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FORM N-4, ITEM 24(b)(8.38)
FORM OF BROKER-DEALER AGREEMENT
BETWEEN BLACKROCK INVESTMENTS, INC. & ONEAMERICA SECURITIES, INC.
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Broker-Dealer Name:______________________________________
BROKER-DEALER AGREEMENT
BlackRock Investments, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
We desire to enter into an Agreement with you for the sale of common shares of
beneficial interest or common shares of stock, as the case may be ("Shares") in
any closed-end investment company (each a "Closed-End Fund") or any investment
portfolio of an open-end investment company (excluding the investment portfolios
of (i) BlackRock Liquidity Funds, (ii) Xxxxxxx Xxxxx Funds for Institutions
Series, (iii) FDP Series, Inc. and (iv) Managed Account Series) (each an
"Open-End Fund" and, together with the Closed-End Funds, the "Funds")
distributed by BlackRock Investments, Inc. that are now or hereafter available
for sale to our customers. You are the principal underwriter (as such term is
defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of
the offering of Shares of the Funds and the agent for the continuous
distribution of such Shares pursuant to the terms of the Distribution Agreement
between you and each Fund.
As used herein, the term "Prospectus" shall mean the currently effective
prospectuses and, unless the context otherwise requires, related statement(s) of
additional information (the "Statement of Additional Information") incorporated
therein by reference, as the same are amended and supplemented from time to
time, of each of the respective Funds. As used herein unless otherwise
indicated, the term "Preliminary Prospectus" means any preliminary prospectus
and any preliminary Statement of Additional Information included at any time as
a part of the registration statement for any Fund prior to the effective date
thereof and that is authorized by you for use in connection with the offering of
Shares.
In consideration of the mutual covenants contained herein, it is hereby agreed
that our respective rights and obligations shall be as follows:
1. Customers of ours who purchase Shares are for all purposes our customers
and not customers of the Fund. We shall disclose to our customers that they
are transacting business with us only and not with you or the Funds and
that they shall look only to us and not to you or the Funds for resolution
of problems or discrepancies in their accounts. We shall be responsible for
opening, approving and monitoring customer accounts and for the review and
supervision of these accounts, all in accordance with all applicable
federal and state securities laws and the rules and regulations of
applicable regulatory agencies or authorities, such as the Securities and
Exchange Commission ("SEC") and the Financial Industry Regulatory Authority
(the "FINRA"), and specifically including, but not limited to, Rule
22c-1(a) under the 1940 Act. Other than as contemplated in this agreement
or the Prospectus, in no transaction involving Shares shall we have any
authority to act as agent for the Fund or for you.
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2. (a) All orders for the purchase of Investor A Shares of an Open-End Fund
during its initial offering period (the "Initial Offering Period") shall be
executed at the initial public offering price per share set forth in the
Prospectus of the Open-End Fund plus the applicable front-end sales load,
if any. All orders for the purchase of Investor A Shares of an Open-End
Fund during its continuous offering period (the "Continuous Offering
Period") shall be executed at the then current public offering price per
share (i.e., the net asset value per share ("NAV") for Investor A Shares
plus the applicable front-end sales load, if any) and all orders for the
redemption of Investor A Shares of an Open-End Fund deemed received by the
transfer agent before the close of regular trading on the New York Stock
Exchange ("NYSE") (currently 4 p.m. (Eastern time)) shall be executed at
the NAV calculated at the close of trading on that day for Investor A
Shares and the proceeds of such redemptions shall be reduced by any
applicable deferred sales charge as set forth in the Prospectus of such
Fund. Purchase orders deemed received after the close of trading will be
priced based on the next calculation of NAV.
All orders for the purchase of Investor B and Investor C Shares of an
Open-End Fund during its Initial Offering Period, if any such shares are
sold during the Initial Offering Period, shall be executed at the initial
public offering price per share set forth in the Prospectus.
All orders for the purchase of Investor B and Investor C Shares of an
Open-End Fund during its Continuous Offering Period shall be executed at
the then current public offering price per share (currently the NAV for
Investor B and Investor C Shares). All orders for redemption of Investor B
and Investor C Shares of an Open-End Fund deemed received by the transfer
agent before the close of regular trading on the NYSE (currently 4 p.m.
(Eastern time)) shall be executed at the applicable NAV calculated at the
close of trading on that day for Investor B and Investor C Shares and the
proceeds of such redemptions shall be reduced by any applicable deferred
sales charge as set forth in the Prospectus of such Fund. Purchase orders
deemed received after the close of trading will be priced based on the next
calculation of NAV.
(b) All orders for the purchase of Investor A Shares of a Closed-End Fund
during its Initial Offering Period shall be executed at the initial public
offering price per share set forth in the Prospectus of the Closed-End Fund
plus the applicable front-end sales load, if any. All orders for the
purchase of Investor A Shares of a Closed-End Fund during its Continuous
Offering Period shall be executed at the then current public offering price
per share (i.e., the NAV for Investor A Shares plus the applicable
front-end sales load, if any) and all requests for repurchase of Investor A
Shares of a Closed-End Fund shall be executed at the NAV for Investor A
Shares as determined on the pricing date for the repurchase offer and the
proceeds of such repurchases shall be reduced by (i) any deferred sales
charge applicable to such shares and/or (ii) expenses permitted by Rule
23c-3 under the 1940 Act for repurchase offers, in either case as set forth
in the Prospectus of the Fund or the applicable repurchase offer notice, as
the case may be.
All orders for the purchase of Investor B and Investor C Shares of a
Closed-End Fund during its Initial Offering Period, if any such shares are
sold during the Initial Offering Period, shall be executed at the initial
public offering price per share set forth in the Prospectus. All orders for
the purchase of Investor B and Investor C Shares of a Closed-End Fund
during its Continuous Offering Period shall be executed at the then current
public offering price per share (currently the NAV for Investor B and
Investor C Shares). All orders for repurchases of Investor B and Investor C
Shares of a Closed-End Fund shall be executed at the NAV for Investor B and
Investor C Shares as determined on the pricing date for the repurchase
offer
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and the proceeds of such repurchases shall be reduced by (i) any deferred
sales charge applicable to such shares and/or (ii) expenses permitted under
Rule 23c-3 under the 1940 Act for repurchase offers, in either case as set
forth in the Prospectus of the Fund or the applicable repurchase offer
notice, as the case may be.
(c) We expressly acknowledge and understand that Shares of any Closed-End
Fund will not be repurchased by either the respective Closed-End Fund
(other than through repurchase offers or tender offers from time to time,
if any) or you and that no secondary market for the Shares of any such
Closed-End Fund exists currently or is expected to develop. We also
expressly acknowledge and agree that, in the event your customer cancels
their order for such shares after confirmation, such shares may not be
repurchased, remarketed or otherwise disposed of by or through you. ANY
REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY A CLOSED-END
FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS THEN CURRENT PROSPECTUS OR
THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED.
(d) The minimum initial and subsequent purchase orders shall be as set
forth in the Prospectus of such Fund. Each Fund reserves the right to
reject any purchase order. Each Fund reserves the right, at its discretion
and without notice, to suspend the sale of Shares or withdraw entirely the
sale of its Shares.
3. In ordering Shares of any Fund, we shall rely solely and conclusively on the
representations contained in the Prospectus (or Preliminary Prospectus during
any Initial Offering Period) of such Fund. We agree that we shall not offer or
sell Shares of any Fund except in compliance with all applicable federal and
state securities laws and the rules and regulations of applicable regulatory
agencies or authorities and the Fund's Prospectus. In connection with offers to
sell and sales of Shares of each Fund, we agree to deliver or cause to be
delivered to each person to whom any such offer or sale is made, a copy of the
Prospectus (or Preliminary Prospectus during any Initial Offering Period) and,
upon request, the Statement of Additional Information (or preliminary Statement
of Additional Information during any Initial Offering Period) of the Fund
involved; and unless otherwise agreed, we shall promptly confirm in writing all
share transactions of our customers. In connection with repurchase offer for
Shares of Closed-End Funds, we agree to deliver or cause to be delivered to each
person to whom any such offer is made, a copy of the repurchase offer notice.
You agree to supply us with copies of the Prospectus (or Preliminary Prospectus
during any Initial Offering Period), Statement of Additional Information (or
preliminary Statement of Additional Information during any Initial Offering
Period), annual and interim reports, proxy solicitation materials, repurchase
offer notices and any such other information and materials relating to each Fund
in reasonable quantities upon request.
4. Each Fund has filed with the SEC a Registration Statement (the "Registration
Statement") on the SEC form applicable to the respective Fund. The date on which
the Registration Statement is declared effective by the SEC is referred to
herein as the "Effective Date". Prior to the Effective Date of the Registration
Statement with respect to a particular Fund, we expressly acknowledge and
understand that with respect to such Fund:
(a) Shares of such Fund may not be sold, nor may offers to buy be accepted, (i)
prior to the Effective Date of the Registration Statement or (ii) in any
state in which such offer or sale would be unlawful prior to registration
or qualification under the securities laws of such state.
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(b) The Fund's Preliminary Prospectus, together with any sales material
distributed for use in connection with the offering of Shares of such Fund,
does not constitute an offer to sell or the solicitation of an offer to buy
Shares of such Fund and is subject to completion and modification by the
definitive Prospectus.
(c) In the event that we transmit indications of interest to you for
accumulation prior to the Effective Date, we will be responsible for
confirming such indications of interest with our customers in writing
following the Effective Date. Indications of interest with respect to
Shares transmitted to you prior to the Effective Date are subject to
acceptance or rejection by you in your sole discretion and are conditioned
upon the occurrence of (i) the Effective Date and/or (ii) the registration
or qualification of the respective class of Shares in the respective state.
(d) Indications of interest with respect to Shares not cancelled by us prior to
or on the later of (i) the Effective Date and/or (ii) the registration or
qualification of the respective class of Shares in the respective state,
and accepted by you will be deemed by you to be orders for Shares.
(e) We agree that with respect to orders for Shares, we will transmit such
orders received during the Initial Offering Period to you within the time
period as specified in the preliminary Prospectus of the Fund involved (or
in the time period as extended by you in writing). We also agree to
transmit any customer order received during the Continuous Offering Period
to you prior to the time that the public offering price for such Fund is
next determined after our receipt of such order in order for it to be
processed at that day's NAV as set forth in the Fund's Prospectus, except
that, consistent with our internal procedures, applicable law and a Fund's
Prospectus, we may be authorized to receive orders on behalf of a Fund (and
to authorize others to do so), and the Fund will be deemed to have received
such orders when we (or those we authorize) receive the orders. Such orders
will be priced at a Fund's NAV next computed after they are received by us
(or our authorized persons). There is no assurance that a Fund will engage
in a continuous offering of Shares.
(f) We agree to transmit to our customers any repurchase offer notices received
from you within the time period as specified in the Prospectus and to use
our reasonable best efforts to transmit repurchase requests from our
customers to the Fund or its transfer agent by the applicable repurchase
request deadline.
5. All indications of interest and orders transmitted to you are subject to
the terms and conditions of the Fund's Prospectus (including, without
limitation, those provisions regarding the purchase, exchange and
redemption of Fund Shares and policies to deter market timing and other
inappropriate trading activity such as any redemption fees and any
limitations on exchanges) and this Agreement and are subject to acceptance
or rejection by you in your sole discretion. Your failure to reject any
purchase orders that might be deemed to be inappropriate shall not
constitute a waiver of your rights under this section.
6. We shall not make any representations concerning any Fund Shares other than
those contained in the Prospectus of the Fund involved, in repurchase offer
notices or in any promotional materials or sales literature furnished to us
by you or the Fund. We shall not furnish or cause to be furnished to any
person or display or publish any information or materials relating to any
Fund (including, without limitation, promotional materials and sales
literature, advertisements, press releases, announcements, repurchase offer
notices, statements, posters, signs or other similar materials), except
such information and materials as may be
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furnished to us by you or the Fund, and such other information and
materials as may be approved in writing by you.
7. In determining the amount of any sales commission payable to us hereunder,
you reserve the right to exclude any sales which you reasonably determine
are not made in accordance with the terms of the applicable Fund Prospectus
and the provisions of this Agreement. Unless at the time of transmitting an
order we advise you or the relevant transfer agent to the contrary, the
Shares ordered will be deemed to be the total holdings of the specified
investor.
8. (a) In accordance with the terms of the Prospectus of the Fund involved, a
reduced sales load may be available to customers that purchase Investor A
Shares of a Fund sold with a front-end sales load at the then current
public offering price per share applicable to the total of the (i) dollar
amount of Shares then being purchased plus (ii) an amount equal to the then
current NAV of certain Shares of such Fund (and any other Fund as may be
permitted by the applicable Prospectus) that are already beneficially owned
at the time of purchase by the customer on which a front-end sales load has
been directly or indirectly paid. Certain purchases of Investor A Shares
made by a customer and certain other persons (for example, a customer's
spouse and minor children) as set forth from time to time in the applicable
Fund Prospectus may be combined for purposes of qualifying for a reduced
front-end sales load, and other reduced sales loads may apply as described
in the applicable Fund Prospectus. Reduced front-end sales loads may be
modified or terminated at any time in the sole discretion of the Fund
involved.
(b) We acknowledge that certain classes of investors may be entitled to
purchase Investor A Shares of a Fund at NAV without a front-end sales load
as from time to time provided in the applicable Fund Prospectus.
(c) We agree to advise you promptly as to the amount of any and all sales of
Investor A Shares by us qualifying for a reduced front-end sales load or an
exemption from the front-end sales load.
(d) Exchanges (for example, the investment of the proceeds from the liquidation
of Investor A Shares of one Fund in the Investor A Shares of another Fund)
shall, where available, be made in accordance with the terms of each Fund
Prospectus. Exchange privileges may be modified or terminated at any time
in the sole discretion of the Fund(s) involved.
9. In accordance with the terms of the Prospectus of the Fund involved,
exemptions from the contingent deferred sales charge applicable to Investor
A, Investor B and Investor C Shares may be available to certain of our
customers under specified circumstances. We agree to advise you promptly as
to any such shares owned by our customers that qualify for such exemptions.
10. The procedures relating to orders and the handling thereof will be subject
to the terms of the Prospectus of the Fund involved and instructions
received by us from you or the Transfer Agent from time to time. No
conditional orders will be accepted. We agree that purchase orders placed
by us will be made only for the purpose of covering purchase orders already
received from our customers.
Our handling of orders for transactions of Fund shares shall also comply
with our firm's internal policies and procedures, which we believe to be
appropriate and sufficient with regard to the handling of Fund orders on a
timely basis and which we believe provide adequate controls and procedures
to ensure ongoing compliance with all applicable federal and state
securities laws and the rules,
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regulations of applicable regulatory agencies or authorities and the Fund's
prospectus.
We shall monitor all accounts held with us for inappropriate trading
activity such as market timing, excessive short-term trading and such other
activity described in the Fund's Prospectus as being inappropriate or
impermissible and shall inform you of any such activity that we identify.
Further, we shall place purchase orders from customers with the respective
Fund immediately and shall not withhold the placement of such orders so as
to profit ourselves; provided, however, that the foregoing shall not
prevent the purchase of Shares of any Fund by us for our own bona fide
investment. We agree that: (a) we shall not effect any transactions
(including, without limitation, any purchases, exchanges, redemptions or
repurchases) in any Fund Shares registered in the name of, or beneficially
owned by, any customer unless such customer has granted us full right,
power and authority to effect such transactions on his behalf, and (b) you,
each Fund, each transfer agent and your agents, employees and affiliates
shall not be liable for, and shall be fully indemnified and held harmless
by us from and against, any and all claims, demands, damages, liabilities
and expenses (including, without limitation, reasonable attorneys' fees)
which may be incurred by you or any of the foregoing persons entitled to
indemnification from us hereunder arising out of or in connection with the
execution of any transactions in Fund Shares registered in the name of, or
beneficially owned by, any customer in reliance upon any oral or written
instructions believed to be genuine and to have been given by or on behalf
of us. The indemnification agreement contained in this Paragraph 10 shall
survive the termination of this Agreement.
11. (a) We agree that payment for orders from us for the purchase of Investor A
Shares will be made in accordance with the terms of the Prospectus for the
applicable Fund. On or before the settlement date of each purchase order
for Investor A Shares of any Fund (including the settlement date for any
Shares sold during any Initial Offer Period), we shall either (i) remit to
an account designated by you with the transfer agent an amount equal to the
then current public offering price of the Investor A Shares of such Fund
being purchased less our sales commission, if any, with respect to such
purchase order as determined by you in accordance with the terms of the
applicable Fund Prospectus, or (ii) remit to an account designated by you
with the transfer agent an amount equal to the applicable public offering
price of the Investor A Shares of such Fund being purchased without
deduction for our sales commission, if any, with respect to such purchase
order as determined by you in accordance with the terms of the applicable
Fund Prospectus in which case our sales commission, if any, shall be
payable to us by you on at least a monthly basis. If payment for any
purchase order is not received in accordance with the terms of the
applicable Fund Prospectus, you reserve the right, without notice, to
cancel the sale and hold us responsible for any loss sustained as a result
thereof.
(b) If any Investor A Shares under the terms of this Agreement are sold with a
front-end sales load and are redeemed (in the case of an open-end Fund) or
repurchased (in the case of a Closed-End Fund) for the account of a Fund or
are submitted for redemption or repurchase within seven (7) business days
after confirmation of our purchase order for such Investor A Shares: (i) we
shall forthwith refund to you the full sales commission received by us on
the sale, and (ii) you shall forthwith pay to the Fund your portion of the
front-end sales load on the sale which had been retained by you, if any,
and shall also pay to the Fund the amount refunded by us.
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12. (a) We agree that payment for orders from us for the purchase of Investor B
and Investor C Shares will be made in accordance with the terms of the
Prospectus for the applicable Fund. On or before the settlement date of
each purchase order for Investor B or Investor C Shares of any Fund
(including the settlement date for any Shares sold during any Initial
Offering Period), we shall remit to an account designated by you with the
Transfer Agent an amount equal to the applicable public offering price
(currently the NAV) of the Investor B or Investor C Shares of such Fund
being purchased. Commissions on the sale of Investor B or Investor C Shares
shall be payable to us by you on at least a monthly basis at the rate(s)
set forth in the applicable Prospectus. If payment for any purchase order
is not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale and
hold us responsible for any loss sustained as a result thereof.
(b) If any Investor B or Investor C Shares under the terms of this Agreement
are sold and are redeemed (in the case of an open-end Fund) or repurchased
(in the case of a Closed-End Fund) for the account of a Fund or are
tendered for redemption or repurchase within seven (7) business days after
confirmation of our purchase order for such shares: (i) we shall forthwith
refund to you the full sales commission received by us on the sale, and
(ii) you shall forthwith pay to the Fund the deferred sales charge you
received in connection with the sale.
13. Certificates for Shares sold hereunder shall only be issued in accordance
with the terms of each Fund Prospectus upon our customers' specific request
and, upon such request, shall be promptly delivered to us by the Transfer
Agent unless other arrangements are made by you and us. However, in making
delivery of such share certificates, the Transfer Agent shall have adequate
time to clear any checks drawn for the payment of Fund Shares. We
acknowledge that the terms of a Fund's Prospectus may provide that
certificates for Shares shall not be issued under any circumstances.
14. We hereby represent and warrant that: (a) we are a corporation, partnership
or other entity duly organized and validly existing in good standing under
the laws of the jurisdiction in which we are organized; (b) the execution
and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly authorized by all necessary action and
all other authorizations and approvals (if any) required for our lawful
execution and delivery of this Agreement and our performance hereunder have
been obtained; (c) upon execution and delivery by us, and assuming due and
valid execution and delivery by you, this Agreement will constitute a valid
and binding agreement, enforceable against us in accordance with its terms;
and (d) we have not been previously indicted or convicted of any criminal
charges, including money laundering, and we are not the subject of any
criminal action of any nature or of any regulatory action relating to money
laundering.
15. We further represent and warrant that we are a member of the FINRA and the
Securities Investor Protection Corporation or its successor ("SIPC") and,
with respect to any sales in the United States, we agree to abide by all of
the rules and regulations of the FINRA, including, without limitation, its
Conduct Rules, and the SIPC. We agree to comply with all applicable federal
and state laws, rules and regulations including, without limitation, all
suitability requirements applicable to our customers' share transactions
and all requirements to provide specific disclosures to our customers,
including, but not limited to, any disclosures regarding fees or other
compensation paid to us or our affiliates by any Fund or its affiliates. We
agree to take full responsibility for the suitability and proper
supervision of mutual fund recommendations to our customers and to ensure
that,
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to the extent customers request to purchase a class of Shares in a Fund
different from what they already hold in the Fund, such customers are aware
of the advantages and disadvantages of selecting one class of shares over
other classes of shares and are aware of the available methods of mutual
fund financing. You agree to inform us, upon our request, as to the states
in which you believe the Shares of respective Funds have been qualified for
sale under, or are exempt from the requirements of, the respective
securities laws of such states, but you shall have no obligation or
responsibility to make Shares of any Fund available for sale to our
customers in any jurisdiction. We agree to notify you immediately in the
event of our expulsion or suspension from the FINRA or SIPC. Our expulsion
from the FINRA or SIPC will automatically terminate this Agreement
immediately without notice. Our suspension from the FINRA or SIPC will
terminate this Agreement effective immediately upon your written notice of
termination to us. We will, upon request, annually certify to compliance
with all applicable federal, state and self-regulatory organization
requirements. We agree to promptly advise you if we receive notice of any
of the following: (1) any investor complaint, litigation initiated or
threatened, or communication by a regulatory authority which relates to a
Fund or to a transaction in Shares by us; or (2) any notice of an
examination by any regulatory agency or self-regulatory organization that
may or has resulted in a material compliance deficiency; and we agree to
promptly provide you with such information and documentation thereon as you
may request.
16. The names and addresses and other information concerning our customers are
and shall remain our sole property, and neither you nor your affiliates
shall use such names, addresses or other information for any purpose except
in connection with the performance of your duties and responsibilities
hereunder and except for servicing and informational mailings relating to
the Funds. Notwithstanding the foregoing, this Paragraph 16 shall not
prohibit you or any of your affiliates from utilizing for any purpose the
names, addresses or other information concerning any of our customers if
such names, addresses or other information are obtained in any manner other
than from us pursuant to this Agreement. The provisions of this Paragraph
16 shall survive the termination of this Agreement.
17. We have policies and procedures in place in order to comply with our
obligations under the provisions of the International Money Laundering
Abatement Act, the USA PATRIOT Act, the Bank Secrecy Act ("BSA") and any
other anti-money laundering law, rule or regulation applicable to us as a
financial institution under the BSA, or otherwise, including without
limitation rules requiring us to implement a anti-money laundering program
and a customer identification program. Subject to legal restrictions, we
will, upon your request, promptly provide to you or the respective Fund
evidence of those policies and procedures and our compliance therewith
and/or evidence establishing the identities and sources of funds for each
purchase of Shares of the Funds. We agree to provide you with such
information as you may reasonably request, including but not limited to the
filling out of questionnaires, attestations and other documents, to enable
you to fulfill your obligations under the PATRIOT Act, and, upon your
request, to file a notice pursuant to Section 314 of the PATRIOT Act and
the implementing regulations related thereto to permit the voluntary
sharing of information between us. Upon filing such a notice we agree to
forward a copy to you, and further agree to comply with all requirements
under the PATRIOT Act and implementing regulations concerning the use,
disclosure, and security of any information that is shared. To the best of
our knowledge none of our customer(s): (i) is a country, territory,
individual entity or organization named on any "watch list" issued by the
Office of Foreign Assets Control ("OFAC"); or (ii) is on any similar list
issued by the government of any jurisdiction in which we are doing
business; or (iii) is otherwise publicly identified on any similar list of
sanctioned persons issued publicly or directly to us by a regulator or
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other government-affiliated bureau, agency or organization in any
jurisdiction in which we are doing business. We have established procedures
to identify customer(s) on such lists.
This is 22c-2 language and is out of place. The term "Shareholder" is used
as a defined term here and does not appear elsewhere in the document. This
is not handled at the BD level, as it would likely be flagged and
determined to be churning. I suggest deleting this section. 18. Neither
this Agreement nor the performance of the services of the respective
parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture
between you and us. Except in connection with the limited purpose of
receiving and transmitting instructions for the purchase, exchange or
redemption of Shares as described herein, neither party hereto shall be,
act as, or represent itself as, the agent or representative of the other,
nor shall either party have the right or authority to assume, create or
incur any liability or any obligation of any kind, express or implied,
against or in the name of, or on behalf of the other party. This Agreement
is not intended to, and shall not, create any rights against either party
hereto by any third party solely on account of this Agreement. Neither
party hereto shall use the name of the other party in any manner without
the other party's prior consent and except as required by any applicable
federal or state law, rule or regulation.
19. Except as otherwise specifically provided herein, all notices required or
permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
telex, telegram or similar means of same day delivery (with a confirming
copy by mail as provided herein). Unless otherwise notified in writing, all
notices to you shall be given or sent to you at your offices located at 00
Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 and all notices to us shall be given
or sent to us at our address shown below.
20. This Agreement shall become effective only when accepted and signed by you,
and may be terminated immediately, without prior notice, by either party.
This Agreement may be amended by you at any time upon written notice to us
(same issue here as in the Shareholder Service Agreement) and our placing
an order to purchase after notice of such amendment has been sent to us
shall constitute our agreement to such amendment. Any amendment or waiver
to this Agreement or any term thereof desired by us shall be executed in
writing and signed by both you and us. This Agreement is not assignable or
transferable without the prior written consent of the other party, except
that upon 30 days prior written notice to us, you may assign or transfer
this Agreement to any successor that becomes principal underwriter of the
Funds. This Agreement constitutes the entire agreement and understanding
between the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements with regard to the Funds between
the parties relating to said subject matter, including without limitation
any agreements between us or our affiliates and (i) State Street Research &
Management Company, its affiliates and/or the State Street Research mutual
funds or (ii) FAM Distributors, Inc. and/or the mutual funds advised by
Xxxxxxx Xxxxx Investment Managers or one of its affiliates.
21. You shall have full authority to take such action as you may deem advisable
in respect of all matters pertaining to the continuous offering of the
Shares. In no way shall the provisions of this Agreement limit the
authority of you or the Funds to take such lawful action as you or they may
deem appropriate or advisable in connection with all matters relating to
the operation of the Funds and the sale of the Shares. You shall be under
no liability to us or to our customers except for lack of good faith and
for obligations expressly assumed by you herein.
9
Nothing contained in this paragraph is intended to operate as, and the
provisions of this paragraph shall not in any way whatsoever constitute, a
waiver by us of compliance with any provision of the Securities Act of
1933, as amended, or of the rules and regulations of the SEC issued
thereunder.
10
22. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAWS.
Very truly yours,
____________________________________
Name of Broker-Dealer (please print or type)
____________________________________
CRD #
____________________________________
Address
____________________________________
City State Zip Code
By:_________________________________
Authorized Officer (please print or type)
____________________________________
Signature
___________________________________
Title
____________________________________
Date
Note: Please sign and return all copies of this Agreement to BLACKROCK
INVESTMENTS, INC. Upon acceptance, one countersigned copy will be returned to
you for your files.
Accepted: BLACKROCK INVESTMENTS, INC.
By: _____________________________________
Authorized Officer
____________________________________
Signature
________________________________
Title
______________ _________________
Date
11
