REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
and
STATE STREET BANK AND TRUST COMPANY
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
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the day of , 1991,
by and between BLACKROCK MUNICIPAL TARGET TERM TRUST INC., a Maryland
corporation, 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
common stock ("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 Maryland.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation 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 been 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
Directors of the Fund authorizing the appointment of the
Bank and the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation 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 Directors 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.
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 INSURED MUNICIPAL TARGET 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 State Street Bank and Trust Company
By:______________________ By: ________________________________
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
Title: Treasurer Title: Vice President
