Exhibit (d)(2)
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 13th day of April 2004, between High Yield
Municipals 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 compensation consisting of an
asset-based fee plus an income-based fee, each payable at a certain rate; and
WHEREAS, the Adviser has offered to reduce its asset-based fee rate only,
and the Trust has accepted such fee reduction, such fee reduction being
effective as of March 15, 2004; and
WHEREAS, the Adviser and the Trust wish to memorialize such permanent 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 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 asset-based 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 that no such termination or
amendment 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.
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.
High Yield Municipals Portfolio
By: /s/ Xxxxxx X. Xxxxxx
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President
Boston Management and Research
By: /s/ Xxxx X. Xxxxxx
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Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
High Yield Municipals Portfolio
On net assets of $500 million and over, the Adviser's asset-based advisory fee
is reduced and computed as follows:
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Annual Asset
Daily Net Assets Rate
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$500 million but less than $750 million 0.325%
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$750 million but less than $1.5 billion 0.300%
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$1.5 billion but less than $2 billion 0.275%
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$2 billion but less than $3 billion 0.250%
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$3 billion and over 0.225%
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THE FOREGOING BREAKPOINT ADJUSTMENTS APPLY ONLY TO THE TRUST'S ASSET-BASED FEE
AND DO NOT APPLY TO THE TRUST'S INCOME-BASED FEE.
