EXPENSE LIMITATION AGREEMENT
among
INSTITUTIONAL DAILY INCOME FUND
and
XXXXX & XXXX ASSET MANAGEMENT, LLC
and
XXXXX & TANG DISTRIBUTORS, INC.
This EXPENSE LIMITATION AGREEMENT, dated as of July 20, 2006, by and
among the Institutional Daily Income Fund (the "Fund"), on behalf of its Money
Market Portfolio, U.S. Treasury Portfolio, Municipal Portfolio and U.S.
Government Portfolio (and together, the "Portfolios"), with respect to certain
classes of the Portfolios, the Institutional Class, the Institutional Service
Class, Investor Class, Short Term Income Shares Class, Retail Class, Pinnacle
Class and Xxxxxxxxx Class (and together, the "Classes"), Xxxxx & Tang Asset
Management, LLC (the "Manager") and Xxxxx & Xxxx Distributors, Inc. (the
"Distributor").
WITNESSETH:
WHEREAS, the Distributor serves as the principal underwriter
to each portfolio of the Fund pursuant to an Amended and Restated Distribution
Agreement between the Distributor and the Fund, on behalf of its Portfolios,
with respect to the Classes, dated as of October 30, 2000, and amended and
restated on July 20, 2006 and September 21, 2006 (with respect to the Xxxxxxxxx
Class, the Distribution Agreement is dated as of July 20, 2006);
WHEREAS, the Distributor performs all personal shareholder
servicing and related maintenance of shareholder account functions not performed
by the Fund's transfer agent pursuant to a Shareholder Servicing Agreement with
the Fund, on behalf of its Portfolios, with respect to the Classes, dated
October 30, 2000, as amended and restated on July 20, 2006(the Institutional
Class and the Pinnacle Class are not parties to any Shareholder Servicing
Agreement and with respect to the Xxxxxxxxx Class, the Shareholder Servicing
Agreement is dated as of July 20, 2006);
WHEREAS, the Manager serves as investment manager to each
portfolio of the Fund pursuant to an Investment Management Contract between the
Manager and the Fund, on behalf of its Portfolios, dated as of October 30, 2000,
as amended on July 20, 2006;
WHEREAS, the parties to this Agreement wish to provide for an
undertaking by the Distributor and the Manager to limit distribution,
shareholder servicing, and investment management fees or reimburse expenses of
each of the
Portfolios of the Fund in order to ensure the Classes are
competitive in the marketplace.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
The Manager and Distributor hereby agree to limit the fees payable to
them pursuant to the Distribution Agreement, Shareholder Servicing Agreement and
Investment Management Contract, on behalf of the Portfolios, in order to
maintain the total annual fund operating expenses of the Portfolios to not more
than the amounts set forth on Exhibit A (the "Expense Cap Amounts"); provided,
however, that the Manager will only be required to limit its fees pursuant to
this Expense Limitation Agreement to the extent that any waiver of fees by the
Distributor under the Distribution Agreement and Shareholder Servicing Agreement
is not sufficient to maintain the Expense Cap Amounts.
This Agreement is effective on August 1, 2006, and shall remain in
effect until July 31, 2007.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized, as of the day and year
first above written.
INSTITUTIONAL DAILY INCOME FUND,
Money Market Portfolio
U.S. Treasury Portfolio
Municipal Portfolio
U.S. Government Portfolio
By:
--------------------------------
Name:
Title:
XXXXX & TANG ASSET MANAGEMENT, LLC
By:
--------------------------------
Name:
Title:
XXXXX & XXXX DISTRIBUTORS, INC.
By:
--------------------------------
Name:
Title:
EXHIBIT A
Amended and Restated on October 16, 2006
INSTITUTIONAL DAILY INCOME FUND
NAME OF PORTFOLIO TOTAL ANNUAL OPERATING EXPENSES
Money Market Portfolio 0.20% Institutional Class
0.45% Institutional Service Class
0.65% Investor Class
0.94% Short Term Income Shares Class
1.00% Retail Class
0.20% Pinnacle Class
U.S. Treasury Portfolio 0.20% Institutional Class
0.45% Institutional Service Class
0.65% Investor Class
0.90% Short Term Income Shares Class
1.00% Retail Class
0.20% Pinnacle Class
Municipal Portfolio 0.20% Institutional Class
0.45% Institutional Service Class
0.65% Investor Class
0.76% Short Term Income Shares Class
1.00% Retail Class
1.00% Xxxxxxxxx Class
.20% Pinnacle Class
U.S. Government Portfolio 0.20% Institutional Class
0.45% Institutional Service Class
0.65% Investor Class
0.85% Short Term Income Shares Class
1.00% Retail Class
