Exhibit (p)
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SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 16th
day of July, 2001, between BlackRock California Municipal Income Trust, a busi
ness trust organized and existing under the laws of Delaware (the "Trust"),
and BlackRock Advisors, Inc. or one of its affiliates (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF THE SHARES
1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trust agrees to sell to the Purchaser, and
the Purchaser agrees to purchase from the Trust 8,028 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $14.325 for an
aggregate purchase price of $115,001.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE PURCHASER. The Purchaser hereby represents and warrants to, and
covenants for the benefit of, the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is
made by the Trust with the Purchaser in reliance upon the Purchaser's
representation to the Trust, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired
for investment for the Purchaser's own account, and not as a nominee or agent
and not with a view to the resale or distribution by the Purchaser of any of
the Shares, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the Shares, in either
case in violation of any securities registration requirement under applicable
law, but subject nevertheless, to any requirement of law that the disposition
of its property shall at all times by within its control. By execut ing this
Agreement, the Purchaser further represents that the Purchaser does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Shares.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that
it can bear the economic risk of the investment for an indefinite period of
time and has such knowledge and experience in financial and business matters
(and particularly in the business in which the Trust operates) as to be
capable of evaluat ing the merits and risks of the investment in the Shares.
The Purchaser is an "accred ited investor" as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933 (the "1933 Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that
the Shares are characterized as "restricted securities" under the United
States securi ties laws inasmuch as they are being acquired from the Trust in
a transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under
the 1933 Act only in certain circum stances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.
2.4 FURTHER LIMITATIONS ON DISPOSITION. The Pur chaser
further agrees not to make any disposition directly or indirectly of all or
any portion of the Shares unless and until:
(a) There is then in effect a registration statement under
the 1933 Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or
(b) The Purchaser shall have furnished the Trust with an
opinion of counsel, reasonably satisfactory to the Trust, that such
disposition will not require registration of such Shares under the 1933 Act.
(c) Notwithstanding the provisions of subsections (a) and
(b) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by the Purchaser to any affiliate of the Purchaser,
if the transferee agrees in writing to be subject to the terms hereof to the
same extent as if it were the original Purchaser hereunder.
2.5 LEGENDS. It is understood that the certificate
evidencing the Shares may bear either or both of the following legends:
(a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the Shares under such Act or an opinion of counsel reasonably satisfactory
to the Trustees of BlackRock California Municipal Income Trust that such
registration is not required."
(b) Any legend required by the laws of any other applicable
jurisdiction.
The Purchaser and the Trust agree that the legend contained
in the paragraph (a) above shall be removed at a holder's request when they
are no longer necessary to ensure compliance with federal securities laws.
2.6 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
BLACKROCK CALIFORNIA
MUNICIPAL INCOME TRUST
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President, Chief Executive Officer
and Chief Financial Officer
BLACKROCK ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
Title: President
