BROKER-DEALER AGREEMENT
Exhibit
99. h(2)(vii)
Broker-Dealer Name: Xxxxxxx
Xxxxx & Associates, Inc.
BlackRock
Distributors, Inc.
000
Xxxxx Xxxx
Xxxx
xx Xxxxxxx, XX 00000
Ladies
and Gentlemen:
We
desire to enter into an Agreement with you for the sale of common shares of
beneficial interest or common shares of stock, as the case may be (“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 Shares of the Funds and
the agent for the continuous distribution of such Shares pursuant to the terms
of the Distribution Agreement between you and each Fund.
As
used herein, the term “Prospectus” shall mean the currently effective
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.
In
consideration of the mutual covenants contained herein, it is hereby agreed that
our respective rights and obligations shall be as follows:
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1.
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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 all applicable
federal and state securities laws and the rules and regulations of
applicable regulatory agencies or authorities, such as the Securities and
Exchange Commission (“SEC”) and the National Association of Securities
Dealers, Inc. (the “NASD”), and specifically including, but not
limited to, Rule 22c-1(a) under the 1940 Act. Other than as
contemplated in this agreement or the Prospectus, in no transaction
involving Shares shall we have any authority to act as agent for the Fund
or for you.
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2.
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(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 (“NAV”) 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 received by the
transfer agent before the close of regular trading on the New York Stock
Exchange (“NYSE”) (currently 4 p.m. (Eastern time)) shall be executed
at the NAV calculated at the close of trading on that day 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. Purchase orders received after the close of trading will be priced
based on the next calculation of
NAV.
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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 NAV for Investor B and Investor C
Shares). All orders for redemption of Investor B and Investor C Shares of an
Open-End Fund received by the transfer agent before the close of regular trading
on the NYSE (currently 4 p.m. (Eastern time)) shall be executed at the
applicable NAV calculated at the close of trading on that day 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.
Purchase orders received after the close of trading will be priced based on the
next calculation of NAV.
(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
NAV 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 NAV 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 NAV 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
NAV 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.
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3.
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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.
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4.
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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:
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(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 in order for it to be processed at that day’s NAV 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.
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5.
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All indications of interest and orders transmitted to you are subject to
the terms and conditions of the Fund’s Prospectus (including, without
limitation, those provisions regarding the purchase, exchange and
redemption of Fund Shares and policies to deter market timing and other
inappropriate trading activity such as any redemption fees and any
limitations on exchanges) and this Agreement and are subject to acceptance
or rejection by you in your sole
discretion.
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6.
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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.
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7.
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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.
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8.
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(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 NAV 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.
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(b)
We acknowledge that certain classes of investors may be entitled to purchase
Investor A Shares of a Fund at NAV without a front-end sales load as from time
to time provided in the applicable Fund Prospectus.
(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.
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9.
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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.
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10.
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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.
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4
Our
handling of orders for transactions of Fund shares shall also comply with our
firm’s internal policies and procedures, which we believe to be appropriate and
sufficient with regard to the handling of Fund orders on a timely basis and
which we believe provide adequate controls and procedures to ensure ongoing
compliance with all applicable federal and state securities laws and the rules,
regulations of applicable regulatory agencies or authorities and the Fund’s
prospectus.
We
shall monitor all accounts held with us for inappropriate trading activity such
as market timing, excessive short-term trading and such other activity described
in the Fund’s Prospectus as being inappropriate or impermissible and shall
inform you of any such activity that we identify. We will assist you in taking
appropriate action against any accounts identified as engaging in inappropriate
trading activity, including freezing all further purchases of Fund Shares by
those accounts.
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, exchanges, 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 10 shall survive the termination of this
Agreement.
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11.
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(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 sales
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.
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(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.
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12.
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(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
Offering Period), we shall remit to
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an
account designated by you with the Transfer Agent an amount equal to the
applicable public offering price (currently the NAV) 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.
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(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.
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13.
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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.
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14.
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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.
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15.
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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 Conduct Rules. 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 and all requirements to provide specific disclosures to
our customers, including, but not limited to, any disclosures regarding
fees or other compensation paid to us or our affiliates by any Fund or its
affiliates: 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.
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16.
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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 16 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 16 shall survive the
termination of this Agreement.
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17.
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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, including without
limitation rules requiring us to implement a anti-money laundering
program and a customer identification program. 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.
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18.
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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 and except as required by any applicable
federal or state law, rule or
regulation.
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19.
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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.
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20.
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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 by you at any time upon written
notice to us and our placing an order to purchase after notice of such
amendment has been sent to us shall constitute our agreement to such
amendment. This Agreement is not assignable or transferable without the
prior written consent of the other party, except that upon 30 days prior
written notice to us, you may assign or transfer this Agreement to any
successor that becomes principal underwriter of the Funds. 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.
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21.
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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.
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Very
truly yours,
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Xxxxxxx
Xxxxx & Associates Inc.
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Name
of Broker-Dealer (please print or type)
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000
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XXX
#
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000
Xxxxxxxx Xxxxxxx
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Address
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| St. Petersburg, | FL | 33716 | ||
| City | State |
Zip
Code
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7
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By:
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Xxxxxx
Xxxxxxxx
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| Authorized Officer (please print or type) | ||||
| Signature: |
/s/
Xxxxxx Xxxxxxxx 12/8/05
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| Title: |
Vice
President
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| Date: |
12/8/2005
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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. | |||
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By:
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Xxxxx
XxXxxxxxx
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| Authorized Officer (please print or type) | ||||
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| Signature: |
/s/
Xxxxx
XxXxxxxxx
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| Title: |
VP
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| Date: |
12-13-05
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8
ADDENDUM
To
the
between
BlackRock
Distributors, Inc.
And
Xxxxxxx
Xxxxx & Associates, Inc.
This
addendum (“Addendum”) to the BROKER-DEALER AGREEMENT (the “Agreement”), which is
attached hereto for reference, is hereby entered into by BlackRock
Distributors, Inc. (“BDI”) and Xxxxxxx Xxxxx &
Associates, Inc. (“Service Organization”). The Addendum and the Agreement,
as amended by this Addendum, constitute the entire Agreement. The Addendum
amends the Agreement as follows:
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1.
By deleting the first sentence of section 1 of the Agreement and
substituting the following
therefor:
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“Customers
of ours who purchase Shares through us are for all purposes our customers and
not customers of the Fund.”
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2.
By adding a new sentence before the last sentence in section 1 of the
Agreement as follows:
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“You
are responsible for all applicable rules and regulations of any direct
business provided that they are not a customer of Xxxxxxx Xxxxx &
Associates, Inc.”
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3.
By deleting the third sentence of section 3 of the Agreement and
substituting the following
therefor:
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“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 any legally required document; and unless otherwise agreed,
we shall promptly confirm in writing all share transactions of our
customers.”
|
|
4.
By deleting the second paragraph of section 10 of the Agreement and
substituting the following
therefor:
|
|
|
5.
By deleting sections 11(b)(i) and 12(b)(i) of the Agreement and
substituting the following thereof:
|
“(i) we
shall upon notification forthwith refund to you the full sales commission
received by us on sales, and”
|
|
6.
By deleting the fourth, fifth and sixth sentence of section 15 of the
Agreement and substituting the following
therefor:
|
“Each
party agrees to notify the other immediately in the event of our expulsion or
suspension from the NASD. Expulsion from the NASD will automatically terminate
this Agreement immediately without notice. Suspension from the NASD will
terminate this Agreement effective immediately upon written notice of
termination.”
|
|
7.
By adding a new sentence after the first sentence in section 16 of the
Agreement as follows:
|
“Both
parties shall comply with all Sections of Regulation S-P.”
9
|
|
8.
By deleting the first sentence of section 17 of the Agreement and
substituting the following
therefor:
|
“Both
parties have policies and procedures in place in order to comply with our
obligations under the provisions of 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,
including without limitation rules requiring us to implement a anti-money
laundering program and a customer identification program. Subject to legal
restrictions, the parties, upon request, promptly provide evidence of those
policies and procedures and compliance therewith and/or
evidence establishing the identities and sources of funds for each purchase of
Shares of the Funds.”
|
|
9.
By adding section 21 to the Agreement as
follows:
|
|
|
“21.
In the event of a dispute between the parties with respect to this
Agreement, and in the event the parties are unable to resolve the dispute
between them, each dispute will be settled in arbitration in accordance to
the then existing rules of the
NASD.”
|
10
IN
WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year written below.
|
XXXXXXX
XXXXX & ASSOCIATES, INC.
|
BLACKROCK
DISTRIBUTORS, INC.
|
|||
|
By:
|
Xxxxxx
Xxxxxxxx
|
By:
|
Xxxxx
XxXxxxxxx
|
|
| Signature: | /s/ Xxxxxx Xxxxxxxx 12/8/05 | Signature: | /s/ Xxxxx XxXxxxxxx | |
| Title: | Vice President | Title: | VP | |
| Date: | December 8, 2005 | Date: | 12-13-05 | |
11
February 23,
2007
Re: Addendum to
Agreement
Dear
Sir or Madam:
As
you may know, BlackRock, Inc. (“BlackRock”) and Xxxxxxx Xxxxx &
Co., Inc. (“Xxxxxxx Xxxxx”) announced on February 15, 2006 that they
had reached an agreement pursuant to which Xxxxxxx Xxxxx will contribute its
investment management business, Xxxxxxx Xxxxx Investment Managers (“MLIM”), to
BlackRock to form a new asset management company that will be one of the world’s
preeminent, diversified global money management organizations with approximately
$1 trillion in assets under management (the “Transaction”). The new company will
operate under the BlackRock name. The Transaction is expected to close at the
end of the third quarter of 2006.
Currently,
your firm has an agreement with both (i) FAM Distributors, Inc. or its
affiliates (“FAMD”) pursuant to which you provide broker-dealer and/or other
services with respect to MLIM-advised mutual funds and (ii) BlackRock
Distributors, Inc. (“BDI”), BlackRock Advisors, Inc. (“BAI”) and/or
BlackRock Funds (the “Fund”) pursuant to which you provide broker-dealer and/or
certain other services with respect to shareholders of certain portfolios of the
Fund. You have recently received a letter from FAMD notifying you that your
existing agreement will terminate upon the closing of the Transaction.
Therefore, we are proposing that your agreement with BDI, BAI and/or the Fund be
amended to include certain of the current MLIM-advised funds that will be
managed by BlackRock following the closing of the Transaction. We are also
proposing certain technical revisions to your agreement. Upon the closing of the
Transaction, your arrangements with BlackRock will govern your relationship with
the combined BlackRock fund family.
Information
is enclosed regarding the implementation of the SEC’s new redemption fee rule,
Rule 22c-2 under the Investment Company Act of 1940. This information has
been prepared for you by BAI and the Fund. As you may know, this rule, in part,
requires us as a fund company to enter into an agreement with each of our
financial intermediaries that provides us access to shareholder identification
and transaction information upon request. The terms of the agreement are based
upon the requirements of the SEC rule. Based upon a review of our records, we
believe your company is a financial intermediary covered by the
rule.
We
are hereby notifying you of our intent to revise the terms of our existing
agreement to include the provisions set forth below. While we also are asking
you to indicate your acceptance of the revisions to our agreement by signing,
dating and returning to us a copy of the attached Addendum, any transaction you
submit to us on or after the closing of the Transaction will be deemed to
evidence your consent to this revision to our existing agreement. To facilitate
this process, the revisions to our existing agreement regarding Rule 22c-2
are generally consistent with the “Model Contractual Clauses of Rule 22c-2”
that were jointly developed by the Investment Company Institute and the
Securities Industry Association.
Please
note that, pursuant to the SEC’s rule, your failure either to accept these
changes to our existing agreement or reach other accommodations with BlackRock
by the Rule’s compliance date may result in our inability to continue to accept
trades you place on behalf of your clients.
I
hope you find this information useful. Should you have any questions about the
attached Addendum, the SEC’s new rule, or other issues relating to our
implementation of the Rule, please feel free to contact me at
000-000-0000.
Please
sign, date and return the foregoing Addendum to me at the address below. If you
object to the foregoing Addendum, please contact me at 000-000-0000.
immediately. If we do not hear from you within six days from the date of this
letter, we will assume that you do not have any objections to the Addendum.
Please note that any transaction you submit to us on or after the closing of the
Transaction will be deemed to evidence your consent to the Addendum. If we do
not have an Addendum in place with you by October 16, 2006 (or such later
date as the
12
SEC
may permit) the Fund will be required to reject any subsequent purchase and
exchange transactions and possibly terminate the Agreement.
Additionally,
we have included a brief questionnaire in order to help understand the types of
accounts, system capabilities and policies that you currently have in place.
This information will be used to assist in the evaluation and assessment of risk
in various categories we believe are associated with this new rule. In part, the
data gathered will be used to determine the frequency with which we will need to
request detailed trading activity, given the overall level of risk assigned.
Please complete the questionnaire, sign and date the Addendum and mail them by
September 27, 2006 to:
BlackRock
Distributors, Inc.
000
Xxxxx Xxxx
Xxxx
xx Xxxxxxx, XX 00000
Attn:
Xxxxx XxXxxxxxx
We
appreciate your cooperation.
|
Sincerely,
|
|
|
Xxxxx
XxXxxxxxx
|
|
|
Vice
President
|
13
Addendum to
Agreement
You
(“Service Organization”) have entered into a Broker-Dealer Agreement, Amended
and Restated Selected Dealer Agreement, Service Agreement for Service Shares,
Shareholder Liaison Service Agreement for Institutional Class Shares,
DCC&S Agreement and/or a Trust Fund/SERV Agreement (collectively, the
“Agreement”) with BlackRock Distributors, Inc. (“BDI”), BlackRock Advisors,
LLC. (“BAL”) and/or BlackRock Funds (the “Fund”) regarding the provision of
broker-dealer, shareholder liaison and/or operational services with respect to
shareholders of certain portfolios of the Fund. The parties to the Agreement
hereby agree that the Agreement is hereby amended to add the
following:
Rule 22c-2
Compliance
|
(a)
|
Agreement to
Provide Information . The Service Organization agrees to provide to
the Fund, upon written request, the taxpayer identification number
(“TIN”), the Individual/International Taxpayer Identification Number
(“ITIN”), or other government-issued identifier (“GII”), if known, of any
or all Shareholder(s)(as defined in Rule 22c-2 under the Investment
Company Act of 1940, as amended (“Rule 22c-2”)) of an account
maintained by the Service Organization and the amount, date, name or other
identifier of any investment professional(s) associated with
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by the
Intermediary during the period covered by the
request.
|
|
(i)
|
Period Covered
by Request . Requests must set forth a specific period which will
generally not exceed 90 days from the date of the request, for which
transaction information is sought. The Fund may request transaction
information older than 90 days from the date of the request as they deem
necessary to investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by the
Fund.
|
|
(ii)
|
Form and
Timing of Response . (a) The Service Organization agrees to
provide, promptly upon request of the Fund or its designee but in any
event not later than five (5) business days after receipt of request,
the requested information specified in Paragraph (a). If requested by the
Fund or its designee, the Service Organization agrees, to use best efforts
to determine promptly but in any event not later than five
(5) business days after receipt of request, whether any specific
person about whom it has received the identification and transaction
information specified in Paragraph (a) is itself a financial
intermediary (as defined in Rule 22c-2) (“indirect intermediary”)
and, upon further request of the Fund or its designee, promptly but in any
event not later than five (5) business days after receipt of request,
either (i) provide (or arrange to have provided) the information set
forth in Paragraph (a) and any information required to be provided by
law, regulation, regulatory request or rule for those shareholders
who hold an account with an indirect intermediary or (ii) restrict or
prohibit the indirect intermediary from purchasing, in nominee name or
behalf of other persons, securities issued by the Fund. The Service
Organization additionally agrees to inform the Fund whether it plans to
perform (i) or (ii); (b) Responses required by this paragraph
must be communicated in writing and in a format mutually agreed upon by
the parties; and (c) To the extent practicable, the format for any
transaction information provided to the Fund should be consistent with the
NSCC Standardized Data Reporting
Format.
|
|
(iii)
|
Limitations on
Use of Information . The Fund agrees not to use the information
received for marketing or any other similar purpose without the Service
Organization’s prior written
consent.
|
14
|
(b)
|
Agreement to
Restrict Trading . The Service Organization agrees to execute
written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder who has been identified
by the Fund as having engaged in transactions of the Fund’s Shares
(directly or indirectly through an account with the Service Organization)
that violate policies established or utilized by the Fund for the purpose
of eliminating, or reducing, or that would result in, any dilution of the
value of the outstanding Shares issued by the
Fund.
|
|
(i)
|
Form of
Instructions . Instructions to restrict or prohibit trading must
include the TIN, ITIN, or GII, if known, and the specific
restriction(s) to be executed. If the TIN, ITIN, or GII is not known,
the instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to
which the instruction relates.
|
|
(ii)
|
Timing of
Response . The Service Organization agrees to execute instructions
from the Fund to restrict or prohibit trading as soon as reasonably
practicable, but not later than five (5) business days after receipt
of the instructions by the Service
Organization.
|
|
(iii)
|
Confirmation .
The Service Organization must provide written confirmation to the Fund
that instructions from the Fund to restrict or prohibit trading have been
executed. The Service Organization agrees to provide confirmation as soon
as reasonably practicable, but not later than ten (10) business days
after the instructions have been
executed.
|
Definitions. For the purposes of
this Agreement.
|
(a)
|
The term “Fund” includes the fund’s principal underwriter, clearing agency
and transfer agent. The term does not include any “excepted funds” as
defined in SEC Rule 22c-2(b) under the Investment Company Act of
1940.
|
|
(b)
|
The term “Shares” means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment
Company Act of 1940 that are held by the
Intermediary.
|
|
(c)
|
The term “Shareholder” means the beneficial owner of Shares, whether the
Shares are held directly or by the Intermediary in nominee name or as
otherwise defined in
Rule 22c-2.
|
|
|
|
Additional
Funds
For
purposes of the Agreement, the term “Fund” or “Funds” shall include any
registered open-end investment company, and the investment portfolios thereof,
distributed by BDI, excluding the investment portfolios of (i) BlackRock
Liquidity Funds, (ii) Xxxxxxx Xxxxx Funds for Institutions Series,
(iii) FDP Series, Inc. and (iv) Managed Account
Series.
Amendment
This
Agreement may be modified or amended, and the terms of this Agreement may be
waived, only by a writing signed by the parties.
Entire
Agreement
The
Agreement, including all exhibits, contains the entire agreement between the
parties with respect to the transactions covered and contemplated hereunder, and
supersedes all prior agreements and understandings between the parties relating
to the subject matter hereof, including without limitation any agreements
between Service Organization or its affiliates and (i) State Street
Research & Management Company, its affiliates and/or the State Street
Research mutual funds or (ii) FAM Distributors, Inc. and/or the mutual
funds advised by Xxxxxxx Xxxxx Investment Managers or one of its
affiliates.
[Remainder
of this page intentionally left blank]
15
**********
To
the extent that provisions of the Agreement and this Addendum are in conflict,
the terms of this Addendum shall control. Except to the extent amended by this
Addendum, the Agreement shall remain unchanged and in full force and effect, and
is hereby ratified and confirmed in all respects as amended hereby.
Agreed
and Accepted:
|
Xxxxxxx
Xxxxx & Associates, Inc.
|
BlackRock
|
|||
|
Signature:
|
/s/
Xxxxxx Xxxxxxxx
|
Signature:
|
/s/
Xxxxx XxXxxxxxx
|
|
|
Name:
|
Xxxxxx
Xxxxxxxx
|
Name:
|
Xxxxx
XxXxxxxxx
|
|
|
Title:
|
Vice
President
|
Title:
|
VP
|
|
|
Dated:
|
3/26,
2007
|
Dated:
|
3-13,
2007
|
|
|
Firm
Name:
|
Xxxxxxx
Xxxxx Financial Services, Inc.
|
|||
|
Signature:
|
/s/
Xxx Xxxx
|
|||
|
Name:
|
Xxx
Xxxx
|
|||
|
Title:
|
Executive
Vice President
|
|||
|
Dated:
|
3/20,
2007
|
|||
16
Amendment to Agreement
(s)
You
(“Service Organization”) have entered into one or more agreements (“Agreement”
or “Agreement(s)”) with BlackRock Distributors, Inc. (“BDI”) and/or
BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds
pursuant to which you may provide one or more of the following types of services
under the terms of your Agreement(s): general shareholder liaison, distribution
and sales support, distribution and marketing support, operational and/or
recordkeeping services, networking services and/or sub-accounting services in
return for certain payments. The parties to the Agreement(s) hereby agree
that effective as of October 1, 2008, each such Agreement is hereby amended
to indicate that BlackRock Investments, Inc. (“BII”) shall replace BDI as a
contracting party, and each reference to BDI in the Agreement shall be replaced
with a reference to BII. Service Organization hereby consents to BII succeeding
to all of BDI’s rights, obligations, interests and liabilities under the
Agreements and to the substitution in all respects of BII for BDI as a party to
the Agreements.
The
parties to the Agreement(s) agree that, under the terms of the Prospectuses
and 12b-1 Plans for the Funds underwritten by BII and consistent with BII’s
course of dealing with your firm and pursuant to such Agreement(s), any
Rule 12b-1 fees that BII may pay to your firm in connection with
distribution and/or shareholder services and pursuant to the terms of your
firm’s Agreement(s), if applicable, will only derive from Rule 12b-1 fees
actually received by BII from the applicable Fund, and consistent with
guidelines from the Financial Industry Regulatory Authority, Inc. and the
Securities and Exchange Commission, any Rule 12b-1 and/or service fees are
not payable by BII to your firm unless and until received by the applicable
Fund.
This
amendment confirms that once BII receives such service and/or 12b-1 fees from
the applicable Fund, commissions or other payments will be paid to your firm in
the same manner and time frame to which your firm is accustomed to receiving
such fees (so long as such fees are included under the terms of your
Agreement(s)).
****
*********
To
the extent that provisions of the Agreement(s) and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement(s) shall remain unchanged and in
full force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
17
Agreed
and Accepted:
|
Firm
Name:
|
Xxxxxxx
Xxxxx & Assoc.
|
BlackRock
Investments, Inc.
|
||
|
Signature:
|
/s/
Xxxxx X. Xxxxxx
|
Signature:
|
/s/
Xxx Xxxxx
|
|
|
Name:
|
Xxxxx
X. Xxxxxx
|
Name:
|
Xxx
Xxxxx
|
|
|
Title:
|
Sr.
Vice President
|
Title:
|
Managing
Director
|
|
|
Dated:
|
9/16,
2008
|
Dated:
|
10/2,
2008
|
|
|
BlackRock
Distributors, Inc.
|
||||
|
Signature:
|
/s/
Xxxxx XxXxxxxxx
|
|||
|
Name:
|
Xxxxx
XxXxxxxxx
|
|||
|
Title:
|
Vice
President
|
|||
|
Dated:
|
09/29/,
2008
|
|||
17
