All American Term Trust Annual NSAR
For period ending January 31, 2001 Exhibit 77 Q.1
File number 811 7352
INTERIM INVESTMENT MANAGEMENT AND
ADMINISTRATION CONTRACT
Contract made as of October 10, 2000, between ALL AMERICAN TERM
TRUST INC.,a Maryland corporation Fund, and XXXXXXXx
XXXXXXXX ASSET MANAGEMENT INC. Xxxxxxxx Xxxxxxxx, a Delaware
corporation registered as an investment adviser under the
Investment Advisers Act of 1940, as amended Advisers Act,
and as a broker dealer under the Securities Exchange Act of 1934,
as amended 1934 Act.
WHEREAS the Fund is registered under the Investment Company
Act of 1940, as amended 1940 Act, as a closed end, diversified
management investment company, and has registered shares of
its common stock Shares for sale to the public under the
Securities Act of 1933, as amended 1933 Act and WHEREAS the Fund
desires and intends to have one or more investment advisers
SubAdvisers provide investment advisory and portfolio management
services to the Fund and
WHEREAS the Fund desires to retain Xxxxxxxx Xxxxxxxx as
investment manager and administrator to furnish certain
administrative and portfolio management services to the Fund,
and Xxxxxxxx Xxxxxxxx is willing to furnish such services
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows
1. Appointment. The Fund hereby appoints Xxxxxxxx Xxxxxxxx
as investment manager and administrator of the Fund for the period
and on the terms set forth in this Contract. Xxxxxxxx Xxxxxxxx
accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Investment Manager Appointment of Sub Advisers
a Subject to the oversight and direction of the Funds
Board of Directors Board, Xxxxxxxx Xxxxxxxx will provide to
the Fund investment management evaluation services principally
by performing initial reviews of prospective SubAdvisers
for the Fund and supervising and monitoring performance
of the Sub Advisers thereafter. Xxxxxxxx Xxxxxxxx agrees
to report to the Fund the results of its evaluation,
supervision and monitoring functions and to keep certain
books and records of the Fund in connection therewith.
Xxxxxxxx Xxxxxxxx further agrees to communicate performance
expectations and evaluations to the SubAdvisers, and to
recommend to the Fund whether agreements with the SubAdvisers
should be renewed, modified or terminated.
b Xxxxxxxx Xxxxxxxx is responsible for informing
the Sub Advisers of the investment objectives, policies
and restrictions of the Fund, for informing or ascertaining
that it is aware of other legal and regulatory
responsibilities
applicable to the SubAdvisers with respect to the Fund,
and for monitoring the SubAdvisers discharge of their
duties but Xxxxxxxx Xxxxxxxx is not responsible for the
specific actions or inactions of the SubAdvisers in the
performance of the duties assigned to it.
c With respect to each SubAdviser for the Fund,
Xxxxxxxx Xxxxxxxx shall enter into an agreement SubAdvisory
Agreement with the SubAdviser in substantially the form
previously approved by the Board.
d Xxxxxxxx Xxxxxxxx shall be responsible for the fees
payable to and shall pay the SubAdvisers of the Fund the
fee as specified in the SubAdvisory Agreement relating thereto.
3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer
the affairs of the Fund subject to the oversight and direction of the
Board and the following understandings
a Xxxxxxxx Xxxxxxxx will supervise all aspects of the
operations of the Fund, including oversight of transfer
agency, custodial and accounting services, except as
hereinafter set forth provided, however, that nothing
herein contained shall be deemed to relieve or deprive the
Board of its responsibility for and control of the conduct
of the affairs of the Fund.
b Xxxxxxxx Xxxxxxxx will provide the Fund with such
corporate, administrative and clerical personnel including
officers of the Fund and services as are reasonably
deemed necessary or advisable by the Board, including
the maintenance of certain books and records of the Fund.
c Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the
periodic preparation, updating, filing and dissemination as
applicable of the Funds Registration Statement, proxy
material, tax returns and required reports to the Funds
shareholders and the Securities and Exchange Commission
Commission
and other appropriate federal or state regulatory authorities.
d Xxxxxxxx Xxxxxxxx will provide the Fund with, or obtain
for it, adequate office space and all necessary office
equipment and services, including telephone service, heat,
utilities, stationery supplies and similar in
e Xxxxxxxx Xxxxxxxx will provide the Board on a regular
basis with economic and investment analyses and reports and
make available to the Board upon request any economic,
statistical and investment services normally available to
institutional or other customers of Xxxxxxxx Xxxxxxxx.
4. Further Duties. In all matters relating to the performance
of this Contract, Xxxxxxxx Xxxxxxxx will act in conformity with the
Articles of Incorporation, By Laws and the Registration Statement
of the Fund and with the instructions and directions of the Board
and will comply with the requirements of the 1940 Act, the Advisers
Act, and the rules under each, and all other applicable federal
and state laws and regulations.
5. Services Not Exclusive. The services furnished by Xxxxxxxx
Xxxxxxxx hereunder are not to be deemed exclusive and Xxxxxxxx
Xxxxxxxx shall be free to furnish similar services to others so
long as its services under this Contract are not impaired thereby.
Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of Xxxxxxxx Xxxxxxxx, who may also
be a director, officer or employee of the Fund, to engage in any
other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether
of a similar nature or a dissimilar nature.
6. Expenses.
a During the term of this Contract, the Fund will
bear all expenses, not specifically assumed by Xxxxxxxx
Xxxxxxxx, incurred in its operations and the offering
of its shares.
b Expenses borne by the Fund will include but not
be limited to the following which shall be in addition to
the fees payable to and expenses incurred on behalf of the
Fund by Xxxxxxxx Xxxxxxxx under this contract i the cost
including brokerage commissions of securities purchased
or sold by the Fund and any losses incurred in connection
therewith ii fees payable to and expenses incurred on
behalf of the Fund by Xxxxxxxx Xxxxxxxx under this
Contract iii filing fees and expenses relating to the
registration and qualification of the Funds Shares under
the federal and state securities laws iv fees and
salaries payable to the Funds directors and officers
who are not interested persons of the Fund or Xxxxxxxx
Xxxxxxxx v all expenses incurred in connection with the
directors services, including travel expenses vi taxes
including any income or franchise taxes and governmental
fees vii costs of any liability, uncollectible items of
deposit and any other insurance and fidelity bonds viii
any costs, expenses or losses arising out of a liability
of or claim for damages or other relief asserted against
the Fund for violation of any law ix legal, accounting
and auditing expenses, including legal fees of special
counsel for those directors of the Fund who are not
interested persons of the Fund x charges of custodians,
transfer agents and other agents xi costs of preparing
share certificates xii costs of setting in type,
printing and mailing reports and proxy materials to
shareholders xiii any extraordinary expenses including
fees and disbursements of counsel, costs of actions,
suits or proceedings to which the Fund is a party and
the expenses the Fund may incur as a result of its legal
obligation to provide indemnification to its officers,
directors and agents incurred by the Fund xiv fees,
voluntary assessments and other expenses incurred
in connection with membership in investment company
organizations xv costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any
committees thereof xvi the cost of investment company
literature and other publications provided by the Fund to
its directors and officers xvii costs of mailing,
stationery and communications equipment xviii charges
and expenses of any outside pricing service used to value
portfolio securities xix interest on borrowings of the
Fund; and xx fees and expenses of listing and maintaining
any listing of the Funds Shares on any national securities
exchange.
c The Fund may pay directly any expenses incurred by it
in its normal operations and, if any such payment is consented
to by Xxxxxxxx Xxxxxxxx and acknowledged as otherwise payable
by Xxxxxxxx Xxxxxxxx pursuant to this Contract, the Fund may
reduce the fee payable to Xxxxxxxx Xxxxxxxx pursuant to
Paragraph 7 thereof by such amount. To the extent that such
deductions exceed the fee payable to Xxxxxxxx Xxxxxxxx on any
monthly payment date, such excess shall be carried forward and
deducted in the same manner from the fee payable on succeeding
monthly payment dates.
d Xxxxxxxx Xxxxxxxx will assume the cost of any
compensation
for services provided to the Fund received by the officers of the
Fund and by those directors who are interested persons of the
Fund.
e The payment or assumption by Xxxxxxxx Xxxxxxxx of any
expenses of the Fund that Xxxxxxxx Xxxxxxxx is not required by
this Contract to pay or assume shall not obligate Xxxxxxxx
Xxxxxxxx to pay or assume the same or any similar expense of
the Fund on any subsequent occasion.
7. Compensation.
a For the services provided and the expenses assumed
pursuant to this Contract, the Fund will pay to Xxxxxxxx
Xxxxxxxx a fee, computed weekly and payable monthly, at
an annual rate of 0.90 percent, expressed as a percentage of
average weekly net assets of the Fund.
b The fee shall be accrued weekly and payable monthly
to Xxxxxxxx Xxxxxxxx on or before the last business day
of the next succeeding calendar month.
c If this Contract becomes effective or terminates before
the end of any month, the fee for the period from the
effective day to the end of the month or from the
beginning of such
month to the date of termination, as the case may be,
shall be prorated according to the proportion which such
period bears to the full month in which such effectiveness
or termination occurs.
8. Limitation of Liability of Xxxxxxxx Xxxxxxxx. Xxxxxxxx
Xxxxxxxx and its officers, directors, employees and delegates,
including any Subadvisers to the Fund, shall not be liable for
any error of judgment or mistake of law or for any loss suffered
by the Fund or any of its shareholders, in connection with the
matters to which this Contract relates, except to the extent
that such a loss results from willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under
this Contract. Any person, even though also an officer,
director, employee, or agent of Xxxxxxxx Xxxxxxxx, who may
be or become an officer, director, employee or agent of the
Fund shall be deemed, when rendering services to the Fund or acting
with respect to any business of the Fund, to be rendering such
service to or acting solely for the Fund and not as an officer,
director, employee, or agent or one under the control or
direction of Xxxxxxxx Xxxxxxxx even though paid by it.
9. Duration and Termination.
a This Contract shall become effective upon the day
and year first written above, provided that this Contract
has been approved by a vote of a majority of the Board of
the Fund who are not parties to this Contract or interested
persons of any such party cast at a meeting called for the
purpose of voting on such approval and in which the Board
may participate by any means of communication that allows
all directors participating to hear each other simultaneously
during the meeting.
b Unless sooner terminated as provided herein, this
Contract shall continue in effect for the Fund for a period
of 150 days after the day and year first above written.
c Notwithstanding the foregoing, this Contract may be
terminated at any time, without the payment of any penalty,
by vote of the Board or by a vote of a majority of the
outstanding voting securities of the Fund on ten days
written notice to Xxxxxxxx Xxxxxxxx and may be terminated
by Xxxxxxxx Xxxxxxxx at any time, without the payment
of any penalty, on sixty days written notice to the Fund.
Termination of this Contract shall in no way affect the
continued validity of this Contract.
10. Amendment of this Contract. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this contract shall be effective
until approved by vote of the independent directors or a majority
of the Funds outstanding voting securities.
11. Governing Law. This Contract shall be construed in
accordance with the laws of the State of New York, without
giving effect to the conflicts of laws principles thereof, and in
accordance with the 1940 Act. To the extent that the applicable
laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
12. Miscellaneous. The captions in this Contract are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Contract shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to
the benefit of the parties hereto and their respective
successors. As used in this Contract, the terms majority of
the outstanding voting securities,affiliated person,interested
person,assignment,broker,investment adviser,national
securities exchange,net assets,prospectus,sale,sell and security
shall have the same meaning as such terms have in the 1940
Act, subject to such exemption as may be granted by the
Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in
any provision of this contract is relaxed by a rule,
regulation or order of the Commission, whether of special
or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated
as of the day and year first above written.
ALLAMERICAN TERM TRUST INC.
Attest: sCristina Paradiso
By xXxxxxx X. XXxxxxxx
Name: Xxxxxx X. XXxxxxxx
Title:
XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC.
Attest: sCristina Paradiso
By s Xxx X. Xxxxxxxx
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President and
General Counsel
..continued
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DC 407795.2
