THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008
TERM TRUST INC.
AMENDED ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the 29th day of January, 1993
between THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC., a
Maryland corporation (the "Trust"), and MIDDLESEX ADMINISTRATORS L.P., a
Delaware limited partnership (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 services
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;
(c) Prepare or arrange for preparation for review, approval and
execution by officers of the Trust the Trust's federal, state and local income
tax returns, and any other required tax returns, as may be mutually agreed
upon;
(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 (the "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 as necessary 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;
(q) Respond to, or refer to the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust;
(r) Provide to Standard & Poor's Corporation ("S&P"), upon its
request, corporate or financial information reasonably available to the
Administrator to assist S&P in the rating of the Trust's common shares; and
(s) Assist in the preparation and filing of Forms 3, 4 and 5 pursuant
to Section 16 of the Securities Exchange Act of 1934 and Section 30(f) of
the Investment Company Act for the officers and directors of the Trust,
except as otherwise requested by the Trust's investment adviser, such
filings to be based on information provided by those persons and the
Trust's investment adviser.
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. Printing and dissemination expenses, such as those for reports
to shareholders and proxy statements, shall be expenses of the Trust.
3. The Trust will pay the Administrator a fee on the first business day of
each calendar month for the previous month based on the Trust's average weekly
net asset value computed at the per annum rate of .10% from the effective date
of this Agreement until termination of the Trust pursuant to its Articles of
Incorporation.
4. The Administrator assumes no responsibility under this Agreement other
than to render the services called for hereunder, and specifically assumes no
responsibilities for investment advice or the investment or reinvestment of the
Trust's assets.
5. (a) 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 any 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, or by reason of its reckless disregard of
its duties and obligations under this Agreement.
(b) Such expenses shall be paid by the Trust in advance of the final
disposition of such matter upon invoice by the Administrator and receipt by
the Trust of an undertaking from the Administrator to repay such amounts if
it shall ultimately be established that the Administrator is not entitled
to payment of such expenses hereunder.
(c) As used in this Paragraph 5, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Trust
contemplated hereby, and directors, officers, agents and employees of the
Administrator and such affiliates.
(d) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of legal counsel to the Trust, at the expense
of the Trust, and with respect to the application of generally accepting
accounting principles, apply for and obtain the advice and opinion of the
Trust's accounting experts, at the expense of the Trust. The Administrator
shall be fully protected with respect to any action taken or omitted by it
in good faith in conformity with such advice or opinion.
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
drafts and final copies of 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 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 timely furnish or otherwise make available
to the Administrator such other information relating to the business
affairs of the Trust, its directors, officers, and service providers, 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 of other communication required to be given in writing
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at ▇.▇. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, (2) to the Trust
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President.
11. This Agreement sets forth the agreement and understanding of the
parties hereto solely with respect to the matters covered hereby and the
relationship between the Trust and Middlesex Administrators L.P. 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 Company Act shall control.
13. This Agreement may be executed by the parties hereto in counterparts,
and if executed in more than one counterpart, the separate instruments shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE BLACKROCK NEW YORK INSURED MUNICIPAL
2008 TERM TRUST INC.
By__________________________________________________
Title:______________________________________________
MIDDLESEX ADMINISTRATORS L.P.
By MIDDLESEX ADMINISTRATORS, INC.,
General Partner
By__________________________________________________
Title:______________________________________________