Exhibit (g)(2)

                             FEE REDUCTION AGREEMENT



     AGREEMENT  made as of this  21st day of March  2005,  between  Senior  Debt
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 waive  portions  of its
advisory fee payable  under the Advisory  Agreement,  and the Trust has accepted
such prior fee waivers; and

     WHEREAS,  the  Adviser  and the  Trust  now  wish to  memorialize  all such
existing 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.   The advisory  fees paid by the Trust during any fiscal year or portion
          thereof will not exceed on an annual basis (a) 0.95% of average  daily
          gross assets of the Trust up to and including $1 billion; (b) 0.90% of
          average daily gross assets in excess of $1 billion up to and including
          $2 billion;  (c) 0.85% of average  daily gross  assets in excess of $2
          billion up to and  including $7 billion;  (d) 0.8375% of average daily
          gross assets in excess of $7 billion up to and  including $10 billion;
          and (e)  0.8250%  of  average  daily  gross  assets  in  excess of $10
          billion.

     2.   In  addition,  the  advisory  fees paid by the Trust during any fiscal
          year or portion  thereof  will not exceed on an annual basis (a) 0.50%
          of average  daily  gross  assets of the Trust up to and  including  $1
          billion;  (b)  0.45% of  average  daily  gross  assets in excess of $1
          billion up to and  including  $2 billion;  (c) 0.40% of average  daily
          gross  assets in excess of $2 billion up to and  including $7 billion;
          (d) 0.3875% of average  daily gross  assets in excess of $7 billion up
          to and  including  $10 billion;  and (e) 0.375% of average daily gross
          assets in excess of $10 billion FOR SO LONG AS (i) a Distribution Plan
          is in effect  for each of EV  Classic  Senior  Floating-Rate  Fund and
          Eaton Vance Prime Rate Reserves (the "Fund(s)"); and (ii) distribution
          fees equal to this  advisory fee waiver  (0.45% of average daily gross
          assets) plus the amount of  administration  fees waived by Eaton Vance
          Management with respect to such Funds (for each Fund, 0.25% of average
          daily gross assets) are paid under such Distribution Plans.

     3.   This Agreement may not be terminated or amended unless approved by the
          majority  vote of those  Trustees of the Trust who are not  interested
          persons of the Adviser or 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.

                                        Senior Debt Portfolio

                                        By: /s/ Scott H. Page
                                            ------------------------------
                                            Scott H. Page
                                            President


                                        Boston Management and Research

                                        By:  /s/ Alan R. Dynner
                                             -----------------------------
                                             Alan R. Dynner
                                             Vice President