AGREEMENT made as of this 1st day of
May 2013 between Xxxxx Xxxxx Municipal Bond
Fund (the "Fund") and Xxxxx Xxxxx Management
(the "Adviser").
WHEREAS, the Fund has entered into an
Investment Advisory Agreement ("Advisory
Agreement") with the Adviser, which Advisory
Agreement provides that the Adviser shall be entitled
to receive an asset-based fee payable at a specified
rate based on the Fund's average weekly gross assets
(average gross assets);
WHEREAS, at the request of the Independent
Trustees of the Fund, the Adviser has agreed to
reduce its advisory fee as described below and the
Adviser and the Fund wish to memorialize such
agreement in writing; and
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein
and for other good and valuable consideration,
receipt of which is hereby acknowledged, the Fund
and the Adviser hereby agree as follows:
1. Commencing May 1, 2013, EVM will reduce
the advisory fee payable under the Advisory
Agreement by 0.025% per annum. Thereafter, the
advisory fee will be reduced an additional 0.025%
per annum on May 1, 2014.
2. This Agreement only may be terminated or
amended upon the mutual written consent of a Fund
and the Adviser; provided, however, that (i) no
termination of this Agreement shall be effective
unless approved by the majority vote of those
Trustees of the Fund who are not interested persons
of the Adviser or the Fund (the Independent
Trustees) and by the vote of a majority of the
outstanding voting securities of the Fund; (ii) no
amendment of this Agreement shall be effective
unless approved by the majority vote of the
Independent Trustees; and (iii) no amendment of this
Agreement that decreases the fee reductions set forth
herein shall be effective unless approved by the vote
of a majority of the outstanding voting securities of
the Fund;
3. For purposes of this Agreement the term
"vote of a majority of the outstanding voting
securities of a Fund" shall the meaning specified in
the Declaration of Trust of the Fund; and
4. This instrument is executed under seal and
shall be governed by Massachusetts law.
IN WITNESS WHEREOF, this Agreement has been
executed as of the date set forth above by a duly
authorized officer of each party.
Xxxxx Xxxxx Municipal Bond Fund
By:
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice President
Xxxxx Xxxxx Management
By:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
017_179
FEE REDUCTION AGREEMENT
