Annex A
BROKER-DEALER AGREEMENT
between
BANKERS TRUST COMPANY
and
____________________________________
Dated as of April 1, 1993
Relating to
AUCTION RATE MUNICIPAL PREFERRED STOCK
(the "Preferred Shares")
Series T7 and Series T28
of
THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC.
BROKER-DEALER AGREEMENT dated as of April 1, 1993, between
Bankers Trust Company, a New York banking corporation (the "Auction Agent")
(not in its individual capacity but solely as agent of The BlackRock
Investment Quality Municipal Trust Inc., a Maryland corporation (the
"Company"), pursuant to authority granted to it in the Auction Agent
Agreement dated as of April 1, 1993, between the Company and the Auction
Agent (the "Auction Agent Agreement")) and ______________ (together with
its successors and assigns hereinafter referred to as "BD").
The Company has duly authorized and issued 1,300 shares of
Auction Rate Municipal Preferred Stock, Series T7, with a par value of $.01
per share and a liquidation preference of $50,000 per share plus an amount
equal to accumulated but unpaid dividends (whether or not earned or
declared) plus the premium, if any, resulting from the designation of a
Premium Call Period ("Series T7 Preferred Shares"), and 1,300 shares of
Auction Rate Municipal Preferred Stock, Series T28, with a par value of
$.01 per share and a liquidation preference of $50,000 per share plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared) plus the premium, if any, resulting from the designation of a
Premium Call Period ("Series T28 Preferred Shares"), each pursuant to the
Company's Articles Supplementary (as defined below). The Series T7
Preferred Shares and the Series T28 Preferred Shares are sometimes herein
together referred to as the "Preferred Shares".
The Company's Articles Supplementary provide that the dividend
rate on the Series T7 Preferred Shares and the Series T28 Preferred Shares
for each Dividend Period therefor after the Initial Dividend Period shall
be the Applicable Rate therefor, which in each case, in general, shall be
the rate per annum that a commercial bank, trust company or other financial
institution appointed by the Company advises results from implementation of
the Auction Procedures (as defined below). The Board of Directors of the
Company has adopted a resolution appointing Bankers Trust Company as
Auction Agent for purposes of the Auction Procedures, and pursuant to
Section 2.5(d) of the Auction Agent Agreement, the Company has authorized
and directed the Auction Agent to execute and deliver this Agreement.
The Auction Procedures require the participation of one or more
Broker-Dealers.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the Auction Agent and BD agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to the Articles Supplementary.
Capitalized terms not defined herein shall have the respective meanings
specified in the Articles Supplementary of the Company.
1.2 Terms Defined Herein. As used herein and in the Settlement
Procedures (as defined below), the following terms shall have the following
meanings, unless the context otherwise requires:
(a) "Articles Supplementary" shall mean the Articles
Supplementary of the Company, establishing the powers, preferences and
rights of the Series T7 Preferred Shares and the Series T28 Preferred
Shares filed on March __, 1993 in the office of the State Department of
Assessments and Taxation of the State of Maryland.
(b) "Auction" shall have the meaning specified in
Section 3.1 hereof.
(c) "Auction Procedures" shall mean the Auction Procedures
that are set forth in Paragraph 11 of the Articles Supplementary.
(d) "Authorized Officer" shall mean each Senior Vice
President, Vice President, Assistant Vice President, Trust Officer,
Assistant Secretary and Assistant Treasurer of the Auction Agent assigned
to its Corporate Trust and Agency Group and every other officer or employee
of the Auction Agent designated as an "Authorized Officer" for purposes of
this Agreement in a communication to BD.
(e) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement in a
communication to the Auction Agent.
(f) "Broker-Dealer Agreement" shall mean this Agreement and
any substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(g) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit A.
1.3 Rules of Construction. Unless the context or use indicates
another or different meaning or intent, the following rules shall apply to
the construction of this Agreement:
(a) Words importing the singular number shall include the
plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of this Agreement
nor shall they affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words
of similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall
be to New York City time.
2. Notification of Dividend Period and Advance Notice of
Allocation of Taxable Income.
(a) The provisions contained in paragraph 2 of the Articles
Supplementary concerning the notification of a Special Dividend Period will
be followed by the Auction Agent and BD and the provisions contained
therein are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions were fully set forth herein.
(b) Whenever the Company intends to include any net capital
gains or other taxable income in any dividend on Preferred Shares, the
Company will notify the Auction Agent of the amount to be so included at
least five Business Days prior to the Auction Date on which the Applicable
Rate for such dividend is to be established. Whenever the Auction Agent
receives such notice from the Company, it will in turn notify BD, who, on
or prior to such Auction Date, will notify its Beneficial Owners and
Potential Beneficial Owners believed to be interested in submitting an
Order in the Auction to be held on such Auction Date.
3. The Auction.
3.1 Purpose; Incorporation by Reference of Auction Procedures
and Settlement Procedures.
(a) On each Auction Date, the provisions of the Auction
Procedures will be followed by the Auction Agent for the purpose of
determining the Applicable Rate for the Series T7 Preferred Shares or the
Series T28 Preferred Shares, as the case may be, for the next Dividend
Period therefor. Each periodic operation of such procedures is hereinafter
referred to as an "Auction."
(b) All of the provisions contained in the Auction
Procedures and the Settlement Procedures are incorporated herein by
reference in their entirety and shall be deemed to be a part of this
Agreement to the same extent as if such provisions were fully set forth
herein.
(c) BD agrees to act as, and assumes the obligations of and
limitations and restrictions placed upon, a Broker-Dealer under this
Agreement. BD understands that other Persons meeting the requirements
specified in the definition of "Broker-Dealer" contained in Paragraph 1 of
the Articles Supplementary may execute a Broker-Dealer Agreement.
(d) BD and other Broker-Dealers may participate in Auctions
for their own accounts. However, the Company may by notice to BD and all
other Broker-Dealers prohibit all Broker-Dealers from submitting Bids in
Auctions for their own accounts, provided that Broker-Dealers may continue
to submit Hold Orders and Sell Orders.
3.2 Preparation for Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for both
series of Preferred Shares, the Auction Agent shall advise BD by telephone
of the Maximum Applicable Rate in effect on such Auction Date as determined
from the higher of the 30-day "AA" Composite Commercial Paper Rate and the
Taxable Equivalent of the Short-Term Municipal Bond Rate (except in the
case of a Special Dividend Period in which case the Maximum Applicable Rate
shall be determined from the higher of the Special Dividend Period
Reference Rate and the Taxable Equivalent of the Short-Term Municipal Bond
Rate.)
(b) In the event that the Auction Date for any Auction
shall be changed after the Auction Agent has given the notice referred to
in clause (vii) of paragraph (a) of the Settlement Procedures, the Auction
Agent, by such means as the Auction Agent deems practicable, shall give
notice of such change to BD not later than the earlier of 9:15 A.M. on the
new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD
shall promptly notify customers of BD that BD believes are Beneficial
Owners of Series T7 Preferred Shares or Series T28 Preferred Shares, as the
case may be, of such change in the Auction Date.
(c) The Auction Agent from time to time may request BD to
provide it with a list of the respective customers BD believes are
Beneficial Owners of shares of Series T7 Preferred Shares or Series T28
Preferred Shares. BD shall comply with any such request, and the Auction
Agent shall keep confidential any such information, including information
received as to the identity of Bidders in any Auction, and shall not
disclose any such information so provided to any Person other than the
Company; and such information shall not be used by the Auction Agent or its
officers, employees, agents or representatives for any purpose other than
such purposes as are described herein. The Auction Agent shall transmit
any list of customers BD believes are Beneficial Owners of Series T7
Preferred Shares or Series T28 Preferred Shares and information related
thereto only to its officers, employees, agents or representatives in the
Corporate Trust and Agency Group who need to know such information for the
purposes of acting in accordance with this Agreement and shall prevent the
transmission of such information to others and shall cause its officers,
employees, agents and representatives to abide by the foregoing
confidentiality restrictions; provided, however, that the Auction Agent
shall have no responsibility or liability for the actions of any of its
officers, employees, agents or representatives after they have left the
employ of the Auction Agent.
3.3 Auction Schedule; Method of Submission of Orders.
(a) The Company and the Auction Agent shall conduct
Auctions for both series of Preferred Shares in accordance with the
schedule set forth below. Such schedule may be changed at any time by the
Auction Agent with the consent of the Company, which consent shall not be
unreasonably withheld. The Auction Agent shall give notice of any such
change to BD. Such notice shall be received prior to the first Auction
Date on which any such change shall be effective.
Time Event
---- -----
By 9:30 A.M. Auction Agent advises the Company and
Broker-Dealers of the Maximum Applicable Rate
as determined from the higher of the 30-day
"AA" Composite Commercial Paper Rate and the
Taxable Equivalent of the Short-Term
Municipal Bond Rate (except in the case of a
Special Dividend Period in which case the
Maximum Applicable Rate shall be the higher
of the Special Dividend Period Reference Rate
and the Taxable Equivalent of the Short-Term
Municipal Bond Rate) as set forth in Section
3.2(a) hereof.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Paragraph 11(c)(i) of the
Articles Supplementary. Submission deadline
is 1:00 P.M.
Not earlier than 1:00 P.M. Auction Agent makes determinations pursuant
to Paragraph 11(d)(i) of the Articles
Supplementary.
By approximately 3:00 P.M. Auction Agent advises Company of results of
Auction as provided in Paragraph 11(d)(ii) of
the Articles Supplementary.
Submitted Bids and Submitted Sell Orders are
accepted and rejected in whole or in part and
shares of Preferred Shares are allocated as
provided in Paragraph 11(e) of the Articles
Supplementary.
Auction Agent gives notice of Auction results
as set forth in Section 3.4(a) hereof.
(b) BD agrees to maintain a list of Potential Beneficial
Owners and to contact the Potential Beneficial Owners on such list on or
prior to each Auction Date for the purposes set forth in Paragraph 11 of
the Articles Supplementary.
(c) BD shall submit Orders to the Auction Agent in writing
in substantially the form attached hereto as Exhibit B. BD shall submit
separate Orders to the Auction Agent for each Potential Beneficial Owner or
Beneficial Owner on whose behalf BD is submitting an Order and shall not
net or aggregate the Orders of Potential Beneficial Owners or Beneficial
Owners on whose behalf BD is submitting Orders.
(d) BD shall deliver to the Auction Agent (i) a written
notice, substantially in the form attached hereto as Exhibit C, of
transfers of Series T7 Preferred Shares or Series T28 Preferred Shares made
through BD by a Beneficial Owner to another Person other than pursuant to
an Auction, and (ii) a written notice, substantially in the form attached
hereto as Exhibit D, of the failure of any Series T7 Preferred Shares or
Series T28 Preferred Shares to be transferred to or by any Person that
purchased or sold Series T7 Preferred Shares or Series T28 Preferred Shares
or through BD pursuant to an Auction. The Auction Agent is not required to
accept any notice delivered pursuant to the terms of the foregoing sentence
with respect to an Auction unless it is received by the Auction Agent by
3:00 P.M. on the Business Day next preceding the applicable Auction Date.
3.4 Notice of Auction Results.
(a) On each Auction Date, the Auction Agent shall notify BD
by telephone as set forth in paragraph (a) of the Settlement Procedures.
On the Business Day next succeeding such Auction Date, the Auction Agent
shall notify BD in writing of the disposition of all Orders submitted by BD
in the Auction held on such Auction Date.
(b) BD shall notify each Beneficial Owner, Potential
Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD
has submitted an Order as set forth in paragraph (b) of the Settlement
Procedures and take such other action as is required of BD pursuant to the
Settlement Procedures.
If any Existing Holder selling Preferred Shares in an
Auction fails to deliver such shares, the BD of any Person that was to have
purchased Series T7 Preferred Shares or Series T28 Preferred Shares in such
Auction may deliver to such Person a number of whole shares of such Series
T7 Preferred Shares or Series T28 Preferred Shares, as the case may be,
that is less than the number of shares that otherwise was to be purchased
by such Person. In such event, the number of such Series T7 Preferred
Shares or Series T28 Preferred Shares to be so delivered shall be
determined by such BD. Delivery of such lesser number of shares shall
constitute good delivery. Upon the occurrence of any such failure to
deliver shares, such BD shall deliver to the Auction Agent the notice
required by Section 3.3(e)(ii) hereof. Notwithstanding the foregoing terms
of this Section 3.4(b), any delivery or non-delivery of Series T7 Preferred
Shares or Series T28 Preferred Shares which represents any departure from
the results of an Auction, as determined by the Auction Agent, shall be of
no effect unless and until the Auction Agent shall have been notified of
such delivery or non-delivery in accordance with the terms of
Section 3.3(e)(ii) hereof. The Auction Agent shall have no duty or
liability with respect to enforcement of this Section 3.4(b).
3.5 Service Charge to Be Paid to BD. On the Business Day next
succeeding each Auction Date for each series of Preferred Shares, the
Auction Agent shall pay to BD from moneys received from the Company an
amount equal to, (a) in the case of any Auction Date immediately preceding
any Dividend Period of 28 days or less, the product of (i) a fraction the
numerator of which is the number of days in such Dividend Period
(calculated by counting the first day of such Dividend Period but excluding
the last day thereof) and the denominator of which is 365, times
(ii) 1/4 of 1%, times (iii) $50,000, times (iv) the sum of (A) the
aggregate number of shares of such series of Preferred Shares placed by BD
in the applicable Auction that were (x) the subject of a Submitted Bid of a
Beneficial Owner submitted by BD and continued to be held as a result of
such submission and (y) the subject of a Submitted Bid of a Potential
Beneficial Owner submitted by BD and were purchased as a result of such
submission plus (B) the aggregate number of shares of such series of
Preferred Shares subject to valid Hold Orders (determined in accordance
with Paragraph 11 of the Articles Supplementary) submitted to the Auction
Agent by BD plus (C) the number of shares of such series of Preferred
Shares deemed to be subject to Hold Orders by Existing Holders pursuant to
Paragraph 11 of the Articles Supplementary that were acquired by such
Existing Holders through BD and (b) in the case of any Auction Date
immediately preceding any Dividend Period of 35 days or more, that amount
as mutually agreed on by the Company and BD, based on a selling concession
that would be applicable to an underwriting of fixed or variable rate
preferred shares with a similar final maturity or variable rate dividend
period, respectively, at the commencement of the Dividend Period with
respect to such Auction. For the purposes of calculating any such fee,
Preferred Shares will be placed by a Broker-Dealer if such shares were
(i) the subject of Hold Orders deemed to have been made by Existing Holders
that were acquired by such Existing Holders through such Broker-Dealer or
(ii) the subject of the following Orders submitted by such Broker-Dealer:
(A) a Submitted Bid of an Existing Holder that resulted in such Existing
Holder continuing to hold such shares as a result of the Auction, (B) a
Submitted Bid of a Potential Holder that resulted in such Potential Holder
purchasing such shares as a result of the Auction or (C) a Submitted Hold
Order.
For purposes of subclause (iv) (C) of the foregoing sentence, if
any Existing Holder who acquired Series T7 Preferred Shares or Series T28
Preferred Shares through BD transfers those shares to another Person other
than pursuant to an Auction, then the Broker-Dealer for the shares so
transferred shall continue to be BD, provided, however, that if the
transfer was effected by, or if the transferee is, a Broker-Dealer other
than BD, then such Broker-Dealer shall be the Broker-Dealer for such
shares.
3.6 Settlement.
(a) If any Beneficial Owner with respect to whom BD has
submitted a Bid or Sell Order for Series T7 Preferred Shares or Series T28
Preferred Shares that was accepted in whole or in part fails to instruct
its Agent Member to deliver the Preferred Shares subject to such Bid or
Sell Order against payment therefor, BD shall instruct such Agent Member to
deliver such Preferred Shares against payment therefor and BD may deliver
to the Potential Holder or Potential Beneficial Owner with respect to whom
BD submitted a Bid for Preferred Shares of such series that was accepted in
whole or in part a number of Preferred Shares of such series that is less
than the number of Preferred Shares of such series specified in such Bid to
be purchased by such Potential Holder or Potential Beneficial Owner.
Notwithstanding the foregoing terms of this Section, any delivery or
non-delivery of Preferred Shares of either series which represents any
departure from the results of an Auction for such series, as determined by
the Auction Agent, shall be of no effect unless and until the Auction Agent
shall have been notified of such delivery or non-delivery in accordance
with the terms of Section 3.3(d) hereof. The Auction Agent shall have no
duty or liability with respect to enforcement of this Section 3.6.
(b) Neither the Auction Agent nor the Company shall have
any responsibility or liability with respect to the failure of an Existing
Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial
Owner or its respective Agent Member to deliver either series of Preferred
Shares or to pay for Series T7 Preferred Shares or Series T28 Preferred
Shares sold or purchased pursuant to the Auction Procedures or otherwise.
4. The Auction Agent.
4.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the
Company hereunder and owes no fiduciary duties to any other Person by
reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against
the Auction Agent.
(c) In the absence of bad faith or negligence on its part,
the Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its
duties under this Agreement. The Auction Agent shall not be liable for any
error of judgment made in good faith unless the Auction Agent shall have
been negligent in ascertaining (or failing to ascertain) the pertinent
facts.
4.2 Rights of the Auction Agent.
(a) The Auction Agent may rely and shall be protected in
acting or refraining from acting upon any communication authorized by this
Agreement and upon any written instruction, notice, request, direction,
consent, report, certificate, share certificate or other instrument, paper
or document believed by it to be genuine. The Auction Agent shall not be
liable for acting upon any telephone communication authorized by this
Agreement which the Auction Agent believes in good faith to have been given
by the Company or by BD. The Auction Agent may record telephone
communications with BD.
(b) The Auction Agent may consult with counsel of its own
choice, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance,
expend or risk its own funds or otherwise incur or become exposed to
financial liability in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and exercise
its rights hereunder either directly or by or through agents or attorneys.
4.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this Agreement or the
Series T7 Preferred Shares or the Series T28 Preferred Shares.
5. Miscellaneous.
5.1 Termination. Any party may terminate this Agreement at any
time upon five days' prior notice to the other party.
5.2 Agent Member. At the date hereof, BD is a participant of
the Securities Depository.
5.3 Communications. Except for (i) communications authorized to
be made by telephone pursuant to this Agreement or the Auction Procedures
and (ii) communications in connection with the Auctions (other than those
expressly required to be in writing), all notices, requests and other
communications to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given to such party, addressed to
it, at its address or telecopy number set forth below:
If to BD addressed: ____________________________________
____________________________________
____________________________________
Attention:
Telephone No.:
Telecopier No.:
If to the Auction Agent,
addressed: Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate Securities
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
or such other address or telecopy number as such party may hereafter
specify for such purpose by notice to the other party. Each such notice,
request or communication shall be effective when delivered at the address
specified herein. Communications shall be given on behalf of BD by a BD
Officer and on behalf of the Auction Agent by an Authorized Officer. BD
may record telephone communications with the Auction Agent.
5.4 Entire Agreement. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof, and
there are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to
the subject matter hereof.
5.5 Benefits. Nothing in this Agreement, express or implied,
shall give to any person, other than the Company, the Auction Agent and BD
and their respective successors and assigns, any benefit of any legal or
equitable right, remedy or claim under this Agreement.
5.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part,
except by a written instrument signed by a duly authorized representative
of the party to be charged.
(b) Failure of either party to this Agreement to exercise
any right or remedy hereunder in the event of a breach of this Agreement by
the other party shall not constitute a waiver of any such right or remedy
with respect to any subsequent breach.
5.7 Successors and Assigns. This Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the respective
successors and permitted assigns of each of BD and the Auction Agent. This
Agreement may not be assigned by either party hereto absent the prior
written consent of the other party; provided, however, that this Agreement
may be assigned by the Auction Agent to a successor Auction Agent selected
by the Company without the consent of BD.
5.8 Severability. If any clause, provision or section of this
Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision
or section shall not affect any remaining clause, provision or section
hereof.
5.9 Execution in Counterparts. This Agreement may be executed
in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in said State.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written.
BANKERS TRUST COMPANY
By: ___________________________
Title:
_______________________________
By: ___________________________
Title:
EXHIBIT A
SETTLEMENT PROCEDURES
The following summary of Settlement Procedures sets forth the
procedures expected to be followed in connection with the settlement of
each Auction and will be incorporated by reference in the Auction Agent
Agreement and each Broker-Dealer Agreement. Nothing contained in this
Appendix C constitutes a representation by the Trust that in each Auction
each party referred to herein will actually perform the procedures
described to be performed by such party. Capitalized terms used herein
shall have the respective meanings specified in the glossary of this
Prospectus or Appendix B to the Prospectus, as the case may be.
(a) On each Auction Date, the Auction Agent shall notify by
telephone the Broker-Dealers that participated in the Auction held on
such Auction Date and submitted an Order on behalf of any Beneficial
Owner or Potential Beneficial Owner of:
(i) the Applicable Rate fixed for the next succeeding
Dividend Period;
(ii) whether Sufficient Clearing Bids existed for the
determination of the Applicable Rate;
(iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted a Bid or Sell Order on behalf of a Beneficial Owner,
the number of shares, if any, of Preferred Shares to be sold by
such Beneficial Owner;
(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Beneficial Owner, the
number of shares, if any, of Preferred Shares to be purchased by
such Potential Beneficial Owner;
(v) if the aggregate number of Preferred Shares to be sold
by all Beneficial Owners on whose behalf such Broker-Dealer
submitted a Bid or a Sell Order exceeds the aggregate number of
Preferred Shares to be purchased by all Potential Beneficial
Owners on whose behalf such Broker-Dealer submitted a Bid, the
name or names of one or more Buyer's Broker-Dealers (and the name
of the Agent Member, if any, of each such Buyer's Broker-Dealer)
acting for one or more purchasers of such excess number of
Preferred Shares and the number of such shares to be purchased
from one or more Beneficial Owners on whose behalf such Broker-
Dealer acted by one or more Potential Beneficial Owners on whose
behalf each of such Buyer's Broker-Dealers acted;
(vi) if the aggregate number of Preferred Shares to be
purchased by all Potential Beneficial Owners on whose behalf such
Broker-Dealer submitted a Bid exceeds the aggregate number of
Preferred Shares to be sold by all Beneficial Owners on whose
behalf such Broker-Dealer submitted a Bid or a Sell Order, the
name or names of one or more Seller's Broker-Dealers (and the
name of the Agent Member, if any, of each such Seller's
Broker-Dealer) acting for one or more sellers of such excess
number of Preferred Shares and the number of such shares to be
sold to one or more Potential Beneficial Owners on whose behalf
such Broker-Dealer acted by one or more Beneficial Owners on
whose behalf each of such Seller's Broker-Dealers acted; and
(vii) the Auction Date of the next succeeding Auction
with respect to the Preferred Shares.
(b) On each Auction Date, each Broker-Dealer that submitted an
Order on behalf of any Beneficial Owner or Potential Beneficial Owner
shall:
(i) in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, instruct each Potential Beneficial Owner on whose
behalf such Broker-Dealer submitted a Bid that was accepted, in
whole or in part, to instruct such Potential Beneficial Owner's
Agent Member to pay to such Broker-Dealer (or its Agent Member)
through the Securities Depository the amount necessary to
purchase the number of Preferred Shares to be purchased pursuant
to such Bid against receipt of such shares and advise such
Potential Beneficial Owner of the Applicable Rate for the next
succeeding Dividend Period;
(ii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Beneficial Owner on whose behalf
such Broker-Dealer submitted a Sell Order that was accepted, in
whole or in part, or a Bid that was accepted, in whole or in
part, to instruct such Beneficial Owner's Agent Member to deliver
to such Broker-Dealer (or its Agent Member) through the
Securities Depository the number of Preferred Shares to be sold
pursuant to such Order against payment therefor and advise any
such Beneficial Owner that will continue to hold Preferred Shares
of the Applicable Rate for the next succeeding Dividend Period;
(iii) advise each Beneficial Owner on whose behalf such
Broker-Dealer submitted a Hold Order of the Applicable Rate for
the next succeeding Dividend Period;
(iv) advise each Beneficial Owner on whose behalf such
Broker-Dealer submitted an Order of the Auction Date for the next
succeeding Auction; and
(v) advise each Potential Beneficial Owner on whose behalf
such Broker-Dealer submitted a Bid that was accepted, in whole or
in part, of the Auction Date for the next succeeding Auction.
(c) On the basis of the information provided to it pursuant to
(a) above, each Broker-Dealer that submitted a Bid or a Sell Order on
behalf of a Potential Beneficial Owner or a Beneficial Owner shall, in
such manner and at such time or times as in its sole discretion it may
determine, allocated any funds received by it pursuant to (b)(i) above
and any Preferred Shares received by it pursuant to (b)(ii) above
among the Potential Beneficial Owner, if any, on whose behalf such
Broker-Dealer submitted Bids, the Beneficial Owner, if any, on whose
behalf such Broker-Dealer submitted Bids that were accepted or Sell
Orders, and any Broker-Dealer or Broker-Dealers identified to it by
the Auction Agent pursuant to (a)(v) or (a)(vi) above.
(d) On each Auction Date:
(i) each Potential Beneficial Owner and Beneficial Owner
shall instruct its Agent Member as provided in (b)(i) or (ii)
above, as the case may be;
(ii) each Seller's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent
Member to (A) pay through the Securities Depository to the Agent
Member of the Beneficial Owner delivering shares to such
Broker-Dealer pursuant to (b)(ii) above the amount necessary to
purchase such shares against receipt of such shares, and
(B) deliver such shares through the Securities Depository to a
Buyer's Broker-Dealer (or its Agent Member) identified to such
Seller's Broker-Dealer pursuant to (a)(v) above against payment
therefor; and
(iii) each Buyer's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent
Member to (A) pay through the Securities Depository to a Seller's
Broker-Dealer (or its Agent Member) identified pursuant to
(a)(vi) above the amount necessary to purchase the shares to be
purchased pursuant to (b)(i) above against receipt of such
shares, and (B) deliver such shares through the Securities
Depository to the Agent Member of the purchaser thereof against
payment therefor.
(e) On the day after the Auction Date:
(i) each Bidder's Agent Member referred to in (d)(i) above
shall instruct the Securities Depository to execute the
transactions described under (b)(i) or (ii) above, and the
Securities Depository shall execute such transactions;
(ii) each Seller's Broker-Dealer or its Agent Member shall
instruct the Securities Depository to execute the transactions
described in (d)(ii) above, and the Securities Depository shall
execute such transactions; and
(iii) each Buyer's Broker-Dealer or its Agent Member
shall instruct the Securities Depository to execute the
transactions described in (d)(iii) above, and the Securities
Depository shall execute such transactions.
(f) If a Beneficial Owner selling Preferred Shares in an Auction
fails to deliver such shares (by authorized book-entry), a
Broker-Dealer may deliver to the Potential Beneficial Owner on behalf
of which it submitted a Bid that was accepted a number of whole
Preferred Shares that is less than the number of shares that otherwise
was to be purchased by such Potential Beneficial Owner. In such
event, the number of Preferred Shares to be so delivered shall be
determined solely by such Broker-Dealer. Delivery of such lesser
number of shares shall constitute good delivery. Notwithstanding the
foregoing terms of this paragraph (f), any delivery or non-delivery of
shares which shall represent any departure from the results of an
Auction, as determined by the Auction Agent, shall be of no effect
unless and until the Auction Agent shall have been notified of such
delivery or non-delivery in accordance with the provisions of the
Auction Agent Agreement and the Broker-Dealer Agreements.
EXHIBIT B
BANKERS TRUST COMPANY
AUCTION BID FORM
Submit To: Bankers Trust Co. Issue: The BlackRock Investment
0 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx Trust Inc.
Xxx Xxxx, Xxx Xxxx 00000 Series: ____________________________
Auction Date: ______________________
Attention: Auction Rate Telephone (000) 000-0000
Securities Facsimile (000) 000-0000
The undersigned Broker-Dealer submits the following Order
on behalf of the Bidder listed below:
Name of Bidder: ________________________
EXISTING HOLDER
Shares now held _______________ HOLD ____________________
BID at rate of ____________________
SELL ____________________
POTENTIAL HOLDER
# of shares bid ___________________
BID at rate of ___________________
Notes:
(1) If submitting more than one Bid for one Bidder, use additional Auction
Bid Forms.
(2) If one or more Bids covering in the aggregate more than the number of
outstanding shares held by any Existing Holder are submitted, such
Bids shall be considered valid in the order priority set forth in the
Auction Procedures on the above issue.
(3) A Hold or Sell may be placed only by an Existing Holder covering a
number of shares not greater than the number of shares currently held.
(4) Potential Holders may make only Bids, each of which must specify a
rate. If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate
specified.
(5) Bids may contain no more than three figures to the right of the
decimal point (.001 of 1%). Fractions will not be accepted.
NAME OF BROKER-DEALER __________________________
Authorized Signature __________________________
EXHIBIT C
(To be used only for transfers made other than pursuant to an Auction).
TRANSFER FORM
Re: The BlackRock Investment Quality Municipal Trust Inc.
Series [T7] [T28] Preferred Shares
(the "Preferred Shares")
We are (check one):
|_| the Beneficial Owner named below;
|_| the Agent Member for such Beneficial Owner.
We hereby notify you that such Beneficial Owner has transferred ____ shares
of [Series T7] (Series T28] Preferred Shares to ___________________.
______________________________
(Name of Beneficial Owner)
______________________________
(Name of Agent Member)
By: __________________________
Printed Name:
Title:
EXHIBIT D
(To be used only for failures to deliver
Preferred Shares sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for _________________________ (the
"Purchaser"), which purchased _______ Series [T7] [T28] Preferred
Shares of The BlackRock Investment Quality Municipal Trust Inc.
in the Auction held on ____________________ from the seller of
such shares.
II. We are a Broker-Dealer for _________________________ (the
"Seller"), which sold _______ Series [T7] [T28] Preferred Shares
of The BlackRock Investment Quality Municipal Trust Inc. in the
Auction held on ____________________ to the Purchaser of such
shares.
We hereby notify you that (check one) --
________ the Seller failed to deliver such shares to the
Purchaser
________ the Purchaser failed to make payment to the Seller upon
delivery of such shares
Name: ___________________________
(Name of Broker-Dealer)
By: _____________________________
Printed Name:
Title:
