FORM OF ADDENDUM
This addendum shall become part of the Broker-Dealer Agreement
between BlackRock Distributors, Inc. ("you") and ___________ ("we" or "us")
(the "Agreement").
The Agreement is amended to include the following procedures with
respect to one or more closed-end registered investment companies (as used
in this Addendum, each a "Fund") for which you serve as principal
underwriter.
1. Customers of ours who purchase shares of the Fund involved
(the "Shares") are for all purposes our customers and not
customers of such Fund. We shall be responsible for opening,
approving and monitoring customer accounts and for the
review and supervision of these accounts, all in accordance
with the rules of the Securities and Exchange Commission
("SEC") and National Association of Securities Dealers, Inc.
(the "NASD"). In no transaction involving Shares shall we
have any authority to act as agent for a Fund or for you.
2. All orders for the purchase of Shares received during a
Fund's initial offering period (the "Initial Offering
Period") shall be executed at the initial public offering
price per share as set forth in the Prospectus of such Fund.
All orders for Shares received during a Fund's continuous
offering period (the "Continuous Offering Period") shall be
executed at such Fund's current public offering price per
share as stated in the Fund's Prospectus (currently net
asset value) plus any applicable sales charge as set forth
in the Prospectus.
3. The minimum initial purchase order shall be as set forth in
the Prospectus of such Fund. Such Fund reserves the right to
reject any purchase order. Such Fund reserves the right, at
its discretion and without notice, to suspend the sale of
Shares or withdraw entirely the sale of Shares.
4. In ordering shares of any Fund, we shall rely solely and
conclusively on the representations contained in the
Prospectus. We agree that we shall not offer or sell Shares
except in compliance with all applicable federal and state
securities laws and the rules and regulations of applicable
regulatory agencies or authorities. In connection with
offers to sell and sales of Shares, we agree to deliver or
cause to be delivered to each person to whom any such offer
or sale is made, a copy of the Prospectus and, upon request,
the Statement of Additional Information of the Fund
involved; and unless otherwise agreed, we shall promptly
confirm in writing all Share transactions of our customers.
You agree to supply us with copies of the Prospectus and
Statement of Additional Information, and any such other
information and materials relating to the Fund involved in
reasonable quantities upon request.
5. We shall not make any representations concerning any Shares
other than those contained in the Prospectus of the Fund
involved or in any promotional materials or sales literature
furnished to us by you or the Fund involved. We shall not
furnish or cause to be furnished to any person or display or
publish any information or materials relating to the Fund
involved (including, without limitation, promotional
materials and sales literature, advertisements, press
releases, announcements, statements, posters, signs or other
similar materials), except such information and materials as
may be furnished by you or the Fund involved, and such other
information and materials as may be approved in writing by
you.
6. It is understood that Shares will not be repurchased by
either the Fund involved or you, and that no secondary
market for any Shares exists currently, or is expected to
develop. While a Fund may from time to time conduct tender
offers to repurchase shares as set forth in its Prospectus,
such Fund may not repurchase all or any of the Shares that a
shareholder tenders. Accordingly investment in such Fund's
Shares would be considered illiquid. ANY REPRESENTATION AS
TO A TENDER OFFER BY SUCH FUND, OTHER THAN THAT WHICH IS SET
FORTH IN THE FUND'S THEN CURRENT PROSPECTUS, IS EXPRESSLY
PROHIBITED.
7. In determining the amount of any sales commission payable to
us hereunder, you reserve the right to exclude any sales
which you reasonably determine are not made in accordance
with the terms of the applicable Fund Prospectus and the
provisions of the Agreement or this Amendment. Unless at the
time of transmitting an order we advise you or the Transfer
Agent to the contrary, the shares ordered will be deemed to
be the total holdings of the specified investor.
8. The procedures relating to orders and the handling thereof
will be subject to the terms of the Prospectus of the Fund
involved and instructions received by us from you or the
Transfer Agent from time to time. No conditional orders will
be accepted. We agree that purchase orders we place will be
made only for the purpose of covering purchase orders
already received from our customers.
9. Further, we shall place purchase orders from customers with
the Fund involved immediately and shall not withhold the
placement of such orders so as to profit us; provided,
however, that the foregoing shall not prevent the purchase
of shares of any Fund by us for our own bona fide
investment. We agree that: (a) we shall not effect any
transactions (including, without limitation, any purchases
and redemptions) in any Shares registered in the name of, or
beneficially owned by, any customer unless such customer has
granted us full right, power and authority to effect such
transactions on his behalf; and (b) you, the Fund involved,
the Transfer Agent and your agents, employees and affiliates
shall not be liable for, and shall be fully indemnified and
held harmless by us from and against, any and all claims,
demands, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may be
incurred by you or any of the foregoing persons entitled to
indemnification from us hereunder arising out of or in
connection with the execution of any transactions in Shares
registered in the name of, or beneficially owned by, any
customer in reliance upon any oral or written instructions
believed to be genuine and to have been given by or on
behalf of us. The indemnification agreement contained in
this Paragraph 9 shall survive the termination of this
Amendment.
10. It is understood that the Fund involved will fill orders for
Shares from time to time as set forth in its Prospectus. We
agree that payment for orders for the purchase of Shares
will be made in accordance with the terms of the Prospectus
of the Fund. For purchase orders received during the Initial
Offering Period, on or before the settlement date of each
purchase order, we shall remit to an account designated by
you with the Transfer Agent an amount equal to the initial
public offering price of the Shares as stated in the
applicable Fund Prospectus. For purchase orders received
during the Continuous Offering Period, on or before the
settlement date of each purchase order, we shall remit to an
account designated by you with the Transfer Agent an amount
equal to the current public offering price of the Shares as
determined by you in accordance with the terms of the
applicable Fund Prospectus (currently net asset value) plus
any applicable sales charge. Any commission or any
shareholder servicing fees due to us shall be payable by you
on a [monthly](1) basis. If payment for any purchase order is
not received in accordance with the terms of the applicable
Fund Prospectus, you reserve the right, without notice, to
cancel the sale and hold us responsible for any loss
sustained as a result thereof.
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1 BlackRock Distributors, Inc. decision.
11. In the event we transmit indications of interest to you for
accumulation prior to the effective date of the Fund's
Registration Statement (the Effective Date"), we will be
responsible for confirming such indications of interest with
our customers following the Effective Date. Indications of
interest with respect to Shares transmitted to you prior to
the Effective Date will be conditioned upon the occurrence
of the Effective Date and the registration or qualification
of the Shares in the respective state.
12. No Fund will issue fractional Shares.
13. You may, in your sole discretion, allocate Shares among
brokers and dealers participating in the Initial Offering
Period or among brokers, dealers and banks in the Continuous
Offering Period, as the case may be, on other than a pro
rata basis, which may result in certain brokers, dealers and
banks not being allocated the full amount of Shares sold by
them while certain other brokers, dealers and banks may
receive their full allocation.
14. We agree that with respect to orders for Shares, we will
transmit such orders received during the Initial Offering
Period to you within the time period as specified in the
Prospectus of the Fund involved (or in the time period as
extended by you in writing). We also agree to transmit any
customer order received during the Continuous Offering
Period to you prior to the time that the public offering
price for such Fund is next determined after our receipt of
such order as set forth in the Fund's Prospectus. There is
no assurance that a Fund will engage in a continuous
offering of shares.
15. During the Initial Offering Period and any Continuous
Offering Period for any Fund, we agree to supply you, not
less frequently than once a week by Friday, 5:00 p.m.
Eastern Time, during such Fund's Initial Offering Period, a
list setting forth by state and in the aggregate all
indications of interest and, during any Continuous Offering
Period, orders for shares received by us for such Fund
during such week (or lesser period of time), and a list
setting forth by name and location each registered
representative making said sales and indicating the amount
of all sales or offers per Fund to date.
16. We expressly acknowledge and understand that there is no
Rule 12b-1 Plan for any Fund.
17. We expressly acknowledge and understand that Shares will not
be repurchased by either the Funds (other than through
tender offers from time to time) or by you and that no
secondary market for such shares is expected to develop,
unless the shares have begun trading on a national exchange
or national market system. We hereby covenant that, until
notified by you that the distribution of such shares has
been completed, we (a) will not make a secondary market in
any shares of such Fund, (b) will not purchase or hold
shares of such Fund in inventory for the purpose of resale
in the open market or to our customers and (c) without your
consent, will not repurchase shares of such Fund in the open
market or from our customers for any account in which we
have a beneficial interest.
17. We expressly acknowledge and understand that we may be paid
a shareholder servicing fee as set forth in the Prospectus
of the Fund involved as compensation for providing
shareholder and account maintenance services to Fund
shareholders. Any such shareholder servicing fee will be
paid by you on a [monthly](2) basis.
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2 BlackRock Distributors, Inc. decision.
BLACKROCK DISTRIBUTORS, INC.
By: ___________________________
Name:
Title:
____________________________
By: ____________________________
Name:
