ADMINISTRATIVE SERVICES AGREEMENT
INSTITUTIONAL DAILY INCOME FUND
(the "Fund")
U.S. Treasury Portfolio
Money Market Portfolio
Municipal Portfolio
(the "Portfolios")
Xxx Xxxx, Xxx Xxxx
Xxxxxxx 00, 0000
Xxxxx & Xxxx Asset Management L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type, and in accordance with the
limitations, specified in our Declaration of Trust, By-Laws and Registration
Statement filed with the Securities and Exchange Commission under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933, including
the Prospectus forming a part thereof (the "Registration Statement"), all as
from time to time in effect, and in such manner and to such extent as may from
time to time be authorized by our Board of Trustees. We enclose copies of the
documents listed above and will furnish you such amendments thereto as may be
made from time to time.
2. (a) On behalf of the Portfolios, we hereby employ you as
our administrator (the "Administrator") to provide all management and
administrative services reasonably necessary for our operation, other than those
services you provide to us pursuant to the Investment Management Contract. The
services to be provided by you shall include but not be limited to those
enumerated on Exhibit A hereto. The personnel providing these services may be
your employees or employees of your affiliates or of other organizations. You
shall make periodic reports to the Fund's Board of Trustees in the performance
of your obligations under this Agreement and the execution of your duties
hereunder is subject to the general control of the Board of Trustees.
(b) It is understood that you will from time to time
employ, subcontract with or otherwise associate with yourself, entirely at your
expense, such persons as you believe to be particularly fitted to assist you in
the execution of your duties hereunder. While this agreement is in effect, you
or persons affiliated with you, other than us ("your affiliates"), will provide
persons satisfactory to our Board of Trustees to be elected or appointed
officers or employees of our corporation. These shall be a president, a
secretary, a treasurer, and such additional officers and employees as may
reasonably be necessary for the conduct of our business.
(c) At your own expense, you or your affiliates will
also provide persons, who may be our officers, to (i) supervise the performance
of bookkeeping and related services and calculation of net asset value and yield
by our bookkeeping agent and (ii) prepare reports to and the filings with
regulatory authorities, and (iii) perform such clerical, other office and
shareholder services for us as we may from time to time request of you. Such
personnel may be your employees or employees of your affiliates or of other
organizations. Notwithstanding the preceding, you shall not be required to
perform any accounting services not expressly provided for herein. We shall not
bear or pay any costs in respect of any services performed for us by officers of
New England Investment Companies, Inc., your general partner, or officers of
your affiliates.
(d) You or your affiliates will also furnish us such
administrative and management supervision and assistance and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the requirements of any regulatory authority to which you may be
subject. You or your affiliates will also pay the expenses of promoting the sale
of our shares (other than the costs of preparing, printing and filing our
Registration Statement, printing copies of the prospectus contained therein and
complying with other applicable regulatory requirements), except to the extent
that we are permitted to bear such expenses under a plan adopted pursuant to
Rule 12b-1 under the 1940 Act or a similar rule.
3. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our security
holders by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.
4. In consideration of the foregoing, each Portfolio will pay
you a fee of .05% of the Portfolio's average daily net assets. Your fee will be
accrued by us daily, and will be payable on the last day of each calendar month
for services performed hereunder during that month or on such other schedule as
we may agree in writing. You may use any portion of this fee for
distribution of our shares, or for making payments to organizations whose
customers or clients are our stockholders. You may waive your right to any fee
to which you are entitled hereunder, provided such waiver is delivered to us in
writing.
5. This Agreement will become effective on the date hereof and
shall continue in effect until March 31, 2001 and thereafter for successive
twelve-month periods (computed from each April 1st), provided that such
continuation is specifically approved at least annually by our Board of Trustees
and by a majority of those of our directors who are neither party to this
Agreement nor, other than by their service as directors of the corporation,
interested persons, as defined in the 1940 Act, of any such person who is party
to this Agreement. With respect to each Portfolio, this Agreement may be
terminated at any time, without the payment of any penalty, (i) by vote of a
majority of the outstanding voting securities of each respective Portfolio
voting separately, as defined in the 1940 Act, or (ii) by a vote of a majority
of our entire Board of Trustees, on sixty days' written notice to you, or by you
on sixty days' written notice to us.
6. This Agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you. The terms "transfer", "assignment" and "sale" as used in this
paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission.
7. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
8. This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions of the 1940 Act.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
INSTITUTIONAL DAILY INCOME FUND
U.S. Treasury Portfolio
Money Market Portfolio
Municipal Portfolio
By:/s/Xxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxx X. Xxxx
Title: Secretary
ACCEPTED: October 30, 2000
XXXXX & XXXX ASSET MANAGEMENT L.P.
By: XXXXX & TANG ASSET MANAGEMENT, INC.,
General Partner
By:/s/Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Executive Vice President
Exhibit A
Administration Services To Be Performed
Xxxxx & Xxxx Asset Management L.P.
Administration Services
1. In conjunction with Fund counsel, prepare and file all
Post-Effective Amendments to the Registration Statement, all
state and federal tax returns and all other required
regulatory filings.
2. In conjunction with Fund counsel, prepare and file all Blue
Sky filings, reports and renewals.
3. Coordinate, but not pay for, required Fidelity Bond and
Trustees and Officers Insurance (if any) and monitor their
compliance with Investment Company Act.
4. Coordinate the preparation and distribution of all materials
for Trustees, including the agenda for meetings and all
exhibits thereto, and actual and projected quarterly
summaries.
5. Coordinate the activities of the Fund's Manager, Custodian,
Legal Counsel and Independent Accountants.
6. Prepare and file all periodic reports to shareholders and
proxies and provide support for shareholder meetings.
7. Monitor daily and periodic compliance with respect to all
requirements and restrictions of the Investment Company Act,
the Internal Revenue Code and the Prospectus.
8. Monitor daily the Fund's bookkeeping services agent's
calculation of all income and expense accruals, sales and
redemptions of capital shares outstanding.
9. Evaluate expenses, project future expenses, and process
payments of expenses.
10. Monitor and evaluate performance of accounting and accounting
related services by Fund's bookkeeping services agent. Nothing
herein shall be construed to require you to perform any
accounting services not expressly provided for in this
Agreement.