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 Limited Duration Bond 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, 2005, to the extent that expenses of each class of Xxxx Xxxxx Limited
Duration Bond Portfolio (formerly U.S. Government Intermediate-Term 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.
This agreement shall become effective upon the effectiveness of the name
change of U.S. Government Intermediate-Term Portfolio to Limited Duration Bond
Portfolio.
Xxxx Xxxxx Fund Adviser, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
President
Agreed and Accepted:
Xxxx Xxxxx Income Trust, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Vice President and Treasurer
