The Massachusetts Management Agreement between Prudential Tax-Managed Growth Fund (the "Fund") and Prudential Investments Fund Management, LLC (the "Management Company") is a legally binding document that outlines the terms and conditions of the management relationship between the two entities. It governs the actions and responsibilities of the Management Company in managing the Fund's assets and operations within the state of Massachusetts. This agreement includes various important provisions that ensure effective and compliant management of the Fund. These provisions cover areas such as investment strategy, performance evaluation, investment restrictions, reporting, compensation, and termination rights. The primary objective of the Massachusetts Management Agreement is to establish a framework for the Management Company's duties and responsibilities concerning the Fund's operations and investments. It outlines the investment goals and objectives of the Fund and provides guidance on the types of securities and investment techniques that may be used to achieve those goals. Additionally, the agreement details the reporting requirements that the Management Company must adhere to. This includes regular reporting on the Fund's performance, holdings, expenses, and compliance with relevant regulations and laws. These reports are essential for maintaining transparency and ensuring that investors have access to accurate and timely information about the Fund's activities. In terms of compensation, the Massachusetts Management Agreement defines the fees and expenses that the Management Company is entitled to receive for its services. These fees typically include a base management fee, performance-based fees tied to the Fund's performance, and reimbursement of certain operating expenses. It is worth noting that there may be different types of Massachusetts Management Agreements between Prudential Tax-Managed Growth Fund and Prudential Investments Fund Management, LLC that cater to specific investment strategies or fund structures. These variations could include agreements for different share classes, separate accounts, or specialized strategies tailored to specific investor needs. In conclusion, the Massachusetts Management Agreement plays a crucial role in defining the relationship between Prudential Tax-Managed Growth Fund and Prudential Investments Fund Management, LLC. It sets out the terms of the management services provided by the Management Company, ensures compliance with regulations, and provides transparency to investors regarding the Fund's activities and performance.