SHAREHOLDER SERVICING
AGREEMENT
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 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 (which was re-executed on the date hereof)
became effective on 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.
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:
By:
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