Exhibit (k)(1)
--------------
[EQUISERVE LOGO]
FORM OF
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE BLACKROCK FLORIDA MUNICIPAL INCOME TRUST
and
EQUISERVE TRUST COMPANY, N.A.
Innovative Leadership in Shareholder Services.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
TABLE OF CONTENTS
-----------------
Article 1 Terms of Appointment; Duties of the Bank...............................................1
Article 2 Fees and Expenses......................................................................3
Article 3 Representations and Warranties of the Bank.............................................4
Article 4 Representations and Warranties of the Fund.............................................4
Article 5 Data Access and Proprietary Information................................................5
Article 6 Indemnification........................................................................6
Article 7 Standard of Care.......................................................................8
Article 8 Covenants of the Fund and the Bank.....................................................8
Article 9 Termination of Agreement..............................................................10
Article 10 Assignment............................................................................10
Article 11 Amendment.............................................................................11
Article 12 Massachusetts Law to Apply............................................................11
Article 13 Force Majeure.........................................................................11
Article 14 Consequential Damages.................................................................11
Article 15 Merger of Agreement...................................................................11
FORM OF
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 26th day of July 2001, by and between The
BlackRock Florida Municipal Income Trust, a Delaware business trust, having
its principal office and place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 (the "Trust"), and EQUISERVE TRUST COMPANY,
N.A., a national banking association having its principal office and place
of business at 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 (the "Bank").
WHEREAS, the Trust desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent 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 Trust hereby employs and appoints the Bank to act as, and
the Bank agrees to act as registrar, transfer agent for the Trust's
authorized and issued shares of its beneficial interest ("Shares"),
dividend disbursing agent and agent in connection with any dividend
reinvestment plan as set out in the prospectus of the Trust, 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 Trust 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)
Prepare and transmit payments for dividends and distributions
declared by the Trust;
(iv) 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;
(v) 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 Trust, and the Bank at 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 and agent of the dividend reinvestment and cash purchase
plan as described in Article 1 consistent with those requirements in effect
as of the date of this Agreement. The detailed definition, frequency,
limitations and associated costs (if any) set out in the attached fee
schedule, include but are 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
Trust (i.e., escheatment services) which may be agreed upon in writing
between the Trust and the Bank.
ARTICLE 2 Fees and Expenses
2.01 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 2.02 below may be changed
from time to time subject to mutual written agreement between the Trust and
the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the
Trust 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 Trust, will be reimbursed by the Trust.
2.03 The Trust 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, Trust
reports and other mailings to all Shareholder accounts shall be advanced to
the Bank by the Trust 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 Trust that:
3.01 It is a trust company and national banking association
existing and in good standing under the laws of the United States.
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 Trust
The Trust represents and warrants to the Bank that:
4.01 It is a business trust duly organized and existing and in
good standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its Agreement
and Declaration of Trust and By-Laws to enter into and perform this
Agreement.
4.03 All corporate proceedings required by said Agreement and
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 been
made with respect to all Shares of the Trust 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 Trust acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques,
and other information furnished to the Trust by the Bank are provided
solely in connection with the services rendered under this Agreement and
constitute copyrighted trade secrets or proprietary information of
substantial value to the Bank. Such databases, programs, formats, designs,
techniques and other information are collectively referred to below as
"Proprietary Information." The Trust agrees that it shall 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 expressly permitted hereunder. The Trust agrees for
itself and its employees and agents:
(a) to use such programs and databases (i) solely on the Trust
computers, or (ii) solely from equipment at the locations agreed to between
the Trust and the Bank and (iii) in accordance with the Bank's applicable
user documentation;
(b) to refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the Trusts' computers) any
part of any Proprietary Information;
(c) to refrain from obtaining unauthorized access to any programs,
data or other information not owned by the Trust, and if such access is
accidentally obtained, to respect and safeguard the same Proprietary
Information;
(d) to refrain from causing or allowing information transmitted
from the Bank's computer to the Trusts' terminal to be retransmitted to any
other computer terminal or other device except as expressly permitted by
the Bank (such permission not to be unreasonably withheld);
(e) that the Trust shall have access only to those authorized
transactions as agreed to between the Trust and the Bank; and
(f) to honor 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 and under applicable statues.
5.02 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 Shares or (ii) transmit
Shareholder 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.
ARTICLE 6 Indemnification
6.01 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, 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 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 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 Trust
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 Trust 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 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, machine readable input, telex, CRT
data entry or other similar means authorized by the Trust, 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. 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 Trust, 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
Trust may be required to indemnify the Bank, the Bank shall promptly notify
the Trust in writing of such assertion, and shall keep the Trust advised
with respect to all developments concerning such claim. The Trust 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 Trust may be required to indemnify the Bank except with
the Trust'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 or that of its
employees.
ARTICLE 8 Covenants of the Trust and the Bank
8.01 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 Agreement and Declaration of Trust and By-Laws
of the Trust and all amendments thereto.
8.02 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.
8.03 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 Trust and will be preserved,
maintained and made available in accordance with such Section and Rules,
and will be surrendered promptly to the Trust on and in accordance with its
request.
8.04 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 requested by a governmental
entity or as may be required by law. 8.05 In cases of any requests or
demands for the inspection of the Shareholder 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 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 Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Trust. In the event that in connection with
termination of this Agreement, a successor to any of the Bank's duties or
responsibilities under this Agreement is designated by the Trust by written
notice to the Bank, the Bank shall, promptly upon such termination and at
the expense of the Trust, transfer all records and shall cooperate in the
transfer of such duties and responsibilities. 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
Trust, subcontract for the performance hereof with (i) EquiServe Limited
Partnership, a Delaware limited partnership ("EquiServe"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) an 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.
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 Trust.
ARTICLE 12 Massachusetts Law to Apply
12.01 This Agreement shall be construed and the provisions thereof
interpreted 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.
THE BLACKROCK FLORIDA
MUNICIPAL INCOME TRUST
BY: /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
EQUISERVE TRUST COMPANY, N.A.
BY: /s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
