INTER-AFFILIATE TRANSFER AGREEMENT
XXXX XXXXX MARYLAND TAX-FREE INCOME TRUST
This Inter-Affiliate Transfer Agreement ("Transfer Agreement") is made
as of the 8th day of June, 2007 by and among Xxxx Xxxxx Fund Adviser, Inc.
("LMFA"), Xxxx Xxxxx Investment Counsel & Trust Company, N.A. ("LM Trust"), Xxxx
Xxxxx Investment Counsel, LLC ("LMIC") and Xxxx Xxxxx Tax-Free Income Fund
("Tax-Free Income") on behalf of Xxxx Xxxxx Maryland Tax-Free Income Trust
("Fund").
Recitals
The Fund is a series of Tax-Free Income, an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
LMFA is the investment adviser and manager of the Fund pursuant to an
investment advisory and management agreement between LMFA and the Trust on
behalf of the Fund; and
LMFA and LM Trust have entered into a sub-advisory agreement dated June
1, 2000 ("Sub-Advisory Agreement"), under which LM Trust serves as investment
sub-adviser of the Fund; and
LMFA, LM Trust and LMIC are all affiliated by virtue of LMFA and LM
Trust being wholly owned subsidiaries of Xxxx Xxxxx, Inc. and LMIC being a
wholly owned subsidiary of LM Trust; and
LM Trust desires to transfer its duties and obligations under the
Sub-Advisory Agreement to LMIC, and LMIC is willing to accept the transfer and
assume the duties and obligations under the Sub-Advisory Agreement on the terms
and conditions set forth herein; and
The Fund has agreed to the proposed transfer;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Transfer and Assumption. The parties agree that the terms and conditions of
the Sub-Advisory Agreement are incorporated herein by reference. Effective June
8, 2007, LM Trust hereby transfers, conveys and sets over all of its rights,
interests, claims and entitlements under the Sub-Advisory Agreement to LMIC and
to its successors and permitted assigns, to have and to hold the same forever,
it being understood that such transfer, conveyance and set over will not result
in the automatic termination of the Sub-Advisory Agreement as a result of an
"assignment" within the meaning set forth in the 1940 Act and the regulations
thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise
discharge when due all covenants, liabilities, duties and obligations of LM
Trust under or in connection with or arising out of the Sub-Advisory Agreement.
Except as expressly herein provided, this Transfer Agreement shall not be
construed to modify, terminate or merge any rights any party to the Sub-Advisory
Agreement has pursuant to the terms thereof, and the parties hereby confirm all
of the terms and provisions of the Sub-Advisory Agreement as remaining in full
force and effect.
2. Consent. Tax-Free Income, on behalf of the Fund hereby consents and agrees to
the foregoing transfer and assumption.
3. Further Assurances. Each of the parties agrees to execute and deliver, at its
own expense, such further documents, and to do such further things, as another
party may reasonably request in order to more fully effectuate the transactions
contemplated by this Transfer Agreement.
4. Governing Law. This Transfer Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland without regards to its
conflict of laws provisions.
5. Counterparts. This Transfer Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute but one and the
same instrument, and any of the parties hereto may execute this Transfer
Agreement by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Transfer
Agreement to be executed by their respective officers, or other authorized
signatories, as of the date first above written.
ATTEST: XXXX XXXXX TAX-FREE INCOME FUND
One behalf of Xxxx Xxxxx Maryland Tax-Free
Income Trust
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------
Title: Secretary
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ATTEST: XXXX XXXXX INVESTMENT COUNSEL AND TRUST
COMPANY, N.A.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx III
--------------------- -------------------------------
Name: Xxxxxxx X. Xxxxx III
--------------------------
Title: Managing Director
----------------------
ATTEST: XXXX XXXXX INVESTMENT COUNSEL, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ X. Xxxxxxx Xxxxx, Jr.
--------------------- -------------------------------
Name: X. Xxxxxxx Sands, Jr.
--------------------------
Title: Managing Director
----------------------
ATTEST: XXXX XXXXX FUND ADVISER, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx Xxxx
--------------------------- -----------------------------
Name: Xxxxxxx Xxxx
------------------------
Title: Vice President
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