BLACKROCK ADVISORS, INC.
BLACKROCK DISTRIBUTORS, INC.
INVESTOR DISTRIBUTION AND SERVICE AGREEMENT
BlackRock Advisors, Inc.
Attn: ▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BlackRock Advisors, Inc. ("BlackRock"), BlackRock Distributors, Inc.
("BDI") and the service organization named below ("Service Organization") wish
to enter into this Agreement relating to the clients of Service Organization
("Clients") who may from time to time beneficially own Investor A, Investor B
and Investor C Shares (collectively, "Shares") of open-end investment companies
advised by BlackRock or an affiliate of BlackRock or distributed by BDI (the
"BlackRock Funds") or closed-end investment companies advised by BlackRock or an
affiliate of BlackRock or distributed by BDI (together with the BlackRock Funds,
referred to herein as the "Funds").
The terms and conditions of this Agreement are as follows:
Section 1: Except as otherwise designated in Appendix A or Appendix B
to this Agreement, Service Organization agrees to provide (i) general
shareholder liaison services and (ii) shareholder processing services relating
to the processing and administration of shareholder accounts with respect to
Clients who may from time to time beneficially own Shares.
"General shareholder liaison services" include, but are not limited to,
(i) answering Client inquiries regarding account status and history, the manner
in which purchases, exchanges and redemptions or repurchases of shares may be
effected and certain other matters pertaining to the Clients' investments; (ii)
assisting Clients in designating and changing dividend options, account
designations and addresses; and (iii) providing such other similar services as
BlackRock, BDI or a Client may reasonably request.
"Shareholder processing services" may include some or all of the
following: (i) providing or causing to be provided necessary personnel and
facilities to establish and maintain shareholder accounts and records for
Clients; (ii) assisting in aggregating and processing purchase, exchange and
redemption transactions; (iii) placing or causing to be placed purchase,
redemption (in the case of open-end Funds) or repurchase (in the case of
closed-end Funds) orders with the Funds' distributor; (iv) arranging for wiring
of funds; (v) transmitting and receiving or causing to be transmitted and
received funds in connection with Client orders to purchase, redeem (in the case
of open-end Funds) or repurchase (in the case of closed-end Funds) Shares; (vi)
processing dividend payments; (vii) verifying and guaranteeing Client signatures
in connection with redemption (in the case of open-end Funds) or repurchase (in
the case of closed-end Funds) orders and transfers and changes in
Client-designated accounts, as necessary; (viii) providing or causing to be
provided periodic statements showing a Client's account balance and, to the
extent practicable, integrating such information with other Client transactions
otherwise effected through or with Service Organization; (ix) furnishing or
causing to be furnished (either separately or on an integrated basis with other
reports sent to a Client by Service Organization) monthly and year-end
statements and confirmations of purchases, exchanges, redemptions (in the case
of open-end Funds) and repurchases (in the case of closed-end Funds); (x)
transmitting on behalf of the Funds proxy statements, annual and semi-annual
reports, updating prospectuses, repurchase offer notices and other
communications from the Funds to Clients; (xi) receiving, tabulating and
transmitting to the Funds proxies executed by Clients with respect to
shareholder meetings; (xii) providing to the Funds sub-accounting with respect
to Shares beneficially owned by Clients or the information necessary for
sub-accounting; (xiii) sub-transfer agency services; and (xiv) providing such
other similar services as BlackRock, BDI, a Fund or a Client may reasonably
request.
Section 2: Except as otherwise designated in Appendix A or Appendix B
to this Agreement, Service Organization agrees to provide the distribution and
sales support services for those Funds for which it receives a distribution and
sales support fee, which services may include some or all of the following: (i)
the implementation of marketing and promotional activities, including direct
mail promotions; (ii) the distribution of sales literature; (iii) expenditures
for sales or distribution support services such as for telephone facilities and
in-house telemarketing; (iv) commissions, incentive compensation or other
compensation to, and expenses of, account executives or other employees of
Service Organization, attributable to distribution or sales support activities;
(v) travel, equipment, printing, delivery and mailing costs, overhead and other
office expenses of Service Organization attributable to distribution or sales
support activities, as applicable; and (iv) any other costs and expenses
relating to distribution or sales support activities.
Section 3: Service Organization will provide such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in its business, or any personnel
employed by it) as may be reasonably necessary or beneficial in order to provide
the aforementioned services.
Section 4: Neither Service Organization nor any of its officers,
employees or agents are authorized to make any representations concerning a Fund
or its Shares except those contained in the then current prospectuses and
Statement of Additional Information for Shares, repurchase offer notices or in
such supplemental literature or advertising as may be authorized by BlackRock or
BDI in writing.
Section 5: For all purposes of this Agreement, Service Organization
will be deemed to be an independent contractor, and will have no authority to
act as agent for BlackRock, BDI or any Fund in any matter or in any respect.
Service Organization agrees to and does release, indemnify and hold BlackRock,
BDI and the Funds harmless from and against any and all direct or indirect
liabilities or losses resulting from requests, directions, actions or inactions
of or by Service Organization or its officers, employees or agents regarding the
responsibilities of Service Organization hereunder or the purchase, redemption
(in the case of open-end Funds), repurchase (in the case of closed-end Funds),
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Clients to whom Service Organization provides services hereunder.
Service Organization and its employees will, upon request, be available during
normal business hours to consult with BlackRock, BDI or their designees
concerning the performance of Service Organization's responsibilities under this
Agreement.
Section 6: (i) In consideration of the services and facilities provided
by Service Organization pursuant to Section 1 hereof, BlackRock will pay to
Service Organization, and Service Organization will accept as full payment
therefore, the service and shareholder processing fees set forth in Appendix A
and Appendix B to this Agreement at annual rates based on the average daily net
asset value of the Shares beneficially owned by Clients for whom Service
Organization is the dealer of record or holder of record with whom Service
Organization has a servicing relationship ("the Clients' Shares"), which fees
will be computed daily and payable periodically at the intervals specified in
Appendix A and Appendix B.
(ii) In consideration of the services and facilities provided by
Service Organization pursuant to Section 2 hereof, BDI will pay to Service
Organization, and Service Organization will accept as full payment therefore,
the distribution fees set forth in Appendix A and Appendix B to this Agreement
at annual rates based on the average daily net asset value of the Clients'
Shares, which fees will be computed daily and payable periodically at the
intervals specified in Appendix A and Appendix B.
(iii) For purposes of determining the fees payable under this Section
6, the average daily net value of the Clients' Shares will be computed in the
manner specified in each Fund's Registration Statement (as the same is in effect
from time to time) in connection with the computation of the net asset value of
Shares for purposes of purchases, redemptions (in the case of open-end Funds)
and repurchases (in the case of closed-end Funds). The fee rate(s) set forth in
Appendix A and Appendix B to this Agreement may be prospectively increased or
decreased by BlackRock and BDI, in their sole discretion, at any time upon
notice to Service Organization. Further, each Fund may, in its discretion and
without notice, suspend or withdraw the sale of its Shares, including the sale
of its Shares to Service Organization for the account of any Client or Clients.
Section 7: Any person authorized to direct the disposition of monies
paid or payable pursuant to this Agreement will provide to each Fund's Board of
Trustees, and the trustees will review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Service Organization will furnish BlackRock, BDI, the Funds or their designees
with such information as they may reasonably request (including, without
limitation, periodic certifications confirming the provision to Clients of the
services described herein), and will otherwise cooperate with BlackRock, BDI,
the Funds and their designees (including, without limitation, any auditors
designated by the Funds), in connection with the preparation of reports to the
Board of Trustees concerning this Agreement and the monies paid or payable
pursuant hereto, as well as any other reports or filings that may be required by
law.
Section 8: BlackRock and BDI may enter into other similar Agreements
with any other person or persons without Service Organization's consent.
Section 9: This Agreement will become effective on the date this
Agreement is accepted and signed by BlackRock or its designee. Unless sooner
terminated, this Agreement will continue until the first May 31st after the date
on which the Agreement is executed, and thereafter will continue automatically
for successive annual periods, provided such continuance is approved at least
annually by the Funds in the manner described in Section 12. This Agreement will
automatically terminate in the event of its assignment. This Agreement is
terminable with respect to any class of Shares, without penalty, at any time by
any Fund (which termination may be by a vote of a majority of the Disinterested
Trustees as defined in Section 12 or a majority of the shareholders of such
class) or by either BlackRock, BDI, or Service Organization upon written notice
to all other parties hereto.
Section 10: All notices and other communications to BlackRock, BDI or
Service Organization will be duly given if mailed, telegraphed, telexed or
transmitted by similar telecommunications device to the appropriate address
stated herein, or to such other addresses as any party shall so provide to other
parties.
Section 11: This Agreement will be construed in accordance with the
laws of the State of Delaware, and is non-assignable by the parties hereto.
Section 12: This Agreement has been approved by the vote of a majority
of (i) the Board of Trustees and (ii) those trustees who are not "interested
persons" (as defined in the Investment Company Act of 1940) of the Funds and
have no direct or indirect financial interest in the operation of the Plans
adopted by the Funds regarding the provision of services to the beneficial
owners of Shares or in any agreement related thereto cast in person at a meeting
called for the purpose of voting on such approval ("Disinterested Trustees").
Section 13: Service Organization has policies and procedures in place
in order to comply with its obligations under the provisions of the
International Money Laundering Abatement Act, the USA PATRIOT Act, the Bank
Secrecy Act ("BSA") and any other anti-money laundering law, rule or regulation
applicable to Service Organization as a financial institution under the BSA, or
otherwise. Subject to legal restrictions, Service Organization will, upon
BlackRock's request, promptly provide to BlackRock or the respective Fund
evidence of those policies and procedures and Service Organization's compliance
therewith and/or evidence establishing the identities and sources of funds for
each purchase of shares of the Funds.
Section 14: The name "BlackRock Funds" and "Trustees of BlackRock
Funds" refer respectively to the trust created, and the trustees of such trust,
as trustees but not individually or personally acting from time to time, under a
Declaration of Trust dated December 22, 1988, which is hereby referred to and a
copy of which is on file at the office of the State Secretary of The
Commonwealth of Massachusetts and at the principal office of the BlackRock
Funds. The obligations of the BlackRock Funds entered into in the name or on
behalf thereof by any of the trustees, officers, representatives or agents are
made not individually, but in such capacities, and are not binding upon any of
the trustees, shareholders, officers, representatives or agents of the BlackRock
Funds personally, but bind only the property of the BlackRock Funds, and all
persons dealing with any class of Shares of the BlackRock Funds must look solely
to the property belonging to such class for the enforcement of any claims
against that Fund.
BLACKROCK ADVISORS, INC
________________________________________ By________________________________
Service Organization Name (Authorized Officer)
(please print or type)
________________________________________ __________________________________
Address Signature
________________________________________ __________________________________
City State Zip Code Title
By:_____________________________________ __________________________________
(Please Print or Type) Date
________________________________________
Signature BLACKROCK DISTRIBUTORS, INC
________________________________________ By:_______________________________
Title (Authorized Officer)
________________________________________ __________________________________
Date Signature
__________________________________
Title
__________________________________
Date
Appendix A
BLACKROCK OPEN-END FUNDS
Appendix A to
Investor Distribution and Service Agreement
FEE SCHEDULE
Pursuant to the terms and conditions set forth in the attached Investor
Distribution and Agreement (the "Agreement"), Service Organization agrees to
provide the services described in Section 1 and Section 2 of the Agreement for
BlackRock Open-End Funds as follows:
Yes No
General Shareholder Liaison Services: [ ] [ ]
Shareholder Processing Services: [ ] [ ]
Distribution and Sales Support Services: [ ] [ ]
Pursuant to the terms and conditions set forth in the Agreement
(including Section 3 thereof), Service Organization will accept as full payment
for the services provided by it as specified above, fees (calculated daily and
payable quarterly) at the following rates based on the average daily net asset
value of the Shares beneficially owned by Service Organization's Clients:
Service Fee for General
Shareholder Liaison Services................................0.25% (0.20% for New Jersey
Municipal Money Market Portfolio)
Shareholder Processing Fee.................................0.15%
Distribution and Sales Support Fee
Investor C Shares (All Portfolios).........................0.75%
The foregoing fees will accrue and be payable on each Share beneficially owned
by a Client for periods beginning on and after the following dates:
Investor A Shares Investor B Shares Investor C Shares
Service Fee for General On the On the One Year After
Shareholder Liaison Services Purchase date Purchase Date Purchase Date
Shareholder Processing Fee* On the On the On the
Purchase Date Purchase date Purchase Date
Distribution and N/A N/A One Year After
Sales Report Fee Purchase Date
*The Shareholder Processing Fee will not be paid if the amount of the Fee
otherwise payable for a quarter is less than $2,000. BlackRock reserves the
right to increase or decrease this threshold amount in its sole discretion from
time to time.
Date:___________________
Appendix B
BLACKROCK CLOSED-END FUNDS
Appendix B to
Investor Distribution and Service Agreement
FEE SCHEDULE
Pursuant to the terms and conditions set forth in the attached Investor
Distribution and Agreement (the "Agreement"), Service Organization agrees to
provide the services described in Section 1 and Section 2 of the Agreement as
follows:
Yes No
General Shareholder Liaison Services: [ ] [ ]
Shareholder Processing Services: [ ] [ ]
Distribution and Sales Support Services: [ ] [ ]
Pursuant to the terms and conditions set forth in the Agreement
(including Section 3 thereof), Service Organization will accept as full payment
for the services provided by it as specified above, fees (calculated daily and
payable quarterly) at the following rates based on the average daily net asset
value of the Shares beneficially owned by Service Organization's Clients:
Service Fee for General
Shareholder Liaison Services................................0.25%
Shareholder Processing Fee..................................N/A
Distribution and Sales Support Fee.........................0.10%
The foregoing fees will accrue and be payable on each Share beneficially owned
by a Client for periods beginning on and after the following dates:
Investor A Shares Investor B Shares Investor C Shares
Service Fee for General On the To be determined To be determined
Shareholder Liaison Services Purchase date
Shareholder Processing Fee N/A To be determined To be determined
Distribution and On the To be determined To be determined
Sales Support Fee Purchase Date