SUB-ADVISORY AGREEMENT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
February 9, 2001
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
We have entered into a Management Agreement with ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Income Funds ("Trust"), with respect to several of its series ("Series"), as set
forth in Schedule A hereto, pursuant to which we are to act as investment
adviser to such Series. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish us with
such investment recommendations and research information, of the
same type as that which you from time to time provide to your
employees for use in managing client accounts, all as we shall
reasonably request. In the absence of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
of the reckless disregard of your duties and obligations
hereunder, you shall not be subject to liability for any act or
omission or any loss suffered by any Series or its security
holders in connection with the matters to which this Agreement
relates.
2. In consideration of your agreements set forth in paragraph 1
above, we agree to pay you on the basis of direct and indirect
costs to you of performing such agreements. Indirect costs shall
be allocated on a basis mutually satisfactory to you and to us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a)(4) and 2(a)(42),
respectively, of the Investment Company Act of 1940, as amended.
This Agreement shall terminate automatically in
the event of its assignment, or upon termination of the
Management Agreement between the Trust and the undersigned.
This Agreement may be terminated at any time,
without the payment of any penalty, (a) with respect to any
Series by the Trustees of the Trust or by vote of a majority of
the outstanding securities of such Series or by the undersigned
on not less than sixty days' written notice addressed to you at
your principal place of business; and (b) by you, without the
payment of any penalty, on not less than thirty nor more than
sixty days' written notice addressed to the Trust and the
undersigned at the Trust's principal place of business.
This Agreement shall remain in full force and
effect with respect to each Series listed in Schedule A on the
date hereof until June 30, 2001 (unless sooner terminated as
provided above) and from year to year thereafter only so long
as its continuance is approved in the manner required by the
Investment Company Act of 1940, as from time to time amended.
Schedule A to this Agreement may be modified from
time to time to reflect the addition or deletion of a Series
from the terms of this Agreement. 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 provided above, this Agreement
shall remain in effect to June 30 of the year following the
year of execution and from year to year thereafter only so long
as its continuance is approved in the manner required by the
Investment Company Act of 1940, as from time to time amended.
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,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
The foregoing is hereby accepted as
of the date first above written.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
and General Counsel
