SHAREHOLDER SERVICING
AGREEMENT
DAILY INCOME FUND
(the "Fund")
Money Market Portfolio
(the "Portfolio")
Class M 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 Class M Shares of the Fund. You will perform, or
arrange for M Company 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 Class M
Shares will pay for (i) telecommunications expenses, including the cost of
dedicated lines and CRT terminals, incurred by the Distributor and M Company in
rendering such services to the Class M 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
M Company for providing Shareholder Services to the Class M Shares shareholders.
Payments to M Company to compensate it for providing Shareholder Services are
subject to compliance by M Company with the terms of the Private Class
Sub-Distribution and Service Agreement entered into between you and M Company
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 Class M 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 Class M 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
Class M 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 (computed from each July 21), 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 Class M 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
Class M 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
