SHAREHOLDER SERVICING
AGREEMENT
DAILY INCOME FUND
(the "Fund")
Money Market Portfolio
(the "Portfolio")
Short Term Fund General Shares
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July 20, 2006
▇▇▇▇▇ & ▇▇▇▇ Distributors, Inc. ("Distributor")
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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 Short Term Fund General Shares of the Fund. You will
perform, or arrange for MetLife Securities, Inc. 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 Short Term Fund General
Shares will pay for (i) telecommunications expenses, including the cost of
dedicated lines and CRT terminals, incurred by the Distributor and MetLife
Securities, Inc. in rendering such services to the Short Term Fund General
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 MetLife
Securities, Inc. and its affiliates for providing Shareholder Services to the
Short Term Fund General Shares shareholders. Payments to MetLife Securities,
Inc. to compensate it for providing Shareholder Services are subject to
compliance by MetLife Securities, Inc. with the terms of the Private Class
Sub-Distribution and Service Agreement entered into between you and MetLife
Securities, Inc. 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 Short
Term Fund General 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 Short
Term Fund General 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 Short Term
Fund General 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, 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 Short Term Fund General
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
Short Term Fund General Shares
By:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary
ACCEPTED: July 20, 2006
▇▇▇▇▇ & ▇▇▇▇ DISTRIBUTORS, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer