EXHIBIT (K) (I)
ADMINISTRATION AGREEMENT
THE BLACKROCK
HIGH YIELD TRUST
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the __day of December, 1998 by and
among THE BLACKROCK HIGH YIELD TRUST, a Delaware business trust (the "Trust"),
BlackRock Financial Management, Inc., a Delaware corporation ("BlackRock"), and
Prudential Investments Fund Management LLC, a New York limited liability company
("PIFM", and together with BlackRock, the "Administrators").
W I T N E S S E T H:
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WHEREAS, the Trust is a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Act"); and
WHEREAS, the Trust has retained an investment adviser for the purpose of
investing its assets in securities and desires to retain the Administrators for
certain administrative services, and the Administrators are willing to furnish
such administrative services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Trust hereby appoints PIFM to provide the services set forth
below, subject to the overall supervision of the Board of Trustees of the Trust
for the period and on the terms set forth in this Agreement. PIFM hereby accepts
such appointment and agrees during such period to render the services herein
described and to assume the obligations herein set forth, for the compensation
herein provided.
2. Subject to the supervision of the Board of Trustees and officers of
the Trust, PIFM shall provide facilities for meetings of the Board of Trustees
and shareholders of the Trust and office facilities and personnel to assist the
officers of the Trust in the performance of the following services:
(a) Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted from time to time
by the Board of Trustees;
(b) Oversee the maintenance by State Street Bank and Trust Company of
certain books and records of the Trust as required under Rule 3la-l(b)(4) of the
Act;
(c) Prepare and file the Trust's federal, state and local income tax
returns and any other required tax returns;
(d) Review the appropriateness of and arrange for payment of the
Trust's expenses;
(e) Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual reports, proxy
statements and other communications with shareholders required or otherwise to
be sent to Trust shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(f) Prepare for review by an officer of the Trust the Trust's
periodic financial reports required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and Form N-2 and such other reports, forms or
filings, as may be mutually agreed upon;
(g) Prepare reports relating to the business and affairs of the Trust
as may be mutually agreed upon and not otherwise appropriately prepared by the
Trust's investment adviser, custodian, counsel or auditors;
(h) Prepare such information and reports as may be required by any
stock exchange or exchanges on which the Trust's shares are listed;
(i) Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may reasonably request
or deems appropriate;
(j) Make such reports and recommendations to the Board concerning the
performance and fees of the Trust's custodian, transfer and dividend disbursing
agent as the Board may reasonably request or deems appropriate;
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(k) Oversee and review calculations of fees paid to any investment
adviser, sub-investment adviser, registrar, transfer and dividend disbursement
agent, accountants, counsel, the custodian and any other third party service
provider to the Trust;
(1) Consult with the Trust's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and dividend disbursing agent
in establishing the accounting policies of the Trust;
(m) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of Trustees;
(n) Assist the investment adviser in facilitating bank or other
borrowings by the Trust;
(o) Prepare such information and reports as may be required by any
banks from which the Trust borrows funds;
(p) Provide such assistance to the investment adviser, the custodian
and the Trust's counsel and auditors as generally may be required to properly
carry on the business and operations of the Trust; and
(q) Respond to or refer to the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust.
All services are to be furnished through the medium of any directors,
officers or employees of PIFM as PIFM deems appropriate in order to fulfill its
obligations hereunder.
3. The Trust hereby appoints BlackRock to provide the services set forth
below, subject to the overall supervision of the Board of Trustees of the Trust
for the period and on the terms set forth in this Agreement. BlackRock hereby
accepts such appointment and agrees during such period to render the services
herein de scribed and to assume the obligations herein set forth, for the
compensation herein provided.
(a) Subject to the supervision and control of the Trust's Board of
Trustees, BlackRock shall assist in supervising all aspects of the Trust's
operations, other than (i) those investment advisory functions which are to be
performed by the
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Trust's investment adviser pursuant to the Trust's Investment Advisory
Agreement, as amended from time to time, (ii) those services to be performed by
the custodian pursuant to the Trust's Custodian Agreement, as amended from time
to time, (iii) those services to be performed by the transfer agent pursuant to
the Trust's Transfer Agency and Services Agreement, as amended from time to
time, and (iv) those services to be provided by PIFM under the terms of this
Agreement.
All services are to be furnished through the medium of any directors,
officers or employees of BlackRock as BlackRock deems appropriate in order to
fulfill its obligations hereunder.
Each party to this Agreement shall bear all its own expenses incurred in
connection with this Agreement.
4. The Trust will pay the Administrators a monthly fee, to be shared
equally, at the annual rate of 0.10% of the Trust's average weekly value of the
Trust's "Managed Assets." "Managed Assets" means the total assets of the Trust
minus the sum of the Trust's accrued liabilities (other than the aggregate
indebtedness constituting financial leverage).
5. The Administrators assume no responsibility under this Agreement other
than to render the services called for hereunder, and specifically assume no
responsibilities for investment advice or the investment or reinvestment of the
Trust's assets.
6. The Administrators shall not be liable to the Trust for any action
taken or omitted to be taken by the Administrators in connection with the
performance of any of their duties or obligations under this Agreement, and the
Trust shall indemnify the Administrators and hold them harmless from and against
all damages, liabilities, costs and expenses (including reasonable attorneys'
fees and amounts reasonably paid in settlement) incurred by the Administrators
in or by reason of any pending, threatened or contemplated action, suit,
investigation or other proceeding (including an action or suit by or in the
right of the Trust or its security holders) arising out of or otherwise based
upon any action actually or allegedly taken or omitted to be taken by the
Administrators in connection with the performance of any of their duties or
obligations under this Agreement; provided, however, that nothing contained
herein shall protect or be deemed to protect the Administrators against or
entitle or be deemed to entitle the Administrators to indemnification in respect
of any liability to the Trust or its security holders to which the
Administrators would otherwise be
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subject by reason of their willful misfeasance, bad faith or gross negligence in
the performance of their duties, or by reason of their reckless disregard of
their duties and obligations under, this Agreement.
7. This Agreement shall become effective as of the date on which the
Trust's Registration Statement on Form N-2 shall be declared effective by the
SEC and shall thereafter continue in effect unless terminated as herein
provided. This Agreement may be terminated by the Trust or either of the
Administrators (without penalty) at any time upon not less than 60 days' prior
written notice to the other parties hereto. Notwithstanding the foregoing, if an
Administrator has terminated this Agreement by giving prior written notice to
the other parties, the Trust and the non-terminating Administrator may mutually
agree to continue this Agreement under the same terms and conditions as set
forth herein.
8. The services of the Administrators to the Trust hereunder are not
exclusive and nothing in this Agreement shall limit or restrict the right of the
Administrators to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association. The
Administrators shall be deemed to be independent contractors, unless otherwise
expressly provided or authorized by this Agreement.
9. During the term of this Agreement, the Trust agrees to furnish the
Administrators at the respective principal offices of the Administrators prior
to use thereof all prospectuses, proxy statements, reports to shareholders,
sales literature, or other material prepared for distribution to shareholders of
the Trust or the public that refer in any way to the Administrators. If the
Administrators reasonably object in writing to such references within five
business days (or such other time as may be mutually agreed) after receipt
thereof, the Trust will modify such references in a manner reasonably
satisfactory to the Administrators. In the event of termination of this
Agreement, the Trust will continue to furnish to the Administrators copies of
any of the above-mentioned materials that refer in any way to the
Administrators. The Trust shall furnish or otherwise make available to the
Administrators such other information relating to the business affairs of the
Trust as the Administrators at any time, or from time to time, reasonably
request in order to discharge their obligations hereunder.
10. This Agreement may be amended by mutual written consent of the parties
to this Agreement.
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11. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (1) to PIFM at 0 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Treasurer, (2) to BlackRock Financial Management, Inc. at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chairman or (3) to the Trust at 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
12. This Agreement sets forth the agreement and understanding of the
parties hereto solely with respect to the matters covered hereby and the
relationship among the Trust, BlackRock and PIFM as the administrators. Nothing
in this Agreement shall govern, restrict or limit in any respect any other
business dealings among the parties hereto unless otherwise expressly provided
herein.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law principles
thereof and in accordance with the Act. In the case of any conflict the Act
shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
writ ten.
THE BLACKROCK HIGH
YIELD TRUST
By______________________________
Title:
PRUDENTIAL INVESTMENTS
FUND MANAGEMENT LLC
By______________________________
Title:
BLACKROCK FINANCIAL
MANAGEMENT, INC.
By_____________________________
Title:
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