Form of
AMENDED AND RESTATED
SHAREHOLDER SERVICING AGREEMENT
DAILY INCOME FUND
(the "Fund")
U.S. Treasury Portfolio
Money Market Portfolio
Municipal Portfolio
U.S. Government Portfolio
(the "Portfolios")
Institutional Service Class
Investor Class
Short Term Income Shares Class
Retail Class
Investor Service Class
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 30, 2000
amended and restated
July 20, 2006 and
May 22, 2007
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 Amended and Restated 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 Institutional Service Class,
Investor Class, Short Term Income Shares Class, Retail Class and Investor
Service Class shares of each Portfolio (with the exception that the U.S.
Government Portfolio does not currently offer a Short Term Income Shares Class).
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 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 for providing Shareholder Services to the
Institutional Service Class, Investor Class, Short Term Income Shares Class,
Retail Class and Investor Service Class 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 each Portfolio is 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, 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 Institutional Service Class, Investor Class,
Short Term Income Shares Class, Retail Class and Investor Service Class 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 became effective on October 30, 2000, and continued in
effect until March 31, 2001, and thereafter for successive twelve-month periods
(computed from each April 1st), 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. 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 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 a vote of a majority of the outstanding voting securities
of each class of each Portfolio's, as defined in the Act, or (b) by you on sixty
days' written notice to us.
2
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 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.
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,
DAILY INCOME FUND
U.S. Treasury Portfolio
Money Market Portfolio
Municipal Portfolio
U.S. Government Portfolio
By:
Name:
Title:
ACCEPTED: October 30, 2000,
amended and restated
July 20, 2006 and May 22, 2007
XXXXX & XXXX DISTRIBUTORS, INC.
By:
Name:
Title:
