XXXXXXXXX XXXXXX INTERMEDIATE MUNICIPAL FUND INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
September __, 2002
Xxxxxxxxx Xxxxxx Management Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Xxxxxxxxx Xxxxxx Intermediate Municipal Fund Inc. ("Fund"), a Maryland
corporation, has entered into a Management Agreement with you dated September
__, 2002. Under the Management Agreement, the Fund agrees to pay you a
management fee (the "Management Fee") payable on a monthly basis at the annual
rate of 0.25% of the Fund's average daily total assets minus liabilities other
than the aggregate indebtedness entered into for purposes of leverage ("Managed
Assets"). (The liquidation preference of any preferred shares issued by the Fund
is not a liability.)
In consideration of the Fund agreeing to enter into the Management
Agreement with you, you hereby agree to waive payment of a portion of the
Management Fee, according to the following schedule:
FISCAL PERIOD PERCENTAGE WAIVED (ANNUAL RATE AS A
ENDING OCTOBER 31, PERCENTAGE OF MANAGED ASSETS)
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2002.................................... 0.25%
2003.................................... 0.25%
2004.................................... 0.25%
2005.................................... 0.25%
2006.................................... 0.25%
2007.................................... 0.25%
2008.................................... 0.20%
2009.................................... 0.15%
2010.................................... 0.10%
2011.................................... 0.05%
You agree that the Fund will not be required to reimburse you for amounts
waived pursuant to this agreement. The Fund agrees to furnish or otherwise make
available to you such copies of its financial statements, reports, and other
information relating to its business and affairs as you may, at any time or from
time to time, reasonably request in connection with this Agreement.
This agreement is made and to be performed principally in the State of New
York, and except insofar as the Investment Company Act of 1940, as amended, or
other federal laws and regulations may be controlling, this agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York. Any amendment to this agreement shall be in writing
signed by the parties hereto.
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 INTERMEDIATE MUNICIPAL
FUND INC.
By:
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Title:
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The foregoing agreement is hereby accepted as of September __, 2002.
XXXXXXXXX XXXXXX MANAGEMENT INC.
By:
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Title:
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