Merrill Lynch, Pierce, Fenner & Smith Incorporated Plainsboro, New Jersey 08536 Amended and Restated SELECTED DEALER AGREEMENT

 

3.             Redemption/Repurchase/Transfer of Fund Shares and Exchanges

 

(a)           If we purchase shares from our customers for redemption by the Fund or repurchase by you, we agree to pay such customers not less than the applicable redemption price (i.e., the currently quoted net asset value minus any applicable sales charges or redemption fees) determined as set forth in the then current prospectus of the Fund, provided, however, that it is understood that we assume no responsibility or liability for the determination of such price.

 

(b)           We shall not withhold placing redemption or repurchase orders received from our customers so as to profit ourself as a result of such withholding (e.g., by a change in the net asset value from that used in determining the public offering price to our customers).

 

(c)           Redemption and repurchase orders are subject to such procedures as are set forth in the current prospectus, provided that any order placed by us regarding the redemption or repurchase of Fund shares is subject to timely receipt by you or the Fund’s transfer agent of all required documents.

 

 

4.              Pricing Errors

 

You agree to notify us promptly whenever an error is made in the pricing of shares of a Fund and to indemnify us and hold us harmless against any and all losses, claims, damages, liabilities or expenses (including, but not limited to, any losses suffered by our clients and any additional costs and expenses related to the price correction, such as research costs, expenses related to developing computer software specifically for the price correction, processing overtime and notices to customers) to which we may become subject insofar as any such loss, claim, damage, liability or expense arises out of or is based on any error or alleged error made in the pricing of shares of a Fund. Payment shall be made by you promptly upon receipt of a ▇▇▇▇ from us stating the costs of the price correction and the expenses related thereto.

 

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5.             Compensation

 

 

(b)                                  To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-dealer to sell shares of the Funds in any state or jurisdiction.

 

(c)                                   The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules.

 

(d)                                  Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.

 

 

8.                   Indemnification

 

(a)                                   You agree to indemnify us (for the purposes of this Section 8, “us” and “we” shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇, the officers, directors and employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and any person who is or may be deemed to be a controlling person of ▇▇▇▇▇▇▇ ▇▇▇▇▇) and hold us harmless against any and all losses, claims, damages, liabilities or expenses (including the reasonable costs of investigation and attorney’s fees and expenses as such expenses are incurred by us in any action or proceeding between the parties hereto or between us and any third party) to which we may become subject under the 1933 Act, the 1940 Act, or otherwise, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any untrue statement of a material fact or alleged untrue statement of a material fact contained in any Registration Statement of any Fund (including any prospectus or statement of additional information which is part of any such Registration Statement)

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective authorized persons.

 

 

	▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
	▇▇▇▇▇ INCORPORATED
	By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
			Director, Mutual Funds
	BLACKROCK DISTRIBUTORS, INC.
	By:	/s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
	Print name:
	Title:			VP

 

 

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Amendment to Agreement (s)

 

You (“Service Organization”) have entered into one or more agreements (“Agreement” or “Agreement(s)”) with BlackRock Distributors, Inc. (“BDI”) and/or BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds pursuant to which you may provide one or more of the following types of services under the terms of your Agreement(s): general shareholder liaison, distribution and sales support, distribution and marketing support, operational and/or recordkeeping services, networking services and/or sub-accounting services in return for certain payments. The parties to the Agreement(s) hereby agree that effective as of October 1, 2008, each such Agreement is hereby amended to indicate that BlackRock Investments, Inc. (“BII”) shall replace BDI as a contracting party, and each reference to BDI in the Agreement shall be replaced with a reference to BII. Service Organization hereby consents to BII succeeding to all of BDI’s rights, obligations, interests and liabilities under the Agreements and to the substitution in all respects of BII for BDI as a party to the Agreements.

 

The parties to the Agreement(s) agree that, under the terms of the Prospectuses and 12b-1 Plans for the Funds underwritten by BII and consistent with Bll’s course of dealing with your firm and pursuant to such Agreement(s), any Rule 12b-1 fees that BII may pay to your firm in connection with distribution and/or shareholder services and pursuant to the terms of your firm’s Agreement(s), if applicable, will only derive from Rule 12b-1 fees actually received by BII from the applicable Fund, and consistent with guidelines from the Financial Industry Regulatory Authority, Inc. and the Securities and Exchange Commission, any Rule 12b-1 and/or service fees are not payable by BII to your firm unless and until received by the applicable Fund.

 

This amendment confirms that once BII receives such service and/or 12b-1 fees from the applicable Fund, commissions or other payments will be paid to your firm in the same manner and time frame to which your firm is accustomed to receiving such fees (so long as such fees are included under the terms of your Agreement(s)).

 

 

** ** *********

 

To the extent that provisions of the Agreement(s) and this Amendment are in conflict, the terms of this Amendment shall control. Except to the extent amended by this Amendment, the Agreement(s) shall remain unchanged and in full force and effect, and are hereby ratified and confirmed in all respects as amended hereby.

 

 

 

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Agreed and Accepted:
Firm Name:	▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.			BlackRock Investments, Inc.
Signature:	/s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇, III			Signature:	/s/ ▇▇▇ ▇▇▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇, III			Name:	▇▇▇ ▇▇▇▇▇
Title:	Director			Title:	Managing Director
Dated:	September 18, 2008			Dated:	09/26/2008
BlackRock Distributors, Inc.
Signature:	/s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Name:	▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Title:	Vice President
Dated:		09/24/2008

 

 

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