JOINDER AGREEMENT AND AMENDMENT TO ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Exhibit 8(c)
JOINDER AGREEMENT AND AMENDMENT
TO
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of January 1, 2015 by and between each of the registrants set out on Exhibit A on behalf of its series specified on Exhibit A (each such registrant and series a “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (f/k/a PNC Global Investment Servicing (U.S.) Inc.) (“BNY Mellon”).
BACKGROUND:
| A. | WHEREAS, BlackRock Capital Appreciation Fund, Inc. and BNY Mellon are parties to an Administration and Accounting Services Agreement dated as of June 25, 2010 (the “Administration Agreement”). |
| B. | WHEREAS, Joinder Agreements were entered into November 5, 2012, January 14, 2013, January 28, 2013, February 11, 2013, February 25, 2013, March 4, 2013 and May 1, 2014 each for the purpose of adding certain Funds to the Administration Agreement. |
| C. | WHEREAS, each Fund listed on Schedule 1 and BNY Mellon desire that each series listed on Schedule 1 hereto (collectively, the “New Funds”) be added as a party to the Administration Agreement and receive the administrative and accounting services set forth in the Administration Agreement. |
| D. | FURTHER, the parties desire to amend the Administration Agreement as set forth herein. |
TERMS:
NOW, THEREFORE, the parties hereby agree that:
| 1. | By executing this Agreement, each Fund and BNY Mellon agree to add each New Fund as a party to the Administration Agreement, and each New Fund and BNY Mellon agree to be bound by, and to comply with the terms of the Administration Agreement in the same manner as if each New Fund were an original signatory to the Administration Agreement. For the avoidance of doubt, each investment company listed on Schedule 1 shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide administrative and accounting services in accordance with the terms set forth in the Administration Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. |
| 2. | The second Section 13(xii) of the Administration Agreement is hereby amended by replacing “(xii)” with “(xiv)” and removing the word “and”. |
| 3. | The current Section 13(xiv) of the Administration Agreement is hereby amended by replacing “(xiv)” with “(xv)” and adding the word “and” after the “;”. |
| 4. | Section 13 of the Administration Agreement is hereby amended and supplemented by adding a new subsection as follows: |
| “(xvi) | As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity.” |
| 5. | Section 14(ix) of the Administration Agreement is hereby amended by deleting the word “and”. |
| 6. | Section 14(x) of the Administration Agreement is hereby amended by replacing the “.” with “;”. |
| 7. | Section 14(xi) of the Administration Agreement is hereby amended by replacing the “.” with “; and”. |
| 8. | Section 14 of the Administration Agreement is hereby amended and supplemented by adding a new subsection as follows: |
| “(xii) | In connection with the Fund’s obligations under Rule 38a-1 of the 1940 Act, (i) provide, via internet access or otherwise, its policies and procedures related to the services that it is required to perform pursuant to this Agreement and summaries thereof, (ii) provide notification (via e-mail or otherwise) of updates to its aforementioned policies and procedures, and (iii) upon request provide quarterly certifications with respect to its aforementioned policies and procedures.” |
| 9. | Exhibit A to the Administration Agreement shall be amended and restated as attached hereto to add the New Funds as parties to the Administration Agreement. |
| 10. | Miscellaneous. |
| (a) | As hereby amended and supplemented, the Administration Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Agreement with respect to each New Fund and the terms of the Administration Agreement, this Agreement shall control. |
| (b) | This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. |
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IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers designated below on the date and year first above written.
BLACKROCK CAPITAL APPRECIATION FUND, INC.
MANAGED ACCOUNT SERIES
MASTER VALUE OPPORTUNITIES LLC
BLACKROCK VALUE OPPORTUNITIES FUND, INC.
MASTER BASIC VALUE LLC
BLACKROCK BASIC VALUE FUND, INC.
MASTER FOCUS GROWTH LLC
BLACKROCK FOCUS GROWTH FUND, INC.
BLACKROCK MASTER LLC
BLACKROCK SERIES, INC.
BLACKROCK VARIABLE SERIES FUNDS, INC.
MASTER BOND LLC
BLACKROCK BOND FUND, INC.
BLACKROCK BALANCED CAPITAL FUND, INC.
MASTER LARGE CAP SERIES LLC
BLACKROCK LARGE CAP SERIES FUNDS, INC.
BLACKROCK SERIES FUND, INC.
BLACKROCK FUNDS
In each case on behalf of the respective series set out on Exhibit A
| By: |
| |
| Name: | Xxxxx Xxxxxx | |
| Title: | Assistant Treasurer |
| BNY MELLON INVESTMENT SERVICING (US) INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
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Schedule 1
BlackRock FundsSM
BlackRock All-Cap Energy & Resources Portfolio
BlackRock Commodity Strategies Fund
BlackRock Cayman Commodity Strategies Fund, Ltd.
BlackRock Disciplined Small Cap Core Fund
BlackRock Emerging Market Allocation Portfolio
BlackRock Cayman Emerging Market Allocation Fund, Ltd.
BlackRock Emerging Markets Dividend Fund
BlackRock Emerging Markets Long/Short Equity Fund
BlackRock Energy & Resources Portfolio
BlackRock Exchange Portfolio
BlackRock Flexible Equity Fund
BlackRock Flexible Equity Fund Subsidiary, Ltd.
BlackRock Global Long/Short Credit Fund
BlackRock Global Long/Short Equity Fund
BlackRock Global Opportunities Portfolio
BlackRock Health Sciences Opportunities Portfolio
BlackRock International Opportunities Portfolio
BlackRock Macro Themes Fund
BlackRock Cayman Macro Themes Fund, Ltd.
BlackRock Managed Volatility Portfolio
BlackRock Mid-Cap Growth Equity Portfolio
BlackRock Money Market Portfolio
BlackRock Multi-Asset Real Return Fund
BlackRock Cayman Multi-Asset Real Return Fund, Ltd.
BlackRock Municipal Money Market Portfolio
BlackRock New Jersey Municipal Money Market Portfolio
BlackRock North Carolina Municipal Money Market Portfolio
BlackRock Ohio Municipal Money Market Portfolio
BlackRock Pennsylvania Municipal Money Market Portfolio
BlackRock Real Estate Securities Fund
BlackRock Science & Technology Opportunities Portfolio
BlackRock Short Obligations Fund
BlackRock Short-Term Treasury Fund
BlackRock Small Cap Growth Equity Portfolio
BlackRock Strategic Risk Allocation Fund
BlackRock Cayman Strategic Risk Allocation Fund, Ltd.
BlackRock Ultra-Short Obligations Fund
BlackRock U.S. Opportunities Portfolio
BlackRock U.S. Treasury Money Market Portfolio
BlackRock Virginia Municipal Money Market Portfolio
BlackRock Aggressive Growth Prepared Portfolio
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BlackRock Conservative Prepared Portfolio
BlackRock Core Bond Portfolio
BlackRock Dynamic High Income Portfolio
BlackRock Emerging Markets Flexible Dynamic Bond Portfolio
BlackRock Floating Rate Income Portfolio
BlackRock Global Dividend Portfolio
BlackRock GNMA Portfolio
BlackRock Growth Prepared Portfolio
BlackRock High Yield Bond Portfolio
BlackRock Inflation Protected Bond Portfolio
BlackRock Investment Grade Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Moderate Prepared Portfolio
BlackRock Multi-Asset Income Portfolio
BlackRock Secured Credit Portfolio
BlackRock Strategic Income Opportunities Portfolio
BlackRock Cayman Strategic Income Opportunities Portfolio I, Ltd.
BlackRock U.S. Government Bond Portfolio
LifePath® Active 2015 Portfolio
LifePath® Active 2020 Portfolio
LifePath® Active 2025 Portfolio
LifePath® Active 2030 Portfolio
LifePath® Active 2035 Portfolio
LifePath® Active 2040 Portfolio
LifePath® Active 2045 Portfolio
LifePath® Active 2050 Portfolio
LifePath® Active 2055 Portfolio
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Amended and Restated
EXHIBIT A
This EXHIBIT A, dated as of January 1, 2015, is the Exhibit A to that certain Administration and Accounting Services Agreement dated as of June 25, 2010, by and between each of the investment companies listed below and BNY Mellon Investment Servicing (US) Inc. (f/k/a PNC Global Investment Servicing (U.S.) Inc.).
| FUND NAME |
| BlackRock Capital Appreciation Fund, Inc. |
| Managed Account Series |
| BlackRock U.S. Mortgage Portfolio |
| Global SmallCap Portfolio |
| Mid Cap Value Opportunities Portfolio |
| Master Value Opportunities LLC (Master) |
| BlackRock Value Opportunities Fund, Inc. (Feeder) |
| Master Basic Value LLC (Master) |
| BlackRock Basic Value Fund, Inc. (Feeder) |
| Master Focus Growth LLC (Master) |
| BlackRock Focus Growth Fund, Inc. (Feeder) |
| BlackRock Master LLC |
| BlackRock Master International Portfolio (Master) |
| BlackRock Master Small Cap Growth Portfolio (Master) |
| BlackRock Series, Inc. |
| BlackRock International Fund (Feeder) |
| BlackRock Small Cap Growth Fund II (Feeder) |
| BlackRock Variable Series Funds, Inc. |
| BlackRock Basic Value V.I. Fund |
| BlackRock Capital Appreciation V.I. Fund |
| BlackRock Equity Dividend V.I. Fund |
| BlackRock Global Allocation V.I. Fund |
| BlackRock Global Opportunities V.I. Fund |
| BlackRock High Yield V.I. Fund |
| BlackRock International V.I. Fund |
| BlackRock iShares® Alternative Strategies V.I. Fund |
| BlackRock iShares® Dynamic Allocation V.I. Fund |
| BlackRock iShares® Dynamic Fixed Income V.I. Fund |
| BlackRock iShares® Equity Appreciation 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 Managed Volatility V.I. Fund |
| BlackRock Money Market V.I. Fund |
| BlackRock S&P 500 Index V.I. Fund |
| BlackRock Total Return V.I. Fund |
| BlackRock U.S. Government Bond V.I. Fund |
| BlackRock Value Opportunities V.I. Fund |
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| Master Bond LLC |
| Master Total Return Portfolio (Master) |
| BlackRock Bond Fund, Inc. |
| BlackRock Total Return Fund (Feeder) |
| BlackRock Balanced Capital Fund, Inc. (Feeder) |
| Master Large Cap Series LLC |
| Master Large Cap Core Portfolio (Master) |
| Master Large Cap Growth Portfolio (Master) |
| Master Large Cap Value Portfolio (Master) |
| BlackRock Large Cap Series Funds, Inc. |
| BlackRock Large Cap Core Fund (Feeder) |
| BlackRock Large Cap Core Retirement Portfolio (Feeder) |
| BlackRock Large Cap Growth Fund (Feeder) |
| BlackRock Large Cap Growth Retirement Portfolio (Feeder) |
| BlackRock Large Cap Value Fund (Feeder) |
| BlackRock Large Cap Value Retirement Portfolio (Feeder) |
| BlackRock Large Cap Core Plus Fund |
| BlackRock Series Fund, Inc. |
| BlackRock Balanced Capital Portfolio |
| BlackRock Capital Appreciation Portfolio |
| BlackRock Global Allocation Portfolio |
| BlackRock High Yield Portfolio |
| BlackRock Large Cap Core Portfolio |
| BlackRock Money Market Portfolio |
| BlackRock Total Return Portfolio |
| BlackRock U.S. Government Bond Portfolio |
| BlackRock FundsSM |
| BlackRock All-Cap Energy & Resources Portfolio |
| BlackRock Commodity Strategies Fund |
| BlackRock Cayman Commodity Strategies Fund, Ltd. |
| BlackRock Disciplined Small Cap Core Fund |
| BlackRock Emerging Market Allocation Portfolio |
| BlackRock Cayman Emerging Market Allocation Fund, Ltd. |
| BlackRock Emerging Markets Dividend Fund |
| BlackRock Emerging Markets Long/Short Equity Fund |
| BlackRock Energy & Resources Portfolio |
| BlackRock Exchange Portfolio |
| BlackRock Flexible Equity Fund |
| BlackRock Flexible Equity Fund Subsidiary, Ltd. |
| BlackRock Global Long/Short Credit Fund |
| BlackRock Global Long/Short Equity Fund |
| BlackRock Global Opportunities Portfolio |
| BlackRock Health Sciences Opportunities Portfolio |
| BlackRock International Opportunities Portfolio |
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| BlackRock Macro Themes Fund |
| BlackRock Cayman Macro Themes Fund, Ltd. |
| BlackRock Managed Volatility Portfolio |
| BlackRock Mid-Cap Growth Equity Portfolio |
| BlackRock Money Market Portfolio |
| BlackRock Multi-Asset Real Return Fund |
| BlackRock Cayman Multi-Asset Real Return Fund, Ltd. |
| BlackRock Municipal Money Market Portfolio |
| BlackRock New Jersey Municipal Money Market Portfolio |
| BlackRock North Carolina Municipal Money Market Portfolio |
| BlackRock Ohio Municipal Money Market Portfolio |
| BlackRock Pennsylvania Municipal Money Market Portfolio |
| BlackRock Real Estate Securities Fund |
| BlackRock Science & Technology Opportunities Portfolio |
| BlackRock Short Obligations Fund |
| BlackRock Short-Term Treasury Fund |
| BlackRock Small Cap Growth Equity Portfolio |
| BlackRock Strategic Risk Allocation Fund |
| BlackRock Cayman Strategic Risk Allocation Fund, Ltd. |
| BlackRock Ultra-Short Obligations Fund |
| BlackRock U.S. Opportunities Portfolio |
| BlackRock U.S. Treasury Money Market Portfolio |
| BlackRock Virginia Municipal Money Market Portfolio |
| BlackRock Aggressive Growth Prepared Portfolio |
| BlackRock Conservative Prepared Portfolio |
| BlackRock Core Bond Portfolio |
| BlackRock Dynamic High Income Portfolio |
| BlackRock Emerging Markets Flexible Dynamic Bond Portfolio |
| BlackRock Floating Rate Income Portfolio |
| BlackRock Global Dividend Portfolio |
| BlackRock GNMA Portfolio |
| BlackRock Growth Prepared Portfolio |
| BlackRock High Yield Bond Portfolio |
| BlackRock Inflation Protected Bond Portfolio |
| BlackRock Investment Grade Bond Portfolio |
| BlackRock Low Duration Bond Portfolio |
| BlackRock Moderate Prepared Portfolio |
| BlackRock Multi-Asset Income Portfolio |
| BlackRock Secured Credit Portfolio |
| BlackRock Strategic Income Opportunities Portfolio |
| BlackRock Cayman Strategic Income Opportunities Portfolio I, Ltd. |
| BlackRock U.S. Government Bond Portfolio |
| LifePath® Active 2015 Portfolio |
| LifePath® Active 2020 Portfolio |
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| LifePath® Active 2025 Portfolio |
| LifePath® Active 2030 Portfolio |
| LifePath® Active 2035 Portfolio |
| LifePath® Active 2040 Portfolio |
| LifePath® Active 2045 Portfolio |
| LifePath® Active 2050 Portfolio |
| LifePath® Active 2055 Portfolio |
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