JOINT
FIDELITY BOND AGREEMENT BY AND AMONG
THE
FUNDS IN THE BLACKROCK EQUITY-LIQUIDITY COMPLEX
JOINT
FIDELITY BOND AGREEMENT (the “Agreement”), dated as of November 1, 2007, by and
among the funds (each, a “Fund” and collectively, the “Funds”) in the BlackRock
Equity-Liquidity Complex listed on Schedule A attached hereto, as the same may
be amended from time to time, all of which are named insureds on a certain
fidelity bond underwritten by Vigilant Insurance Company (“Vigilant”), a member
of the Chubb Group of Insurance Companies, covering certain acts relating to the
Funds (the “Bond”).
W
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WHEREAS, each of the Funds is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”);
WHEREAS, by the terms of Rule 17g-1
under the 1940 Act, the Funds are required to provide and to maintain in effect
a bond against larceny and embezzlement by their officers and
employees. By the terms of the rule, the Funds are authorized to
secure the Bond that names all of the Funds as insureds;
WHEREAS, Rule 17g-1(f) under the 1940
Act requires that a registered management investment company named as an insured
on a joint fidelity bond enter into a certain agreement with the other named
insureds;
WHEREAS, a majority of the Board of
Directors/Trustees (collectively, the “Board,” the members of which are referred
to as “Directors”) of each Fund who are not “interested persons” as defined in
Section 2(a)(19) of the 1940 Act have given due consideration to all factors
relevant to the form, amount and ratable allocation of premiums of such Bond,
and the majority of such Directors have approved the amount, type, form and
coverage of the Bond and the portion of the premium payable with respect to each
Fund; and
WHEREAS, the Board has determined that
the allocation of the proceeds payable under the Bond as set forth herein (which
takes into account the extent to which the share of the premium allocated to
each Fund is less than the premium the Fund would have had to pay if it had
provided and maintained a single insured bond) is equitable with respect to each
Fund and that each Fund will benefit from its respective participation in the
Bond in compliance with this Rule.
NOW, THEREFORE, in consideration of the
mutual premises and covenants herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, it is agreed by and
between the Funds hereto as follows:
1.
Joint Insured
Bond
.
The
Funds have procured from Vigilant, a reputable fidelity insurance company, the
Bond insuring each Fund against larceny and embezzlement of its securities and
funds by such of its officers and employees who may, singly or jointly with
others,
have
access to such securities or funds, directly or through authority to draw upon
such funds or to direct generally the disposition of such
securities. The Bond names each Fund as an insured, and complies with
the requirements established by Rule 17g-1 under the 1940 Act.
2.
Amount.
The
Bond is in an amount based upon the total assets of each Fund, equal to or in
excess of the aggregate of the minimum coverage required for each of the Funds
under Rule 17g-1. The minimum coverage required for a Fund under Rule
17g-1(d)(1) shall be referred to herein as the “Minimum Coverage
Amount”.
3.
Ratable Allocation of
Premium.
Each Fund will pay the percentage of the premium due
under the Bond which is proportionate to the ratio of its Minimum Coverage
Amount to the aggregate amount of the Minimum Coverage Amounts for all of the
Funds.
4.
Ratable Allocation of
Proceeds.
(a) In
the event any recovery under the Bond is received as a result of a loss
sustained by any of the Funds, then each Fund sustaining such loss shall receive
an equitable and proportionate share of the recovery, said proportion to be
established by the ratio that the claim bears to the total amount claimed by all
participants, but at least equal to the amount which each such Fund would have
received had it provided and maintained a single insured bond with the Minimum
Coverage Amount.
(b) If
the recovery is inadequate to indemnify fully each such Fund sustaining a loss,
the recovery shall be allocated among such Funds as follows:
(i) Each
Fund sustaining a loss shall be allocated an amount equal to the lesser of its
actual loss or the Minimum Coverage Amount.
(ii) The
remaining portion of the proceeds shall be allocated to each Fund sustaining a
loss not fully covered by the allocation under subparagraph (i) in the
proportion that each such Fund’s gross assets as of the end of its fiscal
quarter preceding the loss bears to the sum of the gross assets of all such
Funds. If such allocation would result in any Fund sustaining a loss
receiving a portion of the recovery in excess of the loss actually sustained by
such Fund, the aggregate of such excess portions shall be allocated among the
other Funds whose losses would not be fully indemnified in the same proportion
as each such Fund’s gross assets bear to the sum of the gross assets of all
Funds entitled to receive a share of the excess (both determined as of the
fiscal quarter of each Fund preceding the loss). Any allocation in
excess of a loss actually sustained by any such Fund shall be reallocated in the
same manner.
5.
Claims and
Settlements.
Each Fund shall, within ten days after the making of any
claim under the Bond, provide the other Funds with written notice of the amount
and nature of such claim. Each Fund shall, within ten days after the
receipt thereof, provide the other Funds with written notice of the terms of
settlement of any claim made under the Bond by such Fund.
6.
Modification and
Amendments.
(a) If a Fund shall
determine that the coverage required by Rule 17g-1 for such Fund has changed, or
that the amount of the total coverage allocated to such Fund should otherwise be
modified, it shall so notify the other Funds setting forth the modification
which it believes to be appropriate, and the proposed treatment of any increased
or return premium.
(b) Within 60 days after
such notice, the Funds shall seek the approval required by Rule 17g-1, and if
approvals are obtained, shall effect an amendment to this Agreement and the
Bond. Any Fund may terminate this Agreement (except with respect to
losses occurring prior to such withdrawal) by giving at least 60 days’ written
notice to the other Funds. The Fund(s) terminating the Agreement
shall thereafter be removed as a named insured in accordance with Rule 17g-1 and
the Fund(s) shall be entitled to receive the pro rata portion of any
return of premium paid to the insurance company.
(c) This Agreement is
intended to cover all entities insured under the Bond. Any insured
under the Bond that is not currently listed on Schedule A hereto may be added to
this Agreement by a written amendment. The Funds hereby consent to
additional registered investment companies advised by BlackRock Advisors, LLC
and its affiliates being named as an insured under the Bond and the
Agreement.
7.
Limitation of Liability for
Massachusetts business trusts.
The Declaration of Trust for each Fund
listed on Schedule A hereto that is organized as a Massachusetts business trust
(each, a “Massachusetts Trust”) is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of such
Massachusetts Trusts by the Trust’s Chief Executive Officer and not individually
and the obligations imposed upon each Massachusetts Trust by this Agreement are
not binding upon any of the Massachusetts Trust’s respective Board members,
officers or shareholders individually but are binding only upon the assets and
property of such Massachusetts Trust.
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8.
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No
Assignment.
This Agreement is not
assignable.
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9.
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Counterparts.
This
Agreement may be executed in any number of
counterparts
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which
together shall constitute a single
instrument.
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10.
Governing
Law.
The Agreement shall be construed in accordance with the
laws of the State of New York.
11.
Notices.
All
Notices and other communications hereunder shall be in writing and shall be
addressed to the appropriate Fund at 40 East 52
nd
Street,
New York, New York 10022.
IN WITNESS WHEREOF, each Fund has
caused the foregoing instrument to be executed by their duly authorized
officers, all as of the day and the year first above written.
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/s/ Donald C.
Burke
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Name:
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Donald
C. Burke
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Title:
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Chief
Executive Officer of each Fund listed on Schedule A
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SCHEDULE
A
BlackRock
Financial Institutions Series Trust
BlackRock
Summit Cash Reserves Fund
BlackRock
Funds
SM
BlackRock
All-Cap Global Resources Portfolio
BlackRock
Asset Allocation Portfolio
BlackRock
Aurora Portfolio
BlackRock
Capital Appreciation Portfolio
BlackRock
Exchange Portfolio
BlackRock
Global Opportunities Portfolio
BlackRock
Global Resources Portfolio
BlackRock
Global Science & Technology Opportunities Portfolio
BlackRock
Health Sciences Opportunities Portfolio
BlackRock
Index Equity Portfolio
BlackRock
International Opportunities Portfolio
BlackRock
Mid-Cap Growth Equity Portfolio
BlackRock
Mid-Cap Value Equity Portfolio
BlackRock
Money Market Portfolio
BlackRock
Municipal Money Market Portfolio
BlackRock
New Jersey Municipal Money Market Portfolio
BlackRock
North Carolina Municipal Money Market Portfolio
BlackRock
Ohio Municipal Money Market Portfolio
BlackRock
Pennsylvania Municipal Money Market Portfolio
BlackRock
Small Cap Core Equity Portfolio
BlackRock
Small Cap Growth Equity Portfolio
BlackRock
Small Cap Value Equity Portfolio
BlackRock
Small/Mid-Cap Growth Portfolio
BlackRock
U.S. Opportunities Portfolio
BlackRock
U.S. Treasury Money Market Portfolio
BlackRock
Virginia Municipal Money Market Portfolio
BlackRock
Global Emerging Markets Fund, Inc.
BlackRock
Global Financial Services Fund, Inc.
BlackRock
Healthcare Fund, Inc.
BlackRock
Index Funds, Inc.
International
Index Fund
S&P
500 Index Fund
Small Cap
Index Fund
BlackRock
Large Cap Series Funds, Inc.
BlackRock
Large Cap Core Fund
BlackRock
Large Cap Core Plus Fund
BlackRock
Large Cap Core Retirement Portfolio
BlackRock
Large Cap Growth Fund
BlackRock
Large Cap Growth Retirement Portfolio
BlackRock
Large Cap Value Fund
BlackRock
Large Cap Value Retirement Portfolio
BlackRock
Latin America Fund, Inc.
BlackRock
Liquidity Funds
California
Money Fund
Federal
Trust Fund
FedFund
MuniCash
MuniFund
New York
Money Fund
TempCash
TempFund
T-Fund
Treasury
Trust Fund
BlackRock
Master LLC
BlackRock
Master International Portfolio
BlackRock
Master Small Cap Growth Portfolio
BlackRock
Pacific Fund, Inc.
BlackRock
Series, Inc.
BlackRock
International Fund
BlackRock
Small Cap Growth Fund II
BlackRock
Technology Fund, Inc.
CMA
Government Securities Fund
CMA
Money Fund
CMA
Multi-State Municipal Series Trust
CMA
Arizona Municipal Money Fund
CMA
California Municipal Money Fund
CMA
Connecticut Municipal Money Fund
CMA
Florida Municipal Money Fund
CMA
Massachusetts Municipal Money Fund
CMA
Michigan Municipal Money Fund
CMA New
Jersey Municipal Money Fund
CMA New
York Municipal Money Fund
CMA North
Carolina Municipal Money Fund
CMA Ohio
Municipal Money Fund
CMA
Pennsylvania Municipal Money Fund
CMA
Tax-Exempt Fund
CMA
Treasury Fund
Global
Financial Services Master LLC
Master
Government Securities LLC
Master
Institutional Money Market LLC
ML
Government Portfolio
ML
Institutional Portfolio
ML
Institutional Tax-Exempt Portfolio
ML
Premier Institutional Portfolio
ML
Treasury Portfolio
Master
Large Cap Series LLC
Master
Large Cap Core Portfolio
Master
Large Cap Growth Portfolio
Master
Large Cap Value Portfolio
Master
Money LLC
Master
Tax-Exempt LLC
Master
Treasury LLC
Merrill
Lynch Funds for Institutions Series
Merrill
Lynch Government Fund
Merrill
Lynch Institutional Fund
Merrill
Lynch Institutional Tax-Exempt Fund
Merrill
Lynch Premier Institutional Fund
Merrill
Lynch Select Institutional Fund
Merrill
Lynch Treasury Fund
Merrill
Lynch Ready Assets Trust
Merrill
Lynch Retirement Series Trust
Merrill
Lynch Retirement Reserves Money Fund
Merrill
Lynch U.S. Treasury Money Fund
Merrill
Lynch U.S.A. Government Reserves
Quantitative
Master Series LLC
Master
Core Bond Enhanced Index Series
Master
Enhanced International Series
Master
Enhanced S&P 500 Series
Master
Enhanced Small Cap Series
Master
Extended Market Index Series
Master
International Index Series
Master
Mid Cap Index Series
Master
S&P 500 Index Series
Master
Small Cap Index Series
WCMA
Government Securities Fund
WCMA
Money Fund
WCMA
Tax-Exempt Fund
WCMA
Treasury Fund