BROKER-DEALER AGREEMENT
BLACKROCK DISTRIBUTORS, INC.
c/o Mona Lee
BlackRock, Inc.
345 Park Avenue, 14th Floor
New York, NY 10154
Ladies and Gentlemen:
We desire to enter into an Agreement with you for the sale of shares of
beneficial interest in The BlackRock 2012 Term Trust (the "Fund") that are
now or hereafter available for sale to our customers. You are the principal
underwriter (as such term is defined in the Investment Company Act of 1940,
as amended) of the offering of shares of the Fund and the agent for the
continuous distribution of such shares pursuant to the terms of the
Distribution Agreement between you and the Fund. As used herein, the term
"Prospectus" shall mean the prospectus and, unless the context otherwise
requires, related statement of additional information (the "Statement of
Additional Information") incorporated therein by reference, as the same are
amended and supplemented from time to time, of the Fund.
In consideration of the mutual covenants contained herein, it is hereby
agreed that our respective rights and obligations shall be as follows:
1. Customers of Broker-Dealer who purchase Fund shares are for
all purposes customers of the Broker-Dealer and not
customers of the Fund. Broker-Dealer 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 Fund
shares shall Broker-Dealers have any authority to act as
agent for the Fund or for BlackRock.
2. All orders for the purchase of Shares of a Fund shall be
executed at the then current public offering per share
(i.e., the net asset value per share for Shares plus the
applicable sales charge, if any) [and all orders for the
tender of Shares shall be executed at the net asset value
per share and the proceeds of such tenders shall be reduced
by any applicable withdrawal charge as set forth in the
Prospectus of such Fund.]
3. The minimum initial and subsequent purchase orders shall be
as set forth in the Prospectus of such Fund. The Fund
reserves the right to reject any purchase order. The 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, Broker-Dealer shall rely
solely and conclusively on the representations contained in
the Prospectus. Broker-Dealer agrees that it shall not offer
or sell shares of any Fund 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 of a Fund, Broker-Dealer agrees 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; and
unless otherwise agreed, Broker-Dealer shall promptly
confirm in writing all share transactions of its customers.
BlackRock agrees to supply Broker-Dealer with copies of the
Prospectus, Statement of Additional Information, [annual and
interim reports], [proxy solicitation materials] and any
such other information and materials relating to the Fund in
reasonable quantities upon request.
5. Broker-Dealer shall not make any representations concerning
any Fund shares other than those contained in the Prospectus
of the Fund involved or in any promotional materials or
sales literature furnished to us by BlackRock or the Fund.
Broker-Dealer shall not furnish or cause to be furnished to
any person or display or publish any information or
materials relating to the Fund (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 BlackRock
or the Fund, and such other information and materials as may
be approved in writing by BlackRock.
6. In determining the amount of any sales commission payable to
us hereunder, BlackRock reserves the right to exclude any
sales which it reasonably determines are not made in
accordance with the terms of the applicable Fund Prospectus
and the provisions of this Amendment. Unless at the time of
transmitting an order Broker-Dealer advises BlackRock or
the Transfer Agent to the contrary, the shares ordered will
be deemed to be the total holdings of the specified
investor.
7. 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. Broker-Dealer agrees that purchase orders
placed by it will be made only for the purpose of covering
purchase orders already received from our customers.
8. Further, Broker-Dealer shall place purchase orders from
customers with the Fund immediately and shall not withhold
the placement of such orders so as to profit Broker-Dealer;
provided, however, that the foregoing shall not prevent the
purchase of shares of any Fund by Broker-Dealer for its own
bona fide investment. Broker-Dealer agrees that: (a)
Broker-Dealer shall not effect any transactions (including,
without limitation, any purchases and redemptions) in any
Fund 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) BlackRock, the Fund, each Transfer Agent
and your agents, employees and affiliates shall not be
liable for, and shall be fully indemnified and held harmless
by Broker-Dealer from and against, any and all claims,
demands, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which may be
incurred by BlackRock or any of the foregoing persons
entitled to indemnification from Broker-Dealer hereunder
arising out of or in connection with the execution of any
transactions in Fund 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 Broker-Dealer. The
indemnification agreement contained in this Paragraph 8
shall survive the termination of this Amendment.
9. Broker-Dealer agrees that payment for orders for the
purchase of Shares will be made in accordance with the terms
of the Prospectus of the Fund. On or before the settlement
date of each purchase order for Shares, Broker-Dealer shall
either (i) remit to an account designated by you with the
Transfer Agent an amount equal to the then current public
offering price of the Shares being purchased less our sales
commission, if any, with respect to such purchase order as
determined by you in accordance with the terms of the
applicable Fund Prospectus, or (ii) remit to an account
designated by you with the Transfer Agent an amount equal to
the applicable public offering price of the Shares being
purchased without deduction for our sales commission, if
any, with respect to such purchase order as determined by
you in accordance with the terms of the applicable Fund
Prospectus [in which case Broker-Dealer's agency commission,
if any, shall be payable to us by you on at least a monthly
basis]. If payment for any purchase order is not received in
accordance with the terms of the applicable Fund Prospectus,
BlackRock reserves the right, without notice, to cancel the
sale and hold Broker-Dealer responsible for any loss
sustained as a result thereof.
10. Certificates for shares sold hereunder shall only be issued
in accordance with the terms of each Portfolio Prospectus
upon our customers' specific request and, upon such request,
shall be promptly delivered to us by the Transfer Agent
unless other arrangements are made by you and us. However,
in making delivery of such share certificates, the Transfer
Agent shall have adequate time to clear any checks drawn for
the payment of Portfolio shares. We acknowledge that the
terms of a Portfolio's Prospectus may provide that
certificates for shares shall not be issued under any
circumstances.
11. We hereby represent and warrant that: (a) we are a
corporation, partnership or other entity duly organized and
validly existing in good standing under the laws of the
jurisdiction in which we are organized; (b) the execution
and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized
by all necessary action and all other authorizations and
approvals (if any) required for our lawful execution and
delivery of this Agreement and our performance hereunder
have been obtained; and (c) upon execution and delivery by
us, and assuming due and valid execution and delivery by
you, this Agreement will constitute a valid and binding
agreement, enforceable against us in accordance with its
terms.
12. We further represent and warrant that we are a member of the
NASD and, with respect to any sales in the United States, we
agree to abide by all of the rules and regulations of the
NASD, including, without limitation, its Rules of Fair
Practice. We agree to comply with all applicable federal and
state laws, rules and regulations including, without
limitation, all suitability requirements applicable to our
customers' share transactions. You agree to inform us, upon
our request, as to the states in which you believe the
shares of respective Portfolios have been qualified for sale
under, or are exempt from the requirements of, the
respective securities laws of such states, but you shall
have no obligation or responsibility to make shares of any
Portfolio available for sale to our customers in any
jurisdiction. We agree to notify you immediately in the
event of our expulsion or suspension from the NASD. Our
expulsion from the NASD will automatically terminate this
Agreement immediately without notice. Our suspension from
the NASD will terminate this Agreement effective immediately
upon your written notice of termination to us.
13. The names and addresses and other information concerning our
customers are and shall remain our sole property, and
neither you nor your affiliates shall use such names,
addresses or other information for any purpose except in
connection with the performance of your duties and
responsibilities hereunder and except for servicing and
informational mailings relating to the Portfolios.
Notwithstanding the foregoing, this Paragraph 14 shall not
prohibit you or any of your affiliates from utilizing for
any purpose the names, addresses or other information
concerning any of our customers if such names, addresses or
other information are obtained in any manner other than from
us pursuant to this Agreement. The provisions of this
Paragraph 14 shall survive the termination of this
Agreement.
14. Neither this Agreement nor the performance of the services
of the respective parties hereunder shall be considered to
constitute an exclusive arrangement, or to create a
partnership, association or joint venture between you and
us. Neither party hereto shall be, act as, or represent
itself as, the agent or representative of the other, nor
shall either party have the right or authority to assume,
create or incur any liability or any obligation of any kind,
express or implied, against or in the name of, or on behalf
of the other party. This Agreement is not intended to, and
shall not, create any rights against either party hereto by
any third party solely on account of this Agreement. Neither
party hereto shall use the name of the other party in any
manner without the other party's prior consent, except as
required by any applicable federal or state law, rule or
regulation, and except pursuant to any promotional programs
mutually agreed upon in writing by the parties hereto.
15. Except as otherwise specifically provided herein, all
notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by
personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt
requested, or by telex, telegram or similar means of same
day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices
to you shall be given or sent to you at your offices located
at 3200 Horizon Drive, King of Prussia, Pennsylvania 19406
and all notices to us shall be given or sent to us at our
address shown below.
16. This Agreement shall become effective only when accepted and
signed by you, and may be terminated immediately, without
prior notice, by either party. This Agreement may be amended
only by a written instrument signed by both parties hereto
and may not be assigned by either party without the prior
written consent of the other party. This Agreement
constitutes the entire agreement and understanding between
the parties hereto relating to the subject matter hereof and
supersedes any and all prior agreements between the parties
relating to said subject matter.
17. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware,
without giving effect to principles of conflicts of laws.
Very truly yours,
_____________________________________
Name of Broker-Dealer (Please Print)
CRD # ______________________________
_____________________________________
____________________________________
Date:_________________ By:________________________
Authorized Officer
__________________________
` (Please Print)
Note: Please sign and return all copies of this Agreement to BLACKROCK
DISTRIBUTORS, INC. Upon acceptance, one countersigned copy will be
returned to you for your files.
Accepted:
BLACKROCK DISTRIBUTORS, INC.
Date:_________________ By:_______________________
Authorized Officer
