Exhibit g.(2)
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST
INC.
AMENDED ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 29th day of January, 1993
between THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC., a
Maryland corporation (the "Trust"), and MIDDLESEX ADMINSTRATORS L.P., a Delaware
limited partnership (the "Administrator").
WITNESSTH:
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
31a-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 the preparation and filing of Forms 3, 4 and 5
pursuant to Section 16 of the Securities 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 of the
Trust.
1. The Trust will pay the Administrator a fee on the first business day
of each calendar month for the previous month based on the Trust's average
weekly net asset value computed at the per annum rate of .10% from the effective
date of this Agreement until termination of the Trust pursuant to its Articles
of Incorporation.
2.
3. 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.
4. (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 any 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
accepting 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.
1. 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.
2. 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.
3. 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 to 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.
4. This Agreement may be amended by mutual written consent.
5. Any notice of 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.
6. 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 Middlesex 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.
7. 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.
8. 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.
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL
2008 TERM TRUST INC.
By _____________________________________________
Title: ___________________________________________
MIDDLESEX ADMINISTRATORS L.P.
By MIDDLESEX ADMINISTRATORS, INC., General Partner
By _____________________________________________
Title: ___________________________________________
