SUB-ACCOUNTING AGREEMENT
DAILY INCOME FUND
(THE "FUND")
This agreement (the "Agreement") is made as of July 8, 2008, between Xxxxx
& Xxxx Services, Inc. ("Xxxxx & Tang") and the Daily Income Fund with respect to
the Fund's Advantage Primary Liquidity Fund, Advantage Government Liquidity Fund
and Advantage Municipal Liquidity Fund Shares (collectively, the "Advantage
Shares") and the money market Xpress Fund Shares (the "Xpress Shares").
WHEREAS, the Fund is an open-end registered investment company;
WHEREAS, Xxxxx & Xxxx is the transfer agent for the Fund;
WHEREAS, Xxxxx & Tang has since November 1, 2006 with respect to the
Advantage Primary Liquidity Fund Shares, November 2, 2006 with respect to the
Advantage Government Liquidity Fund and Advantage Municipal Liquidity Fund
Shares, and June 19, 2007 with respect to the money market Xpress Fund Shares
provided certain sub-accounting services for the Advantage and Xpress Shares of
the Fund; and
WHEREAS, Xxxxx & Xxxx agrees to continue to provide or cause others to
provide these services for the Advantage and Xpress Shares of the Fund, subject
to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties hereby agree as follows:
1. SERVICES.
(a) Xxxxx & Tang hereby agrees to perform certain sub-accounting services
for the Fund's Advantage and Xpress Shares including, but not limited
to, the following:
A. Aggregate and process orders for the purchase, exchange, and/or
redemption of shares.
B. Provide beneficial owners with statements showing their positions
in the Fund.
C. Process dividend payments.
D. Make changes to shareholder records, including, but not limited
to, addressing changes in dividend plans (E.G., automatic
investment, dividend reinvestment).
E. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders
for all purchases, redemptions and other confirmable transactions
as agreed upon with the Fund.
F. Forward shareholder communications, such as proxies, shareholder
reports, dividend and tax monies and updating prospectuses to
beneficial owners.
The parties agree and acknowledge that the services to be performed under
this Agreement are non-distribution services and are not intended to be
performed nor will they be performed in order to result in the sale of Fund
shares, nor are such services intended to be covered by the term "service fee"
as defined in the FINRA Conduct Rules.
(b) Each party acknowledges that Xxxxx & Xxxx may in its sole discretion,
from time to time, employ, appoint, subcontract with or otherwise
associate itself, entirely at its expense, such persons as Xxxxx &
Tang believes to be particularly fitted to perform, or assist in its
performance of, its duties under this Agreement, including financial
intermediaries whose customers are the beneficial owners of Advantage
or Xpress Shares of the Fund; provided, however, that such actions
will not relieve Xxxxx & Xxxx of any of its obligations or liabilities
hereunder.
2. FEES. For providing the services set forth in this Agreement, the Fund will
pay Xxxxx & Tang a sub-accounting fee of up to 0.10% per annum of the
average daily net assets of the Fund's Advantage and Xpress Shares. This
fee will be accrued by the Fund daily, and will be payable monthly.
3. REPRESENTATIONS OF XXXXX & XXXX. Xxxxx & Xxxx represents and warrants to
the Fund that:
X. Xxxxx & Tang is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its
business as now conducted, to enter into this Agreement, and to
perform its obligations hereunder; and
B. This Agreement has been duly authorized, executed and delivered
by Xxxxx & Xxxx, constitutes a valid and legally binding
obligation of Xxxxx & Tang, enforceable in accordance with its
terms, and there is no statute, regulation, rule, order or
judgment binding on it, and no provision of its charter or
by-laws, nor of any mortgage, indenture, credit agreement or
other contract binding on it or affecting its property, which
would prohibit its execution or performance of this Agreement;
and
C. It has and will continue to take commercially reasonable steps to
have access to the necessary facilities, equipment and personnel
to perform its duties and obligations under this Agreement.
4. REPRESENTATIONS OF THE FUND. The Fund represents and warrants to Xxxxx &
Tang that:
A. The Fund is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its
business as now conducted, to enter into this Agreement, and to
perform its obligations hereunder; and
B. This Agreement has been duly authorized, executed and delivered
by the Fund, approved by a resolution of its board, constitutes a
valid and legally binding obligation of the Fund, enforceable in
accordance with its terms, and there is no statute, regulation,
rule, order or judgment binding on it, and no provision of its
charter or by-laws, nor of any mortgage, indenture, credit
agreement or other contract binding on it or affecting its
property, which would prohibit its execution or performance of
this Agreement.
5. CONFIDENTIALITY. Except as otherwise provided under this Agreement, all
notifications, reports, books, records, data and other information supplied
by one party to the other in connection with this Agreement shall remain
the property of the party supplying such information and, except as
otherwise provided hereunder, shall be kept confidential by the other
party; provided, however, that copies of any such information may be
retained by a party to the extent required by applicable law, court order,
or the reasonable internal polices of a party.
6. LIABILITY AND INDEMNIFICATION. Xxxxx & Xxxx shall be under no liability to
the Fund except for any obligations expressly assumed by Xxxxx & Tang
hereunder. The parties (as the case may be, each an "Indemnifying Party")
agree to and will indemnify and hold the others (in each case, the
"Indemnified Party") harmless from and against any and all direct and
indirect claims, damages, losses, liabilities, or expenses (including
without limitation reasonable attorneys' fees) resulting from (a) any
breach by the Indemnifying Party of any representation, warranty or
agreement contained in this Agreement, or (b) the willful misconduct or
negligence, as measured by industry
standards, of the Indemnifying Party, its officers, employees or agents, in
the performance of, or failure to perform, its obligations under this
Agreement, PROVIDED, HOWEVER, that the Indemnifying Party will not be
liable for indemnification hereunder to the extent that any claim, damage,
loss, liability, or expense results from a breach of this Agreement by an
Indemnified Party or the willful misconduct or negligence, as measured by
industry standards, of an Indemnified Party, its officers, employees or
agents. The provisions of this paragraph 6 shall survive termination of
this Agreement.
7. INDEPENDENT CONTRACTOR. The parties agree that neither party is acting in
the capacity of an agent for the other under this Agreement. This
relationship is that of an independent contractor, and the parties shall
not be deemed to be partners or joint venturers. Neither party shall have
the authority to make representations, commitments, or contracts on behalf
of the other and neither party will hold itself out as possessing such
authority. Neither party will make, publish or distribute any advertisement
or marketing material utilizing the name, trademarks, logos, service marks,
trade names or abbreviations of the other without such party's written
consent.
8. NOTICES. All notices required by this Agreement shall be in writing and
delivered personally or sent by first class mail unless otherwise agreed.
All such notices and other communications shall be made:
if to Xxxxx & Xxxx:
Xxxxx & Tang Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxxxxxx
if to Fund:
Daily Income Fund
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxx Xxxxx
cc: Xxxx, Xxxxxxxx Xxxxxxxx & Xxxxxx LLP
Park Avenue Tower
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
9. NONEXCLUSIVITY. Each party acknowledges that the other may enter into
agreements similar to this Agreement with other parties for the performance
of services similar to those to be provided under this Agreement, unless
otherwise agreed to in writing by the parties.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties as to the subject matter hereof, and supersedes, as of the date
hereof, any and all agreements, representations and warranties, written or
oral, regarding such subject matter made prior to the time at which this
Agreement has been executed and delivered by Xxxxx & Xxxx and the Fund.
11. NO WAIVER. The failure of either party to insist upon exercising any right
under this Agreement shall not to any extent preclude such party from
asserting or relying upon such right in any other instance.
12. AMENDMENT. This Agreement may be amended only by a writing executed by each
party hereto that is to be bound by such amendment.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted under
the laws of the State of New York.
14. TERMINATION. This Agreement may be terminated at any time by either party
hereto upon sixty (60) days' prior written notice to the other party
hereto; provided, however, that this Agreement will terminate automatically
in the event Xxxxx & Tang is no longer the transfer agent of the Fund.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
XXXXX & XXXX SERVICES, INC. DAILY INCOME FUND
By: /s/ Xxxxxxx XxXxxxxxx By:/s/ Xxxxxxxxx Xxxxx
------------------------ ---------------------
Name: Xxxxxxx XxXxxxxxx Name: Xxxxxxxxx Xxxxx
Title: Executive Vice President and Title: Secretary
Chief Operations Officer
