BlackRock Science & Technology Trust Sample Contracts

Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • October 27th, 2014 • BlackRock Science & Technology Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“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 AAU with

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SUB-PLACEMENT AGENT AGREEMENT BlackRock Investments, LLC
Sub-Placement Agent Agreement • October 2nd, 2019 • BlackRock Science & Technology 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 Science and Technology Trust, a Delaware statutory trust (the “Fund”), of up to 13,000,000 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”).

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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 5th, 2019 • BlackRock Science & Technology 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”).

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BLACKROCK SCIENCE AND TECHNOLOGY TRUST AGREEMENT AND DECLARATION OF TRUST Dated as of August 13, 2014
Agreement and Declaration of Trust • August 15th, 2014 • BlackRock Science & Technology Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 13th day of August, 2014 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (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).

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BLACKROCK SCIENCE & TECHNOLOGY TRUST (the “Fund”) File No. 811-22991 Item G.1.b.iii: New or amended investment advisory contracts
Advisory Fee Waiver Agreement • March 18th, 2019 • BlackRock Science & Technology 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”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 25th, 2014 • BlackRock Science & Technology Trust • New York

AGREEMENT, dated , 2014, between BlackRock Science and Technology Trust (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

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Amendment No. 3 to Amended and Restated Master Advisory Fee Waiver Agreement
Master Advisory Fee Waiver Agreement • April 29th, 2021 • BlackRock Science & Technology Trust

This AMENDMENT NO. 3 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this [●] day of [●], 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

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BLACKROCK SCIENCE AND TECHNOLOGY TRUST 8,417,857 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENT New York, New York June 18, 2021
Dealer Manager Agreement • June 21st, 2021 • BlackRock Science & Technology Trust • New York
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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

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

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SEVENTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • April 29th, 2021 • BlackRock Science & Technology 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.

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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 5th, 2019 • BlackRock Science & Technology 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”).

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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 5th, 2019 • BlackRock Science & Technology 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”).

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AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • May 10th, 2022 • BlackRock Science & Technology Trust • New York

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”) is made as of May 10, 2022 by and between BlackRock Science and Technology Trust, a Delaware statutory trust (the “Trust”), and BlackRock Investments, LLC, a Delaware limited liability company (the “Distributor”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • September 25th, 2014 • BlackRock Science & Technology Trust • New York

AGREEMENT made as of , 2014 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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Amendment No. 4 to Amended and Restated Master Advisory Fee Waiver Agreement
Master Advisory Fee Waiver Agreement • April 29th, 2021 • BlackRock Science & Technology Trust

This AMENDMENT NO. 4 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 24th day of March, 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

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SUB-PLACEMENT AGENT AGREEMENT BlackRock Investments, LLC
Sub-Placement Agent Agreement • May 10th, 2022 • BlackRock Science & Technology 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 Science and Technology Trust, a Delaware statutory trust (the “Trust”), of up to 18,000,000 common shares (the “Shares”) of beneficial interest, par value $0.001 per share, of the Trust (the “Common Shares”). In the case of such offerings, the Trust 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”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

Reference is made to the Underwriting Agreement dated October [—], 2014 (the “Underwriting Agreement”), by and among BlackRock Science and Technology Trust (the “Trust”), BlackRock Advisors, LLC (the “Company”) 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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and BlackRock Advisors, LLC (“BlackRock”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 25th, 2014 • BlackRock Science & Technology Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the day of , 2014, between BlackRock Science and Technology 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”).

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Shares BLACKROCK SCIENCE AND TECHNOLOGY TRUST COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

BlackRock Science and Technology Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [NUMBER OF FIRM SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Firm Shares”). The Trust also proposes to issue and sell to the several Underwriters not more than an additional [NUMBER OF ADDITIONAL SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

Reference is made to the Underwriting Agreement dated October [—], 2014 (the “Underwriting Agreement”), by and among BlackRock Science and Technology Trust (the “Trust”), BlackRock Advisors, LLC (the “Advisor”) and each of the Underwriters named in Schedule I therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest (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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SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, between Oppenheimer & Co. Inc. (“Oppenheimer”) and BlackRock Advisors, LLC (the “Investment Adviser”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

This agreement (the “Agreement”) is between BlackRock Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to the BlackRock Science and Technology Trust (the “Trust”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).

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BlackRock Science and Technology Trust File No. 811-22991 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...
Advisory Fee Waiver Agreement • February 27th, 2017 • BlackRock Science & Technology Trust
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ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • September 25th, 2014 • BlackRock Science & Technology Trust

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

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CUSTODY AGREEMENT
Custody Agreement • September 25th, 2014 • BlackRock Science & Technology Trust • New York

AGREEMENT, dated as of October 12, 2011 between Blackrock Funds (Exhibit A List of funds attached) 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”).

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SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York

SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, between Pershing LLC (“Pershing”) and BlackRock Advisors, LLC (the “Investment Adviser”).

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Subscription Agent Agreement Between BlackRock Science and Technology Trust, BlackRock Advisors, LLC And Computershare Trust Company, N.A. And Computershare Inc.
Subscription Agent Agreement • June 21st, 2021 • BlackRock Science & Technology Trust • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of June 18, 2021 (the “Effective Date”), is by and between BlackRock Science and Technology Trust, a Delaware statutory trust (“Company”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

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FORM OF SECOND AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • September 25th, 2014 • BlackRock Science & Technology Trust • New York

This Second Amended and Restated Agreement, dated as of , 2014, 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 thereto and any future series of a Client (each, a “Fund”), by and through BlackRock Advisors, LLC, not in its individual capacity but as agent and investment advisor, and BlackRock Investment Management, LLC (the “Lending Agent”), a Delaware limited liability company.

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BlackRock Science and Technology Trust Wilmington, Delaware 19809
Investment Advisory Agreement • September 25th, 2014 • BlackRock Science & Technology Trust

BlackRock Advisors, LLC (the “Advisor”) and BlackRock Science and Technology Trust (the “Trust”), a closed-end management investment company registered under the Investment Company Act of 1940, entered into an Investment Management Agreement, dated as of , 2014 (the “Advisory Agreement”), pursuant to which the Advisor agreed to furnish investment advisory services to the Trust on the terms and subject to the conditions of the Advisory Agreement.

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Georgeson LLC 1290 Avenue of the Americas, 9th Floor New York, NY 10104 www.georgeson.com
Information Agent Agreement • June 21st, 2021 • BlackRock Science & Technology Trust • New York
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Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Exhibit C and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.
Transfer Agency and Service Agreement • September 25th, 2014 • BlackRock Science & Technology Trust • Massachusetts

AGREEMENT made as of the 1st day of December, 2006, by and among each of the BlackRock closed-end investment companies listed on Exhibit C attached hereto, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each the “Customer”), and Computershare Shareholder Services, Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally charted trust company doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent”).

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