BLACKROCK ADVISORS, INC.
WAIVER RELIANCE LETTER
[ ], 2001
BlackRock Municipal Income Trust
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
BlackRock Advisors, Inc. (the "Advisor") and BlackRock
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 [ ], 2001
(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 0.60% 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 authorizes 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 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
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:___________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
BLACKROCK MUNICIPAL INCOME TRUST
By:__________________________
Name:
Title:
