Exhibit No. 8(d)
AMENDMENT NUMBER 2 TO THE TRANSFER
AGENCY AND SERVICES AGREEMENT
This AMENDMENT NUMBER 2 effective on this 5th day of March 2001 is made
to the Transfer Agency and Services Agreement dated May 30, 1997, (the
"Agreement"), by and between LIQUID INSTITUTIONAL RESERVES (the "Fund") and PFPC
Inc. ("PFPC," formerly also known as First Data Investor Services Group, Inc.).
WHEREAS, the Fund desires that PFPC provide services under the
Agreement out of its Wilmington, Delaware location and using PFPC's Order Entry
Pass System ("OEP") instead of the Remote Trade Entry System ("RTE") described
in the Agreement, and PFPC agrees to provide such services out of such location
and using its OEP;
WHEREAS, the Fund and PFPC desire to amend the Agreement to reflect
those changes and to indicate that an updated fee schedule is now set forth in a
separate fee letter between the parties.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and intending to be legally bound, the parties agree that as of the date
first referenced above:
1. Amendments to Agreement.
a. References to "FIRST DATA INVESTOR SERVICES GROUP, INC." or "FDISG" are
hereby replaced by "PFPC Inc." and "PFPC," respectively. The principal
business address of the Fund is changed to 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000. The principal business address of PFPC is changed to
000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
b. Section 6.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"6.1 As compensation for services rendered by PFPC hereunder during the
term of this Agreement, the Fund on behalf of each Portfolio will pay to
PFPC a fee or fees as may be agreed from time to time in writing by the
Fund and PFPC."
c. Sections 6.2 and 6.4 (regarding compensation) are hereby deleted.
d. Section 6.3 is hereby renumbered as Section 6.2.
e. Section 8.4 (regarding RTE) is hereby deleted in its entirety and replaced
with the following:
In the event that the Fund, including any affiliate or agent of the Fund,
or any third party desires to transmit certain transaction instructions
directly to the PFPC System and produce reports associated with these
transactions from a remote location, PFPC agrees to make available
Internet access to accounts. The Fund's use of such system shall be in
accordance with the terms of this Agreement. Any third party utilizing
such system shall execute and be bound by the terms and conditions of the
user agreement attached to Amendment No. 2 as Exhibit 1 or such other
agreement that is acceptable to both the Fund and PFPC. PFPC hereby
acknowledges that Shareholders which utilize such system shall in no event
be deemed to be agents of the Fund.
f. Schedule A (Duties of PFPC) is hereby amended to add the following
subsection (d) to Section 7 (Additional Services):
"(d) Wire/Settlement Services.
i. Based on daily net purchase and sale activity for each Share
class, PFPC will settle trades daily with the Fund's Custodian.
The Fund agrees to issue standing instructions to the Custodian to
settle daily by wire with PFPC by 6pm. The Fund further agrees
that in the event that PFPC requires a wire of funds from the
Custodian on any day and, if PFPC has notified the Custodian by
5:45 PM ET of the amount due and does not receive the same by 6:00
PM ET on that same day, PFPC shall be entitled to receive
compensation for the cost of funds on the delayed amount at the
rate of Fed Funds plus 20% (i.e., [Current Fed Funds Rate +
(0.20)(Current Fed Funds Rate) = Compensation]).
ii. In the event that based on the net daily settlement, PFPC is to
wire funds to the Custodian on any day, PFPC agrees to do so by
6:00 PM ET that day."
g. Schedules B and C (regarding fees and out-of-pocket expenses) are hereby
deleted.
h. Original Exhibit 1 (Remote Trade Entry License Agreement) is hereby
deleted.
i. The addresses for the Fund and PFPC contained in Article 20 are hereby
replaced by the following:
(1) For the Fund: Liquid Institutional Reserves, 00 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000, Attention: Product Management, with copies
to the Fund's Secretary and Treasurer; and
(2) For PFPC: PFPC Inc., 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: President, with a copy to PFPC's General Counsel.
1. Miscellaneous.
a. Except as specifically amended hereby, the Agreement shall remain
unaltered and in full force and effect and is hereby ratified and
confirmed.
b. The Agreement, as modified by this and the prior amendment, constitutes
the complete understanding and agreement of the parties with respect to
the subject matter hereof and supersedes all prior communications with
respect thereto.
c. This Amendment may be executed in counterparts, each of which shall
constitute an original, and all of which together shall constitute one
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
executed by their duly authorized officers as of the day and year first written
above.
PFPC INC. LIQUID INSTITUTIONAL RESERVES
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
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Title: Senior Vice President Title: Vice President and Treasurer
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