EX-99.M 9 exhibit_m5.txt SHAREHOLDER SERVICING AGREEMENT NEW YORK DAILY TAX FREE INCOME FUND, INC. (the "Fund") CIBC World Markets New York Tax Exempt Fund Class Shares ("CIBC Shares") 600 Fifth Avenue New York, New York 10020 September 3, 2002 Reich & Tang Distributors, Inc. ("Distributor") 600 Fifth Avenue New York, New York 10020 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 CIBC Shares of the Fund. You will perform, or arrange for CIBC World Markets Corp. ("CIBC") 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 CIBC Shares will pay for (i) telecommunications expenses, including the cost of dedicated lines and CRT terminals, incurred by the Distributor and CIBC in rendering such services to the CIBC 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 CIBC for providing Shareholder Services to the CIBC Shares shareholders. Payments to CIBC to compensate it for providing Shareholder Services are subject to compliance by CIBC with the terms of the Domestic Proprietary Class Sub-Distribution and Service Agreement entered into between you and CIBC which has been approved by our Board of Directors. 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 CIBC Shares, is required to pay either to the Distributor under this Agreement or the Distribution Agreement or to Reich & Tang Asset Management, LLC (the "Manager"), the Fund's 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 CIBC 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 CIBC 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 April 30, 2003, and thereafter for successive twelve-month periods (computed from each May 1), 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 CIBC 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 2 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, NEW YORK DAILY TAX FREE INCOME FUND, INC. CIBC World Markets New York Tax Exempt Fund Class Shares By: /s/ Rosanne Holtzer ------------------------ Name: Rosanne Holtzer Title: Secretary ACCEPTED: September 3, 2002 REICH & TANG DISTRIBUTORS, INC. By: /s/ Richard De Sanctis ------------------------------- Name: Richard De Sanctis Title: CFO, Treasurer and Executive Vice President