0001193125-13-155175 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 15th, 2013 • Daily Income Fund • Massachusetts

This Agreement and Plan of Reorganization (the “Agreement”) is made as of April 2, 2013, by and among HighMark Funds, a Massachusetts business trust (the “Trust”), on behalf of HighMark Treasury Plus Money Market Fund (the “Acquired Fund”), Daily Income Fund, a Massachusetts business trust (the “Acquiring Company”), on behalf of U.S. Treasury Portfolio (the “Acquiring Fund”) and, for purposes of Sections 9.1, 9.2 and 10.2 only, Reich & Tang Asset Management, LLC (the “Acquiring Adviser”) and HighMark Capital Management, Inc. (“HCM”). The capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

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FORM OF EXPENSE LIMITATION AGREEMENT between DAILY INCOME FUND, REICH & TANG ASSET MANAGEMENT, LLC And REICH & TANG DISTRIBUTORS, INC.
Expense Limitation Agreement • April 15th, 2013 • Daily Income Fund

This EXPENSE LIMITATION AGREEMENT, dated as of March 21, 2013, between Daily Income Fund (the “Fund”), on behalf of its Money Market Portfolio, U.S. Treasury Portfolio and U.S. Government Portfolio (together, the “Portfolios”), with respect to certain classes of the Portfolios, the Fiduciary Class and the Investor Select Class (together, the “Classes”), Reich & Tang Asset Management, LLC (the “Manager”) and Reich & Tang Distributors, Inc. (the “Distributor”).

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