NOVATION OF MANAGEMENT
AGREEMENT
XXXXXXXXX XXXXXX INTERMEDIATE
MUNICIPAL FUND INC.
This Novation of Management Agreement
("Novation") is entered into as of the 1st day of
January, 2016 by and among Xxxxxxxxx Xxxxxx
Management LLC, a Delaware limited liability
company ("NB Management"), Xxxxxxxxx Xxxxxx
Investment Advisers LLC, a Delaware limited
liability company ("NBIA"), and Xxxxxxxxx
Xxxxxx Intermediate Municipal Fund Inc., a
Maryland corporation (the "Fund").
WITNESSETH:
WHEREAS, the Fund has retained NB
Management to furnish investment advisory and
portfolio management services to the Fund pursuant
to a Management Agreement, dated May 13, 2009,
by and between NB Management and the Fund (the
"Management Agreement");
WHEREAS, NB Management and NBIA are
registered with the Securities and Exchange
Commission as investment advisers under the
Investment Advisers Act of 1940, as amended;
WHEREAS, NB Management, NBIA and the
Fund desire that NBIA be substituted for NB
Management under the Management Agreement in
a transaction that does not result in a change of
actual control or management of the adviser to the
Fund in accordance with Rule 2a-6 under the
Investment Company Act of 1940, as amended (the
"1940 Act"), and is therefore not an "assignment"
for purposes of Section 15(a)(4) of the 1940 Act;
and
WHEREAS, NB Management desires to effect
a novation of the Management Agreement so that
NBIA is substituted for NB Management as a party
to such agreement and NB Management is released
from its obligations under the Management
Agreement, NBIA desires to accept the novation
thereof, and the Fund desires to consent to such
novation.
NOW, THEREFORE, in consideration of the
mutual covenants contained herein, the parties
hereto agree as follows:
1. Novation and Acceptance. Subject to
the terms and conditions contained herein, NB
Management hereby effects a novation of the
Management Agreement to substitute NBIA for NB
Management as a party to such agreement, and the
Fund hereby consents to such Novation and hereby
releases NB Management from all of its duties and
obligations under the Management Agreement, and
NBIA hereby accepts the Novation and hereby
releases NB Management from all of its duties and
obligations under the Management Agreement and
assumes all rights, duties and obligations of NB
Management under the Management Agreement.
2. Term. The Novation shall become
effective as of the date hereof and shall extend for
so long as the terms specified in Section 11 of the
Management Agreement are satisfied or until
terminated in accordance with the Management
Agreement.
3. No Termination. The parties agree
that the Novation shall not constitute an
"assignment" of the Management Agreement for
purposes of Section 12 of the Management
Agreement or the 1940 Act, and that the
Management Agreement, as so novated, shall
remain in full force and effect after the Novation.
4. Technical Amendment. The parties
agree that all references in the Management
Agreement to NB Management shall hereby be
changed to NBIA.
5. Execution in Counterparts. This
Novation Agreement may be executed in multiple
counterparts and all counterparts so executed will
constitute one and the same agreement binding on
all of the parties.
IN WITNESS WHEREOF, the parties hereto
have caused this Novation of Management
Agreement to be signed by their respective officers
thereunto authorized, as of the day and year first
above written.
XXXXXXXXX XXXXXX MANAGEMENT LLC
By:/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: President
XXXXXXXXX XXXXXX INVESTMENT
ADVISERS LLC
By:/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
XXXXXXXXX XXXXXX INTERMEDIATE
MUNICIPAL FUND INC.
By:/s/ Xxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Operating Officer
DC-9965893
