FEE WAIVER AGREEMENT
Xxxx Xxxxx Fund Adviser, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxx Xxxxx Income Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Xxxxx Investment Grade Income Portfolio - Fee Waiver/Expense Agreement
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Ladies and Gentlemen:
Xxxx Xxxxx Fund Adviser, Inc. ("LMFA") hereby agrees that it will waive
its compensation (and, to the extent necessary, bear other expenses) through
April 30, 2006, to the extent that expenses of each class of Xxxx Xxxxx
Investment Grade Income Portfolio of Xxxx Xxxxx Income Trust, Inc. (the
"Fund") (exclusive of taxes, interest, brokerage and extraordinary expenses)
would exceed an annual rate of 1.00% for Primary Class and 0.50% for
Institutional Class.
For purposes of determining any such waiver or expense reimbursement,
expenses of a class of the Fund shall not reflect the application of any
custodial, transfer agency or other credits or expense offset arrangements
that may reduce the portfolio's expenses or arrangements with any
broker-dealer to apply a portion of the commission or xxxx-up on any
portfolio trade to the payment of any of the portfolio's other expenses.
If on any day during which LMFA is the investment manager, the estimated
annualized operating expenses of the Fund for that day are less than the
operating expense limit described above, LMFA shall be entitled to
reimbursement by the Fund of the investment management fees waived or reduced
and other payments remitted by LMFA on behalf of the Fund pursuant to this
expense limitation (the "Reimbursement Amount") during any of the previous
thirty-six (36) months, to the extent that the Fund's annualized operating
expenses plus the amount so reimbursed is less than or equals, for such day,
the operating expense limit provided for above, provided that such amount
paid to LMFA will in no event exceed the total Reimbursement Amount and will
not include any amounts previously reimbursed.
We understand that you will rely on this agreement in accruing the Fund's
expenses for purposes of calculating its net asset value per share, and for
other purposes, in the preparation and filing of the Securities and Exchange
Commission Form N-1A Registration Statement for the Fund, and we expressly
permit you to do so.
Agreed and Accepted:
Xxxx Xxxxx Fund Adviser, Inc. Xxxx Xxxxx Income Trust, Inc.
By: By:
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Xxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
President Vice President and Treasurer
