A rate-based scheduling system and method are disclosed. The rate-based system generally includes a first scheduler operable to limit the maximum rates at each of the plurality of queues. The first scheduler is configured as a work conserving scheduler shaped at an aggregate rate of active queues of the plurality of queues. The system further includes a second scheduler operable to provide a minimum rate to each of the plurality of queues and a rate controller configured to modulate the rate of at least one of the first and second schedulers.