Exhibit 8(b)
AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
BlackRock Funds, a Massachusetts business trust (formerly known as The
PNC(R) Fund, the "Fund") and PFPC Inc., a Massachusetts corporation (formerly
known as Provident Financial Processing Corporation, "PFPC"), are parties to the
Transfer Agency Agreement between the Fund and PFPC dated October 4, 1989 (as
amended herein and as amended, supplemented or otherwise modified from time to
time, the "Agreement"). The Fund and PFPC wish to amend and restate the
Agreement in full as of February 10, 2004.
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services as more fully described herein.
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) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other person
duly 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.
(d) "CEA" means the Commodities Exchange Act, as amended.
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(e) "Oral Instructions" means oral instructions addressed to PFPC and received
by PFPC from an Authorized Person or from a person reasonably believed by
PFPC to be an Authorized Person. PFPC 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.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
(h) "Shares" means the shares of beneficial interest of any series or class of
the Fund.
(i) "Written Instructions" means (i) written instructions signed by an
Authorized Person (or a person reasonably believed by PFPC to be an
Authorized Person) and addressed to and received by PFPC or (ii) trade
instructions transmitted to and received by PFPC by means of an electronic
transaction reporting system which requires use of a password or other
authorized identifier in order to gain access. Written Instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Compliance with Laws. In performing its duties as described herein, PFPC will
(i) act in a manner not inconsistent with the Fund's most recent Prospectuses
and Statements of Additional Information and all amendments and supplements
thereto (as presently in effect and as from time to time amended and
supplemented) and resolutions of the Fund's Board of Trustees of which PFPC is
informed by the Fund and (ii) will comply with all applicable requirements of
the Securities Laws and of any other laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
PFPC hereunder.
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Except as specifically set forth herein, PFPC assumes no responsibility for
compliance by the Fund or any other entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
(b) PFPC shall be entitled to reasonably rely upon any Oral Instruction or
Written Instruction it receives pursuant to this Agreement.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral
Instructions so that PFPC 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 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's ability to rely upon such Oral Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should or
should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from or on behalf of the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take, PFPC may request
advice at its own cost from counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser or PFPC, at the option
of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives from or
on behalf of the Fund, and the advice it receives from counsel pursuant to
Section 5(b), PFPC may rely upon and follow the advice of counsel.
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(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without
liability for any action PFPC takes or does not take in reasonable
reliance upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of the Fund or from counsel
pursuant to paragraph (b) of this Section 5 and which PFPC believes, in
good faith, to be consistent with those directions or advice or Oral
Instructions or Written Instructions. Nothing in this Section 5 shall be
construed so as to impose an obligation upon PFPC to seek such directions
or advice or Oral Instructions or Written Instructions.
6. Books and Records. The books and records pertaining to the Fund, which are in
the possession or under the control of PFPC, shall be the properly of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. Such books and
records shall, to the extent practicable, be maintained separately for each
Portfolio of the Fund. The Fund, Authorized Persons and the Fund's authorized
representatives shall have access to such books and records at all times during
PFPC's normal business hours. Upon the reasonable request of the Fund, copies of
any such books and records shall be provided by PFPC to the Fund or to an
authorized representative of the Fund, at the Fund's expense.
7. Confidentiality.
(a) Each party shall keep confidential any information relating to the other
party's business ("Confidential Information") and neither party shall use
the other party's Confidential information for any purpose other than in
connection with the performance of this Agreement. Confidential
Information shall include:
(i) 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, customer
lists, sales estimates, business plans, and internal performance
results relating to the past, present or future business activities
of the Fund or PFPC;
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(ii) 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 a
competitive advantage over its competitors;
(iii) 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
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be subject to the
foregoing obligations set forth in this Section 7 if:
(i) it was already known to the receiving party at the time it was
obtained;
(ii) it is or becomes publicly known or available through no wrongful act
of the receiving Party;
(iii) it was rightfully received from a third party who, to the best of
the receiving party's knowledge, was not under a duty of
confidentiality;
(iv) it is released by the protected party to a third party without
restriction;
(v) it is required to be disclosed by the receiving party pursuant to a
requirement of a court order, subpoena, governmental or regulatory
agency or law (provided the receiving party will provide the other
party written notice of such requirement, to the extent such notice
is permitted);
(vi) release of such information by PFPC is necessary in connection with
the provision of services under this Agreement;
(vii) it is relevant to the defense of any claim or cause of action
asserted against the receiving party, or
(viii) it has been or is independently developed or obtained by the
receiving party.
8. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as reasonably required by the Fund from time to time.
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9. PFPC System. PFPC 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 in connection with the services
provided by PFPC to the Fund. Notwithstanding the foregoing, the parties
acknowledge that the Fund shall retain all ownership rights in Fund data which
resides on the PFPC System.
10. Disaster Recovery. PFPC 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 shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC 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's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. Compensation. As compensation for services rendered by PFPC during the term
of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to
in writing from time to time by the Fund and PFPC. The Fund acknowledges that
PFPC may receive float benefits and/or investment earnings in connection with
maintaining certain accounts required to provide services under this Agreement.
12. Indemnification.
(a) The Fund agrees to indemnify, defend and hold harmless PFPC and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly from any
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action or omission to act taken or omitted by or on behalf of PFPC in
connection with the provision of services to the Fund, provided that in
each case in which indemnification is sought PFPC has not acted contrary
to the standard of care set forth in Section 13(a) of this Agreement.
Neither PFPC, nor any of its affiliates, shall be indemnified against any
liability to the Fund or its shareholders (or any expenses incident to
such liability) arising out of PFPC's or its affiliates' own willful
misfeasance, bad faith, negligence or breach of this Agreement on its part
in the performance of its duties under this Agreement, provided that in
the absence of a finding to the contrary the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares shall be
presumed not to have been the result of PFPC's or its affiliates' own
willful misfeasance, bad faith, negligence or breach of this Agreement.
The obligations of each Portfolio under this Section 12(a) shall be the
several (and not joint or joint and several) obligation of each Portfolio.
(b) PFPC agrees to indemnify, defend and hold harmless the Fund and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorney's fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly out of PFPC's willful misfeasance, bad faith, negligence or
breach of this Agreement on its part in the performance of PFPC's duties
under this Agreement.
(c) The provisions of this Section 12 shall survive termination of this
Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed
to by PFPC in writing. PFPC shall be obligated to exercise reasonable care
and diligence in the performance of its
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duties hereunder and to act in good faith in performing services provided
for under this Agreement. PFPC shall not be liable for any loss suffered
by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith,
negligence or breach of this Agreement on PFPC's part in the performance
of its duties under this Agreement
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall
not be responsible or 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; (ii) PFPC shall
be responsible (pursuant to the standard of care set forth in Section
13(a) of this Agreement) for the accuracy of files containing monthly
statement information or other information (if any) that PFPC is required
to produce and provide electronically to the Fund pursuant to this
Agreement, but in no event shall PFPC be responsible or liable for the
accuracy or inaccuracy of any subsequent indexing and presentation by any
entity other than PFPC of such monthly statement information or other
information or for any subsequent data integrity errors in such monthly
statement information or other information; and (iii) subject to Section
13(a) of this Agreement, PFPC 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 or instrument believed by PFPC to be
genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither PFPC
nor its
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affiliates 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 or its affiliates.
(d) The provisions of this Section 13 shall survive termination of this
Agreement.
14. Description of Services.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate l2b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to complete
or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(vi) Countersign share certificates;
(vi) Prepare and mail to shareholders confirmation of activity;
(vii) Calculate front-end sales charges and deferred sales charges payable
in connection with the purchase of Series A Investor Class Shares
and Series B Investor Class Shares, respectively, and provide for
the payment of all such sales charges to or on behalf of the Fund's
distributor (unless otherwise instructed by the Fund or the Fund's
distributor);
(ix) Provide toll-free lines for direct shareholder use, plus customer
liaison staff for on-line inquiry response;
(x) Mail duplicate confirmations to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with PFPC;
(xi) Provide periodic shareholder lists and statistics to the Fund;
(xii) Provide detailed data for underwriter/broker confirmations in
accordance with such procedures as may be agreed between the Fund
and PFPC;
(xiii) Prepare periodic mailing of year-end tax and statement information;
(xiv) Notify on a timely basis the investment adviser, accounting agent,
and custodian of fund activity;
(xv) Perform other participating broker-dealer shareholder services as
agreed upon
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from time to time;
(xvi) Accept and post daily Share purchases and redemptions;
(xvii) Accept, post and perform shareholder transfers and exchanges;
(xviii) Issue and cancel certificates (when requested in writing by the
shareholder); and
(xix) Upon reasonable request, furnish monthly reports of transactions in
Fund Shares reflecting such information as agreed between the Fund
and PFPC from time to time.
(b) Purchase of Shares. PFPC shall issue and credit an account of an investor,
in the manner described in the Portfolio's prospectus, once it receives:
(i) A purchase order in completed proper form;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order to the
Portfolio's custodian.
(c) Redemption of Shares. PFPC shall process requests to redeem Shares as
follows:
(i) All requests to transfer or redeem Shares and payment therefor shall
be made in accordance with the Portfolio's prospectus, when the
shareholder tenders Shares in proper form, accompanied by such
documents as PFPC reasonably may deem necessary.
(ii) PFPC reserves the right to refuse to transfer or redeem Shares until
it is reasonably satisfied that the endorsement on the instructions
is valid and genuine and that the requested transfer or redemption
is legally authorized, and it shall incur no liability for the
reasonable refusal, in good faith, to process transfers or
redemptions which PFPC, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
(iii) When Shares are redeemed, PFPC shall deliver to the Portfolio's
custodian (the
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Custodian) and the Fund or its designee a notification setting forth
the number of Shares redeemed. Such redeemed Shares shall be
reflected on appropriate accounts maintained by PFPC reflecting
outstanding Shares of the Fund and Shares attributed to individual
accounts.
(iv) PFPC shall, upon receipt of the monies provided to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
established from time to time between PFPC and the Fund.
(v) When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and made
payable to the broker-dealer on behalf of its customer, unless
otherwise instructed in writing by the broker-dealer.
(vi) PFPC shall not process or effect any redemption requests with
respect to Shares after receipt by PFPC or its agent of notification
of the suspension of the determination of the net asset value of the
applicable Portfolio.
(d) Dividends and Distributions. Upon receipt of a resolution of the Fund's
Board of Trustees authorizing the declaration and payment of dividends and
distributions, PFPC shall issue dividends and distributions declared by
the Fund in Shares, or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Portfolio's prospectus. Such
issuance or payment, as well as payments upon redemption as described
above, shall be made after deduction and payment of the required amount of
funds to be withheld in accordance with any applicable tax laws or other
laws, rules or regulations. PFPC shall mail to the Fund's shareholders
such tax forms and other information, or permissible substitute notice,
relating to dividends and distributions paid by the Fund as are required
to be filed and mailed by applicable law, rule or regulation.
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PFPC shall prepare, maintain and file with the IRS and other appropriate
taxing authorities reports relating to all dividends above a stipulated
amount paid by the Fund to its shareholders as required by tax or other
law, rule of regulation.
(e) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for issuance of
Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for a shareholder's:
- Exchange of Shares for shares of another fund with which the
Fund has exchange privileges;
- Automatic redemption from an account where that shareholder
participates in an automatic redemption plan; and/or
- Redemption of Shares from an account with a checkwriting
privilege.
(f) Communications to Shareholders. (i) Upon timely Written Instructions, PFPC
shall mail communications by the Fund to its shareholders, including,
without limitation:
(A) Reports to shareholders;
(B) Confirmations of purchases and redemptions of Shares;
(C) Quarterly statements or (subject to the second sentence of sub-item
(ii) below) monthly statements;
(D) Dividend and distribution notices; and
(E) Tax form information.
(ii) Upon timely Written Instructions PFPC will, with respect only to
shareholder accounts that are maintained on PFPC's Order Entry Pass
institutional transfer agency system (but not its other transfer
agency systems) ("OEP System"), provide the Fund with monthly
statement information from the OEP System which information relates
to such shareholder accounts by the fifth business day of each month
in a mutually agreeable electronic format. PFPC will continue to
mail associated monthly statements to shareholders whose monthly
statement information is provided electronically to the Fund
pursuant to the preceding sentence, except that PFPC will not mail
such monthly statements to such shareholders if such shareholders
request via appropriate electronic means
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acceptable to the Fund and PFPC that PFPC suppress such mailings.
(iii) PFPC will answer such correspondence from shareholders, securities
brokers and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon
between PFPC and the Fund.
(g) Records. PFPC shall maintain records of the accounts for each shareholder
showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held and number and class of Shares for
which certificates, if any, have been issued, including certificate
numbers and denominations;
(iii) Historical information regarding the account of each shareholder,
including: (a) information relating to dividends and distributions
paid, (b) the date and price for all transactions relating to a
shareholder's account, and (c) information necessary to calculate,
in accordance with the Fund's registration statement, the
appropriate contingent deferred sales charge ("CDSC") payable with
respect to Series B Investor Class Shares;
(iv) Any stop or restraining order placed against a shareholder's
account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform any
calculations required by this Agreement.
With respect to shareholder accounts maintained on the OEP System, PFPC
shall maintain sub-accounts for each shareholder requesting such services
in connection with Shares held by such shareholder in separate accounts on
the OEP System. Each such sub-account shall contain the same information
as that described above for accounts.
(h) Lost or Stolen Certificates. PFPC shall place a stop notice against any
certificate reported to be lost or stolen and comply with all applicable
federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only
upon:
(i) The shareholder's pledge of a lost instrument bond or such other
appropriate indemnity bond issued by a surety company approved by
PFPC; and
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(ii) Completion of a release and indemnification agreement signed by the
shareholder to protect PFPC and its affiliates.
(i) Shareholder Inspection of Stock Records. PFPC will, upon request from a
Portfolio shareholder to inspect stock records, notify the Fund and the
Fund will issue instructions granting or denying each such request. Unless
PFPC has acted contrary to Fund instructions, the Fund agrees to and does
hereby release PFPC from any liability for reasonable refusal of
permission for a particular shareholder to inspect the Fund's stock
records.
(j) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
Written Instructions, PFPC shall cancel outstanding certificates
surrendered by the Fund to reduce the total amount of outstanding shares
by the number of shares surrendered by the Fund.
(k) Lost Shareholders. PFPC shall perform such services as are required in
order to comply with rule 17Ad-17 of the 1934 Act (the "Lost
Securityholder Rule"), including, but not limited to, those set forth
below. PFPC may, in its sole discretion, use the services of a third party
to perform some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply with the
Lost Securityholder Rule; and
(iv) preparation and submission of data required under the Lost
Securityholder Rule.
Except as set forth above, PFPC shall have no responsibility for any
escheatment services.
(l) Retirement Plans.
(i) In connection with the individual retirement accounts, simplified
employee pension plans, rollover individual retirement plans,
educational IRA's and XXXX individual retirement accounts ("XXX
Plans"), 403(b) Plans and money purchase and profit sharing plans
("Qualified Plans") (collectively, the "Retirement Plans") within
the meaning of Section 408 of the Internal Revenue Code of 1986, as
amended (the "Code") sponsored by the Fund for which contributions
of the
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Fund's shareholders (the "Participants") are invested solely in
Shares of the Fund, PFPC shall provide the following administrative
services:
(A) Establish a record of types and reasons for distributions
(i.e., attainment of age 59-1/2, disability, death, return of
excess contributions, etc.);
(B) Record method of distribution requested and/or made;
(C) Receive and process designation of beneficiary forms requests;
(D) Examine and process requests for direct transfers between
custodians/trustees, transfer and pay over to the successor
assets in the account and records pertaining thereto as
requested;
(E) Prepare any annual reports or returns required to be prepared
and/or filed by a custodian of a Retirement Plan, including,
but not limited to, an annual fair market value report, Forms
1099R and 5498; and file same with the IRS and provide same to
Participant/Beneficiary, as applicable; and
(F) Perform applicable federal withholding and send
Participants/Beneficiaries an annual TEFRA notice regarding
required federal tax withholding.
(ii) PFPC shall arrange for PFPC Trust Company to serve as custodian for
the Retirement Plans sponsored by the Fund.
(iii) With respect to the Retirement Plans, PFPC shall provide the Fund
with the associated Retirement Plan documents for use by the Fund
and PFPC shall be responsible for the maintenance of such documents
in compliance with all applicable provisions of the Code and the
regulations promulgated thereunder.
(m) Print Mail. The Fund hereby engages PFPC as its exclusive print/mail
service provider with respect to those items and for such fees as agreed
to from time to time in writing by the Fund and PFPC.
(n) Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy
solicitation service provider with respect to those items and for such
fees as agreed to from time to time in writing by the Fund and PFPC. If so
agreed from time to time in writing by the Fund and PFPC, such services
may include mailing proxy statements and proxy cards to shareholders.
(o) IMPRESSNet(R) Services. PFPC shall provide to the Fund the services
specified in Exhibit
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B attached hereto and made a part hereof, subject to and in accordance
with the terms set forth in such Exhibit B, as such Exhibit B may be
amended from time to time.
(p) Wrap Processing Services. With respect to Shares attributable to the Wrap
Program (as defined below), instead of the services set forth in this
Agreement, PFPC shall perform the services specified in Exhibit C attached
hereto and made a part hereof, subject to and in accordance with the terms
set forth in such Exhibit C, as such Exhibit C may be amended from time to
time, for the benefit of the "Wrap Program Participants" (as defined
below) who maintain Shares through Wrap Programs. PFPC may subcontract
with "Clients" (as defined below) to link PFPC's system with the Clients,
in order for Clients to maintain Fund Share positions for each Wrap
Program Participant and/or perform certain services identified in Exhibit
C. For purposes of this Section 14(p) and Exhibit C, the following terms
have the following meanings: "Clients" means financial institutions which
offer Wrap Programs; "Wrap Programs" means mutual funds-only asset
allocation, supermarket and/or other similar products offered by Clients
which require sub-transfer agent and sub-accounting services; "Wrap
Program Participants" means customers of Clients to whom Wrap Programs are
offered. In the event of a conflict between (i) the specific terms of this
Section 14(p) and/or Exhibit C and (ii) the remaining provisions of this
Agreement, the terms of this Section 14(p) and Exhibit C control as to the
services set forth in this Section 14(p) and Exhibit C.
(q) Anti-Money Laundering. PFPC shall perform reasonable actions necessary for
the Fund to be in compliance with United States federal anti-money
laundering ("AML") laws applicable to investor activity, including the
Bank Secrecy Act and the USA PATRIOT Act of 2001. In this regard, PFPC
shall: (A) establish and implement written policies, procedures and
internal controls reasonably designed to prevent the Fund from being used
to launder money or finance terrorist activities; (B) provide for
independent testing, by an
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employee who is not responsible for the operation of PFPC's AML program or
by an outside party, for compliance with PFPC's established AML policies
and procedures; (C) designate a person or persons responsible for
implementing and monitoring the operation and internal controls of PFPC's
AML program; and (D) provide ongoing training of PFPC personnel relating
to the prevention of money-laundering activities. PFPC shall provide to
the Fund: (X) a copy of PFPC's written AML policies and procedures (it
being understood such information is to be considered confidential and
treated as such and afforded all protections provided to confidential
information under this Agreement); (Y) at the option of PFPC, a copy of a
written assessment or report prepared by the party performing the
independent testing for compliance, or a summary thereof, or a
certification that the findings of the independent party are satisfactory;
and (Z) a summary of the AML training provided for appropriate PFPC
personnel. PFPC agrees to permit inspections relating to PFPC's AML
program by United States federal departments or regulatory agencies with
appropriate jurisdiction and to make available to examiners from such
departments or regulatory agencies such information and records relating
to PFPC's AML program as such examiners shall reasonably request.
(r) Regulatory Requests. PFPC will provide information and documentation
relating to the Fund or other assistance relating to such information and
documentation as the Fund may reasonably request to help the Fund respond
to any government or regulatory request, including but not limited to a
subpoena or request for information, provided, however, that if responding
to such a request would cause an undue burden on PFPC or would cause PFPC
to bear undue expense, PFPC at its option may decline such request of
shall be entitled to such fees or reimbursement of expenses as agreed to
by the Fund and PFPC.
(s) Fund Information Requests. PFPC will provide such information relating to
the Fund as
19
the Fund may reasonably request in connection with the services provided
by PFPC to the Fund pursuant to this Agreement, provided, however, that if
responding to such a request would cause an undue burden on PFPC or would
cause PFPC to bear undue expense, PFPC at its option may decline such
request or shall be entitled to such fees or reimbursement of expenses as
agreed to by the Fund and PFPC.
(t) Other Services. PFPC will provide such additional services to the Fund
pursuant to this Agreement as shall be agreed in writing between the Fund
and PFPC from time to time.
15. Duration and Termination. This Agreement shall continue in effect for a
term of three years commencing as of the date hereof, and at the end of
such three-year period shall automatically continue for successive
one-year terms, provided, that the Fund's Board of Trustees ("Board")
shall review this Agreement from time to time and at least annually in
reference to the terms and conditions specifically set forth below in
clauses (a)(i) to (a)(iii) of this Section 15. Notwithstanding the above,
this Agreement may be terminated:
(a) during the first three years, without the payment of any penalty for
such termination:
(i) by the Fund, on ninety (90) days prior written notice, as may
be required by and consistent with the Board's fiduciary
obligations under the 1940 Act in connection with any annual
review; however, in connection with such review of this
Agreement by the Board, the Board acknowledges the fees to be
received by PFPC hereunder are fair and reasonable for a
three-year term; or
(ii) by the Fund, on sixty (60) days prior written notice, if PFPC
is in material breach of this Agreement and PFPC has not
remedied such breach within such sixty (60) day period; or
(iii) by the Fund, on sixty (60) days prior written notice, if PFPC:
20
(1) enters into a transaction that would result in a change of
control of greater than 50% of the beneficial ownership of the
shares of beneficial interest of PFPC; other than any such
change of control where the Board determines the successor
entity has similar financial standing and ability to provide
services hereunder as PFPC; or
(2) files a petition for bankruptcy, or another comparable filing
by PFPC has occurred; or
(3) has a materially impaired financial condition; or
(4) has a significant regulatory problem or is the subject of a
significant regulatory investigation; and
in the case of subsections (1) through (4) above, the Board
determines in the exercise of its fiduciary obligations under the
1940 Act that such event materially impairs PFPC's ability to
perform its duties under this Agreement; or
(iv) by PFPC, on one hundred fifty (150) days prior written notice,
if the Fund is in material breach of the Agreement; and
(b) at any time after the first three years, without the payment of any
penalty, on ninety (90) days prior written notice by the Fund or on
one hundred fifty (150) days prior written notice by PFPC.
In the event of termination by the Fund pursuant to Sections 15(a)(i) or
(b) or by PFPC after a material breach of this Agreement by the Fund, all
expenses (which shall not be deemed a penalty) associated with movement
(or duplication) of records and materials, deconversion and conversion to
a successor transfer agent or other service provider
21
incurred by PFPC, will be borne by the Fund.
During the first three years commencing as of the date hereof, BlackRock
Advisors, Inc. will not recommend termination of this Agreement provided
such action or inaction by BlackRock Advisors, Inc. is not contrary to its
fiduciary obligations to the Fund.
16. Notices. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to the Fund, at
BlackRock Funds, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxxxxx, Esq. 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
telegram, cable, telex or 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 a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
18. Assignment PFPC may assign this Agreement to any affiliate of PFPC or of The
PNC Financial Services Group, Inc., provided that PFPC obtains the Fund's prior
written consent to 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. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof
22
21. Registration as a Transfer Agent. PFPC represents that it is currently
registered with the appropriate Federal agency for the registration of transfer
agents, and that it will remain so registered for the duration of this
Agreement. PFPC agrees that it will promptly notify the Fund in the event of any
material change in its status as a registered transfer agent. Should PFPC fail
to be registered with the appropriate Federal agency as a transfer agent at any
time during this Agreement, the Fund may, on written notice to PFPC, immediately
terminate this Agreement as to any or all Portfolios of the Fund.
22. 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.
(b) No Changes that Materially Affect Obligations. Notwithstanding anything in
this Agreement or otherwise to the contrary, the Fund agrees that no
modifications to its registration statement and no policies which it may
adopt or resolutions which the Board may adopt will affect materially the
obligations or responsibilities of PFPC hereunder without the prior
written approval of PFPC, which approval shall not be unreasonably
withheld or delayed.
(c) 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.
(d) Information. The Fund will provide such information and documentation as
PFPC may reasonably request in connection with services provided by PFPC
to the Fund.
(e) 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.
23
(f) 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. Notwithstanding
the foregoing sentence, if any provision of this Agreement relating
directly or indirectly to the term of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the parties shall
immediately negotiate in good faith in order to agree upon a new provision
which is either (i) economically equivalent to the invalid provision or
(ii) acceptable to the party adversely affected by the invalidity of the
prior provision.
(g) 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.
(h) No Representations or Warranties. Except as expressly provided in this
Agreement, PFPC 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 disclaims any warranty of title or non-infringement except
as otherwise set forth in this Agreement.
(i) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such
party.
(j) Privacy. Each party hereto acknowledges and agrees that, subject to the
reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11,
it shall not disclose the non-public personal information of investors in
the Fund obtained under this Agreement, except as necessary to carry out
the services set forth in this Agreement or as otherwise permitted by law
or regulation.
(k) Customer Identification Program Notice. To help the United States
government fight the
24
finding of terrorism and money laundering activities, United States
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 l, 2003.
Certain of PFPC's affiliates are financial institutions, and PFPC may, as
a matter of policy, request (or may have already 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 may also ask (and may have
already asked) for additional identifying information, and PFPC may take
steps (and may have already taken steps) to verify the authenticity and
accuracy of these data elements.
(l) Liability of Trustees, etc. The names "B1ackRock Funds" and "Trustees of
BlackRock Funds" refer specifically to the trust created and the Trustees,
as trustees but not individually or personally, acting from time to time
under a Declaration of Trust dated December 22, 1988, which is hereby
referred to and a copy of which is on file at the office of the State
Secretary of the Commonwealth of Massachusetts and at the principal office
of the Fund. The obligations of "BlackRock Funds" entered into in the name
or on behalf thereof by any of the Trustees, officers, representatives or
agents are not made individually, but in such capacities, and are not
binding upon any of the Trustees, officers, shareholders, representatives
or agents of the Fund personally, but bind only the Trust Property (as
defined in the Declaration of Trust), and all persons dealing with any
class of Shares of the Fund must look solely to the Trust Property belong
to such class for the enforcement of any claims against the Fund.
25
23. Customer Identification Program Services.
(a) To help the Fund comply with its Customer Identification Program (which
the Fund is required to have under regulations issued under Section 326 of
the USA PATRIOT Act) PFPC will do the following:
(i) Implement procedures under which new accounts in the Portfolios are
not established unless PFPC has obtained the name, date of birth
(for natural persons only), address and taxpayer identification
number (for United States persons) or taxpayer identification
number, passport number and country of issuance, alien
identification card number and country of issuance or any other
government-issued document evidencing nationality or residence
(collectively, the "Data Elements") for each corresponding
"Customer" (as defined in 31 CFR 103.131).
(ii) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or after each
corresponding new account is opened. Methods of verification may
consist of non-documentary methods (for which PFPC may use
unaffiliated information vendors to assist with such verifications)
and documentary methods (as permitted by 31 CFR 103.131), and may
include procedures under which PFPC personnel perform enhanced due
diligence to verify the identities of Customers the identities of
whom were not successfully verified through the first-level (which
will typically be reliance on results obtained from an information
vendor) verification process(es).
(iii) Record the Data Elements and maintain records relating to
verification of new Customers consistent with 31 CFR 103.131(b)(3).
26
(iv) Determine whether any Customer's name appears on a list of known or
suspected terrorists or terrorist organizations designated by the
Department of the Treasury, if any, consistent with 31 CFR
103.131(b)(4).
(v) Regularly report to the Fund about measures taken under (i)-(iv)
above.
(vi) If PFPC provides services by which prospective Customers may
subscribe for shares in the Fund via the Internet or telephone, work
with the Fund to notify prospective Customers, consistent with 31
CFR 103.131(b)(5), about the Fund's Customer Identification Program.
(vii) Annually, or upon the Fund's reasonable request, certify that PFPC
continues to implement its duties set forth under this Section
23(a).
(b) Notwithstanding anything in this Agreement or otherwise to the contrary,
and without expanding the scope of the express language set forth above in
Section 23(a), PFPC need not collect the Data Elements for (or verify)
prospective customers (or accounts) beyond the requirements of relevant
customer identification program regulations (for example, PFPC will not
verify customers opening accounts through NSCC) and PFPC need not perform
any task that need not be performed for the Fund to be in compliance with
relevant customer identification program regulations.
(c) Notwithstanding anything in this Agreement or otherwise to the contrary,
PFPC need not perform any of the steps described above in this Section 23
with respect to persons purchasing Shares via exchange privileges.
(d) The Fund shall provide PFPC with the Fund's Anti-Money Laundering Policy
dated April 23, 2002 (as well as any supplements or amendments thereto)
and the Fund's Customer Identification Program dated September 30, 2003
(as well as any supplements or amendments thereto).
27
IN WITNESS WHEREOF, the parties hereto have caused this amendment and
restatement to be executed as of February 10, 2004.
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
----------------------------
Title: Xxxxxxx XxXxxxxx
Executive Vice President,
Senior Managing Director
BLACKROCK FUNDS
By: /s/ [ILLEGIBLE]
-----------------------------
Title: Treasurer
By executing this joinder to this Agreement, BlackRock Advisors, Inc. hereby
agrees to be bound by all of the terms, provisions, covenants and obligations
set forth in Section 15 of this Agreement.
BLACKROCK ADVISORS, INC.
By: /s/ [ILLEGIBLE]
--------------------
Title: President
28
BlackRock Funds(SM)
Exhibit A to the
Amended and Restated Transfer Agency Agreement
The Fund desires to retain the Transfer Agent to serve as the Fund's
transfer agent, registrar and dividend disbursing agent with respect to each
class of shares, par value $.001 per share, of the Portfolios listed below and
the Transfer Agent is willing to furnish such services.
The Portfolios are as follows:
o Money Market Portfolio
o U.S. Treasury Money Market Portfolio
o Municipal Money Market Portfolio
o Large Cap Growth Equity Portfolio
o Asset Allocation Portfolio
o Managed Income Portfolio
o Tax-Free Income Portfolio
o Ohio Municipal Money Market Portfolio
o Pennsylvania Municipal Money Market Portfolio
o Intermediate Government Bond Portfolio
o Ohio Tax-Free Income Portfolio
o Pennsylvania Tax-Free Income Portfolio
o Large Cap Value Equity Portfolio
o Index Equity Portfolio
o Small Cap Value Equity Portfolio
o North Carolina Municipal Money Market Portfolio
o Low Duration Bond Portfolio
o Intermediate Bond Portfolio
o Small Cap Growth Equity Portfolio
o Investment Trust
o Government Income Portfolio
o International Bond Portfolio
o Virginia Municipal Money Market Portfolio
o New Jersey Municipal Money Market Portfolio
o New Jersey Tax-Free Income Portfolio
o Core Bond Total Return Portfolio
o Multi-Sector Mortgage Securities Portfolio III
o Mid-Cap Value Equity Portfolio
o Mid-Cap Growth Equity Portfolio
o BlackRock Strategic Portfolio I
o B1ackRock Strategic Portfolio II
29
o International Opportunities Portfolio
o U.S. Opportunities Portfolio
o GNMA Portfolio
o Delaware Tax-Free Income Portfolio
o Kentucky Tax-Free Income Portfolio
o High Yield Bond Portfolio
o Multi-Sector Mortgage Securities Portfolio IV
o Global Science & Technology Opportunities Portfolio
o Core Equity Portfolio
o Global Communications Portfolio
o Core Plus Total Return Portfolio
o Small Cap Core Equity Portfolio
o Enhanced Income Portfolio
o U1traShort Municipal Portfolio
o Intermediate PLUS Bond Portfolio
o Inflation Protected Bond Portfolio
o Dividend Achievers Portfolio
o Exchange Portfolio
o Small/Mid-Cap Growth Portfolio
o Aurora Portfolio
o Legacy Portfolio
o Health Sciences Portfolio
o Global Resources Portfolio
o All-Cap Global Resources Portfolio
o Global Opportunities Portfolio
Release. "B1ackRock Funds" and "Trustees of B1ackRock Funds" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 22, 1988 which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The obligations of
"BlackRock Funds" entered into in the name or on behalf thereof by any of the
Trustees, officers, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Fund personally, but bind only the
Trust Property (as defined in the Declaration of Trust), and all persons dealing
with any class of shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Fund.
30
Agreed to and accepted as of _____________ _____, 2006.
BlackRock Funds(SM)
By: ___________
PFPC Inc.
By: ___________
31
EXHIBIT B
IMPRESSNet(R) SERVICES
1. Definitions. Any term not herein defined in this Exhibit B shall have the
meaning given such term in the Agreement. The following definitions shall apply
to this Exhibit B:
(a) "End-User" means any Shareholder that accesses the PFPC System via
IMPRESSNet(R).
(b) "Fund Web Site" means the collection of electronic documents,
electronic files and pages residing on any computer system(s) maintained on
behalf of the Fund, connected to the Internet and accessible by hypertext link
through the World Wide Web to and from IMPRESSNet(R).
(c) "IMPRESSNet(R) Services" means the services identified in Section 2
hereof to be provided by PFPC utilizing the Fund Web Site, the Internet and
certain software, equipment and systems provided by PFPC, telecommunications
carriers and security providers which have been certified by ICSA or a
nationally-recognized audit firm (including but not limited to firewalls and
encryption), whereby Inquires may be performed and Transactions may be requested
by accessing IMPRESSNet(R) via hypertext link from the Fund Web Site.
(d) "Inquiry" means any access to the PFPC System via IMPRESSNet(R)
initiated by an End-User which is not a Transaction.
(e) "Internet" means the communications network comprised of multiple
communications networks linking education, government, industrial and private
computer networks.
(f) "IMPRESSNet(R)" means the collection of electronic documents,
electronic files and pages residing on PFPC's computer system(s) (or those
elements of the computer system of one or more Internet Service Providers
("ISPs") retained by PFPC and necessary for PFPC's services hereunder),
connected to the Internet and accessible by hypertext link from the Fund Web
Site through the World Wide Web, where the Inquiry and Transaction data fields
and related screens provided by PFPC may be viewed.
(g) "Shareholder" means the record owner or authorized agent of the record
owner of shares of the Fund.
(h) "Transaction" shall mean purchase, redemption, exchange or any other
activity involving the movement of Shares initiated by an End-User.
32
2. PFPC Responsibilities. Subject to the provisions of this Exhibit B, PFPC
shall provide or perform, or shall retain other persons to provide or perform,
the following, at PFPC's expense (unless otherwise provided herein):
(a) provide all computers, telecommunications equipment, encryption
technology and other materials and services reasonably necessary to develop and
maintain IMPRESSNet(R) to permit persons to be able to view information about
the Fund and to permit End-Users with appropriate identification and access
codes to perform Inquiries and initiate Transactions;
(b) address and mail, at the Fund's expense, notification and promotional
mailings and other communications provided by the Fund to Shareholders regarding
the availability of IMPRESSNet(R) Services;
(c) prepare and process new account applications received through
IMPRESSNet(R) from Shareholders determined by the Fund to be eligible for such
services and in connection with such, the Fund agrees as follows:
(i) to permit the establishment of Shareholder bank account
information over the Internet in order to facilitate purchase
activity through the Automated Clearing House ("ACH");
(ii) the ACH prenote process will be waived and the ACH status will
be set to active; and
(iii) the Fund shall be responsible for any resulting gain/loss
liability associated with the ACH process.
(d) process the set up of personal identification numbers ("PIN"), as
described in the IMPRESSNet(R) Product Guide provided to the Fund, which shall
include verification of initial identification numbers issued, reset and
activation of personalized PIN's and reissue of new PIN's in connection with
lost PIN's;
(e) provide installation services which shall include, review and approval
of the Fund's network requirements, recommending method of establishing (and, as
applicable, cooperate with the Fund to implement and maintain) a hypertext link
between IMPRESSNet(R) and the Fund Web Site and testing the network connectivity
and performance;
(f) establish systems to guide, assist and permit End-Users who access
IMPRESSNet(R) from the Fund Web Site to electronically perform Inquires and
create and transmit Transaction requests to PFPC;
(g) deliver to the Fund one (1) copy of the PFPC IMPRESSNet(R) Product
Guide, as well as all updates thereto on a timely basis;
33
(h) deliver a monthly billing report to the Fund, which shall include a
report of Inquiries and Transactions;
(i) provide a form of encryption that is generally available to the public
in the United States for standard Internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable for this
type of information and data) and exercise commercially reasonable efforts to
attempt to maintain the security and integrity of IMPRESSNet(R);
(j) exercise reasonable efforts to maintain all on-screen disclaimers and
copyright, trademark and service xxxx notifications, if any, provided by the
Fund to PFPC in writing from time to time, and all "point and click" features of
IMPRESSNet(R) relating to Shareholder acknowledgment and acceptance of such
disclaimers and notifications;
(k) provide periodic site visitation (hit reports) and other information
regarding End-User activity under this Exhibit B as agreed by PFPC and the Fund
from time to time;
(l) monitor the telephone lines involved in providing IMPRESSNet(R)
Services and inform the Fund promptly of any malfunctions or service
interruptions;
(m) periodically scan PFPC's Internet interfaces and IMPRESSNet(R) for
viruses and promptly remove any such viruses located thereon; and
(n) maintenance and support of IMPRESSNet(R), which includes providing
error corrections, minor enhancements and interim upgrades to IMPRESSNet(R)
which are made generally available to IMPRESSNet(R) customers and providing help
desk support to provide assistance to Fund employees with the Fund's use of
IMPRESSNet(R), maintenance and support shall not include (i) access to or use of
any substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by PFPC to IMPRESSNet(R) clients, as determined solely by PFPC; or
(ii) maintenance of customized features.
Notwithstanding anything in this Exhibit B or the Agreement to the contrary, the
Fund recognizes and acknowledges that (i) a logon I.D. and PIN are required by
End-Users to access PFPC's IMPRESSNet(R); (ii) End-User's Web Browser and ISP
must support Secure Socket Layer (SSL) encryption technology; and (iii) PFPC
will not provide any software for access to the Internet; software must be
acquired from a third party vendor.
3. Fund Responsibilities. Subject to the provisions of this Exhibit B and the
Agreement, the Fund shall at its expense (unless otherwise provided herein):
(a) provide, or retain other persons to provide, all computers,
telecommunications equipment, encryption technology and other materials;
services, equipment and software reasonably necessary to develop and maintain
the Fund Web Site, including the functionality necessary to maintain the
hypertext links to IMPRESSNet(R).
34
(b) promptly provide PFPC written notice of changes in Fund policies or
procedures requiring changes to the IMPRESSNet(R) Services;
(c) work with PFPC to develop Internet marketing materials for End-Users
and forward a copy of appropriate marketing materials to PFPC;
(d) revise and update the applicable prospectus(es) and other pertinent
materials, such as user agreements with End-Users, to include the appropriate
consents, notices and disclosures for IMPRESSNet(R) Services, including
disclaimers and information reasonably requested by PFPC;
(e) maintain all on-screen disclaimers and copyright, trademark and
service xxxx notifications, if any, provided by PFPC to the Fund in writing from
time to time, and all "point and click" features of the Fund Web Site relating
to acknowledgment and acceptance of such disclaimers and notifications; and
(f) design and develop the Fund Web Site functionality necessary to
facilitate, implement and maintain the hypertext links to IMPRESSNet(R) and the
various Inquiry and Transaction web pages and otherwise make the Fund Web Site
available to End-Users.
4. Standards of Care for Internet Services.
(a) Notwithstanding anything in the Agreement or this Exhibit B to the
contrary (other than as set forth in the immediately succeeding sentence) with
respect to the provision of services set forth in this Exhibit B (i) PFPC shall
be liable only for its own willful misfeasance, bad faith, negligence or
reckless disregard in the provision of such services and (if) the Fund shall
indemnify; defend and hold harmless PFPC and its affiliates (including their
respective officers, directors, agents and employees) from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities arising under the Securities
Laws and any state and foreign securities and blue sky laws) incurred by such
indemnified parties with respect to such services except for those for which
PFPC is liable under sub-clause (i) of this sentence. For clarity, the
provisions of the immediately preceding sentence shall not limit Sections 13(b)
or 13(c) of the Agreement or Section 7(c) of this Exhibit B. The provisions of
this Section 4(a) shall survive termination of the Agreement and the provision
of services set forth in this Exhibit B.
(b) Notwithstanding anything to the contrary contained in the Agreement or
this Exhibit B, PFPC shall not be obligated to ensure or verify the accuracy or
actual receipt, or the transmission, of any data or information contained in any
transmission via IMPRESSNet(R) Services or the consummation of any Inquiry or
Transaction request not actually received by PFPC. The Fund shall advise
End-Users to promptly notify the Fund or PFPC of any errors or inaccuracies in
Shareholder data or information transmitted via IMPRESSNet(R) Services.
35
5. Proprietary Rights.
(a) Each of the parties acknowledges and agrees that it obtains no rights
in or to any of the software, hardware, processes, trade secrets, proprietary
information or distribution and communication networks of the other under this
Exhibit B. Any software, interfaces or other programs a party provides to the
other under this Exhibit B shall be used by such receiving party only during the
term of this Exhibit B and only in accordance with the provisions of this
Exhibit B and the Agreement. Any interfaces, other software or other programs
developed by one party shall not be used directly or indirectly by or for the
other party or any of its affiliates to connect such receiving party or any
affiliate to any other person, without the first party's prior written approval,
which it may give or withhold in its sole discretion. Except in the normal
course of business and in conformity with federal copyright law or with the
other party's consent, neither party nor any of its affiliates shall disclose,
use, copy, decompile or reverse engineer any software or other programs provided
to such party by the other in connection herewith.
(b) The Fund Web Site and IMPRESSNet(R) may contain certain intellectual
property, including, but not limited to, rights in copyrighted works; trademarks
and trade dress that is the property of the other party. Each party retains all
rights in such intellectual property that may reside on the other party's web
site, not including any intellectual property provided by or otherwise obtained
from such other parry. To the extent the intellectual property of one party is
cached to expedite communication, such party grants to the other a limited,
non-exclusive, non-transferable license to such intellectual property for a
period of time no longer than that reasonably necessary for the communication.
To the extent that the intellectual property of one party is duplicated within
the other party's web site to replicate the "look and feel," "trade dress" or
other aspect of the appearance or functionality of the fist site, that party
grants to the other a limited, non-exclusive, non-transferable license to such
intellectual property for the duration of this Exhibit B. This license is
limited to the intellectual properly needed to replicate the appearance of the
first site and does not extend to any other intellectual property owned by the
owner of the first site. Each party warrants that it has sufficient right, title
and interest in and to its web site and its intellectual property to enter into
these obligations, and that to its knowledge, the license hereby granted to the
other party does not and will not infringe on any United States patent, United
States copyright or other United States proprietary right of a third party.
(c) Each of the parties hereto agrees that the nonbreaching party would
not have an adequate remedy at law in the event of the other party's breach or
threatened breach of its obligations under Sections 5(a) or 5(b) of this Exhibit
B and that the nonbreaching party would suffer irreparable injury and damage as
a result of any such breach. Accordingly, in the event either party breaches or
threatens to breach the obligations set forth in Sections 5(a) or 5(b) of this
Exhibit B, in addition to and not in lieu of any legal of other remedies a party
may pursue hereunder or under applicable law, each party hereto hereby consents
to the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it by
a court of competent jurisdiction, without the necessity of proving actual
damages or posting any bond or other security therefor, prohibiting any such
breach or threatened breach. In any proceeding upon a motion for such equitable
relief, a party's ability to answer in damages shall not be interposed as a
defense to the granting of such equitable
36
relief. The provisions of this Section 5(c) shall survive termination of the
Agreement and the provision of services set forth in this Exhibit B.
6. Representation and Warrant. Neither party shall knowingly insert into any
interface, other software, or other program provided by such party to the other
hereunder, or accessible on IMPRESSNet(R) or the Fund Web Site, as the case may
be, any "back door," "time bomb," "Trojan Horse," "worm," "drop dead device,"
"virus" or other computer software code or routines or hardware components
designed to disable, damage or impair the operation of any system, program or
operation hereunder. For failure to comply with this warranty, the non-complying
party shall immediately replace all copies of the affected work product, system
or software. All costs incurred with replacement including, but not limited to,
cost of media, shipping, deliveries and installation shall be borne by such
party.
7. Liability Limitations; Indemnification.
(a) The Internet. Each party acknowledges that the Internet is an
unsecured, unstable, unregulated, unorganized and unreliable network, and that
the ability of the other party to provide or perform services or duties
hereunder is dependent upon the Internet and equipment, software, systems, data
and services provided by various telecommunications carriers, equipment
manufacturers, firewall providers, encryption system developers and other
vendors and third parties. Each party agrees that the other shall not be liable
in any respect for the functions or malfunctions of the Internet. Each party
agrees the other shall not be liable in any respect for the actions or omissions
of any third party wrongdoers (i.e., hackers not employed by such party or its
affiliates) or of any third parties involved in the IMPRESSNet(R) Services and
shall not be liable in any respect for the selection of any such third party,
unless such party selected the third party in bad faith or in a negligent
manner.
(b) PFPC's Explicit Disclaimer of Certain Warranties. EXCEPT AS
SPECIFICALLY PROVIDED IN SECTIONS 2 AND 4 OF THIS EXHIBIT B, ALL SOFTWARE AND
SYSTEMS DESCRIBED IN THIS EXHIBIT B ARE PROVIDED "AS-IS" ON AN "AS-AVAILABLE"
BASIS, AND PFPC HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
(c) Cross-Indemnity. Each party hereto agrees to indemnify, defend and
hold harmless the other party and its affiliates (and their respective officers,
directors, agents and employees) from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, attorneys' fee and
disbursements and liabilities arising under the Securities laws and any state
and foreign securities and blue sky laws) ("Liabilities") arising in connection
with any claims that any IMPRESSNet(R) Services or related work product
infringes any proprietary or other rights or any infringement claim against any
of such persons based on the party's intellectual property licensed to the other
party hereunder (provided the other party has used such intellectual property in
conformity with the product guidelines), except to the extent such Liabilities
result directly from the negligence or knowing or willful misconduct of the
other
37
party or its related indemnified parties. The provisions of this Section 7(c)
shall survive termination of the Agreement and the provision of services set
forth in this Exhibit B.
8. Miscellaneous.
(a) Independent Contractor. The parties hereto are and shall remain
independent contractors, and nothing herein shall be construed to create a
partnership or joint venture between them and none of them shall have the power
or authority to bind or obligate the other in any manner not expressly set forth
herein. Any contributions to IMPRESSNet(R) by the Fund and any contributions to
the Fund Web Site by PFPC shall be works for hire pursuant to Section 101 of the
Copyright Act.
(b) Conflict with Agreement. In the event of a conflict between specific
terms of this Exhibit B and the Agreement, this Exhibit B shall control as to
IMPRESSNet(R) Services.
38
EXHIBIT C
WRAP PROCESSING SERVICES
1. Transmit to the Fund purchase, redemption and related instructions and
facilitate money settlement with respect to the Omnibus Accounts, which shall be
registered as "PFPC F/B/O Client Wrap Programs and their Customers" or "PFPC
F/B/O Client Wrap Programs," as appropriate. Such activities shall be performed
as set forth in the attached Schedule 1 of Exhibit C.
2. Facilitate payment to Wrap Program Participants of the proceeds of
redemptions, dividends and other distributions.
3. Coordinate with a third party print mail provider, and at the request
of the Fund, provide that third party with such information as is necessary for
it to mail to Wrap Program Participants, among other things: (a) periodic
account statements, (b) 1099R documentation, and (c) proxies, prospectus
supplements, and annual reports of the Fund, all as are provided by the Fund.
4. Reconcile share positions for each Wrap Program and upon request
provide certification to the Fund with respect thereto. In connection therewith,
the Fund shall provide to PFPC daily confirmation of all trade activity and
share positions for the Omnibus Account.
5. Maintain records for each Wrap Program Participant which shall reflect
shares purchased and redeemed, as well as account and share balances.
6. Act as service agent in connection with dividend and distribution
functions; perform shareholder account and administrative agent functions in
connection with the issuance, transfer, and redemption or repurchase of Fund
Shares. PFPC shall create and maintain all records required of it pursuant to
its duties under Section 14(p) of the Agreement and this Exhibit C and as set
forth in this Exhibit C pursuant to applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act. Where applicable,
such records shall be maintained for the periods and in the places required by
rule 31a-2 under the 1940 Act.
39
SCHEDULE 1 OF EXHIBIT C
On each day the New York Stock Exchange (the "Exchange") is open for business
(each, a "Business Day"), PFPC or its agents may receive trade instructions with
respect to the Wrap Programs and/or Wrap Program Participants for the purchase
or redemption of shares of the Portfolios ("Trade Instructions"). Trade
Instructions received in good order and accepted by PFPC or its agents prior to
the close of regular trading on the Exchange (the "Close of Trading") on any
given Business Day and transmitted to the Fund (i) by 11:59 p.m. Eastern Time if
automated, and (ii) by 6:00 p.m. Eastern Time if manual on such Business Day
will be executed by the Fund at the net asset value determined as of the Close
of Trading on such Business Day. Any Trade Instructions received by PFPC, or its
agents, on such day but after the Close of Trading will be executed by the Fund
at the net asset value determined as of the Close of Trading on the next
Business Day following the day of receipt of such Trade Instructions. The day on
which a Trade Instruction is executed by the Fund pursuant to the provisions set
forth above is referred to herein as the "Effective Trade Date."
Upon the timely receipt from PFPC of the Trade Instructions described in the
above paragraph, the Fund will execute the purchase or redemption transactions
(as the case may be) with respect to each Wrap Program at the net asset value
computed as at the Close of Trading on the Effective Trade Date. Such purchase
and redemption transactions will settle on the Business Day next following the
Effective Trade Date. Payments for net purchase and net redemption orders shall
be made through the NSCC's settlement process or by wire transfer by PFPC (for
net purchases) or by the Fund (for net redemptions) to the account designated by
the appropriate receiving party on the Business Day following the Effective
Trade Date. On any Business Day when the Federal Reserve Wire Transfer System is
closed, all communication and processing rules will be suspended for the
settlement of Trade Instructions. Trade Instructions will be settled on the next
Business Day on which the Federal Reserve Wire Transfer System is open and the
Effective Trade Date will apply.
In the event that PFPC is in receipt of Trade Instructions in good order and is
unable to transmit the Trade Instructions to the Fund by the above referenced
deadlines, the Fund will accept the trades after such deadlines and before 10:00
a.m. Eastern Time on the day following the Effective Trade Date. PFPC will
furnish the Fund with an estimate of the net purchase or net redemption activity
no later than 10:00 a.m. Eastern Time on the day following the Effective Trade
Date. Payments for purchases and redemptions shall be made by wire transfer on
the day following the Effective Trade Date.
40
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
BlackRock Funds, a Massachusetts business trust (the "Fund") and PFPC
Inc., a Massachusetts corporation (formerly known as Provident Financial
Processing Corporation, "PFPC"), are parties to the Transfer Agency Agreement
between the Fund and PFPC dated October 4, 1989 (as amended and restated as of
February 10, 2004 and as amended, supplemented or otherwise modified from time
to time, the "Agreement").
WITNESSETH:
WHEREAS, the Fund and PFPC wish to further amend the Agreement as of
January 31, 2006;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree to amend the Agreement as follows:
1. By amending the second sentence of Section 11 as follows:
PFPC acknowledges that the Fund is entitled to any float benefits
and/or investment earnings in connection with maintaining certain accounts
required to provide services under this Agreement, which float benefits
and/or investment earnings will be paid to the Fund on a monthly basis.
2. By amending Section 14 by inserting the following language after
Section 14(s) and renumbering Section 14(t) as 14(u):
(t) PFPC will provide such information as the Fund reasonably
requests in order for the Fund to comply with its obligations pursuant to
Rule 38a-1 under the 1940 Act.
Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.
41
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed as of January 31, 2006.
PFPC INC.
By: _____________________________
Title: __________________________
BLACKROCK FUNDS
By: _____________________________
Title: __________________________
42
February l, 2006
BLACKROCK FUND(SM)
Re: Transfer Agency Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Agreement dated
October 4, 1989 between BlackRock Fund(SM) ("you" or the "Fund") and PFPC, as
amended or amended and restated from time to time (the "Agreement") for services
provided on behalf of each of the Fund's investment portfolios (each a
"Portfolio"). Pursuant to the Agreement, and in consideration of the services to
be provided to each Portfolio, the Fund will pay PFPC certain fees and reimburse
PFPC for its out-of-pocket and other expenses incurred on its behalf, as set
forth below. This letter supercedes all previous fee agreements with respect to
the fees set forth herein.
1) Account Fee:
Open Direct Account $16.50 per account per annum
Open NSCC Level III Accounts $ 5.00 per account per annum
Closed Account: $ 1.50 per account per annum
Fees shall be calculated and paid monthly based on one-twelfth (1/12th) of
the annual fee. A closed account is defined as having a zero balance for
more than 15 days and no dividend payable. Closed accounts are purged
annually after year-end tax reporting.
2) Annual Base Institutional Fee:
The annual base fee shall be $7,500 per Institutional cusip excluding
BlackRock Service class shares. Fees shall be calculated and paid monthly
based on one-twelfth (1/12th) of the annual fee. This fee will be
allocated based on net assets per cusip.
3) XXX Custodian Fee:
Active XXX Accounts: $15.00 per social security number
per annum*
4) Annual Retirement Plan Document Fees:
XXX-Traditional (includes SEP) $500
XXX - Xxxx $500
XXX- Simple $500
Xxxxxxxxx ESA $500
Non-ERISA 403 (b) (7) $750
Money Purchase $750
Profit Sharing $750
EZ-k $750
43
6) Transaction Charges:
Purehase/Redemption/Transfer/
Maintenance: $ 2.00 per transaction (Waived)
Customer Service/Broker
Phone Calls: $ 5.00 per call (Waived)
New Account Opening: $ .40 per account (electronic interface)
(Waived)
$ 5.00 per account (paper) (Waived)
12b-1 calculation: $ .25 per account (per annum)
Checkwriting: $ 1.85 per account with check writing
(per annum)
$ .10 per check transaction
(non-return of checks)
$12.50 each - stop payments*
$15.00 each - non-sufficient funds*
$ 2.50 each-check copy*
Wires (receipt/disbursement; $ 7.50 per wire
international/domestic)
ACH Transaction: $ .20 per item
Returned purchase check: $20.00 each
*May be paid by the
shareholder.
7) PFPC FundSERV/Networking
Fees:
PFPC Setup fee: $ 2,000.00 One-time Setup charge per fund
family (PFPC and Fund acknowledge
previously paid)
PFPC Transaction fees:
NSCC FundSERV $ .10 per transaction
$ .15 per transaction, if the trade is
confirmed the same day
Commission Settlement: No charge
ACATS: No charge
Mutual Fund Profile Service: $10.00 per month per fund/class
Note: NSCC will deduct its direct monthly fee on the 15th of each month
from PFPC's cash settlement that day. PFPC will include these charges as
an out-of-pocket expense on its next invoice.
8) Anti-Money Laundering Fee:
The anti-money laundering fee shall be $0.15 per open non-Network level
III account per year, not to exceed $1,500 per month.
9) Customer Identification Program (CIP)
$2.25 per new customer verification. (Applicable to new non-network level
III accounts only.) $0.24 per CIP result stored in the database per year.
(Results are stored for a maximum of 5 years.)
44
10) Training:
$150 per hour, per resource
11) Voice Response:
(Average monthly call volume < 2,000)
One Time Set-Up Fee: $10,000 plus
Monthly Maintenance Fee: $1,000
Per Minute Fee: $0.23
Per Call Fee: $0.10
(Average monthly call volume.> 2,000)
One Time Set-Up Fee: $10,000 plus
Monthly Maintenance Fee: $500
Per Minute Fee: $0.23
Per Call Fee: $0.10
12) Cost Basis Accounting:
One-time set-up charge: $50,000 plus
Full Service: $0.15 per eligible account per
month
Network Level III Accounting: $0.35 per eligible account per
year
13) DAZL(R) Fees: (if applicable)
One-time set-up fee $5,000 (Waived)
Monthly Maintenance Fee: $1,000
DAZL(R) Base Transmission Fee/Record:
Price records $0.015
Other records $0.030
(security, distribution, account master, transaction, position)
DAZL(R) Direct/Interactive/Trust/401K/ICI/Mgt. Co. Level Fee/Record:
Price records $0.01
Other records $0.01
(security, distribution, account master, transaction, position)
Enhancement Fee: $175.00/hour
14) Electronic provision of monthly statement information from PFPC's OEP
institutional transfer agency system ("OEP System"):
$300.00 per month
45
15) E-Presentment of Quarterly Statements:
Implementation fee: Waived
PDF conversion: 1 million Images or less $0.05 per Image
1 million-3 million Images $0.04 per Image
PDF storage: $0.01 per Image
16) IMPRESSNet(R) Services -- Retail:
One Time Set-Up Fee (PFPC and Fund acknowledge previously paid):
----------------------------------------------------------------------
Number of Accounts
(counted at implementation) Set-Up Fee
----------------------------------------------------------------------
Less than 20,000 Accounts $15,000
----------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $20,000
----------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $25,000
----------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $30,000
----------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $40,000
----------------------------------------------------------------------
Over 1,000,000 Accounts $50,000
----------------------------------------------------------------------
Annual Recurring Fee - Starts in Year 1:
----------------------------------------------------------------------
Number of Accounts(1) Annual Fee
----------------------------------------------------------------------
Less than 20,000 Accounts $10,500
----------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $14,000
----------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $17,500
----------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $21,000
----------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $28,000
----------------------------------------------------------------------
Over 1,000,000 Accounts $35,000
----------------------------------------------------------------------
Monthly Minimums:
---------------------------------------------------------------------------
Inquiry Transaction
Number of Accounts Minimum Minimum
---------------------------------------------------------------------------
Less than 20,000 Accounts $1,200 $120
---------------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $1,600 $160
---------------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $2,000 $200
---------------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $2,600 $260
---------------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $3,200 $320
---------------------------------------------------------------------------
Over 1,000,000 Accounts $4,000 $400
---------------------------------------------------------------------------
Inquiry / Transaction / Account Maintenance/ New Account Set-Up Fees:
The fee for an Account Inquiry is $0.10 per occurrence. For an Account
Transaction, the fee is $0.50 per occurrence. The fee for Account
Maintenance is $1.00 per occurrence. The fee for New
----------
(1) Counted at implementation and then at each subsequent anniversary date
from the date of implementation. Annual fee will be adjusted each year (if
adjustment is applicable).
46
Account Set-Up is $1.50 per occurrence. These fees are tracked and billed
monthly. A minimum monthly fee applies (as set forth above) for both
inquiries and transactions.
Volume Discount for Inquiries:
---------------------------------------------------------------------------
(Over life of the Agreement) Fee per Inquiry
Number of Inquiries
------------------------------------------------------------------
Less than 100,000 Inquiries $0.10
------------------------------------------------------------------
Between 100,001 and 200,000 Inquiries $0.08
------------------------------------------------------------------
Between 200,001 and 300,000 Inquiries $0.05
------------------------------------------------------------------
Over 300,000 Inquiries $0.03
------------------------------------------------------------------
Other Fees:
Customization Fee: $175 per hour - $225 per hour, depending upon technical
resources needed
18) Data Repository and Analytic Suite - $120,000 per annum, 10,000 per month
for up to 25 IDs $400 one time license fee (for IDs over 25) and $100
annual maintenance fee (for IDs over 25)
19) Customer Management Suite License Fees:
50 workstations @ $4,800 per workstation per annum
20) COLD (Computer Output to Laser Disk) Storage:
$10,000 on time license fee plus
$.009 per page
21) Disaster Recovery Services
One Time Facility/Technology Set Up Fee $ 50,000
Includes preparation of 18 workstations/call center seats, desktop PC's
and provisioning of ACD and any related VRU configuration to enable the
receipt and routing of BlackRock calls delivered to PFPC via toll-free
allocation.
Service Access Fee $250/seat/month ($4,500/month for 18 seats)
Includes provision of seats for agents equipped with an ACD set, fully
operational desktop with BlackRock required applications, recorded lines,
and typical office workstations supplies.
Use of Seats/Workstations $3,200/event
Disaster Recovery Testing $3,200/event
Call Routing/Related Testing Changes $250 per change
47
22) Dedicated Team/Programming Charges
1st FTE Resource (2000 hrs/yr) @ $125,000 per annum
2nd FTE Resources (2000 hrs/yr) no charge
3rd and 4th FTE Resources (2000 hrs/yr) @ $150,000 per FTE/per annum
Additional programming required to be charged at a rate of $175-$225/hr
depending upon technical requirements
23) Advanced Output Solutions: (see the attached printmail schedule)
24) Miscellaneous Charges include, but are not limited to, charges for the
following products and services as applicable: ad hoc reports, ad hoc SQL
time, banking services, COLD storage, digital recording, training,
microfiche/microfilm production, magnetic media tapes and freight,
pre-printed stock (including business forms, certificates, envelopes,
checks and stationary), consolidated statement charges, audio response
charges, negotiated time and materials for development and programming
costs and conversion and deconversion expenses (unless otherwise agreed).
25) Out-of-Pocket Expenses include, but are not limited to: telephone lines,
postage, overnight delivery, mailgrams, hardware/phone lines for data
transmissions and remote terminal(s), wire fees, ACH charges, exchange
fee, record retention and storage, b/c notices, account transcripts,
labels, user tapes, travel expenses, and expenses incurred at the
direction of the Fund. Out-of-pocket expenses are billed as they are
incurred.
26) Shareholder Expenses include, but are not limited to: XXX/Xxxxx
processing, exchange fees between Portfolios, requests for account
transcripts, returned checks, lost certificate bonding, overnight delivery
as requested by the shareholder, and wire fee for disbursement if
requested by the shareholder. Shareholder expenses are billed as they are
incurred.
Any fee, out-of-pocket expenses or shareholder expenses not paid within 30
days of the date of the original invoice will be charged a late payment fee of
1% per month until payment of the fees are received by PFPC.
The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion which such period bears to the
full annual period.
Each party hereto is represented by counsel, and no presumptions shall
arise favoring any party by virtue of the authorship of any provision of this
letter.
48
If the foregoing accurately sets forth our agreement and you intend to be
legally bound hereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: ____________________________
Name: __________________________
Title: _________________________
Agreed and Accepted:
BLACKROCK FUNDS(SM)
By: __________________________________
Name: ________________________________
Title: _______________________________
49
BlackRock Funds
Advanced Output Solutions
Print/ Mail Pricing Schedule
Pricing as of February 1, 2006
A. Daily/Monthly/Quarterly/Annual Statement Output
DATA PROCESSING/PRINTING/INSERTING
o Simplex Periodic Statements $0.105/Simplex Page
o Duplex Periodic Statements $0.14/Duplex Page
o Dealer/Rep Pages $0.050/Simplex Page
o 12bl, Commission Check Processing $0.11/Simplex Page
o Redemption/Replacement/Dividend/SWP
Check Processing $0.11/Simplex Page
o Inserting Additional Inserts $0.018/Insert
o Workorder Administration fee $15.00 each
o Print Images $0.06 each
B. Shipping/Inventory
o Non-USPS courier support / package $4.50
o Inventory dumps / S.K.U. $20.00
Inventory receipts / S.K.U. $20.00
o Inventory storage / location / month-per skid $20.00
o Disaster Recovery Storage monthly $15.00
o Courier Charge Cost
o Shipping Boxes $0.85 each
o Oversized Envelopes $0.45 each
o Pressure Sensitive Labels $0.20 each
o Affix Labels each $0.10 ($125 min)
o Per Piece Pre-Sort Fee $0.035
C. Misc. Fees
o Manual pulls $3.50
o Special Projects Hourly Work $30.00
D. Special Mailings
o Workorder Administration fee $15.00 Each
o Creation of Admark Tape $115.00
o Household Accounts $6.00/K
o ZIP+4 Data Enhancement $0.008 ($50 min)
o Adhoc Programming $100.00 per hour
o Data Manipulation $70.00 per hour
o Admark Self Mailer $0.03 ($75 min)
o Admark & Machine Insert #10 or 6x9 (includes 1 piece) $0.050 ($75 min)
o Additional Machine Insert #10 or 6x6 $0.02
o Admark & Machine Insert 9x12 (includes 1 piece) $0.11 ($100 min)
o Additional Machine Insert 9x12 $0.05
o Admark Only #10, 6x9 or 9x12 $0.032 ($75 min)
o Admark & Hand Insert #10, 6x9 (includes 1 insert) $0.06 ($75 min)
o Admark & Hand Insert 9x12 (includes 1 insert) $0.07 ($100 min)
o Hand Sort $0.025
50
o Print, Affix & Insert 1 piece Pressure Sensitive labels $0.25 ($50 min)
o Print Labels only $0.08
o Affix Labels only each per mailing $0.08 ($75 min)
o Additional inserts $0.018/Insert
o Legal Drop per Mailing $125.00
o Copy of 3602 or 3606 per Mailing $3.00 Each
o Tabbing
o 1 Tab $8.00/K
o 2 Tabs $12.00/K
F. Year End Tax Form Output Processing
o Print/Process $0.25 Each
o Work Order Fee $15.00 Each
o Minimum Processing/Job $75.00 Each
o Pulls $2.50 Each
o Presort Fee $0.035 Each
o Affidavit Charge $3.50 Each
o Duplicate Tax Forms $0.50 Each
o Intelligent Inserting $0.045 Each
o Additional Machine Inserts $0.018 Each
o Additional Hand Inserts $0.06 Each
G. Other Tax/Compliance Mailings
o Duplex Print $0.105 Per Page
o Simplex Print $0.085 Per Page
o Affidavit Charge $3.50 Each
o Machine Insert $56.00/K
o Hand Insert $65.00/K
o Machine Folding $18.00/K
o Custom Folding $0.12 Each
o Additional Machine Inserts $0.018 Each
o Additional Hand Inserts $0.06 Each
o Work Order Fee $15.00 Each
o Minimum Processing/Job $75.00
o Pulls $3.50 Each
o Presort Fee $0.035 Each
E. Digital Services
o PDF Conversion and Server Storage of images $0.0198 per image
o Original CD-ROM Charges $225.00 per CD
o Duplicate CD-ROM Charge $175.00 per CD
o E-Notification Event Fee (Stmts, AR, SAR, etc.) $500.00 per event
o E-Mail Notifications $0.10 per E-Mail
o Handling / Processing of Rejected E-Mails $5.00 per reject
51
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 10th day of September, 2004 by and
between PFPC INC., a Massachusetts corporation ("PFPC"), and BLACKROCK BOND
ALLOCATION TARGET SHARES, a Delaware business trust (the "Fund").
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services as more fully described herein.
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) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other person
duly 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.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" means oral instructions addressed to PFPC and received
by PFPC
52
from an Authorized Person or from a person reasonably believed by PFPC to
be an Authorized Person. PFPC 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.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
(h) "Shares" means the shares of beneficial interest of any series or class of
the Fund.
(i) "Written Instructions" means (i) written instructions signed by an
Authorized Person (or a person reasonably believed by PFPC to be an
Authorized Person) and addressed to and received by PFPC or (ii) trade
instructions transmitted to and received by PFPC by means of an electronic
transaction reporting system which requires use of a password or other
authorized identifier in order to gain access. Written Instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Compliance with Laws. In performing its duties as described herein, PFPC will
(i) act in a manner not inconsistent with the Fund's most recent Prospectuses
and Statements of Additional Information and all amendments and supplements
thereto (as presently in effect and as from time to time amended and
supplemented) and resolutions of the Fund's Board of Trustees of which PFPC is
informed by the Fund and (ii) will comply with all applicable requirements of
the Securities Laws and of any other laws, rules and regulations of governmental
53
authorities having jurisdiction with respect to the duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for compliance by the Fund or any other entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
(b) PFPC shall be entitled to reasonably rely upon any Oral Instruction or
Written Instruction it receives pursuant to this Agreement.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral
Instructions so that PFPC 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 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's ability to rely upon such Oral Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should or
should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from or on behalf of the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take, PFPC may request
advice at its own cost from counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser or PFPC, at the option
of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral
54
Instructions or Written Instructions PFPC receives from or on behalf of
the Fund, and the advice it receives from counsel pursuant to Section
5(b), PFPC may rely upon and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without
liability for any action PFPC takes or does not take in reasonable
reliance upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of the Fund or from counsel
pursuant to paragraph (b) of this Section 5 and which PFPC believes, in
good faith, to be consistent with those directions or advice or Oral
Instructions or Written Instructions. Nothing in this Section 5 shall be
construed so as to impose an obligation upon PFPC to seek such directions
or advice or Oral Instructions or Written Instructions.
6. Books and Records. The books and records pertaining to the Fund, which are in
the possession or under the control of PFPC, shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. Such books and
records shall, to the extent practicable, be maintained separately for each
Portfolio of the Fund. The Fund, Authorized Persons and the Fund's authorized
representatives shall have access to such books and records at all times during
PFPC's normal business hours. Upon the reasonable request of the Fund, copies of
any such books and records shall be provided by PFPC to the Fund or to an
authorized representative of the Fund, at the Fund's expense.
7. Confidentiality.
(a) Each party shall keep confidential any information relating to the other
party's business ("Confidential Information") and neither party shall use
the other party's Confidential
55
Information for any purpose other than in connection with the performance
of this Agreement. Confidential Information shall include:
(i) 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,
customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC;
(ii) 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 a
competitive advantage over its competitors;
(iii) 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
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be subject to the
foregoing obligations set forth in this Section 7 if:
(i) it was already known to the receiving party at the time it was
obtained;
(ii) it is or becomes publicly known or available through no wrongful act
of the receiving party;
(iii) it was rightfully received from a third party who, to the best of
the receiving party's knowledge, was not under a duty of
confidentiality;
(iv) it is released by the protected party to a third party without
restriction;
(v) it is required to be disclosed by the receiving party pursuant to a
requirement of a court order, subpoena, governmental or regulatory
agency or law (provided the receiving party will provide the other
party written notice of such requirement, to the extent such notice
is permitted);
(i) release of such information by PFPC is necessary in connection with
the provision of services under this Agreement;
56
(ii) it is relevant to the defense of any claim or cause of action
asserted against the receiving party; or
(viii) it has been or is independently developed or obtained by the
receiving party.
8. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as reasonably required by the Fund from time to time.
9. PFPC System. PFPC 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 in connection with the services
provided by PFPC to the Fund. Notwithstanding the foregoing, the parties
acknowledge that the Fund shall retain all ownership rights in Fund data which
resides on the PFPC System.
10. Disaster Recovery. PFPC 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 shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC 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's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. Compensation. As compensation for services rendered by PFPC during the term
of this
57
Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to in
writing from time to time by the Fund and PFPC. The Fund acknowledges that PFPC
may receive float benefits and/or investment earnings in connection with
maintaining certain accounts required to provide services under this Agreement.
12. Indemnification.
(a) The Fund agrees to indemnify, defend and hold harmless PFPC and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act taken or omitted by or on
behalf of PFPC in connection with the provision of services to the Fund,
provided that in each case in which indemnification is sought PFPC has not
acted contrary to the standard of care set forth in Section l3(a) of this
Agreement. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability to the Fund or its shareholders (or any expenses
incident to such liability) arising out of PFPC's or its affiliates' own
willful misfeasance, bad faith, negligence or breach of this Agreement on
its part in the performance of its duties under this Agreement, provided
that in the absence of a finding to the contrary the acceptance,
processing and/or negotiation of a fraudulent payment for the purchase of
Shares shall be presumed not to have been the result of PFPC's or its
affiliates' own willful misfeasance, bad faith, negligence or breach of
this Agreement. The obligations of each Portfolio under this Section 12(a)
shall be the several (and not joint or joint and several) obligation of
each Portfolio.
58
(b) PFPC agrees to indemnify, defend and hold harmless the Fund and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorney's fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly out of PFPC's willful misfeasance, bad faith, negligence or
breach of this Agreement on its part in the performance of PFPC's duties
under this Agreement.
(c) The provisions of this Section 12 shall survive termination of this
Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed
to by PFPC in writing. PFPC shall be obligated to exercise reasonable 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
shall not be liable for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, negligence or breach of this Agreement on
PFPC's part in the performance of its duties under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall
not be responsible or 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
59
communications capabilities; insurrection; elements of nature; or
non-performance by a third party; (ii) PFPC shall be responsible (pursuant
to the standard of care set forth in Section l3(a) of this Agreement) for
the accuracy of files containing monthly statement information or other
information (if any) that PFPC is required to produce and provide
electronically to the Fund pursuant to this Agreement, but in no event
shall PFPC be responsible or liable for the accuracy or inaccuracy of any
subsequent indexing and presentation by any entity other than PFPC of such
monthly statement information or other information or for any subsequent
data integrity errors in such monthly statement information or other
information; and (iii) subject to Section 13(a) of this Agreement, PFPC
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 or instrument believed by PFPC to be genuine.
(a) Notwithstanding anything in this Agreement to the contrary, neither PFPC
nor its affiliates 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 or its affiliates.
(b) The provisions of this Section 13 shall survive termination of this
Agreement.
14. Description of Services.
(a) Services Provided on an Ongoing Basis. If Applicable.
(i) Calculate l2b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to complete
or correct
60
information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(vi) Prepare and mail to shareholders confirmation of activity;
(vii) Calculate front-end sales charges and deferred sales charges payable
in connection with the purchase of Series A Investor Class Shares
and Series B Investor Class Shares, respectively, and provide for
the payment of all such sales charges to or on behalf of the Fund's
distributor (unless otherwise instructed by the Fund or the Fund's
distributor);
(viii) Provide toll-free lines for direct shareholder use, plus customer
liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with PFPC;
(x) Provide periodic shareholder lists and statistics to the Fund;
(xi) Provide detailed data for underwriter/broker confirmations in
accordance with such procedures as may be agreed between the Fund
and PFPC;
(xii) Notify on a timely basis the investment adviser, accounting agent,
and custodian of fund activity;
(xiii) Perform other participating broker-dealer shareholder services as
agreed upon from time to time;
(xiv) Accept and post daily Share purchases and redemptions;
(xv) Accept, post and perform shareholder transfers and exchanges;
(xvi) Upon reasonable request, furnish monthly reports of transactions in
Fund Shares reflecting such information as agreed between the Fund
and PFPC from time to time.
(b) Purchase of Shares. PFPC shall issue and credit an account of an investor,
in the manner described in the Portfolio's prospectus, once it receives:
(i) A purchase order in completed proper form;
61
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order to the
Portfolio's custodian.
(c) Redemption of Shares. PFPC shall process requests to redeem Shares as
follows:
(i) All requests to transfer or redeem Shares and payment therefor shall
be made in accordance with the Portfolio's prospectus, when the
shareholder tenders Shares in proper form, accompanied by such
documents as PFPC reasonably may deem necessary.
(ii) PFPC reserves the right to refuse to transfer or redeem Shares until
it is reasonably satisfied that the endorsement on the instructions
is valid and genuine and that the requested transfer or redemption
is legally authorized, and it shall incur no liability for the
reasonable refusal, in good faith, to process transfers or
redemptions which PFPC, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
(iii) When Shares are redeemed, PFPC shall deliver to the Portfolio's
custodian (the "Custodian") and the Fund or its designee a
notification setting forth the number of Shares redeemed. Such
redeemed Shares shall be reflected on appropriate accounts
maintained by PFPC reflecting outstanding Shares of the Fund and
Shares attributed to individual accounts.
(iv) PFPC shall, upon receipt of the monies provided to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
established from time to time between PFPC and
62
the Fund.
(v) When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and made
payable to the broker-dealer on behalf of its customer, unless
otherwise instructed in writing by the broker-dealer.
(vi) PFPC shall not process or effect any redemption requests with
respect to Shares after receipt by PFPC or its agent of notification
of the suspension of the determination of the net asset value of the
applicable Portfolio.
(d) Dividends and Distributions. Upon receipt of a resolution of the Fund's
Board of Trustees authorizing the declaration and payment of dividends and
distributions, PFPC shall pay such dividends and distributions in cash.
Such payment, as well as payments upon redemption as described above,
shall be made after deduction and payment of the required amount of funds
to be withheld in accordance with any applicable tax laws or other laws,
rules or regulations. PFPC shall mail to the Fund's shareholders such tax
forms and other information, or permissible substitute notice, relating to
dividends and distributions paid by the Fund as are required to be filed
and mailed by applicable law, rule or regulation. PFPC shall prepare,
maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends above a stipulated amount paid by the
Fund to its shareholders as required by tax or other law, rule or
regulation.
(e) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for issuance of
Shares obtained through:
Any pre-authorized check plan; and
63
-- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for a shareholder's:
-- Exchange of Shares for shares of another fund with which the
Fund has exchange privileges;
-- Automatic redemption from an account where that shareholder
participates in an automatic redemption plan; and/or
-- Redemption of Shares from an account with a checkwriting
privilege.
(f) Records. PFPC shall maintain records of the accounts for each shareholder
showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held and number and class of Shares for
which certificates, if any, have been issued, including certificate
numbers and denominations;
(iii) Historical information regarding the account of each shareholder,
including: (a) information relating to dividends and distributions
paid, (b) the date and price for all transactions relating to a
shareholder's account, and (c) information necessary to calculate,
in accordance with the Fund's registration statement, the
appropriate contingent deferred sales charge ("CDSC") payable with
respect to Series B Investor Class Shares;
(iv) Any stop or restraining order placed against a shareholder's
account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform any
calculations required by this Agreement.
With respect to shareholder accounts maintained on the OEP System, PFPC
shall maintain sub-accounts for each shareholder requesting such services
in connection with Shares held by such shareholder in separate accounts on
the OEP System. Each such sub-account shall contain the same information
as that described above for accounts.
(g) Shareholder Inspection of Stock Records. PFPC will, upon request from a
Portfolio
64
shareholder to inspect stock records, notify the Fund and the Fund will
issue instructions granting or denying each such request. Unless PFPC has
acted contrary to Fund instructions, the Fund agrees to and does hereby
release PFPC from any liability for reasonable refusal of permission for a
particular shareholder to inspect the Fund's stock records.
(h) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
Written Instructions, PFPC shall cancel outstanding certificates
surrendered by the Fund to reduce the total amount of outstanding shares
by the number of shares surrendered by the Fund.
(i) Lost Shareholders. The following lost shareholder services shall not apply
with respect to NSCC networked accounts. PFPC shall perform such services
as are required in order to comply with rule 17Ad-17 of the 1934 Act (the
"Lost Securityholder Rule"), including, but not limited to, those set
forth below. PFPC may, in its sole discretion, use the services of a third
party to perform some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply
with the Lost Securityholder Rule; and
(iv) preparation and submission of data required under the Lost
Securityholder Rule. Except as set forth above, PFPC shall
have no responsibility for any escheatment services.
(j) Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy
solicitation service provider with respect to those items and for such
fees as agreed to from time to time in writing by the Fund and PFPC. If so
agreed from time to time in writing by the
65
Fund and PFPC, such services may include mailing proxy statements
and proxy cards to shareholders.
(k) IMPRESSNet(R) Services. PFPC shall provide to the Fund the services
specified in Exhibit B attached hereto and made a part hereof, subject to
and in accordance with the terms set forth in such Exhibit B, as such
Exhibit B may be amended from time to time.
(1) Anti-Money Laundering. The following anti-money laundering services do not
apply with respect to NSCC networked accounts. PFPC shall perform
reasonable actions necessary for the Fund to be in compliance with United
States federal anti-money laundering ("AML") laws applicable to investor
activity, including the Bank Secrecy Act and the USA PATRIOT Act of 2001.
In this regard, PFPC shall: (A) establish and implement written policies,
procedures and internal controls reasonably designed to prevent the Fund
from being used to launder money or finance terrorist activities; (B)
provide for independent testing, by an employee who is not responsible for
the operation of PFPC's AML program or by an outside party, for compliance
with PFPC's established AML policies and procedures; (C) designate a
person or persons responsible for implementing and monitoring the
operation and internal controls of PFPC's AML program; and (D) provide
ongoing training of PFPC personnel relating to the prevention of
money-laundering activities. PFPC shall provide to the Fund: (X) a copy of
PFPC's written AML policies and procedures (it being understood such
information is to be considered confidential and treated as such and
afforded all protections provided to confidential information under this
Agreement); (Y) at the option of PFPC, a copy of a written assessment or
report prepared by the party performing the independent testing for
compliance, or a summary thereof, or a certification that the findings of
the independent
66
party are satisfactory; and (Z) a summary of the AML training provided for
appropriate PFPC personnel. PFPC agrees to permit inspections relating to
PFPC's AML program by United States federal departments or regulatory
agencies with appropriate jurisdiction and to make available to examiners
from such departments or regulatory agencies such information and records
relating to PFPC's AML program as such examiners shall reasonably request.
(m) Regulatory Requests. PFPC will provide information and documentation
relating to the Fund or other assistance relating to such information and
documentation as the Fund may reasonably request to help the Fund respond
to any government or regulatory request, including but not limited to a
subpoena or request for information, provided, however, that if responding
to such a request would cause an undue burden on PFPC or would cause PFPC
to bear undue expense, PFPC at its option may decline such request or
shall be entitled to such fees or reimbursement of expenses as agreed to
by the Fund and PFPC.
(n) Fund Information Requests. PFPC will provide such information relating to
the Fund as the Fund may reasonably request in connection with the
services provided by PFPC to the Fund pursuant to this Agreement,
provided, however, that if responding to such a request would cause an
undue burden on PFPC or would cause PFPC to bear undue expense, PFPC at
its option may decline such request or shall be entitled to such fees or
reimbursement of expenses as agreed to by the Fund and PFPC.
(o) Other Services. PFPC will provide such additional services to the Fund
pursuant to this Agreement as shall be agreed in writing between the Fund
and PFPC from time to time.
67
15. Duration and Termination. This Agreement shall continue in effect for a term
of three years commencing as of the date hereof, and at the end of such
three-year period shall automatically continue for successive one-year terms,
provided, that the Fund's Board of Trustees ("Board") shall review this
Agreement from time to time and at least annually in reference to the terms and
conditions specifically set forth below in clauses (a)(i) to (a)(iii) of this
Section 15. Notwithstanding the above, this Agreement may be terminated:
(a) during the first three years, without the payment of any penalty for
such termination:
(i) by the Fund, on ninety (90) days prior written notice, as may
be required by and consistent with the Board's fiduciary
obligations under the 1940 Act in connection with any annual
review; however, in connection with such review of this
Agreement by the Board, the Board acknowledges the fees to be
received by PFPC hereunder are fair and reasonable for a
three-year term; or
(ii) by the Fund, on sixty (60) days prior written notice, if PFPC
is in material breach of this Agreement and PFPC has not
remedied such breach within such sixty (60) day period; or
(iii) by the Fund, on sixty (60) days prior written notice, if PFPC:
(1) enters into a transaction that would result in a change
of control of greater than 50% of the beneficial
ownership of the shares of beneficial interest of PFPC,
other than any such change of control where the Board
determines the successor entity has similar
68
financial standing and ability to provide services
hereunder as PFPC; or
(2) files a petition for bankruptcy, or another comparable
filing by PFPC has occurred; or
(3) has a materially impaired financial condition; or
(4) has a significant regulatory problem or is the subject
of a significant regulatory investigation; and
in the case of subsections (1) through (4) above, the
Board determines in the exercise of its fiduciary
obligations under the 1940 Act that such event
materially impairs PFPC's ability to perform its duties
under this Agreement; or
(iv) by PFPC, on one hundred fifty (150) days prior written notice,
if the Fund is in material breach of the Agreement; and
(b) at any time after the first three years, without the payment of any
penalty, on ninety (90) days prior written notice by the Fund or on
one hundred fifty (150) days prior written notice by PFPC.
In the event of termination by the Fund pursuant to Sections 15(a)(i) or
(b) or by PFPC after a material breach of this Agreement by the Fund, all
expenses (which shall not be deemed a penalty) associated with movement
(or duplication) of records and materials, deconversion and conversion to
a successor transfer agent or other service provider incurred by PFPC,
will be borne by the Fund.
During the first three years commencing as of the date hereof, BlackRock
Advisors, Inc.
69
will not recommend termination of this Agreement provided such action or
inaction by BlackRock Advisors, Inc. is not contrary to its fiduciary
obligations to the Fund.
16. Notices. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to the Fund, at
BlackRock Bond Allocation Target Shares, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxxxxx, Esq. 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 telegram, cable, telex or 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 a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
18. Assignment. PFPC may assign this Agreement to any affiliate of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC obtains the Fund's
prior written consent to 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. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. Registration as a Transfer Agent. PFPC represents that it is currently
registered with
70
the appropriate Federal agency for the registration of transfer agents, and that
it will remain so registered for the duration of this Agreement. PFPC agrees
that it will promptly notify the Fund in the event of any material change in its
status as a registered transfer agent. Should PFPC fail to be registered with
the appropriate Federal agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to PFPC, immediately terminate this
Agreement as to any or all Portfolios of the Fund.
22. 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.
(b) No Changes that Materially Affect Obligations. Notwithstanding anything in
this Agreement or otherwise to the contrary, the Fund agrees that no
modifications to its registration statement and no policies which it may
adopt or resolutions which the Board may adopt will affect materially the
obligations or responsibilities of PFPC hereunder without the prior
written approval of PFPC, which approval shall not be unreasonably
withheld or delayed.
(c) 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.
(d) Information. The Fund will provide such information and documentation as
PFPC may reasonably request in connection with services provided by PFPC
to the Fund.
(e) Governing Law. This Agreement shall be deemed to be a contract made in
Delaware and
71
governed by Delaware law, without regard to principles of conflicts of
law.
(f) 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.
Nothwithstanding the foregoing sentence, if any provision of this
Agreement relating directly or indirectly to the term of this Agreement
shall be held or made invalid by a court decision, statute, rule or
otherwise, the parties shall immediately negotiate in good faith in order
to agree upon a new provision which is either (i) economically equivalent
to the invalid provision or (ii) acceptable to the party adversely
affected by the invalidity of the prior provision.
(g) 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.
(a) No Representations or Warranties. Except as expressly provided in this
Agreement, PFPC 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 disclaims any warranty of title or non-infringement except
as otherwise set forth in this Agreement.
(b) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such
party.
(c) Privacy. Each party hereto acknowledges and agrees that, subject to the
reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11,
it shall not disclose the non-public personal information of investors in
the Fund obtained under this Agreement,
72
except as necessary to carry out the services set forth in this Agreement
or as otherwise permitted by law or regulation.
(d) Customer Identification Program Notice. To help the United States
government fight the funding of terrorism and money laundering activities,
United States 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. Certain of PFPC's affiliates are financial institutions,
and PFPC may, as a matter of policy, request (or may have already
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 may also ask (and may
have already asked) for additional identifying information, and PFPC may
take steps (and may have already taken steps) to verify the authenticity
and accuracy of these data elements.
(h) Liability of Trustees, etc. Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto acknowledge and agree
that, as provided in Section 5.1 of Article V of the Amended and Restated
Agreement and Declaration of Trust of the Fund, this Agreement is executed
by the Trustees and/or officers of the Fund, not individually but as such
Trustees and/or officers of the Fund, and the obligations hereunder are
not binding upon any of the Trustees, officers or shareholders
individually, but bind only the estate of the Fund.
73
23. Customer Identification Program Services.
(a) To help the Fund comply with its Customer Identification Program (which
the Fund is required to have under regulations issued under Section 326 of
the USA PATRIOT Act) PFPC will do the following:
(a) Implement procedures under which new accounts in the Portfolios are
not established unless PFPC has obtained the name, date of birth
(for natural persons only), address and taxpayer identification
number (for United States persons) or taxpayer identification
number, passport number and country of issuance, alien
identification card number and country of issuance or any other
government-issued document evidencing nationality or residence
(collectively, the "Data Elements") for each corresponding
"Customer" (as defined in 31 CFR 103.131).
(i) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or after each
corresponding new account is opened. Methods of verification may
consist of non-documentary methods (for which PFPC may use
unaffiliated information vendors to assist with such verifications)
and documentary methods (as permitted by 31 CFR 103.131), and may
include procedures under which PFPC personnel perform enhanced due
diligence to verify the identities of Customers the identities of
whom were not successfully verified through the first-level (which
will typically be reliance on results obtained from an information
vendor) verification process(es).
74
(ii) Record the Data Elements and maintain records relating to
verification of new Customers consistent with 31 CFR 103.131(b)(3).
(iii) Determine whether any Customer's name appears on a list of known or
suspected terrorists or terrorist organizations designated by the
Department of the Treasury, if any, consistent with 31 CFR
103.131(b)(4).
(iv) Regularly report to the Fund about measures taken under (i)-(iv)
above.
(v) If PFPC provides services by which prospective Customers may
subscribe for shares in the Fund via the Internet or telephone, work
with the Fund to notify prospective Customers, consistent with 31
CFR 103.131(b)(5), about the Fund's Customer Identification Program.
(vi) Annually, or upon the Fund's reasonable request, certify that PFPC
continues to implement its duties set forth under this Section
23(a).
(b) Notwithstanding anything in this Agreement or otherwise to the contrary,
and without expanding the scope of the express language set forth above in
Section 23(a), PFPC need not collect the Data Elements for (or verify)
prospective customers (or accounts) beyond the requirements of relevant
customer identification program regulations (for example, PFPC will not
verify customers opening accounts through NSCC) and PFPC need not perform
any task that need not be performed for the Fund to be in compliance with
relevant customer identification program regulations.
(a) Notwithstanding anything in this Agreement or otherwise to the contrary,
PFPC need not perform any of the steps described above in this Section 23
with respect to persons purchasing Shares via exchange privileges.
75
(c) The Fund shall provide PFPC with the Fund's Anti-Money Laundering Policy
adopted by the Fund's Board of Trustees on September 10, 2004 (as well as
any supplements or amendments thereto) and the Fund's Customer
Identification Program adopted by the Fund's Board of Trustees on
September 10, 2004 (as well as any supplements or amendments thereto).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of September 10, 2004.
PFPC INC.
By: ___________________________________
Title: ________________________________
BLACKROCK BOND ALLOCATION TARGET SHARES
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Title: Treasurer
--------------------------------
By executing this joinder to this Agreement, BlackRock Advisors, Inc. hereby
agrees to be bound by all of the terms, provisions, covenants and obligations
set forth in Section 15 of this Agreement.
BLACKROCK ADVISORS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Title: Director
--------------------------------
76
EXHIBIT A
THIS EXHIBIT A, dated as of September 30, 2004, is Exhibit A to that
certain Transfer Agency Agreement dated of even date between PFPC Inc. and
BlackRock Bond Allocation Target Shares.
PORTFOLIOS
Series S Portfolio
Series C Portfolio
Series M Portfolio
Series P Portfolio
Series I Portfolio
77
EXHIBIT B
IMPRESSNet(R) SERVICES
1. Definitions. Any term not herein defined in this Exhibit B shall have the
meaning given such term in the Agreement. The following definitions shall apply
to this Exhibit B:
(a) "End-User" means any user authorized by the Fund to access the PFPC
System via IMPRESSNet(R).
(b) "Fund Web Site" means the collection of electronic documents,
electronic files and pages residing on any computer system(s) maintained on
behalf of the Fund, connected to the Internet and accessible by hypertext link
through the World Wide Web to and from IMPRESSNet(R)
(c) "IMPRESSNet(R) Services" means the services identified in Section 2
hereof to be provided by PFPC utilizing the Fund Web Site, the Internet and
certain software, equipment and systems provided by PFPC, telecommunications
carriers and security providers which have been certified by ICSA or a
nationally-recognized audit firm (including but not limited to firewalls and
encryption), whereby Inquires may be performed by accessing IMPRESSNet(R) via
hypertext link from the Fund Web Site.
(d) "Inquiry" means any access to the PFPC System via IMPRESSNet(R)
initiated by an End-User which is not a Transaction.
(e) "InterNet(R) means the communications network comprised of multiple
communications networks linking education, government, industrial and private
computer networks.
(f) "IMPRESSNet(R)" means the collection of electronic documents,
electronic files and pages residing on PFPC's computer system(s) (or those
elements of the computer system of one or more Internet Service Providers
("ISPs") retained by PFPC and necessary for PFPC's services hereunder),
connected to the Internet and accessible by hypertext link from the Fund Web
Site through the World Wide Web, where the Inquiry data fields and related
screens provided by PFPC may be viewed.
(g) "Shareholder" means the record owner or authorized agent of the record
owner of shares of the Fund.
2. PFPC Responsibilities. Subject to the provisions of this Exhibit B,
PFPC shall provide or perform, or shall retain other persons to provide or
perform, the following, at PFPC's expense (unless otherwise provided herein):
78
(a) provide all computers, telecommunications equipment, encryption
technology and other materials and services reasonably necessary to develop and
maintain IMPRESSNet(R) to permit persons to be able to view information about
the Fund and to permit End-Users with appropriate identification and access
codes to perform Inquiries;
(b) process the set up of personal identification numbers ("PIN"), as
described in the IMPRESSNet(R) Product Guide provided to the Fund, which shall
include verification of initial identification numbers issued, reset and
activation of personalized PIN's and reissue of new PIN's in connection with
lost PIN's;
(e) provide installation services which shall include, review and approval
of the Fund's network requirements, recommending method of establishing (and, as
applicable, cooperate with the Fund to implement and maintain) a hypertext link
between IMPRESSNet(R) and the Fund Web Site and testing the network connectivity
and performance;
(f) establish systems to guide, assist and permit End-Users who access
IMPRESSNet(R) from the Fund Web Site to electronically perform Inquires;
(g) deliver to the Fund one (1) copy of the PFPC IMPRESSNet(R) Product
Guide, as well as all updates thereto on a timely basis;
(h) deliver a monthly billing report to the Fund, which shall include a
report of Inquiries;
(i) provide a form of encryption that is generally available to the public
in the United States for standard Internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable for this
type of information and data) and exercise commercially reasonable efforts to
attempt to maintain the security and integrity of IMPRESSNet(R);
(j) exercise reasonable efforts to maintain all on-screen disclaimers and
copyright, trademark and service xxxx notifications, if any, provided by the
Fund to PFPC in writing from time to time, and all "point and click" features of
IMPRESSNet(R) relating to Shareholder acknowledgment and acceptance of such
disclaimers and notifications;
(k) provide periodic site visitation (hit reports) and other information
regarding End-User activity under this Exhibit B as agreed by PFPC and the Fund
from time to time;
(1) monitor the telephone lines involved in providing IMPRESSNet(R)R
Services and inform the Fund promptly of any malfunctions or service
interruptions;
(m) periodically scan PFPC's Internet interfaces and IMPRESSNet(R) for
viruses and promptly remove any such viruses located thereon; and
79
(n) maintenance and support of IMPRESSNet(R), which includes providing
error corrections, minor enhancements and interim upgrades to IMPRESSNet(R)
which are made generally available to IMPRESSNet(R) customers and providing help
desk support to provide assistance to Fund employees with the Fund's use of
IMPRESSNet(R); maintenance and support shall not include (i) access to or use of
any substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by PFPC to IMPRESSNet(R) clients, as determined solely by PFPC; or
(ii) maintenance of customized features.
Notwithstanding anything in this Exhibit B or the Agreement to the contrary, the
Fund recognizes and acknowledges that (i) a logon I.D. and PIN are required by
End-Users to access PFPC's IMPRESSNet(R); (ii) End-User's Web Browser and ISP
must support Secure Socket Layer (SSL) encryption technology; and (iii) PFPC
will not provide any software for access to the Internet; software must be
acquired from a third-party vendor.
3. Fund Responsibilities. Subject to the provisions of this Exhibit B and the
Agreement, the Fund shall at its expense (unless otherwise provided herein):
(a) provide, or retain other persons to provide, all computers,
telecommunications equipment, encryption technology and other materials,
services, equipment and software reasonably necessary to develop and maintain
the Fund Web Site, including the functionality necessary to maintain the
hypertext links to IMPRESSNet(R);
(b) promptly provide PFPC written notice of changes in Fund policies or
procedures requiring changes to the IMPRESSNet(R) Services;
(c) work with PFPC to develop Internet marketing materials for End-Users
and forward a copy of appropriate marketing materials to PFPC;
(d) revise and update the applicable prospectus(es) and other pertinent
materials, such as user agreements with End-Users, to include the appropriate
consents, notices and disclosures for IMPRESSNet(R) Services, including
disclaimers and information reasonably requested by PFPC;
(e) maintain all on-screen disclaimers and copyright, trademark and
service xxxx notifications, if any, provided by PFPC to the Fund in writing from
time to time, and all "point and click" features of the Fund Web Site relating
to acknowledgment and acceptance of such disclaimers and notifications; and
(f) design and develop the Fund Web Site functionality necessary to
facilitate, implement and maintain the hypertext links to IMPRESSNet(R) and the
various Inquiry and Transaction web pages and otherwise make the Fund Web Site
available to End-Users.
4. Standards of Care for Internet Services.
80
(a) Notwithstanding anything in the Agreement or this Exhibit B to the
contrary (other than as set forth in the immediately succeeding sentence) with
respect to the provision of services set forth in this Exhibit B (i) PFPC shall
be liable only for its own willful misfeasance, bad faith, negligence or
reckless disregard in the provision of such services and (ii) the Fund shall
indemnify, defend and hold harmless PFPC and its affiliates (including their
respective officers, directors, agents and employees) from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities arising under the Securities
Laws and any state and foreign securities and blue sky laws) incurred by such
indemnified parties with respect to such services except for those for which
PFPC is liable under sub-clause (i) of this sentence. For clarity, the
provisions of the immediately preceding sentence shall not limit Sections 13(b)
or 13(c) of the Agreement or Section 7(c) of this Exhibit B. The provisions of
this Section 4(a) shall survive termination of the Agreement and the provision
of services set forth in this Exhibit B.
(b) Notwithstanding anything to the contrary contained in the Agreement or
this Exhibit B, PFPC shall not be obligated to ensure or verify the accuracy or
actual receipt, or the transmission, of any data or information contained in any
transmission via IMPRESSNet(R) Services or the consummation of any Inquiry or
Transaction request not actually received by PFPC. The Fund shall advise
End-Users to promptly notify the Fund or PFPC of any errors or inaccuracies in
Shareholder data or information transmitted via IMPRESSNet(R) Services.
5. Proprietary Rights.
(a) Each of the parties acknowledges and agrees that it obtains no rights
in or to any of the software, hardware, processes, trade secrets, proprietary
information or distribution and communication networks of the other under this
Exhibit B. Any software, interfaces or other programs a party provides to the
other under this Exhibit B shall be used by such receiving party only during the
term of this Exhibit B and only in accordance with the provisions of this
Exhibit B and the Agreement. Any interfaces, other software or other programs
developed by one party shall not be used directly or indirectly by or for the
other party or any of its affiliates to connect such receiving party or any
affiliate to any other person, without the first party's prior written approval,
which it may give or withhold in its sole discretion. Except in the normal
course of business and in conformity with federal copyright law or with the
other party's consent, neither party nor any of its affiliates shall disclose,
use, copy, decompile or reverse engineer any software or other programs provided
to such party by the other in connection herewith.
(b) The Fund Web Site and IMPRESSNet(R) may contain certain intellectual
property, including, but not limited to, rights in copyrighted works, trademarks
and trade dress that is the property of the other party. Each party retains all
rights in such intellectual property that may reside on the other party's web
site, not including any intellectual property provided by or otherwise obtained
from such other party. To the extent the intellectual property of one party is
cached to expedite communication, such party grants to the other a limited,
non-exclusive, nontransferable license to such intellectual property for a
period of time no longer than that reasonably necessary for the communication.
To the extent that the intellectual property of one
81
party is duplicated within the other party's web site to replicate the "look and
feel," "trade dress" or other aspect of the appearance or functionality of the
first site, that party grants to the other a limited, non-exclusive,
non-transferable license to such intellectual property for the duration of this
Exhibit B. This license is limited to the intellectual property needed to
replicate the appearance of the first site and does not extend to any other
intellectual property owned by the owner of the first site. Each party warrants
that it has sufficient right, title and interest in and to its web site and its
intellectual property to enter into these obligations, and that to its
knowledge, the license hereby granted to the other party does not and will not
infringe on any United States patent, United States copyright or other United
States proprietary right of a third party.
(c) Each of the parties hereto agrees that the nonbreaching party would
not have an adequate remedy at law in the event of the other party's breach or
threatened breach of its obligations under Sections 5(a) or 5(b) of this Exhibit
B and that the nonbreaching party would suffer irreparable injury and damage as
a result of any such breach. Accordingly, in the event either party breaches or
threatens to breach the obligations set forth in Sections 5(a) or 5(b) of this
Exhibit B, in addition to and not in lieu of any legal or other remedies a party
may pursue hereunder or under applicable law, each party hereto hereby consents
to the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it by
a court of competent jurisdiction, without the necessity of proving actual
damages or posting any bond or other security therefor, prohibiting any such
breach or threatened breach. In any proceeding upon a motion for such equitable
relief, a party's ability to answer in damages shall not be interposed as a
defense to the granting of such equitable relief. The provisions of this Section
5(c) shall survive termination of the Agreement and the provision of services
set forth in this Exhibit B.
6. Representation and Warranty. Neither party shall knowingly insert into any
interface, other software, or other program provided by such party to the other
hereunder, or accessible on IMPRESSNet(R) or the Fund Web Site, as the case may
be, any "back door," "time bomb," "Trojan Horse," "worm," "drop dead device,"
"virus" or other computer software code or routines or hardware components
designed to disable, damage or impair the operation of any system, program or
operation hereunder. For failure to comply with this warranty, the non-complying
party shall immediately replace all copies of the affected work product, system
or software. All costs incurred with replacement including, but not limited to,
cost of media, shipping, deliveries and installation shall be borne by such
party.
7. Liability Limitations; Indemnification.
(a) The Internet. Each party acknowledges that the Internet is an
unsecured, unstable, unregulated, unorganized and unreliable network, and that
the ability of the other party to provide or perform services or duties
hereunder is dependent upon the Internet and equipment, software, systems, data
and services provided by various telecommunications carriers, equipment
manufacturers, firewall providers, encryption system developers and other
vendors and third parties. Each party agrees that the other shall not be liable
in any respect for the functions or malfunctions of the Internet. Each party
agrees the other shall not be liable in any respect for the actions or omissions
of any third party wrongdoers (i.e., hackers not employed by such party or
82
its affiliates) or of any third parties involved in the IMPRESSNet(R) Services
and shall not be liable in any respect for the selection of any such third
party, unless such party selected the third party in bad faith or in a negligent
manner.
(b) PFPC's Explicit Disclaimer of Certain Warranties. EXCEPT AS
SPECIFICALLY PROVIDED IN SECTIONS 2 AND 4 OF THIS EXHIBIT B, ALL SOFTWARE AND
SYSTEMS DESCRIBED IN THIS EXHIBIT B ARE PROVIDED "AS-1S" ON AN "AS-AVAILABLE"
BASIS, AND PFPC HEREBY SPECIFICALLY` DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
(c) Cross-Indemnity. Each party hereto agrees to indemnify, defend and
hold harmless the other party and its affiliates (and their respective officers,
directors, agents and employees) from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, attorneys' fee and
disbursements and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) ("Liabilities") arising in connection
with any claims that any IMPRESSNet(R) Services or related work product
infringes any proprietary or other rights or any infringement claim against any
of such persons based on the party's intellectual property licensed to the other
party hereunder (provided the other party has used such intellectual property in
conformity with the product guidelines), except to the extent such Liabilities
result directly from the negligence or knowing or willful misconduct of the
other party or its related indemnified parties. The provisions of this Section
7(c) shall survive termination of the Agreement and the provision of services
set forth in this Exhibit B.
8. Miscellaneous.
(a) Independent Contractor. The parties hereto are and shall remain
independent contractors, and nothing herein shall be construed to create a
partnership or joint venture between them and none of them shall have the power
or authority to bind or obligate the other in any manner not expressly set forth
herein. Any contributions to IMPRESSNet(R) by the Fund and any contributions to
the Fund Web Site by PFPC shall be works for hire pursuant to Section 101 of the
Copyright Act.
(b) Conflict with Agreement. In the event of a conflict between specific
terms of this Exhibit B and the Agreement, this Exhibit B shall control as to
IMPRESSNet(R) Services.
83
September 10, 2004
BLACKROCK BOND ALLOCATION TARGET SHARES
Re: Transfer Agency Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Agreement dated
September 10, 2004 between BlackRock Bond Allocation Target Shares ("you" or the
"Fund") and PFPC, as amended or amended and restated from time to time (the
"Agreement") for services provided on behalf of each of the Fund's investment
portfolios (each a "Portfolio"). Pursuant to the Agreement, and in consideration
of the services to be provided to each Portfolio, the Fund will pay PFPC certain
fees and reimburse PFPC for its out-of-pocket and other expenses incurred on its
behalf, as set forth below. This letter supercedes all previous fee agreements
with respect to the fees set forth herein.
1) Account Fee:
Open Direct Account $15.00 per account per annum
Open NSCC NT Level III Accounts $10.00 per account per annum
Closed Account: $ 2.50 per account per annum
Fees shall be calculated and paid monthly based on one-twelfth (1/12th) of
the annual fee. A closed account is defined as having a zero balance with
no dividend payable. Closed accounts are purged annually after year-end
tax reporting.
2) Annual Base Fee:
The annual base fee shall be $15,000.00 per cusip and shall be calculated
and paid monthly based on one-twelfth (1/12th) of the annual fee.
3) Transaction Charges (Applies to all non-NT Level III Accounts):
Manual Transaction: $ 2.00 per transaction
Telephone Calls: $ 2.50 per minute
New Account Opening: $ 5.00 per account
4) PFPCFundSERV/Networking Fees:
PFPC Setup fee: $ 2,000.00 One-time Setup charge per
fund family (PFPC and Fund acknowledge
previously paid)
PFPC Transaction fees:
84
NSCC FundSERV $ .10 per transaction
$ .15 per transaction, if the trade is
confirmed the same day
Commission Settlement: No charge
ACATS: No charge
Mutual Fund Profile Service: $10.00 per month per fund/class
Note: NSCC will deduct its direct monthly fee on the 15th of each month
from PFPC's cash settlement that day. PFPC will include these charges as
an out-of-pocket expense on its next invoice.
(5) Anti-Money Laundering /Customer Identification Program (CIP)
$.35 per direct account
6) Training:
$2,500.00 per year/per cusip
7) Miscellaneous Charges include, but are not limited to, charges for the
following products and services as applicable: ad hoc reports, ad hoc SQL time,
banking services, COLD storage, digital recording, training,
microfiche/microfilm production, magnetic media tapes and freight, pre-printed
stock (including business forms, certificates, envelopes, checks and
stationary), consolidated statement charges, audio response charges, negotiated
time and materials for development and programming costs and conversion and
deconversion expenses (unless otherwise agreed).
8) Out-of-Pocket Expenses include, but are not limited to: telephone lines,
postage, overnight delivery, mailgrams, hardware/phone lines for data
transmissions and remote terminal(s), wire fees, ACH charges, exchange fee,
record retention and storage, b/c notices, account transcripts, labels, user
tapes, travel expenses, and expenses incurred at the direction of the Fund.
Out-of-pocket expenses are billed as they are incurred.
9) Shareholder Expenses include, but are not limited to: XXX/Xxxxx processing,
exchange fees between Portfolios, requests for account transcripts, returned
checks, lost certificate bonding, overnight delivery as requested by the
shareholder, and wire fee for disbursement if requested by the shareholder.
Shareholder expenses are billed as they are incurred.
Any fee, out-of-pocket expenses or shareholder expenses not paid within 30
days of the date of the original invoice will be charged a late payment fee of
1% per month until payment of the fees are received by PFPC.
The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion which such period bears to the
full annual period.
Each party hereto is represented by counsel, and no presumptions shall
arise favoring any party by virtue of the authorship of any provision of this
letter.
85
If the foregoing accurately sets forth our agreement and you intend to be
legally bound hereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: ___________________________________
Name: _________________________________
Title: ________________________________
Agreed and Accepted:
BLACKROCK BOND ALLOCATION TARGET SHARES
By: Xxxx X. Xxxxx
---------------------
Name: Xxxx X. Xxxxx
-------------------
Title: Treasurer
-------------------
86
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
BlackRock Funds, a Massachusetts business trust (the "Fund") and PFPC
Inc., a Massachusetts corporation (formerly known as Provident Financial
Processing Corporation, "PFPC"), are parties to the Transfer Agency Agreement
between the Fund and PFPC dated October 4, 1989 (as amended and restated as of
February 10, 2004 and as amended, supplemented or otherwise modified from time
to time, the "Agreement").
W I T N E S S E T H:
WHEREAS, the Fund and PFPC wish to further amend the Agreement as of
January 31, 2006;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree to amend the Agreement as follows:
1. By deleting the language of Section 11 in its entirety and inserting
the following:
11. Compensation.
(a) As compensation for services rendered by PFPC during the term of
this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to in writing from time to time by the Fund and PFPC.
(b) PFPC shall establish certain cash management accounts ("Service
Accounts") required to provide services under this Agreement. The Fund
acknowledges (i) PFPC may receive investment earnings from sweeping the
funds in such Service Accounts into investment accounts including, but not
limited, investment accounts maintained at an affiliate or client of PFPC;
(ii) balance credits earned with respect to the amounts in such Service
Accounts ("Balance Credits") will be used to offset the banking service
fees imposed by the cash management service provider (the "Banking Service
Fees"); (iii) PFPC shall retain any excess Balance Credits for its own
use; (iv) Balance Credits will be calculated and applied toward the Fund's
Banking Service Fees regardless of the Service Account balance sweep
described in Section 11(b)(i).
(c) PFPC may use the services of third-party vendors in connection
with the issuance of redemption and distribution checks and may receive
benefits obtained from any arrangements with such vendors, including any
commission or return on float paid to
1
it by any such vendors, provided however, PFPC shall on a monthly basis
pay to the Fund an amount equal to 90% of the redemption and distribution
check balances held by such vendors multiplied by the current Treasury
Xxxx Rate less thirty basis points (i.e., 90% of balances x (T-Xxxx - 30
basis pts.)).
2. By amending Section 14 by inserting the following language after
Section 14(s) and renumbering Section 14(t) as 14(u):
(t) In connection with the Fund's obligations under Rule 38a-1 of
the 1940 Act, PFPC shall (i) provide, via internet access, PFPC's policies
and procedures related to the services that PFPC is required to perform
pursuant to this Agreement and summaries thereof, (ii) provide e-mail
notification of updates to such policies and procedures, and (iii) upon
request provide quarterly certifications with respect to such policies and
procedures.
Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.
2
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed as of January 31, 2006.
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
---------------------------
Executive Vice President
Title: Senior Managing Director
------------------------
BLACKROCK FUNDS
By: /s/ Xxxxx Xxxxxx
---------------------------
Title: President
------------------------
3
October 31, 2006
THE BLACKROCK FUNDS
Listed on Schedule A
Re: Transfer Agency Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Agreement dated
October 4, 1989 between the Funds (as defined on Schedule A attached hereto)
("you" or the "Fund") and PFPC, as amended or amended and restated from time to
time (the "Agreement") for services provided on behalf of each of the Fund's
investment portfolios (each a "Portfolio")(the "Fee Letter"). Pursuant to the
Agreement, and in consideration of the services to be provided to each
Portfolio, the Fund will pay PFPC certain fees and reimburse PFPC for its
out-of-pocket and other expenses incurred on its behalf, as set forth below.
This Fee Letter is effective as of October 1, 2006. This Fee Letter supersedes
all previous fee agreements between PFPC and the Funds with respect to the fees
set forth herein under the Agreement.
1) Account Fee:
Open Direct Account $ 16.00 per account per annum
Open NSCC Level III Accounts $ 4.00 per account per annum
Closed Account: $ 1.50 per account per annum
Fees shall be calculated and paid monthly based on one-twelfth (1/12th) of
the annual fee. A closed account is defined as having a zero balance for
more than 15 days and no dividend payable. Closed accounts are purged
annually after year-end tax reporting.
2) Annual Base Institutional Fee:
The annual base fee shall be $ 5,750 per Institutional CUSIP excluding
BlackRock and Service class shares. Fees shall be calculated and paid
monthly based on one-twelfth (1/12th) of the annual fee. This fee will be
allocated based on net assets per CUSIP.
3) Variable Series and Series Funds Fee:
The annual base bee shall be $5,000 per Variable Series Portfolio. Fees
shall be calculated and paid monthly based on one-twelfth (1/12th) of the
annual fee.
4) XXX Custodian Fee:
Active XXX Accounts: $15.00 per social security number per annum*
5) Annual Retirement Plan Document Fees:
XXX-Traditional (includes SEP) $500
XXX - Xxxx $500
XXX - Simple $500
Xxxxxxxxx ESA $500
- 1 -
Non-ERISA 403 (b) (7) $750
Money Purchase $750
Profit Sharing $750
EZ-k $750
6) Transaction Charges:
Purchase/Redemption/Transfer/
Maintenance: $ 2.00 per transaction (Waived)
Customer Service/Broker Phone Calls: $ 5.00 per call (Waived)
New Account Opening: $ .40 per account (electronic
interface) (Waived)
$ 5.00 per account (paper)
(Waived)
12b-1 calculation: $ .25 per account (per annum)
(Waived)
Checkwriting: $ 1.85 per account with check
writing (per annum)
$ .10 per check transaction
(non-return of checks)
$12.50 each - stop payments*
$15.00 each - non-sufficient
funds*
$ 2.50 each - check copy*
Wires (receipt/disbursement; $ 7.50 per wire*
international/domestic)
ACH Transaction: $ .20 per item
Returned purchase check: $20.00 each*
*May be paid by the shareholder.
7) PFPC FundSERV/Networking Fees:
PFPC Setup fee: $ 2,000.00 One-time Setup charge
per fund family (PFPC and Fund
acknowledge these amounts have
been paid)
PFPC Transaction fees:
NSCC FundSERV $ .10 per transaction
$ .15 per transaction, if the
trade is confirmed the same day
Commission Settlement: No charge
ACATS: No charge
Mutual Fund Profile Service: $10.00 per month per fund/class
Note: NSCC will deduct its direct monthly fee on the 15th of each month
from PFPC's cash settlement that day. PFPC will include these charges as
an out-of-pocket expense on its next invoice.
8) Anti-Money Laundering Fee:
The anti-money laundering fee shall be $0.15 per open non-network level
III account per year, not to exceed $1,500 per month.
9) Customer Identification Program (CIP)
- 2 -
$2.25 per new customer verification. (Applicable to new non-network level
III accounts only.) $0.24 per CIP result stored in the database per year.
(Results are stored for a maximum of 5 years.)
10) Training:
$150 per hour, per resource
11) Voice Response:
(Average monthly call volume < 2,000)
One Time Set-Up Fee: $10,000
Monthly Maintenance Fee: $1,000
Per Minute Fee: $0.23
Per Call Fee: $0.10
(Average monthly call volume > 2,000)
One Time Set-Up Fee: $10,000
Monthly Maintenance Fee: $500
Per Minute Fee: $0.23
Per Call Fee: $0.10
12) Cost Basis Accounting:
One-time set-up charge: $50,000
Full Service: $0.15 per eligible account per month
Network Level III Accounting: $0.35 per eligible account per year
13) DAZL(R) Fees: (if applicable)
One-time set-up fee $5,000 (Waived)
Monthly Maintenance Fee: $1,000
DAZL(R) Base Transmission Fee/Record:
Price records $0.015
Other records $0.030
(security, distribution, account master, transaction, position)
DAZL(R)Direct/Interactive/Trust/401K/ICI/Mgt. Co. Level Fee/Record:
Price records $0.01
Other records $0.01
(security, distribution, account master, transaction, position)
Enhancement Fee: $175.00/hour
The aggregate Fees are not to exceed $20,833.33 per month.
- 3 -
14) Electronic provision of monthly statement information from PFPC's OEP
institutional transfer agency system ("OEP System"):
$300.00 per month
15) E-Presentment of Quarterly Statements:
Implementation fee: Waived
PDF conversion: 1 million Images or less $0.05 per Image
1 million-3 million Images $0.04 per Image
PDF storage: $0.01 per Image
16) NextGen(R) Services - Retail
One Time Set-Up Fee (PFPC and Fund acknowledge that these amounts have
been paid)
--------------------------------------------------------------------------------
Number of Accounts
counted at implementation) Set-Up Fee
--------------------------------------------------------------------------------
Less than 20,000 Accounts $15,000
--------------------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $20,000
--------------------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $25,000
--------------------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $30,000
--------------------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $40,000
--------------------------------------------------------------------------------
Over 1,000,000 Accounts $50,000
--------------------------------------------------------------------------------
Annual Recurring Fee - Starts in Year 1:
--------------------------------------------------------------------------------
Number of Accounts(1) Annual Fee
--------------------------------------------------------------------------------
Less than 20,000 Accounts $10,500
--------------------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $14,000
--------------------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $17,500
--------------------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $21,000
--------------------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $28,000
--------------------------------------------------------------------------------
Over 1,000,000 Accounts $35,000
--------------------------------------------------------------------------------
Monthly Minimums:
--------------------------------------------------------------------------------
Inquiry Transaction
Number of Accounts Minimum Minimum
--------------------------------------------------------------------------------
Less than 20,000 Accounts $1,200 $120
--------------------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $1,600 $160
--------------------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $2,000 $200
--------------------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $2,600 $260
--------------------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $3,200 $320
--------------------------------------------------------------------------------
Over 1,000,000 Accounts $4,000 $400
--------------------------------------------------------------------------------
----------
(1) Counted at implementation and then at each subsequent anniversary date
from the date of implementation. Annual fee will be adjusted each year (if
adjustment is applicable).
- 4 -
17) Inquiry / Transaction / Account Maintenance/ New Account Set-Up Fees:
The fee for an Account Inquiry is $0.10 per occurrence. For an Account
Transaction, the fee is $0.50 per occurrence. The fee for Account
Maintenance is $1.00 per occurrence. The fee for New Account Set-Up is
$1.50 per occurrence. These fees are tracked and billed monthly. A minimum
monthly fee applies (as set forth above) for both inquiries and
transactions.
Volume Discount for Inquiries:
--------------------------------------------------------------------------------
(Over life of the Agreement) Fee per Inquiry
Number of Inquiries
--------------------------------------------------------------------------------
Less than 100,000 Inquiries $0.10
--------------------------------------------------------------------------------
Between 100,001 and 200,000 Inquiries $0.08
--------------------------------------------------------------------------------
Between 200,001 and 300,000 Inquiries $0.05
--------------------------------------------------------------------------------
Over 300,000 Inquiries $0.03
--------------------------------------------------------------------------------
Other Fees:
Customization Fee: $175 per hour - $225 per hour, depending upon technical
resources needed
18) Data Repository and Analytic Suite- $120,000 per annum, 10,000 per month
for up to 25 IDs $400 one time license fee (for IDs over 25) and $100
annual maintenance fee (for IDs over 25)
19) Customer Management Suite License Fees:
First 30 seats at $4,300 per seat per annum
Next 30 seats at $4,000 per seat per annum
Over 60 seats at $3,700 per seat per annum
20) COLD (Computer Output to Laser Disk) Storage:
$10,000 on time license fee plus
$.009 per page
21) Disaster Recovery Services
One Time Facility/Technology Set Up Fee $ 50,000
Includes preparation of 18 workstations/call center seats, desktop PC's
and provisioning of ACD and any related VRU configuration to enable the
receipt and routing of BlackRock calls delivered to PFPC via toll-free
allocation.
Service Access Fee $250/seat/month ($4,500/month for 18 seats)
Includes provision of seats for agents equipped with an ACD set, fully
operational desktop with BlackRock required applications, recorded lines,
and typical office workstation supplies.
Use of Seats/Workstations $3,200/event
- 5 -
Disaster Recovery Testing $3,200/event
Call Routing/Related Testing Changes $250 per change
22) Dedicated Team/Programming Charges
1st FTE Resource (2000 hrs/yr) @ $125,000 per annum
2nd FTE Resources (2000 hrs/yr) no charge
3rd and 4th FTE Resources (2000 hrs/yr) @ $150,000 per FTE/per annum
Additional programming required to be charged at a rate of $175-$225/hr
depending upon technical requirements. Support of the Xxxxxxx Xxxxx
Brokerage proprietary "NSCC-Like" interface will be borne by the dedicated
team. The BlackRock Funds acknowledge that coding and support of NSCC
Important notices must and shall take priority over other initiatives
being developed by the dedicated team.
23) Advanced Output Solutions: (see the attached print mail schedule)
24) Miscellaneous Charges include, but are not limited to, charges for the
following products and services as applicable: ad hoc reports, ad hoc SQL time,
banking services, COLD storage, digital recording, training,
microfiche/microfilm production, magnetic media tapes and freight, pre-printed
stock (including business forms, certificates, envelopes, checks and
stationary), consolidated statement charges, audio response charges, negotiated
time and materials for development and programming costs and conversion and
deconversion expenses (unless otherwise agreed).
25) Out-of-Pocket Expenses include, but are not limited to: telephone lines,
postage, overnight delivery, mailgrams, hardware/phone lines for data
transmissions and remote terminal(s), wire fees, ACH charges, exchange fee,
record retention and storage, b/c notices, account transcripts, labels, user
tapes, travel expenses, and expenses incurred at the direction of the Fund.
Out-of-pocket expenses are billed as they are incurred.
26) Shareholder Expenses include, but are not limited to: XXX/Xxxxx processing,
exchange fees between Portfolios, requests for account transcripts, returned
checks, lost certificate bonding, overnight delivery as requested by the
shareholder, and wire fee for disbursement if requested by the shareholder.
Shareholder expenses are billed as they are incurred.
27) Service Account Investment Earnings/Balance Credits/Third-Party Vendor
Redemption and Distribution Check Float: In connection with compensation that
PFPC earns each month from Service Accounts (as defined in the Agreement) and
third-party check vendor accounts, PFPC agrees to pay to the Fund each month
with respect to such compensation: (a) one hundred percent (100%) of the
investment earnings and balanced credits earned on Service Accounts less PFPC's
funding expense for Service Account overdrafts; and (b) ninety percent (90%) of
the redemption and distribution check account daily balances held by the
third-party check vendor multiplied by the current U.S. Treasury Xxxx rate less
thirty (30) basis points (i.e., 90% of account daily balances x (T-Xxxx - 30
basis points)).
Any fee, out-of-pocket expenses or shareholder expenses not paid within 30
days of the date of the original invoice will be charged a late payment fee of
1% per month until payment of the fees are received by PFPC.
The fee for the period from the date hereof until the end of the year
shall be prorated according to the proportion, which such period bears to the
full annual period.
- 6 -
Each party hereto is represented by counsel, and no presumptions shall
arise favoring any party by virtue of the authorship of any provision of this
letter.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound hereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
----------------------------
Name: Xxxxxxx XxXxxxxx
--------------------------
Executive Vice President,
Title: Senior Managing Director
-------------------------
Agreed and Accepted:
THE BLACKROCK FUNDS
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
--------------
Title: President
-------------
- 7 -
Schedule A
This Schedule A, dated as of October 1, 2006, is Schedule A to that certain
Transfer Agent Fee Letter dated October, 2006, between PFPC and the Funds (and
each Fund's respective class of shares) listed herein.
BlackRock Balanced Capital Fund, Inc.
BlackRock Basic Value Principal Protected Fund
BlackRock Basic Value Fund II, Inc.
BlackRock Basic Value Fund, Inc.
BlackRock Core Principal Protected Fund
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Equity Dividend Fund
BlackRock EuroFund
BlackRock Focus Twenty Fund, Inc.
BlackRock Focus Value Fund, Inc.
BlackRock Fundamental Growth Fund, Inc.
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Global Allocation Fund, Inc.
BlackRock Global Dynamic Equity Fund
BlackRock Global Financial Services Fund, Inc.
BlackRock Global Growth Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Global Technology Fund, Inc.
BlackRock Global Value Fund, Inc.
BlackRock Healthcare Fund, Inc.
BlackRock International Fund
BlackRock International Value Fund
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
BlackRock Latin America Fund, Inc.
BlackRock Mid Cap Value Opportunities Fund
BlackRock Natural Resources Trust
BlackRock Small Cap Growth Fund II
BlackRock Pacific Fund, Inc.
BlackRock Bond Fund
- 8 -
Schedule A (Cont'd.)
BlackRock Value Opportunities Fund, Inc.
BlackRock High Income Fund
Inflation Protected Fund
BlackRock Short Term Bond Fund
BlackRock Real Investment Fund
BlackRock Senior Floating Rate Fund, Inc.
BlackRock Senior Floating Rate Fund II, Inc.
BlackRock Short-Term US Government Fund
BlackRock U.S. Government Fund
BlackRock US High Yield Fund, Inc.
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock World Income Fund, Inc.
BlackRock California Insured Municipal Bond Fund
BlackRock Florida Municipal Bond Fund
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock Intermediate Municipal Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Summit Cash Reserves Fund
BlackRock Aggregate Bond Index Fund
BlackRock International Index Fund
BlackRock S & P 500 Index Fund
BlackRock Small Cap Index Fund
BlackRock Intermediate Term Fund
BlackRock High Yield Municipal Fund
BlackRock Total Return Portfolio II
BlackRock Intermediate Bond Portfolio II
BlackRock Intermediate Bond Portfolio
BlackRock Health Sciences Opportunities Portfolio
BlackRock Delaware Municipal Bond Portfolio
BlackRock Ohio Municipal Bond Portfolio
BlackRock Kentucky Municipal Bond Portfolio
- 9 -
Schedule A (Cont'd.)
BlackRock AMT- Free Municipal Bond Portfolio
Large Cap Value Equity Portfolio
Large Cap Growth Equity Portfolio
BlackRock High Yield Bond Portfolio
BlackRock Government Income Portfolio
BlackRock Small/Mid-Cap Growth Equity Portfolio
BlackRock Aurora Portfolio
BlackRock Mid-Cap Growth Equity Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Mid-Cap Value Equity Portfolio
BlackRock Small Cap Value Equity Portfolio
BlackRock Small Cap Growth Equity Portfolio
BlackRock Small Cap Core Portfolio
BlackRock U.S. Opportunities Portfolio
BlackRock Global Science & Technology Opportunities Portfolio
BlackRock Investment Trust Portfolio
BlackRock Index Equity Portfolio
BlackRock International Opportunities Portfolio
BlackRock Asset Allocation Portfolio
BlackRock Dividend Achievers Portfolio
BlackRock Global Resources Portfolio
BlackRock Legacy Portfolio
BlackRock All-Cap Global Resources Portfolio
BlackRock Global Opportunities Portfolio
BlackRock Intermediate Government Bond Portfolio
BlackRock Managed Income Portfolio
BlackRock PA Tax-Free Income Portfolio
BlackRock NJ Tax-Free Income Portfolio
BlackRock GNMA Portfolio
BlackRock International Bond Portfolio
BlackRock Enhanced Income Portfolio
BlackRock Ultrashort Municipal Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Money Market Portfolio
BlackRock U.S. Treasury MM Portfolio
- 10 -
Schedule A (Cont'd.)
BlackRock Municipal Money Market Portfolio
BlackRock NC Municipal MM Portfolio
BlackRock OH Municipal MM Portfolio
BlackRock PA Municipal MM Portfolio
BlackRock VA Municipal MM Portfolio
BlackRock NJ Municipal MM Portfolio
Xxxxxxx Growth FDP Fund
MFS Research International FDP Fund
Xxx Xxxxxx Value FDP Fund
Franklin Xxxxxxxxx Total Return FDP Fund
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Money Market V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock Money Market Portfolio
BlackRock Government Income Portfolio
BlackRock Bond Portfolio
BlackRock Large Cap Core Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Balanced Capital Portfolio
BlackRock Global Allocation Portfolio
BlackRock High Income Portfolio
BlackRock Equity Dividend Portfolio
BlackRock Global Smallcap Portfolio
- 11 -
Schedule A (Cont'd.)
BlackRock Short Term Bond Portfolio
BlackRock Mid Cap Value Opportunities Portfolio
BlackRock Small Cap Index Portfolio
BlackRock International Index Portfolio
[End of Schedule]
- 12 -
BlackRock Funds
Advanced Output Solutions
Print / Mail Pricing Schedule
A. Daily/Monthly/Ouarterly/Annual Statement Output
DATA PROCESSING/PRINTING/INSERTING
o Simplex Periodic Statements $0.105/Simplex Page
o Duplex Periodic Statements $0.14/Duplex Page
o Dealer/Rep Pages $0.050/Simplex Page
o 12b1, Commission Check Processing $0.11/Simplex Page
o Redemption/Replacement/Dividend/SWP
Check Processing $0.11/Simplex Page
o Inserting Additional Inserts $0.018/Insert
o Work Order Administration fee $15.00 Each
o Print Images $0.06 Each
B. Shipping / Inventory
o Non-USPS courier support / package $4.50
o Inventory dumps / S.K.U. $20.00
o Inventory receipts / S.K.U. $20.00
Inventory storage / location / month - per skid $20.00
o Disaster Recovery Storage monthly $15.00
o Courier Charge Cost
o Shipping Boxes $0.85 Each
o Oversized Envelopes $0.45 Each
o Pressure Sensitive Labels $0.20 Each
o Affix Labels / each $0.10 ($125 min)
o Per Piece Pre-Sort Fee $0.035
C. Misc. Fees
o Manual pulls $3.50 Each
o Special Projects Hourly Work $30.00
D. Special Mailings
o Work Order Administration fee $15.00 Each
o Creation of Admark Tape $115.00
o Household Accounts $6.00/K
o ZIP+4 Data Enhancement $0.008 Each ($50 min)
o Adhoc Programming $100.00 per hour
o Data Manipulation $70.00 per hour
o Admark Self Mailer $0.03 Each ($75 min)
o Admark & Machine Insert #10 or 6x9 (includes 1 piece) $0.050 Each ($75 min)
o Additional Machine Insert #10 or 6x6 $0.02 Each
o Admark & Machine Insert 9x12 (includes 1 piece) $0.11 Each ($100 min)
o Additional Machine Insert 9x12 $0.05 Each
o Admark Only #10, 6x9 or 9x12 $0.032 Each ($75 min)
o Admark & Hand insert #10, 6x9 (includes 1 insert) $0.06 Each ($75 min)
o Admark &Hand Insert 9x12 (includes 1 insert) $0.07 Each ($100 min)
- 13 -
o Hand Sort $0.025 Each
o Print, Affix & Insert 1 piece Pressure Sensitive labels $0.25 Each ($50 min)
o Print Labels only $0.08 Each
o Affix Labels only each per mailing $0.08 Each ($75 min)
o Additional inserts $0.018/Insert
o Legal Drop per Mailing $125.00
o Copy of 3602 or 3606 per Mailing $3.00 Each
o Tabbing
o 1 Tab $8.00/K
o 2 Tabs $12.00/K
F. Year End Tax Form Output Processing
o Print/Process $0.25 Each
o Work Order Fee $15.00 Each
o Minimum Processing/Job $75.00 Each
o Pulls $2.50 Each
o Presort Fee $0.035 Each
o Affidavit Charge $3.50 Each
o Duplicate Tax Forms $0.50 Each
o Intelligent Inserting $0.045 Each
o Additional Machine Inserts $0.018 Each
o Additional Hand Inserts $0.06 Each
G. Other Tax/Compliance Mailings
o Duplex Print $0.105 Per Page
o Simplex Print $0.085 Per Page
o Affidavit Charge $3.50 Each
o Machine Insert $56.00/K
o Hand Insert $65.00/K
o Machine Folding $18.00/K
o Custom Folding $0.12 Each
o Additional Machine Inserts $0.018 Each
o Additional Hand Inserts $0.06 Each
o Work Order Fee $15.00 Each
o Minimum Processing/Job $75.00
o Pulls $3.50 Each
o Presort Fee $0.035 Each
E. Digital Services
o PDF Conversion and Server Storage of images $0.0198 per image
o Original CD-ROM Charges $225.00 per CD
o Duplicate CD-ROM Charge $175.00 per CD
o E-Notification Event Fee (Stmts, AR, SAR, etc.) $500.00 per event
o E-Mail Notifications $0.10 per E-Mail
o Handling / Processing of Rejected E-Mails $5.00 per reject
[End of Schedule]
- 14 -
