generally vote against proposals to limit the personal liability of Board members for any breach of fiduciary duty or failure to act in good faith.

	d. Ownership Issues. The Firm will generally vote for proposals that require Management to own a minimum interest in the company. The purpose of this policy is to encourage the alignment of Management’s interests with the interests of the Owners. However, the Firm will generally vote against proposals for stock options or other compensation that grant an ownership interest for Management if such proposals offer greater than [15%] of the outstanding securities of a company because such options may dilute the voting rights of other Owners.

2.	Compensation, Fees and Expenses

In general, the Firm will vote against proposals to increase compensation, fees or expenses to be paid to the Owners, unless the Firm determines that the benefits resulting to the company and its Owners justifies the increased compensation, fees or expenses.

3.	Voting Rights

The Firm will generally vote against proposals:

•	to introduce unequal voting or dividend rights among the classes;

•	to change the amendment provisions of a company’s charter documents by removing Owner approval requirements;

•	to require supermajority () approval for votes rather than a simple majority (½);

•	to restrict the Owners’ right to act by written consent; or

•	to restrict the Owners’ right to call meetings, propose amendments to the articles of incorporation or other governing documents of the company or nominate Board members.

The Firm will generally vote for proposals that eliminate any of the foregoing rights or requirements.


Eaton Vance Richard Bernstein All Asset Strategy Fund	68	SAI dated September 30, 2011

4. Takeover Defenses and Related Actions

The Firm will generally vote against any proposal to create any plan or procedure designed primarily to discourage a takeover or other similar action, including “poison pills”. Examples of “poison pills” include:


•	large increases in the amount of stock authorized but not issued;

•	blank check preferred stock (stock with a fixed dividend and a preferential claim on company assets relative to common shares, the terms of which are set by the Board at a future date without further action by the Owners);

•	compensation that would act to reward Management as a result of a takeover attempt, whether successful or not, such as revaluing purchase price of stock options, or “golden parachutes”;

•	fixed price amendments that require a certain price to be offered to all of the Owners based on a fixed formula; and

•	greenmail provisions that allow a company to make payments to a bidder in order to persuade the bidder to abandon its takeover plans.

The Firm will generally vote for proposals that eliminate any of the foregoing rights or requirements, as well as proposals to:


•	require that golden parachutes or golden handcuffs be submitted for ratification by the Owners; and

•	to opt out of state anti-takeover laws deemed by the Firm to be detrimental.

The Firm will generally vote on a case-by-case basis regarding other proposals that may be used to prevent takeovers, such as the establishment of employee stock purchase or ownership plans.

5. Reincorporation

The Firm will generally vote for a change in the state of incorporation if the change is for valid business reasons (such as reincorporating in the same state as the headquarters of any controlling company).

6. Debt Issuance and Pledging of Assets for Debt

The Firm will generally vote proxies relating to the issuance of debt, the pledging of assets for debt, and an increase in borrowing powers on a case-by-case basis, taking into consideration relevant factors, including, for example:


•	the potential increase in the company’s outstanding interests or shares, if any ( e.g., convertible bonds); and

•	the potential increase in the company’s capital, if any, over the current outstanding capital.

7. Mergers or Acquisitions

The Firm will vote proxies relating to mergers or acquisitions on a case-by-case basis, but will generally vote for any proposals that the Firm believes will offer fair value to its Clients.

8. Termination or Liquidation of the Company

The Firm will vote proxies relating to the termination or liquidation of a company on a case-by-case basis, taking into consideration one or more of the following factors:


•	terms of liquidation;

•	past performance of the company; and

•	strategies employed to save the company.

9. Social & Environmental Issues and Corporate Responsibility

The Firm will vote proxies relating to social and environmental issues on a case-by-case basis, but will generally vote for any proposals that will reduce discrimination, improve protections to minorities and disadvantaged classes, and increase conservation of resources and wildlife.

The Firm will generally vote against any proposals that place arbitrary restrictions on the company’s ability to invest, market, enter into contractual arrangements or conduct other activities. The Firm will also generally vote against proposals:


•	to bar or restrict charitable contributions; or

•	to limit corporate political activities.

10. All Other Matters

All other decisions regarding proxies will be determined on a case-by-case basis taking into account the general policy, as set forth above.


Eaton Vance Richard Bernstein All Asset Strategy Fund	69	SAI dated September 30, 2011


	C. Abstaining from Voting or Affirmatively Not Voting

	The Firm will abstain from voting (which generally requires submission of a proxy voting card) or affirmatively decide not to vote if the Firm determines that abstaining or not voting is in the best interests of the relevant Client(s). In making such a determination, the Firm will consider various factors, including, but not limited to: (i) the costs associated with exercising the proxy ( e.g. , translation or travel costs); (ii) any legal restrictions on trading resulting from the exercise of a proxy; and (iii) whether the Firm has sold the underlying securities since the record date for the proxy. The Firm will not abstain from voting or affirmatively decide not to vote merely to avoid a conflict of interest.

V. Conflicts of Interest

The Firm will make its best efforts to avoid material conflicts of interest in the voting of proxies. However, where material conflicts of interest arise, the Firm is committed to resolving the conflict in its Clients’ best interest. If the Firm, as detected by the CIO or the CCO, determines (based on the combined decision of the CIO and the CCO) that it has, or may be perceived to have, a conflict of interest when voting a proxy, the Firm will address matters involving such conflicts of interest as follows:


	A. If a proposal is addressed by the specific policies herein, the Firm will vote in accordance with such policies;

	B. If the Firm believes it is in the best interest of the relevant Client(s) to depart from the specific policies provided for herein, the Firm will be subject to the requirements of C or D below, as applicable;

	C. If the proxy proposal is: (1) not addressed by the specific policies; or (2) requires a case-by-case determination by the Firm, the Firm may vote such proxy as it determines to be in the best interest of the investing Client(s), without taking any action described in D below, provided that such vote would be against the Firm’s own interest in the matter (i.e., against the perceived or actual conflict). The Firm will memorialize the rationale of such vote in writing; and

	D. If the proxy proposal is: (1) not addressed by the specific policies; or (2) requires a case-by-case determination by the Firm, and the Firm believes it should vote in a way that may also benefit, or be perceived to benefit, its own interest, then the Firm must take one of the following actions in voting such proxy: (a) delegate the voting decision for such proxy proposal to an independent third party; (b) inform the Client(s) of the conflict of interest and obtain consent (majority consent in the case of a fund) to vote the proxy as recommended by the Firm; or (c) obtain approval of the decision from the CCO and outside counsel.

VI. Procedures for Proxies

The CIO, in consultation with the CCO, will be responsible for determining whether each proxy is for a “routine” matter or not, as described above. All proxies identified as “routine” will be voted by the CCO in accordance with the Procedures.

Any proxies that are not clearly “routine” will be submitted to the CIO, who in consultation with the CCO will determine how to vote each such proxy by applying the Procedures. Upon making a decision, the proxy will be executed and returned to the CCO for submission to the company. Upon receipt of an executed proxy, the CCO will update the investing fund’s or other Client’s proxy voting record. The CCO is responsible for the actual voting of all proxies in a timely manner. The CCO also is responsible for monitoring the effectiveness of these Procedures.

In the event the Firm determines that it should rely on the advice of an independent third party, including a proxy voting service, regarding the voting of a proxy, the Firm will submit the proxy to such third party and the CCO will execute the proxy in accordance with such third party’s decision.

VII. Record of Proxy Voting/Retention

The CCO will maintain, or have available, written or electronic copies of each proxy statement received and of each executed proxy.

The CCO will also maintain records relating to each proxy, including: (i) the determination as to whether the proxy was routine or not; (ii) the voting decision with regard to each proxy; and (iii) any documents created by the CIO or others, that were material to making the voting decision.

The Firm will maintain a record of each written request from a Client or investor in a fund for proxy voting information and the Firm’s written response to any such request.

The CCO will maintain such records in its offices for two years from the end of the fiscal year during which the record was created, and for an additional three years in an easily accessible place.


Eaton Vance Richard Bernstein All Asset Strategy Fund	70	SAI dated September 30, 2011


PART C - OTHER INFORMATION

Item 28.	Exhibits (with inapplicable items omitted)

(a)	(1)	Declaration of Trust dated May 25, 1989, filed as Exhibit (1)(a) to Post-Effective Amendment No. 59 filed
		August 16, 1995 (Accession No. 0000950156-95-000600) and incorporated herein by reference.
	(2)	Amendment to the Declaration of Trust dated August 18, 1992 filed as Exhibit (1)(b) to Post-Effective
Amendment No. 59 filed August 16, 1995 and incorporated herein by reference.
	(3)	Amendment to the Declaration of Trust dated June 23, 1997 filed as Exhibit (1)(c) to Post-Effective
		Amendment No. 68 filed August 25, 1997 (Accession No. 0000950156-97-000646) and incorporated
		herein by reference.
	(4)	Amendment to the Declaration of Trust dated August 11, 2008 filed as Exhibit (a)(4) to Post-Effective
		Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633) and
		incorporated herein by reference.
	(5)	Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest, Without
		Par Value, as amended effective June 6, 2011 filed as Exhibit (a)(5) to Post-Effective Amendment No.
		120 filed July 12, 2011 (Accession No. 0000940394-11-000875) and incorporated herein by
		reference.
(b)	(1)	By-Laws filed as Exhibit (2)(a) to Post-Effective Amendment No. 59 filed August 16, 1995 and
		incorporated herein by reference.
	(2)	Amendment to By-Laws dated December 13, 1993 filed as Exhibit (2)(b) to Post-Effective Amendment
		No. 59 filed August 16, 1995 and incorporated herein by reference.
	(3)	Amendment to By-Laws of Eaton Vance Growth Trust dated June 18, 2002 filed as Exhibit (b)(3) to
		Post-Effective Amendment No. 79 filed December 23, 2002 (Accession No. 0000940394-02-000745)
		and incorporated herein by reference.
	(4)	Amendment to By-Laws of Eaton Vance Growth Trust dated February 7, 2005 filed as Exhibit (b)(4) to
		Post-Effective Amendment No. 89 filed March 2, 2005 (Accession No. 0000940394-05-000248) and
		incorporated herein by reference.
	(5)	Amendment to By-Laws of Eaton Vance Growth Trust dated December 11, 2006 filed as Exhibit (b)(5) to
		Post-Effective Amendment No. 97 filed December 21, 2006 (Accession No. 0000940394-06-001172)
		and incorporated herein by reference.
	(6)	Amendment to By-Laws of Eaton Vance Growth Trust dated August 11, 2008 filed as Exhibit (b)(6) to
		Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633)
		and incorporated herein by reference.
(c)		Reference is made to Item 28(a) and 28(b) above.
(d)	(1)	Investment Advisory Agreement with Boston Management and Research for Atlanta Capital Intermediate
		Bond Fund dated December 10, 2001 filed as Exhibit (d)(1) to Post-Effective Amendment No. 78 filed
		December 21, 2001 (Accession No. 0000940394-01-500575) and incorporated herein by reference.
	(2)	Investment Sub-Advisory Agreement between Boston Management and Research and Atlanta Capital
		Management Company, LLC for Atlanta Capital Intermediate Bond Fund dated December 10, 2001 filed
		as Exhibit (d)(2) to Post-Effective Amendment No. 78 filed December 21, 2001 and incorporated herein
		by reference.
	(3)	Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton
		Vance Richard Bernstein Multi-Market Equity Strategy Fund, and Eaton Vance Management dated August
		9, 2010 filed as Exhibit (d)(3) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession
		No. 0000940394-10-001024) and incorporated herein by reference.
	(4)	Investment Sub-Advisory Agreement between Eaton Vance Management and Richard Bernstein Advisors
		LLC dated August 9, 2010 filed as Exhibit (d)(4) to Post-Effective Amendment No. 111 filed October 12,
		2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.

C-1


	(5)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton
			Vance Focused Growth Opportunities Fund and Eaton Vance Management dated March 7, 2011 filed as
Exhibit (d)(5) to Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No.
			0000940394-11-000350) and incorporated herein by reference.
	(6)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton
			Vance Focused Value Opportunities Fund and Eaton Vance Management dated March 7, 2011 filed as
Exhibit (d)(6) to Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No.
			0000940394-11-000350) and incorporated herein by reference.
	(7)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton
			Vance Richard Bernstein All Asset Strategy Fund, and Eaton Vance Management dated September 30,
			2011 filed herewith.
	(8)		Investment Sub-Advisory Agreement between Eaton Vance Management and Richard Bernstein Advisors
			LLC dated September 30, 2011 filed herewith.
(e)	(1)	(a)	Amended and Restated Distribution Agreement between Eaton Vance Growth Trust and Eaton Vance
			Distributors, Inc. effective August 9, 2010 with attached Schedules A and B dated August 9, 2010 filed
			as Exhibit (e)(1) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No.
			0000940394-10-001024) and incorporated herein by reference.
		(b)	Amended Schedule B dated September 30, 2011 to the Amended and Restated Distribution Agreement
			between Eaton Vance Growth Trust and Eaton Vance Distributors, Inc. filed herewith.
	(2)		Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized Dealers filed as Exhibit
			(e)(2) to Post-Effective Amendment No. 85 filed to the Registration Statement of Eaton Vance Special
			Investment Trust (File Nos. 2-27962, 811-1545) filed April 26, 2007 (Accession No.
			0000940394-07-000430) and incorporated herein by reference.
(f)			The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the
			Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the
			Matter of Capital Exchange Fund, Inc., Release No. IC-20671 (November 1, 1994).
(g)	(1)		Master Custodian Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as
			Exhibit (g)(1) to Post-Effective Amendment No. 125 of Eaton Vance Municipals Trust (File Nos. 33-572,
			811-4409) filed November 30, 2010 (Accession No. 0000940394-10-001163) and incorporated
			herein by reference.
	(2)		Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1,
			2010 filed as Exhibit (g)(2) to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust
			(File Nos. 2-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000)
			and incorporated herein by reference.
(h)	(1)	(a)	Management Contract between Eaton Vance Growth Trust (on behalf of Eaton Vance Asian Small
			Companies Fund, Eaton Vance Information Age Fund, Eaton Vance Greater China Growth Fund and Eaton
			Vance Worldwide Health Sciences Fund) and Eaton Vance Management dated June 23, 1997 filed as
			Exhibit (5)(a) to Post-Effective Amendment No. 68 filed August 25, 1997 and incorporated herein by
			reference.
		(b)	Fee Reduction Agreement between Eaton Vance Growth Trust and Eaton Vance Global Growth Fund dated
			July 28, 2006 to Management Contract dated June 23, 1997 filed as Exhibit (h)(1)(b) to Post-Effective
			Amendment No. 95 filed October 30, 2006 (Accession No. 0000940394-06-000845) and incorporated
			herein by reference.
	(2)		Amended and Restated Administrative Services Agreement between Eaton Vance Growth Trust (on behalf
			of certain of its series) and Eaton Vance Management dated April 28, 2011 with attached Schedule A
			dated April 28, 2011 filed herewith.
	(3)		Administrative Services Agreement between Eaton Vance Growth Trust (on behalf of Eaton Vance
			Worldwide Health Sciences Fund) and Eaton Vance Management dated August 1, 2011 filed herewith.
	(4)		Transfer Agency and Shareholder Services Agreement effective September 1, 2011 filed herewith.
	(5)		Sub-Transfer Agency Services Agreement effective September 1, 2011 between BNY Mellon Investment
			Servicing (US) Inc. and Eaton Vance Management filed herewith.

C-2


	(6)	(a)	Expense Waivers/Reimbursements Agreement between Eaton Vance Management and each of the Trusts
			(on behalf of certain of their series) listed on Schedule A dated August 17, 2011 filed herewith.
		(b)	Amended Schedule A effective September 30, 2011 to the Expense Waivers/Reimbursements Agreement
			dated August 17, 2011 filed herewith.
	(7)		Expense Reduction Agreement between Eaton Vance Growth Trust, Eaton Vance Management and Lloyd
			George Investment Management (Bermuda) Ltd. filed as Exhibit (h)(6) to Post-Effective Amendment No.
			102 filed December 24, 2008 (Accession No. 0000940394-08-001633) and incorporated herein by
			reference.
(i)	(1)		Opinion of Internal Counsel dated July 12, 2011 filed as Exhibit (i) to Post-Effective Amendment No. 120
			filed July 12, 2011 (Accession No. 0000940394-11-000875) and incorporated herein by reference.
	(2)		Consent of Internal Counsel dated September 29, 2011 filed herewith.
(m)	(1)	(a)	Eaton Vance Growth Trust Class A Distribution Plan adopted June 23, 1997 and Amended April 24, 2006
			with attached Schedule A filed as Exhibit (m)(1) to Post-Effective Amendment No. 95 filed October 30,
2006 (accession No. 0000940394-06-000845) and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class A Distribution Plan effective September 30, 2011
			filed herewith.
	(2)		Eaton Vance Growth Trust Class A Distribution Plan adopted June 23, 1997 with attached Schedule A
			effective June 23, 1997 filed as Exhibit (15)(b) to Post-Effective Amendment No. 68 and incorporated
			herein by reference.
	(3)		Eaton Vance Growth Trust Class A Distribution Plan adopted April 28, 2011 with attached Schedule A
			effective April 28, 2011 filed as Exhibit (m)(3) to Post-Effective Amendment No. 118 filed May 2, 2011
			(Accession No. 0000940394-11-000539) and incorporated herein by reference.
	(4)		Eaton Vance Growth Trust Class B Distribution Plan adopted June 23, 1997 with attached Schedule A
			effective June 23, 1997 filed as Exhibit (15)(c) to Post-Effective Amendment No. 68 filed August 25,
			1997 and incorporated herein by reference.
	(5)	(a)	Eaton Vance Growth Trust Class C Distribution Plan adopted June 23, 1997 with attached Schedule A
			effective June 23, 1997 filed as Exhibit (15)(d) to Post-Effective Amendment No. 68 filed August 25,
			1997 and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class C Distribution Plan effective August 10, 2009
			filed as Exhibit (m)(4)(b) to Post-Effective Amendment No. 105 filed September 29, 2009 (Accession No.
			0000940394-09-000758) and incorporated herein by reference.
	(6)	(a)	Eaton Vance Growth Trust Class C Distribution Plan adopted August 9, 2010 with attached Schedule A
			effective August 9, 2010 filed as Exhibit (m)(7) to Post-Effective Amendment No. 111 filed October 12,
2010 (Accession No. 0000940394-10-001024) and incorporated herein by reference.
		(b)	Amended Schedule A to Eaton Vance Growth Trust Class C Distribution Plan effective September 30, 2011
			filed herewith.
	(7)		Eaton Vance Growth Trust Class D Distribution Plan adopted December 11, 2000 with attached Schedule
			A filed as Exhibit (m)(5) to Post-Effective Amendment No. 76 filed January 22, 2001 (Accession No.
			0000940394-01-500025) and incorporated herein by reference.
	(8)	(a)	Eaton Vance Growth Trust Class R Distribution Plan adopted December 10, 2001 with attached Schedule
			A filed as Exhibit (m)(6) to Post-Effective Amendment No. 78 filed December 21, 2001 and incorporated
			herein by reference.
		(b)	Amended Schedule A effective June 15, 2009 to Eaton Vance Growth Trust Class R Distribution Plan filed
			as Exhibit (m)(6)(b) to Post-Effective Amendment No. 104 filed July 30, 2009 (Accession No.
			0000940394-09-000578) and incorporated herein by reference.
(n)	(1)		Amended and Restated Multiple Class Plan for Eaton Vance Funds dated August 6, 2007 filed as Exhibit
			(n) to Post-Effective Amendment No. 128 of Eaton Vance Mutual Funds Trust (File Nos. 2-90946 and
			811-4015) filed August 10, 2007 (Accession No. 0000940394-07-000956) and incorporated herein by
			reference.

C-3


	(2)	Schedule A effective September 30, 2011 to Amended and Restated Multiple Class Plan filed herewith.
	(3)	Schedule B effective September 30, 2011 to Amended and Restated Multiple Class Plan filed herewith.
	(4)	Schedule C effective September 30, 2011 to Amended and Restated Multiple Class Plan filed herewith.
(p)	(1)	Code of Ethics adopted by Eaton Vance Corp., Eaton Vance Management, Boston Management and
		Research, Eaton Vance Distributors, Inc. and the Eaton Vance Funds effective September 1, 2000, as
		revised July 15, 2011 filed as Exhibit (p) to Post-Effective Amendment No. 58 of Eaton Vance Investment
		Trust (File Nos. 33-1121, 811-4443) filed July 27, 2011 (Accession No. 0000940394-11-000910)
		and incorporated herein by reference.
	(2)	Code of Ethics adopted by Lloyd George Management Group, which includes: Lloyd George Management
		(BVI) Ltd, Lloyd George Investment Management (Bermuda) Ltd, Lloyd George Management (Hong Kong)
		Ltd, Lloyd George Investment Management (Hong Kong) Limited, Lloyd George Management (Europe) Ltd,
		Lloyd George Management (Singapore) Pte Ltd and the LGM Funds effective October 2008 filed as Exhibit
		(p)(2) to Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No.
		0000940394-08-001633) and incorporated herein by reference.
	(3)	Amended and Restated Code of Ethics dated March 23, 2011 adopted by OrbiMed Advisors, LLC filed
		herewith.
	(4)	Code of Business Conduct and Ethics adopted by Atlanta Capital Management Company, LLC effective
		January 1, 2006 as revised January 1, 2011 filed as Exhibit (p)(2) to Post-Effective Amendment No. 178
		of Eaton Vance Mutual Funds Trust (File Nos. 02-90946, 811-4015) filed August 17, 2011 (Accession
		No. 0000940394-11-000993) and incorporated herein by reference.
	(5)	Code of Ethics adopted by Eagle Global Advisors, LLC effective May 14, 2004 (as revised October 19,
		2009) filed as Exhibit (p)(5) to Post-Effective Amendment No. 106 filed October 28, 2009 (Accession No.
		0000940394-09-000808) and incorporated herein by reference.
	(6)	Code of Ethics adopted by Parametric Portfolio Associates effective January 2, 2006 as revised January
		31, 2011 filed as Exhibit (p)(4) to Post-Effective Amendment No. 178 of Eaton Vance Mutual Funds Trust
		(File Nos. 02-90946, 811-4015) filed August 17, 2011 (Accession No. 0000940394-11-000993) and
		incorporated herein by reference.
	(7)	Code of Ethics adopted August, 2010 by Richard Bernstein Advisors LLC updated October, 2010 filed as
Exhibit (p)(7) to Post-Effective Amendment No. 111 filed October 12, 2010 (Accession No.
		0000940394-10-001024) and incorporated herein by reference.
(q)	(1)	Power of Attorney for Eaton Vance Growth Trust dated November 1, 2005 filed as Exhibit (q) to
		Post-Effective Amendment No. 102 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed
		November 29, 2005 (Accession No. 0000940394-05-001357) and incorporated herein by reference.
	(2)	Power of Attorney for the President of Eaton Vance Growth Trust dated November 1, 2005 filed as Exhibit
		(q)(2) to Post-Effective Amendment No. 94 filed January 27, 2006 (Accession No.
		0000940394-06-000125) and incorporated herein by reference.
	(3)	Power of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Greater China Growth
		Portfolio, Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio and Worldwide Health
		Sciences Portfolio dated November 1, 2005 filed as Exhibit (q)(2) to Post-Effective Amendment No. 93
		filed December 23, 2005 (Accession No. 0000940394-05-001402) and incorporated herein by
		reference.
	(4)	Power of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Greater China Growth
		Portfolio and Growth Portfolio dated November 1, 2005 filed as Exhibit (q)(3) to Post-Effective
		Amendment No. 93 filed December 23, 2005 (Accession No. 0000940394-05-001402) and
		incorporated herein by reference.
	(5)	Power of Attorney for Global Growth Portfolio and Growth Portfolio dated November 1, 2005 filed as
		Exhibit (q)(4) to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No.
		0000940394-05-001402) and incorporated herein by reference.
	(6)	Powers of Attorney for Worldwide Health Sciences Portfolio dated November 1, 2005 filed as Exhibit (q)(5)
		to Post-Effective Amendment No. 93 filed December 23, 2005 (Accession No.
		0000940394-05-001402) and incorporated herein by reference.

C-4


(7)	Powers of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Growth Portfolio, Greater
	China Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio, and Worldwide Health Sciences
	Portfolio dated November 1, 2005 filed as Exhibit (q)(7) to Post-Effective Amendment No. 94 filed
	January 27, 2006 (Accession No. 0000940394-06-000125) and incorporated herein by reference.
(8)	Powers of Attorney for Eaton Vance Growth Trust dated April 23, 2007 filed as Exhibit (q)(8) to
	Post-Effective Amendment No. 99 filed December 20, 2007 (Accession No. 0000940394-07-002090)
	and incorporated herein by reference.
(9)	Powers of Attorney for Asian Small Companies Portfolio, Global Growth Portfolio, Growth Portfolio, Greater
	China Growth Portfolio, Large-Cap Growth Portfolio, Small-Cap Portfolio, and Worldwide Health Sciences
	Portfolio dated April 23, 2007 filed as Exhibit (q)(9) to Post-Effective Amendment No. 99 filed December
	20, 2007 (Accession No. 0000940394-07-002090) and incorporated herein by reference.
(10)	Power of Attorney for Eaton Vance Growth Trust dated November 12, 2007 filed as Exhibit (q)(10) to
	Post-Effective Amendment No. 99 filed December 20, 2007 (Accession No. 0000940394-07-002090)
	and incorporated herein by reference.
(11)	Power of Attorney for Eaton Vance Growth Trust dated January 1, 2008 filed as Exhibit (q)(11) to
	Post-Effective Amendment No. 100 filed January 24, 2008 (Accession No. 0000940394-08-000061)
	and incorporated herein by reference.
(12)	Power of Attorney for Large-Cap Portfolio and SMID-Cap Portfolio dated January 1, 2008 filed as Exhibit
	(q)(12) to Post-Effective Amendment No. 100 filed January 24, 2008 (Accession No.
	0000940394-08-000061) and incorporated herein by reference.
(13)	Power of Attorney for Eaton Vance Growth Trust dated November 17, 2008 filed as Exhibit (q)(13) to
	Post-Effective Amendment No. 102 filed December 24, 2008 (Accession No. 0000940394-08-001633)
	and incorporated herein by reference.
(14)	Power of Attorney for Large-Cap Portfolio and SMID-Cap Portfolio dated November 17, 2008 filed as
	Exhibit (q)(14) to Post-Effective Amendment No. 103 filed January 26, 2009 (Accession No.
	0000940394-09-000040) and incorporated herein by reference.
(15)	Power of Attorney for Eaton Vance Growth Trust dated February 7, 2011 filed as Exhibit (q)(15) to
	Post-Effective Amendment No. 116 filed March 7, 2011 (Accession No. 0000940394-11-000350) and
	incorporated herein by reference.

Item 29. Persons Controlled by or Under Common Control

Not applicable

Item 30. Indemnification

Article IV of the Registrant’s Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XI of the By-Laws contains indemnification provisions. Registrant’s Trustees and officers are insured under a standard mutual fund errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such.

The distribution agreement of the Registrant also provides for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.

Item 31. Business and other Connections of Investment Advisers

Reference is made to: (i) the information set forth under the caption “Management and Organization” in the Statement of Additional Information; (ii) the Eaton Vance Corp. Form 10-K filed under the Securities Exchange Act of 1934 (File No. 1-8100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930), Boston Management and Research (File No. 801-43127), Lloyd George Investment Management (Bermuda) Limited (File No. 801-40889), Lloyd George Management (Hong Kong) Limited (File No. 801-40890), OrbiMed Advisors LLC (File No. 801-34429), Atlanta Capital Management Company, LLC (File No. 801-52179) and Richard Bernstein Advisors LLC (File No. 801-71501) filed with the Commission, all of which are incorporated herein by reference.

Item 32. Principal Underwriters

(a) Registrant’s principal underwriter, Eaton Vance Distributors, Inc., a wholly-owned subsidiary of Eaton Vance Corp., is the principal underwriter for each of the registered investment companies named below:

C-5


Eaton Vance Growth Trust	Eaton Vance Mutual Funds Trust
Eaton Vance Investment Trust	Eaton Vance Series Trust II
Eaton Vance Managed Income Term Trust	Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust	Eaton Vance Variable Trust
Eaton Vance Municipals Trust II


(b)
	(1)	(2)	(3)
	Name and Principal	Positions and Offices	Positions and Offices
	Business Address*	with Principal Underwriter	with Registrant

	Julie Andrade	Vice President	None
	Michelle Baran	Vice President	None
	Ira Baron	Vice President	None
	Jeffrey P. Beale	Vice President	None
	Brian Blair	Vice President	None
	Stephanie H. Brady	Vice President	None
	Timothy Breer	Vice President	None
	Mark Burkhard	Vice President	None
	Peter Campagna	Vice President	None
	Eric Caplinger	Vice President	None
	Daniel C. Cataldo	Vice President and Treasurer	None
	Tiffany Cayarga	Vice President	None
	Randy Clark	Vice President	None
	Adam Cole	Vice President	None
	Michael Collins	Vice President	None
	Eric Cooper	Vice President	None
	Patrick Cosgrove	Vice President	None
	Peter Crowley	Vice President	None
	Rob Curtis	Vice President	None
	Russell E. Curtis	Vice President and Chief Operations Officer	None
	Kevin Dachille	Vice President	None
	Kevin Darrow	Vice President	None
	Drew Devereaux	Vice President	None
	Derek Devine	Vice President	None
	Todd Dickinson	Vice President	None
	John Dolan	Vice President	None
	Brian Dunkley	Vice President	None
	James Durocher	Senior Vice President	None
	Margaret Egan	Vice President	None
	Robert Ellerbeck	Vice President	None
	Daniel Ethier	Vice President	None
	Troy Evans	Vice President	None
	Lawrence L. Fahey	Vice President	None
	Thomas E. Faust Jr.	Director	Trustee

C-6


Daniel Flynn	Vice President	None
James Foley	Vice President	None
J. Timothy Ford	Vice President	None
Kathleen Fryer	Vice President	None
Jonathan Futterman	Vice President	None
Anne Marie Gallagher	Vice President	None
Sheri Gilchrist	Vice President	None
William M. Gillen	Senior Vice President	None
Hugh S. Gilmartin	Vice President	None
Charles Glovsky	Vice President	None
Bradford Godfrey	Vice President	None
David Gordon	Vice President	None
Linda Grasso	Vice President	None
John Greenway	Vice President	None
Jorge Gutierrez	Vice President	None
Peter Hartman	Vice President	None
Richard Hein	Vice President	None
Joseph Hernandez	Vice President	None
Dori Hetrick	Vice President	None
Toebe Hinckle	Vice President	None
Suzanne Hingel	Vice President	None
Perry D. Hooker	Vice President	None
Christian Howe	Vice President	None
Jonathan Isaac	Vice President	None
Elizabeth Johnson	Vice President	None
Paul F. Jones	Vice President	None
Steve Jones	Vice President	None
Sean Kelly	Senior Vice President	None
William Kennedy	Vice President	None
Joseph Kosciuszek	Vice President	None
Kathleen Krivelow	Vice President	None
David Lefcourt	Vice President	None
Paul Leonardo	Vice President	None
Lauren Loehning	Vice President	None
John Loy	Vice President	None
Coleen Lynch	Vice President	None
John Macejka	Vice President	None
Michael Maguire	Vice President	None
Christopher Marek	Vice President	None
Frederick S. Marius	Vice President, Secretary, Clerk and Chief Legal Officer	None
Geoff Marshall	Vice President	None
Christopher Mason	Vice President	None
Judy Snow May	Vice President	None
Daniel J. McCarthy	Vice President	None

C-7


Don McCaughey	Vice President	None
Andy McClelland	Vice President	None
Dave McDonald	Vice President	None
Tim McEwen	Vice President	None
Shannon McHugh-Price	Vice President	None
Jac McLean	Senior Vice President	None
David Michaud	Vice President	None
Mark Milan	Vice President	None
Don Murphy	Vice President	None
James A. Naughton	Vice President	None
Matthew Navins	Vice President	None
Mark D. Nelson	Vice President	None
Scott Nelson	Vice President	None
Linda D. Newkirk	Vice President	None
Paul Nicely	Vice President	None
Paul Nobile	Senior Vice President	None
Andrew Ogren	Vice President	None
David Oliveri	Vice President	None
Philip Pace	Vice President	None
Steve Pietricola	Vice President	None
John Pumphrey	Vice President	None
James Putman	Vice President	None
James Queen	Vice President	None
Christopher Remington	Vice President	None
David Richman	Vice President	None
Christopher Rohan	Vice President	None
Kevin Rookey	Vice President	None
Scott Ruddick	Senior Vice President	None
Michael Shea	Vice President	None
Alan Simeon	Vice President	None
Randy Skarda	Vice President	None
Kerry Smith	Vice President	None
Jamie Smoller	Vice President	None
Bill Squadroni	Vice President	None
David Stokkink	Vice President	None
Mike Sullivan	Vice President	None
Frank Sweeney	Vice President	None
Gigi Szekely	Vice President and Chief Compliance Officer	None
Brian Taranto	Vice President and Chief Administrative Officer	None
Wayne Taylor	Vice President	None
Stefan Thielen	Vice President	None
John M. Trotsky	Vice President	None
Geoffrey Underwood	Vice President	None
Randolph Verzillo	Vice President	None

C-8


Greg Walsh	Vice President	None
Stan Weiland	Vice President	None
Robert J. Whelan	Vice President and Director	None
Greg Whitehead	Vice President	None
Steve Widder	Vice President	None
Matthew J. Witkos	President, Chief Executive Officer and Director	None
Joseph Yasinski	Vice President	None
John Young	Vice President	None
Trey Young	Vice President	None
Gregor Yuska	Vice President	None

* Address is Two International Place, Boston, MA 02110

Item 33. Location of Accounts and Records

All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrant’s custodian, State Street Bank and Trust Company, 200 Clarendon Street, 16th Floor, Mail Code ADM27, Boston, MA 02116, and its transfer agent, BNY Mellon Asset Servicing, 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of the administrator and investment adviser or sub-adviser. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management and Boston Management and Research, both located at Two International Place, Boston, MA 02110, Lloyd George Investment Management (Bermuda) Limited located at Suite 3808, One Exchange Square, Central, Hong Kong, OrbiMed Advisors LLC located at 767 3rd Avenue, New York, NY 10017, Atlanta Capital Management Company, LLC located at 1075 Peachtree Street NE, Suite 2100, Atlanta, GA 30309, Eagle Global Advisors, L.L.C. located at 5847 San Felipe, Suite 930, Houston, TX 77057 and Richard Bernstein Advisors LLC located at 520 Madison Avenue, 28th Floor, New York, NY 10022.

Item 34. Management Services

Not applicable

Item 35. Undertakings

The Eaton Vance Richard Bernstein All Asset Strategy Fund and its wholly owned subsidiary Eaton Vance RBA Commodity Subsidiary, Ltd. (the 3 Subsidiary 3 ) undertakes that the Subsidiary’s books and records will be subjectto inspection by the Commission to the same extent the Fund’s books and records are subject to inspection by the Commission.

C-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on September 29, 2011.

EATON VANCE GROWTH TRUST

By: /s/ Duncan W. Richardson
Duncan W. Richardson, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on September 29, 2011.


Signature	Title

/s/ Duncan W. Richardson	President (Chief Executive Officer)
Duncan W. Richardson

/s/ Barbara E. Campbell	Treasurer (Principal Financial and Accounting Officer)
Barbara E. Campbell

Benjamin C. Esty*	Trustee
Benjamin C. Esty

Thomas E. Faust Jr.*	Trustee
Thomas E. Faust Jr.

Allen R. Freedman*	Trustee
Allen R. Freedman

William H. Park*	Trustee
William H. Park

Ronald A. Pearlman*	Trustee
Ronald A. Pearlman

Helen Frame Peters*	Trustee
Helen Frame Peters

Lynn A. Stout*	Trustee
Lynn A. Stout

Ralph F. Verni*	Trustee
Ralph F. Verni

*By: /s/ Maureen A. Gemma
Maureen A. Gemma (As attorney-in-fact)

C-10


EXHIBIT INDEX
	The following exhibits are filed as part of this amendment to the Registration Statement pursuant to Rule 483 of Regulation
C.
Exhibit No.			Description
(d)	(7)		Investment Advisory and Administrative Agreement between Eaton Vance Growth Trust, on behalf of Eaton
			Vance Richard Bernstein All Asset Strategy Fund, and Eaton Vance Management dated September 30, 2011
	(8)		Investment Sub-Advisory Agreement between Eaton Vance Management and Richard Bernstein Advisors LLC
			dated September 30, 2011
(e)	(1)	(b)	Amended Schedule B dated September 30, 2011 to the Amended and Restated Distribution Agreement
			between Eaton Vance Growth Trust and Eaton Vance Distributors, Inc.
(h)	(2)		Amended and Restated Administrative Services Agreement between Eaton Vance Growth Trust (on behalf of
			certain of its series) and Eaton Vance Management dated April 28, 2011 with attached Schedule A dated April
			28, 2011
	(3)		Administrative Services Agreement between Eaton Vance Growth Trust (on behalf of Eaton Vance Worldwide
			Health Sciences Fund) and Eaton Vance Management dated August 1, 2011
	(4)		Transfer Agency and Shareholder Services Agreement effective September 1, 2011
	(5)		Sub-Transfer Agency Services Agreement effective September 1, 2011 between BNY Mellon Investment
			Servicing (US) Inc. and Eaton Vance Management
	(6)	(a)	Expense Waivers/Reimbursements Agreement between Eaton Vance Management and each of the Trusts
			(on behalf of certain of their series) listed on Schedule A dated August 17, 2011
		(b)	Amended Schedule A effective September 30, 2011 to the Expense Waivers/Reimbursements Agreement
			dated August 17, 2011
(i)	(2)		Consent of Internal Counsel dated September 29, 2011
(m)	(1)	(b)	Amended Schedule A to Eaton Vance Growth Trust Class A Distribution Plan effective September 30, 2011
	(6)	(b)	Amended Schedule A to Eaton Vance Growth Trust Class C Distribution Plan effective September 30, 2011
(n)	(2)		Schedule A effective September 30, 2011 to Amended and Restated Multiple Class Plan
	(3)		Schedule B effective September 30, 2011 to Amended and Restated Multiple Class Plan
	(4)		Schedule C effective September 30, 2011 to Amended and Restated Multiple Class Plan
(p)	(3)		Amended and Restated Code of Ethics dated March 23, 2011 adopted by OrbiMed Advisors, LLC

C-11

EXHIBIT (d)(7)

EATON VANCE GROWTH TRUST

INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT

ON BEHALF OF

EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND

AGREEMENT made this 30 ^th of September, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Richard Bernstein All Asset Strategy Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

1. Duties of Eaton Vance . The Trust hereby employs Eaton Vance to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer the Fund’s affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

Eaton Vance hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of Eaton Vance’s organization in the choice of investments, in the purchase and sale of securities and in the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Eaton Vance’s organization and all personnel of Eaton Vance performing services relating to research and investment and administrative activities. Eaton Vance shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

Eaton Vance shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Trust, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. Eaton Vance is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, derivatives, commodities and investment instruments on behalf of the Fund. Eaton Vance is further authorized to establish one or more wholly-owned offshore subsidiaries of the Fund through which it may conduct a significant portion of its commodities investing activities. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify Eaton Vance thereof in writing, Eaton Vance shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Eaton Vance shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of the Fund.

Eaton Vance shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by Eaton Vance, and to that end Eaton Vance is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, Eaton Vance shall adhere to procedures adopted by the Board of Trustees of the Trust.

2. Compensation of Eaton Vance . For the services, payments and facilities to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled to receive from the Fund fees in an amount equal to the following average daily net assets of the Fund throughout each month:

Average Daily Net Assets for the Month	Annual Fee Rate
up to $500 million	0.900%
$500 million but less than $1 billion	0.850%
$1 billion but less than $2.5 billion	0.825%
$2.5 billion but less than $5 billion	0.800%
$5 billion and over	0.785%

Such compensation shall be paid monthly in arrears on the last business day of each month. The Fund’s daily net assets shall be computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust. In case of initiation or termination of the Agreement during any month with respect to the Fund, the fee for that month shall be based on the number of calendar days during which it is in effect.

3. Allocation of Charges and Expenses . Eaton Vance shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Fund will pay all expenses other than those expressly stated to be payable by Eaton Vance hereunder, which expenses payable by the Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale and redemption of shares, (viii) expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of Eaton Vance’s organization, (xviii) all payments to be made and

expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.

4. Other Interests . It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in Eaton Vance as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of Eaton Vance are or may be or become similarly interested in the Fund, and that Eaton Vance may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of Eaton Vance may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which Eaton Vance may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or “Boston Management and Research” or any combination thereof as part of their name, and that Eaton Vance or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

5. Limitation of Liability of Eaton Vance . The services of Eaton Vance to the Trust and the Fund are not to be deemed to be exclusive, Eaton Vance being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Eaton Vance, Eaton Vance shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

The Trust expressly acknowledges the provision in the Declaration of Trust of Eaton Vance limiting the personal liability of the Trustees of Eaton Vance and the shareholders of Eaton Vance, and the Trust hereby agrees that it shall have recourse to Eaton Vance for payment of claims or obligations as between Eaton Vance and the Trust arising out of this Agreement and shall not seek satisfaction from the Trustees or shareholders or any Trustee of Eaton Vance.

6. Sub-Advisers and Sub-Administrators . Eaton Vance may employ one or more sub-advisers or sub-administrators from time to time to perform such of the acts and services of Eaton Vance including the selection of brokers or dealers or other persons to execute the Fund’s portfolio security transactions, and upon such terms and conditions as may be agreed upon between Eaton Vance and such sub-adviser or sub-administrator and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940. The performance of each such sub-investment adviser or sub-administrator of its obligation under any such agreement shall be supervised by Eaton Vance. Further, Eaton Vance may, with the approval of the Trustees of the Trust and without the vote of any Interests in the Trust, terminate any agreement with any sub-investment adviser or sub-administrator and/or enter into an agreement with one or more other sub-investment advisers or sub-administrators, all as permitted by the Investment Company Act of 1940 and the rules hereunder. In the event a sub-adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to a sub-adviser or sub-administrator, subject to approval by the Board and notice to the sub-adviser or sub-administrator.

7. Duration and Termination of this Agreement . This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of Eaton Vance or the Trust cast in person at a meeting called for the purpose of voting on such approval.

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of Eaton Vance, as the case may be, and the Trust may, at any time upon such written notice to Eaton Vance, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

8. Amendments of the Agreement . This Agreement may be amended by a writing signed by both parties hereto, provided that no material amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Eaton Vance or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required by the Investment Company Act of 1940, by vote of a majority of the outstanding voting securities of the Fund.

9. Limitation of Liability of Trust . Eaton Vance expressly acknowledges the provision in the Declaration of Trust of the Trust limiting the personal liability of the Trustees of the Trust and the shareholders of the Fund, and Eaton Vance hereby agrees that it shall have recourse to the Trust or the Fund for payment of claims or obligations as between the Trust or the Fund and Eaton Vance arising out of this Agreement and shall not seek satisfaction from the Trustees or shareholders or any Trustee of the Trust or shareholder of the Fund.

10. Use of the Name “Eaton Vance”. Eaton Vance hereby consents to the use by the Fund of the name “Eaton Vance” as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of Eaton Vance or one of its affiliates as the investment adviser or administrator of the Fund. The name “Eaton Vance” or any variation thereof may be used from time to time in other connections and for other purposes by Eaton Vance and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance”. Eaton Vance shall have the right to require the Fund to cease using the name “Eaton Vance” as part of the Fund’s name if the Fund ceases, for any reason, to employ Eaton Vance or one of its affiliates as the Fund’s investment adviser or administrator. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of Eaton Vance, shall be the property of Eaton Vance and shall be subject to the same terms and conditions.

11. Certain Definitions . The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the shares of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

EATON VANCE GROWTH TRUST on behalf of
Eaton Vance Richard Bernstein All Asset Strategy Fund

By: /s/ Duncan W. Richardson
            DuncanW. Richardson, President

EATON VANCE MANAGEMENT

By: /s/ Maureen A. Gemma
              Maureen A. Gemma,VicePresident

EXHIBIT (d)(8)

INVESTMENT SUB-ADVISORY AGREEMENT

RELATING TO

EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND

THIS AGREEMENT (this “Agreement”) is effective as of the 30 ^th day of September,

2011 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and

Richard Bernstein Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”).

WHEREAS, Eaton Vance Richard Bernstein All Asset Strategy Fund (the “Fund”), a

series of Eaton Vance Growth Trust (the “Trust”), is registered under the Investment Company Act of

1940, as amended (the “1940 Act”), as an open-end, management investment company; and

WHEREAS, pursuant to an Investment Advisory and Administrative Agreement dated

September 30, 2011 (the “Advisory Agreement”), a copy of which has been provided to the Sub-

Adviser the Trust has retained the Adviser to render advisory and management services to the Fund;

and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,

the Adviser wishes to retain the Sub-Adviser to furnish investment advisory services to the Fund,

and the Sub-Adviser is willing to furnish such services to the Fund and the Adviser.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein

contained, it is agreed between the Adviser and the Sub-Adviser as follows:

1. Appointment . The Adviser hereby appoints the Sub-Adviser to act as the investment

adviser for and to manage the investment and reinvestment of that portion of the Fund’s assets that

shall be allocated to the Sub-Adviser, subject to the supervision of the Adviser, for the period and on

the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to

furnish the services set forth herein for the compensation herein provided. Subject to the

requirements of the 1940 Act, the Adviser has the authority in its discretion to alter the allocation

of the Fund’s assets among the Sub-Adviser, the Adviser and any other appointed sub-adviser. The

Adviser undertakes to provide the Sub-Adviser with reasonable advance written notice of any action

(including, without limitation, actions with respect to the policies and procedures and/or to the

Registration Statement (as defined below) by the Trust’s Board of Trustees (the “Board”)) relating to

the Fund which action is likely to have any impact on the Sub-Adviser’s ability to provide services

under this Agreement. The Adviser agrees that, provided it is within its ability, it will allow for a

reasonable implementation period for any such action and Sub-Adviser agrees it will make a

reasonable effort to implement any such action within such implementation period.

2. Sub-Adviser Duties . Subject to the supervision of the Board and the Adviser, the Sub-

Adviser will provide a continuous investment program for the Fund’s portfolio and determine in its

discretion the composition of the assets of the Fund’s portfolio, including with respect to the

purchase, retention, and sale of the securities, cash, and other investments in the portfolio. The

Sub-Adviser will provide investment research and conduct an ongoing program of evaluation,

investment, sales and reinvestment of the Fund’s assets and determine the securities and other

investments that shall be purchased, sold, closed, or exchanged for the Fund, when these

transactions should be executed, and what portion of the assets of the Fund should be held in such

securities and investments. Subject to all other terms of this Agreement, including, without

limitation, Section 2(a), the Sub-Adviser will provide the services under this Agreement in

accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in

the Trust’s Registration Statement as it relates to the Fund filed with the U.S. Securities and

Exchange Commission (the “SEC”), as amended (the “Registration Statement”), copies of which

shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and

promptly following any such amendment, as well as with investment parameters for the Fund

(including portfolio risk limits) to be agreed upon in writing from time to time by the Adviser and the

Sub-Adviser. The Sub-Adviser further agrees (in all cases subject to the other terms of this

Agreement, including, without limitation Section 1) as follows:

a. The Sub-Adviser will abide by: (i) the 1940 Act and all rules and regulations

thereunder, and all other applicable federal and state laws and regulations; (ii) any applicable

procedures adopted by the Board; (iii) the provisions of the Registration Statement applicable to the

Fund; and (iv) with the Sub-Adviser’s compliance policies and procedures as are approved by the

Adviser.

b. The Sub-Adviser will manage the Fund so that it meets the income and asset

diversification requirements of Section 851 of the U.S Internal Revenue Code of 1986, as amended

(the “Code”).

c. The Sub-Adviser shall exercise voting authority with respect to proxies that the

Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that such authority

may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-

Adviser and provided further that the proxies that have been voted by the Sub-Adviser for the Fund

shall be subject to review by the Adviser and the Board upon request. The Sub-Adviser shall

exercise its proxy voting authority hereunder in accordance with such proxy voting policies and

procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall

provide such information relating to its exercise of proxy voting authority hereunder (including the

manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably

requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history

for the Fund to the Adviser, or any third party agent designated by the Adviser (currently

Broadridge), in a timely manner for inclusion in the Fund’s requisite Form N-PX.

d. In connection with the purchase and sale of securities for the Fund, the Sub-

Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily

basis such confirmation, trade tickets, and other documents and information, including, but not

limited to, Cusip, Cedel, or other numbers that identify securities purchased or sold on behalf of the

Fund, as may be reasonably necessary to enable the Custodian to perform its administrative and

recordkeeping responsibilities with respect to the Trust.

e. The Sub-Adviser will assist the Custodian in determining or confirming,

consistent with the procedures and policies stated in the Registration Statement or adopted by the

Board, the value of any portfolio securities or other assets of the Fund for which the Custodian

seeks assistance from or identifies for review by the Sub-Adviser, and will otherwise perform the

activities of a Fund sub-adviser as described in the Fund’s valuation procedures. The parties

acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take

possession or custody of such assets.

f. Following the end of each of the Fund’s fiscal periods, the Sub-Adviser will assist

the Adviser in preparing any reports required by applicable rules and regulations, such as Form N-

CSR, Form-NSAR and Form N-Q, as well as the letter to shareholders containing a discussion of

those factors referred to in Item 27 of Form N-1A. The Sub-Adviser will also provide periodic

commentaries regarding the Fund as reasonably requested by the Adviser (to be subject to review

and editing by the Adviser and further subject to the terms of Section 7 hereof). The Sub-Adviser

also will provide to the Trust any certifications relating to the content of any such report, letter or

commentary as is reasonably requested by the Trust, a current form of which has been provided to

the Sub-Adviser.

g. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the

5 ^th business day of the following quarter a written compliance checklist in a form provided by the

Adviser, risk management and related analytic reports and such other reports as mutually agreed

upon by the Adviser and the Sub-Adviser. For purposes of this Agreement, “business day” means

any day other than (a) Saturday and Sunday, and (b) any other day on which the New York Stock

Exchange is closed.

h. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon

request, any of the Fund’s investment records and ledgers maintained by the Sub-Adviser (which

shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent

for the Trust) as are necessary to assist the Trust and the Adviser to comply with requirements of

the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the

rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory

authorities having the requisite authority any information or reports in connection with such services

in respect to the Fund which may be requested in order to ascertain whether the operations of the

Fund are being conducted in a manner consistent with applicable laws and regulations.

i. The Sub-Adviser will provide for consideration at meetings of the Board on the

investment program for the Fund and the issuers and securities represented in the Fund’s portfolio,

and will furnish the Board or the Adviser with such periodic and special reports as the Board or the

Adviser may reasonably request.

j. The Sub-Adviser will maintain insurance for its directors and officer and errors

and omissions insurance in an adequate amount. The Sub-Adviser will not be responsible for filing

claims in class action settlements related to securities currently or previously held by that portion of

the Fund allocated to it by the Adviser, but agrees to deliver to the Custodian any notices it received

relating to such claims.

k. The Sub-Adviser shall conduct its business at all times consistent with its status

as a fiduciary to the Fund and its shareholders .

3. Broker-Dealer Selection . The Sub-Adviser is authorized to make decisions to buy and

sell securities and other investments for the Fund’s portfolio, and to select broker-dealers and to

negotiate brokerage commission rates in effecting investment transactions, provided the Sub-Adviser

shall adhere to the Fund’s procedures relating to brokerage allocation. The Sub-Adviser will report

on brokerage allocation to the Adviser and the Board indicating the broker-dealers to which such

allocations have been made and the basis therefore as the Adviser or the Board reasonably

requests.

4. Disclosure about the Sub-Adviser . The Sub-Adviser has reviewed the amendment to the

Registration Statement for the Trust relating to the initial offering of the Fund that contains

disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure

about the Sub-Adviser or its investment process or information relating directly to the Sub-Adviser,

such Registration Statement contains, as of the date hereof, no untrue statement of any material

fact and does not omit any statement of a material fact which was required to be stated therein in

order to make the statements contained therein, in light of the circumstances under which they

were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly

registered investment adviser under the Advisers Act and will maintain such registration so long as

this Agreement remains in effect. The Adviser hereby acknowledges that it has received a copy of

the Sub-Adviser’s Form ADV, Part II at least 48 hours prior to entering into this Agreement.

5. Expenses . During the term of this Agreement, the Sub-Adviser will pay all expenses

incurred by it and its staff and for their activities in connection with its duties under this Agreement,

including, but not limited to, rental and overhead expenses, expenses of the Sub-Adviser’s

personnel, insurance of the Sub-Adviser and its personnel, research services (except as may be

permitted under the Fund’s policies and procedures) and taxes of the Sub-Adviser. The Adviser or

the Trust shall be responsible for all the expenses of the Fund’s or the Adviser’s operations,

including, without limitation, costs of marketing or distributing shares of the Fund, brokerage

expenses and commissions (which includes mark-ups and mark-downs), custody and banking

expenses, administration expenses, legal, audit and other professional expenses, governmental filing

fees, and costs of communications with shareholders.

6. Compensation . For the services provided to the Fund, the Adviser will pay the Sub-

Adviser an annual fee equal to the amount specified in Schedule A hereto, payable monthly in

arrears on the last business day of each month. The fee will be appropriately prorated to reflect any

portion of a calendar month that this Agreement is not in effect among the parties. The Adviser is

solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek

payment of its fees solely from the Adviser. The Trust shall have no liability for the Sub-Adviser’s

fee hereunder.

7. Materials . During the term of this Agreement, the Adviser agrees to furnish the Sub-

Adviser at its principal office all disclosure relating to the Sub-Adviser, its services and clients, and

the Fund’s investment policies and strategies to be contained in materials prepared by the Adviser

or its affiliates (including prospectuses, proxy statements, reports to shareholders, sales literature, or

other materials prepared for distribution to financial intermediaries, shareholders of the Fund or the

public) prior to the first use thereof, and the Adviser shall not use any such disclosure if the Sub-

Adviser reasonably objects in writing within 2 business days (or such other period as may be

mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such disclosure is limited

to reasonable objections only on the grounds of the accuracy or completeness of the aforesaid

disclosure.

8. Compliance .

a. As required by Rule 206(4)-7 under the Advisers Act, the Sub-Adviser has

adopted written policies and procedures reasonably designed to prevent violation by it, or any of its

supervised persons, of the Advisers Act and the rules under the Advisers Act and all other laws and

regulations relevant to the performance of its duties under this Agreement. The Sub-Adviser has

designated a chief compliance officer responsible for administering these compliance policies and

procedures. The chief compliance officer at the Sub-Adviser’s expense shall provide such written

compliance reports relating to the operations and compliance procedures of the Sub-Adviser to the

Adviser and/or the Trust and their respective chief compliance officers as may be required by law or

regulation or as are otherwise reasonably requested. Moreover, the Sub-Adviser agrees to use such

additional compliance techniques as the Adviser or the Board may reasonably adopt or approve,

including additional written compliance procedures. In addition, the Sub-Adviser shall retain at its

own expense the services of the Custodian or any other third party as requested by the Board to

monitor the compliance of the Fund’s portfolio with the investment objective, policies and

restrictions set forth in the Registration Statement.

b. The Sub-Adviser agrees that it shall promptly notify, if legally permitted, the

Adviser and the Trust (1) in the event that the SEC has censured the Sub-Adviser; placed limitations

upon its activities, functions or operations; suspended or revoked its registration as an investment

adviser; or has commenced proceedings or an investigation (formal or informal) that is likely to

reasonably result in any of these actions; or corresponded with the Sub-Adviser, including sending a

deficiency letter or raising issues about the business, operations, or practices of the Sub-Adviser; (2)

in the event of any notice of an investigation, examination, inquiry audit or subpoena of the Sub-

Adviser or any of its officers or employees by any federal, state or other governmental agency or

body, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or is

likely not to qualify as a regulated investment company under Subchapter M of the Code, (4) upon

detection of any breach of any of the Fund’s policies, guidelines or procedures and of any violation

of any applicable law or regulation, including the 1940 Act and Subchapter M of the Code, relating

to that portion of the Fund’s assets allocated to the Sub-Adviser, or (5) upon detection of any

material violations of the Sub-Adviser’s compliance policies and procedures that relate to the Fund

or the Sub-Adviser’s activities generally, such as when the violation could be considered material to

the Sub-Adviser’s advisory clients. If legally permitted, the Sub-Adviser will furnish to the Adviser

upon request copies of any and all documents relating to the foregoing. The Sub-Adviser further

agrees to promptly notify the Adviser and the Trust of any fact material to the Trust, the Adviser, the

Board or shareholders of the Fund known to the Sub-Adviser respecting or relating to the Sub-

Adviser that is not contained in the Registration Statement or prospectus for the Fund, or any

amendment or supplement thereto received by the Sub-Adviser, or if any statement contained

therein relating to the Sub-Adviser becomes untrue in any material respect.

c. The Adviser agrees that it shall promptly notify, if legally permitted, the Sub-

Adviser (1) in the event that the SEC has censured the Adviser or the Trust with respect to the

Fund; placed limitations upon either of their activities, functions, or operations; suspended or

revoked the Adviser’s registration as an investment adviser; or has commenced proceedings or a

formal investigation that is reasonably likely to result in any of these actions, (2) in the event of any

notice of a formal investigation of the Adviser or any of its officers by any federal or state agency,

provided that such investigation directly relates to the services provided by the Adviser under the

Advisory Agreement; (3) upon having a reasonable basis for believing that the Fund has ceased to

qualify or is likely not to qualify as a regulated investment company under Subchapter M of the

Code; or (4) upon detection of any material breach of any of the Fund’s policies, guidelines or

procedures and of any violation of any applicable law or regulation, including the1940 Act and

Subchapter M of the Code.

d. The Sub-Adviser will provide the Adviser with such reports, presentations,

certifications and other information as the Adviser may reasonably request from time to time, in a

format mutually agreed upon, concerning the business and operations of the Sub-Adviser in

performing services hereunder or generally concerning the Sub-Adviser’s investment advisory

services, the Sub-Adviser’s compliance with applicable federal, state and local law and regulations,

and changes in the Sub-Adviser’s key personnel, investment strategies, policies and procedures, and

other matters that are likely to have a material impact on the Sub-Adviser’s duties hereunder.

9. Books and Records . The Sub-Adviser hereby agrees that all records which it maintains

for the Fund are the property of the Trust and further agrees to surrender promptly to the Trust any

of such records upon the Trust’s or the Adviser’s reasonable request in compliance with the

requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own

expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for

the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by

Rule 31a-1 under the 1940 Act.

10. Cooperation; Confidentiality . Each party to this Agreement agrees to cooperate with

the other party and with all appropriate governmental authorities having the requisite jurisdiction

(including, but not limited to, the SEC) in connection with any investigation or inquiry relating to

this Agreement, the Fund or the Trust. Subject to the foregoing, the Sub-Adviser shall treat as

confidential all information pertaining to the Fund, the Trust, the Adviser and their respective

actions, and shall use such information only in connection with the services performed under this

Agreement. The Adviser shall treat as confidential all information provided by the Sub-Adviser that

is identified by the Sub-Adviser as confidential. Notwithstanding the foregoing, information subject

to this Section 10 need not be treated by the receiving party as confidential (i) if the receiving party

is required to disclose such information under applicable law, (ii) if such information is generally

available to the public through means other than by disclosure by the receiving party, or (iii) if

available from a source other than the receiving party provided that such source is not known (or

should have been known) to the receiving party to be bound by confidentiality obligations pertaining

to such information. The Sub-Adviser acknowledges that the Adviser will have continuous access

through the Custodian to any information related to the Fund’s portfolio.

Notwithstanding anything to the contrary herein or to any policies and procedures, the Sub-

Adviser may not disclose Fund portfolio holdings information, except in accordance with the Fund’s

Policies and Procedures on Disclosure of Portfolio Holdings (the “Disclosure Policy”). To the extent

the Sub-Adviser has delegated any duties or services to an affiliate or a third–party, the Sub-Adviser

shall require that any such affiliate or third-party agree in writing to maintain the confidentiality of

Fund portfolio holdings information as and to the extent required by the Disclosure Policy. For

purposes of the Disclosure Policy, information provided to a broker-dealer relating to orders or

potential orders for the purchase or sale of Fund holdings will not be deemed to be portfolio

holdings information, provided that the Sub-Adviser determines that the disclosure does not provide

the recipient with an advantage over Fund shareholders.

11. Liability .

a . Except as may otherwise be required by the 1940 Act or the rules thereunder or

other applicable law, the Adviser agrees that the Sub-Adviser, any affiliated person of the Sub-

Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of

1933, as amended (“the 1933 Act”) controls the Sub-Adviser (each a “Sub- Adviser Controlling

Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any

losses, claims, damages, expenses, liabilities or litigation in connection with, any act or omission

connected with or arising out of any services rendered under this Agreement, except by reason of


willful misfeasance, bad faith, or gross negligence, in each such case, in the performance of the
Sub-Adviser’s duties, or any material breach by the Sub-Adviser of its obligations or duties under
this Agreement (the “Sub-Adviser Standard of Care”). In no case shall the Sub-Adviser, its affiliated
persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with
respect to the performance of services under this Agreement if the Sub-Adviser is instructed in
writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and
acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund
managed by the Sub-Adviser will achieve any particular rate of return or that its performance will
match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its
affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the
assets of the Fund not managed by the Sub-Adviser (if any).

b . The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any
responsibility or shall be subject to any liability for any losses, claims, damages, expenses, liabilities
or litigation of the Sub-Adviser connected with or arising out of its services under this Agreement.

12. Indemnification .

a. The Adviser agrees to indemnify and hold harmless the Sub-Adviser, any
affiliated person of the Sub-Adviser, and Sub-Adviser Controlling Persons (the Sub-Adviser and all of
such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses,
claims, damages, expenses, liabilities, or litigation (including reasonable legal and other expenses)
to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940
Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the
Adviser’s responsibilities to the Sub-Adviser which (1) may be based upon the Adviser’s gross
negligence, willful misfeasance, or bad faith in the performance of its duties, or any material breach
by the Adviser of its obligations or duties under this Agreement, or (2) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or prospectus covering the Trust, or any amendment thereof or any supplement thereto,
or the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless such statement or omission was
made in reliance on disclosure reviewed by the Sub-Adviser in accordance with Section 7 of this
Agreement; provided however, that in no case shall the indemnity in favor of the Sub-Adviser
Indemnified Person be deemed to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or any material breach of its obligations or duties under this Agreement.

b. Notwithstanding Section 11 of this Agreement, the Sub-Adviser agrees to
indemnify and hold harmless the Adviser, any affiliated person of the Adviser, and each person, if
any, who, within the meaning of Section 15 of the 1933 Act controls the Adviser (the Adviser and
all of such persons being referred to as “Adviser Indemnified Persons”) against any and all losses,
claims, damages, expenses, liabilities, or litigation (including reasonable legal and other expenses)
to which (1) an Adviser Indemnified Person may become subject under the 1933 Act, 1940 Act,
the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-
Adviser’s responsibilities as sub-adviser of the Trust which may be based upon the Sub-Adviser’s
breach of the Sub-Adviser Standard of Care; or (2) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement or prospectus
covering the Trust, or any amendment or supplement thereto, or the omission or alleged omission to
state therein a material fact known or which should have been known to the Sub-Adviser and was

required to be stated therein or necessary to make the statements therein not misleading, if such a

statement was made in reliance upon disclosure reviewed by the Sub-Adviser in accordance with

Section 7 of this Agreement or was omitted from a disclosure reviewed by the Sub-Adviser in

accordance with such Section 7; provided, however, that in no case shall the indemnity in favor of

an Adviser Indemnified Person be deemed to protect such person against any liability to which such

person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in

the performance of its duties, or by reason of its material breach of its obligations or duties under

this Agreement.

c. The Adviser shall not be liable under Paragraph (a) of this Section 12 with

respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser

Indemnified Person shall have notified the Adviser in writing within a reasonable time after the

summons or other first legal process giving information of the nature of the claim shall have been

served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person

shall have received notice of such service on any designated agent), but failure to notify the Adviser

of any such claim shall not relieve the Adviser from any liability which it may have to the Sub-

Adviser Indemnified Person against whom such action is brought except to the extent the Adviser is

prejudiced by the failure or delay in giving such notice. In case any such action is brought against

the Sub-Adviser Indemnified Person, the Adviser will be entitled to participate, at its own expense,

in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense

thereof, with counsel reasonably satisfactory to the Sub-Adviser Indemnified Person. If the Adviser

assumes the defense of any such action and the selection of counsel by the Adviser to represent

both the Adviser and the Sub-Adviser Indemnified Person would result in a conflict of interests and

therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately

represent the interests of the Sub-Adviser Indemnified Person, the Adviser will, at its own expense,

assume the defense with counsel to the Adviser and, also at its own expense, with separate counsel

to the Sub-Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the

Adviser and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear

the fees and expenses of any additional counsel retained by it, and the Adviser shall not be liable to

the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses

subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the

defense thereof other than reasonable costs of investigation. The Adviser shall not have the right to

compromise on or settle the litigation without the prior written consent of the Sub-Adviser

Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing

on the part of the Sub-Adviser Indemnified Person.

d. The Sub-Adviser shall not be liable under Paragraph (b) of this Section 12 with

respect to any claim made against an Adviser Indemnified Person unless such Adviser Indemnified

Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or

other first legal process giving information of the nature of the claim shall have been served upon

such Adviser Indemnified Person (or after such Adviser Indemnified Person shall have received

notice of such service on any designated agent), but failure to notify the Sub-Adviser of any such

claim shall not relieve the Sub-Adviser from any liability which it may have to the Adviser

Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is

prejudiced by the failure or delay in giving such notice. In case any such action is brought against

the Adviser Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense,

in the defense thereof or, after notice to the Adviser Indemnified Person, to assume the defense

thereof, with counsel reasonably satisfactory to the Adviser Indemnified Person. If the Sub-Adviser

assumes the defense of any such action and the selection of counsel by the Sub-Adviser to

represent both the Sub-Adviser and the Adviser Indemnified Person would result in a conflict of

interests and therefore, would not, in the reasonable judgment of the Adviser Indemnified Person,

adequately represent the interests of the Adviser Indemnified Person, the Sub-Adviser will, at its

own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense,

with separate counsel to the Adviser Indemnified Person, which counsel shall be reasonably

satisfactory to the Sub-Adviser and to the Adviser Indemnified Person. The Adviser Indemnified

Person shall bear the fees and expenses of any additional counsel retained by it, and the Sub-

Adviser shall not be liable to the Adviser Indemnified Person under this Agreement for any legal or

other expenses subsequently incurred by the Adviser Indemnified Person independently in

connection with the defense thereof other than reasonable costs of investigation. The Sub-Adviser

shall not have the right to compromise on or settle the litigation without the prior written consent of

the Adviser Indemnified Person if the compromise or settlement results, or may result in a finding of

wrongdoing on the part of the Adviser Indemnified Person.

13. Duration and Termination .

a. This Agreement shall become effective subject to the condition that the Board,

including a majority of those Trustees who are not interested persons (as such term is defined in the

1940 Act) of the Adviser or the Sub-Adviser, shall have approved this Agreement in the manner

required by the 1940 Act. Unless terminated as provided herein, this Agreement shall remain in

full force and effect through and including the second anniversary of the execution of this Agreement

and shall continue in full force and affect indefinitely thereafter, but only so long as such

continuance is specifically approved at least annually by (a) the Board, or by the vote of a majority

of the outstanding voting securities (as defined in the 1940 Act) of the Trust, and (b) the vote of a

majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act)

of any such party to this Agreement cast in person at a meeting called for the purpose of voting on

such approval.

b. Notwithstanding the foregoing, this Agreement may be terminated: (a) by the

Adviser at any time without payment of any penalty, upon 60 days’ prior written notice to the Sub-

Adviser and the Trust; (b) at any time without payment of any penalty by the Trust, by the Board or

a majority of the outstanding voting securities of the Trust, upon 60 days’ prior written notice to the

Adviser and the Sub-Adviser, (c) at any time without payment of any penalty by the Sub-Adviser

upon 60 days’ prior written notice by the Sub-Adviser to the Adviser and the Trust, (d) by the Sub-

Adviser upon not less than 20 business days’ prior written notice to the Adviser if the Sub-Adviser is

unable to implement any action by the Board that impacts the Sub-Adviser’s ability to provide the

services under this Agreement as described in Section 1 hereof, provided such notice is given to the

Adviser within 5 business days of the Sub-Adviser’s receipt of notice of the Board taking such

action; (e) immediately in the event the Sub-Adviser or the Adviser ceases to be registered as an

investment adviser under the Advisers Act or otherwise becomes legally incapable of providing

investment management services pursuant to its respective contract with the Trust, or (f) in the

event the Advisory Agreement is terminated.

c. In the event of termination for any reason, all records of the Trust shall promptly

be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by

the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such

records. This Agreement shall automatically terminate in the event of its assignment (within the

meaning of such term in the 1940 Act). In the event this Agreement is terminated or is not

approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, and 12

of this Agreement shall remain in effect, as well as any applicable provision of this Section 13 and,

to the extent that only amounts are owed to the Sub-Adviser or owed to the Adviser for subsidy

reimbursement as compensation for services rendered while the agreement was in effect as

provided in Section 6.

14. Exclusivity. The Sub-Adviser agrees that, for so long as it serves as the investment

adviser or sub-adviser to the Fund or any successor entity, it will not accept an offer to serve as

investment adviser or sub-adviser to any Competing Product (as defined below) without the prior

written approval of the Adviser. The Adviser shall respond to a written request of the Sub-Adviser to

advise or sub-advise a Competing Product within 30 days of receiving such request. A "Competing

Product" means another unlisted, long-only (or substantially long-only), open-end, SEC-registered

investment company or an actively-managed exchange-traded-fund (“ETF”, but excluding an ETF-of-

ETFs), in each case utilizing a macroeconomic investment strategy and distributed in the United

States. If and to the extent the restriction herein set forth is unenforceable, then such restriction

shall (without any further action by the Adviser or Sub-Adviser) be deemed to have been replaced

with an enforceable restriction reflecting as closely as possible the parties’ intent as expressed

herein.

15. Notices . Any notice must be in writing and shall be sufficiently given (1) when

delivered in person, (2) when dispatched by electronic mail or electronic facsimile transfer

(confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when

sent by internationally recognized overnight courier service (with receipt confirmed by such

overnight courier service), or (4) when sent by registered or certified mail, to the other party at the

address of such party set forth below or at such other address as such party may from time to time

specify in writing to the other party.

If to the Trust:

Eaton Vance Growth Trust

Two International Place

Boston, MA 02110

Attn: Chief Legal Officer

If to the Adviser:

Eaton Vance Management

Two International Place

Boston, MA 02110

Attn: Chief Legal Officer

If to the Sub-Adviser:

Richard Bernstein Advisors LLC

520 Madison Avenue

28 ^th Floor

New York, NY 10022

Attn: Michael Meyer, Chief Compliance Officer

And copy to :

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

Attn: David Sturms

16. Amendments . No provision of this Agreement may be changed, waived, discharged or

terminated orally, but only by an instrument in writing signed by the party against which

enforcement of the change, waiver, discharge or termination is sought, and no material amendment

of this Agreement shall be effective until approved as required by applicable law. The Sub-Adviser

shall furnish to the Board such information as may be reasonably necessary in order for the Board

to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote

pursuant to Section 13 or this Section 16.

17. Governing Law . Notwithstanding the place where this Agreement may be executed by

either party, the parties expressly agree that all terms and provisions hereof shall be governed by,

and construed in accordance with, the internal laws of the Commonwealth of Massachusetts

applicable to contracts made between residents of Massachusetts, entered into and wholly

performed, and to transactions wholly consummated, within Massachusetts. In the event of an

action brought by the Adviser against the Sub-Adviser, the parties hereby submit to the exclusive

jurisdiction of the United States District Court for the Southern District of New York and any New

York State court sitting in New York City (Borough of Manhattan) for purposes of any legal or

equitable actions or proceedings arising out of or relating to this Agreement or the matters

contemplated hereby. In the event of an action brought by the Sub-Adviser against the Adviser, the

parties hereby submit to the exclusive jurisdiction of the United States District Court for the District

of Massachusetts and any Massachusetts court sitting in the city of Boston for purposes of any legal

or equitable actions or proceedings arising out of or relating to this Agreement or the matters

contemplated hereby. The parties hereby irrevocably waive, to the fullest extent permitted by

applicable law, any objection that they may now or hereafter have to the laying of venue in any

such action or proceeding brought in such a court, and any claim that any such action or

proceeding brought in such a court has been brought in an inconvenient forum.

18. Miscellaneous.

a. The Sub-Adviser hereby grants to the Adviser during the term of this Agreement,

a non-exclusive, non-assignable, non-sublicensable royalty-free right to use the Sub-Adviser's name

and registered and unregistered trademarks, service marks and logos in the name of the Fund, on

the Adviser's website(s) and in other materials solely for purposes of disclosing and promoting the

relationship between the parties as described herein. In the event that this Agreement shall be

terminated for any reason, and in the event a new or successor Agreement with the Sub-Adviser is

not concluded, the Adviser understands that it must immediately take all steps necessary to amend

materials (including the Adviser's website) produced by the Adviser or its affiliates to delete any

reference in all materials to the Sub-Adviser and to delete the words “Richard Bernstein” from the

name of the Fund, provided that references to the former name of the Fund shall be permitted to

the extent necessary.

b. The Adviser and the Sub-Adviser acknowledge that the Trust enjoys the rights of

a third-party beneficiary under this Agreement, and the Adviser acknowledges that the Sub-Adviser

enjoys the rights of a third party beneficiary under the Advisory Agreement. Nothing herein shall be

construed as constituting the Sub-Adviser as an agent or co-partner of the Adviser, or constituting

the Adviser as an agent or co-partner of the Sub-Adviser.


c. The Sub-Adviser expressly acknowledges the provision in the Declaration of
Trust of the Adviser limiting the personal liability of the Trustee and officers of the Adviser, and the
Sub-Adviser hereby agrees that it shall have recourse to the Adviser for payment of claims or
obligations as between the Adviser and the Sub-Adviser arising out of this Agreement and shall not
seek satisfaction from the Trustee or any officer of the Adviser.

d. The captions of this Agreement are included for convenience only and in no way
define or limit any of the provisions hereof or otherwise affect their construction or effect.

e. To the extent permitted under Section 13 of this Agreement, this Agreement
may only be assigned by any party with the prior written consent of the other party.

f. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby,
and to this extent, the provisions of this Agreement shall be deemed to be severable.

g. Nothing herein shall be construed as constituting the Sub-Adviser as an agent
or co-partner of the Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.

h. This Agreement may be executed in counterparts.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

EATON VANCE MANAGEMENT

By: /s/ Maureen A. Gemma
Name: Maureen A. Gemma
Title: Vice President

RICHARD BERNSTEIN ADVISORS LLC

By: /s/ Richard Bernstein
Name: Richard Bernstein
Title: Chief Executive Officer

EXHIBIT (e)(1)(b)

SCHEDULE B

Eaton Vance Growth Trust
Amended and Restated Distribution Agreement
September 30, 2011


Name of Fund	Distribution Fee Payable

Eaton Vance Focused Growth Opportunities Fund – Class C Shares	1.00%
Eaton Vance Focused Value Opportunities Fund – Class C Shares	1.00%
Eaton Vance Richard Bernstein Equity Strategy Fund – Class C Shares	1.00%
Eaton Vance Richard Bernstein All Asset Strategy Fund – Class C Shares	1.00%

EXHIBIT (h)(2)

EATON VANCE GROWTH TRUST

AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT

AMENDED AND RESTATED AGREEMENT made this 28 ^th day of April, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of each of its series listed on Schedule A (the “Funds”), and Eaton Vance Management, a Massachusetts business trust, (the “Administrator”).

IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree with respect to each Fund:

1. Duties of the Administrator . The Trust hereby employs the Administrator to act as administrator of each Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

The Administrator hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Administrator’s organization in the administration of each Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator’s organization and all personnel of the Administrator performing services relating to administrative activities. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of any Fund’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of any Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust or a Fund. It is intended that the assets of certain Funds will be invested in an interest in registered open-end investment companies having substantially the same investment objective, policies and restrictions as such Funds (the “Portfolios”). Boston Management and Research (“BMR”), an affiliate of the Administrator, currently acts as investment adviser to the Portfolios under an Investment Advisory Agreement between each Portfolio and BMR.

and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

3. Compensation of Administrator . The Administrator shall receive compensation from the Trust on behalf of the Fund in respect of the services to be rendered and the facilities to be provided by the Administrator under this Agreement in an amount equal to that set forth in the Schedule(s) attached hereto.

4. Other Interests . It is understood that Trustees and officers of the Trust and shareholders of a Fund are or may be or become interested in the Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in a Fund, and that the Administrator may be or become interested in a Fund as shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Administrator may be or become interested (as directors, trustees, officers, employees, stockholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Administrator may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or any combination thereof as part of their name, and that the Administrator or its subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with such other companies or entities.

5. Limitation of Liability of the Administrator . The services of the Administrator to the Trust and a Fund are not to be deemed to be exclusive, the Administrator being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or a Fund or to any shareholder of a Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

6. Sub-Administrators . The Administrator may employ one or more sub-administrators from time to time to perform such of the acts and services of the Administrator and upon such terms and conditions as may be agreed upon between the Administrator and such sub-administrators and approved by the Trustees of the Trust.

- 2 -

7. Duration and Termination of this Agreement . This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such date is specifically approved at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Administrator or the Trust.

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustee of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

8. Amendments of the Agreement . This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Administrator or the Trust, and (ii) by vote of the Board of Trustees of the Trust. Additional series of the Trust, however, will become a Fund hereunder upon approval by the Trustees of the Trust and amendment of Schedule A.

9. Limitation of Liability . A Fund shall not be responsible for the obligations of any other series of the Trust. The Administrator expressly acknowledges the provision in the Declaration of Trust of the Trust limiting the personal liability of shareholders of a Fund and of the officers and Trustees of the Trust, and the Administrator hereby agrees that it shall have recourse to the Trust or a Fund for payment of claims or obligations as between the Trust or a Fund and the Administrator arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of a Fund or from the officers or Trustees of the Trust.

10. Use of the Name “Eaton Vance.” The Administrator hereby consents to the use by a Fund of the name “Eaton Vance” as part of a Fund’s name; provided, however, that such consent shall be conditioned upon the employment of the Administrator or one of its affiliates as the administrator of the Fund. The name “Eaton Vance” or any variation thereof may be used from time to time in other connections and for other purposes by the Administrator and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance.” The Administrator shall have the right to require the Fund to cease using the name “Eaton Vance” as part of the Fund’s name if the Fund ceases, for any reason, to employ the Administrator or one of its affiliates as the Fund’s administrator. Future names adopted by a Fund for itself, insofar as such names include identifying words requiring the consent of the Administrator, shall be the property of the Administrator and shall be subject to the same terms and conditions.

11. Certain Definitions . The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding voting securities” shall mean the vote of the lesser of (a) 67 per centum or more of the shares of a Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of a Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of a Fund.

- 3 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.


EATON VANCE GROWTH TRUST	EATON VANCE MANAGEMENT


By /s/ Duncan W. Richardson	By /s/ Maureen A. Gemma
Duncan W. Richardson	Maureen A. Gemma
President	Vice President and not individually

- 4 -

SCHEDULE A

EATON VANCE GROWTH TRUST

AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT

Effective April 28, 2011


Name of Fund		Fee*

Eaton Vance Asian Small Companies Fund		0.15%
Eaton Vance Atlanta Capital Focused Growth Fund		None
Eaton Vance Atlanta Capital SMID-Cap Fund		None
Eaton Vance Greater China Growth Fund		0.15%
Eaton Vance Multi-Cap Growth Fund		None

*	Fee is a percentage of average daily net assets per annum, computed and paid monthly.

EXHIBIT (h)(3)

EATON VANCE GROWTH TRUST

ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT made this 1 ^st day of August, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”) on behalf of its series of Eaton Vance Worldwide Health Sciences Fund (the “Fund”) and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree with respect to the Fund:

1. Duties of the Administrator . The Trust hereby employs the Administrator to act as administrator of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

The Administrator hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Administrator’s organization in the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator’s organization and all personnel of the Administrator performing services relating to administrative activities. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust or the Fund.

2. Allocation of Charges and Expenses . The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers who devote part or all of their time to the affairs of the Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 2. Except as provided in the foregoing sentence, the Administrator shall not pay any expenses relating to the Trust or the Fund including, without implied limitation, (i) expenses of maintaining the Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, disposition and valuation of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books and accounts and determination of net asset values), (xiv) fees,

expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Administrator’s organization, and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto.

	Annual
Daily Net Assets	Asset Rate
less than $500 million	0.25%
$500 million but less than $1 billion	0.23%
$1 billion but less than $1.5 billion	0.21%
$1.5 billion but less than $2 billion	0.20%
$2 billion but less than $2.5 billion	0.18%
$2.5 billion and over	0.16%

4. Other Interests . It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in the Fund, and that the Administrator may be or become interested in the Fund as shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Administrator may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Administrator may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or any combination thereof as part of their name, and that the Administrator or its subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with such other companies or entities.

5. Limitation of Liability of the Administrator . The services of the Administrator to the Trust and the Fund are not to be deemed to be exclusive, the Administrator being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

vote of a majority of those Trustees of the Trust who are not interested persons of the Administrator or the Trust.

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustee of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability . The Fund shall not be responsible for the obligations of any other series of the Trust. Each party expressly acknowledges the provision in the other party’s Declaration of Trust limiting the personal liability of trustees, officers and shareholders, and each party hereby agrees that it shall only have recourse to the assets of the other party for payment of claims or obligations arising out of this Agreement.

10. Use of the Name “Eaton Vance”. The Administrator hereby consents to the use by the Fund of the name “Eaton Vance” as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of the Administrator or one of its affiliates as the administrator of the Fund. The name “Eaton Vance” or any variation thereof may be used from time to time in other connections and for other purposes by the Administrator and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance.” The Administrator shall have the right to require the Fund to cease using the name “Eaton Vance” as part of the Fund’s name if the Fund ceases, for any reason, to employ the Administrator or one of its affiliates as the Fund’s administrator. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of the Administrator, shall be the property of the Administrator and shall be subject to the same terms and conditions.

11. Certain Definitions . The term “interested persons” when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.


EATON VANCE GROWTH TRUST	EATON VANCE MANAGEMENT



By /s/ Duncan W. Richardson	By /s/ Maureen A. Gemma
Duncan W. Richardson	Maureen A. Gemma
President	Vice President

EXHIBIT (h)(4)


TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT

	This Transfer Agency And Shareholder Services Agreement (" Agreement ") is effective as of
September 1, 2011 (" Effective Date ") by and between BNY Mellon Investment Servicing (US) Inc.
(" BNYM "), and, individually and separately, but not jointly, each of the investment companies listed on
Schedule B to this Agreement (each such investment company referred to herein as the " Investment
Company "). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the
meanings set forth in Schedule A ( Schedule A also contains an index of defined terms providing the
location of all defined terms).

Background

A.	The Investment Company is registered as an open-end management investment company under
the 1940 Act.

B.	The Investment Company wishes to retain BNYM to serve as its transfer agent, registrar,
dividend disbursing agent and shareholder servicing agent, or, if applicable, to serve as the transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent for each of its Portfolios listed on
Schedule B attached hereto and made a part hereof, as such Schedule B may be amended from time to
time, and BNYM wishes to furnish such services. The term " Fund " as used hereinafter in this Agreement
means, as applicable, each Fund of an Investment Company identified on Schedule B and where
appropriate, the Investment Company on behalf of each such Fund or, if no Funds are so identified, the
Investment Company, in its individual and separate capacity.

Terms

	NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained,
and intending to be legally bound hereby, the parties hereto agree to the statements made in the preceding
paragraphs and as follows:

1.	Appointment . The Fund hereby appoints BNYM to serve as transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent to the Fund and BNYM accepts such appointments and
agrees in connection with such appointments to furnish the services expressly set forth in Section 3.
BNYM shall be under no duty to provide any service to or on behalf of the Fund except as specifically set
forth in Section 3 or as BNYM and the Fund may specifically agree in a written amendment hereto;
provided that the foregoing is not intended to limit any obligation of BNYM under this Agreement.
BNYM shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third
party service providers engaged by the Fund or by any other third party service provider to the Fund not
engaged by BNYM.

2.	Records; Access . BNYM shall create and maintain all records required of it pursuant to its
duties hereunder in accordance with all applicable laws, rules and regulations, including records required
by Section 31(a) of the 1940 Act and the rules thereunder. Where applicable, such records shall be
maintained by BNYM for the periods and the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Fund, which are in the possession or under the control of BNYM,
shall be the property of the Fund. The Fund and Authorized Persons shall have access to such books and
records at all times during BNYM's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by BNYM to the Fund or to an Authorized
Person, at the Fund's expense.

Page 1


3.	Services . BNYM agrees to service each Fund in a dedicated staffing environment with respect to
client services, transaction processing, correspondence, management company support and Full Service
Retail (“FSR”) dedicated systems throughout the term of the Agreement, unless otherwise agreed by a
particular Fund. BNYM agrees to provide the services hereunder in accordance with the Service Level
Standards attached hereto as Schedule G.
(a)	Transfer Agent, Registrar, Dividend Disbursing Agent and Shareholder Servicing :
(1)	Services to be provided on an ongoing basis to the extent applicable to a particular Fund:
	(i)	Calculate 12b-1 payments;
	(ii)	Maintain shareholder registrations;
	(iii)	Review new applications and correspond with shareholders to complete or correct
		information;
	(iv)	Direct payment processing of checks or wires;
	(v)	Prepare and certify shareholder lists in conjunction with proxy solicitations;
	(vi)	Countersign share certificates;
	(vii)	Prepare and mail to shareholders confirmation of activity;
	(viii)	Provide toll-free lines for direct shareholder use, plus customer liaison staff for on-line
		inquiry response;
	(ix)	Mail duplicate confirmations to broker-dealers of their clients' activity, whether executed
		through the broker-dealer or directly with BNYM;
	(x)	Provide periodic shareholder lists and statistics to the Fund;
	(xi)	Provide detailed data for underwriter/broker confirmations;
	(xii)	Prepare periodic mailing of year-end tax and statement information;
	(xiii)	Notify on a timely basis the Fund's investment adviser, accounting agent, and custodian
		(" Fund Custodian ") of Share activity;
	(xiv)	Perform other participating broker-dealer shareholder services as may be agreed upon
		from time to time;
	(xv)	Accept and post daily Share purchases and redemptions;
	(xvi)	Accept, post and perform shareholder transfers and exchanges;
	(xvii)	Issue and cancel certificates (when requested in writing by the shareholder) to the extent
	permitted by the Fund’s prospectus; and

Page 2


	(xviii)	Remediation Services, as required; and

	(xviii)	Perform certain administrative and ministerial duties relating to opening, maintaining and
		processing transactions for shareholders or financial intermediaries that trade shares
		through the NSCC.

(2)	Purchase of Shares . BNYM shall issue and credit an account of an investor, in the manner
described in the Fund's prospectus, once it receives:

	(i)	A purchase order in completed proper form;

	(ii)	Proper information to establish a shareholder account; and

	(iii)	Confirmation of receipt or crediting of funds for such order to the Fund Custodian.

(3)	Redemption of Shares . BNYM shall process requests to redeem Shares as follows:

	(i)	All requests to transfer or redeem Shares and payment therefore shall be made in
		accordance with the Fund's prospectus, when the shareholder tenders Shares in proper
		form, accompanied by such documents as BNYM reasonably may deem necessary.

	(ii)	BNYM reserves the right to refuse to transfer or redeem Shares until it is satisfied that the
		endorsement on the instructions is valid and genuine and that the requested transfer or
		redemption is legally authorized, and it shall incur no liability for the refusal, in good
		faith, to process transfers or redemptions which BNYM, in its good judgment, deems
		improper or unauthorized, or until it is reasonably satisfied that there is no basis to any
		claims adverse to such transfer or redemption, in each case provided that it notifies the
		requestor of any defect in the redemption request in a timely manner.

	(iii)	When Shares are redeemed, BNYM shall deliver to the Fund Custodian and the Fund or
		its designee a notification setting forth the number of Shares redeemed. Such redeemed
		Shares shall be reflected on appropriate accounts maintained by BNYM reflecting
		outstanding Shares of the Fund and Shares attributed to individual accounts.

	(iv)	BNYM shall, upon receipt of the monies provided to it by the Fund Custodian for the
		redemption of Shares, pay such monies as are received from the Fund Custodian.

	(v)	When a broker-dealer notifies BNYM of a redemption desired by a customer, and the
		Fund Custodian provides BNYM with funds, BNYM shall prepare and send the
		redemption check to the broker-dealer and made payable to the broker-dealer on behalf of
		its customer, unless otherwise instructed in writing by the broker-dealer.

	(vi)	BNYM shall not process or effect any redemption requests with respect to Shares of the
		Fund after receipt by BNYM or its agent of notification of the suspension of the
		determination of the net asset value of the Fund.

(4)	Dividends and Distributions . Upon receipt by BNYM of Written Instructions containing all
requisite information that may be reasonably requested by BNYM, including payment directions and
authorization, BNYM shall issue Shares in payment of the dividend or distribution, or, upon shareholder
election, pay such dividend or distribution in cash, if provided for in the Fund's prospectus. If requested
by BNYM, the Fund shall furnish a certified resolution of the Fund's Board of Trustees (which may be a

Page 3


standing resolution authorizing the Fund’s officers to declare and authorize the payment of a dividend or
other distribution) declaring and authorizing the payment of a dividend or other distribution but BNYM
shall have no duty to request such. Issuance of Shares or payment of a dividend or distribution as
provided for in this Section 3(a)(4), as well as payments upon redemption as described in Section 3(a)(3),
shall be made after deduction and payment of any and all amounts required to be withheld in accordance
with any applicable tax laws or other laws, rules or regulations. BNYM shall (i) mail to the Fund's
shareholders such tax forms and other information, or permissible substitute notice, relating to dividends
and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or
regulation; and (ii) prepare, maintain and file with the IRS and other appropriate taxing authorities reports
relating to all dividends by the Fund paid to its shareholders (above threshold amounts stipulated by
applicable law) as required by tax or other laws, rules or regulations; provided , however , notwithstanding
the foregoing and notwithstanding any other provision of this Section 3(a)(4) or this Agreement: (A)
BNYM's exclusive obligations with respect to any written statement that Section 19(a) of the 1940 Act
may require to be issued with respect to the Fund shall be, upon receipt of specific Written Instructions to
such effect, to receive from the Fund the information which is to be printed on the statement, to print such
information on appropriate paper stock and to mail such statement to shareholders, and (B) BNYM's sole
obligation with respect to any dividend or distribution that Section 19(a) of the 1940 Act may require be
accompanied by such a written statement shall be to act strictly in accordance with the first three
sentences of this Section 3(a)(4).

(5)	Shareholder Account Services . BNYM may arrange, in accordance with the prospectus:

	(i)	for issuance of Shares obtained through:

		(A)	Any pre-authorized check plan; and

		(B)	Direct purchases through broker wire orders, checks and applications.

	(ii)	for a shareholder's:

		(A)	Exchange of Shares for shares of another fund with which the Fund has exchange
		privileges;

		(B)	Automatic redemption from an account where that shareholder participates in an
		automatic redemption plan; and/or

		(C)	Redemption of Shares from an account with a checkwriting privilege.

(6)	Communications to Shareholders . Subject to receipt by BNYM of timely Written Instructions,
BNYM shall mail all communications by the Fund to its shareholders, including:

	(i)	Confirmations of purchases and sales of Fund shares;

	(ii)	Monthly or quarterly statements;

	(iii)	Dividend, distribution and other notices; and

	(iv)	Tax form information.

(7)	Records . BNYM shall maintain records of the accounts for each shareholder showing the
following information:

Page 4


	(i)	Name, address and United States Tax Identification or Social Security number;

	(ii)	Number and class of Shares held and number and class of Shares for which certificates, if
		any, have been issued, including certificate numbers and denominations;

	(iii)	Historical information regarding the account of each shareholder, including dividends
		and distributions paid and the date and price for all transactions in a shareholder's
		account;

	(iv)	Any stop or restraining order placed against a shareholder’s account;

	(v)	Any correspondence relating to the maintenance of a shareholder's account;

	(vi)	Information with respect to withholdings; and

	(vii)	Any information required in order for BNYM to perform any calculations required by
		this Agreement.

(8)	Lost or Stolen Certificates . BNYM shall place a stop notice against any certificate reported to be
lost or stolen and comply with all applicable federal regulatory requirements for reporting such loss or
alleged misappropriation. A new certificate shall be registered and issued only upon:

	(i)	The shareholder's pledge of a lost instrument bond or such other appropriate indemnity
		bond issued by a surety company approved by BNYM; and

	(ii)	Completion of a release and indemnification agreement signed by the shareholder to
		protect the Fund, BNYM and its affiliates.

(9)	Shareholder Inspection of Stock Records . Upon a request from any Fund shareholder to inspect
stock records, BNYM will notify the Fund on a timely basis and the Fund will issue Written Instructions
granting or denying each such request. Unless BNYM has acted contrary to the Fund's Written
Instructions, the Fund agrees to and does hereby release BNYM from any liability for refusal of
permission for a particular shareholder to inspect the Fund's stock records.

(10)	Withdrawal of Shares and Cancellation of Certificates . Upon receipt of Written Instructions,
BNYM shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of
outstanding shares by the number of shares surrendered by the Fund.

(11)	Lost Shareholders .

	(A)	BNYM shall perform such services as are required in order to comply with Rule 17Ad-17
	of the 1934 Act (the " Lost Shareholder Rule "), including, but not limited to, those set forth
	below. BNYM may, in its sole discretion, use the services of a third party to perform some of or
	all such services.

	(i)	documentation of search policies and procedures;

	(ii)	execution of required searches;

Page 5

	(iii)	tracking results and maintaining data sufficient to comply with the Lost Shareholder
		Rule; and
	(iv)	preparation and submission of data required under the Lost Shareholder Rule.
	(B)	For purposes of clarification: (i) Section 3(a)(11)(A) does not obligate BNYM to perform
	the services described therein for broker-controlled accounts, omnibus accounts and similar
	accounts with respect to which BNYM does not receive or maintain information which would
	permit it to determine whether the account owner is a "lost securityholder", as that term is defined
	in the Lost Shareholder Rule; and (ii) no provision of this Agreement, including without
	limitation Section 3(a)(11)(A), obligates BNYM to perform any escheat services or abandoned
	property services for any Fund or any accounts hereunder - the Fund agrees and acknowledges
	that the Fund alone is responsible for compliance with applicable escheat and abandoned property
	laws.
(12)	Tax Advantaged Accounts .
	(A)	Certain definitions:
	(i)	" Eligible Assets " means shares of the Fund and such other assets as the Fund and BNYM
		may mutually agree.
	(ii)	" Participant " means a beneficial owner of a Tax Advantaged Account.
	(iii)	" Tax Advantaged Account " means any of the following accounts: (i) a Traditional, SEP,
		Roth, or SIMPLE individual retirement account, (ii) an account in a money purchase or
		profit sharing plan, (iii) a single participant “k” plan account, (iv) a Coverdell educational
		savings accounts, all within the meaning of Sections 408, 401, or 530 of the Code, and
		(v) any other similar type of account agreed to by the parties in writing; which is
		facilitated or sponsored by the Fund or affiliates of the Fund and with respect to which
		the contributions of Participants are used to purchase or invest in solely Eligible Assets.
	(B)	To the extent requested by the Fund, BNYM shall provide the following administrative
	services to Tax Advantaged Accounts, to the extent a particular administrative service is
	appropriate to the Tax Advantaged Account under the Code:
	(i)	Establish a record of types and reasons for distributions (i.e., attainment of age 59-1/2,
		disability, death, return of excess contributions, etc.);
	(ii)	Record method of distribution requested and/or made;
	(iii)	Receive and process designation of beneficiary forms requests;
	(iv)	Examine and process requests for direct transfers between custodians/trustees; transfer
		and pay over to the successor assets in the account and records pertaining thereto as
		requested;
	(v)	Prepare any annual reports or returns required to be prepared and/or filed by a custodian
		of Tax Advantaged Accounts, including, but not limited to, an annual fair market value
		report, Forms 1099R and 5498; and file same with the Internal Revenue Service and
		provide same to the Participant or Participant's beneficiary, as applicable; and

Page 6


(vi)	Perform applicable federal withholding and send to the Participant or Participant's
	beneficiary, as applicable, an annual TEFRA notice regarding required federal tax
	withholding.

(C)	BNYM shall arrange for BNY Mellon Investment Servicing Trust, BNY Mellon Bank or
other qualified institution (which may be an Affiliate of BNYM) to serve as custodian (the
" Custodian ") for the Tax Advantaged Accounts (" Custodied Accounts "). In consideration for
such service, the Fund agrees:

(i)	To the extent practicable, the Fund will provide sixty (60) days advance written notice to
	BNYM, the Custodian and Participants in connection with a Fund liquidation or any
	other event or circumstance or act or course of conduct involving the Fund or assets held
	in a Custodied Account that would result in an involuntary liquidation of any asset held
	in a Custodied Account or would otherwise materially affect the Custodied Account, its
	operation, the rights or obligations of a Participant, any asset in a Custodied Account or
	the terms or provisions of a Custodied Account (" Material Event "), and to the extent
	there is a Fund liquidation and an alternative investment vehicle is not provided by the
	Fund or an affiliate, reimburse BNYM and BNY Mellon Investment Servicing Trust for
	all reasonable costs, including costs of legal counsel, incurred in determining, in
	consideration of the Material Event, an appropriate course of conduct under the law,
	including the Code, and under agreements with Participants and in implementing the
	course of conduct determined to be appropriate, provided that BNYM provide the Fund
	with advance notice that it intends to employ outside counsel for this purpose;

(ii)	The Fund will, at its own cost and expense, at the request of BNYM and in accordance
	with all applicable provisions of the Code:

	(aa)	appoint and provide for a qualified successor custodian for all Custodied
		Accounts in the event this Agreement expires or is terminated or if any other
		event or circumstance occurs which constitutes commercially reasonable cause
		for the Custodian to resign as custodian of the Custodied Accounts or seek
		appointment of a successor custodian,

	(bb)	provide for any interim custodial or transfer arrangements made appropriate by
		any of the circumstances governed by clause (aa), and

	(cc)	cause all Custodied Accounts and all assets in the Custodied Accounts to transfer
		to such successor or interim custodians;

(iii)	The Custodian may require Participants and all employers, advisors or other parties
	involved in any manner in the creation, sponsorship or administration of Custodied
	Accounts or their relevant plans or involved in any other capacity with Custodied
	Accounts or their relevant plans (" Related Parties ") to adopt, execute or otherwise agree
	to disclosure documents, custodial agreements, account agreements and such other forms,
	agreements and materials which it reasonably determines to be appropriate for the
	establishment and administration of the Custodied Accounts or relevant plans under
	applicable law, including the Code (" Account Documentation ") or for the services
	provided as custodian; and

(iv)	The Custodian may directly furnish Account Documentation and all other written

Page 7


		notifications, materials and communications which it reasonably determines to be
		appropriate to its role as custodian (" Related Custodian Materials ") to Participants and
		Related Parties and the Fund will upon the reasonable request of BNYM or the Custodian
		coordinate joint mailings of Account Documentation and Related Custodian Materials
		with Fund materials.

	(D)	In consideration for BNYM or the Custodian furnishing any one or more of the services
	provided for in this Section 3(a)(12), whether alone or in combination with others, the Fund shall
	pay to BNYM the related Fees and Reimbursable Expenses as set forth in the Fee Agreement.
	The Fund may direct BNYM to collect such Fees and Reimbursable Expenses from the assets in
	relevant Tax Advantaged Accounts upon appropriate disclosure to Participants, but shall remain
	responsible for such Fees and Reimbursable Expenses to the extent it does not so direct BNYM or
	such amounts are not collectable from the Tax Advantaged Accounts.

(13)	Print Mail . The Fund hereby engages BNYM as its print/mail service provider with respect to
those items and for such fees as may be agreed to from time to time in writing by the Fund and BNYM.

(14)	National Quality Review . BNYM agrees to engage National Quality Review (“NQR”) to
perform NQR rating and quality performance review services with respect to BNYM transaction
processing and correspondence areas providing services to the Funds hereunder and provide quarterly
reporting to the Funds relating thereto.

(15)	Special Requirements With Respect To Daily Funding . BNYM shall provide the Custodian a
preliminary cash availability report at 7:45AM (Eastern Time). The preliminary cash projections are
subject to change, based on estimates submitted by various processing groups. The report will summarize
the previous day's transaction activity, subtotaled by transaction type. Final reports will be provided to
the Custodian by 10:45 AM (Eastern Time). This reporting package will include final cash availability
and shares outstanding for each Fund.

	Providing that BNYM has reported the daily settlement amounts in a timely manner with
appropriate back-up documentation, the Fund will cause to be wired monies due BNYM by the Fund on
or before the close of business. All monies due the Fund from BNYM shall be wired by BNYM by close
of business.

(16)	Other Services . BNYM shall provide other services that are further described and governed by
Schedule D hereto. These other services are “AdvisorCentral”, “IAM”, and the “22c-2 System” as those
terms are defined in Exhibit 1 to Schedule D.

(17)	Ancillary Services . BNYM shall perform such other services ancillary in nature to the services
described in this Section 3(a) and customarily performed by a transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent.

(b)	Anti-Money Laundering Program Services. BNYM will perform one or more of the services
described in subsections (1) through (6) of this Section 3(b) if requested by the Fund (" AML Services ").

(1)	Anti-Money Laundering .

	(A) To the extent the other provisions of this Agreement require BNYM to establish, maintain
	and monitor accounts of investors in the Fund consistent with the Securities Laws, BNYM shall
	perform reasonable actions necessary to assist the Fund in complying with Section 352 of the
	USA PATRIOT Act, as follows: BNYM shall: (a) establish and implement written internal

Page 8


	policies, procedures and controls reasonably designed to help prevent the Fund from being used
	to launder money or finance terrorist activities; (b) provide for independent testing, by an
	employee who is not responsible for the operation of BNYM's anti-money laundering (" AML ")
	program or by an outside party, for compliance with BNYM's written AML policies and
	procedures; (c) designate a person or persons responsible for implementing and monitoring the
	operation and internal controls of BNYM's AML program; and (d) provide ongoing training of
	BNYM personnel relating to the prevention of money-laundering activities.

	(B)	Upon the reasonable request of the Fund, BNYM shall provide to the Fund: (x) a copy of
	BNYM's written AML policies and procedures; (y) a copy of a written assessment or report
	prepared by the party performing the independent testing for compliance, or a summary thereof,
	or a certification that the findings of the independent party are satisfactory; and (z) a summary of
	the AML training provided for appropriate BNYM personnel.

	(C)	Without limiting or expanding subsections (A) or (B) above, the parties agree this Section
	3(b)(1) relates solely to Fund compliance with Section 352 of the USA PATRIOT Act and does
	not relate to any other obligation the Fund may have under the USA PATRIOT Act, including
	without limitation Section 326 thereof.

(2)	Foreign Account Due Diligence .

	(A)	To assist the Fund in complying with requirements regarding a due diligence
	program for “foreign financial institution” accounts in accordance with applicable
	regulations promulgated by U.S. Department of Treasury under Section 312 of the USA
	PATRIOT Act (" FFI Regulations "), BNYM will do the following:

	(i)	Implement and operate a due diligence program that includes appropriate, specific,
		risk-based policies, procedures and controls that are reasonably designed to enable
		the Fund to detect and report, on an ongoing basis, any known or suspected money
		laundering activity conducted through or involving any correspondent account
		established, maintained, administered or managed by the Fund for a “foreign
		financial institution” (as defined in 31 CFR 103.175(h))(" Foreign Financial
		Institution ");

	(ii)	Conduct due diligence to identify and detect any Foreign Financial Institution
		accounts in connection with new accounts and account maintenance;

	(iii)	Assess the money laundering risk presented by each such Foreign Financial
		Institution account, based on a consideration of all appropriate relevant factors (as
		generally outlined in 31 CFR 103.176), and assign a risk category to each such
		Foreign Financial Institution account;

	(iv)	Apply risk-based procedures and controls to each such Foreign Financial Institution
		account reasonably designed to detect and report known or suspected money
		laundering activity, including a periodic review of the Foreign Financial Institution
		account activity sufficient to determine consistency with information obtained about
		the type, purpose and anticipated activity of the account;

	(v)	Include procedures to be followed in circumstances in which the appropriate due
		diligence cannot be performed with respect to a Foreign Financial Institution
		account;

Page 9


	(vi)	Adopt and operate enhanced due diligence policies for certain Foreign Financial
		Institution accounts in compliance with 31 CFR 103.176;

	(vii)	Record due diligence program and maintain due diligence records relating to
		Foreign Financial Institution accounts; and

	(viii)	Report to the Fund about measures taken under (i)-(vii) above.

	(B)	Nothing in Section 3(b)(2) shall be construed to require BNYM to perform any course of
	conduct that is not required for Fund compliance with the FFI Regulations.

	(C)	Without limiting or expanding subsections (A) or (B) above, the parties agree this Section
3(b)(2) relates solely to Fund compliance with Section 312 of the USA PATRIOT Act and does not relate
to any other obligation the Fund may have under the USA PATRIOT Act, including without limitation
Section 326 thereof.

(3)	Customer Identification Program .

	(A)	To assist the Fund in complying with requirements regarding a customer identification
	program in accordance with applicable regulations promulgated by U.S. Department of Treasury
	under Section 326 of the USA PATRIOT Act (" CIP Regulations "), BNYM will do the
	following:

	(i)	Implement procedures which require that prior to establishing a new account in the Fund
		BNYM obtain the name, date of birth (for natural persons only), address and
		government-issued identification number (collectively, the " Data Elements ") for the
		" Customer " (defined for purposes of this Agreement as provided in 31 CFR 103.131)
		associated with the new account.

	(ii)	Use collected Data Elements to attempt to reasonably verify the identity of each new
		Customer promptly before or after each corresponding new account is opened. Methods
		of verification may consist of non-documentary methods (for which BNYM may use
		unaffiliated information vendors to assist with such verifications) and documentary
		methods (as permitted by 31 CFR 103.131), and may include procedures under which
		BNYM personnel perform enhanced due diligence to verify the identities of Customers
		the identities of whom were not successfully verified through the first-level (which will
		typically be reliance on results obtained from an information vendor) verification
		process(es).

	(iii)	Record the Data Elements and maintain records relating to verification of new Customers
		consistent with 31 CFR 103.131(b)(3).

	(iv)	Regularly report to the Fund about measures taken under (i)-(iii) above.

	(v)	If BNYM provides services by which prospective Customers may subscribe for shares in
		the Fund via the Internet or telephone, work with the Fund to notify prospective
		Customers, consistent with 31 CFR 103.131(b)(5), about the program conducted by the
		Fund in accordance with the CIP Regulations.

Page 10


	(B)	Nothing in Section 3(b)(3) shall be construed to require BNYM to perform any course of
	conduct that is not required for Fund compliance with the CIP Regulations, including by way of
	illustration not limitation the collection of Data Elements or verification of identity for
	individuals opening Fund accounts through financial intermediaries which use the facilities of the
	National Securities Clearing Corporation.

(4)	FinCEN Requests Under USA PATRIOT Act Section 314(a) . The Fund hereby engages BNYM
to provide certain services as set forth in this subsection (b) with respect to FinCEN Section 314(a)
information requests (" Information Requests ") received by the Fund. Upon receipt by BNYM of an
Information Request delivered by the Fund in full compliance with all 314(a) Procedures (as defined
below), BNYM will compare appropriate information contained in the Information Request against
relevant information contained in account records maintained for the Fund. Information relating to
potential matches resulting from these comparisons, after review by BNYM for quality assurance
purposes (" Comparison Results "), will be made available to the Fund in a timely manner. The Fund will
retain responsibility for filing reports with FinCEN that may be appropriate based on the Comparison
Results. In addition, a potential match involving a tax identification number will be analyzed by BNYM
in conjunction with other relevant activity contained in records for the particular relevant account, and if,
after such analysis, BNYM determines that further investigation is warranted because the activity might
constitute "suspicious activity", as that term is used for purposes of the USA Patriot Act, then BNYM will
deliver a suspicious activity referral to the Fund. " 314(a) Procedures " means the procedures adopted
from time to time by BNYM governing the delivery and processing of Information Requests transmitted
by BNYM's clients to BNYM, including without limitation requirements governing the timeliness,
content, completeness, format and mode of transmissions to BNYM.

(5)	U.S. Government List Matching Services .

	(A)	On a daily basis BNYM will compare Appropriate List Matching Data (as
	defined in subsection (C) below) contained in BNYM databases which are maintained for
	the Fund pursuant to this Agreement (" Fund Data ") to " U.S. Government Lists ", which
	is hereby defined to mean the following:

	(i)	data promulgated in connection with the list of Specially Designated Nationals published
		by the Office of Foreign Asset Control of the U.S. Department of the Treasury (" OFAC ")
		and any other sanctions lists or programs administered by OFAC to the extent such lists
		or programs remain operative and applicable to the Fund (" OFAC Lists ");

	(ii)	data promulgated in connection with the list of Non-Cooperative Countries and
		Territories (" NCCT List ") published by the Financial Action Task Force;

	(iii)	data promulgated in connection with determinations by the Director (the " Director ") of
		the Financial Crimes Enforcement Network of the U.S. Department of the Treasury that a
		foreign jurisdiction, institution, class of transactions, type of account or other matter is a
		primary money laundering concern (" PMLC Determination "); and

	(iv)	data promulgated in connection with any other lists, programs or determinations (A) of
		which BNYM notifies the Fund after determining it to be substantially similar in purpose
		to any of the foregoing lists, programs or determinations, or (B) which BNYM and the
		Fund agree in writing to add to the service described in this subsection (a). Comparisons
		to any list of which the Fund is notified pursuant to (A) may not be terminated without
		advance notice to the Fund.

Page 11


	(B)	In the event that following a comparison of Fund Data to a U.S. Government List
	as described in subsection (a) BNYM determines that any Fund Data constitutes a
	"match" with the U.S. Government List in accordance with the criteria applicable to the
	particular U.S. Government List, BNYM:

	(i)	will notify the Fund promptly of such match;

	(ii)	will send any other notifications required by applicable law or regulation by
		virtue of the match;

	(iii)	if a match to an OFAC List, will to the extent required by applicable law or
		regulation assist the Fund in taking appropriate steps to block any transactions or
		attempted transactions to the extent such action may be required by applicable
		law or regulation;

	(iv)	if a match to the NCCT List or a PMLC Determination, will to the extent
		required by applicable law or regulation conduct a suspicious activity review of
		accounts related to the match and if suspicious activity is detected will deliver a
		suspicious activity referral to the Fund;

	(v)	if a match to a PMLC Determination, will assist the Fund in taking the
		appropriate special measures imposed by the Director; and

	(vi)	will assist the Fund in taking any other appropriate actions required by applicable
		law or regulation.

	(C)	" Appropriate List Matching Data " means (A) account registration and alternate
	payee data, to the extent made appropriate by statutes, rules or regulations governing the
	U.S. Government Lists, (ii) data determined by BNYM in good faith in light of statutes,
	rules or regulations governing the U.S. Government Lists to be necessary to provide the
	services described in this Section 3(b)(5), and (iii) data the parties agree in writing to be
	necessary to provide the services described in this Section 3(b)(5).

(6)	Legal Process . The Fund hereby engages BNYM to provide certain services as set forth in this
subsection (6) with respect to legal process (civil and criminal subpoenas, civil or criminal seizure orders,
IRS civil or criminal notices including notices of lien or levy, other functionally equivalent legal process
as the parties mutually agree) received by the Fund and furnished to BNYM Regulatory Management at a
time and in a manner affording BNYM Regulatory Management reasonable opportunity to act on it
(" Legal Process "). The Fund shall have the sole and exclusive obligation to furnish the information,
documentation or other material requested by the Legal Process but BNYM will assist the Fund in
complying with the Legal Process after reviewing appropriate customer account activity. In addition, if
BNYM, after a review of the Legal Process and other pertinent account records, determines that such
information could indicate "suspicious activity", then BNYM will deliver a suspicious activity referral to
the Fund.

(7)	BNYM agrees to permit governmental authorities with jurisdiction over the Fund to conduct
examinations of the operations and records relating to the services performed by BNYM under this
Section 3(b) upon reasonable advance request and during normal business hours and to furnish copies at
the Fund's cost and expense of information reasonably requested by the Fund or such authorities and
relevant to the services, subject to pre-approval by the Fund of any such cost or expense.

Page 12


(8)	For purposes of clarification: All Written Procedures relating to the services performed by
BNYM pursuant to this Section 3(b) and any information, written matters or other recorded materials
relating to such services and maintained by BNYM shall constitute Confidential Information of BNYM,
except to the extent, if any, such materials constitute Fund records under the Securities Laws.

(9)	The Fund is solely and exclusively responsible for determining the applicability to the Fund of
the Bank Secrecy Act, the USA PATRIOT Act, regulations of FinCEN, and all other laws and
regulations, as they may be constituted from time to time (" Fund Applicable Laws "), for complying with
the Fund Applicable Laws, for determining the extent to which the AML Services assist the Fund in
complying with the Fund Applicable Laws, and for furnishing any supplementation or augmentation to
the AML Services it determines to be appropriate, and acknowledges that BNYM has given no advice and
makes no representations with respect to such matters. Section 3(b) of the Agreement shall not be
construed to impose on BNYM any obligation other than to engage in the specific course of conduct
specified by the provisions therein, and in particular shall not be construed to impose any other obligation
on BNYM to design, develop, implement, administer, or otherwise manage compliance activities of the
Fund. The services provided pursuant to this Section 3(b) may be changed at any time and from time to
time by BNYM in its reasonable sole discretion to include commercially reasonable provisions
appropriate to the relevant requirements of the Fund Applicable Laws and the description of services
contained in Section 3 shall be deemed revised accordingly without written amendment pursuant to
Section 16(a), provided the Fund shall be notified of any such changes.

(c)	Red Flags Services .

(1)	The Fund elects to receive, and BNYM agrees to provide, the Red Flags Services as described
below. This Section 3(c) of the Agreement is referred to as the " Red Flags Section ".

(2)	BNYM agrees, commencing as of the effective date of the Red Flags Requirements (as defined in
Section 3(c)(3) below) or the Execution Date, whichever is later, to provide the Fund with the " Red Flags
Services ", which is hereby defined to mean the following services:

(i)	BNYM will maintain written controls reasonably designed to detect the occurrence of Red Flags
	(as defined below) in connection with (i) account opening and other account activities and
	transactions conducted directly through BNYM with respect to Direct Accounts (as defined
	below), and (ii) transactions effected directly through BNYM by Covered Persons (as defined
	below) in Covered Accounts (as defined below). Such controls, as they may be revised from time
	to time hereunder, are referred to herein as the " Controls ". Solely for purposes of this Red Flags
	Section, the capitalized terms below will have the respective meaning ascribed to each:

	(A)	" Red Flag " means a pattern, practice, or specific activity or a combination of patterns,
		practices or specific activities which may indicate the possible existence of Identity Theft
		(as defined below) affecting a Registered Owner (as defined below) or a Covered Person.

	(B)	" Identity Theft " means a fraud committed or attempted using the identifying information
		of another person without authority.

	(C)	" Registered Owner " means the owner of record of a Direct Account on the books and
		records of the Fund maintained by BNYM as registrar of the Fund (the " Fund
		Registry ").

	(D)	" Covered Person " means the owner of record of a Covered Account on the Fund
		Registry.

Page 13


	(E)	" Direct Account " means an Account established directly with and through BNYM as a
		registered account on the Fund Registry and through which the owner of record has the
		ability to directly conduct account and transactional activity with and through BNYM

	(F)	" Covered Account " means an Account established by a financial intermediary for
		another as the owner of record on the Fund Registry and through which such owner of
		record has the ability to conduct transactions in Fund shares directly with and through
		BNYM.

	(G)	" Account " means (1) an account holding Fund Shares with respect to which a natural
		person is the owner of record, and (2) any other account holding Fund Shares with
		respect to which there is a reasonably foreseeable risk to the particular account owner's
		customers from identity theft, including financial, operational, compliance, reputation, or
		litigation risks.

(ii)	BNYM will provide the Fund with a printed copy of or Internet viewing access to the Controls.

(iii)	BNYM will notify the Fund promptly of Red Flags which it detects and reasonably determines to
	indicate a significant risk of Identity Theft to a Registered Owner or Covered Person (" Possible
	Identity Theft ") and assist the Fund in determining the appropriate response of the Fund to the
	Possible Identity Theft.

(iv)	BNYM will (A) engage an independent auditing firm or other similar firm of independent
	examiners to conduct an annual evaluation of the Controls and issue a report on the results of the
	testing (the " Audit Report "), and (B) furnish a copy of the Audit Report to the Company; and

(v)	Upon Fund request, issue a certification in a form determined to be appropriate by BNYM in its
	reasonable discretion, certifying to BNYM's continuing compliance with the Controls after the
	date of the most recent Audit Report.

(3)	The Fund agrees it is responsible for complying with and determining the applicability to the
Fund of Section 114 of the Fair and Accurate Credit Transaction Act of 2003 and regulations promulgated
thereunder (the "Red Flags Requirements"), for determining the extent to which the Red Flags Services
assist the Fund in complying with the Red Flags Requirements, and for furnishing any supplementation or
augmentation to the Red Flags Services it determines to be appropriate, and that BNYM has given no
advice and makes no representations with respect to such matters. This Red Flags Section shall not be
interpreted in any manner which imposes a duty on BNYM to act on behalf of the Fund or otherwise,
including any duty to take any action upon the occurrence of a Red Flag, other than as expressly provided
for in this Red Flags Section. Upon reasonable advance written notice to the Fund, the Controls and the
Red Flags Services may be changed at any time and from time to time by BNYM in its reasonable sole
discretion to include commercially reasonable provisions appropriate to the Red Flags Requirements, as
they may be constituted from time to time. The Fund shall pay BNYM the fee for Red Flags Services as
established by BNYM in the Fee Agreement.

(d)	Access To And Use Of The BNYM System . BNYM shall provide access and use to the BNYM
System (as defined in Schedule D) and the terms of Schedule D shall apply thereto.

4.	Confidentiality .

Page 14


(a)	Each party shall keep the Confidential Information (as defined in subsection (b) below) of the
other party in confidence and will not use or disclose or allow access to or use of such Confidential
Information except in connection with the activities contemplated by this Agreement or as otherwise
expressly agreed in writing. Each party acknowledges that the Confidential Information of the disclosing
party will remain the sole property of such party. In complying with the first sentence of this subsection
(a), each party will use the same degree of care it uses to protect its own confidential information, but in
no event less than a commercially reasonable degree of care.

(b)	Subject to subsections (c) and (d) below, " Confidential Information " means (i) this Agreement
and its contents, all compensation agreements, arrangements and understandings (including waivers)
respecting this Agreement, disputes pertaining to the Agreement, and information about a party's exercise
of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with
the Agreement (provided, however, that such information may be disclosed to a party’s accountants,
auditors and attorneys who have a need to know and who provide services to it under professional or
contractual obligations of confidentiality), (ii) information and data of, owned by or about a disclosing
party or its affiliates, customers, or subcontractors that may be provided to the other party or become
known to the other party in the course of the relationship established by this Agreement, regardless of
form or content, including but not limited to (A) competitively sensitive material, and not generally
known to the public, including, but not limited to, studies, plans, reports, surveys, summaries,
documentation and analyses, regardless of form, information about product plans, marketing strategies,
finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past, present or future business activities of the
Company or BNYM, their respective subsidiaries and Affiliates and the customers, clients and suppliers
of any of them; (B) scientific, technical or technological information, a design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense that its confidentiality
affords the Company or BNYM a competitive advantage over its competitors; (C) a confidential or
proprietary concept, documentation, report, data, specification, computer software, source code, object
code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable;
(D) information related to security, disaster recovery, business continuity and any other operational plans,
procedures, practices and protocols, and (E) anything designated as confidential, and (iii) to any extent
not included within clause (i) or clause (ii) above, with respect to BNYM, the Proprietary Items (as
defined in Schedule D).

(c) Information or data that would otherwise constitute Confidential Information under subsection (b)
above shall not constitute Confidential Information to the extent it:

(i)	is already known to the receiving party at the time it is obtained;
(ii)	is or becomes publicly known or available through no wrongful act of the receiving party;
(iii)	is rightfully received from a third party who, to the receiving party’s knowledge, is not under a
	duty of confidentiality;
(iv)	is released by the protected party to a third party without restriction; or
(v)	has been or is independently developed or obtained by the receiving party without reference to
	the Confidential Information provided by the protected party.

(d)	Confidential Information of a disclosing party may be used or disclosed by the receiving party in
the circumstances set forth below but except for such permitted use or disclosure shall remain
Confidential Information subject to all applicable terms of this Agreement:

(i)	as appropriate in connection with activities contemplated by this Agreement;

Page 15


(ii)	as required pursuant to a court order, subpoena, governmental or regulatory or self-regulatory
	authority or agency, law, regulation, or binding discovery request in pending litigation (provided
	the receiving party will provide the other party written notice of such requirement, to the extent
	such notice is permitted, and subject to proper jurisdiction, if applicable). The Parties
	acknowledge that the Investment Company is required to include this Agreement (and any
	amendments hereto), but not any fee schedules, as an exhibit to its registration statement and
	intends to do so;

(iii)	as requested by a governmental, regulatory or self-regulatory authority or agency or independent
	third party (such as the Investment Company’s independent public accounting firm) in connection
	with an inquiry, examination, audit or other review; or

(iv)	the information or data is relevant and material to any claim or cause of action between the
	parties or the defense of any claim or cause of action asserted against the receiving party.

(e)	Subject to the exceptions in (d), each party agrees not to publicly disseminate Confidential
Information of the other party or mutual Confidential Information.

(f)	The provisions of this Section 4 shall survive termination of this Agreement for a period of three
(3) years after such termination.

5.	Privacy .

(a)	Each party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions
of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public personal information of
investors in the Fund obtained under this Agreement, except disclosures in connection with carrying out
the services set forth in this Agreement or as otherwise permitted by law or regulation. BNYM agrees to
implement and maintain appropriate security measures to protect "personal information", as that term is
defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The
Commonwealth (" Massachusetts Privacy Regulation "), consistent with the Massachusetts Privacy
Regulation and any applicable federal regulations. Should additional privacy requirements be adopted by
the states, BNYM agrees to develop, if applicable, appropriate security measures to satisfy such privacy
requirements which shall be implemented upon the mutual agreement of the parties hereto as to the
compensation ( if any) to be paid to BNYM.

(b)	BNYM agrees that it shall promptly notify the Fund once it has determined that any security
breach involving possible unauthorized disclosure of or access to personal information related to the Fund
has occurred. Without limiting the remedies available to the Fund, should BNYM fail to report, or take
reasonable measures to resolve such a security breach, such failure shall be deemed to be a material
breach of this Agreement. BNYM agrees that this paragraph shall cover any of its affiliates,
subcontractors or agents that obtains access to personal information related to the Fund under this
Agreement, and that BNYM will be liable to the Fund for the compliance of such persons with this
provision. This paragraph will survive termination or expiration of the Agreement for so long as BNYM
continues to possess or have access to personal information related to the Fund.

6.	Cooperation with Accountants . BNYM shall cooperate with the independent public
accountants for the Fund and shall take commercially reasonable measures to furnish or to make available
to such accountants information relating to this Agreement and BNYM's performance of the obligations
hereunder as requested by such accountants and necessary for the expression of their opinion.

Page 16


7.	Ownership Rights . Ownership rights to property utilized in connection with the parties' use of
the BNYM System shall be governed by applicable provisions of Schedule D which are hereby
incorporated by reference into this Section 7, and shall apply, as if fully set forth herein.

8.	Disaster Recovery . BNYM shall enter into and shall maintain in effect with appropriate parties
one or more agreements making reasonable provisions for emergency use of electronic data processing
equipment to the extent appropriate equipment is available. In the event of equipment failures, BNYM
shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions.
BNYM shall have no liability with respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by BNYM's own intentional misconduct, bad faith
or reckless disregard in the performance of its duties under this Agreement and it maintains and acts in
accordance with its business continuity plan, which it shall make available to the Fund (in full or
summary form) upon reasonable request.

	(a)	Disaster Recovery Facility Services .

	(i)	In the event an unplanned condition renders the Fund’s normal operations facility located
	at Two International Place, Boston, Massachusetts to be inoperative (a “Disaster”), BNYM agrees
	to provide certain services on behalf of the Fund, as more fully described herein.

	(ii)	Upon notification by the Fund to BNYM of a Disaster, BNYM shall make available to
	the Fund the equipment and services at a BNYM facility in either Westborough or at such other
	BNYM facility in New England as described in the attached Schedule E of this Agreement.

9.	Compensation .

(a)	As compensation for services rendered by BNYM during the term of this Agreement, the Fund
will pay to BNYM such fees and charges (the " Fees ") as may be agreed to from time to time in writing by
the Fund and BNYM (the " Fee Agreement "). In addition, the Fund agrees to pay, and will be billed
separately in arrears for, reasonable expenses incurred by BNYM in the performance of its duties
hereunder (" Reimbursable Expenses ").

(b)	BNYM may establish demand deposit accounts or cash management accounts in its own name for
the benefit of the Fund at third party financial institutions which is qualified to serve as a custodian in
accordance with Section 17(f) of the 1940 Act (" Third Party Institution "), including without limitation
Third Party Institutions that may be an affiliate of BNYM (" Affiliated Third Party Institutions ") or a
client of BNYM, for the purpose of administering funds received by BNYM in the course of performing
its services hereunder (“ Service Accounts ”). In connection with the Service Accounts, the Company
acknowledges that one or more or a combination of one or more of the following may apply:

(i)	BNYM may receive (i) earnings from sweeping certain funds in the Service Accounts overnight
	into investment accounts or bank accounts at Third Party Institutions; and (ii) balance credits with
	respect to the funds in the Service Accounts not swept as described in clause (i). On a monthly
	basis, BNYM may offset Banking Charges (as defined below) posed on the Service Accounts by
	the Third Party Institutions (which are passed to the Fund) with imputed balance credits
	calculated on average balances held in the Service Accounts without reduction for amounts that
	might be swept as described in clause (i). The Fund shall be obligated to pay BNYM check
	clearing charges as disclosed in the Fee Agreement and BNYM may retain for its own account
	any sweep earnings and balance credits received from Third Party Institutions with respect to the
	Service Accounts. " Banking Charges " means the bank charges and bank service fees imposed
	by Third Party Institutions for the establishment and maintenance of the Fund's Service Account

Page 17


	and related banking services.

(ii)	BNYM may establish Service Accounts primarily or exclusively with Affiliated Third Party
	Institutions and retain funds primarily or exclusively in the Service Accounts at Affiliated Third
	Party Institutions. BNYM and its Affiliated Third Party Institutions may derive a benefit from
	the funds placed on deposit with the Affiliated Third Party Institutions in Service Accounts due to
	the availability of the funds for use by the Affiliated Third Party Institutions in their business. In
	the event an Affiliated Third Party Institution does not issue or pay balance credits or other
	credits or earnings on funds in the Service Accounts, BNYM will calculate for each calendar
	month an " Imputed Account Credit ", which is hereby defined to be the amount determined by
	multiplying (i) the average daily balance in the Fund's Service Account during the relevant
	month, times (ii) the number of days in the month divided by 365, times (iii) the 3-month
	Treasury Bill rate for secondary markets for the relevant month as reported by the Board of
	Governors of the Federal Reserve System at its Web site. BNYM shall pay the Banking Charges
	on the Service Accounts for the relevant month, except for check clearing charges as disclosed in
	the Fee Agreement.

(c)	In connection with BNYM's performance of cash settlement and other cash administration
services, the Fund acknowledges and agrees:

(i)	that in order to satisfy a Fund's same day settlement obligations with the NSCC or to satisfy any
	other another payment obligation of the Fund, BNYM may have to transfer out of a Fund's
	Service Account an amount of funds which exceeds the amount of funds then available for
	transfer in the relevant Service Account (" Overdraft Amount ");

(ii)	that BNYM is not obligated to transfer out of a Fund's Service Accounts any funds representing
	Overdraft Amounts and may in its sole discretion decline without liability hereunder to transfer
	out of a Fund Service Account funds representing Overdraft Amounts;

(iii)	that notwithstanding the absence of an obligation to do so, BNYM may elect to transfer out of
	the Fund's Service Accounts funds representing Overdraft Amounts as a courtesy to a Fund and
	to maintain BNYM's good standing with the NSCC and other participants in the financial
	services industry and that by electing to transfer funds representing Overdraft Amounts BNYM
	does not, even if it has transferred such funds as part of a regular pattern of conduct, waive any
	rights under this Section 9(c) or assume the obligation it has expressly disclaimed in clause (ii)
	above and BNYM may at any time in its sole discretion and without notice decline to continue
	to make such transfers;

(iv)	that the Fund is at all times obligated to pay to BNYM an amount of money equal to the
	Overdraft Amounts that have not been offset by credits posted to the relevant Service Account
	subsequent to the transfer of the Overdraft Amount and such amounts are payable, and shall be
	paid, by the Fund immediately upon demand by BNYM.

(d)	The undersigned hereby represents and warrants to BNYM that (i) the terms of this Agreement,
(ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNYM or to
the adviser or sponsor to the Fund in connection with this Agreement, including but not limited to any fee
waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments
made or to be made by BNYM to such adviser or sponsor or any affiliate of the Fund relating to the
Agreement have been fully disclosed to the Board of Directors of the Fund and that, if required by
applicable law, such Board of Directors has approved or will approve the terms of this Agreement, any
such fees and expenses, and any such benefits.

Page 18


(e)	No termination of this Agreement shall cause, and no provision of this Agreement shall be
interpreted in any manner that would cause, BNYM's right to receive payment of its fees and charges for
services actually performed hereunder, and Fund's obligation to pay such fees and charges, to be barred,
limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of
any nature.

(f)	To the extent that any service or course of conduct of BNYM or the Custodian provided
hereunder is configured or performed as it is in whole or in part due to parameters set forth in Shareholder
Materials, standards imposed by clearing corporations or other industry-wide service bureaus or
organizations, Fund policies or laws, rules or regulations in effect on the Effective Date and due to new or
amended provisions of any of the foregoing after the Effective Date BNYM or the Custodian develops,
implements or provides significantly modified, different, or new processes, procedures, resources or
functionalities to perform such service or course of conduct or to perform a related new service or course
of conduct, BNYM shall be entitled to fees appropriate for such processes, procedures, resources or
functionalities or as mutually agreed in writing by the parties.

(g)	In the event the Investment Company or any Fund or Portfolio of the Investment Company is
liquidated, ceases operations, dissolves or otherwise winds down operations (" Dissolution Event ") and
effects a final distribution to shareholders (a " Final Distribution "), the Investment Company and each
relevant Fund shall be responsible for paying to BNYM all fees and reimbursing BNYM for all
reasonable expenses associated with services to be provided by BNYM following the Final Distribution,
whether provided pursuant to a specific request of the Investment Company or the Fund or provided by
BNYM due to industry standards or due to obligations under applicable law or regulation by virtue of the
services previously performed for the Investment Company or the Fund (" Final Expenses "). In
connection with the foregoing, the Investment Company or the relevant Fund shall (i) notify BNYM as
promptly as practicable following first approval of the Dissolution Event or any aspect of the Dissolution
Event by its Board of Directors or Trustees, as appropriate, and furnish BNYM with copies of all
materials filed with the SEC or distributed to shareholders related thereto, (ii) calculate, set aside, reserve
and withhold from the Final Distribution all amounts necessary to pay the Final Expenses and shall notify
BNYM as far in advance as practicable of any deadline for submitting materials appropriate or necessary
for the determination of such amounts, and (iii) provide sufficient staff or other accommodations to
ensure timely payment of Final Expenses as they come due.

10.	Instructions .

(a)	Unless the terms of this Agreement or Written Procedures expressly provide, in the reasonable
discretion of BNYM, all requisite details and directions for it to take a specific course of conduct, BNYM
may, prior to engaging in a course of conduct on a particular matter, require the Fund to provide it with
Written Instructions with respect to the matter. BNYM's obligation to engage in a course of conduct
pursuant to the Written Instructions so provided by the Fund shall be determined exclusively by the
further provisions of this Section 10. BNYM shall be obligated to engage in a particular course of
conduct pursuant to communications received from the Fund other than those described in the two
immediately preceding sentences only if the communication constitutes a Written Instruction and only to
the extent provided for in the further provisions of this Section 10.

(b)	Whether received from the Fund in response to a request described in Section 10(a) or otherwise,
BNYM shall be obligated to act only on " Standard Instructions ", which is hereby defined to mean (i)
Instructions it receives which direct a course of conduct substantially similar in all material respects to a
course of conduct provided for in Written Procedures, or (ii) if Written Procedures provide for a particular
form of instructions to be used in connection with a matter (" Standard Instruction Form "), Instructions

Page 19


it receives on the Form or conforming in all material respects to the Form in the BNYM's sole judgment.

(c)	BNYM may in its sole discretion decline to follow any course of conduct contained in an
Instruction that is not a Standard Instruction (such course of conduct being a " Non-Standard
Instruction ") for a bona fide legal, commercial or business reason (" Bona Fide Reason "), including by
way of example and not limitation the following: (i) the course of conduct is not consistent or compliant
with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not
reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement,
(iii) the course of conduct requires a deviation from or conflicts or is inconsistent with Written
Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation,
or order or legal process of any nature, (v) the course of conduct is in conflict or inconsistent with or will
violate a provision of this Agreement, constitutes a unilateral amendment of the Agreement or a material
change to a service, or (vi) the course of conduct imposes on BNYM a risk, liability or obligation not
contemplated by this Agreement, including without limitation sanction or criticism of a governmental,
regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership,
participation or access rights or privileges in or to organizations providing common services to the
financial services industry, out-of-pocket costs and expenses the Fund does not agree to reimburse,
requires performance of a course of conduct customarily performed pursuant to a separate service or fee
agreement, requires a material increase in required resources, or is reasonably likely to result in a
diversion of resources, disruption in established work flows, course of operations or implementation of
controls, or (vii) BNYM lacks sufficient information, analysis or legal advice to determine that the
conditions in clauses (iv) and (vi) do not exist. In the event that BNYM declines to follow a Non-
Standard Instruction for any reason (including those included in the foregoing examples), it will
immediately notify the Fund and work cooperatively with the Fund to resolve the matter.

(d)	Notwithstanding the right reserved to BNYM by subsection (c) above:

(i)	BNYM may in good faith consider implementing a Non-Standard Instruction if the Fund agrees
	in a prior Written Instructions to reimburse BNYM for: the costs and expenses incurred in
	consulting with and obtaining the opinions or other work product of technical specialists, legal
	counsel or other third party advisors, consultants or professionals reasonably considered by
	BNYM to be appropriate to fully research, develop and implement the policies, procedures,
	operational structure and controls required to perform the Non-Standard Instruction (" External
	Research "), the costs and expenses associated with utilizing or expanding internal resources to
	research, develop and implement the policies, procedures, operational structure and controls
	required to perform the Non-Standard Instruction (" Internal Research ", and together with the
	External Research, the " Research "), and the fees and charges reasonably established by BNYM
	for performing the Non-Standard Instruction following its implementation. The Fund may, in
	place of agreeing to reimburse BNYM for the costs of Research, agree in such written
	authorization to provide BNYM at the Fund's cost and expense with all Research reasonably
	requested by BNYM.

(ii)	Following receipt of all requested Research, BNYM may, in its sole discretion, as an
	accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if
	it subsequently receives a Written Instruction containing terms satisfactory to it in its sole
	discretion, including without limitation terms constituting additional agreements with respect to
	fees, charges, and expenses, terms constituting appropriate warranties, representations and
	covenants, terms specifying with reasonable particularity the course of conduct constituting the
	Non-Standard Instruction and a provision providing for greater indemnification rights than
	provided for in the Agreement.

Page 20


(iii)	BNYM reserves the right following receipt of all External Research and Internal Research and
	notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a
	Bona Fide Reason.

(e)	BNYM will also not be obligated to act on any Instruction with respect to which it has reasonable
uncertainty about the meaning of the Instruction or which appears to conflict with another Instruction.
BNYM will advise the Fund by 6:00 PM (Eastern Time) on the same business day as the Instructions
were received, if such Instructions were received prior to 4:00 PM (Eastern Time), if it has uncertainty
about the meaning of an Instruction or if it appears to conflict with another Instruction, but BNYM will
have no liability for any delay between issuance of the initial Instruction and its receipt of a clarifying
Instruction.

(f)	In addition to any other provision of this Agreement that may be applicable to a particular Instruction,
BNYM may include in a form of instruction constituting a Standard Instruction, in addition to appropriate functional
terms and provisions, representations and covenants that BNYM reasonably believes to be appropriate (i) to
establish the authority of the issuing person, (ii) due to its role as an agent of a Fund, or (iii) due to obligations
imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of acting as an
agent of a Fund. In addition, BNYM may require third parties who purport to be authorized, or who the
Fund indicates has been authorized, to act on behalf of or for the benefit of the Fund in connection with
this Agreement to execute an instrument containing indemnification terms, representations and covenants
as BNYM may reasonably require prior to accepting the authority of the persons to so act or prior to
engaging in a course of conduct with them.

(g)	BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the
validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or
lack thereof of any Instruction, direction, notice, instrument or other information or communication from
the Fund which BNYM reasonably believes to have been given by an Authorized Person of the Fund
(" Fund Communication "). BNYM shall have no liability for engaging in a course of conduct in
accordance with any of the foregoing provided it otherwise acts in compliance with the Agreement.
BNYM shall be entitled to rely upon any Instruction it receives from an Authorized Person or from a
person BNYM reasonably believes to be an Authorized Person relating to this Agreement. BNYM may
assume that any Instruction received hereunder is not in any way inconsistent with the provisions of
organizational documents of the Fund, rules and regulations applicable to the Fund or of any vote,
resolution or proceeding of the Fund's Board of Trustees or of the Fund's shareholders.

(h)	BNYM may, in its discretion, decline to accept Oral Instructions with respect to a particular
matter under this Agreement and may require Written Instructions before engaging in a course of conduct
with respect to a particular matter under this Agreement. In the event BNYM accepts Oral Instructions,
the Fund agrees as a condition to BNYM's acceptance of the Oral Instructions, should Written
Instructions confirming Oral Instructions not be provided, BNYM's memorialization of the Oral
Instructions shall be conclusively presumed to be the controlling.

(i)	In the event facts, circumstances, or conditions exist or events occur, other than due to a breach
by BNYM of its Standard of Care, including without limitation situations contemplated by Section 10(e),
and BNYM reasonably determines that it must take a course of conduct in response to such situation and
must receive an Instruction from the Fund to direct its conduct, and BNYM so notifies the Fund, and the
Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions
(" Response Failure "):

(i)	BNYM will first endeavor to utilize internal resources to determine the appropriate course of
	conduct in response to the situation but will be entitled, subject to reasonable notice to the Fund
	and only thereafter at the Fund's sole cost and expense, to consult with legal counsel or other third

Page 21


	parties reasonably determined by BNYM to be appropriate to determine the appropriate course of
	conduct and the Fund will reimburse BNYM for out-of-pocket expenses so incurred upon being
	invoiced for same; and

(ii)	BNYM may implement a course of conduct on behalf of the Fund and BNYM will have all rights
	hereunder with respect to such course of conduct as if such course of conduct was taken pursuant
	to and contained in Written Instructions. The Fund will pay BNYM all fees reasonably charged
	by BNYM, if any, for engaging in the particular course of conduct and reimburse BNYM for all
	reasonably related out-of-pocket expenses incurred upon being invoiced for same.

11.	Terms Relating to Liability .

(a)	BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss
the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent
the Loss is caused by BNYM’s negligence, willful misconduct or bad faith in the performance of its
duties under this Agreement (" Standard of Care "). In the absence of a finding by a court of competent
jurisdiction to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care.

(b)	Notwithstanding any other provision, and for all purposes, of this Agreement: Neither party nor
its Affiliates shall be liable for any Loss (including Loss caused by delays, failure, errors, interruption or
loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance,
whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures
(including in the case of BNYM compliance with its business continuity plan) is beyond its reasonable
control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes
and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or
insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities,
transportation, computer or communications capabilities; non-performance by third parties (other than
subcontractors of BNYM for causes other than those described herein); or functions or malfunctions of
the internet, firewalls, encryption systems or security devices caused by any of the foregoing (all and any
of the foregoing being an " Event Beyond Reasonable Control ") . Upon the occurrence of an Event
Beyond Reasonable Control, the affected Party shall be excused from any non-performance caused by the
Event Beyond Reasonable Control (i) for so long as the Event Beyond Reasonable Control or damages
caused by it prevail and (ii) such party continues to use commercially reasonable efforts to attempt to
perform the obligation so impacted.

(c)	In no event shall BNYM or its affiliates, or any of its or their directors, officers, employees,
agents or subcontractors, be liable for any consequential, incidental, exemplary, punitive, special or
indirect damages, whether or not the likelihood of such damages was or should have been known or
foreseeable by BNYM or its affiliates, and regardless of whether any entity has been advised of the
possibility of such damages; except that in the event of any conflict between this Section 11(d) and the
terms of Schedule H ("As Of" Procedures), the terms of Schedule H shall prevail. The foregoing
limitation on liability shall not apply to damages to the extent arising from the bad faith, intentional
misconduct or gross negligence of BNYM. For purposes of clarification: no other provision of this
agreement shall be interpreted to condition, limit, modify, nullify or otherwise prevail in whole or in part
over this Section 11(d).

(d)	Each party shall have a duty to mitigate damages for which the other party may become
responsible.

Page 22


(e)	With respect to securities data, information and research furnished to BNYM by third parties and
included in the BNYM System (" Securities Data "), Company acknowledges that BNYM and such third
parties make no warranty concerning the Securities Data and BNYM disclaims all responsibility for the
Securities Data, including its content, accuracy, completeness, availability or timeliness of delivery, and
BNYM shall not be liable for Loss caused by Securities Data not being provided to it with the content and
at the time which is standard for the industry or which is required for performance of any service provided
for herein, including without limitation performance of the Licensed Services (as defined in Schedule D)
and other BNYM services provided for in Schedule D. For clarification, this Section 11(e) is not
intended, and shall not be interpreted, to restrict or abrogate in any manner rights that Company may have
against such third parties under agreements or otherwise, and such third parties shall not be third party
beneficiaries of this Section 11(e).

(f)	This Section 11 shall survive termination of this Agreement.

12.	Indemnification .

	(a)	The Fund will indemnify, defend and hold harmless BNYM, and its affiliates in
connection with services provided hereunder, and the respective directors, trustees, officers, agents and
employees of each, from and against any and all Losses, resulting from any Claim not resulting from the
willful misconduct, bad faith or negligence of BNYM (or of any agent of BNYM, including without
limitation, a sub-transfer agent contemplated hereby), and arising out of, or in connection with, its duties
on behalf of the Fund hereunder. In addition, the Fund will indemnify, defend and hold harmless BNYM,
and its affiliates in connection with services provided hereunder, and the respective directors, trustees,
officers, agents and employees of each, from and against any and all Losses resulting from any Claim as a
result of: (i) any action taken in accordance with Written or Oral Instructions, or share certificates
reasonably believed by BNYM to be genuine and to be signed, countersigned or executed, or orally
communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice
reasonably believed by BNYM to have been given by counsel for the Fund; or (iii) any action taken as a
result of any error or omission in any record which BNYM had no reasonable basis to believe was
inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm
copies) and was delivered, or caused to be delivered, by the Fund to BNYM in connection with this
Agreement. This Section 12(a) shall survive termination of this Agreement.

	(b)	BNYM will indemnify, defend and hold harmless the Fund and its respective directors,
trustees, officers, agents and employees against and from any and all Losses resulting from any Claim
resulting from the willful misconduct, bad faith or negligence of BNYM in performing its duties
hereunder, or arising out of, or in connection with, BNYM’s material breach of this Agreement. This
Section 12(b) shall survive termination of this Agreement.

	(c)	In any case in which a party may be asked to indemnify or hold the other party harmless,
the indemnifying party shall be advised of all pertinent facts concerning the situation in question and the
party seeking indemnification shall notify the indemnifying party promptly concerning any situation
which presents or appears likely to present a claim for indemnification. The indemnifying party shall have
the option to defend against any claim which may be the subject of this indemnification and, in the event
that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the
indemnifying party, and thereupon the indemnifying party shall take over complete defense of the claim
and the party seeking indemnification shall sustain no further legal or other expenses in such situation for
which it seeks indemnification. The party seeking indemnification will not confess any claim or make any
compromise in any case in which the indemnifying party will be asked to provide indemnification, except
with the indemnifying party’s prior written consent. This Section 12(c) shall survive termination of this
Agreement.

Page 23


13.	Duration and Termination .

(a)	This Agreement shall be effective on the Effective Date and continue, unless validly terminated
pursuant to this Section 13 prior thereto, until August 31, 2016 (the " Initial Term "). Following the
expiration of the Initial Term, this Agreement shall remain in effect but thereafter either party may
terminate this Agreement without cause by giving one hundred eighty (180) days prior written notice to
the other party.

(b)	If a party materially breaches this Agreement (a " Defaulting Party ") the other party (the
" Non-Defaulting Party ") may give written notice thereof to the Defaulting Party (" Breach Notice "), and
if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is
given, then the Non Defaulting Party may terminate this Agreement by giving written notice of
termination to the Defaulting Party (" Breach Termination Notice "), in which case this Agreement shall
terminate as of 11:59 PM (Eastern Time) on the 30th day following the date the Breach Termination
Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later
than the last day of the Initial Term or then-current term, as appropriate). In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it
might have under this Agreement or otherwise against the Defaulting Party.

(c)	In the event a majority of the non-interested members of the Board of Trustees of any Fund
determines in their sole discretion, in the exercise of their fiduciary duties and pursuant to their reasonable
business judgment after consultation with Eaton Vance, that BNYM has materially failed to perform in
accordance with the performance standards set forth in this Agreement, then such Fund or Funds may
terminate this Agreement by giving written notice to BNYM of such determination and BNYM shall have
60 days (or such longer period if the non-interested trustees so determine) to correct such performance to
the reasonable satisfaction of the non-interested trustees. If BNYM does not correct its performance to the
reasonable satisfaction of the non-interested trustees, such Fund or Funds may terminate this Agreement
on sixty (60) days written notice.

(d)	In the event of termination, all reasonable expenses agreed to in writing (" Conversion
Expenses ") associated with movement of records and materials and conversion thereof to a successor
transfer agent (" Conversion Actions ") will be borne by the Fund and paid to BNYM prior to any such
conversion, including without limitation (i) reasonable expenses incurred by BNYM associated with de-
conversion to a successor service provider, (ii) reasonable expenses associated with the transfer or
duplication of records and materials, (iii) reasonable expenses associated with the conversion of records
or materials and (iv) reasonable trailing expenses (expenses or fees incurred in BNYM providing services
after accounts have been transferred to a successor service provider, such as answering shareholder
inquiries, furnishing shareholder account information and providing tax services with respect to
transactions occurring before such transfer). In addition, in the event of termination, if BNYM continues
to perform any Conversion Actions or provides any other services hereunder, beyond any termination
date or time specified in any notice or in any other manner, the Fund shall be obligated to pay BNYM
immediately upon being invoiced therefor, all reasonable Conversion Expenses and all other Fees and
Reimbursable Expenses associated with the services BNYM continues to provide hereunder during such
period. BNYM's performance of any Conversion Actions is conditioned on the prior full performance by
the Fund, to BNYM's reasonable satisfaction, of its obligations under Section 3(a)(12)(C)(ii).

(e)	Notwithstanding any other provision of this Agreement, either party to this Agreement may in its
sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon
the happening of any of the following: (i) a party commences as debtor any case or proceeding under any
bankruptcy, insolvency or similar law, or there is commenced against such party any such case or

Page 24


proceeding; (ii) a party commences as debtor any case or proceeding seeking the appointment of a
receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its
property or there is commenced against such party any such case or proceeding; or (iii) a party makes a
general assignment for the benefit of creditors. Either party may exercise its termination right under this
Section 13(e) at any time after the occurrence of any of the foregoing events notwithstanding that such
event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be
construed as a waiver or other extinguishment of that right. Any exercise by a party of its termination
right under this Section 13(e) shall be without any prejudice to any other remedies or rights available to
such party and shall not be subject to any fee or penalty, whether monetary or equitable. For purposes of
clarification, any termination by BNYM pursuant to this provision shall be effective solely with respect to
the Fund that takes an action described in (i) through (iii) above.

14.	Policies and Procedures .

(a)	The parties acknowledge that the manner in which BNYM performs the services described in
Section 3 and to be provided under this Agreement involve processes, actions, functions, instructions,
consents, choices, the exercise of rights or performance of obligations, communications and other
components, both internal to BNYM and interactive between the parties, necessitated or made appropriate
by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and
minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that
BNYM shall perform the services provided for in this Agreement in accordance with the written policies,
procedures, manuals, documentation and other operational guidelines of BNYM governing the
performance of the services in effect at the time the services are performed (" Standard Procedures "),
that BNYM may from time to time revise its Standard Procedures (subject to timely notice of material
changes to the Fund), and that the Standard Procedures are expressly intended to supplement the
description of services provided for herein, but that the express terms of this Agreement will always
prevail in any conflict with the Standard Procedures. BNYM may embody in its Standard Procedures any
course of conduct which it reasonably determines is commercially reasonable or consistent with generally
accepted industry practices, principles or standards (" Industry Standard ") and in making such
determination may rely on such information, data, research, analysis and advice, including legal analysis
and advice, as it reasonably determines appropriate under the circumstances.

(b)	Notwithstanding any other provision of this Agreement, the following terms of this Section 14(b)
shall apply in the event facts, circumstances or conditions exist or events occur, other than due to a breach
by BNYM of its Standard of Care, which would require a service to be provided hereunder other than in
accordance with BNYM's Standard Procedures, or if BNYM is requested by the Fund, or a third party
authorized to act for the Fund, to deviate from a Standard Procedure in connection with the performance
of a service hereunder or institute a procedure with respect to which there is no Standard Procedure
(collectively, " Non-Standard Procedures "):

(i)	BNYM shall not under any circumstances be obligated to act in accordance with any
	communication, Written Instructions, processes or other direction or set of procedures which it
	determines in good faith in its discretion to constitute or require a Non-Standard Procedure,
	provided that it timely notifies the Fund of such determination. BNYM reserves the right prior to
	evaluating, developing or implementing a Non-Standard Procedure, incurring out-of-pocket
	expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non-
	Standard Procedure to require that the Fund agree in writing to reimburse BNYM for all costs and
	expenses incurred in connection with evaluating, developing and implementing a Non-Standard
	Procedure, including without limitation costs associated with consulting with and obtaining the
	opinions of programmers, specialists, legal counsel, consultants or other third parties reasonably
	considered by BNYM to be appropriate in light of the Non-Standard Procedure requested

Page 25


	(" Exception Research ") and the costs associated with utilizing internal resources to develop and
	implement the Non-Standard Procedure, and to pay the fees and charges established by BNYM
	for performing the Non-Standard Procedure. If such request is not made prior to any such action
	by BNYM, the Fund will have no obligation to pay such costs, fees and expenses. The Fund
	may, in place of agreeing to reimburse BNYM for the costs of Exception Research, agree in such
	written authorization to provide BNYM with all Exception Research reasonably requested by
	BNYM at the Fund's cost and expense.

(ii)	Following receipt of all requested Exception Research, BNYM may, in its sole discretion, as an
	accommodation and not pursuant to any obligation, agree to provide a Non-Standard Procedure if
	it receives a Written Instruction containing terms and conditions satisfactory to it in its sole
	discretion, including without limitation a provision providing indemnification greater and broader
	than that contained in the Agreement, terms constituting additional agreements with respect to
	fees, charges, and expenses, terms constituting appropriate warranties, representations and
	covenants, and terms specifying with particularity the course of conduct constituting the Non-
	Standard Procedure.

(iii)	BNYM reserves the right following receipt of all Exception Research and not withstanding such
	receipt to continue to decline to perform the Non-Standard Procedure for a Bona Fide Reason.

(c)	In the event that the Fund requests documentation, analysis or verification in whatsoever form
regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard
Procedure, BNYM will cooperate to furnish such materials as it may have in its possession at the time of
the request without cost to the Fund, but the Fund agrees that BNYM may request the Fund to reimburse
BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or
analysis, in obtaining additional materials in connection with the request prior to obtaining such advice,
analysis or materials.

15.	Notices . Notices permitted or required by this Agreement shall be in writing and:

(i)	addressed as follows, unless a notice provided in accordance with this Section 15 shall specify a
	different address or individual:

	(A)	if to BNYM, to BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway,
		Wilmington, Delaware 19809, Attention: President; with a copy to BNY Mellon
		Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809,
		Attention: Senior Counsel – Transfer Agency; and

	(B)	if to the Fund, c/o Eaton Vance Management, Two International Place, Boston, MA
		02110, Attention: Fund Secretary;

(ii)	delivered: by hand (personal delivery by an Authorized Person to addressee); private messenger,
	with signature of recipient; U.S. Postal Service (with return receipt or other delivery verification
	provided); overnight national courier service, with signature of recipient, or facsimile sending
	device providing for automatic confirmation of receipt; and

(iii)	deemed given on the day received by the receiving party.

16.	Amendments .

(a)	This Agreement, or any term thereof, including without limitation the Schedules, Exhibits and

Page 26


Appendices hereto, may be changed or waived only by a written amendment, signed by the party against
whom enforcement of such change or waiver is sought.

(b)	Notwithstanding subsection (a) above, in the event an officer of the Investment Company or other
person acting with apparent authority on behalf of the Investment Company requests that BNYM perform
some or all of the services provided for in this Agreement for a Fund or Portfolio not listed on Schedule
B , as amended, and such Fund or Portfolio accepts such services and the relevant Investment Company or
Portfolio pays amounts provided for in the Fee Agreement as Fees and Reimbursable Expenses, then in
the absence of an express written statement to the contrary such services are provided in accordance with
the terms of this Agreement and the Fund shall be bound by the terms of the then-current Agreement with
respect to all matters addressed herein, except that if the additional Fund or Portfolio receives under this
arrangement any service that differs materially from services provided for in the then-current Agreement
then BNYM may terminate the arrangement if within 60 days of the first acceptance of services from
BNYM by the Fund or Portfolio the Investment Company and BNYM do not execute a written
amendment to this Agreement (including Schedule B) on terms mutually acceptable to BNYM and the
Investment Company. BNYM and the Investment Company agree to negotiate the terms of such
amendment in good faith but each reserves the right to negotiate terms that differ from the then-current
terms of the Agreement and that it determines to be appropriate to the additional Fund or Portfolio. If an
additional Fund or Portfolio is to receive or does receive services under this arrangement and none of
such services differ materially from those provided for in the then-current Agreement, Company agrees to
enter into an amendment to Schedule B to include such Fund or Portfolio as promptly as practicable but
in no event later than within sixty (60) days following the first acceptance of services by the Fund or
Portfolio from BNYM.

17.	Delegation; Assignment . This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that any assignment of this
Agreement (as defined in the 1940 Act) to an entity shall require the written consent of the other party,
which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing: To the extent
appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to
services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or
subcontracting; BNYM may assign or transfer this Agreement to an Affiliate, provided that BNYM gives
the Investment Company thirty (30) days' prior written notice of such assignment or transfer and such
assignment or transfer does not impair the Investment Company's receipt of services under this
Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this
Agreement in place of BNYM; and upon notice to the Fund, BNYM may subcontract with, hire, engage
or otherwise outsource to any third party, which for the avoidance of doubt shall include Affiliates, with
respect to the performance of any one or more of the functions, services, duties or obligations of BNYM
under this Agreement and BNYM will be fully responsible for the actions or inactions of any such third
party to the same extent as if such actions or inactions had been taken by BNYM directly.

18.	Facsimile Signatures; Counterparts . This Agreement may be executed in one more
counterparts; but such counterparts shall, together, constitute only one instrument.

19.	Eaton Vance Obligations . Notwithstanding the provisions of this Agreement to the contrary, the
parties acknowledge, and the Fund accepts, that BNYM has entered into an agreement with Eaton Vance
pursuant to which Eaton Vance has agreed to perform on behalf of BNYM certain obligations of BNYM
to the Fund under this Agreement.

20.	Miscellaneous .

(a)	Entire Agreement . This Agreement embodies the final, complete, exclusive and fully integrated

Page 27


record of the agreement of the parties on the subject matter herein and supersedes all prior agreements
and understandings relating to such subject matter, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to delegated duties.

(b)	Non-Solicitation . During the effectiveness of this Agreement and for one year thereafter, the
Fund shall not, directly or indirectly, knowingly solicit or recruit for employment or hire, or make a
recommendation, or referral or otherwise knowingly assist or facilitate the solicitation or recruitment of
any BNYM employee, for employment by any other entity. To “knowingly” solicit, recruit, hire, assist or
facilitate, within the meaning of this provision, does not include, and therefore does not prohibit,
solicitation, recruitment or hiring of a BNYM employee by another entity if the BNYM employee was
identified solely as a result of the BNYM employee’s response to a general advertisement in a publication
of trade or industry interest or other similar general solicitation.

(c)	No Changes that Materially Affect Obligations . Notwithstanding any other provision of this
Agreement, the Fund agrees not to make any modifications to its registration statement or other
Shareholder Materials or to adopt any policies which would affect materially the obligations or
responsibilities of BNYM hereunder without the prior written approval of BNYM, which approval shall
not be unreasonably withheld or delayed. Such approval, if given, shall not constitute a waiver or
abridgment of any rights under this Agreement. The scope of services to be provided by BNYM under
this Agreement shall not be increased as a result of new or revised regulatory or other requirements that
may become applicable with respect to the Fund, unless the parties hereto expressly agree in writing to
any such increase.

(d)	Captions . The captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(e)	Information . The Fund will provide such information and documentation as BNYM may
reasonably request in connection with services provided by BNYM to the Fund.

(f)	Governing Law . The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, shall govern the interpretation, validity, and enforcement of this agreement. All actions
arising from or related to this Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and the parties hereby submit themselves to the exclusive jurisdiction of those courts .

(g)	Partial Invalidity . If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. In such
case, the parties shall in good faith modify or substitute such provision consistent with the original intent
of the parties.

(h)	Parties in Interest . This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Except with respect to those certain
provisions providing for rights of the Custodian or obligations of the Fund with respect to the Custodian,
and those certain provisions (including Section 19 of this Agreement) which may benefit affiliates of the
Parties, this Agreement is not for the benefit of any other person or entity and (ii) there shall be no third
party beneficiaries hereof.

(i)	No Representations or Warranties . Except as expressly provided in this Agreement, BNYM
hereby disclaims all representations and warranties, express or implied, made to the Fund or any other
person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness
for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of
any services or any goods provided incidental to services provided under this Agreement. BNYM

Page 28


disclaims any warranty of title or non-infringement except as expressly set forth in this Agreement.

(j)	Customer Identification Program Notice . To help the U.S. government fight the funding of
terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain,
verify, and record certain information that identifies each person who initially opens an account with that
financial institution on or after October 1, 2003. Certain of BNYM’s affiliates are financial institutions,
and BNYM may, as a matter of policy, request (or may have already requested) the name, address and
taxpayer identification number or other government-issued identification number of the Fund or others,
and, if such other is a natural person, that person's date of birth. BNYM may also ask (and may have
already asked) for additional identifying information, and BNYM may take steps (and may have already
taken steps) to verify the authenticity and accuracy of these data elements.

(k)	Compliance with Law . Each of BNYM and the Fund agrees to comply in all material respects
with the respective laws, rules, regulations and legal process applicable to the operation of its business
(" Applicable Laws "). The Fund agrees that BNYM is not obligated to assist the Fund with compliance,
or to bring the Fund into compliance, with the Fund's Applicable Laws, and that the Fund is solely
responsible for such compliance, except where BNYM has expressly agreed to provide that compliance
service as a service hereunder.

(l)	Requests to Transfer Information to Third Parties . In the event that the Fund, whether pursuant to
Written Instructions or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or
otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC,
NSCC or other SEC-registered clearing corporation, or to make available to such a third party for
retrieval from within the BNYM System, information which constitutes Confidential Information of the
Fund or non-public personal information of current or former investors in the Fund: BNYM may decline
to provide the information requested on the terms contained in the request, but will in good faith discuss
the request and attempt to accommodate the Fund with respect to the request due to legal or regulatory
concerns, transmission specifications not supported by BNYM, or other good faith reasons and BNYM
will not be obligated to act on any such request unless it agrees in writing to the terms of the information
transfer. In the event BNYM so agrees in writing to transfer information or make it available within the
BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by
BNYM; BNYM shall have no liability or duty with respect to such information after it releases the
information or makes it available within the BNYM System, provided BNYM has acted in accordance
with its Standard of Care in executing the express instructions of the written information transfer request;
and BNYM shall be entitled to the indemnification provided for at Section 12 in connection with the
activities contemplated by any such written information transfer request.

(m)	Service Indemnifications; Survival . Any indemnification provided to BNYM by the Fund in
connection with any service provided under the Agreement, including by way of illustration and not
limitation, indemnifications provided in connection with Non-Standard Instructions and indemnifications
contained in any agreements regarding Non-Standard Procedures (" Service Indemnifications "), shall
survive any termination of this Agreement. In addition, Sections 4, 5, 7, 9(d), 9(f), 9(g), 11, 12 and
provisions necessary to the interpretation of such Sections and any Service Indemnifications and the
enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement.
In the event the Board of the Fund authorizes a liquidation of the Fund or termination of the Agreement,
BNYM may request as a condition of any services provided in connection with such liquidation or
termination that the Fund make provisions reasonably satisfactory to BNYM for the satisfaction of
contingent liabilities outstanding at the time of the liquidation or termination.

(n)	Further Actions . Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.

Page 29


(o)	Liability of Trustees, Officers and Shareholders. The execution and delivery of this Agreement
have been authorized by the Trustees of the Investment Company and signed by an authorized Officer
thereof, acting as such, and neither such authorization by such Trustees nor such execution and delivery
by such Officer shall be deemed to have been made by any of them individually or to impose any liability
on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees
or shareholders of the Investment Company, but bind only the property of the Investment Company. No
series or class of an Investment Company shall be liable for the obligations of another series or class.

[Signature page follows.]

Page 30

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


BNY Mellon Investment Servicing (US) Inc.	Each Investment Company listed on Schedule B
	on behalf of each Fund (individually and
	separately, but not jointly)

By: /s/ Susan M. Frasu	By: /s/ Barbara Campbell
Name: Susan M. Frasu	Name: Barbara Campbell
Title: Managing Director	Title: Treasurer

Page 31

SCHEDULE A

Definitions

As used in this Agreement:

" 1933 Act " means the Securities Act of 1933, as amended.

" 1934 Act " means the Securities Exchange Act of 1934, as amended.

" 1940 Act " means Investment Company Act of 1940, as amended.

" Affiliate " means an entity controlled by, controlling or under common control with the subject entity,

with “control” for this purpose defined to mean direct or beneficial ownership of 50% or more of the

equity interests of an entity and possession of the power to elect 50% or more of the entity's directors,

trustees or similar persons performing policy-making functions.

" Authorized Person " means, with respect to the Fund, any officer of the Fund and any other person duly

authorized by an officer of the Fund, or any other person duly authorized by the foregoing Authorized

Person, in a manner reasonably satisfactory to BNYM to give Instructions on behalf of the Fund, and,

with respect to BNYM, employees designated in writing as authorized to receive emails as Written

Instructions (as provided in the definition of that term). Any limitation on the authority of an Authorized

Person to give Instructions must be expressly set forth in a written document signed by an officer of the

Fund.

" BNY Mellon Bank " means The Bank of New York Mellon, a New York chartered commercial bank and

affiliate of BNYM, and its lawful successors and assigns.

" BNY Mellon Investment Servicing Trust " means BNY Mellon Investment Servicing Trust Company, an

affiliate of BNYM, and its lawful successors and assigns.

" Claim " means any claim, demand, suit, action, obligation, liability, suit, controversy, breach, proceeding

or allegation of any nature, including any threat of any of the foregoing (including but not limited to those

arising out of or related to this Agreement) and regardless of the form of action or legal theory or forum.

" Code " means the Internal Revenue Code of 1986, as amended.

" conduct " or " course of conduct " means a single act, two or more acts, a single instance of an action not

being taken or of forbearance given, two or more instances of an action not being taken or of forbearance

given, or any combination of the foregoing.

"Eaton Vance" means Eaton Vance Management, a Massachusetts business trust.

" FinCEN " means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury.

" Fund Error " means the Fund or a third party acting on behalf of the Fund or conveying Fund data or

information committing an error, furnishing inaccurate, incorrect or incomplete data or information to

BNYM or BNY Mellon Investment Servicing Trust or by other act or omission requiring Remediation.

" Fund Shares " (see "Shares")

Page 32

" Instructions " means Oral Instructions and Written Instructions considered collectively or individually.

" Intellectual Property Rights " means copyright, patent, trade secret, trademark and any other proprietary

or intellectual property rights.

" Loss " and " Losses " means any one, or any series of related, losses, costs, damages, expenses, awards,

judgments, assessments, fines, penalties, payments, reimbursements, adverse consequences, liabilities or

obligations of any nature, including without limitation any of the foregoing arising out of any Claim and

all costs of litigation or threatened litigation such as but not limited to court costs, reasonable costs of

counsel, discovery, experts, settlement and investigation.

" Loss Date " means the date of occurrence of the event or circumstance causing a particular Loss, or the

date of occurrence of the first event or circumstance in a series of events or circumstances causing a

particular Loss.

" Oral Instructions " means oral instructions received by BNYM from an Authorized Person or from a

person reasonably believed by BNYM to be an Authorized Person. BNYM may, in its sole discretion in

each separate instance, consider and rely upon instructions it receives from an Authorized Person via

electronic mail as Oral Instructions.

" Portfolio " means each separate subdivision of the Fund, whether characterized or structured as a

portfolio, class, tier or otherwise, listed on Schedule B hereto or included within this Agreement by virtue

of the operation of Section 16(b).

" Remediation Services " means the additional services required to be provided hereunder by BNYM or

BNY Mellon Investment Servicing Trust in connection with a Fund Error in order to correct, remediate,

adjust, reprocess, repeat, reverse or otherwise modify conduct previously taken in accordance with the

Agreement to achieve the outcome originally intended by the previous conduct.

" SEC " means the U.S. Securities and Exchange Commission.

" Securities Laws " means the 1933 Act, the 1934 Act and the 1940 Act.

" Shareholder Materials " means the Fund's prospectus, statement of additional information and any other

materials relating to the Fund provided to Fund shareholders by the Fund.

" Shares " or " Fund Shares " means the shares or other units of beneficial interest of each Fund.

" Written Instructions " means (1) written instructions (i) which are signed by an Authorized Person of the

Fund (or a person reasonably believed by BNYM to be an Authorized Person of the Fund), (ii) which,

only in the case of a Standard Instruction Form, are agreed to in writing by BNYM on the instrument

containing the written instructions, (iii) which are addressed to and received by BNYM, and (iv) which

are delivered by (A) hand (personally delivery by the Authorized Person), (B) private messenger, U.S.

Postal Service or overnight national courier which provides confirmation of receipt with respect to the

particular delivery, or (C) facsimile sending device which provides automatic confirmation of the

standard details of receipt, (2) trade instructions transmitted to and received by BNYM by means of an

electronic transaction reporting system which requires use of a password or other authorized identifier in

order to gain access; and (3) electronic mail or "email" sent by an Authorized Person of the Fund to, and

acknowledged by, an Authorized Person of BNYM.

" Written Procedures " means, collectively, (i) Standard Procedures, and (ii) Non-Standard Procedures with

Page 33

respect to which BNYM has received the Written Instruction required by Section 14(b)(2).

-------------------------------------------------------------------------------------------------------------------------------

INDEX OF DEFINED TERMS

(includes defined terms through Schedule C; excludes terms defined in Schedule D solely for Schedule D)


Term	Location
1933 Act	Schedule A
1934 Act	Schedule A
1940 Act	Schedule A
314(a) Procedures	§ 3(b)(4)
Account	Schedule C, § (b)(i)(G)
Account Documentation	§ 3(a)(12)(C)(iii)
Additional Fund	§ 19(m)
Affiliate	Schedule A
Affiliated Third Party Institutions	§ 9(b)
Agreement	Preamble
AML	§ 3(b)(l)
AML Services	§ 3(b)
Applicable Laws	§ 19(k)
Appropriate List Matching Data	§ 3(b)(5)(C)
Audit Report	Schedule C, § (b)(iv)
Authorized Person	Schedule A
Banking Charges	§ 9(b)(i)
BNYM	Preamble
BNY Mellon Bank	Schedule A
BNY Mellon Investment Servicing Trust	Schedule A
BNYM System	§ 3(d)
Bona Fide Reason	§ 10(c)
Breach Notice	§ 13(c)
Breach Termination Notice	§ 13(c)
Change in Control	§ 13(d)(iv)
CIP Regulations	§ 3(b)(3)(A)
Claim	Schedule A
Code	Schedule A
conduct	Schedule A
Confidential Information	§ 4(b)
Comparison Results	§ 3(b)(4)
Controls	Schedule C, § (b)(i)
Conversion Actions	§ 13(e)
Conversion Expenses	§ 13(e)
course of conduct	Schedule A
Covered Account	Schedule C, § (b)(i)(F)
Covered Person	Schedule C, § (b)(i)(D)
Custodian	§ 3(a)(12)(C)
Customer	§ 3(b)(3)(A)(i)
Custodied Account	§ 3(a)(12)(C)
Data Elements	§ 3(b)(3)(A)(i)
Defaulting Party	§ 13(c)
Direct Account	Schedule C, § (b)(i)(E)

Page 34


Director	§ 3(b)(5)(A)(iii)
Dissolution Event	§ 9(h)
Early Termination	§ 13(d)
Early Termination Fee	§ 13(d)(ii)
Eaton Vance	Schedule A
Effective Date	Preamble
Eligible Assets	§ 3(a)(12)(A)(i)
Event Beyond Reasonable Control	§ 11(c)
Exception Research	§ 14(b)(i)
External Research	§ 10(d)(i)
Fee Agreement	§ 9(a)
Fees	§ 9(a)
FFI Regulations	§ 3(b)(2)(A)
Final Distribution	§ 9(h)
Final Expenses	§ 9(h)
FinCEN	Schedule A
Foreign Financial Institution	§ 3(b)(2)(A)(i)
Fund	Background
Fund Applicable Laws	§ 3(b)(9)
Fund Communication	§ 10(g)
Fund Custodian	§ 3(a)(1)(xiii)
Fund Data	§ 3(b)(5)(A)
Fund Error	Schedule A
Fund Registry	Schedule C, § (b)(i)(C)
Fund Shares	Schedule A
Identity Theft	Schedule C, § (b)(i)(B)
Imputed Account Credit	§ 9(b)(ii)
Industry Standard	§ 14(a)
Information Requests	§ 3(b)(4)
Initial Term	§ 13(a)
Instructions	Schedule A
Intellectual Property Rights	Schedule A
Internal Research	§ 10(d)(i)
Investment Company	Preamble
Legal Process	§ 3(b)(6)
Loss, Losses	Schedule A
Loss Date	Schedule A
Lost Shareholder Rule	§ 3(a)(11)(A)
Massachusetts Privacy Regulation	§ 5
Material Event	§ 3(a)(12)(C)(i)
NCCT List	§ 3(b)(5)(A)(ii)
Non-Defaulting Party	§ 13(c)
Non-Renewal Notice	§ 13(b)
Non-Standard Instruction	§ 10(c)
Non-Standard Procedures	§ 14(b)
OFAC	§ 3(b)(5)(A)(i)
OFAC Lists	§ 3(b)(5)(A)(i)
Oral Instructions	Schedule A
Overdraft Amount	§ 9(c)(i)

Page 35


Participant	§ 3(a)(12)(A)(ii)
PMLC Determination	§ 3(b)(5)(A)(iii)
Portfolio	Schedule A
Possible Identity Theft	Schedule C, § (b)(iii)
Red Flag	Schedule C, § (b)(i)(A)
Red Flags Requirements	Schedule C, § (c)
Red Flags Section	Schedule C, § (a)
Red Flags Services	Schedule C, § (b)
Registered Owner	Schedule C, § (b)(i)(C)
Reimbursable Expenses	§ 9(a)
Related Custodian Materials	§ 3(a)(12)(C)(iv)
Related Parties	§ 3(a)(12)(C)(iii)
Remediation Services	Schedule A
Removed Assets	§ 13(d)(vi)
Renewal Term	§ 13(b)
Research	§ 10(d)(i)
Response Failure	§ 10(i)
SEC	Schedule A
Securities Data	§ 11(h)
Securities Laws	Schedule A
Service Accounts	§ 9(b)
Service Indemnifications	§ 19(o)
Shareholder Materials	Schedule A
Shares	Schedule A
Standard Instruction Form	§ 10(b)
Standard Instructions	§ 10(b)
Standard of Care	§ 11(a)
Standard Procedures	§ 14(a)
Tax Advantaged Account	§ 3(a)(12)(A)(iii)
Third Party Institution	§ 9(b)
UCITA	§ 19(f)
U.S. Government Lists	§ 3(b)(5)(A)
Written Instructions	Schedule A
Written Procedures	Schedule A

[End of Schedule A]

Page 36

SCHEDULE B

(Dated: September 1, 2011)

THIS SCHEDULE B is Schedule B to that certain Transfer Agency Services Agreement effective as of September 1, 2011, between BNY Mellon Investment Servicing (US) Inc. and the following Investment Companies, individually and separately, but not jointly.

Funds or Portfolios marked with an asterisk (*) are pending registration with the Securities and Exchange Commission.


Investment Company	Fund	Portfolio(s)

Eaton Vance Growth Trust	Eaton Vance Asian Small Companies Fund	Classes A, B
	Eaton Vance Atlanta Capital Focused Growth Fund	Classes A, C, I
	Eaton Vance Atlanta Capital SMID Cap Fund	Classes A, I, C, R
	Eaton Vance Focused Growth Opportunities Fund	Classes A, C, I
	Eaton Vance Focused Value Opportunities Fund	Classes A, C, I
	Eaton Vance Greater China Growth Fund	Classes A, B, C, I
	Eaton Vance Multi Cap Growth Fund	Classes A, B, C
	Eaton Vance Richard Bernstein All Asset Strategy Fund*	Classes A, C, I
	Eaton Vance Richard Bernstein Equity Strategy Fund	Classes A, C, I
	(reflected name change effective 9 30 11)
	Eaton Vance Worldwide Health Sciences Fund	Classes A, B, C, I, R

Eaton Vance Investment Trust	Eaton Vance AMT Free Limited Maturity Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Massachusetts Limited Maturity Municipal Income	Classes A, B, C, I
	Fund
	Eaton Vance National Limited Maturity Municipal Income Fund	Classes A, B, C, I
	Eaton Vance New Jersey Limited Maturity Municipal Income Fund	Classes A, B, C, I
	Eaton Vance New York Limited Maturity Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund	Classes A, B, C, I

Eaton Vance Municipals Trust	Eaton Vance Alabama Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Arizona Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Arkansas Municipal Income Fund	Classes A, B, C, I
	Eaton Vance California Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Connecticut Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Georgia Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Kentucky Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Maryland Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Massachusetts Municipal Income Fund	Classes A, C, I
	Eaton Vance Michigan Municipal Income Fund	Classes A, C, I
	(proposed merger into the National Fund)
	Eaton Vance Minnesota Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Missouri Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Municipal Opportunities Fund	Classes A, I
	Eaton Vance National Municipal Income Fund	Classes A, B, C, I
	Eaton Vance New Jersey Municipal Income Fund	Classes A, C, I
	Eaton Vance New York Municipal Income Fund	Classes A, B, C, I
	Eaton Vance North Carolina Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Ohio Municipal Income Fund	Classes A, C, I
	Eaton Vance Oregon Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Pennsylvania Municipal Income Fund	Classes A, B, C, I

Page 37


	Eaton Vance Rhode Island Municipal Income Fund	Classes A, B, C, I
	(proposed merger into the National Fund)
	Eaton Vance South Carolina Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Tennessee Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Virginia Municipal Income Fund	Classes A, B, C, I

Eaton Vance Managed Income	2019 Municipals	Classes A, I
Term Trust *(not* *currently*	2029 Municipals	Classes A, I
*offered)*	2019 Investment Grade Corporates	Classes A, I
	2019 Investment Grade Non Financial Corporates	Classes A, I
	2019 Municipals	Classes A, I

Eaton Vance Municipals Trust II	Eaton Vance High Yield Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Tax Advantaged Bond Strategies Short Term Fund	Classes A, C, I
	Eaton Vance Tax Advantaged Bond Strategies Intermediate Term	Classes A, C, I
	Fund
	Eaton Vance Tax Advantaged Bond Strategies Long Term Fund	Classes A, C, I
	Eaton Vance Tax Advantaged Treasury Linked Strategies Fund (not
	currently offered)

Eaton Vance Mutual Funds Trust	Eaton Vance AMT Free Municipal Income Fund	Classes A, B, C, I
	Eaton Vance Atlanta Capital Horizon Growth Fund	Classes A, B, C, I
	Eaton Vance Build America Bond Fund	Classes A, C, I
	Eaton Vance Emerging Markets Local Income Fund	Classes A, C, I

	Eaton Vance Floating Rate Fund	Classes Advisers, A, B, C, I
	Eaton Vance Floating Rate Advantage Fund	Classes Advisers, A, B, C, I
	Eaton Vance Floating Rate & High Income Fund	Classes Advisers, A, B, C, I
	Eaton Vance Global Dividend Income Fund	Classes A, C, I, R
	Eaton Vance Global Macro Absolute Return Fund	Classes A, C, I, R
	Eaton Vance Global Macro Absolute Return Advantage Fund	Classes A, C, I, R
	Eaton Vance Government Obligations Fund	Classes A, B, C, I, R
	Eaton Vance High Income Opportunities Fund	Classes A, B, C, I
	Eaton Vance International Multi Market Local Income Fund	Classes A, C, I
	Eaton Vance Large Cap Core Research Fund	Classes A, C, I
	Eaton Vance Low Duration Fund	Classes A, B, C, I
	Eaton Vance Multi Strategy Absolute Return Fund	Classes A, B, C, I
	Eaton Vance Multi Strategy All Market Fund	Classes A, C, I
	Eaton Vance Parametric Structured Absolute Return Fund*
	Eaton Vance Parametric Structured Emerging Markets Fund	Classes A, C, I
	Eaton Vance Parametric Structured International Equity Fund	Classes A, C, I
	Eaton Vance Strategic Income Fund	Classes A, B, C, I, R
	Eaton Vance Tax Managed Equity Asset Allocation Fund	Classes A, B, C
	Eaton Vance Tax Managed Global Dividend Income Fund	Classes A, B, C, I
	Eaton Vance Tax Managed Growth Fund 1.1	Classes A, B, C, I, S
	Eaton Vance Tax Managed Growth Fund 1.2	Classes A, B, C, I
	Eaton Vance Tax Managed International Equity Fund	Classes A, B, C, I
	Eaton Vance Tax Managed Multi Cap Growth Fund	Classes A, B, C
	Eaton Vance Tax Managed Small Cap Fund	Classes A, B, C, I
	Eaton Vance Tax Managed Small Cap Value Fund	Classes A, B, C, I
	Eaton Vance Tax Managed Value Fund	Classes A, C, I
	Eaton Vance U.S. Government Money Market Fund	Classes A, B, C
	Parametric Structured Commodity Strategy Fund	I

Eaton Vance Series Trust	Eaton Vance Tax Managed Growth Fund 1.0	None

Eaton Vance Series Trust II	Eaton Vance Income Fund of Boston	Classes A, B, C, I, R

Page 38


	Eaton Vance Parametric Tax Managed Emerging Markets Fund	I

Eaton Vance Special Investment	Eaton Vance Balanced Fund	Classes A, B, C
Trust	Eaton Vance Commodity Strategy Fund	Classes A, C, I
	Eaton Vance Dividend Builder Fund	Classes A, B, C, I
	Eaton Vance Enhanced Equity Option Income Fund	Classes A, C, I
	Eaton Vance Equity Asset Allocation Fund	Classes A, C, I
	Eaton Vance Greater India Fund	Classes A, B, C, I
	Eaton Vance Investment Grade Income Fund	Classes A, I
	Eaton Vance Large Cap Growth Fund	Classes A, B, C, I, R
	Eaton Vance Large Cap Value Fund	Classes A, B, C, I, R
	Eaton Vance Parametric Option Absolute Return Strategy Fund	Classes A, C, I
	Eaton Vance Real Estate Fund	Classes A, I
	Eaton Vance Risk Managed Equity Option Fund	Classes A, C, I
	Eaton Vance Short Term Real Return Fund	Classes A, C, I
	Eaton Vance Small Cap Fund	Classes A, B, C, I, R
	Eaton Vance Small Cap Value Fund	Classes A, B, C, I
	Eaton Vance Special Equities Fund	Classes A, B, C, I
	Eaton Vance Tax Advantaged Bond Strategies Real Return Fund (not	Classes A, C, I
	currently offered)

Page 39

SCHEDULE C

[Reserved]

Page 40

SCHEDULE D

Terms And Conditions Governing Use Of The BNYM System


SECTION 0.		GENERAL

0.1	Capitalized Terms. Capitalized terms not defined in this Schedule D shall have the meaning ascribed to
them in the Main Agreement. Capitalized terms defined in this Schedule D shall have that meaning solely in this
Schedule D and not in any other part of the Agreement unless expressly stated otherwise in a specific instance.
References to Section numbers in this Schedule D shall mean Sections of this Schedule D unless expressly stated
otherwise in a specific instance. References to the "Agreement" in this Schedule D mean the Main Agreement and
this Schedule D.

0.2	Purpose. BNYM utilizes some components of the BNYM System to perform the Core Services. But
BNYM does not utilize all components of the BNYM System to provide the Core Services. Some components of
the BNYM System are maintained by BNYM and offered to customers solely to permit customers to access the data
and information maintained in the BNYM System in connection with the Core Services and put it to additional uses.
Consequently, the Company is given rights pursuant to this Schedule D (i) to access and use components of the
BNYM System, from the Company System (as defined in Section 2.7), to engage in activities that are separate and
distinct and apart from the activities engaged in by BNYM to provide the Core Services, and (ii) to authorize third
parties, the "Permitted Users", to access and use certain Component Systems to engage in activities that are also
separate and distinct and apart from the activities engaged in by BNYM to provide the Core Services. Such access
and use of the BNYM System by the Company from the Company System and by Permitted Users may include the
ability to input data and information into the BNYM System that BNYM utilizes in performing the Core Services
but which is not required for BNYM to perform the Core Services. The foregoing activities by the Company and
Permitted Users represent services supplemental to the Core Services. This Schedule D governs solely those
supplemental activities engaged in by the Company and Permitted Users. No part of this Schedule D is intended to
apply to the use of the BNYM System by BNYM or by the Company in connection with BNYM's performance of
the Core Services; only the Main Agreement is applicable to such use.

SECTION 1.		CERTAIN DEFINITIONS

" *Authorized Person* " means the officers and employees of Company and employees of Permitted Users who have
been authorized by the Company in accordance with the applicable Documentation and procedures of BNYM to
access and use the Licensed System or specific Component Systems and in connection with such access and use to
be issued Security Codes (as defined at Section 2.6(b) below).

" *BNYM Web Application* " means with respect to a relevant Component System the collection of electronic
documents and files, content, text, graphics, processes, functions, and software code, including, but not limited to,
HTML and XML files, Java and JavaScript files, graphics files, animation files, data, technology, scripts, programs,
interfaces and databases residing on a computer system maintained by or for BNYM, accessible via the Internet at
an Internet address furnished by BNYM for use of the particular Component System.

" *Company* " means the Investment Company.

" *Company Data* " means (i) data and information regarding each Fund and the shareholders and shareholder
accounts of each Fund which is inputted into the Licensed System and the content of records, files and reports
generated or derived from such data and information by the Licensed System, and (ii) Company 22c-2 Data (as
defined in Section 6.16(a) of this Schedule D). (For clarification: With respect to the term "derived", Company Data
does not include management reports, summary reports, compliance reports, reports on the effectiveness of controls
or any other types of reports containing aggregate data that the BNYM System derives from the Company Data and
the data of all other customers of BNYM for internal business purposes and that does not contain non-public
personal information of investors in the Fund).

Page 41


" *Company Web Application* " means the collection of electronic documents and files, content, text, graphics,
processes, functions, and software code, including, but not limited to, HTML and XML files, Java and JavaScript
files, graphics files, animation files, data, technology, scripts, programs, interfaces and databases residing on a
computer system maintained by or for the Company, connected to the Internet and utilized by the Company in
connection with its use of a Component System as contemplated by applicable Documentation.

" *Component System* " means, as of its relevant License Effective Date, each Listed System and each Support
Function that is part of the Licensed System and, subsequent to a relevant License Effective Date, such Listed
Systems and Support Functions as they may be changed as provided in subsection (b) of the definition of Licensed
System.

" *Copy* " , whether or not capitalized, means any paper, disk, tape, film, memory device, or other material or object on
or in which any words, object code, source code or other symbols are written, recorded or encoded, whether
permanent or transitory.

" *Core Services* " means the services described in the Main Agreement that BNYM is obligation to perform for
Company (for clarification: excluding the products and services provided pursuant to this Schedule D).

" *Documentation* " means any user manuals, reference guides, specifications, documentation, instruction materials
and similar recorded data and information, whether in electronic or physical output form, that BNYM makes
available to, provides access to or provides to the Company, and that describe how the Licensed System is to be
operated by users and set forth the features, functionalities, user responsibilities, procedures, commands,
requirements, limitations and capabilities of and similar information about the Licensed System.

" *Exhibit 1* " means Exhibit 1 to this Schedule D.

" *General Upgrade* " means (i) an Upgrade that BNYM in its sole and absolute discretion incorporates into the
Licensed System at no additional fees or charges to Company, and (ii) an Upgrade that BNYM offers to incorporate
into the Licensed System without charge or at such additional fees and charges as the parties shall agree in writing
and that Company accepts for incorporation into the Licensed System.

" *Harmful Code* " means any computer code intentionally designed to (a) disable, impair, delete, damage or corrupt
a computer processing system, computer network, computer service, a deliverable for any of the foregoing,
interface, data, files, software, storage media, or computer or electronic hardware or equipment; (b) impair in any
way the operation of any of the foregoing based on the elapsing of a period of time, advancement of a particular date
or other numeral (sometimes referred to as "time bombs," "time locks," or "drop dead" devices); or (c) permit a non-
authorized party to access, transmit or utilize, as appropriate, any computer processing system, computer network,
computer service, deliverable for any of the foregoing, interface, data, files, software, storage media, or computer or
electronic hardware or equipment without proper consent, (sometimes referred to as "lockups," "traps," "access
codes," or "trap door" devices); or (d) any other similar harmful or hidden procedures, routines or mechanisms.

" *Intellectual Property Rights* " means the legal rights, interests and protections afforded under applicable patent,
copyright, trademark, trade secret and other intellectual property laws.

" *License Effective Date* " means, with respect to each Component System of the Licensed System that Company is
given the right to access and use, the date as of which the Company is first given such right to access and use.

" *Licensed Services* " means all functions performed by the Licensed System.

" *Licensed System* " means, collectively:

(a)	as of its applicable License Effective Date, any one or more of the of the following: (i) any Listed System
to which the Company is given access to and use of by BNYM in its entirety; and (ii) any " *Support Function* " ,
which is hereby defined to mean any system, subsystem, software, program, application, interface, process,
subprogram, series of commands or function, regardless of the degree of separability from or integration with a
Listed Program, that Company is given access to and use of to support its utilization of a Listed System - items

Page 42


within "Support Function" and this clause (ii) could be one or more parts of a Listed System or could be items which
exist apart from any Listed System but which are provided to support utilization of a Listed System.

(b)	Updates, General Upgrades and Company Modifications (as defined at Section 2.16) to the Listed Systems
included within clause (a)(i) above and the systems, subsystems, software, programs, applications, interfaces,
processes, subprograms, series of commands and functions included within clause (a)(ii) above.

" *Listed Systems* " means the computer systems listed on Exhibit 1, whether mainframe systems, surround systems,
subsystems or component systems, and in the case of the NSCC and CMS means as well the separate and distinct
component systems of NSCC and CMS that BNYM may give Company access to and use of at Company's request
in lieu of access to and use of the entire NSCC or CMS.

" *Main Agreement* " means the part of this Agreement that commences on the first page and ends with but includes
Schedule A, excluding Section 3(d) (which incorporates this Schedule D into the Agreement).

" *Marks* " means trademarks, service marks and trade names as those terms are generally understood under
applicable intellectual property laws and any other marks, names, words or expressions of a similar character.

" *Permitted User* " means a person other than an employee of the Company who is authorized by the Company
pursuant to and in accordance with Section 2.1(a)(ii) and all applicable Documentation to access and use one or
more specific Component Systems, for the avoidance of doubt, this may include properly authorized employees of
Eaton Vance Management, an affiliate of the Company.

" *Product Assistance* " means assistance provided by BNYM personnel regarding the Licensed System, including
regarding its impact on other software, functionality, usage and integration.

" *Proprietary Items* " means:

(a)	(i) All contents of the Listed Systems, (ii) all systems, subsystems, software, programs, applications,
interfaces, processes, subprograms, series of commands or functions, regardless of the degree of separability from or
integration with a Listed Program, and whether or not part of a Listed Program, that BNYM may at any time provide
any customer with access to and use of to support the customer's s utilization of a Listed System, including the
Support Functions, (iii) all systems, subsystems, software, programs, applications, interfaces, processes,
subprograms, series of commands or functions which BNYM utilizes in providing any of the services, or engaging
in any of the activities, contemplated by this Agreement, (iv) all systems, subsystems, software, programs,
applications, interfaces, processes, subprograms, series of commands or functions owned, leased, licensed or
sublicensed by BNYM which interface with, provide data to or receive data from any of the foregoing, and (v) all
updates, upgrades, revisions, modifications, refinements, releases, versions, instances, translations, enhancements
and improvements to and of all or any part of the foregoing, whether in existence on, or occurring prior to or
subsequent to, the Effective Date (collectively, the " *BNYM Software* " );

(b)	all facilities, central processing units, nodes, equipment, storage devices, peripherals and hardware utilized
by BNYM in connection with the BNYM Software (the " *BNYM Equipment* " );

(c)	all documentation materials relating to the BNYM Software, including materials describing functions,
capabilities, dependencies and responsibilities for proper operation of the Licensed System, including the
Documentation, and all updates, upgrades, revisions, modifications, refinements, releases, versions, translations,
enhancements and improvements to or of all or any part of foregoing (the " *BNYM Documentation* " , and together
with the BNYM Software and the BNYM Equipment, the " *System* " or the " *BNYM System* " ) and all versions of the
BNYM System as they may exist after the Effective Date or may have existed at any time prior to the Effective
Date;

(d)	all methods, concepts, visual expressions, screen formats, file and report formats, interactivity techniques,
engine protocols, models and design features used in the BNYM System;

(e)	source code and object code for all of the foregoing, as applicable;

Page 43


(f)	all derivative works, inventions, discoveries, patents, copyrights, patentable or copyrightable items and
trade secrets prepared or furnished by or for BNYM in connection with the performance of the services or in
connection with any activities of the parties related to this Agreement;

(g)	all materials related to the testing, implementation, support and maintenance of all of the foregoing;

(h)	all other documentation, manuals, tutorials, guides, instructions, policy and procedure documents and other
materials in any recorded medium prepared or furnished by or for BNYM in connection with the performance of the
Licensed Services or in connection with any activities of the parties related this Agreement;

(i)	the contents of all databases and other data and information of whatsoever nature in the BNYM System,
other than Company Data, whether residing in the BNYM System or existing outside the BNYM System in recorded
form whether in hardcopy, electronic or other format; and

(j)	all copies of any of the foregoing in any form, format or medium.

" *Terms of Use* " means any privacy policy, terms of use or other terms and conditions made applicable by BNYM in
connection with the Company's or a Permitted User's access to and use of a Component System or a BNYM Web
Application or other access site or access method.

" *Third Party Products* " means the products or services of parties other than BNYM that constitute part of the
Licensed System.

" *Third Party Provider* " means licensors, subcontractors and suppliers of BNYM furnishing the Third Party
Products.

" *United States* " means the states and the District of Columbia of the United States.

" *Update* " means a modification to a Component System necessary to maintain the operation of the Component
System in compliance with the Documentation in effect as of the Component System's applicable License Effective
Date and includes without limitation modifications correcting any design or operational errors in the Component
System and modifications enabling the Component System to be operated in any revised operating environment
issued by BNYM and excludes Upgrades.

" *Upgrade* " means an enhancement to a Component System as it exists on its applicable License Effective Date,
new features and new functionalities added to the Component System as it exists on its applicable License Effective
Date, and all revisions, modifications, refinements, releases, enhancements and improvements to a Component
System as it exists on its applicable License Effective Date which change the operation of Component System rather
than just bring it into compliance with the applicable Documentation.

SECTION 2.		LICENSED RIGHTS AND COMPANY OBLIGATIONS

*2.1*	*Licensed Rights* .

(a)	(i)	BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and
use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by
Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and
telecommunication lines designated by BNYM, strictly for the business purposes of the Company, solely in support
of the Core Services and solely for so long as any applicable fees are paid by Company.

	(ii)	The license granted by Section 2.1(a)(i) includes, where such access and use is expressly
contemplated by the Documentation applicable to a particular Component System to which the Company has been
given access and use, the right to authorize persons not employees of the Company to access and use in the United
States the specified Component System strictly in compliance with applicable Documentation, through the interfaces
and telecommunication lines designated by BNYM, solely in support of the Core Services and solely for so long as

Page 44


any applicable fees are paid by Company. Except with respect to Fund shareholders seeking to access IAM, to
exercise the right contained in this Section 2.1(a)(ii) the Company must complete system access forms provided by
BNYM, furnish any information reasonably requested by BNYM and otherwise cooperate in complying with
reasonable system access procedures established by BNYM. Access to IAM for Fund shareholders shall occur in
accordance with the Documentation applicable to IAM. Upon the exercise by Company of the right contained in
this Section 2.1(a)(ii), the term Company shall be redefined for all purposes of this Agreement to mean the
Company and all Permitted Users, individually and collectively, unless in an individual case the context clearly
requires that the definition be restricted solely to the Company.

(b)	BNYM hereby grants to each of the Company, through its officers, and Eaton Vance Management ("Eaton
Vance") as a Permitted User, through its employees, a limited, nonexclusive, nontransferable license to access and
use the Licensed System and Documentation from outside the United States, solely in accordance with applicable
Documentation, by first establishing connectivity with the computer system of Company or Eaton Vance
Management located in the United States, and accessing and using the Licensed System through such connection
and through the interfaces and telecommunication lines designated by BNYM for the access and use by the
Company in the United States pursuant to Section (a)(i), strictly for the internal business purposes of the Company
and Eaton Vance, solely in support of the Core Services and solely for so long as any applicable fees are paid by
Company, provided the Company or Eaton Vance gives at least thirty (30) days advance notice of such to BNYM
and BNYM consents in writing (an email is writing for this purpose) to the access and use. BNYM may not
unreasonably withhold or delay such consent. It shall be reasonable for BNYM to withhold such consent if in its
reasonable judgment such access and use (A) would involve the export of Proprietary Items other than the
Documentation, (B) would subject BNYM to taxation or other liabilities in a jurisdiction outside the United States,
(C) would be a violation of any applicable law, regulation, order or other legal authority, or (D) would occur in a
"Prohibited Country", which is hereby defined to be Cuba, Iran, Libya, North Korea, Sudan, Syria and any other
country that by action of the US Government (by Executive Order or other binding Presidential pronouncement, by
law or by action taken by any agency, unit, department or instrumentality of the US Government) becomes (i)
subject to US export controls for anti-terrorism reasons, or (ii) a country with which US citizens are prohibited from
engaging in financial or other transactions. BNYM hereby waives advance notice of and consents to access and use
from the United Kingdom or Ireland. BNYM may revoke a consent it has given in or pursuant to this Section 2.1(b)
upon notice to the Company or Eaton Vance if in its reasonable judgment it determines that any one of the
circumstances described in clauses (A) through (D) above have become applicable to particular access and use from
outside the United States. For clarification: the license granted by this Section 2.1(b) does not include the right to
authorize persons who are not officers of the Company and not employees of Eaton Vance to access and use the
Licensed System.

(c)	The Company shall be responsible and liable for compliance by Permitted Users with all applicable terms
of the Agreement as if the Permitted Users were its own employees. Upon termination of the Main Agreement, all
authorizations of Permitted Users by the Company immediately shall be terminated by BNYM. Company may not,
and shall not under any circumstances grant sublicenses to any right granted by this Section 2.1 or subcontract or
delegate any right granted by this Section 2.1 or use the Licensed System to provide services to third parties, other
than shareholders of its Funds, or for any other purpose other than that described in Sections 2.1(a) and (b).

(d)	The grant of rights in this Section 2.1 shall be construed narrowly. No grant of license is made hereunder
to Company or any other party, except the license to Company expressly provided in this Section 2.1. The rights
granted by this Section 2.1 shall immediately terminate without further action required on anyone's part, including
without prior notification, upon the termination or expiration of the Agreement. BNYM and its licensors reserve all
rights in the BNYM System not expressly granted to Company in this Section 2.1. Nothing in this Section 2.1 shall
be construed to give Company rights of any nature in source code. The rights granted to Company by this Section
2.1 are sometimes referred to herein as the " *Licensed Rights* " .

(e)	For clarification:

	Company may be given access to and use of a Listed System which contains integration points or links to
one or more Support Functions that are part of a Listed System to which the Company has not been given access and
use ( " *Linked Functions* " ). The Licensed Rights granted by this Section 2.1 to access and use a particular Listed
System containing integration points or links to Linked Functions includes the right to access and use such Linked

Page 45


Functions, does not include the right to use the entire Listed System containing the Linked Functions or other
subsystems, software, programs, applications, interfaces, processes, subprograms, series of commands or functions
in that Listed System. To the extent exercise of Licensed Rights hereunder inadvertently or otherwise results in
access to or use of a Component System or other system, subsystem, software, program, application, interface,
process, subprogram, series of commands or function which is not part of the its Licensed System, all terms of this
Agreement shall apply to such access and use.

*2.2*	*Documentation* . Company shall use the Licensed System solely and strictly in accordance and compliance
with the Documentation provided or made available to Company by BNYM from time to time and any
specifications contained therein. Company may use only the number of copies of the Documentation that are
provided to Company and may not make any additional copies of such Documentation, except that Company may
copy the Documentation to the extent reasonably necessary for use in training, routine backup and disaster recovery
purposes and upon request of an applicable regulatory authority. Company shall pay BNYM such fees as it has
established for copies of the Documentation, if any, as listed in the Fee Agreement.

*2.3*	*Third Party Software and Services* . Company acknowledges that Third Party Products may constitute part
of the Licensed System. Company’s use of Third Party Products shall be subject to the terms and conditions of this
Agreement; provided , however , access, use, maintenance and support of Third Party Products made available to
Company after an applicable License Effective Date may be conditioned upon Company’s execution of an
agreement with the applicable Third Party Provider ( " *Third Party Agreement* " ) which would provide for certain
rights and obligations between the Company and the Third Party Provider ( " *Direct Third Party Product* " ), in which
case the terms of the Third Party Agreement will also apply to Company's use of the particular Third Party Product.
Notwithstanding the foregoing sentences of this Section 2.3, Company acknowledges that BNYM is not responsible
for, nor does BNYM warrant the performance or other features of, nor can it fix errors or defects in, third party
software and services and BNYM’s sole obligation with respect to third party software and services is to inform the
third party of any errors, defects, deficiencies or other matters regarding the third party software and services of
which BNYM is made aware by Company.

*2.4*	*Compliance With Applicable Law* . Company shall comply with all laws, regulations, rules and orders of
whatsoever nature of governmental bodies and authorities (whether legislative, executive, independent, self-
regulatory or otherwise) applicable to the business or activities in connection with which it utilizes the Licensed
System.

*2.5*	*Responsibility For Use* .

(a)	The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and
information required by the Documentation and the specifications therein for the Licensed System to function and
perform in accordance with the Documentation, other than the data and information residing in the Licensed System
in connection with BNYM's performance of the Core Services. BNYM shall have no liability or responsibility for
any Loss caused in whole or in part by the Company's or a Permitted User's exercise of the Licensed Rights or use of
the Licensed System or by data or information of any nature inputted into the Licensed System by or under the
direction or authorization of Company or a Permitted User; provided , however , this Section 2.5 shall not relieve
BNYM of its obligation to act in accordance with the Standard Of Care with respect to the services described in
Section 3 of the Main Agreement. Company shall be responsible and solely liable for the cost or expense of
regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have
failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or
incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it
is generated by the System ( " *Data Faults* " ).

(b)	Company agrees to that is will make a good faith effort to ensure that the data transmitted to the Licensed
System by or under the direction or authorization of Company or Permitted Users will not disrupt, disable, harm, or
otherwise impede in any manner the operation of the Licensed System or any associated software, firmware,
hardware, or BNYM computer system or network.

*2.6*	*Internal Control Obligations* .

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(a)	Company shall adopt and implement commercially reasonable internal control procedures regarding the use
of the Licensed System, which internal control procedures shall be reasonably designed to ensure that any use of the
Licensed System complies with (i) Sections 2.1, 2.2, 2.6, 2.12, 2.17, 2.20 and 3.4 of this Schedule D, and (ii)
applicable Documentation.

(b)	Company shall establish and adhere to security policies and procedures intended to (i) safeguard the
System from unauthorized or improper access and use from equipment utilized by the Company, (ii) safeguard the
integrity and validity of any user identifications, access passwords, mnemonics and other security data elements
related to accessing the Licensed System or any Component System ( " *Security Codes* " ), and (iii) prevent
unauthorized access to and protect electronically stored, processed or transmitted information. Such policies and
procedures shall be at least equal to industry standards and any higher standard agreed upon by the Parties.

(c)	Unless Company obtains prior written permission from BNYM, Company shall permit only Authorized
Persons to use Security Codes assigned to or selected by Company with respect to the Licensed System. The
Security Codes shall constitute Confidential Information of both Company and BNYM under the Agreement subject
to all obligations thereunder, and Company shall not permit access to Security Codes to any person other than
Authorized Persons. Company shall notify BNYM immediately if Company has reason to believe that any person
who is not an Authorized Person has obtained access to a Security Code or accessed or used the Licensed System,
that an Authorized Person has accessed or used the Licensed System using Security Codes not assigned to that
Authorized Person, that any other loss of confidentiality with respect to a Security Code has occurred or the security
of the Licensed System has otherwise been breached.

(d)	Company shall verify and confirm all information entered on the Licensed System and shall notify BNYM
of any error in any information entered on the Licensed System as soon as practicable following Company’s
knowledge of such error.

(e)	Company will not recirculate, redistribute or otherwise retransmit or re-rout the Licensed System to any
third party or authorize the use of any information included on the Licensed System on any equipment or display not
authorized by BNYM without BNYM’s prior express written approval.

*2.7*	*Company Resources* .

(a)	Company will be solely responsible, at Company's expense, for procuring, maintaining, and supporting all
third-party software and all workstations, personal computers, printers, controllers or other hardware or peripheral
equipment at Company's sites (" *Company System* ") required for Company to operate the Licensed System in
accordance with the Documentation and specifications provided by BNYM from time to time. BNYM will provide
Company with specifications for Company System, including any requirements relating to the connection and
operation of Company System with the Licensed System and Third Party Products. Company shall conform its
operating system environment to the operating system requirements provided by BNYM for the Licensed System.
Company will support and maintain Company's System as necessary to ensure its operation does not impact the
Licensed System adversely or otherwise in a manner not contemplated by the Documentation.

(b)	Company shall, at its own expense, devote such of the Company System and other equipment, facilities,
personnel and resources reasonably necessary to (a) implement the Licensed System, (b) be trained in the use of the
Licensed System, (c) perform timely any electrical work and cable installation necessary for Company’s use of the
Licensed System, and (d) begin using the Licensed System on a timely basis. BNYM shall not be responsible for
any delays or fees and costs associated with Company’s failure to timely perform its obligations under this Section
2.7.

*2.8*	*Company Telecommunications and Data Transmissions* . Company will be solely responsible for
complying at all times with telecommunications requirements designated by BNYM for use of the Licensed System.
Any data or information electronically transmitted by or on behalf of Company to the Licensed System will be so
transmitted solely and exclusively in the format specified by BNYM.

*2.9*	*[Reserved]*

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*2.10*	*Certifications and Audits* . Company shall promptly complete and return to BNYM any certifications
which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the
Licensed System in compliance with all material terms and conditions set forth in this Agreement. BNYM may, at
its expense and after giving reasonable advance written notice to Company, enter Company locations during normal
business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation
in Company's possession, and the scope of use and information pertaining to Company's compliance with the
provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an
independent auditor acting on its behalf.

*2.11*	*Taxes* . The amounts payable by Company to BNYM in consideration of the performance of services by
BNYM under the Agreement, including providing access to and use of the Licensed System pursuant to this
Schedule D, do not include, and Company will timely pay, all federal, state and local taxes based on Company's use
of the Licensed System or receipt of Documentation (including sales, use, excise and property taxes), if any,
assessed or imposed in connection therewith, excluding any taxes imposed upon BNYM based upon BNYM's net
income. BNYM undertakes to inform the Company of any such tax promptly upon receiving notification from any
taxing jurisdiction.

*2.12*	*Use Restrictions* .

(a)	Company will not do or attempt to do, and Company will not knowingly permit any other person or entity
to do or attempt to do, any of the following, directly or indirectly:

(i)	use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by
	this Agreement;
(ii)	make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement;
(iii)	create, recreate or obtain the source code for any Proprietary Item;
(iv)	refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs,
	applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider;
(v)	modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge
	any Proprietary Item or part thereof with or into any other product or service not provided for in this
	Agreement and not authorized in writing by BNYM;
(vi)	remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or
	encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices
	in any copy of any Proprietary Item made by Company;
(vii)	sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property
	Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to
	any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to
	access or use any Proprietary Item, whether on Company's behalf or otherwise;
(viii)	subcontract for or delegate the performance of any act or function involved in accessing or using any
	Proprietary Item, whether on Company's behalf or otherwise;
(ix)	reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify
	the circuit design, algorithms, logic, source code, object code or program code or any other properties,
	attributes, features or constituent parts of any Proprietary Item;
(x)	take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or
	Intellectual Property Right of BNYM, provided, however, that the foregoing shall not be construed to
	impair Company’s rights to define and defend intellectual property rights in Company Data;
(xi)	use any Proprietary Item to provide remote processing, network processing, network communications, a
	service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity,
	whether on a fee basis or otherwise;
(xii)	allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or
	program provided by it to BNYM, through Company's systems or personnel or Company's use of the
	Licensed Services or Company's activities in connection with this Agreement.

(b)	Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or
events regarding its or a Permitted User's use of the Licensed System that are reasonably likely to constitute or result

Page 48


in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or
remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

*2.13*	*Restricted Party Status* . Company warrants at all times that it is not a " *Restricted Party* " , which shall be
defined to mean any person or entity: (i) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or
any other countries that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or
with which U.S. persons are generally prohibited from engaging in financial transactions; (ii) on the U.S.
Department of Commerce Denied Person’s List, Entity List, or Unverified List; U.S. Department of the Treasury list
of Specially Designated Nationals and Blocked Persons; or U.S. Department of State List of Debarred Parties; (iii)
engaged in activities involving nuclear materials or weapons, missile or rocket technologies, or proliferation of
chemical or biological weapons; (iv) affiliated with or a part of any non-U.S. military organization, or (v) designated
by the U.S. Government to have a status equivalent to any of the foregoing. If Company becomes a Restricted
Person during the term of this Agreement, the Licensed Rights shall terminate immediately without notice and
Company shall have no further rights to use the Licensed System.

*2.14*	*Mitigation Measures* . Company shall take commercially reasonable measures (except measures causing it
to incur out-of-pocket expenses which BNYM does not agree in advance to reimburse) to mitigate losses or potential
losses to BNYM, including taking verification, validation and reconciliation measures that are commercially
reasonable or standard practice in the Company's business.

*2.15*	*Company Dependencies* . To the extent an obligation of BNYM under this Schedule D is dependent and
contingent upon Company's or Permitted User's performance of an action or refraining from performing an action
that has been specified or described in this Schedule D or the Documentation or that is part of practices and
procedures which are commercially reasonable or standard in the user's industry ( " *Company Dependency* " ),
BNYM shall not be liable for Loss to the extent caused by or resulting from, or that could have been avoided but for,
a failure to properly perform or a delay in properly performing a Company Dependency and BNYM's obligation to
perform an obligation contemplated by this Agreement shall be waived or delayed to the extent the performance of
the related Company Dependency is not properly performed or is delayed, provided that any failure to properly
perform or a delay in properly performing a Company Dependency is not the result of BNYM’s failure to act in
accordance with its obligations under the Main Agreement or this Schedule D.

*2.16*	*Software Modifications* . Company may request that BNYM, at Company's expense, develop
modifications to the software constituting a part of the Licensed System that BNYM generally makes available to
customers for modification ( " *Software* " ) that are required to adapt the Software for Company’s unique business
requirements. Such requests, containing the material features and functionalities of all such modifications in
reasonable detail, will be submitted by Company in writing to BNYM in accordance with the applicable,
commercially reasonable procedures maintained by BNYM at the time of the request. Company shall be solely
responsible for preparing, reviewing and verifying the accuracy and completeness of the business specifications and
requirements relied upon by BNYM to estimate, design and develop such modifications to the Software. BNYM
shall have no obligation to develop modifications to the Licensed System requested by Company, but may in its
discretion agree to develop requested modifications which it, in its sole discretion, reasonably determines it can
accomplish with existing resources or with readily obtainable resources without disruption of normal business
operations provided Company agrees at such time in writing to pay all costs and expenses, including out-of-pocket
expenses, associated with the customized modification. BNYM shall be obligated to develop modifications under
this Section 2.16 only upon the execution of and in accordance with a writing containing, to BNYM's reasonable
satisfaction, all necessary business and technical terms, specifications and requirements for the modification as
determined by BNYM in its sole judgment ( " *Customization Order* " ) and Company's agreement to pay all costs and
expenses, including out-of-pocket expenses, associated with the customized modification ( " *Customization Fee*
*Agreement* " ). All modifications developed and incorporated into the Licensed System pursuant to a Customization
Order are referred to herein as " *Company Modifications* " . BNYM may make Company Modifications available to
all users of the Licensed System, including BNYM, at any time after implementation of the particular Company
Modification and any entitlement of Company to reimbursement on account of such action must be contained in the
Customization Fee Agreement.

*2.17*	*Export of Software* . Except as expressly provided otherwise by Section 2.1(b):

Page 49


The Company and Permitted Users are without exception prohibited from (i) accessing or using the BNYM System
outside the United States, or (ii) exporting, transmitting, transferring or shipping any Proprietary Item to a country or
jurisdiction outside the United States. No provision of the Agreement shall be interpreted to require BNYM to
permit access or use outside the United States or to export any Proprietary Item to a country or jurisdiction outside
the United States. The Company shall comply with all applicable export and re-export restrictions and regulations of
the U.S. Department of Commerce or other U.S. agency or authority and the Company may not transfer a
Proprietary Item in violation of any such restrictions and regulations.

*2.18*	*Permitted Users Contemplated By Documentation* . Notwithstanding any other provision of the
Agreement, to the extent Documentation applicable to a particular Component System contemplates that Company
Data will be transmitted or transferred to a Permitted User outside the BNYM System, that Company Data will be
made available within the BNYM System for retrieval by a Permitted User for use outside the BNYM System, that
the Company Data will be provided or made available to Permitted Users within the BNYM System for use by the
Permitted User within the BNYM System or within a system of the Permitted User, or that the Company may
authorize Permitted Users to access and use Company Data contained within the Licensed System in any other
manner:

(i)	Subject to Section 6.10, the Company hereby grants to BNYM a worldwide, royalty-free, non-exclusive,
	revocable, non-perpetual right and license to display the Company Data through any BNYM Web
	Application contemplated by the Documentation for the applicable Component System and hereby
	authorizes and directs BNYM, as appropriate, to transmit, transfer, make available and provide the
	Company Data to Permitted Users, as contemplated by the Documentation applicable to the particular
	Component System, including without limitation through the Internet or other communication link or
	method and a BNYM Web Application or other access site or method designated by BNYM for use of the
	particular Component System;

(ii)	The Company hereby authorizes and directs BNYM, (A) to permit Permitted Users to view and use
	Company Data within the Licensed System as contemplated by applicable Documentation, (B) to act on
	behalf of a shareholder in any way contemplated by applicable Documentation and authorized by the
	Company in accordance with applicable Documentation, including to effect purchases, sales, redemptions,
	distributions, exchanges, transfers and other activities and to change the status, data or information
	involving a shareholder account or assets in a shareholder account, and (C) to the extent contemplated by
	applicable Documentation, to permit Permitted Users to download and store, copy in on-line and off-line
	form, reformat, perform calculations with, and distribute, publish, transmit, and display the Company Data
	in the systems of the Permitted User and to and through any relevant BNYM Web Application;

(iii)	The Company shall have sole responsibility for imposing any desired use restrictions on Permitted Users to
	the extent use restrictions are contemplated by the applicable Documentation and BNYM shall cooperate in
	a commercially reasonable manner in imposing such use restrictions to the extent the applicable
	Documentation contemplates a role for BNYM in imposing such use restrictions;

(iv)	The Company acknowledges and agrees that it alone is responsible for entering into agreements with
	Permitted Users with respect to the Permitted User's use of the Company Data; the Company releases
	BNYM from any and all responsibility and duty for obtaining any such agreements, including agreements
	relating to confidentiality and privacy of the data and information, and for any monitoring, supervision or
	inspection of Permitted Users of any nature; the Company releases BNYM from any Loss the Company
	may incur, and will indemnify and defend BNYM for any Loss it may incur, arising or resulting from or in
	connection with Company Data after BNYM, as appropriate, transmits, transfers, makes available or
	provides the Company Data to the Permitted User in accordance with applicable Documentation, whether
	through a BNYM Web Application or otherwise;

(v)	The Company shall be responsible and liable to BNYM for the acts and omissions of Permitted Users while
	accessing and using a Component System pursuant to authorization from the Company and shall indemnify
	and defend BNYM for all Loss arising from or related to acts or omissions by a Permitted User that would
	constitute a breach of this Agreement if committed by the Company, that constitute reckless or intentional
	misconduct or that constitute a breach of a duty of the Permitted User imposed by this Schedule D; and

Page 50


(vi)	BNYM may immediately terminate access to and use of the Licensed System by a Permitted User if
	BNYM reasonably believes conduct of the Permitted User would constitute a material breach of this
	Agreement if committed by the Company, constitutes reckless or intentional misconduct, or constitutes a
	breach of a duty of the Permitted User imposed by this Schedule D, applicable Documentation or
	applicable Terms of Use.

*2.19*	*Communications with Third Parties regarding Component System Services* . The Company shall be
solely responsible for communicating with third parties to the extent such is reasonably required for services to be
provided in accordance with the Documentation for the particular Component System.

*2.20*	*Compliance with Terms Of Use* . The Company's and, to the extent applicable in connection with a
particular Component System, each Permitted User's use of a Component System, a BNYM Web Application and
any other access site or access method to a particular Component System shall be conducted in full compliance with
applicable Terms of Use. In addition, Permitted Users shall be required to comply with requirements set forth in
applicable Documentation, including requirements relating to Security Codes, as a condition to use of particular
Component Systems.

*2.21*	*Third Party Providers To The Company* . The Company shall have sole responsibility to maintain through
itself or its agents all agreements with third party providers that may be appropriate for use of a Component System
and to pay as they come due all fees and charges associated with such agreements either directly or as passed
through on invoices of BNYM.

*2.22*	*Fees* . The Company shall be obligated to pay to BNYM such fees and charges for access and use of any
part of the Licensed System as may be set forth in the Fee Agreement and such fees and charges shall be paid in
accordance with any applicable provisions set forth in the Main Agreement.

SECTION 3.		PROVISIONS REGARDING BNYM

*3.1*	*Right to Modify* . BNYM may alter, modify or change the Licensed System or any component, code,
language, format, design, architecture or element of the Licensed System and present such alterations, modifications
and changes to Company as Updates or Upgrades; provided , however , at no time shall this section be interpreted in
such a manner as to allow BNYM by such alterations, modifications or changes to fail to comply with any term of
this Schedule D. Notwithstanding Section 3.2 below, BNYM shall be responsible for training the Company with
respect to any such Updates and Upgrades at no cost to the Company.

*3.2*	*Training and Product Assistance* . BNYM agrees to use commercially reasonable efforts to provide
requested training and Product Assistance for Company's personnel at BNYM’s facilities or at Company's facilities
in connection with access to and use of the Licensed System and subsequent Updates, as reasonably requested by
Company, at BNYM 's then-current charges and rates for such services. All reasonable travel and out-of-pocket
expenses incurred by BNYM personnel in connection with and during such training or Product Assistance shall be
borne by Company upon pre-approval in writing.

*3.3*	*Monitoring* . BNYM is not responsible for Company's or Permitted User's use of the Licensed System but
shall have the right to monitor such use on BNYM’s network solely to verify compliance with the terms and
conditions set forth herein and for operational purposes related to the delivery of services by the Licensed System.

*3.4*	*Additional Security Measures* . BNYM shall have the right to institute and require additional security
measures in connection with Company's and Permitted User's access to and use of the Licensed System that it in its
sole discretion determines to be appropriate under the circumstances upon reasonable advance notice, and Company
and Permitted Users shall be required to comply with any additional security requirements adopted pursuant to this
Section 3.4.

*3.5*	*BNYM Failure to Receive Data* . BNYM shall not be liable for data or information which the Company, a
Permitted User or an agent of either transmits or attempts to transmit to BNYM in connection with its use of a
Component System and which is not received by BNYM or for any failure of a Component System to perform a

Page 51


function in connection with any such data or information. BNYM shall not be obligated to ascertain the accuracy,
actual receipt by it or successful transmission to it of any data or information in connection with the Company's or a
Permitted User's use of a Component System or to confirm the performance of any function by a Component System
based on the transmission of instructions, data or information to BNYM in connection with such use by the
Company or a Permitted User. Sole responsibility for the foregoing shall rest with the party initiating the
transmission. For clarification: (i) Consistent with Section 0.2 (Purpose), this Section 3.5 does not apply to BNYM's
receipt of data or information in connection with any service BNYM is obligated to perform pursuant to the Main
Agreement; the provisions of the Main Agreement alone apply to such services, and (ii) without limiting the
generality of clause (i), with respect to files that are customarily received in the ordinary course of business from
third party sources identified in advance to BNYM by the Company and acknowledged by BNYM as to the content
and timing of the files to be received from such third party sources, and upon such time as procedures are put in
place by BNYM to receive such files in the ordinary course of business, BNYM will employ commercially
reasonable measures to detect when such files are not received at the customary times, and upon detecting a file has
not been received will employ commercially reasonable measures to obtain such file.

*3.6*	*ACH Activity* . To the extent contemplated by the Documentation, and to the extent authorized by the
Company and agreed to by BNYM in its sole discretion, BNYM will accept bank account information over the
Internet or other communication channel from Permitted Users and take such other actions as may be appropriate to
facilitate movement of money to and from shareholder accounts through the Automated Clearing House (" ACH ").
The Company shall be solely responsible for all market risk (gain/loss liability) associated with transactions utilizing
the ACH process, provided that BNYM maintains the ACH process in accordance with the standard of care required
under the Main Agreement.

SECTION 4.		OWNERSHIP AND OTHER RIGHTS

*4.1*	*BNYM Ownership* .

(a)	BNYM and its licensors, subcontractors and suppliers will continue to own all of their respective right,
title, and interest, including Intellectual Property Rights, in and to the BNYM System and the Proprietary Items,
regardless of any participation, contributions, collaboration or other participation of the Company in or to the
foregoing, and including any part of the foregoing that may be created by or on behalf of, at the direction of or
pursuant to business requirements and other specifications provided by the Company, such as, but not limited to,
Company Modifications. For purposes of clarification: the BNYM System and any modifications to the BNYM
System or a Proprietary Item, whether or not ordered or paid for by the Company as a customization, are not
intended to be and are not a "works made for hire" under Section 101 of the Copyright Act or under any other
applicable law, remain proprietary to and the exclusive property of BNYM and accordingly Company hereby
transfers, conveys and assigns any ownership interests or intellectual property rights it may have in and to
Proprietary Items to BNYM. To the extent requested by BNYM, Company shall cooperate with BNYM, at
BNYM's expense, to cause to vest in BNYM any ownership interests or Intellectual Property Rights in any of the
forgoing that do not automatically vest in BNYM.

(b)	In the event a Company Web Application contains a Proprietary Item or other intellectual property of
BNYM, including, but not limited to, rights in copyrighted works, trademarks and trade dress, BNYM shall retain
all rights in such Proprietary Item or other intellectual property. To the extent a Proprietary Item or other intellectual
property of BNYM is duplicated within a Company Web Application to replicate the “look and feel,” “trade dress”
or other aspect of the appearance or functionality of a BNYM Web Application or other component of the BNYM
System, BNYM grants to the Company a limited, non-exclusive, non-transferable license to such a Proprietary Item
or other intellectual property for the duration of its authorized use of the applicable Component System. The license
granted by the foregoing sentence is limited to the intellectual property needed to replicate the appearance of the
particular BNYM Web Application or other component of the BNYM System and does not extend to any other
Proprietary Item or other intellectual property owned by BNYM. Company shall immediately cease using such
Proprietary Item or other intellectual property immediately upon termination of the Licensed Rights governing the
relevant Component System.

(c)	This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, service mark, trade
secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Company by virtue

Page 52


of this Agreement. Upon BNYM's request, the Company shall promptly inform BNYM in writing of the quantity
and location of any tangible Proprietary Item furnished to Company in connection with this Agreement. Nothing
contained in this Agreement, no disclosure of BNYM Confidential Information and no use of Proprietary Items
hereunder shall be construed as granting to or conferring on Company any rights, by license or otherwise, for any
invention, discovery or improvement made, conceived, or acquired by BNYM prior to or after the date hereof. No
patent application that may hereafter be made, and no claim to any trade secret or other protection, shall be
prejudiced by any disclosure of Confidential Information or use of Proprietary Items hereunder. Any sale,
assignment or transfer of any nature or in any manner, or any attempt to do such, by Company or any party through
Company of any ownership interest or Intellectual Property Right of BNYM in the Proprietary Items shall be void.
Any subcontracting or delegation of any right to access or use a Proprietary Item and any subcontracting for or
delegation of the performance of any activities or functions involved in accessing or using a Proprietary Item shall
be void and unenforceable against BNYM.

*4.2*	*Company Ownership* . Company will own its respective right, title, and interest, including Intellectual
Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive,
nontransferable, revocable (upon termination of the Agreement), non-perpetual license to access and use the
Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as
appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation. No title, patent,
copyright, trademark, service mark, trade secret, intellectual property or other ownership rights to any Company
Data are transferred to BNYM by virtue of this Agreement.

*4.3*	*Mutual Retention of Certain Rights* . Each party acknowledges and agrees that, other than the Licensed
Rights provided for by Section 2.1 of this Schedule D, this Agreement does not give a party any right, title or
interest in or to any ownership or other rights of the other party to property. Any software, interfaces or other
programs a party provides to the other party hereunder (i) shall be used solely by such receiving party and only
during the term of the Agreement and only for the purpose it was provided and in accordance with the provisions of
this Agreement, and (ii) shall not be used by such party or any affiliate for any other purpose or to connect to or with
any other person. To the extent the Intellectual Property Rights of one party are cached to expedite communication,
such party grants to the other party a limited, non-exclusive, non-transferable license to such Intellectual Property
Rights for a period of time no longer than that reasonably necessary for the communication and a party shall
immediately cease using such Intellectual Property Rights immediately upon termination of the Licensed Rights
governing the relevant Component System.

*4.4*	*Use of Hyperlinks* . To the extent use of hyperlinks is contemplated by the Documentation for a particular
Component System: The Company hereby grants to BNYM a royalty-free, nonexclusive, nontransferable and
revocable right and license to use the Company's hyperlink in connection with the relevant Licensed Services;
BNYM hereby grants to the Company a royalty-free, nonexclusive, nontransferable and revocable right and license
to use BNYM 's hyperlink in connection with providing the relevant Licensed Services; each party shall reasonably
cooperate with the other party concerning the placement, location and destination of such hyperlinks; and a party
shall immediately cease using another party's hyperlink immediately upon termination of the Licensed Rights
governing the relevant Component System.

*4.5*	*Use of Marks* . To the extent one party's Marks must be utilized by the other party in connection with the
operation of a particular Component System or the Licensed Services related to the particular Component System:
the Company hereby grants to BNYM a non-exclusive, limited license to use its Marks solely in connection with the
Licensed Services provided by the Component System; BNYM hereby grants to the Company a non-exclusive,
limited license to use its Marks solely in connection with the Licensed Services provided by the Component System;
all use of Marks shall be in accordance with the granting party's reasonable policies regarding the advertising and
usage of its Marks as established from time to time; the Company hereby grants BNYM the right and license to
display the Company’s Mark's on applicable BNYM Web Applications relating to the IAM and AdvisorCentral
components; each party shall retain all right, title and interest in and to its Marks worldwide, including any goodwill
associated therewith, subject to the limited license granted in this Section 4.5; use of the Marks hereunder by the
grantee pursuant to this limited license shall inure to the benefit of the trademark owner and grantees shall take no
action that is inconsistent with the trademark owner’s ownership thereof; each party shall exercise reasonable efforts
within commercially reasonable limits, to maintain all on-screen disclaimers and copyright, trademark and service
mark notifications, if any, provided to it by the other party in writing from time to time, and all "point and click"

Page 53


features relating to Authorized Persons' acknowledgment and acceptance of such disclaimers and notifications; and a
party shall immediately cease using another party's Marks immediately upon termination of the Licensed Rights
governing the relevant Component System.

SECTION 5.		REPRESENTATIONS, WARRANTIES & COVENANTS; INDEMNIFICATION

*5.1*	*Mutual Representations, Warranties and Covenant* . Each party warrants, represents and covenants to the
other party that it will use commercially reasonable efforts to avoid engaging in any act, omission or conduct which
would result in the introduction into the software or systems of the other party any computer software routines, code
or programming devices designed to permit unauthorized persons to access or use the other party's software, systems
or Confidential Information or data resident in the other party's systems or to disrupt, interfere, impair, reprogram,
recode, disable, modify, destroy or damage the other party's software or systems or the operation thereof, any data
resident in the other party's systems, or any party's lawful and valid access to or use of the other party's software or
systems, including without limitation any "back door," "time bomb," "Trojan horse," "worm," "drop dead device,"
"virus", "preventative routine," "disabling code," or "cookie".

*5.2*	*Right to Grant Licensed Rights; No Infringement; BNYM Indemnification* .

(a)	BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the
Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly
used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM’s knowledge
infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary
right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent
attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section
5.2 unless Company gives written notice to BNYM as promptly as practicable under the circumstances, but in no
event later than thirty (30) days (provided that later notice shall relieve BNYM of its liability and obligations under
this Section 5.2 only to the extent that BNYM is prejudiced by such later notice) after it receives notice of any
applicable infringement claim against Company and allows BNYM to have control of the defense or settlement of
the claim, subject to the agreement of the Company to any settlement that does not release the Company from all
liability. The remedies provided in this Section 5.2 are the sole remedies for a breach of the warranty contained in
this Section 5.2. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM
shall have the option, at its expense, to:

(i)	modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed
	System is no longer infringing; or

(ii)	procure the right to continue using or providing the infringing part of the Licensed System; or

(iii)	if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially
	reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the
	Licensed System and refund any fees paid by the Company with respect to future periods affected by such
	limitation or termination.

(b)	Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement
with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable
to (i) Company’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule D
or Company's breach of this Schedule D; (ii) any modification or alteration of a Proprietary Item made by anyone
other than BNYM or such Third Party Provider, or its agents, or made by BNYM at the request or direction of the
Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv)
any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third
parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not
recommended by BNYM or the use of open source software, (vii) Company’s failure to license and maintain copies
of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the
BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, " *Excluded Events* " ).
Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third
Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

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*5.3*	*BNYM Warranties* . BNYM warrants that:

(i)	except for Direct Third Party Products, with respect to which no warranty is made, and subject to the last
	sentence of Section 2.3, the Licensed System, if used in accordance with applicable Documentation, will
	operate in material conformity with applicable Documentation, and in the event of a breach of this clause
	(i) BNYM shall take commercially reasonable actions to restore performance of the Licensed System to the
	requirements of the foregoing warranty;

(ii)	BNYM owns, or has the right to use under valid and enforceable agreements, all Intellectual Property
	Rights reasonably necessary for and related to the provision of the Licensed Rights and to grant the license
	granted under Section 2.1;

(iii)	BNYM’s business is in material compliance with applicable law and regulations the failure to comply with
	which would have a material adverse effect on BNYM’s performance of its obligations under this Schedule
	D; and

(iv)	BNYM has all requisite corporate power and authority to enter into this Agreement and to carry out the
	transactions contemplated hereby, and the execution, delivery and performance of this Agreement and the
	consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate
	action on the part of BNYM.

*5.4*	*Warranty Disclaimer* . THE LICENSED SYSTEM AND ALL RELATED SERVICES ARE MADE
AVAILABLE TO COMPANY ON AN "AS IS", "AS AVAILABLE" BASIS. UNLESS A SPECIFIC
WARRANTY IS EXPRESSLY GIVEN IN THIS SCHEDULE D, NO WARRANTY OF ANY NATURE,
EXPRESS OR IMPLIED, IS MADE IN THIS SCHEDULE D, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY AS TO THE AVAILABILITY, CONDITION, MERCHANTABILITY, NON-INFRINGEMENT,
DESIGN, OPERATION OR FITNESS FOR OR SATISFACTION IN REGARDS TO A PARTICULAR
PURPOSE.

*5.5*	*Limitation of Warranties* . The warranties made by BNYM in this Schedule D, and the obligations of
BNYM under this Schedule D, run only to Company and not to its affiliates, its customers or any other persons.

SECTION 6		OTHER PROVISIONS

*6.1*	*Scope of Services* . The scope of services to be provided by BNYM under this Agreement shall not be
increased as a result of new or revised regulatory or other requirements that may become applicable with respect to
the Company, unless the parties hereto expressly agree in writing to any such increase. BNYM shall not be
obligated to develop or implement Upgrades, but to the extent it elects to do so Section 3.1 shall apply.

*6.2*	*Additional Provision Regarding Governing Law* . This Agreement will not be governed by the United
Nations Convention on Contracts for the International Sale of Goods. The Uniform Computer Information
Transaction Act drafted by the National Conference Of Commissioners On Uniform State Laws, or a version
thereof, or any law based on or similar to such Act ( " *UCITA* " ), if and as adopted by the jurisdiction whose laws
govern with respect to this Agreement in any form, shall not apply to this Agreement or the activities contemplated
hereby. To the extent UCITA is applicable notwithstanding the foregoing, the parties agree to opt out of the
applicability of UCITA pursuant to the “opt out” provisions contained therein.

*6.3*	*Third Party Providers* . Except for those terms and conditions that specifically apply to Third Party
Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement
or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party
Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall
have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to
the Company shall be $1.

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*6.4*	*Liability Provisions* . Notwithstanding any provision of the Main Agreement or this Schedule D, neither
party shall be liable under this Schedule D under any theory of tort, contract, strict liability or other legal or
equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or
for any other damages which are not direct damages regardless of whether such damages were or should have been
foreseeable and regardless of whether any entity has been advised of the possibility of such damages, all and each of
which damages is hereby excluded by agreement of the parties.

*6.5*	*Assignment* . Company may not, and shall not under any circumstances, assign, sublicense or otherwise
transfer any Licensed Rights or any part thereof or any obligation under this Schedule D, and any such assignment
or transfer or attempted assignment or transfer shall be void.

*6.6*	*Return of Proprietary Items* . Upon a termination of this Agreement or a termination of the license to use
the Licensed System or a license to use a particular Component System, or at the end of a Continuation Period (as
defined in Section 6.16), as applicable, Company shall immediately cease attempts to access and use the relevant
Component Systems and related Proprietary Items, and Company shall promptly return to BNYM all copies of the
relevant Documentation (except Documentation that may have been provided to regulatory authorities pursuant to
Section 2.2 and cannot be returned) and any other related Proprietary Items then in Company's possession.
Company shall remain liable for any payments due to BNYM with respect to the period ending on the date of
termination or any Continuation Period, as applicable, and any charges arising due to the termination.

*6.7*	*Conflicts* . Applicable terms of the Main Agreement shall apply to this Schedule D but any conflict
between a term of the Main Agreement and this Schedule D shall be resolved to the fullest extent possible in favor
of the term in this Schedule D.

*6.8*	*Exclusivity* . Company shall solely and exclusively use the Licensed System to perform the computing
functions and services made available to the Company by the Licensed System.

*6.9*	*Term* . The term of this Schedule D shall be the same as the term in effect for the Main Agreement,
including with respect to any renewal terms. Additionally, with respect to each Component System to which the
Company is given access and use, the term applicable to BNYM's obligation to furnish the Component System and
the Company's obligation to pay the fees and charges applicable to the Component System ( " *Component System*
*Obligations* " ) shall be the same as the term applicable to the Core Services, including with respect to any renewal
term. For clarification: this Schedule D and the Component System Obligations may be terminated only in
connection with a termination of the Main Agreement in accordance with the termination provisions set forth in the
Main Agreement, except where this Schedule specifically sets forth an additional termination right.

*6.10*	*Confidentiality* . Company agrees to maintain the confidentiality of and protect the Proprietary Items and to
prevent access and use not permitted hereunder with at least the same degree of care that it utilizes with respect to its
own proprietary and nonpublic material, including without limitation agreeing:

(i)	not to disclose to or otherwise permit any person access to, in any manner, the Proprietary Items, or any
	part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an
	employee of Company or Eaton Vance in the course of his or her employment and who is bound to
	maintain the confidentiality thereof;

(ii)	not to use the Proprietary Items for any purpose other than in connection with the Company's exercise of
	the Licensed Rights, without the consent of BNYM; and

(iii)	to promptly report to BNYM any facts, circumstances or events that are reasonably likely to constitute or
	result in a breach of this Section 6.10 or a breach of Section 4 of the Main Agreement with respect to the
	Proprietary Items, and take all reasonable steps requested by BNYM to prevent, control, remediate or
	remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or
	events.

BNYM agrees to secure and maintain the confidentiality of the Company Data in accordance with the provisions of
Sections 4 and 5 of the Main Agreement.

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*6.11*	*Use of Internet* . To the extent the ability of the other party to provide or perform services or duties
hereunder is dependent upon the Internet and equipment, software, systems, data and services provided by various
telecommunications carriers, equipment manufacturers, firewall providers, encryption system developers and other
vendors and third parties, each party agrees that the other shall not be liable in any respect for the functions or
malfunctions of the Internet.

*6.12*	*Provisions Applicable Solely to IAM* . In connection with any permitted access and use of IAM, the
Company agrees, at its expense, to:

(a)	Provide, or retain other persons to provide, all computers, telecommunications equipment, encryption
technology and other materials, services, equipment and software reasonably necessary to develop and maintain a
Company Web Application as contemplated by IAM Documentation, including the functionality necessary to
maintain the hypertext links to IAM ( " *Company IAM Site* " );

(b)	Promptly provide BNYM written notice of changes in Fund policies or procedures requiring changes to the
IAM settings or parameters or services ( " *Parameter Changes* ” ); provided, however, this provision shall be
interpreted to require BNYM to modify only adjustable settings and parameters already provided for in IAM in
response to a Parameter Change and not to require BNYM to effect any Upgrade;

(c)	Work with BNYM to develop informational materials for Permitted Users related to the use of IAM and
forward a copy of any such informational materials developed solely by Company to BNYM;

(d)	Promptly revise and update on the Company IAM Site applicable prospectuses and other pertinent
materials, such as user agreements, to include the appropriate consents, notices and disclosures, including
disclaimers and information reasonably requested by BNYM;

(e)	With respect to the Company IAM Site, maintain all on-screen disclaimers and copyright, trademark and
service mark notifications, if any, provided by BNYM in writing from time to time, and all “point and click”
features relating to acknowledgment and acceptance of such disclaimers and notifications; and

(f)	Design and develop the Company IAM Site functionality necessary to facilitate, implement and maintain
the hypertext links to IAM and the various inquiry and transaction web pages and otherwise make the Company
IAM Site available to Permitted Users.

*6.13*	*Termination and Suspension by BNYM* .

(a)	In the event of a material breach of this Schedule D by Company, BNYM may terminate the Licensed
Rights in their entirety and all access to and use of the Licensed System by complying with the notice and cure
period provisions in the Main Agreement applicable to a material breach of the Agreement.

(b)	In the event BNYM reasonably believes in good faith that activity constituting a material breach of a " *Use*
*Provision* " (which is hereby defined to mean each of the following Sections: 2.1, 2.2, 2.6, 2.12, 2.13, 2.15, 2.17,
2.18, 2.20, 3.4, 4.1, 4.3, 4.4, 4.5, 6.5, 6.6, 6.8, 6.10 and 6.16 (c) and 6.16 (d)) is occurring by Company or a
Permitted User, BNYM may, upon prior written notice to Company describing in reasonable detail such alleged
activity, without incurring any liability, temporarily suspend access to and use of the Licensed System or a
Component System solely for the amount of time necessary for the investigation and resolution of the issues. In the
event such advance notice is not reasonably practicable, BNYM shall provide such notice as is reasonably
practicable under the circumstances. BNYM shall exercise this right with diligence to minimize the impact of any
such suspension. The parties agree to promptly cooperate in good faith to address such issues. The Company shall
indemnify BNYM for any Loss, and to the extent applicable defend BNYM against Loss, resulting from or arising
out of or in connection with a breach of a Use Provision.

*6.14*	*Equitable Relief* . Company agrees that BNYM would not have an adequate remedy at law in the event of a
breach or threatened breach of a Use Provision by the Company and that BNYM would suffer irreparable injury and
damage as a result of any such breach. Accordingly, in the event Company breaches or threatens to breach a Use

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Provision, in addition to and not in lieu of any legal or other remedies BNYM may pursue hereunder or under
applicable law, Company hereby consents to the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction,
without the necessity of proving actual damages or posting any bond or other security therefore, prohibiting any
such breach or threatened breach. In any proceeding upon a motion for such equitable relief, BNYM’s ability to
answer in damages shall not be interposed as a defense to the granting of such equitable relief.

*6.15*	*Survival* . Sections 2.1(d), 2.3, 2.5, 2.11, 2.12, 2.14, 2.18(iv), 2.18(v), 3.5, 4.1, 4.2, 4.3, the last clause of
Sections 4.4 and 4.5, 4, 5, 6.2, 6.3, 6.4, 6.6, 6.7, 6.10, 6.13(b), 6.14, 6.15, 6.16(i) through (m), 6.16(p) and 6.16(q)
shall survive any termination of the Agreement and any termination of Licensed Rights.

*6.16*	*Provisions Applicable Solely to the 22c-2 System* . In connection with any permitted access and use of the
22c-2 System, the Company agrees as follows:

(a)	Definitions . The following terms have the following meanings solely for purposes of this Section 6.16:

" *Commercially Reasonable Efforts* " means taking all such steps and performing in such a manner as a well
managed company in the securities processing industry would undertake where such company was acting in a
prudent and reasonable manner under the same or similar circumstances.

" *Company 22c-2 Data* " means, collectively, the Fund Data, the Shareholder Data and the Supplemental Data.

" *Company Database* " means the database maintained within the 22c-2 System by and for Company containing the
Fund Data, the Shareholder Data and Supplemental Data.

" *Financial Intermediary* " means a financial intermediary as that term is defined in Rule 22c-2.

" *Front End Data* " means the transaction data relating to the Funds and the accounts of Shareholders of the Funds
(i) specified by applicable Documentation for use within the 22c-2 System to yield reports intended to assist the
Company in determining the Financial Intermediaries from which additional transactional details could be requested
for purposes of compliance with SEC Rule 22c-2, and (ii) which has been selected by the Company and transmitted
to the Company Database.

" *Fund Data* " means, collectively, the Front End Data and the Fund Settings.

" *Fund Settings* " means the Fund preferences, parameters, rules and settings inputted into the Company Database
and 22c-2 System by Company to administer a Fund's Rule 22c-2 policies.

" *Rule 22c-2* " means Rule 22c-2 of the SEC promulgated under the 1940 Act.

" *Shareholder* " means a shareholder, as that term is defined in Rule 22c-2, of any of the Funds.

" *Shareholder Data* " means the transaction data with respect to Shareholders in a Fund requested by Company that
a Financial Intermediary, for access and use by Company in the 22c-2 System, (i) delivers to BNYM by a
Designated Method, or (ii) delivers to Company and is inputted into the Company Database by Company.

" *Software* ," whether capitalized or not, means computer software in human readable form that is not suitable for
machine execution without intervening interpretation or compilation.

" *SRO* " means any self-regulatory organization, including national securities exchanges and national securities
associations.

" *Supplemental Data* " means any data or information, other than the Shareholder Data and Fund Data, inputted into
the Company Database by Company, or provided to BNYM and inputted into the Company Database by BNYM as
an additional service, that Company has reasonably determined is necessary in the operation of the 22c-2 System for
purposes of compliance with Rule 22c-2.

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(b)	Availability . BNYM shall make the 22c-2 System available to Company from 8:00 a.m. to 6:00 p.m.,
Eastern Time, during days the New York Stock Exchange is open for trading, except for periods therein in which
BNYM suspends access for maintenance, backup, updates, upgrades, modifications required due to changes in
Applicable Law, or other commercially reasonable purposes as reasonably determined by BNYM. BNYM will use
Commercially Reasonable Efforts to limit any periods of nonavailability due to the foregoing activities.

(c)	Third Party Provisions . Company's use of the 22c-2 System shall be subject to the terms and conditions
contained in BNYM's agreements with Third Party Providers that BNYM is required by such agreements to apply to
users of the software or services of the particular Third Party Provider to the extent notified of such terms and
conditions by BNYM.

(d)	BNYM Modifications . Company hereby accepts all such modifications, revisions and updates, including
changes in programming languages, rules of operation and screen or report format, as and when they are
implemented by BNYM, and agrees to take no action intended to have or having the effect of canceling, reversing,
nullifying or modifying in any fashion the operation or results of such modifications, revisions and updates. BNYM
will make Commercially Reasonable Efforts to give Company advance written notice before any such
modifications, revisions or updates to the 22c-2 System go into effect.

(e)	Shareholder Data .

	(1)	Company acknowledges that Financial Intermediaries, not BNYM, provide the Shareholder Data,
that Company's access to the Shareholder Data through use of the 22c-2 System is dependent upon delivery of the
Shareholder Data by the Financial Intermediaries, and that BNYM is not responsible or liable in any manner for any
act or omission by a Financial Intermediary with respect to the delivery of Shareholder Data. Company also
acknowledges that Financial Intermediaries may deliver Shareholder Data which modifies Shareholder Data
previously delivered or may refuse to provide Shareholder Data and that BNYM is not responsible or liable in any
manner for any such modification of Shareholder Data or any such refusal to deliver Shareholder Data.

	(2)	Company has sole responsibility for authorizing and directing a Financial Intermediary to deliver
Shareholder Data that Company may require for purposes of Rule 22c-2. BNYM shall be obligated to receive and
input into the Company Database only that Shareholder Data which has been delivered by a Financial Intermediary
through the facilities maintained for such purpose by the NSCC or through the internal communications links
provided in the 22c-2 System ( " *Designated Methods* " ). Company shall be solely responsible for inputting into the
Company Database and the 22c-2 System any Shareholder Data delivered by a method other than a Designated
Method.

(f)	Company 22c-2 Data . As between Company and BNYM, Company alone shall be responsible for
obtaining all Fund Data, Shareholder Data and Supplemental Data that Company determines is required in
connection with its use of the 22c-2 System. Company is exclusively responsible for (i) the accuracy and adequacy
of all Company 22c-2 Data; (ii) the review of and the accuracy and adequacy of all output of the 22c-2 System
before reliance or use (provided the 22c-2 System is operating in accordance with the Documentation); and (iii) the
establishment and maintenance of appropriate control procedures and back up procedures to reduce any loss of
information, interruption or delay in processing Company 22c-2 Data. Company shall comply with all Applicable
Laws and obtain all necessary consents from any person, including Financial Intermediaries, regarding the
collection, use and distribution to BNYM of Company 22c-2 Data as contemplated herein and of any other
information or data regarding Company and the Funds that Company provides or causes to be provided for the
purposes set forth herein.

(g)	Communications Configuration . Company shall be responsible, at its expense, for procuring and
maintaining the communications equipment, lines and related hardware and software reasonably specified by
BNYM to comprise the communications configuration required for Company to use the 22c-2 System and any
Updates and General Upgrades to the communications configuration.

(h)	Front End Data . As between Company and BNYM, Company shall be solely responsible for selecting
Front End Data, identifying it to BNYM and directing BNYM to transmit the identified Front End Data from the

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BNYM transfer agent system to the Company 22c-2 Database in the 22c-2 System. Company hereby authorizes
BNYM to transmit Front End Data to the 22c-2 System without further action on anyone's part upon receiving a
communication from Company identifying Front End Data for transmission to the 22c-2 System.

(i)	Restricted Use of Company 22c-2 Data . The Company 22c-2 Data constitutes "Confidential Data" for all
purposes of Section 4 and other applicable provisions of the Main Agreement. As between the Company and
BNYM, title to all Company 22c-2 Data and all related intellectual property and other ownership rights shall remain
exclusively with Company. Company authorizes BNYM to maintain and use Company 22c-2 Data solely in the
manner contemplated by applicable Documentation and this Agreement and to aggregate Company 22c-2 Data in
the Company Database with data of other users of the 22c-2 System to analyze and enhance the effectiveness of the
22c-2 System and to create broad-based statistical analyses and reports for users and potential users of the 22c-2
System and industry forums.

(j)	Application of Results . Except to the extent that the results are inaccurate due to BNYM's gross
negligence, willful misconduct or bad faith, neither BNYM nor any Third Party Provider shall have liability for any
loss or damage resulting from any application of the results, or from any unintended or unforeseen results, obtained
from the use of the 22c-2 System or any related service provided by BNYM.

(k)	Exclusion for Unauthorized Actions . Neither BNYM nor any Third Party Provider shall have any liability
with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable
to any unauthorized or improper use, alteration, addition or modification of the 22c-2 System by Company, any
combination of the 22c-2 System with software not specified by applicable Documentation and any other use of the
22c-2 System in a manner inconsistent with this Agreement or applicable Documentation.

(l)	Disclaimer . BNYM DOES NOT WARRANT THAT USE OF THE 22C-2 SYSTEM BY COMPANY
GUARANTEES COMPLIANCE WITH RULE 22C-2 OR ANY OTHER FEDERAL, STATE, LOCAL OR SRO
LAW OR REGULATION. BNYM DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ASPECT OF
LEGAL AND REGULATORY COMPLIANCE BY OR ON BEHALF OF COMPANY, NOR SHALL COMPANY
REPRESENT OTHERWISE TO ANY PERSON. COMPANY'S USE OF THE 22C-2 SYSTEM AND ANY
OTHER SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT BE DEEMED LEGAL ADVICE.

(m)	Hardware Disclaimer . Under no circumstance shall BNYM or a Third Party Provider be liable to Company
or any other Person for any loss of profits, loss of use, or for any damage suffered or costs and expenses incurred by
Company or any Person, of any nature or from any cause whatsoever, whether direct, special, incidental or
consequential, arising out of or related to computer hardware.

(n)	Termination by BNYM . BNYM may immediately terminate Company's license to use and Company's
access to and use of the 22c-2 System upon the occurrence of any of the following events:

	(a)	Company engages in conduct which infringes or exceeds the scope of the license granted to
Company by Section 2.1 of this Schedule D in a material manner and does not cure the breach within twelve (12)
business days after receiving written notice from BNYM; or

	(b)	A Third Party Provider terminates any relevant agreement the Third Party Provider has with
BNYM that is necessary in order for BNYM to be able to license (or continue to license) the 22c-2 System to
Company. BNYM agrees to provide Company with as much notice of such termination as BNYM receives from the
Third Party Provider.

(o)	Continuation Period . In the event the Agreement is terminated and in connection with such a termination
the parties agree that Company will continue to have access to and use of the 22c-2 System, then the terms of this
Agreement shall apply during any such continuation period. The term of any such continuation period shall be day
to day and the continuation period may be terminated immediately by either party at any time by written notice
notwithstanding the contents of any notice or other communication the parties may exchange, unless both parties
agree in writing to such contents. A continuation period as described in this subsection (o) is referred to herein as a
" *Continuation Period* " .

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(p)	Effect of Termination . Following a termination of the Agreement or at the end of a Continuation Period, as
applicable, BNYM will (i) dispose of all Company 22c-2 Data in accordance with its applicable backup and data
destruction policies, and (ii) use good faith efforts to make electronic copies of Company 22c-2 Data in existing
report formats of the 22c-2 System to the extent reasonably requested by Company no less than thirty (30) days in
advance of the termination of the Agreement.

(q)	This Agreement shall benefit and be enforceable by Third Party Providers of the 22c-2 System.

[Remainder of Page Intentionally Blank]

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EXHIBIT 1 TO SCHEDULE D

AdvisorCentral		A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund
		and client account data on the transfer agent mainframe via the Internet if permitted access by the
		Company and for Company back offices to view the same data.

ACE	(Automated Control Environment) - Windows database and reporting capability which automates accounting
	functions for mutual fund settlement, gain/loss tracking, dividend/capital gains settlement and tax withholding
	tracking.

AOS	(Advanced Output Solutions) – performs print mail and tax form production and fulfillment services.

CMS*	(Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide
	the following capabilities: workflow management, electronic document processing, integrated Web-based front-end
	processing, customer relationship management and automated servicing of brokers and investors.

COLD	(Computer Output to Laser Disk) - document management system that provides for the laser disc storage in a
	PC/server environment of certain data and documents generated on a mainframe and quick retrieval.

DAZL	(Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and
	broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company
	designated end users for viewing.

DRAS	(Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the
	management company’s entire customer information base as copied nightly from the transfer agent mainframe and
	includes an integrated reporting tool.

FSR	(Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and
	shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges,
	transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission
	processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic
	exchanges); creating and transmitting standard and custom data feeds to support printed output (statements,
	confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems
	and subsystems and includes a functionality providing for direct online access.

FPT	(Fund Pricing Transmission) - application automating price and rate uploads and downloads used to perform daily
	fund and rate pricing from fund accounting.

IAM	(Internet Account Management) - application permitting account owners via the Internet to view account information
	and effect certain transactions and account maintenance changes.

NSCC*	(National Securities Clearing Corporation) - application allowing web-based utility at user's desktop to support
	processing linked to NSCC activity, including networking, Fund/SERV, DCC&S, Commission/SERV, mutual fund
	profile, and transfer of retirement assets, and includes NEWS (NSCC Exception Workflow Processing) which
	provides for the inputting of reject and exception information to the NSCC system.

RECON	(Reconciliation) - application automating bank DDA (Demand Deposit Account) reconciliation.

TRS	(Tax Reporting Service) - functionality performing all applicable federal and state tax reporting (tax form processing
	and corrections), tax-related information reporting, and compliance mailings (including W-9, W-8, RMD, B-Notice,
	and C-Notice).

22c-2 System		The data warehousing, analytic and administrative applications together with the related software, interfaces,
		functionalities, databases and other components provided by BNYM to assist fund sponsors and their
		principal underwriters in satisfying requirements imposed by Rule 22c-2.
-------------------------------------------------------------------------------------
* For clarification: The Company or a Permitted User may be given access to and use of one or more separable components
of this system (for example, with respect to the CMS system, "Correspondence", "Image", "Customer Relationship
Manager" and "Operational Desktop") rather than the entire system and a license granted by this Schedule D to use
separable components is limited to the functionalities of the separable components even if certain of functionalities of the
separable components may include integration points with functionalities of the non-licensed components.

Page 62

[End to Exhibit 1 to Schedule D] [End to Schedule D]

Page 63


SCHEDULE E
Disaster Recovery Services
1.	EQUIPMENT . Upon notification by the Fund to BNYM of a Disaster, BNYM shall make available to the
	Fund the following equipment and services:
			Qty	Type	Description
	Workarea(s):		30	Stations	Pre-wired Workspace with PC Stations equipped with
					standard BNY Mellon Transfer Agent Desktop
					Applications (including local printer access)
	Voice Recovery:		30	Phonesets	PBX connected into a defined split & Recorded
		Note:	Fund responsible for any call re-routing to Transfer Agent through its carrier(s).
2.	TOTAL ANNUAL DISASTER RECOVERY TEST TIME
		Emergency Response Backup Capability			48 Hours/Year
3.	SPECIAL TERMS :
	A.	The equipment described in this Schedule may be substituted by BNYM with comparable or
		equivalent units.
	B.	BNYM provided Emergency Response PC/Stations will be equipped with Windows XP or higher
		version level software.
	C.	Maximum Fund personnel for the Emergency Response Backup Capability is limited to the
		quantity of Emergency Response Workarea Stations plus a reasonable amount of technical support
		personnel as agreed to by Transfer Agent.
	D.	Fund’s access to and use of the Backup Capability shall be limited to the quantities and
		configurations set forth in this Schedule.

Page 64


	SCHEDULE F
	MANAGEMENT COMPANY SUPPORT, TRANSACTION PROCESSING, AND CORRESPONDENCE
	PERFORMANCE STANDARDS AND INCENTIVES

I.	Management Company Support
	Monthly Payout Calculation (Quality)

This is an individual incentive plan based on attainment of individual monthly

quality control, quality assurance, timeliness, and/or callout scores as computed

Supervisors and Managers.

Scores are computed monthly from the first business day of the month through the

last business day of the month.

The INTERNAL ACCURACY score is the monthly average of the daily quality

control score. 100% of adjustments, corrections and control forms submitted are

quality controlled by management prior to being processed.

The EXTERNAL ACCURACY score is the monthly average of weekly quality

assurance scores performed by management. Random samplings of resolved items

are reviewed weekly for quality assurance. An external error is defined as an error

that is visible to the shareholder, broker, or management company client.

The RESOLUTION TIMELINESS score represents the percentage of resolution

items that are resolved within 5 business days. Items delayed by circumstances

beyond associate/PNC GIS control are not counted toward this score.

THE CALLOUT TIMELINESS score represents the percentage of callouts

completed within department timeframes for the month based on the weekly callout

audit performed by Supervisors and Managers.

If an employee is newly hired or promoted from outside the MCS Department into

one of the above positions, eligibility will begin the 1st full month after completing

90 days in the position.

Page 65


	This plan is effective beginning October 1, 2011.
II.
Transaction Processing and Correspondence
	Monthly Payout Calculation (Productivity & Quality)


III.	MAXIMUM INCENTIVE PLAN REWARD PAYOUTS

TOTAL REWARDS AVAILABLE for Transaction Processing, Correspondence, and MCS collectively $60,000 per
annum
Additional Points:

	1. BNY Mellon has committed to paying for the NQR–related costs for the transaction processing and
	correspondence review as a part of their commitment to care. This cost is approximately $93,000 / year.

Page 66


SCHEDULE G
ADDITIONAL EATON VANCE SERVICE LEVEL STANDARDS

Transaction Processing
•	New accounts (including TOA New Accounts) - T
•	Purchases - T
•	Exchanges - T
•	Transfers - T + 2
•	Redemptions - T
•	Maintenances - T + 4

Correspondence/Call Outs
• Priority Calls (Financial) - T + 1
• Priority Letters (Financial) - T+4
• Non-Priority Calls - T + 3
• Non-Priority Letters - T + 4
• Transfer of Assets Letters - T+4

Adjustments
• Processing Initiated for All items - T + 0
• All items Quality Control - T + 1
• Cancel/Rebill - T

Management Company Support
•	99% > of Priority 6 Financial items received in good order prior to 3:00pm EST will be submitted for
	initial processing or research on T
•	99%> of all items received in good order by MCS prior to 3:00pm EST will be assigned and
	acknowledged on the AHD system
•	80%> of all items received in good order by MCS prior to 3:00pm EST will be resolved in T + 3
•	90%> of all items received in good order by MCS prior to 3:00pm EST will be resolved T + 5
•	98%> completed item accuracy, as determined by dispute feedback provided by Eaton Vance Team
	Leaders and mutually agreed by MCS Management

Research
• Priority Items ( Financial ) – R + 2
• Non-Financial Items – R + 3
• Other –
	ƒ	Statements, Tax Forms - ( Current to 1997) – R + 1
	ƒ	Transcripts/Fiche – ( 1997-1985) – R + 3
	ƒ	Items Prior to 1985 ( pulls from Iron Mountain ) – R + 5
	ƒ	Check Requests ( IPS ) – R + 1
	ƒ	Check Requests ( non-IPS) – R + 3

Page 67

SCHEDULE H

“As-of” Procedures

Set forth below are the procedures BNYM will follow with respect to the treatment of financial gains and losses

resulting from “as-of” shareholder transactions in the Eaton Vance Funds.

Definitions

• As-of Shareholder Transaction

An “as-of” transaction, also known as a backdated trade, is defined as a purchase, redemption or exchange

transaction processed on a retroactive basis. The effective date of such transaction will be a date prior to the

processing date. The difference in the share price between the “as-of” trade date and the processing date could

result in a gain or loss to the Portfolio (or shareholder) which may increase or dilute the assets of the Fund (share

class) or any dividends paid by the Portfolio during the Accumulation Period as defined below.

• Materiality

Materiality shall be defined as the point at which the NAV of the Fund is impacted as described below.

• Late Dividend Gain/Loss

An increase or decrease in the Funds dividend or distribution amounts to be paid to shareholders that results

from any “as-of” trading activity after the Funds distribution ex-dividend date (ex-date).

General Practice

BNYM has the capability to track, at the Portfolio or Fund/class level, both on a daily and cumulative basis, the

impact of all shareholder “as-of” transactions processed through BNYM’s transfer agent system (the “BNYM

System”). This tracking is reflected on the daily SuperSheets prepared by BNYM. For Eaton Vance, daily and

cumulative gain/loss balances are reported “net” at the Portfolio level. To facilitate the tracking and reporting

process, BNYM assigns a responsibility code to track gain/loss by the following parties:

1. Management Company

• Management Company

• Dealer

2. Fund

• Estimates

• Shareholder

• Transmission Issue

3. Transfer Agent

Gain/Loss Reporting and Tracking

BNYM tracks the responsibility by Management Company, Fund and Transfer Agent for all gains and losses

generated by “as-of” transactions. BNYM may also prepare detailed explanations of “as-of” activity, primarily for

Page 68


internal process improvement purposes. Additionally, a daily/weekly/monthly gain/loss report can be made
available to designated individuals at the Fund(s) upon request.

Standard of Materiality

Materiality shall be defined as the point at which the NAV of the Fund is impacted. Materiality is further classified
into two categories.

•	Daily Event / Material Price Impact:
	A pricing error will be considered material if the error is greater than or equal to $.005 per outstanding share on
	a given day.

•	Daily Event / Non-Material Price Impact:
	A pricing error will be considered non-material if the error is less than $.005 per outstanding share on a given
	day.


Procedure

Daily Event / Material Price Impact

In the event that an “as-of” gain/loss amount to the Fund is equal to or exceeds $.005 per outstanding share on any
business day, the Fund’s fund accounting service provider (“Fund Accounting”) will be responsible for notifying
BNYM and the Fund(s). In addition, Fund Accounting will immediately book the appropriate payable/receivable entry
in order to “keep the Fund whole.” At that time, BNYM will provide a detailed explanation of the transaction, or
transactions, which caused the “as-of” amount to equal or exceed the $.005 per outstanding share threshold. BNYM
will work closely with the Fund(s) to identify and resolve the full gain/loss amount.

Upon confirmation of the reason(s) for any such material price impact resulting from an “as-of” loss on a given day, the
responsible party or parties is required to reimburse the full amount due to the Fund. Such reimbursement will occur
within a 30 day period and outside of the normal monthly settle-up process.



Daily Event / Non-Material Price Impact

BNYM will be responsible for reimbursing the Funds for Transfer Agency designated netted losses of $200 or
greater and will settle up on a monthly basis. Netting is only applicable if a gain and loss is generated on related “as
of” transactions within the same Portfolio. Related transactions would be defined as transactions processed within
the scope of a single adjustment occurrence within the same Portfolio. Otherwise, all gains will remain with the
Funds. On an annual basis, the reimbursement by BNYM for net losses will not exceed $100,000. For resolution of
all loss amounts above the $100,000 annual threshold, BNYM reserves the right to negotiate a mutually agreed upon
settlement with Eaton Vance.

The responsibility for the tracking and recovery of all other amounts owed to the Funds resulting from “as of”
transaction activity resides with Eaton Vance.



BNYM will utilize the procedures outlined below for dividend accrual gain/loss resulting from any “as of” trading
activity occurring within a given calendar month and “late dividends” resulting from “as-of” transactions crossing a
Funds ex-date.

Late Dividend Gain/Loss

Page 69

Late dividend gain/loss results from “as-of” trade activity that generates a dividend/capital gain after the Funds

payable date. Late dividend gain/loss will be reported to Eaton Vance and recovered in accordance with their

existing gain/loss reimbursement procedures.

Interest Compensation

In the event of a check disbursement or wire payment error in which the shareholder has lost interest due to a

misrouting of the proceeds, BNYM will not pay interest compensation to the shareholder until reimbursement of

such interest earnings are received from the bank that erroneously benefited from the misrouted payment. In cases

where BNYM is at fault, payment of interest compensation to the shareholder will not be delayed.

Page 70

EXHIBIT (h)(5)


SUB-TRANSFER AGENCY SERVICES AGREEMENT
	This Sub-Transfer Agency Services Agreement (the “Agreement”) is effective as of September 1,
2011 by and between BNY Mellon Investment Servicing (US) Inc. (BNYM), a Massachusetts corporation
(f/k/a PNC Global Investment Servicing (U.S.) Inc.), and Eaton Vance Management, a Massachusetts
business trust (“Eaton Vance”).
	W I T N E S S E T H:
	WHEREAS, pursuant to that certain Transfer Agency Agreement, with an effective date of
September 1, 2011, by and between BNYM and the registered investment companies listed on Schedule B
thereto, as such Schedule B may be amended from time to time ("Listed Investment Companies"), BNYM
serves as transfer agent for the Listed Investment Companies (the “TA Agreement”); and
	WHEREAS, BNYM and Eaton Vance were parties to a Sub-Transfer Agency Services Agreement,
dated as of August 1, 2008 (the "2008 Agreement"), which provided for Eaton Vance to perform certain of
BNYM’s duties under the predecessor agreement to the TA Agreement; and
	WHEREAS, the 2008 Agreement is being terminated simultaneously with the execution of this
Agreement; and
	WHEREAS, Eaton Vance and BNYM desire that Eaton Vance be retained by BNYM to continue
performing certain duties of BNYM under the TA Agreement for the "Funds", which is hereby defined to
mean the registered investment companies for which BNYM acts as transfer agent under the TA Agreement
and any successor agreements to the TA Agreement.
	NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1.	Definitions. As used in this Agreement:
(a)	“1933 Act” means the Securities Act of 1933, as amended.
(b)	“1934 Act” means the Securities Exchange Act of 1934, as amended.
(c)	“Authorized Person” means any officer of the Fund and any other person duly authorized by the

-1-


	Fund’s Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Funds.
	An Authorized Person’s scope of authority may be limited by setting forth such limitation in a
	written document signed by both parties hereto.
(d)	“Financial Intermediaries” means any investment advisor, broker-dealer, financial planner or any
	other person authorized by a Shareholder or a Fund to act on behalf of a Shareholder.
(e)	“SEC” means the Securities and Exchange Commission.
(f)	“Securities Laws” mean the 1933 Act, the 1934 Act and the 1940 Act.
(g)	“Shareholder” means a record owner of Shares of a Fund.
(h)	“Shares” mean the shares of beneficial interest of any series or class of the Funds.
2.	Appointment . BNYM hereby engages Eaton Vance to perform those services set forth on the
attached Schedule A in accordance with the terms set forth in this Agreement and Eaton Vance agrees to
perform such services directly on behalf of the Funds.
3.	Compliance with Rules and Regulations . Eaton Vance shall comply with all applicable
requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by Eaton Vance hereunder.
4.	Records . The books and records pertaining to the Funds, which are in the possession or under the
control of Eaton Vance, shall be the property of the Funds. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable Securities Laws, rules and regulations. The
Funds shall have access to such books and records at all times during normal business hours. Upon the
reasonable request of the Funds, copies of any such books and records shall be provided by Eaton Vance to
the Funds.
5.	Confidentiality .
(a)	Each party shall keep confidential any information relating to the other party’s business
	(“Confidential Information”). Confidential Information shall include:
	(i)	any data or information that is competitively sensitive material, and not generally known to
		the public, including, but not limited to, information about product plans, marketing
		strategies, finances, operations, customer relationships, customer profiles, customer lists,

-2-


		sales estimates, business plans, and internal performance results relating to the past, present
		or future business activities of Eaton Vance or BNYM, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of them;
	(ii)	any scientific or technical information, design, process, procedure, formula, or improvement
		that is commercially valuable and secret in the sense that its confidentiality affords Eaton
		Vance or BNYM a competitive advantage over its competitors;
	(iii)	all confidential or proprietary concepts, documentation, reports, data, specifications,
		computer software, source code, object code, flow charts, databases, inventions, know-how,
		and trade secrets, whether or not patentable or copyrightable; and
	(iv)	anything designated as confidential.
(b)	Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if
	it:
	(i)	is already known to the receiving party at the time it is obtained;
	(ii)	is or becomes publicly known or available through no wrongful act of the receiving party;
	(iii)	is rightfully received from a third party who, to the best of the receiving party’s knowledge,
		is not under a duty of confidentiality;
	(iv)	is released by the protected party to a third party without restriction;
	(v)	is required to be disclosed by the receiving party pursuant to a requirement of a court order,
		subpoena, governmental or regulatory agency or law (provided the receiving party will
		provide the other party written notice of such requirement, to the extent such notice is
		permitted);
	(vi)	is relevant to the defense of any claim or cause of action asserted against the receiving party;
		or
	(vii)	has been or is independently developed or obtained by the receiving party.

6.	Compensation BNYM and Eaton Vance acknowledge that the Funds have agreed to pay to BNYM
an amount equal to the lesser of (i) actual expense of Eaton Vance associated with providing the services set
forth in this Agreement; or (ii) $2,500,000.00 annually. BNYM shall, within thirty (30) of receipt of the
foregoing payment from the Funds, remit to Eaton Vance such monies so received as compensation for the
services performed by Eaton Vance hereunder. BNYM shall have no obligation to make payments to Eaton
Vance unless and until it receives payment from the Funds. In addition, it shall be the responsibility of Eaton
Vance to provide information with respect to its expense associated with the services provided pursuant to

-3-


this Agreement.
	Eaton Vance represents and warrants to BNYM that (i) the terms of this Agreement, (ii) the fees and
expenses associated with this Agreement, and (iii) any benefits accruing to BNYM or to Eaton Vance in
connection with this Agreement, including all payments, fee waivers, or reimbursements made or to be made
by BNYM to Eaton Vance or any affiliate of the Fund relating to the Agreement have been fully disclosed to
the Board of Trustees of the Funds and that, if required by applicable law, such Board of Trustees has
approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
7.	Indemnification . BNYM shall have no liability for and Eaton Vance agrees to indemnify, defend
and hold harmless BNYM and its affiliates, including their respective officers, directors, agents and
employees, from any and all taxes, charges, expenses, assessments, claims and liabilities (including, without
limitation, attorneys’ fees and disbursements and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act
which Eaton Vance takes in connection with the provision of services hereunder. The provisions of this
Section 7 shall survive termination of this Agreement.
8.	Duration and Termination . This Agreement shall be effective on the date first written above and
unless otherwise terminated by the parties shall remain in effect until the termination of the later of (i) TA
Agreement or (ii) any successor agreement to the TA Agreement entered into between BNYM and the
Funds.
9.	Notices . Notices shall be addressed (a) if to BNYM, to BNY Mellon Investment Servicing (US) Inc.
at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; with a copy to BNY Mellon
Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention Senior
Counsel – Transfer Agency, and (b) if to Eaton Vance, at Two International Place, Boston, MA 02110,
Attention: Vice President of Mutual Funds Operations; with a copy to Eaton Vance, Two International Place,
Boston, N 02110, Attention Chief Legal Officer; or (c) if to neither of the foregoing, at such other address as
shall have been given by like notice to the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to

-4-


have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three
days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the
day it is delivered.
10.	Amendments . This Agreement, or any term thereof, may be changed or waived only by a written
amendment, signed by the party against whom enforcement of such change or waiver is sought.
11.	Delegation; Assignment . Except as expressly provided in this Section 11, no party may assign or
transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of
the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be
void. Any assignment of this Agreement (as defined in the 1940 Act) shall require written consent of the
other party. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a
transfer by operation of law shall be considered a "transfer" under this Section and require written consent of
the other party. Notwithstanding the foregoing: BNYM may assign or transfer this Agreement to an
Affiliate, provided that BNYM gives the Eaton Vance thirty (30) days' prior written notice of such
assignment or transfer and such assignment or transfer does not impair Eaton Vance's receipt of services
under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms
of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource
to any third party with respect to the performance of any one or more of the functions, services, duties or
obligations of BNYM under this Agreement but BNYM will be fully responsible for the actions or inactions
of any such third party to the same extent as if such actions or inactions had been taken by BNYM directly.
12.	Counterparts . This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
13.	Further Actions . Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
14.	Miscellaneous .
(a)	Entire Agreement . This Agreement embodies the entire agreement and understanding between the
	parties and supersedes all prior agreements (including the Superseded Agreement) and

-5-


	understandings relating to the subject matter hereof, provided that the parties may embody in one or
	more separate documents their agreement, if any, with respect to delegated duties.
(b)	Captions . The captions in this Agreement are included for convenience of reference only and in no
	way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(d)	Governing Law . This Agreement shall be deemed to be a contract made in Delaware and governed
	by Delaware law, without regard to principles of conflicts of law.
(e)	Partial Invalidity . If any provision of this Agreement shall be held or made invalid by a court
	decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(f)	Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the
	parties hereto and their respective successors and permitted assigns.
(g)	Facsimile Signatures . The facsimile signature of any party to this Agreement shall constitute the
	valid and binding execution hereof by such party.
(h)	To help the U.S. government fight the funding of terrorism and money laundering activities, U.S.
	Federal law requires each financial institution to obtain, verify, and record certain information that
	identifies each person who initially opens an account with that financial institution on or after
	October 1, 2003. Certain of BNYM’s affiliates are financial institutions, and BNYM may, as a
	matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer
	identification number or other government-issued identification number, and, if such party is a
	natural person, that party’s date of birth. BNYM may also ask (and may have already asked) for
	additional identifying information, and BNYM may take steps (and may have already taken steps) to
	verify the authenticity and accuracy of these data elements.

-6-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

day and year first above written.

BNY MELLON INVESTMENT SERVICING (US) INC.

By: /s/ Susan M. Frasu

Name: Susan M. Frasu

Title: Managing Director

EATON VANCE MANAGEMENT

By: /s/ Russell Curtis

Name: Russell Curtis

Title: Vice President

-7-

SCHEDULE A

Eaton Vance shall perform the following services directly on behalf of the Funds:

Provide call center services to Financial Intermediaries and Shareholders.
Answer written inquiries relating to Shareholder accounts (matters relating to portfolio management, distribution of Shares and other management policy questions will be referred to the Funds).
Furnish a prospectus and/or Statement of Additional Information (“SAI”) to any Shareholder who requests (in writing or by telephone) a prospectus or SAI from a Fund.
Processing transaction requests received via telephone.

-8-

EXHIBIT (h)(6)(a)

August 17, 2011

Eaton Vance Funds
c/o The Board of Trustees
Two International Place
Boston, Massachusetts 02110

Re: Expense Waivers/Reimbursements

Ladies and Gentlemen:

As you know, we and certain of our affiliates (collectively referred to herein as“we,”“us”or “our”as the context requires) currently provide administrative, advisory, distribution and/or other services to the Eaton Vance Funds. We hereby agree with each series of the trusts listed on Schedule A to this letter (each a“Trust”and collectively the "Trusts") that for each class of shares of each series of the Trust listed we will waive our fees and/or reimburse operating expenses (other than Excluded Expenses, as defined below) payable by that series for each such class to the extent necessary so that the series' aggregate operating expenses for each such class would not exceed on a per annum basis the percentage of average daily net assets specified for that series on Schedule A or such other agreed upon amount specified on Schedule A (referred to herein as the“contractual expense cap”).

Series and class expenses are accrued, and any applicable contractual expense caps are applied, daily. If for any period during a series’ fiscal year we have waived our fees or reimbursed any expenses, we will be entitled to recoup from the relevant series and/or class such amounts to the extent expenses in another period during that fiscal year are less than the contractual expense cap and such amounts have not already been recouped.

The term“Excluded Expenses”means: brokerage commission costs; expenditures capitalized in accordance with generally accepted accounting principles; acquired fund fees and expenses (as determined in accordance with the instructions to Item 3 of Form N-1A) to the extent the acquired fund is (a) not affiliated with the series (unless otherwise noted on Schedule A) or (b) Eaton Vance Cash Free Reserves Fund, LLC or Cash Collateral Fund, LLC; expenses of interest (including but not limited to securities lending agency fees), taxes, litigation, indemnification; or other expenses not incurred in the ordinary course of a series’ or class’ business. Notwithstanding the foregoing, in the event the operating expenses of a series (or a class thereof) that invests substantially all of its assets in one or more underlying investment companies advised or administered by us (referred to herein as“Portfolios”) exceed that series’ contractual expense cap after the waiver of our series level fees and reimbursement of series/class level expenses, we may waive our fees at the Portfolio level or reimburse Portfolio level operating expenses to the extent necessary to achieve the contractual expense cap for the series.

In addition, from time to time we may waive our fees and/or reimburse operating expenses (other than Excluded Expenses) for classes of shares of certain series of the Eaton Vance Funds on a voluntary basis (referred to herein as a“voluntary fee cap”). We may modify or

terminate a voluntary fee cap at any time, provided that we notify you in advance of any such modification or termination. In the event the modification or termination is to be implemented prior to your next meeting, we will notify the Chairman of the Board of the modification or termination. We may recoup amounts we waive or reimburse pursuant to a voluntary fee cap on the same basis as we may recoup amounts waived or reimbursed pursuant to a contractual expense cap (described above).

The agreements in this letter will take effect as to each series and class on the date indicated on Schedule A and will remain in effect as to each series and class until the date specified opposite that series on Schedule A. Thereafter, the agreements in this letter will automatically renew for one-year terms unless we provide you with notice of the termination of the contractual expense cap for a given class and/or series prior to the end of the then current term for that class and series. In addition, the agreements in this letter will terminate upon us ceasing to serve as the investment adviser of the series or the Portfolio(s) in which that series invests. We may amend Schedule A hereto from time to time, with the consent of the Trusts, to add series and classes and to reflect the extension of termination dates. Any other amendment to the terms of this letter or to Schedule A would require the written agreement of both you and us.

We, Eaton Vance Management, and each of the Trusts are Massachusetts business trusts formed under a declaration of trust. We acknowledge that all persons dealing with a Trust must look solely to the property of that Trust for satisfaction of claims of any nature against the Trust, as neither the trustees, officers, employees nor shareholders of the Trust assume any personal liability in connection with its business or for obligations entered into on its behalf. Each Trust acknowledges that all persons dealing with Eaton Vance Management must look solely to the property of Eaton Vance Management for satisfaction of claims of any nature against Eaton Vance, as neither the trustees, officers, employees nor shareholders of Eaton Vance Management assume any personal liability in connection with its business or for obligations entered into on our behalf.

Please sign below to confirm your agreement with the terms of this letter.

Sincerely,

Eaton Vance Management

By: /s/ Thomas E. Faust Jr.
Name: Thomas E. Faust Jr.
Title: President

Agreed:

On behalf of the Eaton Vance Funds

By: /s/ Maureen A. Gemma
Name: Maureen A. Gemma
Title: Secretary

Schedule A
As of August 17, 2011


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Eaton Vance Growth Trust
Asian Small Companies Fund Class A	2.04%	4/28/2011	4/28/2013
Asian Small Companies Fund Class B	2.74%	4/28/2011	4/28/2013

Greater China Growth Fund Class A	1.95%	4/28/2011	4/28/2013
Greater China Growth Fund Class B	2.65%	4/28/2011	4/28/2013
Greater China Growth Fund Class C	2.65%	4/28/2011	4/28/2013
Greater China Growth Fund Class I	1.65%	4/28/2011	4/28/2013

Multi-Cap Growth Fund Class A	1.28%	11/8/2010	12/31/2011
Multi-Cap Growth Fund Class B	2.03%	11/8/2010	12/31/2011
Multi-Cap Growth Fund Class C	2.03%	11/8/2010	12/31/2011

Richard Bernstein Multi-Market Equity Strategy Fund Class A	1.50%	10/12/2010	12/31/2011
Richard Bernstein Multi-Market Equity Strategy Fund Class C	2.25%	10/12/2010	12/31/2011
Richard Bernstein Multi-Market Equity Strategy Fund Class I	1.25%	10/12/2010	12/31/2011

Atlanta Capital SMID-Cap Fund Class A	1.20%	2/1/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class I	0.95%	2/1/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class R	1.45%	7/31/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class C	1.95%	9/30/2009	1/31/2012

Atlanta Capital Focused Growth Fund Class A	1.25%	2/1/2009	1/31/2013
Atlanta Capital Focused Growth Fund Class C	2.00%	5/2/2011	1/31/2013
Atlanta Capital Focused Growth Fund Class I	1.00%	2/1/2009	1/31/2013

Focused Growth Opportunities Fund Class A	1.25%	3/7/2011	6/30/2012
Focused Growth Opportunities Fund Class C	2.00%	3/7/2011	6/30/2012
Focused Growth Opportunities Fund Class I	1.00%	3/7/2011	6/30/2012

Focused Value Opportunities Fund Class A	1.25%	3/7/2011	6/30/2012
Focused Value Opportunities Fund Class C	2.00%	3/7/2011	6/30/2012
Focused Value Opportunities Fund Class I	1.00%	3/7/2011	6/30/2012

Eaton Vance Municipals Trust
Municipal Opportunities Fund Class A	1.10%	5/31/2011	11/30/2012
Municipal Opportunities Fund Class I	0.85%	5/31/2011	11/30/2012

Eaton Vance Municipals Trust II
Tax-Advantaged Bond Strategies Intermediate Term Fund Class A	0.95%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Intermediate Term Fund Class C	1.70%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Intermediate Term Fund Class I	0.70%	2/1/2010	5/31/2013

Tax-Advantaged Bond Strategies Long Term Fund Class A	0.95%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Long Term Fund Class C	1.70%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Long Term Fund Class I	0.70%	2/1/2010	5/31/2013

Eaton Vance Mutual Funds Trust
Emerging Markets Local Income Fund Class A	1.25%	3/1/2009	2/28/2012
Emerging Markets Local Income Fund Class C	1.95%	8/1/2010	2/28/2012
Emerging Markets Local Income Fund Class I	0.95%	11/30/2009	2/28/2012

International Multi-Market Local Income Fund Class A	1.10%	3/1/2008	2/28/2012
International Multi-Market Local Income Fund Class C	1.80%	3/1/2011	2/28/2012
International Multi-Market Local Income Fund Class I	0.80%	3/1/2011	2/28/2012


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Mutual Funds Trust (cont’d)
Large-Cap Core Research Fund Class A	1.25%	6/17/2008	4/30/2012
Large-Cap Core Research Fund Class I	1.00%	6/17/2008	4/30/2012
Large-Cap Core Research Fund Class C	2.00%	9/30/2009	4/30/2012

Parametric Structured Commodity Strategy Fund Class I	0.75%	5/25/2010	5/31/2012

Parametric Structured International Equity Fund Class A	1.50%	3/31/2010	5/31/2012
Parametric Structured International Equity Fund Class C	2.25%	3/31/2010	5/31/2012
Parametric Structured International Equity Fund Class I	1.25%	3/31/2010	5/31/2012

Atlanta Capital Horizon Growth Fund Class A	1.40%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class B	2.15%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class C	2.15%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class I	1.15%	5/2/2011	2/28/2013

Build America Bond Fund Class A	0.95%	11/17/2009	2/28/2013
Build America Bond Fund Class C	1.70%	11/17/2009	2/28/2013
Build America Bond Fund Class I	0.70%	11/17/2009	2/28/2013

Global Macro Absolute Return Advantage Fund Class A	1.55%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class C	2.25%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class I	1.25%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class R	1.75%	12/1/2010	2/28/2013

Tax-Managed Small-Cap Value Fund Class A	1.45%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class B	2.20%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class C	2.20%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class I	1.20%	7/1/2011	2/28/2013

Eaton Vance Special Investment Trust
Enhanced Equity Option Income Fund Class A	1.50%	2/29/08	3/31/2012
Enhanced Equity Option Income Fund Class C	2.25%	2/29/08	3/31/2012
Enhanced Equity Option Income Fund Class I	1.25%	2/29/08	3/31/2012

Short Term Real Return Fund Class A	1.15%	3/31/2010	2/28/2012
Short Term Real Return Fund Class C	1.90%	3/31/2010	2/28/2012
Short Term Real Return Fund Class I	0.90%	3/31/2010	2/28/2012

Risk-Managed Equity Option Income Fund Class A	1.50%	2/29/08	3/31/2012
Risk-Managed Equity Option Income Fund Class C	2.25%	2/29/08	3/31/2012
Risk-Managed Equity Option Income Fund Class I	1.25%	2/29/08	3/31/2012

Investment Grade Income Fund Class I	0.70%	10/15/2007	4/30/2012
Investment Grade Income Fund Class A	0.95%	1/2/2009	4/30/2012

Real Estate Fund Class I	1.15%	5/1/2007	4/30/2012
Real Estate Fund Class A	1.40%	6/8/2010	4/30/2012

Equity Asset Allocation Fund Class A	1.45%	5/1/2008	4/30/2012
Equity Assets Allocation Fund Class C	2.20%	5/1/2008	4/30/2012
Equity Asset Allocation Fund Class I	1.20%	5/1/2008	4/30/2012

Large-Cap Growth Fund Class A	1.25%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class B	2.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class C	2.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class I	1.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class R	1.50%	7/31/2009	4/30/2012


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Special Investment Trust (cont’d)
Small-Cap Fund Class A	1.50%	8/29/2008	4/30/2012
Small-Cap Fund Class B	2.25%	8/29/2008	4/30/2012
Small-Cap Fund Class C	2.25%	8/29/2008	4/30/2012
Small-Cap Fund Class I	1.25%	8/29/2008	4/30/2012
Small-Cap Fund Class R	1.75%	7/31/2009	4/30/2012

Commodity Strategy Fund Class A	1.50%	4/7/2010	4/30/2012
Commodity Strategy Fund Class C	2.25%	4/7/2010	4/30/2012
Commodity Strategy Fund Class I	1.25%	4/7/2010	4/30/2012

Parametric Option Absolute Return Strategy Fund Class A	1.75%	9/27/2010	4/30/2012
Parametric Option Absolute Return Strategy Fund Class C	2.50%	9/27/2010	4/30/2012
Parametric Option Absolute Return Strategy Fund Class I	1.50%	9/27/2010	4/30/2012

Greater India Fund Class A	1.88%	4/28/2011	4/28/2013
Greater India Fund Class B	2.58%	4/28/2011	4/28/2013
Greater India Fund Class C	2.58%	4/28/2011	4/28/2013
Greater India Fund Class I	1.58%	4/28/2011	4/28/2013

Small-Cap Value Fund Class A	1.45%	7/1/2011	4/30/2013
Small-Cap Value Fund Class B	2.20%	7/1/2011	4/30/2013
Small-Cap Value Fund Class C	2.20%	7/1/2011	4/30/2013
Small-Cap Value Fund Class I	1.20%	7/1/2011	4/30/2013

Eaton Vance Variable Trust
VT Large-Cap Value Fund	1.30%	5/1/2008	4/30/2012

EXHIBIT (h)(6)(b)

Schedule A
As of September 30, 2011


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Eaton Vance Growth Trust
Asian Small Companies Fund Class A	2.04%	4/28/2011	4/28/2013
Asian Small Companies Fund Class B	2.74%	4/28/2011	4/28/2013

Greater China Growth Fund Class A	1.95%	4/28/2011	4/28/2013
Greater China Growth Fund Class B	2.65%	4/28/2011	4/28/2013
Greater China Growth Fund Class C	2.65%	4/28/2011	4/28/2013
Greater China Growth Fund Class I	1.65%	4/28/2011	4/28/2013

Multi-Cap Growth Fund Class A	1.28%	11/8/2010	12/31/2011
Multi-Cap Growth Fund Class B	2.03%	11/8/2010	12/31/2011
Multi-Cap Growth Fund Class C	2.03%	11/8/2010	12/31/2011

Richard Bernstein Equity Strategy Fund Class A	1.50%	10/12/2010	12/31/2011
Richard Bernstein Equity Strategy Fund Class C	2.25%	10/12/2010	12/31/2011
Richard Bernstein Equity Strategy Fund Class I	1.25%	10/12/2010	12/31/2011

Atlanta Capital SMID-Cap Fund Class A	1.20%	2/1/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class I	0.95%	2/1/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class R	1.45%	7/31/2009	1/31/2012
Atlanta Capital SMID-Cap Fund Class C	1.95%	9/30/2009	1/31/2012

Atlanta Capital Focused Growth Fund Class A	1.25%	2/1/2009	1/31/2013
Atlanta Capital Focused Growth Fund Class C	2.00%	5/2/2011	1/31/2013
Atlanta Capital Focused Growth Fund Class I	1.00%	2/1/2009	1/31/2013

Focused Growth Opportunities Fund Class A	1.25%	3/7/2011	6/30/2012
Focused Growth Opportunities Fund Class C	2.00%	3/7/2011	6/30/2012
Focused Growth Opportunities Fund Class I	1.00%	3/7/2011	6/30/2012

Focused Value Opportunities Fund Class A	1.25%	3/7/2011	6/30/2012
Focused Value Opportunities Fund Class C	2.00%	3/7/2011	6/30/2012
Focused Value Opportunities Fund Class I	1.00%	3/7/2011	6/30/2012

Richard Bernstein All Asset Strategy Fund Class A ^*	1.45%	9/30/2011	1/31/2013
Richard Bernstein All Asset Strategy Fund Class C ^*	2.20%	9/30/2011	1/31/2013
Richard Bernstein All Asset Strategy Fund Class I ^*	1.20%	9/30/2011	1/31/2013

Eaton Vance Municipals Trust
Municipal Opportunities Fund Class A	1.10%	5/31/2011	11/30/2012
Municipal Opportunities Fund Class I	0.85%	5/31/2011	11/30/2012

Eaton Vance Municipals Trust II
Tax-Advantaged Bond Strategies Intermediate Term Fund Class A	0.95%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Intermediate Term Fund Class C	1.70%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Intermediate Term Fund Class I	0.70%	2/1/2010	5/31/2013

Tax-Advantaged Bond Strategies Long Term Fund Class A	0.95%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Long Term Fund Class C	1.70%	2/1/2010	5/31/2013
Tax-Advantaged Bond Strategies Long Term Fund Class I	0.70%	2/1/2010	5/31/2013

Eaton Vance Mutual Funds Trust
Emerging Markets Local Income Fund Class A	1.25%	3/1/2009	2/28/2012
Emerging Markets Local Income Fund Class C	1.95%	8/1/2010	2/28/2012
Emerging Markets Local Income Fund Class I	0.95%	11/30/2009	2/28/2012

^*	Contractual Expense Cap includes acquired fund fees and expenses from unaffiliated funds.


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Mutual Funds Trust (cont’d)
International Multi-Market Local Income Fund Class A	1.10%	3/1/2008	2/28/2012
International Multi-Market Local Income Fund Class C	1.80%	3/1/2011	2/28/2012
International Multi-Market Local Income Fund Class I	0.80%	3/1/2011	2/28/2012

Large-Cap Core Research Fund Class A	1.25%	6/17/2008	4/30/2012
Large-Cap Core Research Fund Class I	1.00%	6/17/2008	4/30/2012
Large-Cap Core Research Fund Class C	2.00%	9/30/2009	4/30/2012

Parametric Structured Commodity Strategy Fund Class I	0.75%	5/25/2010	5/31/2012

Parametric Structured International Equity Fund Class A	1.50%	3/31/2010	5/31/2012
Parametric Structured International Equity Fund Class C	2.25%	3/31/2010	5/31/2012
Parametric Structured International Equity Fund Class I	1.25%	3/31/2010	5/31/2012

Atlanta Capital Horizon Growth Fund Class A	1.40%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class B	2.15%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class C	2.15%	5/2/2011	2/28/2013
Atlanta Capital Horizon Growth Fund Class I	1.15%	5/2/2011	2/28/2013

Build America Bond Fund Class A	0.95%	11/17/2009	2/28/2013
Build America Bond Fund Class C	1.70%	11/17/2009	2/28/2013
Build America Bond Fund Class I	0.70%	11/17/2009	2/28/2013

Global Macro Absolute Return Advantage Fund Class A	1.55%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class C	2.25%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class I	1.25%	8/25/2010	2/28/2013
Global Macro Absolute Return Advantage Fund Class R	1.75%	12/1/2010	2/28/2013

Tax-Managed Small-Cap Value Fund Class A	1.45%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class B	2.20%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class C	2.20%	7/1/2011	2/28/2013
Tax-Managed Small-Cap Value Fund Class I	1.20%	7/1/2011	2/28/2013

Eaton Vance Special Investment Trust
Short Term Real Return Fund Class A	1.15%	3/31/2010	2/28/2012
Short Term Real Return Fund Class C	1.90%	3/31/2010	2/28/2012
Short Term Real Return Fund Class I	0.90%	3/31/2010	2/28/2012

Risk-Managed Equity Option Income Fund Class A	1.50%	2/29/08	3/31/2012
Risk-Managed Equity Option Income Fund Class C	2.25%	2/29/08	3/31/2012
Risk-Managed Equity Option Income Fund Class I	1.25%	2/29/08	3/31/2012

Investment Grade Income Fund Class I	0.70%	10/15/2007	4/30/2012
Investment Grade Income Fund Class A	0.95%	1/2/2009	4/30/2012

Real Estate Fund Class I	1.15%	5/1/2007	4/30/2012
Real Estate Fund Class A	1.40%	6/8/2010	4/30/2012

Equity Asset Allocation Fund Class A	1.45%	5/1/2008	4/30/2012
Equity Assets Allocation Fund Class C	2.20%	5/1/2008	4/30/2012
Equity Asset Allocation Fund Class I	1.20%	5/1/2008	4/30/2012

Large-Cap Growth Fund Class A	1.25%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class B	2.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class C	2.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class I	1.00%	5/1/2008	4/30/2012
Large-Cap Growth Fund Class R	1.50%	7/31/2009	4/30/2012


	Contractual	Effective	Termination
Trust, Series and Class	Expense Cap	Date	Date

Special Investment Trust (cont’d)
Small-Cap Fund Class A	1.50%	8/29/2008	4/30/2012
Small-Cap Fund Class B	2.25%	8/29/2008	4/30/2012
Small-Cap Fund Class C	2.25%	8/29/2008	4/30/2012
Small-Cap Fund Class I	1.25%	8/29/2008	4/30/2012
Small-Cap Fund Class R	1.75%	7/31/2009	4/30/2012

Commodity Strategy Fund Class A	1.50%	4/7/2010	4/30/2012
Commodity Strategy Fund Class C	2.25%	4/7/2010	4/30/2012
Commodity Strategy Fund Class I	1.25%	4/7/2010	4/30/2012

Parametric Option Absolute Return Strategy Fund Class A	1.75%	9/27/2010	4/30/2012
Parametric Option Absolute Return Strategy Fund Class C	2.50%	9/27/2010	4/30/2012
Parametric Option Absolute Return Strategy Fund Class I	1.50%	9/27/2010	4/30/2012

Greater India Fund Class A	1.88%	4/28/2011	4/28/2013
Greater India Fund Class B	2.58%	4/28/2011	4/28/2013
Greater India Fund Class C	2.58%	4/28/2011	4/28/2013
Greater India Fund Class I	1.58%	4/28/2011	4/28/2013

Small-Cap Value Fund Class A	1.45%	7/1/2011	4/30/2013
Small-Cap Value Fund Class B	2.20%	7/1/2011	4/30/2013
Small-Cap Value Fund Class C	2.20%	7/1/2011	4/30/2013
Small-Cap Value Fund Class I	1.20%	7/1/2011	4/30/2013

Eaton Vance Variable Trust
VT Large-Cap Value Fund	1.30%	5/1/2008	4/30/2012

EXHIBIT (i)(2)

CONSENT OF COUNSEL

I consent to the incorporation by reference in this Post-Effective Amendment No. 121 to the Registration Statement of Eaton Vance Growth Trust (1933 Act File No. 2-22019) of my opinion dated July 12, 2011, which was filed as Exhibit (i) to Post-Effective Amendment No. 120.


	/s/ Katy D. Burke Katy D. Burke, Esq.
	/s/ Katy D. Burke Katy D. Burke, Esq.

September 29, 2011

Boston, Massachusetts

EXHIBIT (m)(1)(b)

SCHEDULE A

EATON VANCE GROWTH TRUST
CLASS A DISTRIBUTION PLAN
September 30, 2011


Name of Fund	Adoption Date

Eaton Vance Atlanta Capital Focused Growth Fund	October 20, 2003
Eaton Vance Atlanta Capital SMID-Cap Fund	October 20, 2003
Eaton Vance Focused Growth Opportunities Fund	March 7, 2011
Eaton Vance Focused Value Opportunities Fund	March 7, 2011
Eaton Vance Multi-Cap Growth Fund	June 23, 1997
Eaton Vance Richard Bernstein All Asset Strategy Fund	September 30, 2011
Eaton Vance Richard Bernstein Equity Strategy Fund	August 9, 2010
Eaton Vance Worldwide Health Sciences Fund	March 7, 2011

A-1

EXHIBIT (m)(6)(b)

Schedule A

EATON VANCE GROWTH TRUST
CLASS C DISTRIBUTION PLAN
September 30, 2011


	Adoption	Distribution
Fund	Date	Fee

Eaton Vance Atlanta Capital Focused Growth Fund	May 2, 2011	0.75%
Eaton Vance Focused Growth Opportunities Fund	March 7, 2011	0.75%
Eaton Vance Focused Value Opportunities Fund	March 7, 2011	0.75%
Eaton Vance Richard Bernstein All Asset Strategy Fund	September 30, 2011	0.75%
Eaton Vance Richard Bernstein Equity Strategy Fund	August 9, 2010	0.75%

EXHIBIT (n)(2)

Schedule A

AMENDED AND RESTATED
MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS
September 30, 2011


Eaton Vance Growth Trust

Eaton Vance Asian Small Companies Fund	Eaton Vance Greater China Growth Fund
Eaton Vance Atlanta Capital Focused Growth Fund	Eaton Vance Multi-Cap Growth Fund
Eaton Vance Atlanta Capital SMID-Cap Fund	Eaton Vance Richard Bernstein All Asset Strategy Fund
Eaton Vance Focused Growth Opportunities Fund	Eaton Vance Richard Bernstein Equity Strategy Fund
Eaton Vance Focused Value Opportunities Fund	Eaton Vance Worldwide Health Sciences Fund

Eaton Vance Investment Trust

Eaton Vance AMT-Free Limited Maturity Municipal Income Fund	Eaton Vance New York Limited Maturity Municipal Income Fund
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund	Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund
Eaton Vance National Limited Maturity Municipal Income Fund


Eaton Vance Managed Income Term Trust

2019 Municipals	2019 Investment Grade Corporates
2029 Municipals	2019 Investment Grade Non-Financial Corporates

Eaton Vance Municipals Trust

Eaton Vance Alabama Municipal Income Fund	Eaton Vance Municipal Opportunities Fund
Eaton Vance Arizona Municipal Income Fund	Eaton Vance National Municipal Income Fund
Eaton Vance Arkansas Municipal Income Fund	Eaton Vance New Jersey Municipal Income Fund
Eaton Vance California Municipal Income Fund	Eaton Vance New York Municipal Income Fund
Eaton Vance Connecticut Municipal Income Fund	Eaton Vance North Carolina Municipal Income Fund
Eaton Vance Georgia Municipal Income Fund	Eaton Vance Ohio Municipal Income Fund
Eaton Vance Kentucky Municipal Income Fund	Eaton Vance Oregon Municipal Income Fund
Eaton Vance Maryland Municipal Income Fund	Eaton Vance Pennsylvania Municipal Income Fund
Eaton Vance Massachusetts Municipal Income Fund	Eaton Vance South Carolina Municipal Income Fund
Eaton Vance Minnesota Municipal Income Fund	Eaton Vance Tennessee Municipal Income Fund
Eaton Vance Missouri Municipal Income Fund	Eaton Vance Virginia Municipal Income Fund

Eaton Vance Municipals Trust II

Eaton Vance High Yield Municipal Income Fund
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund
Eaton Vance Tax-Advantaged Treasury-Linked Strategies Fund


Eaton Vance Mutual Funds Trust

Eaton Vance AMT-Free Municipal Income Fund
Eaton Vance Atlanta Capital Horizon Growth Fund		Eaton Vance Parametric Structured Emerging Markets Fund
Eaton Vance Build America Bond Fund		Eaton Vance Parametric Structured International Equity Fund
Eaton Vance Emerging Markets Local Income Fund		Eaton Vance Strategic Income Fund
Eaton Vance Floating-Rate Advantage Fund		Eaton Vance Tax-Managed Equity Asset Allocation Fund
Eaton Vance Floating-Rate Fund		Eaton Vance Tax-Managed Global Dividend Income Fund
Eaton Vance Floating-Rate & High Income Fund		Eaton Vance Tax-Managed Growth Fund 1.1
Eaton Vance Global Dividend Income Fund		Eaton Vance Tax-Managed Growth Fund 1.2
Eaton Vance Global Macro Absolute Return Advantage Fund		Eaton Vance Tax-Managed International Equity Fund
Eaton Vance Global Macro Absolute Return Fund		Eaton Vance Tax-Managed Multi-Cap Growth Fund
Eaton Vance Government Obligations Fund		Eaton Vance Tax-Managed Small-Cap Fund
Eaton Vance High Income Opportunities Fund		Eaton Vance Tax-Managed Small-Cap Value Fund
Eaton Vance International Multi-Market Local Income Fund		Eaton Vance Tax-Managed Value Fund
Eaton Vance Large-Cape Core Research Fund		Eaton Vance U.S. Government Money Market Fund
Eaton Vance Low Duration Fund		Parametric Structured Commodity Strategy Fund
Eaton Vance Multi-Strategy Absolute Return Fund


Eaton Vance Series Trust

Eaton Vance Tax-Managed Growth Fund 1.0


Eaton Vance Series Trust II

Eaton Vance Income Fund of Boston
Eaton Vance Parametric Tax-Managed Emerging Markets Fund


Eaton Vance Special Investment Trust

Eaton Vance Balanced Fund	Eaton Vance Parametric Option Absolute Return Strategy Fund
Eaton Vance Commodity Strategy Fund	Eaton Vance Real Estate Fund
Eaton Vance Dividend Builder Fund	Eaton Vance Risk-Managed Equity Option Fund
Eaton Vance Equity Asset Allocation Fund	Eaton Vance Short Term Real Return Fund
Eaton Vance Greater India Fund	Eaton Vance Small-Cap Fund
Eaton Vance Investment Grade Income Fund	Eaton Vance Small-Cap Value Fund
Eaton Vance Large-Cap Growth Fund	Eaton Vance Special Equities Fund
Eaton Vance Large-Cap Value Fund	Eaton Vance Tax-Advantaged Bond Strategies Real Return Fund

A-2

EXHIBIT (n)(3)

Schedule B

AMENDED AND RESTATED
MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS
(Classes of Shares)
September 30, 2011


	A	B	C	I	Advisers	R	S
*Eaton Vance Growth Trust*
Eaton Vance Asian Small Companies Fund	X	X	X	X
Eaton Vance Atlanta Capital Focused Growth Fund	X		X	X
Eaton Vance Atlanta Capital SMID-Cap Fund	X		X	X		X
Eaton Vance Focused Growth Opportunities Fund	X		X	X
Eaton Vance Focused Value Opportunities Fund	X		X	X
Eaton Vance Greater China Growth Fund	X	X	X	X
Eaton Vance Multi-Cap Growth Fund	X	X	X	X
Eaton Vance Richard Bernstein All Asset Strategy Fund	X		X	X
Eaton Vance Richard Bernstein Equity Strategy Fund	X		X	X
Eaton Vance Worldwide Health Sciences Fund	X	X	X	X		X

*Eaton Vance Investment Trust*
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund	X	X	X	X
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund	X	X	X	X
Eaton Vance National Limited Maturity Municipal Income Fund	X	X	X	X
Eaton Vance New York Limited Maturity Municipal Income Fund	X	X	X	X
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund	X	X	X	X

*Eaton Vance Managed Income Term Trust*
2019 Municipals	X			X
2029 Municipals	X			X
2019 Investment Grade Corporates	X			X
2019 Investment Grade Non-Financial Corporates	X			X

*Eaton Vance Municipals Trust*
Eaton Vance Alabama Municipal Income Fund	X	X	X	X
Eaton Vance Arizona Municipal Income Fund	X	X	X	X
Eaton Vance Arkansas Municipal Income Fund	X	X	X	X
Eaton Vance California Municipal Income Fund	X	X	X	X
Eaton Vance Connecticut Municipal Income Fund	X	X	X	X
Eaton Vance Georgia Municipal Income Fund	X	X	X	X
Eaton Vance Kentucky Municipal Income Fund	X	X	X	X
Eaton Vance Maryland Municipal Income Fund	X	X	X	X
Eaton Vance Massachusetts Municipal Income Fund	X		X	X
Eaton Vance Minnesota Municipal Income Fund	X	X	X	X
Eaton Vance Missouri Municipal Income Fund	X	X	X	X
Eaton Vance Municipal Opportunities Fund	X			X
Eaton Vance National Municipal Income Fund	X	X	X	X
Eaton Vance New Jersey Municipal Income Fund	X		X	X
Eaton Vance New York Municipal Income Fund	X	X	X	X


	A	B	C	I	Advisers	R	S
*Eaton Vance Municipals Trust cont’d*
Eaton Vance North Carolina Municipal Income Fund	X	X	X	X
Eaton Vance Ohio Municipal Income Fund	X		X	X
Eaton Vance Oregon Municipal Income Fund	X	X	X	X
Eaton Vance Pennsylvania Municipal Income Fund	X	X	X	X
Eaton Vance South Carolina Municipal Income Fund	X	X	X	X
Eaton Vance Tennessee Municipal Income Fund	X	X	X	X
Eaton Vance Virginia Municipal Income Fund	X	X	X	X

*Eaton Vance Municipals Trust II*
Eaton Vance High Yield Municipal Income Fund	X	X	X	X
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund	X		X	X
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund	X		X	X
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund	X		X	X
Eaton Vance Tax-Advantaged Treasury-Linked Strategies Fund	X		X	X

*Eaton Vance Mutual Funds Trust*
Eaton Vance AMT-Free Municipal Income Fund	X	X	X	X
Eaton Vance Atlanta Capital Horizon Growth Fund	X	X	X	X
Eaton Vance Build America Bond Fund	X		X	X
Eaton Vance Emerging Markets Local Income Fund	X		X	X
Eaton Vance Floating-Rate Advantage Fund	X	X	X	X	X
Eaton Vance Floating-Rate Fund	X	X	X	X	X
Eaton Vance Floating-Rate & High Income Fund	X	X	X	X	X
Eaton Vance Global Dividend Income Fund	X		X	X		X
Eaton Vance Global Macro Absolute Return Advantage Fund	X		X	X		X
Eaton Vance Global Macro Absolute Return Fund	X		X	X		X
Eaton Vance Government Obligations Fund	X	X	X	X		X
Eaton Vance High Income Opportunities Fund	X	X	X	X
Eaton Vance International Multi-Market Local Income Fund	X		X	X
Eaton Vance Large-Cap Core Research Fund	X		X	X
Eaton Vance Low Duration Fund	X	X	X	X
Eaton Vance Multi-Strategy Absolute Return Fund	X	X	X	X
Eaton Vance Parametric Structured Emerging Markets Fund	X		X	X
Eaton Vance Parametric Structured International Equity Fund	X		X	X
Eaton Vance Strategic Income Fund	X	X	X	X		X
Eaton Vance Tax-Managed Equity Asset Allocation Fund	X	X	X	X
Eaton Vance Tax-Managed Global Dividend Income Fund	X	X	X	X
Eaton Vance Tax-Managed Growth Fund 1.1	X	X	X	X			X
Eaton Vance Tax-Managed Growth Fund 1.2	X	X	X	X
Eaton Vance Tax-Managed International Equity Fund	X	X	X	X
Eaton Vance Tax-Managed Multi-Cap Growth Fund	X	X	X
Eaton Vance Tax-Managed Small-Cap Fund	X	X	X	X
Eaton Vance Tax-Managed Small-Cap Value Fund	X	X	X	X
Eaton Vance Tax-Managed Value Fund	X	X	X	X
Eaton Vance U.S. Government Money Market Fund	X	X	X
Parametric Structured Commodity Strategy Fund				X

B-2


	A	B	C	I	Advisers	R	S
*Eaton Vance Series Trust*
Eaton Vance Tax-Managed Growth Fund 1.0

*Eaton Vance Series Trust II*
Eaton Vance Income Fund of Boston	X	X	X	X		X
Eaton Vance Parametric Tax-Managed Emerging Markets Fund				X

*Eaton Vance Special Investment Trust*
Eaton Vance Balanced Fund	X	X	X	X
Eaton Vance Commodity Strategy Fund	X		X	X
Eaton Vance Dividend Builder Fund	X	X	X	X
Eaton Vance Equity Asset Allocation Fund	X		X	X
Eaton Vance Greater India Fund	X	X	X	X
Eaton Vance Investment Grade Income Fund	X			X
Eaton Vance Large-Cap Growth Fund	X	X	X	X		X
Eaton Vance Large-Cap Value Fund	X	X	X	X		X
Eaton Vance Parametric Option Absolute Return Strategy Fund	X		X	X
Eaton Vance Real Estate Fund	X			X
Eaton Vance Risk-Managed Equity Option Fund	X		X	X
Eaton Vance Short Term Real Return Fund	X		X	X
Eaton Vance Small-Cap Fund	X	X	X	X		X
Eaton Vance Small-Cap Value Fund	X	X	X	X
Eaton Vance Special Equities Fund	X	X	X	X
Eaton Vance Tax-Advantaged Bond Strategies Real Return Fund	X		X	X

B-3

EXHIBIT (n)(4)

Schedule C

AMENDED AND RESTATED
MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS
(12b-1 Distribution and/or Service Fees)
(as a % of average daily net assets)
September 30, 2011


	A	B	C	I	Advisers	R ¹	S
*Eaton Vance Growth Trust*
Eaton Vance Asian Small Companies Fund	0.30	1.00	N/A	N/A	N/A	N/A	N/A
Eaton Vance Atlanta Capital Focused Growth Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Atlanta Capital SMID-Cap Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Focused Growth Opportunities Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Focused Value Opportunities Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Greater China Growth Fund	0.30	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Multi-Cap Growth Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Richard Bernstein All Asset Strategy Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Richard Bernstein Equity Strategy Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Worldwide Health Sciences Fund	0.25	1.00	1.00	N/A	N/A	0.75	N/A

*Eaton Vance Investment Trust* *⁽²⁾*
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance National Limited Maturity Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance New York Limited Maturity Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A

*Eaton Vance Managed Income Term Trust*
2019 Municipals	0.25	N/A	N/A	N/A	N/A	N/A	N/A
2029 Municipals	0.25	N/A	N/A	N/A	N/A	N/A	N/A
2019 Investment Grade Corporates	0.25	N/A	N/A	N/A	N/A	N/A	N/A
2019 Investment Grade Non-Financial Corporates	0.25	N/A	N/A	N/A	N/A	N/A	N/A

*Eaton Vance Municipals Trust* *⁽³⁾*
Eaton Vance Alabama Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Arizona Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Arkansas Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance California Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Connecticut Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Georgia Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Kentucky Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Maryland Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Massachusetts Municipal Income Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A


	A	B	C	I	Advisers	R ¹	S
*Eaton Vance Municipals Trust cont’d* *⁽³⁾*
Eaton Vance Minnesota Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Missouri Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Municipal Opportunities Fund	0.25	N/A	N/A	N/A
Eaton Vance National Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance New Jersey Municipal Income Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance New York Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance North Carolina Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Ohio Municipal Income Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Oregon Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Pennsylvania Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance South Carolina Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tennessee Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Virginia Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A

*Eaton Vance Municipals Trust II* *⁽³⁾*
Eaton Vance High Yield Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A

*Eaton Vance Mutual Funds Trust*
Eaton Vance AMT-Free Municipal Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Atlanta Capital Horizon Growth Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Build America Bond Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Emerging Markets Local Income Fund	0.30	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Floating-Rate Advantage Fund	0.25	0.60	0.75	N/A	0.25	N/A	N/A
Eaton Vance Floating-Rate Fund	0.25	1.00	1.00	N/A	0.25	N/A	N/A
Eaton Vance Floating-Rate & High Income Fund	0.25	1.00	1.00	N/A	0.25	N/A	N/A
Eaton Vance Global Dividend Income Fund	0.25	N/A	1.00	N/A	N/A	0.75	N/A
Eaton Vance Global Macro Absolute Return Advantage Fund	0.30	N/A	1.00	N/A	N/A	0.75	N/A
Eaton Vance Global Macro Absolute Return Fund	0.30	N/A	1.00	N/A	N/A	0.75	N/A
Eaton Vance Government Obligations Fund	0.25	1.00	1.00	N/A	N/A	0.75	N/A
Eaton Vance High Income Opportunities Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance International Multi-Market Local Income Fund	0.30	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Large-Cap Core Research Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Low Duration Fund	0.25	1.00	0.85	N/A	N/A	N/A	N/A
Eaton Vance Multi-Strategy Absolute Return Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Parametric Structured Emerging Markets Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Parametric Structured International Equity Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Strategic Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Equity Asset Allocation Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Global Dividend Income Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Growth Fund 1.1	0.25	1.00	1.00	N/A	N/A	N/A	0.25 ⁽⁵⁾
Eaton Vance Tax-Managed Growth Fund 1.2	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed International Equity Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A

C-2


	A	B	C	I	Advisers	R ¹	S
*Eaton Vance Mutual Funds Trust cont’d*
Eaton Vance Tax-Managed Multi-Cap Growth Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Small-Cap Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Small-Cap Value Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Managed Value Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance U.S. Government Money Market Fund *⁽⁴⁾*	N/A	1.00	1.00	N/A	N/A	N/A	N/A
Parametric Structured Commodity Strategy Fund	N/A	N/A	N/A	N/A	N/A	N/A	N/A

*Eaton Vance Series Trust*
Eaton Vance Tax-Managed Growth Fund 1.0	N/A	N/A	N/A	N/A	N/A	N/A	N/A

*Eaton Vance Series Trust II*
Eaton Vance Income Fund of Boston	0.25	1.00	1.00	N/A	N/A	0.75	N/A
Eaton Vance Parametric Tax-Managed Emerging Markets Fund	N/A	N/A	N/A	N/A	N/A	N/A	N/A

*Eaton Vance Special Investment Trust*
Eaton Vance Balanced Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Commodity Strategy Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Dividend Builder Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Equity Asset Allocation Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Greater India Fund	0.30	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Investment Grade Income Fund	0.25	N/A	N/A	N/A	N/A	N/A	N/A
Eaton Vance Large-Cap Growth Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Large-Cap Value Fund	0.25	1.00	1.00	N/A	N/A	0.75	N/A
Eaton Vance Parametric Option Absolute Return Strategy Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Real Estate Fund	0.25	N/A	N/A	N/A	N/A	N/A	N/A
Eaton Vance Risk-Managed Equity Option Fund	0.25	N/A	1.00	N/A	N/A	N/A	N/A
Eaton Vance Short Term Real Return Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Small-Cap Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Small-Cap Value Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Special Equities Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A
Eaton Vance Tax-Advantaged Bond Strategies Real Return Fund	0.25	1.00	1.00	N/A	N/A	N/A	N/A

⁽¹⁾	Class R shares may make distribution fee payments of 0.50%. The Fund’s Board of Trustees has authorized distribution fees equal to 0.25%.
⁽²⁾	The Funds’ Board of Trustees has authorized payment of service fees for all share classes equal to 0.15%.
⁽³⁾	The Funds’ (except the Eaton Vance National, High Yield and California Municipal Income Funds) Board of Trustees has authorized payment of service fees for all share classes equal to 0.20%.
⁽⁴⁾	Eaton Vance U.S. Government Money Market Fund shares may pay distribution fees of 0.75% and service fees of 0.25%. The Fund’s Board of Trustees has authorized service fees for Class B and Class C equal to 0.15%.
⁽⁵⁾	The Fund’s Board of Trustees has authorized the payment of service fees equal to 0.20%.

C-3

EXHIBIT (p)(3)

O RBI M ED C ODE OF E THICS

Dated: March 23, 2011

1. Statement of General Principles

This Code of Ethics (this “ Code ”) expresses the policy and procedures of OrbiMed Advisors LLC, OrbiMed Capital LLC and their affiliates (together, “ OrbiMed ”) with respect to any RIC or other Fund that OrbiMed manages. Capitalized terms used in this Code that are not otherwise defined have the meanings given to them in Section 2 of this Code.

Rule 17j-l under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”) , makes it unlawful for certain persons in connection with the purchase or sale of securities, to, among other things, engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a RIC. In compliance with Rule 17j-1, this Code contains provisions that are reasonably necessary to eliminate the possibility of any such conduct.

When Access Persons or Venture Partners covered by the terms of this Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions:

A.	At all times, the interests of Fund investors must be paramount;
B.	Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest (or the appearance thereof);
C.	No inappropriate advantage should be taken of any position of trust and responsibility;
D.	Reasonable care and independent professional judgment must be used when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;
E.	All personnel must conduct themselves in a professional and ethical manner that will reflect favorably on OrbiMed and the profession, and should encourage others to do the same;
F.	All personnel should promote the integrity of, and uphold the rules governing, capital markets; and
G.	All personnel should maintain and strive to improve their professional competence and that of other investment professionals.

References in this Code to consent or authorization by the CCO, the Managing Member or another designated Compliance Approver mean that any such person may give the referenced consent or authorization, but no party may consent to or authorize its own actions.

In addition, Access Persons who serve as officers, directors or trustees (or in a similar capacity) of a Fund must also abide by any applicable policies or code of conduct established by the Fund.

This Code governs Securities Transactions by all Access Persons of OrbiMed and, to the extent indicated below, Venture Partners. In the event that there is any uncertainty on the part of any Access Person or Venture Partner about the propriety of any Securities Transaction being contemplated or any other provision of, or situation arising under, this Code, such Access Person or Venture Partner should consult with the CCO .

OrbiMed may require that certain of the reporting, certification and other requirements set out in this Code be satisfied through electronic submissions, or other means related to OrbiMed’s use of web -based or other compliance systems. OrbiMed will notify and coordinate with Access Persons and Venture Partners in connection with the use of any such system.

2. Definitions

“ Access Person ” mean s an Advisory Person or any other member, director, officer or employee of OrbiMed. Temporary employees such as summer interns will be reviewed on a case-by-case basis to determine the reporting requirements applicable to them.

“ Advisory Person ” mean s any employee of OrbiMed (or of any entity in a control relationship to OrbiMed) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a Security by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales of a Security for a Fund, and includes any natural person in a control relationship with a Fund or OrbiMed who obtains information concerning recommendations made regarding the purchase or sale of a Security for a Fund.

“ Beneficial Ownership ” has the same meaning as set forth in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ). Subject to the specific provisions of that Rule, it generally means having directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect pecuniary interest in a Security.

“ Board ” mean s the board of directors or board of trustees or other appropriate governing body of a Fund.

“ CCO ” mean s the Chief Compliance Officer appointed by OrbiMed.

“ Compliance Approver ” means the CCO, the Managing Member, or any other employee of OrbiMed designated by the CCO or Managing Member to perform the functions specified for such a person in this Code. A list of such Compliance Approvers is available from the CCO.

“ Control ” has the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act.

“ Fund ” mean s any investment vehicle, including any RIC, or managed account with respect to which OrbiMed serves in an advisory capacity.

“ Initial Public Offering ” or “ IPO ” means an offering of Securities registered under the Securities Act of 1933, as amended (the “ Securities Act ” ), by or for an issuer of such Securities which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Act.

“ Investment Personnel ” means OrbiMed Portfolio Managers and those persons who provide information and advice to such Portfolio Managers or who help execute the Portfolio Managers ’ investment decisions ( e.g. , securities analysts, traders and operations personnel) and includes any natural person in a control relationship with OrbiMed who obtains information concerning recommendations to a Fund with regard to the purchase or sale of a Security.

“ Managing Member ” means the managing member of OrbiMed Advisors LLC and OrbiMed Capital LLC, currently Samuel D. Isaly.

“ Pecuniary interest ” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in a Security. “ Indirect pecuniary interest ” of an individual includes, but is not limited to, an interest in a Security held by members of such individual’s immediate family who share such individual’s household, including his or her spouse, children and stepchildren, parents, grandparents, brothers and sisters, and in-laws.

“ Personal Trading Restricted List ” mean s the list maintained by the CCO of all issuers of Securities in the economic or industry sectors in which OrbiMed focuses its investment and advisory activities. The Personal Trading Restricted List may include general listings ( e.g. , all healthcare/life sciences issuers) or listings of specific issuers or both, at all times in the discretion of the CCO. “ Portfolio Manager ” mean s a person who has direct responsibility and authority to make investment decisions for a Fund.

“ Private Offering ” mean s a transaction in Securities that is exempt from registration under Section 5 of the Securities Act, pursuant to Section 4(2) or Section 4(6) of the Securities Act or Regulation D, Rule 144A or Regulation S promulgated thereunder, including securities issued by private investment funds and private companies.

The “ purchase or sale of a Security ” includes, among other things, the buying, selling, or writing of an option to purchase or sell a Security.

“ RIC ” mean s any investment company registered under the Investment Company Act with respect to which OrbiMed serves in an advisory capacity.

“ Security ” has the same meaning as that set forth in Section 2(a)(36) of the Investment Company Act and generally means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option on any security or index of securities, or generally any interest or instrument commonly known as a “security” or any certificate of participation, warr ant or right to subscribe or purchase any of the foregoing. “ Security ” does not include securities issued by the U.S. Government, money-market instruments, or shares of open-end investment companies (mutual funds) registered under the Investment Company Act, other than those with respect to which OrbiMed serves in an advisory capacity; for the avoidance of doubt, “Security” does include securities issued by RICs (as defined above). Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any individual security or group or index of securities are considered to be “ Securities ” .

“ Venture Partner ” mean s an individual not employed by or under the supervision and control of OrbiMed who is retained by OrbiMed as a consultant primarily to assist OrbiMed in finding investment opportunities. Such consultants may also be known as Entrepreneurs-in-Residence.

3. Prohibited Activities

The prohibitions described below will only apply to a transaction in a Security as to which the designated person has, or by reason of such transaction acquires or disposes of, any direct or indirect Beneficial Ownership in such Security (a “ Securities Transaction ”).


A.	Preclearance : No Access Person or Venture Partner may execute a Securities
	Transaction in a Security on the Personal Trading Restricted List without
	obtaining the prior written consent of a Compliance Approver. Furthermore,
	should written consent be given, Investment Personnel are required to disclose
	such investment when participating in OrbiMed ’s subsequent consideration of
	an investment in Securities of the same issuer on behalf of a Fund. In such
	circumstances, the Fund’s decision to purchase Securities of such issuer
	should be subject to an independent review by a Compliance Approver. If a
	Compliance Approver has a personal interest in the issuer, such person shall
	disqualify him or herself from participation in this review. In the event that
	requests for preclearance are granted, the approval is valid for only two
	business days from the date of approval.


B.	Blackout Trading Periods :

	(i)	Access Persons. No Access Person may execute a Securities
		Transaction in a Security on the Personal Trading Restricted List on a
		day when a Fund has a pending buy or sell order in that Security until
		the Fund ’ s order is executed or withdrawn. No Access Person may
		engage in a short sale of such a Security in which the Fund holds a
		position.

	(ii)	Advisory Persons and Venture Partners.

		(a) Except as otherwise provided below, transactions by Advisory
		Persons and Venture Partners in Securities on the Personal Trading
		Restricted List are prohibited within seven calendar days either before or
		after the purchase or sale (or the consideration of the purchase or sale) of
		the same Securities (or equivalent Securities) by a Fund and of which
		the Advisory Person or Ventures Partner has knowledge at the time of
		entering into the transaction that the Security is being purchased or sold
		(or considered for purchase or sale).

		(b) Since typically Securities Transactions by Advisory Persons and
		Venture Partners will only inadvertently fall within the seven-day period
		before a Fund trades in a Security on the Personal Trading Restricted
		List, such Securities Transactions will not be deemed violations of this
		Code if the Advisory Person or Venture Partner writes a check to
		OrbiMed for the amount of any better price obtained by the Advisory
		Person or Venture Partner on the Securities Transactions over the price
		obtained for the Fund, and OrbiMed shall donate the amount of such
		check to charity.

		In addition, for the avoidance of doubt, the sale of a Security by an
		Advisory Person or Venture Partner after a Fund has sold its entire
		holdings of the same Security will in no way be deemed a violation of
		the blackout period or in any way inconsistent with OrbiMed’s fiduciary
		duties to the Funds.

		In all other cases where an Advisory Person or Venture Partner engages
		in a Securities Transaction prohibited by Section 3.B(ii)(a), the CCO
		and/or the Managing Member shall determine the appropriate remedial
		actions, which may include a monetary fine, rescission of the Securities
		Transaction or other suitable action.

C.	Initial Public Offerings : No Access Person may acquire any Securities in an
	IPO unless such IPO is conducted pursuant to a public auction of shares, in
	which case the prior written consent of the CCO or Managing Member is
	required.


D.	Private Offerings : No Access Person may acquire any Securities in a Private
	Offering without the prior written consent of the CCO or the Managing
	Member. Furthermore, should written consent be given, Investment Personnel
	are required to disclose such investment when participating in any subsequent
	consideration by OrbiMed of an investment in the same issuer on behalf of a
	Fund. In such circumstances, OrbiMed ’s decision to purchase Securities of
	such issuer for the Fund should be subject to an independent review by the
	CCO or Managing Member. If the CCO or Managing Member has a personal
	interest in the issuer, such person shall disqualify him or herself from participation in this review.


E.	Gifts - Investment Personnel :

	(i)	Investment Personnel are prohibited from giving gifts or entertainment
		that may appear lavish or excessive, and must obtain approval to give
		gifts or entertainment in excess of $250 to any Fund, investor, prospect,
		or individual or entity with which OrbiMed does, or is seeking to do,
		business. The giving of gifts or entertainment in any amount may also
		be subject to Section 3.F below.

	(ii)	Investment Personnel may not receive any gift or other benefit of more
		than $250 in value (either one single gift, or in aggregate on an annual
		basis) from any person or entity that does business with or on behalf of a
		Fund. Notwithstanding this general prohibition, the receipt of admission
		to sporting or other entertainment events or dining is not prohibited;
		provided , that the receipt of any such benefit must be promptly reported
		to the CCO, and records of each such benefit must be maintained by the
		CCO for such period as he or she deems appropriate.

	(iii)	All gifts as described above are required to be reported to the CCO by
		either sending an e-mail to the mail box gifts@orbimed.com or by
		delivering a record to the CCO. All gifts in excess of $250 as described
		above require preapproval from the CCO or, in the case of the CCO,
		from the Managing Member. The CCO shall maintain records of each
		such benefit for such period as he or she deems appropriate and
		periodically review the records to identify any potentially abusive
		pattern of conduct.

F.	Gifts - Foreign Governments and “Government Instrumentalities” :
	Employees must obtain written preclearance from a Compliance Approver
	prior to giving anything of value that might be subject to the U.S. Foreign
	Corrupt Practices Act (the “ FCPA ”) except food and beverages that are
	provided during a legitimate business meeting and that are clearly not lavish
	or excessive. Employees must send an e-mail to the mail box
	gifts@orbimed.com to disclose all gifts and entertainment that may be subject
	to the FCPA, irrespective of value. Employees must consult with the CCO if


	there is any question as to whether gifts or entertainment need to be pre-
	cleared and/or reported in connection with this policy.

G.	Outside Activities and Service as a Director of a Public Company :

	(i)	Outside Activities Generally . An Access Person must receive prior
		written approval from the Managing Member or the CCO to serve as a
		director, trustee or officer of, or adviser or consultant to, any outside
		organization not related to the Access Person’s work for OrbiMed and
		the Funds (“ Outside Activities ”) . The decision to allow an Access
		Person to engage in an Outside Activity will be based upon a
		determination that such the Outside Activity would not interfere with the
		Access Person ’s work for OrbiMed or be inconsistent with the interests
		of the Funds. Access Persons will generally not given approval for
		Outside Activities that include service as officers or directors of publicly
		traded companies. In the event that an Access Person’s Outside Activity
		began prior to his or her employment with OrbiMed, and such Outside
		Activity is continuing upon the commencement of his or her
		employment with OrbiMed, the Access Person must inform the CCO,
		and the Outside Activity will be documented.

		No Access Person may render investment advice to persons other than
		the Funds, unless the advisory relationship, including the identity of
		those involved and any fee arrangements, has been disclosed to and
		approved by OrbiMed. All Securities Transactions for any such
		approved outside advisory clients are also subject to the substantive
		restrictions of Section 3 of this Code and the reporting and preclearance
		requirements of Sections 3 and 5 of this Code.

	(ii)	Service as a Director of a Public Company . Investment Personnel and
		other Access Persons generally should not serve on the board of
		directors of a publicly traded company, absent prior written
		authorization by the Managing Member or the CCO. However, public
		company board service will not be deemed to be contrary to OrbiMed
		policy when such service is in connection with the investment of an
		OrbiMed private equity Fund in the company, including (without
		limitation) in the context of a private investment in public equity (a
		“ PIPE ”) or when the Investment Personnel held the director position
		prior to the company’s IPO . An Investment Personnel who is a director
		of such a private company that goes through an IPO may remain on such
		board with the approval of the CCO or the Managing Member when it
		has been determined that continued service on the board is consistent
		with the objectives of the relevant Fund(s) and OrbiMed. ¹

____________________

1 Observation rights that OrbiMed has permitting a nominee to attend meetings of a private

company’s board of directors should generally be renounced upon the registration of any class of


H.	Receipt of Director’s Compensation : Compensation received in connection
	with an Access Person’s service on the board of directors of any company,
	whether public or private, in which OrbiMed has invested or is considering for
	investment in the future (in each case, either on its own behalf or on behalf of
	any Fund) is considered to be the property of the applicable Fund(s) and not
	that of the Access Person. Any such compensation will be allocated among
	the applicable Funds on a fair and equitable basis as determined by OrbiMed,
	which will generally be to the participating Funds pro-rata in proportion to
	each such Fund’s share of the total OrbiMed-related investment in the
	company, as of the last business day of the period with respect to which the
	compensation is payable. In addition, any such compensation must be the
	standard compensation proposed by the company for its directors and may not
	be dependent on the performance of the company (except to the extent that
	such compensation includes securities of the company) or the size of the
	investment in the company by OrbiMed and the Funds. Such compensation
	allocable to a specific Fund may be reallocated between the specific Fund and
	OrbiMed pursuant to a prior written contractual agreement. For the avoidance
	of doubt, Venture Partners may retain compensation they receive for their
	service as executives or directors of public and private companies, including
	where such service is related to their consulting work for OrbiMed.

I.	Material Non-Public Information : No Access Person may purchase or sell
	any Security, or be involved in any way in the purchase or sale of any
	Security, while in possession of material non-public information about the
	Security or its issuer, regardless of the manner in which such information was
	obtained.

	(i)	This prohibition covers transactions for the Funds, as well as Securities
		Transactions for Access Persons’ personal accounts.

	(ii)	Non-public information includes corporate information, such as
		undisclosed financial information about a corporation, and market
		information, such as a soon-to-be-published article about a corporation.
		Material information is information which an investor would consider
		important in making an investment decision and which would
		substantially affect the market price of a security if disclosed.

	(iii)	An Access Person possessing non-public information shall not disclose
		such information outside the OrbiMed organization without the prior
		approval of the CCO and may otherwise only disclose such information
		to other OrbiMed personnel, including senior management, on a “ need
		to know ” basis. Notwithstanding the preceding sentence, as soon as an
		Access Person comes into possession of, or believes he or she may be in

________________________

securities of that company for public sale. Observation rights not so renounced will be reviewed

promptly by the CCO in accordance with the standards of this Section 3G.


			possession of, such information, he or she must report the existence of
			such information to the CCO, who will take appropriate steps ( e.g. ,
			sealing files, limiting computer access) to secure such information where
			practicable and will establish any appropriate restrictions relating thereto
			(refer to the Insider Trading and Handling of Material Non-Public
			Information policy included in the OrbiMed Regulatory and Compliance
			Manual).

		(iv)	Any oral or written communication as provided in Section 3.I(iii) of this
			Code should indicate that the information is non-public and/or strictly
			confidential.

4.	Exempted Transactions

	A.	The prohibitions of Sections 3.A and 3.B of this Code do not apply to:

		(i)	Purchases or sales effected in any account related to an Access Person or
			Venture Partner but over which the Access Person or Venture Partner (as
			applicable) has no direct or indirect influence or control, or in any
			account of the Access Person or Venture Partner which is managed on a
			discretionary basis by a person other than such Access Person or
			Venture Partner and with respect to which such Access Person or
			Venture Partner does not in fact influence or control such transactions.

		(ii)	Purchase or sale of a Security which is non-volitional on the part of the
			Access Person or Venture Partner, including pursuant to a plan
			established in compliance with Rule 10b5-1 under the Exchange Act.

		(iii)	Purchases which are part of an automatic investment plan. ²

		(iv)	Purchases effected upon the exercise of rights issued by an issuer pro-
			rata to all holders of a class of its securities, to the extent such rights
			were acquired from such issuer, and sales of such rights so acquired.

		(v)	Any Securities Transaction involving a fixed income instrument that has
			a maturity at issuance of less than 366 days and that is rated in one of the
			two highest rating categories by Moody’s or Standard & Poor’s ,
			including repurchase agreements, if the Access Person or Venture
			Partner has no prior knowledge of such Securities Transaction by the
			Fund.

____________________________

2 “Automatic investment plan” means a program in which regular periodic purchases (or

withdrawals) are made automatically in (or from) investment accounts in accordance with a

predetermined schedule and allocation. An automatic investment plan includes a dividend

reinvestment plan.


		(vi)	The receipt by (or attribution of Beneficial Ownership to) the Access
			Person or Venture Partner of Securities on the Personal Trading
			Restricted List as a result of a distribution of such Securities to the
			Access Person or Venture Partner by any collective investment vehicle
			as to which such Access Person, Advisory Person or Venture Partner has
			a beneficial interest; provided , that the decision to distribute such
			Securities, as opposed to cash or other consideration, was solely that of
			the investment vehicle. This includes ownership of Securities resulting
			from an in-kind distribution by a Fund. However, subsequent Securities
			Transactions involving such distributed Securities will be subject to the
			applicable prohibitions of this Code.

	B.	The prohibitions of Section 3.I of this Code do not apply to purchases or sales
		of any Security which the CCO, following his or her review of the terms of
		such proposed purchase or sale, has previously determined will not be carried
		out “on the basis” of any material non -public information about the Security
		or its issuer within the meaning of Rule 10b-5 of the Exchange Act. In
		addition, the purchase of a Security in a private transaction from the issuer is
		not prohibited by Section 3.I when effected on the basis of material non-
		public information properly disclosed to OrbiMed by the issuer or its agents,
		provided , that the CCO, following his or her review of the terms of such
		proposed transaction, has previously determined that (i) the transaction is of
		the type contemplated by this sentence and (ii) the relevant information was
		properly disclosed to OrbiMed by the issuer or its agents. (The CCO ’s
		determinations under this paragraph address the existence of violations of this
		Code only and do not represent legal determinations regarding liability under
		the securities or other applicable laws.)

5.	Compliance Procedures

	A.	The CCO shall periodically identify all Access Persons/Venture Partners and
		inform such Access Person/Venture Partners of their reporting and
		compliance obligations under this Code. The CCO or other member of the
		Compliance Team shall maintain and update the Personal Trading Restricted
		List and shall promptly inform Access Persons and Venture Partners of any
		changes to, or make available to them an updated version of, the Personal
		Trading Restricted List.

	B.	Each Access Person and Venture Partner shall acknowledge, in writing, the
		receipt and understanding of the Code upon commencement of employment or
		the consulting engagement (as applicable) and annually thereafter by
		completing the Initial or Annual Code of Ethics Certification and
		Questionnaire (Attachment A hereto).

	C.	Each Access Person shall report to the CCO any transactions in which such
		Access Person has, or by reason of such transaction acquires or disposes of,
		any direct or indirect Beneficial Ownership of a Security. Each Venture


	Partner shall submit a Venture Partner Quarterly Transaction Report
	(Attachment B hereto) containing the required information for the preceding
	quarter with respect to any transaction involving any Security of a company
	on the Personal Trading Restricted List in which the Venture Partner had, or
	as a result of the transaction acquired, any direct or indirect Beneficial
	Ownership. Such reports must be made no later than 30 days after the end of
	the calendar quarter in which the transaction(s) were effected, and shall
	include the following information with respect to Securities Transactions
	during the quarter:

	(i)	the date of the transaction, the name of the Security, and the number of
		shares or the principal amount of each Security Transaction;

	(ii)	the nature of the transaction ( i.e. , purchase, sale, or any other type of
		acquisition or disposition);

	(iii)	the price at which the transaction was effected;

	(iv)	the name of the broker, dealer or bank with or through which the
		transaction was effected; and

	(v)	the date of approval of the transaction and the person who approved it, if
		approval is required by Section 3.A above.

D.	All Access Persons shall direct their broker(s) to supply to the CCO, at the
	same time that they are sent to the Access Persons, duplicate copies of
	confirmations of all personal Securities Transactions and copies of periodic
	statements for all Securities accounts, whether such accounts are currently
	existing or established in the future, to the extent OrbiMed is not already
	receiving such information through an electronic or other automated process.
	Duplicate brokerage statements received by the CCO within 30 days after the
	calendar quarter end will satisfy the reporting requirements of this Section
	5.D. To the extent that an Access Person transacts in a Security that would not
	be included on duplicate copies of confirmations or periodic statements ( e.g. ,
	a Private Offering) the Access Person shall report the transactions on the
	Access Person Quarterly Transaction Report (Attachment C hereto). The
	CCO shall maintain a quarterly brokerage log that evidences his receipt of
	brokerage account statements and other quarterly transaction reports ( i.e. ,
	reports of trading activity in Private Offerings or Venture Partner Quarterly
	Transaction Reports ), as applicable.

E.	Access Persons shall also report to the CCO, on a calendar quarterly basis, not
	later than 30 days after the end of the calendar quarter, the name of any
	account established by the Access Person during the quarter in which any
	Securities were held during the quarter for the direct or indirect benefit of the
	Access Person, the date the account was established, and the date the report
	was submitted to the CCO.


F.	Whenever a person designated as Investment Personnel recommends that a
	Fund purchase or sell a Security, he or she shall, if applicable, disclose to the
	person to whom the recommendation is made, as well as to the CCO, if he or
	she presently holds such Security in, or that he or she is considering the
	purchase or sale of such Security for, an account in which he or she has any
	direct or indirect beneficial interest.

G.	Not later than ten days after a person becomes an Access Person, and
	thereafter on an annual basis, which reports must be current as of a date not
	more than 45 days prior to the date the person becomes an Access Person or
	has made his or her annual report, the Access Persons shall disclose all
	personal securities holdings and all their accounts with any broker or dealer
	via the Initial or Annual Personal Securities Holdings Report (Attachment D
	hereto). On an annual basis, Access Persons will be sent a copy of the list of
	such Access Person’s securities accounts in which he or she has a Beneficial
	Ownership interest to verify its accuracy and make any necessary additions or
	deletions. Duplicate brokerage or custodial statements may not be submitted
	in lieu of such certifications altogether; however, they may be attached to the
	certifications as the source of the required information regarding specific
	holdings. For Venture Partners, the initial and annual holdings report
	requirement will apply only to holdings in Securities of companies on the
	Personal Trading Restricted List. Venture Partners shall utilize Attachment D
	to report initial and annual holdings. On an annual basis, each Venture
	Partner will be sent a copy of such Venture Partner’s holdings in Securities of
	companies on the Personal Trading Restricted List to verify its accuracy and
	make any necessary additions or deletions.

	Each holdings report (both the initial and annual) must contain, at a minimum
	(for Venture Partners, only with respect to Securities on the Personal Trading
	Restricted List):

	(i)	the title and type of Security, and as applicable the exchange ticker
		symbol or CUSIP number, number of shares, and principal amount of
		each Security in which the Access Person or Venture Partner has any
		direct or indirect Beneficial Ownership;

	(ii)	the name of any broker, dealer or bank with which the Access Person or
		Venture Partner maintains an account in which any Securities are held
		for the Access Person’s or Venture Partner’ s direct or indirect benefit;

	(iii)	the date the Access Person or Venture Partner submits the report; and

	(iv)	the name of any broker, dealer or bank with whom the Access Person or
		Venture Partner maintained an account in which any Securities were
		held for the direct or indirect benefit of the Access Person.


H.	All personal matters relating to this Code discussed with the CCO or the
	Managing Member, and all preclearance materials, confirmations, account
	statements and personal investment reports, will be kept in confidence, but
	will be available for inspection by the Board of a Fund, appropriate OrbiMed
	personnel and the appropriate regulatory agencies.

I.	An Access Person or Venture Partner shall immediately report to the CCO any
	actual or potential violation of this Code of which the Access Person or
	Venture Partner becomes aware. All reported violations of the Code will be
	treated as being made on an anonymous basis, and no Access Person or
	Venture Partner will suffer from retaliation as a result of such reporting. A
	record of all violations of the Code will be maintained by the CCO.

6. Annual Certification and Questionnaire

On an annual basis Access Persons and Venture Partners will be sent a copy of this Code for their review and will be asked to certify that they have read and understand this Code and recognize that they are subject to it and will comply with its provisions. Access Persons and Venture Partners will also be required to respond, in written form, to various questions designed to identify potential conflicts of interest between OrbiMed and the Funds. The Initial or Annual Code of Ethics Certification and Questionnaire is included as Attachment A.

7. Confidential Status of a Fund’s Portfolio

The current portfolio positions of each Fund and current portfolio transactions, programs and analyses must be kept confidential. If non-public information regarding a Fu nd’s portfolio should become known to any Access Person or Venture Partner, whether in the line of duty or otherwise, he or she should not reveal it to anyone unless to do so is properly part of his or her employment duties or consulting work for OrbiMed.

8. Compliance Review

The review of trading activity reported in the Quarterly Transactions Reports will be reviewed in conjunction with OrbiMed’s trading blotter against all Fund trades for the period to detect any possible trading abuses, including trading ahead of Funds, or trading opposite of the trades in the Funds. The CCO shall maintain a quarterly brokerage log that evidences receipt of brokerage account statements and other quarterly transaction reports ( i.e. , reports of trading activity in Private Offerings or Venture Partner Quarterly Transaction Reports ), as applicable. In addition, OrbiMed may question, though does not prohibit, trading activity reported by Access Persons within the most recent 15 days in which a security or option, not limited to the same direction of trade, is or has been held by a RIC.

The CCO shall bring any questionable Securities Transactions or potential violations of this Code to the attention of the Managing Member. Before making any determination that a violation has been committed by any person, the Managing Member shall give such

person an opportunity to supply additional information regarding the Securities Transaction or potential violation in question. Upon determination that an Access Person or Venture Partner has committed a violation of the Code, the CCO shall document the violation (in consultation with counsel, as appropriate) and any action taken to correct the violation in a central location ( i.e. , Code of Ethics Issues Log or similar document) to facilitate the review of such violations.

9. Sanctions

OrbiMed may impose such sanctions as it deems appropriate, including without limitation, a letter of censure, suspension or termination of employment of the Access Person or of the consulting engagement with a Venture Partner, or a request for disgorgement of any profits received from any Securities Transaction in violation of this Code.

10. Board Review

The CCO shall provide annually to the Board of each RIC, upon request, a copy of the existing Code and shall provide periodically any amendments of this Code. The CCO shall submit annually to the Board of each RIC, upon request, a written report that:

A.	Describes any issues arising under this Code or its procedures since the last report to the Board, including, but not limited to, information about material violations of this Code or its procedures and sanctions imposed in response to the material violations; and

B.	Certifies that OrbiMed has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

11. Recordkeeping

The CCO shall maintain, effective with the adoption of this Code, at OrbiMed ’s principal place of business, the first two years in an easily accessible place, the following records and shall make these records available to the Securities and Exchange Commission and its representatives upon their request:

A.	A copy of each Code in effect during the past five years.

B.	A record of any violation (and the action taken in response thereto) during the past five years.

C.	A copy of all personal trading reports filed, or documents in lieu of such transaction reports in the past five years.

D.	A record of all Access Persons in the past five years and the persons who are or were responsible for reviewing the reports in the past five years.

E.	A record of all Initial or Annual Code of Ethics Certifications and Questionnaires as required by this Policy completed within the past five years.

F.	A copy of the written reports to the Board made in the past five years.

G.	A record of the reasons for pre-approving transactions during the past five years in Initial Public Offerings, Private Offerings or Securities on the Personal Trading Restricted List.

H.	A copy of each Personal Trading Restricted List in effect during the past five years.

I.	Any other information as may be required by Rule 17j-1(f).

12. Disclosure

OrbiMed shall describe this Code in Part 2 of Form ADV and, upon request, furnish Fund investors with a copy of the Code. All requests for the Code should be directed to the CCO.

OrbiMed’s reporting obligations to its clients , including the Board of a RIC and or a client that is subject to the Employee Retirement Income Security Act of 1974, as amended, may include an obligation to report a significant conflict of interest that arose involving this Code, even if the conflict did not result in a violation of the Code.

If a material violation of this Code is determined by the Managing Member to be fraudulent, deceptive or a manipulative act with respect to a RIC, OrbiMed must report its findings to the RIC ’ s Board pursuant to Rule 17j-1.

In the event that a material change is made to this Code, the CCO shall provide a copy to the RIC’s CCO prior to the RIC’s next scheduled board meeting no later than six months after adoption by OrbiMed of the material change made to this Code.

Attachment A

Initial or Annual Code of Ethics Certification and Questionnaire

I, the undersigned, hereby acknowledge receipt of the Code of Ethics (the “ Code ”) of OrbiMed Advisors LLC, OrbiMed Capital LLC and their affiliates (collectively, “ OrbiMed ”). I have read an d understand the Code and have had the opportunity to ask any questions I may have had in relation to the Code of OrbiMed’s Chief Compliance Officer. I agree to act in accordance with the policies and procedures set forth in the Code and certify that my answers to the questions below are true and accurate.

(Please answer the questions below by placing an “X” in the appropriate box. For any question in response to which you mark the shaded box, please provide an explanation and/or the relevant details on a separate sheet. For an Initial Certification, please answer the questions with reference to the date hereof, except as otherwise specified. For an Annual Certification, please answer the questions for the relevant covered year, except as otherwise specified. Capitalized terms not otherwise defined in this Certification and Questionnaire are as defined in the Code.)


	Question	Yes	No

1.	Are you or any members of your immediate family employed by a financial
	services company (other than OrbiMed) or a company that provides
	products or services to OrbiMed?

2.	Do you or any members of your immediate family serve as a general
	partner or managing member (or in a similar capacity) for an investment-
	related pooled investment vehicle (with the exception of vehicles related to
	OrbiMed)?

3.	Do you or any members of your immediate family have any business or
	personal relationship with, or substantive investment in, a financial services
	company (other than OrbiMed) or any company that provides products or
	services to OrbiMed?

4.	To your knowledge, do you or any members of your immediate family have
	any other business or personal relationship with any of OrbiMed’s advisory
	clients or investors?

5.	Are you or any members of your immediate family employed in any
	capacity by any government, or do you or any members of your immediate
	family otherwise perform any work for any government?

6.	Are you aware of any conflicts of interest that have not already been
	disclosed to the OrbiMed Compliance Team involving OrbiMed, you or
	your immediate family members and any of OrbiMed’s advisory clients or
	investors?

A-1


		Question	Yes	No


7.	Do you own any interests in any Securities that are not included on your
	brokerage account statements, such as interests in private investment funds
	(other than funds managed or sponsored by OrbiMed), private companies or
	other Private Offerings, whether structured as limited partnerships, limited
	liability companies or otherwise? (For Venture Partners, this is limited to
	such funds, companies and other issuers that are involved in the
	healthcare/life sciences sector.)

8.	Do you or any members of your immediate family participate in any
	Outside Activities, including any business activities (such as serving as an
	officer or director of a company or in a similar capacity) other than work
	performed for OrbiMed, or hold any positions with any professional
	organizations or any charitable, educational or other non-profit
	organizations?

9.	Have you made any political contributions in the past two years, including
	contributions to any candidates for any political office and contributions to
	any governmental entities, political parties or other political organizations?

10.	In the past ten years, have you been convicted of or plead guilty or no
	contest in a domestic, foreign, or military court to any:
	·	Felony
	·	Misdemeanor involving investments or an investment-related business,
		or any fraud, false statements, or omissions, wrongful taking of
		property, bribery, perjury, forgery, counterfeiting, extortion, or a
		conspiracy to commit any of these offenses?

11.	In the past ten years, has the Securities and Exchange Commission (the
	“ SEC ”) or the Commodity Futures Trading Commission (the “ CFTC ”)
	found you to have:
	·	Made a false statement or omission?
	·	Been involved in a violation of SEC or CFTC regulations or statutes?
	·	Been a cause of an investment related business having its authorization
		to do business denied, suspended, revoked, or restricted?

12.	In the past ten years, has the SEC or the CFTC:
	·	Entered an order against you in connection with investment-related
		activity?
	·	Imposed a civil money penalty on you, or ordered you to cease and
		desist from any activity?

13.	In the past ten years, has any other U.S. federal regulatory agency, any state
	regulatory agency, or any foreign financial regulatory authority found you
	to have:
	·	Made a false statement or omission, or been dishonest, unfair, or
		unethical?

A-2


		Question	Yes	No

	·	Been involved in a violation of investment-related regulations or
		statutes?
	·	Been a cause of an investment related business having its authorization
		to do business denied, suspended, revoked, or restricted?

14.	In the past ten years, has any other U.S. federal regulatory agency, any state
	regulatory agency, or any foreign financial regulatory authority:
	·	Entered an order against you in connection with an investment-related
		activity?
	·	Denied, suspended, or revoked your registration or license, or otherwise
		prevented you, by order, from associating with an investment-related
		business or restricted your activity?

15.	In the past ten years, has any self-regulatory organization or commodities
	exchange found you to have:
	·	Made a false statement or omission?
	·	Been involved in a violation of its rules (other than a violation
		designated as a “ minor rule violation ” under a plan approved by the
		SEC)?
	·	Been the cause of an investment related business having its
		authorization to do business denied, suspended, revoked, or restricted?

16.	In the past ten years, has any self-regulatory organization or commodities
	exchange disciplined you by expelling or suspending you from
	membership, barring or suspending you from association with other
	members, or otherwise restricting your activities?

17.	Has an authorization to act as an attorney, accountant, or federal contractor
	granted to you ever been revoked or suspended?

18.	In the past ten years, has any domestic or foreign court:
	·	Enjoined you in connection with any investment-related activity?
	·	Found that you were involved in a violation of investment-related
		statutes or regulations?
	·	Dismissed, pursuant to a settlement agreement, an investment related
		civil action brought against you by a state or foreign financial
		regulatory authority?

19.	Are you now the subject of any proceeding that could result in a “ yes ”
	answer to any of Questions 10-18 above?

New Employees or Venture Partners should skip the remaining questions and
explain any marks on separate sheets as noted below.

20.	During the past 12 months, have you engaged in any Securities
	Transactions that were reportable in accordance with the Code of Ethics but
	were not previously disclosed?

A-3


Question		Yes	No

21.	During the past 12 months, have you received any gifts or entertainment
	that were reportable in accordance with the Code of Ethics but were not
	previously disclosed?

22.	During the past 12 months, have you traded on or improperly transmitted
	any material non-public information? (If you have a question about what is
	“material non - public information” please consult with the Compliance
	Team.)

23.	During the past 12 months, have you become aware of any violation of
	OrbiMed’s Code of Ethics that you did not report to the Compliance Team?

If you marked the shaded boxes in Questions 23 and/or 24, please discuss with the Compliance Team. For any other marks in shaded boxes, please attach a separate sheet to explain. For each explanation, indicate the relevant question number. Use additional pages as necessary.

Please indicate whether this is an Initial or Annual Report (and if an Annual Report, the covered year):


Initial Report: _____	Annual Report:	______
	Year:	______

_________________________________________

Employee/Venture Partner Signature

_________________________________________

Employee/Venture Partner Name (please print)

_________________________________________

Date

A-4

Attachment B

Venture Partner Quarterly Transaction Report ¹

Calendar Quarter Ended ____________

In accordance with the Code of Ethics, please provide a list of all transactions that occurred within the calendar quarter shown above involving any Securities of companies on the Personal Trading Restricted List ( i.e. , companies in the healthcare/life sciences sector) in which you had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership. Please use a separate copy of this form for each account involved. You may attach trade confirmations or account statements showing all transactions reportable on this form in lieu of listing them in the table on the following page. (Capitalized terms not otherwise defined herein are as defined in the Code.)


(1)	Venture Partner Name:	__________________________

(2)	If different from (1), name of the person in whose
	name the account is held or a transaction was made:	__________________________

(3)	Relationship of (2) to (1):	__________________________

I certify that I am reporting all transactions required to be reported for the calendar quarter shown above, pursuant to the Code of Ethics.

_______________________	__________________________
Date	Signature

	__________________________
	Print Name

____________________________

1 Capitalized terms used in this report have the meanings assigned to them in the Code of Ethics, unless

otherwise stated herein.

B-1

Venture Partner Quarterly Transaction Report

		TRANSACTION REPORTING

Check if applicable:	¨	During this calendar quarter, I had no transactions involving
		securities of companies on the Personal Trading Restricted List
		in which I had, or as a result of the transaction acquired, direct or
		indirect Beneficial Ownership.

	¨	The reporting of any transaction below shall not be construed as
		an admission that I have any direct or indirect Beneficial
		Ownership in the subject security.


Transactions
Date	Security	Exchange	Interest	Maturity	#	Principal	Purchase/Sale/Other	Price	Broker
	Name	Ticker/CUSIP	Rate	Date	Shares	Amount			Name
					or Par

(Attach additional sheets if necessary)

B-2

Attachment C

Access Person Quarterly Transaction Report ¹

Calendar Quarter Ended ____________

In accordance with the Code of Ethics, please provide a list of all Securities Transactions that occurred within the calendar quarter shown above that were not reflected in duplicate trade confirmations or periodic statements received by OrbiMed and in which you had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership. Please use a separate copy of this form for each account involved. You may attach trade confirmations or account statements showing all transactions reportable on this form in lieu of listing them in the table on the following page of the report. (Capitalized terms not otherwise defined herein are as defined in the Code.)


(1)	Employee Name:	___________________________

(2)	If different from (1), name of the person in whose
	name the account is held or a transaction was made:	___________________________

(3)	Relationship of (2) to (1):	___________________________

I certify that I am reporting all Securities Transactions that occurred within the calendar quarter shown above that were not reflected in duplicate trade confirmations or periodic statements received by OrbiMed, pursuant to the Code of Ethics.

_______________________	_______________________
Date	Signature

	_______________________
	Print Name

______________________

1 Capitalized terms used in this report have the meanings assigned to them in the Code of Ethics, unless

otherwise stated herein.

C-1

Access Person Quarterly Transaction Report


TRANSACTION REPORTING

Check if applicable:	¨	The reporting of any transaction below shall not be construed as
		an admission that I have any direct or indirect Beneficial
Ownership in the subject security.


Transactions


Date	Security	Exchange	Interest	Maturity	#	Principal	Purchase/Sale/Other	Price	Broker
	Name	Ticker/CUSIP	Rate	Date	Shares	Amount			Name
					or Par

(Attach additional sheets if necessary)

C-2

Attachment D

Initial or Annual Personal Securities Holdings Report ¹

In accordance with the Code of Ethics, please provide a list of all Securities in which you have any direct or indirect Beneficial Ownership and the accounts in which such Securities are held. (For Venture Partners, this is limited to holdings of the Securities of companies included on the Personal Trading Restricted List.) Please use a separate copy of this form for each account involved. (Capitalized terms not otherwise defined herein are as defined in the Code.)

Please indicate whether this is an Initial or Annual Report (and if an Annual Report, the covered year):


Initial Report: ____________	Annual Report:	________________
	Year:	________________


(1)	Name:	_____________________________

(2)	If different from (1), name of the person
	in whose name the account is held:	_____________________________

(3)	Relationship of (2) to (1):	_____________________________

Items 4-7 may be answered by attaching account statements that provide the requested information in full.


(4)	Broker, dealer or bank at which account is maintained:	_____________________________

(5)	Account Number:	_____________________________

(6)	Contact person at broker, dealer or bank and phone number:	_____________________________


(7)	For each account, attach the most recent account statement listing Securities in that account. If
	you Beneficially Own Securities that are not listed in an attached account statement, please list
	them below:


	Name and Type of Security	Exchange Ticker/CUSIP	# Shares	Principal Amount	Other

1.
2.
3.
4.
(Attach separate sheet if necessary)

_________________________

1 Capitalized terms used in this report have the meanings assigned to them in the Code of Ethics, unless

otherwise stated herein.

D-1


Check if applicable:	¨	The reporting of any holding above shall not be construed as an admission
		that I have any direct or indirect Beneficial Ownership in the Security named
		herein.

	¨	I do not own any Securities.

I certify that the Securities reported on this form and the attached statements (if any) constitute all of the Securities which I Beneficial Own, including those held in accounts of my immediate family residing in my household.


	_________________________________________
	Signature

Dated: _________________________________________	_________________________________________
	Print Name


REVIEWED: _________________________________________	_________________________________________
(Date)	(Signature)

FOLLOW-UP ACTION (if any) (attach additional sheet if required)

D-2