BROKER-DEALER AGREEMENT
BlackRock Distributors, Inc.
c/o Xxxx Xxx
BlackRock, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
We desire to enter into an Agreement with you for the sale of common shares of
beneficial interest ("Shares") in any closed-end investment company (each a
"Closed-End Fund") or any portfolio of an open-end investment company (each an
"Open-End Fund" and, together with the Closed-End Funds, the "Funds")
distributed by BlackRock Distributors, Inc. that are now or hereafter
available for sale to our customers. You are the principal underwriter (as
such term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the offering of common shares of the Funds and the agent for
the continuous distribution of such common shares pursuant to the terms of the
Distribution Agreement between you and each Fund.
As used herein, the term "Prospectus" shall mean the prospectuses and, unless
the context otherwise requires, related statement(s) of additional information
(the "Statement of Additional Information") incorporated therein by reference,
as the same are amended and supplemented from time to time, of each of the
respective Funds. As used herein unless otherwise indicated, the term
"Preliminary Prospectus" means any preliminary prospectus and any preliminary
Statement of Additional Information included at any time as a part of the
registration statement for any Fund prior to the effective date thereof and
that is authorized by you for use in connection with the offering of shares.
As used herein, the term "shares" means common shares of beneficial interest
or common shares of stock, as the case may be, of a Fund.
In consideration of the mutual covenants contained herein, it is hereby agreed
that our respective rights and obligations shall be as follows:
1. Customers of ours who purchase shares are for all purposes our customers
and not customers of the Fund. We shall be responsible for opening,
approving and monitoring customer accounts and for the review and
supervision of these accounts, all in accordance with the rules of the
Securities and Exchange Commission ("SEC") and National Association of
Securities Dealers, Inc. (the "NASD"). In no transaction involving
shares shall we have any authority to act as agent for the Fund or for
you.
2. (a) All orders for the purchase of Investor A Shares of an Open-End Fund
during its initial offering period (the "Initial Offering Period") shall
be executed at the initial public offering price per share set forth in
the Prospectus of the Open-End Fund plus the applicable front-end sales
load, if any. All orders for the purchase of Investor A Shares of an
Open-End Fund during its continuous offering period (the "Continuous
Offering Period") shall be executed at the then current public offering
price per share (i.e., the net asset value per share for Investor A
Shares plus the applicable front-end sales load, if any) and all orders
for the redemption of Investor A Shares of an Open-End Fund shall be
executed at the net asset value per share for Investor A Shares and the
proceeds of such redemptions shall be reduced by any applicable deferred
sales charge as set forth in the Prospectus of such Fund.
All orders for the purchase of Investor B and Investor C Shares of an
Open-End Fund during its Initial Offering Period, if any such shares are
sold during the Initial Offering Period, shall be executed at the
initial public offering price per share set forth in the Prospectus.
All orders for the purchase of Investor B and Investor C Shares of an
Open-End Fund during its Continuous Offering Period shall be executed at
the then current public offering price per share (currently the net
asset value per share for Investor B and Investor C Shares). All orders
for redemption of Investor B and Investor C Shares of an Open-End Fund
shall be executed at the net asset value per share for Investor B and
Investor C Shares and the proceeds of such redemptions shall be reduced
by any applicable deferred sales charge as set forth in the Prospectus
of such Fund.
(b) All orders for the purchase of Investor A Shares of a Closed-End
Fund during its Initial Offering Period shall be executed at the initial
public offering price per share set forth in the Prospectus of the
Closed-End Fund plus the applicable front-end sales load, if any. All
orders for the purchase of Investor A Shares of a Closed-End Fund during
its Continuous Offering Period shall be executed at the then current
public offering price per share (i.e., the net asset value per share for
Investor A Shares plus the applicable front-end sales load, if any) and
all requests for repurchase of Investor A Shares of a Closed-End Fund
shall be executed at the net asset value per share for Investor A Shares
as determined on the pricing date for the repurchase offer and the
proceeds of such repurchases shall be reduced by (i) any deferred sales
charge applicable to such shares and/or (ii) expenses permitted by Rule
23c-3 under the 1940 Act for repurchase offers, in either case as set
forth in the Prospectus of the Fund or the applicable repurchase offer
notice, as the case may be.
All orders for the purchase of Investor B and Investor C Shares of a
Closed-End Fund during its Initial Offering Period, if any such shares
are sold during the Initial Offering Period, shall be executed at the
initial public offering price per share set forth in the Prospectus. All
orders for the purchase of Investor B and Investor C Shares of a
Closed-End Fund during its Continuous Offering Period shall be executed
at the then current public offering price per share (currently the net
asset value per share for Investor B and Investor C Shares). All orders
for repurchases of Investor B and Investor C Shares of a Closed-End Fund
shall be executed at the net asset value per share for Investor B and
Investor C Shares as determined on the pricing date for the repurchase
offer and the proceeds of such repurchases shall be reduced by (i) any
deferred sales charge applicable to such shares and/or (ii) expenses
permitted under Rule 23c-3 under the 1940 Act for repurchase offers, in
either case as set forth in the Prospectus of the Fund or the applicable
repurchase offer notice, as the case may be.
(c) We expressly acknowledge and understand that shares of any
Closed-End Fund will not be repurchased by either the respective
Closed-End Fund (other than through repurchase offers or tender offers
from time to time, if any) or you and that no secondary market for the
shares of any such Closed-End Fund exists currently or is expected to
develop. We also expressly acknowledge and agree that, in the event your
customer cancels their order for such shares after confirmation, such
shares may not be repurchased, remarketed or otherwise disposed of by or
through you. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER
OFFER BY A CLOSED-END FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS
THEN CURRENT PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY
PROHIBITED.
(d) The minimum initial and subsequent purchase orders shall be as set
forth in the Prospectus of such Fund. Each Fund reserves the right to
reject any purchase order. Each Fund reserves the right, at its
discretion and without notice, to suspend the sale of shares or withdraw
entirely the sale of its shares.
3. In ordering shares of any Fund, we shall rely solely and conclusively on
the representations contained in the Prospectus (or Preliminary
Prospectus during any Initial Offering Period) of such Fund. We agree
that we shall not offer or sell shares of any Fund except in compliance
with all applicable federal and state securities laws and the rules and
regulations of applicable regulatory agencies or authorities. In
connection with offers to sell and sales of shares of each Fund, we
agree to deliver or cause to be delivered to each person to whom any
such offer or sale is made, a copy of the Prospectus (or Preliminary
Prospectus during any Initial Offering Period) and, upon request, the
Statement of Additional Information (or preliminary Statement of
Additional Information during any Initial Offering Period) of the Fund
involved; and unless otherwise agreed, we shall promptly confirm in
writing all share transactions of our customers. In connection with
repurchase offer for shares of Closed-End Funds, we agree to deliver or
cause to be delivered to each person to whom any such offer is made, a
copy of the repurchase offer notice. You agree to supply us with copies
of the Prospectus (or Preliminary Prospectus during any Initial Offering
Period), Statement of Additional Information (or preliminary Statement
of Additional Information during any Initial Offering Period), annual
and interim reports, proxy solicitation materials, repurchase offer
notices and any such other information and materials relating to each
Fund in reasonable quantities upon request.
4. Each Fund has filed with the SEC a Registration Statement (the
"Registration Statement") on the SEC form applicable to the respective
Fund. The date on which the Registration Statement is declared effective
by the SEC is referred to herein as the "Effective Date". Prior to the
Effective Date of the Registration Statement with respect to a
particular Fund, we expressly acknowledge and understand that with
respect to such Fund:
(a) Shares of such Fund may not be sold, nor may offers to buy be
accepted, (i) prior to the Effective Date of the Registration Statement
or (ii) in any state in which such offer or sale would be unlawful prior
to registration or qualification under the securities laws of such
state.
(b) The Fund's Preliminary Prospectus, together with any sales material
distributed for use in connection with the offering of shares of such
Fund, does not constitute an offer to sell or the solicitation of an
offer to buy shares of such Fund and is subject to completion and
modification by the definitive Prospectus.
(c) In the event that we transmit indications of interest to you for
accumulation prior to the Effective Date, we will be responsible for
confirming such indications of interest with our customers in writing
following the Effective Date. Indications of interest with respect to
shares transmitted to you prior to the Effective Date are subject to
acceptance or rejection by you in your sole discretion and are
conditioned upon the occurrence of (i) the Effective Date and/or (ii)
the registration or qualification of the respective class of shares in
the respective state.
(d) Indications of interest with respect to shares not cancelled by us
prior to or on the later of (i) the Effective Date and/or (ii) the
registration or qualification of the respective class of shares in the
respective state, and accepted by you will be deemed by you to be orders
for shares.
(e) We agree that with respect to orders for shares, we will transmit
such orders received during the Initial Offering Period to you within
the time period as specified in the preliminary Prospectus of the Fund
involved (or in the time period as extended by you in writing). We also
agree to transmit any customer order received during the Continuous
Offering Period to you prior to the time that the public offering price
for such Fund is next determined after our receipt of such order as set
forth in the Fund's Prospectus. There is no assurance that a Fund will
engage in a continuous offering of shares.
(f) We agree to transmit to our customers any repurchase offer notices
received from you within the time period as specified in the Prospectus
and to use our reasonable best efforts to transmit repurchase requests
from our customers to the Fund or its transfer agent by the applicable
repurchase request deadline.
(g) All indications of interest and orders transmitted to you are
subject to the terms and conditions of the Fund's Prospectus and this
Agreement and are subject to acceptance or rejection by you in your sole
discretion.
5. We shall not make any representations concerning any Fund shares
other than those contained in the Prospectus of the Fund involved, in
repurchase offer notices or in any promotional materials or sales
literature furnished to us by you or the Fund. We shall not furnish or
cause to be furnished to any person or display or publish any
information or materials relating to any Fund (including, without
limitation, promotional materials and sales literature, advertisements,
press releases, announcements, repurchase offer notices, statements,
posters, signs or other similar materials), except such information and
materials as may be furnished to us by you or the Fund, and such other
information and materials as may be approved in writing by you.
6. In determining the amount of any sales commission payable to us
hereunder, you reserve the right to exclude any sales which you
reasonably determine are not made in accordance with the terms of the
applicable Fund Prospectus and the provisions of this Agreement. Unless
at the time of transmitting an order we advise you or the relevant
transfer agent to the contrary, the shares ordered will be deemed to be
the total holdings of the specified investor.
7. (a) In accordance with the terms of the Prospectus of the Fund involved,
a reduced sales load may be available to customers that purchase
Investor A Shares of a Fund sold with a front-end sales load at the then
current public offering price per share applicable to the total of the
(i) dollar amount of shares then being purchased plus (ii) an amount
equal to the then current net asset value of Investor A Shares of such
Fund (and any other Fund as may be permitted by the applicable
Prospectus) that are already beneficially owned at the time of purchase
by the customer on which a front-end sales load has been directly or
indirectly paid. Certain purchases of Investor A Shares made by a
customer and certain other persons (for example, a customer's spouse and
minor children) as set forth from time to time in the applicable Fund
Prospectus may be combined for purposes of qualifying for a reduced
front-end sales load, and other reduced sales loads may apply as
described in the applicable Fund Prospectus. Reduced front-end sales
loads may be modified or terminated at any time in the sole discretion
of the Fund involved.
(b) We acknowledge that certain classes of investors may be entitled to
purchase Investor A Shares of a Fund at net asset value without a
front-end sales load as from time to time provided in the applicable
Fund Prospectus.
(c) We agree to advise you promptly as to the amount of any and all
sales of Investor A Shares by us qualifying for a reduced front-end
sales load or an exemption from the front-end sales load.
(d) Exchanges (for example, the investment of the proceeds from the
liquidation of Investor A Shares of one Fund in the Investor A Shares of
another Fund) shall, where available, be made in accordance with the
terms of each Fund Prospectus. Exchange privileges may be modified or
terminated at any time in the sole discretion of the Fund(s) involved.
8. In accordance with the terms of the Prospectus of the Fund involved,
exemptions from the contingent deferred sales charge applicable to
Investor A, Investor B and Investor C Shares may be available to certain
of our customers under specified circumstances. We agree to advise you
promptly as to any such shares owned by our customers that qualify for
such exemptions.
9. The procedures relating to orders and the handling thereof will be
subject to the terms of the Prospectus of the Fund involved and
instructions received by us from you or the Transfer Agent from time to
time. No conditional orders will be accepted. We agree that purchase
orders placed by us will be made only for the purpose of covering
purchase orders already received from our customers.
Further, we shall place purchase orders from customers with the
respective Fund immediately and shall not withhold the placement of such
orders so as to profit ourselves; provided, however, that the foregoing
shall not prevent the purchase of shares of any Fund by us for our own
bona fide investment. We agree that: (a) we shall not effect any
transactions (including, without limitation, any purchases, redemptions
or repurchases) in any Fund shares registered in the name of, or
beneficially owned by, any customer unless such customer has granted us
full right, power and authority to effect such transactions on his
behalf, and (b) you, each Fund, each transfer agent and your agents,
employees and affiliates shall not be liable for, and shall be fully
indemnified and held harmless by us from and against, any and all
claims, demands, damages, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may be incurred by you or
any of the foregoing persons entitled to indemnification from us
hereunder arising out of or in connection with the execution of any
transactions in Fund shares registered in the name of, or beneficially
owned by, any customer in reliance upon any oral or written instructions
believed to be genuine and to have been given by or on behalf of us. The
indemnification agreement contained in this Paragraph 9 shall survive
the termination of this Agreement.
10. (a) We agree that payment for orders from us for the purchase of
Investor A Shares will be made in accordance with the terms of the
Prospectus for the applicable Fund. On or before the settlement date of
each purchase order for Investor A Shares of any Fund (including the
settlement date for any shares sold during any Initial Offer Period), we
shall either (i) remit to an account designated by you with the transfer
agent an amount equal to the then current public offering price of the
Investor A Shares of such Fund being purchased less our sales
commission, if any, with respect to such purchase order as determined by
you in accordance with the terms of the applicable Fund Prospectus, or
(ii) remit to an account designated by you with the transfer agent an
amount equal to the applicable public offering price of the Investor A
Shares of such Fund being purchased without deduction for our sales
commission, if any, with respect to such purchase order as determined by
you in accordance with the terms of the applicable Fund Prospectus in
which case our agency commission, if any, shall be payable to us by you
on at least a monthly basis. If payment for any purchase order is not
received in accordance with the terms of the applicable Fund Prospectus,
you reserve the right, without notice, to cancel the sale and hold us
responsible for any loss sustained as a result thereof.
(b) If any Investor A Shares under the terms of this Agreement are sold
with a front-end sales load and are redeemed (in the case of an open-end
Fund) or repurchased (in the case of a Closed-End Fund) for the account
of a Fund or are submitted for redemption or repurchase within seven (7)
business days after confirmation of our purchase order for such Investor
A Shares: (i) we shall forthwith refund to you the full sales commission
received by us on the sale, and (ii) you shall forthwith pay to the Fund
your portion of the front-end sales load on the sale which had been
retained by you, if any, and shall also pay to the Fund the amount
refunded by us.
11. (a) We agree that payment for orders from us for the purchase of
Investor B and Investor C Shares will be made in accordance with the
terms of the Prospectus for the applicable Fund. On or before the
settlement date of each purchase order for Investor B or Investor C
Shares of any Fund (including the settlement date for any shares sold
during any Initial Offer Period), we shall remit to an account
designated by you with the Transfer Agent an amount equal to the
applicable public offering price (currently the net asset value) of the
Investor B or Investor C Shares of such Fund being purchased.
Commissions on the sale of Investor B or Investor C Shares shall be
payable to us by you on at least a monthly basis at the rate(s) set
forth in the applicable Prospectus. If payment for any purchase order is
not received in accordance with the terms of the applicable Fund
Prospectus, you reserve the right, without notice, to cancel the sale
and hold us responsible for any loss sustained as a result thereof.
(b) If any Investor B or Investor C Shares under the terms of this
Agreement are sold and are redeemed (in the case of an open-end Fund) or
repurchased (in the case of a Closed-End Fund) for the account of a Fund
or are tendered for redemption or repurchase within seven (7) business
days after confirmation of our purchase order for such shares: (i) we
shall forthwith refund to you the full sales commission received by us
on the sale, and (ii) you shall forthwith pay to the Fund the deferred
sales charge you received in connection with the sale.
12. Certificates for shares sold hereunder shall only be issued in
accordance with the terms of each Fund Prospectus upon our customers'
specific request and, upon such request, shall be promptly delivered to
us by the Transfer Agent unless other arrangements are made by you and
us. However, in making delivery of such share certificates, the Transfer
Agent shall have adequate time to clear any checks drawn for the payment
of Fund shares. We acknowledge that the terms of a Fund's Prospectus may
provide that certificates for shares shall not be issued under any
circumstances.
13. We hereby represent and warrant that: (a) we are a corporation,
partnership or other entity duly organized and validly existing in good
standing under the laws of the jurisdiction in which we are organized;
(b) the execution and delivery of this Agreement and the performance of
the transactions contemplated hereby have been duly authorized by all
necessary action and all other authorizations and approvals (if any)
required for our lawful execution and delivery of this Agreement and our
performance hereunder have been obtained; and (c) upon execution and
delivery by us, and assuming due and valid execution and delivery by
you, this Agreement will constitute a valid and binding agreement,
enforceable against us in accordance with its terms.
14. We further represent and warrant that we are a member of the NASD and,
with respect to any sales in the United States, we agree to abide by all
of the rules and regulations of the NASD, including, without limitation,
its Rules of Fair Practice. We agree to comply with all applicable
federal and state laws, rules and regulations including, without
limitation, all suitability requirements applicable to our customers'
share transactions. You agree to inform us, upon our request, as to the
states in which you believe the shares of respective Funds have been
qualified for sale under, or are exempt from the requirements of, the
respective securities laws of such states, but you shall have no
obligation or responsibility to make shares of any Fund available for
sale to our customers in any jurisdiction. We agree to notify you
immediately in the event of our expulsion or suspension from the NASD.
Our expulsion from the NASD will automatically terminate this Agreement
immediately without notice. Our suspension from the NASD will terminate
this Agreement effective immediately upon your written notice of
termination to us.
15. The names and addresses and other information concerning our customers
are and shall remain our sole property, and neither you nor your
affiliates shall use such names, addresses or other information for any
purpose except in connection with the performance of your duties and
responsibilities hereunder and except for servicing and informational
mailings relating to the Funds. Notwithstanding the foregoing, this
Paragraph 15 shall not prohibit you or any of your affiliates from
utilizing for any purpose the names, addresses or other information
concerning any of our customers if such names, addresses or other
information are obtained in any manner other than from us pursuant to
this Agreement. The provisions of this Paragraph 15 shall survive the
termination of this Agreement.
16. We have policies and procedures in place in order to comply with our
obligations under the provisions of the International Money Laundering
Abatement Act, the USA PATRIOT Act, the Bank Secrecy Act ("BSA") and any
other anti-money laundering law, rule or regulation applicable to us as
a financial institution under the BSA, or otherwise. Subject to legal
restrictions, we will, upon your request, promptly provide to you or the
respective Fund evidence of those policies and procedures and our
compliance therewith and/or evidence establishing the identities and
sources of funds for each purchase of shares of the Funds.
17. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or joint
venture between you and us. Neither party hereto shall be, act as, or
represent itself as, the agent or representative of the other, nor shall
either party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or
in the name of, or on behalf of the other party. This Agreement is not
intended to, and shall not, create any rights against either party
hereto by any third party solely on account of this Agreement. Neither
party hereto shall use the name of the other party in any manner without
the other party's prior consent, except as required by any applicable
federal or state law, rule or regulation, and except pursuant to any
promotional programs mutually agreed upon in writing by the parties
hereto.
18. Except as otherwise specifically provided herein, all notices required
or permitted to be given pursuant to this Agreement shall be given in
writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, or by telex, telegram or similar means of same day delivery
(with a confirming copy by mail as provided herein). Unless otherwise
notified in writing, all notices to you shall be given or sent to you at
your offices located at 000 Xxxxx Xxxx, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx
00000 and all notices to us shall be given or sent to us at our address
shown below.
19. This Agreement shall become effective only when accepted and signed by
you, and may be terminated immediately, without prior notice, by either
party. This Agreement may be amended only by a written instrument signed
by both parties hereto and may not be assigned by either party without
the prior written consent of the other party. This Agreement constitutes
the entire agreement and understanding between the parties hereto
relating to the subject matter hereof and supersedes any and all prior
agreements between the parties relating to said subject matter.
20. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware, without giving effect to
principles of conflicts of laws.
Very truly yours,
___________________________________________
Name of Broker-Dealer (please print or type)
___________________________________________
CRD #
___________________________________________
Address
___________________________________________
City State Zip Code
By:________________________________________
Authorized Officer (please print or type)
___________________________________________
Signature
___________________________________________
Title
___________________________________________
Date
Note: Please sign and return all copies of this Agreement to BLACKROCK
DISTRIBUTORS, INC. Upon acceptance, one countersigned copy will be
returned to you for your files.
Accepted: BLACKROCK DISTRIBUTORS, INC.
By:________________________________________
Authorized Officer
___________________________________________
Signature
___________________________________________
Title
___________________________________________
Date
