FEE REDUCTION AGREEMENT
AGREEMENT effective as of May 1, 2014, between
Boston Management and Research (the "Adviser") and Atlanta
Capital Management Company, LLC (the "Sub-Adviser") with
respect to XXXX-Cap Portfolio, formerly Small-Cap Portfolio
(the "Trust").
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.
Xxxxx Xxxxx
Management
By: /s/
Xxxxxxx X. Gemma
Xxxxxxx
X. Gemma, Vice President
Atlanta Capital
Management
Company, LLC
By: /s/ Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxx
s,
Presiden
t and
Chief
Operatin
g
Officer
APPENDIX A
SUB-ADVISORY FEE REDUCTION SCHEDULE
(Effective as of May 1, 2014)
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
$500
million
0.7000%
$500
million
but less
than $1
billion
0.6563%
$1
billion
but less
than
$2.5
billion
0.6125%
$2.5
billion
but less
than $5
billion
0.5688%
$5
billion
but less
than
$7.5
billion
0.5250%
$7.5
billion
and
over
0.5150%
