INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc. • New York
AGREEMENT, dated September 29, 2006, between BlackRock MuniHoldings Fund, Inc. (the “Fund”), a Maryland corporation, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.
Amendment No. 1 to Amended and Restated Master Advisory Fee Waiver AgreementMaster Advisory Fee Waiver Agreement • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc.
This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 24th day of January, 2020, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
SIXTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENTSecurities Lending Agency Agreement • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc. • New York
This Sixth Amended and Restated Agreement, dated as of January 1, 2020, between each investment company, severally and not jointly, identified on Schedule A, as such schedule may be amended from time to time (each a “Client”), acting on behalf of itself or the funds listed on Schedule A hereto and any future series of a Client (each, a “Fund”), by and through BlackRock Advisors, LLC (“BlackRock”), not in its individual capacity but as agent and investment advisor, and BlackRock Investment Management, LLC (the “Lending Agent”), a Delaware limited liability company.
BlackRock MuniHoldings Quality Fund, Inc. BlackRock MuniHoldings Fund, Inc. Wilmington, DE 19809Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc.
BlackRock MuniHoldings Quality Fund, Inc., a Maryland corporation (“MUS” or the “Target Fund”), and BlackRock MuniHoldings Fund, Inc., a Maryland corporation (“MHD” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MUS’s assets (the “Assets”) and assume substantially all of MUS’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Muni Term Preferred Shares (“VMTP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP holders, respectively, of MUS, and (ii) MUS wil
VOTING TRUST AGREEMENTVoting Trust Agreement • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc. • New York
THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of December 16, 2011 by and among Lord Securities Corporation, as trustee (the “Trustee” or any successor thereto), JPMorgan Chase Bank, National Association, a national banking association, including its successors and assigns by operation of law (“JPMorgan” or the “Purchaser”) and Institutional Shareholder Services Inc. (the “Voting Consultant” or any successor thereto).
Amendment No. 2 to Amended and Restated Master Advisory Fee Waiver AgreementMaster Advisory Fee Waiver Agreement • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc.
This AMENDMENT NO. 2 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 18th day of September, 2020, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
