EX-99.(G)(5) 3 f4017d3.htm AMENDED AND RESTATED MASTER ADVISORY FEE WAIVER AGREEMENT PDFtoHTML Conversion Output

Exhibit (g)(5)

Amended and Restated Master Advisory Fee Waiver Agreement

This AMENDED AND RESTATED MASTER ADVISORY FEE WAIVER AGREEMENT (this "Agreement") is made as of December 1, 2019, by and among BlackRock Advisors, LLC (the "Adviser") and each investment company listed on Schedule A attached hereto (each, a "Fund").

WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management company, and is organized as a statutory trust under the laws of the State of Delaware, a business trust under the laws of the Commonwealth of Massachusetts or a corporation under the laws of the State of Maryland;

WHEREAS, the Adviser and each Fund are parties to investment advisory agreements (the "Advisory Agreements"), pursuant to which the Adviser provides investment advisory services to each Fund in consideration of compensation as set forth in each Advisory Agreement (the "Advisory Fee");

WHEREAS, the Adviser has determined that it is appropriate and in the best interests of each Fund and its interestholders to waive part of each Fund's Advisory Fee as set forth in Schedule B attached hereto (the "Fee Waiver"). Each Fund and the Adviser, therefore, have entered into this Agreement in order to effect the Fee Waiver for each Fund at the level specified in Schedule B attached hereto on the terms and conditions set forth in this Agreement; and

WHEREAS, effective December 1, 2019, this Agreement replaces the Master Advisory Fee Waiver Agreement, dated as of December 2, 2016.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Contractual Fee Waiver. During the Term (as defined in Section 3 below), the Adviser shall waive a portion of its Advisory Fee with respect to each Fund as set forth in Schedule B attached hereto.

2.Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude an Adviser from contractually waiving other fees and/or reimbursing expenses of any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion, deems reasonable or appropriate. Any such voluntary waiver or voluntary expense reimbursement may be modified or terminated by the Adviser at any time in its sole and absolute discretion without the approval of the Fund's Board of Trustees or Board of Directors, as the case may be.

3.Term; Termination.

3.1Term. This Agreement shall continue in effect with respect to each Fund until the close of business on the date set forth on Schedule A (or such other date as agreed to in writing between the Adviser and the Fund) unless the Fee Waiver is earlier terminated in accordance with

Section 3.2. The Term of the Fee Waiver with respect to a Fund may be continued from year to year thereafter provided that each such continuance is specifically approved by the Adviser and the Fund (including with respect to the Fund, a majority of the Fund's Trustees or Directors, as the case may be, who are not "interested persons," as defined in the 1940 Act, of the Fund (the "Non-Interested Directors")). Neither the Adviser nor a Fund shall be obligated to extend the Fee Waiver with respect to the Fund.

3.2Termination. This Agreement may be terminated prior to expiration by any Fund with respect to such Fund without payment of any penalty, upon 90 days' prior written notice to the

Adviser at its principal place of business (or at an earlier date as may be agreed to by both parties); provided that, such action shall be authorized by resolution of a majority of the Non- Interested Directors of such Fund or by a vote of a majority of the outstanding voting securities of such Fund.

4.Miscellaneous.

4.1Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2Interpretation. Nothing herein contained shall be deemed to require a Fund to take any action contrary to the Fund's Declaration of Trust or Articles of Incorporation, as the case may be, or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Fund's Board of Trustees or Board of Directors, as the case may be, of its responsibility for and control of the conduct of the affairs of the Fund.

4.3Limitation of Liability. The obligations and expenses incurred, contracted for or

otherwise existing with respect to a Fund shall be enforced against the assets of such Fund and not against the assets of any other Fund.

4.4Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the computations of average daily net assets or of any Advisory Fee, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the relevant Advisory Agreement between the Adviser and the Fund or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act, as applicable, and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such Court, by rules, regulations or orders of the Securities and Exchange Commission ("SEC") issued pursuant to the 1940 Act. In addition, if the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, that provision will be deemed to incorporate the effect of that rule, regulation or order. Otherwise the provisions of this Agreement will be interpreted in accordance with the substantive laws of the State of New York.

4.5Business Trusts. With respect to a Fund which is a business trust, this Agreement is executed by or on behalf of the trustees of the Fund solely in their capacity as such trustees, and shall not constitute their personal obligation either jointly or severally in their individual

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capacities. In accordance with the Fund's charter, no trustee, shareholder, officer, employee or agent of the Fund shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise under this Agreement and the Fund shall be solely liable therefor; all parties hereto shall look solely to the Fund property for the payment of any claim, or the performance of any obligation, hereunder.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

EACH OF THE FUNDS LISTED ON

SCHEDULE A ATTACHED HERETO

By: /s/ John M. Perlowski

Name: John M. Perlowski

Title: President and Chief Executive

Officer

BLACKROCK ADVISORS, LLC

By: /s/ Neal J. Andrews

Name: Neal J. Andrews

Title: Managing Director

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SCHEDULE A

Amended and Restated Master Advisory Fee Waiver Agreement

(Dated as of December 1, 2019)

 

TICKER

FUND

EXPIRATION

 

DATE

 

 

 

1.

BBN

BlackRock Taxable Municipal Bond Trust

June 30, 2021

 

 

 

 

2.

BFZ

BlackRock California Municipal Income Trust

June 30, 2021

 

 

 

 

3.

BHK

BlackRock Core Bond Trust

June 30, 2021

 

 

 

 

4.

HYT

BlackRock Corporate High Yield Fund, Inc.

June 30, 2021

 

 

 

 

5.

BTZ

BlackRock Credit Allocation Income Trust

June 30, 2021

 

 

 

 

6.

DSU

BlackRock Debt Strategies Fund, Inc.

June 30, 2021

 

 

 

 

7.

BGR

BlackRock Energy and Resources Trust

June 30, 2021

 

 

 

 

8.

CII

BlackRock Enhanced Capital and Income Fund, Inc.

June 30, 2021

 

 

 

 

9.

BDJ

BlackRock Enhanced Equity Dividend Trust

June 30, 2021

 

 

 

 

10.

EGF

BlackRock Enhanced Government Fund, Inc.

June 30, 2021

 

 

 

 

11.

FRA

BlackRock Floating Rate Income Strategies Fund, Inc.

June 30, 2021

 

 

 

 

12.

BGT

BlackRock Floating Rate Income Trust

June 30, 2021

 

 

 

 

13.

BFO

BlackRock Florida Municipal 2020 Term Trust

June 30, 2021

 

 

 

 

14.

BOE

BlackRock Enhanced Global Dividend Trust

June 30, 2021

 

 

 

 

15.

BME

BlackRock Health Sciences Trust

June 30, 2021

 

 

 

 

16.

BKT

BlackRock Income Trust, Inc.

June 30, 2021

 

 

 

 

17.

BGY

BlackRock Enhanced International Dividend Trust

June 30, 2021

 

 

 

 

18.

BKN

BlackRock Investment Quality Municipal Trust, Inc.

June 30, 2021

 

 

 

 

19.

BLW

BlackRock Limited Duration Income Trust

June 30, 2021

 

 

 

 

20.

BTA

BlackRock Long-Term Municipal Advantage Trust

June 30, 2021

 

 

 

 

21.

BZM

BlackRock Maryland Municipal Bond Trust

June 30, 2021

 

 

 

 

22.

MHE

BlackRock Massachusetts Tax-Exempt Trust

June 30, 2021

 

 

 

 

 

 

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TICKER

FUND

EXPIRATION

 

DATE

 

 

 

23.

BIT

BlackRock Multi-Sector Income Trust

June 30, 2021

 

 

 

 

24.

MUI

BlackRock Muni Intermediate Duration Fund, Inc.

June 30, 2021

 

 

 

 

25.

MNE

BlackRock Muni New York Intermediate Duration Fund,

June 30, 2021

 

 

Inc.

 

26.

MUA

BlackRock MuniAssets Fund, Inc.

June 30, 2021

 

 

 

 

27.

BKK

BlackRock Municipal 2020 Term Trust

June 30, 2021

 

 

 

 

28.

BBK

BlackRock Municipal Bond Trust

June 30, 2021

 

 

 

 

29.

BAF

BlackRock Municipal Income Investment Quality Trust

June 30, 2021

 

 

 

 

30.

BBF

BlackRock Municipal Income Investment Trust

June 30, 2021

 

 

 

 

31.

BYM

BlackRock Municipal Income Quality Trust

June 30, 2021

 

 

 

 

32.

BFK

BlackRock Municipal Income Trust

June 30, 2021

 

 

 

 

33.

BLE

BlackRock Municipal Income Trust II

June 30, 2021

 

 

 

 

34.

BTT

BlackRock Municipal 2030 Target Term Trust

June 30, 2021

 

 

 

 

35.

MEN

BlackRock MuniEnhanced Fund, Inc.

June 30, 2021

 

 

 

 

36.

MUC

BlackRock MuniHoldings California Quality Fund, Inc.

June 30, 2021

 

 

 

 

37.

MUH

BlackRock MuniHoldings Fund II, Inc.

June 30, 2021

 

 

 

 

38.

MHD

BlackRock MuniHoldings Fund, Inc.

June 30, 2021

 

 

 

 

39.

MFL

BlackRock MuniHoldings Investment Quality Fund

June 30, 2021

 

 

 

 

40.

MUJ

BlackRock MuniHoldings New Jersey Quality Fund, Inc.

June 30, 2021

 

 

 

 

41.

MHN

BlackRock MuniHoldings New York Quality Fund, Inc.

June 30, 2021

 

 

 

 

42.

MUE

BlackRock MuniHoldings Quality Fund II, Inc.

June 30, 2021

 

 

 

 

43.

MUS

BlackRock MuniHoldings Quality Fund, Inc.

June 30, 2021

 

 

 

 

44.

MVT

BlackRock MuniVest Fund II, Inc.

June 30, 2021

 

 

 

 

45.

MVF

BlackRock MuniVest Fund, Inc.

June 30, 2021

 

 

 

 

46.

MZA

BlackRock MuniYield Arizona Fund, Inc.

June 30, 2021

 

 

 

 

47.

MYC

BlackRock MuniYield California Fund, Inc.

June 30, 2021

 

 

 

 

48.

MCA

BlackRock MuniYield California Quality Fund, Inc.

June 30, 2021

 

 

 

 

49.

MYD

BlackRock MuniYield Fund, Inc.

June 30, 2021

 

 

 

 

50.

MYF

BlackRock MuniYield Investment Fund

June 30, 2021

 

 

 

 

51.

MFT

BlackRock MuniYield Investment Quality Fund

June 30, 2021

 

 

 

 

52.

MIY

BlackRock MuniYield Michigan Quality Fund, Inc.

June 30, 2021

 

 

 

 

53.

MYJ

BlackRock MuniYield New Jersey Fund, Inc.

June 30, 2021

 

 

 

 

54.

MYN

BlackRock MuniYield New York Quality Fund, Inc.

June 30, 2021

 

 

 

 

 

 

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TICKER

FUND

EXPIRATION

 

DATE

 

 

 

55.

MPA

BlackRock MuniYield Pennsylvania Quality Fund

June 30, 2021

 

 

 

 

56.

MQT

BlackRock MuniYield Quality Fund II, Inc.

June 30, 2021

 

 

 

 

57.

MYI

BlackRock MuniYield Quality Fund III, Inc.

June 30, 2021

 

 

 

 

58.

MQY

BlackRock MuniYield Quality Fund, Inc.

June 30, 2021

 

 

 

 

59.

BQH

BlackRock New York Municipal Bond Trust

June 30, 2021

 

 

 

 

60.

BSE

BlackRock New York Municipal Income Quality Trust

June 30, 2021

 

 

 

 

61.

BNY

BlackRock New York Municipal Income Trust

June 30, 2021

 

 

 

 

62.

BFY

BlackRock New York Municipal Income Trust II

June 30, 2021

 

 

 

 

63.

BCX

BlackRock Resources & Commodities Strategy Trust

June 30, 2021

 

 

 

 

64.

BST

BlackRock Science and Technology Trust

June 30, 2021

 

 

 

 

65.

BUI

BlackRock Utilities, Infrastructure & Power Opportunities

June 30, 2021

 

 

Trust

 

66.

BHV

BlackRock Virginia Municipal Bond Trust

June 30, 2021

 

 

 

 

67.

BSD

The BlackRock Strategic Municipal Trust

June 30, 2021

 

 

 

 

68.

BGIO

BlackRock 2022 Global Income Opportunity Trust

June 30, 2021

 

 

 

 

69.

--

BlackRock Multi-Sector Opportunities Trust

June 30, 2021

 

 

 

 

70.

--

BlackRock Multi-Sector Opportunities Trust II

June 30, 2021

 

 

 

 

71.

--

BlackRock Credit Strategies Fund

June 30, 2021

 

 

 

 

72.

BSTZ

BlackRock Science and Technology Trust II

June 30, 2021

 

 

 

 

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Schedule B

Amended and Restated Master Advisory Fee Waiver Agreement

(Dated as of December 1, 2019)

BlackRock Advisors, LLC will waive its investment advisory fees with respect to any portion of the Fund's assets estimated to be attributable to investments in equity and fixed- income mutual funds and exchange-traded funds managed by BlackRock Advisors, LLC or its affiliates.

In addition, BlackRock Advisors, LLC will waive its investment advisory fees by the amount of investment advisory fees the Fund pays to BlackRock Advisors, LLC or its affiliates indirectly through its investment in money market funds advised by BlackRock Advisors, LLC or its affiliates.

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