NEW JERSEY TAX FREE PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 13th day of October, 1992, between New Jersey
Tax Free Portfolio, a New York trust (the "Trust"), and Boston Management
and Research, a Massachusetts business trust (the "Adviser").
1. Duties of the Adviser. The Trust hereby employs the
Adviser to act as investment adviser for and to manage the investment and
reinvestment of the assets of the Trust and to administer its affairs,
subject to the supervision of the Trustees of the Trust, for the period
and on the terms set forth in this Agreement.
The Adviser hereby accepts such employment, and undertakes to
afford to the Trust the advice and assistance of the Adviser's
organization in the choice of investments and in the purchase and sale of
securities for the Trust and to furnish for the use of the Trust office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Trust and for administering its affairs
and to pay the salaries and fees of all officers and Trustees of the Trust
who are members of the Adviser's organization and all personnel of the
Adviser performing services relating to research and investment
activities. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise expressly provided
or authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust.
The Adviser shall provide the Trust with such investment
management and supervision as the Trust may from time to time consider
necessary for the proper supervision of the Trust. As investment adviser
to the Trust, the Adviser shall furnish continuously an investment program
and shall determine from time to time what securities and other
investments shall be acquired, disposed of or exchanged and what portion
of the Trust's assets shall be held uninvested, subject always to the
applicable restrictions of the Declaration of Trust, By-Laws and
registration statement of the Trust under the Investment Company Act of
1940, all as from time to time amended. Should the Trustees of the Trust
at any time, however, make any specific determination as to investment
policy for the Trust and notify the Adviser thereof in writing, the
Adviser shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf of the
Trust, all actions which it deems necessary or desirable to implement the
investment policies of the Trust.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of the Trust either directly with the
issuer or with brokers or dealers selected by the Adviser, and to that end
the Adviser is authorized as the agent of the Trust to give instructions
to the custodian of the Trust as to deliveries of securities and payment
of cash for the account of the Trust. In connection with the selection of
such brokers or dealers and the placing of such orders, the Adviser shall
use its best efforts to seek to execute security transactions at prices
which are advantageous to the Trust and (when a disclosed commission is
being charged) at reasonably competitive commission rates. In selecting
brokers or dealers qualified to execute a particular transaction, brokers
or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Adviser and the Adviser is expressly
authorized to pay any broker or dealer who provides such brokerage and
research services a commission for executing a security transaction which
is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the
overall responsibilities which the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion.
Subject to the requirement set forth in the second sentence of this
paragraph, the Adviser is authorized to consider, as a factor in the
selection of any broker or dealer with whom purchase or sale orders may be
placed, the fact that such broker or dealer has sold or is selling shares
of any one or more investment companies sponsored by the Adviser or its
affiliates or shares of any other investment company investing in the
Trust.
2. Compensation of the Adviser. For the services, payments
and facilities to be furnished hereunder by the Adviser, the Adviser shall
be entitled to receive from the Trust, on a daily basis, compensation is
an amount equal to the aggregate of:
(a) a daily asset-based fee computed by applying the annual
asset rate applicable to that portion of the total daily net assets of the
Trust in each Category as indicated below:
Category Daily Net Assets Annual Asset Rate
1 up to $20 million 0.100%
2 20 million but less than $40 million 0.200%
3 $40 million but less than $500 million 0.300%
4 $500 million but less than $1 billion 0.275%
5 $1 billion but less than $1.5 billion 0.250%
6 $1.5 billion but less than $2 billion 0.225%
7 $2 billion but less than $3 billion 0.200%
8 $3 billion and over 0.175%, plus
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(b) a daily income-based fee computed by applying the daily
income rate applicable to that portion of the total daily gross income of
the Trust (which portion shall bear the same relationship to the total
daily gross income on such day as that portion of the total daily net
assets of the Trust in the same Category bears to the total daily net
assets on such day) in each Category as indicated below:
Category Daily Net Assets Daily Income Rate
1 up to $20 million 1.00%
2 $20 million but less than $40 million 2.00%
3 $40 million but less than $500 million 3.00%
4 $500 million but less than $1 billion 2.75%
5 $1 billion but less than $1.5 billion 2.50%
6 $1.5 billion but less than $2 billion 2.25%
7 $2 billion but less than $3 billion 2.00%
8 $3 billion and over 1.75%, plus
Such daily compensation shall be paid monthly in arrears on the last
business day of each month. The Trust's daily net assets and gross
income shall be computed in accordance with the Declaration of Trust
of the Trust and any applicable votes and determinations of the
Trustees of the Trust.
In case of initiation or termination of the Agreement during
any month with respect to the Trust, the fee for that month shall be
based on the number of calendar days during which it is in effect.
The Adviser may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood
that the Trust will pay all its expenses other than those expressly
stated to be payable by the Adviser hereunder, which expenses payable
by the Trust shall include, without implied limitation, (i) expenses
of maintaining the Trust and continuing its existence, (ii)
registration of the Trust under the Investment Company Act of 1940,
(iii) commissions, fees and other expenses connected with the
acquisition, holding and disposition of securities and other
investments, (iv) auditing, accounting and legal expenses, (v) taxes
and interest, (vi) governmental fees, (vii) expenses of issue, sale
and redemption of Interests in the Trust, (viii) expenses of
registering and qualifying the Trust and Interests in the Trust under
federal and state securities laws and of preparing and printing
registration statements or other offering statements or memoranda for
such purposes and for distributing the same to Holders and investors,
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and fees and expenses of registering and maintaining registrations of
the Trust and the Trust's placement agent as broker-dealer or agent
under state securities laws, (ix) expenses of reports and notices to
Holders and of meetings of Holders and proxy solicitations therefor,
(x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues, (xiii) fees,
expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of
funds, securities and other investments, keeping of books, accounts
and records, and determination of net asset values, book capital
account balances and tax capital account balances), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing
agents, Holder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing the accounts of Holders, (xvi) any
direct charges to Holders approved by the Trustees of the Trust,
(xvii) compensation and expenses of Trustees of the Trust who are not
members of the Adviser's organization, and (xviii) such non-recurring
items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to
indemnify its Trustees, officers and Holders with respect thereto.
4. Other Interests. It is understood that Trustees and
officers of the Trust and Holders of Interests in the Trust are or may
be or become interested in the Adviser as trustees, shareholders or
otherwise and that trustees, officers and shareholders of the Adviser
are or may be or become similarly interested in the Trust, and that
the Adviser may be or become interested in the Trust as Holder or
otherwise. It is also understood that trustees, officers, employees
and shareholders of the Adviser may be or become interested (as
directors, trustees, officers, employees, shareholders or otherwise)
in other companies or entities (including, without limitation, other
investment companies) which the Adviser may organize, sponsor or
acquire, or with which it may merge or consolidate, and which may
include the words "Xxxxx Xxxxx" or "Boston Management and Research" or
any combination thereof as part of their name, and that the Adviser or
its subsidiaries or affiliates may enter into advisory or management
agreements or other contracts or relationships with such other
companies or entities.
5. Limitation of Liability of the Adviser. The services
of the Adviser to the Trust are not to be deemed to be exclusive, the
Adviser being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Trust or to any Holder of Interests in the Trust
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the
acquisition, holding or disposition of any security or other
investment.
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6. Sub-Investment Advisers. The Adviser may employ one
or more sub-investment advisers from time to time to perform such of
the acts and services of the Adviser, including the selection of
brokers or dealers to execute the Trust's portfolio security
transactions, and upon such terms and conditions as may be agreed upon
between the Adviser and such investment adviser and approved by the
Trustees of the Trust.
7. Duration and Termination of this Agreement. This
Agreement shall become effective upon the date of its execution, and,
unless terminated as herein provided, shall remain in full force and
effect through and including February 28, 1994 and shall continue in
full force and effect indefinitely thereafter, but only so long as
such continuance after February 28, 1994 is specifically approved at
least annually (i) by the Board of Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Trust and (ii)
by the vote of a majority of those Trustees of the Trust who are not
interested persons of the Adviser or the Trust cast in person at a
meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Agreement without the
payment of any penalty, by action of Trustees of the Trust or the
trustees of the Adviser, as the case may be, and the Trust may, at any
time upon such written notice to the Adviser, terminate this Agreement
by vote of a majority of the outstanding voting securities of the
Trust. This Agreement shall terminate automatically in the event of
its assignment.
8. Amendments of the Agreement. This Agreement may be
amended by a writing signed by both parties hereto, provided that no
amendment to this Agreement shall be effective until approved (i) by
the vote of a majority of those Trustees of the Trust who are not
interested persons of the Adviser or the Trust cast in person at a
meeting called for the purpose of voting on such approval, and (ii) by
vote of a majority of the outstanding voting securities of the Trust.
9. Limitation of Liability. The Adviser expressly
acknowledges the provision in the Declaration of Trust of the Trust
(Section 5.2 and 5.6) limiting the personal liability of the Trustees
and officers of the Trust, and the Adviser hereby agrees that it shall
have recourse to the Trust for payment of claims or obligations as
between the Trust and the Adviser arising out of this Agreement and
shall not seek satisfaction from any Trustee or officer of the Trust.
10. Certain Definitions. The terms "assignment" and
"interested persons" when used herein shall have the respective
meanings specified in the Investment Company Act of 1940 as now in
effect or as hereafter amended subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission by any rule,
regulation or order. The term "vote of a majority of the outstanding
voting securities" shall mean the vote, at a meeting of Holders, of
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the lesser of (a) 67 per centum or more of the Interests in the Trust
present or represented by proxy at the meeting if the Holders of more
than 50 per centum of the outstanding Interests in the Trust are
present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding Interests in the Trust. The terms
"Holders" and "Interests" when used herein shall have the respective
meanings specified in the Declaration of Trust of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
NEW JERSEY TAX FREE PORTFOLIO BOSTON MANAGEMENT AND
RESEARCH
By: /s/Xxxxx X. Xxxxxx By: /s/Xxxxxx X. Xxxxx
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President Vice President
and not individually
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