W I T N E S S E T H:

                 AMENDMENT TO THE INVESTMENT MANAGEMENT CONTRACT


                THIS AMENDMENT TO THE INVESTMENT MANAGEMENT CONTRACT is made as
of April 24, 2003, by and between DELAFIELD FUND, INC., a Maryland corporation
(the "Fund") and XXXXX & XXXX ASSET MANAGEMENT, LLC, (the "Manager").


                              W I T N E S S E T H:


                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 manager for the Fund; and

                WHEREAS, the Fund's shareholders have approved an amendment to
the Fund's Rule 12b-1 Distribution and Service Plan implementing an annual
service fee of 0.25% of average daily net assets pursuant to a Shareholder
Servicing Agreement; and

                WHEREAS, the Fund and Manager desire to amend the Management
Contract to reflect a modification of the fee payable by the Fund to the Manager
under such contract.

                 NOW, THEREFORE, the parties hereby agree as follows:

                 1.  The first sentence of Paragraph 5 of the Management
Contract is hereby amended to read as follows:


                           In  consideration  of the  foregoing we will pay you
                  a fee at the annual rate of 0.80% on the first $250 million of
                  net assets of the Fund; 0.75% on the next $250 million of net
                  assets of the Fund; and 0.70% on all net assets of the Fund
                  over $500 million.


                 2.  The Management Contract, as expressly amended hereby, shall
continue in full force and effect.

                 IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT TO THE INVESTMENT MANAGEMENT CONTRACT as of the day and year first
above written.

                                             DELAFIELD FUND, INC.



                                             By:/s/Xxxxxxx Xxxxxxx
                                             Name:Xxxxxxx Xxxxxxx
                                             Title:  Secretary

                                             XXXXX & XXXX ASSET MANAGEMENT, LLC


                                             By:/s/Xxxxxxx Xx Xxxxxxx
                                             Name:Xxxxxxx Xx Xxxxxxx
                                             Title:Executive V.P. and Chief
                                             Financial Officer