EXHIBIT (d)(2)
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 14th day of June 2004, between Tax-Managed Growth
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 Advisory Agreement provides that
the Adviser shall be entitled to receive an asset-based fee payable at a certain
rate; and
WHEREAS, the Adviser has previously offered to reduce its advisory fee
rate, and the Trust has accepted such prior fee reductions, such fee reductions
being effective at that time; and
WHEREAS, the Adviser and the Trust wish to memorialize all such existing
permanent fee reductions 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 asset-based 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.
TAX-MANAGED GROWTH PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxxxxxx
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President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Xxxx X. Xxxxxx
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Vice President
EXHIBIT A
ADVISORY FEE REDUCTION SCHEDULE
TAX-MANAGED GROWTH PORTFOLIO
On net assets of $500 million and over, the Adviser's asset-based advisory fee
is reduced and computed as follows:
ANNUAL FEE RATE
AVERAGE DAILY NET ASSETS FOR THE MONTH (FOR EACH LEVEL)
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$500 million but less than $1 billion 0.5625%
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$1 billion but less than $1.5 billion 0.5000%
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$1.5 billion but less than $7 billion 0.4375%
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$7 billion but less than $10 billion 0.4250%
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$10 billion but less than $15 billion 0.4125%
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$15 billion and over 0.4000%
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