Exhibit 8(a)
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this day of , 2006 by and
between PFPC INC., a Massachusetts corporation ("PFPC"), and BLACKROCK ,
a (the "Fund")
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to [the
Fund] [its investment portfolios listed on Exhibit A attached hereto and made a
part hereof, as such Exhibit A may be amended from time to time (each a
"Portfolio")], and PFPC wishes to furnish such services as more fully described
herein.
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 Fund and any other person
duly authorized by the Fund to give Oral Instructions or Written
Instructions on behalf of the Fund. 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) "Oral Instructions" means oral instructions addressed to PFPC and received
by PFPC
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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.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
(h) "Shares" means the shares of beneficial interest of any series or class of
the Fund.
(i) "Written Instructions" means (i) written instructions signed by an
Authorized Person (or a person reasonably believed by PFPC to be an
Authorized Person) and addressed to and received by PFPC or (ii) trade
instructions transmitted to and received by PFPC by means of an electronic
transaction reporting system which requires use of a password or other
authorized identifier in order to gain access. Written instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. Compliance with Laws. In performing its duties as described herein, PFPC will
(i) act in a manner not inconsistent with the Fund's most recent Prospectuses
and Statements of Additional Information and all amendments and supplements
thereto (as presently in effect and as from time to time amended and
supplemented) and resolutions of the Fund's Board of Trustees of which PFPC is
informed by the Fund and (ii) will comply with all applicable requirements of
the Securities Laws and of any other laws, rules and regulations of governmental
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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 compliance by the Fund or any other entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
(b) PFPC shall be entitled to reasonably rely upon any Oral Instruction or
Written Instruction it receives pursuant to this Agreement.
(c) The Fund 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.
5. Right to Receive Advice.
(a) Advice of the Fund. 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 or on behalf of the Fund.
(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 at its own cost from counsel of its own choosing (who may be
counsel for the Fund, the Fund'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
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Instructions or Written Instructions PFPC receives from or on behalf of
the Fund, and the advice it receives from counsel pursuant to Section
5(b), PFPC may rely upon and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and without
liability for any action PFPC takes or does not take in reasonable
reliance upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of the Fund or from counsel
pursuant to paragraph (b) of this Section 5 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 5 shall be
construed so as to impose an obligation upon PFPC to seek such directions
or advice or Oral Instructions or Written Instructions.
6. Books and Records. The books and records pertaining to the Fund, which are in
the possession or under the control of PFPC, shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws, rules and regulations. Such books and
records shall, to the extent practicable, be maintained separately for each
Portfolio of the Fund. The Fund, Authorized Persons and the Fund's authorized
representatives shall have access to such books and records at all times during
PFPC's normal business hours. Upon the reasonable request of the Fund, copies of
any such books and records shall be provided by PFPC to the Fund or to an
authorized representative of the Fund, at the Fund's expense.
7. Confidentiality.
(a) Each party shall keep confidential any information relating to the other
party's business ("Confidential Information") and neither party shall use
the other party's Confidential
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Information for any purpose other than in connection with the performance
of this Agreement. Confidential Information shall include:
(i) 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 Fund or PFPC;
(ii) 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 Fund or PFPC a
competitive advantage over its competitors;
(iii) 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
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be subject to the
foregoing obligations set forth in this Section 7 if:
(i) it was already known to the receiving party at the time it was
obtained;
(ii) it is or becomes publicly known or available through no wrongful act
of the receiving party;
(iii) it was rightfully received from a third party who. to the best of
the receiving party's knowledge, was not under a duty of
confidentiality;
(iv) it is released by the protected party to a third party without
restriction;
(v) it 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);
(i) release of such information by PFPC is necessary in connection with
the provision of services under this Agreement;
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(ii) it is relevant to the defense of any claim or cause of action
asserted against the receiving party; or
(viii) it has been or is independently developed or obtained by the
receiving party.
8. Cooperation with Accountants. PFPC shall cooperate with the Fund'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 reasonably required by the Fund from time to time.
9. 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 Fund. Notwithstanding the foregoing, the parties
acknowledge that the Fund shall retain all ownership rights in Fund data which
resides on the PFPC System.
10. 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 Fund, 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,
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. Compensation. As compensation for services rendered by PFPC during the tern
of this
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Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to in
writing from time to time by the Fund and PFPC. The Fund acknowledges that PFPC
may receive float benefits and/or investment earnings in connection with
maintaining certain accounts required to provide services under this Agreement.
12. Indemnification.
(a) The Fund agrees to indemnify, defend and hold harmless PFPC and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable 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 taken or omitted by or on
behalf of PFPC in connection with the provision of services to the Fund,
provided that in each case in which indemnification is sought PFPC has not
acted contrary to the standard of care set forth in Section 13(a) of this
Agreement. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability to the Fund or its shareholders (or any expenses
incident to such liability) arising out of PFPC's or its affiliates' own
willful misfeasance, bad faith, negligence or breach of this Agreement on
its part in the performance of its duties 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, negligence or breach of
this Agreement. The obligations of each Portfolio under this Section 12(a)
shaI1 be the several (and not joint or joint and several) obligation of
each Portfolio.
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(b) PFPC agrees to indemnify, defend and hold harmless the Fund and its
affiliates, including their respective officers, directors and employees,
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorney's fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly out of PFPC's willful misfeasance, bad faith, negligence or
breach of this Agreement on its part in the performance of PFPC's duties
under this Agreement.
(c) The provisions of this Section 12 shall survive termination of this
Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed
to by PFPC in writing. PFPC shall be obligated to exercise reasonable 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 not be liable for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith, negligence or breach of this Agreement on
PFPC's part in the performance of its duties under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall
not be responsible or liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by reason of
circumstances beyond its reasonable control, including without limitation
acts of God; action or inaction of civil or military authority; public
enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor
disputes; civil commotion; interruption, loss or malfunction of utilities,
transportation, computer or
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communications capabilities; insurrection; elements of nature; or
non-performance by a third party; (ii) PFPC shall be responsible (pursuant
to the standard of care set forth in Section 13(a) of this Agreement) for
the accuracy of files containing monthly statement information or other
information (if any) that PFPC is required to produce and provide
electronically to the Fund pursuant to this Agreement, but in no event
shall PFPC be responsible or liable for the accuracy or inaccuracy of any
subsequent indexing and presentation by any entity other than PFPC of such
monthly statement information or other information or for any subsequent
data integrity errors in such monthly statement information or other
information; and (iii) subject to Section 13(a) of this Agreement, PFPC
shall not be under any duty or obligation to inquire into and shall not be
liable for the validity or invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, of any instruction, direction,
notice or instrument believed by PFPC to be genuine.
(a) Notwithstanding anything in this Agreement to the contrary, 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.
(b) The provisions of this Section 13 shall survive termination of this
Agreement.
14. Description of Services.
(a) Services Provided on an Ongoing Basis. If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to complete
or correct
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information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(vi) Prepare and mail to shareholders confirmation of activity;
(vii) Calculate front-end sales charges and deferred sales charges
payable in connection with the purchase of Series A Investor Class
Shares and Series B Investor Class Shares, respectively, and
provide for the payment of all such sales charges to or on behalf
of the Fund's distributor (unless otherwise instructed by the Fund
or the Fund's distributor);
(viii) Provide toll-free lines for direct shareholder use, plus customer
liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with PFPC;
(x) Provide periodic shareholder lists and statistics to the Fund;
(xi) Provide detailed data for underwriter/broker confirmations in
accordance with such procedures as may be agreed between the Fund
and PFPC;
(xii) Notify on a timely basis the investment adviser, accounting agent,
and custodian of fund activity;
(xiii) Perform other participating broker-dealer shareholder services as
agreed upon from time to time;
(xiv) Accept and post daily Share purchases and redemptions;
(xv) Accept, post and perform shareholder transfers and exchanges;
(xvi) Upon reasonable request, furnish monthly reports of transactions in
Fund Shares reflecting such information as agreed between the Fund
and PFPC from time to time.
(b) Purchase of Shares. PFPC shall issue and credit an account of an investor,
in the manner described in the Portfolio's prospectus, once it receives:
(i) A purchase order in completed proper form;
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(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order to the
Portfolio's custodian.
(c) Redemption of Shares. PFPC shall process requests to redeem Shares as
follows:
(j) All requests to transfer or redeem Shares and payment therefor
shall be made in accordance with the Portfolio's prospectus, when
the shareholder tenders Shares in proper form, accompanied by such
documents as PFPC reasonably may deem necessary.
(ii) PFPC reserves the right to refuse to transfer or redeem Shares
until it is reasonably satisfied that the endorsement on the
instructions is valid and genuine and that the requested transfer
or redemption is legally authorized, and it shall incur no
liability for the reasonable refusal, in good faith, to process
transfers or redemptions which PFPC, in its good judgment, deems
improper or unauthorized, or until it is reasonably satisfied that
there is no basis to any claims adverse to such transfer or
redemption.
(iii) When Shares are redeemed, PFPC shall deliver to the Portfolio's
custodian (the "Custodian") and the Fund or its designee a
notification setting forth the number of Shares redeemed. Such
redeemed Shares shall be reflected on appropriate accounts
maintained by PFPC reflecting outstanding Shares of the Fund and
Shares attributed to individual accounts.
(iv) PFPC shall, upon receipt of the monies provided to it by the
Custodian for the redemption of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
established from time to time between PFPC and
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the Fund.
(v) When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the redemption check to the broker-dealer and made
payable to the broker-dealer on behalf of its customer, unless
otherwise instructed in writing by the broker-dealer.
(vi) PFPC shall not process or effect any redemption requests with
respect to Shares after receipt by PFPC or its agent of
notification of the suspension of the determination of the net
asset value of the applicable Portfolio.
(d) Dividends and Distributions. Upon receipt of a resolution of the Fund's
Board of Trustees authorizing the declaration and payment of dividends and
distributions, PFPC shall pay such dividends and distributions in cash.
Such 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 Fund's shareholders such tax
forms and other information, or permissible substitute notice, relating to
dividends and distributions paid by the Fund 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
Fund to its shareholders as required by tax or other law, rule or
regulation.
(e) Shareholder Account Services.
(1) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for issuance of
Shares obtained though:
- Any pre-authorized check plan; and
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- Direct purchases through broker wire orders: checks and
applications.
(ii) PFPC may arrange, in accordance with the Portfolio's prospectus and
such procedures and controls as are mutually agreed upon from time
to time among the Fund, PFPC and the Custodian for a shareholder's:
- Exchange of Shares for shares of another Fund with which the
Fund has exchange privileges;
- Automatic redemption from an account where that shareholder
participates in an automatic redemption plan; and/or
- Redemption of Shares from an account with a checkwriting
privilege.
(f) 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: (a) information relating to dividends and distributions
paid, (b) the date and price for all transactions relating to a
shareholder's account, and (c) information necessary to calculate,
in accordance with the Fund's registration statement, the
appropriate contingent deferred sales charge ("CDSC") payable with
respect to Series B Investor Class Shares;
(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.
With respect to shareholder accounts maintained on the OEP System, PFPC
shall maintain sub-accounts for each shareholder requesting such services
in connection with Shares held by such shareholder in separate accounts on
the OEP System. Each such subaccount shall contain the same information as
that described above for accounts.
(g) Shareholder Inspection of Stock Records. PFPC will, upon request from a
Portfolio
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shareholder to inspect stock records, notify the Fund and the Fund will
issue instructions granting or denying each such request. Unless PFPC has
acted contrary to Fund instructions, the Fund agrees to and does hereby
release PFPC from any liability for reasonable refusal of permission for a
particular shareholder to inspect the Fund's stock records.
(h) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
Written Instructions, PFPC shall cancel outstanding certificates
surrendered by the Fund to reduce the total amount of outstanding shares
by the number of shares surrendered by the Fund.
(i) Lost Shareholders. The following lost shareholder services shall not apply
with respect to NSCC networked accounts. PFPC shall perform such services as are
required in order to comply with rule 17Ad-17 of the 1934 Act (the "Lost
Securityholder Rule"), 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 Securityholder Rule; and
(iv) preparation and submission of data required under the Lost
Securityholder Rule. Except as set forth above, PFPC shall have no
responsibility for any escheatment services.
(i) Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy
solicitation service provider with respect to those items and for such
fees as agreed to from time to time in writing by the Fund and PFPC. If so
agreed from time to time in writing by the
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Fund and PFPC, such services may include mailing proxy statements and
proxy cards to shareholders.
(k) IMPRESSNet(R) Services. PFPC shall provide to the Fund the services
specified in Exhibit B attached hereto and made a part hereof, subject to
and in accordance with the terms set forth in such Exhibit B, as such
Exhibit B may be amended from time to time.
(1) Anti-Money Laundering. The following anti-money laundering services do not
apply with respect to NSCC networked accounts. PFPC shall perform
reasonable actions necessary for the Fund to be in compliance with United
States federal anti-money laundering ("AML") laws applicable to investor
activity, including the Bank Secrecy Act and the USA PATRIOT Act of 2001.
In this regard, PFPC shall: (A) establish and implement written policies,
procedures and internal controls reasonably designed to prevent the Fund
from being used to launder money or finance terrorist activities; (B)
provide for independent testing, by an employee who is not responsible for
the operation of PFPC's AML program or by an outside party, for compliance
with PFPC's established AML policies and procedures; (C) designate a
person or persons responsible for implementing and monitoring the
operation and internal controls of PFPC's AML program; and (D) provide
ongoing training of PFPC personnel relating to the prevention of
money-laundering activities. PFPC shall provide to the Fund: (X) a copy of
PFPC's written AML policies and procedures (it being understood such
information is to be considered confidential and treated as such and
afforded all protections provided to confidential information under this
Agreement); (Y) at the option of PFPC, a copy of a written assessment or
report prepared by the party performing the independent testing for
compliance, or a summary thereof, or a certification that the findings of
the independent
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party are satisfactory; and (Z) a summary of the AML training provided
for appropriate PFPC personnel. PFPC agrees to permit inspections relating
to PFPC's AML program by United States federal departments or regulatory
agencies with appropriate jurisdiction and to make available to examiners
from such departments or regulatory agencies such information and records
relating to PFPC's AML program as such examiners shall reasonably request.
(m) Regulatory Requests. PFPC will provide information and documentation
relating to the Fund or other assistance relating to such information and
documentation as the Fund may reasonably request to help the Fund respond
to any government or regulatory request, including but not limited to a
subpoena or request for information, provided, however, that if responding
to such a request would cause an undue burden on PFPC or would cause PFPC
to bear undue expense, PFPC at its option may decline such request or
shall be entitled to such fees or reimbursement of expenses as agreed to
by the Fund and PFPC.
(n) Fund Information Requests. PFPC will provide such information relating to
the Fund as the Fund may reasonably request in connection with the
services provided by PFPC to the Fund pursuant to this Agreement,
provided, however, that if responding to such a request would cause an
undue burden on PFPC or would cause PFPC to bear undue expense, PFPC at
its option may decline such request or shall be entitled to such fees or
reimbursement of expenses as agreed to by the Fund and PFPC.
(o) Other Services. PFPC will provide such additional services to the Fund
pursuant to this Agreement as shall be agreed in writing between the Fund
and PFPC from time to time.
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15. Duration and Termination. This Agreement shall continue in effect for a term
of three years commencing as of the date hereof, and at the end of such
three-year period shall automatically continue for successive one year terms,
provided, that the Fund's Board of Trustees ("Board") shall review this
Agreement from time to time and at least annually in reference to the terms and
conditions specifically set forth below in clauses (a)(i) to (a)(iii) of this
Section 15. Notwithstanding the above, this Agreement may be terminated:
(a) during the first three years, without the payment of any penalty for
such termination:
(i) by the Fund, on ninety (90) days prior written notice, as may
be required by and consistent with the Board's fiduciary
obligations under the 1940 Act in connection with any annual
review; however, in connection with such review of this
Agreement by the Board, the Board acknowledges the fees to be
received by PFPC hereunder are fair and reasonable for a
three-year term; or
(ii) by the Fund, on sixty (60) days prior written notice, if PFPC
is in material breach of this Agreement and PFPC has not
remedied such breach within such sixty (60) day period; or
(iii) by the Fund, on sixty (60) days prior written notice, if PFPC:
(1) enters into a transaction that would result in a change
of control of greater than 50% of the beneficial
ownership of the shares of beneficial interest of PFPC,
other than any such change of control where the Board
determines the successor entity has similar
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financial standing and ability to provide services
hereunder as PFPC; or
(2) files a petition for bankruptcy, or another comparable
filing by PFPC has occurred; or
(3) has a materially impaired financial condition; or
(4) has a significant regulatory problem or is the subject
of a significant regulatory investigation; and
in the case of subsections (1) through (4) above, the Board
determines in the exercise of its fiduciary obligations under
the 1940 Act that such event materially impairs PFPC's ability
to perform its duties under this Agreement; or
(iv) by PFPC, on one hundred fifty (150) days prior written
notice, if the Fund is in material breach of the Agreement;
and
(b) at any time after the first three years, without the payment of any
penalty, on ninety (90) days prior written notice by the Fund or on
one hundred fifty (150) days prior written notice by PFPC.
In the event of termination by the Fund pursuant to Sections 15(a)(i) or
(b) or by PFPC after a material breach of this Agreement by the Fund, all
expenses (which shall not be deemed a penalty) associated with movement
(or duplication) of records and materials, deconversion and conversion to
a successor transfer agent or other service provider incurred by PFPC,
will be borne by the Fund.
During the first three years commencing as of the date hereof, BlackRock
Advisors, Inc.
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will not recommend termination of this Agreement provided such action or
inaction by BlackRock Advisors, Inc. is not contrary to its fiduciary
obligations to the Fund.
16. Notices. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to the Fund, at
BlackRock Bond Allocation Target Shares, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxxxxx, Esq., 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 he 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.
17. Amendments. This Agreement, or any term hereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
18. Assignment. PFPC may assign this Agreement to any affiliate of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC obtains the Fund's
prior written consent to such assignment.
19. 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.
20. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. Registration as a Transfer Agent. PFPC represents that it is currently
registered with
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the appropriate Federal agency for the registration of transfer agents, and that
it will remain so registered for the duration of this Agreement. PFPC agrees
that it will promptly notify the Fund in the event of any material change in its
status as a registered transfer agent. Should PFPC fail to be registered with
the appropriate Federal agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to PFPC, immediately terminate this
Agreement as to any or all Portfolios of the Fund.
22. 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 or otherwise to the contrary, the Fund agrees that no
modifications to its registration statement and no policies which it may
adopt or resolutions which the Board may adopt will 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) Information. The Fund will provide such information and documentation as
PFPC may reasonably request in connection with services provided by PFPC
to the Fund.
(e) Governing Law. This Agreement shall be deemed to be a contract made in
Delaware and
20
governed by Delaware law, without regard to principles of conflicts of
law.
(f) 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. Notwithstanding
the foregoing sentence, if any provision of this Agreement relating
directly or indirectly to the term of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the parties shall
immediately negotiate in good faith in order to agree upon a new provision
which is either (i) economically equivalent to the invalid provision or
(ii) acceptable to the party adversely affected by the invalidity of the
prior provision.
(g) 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.
(h) No Representations or Warranties. Except as expressly provided in this
Agreement. PFPC hereby disclaims all representations and warranties,
express or implied, made to the Fund 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.
(i) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such
party.
(j) Privacy. Each party hereto acknowledges and agrees that, subject to the
reuse and redisclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11,
it shall not disclose the non-public personal information of investors in
the Fund obtained under this Agreement,
21
except as necessary to carry out the services set forth in this Agreement
or as otherwise permitted by law or regulation.
(k) Customer Identification Program Notice. To help the United States
government fight the funding of terrorism and money laundering activities,
United States federal law requires each financial institution to obtain,
verify, and record certain information that identifies each person who
initially opens an account with that financial institution on or after
October 1, 2003. Certain of PFPC's affiliates are financial institutions,
and PFPC may, as a matter of policy, request (or may have already
requested) the Fund's name, address and taxpayer identification number or
other government-issued identification number, and, if such party is a
natural person, that party's date of birth. PFPC may also ask (and may
have already asked) for additional identifying information, and PFPC may
take steps {and may have already taken steps) to verify the authenticity
and accuracy of these data elements.
(l) [Liability of Trustees. etc. Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto acknowledge and agree
that, as provided in Section __ of Article __ of the Declaration of Trust
of the Fund, this Agreement is executed by the Trustees and/or officers of
the Fund, not individually but as such Trustees and/or officers of the
Fund, and the obligations hereunder are not binding upon any of the
Trustees, officers or shareholders individually, but bind only the estate
of the Fund.]
22
23. Customer Identification Program Services.
(a} To help the Fund comply with its Customer Identification Program (which
the Fund is required to have under regulations issued under Section 326 of
the USA PATRIOT Act) PFPC will do the following:
(a) Implement procedures under which new accounts in the Portfolios are
not established unless PFPC has obtained the name, date of birth
(for natural persons only), address and taxpayer identification
number (for United States persons) or taxpayer identification
number, passport number and country of issuance, alien
identification card number and country of issuance or any other
government-issued document evidencing nationality or residence
(collectively, the "Data Elements") for each corresponding
"Customer" (as defined in 31 CFR 103.131).
(i) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or after each
corresponding new account is opened. Methods of verification may
consist of non-documentary methods (for which PFPC may use
unaffiliated information vendors to assist with such verifications)
and documentary methods (as permitted by 31 CFR 103.131), and may
include procedures under which PFPC personnel perform enhanced due
diligence to verify the identities of Customers the identities of
whom were not successfully verified through the first-level (which
will typically be reliance on results obtained from an information
vendor) verification process(es).
23
(ii) Record the Data Elements and maintain records relating to
verification of new Customers consistent with 31 CFR 103.131(b)(3).
(iii) Determine whether any Customer's name appears on a list of known or
suspected terrorists or terrorist organizations designated by the
Department of the Treasury, if any, consistent with 31 CFR
103.131(b)(4).
(iv) Regularly report to the Fund about measures taken under (i)-(iv)
above.
(v) If PFPC provides services by which prospective Customers may
subscribe for shares in the Fund via the Internet or telephone, work
with the Fund to notify prospective Customers, consistent with 31
CFR 103.131(b)(5), about the Fund's Customer Identification Program.
(vi) Annually, or upon the Fund's reasonable request, certify that PFPC
continues to implement its duties set forth under this Section
23{a).
(b) Notwithstanding anything in this Agreement or otherwise to the contrary,
and without expanding the scope of the express language set forth above in
Section 23(a), PFPC need not collect the Data Elements for (or verify)
prospective customers (or accounts) beyond the requirements of relevant
customer identification program regulations (for example, PFPC will not
verify customers opening accounts through NSCC) and PFPC need not perform
any task that need not be performed for the Fund to be in compliance with
relevant customer identification program regulations.
(c) Notwithstanding anything in this Agreement or otherwise to the contrary,
PFPC need not perform any of the steps described above in this Section 23
with respect to persons purchasing Shares via exchange privileges.
24
(d) The Fund shall provide PFPC with the Fund's Anti-Money Laundering Policy
adopted by the Fund's Board of Trustees on September 10, 2004 (as well as
any supplements or amendments thereto) and the Fund's Customer
Identification Program adopted by the Fund's Board of Trustees on
September 10,2004 (as well as any supplements or amendments thereto).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of , 2006.
PFPC INC.
By:___________________________
Title:________________________
BLACKROCK
By:___________________________
Title:________________________
By executing this joinder to this Agreement, BlackRock Advisors, LLC hereby
agrees to be bound by all of the terms, provisions, covenants and obligations
set forth in Section 15 of this Agreement.
BLACKROCK ADVISORS, LLC
By:___________________________
Title:________________________
25
[EXHIBIT A]
[THIS EXHIBIT A. dated as of , 2004, is Exhibit A to that
certain Transfer Agency Agreement dated of even date between PFPC Inc. and
BlackRock _____________.
[PORTFOLlOS]
26
EXHIBIT B
IMPRESSNet(R) SERVICES
1. Definitions. Any term not herein defined in this Exhibit B shall have the
meaning given such term in the Agreement. The following definitions shall apply
to this Exhibit B:
(a) "End-User" means any user authorized by the Fund to access the PFPC
System via IMPRESSNet(R).
(b) "Fund Web Site" means the collection of electronic documents,
electronic files and pages residing on any computer system(s) maintained on
behalf of the Fund, connected to the Internet and accessible by hypertext link
through the World Wide Web to and from IMPRESSNet(R).
(c) "IMPRESSNet(R) Services" means the services identified in Section 2
hereof to be provided by PFPC utilizing the Fund Web Site, the Internet and
certain software, equipment and systems provided by PFPC, telecommunications
carriers and security providers which have been certified by ICSA or a
nationally-recognized audit firm (including but not limited to firewalls and
encryption), whereby Inquires may be performed by accessing IMPRESSNet(R) via
hypertext link from the Fund Web Site.
(d) "Inquiry" means any access to the PFPC System via IMPRESSNet(R)
initiated by an End-User which is not a Transaction.
(e) "Internet" means the communications network comprised of multiple
communications networks linking education, government, industrial and private
computer networks.
(f) "IMPRESSNet(R)" means the collection of electronic documents,
electronic files and pages residing on PFPC's computer system(s) (or those
elements of the computer system of one or more Internet Service Providers
("ISPs") retained by PFPC and necessary for PFPC's services hereunder),
connected to the Internet and accessible by hypertext link from the Fund Web
Site through the World Wide Web, where the Inquiry data fields and related
screens provided by PFPC may be viewed.
(g) "Shareholder" means the record owner or authorized agent of the record
owner of shares of the Fund.
2. PFPC Responsibilities. Subject to the provisions of this Exhibit B,
PFPC shall provide or perform, or shall retain other persons to provide or
perform, the following, at PFPC's expense (unless otherwise provided herein):
27
(a) provide all computers, telecommunications equipment, encryption
technology and other materials and services reasonably necessary to develop and
maintain IMPRESSNet(R) to permit persons to be able to view information about
the Fund and to permit End-Users with appropriate identification and access
codes to perform Inquiries;
(b) process the set up of personal identification numbers ("PIN"), as
described in the IMPRESSNet(R) Product Guide provided to the Fund, which shall
include verification of initial identification numbers issued, reset and
activation of personalized PIN'S and reissue of new PIN's in connection with
lost PIN's;
(e) provide installation services which shall include, review and approval
of the Fund's network requirements, recommending method of establishing (and, as
applicable, cooperate with the Fund to implement and maintain) a hypertext link
between IMPRESSNet(R) and the Fund Web Site and testing the network connectivity
and performance;
(f) establish systems to guide, assist and permit End-Users who access
IMPRESSNet(R) from the Fund Web Site lo electronically perform Inquires;
(g) deliver to the Fund one (1) copy of the PFPC IMPRESSNet(R) Product
Guide, as well as all updates thereto on a timely basis;
(h) deliver a monthly billing report to the Fund, which shall include a
report of Inquiries;
(i) provide a form of encryption that is generally available to the public
in the United States for standard internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable for this
type of information and data) and exercise commercially reasonable efforts to
attempt to maintain the security and integrity of IMPRESSNet(R);
(j) exercise reasonable efforts to maintain all on-screen disclaimers and
copyright, trademark and service xxxx notifications, if any, provided by the
Fund to PFPC in writing from time to time, and all "point and click" features of
IMPRESSNet(R) relating to Shareholder acknowledgment and acceptance of such
disclaimers and notifications;
(k) provide periodic site visitation (hit reports) and other information
regarding End-User activity under this Exhibit B as agreed by PFPC and the Fund
from time to time;
(1) monitor the telephone lines involved in providing IMPRESSNet(R)
Services and inform the Fund promptly of any malfunctions or service
interruptions;
(m) periodically scan PFPC's Internet interfaces and IMPRESSNet(R) for
viruses and promptly remove any such viruses located thereon; and
28
(n) maintenance and support of IMPRESSNet(R), which includes providing
error corrections, minor enhancements and interim upgrades to IMPRESSNet(R)
which are made generally available to IMPRESSNet(R) customers and providing help
desk support to provide assistance to Fund employees with the Fund's use of
IMPRESSNet(R); maintenance and support shall not include (i) access to or use of
any substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by PFPC to IMPRESSNet(R) clients, as determined solely by PFPPC; or
(ii) maintenance of customized features.
Notwithstanding anything in this Exhibit B or the Agreement to the
contrary, the Fund recognizes and acknowledges that (i) a logon I.D. and PIN are
required by End-Users to access PFPC's IMPRESSNet(R) (ii) End-User's Web Browser
and ISP must support Secure Socket Layer (SSL) encryption technology; and (iii)
PFPC will not provide any software for access to the Internet; software must be
acquired from a third-party vendor.
3. Fund Responsibilities. Subject to the provisions of this Exhibit B and the
Agreement, the Fund shall at its expense (unless otherwise provided herein):
(a) provide, or retain other persons to provide, all computers,
telecommunications equipment, encryption technology and other materials,
services, equipment and software reasonably necessary to develop and maintain
the Fund Web Site, including the functionality necessary to maintain the
hypertext links to IMPRESSNet(R);
b) promptly provide PFPC written notice of changes in Fund policies or
procedures requiring changes to the IMPRESSNet(R) services;
(c) work with PFPC to develop Internet marketing materials for End-Users
and forward a copy of appropriate marketing materials to PFPC,
(d) revise and update the applicable prospectus(es) and other pertinent
materials, such as user agreements with End-Users, to include the appropriate
consents, notices and disclosures for IMPRESSNet(R) Services, including
disclaimers and information reasonably requested by PFPC;
(e) maintain all on-screen disclaimers and copyright, trademark and
service xxxx notifications, if any, provided by PFPC to the Fund in writing from
time to time, and all "point and click" features of the Fund Web Site relating
to acknowledgment and acceptance of such disclaimers and notifications; and
(f) design and develop the Fund Web Site functionality necessary to
facilitate, implement and maintain the hypertext links to IMPRESSNet(R) and the
various Inquiry and Transaction web pages and otherwise make the Fund Web Site
available to End-Users.
4. Standards of Care for Internet Services.
29
(a) Notwithstanding anything in the Agreement or this Exhibit B to the
contrary (other than as set forth in the immediately succeeding sentence) with
respect to the provision of services set forth in this Exhibit B (i) PFPC shall
be liable only for its own willful misfeasance, bad faith, negligence or
reckless disregard in the provision of such services and (ii) the Fund shall
indemnify, defend and hold harmless PFPC and its affiliates (including their
respective officers, directors, agents and employees) 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) incurred by such
indemnified parties with respect to such services except for those for which
PFPC is liable under sub-clause (i) of this sentence. For clarity, the
provisions of the immediately preceding sentence shall not limit Sections 13(b)
or 13(c) of the Agreement or Section 7(c) of this Exhibit B. The provisions of
this Section 4(a) shall survive termination of the Agreement and the provision
of services set forth in this Exhibit B.
(b) Notwithstanding anything to the contrary contained in the Agreement or
this Exhibit B, PFPC shall not be obligated to ensure or verify the accuracy or
actual receipt, or the transmission, of any data or information contained in any
transmission via IMPRESSNet(R) Services or the consummation of any Inquiry or
Transaction request not actually received by PFPC. The Fund shall advise
End-Users to promptly notify the Fund or PFPC of any errors or inaccuracies in
Shareholder data or information transmitted via IMPRESSNet(R) Services.
5. Proprietary Rights
(a) Each of the parties acknowledges and agrees that it obtains no rights
in or to any of the software, hardware, processes, trade secrets, proprietary
information or distribution and communication networks of the other under this
Exhibit B. Any software, interfaces or other programs a party provides to the
other under this Exhibit B shall be used by such receiving party only during the
term of this Exhibit B and only in accordance with the provisions of this
Exhibit B and the Agreement. Any interfaces, other software or other programs
developed by one party shall not be used directly or indirectly by or for the
other party or any of its affiliates to connect such receiving party or any
affiliate to any other person, without the first party's prior written approval,
which it may give or withhold in its sole discretion. Except in the normal
course of business and in conformity with federal copyright law or with the
other party's consent, neither party nor any of its affiliates shall disclose,
use, copy, decompile or reverse engineer any software or other programs provided
to such party by the other in connection herewith.
(b) The Fund Web Site and IMPRESSNet(R) may contain certain intellectual
property, including, but not limited to, rights in copyrighted works, trademarks
and trade dress that is the property of the other party. Each party retains all
rights in such intellectual property that may reside on the other party's web
site, not including any intellectual property provided by or otherwise obtained
from such other party. To the extent the intellectual property of one party is
cached to expedite communication, such party grants to the other a limited,
non-exclusive, nontransferable license to such intellectual property for a
period of time no longer than that reasonably necessary for the communication.
To the extent that the intellectual property of one
30
party is duplicated within the other party's web site to replicate the "look and
feel," "trade dress" or other aspect of the appearance or functionality of the
first site, that party grants to the other a limited, non-exclusive,
non-transferable license to such intellectual property for the duration of this
Exhibit B. This license is limited to the intellectual property needed to
replicate the appearance of the first site and does not extend to any other
intellectus1 property owned by the owner of the first site. Each party warrants
that it has sufficient right, title and interest in and to its web site and its
intellectual property to enter into these obligations, and that to its
knowledge, the license hereby granted to the other party does not and will not
infringe on any United States patent, United States copyright or other United
States proprietary right of a third party.
(c) Each of the parties hereto agrees that the nonbreaching party would
not have an adequate remedy at law in the event of the other party's breach or
threatened breach of its obligations under Sections 5(a) or 5(b) of this Exhibit
B and that the nonbreaching party would suffer irreparable injury and damage as
a result of any such breach. Accordingly, in the event either party breaches or
threatens to breach the obligations set forth in Sections 5(a) or 5(b) of this
Exhibit B, in addition to and not in lieu of any legal or other remedies a party
may pursue hereunder or under applicable law, each party hereto hereby consents
to the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it by
a court of competent jurisdiction, without the necessity of proving actual
damages or posting any bond or other security therefor, prohibiting any such
breach or threatened breach. In any proceeding upon a motion for such equitable
relief, a party's ability to answer in damages shall not be interposed as a
defense to the granting of such equitable relief The provisions of this Section
5(c) shall survive termination of the Agreement and she provision of services
set forth in this Exhibit B.
6. Representations and Warranty. Neither party shall knowingly insert into any
interface, other software, or other program provided by such party to the other
hereunder, or accessible on IMPRESSNet(R) or the Fund Web Site, as the case may
be, any "back door," "time bomb," "Trojan Horse," "worm," "drop dead device,"
"virus" or other computer software code or routines or hardware components
designed to disable, damage or impair the operation of any system, program or
operation hereunder. For failure to comply with this warranty, the non-complying
party shall immediately replace all copies of the affected work product, system
or software. All costs incurred with replacement including, but not limited to,
cost of media, shipping, deliveries and installation shall be borne by such
party.
7. Liability Limitations; Indemnification.
(a) The Internet. Each party acknowledges that the internet is an
unsecured, unstable, unregulated, unorganized and unreliable network, and that
the ability of the other party to provide or perform services or duties
hereunder is dependent upon the Internet and equipment, software, systems, data
and services provided by various telecommunications carriers, equipment
manufacturers, firewall providers, encryption system developers and other
vendors and third parties. Each party agrees that the other shall not be liable
in any respect for the functions or malfunctions of the Internet. Each party
agrees the other shall not be liable in any respect for the actions or omissions
of any third party wrongdoers (i.e., hackers not employed by such party or
31
its affiliates) or of any third parties involved in the IMPRESSNet(R) Services
and shall not be liable in any respect for the selection of any such third
party, unless such party selected the third party in bad faith or in a negligent
manner.
(b) PFPC's Explicit Disclaimer of Certain Warranties. EXCEPT AS
SPECIFICALLY PROVIDED IN SECTIONS 2 AND 4 OF THIS EXHIBIT B, ALL SOFTWARE AND
SYSTEMS DESCRIBED IN THIS EXHIBIT B ARE PROVIDED "AS-IS" ON AN "AS-AVAILABLE"
BASIS, AND PFPC HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
(c) Cross-Indemnity. Each party hereto agrees to indemnify, defend and
hold harmless the other party and its affiliates (and their respective officers,
directors, agents and employees) from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, attorneys' fee and
disbursements and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) ("Liabilities") arising in connection
with any claims that any IMPRESSNet(R) Services or related work product
infringes any proprietary or other rights or any infringement claim against any
of such persons based on the party's intellectual property licensed to the other
party hereunder (provided the other party has used such intellectual property in
conformity with the product guidelines), except to the extent such Liabilities
result directly from the negligence or knowing or willful misconduct of the
other party or its related indemnified parties. The provisions of this Section
7(c) shall survive termination of the Agreement and the provision of services
set forth in this Exhibit B.
8. Miscellaneous.
(a) Independent Contractor. The parties hereto are and shall remain
independent contractors, and nothing herein shall be construed to create a
partnership or joint venture between them and none of them shall have the power
or authority to bind or obligate the other in any manner not expressly set forth
herein. Any contributions to IMPRESSNet(R) by the Fund and any contributions to
the Fund Web Site by PFPC shall be works for hire pursuant to Section 101 of the
Copyright Act.
(b) Conflict with Agreement. In the event of a conflict between specific
terms of this Exhibit B and the Agreement, this Exhibit B shall control as to
IMPRESSNet(R) Services.
32
