▇▇▇▇▇▇ BROTHERS RESERVE LIQUIDITY FUNDS
MONEY MARKET RESERVE PORTFOLIO
PRIME RESERVE PORTFOLIO
TREASURY OBLIGATIONS RESERVE PORTFOLIO
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
March 31, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 2[nd] Floor
New York, New York 10158-0180
Dear Ladies and Gentlemen:
Money Market Reserve Portfolio, Prime Reserve Portfolio and Treasury
Obligations Reserve Portfolio (each a "Portfolio") are each a series of ▇▇▇▇▇▇
Brothers Reserve Liquidity Funds, a Delaware statutory trust ("Trust").
You hereby agree, during the period from March 31, 2008 to March 31, 2011,
to forgo current payment of fees and/or reimburse annual operating expenses of
each Portfolio (excluding interest, taxes, brokerage commissions, and
extraordinary expenses of each Portfolio) ("Operating Expenses"), so that the
Operating Expenses of each Portfolio are limited to 0.20% of its average daily
net assets ("Expense Limitation").
Each Portfolio agrees to repay you out of its assets for any fees forgone
by you under the Expense Limitation or any Operating Expenses you reimburse in
excess of the Expense Limitation, provided the repayments do not cause the
Portfolio's Operating Expenses to exceed an annual rate of 0.20% of average
daily net assets and the repayments are made within three years after the year
in which you incurred the expense.
You understand that you shall look only to the assets attributable to the
applicable Portfolio for performance of this Agreement and for payment of any
claim you may have hereunder, and neither any other series of the Trust, nor any
of the Trust's trustees, officers, employees, agents, or shareholders, whether
past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment Company Act of 1940, as amended, or
other federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this Agreement shall be in writing
signed by the parties hereto. This Agreement supersedes any prior agreement
with respect to the subject matter hereof.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
▇▇▇▇▇▇ BROTHERS RESERVE LIQUIDITY FUNDS,
on behalf of
MONEY MARKET RESERVE PORTFOLIO
PRIME RESERVE PORTFOLIO AND
TREASURY OBLIGATIONS RESERVE PORTFOLIO
_____________________________
By: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
The foregoing Agreement is hereby accepted as of March 31, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
_____________________________
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President