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FORM N-4, ITEM 24(b)(8.39)
FORM OF INVESTOR DISTRIBUTION AND SERVICE AGREEMENT
BETWEEN BLACKROCK INVESTMENTS, INC. & AMERICAN UNITED LIFE INSURANCE COMPANY(R)
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Service Organization Name:______________________________
BLACKROCK
INVESTOR DISTRIBUTION AND SERVICE AGREEMENT
BlackRock Investments, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
BlackRock Investments, Inc. ("BII") and the service organization named below
("Service Organization") wish to enter into this Agreement relating to the
clients of Service Organization ("Clients") who may from time to time
beneficially own R, Investor A, Investor A1, Investor B, Investor B1, Investor
B2, Investor C, Investor C1 and Investor C2 Shares (collectively, the "Shares")
of all open-end investment companies, or investment portfolios thereof,
distributed by BII, except for the investment portfolios of (i) BlackRock
Liquidity Funds, (ii) Xxxxxxx Xxxxx Funds for Institutions Series, (iii) FDP
Series, Inc. and (iv) Managed Account Series (each a "Fund" and, collectively,
the "Funds").
The terms and conditions of this Agreement are as follows:
Section 1: Except as otherwise designated in Appendix A to this Agreement,
Service Organization agrees to provide general shareholder liaison services
relating to the administration of shareholder accounts with respect to Clients
who may from time to time beneficially own Shares.
"General shareholder liaison services" include, but are not limited to, (i)
answering Client inquiries regarding account status and history, the manner in
which purchases, exchanges and redemptions or repurchases of shares may be
effected and certain other matters pertaining to the Clients' investments; (ii)
assisting Clients in designating and changing dividend options, account
designations and addresses; and (iii) providing such other similar services as a
Fund, BII or a Client may reasonably request.
Section 2: Except as otherwise designated in Appendix A to this Agreement,
Service Organization agrees to provide distribution and sales support services
for the Funds for which it receives a distribution and sales support fee, which
services may include some or all of the following: (i) the implementation of
marketing and promotional activities, including direct mail promotions; (ii) the
distribution of sales literature; (iii) the payment of expenditures for sales or
distribution support services such as for telephone facilities and in-house
telemarketing; (iv) the payment of commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of
Service Organization, attributable to distribution or sales support activities;
(v) the payment of travel, equipment, printing, delivery and mailing costs,
overhead and other office expenses of Service Organization attributable to
distribution or sales support activities, as applicable; and (vi) the payment of
any other costs and expenses relating to distribution or sales support
activities.
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Section 3: Service Organization will provide such office space and equipment,
telephone facilities and personnel (which may be any part of the space,
equipment and facilities currently used in its business, or any personnel
employed by it) as may be reasonably necessary or beneficial in order to provide
the aforementioned services.
Section 4: Neither Service Organization nor any of its officers, employees or
agents are authorized to make any representations concerning a Fund or its
Shares except those contained in the then current prospectuses and Statement of
Additional Information for Shares, repurchase offer notices or in such
supplemental literature or advertising as may be authorized by the Fund or BII
in writing.
Section 5: For all purposes of this Agreement, Service Organization will be
deemed to be an independent contractor, and will have no authority to act as
agent for the Funds or BII in any matter or in any respect. Service Organization
shall disclose to its Clients that they are transacting business with Service
Organization only and not with BII or the Funds and that they shall look only to
Service Organization and not to BII or the Funds for resolution of problems or
discrepancies in their accounts. Service Organization agrees to and does
release, indemnify and hold the Funds, BII and their agents and employees
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by Service
Organization or its officers, employees or agents regarding the responsibilities
of Service Organization hereunder or the purchase, redemption, transfer or
registration of Shares (or orders relating to the same) by or on behalf of
Clients to whom Service Organization provides services hereunder. Service
Organization and its employees will, upon request, be available during normal
business hours to consult with the Funds, BII or their designees concerning the
performance of Service Organization's responsibilities under this Agreement.
Section 6: (i) In consideration of the services and facilities provided by
Service Organization pursuant to Section 1 hereof, a Fund or its designee will
pay to Service Organization, and Service Organization will accept as full
payment therefor, the service fees set forth in Appendix A to this Agreement at
annual rates based on the average daily net asset value of the Shares
beneficially owned by Clients for whom Service Organization is the dealer of
record or holder of record with whom Service Organization has a servicing
relationship ("the Clients' Shares"), which fees will be computed daily and
payable periodically at the intervals specified in Appendix A.
(ii) In consideration of the services and facilities provided by Service
Organization pursuant to Section 2 hereof, BII (and not the Funds) will pay to
Service Organization, and Service Organization will accept as full payment
therefor, the distribution and sales support fees set forth in Appendix A to
this Agreement at annual rates based on the average daily net asset value of the
Clients' Shares, which fees will be computed daily and payable periodically at
the intervals specified in Appendix A. Service Organization agrees to waive the
payment of any general shareholder liaison services and/or distribution and
sales support fees unless and until BII has received such fees from the
applicable Fund.
(iii) For purposes of determining the fees payable under this Section 6, the
average daily net asset value of the Clients' Shares will be computed in the
manner specified in the applicable Fund's Registration Statement (as the same is
in effect from time to time) in connection with the computation of the net asset
value of Shares for purposes of purchases and redemptions. The fee rate(s) set
forth in Appendix A to this Agreement may be prospectively increased or
decreased by the Funds and BII, in their sole discretion, at any time upon
notice to Service Organization. Further, any Fund may, in its discretion and
without notice, suspend or withdraw the sale of its Shares, including the sale
of its Shares to Service Organization for the account of any Client or Clients.
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(iv) The fees set forth in Appendix A to this Agreement shall be automatically
amended to reflect any changes thereto approved by the Board of
Directors/Trustees of a Fund from time to time.
Section 7: Any person authorized to direct the disposition of monies paid or
payable pursuant to this Agreement will provide to the applicable Fund's Board
of Directors/Trustees, and the directors/trustees will review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made. Service Organization will furnish the Funds,
BII or their designees with such information as they may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Clients of the services described herein), and will otherwise cooperate with
the Funds, BII and their designees (including, without limitation, any auditors
designated by the Funds), in connection with the preparation of reports to the
Board of Directors/Trustees concerning this Agreement and the monies paid or
payable pursuant hereto, as well as any other reports or filings that may be
required by law.
Section 8: The Funds and BII may enter into other similar Agreements with any
other person or persons without Service Organization's consent.
Section 9: This Agreement will become effective on the date it is accepted and
signed by BII or its designee. Unless sooner terminated, this Agreement will
continue until the first March 31st after the date on which the Agreement is
executed, and thereafter will continue automatically for successive annual
periods, provided such continuance is approved at least annually by the Funds in
the manner described in Section 12. This Agreement will automatically terminate
in the event of its assignment (as defined in the Investment Company Act of 1940
(the "1940 Act")). This Agreement is terminable with respect to any class of
Shares, without penalty, at any time by the applicable Fund or by either BII or
Service Organization upon written notice to the parties hereto.
Section 10: All notices and other communications to BII or Service Organization
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address stated herein, or to such
other addresses as any party shall so provide to other parties.
Section 11: This Agreement will be construed in accordance with the laws of the
State of Delaware, and is non-assignable by the parties hereto.
Section 12: A substantially similar form of this Agreement has been approved by
the vote of a majority of (i) the Board of Directors/Trustees of each applicable
Fund and (ii) those directors/trustees who are not "interested persons" (as
defined in the 0000 Xxx) of the Fund and have no direct or indirect financial
interest in the operation of the Plans adopted by the Funds regarding the
provision of services to the beneficial owners of Shares or in any agreement
related thereto cast in person at a meeting called for the purpose of voting on
such approval.
Section 13: Service Organization agrees to provide general shareholder liaison
services 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 and the Financial Industry Regulatory
Authority ("FINRA"), specifically including but not limited to Rule 22c-1(a)
under the 1940 Act and all requirements to provide specific disclosures to
Clients regarding fees paid under this Agreement. Service Organization will,
upon request, annually certify to compliance with all applicable federal, state
and self-regulatory organization requirements. Service Organization agrees to
promptly advise BII if it receives notice of any of the following: (1) any
Client complaint, litigation initiated or threatened, or communication by a
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regulatory authority which relates to a Fund or to a transaction in Shares by
Service Organization; or (2) any notice of an examination by any regulatory
agency or self-regulatory organization that may or has resulted in a material
compliance deficiency; and Service Organization agrees to promptly provide BII
with such information and documentation thereon as BII may request.
Service Organization has policies and procedures in place in order to comply
with all such requirements, including its 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 Service Organization as a financial institution under the BSA, or
otherwise. Subject to legal restrictions, Service Organization will, upon a
Fund's or BII's request, promptly provide to the Fund or BII evidence of those
policies and procedures and Service Organization's compliance therewith and/or
evidence establishing the identities and sources of funds for each purchase of
Shares. Service Organization agrees to provide BII with such information as it
may reasonably request, including but not limited to the filling out of
questionnaires, attestations and other documents, to enable BII and the Funds to
fulfill their obligations under the PATRIOT Act, and, upon BII's request, to
file a notice pursuant to Section 314 of the PATRIOT Act and the implementing
regulations related thereto to permit the voluntary sharing of information
between Service Organization and BII. Upon filing such a notice Service
Organization agrees to forward a copy to BII, and further agrees to comply with
all requirements under the PATRIOT Act and implementing regulations concerning
the use, disclosure, and security of any information that is shared. To the best
of Service Organization's knowledge none of its customer(s): (i) is a country,
territory, individual entity or organization named on any "watch list" issued by
the Office of Foreign Assets Control ("OFAC"); or (ii) is on any similar list
issued by the government of any jurisdiction in which Service Organization is
doing business; or (iii) is otherwise publicly identified on any similar list of
sanctioned persons issued publicly or directly to Service Organization by a
regulator or other government-affiliated bureau, agency or organization in any
jurisdiction in which we are doing business. Service Organization has
established procedures to identify customer(s) on such lists.
Section 14: Service Organization agrees that any orders transmitted to a Fund or
its agent are subject to the terms and conditions of the Fund's prospectus
(including, without limitation, those provisions regarding the purchase,
exchange and redemption of 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
the Fund in its sole discretion. A Fund's failure to reject any purchase orders
that might be deemed to be inappropriate shall not constitute a waiver of its
rights under this section. Service Organization's handling of orders for
transactions of Shares shall also comply with Service Organization's internal
policies and procedures, which Service Organization believes to be appropriate
and sufficient with regard to the handling of Fund orders on a timely basis and
which Service Organization believes provide adequate controls and procedures to
ensure ongoing compliance with all applicable federal and state securities laws,
the rules and regulations of applicable regulatory agencies or authorities and
the Fund's prospectus. Service Organization shall monitor all Client accounts
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 the Fund of any such activity
that Service Organization identifies.
covered in a 22c-2 Agreement
Section 15: This Agreement may be amended by BII at any time upon written notice
to the Service Organization (same comment here are in other agreements), and the
Service Organization's placing of a transaction regarding Shares of a Fund after
notice of such amendment
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has been sent shall constitute the Service Organization's agreement to such
amendment. Any change or waiver to this Agreement or any term thereof desired by
Service Organization shall be executed in writing and signed by both BII and
Service Organization.
Section 16: BII and the Funds shall have full authority to take such action as
they may deem advisable in respect of all matters pertaining to the continuous
offering of the Shares. In no way shall the provisions of this Agreement limit
the authority of BII or the Funds to take such lawful action as they may deem
appropriate or advisable in connection with all matters relating to the
operation of the Funds and the sale of the Shares. BII and the Funds shall be
under no liability to Service Organization or its Clients except for lack of
good faith and for obligations expressly assumed by BII and the Funds herein.
Nothing contained in this paragraph is intended to operate as, and the
provisions of this paragraph shall not in any way whatsoever constitute, a
waiver by Service Organization of compliance with any provision of the
Securities Act of 1933, as amended, or of the rules and regulations of the SEC
issued thereunder.
Section 17: This 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
with regard to the Funds 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 previously advised by Xxxxxxx Xxxxx
Investment Managers or one of its affiliates.
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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
day and year written below.
BLACKROCK INVESTMENTS, INC.
By:
Service Organization Name (please print or type) (Authorized Officer)
Address Signature
City State Zip Code Title
By:
(Please Print or Type)
Date
Signature
Title
Date
Date:___________________
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Appendix A
BLACKROCK
Appendix A to
Investor Distribution and Service Agreement
FEE SCHEDULE
Pursuant to the terms and conditions set forth in the attached Investor
Distribution and Service Agreement (the "Agreement"), Service Organization
agrees to provide the services described in Section 1 and Section 2 of the
Agreement for a Fund as follows:
Yes No
General Shareholder Liaison Services |_| |_|
Distribution and Sales Support Services |_| |_|
Pursuant to the terms and conditions set forth in the Agreement (including
Section 3 thereof), Service Organization will accept as full payment for the
services provided by it as specified above a Distribution and Sales Support Fee
and/or a Service Fee for General Shareholder Liaison Services (sometimes also
called an Account Maintenance Fee) (calculated daily and payable monthly) for
all Funds except those listed below as follows:
Yes No
General Shareholder Liaison Services
Distribution and Sales Support Services
Pursuant to the terms and conditions set forth in the Agreement (including
Section 3 thereof), Service Organization will accept as full payment for the
services provided by it as specified above a Distribution and Sales Support Fee
and/or a Service Fee for General Shareholder Liaison Services (sometimes also
called an Account Maintenance Fee) (calculated daily and payable monthly) for
all Funds except those listed below as follows:
Service Fee for General Shareholder Liaison Services (or Account Maintenance
Fee) for Investor A, Investor B, Investor B1, Investor C, Investor C1 and R
Shares 0.25%
Service Fee for General Shareholder Liaison Services (or Account Maintenance
Fee) for Investor A1, Investor B2 and Investor C2 Shares 0.10%
Distribution and Sales Support Fee for Investor C Shares 0.75%
Distribution and Sales Support Fee for Investor C1 Shares 0.55%
Distribution and Sales Support Fee for Investor C2 Shares 0.30%
Distribution and Sales Support Fee for R Shares 0.25%
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Pursuant to the terms and conditions set forth in the Agreement (including
Section 3 thereof), Service Organization will accept as full payment for the
services provided by it as specified above a Distribution and Sales Support Fee
and/or a Service Fee for General Shareholder Liaison Services (sometimes also
called an Account Maintenance Fee) (calculated daily and payable monthly). Fees
for the Funds listed below, differ from the standard fees listed above as
follows:
Service Fee Distribution and Sale
(Account Maintenance Support Fee
Fee)
BlackRock Total Return Fund Investor B2 - .25% Investor C2 - 0
Investor C2 - .25%
BlackRock California Insured Municipal Bond Fund Investor C1 - .35%
BlackRock Florida Municipal Bond Fund Investor C1 - .35%
BlackRock Index Equity Portfolio Investor A - .15%
Investor B - .15%
Investor C - .15%
BlackRock Intermediate Municipal Investor B - .20%
Fund
BlackRock Intermediate Term Fund Investor C2 - .25% Investor C2 - 0
BlackRock Low Duration Bond Portfolio Investor B2 - .05%
BlackRock New Jersey Municipal Bond Fund Investor C1 - .35%
BlackRock New York Municipal Bond Fund Investor C1 - .35%
BlackRock Pennsylvania Municipal Bond Fund Investor C1 - .35%
BlackRock Short-Term Bond Fund Investor C1 - .45%
BlackRock Short-Term Municipal Investor B - .15%
Fund
BlackRock Summit Cash Reserves Investor A - 0 Investor C - 0
Fund Investor B - 0
Investor C - 0
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Except as otherwise agreed by the parties, the foregoing fees will accrue and be
payable on each Share beneficially owned by a Client for periods beginning on
and after the following dates:
Investor A Investor B Investor C,
and A1 B1 and B2 C1 and C2
R Shares Shares Shares Shares
Service Fee for General On the On the On the One year
Shareholder Liaison Settlement Settlement Settlement After
Services (sometimes Date Date Date Settlement Date
referred to as an
Account Maintenance Fee)
Distribution and On the One year after
Sales Support Fee Settlement Date N/A N/A Settlement Date
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