BlackRock MuniYield Quality Fund II, Inc.
File No. 811-06660
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 Agreement between BlackRock
MuniYield Quality Fund II, Inc. and BlackRock Advisors, LLC.
Exhibit 77Q1(e)
CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT
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This MASTER ADVISORY FEE WAIVER AGREEMENT (this "Agreement") is made as of
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the 2nd day of December, 2016, by and among BlackRock Advisors, LLC (the
"Adviser") an "Adviser") and each investment company listed on SCHEDULE A
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attached hereto (each, a "Fund").
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WHEREAS, each Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management company, and is
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organized as a statutory trust under the laws of the State of Delaware, a
limited liability company under the laws of the State of Delaware, a business
trust under the laws of the Commonwealth of Massachusetts or a corporation
under the laws of the State of Maryland;
WHEREAS, the Adviser and each Fund are parties to investment advisory
agreements (the "Advisory Agreements"), pursuant to which the Adviser provides
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investment advisory services to each Fund in consideration of compensation as
set forth in each Advisory Agreement (the "Advisory Fee"); and
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WHEREAS, the Adviser has determined that it is appropriate and in the best
interests of each Fund and its interestholders to waive part of each Fund's
Advisory Fee as set forth in SCHEDULE B attached hereto (the "Fee Waiver").
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Each Fund and the Adviser, therefore, have entered into this Agreement in order
to effect the Fee Waiver for each Fund at the level specified in SCHEDULE B
attached hereto on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Contractual Fee Waiver. During the Term (as defined in Section 3 below), the
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Adviser shall waive a portion of its Advisory Fee with respect to each Fund as
set forth in SCHEDULE B attached hereto.
2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude an
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Adviser from contractually waiving other fees and/or reimbursing expenses of
any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or
voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion,
deems reasonable or appropriate. Any such voluntary waiver or voluntary expense
reimbursement may be modified or terminated by the Adviser at any time in its
sole and absolute discretion without the approval of the Fund's Board of
Trustees or Board of Directors, as the case may be.
3. Term; Termination.
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3.1 Term. The term ("Term") of the Fee Waiver with respect to a Fund shall
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begin on December 2, 2016 (or such other date as agreed to in writing between
the Adviser and the Fund) and end with respect to a Fund after the close of
business on the date set forth on SCHEDULE A (or such other date as agreed to
in writing between the Adviser and the Fund) unless the Fee Waiver is earlier
terminated in accordance with Section 3.2. The Term of the Fee Waiver with
respect to a Fund may be continued from year to year thereafter provided that
each such continuance is
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specifically approved by the Adviser and the Fund (including with respect to
the Fund, a majority of the Fund's Trustees or Directors, as the case may be,
who are not "interested persons," as defined in the 1940 Act, of the Advisers
(the "Non-Interested Directors")). Neither the Adviser nor a Fund shall be
obligated to extend the Fee Waiver with respect to the Fund.
3.2 Termination. This Agreement may be terminated prior to expiration by any
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Fund with respect to such Fund without payment of any penalty, upon 90 days'
prior written notice to the Adviser 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.
4. Miscellaneous.
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4.1 Captions. The captions in this Agreement are included for convenience of
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reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require a
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Fund to take any action contrary to the Fund's Declaration of Trust or Articles
of Incorporation, as the case may be, or Bylaws, or any applicable statutory or
regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Fund's Board of Trustees or Board of Directors, as the
case may be, of its responsibility for and control of the conduct of the
affairs of the Fund.
4.3 Limitation of Liability. The obligations and expenses incurred,
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contracted for or otherwise existing with respect to a Fund shall be enforced
against the assets of such Fund and not against the assets of any other Fund.
4.4 Definitions. Any question of interpretation of any term or provision of
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this Agreement, including but not limited to the computations of average daily
net assets or of any Advisory Fee, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
relevant Advisory Agreement between the Adviser and the Fund or the 1940 Act,
shall have the same meaning as and be resolved by reference to such Advisory
Agreement or the 1940 Act, as applicable, and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such Court, by rules, regulations or orders of the Securities and
Exchange Commission ("SEC") issued pursuant to the 1940 Act. In addition, if
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the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, that provision
will be deemed to incorporate the effect of that rule, regulation or order.
Otherwise the provisions of this Agreement will be interpreted in accordance
with the substantive laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers as of the day and year first above written.
EACH OF THE FUNDS LISTED ON
SCHEDULE A ATTACHED HERETO
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT]
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SCHEDULE A
CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT
(DATED AS OF MARCH 2, 2017)
EXPIRATION
TICKER FUND DATE
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1 BBN BlackRock Taxable Municipal Bond Trust June 30, 2017
2 BJZ BlackRock California Municipal 2018 Term Trust June 30, 2017
3 BFZ BlackRock California Municipal Income Trust June 30, 2017
4 BHK BlackRock Core Bond Trust June 30, 2017
5 HYT BlackRock Corporate High Yield Fund, Inc. June 30, 2017
6 BTZ BlackRock Credit Allocation Income Trust June 30, 2017
7 DSU BlackRock Debt Strategies Fund, Inc. June 30, 2017
8 BHL BlackRock Defined Opportunity Credit Trust June 30, 2017
9 BGR BlackRock Energy and Resources Trust June 30, 2017
10 CII BlackRock Enhanced Capital and Income Fund, Inc. June 30, 2017
11 BDJ BlackRock Enhanced Equity Dividend Trust June 30, 2017
12 EGF BlackRock Enhanced Government Fund, Inc. June 30, 2017
13 BlackRock Floating Rate Income Strategies Fund, December 31,
FRA Inc. 2017
14 BGT BlackRock Floating Rate Income Trust June 30, 2017
15 BFO BlackRock Florida Municipal 2020 Term Trust June 30, 2017
16 BOE BlackRock Global Opportunities Equity Trust June 30, 2017
17 BME BlackRock Health Sciences Trust June 30, 2018
18 BKT BlackRock Income Trust, Inc. June 30, 2017
19 BGY BlackRock International Growth and Income Trust June 30, 2017
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EXPIRATION
TICKER FUND DATE
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20 BKN BlackRock Investment Quality Municipal Trust, Inc. June 30, 2017
21 BLW BlackRock Limited Duration Income Trust June 30, 2017
22 BTA BlackRock Long-Term Municipal Advantage Trust June 30, 2017
23 BZM BlackRock Maryland Municipal Bond Trust June 30, 2017
24 MHE BlackRock Massachusetts Tax-Exempt Trust June 30, 2017
25 BIT BlackRock Multi-Sector Income Trust June 30, 2017
26 MUI BlackRock Muni Intermediate Duration Fund, Inc. June 30, 2017
27 BlackRock Muni New York Intermediate Duration June 30, 2017
MNE Fund, Inc.
28 MUA BlackRock MuniAssets Fund, Inc. June 30, 2017
29 BPK BlackRock Municipal 2018 Term Trust June 30, 2017
30 BKK BlackRock Municipal 2020 Term Trust June 30, 2017
31 BBK BlackRock Municipal Bond Trust June 30, 2017
32 BlackRock Municipal Income Investment Quality June 30, 2017
BAF Trust
33 BBF BlackRock Municipal Income Investment Trust June 30, 2017
34 BYM BlackRock Municipal Income Quality Trust June 30, 2017
35 BFK BlackRock Municipal Income Trust June 30, 2017
36 BLE BlackRock Municipal Income Trust II June 30, 2017
37 BTT BlackRock Municipal 2030 Target Term Trust June 30, 2017
38 MEN BlackRock MuniEnhanced Fund, Inc. June 30, 2017
39 BlackRock MuniHoldings California Quality Fund, June 30, 2017
MUC Inc.
40 MUH BlackRock MuniHoldings Fund II, Inc. June 30, 2017
41 MHD BlackRock MuniHoldings Fund, Inc. June 30, 2017
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EXPIRATION
TICKER FUND DATE
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42 MFL BlackRock MuniHoldings Investment Quality Fund June 30, 2017
43 BlackRock MuniHoldings New Jersey Quality Fund, June 30, 2017
MUJ Inc.
44 MHN BlackRock MuniHoldings New York Quality Fund, Inc. June 30, 2017
45 MUE BlackRock MuniHoldings Quality Fund II, Inc. June 30, 2017
46 MUS BlackRock MuniHoldings Quality Fund, Inc. June 30, 2017
47 MVT BlackRock MuniVest Fund II, Inc. June 30, 2017
48 MVF BlackRock MuniVest Fund, Inc. June 30, 2017
49 MZA BlackRock MuniYield Arizona Fund, Inc. June 30, 2017
50 MYC BlackRock MuniYield California Fund, Inc. June 30, 2017
51 MCA BlackRock MuniYield California Quality Fund, Inc. June 30, 2017
52 MYD BlackRock MuniYield Fund, Inc. June 30, 2017
53 MYF BlackRock MuniYield Investment Fund June 30, 2017
54 MFT BlackRock MuniYield Investment Quality Fund June 30, 2017
55 MIY BlackRock MuniYield Michigan Quality Fund, Inc. June 30, 2017
56 MYJ BlackRock MuniYield New Jersey Fund, Inc. June 30, 2017
57 MYN BlackRock MuniYield New York Quality Fund, Inc. June 30, 2017
58 MPA BlackRock MuniYield Pennsylvania Quality Fund June 30, 2017
59 MQT BlackRock MuniYield Quality Fund II, Inc. June 30, 2017
60 MYI BlackRock MuniYield Quality Fund III, Inc. June 30, 2017
61 MQY BlackRock MuniYield Quality Fund, Inc. June 30, 2017
62 BLJ BlackRock New Jersey Municipal Bond Trust June 30, 2017
63 BNJ BlackRock New Jersey Municipal Income Trust June 30, 2017
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EXPIRATION
TICKER FUND DATE
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64 BLH BlackRock New York Municipal 2018 Term Trust June 30, 2017
65 BQH BlackRock New York Municipal Bond Trust June 30, 2017
66 BSE BlackRock New York Municipal Income Quality Trust June 30, 2017
67 BNY BlackRock New York Municipal Income Trust June 30, 2017
68 BFY BlackRock New York Municipal Income Trust II June 30, 2017
69 -- BlackRock Preferred Partners LLC July 31, 2017
70 BCX BlackRock Resources & Commodities Strategy Trust June 30, 2017
71 BST BlackRock Science and Technology Trust June 30, 2017
72 XXX BlackRock Utility and Infrastructure Trust June 30, 2017
73 BHV BlackRock Virginia Municipal Bond Trust June 30, 2017
74 BSD The BlackRock Strategic Municipal Trust June 30, 2017
75 BGIO BlackRock 2022 Global Income Opportunity Trust/1/ June 30, 2018
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/1/ This Agreement was effective with respect to BlackRock 2022 Global Income
Opportunity Trust as of February 16, 2017.
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SCHEDULE B
CLOSED-END FUND MASTER ADVISORY FEE WAIVER AGREEMENT
(DATED AS OF DECEMBER 2, 2016)
BlackRock Advisors, LLC will waive the management fee with respect to
any portion of the Fund's assets estimated to be attributable to investments in
other equity and fixed-income mutual funds and exchange-traded funds managed by
BlackRock Advisors, LLC or its affiliates.
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