BlackRock Equity Dividend Fund (the "Registrant")
77Q1(e):
Copies of any new or amended Registrant investment advisory contracts
Attached please find as an exhibit to sub-item 77Q1(e) of Form N-SAR, a copy of
Amendment No. 4 to the Investment Management Agreement between BlackRock
Advisors, LLC and the Registrant.
EXHIBIT 77Q1(E)
Amendment No. 4 to the Investment Management Agreement
This Amendment No. 4 to the Investment Management Agreement dated as of
June 17, 2016 (the "Amendment") is entered into by and between BlackRock Equity
Dividend Fund, a Massachusetts business trust (the "Fund"), and BlackRock
Advisors, LLC, a Delaware limited liability company (the "Advisor").
WHEREAS, the Fund and the Advisor have entered into an Investment
Management Agreement dated September 29, 2006, as amended on June 1,
2011, June 1, 2012 and June 1, 2014 (the "Management Agreement") pursuant to
which the Advisor agreed to act as investment advisor to the Fund; and
WHEREAS, the Management Agreement provides that the Fund will pay to the
Advisor a monthly fee in arrears at an annual rate equal to the amount set
forth in Schedule A thereto; and
WHEREAS, the Management Agreement provides that the Management Agreement
may be amended by the parties to the Management Agreement only if the amendment
is specifically approved by a vote of the Board of Trustees of the Fund,
including a majority of those Trustees who are not parties to the Management
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval, and, where required by the
Investment Company Act of 1940, by a vote of the majority of the outstanding
voting securities of the Fund; and
WHEREAS, the Board of Trustees, including a majority of those Trustees
who are not interested persons of the Fund, specifically approved this
Amendment at an in-person meeting held on May 11, 2016;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Schedule A of the Management Agreement is hereby amended as set forth
on the Schedule A attached hereto with respect to the Fund.
2. Except as otherwise set forth herein, the terms and conditions of the
Management Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to the Investment Management Agreement to be executed by their officers
designated below as of the day and year first above written.
BLACKROCK EQUITY DIVIDEND FUND
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
and Chief Executive Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
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SCHEDULE A
INVESTMENT ADVISORY FEE
0.60% of the average daily Net Assets of the Fund not exceeding $8 billion;
0.56% of the average daily Net Assets of the Fund exceeding $8 billion but not
exceeding $10 billion; 0.54% of the average daily Net Assets of the Fund
exceeding $10 billion but not exceeding $12 billion; 0.52% of the average daily
Net Assets of the Fund exceeding $12 billion but not exceeding $17 billion;
0.51% of the average daily Net Assets of the Fund exceeding $17 billion but not
exceeding $25 billion; 0.50% of the average daily Net Assets of the Fund
exceeding $25 billion but not exceeding $30 billion; 0.47% of the average daily
Net Assets of the Fund exceeding $30 billion but not exceeding $40 billion; and
0.45% of the average daily Net Assets of the Fund exceeding $40 billion.
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