BLK SUBSIDIARY INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the ____
day of August, 1997 between BLK SUBSIDIARY INC., a
Maryland corporation (the "Fund"), and Prudential Mutual
Fund Management Inc., a Delaware corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is a diversified closed-end
management investment company registered under the
Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Fund has retained an investment
adviser for the purpose of investing its assets in
securities and desires to retain the Administrator for
certain administrative services, and the Administrator is
willing to furnish such administrative services on the
terms and conditions hereinafter set forth,
NOW, THEREFORE, the parties hereto agree as
follows:
1. The Fund hereby appoints the Administrator
to provide the services set forth below, subject to the
overall supervision of the Board of Directors of the Fund
for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such
appointment and agrees during such period to render the
services herein described and to assume the obligations
herein set forth, for the compensation herein provided.
2. Subject to the supervision of the Board of
Directors and officers of the Fund, the Administrator
shall provide facilities for meetings of the Board of
Directors and shareholders of the Fund and office
facilities and personnel to assist the officers of the
Fund in the performance of the following services:
(a) Oversee the determination and
publication of the Fund's net asset value in accordance
with the Fund's policy as adopted from time to time by
the Board of Directors;
(b) Oversee the maintenance by State
Street Bank and Trust Company of certain books and
records of the Fund as required under the Investment
Company Act of 1940 and maintain (or oversee maintenance
by such other persons as approved by the Board of
Directors) such other books and records (other than those
maintained by the investment adviser) required by law or
for the proper operation of the Fund;
(c) Prepare and file the Fund's federal,
state and local income tax returns and any other required
tax returns;
(d) Review the appropriateness of and
arrange for payment of the Fund's expenses;
(e) Prepare for review and approval by
officers of the Fund financial information for the Fund's
semi-annual and annual reports, proxy statements and
other communications with shareholders required or
otherwise to be sent to Fund shareholders, and arrange
for the printing and dissemination of such reports and
communications to shareholders;
(f) Prepare for review by an officer of
the Fund the Fund's periodic financial reports required
to be filed with the Securities and Exchange Commission
("SEC") on Form N-SAR and Form N-2 and such other
reports, forms or filings, as may be mutually agreed
upon;
(g) Prepare reports relating to the
business and affairs of the Fund (not otherwise
appropriately prepared by the Fund's investment adviser,
custodian, counsel or auditors);
(h) Prepare such information and reports
as may be required by any stock exchange or exchanges on
which the Fund's shares are listed;
(i) Make such reports and recommendations
to the Board concerning the performance of the
independent accountants as the Board may reasonably
request or deems appropriate;
(j) Make such reports and recommendations
to the Board concerning the performance and fees of the
Fund's custodian, transfer and dividend disbursing agent
as the Board may reasonably request or deems appropriate;
(k) Oversee and review calculations of
fees paid to the Administrator, the investment adviser
and the custodian;
(l) Consult with the Fund's officers,
independent accountants, legal counsel, custodian,
accounting agent and transfer and dividend disbursing
agent in establishing the accounting policies of the
Fund;
(m) Review implementation of any stock
purchase or dividend reinvestment programs authorized by
the Board of Directors;
(n) Facilitate bank or other borrowings
by the Fund;
(o) Prepare such information and reports
as may be required by any banks from which the Fund
borrows funds;
(p) Provide such assistance to the
investment adviser, the custodian and the Fund's counsel
and auditors as generally may be required to properly
carry on the business and operations of the Fund; and
(q) Respond to or refer to the Fund's
officers or transfer agent, shareholder inquiries
relating to the Fund.
(r) Provide to Standard & Poor's
Corporation ("S&P"), upon its request, corporate or
financial information reasonably available to the
Administrator to assist S&P in the rating of the Fund's
shares.
All services are to be furnished
through the medium of any directors, officers or
employees of the Administrator as the Administrator deems
appropriate in order to fulfill its obligations
hereunder.
Each party shall bear all its own expenses
incurred in connection with this Agreement.
3. The Fund shall not pay the Administrator
any fee for services rendered under this Agreement.
4. The Administrator assumes no
responsibility under this Agreement other than to render
the services called for hereunder, and specifically
assumes no responsibilities for investment advice or the
investment or reinvestment of the Fund's assets.
5. The Administrator shall not be liable for
any error of judgment or for any loss suffered by the
Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in
the performance of, or from reckless disregard by it of
it obligations and duties under, this Agreement.
6. This Agreement shall become effective as
of the date on which the Fund's Registration Statement on
Form N-2 is filed with the SEC and shall thereafter
continue in effect unless terminated as herein provided.
This Agreement may be terminated by either party hereto
(without penalty) at any time upon not less than 60 days'
prior written notice to the other party hereto.
7. The services of the Administrator to the
Fund hereunder are not exclusive and nothing in this
Agreement shall limit or restrict the right of the
Administrator to engage in any other business or to
render services of any kind to any other corporation,
firm, individual or association. The Administrator shall
be deemed to be an independent contractor, unless
otherwise expressly provided or authorized by this
Agreement.
8. During the term of this Agreement, the
Fund agrees to furnish the Administrator at the principal
office of the Administrator prior to use thereof all
prospectuses, proxy statements, reports to shareholders,
sales literature, or other material prepared for
distribution to shareholders of the Fund or the public
that refer in any way to the Administrator. If the
Administrator reasonably objects in writing to such
references within five business days (or such other time
as may be mutually agreed) after receipt thereof, the
Fund will modify such references in a manner reasonably
satisfactory to the Administrator. In the event of
termination of this Agreement, the Fund will continue to
furnish to the Administrator copies of any of the above-
mentioned materials that refer in any way to the
Administrator. The Fund shall furnish or otherwise make
available to the Administrator such other information
relating to the business affairs of the Fund as the
Administrator at any time, or from time to time,
reasonably requests in order to discharge its obligations
hereunder.
9. This Agreement may be amended by mutual
written consent.
10. Any notice of other communication required
to be given pursuant to this Agreement shall be deemed
duly given if delivered or mailed by registered mail,
postage prepaid, (1) to the Administrator at Xxx Xxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chairman or
(2) to the Fund at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: President.
11. This Agreement sets forth the agreement
and understanding of the parties hereto solely with
respect to the matters covered hereby and the
relationship between the Fund and Prudential Mutual Fund
Management, Inc. as Administrator. Nothing in this
Agreement shall govern, restrict or limit in any respect
any other business dealings between the parties hereto
unless otherwise expressly provided herein.
12. This Agreement shall be governed by and
construed in accordance with the laws of t he State of
New York without reference to choice of law principles
thereof and in accordance with the Investment Company
Act. In the case of any conflict the Investment Company
Act shall control.
IN WITNESS WHEREOF, the parties hereto have
caused this instrument to be executed by their officers
designated below as of the day and year first above
written.
BLK SUBSIDIARY INC.
By
Name:
Title:
PRUDENTIAL MUTUAL FUND
MANAGEMENT INC.
By
Name:
Title:
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the Bank . . . . 1
Article 2 Fees and Expenses . . . . . . . . . . . . . . . 5
Article 3 Representations and Warranties of the Bank . . . 6
Article 4 Representations and Warranties of the Fund . . . 6
Article 5 Indemnification . . . . . . . . . . . . . . . . 7
Article 6 Covenants of the Fund and the Bank . . . . . . 11
Article 7 Termination of Agreement . . . . . . . . . . . . 13
Article 8 Assignment . . . . . . . . . . . . . . . . . . . 13
Article 9 Amendment . . . . . . . . . . . . . . . . . . . 14
Article 10 Massachusetts Law to Apply . . . . . . . . . . . 14
Article 11 Merger of Agreement . . . . . . . . . . . . . . 15
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the day of ,
19 , by and between
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
1.1 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.
1.2 The Bank agrees that it will perform the
following services:
(a) In accordance with procedures established
from time to time by agreement between the 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; and
(vii) Report abandoned property to the
various states as authorized by
the Fund per policies and
principals agreed upon by the Fund
and the Bank.
(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, receiving and
tabulating 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.
Article 2 Fees and Expenses
2.1 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 2.2 below
may be changed from time to time subject to mutual
written agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section
2.1 above, the Fund agrees to reimburse the Bank for out-
of-pocket expenses 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.
2.3 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:
3.1 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 qualified to carry on its
business in the Commonwealth of Massachusetts.
3.3 It is empowered under applicable laws and
by its Charter and By-Laws to enter into and perform this
Agreement.
3.4 All requisite corporate proceedings have
been taken to authorize it to enter into and perform this
Agreement.
3.5 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:
4.1 It is a corporation duly organized and
existing and in good standing under the laws of .
4.2 It is empowered under applicable laws and
by its Articles of Incorporation and By-Laws to enter
into and perform this Agreement.
4.3 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.
4.4 It is a closed-end, diversified investment
company registered under the Investment Company Act of
1940, as amended.
4.5 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.
4.6 It shall make all required filings under
federal and state securities laws.
Article 5 Indemnification
5.1 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 and
documents which (i) are received or relied upon by the
Bank or its agents or subcontractors and/or furnished to
it or performed by or on behalf of the Fund, and (ii)
have been prepared, maintained and/or performed by the
Fund or any other person or firm on behalf of the Fund.
(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.
5.2 The Bank shall indemnify and hold the Fund
harmless from and against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or
failure or omission to act by the Bank as a result of the
Bank's lack of good faith, negligence or willful
misconduct.
5.3 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.
5.4 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.
5.5 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.
5.6 In order that the indemnification
provisions contained in this Article 5 shall apply, upon
the assertion of a claim for which either party may be
required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised
with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the
option to participate with the party seeking
indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the
other party may be required to indemnify it except with
the other party's prior written consent.
Article 6 Covenants of the Fund and the Bank
6.1 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.
6.2 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.
6.3 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.
6.4 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.
6.5 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 7 Termination of Agreement
7.1 This Agreement may be terminated by either
party upon one hundred twenty (120) days written notice
to the other.
7.2 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 8 Assignment
8.1 Except as provided in Section 8.3 below,
neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the
written consent of the other party.
8.2 This Agreement shall inure to the benefit
of and be binding upon the parties and their respective
permitted successors and assigns.
8.3 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)(1) 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)(1) or (iii) a 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 9 Amendment
9.1 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 10 Massachusetts Law to Apply
10.1 This Agreement shall be construed and the
provisions thereof interpreted under and in accordance
with the laws of the Commonwealth of Massachusetts.
Article 11 Merger of Agreement
11.1 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.
BY:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
BY:
Vice President
ATTEST:
Assistant Secretary
