EXHIBIT (1)(e)
FEE REDUCTION AGREEMENT
AGREEMENT made as of this 13th day of April 2004, between Government
Obligations 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 reduction, such fee reduction
being effective at that time; and
WHEREAS, the Adviser has offered to further reduce its advisory fee rate,
and the Trust has accepted such additional fee reduction, such additional fee
reduction being effective as of March 15, 2004; 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 that no such
termination or amendment 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.
3. 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.
Government Obligations Portfolio
By: /s/ Xxxx X. Xxxxxxx
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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
Government Obligations Portfolio
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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Annual Fee Rate
Average Daily Net Assets for the Month (for each level)
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$500 million but less than $1 billion 0.6875%
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$1 billion but less than $1.5 billion 0.6250%
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$1.5 billion but less than $2 billion 0.5625%
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$2 billion but less than $2.5 billion 0.5000%
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$2.5 billion and over 0.4375%
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