SHAREHOLDER SERVICING
AGREEMENT
CLASS B SHARES OF
DELAFIELD FUND, INC.
(the "Fund")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
__________________, 1998
Xxxxx & Xxxx Distributors, Inc. ("Distributor")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and
Service Plan, 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. 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, 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 Fund.
Payments to Participating Organizations to compensate them for 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
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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 the Distribution 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.,
up to an annual rate of one quarter of one percent (0.25%) of the Fund's average
daily net assets to reimburse you for the cost you incur in providing the
services specified herein and to allow you to make payments to Participating
Organizations for providing such services. Your payment 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 payment 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
will remain in effect 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 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. 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 the Fund's shares, as defined in the
Act, or (b) 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, 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.
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,
DELAFIELD FUND, INC.
By:_______________________
ACCEPTED: , 1998
XXXXX & XXXX DISTRIBUTORS, INC.
By:__________________________
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SHAREHOLDER SERVICING
AGREEMENT
CLASS C SHARES OF
DELAFIELD FUND, INC.
(the "Fund")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
_____________________, 1998
Xxxxx & Xxxx Distributors, Inc. ("Distributor")
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and Service Plan,
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. 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, 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 Fund. Payments to
Participating Organizations to compensate them for 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
1
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 the Distribution 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., up to an
annual rate of one quarter of one percent (0.25%) of the Fund's average daily
net assets to reimburse you for the cost you incur in providing the services
specified herein and to allow you to make payments to Participating
Organizations for providing such services. Your payment 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 payment 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 will remain
in effect 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 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. 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 the Fund's shares, as defined in the Act, or
(b) 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, 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.
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,
DELAFIELD FUND, INC.
By:_______________________
ACCEPTED:______________, 1998
XXXXX & XXXX DISTRIBUTORS, INC.
By:____________________
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