FEE REDUCTION AGREEMENT
AGREEMENT effective as of November 1, 2016, between
▇▇▇▇▇ ▇▇▇▇▇ Management (the "Adviser") and Parametric
Portfolio Associates LLC (the "Sub-Adviser") with respect to ▇▇▇▇▇
▇▇▇▇▇ Mutual Funds Trust ("Trust") on behalf of Parametric
Dividend Income Fund ("Fund").
WHEREAS, the Adviser has entered into an Investment
Sub-Advisory Agreement ("Sub-Advisory Agreement") with the
Sub-Adviser, which Investment Sub-Advisory Agreement
provides that the Sub-Adviser shall be entitled to receive an
asset-based fee payable at specified rates;
WHEREAS, the Adviser has agreed with the Sub-
Adviser and the Board of Trustees of the Trust to reduce the
investment sub-advisory fee rates as described below; and
WHEREAS, the Adviser and the Sub-Adviser wish to
memorialize the foregoing 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 Adviser and the Sub-Adviser hereby agree as
follows:
1. Notwithstanding any provisions of the Sub-Advisory
Agreement to the contrary, the Adviser will reduce the
sub-advisory fee in accordance with the fee schedule
included as Appendix A.
2. This Agreement only may be terminated or amended
upon the mutual written consent of a the Adviser and
the Sub-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; (ii) no
amendment of this Agreement shall be effective unless
approved by the majority vote of the Independent
Trustees.
3. 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.
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
By:
/s/ ▇▇▇▇▇▇▇ ▇. Gemma
▇▇▇▇▇▇▇ ▇. Gemma
Vice President
PARA
METRI
C
PORTF
OLIO
ASSO
CIATE
S LLC
By:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Chief Administrative Officer
APPENDIX A
SUB-ADVISORY FEE REDUCTION SCHEDULE
(Effective as of November 1, 2016)
The Sub-Adviser's asset-based sub-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 0.12500%
$1 billion but less than $2.5 billion 0.11875%
$2.5 billion but less than $5 billion 0.11250%
$5 billion and over 0.10875%