SHAREHOLDER SERVICING
AGREEMENT
FLORIDA DAILY MUNICIPAL INCOME FUND
CLASS A SHARES
(the "Fund")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
, 1996
Xxxxx & Xxxx Distributors L.P. ("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 9"Plan") under the
Investment Company Act of 1940, as amended (the "Act"), to provide the services
listed below on behalf of the Class A Shares. 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, except that we will pay for (i)
telecommunications expenses, including the cost of dedicated lines and CRT
terminals, incurred by the Distributor and Participating Organizations in
rendering such services to the Class A Shareholders, and (ii) preparing,
printing and delivering our prospectus to existing shareholders and preparing
and printing subscription application forms for shareholder accounts.
3. You may make payments from time to time from your own resources,
including the fee payable hereunder and past profits to compensate Participating
Organizations, for providing Shareholder Services to the Class A 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 Trustees 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 to the Manager under the Investment
Management Contract, the Administrative Services Agreement, 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, we will pay you a service fee as
defined by Article III, Section 26(b)(9) of the Rules of Fair Practice, as
amended, of the National Association of Securities Dealers, Inc. at the annual
rate of one quarter of one percent (0.25%) of the Fund's Class A Share'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 thereafter
for successive twelve-month periods (computed from each ___________), provided
that such continuation is specifically approved at least annually by vote of our
Board of Trustees and of a majority of those of our trustees 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, (i) by vote of a majority of our entire Board of Trustees, and by a
vote of a majority of our Trustees 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's Class A Shares, as
defined in the Act, on sixty days' written notice to you, or (iii) by you on
sixty days' written notice to us.
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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 or the right of any officers or directors of Xxxxx & Xxxx
Asset Management, Inc., your general partner, who may also be a trustee, 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,
FLORIDA DAILY MUNICIPAL INCOME FUND
CLASS A SHARES
By:
ACCEPTED: , 1996
XXXXX & TANG DISTRIBUTORS L.P.
By: XXXXX & XXXX ASSET MANAGEMENT, INC.,
as General Partner
By:
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