INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT effective this 1st day of
November, 2016 between Boston Management and
Research (the "Adviser"), and Parametric Portfolio
Associates LLC (the "Sub-Adviser").
WHEREAS, MSAR Completion Portfolio
(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, the Trust is a master fund in a
master feeder structure whereby, among other
potential investors, one or more investment
companies registered with the Securities and
Exchange Commission ("SEC") may invest its
assets in the Trust (each a "Fund"); and
WHEREAS, the Adviser has entered into an
Investment Advisory Agreement, dated June 7,
2010 (the "Advisory Agreement") with the Trust, a
copy of which has been provided to the Sub-
Adviser, relating to the provision of advisory and
management services; and
WHEREAS, pursuant to authority granted to
the Adviser in the Advisory Agreement, the Adviser
retained Parametric Risk Advisers LLC ("PRA") to
furnish investment advisory services to the Trust
related to the Trust's options strategy, pursuant to
an investment sub-advisory agreement dated June
7, 2010; and
WHEREAS, the Trust and PRA desire that
the Sub-Adviser, which is under common control
with PRA, be appointed by the Adviser to replace
PRA as the Trust's sub-adviser in a transfer which
does not result in a change of control or
management in accordance with Rule 2a-6 of the
1940 Act, and the Sub-Adviser accepts such
appointment and is willing to furnish such services
to the Trust and the Adviser pursuant to this
Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein,
the Adviser and the Sub-Adviser agree 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 the assets of the Trust related to
the Trust's option strategy 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.
The Sub-Adviser shall not be responsible for
aspects of the Trust's investment program other
than its options strategy, including without limitation
purchases and sales of securities other than
options, selection of brokers to conduct such
purchases and sales of securities other than
options, compliance with investment policies and
restrictions other than those concerning options, or
proxy voting.
2. Sub-Adviser Duties. Subject to the
supervision of the Trust's Board of Trustees (the
"Board") and the Adviser, the Sub-Adviser will
provide a continuous investment program relating
to the Trust's purchase or sale of options for the
Trust's portfolio. Subject to approval of the Trust's
Board and notice to the Sub-Adviser, the Adviser
retains complete authority immediately to assume
direct responsibility for any function delegated to
the Sub-Adviser under this Agreement. Subject to
the foregoing, the Sub-Adviser will provide options
investment research and conduct a continuous
program of options evaluation, investment, sales,
and reinvestment of the Trust's assets by
determining the options strategy that the Trust shall
pursue, including which options shall be purchased,
entered into, sold, closed, or exchanged for the
Trust, when these transactions should be executed,
and what portion of the assets of the Trust shall
have options written against them. The Sub-
Adviser will provide the services under this
Agreement in accordance with the Trust's
investment objective or objectives, policies, and
restrictions as stated in the Trust's Registration
Statement filed with 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. The Adviser and
the Sub-Adviser further agree as follows:
a. Each of the Adviser and the Sub-
Adviser will conform materially with the 1940 Act
and all rules and regulations thereunder, all other
applicable federal and state laws and regulations,
with materially any applicable procedures adopted
by the Trust's Board of which the Sub-Adviser has
been sent a copy, and the provisions of the
Registration Statement, of which the Sub-Adviser
has received a copy and with the Sub-Adviser's
portfolio manager operating policies and
procedures as are approved by the Adviser. Each
of the Adviser and the Sub-Adviser shall exercise
reasonable care in the performance of its duties
under the Agreement.
b. In connection with any purchase
and sale of securities for the Trust related to the
implementation of the options strategy developed
by the Sub-Adviser, 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 options to be
purchased or sold on behalf of the Trust, as may be
reasonably necessary to enable the Custodian to
perform its administrative and recordkeeping
responsibilities with respect to the Trust. With
respect to options to be settled through the Trust's
Custodian, the Sub-Adviser will arrange for the
prompt transmission of the confirmation of such
options trades to the Trust's Custodian.
c. 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 options or other assets of the Trust
for which the Sub-Adviser is responsible and for
which the Custodian seeks assistance from or
identifies for review by the Sub-Adviser; provided
that the Sub-Adviser shall be responsible for
determining in good faith, consistent with the
procedures and policies stated in the Registration
Statement or adopted by the Board, the fair value
of the Trust's portfolio of options for which the Sub-
Adviser is responsible and shall obtain at its own
expense pricing services for the Trust's portfolio of
options from Interactive Data ("IDS"), Bloomberg, or
another pricing service to be mutually agreed. 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.
d. Following the end of the Trust's
semi-annual period and fiscal year, the Sub-Adviser
will assist the Adviser in preparing a letter to
shareholders containing a discussion of relevant
investment factors in respect of both the prior
quarter and the fiscal year to date.
e. The Sub-Adviser will complete
and deliver to the Adviser for each quarter by the
5th business day of the following quarter a written
compliance checklist in a form provided by the
Adviser relating to the performances of the Sub-
Adviser under this Agreement.
f. The Sub-Adviser will make
available to the Trust and the Adviser, promptly
upon request, any of the Trust'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 Trust which may be
requested by such authorities in order to ascertain
whether the operations of the Trust are being
conducted in a manner consistent with applicable
laws and regulations.
g. The Sub-Adviser will provide
reports to the Board for consideration at meetings
of the Board on the options portion of the
investment program for the Trust and the options
purchased and sold for the Trust's portfolio, and will
furnish the Board with such periodic and special
reports as the Board and the Adviser may
reasonably request.
h. The Adviser shall assure that the
Trust complies with its investment policies and
restrictions as set forth in the Registration
Statement, except for policies and restrictions
concerning implementation of the Trust's options
strategy, and the Adviser acknowledges that the
Sub-Adviser shall not be responsible for the Trust's
compliance with its investment policies and
restrictions other than those concerning
implementation of the Trust's options strategy.
i. The Adviser acknowledges that
the Sub-Adviser shall not be responsible for
meeting or monitoring compliance with the income
and asset diversification requirements of Section
851 of the Internal Revenue Code, and the Adviser
acknowledges that the Adviser is responsible for
the same.
3. Broker-Dealer Selection. The Sub-
Adviser is authorized to make decisions to buy and
sell options for the Trust's portfolio, and to select
broker-dealers and to negotiate brokerage
commission rates in effecting an option transaction.
The Sub-Adviser's primary consideration in
effecting an option transaction will be to obtain the
best execution for the Trust, taking into account the
factors specified in the prospectus and/or statement
of additional information for the Trust, and
determined in consultation with the Adviser, which
include price (including the applicable brokerage
commission or dollar spread), the size of the order,
the nature of the market for the option, the timing of
the transaction, the reputation, experience and
financial stability of the broker-dealer involved, the
quality of the service, the difficulty of execution, and
the execution capabilities and operational facilities
of the firm involved, and the firm's risk in positioning
a block of options. Accordingly, the price to the
Trust in any transaction may be less favorable than
that available from another broker-dealer if the
difference is reasonably justified, in the judgment of
the Sub-Adviser in the exercise of its fiduciary
obligations to the Trust, by other aspects of the
portfolio execution services offered. The Sub-
Adviser shall not receive any research service from
any broker-dealer or from any third party that is
paid by such broker-dealer in return for placing
trades through such broker-dealer on behalf of the
Trust. The Sub-Adviser will consult with the
Adviser to ensure that portfolio transactions on
behalf of the Trust are directed to broker-dealers on
the basis of criteria reasonably considered
appropriate by the Adviser. To the extent
consistent with these standards, the Sub-Adviser is
further authorized to allocate the orders placed by it
on behalf of the Trust to an affiliated broker-dealer.
Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine
consistent with the above standards, and the Sub-
Adviser will report on said allocation regularly to the
Trust's Board indicating the broker-dealers to which
such allocations have been made and the basis
therefore.
4. Disclosure about Sub-Adviser. The Sub-
Adviser has reviewed the Registration Statement
for the Trust and the registration statement of any
Fund filed with the SEC (the Registration Statement
and the Funds' registration statements referred to
herein as the "Registration Statements") that
contain disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the
disclosure about the Sub-Adviser or information
relating directly or indirectly to the Sub-Adviser,
such Registration Statements contain, as of the
date hereof, no untrue statement of any material
fact and do not omit any statement of a material
fact which was required to be stated therein or
necessary 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. Compensation of the Sub-Adviser. For
the services, payments and facilities to be furnished
hereunder by the Sub-Adviser, to the extent the
Adviser receives at least such amount from the
Trust pursuant to the Advisory Agreement, the Sub-
Adviser shall be entitled to receive from the Adviser
compensation in an amount equal to the following
average daily net assets of the Trust that are
subject to a written put spread and/or call spread
strategy throughout each month.
Average Daily Net Assets for the Month
Annual Fee Rate
(at each level)
Up to $500 million
0.5500%
$500 million but less than $1 billion
0.5250%
$1 billion but less than $2.5 billion
0.5100%
$2.5 billion but less than $5 billion
0.4950%
$5 billion and over
0.4800%
Such compensation shall be payable monthly in
arrears on the last business day of each month.
The Trust'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 Trust, the fee for that month
shall be based on the number of calendar days
during which it is in effect. 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 Sub-Adviser's fee
hereunder.
6. Allocation of Charges and Expenses. It
is understood that, pursuant to the Advisory
Agreement, the Trust will pay all expenses other
than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the
Advisory Agreement, which expenses payable by
the Trust shall include without limitation: (i)
expenses of organizing and maintaining the Trust
and continuing its existence, (ii) registration of the
Trust under the 1940 Act, (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 listing shares of the Trust with
a stock exchange, and expenses of issue, sale,
repurchase and redemption (if any) of shares in the
Trust, including expenses of conducting tender
offers for the purpose of repurchasing Trust shares,
(viii) expenses of registering and qualifying the Trust
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, including
amendments, and for distributing the same to
shareholders and investors, and fees and expenses
of registering and maintaining registrations of the
Trust and of the Trust'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
Trust (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 Trust, (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 Xxxxx
Xxxxx'x 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, officers and shareholders with respect
thereto. 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, pricing services in
accordance with Section 2, insurance of the Sub-
Adviser and its personnel, research services and
taxes of the Sub-Adviser.
7. Other Interests. It is understood that
Trustees and officers of the Trust and shareholders
of the Trust are or may be or become interested in
the Sub-Adviser as partners, officers, employees,
interestholders or otherwise and that partners,
officers, employees and interestholders of the Sub-
Adviser are or may be or become similarly
interested in the Trust, and that the Sub-Adviser
may be or become interested in the Trust as a
shareholder or otherwise. It is also understood that
partners, officers, employees and interestholders of
the Sub-Adviser may be or become interested (as
directors, trustees, officers, employees,
shareholders or otherwise) in other companies or
entities (including, without limitation, other
investment companies) that the Sub-Adviser may
organize, sponsor, or acquire, or with which it may
merge or consolidate, and which may include the
words "Parametric" or any combination thereof as
part of their name, and that the Sub-Adviser or its
affiliates may enter into advisory or management
agreements or other contracts or relationships with
such other companies or entities.
8. Compliance.
a. The Sub-Adviser agrees to use
reasonable compliance techniques as the Adviser
or the Board may adopt or approve, including
written compliance procedures. In addition, the
Sub-Adviser shall retain, at its own expense, the
services of the Custodian or any other party as
requested by the Board to monitor the compliance
of the Trust's portfolio of holdings 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; commenced proceedings or an
investigation (formally or informally) that may 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 investigation, examination, inquiry, audit
or subpoena of the Sub-Adviser or any of its
officers or employees by any federal, state,
municipal or other governmental department,
commission, bureau, board, agency or
instrumentality, or (3) upon having a reasonable
basis for believing that the Trust has ceased to
qualify or might not qualify as a regulated
investment company under Subchapter M of the
Internal Revenue Code. If legally permitted, the
Sub-Adviser will furnish the Adviser, upon request,
copies of any and all documents relating to the
foregoing. The Sub-Adviser further agrees to notify
the Adviser and the Trust promptly of any material
fact known to the Sub-Adviser respecting or relating
to the Sub-Adviser that is not contained in the
Registration Statement or prospectus for the Trust
or any Fund, or any amendment or supplement
thereto, or if any statement contained therein that
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; 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 an investigation that may result in
any of these actions, or (2) upon having a
reasonable basis for believing that the Trust has
ceased to qualify or might not qualify as a regulated
investment company under Subchapter M of the
Internal Revenue Code.
d. The Sub-Adviser will provide the
Adviser with such reports, presentations,
certifications and other information as the Adviser
may request from time to time 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-Advisers duties
hereunder.
9. Books and Records. The Sub-Adviser
hereby agrees that all records which it maintains for
the Trust 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
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-l 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 or the Trust. Subject to the
foregoing, the Sub-Adviser shall treat as
confidential all information pertaining to the Trust
and actions of the Trust, the Adviser and the Sub-
Adviser, and the Adviser shall treat as confidential
and use only in connection with the Trust all
information furnished to the Trust or the Adviser by
the Sub-Adviser, in connection with its duties under
this Agreement except that the aforesaid
information need not be treated as confidential if
required to be disclosed under applicable law, if
generally available to the public through means
other than by disclosure by the Sub-Adviser or the
Adviser, or if available from a source other than the
Adviser, Sub-Adviser or the Trust.
11. Control. Notwithstanding any other
provision of the Agreement, it is understood and
agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions
performed pursuant to this Agreement and has
reserved the right to reasonably direct any action
hereunder taken on its behalf by the Sub-Adviser.
Limitation of Liability of the Sub-
Adviser. The services of the Sub-Adviser to the
Adviser for the benefit of the Trust are not to be
deemed to be exclusive, the Sub-Adviser 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 Sub-Adviser, the Sub-
Adviser shall not be subject to liability to the
Adviser or the Trust or any shareholder in the Trust
for any act or omission in the course of, or
connected with, rendering services hereunder or for
any losses that may be sustained in the acquisition,
holding, or disposition of any security or other
investment. The Sub-Adviser agrees that neither
the Trust nor any Fund shall bear any responsibility
or shall be subject to any liability for any damages,
expenses, or losses of 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 each person, if any,
who, within the meaning of Section 15 of the 1933
Act controls ("controlling person") the Sub-Adviser
(all of such persons being referred to as "Sub-
Adviser Indemnified Persons") against any and all
losses, claims, damages, liabilities, or litigation
(including 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 by reason of the Adviser's disregard
of its obligations and duties under this Agreement
and to the Trust, or (2) may be based upon any
untrue statement or alleged untrue statement of a
material fact contained in the Registration
Statements or prospectuses covering shares of the
Trust or any Fund, 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 upon
information furnished to the Adviser or the Trust or
to any affiliated person of the Adviser by a Sub-
Adviser Indemnified Person; 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 negligence in the
performance of its duties, or by reason of its breach
or reckless disregard of its obligations or duties
under this Agreement.
b. Notwithstanding Section 12 of
this Agreement, the Sub-Adviser agrees to
indemnify and hold harmless the Adviser, any
affiliated person of the Adviser, and any controlling
person of the Adviser (all of such persons being
referred to as "Adviser Indemnified Persons")
against any and all losses, claims, damages,
liabilities, or litigation (including legal and other
expenses) to which 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 (1) may be based upon the Sub-
Adviser's negligence, willful misfeasance, or bad
faith in the performance of its duties, or by reason
of the Sub-Adviser's disregard 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 Statements or prospectuses covering
the shares of the Trust or any Fund, 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 or omission was
made in reliance upon information furnished to the
Adviser, the Trust, or any affiliated person of the
Adviser or Trust by the Sub-Adviser or any affiliated
person of the Sub-Adviser; 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 breach
or reckless disregard of its obligations and duties
under this Agreement.
c. The Adviser shall not be liable
under Paragraph (a) of this Section 13 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
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 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
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; provided
however, the Adviser shall be responsible for the
additional counsel of Sub-Adviser in the event the
Adviser is determined to have made the fraudulent
representations, by the final decision of a court of
competent jurisdiction (that is not subject to appeal
or as to which the time for appeal has elapsed),
and such representations are the basis for which
Sub-Adviser's liability is based. 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 13 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 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
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 upon the date of its execution, and unless
terminated as provided herein, 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
after such date is specifically approved at least
annually by (a) the Board, or by the vote of a
majority of the outstanding voting securities of the
Trust, and (b) the vote of a majority of those
Trustees who are not interested persons of the
Sub-Adviser, the Adviser, or the Trust 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 Trust's
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, or (c) by
the Sub-Adviser upon 3 months' prior written notice
unless the Trust or the Adviser requests additional
time to find a replacement for the Sub-Adviser, in
which case the Sub-Adviser shall allow the
additional time requested by the Trust or Adviser
not to exceed 3 additional months beyond the initial
three-month notice period; provided, however, that
the Sub-Adviser may terminate this Agreement at
any time without penalty, effective upon written
notice to the Adviser and the Trust, in the event
either the Sub-Adviser (acting in good faith) 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.
14. 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:
MSAR Completion Portfolio
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Chief Legal Officer
If to the Adviser:
Boston Management and Research
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Chief Legal Officer
If to the Sub-Adviser:
Parametric Portfolio Associates LLC
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Legal and Compliance
Department
Phone: 000-000-0000
Email: PPA-
XxxxxXxxxxxx@xxxxxxxx.xxx
15. Amendments. 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 Sub-Adviser,
the Adviser, or the Trust cast in person at a
meeting called for the purpose of voting on such
approval, and (ii) if required by the 1940 Act, by
vote of a majority of the outstanding voting
securities of the Trust.
16. Miscellaneous.
a. This Agreement shall be
governed by the laws of the Commonwealth of
Massachusetts, provided that nothing herein shall
be construed in a manner inconsistent with the
1940 Act, the Advisers Act or rules or orders of the
SEC thereunder, and without regard for the
conflicts of laws principle thereof. The term
"affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined
in Section 2(a)(3) of the 0000 Xxx.
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.
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 14 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.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed as of
the day and year first above written.
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Xxxxxxx X. Gemma
Name: Xxxxxxx X. Gemma
Vice President, and not individually
PARAMETRIC PORTFOLIO ASSOCIATES LLC
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Managing Director, and not individually
