Exhibit j.(2)
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
and
STATE STREET BANK AND TRUST COMPANY
2A592
WP1948C
TABLE OF CONTENTS
Article 1 Terms of Appointment; Duties of the Bank
Article 2 Fees and Expenses
Article 3 Representations and Warranties of the Bank
Article 4 Representations and Warranties of the Fund
Article 5 Data Access and Proprietary Information
Article 6 Indemnification
Article 7 Standard of Care
Article 8 Covenants of the Fund and the Bank
Article 9 Termination of Agreement
Article 10 Assignment
Article 11 Amendment
Article 12 Massachusetts Law to Apply
Article 13 Force Majeure
Article 14 Consequential Damages
Article 15 Merger of Agreement
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15TH day of September
, 1992, by and between BLACKROCK CALIFORNIA INSURED
MUNICIPAL 2008 TERM 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 for
the Fund's authorized and issued shares of its common stock
("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 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 deemed 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 at 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
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
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 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
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 ON 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 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 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)(l) of the Securities Exchange Act of 1934, as
amended ("Section 17A(c)(l)"), (ii) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(c)(l) or
(iii) 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 any damages resulting from such failure to
perform or otherwise from such causes.
Article 14 Consequential Damages
14.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of
this Agreement or for any consequential damages arising out of
any act or failure to act hereunder.
Article 15 Merger of Agreement
15.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with
respect to the subject hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM
TRUST INC.
BY:
ATTEST:
STATE STREET BANK AND TRUST CO
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.
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 $0.75
For each optional cash infusion $0.75
ACCOUNT MAINTENANCE SERVICES
Establishing new accounts
Preparation and mailing of W-9 solicitation to new accounts
without T.I.N.'s.
Address changes
Processing T.I.N. changes
Processing routine and non-routine transfers of ownership
Issuance of credit certificates (see limits)
Posting debit and credit transactions
. Providing a daily transfer journal of ownership changes
Responding to written shareholder communications
Responding to shareholder telephone inquiries
Placing stop transfers
Releasing stop transfers
Replacing lost certificates
Registration of credit certificates (see limits)
DIVIDEND DISBURSEMENT SERVICES
Generate and mail monthly dividend checks with one enclosure
(12 per annum)
Replace lost dividend checks
Processing of backup withholding and remittance
Preparation and filing of Federal Tax Forms 1099 and 1042
Preparation and filing of State Tax information as directed
Preparation of escheatment information (shares and dividends)
DIVIDEND REINVESTMENT SERVICES PROVIDED
Addressing and mailing of enrollment confirmation notice
Processing optional cash investments and acknowledging same
The monthly reinvestment of dividend proceeds for participants
(12 per annum)
Participant withdrawal or sell requests
Preparation, mailing and filing of Federal Tax Form 1099B for sales
ANNUAL MEETING SERVICE
Preparation for the mailing of proxies, proxy statement, annual report and
business reply envelope
Providing one set of labels of banks, brokers and nominees
for broker search
Providing a record date list
tabulation of returned proxies
Daily reporting of tabulation results
Interface support during solicitation effort
Providing one inspector of election at annual meeting
Providing an annual meeting voted list
ADDRESSING AND MAILING SERVICES
Addressing and mailing of three (3) quarterly reports
Addressing and mailing new shareholder welcome materials on a weekly
basis
TERM OF FEE CONTRACT
Two years from date of execution
Minimum $1,000- per month per Fund
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
All out-of-pocket expenses such as postage, stationery, etc. will be
billed as incurred.
ADDITIONAL SERVICES
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: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
Title: Treasurer Title: Vice President
