FEE REDUCTION AGREEMENT
AGREEMENT made as of this 27th day of April
2009, between Large-Cap Value Portfolio (the "Trust")
and Boston Management and Research (the "Adviser").
WHEREAS, the Trust has entered into an
Investment Advisory Agreement ("Advisory
Agreement") with the Adviser, which Advisory
Agreement provides that the Adviser shall be entitled to
receive an asset-based fee payable 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
April 27, 2009; 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 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
Holders, of the lesser of (i) 67 per centum or
more of the Interests in the Trust present or
represented by proxy at the meeting if the
Holders of more than 50 per centum of the
outstanding Interests in the Trust are present or
represented by proxy at the meeting, or (ii) more
than 50 per centum of the outstanding Interests
in the Trust. The terms "Holders" and
"Interests" when used herein shall have the
respective meanings specified in the Declaration
of Trust 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.
LARG
E-CAP
VALU
E
PORTF
OLIO
By:
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
P
resident
BOSTO
N
MANA
GEME
NT
AND
RESEA
RCH
By:
/s/ Xxxxxxx X. Gemma_______
Xxxxxxx X. Gemma
V
ice
Preside
nt
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Large-Cap Value Portfolio
(Effective as of April 27, 2009)
On net assets of $15 billion and over, 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)
$10
billion
but less
than $15
billion
0.5550%
$15
billion
and over
0.5400%
017_0159
