AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT is made as
of July 20, 2006, by and between INSTITUTIONAL DAILY INCOME FUND, a
Massachusetts business trust (the "Fund"), on behalf of the U.S. Treasury
Portfolio, Money Market Portfolio, and the Municipal Portfolio and XXXXX & XXXX
DISTRIBUTORS, INC., (the "Manager").
W I T N E S S E T H
WHEREAS, the Fund and the Manager are parties to an
Administrative Services Agreement dated as of October 30, 2000 (the "Management
Contract"), pursuant to which the Manager serves as the administrator for the
fund's portfolios; and
WHEREAS, the Fund and Manager desire to amend the
Administrative Services Agreement to render such services to the U.S. Government
Portfolio of the Fund; and
WHEREAS, all references to the defined term "Portfolio" in the
Administrative Services Agreement shall now include the U.S. Government
Portfolio; and
WHEREAS, the Administrative Services Agreement, as expressly
amended hereby, shall continue in full force and effect.
NOW, THEREFORE, the parties hereby agree as follows:
Paragraph 5 of the Administrative Services Agreement is hereby
amended to include the following text after the last sentence:
"With respect to the U.S. Government Portfolio only, this
Agreement will become effective July 20, 2006 and shall
continue in effect until March 31, 2008 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."
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT as of the day and year first
above written.
INSTITUTIONAL DAILY INCOME FUND
By:/s/Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:Secretary
XXXXX & TANG DISTRIBUTORS, INC.
By:/s/Xxxxxxx Xx Xxxxxxx
Name:Xxxxxxx Xx Xxxxxxx
Title:Executive Vice President
and Chief Fianancial
Officer