ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made as of July 15, 2024, by and between Franklin Advisers, Inc. (“FAV”) and Xxxxxx Investment Management, LLC (“PIM”), each an indirect, wholly-owned subsidiary of Franklin Resources, Inc.
WHEREAS, FAV and PIM are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and are engaged in the business of rendering management, investment advisory, counseling and supervisory services to investment companies and other investment advisory clients;
WHEREAS, XXX serves as the investment manager to the series of Xxxxxx Tax-Free Income Trust (the “Fund”) listed on Schedule A (each reference in this Agreement to “a Fund” or to “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), pursuant to a Management Contract dated as of January 31, 2024, between the Fund and PIM (the “Management Contract”);
WHEREAS, XXX, effective July 15, 2024 (the “Effective Date”), has transferred to FAV all of its personnel (including all portfolio managers, research analysts, and certain support staff members), assets, and liabilities related to its fixed income and investment solutions investment management business (the “Transfer”), and, in conjunction with the Transfer, PIM desires to assign the Management Contract to FAV pursuant to this Assignment and Assumption Agreement;
WHEREAS, the Transfer and the assignment of the Management Contract to FAV pursuant to this Assignment and Assumption Agreement will not result in a change of control or management, and thus will not constitute an “assignment” of the Management Contract under the Investment Company Act of 1940, as amended, or a material amendment of the Management Contract; and
WHEREAS, the Board of Trustees of the Fund, including a majority of the Trustees of the Fund present in person that were not interested persons of the Fund, PIM, or FAV, approved a form of this Assignment and Assumption Agreement at a meeting held on June 28, 2024.
NOW, THEREFORE, the parties hereto agree as follows as of the Effective Date:
1. The Management Contract is hereby assumed in its entirety by FAV, except that all references to PIM shall be replaced with references to FAV.
2. FAV agrees to perform and be bound by all of the terms of the Management Contract and the obligations and duties of PIM thereunder.
3. FAV and PIM acknowledge and agree that for purposes of Section 3 and Schedule B of the Management Contract, each Fund is, and shall continue to be, considered “an open-end fund sponsored by Xxxxxx Management.”
4. The Management Contract shall continue in full force and effect as set forth therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the date set forth above.
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Xxxxxxxx Advisers, INC.
By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx Chief Legal Officer |
XXXXXX INVESTMENT MANAGEMENT, llc
By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx |
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ACKNOWLEDGED:
XXXXXX TAX-FREE INCOME TRUST, on behalf of the series listed on Schedule A
By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx |
Schedule A
Xxxxxx Strategic Intermediate Municipal Fund
Xxxxxx Tax-Free High Yield Fund
