EX-99.77Q1 OTHR EXHB 3 MEN_77Q1e.txt BlackRock MuniEnhanced Fund, Inc. File No. 811-05739 Sub-Item No. 77Q1(e) (Investment Advisory Contracts) -- Attachment Attached please find an exhibit to Sub-Item 77Q1(e) of Form N-SAR, a copy of the Closed-End Fund Master Advisory Fee Waiver Agreement between BlackRock MuniEnhanced Fund, Inc. and BlackRock Advisors, LLC. Exhibit 77Q1(e) CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT ---------------------------------------------------- This MASTER ADVISORY FEE WAIVER AGREEMENT (this "Agreement") is made as of --------- the 2nd day of December, 2016, by and among BlackRock Advisors, LLC (the "Adviser") an "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 limited liability company 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"); and ------------ 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. 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. ----------------- 3.1 Term. The term ("Term") of the Fee Waiver with respect to a Fund shall ---- ---- begin on December 2, 2016 (or such other date as agreed to in writing between the Adviser and the Fund) and end with respect to a Fund after 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 - 1 - 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 Advisers (the "Non-Interested Directors")). Neither the Adviser nor a Fund shall be obligated to extend the Fee Waiver with respect to the Fund. 3.2 Termination. 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. ------------- 4.1 Captions. 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. 4.2 Interpretation. 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. 4.3 Limitation 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. 4.4 Definitions. 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. - 2 - IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers as of the day and year first above written. EACH OF THE FUNDS LISTED ON SCHEDULE A ATTACHED HERETO By: /s/ Neal J. Andrews ------------------------------ Name: Neal J. Andrews Title: Chief Financial Officer BLACKROCK ADVISORS, LLC By: /s/ Neal J. Andrews ------------------------------ Name: Neal J. Andrews Title: Managing Director [SIGNATURE PAGE TO CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT] - 3 - SCHEDULE A CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT (DATED AS OF JUNE 7, 2018)
EXPIRATION TICKER FUND DATE ------ ----------------------------------------------------- ------------------ 1. BBN BlackRock Taxable Municipal Bond Trust June 30, 2019 2. BJZ BlackRock California Municipal 2018 Term Trust June 30, 2019 3. BFZ BlackRock California Municipal Income Trust June 30, 2019 4. BHK BlackRock Core Bond Trust June 30, 2019 5. HYT BlackRock Corporate High Yield Fund, Inc. June 30, 2019 6. BTZ BlackRock Credit Allocation Income Trust June 30, 2019 7. DSU BlackRock Debt Strategies Fund, Inc. June 30, 2019 8. BGR BlackRock Energy and Resources Trust June 30, 2019 9. CII BlackRock Enhanced Capital and Income Fund, Inc. June 30, 2019 10. BDJ BlackRock Enhanced Equity Dividend Trust June 30, 2019 11. EGF BlackRock Enhanced Government Fund, Inc. June 30, 2019 12. FRA BlackRock Floating Rate Income Strategies Fund, Inc. December 31, 2018 13. BGT BlackRock Floating Rate Income Trust June 30, 2019 14. BFO BlackRock Florida Municipal 2020 Term Trust June 30, 2019 15. BOE BlackRock Enhanced Global Dividend Trust June 30, 2019 16. BME BlackRock Health Sciences Trust June 30, 2019 17. BKT BlackRock Income Trust, Inc. June 30, 2019 18. BGY BlackRock Enhanced International Dividend Trust June 30, 2019
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EXPIRATION TICKER FUND DATE ------ --------------------------------------------------------- -------------- 19. BKN BlackRock Investment Quality Municipal Trust, Inc. June 30, 2019 20. BLW BlackRock Limited Duration Income Trust June 30, 2019 21. BTA BlackRock Long-Term Municipal Advantage Trust June 30, 2019 22. BZM BlackRock Maryland Municipal Bond Trust June 30, 2019 23. MHE BlackRock Massachusetts Tax-Exempt Trust June 30, 2019 24. BIT BlackRock Multi-Sector Income Trust June 30, 2019 25. MUI BlackRock Muni Intermediate Duration Fund, Inc. June 30, 2019 26. MNE BlackRock Muni New York Intermediate Duration Fund, Inc. June 30, 2019 27. MUA BlackRock MuniAssets Fund, Inc. June 30, 2019 28. BPK BlackRock Municipal 2018 Term Trust June 30, 2019 29. BKK BlackRock Municipal 2020 Term Trust June 30, 2019 30. BBK BlackRock Municipal Bond Trust June 30, 2019 31. BAF BlackRock Municipal Income Investment Quality Trust June 30, 2019 32. BBF BlackRock Municipal Income Investment Trust June 30, 2019 33. BYM BlackRock Municipal Income Quality Trust June 30, 2019 34. BFK BlackRock Municipal Income Trust June 30, 2019 35. BLE BlackRock Municipal Income Trust II June 30, 2019 36. BTT BlackRock Municipal 2030 Target Term Trust June 30, 2019 37. MEN BlackRock MuniEnhanced Fund, Inc. June 30, 2019 38. MUC BlackRock MuniHoldings California Quality Fund, Inc. June 30, 2019 39. MUH BlackRock MuniHoldings Fund II, Inc. June 30, 2019
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EXPIRATION TICKER FUND DATE ------ ----------------------------------------------------- -------------- 40. MHD BlackRock MuniHoldings Fund, Inc. June 30, 2019 41. MFL BlackRock MuniHoldings Investment Quality Fund June 30, 2019 42. MUJ BlackRock MuniHoldings New Jersey Quality Fund, Inc. June 30, 2019 43. MHN BlackRock MuniHoldings New York Quality Fund, Inc. June 30, 2019 44. MUE BlackRock MuniHoldings Quality Fund II, Inc. June 30, 2019 45. MUS BlackRock MuniHoldings Quality Fund, Inc. June 30, 2019 46. MVT BlackRock MuniVest Fund II, Inc. June 30, 2019 47. MVF BlackRock MuniVest Fund, Inc. June 30, 2019 48. MZA BlackRock MuniYield Arizona Fund, Inc. June 30, 2019 49. MYC BlackRock MuniYield California Fund, Inc. June 30, 2019 50. MCA BlackRock MuniYield California Quality Fund, Inc. June 30, 2019 51. MYD BlackRock MuniYield Fund, Inc. June 30, 2019 52. MYF BlackRock MuniYield Investment Fund June 30, 2019 53. MFT BlackRock MuniYield Investment Quality Fund June 30, 2019 54. MIY BlackRock MuniYield Michigan Quality Fund, Inc. June 30, 2019 55. MYJ BlackRock MuniYield New Jersey Fund, Inc. June 30, 2019 56. MYN BlackRock MuniYield New York Quality Fund, Inc. June 30, 2019 57. MPA BlackRock MuniYield Pennsylvania Quality Fund June 30, 2019 58. MQT BlackRock MuniYield Quality Fund II, Inc. June 30, 2019 59. MYI BlackRock MuniYield Quality Fund III, Inc. June 30, 2019 60. MQY BlackRock MuniYield Quality Fund, Inc. June 30, 2019 61. BLJ BlackRock New Jersey Municipal Bond Trust June 30, 2019
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EXPIRATION TICKER FUND DATE ------ ---------------------------------------------------------------- -------------- 62. BNJ BlackRock New Jersey Municipal Income Trust June 30, 2019 63. BLH BlackRock New York Municipal 2018 Term Trust June 30, 2019 64. BQH BlackRock New York Municipal Bond Trust June 30, 2019 65. BSE BlackRock New York Municipal Income Quality Trust June 30, 2019 66. BNY BlackRock New York Municipal Income Trust June 30, 2019 67. BFY BlackRock New York Municipal Income Trust II June 30, 2019 68. -- BlackRock Preferred Partners LLC July 31, 2018 69. BCX BlackRock Resources & Commodities Strategy Trust June 30, 2019 70. BST BlackRock Science and Technology Trust June 30, 2019 71. BUI BlackRock Utilities, Infrastructure & Power Opportunities Trust June 30, 2019 72. BHV BlackRock Virginia Municipal Bond Trust June 30, 2019 73. BSD The BlackRock Strategic Municipal Trust June 30, 2019 74. BGIO BlackRock 2022 Global Income Opportunity Trust/1/ June 30, 2019 75. -- BlackRock Multi-Sector Opportunities Trust/2/ June 30, 2019
-------- /1/ This Agreement was effective with respect to BlackRock 2022 Global Income Opportunity Trust as of February 16, 2017. /2/ This Agreement was effective with respect to BlackRock Multi-Sector Opportunities Trust as of February 22, 2018. - 7 - SCHEDULE B CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT (DATED AS OF DECEMBER 2, 2016) BlackRock Advisors, LLC will waive the management fee with respect to any portion of the Fund's assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock Advisors, LLC or its affiliates. - 8 -