EX-99.2(k)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK MUNICIPAL 2018 TERM TRUST
and
EQUISERVE TRUST COMPANY , N.A.
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
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 22nd day of October 2001, by and
between BlackRock Municipal 2018 Term 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
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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
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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.
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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
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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;
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(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
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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
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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 of 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.
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(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.
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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) a 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
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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 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.
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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 MUNICIPAL 2018 TERM TRUST
BY: /s/ XXXX X. XXXXXXXX
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Secretary
EQUISERVE TRUST COMPANY, N.A.
BY: /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title: Managing Director
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