Exhibit j.(2)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST
and
STATE STREET BANK AND TRUST COMPANY
2B592
WP1978C
TABLE OF CONTENTS
Page
3 Article 1 Terms of Appointment; Duties of the Bank
4 Article 2 Fees and Expenses
5 Article 3 Representations and Warranties of the Bank
5 Article 4 Representations and Warranties of the Fund
6 Article 5 Data Access and Proprietary Information
7 Article 6 Indemnification
9 Article 7 Standard of Care
9 Article 8 Covenants of the Fund and the Bank
10 Article 9 Termination of Agreement
10 Article 10 Assignment
10 Article 11 Amendment
10 Article 12 Massachusetts Law to Apply
11 Article 13 Force Majeure
11 Article 14 Consequential Damages
11 Article 15 Merger of Agreement
12 Article 16 Shareholder Liability
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of September
, 1992, by and between BLACKROCK
FLORIDA INSURED MUNICIPAL 2008 TERM TRUST, a Massachusetts business trust,
having its principal office and place of business at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, (the "Fund"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Bank").
WHEREAS, the Fund desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent, custodian of certain retirement
plans and agent in connection with certain other activities and the Bank
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 Terms of Appointment: Duties of the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act
as, and the Bank agrees to act as registrar, transfer agent for
the Fund's authorized and issued shares of its beneficial
interests ("Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any
dividend reinvestment plan as set out in the prospectus of the
Fund, corresponding to the date of this Agreement.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from
time to time by agreement between the Fund and the Bank, the
Bank shall:
(i) Issue and record the appropriate number of Shares as authorized and
hold such Shares in the appropriate Shareholder account;
(ii) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate documentation;
(iii) Execute transactions directly with broker-dealers authorized by the
Fund who shall thereby be deemed to be acting on behalf of the Fund;
(iv) Prepare and transmit payments for dividends and distributions declared
by the Fund;
(v) Act as agent for Shareholders pursuant to the dividend reinvestment and
cash purchase plan as amended from time to time in accordance with the
terms of the agreement to be entered into between the Shareholders and the
Bank in substantially the form attached as Exhibit A hereto:
(vi) Issue replacement certificates for those certificates alleged to have
been lost, stolen or destroyed upon receipt by the Bank of indemnification
satisfactory to the Bank and protecting the Bank and the Fund, and the Bank
as its option, may issue replacement certificates in place of mutilated
stock certificates upon presentation thereof and without such indemnity.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the
Bank shall: (i) perform all of the customary services of a
registrar, transfer agent, dividend disbursing agent,
custodian of certain retirement plans and agent of the
dividend reinvestment and cash purchase plan as described in
Article 1 consistent with those requirements in effect as at
the date of this Agreement. The detailed definition,
frequency, limitations and associated costs (if any) set out
in the attached fee schedule, include but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, and mailing Shareholder
reports to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where applicable,
preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends
and distributions by federal authorities for all registered
Shareholders.
(c) The Bank shall provide additional services on behalf of
the Fund (i.e., escheatment services) which may be agreed
upon in writing between the Fund and the Bank.
Article 2 Fees and Expenses
2.01 For the performance by the Bank pursuant to this Agreement,
the Fund agrees to pay the Bank an annual maintenance fee as
set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject
to mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the
Fund agrees to reimburse the Bank for out-of-pocket expenses,
including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, tabulating
proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto.
In addition, any other expenses incurred by the Bank at the
request or with the consent of the Fund, will be reimbursed
by the Fund.
2.03 The Fund agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective
billing notice. Postage and the cost of materials for
mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to the
Bank by the Fund at least seven (7) days prior to the mailing
date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing and in
good standing under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and
perform this Agreement.
4.03 All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
4.04 It is a closed-end, diversified investment company
registered under the Investment Company Act of 1940, as
amended.
4.05 To the extent required by federal securities laws a
registration statement under the Securities Act of 1933,
as amended is currently effective and appropriate state
securities law filings have een made with respect to all
Shares of the Fund being offered for sale; information to
the contrary will result in immediate notification to the
Bank.
4.06 It shall make all required filings under federal and
state securities laws.
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that the data bases, computer
programs, screen formats, report formats, interactive
design techniques, and documentation manuals furnished to
the Fund by the Bank as part of the Fund's ability to
access certain related data ("Customer Data") maintained
by the Bank on data bases under the control and ownership
of the Bank ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Bank. The Fund agrees to treat
all Proprietary Information as proprietary to the Bank
and further agrees that it shall not divulge any
Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees
and agents:
(a) to access Customer Data solely from locations as
may be designated in writing by the Bank and solely in
accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any way
the Proprietary Information;
(c) to refrain from obtaining unauthorized access to
any portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a timely
manner of such fact and dispose of such information in
accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party
data acquired hereunder from being retransmitted to any
other computer facility or other location, except with
the prior written consent of the Bank;
(e) that the Fund shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by
the Bank to protect at the Bank's expense the rights of
the Bank in Proprietary Information at common law,
under federal copyright law and under other federal or
state law.
Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Article 5.
The obligations of this Article shall survive any earlier
termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the
most recently issued user documentation for such
services, the Bank shall endeavor in a timely manner to
correct such failure. Organizations from which the Bank
may obtain certain data included in the Data Access
Services are solely responsible for the contents of such
data and the Fund agrees to make no claim against the
Bank arising out of the contents of such third-party
data, including, but not limited to, the accuracy
thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS
AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the
ability to originate electronic instructions to the Bank
in order to (i) effect the transfer or movement of cash
or Shares or (ii) transmit Shareholder information or
other information (such transactions constituting a
"COEFI"), then in such event the Bank shall be entitled
to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as
long as such instruction is undertaken in conformity with
security procedures established by the Bank from time to
time.
Article 6 Indemnification
6.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or
attributable to:
a) All actions of the Bank or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good
faith and without negligence or willful misconduct.
b) The Fund's lack of good faith, negligence or
willful misconduct which arise out of the breach of any
representation or warranty of the Fund hereunder.
c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or
services which (i) are received by the Bank or its
agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Fund or any other person
or firm on behalf of the Fund including but not limited
to any previous transfer agent or registrar.
d) The reliance on, or the carrying out by the Bank or
its agents or subcontractors of any instructions or
requests of the Fund.
e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such state
or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares
in such state.
6.02 At any time the Bank may apply to any officer of the Fund
for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the
services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors
shall not be liable and shall be indemnified by the Fund
for any action taken or omitted by it in reliance upon
such instructions or upon the opinion of such counsel.
The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank
or its agents or subcontractors by telephone, in person,
machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be
held to have notice of any change of authority of any
person, until receipt of written notice thereof from the
Fund. The Bank, its agents and subcontractors shall also
be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the
proper manual or facsimile signatures of the officers of
the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer
agent or co-registrar.
6.03 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim
for which the Fund may be required to indemnify the Bank,
the Bank shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect
to all developments concerning such claim. The Fund shall
have the option to participate with the Bank in the
defense of such claim or to defend against said claim in
its own name or in the name of the Bank. The Bank shall
in no case confess any claim or make any compromise in
any case in which the Fund may be required to indemnify
the Bank except with the Fund's prior written consent.
Article 7 Standard of Care
7.01 The Bank shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to
insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or
willful misconduct of that of its employees.
Article 8 Covenants of the Fund and the Bank
8.01 The Fund shall promptly furnish to the Bank the
following: (a) A certified copy of the resolution of the
Board of Trustees of the Fund authorizing the appointment
of the Bank and the execution and delivery of this
Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the
Fund for safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any; and
for the preparation or use, and for keeping account of,
such certificates, forms and devices.
8.03 The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may
deem advisable. To the extent required by Section 31 of
the Investment Company Act of 1940, as amended, and the
Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the
property of the Fund and will be preserved, maintained
and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on
and in accordance with its request.
8.04 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the
other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required
by law.
8.05 In cases of any requests or demands for the inspection of
the Shareholder records of the Fund, the Bank will
endeavor to notify the Fund and to secure instructions
from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to
exhibit the Shareholder records to any person whenever it
is advised by its counsel that it may be held liable for
the failure to exhibit the Shareholder records to such
person.
Article 9 Termination of Agreement
9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
9.02 Should the Fund exercise its right to terminate, all out-
of-pocket expenses associated with the movement of
records and material will be borne by the Fund.
Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such
termination and/or a charge equivalent to the average of
three (3) month's fees.
Article 10 Assignment
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of
the other party.
10.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted
successors and assigns.
10.03 The Bank may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts
corporation ( "BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(l) of the
Securities Exchange Act of 1934, as amended ("Section
17A(c)(l)"), (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(l) or (iii)
BFDS affiliate; provided, however, that the Bank shall be
as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts
and omissions.
Article 11 Amendment.
11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or
approved by a resolution of the Board of Trustees of the
Fund.
Article 12 Massachusetts Law to Apply
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws
of the Commonwealth of Massachusetts.
Article 13 Force Majeure
13.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure
or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such
causes.
Article 14 Consequential Damages
14.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision
of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder.
Article 15 Merger of Agreement
15.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement
with respect to the subject hereof whether oral or
written.
Article 16 Shareholder Liability
No shareholder of the Trust shall be subject to any personal
liability whatsoever to any person in connection with Trust property
or the acts, obligations or affairs of the Trust. No Trustee, officer,
employee or agent of the Trust shall be subject to any personal
liability whatsoever to any person, other than the Trust or its
shareholders, in connection with Trust property or affairs of the
Trust, save only that arising from bad faith, willful malfeasance,
gross negligence or reckless disregard for his duty to such person;
and all such persons shall look solely to the Trust property for
satisfaction of claims of any nature arising in connection with the
affairs of the Trust. If any shareholder, Trustee, officer, employee,
or agent, as such, of the Trust, is made a party to any suit or
proceeding to enforce any such liability, he shall not, on account
thereof, be held to any personal liability. The Trust shall indemnify
and hold each shareholder harmless from and against all claims and
liabilities to which such shareholder may become subject by reason of
his being or having been a shareholder, and shall reimburse such
shareholder for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed in their names and on their behalf by and through
their duly authorized officers, as of the day and year first above written.
BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST INC.
BY:_____________________________________________________
ATTEST:
_______________________________
STATE STREET BANK AND TRUST CO
BY:________________________________
Senior Vice President
ATTEST:
_________________________________
Assistant Secretary
FEE SCHEDULE
For
The BlackRock Advantage Term Trust Inc.
The BlackRock Income Trust Inc.
The BlackRock Insured Municipal Term Trust Inc.
The BlackRock Municipal Target Term Trust Inc.
The BlackRock North American Government Income Trust
The BlackRock Target Term Trust Inc.
The BlackRock 1998 Term Trust Inc.
The BlackRock Investment Quality Term Trust Inc.
The BlackRock 2001 Term Trust Inc.
The BlackRock Insured Municipal 2008 Term Trust Inc.
The BlackRock New York Insured Municipal 2008 Term Trust Inc.
The BlackRock California Insured Municipal 2008 Term Trust Inc.
The BlackRock Florida Insured Municipal 2008 Term Trust Inc.
First 15,000 shareholders $8.75 (Per account/Per annum)
Next 15,000 - 30,000 shareholders at $8.25 (Per account/Per annum)
Next 30,000 or more shareholders at $7.50 (Per account/Per annum)
Includes the issuance and registration of the first 5,000 credit
certificates per fund. Excess credits to be billed at $1.25 each.
For each dividend reinvestment per participant $0.75
For each optional cash infusion $0.75
ACCOUNT MAINTENANCE SERVICES
o Establishing new accounts
o Preparation and mailing of W-9 solicitation to new accounts without
T.I.N.'s.
o Address changes
o Processing T.I.N. changes
o Processing routine and non-routine transfers of ownership
o Issuance of credit certificates (see limits)
o Posting debit and credit transactions
o Providing a daily transfer journal of ownership changes
o Responding to written shareholder communications
o Responding to shareholder telephone inquiries
o Placing stop transfers
o Releasing stop transfers
o Replacing lost certificates
o Registration of credit certificates (see limits)
DIVIDEND DISBURSEMENT SERVICES
o Generate and mail monthly dividend checks with one enclosure
(12 per annum)
o Replace lost dividend checks
o Processing of backup withholding and remittance
o Preparation and filing of Federal Tax Forms 1099 and 1042
o Preparation and filing of State Tax information as directed
o Preparation of escheatment information (shares and dividends)
DIVIDEND REINVESTMENT SERVICES PROVIDED
o Addressing and mailing of enrollment confirmation notice
o Processing optional cash investments and acknowledging same
o The monthly reinvestment of dividend proceeds for participants
(12 per annum)
o Participant withdrawal or sell requests
o Preparation, mailing and filing of Federal Tax Form 1099B for sales
ANNUAL MEETING SERVICE
o Preparation for the mailing of proxies, proxy statement, annual report
and business reply envelope
o Providing one set of labels of banks, brokers and nominees for broker
search
o Providing a record date list
o tabulation of returned proxies
o Daily reporting of tabulation results
o Interface support during solicitation effort
o Providing one inspector of election at annual meeting
o Providing an annual meeting voted list
ADDRESSING AND MAILING SERVICES
o Addressing and mailing of three (3) quarterly reports
o Addressing and mailing new shareholder welcome materials on a weekly
basis
TERM OF FEE CONTRACT
o Two years from date of execution
o Minimum $1,000- per month per Fund
o Escalation Clause - The per account annual fee in effect during 1994
shall be equal to the fee for 1993 increased by the lesser of (I) 6%
or, (ii) the percentage increase in the U. S. Department of Labor
national index of "Cost of Services Less Rent" for the year 1993. The
fee for 1994-1996, after taking into effect this increase, will not
change.
MISCELLANEOUS
o All out-of-pocket expenses such as postage, stationery, etc. will be
billed as incurred.
ADDITIONAL SERVICES
o Services over and above this Fee Schedule will be invoiced in
accordance with our current Schedule of Services.
Dated:_______________________
The BlackRock Funds Company State Street Bank and Trust
By:________________________ By:____________________________
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
Title: Treasurer Title: Vice President
