FORM OF MERRILL LYNCH MASTER AGREEMENT AMONG UNDERWRITERS MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN...Master Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to
STOCK TRANSFER AGENCY AGREEMENT between BlackRock Resources & Commodities Strategy Trust and THE BANK OF NEW YORK MELLON Dated as of [ ]Stock Transfer Agency Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
AGREEMENT, made as of March ,2011, by and between BlackRock Resources & Commodities Strategy Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK MELLON, a New York trust company (hereinafter referred to as the “Bank”).
BlackRock Resources & Commodities Strategy Trust (a Delaware statutory trust) [·] Common Shares of Beneficial Interest $20.00 per Share (Par Value $[·] Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
BlackRock Resources & Commodities Strategy Trust, a Delaware statutory trust (the “Trust”), the Trust’s investment adviser, BlackRock Advisors, LLC, a Delaware limited liability company (“BAL”) and the Trust’s investment sub-adviser, BlackRock Capital Management, Inc., a [Delaware] corporation (“BCM,” and, together with BAL, the “Advisers” and each an “Adviser”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [names of other co-leads] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and [names of other co-leads] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective number of common shares of beneficial in
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of March [·], 2011, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and BlackRock Advisors, LLC (“BlackRock”).
FOREIGN CUSTODY MANAGER AGREEMENTManager Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
AGREEMENT made as of , 200 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
Reference is made to the Underwriting Agreement dated March [·], 2011 (the “Underwriting Agreement”), by and among BlackRock Resources & Commodities Strategy Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Capital Management, Inc. (the “Sub-Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTAdministration and Accounting Services Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust
THIS AGREEMENT is made as of , 2011 by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY MELLON”), and BLACKROCK RESOURCES & COMMODITIES STRATEGY TRUST, a Delaware statutory trust (the “Fund”). All capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.
CUSTODY AGREEMENTCustody Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
AGREEMENT, dated as of March , 2011 between BlackRock Resources & Commodities Strategy Trust, a statutory trust formed and existing under the laws of the State of Delaware having its principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (the “Fund”), BlackRock Cayman Resources & Commodities Strategy Fund, Ltd., a wholly-own subsidiary of the Trust formed in the Cayman Islands, and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the BlackRock Resources & Commodities Strategy Trust (the “Trust”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust
THIS SUBSCRIPTION AGREEMENT is entered into as of the 15th day of February 2011, between BlackRock Resources & Commodities Strategy Trust, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Holdco 2, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
Reference is made to the Underwriting Agreement dated March [·], 2011 (the “Underwriting Agreement”), by and among BlackRock Resources & Commodities Strategy Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Capital Management, Inc. (the “Sub-Adviser”) and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of March [·], 2011, between Raymond James & Associates, Inc. (“Qualifying Underwriter”) and BlackRock Advisors, LLC (“BlackRock”).
SUB-INVESTMENT ADVISORY AGREEMENTSub-Investment Advisory Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
AGREEMENT dated March 17, 2011, among BlackRock Resources & Commodities Strategy Trust, a Delaware statutory trust (the “Trust”), BlackRock Cayman Resources & Commodities Strategy Fund, Ltd., a wholly-owned subsidiary of the Trust formed in the Cayman Islands (the “Subsidiary”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock Capital Management, Inc., a Delaware corporation (the “Sub-Advisor”). The Trust and the Subsidiary are sometimes referred to herein collectively as the “Funds” or individually as a “Fund.”
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
Reference is made to the Underwriting Agreement dated March [·], 2011 (the “Underwriting Agreement”), by and among BlackRock Resources & Commodities Strategy Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Capital Management, Inc. (the “Sub-Adviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest (the “Common Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
AGREEMENT, dated March 17, 2011, among BlackRock Resources & Commodities Strategy Trust (the “Trust”), a Delaware statutory trust, BlackRock Cayman Resources & Commodities Strategy Fund, Ltd. (the “Subsidiary”), a wholly-owned subsidiary of the Trust formed in the Cayman Islands, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company. The Trust and the Subsidiary are sometimes referred to herein collectively as the “Funds” or individually as a “Fund.”
FORM OF MERRILL LYNCH STANDARD DEALER AGREEMENT Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENTDealer Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2011 • BlackRock Resources & Commodities Strategy Trust • New York
This agreement is between BlackRock Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to the BlackRock Resources & Commodities Strategy Trust (the “Trust”).
