FEE REDUCTION AGREEMENT
AGREEMENT made as of this 1st day of
May 2013, between Boston Income 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 provides that
the Adviser shall be entitled to receive an asset-based
fee payable 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, 2013; 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 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 in the Trust present or
represented by proxy at the meeting if the Holders of
more than 50 per centum of the outstanding Interests
in the Trust are present or represented by proxy at the
meeting, or (ii) more than 50 per centum of the
outstanding Interests in the Trust. The terms
"Holders" and "Interests" when used herein shall
have the respective meanings specified in the
Declaration of Trust 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.
BOSTON INCOME PORTFOLIO
By:
Xxxxxxx X. Gemma, Vice President
BOSTON MANAGEMENT AND RESEARCH
By:
Xxxxxx
X. Xxxxx, Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Boston Income Portfolio
(Effective as of May 1, 2013)
The Adviser's asset-based advisory fee is reduced
and computed as follows:
Averag
e Daily
Net
Assets
for the
Month
Annual
Fee
Rate
(for
each
level)
Up to
$1.5
billion
0.625%
$1.5
billion
but less
than $2
billion
0.600%
$2
billion
but less
than $5
billion
0.575%
$5
billion
but less
than
$10
billion
0.555%
$10
billion
and
over
0.535%
