Eaton Vance Management Two International Place Boston, MA 02110 (617)482-8260 www.eatonvance.com
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▇▇▇▇▇ ▇▇▇▇▇ Management Two International Place Boston, MA ▇▇▇▇▇ (▇▇▇)▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
Effective as of May 29, 2012
To eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside
With Reference to the Investment Advisory and Administrative Agreement entered into by ▇▇▇▇▇ ▇▇▇▇▇ Management (“▇▇▇▇▇ ▇▇▇▇▇”) with eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (the “Fund”) we hereby notify you of the following:
In connection with the organization and initial offering of the common shares of the Fund, ▇▇▇▇▇ ▇▇▇▇▇ hereby agrees to (i) pay all organizational costs of the Fund and (ii) pay all offering costs of such offering of the Fund (other than sales load).
The instrument is executed under seal and shall be governed by Massachusetts Law.
| Very truly yours, | ||
| ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT | ||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | President, and not Individually | |
ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Treasurer, and not Individually |
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