<DOCUMENT>
<TYPE>EX-99.(H)
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>


<PAGE>

                    BLACKROCK INSURED MUNICIPAL INCOME TRUST

                               ____________ Shares
                      Common Shares of Beneficial Interest


                                                            _______ __, 2002

SALOMON SMITH BARNEY INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
WACHOVIA SECURITIES, INC.
FAHNESTOCK & CO. INC.
JANNEY MONTGOMERY SCOTT LLC
J.J.B. HILLIARD, W.L. LYONS, INC.
LEGG MASON WOOD WALKER, INCORPORATED
QUICK & REILLY, INC. A FLEETBOSTON FINANCIAL COMPANY
RYAN, BECK & CO., LLC
TD WATERHOUSE INVESTOR SERVICES, INC.
 As Representatives of the
several Underwriters listed in
Schedule I hereto
c/o SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

           BlackRock Insured Municipal Income Trust, a Delaware business trust
(the "Trust"), proposes, upon the terms and conditions set forth herein, to
issue and sell an aggregate of __________ shares (the "Firm Shares") of its
Common Shares of Beneficial Interest, par value $0.001 per share (the "Common
Shares"). The Trust also proposes to grant to the Underwriters (as defined
below), upon the terms and subject to the conditions set forth herein, an option
to purchase up to __________ additional shares (the "Option Shares" and together
with the Firm Shares, the "Shares") of Common Shares. The Shares will be
authorized by, and subject to the terms and conditions of, the Amended and
Restated Agreement and Declaration of Trust of the Trust (the "Declaration") in
the form filed as an exhibit to the Registration Statement referred to in
Section 1 of this agreement, as the same may be amended from time to time. The
Trust, its investment adviser, BlackRock Advisors, Inc. ("BAI"), and its
investment sub-adviser, BlackRock Financial Management, Inc. ("BFM") (each, an
"Adviser" and together, the "Advisers"), wish to confirm as follows their
agreement with Salomon Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Prudential Securities Incorporated, Wachovia Securities, Inc.,
Fahnestock & Co. Inc., Janney Montgomery Scott LLC, J.J.B. Hilliard, W.L. Lyons,
Inc., Legg Mason Wood Walker, Incorporated, Quick & Reilly, Inc. A FleetBoston
Financial Company, Ryan, Beck & Co., LLC and TD Waterhouse Investor Services,


<PAGE>

Inc., (the "Representatives"), as representatives of the several Underwriters
listed in Schedule I hereto (the "Underwriters"), in connection with the
purchase of the Shares by the Underwriters.

           Collectively, the Investment Management Agreement, dated ________,
__, 2002 between the Trust and BAI (the "Investment Advisory Agreement"), the
Sub-Investment Advisory Agreements dated _______ __, 2002 among the Trust, BAI
and BFM (the "Sub-Advisory Agreement"), the Custodian Agreement, dated _______
__, 2002 between the Trust and State Street Bank and Trust Company (the
"Custodian Agreement") and the Transfer Agent and Service Agreement, dated
_______ __, 2002 between the Trust and EquiServe Trust Company, N.A. (the
"Transfer Agency Agreement") are hereinafter referred to as the "Trust
Agreements." The Investment Advisory Agreement and the Sub-Advisory Agreement
are hereinafter collectively referred to as the "Advisory Agreements." This
Underwriting Agreement is hereinafter referred to as the "Agreement."

           1. Registration Statement and Prospectus. The Trust has prepared and
filed in accordance with the provisions of the Securities Act of 1933, as
amended (the "1933 Act"), the Investment Company Act of 1940, as amended (the
"1940 Act"), and the rules and regulations of the Securities and Exchange
Commission (the "Commission") promulgated under the 1933 Act (the "1933 Act
Rules and Regulations") and the 1940 Act (the "1940 Act Rules and Regulations"
and, together with the 1933 Act Rules and Regulations, the "Rules and
Regulations"), a registration statement on Form N-2 (File Nos. 333-98357 and
811-21178), as amended by Pre-Effective Amendments Nos. _______ (the
"registration statement"), including a prospectus relating to the Shares. The
Trust also has filed a notification of registration of the Trust as an
investment company under the 1940 Act on Form N-8A (the "1940 Act
Notification"). The term "Registration Statement" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the 1933 Act or, if
the registration statement became effective under the 1933 Act prior to the
execution of this Agreement, as amended or supplemented at the time it became
effective, prior to the execution of this Agreement, and includes any
information deemed to be included by Rule 430A under the 1933 Act Rules and
Regulations. If it is contemplated, at the time this Agreement is executed, that
a post-effective amendment to the registration statement will be filed under the
1933 Act and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. If the Trust
has filed an abbreviated registration statement to register an additional amount
of Shares pursuant to Rule 462(b) under the 1933 Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall include such Rule 462 Registration Statement. The term "Prospectus" as
used in this Agreement means the prospectus and statement of additional
information in the forms included in the Registration Statement or, if the
prospectus and statement of additional information included in the Registration
Statement omit information in reliance on Rule 430A under the 1933 Act Rules and
Regulations and such information is included in a prospectus and statement of
additional information filed with the Commission pursuant to Rule 497(h) under
the 1933 Act, the term "Prospectus" as used in this Agreement means the
prospectus and statement of additional information in the forms included in the
Registration Statement as supplemented by the addition of the information
contained in the prospectus filed with the Commission pursuant to Rule 497(h).
The term "Prepricing Prospectus" as used in this Agreement means the prospectus
and statement of additional information subject to completion in the forms
included


                                      -2-

<PAGE>

in the registration statement at the time of filing of Pre-Effective Amendment
No. 1 to the registration statement with the Commission on September 5, 2002,
and as such prospectus and statement of additional information shall have been
amended from time to time prior to the date of the Prospectus. The terms
"Registration Statement," "Prospectus" and "Prepricing Prospectus" shall also
include any financial statements and other information incorporated by reference
therein.

           The Trust has furnished you with copies of such registration
statement, each amendment to such registration statement filed with the
Commission and each Prepricing Prospectus.

           2. Agreements to Sell and Purchase. (a) The Trust hereby agrees,
subject to all the terms and conditions set forth herein, to issue and sell to
the Underwriters and, upon the basis of the representations, warranties and
agreements of the Trust and the Advisers herein contained and subject to all the
terms and conditions set forth herein, each Underwriter agrees, severally and
not jointly, to purchase from the Trust, at a purchase price of $15 per share,
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I hereto.

           (b) The Trust also agrees, subject to all the terms and conditions
set forth herein, to issue and to sell to the Underwriters, and, upon the basis
of the representations, warranties and agreements of the Trust and the Advisers
herein contained and subject to all the terms and conditions set forth herein,
the Underwriters shall have the right to purchase from the Trust, at the same
purchase price per share as the Underwriters shall pay for the Firm Shares,
pursuant to an option (the "over-allotment option") which may be exercised at
any time and from time to time prior to 9:00 P.M., New York City time, on the
45th day after the date of the Prospectus (or, if such 45th day shall be a
Saturday or Sunday or a holiday, on the next business day thereafter when the
New York Stock Exchange (the "NYSE") is open for trading), up to an aggregate of
_______ Option Shares. Option Shares may be purchased only for the purpose of
covering over-allotments made in connection with the offering of the Firm
Shares. Upon any exercise of the over-allotment option, each Underwriter agrees,
severally and not jointly, to purchase from the Trust the number of Option
Shares (subject to such adjustments as you may determine in order to avoid
fractional shares) which bears the same proportion to the number of Option
Shares to be purchased by the Underwriters as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto (or such number
of Firm Shares increased as set forth in Section 11 hereof) bears to the
aggregate number of Firm Shares.

           3. Terms of Public Offering. The Trust and the Advisers have been
advised by you that the Underwriters propose to make a public offering of their
respective portion of the Firm Shares as soon after the Registration Statement
has become effective and this Agreement has been executed and delivered as in
your judgment is advisable and initially to offer the Firm Shares upon the terms
set forth in the Prospectus.

           4. Delivery of the Shares and Payment Therefor. (a) Delivery to the
Underwriters of and payment to the Trust for the Firm Shares and the Option
Shares (if the option provided for in Section 2(b) hereof shall have been
exercised on or before the third business day prior to the Closing Date (as
defined below)) and compensation of the Underwriters with respect thereto shall
be made at the office of Skadden, Arps, Slate, Meagher & Flom LLP,


                                      -3-

<PAGE>

Four Times Square, New York, NY 10036, or through the facilities of The
Depository Trust Company or another mutually agreeable facility, at 9:30 A.M.,
New York City time, on _______ __, 2002 (the "Closing Date"). The place of
closing for the Firm Shares and the Option Shares and the Closing Date may be
varied by agreement between you and the Trust.

           (b) Delivery to the Underwriters of and payment to the Trust for any
Option Shares to be purchased by the Underwriters and compensation of the
Underwriters with respect thereto shall be made at the aforementioned office of
Skadden, Arps, Slate, Meagher & Flom LLP at such time on such date (an "Option
Closing Date"), which may be the same as the Closing Date but shall in no event
be earlier than the Closing Date nor earlier than two nor later than ten
business days after the giving of the notice hereinafter referred to, as shall
be specified in a written notice from you on behalf of the Underwriters to the
Trust of the Underwriters' determination to purchase a number, specified in such
notice, of Option Shares. The place of closing for any Option Shares and the
Option Closing Date for such Shares may be varied by agreement between you and
the Trust.

           (c) Certificates for the Firm Shares and for any Option Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request prior to 9:30 A.M., New York City time, on the second
business day preceding the Closing Date or any Option Closing Date, as the case
may be. Such certificates shall be made available to you in New York City for
inspection and packaging not later than 9:30 A.M., New York City time, on the
business day next preceding the Closing Date or the Option Closing Date, as the
case may be. The certificates evidencing the Firm Shares and any Option Shares
to be purchased hereunder shall be delivered to you on the Closing Date or the
Option Closing Date, as the case may be, through the facilities of The
Depository Trust Company, against payment of the purchase price therefor in
immediately available funds to the order of the Trust.

           5. Agreements of the Trust and the Advisers. The Trust and the
Advisers, jointly and severally, agree with the several Underwriters as follows:

           (a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective under the 1933 Act before the offering of the Firm
Shares may commence, the Trust will use its reasonable best efforts to cause the
Registration Statement or such post-effective amendment to become effective
under the 1933 Act as soon as possible and will advise you promptly and, if
requested by you, will confirm such advice in writing when the Registration
Statement or such post-effective amendment has become effective.

           (b) The Trust will advise you promptly and, if requested by you, will
confirm such advice in writing: (i) of any request made by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus (or any amendment or supplement to any of the
foregoing) or for additional information, (ii) of the issuance by the
Commission, the National Association of Securities Dealers, Inc. (the "NASD"),
any state securities commission, any national securities exchange, any
arbitrator, any court or any other governmental, regulatory, self-regulatory or
administrative agency or any official of any order suspending the effectiveness
of the Registration Statement, prohibiting or suspending the use of the
Prospectus or any Prepricing Prospectus, or any sales material (as hereinafter


                                      -4-

<PAGE>

defined), of any notice pursuant to Section 8(e) of the 1940 Act, of the
suspension of qualification of the Shares for offering or sale in any
jurisdiction, or the initiation of any proceeding for any such purposes, (iii)
of receipt by the Trust, the Advisers, any affiliate of the Trust or the
Advisers or any representative or attorney of the Trust or the Advisers of any
other material communication adverse to the Trust from the Commission, the NASD,
any state securities commission, any national securities exchange, any
arbitrator, any court or any other governmental, regulatory, self-regulatory or
administrative agency or any official relating to the Trust (if such
communication relating to the Trust is received by such person within three
years after the date of this Agreement), the Registration Statement, the 1940
Act Notification, the Prospectus, any Prepricing Prospectus, any sales material
(as hereinafter defined) (or any amendment or supplement to any of the
foregoing) or this Agreement or any of the Trust Agreements and (iv) within the
period of time referred to in paragraph (f) below, of any material adverse
change in the condition (financial or other), assets or results of operations of
the Trust or any event which should reasonably be expected to have a material
adverse effect on the ability of either Adviser to perform its respective
obligations under this Agreement and the Advisory Agreements to which it is a
party (in either case, other than as a result of changes in market conditions
generally or the market for municipal securities generally) or of the happening
of any other event which makes any statement of a material fact made in the
Registration Statement or the Prospectus, or any Prepricing Prospectus (or any
amendment or supplement to any of the foregoing) untrue or which requires the
making of any additions to or changes in the Registration Statement or the
Prospectus, or any Prepricing Prospectus (or any amendment or supplement to any
of the foregoing) in order to state a material fact required by the 1933 Act,
the 1940 Act or the Rules and Regulations to be stated therein or necessary in
order to make the statements therein (in the case of a prospectus, in light of
the circumstances under which they were made) not misleading, or of the
necessity to amend or supplement the Registration Statement, the Prospectus, or
any Prepricing Prospectus (or any amendment or supplement to any of the
foregoing) to comply with the 1933 Act, the 1940 Act, the Rules and Regulations
or any other law or order of any court or regulatory body. If at any time the
Commission, the NASD, any state securities commission, any national securities
exchange, any arbitrator, any court or any other governmental, regulatory,
self-regulatory or administrative agency or any official shall issue any order
suspending the effectiveness of the Registration Statement, prohibiting or
suspending the use of the Prospectus, any Prepricing Prospectus or any sales
material (as hereinafter defined) (or any amendment or supplement to any of the
foregoing) or suspending the qualification of the Shares for offering or sale in
any jurisdiction, the Trust will use its reasonable best efforts to obtain the
withdrawal of such order at the earliest possible time.

           (c) The Trust will furnish to you, without charge, three signed
copies of the Registration Statement as originally filed with the Commission and
of each amendment thereto, including financial statements and all exhibits
thereto, and will also furnish to you, without charge, such number of conformed
copies of the Registration Statement as originally filed and of each amendment
thereto, but without exhibits, as you may request.

           (d) The Trust will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus, any Prepricing
Prospectus or any sales material (as hereinafter defined) (or any amendment or
supplement to any of the foregoing), of which you shall not previously have been
advised or to which you shall reasonably object after being so advised or (ii)
so long as, in the opinion of counsel for the Underwriters, a Prospectus is


                                      -5-

<PAGE>

required to be delivered in connection with sales by any Underwriter or any
dealer, file any information, documents or reports pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), without delivering a copy of
such information, documents or reports to you, as Representatives of the several
Underwriters, prior to or concurrently with such filing.

           (e) Prior to the execution and delivery of this Agreement, the Trust
has delivered to you, without charge, in such quantities as you have requested,
copies of each form of the Prepricing Prospectus. The Trust consents to the use,
in accordance with the provisions of the 1933 Act and with the state securities
or blue sky laws of the jurisdictions in which the Shares are offered by the
several Underwriters and by dealers, prior to the date of the Prospectus, of
each Prepricing Prospectus so furnished by the Trust.

           (f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a prospectus is required by the 1933 Act to be
delivered in connection with sales of Shares by any Underwriter or any dealer,
the Trust will promptly deliver to each Underwriter and each dealer, without
charge, as many copies of the Prospectus (and of any amendment or supplement
thereto) as you may reasonably request. The Trust consents to the use of the
Prospectus (and of any amendment or supplement thereto) in accordance with the
provisions of the 1933 Act and with the state securities or blue sky laws of the
jurisdictions in which the Shares are offered by the several Underwriters and by
all dealers to whom Shares may be sold, both in connection with the offering or
sale of the Shares and for such period of time thereafter as the Prospectus is
required by law to be delivered in connection with sales of Shares by any
Underwriter or any dealer. If during such period of time any event shall occur
that in the judgment of the Trust or in the opinion of counsel for the
Underwriters is required to be set forth in the Registration Statement or the
Prospectus (as then amended or supplemented) or is required to be set forth
therein in order to make the statements therein (in the case of the Prospectus,
in light of the circumstances under which they were made) not misleading, or if
it is necessary to supplement or amend the Registration Statement or the
Prospectus to comply with the 1933 Act, the 1940 Act, the Rules and Regulations
or any other federal law, rule or regulation, or any state securities or blue
sky disclosure laws, rules or regulations, the Trust will forthwith prepare and,
subject to the provisions of paragraph (d) above, promptly file with the
Commission an appropriate supplement or amendment thereto, and will promptly
furnish to the Underwriters and dealers, without charge, a reasonable number of
copies thereof. In the event that the Trust and you, as Representatives of the
several Underwriters, agree that the Registration Statement or the Prospectus
should be amended or supplemented, the Trust, if in the opinion of counsel to
the Underwriters, is required by law or any national securities exchange on
which the Shares are listed, will promptly issue a press release announcing or
disclosing the matters to be covered by the proposed amendment or supplement or
will otherwise appropriately disseminate the required information.

           (g) The Trust will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities or blue sky laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary or
appropriate in order to effect such registration or qualification; provided that
in no event shall the Trust be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or


                                      -6-

<PAGE>

to take any action which would subject it to service of process in suits, other
than those arising out of the offering or sale of the Shares, in any
jurisdiction where it is not now so subject.

           (h) The Trust will make generally available to its security holders
an earnings statement, which need not be audited, covering a twelve-month period
ending not later than 17 months after the effective date of the Registration
Statement as soon as practicable after the end of such period, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule
158 of the 1933 Act Rules and Regulations.

           (i) During the period of three years hereafter, the Trust will
furnish to you (i) as soon as available, a copy of each proxy statement, annual
and semi-annual report of the Trust mailed to shareholders or filed with the
Commission or furnished to the NYSE other than reports on Form N-SAR, and (ii)
from time to time such other information concerning the Trust as you may
reasonably request.

           (j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 11 hereof or by notice given by you terminating this
Agreement pursuant to Section 12 hereof) or if this Agreement shall be
terminated by the Underwriters because of any failure or refusal on the part of
the Trust or the Advisers to comply with any material term or fulfill any
material condition of this Agreement required to be complied with or fulfilled
by them, the Trust and the Advisers agree, jointly and severally, to reimburse
the Representatives for all out-of-pocket expenses (including reasonable fees
and expenses of counsel for the Underwriters) incurred by you in connection
herewith.

           (k) The Trust will apply the net proceeds from the sale of the Firm
Shares, and of the Option Shares, if any, in accordance with the description set
forth in the Prospectus and in such a manner as to comply with the investment
objectives, policies and restrictions of the Trust as described in the
Prospectus, as the same may be amended from time to time.

           (l) The Trust will file the requisite copies of the Prospectus with
the Commission in a timely fashion pursuant to Rule 497(c) or Rule 497(h) of the
1933 Act Rules and Regulations, whichever is applicable or, if applicable, will
file in a timely fashion the certification permitted by Rule 497(j) of the 1933
Act Rules and Regulations and will advise you of the time and manner of such
filing.

           (m) Except as provided in this Agreement, the Trust will not sell,
contract to sell or otherwise dispose of any Common Shares or any securities
convertible into or exercisable or exchangeable for Common Shares, or grant any
options or warrants to purchase Common Shares, for a period of 180 days after
the date of the Prospectus, without the prior written consent of Salomon Smith
Barney Inc.; provided, however, that the Trust may issue Common Shares pursuant
to any dividend reinvestment plan of the Trust in effect on the date hereof.

           (n) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, neither the Trust nor the Advisers have taken, nor
will any of them take, directly or indirectly, any action designed to or that
might reasonably be expected to cause or result in


                                      -7-

<PAGE>

stabilization or manipulation of the price of the Common Shares or any other
securities issued by the Trust to facilitate the sale or resale of the Common
Shares.

           (o) The Trust will use its reasonable best efforts to have the Common
Shares listed, subject to notice of issuance, on the NYSE concurrently with the
effectiveness of the registration statement.

           (p) The Trust will comply with the requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code") to qualify as a
regulated investment company under the Code.

           (q) The Trust and the Advisers will use their reasonable best efforts
to perform all of the agreements required of them by this Agreement and
discharge all conditions of theirs to closing as set forth in this Agreement.

           (r) The Adviser hereby agrees and covenants to waive receipt of a
portion of its fees or other payments from the Trust to which it is entitled in
the amounts and for the time periods set forth in the Prospectus.

           6. Representations and Warranties of the Trust and the Advisers. The
Trust and the Advisers, jointly and severally, represent and warrant to each
Underwriter that, as of the date hereof or at such other time or times
identified below:

           (a) Each Prepricing Prospectus complied when filed with the
Commission in all material respects with the provisions of the 1933 Act, the
1940 Act and the Rules and Regulations, except that this representation and
warranty does not apply to statements in or omissions from the registration
statement or the Prospectus made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Trust in writing by or
on behalf of any Underwriter through you expressly for use therein. The
Commission has not issued any order preventing or suspending the use of any
Prepricing Prospectus or the Prospectus.

           (b) The registration statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective and the Prospectus and any supplement
or amendment thereto when filed with the Commission under Rule 497 of the 1933
Act Rules and Regulations and the 1940 Act Notification when originally filed
with the Commission and any amendment or supplement thereto when filed with the
Commission, complied or will comply in all material respects with the
requirements of the 1933 Act, the 1940 Act and the Rules and Regulations, as
applicable, and did not or will not at any such times contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading, except that this representation and warranty does not apply to
statements in or omissions from the registration statement or the Prospectus
made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Trust in writing by or on behalf of any Underwriter
through you expressly for use therein.



                                      -8-

<PAGE>

           (c) All the shares of beneficial interest of the Trust outstanding as
of the date hereof have been duly authorized and validly issued, are fully paid
and nonassessable (except as provided in the last sentence of Section 3.8 of the
Declaration) and are free of any preemptive or similar rights; the Shares have
been duly authorized and, when issued and delivered to the Underwriters against
payment therefor in accordance with the terms hereof, will be validly issued,
fully paid and nonassessable (except as provided in the last sentence of Section
3.8 of the Declaration) and free of any preemptive or similar rights that
entitle or will entitle any person to acquire any Shares upon the issuance
thereof by the Trust, and will conform in all material respects to the
description thereof in the Registration Statement and the Prospectus (and any
amendment or supplement to either of them); and the Common Shares of the Trust
conform in all material respects to the description thereof in the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them).

           (d) Except for the Option Shares, shares to be issued pursuant to the
Trust's dividend reinvestment plan and as otherwise described in the Prospectus,
there are no outstanding options, warrants or other rights calling for the
issuance of, or any commitment, plan or arrangement to issue, any shares of
beneficial interest of the Trust or any security convertible into or
exchangeable or exercisable for shares of beneficial interest of the Trust.

           (e) The Trust is a business trust duly organized and validly existing
in good standing under the laws of the State of Delaware with full business
trust power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them), and is duly
registered and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the failure
to so register or qualify does not have a material adverse effect on the
condition (financial or other), assets or results of operations of the Trust;
and the Trust has no subsidiaries.

           (f) There are no legal or governmental proceedings pending or, to the
knowledge of the Trust or the Advisers, threatened, against the Trust, or to
which the Trust or any of its properties is subject, that are required to be
described in the Registration Statement or the Prospectus (or any amendment or
supplement to either of them) but are not described as required, and there are
no agreements, contracts, indentures, leases or other instruments that are
required to be described in the Registration Statement or the Prospectus (or any
amendment or supplement to either of them) or to be filed as an exhibit to the
Registration Statement that are not described or filed as required by the 1933
Act, the 1940 Act or the Rules and Regulations.

           (g) The Trust is not in violation of the Declaration or its bylaws
(the "Bylaws"), or other organizational documents or of any law, ordinance,
administrative or governmental rule or regulation applicable to the Trust or of
any decree of the Commission, the NASD, any state securities commission, any
national securities exchange, any arbitrator, any court or governmental agency,
body or official having jurisdiction over the Trust, or in default in the
performance of any material obligation, agreement or condition contained in any
bond, debenture, note or any other evidence of indebtedness or in any material
agreement, indenture, lease or other instrument to which the Trust is a party or
by which it or any of its properties may



                                      -9-

<PAGE>

be bound, except where such violation or default does not have a material
adverse effect on the condition (financial or other), assets or results of
operations of the Trust.

           (h) Neither the issuance and sale of the Shares, the execution,
delivery or performance of this Agreement or any of the Trust Agreements by the
Trust, nor the consummation by the Trust of the transactions contemplated hereby
or thereby (A) requires any consent, approval, authorization or other order of,
or registration or filing with, the Commission, the NASD, any state securities
commission, any national securities exchange, any arbitrator, any court,
regulatory body, administrative agency or other governmental body, agency or
official having jurisdiction over the Trust (except such as may have been
obtained prior to the date hereof and such as may be required for compliance
with the state securities or blue sky laws of various jurisdictions which have
been or will be effected in accordance with this Agreement) or conflicts or will
conflict with or constitutes or will constitute a breach of, or a default under,
the Declaration, the Bylaws or other organizational documents of the Trust or
(B) conflicts or will conflict with or constitutes or will constitute a material
breach of, or a default under, any material agreement, indenture, lease or other
instrument to which the Trust is a party or by which it or any of its properties
may be bound, or materially violates or will materially violate any material
statute, law, regulation or judgment, injunction, order or decree applicable to
the Trust or any of its properties, or will result in the creation or imposition
of any material lien, charge or encumbrance upon any property or assets of the
Trust pursuant to the terms of any agreement or instrument to which it is a
party or by which it may be bound or to which any of its property or assets is
subject. The Trust is not subject to any order of any court or of any
arbitrator, governmental authority or administrative agency.

           (i) The accountants, Deloitte & Touche LLP, who have certified or
shall certify the financial statements included or incorporated by reference in
the Registration Statement and the Prospectus (or any amendment or supplement to
either of them) are independent public accountants as required by the 1933 Act,
the 1940 Act and the Rules and Regulations.

           (j) The financial statements, together with related schedules and
notes, included or incorporated by reference in the Registration Statement and
the Prospectus (and any amendment or supplement to either of them), present
fairly the financial position of the Trust on the basis stated or incorporated
by reference in the Registration Statement at the respective dates or for the
respective periods to which they apply; such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical information and data
included in the Registration Statement and the Prospectus (and any amendment or
supplement to either of them) are accurately presented.

           (k) The execution and delivery of, and the performance by the Trust
of its obligations under, this Agreement and the Trust Agreements have been duly
and validly authorized by the Trust, and this Agreement and the Trust Agreements
have been duly executed and delivered by the Trust and, assuming due
authorization, execution and delivery by the other parties thereto, each
constitutes the valid and legally binding agreement of the Trust, enforceable
against the Trust in accordance with its terms, except as rights to indemnity
and contribution hereunder and thereunder may be limited by federal or state
securities laws, and subject to the qualification that the enforceability of the
Trust's obligations hereunder and thereunder may be


                                      -10-

<PAGE>

limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium, and other laws relating to or affecting creditors' rights generally
and by general equitable principles whether enforcement is considered in a
proceeding in equity or at law.

           (l) Except as disclosed in or contemplated by the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them), subsequent to the respective dates as of which such information is given
in the Registration Statement and the Prospectus (or any amendment or supplement
to either of them), the Trust has not incurred any material liability or
material obligation, direct or contingent, or entered into any transaction, not
in the ordinary course of business, that is material to the Trust, and there has
not been any change in the capitalization, or material increase in the
short-term debt or long-term debt, of the Trust, or any material adverse change,
or any development involving or which may reasonably be expected to involve, a
prospective material adverse change, in the condition (financial or other),
assets or results of operations of the Trust, whether or not arising in the
ordinary course of business (other than as a result of changes in market
conditions generally or the market for municipal securities generally).

           (m) The Trust has not distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Shares, will
not distribute any offering material in connection with the offering and sale of
the Shares other than the Registration Statement, the Prepricing Prospectus, the
Prospectus or other materials permitted by the 1933 Act, the 1940 Act or the
Rules and Regulations.

           (n) The Trust has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment or supplement thereto), subject
to such qualifications as may be set forth in the Prospectus; the Trust has
fulfilled and performed all its material obligations with respect to such
permits and no event has occurred which allows, or after notice or lapse of time
would allow, revocation or termination thereof or results in any other material
impairment of the rights of the Trust under any such permit, subject in each
case to such qualification as may be set forth in the Prospectus (and any
amendment or supplement thereto), and except where the revocation, termination
or impairment of the Trust's rights under such permits should not reasonably be
expected to have a material adverse effect on the condition (financial or
other), assets or results of operations of the Trust; and, except as described
in the Prospectus (and any amendment or supplement thereto), none of such
permits contains any restriction that should reasonably be expected to have a
material adverse effect on the condition (financial or other), assets or results
of operations of the Trust.

           (o) The Trust maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization and with the
investment policies and restrictions of the Trust and the applicable
requirements of the 1940 Act, the 1940 Act Rules and Regulations and the Code;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles, to
calculate net asset value, to maintain accountability for assets and to maintain
compliance with the books and records requirements under the 1940 Act and the
1940 Act Rules and Regulations; (iii) access to



                                      -11-

<PAGE>

assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded account for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

           (p) No holder of any security of the Trust has any right to require
registration of any security of the Trust because of the filing of the
registration statement or consummation of the transactions contemplated by this
Agreement.

           (q) The Trust, subject to the registration statement having been
declared effective and the filing of the Prospectus under Rule 497 under the
1933 Act Rules and Regulations, has taken all required action under the 1933
Act, the 1940 Act and the Rules and Regulations to make the public offering and
consummate the sale of the Shares as contemplated by this Agreement.

           (r) The conduct by the Trust of its business (as described in the
Prospectus) does not require it to be the owner, possessor or licensee of any
patents, patent licenses, trademarks, service marks or trade names
(collectively, "Intellectual Property") which it does not own, possess or
license, except where the failure to own, possess or license such Intellectual
Property should not reasonably be expected to have a material adverse effect on
the condition (financial or other), assets or results of operations of the
Trust.

           (s) The Trust is duly registered under the 1940 Act and the 1940 Act
Rules and Regulations as a closed-end, non-diversified management investment
company and the 1940 Act Notification has been duly filed with the Commission
and, at the time of filing thereof and any amendment or supplement thereto,
conformed in all material respects with all applicable provisions of the 1940
Act and the 1940 Act Rules and Regulations; no order of suspension or revocation
of such registration under the 1940 Act and the 1940 Act Rules and Regulations
has been issued or proceedings therefor initiated or, to the knowledge of the
Trust or either of the Advisers, threatened by the Commission. The provisions of
the Declaration and Bylaws, and the investment policies and restrictions
described in the Registration Statement and the Prospectus, comply in all
material respects with the requirements of the 1940 Act and the 1940 Act Rules
and Regulations. The Trust is, and at all times through the completion of the
transactions contemplated hereby, will be, in compliance in all material
respects with the terms and conditions of the 1933 Act and the 1940 Act. No
person serving or acting as an officer, trustee or investment adviser of the
Trust is prohibited from so serving or acting by, and the composition of the
Trust's Board of Trustees is in compliance with, the provisions of the 1940 Act
and the 1940 Act Rules and Regulations and the Investment Advisers Act of 1940,
as amended (the "Advisers Act"), and the rules and regulations of the Commission
promulgated under the Advisers Act (the "Advisers Act Rules and Regulations").

           (t) Except as stated in this Agreement and in the Prospectus (and any
amendment or supplement thereto), the Trust has not taken, nor will it take,
directly or indirectly, any action designed to or which might reasonably be
expected to cause or result in stabilization or manipulation of the price of any
securities issued by the Trust to facilitate the sale or resale of the Shares,
and the Trust is not aware of any such action taken or to be taken by any
affiliates of the Trust who are not underwriters or dealers participating in the
offering of the Shares.


                                      -12-

<PAGE>

           (u) All advertising, sales literature or other promotional material
(including "prospectus wrappers") intended for public distribution and
authorized in writing by or prepared by the Trust or the Advisers for use in
connection with the offering and sale of the Shares (collectively, "sales
material") complied and comply in all material respects with the applicable
requirements of the 1933 Act, the 1940 Act, the Rules and Regulations and the
rules and interpretations of the NASD and no such sales material, when read
together with the Prospectus, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. No advertising, sales
literature or other promotional material (including "broker kits," "road show
slides" and "road show scripts") not intended for public distribution and
authorized in writing by or prepared by the Trust or the Advisers for use in
connection with the offering and sale of the Shares was or is, when read
together with the Prospectus, materially false or misleading.

           (v) Each of the Trust Agreements and the Trust's and the Advisers'
obligations under this Agreement and each of the Trust Agreements to which it is
a party comply in all material respects with all applicable provisions of the
1933 Act, the 1940 Act, the Rules and Regulations, the Advisers Act and the
Advisers Act Rules and Regulations.

           (w) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), no trustee of the
Trust is an "interested person" (as defined in the 1940 Act) of the Trust or an
"affiliated person" (as defined in the 1940 Act) of any Underwriter.

           (x) The Shares have been duly authorized for listing, upon notice of
issuance, on the NYSE and the Trust's registration statement on Form 8-A under
the 1934 Act has become effective.

           7. Representations and Warranties of the Advisers. BAI and BFM,
jointly and severally, represent and warrant to each Underwriter that, as of the
date hereof or at such other time or times identified below:

           (a) Each of the Advisers is a corporation duly incorporated and
validly existing in good standing under the laws of the State of Delaware, with
full corporate power and authority to own, lease and operate its properties and
to conduct its business as described in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them), and each is duly
registered and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the failure
to so register or to qualify does not have a material adverse effect on the
ability of such Adviser to perform its obligations under this Agreement and the
Advisory Agreements to which it is a party.

           (b) Each of the Advisers is duly registered with the Commission as an
investment adviser under the Advisers Act and is not prohibited by the Advisers
Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules
and Regulations from acting under the Advisory Agreements to which it is a party
for the Trust as contemplated by the Registration Statement and the Prospectus
(or any amendment or supplement thereto). There does not exist



                                      -13-

<PAGE>

any proceeding which should reasonably be expected to have a material adverse
affect on the registration of either Adviser with the Commission.

           (c) There are no legal or governmental proceedings pending or, to the
knowledge of each Adviser, threatened against such Adviser, that are required to
be described in the Registration Statement or the Prospectus (or any amendment
or supplement to either of them) but are not described as required or that
should reasonably be expected to have a material adverse effect on the ability
of such Adviser to perform its obligations under this Agreement and the Advisory
Agreements to which it is a party.

           (d) Neither the execution, delivery or performance of this Agreement
or the Advisory Agreements by each Adviser which is a party thereto, nor the
consummation by each Adviser of the transactions contemplated hereby or thereby
(A) requires either Adviser to obtain any consent, approval, authorization or
other order of, or registration or filing with, the Commission, the NASD, any
state securities commission, any national securities exchange, any arbitrator,
any court, regulatory body, administrative agency or other governmental body,
agency or official having jurisdiction over either Adviser or conflicts or will
conflict with or constitutes or will constitute a breach of or a default under,
the certificate of incorporation or bylaws, or other organizational documents,
of such Adviser or (B) conflicts or will conflict with or constitutes or will
constitute a material breach of or a default under, any material agreement,
indenture, lease or other instrument to which either Adviser is a party or by
which either Adviser or any of its properties may be bound, or materially
violates or will materially violate any material statute, law, regulation or
judgment, injunction, order or decree applicable to either Adviser or any of its
properties or will result in the creation or imposition of any material lien,
charge or encumbrance upon any property or assets of either Adviser pursuant to
the terms of any agreement or instrument to which it is a party or by which it
may be bound or to which any of the property or assets of either Adviser is
subject, except in any case under clause (A) or (B) as should not reasonably be
expected to have a material adverse effect on the ability of each Adviser to
perform its obligations under this Agreement and the Advisory Agreements to
which it is a party. Neither Adviser is subject to any order of any court or of
any arbitrator, governmental authority or administrative agency.

           (e) The execution and delivery of, and the performance by each
Adviser of its respective obligations under, this Agreement and the Advisory
Agreements to which it is a party have been duly and validly authorized by such
Adviser, and this Agreement and the Advisory Agreements have been duly executed
and delivered by such Adviser and, assuming due authorization, execution and
delivery by the other parties thereto, each constitutes the valid and legally
binding agreement of such Adviser, enforceable against such Adviser in
accordance with its terms, except as rights to indemnity and contribution
hereunder may be limited by federal or state securities laws, and subject to the
qualification that the enforceability of the Trust's obligations hereunder and
thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights generally and by general equitable principles whether enforcement is
considered in a proceeding in equity or at law.




                                      -14-

<PAGE>

           (f) Each Adviser has the financial resources necessary for the
performance of its services and obligations as contemplated in the Prospectus
(or any amendment or supplement thereto) and under this Agreement and the
Advisory Agreements to which it is a party.

           (g) The description of each Adviser in the Registration Statement and
the Prospectus (and any amendment or supplement to either of them) complied and
comply in all material respects with the provisions of the 1933 Act, the 1940
Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and
Regulations and did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading.

           (h) Each of the Advisory Agreements complies in all material respects
with all applicable provisions of the 1940 Act, the 1940 Act Rules and
Regulations, the Advisers Act and the Advisers Act Rules and Regulations.

           (i) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement to either of them),
there has not occurred any event which should reasonably be expected to have a
material adverse effect on the ability of either Adviser to perform its
respective obligations under this Agreement and the Advisory Agreements to which
it is a party.

           (j) Each of the Advisers has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment or supplement thereto), except to
the extent that the failure to so have should not reasonably be expected to have
a material adverse effect on the ability of such Adviser to perform its
obligations under the Advisory Agreements to which it is a party; each of the
Advisers has fulfilled and performed all its material obligations with respect
to such permits and no event has occurred which allows, or after notice or lapse
of time would allow, revocation or termination thereof or results in any other
material impairment of the rights of either Adviser under any such permit,
except where the revocation, termination or impairment of such Adviser's rights
under such permits should not reasonably be expected to have a material adverse
effect on the ability of such Adviser to perform its obligations under the
Advisory Agreements to which it is a party.

           (k) Except as stated in this Agreement and in the Prospectus (and in
any amendment or supplement thereto), neither Adviser has taken, nor will it
take, directly or indirectly, any action designed to or which might reasonably
be expected to cause or result in or which will constitute stabilization or
manipulation of the price of any securities issued by the Trust to facilitate
the sale or resale of the Shares, and neither Adviser is aware of any such
action taken or to be taken by any affiliates of the Advisers who are not
underwriters or dealers participating in the offering of the Shares.

           8. Indemnification and Contribution. (a) The Trust and the Advisers
agree, jointly and severally, to indemnify and hold harmless each of you and
each other Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the



                                      -15-

<PAGE>

1933 Act or Section 20 of the 1934 Act from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation), joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Prepricing Prospectus, the Registration Statement, the Prospectus, any sales
material or in any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with information relating to any Underwriter
furnished in writing to the Trust by or on behalf of any Underwriter through you
expressly for use in connection therewith; provided, however, that the
indemnification contained in this paragraph (a) with respect to any Prepricing
Prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) on account of any such loss, claim,
damage, liability or expense arising from the sale of the Shares by such
Underwriter to any person if a copy of the Prospectus shall not have been
delivered or sent to such person within the time required by the 1933 Act and
the 1933 Act Rules and Regulations, and the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in such
Prepricing Prospectus was corrected in the Prospectus, provided that the Trust
has delivered the Prospectus to the several Underwriters in requisite quantity
on a timely basis to permit such delivery or sending. The foregoing indemnity
agreement shall be in addition to any liability which the Trust or the Advisers
may otherwise have.

           (b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Trust or the Advisers, such Underwriter or
such controlling person shall promptly notify the Trust or the Advisers, and the
Trust or the Advisers shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the Trust or the Advisers have agreed in
writing to pay such fees and expenses, (ii) the Trust and the Advisers have
failed to assume the defense and employ counsel, or (iii) the named parties to
any such action, suit or proceeding (including any impleaded parties) include
both such Underwriter or such controlling person and the Trust or the Advisers
and such Underwriter or such controlling person shall have been advised by its
counsel that representation of such indemnified party and the Trust or the
Advisers by the same counsel would be inappropriate under applicable standards
of professional conduct (whether or not such representation by the same counsel
has been proposed) due to actual or potential differing interests between them
(in which case the Trust and the Advisers shall not have the right to assume the
defense of such action, suit or proceeding on behalf of such Underwriter or such
controlling person). It is understood, however, that the Trust and the Advisers
shall, in connection with any one such action, suit or proceeding or separate
but substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Underwriters and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by the Representatives, and that



                                      -16-

<PAGE>

all such fees and expenses shall be reimbursed promptly as they are incurred.
The Trust and the Advisers shall not be liable for any settlement of any such
action, suit or proceeding effected without their written consent, but if
settled with such written consent, or if there be a final judgment for the
plaintiff in any such action, suit or proceeding, the Trust and the Advisers
agree to indemnify and hold harmless any Underwriter, to the extent provided in
the preceding paragraph, and any such controlling person from and against any
loss, claim, damage, liability or expense by reason of such settlement or
judgment.

           (c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Trust and the Advisers, their directors, trustees, any
officers who sign the Registration Statement, and any person who controls the
Trust or the Advisers within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from
the Trust and the Advisers to each Underwriter, but only with respect to
information relating to such Underwriter furnished in writing by or on behalf of
such Underwriter through you expressly for use in the Registration Statement,
the Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto. If any action, suit or proceeding shall be brought against the Trust or
the Advisers, any of their trustees, directors, any such officer, or any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect of
which indemnity may be sought against any Underwriter pursuant to this paragraph
(c), such Underwriter shall have the rights and duties given to the Trust and
the Advisers by paragraph (b) above (except that if the Trust or the Advisers
shall have assumed the defense thereof such Underwriter shall not be required to
do so, but may employ separate counsel therein and participate in the defense
thereof, but the fees and expenses of such counsel shall be at such
Underwriter's expense), and the Trust and the Advisers, their trustees,
directors, any such officer, and any such controlling person shall have the
rights and duties given to the Underwriters by paragraph (b) above. The
foregoing indemnity agreement shall be in addition to any liability which the
Underwriters may otherwise have.

           (d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Trust and the Advisers on the one hand (treated jointly for this purpose as one
person) and the Underwriters on the other hand from the offering of the Shares,
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Trust and the Advisers on the one hand (treated jointly for this purpose as
one person) and the Underwriters on the other in connection with the statements
or omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Trust and the Advisers on the one hand (treated jointly
for this purpose as one person) and the Underwriters on the other hand shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Trust bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The Trust and the


                                      -17-

<PAGE>

Advisers agree that as between the Trust, BAI and BFM (and solely for the
purpose of allocating among such parties the total amount to be contributed by
each of them to one another and without prejudice to the right of the
Underwriters to receive contributions from the Trust and the Advisers under this
Section 8(d) on a joint and several basis) the relative benefits received by the
Trust, on the one hand, and BAI and BFM, on the other hand, shall be deemed to
be in the same proportion that the total net proceeds from the offering (before
deducting expenses) received by the Trust bear to the present value of the
future revenue stream to be generated by the advisory fee to be paid by the
Trust to BAI pursuant to the Investment Advisory Agreement. The relative fault
of the Trust and the Advisers on the one hand (treated jointly for this purpose
as one person) and the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Trust and the Advisers on the one hand
(treated jointly for this purpose as one person) or by the Underwriters on the
other hand and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

           (e) The Trust, the Advisers and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 8 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of the Shares underwritten by it and distributed to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 8 are several
in proportion to the respective number of Firm Shares set forth opposite their
names in Schedule I hereto (or such numbers of Firm Shares increased as set
forth in Section 11 hereof) and not joint.

           (f) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

           (g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Trust and the Advisers set forth in this
Agreement



                                      -18-

<PAGE>

shall remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Trust, the Advisers, their trustees, directors or officers,
or any person controlling the Trust or the Advisers, (ii) acceptance of any
Shares and payment therefor hereunder, and (iii) any termination of this
Agreement. A successor to any Underwriter or any person controlling any
Underwriter, or to the Trust, the Advisers, their trustees, directors or
officers, or any person controlling the Trust or the Advisers, shall be entitled
to the benefits of the indemnity, contribution, and reimbursement agreements
contained in this Section 8.

           9. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters to purchase the Firm Shares and the Option Shares, as the
case may be, hereunder are subject to the following conditions:

           (a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
registration statement or such post-effective amendment shall have become
effective not later than 5:30 P.M., New York City time, on the date hereof, or
at such later date and time as shall be consented to in writing by you, and all
filings, if any, required by Rules 497 and 430A under the 1933 Act and the 1933
Act Rules and Regulations shall have been timely made; no order suspending the
effectiveness of the Registration Statement or order pursuant to Section 8(e) of
the 1940 Act shall have been issued and no proceeding for those purposes shall
have been instituted or, to the knowledge of the Trust, the Advisers or any
Underwriter, threatened by the Commission, and any request of the Commission for
additional information (to be included in the registration statement or the
Prospectus or otherwise) shall have been complied with to your satisfaction.

           (b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change or any development involving a prospective
change in or affecting the condition (financial or other), business, properties,
net assets, or results of operations of the Trust or the Advisers not
contemplated by the Prospectus, which in your opinion, as Representatives of the
several Underwriters, would materially adversely affect the market for the
Shares, or (ii) any event or development relating to or involving the Trust or
the Advisers or any officer or trustee of the Trust or the Advisers which makes
any statement made in the Prospectus untrue or which, in the opinion of the
Trust and its counsel or the Underwriters and their counsel, requires the making
of any addition to or change in the Prospectus in order to state a material fact
required by the 1933 Act, the 1940 Act or the Rules and Regulations or any other
law to be stated therein or necessary in order to make the statements therein
not misleading, if amending or supplementing the Prospectus to reflect such
event or development would, in your opinion, as Representatives of the several
Underwriters, materially adversely affect the market for the Shares.

           (c) You shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Trust, dated the
Closing Date and addressed to you, as Representatives of the several
Underwriters, in the form attached hereto as Exhibit A.

           (d) You shall have received on the Closing Date an opinion of
___________, counsel for the Advisers, dated the Closing Date and addressed to
you, as Representatives of the several Underwriters, in form and substance
satisfactory to you and to the effect that:


                                      -19-

<PAGE>

                      (i) Based on certificates of the Secretary of State of the
           State of Delaware, each of the Advisers is a corporation duly
           incorporated and validly existing in good standing under the laws of
           the State of Delaware, with all necessary corporate power and
           authority to own, lease and operate its properties and to conduct its
           business as described in the Registration Statement and the
           Prospectus (and any amendment or supplement to either of them). Based
           on certificates of the applicable secretaries of state, each Adviser
           is duly registered and qualified to conduct its business and is in
           good standing in each jurisdiction or place where the nature of its
           properties or the conduct of its business requires such registration
           or qualification, except where the failure to so register and qualify
           does not have a material adverse effect on the ability of such
           Adviser to perform its obligations under this Agreement and the
           Advisory Agreements to which it is a party;

                      (ii) Each of the Advisers is duly registered with the
           Commission as an investment adviser under the Advisers Act and is not
           prohibited by the Advisers Act, the Advisers Act Rules and
           Regulations, the 1940 Act or the 1940 Act Rules and Regulations from
           acting under the Advisory Agreements to which it is a party for the
           Trust as contemplated by the Prospectus (or any amendment or
           supplement thereto); and, to the best knowledge of such counsel after
           reasonable inquiry, there does not exist any proceeding which should
           reasonably be expected to adversely affect the registration of either
           Adviser with the Commission;

                      (iii) Each of the Advisers has corporate power and
           authority to enter into this Agreement and the Advisory Agreements to
           which it is a party, and this Agreement and the Advisory Agreements
           to which each Adviser is a party have been duly authorized, executed
           and delivered by each Adviser which is a party thereto and each
           Advisory Agreement is a valid and legally binding agreement of such
           Adviser, enforceable against such Adviser in accordance with its
           terms except as rights to indemnity and contribution hereunder and
           thereunder may be limited by Federal or state securities laws or
           principles of public policy and subject to the qualification that the
           enforceability of the Advisers' obligations thereunder may be limited
           by bankruptcy, fraudulent conveyance, insolvency, reorganization,
           moratorium, and other laws relating to or affecting creditors' rights
           generally and by general equitable principles whether enforcement is
           considered in a proceeding in equity or at law;

                      (iv) Neither the execution, delivery or performance of
           this Agreement or the Advisory Agreements by each Adviser which is a
           party thereto, nor the consummation by each Adviser of the
           transactions contemplated hereby and thereby (A) conflicts or will
           conflict with, or constitutes or will constitute a breach of or
           default under, the certificate of incorporation or bylaws, or other
           organizational documents, of such Adviser or (B) conflicts or will
           conflict with, or constitutes or will constitute a material breach of
           or material default under any material agreement, indenture, lease or
           other instrument to which either Adviser is a party, or will result
           in the creation or imposition of any material lien, charge or
           encumbrance upon any material property or material assets of either
           Adviser, nor will any such action result in any material violation of
           any law of the State of



                                      -20-

<PAGE>

           New York, the Delaware General Corporation Law, the 1940 Act, the
           Advisers Act or any regulation or judgment, injunction, order or
           decree applicable to either Adviser or any of its properties;

                      (v) No consent, approval, authorization or other order of,
           or registration or filing with, the Commission, any arbitrator, any
           court, regulatory body, administrative agency or other governmental
           body, agency, or official of the State of New York is required on the
           part of either Adviser for the execution, delivery and performance of
           this Agreement or the Advisory Agreements to which it is a party, or
           the consummation by such Adviser of the transactions contemplated
           hereby and thereby;

                      (vi) To the best knowledge of such counsel after
           reasonable inquiry, there are no legal or governmental proceedings
           pending or threatened against either Adviser or to which either
           Adviser or any of its properties is subject, which are required to be
           described in the Registration Statement or the Prospectus (or any
           amendment or supplement to either of them) but are not described as
           required;

                      (vii) Each of the Advisers has all material permits,
           licenses, franchises and authorizations of governmental or regulatory
           authorities as are necessary to own its properties and to conduct its
           business in the manner described in the Prospectus (and any amendment
           or supplement thereto), and to perform its obligations under the
           Advisory Agreements to which it is a party; and

                      (viii) Such counsel shall also state that the description
           of each of the Advisers contained in the Registration Statement (and
           any amendment or supplement thereto), as of the Registration
           Statement's effective date, does not contain an untrue statement of a
           material fact or omit to state a material fact required to be stated
           therein or necessary to make the statements contained therein not
           misleading and that the description of the Advisers contained in the
           Prospectus or any amendment or supplement thereto, as of its issue
           date and as of the Closing Date or the Option Closing Date, as the
           case may be, does not contain an untrue statement of a material fact
           or omit to state a material fact required to be stated therein or
           necessary to make the statements contained therein, in the light of
           the circumstances under which they were made, not misleading.

           (e) You shall have received on the Closing Date an opinion of Simpson
Thacher & Bartlett, counsel for the Underwriters, dated the Closing Date and
addressed to you, with respect to such matters as you may reasonably request.

           (f) You shall have received letters addressed to you and dated the
date hereof and the Closing Date from Deloitte & Touche LLP, independent
certified public accountants, substantially in the forms heretofore approved by
the Representatives.

           (g) (i) No order suspending the effectiveness of the registration
statement or the Registration Statement or prohibiting or suspending the use of
the Prospectus (or any amendment or supplement thereto) or any Prepricing
Prospectus or any sales material shall have been issued



                                      -21-

<PAGE>

and no proceedings for such purpose or for the purpose of commencing an
enforcement action against the Trust, the Advisers or with respect to the
transactions contemplated by the Prospectus (or any amendment or supplement
thereto) and this Agreement (other than enforcement actions against any
Underwriter with respect to the transactions contemplated by the Prospectus (or
any amendment or supplement thereto) and this Agreement) may be pending before
or, to the knowledge of the Trust, the Advisers or any Underwriter or in the
reasonable view of counsel to the Underwriters, shall be threatened by the
Commission at or prior to the Closing Date and that any request for additional
information on the part of the Commission (to be included in the Registration
Statement, the Prospectus or otherwise) be complied with to the reasonable
satisfaction of the Underwriters; (ii) there shall not have been any change in
the capitalization of the Trust nor any material increase in the short-term or
long-term debt of the Trust (other than in the ordinary course of business) from
that set forth or contemplated in the Registration Statement or the Prospectus
(or any amendment or supplement thereto); (iii) there shall not have been,
subsequent to the respective dates as of which information is given in the
Registration Statement and the Prospectus (or any amendment or supplement to
either of them), except as may otherwise be stated in the Registration Statement
and Prospectus (or any amendment or supplement to either of them), any material
adverse change (other than as a result of changes in market conditions generally
or the market for municipal securities generally) in the condition (financial or
other), assets or results of operations of the Trust; (iv) the Trust shall not
have any liabilities or obligations, direct or contingent (whether or not in the
ordinary course of business), that are material to the Trust, other than those
reflected in or contemplated by the Registration Statement or the Prospectus (or
any amendment or supplement to either of them); and (v) all the representations
and warranties of the Trust and the Advisers contained in this Agreement that
are qualified by a materiality standard shall be true and correct, and all
representations and warranties of the Trust and the Advisers contained in this
Agreement that are not so qualified shall be true and correct in all material
respects, on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date, and you shall have received a certificate of
the Trust and the Advisers, dated the Closing Date and signed by the chief
executive officer and the chief financial officer of each of the Trust and the
Advisers (or such other officers as are reasonably acceptable to you), to the
effect set forth in this Section 9(g) and in Section 9(h) hereof.

           (h) Neither the Trust nor either of the Advisers shall have failed at
or prior to the Closing Date to have performed or complied in all material
respects with any of its agreements herein contained and required to be
performed or complied with by it hereunder at or prior to the Closing Date.

           (i) The Shares have been duly authorized for listing, subject to
official notice of issuance, on the NYSE.

           (j) The Trust and the Advisers shall have furnished or caused to be
furnished to you such further certificates and documents as you shall have
reasonably requested.

           All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to you and your counsel.


                                      -22-

<PAGE>

           Any certificate or document signed by any officer of the Trust or the
Advisers and delivered to you, or to your counsel, shall be deemed a
representation and warranty by the Trust or the Advisers, as applicable, to each
Underwriter as to the statements made therein.

           10. Expenses. The Trust agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the 1940 Act
Notification, the Prospectus and each amendment or supplement to any of them
(including, without limitation, the filing fees prescribed by the 1933 Act, the
1940 Act and the Rules and Regulations); (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, each Prepricing
Prospectus, the Prospectus, any sales material and all amendments or supplements
to any of them as may be reasonably requested for use in connection with the
offering and sale of the Shares; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, including
any stamp taxes in connection with the original issuance and sale of the Shares;
(iv) the reproduction and delivery of this Agreement, any dealer agreements and
all other agreements or documents reproduced and delivered in connection with
the offering of the Shares; (v) the registration of the Shares under the
Exchange Act and the listing of the Shares on the NYSE; (vi) the registration or
qualification of the Shares for offer and sale under the securities or blue sky
laws of the several states as provided in Section 5(g) hereof (including the
reasonable fees, expenses and disbursements of counsel for the Underwriters
relating to the preparation, printing or reproduction, and delivery of the
preliminary and supplemental blue sky memoranda and such registration and
qualification, which fees, expenses and disbursements shall not exceed $5,000);
(vii) the filing fees and the fees and expenses of counsel for the Underwriters
in connection with any filings required to be made with the NASD (which fees and
expenses of counsel for the Underwriters (exclusive of filing fees) shall not
exceed $15,000); (viii) the transportation and other expenses incurred by or on
behalf of Trust representatives in connection with presentations to prospective
purchasers of the Shares; and (ix) the fees and expenses of the Trust's
accountants and the fees and expenses of counsel (including local and special
counsel) for the Trust.

           11. Effective Date of Agreement. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the registration statement or a post-effective amendment thereto to be
declared effective before the offering of the Shares may commence, when the
registration statement or such post-effective amendment has become effective.
Until such time as this Agreement shall have become effective, it may be
terminated by the Trust, by notifying you, or by you, as Representatives of the
several Underwriters, by notifying the Trust.

           If any one or more of the Underwriters shall fail or refuse to
purchase Firm Shares which it or they are obligated to purchase hereunder on the
Closing Date, and the aggregate number of Firm Shares which such defaulting
Underwriter or Underwriters are obligated but fail or refuse to purchase is not
more than one-tenth of the aggregate number of Firm Shares which the
Underwriters are obligated to purchase on the Closing Date, each non-defaulting
Underwriter shall be obligated, severally, in the proportion which the aggregate
number of Firm Shares set forth opposite its name in Schedule I hereto bears to
the aggregate number of Firm Shares set



                                      -23-

<PAGE>

forth opposite the names of all non-defaulting Underwriters or in such other
proportion as you may specify, to purchase the Shares which such defaulting
Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If
any one or more of the Underwriters shall fail or refuse to purchase Firm Shares
which it or they are obligated to purchase on the Closing Date and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares which the Underwriters are
obligated to purchase on the Closing Date and arrangements satisfactory to you
and the Trust for the purchase of such Firm Shares by one or more non-defaulting
Underwriters or other party or parties approved by you and the Trust are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter, the Trust or the
Advisers. In any such case which does not result in termination of this
Agreement, either you or the Trust shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
such default of any such Underwriter under this Agreement. The term
"Underwriter" as used in this Agreement includes, for all purposes of this
Agreement, any party not listed in Schedule I hereto who, with your approval and
the approval of the Trust, purchases Firm Shares which a defaulting Underwriter
agreed, but failed or refused, to purchase.

           Any notice under this Section 11 may be given by telegram, telecopy
or telephone but shall be subsequently confirmed by letter.

           12. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of the
Underwriters to the Trust or the Advisers, by notice given to the Trust or the
Advisers prior to delivery of and payment for the Firm Shares and any Additional
Shares, as the case may be, if at any time prior to such time (i) trading in the
Trust's Common Shares shall have been suspended by the Commission or the
American Stock Exchange or trading in securities generally on the NYSE or the
American Stock Exchange shall have been suspended or limited or minimum prices
for trading in securities generally shall have been established on either of
such Exchanges, (ii) a commercial banking moratorium shall have been declared by
either federal or New York state authorities, or (iii) there shall have occurred
any outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis the effect of which on
financial markets in the United States is such as to make it, in your sole
judgment, impracticable or inadvisable to proceed with the offering or delivery
of the Shares as contemplated by the Prospectus (exclusive of any supplement
thereto). Notice of such termination may be given to the Trust or the Advisers
by telegram, telecopy or telephone and shall be subsequently confirmed by
letter.

           13. Information Furnished by the Underwriters. The statements set
forth in the [last paragraph on the cover page, and the statements in the first
paragraph and the table immediately thereafter, the third paragraph, the first
and third sentences of the ninth paragraph, the first and fifth sentences of the
tenth paragraph and the last paragraph] under the caption "Underwriting" in any
Prepricing Prospectus and in the Prospectus, constitute the only information
furnished by or on behalf of the Underwriters through you as such information is
referred to in Sections 6(b) and 8 hereof.



                                      -24-

<PAGE>

           14. Miscellaneous. Except as otherwise provided in Sections 5, 11 and
12 hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Trust or the Advisers, at the
office of BlackRock Financial Management, Inc. at 40 East 52nd Street, New York,
New York 10022, Attention: [Ralph L. Schlosstein]; or (ii) if to you, as
Representatives of the several Underwriters, to Salomon Smith Barney Inc., 388
Greenwich Street, New York, New York 10013, Attention: Manager, Investment
Banking Division.

           This Agreement has been and is made solely for the benefit of the
several Underwriters, the Trust, the Advisers, their directors, trustees and
officers, and the other controlling persons referred to in Section 8 hereof and
their respective successors and assigns, to the extent provided herein, and no
other person shall acquire or have any right under or by virtue of this
Agreement. Neither the term "successor" nor the term "successors and assigns" as
used in this Agreement shall include a purchaser from any Underwriter of any of
the Shares in his status as such purchaser.

           15. Applicable Law; Counterparts. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

           This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.



                                      -25-
<PAGE>



           Please confirm that the foregoing correctly sets forth the agreement
among the Trust, the Advisers and the several Underwriters.


                                    Very truly yours,

                                    BLACKROCK INSURED MUNICIPAL INCOME TRUST


                                    By:
                                       ----------------------------
                                       Name:
                                       Title:


                                    BLACKROCK ADVISORS, INC.


                                    By:
                                       ----------------------------
                                       Name:
                                       Title:


                                    BLACKROCK FINANCIAL MANAGEMENT, INC.


                                    By:
                                       ----------------------------
                                       Name:
                                       Title:





                                      -26-
<PAGE>



Confirmed as of the date first above mentioned on behalf of themselves and the
other several Underwriters named in Schedule I hereto.

SALOMON SMITH BARNEY INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
WACHOVIA SECURITIES, INC.
FAHNESTOCK & CO. INC.
JANNEY MONTGOMERY SCOTT LLC
J.J.B. HILLIARD, W.L. LYONS, INC.
LEGG MASON WOOD WALKER, INCORPORATED
QUICK & REILLY, INC. A FLEETBOSTON FINANCIAL COMPANY
RYAN, BECK & CO., LLC
TD WATERHOUSE INVESTOR SERVICES, INC.
As Representatives of the Several Underwriters

By:      SALOMON SMITH BARNEY INC.



By:
   ----------------------------
   Name:
   Title:



                                      -27-
<PAGE>




                                   SCHEDULE I


                    BLACKROCK INSURED MUNICIPAL INCOME TRUST


                                                                     Number of
                               Underwriter                         Common Shares
                               -----------                         -------------
Salomon Smith Barney Inc........................................       [   ]
[                   ]                                                  [   ]



















Total.........................................................          [   ]


                                      -28-
<PAGE>



                                    EXHIBIT A

           FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP


                                      -29-


</TEXT>
</DOCUMENT>
