XXXXXXXXX XXXXXX INSTITUTIONAL LIQUIDITY SERIES
XXXXXXXXX XXXXXX INSTITUTIONAL CASH FUND
XXXXXXXXX XXXXXX PRIME MONEY FUND
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0180
March 31, 2008
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 2[nd] Floor
New York, New York 10158-0180
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Institutional Cash Fund and Xxxxxxxxx Xxxxxx Prime Money
Fund (each a "Fund") are each a series of Xxxxxxxxx Xxxxxx Institutional
Liquidity Series, a Delaware statutory trust ("Trust").
You hereby agree, during the period from March 31, 2008 to March 31, 2011,
to forgo current payment of fees and/or reimburse annual operating expenses of
each Fund's Trust Class (excluding interest, taxes, brokerage commissions, and
extraordinary expenses of each Fund) ("Operating Expenses"), so that the
Operating Expenses of each Fund are limited to 0.41% of its average daily net
assets ("Expense Limitation").
Each Fund agrees to repay you out of assets attributable to its Trust
Class for any fees forgone by you under the Expense Limitation or any Operating
Expenses you reimburse in excess of the Expense Limitation, provided the
repayments do not cause the Class' Operating Expenses to exceed an annual rate
of 0.41% of average daily net assets and the repayments 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 the applicable 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 the applicable 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. This Agreement supersedes any prior agreement
with respect to the subject matter hereof.
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: Xxxxxx Xxxxx
Title: Vice President
The foregoing Agreement is hereby accepted as of March 31, 2008
XXXXXXXXX XXXXXX MANAGEMENT INC.
_____________________________
By: Xxxxx X. Xxxxxxx
Title: President
