SUB-ADVISORY AGREEMENT
XXXXXXXXX & XXXXXX MANAGEMENT INCORPORATED
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
July 2, 1993
Xxxxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have entered into a Management Agreement with Income
Managers Trust ("Managers Trust"), with respect several of its series
("Series"), as set forth in Schedule A hereto, pursuant to which we are to
act as investment adviser to such Series. 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 partners and
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 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 any Series 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 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
Managers Trust and the undersigned.
This agreement may be terminated at any time, without the
payment of any penalty, (a) with respect to any Series by the Trustees of
Managers Trust or by vote of a majority of the outstanding voting
securities of such Series or by the undersigned on not less than thirty
nor more 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 Managers Trust and the undersigned at Managers Trust's
principal place of business.
This Agreement shall remain in full force and effect with
respect to each Series listed in Schedule A on the date hereof through
July 2, 1995, 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.
Schedule A to this Agreement may be modified from time to
time to reflect the addition or deletion of a Series from the terms of
this Agreement. With respect to each Series added by execution of an
addendum to Schedule A, the term of this Agreement shall begin on the date
of such execution and, unless sooner terminated as provided above, this
Agreement shall remain in effect to the date two years after such
execution 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 INCORPORATED
By: /s/ Xxxxxxx Edegner
---------------------
President
The foregoing agreement is
hereby accepted as of the date
first above written.
XXXXXXXXX & XXXXXX
By: /s/ Xxxxxxxx Xxxxxxx
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