EXHIBIT K
BGT SUBSIDIARY INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 30th day of October, 1998
between BGT SUBSIDIARY INC., a Maryland Corporation (the "Company"), and
Xxxxxx Xxxxxxx Xxxx Xxxxxx Advisors Inc., a Delaware corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Company is a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"); and
WHEREAS, the Company has retained an investment advisor for the
purpose of investing its assets in securities and desires to retain the
Administrator for certain administrative services, and the Administrator is
willing to furnish such administrative services on the terms and conditions
hereinafter set forth,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Company hereby appoints the Administrator to provide the
services set forth below, subject to the overall supervision of the Board
of Directors of the Company for the period and on the terms set forth in
this Agreement. The Administrator 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 Directors and officers
of the Company, the Administrator shall provide facilities for meetings of
the Board of Directors and arrange for facilities for shareholder meetings
of the Company and provide office facilities and personnel to assist the
officers of the Company in the performance of the following services:
(a) Oversee the determination and publication of the Company's net
asset value by State Street Bank & Trust Company;
(b) Oversee the maintenance by State Street Bank and Trust Company of
certain books and records of the Company as required under the
Investment Company Act of 1940 and maintain (or oversee maintenance
by such other persons as approved by the Board of Directors) such
other books and records (other than those maintained by the
investment advisor) required by law or for the proper operation of
the Company;
(c) Maintain tax accounting records and provide information to assist
the Company's independent accountants in preparing the Company's
federal, state and local income tax returns;
(d) Review the appropriateness of and arrange for payment of the
Company's expenses;
(e) Prepare for review and approval by officers of the Company
financial information for the Company's semi-annual and annual
reports, proxy statements and other communications with
shareholders required or otherwise to be sent to Company
shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(f) Prepare for review by an officer of the Company the Company's
periodic financial reports required to be filed with the Securities
and Exchange Commission ("SEC') on Form N-SAR and such other
reports, forms or filings, as may be mutually agreed upon;
(g) Prepare reports relating to the business and affairs of the Company
as may mutually be agreed upon, including information necessary for
meetings of the Board of Directors;
(h) Prepare such information, reports and notices as may be required by
any stock exchange or exchanges on which the Company's shares are
listed and to transmit to any such exchange or exchanges any such
materials as required by the rules of any such exchange or
exchanges;
(i) Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request or deem appropriate;
(j) Make such reports and recommendations to the Board concerning the
performance and fees of the Company's custodian and transfer and
dividend disbursing agents as the Board may reasonably request or
deem appropriate;
(k) Oversee and review calculations of fees paid to the Administrator,
the investment advisor, the custodian and the transfer and dividend
disbursing agent;
(l) Consult with the Company's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and dividend
disbursing agent in establishing the accounting policies of the
Company;
(m) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of Directors;
(n) Provide such mutually agreed to assistance as the investment
advisor, the custodian and the Company's counsel and auditors
generally may require to properly carry on the business and
operations of the Company;
(o) Respond to or refer to the Company's officers or transfer agent,
shareholder inquiries relating to the Company; and
(p) Provide to Standard & Poor's Corporation ("S&P"), upon its request,
corporate or financial information reasonably available to the
Administrator to assist S&P in the rating of the Company's shares.
All services are to be furnished through the medium of any
directors,
officers or employees of the Administrator as the Administrat
deems
appropriate in order to fulfill its obligations hereunder
Each party shall bear all its own expenses incurred in connection
with
the performance of its respective duties under this Agreement
3. The parties hereto agree that the Administrator will receive
compensation for the services it renders under this Agreement from Black
Rock Strategic Term Trust, Inc. The Company shall not pay the
Administrator any fee for services rendered under this Agreement.
4. The Administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, and specifically
assumes no responsibilities for legal advice, federal and state tax advice,
investment advice or the investment or reinvestment of the Company's
assets.
5. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Company in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of, or from reckless disregard by it of its obligations and duties under,
this Agreement.
6. This Agreement shall become effective as of the date on which the
Company'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 either party hereto (without
penalty) at any time upon not less than 60 days' prior written notice to
the other party hereto.
7. The Services of the Administrator to the Company hereunder are not
exclusive and nothing in this Agreement shall limit or restrict the right
of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association. The
Administrator shall be deemed to be an independent contractor, unless
otherwise expressly provided or authorized by this Agreement.
8. During the term of this Agreement, the Company agrees to furnish
the Administrator at the principal office of the Administrator prior to use
thereof all prospectuses, proxy statements, reports to shareholders, sales
literature, or other material prepared for distribution to shareholders of
the Company or the public that refer in any way to the Administrator. If
the Administrator reasonably objects in writing to such references within
five business days (or such other time as may be mutually agreed) after
receipt thereof, the Company will modify such references in a manner
reasonably satisfactory to the Administrator. In the event of termination
of this Agreement, the Company will continue to furnish to the
Administrator copies of any of the above-mentioned materials that refer in
any way to the Administrator. The Company shall furnish or otherwise make
available to the Administrator such other information relating to the
business affairs of the Company as the Administrator at any time, or from
time to time, reasonably requests in order to discharge its obligations
hereunder.
9. This Agreement may be amended by mutual written consent.
10. 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 the Administrator at Xxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary or (2) to the
Company at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
11. This Agreement sets forth the agreement and understanding of the
parties hereto solely with respect to the matters covered hereby and the
relationship between the Company and Xxxxxx Xxxxxxx Xxxx Xxxxxx Advisors
Inc. as Administrator. Nothing in this Agreement shall govern, restrict or
limit in any respect any other business dealings between the parties hereto
unless otherwise expressly provided herein.
12. 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 Investment Company Act. In
the case of any conflict the Investment Company Act shall control.
IN WITNESS WHEREOF, the parties hereto have
caused this instrume
to be executed by their officers designated below as
of the day and year fir
above written.
BGT SUBSIDIARY INC.
By: /s/ Xxxxx Xxxxxxxxxxx
__________________________
Xxxxx X. Xxxxxxxxxxx
Title: President
XXXXXX XXXXXXX XXXX XXXXXX ADVISORS INC.
By: /s/ Xxxxxxxx X. Xxxxx
___________________________
Xxxxxxxx X. Xxxxx
Title: President
Acknowledged:
BLACK ROCK STRATEGIC
TERM TRUST, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
________________________
Xxxxx X. Xxxxxxxxxxx
Title: President
