THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 15th day of September, 1992
between THE BLACKROCK 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:
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.
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:
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;
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;
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;
Review the appropriateness of and arrange for payment of the Trust's
expenses;
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;
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;
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;
Prepare such information and reports as may be required by any stock
exchange or exchanges on which the Trust's shares are listed;
Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may reasonably
request or deems appropriate;
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;
Oversee and review calculations of fees paid to the Administrator, the
investment adviser and the custodian;
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;
Review implementation of any stock purchase or dividend reinvestment
programs authorized by the Board of Directors;
Assist the investment adviser in facilitating bank or other borrowings by
the Trust;
Prepare such information and reports as may be required by any banks from
which the Trust borrows funds;
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;
Respond to, or refer to the Trust's officers or transfer agent, shareholder
inquiries relating to the Trust;
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
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.
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.
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.
(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.
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.
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.
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.
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.
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.
This Agreement may be amended by mutual written consent.
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.
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.
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.
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 INSURED MUNICIPAL 2008
TERM TRUST INC.
By ________________________________________
Title: ____________________________________
MIDDLESEX ADMINISTRATORS L.P.
By MIDDLESEX ADMINISTRATORS, INC.,
General Partner
By ________________________________________
Title: ____________________________________
