EXHIBIT 5(d)
June 20, 1987
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Advisory Agreement (the "Advisory Agreement")
dated May 28, 1981 between Xxxxxxx, Xxxxx & Co. and Institutional Liquid Assets
(the "Fund") and to the Distribution Agreement (the "Distribution Agreement")
dated May 28, 1981 between Xxxxxxx, Xxxxx & Co. and the Fund. Reference is
particularly made to paragraph 3(c)(ii) of the Advisory Agreement and to
paragraph 2(d) of the Distribution Agreement. As you know, the Fund has, as of
the date hereof, amended its Agency Agreement with DST, Inc. ("DST") dated
December 27, 1978 and previously amended on May 28, 1981, December 31, 1982 and
December 6, 1985 (such Agreement, as amended to date and as it may be further
amended from to time, is hereinafter referred to as the "Agency Agreement"). As
a consequence of so amending the Agency Agreement, DST no longer performs
certain functions on the Fund's behalf. In addition, Xxxxxxx, Xxxxx & Co. has,
as of the date hereof, entered into a Wiring Agreement with State Street Bank
and Trust Company and The Northern Trust Company with respect to the Fund (the
"Wiring Agreement").
In connection with this reduction in the scope of the functions performed
by DST on the Fund's behalf and in connection with the Wiring Agreement,
Xxxxxxx, Xxxxx & Co. has expanded its duties under the Advisory Agreement and
the Distribution Agreement. The Trustees of the Fund have considered certain of
the procedures which they wish Xxxxxxx, Xxxxx & Co. to follow in connection with
the performance of such duties. Those procedures, which Xxxxxxx, Xxxxx & Co. is
directed to follow, are set forth below:
1. Xxxxxxx, Xxxxx & Co. shall make arrangements with The Northern Trust
Company ("Northern Trust") as sub-custodian (the "Sub-Custodian") for
State Street Bank and Trust Company as custodian for the Fund (the
"Custodian") to receive details of incoming wire transfers of funds for
the purchase of the Fund's Units on such a basis as is necessary for the
timely processing of purchase orders. Xxxxxxx, Xxxxx & Co. shall make
arrangements with the Custodian to receive details of the conversion to
federal funds of checks for the purchase of Units on such a basis as is
necessary for the timely processing of purchase orders.
2. Upon receipt of redemption requests, Xxxxxxx, Xxxxx & Co. shall
determine whether or not such requests comply with the standards for
redemption approved by the Fund, as such standards are evidenced by the
Fund's then current Prospectus. If such redemption requests comply with
the standards for redemption approved by the Fund, Xxxxxxx, Xxxxx & Co.
shall compute in accordance with the fund's then current Prospectus the
amount of redemption proceeds payable to each Unitholder. If any such
request for redemption does not
comply with the standards for redemption approved by the Fund, Xxxxxxx,
Sachs & Co. shall take such actions as it reasonably deems appropriate
under the circumstances and shall effect such redemptions at the price
applicable to the date and time of a receipt of a redemption request
(including any necessary documents) complying with such standards. At
such times as may be agreed upon by Xxxxxxx, Xxxxx & Co. and the
Custodian so as to provide for the timely payment of redemptions in
accordance with the Fund's then current Prospectus, Xxxxxxx, Xxxxx & Co.
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, Xxxxx & Co. 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 Northern Trust in accordance with Section 17(f) of the
Investment Company Act of 1940 (the "1940 Act"). At such times as may be
agreed upon by Xxxxxxx, Xxxxx & Co. and the Sub-Custodian so as to
provide for the timely payment of redemptions in accordance with the
provisions of the Fund's then current Prospectus, Xxxxxxx, Xxxxx & Co.
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 then current Prospectus and with the terms of
this letter, Xxxxxxx, Xxxxx & Co. shall prepare and mail checks for
redemptions to Unitholders who requested that redemption proceeds be
remitted by check. Upon inquiry from the Custodian, Xxxxxxx, Xxxxx & Co.
shall promptly advise the Custodian as to whether there are a sufficient
number of Units in a Unitholder's account to cover redemption check
drawn on the Custodian by such Unitholder. In so advising the Custodian,
Xxxxxxx, Xxxxx & Co. shall take into account any limits on the
availability of some or all of such Unitholder's Units to cover such
redemption check due to (i) the fact that such Units were purchased
other than by Federal funds wire within 15 calendar days immediately
prior to the date of presentment of such redemption check or (ii) the
fact that certificates have been issued for such Units.
3. At such times as may be agreed upon by Xxxxxxx, Xxxxx & Co. 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 then current Prospectus, Xxxxxxx, Xxxxx & Co. shall advise the
Custodian of the aggregate amount of dividends or distributions payable
to Unitholders and shall advise the Custodian 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 & Co. 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 Trust in accordance with Section
17(f) of the 1940 Act. At such times as may be agreed upon by Xxxxxxx,
Sachs & Co. 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 then
current Prospectus, Xxxxxxx, Xxxxx & Co. 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 provisions of the resolutions of the Fund's Trustees and
the Fund's then current Prospectus and with the terms of this letter,
Xxxxxxx, Xxxxx & Co. shall prepare and mail checks for dividends or
distributions to Unitholders who requested payment thereof by check.
5. Xxxxxxx, Xxxxx & Co. 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 Trust in
accordance with Section 17(f) of the 1940 Act. At the end of each
calendar month, Xxxxxxx, Xxxxx & Co. shall represent in writing to the
Trustees of the Fund that it has complied with the terms of the Release
during the month. Xxxxxxx, Xxxxx & Co. shall establish and maintain
procedures reasonably designed to assure the safekeeping of checks
delivered to Xxxxxxx, Xxxxx & Co. by Northern Trust for signature by
employees of Xxxxxxx, Xxxxx & Co. and the security and integrity of the
signing of such checks. Xxxxxxx, Xxxxx & Co. shall cause its employees
not 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.
5. Xxxxxxx, Xxxxx & Co. 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 then current Prospectus. Xxxxxxx, Xxxxx & Co. shall apply such
instructions as necessary to effect dividends, distributions,
redemptions and other transactions in accordance with the provisions of
the Fund's then current Prospectus. Xxxxxxx, Xxxxx & Co. shall be
responsible to the Fund for the accuracy and security of records of
expedited redemption and dividend instructions maintained by it and for
the proper application of such instructions in accordance with the
provisions of the Fund's then current Prospectus; provided, that the
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provisions of this sentence shall not impose on Xxxxxxx, Xxxxx & Co. a
greater standard of care than that imposed by Section 3(c)(i) of the
Advisory Agreement.
6. Xxxxxxx, Xxxxx & Co. shall inform DST of purchases, redemptions
dividends and other information so as to enable DST to maintain the
information and records and perform its other duties required by the
Agency Agreement. Xxxxxxx, Xxxxx & Co. shall review such information and
records maintained by
DST to determine whether they accurately reflect purchases, redemptions,
dividends and distributions. Xxxxxxx, Xxxxx & Co. shall be responsible
to the Fund for the accuracy of the information so provided to DST;
provided, that the provisions of this sentence shall not impose on
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Xxxxxxx, Xxxxx & Co. a greater standard of care than that imposed by
Section 3(c)(i) of the Advisory Agreement.
7. It is understood that, except as otherwise provided in this letter, DST
shall be responsible for maintaining complete and accurate records for
the Fund. In addition to the records maintained by DST, Xxxxxxx, Xxxxx &
Co. shall maintain such records as are necessary to make any
determinations or calculations or to perform any other functions
pursuant to the terms of this letter; provided, that such records shall
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include for each Unitholders's account: (a) names, addresses, tax
identifying numbers and number of Units held; (b) necessary historical
information regarding the account, including dividends paid and date and
price for all transactions; (c) any stop or restraining order placed
against the account; (d) necessary information with respect to
withholdings; (e) any dividend reinvestment order, dividend address and
the contents of correspondence relating to the current maintenance of
the account; and (f) expedited redemption and dividend instructions. In
accordance with the provisions of the Fund's then current Prospectus and
as of the time contemplated thereby, Xxxxxxx, Xxxxx & Co. shall, on the
basis of any necessary calculations, credit or debit its records of
Unitholder accounts so as to reflect purchases, redemptions and
dividends.
This letter shall become effective five days after receipt of written
notice by Xxxxxxx, Xxxxx & Co. from the Fund to such effect.
Please acknowledge receipt of this letter as indicated below and confirm
the understandings referred to herein by signing and returning the enclosed copy
of this letter.
Very truly yours,
INSTITUTIONAL LIQUID ASSETS
By /s/ Xxxx Xxxxx
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Chairman of the Trustees
Xxxxxxx, Xxxxx & Co. acknowledges receipt of this letter and that it is an
instruction and direction of the Trustees of Institutional Liquid Assets
pursuant to paragraph 3(c)(ii) of the Advisory Agreement and paragraph 2(d) of
the Distribution Agreement and confirms the understandings referred to herein,
all as of the 20th day of June, 1987.
XXXXXXX, XXXXX & CO.
By /s/ Xxxxxx X. Xxxxxxx
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General Partner
