EXHIBIT 5(B)
SUBSTITUTION AGREEMENT
Xxxx Xxxxx Tax Exempt Trust, Inc.
AGREEMENT, made this 1st day of January, 1998, by and among Xxxx Xxxxx
Fund Adviser, Inc. ("LMFA"), Xxxx Xxxxx Capital Management, Inc. ("LMCM"), and
Xxxx Xxxxx Tax Exempt Trust, Inc. (the "Corporation"), each of which is a
Maryland corporation.
WHEREAS, the Corporation 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 currently consists of one
series; and
WHEREAS, LMFA serves as Investment Adviser and Manager to the
Corporation pursuant to an Investment Advisory and Management Agreement between
the Corporation and LMFA dated July 1, 1983; and
WHEREAS, the persons rendering portfolio management services for the
Corporation 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
Corporation whereby LMFA will continue to provide administrative services to the
Corporation, whereby the services provided to the Corporation, and the total
fees paid by the Corporation for investment advisory, management and
administrative services, remain unchanged; and
WHEREAS, LMFA has represented to the Corporation 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
Corporation will remain the same; and
WHEREAS, under these circumstances, the Corporation 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 Corporation 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 Exempt Trust, Inc.
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxxx
By: ________________________ By: ______________________________
Vice President and Treasurer
______________________________
Title
Attest: Xxxx Xxxxx Fund Adviser, Inc.
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxxx
By: ________________________ By: ______________________________
Vice President and Treasurer
______________________________
Title
Attest: Xxxx Xxxxx Capital Management, Inc.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
By: ________________________ By: ______________________________
Chairman and CEO
______________________________
Title
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