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BLACKROCK ADVISORS, INC.
WAIVER RELIANCE LETTER
July 16, 2002
BlackRock Municipal Income Trust II
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
BlackRock Advisors, Inc. (the "Advisor") and BlackRock
Municipal Income Trust II (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 July 16, 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 .55% 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, 2003, 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
------------------ ------ ------------- ------
2003 .15% 2008 .10%
2004 .15% 2009 .10%
2005 .15% 2010 .05%
2006 .15% 2011 .05%
2007 .15% 2012 .05%
The Advisor intends to cease to so waive receipt of payments
upon the earlier of (a) July 31, 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 X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Director
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CONFIRMED AND ACCEPTED:
BLACKROCK MUNICIPAL INCOME TRUST II
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Secretary
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