FEE REDUCTION AGREEMENT
AGREEMENT made as of this 1st day of
May 2012, between Tax-Managed International
Equity Portfolio (formerly Tax-Managed
International Growth 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 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 May 1, 2012; 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.
TAX-MANAGED INTERNATIONAL
EQUITY PORTFOLIO
By:
/s/Xxxxxxx Gemma
Title: Secretary
BOSTON MANAGEMENT AND
RESEARCH
By:
/s/Xxxxxxx Gemma
Title:
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Tax-Managed International Equity Portfolio
(Effective as of May 1, 2012)
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
0.750%
$500 million but less than $1 billion
0.725%
$1 billion but less than $2.5 billion
0.700%
$2.5 billion but less than $5 billion
0.680%
$5 billion and over
0.665%
77Q1(e) Tax-Managed International Equity Portfolio Fee Reduction Agreement
