BlackRock Utility & Infrastructure Trust Sample Contracts

Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an

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SUB-PLACEMENT AGENT AGREEMENT BlackRock Investments, LLC
Sub-Placement Agent Agreement • October 15th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

From time to time BlackRock Investments, LLC (the “Distributor,” “we” or “us”) will act as manager of registered at-the-market offerings by BlackRock Utilities, Infrastructure & Power Opportunities Trust, a Delaware statutory trust (the “Fund”), of up to 5,000,000 common shares (the “Shares”) of beneficial interest, par value $0.001 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through or to the Distributor, as sales agent and/or principal, the Shares (the “Distribution Agreement”).

MASTER CUSTODIAN AGREEMENT Between Each BlackRock Entity Listed in Appendix A And State Street Bank and Trust Company Dated as of December 31, 2018
Master Custodian Agreement • August 14th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

This Agreement is made as of December 31, 2018 (this “Agreement”), between each BlackRock entity identified on Appendix A and each BlackRock entity which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

BLACKROCK UTILITIES, INFRASTRUCTURE AND POWER OPPORTUNITIES TRUST (the “Fund”) File No. 811-22606 Item G.1.b.iii: New or amended investment advisory contracts
Advisory Fee Waiver Agreement • March 18th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust

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”).

AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 13th, 2020 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

This AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT dated July 1, 2019 (this “Agreement”), among BlackRock Utilities, Infrastructure & Power Opportunities Trust, a Delaware statutory trust (the “Trust”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, dated November ____, 2011, between BlackRock Utility and Infrastructure Trust (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

SEVENTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • April 29th, 2021 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

This Seventh Amended and Restated Agreement, dated as of January 1, 2021, between each investment company, severally and not jointly, identified on Schedule A, as such schedule may be amended from time to time (each a “Client”), acting on behalf of itself or the funds listed on Schedule A hereto and any future series of a Client (each, a “Fund”), by and through BlackRock Advisors, LLC (“BlackRock”), not in its individual capacity but as agent and investment advisor, and BlackRock Investment Management, LLC (the “Lending Agent”), a Delaware limited liability company.

BLACKROCK UTILITY AND INFRASTRUCTURE TRUST AGREEMENT AND DECLARATION OF TRUST Dated as of August 25, 2011
Agreement and Declaration of Trust • October 26th, 2011 • BlackRock Utility & Infrastructure Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 25th day of August, 2011 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT Between Each BlackRock Management Investment Company Listed in Schedule A And State Street Bank and Trust Company Dated as of December 31, 2018
Administration and Fund Accounting Services Agreement • August 14th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

This Administration and Fund Accounting Services Agreement (“Agreement”) dated and effective as of December 31, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, together with each management investment company which becomes a party to this Agreement in accordance with the terms hereof (each a “Fund” and collectively, the “Funds”).

Amended and Restated Master Advisory Fee Waiver Agreement
Master Advisory Fee Waiver Agreement • April 27th, 2020 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

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”).

Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • August 14th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • Massachusetts

This Transfer Agency Agreement (this “Agreement”) is made as of January 1, 2015, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 15th, 2019 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • New York

This DISTRIBUTION AGREEMENT (the “Agreement”) is made as of October 10, 2019 by and between BlackRock Utilities, Infrastructure & Power Opportunities Trust, a Delaware statutory trust (the “Trust”), and BlackRock Investments, LLC, a Delaware limited liability company (the “Distributor”).

Amended and Restated Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • April 29th, 2021 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • Massachusetts

This Amended and Restated Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

BLACKROCK CLOSED-END RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • March 3rd, 2022 • BlackRock Utilities, Infrastructure & Power Opportunities Trust • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 26, 2022 (the “Effective Date”), is made by and between each registered investment company listed on Schedule A hereto, on behalf of its portfolio series, as applicable (each, an “Acquiring Fund”) and each BlackRock closed-end registered investment company listed on Schedule B hereto (each, an “Acquired Fund”), each severally and not jointly.

CUSTODY AGREEMENT
Custody Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, dated as of October 12, 2011 between BlackRock Utility and Infrastructure Trust, a statutory trust formed and existing under the laws of the State of Delaware having its principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust

THIS AGREEMENT is made as of October 12, 2011 by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY MELLON”), and BlackRock Utility and Infrastructure Trust, a Delaware statutory trust (the “Fund”). All capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest (the “Common Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 26th, 2011 • BlackRock Utility & Infrastructure Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 10th day of October 2011, between BlackRock Utility and Infrastructure Trust, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Holdco 2, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT made as of October 12, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2011, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and BlackRock Advisors, LLC (“BlackRock”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, made as of October 6, 2011, by and between BlackRock Utility and Infrastructure Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK MELLON, a New York trust company (hereinafter referred to as the “Bank”).

SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

Morgan Stanley & Co. Incorporated FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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