Exhibit (d)(2)
TAX-MANAGED INTERNATIONAL EQUITY PORTFOLIO
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This AMENDMENT dated May 17, 2004 (the "Amendment"), is by and between
Tax-Managed International Equity Portfolio, a New York trust (formerly
Tax-Managed International Growth Portfolio) (the "Trust"), and Boston Management
and Research, a Massachusetts business trust (the "Adviser").
WHEREAS, the Trust and the Adviser are parties to that certain Investment
Advisory Agreement dated February 13, 2001 (the "Advisory Agreement"); and
WHEREAS, the Trust and the Adviser wish to amend the Advisory Agreement;
NOW THEREFORE, in consideration of the premises and the promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed between the Trust and the Adviser as
follows:
1. Section 6 of the Advisory Agreement is hereby amended by deleting such
Section in its entirety and substituting therefore:
6. Sub-Investment Advisers. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms
and conditions as may be agreed upon under an agreement between the Adviser
and such investment adviser that is approved by the Trustees of the Trust,
all as permitted by the Investment Company Act of 1940. Each such
sub-investment adviser's performance of its obligation under any such
agreement shall be supervised by the Adviser. Further, the Adviser may,
with the approval of the Trustees of the Trust and without the vote of any
Interests in the Trust, terminate any agreement with any sub-investment
adviser and/or enter into an agreement with one or more other
sub-investment advisers, all as permitted by the Investment Company Act of
1940 and the rules hereunder.
2. Section 8 of the Advisory Agreement is hereby amended by hereby amended
by deleting such Section in its entirety and substituting therefore:
8. Amendments of the Agreement. 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
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 Investment Company Act
of 1940 or the rules hereunder, by vote of a majority of the outstanding
voting securities of the Trust.
3. Except as specifically amended by this Amendment, the terms of the
Advisory Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day and year first above written.
TAX-MANAGED INTERNATIONAL
EQUITY PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxxxxxx
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President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Xxxx X. Xxxxxx
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Vice President
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