FEE REDUCTION AGREEMENT
AGREEMENT made as of this 13th day of
December 2016, between Xxxxx Xxxxx
Management (the "Adviser") and Atlanta Capital
Management Company LLC (the "Sub-Adviser").
WHEREAS, the Adviser has entered into an
Investment Advisory Agreement ( the "Advisory
Agreement") with Xxxxx Xxxxx Growth Trust, a
Massachusetts business trust (the "Trust") on
behalf of Xxxxx Xxxxx Atlanta Capital Select Equity
Fund (the "Fund), relating to the provision of
portfolio management services to the Fund; and
WHEREAS, the Advisory Agreement
provides that the Adviser may delegate any or all of
its portfolio management responsibilities under the
Advisory Agreement to one or more sub-investment
advisers and
WHEREAS, the Adviser has entered into an
Investment Sub-Advisory Agreement ("Sub-
Advisory Agreement") with the Sub-Adviser, which
Sub-Advisory Agreement provides that the Sub-
Adviser shall be entitled to receive an asset-based
fee payable at a certain rate; and
WHEREAS, the Sub-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 Sub-Adviser
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 Adviser and the Sub-Adviser
hereby jointly and severally agree as follows:
1. For so long as the Sub-Advisory Agreement
shall remain in effect, notwithstanding any
provisions of the Sub-Advisory Agreement to
the contrary, the Sub-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 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, Sub-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 MANAGEMENT
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
Acknowledged and agreed to as of the day
and your first above written:
XXXXX XXXXX GROWTH TRUST
(on behalf of Xxxxx Xxxxx Atlanta Capital
Select Equity Fund)
BY: /s/ Payson X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
