Exhibit (k)(b)
FEE WAIVER AGREEMENT
AGREEMENT made as of this 21st day of March 2005, between EV Classic Senior
Floating-Rate Fund (the "Fund") and Xxxxx Xxxxx Management ("Xxxxx Xxxxx").
WHEREAS, the Fund has entered into an Administration Agreement
("Administration Agreement") with Xxxxx Xxxxx; and
WHEREAS, the Administration Agreement provides that Xxxxx Xxxxx shall be
entitled to receive an asset-based fee payable at a rate equal to 0.25% of the
average daily gross assets of the Fund ("Administration Fee"); and
WHEREAS, Xxxxx Xxxxx has previously offered to waive its Administration
Fee, and the Fund has accepted such waiver; and
WHEREAS, Xxxxx Xxxxx and the Fund now wish to memorialize said fee waiver
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 Fund and Xxxxx Xxxxx hereby agree as follows:
1. Xxxxx Xxxxx will waive its Administration Fee in its entirety FOR SO
LONG AS a Distribution Plan is in effect for each of the Fund and
Xxxxx Xxxxx Prime Rate Reserves (the "Funds"); and (ii) distribution
fees equal to the amount of the advisory fees waived by Boston
Management and Research with respect to Senior Debt Portfolio (0.45%
of average daily gross assets) plus the amount of administration fees
waived by Xxxxx Xxxxx with respect to the Funds (for each Fund, 0.25%
average daily gross assets) are paid under such Distribution Plans.
2. This Agreement may not be terminated or amended unless approved by the
majority vote of those Trustees of the Fund who are not interested
persons of the Adviser or the Fund.
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.
EV Classic Senior Floating-Rate Fund
By: /s/ Xxxxx X. Page
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Xxxxx X. Page
President
Xxxxx Xxxxx Management
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
