INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of August 29, 1992, between Xxxx Xxxxx Tax-Free
Income Fund, a Massacusetts business trust ("Trust"), on behalf of Xxxx Xxxxx
Tax- Free Intermediate-Term Income Trust, a series of shares of beneficial
interest of the Trust ("Fund"), and Xxxx Xxxxx Fund Adviser, Inc. ("Fund
Adviser"), a Maryland corporation registered as an investment adviser under the
Investment Advisers Act of 1940, as amended.
WHEREAS the Trust has appointed Fund Adviser as investment adviser and
administrator for each series of shares of beneficial interest of the Trust as
now exists and as hereafter may be established, pursuant to an Investment
Advisory and Administration Contract dated March 25, 1991 between the Trust and
Fund Adviser ("Advisory Contract"); and
WHEREAS the Fund has been established as a new series of shares of the
Trust;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. For the services provided and the expenses assumed pursuant to the
Advisory Contract with respect to the Fund, the Fund will pay to Fund Adviser a
fee, computed daily and paid monthly, at an annual rate of 0.55% of the Fund's
average daily net assets.
2. This Fee Agreement shall be subject to all terms and conditions of
the Advisory Contract.
3. This Fee Agreement shall become effective upon the date hereabove
written, provided that it shall not take effect unless it has first been
approved (i) by a vote of a majority of those Trustees of the Trust who are not
parties to this Fee Agreement or the Advisory Contract or interested persons of
any such persons at a meeting called for the purpose of such approval and (ii)
by vote of a majority of the Fund's outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first above
written.
Xxxx Xxxxx Tax-Free Income Fund
By: /s/ Xxxxx X. Xxxxxxxxx
Xxxx Xxxxx Fund Adviser, Inc.
By: /s/ Xxxx X. Xxxxxx
