FEE REDUCTION AGREEMENT
AGREEMENT made as of this 1st day of November 2016,
between Xxxxx Xxxxx Mutual Funds Trust (the "Trust") on behalf
of Parametric Dividend Income Fund (the "Fund") and Xxxxx
Xxxxx Management (the "Adviser").
WHEREAS, the Trust on behalf of the Fund has entered
into an Investment Advisory and Administrative 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 November 1, 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 Fund; (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 Fund.
3. For purposes of this Agreement the term "vote of a
majority of the outstanding voting securities of the
Fund" shall mean the vote, at a meeting of
shareholders, of the lesser of (i) 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 outstanding shares of the Fund are
present or represented by proxy at the meeting, or (ii)
more than 50 per centum of the outstanding shares of
the Fund.
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.
XXXXX
XXXXX MUTUAL FUNDS TRUST
(on
behalf of
Parametr
ic
Dividend
Income
Fund)
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
XXXXX
XXXXX
MANAG
EMENT
By:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Parametric Dividend Income Fund
(Effective as of November 1, 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 $1 billion 0.3000%
$1 billion but less than $2.5 billion 0.2875%
$2.5 billion but less than $5 billion 0.2750%
$5 billion and over 0.2675%
