FEE REDUCTION AGREEMENT
AGREEMENT made as of this 25th day of
April 2017, between Government Obligations
Portfolio (the "Trust") and Boston Management and
Research (the "Adviser").
WHEREAS, the Trust has entered into an
Investment Advisory Agreement (the "Advisory
Agreement") with the Adviser, which provides that
the Adviser shall be entitled to receive
compensation at a certain rate; and
WHEREAS, the Adviser has offered to
reduce such advisory fee rate, and the Trust has
accepted such fee reduction, such fee reduction
being effective as of May 1, 2017; and
WHEREAS, the Adviser and the Trust wish
to memorialize said 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 and the Adviser hereby
jointly and severally 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 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 of the
Trust present or represented by proxy at the
meeting if the Holders of more than 50 per
centum of the outstanding interests of the
Trust are present or represented by proxy at
the meeting, or (ii) more than 50 per centum
of the outstanding interests 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.
GOVERNMENT OBLIGATIONS
PORTFOLIO
By:/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
BOSTON
MANA
GEME
NT
AND
RESE
ARCH
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
Exhibit A
ADVISORY FEE REDUCTION SCHEDULE
Government Obligations Portfolio
(Effective as of May 1, 2017)
The Adviser's asset-based advisory fee is reduced
and computed as follows:
A
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6
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$
5
0
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s
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$
1
b
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6
2
5
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%
$
1
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n
$
1
..
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b
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..
6
0
0
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%
$
1
..
5
b
i
l
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b
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t
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e
s
s
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n
$
2
b
i
l
l
i
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0
..
5
6
2
5
%
$
2
b
i
l
l
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n
b
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t
l
e
s
s
t
h
a
n
$
2
..
5
b
i
l
l
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0
..
5
0
0
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$
2
..
5
b
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d
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0
..
4
3
7
5
%
2
