Exhibit 99(2)(g)(3)
BLACKROCK ADVISORS, INC.
WAIVER RELIANCE LETTER
[ ], 2002
BlackRock Strategic Bond Trust
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
BlackRock Advisors, Inc. (the "Advisor") and BlackRock
Strategic Bond Trust (the "Trust"), a closed-end management investment company
registered under the Investment Company Act of 1940, as amended, have entered
into an Investment Manage ment Agreement, dated as of [ ], 2002 (the "Advisory
Agreement"), 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 0.75% 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 February 28, 2003, and for the twelve month periods ending February 28
in each indicated year during the term of the Advisory Agreement (including any
continuation thereof in accordance 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
February 28 Waiver February 28 Waiver
--------------- ------ ----------- ------
2003 .20% 2008 .15%
2004 .20% 2009 .10%
2005 .20% 2010 .5%
2006 .20%
2007 .20%
The Advisor intends to cease to so waive receipt of payments
upon the earlier of (a) February 28, 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:
---------------------------
Name: Xxxx X. Xxxxxxxx
Title: Managing Director
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CONFIRMED AND ACCEPTED:
BLACKROCK STRATEGIC BOND TRUST
By:__________________________
Name: Xxxx X. Xxxxxxxx
Title: Secretary
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