TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2009 among the Borrowers party hereto, the Banks party hereto, The Bank of New York Mellon, as Syndication Agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC...

Exhibit 99.8(c)

TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT

dated as of

November 18, 2009

among

the Borrowers party hereto,

the Banks party hereto,

The Bank of New York Mellon,
as Syndication Agent,

State Street Bank and Trust Company,
Citibank, N.A., and
HSBC Bank USA, N.A.,
Documentation Agents

and

JPMorgan Chase Bank, N.A.,
as Administrative Agent

Arranged by

X.X. Xxxxxx Securities Inc.,
as Sole Lead Arranger and Sole Bookrunner

related to the Credit Agreement dated as of November 19, 2008

THIS TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “TRR Agreement”), dated as of November 18, 2009 among certain borrowers set forth on the signature pages hereto (each, a “Borrower”), the various financial institutions parties to this TRR Agreement (collectively, the “Banks”), The Bank of New York Mellon, as syndication agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC Bank USA, N.A., as documentation agents, and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”).

WHEREAS, certain of the Borrowers, certain of the Banks, the Administrative Agent and various other agents entered into a Credit Agreement dated as of November 19, 2008 (as such Credit Agreement has been and may be terminated, replaced and restated, amended, supplemented or otherwise modified from time to time, the “Original Credit Agreement”; terms defined in the Original Credit Agreement are, unless otherwise defined or the context otherwise requires, used herein as defined therein); and

WHEREAS, the Original Credit Agreement is to be terminated as provided herein, and the Banks and the Administrative Agent are willing, subject to the terms and conditions of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1: TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in Section 2 hereof:

1.1 The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement identical in form and substance to the Original Credit Agreement except as expressly set forth below (the “New Credit Agreement”).

1.2 The heading of the New Credit Agreement shall read as follows:

“THIS CREDIT AGREEMENT, dated as of November 18, 2009, is made by and among each of the investment companies, and to the extent any Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, each Delaware LLC, Trust or Maryland corporation on behalf of such Borrower, as are or may become party hereto listed on the signature pages hereto or hereafter added hereto, the various banks as are or may become party hereto (collectively, the “Banks”), The Bank of New York Mellon, as syndication agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC Bank USA, N.A., as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Banks.”

1.3 Definitions. Section 1.1 of the New Credit Agreement is hereby amended

(a) So that the following definitions are either added or, as applicable, amended and restated to read in their entirety as stated below:

“Applicable Margin” means, for any day, 1.25% per annum.

“Effective Date” means November 18, 2009.

“Termination Date” means November 17, 2010, or such earlier date on which the Commitments shall terminate as provided herein, provided that the Termination Date (and each Bank’s Commitment to make Loans hereunder) may be extended in accordance with Section 2.6 hereof.

(b) So that the following definitions are deleted in their entirety: “CDX Index”, “Prospective Bank” and “Reset Rate”.

1.4 Section 2.10(a) of the New Credit Agreement is hereby amended to read in its entirety as follows:

“(a) Subject to the allocation requirements of Section 2.14, during the Revolving Credit Period, each of the Borrowers severally shall pay to the Administrative Agent for the account of each Bank its pro rata share of the commitment fee at the rate of 0.10% per annum on the daily amount by which the aggregate amount of such Bank’s Commitment Amount exceeded the aggregate outstanding principal amount of the Loans made by such Bank. For the purpose of calculating the commitment fee, Swing Advances shall not be considered to be outstanding Loans.”

1.5 Section 2.18 of the New Credit Agreement is hereby amended to read in its entirety as follows:

“2.18. Intentionally Omitted.”

1.6 Exhibit I. Exhibit I to the New Credit Agreement is hereby amended to read as set forth as Exhibit I to this TRR Agreement.

1.7 Schedule 1. Schedule 1 to the New Credit Agreement is hereby amended to read as set forth as Schedule 1 to this TRR Agreement.

1.8 Schedule 4.9. Schedule 4.9 to the New Credit Agreement is hereby amended to read as set forth as Schedule 4.9 to this TRR Agreement.

1.9 Schedule 5.20. Schedule 5.20 to the New Credit Agreement is hereby amended to read as set forth as Schedule 5.20 to this TRR Agreement.

SECTION 2: CONDITIONS PRECEDENT. This TRR Agreement shall become effective when each of the conditions precedent set forth in this Section 2 shall have been satisfied.

2.1 Receipt of Amendment. This TRR Agreement shall have been duly executed by the Borrowers, the Administrative Agent and the Banks.

2.2 Opinion of Counsel. The Administrative Agent shall have received from each Borrower an opinion of counsel to the Borrowers in form satisfactory to the Administrative Agent; provided that only limited opinions shall be provided with respect to Borrowers as previously agreed upon between the Adviser and the Administrative Agent.

2.3 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this TRR Agreement, the following statements by each Borrower and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, shall be true and correct (and each Borrower, and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, by its execution of this TRR Agreement, hereby severally represents and warrants to the Banks with respect to itself that such statements are true and correct as at such times):

(a) the representations and warranties with respect to such Borrower set forth in Article IV of the New Credit Agreement, shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(b) no Default or Event of Default shall have then occurred and be continuing with respect to such Borrower.

2.4 Receipt of Allocation Notice. The Administrative Agent shall have received an Allocation Notice from the Borrowers.

SECTION 3: REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into this TRR Agreement, each Borrower and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, severally represents and warrants with respect to itself to each Bank as follows:

3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such Borrower or, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation on behalf of such Borrower, of this TRR Agreement is within such Borrower’s, or to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC’s, Trust’s or Maryland corporation’s limited liability company, trust or corporate powers, as the case may be, have been duly authorized by all necessary limited liability company, trust or corporate action, as applicable, on the part of such Borrower or, to the extent such Borrower is a series of a Delaware LLC, Trust or Maryland corporation, such Delaware LLC, Trust or such Maryland corporation, and do not:

(a) conflict with such Borrower’s, or to the extent such Borrower is a series of a Delaware LLC, Trust or Maryland corporation, such Delaware LLC’s, Trust’s or Maryland corporation’s Organization Documents;

(b) conflict with the most recent Prospectus or the most recent SAI (if applicable) of, any law applicable to, material agreement binding upon, or court or administrative order or decree applicable to, such Borrower; or

(c) result in, or require the creation or imposition of, any Lien on any of such Borrower’s assets.

3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance of this TRR Agreement by such Borrower, or to the extent Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation.

3.3 Validity, etc. This TRR Agreement constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

SECTION 4: MISCELLANEOUS.

4.1 Effectiveness. Until the occurrence of the earlier to occur of the date of effectiveness of this TRR Agreement as provided in Section 2 hereof and the Termination Date (as defined in the Original Credit Agreement), the Original Credit Agreement shall continue in full force and effect in accordance with the provisions thereof and the rights and obligations of the parties thereto shall not be affected hereby, and all fees and interest accruing under the Original Credit Agreement shall continue to accrue at the rates provided for therein. Upon the effectiveness hereof, all rights and obligations of the parties shall be as set forth in the New Credit Agreement (except that any provision of the Original Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).

4.2 Payment of Costs and Expenses. Each Borrower severally agrees to pay on demand its pro rata share of all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this TRR Agreement.

4.3 Severability. Any provision of this TRR Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this TRR Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

4.4 Headings. The various headings of this TRR Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this TRR Agreement or any provisions hereof.

4.5 Execution in Counterparts. This TRR Agreement may be executed by the parties hereto in several counterparts (including by facsimile or other reliable electronic transmission), each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

4.6 Governing Law. THIS TRR AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

4.7 Successors and Assigns. This TRR Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

[Remainder of this page intentionally left blank; signature pages to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

	JPMORGAN CHASE BANK, N.A.


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	Accepted and agreed to as of
	the date first above written:

	Maryland Corporations:

	BLACKROCK BALANCED CAPITAL FUND, INC.

	BLACKROCK BOND FUND, INC., on behalf of the following series:
	*High Income Portfolio

	BLACKROCK FOCUS VALUE FUND, INC.

	BLACKROCK FUNDAMENTAL GROWTH FUND, INC.

	BLACKROCK GLOBAL ALLOCATION FUND, INC.

	BLACKROCK GLOBAL EMERGING MARKETS FUND, INC.

	BLACKROCK GLOBAL GROWTH FUND, INC.

	BLACKROCK GLOBAL SMALLCAP FUND, INC.

	BLACKROCK HEALTHCARE FUND, INC.

	BLACKROCK LARGE CAP SERIES FUNDS, INC., on behalf of the following series:
	*BlackRock Large Cap Core Plus Fund

	BLACKROCK LATIN AMERICA FUND, INC.

	BLACKROCK MID CAP VALUE OPPORTUNITIES SERIES, INC., on behalf of the following series:
	*BlackRock Mid Cap Value Opportunities Fund

	BLACKROCK MUNICIPAL BOND FUND, INC., on behalf of each of the following series:
	*BlackRock High Yield Municipal Fund
	*BlackRock Municipal Insured Fund
	*BlackRock National Municipal Fund
	*BlackRock Short-Term Municipal Fund

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	BLACKROCK PACIFIC FUND, INC.

	BLACKROCK SERIES FUND, INC., on behalf of each of the following series:
	*BlackRock Balanced Capital Portfolio
	*BlackRock Fundamental Growth Portfolio
	*BlackRock Global Allocation Portfolio
	*BlackRock Government Income Portfolio
	*BlackRock High Income Portfolio
	*BlackRock Large Cap Core Portfolio
	*BlackRock Total Return Portfolio

	BLACKROCK UTILITIES AND TELECOMMUNICATIONS FUND, INC.

	BLACKROCK VARIABLE SERIES FUNDS, INC., on behalf of each of the following series:
	*BlackRock Balanced Capital V.I. Fund
	*BlackRock Basic Value V.I. Fund
	*BlackRock Fundamental Growth V.I. Fund
	*BlackRock Global Allocation V.I. Fund
	*BlackRock Global Growth V.I. Fund
	*BlackRock Government Income V.I. Fund
	*BlackRock High Income V.I. Fund
	*BlackRock International Value V.I. Fund
	*BlackRock Large Cap Core V.I. Fund
	*BlackRock Large Cap Growth V.I. Fund
	*BlackRock Large Cap Value V.I. Fund
	*BlackRock S&P 500 Index V.I. Fund
	*BlackRock Total Return V.I. Fund
	*BlackRock Utilities and Telecommunications V.I. Fund
	*BlackRock Value Opportunities V.I. Fund

	BLACKROCK WORLD INCOME FUND, INC.

	FDP SERIES INC., on behalf of each of the following series:
	*Franklin Xxxxxxxxx Total Return FDP Fund
	*Xxxxxxx Growth FDP Fund
	*MFS Research International FDP Fund
	*Xxx Xxxxxx Value FDP Fund

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	Massachusetts Business Trusts:

	BLACKROCK CALIFORNIA MUNICIPAL SERIES TRUST, on behalf of the following series:
	*BlackRock California Municipal Bond Fund (formerly BlackRock California Insured Municipal Bond Fund)

	BLACKROCK EQUITY DIVIDEND FUND

	BLACKROCK EUROFUND

	BLACKROCK FUNDS, on behalf of each of the following series:
	*BlackRock All-Cap Energy & Resources Portfolio (formerly BlackRock All-Cap Global Resources Portfolio)
	*BlackRock Asset Allocation Portfolio
	*BlackRock Aurora Portfolio
	*BlackRock Capital Appreciation Portfolio
	*BlackRock Energy & Resources Portfolio (formerly BlackRock Global Resources Portfolio)
	*BlackRock Exchange Portfolio
	*BlackRock Global Opportunities Portfolio
	*BlackRock Health Sciences Opportunities Portfolio
	*BlackRock International Diversification Fund
	*BlackRock International Opportunities Portfolio
	*BlackRock Mid-Cap Growth Equity Portfolio (formerly referred to as BlackRock Mid-Cap Equity Growth Portfolio)
	*BlackRock Mid-Cap Value Equity Portfolio
	*BlackRock Science & Technology Opportunities Portfolio
	*BlackRock Small Cap Core Equity Portfolio
	*BlackRock Small Cap Growth Equity Portfolio (formerly referred to as BlackRock Small Cap Equity Growth Portfolio)
	*BlackRock Small Cap Value Equity Portfolio (formerly referred to as BlackRock Small Cap Value Portfolio)
	*BlackRock Small/Mid-Cap Growth Equity Portfolio (formerly referred to as BlackRock Small/Mid-Cap Growth Portfolio)
	*BlackRock U.S. Opportunities Portfolio

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	BLACKROCK FUNDS II, on behalf of each of the following series:
	*BlackRock Aggressive Growth Prepared Portfolio (formerly referred to as Prepared Portfolios - Aggressive Growth Prepared Portfolios)
	*BlackRock AMT-Free Municipal Bond Portfolio
	*BlackRock Bond Portfolio
	*BlackRock Conservative Prepared Portfolio (formerly referred to as Prepared Portfolios - Conservative Prepared Portfolios)
	*BlackRock Delaware Municipal Bond Portfolio
	*BlackRock Emerging Market Debt Portfolio
	*BlackRock Enhanced Income Portfolio
	*BlackRock GNMA Portfolio
	*BlackRock Government Income Portfolio
	*BlackRock Growth Prepared Portfolio (formerly referred to as Prepared Portfolios - Growth Prepared Portfolios)
	*BlackRock High Yield Bond Portfolio
	*BlackRock Income Builder Portfolio
	*BlackRock Income Portfolio
	*BlackRock Inflation Protected Bond Portfolio
	*BlackRock Intermediate Government Bond Portfolio
	*BlackRock International Bond Portfolio
	*BlackRock Kentucky Municipal Bond Portfolio
	*BlackRock Long Duration Bond Portfolio
	*BlackRock Low Duration Bond Portfolio
	*BlackRock Managed Income Portfolio
	*BlackRock Moderate Prepared Portfolio (formerly referred to as Prepared Portfolios - Moderate Prepared Portfolios)
	*BlackRock Ohio Municipal Bond Portfolio
	*BlackRock Prepared Portfolio 2010 (formerly referred to as Life Cycle Prepared Portfolio 2010)
	*BlackRock Prepared Portfolio 2015 (formerly referred to as Life Cycle Prepared Portfolio 2015)
	*BlackRock Prepared Portfolio 2020 (formerly referred to as Life Cycle Prepared Portfolio 2020)
	*BlackRock Prepared Portfolio 2025 (formerly referred to as Life Cycle Prepared Portfolio 2025)
	*BlackRock Prepared Portfolio 2030 (formerly referred to as Life Cycle Prepared Portfolio 2030)
	*BlackRock Prepared Portfolio 2035 (formerly referred to as Life Cycle Prepared Portfolio 2035)

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	*BlackRock Prepared Portfolio 2040 (formerly referred to as Life Cycle Prepared Portfolio 2040)
	*BlackRock Prepared Portfolio 2045 (formerly referred to as Life Cycle Prepared Portfolio 2045)
	*BlackRock Prepared Portfolio 2050 (formerly referred to as Life Cycle Prepared Portfolio 2050)
	*BlackRock Strategic Income Portfolio
	*BlackRock Total Return Portfolio II

	BLACKROCK INTERNATIONAL VALUE TRUST, on behalf of the following series:
	*BlackRock International Value Fund

	BLACKROCK MULTI-STATE MUNICIPAL SERIES TRUST, on behalf of each of the following series:
	*BlackRock New Jersey Municipal Bond Fund
	*BlackRock New York Municipal Bond Fund
	*BlackRock Pennsylvania Municipal Bond Fund

	BLACKROCK MUNICIPAL SERIES TRUST, on behalf of the following series:
	*BlackRock Intermediate Municipal Fund

	BLACKROCK NATURAL RESOURCES TRUST

	Delaware Statutory Trusts:

	BLACKROCK BOND ALLOCATION TARGET SHARES, on behalf of each of the following series:
	*Bond Allocation Target Shares Series C
	*Bond Allocation Target Shares Series M
	*Bond Allocation Target Shares Series N
	*Bond Allocation Target Shares Series S

	BLACKROCK GLOBAL DYNAMIC EQUITY FUND

	BLACKROCK PRINCIPAL PROTECTED TRUST, on behalf of each of the following series:
	*BlackRock Basic Value Principal Protected Fund
	*BlackRock Fundamental Growth Principal Protected Fund

	MANAGED ACCOUNT SERIES, on behalf of:
	*Global SmallCap Portfolio

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	*High Income Portfolio
	*Mid Cap Value Opportunities Portfolio
	*US Mortgage Portfolio

	Delaware Limited Liability Companies:

	BLACKROCK MASTER LLC, on behalf of each of the following series:
	*BlackRock Master International Portfolio
	*BlackRock Master Small Cap Growth Portfolio

	GLOBAL FINANCIAL SERVICES MASTER LLC, on behalf of the following series:
	*Global Financial Services Portfolio

	MASTER BASIC VALUE LLC

	MASTER BOND LLC, on behalf of the following series:
	*Master Total Return Portfolio

	MASTER FOCUS GROWTH LLC

	MASTER LARGE CAP SERIES LLC, on behalf of each of the following series:
	*Master Large Cap Core Portfolio
	*Master Large Cap Growth Portfolio
	*Master Large Cap Value Portfolio

	MASTER SENIOR FLOATING RATE LLC

	MASTER VALUE OPPORTUNITIES LLC

	QUANTITATIVE MASTER SERIES LLC, on behalf of each of the following series:
	*Master Core Bond Enhanced Index Series
	*Master Enhanced International Series
	*Master Enhanced S&P 500 Series
	*Master Enhanced Small Cap Series
	*Master Extended Market Index Series
	*Master International Index Series
	*Master MidCap Index Series
	*Master S&P 500 Index Series
	*Master Small Cap Index Series

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	SHORT-TERM BOND MASTER LLC, on behalf of the following series:
	*Short-Term Bond Master Portfolio (formerly referred to as BlackRock Short Term Bond Fund)


By:
	Name:
	Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	THE BANK OF NEW YORK MELLON


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	STATE STREET BANK AND TRUST COMPANY


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	HSBC BANK USA, N.A.


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	CITIBANK, N.A.


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	XXXXX BROTHERS XXXXXXXX & CO.


	By:
		Name:
		Title:

BLACKROCK FUNDS

NOVEMBER 2009 TRR

SIGNATURE PAGE

	BANK OF AMERICA, N.A.


	By:
		Name:
		Title:

Exhibit I

Intentionally Omitted.

Schedule 1

ADDRESSES FOR NOTICES AND
COMMITMENT AMOUNTS

JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 and 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attention: Xxxxxxx Xxxxxxx		Commitment Amount: $100,000,000 Commitment Percentage: 20%

The Bank of New York Mellon Xxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $100,000,000 Commitment Percentage: 20%

State Street Bank and Trust Company Mutual Fund Lending Lafayette Corporate Center 0 Xxxxxx xx Xxxxxxxxx 0xx Xxxxx Xxxxxx, XX 00000 Attention: Xx. Xxxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $90,000,000 Commitment Percentage: 18%

HSBC Bank USA 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Mr. Xxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $75,000,000 Commitment Percentage: 15%

Citibank, N.A. 000 Xxxxxxxxx Xx., 00xx Xx Xxx Xxxx, XX 00000 Attention: Xx. Xxxxxxxxx Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $75,000,000 Commitment Percentage: 15%

Xxxxx Brothers Xxxxxxxx & Co. 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Mr. Xxxxxxx XxXxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $35,000,000 Commitment Percentage: 7%

Bank of America, N.A. Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000		Commitment Amount: $25,000,000 Commitment Package: 5%

Schedule 4.9

BORROWERS WITH LESS THAN 25% OF ASSETS IN MARGIN STOCK

Master Senior Floating Rate LLC

BlackRock California Municipal Series Trust,

on behalf of the following series:

*BlackRock California Municipal Bond Fund

BlackRock Multi-State Municipal Series Trust,

on behalf of each of the following series:

*BlackRock New Jersey Municipal Bond Fund

*BlackRock New York Municipal Bond Fund

*BlackRock Pennsylvania Municipal Bond Fund

BlackRock Municipal Bond Fund, Inc.,

on behalf of each of the following series:

*BlackRock High Yield Municipal Fund

*BlackRock Municipal Insured Fund

*BlackRock National Municipal Fund

*BlackRock Short-Term Municipal Fund

BlackRock Municipal Series Trust,

on behalf of the following series:

*BlackRock Intermediate Municipal Fund

BlackRock Series Funds, Inc.,

on behalf of the following series:

*BlackRock Government Income Portfolio

BlackRock Variable Series Funds, Inc.,

on behalf of the following series:

*BlackRock Government Income V.I. Fund

Schedule 5.20

LIST OF CUSTODIANS

NAME OF BORROWER		NAME OF CUSTODIAN*

Maryland Corporations:

BLACKROCK BALANCED CAPITAL FUND, INC.		BONY

BLACKROCK BOND FUND, INC., on behalf of the following series: *High Income Portfolio		State Street

BLACKROCK FOCUS VALUE FUND, INC.		JPMorgan Chase

BLACKROCK FUNDAMENTAL GROWTH FUND, INC.		JPMorgan Chase

BLACKROCK GLOBAL ALLOCATION FUND, INC.		Xxxxx Brothers

BLACKROCK GLOBAL EMERGING MARKETS FUND, INC.		Xxxxx Brothers

BLACKROCK GLOBAL GROWTH FUND, INC.		State Street

BLACKROCK GLOBAL SMALLCAP FUND, INC.		Xxxxx Brothers

BLACKROCK HEALTHCARE FUND, INC.		JPMorgan Chase

BLACKROCK LARGE CAP SERIES FUNDS, INC., on behalf of the following series: *BlackRock Large Cap Core Plus Fund		Xxxxx Brothers

BLACKROCK LATIN AMERICA FUND, INC.		Xxxxx Brothers

BLACKROCK MID CAP VALUE OPPORTUNITIES SERIES, INC., on behalf of the following series: *BlackRock Mid Cap Value Opportunities Fund		BONY

NAME OF BORROWER		NAME OF CUSTODIAN*

BLACKROCK MUNICIPAL BOND FUND, INC., on behalf of each of the following series: BlackRock High Yield Municipal Fund BlackRock Municipal Insured Fund BlackRock National Municipal Fund BlackRock Short-Term Municipal Fund		All BONY

BLACKROCK PACIFIC FUND, INC.		Xxxxx Brothers

BLACKROCK SERIES FUND, INC., on behalf of each of the following series:		All BONY, except as otherwise indicated.
*BlackRock Balanced Capital Portfolio
*BlackRock Fundamental Growth Portfolio
*BlackRock Global Allocation Portfolio		Xxxxx Brothers
*BlackRock Government Income Portfolio
*BlackRock High Income Portfolio
*BlackRock Large Cap Core Portfolio
*BlackRock Total Return Portfolio

BLACKROCK UTILITIES AND TELECOMMUNICATIONS FUND, INC.		JPMorgan Chase

BLACKROCK WORLD INCOME FUND, INC.		State Street

BLACKROCK VARIABLE SERIES FUNDS, INC., on behalf of each of the following series:		All BONY, except as otherwise indicated.
*BlackRock Balanced Capital V.I. Fund
*BlackRock Basic Value V.I. Fund
*BlackRock Fundamental Growth V.I. Fund
*BlackRock Global Allocation V.I. Fund		Xxxxx Brothers
*BlackRock Global Growth V.I. Fund
*BlackRock Government Income V.I. Fund
*BlackRock High Income V.I. Fund
*BlackRock S&P 500 Index V.I. Fund
*BlackRock International Value V.I. Fund		Xxxxx Brothers
*BlackRock Large Cap Core V.I. Fund
*BlackRock Large Cap Growth V.I. Fund		Xxxxx Brothers
*BlackRock Large Cap Value V.I. Fund
*BlackRock Total Return V.I. Fund
*BlackRock Utilities and Telecommunications V.I. Fund
*BlackRock Value Opportunities V.I. Fund

NAME OF BORROWER		NAME OF CUSTODIAN*

FDP SERIES INC., on behalf of each of the following series: Franklin Xxxxxxxxx Total Return FDP Fund Xxxxxxx Growth FDP Fund MFS Research International FDP Fund Xxx Xxxxxx Value FDP Fund		All Xxxxx Brothers

Massachusetts Business Trusts:

BLACKROCK CALIFORNIA MUNICIPAL SERIES TRUST, on behalf of the following series: *BlackRock California Municipal Bond Fund		BONY

BLACKROCK EQUITY DIVIDEND FUND		State Street

BLACKROCK EUROFUND		Xxxxx Brothers

BLACKROCK FUNDS, on behalf of the following series: BlackRock All-Cap Energy & Resources Portfolio BlackRock Asset Allocation Portfolio BlackRock Aurora Portfolio BlackRock Capital Appreciation Portfolio BlackRock Exchange Portfolio BlackRock Global Opportunities Portfolio BlackRock Energy & Resources Portfolio BlackRock Science & Technology Opportunities Portfolio BlackRock Health Sciences Opportunities Portfolio BlackRock International Diversification Fund BlackRock International Opportunities Portfolio BlackRock Mid-Cap Growth Equity Portfolio BlackRock Mid-Cap Value Equity Portfolio BlackRock Small Cap Core Equity Portfolio BlackRock Small Cap Growth Equity Portfolio BlackRock Small Cap Value Equity Portfolio BlackRock Small/Mid-Cap Growth Equity Portfolio BlackRock U.S. Opportunities Portfolio		All PFPC

NAME OF BORROWER		NAME OF CUSTODIAN*

BLACKROCK FUNDS II, on behalf of each of the following series:		All PFPC, except as otherwise indicated
*BlackRock Aggressive Growth Prepared Portfolio
*BlackRock AMT-Free Municipal Bond Portfolio
*BlackRock Bond Portfolio
*BlackRock Conservative Prepared Portfolio
*BlackRock Delaware Municipal Bond Portfolio
*BlackRock Emerging Markets Debt Portfolio		Xxxxx Brothers
*BlackRock Enhanced Income Portfolio
*BlackRock GNMA Portfolio
*BlackRock Government Income Portfolio
*BlackRock Growth Prepared Portfolio
*BlackRock High Yield Bond Portfolio
*BlackRock Income Builder Portfolio
*BlackRock Income Portfolio
*BlackRock Inflation Protected Bond Portfolio
*BlackRock Intermediate Government Bond Portfolio
*BlackRock International Bond Portfolio
*BlackRock Kentucky Municipal Bond Portfolio
*BlackRock Long Duration Bond Portfolio
*BlackRock Low Duration Bond Portfolio
*BlackRock Managed Income Portfolio
*BlackRock Moderate Prepared Portfolio
*BlackRock Ohio Municipal Bond Portfolio
*BlackRock Prepared Portfolio 2010
*BlackRock Prepared Portfolio 2015
*BlackRock Prepared Portfolio 2020
*BlackRock Prepared Portfolio 2025
*BlackRock Prepared Portfolio 2030
*BlackRock Prepared Portfolio 2035
*BlackRock Prepared Portfolio 2040
*BlackRock Prepared Portfolio 2045
*BlackRock Prepared Portfolio 2050
*BlackRock Strategic Income Portfolio
*BlackRock Total Return Portfolio II

BLACKROCK INTERNATIONAL VALUE TRUST, on behalf of the following series: *BlackRock International Value Fund		Xxxxx Brothers

BLACKROCK MULTI-STATE MUNICIPAL SERIES TRUST, on behalf of each of the following series: BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Bond Fund *BlackRock Pennsylvania Municipal Bond Fund		All State Street

NAME OF BORROWER		NAME OF CUSTODIAN*

BLACKROCK MUNICIPAL SERIES TRUST, on behalf of the following series: *BlackRock Intermediate Municipal Fund		State Street

BLACKROCK NATURAL RESOURCES TRUST		BONY

Delaware Statutory Trusts:

BLACKROCK BOND ALLOCATION TARGET SHARES, on behalf of each of the following series: Bond Allocation Target Shares Series C Bond Allocation Target Shares Series M Bond Allocation Target Shares Series N Bond Allocation Target Shares Series S		All PFPC

BLACKROCK GLOBAL DYNAMIC EQUITY FUND		Xxxxx Brothers

BLACKROCK PRINCIPAL PROTECTED TRUST, on behalf of each of the following series: BlackRock Basic Value Principal Protected Fund BlackRock Fundamental Growth Principal Protected Fund		All Xxxxx Brothers

MANAGED ACCOUNT SERIES, on behalf of:
*Global SmallCap Portfolio		Xxxxx Brothers
*High Income Portfolio		State Street
*Mid Cap Value Opportunities Portfolio		Xxxxx Brothers
*US Mortgage Portfolio		State Street

Delaware LLCs:

BLACKROCK MASTER LLC, on behalf of each of the following series: BlackRock Master International Portfolio BlackRock Master Small Cap Growth Portfolio		All Xxxxx Brothers

GLOBAL FINANCIAL SERVICES MASTER LLC, on behalf of the following series: *Global Financial Services Portfolio		Xxxxx Brothers

MASTER BOND LLC, on behalf of the following series: *Master Total Return Bond Portfolio		State Street

MASTER BASIC VALUE LLC		BONY

NAME OF BORROWER		NAME OF CUSTODIAN*

MASTER FOCUS GROWTH LLC		BONY

MASTER LARGE CAP SERIES LLC, on behalf of each of the following series: Master Large Cap Core Portfolio Master Large Cap Growth Portfolio *Master Large Cap Value Portfolio		All Xxxxx Brothers

MASTER SENIOR FLOATING RATE LLC		BONY

MASTER VALUE OPPORTUNITIES LLC		BONY

QUANTITATIVE MASTER SERIES LLC, on behalf of each of the following series:		All JPMorgan Chase, except as otherwise indicated
*Master Core Bond Enhanced Index Series
*Master Enhanced International Series
*Master Enhanced S&P 500 Series
*Master Enhanced Small Cap Series
*Master Extended Market Index Series
*Master International Index Series
*Master MidCap Index Series
*Master S&P 500 Index Series		State Street
*Master SmallCap Index Series		State Street

SHORT-TERM BOND MASTER TRUST, on behalf of the following series: *Short-Term Bond Master Portfolio		Xxxxx Brothers

1. “BONY” = The Bank of New York Mellon

2. “Xxxxx Brothers” = Xxxxx Brothers Xxxxxxxx & Co.

3. “JPMorgan Chase” = JPMorgan Chase Bank, N.A.

4. “State Street” = State Street Bank and Trust Company

5. “PFPC” = PFPC Trust Company

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TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT dated as of November 18, 2009 among the Borrowers party hereto, the Banks party hereto, The Bank of New York Mellon, as Syndication Agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC...

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