Exhibit No. 8(b)
LIQUID INSTITUTIONAL RESERVES
XXXXXXX LIR MONEY MARKET FUND
XXXXXXX LIR TREASURY SECURITIES FUND
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICES PLAN AND AGREEMENT
This Shareholder Services Plan and Agreement ("Plan") is adopted by Liquid
Institutional Reserves, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust") pursuant to an Amended and Restated
Declaration of Trust dated April 26, 1991, as amended from time to time, with
respect to the Trust's Financial Intermediary shares, a class of shares issued
by the Trust's Xxxxxxx LIR Money Market Fund and Xxxxxxx LIR Treasury Securities
Fund and such other series of the Trust as may be designated by the Board of
Trustees (each a "Fund" and, collectively, the "Funds"), and is entered into by
Xxxxxxx Advisors, Inc. ("Xxxxxxx Advisors") and the Trust, subject to the
following terms and conditions:
Section 1. Service Arrangements.
Xxxxxxx Advisors, in respect of each Fund, may enter into a shareholder
service agreement ("Service Agreement"), substantially in the form attached
hereto as Appendix A, with each financial intermediary that purchases Financial
Intermediary shares. Each Service Agreement will require the financial
intermediary to provide support services to its customers ("Customers") who are
the beneficial owners of Financial Intermediary shares. Such services may
include, without limitation: (i) assisting Customers in changing dividend
options, account designations and addresses; (ii) aggregating and processing
purchase and redemption requests from Customers and placing net purchase and
redemption orders with Xxxxxxx Advisors; (iii) transmitting and receiving funds
in connection with Customer orders to purchase and redeem Financial Intermediary
shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Financial
Intermediary shares; (vi) arranging for bank wires; (vii) responding to Customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of Financial Intermediary shares may be made and other matters;
(viii) providing sub-accounting with respect to Financial Intermediary shares
beneficially owned by Customers or the information to the Trust necessary for
sub-accounting; (ix) forwarding communications from the Trust (for example,
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to Customers; (x) providing the
necessary personnel and facilities to establish and maintain shareholder
accounts and records; and (xi) such other similar services as Xxxxxxx Advisors
or a Customer may reasonably request from time to time, to the extent the
Financial Intermediary is permitted to perform such services under Federal and
state statutes, rules and regulations.
Section 2. Compensation.
Each Fund will pay Xxxxxxx Advisors an annual fee which Xxxxxxx Advisors
will pay over to each financial intermediary (the "Service Payment") for the
services provided by the financial intermediary. The Service Payment will be
calculated daily and paid monthly by the
Trust at the annual rate of 0.25% of the average daily net asset value of the
Financial Intermediary shares held by a financial intermediary that has entered
into a Service Agreement with Xxxxxxx Advisors on behalf of the financial
intermediary's Customers. All expenses incurred by a Fund in respect of Service
Payments shall be borne entirely by the holders of Financial Intermediary shares
of that Fund.
Section 3. Approval by Board of Trustees.
This Plan will not take effect until approved by a majority of both (i)
the full Board of Trustees of the Trust, and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Investment Company Act of
1940, as amended ("1940 Act")) and who have no direct or indirect financial
interest in the operation of this Plan (the "Disinterested Trustees").
Section 4. Continuance of the Plan.
The Plan will continue in effect from year to year so long as such
continuance is specifically approved annually by the Board of Trustees in
accordance with the procedure specified in Section 3 above.
Section 5. Termination.
The Plan may be terminated at any time, without penalty, by vote of a
majority of the Disinterested Trustees.
Section 6. Amendment.
The Plan may be amended from time to time by the Board of Trustees,
provided, however, that all material amendments of the Plan must be approved in
accordance with the procedures specified in Section 3 above.
Section 7. Shareholder Voting.
To the extent that matters pertaining to the Plan or to the Financial
Intermediary shares are submitted to shareholders for approval, only the holders
of Financial Intermediary shares shall be entitled to vote thereon.
Section 8. Reports to the Trustees and Records.
(a) While the Plan is in effect, Xxxxxxx Advisors shall provide to the
Trust's Board of Trustees, at such times as the Board of Trustees shall request
and in no event less frequently than annually, and the Board of Trustees shall
review, a written report of the amounts expended by Xxxxxxx Advisors under
Service Agreements with financial intermediaries and the purposes for which such
expenditures were made.
(b) The Trust shall preserve copies of the Plan and any Service
Agreements, any other agreements relating to the Plan and any reports made
pursuant to Section 8(a) above for a period of not less than six years from the
date of the Plan, each Service Agreement, agreement or report, the first two
years in an easily accessible place.
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Section 9. Limitation of Liability of the Trustees and Shareholders of the
Trust.
The Trustees of the Trust and the shareholders of any Fund shall not be
liable for any obligation of the Trust or any Fund under this Plan, and Xxxxxxx
Advisors agrees that, in asserting any rights or claims under this Plan, it
shall look only to the assets and property of the Trust or the particular Fund
in settlement of such right or claims, and not to such Trustees or shareholders.
Section 10. Governing Law.
This Plan shall be construed in accordance with the laws of the State of
New York and the 1940 Act, provided, however, that Section 9 above will be
construed in accordance with the laws of the Commonwealth of Massachusetts. To
the extent the applicable laws of the State of New York or the Commonwealth of
Massachusetts conflict with the applicable provisions of the 1940 Act, the
latter shall control.
Section 11. Effective Date.
The Plan will become effective as of May 9, 2001.
LIQUID INSTITUTIONAL RESERVES LIQUID INSTITUTIONAL RESERVES
By:__________________________________ By:___________________________________
Name: Name:
Title: Title:
XXXXXXX ADVISORS, INC. XXXXXXX ADVISORS, INC.
By:__________________________________ By:___________________________________
Name: Name:
Title: Title:
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Appendix A
LIQUID INSTITUTIONAL RESERVES
XXXXXXX LIR MONEY MARKET FUND
XXXXXXX LIR TREASURY SECURITIES FUND
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICE AGREEMENT
Xxxxxxx Advisors, Inc. (the "Firm"), as principal underwriter of Liquid
Institutional Reserves (the "Trust") and two of its series, Xxxxxxx LIR Money
Market Fund and Xxxxxxx LIR Treasury Securities Fund, and the counterparty named
below (the "Financial Intermediary") wish to enter into an agreement
("Agreement") pursuant to which the Financial Intermediary will provide services
to certain shareholders of, and administer certain shareholder accounts in,
Financial Intermediary shares ("Shares") of the Trust.
In consideration of the mutual covenants herein contained, it is agreed by
and between the Firm and the Financial Intermediary as follows:
Section 1. Services to Be Provided. The Financial Intermediary will
provide shareholder and administrative services for its customers ("Customers")
who own Shares. Such services may include, without limitation: (i) assisting
Customers in changing dividend options, account designations and addresses; (ii)
aggregating and processing purchase and redemption requests from Customers and
placing net purchase and redemption orders with the Firm; (iii) transmitting and
receiving funds in connection with Customer orders to purchase and redeem
Shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Shares; (vi)
arranging for bank wires; (vii) responding to Customer inquiries regarding
account status and history, the manner in which purchases and redemptions of
Shares may be made and other matters pertaining to the Shares; (viii) providing
sub-accounting with respect to Shares beneficially owned by Customers or the
information to the Trust necessary for sub-accounting; (ix) forwarding
shareholder communications from the Trust (for example, proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Customers; (x) providing necessary personnel and facilities
to establish and maintain shareholder accounts and records; and (xi) such other
similar services as the Firm or a Customer may reasonably request from time to
time to the extent the Financial Intermediary is permitted to perform such
services under Federal and state statutes, rules and regulations.
Section 2. Financial Intermediary as Agent for Its Customers. The
Financial Intermediary agrees that, in all activities covered by this Agreement,
the Financial Intermediary will act as agent for its customers; it is not
authorized to act as agent for the Firm or the Trust. This Agreement shall not
make either party the legal representative of the other, nor shall either party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name of or on
behalf of the other party.
Section 3. Information Concerning the Trust and the Shares. The Financial
Intermediary agrees that neither it nor any of its employees or agents are
authorized to make any
representation concerning the Shares or the Trust, except those contained in the
then-current Prospectus and Statement of Additional Information for the Trust,
copies of which will be supplied by the Firm in reasonable quantities upon
request, or in other material approved in writing by the Firm.
Section 4. Compensation. The Firm will pay the Financial Intermediary an
annual fee (the "Service Payment") for its services in connection with the
Shares beneficially owned by its Customers. The Service Payment will be
calculated daily and paid monthly by the Firm at the annual rate of 0.25% of the
average daily net asset value of the Shares held by the Financial Intermediary
for its Customers. For purposes of calculating the fee payable to the Financial
Intermediary, the average daily net asset value of the Shares will be calculated
in accordance with the procedure set forth in the Trust's then current
Prospectus and Statement of Additional Information. The Financial Intermediary
agrees that no trustee, officer or shareholder of the Trust (or any of its
series) shall be liable for the performance of the Firm's obligations hereunder
or for the Service Payment.
Section 5. Right to Suspend Sales. The Firm and the Trust reserve the
right, at their discretion, to suspend the sale of Shares of the Trust or
withdraw the Shares from sale.
Section 6. Other Duties of the Financial Intermediary.
(a) The Financial Intermediary agrees to provide the Firm and the Trust
such information relating to its services hereunder as may be required to be
maintained by the Firm and the Trust under applicable regulatory and
self-regulatory agencies or authorities, and to cooperate with the Firm in
providing information to the Trust and its Board of Trustees with respect to
amounts expended and services provided under this Agreement.
(b) In the event an issue pertaining to the Shares is submitted for
shareholder approval, the Financial Intermediary will vote any Shares of a
series held for its own account, or over which it otherwise has discretion to
vote, in the same proportions as the votes cast by those Shares of the same
series held for its Customer's accounts for which instructions have been
received from the beneficial owners or other persons entitled to vote.
Section 7. Representations of Financial Intermediary.
(a) The Financial Intermediary represents and warrants that its Customers
are aware of and have agreed to the arrangements provided for in this Agreement
and that the compensation payable to the Financial Intermediary hereunder,
together with any other compensation payable to the Financial Intermediary in
connection with the investment of their assets in the Shares, will be properly
disclosed by the Financial Intermediary to its Customers and authorized by them.
(b) The Financial Intermediary represents and warrants that, in providing
services hereunder, it will act in accordance with Federal and state law, and
rules and regulations thereunder, applicable to it and its Customer's accounts.
Section 8. Customer Lists. Each party agrees that it (and/or its
affiliates) will not use any list of customers of the other party that may be
obtained in connection with this Agreement for the purpose of solicitation of
any product or service without the express written consent of
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the other party. However, nothing in this Agreement shall be deemed to prohibit
or restrict either party (or its affiliates) in any way from solicitations of
any product or service directed at, without limitation, the general public, any
segment thereof, or any specific individual, provided such solicitation is not
based upon such list.
Section 9. Indemnification. (a) The Financial Intermediary will indemnify
and hold the Firm and the Trust harmless from any claim, demand, loss, expense
or cause of action resulting from the misconduct or negligence, as measured by
industry standards, of the Financial Intermediary, its agents or employees, in
carrying out the Financial Intermediary's obligations under this Agreement. Such
indemnification will survive the termination of this Agreement.
(b) The Firm will indemnify and hold the Financial Intermediary harmless
from any claim, loss, expense or cause of action resulting from the misconduct
or negligence, as measured by industry standards, of the Firm, its agents or
employees, in carrying out the Firm's obligations under this Agreement.
Section 10. Duration of Agreement. This Agreement will continue in effect
for one year from its Effective Date, and thereafter will continue automatically
for successive annual periods; provided, however, that the Agreement is subject
to termination as provided below in the event the Shareholder Services Plan
applicable to the Trust is terminated in accordance with its terms.
Section 11. Amendment and Termination of the Agreement. This Agreement may
be amended upon written agreement of the parties. Either party to the Agreement
may terminate the Agreement, without cause or penalty, by giving the other party
at least thirty (30) days' written notice of its intention to terminate.
Section 12. Effective Date. This Agreement will become effective on the
date set forth below.
Section 13. Notices. All notices required or permitted to be given under
this Agreement shall be given in writing and delivered by personal delivery, by
postage prepaid mail, or by facsimile machine or a similar means of same day
delivery (with a confirming copy by mail). All notices to the Firm shall be
given or sent to its offices located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, ATTN: Xxx X. Doberman, Esq. All notices to the Financial
Intermediary shall be given or sent to it at the address specified by it below.
Either party may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph 13.
Section 14. Miscellaneous. (a) This Agreement shall be construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of law provisions thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
(b) The captions in this Agreement are included for convenience of
reference only and in no way defined or limit any of the provisions of this
Agreement or otherwise affect their construction or effect.
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(c) In the case that any provision in this Agreement shall be found by a
court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be invalid, illegal or unenforceable, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.
XXXXXXX ADVISORS, INC. XXXXXXX ADVISORS, INC.
By:______________________________ By:___________________________________
Name: Name:
Title: Title:
Please return two signed copies of this Agreement to Xxxxxxx Advisors,
Inc. Upon acceptance by Xxxxxxx Advisors, one countersigned copy will be
returned to you for your files.
Name of Financial Intermediary: ________________________________________
Address:________________________________________________________________
________________________________________________________________
By:_______________________________________________________________
Authorized Representative
________________________________________________________________________
(Name and Title; please print or type)
ACCEPTED AND AGREED:
XXXXXXX ADVISORS, INC. XXXXXXX ADVISORS, INC.
By:______________________________ By:___________________________________
Name: Name:
Title: Title:
Dated:___________________________
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