Closed-End Funds Listed on Annex A New York, NY 10055Investment Management Agreement • June 16th, 2011 • Blackrock Muniholdings New York Quality Fund, Inc. • New York
This letter constitutes the agreement (the "Agreement") between the BlackRock registered closed-end investment companies listed on Annex A (the "Funds"), and, solely for purposes of paragraphs 5, 6, 9 and 16 hereof, the BlackRock registered closed-end investment companies listed on Annex B, on the one hand, and Karpus Management, Inc. d/b/a Karpus Investment Management and its affiliates ("Karpus") and Special Opportunities Fund, Inc. and Opportunity Partners L.P. and their affiliates (collectively, the "Goldstein Funds"), on the other hand, with respect to the matters set forth below. Karpus and the Goldstein Funds are collectively referred to herein as the "Investors."
