INSTITUTIONAL LIQUIDITY TRUST
MUNICIPAL MASTER SERIES
TAX-EXEMPT MASTER SERIES
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February 28, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 2[nd] Floor
New York, New York 10158-0180
Dear Ladies and Gentlemen:
Municipal Master Series and Tax-Exempt Master Series (each a "Master
Series") are series of Institutional Liquidity Trust, a Delaware statutory trust
("Trust").
You hereby agree until March 31, 2012 ("Limitation Period"), to forgo
current payment of management fees and/or pay management fees of each Master
Series, so that the management fee of each Master Series is limited to the rate
of 0.08% per annum of its average daily net assets ("Management Fee
Limitation").
Each Master Series agrees to reimburse you out of its assets for any
management fees forgone by you under the Management Fee Limitation or any
management fees you paid in excess of the Management Fee Limitation, provided
the reimbursements do not cause the Master Series' management fee to exceed an
annual rate of 0.08% of its average daily net assets and the reimbursements are
made within three years after the year in which you incurred the expense.
You understand that you shall look only to the assets attributable to the
applicable Master Series for performance of this Agreement and for payment of
any claim you may have hereunder, and neither any other Master Series or other
series of the Trust, nor any of the Trust's trustees, officers, employees,
agents, or shareholders, whether past, present or future, shall be personally
liable therefor.
This Agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment Company Act of 1940, as amended, or
other federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this Agreement shall be in writing
signed by the parties hereto. This Agreement supersedes any prior agreement
with respect to the subject matter hereof.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
INSTITUTIONAL LIQUIDITY TRUST,
on behalf of
MUNICIPAL MASTER SERIES AND
TAX-EXEMPT MASTER SERIES
By:
Title:
The foregoing Agreement is hereby
accepted as of February 28, 2008
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By:
Title: