Confidential and Proprietary
Not for Reproduction or Re-Distribution
CUSTODIAN SERVICES AGREEMENT
----------------------------
THIS AGREEMENT is made as of , _____ by and between PFPC TRUST
COMPANY, a limited purpose trust company incorporated under the laws of
Delaware ("PFPC Trust"), and BLACKROCK ▇▇▇▇▇ CAPITAL CORPORATION, a Delaware
corporation (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services provided for herein, and PFPC Trust wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As used in this Agreement:
(a) "Authorized Person" means any officer of the Fund and any
other person authorized by the Fund to give Oral
Instructions or Written Instructions on behalf of the Fund.
An Authorized Person's scope of authority may be limited by
setting forth such limitation in a written document signed
by both parties hereto.
(b) "Book-Entry System" means the Federal Reserve Treasury
book-entry system for United States and federal agency
securities, its successor or successors, and its nominee or
nominees and any book-entry system registered with the
Securities and Exchange Commission under the Securities
Exchange Act of 1934.
(c) "Oral Instructions" mean oral instructions received by PFPC
Trust from an Authorized Person or from a person reasonably
believed by PFPC Trust to be an Authorized Person. PFPC
Trust may, in its sole discretion in each separate instance,
consider and rely upon instructions it receives from an
Authorized Person via electronic mail as Oral Instructions.
(d) "Shares" mean the shares of beneficial interest of any
series or class of the Fund.
(e) "Property" means:
(i) any and all securities and other investment items
which the Fund may from time to time deposit, or
cause to be deposited, with PFPC Trust or which
PFPC Trust may from time to time hold for the Fund;
(ii) all income in respect of any of such securities or
other investment items;
(iii) all proceeds of the sale of any of such securities
or investment items; and
(iv) all proceeds of the sale of Shares issued by the
Fund, which are received by PFPC Trust from time to
time, from or on behalf of the Fund.
(f) "Written Instructions" means (i) written instructions signed
by an Authorized Person (or a person reasonably believed by
PFPC Trust to be an Authorized Person) and received by PFPC
Trust or (ii) trade instructions transmitted (and received
by PFPC Trust) by means of an electronic transaction
reporting system access to which requires use of a password
or other authorized identifier
(g) "1940 Act" means the Investment Company Act of 1940, as
amended.
2. Appointment. The Fund hereby appoints PFPC Trust to provide custodian
services in accordance with the terms set forth in this Agreement.
PFPC Trust accepts such appointment and agrees to furnish such
services.
3. Compliance with Rules and Regulations.
PFPC Trust will comply with the requirements of any laws, rules and
regulations of governmental authorities that are applicable to the
duties to be performed by PFPC Trust under this Agreement. Except as
specifically set forth in this Agreement, PFPC Trust assumes no
responsibility for compliance by the Fund with any laws, rules and
regulations.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC Trust
shall act only upon Oral Instructions or Written
Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral
Instruction or Written Instruction it receives from an
Authorized Person (or from a person reasonably believed by
PFPC Trust to be an Authorized Person) pursuant to this
Agreement. PFPC Trust may assume that any Oral Instructions
or Written Instructions received hereunder are not in any
way inconsistent with the provisions of organizational
documents of the Fund or of any vote, resolution or
proceeding of the Fund's board of directors or shareholders,
unless and until PFPC Trust receives Written Instructions to
the contrary.
(c) The Fund agrees to forward to PFPC Trust Written
Instructions confirming Oral Instructions so that PFPC Trust
receives the Written Instructions by the close of business
on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not
received by PFPC Trust or differ from the Oral Instructions
shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions or PFPC Trust's ability to rely upon such Oral
Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC Trust is in doubt as to any
action it should or should not take, PFPC Trust may request
directions or advice, by way of Oral Instructions or Written
Instructions.
(b) Advice of Counsel. If PFPC Trust shall be in doubt as to any
question of law pertaining to any action it should or should
not take, PFPC Trust may request advice from counsel of its
own choosing (who may be counsel for the Fund, the Fund's
sponsor or adviser or PFPC Trust, at the option of PFPC
Trust).
(c) Conflicting Advice. In the event of a conflict between Oral
Instructions or Written Instructions and the advice PFPC
Trust receives from counsel, PFPC Trust may rely upon and
follow the advice of counsel.
(d) Protection of PFPC Trust. PFPC Trust shall be indemnified by
the Fund and without liability for any action PFPC Trust
takes or does not take in reliance upon Oral Instructions or
Written Instructions PFPC Trust receives from or on behalf
of the Fund or advice from counsel and which PFPC Trust
believes, in good faith, to be consistent with those Oral
Instructions or Written Instructions or that advice. Nothing
in this section shall be construed so as to impose an
obligation upon PFPC Trust (i) to seek such advice or Oral
Instructions or Written Instructions, or (ii) to act in
accordance with such advice or Oral Instructions or Written
Instructions. Nothing in this subsection shall excuse PFPC
Trust from liability for its acts or omissions in carrying
out such Oral Instructions or Written Instructions to the
extent such acts or omissions constitute willful
misfeasance, bad faith, negligence or reckless disregard by
PFPC Trust of any duties, obligations or responsibilities
set forth in this Agreement.
6. Records; Visits. The books and records pertaining to the Fund, which
are in the possession or under the control of PFPC Trust, shall be
the property of the Fund. PFPC Trust may house such books and records
in a third party storage facility. The Fund and Authorized Persons,
and such other persons the Fund by means of Written Instructions
reasonably authorizes (including but not limited to the Fund's
independent accountants), shall have access to such books and records
at all times during PFPC Trust's normal business hours; provided that
the Fund shall not authorize access by any individuals employed by
PFPC Trust's direct competitors. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by PFPC
Trust to the Fund, an Authorized Person, or such other person, at the
Fund's expense.
7. Confidentiality. Each party shall keep confidential any information
it receives hereunder relating to the other party's business
("Confidential Information"). Confidential Information shall include
(a) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finances,
operations, customer relationships, customer profiles and
information, customer lists, sales estimates, business plans, and
internal performance results relating to the past, present or future
business activities of the Fund or PFPC Trust; (b) any scientific or
technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense
that its confidentiality affords the Fund or PFPC Trust a competitive
advantage over its competitors; (c) all confidential or proprietary
concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality
obligations if it: (a) is already known to the receiving party at the
time it is obtained; (b) is or becomes publicly known or available
through no wrongful act of the receiving party; (c) is rightfully
received from a third party who, to the best of the receiving party's
knowledge, is not under a duty of confidentiality; (d) is released by
the protected party to a third party without restriction; (e) is
requested or required to be disclosed by the receiving party pursuant
to a court order, subpoena, governmental or regulatory agency request
or law (provided the receiving party will provide the other party
written notice of the same, to the extent such notice is permitted);
(f) is relevant to the defense of any claim or cause of action
asserted against the receiving party; (g) is necessary or desirable
for PFPC Trust to release such information in connection with the
provision of services under this Agreement; or (h) has been or is
independently developed or obtained by the receiving party.
8. Cooperation with Accountants. PFPC Trust shall cooperate with the
Fund's independent public accountants and shall take all reasonable
action to make any requested information available to such
accountants as reasonably requested by the Fund.
9. PFPC System. PFPC Trust shall retain title to and ownership of any
and all data bases, computer programs, screen formats, report
formats, interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts,
expertise, patents, copyrights, trade secrets, and other related
legal rights utilized by PFPC Trust in connection with the services
provided by PFPC Trust to the Fund.
10. Disaster Recovery. PFPC Trust shall enter into and shall maintain in
effect with appropriate parties one or more agreements making
reasonable provisions for emergency use of electronic data processing
equipment to the extent appropriate equipment is available. In the
event of equipment failures, PFPC Trust shall, at no additional
expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC Trust shall have no liability with respect to the
loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC Trust's own
willful misfeasance, bad faith, negligence or reckless disregard of
its duties or obligations under this Agreement. 11. Compensation.
(a) As compensation for custody services that are rendered by
PFPC Trust during the term of this Agreement, the Fund will
pay to PFPC Trust a fee or fees as may be agreed to in
writing by the Fund and PFPC Trust. The Fund acknowledges
that PFPC Trust may receive float benefits in connection
with maintaining certain accounts required to provide
services under this Agreement.
(b) The undersigned hereby represents and warrants to PFPC Trust
that (i) the terms of this Agreement, (ii) the fees and
expenses associated with this Agreement, and (iii) any
benefits accruing to PFPC Trust or to the adviser or sponsor
to the Fund in connection with this Agreement, including but
not limited to any fee waivers, conversion cost
reimbursements, up front payments, signing payments or
periodic payments made or to be made by PFPC Trust to such
adviser or sponsor or any affiliate of the Fund relating to
this Agreement have been fully disclosed to the board of
directors of the Fund and that, if required by applicable
law, such board of directors has approved or will approve
the terms of this Agreement, any such fees and expenses, and
any such benefits.
12. Indemnification. The Fund agrees to indemnify, defend and hold
harmless PFPC Trust and its affiliates (other than the Fund,
BlackRock ▇▇▇▇▇ Capital Advisors LLC and BlackRock, Inc. and its
subsidiaries, to the extent any of the foregoing may be deemed to be
affiliates of PFPC Trust) including their respective officers,
directors, agents and employees (each, a "PFPC Trust Indemnified
Party") from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, reasonable attorneys'
fees and disbursements and liabilities arising under applicable
securities laws and any state and foreign securities and blue sky
laws) (collectively, "Losses") arising directly or indirectly from
any action or omission to act which PFPC Trust takes or omits to take
in connection with the provision of services to the Fund hereunder.
No PFPC Trust Indemnified Party shall be indemnified against any
Losses caused by PFPC Trust's or such PFPC Trust Indemnified Party's
own willful misfeasance, bad faith, negligence or reckless disregard
in the performance of PFPC Trust's duties under this Agreement. The
provisions of this Section 12 shall survive termination of this
Agreement.
13. Responsibility of PFPC Trust.
(a) PFPC Trust shall be under no duty hereunder to take any
action on behalf of the Fund except as specifically set
forth herein or as may be specifically agreed to by PFPC
Trust and the Fund in a written amendment hereto. In
particular but without limiting the generality of the
foregoing, PFPC Trust shall have no responsibility or
obligation under Section 14 of this Agreement with respect
to any loan documentation or with respect to any loan made
or purchased by the Fund unless specific language in Section
14 of this Agreement states with specificity that a
particular provision of Section 14 of this Agreement relates
to loan documentation or to loans made or purchased by the
Fund. In no event will PFPC Trust have any duty to review or
examine any loan documentation received by it hereunder, nor
in any event will PFPC Trust have any responsibility for the
content or sufficiency of any such loan documentation. PFPC
Trust shall be obligated to exercise care and diligence in
the performance of its duties hereunder and to act in good
faith in performing services provided for under this
Agreement. PFPC Trust shall be liable only for any Losses
suffered by the Fund arising out of PFPC Trust's performance
of or failure to perform its duties under this Agreement and
only to the extent such Losses arise out of PFPC Trust's
willful misfeasance, bad faith, negligence or reckless
disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary,
(i) PFPC Trust shall not be liable for losses, delays,
failure, errors, interruption or loss of data occurring
directly or indirectly by reason of circumstances beyond its
reasonable control, including without limitation acts of
God; action or inaction of civil or military authority;
public enemy; war; terrorism; riot; fire; flood; sabotage;
epidemics; labor disputes; civil commotion; interruption,
loss or malfunction of utilities, transportation, computer
or communications capabilities; insurrection; elements of
nature; or non-performance by a third party (other than
employees, officers or affiliates of PFPC Trust (other than
the Fund, BlackRock ▇▇▇▇▇ Capital Advisors LLC and
BlackRock, Inc. and its subsidiaries, to the extent any of
the foregoing may be deemed to be affiliates of PFPC
Trust)); and (ii) PFPC Trust shall not be under any duty or
obligation to inquire into and shall not be liable for the
validity or invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, of any
instruction, direction, notice, instrument or other
information which PFPC Trust reasonably believes to be
genuine. Notwithstanding the foregoing, PFPC Trust shall use
commercially reasonable efforts to mitigate the effect of
events enumerated in clause (i) of the preceding sentence,
although such efforts shall not impute any liability to PFPC
Trust.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC Trust nor its affiliates (not including the
Fund, BlackRock ▇▇▇▇▇ Capital Advisors LLC and BlackRock,
Inc. and its subsidiaries, to the extent any of the
foregoing may be deemed to be affiliates of PFPC Trust)
shall be liable for any consequential, special or indirect
losses or damages, whether or not the likelihood of such
losses or damages was known by PFPC Trust or its affiliates.
(d) Each party shall have a duty to mitigate damages for which
the other party may become responsible.
(e) Notwithstanding anything in this Agreement to the contrary
(other than as specifically provided in Section
14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this
Agreement), the Fund shall be responsible for all filings,
tax returns and reports on any transactions undertaken or
amounts received pursuant to this Agreement, or in respect
of the Property or any collections undertaken pursuant to
this Agreement, which may be requested by any relevant
authority. In addition, the Fund shall be responsible for
the payment of all taxes and similar items (including
without limitation penalties and interest related thereto).
(f) The provisions of this Section 13 shall survive termination
of this Agreement.
14. Description of Services.
(a) Delivery of the Property. The Fund will deliver or arrange
for delivery to PFPC Trust, all the Property owned by the
Fund, including cash received as a result of the issuance of
Shares, during the term of this Agreement. In addition, the
Fund will deliver or arrange for delivery to PFPC Trust loan
documentation relating to loans made or purchased by the
Fund. PFPC Trust will safekeep loan documentation received
by it hereunder and PFPC Trust will in accordance with Oral
Instructions or Written Instructions transfer, release or
dispose of loan documentation received by it hereunder, but
notwithstanding anything in this Agreement to the contrary
PFPC Trust will not otherwise have any responsibility with
respect to any loan documentation received by it hereunder.
PFPC Trust will not be responsible for any assets or loan
documentation until actual receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting upon
Written Instructions, shall open and maintain a separate
account for the Fund (the "Account") and shall maintain in
the Account all cash and other assets received from or for
the Fund. PFPC Trust will also in accordance with Oral
Instructions or Written Instructions reflect on its books
and records the loans made or purchased by the Fund
(provided PFPC Trust has been informed of such loans
pursuant to Oral Instructions or Written Instructions). PFPC
Trust shall make cash payments from or for the Account only
for:
(i) purchases of securities in the name of the Fund,
PFPC Trust, PFPC Trust's nominee or a sub-custodian
or nominee thereof as provided in sub-section (j)
and for which PFPC Trust has received a copy of the
broker's or dealer's confirmation or payee's
invoice, as appropriate;
(ii) loans made or purchased by the Fund, upon receipt
of Written Instructions;
(iii) purchase or redemption of Shares of the Fund
delivered to PFPC Trust;
(iv) payment of, subject to Written Instructions,
interest, taxes (provided that tax which PFPC Trust
considers is required to be deducted or withheld
"at source" will be governed by Section
14(h)(iii)(B) of this Agreement), and
administration, accounting, distribution, advisory,
management and other fees which are to be borne by
the Fund;
(v) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as agent
for the shareholders, of an amount equal to the
amount of dividends and distributions stated in the
Written Instructions to be distributed in cash by
the transfer agent to shareholders, or, in lieu of
paying the Fund's transfer agent, PFPC Trust may
arrange for the direct payment of cash dividends
and distributions to shareholders in accordance
with procedures mutually agreed upon from time to
time by and among the Fund, PFPC Trust and the
Fund's transfer agent;
(vi) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or
surrender of securities owned or subscribed to by
the Fund and held by or delivered to PFPC Trust;
(vii) payments of the amounts of dividends received with
respect to securities sold short;
(viii) payments to PFPC Trust for its services hereunder;
(ix) payments made to a sub-custodian; and
(x) other payments, upon Written Instructions.
PFPC Trust is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian
for the Account.
(c) Receipt of Securities; Subcustodians.
PFPC Trust shall hold all securities received by it for the
Account in a separate account that physically segregates
such securities from those of any other persons, firms or
corporations, except for securities held in a Book-Entry
System or through a sub-custodian or depository. All such
securities shall be held or disposed of only upon Written
Instructions or otherwise pursuant to the terms of this
Agreement. In addition, PFPC Trust will hold all loan
documentation received by it for the Fund in a separate
account that physically segregates such loan documentation
from that relating to any other persons, firms or
corporations. PFPC Trust shall have no power or authority to
assign, hypothecate, pledge or otherwise dispose of any
securities or other investments, except upon the express
terms of this Agreement or upon Written Instructions
authorizing the transaction. In no case may any member of
the Fund's board of directors, or any officer, employee or
agent of the Fund withdraw any securities.
At PFPC Trust's own expense and for its own convenience,
PFPC Trust may enter into sub-custodian agreements with
other banks or trust companies to perform duties with
respect to domestic assets and with respect to loan
documentation maintained within the U.S. Such bank or trust
company shall have aggregate capital, surplus and undivided
profits, according to its last published report, of at least
one million dollars ($1,000,000), if it is a subsidiary or
affiliate of PFPC Trust, or at least twenty million dollars
($20,000,000) if such bank or trust company is not a
subsidiary or affiliate of PFPC Trust. Any such arrangement
will not be entered into without prior written notice to the
Fund (or as otherwise provided in the 1940 Act).
In addition, PFPC Trust may enter into arrangements with
sub-custodians with respect to services regarding foreign
assets and with respect to services regarding loan
documentation maintained outside the U.S. Any such
arrangement will not be entered into without prior written
notice to the Fund (or as otherwise provided in the 1940
Act).
PFPC Trust shall remain responsible for the acts and
omissions of any sub-custodian chosen by PFPC Trust under
the terms of this sub-section (c) to the same extent that
PFPC Trust is responsible for its own acts and omissions
under this Agreement.
(d) Transactions Requiring Instructions. Upon receipt of Oral
Instructions or Written Instructions and not otherwise, PFPC
Trust shall:
(i) deliver any securities held for the Fund against
the receipt of payment for the sale of such
securities or otherwise in accordance with standard
market practice;
(ii) execute and deliver to such persons as may be
designated in such Oral Instructions or Written
Instructions, proxies, consents, authorizations,
and any other instruments whereby the authority of
the Fund as owner of any securities may be
exercised;
(iii) deliver any securities to the issuer thereof, or
its agent, when such securities are called,
redeemed, retired or otherwise become payable at
the option of the holder; provided that, in any
such case, the cash or other consideration is to be
delivered to PFPC Trust;
(iv) deliver any securities held for the Fund against
receipt of other securities or cash issued or paid
in connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the
exercise of any conversion privilege;
(v) deliver any securities held for the Fund to any
protective committee, reorganization committee or
other person in connection with the reorganization,
refinancing, merger, consolidation,
recapitalization or sale of assets of any
corporation, and receive and hold under the terms
of this Agreement such certificates of deposit,
interim receipts or other instruments or documents
as may be issued to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets of
the Fund and take such other steps as shall be
stated in said Oral Instructions or Written
Instructions to be for the purpose of effectuating
a duly authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Fund;
(vii) release securities belonging to the Fund to any
bank or trust company for the purpose of a pledge
or hypothecation to secure any loan incurred by the
Fund; provided, however, that securities shall be
released only upon payment to PFPC Trust of the
monies borrowed, except that in cases where
additional collateral is required to secure a
borrowing already made, subject to proper prior
authorization, further securities may be released
for that purpose; and repay such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the
note or notes evidencing the loan;
(viii) release and deliver securities owned by the Fund in
connection with any repurchase agreement entered
into by the Fund, but only on receipt of payment
therefor; and pay out monies of the Fund in
connection with such repurchase agreements, but
only upon the delivery of the securities;
(ix) release and deliver or exchange securities owned by
the Fund in connection with any conversion of such
securities, pursuant to their terms, into other
securities;
(x) release and deliver securities to a broker in
connection with the broker's custody of margin
collateral relating to futures and options
transactions;
(xi) release and deliver securities owned by the Fund
for the purpose of redeeming in kind Shares of the
Fund upon delivery thereof to PFPC Trust; and
(xii) release and deliver or exchange securities or other
assets (not including cash) owned by the Fund for
other purposes.
(e) Use of Book-Entry System or Other Depository. PFPC Trust
will deposit in Book-Entry Systems and other depositories
all securities belonging to the Fund eligible for deposit
therein and will utilize Book-Entry Systems and other
depositories to the extent possible in connection with
settlements of purchases and sales of securities by the
Fund, and deliveries and returns of securities loaned,
subject to repurchase agreements or used as collateral in
connection with borrowings. PFPC Trust shall continue to
perform such duties until it receives Written Instructions
or Oral Instructions authorizing contrary actions.
Notwithstanding anything in this Agreement to the contrary,
PFPC Trust's use of a Book-Entry System shall comply with
the requirements of Rule 17f-4 under the 1940 Act. PFPC
Trust shall administer a Book-Entry System or other
depository as follows:
(i) With respect to securities of the Fund which are
maintained in a Book-Entry System or another
depository, the records of PFPC Trust shall
identify by book-entry or otherwise those
securities as belonging to the Fund.
(ii) Assets of the Fund deposited in a Book-Entry System
or another depository will (to the extent
consistent with applicable law and standard
practice) at all times be segregated from any
assets and cash controlled by PFPC Trust in other
than a fiduciary or custodian capacity but may be
commingled with other assets held in such
capacities.
PFPC Trust will provide the Fund with such reports on its
own system of internal control as the Fund may reasonably
request from time to time. In addition, if permitted to do
so PFPC Trust will provide the Fund with copies of any
report obtained by PFPC Trust regarding the system of
internal accounting control of the Book-Entry System
promptly after receipt of such a report by PFPC Trust.
(f) Registration of Securities. All securities held for the Fund
which are issued or issuable only in bearer form, except
such securities maintained in the Book-Entry System or in
another depository, shall be held by PFPC Trust in bearer
form; all other securities maintained for the Fund may be
registered in the name of the Fund, PFPC Trust, a Book-Entry
System, another depository, a sub-custodian, or any duly
appointed nominee of the Fund, PFPC Trust, Book-Entry
System, depository or sub-custodian. The Fund reserves the
right to instruct PFPC Trust as to the method of
registration and safekeeping of the securities of the Fund.
The Fund agrees to furnish to PFPC Trust appropriate
instruments to enable PFPC Trust to maintain or deliver in
proper form for transfer, or to register in the name of its
nominee or in the name of the Book-Entry System or in the
name of another appropriate entity, any securities which it
may maintain for the Account. With respect to uncertificated
securities which are registered in the name of the Fund or a
nominee thereof (for clarity, such reference is not intended
to include loans made or purchased by the Fund), PFPC Trust
will reflect such securities on its records based upon the
holdings information provided to it by the issuer of such
securities, but notwithstanding anything in this Agreement
to the contrary PFPC Trust shall not be obligated to
safekeep such securities or to perform other duties with
respect to such securities other than to make payment for
the purchase of such securities upon receipt of Oral or
Written Instructions, accept in sale proceeds received by
PFPC Trust upon the sale of such securities of which PFPC
Trust is informed pursuant to Oral or Written Instructions,
and accept in other distributions received by PFPC Trust
with respect to such securities or reflect on its records
any reinvested distributions with respect to such securities
of which it is informed by the issuer of the securities.
(g) Voting and Other Action. Neither PFPC Trust nor its nominee
shall vote any of the securities held pursuant to this
Agreement by or for the account of the Fund, except in
accordance with Written Instructions. PFPC Trust, directly
or through the use of another entity, shall execute in blank
and promptly deliver all notices, proxies and proxy
soliciting materials received by PFPC Trust as custodian of
the Property to the registered holder of such securities. If
the registered holder is not the Fund, then Written
Instructions or Oral Instructions must designate the person
who owns such securities.
(h) Transactions Not Requiring Instructions. Notwithstanding
anything in this Agreement requiring instructions in order
to take a particular action, in the absence of a contrary
Written Instruction, PFPC Trust is authorized to take the
following actions without the need for instructions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of the
Fund, all income, dividends,
distributions, coupons, option premiums,
other payments and similar items, included
or to be included in the Property, and, in
addition, promptly advise the Fund of such
receipt and credit such income to the
Account;
(B) endorse and deposit for collection, in the
name of the Fund, checks, drafts, or other
orders for the payment of money;
(C) receive and hold for the account of the
Fund all securities received as a
distribution on the Fund's securities as a
result of a stock dividend, share split-up
or reorganization, recapitalization,
readjustment or other rearrangement or
distribution of rights or similar
securities issued with respect to any
securities belonging to the Fund and held
by PFPC Trust hereunder;
(D) present for payment and collect the amount
payable upon all securities which may
mature or be called, redeemed, retired or
otherwise become payable (on a mandatory
basis) on the date such securities become
payable; and
(E) take any action which may be necessary and
proper in connection with the collection
and receipt of such income and other
payments and the endorsement for
collection of checks, drafts, and other
negotiable instruments.
(ii) Miscellaneous Transactions.
(A) PFPC Trust is authorized to deliver or
cause to be delivered Property against
payment or other consideration or written
receipt therefor in the following cases:
(1) for examination by a broker or
dealer selling for the account of
the Fund in accordance with
street delivery custom;
(2) for the exchange of interim
receipts or temporary securities
for definitive securities; and
(3) for transfer of securities into
the name of the Fund or PFPC
Trust or a sub-custodian or a
nominee of one of the foregoing,
or for exchange of securities for
a different number of bonds,
certificates, or other evidence,
representing the same aggregate
face amount or number of units
bearing the same interest rate,
maturity date and call
provisions, if any; provided
that, in any such case, the new
securities are to be delivered to
PFPC Trust.
(B) PFPC Trust shall:
(1) pay all income items held by it
which call for payment upon
presentation, and hold the cash
received by it upon such payment
for the account of the Fund;
(2) collect interest and cash
dividends received, with notice
to the Fund, to the account of
the Fund;
(3) hold for the account of the Fund
all stock dividends, rights and
similar securities issued with
respect to any securities held by
PFPC Trust; and
(4) subject to receipt of such
documentation and information as
PFPC Trust may request, execute
as agent on behalf of the Fund
all necessary ownership
certificates required by a
national governmental taxing
authority or under the laws of
any U.S. state now or hereafter
in effect, inserting the Fund's
name on such certificate as the
owner of the securities covered
thereby, to the extent it may
lawfully do so.
(iii) Other Matters.
(A) subject to receipt of such documentation
and information as PFPC Trust may request,
PFPC Trust will, in such jurisdictions as
PFPC Trust may agree from time to time,
seek to reclaim or obtain a reduction with
respect to any withholdings or other taxes
relating to assets maintained hereunder
(provided that PFPC Trust will not be
liable for failure to obtain any
particular relief in a particular
jurisdiction); and
(B) PFPC Trust is authorized to deduct or
withhold any sum in respect of tax which
PFPC Trust considers is required to be
deducted or withheld "at source" by any
relevant law or practice.
(i) Segregated Accounts. PFPC Trust shall upon receipt of
Written Instructions or Oral Instructions establish and
maintain segregated accounts on its records for and on
behalf of the Fund. Such accounts may, among other things,
be used to transfer cash and other assets of the Fund.
(j) Purchases of Securities. PFPC Trust shall settle purchased
securities upon receipt of Oral Instructions or Written
Instructions that specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if applicable;
(ii) the number of shares or the principal amount
purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase; and
(vi) the name of the person from whom or the broker
through whom the purchase was made. PFPC Trust
shall upon receipt of securities purchased by or
for the Fund (or otherwise in accordance with
standard market practice) pay out of the monies
held for the account of the Fund the total amount
payable to the person from whom or the broker
through whom the purchase was made, provided that
the same conforms to the total amount payable as
set forth in such Oral Instructions or Written
Instructions.
(k) Sales of Securities. PFPC Trust shall settle sold securities
upon receipt of Oral Instructions or Written Instructions
that specify:
(i) the name of the issuer and the title of the
security, including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such
sale;
(vi) the name of the broker through whom or the person
to whom the sale was made; and
(vii) the location to which the security must be
delivered and delivery deadline, if any.
PFPC Trust shall deliver the securities upon receipt of the total
amount payable to the Fund upon such sale, provided that the total
amount payable is the same as was set forth in the Oral Instructions
or Written Instructions. Notwithstanding anything to the contrary in
this Agreement, PFPC Trust may accept payment in such form as is
consistent with standard market practice and may deliver assets and
arrange for payment in accordance with standard market practice. (l)
Reports; Proxy Materials.
(i) PFPC Trust shall furnish to the Fund the following
reports:
(A) such periodic and special reports as the
Fund may reasonably request;
(B) a monthly statement (1) summarizing the
transactions and entries for the account
of the Fund during such month (including
cash disbursements and including loans
made or purchased by the Fund (provided
PFPC Trust has been informed of such loan
transaction information pursuant to Oral
Instructions or Written Instructions)) and
(2) listing each portfolio security
belonging to the Fund (with the
corresponding security identification
number) held at the end of such month, the
loans reflected on PFPC Trust's books and
records as both made or purchased by the
Fund and held by the Fund at the end of
such month, and the cash balance of the
Fund held at the end of such month;
(C) the reports required to be furnished to
the Fund pursuant to Rule 17f-4 of the
1940 Act; and
(D) such other information as may be agreed
upon from time to time between the Fund
and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any
proxy statement, proxy material, notice of a call
or conversion or similar communication received by
it as custodian of the Property. PFPC Trust shall
be under no other obligation to inform the Fund as
to such actions or events. For clarification, upon
termination of this Agreement PFPC Trust shall have
no responsibility to transmit such material or to
inform the Fund or any other person of such actions
or events.
(m) Crediting of the Account. PFPC Trust may in its sole
discretion credit the Account with respect to income,
dividends, distributions, coupons, option premiums, other
payments or similar items prior to PFPC Trust's actual
receipt thereof, and in addition PFPC Trust may in its sole
discretion credit or debit the assets in the Account on a
contractual settlement date with respect to any sale,
exchange, purchase or other transaction applicable to the
Fund; provided that nothing in this Agreement or otherwise
shall require PFPC Trust to make any advances or to credit
any amounts until PFPC Trust's actual receipt thereof. If
PFPC Trust credits the Account with respect to (a) income,
dividends, distributions, coupons, option premiums, other
payments or similar items on a contractual payment date or
otherwise in advance of PFPC Trust's actual receipt of the
amount due, (b) the proceeds of any sale or other
disposition of assets on the contractual settlement date or
otherwise in advance of PFPC Trust's actual receipt of the
amount due or (c) provisional crediting of any amounts due,
and (i) PFPC Trust is subsequently unable to collect full
and final payment for the amounts so credited within a
reasonable time period using reasonable efforts or (ii)
pursuant to standard industry practice, law or regulation
PFPC Trust is required to repay to a third party such
amounts so credited, or if any Property has been incorrectly
credited, PFPC Trust shall have the absolute right in its
sole discretion without demand to reverse any such credit or
payment, to debit or deduct the amount of such credit or
payment from the Account, and to otherwise pursue recovery
of any such amounts so credited from the Fund. The Fund
hereby grants to PFPC Trust and to each sub-custodian
utilized by PFPC Trust in connection with providing services
to the Fund a first priority contractual possessory security
interest in and a right of setoff against the assets
maintained in the Account in the amount necessary to secure
the return and payment to PFPC Trust and to each such
sub-custodian of any advance or credit made by PFPC Trust
and/or by such sub-custodian (including charges related
thereto) to the Account. Notwithstanding anything in this
Agreement to the contrary, PFPC Trust shall be entitled to
assign any rights it has under this sub-section (m) to any
sub-custodian utilized by PFPC Trust in connection with
providing services to the Fund which sub-custodian makes any
credits or advances with respect to the Fund.
(n) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property (but
not the safekeeping thereof upon receipt by PFPC Trust)
shall be at the sole risk of the Fund. If payment is not
received by PFPC Trust within a reasonable time after proper
demands have been made by PFPC Trust, PFPC Trust shall
notify the Fund in writing, including copies of all demand
letters, any written responses and memoranda of all oral
responses thereto and shall await instructions from the
Fund. PFPC Trust shall not be obliged to take legal action
for collection unless and until reasonably indemnified to
its satisfaction. PFPC Trust shall also notify the Fund as
soon as reasonably practicable whenever income due on
securities is not collected in due course and shall provide
the Fund with periodic status reports of such income
collected after a reasonable time. Notwithstanding anything
in this Agreement to the contrary, PFPC Trust shall have no
duty to take any action (other than to transfer or release
loan documentation in accordance with Oral or Written
Instructions as set forth in Section 14(a) of this
Agreement) to collect any principal, interest or other
payments with respect to any loans made or purchased by the
Fund; rather, upon receipt of such payments (and upon
receipt of further documentation and clarification if
required by PFPC Trust), PFPC Trust's only duty will be to
post such payments to the Account and then to safekeep such
amounts as provided herein.
(o) Excess Cash Sweep. PFPC Trust will, consistent with
applicable law, sweep any net excess cash balances daily
into an investment vehicle or other instrument designated in
writing by the Fund, so long as the investment vehicle or
instrument is acceptable to PFPC Trust, subject to a fee,
paid to PFPC Trust for such service, to be agreed between
the parties. Such investment vehicle or instrument may be
offered by an affiliate of PFPC Trust or by a PFPC Trust
client and PFPC Trust may receive compensation therefrom.
(p) Foreign Exchange. PFPC Trust and/or sub-custodians may enter
into or arrange foreign exchange transactions (at such rates
as they may consider appropriate) in order to facilitate
transactions under this Agreement, and such entities and/or
their affiliates may receive compensation in connection with
such foreign exchange transactions. Any foreign exchange
transactions with affiliates of the Fund shall be subject to
the applicable requirements of the 1940 Act.
15. Duration and Termination. This Agreement shall continue until
terminated by the Fund or PFPC Trust on sixty (60) days' prior
written notice to the other party. In the event this Agreement is
terminated (pending appointment of a successor to PFPC Trust or vote
of the shareholders of the Fund to dissolve or to function without a
custodian of its cash, securities or other property), PFPC Trust
shall not deliver cash, securities, other property or loan
documentation to the Fund. It may deliver them to a bank or trust
company of PFPC Trust's choice, having aggregate capital, surplus and
undivided profits, as shown by its last published report, of not less
than twenty million dollars ($20,000,000), as a custodian for the
Fund to be held under terms similar to those of this Agreement. PFPC
Trust shall not be required to make any delivery or payment of assets
or loan documentation upon termination until full payment shall have
been made to PFPC Trust of all of its fees, compensation, costs and
expenses (including without limitation fees and expenses associated
with conversion to another service provider and other trailing
expenses incurred by PFPC Trust). PFPC Trust shall have a first
priority contractual possessory security interest in and shall have a
right of setoff against the Property and the loan documentation as
security for the payment of such fees, compensation, costs and
expenses.
16. Notices. Notices shall be addressed (a) if to PFPC Trust, at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇ (or such other address as PFPC Trust may
inform the Fund in writing); (b) if to the Fund, at c/o BlackRock
▇▇▇▇▇ Capital Advisors LLC, ▇/▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇; or (c) if to neither of the
foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the
other party. If notice is sent by confirming facsimile sending
device, it shall be deemed to have been given immediately. If notice
is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
18. Assignment. PFPC Trust may assign this Agreement to any majority
owned direct or indirect subsidiary of PFPC Trust or of The PNC
Financial Services Group, Inc. (other than BlackRock, Inc. and its
subsidiaries), provided that PFPC Trust gives the Fund 30 days' prior
written notice of such assignment.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
20. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties and
supersedes all prior agreements and understandings relating
to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if
any, with respect to delegated duties and compensation of
PFPC Trust.
(b) No Representations or Warranties. Except as expressly
provided in this Agreement, PFPC Trust hereby disclaims all
representations and warranties, express or implied, made to
the Fund or any other person, including, without limitation,
any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or
otherwise (irrespective of any course of dealing, custom or
usage of trade), of any services or any goods provided
incidental to services provided under this Agreement. PFPC
Trust disclaims any warranty of title or non-infringement
except as otherwise set forth in this Agreement.
(c) No Changes that Materially Affect Obligations.
Notwithstanding anything in this Agreement to the contrary,
the Fund agrees not to make any modifications to its
offering document or registration statement or adopt any
policies which would affect materially the obligations or
responsibilities of PFPC Trust hereunder without the prior
written approval of PFPC Trust, which approval shall not be
unreasonably withheld or delayed.
(d) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(e) Information. The Fund will provide such information and
documentation as PFPC Trust may reasonably request in
connection with services provided by PFPC Trust to the Fund.
(f) Governing Law. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(g) Partial Invalidity. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.
(h) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(i) Facsimile Signatures. The facsimile signature of any party
to this Agreement shall constitute the valid and binding
execution hereof by such party.
(j) Customer Identification Program Notice. To help the U.S.
government fight the funding of terrorism and money
laundering activities, U.S. Federal law requires each
financial institution to obtain, verify, and record certain
information that identifies each person who initially opens
an account with that financial institution on or after
October 1, 2003. Consistent with this requirement, PFPC
Trust will request (or already has requested) the Fund's
name, address and taxpayer identification number or other
government-issued identification number, and, if such party
is a natural person, that party's date of birth. PFPC Trust
may also ask (and may have already asked) for additional
identifying information, and PFPC Trust may take steps (and
may have already taken steps) to verify the authenticity and
accuracy of these data elements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC TRUST COMPANY
By:
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Title:
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BLACKROCK ▇▇▇▇▇ CAPITAL CORPORATION
By:
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Title:
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