EXHIBIT (d)(2)
AMENDMENT TO
FEE REDUCTION AGREEMENT
AMENDMENT to FEE REDUCTION AGREEMENT dated as of June 14, 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 memorialized all such existing permanent
fee reductions in that certain Fee Reduction Agreement dated as of April 13,
2004, by and between the Trust and the Adviser (the "Fee Reduction Agreement");
and
WHEREAS, the Adviser and the Trust now wish to amend the Fee Reduction
Agreement, such amendment being duly authorized by the Trust's Board of
Trustees;
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 amend the Fee Reduction
Agreement as follows:
1. Paragraph 2 of the Fee Reduction Agreement is hereby deleted and
replaced in its entirety with the following:
"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.
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."
2. Except as otherwise modified herein, all other terms and provisions of
the Fee Reduction Agreement shall remain in full force and effect.
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
