REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE BLACKROCK INVESTMENT QUALITY
MUNICIPAL TRUST INC.
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.....................................3
Article 3 Representations and Warranties of the Bank............4
Article 4 Representations and Warranties of the Fund............5
Article 5 Data Access and Proprietary Information...............5
Article 6 Indemnification.......................................8
Article 7 Standard of Care.....................................10
Article 8 Covenants of the Fund and the Bank...................10
Article 9 Termination of Agreement.............................11
Article 10 Assignment...........................................12
Article 11 Amendment............................................12
Article 12 Massachusetts Law to Apply...........................12
Article 13 Force Majeure........................................13
Article 14 Consequential Damages................................13
Article 15 Merger of Agreement..................................13
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the day of , 1992, by and between
THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC., a Maryland
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
----------------------------------------
1.01 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 to the Fund's authorized
and issued shares of its common stock (the "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.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with the 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 redeemed 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.
(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 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 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 Fund
(i.e., escheatment services) which may be agreed upon in writing between
the Fund and the Bank.
Article 2 Fees and Expenses
-----------------
2.01 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 2.02 below may be changed from time
to time subject to mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
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 Fund, will be reimbursed by the Fund.
2.03 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
Article 3 Representation and Warranties of the Bank
-----------------------------------------
The Bank represents and warrants to the Fund 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
ommonwealth 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 Fund
------------------------------------------
The Fund represents and warrants to the Bank that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this
Agreement.
4.03 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.
4.04 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 Fund 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 Fund acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the Bank as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of the
Bank ("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary Information") of
substantial value to the Bank. The Fund agrees to 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
may be provided hereunder. Without limiting the foregoing, the Fund agrees
for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance with the Bank's
applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of such
information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any other computer facility
or other location, except with the prior written consent of the Bank;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all 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, under federal copyright law and under other
federal or state law.
Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Article 5. The obligations
of this Article shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Bank that any of the Data
Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Bank shall
endeavor in a timely manner to correct such failure. Organizations from
which the Bank may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Fund agrees to
make no claim against the Bank arising out of the contents of such third-
party data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED
IN CONNECTION THEREWITH ARE PROVIDED IN AN AS IS, AS AVAILABLE BASIS. THE
BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund 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 (such transactions
constituting a "COEFI"), 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 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, 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 Fund or any other person or firm
on behalf of the Fund including but not limited to any previous transfer
agent or registrar.
(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.
6.02 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.
6.03 In order that the indemnification provisions
contained in this Article 6 shall apply, upon the assertion of a claim for
which the Fund may be required to indemnify the Bank, the Bank shall
promptly notify the Fund of such assertion, and shall keep the Fund advised
with respect to all developments concerning such claim. The Fund 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 Fund may be required to indemnify the Bank except with the
Fund'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 Fund and
the Bank
8.01 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.
8.02 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.
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 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.
8.04 The Bank and the Fund agrees 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.
8.05 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 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 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 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 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)(1)"), (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 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 Directors of the Fund.
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 damages resulting form 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 INVESTMENT QUALITY
MUNICIPAL TRUST INC.
BY:__________________________________
ATTEST:
_____________________________
STATE STREET BANK AND TRUST COMPANY
BY:__________________________________
Senior Vice President
ATTEST:
______________________________
Assistant Secretary
FEE SCHEDULE
For
The BlackRock Advantage Term Trust Inc.
The BlackRock Income Trust Inc.
The BlackRock Insured Municipal Term Trust Inc.
The BlackRock Municipal Target Term Trust Inc.
The BlackRock North American Government Income Trust
The BlackRock Target Term Trust Inc.
The BlackRock 1998 Term Trust Inc.
The BlackRock Investment Quality Term Trust Inc.
The BlackRock 2001 Term Trust Inc.
The BlackRock Insured Municipal 2008 Term Trust Inc.
The BlackRock New York Insured Municipal 2008 Term Trust Inc.
The BlackRock California Insured Municipal 2008 Term Trust Inc.
The BlackRock Florida Insured Municipal 2008 Term Trust Inc.
The BlackRock Investment Quality Municipal Trust Inc.
The BlackRock 1999 Term Trust Inc.
First 15,000 shareholders $8.75 (Per account/Per annum)
Next 15,000 - 30,000 shareholders at $8.25 (Per account/Per annum)
Next 30,000 or more shareholders at $7.50 (Per account/Per annum)
Includes the issuance and registration of the first 5,000 credit
certificates per fund. Excess credits to be billed at $1.25 each.
For each dividend reinvestment per participant $.75
For each optional cash infusion $.75
ACCOUNT MAINTENANCE SERVICES
o Establishing new accounts
o Preparation and mailing of W-9 solicitation to new accounts without
T.I.N.'s.
o Address changes
o Processing T.I.N. changes
o Processing routine and non-routine transfers of ownership
o Issuance of credit certificates (see limits)
o Posting debit and credit transactions
o Providing a daily transfer journal of ownership changes
o Responding to written shareholder communications
o Responding to shareholder telephone inquiries
o Placing stop transfers
o Releasing stop transfers
o Replacing lost certificates
o Registration of credit certificates (see limits)
DIVIDEND REIMBURSEMENT SERVICES
o Generate and mail monthly dividend checks with one enclosure
(12 per annum)
o Replace lost dividend checks
o Processing of backup withholding and remittance
o Preparation and filing of Federal Tax forms 1099 and 1042
o Preparation and filing of State Tax information as directed
o Preparation of escheatment information (shares and dividends)
DIVIDEND REINVESTMENT SERVICES PROVIDED
o Addressing and mailing of enrollment confirmation notice
o Processing optional cash investments and acknowledging same
o The monthly reinvestment of dividend proceeds for participants (12 per
annum)
o Participant withdrawal or sell requests
o Preparation, mailing and filing of Federal Tax Form 1099B for sales
ANNUAL MEETING SERVICE
o Preparation for the mailing of proxies, proxy statement, annual
report and business reply envelope
o Providing one set of labels of banks, brokers and nominees for broker
search
o Providing a record date list
o Tabulation of returned proxies
o Daily reporting of tabulation results
o Interface support during solicitation effort
o Providing one inspector of election at annual meeting
o Providing an annual meeting voted list
ADDRESSING AND MAILING SERVICES
o Addressing and mailing of three (3) quarterly reports
o Addressing and mailing new shareholder welcome materials on a
weekly basis
TERM OF FEE CONTRACT
o Two years from date of execution
o Minimum of $1,000 per month per Fund
o Escalation Clause - The per account annual fee in effect during
1994 shall be equal to the fee for 1993 increased by the lesser of
(i) 6% or, (ii) the percentage increase in the U.S. Department of
Labor national index of "Cost of Services Less Rent" for the year
1993. The fee for 1994- 1996, after taking into effect this
increase, will not change.
MISCELLANEOUS
o All out-of-pocket expenses such as postage, stationery, etc. will be
billed as incurred.
ADDITIONAL SERVICES
o Services over and above this Fee Schedule will be invoiced in
accordance with our current Schedule of Services.
Dated:
The BlackRock Funds State Street Bank and Trust Company
By: ________________________________ By:________________________________
Name: ______________________________ Name: Xxxxxxx X. Xxxxx
______________________________
Title:______________________________ Title: Vice President
____________________________
