BROKER-DEALER AGREEMENT
Exhibit
99. h(2)(ix)
Broker-Dealer
Name:
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Banc
of America Investment Services,
Inc.
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BlackRock
Distributors, Inc.
000
Xxxxx Xxxx
Xxxx
xx Xxxxxxx, XX 00000
Ladies
and Gentlemen:
We
desire to enter into an Agreement with you for the sale of common shares of
beneficial interest or common shares of stock, as the case may be (“Shares”) in
any closed-end investment company (each a “Closed-End Fund”) or any investment
portfolio of an open-end investment company (excluding the investment portfolios
of (i) BlackRock Liquidity Funds, (ii) Xxxxxxx Xxxxx Funds for
Institutions Series, (iii) FDP Series, Inc. and (iv) Managed
Account Series) (each an “Open-End Fund” and, together with the Closed-End
Funds, the “Funds”) distributed by BlackRock Distributors, Inc. that are
now or hereafter available for sale to our customers. You are the principal
underwriter (as such term is defined in the Investment Company Act of 1940, as
amended (the “1940 Act”)) of the offering of Shares of the Funds and the agent
for the continuous distribution of such Shares pursuant to the terms of the
Distribution Agreement between you and each Fund.
As
used herein, the term “Prospectus” shall mean the currently effective
prospectuses and, unless the context otherwise requires, related statement(s) of
additional information (the “Statement of Additional Information”) incorporated
therein by reference, as the same are amended and supplemented from time to
time, of each of the respective Funds. As used herein unless otherwise
indicated, the term “Preliminary Prospectus” means any preliminary prospectus
and any preliminary Statement of Additional Information included at any time as
a part of the registration statement for any Fund prior to the effective date
thereof and that is authorized by you for use in connection with the offering of
Shares.
In
consideration of the mutual covenants contained herein, it is hereby agreed that
our respective rights and obligations shall be as follows:
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1.
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Customers
of ours who purchase Shares are for all purposes our customers and not
customers of the Fund. We shall disclose to our customers that they are
transacting business with us only and not with you or the Funds and that
they shall look only to us and not to you or the Funds for resolution of
problems or discrepancies in their accounts. We shall be responsible for
opening, approving and monitoring customer accounts and for the review and
supervision of these accounts, all in accordance with all applicable
federal and state securities laws and the rules and regulations of
applicable regulatory agencies or authorities, such as the Securities and
Exchange Commission (“SEC”) and the Financial Industry Regulatory
Authority (the “FINRA”), and specifically including, but not limited to,
Rule 22c-1(a) under the 1940 Act. Other than as contemplated in
this agreement or the Prospectus, in no transaction involving Shares shall
we have any authority to act as agent for the Fund or for
you.
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2.
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(a) All
orders for the purchase of Investor A Shares of an Open-End Fund during
its initial offering period (the “Initial Offering Period”) shall be
executed at the initial public offering price per share set forth in the
Prospectus of the Open-End Fund plus the applicable front-end sales load,
if any. All orders for the purchase of Investor A Shares of an Open-End
Fund during its continuous offering period (the “Continuous Offering
Period”) shall be executed at the then current public offering price per
share (i.e., the net asset value per share (“NAV”) for Investor A Shares
plus the applicable front-end sales load, if any) and all orders for the
redemption of
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1
Investor
A Shares of an Open-End Fund deemed received by the transfer agent before the
close of regular trading on the New York Stock Exchange (“NYSE”) (currently
4 p.m. (Eastern time)) shall be executed at the NAV calculated at the close
of trading on that day for Investor A Shares and the proceeds of such
redemptions shall be reduced by any applicable deferred sales charge as set
forth in the Prospectus of such Fund. Purchase orders deemed received after the
close of trading will be priced based on the next calculation of
NAV.
All
orders for the purchase of Investor B and Investor C Shares of an Open-End Fund
during its Initial Offering Period, if any such shares are sold during the
Initial Offering Period, shall be executed at the initial public offering price
per share set forth in the Prospectus.
All
orders for the purchase of Investor B and Investor C Shares of an Open-End Fund
during its Continuous Offering Period shall be executed at the then current
public offering price per share (currently the NAV for Investor B and Investor C
Shares). All orders for redemption of Investor B and Investor C Shares of an
Open-End Fund deemed received by the transfer agent before the close of regular
trading on the NYSE (currently 4 p.m. (Eastern time)) shall be executed at
the applicable NAV calculated at the close of trading on that day for Investor B
and Investor C Shares and the proceeds of such redemptions shall be reduced by
any applicable deferred sales charge as set forth in the Prospectus of such
Fund. Purchase orders deemed received after the close of trading will be priced
based on the next calculation of NAV.
(b) All
orders for the purchase of Investor A Shares of a Closed-End Fund during its
Initial Offering Period shall be executed at the initial public offering price
per share set forth in the Prospectus of the Closed-End Fund plus the applicable
front-end sales load, if any. All orders for the purchase of Investor A Shares
of a Closed-End Fund during its Continuous Offering Period shall be executed at
the then current public offering price per share (i.e., the NAV for Investor A
Shares plus the applicable front-end sales load, if any) and all requests for
repurchase of Investor A Shares of a Closed-End Fund shall be executed at the
NAV for Investor A Shares as determined on the pricing date for the repurchase
offer and the proceeds of such repurchases shall be reduced by (i) any
deferred sales charge applicable to such shares and/or (ii) expenses
permitted by Rule 23c-3 under the 1940 Act for repurchase offers, in either
case as set forth in the Prospectus of the Fund or the applicable repurchase
offer notice, as the case may be.
All
orders for the purchase of Investor B and Investor C Shares of a Closed-End Fund
during its Initial Offering Period, if any such shares are sold during the
Initial Offering Period, shall be executed at the initial public offering price
per share set forth in the Prospectus. All orders for the purchase of Investor B
and Investor C Shares of a Closed-End Fund during its Continuous Offering Period
shall be executed at the then current public offering price per share (currently
the NAV for Investor B and Investor C Shares). All orders for repurchases of
Investor B and Investor C Shares of a Closed-End Fund shall be executed at the
NAV for Investor B and Investor C Shares as determined on the
pricing date for the repurchase offer and the proceeds of such repurchases shall
be reduced by (i) any deferred sales charge applicable to such shares
and/or (ii) expenses permitted under Rule 23c-3 under the 1940 Act for
repurchase offers, in either case as set forth in the Prospectus of the Fund or
the applicable repurchase offer notice, as the case may be.
(c) We
expressly acknowledge and understand that Shares of any Closed-End Fund will not
be repurchased by either the respective Closed-End Fund (other than through
repurchase offers or tender offers from time to time, if any) or you and that no
secondary market for the Shares of any such Closed-End Fund exists currently or
is expected to develop. We also expressly acknowledge and agree that, in the
event your customer cancels their order for such shares after confirmation, such
shares may not be repurchased, remarketed or otherwise disposed of by or through
you. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY A
CLOSED-END FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS THEN CURRENT
PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED.
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(d) The
minimum initial and subsequent purchase orders shall be as set forth in the
Prospectus of such Fund. Each Fund reserves the right to reject any purchase
order. Each Fund reserves the right, at its discretion and without notice, to
suspend the sale of Shares or withdraw entirely the sale of its
Shares.
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3.
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In
ordering Shares of any Fund, we shall rely solely and conclusively on the
representations contained in the Prospectus (or Preliminary Prospectus
during any Initial Offering Period) of such Fund. We agree that we shall
not offer or sell Shares of any Fund except in compliance with all
applicable federal and state securities laws and the rules and
regulations of applicable regulatory agencies or authorities and the
Fund’s Prospectus. In connection with offers to sell and sales of Shares
of each Fund, we agree to deliver or cause to be delivered to each person
to whom any such offer or sale is made, a copy of the Prospectus (or
Preliminary Prospectus during any Initial Offering Period) and, upon
request, the Statement of Additional Information (or preliminary Statement
of Additional Information during any Initial Offering Period) of the Fund
involved; and unless otherwise agreed, we shall promptly confirm in
writing all share transactions of our customers. In connection with
repurchase offer for Shares of Closed-End Funds, we agree to deliver or
cause to be delivered to each person to whom any such offer is made, a
copy of the repurchase offer notice. You agree to supply us with copies of
the Prospectus (or Preliminary Prospectus during any Initial Offering
Period), Statement of Additional Information (or preliminary Statement of
Additional Information during any Initial Offering Period), annual and
interim reports, proxy solicitation materials, repurchase offer notices
and any such other information and materials relating to each Fund in
reasonable quantities upon request.
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4.
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Each
Fund has filed with the SEC a Registration Statement (the “Registration
Statement”) on the SEC form applicable to the respective Fund. The date on
which the Registration Statement is declared effective by the SEC is
referred to herein as the “Effective Date”. Prior to the Effective Date of
the Registration Statement with respect to a particular Fund, we expressly
acknowledge and understand that with respect to such
Fund:
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(a) Shares
of such Fund may not be sold, nor may offers to buy be accepted, (i) prior to
the Effective Date of the Registration Statement or (ii) in any state in
which such offer or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
(b) The
Fund’s Preliminary Prospectus, together with any sales material distributed for
use in connection with the offering of Shares of such Fund, does not constitute
an offer to sell or the solicitation of an offer to buy Shares of such Fund and
is subject to completion and modification by the definitive
Prospectus.
(c) In
the event that we transmit indications of interest to you for accumulation prior
to the Effective Date, we will be responsible for confirming such indications of
interest with our customers in writing following the Effective Date. Indications
of interest with respect to Shares transmitted to you prior to the Effective
Date are subject to acceptance or rejection by you in your sole discretion and
are conditioned upon the occurrence of (i) the Effective Date and/or
(ii) the registration or qualification of the respective class of Shares in
the respective state.
(d) Indications
of interest with respect to Shares not cancelled by us prior to or on the later
of (i) the Effective Date and/or (ii) the registration or
qualification of the respective class of Shares in the respective state, and
accepted by you will be deemed by you to be orders for Shares.
(e) We
agree that with respect to orders for Shares, we will transmit such orders
received during the Initial Offering Period to you within the time period as
specified in the preliminary Prospectus of the Fund involved (or in the time
period as extended by you in writing). We also agree to transmit any customer
order received during the Continuous Offering Period to you prior to the time
that the public offering price for such Fund is next determined after our
receipt of such order in order for it to be processed at that day’s NAV as set
forth in the Fund’s Prospectus, except that, consistent with our internal
procedures, applicable law and a Fund’s Prospectus, we may be
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authorized
to receive orders on behalf of a Fund (and to authorize others to do so), and
the Fund will be deemed to have received such orders when we (or those we
authorize) receive the orders. Such orders will be priced at a Fund’s NAV next
computed after they are received by us (or our authorized persons). There is no
assurance that a Fund will engage in a continuous offering of
Shares.
(f) We
agree to transmit to our customers any repurchase offer notices received from
you within the time period as specified in the Prospectus and to use our
reasonable best efforts to transmit repurchase requests from our customers to
the Fund or its transfer agent by the applicable repurchase request
deadline.
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5.
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All
indications of interest and orders transmitted to you are subject to the
terms and conditions of the Fund’s Prospectus (including, without
limitation, those provisions regarding the purchase, exchange and
redemption of Fund Shares and policies to deter market timing and other
inappropriate trading activity such as any redemption fees and any
limitations on exchanges) and this Agreement and are subject to acceptance
or rejection by you in your sole discretion. Your failure to reject any
purchase orders that might be deemed to be inappropriate shall not
constitute a waiver of your rights under this
section.
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6.
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We
shall not make any representations concerning any Fund Shares other than
those contained in the Prospectus of the Fund involved, in repurchase
offer notices or in any promotional materials or sales literature
furnished to us by you or the Fund. We shall not furnish or cause to be
furnished to any person or display or publish any information or materials
relating to any Fund (including, without limitation, promotional materials
and sales literature, advertisements, press releases, announcements,
repurchase offer notices, statements, posters, signs or other similar
materials), except such information and materials as may be furnished to
us by you or the Fund, and such other information and materials as may be
approved in writing by you.
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7.
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In
determining the amount of any sales commission payable to us hereunder,
you reserve the right to exclude any sales which you reasonably determine
are not made in accordance with the terms of the applicable Fund
Prospectus and the provisions of this Agreement. Unless at the time of
transmitting an order we advise you or the relevant transfer agent to the
contrary, the Shares ordered will be deemed to be the total holdings of
the specified investor.
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8.
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(a) In
accordance with the terms of the Prospectus of the Fund involved, a
reduced sales load may be available to customers that purchase Investor A
Shares of a Fund sold with a front-end sales load at the then current
public offering price per share applicable to the total of the
(i) dollar amount of Shares then being purchased plus (ii) an
amount equal to the then current NAV of certain Shares of such Fund (and
any other Fund as may be permitted by the applicable Prospectus) that are
already beneficially owned at the time of purchase by the customer on
which a front-end sales load has been directly or indirectly paid. Certain
purchases of Investor A Shares made by a customer and certain other
persons (for example, a customer’s spouse and minor children) as set forth
from time to time in the applicable Fund Prospectus may be combined for
purposes of qualifying for a reduced front-end sales load, and other
reduced sales loads may apply as described in the applicable Fund
Prospectus. Reduced front-end sales loads may be modified or terminated at
any time in the sole discretion of the Fund
involved.
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(b) We
acknowledge that certain classes of investors may be entitled to purchase
Investor A Shares of a Fund at NAV without a front-end sales load as from time
to time provided in the applicable Fund Prospectus.
(c) We
agree to advise you promptly as to the amount of any and all sales of Investor A
Shares by us qualifying for a reduced front-end sales load or an exemption from
the front-end sales load.
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(d) Exchanges
(for example, the investment of the proceeds from the liquidation of Investor A
Shares of one Fund in the Investor A Shares of another Fund) shall, where
available, be made in accordance with the terms of each Fund Prospectus.
Exchange privileges may be modified or terminated at any time in the sole
discretion of the Fund(s) involved.
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9.
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In
accordance with the terms of the Prospectus of the Fund involved,
exemptions from the contingent deferred sales charge applicable to
Investor A, Investor B and Investor C Shares may be available to certain
of our customers under specified circumstances. We agree to advise you
promptly as to any such shares owned by our customers that qualify for
such exemptions.
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10.
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The
procedures relating to orders and the handling thereof will be subject to
the terms of the Prospectus of the Fund involved and instructions received
by us from you or the Transfer Agent from time to time. No conditional
orders will be accepted. We agree that purchase orders placed by us will
be made only for the purpose of covering purchase orders already received
from our customers.
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Our
handling of orders for transactions of Fund shares shall also comply with our
firm’s internal policies and procedures, which we believe to be appropriate and
sufficient with regard to the handling of Fund orders on a timely basis and
which we believe provide adequate controls and procedures to ensure ongoing
compliance with all applicable federal and state securities laws and the
rules, regulations of applicable regulatory agencies or
authorities and the Fund’s prospectus.
We
shall monitor all accounts held with us for inappropriate trading activity such
as market timing, excessive short-term trading and such other activity described
in the Fund’s Prospectus as being inappropriate or impermissible and shall
inform you of any such activity that we identify.
Further,
we shall place purchase orders from customers with the respective Fund
immediately and shall not withhold the placement of such orders so as to profit
ourselves; provided, however, that the foregoing shall not prevent the purchase
of Shares of any Fund by us for our own bona fide investment. We agree that:
(a) we shall not effect any transactions (including, without limitation,
any purchases, exchanges, redemptions or repurchases) in any Fund. Shares
registered in the name of, or beneficially owned by, any customer unless such
customer has granted us full right, power and authority to effect such
transactions on his behalf, and (b) you, each Fund, each transfer agent and
your agents, employees and affiliates shall not be liable for, and shall be
fully indemnified and held harmless by us from and against, any and all claims,
demands, damages, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees) which may be incurred by you or any of the foregoing
persons entitled to indemnification from us hereunder arising out of or in
connection with the execution of any transactions in Fund Shares registered in
the name of, or beneficially owned by, any customer in reliance upon any oral or
written instructions believed to be genuine and to have been given by or on
behalf of us. The indemnification agreement contained in this Paragraph 10 shall
survive the termination of this Agreement.
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11.
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(a) We
agree that payment for orders from us for the purchase of Investor A
Shares will be made in accordance with the terms of the Prospectus for the
applicable Fund. On or before the settlement date of each purchase order
for Investor A Shares of any Fund (including the settlement date for any
Shares sold during any Initial Offer Period), we shall either
(i) remit to an account designated by you with the transfer agent an
amount equal to the then current public offering price of the Investor A
Shares of such Fund being purchased less our sales commission, if any,
with respect to such purchase order as determined by you in accordance
with the terms of the applicable Fund Prospectus, or (ii) remit to an
account designated by you with the transfer agent an amount equal to the
applicable public offering price of the Investor A Shares of such Fund
being purchased without deduction for our sales commission, if any, with
respect to such purchase order as determined by you in accordance with the
terms of the applicable Fund Prospectus in which case our sales
commission, if any, shall be payable to us by you on at least a monthly
basis. If payment for any purchase order is not received in accordance
with the terms of the applicable
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5
Fund
Prospectus, you reserve the right, without notice, to cancel the sale and hold
us responsible for any loss sustained as a result thereof.
(b) If
any Investor A Shares under the terms of this Agreement are sold with a
front-end sales load and are redeemed (in the case of an open-end Fund) or
repurchased (in the case of a Closed-End Fund) for the account of a Fund or are
submitted for redemption or repurchase within seven (7) business days after
confirmation of our purchase order for such Investor A Shares: (i) we shall
forthwith refund to you the full sales commission received by us on the sale,
and (ii) you shall forthwith pay to the Fund your portion of the front-end
sales load on the sale which had been retained by you, if any, and shall also
pay to the Fund the amount refunded by us.
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12.
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(a) We
agree that payment for orders from us for the purchase of Investor B and
Investor C Shares will be made in accordance with the terms of the
Prospectus for the applicable Fund. On or before the settlement date of
each purchase order for Investor B or Investor C Shares of any Fund
(including the settlement date for any Shares sold during any Initial
Offering Period), we shall remit to an account designated by you with the
Transfer Agent an amount equal to the applicable public offering price
(currently the NAV) of the Investor B or Investor C Shares of such Fund
being purchased. Commissions on the sale of Investor B or Investor C
Shares shall be payable to us by you on at least a monthly basis at the
rate(s) set forth in the applicable Prospectus. If payment for any
purchase order is not received in accordance with the terms of the
applicable Fund Prospectus, you reserve the right, without notice, to
cancel the sale and hold us responsible for any loss sustained as a result
thereof.
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(b) If
any Investor B or Investor C Shares under the terms of this Agreement are sold
and are redeemed (in the case of an open-end Fund) or repurchased (in the case
of a Closed-End Fund) for the account of a Fund or are tendered for redemption
or repurchase within seven (7) business days after confirmation of our
purchase order for such shares: (i) we shall forthwith refund to you the
full sales commission received by us on the sale, and (ii) you shall
forthwith pay to the Fund the deferred sales charge you received in connection
with the sale.
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13.
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Certificates
for Shares sold hereunder shall only be issued in accordance with the
terms of each Fund Prospectus upon our customers’ specific request and,
upon such request, shall be promptly delivered to us by the Transfer Agent
unless other arrangements are made by you and us. However, in making
delivery of such share certificates, the Transfer Agent shall have
adequate time to clear any checks drawn for the payment of Fund Shares. We
acknowledge that the terms of a Fund’s Prospectus may provide that
certificates for Shares shall not be issued under any
circumstances.
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14.
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We
hereby represent and warrant that: (a) we are a corporation,
partnership or other entity duly organized and validly existing in good
standing under the laws of the jurisdiction in which we are organized;
(b) the execution and delivery of this Agreement and the performance
of the transactions contemplated hereby have been duly authorized by all
necessary action and all other authorizations and approvals (if any)
required for our lawful execution and delivery of this Agreement and our
performance hereunder have been obtained; (c) upon execution and
delivery by us, and assuming due and valid execution and delivery by you,
this Agreement will constitute a valid and binding agreement, enforceable
against us in accordance with its terms; and (d) we have not been
previously indicted or convicted of any criminal charges, including money
laundering, and we are not the subject of any criminal action of any
nature or of any regulatory action relating to money
laundering.
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15.
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We
further represent and warrant that we are a member of the FINRA and the
Securities Investor Protection Corporation or its successor (“SIPC”) and,
with respect to any sales in the United States, we agree to abide by all
of the rules and regulations of the FINRA, including, without
limitation, its Conduct Rules, and the SIPC. We agree to comply with all
applicable federal and state laws, rules and regulations including,
without limitation, all suitability requirements applicable to our
customers’ share transactions and all requirements to provide
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specific
disclosures to our customers, including, but not limited to, any
disclosures regarding fees or other compensation paid to us or our
affiliates by any Fund or its affiliates. We agree to take full
responsibility for the suitability and proper supervision of mutual fund
recommendations to our customers and to ensure that, to the extent
customers request to purchase a class of Shares in a Fund different from
what they already hold in the Fund, such customers are aware of the
advantages and disadvantages of selecting one class of shares over other
classes of shares and are aware of the available methods of mutual fund
financing. You agree to inform us, upon our request, as to the states in
which you believe the Shares of respective Funds have been qualified for
sale under, or are exempt from the requirements of, the respective
securities laws of such states, but you shall have no obligation or
responsibility to make Shares of any Fund available for sale to our
customers in any jurisdiction. We agree to notify you immediately in the
event of our expulsion or suspension from the FINRA or SIPC. Our expulsion
from the FINRA or SIPC will automatically terminate this Agreement
immediately without notice. Our suspension from the FINRA or SIPC will
terminate this Agreement effective immediately upon your written notice of
termination to us. We will, upon request, annually certify to compliance
with all applicable federal, state and self-regulatory organization
requirements. We agree to promptly advise you if we receive notice of any
of the following: (1) any investor complaint, litigation initiated or
threatened, or communication by a regulatory authority which relates to a
Fund or to a transaction in Shares by us; or (2) any notice of an
examination by any regulatory agency or self-regulatory organization that
may or has resulted in a material compliance deficiency; and we agree to
promptly provide you with such information and documentation thereon as
you may request.
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16.
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The
names and addresses and other information concerning our customers are and
shall remain our sole property, and neither you nor your affiliates shall
use such names, addresses or other information for any purpose except in
connection with the performance of your duties and responsibilities
hereunder and except for servicing and informational mailings relating to
the Funds. Notwithstanding the foregoing, this Paragraph 16 shall not
prohibit you or any of your affiliates from utilizing for any purpose the
names, addresses or other information concerning any of our customers if
such names, addresses or other information are obtained in any manner
other than from us pursuant to this Agreement. The provisions of this
Paragraph 16 shall survive the termination of this
Agreement.
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17.
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We
have policies and procedures in place in order to comply with our
obligations under the provisions of the International Money Laundering
Abatement Act, the USA PATRIOT Act, the Bank Secrecy Act (“BSA”) and any
other anti-money laundering law, rule or regulation applicable to us
as a financial institution under the BSA, or otherwise, including without
limitation rules requiring us to implement a anti-money laundering
program and a customer identification program. Subject to legal
restrictions, we will, upon your request, promptly provide to you or the
respective Fund evidence of those policies and procedures and our
compliance therewith and/or evidence establishing the identities and
sources of funds for each purchase of Shares of the Funds. We agree to
provide you with such information as you may reasonably request, including
but not limited to the filling out of questionnaires, attestations and
other documents, to enable you to fulfill your obligations under the
PATRIOT Act, and, upon your request, to file a notice pursuant to
Section 314 of the PATRIOT Act and the implementing regulations
related thereto to permit the voluntary sharing of information between us.
Upon filing such a notice we agree to forward a copy to you, and further
agree to comply with all requirements under the PATRIOT Act and
implementing regulations concerning the use, disclosure, and security of
any information that is shared. To the best of our knowledge none of our
customer(s): (i) is a country, territory, individual entity or
organization named on any “watch list” issued by the Office of Foreign
Assets Control (“OFAC”); or (ii) is on any similar list issued by the
government of any jurisdiction in which we are doing business; or
(iii) is otherwise publicly identified on any similar list of
sanctioned persons issued publicly or directly to us by a regulator or
other government-affiliated bureau, agency or organization in any
jurisdiction in which we are doing business. We have established
procedures to identify customer(s) on such
lists.
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18.
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(a) We
agree to provide to a Fund or its designee, upon written request of you or
the Fund, the taxpayer identification number (“TIN”), the
Individual/International Taxpayer Identification Number (“ITIN”), or other
government issued identifier (“GII”), if known, of any or all Shareholders
(as defined in Rule 22c-2 under the 1940 Act (“Rule 22c-2”)) of
an account maintained by us and the amount, date, name or other identifier
of any investment professional(s) associated with the
Shareholder(s) or the account (if known), and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Shares held through the account
maintained by us during the period covered by the
request.
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(i)
Requests will set forth a specific period for which transaction information is
sought, which generally will not exceed 90 days from the date of the request.
You and/or a Fund may request transaction information older than 90 days from
the date of the request as you deem necessary to investigate compliance with
policies (including, but not limited to, policies of the Fund regarding
market-timing and the frequent purchasing and redeeming or exchanging of Shares
or any other inappropriate trading activity) established or utilized by the Fund
for the purpose of eliminating or reducing any dilution of the value of the
outstanding Shares issued by the Fund.
(ii)
We agree to provide promptly, but in any event not later than five
(5) business days after receipt of a request from you and/or a Fund, or
your designee, the requested information specified in (a). If requested by you
and/or a Fund, or your designee, we agree to use best efforts to determine
promptly, but in any event not later than five (5) business days after
receipt of a request, whether any specific person about whom it has received the
identification and transaction information specified in (a) is itself a
financial intermediary (as defined in Rule 22c-2) (“indirect intermediary”)
and, upon further request of you and/or the Fund, or your designee, promptly,
but in any event not later than five (5) business days after receipt of a
request, either (i) provide (or arrange to have provided) the information
set forth in (a) for those Shareholders who hold an account with an
indirect intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing, in nominee name on behalf of other persons,
securities issued by you and/or the Fund. We additionally agree to inform you
and the Fund whether we plan to perform (i) or (ii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed
upon by the parties. To the extent practicable, the format for any transaction
information provided to you, the Fund or your designee will be consistent with
the NSCC Standardized Data Reporting Format.
(iii)
You, the Funds and your affiliates agree not to use the information received for
marketing or any other similar purpose without our prior written
consent.
(b) We
agree to execute written instructions from you or a Fund to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by you or the Fund, in your sole discretion, as having engaged in
transactions of the Fund’s Shares (directly or indirectly through an account
with us) that violate policies (including, but not limited to, policies of the
Fund regarding market-timing and the frequent purchasing and redeeming or
exchanging of Shares or any other inappropriate trading activity) established or
utilized by the Fund for the purpose of eliminating or reducing, or that would
result in, any dilution of the value of the outstanding Shares issued by the
Fund.
(i) Instructions
to restrict or prohibit trading must include the TIN, ITIN or GII, if known, and
the specific restriction(s) to be executed. If the TIN, ITIN or GII is not
known, the instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to which
the instruction relates.
8
(ii) We
agree to execute instructions to restrict or prohibit trading as soon as
reasonably practicable, but not later than five (5) business days after
receipt of the instructions by us.
(iii) We
must provide written confirmation to you and the Fund that instructions to
restrict or prohibit trading have been executed. We agree to provide
confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
(c) We
agree to collect from any Shareholder redeeming or exchanging Shares of a Fund
subject to a redemption fee such redemption fee in accordance with the terms and
conditions of the Fund’s Prospectus, and shall promptly (and in accordance with
any agreed-upon arrangements with you or the Fund) remit such redemption fee to
you for the account of the Fund.
|
19.
|
Neither
this Agreement nor the performance of the services of the respective
parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture
between you and us. Except in connection with the limited purpose of
receiving and transmitting instructions for the purchase, exchange or
redemption of Shares as described herein, neither party hereto shall be,
act as, or represent itself as, the agent or representative of the other,
nor shall either party have the right or authority to assume, create or
incur any liability or any obligation of any kind, express or implied,
against or in the name of, or on behalf of the other party. This Agreement
is not intended to, and shall not, create any rights against either party
hereto by any third party solely on account of this Agreement. Neither
party hereto shall use the name of the other party in any manner without
the other party’s prior consent and except as required by any applicable
federal or state law, rule or
regulation.
|
|
20.
|
Except
as otherwise specifically provided herein, all notices required or
permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
telex, telegram or similar means of same day delivery (with a confirming
copy by mail as provided herein). Unless otherwise notified in writing,
all notices to you shall be given or sent to you at your offices located
at 000 Xxxxx Xxxx, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000 and all notices to
us shall be given or sent to us at our address shown
below.
|
|
21.
|
This
Agreement shall become effective only when accepted and signed by you, and
may be terminated immediately, without prior notice, by either party. This
Agreement may be amended by you at any time upon written notice to us and
our placing an order to purchase after notice of such amendment has been
sent to us shall constitute our agreement to such amendment. Any amendment
or waiver to this Agreement or any term thereof desired by us shall be
executed in writing and signed by both you and us. This Agreement is not
assignable or transferable without the prior written consent of the other
party, except that upon 30 days prior written notice to us, you may assign
or transfer this Agreement to any successor that becomes principal
underwriter of the Funds. This Agreement constitutes the entire agreement
and understanding between the parties hereto relating to the subject
matter hereof and supersedes any and all prior agreements with regard to
the Funds between the parties relating to said subject matter, including
without limitation any agreements between us or our affiliates and
(i) State Street Research & Management Company, its
affiliates and/or the State Street Research mutual funds or (ii) FAM
Distributors, Inc. and/or the mutual funds advised by Xxxxxxx Xxxxx
Investment Managers or one of its
affiliates.
|
|
22.
|
You
shall have full authority to take such action as you may deem advisable in
respect of all matters pertaining to the continuous offering of the
Shares. In no way shall the provisions of this Agreement limit the
authority of you or the Funds to take such lawful action as you or they
may deem appropriate or advisable in connection with all matters relating
to the operation of the Funds and the sale of the Shares. You shall be
under no liability to us or to our customers except for lack of good faith
and for obligations expressly assumed by you herein. Nothing contained in
this paragraph is intended to operate as, and the provisions of this
paragraph shall not in any way
|
9
|
|
whatsoever
constitute, a waiver by us of compliance with any provision of the
Securities Act of 1933, as amended, or of the rules and regulations
of the SEC issued thereunder.
|
|
23.
|
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS.
|
Very truly yours,
BLACKROCK
DISTRIBUTORS, INC.
|
|||
By:
|
Xxxxx
Xxxxxxxxx
|
||
Authorized
Officer
|
|||
Signature: |
/s/
Xxxxx Xxxxxxxxx
|
||
Title: |
VP
|
||
|
|||
Date: |
3/26/08
|
||
|
Accepted:
|
||||||||
Banc
of America Investment Services, Inc.
|
||||||||
Name
of Broker-Dealer (please print or type)
|
||||||||
CRD
#
|
||||||||
100
Federal St
|
||||||||
Address
|
||||||||
Boston
MA 02110
|
||||||||
City
|
State
|
Zip
Code
|
||||||
By:
|
||||||||
Authorized
Officer (please print or type)
|
||||||||
/s/ | ||||||||
Signature
|
||||||||
CAO
/ SUP
|
||||||||
Title
|
||||||||
3/20/08
|
||||||||
Date
|
Note:
Please sign and return all copies of this Agreement to BLACKROCK DISTRIBUTORS,
INC. Upon acceptance, one
countersigned copy will be returned to you for your files.
10
ADDENDUM
TO
THE
BETWEEN
BLACKROCK
DISTRIBUTORS, INC.
AND
BANC
OF AMERICA INVESTMENT SERVICES, INC.
This
addendum (“Addendum”) to the BROKER-DEALER AGREEMENT (the “Agreement”), which is
attached hereto for reference, is hereby entered into by BlackRock
Distributors, Inc. (“BDI” or “you”) and Banc of America Investment
Services, Inc. (“we” or “us”). The Addendum and the Agreement, as amended
by this Addendum, constitute the entire Agreement. The Addendum amends the
Agreement as follows:
|
1.
|
By
deleting “promptly” from third sentence of section 3 of the
Agreement.
|
|
2.
|
By
replacing the words “other than” with “unless such representations are
consistent with” in the first sentence of section 6 of the
Agreement.
|
|
3.
|
By
deleting the second paragraph of section 10 of the Agreement and replacing
it with the following:
|
“Our
handling of orders for transactions of Fund shares shall also comply with our
firm’s internal policies, procedures and controls, which we believe to be
reasonably designed and appropriate and sufficient to ensure ongoing compliance
with rules regarding the handling of Fund orders on a timely basis and all
applicable federal and state securities laws and the rules, regulations of
applicable regulatory agencies or authorities and the Fund’s
prospectus.”
|
4.
|
By
adding a new section 15 to the Agreement with the
following:
|
“You
hereby represent and warrant that: (a) you are a corporation, partnership
or other entity duly organized and validly existing in good standing under the
laws of the jurisdiction in which you are organized; (b) the execution and
delivery of this Agreement and the performance of the transactions contemplated
hereby have been duty authorized by all necessary action and all other
authorizations and approvals (if any) required for our lawful execution and
delivery of this Agreement and your performance hereunder have been obtained;
and (c) upon execution and delivery by you, and assuming due and valid
execution and delivery by us, this Agreement will constitute a valid and binding
agreement, enforceable against you in accordance with its terms.”
|
5.
|
Renumbering
section 15 as section 16 to the
Agreement.
|
|
6.
|
By
replacing the word “Conduct” with “NASD” in the first sentence of section
16 of the Agreement.
|
|
7.
|
By
deleting the eighth and replacing the word “communication” with
“regulatory action” in the ninth sentences of section 16 of the
Agreement.
|
|
8.
|
By
adding new sections 17, 18 and 19 to the Agreement with the
following:
|
|
You
further represent and warrant that you are a member of the FINRA and SIPC
and, with respect to any sales in the United States, you agree to abide by
all of the rules and regulations of the FINRA, including, without
limitation, its NASD Rules, and SIPC. You agree to comply with all
applicable federal and state laws, rules and regulations including,
without limitation, all suitability requirements applicable to our
customers’ share transactions and all requirements to provide specific
disclosures to our customers, including, but not limited to, any
disclosures regarding fees or other compensation paid to us or our
affiliates by any Fund or its affiliates. You agree to notify you
immediately in the event of your expulsion or
|
11
|
suspension
from the FINRA or SIPC. Your expulsion from the FINRA or SIPC will
automatically terminate this Agreement immediately without notice. Your
suspension from the FINRA or SIPC will terminate this Agreement effective
immediately upon our written notice of termination to you. You agree to
advise us promptly if you receive notice of any of the following:
(1) any investor complaint, litigation initiated or threatened, or
regulatory action a regulatory authority which relates to a Fund or to a
transaction in Shares that involves a transaction initiated through us; or
(2) any notice of an examination by any regulatory agency or
self-regulatory organization that may or has resulted in a material
compliance deficiency; and you agree to promptly provide us with such
information and documentation thereon as we may request. In addition, you
agree to advise us promptly if you or the Funds determine to allow market
timing in any of the Funds.
|
|
“18.
|
(a) Each
party to this Agreement and the Funds shall maintain the confidentiality
of any customer list and any material designated as confidential and/or
proprietary by another party (“Confidential Information”), and shall not
use or disclose such information without the prior written consent of the
party designating such material as confidential and/or proprietary, except
as required by applicable law or to carry out the terms and conditions of
this Agreement. You agree that names, addresses, and other information as
to our customers given to you by us is Confidential Information and shall
not be disclosed to any person not a party to this Agreement except as
provided for in Section b. below. You shall not utilize or permit to
be utilized, such customer names, addresses or other information received
from us for the solicitation or sales of any products or services. Each
party to this Agreement shall take reasonable steps to protect such
Confidential Information, applying at least the same security measures and
level of care as it employs to protect its own Confidential Information.
If any party to this Agreement is compelled by applicable law to disclose
any Confidential Information, it shall promptly notify the party
designating such material as confidential and/or proprietary in
writing.
|
“
(b) Each of the parties, as the recipient of Confidential Information
(“Recipient”), hereby agrees that it will not, and will cause its employees,
officers, agents, consultants, affiliates and independent contractors not to
disclose Confidential Information disclosed by the other party (“Discloser”),
including customer information and consumer information, during or after the
term of this Agreement, other than to fulfill the terms and conditions of this
Agreement or as required by law and then only: (a) to affiliates of
Discloser; (b) to Recipient’s employees or officers; (c) to affiliates
of Recipient, its independent contractors at any level, agents and consultants,
provided that all such persons are subject to a written confidentiality
agreement that shall be no less restrictive than the provisions of this Section;
or (d) pursuant to the exceptions set forth in 15 U.S.C 6802(e) and accompanying regulations, which disclosures are made in the
ordinary course of business.
|
“19.
(a) Each party hereto agrees to comply with the privacy laws
affecting it, including compliance with the privacy requirements imposed
under the Xxxxx-Xxxxx-Xxxxxx Act (P.L. 102-106), and agrees further not to
take any action to cause another party to violate such privacy laws. If
the applicable privacy laws change, the parties shall take such action as
is necessary to comply with the law as it then exists. You agree to
disclose or use the nonpublic personal financial information (as such term
is defined in Xxxxx-Xxxxx-Xxxxxx) of our customers only to carry out the
terms and conditions of this Agreement or as permitted by applicable
law.
|
“
(b) In addition, each party hereto shall maintain an information security
program designed to: (i) insure the security and confidentiality of
nonpublic personal information; (ii) protect against any anticipated
threats or hazards to the security or integrity of such information; and
(iii) protect against unauthorized access to or use of such information.
Each party shall notify the other party promptly upon the discovery of any loss,
unauthorized access, disclosure or unauthorized use of such nonpublic personal
information.”
12
|
9.
|
Renumbering
section 17 as section 20, section 18 as section 21, section 19 as section
22 and all sections thereafter to the
Agreement.
|
|
10.
|
By
deleting the first and second sentences of section 20 of the Agreement and
replacing it with the following:
|
“All
parties to this Agreement have policies and procedures in place reasonably
designed to comply with the parties’ obligations under the provisions of the
International Money Laundering Abatement Act, the USA PATRIOT Act, the Bank
Secrecy Act (“BSA”) and any other anti-money laundering law, rule or
regulation applicable to us as a financial institution under the BSA, or
otherwise, including without limitation rules requiring us to implement a
anti-money laundering program. Subject to legal restrictions, each party will,
upon reasonable request, promptly provide evidence of those policies and
procedures. Additionally, we have policies and procedures reasonably designed to
implement a customer identification program and, upon reasonable request, will
promptly provide evidence of our compliance therewith and/or evidence
establishing the identities and sources of funds for each purchase of Shares of
the Funds.”
|
11.
|
By
deleting the second and third sentences of section 24 of the Agreement and
replacing it with the following:
|
“This
Agreement may only be amended upon the written consent of both
parties.”
|
12.
|
By
adding sections 26, 27 and 28 to the Agreement with the
following:
|
“26.
Both parties shall each maintain a business continuity plan and shall
make information about the plan available to the other party to this Agreement
upon reasonable request or as required by applicable law. You shall be able to
rely on us to grant our customers access to their funds and securities in the
event of a significant business disruption.
13
February
23, 0000
Xxxx
xx Xxxxxxx Investments Services, Inc.
000
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Ladies
and Gentlemen:
Reference
is hereby made to the Broker Dealer Agreement (the “Dealer Agreement”), dated as
of March 20, 2008 between you, Banc of America Investment
Services, Inc. (“BAII”) and BlackRock Distributors, Inc. (“BDI”),
which provides that you, subject to its terms, will act as a dealer for the sale
of shares of certain BlackRock open-end and closed-end investment companies to
your customers. The purpose of this letter agreement is to amend the Dealer
Agreement so that BlackRock Investments, Inc. (“BII”) shall replace BDI as
a contracting party.
In
accordance with the foregoing, this letter agreement hereby amends, modifies and
supplements the Dealer Agreement in the manner set forth below:
1)
Substitution and
Assignment of Parties.
BAII
hereby consents to BII succeeding to all of BDI’s rights, obligations, interests
and liabilities under the Dealer Agreement and to the substitution in all
respects of BII for BDI as a party to the Dealer Agreement.
Except
as specifically set forth above, this letter agreement shall in no way amend or
otherwise alter the other provisions of the Dealer Agreement, which shall
continue to remain in full force and effect in accordance with their terms. The
validity, interpretation, construction and performance of this letter agreement
shall be governed by the laws of the State of New York. This letter agreement
may be executed in any number of counterparts, any one of which need not contain
the signatures of more than one party, but all of such counterparts together
shall constitute one agreement.
Please
confirm your acknowledgment of, and consent to, the terms of this letter
agreement and the amendment of the Dealer Agreement as described above by
signing and returning a copy of this letter to the undersigned.
14
Agreed
and Accepted:
BlackRock
Distributors, Inc.
|
|||||
By:
|
|||||
Name:
|
|||||
Title:
|
|||||
Date:
|
|||||
BlackRock
Investments, Inc.
|
|||||
By:
|
|||||
Name:
|
|||||
Title:
|
|||||
Date:
|
|||||
Bank
of America Investment Services, Inc.
|
|||||
By:
|
|||||
Name:
|
|||||
Title:
|
|||||
Date:
|
15