Attached please find an exhibit to Sub-Item 77Q1(e) of Form N-
SAR, a copy of the Amended and Restated Investment Management
Agreement between BlackRock Enhanced Equity Dividend Trust and
BlackRock Advisors, LLC.
[PAGE BREAK]
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT
AGREEMENT (the "Agreement"), dated as of December 8, 2014, is
made and entered into by and between BlackRock Enhanced Equity
Dividend Trust (the "Trust"), a Delaware statutory trust, and
BlackRock Advisors, LLC (the "Advisor"), a Delaware limited
liability company.
WHEREAS, the Advisor has agreed to furnish investment
advisory services to the Trust, a closed-end management
investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, the Advisor and the Trust had entered into
the Investment Management Agreement, dated as of September 29,
2006 (the "Original Agreement");
WHEREAS, the Advisor, in connection with the
reorganization of the Trust with BlackRock Dividend Income
Trust, effective as of December 8, 2014, has agreed to reduce
its Investment Advisory Fee (as defined in the Original
Agreement) with respect to the Trust to an annual rate equal to
0.80% of the average weekly value of the Trust's net assets (the
"New Management Fee");
WHEREAS, the Advisor and the Trust now desire to amend
and restate the Original Agreement to reflect the New Management
Fee; and
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 Trust with
respect to the investment of the Trust's assets and to supervise
and arrange for the day-to-day operations of the Trust and the
purchase of securities for and the sale of securities held in
the investment portfolio of the Trust.
2. Duties and Obligations of the Advisor with
Respect to Investment of Assets of the Trust. Subject to the
succeeding provisions of this section and subject to the
direction and control of the Trust's Board of Trustees, the
Advisor shall (i) act as investment advisor for and supervise
and manage the investment and reinvestment of the Trust's assets
and in connection therewith have complete discretion in
purchasing and selling securities and other assets for the Trust
and in voting, exercising consents and exercising all other
rights appertaining to such securities and other assets on
behalf of the Trust; (ii) supervise continuously the investment
program of the Trust 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 Trust; and (iv)
provide investment research to the Trust.
3. Duties and Obligations of Advisor with Respect to
the Administration of the Trust. 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 Trust's Custodian, Transfer
Agent and Dividend Disbursing Agent and other service providers)
for the Trust. To the extent requested by the Trust, the
Advisor agrees to provide the following administrative services:
(a) Oversee the determination and publication of the
Trust's net asset value in accordance with the Trust's policy as
adopted from time to time by the Board of Trustees;
(b) Oversee the maintenance by the Trust's Custodian
and Transfer Agent and Dividend Disbursing Agent of certain
books and records of the Trust as required under Rule 31a-
1(b)(4) of the 1940 Act and maintain (or oversee maintenance by
such other persons as approved by the Board of Trustees) such
other books and records required by law or for the proper
operation of the Trust;
(c) Oversee the preparation and filing of the Trust'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 Trust's expenses;
(e) Prepare for review and approval by officers of
the Trust, financial information for the Trust's semi-annual and
annual reports, proxy statements and other communications with
shareholders required or otherwise to be sent to Trust
shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;
(f) Prepare for review by an officer of the Trust,
the Trust'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 Trust as may be mutually agreed upon and not
otherwise appropriately prepared by the Trust's custodian,
counsel or auditors;
(h) Prepare such information and reports as may be
required by any stock exchange or exchanges on which the Trust's
shares are listed;
(i) Make such reports and recommendations to the
Board of Trustees concerning the performance of the independent
accountants as the Board of Trustees may reasonably request or
deems appropriate;
(j) Make such reports and recommendations to the
Board of Trustees concerning the performance and fees of the
Trust's Custodian and Transfer and Dividend Disbursing Agent as
the Board of Trustees may reasonably request or deems
appropriate;
(k) Oversee and review calculations of fees paid to
the Trust's service providers;
(l) Oversee the Trust's portfolio and perform
necessary calculations as required under Section 18 of the 1940
Act;
(m) Consult with the Trust's officers, independent
accountants, legal counsel, custodian, accounting agent and
transfer and dividend disbursing agent in establishing the
accounting policies of the Trust and monitor financial and
shareholder accounting services;
(n) Review implementation of any share purchase
programs authorized by the Board of Trustees;
(o) Determine the amounts available for distribution
as dividends and distributions to be paid by the Trust to its
shareholders; prepare and arrange for the printing of dividend
notices to shareholders; and provide the Trust'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 Trust's dividend reinvestment
plan;
(p) Prepare such information and reports as may be
required by any banks from which the Trust borrows funds;
(q) Provide such assistance to the Custodian and the
Trust's counsel and auditors as generally may be required to
properly carry on the business and operations of the Trust;
(r) Assist in the preparation and filing of Forms 3,
4, and 5 pursuant to Section 16 of the Securities Exchange Act
of 1934, as amended, and Section 30(f) of the 1940 Act for the
officers and trustees of the Trust, such filings to be based on
information provided by those persons;
(s) Respond to or refer to the Trust's officers or
transfer agent, any shareholder (including any potential
shareholder) inquiries relating to the Trust; and
(t) Supervise any other aspects of the Trust's
administration as may be agreed to by the Trust and the Advisor.
All services are to be furnished through the medium of any
directors, officers or employees of the Advisor or its
affiliates as the Advisor deems appropriate in order to fulfill
its obligations hereunder. 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 Trust, or assign all or a
portion of this Agreement to any of its affiliates. The Advisor
may terminate any or all sub-advisors in its sole discretion at
any time to the extent permitted by applicable law.
The Trust 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.
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
Agreement and Declaration of Trust and By-Laws of the Trust, as
such documents are amended from time to time; (iv) the
investment objectives and policies of the Trust as set forth in
its Registration Statement on Form N-2; and (v) any policies and
determinations of the Board of Trustees of the Trust; and
(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 Trust 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 Trust and its
other clients and that the total commissions paid by the
Trust will be reasonable in relation to the benefits to the
Trust over the long-term. In no instance, however, will
the Trust's securities be purchased from or sold to the
Advisor, or any affiliated person thereof, except to the
extent permitted by the SEC or by applicable law;
(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 Trust, its
investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for
purchase or sale for the Trust's account are customers of
the commercial department of its affiliates; and
(iii) treat confidentially and as proprietary
information of the Trust all records and other information
relative to the Trust, and the Trust'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 Trust, 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 Trust.
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. 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 Trust
are the property of the Trust and further agrees to surrender
promptly to the Trust any such records upon the Trust'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.
7. Agency Cross Transactions. From time to time,
the Advisor or brokers or dealers affiliated with it may find
themselves in a position to buy for certain of their brokerage
clients (each an "Account") securities which the Advisor's
investment advisory clients wish to sell, and to sell for
certain of their brokerage clients securities which advisory
clients wish to buy. Where one of the parties is an advisory
client, the Advisor or the affiliated broker or dealer cannot
participate in this type of transaction (known as a cross
transaction) on behalf of an advisory client and retain
commissions from one or both parties to the transaction without
the advisory client's consent. This is because in a situation
where the Advisor is making the investment decision (as opposed
to a brokerage client who makes his own investment decisions),
and the Advisor or an affiliate is receiving commissions from
both sides of the transaction, there is a potential conflicting
division of loyalties and responsibilities on the Advisor's part
regarding the advisory client. The SEC has adopted a rule under
the Investment Advisers Act of 1940, as amended, which permits
the Advisor or its affiliates to participate on behalf of an
Account in agency cross transactions if the advisory client has
given written consent in advance. By execution of this
Agreement, the Trust authorizes the Advisor or its affiliates to
participate in agency cross transactions involving an Account.
The Trust may revoke its consent at any time by written notice
to the Advisor.
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 trustees fees of any
officers or trustees of the Trust who are affiliated persons (as
defined in the 0000 Xxx) of the Advisor; provided that the Board
of Trustees of the Trust 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 Trust 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 Trust operations or the operations of
other investment companies advised by the Advisor.
9. Compensation of the Advisor. (a) The Trust
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 0.80% of the average weekly value of
the Trust's net assets. 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 Trust shall be calculated pursuant to the procedures adopted
by resolutions of the Trustees of the Trust for calculating the
value of the Trust's assets or delegating such calculations to
third parties.
10. Indemnity. (a) The Trust may, with the prior
consent of the Board of Trustees of the Trust, including a
majority of the trustees of the Trust who are not "interested
persons" of the Trust (as defined in Section 2(a)(19) of the
1940 Act), indemnify the Advisor, and each of the Advisor's
directors, officers, employees, agents, associates and
controlling persons and the directors, 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 Trust 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 Trust 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 Trust 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 Trust 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
Trustees of the Trust, including a majority of the trustees of
the Trust who are not "interested persons" of the Trust (as
defined in Section 2(a)(19) of the 1940 Act).
(b) The Trust may make advance payments in connection
with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust 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 Trust unless it
is subsequently determined that such Indemnitee is entitled to
such indemnification and if the trustees of the Trust 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 Trust shall be
insured against losses arising by reason of any unlawful
advance, or (C) a majority of a quorum consisting of trustees of
the Trust who are neither "interested persons" of the Trust (as
defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the
proceeding ("Disinterested Non-Party Trustees") 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 Trustees of the Trust, 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. (a) The Advisor will
not be liable for any error of judgment or mistake of law or for
any loss suffered by Advisor or by the Trust 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.
(b) Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto acknowledge and
agree that, as provided in Section 5.1 of Article V of the
Declaration of Trust, this Agreement is executed by the Trustees
and/or officers of the Trust, not individually but as such
Trustees and/or officers of the Trust, and the obligations
hereunder are not binding upon any of the Trustees or
Shareholders individually but bind only the estate of the Trust.
12. Duration and Termination. This Agreement shall
become effective as of the date hereof and, unless sooner
terminated with respect to the Trust 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 Trust 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 Trust's Board of Trustees or
the vote of a majority of the outstanding voting securities of
the Trust at the time outstanding and entitled to vote, and (b)
by the vote of a majority of the Trustees 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 Trust 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 Trust shall be directed or approved
by the vote of a majority of the Trustees of the Trust in office
at the time or by the vote of the holders of a majority of the
voting securities of the Trust at the time outstanding and
entitled to vote, or by the Advisor on 60 days' written notice
(which notice may be waived by the Trust). 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. No provision of
this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.
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.
16. Use of the Name BlackRock. The Advisor has
consented to the use by the Trust of the name or identifying
word "BlackRock" in the name of the Trust. Such consent is
conditioned upon the employment of the Advisor as the investment
advisor to the Trust. The name or identifying word "BlackRock"
may be used from time to time in other connections and for other
purposes by the Advisor and any of its affiliates. The Advisor
may require the Trust to cease using "BlackRock" in the name of
the Trust if the Trust ceases to employ, for any reason, the
Advisor, any successor thereto or any affiliate thereof as
investment advisor of the Trust.
17. 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.
18. 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 ENHANCED EQUITY DIVIDEND TRUST
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
646997.01-BOSSR01A - MSW
