ASSIGNMENT AND ASSUMPTION AGREEMENT
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This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption
Agreement") dated as of December 15, 2006 among ▇▇▇▇▇▇ Brothers Asset Management
Inc. ("Assignor"), a Delaware corporation and a wholly owned subsidiary of
▇▇▇▇▇▇ Brothers Holdings Inc. ("▇▇▇▇▇▇ Brothers"), and ▇▇▇▇▇▇ Brothers Asset
Management LLC ("Assignee"), a Delaware limited liability company and a wholly
owned subsidiary of ▇▇▇▇▇▇ Brothers.
W I T N E S S E T H:
WHEREAS, Assignor and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc. ("Investment
Adviser") are parties to that certain Investment Advisory Agreement dated as of
December 23, 2004 (the "Investment Advisory Agreement"), whereby Assignor serves
as the subadviser to certain series of Institutional Liquidity Trust (the
"Trust"), as listed on Schedule A and any supplements thereto of the Investment
Advisory Agreement;
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to
accept all of Assignor's right, title and interest in the Investment Advisory
Agreement, and (ii) Assignee desires to acquire and to assume all of the duties
and obligations of Assignor under the Investment Advisory Agreement;
WHEREAS, this Assignment and Assumption Agreement does not result in a
change of actual control or management of the subadviser to the Trust and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of the
Investment Company Act of 1940 (the "Act") nor an "assignment" for purposes of
Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual premises herein contained,
and other good and valuable consideration, the mutual receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Effective as of December __, 2006, Assignor hereby designates Assignee
as its successor under the Investment Advisory Agreement and hereby assigns,
conveys, transfers and sets over absolutely to Assignee, and Assignee hereby
accepts, all of Assignor's right, title and interest in and to the Investment
Advisory Agreement and Assignee hereby assumes and agrees to perform and
discharge all of Assignor's duties and obligations under the Investment Advisory
Agreement.
2. The Trust and the Investment Adviser hereby agree and consent to the
assignment to and assumption by Assignee of the Investment Advisory Agreement,
and as of the date of this Assignment and Assumption Agreement agree that all of
the representations, covenants, and agreements in the Investment Advisory
Agreement of the Assignor shall now apply to the Assignee as though Assignee
were a named party to the Investment Advisory Agreement, except that any claim
by the Trust and the Investment Advisor under the Investment Advisory Agreement,
or liability with respect to services performed prior to the date of this
Assignment and Assumption Agreement by the Assignor, shall not be made against
the Assignee.
3. Assignor, Assignee and Investment Adviser hereto further agree that by
signing this Assignment and Assumption Agreement, Assignee shall become a party
to the Investment Advisory Agreement with the same effect as if Assignee had
executed the Investment Advisory Agreement as a party thereto as of the date of
this Assignment and Assumption Agreement, and Assignee shall have all of the
rights and obligations of Assignor under the Investment Advisory Agreement and
as of the date of this Assignment and Assumption Agreement shall be deemed to
have made all of the representations, covenants and agreements of Assignor
contained in the Investment Advisory Agreement.
4. Neither this Assignment and Assumption Agreement nor any term hereof
may be changed, waived, discharged or terminated, except by an instrument in
writing signed by the parties hereto.
5. In case any provision in or obligation under this Assignment and
Assumption Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
6. This Assignment and Assumption Agreement shall be governed by, and
shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of law principles.
7. This Assignment and Assumption Agreement may be executed in one or
more counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
8. This Assignment and Assumption Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their respective successors and
assigns.
9. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and may not be altered, amended,
changed, waived, terminated or modified in any respect or particular unless the
same shall be in writing and signed by each of the parties hereto.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized, as of the date first above written.
TRUST:
INSTITUTIONAL LIQUIDITY TRUST
By: ______________________________
Name:
Title:
INVESTMENT ADVISER:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: ______________________________
Name:
Title:
ASSIGNEE:
▇▇▇▇▇▇ BROTHERS ASSET MANAGEMENT LLC
By: ______________________________
Name:
Title:
ASSIGNOR:
▇▇▇▇▇▇ BROTHERS ASSET MANAGEMENT INC.
By: ______________________________
Name:
Title:
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