BLACKROCK ADVISORS, INC.
WAIVER RELIANCE LETTER
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April 19, 2002
BlackRock Virginia Municipal Bond Trust
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
BlackRock Advisors, Inc. (the "Advisor") and BlackRock Virginia Municipal
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 Management Agreement, dated as of April 19, 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 .65% 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
April 30, 2003, and for the twelve month periods ending April 30 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
April 30 Waiver April 30 Waiver
------------------- ------ -------- ------
2003 .30% 2008 .25%
2004 .30% 2009 .20%
2005 .30% 2010 .15%
2006 .30% 2011 .10%
2007 .30% 2012 .05%
The Advisor intends to cease to so waive receipt of payments upon the
earlier of (a) April 30, 2012 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/ Xxxx Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Director
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CONFIRMED AND ACCEPTED:
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Secretary
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