Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • October 27th, 2014 • BlackRock Science & Technology Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” 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 have accepted an AAU with
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to BlackRock Science and Technology Trust (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
Reference is made to the Underwriting Agreement dated October [—], 2014 (the “Underwriting Agreement”), by and among BlackRock Science and Technology Trust (the “Trust”), BlackRock Advisors, LLC (the “Company”) 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and BlackRock Advisors, LLC (“BlackRock”).
Shares BLACKROCK SCIENCE AND TECHNOLOGY TRUST COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
BlackRock Science and Technology Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), is a newly organized, non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trust proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [NUMBER OF FIRM SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Firm Shares”). The Trust also proposes to issue and sell to the several Underwriters not more than an additional [NUMBER OF ADDITIONAL SHARES] shares of its common shares of beneficial interest, par value $0.001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
Reference is made to the Underwriting Agreement dated October [—], 2014 (the “Underwriting Agreement”), by and among BlackRock Science and Technology Trust (the “Trust”), BlackRock Advisors, LLC (the “Advisor”) and each of the Underwriters named in Schedule I therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, between Oppenheimer & Co. Inc. (“Oppenheimer”) and BlackRock Advisors, LLC (the “Investment Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
This agreement (the “Agreement”) is between BlackRock Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to the BlackRock Science and Technology Trust (the “Trust”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • October 27th, 2014 • BlackRock Science & Technology Trust • New York
SALES INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of October [—], 2014, between Pershing LLC (“Pershing”) and BlackRock Advisors, LLC (the “Investment Adviser”).
