AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT
THIS AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT 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, the Money
Market Portfolio, and the Municipal Portfolio and XXXXX & XXXX ASSET MANAGEMENT,
LLC (the "Manager").
WITNESSETH:
WHEREAS, the Fund and the Manager are parties to an Investment
Management Contract dated as of October 30, 2000 (the "Management Contract"),
pursuant to which the Manager serves as the investment manger for the Fund's
portfolios; and
WHEREAS, the Fund and Manager desire to amend the Management
Contract to render such investment management services to the U.S. Government
Portfolio of the Fund; and
WHEREAS, all references to the defined term "Portfolios" in
the Management Contract shall now include the U.S. Government Portfolio; and
WHEREAS, the Management Contract, as expressly amended hereby,
shall continue in full force and effect.
NOW, THEREFORE, the parties hereby agree as follows:
1. Paragraph 6 of the Management Contract 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 on 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 or by a majority
vote of the holders of the outstanding voting
securities of each respective Portfolio voting
separately, as defined in the 1940 Act and the rules
thereunder, and, in either case, 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. Upon the effectiveness of
this Agreement, it shall supersede all previous
Agreements between us covering the subject matter
hereof. 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 and the rules thereunder, 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."
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 the Portfolio, on behalf of the
Investor Class, Investor Service Class and Retail Class shares, is required to
pay either the Distributor under this Agreement of the Shareholder Servicing
Agreement or to the Manager under the Investment Management Contract, the
Administrative Services Agreement, or otherwise.
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT as of the day and year first above
written.
INSTITUTIONAL DAILY INCOME FUND
By:/s/Xxxxxxx Xxxxxxx
Name:Xxxxxxx Xxxxxxx
Title:Secretary
XXXXX & TANG ASSET MANAGEMENT, LLC
By:/s/Xxxxxxx Xx Xxxxxxx
Name:Xxxxxxx Xx Xxxxxxx
Title:Executive Vice President and Chief
Compliance Officer
