Eaton Vance Management Two International Place Boston, MA 02110 (617)482-8260 www.eatonvance.com

Xxxxx Xxxxx Management Two International Place Boston, MA 00000 (000)000-0000 xxx.xxxxxxxxxx.xxx

Effective as of June 10, 2013

To Xxxxx Xxxxx Floating-Rate Income Plus Fund

With Reference to the Investment Advisory and Administrative Agreement entered into by Xxxxx Xxxxx Management (“Xxxxx Xxxxx”) with Xxxxx Xxxxx Floating-Rate Income Plus Fund (the “Fund”) we hereby notify you of the following:

In connection with the organization and initial offering of the common shares of the Fund, Xxxxx Xxxxx hereby agrees to (i) pay all organizational costs of the Fund and (ii) pay all offering costs of such offering of the Fund (other than sales load) that exceeds $0.04 per share.

The instrument is executed under seal and shall be governed by Massachusetts Law.

Very truly yours,
XXXXX XXXXX MANAGEMENT
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Vice President, and not Individually

ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Treasurer, and not Individually