FEE REDUCTION AGREEMENT
AGREEMENT made as of this 30th day
of September 2013, between Parametric
Market Neutral 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
30, 2013; 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:
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.
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.
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.
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.
PARAMETRIC MARKET NEUTRAL PORTFOLIO
By: ___________________________
Xxxxxxx X. Gemma
Vice President
BOSTON MANAGEMENT AND
RESEARCH
By: _____________________
Xxxxxx X. Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Parametric Market Portfolio
(Effective as of September 30, 2013)
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
0.8000%
$500 million but less than $1 billion
0.7750%
$1 billion but less than $2.5 billion
0.7500%
$2.5 billion but less than $5 billion
0.7300%
$5 billion and over
0.7150%
