Item 77q1
Xxxx-Cap Portfolio
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 25th day of April 2017,
between XXXX-Cap Portfolio (the "Trust") and Boston
Management and Research (the "Adviser").
WHEREAS, the Trust has entered into an Investment
Advisory 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 May 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 Trust; (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 Trust.
3. For purposes of this Agreement the term "vote of a
majority of the outstanding voting securities of the
Trust" shall mean the vote, at a meeting of Holders, of
the lesser of (i) 67 per centum or more of the interests
of the Trust present or represented by proxy at the
meeting if the Holders of more than 50 per centum of
the outstanding interests of the Trust are present or
represented by proxy at the meeting, or (ii) more than
50 per centum of the outstanding interests of the Trust.
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.
XXXX-CAP PORTFOLIO
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
BOSTON MANAGEMENT AND RESEARCH
By:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
XXXX-Cap Portfolio
(Effective as of May 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
up to $500 million 1.0000%
$500 million but less than $1 billion 0.9375%
$1 billion but less than $2.5 billion 0.8750%
$2.5 billion but less than $5 billion 0.8125%
$5 billion but less than $7.5 billion 0.7500%
$7.5 billion but less than $10 billion 0.7300%
$10 billion and over 0.7200%
