TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the __ day of December, 2004, by and between INSTITUTIONAL
LIQUIDITY TRUST, a Delaware statutory trust, having its principal office and
place of business at 000 Xxxxx Xxxxxx, 0xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"FUND"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (the "TRANSFER AGENT").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in 3 series, such series
shall be named in the attached SCHEDULE A which may be amended by the parties
from time to time (such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 10, being herein referred to as a "PORTFOLIO", and collectively as the
"PORTFOLIOS");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, and agent in connection
with certain other activities, and the Transfer Agent desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment
--------------------
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints the
Transfer Agent to act as, and the Transfer Agent agrees to act as its
transfer agent for the Fund's authorized and issued shares ("SHARES"),
dividend disbursing agent, and agent in connection with any
accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund
("SHAREHOLDERS") and set out in the currently effective prospectus and
statement of additional information of the Fund on behalf of the
applicable Portfolio, including without limitation any periodic
investment plan or periodic withdrawal program.
1.2 SERVICES. In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the Portfolios, as
applicable, and the Transfer Agent, the Transfer Agent shall:
(a) Receive and process orders for the purchase of Shares from the
Fund, and promptly deliver payment and appropriate documentation
thereof to the Custodian of the Fund as identified by the Fund
(the "CUSTODIAN");
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(b) Pursuant to such purchase orders, book the issuance of the
appropriate number of Shares;
(c) Receive redemption requests and redemption directions from the
Fund and deliver the appropriate documentation thereof to the
Custodian;
(d) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders; and
(e) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing.
Procedures regarding certain of the services to be provided by the
Transfer Agent may be established from time to time by agreement
between the Fund on behalf of each Portfolio and the Transfer Agent.
The Transfer Agent may at times perform only a portion of these
services and the Fund or its agent(s) may perform these services on
the Fund's behalf.
1.3 AUTHORIZED PERSONS AND INTERMEDIARIES. The Fund, on behalf of each
Portfolio, hereby agrees and acknowledges that the Transfer Agent may
rely on the current list of authorized persons and intermediaries, as
provided or agreed to by the Fund and as may be amended from time to
time, in receiving instructions to issue or redeem shares. The Fund
agrees and covenants for itself and each such authorized person and
intermediary that any order, sale or other transfer of or transaction
in the Shares received after close of market shall be effectuated at
the net asset value determined on the next business day or as
otherwise required pursuant to the Fund's then-effective prospectus,
and the Fund or such authorized person or intermediary shall so
instruct the Transfer Agent of the proper effective date of the
transaction.
1.4 The Transfer Agent shall have no responsibility for the offering and
sale of Shares, including, without limitation compliance by the Fund,
the Fund's investment adviser or administrator, or any underwriter,
distributor or placement agent of Shares, with any applicable
municipal, state or federal securities or other laws. The Fund
acknowledges that only the Fund has the authority to accept or reject
an investment in the Fund or Shares. Further, the Fund represents and
covenants that it has established, and during the term of this
Agreement shall continue to implement an anti-money laundering program
that satisfies the requirements of the USA Patriot Act and applicable
implementing regulations issued thereunder, in particular with regard
to the receipt of any monies from an investor for the purchase of
Shares.
2. Fees and Expenses
-----------------
2.1 For the performance by the Transfer Agent pursuant to this Agreement,
the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent the fees set out in the attached fee schedule. Such
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fees and any out-of-pocket expenses and advances identified under
Section 2.2 below may be changed from time to time subject to mutual
written agreement between the Fund and the Transfer Agent.
2.2 In addition to the fees paid under Section 2.1 above, the Fund agrees
on behalf of each of the Portfolios to reimburse the Transfer Agent
for out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Transfer Agent
at the request or with the consent of the Fund, will be reimbursed by
the Fund on behalf of the applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within five days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to the Transfer Agent by the Fund at least seven (7)
days prior to the mailing date of such materials.
3. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents, warrants and covenants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties of the Fund
------------------------------------------
The Fund represents, warrants and covenants to the Transfer Agent that:
4.1 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
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4.3 All proceedings required by said Declaration of Trust and By-Laws have
been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended,
is currently effective and will remain effective, and all appropriate
state securities law filings have been made and will continue to be
made, with respect to all Shares of the fund being offered for sale.
5. Data Access and Proprietary Information
---------------------------------------
5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("CUSTOMER DATA") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent ("DATA ACCESS
SERVICES") constitute copyrighted, trade secret, or other proprietary
information (collectively, "PROPRIETARY INFORMATION") of substantial
value to the Transfer Agent or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Fund agrees to
treat all Proprietary Information as proprietary to the Transfer Agent
and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for itself
and its employees and agents:
(a) to use such programs and databases (i) solely on the Fund's
computers, or solely from equipment at the location agreed to
between the Fund and the Transfer Agent and (ii) solely in
accordance with the Transfer Agent's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of
such information in accordance with the Transfer Agent's
instructions;
(d) to refrain from causing or allowing the data acquired hereunder
from being retransmitted to any other computer facility or other
location, except with the prior written consent of the Transfer
Agent;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
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(f) to honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of the
Transfer Agent in Proprietary Information at common law, under
federal copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such
data and the Fund agrees to make no claim against the Transfer Agent
arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER
AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code
-----------------------------------------------------------------------------
6.1 OBLIGATION OF SENDER. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"SECURITY PROCEDURE") chosen for funds transfer and in the amount of
money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the
Security Procedure and with the Fund instructions on the execution
date provided that such payment order is received by the customary
deadline for processing such a request, unless the payment order
specifies a later time. All payment orders and communications received
after this the customary deadline will be deemed to have been received
the next business day.
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6.2 SECURITY PROCEDURE. The Fund acknowledges that the Security Procedure
it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent
in writing. The Fund must notify the Transfer Agent immediately if it
has reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 ACCOUNT NUMBERS. The Transfer Agent shall process all payment orders
on the basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the payment
order and the account number, the account number shall take precedence
and govern.
6.4 REJECTION. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent;
or (c) if the Transfer Agent, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
6.5 CANCELLATION AMENDMENT. The Transfer Agent shall use reasonable
efforts to act on all authorized requests to cancel or amend payment
orders received in compliance with the Security Procedure provided
that such requests are received in a timely manner affording the
Transfer Agent reasonable opportunity to act. However, the Transfer
Agent assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6.6 ERRORS. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 INTEREST. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the
unauthorized payment order within thirty (30) days of notification by
the Transfer Agent of the acceptance of such payment order.
6.8 ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the rules of the National Automated Clearing
House Association and the New England Clearing House Association, the
Transfer Agent will act as an Originating Depository Financial
Institution and/or Receiving Depository Financial Institution, as the
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case may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are provisional
until the Transfer Agent receives final settlement for such entry from
the Federal Reserve Bank. If the Transfer Agent does not receive such
final settlement, the Fund agrees that the Transfer Agent shall
receive a refund of the amount credited to the Fund in connection with
such entry, and the party making payment to the Fund via such entry
shall not be deemed to have paid the amount of the entry.
6.9 CONFIRMATION. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
7. Indemnification
---------------
7.1 The Transfer Agent shall not be responsible for, and the Fund shall on
behalf of the applicable Portfolio indemnify and hold the Transfer
Agent harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of
or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken without gross negligence or willful
misconduct;
(b) The Fund's breach of any representation, warranty or covenant of
the Fund hereunder;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors
on: (i) any information, records, documents, data, stock
certificates or services, which are received by the Transfer Agent
or its agents or subcontractors by machine readable input,
facsimile, CRT data entry, electronic instructions or other
similar means authorized by the Fund, and which have been
prepared, maintained or performed by the Fund or any other person
or firm on behalf of the Fund, including but not limited to any
broker-dealer, TPA or previous transfer agent; (ii) any
instructions or requests of the Fund or any of its employees,
agents or subcontractors; (iii) any instructions or opinions of
legal counsel to the Fund or any Portfolio with respect to any
matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement which are provided to the
Transfer Agent after consultation with such legal counsel; or (iv)
any paper or document, reasonably believed to be genuine,
authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws
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or regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the
offer or sale of such Shares in such state;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; and
(f) All actions relating to the transmission of Fund or Shareholder
data through the NSCC clearing systems, if applicable.
7.2 At any time the Transfer Agent may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and the Transfer Agent and
its agents or subcontractors shall not be liable and shall be
indemnified by the Fund on behalf of the applicable Portfolio for any
action taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel. The Transfer Agent, its agents and
subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably
believed to be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records or
documents provided the Transfer Agent or its agents or subcontractors
by machine readable input, telex, CRT data entry or other similar
means authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice
thereof from the Fund. The Transfer Agent, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
notify the Fund of such assertion, and shall keep the Fund advised
with respect to all material developments concerning such claim. The
Fund shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name. The Transfer Agent shall in no case confess any claim or make
any compromise in any case in which the Fund may be required to
indemnify the Transfer Agent except with the Fund's prior written
consent which shall not be unreasonably withheld.
8. Standard of Care/ Limitation of Liability
-----------------------------------------
The Transfer Agent shall at all times act in good faith in its performance
of services under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors, including , but not limited
to, encoding and payment processing errors, unless said errors are caused by
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its gross negligence or willful misconduct or that of its employees. The
parties agree that any encoding or payment processing errors shall be
governed by this standard of care and Section 4-209 of the Uniform
Commercial Code is superseded by Section 7 of this Agreement.
Notwithstanding the foregoing, the Transfer Agent's aggregate liability
during any term of this Agreement with respect to, arising from or arising
in connection with this Agreement, or from all services provided or omitted
to be provided by the Transfer Agent under this Agreement, whether in
contract, or in tort, or otherwise, is limited to, and shall not exceed, the
aggregate of the amounts actually received hereunder by the Transfer Agent
as fees and charges, but not including reimbursable expenses, during the six
(6) calendar months immediately preceding the event for which recovery from
the Transfer Agent is being sought.
9. Additional Covenants of the Fund and the Transfer Agent
-------------------------------------------------------
9.1 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
9.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates,
forms and devices.
9.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
9.4 The Transfer Agent and the Fund agree that all books, records,
information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except (i) for the
purposes set forth in or contemplated by this Agreement, (ii) as is
authorized by the Fund and the Transfer Agent, (iii) as is publicly
available without breach of this Agreement; (iv) as is already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement, or (v) as
requested or required in any legal or regulatory proceeding,
investigation, audit, examination, subpoena, civil investigative
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demand or other similar process, or required by operation of law or
regulation.
10. Termination of Agreement
------------------------
10.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
10.2 BANKRUPTCY. Either party hereto may terminate this Agreement by notice
to the other party, immediately or effective at any time specified
therein, in the event that (a) the other party ceases to carry on its
business or (b) an action is commenced by or against the other party
under Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit,
conservatorship or receivership is not discharged within thirty (30)
days.
10.3 All out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund on behalf of the applicable
Portfolio(s). Additionally, the Transfer Agent reserves the right to
charge for any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of three (3)
months' fees in the event the Fund terminates the Agreement under this
Section 9.
11. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares in
addition to the Portfolio identified in the recitals, with respect to which
it desires to have the Transfer Agent render services as transfer agent
under the terms hereof, it shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
12. Assignment
----------
12.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
12.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
12.3 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial
Data Services, Inc., a Massachusetts corporation ("BFDS") which is
duly registered as a transfer agent pursuant to Section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"),
(ii) a BFDS subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(2) or (iii) a BFDS affiliate duly registered as a
transfer agent; provided, however, that the Transfer Agent shall
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remain liable to the Fund for the acts and omissions of any
subcontractor under this Section 11.3 as it is for its own acts and
omissions under this Agreement.
13. Amendment
---------
This Agreement may be amended or modified by a written agreement executed by
both parties and authorized or approved by a resolution of the Board of
Trustees of the Fund.
14. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
15. Force Majeure
-------------
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
16. Consequential Damages
---------------------
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
17. Merger of Agreement
-------------------
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
18. Notice
------
Any notice, instruction or other instrument required to be given hereunder
may be delivered in person to the offices of the parties as set forth herein
during normal business hours or sent via prepaid registered mail to the
parties at the following addresses or such other addresses as may be
notified by any party from time to time. Such notice, instruction or other
instrument shall be deemed to have been given at the earliest of (a) upon
personal delivery, or (b) five business days following deposit in the United
States Mail, registered mail, postage prepaid, return receipt requested.
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(a) If to Transfer Agent, to:
State Street Bank and Trust Company
Lafayette Corporate Center, LCC/3N
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
(b) If to the Fund, to:
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
-------------, --------
Telephone: (212)
--------
Facsimile: (212)
--------
19. Counterparts
------------
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
20. Survival
--------
All provisions regarding indemnification, warranty, liability, and limits
thereon, and confidentiality and/or protections of proprietary rights and
trade secrets shall survive the termination of this Agreement.
21. Severability
-----------
If any provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired.
22. Priorities Clause
-----------------
In the event of any conflict, discrepancy or ambiguity between the terms and
conditions contained in this Agreement and any schedules or attachments
hereto, the terms and conditions contained in this Agreement shall take
precedence.
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23. Waiver
------
No waiver by either party or any breach or default of any of the covenants
or conditions herein contained and performed by the other party shall be
construed as a waiver of any succeeding breach of the same or of any other
covenant or condition.
24. Reproduction of Documents
-------------------------
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction of such reproduction
shall likewise be admissible in evidence.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ATTEST: INSTITUTIONAL LIQUIDITY TRUST COMPANY
By:
----------------------------- -----------------------------
Name: Name:
Title: Title: , Duly Authorized
ATTEST: STATE STREET BANK AND TRUST COMPANY
By:
----------------------------- -----------------------------
Name: Name:
Title: Title: , Duly Authorized
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Schedule A
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LIST OF PORTFOLIOS
Institutional Liquidity Portfolio
Prime Portfolio
U.S. Treasury Portfolio
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