XXXXXXXXX XXXXXX INSTITUTIONAL LIQUIDITY SERIES
XXXXXXXXX XXXXXX INSTITUTIONAL CASH FUND
XXXXXXXXX XXXXXX PRIME MONEY FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0180
July 28, 2006
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Institutional Cash Fund and Xxxxxxxxx Xxxxxx Prime
Money Fund (each a "Fund") are series of Xxxxxxxxx Xxxxxx Institutional
Liquidity Series, a Delaware statutory trust ("Trust").
You hereby agree during the period from March 31, 2006 through March
31, 2009 ("Limitation Period"), to pay operating expenses of each Fund's Trust
Class (excluding interest, taxes, brokerage commissions, and extraordinary
expenses of each Fund) ("Operating Expenses") which exceed, in the aggregate,
the rate of 0.41% per annum of each Fund's average daily net assets ("Expense
Limitation").
Each Fund agrees to reimburse you out of assets attributable to its
Trust Class for any Operating Expenses you pay in excess of the Expense
Limitation, provided the reimbursements do not cause the Class' total operating
expenses (exclusive of interest, taxes, brokerage commissions and extraordinary
expenses) to exceed an annual rate of 0.41% of average daily net assets and the
reimbursements are made within three years after the year in which you incurred
the expense.
You understand that you shall look only to the assets attributable to
the Trust Class of each Fund for performance of this Agreement and for payment
of any claim you may have hereunder, and neither any other series of the Trust
or class of each Fund, nor any of the Trust's trustees, officers, employees,
agents, or shareholders, whether past, present or future, shall be personally
liable therefor.
This Agreement is made and to be performed principally in the State of
New York, and except insofar as the Investment Company Act of 1940, as amended,
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. Any amendment to this Agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX INSTITUTIONAL
LIQUIDITY SERIES,
on behalf of
XXXXXXXXX XXXXXX INSTITUTIONAL
CASH FUND AND
XXXXXXXXX XXXXXX PRIME MONEY FUND
By: /s/ Xxxx Xxxxx
--------------------------
Title: Vice President
--------------------------
The foregoing Agreement is hereby
accepted as of July 28, 2006
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Title: President
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