Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Exhibit C and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.
Exhibit 13(a)
Among
Each of the BlackRock Closed-End Investment Companies
Listed Herein on Exhibit C
and
Computershare Trust Company, N.A.
and
Computershare Shareholder Services, Inc.
Table of Contents
Section 1.
|
Certain
Definitions |
3 |
Section 2.
|
Appointment of
Agent |
4 |
Section 3.
|
Standard
Services |
5 |
Section 4.
|
Dividend Disbursing
Services |
6 |
Section 5.
|
Fees and
Expenses |
7 |
Section 6.
|
Representations and
Warranties of Transfer Agent |
8 |
Section 7.
|
Representations and
Warranties of Customer |
9 |
Section 8.
|
Indemnification/Limitation
of Liability |
9 |
Section 9.
|
Damages |
12 |
Section 10.
|
Responsibilities of the
Transfer Agent |
12 |
Section 11.
|
Covenants of the Customer
and Transfer Agent |
12 |
Section 12.
|
Confidentiality |
13 |
Section 13.
|
Term and
Termination |
14 |
Section 14.
|
Assignment
|
15 |
Section 15.
|
Unaffiliated Third Parties
|
16 |
Section 16.
|
Miscellaneous
|
16 |
Section 16.1
|
Notices |
16 |
Section 16.2
|
Successors
|
16 |
Section 16.3
|
Amendments
|
16 |
Section 16.4
|
Severability
|
17 |
Section 16.5
|
Governing Law
|
17 |
Section 16.6
|
Force Majeure
|
17 |
Section 16.7
|
Descriptive
Headings |
17 |
Section 16.8
|
Third Party Beneficiaries
|
17 |
i
Section 16.9
|
Survival
|
17 |
Section 16.10
|
Priorities
|
17 |
Section 16.11
|
Merger of
Agreement |
18 |
Section 16.12
|
Counterparts
|
18 |
ii
AGREEMENT made as
of the 1st day of December, 2006, by and among each of the BlackRock closed-end investment companies listed on Exhibit C attached hereto, having a principal office and place of business at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (each the
"Customer"), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally charted trust company doing
business at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (collectively the "Transfer Agent").
WHEREAS, the Customer desires to appoint the Transfer Agent as sole transfer agent, registrar, dividend disbursing agent and administrator of dividend reinvestment plans.
WHEREAS, the Board of Directors or Trustees, as applicable, of each Customer has approved appointment of the
Transfer Agent and the form of this Agreement.
NOW THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto agree as follows:
(a) "Account" or "Accounts" shall mean the account of each Shareholder which account shall hold any
full or fractional shares of stock held by such Shareholder and/or outstanding funds
or tax reporting to be done.
(b) "Additional Services" shall
mean any and all services which are not Services as set forth in the Fee and Service Schedule, but performed by Transfer Agent upon
request of Customer.
(c) "Agreement" shall mean this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications, which may from time to time be executed.
(d) "Annual Period" shall mean each twelve (12) month period commencing on the Effective Date and, thereafter, on each anniversary of the Effective
Date.
(e) "Board of Directors" means the Board of Directors or the Board of Trustees, as the
case may be, of each Customer.
(f) "Closed Account" shall mean an
account with a zero share balance, no outstanding funds or no reportable tax information.
(g) "Dividend Reinvestment Plan
" shall mean the services as set forth in Section
4 and in the Fee and Service Schedule.
(h) "Effective Date" shall mean the date first stated above.
(i) "Fee and Service Schedule
" shall mean the fees and services set forth in the "Fee and Service Schedule" attached hereto.
3
(j) "Participant" or "Participants" shall mean Shareholders enrolled in a Dividend Reinvestment Plan.
(k) "Services" shall mean any and
all services as further described herein and in the "Fee and Service Schedule" or other schedules attached hereto.
(l) "Share" shall mean common units of beneficial interest or common stock, as the case may be, of each Customer authorized by the Customer's respective Declaration of Trust or Articles of Incorporation, as the case may
be.
(m) "Shareholder" shall mean the holder of record of Shares.
(a) Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange
Commission for initial public offerings;
(b) Specimens of all forms of stock certificates relating to outstanding Shares, in forms approved by
the Board of Directors of the Customer, with a certificate of the Secretary of each Customer as to such approval; and
(c) Specimens of the Signatures of the officers of
the Customer authorized to sign stock certificates and individuals authorized to sign written instructions and
requests.
4
In accordance with the procedures established from time to time by
agreement between the Customer and the Transfer Agent, the Transfer Agent shall:
(a) issue and record the appropriate number of Shares as authorized and hold such shares in the
appropriate shareholder ("Shareholder") account;
(b) effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;
(c) prepare and transmit payments for dividends and distributions declared by the Customer, provided
good funds for said dividends or distributions are received by the Transfer Agent on or prior to the scheduled payable date for said dividends or distributions;
(d) act as agent
for Shareholders pursuant to the dividend reinvestment plan, and other investment programs, if any, as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party;
(e) issue replacement certificates for those certificates alleged to have been lost, stolen or
destroyed upon receipt from the respective Shareholder by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Customer harmless, absent notice to the Customer and the Transfer Agent that such certificates have been acquired by a bona fide purchaser. The Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity. Further, the Transfer Agent may at its sole option accept indemnification from a Customer to issue replacement certificates for those
certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond; and
(f) issue
replacement checks and place a stop payment order on original checks based on shareholder's representation that a check was not received
or was lost. Such stops and replacement will be deemed to have been made at the
request of Customer and Customer shall be responsible for all losses or claims resulting from such replacement.
5
6
Internal
Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.
7
be required by law or legal process. Invoices shall be sent to each Customer, with a duplicate copy to BlackRock Financial Management, Inc.
(a) If any
undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Customer shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large
domestic Transfer Agents) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by Customer on the first day of publication during the month when such amount
was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of
Massachusetts law.
(b) The failure by Customer to pay an invoice within 45 days after written and telephonic notice to
Customer that payment is overdue or the failure by the Customer to timely pay two consecutive invoices shall constitute a material breach pursuant to Section 15.4(a) below. Transfer Agent will provide notice by writing and telephone forty-five (45) days after
payment is past due. The Transfer Agent may terminate this Agreement for such material breach immediately and shall not be obligated
to provide the Customer with 30 days to cure such breach.
8
and constitutes the legal valid and binding obligation of Transfer Agent enforceable against Transfer
Agent in accordance with its terms.
Each Customer severally and not jointly represents and warrants to the
Transfer Agent that:
9
willful misconduct or that of its employees as set forth and subject to the limitations set forth in Section
8.4 below.
(a) All
actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful
misconduct;
(b) The Customer's
bad faith, negligence or willful misconduct or the material breach of any representation or warranty of the Customer hereunder;
(c) The reliance or
use by the Transfer Agent or its agents or subcontractors of information, records and documents which
(i) are received by the Transfer Agent or its agents or subcontractors and furnished to it by or on behalf of the Customer, and
(ii) have been prepared and /or maintained by the
Customer or any other person or firm on behalf of the Customer. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar other than State Street Bank and Trust Company in its role
as prior transfer agent during the period from September 30, 1995 until the date of this Agreement;
(d) The reliance or
use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders;
(e) The reliance
on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Customer's representatives, provided such actions are taken in good faith and without negligence or willful misconduct;
(f) The offer or sale of Shares in violation of any federal or state securities laws requiring that
such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares;
and
(g) Any actions
taken or omitted to be taken by any former agent of Customer (other than State Street Bank and Trust Company in its role as prior transfer agent during the period from September 30, 1995 until the date of this Agreement) and arising from Transfer Agent's reliance on the certified list of holders.
10
11
Section 9. Damages.
NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED
PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Transfer Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Customer, by its acceptance
hereof, shall be bound:
Section 10.1 Whenever in
the performance of its duties hereunder the Transfer Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the
Board, the President, any Vice President, the Treasurer, any Assistant treasurer, the Secretary or any Assistant Secretary of the Customer or the Funds and delivered to the Transfer Agent. Such
certificate shall be full authorization to the Transfer Agent for any action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate provided the action taken is without negligence, bad faith or willful misconduct.
Section 10.2 The Customer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.
Section 10.3 Transfer Agent, any of its
affiliates or subsidiaries, and any stockholder, director, officer or employee of the Transfer Agent may buy, sell or deal in the
securities of the Customer or the Funds or become pecuniary interested in any transaction in which the Customer may be interested, or contract with or lend money to the Customer or the Funds or
otherwise act as fully and freely as though it were not appointed as agent under this Agreement. Nothing herein shall preclude the Transfer Agent from acting in any other capacity for the
Customer or the Funds or for any other legal entity.
Section
10.4 No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its
rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
12
(a) A copy of the
Articles of Incorporation and By-Laws of the Customer;
(b) Copies of all material amendments to its Articles of Incorporation or By-Laws made after the date
of this Agreement, promptly after such amendments are made; and
(c) A certificate of the Customer as to the Shares authorized, issued and outstanding, as
well as a description of all reserves of unissued shares relating to the exercise of
options, warrants or a conversion of debentures or otherwise.
13
information whatsoever in trust for the sole benefit of the Transfer Agent or the Customer and their succ
essors and assigns. The above prohibition of disclosure shall not apply to the
extent that the Transfer Agent must disclose such data to its sub-contractor or agents for purposes of providing services under this Agreement.
14
pocket expenses or costs
associated with the movement of records and material will be borne by the Customer. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination and a de-conversion/transition fee in an amount equal to 20% of the
aggregate fees incurred by Customer during the immediately preceding twelve (12) month period.
This Agreement may be terminated in
accordance with the following:
(a) at any time by either party upon a material breach of a representation, covenant or term of this Agreement by the other which is not cured within a period not to exceed thirty (30) days after the date of
written notice thereof by the other party; and
(b) by Transfer Agent, at any time, in the event that during the term if this Agreement, a bankruptcy
or insolvency proceeding is filed by or against Customer or a trustee or receiver is appointed for any substantial part of Customer's property (and in a case of involuntary bankruptcy, insolvency
or receivership proceeding, there is entered an order for relief, or order appointing a receiver or some similar order or decree and Customer does not succeed in having such order lifted or stayed within sixty (60) days from the date of its entry), or Customer makes an assignment of all or substantially all of its property for the benefit of creditors
or ceases to conduct its operations in the normal course or business.
15
responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and
omissions.
Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.
Any notice or communication by the
Transfer Agent or the Customer to the other is duly given if in writing and delivered in person or mailed by first class mail, postage prepaid, telex, telecopier or overnight air courier guaranteeing next day delivery, to the other's
address:
If to the Customer:
c/o BlackRock Advisors Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn:
If to the Transfer Agent:
Computershare Trust Company, N.A.
c/o Computershare Shareholder Services, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attn: General Counsel
The Transfer Agent and the Customer may, by notice to the other, designate additional or different addresses for subsequent notices or communications.
All the covenants and provisions of this agreement by or for the benefit of the Customer or the Transfer Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.
16
This Agreement may be amended or modified by a written amendment executed by both parties hereto and authorized or approved
by a resolution of the Board of Directors of the Customer.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the
remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
This Agreement shall be governed by the
laws of The Commonwealth of Massachusetts.
Notwithstanding anything to the contrary contained herein, Transfer Agent shall not be liable for any delays or failures in performance resulting from acts beyond its
reasonable control including, without limitation, acts of God, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.
Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the
provisions hereof.
The provisions of this Agreement are intended to benefit only the Transfer Agent, the Customer and their respective permitted successors and assigns. No rights
shall be granted to any other person by virtue of this agreement, and there are no third party beneficiaries hereof.
All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive
the termination of this Agreement.
In the event of any conflict,
discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.
17
This agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or
written.
This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
BlackRock Advisors, Inc.
On behalf of the BlackRock
Closed-End
Investment Companies listed on Exhibit C
By: |
|||
Name: |
|||
Title: |
Computershare Shareholder Services, Inc. |
Computershare Trust Company, N.A. | |||||
By: |
By: |
|||||
Name: |
Name: |
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Title: |
Title: |
18
EXHIBIT C
BAI Liquidating LLC
BlackRock Broad Investment Grade 2009 Term Trust, Inc.
BlackRock California Insured Muni 2008 Term Trust, Inc.
BlackRock California Insured Municipal Income Trust
BlackRock California Investment Quality Muni Trust, Inc.
BlackRock California Municipal 2018 Term Trust
BlackRock California Municipal Bond Trust
BlackRock Core Bond Trust
BlackRock Florida Insured Muni 2008 Term Trust
BlackRock Florida Insured Municipal Income Trust
BlackRock Florida Investment Quality Muni Trust, Inc.
BlackRock Florida Municipal 2020 Term Trust
BlackRock Florida Municipal Bond Trust
BlackRock Florida Municipal Income Trust
BlackRock Global Floating Rate Income Trust
BlackRock High Income Shares
BlackRock High Yield Trust
BlackRock Income Opportunity Trust, Inc.
BlackRock Income Trust, Inc.
BlackRock Insured Muni 2008 Term Trust, Inc.
BlackRock Insured Municipal Income Trust
BlackRock Insured Municipal Term Trust, Inc.
BlackRock Investment Quality Muni Trust, Inc.
BlackRock Limited Duration Income Trust
BlackRock Long-Term Municipal Advantage Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Municipal 2018 Term Trust
BlackRock Municipal 2020 Term Trust
BlackRock Municipal Bond Trust
BlackRock Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock Municipal Target Term Trust, Inc.
BlackRock New Jersey Investment Quality Muni Trust, Inc.
BlackRock New Jersey Municipal Bond Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Insured Muni 2008 Term Trust, Inc.
BlackRock New York Insured Municipal Income Trust
BlackRock New York Investment Quality Muni Trust, Inc.
BlackRock New York Municipal 2018 Term Trust
BlackRock New York Municipal Bond Trust
BlackRock New York Municipal Income Trust
BlackRock New York Municipal Income Trust II
C-1
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Preferred Opportunity Trust
BlackRock Strategic Bond Trust
BlackRock Strategic Municipal Trust
BlackRock Virginia Municipal Bond Trust
BlackRock MuniIntermediate Duration Fund, Inc.
BlackRock MuniEnhanced Fund, Inc.
BlackRock MuniHoldings Insured Fund II, Inc.
BlackRock MuniYield Insured Fund, Inc.
BlackRock MuniYield Quality Fund, Inc.
BlackRock MuniYield California Insured Fund, Inc.
BlackRock Muni New York Intermediate Duration Fund, Inc.
BlackRock MuniYield Pennsylvania Insured Fund
BlackRock Preferred Income Strategies Fund, Inc.
BlackRock Preferred and Corporate Income Strategies Fund,
Inc.
BlackRock Corporate High Yield Fund,
Inc
BlackRock Corporate High Yield Fund III,
Inc.
BlackRock Corporate High Yield Fund V,
Inc.
BlackRock Corporate High Yield Fund VI,
Inc.
BlackRock Diversified Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock S&P 500 Protected Equity Fund,
Inc.
BlackRock Preferred and Equity Advantage
Trust
C-2