BlackRock Basic Value Fund, Inc. (the "Registrant")
77Q1(e):
Copies of any new or amended Registrant investment advisory
contracts
Attached please find as an exhibit to sub-item 77Q1(e) of Form
N-SAR, a copy of the Investment Management Agreement between
BlackRock Advisors, LLC and the Registrant.
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Exhibit 77Q1(e)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, dated February 9, 2015 between BlackRock Basic
Value Fund, Inc. (the "Fund"), a Maryland corporation, and
BlackRock Advisors, LLC (the "Advisor"), a Delaware limited
liability company.
WHEREAS, the Advisor has agreed to furnish investment
advisory services to the Fund, an open-end management investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, this Agreement has been approved in accordance with
the provisions of the 1940 Act, and the Advisor is willing to
furnish such services upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, it
is agreed by and between the parties hereto as follows:
1. In General. The Advisor agrees, all as more fully set
forth herein, to act as investment advisor to the Fund with
respect to the investment of the Fund's assets and to supervise
and arrange for the day to day operations of the Fund and the
purchase of securities for and the sale of securities held in
the investment portfolios of the Fund.
2. Duties and Obligations of the Advisor with Respect to
Investment of Assets of the Fund. Subject to the succeeding
provisions of this section and subject to the direction and
control of the Fund's Board of Directors, the Advisor shall
(i) act as investment advisor for and supervise and manage the
investment and reinvestment of the Fund's assets and in
connection therewith have complete discretion in purchasing and
selling securities and other assets for the Fund and in voting,
exercising consents and exercising all other rights appertaining
to such securities and other assets on behalf of the Fund;
(ii) supervise continuously the investment program of the Fund
and the composition of its investment portfolio; (iii) arrange,
subject to the provisions of paragraph 4 hereof, for the
purchase and sale of securities and other assets held in the
investment portfolio of the Fund; and (iv) provide investment
research to the Fund.
3. Duties and Obligations of Advisor with Respect to the
Administration of the Fund. The Advisor also agrees to furnish
office facilities and equipment and clerical, bookkeeping and
administrative services (other than such services, if any,
provided by the Fund's Custodian, Transfer Agent and Dividend
Disbursing Agent and other service providers) for the Fund. To
the extent requested by the Fund, the Advisor agrees to provide
the following administrative services:
(a) Oversee the determination and publication of the
Fund's net asset value in accordance with the Fund's policy as
adopted from time to time by the Board of Directors;
(b) Oversee the maintenance by the Fund's Custodian and
Transfer Agent and Dividend Disbursing Agent of certain books
and records of the Fund as required under Rule 31a-1(b)(4) of
the 1940 Act and maintain (or oversee maintenance by such other
persons as are approved by the Board of Directors) such other
books and records required by law or for the proper operation of
the Fund;
(c) Oversee the preparation and filing of the Fund's
federal, state and local income tax returns and any other
required tax returns;
(d) Review the appropriateness of and arrange for payment
of the Fund's expenses;
(e) Prepare for review and approval by officers of the
Fund financial information for the Fund's semiannual and annual
reports, proxy statements and other communications with
shareholders required or otherwise to be sent to Fund
shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(f) Prepare for review by an officer of the Fund the
Fund's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR, Form
N-CSR, Form N-PX, Form N-Q, and such other reports, forms and
filings, as may be mutually agreed upon;
(g) Prepare such reports relating to the business and
affairs of the Fund as may be mutually agreed upon and not
otherwise appropriately prepared by the Fund's custodian,
counsel or auditors;
(h) Make such reports and recommendations to the Board of
Directors concerning the performance of the independent
accountants as the Board of Directors may reasonably request or
deems appropriate;
(i) Make such reports and recommendations to the Board of
Directors concerning the performance and fees of the Fund's
Custodian and Transfer Agent and Dividend Disbursing Agent as
the Board of Directors may reasonably request or deems
appropriate;
(j) Oversee and review calculations of fees paid to the
Fund's service providers;
(k) Oversee the Fund's portfolio and perform necessary
calculations as required under Section 18 of the 1940 Act;
(l) Consult with the Fund's officers, independent
accountants, legal counsel, custodian, accounting agent and
transfer and dividend disbursing agent in establishing the
accounting policies of the Fund and monitor financial and
shareholder accounting services;
(m) Determine the amounts available for distribution as
dividends and distributions to be paid by the Fund to its
shareholders; prepare and arrange for the printing of dividend
notices to shareholders; and provide the Fund's dividend
disbursing agent and custodian with such information as is
required for such parties to effect the payment of dividends and
distributions and to implement the Fund's dividend reinvestment
plan;
(n) Prepare such information and reports as may be
required by any banks from which a Fund borrows funds;
(o) Provide such assistance to the Custodian and the
Fund's counsel and auditors as generally may be required to
properly carry on the business and operations of the Fund;
(p) Respond to or refer to the Fund's officers or transfer
agent, shareholder (including any potential shareholder)
inquiries relating to the Fund; and
(q) Supervise any other aspects of the Fund's
administration as may be agreed to by the Fund and the Advisor.
All services are to be furnished through the medium of any
trustees, officers or employees of the Advisor or its affiliates
as the Advisor deems appropriate in order to fulfill its
obligations hereunder.
The Fund will reimburse the Advisor or its affiliates for all
out of pocket expenses incurred by them in connection with the
performance of the administrative services described in this
paragraph 3. The Fund will reimburse the Advisor and its
affiliates for their costs in providing accounting services to
the Fund.
4. Covenants. (a) In the performance of its duties under this
Agreement, the Advisor shall at all times conform to, and act in
accordance with, any requirements imposed by: (i) the provisions
of the 1940 Act and the Investment Advisers Act of 1940, as
amended, and all applicable Rules and Regulations of the
Securities and Exchange Commission; (ii) any other applicable
provision of law; (iii) the provisions of the Charter and By-
Laws of the Fund, as such documents are amended from time to
time; (iv) the investment objectives and policies of the Fund as
set forth in the Fund's Registration Statement on Form N-1A
and/or the resolutions of the Board of Directors; and (v) any
policies and determinations of the Board of Directors of the
Fund.
(b) In addition, the Advisor will:
(i) place orders either directly with the issuer or
with any broker or dealer. Subject to the other provisions of
this paragraph, in placing orders with brokers and dealers, the
Advisor will attempt to obtain the best price and the most
favorable execution of its orders. In placing orders, the
Advisor will consider the experience and skill of the firm's
securities traders as well as the firm's financial
responsibility and administrative efficiency. Consistent with
this obligation, the Advisor may select brokers on the basis of
the research, statistical and pricing services they provide to
the Fund and other clients of the Advisor. Information and
research received from such brokers will be in addition to, and
not in lieu of, the services required to be performed by the
Advisor hereunder. A commission paid to such brokers may be
higher than that which another qualified broker would have
charged for effecting the same transaction, provided that the
Advisor determines in good faith that such commission is
reasonable in terms either of the transaction or the overall
responsibility of the Advisor to the Fund and its other clients
and that the total commissions paid by the Fund will be
reasonable in relation to the benefits to the Fund over the long
term. Subject to the foregoing and the provisions of the 1940
Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Advisor may select brokers and
dealers with which it or the Fund is affiliated;
(ii) maintain a policy and practice of conducting its
investment advisory services hereunder independently of the
commercial banking operations of its affiliates. When the
Advisor makes investment recommendations for the Fund, its
investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for
purchase or sale for the Fund's account are customers of the
commercial department of its affiliates; and
(iii) treat confidentially and as proprietary
information of the Fund all records and other information
relative to the Fund, and the Fund's prior, current or potential
shareholders, and will not use such records and information for
any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Advisor
may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
5. Services Not Exclusive. Nothing in this Agreement shall
prevent the Advisor or any officer, employee or other affiliate
thereof from acting as investment advisor for any other person,
firm or corporation, or from engaging in any other lawful
activity, and shall not in any way limit or restrict the Advisor
or any of its officers, employees or agents from buying, selling
or trading any securities for its or their own accounts or for
the accounts of others for whom it or they may be acting;
provided, however, that the Advisor will undertake no activities
which, in its judgment, will adversely affect the performance of
its obligations under this Agreement.
6. Sub-Advisors. The Advisor may from time to time, in its
sole discretion to the extent permitted by applicable law,
appoint one or more sub-advisors, including, without limitation,
affiliates of the Advisor, to perform investment advisory
services with respect to the Fund. The Advisor may terminate any
or all sub-advisors in its sole discretion at any time to the
extent permitted by applicable law.
7. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Advisor hereby agrees that
all records which it maintains for the Fund are the property of
the Fund and further agrees to surrender promptly to the Fund
any such records upon the Fund's request. The Advisor further
agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
8. Expenses. During the term of this Agreement, the Advisor
will bear all costs and expenses of its employees and any
overhead incurred in connection with its duties hereunder and
shall bear the costs of any salaries or directors' fees of any
officers or Directors of the Fund who are affiliated persons (as
defined in the 0000 Xxx) of the Advisor; provided that the Board
of Directors of the Fund may approve reimbursement to the
Advisor of the pro rata portion of the salaries, bonuses, health
insurance, retirement benefits and all similar employment costs
for the time spent on Fund operations (including, without
limitation, compliance matters) (other than the provision of
investment advice and administrative services required to be
provided hereunder) of all personnel employed by the Advisor who
devote substantial time to Fund operations or the operations of
other investment companies advised by the Advisor.
9. Compensation of the Advisor. (a) The Fund agrees to pay to
the Advisor and the Advisor agrees to accept as full
compensation for all services rendered by the Advisor as such, a
monthly fee (the "Investment Advisory Fee") in arrears at an
annual rate equal to the amount set forth in Schedule A hereto
of the average daily value of the Fund's Net Assets. "Net
Assets" means the total assets of a Fund minus the sum of the
accrued liabilities. For any period less than a month during
which this Agreement is in effect, the fee shall be prorated
according to the proportion which such period bears to a full
month of 28, 29, 30 or 31 days, as the case may be.
(b) For purposes of this Agreement, the net assets of the
Fund shall be calculated pursuant to the procedures adopted by
resolutions of the Board of Directors of the Fund for
calculating the value of the Fund's assets or delegating such
calculations to third parties.
10. Indemnity. (a) The Fund may, in the discretion of the
Board of Directors of the Fund, indemnify the Advisor, and each
of the Advisor's trustees, officers, employees, agents,
associates and controlling persons and the trustees, partners,
members, officers, employees and agents thereof (including any
individual who serves at the Advisor's request as director,
officer, partner, member, trustee or the like of another entity)
(each such person being an "Indemnitee") against any liabilities
and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel
fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the
defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or
investigative body in which such Indemnitee may be or may have
been involved as a party or otherwise or with which such
Indemnitee may be or may have been threatened, while acting in
any capacity set forth herein or thereafter by reason of such
Indemnitee having acted in any such capacity, except with
respect to any matter as to which such Indemnitee shall have
been adjudicated not to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best
interest of the Fund and furthermore, in the case of any
criminal proceeding, so long as such Indemnitee had no
reasonable cause to believe that the conduct was unlawful;
provided, however, that (1) no Indemnitee shall be indemnified
hereunder against any liability to the Fund or its shareholders
or any expense of such Indemnitee arising by reason of
(i) willful misfeasance, (ii) bad faith, (iii) gross negligence
or (iv) reckless disregard of the duties involved in the conduct
of such Indemnitee's position (the conduct referred to in such
clauses (i) through (iv) being sometimes referred to herein as
"disabling conduct"), (2) as to any matter disposed of by
settlement or a compromise payment by such Indemnitee, pursuant
to a consent decree or otherwise, no indemnification either for
said payment or for any other expenses shall be provided unless
there has been a determination that such settlement or
compromise is in the best interests of the Fund and that such
Indemnitee appears to have acted in good faith in the reasonable
belief that such Indemnitee's action was in the best interest of
the Fund and did not involve disabling conduct by such
Indemnitee and (3) with respect to any action, suit or other
proceeding voluntarily prosecuted by any Indemnitee as
plaintiff, indemnification shall be mandatory only if the
prosecution of such action, suit or other proceeding by such
Indemnitee was authorized by a majority of the full Board of
Directors of the Fund.
(b) The Fund may make advance payments in connection with
the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Fund receives a
written affirmation of the Indemnitee's good faith belief that
the standard of conduct necessary for indemnification has been
met and a written undertaking to reimburse the Fund unless it is
subsequently determined that such Indemnitee is entitled to such
indemnification and if the Board of Directors of the Fund
determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following
conditions must be met: (A) the Indemnitee shall provide
security for such Indemnitee undertaking, (B) the Fund shall be
insured against losses arising by reason of any unlawful
advance, or (C) a majority of a quorum consisting of Board of
Directors of the Fund who are neither "interested persons" of
the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor
parties to the proceeding ("Disinterested Non Party Directors")
or an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as
opposed to a full trial type inquiry), that there is reason to
believe that the Indemnitee ultimately will be found entitled to
indemnification.
(c) All determinations with respect to the standards for
indemnification hereunder shall be made (1) by a final decision
on the merits by a court or other body before whom the
proceeding was brought that such Indemnitee is not liable or is
not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a majority vote of a quorum of the
Disinterested Non Party Directors of the Fund, or (ii) if such a
quorum is not obtainable or, even if obtainable, if a majority
vote of such quorum so directs, independent legal counsel in a
written opinion. All determinations that advance payments in
connection with the expense of defending any proceeding shall be
authorized and shall be made in accordance with the immediately
preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions
shall not exclude any other right to which such Indemnitee may
be lawfully entitled.
11. Limitation on Liability. The Advisor will not be liable
for any error of judgment or mistake of law or for any loss
suffered by the Advisor or by the Fund in connection with the
performance of this Agreement, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of
its duties under this Agreement. As used in this Section 11, the
term "Advisor" shall include any affiliates of the Advisor
performing services for the Fund contemplated hereby and
partners, trustees, officers and employees of the Advisor and of
such affiliates.
12. Duration and Termination. This Agreement shall become
effective as of the date hereof and, unless sooner terminated
with respect to the Fund as provided herein, shall continue in
effect until June 30, 2015. Thereafter, if not terminated, this
Agreement shall continue in effect with respect to the Fund for
successive periods of 12 months, provided such continuance is
specifically approved at least annually by both (a) the vote of
a majority of the Fund's Board of Directors or the vote of a
majority of the outstanding voting securities of the Fund at the
time outstanding and entitled to vote, and (b) by the vote of a
majority of the Board of Directors who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval. Notwithstanding the foregoing, this Agreement may
be terminated by the Fund at any time, without the payment of
any penalty, upon giving the Advisor 60 days' notice (which
notice may be waived by the Advisor), provided that such
termination by the Fund shall be directed or approved by the
vote of a majority of the Board of Directors of the Fund in
office at the time or by the vote of the holders of a majority
of the voting securities of the Fund at the time outstanding and
entitled to vote, or by the Advisor on 60 days' written notice
(which notice may be waived by the Fund). This Agreement will
also immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall
have the same meanings of such terms in the 1940 Act.)
13. Notices. Any notice under this Agreement shall be in
writing to the other party at such address as the other party
may designate from time to time for the receipt of such notice
and shall be deemed to be received on the earlier of the date
actually received or on the fourth day after the postmark if
such notice is mailed first class postage prepaid.
14. Amendment of this Agreement. This Agreement may be
amended by the parties only if such amendment is specifically
approved by the vote of the Board of Directors of the Fund,
including a majority of those Board of Directors who are not
parties to this Agreement or interested persons of any such
party cast in person at a meeting called for the purpose of
voting on such approval and, where required by the 1940 Act, by
a vote of a majority of the outstanding voting securities of the
Fund.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
for contracts to be performed entirely therein without reference
to choice of law principles thereof and in accordance with the
applicable provisions of the 1940 Act. To the extent that the
applicable laws of the State of New York, or any of the
provisions, conflict with the applicable provisions of the 1940
Act, the latter shall control.
16. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall
inure to the benefit of the parties hereto and their respective
successors.
17. Counterparts. This Agreement may be executed in
counterparts by the parties hereto, each of which shall
constitute an original counterpart, and all of which, together,
shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers, all as of the day and the year first above written.
BLACKROCK BASIC VALUE FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
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Schedule A
Investment Advisory Fee
0.60% of that portion of the average daily Net Assets of the
Fund not exceeding $100 million; 0.50% of that portion of the
average daily Net Assets of the Fund in excess of $100 million
but not exceeding $200 million; and 0.40% of that portion of the
average daily Net Assets of the Fund in excess of $200 million
