FEE REDUCTION AGREEMENT
AGREEMENT made as of this 13th day of
December 2016, between Short Duration High
Income Portfolio (the "Trust") and Boston
Management and Research (the "Adviser").
WHEREAS, the Trust has entered into an
Investment Advisory Agreement (the "Advisory
Agreement") with the Adviser, which provides that
the Adviser shall be entitled to receive
compensation 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 January 1, 2017; 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
jointly and severally 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
shareholders, of the lesser of (i) 67 per centum or
more of the shares of the Trust present or
represented by proxy at the meeting if the holders
of more than 50 per centum of the outstanding
shares of the Trust are present or represented by
proxy at the meeting, or (ii) more than 50 per
centum of the outstanding shares 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.
SHORT
DURATION HIGH INCOME PORTFOLIO
By:
Xxxxxxx X. Gemma
Vice
President
BOSTON MANAGEMENT AND RESEARCH
By:
Xxxxxx X.
Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Short Duration High Income Portfolio
(Effective as of January 1, 2017)
The Adviser's asset-based advisory fee is reduced
and computed as follows:
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