FORM OF
FEE WAIVER AGREEMENT
Xxxx Xxxxx Income Trust, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Xxxx Xxxxx Core Bond Fund - Fee Waiver/Expense Agreement
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Ladies and Gentlemen:
Pursuant to the requirements of Section 5 of the Management Agreement
("Contract") between Xxxx Xxxxx Income Trust, Inc. ("Corporation") and Xxxx
Xxxxx Fund Adviser, Inc. ("LMFA") on behalf of Xxxx Xxxxx Core Bond Fund
("Fund"), LMFA hereby notifies you that it agrees to waive its compensation
(and, to the extent necessary, bear other expenses) through April 30, 2005, to
the extent that expenses of each class of the Fund (exclusive of interest,
taxes, brokerage commissions, and extraordinary expenses) would exceed an annual
rate of 1.00% for Primary Class.
The calculation and method of payment of fees under this Fee Waiver/Expense
Agreement will be as described in the Contract.
We understand and intend that you will rely on this Fee Waiver/Expense
Agreement in preparing and filing Registration Statements for the Corporation
and the Fund with the Securities and Exchange Commission on Form N-1A, in
accruing the Fund's expenses for purposes of calculating its net asset value per
share and for other purposes, and we expressly permit you to do so.
Xxxx Xxxxx Fund Adviser, Inc.
By: ____________________________
