INVESTMENT MANAGEMENT AGREEMENT
Exhibit (g)(1)
AGREEMENT, dated November ____, 2011, between BlackRock Utility and Infrastructure Trust (the
“Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”),
a Delaware limited liability company.
WHEREAS, the 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”); 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 portfolios of the Trust; and (iv) provide investment research to the Trust.
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, as the case may be) 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 of the Trust;
(b) Oversee the maintenance by the Trust’s custodian, transfer agent and dividend disbursing
agent, as the case may be, 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 of the Trust) 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, as applicable, 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 of the Trust concerning the
performance of the independent accountants as the Board of Trustees of the Trust may reasonably
request or deems appropriate;
(j) Make such reports and recommendations to the Board of Trustees of the Trust concerning the
performance and fees of the Trust’s custodian, transfer agent and dividend disbursing agent, as the
case may be, as the Board of Trustees of the Trust may reasonably request or deems appropriate;
(k) Oversee and review calculations of fees paid to the Trust’s service providers;
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(l) Oversee the Trust’s portfolios 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, transfer agent and dividend disbursing agent, as the case may be, 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
of the Trust;
(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 Trust’s custodian, 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 Trustees and
officers 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 trustees, 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 accounts 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
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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 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 hereby 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 (the “Advisers Act”), 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 Directors/Trustees fees of any officers or
Directors/Trustees of the Trust who are affiliated persons (as defined in the 0000 Xxx) of the
Advisor; provided that the Board of Trustees of the Trust may
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approve reimbursements 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 the Trust’s
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 the Trust’s operations or the operations of
other investment companies advised by the Advisor.
9. Compensation of the Advisor. (a) The Trust agrees to pay to the Advisor and the
Advisor agrees to accept as full compensation for all services rendered by the Advisor pursuant to
this Agreement, an aggregate monthly fee in arrears at an annual rate equal to 1.00% of the sum of
the average daily value of the net assets of the Trust.
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.
(b) For purposes of this Agreement, the net assets of the Trust shall be calculated pursuant
to the procedures adopted by resolutions of the Board of Trustees of the Trust for calculating the
value of the Trust’s assets or delegating such calculations to third parties.
10. 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 trustees, officers, employees, agents, associates and controlling persons and the
trustees, partners, members, officers, employees and agents thereof (including any individual who
serves at the Advisor’s request as trustee, 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 the Trust’s
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
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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 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 0000 Xxx) 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.
11. 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
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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 Agreement and
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.
12. Duration and Termination.
(a) This Agreement shall become effective on the date hereof and, unless sooner terminated
with respect to the Trust as provided herein, shall continue in effect for a period of two years.
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 of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval.
(b) 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.)
13. 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.
14. 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
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or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.
15. 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.
16. 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.
17. 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.
18. 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.
[Signature Page Follows]
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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 UTILITY AND INFRASTRUCTURE TRUST |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| BLACKROCK ADVISORS, LLC |
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| By: | ||||
| Name: | ||||
| Title: | ||||
