Exhibit (h)(8)
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 1st day of May, 1988 by and between
Institutional Liquid Assets (the "Fund"), a Massachusetts business trust, and
Xxxxxxx, Xxxxx and Co. ("Xxxxxxx Sachs"), a New York limited partnership.
W I T N E S S E T H
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WHEREAS, the Fund is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Fund is empowered to issue units of beneficial interest
("Units") in separate series ("Series") with each such Series representing the
interests in a separate portfolio of securities and other assets;
WHEREAS, the Fund desires to appoint Xxxxxxx Xxxxx as Transfer Agent and
Dividend Disbursing Agent and to perform the other services contemplated hereby
with respect to the Fund and each Series of Units thereof and Xxxxxxx Sachs
desires to accept such appointment; and
WHEREAS, this Agreement shall be regarded as superseding the Agency
Agreement, dated December 27, 1978, as amended, between the Fund and DST
Systems, Inc. ("DST") relating to the Fund's Prime Obligations, Government and
Treasury Obligations Portfolios and the Transfer Agency Agreement, dated
November 11, 1987, between the Fund and Xxxxxxx Xxxxx relating to the Fund's
Money Market Portfolio.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment
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1.01 Subject to the terms set forth in this Agreement, the Fund
hereby appoints Xxxxxxx Sachs as Transfer Agent and dividend
Disbursing Agent and to perform the other services contemplated
hereby with respect to the Fund and each Series of Units
thereof.
1.02 Xxxxxxx Xxxxx hereby accepts such appointment and agrees that
it will act as Transfer Agent and Dividend Disbursing Agent and
perform the other services described herein with respect to the
Fund and each Series of Units thereof.
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1.03 Xxxxxxx Sachs agrees to provide in Chicago, Illinois the
necessary facilities, equipment and executive, administrative
and clerical personnel to perform its duties and obligations
hereunder in accordance with the terms hereof.
2. Transfer Agent
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2.01 Xxxxxxx Xxxxx shall, subject to any Instructions (as defined in
Section 5 hereof), record the issuance, transfer and redemptions of
Units in accordance with the following provisions of this Section 2.
2.02 After being notified by the Fund's custodian (the "Custodian")
or, if applicable, the Custodian's sub-custodian (the "Sub-Custodian")
that the purchase price in respect of orders to purchase Units has been
received in the form of federal funds, Xxxxxxx Sachs shall compute in
accordance with the Fund's Prospectus (the term "Prospectus," as used
herein, shall be deemed to mean the Fund's then current Prospectus, all
supplements thereto, the Fund's then current Statement of Additional
Information and all supplements thereto unless the context otherwise
requires) the number of Units to be purchased at the net asset value of
such Units applicable to such order and shall:
(i) credit the account of the purchaser with the number of Units so
purchased as of the time contemplated by the Fund's Prospectus
and
(ii) subject to paragraph 2.05, mail to the purchaser a confirmation
of such purchase and notice of such credit.
2.03 Upon receipt of requests for transfer in proper form, Xxxxxxx
Sachs shall transfer on the records of the Fund maintained by its Units
and shall credit a like amount of Units to the transferee.
2.04 Xxxxxxx Xxxxx shall make an adequate and accurate record of the
date and time of receipt of all requests for redemption of Units
transmitted or delivered to it, and shall process such requests in
accordance with the following provisions. If such redemption requests
comply with the standards for redemption approved by the Fund (as
evidenced by the Fund's Prospectus or by Instructions), Xxxxxxx Sachs
shall compute in accordance with the Fund's Prospectus the amount of
redemption proceeds payable to each Unitholder requesting redemption. If
any such request for redemption does not comply with the standards for
redemption approved by the Fund, Xxxxxxx Xxxxx shall take such actions
as it reasonably
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deems appropriate under the circumstances and shall effect such redemption at
the price applicable to the date and time of receipt of a redemption request
(including any necessary documents) complying with such standards. At such times
as may be agreed upon by Xxxxxxx Sachs and the Custodian so as to provide for
the timely payment of redemptions in accordance with the Fund's Prospectus,
Xxxxxxx Xxxxx shall advise the Custodian of aggregate redemption requests for
which the Custodian is authorized to effect payment and shall advise the
Custodian of the amount required to pay any portion of such redemptions which is
payable by wire and the amount required to pay any portion of such redemptions
which is payable by check. Xxxxxxx Sachs shall, as applicable, instruct the
Custodian to wire transfer such redemptions to the Sub-Custodian or to the
Fund's checking account established and maintained at the Northern Trust Company
("Northern") in accordance with Section 17(f) of the 1940 Act. At such times as
may be agreed upon by Xxxxxxx Xxxxx and the Sub-Custodian so as to provide for
the timely payment of redemptions in accordance with the provisions of the
Fund's Prospectus, Xxxxxxx Sachs shall give wiring instructions to the Sub-
Custodian so as to effect payment for redemptions to Unitholders who requested
such payment by wire. In accordance with the provisions of the resolutions of
the Fund's Trustees and the Fund's Prospectus and with the terms of this
Agreement, Xxxxxxx Xxxxx shall prepare and mail checks for redemptions to
Unitholders who requested that redemption proceeds be remitted by check. Upon
inquiry from the Custodian, Xxxxxxx Sachs shall promptly advise as to whether
there are a sufficient number of Units in the Unitholder's account to cover a
redemption check, taking into account any limits on the availability of some or
all of such Units to cover such check due to the fact that such Units were
purchased other than by federal funds wire within 15 calendar days immediately
prior to the presentment of such redemption check. Xxxxxxx Xxxxx shall mail to
the redeeming Unitholder a confirmation of the redemption.
2.05 In lieu of mailing the confirmation notice to purchasers as provided in
paragraph 2.02 and the confirmation to redeeming Unitholders as provided in
paragraph 2.04, Xxxxxxx Sachs may instead, if the Fund's Prospectus so provides,
provide a monthly statement to Unitholders, provided such statement complies
with the requirements of paragraph (c) of Rule 10b-10 under the Securities
Exchange Act of 1934 (the "1934 Act").
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3. Dividends and Distributions
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3.01 With respect to those Unitholders which have elected
reinvestment of dividends and distributions in additional Units, Xxxxxxx
Sachs shall credit the account of such Unitholders with the requisite
number of additional Units relative to each such dividend or
distribution. With respect to those Unitholders which have elected to
receive such dividends and distributions in cash, at such times as may
be agreed upon by Xxxxxxx Xxxxx and the Custodian so as to provide for
the timely payment of dividends or distributions to Unitholders in
accordance with the provisions of the Fund's Prospectus, Xxxxxxx Sachs
shall advise the Custodian orally and confirm to it in writing of the
aggregate amount of dividends or distributions payable to Unitholders
and shall advise the Custodian orally and confirm to it in writing of
the amount required to pay any portion of any such dividend or
distribution which is payable by wire and the amount required to pay any
portion of any such dividend or distribution which is payable by check.
Xxxxxxx Xxxxx shall, as applicable, instruct the Custodian to wire
transfer dividends or distributions to the Sub-Custodian or to the
Fund's checking account established and maintained at Northern in
accordance with Section 17(f) of the 1940 Act. At such times as may be
agreed upon by Xxxxxxx Sachs and the Sub-Custodian so as to provide for
the timely payment of dividends and distributions in accordance with the
provisions of the Fund's prospectus, Xxxxxxx Xxxxx shall give wiring
instructions to the Sub-Custodian so as to effect payment for dividends
and distributions to Unitholders who requested such payment by wire. In
accordance with the provisions of the resolutions of the Fund's Trustees
and the Fund's Prospectus and with the terms of this Agreement, Xxxxxxx
Sachs shall prepare and mail checks for dividends or distributions to
Unitholders who requested payment thereof by check.
4. Additional Duties
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4.01 Xxxxxxx Xxxxx shall establish and maintain separate accounts
with respect to each Unitholder. Xxxxxxx Sachs shall perform the
"master" and "subaccounting" services as described in the Fund's
Prospectus, provided that the Fund shall not change the description of
such services in the Prospectus without obtaining the advance consent of
Xxxxxxx Xxxxx. Xxxxxxx Xxxxx shall maintain records showing for each
Unitholder's account the following: (a) name, address, tax identifying
number and number of Units held; (b) historical information
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regarding the account, including dividends and distributions paid and date and
price for all transactions; (c) any stop or restraining order placed against the
account; (d) information with respect to withholdings; (e) any dividend or
distribution reinvestment order, dividend or distribution address and
correspondence relating to the current maintenance of the account; and (f) any
information required in order for Xxxxxxx Sachs to perform the calculations and
make the determinations contemplated or required by this Agreement. Xxxxxxx
Xxxxx shall maintain all records relating to its activities and obligations
under this Agreement in such manner as will enable the Fund and Xxxxxxx Sachs to
meet their respective obligations under: (g) the Fund's Prospectus, (h) the
required recording keeping and reporting provisions of the 1934 Act,
particularly Section 17A thereof, and of the 1940 Act, particularly Sections 30
and 31 thereof, and state securities or Blue Sky laws, and the rules and
regulations thereunder; and (i) applicable federal and state tax laws. Xxxxxxx
Xxxxx shall accept and maintain in accordance with the provisions of the
preceding two sentences all records delivered to it by the Fund or DST in
connection with the termination of DST's services as Transfer Agent to the Fund;
provided, however, that Xxxxxxx Sachs shall not be responsible for the accuracy
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or completeness of the records so delivered to it. All records maintained by
Xxxxxxx Xxxxx in connection with the performance of its duties under this
Agreement will remain the property of the Fund, shall returned to the Fund
promptly upon request and, in the event of termination of this Agreement, will
be promptly returned to or delivered as directed by the Fund. Such records may
be inspected by the Fund at reasonable times. In the event such records are
returned to or delivered as directed by the Fund, Xxxxxxx Sachs may at its
option retain copies of such records.
4.02 Xxxxxxx Xxxxx shall furnish to the Fund: (a) information as to the Units
distributed or to be distributed in each state for "Blue Sky" purposes at such
times and in such degree of detail as is necessary for the Fund to verify the
satisfaction of or to satisfy its obligations to register such Units under
applicable "Blue Sky" laws, and (b) copies of Unitholder lists and other
information and statistical data as any reasonably be requested in Instructions.
4.03 With respect to the 1988 calendar year and each calendar year
thereafter, Xxxxxxx Sachs shall prepare and file with the Internal Revenue
Service and with the appropriate state agencies, and, if required, mail to
Unitholders such returns for reporting (i) dividends and
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distributions paid, credited or withheld as are required by the Fund's
Prospectus or applicable law or regulation to be so filed and mailed and (ii)
Fund expenses incurred as are required by applicable federal law. With respect
to the 1988 calendar year, Xxxxxxx Xxxxx shall be entitled to rely on
information provided to it by DST with respect to the period of such calendar
year in which DST acted as Transfer Agent for the Fund in the preparation of the
returns referred to in the preceding sentence, and Xxxxxxx Sachs shall not be
responsible for the accuracy or completeness of such information.
4.04 Xxxxxxx Xxxxx shall prepare and mail an individual monthly statement for
each Unitholder showing all activity in such Unitholder's account for the month.
Upon request from a Unitholder, Xxxxxxx Sachs shall prepare and mail a year-to-
date statement showing all activity in such Unitholder's account on a year-to-
date basis. With respect to monthly and year-to-date statements which include
periods in which DST acted as Transfer Agent for the Fund, Xxxxxxx Xxxxx shall
be entitled to rely on information provided to it by DST with respect to such
periods, and Xxxxxxx Sachs shall not be responsible for the accuracy or
completeness of such information.
4.05 Xxxxxxx Xxxxx shall mail such Unitholder reports and such proxy
material, proxy cards and other material supplied to it by the Fund in
connection with Unitholder meetings of the Fund and shall receive, examine and
tabulate returned proxies and certify the vote to the Fund, all as and to the
extent requested by the Fund. Xxxxxxx Sachs shall mail blank redemption checks
to Unitholders for their use in effecting redemptions and such other related
materials as the Fund shall request from time to time.
4.06 Xxxxxxx Xxxxx shall cooperate with the Fund and the Fund's independent
public accountants in connection with: (a) the preparation of reports to
Unitholders, to the Securities and Exchange Commission (including all required
periodic and other reports), to state securities commissioners, and to others,
(b) annual and other audits of the books and records of the Fund, and (c) other
matters of a like nature.
4.07 Xxxxxxx Sachs shall maintain adequate procedures and systems to
safeguard from loss or damage attributable to fire, theft, misuse or any other
cause the Fund's records and other data and Xxxxxxx Xxxxx' records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder.
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4.08 Xxxxxxx Sachs shall comply with the provisions of Investment Company Act
release No. 6863 dated December 8, 1971 entitled "Guidelines relating to
Checking Accounts Established Pursuant to Section 17(f) of The Investment
Company Act of 1940, as Amended, by Investment Companies Having Bank Custodians"
(the "Release") with regard to the establishment and maintenance of the Fund's
checking account at Northern in accordance with Section 17(f) of the 1940 Act.
At the end of each calendar month, Xxxxxxx Xxxxx shall represent in writing to
the Trustees of the Fund that it has complied with the terms of the Release
during the month. Xxxxxxx Sachs shall establish and maintain procedures
reasonably designed to assure the safekeeping of checks delivered to Xxxxxxx
Xxxxx by Northern for signature by employees of Xxxxxxx Sachs and the security
and integrity of the signing of such checks. Xxxxxxx Xxxxx' employees are not
permitted to sign any such checks which are made payable to "Cash" or to the
order of the Fund or to any named xxxxx cashier of the Fund or which are not
made payable to the order of a designated payee.
4.09 Xxxxxxx Xxxxx shall maintain expedited redemption and dividend
instructions from Unitholders in the form of such records as are necessary to
honor telephone, telegraph or other redemption requests from Unitholders without
signature guarantee and to effect the payment of dividends and distributions in
accordance with the provisions of the Fund's Prospectus. Xxxxxxx Sachs shall
apply such instructions as necessary to effect dividends, distributions,
redemptions and other transactions in accordance with the provisions of the
Fund's prospectus. Xxxxxxx Xxxxx shall establish and maintain procedures
reasonably designed to assure the accuracy, safekeeping and proper application
or records of expedited redemption and dividend instructions.
4.10 Xxxxxxx Sachs, in the performance of its duties hereunder:
(a) shall use the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; and
(b) shall act in conformity the Fund's Agreement and Declaration of Trust
dated December 6, 1978 together with Amendment Nos. 1 and 2 thereto
(such Agreement and Declaration of Trust, as presently in effect and as
amended from time, is herein called the "Trust Agreement"), the Fund's
By-Laws (such By-laws, as presently in
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effect and as amended from time to time, are herein called the
"By-Laws"), the Fund's Prospectus and any Instruction, and will
subject to the standard set forth in paragraph 4.10(a) above
comply with and conform to the requirements of the 1940 Act, the
1934 Act, particularly Section 17A thereof, and all other
applicable federal and state laws, regulations and rulings.
5. Instructions
------------
5.01 Xxxxxxx Xxxxx shall be deemed to have received Instructions (as
that term is used herein) upon receipt of written instructions
(including receipt by telecopier, telegram, cable or Telex), which may
be continuing instructions, signed by a majority of the Trustees of the
Fund or by a person the Trustees shall have from time to time authorized
to give the particular class of Instructions in question. Different
persons may be authorized to give Instructions for different purposes,
and Instructions may be general or specific in terms. A certified copy
of a By-law, resolution or action of the Trustees of the Fund may be
received and accepted by Xxxxxxx Sachs as conclusive evidence of the
authority of any such persons to act and may be considered to be in full
force and effect until receipt of written notice to the contrary.
5.02 The Fund may also authorize one or more designated persons to
issue oral (such term as used herein including, without limitation,
telephoned) instructions, specifying the type or types of instructions
that may be so issued, in which case the Fund shall deliver to Xxxxxxx
Sachs resolutions of the Trustees to such effect. One or more of the
persons designated by the Trustees to give oral instructions shall
promptly confirm such oral instructions in writing to Xxxxxxx Xxxxx.
Such instructions when given in accordance with the provisions hereof
and with such resolutions shall be deemed Instructions hereunder. In
case of conflict between oral Instructions given by a person designated
in the resolution of the Trustees referred to in the first sentence of
this paragraph 5.02 and any written Instructions, the Instructions most
recently received by Xxxxxxx Sachs shall prevail, and in case of
conflict between oral Instructions given by a person designated in such
resolution and any written confirmation or purported confirmation of
oral Instructions, such written confirmation shall prevail; provided
that any transaction initiated by Xxxxxxx Xxxxx pursuant to such oral
Instructions may, but need not, be completed by Xxxxxxx Sachs
notwithstanding Xxxxxxx Xxxxx' receipt of
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conflicting written Instructions hereunder or written confirmation or
purported confirmation of oral Instructions hereunder subsequent to
Xxxxxxx Sachs' initiation of such transaction.
6. Compensation
------------
6.01 For the services provided and the expenses assumed by Xxxxxxx
Sachs pursuant to this Agreement, the Fund will pay to Xxxxxxx Xxxxx as
full compensation therefor the compensation set forth in the schedule of
even date herewith delivered by Xxxxxxx Sachs to the Fund until a
different compensation schedule shall be agreed upon in writing between
the parties.
6.02 The Fund shall reimburse Xxxxxxx Xxxxx for the cost of any and
all forms (excluding the cost of developing the format of the form)
prepared for use in connection with its actions hereunder, as well as
the cost of postage, telephone and telegraph used in communicating with
Unitholders of the Fund to the extent such communications are required
under the terms of this Agreement. Xxxxxxx Sachs shall be entitled to
all property rights to the format of all forms it has prepared for use
in connection with its actions hereunder. Xxxxxxx Xxxxx hereby grants
the Fund a perpetual, nonexclusive, royalty-free, assignable license to
use forms of identical or similar format to such forms, and all forms
for which Xxxxxxx Sachs has received reimbursement from the Fund shall
be and remain the physical property of the Fund until used. The Fund
shall also reimburse Xxxxxxx Xxxxx for all microfiche, microfilm and
other mediums for the permanent storage of the Fund's records consumed
by Xxxxxxx Sachs in the performance of its obligations hereunder. Except
as provided in this paragraph 6.02; Xxxxxxx Xxxxx will pay all expenses
incurred by it in connection with the performance of its duties under
this Agreement.
7. Indemnification
---------------
7.01 The Fund hereby agrees to indemnify and hold harmless Xxxxxxx
Sachs its officers, partners and employees and each person, if any, who
controls Xxxxxxx Xxxxx (collectively, the "Indemnified Parties") against
any and all losses, claims, damages or liabilities, joint or several, to
which any such Indemnified Party may become subject under the 1934 Act,
the 1940 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon Xxxxxxx Sachs acting hereunder. The Fund will reimburse each
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Indemnified Party for any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such
loss, claim, damages, liability or action.
7.02 It is understood, however, that nothing in this Section 7 shall
protect any Indemnified Party, or entitle any Indemnified Party to
indemnification, to an extent or in a manner inconsistent with Sections
17(h) or (i) of the 1940 Act.
8. Term of Agreement
-----------------
8.01 This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated (except as to the
second and third sentences of paragraph 6.02 and as to paragraphs 7.01
and 7.02) by either party by an instrument in writing delivered or
mailed, postage prepaid, to the other party, such termination to take
effect no sooner than 120 days after the date of such delivery or
mailing.
8.02 Xxxxxxx Xxxxx and the Fund may agree from time to time, by
written instrument signed by both parties, on such provisions
interpretative of or in addition to the provisions of this Agreement as
may in their joint opinion be consistent with the general tenor of this
Agreement. No interpretive or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this
Agreement.
9. Miscellaneous
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9.01 Without limiting the other provisions hereof, notice and other
writings delivered or mailed postage prepaid to the Fund in care of
Institutional Liquid Assets, 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: X.X. Xxxxxxx, Xx., or to Xxxxxxx Xxxxx at 0000 Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxx, or to such other
address as the Fund or Xxxxxxx Xxxxx may hereafter specify by written
notice to the most recent address specified by the party to whom such
notice is addressed, shall be deemed to have been properly delivered or
given hereunder to the respective addressee.
9.02 This Agreement shall be binding on and shall inure to the benefit
of the Fund and Xxxxxxx Sachs and their respective successors, shall be
construed according to the laws of Illinois (except as to paragraph 9.03
hereof which shall be construed in accordance with the laws of
Massachusetts) and may be executed in two or more counterparts, each of
which shall be deemed an original. This Agreement may not be assigned by
Xxxxxxx Xxxxx nor may
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Xxxxxxx Sachs' duties hereunder be performed by any other person without the
prior written consent of the Fund authorized and approved by a resolution of the
Trustees. The term "assigned" shall be construed consistently with the term
"assignment" as defined in Section 2(a)(4) of the 1940 Act and Rule 2a-6
thereunder as if such Rule applied to transfer and dividend disbursing agents.
The headings in this Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. Any provision in this Agreement requiring compliance with
any statute or regulation shall mean such statute or regulation as amended and
in effect from time to time.
9.03 This Agreement is executed by or on behalf of the Fund and the obligations
hereunder are not binding upon any of the Trustees, officers or Unitholders of
the Fund individually but are binding only upon the Fund and its assets and
property. The Fund's Trust Agreement, as amended, is on file with the Secretary
of the Commonwealth of Massachusetts.
INSTITUTIONAL LIQUID ASSETS
By [signature illegible]
------------------------------
as its President
--------------------------
XXXXXXX, XXXXX & CO.
By [signature illegible]
------------------------------
General Partner
------------------------------
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0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Toll Free: 000-000-0000
Xxxxxxx Sachs--Institutional Liquid Assets
April 19, 1990
Xxxxxxx, Xxxxx & Co.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Transfer Agency Agreement dated May 1, 1988 between
Xxxxxxx, Sachs- Institutional Liquid Assets and Xxxxxxx, Xxxxx & Co. (the
"Agreement"). The purpose of this letter is to confirm our agreement that the
term "Series" as used in the Agreement shall be deemed to include any Class of
Units within each Series and that the term "Prospectus" as used in the Agreement
shall be deemed to mean, with respect to any one or more Series, the Fund's
current Prospectus, all supplements thereto, the Fund's then current Statement
of Additional Information and all supplements thereto unless the context
otherwise requires.
In addition, this letter confirms that you agree to take all necessary steps,
with State Street Bank and Trust Company if required, to assure compliance with
the terms and conditions of the Fund's exemptive application relating to the
creation of Classes within a Series.
This letter shall be deemed an amendment to the Agreement which shall otherwise
continue in full force and effect.
Please acknowledge and confirm the foregoing by signing and dating the enclosed
copy of this letter where indicated and returning it to the undersigned.
XXXXXXX SACHS - INSTITUTIONAL LIQUID ASSETS
By: /s/ Xxxxxxx Xxxxx Xxxxx,
--------------------------------------
Xxxxxxx Xxxxx Xxxxx, President
Acknowledge and confirmed this
19 day of April, 1990.
XXXXXXX, XXXXX & CO.
By:
--------------------------------------
As its: General Partner
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February 11, 1992
Xxxxxxx, Sachs & Co.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Transfer Agency Agreement
Dear Sirs:
Reference is made to the Transfer Agency Agreement dated May 1, 1988 between
Xxxxxxx Xxxxx-Institutional Liquid Assets and you.
The purpose of this letter is to confirm that Paragraph 4.08 of the Transfer
Agency Agreement is amended in its entirety as follows:
4.8 Xxxxxxx Sachs shall comply with the provisions of Investment Company
Act Release No 6863 dated December 8, 1971 entitled "Guidelines
Relating to Checking Accounts Established Pursuant to Section 17(f)
of The Investment Company Act of 1940, as Amended, by Investment
companies Having Bank Custodians" (the "Release") with regard to the
establishment and maintenance of any checking account for the Fund.
Xxxxxxx Xxxxx shall establish and maintain procedures reasonably
designed to assure the safekeeping of checks delivered to Xxxxxxx
Sachs for signature by employees of Goldman and the security and
integrity of the signing of such checks. Xxxxxxx Sachs' employees are
not permitted to sign any such checks which are made payable to
"Cash" or to the order of the Fund or to any named xxxxx cashier of
the Fund or which are not made payable to the order of a designated
payee.
Please acknowledge and confirm the foregoing by signing and dating the enclosed
copy of this letter where indicated and returning it to the undersigned.
XXXXXXX SACHS--INSTITUTIONAL LIQUID ASSETS
By: [signature illegible]
-------------------------------
XXXXXXX, SACHS & CO.
By: [signature illegible]
----------------------------
Date: 4/22/92
--------------------------
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