ADMINISTRATION AGREEMENT
This Agreement is made as of July 12, 1993, between ▇▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Income Trust, a Delaware business trust ("Trust"), and ▇▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Management Incorporated, a New York corporation
("Administrator").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management
investment company and has established several separate series of shares
("Series"), with each Series having its own assets and investment
policies; and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services, including shareholder accounting, recordkeeping,
and other services to shareholders, to each Series listed in Schedule A
attached hereto, and to such other Series of the Trust hereinafter
established as agreed to from time to time by the parties, evidenced by an
addendum to Schedule A (hereinafter "Series" shall refer to each Series
which is subject to this Agreement and all agreements and actions
described herein to be made or taken by a Series shall be made or taken by
the Trust on behalf of the Series), and the Administrator is willing to
furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
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1.1 ADMINISTRATIVE SERVICES. The Administrator shall
supervise each Series's business and affairs and shall provide such
services required for effective administration of such Series as are not
provided by employees or other agents engaged by such Series; PROVIDED,
that the Administrator shall not have any obligation to provide under this
Agreement any direct or indirect services to a Series's shareholders, any
services related to the distribution of a Series's shares, or any other
services that are the subject of a separate agreement or arrangement
between a Series and the Administrator. Subject to the foregoing, in
providing administrative services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish
without cost to each Series, or pay the cost of, such office space, office
equipment and office facilities as are adequate for the Series's needs;
1.1.2 PERSONNEL. Provide, without remuneration from or
other cost to each Series, the services of individuals competent to
perform all of the Series's executive, administrative and clerical
functions that are not performed by employees or other agents engaged by
the Series or by the Administrator acting in some other capacity pursuant
to a separate agreement or arrangement with the Series;
1.1.3 AGENTS. Assist each Series in selecting and
coordinating the activities of the other agents engaged by the Series,
including the Series's shareholder servicing agent, custodian, independent
auditors and legal counsel;
1.1.4 TRUSTEES AND OFFICERS. Authorize and permit the
Administrator's directors, officers or employees who may be elected or
appointed as trustees or officers of the Trust to serve in such
capacities, without remuneration from or other cost to the Trust or any
Series;
1.1.5 BOOKS AND RECORDS. Assure that all financial,
accounting and other records required to be maintained and preserved by
each Series are maintained and preserved by it or on its behalf in
accordance with applicable laws and regulations; and
1.1.6 REPORTS AND FILINGS. Assist in the preparation
of (but not pay for) all periodic reports by each Series to shareholders
of such Series and all reports and filings required to maintain the
registration and qualification of the Series and the Series's shares, or
to meet other regulatory or tax requirements applicable to the Series,
under federal and state securities and tax laws.
1.2 SHAREHOLDER AND RELATED SERVICES. The Administrator
shall provide each of the following services as may be required by any
Series, its shareholders (each of which must be either a broker-dealer,
pension plan administrator, or other institution that provides certain
accounting, recordkeeping and other services to its accounts ("Accounts")
and which has entered into an administrative services agreement with the
Administrator (each, an "Institution"), or the Accounts, as specified;
PROVIDED, that the Administrator's obligation to furnish any service to
Accounts or Account holders of any Institution shall be dependent upon
receipt of all necessary information from that Institution:
1.2.1 PURCHASE ORDERS. Receive for acceptance, as
agent for the Series, orders from Institutions and Accounts for the
purchase of Series shares transmitted or delivered to the office of the
Administrator, note the time and date of each order when received,
promptly deliver payment for such purchases to the Series' custodian
("Custodian"), and coordinate with the Series or its designees for the
issuance of the appropriate number of shares so purchased to the
appropriate Institution or Account;
1.2.2 RECORDS. Maintain records of the number of
shares of each Series attributable to each Account (including name,
address and taxpayer identification number), record all changes to such
shares held in each Account on a daily basis, and furnish to each Series
each business day the total number of shares of such Series attributable
to all Accounts;
1.2.3 REDEMPTION REQUESTS. Receive for acceptance
requests and directions from Institutions and Accounts for the redemption
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of Series shares transmitted or delivered to the office of the
Administrator, note the time and date of each request when received,
process such requests and directions in accordance with the redemption
procedures set forth in the then current Prospectus and Statement of
Additional Information ("SAI") of the Series, and deliver the appropriate
documentation to the Custodian;
1.2.3 WIRE TRANSFERS. Coordinate and implement
bank-to-bank wire transfers in connection with Series share purchases and
redemptions by Institutions;
1.2.4 REDEMPTION PAYMENTS. Upon receipt of monies paid
to it by the Custodian with respect to any redemption of Series shares,
pay or cause such monies to be paid pursuant to instructions by the
appropriate Account or Institution.
1.2.5 EXCHANGES. Receive and execute orders from
Accounts and Institutions to exchange shares by concurrent purchases and
redemptions of shares of a Series and shares of other Series or of other
investment companies or series thereof pursuant to each Series's then
current Prospectus and SAI;
1.2.6 DIVIDENDS. Based upon information received from
a Series regarding dividends or other distributions on Series shares,
calculate the dividend or distribution attributable to each Account; if
such dividend or distribution is payable in shares or by reinvestment in
shares, calculate such shares for each Account and record same in the
share records for each Account, and if such dividend or distribution is
payable in cash, upon receipt of monies therefor from the Custodian, pay
or cause such monies to be paid to the appropriate Account or as such
Account may direct;
1.2.7 INQUIRIES. Respond to telephonic, mail, and
in-person inquiries from Institutions, Account holders, or their
representatives requesting information regarding matters such as
shareholder account or transaction status, net asset value ("NAV") of
Series shares, Series performance, Series services, plans and options,
Series investment policies, Series portfolio holdings, and Series
distributions and taxation thereof;
1.2.8 COMPLAINTS. Deal with complaints and
correspondence of Institutions and Account holders directed to or brought
to the attention of the Administrator;
1.2.9 REPORTS; PROXIES. Distribute as appropriate to
all Account holders all Series reports, dividend and distribution notices,
and proxy material relating to any meeting of Series shareholders, and
soliciting, processing and tabulating proxies for such meetings;
1.2.10 SPECIAL REPORTS. Generate or develop and
distribute special data, notices, reports, programs and literature
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required by Institutions or by Account holders generally in light of
developments, such as changes in tax laws; and
1.2.11 AGENTS. Assist any institutional servicing
agent ("Agent") engaged by the Series in the development, implementation
and maintenance of the following special programs and systems to enhance
each Series's capability to service its shareholders and Account holders
servicing capability:
(a) Training programs for personnel of such Agent;
(b) Joint programs with such Agent for the
development of systems software, shareholder information reports, and
other special reports;
(c) Automatic data exchange facilities with
shareholders and such Agent;
(d) Automated clearing house transfer procedures
between shareholders and such Agent; and
(e) Touch-tone telephone information and transaction
systems for shareholders.
2. EXPENSES OF EACH SERIES.
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2.1 EXPENSES TO BE PAID BY THE ADMINISTRATOR. The
Administrator shall pay all salaries, expenses and fees of the officers,
trustees, or employees of the Trust who are officers, directors or
employees of the Administrator. If the Administrator pays or assumes any
expenses of the Trust or a Series not required to be paid or assumed by
the Administrator under this Agreement, the Administrator shall not be
obligated hereby to pay or assume the same or any similar expense in the
future; PROVIDED, that nothing herein contained shall be deemed to relieve
the Administrator of any obligation to the Trust or to a Series under any
separate agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall
bear all expenses of its operation, except those specifically allocated to
the Administrator under this Agreement or under any separate agreement
between such Series and the Administrator. Expenses to be borne by such
Series shall include both expenses directly attributable to the operation
of that Series and the offering of its shares, as well as the portion of
any expenses of the Trust that is properly allocable to such Series in a
manner approved by the trustees of the Trust ("Trustees"). Subject to any
separate agreement or arrangement between the Trust or a Series and the
Administrator, the expenses hereby allocated to each Series, and not to
the Administrator, include, but are not limited to:
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2.2.1 CUSTODY. All charges of depositories,
custodians, and other agents for the transfer, receipt, safekeeping, and
servicing of its cash, securities, and other property;
2.2.2 SHAREHOLDER SERVICING. All expenses of
maintaining and servicing shareholder accounts, including but not limited
to the charges of any shareholder servicing agent, dividend disbursing
agent or other agent (other than the Administrator hereunder) engaged by a
Series to service shareholder accounts;
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing,
setting in type, printing and distributing reports and other
communications to shareholders of a Series;
2.2.4 PROSPECTUSES. All expenses of preparing, setting
in type, printing and mailing annual or more frequent revisions of a
Series's Prospectus and SAI and any supplements thereto and of supplying
them to shareholders of the Series and Account holders;
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of
computing a Series's net asset value ("NAV") per share, including any
equipment or services obtained for the purpose of pricing shares or
valuing the Series's investment portfolio;
2.2.6 COMMUNICATIONS. All charges for equipment or
services used for communications between the Administrator or the Series
and any custodian, shareholder servicing agent, portfolio accounting
services agent, or other agent engaged by a Series;
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for
services and expenses of a Series's legal counsel and independent
auditors;
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of
Trustees other than those affiliated with the Administrator, all expenses
incurred in connection with such unaffiliated Trustees' services as
Trustees, and all other expenses of meetings of the Trustees or committees
thereof;
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to
holding meetings of shareholders, including the printing of notices and
proxy materials, and proxy solicitation therefor;
2.2.10 FEDERAL REGISTRATION FEES. All fees and
expenses of registering and maintaining the registration of the Trust and
each Series under the 1940 Act and the registration of each Series's
shares under the Securities Act of 1933 (the "1933 Act"), including all
fees and expenses incurred in connection with the preparation, setting in
type, printing, and filing of any Registration Statement, Prospectus and
SAI under the 1933 Act or the 1940 Act, and any amendments or supplements
that may be made from time to time;
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2.2.11 STATE REGISTRATION FEES. All fees and expenses
of qualifying and maintaining the qualification of the Trust and each
Series and of each Series's shares for sale under securities laws of
various states or jurisdictions, and of registration and qualification of
each Series under all other laws applicable to a Series or its business
activities (including registering the Series as a broker-dealer, or any
officer of the Series or any person as agent or salesman of the Series in
any state);
2.2.12 SHARE CERTIFICATES. All expenses of preparing
and transmitting a Series's share certificates, if any;
2.2.13 CONFIRMATIONS. All expenses incurred in
connection with the issue and transfer of a Series's shares, including the
expenses of confirming all share transactions;
2.2.14 BONDING AND INSURANCE. All expenses of bond,
liability, and other insurance coverage required by law or regulation or
deemed advisable by the Trustees, including, without limitation, such
bond, liability and other insurance expense that may from time to time be
allocated to the Series in a manner approved by the Trustees;
2.2.15 BROKERAGE COMMISSIONS. All brokers'
commissions and other charges incident to the purchase, sale or lending of
a Series's portfolio securities;
2.2.16 TAXES. All taxes or governmental fees payable
by or with respect to a Series to federal, state or other governmental
agencies, domestic or foreign, including stamp or other transfer taxes;
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and
other expenses incurred in connection with a Series's membership in any
trade association or other investment organization;
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring and extraordinary expenses as may arise, including the costs
of actions, suits, or proceedings to which the Series is a party and the
expenses a Series may incur as a result of its legal obligation to provide
indemnification to the Trust's officers, Trustees and agents;
2.2.19 ORGANIZATIONAL EXPENSES. All organizational
expenses of each Series paid or assessed by the Administrator, which such
Series shall reimburse to the Administrator at such time or times and
subject to such condition or conditions as shall be specified in the
Prospectus and SAI pursuant to which such Series makes the initial public
offering of its shares; and
2.2.20 INVESTMENT ADVISORY SERVICES. Any fees and
expenses for investment advisory services that may be incurred or
contracted for by a Series.
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3. ADMINISTRATION FEE.
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3.1 FEE. As compensation for all services rendered,
facilities provided and expenses paid or assumed by the Administrator to
or for each Series under this Agreement, such Series shall pay the
Administrator an annual fee as set out in Schedule B to this Agreement.
3.2 COMPUTATION AND PAYMENT OF FEE. The administration fee
shall accrue on each calendar day, and shall be payable monthly on the
first business day of the next succeeding calendar month. The daily fee
accruals for each Series shall be computed by multiplying the fraction of
one divided by the number of days in the calendar year by the applicable
annual administration fee rate (as set forth in Schedule B hereto), and
multiplying this product by the NAV of such Series, determined in the
manner set forth in such Series's then-current Prospectus, as of the close
of business on the last preceding business day on which such Series's NAV
was determined.
3.3 STATE EXPENSE LIMITATION. If in any fiscal year a
Series's operating expenses plus such Series's pro rata portion of the
operating expenses of any portfolio of Income Managers Trust in which such
Series invests all or substantially all of its assets ("Aggregate
Operating Expenses"), which includes any fees or expense reimbursements
payable to the Administrator pursuant to this Agreement and any
compensation payable to the Administrator pursuant to (i) the Management
Agreement between such portfolio and the Administrator, or (ii) any other
agreement or arrangement with respect to such Series, but excluding
interest, taxes, brokerage commissions, litigation and indemnification
expenses, and other extraordinary expenses not incurred in the ordinary
course of such Series's business) exceed the lowest applicable percentage
expense limitation imposed under the securities law and regulations of any
state in which such Series's shares are qualified for sale (the "State
Expense Limitation"), then the administration fee payable to the
Administrator under this Agreement by such Series shall be reduced by the
amount of such excess; PROVIDED, that the Administrator shall have no
obligation hereunder to reimburse the Series for any such expenses which
exceed such administration fee.
Any reduction in the administration fee shall be made
monthly, by annualizing the Aggregate Operating Expenses of such Series
for each month as of the last day of such month. An adjustment shall be
made on or before the last day of the first month of the next succeeding
fiscal year if Aggregate Operating Expenses for such Series's fiscal year
do not exceed the State Expense Limitation or if for such fiscal year
there is no applicable State Expense Limitation.
4. OWNERSHIP OF RECORDS. All records required to be maintained
and preserved by each Series pursuant to the provisions or rules or
regulations of the Securities and Exchange Commission ("SEC") under
Section 31(a) of the 1940 Act and maintained and preserved by the
Administrator on behalf of such Series are the property of such Series and
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shall be surrendered by the Administrator promptly on request by the
Series; PROVIDED, that the Administrator may at its own expense make and
retain copies of any such records.
5. REPORTS TO ADMINISTRATOR. Each Series shall furnish or
otherwise make available to the Administrator such copies of that Series's
Prospectus, SAI, financial statements, proxy statements, reports, and
other information relating to its business and affairs as the
Administrator may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement.
6. REPORTS TO EACH SERIES. The Administrator shall prepare and
furnish to each Series such reports, statistical data and other
information in such form and at such intervals as such Series may
reasonably request.
7. OWNERSHIP OF SOFTWARE AND RELATED MATERIALS. All computer
programs, written procedures and similar items developed or acquired and
used by the Administrator in performing its obligations under this
Agreement shall be the property of the Administrator, and no Series will
acquire any ownership interest therein or property rights with respect
thereto.
8. CONFIDENTIALITY. The Administrator agrees, on its own behalf
and on behalf of its employees, agents and contractors, to keep
confidential any and all records maintained and other information obtained
hereunder which relates to any Series or to any of a Series's former,
current or prospective shareholders, EXCEPT that the Administrator may
deliver records or divulge information (a) when requested to do so by duly
constituted authorities after prior notification to and approval in
writing by such Series (which approval will not be unreasonably withheld
and may not be withheld by such Series where the Administrator advises
such Series that it may be exposed to civil or criminal contempt
proceedings or other penalties for failure to comply with such request) or
(b) whenever requested in writing to do so by such Series.
9. THE ADMINISTRATOR'S ACTIONS IN RELIANCE ON SERIES'
INSTRUCTIONS, LEGAL OPINIONS, ETC.; SERIES' COMPLIANCE WITH LAWS.
9.1 The Administrator may at any time apply to an officer
of the Trust for instructions, and may consult with legal counsel for a
Series or with the Administrator's own legal counsel, in respect of any
matter arising in connection with this Agreement; and the Administrator
shall not be liable for any action taken or omitted to be taken in good
faith in and with due care in accordance with such instructions or with
the advice or opinion of such legal counsel. The Administrator shall be
protected in acting upon any such instructions, advice or opinion and upon
any other paper or document delivered by a Series or such legal counsel
which the Administrator believes to be genuine and to have been signed by
the proper person or persons, and the Administrator shall not be held to
have notice of any change of status or authority of any officer or
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representative of the Trust, until receipt of written notice thereof from
the Series.
9.2 Except as otherwise provided in this Agreement or in
any separate agreement between the parties and except for the accuracy of
information furnished to each Series by the Administrator, each Series
assumes full responsibility for the preparation, contents, filing and
distribution of its Prospectus and SAI, and full responsibility for other
documents or actions required for compliance with all applicable
requirements of the 1940 Act, the Securities Exchange Act of 1934, the
1933 Act, and any other applicable laws, rules and regulations of
governmental authorities having jurisdiction over such Series.
10. SERVICES TO OTHER CLIENTS. Nothing herein contained shall
limit the freedom of the Administrator or any affiliated person of the
Administrator to render administrative or shareholder services to other
investment companies, to act as administrator to other persons, firms, or
corporations, or to engage in other business activities.
11. LIMITATION OF LIABILITY REGARDING THE TRUST. The
Administrator shall look only to the assets of each Series for performance
of this Agreement by the Trust on behalf of such Series, and neither the
Trustees of the Trust ("Trustees") nor any of the Trust's officers,
employees or agents, whether past, present or future shall be personally
liable therefor.
12. INDEMNIFICATION BY SERIES. Each Series shall indemnify the
Administrator and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by the Administrator that result from: (i) any claim, action,
suit or proceeding in connection with the Administrator's entry into or
performance of this Agreement with respect to such Series; or (ii) any
action taken or omission to act committed by the Administrator in the
performance of its obligations hereunder with respect to such Series; or
(iii) any action of the Administrator upon instructions believed in good
faith by it to have been executed by a duly authorized officer or
representative of the Trust with respect to such Series; PROVIDED, that
the Administrator shall not be entitled to such indemnification in respect
of actions or omissions constituting negligence or misconduct on the part
of the Administrator or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by
a Series hereunder, the Administrator shall give such Series reasonable
opportunity to defend against such claim in its own name or in the name of
the Administrator.
13. INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator
shall indemnify each Series and hold it harmless from and against any and
all losses, damages and expenses, including reasonable attorneys' fees and
expenses, incurred by such Series which result from: (i) the
Administrator's failure to comply with the terms of this Agreement with
respect to such Series; or (ii) the Administrator's lack of good faith in
performing its obligations hereunder with respect to such Series; or (iii)
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the Administrator's negligence or misconduct or its employees, agents or
contractors in connection herewith with respect to such Series. A Series
shall not be entitled to such indemnification in respect of actions or
omissions constituting negligence or misconduct on the part of that Series
or its employees, agents or contractors other than the Administrator
unless such negligence or misconduct results from or is accompanied by
negligence or misconduct on the part of the Administrator, any affiliated
person of the Administrator, or any affiliated person of an affiliated
person of the Administrator. Before confessing any claim against it which
may be subject to indemnification hereunder, a Series shall give the
Administrator reasonable opportunity to defend against such claim in its
own name or in the name of the Trust on behalf of such Series.
14. EFFECT OF AGREEMENT. Nothing herein contained shall be
deemed to require the Trust or any Series to take any action contrary to
the Trust Instrument or By-laws of the Trust or any applicable law,
regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of their responsibility for and control of
the conduct of the business and affairs of the Series or Trust.
15. TERM OF AGREEMENT. The term of this Agreement shall begin on
the date first above written with respect to each Series listed in
Schedule A on the date hereof and, unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through July 12, 1995.
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 hereinafter provided, this Agreement
shall remain in effect to the date two years after such execution.
Thereafter, in each case this Agreement shall continue in effect with
respect to each Series from year to year, subject to the termination
provisions and all other terms and conditions hereof; PROVIDED, such
continuance with respect to a Series is approved at least annually by vote
or written consent of the Trustees, including a majority of the Trustees
who are not interested persons of either party hereto ("Disinterested
Trustees"); and PROVIDED FURTHER, that the Administrator shall not have
notified a Series in writing at least sixty days prior to the first
expiration date hereof or at least sixty days prior to any expiration date
in any year thereafter that it does not desire such continuation. The
Administrator shall furnish any Series, promptly upon its request, such
information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.
16. AMENDMENT OR ASSIGNMENT OF AGREEMENT. Any amendment to this
Agreement shall be in writing signed by the parties hereto; PROVIDED, that
no such amendment shall be effective unless authorized on behalf of any
Series (i) by resolution of the Trustees, including the vote or written
consent of a majority of the Disinterested Trustees, and (ii) by vote of a
majority of the outstanding voting securities of such Series. This
Agreement shall terminate automatically and immediately in the event of
its assignment; provided, that with the consent of a Series, the
Administrator may subcontract to another person any of its
responsibilities with respect to such Series.
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17. TERMINATION OF AGREEMENT. This Agreement may be terminated
at any time by either party hereto, without the payment of any penalty,
upon at least sixty days' prior written notice to the other party;
PROVIDED, that in the case of termination by any Series, such action shall
have been authorized (i) by resolution of the Trustees, including the vote
or written consent of the Disinterested Trustees, or (ii) by vote of a
majority of the outstanding voting securities of such Series.
18. NAME OF A SERIES. Each Series hereby agrees that if the
Administrator shall at any time for any reason cease to serve as
administrator to a Series, such Series shall, if and when requested by the
Administrator, eliminate from such Series's name the name "▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇" and thereafter refrain from using the name "▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇" or
the initials "N&B" in connection with its business or activities, and the
foregoing agreement of each Series shall survive any termination of this
Agreement and any extension or renewal thereof.
19. INTERPRETATION AND DEFINITION OF TERMS. Any question of
interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the Act
shall be resolved by reference to such term or provision of the 1940 Act
and to interpretation thereof, if any, by the United States courts or, in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to the 1940 Act.
Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated person,"
as used in this Agreement shall have the meanings assigned to them by
Section 2(a) of the 1940 Act. In addition, when the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement
is modified, interpreted or relaxed by a rule, regulation or order of the
SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
20. CHOICE OF LAW. This Agreement is made and to be principally
performed in the State of New York, and except insofar as the Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal
laws of the State of New York.
21. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
22. EXECUTION IN COUNTERPARTS. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective officers thereunto duly
authorized and their respective seals to be hereunto affixed, as of the
day and year first above written.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ INCOME TRUST
Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President
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Secretary Title
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ MANAGEMENT INCORPORATED
Attest: By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ President
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Secretary Title
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