AMENDED AND RESTATED MANAGEMENT AGREEMENT
XXXX XXXXX LIMITED DURATION BOND PORTFOLIO
WHEREAS, the parties entered into a management agreement dated October 21,
1988; and
WHEREAS, the parties have amended their agreement in the following respects
only;
The name of the Corporation is changed from Xxxx Xxxxx US Government
Intermediate-Term Portfolio to the Xxxx Xxxxx Limited Duration Bond Portfolio;
and the compensation for the services performed and the facilities furnished and
expenses assumed by the Manager, as set forth in paragraph 7 is changed from
0.55% annually to 0.45% annually.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter set forth, the Agreement is hereby amended and restated as follows
effective August 31, 2004:
This MANAGEMENT AGREEMENT ("Agreement"), originally made this 21st day of
October, 1988 and amended and restated this 31st, day of August, 2004 by and
between Xxxx Xxxxx Income Trust Inc. (the "Corporation"), a Maryland
corporation, on behalf of the Xxxx Xxxxx Limited Duration Bond Portfolio
("Fund"), formerly the Xxxx Xxxxx US Government Intermediate-Term Portfolio, and
Xxxx Xxxxx Fund Adviser, Inc. (the "Manager"), a Maryland corporation having its
principal place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000.
WHEREAS, the Corporation is registered with the Securities and Exchange
Commission as a series type, open-end diversified investment company under the
Investment Company Act of 1940 (the "1940 Act") and has registered shares of its
common stock for sale to the public under the Securities Act of 1933; and
WHEREAS, the Corporation wishes to retain the Manager to provide investment
advisory, management, and administrative services to the Fund; and
WHEREAS, the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Corporation hereby appoints Xxxx Xxxxx Fund Adviser, Inc. as Manager
of the Fund for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with regard
to the securities owned by it, its funds available, or to become available, for
investment, and generally as to the condition of its affairs. It shall furnish
the Manager with such other documents and information with regard to its affairs
as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Corporation's Board of Directors,
the Manager shall regularly provide the Fund with investment research, advice,
management and supervision and shall furnish a continuous investment program for
the Fund's portfolio of securities consistent with the Fund's investment
objective, policies, and limitations as stated in the Fund's current Prospectus
and Statement of Additional Information. The Manager shall determine from time
to time what securities will be purchased, retained or sold by the Fund, and
shall implement those decisions, all subject to the provisions of the
Corporation's Articles of Incorporation and By-Laws, the 1940 Act, the
applicable rules and regulations of the Securities and Exchange Commission, and
other applicable federal and state law, as well as the investment objective,
policies, and limitations of the Fund. The Manager will place orders pursuant to
its investment determinations for the Fund either directly with the issuer or
with any broker or dealer. In placing orders with brokers and dealers, the
Manager will attempt to obtain the best net price and the most favorable
execution of its orders; however, the Manager may, in its discretion, purchase
and sell portfolio securities from and to brokers and dealers who provide the
Fund with research, analysis, advice and similar services, and the Manager may
pay to these brokers, in return for research and analysis, a higher commission
than may be charged by other brokers. In no instance will portfolio securities
be purchased from or sold to the Manager or any affiliated person thereof except
in accordance with the rules, regulations or orders promulgated by the
Securities and Exchange Commission pursuant to the 1940 Act. The Manager shall
also provide advice and recommendations with respect to other aspects of the
business and affairs of the Fund, and shall perform such other functions of
management and supervision as may be directed by the Corporation's Board of
Directors.
(b) The Manager will oversee the maintenance of all books and records with
respect to the securities transactions of the Fund and the Fund's books of
account in accordance with all applicable federal and state laws and
regulations, and will furnish the Board of Directors of the Corporation with
such periodic and special reports as the Board reasonably may request.
(c) The Fund authorizes the Manager and any entity or person associated
with the Manager which is a member of a national securities exchange to effect
any transaction on the exchange for the account of the Fund which is permitted
by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Fund hereby consents to the retention of compensation by
such entity or person for such transactions in accordance with Rule 11a2-2(T)
(a) (2) (iv).
4. The Manager may enter into a contract ("Investment Advisory Agreement")
with an investment adviser in which the Manager delegates to such investment
adviser any or all its duties specified in Paragraph 3 hereunder, provided that
such Investment Advisory Agreement imposes on the investment adviser bound
thereby all duties and conditions to which the Manager is subject hereunder, and
further provided that such Investment Advisory Agreement meets all requirements
of the 1940 Act and rules thereunder.
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5. (a) The Manager, at its expense, shall supply the Board of Directors and
officers of the Corporation with all statistical information and reports
reasonably required by them and reasonably available to the Manager and shall
furnish the Fund with office facilities, including space, furniture and
equipment and all personnel reasonably necessary for the operations of the Fund.
(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Manager hereby agrees that all books and records which it maintains for the
Fund are the property of the Fund, and further agrees to surrender promptly to
the Fund or its agents any such records upon the Fund's request. The Manager
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records required to be maintained by Rule 31a-1 under the 1940
Act.
(c) Other than as herein specifically indicated, the Manager shall not be
responsible for the Fund's expenses. Specifically, the Manager will not be
responsible, except to the extent of the reasonable compensation of employees of
the Fund whose services may be used by the Manager hereunder, for any of the
following expenses of the Fund, which expenses shall be borne by the Fund: legal
expenses; interest; taxes; governmental fees; fees, voluntary assessments and
other expenses incurred in connection with membership in investment company
organizations; the cost (including brokerage commissions or charges, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therewith; fees of custodians, transfer agents, registrars or other agents;
expenses of preparing share certificates; expenses relating to the redemption or
repurchase of the Fund's shares; expenses of registering and qualifying Fund
shares for sale under applicable federal and state law and maintaining such
registrations and qualifications; expenses of preparing, setting in print,
printing and distributing prospectuses, proxy statements, reports, notices and
dividends to Fund shareholders' and other meetings of the Fund; traveling
expenses of officers, directors and employees of the Corporation, if any;
expenses of officers, directors and employees of the Corporation, if any;
expenses for fidelity bonds and other insurance covering the Corporation and its
officers and directors; distribution expenses; costs of indemnification and any
extraordinary expenses.
(d) The Manager shall authorize and permit any of its directors, officers
and employees, who may be elected as directors or officers of the Corporation,
to serve in the capacities in which they are elected, and shall bear their
salary or other compensation and expenses, if any.
6. No director, officer or employee of the Corporation shall receive from
the Corporation any salary or other compensation as such director, officer or
employee while he is at the same time a director, officer or employee of the
Manager or any affiliated company of the Manager.
7. As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, including services of any sub-advisers or
agents retained by the Manager, the Fund shall pay the Manager monthly, as
promptly as possible after the last day of each month, a fee, calculated daily,
of 0.45% annually of the average daily net assets of the Fund. If this Agreement
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is terminated as of any date not the last day of the month, such fee shall be
paid as promptly as possible after such date of termination, shall be based on
the average daily net assets of the Fund in that period from the beginning of
such month to such date of termination, and shall be calculated upon that
proportion of such average daily net assets as the number of business days in
such period bears to the number of business days in such month. The average
daily net assets of the Fund shall in all cases be based only on business days
and be computed as of the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by the Corporation's
Board of Directors. Each such payment shall be accompanied by a report of the
Fund prepared either by the Fund or by a reputable firm of independent
accountants, which shall show the amount properly payable to the Manager under
this Agreement and the detailed computation thereof.
8. The Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the performance of
this agreement, except a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties or from reckless disregard of
its obligations and duties hereunder.
9. Nothing in this Agreement shall limit or restrict the rights of any
director, officer, or employee of the Manager who may also be a director,
officer, or employee of the Corporation, to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature, nor to limit
or restrict the right of the Manager to engage in any other business or to
render services of any kind, including investment advisory and management
services, to any other corporation, firm, individual or association.
10. As used in this Agreement, the terms "securities" and "net assets"
shall have the meanings ascribed to them in the Articles of Incorporation of the
Corporation; and the terms "assignment", "interested person", and "majority of
the outstanding voting securities" shall have the meanings given to them by
Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation or order.
11. This Agreement will become effective October 21, 1988, provided that it
shall have been approved by the Corporation's Board of Directors and, unless
sooner terminated as provided for herein, shall continue in effect until June
19, 1989. Thereafter, if not terminated, this Agreement shall continue in effect
for successive annual periods, provided that such continuance is specifically
approved at least annually (i) by the Corporation's Board of Directors or (ii)
by a vote of a majority (as defined in the 0000 Xxx) of the outstanding voting
securities of the Fund, provided that in either event the continuance is also
approved by a majority of the Corporation's Directors who are not interested
persons (as defined in the 0000 Xxx) of the Corporation or of the Manager, by
vote cast in person at a meeting called for the purpose of voting such approval.
This Agreement is terminable without penalty, by vote of the Corporation's Board
of Directors, by vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of the Fund or by the Manager, on not less than 60
days' notice to the other party and may be terminated immediately upon the
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mutual written consent of the Manager and the Fund. Termination of this
Agreement with respect to the Fund shall in no way affect continued performance
with regard to any other portfolio of the Corporation. This Agreement will
automatically and immediately terminate in the event of its assignment.
12. In the event this Agreement is terminated by either party or upon
written notice from the Manager at any time, the Fund hereby agrees that it will
eliminate from its corporate name any reference to the name of "Xxxx Xxxxx." The
Fund shall have the non-exclusive use of the name "Xxxx Xxxxx" in whole or in
part so long as this Agreement is effective or until such notice is given.
13. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the Fund's outstanding voting
securities.
14. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Management Agreement to be executed by their officers thereunto duly
authorized.
Attest: XXXX XXXXX INCOME TRUST, INC.
By: By: /s/ Xxxxx X. Xxxxxxxxx
------------------------ ------------------------------
Xxxxx X. Xxxxxxxxx
Vice President and Treasurer
Attest: XXXX XXXXX FUND ADVISER, INC.
By: By: /s/ Xxxx X. Xxxxxxx
------------------------ ------------------------------
Xxxx X. Xxxxxxx
President
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