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Document Preview Transfer Agency and Service Agreement |
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Title: |
Transfer Agency and Service Agreement |
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Entities: |
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Date: |
2008 |
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Size: |
53KB total |
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Price: |
$44 |
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ID: |
#3269942 |
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Start of Preview |
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Transfer Agency and Service Agreement
Among
Each of the BlackRock Closed-End Investment Companies
Listed Herein on Exhibit C
and
Computershare Trust Company, N.A.
and
Computershare Shareholder Services, Inc.
1
Table of Contents
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Section 1. |
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Certain Definitions |
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4 |
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Section 2. |
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Appointment of Agent |
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5 |
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Section 3. |
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Standard Services |
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6 |
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Section 4. |
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Dividend Disbursing Services |
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7 |
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Section 5. |
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Fee and Expenses |
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8 |
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Section 6. |
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Representations and Warranties of Transfer Agent |
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9 |
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Section 7. |
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Representations and Warranties of Customer |
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10 |
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Section 8. |
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Indemnification/Limitation of Liability |
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10 |
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Section 9. |
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Damages |
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13 |
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Section 10. |
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Responsibilites of the Transfer Agent |
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13 |
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Section 11. |
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Covenants of the Customer and Transfer Agent |
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14 |
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Section 12. |
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Confidentiality |
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14 |
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Section 13. |
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Term and Terminiation |
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15 |
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Section 14. |
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Assignment |
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17 |
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Section 15. |
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Unaffiliated Third Parties |
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17 |
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Section 16. |
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Miscellaneous |
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17 |
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Section 16.1 |
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Notices. |
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17 |
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Section 16.2 |
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Successors |
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18 |
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Section 16.3. |
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Amendments |
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18 |
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Section 16.4. |
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Severability |
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18 |
2
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Section 16.5. |
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Governing Law |
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18 |
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Section 16.6 |
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Force Majeure |
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18 |
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Section 16.7 |
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Descriptive Headings |
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18 |
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Section 16.8 |
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Third Party Beneficiaries |
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18 |
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Section 16.9 |
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Survival |
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18 |
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Section 16.10 |
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Priorities |
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19 |
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Section 16.11. |
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Merger of Agreement |
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19 |
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Section 16.12 |
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Counterparts |
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3
AGREEMENT made as of the 1st day of December, 2006, by and among each of the BlackRock closed-end investment companies listed on Exhibit C attached hereto, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each the ?Customer?), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally charted trust company doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the ?Transfer Agent?).
WHEREAS, the Customer desires to appoint the Transfer Agent as sole transfer agent, registrar, dividend disbursing agent and administrator of dividend reinvestment plans.
WHEREAS, the Board of Directors or Trustees, as applicable, of each Customer has approved appointment of the Transfer Agent and the form of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Certain Definitions.
(a) ?Account? or ?Accounts? shall mean the account of each Shareholder which account shall hold any full or fractional shares of stock held by such Shareholder and/or outstanding funds or tax reporting to be done.
(b) ?Additional Services? shall mean any and all services which are not Services as set forth in the Fee and Service Schedule, but performed by Transfer Agent upon request of Customer.
(c) ?Agreement? shall mean this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications, which may from time to time be executed.
(d) ?Annual Period? shall mean each twelve (12) month period commencing on the Effective Date and, thereafter, on each anniversary of the Effective Date.
(e) ?Board of Directors? means the Board of Directors or the Board of Trustees, as the case may be, of each Customer.
(f) ?Closed Account? shall mean an account with a zero share balance, no outstanding funds or no reportable tax information.
(g) ?Dividend Reinvestment Plan? shall mean the services as set forth in Section 4 and in the Fee and Service Schedule.
(h) ?Effective Date? shall mean the date first stated above.
(i) ?Fee and Service Schedule? shall mean the fees and services set forth in the ?Fee and Service Schedule? attached hereto.
4
(j) ?Participant? or ?Participants? shall mean Shareholders enrolled in a Dividend Reinvestment Plan.
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