BQT SUBSIDIARY, INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the day of , 2000 between BQT
Subsidiary, Inc., a Maryland Corporation (the "Trust"), and Prudential
Investments Fund Management LLC, a New York limited liability company (the
"Administrator").
W I T N E S S E T H:
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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 3l a-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 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 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.
4. 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
contemplated 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.
5. 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.
6. 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.
7. 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.
8. This Agreement may be amended by mutual written consent.
9. 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 Gateway Center
Three, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chairman or
(2) to the Trust at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attention:
President.
10. 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
Investments Fund Management LLC 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.
11. 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.
BQT SUBSIDIARY, INC.
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By:
PRUDENTIAL INVESTMENTS
FUND MANAGEMENT LLC
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By:
