[EQUISERVE LOGO]
FORM OF
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST II
and
EQUISERVE TRUST COMPANY, N.A.
Innovative Leadership in Shareholder Services.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
TABLE OF CONTENTS
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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 [ ] day of [ ] 2002, by and between BlackRock
California Municipal Income Trust II, 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:
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(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
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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.
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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.
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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:
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(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
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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.
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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
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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
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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
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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 l7A(c)(2) of the Securities Exchange Act of
1934 ("Section l7A(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 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.
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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 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 CALIFORNIA MUNICIPAL
INCOME TRUST II
BY:
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Secretary
EQUISERVE TRUST COMPANY, N.A.
BY:
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
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