EXHIBIT 8 (K)
WIRING AGREEMENT
THIS AGREEMENT, dated as of June 20, 1987 (the "date of this Agreement"),
among STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation
("State Street"), XXXXXXX, XXXXX & CO., a New York limited partnership
("Goldman"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation
("Northern").
WHEREAS, State Street has been appointed custodian for Institutional Liquid
Assets, a Massachusetts business trust ("XXX");
WHEREAS, State Street desires Northern to act as its sub-custodian pursuant
to the Custodian Agreement (the "Custodian Agreement") dated December 27, 1978,
as amended, between State Street and XXX and to perform the services hereinafter
provided relating to maintaining the accounts referred to herein, the receipt
and transmission of funds by Federal Reserve wire in connection with the
purchase and redemption of units of XXX and the distribution of dividends to
unitholders of XXX;
WHEREAS, Goldman is the investment adviser and distributor for XXX and will
be providing certain Instructions (as such term is defined in Articles 4 and 5
hereof) in such capacities to Northern and State Street in connection with such
wires;
WHEREAS, although Goldman will be giving Instructions to Northern and State
Street pursuant to this agreement, it is understood that Goldman shall be giving
such Instructions to Northern and State Street in its capacities as investment
adviser and distributor and that neither Northern nor State Street shall be
deemed to be the agent of Goldman; and
WHEREAS, Northern is willing to perform the services referred to above upon
the terms and conditions hereinafter stated.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows:
1.00 FUNDS RECEIVED IN PURCHASE OF UNITS.
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1.01 Transfer of Remittances Received in Collected Federal Funds to State
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Street.
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Northern will receive remittances in purchase of units of XXX by
Federal Reserve wire from existing and prospective unitholders of XXX.
Remittances for XXX received by Northern in collected federal funds before
4:45 p.m, Chicago time, or such other time as may be agreed upon, on each
"Business Day" (as such term is defined in Article 7 hereof) will be
transferred periodically during such Day to State Street by Federal Reserve
wire for crediting to ILA's custodial account pursuant to and in accordance
with Instructions from Goldman. Remittances received by Northern in
collected federal funds on any Business Day that are not transferred to
State Street by Federal Reserve wire on the same Business Day will be so
transferred as early as practicable on the following Business Day upon
Instructions from Goldman. Northern shall make available to Goldman by
9:00 a.m., Chicago time, on each Business Day information concerning the
amount of any federal funds received by Northern on the preceding Business
Day that were not transferred to State Street on such preceding Business
Day. The phrase "received by Northern", or its equivalent, wherever
appearing in this Agreement means received by Northern in Chicago unless
otherwise indicated.
1.02 Delayed Transfers. Remittances in purchase of units of XXX available
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for transfer to State Street by Northern as hereinbefore provided which are
being held pending transfer by Northern as described in Section 1.01 will
be deposited in an account in the name of State Street as custodian for XXX
as described below (the "Purchase Account"). If all of the funds in the
Purchase Account are not transferred to State Street on the same day such
funds that were not so transferred pending transfer of such funds to State
Street on the same day such funds are received by Northern, Northern shall
be penalized and shall be liable to State Street for a penalty with respect
to all or such portion of such funds that were not so transferred pending
transfer of such funds to State Street and Northern shall be responsible
for the safekeeping of such funds. Such penalty shall be computed using the
Federal Funds rate Less Reserves (as such term is defined in Article 7)
applicable to each day of the period for which such penalty shall be
payable as such Rate may change from day to day during such period.
Northern will transfer such funds as soon as practicable upon receipt of
Instructions from Goldman and such penalty as soon as practicable upon
receipt of Instructions from State Street.
1.03 Advice to Xxxxxxx, Xxxxx & Co. Regarding Remittances. Periodically
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during each Business Day, Northern will make available to Goldman
information concerning all remittances received on that same day or, at
Xxxxxxx'x request only, on the immediately preceding Business Day.
Computer-generated written advice of remittances will be provided to
Goldman upon request on the next Business Day. Where such information is
made available on the same day on which the transaction occurs, the
information is subject to verification by Northern's overnight balancing
activities. Northern shall make available to Goldman the particulars of any
changes made to such
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information as a consequence of such verification process at or before 9:00
a.m. Chicago time on the next Business Day.
1.04 Handling of Remittances. In handling remittances for purchases of
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units of XXX and in dispositions thereof, Northern will act solely as a
sub-custodian for State Street and will observe normal and customary
banking practices to such end. Except as provided in Section 1.02,
Northern will suffer no liability to any person or party whatsoever in
connection with handling such remittances and dispositions provided that it
has performed its function with respect thereto without negligence or
misconduct and in good faith. Without limiting the generality of Section
1.02, if due to negligence or other misconduct, equipment or power failure,
Acts of God, labor problems, or acts or omissions of third parties,
Northern has failed to transfer funds in the correct amount by the time
specified in this article 1 and if collected federal funds were received by
Northern by the times specified in this Article 1, Northern shall be liable
to State Street for the penalty described in Section 1.02 and for
safekeeping such funds as described in such Section, but Northern shall
suffer no further liability under this Agreement (including but not limited
to sections 7.06 and 7.12), including consequential damages.
1.05 Request for Instructions. Northern may, when in doubt as to the
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disposition of any remittance, ask Goldman for Instructions as to proper
disposition thereof, and Goldman shall use its best efforts to promptly
provide such Instructions.
2.00 REDEMPTIONS AND CASH DIVIDENDS - REMITTANCE OF PROCEEDS BY WIRE.
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2.01 Redemption Advice. It is contemplated that unitholders of XXX will
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request from time to time to the redemption of all or a portion of their
units and that certain of such unitholders will request the payment of
dividend to them in cash rather than additional units of XXX. The funds
required for such redemptions or dividend payments will be remitted to each
unitholder so requesting by Federal Reserve wire (unless unavailable) to
such unitholder's designated bank account. Such redemptions and dividend
payments will be governed by this Article.
2.02 Processing of Redemption Requests and Cash Dividend Payments. Goldman
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will aggregate information concerning individual redemption requests
advised to it and will provide Northern with Instructions concerning such
requests periodically during each Business Day. In addition, Goldman will
provide Northern with Instructions concerning the amount of cash dividends
payable to unitholders of XXX at such times during the year as provided in
ILA's then current Prospectus and Statement of Additional Information. The
Instructions concerning redemption requests and cash dividends described
above are hereinafter referred collectively as "Wiring Instructions". If
Northern receives electronic Wiring Instructions (including an Approval
with respect thereto, as such term is defined in Section 4.02) or
telephonic Wiring Instructions from Goldman by 3:30 p.m., Chicago time
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(in the case of electronic Instructions), or 3:45 p.m., Chicago time (in
the case of telephonic Instructions) on a given Business Day with respect
to redemption requests and the corresponding funds from State Street by the
time specified in Section 2.03, Northern shall transmit the funds referred
to in such Instructions as early as practicable on such Day. If Northern
receives written Wiring Instructions with respect to redemption request and
the corresponding funds from State Street by the time specified in Section
2.03, Northern shall use its best efforts to transmit the funds referred to
in such Instructions as early as practicable on such Day. If Northern
receives electronic Wiring Instructions (including an Approval with respect
thereto) or telephonic Wiring Instructions from Goldman by 9:00 a.m.,
Chicago time, on a given Business Day with respect to cash dividends and
the corresponding funds from State Street by the time specified in Section
2.03, Northern shall transmit the funds referred to in such Instructions as
early as practicable on such Day. If Northern receives written Wiring
Instructions on a given Business Day with respect to cash dividends and the
corresponding funds from State Street by the time specified in Section
2.03, Northern shall use its best efforts to transmit the funds referred to
in such Instructions as early as practicable on such Day. For purposes of
the preceding four sentences, Northern shall be deemed to have received
"the corresponding funds from State Street by the time specified in Section
2.03" if Northern receives Instructions pursuant to Section 2.06 to
transfer such funds from the Purchase Account to the Disbursement Account
(as such term is defined in Section 2.03) by such time. If Northern
receives Wiring Instructions (including, where applicable, an Approval with
respect thereto) and funds on a given Business Day but does not either
transmit such funds in the correct amounts on such Day or, pursuant to
Instructions from Goldman, transmit such funds to State Street, then
Northern shall be penalized and shall be liable to the intended recipients
of such funds for a penalty with respect to all or such portion of such
funds that were not so transmitted from the date on which they should have
been transmitted until the date they are transmitted or until the
Instructions to transmit the funds have been withdrawn. Such penalty shall
be computed using the Federal Funds Rate Less Reserves applicable to each
day of the period for which such penalty shall be payable as such Rate may
change from day to day during such period.
2.03 Redemption and Dividend Funds. Not later than Northern's receipt or
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Wiring Instructions, or within a reasonable time thereafter, Goldman will
provide Instructions to State Street as to the amount of funds required to
pay the redemptions and/or dividends stated in such Wiring Instructions.
State Street will promptly thereafter transfer such amount of funds in a
collected federal funds by Federal Reserve wire to Northern for credit to
the disbursement account in the name of State Street as custodian for XXX
at Northern (the "Disbursement Account"). If State Street receives
Instructions by 2:00 p.m., Chicago time, on a given Business Day, State
Street shall transfer the amount of funds
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specified in such Instructions by 3:30 p.m., Chicago time, on such Day. If
State Street so timely receives Instructions but does not either (i)
transmit such amount of funds by such time or (ii) assuming there is such
amount of funds in the Purchase Account, instruct Northern to transfer such
amount of funds from the Purchase Account to the Disbursement Account by
such time, then State Street shall, except to the extent XXX did not have
adequate funds to be so transmitted or transferred, be liable (iii) in the
case where State Street as custodian for XXX xxxxxxx such funds pursuant to
Section 2.07, to XXX for compensation with respect to the amount of such
borrowed funds from the date on which they were borrowed until the date on
which they should have been repaid pursuant to Section 2.07 or (iv) in all
other cases, to the intended recipients of such funds who do not receive
them on such Business Day for compensation with respect to all or such
portion of such funds that were not so transmitted from the date on which
they should have been timely transmitted until the date they are
transmitted or until the Instructions to transmit the funds have been
withdrawn. Such compensation shall be computed using the Federal Funds Rate
Less Reserves applicable to each day of the period for which such
compensation shall be payable as such Rate may change from day to day
during such period. Upon receipt of such funds by Northern in the
Disbursement Account, Northern will promptly transfer by Federal Reserve
wire in collected federal funds the redemption or dividends amounts, as the
case may be, to the designated bank accounts of the respective unitholders
stated in the applicable Wiring Instructions. If Northern does not receive
a sufficient amount of funds to pay all of the redemptions and/or dividends
specified in the Wiring Instructions, it shall use its best efforts to
promptly so inform Goldman and State Street.
2.04 Handling Wire Redemptions and Dividend Payments. In making transfers
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of redemption or cash dividend funds by wire pursuant to wiring
Instructions from Goldman, Northern will act solely as a sub-custodian for
State Street and will observe normal and customary banking practices to
such end. Except as provided in Section 2.02 and in this Section, Northern
will suffer no liability to any person or party whatsoever in connection
with such transfers provided that it has performed its function with
respect thereto without negligence or misconduct and in good faith. In the
event that Northern fails to transfer funds or transfers them in a less
than correct amount by the time specified in this Article 2 and if
collected federal funds were received by Northern by the time specified in
this Article, Northern shall be penalized and shall be liable to the
intended recipient of such funds for the penalty as described in Section
2.02 and Northern shall be responsible for the safekeeping of such funds,
but Northern shall suffer no further liability under this Agreement
(including but not limited to Sections 7.06 and 7.12), including
consequential damages. In the event that Northern transfers funds pursuant
to this Article 2 in a greater than correct amount or to an
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incorrect party, Northern shall be liable for the amount of such funds
transferred in a greater than correct amount or to an incorrect party if
Northern is unable to recover such funds by the next Business Day, but
Northern shall no further liability under this Agreement (including but not
limited to Sections 7.06 and 7.12), including any consequential damages
resulting from making such transfer.
2.05 Late Transfers. In the event Northern or State Street does not
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transfer funds by the times specified in Sections 2.02 and 2.03,
respectively, they shall transfer such funds as soon as practicable
thereafter.
2.06 Transfers from Purchase Account. In the event State Street does not
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transfer an amount of funds to Northern that is sufficient to complete the
Wiring Instructions by the time provided in Section 2.03, Goldman may give
Instructions to Northern or State Street may give Instructions (as such
term is defined in Article 6 hereof) to Northern to transfer funds then
credited to the Purchase Account to the Disbursement Account.
2.07 Loans By Northern. In the event State Street does not transfer an
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amount of funds to Northern that is sufficient to complete the Wiring
Instructions by the time provided in Section 2.03, upon Instructions from
both Goldman and State Street, Northern shall have the option, but not the
obligation, to lend to State Street as custodian for XXX all or part of the
funds that would be sufficient to complete such Wiring Instructions. The
interest rate on the loan shall be the Federal Funds Rate Less Reserves and
such interest shall accrue each day based on the principal amount of the
loan outstanding. The accrued interest and the principal amount of the
loan shall be repaid to Northern on the next Business Day. State Street as
custodian for XXX (and not in an individual capacity) agrees to borrow such
amounts on behalf of XXX upon instructions from XXX at the interest rate
and other terms specified in this Section.
2.08 Returned Wires. Redemption or dividend funds wired by Northern to
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the designated bank account of any unitholder which are returned to
Northern will be held by Northern in the Disbursement Account pending
further Instructions from Goldman. Northern shall use its best efforts to
promptly advise Goldman of the existence of any such returned funds.
3.00 FEES
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3.01 Fees to be Received by Northern. For the services performed by
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Northern as provided by this Agreement, State Street agrees to pay Northern
such fees on a transaction basis at such times and in such manner as may
from time to time be agreed upon by and between State Street and Northern.
Such fees as currently in effect are set forth on Exhibit A.
4.00 INSTRUCTIONS FROM XXXXXXX, SACHS & CO. TO NORTHERN.
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4.01 Service Specifications. Instructions and the procedures followed by
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Northern and Goldman in connection with such instructions shall conform to
the written service specifications ("Specifications") as established
between Northern and Goldman except to the extent that such Specifications
are inconsistent with this Agreement.
4.02 Electronic Instructions. Northern shall be deemed to have received
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instructions ("Instructions") from Goldman upon receipt of electronic
Instructions as described in this Section 4.02 Northern may assume that
electronic Instructions received from Goldman are genuine electronic
Instructions if received in accordance with the terms of this Agreement and
the Specifications, including security identification sequences.
Electronic Instructions shall be deemed to be received by Northern when the
message to be sent has been entirely received and acknowledge in accordance
with the Specifications. Goldman may issue additional electronic
Instructions approving such Instructions as initially received. Such
additional Instructions approving such Instructions as initially received
are hereinafter referred to as the "Approval." The Approval may be issued
by Goldman either with respect to single Instruction as initially received
or as to a group of such Instructions. An electronic Instruction will not
be executed by Northern until an Approval is received with respect to such
Instruction.
4.03 Telephonic Instructions. Northern shall be deemed to have received
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instructions ("Instructions") from Goldman upon receipt of telephonic
Instructions given by one or more persons who have been authorized pursuant
to Section 4.06 by a general partner of Goldman to give the particular
class of Instructions in question. Northern shall verify all telephonic
Instructions by telephoning as practicable a person that is so authorized
to give such Instructions other than the authorized person who initiated
such Instructions, except in the case of so-called "repetitive transfers"
where the identity of the transferor and the identity and bank account of
the transferee shall have been communicated to Northern in an Instruction
given by one or more persons who have been authorized by a general partner
of Goldman to give such class of Instructions. In cases where verification
is required (i.e., those situations not involving such "repetitive
transfers") Northern shall not be deemed to have received a telephonic
Instruction until such Instruction has been so verified.
4.04 Written Instructions. Northern shall be deemed to have received
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instructions ("Instructions") from Goldman upon receipt of written
instructions (including receipt by telecopier), provided that such written
instructions are signed by at least two of the persons who have been
authorized pursuant to Section 4.06 by a general partner of Goldman to give
the particular class of Instructions in question.
4.05 Security. Northern will assign unique security information to Goldman
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and unique security information to each person who has been authorized
pursuant to Section 4.06 by a general partner or
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an authorized employee (as such term is defined in such Section) of Goldman
to give Instructions. Such security information shall be kept confidential
by Northern and by Goldman. Without limiting the generality of the
foregoing, such security information shall be disclosed by Northern only to
the person authorized pursuant to Section 4.06 by a general partner or an
authorized employee of Goldman to receive such security information and
such security information shall be forwarded by Northern to such person in
a sealed envelope marked "Confidential." If Goldman gives a telephonic or
written Instruction to Northern to delete specified security information
assigned to a given person or persons, Northern will immediately delete
such security information so such information is no longer able to be used
for issuing Instructions and, upon receipt of authorization pursuant to
Section 4.06, Northern will promptly issue new security information to the
affected person or persons in accordance with the Specifications. Any such
telephonic Instruction will be confirmed by Goldman in writing within five
Business Days. If such Instruction is not so confirmed, the validity of the
Instruction shall not be affected and Northern shall use its best efforts
to promptly request that such Instruction be so confirmed.
4.06 Instructions Generally. All Instructions from Goldman to Northern
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shall conform to the procedures in general use by Northern, provided that
(i) Northern shall have informed Goldman of such procedures in writing
prior to the date of this Agreement; (ii) Northern shall inform Goldman in
writing at least ten Business Days in advance of any changes in such
procedures; and (iii) such procedures are not inconsistent with the terms
of this Agreement. Different persons may be authorized by Goldman to give
Instructions for different purposes, and Instructions may be general or
specific in terms. Written advice signed by a general partner of Goldman
may be received and accepted by Northern as conclusive evidence of the
authority of an employee of Goldman (an "authorized employee") to (iv) give
Instructions of the class or classes so designated, (v) receive security
information of the type or types so designated or (vi) advise Northern as
to additional persons who are authorized to (A) give Instructions of the
class or classes so designated or (B) receive security information of the
type or types so designated. Written advice signed by an employee of
Goldman given the authority described in clause (vi) of the preceding
sentence may be received and accepted by Northern as conclusive evidence of
the authority of any additional persons to (vii) give Instructions of the
class or classes so designated or (viii) receive security information of
the type or types so designated. The written advice described in the two
preceding may be considered by Northern to be in full force and effect
until receipt or written or telephonic Instructions to the contrary.
Any such telephonic Instruction will be confirmed by Goldman in writing
within five Business Days. If such Instruction is not so confirmed, the
validity of the
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Instruction shall not be affected and Northern shall use its best efforts
to promptly request that such Instruction be so confirmed.
5.00 INSTRUCTIONS FROM XXXXXXX, SACHS & CO. TO STATE STREET
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5.01 Written Instructions. State Street shall be deemed to have received
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instructions ("Instructions") from Goldman upon receipt of written
instructions (including receipt by telecopier), provided that such
instructions are signed by at least two of the persons who have been
authorized by a general partner of Goldman to give the particular class of
Instructions in question.
5.02 Telephonic Instructions. State Street shall be deemed to have
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received instructions ("Instructions") from Goldman upon receipt of
telephonic Instructions given by one or more persons who have been
authorized by a general partner of Goldman to give the particular class of
Instructions in question. Two or more of the persons designated by Goldman
to give telephonic Instructions shall promptly confirm such telephonic in
writing to State Street. If State Street receives an Instruction that it
has reason to believe conflicts with another Instruction, it shall use its
best efforts to seek clarification from Goldman and State Street shall halt
such affected transaction to the extent possible if Goldman agrees to hold
State Street harmless for any costs or liabilities incurred as a result of
halting such transaction.
5.03 Instructions Generally. Different employees of Goldman may be
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authorized by Goldman to give Instructions for different purposes, and
Instructions may be general or specific in terms. Written advice signed by
a general partner of Goldman may be received and accepted by State Street
as conclusive evidence of the authority of any such persons to give
Instructions and may be considered to be in full force and effect until
receipt of written notice to the contrary.
6.00 INSTRUCTIONS FROM STATE STREET TO NORTHERN.
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6.01 Written Instructions. Northern shall be deemed to have received
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instructions ("Instructions") from State Street upon receipt of written
instructions (including receipt by telecopier) provided that such
Instructions are signed by at least two of the persons who have been
authorized by an officer of State Street to five the particular class of
Instructions in question.
6.02 Telephonic Instructions. Northern shall be deemed to have received
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instructions ("Instructions") from State Street upon receipt of telephonic
Instructions given by one or more persons who have been authorized by an
officer of State Street to give the particular class of Instructions in
question. Northern shall verify all telephonic Instructions by telephoning
as soon as practicable a person that is so authorized to give such
Instructions other than the authorized person
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who initiated such Instructions. In such case, Northern shall not be
deemed to have received a telephonic Instruction until such Instruction has
been so verified.
6.03 Instructions Generally. All Instructions from State Street to
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Northern shall conform to the procedures in general use by Northern,
provided that (i) Northern shall have informed State Street of such
procedures in writing prior to the date of this Agreement; (ii) Northern
shall inform State Street in writing at least ten Business Days in advance
of any changes in such procedures; and (iii) such procedures are not
inconsistent with the terms of this Agreement. Different persons may be
authorized by State Street to give Instructions for different purposes, and
Instructions may be general or specific in terms. Written advice signed by
an officer of State Street may be received and accepted by Northern as
conclusive evidence of the authority of any such persons to give
Instructions and may be considered to be in full force and effect until
receipt of written notice to the contrary.
7.00 GENERAL PROVISIONS
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7.01 Federal Reserve Deadlines and Policies. Notwithstanding that
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Northern and State Street have committed in Articles 1 and 2 that if funds
and Instructions (including an Approval with respect thereto, where
applicable) are received by certain specified times, then they shall
transmit funds by certain specified times, it is understood that it may at
times not be possible for them to transmit the funds by the specified time
because of Federal Reserve system failures, Federal Reserve policies, as
such policies may be in effect from time to time, and changes in Federal
Reserve deadlines regarding the Federal Reserve wire transfer system.
Nonetheless, Northern and State Street shall be liable for paying a penalty
or compensation, whichever the case may be, with respect to such funds as
contemplated by Articles 1 and 2.
7.02 Best Efforts. If a party to this Agreement does not receive funds or
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Instructions (Including an Approval with respect thereto, where applicable)
on a timely basis, it is nonetheless understood that such party shall use
its best efforts to transfer the funds or make available information by the
time of the applicable deadline or as soon thereafter as practicable. If
Goldman has reason to believe that it may not be able to issue Instructions
on a timely basis, it will use its best efforts to alert Northern or State
Street, as applicable, concerning this inability.
7.03 Remedies Cumulative. Except where expressly provided to the contrary
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in this Agreement, all remedies herein specified are cumulative and
additional to all remedies provided by applicable law.
7.04 Duration and Termination. Any party hereto may terminate this
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Agreement at any time provided that (i) such termination does not become
effective until on or after the first anniversary of
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the date of this Agreement and (ii) written notice of such termination is
given a least 120 days before the effective date of such termination.
Prior to the first anniversary of the date of this Agreement, if another
party (iii) has breached its representations and warranties under this
Agreement, (iv) has been given written notice of such breach and (v) is not
in compliance with its representations and warranties under this Agreement
within 30 days after receipt of such notice, then the party giving such
notice may terminate this Agreement effective 30 days after the giving of
written notice to such effect to the other parties hereto. Notwithstanding
the foregoing, State Street may at any time terminate this Agreement if it
no longer serves as custodian for XXX, and Goldman may at any time
terminate this Agreement if it no longer serves as both investment adviser
and distributor for XXX, provided that written notice of termination is
given by the terminating party to the other parties hereto as soon as
possible after it is determined that such party will no longer so serve
XXX, such termination to become effective as of the date on which such
party will no longer serve XXX. Any written notice given pursuant to this
Section 7.04 shall be by mail or by any means of electronic transmission
resulting in a written text, directed to the addresses provided in Section
7.05. Upon the commencement of the liquidation of, receivership for, or
filing of any voluntary or involuntary petition in bankruptcy or similar
insolvency proceeding with respect to, any other party hereto, then in any
such event, any party hereto may terminate this Agreement immediately
effective upon the giving of written notice to such effect in the manner
provided in the preceding sentence to all of the other parties hereto at
the addresses specified in Section 7.05 below. No termination of this
Agreement as provided in this Section will affect the rights or remedies of
the parties hereto with respect to any conduct, event or occurrence taking
place prior to the time such termination becomes effective.
7.05 Addresses. All written Instructions, notices and other
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communications shall be addressed as follows or to such other address as a
party may hereafter specify:
(a) If to Northern:
The Northern Trust Company
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Electronic Banking Services Division-
Wire Transfer Services
N-3
(b) If to State Street:
State Street Bank and Trust Company
Mutual Fund Services
X.X. Xxx 0000
00
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
(c) If to Xxxxxxx, Sachs & Co.:
Xxxxxxx, Xxxxx & Co.
Funds Group
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
7.06 Representations and Warranties. Goldman and State Street each
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represents and warrants that all functions to be performed by each of them,
respectively, in this Agreement are fully authorized by the agreements
governing the functions of each of them as investment adviser and
distributor, on the one hand, and as custodian, on the other hand, for XXX.
Northern represents and warrants that it has, and agrees to maintain,
sufficient systems and equipment in good working order and capable of
performing its obligations under this Agreement. Each of State Street and
Northern represents and warrants that it has the corporate authority, and
each of Goldman, State Street and Northern represents and warrants that it
has the authority under its organizational documents, to enter into this
Agreement and to perform its obligations hereunder.
7.07 "Business Day". The term "Business Day" as used in this Agreement
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refers to those days when all of Goldman, State Street, Northern and the
Federal Reserve Bank of New York are open for business, which is Monday
through Fridays except for holidays on which one or more of such
organizations is closed.
7.08 "Federal Funds Rate Less Reserves." The term "Federal Funds Rate
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Less Reserves" for a given day shall mean the effective federal funds rate
for such day as determined by the Federal Reserve Bank of New York and
published in H.15 Federal Reserve Statistical Release Selected Interest
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Rates multiplied by the difference between 1 and the reserve requirement as
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defined and set by the Federal Reserve Board for transaction accounts and
expressed in decimal form for such day applicable to the bank paying a
penalty or compensation, whichever the case may be, pursuant to this
Agreement. For example, if such effective federal funds rate for a given
day is 5.00%, and the percentage reserve requirement for such day
applicable to the bank paying a penalty or compensation, whichever the case
may be, pursuant to this Agreement is 0.12, the applicable Federal Funds
Rate Less Reserves is 5.00% times (1 - 0.12), which equals 5.00% times .88
which equals 4.40%. The numbers used in computing the Federal Funds Rate
Less Reserves shall be expressed out to, and the federal Funds Rate Less
Reserves shall be computed out to, four decimal places.
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7.09 Amendments. This Agreement may be amended at any time upon the
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written consent and approval of each of the parties hereto.
7.10 Captions. The captions employed with respect to Articles and
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sections in this Agreement are for convenient reference solely and will not
affect the construction or interpretation hereof.
7.11 Successors and Assigns. This Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto, their respective
successors and assigns.
7.12 Third Party Beneficiaries. It is understood and agreed that the
-------------------------
entities referred to as the "intended recipients of such funds" in Sections
2.02, 2.03 and 2.04 shall be third party beneficiaries of this Agreement
and that they shall be entitled to enforce the obligation of Northern (in
the case of Sections 2.02 and 2.04) or State Street (in the case of Section
2.03), as applicable, to pay the penalty or compensation, whichever the
case may be, referred to in such Sections.
7.13 Exclusivity. State Street agrees that, during the term of this
-----------
Agreement, it shall not appoint an agent or another sub-custodian to
perform the duties Northern is assuming hereunder concerning the receipt
and transmission of funds by Federal Reserve wire in connection with the
purchase and redemption of units of XXX and the distribution of dividends
to unitholders of XXX. State Street further agrees that, during the term
of this Agreement, it will not perform such duties itself except where
individual circumstances warrant on a case-by-case basis in order to
effectively serve the interest of XXX or its unitholders.
7.14 Governing Law. The laws of the State of Illinois shall govern the
-------------
construction and interpretation hereof.
7.15 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.16 Effectiveness. This Agreement shall become effective five days after
-------------
receipt by both Northern and State Street of written notice from Goldman to
such effect.
* * *
13
EXHIBIT A
----------
AUTOMATED WIRE TRANSFER SERVICES
SERVICE UNIT FEE
------- ---- ---
Outgoing Wire Transfer
----------------------
Cashline Repetitive Transfer $ 3.00
Automated Debit Transfer 1.50
Highspeed Confirmation Transfer .25
----
TOTAL $ 4.75
Cashline Nonrepetitive Transfer $ 3.00
Automated Debit Transfer 1.50
Highspeed Confirmation Transfer .25
----
TOTAL $ 4.75
Cashline Internal Transfer $ 3.00
Automatic Debit Transfer 1.50
Highspeed Confirmation Transfer .25
----
TOTAL $ 4.75
Incoming WireTransfer
---------------------
Incoming Transfer Transfer $ 3.00
Automatic Credit Transfer 1.50
Highspeed Notification Transfer .25
----
TOTAL $ 4.75
14
ADDITIONAL CASH MANAGEMENT SERVICE FEES
SERVICE UNIT FEE
------- ---- ---
MANUAL WIRE TRANSFER (TELEPHONE, WRITTEN REQUEST)
-------------------------------------------------
Manual Repetitive Transfer $ 8.50
Automatic Debit Transfer 1.50
Highspeed Confirmation Transfer .25
-----
Total: $ 10.25
Manual Nonrepetitive Transfer $ 11.50
Automatic Debit Transfer 1.50
Highspeed Confirmation Transfer .25
-----
Total: $ 13.25
Internal Transfer Debit Transfer 4.00
Automatic Debit Transfer 1.50
Highspeed Confirmation Transfer .25
-----
Total: $ 5.75
Internal Transfer Credit Transfer $ 4.00
Automatic Credit Transfer 1.50
Highspeed Notification Transfer .25
-----
Total: $ 5.75
Cashline Information Reporting
---------------------------------------------
Timeshare Notification - Previous Day Notif. 4.00
Timeshare Line - Previous Day Line .50
Detail Base Charge Month 45.00
15
EXHIBIT 1
September 1, 1989
The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 60675
State Street Bank and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen;
Reference is made to the Wiring Agreement (the "Wiring Agreement") dated as of
June 20, 1987 among The Northern Trust Company ("Northern"), State Street Bank
and Trust Company ("State Street") and Xxxxxxx, Xxxxx & Co. ("Goldman") relating
to Institutional Liquid Assets (the "Fund). Terms used herein which are defined
in the Wiring Agreement have the same meaning herein as in the wiring Agreement.
It is understood that Northern has requested to be indemnified for certain
claims and that State Street is willing to do so, provided certain terms and
conditions are met. Accordingly, the purpose of this letter is to confirm our
understanding that the wiring Agreement is amended by the addition of a new
Section 7.17 as follows:
"7.17 Indemnification of Northern. Northern shall be indemnified and
---------------------------
held harmless by State Street for any action taken by Northern in
carrying out the terms and provisions of this Agreement if done in good
faith and without negligence or misconduct on Northern's part and if
done in accordance with normal and customary banking practices;
provided that: (i) Northern shall not be entitled to be indemnified or
held harmless to the extent Northern is liable to the intended
recipients of funds pursuant to Section 2.02 or 2.04 hereof; (ii)
Northern will use all reasonable care to identify and notify State
Street and the Fund promptly concerning any situation which presents,
or appears likely to present, the probability of a claim for
indemnification against State Street under this Section; and (iii) in
any case in which State Street may be asked to so indemnify and hold
harmless Northern, State Street and the fund shall have been fully and
promptly advised of all pertinent facts known to Northern concerning
the situation in question. State Street or the Fund, using counsel of
its choice, shall have the option to defend Northern in any claims,
actions, suits or other proceedings which may be a subject of a claim
for
16
The Northern Trust Company
State Street Bank and Trust Company
September 1, 1989
Page 2
indemnification against State Street under this Section and both State
Street and the Fund shall be given timely notice by Northern to permit
exercise of that option as early as possible with respect to such
proceeding. In the event State Street or the Fund elects to defend
Northern, State Street or the Fund will so notify Northern, and
thereupon State Street or the Fund shall take over complete defense of
the proceeding, and thereafter Northern shall incur no further legal
or other expenses for which it shall be entitled to be indemnified and
held harmless by State Street. Northern shall not confess any claim
or make any compromise in any case in which State Street will be asked
to indemnify and hold harmless Northern, except with State Street's
and the Fund's prior written consent. It is understood that the Fund
has agreed to indemnify and hold harmless State Street for any amount
that it pays to Northern in accordance with this Section 7.17,
provided certain terms and conditions are met. Notwithstanding
anything herein to the contrary, this Section 7.17 shall not confer
the right upon Northern to be indemnified or held harmless with
respect to any claims, actions, suite or other proceedings made or
brought by State Street (including claims under Sections 1.02 and 1.04
hereof), Goldman or the Fund."
Please confirm your agreement to the foregoing by executing and
returning the enclosed copy of this letter.
Very truly yours,
XXXXXXX, SACHS & CO.
By:
------------------------------
Its: General Partner
THE NORTHERN TRUST COMPANY
By:
-----------------------------
Its:
-----------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-----------------------------
Its:
-----------------------------
17
September 1, 0000
Xxxxx Xxxxxx Xxxx and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Custodian Agreement (as amended, the
"Custodian Agreement") dated December 27, 1978 between Institutional Liquid
Assets (the "Fund") and State Street Bank and Trust Company ("State Street").
Terms used herein which are defined in the Custodian Agreement have the same
meaning herein as in the Custodian Agreement. Reference is also made to the
Wiring Agreement (the "Wiring Agreement") dated as of June 20, 1987 among State
Street, the Northern Trust Company ("Northern") and Xxxxxxx, Xxxxx & Co.
pursuant to which State Street has employed Northern as its sub-custodian to
perform certain services relating to the receipt and transmission of funds by
Federal Reserve wire in connection with the purchase and redemption of units of
the Fund and the distribution of dividends to the Fund's unitholders.
The Fund understands that the Wiring Agreement has today been amended
to provide Northern with certain indemnification rights against State Street,
provided Northern complies with certain terms and conditions. A copy of such
amendment is attached hereto as Exhibit 1.
The purpose of this letter is to confirm our understanding that, in connection
with the above-referenced amendment of the wiring Agreement, the Custodian
Agreement is amended by the addition of a new (S)10C as follows:
"C. Indemnity Regarding Northern. State Street shall be
----------------------------
indemnified and held harmless by the Fund for any amount which State
Street pays to The Northern Trust Company (`Northern") as
indemnification in accordance with Section 7.17 of the Wiring
Agreement the "Wiring Agreement") dated as of June 20, 1987, as
amended, among State street, Northern and Xxxxxxx, Sachs & Co.;
provided that in any case in which the Fund may be asked to indemnify
and hold harmless State Street pursuant to this 10C, the Fund shall
have been fully and promptly advised of all pertinent facts known to
State Street concerning the situation in question. In any case in
which State Street or the Fund have the option to defend Northern in
any claim, action, suit or other proceeding which
00
Xxxxx Xxxxxx Bank and Trust Company
September 1, 1989
Page 2
may be a subject of State Street's indemnification and hold harmless
of Northern under Section 7.17 of the Wiring Agreement, the Fund may
elect to take over the complete defense of the proceeding using
counsel of its choice. In the event that the Fund notifies State
Street that the Fund is electing to take over such defense, State
Street shall immediately give notice to Northern to such effect and,
unless otherwise requested by the Fund, State street shall not
participate in the defense of such proceeding or incur further legal
or other expenses in connection therewith. In the event that the Fund
notifies State Street that the Fund notifies State Street that the
Fund believes it is advisable to consent to Northern's confessing a
claim or making a compromise in a case which may be a subject of State
Street's indemnification and hold harmless of Northern under Section
7.17 of the Wiring Agreement, State Street shall immediately so
consent. (S)10B shall be inapplicable to any matter covered by this
(S)10C. In addition, (S)10B shall be inapplicable to the matters
referred to in Sections 2.03(iii) and (iv) of the Wiring Agreement."
This letter agreement is executed by or on behalf of the Fund and the
obligations hereunder or referred to herein are not binding upon any of the
Trustees, officers or Unitholders of the Fund individually, but are binding only
upon the Fund and its assets and property.
Please confirm your agreement to the foregoing by executing and
returning the enclosed copy of this letter.
Very truly yours,
INSTITUTIONAL LIQUID ASSETS
By: /s/ Xxxxx Xxxxxx
------------------------
Its: Vice President
------------------------
STATE STREET BANK
AND TRUST COMPANY
By: /s/ Xxxxxx X. Swedelund
-----------------------
Its: Vice President
-----------------------
19
