Amended and Restated Master Advisory Fee Waiver Agreement
Exhibit (g)(3)
Amended and Restated Master Advisory Fee Waiver Agreement
This AMENDED AND RESTATED MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made as of December 1, 2019, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management company, and is organized as a statutory trust under the laws of the State of Delaware, a business trust under the laws of the Commonwealth of Massachusetts or a corporation under the laws of the State of Maryland;
WHEREAS, the Adviser and each Fund are parties to investment advisory agreements (the “Advisory Agreements”), pursuant to which the Adviser provides investment advisory services to each Fund in consideration of compensation as set forth in each Advisory Agreement (the “Advisory Fee”);
WHEREAS, the Adviser has determined that it is appropriate and in the best interests of each Fund and its interestholders to waive part of each Fund’s Advisory Fee as set forth in Schedule B attached hereto (the “Fee Waiver”). Each Fund and the Adviser, therefore, have entered into this Agreement in order to effect the Fee Waiver for each Fund at the level specified in Schedule B attached hereto on the terms and conditions set forth in this Agreement; and
WHEREAS, effective December 1, 2019, this Agreement replaces the Master Advisory Fee Waiver Agreement, dated as of December 2, 2016.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Contractual Fee Waiver. During the Term (as defined in Section 3 below), the Adviser shall waive a portion of its Advisory Fee with respect to each Fund as set forth in Schedule B attached hereto.
2. Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude an Adviser from contractually waiving other fees and/or reimbursing expenses of any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion, deems reasonable or appropriate. Any such voluntary waiver or voluntary expense reimbursement may be modified or terminated by the Adviser at any time in its sole and absolute discretion without the approval of the Fund’s Board of Trustees or Board of Directors, as the case may be.
3. Term; Termination.
3.1 Term. This Agreement shall continue in effect with respect to each Fund until the close of business on the date set forth on Schedule A (or such other date as agreed to in writing between the Adviser and the Fund) unless the Fee Waiver is earlier terminated in accordance with
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Section 3.2. The Term of the Fee Waiver with respect to a Fund may be continued from year to year thereafter provided that each such continuance is specifically approved by the Adviser and the Fund (including with respect to the Fund, a majority of the Fund’s Trustees or Directors, as the case may be, who are not “interested persons,” as defined in the 1940 Act, of the Fund (the “Non-Interested Directors”)). Neither the Adviser nor a Fund shall be obligated to extend the Fee Waiver with respect to the Fund.
3.2 Termination. This Agreement may be terminated prior to expiration by any Fund with respect to such Fund without payment of any penalty, upon 90 days’ prior written notice to the Adviser at its principal place of business (or at an earlier date as may be agreed to by both parties); provided that, such action shall be authorized by resolution of a majority of the Non-Interested Directors of such Fund or by a vote of a majority of the outstanding voting securities of such Fund.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require a Fund to take any action contrary to the Fund’s Declaration of Trust or Articles of Incorporation, as the case may be, or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Fund’s Board of Trustees or Board of Directors, as the case may be, of its responsibility for and control of the conduct of the affairs of the Fund.
4.3 Limitation of Liability. The obligations and expenses incurred, contracted for or otherwise existing with respect to a Fund shall be enforced against the assets of such Fund and not against the assets of any other Fund.
4.4 Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the computations of average daily net assets or of any Advisory Fee, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the relevant Advisory Agreement between the Adviser and the Fund or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act, as applicable, and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such Court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to the 1940 Act. In addition, if the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, that provision will be deemed to incorporate the effect of that rule, regulation or order. Otherwise the provisions of this Agreement will be interpreted in accordance with the substantive laws of the State of New York.
4.5 Business Trusts. With respect to a Fund which is a business trust, this Agreement is executed by or on behalf of the trustees of the Fund solely in their capacity as such trustees, and shall not constitute their personal obligation either jointly or severally in their individual
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capacities. In accordance with the Fund’s charter, no trustee, shareholder, officer, employee or agent of the Fund shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise under this Agreement and the Fund shall be solely liable therefor; all parties hereto shall look solely to the Fund property for the payment of any claim, or the performance of any obligation, hereunder.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.
| EACH OF THE FUNDS LISTED ON SCHEDULE A ATTACHED HERETO | ||||
| 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
Amended and Restated
Master Advisory Fee Waiver Agreement
(Dated as of December 1, 2019)
| TICKER |
FUND |
EXPIRATION DATE | ||||
| 1. | BBN | BlackRock Taxable Municipal Bond Trust | June 30, 2021 | |||
| 2. | BFZ | BlackRock California Municipal Income Trust | June 30, 2021 | |||
| 3. | BHK | BlackRock Core Bond Trust | June 30, 2021 | |||
| 4. | HYT | BlackRock Corporate High Yield Fund, Inc. | June 30, 2021 | |||
| 5. | BTZ | BlackRock Credit Allocation Income Trust | June 30, 2021 | |||
| 6. | DSU | BlackRock Debt Strategies Fund, Inc. | June 30, 2021 | |||
| 7. | BGR | BlackRock Energy and Resources Trust | June 30, 2021 | |||
| 8. | CII | BlackRock Enhanced Capital and Income Fund, Inc. | June 30, 2021 | |||
| 9. | BDJ | BlackRock Enhanced Equity Dividend Trust | June 30, 2021 | |||
| 10. | EGF | BlackRock Enhanced Government Fund, Inc. | June 30, 2021 | |||
| 11. | FRA | BlackRock Floating Rate Income Strategies Fund, Inc. | June 30, 2021 | |||
| 12. | BGT | BlackRock Floating Rate Income Trust | June 30, 2021 | |||
| 13. | BFO | BlackRock Florida Municipal 2020 Term Trust | June 30, 2021 | |||
| 14. | BOE | BlackRock Enhanced Global Dividend Trust | June 30, 2021 | |||
| 15. | BME | BlackRock Health Sciences Trust | June 30, 2021 | |||
| 16. | BKT | BlackRock Income Trust, Inc. | June 30, 2021 | |||
| 17. | BGY | BlackRock Enhanced International Dividend Trust | June 30, 2021 | |||
| 18. | BKN | BlackRock Investment Quality Municipal Trust, Inc. | June 30, 2021 | |||
| 19. | BLW | BlackRock Limited Duration Income Trust | June 30, 2021 | |||
| 20. | BTA | BlackRock Long-Term Municipal Advantage Trust | June 30, 2021 | |||
| 21. | BZM | BlackRock Maryland Municipal Bond Trust | June 30, 2021 | |||
| 22. | MHE | BlackRock Massachusetts Tax-Exempt Trust | June 30, 2021 | |||
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| TICKER |
FUND |
EXPIRATION DATE | ||||
| 23. | BIT | BlackRock Multi-Sector Income Trust | June 30, 2021 | |||
| 24. | MUI | BlackRock Muni Intermediate Duration Fund, Inc. | June 30, 2021 | |||
| 25. | MNE | BlackRock Muni New York Intermediate Duration Fund, Inc. | June 30, 2021 | |||
| 26. | MUA | BlackRock MuniAssets Fund, Inc. | June 30, 2021 | |||
| 27. | BKK | BlackRock Municipal 2020 Term Trust | June 30, 2021 | |||
| 28. | BBK | BlackRock Municipal Bond Trust | June 30, 2021 | |||
| 29. | BAF | BlackRock Municipal Income Investment Quality Trust | June 30, 2021 | |||
| 30. | BBF | BlackRock Municipal Income Investment Trust | June 30, 2021 | |||
| 31. | BYM | BlackRock Municipal Income Quality Trust | June 30, 2021 | |||
| 32. | BFK | BlackRock Municipal Income Trust | June 30, 2021 | |||
| 33. | BLE | BlackRock Municipal Income Trust II | June 30, 2021 | |||
| 34. | BTT | BlackRock Municipal 2030 Target Term Trust | June 30, 2021 | |||
| 35. | MEN | BlackRock MuniEnhanced Fund, Inc. | June 30, 2021 | |||
| 36. | MUC | BlackRock MuniHoldings California Quality Fund, Inc. | June 30, 2021 | |||
| 37. | MUH | BlackRock MuniHoldings Fund II, Inc. | June 30, 2021 | |||
| 38. | MHD | BlackRock MuniHoldings Fund, Inc. | June 30, 2021 | |||
| 39. | MFL | BlackRock MuniHoldings Investment Quality Fund | June 30, 2021 | |||
| 40. | MUJ | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | June 30, 2021 | |||
| 41. | MHN | BlackRock MuniHoldings New York Quality Fund, Inc. | June 30, 2021 | |||
| 42. | MUE | BlackRock MuniHoldings Quality Fund II, Inc. | June 30, 2021 | |||
| 43. | MUS | BlackRock MuniHoldings Quality Fund, Inc. | June 30, 2021 | |||
| 44. | MVT | BlackRock MuniVest Fund II, Inc. | June 30, 2021 | |||
| 45. | MVF | BlackRock MuniVest Fund, Inc. | June 30, 2021 | |||
| 46. | MZA | BlackRock MuniYield Arizona Fund, Inc. | June 30, 2021 | |||
| 47. | MYC | BlackRock MuniYield California Fund, Inc. | June 30, 2021 | |||
| 48. | MCA | BlackRock MuniYield California Quality Fund, Inc. | June 30, 2021 | |||
| 49. | MYD | BlackRock MuniYield Fund, Inc. | June 30, 2021 | |||
| 50. | MYF | BlackRock MuniYield Investment Fund | June 30, 2021 | |||
| 51. | MFT | BlackRock MuniYield Investment Quality Fund | June 30, 2021 | |||
| 52. | MIY | BlackRock MuniYield Michigan Quality Fund, Inc. | June 30, 2021 | |||
| 53. | MYJ | BlackRock MuniYield New Jersey Fund, Inc. | June 30, 2021 | |||
| 54. | MYN | BlackRock MuniYield New York Quality Fund, Inc. | June 30, 2021 | |||
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| TICKER |
FUND |
EXPIRATION DATE | ||||
| 55. | MPA | BlackRock MuniYield Pennsylvania Quality Fund | June 30, 2021 | |||
| 56. | MQT | BlackRock MuniYield Quality Fund II, Inc. | June 30, 2021 | |||
| 57. | MYI | BlackRock MuniYield Quality Fund III, Inc. | June 30, 2021 | |||
| 58. | MQY | BlackRock MuniYield Quality Fund, Inc. | June 30, 2021 | |||
| 59. | BQH | BlackRock New York Municipal Bond Trust | June 30, 2021 | |||
| 60. | BSE | BlackRock New York Municipal Income Quality Trust | June 30, 2021 | |||
| 61. | BNY | BlackRock New York Municipal Income Trust | June 30, 2021 | |||
| 62. | BFY | BlackRock New York Municipal Income Trust II | June 30, 2021 | |||
| 63. | BCX | BlackRock Resources & Commodities Strategy Trust | June 30, 2021 | |||
| 64. | BST | BlackRock Science and Technology Trust | June 30, 2021 | |||
| 65. | XXX | BlackRock Utilities, Infrastructure & Power Opportunities Trust | June 30, 2021 | |||
| 66. | BHV | BlackRock Virginia Municipal Bond Trust | June 30, 2021 | |||
| 67. | BSD | The BlackRock Strategic Municipal Trust | June 30, 2021 | |||
| 68. | BGIO | BlackRock 2022 Global Income Opportunity Trust | June 30, 2021 | |||
| 69. | — | BlackRock Multi-Sector Opportunities Trust | June 30, 2021 | |||
| 70. | — | BlackRock Multi-Sector Opportunities Trust II | June 30, 2021 | |||
| 71. | — | BlackRock Credit Strategies Fund | June 30, 2021 | |||
| 72. | BSTZ | BlackRock Science and Technology Trust II | June 30, 2021 | |||
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Schedule B
Amended and Restated Master Advisory Fee Waiver Agreement
(Dated as of December 1, 2019)
BlackRock Advisors, LLC will waive its investment advisory fees with respect to any portion of the Fund’s assets estimated to be attributable to investments in equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock Advisors, LLC or its affiliates.
In addition, BlackRock Advisors, LLC will waive its investment advisory fees by the amount of investment advisory fees the Fund pays to BlackRock Advisors, LLC or its affiliates indirectly through its investment in money market funds advised by BlackRock Advisors, LLC or its affiliates.
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