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Title: |
Special Custody Account Agreement |
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Date: |
2007 |
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Preview shows 5KB of 24KB total |
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Price: |
$41 |
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ID: |
#3133462 |
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SPECIAL CUSTODY ACCOUNT AGREEMENT
(Short Sales)
AGREEMENT, dated as of September 12, 2007, by and among Brown Brothers
Harriman & Co., in its capacity as custodian hereunder ("Bank"), BlackRock Large
Cap Core Plus Fund of BlackRock Large Cap Series Funds, Inc. (the "Customer"),
and Morgan Stanley & Co. Incorporated ("Broker").
WHEREAS, Broker is a securities broker-dealer registered with the
Securities and Exchange Commission and a clearing member of The Options Clearing
Corporation ("OCC") and is a member of several national securities exchanges;
and
WHEREAS, Customer desires from time to time to sell securities "short"
through Broker, such short sales being permitted by Customer's investment
policies, and for that purpose has opened one or more margin accounts with
Broker (each an "Account") and executed Broker's " Prime Broker Margin Account
Agreement" (the "Customer Agreement"); and
WHEREAS, to facilitate Customer's transactions through Broker, Customer
and Broker desire to establish procedures for the compliance by Broker with the
provisions of Regulation T of the Board of Governors of the Federal Reserve
System and with the provisions of Rule 431 of the New York Stock Exchange and
other applicable requirements and for compliance by Customer with Regulation X
of the Board of Governors of the Federal Reserve System and other requirements
("Margin Rules"); and
WHEREAS, to assist Broker and Customer in complying with the Margin Rules,
Bank is prepared to act as custodian to hold Collateral as defined below (in
such capacity, Bank is herein called the "Custodian").
NOW, THEREFORE, be it agreed as follows:
1. As used herein, the following terms have the following meanings:
"Adequate Margin" shall mean such Eligible Collateral as is adequate in
Broker's judgment under the Margin Rules and the internal policies of Broker.
For purposes hereunder, Eligible Collateral shall be valued by Broker in a
commercially reasonable manner.
"Advice from Broker" or "Advise" means a written notice sent to Customer
and/or Bank or transmitted by a facsimile sending device, except that for any of
the following purposes it shall mean notice by telephone to a person designated
by Customer in writing as authorized to receive such advice or, in the event
that no such person is available, to any officer of Customer and confirmed
promptly in writing thereafter: (i) for initial or additional Collateral; (ii)
that Customer
{PAGE}
has defaulted pursuant to paragraph 9(a) hereof. With respect to any short sale
or covering purchase transaction, the Advice from Broker shall mean a standard
confirmation in use by Broker and sent or transmitted to Customer and/or Bank.
With respect to substitutions or releases of Collateral, Advice from Broker
means a written notice signed by an authorized person of Broker and sent or
transmitted to Customer and/or Bank. An officer of Broker will certify to Bank
the names and signatures of those employees who are authorized to sign Advices
from Broker, which certification may be amended from time to time. When used
herein the term "Advise" means the act of sending an Advice from Broker.
"Closing Transaction" is a transaction in which Customer purchases
securities which have been sold short.
"Collateral" means the Special Custody Account, all Eligible Collateral,
other financial assets or investment property and other property and assets
which is deposited from time to time in, or credited from time to time to, the
Special Custody Account, all security entitlements in respect thereof, all
income and profits thereon, all interest, dividends and other payments and
distributions with respect thereto, all other property and assets specified as
Collateral in the second paragraph of Section 4, and all proceeds of any of the
foregoing.
"Eligible Collateral" means cash, U.S. government securities maintained in
the Treasury/Reserve Automated Debt Entry System ("TRADES") or other securities
acceptable to Broker.
"Insolvency" means that (A) an order, judgment or decree has been entered
under the bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law (herein called
the "Bankruptcy Law") of any jurisdiction adjudicating the Customer insolvent;
or (B) the Customer has petitioned or applied to any tribunal for, or consented
to the appointment of, or taking possession by, a trustee, receiver, liquidator
or similar official, of the Customer, or commenced a voluntary case under the
Bankruptcy Law of the United States or any proceedings relating to the Customer
under the Bankruptcy Law of any other jurisdiction, whether now or hereinafter
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