FEE REDUCTION AGREEMENT
AGREEMENT made as of this 15th day of September
2016, between Greater India Portfolio (the "Trust") and Boston
Management and Research (the "Adviser").
WHEREAS, the Trust has entered into an Investment
Advisory Agreement (the "Advisory Agreement") with the
Adviser, which provides that the Adviser shall be entitled to
receive compensation at a certain rate; and
WHEREAS, the Adviser has offered to reduce such
advisory fee rate, and the Trust has accepted such fee
reduction, such fee reduction being effective as of September
15, 2016; and
WHEREAS, the Adviser and the Trust wish to
memorialize said fee reduction in writing;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for other
good and valuable consideration, receipt of which is hereby
acknowledged, the Trust and the Adviser hereby jointly and
severally agree as follows:
1. For so long as the Advisory Agreement shall remain in
effect, notwithstanding any provisions of the Advisory
Agreement to the contrary, the Adviser will reduce its
advisory fee for the Trust in accordance with the fee
reduction schedule set forth on Exhibit A hereto.
2. This Agreement may only be terminated or amended
upon the mutual written consent of the Trust and the
Adviser; provided, however, that (i) no termination of
this Agreement shall be effective unless approved by
the majority vote of those Trustees of the Trust who
are not interested persons of the Adviser or the Trust
(the "Independent Trustees") and by the vote of a
majority of the outstanding voting securities of the
Trust; (ii) no amendment of this Agreement shall be
effective unless approved by the majority vote of the
Independent Trustees; and (iii) no amendment of this
Agreement that decreases the fee reductions set forth
herein shall be effective unless approved by the vote of
a majority of the outstanding voting securities of the
Trust.
3. For purposes of this Agreement the term "vote of a
majority of the outstanding voting securities of the
Trust" shall mean the vote, at a meeting of
shareholders, of the lesser of (i) 67 per centum or
more of the shares of the Trust present or represented
by proxy at the meeting if the holders of more than 50
per centum of the outstanding shares of the Trust are
present or represented by proxy at the meeting, or (ii)
more than 50 per centum of the outstanding shares of
the Trust.
4. This instrument is executed under seal and shall be
governed by Massachusetts law.
IN WITNESS WHEREOF, this Agreement has been executed
as of the date set forth above by a duly authorized officer of
each party.
GREATER INDIA
PORTFOLIO
By: /s/
Xxxxxxx X. Gemma
Xxxxxxx
X. Gemma
Vice
President
BOSTON
MANAG
EMENT
AND
RESEA
RCH
By: /s/
Xxxxxx X. Xxxxx
Xxxxxx
X. Xxxxx
Vice
President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Greater India Portfolio
(Effective as of September 15, 2016)
The Adviser's asset-based advisory fee is reduced and
computed as follows:
Average Daily Net Assets for the Month Annual Fee Rate
(for each level)
up to $500 million 0.850%
$500 million but less than $1 billion 0.800%
$1 billion but less than $2.5 billion 0.775%
$2.5 billion but less than $5 billion 0.750%
$5 billion and over 0.730%
