ADMINISTRATION AGREEMENT
Agreement made as of (date) between The Blackstone Insured Municipal
Term Trust Inc., a Maryland corporation ("Trust") and Xxxxxxxx Xxxxxxxx
Asset Management Inc., a Delaware corporation ("Xxxxxxxx Xxxxxxxx").
WHEREAS, the Trust intends to operate as a closed-end management
investment company, and is so registered under the Investment Company Act
of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust wishes to retain Xxxxxxxx Xxxxxxxx to provide
certain administrative services to the Trust, under the terms and
conditions stated below, and Xxxxxxxx Xxxxxxxx is willing to provide such
services for the compensation set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. Appointment. The Trust hereby appoints Xxxxxxxx Xxxxxxxx as
administrator of the Trust, and Xxxxxxxx Xxxxxxxx accepts such appointment
and agrees that it will furnish the services set forth in paragraph 2
below.
2. Services and Duties of Xxxxxxxx Xxxxxxxx. Subject to the supervision of
the Trust's board of directors ("Board"), Xxxxxxxx Xxxxxxxx will furnish
the following services to the Trust:
(a) Xxxxxxxx Xxxxxxxx will assist in preparing the financial information
relating to the Trust for the Trust's periodic reports to
shareholders, proxy material and earnings press releases.
(b) Xxxxxxxx Xxxxxxxx will assemble all reports required to be filed with
the Securities and Exchange Commission ("SEC") on Form N-SAR, or such
other form as the SEC may substitute for Form N-SAR, and file such
completed form with the SEC.
(c) Xxxxxxxx Xxxxxxxx will assist in providing to the Trust's independent
accountants such information as is necessary for such accountants to
prepare and file the Trust's federal income and excise tax returns
and the Trust's state and local tax returns.
(d) Xxxxxxxx Xxxxxxxx will assist the Trust's investment adviser in
monitoring compliance of the Trust's operations with the 1940 Act and
with its investment policies and limitations as currently in effect.
(e) Xxxxxxxx Xxxxxxxx will arrange for the dissemination to
shareholders of the Trust's proxy materials (but not prepare such
materials) and oversee the tabulation of proxies by the Trust's
transfer agent.
(f) Xxxxxxxx Xxxxxxxx will negotiate contractual arrangements with the
Trust's agents, including custodians, transfer agents, dividend
disbursing agents, accounting agents, independent accountants and
printing companies, and monitor the performance of such agents
pursuant to such arrangements.
(g) Xxxxxxxx Xxxxxxxx will oversee the calculation of the Trust's net
asset value in accordance with the Trust's registration statement
under the 1940 Act and Securities Act of 1933, as amended, by the
Trust's accounting agent and monitor the performance of such agent in
making the Trust's net asset value available for public
dissemination.
(h) Xxxxxxxx Xxxxxxxx will oversee the maintenance of the Trust's books
and records under Rule 31a-1 under the 1940 Act by the custodian and
accounting agent, as applicable.
(i) Xxxxxxxx Xxxxxxxx will establish the accounting policies of the
Trust; establish and monitor the Trust's operating expense budgets
and process the payment of bills that have been approved by an
authorized officer of the Trust.
(j) Xxxxxxxx Xxxxxxxx will assist the Trust in determining the amount of
dividends and distributions available to be paid by the Trust to its
shareholders; prepare and arrange for the printing of dividend notices to
shareholders; and provide the transfer and dividend disbursing agent and
custodian with such information as is required for such parties to effect
the payment of dividends and distributions and to implement the Trust's
dividend reinvestment plan. Xxxxxxxx Xxxxxxxx will not be responsible for
the preparation and dissemination of press releases regarding such
dividends and distributions.
(k) If requested by the Board, Xxxxxxxx Xxxxxxxx will designate one or
more employees of Xxxxxxxx Xxxxxxxx to serve as treasurer and/or
assistant treasurers of the Trust.
3 Public Inquiries. Xxxxxxxx Xxxxxxxx will not be responsible for replying
to requests for information concerning the Trust from shareholders, brokers
or the public. The Trust shall notify Xxxxxxxx Xxxxxxxx of the appropriate
party to whom such requests should be directed, and Xxxxxxxx Xxxxxxxx will
refer such requests to the party designated by the Trust.
4. Compliance with the Trust's Governing Documents and Applicable Law. In
all matters relating to the performance of services under this Agreement,
Xxxxxxxx Xxxxxxxx will act in conformity with the Articles of
Incorporation, By-Laws and registration statement of the Trust and with the
directions of the Board and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal or state
laws and regulations.
5. Services Not Exclusive. Xxxxxxxx Xxxxxxxx' services hereunder are not
deemed to be exclusive, and Xxxxxxxx Xxxxxxxx is free to render
administrative or other services to other funds, trusts or clients so long
as Xxxxxxxx Xxxxxxxx' services under this Agreement are not impaired
thereby.
6. Expenses. During the term of this Agreement, Xxxxxxxx Xxxxxxxx will
provide such office space and personnel as are necessary to perform its
duties under the Agreement at its own expense and will assume all other
expenses incurred by it in connection with its services under this
Agreement, except that the Trust shall reimburse Xxxxxxxx Xxxxxxxx for
out-of-pocket expenses incurred by employees of Xxxxxxxx Xxxxxxxx in
connection with their attendance outside the New York metropolitan area
requested by the Board at meetings of the Board or any committee thereof or
any other meeting at which the Trust requires the attendance of a Xxxxxxxx
Xxxxxxxx employee or employees.
7. Compensation. For the services provided and expenses assumed by Xxxxxxxx
Xxxxxxxx under this Agreement, the Trust will pay Xxxxxxxx Xxxxxxxx a fee,
calculated weekly and paid monthly, at the annual rate of _.__% of average
weekly net assets of the Trust.
8. Limitation of Liability. Xxxxxxxx Xxxxxxxx will not be liable for any
error of judgment of mistake of law or for any loss suffered by the Trust
of its shareholders in connection with the performance of its duties under
this Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement.
9. Duration and Termination. This Agreement will become effective upon the
date hereinabove written and shall continue in effect thereafter until
termination by Xxxxxxxx Xxxxxxxx or the Trust upon 60 days' written notice
to the other.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of the Agreement shall otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and shall be governed by Delaware law.
