SHAREHOLDER SERVICING
                                    AGREEMENT

                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
                                 CLASS A SHARES
                                  (the "Fund")

                                600 Fifth Avenue
                            New York, New York 10020


                                                                          , 1998

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, as
amended,  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 A Shares.  You will perform,  or arrange for
others  including  organizations  whose customers or clients are shareholders of
our corporation (the  "Participating  Organizations")  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  we  will  pay  for  (i)
telecommunications  expenses,  including  the cost of  dedicated  lines  and CRT
terminals,  incurred  by the  Distributor  and  Participating  Organizations  in
rendering  such  services  to the  Class A  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
Participating  Organizations for providing  Shareholder  Services to the Class A
Shareholders of the Fund. Payments to Participating  Organizations to compensate
them for 
<PAGE>

providing  Shareholder Services are subject to compliance by them with the terms
of written agreements  satisfactory to our Board of Directors to be entered into
between the Distributor  and the  Participating  Organizations.  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 we are required to pay either to the  Distributor
under this 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 will pay you a service
fee, as defined by Article III,  Section 26(b)(9) of the Rules of Fair Practice,
as amended,  of the National  Association  of  Securities  Dealers,  Inc. at the
annual rate of two-tenths  of one percent  (0.20%) of the Fund's Class A Share's
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 will remain
in effect  thereafter for successive  twelve-month  periods  (computed from each
___________),  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 
<PAGE>

Class A 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,



                                            CONNECTICUT DAILY TAX FREE INCOME
                                              FUND, INC.
                                            CLASS A SHARES

                                       By:


ACCEPTED:  ______________, 1998


REICH & TANG DISTRIBUTORS, INC.


By: