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, 2007
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 each a series of Xxxxxxxxx Xxxxxx Institutional
Liquidity Series, a Delaware statutory trust ("Trust").
You hereby agree, during the period from March 31, 2007 to March 31,
2010, 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:/s/ Xxxxx Xxxxxxx
Title: Xxxxx Xxxxxxx
Chief Executive Officer
The foregoing Agreement is hereby accepted as of March 31, 2007
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxx
Title: SVP
