Exhibit 5.2
MANAGEMENT CONTRACT
LEBENTHAL FUNDS, INC.
(the "Fund")
LEBENTHAL NEW YORK MUNICIPAL BOND FUND
(the "Portfolio")
New York, New York
_______________, 1994
Lebenthal Asset Management, Inc.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We propose to engage in the business of investing and
reinvesting our assets in securities of the type, and in accordance with the
limitations, specified in our Articles of Incorporation, By-Laws and
Registration Statement filed with the Securities and Exchange Commission under
the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of
1933, including the Prospectus forming a part thereof (the "Registration
Statement"), all as from time to time in effect, and in such manner and to
such extent as may from time to time be authorized by our Board of Directors.
We enclose copies of the document listed above and will furnish you such
amendments thereto as may be made from time to time.
2. (a) We hereby employ you to manage the investment and
reinvestment of our assets as above specified, and, without limiting the
generality of the foregoing, to provide the management and other services
specified below, including supervising and monitoring the performance of the
Administrator in connection with its duties under our Administrative Services
Agreement.
(b) Subject to the general control of our Board
of Directors, you will make decisions with respect to all purchases and sales
of our Portfolio securities. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact for our account and at our risk
and in our name, to place orders for the investment and reinvestment of our
assets. In all purchases, sales and other transactions in our
C/M: 10675.0002 193733.1
Portfolio securities you are authorized to exercise full discretion and act
for us in the same manner and with the same force and effect as our
corporation itself might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(c) You will report to our Board of Directors at
each meeting thereof all changes in our Portfolio since your prior report, and
will also keep us in touch with important developments affecting our Portfolio
and, on your initiative, will furnish us from time to time with such
information as you may believe appropriate for this purpose, whether
concerning the individual entities whose securities are included in our
Portfolio, the activities in which such entities engage, Federal income tax
policies applicable to our investments, or the conditions prevailing in the
money market or the economy generally. You will also furnish us with such
statistical and analytical information with respect to the Portfolio
securities as you may believe appropriate or as we may reasonably request. In
making such purchases and sales of our Portfolio securities, you will comply
with the policies set from time to time by our Board of Directors as well as
the limitations imposed by our Articles of Incorporation and by the provisions
of the Internal Revenue Code and the 1940 Act relating to regulated investment
companies and the limitations contained in the Registration Statement.
(d) It is understood that you will from time to
time employ, subcontract with or otherwise associate yourself with, entirely
at your expense, such persons as you believe to be particularly fitted to
assist you in the execution of your duties hereunder
(e) You or your affiliates will also furnish us,
at your own expense, such investment advisory supervision and assistance as
you may believe appropriate or as we may reasonable request subject to the
requirements of any regulatory authority to which you may be subject. You and
your affiliates will also pay the expenses of promoting the sale of our shares
(other than the costs of preparing, printing and filing our registration
statement, printing copies of the prospectus contained therein and complying
with other applicable regulatory requirements), except to the extent that we
are permitted to bear such expenses under a plan adopted pursuant to Rule
12b-1 under the 1940 Act or a similar rule.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses, including: (a) brokerage and commission expenses; (b) Federal, state
or local taxes, including issue and transfer taxes incurred by or levied on
us; (c) commit-
-2-
C/M: 10675.0002 193733.1
ment fees and certain insurance premiums; (d) interest charges on borrowings;
(e) charges and expenses of our custodian; (f) charges, expenses and payments
relating to the issuance, redemption, transfer and dividend disbursing
functions for us; (g) telecommunications expenses; (h) recurring and
nonrecurring legal and accounting expenses, including the determination of net
asset value per share and the maintenance of Portfolio and general accounting
records; (i) costs of organizing and maintaining our existence as a
corporation; (j) compensation, including directors' fees, of any of our
directors, officers or employees who are not your officers or officers of your
affiliates and costs of other personnel providing clerical, accounting
supervision and other office services to us, as we may request; (k) costs of
stockholders' services; (l) costs of stockholders' reports, proxy
solicitations, and corporate meetings; (m) fees and expenses of registering
our shares under the appropriate Federal securities laws and of qualifying our
shares under applicable state securities laws, including expenses attendant
upon the initial registration and qualification of our shares and attendant
upon renewals of, or amendment to, those registrations and qualifications; (n)
expenses of preparing, printing and delivering our prospectus to our existing
shareholders and of printing shareholder application forms for shareholder
accounts; and (o) payment of the fees provided for herein and in the
Administrative Services Agreement and Distribution Agreement. Pursuant to the
Distribution Agreement between us and Lebenthal & Co., Inc. (the
"Distributor"), our obligation for the foregoing expenses is limited in that
the Distributor is responsible for any amount by which our annual operating
expenses (excluding taxes, brokerage, interest and extraordinary expenses)
exceed the limits on investment company expenses prescribed by any state in
which the Portfolio's shares are qualified for sale.
4. We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be
liable hereunder for any mistake of judgment or for any other cause, provided
that nothing herein shall protect you against any liability to us or to our
security holders by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at
the annual rate of .25% of the Portfolio's average daily net assets not in
excess of $50 million, .225% of such assets between $50 million and $100
million and .20% of such assets in excess of $100 million. Your fee will be
accrued by us daily, and will be payable on the last day of each calendar
month for services performed hereunder during that month or on such other
-3-
C/M: 10675.0002 193733.1
schedule as you shall request of us in writing. You may waive your right to
any fee to which you are entitled hereunder, provided such waiver is delivered
to us in writing.
6. This Agreement will become effective on the date hereof and
shall remain in effect until and shall continue in effect until ___________ and
thereafter for successive twelve-month periods (computed from each _________),
provided that such continuation is specifically approved at least annually by
our Board of Directors or by a majority vote of the holders of our outstanding
voting securities, as defined in the 1940 Act, and, in either case, by a
majority of those of our directors who are neither party to this Agreement nor,
other than by their service as directors of the corporation, interested persons,
as defined in the 1940 Act, of any such person who is party to this Agreement.
Upon the effectiveness of this Agreement, it shall supersede all previous
Agreements between us covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty, by vote of a
majority of our outstanding voting securities, as defined in the 1940 Act, or by
a vote of a majority of our entire Board of Directors, on sixty days' written
notice to you, or by you on sixty days' written notice to us.
7. This Agreement may not be transferred, assigned, sold or in
any manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer", "assignment" and "sale"
as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers and directors employees or the who may also
be a director, officer or employee of ours, or of a person affiliated with us,
as defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of
a similar or dissimilar nature, or to render services of any kind to any other
corporation, firm, individual or association.
-4-
C/M: 10675.0002 193733.1
If the foregoing is in accordance with your understanding, will
you kindly so indicate by signing and returning to us the enclosed copy
hereof.
Very truly yours,
LEBENTHAL FUNDS, INC.
Lebenthal New York
Municipal Bond Fund
By:
ACCEPTED: ________________, 1994
LEBENTHAL ASSET MANAGEMENT, INC.
By:
-5-
C/M: 10675.0002 193733.1
