AARP INCOME TRUST
AARP Bond Fund for Income
SUPPLEMENT TO
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 1st day of February, 1997, by and between AARP
Income Trust (the "Trust") and ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (the "Manager").
WHEREAS, the Trust is an open-end investment company, organized as a
Massachusetts business trust, and consists of such separate series as have been
or may be established and designated by the Trustees of the Trust from time to
time;
WHEREAS, the Fund has adopted an Investment Management Agreement (the
"Agreement") dated February 1, 1994 pursuant to which the Trust has appointed
the Manager to act as investment manager and perform such services specified in
the Agreement; and
WHEREAS, AARP Bond Fund for Income (the "Series") is a separate investment
series of the Trust.
NOW THEREFORE, the Trustees of the Trust hereby take the following actions,
subject to the conditions set forth:
1. As provided for in the Agreement, the Trust hereby adopts the
Agreement with respect to the Series, and the Manager hereby acknowledges that
the Agreement shall pertain to the Series, the terms and conditions of such
Agreement being hereby incorporated herein by reference.
2. The term "Series" as used in the Agreement shall, for purposes of this
Supplement, pertain to the Series.
3. As provided in the Agreement and subject to further conditions as set
forth therein, the Series shall pay the Manager the base fee rate as specified
in Section 5(b) of the Agreement, and a fund fee rate equal to 0.28 percent per
annum of the net assets of the Series.
4. This Supplement and the Agreement (together, the "Management
Agreement") shall become effective with respect to the Series as of the date
specified above and shall remain in force until August 31, 1998, and continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Trustees who are not parties to the Management Agreement or interested persons
of any party to the Management Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Trustees of the Trust, or
by the vote of a majority of the outstanding voting securities of the Series.
The aforesaid requirement that continuance of the Management Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder.
5. The Management Agreement may be terminated with respect to the Series
at any time, without the payment of any penalty, by the vote of a majority of
the outstanding voting securities of the Series or by the Trust's Board of
Trustees on 60 days' written notice to the Manager, or by the Manager on 60
days' written notice to the Trust. The Management Agreement shall terminate
automatically in the event of its assignment, provided that an assignment to a
corporate successor to all or substantially all of the Manager's business or to
a wholly-owned subsidiary of such corporate successor which does not result in a
change of actual control or management of the Manager's business shall not be
deemed to be an assignment for the purposes of the Management Agreement.
AARP INCOME TRUST
on behalf of AARP Bond Fund for
Income
By:____________________________________
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, INC.
By:____________________________________
Managing Director
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