FORM OF
EXPENSE LIMITATION AGREEMENT
BETWEEN
SHORT TERM INCOME FUND, INC.
AND
XXXXX & XXXX ASSET MANAGEMENT, LLC
This EXPENSE LIMITATION AGREEMENT, dated as of December 7, 2006, between
the Short Term Income Fund, Inc. (the "Fund"), on behalf of its U.S. Government
Portfolio (the "Portfolio"), with respect to the Portfolio's Class B shares, and
Xxxxx & Tang Asset Management, LLC (the "Manager").
WITNESSETH:
WHEREAS, the Manager serves as investment manager to the Fund pursuant to
an Investment Management Contract between the Manager and the Fund dated as of
October 30, 2000; and
WHEREAS, the parties to this Agreement wish to provide for an undertaking
by the Manager to limit investment management fees or reimburse expenses of the
Class B shares of the Portfolio of the Fund in order to ensure that the Class B
shares are competitive in the marketplace.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
The Manager hereby agrees to limit its fees payable to it pursuant to the
Investment Management Contract, in order to maintain the total annual fund
operating expenses of the Class B shares of the Portfolio to not more than the
amount set forth on Exhibit A (the "Expense Cap Amount").
This Agreement is effective on December 29, 2006, and shall remain in
effect until December 31, 2007.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
SHORT TERM INCOME FUND, INC.
U.S. Government Portfolio
By:
-------------------------------------------------
Name:
Title:
XXXXX & XXXX ASSET MANAGEMENT, LLC
By:
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Name:
Title:
EXHIBIT A
SHORT TERM INCOME FUND, INC.
NAME OF PORTFOLIO TOTAL ANNUAL OPERATING EXPENSES
U.S. Government Portfolio
0.63% Class B Shares
