▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REALTY INCOME FUND INC.
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April 24, 2003
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
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Dear Ladies and Gentlemen:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Realty Income Fund Inc. ("Fund"), a Maryland
corporation, has entered into a Management Agreement with you dated as of April
24, 2003. Under the Management Agreement, the Fund agrees to pay you a
management fee (the "Management Fee") payable on a monthly basis at the annual
rate of 0.60% of the Fund's average daily total assets minus liabilities other
than the aggregate indebtedness entered into for purposes of leverage ("Managed
Assets"). (The liquidation preference of any preferred shares issued by the Fund
is not a liability.)
In consideration of the Fund agreeing to enter into the Management
Agreement with you, you hereby agree to waive payment of a portion of the
Management Fee, according to the following schedule:
Fiscal Period Percentage Waived (annual rate as a
Ending October 31, percentage of Managed Assets)
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2003 .................................... 0.25%
2004 .................................... 0.25%
2005 .................................... 0.25%
2006 .................................... 0.25%
2007 .................................... 0.25%
2008 .................................... 0.20%
2009 .................................... 0.15%
2010 .................................... 0.10%
2011 .................................... 0.05%
You agree that the Fund will not be required to reimburse you for
amounts waived pursuant to this agreement. The Fund agrees to furnish or
otherwise make available to you such copies of its financial statements,
reports, and other information relating to its business and affairs as you may,
at any time or from time to time, reasonably request in connection with this
Agreement.
This agreement is made and to be performed principally in the State of
New York, and except insofar as the Investment Company Act of 1940, as amended,
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. Any amendment to this agreement shall be in writing
signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ REALTY INCOME FUND INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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The foregoing agreement is hereby
accepted as of April 24, 2003.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title Senior Vice President
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