BlackRock Municipal Income Investment Trust
File No. 811-10333
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 Amended and Restated Investment Management Agreement between BlackRock
Municipal Income Investment Trust and BlackRock Advisors, LLC.
Exhibit 77Q1(e)
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, dated May 16, 2016, between BlackRock Municipal Income
Investment Trust (the "TRUST"), a Delaware statutory trust, and BlackRock
Advisors, LLC (the "ADVISOR"), a Delaware limited liability company.
WHEREAS, 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"); and
WHEREAS, the Advisor, in connection with the reorganization of the Trust
with BlackRock Municipal Bond Investment Trust, effective as of May 16, 2016,
has agreed to reduce its Investment Advisory Fee with respect to the Trust to
an annual rate equal to 0.57% of the average weekly value of the Trust's
Managed Assets (as defined herein) (the "New Investment Advisory Fee"); and
WHEREAS, the Advisor and the Trust now desire to amend and restate the
Original Agreement to reflect the New Investment Advisory 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.
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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;
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(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.
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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
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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 xxxxxx 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 1940 Act) 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.
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(a) Compensation of the Advisor. 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 0.57% of the average weekly value of the
Trust's Managed Assets. "MANAGED ASSETS" means the total assets of the Trust
minus the sum of the accrued liabilities (other than the aggregate indebtedness
constituting financial leverage). 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.
9. 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
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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 1940 Act) 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.
10. 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.
11. Duration and Termination. This Agreement shall become effective as
of 5:01 p.m., New York City time, on the date hereof and, unless sooner
terminated with respect to the Trust as provided herein, shall continue in
effect until June 30, 2017. 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
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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.)
12. 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.
13. 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.
14. 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.
15. 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.
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.
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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 MUNICIPAL INCOME INVESTMENT
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
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