SHAREHOLDER SERVICING
AGREEMENT
DAILY INCOME FUND
(the "Fund")
Money Market Portfolio
(the "Portfolio")
money market Xpress fund Shares
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 20, 2006
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 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 money market Xpress fund Shares of the Fund. You
will perform, or arrange for optionsXpress, Inc. 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 the money
market Xpress fund Shares will pay for (i) telecommunications expenses,
including the cost of dedicated lines and CRT terminals, incurred by the
Distributor and optionsXpress, Inc. in rendering such services to the money
market Xpress fund Shares 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
optionsXpress, Inc. for providing Shareholder Services to the money market
Xpress fund Shares shareholders. Payments to optionsXpress, Inc. to compensate
it for providing Shareholder Services are subject to compliance by
optionsXpress, Inc. with the terms of the Private Class Sub-Distribution and
Service Agreement entered into between you and optionsXpress, Inc. which has
been approved by our Board of Trustees. 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 Fund, on behalf of the money market Xpress fund Shares, 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, the Fund, on
behalf of the money market Xpress fund Shares, 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 the Fund's money market Xpress fund 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 July 20, 2007, and thereafter for successive
twelve-month periods , 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, (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 vote of a majority
of the outstanding voting securities of the Fund's money market Xpress fund
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.
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,
Daily Income Fund
Money Market Portfolio
money market Xpress fund Shares
By: /s/Xxxxxxx Xxxxxxx
------------------
Name: Xxxxxxx Xxxxxxx
Title: Secretary
ACCEPTED: July 20, 2006
XXXXX & XXXX DISTRIBUTORS, INC.
By: /s/Xxxxxxx Xx Xxxxxxx
---------------------------
Name: Xxxxxxx Xx Xxxxxxx
Title:Executive Vice President and
Chief Financial Officer
