REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK MQE INVESTORS
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
----
1. Terms of Appointment; Duties of the Bank . . . . . . . . 1
2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . 5
3. Representations and Warranties of the Bank . . . . . . . 6
4. Representations and Warranties of the Trust . . . . . . 6
5. Data Access and Proprietary Information . . . . . . . . 7
6. Indemnification . . . . . . . . . . . . . . . . . . . . 9
7. Standard of Care . . . . . . . . . . . . . . . . . . . . 11
8. Covenants of the Trust and the Bank . . . . . . . . . . 11
9. Termination of Agreement . . . . . . . . . . . . . . . . 12
10. Assignment . . . . . . . . . . . . . . . . . . . . . . . 12
11. Amendment . . . . . . . . . . . . . . . . . . . . . . . 13
12. Massachusetts Law to Apply . . . . . . . . . . . . . . . 13
13. Force Majeure . . . . . . . . . . . . . . . . . . . . . 13
14. Consequential Damages . . . . . . . . . . . . . . . . . 14
15. Merger of Agreement . . . . . . . . . . . . . . . . . . 14
16. Disclaimer of Liability . . . . . . . . . . . . . . . . 14
REGISTRAR, TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 1st day of November, 1996, by
and between BlackRock MQE Investors, a Delaware business
trust, having its principal office and place of business
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Trust"), 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 Trust desires to appoint the Bank as its
registrar, transfer agent, and dividend disbursing agent
and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
----------------------------------------
1.1 Subject to the terms and conditions set forth in
this Agreement, the Trust hereby appoints the Bank
to act as, and the Bank agrees to act as registrar,
transfer agent and dividend disbursing agent for the
Trust's authorized and issued units of its
beneficial interest ("Units") and preferred units of
its beneficial interest (the "Preferred Units").
1.2 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from
time to time by agreement between the Trust and
the Bank, the Bank shall:
(i) Issue and record the appropriate number
of Units and Preferred Units as
authorized and hold such Units and
Preferred Units in the appropriate
holder of Units (a "Holder") or the
holder of Preferred Units (a "Preferred
Holder");
(ii) Effect transfers of Units and Preferred
Units by the registered owners thereof
upon receipt of appropriate
documentation including the written
consent of the Trust;
(iii) Prepare and transmit payments for
dividends and distributions declared by
the Trust;
(iv) Mail to the purchaser confirmation of
its purchase and notice of the holding
referred to in clause (I);
(v) In connection with dividends and other
distributions, instruct the Custodian
to wire or otherwise electronically
transfer net investment income and
capital gain dividends or distributions
to each Holder or Preferred Holder
specifying the amount thereof to be so
transferred to such Holder or Preferred
Holder;
(vi) Prepare and file with the Internal
Revenue Service and with the
appropriate state agencies, and, if
required, mail to Holders and Preferred
Holders such returns for reporting any
information as to the federal income
tax consequences of dividends and
distributions paid, credited or
withheld as are required on the part of
the Trust to be so filed and mailed;
(vii) Prepare and mail an individual monthly
statements to each Holder and Preferred
Holder showing all activity in such
Holder's or Preferred Holder's account
for the month. Upon request, from a
Holder or Preferred Holder, the Bank
shall prepare and mail a year-to-date
statement showing all the activity in
such Holder's or Preferred Holder's
account on a year-to-date basis;
(viii) Mail to the Holders and Preferred
Holders reports and proxy material,
proxy cards and other material supplied
to it by the Trust in connection with
Holder or Preferred Holder meetings of
the Trust and receive, examine and
tabulate returned proxies and certify
the vote to the Trust, all as and to
the extent requested by the Trust;
(ix) Promptly answer all inquiries by
Holders and Preferred Holders
pertaining to their accounts maintained
by the Bank hereunder; and
(x) Cooperate with the Trust and the
Trust's independent public accountants
in connection with (a) the preparation
of reports to Holders and Preferred
Holders, to the Securities and Exchange
Commission (including all required
periodic and other reports), to state
securities commissioners, and to
others, (b) annual and other audits of
the books and records of the Trust, and
(c) other matters of a like nature.
1.3 Listed herein are additional services that more
fully define the services listed in Section 1.2.
The Bank shall perform the following services:
(a) Account Maintenance Services:
* Establishing new accounts
* Preparation and mailing of W-9 solicitation
to new accounts without T.I.N.'s
* Address changes
* Processing T.I.N. changes
* Processing routine and non-routine
transfers of ownership
* Issuance of credit certificates
* Posting debit and credit transactions
* Providing a daily transfer journal of
ownership changes
* Responding to written Holder of Preferred
Holder communications
* Responding to Holder and Preferred Holder
telephone inquiries
* Placing stop transfers
* Releasing stop transfers
* Replacing lost certificates
* Registration of credit certificates
* Effect transfers of Units and/or Preferred
Units by the registered owners thereof upon
receipt of appropriate documentation
including written consent of the Trust.
(b) Distribution Disbursement Services:
* Generate and mail distribution checks with
one enclosure
* Generate and mail interest checks with one
enclosure
* Electronic transfer of funds
* Replace lost distribution checks
* Processing of backup withholding and
remittance
* Preparation and filing of Federal Tax Forms
1099 and 1042
* Preparation and filing of State Tax
Information as directed
* Preparation of escheatment information
(units and distributions)
(c) Distribution Reinvestment Services Provided:
* Processing optional cash investments and
acknowledging same
* The reinvestment of distribution proceeds
for participants
* Participants withdrawal or sell requests
* Preparation, mailing and filing of Federal
Tax Form 1099B for sales
(d) Annual Meeting Services:
* Preparation for the mailing of proxies:
proxy statement, annual report and business
reply envelope
* Providing one set of labels of banks,
brokers and nominees for broker search
* Providing record date list
* Tabulation of returned proxies
* Daily reporting of tabulation results
* Interface support during solicitation
effort
* Providing one Inspector of Election at
annual meeting
* Providing an annual meeting voted list
(e) Addressing and Mailing Services:
* Preparation for the addressing and mailing
of quarterly or semi-annual reports
(f) Informational Services Provided:
* One (1) complete statistical report
- holders by state
- holders by classification code
- holders by share grouping
2. Fees and Expenses
-----------------
2.1 For the performance by the Bank pursuant to this
Agreement, the Trust 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 2.2 below may be changed from time to time
subject to mutual written agreement between the
Trust and the Bank.
2.2 In addition to the fee paid under Section 2.1 above,
the Trust agrees to reimburse the Bank for
reasonable out-of-pocket expenses, including but not
limited to confirmation production, postage, forms,
telephone, microfilm, microfiche, tabulating
proxies, records storage, or advances incurred bv
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 Trust, will be reimbursed by the
Trust.
2.3 The Trust agrees to pay all fees and reimbursable
expenses within five days following the receipt of
the respective billing notice. Postage and costs of
material for mailing of distributions, proxies,
Trust reports and other mailings to all Holder or
Preferred Holder accounts shall upon the Bank's
request, be advanced to the Bank by the Trust at
least seven (7) days prior to the mailing date of
such materials.
3. Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Trust that:
3.1 It is a trust company duly organized and existing
and in good standing under the laws of The
Commonwealth of Massachusetts.
3.2 It is duly registered as a transfer agent with the
Securities and Exchange Commission as a transfer
agent pursuant to Section 17A(c) of the Securities
and Exchange Act of 1934, as amended.
3.3 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
3.4 It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this
Agreement.
3.5 All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement.
3.6 It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Trust
-------------------------------------------
The Trust represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing
and in good standing under the laws of the State of
Delaware.
4.2 It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and
perform this Agreement.
4.3 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.
4.4 It is a closed-end, non-diversified investment
company registered under the Investment Company Act
of 1940, as amended.
4.5 It shall make all required filings under federal and
state securities laws.
5. Data Access and Proprietary Information
---------------------------------------
5.1 The Trust acknowledges that the data bases, computer
programs, screen formats, report formats,
interactive design techniques, and documentation
manuals furnished to the Trust by the Bank as part
of the Trust's ability to access certain Trust-
related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership
of the Bank or other third party ("Data Access
Services") constitute copyrighted, trade secret, or
other proprietary information (collectively,
"Proprietary Information") of substantial value to
the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data.
The Trust 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 Trust 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 the Bank 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 Proprietary
Information 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 Trust shall have access only to those
authorized transactions agreed upon by the
parties; and
(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 Section
5. The obligations of this Section shall survive any
earlier termination of this Agreement.
5.2 If the Trust 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
Trust 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.
5.3 If the transactions available to the Trust include
the ability to originate electronic instructions to
the Bank in order to (i) effect the transfer or
movement of cash or Units or Preferred Units or (ii)
transmit Holder or Preferred Holder information or
other information, 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.
6. Indemnification
---------------
6.1 The Bank shall not be responsible for, and the Trust
shall indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs,
charges, reasonable 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 Trust's lack of good faith, negligence or
willful misconduct which arise out of the
breach of any representation or warranty of the
Trust 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 Trust or any
other person or firm on behalf of the Trust
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 Trust.
(e) The offer or sale of Units or Preferred Units
in violation of any requirement under the
federal securities laws or regulations or the
securities laws or regulations of any state
that such Units or Preferred Units 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 Units or Preferred
Units in such state.
6.2 The Bank shall be responsible for any and all
losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising out
of acts attributed to the bad faith, negligence or
willful misconduct of the Bank and its agents or
subcontractors.
6.3 At any time the Bank may apply to any officer of the
Trust for instructions, 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 Trust for any
action taken or omitted by it in reasonable reliance
upon such instructions, provided that such action is
taken in good faith and without negligence. The
Bank shall be entitled to receive, and act upon,
advice of counsel (which counsel shall be selected
by the Bank with reasonable care based on such
counsel's professional competence and reputation or
shall be counsel for the Trust) and shall be without
liability for any action reasonably taken pursuant
to such advice in good faith and without negligence.
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 Trust,
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, by machine readable input,
telex, CRT data entry or other similar means
authorized by the Trust and reasonably believed to
be genuine, and shall not be held to have notice of
any change of authority of any person, until receipt
of written notice thereof from the Trust.
6.4 In order that the indemnification provision,
contained in this Section 6 shall apply, upon the
assertion of a claim for which the Trust may be
required to indemnify the Bank, its agents or
subcontractor (the "Covered Persons"), the Covered
Persons shall promptly notify the Trust of such
assertion, and shall keep the Trust advised with
respect to all developments concerning such claim.
The Trust shall have the option, at its election, to
participate with the Covered Persons in the defense
of such claim or to defend against said claim in its
own name or in the name of the Covered Persons and,
in the event that the Trust elects to defend against
said claim in its own name or in the name of the
Covered Persons, the Covered Persons shall incur no
further legal or other expenses for which they shall
be entitled to indemnification from the Trust. No
Covered Person shall in any case confess any claim
or make any compromise in any case in which the
Trust may be required to indemnify the Covered
Persons except with the Trust's prior written
consent.
7. Standard of Care
----------------
The Bank shall at all times act in good faith and
without negligence or willful misconduct 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 or that of its
employees.
8. Covenants of the Trust and the Bank
-----------------------------------
8.1 The Trust shall promptly furnish to the Bank the
following:
(a) A certified copy of the resolution of the Board
of Trustees of the Trust 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 Trust and all amendments thereto.
8.2 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to
the Trust 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.
8.3 The Bank shall keep records relating to the services
to be performed hereunder, in the form and manner
required by applicable law and otherwise as it may
deem advisable. 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 Trust and will be
preserved, maintained and made available in
accordance with Section 31 of the Investment Company
Act of 1940, as amended, and the Rules thereunder,
and will be surrendered promptly to the Trust on and
in accordance with its request.
8.4 The Bank and the Trust 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 bv law.
8.5 In case of any requests or demands for the
inspection of the Holder and/or Preferred Holder
records of the Trust, the Bank will endeavor to
notify the Trust and to secure instructions from an
authorized officer of the Trust as to such
inspection. The Bank reserves the right, however,
to exhibit the Holder and/or Preferred Holder
records to any person whenever it is advised by its
counsel that it may be held liable for the failure
to exhibit the Holder and/or Preferred Holder
records to such person.
9. Termination of Agreement
------------------------
9.1 This Agreement may be terminated by either party
upon sixty (60) days written notice to the other.
9.2 Should the Trust exercise its right to terminate,
all reasonable out-of-pocket expenses of the Bank
associated with the movement of records and material
will be borne by the Trust.
10. Assignment
----------
10.1 Except as provided in Section 10.3 below, neither
this Agreement nor any rights or obligations
hereunder may be assigned by either party without
the written consent of the other party.
10.2 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective
permitted successors and assigns.
10.3 The Bank may, without further consent on the part of
the Trust, subcontract for the performance hereof
with (i) Boston EquiServe Limited Partnership, a
Massachusetts limited partnership ("Boston
Equiserve") which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended
("Section 17A(c)(2)"); (ii) a Boston EquiServe
affiliate duly registered as a transfer agent
pursuant to Section 17A(c)(2); provided, however,
that the Bank shall be as fully responsible to the
Trust for the acts and omissions of any
subcontractor as it is for its own acts and
omissions.
11. Amendment
---------
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 Trust.
12. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the
laws of The Commonwealth of Massachusetts.
13. Force Majeure
-------------
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.
14. Consequential Damages
---------------------
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.
15. Merger of Agreement
-------------------
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.
16. Disclaimer of Liability
-----------------------
Notwithstanding anything to the contrary contained
in this Agreement, the parties hereto acknowledge
and agree that, as provided in Section of the
Declaration of Trust, this Agreement is executed by
the Trustees and/or officers of the Trust by them
not individually but as such Trustees and/or
officers of the Trustees or Holders or Preferred
Holders individually but bind only this estate of
the Trust.
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 MQE INVESTORS
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Operating Officer
ATTEST:
-----------------------
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
ATTEST:
-----------------------
