FORM OF ADMINISTRATION AGREEMENT
XXXXXX BROTHERS INSTITUTIONAL LIQUIDITY SERIES
INSTITUTIONAL CLASS
RESERVE CLASS
INVESTOR CLASS
This Agreement is made as of ___________, 2004, between Xxxxxx Brothers
Institutional Liquidity Series, a Delaware statutory trust ("Trust"), and
Xxxxxxxxx Xxxxxx Management Inc., a New York corporation ("Administrator") with
respect to the Institutional Class, Reserve Class and Investor Class (each, a
"Class") of shares.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies, and with each Series
having one or more classes of shares;
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services, including shareholder accounting, recordkeeping, and
other services to shareholders, to each Series listed in Schedule A attached
hereto (as it may be amended from time to time, or as appropriate, the
Institutional Class, Reserve Class or Investor Class of each such Series), and
the Administrator is willing to furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Services of the Administrator.
-----------------------------
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise the
business and affairs of each Series and its each Class and shall provide such
services required for effective administration of such Series as are not
provided by employees or other agents engaged by such Series; provided, that the
Administrator shall not have any obligation to provide under this Agreement any
services related to the distribution of a Series's shares, or any other services
that are the subject of a separate agreement or arrangement between a Series and
the Administrator. The Administrator can use any of the officers and employees
of [Xxxxxxxxx Xxxxxx, LLC] to provide any of the services or reports required
under this agreement. Subject to the foregoing, in providing administrative
services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost to
each Series and each of its Classes, or pay the cost of, such office space,
office equipment and office facilities as are adequate for the needs of its
Series and each of their Classes;
1.1.2 PERSONNEL. Provide, without remuneration from or other cost to each
Series, the services of individuals competent to perform all of the executive,
administrative and clerical functions of each Series and each of its Classes
that are not performed by employees or other agents engaged by the Series or by
the Administrator acting in some other capacity pursuant to a separate agreement
or arrangement with the Series;
1.1.3 AGENTS. Assist each Series in selecting and coordinating the
activities of the other agents engaged by the Series, including the Series's
shareholder servicing agent, custodian, independent auditors and legal counsel;
1.1.4 TRUSTEES AND OFFICERS. Authorize and permit the Administrator's
directors, officers or employees who may be elected or appointed as trustees or
officers of the Trust to serve in such capacities, without remuneration from or
other cost to the Trust or any Series;
1.1.5 BOOKS AND RECORDS. Assure that all financial, accounting and other
records required to be maintained and preserved by each Series are maintained
and preserved by it or on its behalf in accordance with applicable laws and
regulations; and
1.1.6 REPORTS AND FILINGS. Assist in the preparation of (but not pay for)
all periodic reports by each Series or its Classes to shareholders of such
Series or Class and all reports and filings required to maintain the
registration and qualification of the Series and the Institutional, Reserve or
Investor Class shares, or to meet other regulatory or tax requirements
applicable to the Series or its Institutional, Reserve or Investor Class, under
federal and state securities and tax laws.
1.2 SHAREHOLDER AND RELATED SERVICES (INSTITUTIONS). The Administrator
shall provide each of the following services as may be required by any Series,
its shareholders (some of which will be either a broker-dealer, pension plan
administrator, or other institution that provides certain accounting,
recordkeeping and other services to its accounts ("Accounts") and which has
entered into an administrative services agreement with the Administrator (each,
an "Institution")), or the Accounts, as specified; provided, that the
Administrator's obligation to furnish any service to Accounts or Account holders
of any Institution shall be dependent upon receipt of all necessary information
from that Institution:
1.2.1 PURCHASE ORDERS. Receive for acceptance, as agent for the Series,
orders from Institutions and Accounts for the purchase of Series shares
transmitted or delivered to the office of the Administrator, note the time and
date of each order when received, promptly deliver payment for such purchases to
the Series' custodian ("Custodian"), and coordinate with the Series or its
designees for the issuance of the appropriate number of shares so purchased to
the appropriate Institution or Account;
1.2.2 RECORDS. Maintain records of the number of shares of each Series
attributable to each Account (including name, address and taxpayer
identification number), record all changes to such shares held in each Account
on a daily basis, and furnish to each Series each business day the total number
of shares of such Series attributable to all Accounts;
1.2.3 REDEMPTION REQUESTS. Receive for acceptance requests and directions
from Institutions and Accounts for the redemption of Series shares transmitted
or delivered to the office of the Administrator, note the time and date of each
request when received, process such requests and directions in accordance with
the redemption procedures set forth in the then current Prospectus and Statement
- 2 -
of Additional Information ("SAI") of the Series, and deliver the appropriate
documentation to the Custodian;
1.2.4 WIRE TRANSFERS. Coordinate and implement bank-to-bank wire
transfers in connection with Series share purchases and redemptions by
Institutions;
1.2.5 REDEMPTION PAYMENTS. Upon receipt of monies paid to it by the
Custodian with respect to any redemption of Series shares, pay or cause such
monies to be paid pursuant to instructions by the appropriate Account or
Institution.
1.2.6 EXCHANGES. Receive and execute orders from Accounts and
Institutions to exchange shares by concurrent purchases and redemptions of
shares of a Series and shares of other Series or of other investment companies
or series thereof pursuant to each Series's then current Prospectus and SAI;
1.2.7 DIVIDENDS. Based upon information received from a Series regarding
dividends or other distributions on Series shares, calculate the dividend or
distribution attributable to each Account; if such dividend or distribution is
payable in shares or by reinvestment in shares, calculate such shares for each
Account and record same in the share records for each Account, and if such
dividend or distribution is payable in cash, upon receipt of monies therefor
from the Custodian, pay or cause such monies to be paid to the appropriate
Account or as such Account may direct;
1.2.8 INQUIRIES. Respond to telephonic, mail, and in-person inquiries
from Institutions, Account holders, or their representatives requesting
information regarding matters such as shareholder account or transaction status,
net asset value ("NAV") of Series shares, Series performance, Series services,
plans and options, Series investment policies, Series portfolio holdings, and
Series distributions and taxation thereof;
1.2.9 COMPLAINTS. Deal with complaints and correspondence of
Institutions and Account holders directed to or brought to the attention of
the Administrator;
1.2.10 REPORTS; PROXIES. Distribute as appropriate to all Account
holders all Series reports, dividend and distribution notices, and proxy
material relating to any meeting of Series shareholders, and soliciting,
processing and tabulating proxies for such meetings;
1.2.11 SPECIAL REPORTS. Generate or develop and distribute special
data, notices, reports, programs and literature required by Institutions or
by Account holders generally in light of developments, such as changes in tax
laws; and
1.2.12 AGENTS. Assist any institutional servicing agent ("Agent") engaged
by the Series in the development, implementation and maintenance of the
following special programs and systems to enhance each Series's capability to
service its shareholders and Account holders servicing capability:
(a) Training programs for personnel of such Agent;
- 3 -
(b) Joint programs with such Agent for the development of systems
software, shareholder information reports, and other special reports;
(c) Automatic data exchange facilities with shareholders and such
Agent;
(d) Automated clearing house transfer procedures between
shareholders and such Agent; and
(e) Touch-tone telephone information and transaction systems for
shareholders.
1.3 SHAREHOLDER AND RELATED SERVICES (SHAREHOLDERS PURCHASING DIRECTLY
ONLY).
The Administrator shall provide such of the following services as are
required by any Series or its shareholders who purchase shares directly:
1.3.1 Direct shareholder services, consisting of:
(a) Processing Series share purchase and redemption requests
transmitted or delivered to the office of the Administrator;
(b) Coordinating and implementing bank-to-bank wire transfers in
connection with Series share purchases and redemptions;
(c) Executing exchange orders involving concurrent purchases and
redemption of shares of a Series and shares of other Series or of other
investment companies or series thereof;
(d) Responding to telephonic and in-person inquiries from existing
shareholders or their representatives requesting information regarding matters
such as shareholder account or transaction status, net asset value ("NAV") of
Series shares, and Series performance, Series services, plans and options,
Series investment policies, Series portfolio holdings, and Series distributions
and classification thereof for tax purposes;
(e) Dealing with shareholder complaints and correspondence directed
to or brought to the attention of the Administrator; and
(f) Generating or developing and distributing special data, notices,
reports, programs and literature required by large shareholders, by shareholders
with specialized informational needs, or by shareholders generally in light of
developments, such as changes in tax laws.
1.3.2 Assisting any institutional servicing agent engaged by the Series in
the development, implementation and maintenance of the following special
programs and systems to enhance overall Series shareholder servicing capability,
consisting of:
(a) Training programs for personnel of such institutional servicing
agent;
- 4 -
(b) Joint programs with such institutional servicing agent for the
development of systems software, shareholder information reports, and other
special reports;
(c) Automatic data exchange facilities with shareholders and such
institutional servicing agent;
(d) Automated clearinghouse transfer procedures between shareholders
and such institutional servicing agent; and
(e) Touch-tone telephone information and transaction systems for
shareholders.
1.3.3 Such other shareholder and shareholder-related services, whether
similar to or different from those described in Subparagraphs 1.3.1, 1.3.2 and
1.3.3 of this Paragraph 1.3, as the parties may from time to time agree in
writing.
1.4 BLUE SKY SERVICES. The Administrator shall maintain under this
Agreement the registration or qualification of a Series and its shares under
state Blue Sky or securities laws and regulations, as necessary; provided that
such Series shall pay all related filing fees and registration or qualification
fees.
1.5 OTHER SERVICES. The Administrator shall provide such other services
required by a Series as the parties may from time to time agree in writing are
appropriate to be provided under this Agreement.
2. Expenses of each Series.
-----------------------
2.1 EXPENSES TO BE PAID BY THE ADMINISTRATOR. The Administrator shall pay
all salaries, expenses and fees of the officers, trustees, or employees of the
Trust who are officers, directors or employees of the Administrator. If the
Administrator pays or assumes any expenses of the Trust, Series or Class not
required to be paid or assumed by the Administrator under this Agreement, the
Administrator shall not be obligated hereby to pay or assume the same or any
similar expense in the future; provided, that nothing herein contained shall be
deemed to relieve the Administrator of any obligation to the Trust or to a
Series or Class under any separate agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear all
expenses of its operation, except those specifically allocated to the
Administrator under this Agreement or under any separate agreement between such
Series and the Administrator. Expenses to be borne by such Series shall include
both expenses directly attributable to the operation of that Series and the
offering of its shares, as well as the portion of any expenses of the Trust that
is properly allocable to such Series in a manner approved by the trustees of the
Trust ("Trustees"). (The allocation of such expenses among the classes of a
Series, on either a class-specific or a pro rata basis, shall be made in
accordance with the Trust's Rule 18f-3 Plan.) Subject to any separate agreement
or arrangement between the Trust or a Series and the Administrator, the expenses
- 5 -
hereby allocated to each Series, and not to the Administrator, include, but are
not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and other agents
for the transfer, receipt, safekeeping, and servicing of its cash, securities,
and other property;
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent (other
than the Administrator hereunder) engaged by a Series to service shareholder
accounts;
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting in
type, printing and distributing reports and other communications to
shareholders of a Series;
2.2.4 PROSPECTUSES. All expenses of preparing, setting in type, printing
and mailing annual or more frequent revisions of a Series's Prospectus and SAI
and any supplements thereto and of supplying them to shareholders of the Series
and Account holders;
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of computing a
Series's net asset value ("NAV") per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Series's investment
portfolio;
2.2.6 COMMUNICATIONS. All charges for equipment or services used for
communications between the Administrator or the Series and any custodian,
shareholder servicing agent, portfolio accounting services agent, or other agent
engaged by a Series;
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and
expenses of a Series's legal counsel and independent auditors;
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of Trustees other
than those affiliated with the Administrator, all expenses incurred in
connection with such unaffiliated Trustees' services as Trustees, and all other
expenses of meetings of the Trustees or committees thereof;
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to holding
meetings of shareholders, including the printing of notices and proxy
materials, and proxy solicitation therefor;
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of registering
and maintaining the registration of the Trust and each Series under the 1940 Act
and the registration of each Series's shares under the Securities Act of 1933
(the "1933 Act"), including all fees and expenses incurred in connection with
the preparation, setting in type, printing, and filing of any Registration
Statement, Prospectus and SAI under the 1933 Act or the 1940 Act, and any
amendments or supplements that may be made from time to time;
2.2.11 STATE REGISTRATION FEES. All fees and expenses of qualifying and
maintaining the qualification of the Trust and each Series and of each Series's
shares for sale under securities laws of various states or jurisdictions, and of
- 6 -
registration and qualification of each Series under all other laws applicable to
a Series or its business activities (including registering the Series as a
broker-dealer, or any officer of the Series or any person as agent or salesman
of the Series in any state);
2.2.12 SHARE CERTIFICATES. All expenses of preparing and
transmitting a Series's share certificates, if any;
2.2.13 CONFIRMATIONS. All expenses incurred in connection with the
issue and transfer of a Series's shares, including the expenses of confirming
all share transactions;
2.2.14 BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Series in a
manner approved by the Trustees;
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and other
charges incident to the purchase, sale or lending of a Series's portfolio
securities;
2.2.16 TAXES. All taxes or governmental fees payable by or with respect
to a Series to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with a Series's membership in any trade association or
other investment organization;
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits, or
proceedings to which the Series is a party and the expenses a Series may incur
as a result of its legal obligation to provide indemnification to the Trust's
officers, Trustees and agents;
2.2.19 ORGANIZATIONAL EXPENSES. All organizational expenses of each
Series paid or assessed by the Administrator, which such Series shall reimburse
to the Administrator at such time or times and subject to such condition or
conditions as shall be specified in the Prospectus and SAI pursuant to which
such Series makes the initial public offering of its shares; and
2.2.20 INVESTMENT ADVISORY SERVICES. Any fees and expenses for investment
advisory services that may be incurred or contracted for by a Series.
3. Administration Fee.
------------------
3.1 FEE. As compensation for all services rendered, facilities provided
and expenses paid or assumed by the Administrator to or for each Series or its
Trust Class under this Agreement, the Trust Class of such Series shall pay the
Administrator an annual fee as set out in Schedule B to this Agreement.
- 7 -
3.2 COMPUTATION AND PAYMENT OF FEE. The administration fee shall accrue
on each calendar day, and shall be payable monthly on the first business day of
the next succeeding calendar month. The daily fee accruals for each Series shall
be computed by multiplying the fraction of one divided by the number of days in
the calendar year by the applicable annual administration fee rate (as set forth
in Schedule B hereto), and multiplying this product by the NAV of the Trust
Class of such Series, determined in the manner set forth in such Series's
then-current Trust Class Prospectus, as of the close of business on the last
preceding business day on which such Series's Trust Class NAV was determined.
4. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by each Series pursuant to the provisions or rules or regulations of
the Securities and Exchange Commission ("SEC") under Section 31(a) of the 1940
Act and maintained and preserved by the Administrator on behalf of such Series
are the property of such Series and shall be surrendered by the Administrator
promptly on request by the Series; provided, that the Administrator may at its
own expense make and retain copies of any such records.
5. REPORTS TO ADMINISTRATOR. Each Series shall furnish or otherwise make
available to the Administrator such copies of that Series's Trust Class
Prospectus, SAI, financial statements, proxy statements, reports, and other
information relating to its business and affairs as the Administrator may, at
any time or from time to time, reasonably require in order to discharge its
obligations under this Agreement.
6. REPORTS TO EACH SERIES. The Administrator shall prepare and furnish to
each Series such reports, statistical data and other information in such form
and at such intervals as such Series may reasonably request.
7. OWNERSHIP OF SOFTWARE AND RELATED MATERIALS. All computer programs,
written procedures and similar items developed or acquired and used by the
Administrator in performing its obligations under this Agreement shall be the
property of the Administrator, and no Series will acquire any ownership interest
therein or property rights with respect thereto.
8. CONFIDENTIALITY. The Administrator agrees, on its own behalf and on
behalf of its employees, agents and contractors, to keep confidential any and
all records maintained and other information obtained hereunder which relates to
any Series or to any of a Series's former, current or prospective shareholders,
except that the Administrator may deliver records or divulge information (a)
when requested to do so by duly constituted authorities after prior notification
to and approval in writing by such Series (which approval will not be
unreasonably withheld and may not be withheld by such Series where the
Administrator advises such Series that it may be exposed to civil or criminal
contempt proceedings or other penalties for failure to comply with such request)
or (b) whenever requested in writing to do so by such Series.
9. The Administrator's Actions in Reliance on Series' Instructions, Legal
----------------------------------------------------------------------
Opinions, Etc.; Series' Compliance with Laws.
--------------------------------------------
9.1 The Administrator may at any time apply to an officer of the Trust
for instructions, and may consult with legal counsel for a Series or with the
Administrator's own legal counsel, in respect of any matter arising in
- 8 -
connection with this Agreement; and the Administrator shall not be liable for
any action taken or omitted to be taken in good faith and with due care in
accordance with such instructions or with the advice or opinion of such legal
counsel. The Administrator shall be protected in acting upon any such
instructions, advice or opinion and upon any other paper or document delivered
by a Series or such legal counsel which the Administrator believes to be genuine
and to have been signed by the proper person or persons, and the Administrator
shall not be held to have notice of any change of status or authority of any
officer or representative of the Trust, until receipt of written notice thereof
from the Series.
9.2 Except as otherwise provided in this Agreement or in any separate
agreement between the parties and except for the accuracy of information
furnished to each Series by the Administrator, each Series assumes full
responsibility for the preparation, contents, filing and distribution of its
Trust Class Prospectus and SAI, and full responsibility for other documents or
actions required for compliance with all applicable requirements of the 1940
Act, the Securities Exchange Act of 1934, the 1933 Act, and any other applicable
laws, rules and regulations of governmental authorities having jurisdiction over
such Series.
10. SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the
freedom of the Administrator or any affiliated person of the Administrator to
render administrative or shareholder services to other investment companies, to
act as administrator to other persons, firms, or corporations, or to engage in
other business activities.
11. LIMITATION OF LIABILITY REGARDING THE TRUST. The Administrator shall
look only to the assets of each Series for performance of this Agreement by the
Trust on behalf of such Series, and neither the Trustees of the Trust
("Trustees") nor any of the Trust's officers, employees or agents, whether past,
present or future shall be personally liable therefor.
12. INDEMNIFICATION BY SERIES. Each Series shall indemnify the
Administrator and hold it harmless from and against any and all losses, damages
and expenses, including reasonable attorneys' fees and expenses, incurred by the
Administrator that result from: (i) any claim, action, suit or proceeding in
connection with the Administrator's entry into or performance of this Agreement
with respect to such Series; or (ii) any action taken or omission to act
committed by the Administrator in the performance of its obligations hereunder
with respect to such Series; or (iii) any action of the Administrator upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Trust with respect to such Series;
provided, that the Administrator shall not be entitled to such indemnification
in respect of actions or omissions constituting negligence or misconduct on the
part of the Administrator or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by a
Series hereunder, the Administrator shall give such Series reasonable
opportunity to defend against such claim in its own name or in the name of the
Administrator.
13. INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator shall
indemnify each Series and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Series which result from: (i) the Administrator's failure to
comply with the terms of this Agreement with respect to such Series; or (ii) the
Administrator's lack of good faith in performing its obligations hereunder with
respect to such Series; or (iii) the Administrator's negligence or misconduct or
- 9 -
that of its employees, agents or contractors in connection herewith with respect
to such Series. A Series shall not be entitled to such indemnification in
respect of actions or omissions constituting negligence or misconduct on the
part of that Series or its employees, agents or contractors other than the
Administrator unless such negligence or misconduct results from or is
accompanied by negligence or misconduct on the part of the Administrator, any
affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Administrator. Before confessing any claim against it
which may be subject to indemnification hereunder, a Series shall give the
Administrator reasonable opportunity to defend against such claim in its own
name or in the name of the Trust on behalf of such Series.
14. EFFECT OF AGREEMENT. Nothing herein contained shall be deemed to
require the Trust or any Series to take any action contrary to the Trust
Instrument or By-laws of the Trust or any applicable law, regulation or order to
which it is subject or by which it is bound, or to relieve or deprive the
Trustees of their responsibility for and control of the conduct of the business
and affairs of the Series or Trust.
15. TERM OF AGREEMENT. The term of this Agreement shall begin on the date
first written above with respect to each Series and, unless sooner terminated as
hereinafter provided, this Agreement shall remain in effect through October 31,
2005. Thereafter, this Agreement shall continue in effect with respect to each
Series from year to year, subject to the termination provisions and all other
terms and conditions hereof; provided, such continuance with respect to a Series
is approved at least annually by vote or written consent of the Trustees,
including a majority of the Trustees who are not interested persons of either
party hereto ("Disinterested Trustees"); and provided further, that the
Administrator shall not have notified a Series in writing at least sixty days
prior to the first expiration date hereof or at least sixty days prior to any
expiration date in any year thereafter that it does not desire such
continuation. The Administrator shall furnish any Series, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment thereof.
16. AMENDMENT OR ASSIGNMENT OF AGREEMENT. Any amendment to this Agreement
shall be in writing signed by the parties hereto; provided, that no such
amendment shall be effective unless authorized on behalf of any Series (i) by
resolution of the Trustees, including the vote or written consent of a majority
of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding
voting securities of the Trust Class of such Series. This Agreement shall
terminate automatically and immediately in the event of its assignment;
provided, that with the consent of a Series, the Administrator may subcontract
to another person any of its responsibilities with respect to such Series.
17. TERMINATION OF AGREEMENT. This Agreement may be terminated at any
time by either party hereto, without the payment of any penalty, upon at least
sixty days' prior written notice to the other party; provided, that in the case
of termination by any Series, such action shall have been authorized (i) by
resolution of the Trustees, including the vote or written consent of the
Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting
securities of the Trust Class of such Series.
- 10 -
18. INTERPRETATION AND DEFINITION OF TERMS. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested persons,"
"assignment" and "affiliated person," as used in this Agreement shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
19 CHOICE OF LAW. This Agreement is made and to be principally performed
in the State of New York, and except insofar as the 1940 Act 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.
20 CAPTIONS. The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
21 EXECUTION IN COUNTERPARTS. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
- 11 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the day and year first above written.
XXXXXX BROTHERS INSTITUTIONAL LIQUIDITY SERIES
_________________________________________
Name:
Title:
XXXXXXXXX XXXXXX MANAGEMENT INC.
_________________________________________
Name:
Title:
Date: ____________, 2004
- 12 -
XXXXXX BROTHERS INSTITUTIONAL LIQUIDITY SERIES
INSTITUTIONAL CLASS, RESERVE CLASS, INVESTOR CLASS
ADMINISTRATION AGREEMENT
SCHEDULE A
The Institutional Class of the Series of Xxxxxx Brothers
Institutional Liquidity Series currently subject to this
Agreement are as follows:
Xxxxxx Brothers Institutional Liquidity Fund
Xxxxxx Brothers Prime Money Fund
Xxxxxx Brothers U.S. Treasury Fund
The Reserve Class of the Series of Xxxxxx Brothers
Institutional Liquidity Series currently subject to this
Agreement are as follows:
Xxxxxx Brothers Institutional Liquidity Fund
Xxxxxx Brothers Prime Money Fund
Xxxxxx Brothers U.S. Treasury Fund
The Investor Class of the Series of Xxxxxx Brothers
Institutional Liquidity Series currently subject to this
Agreement are as follows:
Xxxxxx Brothers Institutional Liquidity Fund
Xxxxxx Brothers Prime Money Fund
Xxxxxx Brothers U.S. Treasury Fund
Date: _____________, 2004
XXXXXX BROTHERS INSTITUTIONAL LIQUIDTY SERIES
ADMINISTRATION AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Xxxxxx Brothers Institutional
Liquidity Series Administration Agreement shall be:
(1) For the services provided to the Trust or to each Series without
regard to class, 0.__% per annum of the average daily net assets of
each Class of each Series;
(2) For the services provided to
(a) the Institutional Class of a Series and its shareholders
(including amounts paid to third parties), 0.___% per annum of the
average daily net assets of the Institutional Class of said Series;
(b) the Reserve Class of a Series and its shareholders (including
amounts paid to third parties), 0.___% per annum of the average
daily net assets of the Reserve Class of said Series; OR
(c) the Investor Class of a Series and its shareholders (including
amounts paid to third parties), 0.___% per annum of the average
daily net assets of the Investor Class of said Series;
plus in each case
(3) certain out-of-pocket expenses for technology used for shareholder
servicing and shareholder communication, subject to the prior
approval of an annual budget by the Trust's Board of Trustees,
including a majority of those Trustees who are not interested
persons of the Trust or of Xxxxxxxxx Xxxxxx Management Inc., and
periodic reports to the Board of Trustees on actual expenses.
Date: _____________, 2004
