SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
September __, 2002
Xxxxxxxxx Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have entered into a Management Agreement with Xxxxxxxxx Xxxxxx
Intermediate Municipal Fund Inc. ("Fund") pursuant to which we are to act as
investment adviser to the Fund. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish us with
such investment recommendations and research information, of the
same type as that which you from time to time provide to your
employees for use in managing client accounts, all as we shall
reasonably request. In the absence of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or of
the reckless disregard of your duties and obligations hereunder,
you shall not be subject to liability for any act or omission or
any loss suffered by the Fund or its security holders in
connection with the matters to which this Agreement relates.
2. In consideration of your agreements set forth in paragraph 1
above, we agree to pay you on the basis of direct and indirect
costs to you of performing such agreements. Indirect costs shall
be allocated on a basis mutually satisfactory to you and to us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a)(4) and 2(a)(42),
respectively, of the Investment Company Act of 1940, as amended.
This Agreement shall terminate automatically in the
event of its assignment, or upon termination of the Management
Agreement between the Fund and the undersigned.
This Agreement may be terminated at any time, without
the payment of any penalty, (a) by the Directors of the Fund or by
vote of a majority of the outstanding securities of the Fund or by
the undersigned on not less than sixty days' written notice
addressed to you at your principal place of business; and (b) by
you, without the payment of any penalty, on not less than thirty
nor more than sixty days' written notice addressed to the Fund and
the undersigned at the Fund's principal place of business.
This Agreement shall remain in full force and effect
until June 30, 2004 (unless sooner terminated as provided above)
and from year to year thereafter only so long as its continuance
is approved in the manner required by the Investment Company Act
of 1940, as from time to time amended.
If you are in agreement with the foregoing, please
sign the form of acceptance on the enclosed counterpart hereof and
return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
---------------------------------
President
The foregoing is hereby accepted as
of the date first above written.
XXXXXXXXX XXXXXX, LLC
By:
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