Item 77q1
XXXX-Cap Portfolio
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 25th day of April 2017,
between Boston Management and Research (the "Adviser") and
Atlanta Capital Management Company, LLC (the "Sub-Adviser")
with respect to XXXX-Cap Portfolio ("Portfolio").
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 Portfolio to reduce the
investment sub-advisory fee rates as described below effective
May 1, 2017; 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
Portfolio who are not interested persons of the Adviser
or the Portfolio (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.
BOSTON MANAGEMENT AND RESEARCH
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
ATLANTA CAPITAL MANAGEMENT COMPANY, LLC
By:
/s/ R. Xxxxx Xxxxxxxx, Jr.
R. Xxxxx Xxxxxxxx, Jr.
President and COO
