INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated September __, 1991, between The Blackstone
Municipal Target Term Trust Inc. (the "Trust"), a Maryland corporation, and
Blackstone Financial Management L.P. (The "Adviser"), a Delaware limited
partnership.
In consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to act as
investment adviser to the Trust with respect to the investment of the
Trust's assets and to supervise and arrange the purchase of securities for
and the sale of securities held in the investment portfolio of the Trust.
2. Duties and obligations of the Adviser with
respect to investments of assets of the Trust
(a) Subject to the succeeding provisions of this
section and subject to the direction and control of the Trust's Board of
Directors, the Adviser shall (i) act as investment adviser for and
supervise and manage the investment and reinvestment of the Trust's assets
and in connection therewith have complete discretion in purchasing and
selling securities and other assets for the Trust and in voting, exercising
consents and exercising all other rights appertaining to such securities
and other assets on behalf of the Trust; (ii) supervise continuously the
investment program of the Trust and the composition of its investment
portfolio; and (iii) arrange, subject to the provisions of paragraph 3
hereof, for the purchase and sale of securities and other assets held in
the investment portfolio of the Trust.
(b) In the performance of its duties under this
Agreement, the Adviser shall at all times conform to, and act in accordance
with, any requirements imposed by (i) the provisions of the Investment
Company Act of 1940 (the "Act"), and of any rules or regulations in force
thereunder; (ii) any other applicable provision of law; (iii) the
provisions of the Articles of Incorporation and By-Laws of the Trust, as
such documents are amended from time to time; (iv) the investment objective
and policies of the Trust as set forth in its Registration Statement on
Form N-2 (file Nos. 33-41698 and 811-06355); and (v) any policies and
determinations of the Board of Directors of the Trust.
(c) The Adviser will bear all costs and expenses of
its partners and employees and any overhead incurred in connection with its
duties hereunder and shall the costs of any salaries or directors fees of
any officers or directors of the Trust who are affiliated persons (as
defined in the Act) of the Adviser except that the Board of Directors of
the Trust may approve reimbursement to the Adviser of the pro rata portion
of the salaries, bonuses, health insurance, retirement benefits and all
similar employment costs for the time spent on Trust operations (other than
the provision of investment advice) of all personnel employed by the
Adviser who devote substantial time to Trust operations or the operations
of other investment companies advised by the Adviser.
(d) The Adviser shall give the Trust the benefit of
its best judgment and effort in rendering services hereunder, but the
Adviser shall not be liable for any act or omission or for any loss
sustained by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under this Agreement.
(e) Nothing in this Agreement shall prevent the
Adviser or any partner, officer, employee or other affiliate thereof from
acting as investment adviser for any other person, firm or corporation, or
from engaging in any other lawful activity, and shall not in any way limit
or restrict the Adviser or any of its partners, officers, employees or
agents from buying, selling or trading any securities for its or their own
accounts or for the accounts of others for whom it or they may be acting,
provided, however that the Adviser will undertake no activities which, in
its judgment, will adversely affect the performance of its obligations
under this Agreement.
3. Portfolio Transactions and Brokerage
The Adviser is authorized, for the purchase and sale of the
Trust s portfolio securities, to employ such securities dealers as may, in
the judgment of the Adviser, implement the policy of the Trust to obtain
the best net results taking into account such factors as price, including
dealer spread, the size, type and difficulty of the transaction involved,
the firm s general execution and operational facilities and the firm s risk
in positioning the securities involved. Consistent with this policy, the
Adviser is authorized to direct the execution of the Trust s portfolio
transactions to dealers and brokers furnishing statistical information or
research deemed by the Adviser to be useful or valuable to the performance
of its investment advisory functions for the Trust.
4. Compensation of the Adviser.
(a) The Trust agrees to pay to the Adviser and the
Adviser agrees to accept as full compensation for all services rendered by
the Adviser as such, a fee computed and payable monthly in an amount equal
to .35% of the Trust s average weekly net asset value on an annualized
basis until termination of the Trust pursuant to its Articles of
Incorporation. For any period less than a month during which this
Agreement is in effect, the fee shall be prorated according to the
proportion which such period bears to a full month of 28, 29, 30 or 31
days, as the case may be.
(b) For purposes of this Agreement, the net assets of
the Trust shall be calculated pursuant to the procedures adopted by
resolutions of the Directors of the Trust for calculating the net asset
value of the Trust s shares or delegating such calculations to third
parties, provided, however, that the liquidation value of any outstanding
preferred stock of the Trust shall not be taken into account in calculating
the Trust s average weekly net asset value for purposes of Section 4(a) of
this Agreement.
5. Indemnity
(a) The Trust hereby agrees to indemnify the Adviser
and each of the Adviser s partners, officers, employees, agents, associates
and controlling persons and the partners, officers, employees and agents
thereof (including any individual who serves at the Adviser s request as
director, officer, partner, trustee or the like of another corporation)
(each such person being an "indemnitee") against any liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees (all as provided in
accordance with applicable corporate law) reasonably incurred by such
indemnitee in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which he may be or may have been
involved as a party or otherwise or with which he may be or may have been
threatened, while acting in any capacity set forth above in this Section 5
or thereafter by reason of his having acted in any such capacity, except
with respect to any matter as to which he shall have been adjudicated not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the Trust and furthermore, in the case of any criminal
proceeding, so long as he had no reasonable cause to believe that the
conduct was unlawful, provided, however, that (1) no indemnitee shall be
indemnified hereunder against any liability to the Trust or its
shareholders or any expense of such indemnitee arising by reason of (i)
willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv)
reckless disregard of the duties involved in the conduct of his position
(the conduct referred to in such clauses (i) through (iv) being sometimes
referred to herein as "disabling conduct"), (2) as to any matter disposed
of by settlement or a compromise payment by such indemnitee, pursuant to a
consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best interests
of the Trust and that such indemnitee appears to have acted in good faith
in the reasonable belief that his action was in the best interest of the
Trust and did not involve disabling conduct by such indemnitee and (3) with
respect to any action, suit or other proceeding voluntarily prosecuted by
any indemnitee as plaintiff, indemnification shall be mandatory only if the
prosecution of such action, suit or other proceeding by such indemnitee was
authorized by a majority of the full Board of the Trust.
(b) The Trust shall make advance payments in
connection with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust receives a written
affirmation of the indemnitee s good faith belief that the standard of
conduct necessary for indemnification has been met and a written
undertaking to reimburse the Trust unless it is subsequently determined
that he is entitled to such indemnification and if the directors of the
Trust determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following conditions
must be met: (A) the indemnitee shall provide a security for his undertaking,
(B) the Trust shall be insured against losses arising by reason of any lawful
advances, or (C) a majority of a quorum consisting of directors of the
Trust who are neither "interested persons" of the Trust (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
indemnitee ultimately will be found entitled to indemnification.
(c) All determinations with respect to indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such indemnitee is
not liable by reason of disabling conduct or, (2) in the absence of such a
decision, by (i) a majority vote of a quorum of the Disinterested Non-Party
Directors of the Trust, or (ii) if such a quorum is not obtainable or even,
if obtainable, if a majority vote of such quorum so directs, independent
legal counsel in a written opinion. All determinations that advance
payments in connection with the expense of defending any proceeding shall
be authorized shall be made in accordance with the immediately preceding
clause (2) above.
The rights accruing to any indemnitee under these provisions
shall not exclude any other right to which he may be lawfully entitled.
6. Duration and Termination
This Agreement shall become effective on the date it is approved
by the stockholder of the Trust and shall continue in effect for a period
of two years and thereafter from year to year, but only so long as such
continuation is specifically approved at least annually in accordance with
the requirements of the Act.
This Agreement may be terminated by the Adviser at any time
without penalty upon giving the Trust sixty days written notice (which
notice may be waived by the Trust) and may be terminated by the Trust at
any time without penalty upon giving the Adviser sixty days notice (which
notice may be waived by the Adviser), provided that such termination by the
Trust shall be directed or approved by the vote of a majority of the
Directors of the Trust in office at the time or by the vote of the holders
of a "majority" (as defined in the Act) of the voting securities of the
Trust at the time outstanding and entitled to vote. This Agreement shall
terminate automatically in the event of its assignment (as "assignment" is
defined in the Act.) The Adviser is a partnership and will notify the Trust
promptly after any change in the membership of such partnership.
7. Notices
Any notice under this Agreement shall be in writing to the other
party at such notice and shall be deemed to be received on the earlier of
the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid.
8. Governing Law
This Agreement shall be construed in accordance the laws of the
State of New York for contracts to be performed entirely therein without
reference to choice of law principles thereof and in accordance with the
applicable provisions of the Act.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers and their
respective seals to be hereunto affixed, all as of the day and the year
first above written.
THE BLACKSTONE MUNICIPAL TARGET
TERM TRUST INC.
[SEAL] By________________________________________
Xxxxx X. Xxxxxxxxxxx, President
BLACKSTONE FINANCIAL MANAGEMENT, L.P.
[SEAL]
By________________________________________
Xxxxxxxx X. Xxxx, General Partner
