EXHIBIT (d)(3)(b)
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 10th day of September 2004, between ▇▇▇▇▇ ▇▇▇▇▇
Municipals Trust II (the "Trust"), on behalf of ▇▇▇▇▇ ▇▇▇▇▇ High Yield
Municipals Fund (the "Fund"), and Boston Management and Research (the
"Adviser").
WHEREAS, the Trust, on behalf of the Fund, 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, on behalf of the Fund, has accepted such fee reduction, such fee
reduction being effective as of September 10, 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, on behalf of the Fund, 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, on behalf of the Fund, 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 Fund who are not interested persons of the Adviser or the Fund
(the "Independent Trustees") and by the vote of a majority of the
outstanding voting securities of the Fund; (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 Fund.
3. For purposes of this Agreement the term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote, at a
meeting of Shareholders, of the lesser of (i) 67 per centum or more of
the shares of the Fund present or represented by proxy at the meeting
if the Shareholders of more than 50 per centum of the outstanding
Shares of the Fund are present or represented by proxy at the meeting,
or (ii) more than 50 per centum of the outstanding Shares of the Fund.
The terms "Shareholders" and "Shares" 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.
▇▇▇▇▇ ▇▇▇▇▇ MUNICIPALS TRUST II
(on behalf of ▇▇▇▇▇ ▇▇▇▇▇ High Yield Municipals Fund)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
Boston Management and Research
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Vice President
and not individually
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
▇▇▇▇▇ ▇▇▇▇▇ MUNICIPALS TRUST II
on behalf of
▇▇▇▇▇ ▇▇▇▇▇ High Yield Municipals Fund
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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Daily Net Assets Annual Asset 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 Fund's asset-based fee
and do not apply to the Fund's income-based fee.
