Exhibit (g)(2)
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 21st day of March 2005, between Senior Debt
Portfolio (the "Trust") and Boston Management and Research (the "Adviser").
WHEREAS, the Trust has entered into an Investment Advisory Agreement
("Advisory Agreement") with the Adviser, which Advisory Agreement provides that
the Adviser shall be entitled to receive an asset-based fee payable at a certain
rate; and
WHEREAS, the Adviser has previously offered to waive portions of its
advisory fee payable under the Advisory Agreement, and the Trust has accepted
such prior fee waivers; and
WHEREAS, the Adviser and the Trust now wish to memorialize all such
existing fee reductions 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 agree as follows:
1. The advisory fees paid by the Trust during any fiscal year or portion
thereof will not exceed on an annual basis (a) 0.95% of average daily
gross assets of the Trust up to and including $1 billion; (b) 0.90% of
average daily gross assets in excess of $1 billion up to and including
$2 billion; (c) 0.85% of average daily gross assets in excess of $2
billion up to and including $7 billion; (d) 0.8375% of average daily
gross assets in excess of $7 billion up to and including $10 billion;
and (e) 0.8250% of average daily gross assets in excess of $10
billion.
2. In addition, the advisory fees paid by the Trust during any fiscal
year or portion thereof will not exceed on an annual basis (a) 0.50%
of average daily gross assets of the Trust up to and including $1
billion; (b) 0.45% of average daily gross assets in excess of $1
billion up to and including $2 billion; (c) 0.40% of average daily
gross assets in excess of $2 billion up to and including $7 billion;
(d) 0.3875% of average daily gross assets in excess of $7 billion up
to and including $10 billion; and (e) 0.375% of average daily gross
assets in excess of $10 billion FOR SO LONG AS (i) a Distribution Plan
is in effect for each of EV Classic Senior Floating-Rate Fund and
Xxxxx Xxxxx Prime Rate Reserves (the "Fund(s)"); and (ii) distribution
fees equal to this advisory fee waiver (0.45% of average daily gross
assets) plus the amount of administration fees waived by Xxxxx Xxxxx
Management with respect to such Funds (for each Fund, 0.25% of average
daily gross assets) are paid under such Distribution Plans.
3. This Agreement may not be terminated or amended unless approved by the
majority vote of those Trustees of the Trust who are not interested
persons of the Adviser or 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.
Senior Debt Portfolio
By: /s/ Xxxxx X. Page
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Xxxxx X. Page
President
Boston Management and Research
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
