SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX REAL ESTATE INCOME FUND INC.
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxxxxxx Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have entered into a Management Agreement with Xxxxxxxxx Xxxxxx Real
Estate Income 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 October 31, 2005
(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.
The foregoing is hereby accepted as of the date hereof.
Very truly yours,
XXXXXXXXX XXXXXX MANAGEMENT INC.
/s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx
Title: Senior Vice President
XXXXXXXXX XXXXXX, LLC
/s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
Title: Executive Vice President
Date: November 3, 2003
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