Blackrock Muniholdings New York Quality Fund, Inc. Sample Contracts

W I T N E S S E T H: ----------------------------
Investment Advisory Agreement • September 16th, 1997 • Muniholdings New York Insured Fund Inc • New York
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PURCHASE AGREEMENT ------------------
Purchase Agreement • September 16th, 1997 • Muniholdings New York Insured Fund Inc • Maryland
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Broker-Dealer Agreement • September 24th, 1997 • Muniholdings New York Insured Fund Inc • New York
AUCTION AGENT AGREEMENT
Auction Agent Agreement • September 24th, 1997 • Muniholdings New York Insured Fund Inc • New York
EXHIBIT (K) THE BANK OF NEW YORK STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • September 16th, 1997 • Muniholdings New York Insured Fund Inc • New York
BLACKROCK MUNIHOLDINGS NEW YORK QUALITY FUND, INC. (the “Fund”) File No. 811-08217 Item G.1.b.iii: New or amended investment advisory contracts
Advisory Fee Waiver Agreement • January 25th, 2019 • Blackrock Muniholdings New York Quality Fund, Inc.

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”).

WITNESSETH:
Custody Agreement • September 16th, 1997 • Muniholdings New York Insured Fund Inc • New York
Closed-End Funds Listed on Annex A New York, NY 10055
Investment Management Agreement • June 16th, 2011 • Blackrock Muniholdings New York Quality Fund, Inc. • New York

This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."

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