FORM OF
INSTITUTIONAL LIQUIDITY TRUST
Tax-Exempt Master Series
Municipal Master Series
New York Municipal Master Series
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December __, 2006
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Dear Ladies and Gentlemen:
Tax-Exempt Master Series, Municipal Master Series, and New York
Municipal Master Series (each a "Master Series") are series of Institutional
Liquidity Trust, a Delaware statutory trust ("Trust").
You hereby agree during the period from December [___], 2006 through
March 31, 2010 ("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.
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
TAX-EXEMPT MASTER SERIES
MUNICIPAL MASTER SERIES
NEW YORK MUNICIPAL MASTER SERIES
By:
Title:
The foregoing Agreement is hereby
accepted as of December __, 2006
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By:
Title: