DEPOSITORY AGREEMENT
THE BLACKSTONE INSURED MUNICIPAL TERM TRUST INC.
and
BANKERS TRUST COMPANY
April 27, 1992
The Depository Trust Company
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Attention: General Counsel's Office
Re: The Blackstone Insured Municipal
Term Trust Inc. -- Issuance of Auction
Rate Municipal Preferred Stock
Ladies and Gentlemen:
The purpose of this letter is to set forth certain matters
relating to the issuance and sales by The Blackstone Insured Municipal Term
Trust Inc., a Maryland corporation (the "Issuer"), of 1,300 shares of
Auction Rate Municipal Preferred Stock, Series M28 (the "Series M28
Preferred Shares") and 1,300 shares of Auction Rate Municipal Preferred
Stock, Series M7 (the "Series M7 Preferred Shares"). The Series M28
Preferred Shares and the Series M7 Preferred Shares are sometimes herein
together called the "Preferred Shares". A description of the Series M28
Preferred Shares and its related offering is contained in a prospectus,
dated April 20, 1992, and a description of the Series M7 Preferred Shares
and its related concurrent offering is contained in a prospectus, dated
April 20, 1992 (collectively, the "Prospectuses"). Bankers Trust Company,
in its capacity as Auction Agent (as defined in the Prospectuses), will act
as the transfer agent, registrar, dividend disbursing agent and redemption
agent with respect to the Preferred Shares. The Preferred Shares are being
offered in two concurrent offerings: by underwriters represented by ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated in the case of the Series M28
Preferred Shares, and by underwriters represented by Shearson ▇▇▇▇▇▇
Brothers Inc. in the case of the Series M7 Preferred Shares (collectively,
the "Underwriters") and are being distributed through The Depository Trust
Company ("DTC").
To induce DTC to accept the Preferred Shares as eligible for
deposit at DTC and to act in accordance with its rules (the "DTC Rules")
with respect to the Preferred Shares, the Issuer and the Auction Agent make
the following representations to DTC:
1. Subsequent to the issuance of the Preferred Shares on April 27,
1992 the Issuer shall cause the Underwriters to deposit with DTC
one share certificate representing the Series M28 Preferred Shares
and one share certificate representing the Series M7 Preferred
Shares, each registered in the name of DTC's nominee, CEDE & CO.,
which will respectively represent the total number of Series M28
Preferred Shares and Series M7 Preferred Shares, and said
certificates shall remain in DTC's custody.
2. The Prospectus describes provisions for the solicitation of
consents from, and voting by, holders of the Preferred Shares
under certain circumstances. The Issuer shall establish a
record date or record dates for such purposes and give DTC
notice of such record date or dates not less than 15 calendar
days in advance of such record date or dates to the extent
practicable.
3. In the event of a full or partial redemption of outstanding
Preferred shares the Issuer or the Auction Agent shall give DTC
notice of such event not less than 20 days nor more than 60
days prior to the redemption date.
4. In the event of a partial redemption of the Preferred Shares
outstanding, the Issuer or the Auction Agent shall send DTC a
notice specifying: the number of the Series M28 Preferred
Shares and the Series M7 Preferred Shares, respectively, to be
redeemed and the date such notice is to be mailed to
shareholders of the Issuer or published ("Publication Date").
Such notice shall be sent to DTC by a secure means (e.g.,
legible facsimile transmission, registered or certified mail,
overnight express delivery or hand delivery) in a timely manner
designed to assure that such notice is in DTC's possession no
later than the close of business on the Business Day (as
defined in the Prospectus) before the Publication Date. (The
Issuer or the Auction Agent sending such notice shall have a
method to verify subsequently the use of such means and
timeliness of the notice.) In the event of a partial
redemption, the Publication Date shall not be less than 20 days
nor more than 60 days prior to the redemption date.
5. The Prospectuses indicate that the dividend rate for each of the
Series M28 Preferred Shares and the Series M7 Preferred Shares may
vary from time to time. Absent other existing arrangements with DTC,
the Issuer or the Auction Agent shall give DTC notice of each such
change in the dividend rate on the same day the new rate is
determined by telephone to the Supervisor of the Dividend
Announcement Section at (▇▇▇) ▇▇▇-▇▇▇▇ and such notice shall be
followed by prompt written confirmation sent by a secure means as
described in paragraph 4 above to:
Manager, Announcements, Dividend
Department
The Depository Trust Company
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6. The Prospectuses indicate that each purchaser of any Preferred
Shares must sign a Purchaser's Letter (as defined in the
Prospectuses) that contains provisions restricting transfer of
the Preferred Shares purchased. The Issuer and the Auction
Agent acknowledge that as long as CEDE & CO. is the sole record
owner of the Preferred Shares, CEDE & CO. shall be entitled to
all voting rights applicable to the Preferred Shares and to
receive the full amount of all dividends, liquidation proceeds
and redemption proceeds payable with respect to the Preferred
Shares. The Issuer and the Auction Agent acknowledge that DTC
shall treat any DTC Participant (defined in the DTC Rules to
mean, generally, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other
organizations for whom DTC, directly or indirectly, holds
securities) having Preferred Shares credited to its DTC account
as entitled to the full benefits of ownership of such Preferred
Shares even if the credits of Preferred Shares to the DTC
account of such DTC participant result from transfers or
failures to transfer in violation of the provisions of the
Purchaser's Letter. Without limiting the generality of the
preceding sentence, the Issuer and the Auction Agent
acknowledge that DTC shall treat any DTC Participant having
Preferred Shares credited to its account as entitled to receive
dividends, distributions and voting rights, if any, in respect
of such Preferred Shares and, subject to Section 16 hereof, to
receive certificates evidencing such Preferred Shares if such
certificates are to be issued in accordance with the Issuer's
Charter (as defined in the Prospectuses). (The treatment by DTC
of the effects of the crediting by it of Preferred Shares to
the accounts of DTC Participants described in the preceding two
sentences shall not affect the rights of the Issuer,
participants in Auctions (as defined in the Prospectuses)
relating to the Preferred Shares, purchasers, sellers or
holders of Preferred Shares against any DTC Participant.) DTC
shall have no responsibility to ascertain that any transfer of
Preferred Shares is made in accordance with the provisions of
the Purchaser's Letter.
7. The Prospectuses indicate that in the event the Issuer
retroactively allocates any net capital gains or other taxable
income to either series of Preferred Shares without having
given advance notice thereof to the Auction Agent as described
in the Prospectuses solely by reason of the fact that such
allocation is made as a result of the redemption of all or a
portion of the outstanding shares of any series of Preferred
Shares or the liquidation of the Issuer (the amount of such
allocation referred to herein as a "Retroactive Taxable
Allocation"), the Issuer will, within 90 days (and generally
within 60 days) after the end of the Issuer's fiscal year for
which a Retroactive Taxable Allocation is made, provide notice
thereof to the Auction Agent and to each holder of Preferred
Shares (initially Cede & Co. as nominee of DTC) during such
fiscal year at such holder's address as the same appears or
last appeared on the stock books of the Issuer. The Issuer
will, within 30 days after such notice is given to the Auction
Agent, pay to the Auction Agent (who will then distribute to
such holders of Preferred Shares), out of funds legally
available therefor, an amount equal to the aggregate Additional
Dividend (as defined in the Prospectuses) with respect to all
Retroactive Taxable Allocations made to such holders during the
fiscal year in question.
8. The Issuer will notify DTC, at least 10 business days prior to
the payment date for any Additional Dividends, of (i) the
record date for holders of Preferred Shares entitled to receive
Additional Dividends, (ii) the amount of Additional Dividends
payable on a per share basis to such holders and (iii) the
CUSIP number set forth on the share certificate representing
such Preferred Shares.
9. The Prospectuses indicate that in the event of a Response (as
defined in the Prospectuses) it is advisable that the Issuer give a
Notice of Special Dividend Period (as defined in the Prospectuses)
for the Preferred Shares, the Issuer will by no later than the
second day prior to such Auction Date give a Notice of Special
Dividend (as defined in the Prospectuses) to the Auction Agent, DTC
and each Broker-Dealer, which notice will specify the duration of
the Special Dividend Period and the Maximum Applicable Rate therefor
and the Specific Redemption Provisions, if any. The Issuer is
required to give telephonic and written notice (a "Notice of
Revocation") to the Auction Agent, each Broker-Dealer, and DTC on or
prior to the Business Day prior to the relevant Auction Date under
the circumstances specified in the Prospectus.
10. All notices and payment advices sent to DTC shall contain the
CUSIP number set forth on the share certificate representing
the Series M28 Preferred Shares or on the share certificate
representing the Series M7 Preferred Shares, as the case may
be.
11. Except as provided in paragraph 5 of this letter, notices to
DTC by facsimile transmission shall be sent to (▇▇▇) ▇▇▇-▇▇▇▇
or (212) 709- 1094. Except as provided in paragraph 5 hereof,
notices to DTC by any other means shall be sent to:
Manager, Reorganization
Department
Reorganization Window
The Depository Trust Company
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12. Dividend payments shall be received by CEDE & CO., as nominee
of DTC, or its registered assigns in same-day funds on each
payment date or the equivalent as agreed between the Issuer or
the Auction Agent and DTC ("Fed-Funds"). Such payment shall be
made payable to the order of "CEDE & CO." Absent any other
agreement between the Issuer or the Auction Agent and DTC such
payments shall be addressed as follows:
Manager, Cash Receipts,
Dividends
The Depository Trust Company
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13. Redemption payments shall be made in Fed-Funds in the manner
set forth in the SDFS Paying Agent Operating Procedures, a copy
of which has been previously furnished to the Auction Agent.
14. DTC may direct the Issuer or the Auction Agent to use any other
telephone number for facsimile transmission, address, or
department of DTC as the number, address or department to which
payments of dividends, redemption proceeds or notices may be
sent.
15. In the event of a redemption or any other similar transaction
necessitating a reduction in the number of Preferred Shares
outstanding, DTC in its discretion may: (a) request the Issuer
or the Auction Agent to issue and authenticate a new share
certificate representing the remaining outstanding Series M28
Preferred Shares or the remaining outstanding Series M7
Preferred Shares, as the case may be, or (b) may make
appropriate notation on the Series M28 or Series M7 Preferred
Shares certificate, as the case may be, indicating the date and
the amount of the reduction except in the case of the
termination of the Issuer pursuant to its Charter, in which
case the certificates will be presented to the Issuer or the
Auction Agent for cancellation.
16. In the event the Issuer determines that beneficial owners of the
Preferred Shares (generally, the Existing Holders as defined in the
Issuer's Charter) shall be able to obtain certificates representing
the Series M28 Preferred Shares or the Series M7 Preferred Shares,
as the case may be (as provided for in the Issuer's Charter), the
Issuer or the Auction Agent shall notify DTC of the availability of
share certificates representing the Series M28 Preferred Shares or
the Series M7 Preferred Shares, as the case may be, and shall issue,
transfer and exchange such certificates as required by DTC and
others in appropriate amounts.
17. DTC may determine to discontinue providing its services as
securities depository with respect to the Preferred Shares at any
time by giving reasonable notice to the Issuer or the Auction Agent
(at which time DTC will confirm with the Auction Agent the aggregate
amount of the respective Series M28 Preferred Shares and the Series
M7 Preferred Shares outstanding). Under such circumstances the
Issuer or the Auction Agent will cooperate with DTC in taking
appropriate action to provide for a substitute or successor
securities depository or to make available one or more separate
certificates evidencing the Series M28 Preferred Shares and the
Series M7 Preferred Shares, as the case may be, to any DTC
Participant having such shares credited to its DTC account.
18. The Issuer hereby authorizes DTC to provide to the Auction
Agent position listings of its DTC participants with respect to
the Preferred Shares from time to time at the request of the
Auction Agent and at DTC's customary fee, and also authorizes
DTC, in the event of a partial redemption of either the Series
M28 Preferred Shares or the Series M7 Preferred Shares, to
provide, and DTC hereby agrees to provide, the Auction Agent,
upon request, with the names of those DTC Participants whose
positions in such Preferred Shares have been selected for
redemption by DTC. DTC agrees to use its best efforts to notify
the Auction Agent of those DTC Participants whose positions in
the Preferred Shares have been selected for redemption by DTC
and to provide the Auction Agent with the names of the persons
or departments at such DTC participants to contact regarding
such redemption. The Issuer authorizes the Auction Agent to
provide DTC with such signatures, exemplars of signatures and
authorizations to act as may be deemed necessary by DTC to
permit DTC to discharge obligations to its DTC Participants and
appropriate regulatory authorities.
This authorization, unless revoked by the Issuer, shall
continue with respect to the Preferred Shares while any such
Preferred Shares are on deposit at DTC, until and unless the
Auction Agent shall no longer be acting. In such event, the
Issuer shall provide DTC with similar evidence of the
authorization of any successor thereto so to act.
19. Nothing herein shall be deemed to require the Auction Agent to
advance funds on behalf of the Issuer.
Very truly yours,
THE BLACKSTONE INSURED
MUNICIPAL TERM TRUST INC.
as Issuer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇*
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
President
BANKERS TRUST COMPANY
as Auction Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Assistant Treasurer
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title
cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
Shearson ▇▇▇▇▇▇ Brothers Inc.
* signed pursuant to Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose name
appears below in such person's capacity as an officer and/or director of
The Blackstone Investment Quality Term Trust Inc. (the "Trust") constitutes
and appoints ▇▇▇▇▇ ▇▇▇▇▇▇ his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her
and in his or her name, place and ▇▇▇▇▇, in any and all capacities, to sign
any and all documents in connection with the organization, offering and
sale of the Trust's shares of common stock, including, without limitation,
all documents necessary or appropriate (i) to qualify the Trust to do
business in New York; (ii) to give notice to the Commodities Futures
Trading Commission; (iii) to obtain a Federal Employer Identification
number; (iv) to effect listing of the Trust's shares of common stock on the
New York Stock Exchange; (v) to provide the Trust's counsel with support
for legal opinions; (vi) to amend the Trust's Charter; (vii) to execute
Unanimous Consents of the Trust's Board of Directors or Executive Committee
in Lieu of a Meeting; and (viii) to effect the closings; granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute may lawfully do or cause to be done by virtue
hereof. This Power of Attorney does not grant to said attorney-in-fact and
agent the power or authority to sign the Trust's Registration Statement or
any amendments thereto.
This Power of Attorney may be executed in multiple
counterparts, each of which shall be deemed an original, but which taken
together shall constitute one instrument.
Signature Title Notarized
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/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Director
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Director,
------------------------ President
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------------------------ Secretary
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