MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of December 29, 1988, between ▇▇▇▇▇▇▇▇ NEW
JERSEY TAX-EXEMPT FUND, INC., a Maryland corporation (the "Corporation"), and J.
& ▇. ▇▇▇▇▇▇▇▇ & CO. INCORPORATED, a Delaware corporation (the "Manager").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. Duties of the Manager. The Manager shall manage the affairs of the
Corporation including, but not limited to, continuously providing the
Corporation with investment management, including investment research, advice
and supervision, determining which securities shall be purchased or sold by the
Corporation, making purchases and sales of securities on behalf of the
Corporation and determining how voting and other rights with respect to
securities of the Corporation shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus of the Corporation and the requirements of the Investment Company Act
of 1940 (the "Act") and other applicable law. In performing such duties, the
Manager shall provide such office space, such bookkeeping, accounting, internal
legal, clerical, secretarial and administrative services (exclusive of, and in
addition to, any such services provided by any others retained by the
Corporation) and such executive and other personnel as shall be necessary for
the operations of the Corporation. The Corporation understands that the Manager
also acts as the manager of all of the investment companies in the ▇▇▇▇▇▇▇▇
Group.
Subject to Section 36 of the Act, the Manager shall not be liable to the
Corporation for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the management of the
Corporation and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Expenses. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 and shall pay any salaries, fees
and expenses of the directors of the Corporation who are employees of the
Manager or its affiliates. The Manager shall not be required to pay any other
expenses of the Corporation, including, but not limited to, direct charges
relating to the purchase and sale of portfolio securities, interest charges,
fees and expenses of independent attorneys and auditors, taxes and governmental
fees, cost of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares, expenses of
registering and qualifying shares for sale, expenses of printing and
distributing reports, notices and proxy materials to shareholders, expenses of
corporate data processing and related services, shareholder recordkeeping and
shareholder account services, expenses of printing and filing reports and other
documents filed with governmental agencies, expenses of printing and
distributing prospectuses, expenses of annual and special shareholders'
-1-
meetings, fees and disbursements of transfer agents and custodians, expenses of
disbursing dividends and distributions, fees and expenses of trustees of the
Corporation who are not employees of the Manager or its affiliates, membership
dues in the Investment Company Institute, insurance premiums and extraordinary
expenses such as litigation expenses.
3. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1, the
Corporation will pay to the Manager promptly after the end of each month a fee,
calculated on each day during such month, at an annual rate of 0.50% of the
Corporation's average daily net assets.
(b) If the Manager shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
4. Purchase and Sale of Securities. The Manager shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers (including the Manager or an affiliate of the Manager) as the Manager
shall deem appropriate in order to carry out the policy with respect to
allocation of portfolio transactions as set forth in the Registration Statement
and Prospectus(es) of the Corporation or as the Board of Directors of the
Corporation may direct from time to time. In providing the Corporation with
investment management and supervision, it is recognized that the Manager will
seek the most favorable price and execution, and, consistent with such policy,
may give consideration to the research, statistical and other services furnished
by brokers or dealers to the Manager for its use, to the general attitude of
brokers or dealers toward investment companies and their support of them, and to
such other considerations as the Board of Directors of the Corporation may
direct or authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for the
Corporation that the Manager have access to supplemental investment and market
research and security and economic analysis provided by brokers who execute
brokerage transactions at a higher cost to the Corporation than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and execution. Therefore, the Manager is authorized to place orders for
the purchase and sale of securities of the Corporation with such brokers,
subject to review by the Corporation's Board of Directors from time to time with
respect to the extent and continuation of this practice. It is understood that
the services provided by such brokers may be useful to the Manager in connection
with its services to other clients as well as the Corporation.
The placing of purchase and sale orders may be carried out by the Manager
or any wholly-owned subsidiary of the Manager.
If, in connection with purchases and sales of securities for the
Corporation, the Manager or any subsidiary of the Manager may, without material
risk, arrange to receive a soliciting dealer's fee or other underwriter's or
dealer's discount or commission, the Manager shall, unless otherwise directed by
the Board of Directors of the Corporation, obtain such fee, discount or
commission and the amount thereof shall be applied to reduce the compensation to
be received by the Manager pursuant to Section 3 hereof.
-2-
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Corporation of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.
5. Term of Agreement. This Agreement shall continue in full force and
effect until the earlier of December 29, 1989, and from year to year thereafter
if such continuance is approved in the manner required by the Act if the Manager
shall not have notified the Corporation in writing at least 60 days prior to
such December 29 or prior to December 29 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Corporation, on 60 days' written notice to the Manager
by vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Corporation (as defined by the Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the Act).
6. Right of Manager In Corporate Name. The Manager and the Corporation each
agree that the word "▇▇▇▇▇▇▇▇", which comprises a component of the Corporation'
name, is a property right of the Manager. The Corporation agrees and consents
that (i) it will only use the word "▇▇▇▇▇▇▇▇" as a component of its corporate
name and for no other purpose, (ii) it will not purport to grant to any third
party the right to use the word "▇▇▇▇▇▇▇▇" for any purpose, (iii) the Manager or
any corporate affiliate of the Manager may use or grant to others the right to
use the word "▇▇▇▇▇▇▇▇", or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose, including
a grant of such right to any other investment company, and at the request of the
Manager, the Corporation will take such action as may be required to provide its
consent to the use of the word "▇▇▇▇▇▇▇▇", or any combination or abbreviation
thereof, by the Manager or any corporate affiliate of the Manager, or by any
person to whom the Manager or an affiliate of the Manager shall have granted the
right to such use; and (iv) upon the termination of any management agreement
into which the Manager and the Corporation may enter, the Corporation shall,
upon request by the Manager, promptly take such action, at its own expense, as
may be necessary to change its corporate name to one not containing the word
"▇▇▇▇▇▇▇▇" and following such change, shall not use the word ▇▇▇▇▇▇▇▇, or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its officers, trustees and
stockholders to take any and all actions which the Manager may request to effect
the foregoing and to reconvey to the Manager any and all rights to such word.
7. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
-3-
IN WITNESS WHEREOF, the Corporation and the Manager have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
▇▇▇▇▇▇▇▇ NEW JERSEY TAX-EXEMPT FUND, INC.
By_________________________________________
J. & ▇. ▇▇▇▇▇▇▇▇ & CO. INCORPORATED
By_________________________________________
-4-