Exhibit (k)(1)
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this ___ day of _________, 2001, by and between
BLACKROCK MUNICIPAL INCOME TRUST, a Delaware business trust (the "Trust"),
and BLACKROCK ADVISORS, INC., a Delaware corporation (the "Advisor").
W I T N E S S E T H
WHEREAS, the Trust and the Advisor have separately entered into
an Investment Management Agreement of even date herewith (the "Management
Agreement");
In consideration of the mutual covenants hereinafter contained,
and in connection with the establishment and commencement of operations of
the Fund, it is hereby agreed by and between the parties hereto as follows:
1. For the period from the commencement of the Trust's
operations through [December 31, 2001] and for the 12 month periods ending
[December 31] in each indicated year during the term of the Management
Agreement (including any continuation done in accordance with Section 15(c)
of the Investment Company Act of 1940), the Advisor agrees to reimburse
expenses (including the management fee and other expenses) in the amounts
determined by applying the following annual rates to the average daily net
assets of the Trust:
Period Ending Period Ending
[December 31] Reimbursement [December 31] Reimbursement
2001* [ ]% 2007 [ ]%
2002 [ ]% 2008 [ ]%
2003 [ ]% 2009 [ ]%
2004 [ ]% 2010 [ ]%
2005 [ ]% 2011 [ ]%
2006 [ ]%
*From the commencement of operations.
2. To effect the expense reimbursement provided for in this
Agreement, the Trust may offset the appropriate amount of the reimbursement
contemplated hereunder against the management fee payable under the
Management Agreement.
3. This Agreement, and the Advisor's obligation to so reimburse
expenses hereunder, shall terminate on the earlier of (a) [December 31,
2011] or (b) termination of the Management Agreement.
4. Except as provided in paragraph 3, above, this Agreement may
be terminated only by the vote of (a) the Board of Trustees of the Trust,
including the vote of the members of the Board who are not "interested
persons" within the meaning of the Investment Company Act of 1940, and (b)
a majority of the outstanding voting securities of the Trust.
5. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder
shall not be thereby affected.
6. The Trust's Declaration of Trust is on file with the
Secretary of the State of Delaware. This Agreement is executed on behalf of
the Trust by the Trust's officers as officers and not individually and the
obligations imposed upon the Trust by this Agreement are not binding upon
any of the Trust's Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Trust and the Advisor have caused this
Agreement to be executed on the day and year above written.
BLACKROCK
MUNICIPAL INCOME TRUST
by: _________________________________
Name:
Title:
Attest: __________________________
Name:
Title:
BLACKROCK ADVISORS, INC.
by: _________________________________
Name:
Title:
Attest: __________________________
Name:
Title:
