SHAREHOLDER SERVICING AGREEMENT
▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY FUNDS
This Agreement is made as of December 15, 2006 between ▇▇▇▇▇▇ Brothers
Institutional Liquidity Funds, a Delaware statutory trust ("Trust"), and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc., a New York corporation ("NBMI"), with respect
to each class of shares listed on Schedule A hereto (each, a "Class") of each
series, also listed on Schedule A hereto, as it may be amended from time to time
(each, a "Portfolio").
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 one or more separate series of shares, with each
Portfolio having its own assets and investment policies, and with each Portfolio
having one or more classes of shares;
WHEREAS, the Trust desires to retain NBMI to furnish shareholder services,
which may include shareholder accounting, recordkeeping, or other services to
shareholders, to each Portfolio (or as appropriate, a Class of each such
Portfolio), and NBMI is willing to furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. SHAREHOLDER SERVICES. NBMI shall provide to the shareholders and
beneficial owners of each Class of a Portfolio the shareholder services listed
on Schedule B for that Class (some or all of which may be provided by banks,
trust companies or other institutions that will provide such shareholder
services to their accounts ("Accounts") and their Account holders and which have
entered into a service agreement with NBMI (each, a "Service Organization")).
NBMI may compensate a Service Organization for the shareholder services it
provides to Accounts and Account holders pursuant to such service agreement.
Under this Agreement, NBMI shall not have any obligation to provide, nor shall
it provide or be compensated by a Portfolio to provide, any services related to
the distribution of a Portfolio's shares, or any other services that are the
subject of a separate agreement or arrangement between a Portfolio and NBMI.
NBMI can use any of the officers and employees of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC or
▇▇▇▇▇▇ Brothers Asset Management LLC to provide any of the services or reports
required under this agreement.
2. EXPENSES OF EACH PORTFOLIO.
2.1 EXPENSES TO BE PAID BY NBMI. NBMI shall pay all salaries, expenses and
fees of the officers, trustees, or employees of the Trust who are officers,
directors or employees of NBMI. If NBMI pays or assumes any expenses of the
Trust, or a Portfolio or Class not required to be paid or assumed by NBMI under
this Agreement, NBMI 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 NBMI of any obligation to the Trust or to a Portfolio or
Class under any separate agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE PORTFOLIO. Each Portfolio shall bear all
expenses of its operation, except those specifically allocated to NBMI under
this Agreement or under any separate agreement between such Portfolio and NBMI.
Expenses to be borne by such Portfolio shall include both expenses directly
attributable to the operation of that Portfolio, as well as the portion of any
expenses of the Trust that is properly allocable to such Portfolio in a manner
approved by the trustees of the Trust ("Trustees"). (The allocation of such
expenses among the classes of a Portfolio, on either a class-specific or a pro
rata basis, shall be made in accordance with the Trust's Rule 18f-3 Plan, if
applicable.)
3. SHAREHOLDER SERVICING FEE.
3.1 FEE. As compensation for all services rendered under this Agreement,
each Class of a Portfolio shall pay NBMI an annual fee for that Class as set out
in Schedule C to this Agreement.
3.2 COMPUTATION AND PAYMENT OF FEE. The shareholder servicing 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 accrual for each
Portfolio shall be computed by multiplying the fraction of one divided by the
number of days in the calendar year by the applicable annual fee rate for the
applicable Class (as set forth in Schedule C hereto), and multiplying this
product by the net assets of the Class of such Portfolio, determined in the
manner set forth in such Portfolio's then-current Prospectus for that Class, as
of the close of business on the last preceding business day on which the net
assets of the Class of such Portfolio were determined.
4. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by each Portfolio 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 NBMI on behalf of such Portfolio are
the property of such Portfolio and shall be surrendered by NBMI promptly on
request by the Portfolio; PROVIDED, that NBMI may at its own expense make and
retain copies of any such records.
5. REPORTS TO NBMI. Each Portfolio shall furnish or otherwise make
available to NBMI such copies of that Portfolio's Prospectus, SAI, financial
statements, proxy statements, reports, and other information for each Class
relating to the Portfolio's business and affairs as NBMI may, at any time or
from time to time, reasonably require in order to discharge its obligations
under this Agreement.
6. REPORTS TO EACH PORTFOLIO. NBMI shall prepare and furnish to each
Portfolio such reports, statistical data and other information in such form and
at such intervals as such Portfolio may reasonably request.
7. OWNERSHIP OF SOFTWARE AND RELATED MATERIALS. All computer programs,
written procedures and similar items developed or acquired and used by NBMI in
performing its obligations under this Agreement shall be the property of NBMI,
and no Portfolio will acquire any ownership interest therein or property rights
with respect thereto.
8. CONFIDENTIALITY. NBMI 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
Portfolio or to any of a Portfolio's former, current or prospective
shareholders, EXCEPT that NBMI 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 Portfolio (which approval will not be
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unreasonably withheld and may not be withheld by such Portfolio where NBMI
advises such Portfolio 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 Portfolio.
9. NBMI'S ACTIONS IN RELIANCE ON PORTFOLIO'S INSTRUCTIONS, LEGAL
OPINIONS, ETC.; PORTFOLIO'S COMPLIANCE WITH LAWS.
9.1 NBMI may at any time apply to an officer of the Trust for
instructions, and may consult with legal counsel for a Portfolio or with NBMI's
own legal counsel, in respect of any matter arising in connection with this
Agreement; and NBMI 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. NBMI shall be protected in
acting upon any such instructions, advice or opinion and upon any other paper or
document delivered by a Portfolio or such legal counsel which NBMI believes to
be genuine and to have been signed by the proper person or persons, and NBMI
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 Portfolio.
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 Portfolio by NBMI, each Portfolio assumes full responsibility
for the preparation, contents, filing and distribution of the Prospectus and SAI
of each Class of such Portfolio, 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 Securities Act of 1933, and any
other applicable laws, rules and regulations of governmental authorities having
jurisdiction over such Portfolio.
10. SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the
freedom of NBMI or any affiliated person of NBMI to render shareholder services
to other investment companies, to act as shareholder servicing agent to other
persons, firms, or corporations, or to engage in other business activities.
11. LIMITATION OF LIABILITY REGARDING THE TRUST. NBMI shall look only to
the assets of each Portfolio for performance of this Agreement by the Trust on
behalf of such Portfolio, and neither the Trustees nor any of the Trust's
officers, employees or agents, whether past, present or future shall be
personally liable therefor.
12. INDEMNIFICATION BY PORTFOLIO. Each Portfolio shall indemnify NBMI and
hold it harmless from and against any and all losses, damages and expenses,
including reasonable attorneys' fees and expenses, incurred by NBMI that result
from: (i) any claim, action, suit or proceeding in connection with NBMI's entry
into or performance of this Agreement with respect to such Portfolio; or (ii)
any action taken or omission to act committed by NBMI in the performance of its
obligations hereunder with respect to such Portfolio; or (iii) any action of
NBMI 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
Portfolio; PROVIDED, that NBMI shall not be entitled to such indemnification in
respect of actions or omissions constituting negligence or misconduct on the
part of NBMI or its employees, agents or contractors. Before confessing any
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claim against it which may be subject to indemnification by a Portfolio
hereunder, NBMI shall give such Portfolio reasonable opportunity to defend
against such claim in its own name or in the name of NBMI.
13. INDEMNIFICATION BY NBMI. NBMI shall indemnify each Portfolio and hold
it harmless from and against any and all losses, damages and expenses, including
reasonable attorneys' fees and expenses, incurred by such Portfolio which result
from: (i) NBMI's failure to comply with the terms of this Agreement with respect
to such Portfolio; or (ii) NBMI's lack of good faith in performing its
obligations hereunder with respect to such Portfolio; or (iii) NBMI's negligence
or misconduct or that of its employees, agents or contractors in connection
herewith with respect to such Portfolio. A Portfolio shall not be entitled to
such indemnification in respect of actions or omissions constituting negligence
or misconduct on the part of that Portfolio or its employees, agents or
contractors other than NBMI unless such negligence or misconduct results from or
is accompanied by negligence or misconduct on the part of NBMI, any affiliated
person of NBMI, or any affiliated person of an affiliated person of NBMI. Before
confessing any claim against it which may be subject to indemnification
hereunder, a Portfolio shall give NBMI reasonable opportunity to defend against
such claim in its own name or in the name of the Trust on behalf of such
Portfolio.
14. EFFECT OF AGREEMENT. Nothing herein contained shall be deemed to
require the Trust or any Portfolio 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 Portfolio or Trust.
15. TERM OF AGREEMENT. The term of this Agreement shall begin on the date
first written above with respect to each Portfolio and, unless sooner terminated
as hereinafter provided, this Agreement shall remain in effect through October
31, 2007. Thereafter, this Agreement shall continue in effect with respect to
each Portfolio from year to year, subject to the termination provisions and all
other terms and conditions hereof; PROVIDED, such continuance with respect to a
Portfolio 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 NBMI
shall not have notified a Portfolio 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. NBMI shall
furnish any Portfolio, 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 Portfolio (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 applicable Class of such Portfolio. This Agreement
shall terminate automatically and immediately in the event of its assignment;
provided, that with the consent of a Portfolio, which may be general or
specific, NBMI may subcontract to another person any of its responsibilities
with respect to such Portfolio.
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
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termination by any Portfolio, 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 applicable Class of such Portfolio.
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.
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.
▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY
FUNDS (on behalf of each Portfolio listed
on Schedule A)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Date: December 15, 2006
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▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY FUNDS
SHAREHOLDER SERVICING AGREEMENT
SCHEDULE A
CLASSES OF SHARES:
------------------
Cash Management Class
Capital Class
Select Class
Administrative Class
Service Class
Premier Class
THE PORTFOLIOS OF ▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY FUNDS CURRENTLY
SUBJECT TO THIS AGREEMENT:
--------------------------
Money Market Portfolio
Prime Portfolio
Government Portfolio
Government Reserves Portfolio
Treasury Portfolio
Treasury Reserves Portfolio
Tax-Exempt Portfolio
Municipal Portfolio
New York Municipal Portfolio
Dated: December 15, 2006
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▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY FUNDS
SHAREHOLDER SERVICING AGREEMENT
SCHEDULE B
SHAREHOLDER SERVICES PROVIDED TO EACH CLASS:
--------------------------------------------
Cash Management Class
---------------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Cash Management shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions; and
(iv) such other similar services as a Portfolio may reasonably request to
the extent permissible under applicable statutes, rules and regulations.
Capital Class
-------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Capital shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions;
(iv) processing or assisting in processing confirmations concerning
customer orders to purchase, redeem and exchange Capital shares; and
(v) such other similar services as a Portfolio may reasonably request to
the extent permissible under applicable statutes, rules and regulations.
Select Class
------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Select shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions;
(iv) processing or assisting in processing confirmations concerning
customer orders to purchase, redeem and exchange Select shares;
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(v) providing the technological means to facilitate the inclusion of a
Portfolio in accounts, products or services offered to customers by or
through the service organization, for example, retirement, asset
allocation, bank trust or private banking programs or services; and
(vi) such other similar services as the Portfolio may reasonably request to
the extent permissible under applicable statutes, rules and regulations.
Administrative Class
--------------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Administrative shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions;
(iv) processing or assisting in processing confirmations concerning
customer orders to purchase, redeem and exchange Administrative shares;
(v) providing the technological means to facilitate the inclusion of a
Portfolio in accounts, products or services offered to customers by or
through service organizations;
(vi) processing, or assisting in processing, dividend payments on behalf of
customers; and
(vii) such other similar services as the Portfolio may reasonably request
to the extent permissible under applicable statutes, rules and regulations.
Service Class
-------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Service shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions;
(iv) processing or assisting in processing confirmations concerning
customer orders to purchase, redeem and exchange Service shares;
(v) providing the technological means to facilitate the inclusion of a
Portfolio in accounts, products or services offered to customers by or
through service organizations;
(vi) processing, or assisting in processing, dividend payments on behalf of
customers; and
(vii) such other similar services as the Portfolio may reasonably request
to the extent permissible under applicable statutes, rules and regulations.
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Premier Class
-------------
(i) acting, directly or through an agent, as the shareholder of record and
nominee for customers;
(ii) maintaining, or assisting in maintaining, account records for
customers who beneficially own Premier shares;
(iii) receiving and transmitting, or assisting in receiving and
transmitting, funds for share purchases and redemptions;
(iv) processing or assisting in processing confirmations concerning
customer orders to purchase, redeem and exchange Premier shares;
(v) providing the technological means to facilitate the inclusion of a
Portfolio in accounts, products or services offered to customers by or
through service organizations;
(vi) processing, or assisting in processing, dividend payments on behalf of
customers; and
(vii) such other similar services as the Portfolio may reasonably request
to the extent permissible under applicable statutes, rules and regulations.
Dated: December 15, 2006
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▇▇▇▇▇▇ BROTHERS INSTITUTIONAL LIQUIDITY FUNDS
SHAREHOLDER SERVICING AGREEMENT
SCHEDULE C
FEE RATES FOR EACH CLASS:
-------------------------
Cash Management 0.05% per annum of the average daily net assets
Capital Class 0.10% per annum of the average daily net assets
Select Class 0.15% per annum of the average daily net assets
Administrative Class 0.25% per annum of the average daily net assets
Service Class 0.25% per annum of the average daily net assets
Premier Class 0.25% per annum of the average daily net assets
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