Exhibit 5
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 1st day of October, 2008, by and between each of
the investment companies listed on Exhibit A, attached hereto, as such Exhibit
may be amended from time to time (each a "Fund," and collectively the "Funds"),
severally and not jointly, and BLACKROCK INVESTMENTS, INC., a Delaware
corporation (the "Distributor").
W I T N E S S E T H:
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WHEREAS, each Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as an open-end investment company,
and it is affirmatively in the interest of each Fund to offer its shares for
sale to participants in the Cash Management Account program (the "CMA program")
or the Working Capital Management Account program (the "WCMA program"), as
applicable, described in the currently effective prospectus and statement of
additional information (the "prospectus" and "statement of additional
information," respectively) of each Fund under the Securities Act of 1933, as
amended (the "Securities Act"), and to other customers of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("MLPF&S"); and
WHEREAS, the Trustees of certain Funds (referred to herein as the
"Trustees") are authorized to establish separate series relating to separate
portfolios of securities, and the Trustees have established and designated
multiple series of certain Funds; and
WHEREAS, each Fund may offer one or more separate classes of shares of
beneficial interest, par value $.10 per share (the "Shares"), to participants in
the CMA program or the WCMA program, as applicable, and to other customers of
MLPF&S (collectively, "eligible investors"); and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
financial intermediaries, including without limitation, brokers, dealers,
retirement plans, financial consultants, registered investment advisers and
mutual fund supermarkets ("financial intermediaries"); and
WHEREAS, each Fund and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of each class of each
Fund's Shares;
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. Each Fund hereby appoints the
Distributor as its exclusive underwriter, distributor and representative to sell
its Shares to participants in the CMA program or the WCMA program, as
applicable, and to other customers of MLPF&S and the Distributor hereby accepts
such appointment. Each Fund hereby agrees during the term of this Agreement to
sell the Shares to the Distributor upon the terms and conditions herein set
forth.
The exclusive rights granted to the Distributor to purchase Shares from
each Fund shall not apply to Shares issued in connection with the merger or
consolidation of any other investment company or personal holding company with a
Fund or a Fund's acquisition by
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purchase or otherwise of all (or substantially all) the assets or the
outstanding Shares of any such company.
Such exclusive rights also shall not apply to (i) Shares issued by a Fund
pursuant to reinvestment of dividends or capital gains distributions; (ii)
Shares of any class issued by a Fund pursuant to any conversion, exchange or
reinstatement privilege afforded redeeming shareholders; or (iii) any other
Shares as shall be agreed between the Fund and the Distributor from time to
time.
Section 2. Purchase of Shares from a Fund.
(a) The Distributor shall have the right to buy from a Fund the Shares
needed, but not more than the Shares needed (except for clerical errors in
transmission), to fill unconditional orders for Shares of a Fund placed through
the Distributor by participants in the CMA program or the WCMA program, as
applicable, and other customers of MLPF&S. The price that the Distributor shall
pay for Shares so purchased from a Fund shall be the net asset value, determined
as set forth in Section 2(c) hereof, used in determining the public offering
price on which such orders were based.
(b) The Shares are to be resold by the Distributor to eligible investors
at the public offering price, as set forth in Section 2(c) hereof, or to
financial intermediaries having agreements with the Distributor pursuant to
Section 6 hereof.
(c) The public offering price of each class of Shares, i.e., the price per
share at which the Distributor or financial intermediaries may sell the Shares
to eligible investors, shall be the net
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asset value determined as set forth in the Fund's prospectus and statement of
additional information and guidelines established by such Fund's Trustees.
(d) Each Fund shall have the right to suspend the sale of its Shares at
such times as described in the prospectus and statement of additional
information related to such Fund. Each Fund shall also have the right to suspend
the sale of its Shares if trading on the New York Stock Exchange shall have been
suspended, if a banking moratorium shall have been declared by Federal or New
York authorities, or if there shall have been some other event, which, in the
judgment of that Fund, makes it impracticable or inadvisable to sell the Shares.
(e) A Fund, or any agent of a Fund designated in writing by that Fund,
shall be advised promptly of all purchase orders for Shares received by the
Distributor. All issuances of shares of the Fund to eligible investors shall be
deemed to be issued pursuant to this Section 2. Any order may be rejected by a
Fund or the Distributor; provided, however, that neither will arbitrarily or
without reasonable cause refuse to accept or confirm orders for the purchase of
Shares of a Fund. A Fund (or its agent) will confirm orders upon their receipt,
or in accordance with any exemptive order of the Securities and Exchange
Commission, and will make appropriate book entries pursuant to the instructions
of the Distributor. Purchase orders are effective when Federal Funds become
available to the Fund. The Distributor agrees to cause such payment and such
instructions to be delivered promptly to that Fund (or its agent).
Section 3. Redemption of Shares by a Fund.
(a) Any of the outstanding Shares may be tendered for redemption at any
time, and each Fund agrees to redeem the Shares so tendered in accordance with
its obligations and rights as set
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forth in its Declaration of Trust, as amended from time to time, and in
accordance with the applicable provisions set forth in the prospectus and
statement of additional information relating to the applicable Fund. The price
to be paid to redeem the Shares shall be equal to the net asset value calculated
in accordance with the provisions of Section 2(c) hereof.
(b) Redemption of Shares or payment may be suspended at times when the New
York Stock Exchange is closed, when trading on said Exchange is suspended, when
trading on said Exchange is restricted, when an emergency exists as a result of
which disposal by a Fund of securities owned by it is not reasonably practicable
or it is not reasonably practicable for a Fund fairly to determine the value of
its assets, or during any other period when the Securities and Exchange
Commission, by order, so permits.
Section 4. Duties of each Fund.
(a) Each Fund shall furnish to the Distributor copies of all information,
financial statements and other papers that the Distributor reasonably may
request for use in connection with the distribution of Shares of that Fund, and
this shall include, upon request by the Distributor, one certified copy of all
financial statements prepared for the Fund by its registered independent public
accounting firm. Each Fund shall make available to the Distributor such number
of copies of its prospectus and statement of additional information as the
Distributor reasonably shall request.
(b) Each Fund shall take, from time to time, but subject to any necessary
approval of a Fund's shareholders, all necessary action to take such steps as
may be necessary to register the
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same under the Securities Act, to the end that there will be available for sale
such number of Shares as the Distributor reasonably may be expected to sell.
(c) Each Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of its Shares for sale under the
securities laws of such states as the Distributor and that Fund may approve. Any
such qualification may be withheld, terminated or withdrawn by a Fund at any
time in its discretion. As provided in Section 7(c) hereof, the expense of
qualification and maintenance of qualification shall be borne by the applicable
Fund. The Distributor shall furnish such information and other material relating
to its affairs and activities as may be required by a Fund in connection with
such qualification.
(d) Each Fund will furnish, in reasonable quantities upon request by the
Distributor, copies of its annual and interim reports.
Section 5. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to effect
sales of Shares of each Fund but shall not be obligated to sell any specific
number of Shares. The services of the Distributor to the Funds hereunder are not
to be deemed exclusive and nothing herein contained shall prevent the
Distributor from entering into like arrangements with other investment companies
so long as the performance of its obligations hereunder is not impaired thereby.
(b) In selling the Shares of the Funds, the Distributor shall use its best
efforts in all respects duly to conform with the requirements of all Federal and
state laws and regulations and the regulations of the Financial Industry
Regulatory Authority, Inc. ("FINRA") relating to the
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sale of such securities. None of the Distributor, any financial intermediary
having an agreement to offer and sell Shares pursuant to Section 6 hereof or any
other person is authorized by any Fund to give any information or to make any
representations, other than those contained in its registration statement or
related prospectus and statement of additional information and any sales
literature specifically approved by such Fund.
(c) The Distributor shall adopt and follow procedures, as approved by the
officers of each Fund, for the confirmation of sales to eligible investors and
financial intermediaries, the collection of amounts payable by eligible
investors and financial intermediaries on such sales, and the cancellation of
unsettled transactions, as may be necessary to comply with the requirements of
FINRA, as such requirements may from time to time exist.
(d) Through the CMA program or the WCMA program, as applicable, the Fund
is linked to a Xxxxxxx Xxxxx securities account and a credit card account, and
automatic purchases and redemptions of shares of the Fund by participants in the
CMA program will be effected pursuant to the CMA program or the WCMA program, as
applicable.
Section 6. Agreements with Financial Intermediaries
(a) The Distributor shall have the right to enter into agreements with
financial intermediaries of its choice for the sale of Shares and to fix therein
the portion of the sales charge that may be allocated to the financial
intermediaries on such terms and conditions as the Distributor may deem
necessary or appropriate; provided, however, that the Distributor shall
periodically inform the Trustees of each Fund of the nature and substance of
such agreements. Shares sold to financial intermediaries shall be for resale by
such financial intermediaries only at
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the public offering price(s) set forth in the applicable prospectus and
statement of additional information or as otherwise permissible under the
Federal and state securities laws.
(b) With respect to financial intermediaries who are acting as brokers or
dealers within the United States, the Distributor shall offer and sell Shares
only to such financial intermediaries who are members in good standing of FINRA
and who agree to abide by the Conduct Rules of FINRA, as amended from time to
time.
Section 7. Payment of Expenses.
(a) Each Fund shall bear all costs and expenses of the Fund, including
fees and disbursements of its counsel and auditors incurred in connection with:
the preparation and filing of any required registration statements and/or
prospectuses and statements of additional information under the Investment
Company Act and the Securities Act, and all amendments and supplements thereto;
and the preparation and mailing of annual and interim reports and proxy
materials to shareholders of the Fund (including but not limited to the expense
of setting in type any such registration statements, prospectuses, statements of
additional information, annual or interim reports or proxy materials).
(b) The Distributor shall be responsible for any payments made to
financial intermediaries. In addition, after the prospectuses, statements of
additional information and annual and interim reports have been prepared and set
in type, the Distributor shall bear the costs and expenses of printing and
distributing any copies thereof that are to be used in connection with the
offering of Shares of the Fund to financial intermediaries or eligible investors
pursuant to this Agreement. The Distributor shall bear the costs and expenses of
preparing, printing and
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distributing any other literature used by the Distributor or furnished by it for
use by financial intermediaries in connection with the offering of the Shares
for sale to eligible investors and any expenses of advertising incurred by the
Distributor in connection with such offering. It is understood and agreed that
so long as any Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act with respect to a particular class of Shares of a Fund remains in
effect, any expenses incurred by the Distributor hereunder in connection with
distribution and/or shareholder servicing activities for such class of Shares,
as applicable, may be paid from amounts recovered by it from the Fund under such
Plan.
(c) Each Fund shall bear the cost and expenses of qualifying its Shares
for sale pursuant to this Agreement and, if necessary or advisable in connection
therewith, of qualifying the Fund as a broker or dealer in such states of the
United States or other jurisdictions as shall be selected by the Fund and the
Distributor pursuant to Section 4(c) hereof and the cost and expenses payable to
each such state for continuing qualification therein until the Fund decides to
discontinue such qualification pursuant to Section 4(c) hereof.
Section 8. Indemnification.
(a) Each Fund severally shall indemnify and hold harmless the Distributor
and each person, if any, who controls the Distributor against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damage or expense
and reasonable counsel fees incurred in connection therewith), as incurred,
arising by reason of any person acquiring any of its Shares, which may be based
upon the Securities Act, or on any other statute or at common law, on the ground
that the registration
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statement or related prospectus and statement of additional information, as from
time to time amended and supplemented, or an annual or interim report to the
Fund's shareholders, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, unless such statement or omission
was made in reliance upon, and in conformity with, information furnished to the
Fund in connection therewith by or on behalf of the Distributor; provided,
however, that in no case (i) is the indemnity of the Fund in favor of the
Distributor and any such controlling persons to be deemed to protect such
Distributor or any such controlling persons thereof against any liability to the
Fund or its security holders to which the Distributor or any such controlling
persons would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of their duties or by reason of the
reckless disregard of their obligations and duties under this Agreement; or (ii)
is the Fund to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Distributor or any such
controlling persons, unless the Distributor or such controlling persons, as the
case may be, shall have notified the Fund in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Distributor or such controlling
persons (or after the Distributor or such controlling persons shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any such claim shall not relieve it from any liability which it may
have to the person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. Each Fund will be
entitled to participate at its own expense in the defense or, if it so elects,
to assume the defense of any suit brought to enforce any such liability, but if
the Fund
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elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or such controlling person or persons,
defendant or defendants in the suit. In the event the Fund elects to assume the
defense of any such suit and retain such counsel, the Distributor or such
controlling person or persons, defendant or defendants in the suit shall bear
the fees and expenses of any additional counsel retained by them, but in case
the Fund does not elect to assume the defense of any such suit, it will
reimburse the Distributor or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. Each Fund shall promptly notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any of the Shares.
(b) The Distributor shall indemnify and hold harmless each applicable Fund
and each of its Trustees and officers and each person, if any, who controls the
Fund against any loss, liability, claim, damage or expense described in the
foregoing indemnity agreement contained in subsection (a) of this Section 8, but
only with respect to statements or omissions made in reliance upon, and in
conformity with, information furnished to the Fund in writing by or on behalf of
the Distributor for use in connection with the registration statement or related
prospectus and statement of additional information, as from time to time
amended, or the annual or interim reports to shareholders. In case any action
shall be brought against a Fund or any person so indemnified, in respect of
which indemnity may be sought against the Distributor, the Distributor shall
have the rights and duties given to each Fund, and each Fund and each person so
indemnified shall have the rights and duties given to the Distributor by the
provisions of subsection (a) of this Section 8.
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Section 9. Fee-Based or Other Programs. In connection with certain
fee-based or other programs offered by a Fund's investment adviser or its
affiliates or by financial intermediaries having agreements with the Distributor
pursuant to Section 6 hereof, the Distributor and its affiliates are authorized
to offer and sell Shares of each Fund, as agent for the Fund, to participants in
such programs. Similarly, any Shares of a Fund sold through a fee-based or other
program offered by a financial intermediary shall be sold by such financial
intermediary acting as agent. The terms of this Agreement shall apply to such
sales, including terms as to the offering price of Shares, the proceeds to be
paid to the Funds, the duties of the Distributor, the payment of expenses and
indemnification obligations of the Funds and the Distributor.
Section 10. Duration and Termination of this Agreement. This Agreement
shall become effective with respect to each Fund as of the date first above
written and shall remain in force until two years after the date first above
written, and thereafter, but only for so long as such continuance is
specifically approved at least annually by (i) the Trustees of the applicable
Fund, or with respect to any one Fund, by the vote of a majority of the
outstanding voting securities of that Fund and (ii) the vote of a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, with respect to any Fund or Funds by the Trustees of such Fund or Funds
or by the vote of a majority of the outstanding voting securities of the
applicable Fund or Funds, or by the Distributor, on
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sixty (60) days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 11. Amendments of this Agreement. This Agreement may be amended by
the parties only if such amendment is specifically approved by (i) the Trustees
of the applicable Fund or by the vote of a majority of the outstanding voting
securities of the applicable Fund and (ii) the vote of a majority of those
Trustees of the applicable Fund who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
Section 12. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect and the applicable provisions of the Investment Company
Act. To the extent that the applicable law of the State of New York, or any of
the provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
Section 13. Personal Liability. The Declaration of Trust establishing each
Fund, together with all amendments thereto (each a "Declaration"), a copy of
which is on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name of a Fund refers to the Trustees under a
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of a Fund shall be held to
any personal liability,
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nor shall resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of a Fund, but
the Trust Property (as defined in the respective Declaration) only shall be
liable.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EACH OF THE INVESTMENT COMPANIES LISTED ON
EXHIBIT A ATTACHED HERETO
By:
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Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
BLACKROCK INVESTMENTS, INC.
By:
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Name: Xxxx Xxxxxxxx
Title: Managing Director
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EXHIBIT A
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CMA Government Securities Fund
CMA Money Fund
CMA Tax-Exempt Fund
CMA Treasury Fund
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
WCMA Government Securities Fund
WCMA Money Fund
WCMA Tax-Exempt Fund
WCMA Treasury Fund
A-1
