Exhibit (k)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE BLACKROCK CALIFORNIA MUNICIPAL INCOME 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 [ ] day of [ ], 2001, by and
between BlackRock California 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 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, 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 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 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 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.
(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) 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 ("Section
17A(c)(2)"), or (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.
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.
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 CALIFORNIA
MUNICIPAL INCOME TRUST
By:
--------------------------------
Name:
Title:
EQUISERVE TRUST COMPANY N.A.
By:
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Name:
Title:
