Common use of Background and Purpose Clause in Contracts

Background and Purpose. (a) The BTC Recipients manage a variety of assets, such as bank collective funds, mutual funds, exchange-traded products and separate accounts. (b) State Street specializes in performing for other companies the types of services encompassed by the Service Modules. (c) The purpose of this Agreement is to establish the general terms and conditions applicable to State Street’s provision of certain investment administration, accounting, custody, transfer agency, and related information technology services to the BTC Recipients. (d) Contemporaneous with or following the execution of this Agreement, one or more Service Modules will be executed between State Street and one or more BTC Recipients. (e) Contemporaneous with the execution of this Agreement, State Street and BlackRock Institutional Trust Company, N.A. (“BTC”) will enter into certain license agreements and arrangements within a Service Module (the “License Agreements”), pursuant to which BTC, its Affiliates and certain third parties shall have the right to use certain Intellectual Property of State Street, subject to and in accordance with the terms and conditions set forth therein. (f) State Street and certain BTC Recipients are parties to the agreements listed in Exhibit H hereto (the “Legacy Services Agreements”), pursuant to which State Street has provided certain Services, which Legacy Services Agreements State Street and such BTC Recipients desire to terminate in accordance with the terms hereof. Master Services Agreement 3 BTC | State Street CONFIDENTIAL

Background and Purpose. (a) The BTC Recipients manage a variety of assets, such as bank collective funds, mutual funds, exchange-traded products and separate accounts. (b) State Street specializes in performing for other companies the types of services encompassed by the Service Modules. (c) The purpose of this Agreement is to establish the general terms and conditions applicable to State Street’s provision of certain investment administration, accounting, custody, transfer agency, and related information technology services to the BTC Recipients. (d) Contemporaneous with or following the execution of this Agreement, one or more Service Modules will be executed between State Street and one or more BTC Recipients. (e) Contemporaneous with the execution of this Agreement, State Street and BlackRock Institutional Trust Company, N.A. (“BTC”) will enter into certain license agreements and arrangements within a Service Module (the “License Agreements”), pursuant to which BTC, its Affiliates and certain third parties shall have the right to use certain Intellectual Property of State Street, subject to and in accordance with the terms and conditions set forth therein. (f) State Street and certain BTC Recipients are parties to the agreements listed in Exhibit H hereto (the “Legacy Services Agreements”), pursuant to which State Street has provided certain Services, which Legacy Services Agreements State Street and such BTC Recipients desire to terminate in accordance with the terms hereof. Master Services Agreement 3 BTC | State Street CONFIDENTIAL.

Background and Purpose. (a) The BTC BFA Recipients manage a variety of assets, such as bank collective funds, mutual funds, exchange-traded products and separate accounts. (b) State Street specializes in performing for other companies the types of services encompassed by the Service Modules. (c) The purpose of this Agreement is to establish the general terms and conditions applicable to State Street’s provision of certain investment administration, accounting, custody, transfer agency, and related information technology services to the BTC BFA Recipients. (d) Contemporaneous with or following the execution of this Agreement, one or more Service Modules will be executed between State Street and one or more BTC BFA Recipients, which will replace any prior Service Modules. (e) The prior Service Modules shall be terminated with respect to such BFA Recipients. (ef) Contemporaneous with the execution of this Agreement, State Street and BlackRock Institutional Trust Company, N.A. Fund Advisors (“BTCBFA”) will enter into certain amended and restated license agreements and arrangements within a Service Module (the “License Agreements”), pursuant to which BTCBFA, its Affiliates and certain third parties shall have the right to use certain Intellectual Property of State Street, subject to and in accordance with the terms and conditions set forth therein. (fg) State Street and certain BTC BFA Recipients are parties to the agreements listed in Exhibit H J hereto (the “Legacy Services Agreements”), pursuant to which State Street has provided certain Services, which Legacy Services Agreements State Street and such BTC BFA Recipients desire to terminate in accordance with the terms hereof. With respect to those Parties entering into this Agreement, the Parties agree that any prior master services Information Classification: Confidential Master Services Agreement 3 BTC BFA | State Street CONFIDENTIALCONFIDENTIAL agreement, including (i) the March 3, 2008 agreement as entered into by the May 15, 2008 or any other Participation Agreement or (ii) the April 11, 2011 master services agreement by and among certain of the Parties hereto, including all applicable Service Modules, are hereby terminated in their entirety.

Background and Purpose. (a) The BTC BGI Recipients manage a variety of assets, such as bank collective funds, mutual funds, exchange-traded products and separate accounts. (b) State Street specializes in performing for other companies the types of services encompassed by the Service Modules. (c) The purpose of this Agreement is to establish the general terms and conditions applicable to State Street’s 's provision of certain investment administration, accounting, custody, transfer agency, and related information technology services to the BTC BGI Recipients. (d) Contemporaneous with or following the execution of this Agreement, one or more Service Modules will be executed between State Street and one or more BTC BGI Recipients. (e) Contemporaneous with the execution of this Agreement, State Street and BlackRock Institutional Trust CompanyBarclays Global Investors, N.A. (“BTC”"BGI") will enter into certain license agreements and arrangements within a Service Module (the “"License Agreements”"), pursuant to which BTCBGI, its Affiliates and certain third parties shall have the right to use certain Intellectual Property of State Street, subject to and in accordance with the terms and conditions set forth therein. (f) State Street and certain BTC BGI Recipients are parties to the agreements listed in Exhibit H J hereto (the “"Legacy Services Agreements”"), pursuant to which State Street has provided certain Services, which Legacy Services Agreements State Street and such BTC BGI Recipients desire to terminate in accordance with the terms hereof. Master Services Agreement 3 BTC | State Street CONFIDENTIAL.

Background and Purpose. (a) The BTC Recipients manage a variety of assets, such as bank collective funds, mutual funds, exchange-traded products and separate accounts. (b) State Street specializes in performing for other companies the types of services encompassed by the Service Modules. (c) The purpose of this Agreement is to establish the general terms and conditions applicable to State Street’s 's provision of certain investment administration, accounting, custody, transfer agency, and related information technology services to the BTC Recipients. (d) Contemporaneous with or following the execution of this Agreement, one or more Service Modules will be executed between State Street and one or more BTC Recipients. (e) Contemporaneous with the execution of this Agreement, State Street and BlackRock Institutional Trust Company, N.A. (“"BTC”") will enter into certain license agreements and arrangements within a Service Module (the “"License Agreements”"), pursuant to which BTC, its Affiliates and certain third parties shall have the right to use certain Intellectual Property of State Street, subject to and in accordance with the terms and conditions set forth therein. (f) State Street and certain BTC Recipients are parties to the agreements listed in Exhibit H J hereto (the “"Legacy Services Agreements”"), pursuant to which State Street has provided certain Services, which Legacy Services Agreements State Street and such BTC Recipients desire to terminate in accordance with the terms hereof. Master Services Agreement 3 BTC | State Street CONFIDENTIALStreet