TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of _______, ____ by and between PFPC
INC., a Massachusetts corporation ("PFPC"), and The BlackRock 2012 Term
Trust, a Delaware business trust (the "Trust).
W I T N E S S E T H:
WHEREAS, the Trust is registered as an closed-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trust wishes to retain PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Trust and any
other person duly authorized by the Trust's Board of
Trustees to give Oral Instructions and Written Instructions
on behalf of the Trust. An Authorized Person's scope of
authority may be limited by setting forth such limitation in
a written document signed by both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control
(not including transactions between wholly-owned direct or
indirect subsidiaries of a common parent) of 25% or more of
the beneficial ownership of the shares of common stock or
shares of beneficial interest of an entity or its
parents(s).
(f) "Oral Instructions" mean oral instructions received by PFPC
from an Authorized Person or from a person reasonably
believed by PFPC to be an Authorized Person. PFPC may, in
its sole discretion in each separate instance, consider and
rely upon instructions it receives from an Authorized Person
via electronic mail as Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940
Act and the CEA.
(i) "Shares" mean the shares of beneficial interest of any
series or class of the Trust.
(j) "Written Instructions" mean (i) written instructions signed
by an Authorized Person and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by means of
an electronic transaction reporting system access to which
requires use of a password or other authorized identifier.
The instructions may be delivered by hand, mail, tested
telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Trust hereby appoints PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder
servicing agent to the Trust in accordance with the terms set forth
in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. DELIVERY OF DOCUMENTS. The Trust has provided or, where applicable,
will provide PFPC with the following:
(a) At PFPC's request, certified or authenticated copies of the
resolutions of the Trust's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services to
the Trust and approving this Agreement;
(b) A copy of the Trust's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to the Trust;
(d) A copy of the distribution/underwriting agreement with
respect to the Trust;
(e) Copies of any shareholder servicing plans and agreements
made in respect of the Trust;
(f) A copy of the Trust's organizational documents, as filed
with the state in which the Trust is organized; and
(g) Copies (certified or authenticated where applicable) of any
and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply
with all applicable requirements of the Securities Laws and any
laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by PFPC
hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Trust or any other
entity.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person
(or from a person reasonably believed by PFPC to be an
Authorized Person) pursuant to this Agreement. PFPC may
assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the
provisions of organizational documents or this Agreement or
of any vote, resolution or proceeding of the Trust's Board
of Trustees or of the Trust's shareholders, unless and until
PFPC receives Written Instructions to the contrary.
(c) The Trust agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the
Written Instructions by the close of business on the same
day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by
PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions or PFPC's
ability to rely upon such Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to
have been received from an Authorized Person, PFPC shall
incur no liability to the Trust in acting upon such Oral
Instructions or Written Instructions provided that PFPC's
actions comply with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or
advice, including Oral Instructions or Written Instructions,
from the Trust.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should
not take, PFPC may request advice from counsel of its own
choosing (who may be counsel for the Trust, the Trust's
investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions or advice or Oral Instructions or Written
Instructions PFPC receives from the Trust, and the advice it
receives from counsel, PFPC may rely upon and follow the
advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it
takes or does not take in reliance upon directions or advice
or Oral Instructions or Written Instructions it receives
from the Trust or from counsel and which PFPC believes, in
good faith, to be consistent with those directions or advice
or Oral Instructions or Written Instructions. Nothing in
this section shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions or advice
or Oral Instructions or Written Instructions, or (ii) to act
in accordance with such directions or advice or Oral
Instructions or Written Instructions unless, under the terms
of other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking such
action.
7. RECORDS; VISITS. The books and records pertaining to the Trust,
which are in the possession or under the control of PFPC, shall be
the property of the Trust. Such books and records shall be prepared
and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Trust and Authorized
Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of
the Trust, copies of any such books and records shall be provided
by PFPC to the Trust or to an Authorized Person, at the Trust's
expense.
8. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential
Information"). Confidential Information shall include (a) any data
or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finances,
operations, customer relationships, customer profiles, customer
lists, sales estimates, business plans, and internal performance
results relating to the past, present or future business activities
of the Trust or PFPC, their respective subsidiaries and affiliated
companies and the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the Trust
or PFPC a competitive advantage over its competitors; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, and trade secrets, whether
or not patentable or copyrightable; and (d) anything designated as
confidential. Notwithstanding the foregoing, information shall not
be subject to such confidentiality obligations if it: (a) is
already known to the receiving party at the time it is obtained;
(b) is or becomes publicly known or available through no wrongful
act of the receiving party; (c) is rightfully received from a third
party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) is released by the protected
party to a third party without restriction; (e) is required to be
disclosed by the receiving party pursuant to a requirement of a
court order, subpoena, governmental or regulatory agency or law
(provided the receiving party will provide the other party written
notice of such requirement, to the extent such notice is
permitted); (f) is relevant to the defense of any claim or cause of
action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Trust's
independent public accountants and shall take all reasonable
actions in the performance of its obligations under this Agreement
to ensure that the necessary information is made available to such
accountants for the expression of their opinion, as required by the
Trust.
10. PFPC SYSTEM. PFPC shall retain title to and ownership of any and
all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts,
expertise, patents, copyrights, trade secrets, and other related
legal rights utilized by PFPC in connection with the services
provided by PFPC to the Trust.
11. DISASTER RECOVERY. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making
reasonable provisions for emergency use of electronic data
processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no
additional expense to the Trust, take reasonable steps to minimize
service interruptions. PFPC shall have no liability with respect to
the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's
own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or obligations under this Agreement.
12. COMPENSATION. As compensation for services rendered by PFPC during
the term of this Agreement, the Trust will pay to PFPC a fee or
fees as may be agreed to from time to time in writing by the Trust
and PFPC. The Trust acknowledges that PFPC may receive float
benefits and/or investment earnings in connection with maintaining
certain accounts required to provide services under this Agreement.
13. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless
PFPC and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities arising under the
Securities Laws and any state and foreign securities and blue sky
laws) arising directly or indirectly from any action or omission to
act which PFPC takes in connection with the provision of services
to the Trust. Neither PFPC, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement, provided that in
the absence of a finding to the contrary the acceptance, processing
and/or negotiation of a fraudulent payment for the purchase of
Shares shall be presumed not to have been the result of PFPC's or
its affiliates own willful misfeasance, bad faith, gross negligence
or reckless disregard of such duties and obligations.
14. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on
behalf of the Trust except as specifically set forth herein
or as may be specifically agreed to by PFPC and the Trust in
a written amendment hereto. PFPC shall be obligated to
exercise care and diligence in the performance of its duties
hereunder and to act in good faith in performing services
provided for under this Agreement. PFPC shall be liable only
for any damages arising out of PFPC's failure to perform its
duties under this Agreement to the extent such damages arise
out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC shall not be
liable for losses beyond its control, including without
limitation (subject to Section 11), delays or errors or loss
of data occurring by reason of circumstances beyond PFPC's
control, provided that PFPC has acted in accordance with the
standard set forth in Section 14(a) above; and (ii) PFPC
shall not be under any duty or obligation to inquire into
and shall not be liable for the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, and which
PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary,
(i) neither PFPC nor its affiliates shall be liable for any
consequential, special or indirect losses or damages,
whether or not the likelihood of such losses or damages was
known by PFPC or its affiliates and (ii) PFPC's cumulative
liability to the Trust for all losses, claims, suits,
controversies, breaches or damages for any cause whatsoever
(including but not limited to those arising out of or
related to this Agreement) and regardless of the form of
action or legal theory shall not exceed the lesser of
$100,000 or the fees received by PFPC for services provided
hereunder during the 12 months immediately prior to the date
of such loss or damage.
(d) No party may assert a cause of action against PFPC or any of
its affiliates that allegedly occurred more than 12 months
immediately prior to the filing of the suit (or, if
applicable, commencement of arbitration proceedings)
alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which
the other party may become responsible.
15. DESCRIPTION OF SERVICES.
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Maintain shareholder registrations;
(ii) Review new applications and correspond with
shareholders to complete or correct information;
(iii) Direct payment processing of checks or wires;
(iv) Prepare and certify stockholder lists in conjunction
with proxy solicitations;
(v) Prepare and mail to shareholders confirmation of
activity;
(vi) Provide toll-free lines for direct shareholder use,
plus customer liaison staff for on-line inquiry
response;
(vii) Mail duplicate confirmations to broker-dealers of
their clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(viii) Provide periodic shareholder lists and statistics to
the Trust;
(ix) Provide detailed data for underwriter/broker
confirmations;
(x) Prepare periodic mailing of year-end tax and
statement information;
(xi) Notify on a timely basis the investment advisor,
accounting agent, and custodian of trust activity;
and
(xii) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
Instructions.
(i) Accept and post daily Share purchases and
redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(c) Purchase of Shares. PFPC shall issue and credit an account
of an investor, in the manner described in the Trust's
prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder
account; and
(iii) Confirmation of receipt or crediting of Trusts for
such order to the Trust's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
function is properly authorized by the certificate of
incorporation or resolution of the Trust's Board of
Trustees. Shares shall be redeemed and payment therefor
shall be made in accordance with the Trust's prospectus,
when the recordholder tenders Shares in proper form and
directs the method of redemption. If Shares are received in
proper form, Shares shall be redeemed before the Trusts are
provided to PFPC from the Trust's custodian (the
"Custodian"). If the recordholder has not directed that
redemption proceeds be wired, when the Custodian provides
PFPC with funds, the redemption check shall be sent to and
made payable to the recordholder, unless:
(i) the surrendered certificate is drawn to the order of
an assignee or holder and transfer authorization is
signed by the recordholder; or
(ii) transfer authorizations are signed by the
recordholder when Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired
by a customer, and the Custodian provides PFPC with Trusts,
PFPC shall prepare and send the redemption check to the
broker-dealer and made payable to the broker-dealer on
behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of
the Trust's Board of Trustees authorizing the declaration
and payment of dividends and distributions, PFPC shall issue
dividends and distributions declared by the Trust in Shares,
or, upon shareholder election, pay such dividends and
distributions in cash, if provided for in the Trust's
prospectus. Such issuance or payment, as well as payments
upon redemption as described above, shall be made after
deduction and payment of the required amount of funds to be
withheld in accordance with any applicable tax laws or other
laws, rules or regulations. PFPC shall mail to the Trust's
shareholders such tax forms and other information, or
permissible substitute notice, relating to dividends and
distributions paid by the Trust as are required to be filed
and mailed by applicable law, rule or regulation. PFPC shall
prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Trust to its
shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus,
for issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders,
checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus,
for a shareholder's:
- Exchange of Shares for shares of another Trust
with which the Trust has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a automatic
redemption plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written
Instructions, PFPC shall mail all communications by the
Trust to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Trust shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards
for the meetings of the Trust's shareholders.
(h) Records. PFPC shall maintain records of the accounts for
each shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class
of Shares for which certificates, if any, have been
issued, including certificate numbers and
denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions
paid and the date and price for all transactions on a
shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform
any calculations required by this Agreement.
(i) Shareholder Inspection of Stock Records. Upon a request from
any Trust shareholder to inspect stock records, PFPC will
notify the Trust and the Trust will issue instructions
granting or denying each such request. Unless PFPC has acted
contrary to the Trust's instructions, the Trust agrees to
and does hereby release PFPC from any liability for refusal
of permission for a particular shareholder to inspect the
Trust's stock records.
(j) Withdrawal of Shares and Cancellation of Certificates. Upon
receipt of Written Instructions, PFPC shall cancel
outstanding certificates surrendered by the Trust to reduce
the total amount of outstanding shares by the number of
shares surrendered by the Trust.
(k) Lost Shareholders. PFPC shall perform such services as are
required in order to comply with Rules 17a-24 and 17Ad-17 of
the 1934 Act (the "Lost Shareholder Rules"), including, but
not limited to, those set forth below. PFPC may, in its sole
discretion, use the services of a third party to perform
some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to
comply with the Lost Shareholder Rules; and
(iv) preparation and submission of data required under the
Lost Shareholder Rules.
Except as set forth above, PFPC shall have no responsibility
for any escheatment services.
(l) Print Mail. In addition to performing the foregoing
services, the Trust hereby engages PFPC as its print/mail
service provider with respect to those items identified in
the Compensation Schedule.
16. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Trust or by PFPC on sixty (60) days' prior
written notice to the other party. In the event the Trust gives
notice of termination, all expenses associated with movement (or
duplication) of records and materials and conversion thereof to a
successor transfer agent or other service provider, and all
trailing expenses incurred by PFPC, will be borne by the Trust.
17. CHANGE OF CONTROL. Notwithstanding any other provision of this
Agreement, in the event of an agreement to enter into a transaction
that would result in a Change of Control of the Trust's adviser or
sponsor, the Trust's ability to terminate the Agreement pursuant to
Section 16 will be suspended from the time of such agreement until
two years after the Change of Control.
18. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if
to the Trust, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: ___________ or (c) if to neither of the foregoing, at
such other address as shall have been given by like notice to the
sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If
notice is sent by messenger, it shall be deemed to have been given
on the day it is delivered.
19. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against
whom enforcement of such change or waiver is sought.
20. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its
duties hereunder to any majority-owned direct or indirect
subsidiary of PFPC or of The PNC Financial Services Group, Inc.,
provided that PFPC gives the Trust 30 days prior written notice of
such assignment or delegation.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
23. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties and
supersedes all prior agreements and understandings relating
to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if
any, with respect to delegated duties.
(b) No Changes that Materially Affect Obligations.
Notwithstanding anything in this Agreement to the contrary,
the Trust agrees not to make any modifications to its
registration statement or adopt any policies which would
affect materially the obligations or responsibilities of
PFPC hereunder without the prior written approval of PFPC,
which approval shall not be unreasonably withheld or
delayed.
(c) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(d) Governing Law. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(e) Partial Invalidity. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.
(f) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly
provided in this Agreement, PFPC hereby disclaims all
representations and warranties, express or implied, made to
the Trust or any other person, including, without
limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or
otherwise (irrespective of any course of dealing, custom or
usage of trade), of any services or any goods provided
incidental to services provided under this Agreement. PFPC
disclaims any warranty of title or non-infringement except
as otherwise set forth in this Agreement.
(h) Facsimile Signatures. The facsimile signature of any party
to this Agreement shall constitute the valid and binding
execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
PFPC INC.
By:
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Title:
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THE BLACKROCK 2012 TERM TRUST
By:
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Title:
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