Exhibit g.(2)
THE BLACKSTONE MUNICIPAL TARGET TERM TRUST INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 19th day of September, 1991
between The Blackstone Municipal Target Term Trust, Inc., a Maryland
Corporation (the "Trust"), and Prudential Mutual Fund Management, Inc., a
Delaware corporation (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Trust is a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"); and
WHEREAS, the Trust has retained an investment adviser for the purpose
of investing its assets in securities and desires to retain the
Administrator for certain administrative services, and the Administrator is
willing to furnish such administrative services on the terms and conditions
hereinafter set forth,
NOW, THEREFORE, the parties hereto agree as follows:
1. The Trust hereby appoints the Administrator to provide the service
set forth below, subject to the overall supervision of the Board of
Directors of the Trust for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and agrees
during such period to render the services herein described and to assume
the obligations herein set forth, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors and officers
of the Trust, the Administrator shall provide facilities for meetings of
the Board of Directors and shareholders of the Trust and office facilities
and personnel to assist the officers of the Trust in the performance of the
following services:
(a) Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted from time to
time by the Board of Directors;
(b) Oversee the maintenance by State Street Bank and Trust Company
of certain books and records of the Trust as required under Rule 31a-1(b)
(4) of the Investment Company Act of 1940;
(c) Prepare and file the Trust's federal, state and local income
tax returns and any other required tax returns;
(d) Review the appropriateness of and arrange for payment of the
Trust's expenses;
(e) Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual reports, proxy
statements and other communications with shareholders required or otherwise
to be sent to Trust shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
(f) Prepare for review by an officer of the Trust the Trust's
periodic financial reports required to be filed with the Securities and
Exchange Commission ("SEC") on Form N-SAR and Form N-2 and such other
reports, forms or filings, as may be mutually agreed upon;
(g) Prepare reports relating to the business and affairs of the
Trust as may be mutually agreed upon and not otherwise appropriately
prepared by the Trust's investment adviser, custodian, counsel or auditors;
(h) Prepare such information and reports as may be required by any
stock exchange or exchanges on which the Trust's shares are listed;
(i) Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board may reasonably
request or deems appropriate;
(j) Make such reports and recommendations to the Board concerning
the performance and fees of the Trust's custodian and transfer and dividend
disbursing agent as the Board may reasonably request or deems appropriate;
(k) Oversee and review calculations of fees paid to the
Administrator, the investment adviser and the custodian;
(l) Consult with the Trust's officers, independent accountants,
legal counsel, custodian, accounting agent and transfer and dividend
disbursing agent in establishing the accounting policies of the Trust;
(m) Review implementation of any stock purchase or dividend
reinvestment programs authorized by the Board of Directors;
(n) Assist the investment adviser in facilitating bank or other
borrowings by the Trust;
(o) Prepare such information and reports as may be required by any
banks from which the Trust borrows funds;
(p) Provide such assistance to the investment adviser, the
custodian and the Trust's counsel and auditors as generally may be required
to properly carry on the business and operations of the trust; and
(q) Respond to or refer to the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust.
All services are to be furnished through the medium of any directors,
officers or employees of the Administrator as the Administrator deems
appropriate in order to fulfill its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with
this Agreement.
3. The Trust will pay the Administrator a monthly fee at the annual
rate of .07% of the Trust's average net assets based on the net asset value
on the last day of each week and on which the New York Stock Exchange is
opened for business. Average net assets shall be calculated for this
purpose without regard to the liquidation value of any outstanding shares
of preferred stock of the Trust.
4. The Administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, and specially
assumes no responsibilities for investment advice or the investment or
reinvestment of the Trust's assets.
5. The Administrator shall not be liable to the Trust for any action
taken or omitted to be taken by the Administrator in connection with the
performance of any of its duties or obligations under this Agreement, and
the Trust shall indemnify the Administrator and hold it harmless from and
against all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by the
Administrator in or by reason of any pending, threatened or completed
action, suit, investigation or other proceeding (including an action or
suit by or in the right of the trust or its security holders) arising out
of or otherwise based upon any action actually or allegedly taken or
omitted to be taken by the Administrator in connection with the performance
of any of its duties or obligations under this Agreement; provided,
however, that nothing contained herein shall protect or be deemed to
protect the Administrator against or entitle or be deemed to entitle the
Administrator to indemnification in respect of any liability to the Trust
or its security holders to which the Administrator would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, by reason of its reckless disregard of its
duties and obligations under this Agreement.
6. This Agreement shall become effective as of the date on which the
Trust's Registration Statement on Form N-2 shall be declared effective by
the SEC and shall thereafter continue in effect unless terminated as herein
provided. This Agreement may be terminated by either party hereto (without
penalty) at any time upon not less than 60 days prior written notice to the
other party hereto.
7. The services of the Administrator to the Trust hereunder are not
exclusive and nothing in this Agreement shall limit or restrict the right
of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association. The
Administrator shall be deemed to be an independent contractor, unless
otherwise expressly provided or authorized by this Agreement.
8. During the term of this Agreement, the Trust agrees to furnish the
Administrator at the principal office of the Administrator prior to use
thereof all prospectuses, proxy statements, reports to shareholders, sales
literature, or other material prepared for distribution to shareholders of
the Trust or the public that refer in any way to the Administrator. If the
Administrator reasonably objects in writing to such references within five
business days (or such other time as may be mutually agreed) after receipt
thereof, the Trust will modify such references in a manner reasonably
satisfactory to the Administrator. In the event of termination of this
Agreement, the Trust will continue to furnish to the Administrator copies
of any of the above-mentioned materials that refer in any way to the
Administrator. The Trust shall furnish or otherwise make available to the
Administrator such other information relating to the business affairs of
the Trust as the Administrator at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
9. This Agreement may be amended by mutual written consent.
10. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at Xxx Xxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chairman or (2) to the Trust
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Attention: President.
11. This Agreement sets forth the entire agreement and understanding of
the parties hereto solely with respect to the matters covered hereby and
the relationship between the Trust and Prudential Mutual Fund Management,
Inc. as Administrator. Nothing in this Agreement shall govern, restrict or
limit in any respect any other business dealings between the parties hereto
unless otherwise expressly provided herein.
12. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to choice of law
principles thereof and in accordance with the Investment Company Act. In
the case of any conflict the Investment Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE BLACKSTONE MUNICIPAL
TARGET TERM TRUST INC.
By: _________________________
Xxxxx X. Xxxxxxxxxxx
Title: President
PRUDENTIAL MUTUAL FUND
MANAGEMENT, INC.
By: __________________________
Xxxxxxx X. Xxxxxx
Title: Chairman
