DRAFT OF 11 NOVEMBER 1999
BCT SUBSIDIARY INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the __________ day of _________,
_____ between BCT SUBSIDIARY, INC., a Maryland corporation (the "Trust"), and
PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust 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 Trust has retained an investment adviser 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 Trust hereby appoints the Administrator to provide the
services set forth below, subject to the overall supervision of the Board
of Directors of the Trust 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 Trust, the Administrator shall provide facilities for
meetings of the Board of Directors 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 Directors;
(b) Oversee the maintenance by State Street Bank and Trust
Company of certain books and records of the Trust as required under Rule
3la-1(b) (4) of the Investment Company Act;
(c) Prepare or arrange for preparation for review, approval
and execution by officers of the Trust the Trust's federal, state and local
income tax returns, and any other required tax returns, as may be mutually
agreed upon;
(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 (the "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; (k) Oversee and review calculations of fees paid to the
Administrator, the investment adviser and the custodian;
(l) Consult as necessary 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 Directors;
(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;
(q) Respond to, or refer to the Trust's officers or transfer
agent, shareholder inquiries relating to the Trust;
(r) 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 Trust's common shares; and
(s) Assist in preparation and filing of Forms 3, 4 and 5
pursuant to Section 16 of the Securities and Exchange Act of 1934 and
Section 30(f) of the Investment Company Act for the officers and directors
of the Trust, except as otherwise requested by the Trust's investment
adviser, such filings to be based on information provided by those persons
and the Trust's investment adviser.
All services are to be furnished through the medium of any
directors, officers or employees of the Administrator as the Administrator
deems appropriate in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection
with this Agreement. Printing and dissemination expenses, such as those for
reports to shareholders and proxy statements, shall be expenses for the
Trust.
3. The parties hereto agree that the Administrator will receive
compensation for the services it renders under this Agreement from The
BlackRock Broad Investment Grade 2009 Term Trust Inc. BCT Subsidiary Inc.
shall not pay the Administrator any fee for services rendered under this
Agreement other than one dollar per year.
4. The Administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, and specifically
assumes no responsibilities for investment advice or the investment or
reinvestment of the Trust's assets.
5. (a) The Administrator shall not be liable to the Trust for any
action taken or omitted to be taken by the Administrator in connection with
the performance of any of its duties or obligations under this Agreement,
and the Trust shall indemnify the Administrator and hold it harmless from
and against all damages, liabilities, costs and expenses (including
reasonable attorneys' fees and amounts reasonably paid in settlement)
incurred by the Administrator 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 Administrator in connection with the
performance of any of its duties or obligations under this Agreement;
provided, however, that nothing contained herein shall protect or be deemed
to protect the Administrator against or entitle or be deemed to entitle the
Administrator to indemnification in respect of any liability to the Trust
or its security holders to which the Administrator would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of its reckless disregard of
its duties and obligations under this Agreement.
(b) Such expenses shall be paid by the Trust in advance of
the final disposition of such matter upon invoice by the Administrator and
receipt by the Trust of an undertaking from the Administrator to repay such
amounts if it shall ultimately be established that the Administrator is not
entitled to payment of such expenses hereunder.
(c) As used in this Paragraph 5, the term "Administrator"
shall include any affiliates of the Administrator performing services for
the Trust contemplated hereby, and directors, officers, agents and
employees of the Administrator and such affiliates.
(d) The Administrator may, with respect to questions of law,
apply for and obtain the advice and opinion of legal counsel to the Trust,
at the expense of the Trust, and with respect to the application of
generally accepted accounting principles, apply for and obtain the advice
and opinion of the Trust's accounting experts, at the expense of the Trust.
The Administrator shall be fully protected with respect to any action taken
or omitted by it in good faith in conformity with such advice or opinion.
6. 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 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 Trust 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 Trust agrees to furnish
the Administrator at the principal office of the Administrator prior to use
thereof drafts and final copies of 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 Administrator. If the Administrator reasonably objects 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 Administrator. In the event of
termination of this Agreement, the Trust will continue to furnish the
Administrator copies of any of the above-mentioned materials that refer in
any way to the Administrator. The Trust shall timely furnish or otherwise
make available to the Administrator such other information relating to the
business affairs of the Trust, its directors, officers, and service
providers, 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 in
writing pursuant to this Agreement shall be deemed duly given if delivered
or mailed by registered mail, postage prepaid, (1) to the Administrator at
X.X. Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxxxx X. X.
Xxxxxx, (2) to the Trust 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 Trust and Princeton Administrators, L.P. 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.
13. This Agreement may be executed by the parties hereto in
counterparts, and if executed in more than one counterpart, the separate
instruments shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
BCT SUBSIDIARY INC.
By__________________________________________
Title:______________________________________
PRINCETON ADMINISTRATORS, L.P.
By PRINCETON SERVICES, INC., General Partner
By__________________________________________
Title:______________________________________
