THIRTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AREEMENT
Exhibit 8(e)
THIRTEENTH AMENDED AND RESTATED
EXPENSE LIMITATION AREEMENT
This THIRTEENTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of March 7, 2024, by and between each registrant (each, a “Fund”, and collectively, the “Funds”) set forth in Annex 1, as may be amended from time to time, and on behalf of each share class (each a “Share Class”, and collectively, the “Share Classes”) of each Fund and its portfolios (if applicable) (each a “Portfolio”, and collectively, the “Portfolios”) set forth on the various schedules to this Agreement, as may be amended from time to time (collectively, the “Schedules”), and BlackRock Advisors, LLC (“BlackRock”) (as investment adviser and/or as administrator to certain Funds or Portfolios) and BlackRock Fund Advisors (“BFA”) (as investment adviser to certain Funds or Portfolios), effective with respect to each Fund and Portfolio as of the date indicated in the Schedules of this Agreement, as applicable. (For purposes of this Agreement, Funds with no series will be referred to as either Funds or Portfolios, and BlackRock and BFA may each be referred to as a “BlackRock Entity.”)
WHEREAS, effective March 7, 2024, this Agreement replaces the Twelfth Amended and Restated Expense Limitation Agreement, dated as of November 29, 2023.
NOW, THEREFORE, each of the parties hereto agrees:
Class (excluding Enumerated Expenses, as defined below) for the period beginning and ending on the dates (each, an “Applicable Period”) specified in Schedule A (“Operating Expenses”), exceed the operating expense limit set forth in Schedule A as to each Share Class (the “Operating Expense Limit”) (or such other rate as may be agreed to in writing), such excess amount (the “Excess Amount”) shall be the liability of the applicable BlackRock Entity.
(b) For purposes of this Agreement, “Enumerated Expenses” shall mean (i) interest, taxes, dividends tied to short sales, brokerage commissions, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) expenses incurred indirectly by a Portfolio as a result of investments in other investment companies and pooled investment vehicles (“acquired fund fees and expenses” or “AFFE”); (iii) other expenses attributable to, and incurred as a result of, a Portfolio’s investments; and (iv) extraordinary expenses (including litigation expenses) not incurred in the ordinary course of a Portfolio’s business.
(c) With respect to BlackRock Liquidity Funds and its Portfolios set forth in Schedule B, to the extent that the Management Fees and Miscellaneous/Other Expenses, as set forth in the applicable Portfolio’s prospectus (which for purposes of this paragraph (d) shall exclude the Enumerated Expenses), incurred by a Share Class in any Applicable Period specified in Schedule B exceed the Operating Expense Limit as specified in Schedule B, such Excess Amount shall be the liability of BlackRock.
(d) With respect to the Funds and Portfolios set forth in Schedule C, to the extent that Operating Expenses incurred by a Share Class (excluding Enumerated Expenses and after the application of the Networking and Operational/Recordkeeping Expense Limit, if applicable, provided in Section 1.5 below) in any Applicable Period specified in Schedule C exceed the Operating Expense Limit set forth in Schedule C as to each Share Class (or such other rate as may be agreed to in writing), such Excess Amount shall be the liability of BlackRock.
(e) With respect to the Portfolios set forth in Schedule D, to the extent that the Other Expenses, or Miscellaneous Other Expenses, as applicable, of such Portfolio (including any expenses of such Portfolio’s subsidiary) as defined in the applicable Portfolio’s prospectus (excluding Enumerated Expenses) incurred by a Share Class in any Applicable Period specified in Schedule D exceed the applicable limit as specified in Schedule D, such Excess Amount shall be the liability of BlackRock.
(f) In the event that any Applicable Period is for a period greater or less than one year, the Operating Expenses shall be annualized for purposes of calculating the Excess Amount.
respect to such Share Class or Share Classes an amount that is sufficient to pay such Excess Amount, and such waiver, reduction or remittance shall occur in the month following the month in which the liability was incurred. Notwithstanding the foregoing, such waivers, reductions or remittances by the applicable BlackRock Entity shall only occur with respect to investment advisory fees and other Portfolio-level Operating Expenses if the amount to be so waived, reduced or remitted is allocated on the basis of net asset value to all shares of a Portfolio in a manner consistent with the requirements of Rule 18f-3 under the 1940 Act for the allocation of fund-wide expenses.
1.3. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each Applicable Period, an adjustment payment shall be made by the appropriate party in order that the amount of the fees waived or reduced and other payments remitted by the applicable BlackRock Entity with respect to each Share Class for the previous Applicable Period shall equal the Excess Amount.
1.6. APPLICABLE AFFILIATED MUTUAL FUNDS AND/OR EXCHANGE-TRADED FUNDS FEE WAIVER; APPLICABLE EXCHANGE-TRADED PRODUCTS XXX XXXXXX.
(a) With respect to the Funds and Portfolios set forth in Schedule G- 1, the applicable BlackRock Entity shall waive a portion of its investment advisory fees with respect to each Fund or Portfolio, as applicable, as set forth in Schedule G-1 in any Applicable Period specified in Schedule G-1.
(b) With respect to the Funds and Portfolios set forth in Schedule G-2, the applicable BlackRock Entity shall waive a portion of its investment advisory fees in an amount equal to the aggregate AFFE, if any, attributable to investments by the Fund or Portfolio in other funds managed by a BlackRock Entity or its affiliates in any Applicable Period specified in Schedule G-2.
(c) Subsections 1.2 and 1.3 and Section 2 of this Agreement shall not apply to this Section 1.6.
1.7. INDEPENDENT EXPENSE REIMBURSEMENT.
(a) With respect to the Funds and Portfolios set forth in Schedule H-1, in any Applicable Period specified in Schedule H-1, notwithstanding the Administration Agreement between a Fund and BlackRock, BlackRock hereby agrees to reimburse, or provide an offsetting credit against fees it is entitled to receive from, a Portfolio in an amount equal to the Independent Expenses, as defined in the applicable Portfolio’s prospectus.
(b) With respect to the Funds and Portfolios set forth in Schedule H-2, in any Applicable Period specified in Schedule H-2, notwithstanding the Administration Agreement between a Fund and BlackRock, for those Portfolios that pay an administration fee to BlackRock under such Administration Agreement, BlackRock hereby agrees to reimburse, or provide an offsetting credit against fees it is entitled to receive from, those Portfolios in an amount equal to the Independent Expenses, as defined in the applicable Portfolio’s prospectus, allocable to those Portfolios. In addition, for those Portfolios that do not pay an administration fee to BlackRock under such Administration Agreement, BFA agrees to cap the expenses of such Portfolios at the rate at which those Portfolios pay an investment advisory fee to BFA.
(c) Subsections 1.2 and 1.3 and Section 2 of this Agreement shall not apply to this Section 1.7.
(a) With respect to the Funds and Portfolios set forth in Schedule I-1, in any Applicable Period specified in Schedule I-1, the applicable BlackRock Entity agrees to waive its investment advisory fees by the amount of investment advisory fees each Fund or Portfolio pays to such BlackRock Entity indirectly through its investment in money market funds advised by such BlackRock Entity or its affiliates.
(b) With respect to the Funds and Portfolios set forth in Schedule I-2, in any Applicable Period specified in Schedule I-2, the applicable BlackRock Entity agrees to waive a portion of its investment advisory fees in an amount equal to the aggregate AFFE, if any, attributable to investments by the Fund or Portfolio in money market funds advised by a BlackRock Entity or its affiliates.
(c) Subsections 1.2 and 1.3 and Section 2 of this Agreement shall not apply to this Section 1.8.
1.10 OFFSETTING EXPENSE REIMBURSEMENT. With respect to any Fund and its respective Portfolio as set forth in Schedule L, in any Applicable Period as set forth in Schedule L, the applicable BlackRock Entity agrees to reimburse such Portfolio for certain expenses associated with the Portfolio’s investment in certain other Funds and/or Portfolios pursuant to the calculation set forth in Schedule L and subject to the maximum amount specified therein.
2. RECOUPMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS BY BLACKROCK ENTITIES.
2.1. FUNDS SUBJECT TO RECOUPMENT PROVISION.
With respect to any Fund and its respective Portfolios set forth in Schedule K, for the Applicable Period as set forth in Schedule K, if in any Portfolio’s fiscal year (“Fiscal Year”) during which the total assets of a Portfolio are greater than $50 million and in which BlackRock, BFA or an affiliate serves as investment adviser or administrator to the Portfolio, the estimated aggregate Operating Expenses of a Share Class of such Portfolio for the Fiscal Year are less than the Operating Expense Limit for that Fiscal Year, the applicable BlackRock Entity shall be entitled to recoupment from such Share Class, in whole or in part as provided below, of the fees waived or reduced, expenses reimbursed and other payments remitted by the applicable BlackRock Entity to such Share Class pursuant to Section 1.1 hereof. The total amount of recoupment to which the applicable BlackRock Entity may be entitled (the “Recoupment Amount”) shall equal, at any time, the sum of all fees previously waived or reduced by such BlackRock Entity the expenses reimbursed by such BlackRock Entity and all other payments remitted by such BlackRock Entity to the Share Class, pursuant to Section 1 hereof, during any of the previous two (2) Fiscal Years, less any recoupment previously paid by such Share Class to such BlackRock Entity with respect to such waivers, reductions, reimbursements and payments during such period. The Recoupment Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Recoupment Amount. Recoupments attributable to investment advisory fees and other Portfolio-level Operating Expenses are only permissible if the amount to be recouped is allocated on the basis of net asset value to all shares of a Portfolio in a manner consistent with the requirements of Rule 18f-3 under the 1940 Act for the allocation of fund-wide expenses. The Board shall be notified quarterly of any recoupments paid to the applicable BlackRock Entity in the previous quarter.
2.3. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first month of each Fiscal Year, an adjustment payment shall be made by the appropriate party in order that the actual Operating Expenses of a Share Class for the prior Fiscal Year (including any Recoupment Amounts payable hereunder with respect to such Fiscal Year) do not exceed the Operating Expense Limit for that Fiscal Year.
3. TERM AND TERMINATION OF AGREEMENT.
3.1. Except as specifically provided herein, including in Section 2.4 above, this Agreement shall continue in effect with respect to each Fund and each Portfolio until the date specified in the applicable Schedules, and from year to year thereafter provided such continuance is agreed to by the applicable BlackRock Entity and specifically approved by a majority of the Directors of the Fund who (i) are not “interested persons” of the Fund or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Directors”). Nevertheless, this Agreement may be terminated prior to expiration by any Fund or Portfolio with respect to such Fund or Portfolio, without payment of any penalty, upon 90 days’ prior written notice to the relevant BlackRock Entity 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. Neither a BlackRock Entity nor a Fund shall be obligated to extend this Agreement with respect to such Fund or any Portfolio of such Fund, if applicable.
EACH OF THE FUNDS SET FORTH ON ANNEX 1, AS MAY BE AMENDED FROM TIME TO TIME, EACH ON BEHALF OF ITSELF AND ON BEHALF OF THE PORTFOLIOS DESIGNATED IN THE SCHEDULES ATTACHED HERETO | ||
By: | /s/ Xxxx X. Xxxxxxxxx
| |
Name: Xxxx X. Xxxxxxxxx | ||
Title: Chief Executive Officer | ||
BLACKROCK ADVISORS, LLC | ||
As investment advisor and/or administrator to certain Funds and Portfolios | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | ||
Title: Managing Director | ||
BLACKROCK FUND ADVISORS | ||
As investment adviser to certain Funds and Portfolios | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | ||
Title: Managing Director |
ANNEX 1 |
BlackRock Advantage Global Fund, Inc. |
BlackRock Advantage XXXX Cap Fund, Inc. |
BlackRock Allocation Target Shares |
BlackRock Bond Fund, Inc. |
BlackRock California Municipal Series Trust |
BlackRock Capital Appreciation Fund, Inc. |
BlackRock Emerging Markets Fund, Inc. |
BlackRock Equity Dividend Fund |
BlackRock EuroFund |
BlackRock Financial Institutions Series Trust |
BlackRock Funds |
BlackRock Funds II |
BlackRock Funds III |
BlackRock Funds IV |
BlackRock Funds V |
BlackRock Funds VI |
BlackRock Funds VII, Inc. |
BlackRock Global Allocation Fund, Inc. |
BlackRock Index Funds, Inc. |
BlackRock Large Cap Focus Growth Fund, Inc. |
BlackRock Large Cap Focus Value Fund, Inc. |
BlackRock Large Cap Series Funds, Inc. |
BlackRock Liquidity Funds |
BlackRock Mid-Cap Value Series, Inc. |
BlackRock Multi-State Municipal Series Trust |
BlackRock Municipal Bond Fund, Inc. |
BlackRock Municipal Series Trust |
BlackRock Natural Resources Trust |
BlackRock Series Fund, Inc. |
BlackRock Series Fund II, Inc. |
BlackRock Series, Inc. |
BlackRock Strategic Global Bond Fund, Inc. |
BlackRock Sustainable Balanced Fund, Inc. |
BlackRock Unconstrained Equity Fund |
BlackRock Variable Series Funds, Inc. |
BlackRock Variable Series Funds II, Inc. |
Managed Account Series |
Managed Account Series II |
Master Bond LLC |
Master Investment Portfolio |
Master Investment Portfolio II |
Quantitative Master Series LLC |
SCHEDULE A
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE B
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE C
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE D
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE E-1
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE E-2
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE F
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE G-1
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE G-2
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE H
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE I-1
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE I-2
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE J
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE K
PROVIDED IN EXCEL SPREADSHEET
SCHEDULE L
PROVIDED IN EXCEL SPREADSHEET