Exhibit No. 8(c)
LIQUID INSTITUTIONAL RESERVES
XXXXXXX LIR GOVERNMENT SECURITIES FUND
INSTITUTIONAL SHARES
SHAREHOLDER SERVICES PLAN AND AGREEMENT
This Shareholder Services Plan and Agreement ("Plan") is adopted by
Liquid Institutional Reserves, a business trust organized under the laws of the
Commonwealth of Massachusetts pursuant to an Amended and Restated Declaration of
Trust dated April 26, 1991, as amended from time to time (the "Trust"), with
respect to the Institutional shares ("Shares") issued by Xxxxxxx LIR Government
Securities Fund ("Fund"), and is entered into by Xxxxxxx Advisors, Inc.
("Xxxxxxx Advisors") and the Trust, subject to the following terms and
conditions:
Section 1. Service Arrangements.
Xxxxxxx Advisors, on behalf of the Fund, may enter into a shareholder
service agreement ("Service Agreement"), substantially in the form attached
hereto as Appendix A, with each financial intermediary that purchases Fund
shares on behalf of its customers ("Customers"). Each Service Agreement will
require the financial intermediary to provide support services to its Customers.
Such services may include, without limitation: (i) assisting Customers in
changing dividend options, account designations and addresses; (ii) aggregating
and/or processing purchase and redemption requests from Customers and placing
purchase and redemption orders with Xxxxxxx Advisors or the Fund's transfer
agent; (iii) transmitting and receiving funds in connection with Customer orders
to purchase and redeem Shares; (iv) processing dividend payments on behalf of
Customers; (v) providing information periodically to Customers showing their
position in Shares; (vi) arranging for bank wires; (vii) responding to Customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of Shares may be made and other matters pertaining to the
operation of their accounts; (viii) providing sub-accounting with respect to
Shares owned by Customers or the information to the Trust necessary for
sub-accounting; (ix) forwarding communications from the Trust (for example,
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to Customers; (x) providing the
necessary personnel and facilities to establish and maintain shareholder
accounts and records; and (xi) such other similar services as Xxxxxxx Advisors
or a Customer may reasonably request from time to time, to the extent the
financial intermediary is permitted to perform such services under Federal and
state statutes, rules and regulations.
Section 2. Compensation.
The Fund will pay Xxxxxxx Advisors an annual fee which Xxxxxxx Advisors
will pay over to each financial intermediary (the "Service Payment") for the
services provided by the financial intermediary. The Service Payment will be
calculated daily and paid monthly by the Fund at the annual rate of 0.10% of the
average daily net asset value of the Shares owned by the Customers of a
financial intermediary that has entered into a Service Agreement with Xxxxxxx
Advisors with respect
to the financial intermediary's Customers. All expenses incurred by the Fund in
respect of Service Payments shall be borne entirely by the holders of Shares of
the Fund.
Section 3. Approval by Board of Trustees.
This Plan will not take effect until approved by a majority of both (i)
the full Board of Trustees of the Trust, and (ii) those Trustees who are not
"interested persons" of the Trust (as defined in the Investment Company Act of
1940, as amended ("1940 Act")) and who have no direct or indirect financial
interest in the operation of this Plan (the "Disinterested Trustees").
Section 4. Continuance of the Plan.
The Plan will continue in effect from year to year so long as such
continuance is specifically approved annually by the Board of Trustees in
accordance with the procedure specified in Section 3 above.
Section 5. Termination.
The Plan may be terminated at any time, without penalty, by vote of a
majority of the Disinterested Trustees.
Section 6. Amendment.
The Plan may be amended from time to time by the Board of Trustees,
provided, however, that all material amendments of the Plan must be approved in
accordance with the procedures specified in Section 3 above.
Section 7. Shareholder Voting.
To the extent that matters pertaining to the Plan or to the
Institutional shares are submitted to shareholders for approval, only the
holders of Institutional shares shall be entitled to vote thereon.
Section 8. Reports to the Trustees and Records.
(a) While the Plan is in effect, Xxxxxxx Advisors shall provide to the
Trust's Board of Trustees, at such times as the Board of Trustees shall request
and in no event less frequently than annually, and the Board of Trustees shall
review, a written report of the amounts expended by Xxxxxxx Advisors under
Service Agreements with financial intermediaries and the purposes for which such
expenditures were made.
(b) The Trust shall preserve copies of the Plan and any Service
Agreements, any other agreements relating to the Plan and any reports made
pursuant to Section 8(a) above for a period of not less than six years from the
date of the Plan, each Service Agreement, agreement or report, the first two
years in an easily accessible place.
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Section 9. Limitation of Liability of the Trustees and Shareholders of
the Trust.
The Trustees of the Trust and the shareholders of the Fund shall not be
liable for any obligation of the Trust or the Fund under this Plan, and Xxxxxxx
Advisors agrees that, in asserting any rights or claims under this Plan, it
shall look only to the assets and property of the Trust or the Fund in
settlement of such right or claims, and not to such Trustees or shareholders.
Section 10. Governing Law.
This Plan shall be construed in accordance with the laws of the State
of New York and the 1940 Act, provided, however, that Section 9 above will be
construed in accordance with the laws of the Commonwealth of Massachusetts. To
the extent the applicable laws of the State of New York or the Commonwealth of
Massachusetts conflict with the applicable provisions of the 1940 Act, the
latter shall control.
Section 11. Effective Date.
The Plan will become effective as of May 9, 2001.
LIQUID INSTITUTIONAL RESERVES
By /s/ Xxx X. Doberman
------------------------
Name: Xxx X. Doberman
Title: Secretary
XXXXXXX ADVISORS, INC.
By /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
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Appendix A
LIQUID INSTITUTIONAL RESERVES
XXXXXXX LIR GOVERNMENT SECURITIES FUND
INSTITUTIONAL SHARES
SHAREHOLDER SERVICE AGREEMENT
Xxxxxxx Advisors, Inc. (the "Firm"), as principal underwriter of Liquid
Institutional Reserves (the "Trust") on behalf of Xxxxxxx LIR Government
Securities Fund ("Fund"), a series of the Trust, and the counterparty named
below (the "Financial Intermediary") wish to enter into an agreement
("Agreement") pursuant to which the Financial Intermediary will provide services
to certain shareholders of, and assist in administering certain shareholder
accounts in, Institutional shares ("Shares") of the Fund.
In consideration of the mutual covenants herein contained, it is agreed
by and between the Firm and the Financial Intermediary as follows:
Section 1. Services to Be Provided. The Financial Intermediary will
provide shareholder and administrative services for its customers ("Customers")
who own Shares. Such services may include, without limitation: (i) assisting
Customers in changing dividend options, account designations and addresses; (ii)
aggregating and/or processing purchase and redemption requests from Customers
and placing purchase and redemption orders with the Firm or the Fund's transfer
agent; (iii) transmitting and receiving funds in connection with Customer orders
to purchase and redeem Shares; (iv) processing dividend payments on behalf of
Customers; (v) providing information periodically to Customers showing their
position in Shares; (vi) arranging for bank wires; (vii) responding to Customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of Shares may be made and other matters pertaining to the
operation of their accounts; (viii) providing sub-accounting with respect to
Shares owned by Customers or the information to the Trust necessary for
sub-accounting; (ix) forwarding communications from the Trust (for example,
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to Customers; (x) providing the
necessary personnel and facilities to establish and maintain shareholder
accounts and records; and (xi) such other similar services as the Firm or a
Customer may reasonably request from time to time to the extent the Financial
Intermediary is permitted to perform such services under Federal and state
statutes, rules and regulations.
Section 2. Financial Intermediary as Agent for Its Customers. The
Financial Intermediary agrees that, in all activities covered by this Agreement,
the Financial Intermediary will act as agent for its customers; it is not
authorized to act as agent for the Firm or the Fund. This Agreement shall not
make either party the legal representative of the other, nor shall either party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name of or on
behalf of the other party.
Section 3. Information Concerning the Fund and the Shares. The
Financial Intermediary agrees that neither it nor any of its employees or agents
are authorized to make any representation concerning the Shares or the Fund,
except those contained in the then-current Prospectus and Statement of
Additional Information for the Fund, copies of which will be supplied by the
Firm in reasonable quantities upon request, or in other material approved in
writing by the Firm.
Section 4. Compensation. The Firm will pay the Financial Intermediary
an annual fee (the "Service Payment") for its services in connection with the
Shares owned by its Customers. The Service Payment will be calculated daily and
paid monthly by the Firm at the annual rate of 0.10% of the average daily net
asset value of the Shares owned by the Customers of the Financial Intermediary.
For purposes of calculating the fee payable to the Financial Intermediary, the
average daily net asset value of the Shares will be calculated in accordance
with the procedure set forth in the Fund's then current Prospectus and Statement
of Additional Information. The Financial Intermediary agrees that no trustee,
officer or shareholder of the Trust shall be liable for the performance of the
Firm's obligations hereunder or for the Service Payment.
Section 5. Right to Suspend Sales. The Firm and the Trust reserve the
right, at their discretion, to suspend the sale of Shares of the Fund or
withdraw the Shares from sale.
Section 6. Other Duties of the Financial Intermediary. (a) The
Financial Intermediary agrees to provide the Firm and the Trust such information
relating to its services hereunder as may be required to be maintained by the
Firm and the Trust under applicable regulatory and self-regulatory agencies or
authorities, and to cooperate with the Firm in providing information to the
Trust and its Board of Trustees with respect to amounts expended and services
provided under this Agreement.
(b) In the event an issue pertaining to the Shares is submitted for
shareholder approval, the Financial Intermediary will vote any Shares held for
its own account, or over which it otherwise has discretion to vote, in the same
proportions as the votes cast by those Shares held for its Customer's accounts
for which instructions have been received by it from the beneficial owners or
other persons entitled to vote.
Section 7. Representations of Financial Intermediary. (a) The Financial
Intermediary represents and warrants that it has complied with all applicable
laws regarding the disclosure to its Customers of the compensation payable
hereunder, together with any other compensation payable to the Financial
Intermediary in connection with their purchase of Shares.
(b) The Financial Intermediary represents and warrants that, in
providing services hereunder, it will act in accordance with Federal and state
law, and rules and regulations thereunder, applicable to it and its Customer's
accounts.
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Section 8. Customer Lists. Each party agrees that it (and/or its
affiliates) will not use any list of customers of the other party that may be
obtained in connection with this Agreement for the purpose of solicitation of
any product or service without the express written consent of the other party.
However, nothing in this Agreement shall be deemed to prohibit or restrict
either party (or its affiliates) in any way from solicitations of any product or
service directed at, without limitation, the general public, any segment
thereof, or any specific individual, provided such solicitation is not based
upon such list.
Section 9. Indemnification. (a) The Financial Intermediary will
indemnify and hold the Firm, the Trust and the Fund harmless from any claim,
demand, loss, expense or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of the Financial Intermediary,
its agents or employees, in carrying out the Financial Intermediary's
obligations under this Agreement. Such indemnification will survive the
termination of this Agreement.
(b) The Firm will indemnify and hold the Financial Intermediary
harmless from any claim, loss, expense or cause of action resulting from the
misconduct or negligence, as measured by industry standards, of the Firm, its
agents or employees, in carrying out the Firm's obligations under this
Agreement.
Section 10. Duration of Agreement. This Agreement will continue in
effect for one year from its Effective Date, and thereafter will continue
automatically for successive annual periods; provided, however, that the
Agreement is subject to termination as provided below and in the event the
Shareholder Services Plan applicable to a Series is terminated in accordance
with its terms.
Section 11. Amendment and Termination of the Agreement. This Agreement
may be amended upon written agreement of the parties. Either party to the
Agreement may terminate the Agreement, without cause or penalty, by giving the
other party at least thirty (30) days' written notice of its intention to
terminate.
Section 12. Effective Date. This Agreement will become effective on the
date set forth below.
Section 13. Notices. All notices required or permitted to be given
under this Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a similar means of
same day delivery (with a confirming copy by mail). All notices to the Firm
shall be given or sent to its offices located at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000, ATTN: Xxxxxx Xxxxxxx. All notices to the Financial
Intermediary shall be given or sent to it at the address specified by it below.
Either party may change the address to which notices shall be sent by giving
notice to the other party in accordance with this paragraph 13.
Section 14. Miscellaneous. (a) This Agreement shall be construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of law provisions thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
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(b) The captions in this Agreement are included for convenience of
reference only and in no way defined or limit any of the provisions of this
Agreement or otherwise affect their construction or effect.
(c) In the case that any provision in this Agreement shall be found by
a court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be invalid, illegal or unenforceable, and the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.
XXXXXXX ADVISORS, INC.
By: /s/ G. Xxxxxx Xxxxxxx
-----------------------
Name: G. Xxxxxx Xxxxxxx
Title: Director
Please return two signed copies of this Agreement to Xxxxxxx Advisors,
Inc. Upon acceptance by Xxxxxxx Advisors, one countersigned copy will be
returned to you for your files.
Name of Financial Intermediary: UBS PaineWebber Inc.
Address: 0000 Xxxxxx Xxxx. - 7th Floor - Mutual Funds
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxx Xxxxx
------------------
Authorized Representative
Xxxxxxx Xxxxx, Senior Vice President
(Name and Title; please print or type)
ACCEPTED AND AGREED:
XXXXXXX ADVISORS, INC.
By: /s/ Julian Sluyters
-------------------
Name: Julian Sluyters
Title: Managing Director
Dated: May 9, 2001
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