Exhibit (g)(2)
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BLACKROCK ADVISORS, INC.
WAIVER RELIANCE LETTER
July 19, 2001
BlackRock California Municipal Income Trust
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
BlackRock Advisors, Inc. (the "Advisor") and BlackRock
California Municipal Income Trust (the "Trust"), a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended, have entered into an Investment Management Agreement, dated as of
July 19, 2001 (the "Advisory Agree ment"), pursuant to which the Advisor has
agreed to furnish investment advisory services to the Trust on the terms and
subject to the conditions of the Advisory Agreement.
The Advisory Agreement provides, among other things, that
the Trust will pay to the Advisor as full compensation for all investment
advisory services rendered by the Advisor to the Trust under the Advisory
Agreement a monthly fee in arrears at an annual rate equal to 0.60% of the
average weekly value of the Trust's Managed Assets (as defined in the Advisory
Agreement) (such fee being referred to herein as the "Investment Advisory
Fee"). The Advisor has covenanted to the underwriters of the Trust's common
shares of beneficial interest that the Advisor will waive receipt of certain
payments that would be expenses of the Trust, as set forth below. The Advisor
understands that you intend to disclose this undertaking in your Registration
Statement on Form N-2 and the prospectus included therein. This letter
confirms that you may rely on such undertaking for purposes of making
disclosure in your Registration Statement and prospectus and autho rizes you
to offset the appropriate amount of the waived payments described herein
against the Investment Advisory Fee.
For the period from the commencement of the Trust's
operations through July 31, 2002, and for the twelve month periods ending July
31 in each indicated year during the term of the Advisory Agreement (including
any continuation thereof in accor dance with Section 15 of the Investment
Company Act of 1940, as amended), the Advisor will waive receipt of certain
payments that would be expenses of the Trust in the amount determined by
applying the following annual rates to the average weekly value of the Trust's
Managed Assets:
Period Ending Period Ending
July 31 Waiver July 31 Waiver
------------- ------ ------- ------
2002 .25% 2007 .20%
2003 .25% 2008 .15%
2004 .25% 2009 .10%
2005 .25% 2010 .05%
2006 .25%
The Advisor intends to cease to so waive receipt of payments
upon the earlier of (a) July 31, 2010 or (b) termination of the Advisory
Agreement.
Please acknowledge the foregoing by signing the enclosed
copy of this letter in the space provided below and returning the executed
copy to the Advisor.
Sincerely,
BLACKROCK ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
CONFIRMED AND ACCEPTED:
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President, Chief Executive Officer
and Chief Financial Officer
