SHAREHOLDER SERVICING
AGREEMENT
SHORT TERM INCOME FUND, INC.
Money Market Portfolio
U.S. Government Portfolio
Class A Shares
(the "Portfolios")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 30, 2000
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 Class A Shares of each Portfolio. 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 each Portfolio 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 fees payable hereunder and past profits to compensate
Participating Organizations
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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 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 each Portfolio is 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, each Portfolio 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 each Portfolio's Class A Shares' 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 until August 31, 2001, and thereafter for successive
twelve-month periods (computed from each September 1), 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.
With respect to each Portfolio, this Agreement may be terminated at any time
without the payment of any penalty, (a) on sixty days' written notice to you (i)
by vote of a majority of our entire Board of Directors, and 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 each Portfolio's Class A Shares, 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.
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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.
9. The provisions of this Agreement are severable with respect to each
Portfolio covered by this Agreement.
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,
SHORT TERM INCOME FUND, INC.
Money Market Portfolio
U.S. Government Portfolio
Class A Shares
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
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