INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated September 15, 1992, between The BlackRock Insured
Municipal 2008 Term Trust Inc. (the "Trust"), a Maryland corporation, and
BlackRock Financial Management, Inc. (the "Adviser"), a Delaware
corporation.
In consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to act as
investment adviser to the Trust with respect to the investment of the
Trust's assets and to supervise and arrange the purchase of securities for
and the sale of securities held in the investment portfolio of the Trust.
2. Duties and obligations of the Adviser with respect to
investments of assets of the Trust
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Trust's Board of
Directors, the Adviser shall (i) act as investment adviser for
and supervise and manage the investment and reinvestment of the
Trust's assets and in connection therewith have complete
discretion in purchasing and selling securities and other
assets for the Trust and in voting, exercising consents and
exercising all other rights appertaining to such securities and
other assets on behalf of the Trust; (ii) supervise
continuously the investment program of the Trust and the
composition of its investment portfolio; and (iii) arrange,
subject to the provisions of paragraph 3 hereof, for the
purchase and sale of securities and other assets held in the
investment portfolio of the Trust.
(b) In the performance of its duties under this Agreement,
the Adviser shall at all times conform to, and act in
accordance with, any requirements imposed by (i) the provisions
of the Investment Company Act of 1940 (the "Act"), and of any
rules or regulations in force thereunder; (ii) any other
applicable provision of law; (iii) the provisions of the
Articles of Incorporation and By-Laws of the Trust, as such
documents are amended from time to time; (iv) the investment
objective and policies of the Trust as set forth in its
registration statement on Form N-2; and (v) any policies and
determinations of the Board of Directors of the Trust.
(c) The Adviser will bear all costs and expenses of its
partners and employees and any overhead incurred in connection
with its duties hereunder and shall bear the costs of any
salaries or directors fees of any officers or directors of the
Trust who are affiliated persons (as defined in the Act) of the
Adviser except that the Board of Directors of the Trust may
approve reimbursement to the Adviser of the pro rata portion of
the salaries, bonuses, health insurance, retirement benefits
and all similar employment costs for the time spent on Trust
operations (other than the provision of investment advice) of
all personnel employed by the Adviser who devote substantial
time to Trust operations or the operations of other investment
companies advised by the Adviser.
(d) The Adviser shall give the Trust the benefit of its best
judgment and effort in rendering services hereunder, but the
Adviser shall not be liable for any act or omission or for any
loss sustained by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(e) Nothing in this Agreement shall prevent the Adviser or
any partner, officer, employee or other affiliate thereof from
acting as investment adviser for any other person, firm or
corporation, or from engaging in any other lawful activity, and
shall not in any way limit or restrict the Adviser or any of
its partners, officers, employees or agents from buying,
selling or trading any securities for its or their own accounts
or for the accounts of others for whom it or they may be
acting, provided, however that the Adviser will undertake no
activities which, in its judgment, will adversely affect the
performance of its obligations under this Agreement.
3. Portfolio Transactions and Brokerage
The Adviser is authorized, for the purchase and sale of the Trust's
portfolio securities, to employ such securities dealers as may, in the
judgment of the Adviser, implement the policy of the Trust to obtain the
best net results taking into account such factors as price, including
dealer spread, the size, type and difficulty of the
transaction involved, the firm's general execution and operational
facilities and the firm's risk in positioning the securities involved.
Consistent with this policy, the Adviser is authorized to direct the
execution of the Trust's portfolio transactions to dealers and brokers
furnishing statistical information or research deemed by the Adviser to be
useful or valuable to the performance of its investment advisory functions
for the Trust.
4. Compensation of the Adviser
(a) The Trust agrees to pay to the Adviser and the Adviser
agrees to accept as full compensation for all services rendered
by the Adviser as such, a fee computed and payable monthly in
an amount equal to .35% of the Trust's average weekly net asset
value on an annualized basis until termination of the Trust
pursuant to its Articles of Incorporation. For any period less
than a month during which this Agreement is in effect, the fee
shall be prorated according to the proportion which such period
bears to a full month of 28, 29, 30 or 31 days, as the case may
be.
(b) For purposes of this Agreement, the net assets of the
Trust shall be calculated pursuant to the procedures adopted by
resolutions of the Directors of the Trust for calculating the
net asset value of the Trust's shares or delegating such
calculations to third parties, provided, -------- however, that
the liquidation value of any outstanding ------- preferred
stock of the Trust shall not be taken into account in
calculating the Trust's average weekly net asset value for
purposes of Section 4 (a) of this Agreement.
5. Indemnity
(a) The Trust hereby agrees to indemnify the Adviser and
each of the Adviser's partners, officers, employees, agents,
associates and controlling persons and the partners, officers,
employees and agents thereof (including any individual who
serves at the Adviser's request as director, officer, partner,
trustee or the like of another corporation) (each such person
being an "indemnitee") against any liabilities and expenses,
including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees (all as
provided in accordance with applicable corporate law)
reasonably incurred by such indemnitee in connection with the
defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative
or investigative body in which he may be or may have been
involved as a party or otherwise or with which he may be or may
have been threatened, while acting in any capacity set forth
above in this Section 5 or thereafter by reason of his having
acted in any such capacity, except with respect to any matter
as to which he shall have been adjudicated not to have acted in
good faith in the reasonable belief that his action was in the
best interest of the Trust and furthermore, in the case of any
criminal proceeding, so long as he had no reasonable cause to
believe that the conduct was unlawful, provided, however, that
(1) no indemnitee shall be indemnified hereunder against any
liability to the Trust or its shareholders or any expense of
such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence or (iv) reckless
disregard of the duties involved in the conduct of his position
(the conduct referred to in such clauses (i) through (iv) being
sometimes referred to herein as "disabling conduct"), (2) as to
any matter disposed of by settlement or a compromise payment by
such indemnitee, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other
expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best
interests of the Trust and that such indemnitee appears to have
acted in good faith in the reasonable belief that his action
was in the best interest of the Trust and did not involve
disabling conduct by such indemnitee and (3) with respect to
any action, suit or other proceeding voluntarily prosecuted by
any indemnitee as plaintiff, indemnification shall be mandatory
only if the prosecution of such action, suit or other
proceeding by such indemnitee was authorized by a majority of
the full Board of the Trust.
(b) The Trust shall made advance payments in connection with
the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust received
a written affirmation of the indemnitee's good faith belief
that the standard of conduct necessary for indemnification has
been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that he is entitled to
such indemnification and if the directors of the Trust
determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a
security for his undertaking, (B) the Trust shall be insured
against losses arising by reason of any lawful advances, or (C)
a majority of a quorum consisting of directors of the Trust who
are neither "interested persons" of the Trust (as defined in
Section 2 (a) (19) of the Act) nor parties to the proceeding
("Disinterested Non-Party Directors") or an independent legal
counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the
indemnitee ultimately will be found entitled to
indemnification.
(c) All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court
or other body before whom the proceeding was brought that such
indemnitee is not liable by reason of disabling conduct or, (2)
in the absence of such a decision, by (i) a majority vote of a
quorum of the Disinterested Non- party Directors of the Trust,
or (ii) if such a quorum is not obtainable or even, if
obtainable, if a majority vote of such quorum so directs,
independent legal counsel in a written opinion. All
determinations that advance payments in connection with the
expense of defending any proceeding shall be authorized shall
be made in accordance with the immediately preceding clause (2)
above.
The rights accruing to any indemnitee under these provisions shall
not exclude any other right to which he may be lawfully entitled.
6. Duration and Termination
This Agreement shall become effective on the date it is approved by
the stockholder of the Trust and shall continue in effect for a period of
two years and thereafter from year to year, but only so long as such
continuation is specifically approved at least annually in accordance with
the requirements of the Act.
This Agreement may be terminated by the Adviser at any time without
penalty upon giving the Trust sixty days written notice (which notice may
be waived by the Trust) and may be terminated by the Trust at any time
without penalty upon giving the Adviser sixty days notice (which notice may
be waived by the Adviser), provided that such termination by the Trust
shall be directed or approved by the vote of a majority of the Directors of
the Trust in office at the time or by the vote of the holders of a
"majority" (as defined in the Act) of the voting securities of the Trust at
the time outstanding and entitled to vote. This Agreement shall terminate
automatically in the event of its assignment (as "assignment" is defined in
the Act). The Adviser is a corporation and will notify the Trust promptly
after any change in the ownership of such corporation.
7. Notices
Any notice under this Agreement shall be in writing to the other
party at such address as the other party may designate from time to time
for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the
postmark if such notice is mailed first class postage prepaid.
8. Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York for contracts to be performed entirely therein without
reference to choice of law principles thereof and in accordance with the
applicable provisions of the Act.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the day
and the year first above written.
THE BLACKROCK INSURED MUNICIPAL 2008
TERM TRUST INC.
By_____________________________________________
Xxxxx X. Xxxxxxxxxxx, President
BLACKROCK FINANCIAL MANAGEMENT, INC.
By_____________________________________________
Xxxxxxxx X. Xxxx, Chairman and Chief
Executive Officer
BLACKROCK FINANCIAL MANAGEMENT, INC.
