SHAREHOLDER SERVICING
AGREEMENT
DELAFIELD FUND, INC.
(the "Fund")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx 00, 0000
Xxxxx & Xxxx Distributors, Inc. ("Distributor")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and
Service Plan, as amended, adopted by us in accordance with Rule 12b-1 (the
"Plan") under the Investment Company Act of 1940, as amended (the "Act"), to
provide the services listed below on behalf of the Fund. You will perform, or
arrange for others including organizations whose customers or clients are
shareholders of our corporation (the "Participating Organizations") to perform,
all personal shareholder servicing and related maintenance of shareholder
account functions ("Shareholder Services") not performed by us or our transfer
agent.
2. You will be responsible for the payment of all expenses
incurred by you in rendering the foregoing services.
3. You may make payments from time to time from your own
resources, including the fees payable hereunder and past profits to compensate
Participating Organizations for providing Shareholder Services to the Fund
shareholders of the Fund. Payments to Participating Organizations to compensate
them for providing Shareholder Services are subject to compliance by them with
the terms of written agreements satisfactory to our Board of Directors to be
entered into between the Distributor and the Participating Organizations. The
Distributor will in its sole discretion determine the amount of any payments
made by the Distributor pursuant to this Agreement, provided, however, that no
such payment will increase the amount which we are required to pay either to the
Distributor under this Agreement, or otherwise, or to the Manager under the
Investment Management Contract, the Administrative Services Contract, or
otherwise.
4. 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
shareholders 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.
5. In consideration of your performance, the Fund will pay
you a service fee, as defined by Rule 2830 of the Conduct Rules of the National
Association of Securities Dealers, Inc. at the annual rate of one-quarter of one
percent (0.25%) of the Fund'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 you
shall request of us in writing. You may waive your right to any fee to which you
are entitled hereunder, provided such waiver is delivered to us in writing.
6. This Agreement will become effective on the date hereof
and shall continue in effect for a twelve-month period from the effective date,
and thereafter for successive twelve-month periods, provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our directors who are not interested
persons (as defined in the Act) and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time, without the payment of any
penalty, (a) on sixty days' written notice to you (i) by a vote of a majority of
our Directors who are not interested persons (as defined in the Act) and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreement related to the Plan, or (ii) by vote of a majority of the
outstanding voting securities of the Fund, as defined in the Act, or (b) by you
on sixty days' written notice to us.
7. 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
thereunder.
8. Except to the extent necessary to perform your
obligations hereunder, nothing herein shall be deemed to limit or restrict your
right, the right of any of your employees, officers or directors, 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 another
corporation, firm, individual or association.
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,
DELAFIELD FUND, INC.
By: /s/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Secretary
ACCEPTED: April 24, 2003
XXXXX & XXXX DISTRIBUTORS, INC.
By: /s/Xxxxxxx Xx Xxxxxxx
Name: Xxxxxxx Xx Xxxxxxx
Title: Executive V.P. and Chief Financial Officer
