FEE REDUCTION AGREEMENT
AGREEMENT made as of this 13th day of
December 2016, between Xxxxx Xxxxx Growth
Trust (the "Trust") on behalf of Xxxxx Xxxxx Atlanta
Capital Select Equity 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 February 1, 2017; 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 GROWTH TRUST
(on behalf of Xxxxx Xxxxx Atlanta Capital
Select Equity Fund)
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
XXXXX XXXXX MANAGEMENT
By:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Xxxxx Xxxxx Atlanta Capital Select Equity Fund
(Effective as of February 1, 2017)
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 0.700%
$500 million but less than $1 billion 0.675%
$1 billion but less than $2.5 billion 0.650%
$2.5 billion but less than $5 billion 0.630%
$5 billion and over 0.615%
