SUBSTITUTION AGREEMENT
Xxxx Xxxxx Tax-Free Income Fund
AGREEMENT, made this 1st day of January, 1998, by and among Xxxx Xxxxx
Fund Adviser, Inc. ("LMFA"), a Maryland corporation; Xxxx Xxxxx Capital
Management, Inc. ("LMCM"), a Maryland corporation; and Xxxx Xxxxx Tax-Free
Income Fund (the "Trust"), a Massachusetts business trust.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("1940 Act"), and the Trust issues shares in
three different classes, each of which is known as a "Series"; and
WHEREAS, LMFA serves as Investment Adviser and Manager to the Trust and
each Series pursuant to an Investment Advisory and Management Agreement between
the Trust and LMFA dated March 25, 1991; and
WHEREAS, the persons rendering portfolio management services for the
Trust and each Series are employees of LMFA for purposes of the Investment
Advisory and Management Agreement, and for all other purposes are employees of
LMCM; and
WHEREAS, LMFA wishes to substitute LMCM in place of LMFA, as a party to
the Investment Advisory and Management Agreement; and
WHEREAS, LMFA and LMCM wish to enter into an agreement on behalf of the
Trust whereby LMFA will continue to provide administrative services to the
Trust, whereby the services provided to the Trust, and the total fees paid by
the Trust for investment advisory, management and administrative services,
remain unchanged; and
WHEREAS, LMFA has represented to the Trust that LMCM is under the same
management and control as LMFA, and that in the event of substitution as
requested by LMFA the persons rendering portfolio management services for the
Trust and each Series will remain the same; and
WHEREAS, under these circumstances, the Trust agrees to the
substitution of LMCM as a party to the Investment Advisory and Management
Agreement in place of LMFA.
NOW, THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above,
LMCM hereby assumes all of the interest, rights and responsibilities of LMFA
under the Investment Advisory and Management Agreement.
2. Performance of Duties. LMCM hereby assumes and agrees to perform all
of LMFA's duties and obligations under the Investment Advisory and Management
Agreement and be subject to all of the terms and conditions of said Agreement as
if they applied to LMCM. Nothing in this Substitution Agreement shall make LMCM
responsible for any claim or demand arising under the Investment Advisory and
Management Agreement from services rendered prior to the effective date of this
Substitution Agreement unless otherwise agreed by LMCM; and nothing in this
Substitution Agreement shall make LMFA responsible for any claim or demand
arising under the Investment Advisory and Management Agreement from services
rendered after the effective date of this Substitution Agreement unless
otherwise agreed by LMFA.
3. Representations of LMCM and LMFA. LMCM represents and warrants that
it is registered as an investment adviser under the Investment Advisers Act of
1940, as amended ("Advisers Act"). LMFA and LMCM each represent and warrant that
they are under the same control and management, and that substitution of LMCM as
a party to the Investment Advisory and Management
Agreement in place of LMFA shall not result in an "assignment" of the Investment
Advisory and Management Agreement as that term is defined in the 1940 Act or the
Advisers Act.
4. Consents. The Trust hereby consents to this assumption by LMCM of
the interest, rights and responsibilities of LMFA under the Investment Advisory
and Management Agreement and agrees, subject to the terms and conditions of said
Agreement, to look solely to LMCM for the performance of the duties and
obligations under said Agreement after the effective date described above.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers as of the date and
year first written above.
Attest: Xxxx Xxxxx Tax-Free Income Fund
By:/s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxxx
_____________________________________
Title Vice President and Treasurer
Attest: Xxxx Xxxxx Fund Adviser, Inc.
By:/s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx, III
_____________________________________
Xxxxxxx X. Xxxxxx, III
_____________________________________
Title President
Attest: Xxxx Xxxxx Capital Management, Inc.
By:/s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
_____________________________________
Xxxxxx X. Xxxxx
_____________________________________
Title Chairman and CEO
