Blackrock Credit Allocation Income Trust SC TO-I, filed Jan 2, 2020
Blackrock Credit Allocation Income Trust (BTZ)
As filed with the Securities and Exchange Commission on January 2, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934)
BlackRock Credit Allocation Income Trust
(Name of Issuer)
BlackRock Credit Allocation Income Trust
(Names of Filing Person(s) (Issuer))
Shares of Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
092508100
(CUSIP Number of Class of Securities)
John Perlowski
BlackRock Credit Allocation Income Trust
55 East 52nd Street
New York, New York 10055
1-800-441-7762
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))
Copies to:
| Margery K. Neale, Esq. | Janey Ahn, Esq. | |
| Willkie Farr & Gallagher LLP | BlackRock Advisors, LLC | |
| 787 Seventh Avenue | 55 East 52nd Street | |
| New York, New York 10019—6099 | New York, New York 10055 |
CALCULATION OF FILING FEE
| Transaction Value | Amount of Filing Fee | |
| $153,305,552 (a) | $19,899.06 (b) | |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 10,386,555 common shares of beneficial interest in the offer based upon a price of $14.76 (98% of the net asset value per share on December 26, 2019). |
| (b) | Calculated at $129.80 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended. |
| ☐ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable | |
| Form or Registration No.: | Not applicable | |
| Filing Party: | Not applicable | |
| Date Filed: | Not applicable |
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
| ☐ | Check the following box if the filing is a final amendment reporting the results of the tender offer. |
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by BlackRock Credit Allocation Income Trust, a Delaware statutory trust (the “Fund”), to repurchase 10% of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Shares are traded, on the day the offer expires (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 2, 2020 (the “Offer to Repurchase”), and in the related Letter of Transmittal which are filed as exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information set forth in the Offer to Repurchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.
| Item 1. | Summary Term Sheet |
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
| Item 2. | Subject Company Information |
(a) The name of the issuer is BlackRock Credit Allocation Income Trust, a diversified closed-end management investment company, organized as a Delaware statutory trust (the “Fund”). The principal executive offices of the Fund are located at 100 Bellevue Parkway, Wilmington, Delaware 19809. The telephone number of the Fund is (800) 882-0052.
(b) The title of the securities being sought is common shares of beneficial interest, par value $0.001 per share. As of December 26, 2019, there were 103,865,554 Shares issued and outstanding.
(c) The principal market in which the Shares are traded is the NYSE. The Fund began trading on the NYSE on December 27, 2006. For information on the high and low closing (as of the close of ordinary trading on the NYSE on the last day of each of the Fund’s fiscal quarters) market prices of the Shares in such principal market for each quarter for the past two calendar years, see Section 10, “Price Range of Shares” of the Offer to Purchase, which is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person |
(a) The Fund is the filing person. The information set forth in the Offer to Purchase under “Certain Information about the Fund” is incorporated herein by reference.
| Item 4. | Terms of the Transaction |
(a)(1) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary Term Sheet” |
| • | “Price; Number of Shares” |
| • | “Purpose of the Offer” |
| • | “Plans or Proposals of the Fund” |
| • | “Certain Conditions of the Offer” |
| • | “Procedures for Tendering Shares for Purchase” |
| • | “Withdrawal Rights” |
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| • | “Payment for Shares” |
| • | “Source and Amount of Consideration” |
| • | “Effects of the Offer; Consequences of Participation” |
| • | “Interests of Trustees and Officers; Transactions and Arrangement Concerning the Shares” |
| • | “Certain Information about the Fund” |
| • | “Certain U.S. Federal Income Tax Consequences” |
| • | “Amendments; Extensions of Repurchase Period; Termination” |
| • | “Fees and Expenses” |
(a)(2) Not applicable.
(b) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
| Item 5. | Past Contracts, Transactions, Negotiations and Agreements |
(e) The information set forth in the Offer to Purchase under “Purpose of the Offer;” “Plans or Proposals of the Fund,” “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” and “Certain Information About the Fund” is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals |
(a) The information set forth in the Offer to Purchase under “Purpose of the Offer” and “Plans or Proposals of the Fund” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Purpose of the Offer” is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under “Purpose of the Offer” and “Plans or Proposals of the Fund” is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Considerations |
(a) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under “Source and Amount of Consideration” is incorporated herein by reference.
| Item 8. | Interests in Securities of the Subject Company |
(a) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
| Item 9. | Persons/Assets Retained, Employed, Compensated or Used |
(a) No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer to Purchase.
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| Item 10. | Financial Statements |
Not applicable.
| Item 11. | Additional Information |
(a)(1) The information set forth in the Offer to Purchase under “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) Not applicable.
| Item 12. | Exhibits |
| (a)(1)(i) |
Offer to Purchase, dated January 2, 2020.* | |
| (a)(1)(ii) |
Form of Letter of Transmittal.* | |
| (a)(2) |
None. | |
| (a)(3) |
Not Applicable. | |
| (a)(4) |
Not Applicable. | |
| (a)(5)(i) |
Press release issued on December 19, 2019 (1) | |
| (a)(5)(ii) |
Press release issued on January 2, 2020* | |
| (b) |
None. | |
| (d)(1) |
Automatic Dividend Reinvestment Plan (2) | |
| (d)(2) |
Investment Management Agreement between the Registrant and BlackRock Advisors, LLC (2) | |
| (d)(3) |
BlackRock Fixed-Income Complex Amended and Restated Deferred Compensation Plan* | |
| (d)(4) |
Transfer Agency and Service Agreement, Side Agreement and Fee Letter between the Registrant and Computershare Trust Company, N.A. and Computershare Inc.* | |
| (d)(5) |
Administration and Fund Accounting Services Agreement between the Registrant and State Street* | |
| (d)(6) |
Master Custodian Agreement between the Registrant and State Street* | |
| (g) |
None. | |
| (h) |
None. | |
| * | Filed herewith. |
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| (1) | Incorporated by reference to the Registrant’s Schedule TO-C, as filed with the SEC on December 19, 2019. |
| (2) | Incorporated by reference to an exhibit to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on December 13, 2006. |
| Item 13. | Information Required By Schedule 13E-3 |
Not Applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| BlackRock Credit Allocation Income Trust | ||
| By: | /s/ John M. Perlowski | |
| Name: John M. Perlowski | ||
| Title: President | ||
| Dated: January 2, 2020 | ||
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Exhibit Index
| (a)(1)(i) | Offer to Purchase, dated January 2, 2020. | |
| (a)(1)(ii) | Form of Letter of Transmittal. | |
| (a)(5)(ii) | Press release issued on January 2, 2020. | |
| (d)(3) | BlackRock Fixed-Income Complex Amended and Restated Deferred Compensation Plan | |
| (d)(4) | Transfer Agency and Service Agreement, Side Agreement and Fee Letter between the Registrant and Computershare Trust Company, N.A. and Computershare Inc. | |
| (d)(5) | Administration and Fund Accounting Services Agreement between the Registrant and State Street | |
| (d)(6) | Master Custodian Agreement between the Registrant and State Street | |
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(a)(1)(i)
Offer to Purchase
Up to 10% of the Issued and Outstanding Common Shares of Beneficial Interest
of
BlackRock Credit Allocation Income Trust
at
98% of Net Asset Value Per Share
by
BlackRock Credit Allocation Income Trust
in Exchange for Cash
THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON FEBRUARY 3, 2020, UNLESS THE OFFER IS EXTENDED.
To the Common Shareholders of BlackRock Credit Allocation Income Trust:
BlackRock Credit Allocation Income Trust, a diversified, closed-end management investment company, organized as a Delaware statutory trust (the “Fund”), is offering to purchase up to 10% of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”) (the “Offer Amount”). The offer is to purchase Shares in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share (the “Purchase Price”) determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Shares are traded, on the day the offer expires (the “Pricing Date”). The offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). If more than the Offer Amount is tendered and not withdrawn, any purchases will be made on a pro rata basis.
In order to participate, the materials described in the Offer must be delivered to Computershare Trust Company, N.A. (the “Depositary”) by 5:00 p.m. Eastern time, February 3, 2020, or such later date to which the Offer is extended (the “Expiration Date”). Should the Offer be extended beyond February 3, 2020, the Pricing Date will be the close of ordinary trading on the NYSE on the newly designated Expiration Date. Shareholders who choose to participate in the Offer can expect payments for Shares tendered and accepted to be mailed within approximately ten business days after the Expiration Date.
The Shares are traded on the NYSE under the symbol “BTZ.” As of December 26, 2019, the Fund had 103,865,554 Shares outstanding; its NAV per Share was $15.06 and its market price per Share was $13.83, representing a discount of 8.17% to NAV. The NAV on the Pricing Date may be higher or lower than the NAV as of December 26, 2019, and the discount to NAV at which the Shares trade may be greater or lesser than the discount as of December 26, 2019. For the Fund’s most current NAV and market price per Share, you may view online at https://www.blackrock.com/us/individual/products/240168/blackrock-credit-allocation-income-trust-usd-fund. For additional questions or information during the pendency of this Offer, you may contact Georgeson LLC (the “Information Agent”) by calling (877) 278-9670, between the hours of 9:00 a.m. and 11:00 p.m., Eastern time, Monday through Friday (except holidays), and 12:00 p.m. and 6:00 p.m., Eastern time, on Saturday.
The Offer is subject to important terms and conditions, including the conditions listed under Section 4, “Certain Conditions of the Offer.”
Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of the Offer, passed upon the fairness or merits of the Offer, or determined whether this Offer to Purchase is accurate or complete. Any representation to the contrary is a crime.
If you are not interested in selling any of your Shares at this time, you do not need to do anything. This Offer is not part of a plan to liquidate the Fund. Shareholders are not required to participate in the Offer.
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You should be aware that, if you tender Shares pursuant to the Offer, tendered Shares will not be entitled to receive any Fund dividend or distribution with a record date on or after February 7, 2020.
Because this Offer is limited as to the number of Shares that the Fund will purchase, not all Shares tendered for purchase by shareholders may be accepted for payment by the Fund. This may occur, for example, if one or more large investors seek to tender a significant number of Shares or if a large number of investors tender Shares.
IMPORTANT INFORMATION
Shareholders who desire to participate in the Offer should either: (a) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares, if any (in proper form), and all other documents required by the Letter of Transmittal; or (b) request their broker, dealer, commercial bank or trust company (each, a “Nominee”) to effect the transaction on their behalf. Shareholders whose Shares are registered in the name of a Nominee, such as a brokerage firm or other financial intermediary, must contact that firm to instruct the firm to participate in the Offer on their behalf. Tendering shareholders may be charged a fee by their Nominee or other financial intermediary for processing the documentation required to participate in the Offer on their behalf. Shareholders are urged to consult their own investment and tax advisers and make their own decisions whether to tender Shares and, if so, how many Shares to tender, or to refrain from tendering Shares in the Offer.
The Fund reserves the absolute right to reject Shares determined not to be tendered in appropriate form.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their Nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.
If you want to tender your Shares but your certificates for the Shares are not immediately available or cannot be delivered to the Depositary within the required time or you cannot comply with the procedures for book-entry transfer, or your other required documents cannot be delivered to the Depositary by the Expiration Date of the Offer, you will not be able to tender your Shares.
Neither the Fund nor its Board of Trustees (the “Board of Trustees” or the “Board”) nor BlackRock Advisors, LLC (the “Investment Advisor”) makes any recommendation to any shareholders as to whether to tender Shares for purchase or to refrain from tendering Shares in the Offer. No person has been authorized to make any recommendation on behalf of the Fund, its Board of Trustees or the Investment Advisor as to whether shareholders should tender Shares for purchase pursuant to the Offer or to make any representation or to give any information in connection with the Offer other than as contained herein. If made or given, any such recommendation, representation or information must not be relied upon as having been authorized by the Fund, its Board of Trustees or the Investment Advisor. Shareholders are urged to carefully evaluate all information in the Offer, consult their own investment and tax advisers and make their own decisions whether to tender their Shares for purchase or refrain from participating in the Offer.
The Fund has filed with the Commission a Tender Offer Statement on Schedule TO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Offer.
The making of the Offer may, in some jurisdictions, be restricted or prohibited by applicable law. The Offer is not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of the Offer or the acceptance of the Offer would, absent prior registration, filing or qualification under applicable laws, not be in compliance with the laws of that jurisdiction. Accordingly, shareholders are required to inform themselves of and observe any such restrictions.
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This Summary Term Sheet highlights certain information concerning this Offer. To understand the Offer fully and for a more complete discussion of its terms and conditions, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal. We have included section references parenthetically to direct you to a more complete description in the Offer of the topics in this Summary Term Sheet.
What is the Offer?
| • | The Fund is offering to purchase up to 10% of its Shares. The Fund will pay cash for Shares purchased pursuant to the Offer. The Fund will purchase Shares at a price equal to 98% of the NAV per Share as of the close of regular trading session of the NYSE on the Pricing Date. If the number of Shares properly tendered and not withdrawn prior to the date and time the Offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares tendered. If shareholders tender (and do not timely withdraw) more than the Offer Amount, the Fund will purchase duly tendered Shares from participating shareholders on a pro rata basis, disregarding fractions, based upon the number of Shares each shareholder tenders for purchase and does not timely withdraw. The Fund does not intend to increase the number of Shares that it is offering to purchase, even if shareholders tender more than the Offer Amount. Shareholders cannot be assured that all of their tendered Shares will be purchased. (See Section 1, “Price; Number of Shares” and Section 7, “Payment for Shares.”) |
When will the Offer expire, and may the Offer be extended?
| • | The Offer will expire at 5:00 p.m., Eastern time, on February 3, 2020, the Expiration Date, unless extended. The Fund may extend the offer period at any time. If it does, the Fund will determine the purchase price as of the close of ordinary trading on the NYSE on the new Expiration Date. The Fund may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 a.m. Eastern time on the next business day after the Offer otherwise would have expired. (See Section 1, “Price; Number of Shares.”) |
What is the purpose of the Offer?
| • | The Fund is making the Offer to provide shareholders with an alternate source of liquidity (likely at a price above the then-current market price) for at least a portion of their investment in the Shares. The Board approved the Offer on December 19, 2019. (See Section 2, “Purpose of the Offer and Section 3, “Plans or Proposals of the Fund.”) |
Will I have to pay anything to participate in the Offer?
| • | Shares will be purchased at 98% of the Fund’s NAV, which may help defray certain costs of the Offer, including the processing of tender forms, effecting payment, postage and handling. The Fund will not charge a separate service fee in conjunction with the Offer. If your Shares are held through a financial intermediary, the financial intermediary may charge a service fee for participation in the Offer. (See Section 1, “Price; Number of Shares,” Section 7, “Payment for Shares” and Section 17, “Fees and Expenses.”) |
What is the NAV per Share as of a recent date?
| • | On December 26, 2019, the NAV per Share was $15.06 and the last reported market price for a Share on the NYSE on such date was $13.83, representing a discount of 8.17% to NAV. The NAV on the Pricing Date may be higher or lower than the NAV as of December 26, 2019, and the discount to NAV |
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| at which the Shares trade may be greater or lesser than the discount as of December 26, 2019. For the Fund’s most current NAV and market price per Share, you may view online at https://www.blackrock.com/us/individual/products/240168/blackrock-credit-allocation-income-trust-usd-fund. For additional questions or information during the pendency of this Offer, you may contact the Information Agent by calling (877) 278-9670, between the hours of 9:00 a.m. and 11:00 p.m., Eastern time, Monday through Friday (except holidays), and 12:00 p.m. and 6:00 p.m., Eastern time, on Saturday. (See Section 10, “Price Range of Shares.”) |
Will the Fund’s NAV per Share be higher or lower on the Pricing Date?
| • | No one can accurately predict what the Fund’s NAV per Share will be at any future date. You should realize that the NAV on the Pricing Date may be higher or lower than the NAV as of December 26, 2019 set forth above. |
Does the Fund have the financial resources to pay me for my Shares?
| • | Yes. If the Fund purchased 10,386,555 Shares at a price per share of $14.76, equal to 98% of the NAV as of December 26, 2019 ($15.06 per Share), the Fund’s total cost, not including fees and expenses incurred in connection with the Offer, would be approximately $153.3 million. The Fund intends to first use cash on hand to pay for Shares tendered, and then intends to sell portfolio securities to raise any additional cash needed for the purchase of Shares. Other than potentially through reverse repurchase agreements, the Fund has no intention to borrow money to finance the purchase of Shares in the Offer. (See Section 8, “Source and Amount of Consideration.”) |
How do I participate in the Offer?
| • | If your Shares are registered in the name of a Nominee, you should contact that firm if you wish to tender your Shares. |
| • | All other shareholders wishing to participate in the Offer must, prior to the date and time the Offer expires, complete and execute a Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal. You must send these materials to the Depositary at its address set forth on the last page of this offer. If you hold certificates for Shares, you must send the certificates to the Depositary at its address set forth on the last page of this Offer. If your Shares are held in book-entry form, you must comply with the book-entry delivery procedure set forth in Section 5.C of this Offer. In all these cases, the Depositary must receive these materials prior to the date and time the Offer expires. If any certificate representing Shares has been mutilated, lost, stolen or destroyed, the shareholder should promptly call the Depositary at (781) 575-2879 or (800) 699-1236. The shareholder will then be instructed by the Depositary as to the steps that must be taken to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. |
The Fund’s transfer agent holds Shares in uncertificated form for certain shareholders pursuant to the Fund’s automatic dividend reinvestment plan. When a shareholder tenders share certificates, the Depositary will accept any of the shareholder’s uncertificated Shares for tender first, and accept the balance of tendered Shares from the shareholder’s certificated Shares.
Must I tender all of my Shares for purchase?
| • | No. You may tender for purchase all or part of the Shares you own. (See Section 1, “Price; Number of Shares.”) |
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May I withdraw my Shares after I have tendered them for purchase and, if so, by when?
| • | Yes, you may withdraw all, but not less than all, of your tendered Shares at any time prior to 5:00 p.m., Eastern time, on February 3, 2020, which is the Expiration Date. In order for your withdrawal to be effective, you must submit or direct your Nominee to submit a withdrawal request to the Depositary prior to 5:00 p.m., Eastern time on the Expiration Date. You may resubmit withdrawn Shares by following the purchase procedures before the Offer expires, including during any extension period. (See Section 6, “Withdrawal Rights.”) |
How do I withdraw previously tendered Shares?
| • | You must submit or direct your Nominee to submit a request for withdrawal of previously tendered Shares to the Depositary. You may withdraw only all Shares previously tendered by you, and not a portion thereof, and your request for withdrawal must state this. (See Section 6, “Withdrawal Rights.”) |
May my Nominee place any conditions on my tender of Shares?
| • | No. |
May I place any conditions on my tender of Shares?
| • | No. |
Is my tender of Shares in the Offer a taxable transaction?
| • | It is anticipated that the tender of Shares in exchange for cash will generally be a taxable transaction for U.S. federal income tax purposes either in the form of a “sale or exchange” or, under certain circumstances, a “dividend.” Please consult your tax adviser regarding your individual tax consequences, including potential state, local and foreign tax consequences. (See Section 14, “Certain U.S. Federal Income Tax Consequences.”) |
Is there any reason Shares tendered by me for purchase would not be accepted?
| • | In addition to those circumstances described under “Certain Conditions of the Offer” in which the Fund is not required to purchase tendered Shares, the Fund has reserved the right to reject any and all tendered Shares determined by the Fund not to have been tendered in the appropriate form. For example, tenders will be rejected if the tender does not include the original signature(s) or the original of any required signature guarantee(s). Moreover, as further described herein, if more than the Offer Amount is tendered and not withdrawn, any purchases will be made on a pro rata basis. |
What should I do if I decide not to tender my Shares for purchase?
| • | Nothing. There are no actions that you need to take if you determine not to participate in the Offer. |
If I decide not to tender, how will the Offer affect my Shares?
| • | If you do not tender your Shares (or if you own Shares following completion of the Offer), you will be subject to any increased risks associated with the reduction in the Fund’s total assets due to the payment for the tendered Shares. These risks may include greater volatility due to a decreased asset base and proportionately higher expenses, as well as the possibility of receiving additional taxable capital gains on the distributions of the sale of portfolio securities to pay for tendered shares. The reduced assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Shares purchased, could limit the Fund’s ability to use leverage and may |
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| have an adverse effect on the Fund’s investment performance. The purchase of Shares in the Offer may reduce the number of shareholders in the Fund and will reduce the number of Shares that might otherwise trade publicly. This could adversely affect the liquidity and market value of the remaining Shares the public holds. (See Section 9, “Effects of the Offer; Consequences of Participation” and Section 17, “Fees and Expenses.”) |
Does the Fund’s management recommend that shareholders participate in the Offer, and will management participate in the Offer?
| • | None of the Fund, the Board of Trustees nor the Investment Advisor is making any recommendation to shareholders regarding whether to tender Shares for purchase or refrain from tendering Shares in the Offer. The Fund has been advised that neither its Board of Trustees, officers nor the Investment Advisor intend to tender any Shares pursuant to the Offer. (See Section 11, “Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares.”) |
Will there be additional opportunities to tender my Shares to the Fund?
| • | No other tender offers have been approved by the Board, but the Board reserves the right to conduct tender offers in the future. (See Section 2, “Purpose of the Offer” and Section 3, “Plans or Proposals of the Fund.”) |
How do I obtain more information?
| • | Questions and requests for assistance may be directed to your financial advisor or other Nominee, or to the Information Agent toll free at (877) 278-9670. Requests for additional copies of this Offer to Purchase and the applicable Letter of Transmittal should also be directed to the Information Agent. |
The Information Agent for the Offer is:
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
(877) 278-9670 (Toll Free)
The Depositary for the Offer is:
| By Mail: | By Overnight Courier: | |
| Computershare Trust Company, N.A. | Computershare Trust Company, N.A. Voluntary | |
| Voluntary Corporate Actions | Voluntary Corporate Actions | |
| P.O. Box 43011 Providence, RI 02940-3011 |
150 Royall Street Canton, MA 02021 |
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Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Fund will accept for purchase, and pay for, an aggregate amount of up to 10% of its Shares outstanding as of January 2, 2020 that are properly tendered and not timely withdrawn in accordance with Section 6 prior to the Expiration Date. The term “Expiration Date” means 5:00 p.m., Eastern time, on February 3, 2020, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case “Expiration Date” shall mean the time and date on which the Offer, as so extended by the Fund, shall expire. The Fund reserves the right in its sole discretion and for any reason to amend, extend or terminate the Offer prior to the time the Offer expires. See Section 16, “Amendments; Extensions of Purchase Period; Termination.” The Fund will not be obligated to purchase Shares pursuant to the Offer under certain circumstances. See Section 4, “Certain Conditions of the Offer.”
The purchase price of the Shares will be 98% of the NAV per Share determined as of the close of the regular trading session of the NYSE on the Pricing Date. On December 26, 2019, the NAV per Share was $15.06 and the last reported market price for a Share on the NYSE on such date was $13.83, representing a discount of 8.17% to NAV. The NAV on the Pricing Date may be higher or lower than the NAV as of December 26, 2019, and the discount to NAV at which the Shares trade may be greater or lesser than the discount as of December 26, 2019. For the Fund’s most current NAV and market price per Share, you may view online at https://www.blackrock.com/us/individual/products/240168/blackrock-credit-allocation-income-trust-usd-fund. For additional questions or information during the pendency of this Offer, you may contact the Information Agent by calling (877) 278-9670, between the hours of 9:00 a.m. and 11:00 p.m., Eastern time, Monday through Friday (except holidays), and 12:00 p.m. and 6:00 p.m., Eastern time, on Saturday. Shareholders tendering Shares shall be entitled to receive all dividends with an “ex date” on or before the Expiration Date provided that they own Shares as of the record date for such dividend. Shareholders should be aware that, if they tender Shares pursuant to the Offer, tendered Shares will not be entitled to receive any Fund dividend or distribution with a record date on or after February 7, 2020.
The Offer is being made to all shareholders and is not conditioned upon shareholders tendering for purchase in the aggregate any minimum number of Shares. If the number of Shares properly tendered and not withdrawn prior to the date and time the Offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Shares tendered. If more than the Offer Amount is duly tendered for purchase pursuant to the Offer (and not timely withdrawn as provided in Section 6), the Fund, subject to the conditions listed in Section 3, will purchase Shares from participating shareholders in accordance with the terms and conditions specified in the Offer on a pro rata basis (disregarding fractions) based upon the number of Shares duly tendered (and not timely withdrawn) by or on behalf of each shareholder. The Fund does not intend to increase the number of Shares offered for purchase, even if more than the Offer Amount is tendered by all shareholders in the aggregate.
The Fund currently utilizes leverage through reverse repurchase agreements. As of October 31, 2019, this leverage represented approximately 26.73% of the Fund’s Managed Assets (approximately 36.47% of the Fund’s net assets). “Managed Assets” means the total assets of the Fund minus the sum of the Fund’s accrued liabilities (other than aggregate indebtedness constituting financial leverage). The Fund intends to maintain approximately the same level of economic leverage, as a percentage of Managed Assets, following the Offer. Based on the number of Shares purchased in the Offer, the Fund may reduce its use of reverse repurchase agreements in order to maintain the Fund’s overall economic leverage targets.
Shares will be purchased at 98% of the Fund’s NAV on the Pricing Date, which may help defray certain costs of the tender, including the processing of tender forms, effecting payment, postage and handling. The Fund will not charge a separate service fee in conjunction with the Offer. If your Shares are held through a financial intermediary, the financial intermediary may charge a service fee for participation in the Offer. Tendering shareholders will not be obligated to pay transfer taxes on the purchase of Shares by the Fund, except in the circumstances set forth in Section 7, “Payment for Shares.”
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On December 26, 2019, there were 103,865,554 Shares issued and outstanding, and there were approximately 61 holders of record of Shares. One of these record holders is a nominee for brokers, dealers, commercial banks, trust companies and other institutions that held legal title to Shares in “street name” on behalf of multiple beneficial owners. The Fund has been advised that neither its Board of Trustees, officers nor the Investment Advisor intend to tender any Shares pursuant to the Offer.
The Fund reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving notice of such extension to the Depositary and making a public announcement thereof. See Section 16, “Amendments; Extensions of Purchase Period; Termination.” The Fund makes no assurance that it will extend the Offer. During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering shareholder to withdraw his or her Shares.
The Fund is making the Offer to provide shareholders with an alternate source of liquidity (likely at a price above the then-current market price) for at least a portion of their investment in the Shares. The Board approved the Offer on December 19, 2019.
There can be no assurance that the Offer will have the effect of narrowing or eliminating any market price discount from NAV of the Shares. The market price of the Shares is determined by such factors as the relative demand for and supply of the Shares in the market, the Fund’s NAV, general market and economic conditions and other factors beyond the control of the Fund. Therefore, the Fund cannot predict whether its Shares will trade at, below or above NAV.
Any Shares purchased by the Fund pursuant to the Offer will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of the NYSE on which the Shares are listed).
None of the Fund, the Board nor the Investment Advisor makes any recommendation to any shareholder as to whether to tender Shares for purchase or to refrain from tendering Shares in the Offer. No person has been authorized to make any recommendation on behalf of the Fund, the Board or the Investment Advisor as to whether shareholders should tender Shares for purchase pursuant to the Offer or to make any representation or to give any information in connection with the Offer other than as contained herein. If made or given, any such recommendation, representation or information must not be relied upon as having been authorized by the Fund, the Board or the Investment Advisor. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers and make their own decisions whether to tender their Shares for purchase or refrain from participating in the Offer.
3. Plans or Proposals of the Fund.
Except to the extent described herein or in connection with the operation of the Fund’s automatic dividend reinvestment plan, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in:
(a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries;
(b) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries;
(c) any material change in the Fund’s present dividend policy, or indebtedness or capitalization of the Fund;
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(d) changes to the present Board or management of the Fund, including changes to the number or the term of members of the Board, the filling of any existing vacancies on the Board or changes to any material term of the employment contract of any executive officer;
(e) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the 1940 Act;
(f) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association;
(g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
(h) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act;
(i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or
(j) any changes in the Fund’s Agreement and Declaration of Trust, By-Laws or other governing instruments or other actions that could impede the acquisition of control of the Fund.
4. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Fund’s right to extend, amend or terminate the Offer at any time in its sole discretion, the Fund shall not be required to accept for purchase or, subject to the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance of or payment for any tendered Shares, if:
(a) such transactions, if consummated, would:
| (i) | result in delisting of the Fund’s Shares from the NYSE (the NYSE Listed Company Manual provides that the NYSE would promptly initiate suspension and delisting procedures with respect to closed-end funds if the total market value of publicly held shares and net assets of the Fund over 60 consecutive calendar days are each below $5,000,000); or |
| (ii) | impair the Fund’s status as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”) (which would make the Fund a taxable entity, causing the Fund’s income to be taxed at the corporate level in addition to the taxation of shareholders who receive distributions from the Fund) or as a registered closed-end investment company under the 1940 Act; |
(b) the Fund would not be able to liquidate portfolio securities in an orderly manner and consistent with the Fund’s investment objective and policies in order to repurchase shares; or
(c) there is, in the Board’s judgment, any:
(i) material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund,
(ii) general suspension of or limitation on prices for trading securities on the New York Stock Exchange;
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(iii) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by United States or New York banks;
(iv) material limitation affecting the Fund or the issuers of its portfolio securities by Federal or state authorities on the extension of credit by lending institutions or on the exchange of foreign currency;
(v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States; or
(vi) other event or condition that would have a material adverse effect (including any adverse tax effect) on the Fund or its shareholders if shares were repurchased.
The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 4 shall be final and binding.
The Fund reserves the right, at any time during the pendency of the Offer, to terminate, extend or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided in Section 16, “Amendments; Extensions of Purchase Period; Termination.” In the event any of the foregoing conditions are modified or waived in whole or in part at any time, the Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend the Offer period as provided in Section 16, “Amendments; Extensions of Purchase Period; Termination.”
5. Procedures for Tendering Shares for Purchase.
A. Proper Tender of Shares.
Shareholders who desire to tender Shares registered in the name of a Nominee must contact their Nominee to effect a tender on their behalf.
For Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and all other documents required by the Letter of Transmittal, to be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and must cause certificates for tendered Shares to be received by the Depositary at such address or cause such Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before the Expiration Date.
Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate representing Shares has been mutilated, lost, stolen or destroyed, the shareholder should promptly call the Depositary at (781) 575-2879 or (800) 699-1236. The shareholder will then be instructed by the Depositary as to the steps that must be taken to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.
Letters of Transmittal and certificates representing tendered Shares should not be sent or delivered to the Fund.
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The Fund’s transfer agent holds Shares in uncertificated form for certain shareholders pursuant to the Fund’s automatic dividend reinvestment plan. When a shareholder tenders certificated Shares, the Depositary will accept any of the shareholder’s uncertificated Shares for tender first, and accept the balance of tendered Shares from the shareholder’s certificated Shares, and any remaining Shares will be issued in book-entry and will be electronically held in your account in lieu of a certificate.
Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to request a purchase of Shares pursuant to the Offer unless at the time of the request, and at the time the Shares are accepted for payment, the person requesting the purchase has a net long position equal to or greater than the amount requested for purchase in either: (a) Shares, and will deliver or cause to be delivered such Shares for the purpose of purchase to the Fund within the period specified in the Offer, or (b) an equivalent security and, upon the acceptance of his or her request to purchase, will acquire Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Shares so acquired for the purpose of requesting the purchase to the Fund prior to or on the Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the request to purchase or guarantee of a request to tender on behalf of another person.
The acceptance of Shares by the Fund for purchase will constitute a binding agreement between the participating shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the participating shareholder’s representation that the shareholder has a net long position in the Shares being tendered for purchase within the meaning of Rule 14e-4 and that the request to tender such Shares complies with Rule 14e-4.
By submitting the Letter of Transmittal, a tendering shareholder shall, subject to and effective upon acceptance for payment of the Shares tendered, be deemed in consideration of such acceptance to sell, assign and transfer to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date) and irrevocably constitute and appoint the Depositary the true and lawful agent and attorney-in-fact of the tendering shareholder with respect to such Shares (and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates for such Shares (and any such other dividends, distributions, other Shares or securities or rights) or transfer ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary of the purchase price, (b) present such Shares (and any such other dividends, distributions, other Shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering shareholder with respect to such Shares (and any such dividends, distributions, other shares or securities or rights) will, without further action, be revoked and no subsequent powers of attorney may be given by the tendering shareholder with respect to the tendered Shares (and, if given, will be null and void.)
By submitting a Letter of Transmittal, and in accordance with the terms and conditions of the Offer, a tendering shareholder shall be deemed to represent and warrant that: (a) the tendering shareholder has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights declared or issuable in respect of such Shares after the Expiration Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the tendering shareholder will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all
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dividends, distributions, other Common Shares or securities or rights declared or issuable in respect of such Shares after the Expiration Date); and (d) the tendering shareholder has read and agreed to all of the terms of the Offer, including this Offer to Purchase and the Letter of Transmittal.
B. Signature Guarantees and Method of Delivery. All signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. (See Instruction 2 of the Letter of Transmittal.) An “Eligible Institution” is a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP).
If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for purchase thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Shares tendered for purchase without any alteration, enlargement or any change whatsoever.
If any of the Shares tendered for purchase thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.
If any of the Shares tendered for purchase are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.
If the Letter of Transmittal or any certificates for Shares tendered for purchase or share powers relating to Shares tendered for purchase are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted together with the Letter of Transmittal.
If the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered for purchase, no endorsements of certificates or separate share powers with respect to such Shares are required unless payment is to be made to, or certificates for Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or share powers must be guaranteed by an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, IS AT THE ELECTION AND RISK OF THE PARTY TENDERING SHARES. IF DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED.
C. Book-Entry Delivery. Any financial institution that is a participant in the DTC system may make book-entry delivery of tendered Shares in accordance with DTC’s procedures. However, although delivery of Shares may be effected through book-entry transfer at DTC, a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or an Agent’s Message (as defined below) in connection with a book-entry transfer and any other documents required by the Letter of Transmittal, must be received by the Depositary prior to the Expiration Date at one of its addresses set forth on the back cover page of this Offer to Purchase.
The term “Agent’s Message” means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) which
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states that (a) DTC has received an express acknowledgment from the DTC participant tendering the Shares for purchase that are the subject of the Book-Entry Confirmation, (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.
D. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined not to be in appropriate form or to refuse to accept for payment or purchase, or pay for, any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Shares would be unlawful. The Fund also reserves the absolute right to the extent permitted by law to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) shall be final and binding.
None of the Fund, the Board of Trustees, the Investment Advisor, the Information Agent, the Depositary nor any other person is or will be obligated to give any notice of any defect or irregularity in any tender, and none of the foregoing persons will incur any liability for failure to give any such notice.
E. U.S. Federal Income Tax Withholding. Under the U.S. federal income tax backup withholding rules, the Depositary would generally be required to withhold 24% of the gross payments made pursuant to the Offer to any U.S. Shareholder (as defined below) unless such U.S. Shareholder has completed and submitted to the Depositary an IRS Form W-9. In order to avoid the possibility of backup withholding, all participating U.S. Shareholders are required to provide the Depositary with a properly completed and signed IRS Form W-9. A “U.S. Shareholder” is a shareholder that is a “U.S. person” within the meaning of the Code. In general, a U.S. Shareholder is a shareholder that is (a) an individual who is a citizen or resident of the United States; (b) a corporation or partnership, or other entity taxed as a corporation or partnership, created or organized in the United States or under the law of the United States or of any State thereof; (c) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.
In order to avoid backup withholding, participating Non-U.S. Shareholders (as defined below) must provide the Depositary with a completed IRS Form W-8BEN or W-8BEN-E, or another type of Form W-8 appropriate to the particular Non-U.S. Shareholder. For purposes of this Offer to Purchase, a “Non-U.S. Shareholder” is generally any shareholder that is not a “U.S. person” within the meaning of the Code. Copies of Form W-8BEN or W-8BEN-E are provided with the Letter of Transmittal for Non-U.S. Shareholders. Other types of Form W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html.
Tendering Non-U.S. Shareholders may be subject to U.S. federal withholding tax, even if they submit an appropriate IRS Form W-8 in order to claim an exemption from backup withholding. For an additional discussion of U.S. federal income tax withholding as well as a discussion of certain other U.S. federal income tax consequences to tendering shareholders, see Section 14, “Certain U.S. Federal Income Tax Consequences.”
At any time prior to the Expiration Date any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. In addition, shareholders will also have the right to withdraw the tender of Shares at any time after 5:00 p.m. on March 2, 2020, to the extent the Shares have not yet been accepted for payment as of that date.
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To be effective, a written notice of withdrawal of Shares tendered for purchase must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary prior to the Expiration Date, and the original notice of withdrawal must be delivered to the Depositary by overnight courier the next day. Any notice of withdrawal must specify the name(s) of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn (which may not be less than all of the Shares tendered by the shareholder) and, if one or more certificates representing such Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution.
All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered for purchase by following the procedures described in Section 5 prior to the Expiration Date. Except as otherwise provided in this Section 6, tenders of Shares made pursuant to the Offer will be irrevocable.
None of the Fund, the Board of Trustees, the Investment Advisor, the Information Agent, the Depositary nor any other person is or will be obligated to give any notice of any defect or irregularity in any notice of withdrawal, nor shall any of them incur any liability for failure to give any such notice.
For purposes of the Offer, the Fund will be deemed to have accepted for payment and purchased Shares that are tendered for purchase (and not timely withdrawn in accordance with Section 6) when, as and if the Fund gives oral or written notice to the Depositary of its acceptance of such Shares for purchase pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return Shares tendered for purchase promptly after the termination, expiration or withdrawal of the Offer. Unless otherwise indicated on the Letter of Transmittal, properly tendered Shares that are not purchased because of proration will be returned at our expense to you or to other persons at your discretion.
Payment for Shares accepted for payment pursuant to the Offer will be made by the Depositary out of funds made available to it by the Fund. The Depositary will act as agent for the Fund for the purpose of effecting payment to the tendering shareholder. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of:
| (a) | a Letter of Transmittal (or a copy thereof) properly completed and duly executed with any required signature guarantee(s), or an Agent’s Message in connection with a book-entry transfer; |
| (b) | a certificate evidencing Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedure set forth in Section 5; and |
| (c) | all other documents required by the Letter of Transmittal. |
Accordingly, payment may not be made to all tendering shareholders at the same time and will depend upon when Share certificates are received by the Depositary or Book-Entry Confirmations of tendered Shares are received in the Depositary’s account at DTC.
If any tendered Shares are not accepted for payment or are not paid because of an invalid tender, if certificates are submitted for more Shares than are tendered, or if a shareholder withdraws tendered Shares, (i) the Shares will be issued in book-entry form and will be electronically held in your account for such
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unpurchased Shares, as soon as practicable following the expiration, termination or withdrawal of the Offer, (ii) Shares delivered pursuant to the book-entry delivery procedures will be credited to the account from which they were delivered, and (iii) uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan will be returned to the automatic dividend reinvestment plan account maintained by the transfer agent.
The Fund will pay all transfer taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if unpurchased Shares were registered in the name of, any person other than the tendering holder, or if any tendered certificates are registered or the Shares tendered are held in the name of any person other than the person signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of such transfer will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. In addition, if certain events occur, the Fund may not be obligated to purchase Shares pursuant to the Offer. See Section 4, “Certain Conditions of the Offer.”
Any tendering shareholder or other payee who fails to complete fully and sign the Substitute IRS Form W-9, if one is included with the Letter of Transmittal, may be subject to U.S. federal income tax withholding of 24% of the gross proceeds paid to such shareholder or other payee pursuant to the Offer. Non-U.S. Shareholders should provide the Depositary with a completed IRS Form W-8 in order to avoid 24% backup withholding. A copy of IRS Form W-8 will be provided upon request from the Depositary. See Section 5, “Procedures for Tendering Shares for Purchase—U.S. Federal Income Tax Withholding.”
8. Source and Amount of Consideration.
The actual cost of the Offer to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number of Shares tendered for purchase, and the price will be based on the NAV per Share on the Pricing Date. If shareholders tendered all Shares offered for purchase pursuant to the Offer, and the Fund purchased such Shares at a price per share of $14.76, equal to 98% of the NAV as of December 26, 2019 ($15.06 per Share), payments by the Fund to the participating shareholders would be approximately $153.3 million. See Section 9, “Effects of the Offer; Consequences of Participation.”
The monies to be used by the Fund to purchase Shares pursuant to the Offer will be first obtained from any cash on hand and then from the proceeds of sales of securities in the Fund’s investment portfolio. The Board of Trustees believes that the Fund has sufficient liquidity to purchase the Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the Board of Trustees, there is not sufficient liquidity of the assets of the Fund to pay for tendered Shares, the Fund may terminate the Offer.
Other than potentially through the use of reverse repurchase agreements, no funds are expected to be borrowed, directly or indirectly, for the purpose of the Offer. There are no alternative financing arrangements or alternative financing plans. There are no material conditions to the availability of the consideration for the purposes of this Offer, except as set forth herein. See Section 4, “Certain Conditions of the Offer.”
9. Effects of the Offer; Consequences of Participation.
The Offer may have certain adverse consequences for tendering and non-tendering shareholders.
A. Effects on NAV and Consideration Received by Tendering Shareholders. To pay the aggregate purchase price of Shares accepted for payment pursuant to the Offer, the Fund anticipates that funds will be first derived from any cash on hand and then from the proceeds from the sale of portfolio securities held by the Fund. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, such dispositions of portfolio securities could cause market prices of the Fund’s portfolio securities, and hence the Fund’s NAV, to decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or
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whether such a decline would be temporary or continue to or beyond the Expiration Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV as determined as of the close of ordinary trading on the NYSE on the Pricing Date, if such a decline continued to the Pricing Date, the consideration received by tendering shareholders would be less than it otherwise might be. In addition, a sale of portfolio securities will cause increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities that are less than the valuations of such securities by the Fund. Accordingly, because of the Offer, the Fund’s NAV may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering shareholders, and also reducing the NAV for non-tendering shareholders.
The Fund will sell portfolio securities to raise cash for the purchase of Shares. Thus, it is likely that during the pendency of the Offer, and possibly for a short time thereafter, the Fund will hold a greater than normal percentage of its net assets in cash and cash equivalents. This larger cash position may interfere with the Fund’s ability to meet its investment objectives. The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Expiration Date of this Offer. If on or prior to the Expiration Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.
B. Recognition of Capital Gains. As noted, the Fund will likely be required to sell portfolio securities pursuant to the Offer. If the Fund’s tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to shareholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss carry-forwards) during, or following the end of, the Fund’s fiscal year. This recognition and distribution of gains, if any, would have two negative consequences: first, while shareholders at the time of a declaration of distributions will receive such distributions, such shareholders would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). As of October 31, 2019, the end of the Fund’s most recently completed fiscal year, the Fund had unrealized capital appreciation of approximately $164 million. As of October 31, 2019, the Fund had capital loss carryforwards of approximately $52 million, all of which is non-expiring.
In addition, some distributed gains may be realized on securities held for one year or less, which would generate income taxable to the shareholders at ordinary income rates. This could adversely affect the Fund’s after-tax performance.
C. Tax Consequences of Purchases to Shareholders. The Fund’s purchase of tendered Shares pursuant to the Offer will have tax consequences for tendering shareholders. See Section 14, “Certain U.S. Federal Income Tax Consequences.”
D. Effect on Remaining Shareholders, Higher Expense Ratio and Less Investment Flexibility. The purchase of Shares by the Fund pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-tendering shareholders. All shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in the Fund’s aggregate assets resulting from payment for the tendered Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund and may have an adverse effect on the Fund’s investment performance.
E. Effect on Leverage. The Fund currently utilizes leverage through reverse repurchase agreements. As of October 31, 2019, this leverage represented approximately 26.73% of the Fund’s Managed Assets (approximately 36.47% of the Fund’s net assets). The Fund’s net assets attributable to Shares are the Fund’s Managed Assets minus the value of the Fund’s assets attributable to money borrowed for investment purposes.
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The Fund intends to maintain approximately the same level of economic leverage, as a percentage of Managed Assets, following the Offer. Based on the number of Shares purchased in the Offer, the Fund may reduce its use of reverse repurchase agreements in order to maintain the Fund’s overall economic leverage targets. This de-levering may result in decreased returns to the Fund and increased expenses for remaining shareholders.
F. Possible Proration. If greater than the Offer Amount of the Fund’s Shares are tendered pursuant to the Offer, the Fund would, upon the terms and subject to the conditions of the Offer, purchase Shares tendered on a pro rata basis. Accordingly, shareholders cannot be assured that all of their tendered Shares will be purchased.
The following table sets forth, for each of the calendar quarters indicated, the high and low closing market prices for the Shares on the NYSE, the NAV per Share and the premium or discount to NAV per Share at which the Shares were trading.
Price Range of Shares
| During Quarter Ended |
Market Price per Share |
NAV per Share on Date of Market Price High and Low(1) |
Premium/ (Discount) on Date of Market Price High and Low(2) |
|||||||||||||||||||||
| High | Low | High | Low | High | Low | |||||||||||||||||||
| September 30, 2019 |
$ | 13.86 | $ | 12.99 | $ | 15.01 | $ | 14.61 | (7.66 | )% | (11.09 | )% | ||||||||||||
| June 30, 2019 |
$ | 12.97 | $ | 12.44 | $ | 14.60 | $ | 14.10 | (11.16 | )% | (11.77 | )% | ||||||||||||
| March 31, 2019 |
$ | 12.41 | $ | 11.25 | $ | 14.10 | $ | 13.16 | (11.99 | )% | (14.51 | )% | ||||||||||||
| December 31, 2018 |
$ | 12.44 | $ | 11.06 | $ | 14.11 | $ | 13.17 | (11.84 | )% | (16.02 | )% | ||||||||||||
| September 30, 2018 |
$ | 12.44 | $ | 12.06 | $ | 14.06 | $ | 14.04 | (11.52 | )% | (14.10 | )% | ||||||||||||
| June 30, 2018 |
$ | 12.66 | $ | 12.06 | $ | 14.28 | $ | 13.95 | (11.34 | )% | (13.55 | )% | ||||||||||||
| March 31, 2018 |
$ | 13.28 | $ | 12.55 | $ | 14.77 | $ | 14.27 | (10.09 | )% | (12.05 | )% | ||||||||||||
| December 31, 2017 |
$ | 13.64 | $ | 13.06 | $ | 14.87 | $ | 14.70 | (8.27 | )% | (11.16 | )% | ||||||||||||
| (1) | Based on the Fund’s computations. |
| (2) | Calculated based on the information presented. Percentages are rounded. |
On December 26, 2019, the NAV per Share was $15.06 and the last reported market price for a Share on the NYSE on such date was $13.83. During the pendency of the Offer, daily NAV quotations can be obtained in the manner indicated in Section 1.
The tender of Shares, unless and until such tendered Shares are accepted for payment, will not affect the record ownership of any such tendered Shares for purposes of entitlement to any dividends payable by the Fund.
11. Interests of Trustees and Officers; Transactions and Arrangements Concerning the Shares
Information, as of particular dates, concerning the Fund’s trustees and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters, is required to be disclosed in proxy statements distributed to the Fund’s shareholders and filed with the Commission. The table
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below sets forth the number of Shares and percentage of outstanding Shares beneficially owned by the trustees of the Fund as of December 23, 2019.
| Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
|||||||
| Name and Position |
||||||||
| Independent Trustees |
||||||||
| Michael J. Castellano |
10,298 | 0.0099 | % | |||||
| Richard E. Cavanagh |
16,774 | 0.0161 | % | |||||
| Cynthia L. Egan |
0 | 0 | % | |||||
| Frank J. Fabozzi |
9,538 | 0.0092 | % | |||||
| Henry Gabbay |
100 | 0.0001 | % | |||||
| R. Glenn Hubbard |
27,841 | 0.0268 | % | |||||
| W. Carl Kester |
14,607 | 0.0141 | % | |||||
| Catherine A. Lynch |
2,024 | 0.0019 | % | |||||
| Karen P. Robards |
10,923 | 0.0105 | % | |||||
| Interested Trustees(1) |
||||||||
| Robert Fairbairn |
0 | 0 | % | |||||
| John M. Perlowski |
0 | 0 | % | |||||
| (1) | Messrs. Fairbairn and Perlowski are both “interested persons,” as defined in the 1940 Act, of the Funds based on their positions with BlackRock, Inc. and its affiliates. |
As of December 23, 2019, the officers and trustees of the Fund, as a group, beneficially owned less than 1% of the outstanding Shares of the Fund.
As of December 23, 2019, none of the independent trustees nor their immediate family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock.
The business address and business telephone number of each of the trustee and executive officer of the Fund are in care of BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.
Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s trustees or officers, or associates of any of the foregoing, has effected any transaction in Shares, except for dividend reinvestment, during the 60 days prior to the date of this Offer to Purchase.
In addition, on September 5, 2019, the Board approved a renewal of the Fund’s open market share repurchase program. Commencing December 1, 2019, the Fund may purchase, through November 30, 2020, up to 5% of its shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. The Fund and any other person participating in the Offer will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may restrict the ability of any person engaged in a “distribution,” as defined in Regulation M, of the Shares to engage in market-making activities with respect to the Shares. The Fund did not repurchase any of its Shares during the past 60 days under its open market share repurchase program.
Except as set forth in this Offer to Purchase, neither the Fund, nor, to the best of the Fund’s knowledge, any of the Fund’s trustees or officers, is a party to any agreement, arrangement, or understanding, whether or not legally enforceable, with any other person with respect to any securities of the Fund, including, but not limited to, any agreement, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. Except as set forth in this Offer to Purchase, there is no present or proposed material agreement, arrangement, understanding or relationship with respect to the Offer between the Fund and any of its executive officers, trustees, controlling persons or subsidiaries.
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The Fund has been advised that neither its Board of Trustees, officers nor the Investment Advisor intend to tender any Shares pursuant to the Offer. Therefore, the Fund does not intend to purchase Shares from any officer, Trustee or the Investment Advisor of the Fund pursuant to the Offer.
As of December 26, 2019, to the knowledge of the Fund, no person beneficially owned more than 5% of the voting securities of any class of securities of the Fund, except for the following:
| Shareholder Name & Address |
Class of Shares | Share Holdings | Percentage Owned | |||||||||
| Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163(1) |
Common Shares | 16,945,045 | 16.20 | % | ||||||||
| Wells Capital Management Incorporated(1) 525 Market St, 10th Floor, San Francisco, CA 94105. |
Common Shares | 16,152,454 | 15.44 | % | ||||||||
| (1) | Based on information obtained from a Schedule 13G/A filed with the Commission on January 22, 2019. |
BlackRock Advisors, LLC acts as the investment adviser for the Fund. Pursuant to an investment management agreement between the Investment Advisor and the Fund (the “Investment Management Agreement”), the Fund pays the Investment Advisor a monthly fee in arrears at an annual rate of 0.62% of the average weekly value of the Fund’s Managed Assets (0.85% of the Fund’s net assets, assuming leverage of approximately 26.73% of the Fund’s Managed Assets). Because the management fee is calculated on the basis of Managed Assets, which includes assets attributable to leverage, the fee paid to the Investment Advisor would be higher if the Fund used leverage.
A discussion regarding the basis for the approval of the Investment Management Agreement by the Board is available in the Fund’s Annual Report to shareholders for the period ended October 31, 2018.
The Fund also is a party to certain other service agreements. The Fund is a party to a Transfer Agency and Service Agreement with Computershare Trust Company, N.A. (“Computershare”). The Fund pays Computershare a monthly fee plus out-of-pocket expenses for the services it provides as transfer, shareholder services and dividend disbursing agent for the Fund.
State Street and Trust Company (“State Street”) serves as custodian for the Fund’s portfolio securities pursuant to a Master Custodian Agreement (“Custodian Agreement”) entered into with the Fund. Under the Custodian Agreement, the Fund is obligated to pay State Street reasonable compensation for its services and expenses as agreed upon from time to time between the Fund and State Street.
The amounts paid by the Fund under these service agreements are disclosed in the Fund’s financial statements, which can be found in the Fund’s annual and semi-annual reports.
12. Certain Information about the Fund.
The Fund was organized as a Delaware statutory trust on October 26, 2006 pursuant to its Agreement and Declaration of Trust, as subsequently amended, is governed by the laws of the State of Delaware, and commenced operations on December 27, 2006. The Fund is registered under the 1940 Act as a diversified, closed-end management investment company. The Fund was known as BlackRock Preferred and Equity Trust prior to November 15, 2006, BlackRock Preferred and Equity Advantage Trust prior to November 13, 2009 and BlackRock Credit Allocation Income Trust IV prior to February 11, 2013. The Fund’s principal office is located at 100 Bellevue Parkway, Wilmington, Delaware 19809, and its telephone number is (800) 882-0052. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a shareholder.
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The Fund’s investment objective is to provide current income, current gains and capital appreciation. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in credit-related securities, including, but not limited to, investment grade corporate bonds, high yield bonds (commonly referred to as “junk” bonds), bank loans, preferred securities or convertible bonds or derivatives with economic characteristics similar to these credit-related securities. The Fund may invest directly in such securities or synthetically through the use of derivatives. The Fund’s investment objective is a fundamental policy and may not be changed without the approval of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). There can be no assurance that the investment objective of the Fund will be realized.
BlackRock Advisors, LLC acts as the investment adviser for the Fund. The Investment Advisor is responsible for the management of the Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operation of the Fund. The Investment Advisor, located at 100 Bellevue Parkway, Wilmington, Delaware 19809, is a wholly-owned subsidiary of BlackRock, Inc.
The Fund has filed with the Commission a Schedule TO, which provides additional information relating to the Offer. You may inspect and obtain a copy of Schedule TO by visiting the EDGAR database on the Commission’s website (http://www.sec.gov). Copies of the Schedule TO can be obtained, for a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
14. Certain U.S. Federal Income Tax Consequences.
The following discussion is a general summary of certain U.S. federal income tax consequences of a participating shareholder’s sale of Shares pursuant to the Offer. This discussion is based on current U.S. federal income tax law, including the Code, existing and proposed Treasury regulations, administrative pronouncements and judicial decisions, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not apply to a shareholder that is a member of a class of holders subject to special rules (such as a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, a bank, a life insurance company, a tax-exempt organization, a person that owns Shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle, a partnership or other pass-through entity for U.S. federal income tax purposes or a U.S. Shareholder (as such term is defined in Section 5, “Procedures for Tendering Shares for Purchase—U.S. Federal Income Tax Withholding” above) whose functional currency for tax purposes is not the U.S. dollar). This summary assumes that the Fund is and will remain a RIC for U.S. federal income tax purposes for the taxable year that includes the purchase of Shares pursuant to the Offer. No ruling has been or will be sought from the Internal Revenue Service (“IRS”) regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. Shareholders must consult their own tax advisers with respect to the tax consequences of a sale of Shares pursuant to the Offer, including potential tax consequences in jurisdictions where the shareholder is a citizen, resident or domiciliary.
A. Consequences to U.S. Shareholders of Participating in the Offer.
In General. A shareholder’s tender of all or a part of its Shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. The tax consequences of the sale will be determined in part under the stock redemption rules of Section 302 of the Code. The amount and characterization of income recognized by a shareholder in connection with a sale pursuant to the Offer will depend on whether the sale is treated as an “exchange” or a “dividend” for tax purposes.
Treatment as an Exchange. If the redemption qualifies under any of the provisions of Section 302(b) of the Code, as more fully described below, the cash received pursuant to the Offer will be treated as received in
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exchange for the Shares sold. The treatment accorded to such an exchange results in a shareholder’s recognizing gain or loss equal to the difference between (a) the cash received by the shareholder pursuant to the Offer and (b) the shareholder’s adjusted tax basis in the Shares surrendered. Assuming the Shares are held as capital assets, such recognized gain or loss will be capital gain or loss. If the Shares were held longer than one year, such capital gain or loss will be long-term. If the Shares were held for one year or less, such capital gain or loss will be short-term. However, any loss upon an exchange of Shares held for six months or less generally will be treated as a long-term capital loss to the extent of distributions received or deemed received from the Fund that were treated as long-term capital gain. In addition, under certain “wash sales” rules, recognition of a loss on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a shareholder acquires Shares within 30 days before or after the date Shares are purchased pursuant to the Offer and, in that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss. The deductibility of capital losses is subject to a number of limitations under the Code.
Treatment as a Dividend. If none of the provisions under Section 302(b) of the Code outlined below are satisfied, a shareholder will be treated as having received a distribution on its Shares. Any such distribution will be treated as taxable dividend income in an amount equal to the entire amount of cash received by the shareholder for its Shares pursuant to the Offer to the extent the Fund has current or accumulated earnings and profits. Any amounts treated as distributions to shareholders in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital to such shareholders to the extent of their basis in their Shares (reducing that basis accordingly) and then as capital gain (which will be long-term or short-term depending on such shareholder’s applicable holding period for the Shares tendered).
Accordingly, the difference between “dividend” and “sale or exchange” treatment is important with respect to the amount (there is no basis offset for dividends) and character of income that tendering shareholders are deemed to receive. While the marginal tax rates for dividends and capital gains remains the same for corporate shareholders, under the Code the top income tax rate on ordinary dividend income and short-term capital gains of individuals generally exceeds the maximum tax rate on long-term capital gains.
Each shareholder’s tax adviser should determine whether that shareholder qualifies under one of the provisions of Section 302(b) of the Code. In the event that the transaction is treated as a dividend distribution to a shareholder for federal income tax purposes, such shareholder’s remaining tax basis in the Shares actually redeemed will be added to the tax basis of such shareholder’s remaining Shares in the Fund. In the event that a shareholder actually owns no Shares in the Fund after the redemption, but the transaction is nevertheless treated as a dividend distribution because such shareholder constructively owns Shares in the Fund (see below), such shareholder’s tax basis may, under certain circumstances, be added to Shares in the Fund owned by related persons that were considered constructively owned by such shareholder, or may be lost entirely. With respect to a purchase of Shares that is treated as a distribution but that is not otherwise taxable as a dividend because it exceeds the Fund’s earnings and profits, the method by which a U.S. holder must reduce its basis is uncertain in situations where the holder owns different blocks of stock that were acquired at different prices and thus have different bases. Each shareholder should consult its tax adviser with respect to the particular U.S. federal income tax consequences to such shareholder of participating in the Offer.
Constructive Ownership of Shares. In determining whether the provisions under Section 302(b) of the Code, as described below, are satisfied, a shareholder must take into account not only Shares actually owned by such shareholder, but also Shares that are constructively owned within the meaning of Section 318 of the Code. Under Section 318 of the Code, a shareholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which the shareholder or a related individual or entity has an interest. The rules of constructive ownership are complex and must be applied to a particular shareholder’s situation by a tax adviser.
The Provisions of Section 302(b) of the Code. Under Section 302(b) of the Code, a redemption will be taxed as an exchange, and not as a dividend, if it (a) results in a “complete redemption” of all the Shares owned by a
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shareholder, (b) is “substantially disproportionate” with respect to a shareholder, or (c) is “not essentially equivalent to a dividend” with respect to a shareholder. Each shareholder should be aware that, under certain circumstances, sales, purchases, or transfers of Shares in the market or to or from other parties contemporaneous with sales pursuant to the Offer may be taken into account in determining whether the tests under clause (a), (b), or (c) above are satisfied. Further, the Fund believes that in the event the Offer is oversubscribed, resulting in a proration, it is likely that less than all the Shares tendered by a shareholder will be purchased by the Fund. Proration may affect whether a sale by a shareholder will satisfy the provisions (a), (b), or (c) above.
A brief description of the three major applicable provisions of Section 302(b) of the Code is as follows:
| 1. | A Complete Redemption of Interest. The receipt of cash by a shareholder will result in a “complete redemption” of all the Shares owned by the shareholder within the meaning of Section 302(b)(3) of the Code if either (i) all the Shares actually and constructively owned by the shareholder are sold pursuant to the Offer or (ii) all the Shares actually owned by the shareholder are sold pursuant to the Offer, the only Shares the shareholder constructively owns are actually owned by such shareholder’s family members, and the shareholder is eligible to waive and effectively waives, under procedures described in Section 302(c) of the Code, such constructive ownership. Shareholders wishing to satisfy the “complete termination” test through waiver of the constructive ownership rules should consult their tax advisors. |
| 2. | A Substantially Disproportionate Redemption. The receipt of cash by a shareholder will be “substantially disproportionate” with respect to such shareholder within the meaning of Section 302(b)(2) of the Code if (i) the percentage of the total outstanding Shares actually and constructively owned by the shareholder immediately following the sale of Shares pursuant to the Offer is less than 80 percent of the percentage of the total outstanding Shares actually and constructively owned by such shareholder immediately before such sale, and (ii) immediately following the exchange, the shareholder actually and constructively owns less than 50% of the total combined voting power of all classes of voting shares of the Fund. |
| 3. | Not Essentially Equivalent to a Dividend. Even if a sale by a shareholder fails to meet the “complete redemption” or “substantially disproportionate” tests, a shareholder may nevertheless meet the “not essentially equivalent to a dividend” test. Whether a specific redemption is “not essentially equivalent to a dividend” depends on the individual shareholder’s facts and circumstances. In any event, the redemption must result in a “meaningful reduction” of the shareholder’s proportionate interest in the Fund. The IRS has indicated in a published ruling that, in the case of a minority shareholder in a publicly held corporation whose relative stock investment in the corporation was minimal and who exercised no control over corporate affairs, a small reduction in the percentage ownership interest of such shareholder in such corporation was sufficient to constitute a “meaningful reduction.” Shareholders seeking to rely on this test should consult their own tax advisers as to the application of this particular standard to their own situations. |
Backup Withholding. The Depositary may be required to withhold 24% of the gross proceeds paid to a shareholder or other payee pursuant to the Offer unless either: (a) the shareholder has completed and submitted to the Depositary an IRS Form W-9 (including the Substitute IRS Form W-9, if one is included with the Letter of Transmittal) providing the shareholder’s taxpayer identification number/social security number and certifying under penalties of perjury: (i) that such number is correct, (ii) either that (A) the shareholder is exempt from backup withholding, (B) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (C) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding, (iii) the shareholder is a U.S. citizen or other U.S. person (as defined in IRS Form W-9), and (iv) the FATCA code(s) entered on the form (if any) indicating that the shareholder is exempt from FATCA reporting is correct; or (b) an exception applies under applicable law and Treasury regulations.
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Medicare Tax. Certain U.S. Shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on all or a portion of their “net investment income,” which generally includes capital gains or dividends recognized upon a sale of Shares pursuant to the Offer.
B. Consequences to Non-U.S. Shareholders of the Fund’s Purchase of Shares Pursuant to the Offer
U.S. Withholding at the Source. Since the Fund cannot determine whether a payment made pursuant to the Offer should be characterized for any particular shareholder as an “exchange” or a “dividend” for tax purposes at the time of the payment, we or the applicable withholding agent may treat any payments to a tendering shareholder that is a Non-U.S. Shareholder and that does not hold its Shares in connection with a trade or business conducted in the United States (and, if required by an applicable income tax treaty, a U.S. permanent establishment) as a dividend for U.S. federal income tax purposes that is subject to U.S. withholding tax at the rate of 30% (or lower rate provided by an applicable treaty). This U.S. withholding tax will apply even if the Non-U.S. Shareholder has provided the required certification to avoid backup withholding. In order to obtain a reduced rate of withholding under an applicable tax treaty, a Non-U.S. Shareholder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN or W-8BEN-E. In order to obtain an exemption from withholding on the grounds that the Non-U.S. Shareholder holds its Shares in connection with a trade or business conducted in the United States, the Non-U.S. Shareholder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI. Such forms (and additional IRS forms) may be obtained from the Information Agent or the IRS at www.irs.gov.
A tendering Non-U.S. Shareholder who realizes a capital gain on a tender of Shares will generally not be subject to U.S. federal income tax on such gain, unless (i) the gain is effectively connected with the Non-US. Shareholder’s conduct of a U.S. trade or business (and, if required under an applicable income tax treaty, is attributable to a U.S. permanent establishment) or (ii) the Non-U.S. Shareholder is an individual who is physically present in the United States for 183 days or more during the tax year and certain other conditions are satisfied. A tendering Non-U.S. Shareholder who realizes a capital gain may be eligible to claim a refund of any withheld tax by filing a U.S. tax return and demonstrating that it satisfies one of the provisions of Section 302 described above or is otherwise able to establish that no withholding or a reduced amount of withholding is due. Dividend income or capital gains that are effectively connected with a U.S. trade or business (and, if required under an applicable income tax treaty, are attributable to a U.S. permanent establishment) will generally be taxed on a net income basis at the same rates applicable to U.S. persons (and, in the case of a Non-U.S. Shareholder that is a corporation, may be subject to an additional branch profits tax at the rate of 30% (or lower rate provided by an applicable treaty)). Different rules may also apply in the case of certain Non-U.S. Shareholders that are subject to special rules, including former citizens or residents of the United States and “controlled foreign corporations.” Non-U.S. Shareholders are advised to consult their own tax advisers.
Backup Withholding and Certification Rules. Non-U.S. Shareholders have special U.S. tax certification requirements to avoid backup withholding at a rate of 24%, and if applicable, to obtain the benefit of any income tax treaty between the Non-U.S. Shareholder’s country of residence and the United States. To claim these tax benefits, the non-U.S. Shareholder must provide the Depositary with a properly completed IRS Form W-8BEN or W-8BEN-E (or other IRS Form W-8, where applicable, or their substitute forms) to establish his or her status as a Non-U.S. Shareholder, to claim beneficial ownership over Shares, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding.
FATCA Withholding. Under legislation known as the Foreign Account Tax Compliance Act (“FATCA”), withholding will generally be required at a rate of 30% on amounts treated as dividends in respect of the Fund’s shares held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained by, the institution to the extent such shares or accounts are held by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain
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payments. Accordingly, the entity through which the Shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of the Share held by an investor that is a non-financial non-U.S. entity will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which the Fund or other applicable withholding agent will in turn be required to provide to the Secretary of the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Certifications as to FATCA status are required to be made by Non-U.S. Shareholders on an applicable Form W-8. Non-U.S. Shareholders are encouraged to consult with their tax advisers regarding the possible implications of these rules on their participation in the Offer.
Non-U.S. Shareholders are urged to consult their own tax advisers regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.
The U.S. federal income tax discussion set forth above is a summary included for general information purposes only. In view of the individual nature of tax consequences, each shareholder is advised to consult its own tax adviser with respect to the specific tax consequences to it of the Offer, including the effect and applicability of state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.
15. Certain Legal and Regulatory Matters.
The Fund is not aware of any approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares purchased pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not have a material adverse effect on the Fund. The Fund’s obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 4, “Certain Conditions of the Offer.”
16. Amendments; Extensions of Purchase Period; Termination.
Subject to the applicable rules and regulations of the Commission, the Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in Section 4, and thereby delay acceptance for payment of, and payment for, any Shares, by giving oral or written notice of such extension to the Depositary and by making a public announcement thereto. There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering shareholder to withdraw such shareholder’s Shares. See Section 6, “Withdrawal Rights.”
Subject to the applicable rules and regulations of the Commission, the Fund also expressly reserves the right, in its sole discretion, at any time and from time to time, to: (a) terminate the Offer and not accept for payment (or pay for) any Shares if any of the conditions referred to in Section 4 has not been satisfied or upon the occurrence and during the continuance of any of the events specified in Section 5; and (b) waive any condition or amend the Offer in any respect, in each case by giving oral or written notice of termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Fund acknowledges that Rule 14e-1(c) under the Exchange Act requires the Fund to pay the consideration offered or return the Shares tendered for purchase promptly after the termination or withdrawal of the Offer, and that the Fund may not delay
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acceptance or payment for any Shares upon the occurrence of any of the conditions specified in Section 6 without extending the period during which the Offer is open.
Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which the Fund may choose to make any public announcement, except as provided by applicable law (including Rules 13e-4(c), 13e-4(e) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of Shares), the Fund will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release and filing such release with the Commission.
If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, the Fund will disseminate additional Offer materials and extend the Offer to the extent required by Rules 13e-4(e) and 13e-4(f) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the materiality of the changes. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought, a minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of such change to shareholders. Accordingly, if, for example, prior to the Expiration Date, the Fund decreased the number of Shares being sought, increased the consideration offered pursuant to the Offer or added a dealer’s soliciting fee, and if the Offer were scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase, decrease or addition is first published, sent or given to shareholders, the Offer would be extended until at least the expiration of such ten business day period. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through midnight Eastern time.
The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to the Offer. The Fund will reimburse these firms for customary handling and mailing expenses incurred in forwarding the Offer. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the Depositary for purposes of the Offer.
The Fund has retained Georgeson LLC to act as the Information Agent and Computershare to act as the Depositary. The Fund will pay the Information Agent and the Depositary reasonable and customary compensation for their services and will also reimburse them for certain out-of-pocket expenses and indemnify them against certain liabilities.
The Offer is not being made to, nor will the Fund accept tenders from, or on behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of shareholders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund’s behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.
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The Letter of Transmittal and Share certificates and any other required documentation should be sent or delivered by each shareholder or the shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below.
The Depositary for the Offer is:
Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A.
| By First Class Mail:
|
By Registered, Certified or Express Mail
| |
| Computershare Trust Company, N.A. Attn: Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company, N.A. Attn: Voluntary Corporate Actions 150 Royall Street Canton, MA 02021 |
Any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal and other documents may be directed to the Information Agent at its telephone number and location listed below.
The Information Agent for the Offer is:
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
(877) 278-9670 (Toll Free)
BLACKROCK CREDIT ALLOCATION INCOME TRUST
January 2, 2020
OTP_BTZ_0120
(a)(1)(ii)
Letter of Transmittal
Regarding Common Shares of Beneficial Interest of
BlackRock Credit Allocation Income Trust
Tendered Pursuant to the Offer to Purchase Dated January 2, 2020
|
ALL TENDER REQUESTS MUST BE RECEIVED IN PROPER FORM ON OR |
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BEFORE 5:00 P.M., EASTERN TIME, ON FEBRUARY 3, 2020.
|
The Depositary Agent for the Offer is:
Computershare Trust Company
| By Mail: | By Overnight Courier: | |
| Computershare Trust Company, N.A. | Computershare Trust Company, N.A. | |
| Voluntary Corporate Actions | Voluntary Corporate Actions | |
| P.O. Box 43011 | 150 Royall Street | |
| Providence, RI 02940-3011 | Canton, MA 02021 |
|
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Shareholder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s) or Direct Registration System statement)
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Share Certificate(s) and Share(s) Tendered (Attach additional list, if necessary)
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Share Certificate Number(s) |
Total Number of Shares Evidenced By Share Certificate(s)
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Number of Shares Tendered* | ||||
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Total Shares
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* Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate (as defined below), if applicable, delivered to the Depositary Agent are being tendered hereby. See Instruction 4.
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This Letter of Transmittal is to be completed by shareholders of BlackRock Credit Allocation Income Trust (the “Purchaser”) if certificates representing Shares (as defined below) are to be forwarded herewith.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
Voluntary Corporate Action — COY: BTZ
Ladies and Gentlemen:
The undersigned hereby tenders the above-described common shares of beneficial interest (“Shares”) of BlackRock Credit Allocation Income Trust for purchase by the Purchaser at a price equal to 98% of the net asset value (“NAV”) per Share as determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”), the principal market in which the Shares are traded, on the day the Offer (as defined below) expires, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 2, 2020 and in this Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and subject to, and effective upon, acceptance for payment of Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares that are declared, paid or distributed in respect of a record date on or after the Expiration Date (as defined in Section 1 of the Offer to Purchase) (collectively, “Distributions”) and irrevocably appoints Computershare Trust Company (the “Depositary Agent”) the true and lawful agent of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates representing such Shares (and all Distributions) (“Share Certificates”), if applicable, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and all Distributions) for transfer on the books of the Purchaser and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the Purchaser as the attorney and proxy of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in its sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all Shares tendered hereby which have been accepted for payment by the Purchaser prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of shareholders of the Purchaser (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by the Purchaser in accordance with the other terms of the Offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such Shares (and all Shares and other securities issued as Distributions in respect of such Shares), and no subsequent proxies, powers of attorney, consents or revocations may be given by the undersigned with respect thereto (and if given will not be deemed effective). The undersigned understands that, in order for Shares (and Distributions) to be deemed validly tendered, immediately upon the Purchaser’s acceptance of such Shares for payment, the Purchaser must be able to exercise full voting and other rights with respect to such Shares (and any and all Distributions), including, without limitation, voting at any meeting of the Purchaser’s shareholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby and all Distributions, that when such Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary Agent or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary Agent for the account of the Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of Shares tendered hereby, or deduct from such purchase price, the amount or value of such Distribution as determined by the Purchaser in its sole discretion.
Voluntary Corporate Action — COY: BTZ
- 2 -
No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. The Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms or conditions of any such extension or amendment).
Unless otherwise indicated below in the box entitled “Special Payment Instructions,” the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a Direct Registration System (“DRS”) statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment, be issued in the name(s) of the registered shareholder(s) appearing above under “Description of Shares Tendered”. Similarly, unless otherwise indicated below in the box entitled “Special Delivery Instructions,” the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a DRS statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment, be mailed to the address of the registered shareholder(s) appearing above under “Description of Shares Tendered.”
In the event that the boxes below entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, the undersigned is requesting that the check for the purchase price of all Shares purchased from the undersigned pursuant to the Offer and, if applicable, a DRS statement, evidencing Shares held for the undersigned in an electronic book-entry account maintained by the Depositary Agent, representing the number of Shares not tendered or not accepted for payment be issued and mailed to the person(s) so indicated. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions or the Special Delivery Instructions, to make any payment or to transfer any Shares from the name of the registered shareholder(s) thereof if the Purchaser does not accept for payment any Shares tendered by the undersigned pursuant to the Offer. If Shares are held in book-entry form only, the Shares purchased will be debited from the book-entry account of the undersigned.
Voluntary Corporate Action — COY: BTZ
- 3 -
IMPORTANT
SHAREHOLDERS,
SIGN HERE:
(Please Also Complete Enclosed Form W-9)
| Signature(s) of Shareholder(s) |
Dated: , 20__.
(Must be signed by registered shareholder(s) exactly as name(s) appear(s) on Share Certificates, Direct Registration System statement or on a security position listing by person(s) authorized to become registered shareholder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)
| Name(s): |
| Please Print | ||
| Capacity (full title): |
|
Address: |
| Include Zip Code | ||
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Daytime Area Code and Telephone No.: |
||
|
Taxpayer Identification or |
| Social Security No.: |
| (Also Complete Enclosed Form W-9) |
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
Voluntary Corporate Action — COY: BTZ
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an “Eligible Institution”) unless (i) this Letter of Transmittal is signed by the registered shareholder(s) of Shares tendered hereby and such shareholder(s) has (have) not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” in this Letter of Transmittal or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used only if Shares being tendered are to be forwarded herewith or if Shares being tendered are held in book-entry form on the books of the Depositary Agent. Share Certificates evidencing all physically tendered Shares, as well as a properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Depositary Agent at one of its addresses set forth below prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). If Share Certificates are forwarded to the Depositary Agent in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. If Shares are held in book-entry form, please indicate the number of Shares being tendered in the box titled “Number of Shares Tendered” on this Letter of Transmittal.
The method of delivery of this Letter of Transmittal, Shares and all other required documents is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the Depositary Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal, all tendering shareholders waive any right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided under “Description of Shares Tendered” is inadequate, the Share Certificate numbers (if applicable), the number of Shares evidenced by such Share Certificates (if applicable) and the number of Shares tendered should be listed on a separate signed schedule and attached hereto.
4. Partial Tenders. If fewer than all Shares evidenced by any Share Certificate delivered to the Depositary Agent herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In such cases, a DRS statement evidencing the remainder of Shares that were evidenced by the Share Certificates delivered to the Depositary Agent herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions,” as soon as practicable after the Expiration Date or the termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary Agent will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered shareholder(s) of Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates or DRS statement, evidencing such Shares without alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.
If any Shares tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.
Voluntary Corporate Action — COY: BTZ
If this Letter of Transmittal is signed by the registered shareholder(s) of Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required, unless payment is to be made to, or DRS statements evidencing Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered shareholder(s). If this Letter of Transmittal is signed by a person other than the registered shareholder(s) of the Shares tendered, the Share(s) tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered shareholder(s) appear(s) on the Share Certificate(s) or DRS statement. Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser, in its sole discretion, of such person’s authority so to act must be submitted.
6. Stock Transfer Taxes. Stock transfer taxes may be applicable under certain circumstances. You should consult your own tax advisor for a complete description of the tax consequences to you of any sale of transfer of Shares pursuant to the Offer.
7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued in the name of, and/or DRS statements evidencing Shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, a person other than the person(s) signing this Letter of Transmittal or if such check or any such DRS statements are to be sent to a person other than the signer of this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description of Shares Tendered,” the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” herein, as appropriate, must be completed.
8. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at the telephone number set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal, and the Guidelines for Certification of Taxpayer Identification Number on Form W-9 may be obtained from the Information Agent.
9. Important Tax Information. Under Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required by law to provide the Depositary Agent (as payer) with the shareholder’s correct taxpayer identification number, which is accomplished by completing and signing the enclosed Form W-9.
10. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate representing Shares has been mutilated, lost, stolen or destroyed, the shareholder should promptly call the Depositary at (781) 575-2879 or (800) 699-1236. The shareholder will then be instructed by the Depositary as to the steps that must be taken to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.
Voluntary Corporate Action — COY: BTZ
This Letter of Transmittal and, if applicable, Share Certificates and any other required documents should be sent or delivered by each shareholder or such shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary Agent at one of its addresses set forth below:
The Depositary Agent for the Offer is:
| By Mail: | By Overnight Courier: | |
| Computershare Trust Company, N.A. | Computershare Trust Company, N.A. | |
| Voluntary Corporate Actions | Voluntary Corporate Actions | |
| P.O. Box 43011 | 150 Royall Street | |
| Providence, RI 02940-3011 | Canton, MA 02021 | |
Questions or requests for assistance may be directed to the
Information Agent at its telephone number listed below.
Additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent.
A shareholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.
The Information Agent for the Offer is:
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
(877) 278-9670 (Toll Free)
LOT–BTZ–2020
Voluntary Corporate Action — COY: BTZ
Form W-9(Rev. October 2018)Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type.See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.2 Business name/disregarded entity name, if different from above3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.☐ Individual/sole proprietor or ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate single-member LLC☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any) Exemption from FATCA reporting code(if any) (Applies to accounts maintained outside the U.S.)5 Address (number, street, and apt. or suite no.) See instructions.Requester’s name and address (optional)6 City, state, and ZIP code7 List account number(s) here (optional)Part ITaxpayer Identification Number (TIN)Social security number–– Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number ToGive the Requester for guidelines on whose number to enter. orEmployer identification number – Part II CertificationUnder penalties of perjury, I certify that:1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and3. I am a U.S. citizen or other U.S. person (defined below); and4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. SignHere Signature ofU.S. person Date General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.• Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds)• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)• Form 1099-S (proceeds from real estate transactions)• Form 1099-K (merchant card and third party network transactions)• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)• Form 1099-C (canceled debt)• Form 1099-A (acquisition or abandonment of secured property)Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later
By signing the filled-out form, you:1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.Definition of a U.S. person. For federal tax purposes, you are considered aU.S. person if you are:• An individual who is a U.S. citizen or U.S. resident alien;• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;• An estate (other than a foreign estate); or• A domestic trust (as defined in Regulations section 301.7701-7).Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.2. The treaty article addressing the income.3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.4. The type and amount of income that qualifies for the exemption from tax.5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.Backup WithholdingWhat is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.Payments you receive will be subject to backup withholding if:1. You do not furnish your TIN to the requester,2. You do not certify your TIN when required (see the instructions for PartII for details),3. The IRS tells the requester that you furnished an incorrect TIN,4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.Also see Special rules for partnerships, earlier.What is FATCA Reporting?The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.Updating Your InformationYou must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example,you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.Specific Instructions Line 1You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal taxpurposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/ disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of aForm W-9. This is the case even if the foreign person has a U.S. TIN.Line 2If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.Line 3Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for .. . .• Corporation Corporation• Individual• Sole proprietorship, or• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC• LLC treated as a partnership forU.S. federal tax purposes,• LLC that has filed Form 8832 or2553 to be taxed as a corporation, or• LLC that is disregarded as anentity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation;or S= S corporation)• Partnership Partnership• Trust/estate Trust/estateLine 4, ExemptionsIf you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.Exempt payee code.• Generally, individuals (including sole proprietors) are not exempt from backup withholding.• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)2 – The United States or any of its agencies or instrumentalities3 – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities5 – A corporation6 – A dealer in securities or commodities required to register in the UnitedStates, the District of Columbia, or a U.S. commonwealth or possession7 – A futures commission merchant registered with the Commodity FuturesTrading Commission8 – A real estate investment trust9 – An entity registered at all times during the tax year under the InvestmentCompany Act of 194010 – A common trust fund operated by a bank under section 584(a)11 – A financial institution12 – A middleman known in the investment community as a nominee or custodian13 – A trust exempt from tax under section 664 or described in section 4947
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.IF the payment is for . . . THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.Barter exchange transactions and patronage dividends Exempt payees 1 through 4Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees1 through 52Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 41 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)B – The United States or any of its agencies or instrumentalitiesC – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalitiesD – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section1.1472-1(c)(1)(i)E – A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any stateG – A real estate investment trustH – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940I – A common trust fund as defined in section 584(a) J – A bank as defined in section 581K – A brokerL – A trust exempt from tax under section 664 or described in section4947(a)(1)M – A tax exempt trust under a section 403(b) plan or section 457(g) planNote: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.Line 5Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.Line 6Enter your city, state, and ZIP code.Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRSindividual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.If you are a sole proprietor and you have an EIN, you may enter either yourSSN or EIN.If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application forIRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/ Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally youwill have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on allsuch payments until you provide your TIN to the requester.Note: Entering “Applied For” means that you have already applied for a TINor that you intend to apply for one soon.Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.Signature requirements. Complete the certification as indicated in items 1 through 5 below.1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. Youmust sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.4. Other payments. You must give your correct TIN, but you do not haveto sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (otherthan bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions,
payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not haveto sign the certification.What Name and Number To Give the RequesterFor this type of account: Give name and SSN of:1. Individual2. Two or more individuals (joint account) other than an account maintained by an FFI3. Two or more U.S. persons (joint account maintained by an FFI)4. Custodial account of a minor (UniformGift to Minors Act)5. a. The usual revocable savings trust(grantor is also trustee)b. So-called trust account that is not a legal or valid trust under state law6. Sole proprietorship or disregarded entity owned by an individual7. Grantor trust filing under Optional Form1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A)) The individualThe actual owner of the account or, if combined funds, the first individual on the account1Each holder of the accountThe minor2The grantor-trustee1The actual owner1The owner3The grantor*For this type of account: Give name and EIN of:8. Disregarded entity not owned by an individual9. A valid trust, estate, or pension trust10. Corporation or LLC electing corporate status on Form 8832 or Form 255311. Association, club, religious, charitable, educational, or other tax-exempt organization12. Partnership or multi-member LLC13. A broker or registered nominee14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments15. Grantor trust filing under the Form 1041Filing Method or the Optional Form 1099Filing Method 2 (see Regulations section1.671-4(b)(2)(i)(B)) The ownerLegal entity4The corporationThe organizationThe partnershipThe broker or nomineeThe public entityThe trust1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.2 Circle the minor’s name and furnish the minor’s SSN.3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.*Note: The grantor also must provide a Form W-9 to trustee of trust.Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.Secure Your Tax Records From Identity TheftIdentity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.To reduce your risk:● Protect your SSN,● Ensure your employer is protecting your SSN, and● Be careful when choosing a tax preparer.If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at1-800-908-4490 or submit Form 14039.For more information, see Pub. 5027, Identity Theft Information forTaxpayers.Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report themat www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
(a)(5)(ii)
Contact:
1-800-882-0052
BlackRock Credit Allocation Income Trust
Announces Commencement of Tender Offer
New York, January 2, 2020 – BlackRock Credit Allocation Income Trust (the “Fund”) (NYSE: BTZ. CUSIP: 092508100) announced that it has today commenced a tender offer (the “Tender Offer”).
As previously announced, the Fund will purchase for cash up to 10% of its outstanding common shares of beneficial interest, at a price equal to 98% of the net asset value (“NAV”) per share as determined on the business day on which the Tender Offer expires. The Tender Offer will expire on February 3, 2020 at 5:00 p.m. Eastern time, unless otherwise extended.
The terms and conditions of the Tender Offer are set forth in the Fund’s Offer to Purchase and related Letter of Transmittal that have been filed with the Securities and Exchange Commission (the “SEC”).
Important Notice
This press release is for informational purposes only and shall not constitute an offer or a solicitation to buy any common shares. The offer to purchase Fund common shares is being made only pursuant to an offer on Schedule TO. COMMON SHAREHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE AND ANY SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Common shareholders may obtain a free copy of any of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Fund.
About BlackRock
BlackRock helps investors build better financial futures. As a fiduciary to investors and a leading provider of financial technology, our clients turn to us for the solutions they need when planning for their most important goals. As of September 30, 2019, the firm managed approximately $6.96 trillion in assets on behalf of investors worldwide. For additional information on BlackRock, please visit www.blackrock.com | Twitter: @blackrock | Blog: www.blackrockblog.com | LinkedIn: www.linkedin.com/company/blackrock
Availability of Fund Updates
BlackRock will update performance and certain other data for the BlackRock closed-end funds on a monthly basis on its website in the “Closed-end Funds” section of www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Fund. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this release.
1
Forward-Looking Statements
This press release, and other statements that BlackRock or the Fund may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Fund’s or BlackRock’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.
BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
With respect to the Fund, the following factors, among others, could cause actual events to differ materially from forward-looking statements or historical performance: (1) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for the Fund or in the Fund’s net asset value; (2) the relative and absolute investment performance of the Fund and its investments; (3) the impact of increased competition; (4) the unfavorable resolution of any legal proceedings; (5) the extent and timing of any distributions or share repurchases; (6) the impact, extent and timing of technological changes; (7) the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to the Fund or BlackRock, as applicable; (8) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (9) BlackRock’s ability to attract and retain highly talented professionals; (10) the impact of BlackRock electing to provide support to its products from time to time; and (11) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.
Annual and Semi-Annual Reports and other regulatory filings of the Fund with the SEC are accessible on the SEC’s website at www.sec.gov and on BlackRock’s website at www.blackrock.com, and may discuss these or other factors that affect the Fund. The information contained on BlackRock’s website is not a part of this press release.
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(d)(3)
THE BLACKROCK FUND COMPLEX
THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
(Effective as of January 1, 2019)
The purpose of the BlackRock Fund Complex Third Amended and Restated Deferred Compensation Plan (the “Plan”) is to provide eligible trustees of Participating Funds the opportunity to defer the receipt of all or a portion of the amounts payable to them as compensation for services rendered as members of the Board of the respective funds. The terms and conditions applicable to Deferred Compensation that is not Grandfathered Deferred Compensation shall be governed by the terms of Appendix A attached hereto.
| 1. | DEFINITIONS |
1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in the Plan shall have the following meanings:
The term “Administrator” shall mean BlackRock Advisors, LLC, in its capacity as the administrator of the Plan on behalf of the Participating Funds; provided, that, BlackRock Advisors, LLC may hire consultants or other third parties to provide administrative services in connection with the Plan.
The term “Advisor” shall mean BlackRock Advisors, LLC and its affiliates.
The term “Board” shall mean the Board of Trustees or Board of Directors of each respective Participating Fund.
The term “Deferral Share Account” shall mean a book entry account maintained to reflect the number and value of shares of Eligible Investments that the Administrator determines could have been purchased with an Eligible Trustee’s Deferred Compensation as provided in this Plan and any earnings thereon.
The term “Eligible Investment” shall mean a fund managed by the Advisor and designated by the Participating Funds from time to time as an investment medium in which such Trustee’s Deferred Compensation shall be deemed to be invested.
The term “Eligible Trustee” shall mean a member of the Board who is not an “interested person” of a Participating Fund or the Adviser, as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).
The term “Exchange” shall mean the principal stock exchange on which common shares of an Eligible Investment that is a closed-end fund trade.
The term “Fair Market Value” shall mean, with respect to a date, on a per share basis, (a) for an Eligible Investment that is a listed closed-end fund, the closing price of such Eligible Investment, as reported on the consolidated tape of the Exchange on such date or, if the Exchange is closed on such date, the next succeeding date on which it is open and (b) for an Eligible Investment that is an open-end fund, the net asset value as determined at the close of business on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern time) or, if the NYSE is closed, the next succeeding date on which it is open.
The term “Grandfather Deferred Compensation” shall mean all Deferred Compensation amounts which were earned and vested under the Plan as of December 31, 2004. For the avoidance of doubt, neither this amendment and restatement nor any prior amendments or restatements to the Plan are intended to constitute a “material modification” with respect to any amount of Grandfathered Deferred Compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended.
The term “Participating Funds” shall mean those registered management investment companies for which the Advisor serves or will serve in the future as investment manager, whether existing at the time of adoption of the Plan or established at a later date, designated by each respective Board as a fund from which compensation may be deferred by an Eligible Trustee. Participating Funds shall be listed on Schedule A to the Plan from time to time, provided that failure to list a Participating Fund on Schedule A shall not affect its status as a Participating Fund.
The term “Valuation Date” shall mean the last business day of each calendar quarter and any other day upon which the Participating Fund makes valuations of the Deferral Share Accounts.
1.2 Trustees and Directors. Where appearing in the Plan, “Trustee” shall also refer to “Director” and “Board of Trustees” shall also refer to “Board of Directors.”
1.3 Separate Plan for each Participating Fund. The Plan is drafted, and shall be construed, as a separate Plan between each Eligible Trustee and each Participating Fund.
| 2. | DEFERRALS |
2.1 Deferral Elections.
(a) An Eligible Trustee that elects to participate in the Plan (a “Participant”) may defer receipt of up to 50% of all annual compensation (including fees for attending meetings) earned by such Eligible Trustee for serving as a member of the Board or as a member of any committee (or subcommittee of such committee) of the
2
Board of which such Eligible Trustee from time to time may be a member (the “Deferred Compensation”). Expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees or other reimbursable expenses may not be deferred.
(b) Deferred Compensation shall be withheld from each payment of compensation by the Participating Fund to the Participant based upon the percentage amount elected by the Participant under Section 2.3 hereof and pursuant to the Participant’s Election Form.
2.2 Manner of Election.
(a) An Eligible Trustee shall elect to participate in the Plan and defer compensation by completing, signing and filing with the Participating Funds an election to defer in such written form as may be prescribed (the “Election”). The Election shall include:
(i) The percentage of compensation to be deferred;
(ii) The method of payment of Deferred Compensation (i.e., in a lump sum or the number of installments);
(iii) The time or times of payment of the Deferred Compensation; and
(iv) Any beneficiary(ies) designated by the Participant pursuant to Section 3.2 of the Plan.
(b) Each Participant’s receipt of compensation shall be deferred until the first to occur of any of the following events:
(i) The date which such Participant ceases to be a Trustee of the Participating Fund;
(ii) A date selected by such Participant as specified on the Participant’s Election;
(iii) A date on which some future event occurs which is not within the Participant’s control, as specified on the Participant’s Election;
(iv) Upon the death of the Participant;
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(v) In the sole discretion of the Participating Fund, upon disability or financial hardship of the Participant;
(vi) The effective date of the sale or liquidation of the Participating Fund or to comply with applicable law; or
(vii) Upon termination of the Plan in accordance with Section 4.5 hereof.
2.3 Period of Deferrals.
(a) Any Election by an Eligible Trustee pursuant to the Plan shall be irrevocable from and after the date on which such Election is filed with the Participating Fund and shall be effective to defer compensation of an Eligible Trustee as follows:
(i) As to any Eligible Trustee in office on the original effective date of the Plan (prior to any amendments or restatements) who files an Election no later than thirty (30) days after such effective date, such Election shall be effective to defer any compensation which is earned by the Eligible Trustee after the date of the filing of the Election, or such effective date of the Plan, if later;
(ii) As to any individual who becomes an Eligible Trustee after the original effective date of the Plan and who files an Election within thirty (30) days of becoming an Eligible Trustee, such Election shall be effective to defer any compensation which is earned by the Eligible Trustee after the date of the filing of the Election, or the effective date of the Plan, if later;
(iii) As to any other Eligible Trustee, the Election shall be effective to defer any compensation that is earned from and after the first day of the calendar year next succeeding the calendar year in which the Election is filed; and
(iv) Any Elections in effect on the date this Plan is amended and restated shall remain in effect so that a Participant need not execute new a Election.
(b) A Participant may revoke such Participant’s Election at any time by filing a written notice of termination with the Participating Fund. Any compensation earned by the Participant after receipt of the notice by the Participating Fund shall be paid currently and no longer deferred as provided in the Plan.
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(c) A Participant who has filed a notice to terminate deferral of compensation may thereafter again file a new Election pursuant to Section 2.2(a) hereof effective for any calendar year subsequent to the calendar year in which the new Election is filed.
2.4 Valuation of Deferral Share Account.
(a) Deferred Compensation will be deferred on the date it otherwise would have been paid to a Participant (the “Deferral Date”). Participating Funds from which Compensation will be deferred will establish a Deferral Share Account for each Participant that will be credited with all or a portion of the Participant’s Deferred Compensation from time to time in accordance with this Plan. The specific Participating Funds that maintain Deferral Share Accounts will be determined by the Administrator in its sole discretion. The amount initially credited to a Participant’s Deferral Share Account in connection with each Deferred Compensation amount shall be determined by reference to the number of whole shares of Eligible Investments that the Deferred Compensation could have purchased at the Fair Market Value per share of such Eligible Investments on a date on or about the Deferral Date (less any brokerage fees payable upon the acquisition of shares of such Eligible Investment in the open market). Deferred Compensation shall be credited to the Deferral Share Account as soon as reasonably practicable after the Deferral Date, as determined by the Administrator in its sole discretion. Deferred Compensation not credited to the Deferral Share Account on or about the Deferral Date (e.g., because the remaining amount is not sufficient to purchase an additional whole share of Eligible Investments or for any other reason) shall be credited to the Deferral Share Account as soon as reasonably practicable, as determined by the Administrator in its sole discretion (i.e., as soon as such amount, when taken together with other uncredited amounts, is sufficient to purchase a whole share of an Eligible Investment).
(b) On each Valuation Date, each Deferral Share Account will be credited or debited with the amount of gain or loss that would have been recognized had the Deferral Share Account been invested in the Eligible Investments. If applicable, each Deferral Share Account will be credited with the Fair Market Value of shares that would have been acquired through reinvestment of dividends and capital gains distributed as if the amount of Deferred Compensation represented by such Deferral Share Account had been invested and reinvested in shares of the Eligible Investments. Each Participating Fund shall, from time to time, further adjust the Participant’s Deferral Share Account to reflect the value which would have been earned as if the amount of Deferred Compensation credited to such Deferral Share Account had been invested and reinvested in shares of the Eligible Investments, as determined by the Administrator in its sole discretion in accordance with this Plan.
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(c) The Deferral Share Account shall be debited to reflect any distributions as of the date such distributions are made in accordance with Section 3 of the Plan.
2.5 Investment of Deferral Share Account.
(a) The Participating Funds shall from time to time designate one or more funds eligible for investment. A Participant’s deferred amounts shall be allocated among the Eligible Investments in accordance with the allocation percentages set forth on Schedule B to the Plan. If, as the result of the requirement that notional purchases of Eligible Investments be made in whole shares as set forth in Section 2.4 or for any other reason, not all of a Participant’s Deferred Compensation has been credited to the Deferral Share Account, the cash balance of such Deferred Compensation shall be held until the next Valuation Date on which the Administrator determines, in its sole discretion, that it is reasonably practicable to make a notional purchase (debiting the cash balance of the Participant’s Deferred Compensation) of one or more Eligible Investments.
(b) The Participating Funds may, from time to time, remove any fund from or add any fund to the list of Eligible Investments or amend the applicable allocation percentages set forth on Schedule B to the Plan. If the Participating Funds discontinue an Eligible Investment, the Administrator will redirect amounts deferred in the discontinued Eligible Investment to other Eligible Investments currently in effect.
| 3. | DISTRIBUTIONS FROM DEFERRAL SHARE ACCOUNT |
3.1 Distribution Election.
The aggregate value of a Participant’s Deferral Share Account and any Deferred Compensation held in cash and not yet credited to a Participant’s Deferral Share Account will be paid in a lump sum or in ten (10) or fewer annual installments, as specified in the Participant’s Election (or Elections). Distributions will be made as of the first business day of January of the calendar year following the calendar year in which the Participant ceases being a Trustee or on such other dates as the Participant may specify in such Election (or Elections), which shall not be earlier than six (6) months following the Election.
(a) If a Participant elects installment payments, the unpaid balance in the Participant’s Deferral Share Account shall continue to accrue earnings and dividend equivalents (as applicable), computed in accordance with the provisions of Section 2.4, and shall be prorated and paid over the installment period. The amount of the first payment shall be a fraction of the then Fair Market Value of such Participant’s Deferral Share Account, the numerator of which is one, and the denominator of which is
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the total number of installments; provided that cash not yet credited to a Participant’s Deferral Share Account, if any, will be added to such amount as a part of the first payment. The amount of each subsequent payment shall be a fraction of the then Fair Market Value of the Participant’s Deferral Share Account remaining after the prior payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid.
(b) All payments shall be in cash; provided, however, if a lump sum payment is elected, the Participant may elect to receive payment in full and fractional shares of the Eligible Investments at Fair Market Value at the time of payment of the amounts credited to the Participant’s Deferral Share Account; provided, further, that any Deferred Compensation held in cash will be distributed in cash. Any such election shall be filed in writing by the Participant with the Participating Fund at least ten (10) business days prior to the date which such payment is to be made.
(c) A Participant may at any time, and from time to time, change any distribution election applicable to such Participant’s Deferral Share Account, provided that no election to change the timing of any distribution shall be effective unless it is made in writing and received by the Participating Fund at least six (6) months prior to the earlier of (i) the time at which the Participant ceases to be a Trustee or (ii) the time such distribution shall commence.
3.2 Death Prior to Complete Distribution. In the event of a Participant’s death prior to distribution of all amounts in such Participant’s Deferral Share Account, notwithstanding any Election made by the Participant and notwithstanding any other provision set forth herein, the value of such Deferral Share Account plus any Deferred Compensation held in cash shall be paid in a lump sum in accordance with the provisions of the Plan as soon as reasonably possible to the Participant’s designated beneficiary(ies) (the “Beneficiary”) or, if such Beneficiary(ies) does not survive the Participant or no beneficiary is designated, to such Participant’s estate. Any Beneficiary(ies) so designated by a Participant may be changed at any time by notice in writing from such Participant to the Participating Fund. All payments under this Section 3.2 shall otherwise be paid in accordance with Section 3.1 hereof.
3.3 Payment in Discretion of Participating Funds.
Amounts deferred hereunder, based on the then adjusted value of the Participant’s Deferral Share Account as of the Valuation Date next following plus any Deferred Compensation held in cash, may become payable to the Participant in the discretion of the Participating Fund:
(a) Disability. If the Participating Fund finds on the basis of medical evidence satisfactory to it that the Participant is prevented from engaging in any
7
suitable gainful employment or occupation and that such disability will be permanent and continuous during the remainder of such Participant’s life, the Participating Fund shall distribute the amounts in the Participant’s Deferral Share Account plus any Deferred Compensation held in cash in a lump sum or in the number of installments previously selected by the Participant.
(b) Financial Hardship. If the Participant requests and if the Participant provides evidence of financial hardship, the Participating Fund may, in its sole and absolute discretion, permit a distribution of all or a portion of the Participant’s Deferral Share Account plus any Deferred Compensation held in cash prior to the date on which payments would have commenced under Section 3.1.
3.4 Acceleration of Payments.
(a) In the event of the liquidation, dissolution or winding up of a Participating Fund or the distribution of all or substantially all of a Participating Fund’s assets and property to its shareholders (for this purpose a sale, conveyance or transfer of a Participating Fund’s assets to a trust, partnership, association or another corporation in exchange for cash, shares or other securities with the transfer being made subject to, or with the assumption by the transferee of, the liabilities of such Participating Fund shall not be deemed a termination of such Participating Fund or such a distribution), the entire unpaid balance of the Participant’s Deferral Share Account plus any Deferred Compensation held in cash of such Participating Fund shall be paid in a lump sum as of the effective date thereof.
(b) The Participating Funds are empowered to accelerate the payment of deferred amounts to all Participants and Beneficiaries in the event that there is a change in law which would have the effect of adversely affecting such persons’ rights and benefits under the Plan if acceleration did not occur.
| 4. | MISCELLANEOUS |
4.1 Statements of Account.
The Participating Funds will furnish each Participant with a statement setting forth the value of such Participant’s Deferral Share Account plus any Deferred Compensation held in cash as of the end of each calendar year and all credits and debits of such Deferral Share Account or to any Deferred Compensation held in cash during such year. Such statements will be furnished no later than sixty (60) days after the end of each calendar year.
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4.2 Rights in Deferral Share Account.
Credits to the Deferral Share Accounts or to any Deferred Compensation held in cash shall (i) remain part of the general assets of the Participating Funds, (ii) at all times be the sole and absolute property of the Participating Funds and (iii) in no event be deemed to constitute a fund, trust or collateral security for the payment of the Deferred Compensation to which Participants are entitled. The right of the Participant or any Beneficiary or estate to receive future payment of Deferred Compensation under the provisions of the Plan shall be an unsecured claim against the general assets of the Participating Funds, if any, available at the time of payment. A Participating Fund shall not reserve or set aside funds for the payment of its obligations hereunder by any form of trust, escrow, or similar arrangement. The arrangement described in this Plan shall be “unfunded” for U.S. federal income tax purposes and for purposes of the Employee Retirement Security Income Act of 1974, as amended.
4.3 Non-Assignability.
The rights and benefits of Participants under the Plan and any other person or persons to whom payments may be made pursuant to the Plan shall not be subject to alienation, assignment, pledge, transfer or other disposition, except as otherwise provided by law.
4.4 Interpretation and Administration.
The Participating Funds shall have the general authority to interpret, construe and implement provisions of the Plan and to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as shall be from time to time, deemed advisable. Any determination by the Participating Funds shall be final and conclusive.
4.5 Amendment and Termination.
The Participating Funds may in their sole discretion amend or terminate the Plan at any time. No amendment or termination shall adversely affect any then existing deferred amounts or rights under the Plan. Upon termination of the Plan, the remaining balance of the Participant’s Deferral Share Account plus any Deferred Compensation held in cash shall be paid to the Participant (or to a beneficiary, as the case may be), in a lump sum as soon as practicable but no more than thirty (30) days following termination of the Plan.
4.6 Incapacity.
If the Participating Funds shall receive satisfactory evidence that the Participant or any Beneficiary entitled to receive any benefit under the Plan is, at the time
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when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Participant or Beneficiary and that no guardian, committee or other representative of the estate of the Participant or Beneficiary shall have been duly appointed, the Participating Funds may make payment of such benefit otherwise payable to the Participant or Beneficiary to such other person or institution and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.
4.7 Payments Due Missing Persons.
The Participating Funds shall make a reasonable effort to locate all persons entitled to benefits under the Plan. However, notwithstanding any provisions of the Plan to the contrary, if, after a period of five (5) years from the date such benefit shall be due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes operative, the Participating Funds shall send a certified letter to all such persons to their last known address advising them that their benefits under the Plan shall be suspended. Any such suspended amounts shall be held by the Participating Funds for a period of three (3) additional years (or a total of eight (8) years from the time the benefits first become payable) and thereafter, if unclaimed, such amounts shall be forfeited, subject to applicable laws in the jurisdiction in which the respective Participating Fund is organized.
4.8 Agents.
The Participating Funds may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as they deem necessary to perform their duties under the Plan. The Participating Funds shall bear the cost of such services and all other expenses incurred in connection with the administration of the Plan.
4.9 Governing Law.
All matters concerning the validity, construction and administration of the Plan shall be governed by the laws of the state in which the respective Participating Fund is organized.
4.10 Non-Guarantee of Status.
Nothing contained in the Plan shall be construed as a contract or guarantee of the right of the Participant to be, or remain as, a Trustee of any of the Participating Funds or to receive any, or any particular rate of, compensation from any of the Participating Funds.
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4.11 Counsel.
The Participating Funds may consult with legal counsel with respect to the meaning or construction of the Plan, their obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.
4.12 Entire Plan.
The Plan contains the entire understanding between the Participating Funds and the Participant with respect to the payment of non-qualified elective deferred compensation by the Participating Funds to the Participant.
4.13 Non-liability of Administrator and Participating Funds.
Interpretations of, and determinations (including factual determinations) related to, the Plan made by the Administrator or Participating Funds in good faith, including any determinations of the amounts of the Deferral Share Accounts, shall be conclusive and binding upon all parties; and the Administrator, the Participating Funds and their officers and Trustees shall not incur any liability to the Participant for any such interpretation or determination so made or for any other action taken by it in connection with the Plan in good faith.
4.14 Successors and Assigns.
The Plan shall be binding upon, and shall inure to the benefit of, the Participating Funds and their successors and assigns and to the Participants and their heirs, executors, administrators and personal representatives.
4.15 Severability.
In the event any one or more provisions of the Plan are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.
4.16 Rule 16b-3 Compliance.
It is the intention of the Participating Funds that all transactions under the Plan be exempt from liability imposed by Section 16(b) of the Securities Exchange Act of 1934, as amended. Therefore, if any transaction under the Plan is found not to be in compliance with Section 16(b), the provision of the Plan governing such transaction shall be deemed amended so that the transaction does so comply and is so exempt, to the extent permitted by law and deemed advisable by the Participating Fund, and in all events the Plan shall be construed in favor of its meeting the requirements of an exemption.
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IN WITNESS WHEREOF, each Participating Fund has caused this Plan to be executed by one of its duly authorized officers, as of this [ ] day of [November] 2018, to be effective as of January 1, 2019.
| By: |
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| Name: | ||
| Title: |
| Witness: |
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| Name: | ||
| Title: |
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SCHEDULE A
BLACKROCK FUND COMPLEX
THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
PARTICIPATING FUNDS
Each registered management investment company advised by BlackRock Advisors, LLC and governed by the Board is a Participating Fund except as set forth below:
None
SCHEDULE B
(Effective as of January 1, 2019)
ELIGIBLE INVESTMENTS
Equities (20% of Total; 10% to Each Eligible Investment)
| 1. | BlackRock Enhanced Equity Dividend Trust (NYSE: BDJ) |
| 2. | BlackRock Enhanced Capital and Income Fund, Inc. (NYSE: CII) |
Fixed Income (80% of Total; 16% to Each Eligible Investment)
| 1. | BlackRock Credit Allocation Income Trust (NYSE: BTZ) |
| 2. | BlackRock Limited Duration Income Trust (NYSE: BLW) |
| 3. | BlackRock Total Return Fund, a series of BlackRock Bond Fund, Inc. |
| 4. | BlackRock Strategic Income Opportunities Portfolio, a series of BlackRock Funds V |
| 5. | BlackRock High Yield Bond Portfolio, a series of BlackRock Funds V |
BLACKROCK FUND COMPLEX
THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
Deferral Election Form
This Deferral Election Form applies to any amounts deferred for the calendar year beginning January 1, 2019.
☐ The undersigned hereby elects to participate in the BlackRock Fund Complex Third Amended and Restated Deferred Compensation Plan (“Plan”) in accordance with the elections made in this Deferral Election Form (“Form”). I understand that the percentage of my compensation set forth below will be deferred under the Plan and “invested” in the funds that are Eligible Investments (as defined in the Plan) in accordance with the allocation percentages set forth on Schedule B to the Plan.
☐ I do not wish to participate in the Plan. (If you checked this box, please stop here.)
| 1. | Initial Enrollment in Deferred Compensation Plan |
| a. | Amount Deferred |
I hereby elect to defer up to % (not more than 50%) of the annual compensation I earn as a Director/Trustee of the Participating Funds (as defined in the Plan) in respect of the calendar year beginning January 1, 2019.
| b. | Time of Payment |
I hereby elect for amounts deferred pursuant to this Form, in respect of the calendar year beginning January 1, 2019, to be paid as follows:
☐ On the last business day in January of the calendar year following the calendar year in which I cease to be a Director/Trustee; or
☐ On the following other date:
| c. | Number of Payments |
I hereby elect to receive payment for amounts deferred pursuant to this Form, in respect of the calendar year beginning January 1, 2019:
☐ Entire amount in a lump sum; or
☐ In annual installments (not to exceed 10).
| d. | Designation of Beneficiary |
I hereby:
☐ Designate the beneficiaries reflected in Appendix A hereto; or
☐ I do not wish to designate any beneficiary.
***
I hereby relinquish and release any and all rights to receive payment of the deferred amounts except in accordance with the Plan. I hereby direct and authorize the Administrator (as defined in the Plan) to make payments of deferral amounts as it deems necessary or desirable to facilitate administration of the Plan; provided, that such payments shall be made in accordance with the Plan and the foregoing elections.
Executed this day of , 2018.
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| Print Name |
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| Director’s/Trustee’s Signature |
Received and accepted by each of the Eligible Investments (as defined in the Plan):
| By: |
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| Date: |
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BLACKROCK FUND COMPLEX
THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
Deferral Election Form
This Deferral Election Form applies to any amounts deferred for the calendar year beginning January 1, 2019.
☐ The undersigned hereby elects to participate in the BlackRock Fund Complex Third Amended and Restated Deferred Compensation Plan (“Plan”) in accordance with the elections made in this Deferral Election Form (“Form”). I understand that the percentage of my compensation set forth below will be deferred under the Plan and “invested” in the funds that are Eligible Investments (as defined in the Plan) in accordance with the allocation percentages set forth on Schedule B to the Plan.
☐ I do not wish to participate in the Plan. (If you checked this box, please stop here.)
| 1. | Continuation of Past Elections |
A copy of my Deferral Election Form from last year is attached hereto and noted below. With respect to the boxes checked below, I would like to continue with the same elections from the prior year.
☐ Amount Deferred (X%)
☐ Time of Payment (January of the calendar year following the calendar year in which I cease to be a Trustee)
☐ Number of Payments (Lump Sum Payment or Installment Payments)
☐ Designation of Beneficiary:
Primary:
Secondary:
(For any category not checked above, please complete the applicable portion of this Form below to reflect your new elections.)
| 2. | Change Elections |
| a. | Amount Deferred |
I hereby elect to defer up to % (not more than 50%) of the annual compensation I earn as a Director/Trustee of the Participating Funds (as defined in the Plan) in respect of the calendar year beginning January 1, 2019.
| b. | Time of Payment |
I hereby elect for amounts deferred pursuant to this Form, in respect of the calendar year beginning January 1, 2019, to be paid as follows:
☐ On the last business day in January of the calendar year following the calendar year in which I cease to be a Director/Trustee; or
☐ On the following other date:
| c. | Number of Payments |
I hereby elect to receive payment for amounts deferred pursuant to this Form, in respect of the calendar year beginning January 1, 2019:
☐ Entire amount in a lump sum; or
☐ In annual installments (not to exceed 10).
| d. | Designation of Beneficiary |
I hereby:
☐ Designate the beneficiaries reflected in Appendix A hereto; or
☐ I do not wish to designate any beneficiary.
***
I hereby relinquish and release any and all rights to receive payment of the deferred amounts except in accordance with the Plan. I hereby direct and authorize the Administrator (as defined in the Plan) to make payments of deferral amounts as it deems necessary or desirable to facilitate administration of the Plan; provided, that such payments shall be made in accordance with the Plan and the foregoing elections.
Executed this day of , 2018.
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| Print Name |
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| Director’s/Trustee’s Signature |
Received and accepted by each of the Eligible Investments (as defined in the Plan):
| By: |
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| Date: |
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BLACKROCK FUND COMPLEX
THIRD AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
Designation of Beneficiary
The undersigned hereby designates the person or persons named below as the beneficiary(ies) of any benefits which may become due according to the terms and conditions of the BlackRock Fund Complex Third Amended and Restated Deferred Compensation Plan (the “Plan”) in the event of my death.
| ☐ To my Estate: or | ||
| ☐ To the following beneficiaries: | ||
| Primary: |
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| (Name, address and relationship) if living, or if not living at my my death, to | ||
| Secondary: |
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| (Name, address and relationship) if living, or if not living at my my death, to my Estate. | ||
I hereby revoke all prior beneficiary designation(s) made under the terms of the Plan by execution of this form.
Executed this day of , .
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| Trustee’s Signature |
(d)(4)
Transfer Agency and Service Agreement
Among
Each of the BlackRock Closed-End Investment Companies
Listed Herein on Appendix A
and
Computershare Trust Company, N.A.
and
Computershare Inc.
Table of Contents
| Section 1. | Certain Definitions | 3 | ||||
| Section 2. | Appointment of Agent | 5 | ||||
| Section 3. | Standard Services | 6 | ||||
| Section 4. | Fees and Expenses | 7 | ||||
| Section 5. | Representations and Warranties of Transfer Agent | 7 | ||||
| Section 6. | Representations and Warranties of Customer | 8 | ||||
| Section 7. | Indemnification/Limitation of Liability | 8 | ||||
| Section 8. | Service Fee Credits; Service Levels | 10 | ||||
| Section 9. | Damages | 11 | ||||
| Section 10. | Responsibilities of the Transfer Agent | 11 | ||||
| Section 11. | Covenants of the Customer and Transfer Agent | 12 | ||||
| Section 12. | Addition of New Funds | 12 | ||||
| Section 13. | Audit and Site Visits | 13 | ||||
| Section 14. | Confidentiality | 14 | ||||
| Section 15. | Privacy | 16 | ||||
| Section 16. | Term and Termination | 16 | ||||
| Section 17. | Assignment | 18 | ||||
| Section 18. | Unaffiliated Third Parties | 18 | ||||
| Section 19. | Disaster Recovery | 19 | ||||
| Section 20. | Miscellaneous | 19 | ||||
Appendix A – Fund List
Appendix B – Form of CFTC Compliance Letter
Appendix C – Form of New Fund Confirmation Letter
TRANSFER AGENCY AGREEMENT
This Transfer Agency Agreement (this “Agreement”) is made as of January 1, 2015, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 250 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).
WHEREAS, the Customer desires to appoint Trust Company as its sole transfer agent, registrar and dividend disbursing agent for the Shares, and administrator of dividend reinvestment plans, and Computershare Inc. as processor of all payments received or made by Customer under this Agreement;
WHEREAS, Trust Company and Computershare Inc. will each separately provide specified services covered by this Agreement and, in addition, Trust Company may arrange for Computershare Inc. to act on behalf of Trust Company in providing certain of its services covered by this Agreement;
WHEREAS, Trust Company and Computershare Inc. desire to accept such respective appointments and perform the services related to such appointments; and
WHEREAS, the Board of Directors or Trustees, as applicable, of each Customer has approved the appointment of the Transfer Agent and the form of this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree to the statements made in the preceding paragraphs and as follows:
Section 1. Certain Definitions.
“1933 Act” means the Securities Act of 1933, as amended.
“1934 Act” means the Securities Exchange Act of 1934, as amended.
“1940 Act” means the Investment Company Act of 1940, as amended.
“Account” or “Accounts” means the account of each Shareholder which account shall hold any full or fractional Shares held by such Shareholder, outstanding funds or reportable tax information.
“Additional Services” means any and all services which are not Services, but performed by Transfer Agent upon request of a Customer.
“Agreement” means this agreement and any and all appendices, exhibits or Schedules and any and all amendments or modifications, which may from time to time be executed.
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“Board of Directors” means the Board of Directors or the Board of Trustees, as the case may be, of each Customer.
“Dividend Reinvestment Plan” means any dividend reinvestment plan, direct stock purchase plan, or other investment programs administered by the Trust Company for Customer, the services for which are as set forth in the Service Schedule.
“Effective Date” means the date first stated above.
“Electronic Transmission” means any form of communication, not directly involving the physical transmission of paper, which creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
“Fee Letter” means the fee letter attached to the Side Agreement as Schedule 1, as may be amended from time to time.
“Initial Term” means the term commencing on the Effective Date and continuing for a period of one (1) year from such date.
“KPI Document” means the KPI document describing the agreed to service levels attached to the Side Agreement as Schedule 3, as may be amended from time to time.
“Schedule” or “Schedules” means each schedule attached hereto, separately or collectively as the context requires, as the same may be amended from time to time.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Laws” means the 1933 Act and the 1934 Act as applicable to the Transfer Agent.
“Service Schedule” means the service schedule attached to the Side Agreement as Schedule 2.
“Services” means any and all services as further described herein and in the Service Schedule or the Schedules.
“Share” means common units of beneficial interest or common stock, as the case may be, of each Customer authorized by the Customer’s respective Declaration of Trust or Articles of Incorporation, as the case may be.
“Side Agreement” means the Side Agreement for Transfer Agency Services between the Customer and Transfer Agent dated as of January 1, 2015.
“Shareholder” means the holder of record of one or more Shares.
“U.S.” means the states of the United States of America, the District of Columbia, Guam, Puerto Rico, U.S. Virgin Islands and any territory or commonwealth of the United States of America with a formal local government substantially equivalent to a state government. Each will be referred to as a “State”.
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Section 2. Appointment of Agent.
| 2.1 | Appointment. The Fund hereby appoints the Trust Company to serve as sole transfer agent and registrar for the Shares, Shareholder servicing agent to the Fund and administrator of the Dividend Reinvestment Plans in accordance with the terms and conditions thereof and appoints Computershare Inc. as the service provider to the Trust Company and as processor of all payments received or made by or on behalf of Customer under this Agreement, and the Trust Company and Computershare Inc. accept such respective appointments and agree in connection with such appointments to furnish the Services expressly set forth in this Agreement. Computershare represents that it is currently registered with the SEC as a transfer agent and will remain so registered during the effectiveness of this Agreement. |
| 2.2 | Documents. In connection with the appointment of the Trust Company as the transfer agent and registrar for a Customer, the Customer will provide or has previously provided the following documents to the Transfer Agent: |
| (a) | Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings; and |
| (b) | Specimens of the Signatures of the officers of the Customer authorized to sign written instructions and requests. |
| 2.3 | Records. The books and records pertaining to the Customer required by Securities Laws and the 1940 Act which are in the possession or under the control of Computershare shall be the property of the Customer. Agent will prepare and maintain such books and records as required by Securities Laws, or as otherwise mutually agreed by the parties, subject to additional fees. Such books and records shall, to the extent practicable, be maintained separately for each Fund. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Computershare to an Authorized Person, and may be subject to a reasonable fee to be agreed upon by the parties. Transfer Agent may adopt as part of its records all lists of Shareholders, records of the Customer’s Shares, books, documents and records which have been employed by any former agent of the Customer for the maintenance of the ledgers for the Customer’s Shares, provided such ledger is certified by an officer of Customer or the prior transfer agent to be true, authentic and complete. |
| 2.4 | Shares. The Customer shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and in the application to or removal from any book entry interest of stock of any legend restricting the transfer of such Shares or the substitution for such book entry interest of a book entry interest without such legend, (ii) any authorized but unissued Shares reserved for specific purposes, (iii) any outstanding shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation and (v) special instructions regarding dividends and information of foreign holders. |
| 2.5 | Customer’s Agent. Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of the Customer. |
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| 2.6 | Certificates. No physical certificates will be issued while this Agreement is in effect. All Shares issued while this Agreement is in effect shall be represented by book entry notations only. |
Section 3. Standard Services.
| 3.1 | Services. Computershare shall perform the Services set forth in the Service Schedule. |
| 3.2 | Information Security and Data Protection. Computershare shall comply with the provisions of Schedules 9 and 10 of the Side Agreement. |
| 3.3 | Reports and Information. Computershare shall provide the Funds with the reports specified in Schedule 6 of the Side Agreement within the periods of time prescribed in Schedule 6 of the Side Agreement and at no additional cost to the Funds. |
| 3.4 | Internet Services. Transfer Agent shall make available to Customer and Shareholders, through www.computershare.com (“Web Site”), online access to certain Account and Shareholder information and certain transaction capabilities (“Internet Services”), subject to Transfer Agent’s security procedures and the terms and conditions set forth herein and on the Web Site. Transfer Agent provides Internet Services on an “as available” basis as set forth in Schedule 2 of the Side Agreement, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Notwithstanding the foregoing, Transfer Agent shall ensure that content as posted to Web Site by Transfer Agent is an accurate and complete reflection of information contained in Transfer Agent’s records database. |
| 3.5 | Proprietary Information. Customer agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software (including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals furnished to Customer by Transfer Agent as part of the Services are under the control and ownership of Transfer Agent or a third party (including its affiliates) and constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”). In no event shall Proprietary Information be deemed Shareholder data. Customer agrees that Proprietary Information is of substantial value to Transfer Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 14 of this Agreement. Customer shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section 3.5. Subject to this Section 3.5, Transfer Agent grants to Customer a nonexclusive, nontransferable, royalty free license to use any Proprietary Information solely for the internal business purposes of Customer. Any rights to the Proprietary Information not expressly licensed hereunder are reserved by Transfer Agent. |
| 3.6 | Third Party Content. Transfer Agent may provide real-time or delayed quotations and other market information and messages (“Market Data”), which Market Data is provided to Transfer Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Customer agrees and acknowledges that Transfer Agent shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Market Data or the transmission thereof. |
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| 3.7 | Compliance with Laws. The Customer agrees the Transfer Agent is obligated to and the Transfer Agent agrees to comply with all applicable U.S. federal, state and local laws and regulations, codes, order and government rules in the performance of its duties under this Agreement. |
Section 4. Fees and Expenses.
| 4.1 | Fee Letters. As compensation for Services rendered by Computershare during the term of this Agreement, the Fund will pay to Computershare such fees and charges and reimburse Computershare for such expenses, as set forth in the Fee Letter or as may otherwise be agreed to from time to time in writing by the Fund and Computershare. |
| 4.2 | Adjustments. Notwithstanding Section 4.1 above, fees may be changed from time to time as agreed upon in writing between the Transfer Agent and the Customer. |
| 4.3 | Invoices. The Customer agrees to pay all fees and reimbursable expenses within forty-five (45) days of receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Customer may only withhold that portion of the fee or expense subject to the good faith dispute. The Customer shall notify the Transfer Agent within forty-five (45) days following the receipt of each billing notice if the Customer is disputing any amounts in good faith. If the Customer does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Customer. The Customer shall settle such disputed amounts within a reasonable time following the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process. |
| 4.4 | Late Payments. |
(a) If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Customer shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic Transfer Agents) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by Customer on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.
(b) The failure by Customer to pay an invoice within 45 days after written and telephonic notice to Customer that payment is overdue or the failure by the Customer to timely pay two consecutive invoices shall constitute a material breach pursuant to Section 16.3(a) below. Transfer Agent will provide notice by writing and telephone forty-five (45) days after payment is past due. The Transfer Agent may terminate this Agreement for such material breach immediately and shall not be obligated to provide the Customer with 30 days to cure such breach.
| 4.5 | Taxes. Customer shall pay all sales or use taxes in lieu thereof with respect to the Services (if applicable) provided by the Transfer Agent under this Agreement. |
Section 5. Representations and Warranties of Transfer Agent.
| 5.1 | Governance. Computershare Trust Company, N.A. is a federally chartered limited purpose national bank duly organized under the laws of the U.S. and Computershare Shareholder Services Inc. is a corporation validly existing and in good standing under the laws of the State of Delaware and they have full corporate power, authority and legal right to execute, deliver and perform this |
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| Agreement. The execution, delivery and performance of this Agreement by Computershare has been duly authorized by all necessary corporate action and constitutes the legal valid and binding obligation of Computershare enforceable against Computershare in accordance with its terms. |
| 5.2 | Compliance. The execution, delivery and performance of the Agreement by Computershare will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party to, (i) any existing law, ordinance, or governmental rule or regulation to which Computershare is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or governmental or regulatory official, body or authority which is applicable to Computershare, (iii) the incorporation documents or by-laws of, or any material agreement to which Computershare is a party. |
| 5.3 | Facilities. The Transfer Agent has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. |
| 5.4 | Insurance. The Transfer Agent shall procure and maintain in effect all insurance coverages required by law, and further, shall procure and maintain the policies of insurance (regardless of whether such insurance is required by law) covering claims and liabilities arising from this Agreement as identified in Schedule 8 of the Side Agreement. |
Section 6. Representations and Warranties of Customer.
| 6.1 | Each Customer severally and not jointly represents and warrants to the Transfer Agent that: |
| (a) | Organization. It is a corporation or Trust duly organized and existing and in good standing under the laws of the jurisdiction of its organization; |
| (b) | Governance. It is empowered under applicable laws and by its charter documents to enter into and perform this Agreement. All corporate proceedings required by said charter documents and applicable law have been taken to authorize it to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by each Customer has been duly authorized by all necessary corporate or trust action and constitutes the legal valid and binding obligation of each Customer enforceable against each Customer in accordance with its terms; |
| (c) | A registration statement under the 1933 Act has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of each Customer outstanding or being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; information to the contrary will result in immediate notification to the Transfer Agent. |
Section 7. Indemnification/Limitation of Liability.
| 7.1 | Standard of Care. The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable time limits to insure the accuracy of all Services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage unless said loss or damage is caused by its negligence, bad faith or willful misconduct or that of its employees as set forth or breach of any representation or warranty of the Transfer Agent hereunder and subject to the limitations set forth hereunder in Section 7.4 7.3 below. |
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| 7.2 | Customer Indemnity. The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all claims, losses, damages, costs, charges, payments, expenses, liability and, court costs, fees and expenses of attorneys, expert witnesses, and other professionals reasonably acceptable to Customer arising out of or attributable to: |
| (a) | All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful misconduct; |
| (b) | The Customer’s bad faith, negligence or willful misconduct or the material breach of any representation or warranty of the Customer hereunder; |
| (c) | The reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents which (i) are received by the Transfer Agent or its agents or subcontractors and furnished to it by or on behalf of the Customer, and (ii) have been prepared and /or maintained by the Customer or any other person or firm on behalf of the Customer; |
| (d) | The reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders; |
| (e) | The reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Customer’s representatives, provided such actions are taken in good faith and without negligence or willful misconduct; and |
| (f) | The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares. |
| 7.3 | Instructions. From time to time, the Customer may provide Transfer Agent with instructions concerning the Services. In addition, at any time the Transfer Agent may apply to any officer of the Customer for instruction, and may consult with legal counsel reasonably acceptable to Customer with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and Transfer Agent and its agents and subcontractors shall not be liable and shall be indemnified by the Customer for taking action or omitting to take action by it in reliance upon such instructions or upon the advice or opinion of such counsel provided that when the action is taken it is performed in good faith and without negligence or willful misconduct. The Transfer Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Transfer Agent or its agents or subcontractors by telephone, in person, machine readable input, telex, CRT data entry or similar means authorized by the Customer or the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Customer. The Transfer Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Customer, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar. |
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| 7.4 | Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all claims, losses, damages, costs, charges, payments, expenses, liability, court costs, and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or attributable to Transfer Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent’s bad faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement. Any liability of the Transfer Agent shall be limited as set forth in Schedule 11 of the Side Agreement. |
| 7.5 | Events Beyond Reasonable Control. Neither party nor its affiliates shall be liable for any loss (including loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; non-performance by third parties (other than subcontractors of Transfer Agent for duties or obligations described herein, except to the extent that such non-performance would be an Event Beyond Reasonable Control of Transfer Agent if Transfer Agent was itself the non-performing party and the event(s) referenced above had affected Transfer Agent); or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the foregoing (all and any of the foregoing being an “Event Beyond Reasonable Control”). Upon the occurrence of an Event Beyond Reasonable Control, the affected party shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long such affected party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted. |
| 7.6 | Notice. In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it except with the indemnifying party’s prior written consent. |
Section 8. Service Fee Credits; Service Levels.
| 8.1 | The KPI Document sets forth provisions applicable to the determination and assessment of “Service Fee Credits”, as such term is defined in the KPI Document. Service Fee Credits shall not be an exclusive remedy for any loss incurred as a result of breach conduct (which may be claimable as damages pursuant to the terms of this Agreement), but are intended to be a form of recompense to the Fund for failure by the Transfer Agent to deliver the Services in a proper, timely and consistent manner, in view of the key significance that the service levels have to the Fund. The application of Service Fee Credits shall be without prejudice to any rights of the Fund under this Agreement including the right of the Fund to terminate this Agreement pursuant to the terms of the Agreement or to claim damages from Transfer Agent, pursuant to the terms of the Agreement, as a result of any matter constituting breach conduct that contributes to circumstances that cause Service Fee Credits that accrue to the Customer. |
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| 8.2 | The Services provided by Computershare to the Fund shall be provided in accordance with the terms of the KPI Document, as relevant. The KPI Document is subject to change, as agreed in writing between the parties. |
Section 9. Damages.
| 9.1 | NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL ANY PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 9 |
Section 10. Responsibilities of the Transfer Agent.
| 10.1 | The Transfer Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Customer, by its acceptance hereof, shall be bound: |
| (a) | Whenever in the performance of its duties hereunder the Transfer Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant treasurer, the Secretary any Assistant Secretary or Chief Financial Officer of the Customer and delivered to the Transfer Agent. Such certificate shall be full authorization to the Transfer Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate provided the action taken is without negligence, bad faith or willful misconduct. |
| (b) | The Customer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement. |
| (c) | Transfer Agent, any of its affiliates or subsidiaries, and any stockholder, director, officer or employee of the Transfer Agent may buy, sell or deal in the securities of the Customer or become pecuniary interested in any transaction in which the Customer may be interested, or contract with or lend money to the Customer or otherwise act as fully and freely as though it were not appointed as agent under this Agreement. Nothing herein shall preclude the Transfer Agent from acting in any other capacity for the Customer or for any other legal entity. |
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| (d) | No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. |
Section 11. Covenants of the Customer and Transfer Agent.
| 11.1 | Customer Corporate Authority. The Customer has previously furnished or shall furnish to the Transfer Agent the following: |
| (a) | A copy of the Articles of incorporation and By-Laws of the Customer; |
| (b) | Copies of all material amendments to its Articles of Incorporation or By-Laws made after the date of this Agreement, promptly after such amendments are made; and |
| (c) | A certificate of the Customer as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued shares relating to the exercise of options, warrants or a conversion of debentures or otherwise. |
| 11.2 | Transfer Agent Facilities. The Transfer Agent hereby agrees to establish and maintain facilities and procedures consistent with industry standards for the safekeeping of check forms and facsimile signature imprinting devices, if any, and for the preparation, use, and recordkeeping of such forms and devices. |
| 11.3 | Notification. Customer shall notify the Transfer Agent as soon as possible in advance of any stock split, stock dividend or any similar event which may affect the Shares and any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditors’ rights. Notwithstanding any other provision of the Agreement to the contrary, the Transfer Agent will have no obligation to perform any Services under the Agreement subsequent to the commencement of any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditors’ rights unless the Transfer Agent receives assurance satisfactory to it that it will receive full payment for such services. Further, Customer may not assume the Agreement after the filing of a bankruptcy petition without the Transfer Agent’s written consent. |
| 11.4 | Summary of Policies and Procedures. Transfer Agent shall upon request provide Customer with a summary of any of its policies and procedures relating to Services or this Agreement and provide prompt summary e-mail notification of material changes to such policies and procedures |
Section 12. Addition or Deletion of a Fund.
| 12.1 | The parties shall cooperate to update Appendix A (e.g., add or remove a Fund) within 30 days of the end of each calendar quarter to reflect the addition or deletion of any Fund receiving Services pursuant to this Agreement. |
| 12.2 | The parties agree that Appendix A may be amended for purposes of Section 12.1 and otherwise without an executed written amendment if (a) any member of the BlackRock Relationship Team (as identified in Schedule 4 of the Side Agreement) delivers by email to the Transfer Agent Senior Customer Service Officer or a Transfer Agent Customer Service Officer (all as identified in |
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| Schedule 4 of the Side Agreement) (i) a copy of an amended and restated Appendix A, dated as of the date such amended and restated Appendix A is intended to be effective, and (ii) to the extent a Fund is being added, a letter substantially in the format stated in Appendix C signed by an authorized officer of such Fund confirming the addition of such Fund as a party to the Agreement, and (b) the Transfer Agent Senior Customer Service Officer or a Transfer Agent Customer Service Officer, as the case may be, receiving the email message and attachment(s) acknowledges in a responding email that the amended and restated Appendix A has been received. |
| 12.3 | The parties agree that Funds listed on Appendix A, as it may be amended from time to time, automatically agree to be bound by the terms of the Side Agreement. |
| 12.4 | Notwithstanding the foregoing, if Transfer Agent determines and advises the Customer that additions or revisions to the SCRIP System are necessary in order to accommodate any such new fund the Customer shall be deemed to have submitted a request for an amendment to the Agreement. |
Section 13. Audits and Site Visits.
| 13.1 | Subject to the further provisions of this Section 13, a reasonable number of representatives of the Customer together, if applicable, with auditors associated with a firm of certified independent public accountants (“Auditor Firms”) may, during normal weekday business hours, upon giving the Transfer Agent at least twenty (20) days advance notice, no more frequently than once per year (unless required by Customer’s regulators or in response to a previously-identified deficiency, in which event the additional audit will only relate to such deficiency), except that, at mutually agreed dates, and subject to the Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) examine on-site any books and records required to be maintained by the Transfer Agent in connection with the performance of the Services and the written procedures utilized by the Transfer Agent in performing the Services, solely to determine the Transfer Agent’s compliance with this Agreement. |
| 13.2 | During the annual site visit by the BlackRock Relationship Team at mutually agreed dates, and subject to the Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures the Customer may, subject to the further provisions of this Section 13, (i) inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) request the Transfer Agent provide system and transaction processing demonstrations, and (iii) make available employees with knowledge about the Services performed to conduct discussions with the Customer and answer reasonable questions of the Customer about such subjects. |
| 13.3 | Subject to the further provisions of this Section 13, and Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures. Transfer Agent will give regulatory authorities with jurisdiction over the Customer, upon reasonable advance written notice and during normal weekday business hours, the ability to (i) inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) examine on-site any books and records required to be maintained by the Transfer Agent in connection with the performance of the Services. |
| 13.4 | Transfer Agent shall not be required in connection with any site visits under this Section 13 to engage in any conduct that would significantly interfere with or disrupt the normal business |
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| operations of the Transfer Agent. The Transfer Agent may, in its sole discretion, prohibit the Customer, personnel of Auditor Firms, and regulators of the Customer from entering certain areas of its facilities for security reasons, in which case the Transfer Agent will provide the Customer with alternative access to the books and records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Any audit under this Section 13 includes the right to inspect the books and records of the Transfer Agent on-site at Transfer Agent’s office, but not the right to copy any records. The Customer will provide the Transfer Agent with a written scope of work including a mutually agreed level of detail, at least 10 business days in advance of commencement of any audit. Personnel of Auditor Firms or regulators of the Customer, who in the sole judgment of the Transfer Agent will have access to customer, confidential, proprietary or other privileged information of the Transfer Agent, must prior to the site visit if so requested by the Transfer Agent execute confidentiality agreements containing terms reasonably satisfactory to the Transfer Agent. The Transfer Agent shall not under any circumstances be obligated to divulge any information that is prohibited by law or by a confidentiality agreement with a third party. |
| 13.5 | The Customer will compensate the Transfer Agent for all out of pocket expenses incurred in connection with any audit under this Section 13, and will also compensate the Transfer Agent, in accordance with the Transfer Agent’s fee schedule in effect at the time of such audit, for the time of each of the Transfer Agent’s employees required to assist with such audit; provided, however, that in no event shall the Customer be charged for the time incurred by the Transfer Agent’s Relationship Management employees required to assist with such audit. |
Section 14. Confidentiality.
| 14.1 | Each party shall keep the Confidential Information (as defined in below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except as set forth in Section 14.4 below. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. In complying with the first sentence of this Section 14.1, each party will use at least the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care. |
| 14.2 | Subject to Sections 14.3 and 14.4 below, “Confidential Information” means (i) except to the extent disclosure may be required by the Securities Laws or the 1940 Act, the terms and conditions (but not the existence of) this Agreement, all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to the Agreement, and information about a party’s exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with the Agreement, in whatever form, and (ii) information and data of, owned by or about a disclosing party or its affiliates, customers, or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or Computershare, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological |
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| information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or Computershare a competitive advantage over its competitors; (C) a confidential or proprietary concept, Proprietary Information, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols, and (E) anything designated as confidential. |
| 14.3 | Information or data that would otherwise constitute Confidential Information under Section 14.2 shall not constitute Confidential Information to the extent it: |
| (a) | is already known to the receiving party at the time it is obtained; |
| (b) | is or becomes publicly known or available through no wrongful act of the receiving party; |
| (c) | is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality; |
| (d) | is released by the protected party to a third party without restriction; or |
| (e) | has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party. |
| 14.4 | Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement: |
| (a) | in connection with activities contemplated by this Agreement; |
| (b) | as required by law or regulation or pursuant to a court order, subpoena, order or request of a governmental or regulatory or self-regulatory authority or agency, or binding discovery request in pending litigation (provided that, other than for requests to the Transfer Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions) the receiving party will provide the other party written notice of such requirement or request, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable); |
| (c) | in connection with inquiries, examinations, audits or other reviews by a governmental, regulatory or self-regulatory authority or agency, audits by independent auditors or requests for advice or opinions from counsel; |
| (d) | the information or data is relevant and material to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against the receiving party; or |
| (e) | as otherwise agreed in writing between the parties. |
| 14.5 | Subject to the exceptions in Section 14.4, each party agrees not to publicly disseminate Confidential Information of the other party or mutual Confidential Information. |
| 14.6 | Notwithstanding Section 20.8 (Survival) of this Agreement, the provisions of this Section 14 shall survive termination of this Agreement for a period of three (3) years after such termination. |
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Section 15. Privacy.
| 15.1 | Computershare agrees to implement and maintain appropriate security measures to protect “personal information”, as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth (“Massachusetts Privacy Regulation”), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations. Computershare shall treat non-public personal information of Shareholders as confidential, and shall not disclose such information except in connection with carrying out the Services set forth in this Agreement, as required by law or regulation, or as allowed in this Agreement. |
Section 16. Term and Termination.
| 16.1 | Term. This Agreement shall be effective from the Effective Date and shall remain in full force and effect and continue through to the end of the Initial Term and shall, upon the expiration thereof, be automatically renewed thereafter for successive one (1) year terms, unless terminated pursuant to Section 16. |
| 16.2 | Termination for Convenience. Either party may terminate this Agreement by providing a written notice of termination to the other party, specifying the date this Agreement will terminate as follows: (a) if terminated by Customer, at least 90 days and not more than 365 days in advance of the termination date so specified in the notice, or (b) if terminated by Computershare, at least 180 days and not more than 365 days in advance of the termination date so specified in the notice. |
| 16.3 | Termination for Cause. Without prejudice to its other rights under this Agreement, a party (the “Terminating Party”) shall be entitled to terminate this Agreement if: |
| (a) | the other party commits a material breach of the Agreement which is capable of being remedied but, following receipt of written notice of such material breach from the Terminating Party, the breaching party does not remedy the material breach within 90 days of receiving such notice (or within such other period as the Customer and the Transfer Agent may agree upon following receipt of such notice). In such case, the Terminating Party may terminate this Agreement by providing a written notice of termination to the breaching party, specifying the date as of which this Agreement will terminate, which may be any date, including the date such written notice is provided, however, the failure by the Customer to pay an invoiced Fee which is subject to a good faith dispute shall not constitute a material breach of the Agreement; |
| (b) | a party commits a material breach of the Agreement which is not capable of being remedied. In such case, the Terminating Party may terminate this Agreement by providing a written notice of termination to the breaching party, specifying the date as of which this Agreement will terminate, which may be any date 90 days from the date such written notice is provided; |
| (c) | In the case of Transfer Agent assigning this Agreement pursuant to Section 17.1, Customer may terminate this Agreement. Customer must exercise its right to terminate pursuant to this Section 16.3(c) within 60 days from the date Customer receives notice of such assignment and must provide the Transfer Agent with not less than ninety (90) days prior written notice of termination. |
| (d) | a party ceases to maintain a regulatory license, registration, permission or authorization that, in the case of the Transfer Agent materially impairs its ability to provide the Services or any material portion thereof or in the case of the Customer, materially alters its ability to perform its obligations under this Agreement; or |
16
| (e) | the other party becomes the subject of a significant action (such as an enforcement action or investigation) by a regulatory authority with jurisdiction over that party that materially impacts, in the case of the Transfer Agent, its ability to provide Services and, in the case of the Customer, its ability to perform its obligations under this Agreement. |
| 16.4 | Regulatory Necessity. In the event the Customer, is required by the written directive an applicable provincial or federal regulatory or self-regulatory organization with jurisdiction over the Customer (the “Issuing Regulator”) to terminate this Agreement or to cease to receive or procure one or more Services from the Transfer Agent or to cease to carry on the business for the purpose of which it requires the Services due to any circumstance relating specifically to the Transfer Agent (a “Termination Directive”), the Customer shall provide the Transfer Agent with a copy of the Termination Directive as promptly as permitted by such Termination Directive, if permitted, and thereafter be entitled to terminate the Agreement or impacted Services in accordance with the requirements of the Termination Directive. |
| 16.5 | Termination by the Customer. The Customer may terminate this Agreement by providing a written notice of termination to the Transfer Agent, specifying the date as of which this Agreement will terminate, which may be any date, including the date such written notice is provided, provided the circumstances described below giving rise to the termination right are continuing at the time of the Transfer Agent’s receipt of such written notice, if as a result of an Event Beyond Reasonable Control: |
| (a) | The Transfer Agent is prevented from performing the whole or substantially the whole of the Services, or of any key elements of the Services, for a continuous period in excess of 60 days; or |
| (b) | The Transfer Agent is prevented from performing the whole or substantially the whole of the Services, or of any key elements of the Services for a continuous period in excess of 14 days and during that period it has not used all commercially reasonable efforts to: find a solution by which its obligations under this Agreement may be performed despite the continuance of the Event Beyond Reasonable Control; or attempt to perform the impacted obligations, including by implementing its business continuity and disaster recovery plan. |
| 16.6 | Insolvency. |
| (a) | Notwithstanding any other provision of this Agreement, the Customer or the Transfer Agent may in their or its sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following to such other party: |
| (i) | such party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding; |
| (ii) | such party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against such party any such case or proceeding; |
17
| (iii) | such party makes a general assignment for the benefit of creditors; or |
| (iv) | such party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due. |
| (b) | Each of the Customer, and the Transfer Agent may exercise its termination right under Section 16 at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by the Customer or the Transfer Agent of its termination right under Section 16 shall be without any prejudice to any other remedies or rights available to such party and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding anything to the contrary in this Agreement, notice of termination under this Section 16 shall be considered given and effective when given, not when received. |
| 16.7 | Each party will notify the other party promptly of any occurrence of the circumstances specified in Sections 16.2, 16.3, 16.4, 16.5, and 16.6. No failure or delay by a party to give any such notice will prejudice or limit the rights of the other party to terminate this Agreement (whether arising out of, in connection with or relating to this Agreement or otherwise). |
| 16.8 | Records. Upon receipt of written notice of termination, the parties will use commercially practicable efforts to effect an orderly termination of this Agreement. Subject to the provisions in Schedule 7 of the Side Agreement, the Transfer Agent will deliver promptly to the Customer electronically or in other media, in Computershare’s industry standard format, all stockholder and other records, files and data supplied to or compiled by the Transfer Agent on behalf of the Customer, subject to applicable law and Transfer Agent’s records management policy. |
Section 17. Assignment.
| 17.1 | Affiliates. Upon thirty (30) days prior written notice to Customer, the Transfer Agent may, without further consent of the Customer assign its right and obligations hereunto to any affiliated and registered transfer agent under Rule 17Ac2-l promulgated under the 1934 Act. The Transfer Agent will not assign its rights and obligations to any other person without the Customer’s prior written consent. |
| 17.2 | Sub-contractors. The Transfer Agent may, without further consent of the Customer, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions. |
Section 18. Unaffiliated Third Parties.
| 18.1 | Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same. |
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Section 19. Disaster Recovery.
| 19.1 | Computershare shall maintain or arrange with third parties for back-up facilities (“Back-Up Facilities”) to the primary operations and data centers used by Computershare to provide the Services (“Primary Facilities”). The Back-Up Facilities will be capable of providing the Services in the event an incident to the Primary Facilities significantly interrupts the delivery of a significant Service. In the event of equipment failures, Computershare shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions, including using the Back-Up Facilities where appropriate. |
| 19.2 | Computershare shall develop and maintain a business continuity plan containing disaster recovery procedures for its data centers and operations facilities (“Business Continuity Plan”). Computershare will provide business continuity and disaster recovery services in accordance with its Business Continuity Plan. Computershare’s Business Continuity Plan will at a minimum contain: |
| (a) | Crisis management procedures for command and control during a disaster; |
| (b) | Emergency notification process; |
| (c) | Activation procedures including assignment of the authority to activate; |
| (d) | Recovery process; |
| (e) | Procedures and accommodations for the recovery of systems, applications and networks; and |
| (f) | Identification of external service providers required for recovery, including but not limited to, disaster recovery service providers, equipment maintenance, transportation, salvage and building maintenance. |
| 19.3 | Annually, or upon the Fund’s reasonable request, Computershare will certify that its Business Continuity Plan complies with the provisions of this Section 19 and Schedule 5 of the Side Agreement. |
| 19.4 | Attached to the Side Agreement as Schedule 5 is an executive summary of the Business Continuity Plan as the Business Continuity Plan was constituted on the Effective Date which sets forth in reasonable detail the characteristics of the Business Continuity Plan. Computershare shall annually provide the Fund with an executive summary in written form of the Business Continuity Plan, updated as necessary to incorporate into the executive summary, as of the date provided, summaries of any changes to the Business Continuity Plan since the Effective Date, or the date of the last executive summary of the Business Continuity Plan provided to the Fund, as the case may be. |
Section 20. Miscellaneous.
| 20.1 | Notices. |
All notices or other communications required to be given pursuant to this Agreement shall be in writing, including by Electronic Transmission, and shall be deemed given when (i) delivered in person, by overnight delivery through a commercial courier service, or by registered or certified mail or (ii) delivered by electronic mail directed to the electronic mail address set out in this Section 20. Notices shall be addressed to each party at its address set forth below, or such other address as the recipient may have specified by earlier notice to the sender.
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If to the Customer:
c/o BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809
Attn: TA Oversight
E-mail: Matthew.luongo@blackrock.com
If to the Transfer Agent:
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Attn: Client Services
E-mail: Jennifer.bridges@computershare.com
The Transfer Agent and the Customer may, by notice to the other, designate additional or different addresses for subsequent notices or communications.
| 20.2 | Successors. |
All the covenants and provisions of this Agreement by or for the benefit of the Customer or the Transfer Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
| 20.3 | Amendments. |
This Agreement may be amended or modified by a written amendment executed by both parties hereto and, to the extent required by Customer, authorized or approved by a resolution of the Board of Directors of the Customer, subject to the provisions of Section 12.
| 20.4 | Severability. |
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
| 20.5 | Governing Law. |
This Agreement shall be governed by the laws of The Commonwealth of Massachusetts.
| 20.6 | Descriptive Headings. |
Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
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| 20.7 | Third Party Beneficiaries. |
The provisions of this Agreement are intended to benefit only the Transfer Agent, the Customer and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.
| 20.8 | Survival. |
All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive the termination of this Agreement.
| 20.9 | Merger of Agreement. |
This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.
| 20.10 | Priorities. |
In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.
| 20.11 | Counterparts. |
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by one of its officers thereunto duly authorized, all as of the date first written above.
| Computershare Trust Company, N.A. and Computershare Inc. |
||||||||
| On Behalf of Both Entities: | On Behalf of the BlackRock Closed-End Investment Companies Listed on Appendix A: | |||||||
| By: | /s/ Martin J. McHale, Jr. |
By: | /s/ Neal J. Andrews | |||||
| Name: | Martin J. McHale, Jr. | Name: | Neal J. Andrews | |||||
| Title: | President, U.S. Equity Services | Title: | Chief Financial Officer | |||||
| Date: | 1-7-15 | Date: | ||||||
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Appendix A
Fund List
| Coy (Legacy Co Code) |
Company Name | |
| BAF | BlackRock Municipal Income Investment Quality Trust | |
| BBF | BlackRock Municipal Income Investment Trust | |
| BBK | BlackRock Municipal Bond Trust | |
| BBN | BlackRock Build America Bond Trust | |
| BCX | BlackRock Resources & Commodities Strategy Trust | |
| BDJ | BlackRock Enhanced Equity Dividend Trust | |
| BFK | BlackRock Municipal Income Trust | |
| BFO | BlackRock Florida Municipal 2020 Term Trust | |
| BFY | BlackRock New York Municipal Income Trust II | |
| BFZ | BlackRock California Municipal Income Trust | |
| BGRT | BlackRock Energy & Resources Trust | |
| BGT | BlackRock Floating Rate Income Trust | |
| BGY | BlackRock International Growth & Income Trust | |
| BHK | BlackRock Core Bond Trust | |
| BHL | BlackRock Defined Opportunity Credit Trust | |
| BHV | BlackRock Virginia Municipal Bond Trust | |
| BIE | BlackRock Municipal Bond Investment Trust | |
| BIT | BlackRock Multi-Sector Income Trust | |
| BJZ | BlackRock California Municipal 2018 Term Trust | |
| BKK | BlackRock Municipal 2020 Term Trust | |
| BKN | BlackRock Investment Quality Municipal Trust | |
| BKT | BlackRock Income Trust, Inc. | |
| BLE | BlackRock Municipal Income Trust II | |
| BLH | BlackRock New York Municipal 2018 Term Trust | |
| BLJ | BlackRock New Jersey Municipal Bond Trust | |
| BLW | BlackRock Limited Duration Income Trust | |
| BME | BlackRock Health Sciences Trust | |
| BNJ | BlackRock New Jersey Municipal Income Trust | |
| BNY | BlackRock New York Municipal Income Trust | |
| BOE | BlackRock Global Opportunities Equity Trust | |
| BPK | BlackRock Municipal 2018 Term Trust | |
| BPS | BlackRock Pennsylvania Strategic Municipal Trust | |
| BQH | BlackRock New York Municipal Bond Trust | |
| BSD | BlackRock Strategic Municipal Trust | |
| BSE | BlackRock New York Municipal Income Quality Trust | |
| BST | BlackRock Science and Technology Trust | |
| BTA | BlackRock Long-Term Municipal Advantage Trust | |
| BTT | BlackRock Municipal Target Term Trust |
| BTZ | BlackRock Credit Allocation Income Trust | |
| BUI | BlackRock Utility and Infrastructure Trust | |
| BYM | BlackRock Municipal Income Quality Trust | |
| BZM | BlackRock Maryland Municipal Bond Trust | |
| Cll | BlackRock Enhanced Capital & Income Fund, Inc. | |
| DSU | BlackRock Debt Strategies Fund, Inc. | |
| EGF | BlackRock Enhanced Government Fund, Inc. | |
| FRA | BlackRock Floating Rate Income Strategies Fund, Inc. | |
| HYT | BlackRock Corporate High Yield Fund, Inc. | |
| MCA | BlackRock MuniYield California Quality Fund, Inc. | |
| MEN | BlackRock MuniEnhanced Fund, Inc. | |
| MFL | BlackRock MuniHoldings Investment Quality Fund | |
| MFT | BlackRock MuniYield Investment Quality Fund | |
| MHD | BlackRock MuniHoldings Fund, Inc. | |
| MHE | BlackRock Massachusetts Tax-Exempt Trust | |
| MHN | BlackRock MuniHoldings New York Quality Fund, Inc. | |
| MIY | BlackRock MuniYield Michigan Quality Fund, Inc. | |
| MJI | BlackRock MuniYield New Jersey Quality Fund, Inc. | |
| MNE | BlackRock Muni New York Intermediate Duration Fund | |
| MPA | BlackRock MuniYield Pennsylvania Quality Fund | |
| MQT | BlackRock MuniYield Quality Fund II, Inc. | |
| MQY |
BlackRock MuniYield Quality Fund, Inc. | |
| MUA | BlackRock MuniAssets Fund, Inc. | |
| MUC | BlackRock MuniHoldings California Quality Fund, Inc. | |
| MUE | BlackRock Muniholdings Quality Fund II, Inc. | |
| MUH | BlackRock MuniHoldings Fund II, Inc. | |
| MUI | BlackRock Muni Intermediate Duration Fund, Inc. | |
| MUJ | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | |
| MUS | BlackRock MuniHoldings Quality Fund, Inc. | |
| MVF | BlackRock MuniVest Fund, Inc. | |
| MVT | BlackRock MuniVest Fund II, Inc. | |
| MYCF | BlackRock MuniYield California Fund, Inc. | |
| MYD | BlackRock MuniYield Fund, Inc. | |
| MYFD | BlackRock MuniYield Investment Fund | |
| MYI | BlackRock MuniYield Quality Fund III, Inc. | |
| MYJ | BlackRock MuniYield New Jersey Fund, Inc. | |
| MYM | BlackRock MuniYield Michigan Quality Fund II, Inc. | |
| MYN | BlackRock MuniYield New York Quality Fund, Inc. | |
| MZA | BlackRock MuniYield Arizona Fund, Inc. |
Appendix B
Form of CFTC Compliance Letter
[DATE]
BlackRock
100 Bellevue Parkway
Wilmington, DE 19809
Re: Retention of Books and Records
Dear Sir or Madam:
This letter is provided with respect to the BlackRock Core Bond Trust (NYSE: BHK) and BlackRock Income Trust, Inc. (NYSE: BKT) (each a “Fund” and together the “Funds”) that are regulated by the Commodity Futures Trading Commission (“CFTC”) as commodity pools. BlackRock Advisors, LLC (the “Advisor”) is a registered commodity pool operator acting as the investment advisor and commodity pool operator of the Funds.
The Funds are party to an agreement with Computershare Trust Company, N.A. and Computershare Inc. (together, “Computershare”) pursuant to which Computershare Trust Company, N.A. has been appointed as the transfer agent for the Funds. As part of that agreement, Computershare maintains the transfer agency records of the Funds at 250 Royall St, Canton, MA 02021.
At the request of the Advisor and the Funds, Computershare hereby acknowledges the following:
| (i) | The Advisor intends that Computershare keep and maintain certain records of ownership for record holders of Fund shares reflecting the name and address of the holder, and share transactions in the account (the “required books and records”); |
| (ii) | Computershare shall endeavor to keep and maintain books and records required in accordance with CFTC regulation 1.31 as further discussed below; and |
| (iii) | Computershare agrees to keep such required books and records open to inspection by any representative of the CFTC or the United States Department of Justice in accordance with CFTC Regulation 1.31 and agrees to make such required books and records available to pool participants in accordance with CFTC Regulation 4.23. |
Please note that the full application of CFTC Regulation 1.31 in the context contemplated by this letter is not clear at this time. The books and records of the Fund are currently maintained in accordance with the rules and regulations under the Investment Act of 1940 as applicable to Computershare.
Computershare shall not be deemed to be acting as a “commodity pool operator”, and the Advisor shall remain fully responsible for compliance with the Commodity Exchange Act and CFTC rules regarding the maintenance of the Funds’ books and records.
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: |
| |
| Name: | Tyler Haynes | |
| Title: | Vice President | |
Appendix C
Form of New Fund Confirmation Letter
[DATE]
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Attention: Jennifer Bridges
| Re: | Addition of Fund to Agreement |
Dear Jennifer:
Reference is made to the Transfer Agency and Service Agreement among certain BlackRock Closed-End Investment Companies, Computershare Trust Company, N.A., and Computershare Inc. dated as of January 1, 2015 (“Agreement”). [New Fund Name] hereby confirms that as of [Effective Date of New Fund Being Added to Agreement], it is added to the Agreement as a party and will be included in the definition of “Fund” and “Customer” as such terms are defined in the Agreement.
[NEW FUND NAME]
| By: |
| |
| Name: |
| |
| Title: |
|
SIDE AGREEMENT
This Side Agreement for Transfer Agency Services (“Side Agreement”) is made and effective as of January 1, 2015, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as may be amended from time to time, of the Agreement (defined below) and having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware, 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, both doing business at 250 Royall Street, Canton, Massachusetts, 02021 (collectively, “Agent”).
WHEREAS, Customer and Agent are parties to that certain Transfer Agency Agreement dated as of the date hereof, inclusive of all appendices, schedules, exhibits and attachments and as may be amended from time to time (“Agreement”);
WHEREAS, all capitalized terms used but not defined in this Side Agreement shall have the meanings ascribed to such terms in the Agreement;
WHEREAS, Customer and Agent wish to set forth certain other terms and conditions in connection with the Agreement; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
| 1. | Schedules. Schedules 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11, each as respectively referenced in the Agreement, are all attached hereto and incorporated herein. |
| 2. | Termination. This Side Agreement will terminate automatically upon termination of the Agreement. |
| 3. | Incorporation by Reference. All terms and conditions set forth in the Agreement, as amended from time to time, not otherwise modified by this Side Agreement, shall be incorporated by reference herein, and are made a part of this Side Agreement as fully as if set forth herein. |
IN WITNESS WHEREOF, the parties hereto have executed this Side Agreement by their duly authorized officers as of the day and year above written.
EACH OF THE BLACKROCK CLOSED-END INVESTMENT COMPANIES LISTED ON APPENDIX A OF THE AGREEMENT
| By: | /s/ Neal J. Andrews | |
| Name: | Neal J. Andrews | |
| Title: | Chief Financial Officer | |
| COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC. (on behalf of both entities) | ||
| By: | /s/ Martin J. McHale, Jr. | |
| Name: | Martin J. McHale, Jr. | |
| Title: | President, U.S. Equity Services | |
SCHEDULE 1
FEE LETTER
FOR STOCK TRANSFER SERVICES
between
EACH OF THE BLACKROCK CLOSED-END INVESTMENT COMPANIES
LISTED ON APPENDIX A OF THE AGREEMENT
and
COMPUTERSHARE TRUST COMPANY, N.A.
and
COMPUTERSHARE INC.
This Fee Letter (“Fee Letter”) is by and between Computershare Trust Company, N. A. and Computershare Inc. (collectively, “Transfer Agent” or “Computershare”) and each of the BlackRock closed-end investment companies listed on Appendix A of the Agreement (each, a “Fund” and hereinafter collectively referred to as the “Customer”) and is an exhibit to the Side Agreement. Unless specifically defined in this Fee Letter, capitalized terms used in this Fee Letter shall have the meaning assigned to them in the Agreement.
TERM
The term of this Fee Letter shall be for a period of three (3) years, commencing from January 1, 2015, the effective date of the Side Agreement. From the date of its effectiveness, this Fee Letter supersedes all other fee letters in place for the Funds or the Customer with the Transfer Agent for the services listed in Schedule 2 of the Side Agreement.
FEES AND SERVICES
Transfer Agent and Registrar Fee
| $ | 610.00 | Monthly Administrative Fee, Per Fund |
DRP and DTC Fees.
| $ | 1.00 | For each Dividend Reinvestment per participant | ||
| $ | 250.00 | DTC Participation Monthly fee, per Fund |
Includes the standard Transfer Agent and Registrar services as stated in the following sections: (the services listed apply to each Fund)
Lost Shareholder Search Services
| • SEC Electronic Database Search |
$2.00 per Account searched |
ITEMS NOT COVERED
Additional Services
Items not included in the fees and services set forth in this Fee Letter including, but not limited to, services associated with the payment of a stock dividend, stock split, corporate reorganization, or any services associated with a special project are to be billed separately, based on a statement of work from the Transfer Agent that has been approved by the Customer.
Services required by legislation or regulatory fiat which become effective after the date of acceptance of this Fee Letter shall not be a part of the Standard Services and may be subject to additional fees to be mutually agreed by the parties.
Out Of Pocket Expenses
All direct out-of-pocket expenses listed on Schedule A will be billed as incurred. Expenses associated with the bank accounts referenced in Schedule 2 of the Side Agreement will not be billed to Customer.
ACCEPTANCE
In witness whereof, the parties hereto have caused this Fee Letter to be executed by their respective officers, hereunto duly agreed and authorized, as of the effective date of this Fee Letter.
| On behalf of the BlackRock Closed-End Investment Companies listed on Appendix A of the Agreement | ||
| By: | /s/ Neal J. Andrews | |
| Name: | Neal J. Andrews | |
| Title: | Chief Financial Officer | |
| Date: | ||
| COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC.
On Behalf of Both Entities | ||
| By: | /s/ Martin J. McHale, Jr. | |
| Name: | Martin J. McHale, Jr. | |
| Title: | President, U.S. Equity Services | |
| Date: | 1-7-15 | |
Schedule A
Out of Pocket Expenses
Out of pocket expenses associated with, but not limited to, the following are not included in the fees quoted in this Fee Letter and are billable as incurred.
Postage (Outgoing and Business Reply)
Envelopes
Labels
Forms, Stationery and Proxy Cards
Fulfillment
Proxy Proof Set-up
Printing
Enclosing
Record Retention
Insurance Premiums (Mailing certificates)
Delivery and Freight charges (including overnight delivery; Airborne Express, FedEx, etc.)
Typesetting (proxy cards, due diligence mailings, etc.)
Destruction of excess/obsolete material
DTC trade transactions expenses (Treasury buybacks, etc.)
Custody Settlement charges
Telephone usage and line expenses
Please Note:
Other out of pocket expenses could be incurred depending on the services utilized.
Good funds to cover postage expenses in excess of $5,000 for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $5,000 will be billed as incurred.
SCHEDULE 2
SERVICE SCHEDULE
Section 1. Standard Services.
| 1.1 | General Services. The Transfer Agent shall perform the following services in accordance with procedures established from time to time by agreement between the Customer and the Transfer Agent: |
| (a) | issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account; |
| (b) | maintain Shareholder accounts, including but not limited to (i) establishing new accounts (ii) preparing and mailing W-9 solicitations for new accounts that do not have Tax Identification Numbers (iii) processing address changes (iv) processing Tax Identification Number changes (v) processing routine and non-routine transfers of ownership upon receipt of appropriate documentation (vi) posting debit and credit transactions (vii) responding to written Shareholder communications (viii) responding to Shareholder telephone inquiries (ix) placing and releasing stop transfers (x) Online access to Shareholder account information and services and (xi) Dividend Reinvestment Plan accounts and establish new participant accounts; |
| (c) | Computershare Inc. will prepare and transmit payments for dividends and distributions declared by the Customer, provided good funds for said dividends or distributions are received by Computershare Inc. on or prior to the scheduled payable date on or about 11:00 a.m. ET for said dividends or distributions; |
| (d) | act as agent for Shareholders pursuant to the Dividend Reinvestment Plan, and other investment programs, if any, as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party; |
| (e) | issue replacement book entry shares for those certificates alleged to have been lost, stolen or destroyed upon receipt from the respective Shareholder by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Customer harmless, absent notice to the Customer and the Transfer Agent that such certificates have been acquired by a bona fide purchaser. The Transfer Agent, at its option, may issue replacement book entry shares in place of mutilated stock certificates upon presentation thereof without such indemnity. Further, the Transfer Agent may at its sole option accept indemnification from a Customer to issue replacement book entry shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond; |
| (f) | Computershare Inc. will issue replacement checks and place a stop payment order on original checks based on a Shareholder’s representation that a check was not received or was lost, once the check has been verified as outstanding; |
| (g) | Execute and deliver the letter substantially in the form attached hereto as Appendix B of the Agreement, annually upon demand of the Funds; |
| (h) | At the Customer’s request, prepare and deliver standard reports; |
| (i) | Support and implement Customer corporate action instructions, issuance or distribution of Shares to Shareholders (e.g., instructions relating to Fund mergers, liquidations, name changes, etc.) (may be subject to additional fees); |
| (j) | Perform any other services typically provided by a transfer agent, dividend disbursing agent, dividend reinvestment plan agent, and other investment programs consistent with those requirements in effect as of the date of the Agreement; |
| (k) | Computershare Inc. will prepare, mail and file tax filings relating to the Services or the subject thereof, with the IRS and the States; and |
| (l) | Provide Additional Services to the Customer pursuant to the Agreement as shall be agreed in writing between the Customer and Computershare from time to time. |
In connection with the appointment set forth in the Agreement, Computershare shall ensure that (i) all of its operations utilized in providing Services and (ii) the provision of the Services, shall comply with the provisions of Schedules 9 and 10 of the Side Agreement.
| 1.2 | Reports and Information. Computershare shall provide the Funds with the reports specified in Schedule 6 of the Side Agreement within the periods of time prescribed in Schedule 6 of the Side Agreement and at no additional cost to the Funds, subject to the following limitations: |
| (a) | Addressing, enclosing and mailing to registered Shareholders Customer-provided materials three (3) times per annum |
| (b) | Preparing six (6) standard reports at the Customer’s discretion per annum |
Report distributions in excess of these limits may accrue additional costs.
| 1.3 | Communications to Shareholders. |
| (a) | Subject to receipt by Computershare of timely written instructions as appropriate, Computershare shall mail all communications by the Customer to Shareholders, including but not limited to: |
| (i) | Annual and semi-annual reports to Shareholders; |
| (ii) | Confirmations of sales of Shares; |
| (iii) | Monthly and/or quarterly statements including but not limited to cash and Dividend Reinvestment Plan detail statements, which shall be prepared by Computershare; |
| (iv) | Dividend(s) and distribution notices including Section 19 notices, which shall be prepared by Computershare Inc.; and |
| (v) | Tax form information including but not limited to Form 1099s, 1042 and State filings, which shall be prepared by Computershare Inc.. |
| (b) | Computershare shall provide electronic delivery of the Shareholder communications listed in Section 1.3(a) above to individual Shareholders, with the exception of Sections 1.3(a)(i) and (v), upon the satisfaction by individual Shareholders of all pre-requisite requirements for electronic delivery. |
| (c) | Computershare shall answer such correspondence from Shareholders, securities brokers and others relating to its duties hereunder and such other correspondence pursuant to written procedures. |
| (d) | Computershare Inc. will in accordance with IRS regulations, utilizing relevant information provided to Computershare in the ordinary course of performing the services provided for in the Agreement, report cost basis information to Shareholders on a first in, first out (“FIFO”) basis by tax year and Shares, except when a Shareholder requests such reporting to occur on another basis. |
| (e) | Computershare Inc. will in accordance with the Code, prepare and deliver year-end and other Federal tax forms to Shareholders based on transactions in Fund Shares and related actions taken by Shareholders with respect to their Fund accounts and file the related Federal tax reports with the IRS. |
| 1.4 | Dividend Disbursing Services. |
| (a) | Declaration of Dividends. Upon receipt by Computershare Inc. of written instructions containing all requisite information that may be reasonably requested by Computershare Inc., including payment directions and authorization, Computershare Inc. shall issue Shares in payment of the dividend or distribution, or, upon Shareholder election, pay such dividend or distribution in cash, if provided for in the Fund’s prospectus. |
| (b) | Tax Withholding. Computershare Inc. is authorized to deduct from all dividends declared by the Fund and disbursed by Computershare Inc., as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith. |
| (c) | Bank Accounts. All funds received by Computershare Inc. under the Agreement that are to be distributed or applied by Computershare Inc. in the performance of Services (the “Funds”) shall be held by Computershare Inc. “as agent for” Customer and deposited in one or more bank accounts to be maintained by Computershare Inc. in its name as agent for Customer. Until paid pursuant to the Agreement, Computershare Inc. may hold or invest the Funds through such accounts in: (a) obligations of, or guaranteed by, the U.S.; or (b) AAA rated money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940. Customer shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare Inc. in accordance with this paragraph, including any losses resulting from a default by any bank or financial institution. Computershare Inc. may from time to |
| time receive interests, dividends or other earnings in connection with such deposits or investments. Computershare Inc. shall not be obligated to pay such interest, dividends or earnings to Customer, any Shareholder or any other party. |
| (d) | In connection with dividend disbursing services, Computershare Inc. shall perform the following, as required from time to time: |
| (i) | reconciling paid and outstanding checks; |
| (ii) | All funds must be received by Computershare Inc. before or on dividend payable date on or about 11:00 a.m. Eastern Time via Federal Funds Wire. |
| (iii) | Dividend checks will be drawn on a Direct Deposit Account (DDA) set up by Computershare Inc. on behalf of the Customer. The funds received from the Customer will be immediately available on mailing date. |
| (iv) | processing and recordkeeping of accumulated uncashed dividends; and |
| (v) | performing the following duties listed below: |
| (1) | Withholding taxes from funds issued in connection with Shareholder Accounts as required by United States government regulations; |
| (2) | Reconciling and reporting taxes withheld, including additional 1099 reporting requirements, to the IRS; |
| (3) | Responding to Shareholder inquiries regarding taxes withheld; |
| (4) | Mailing to new accounts which have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding; |
| (5) | Performing Shareholder file adjustments to reflect certification of Accounts; |
| (6) | Providing sample 1099 DIVs to Customer for review, prior to mailing; |
| (7) | Providing signoff to Customer that mailing occurred prior to IRS imposed deadlines; |
| (8) | Responding to IRS notices and inquiries upon receipt from Customer; and |
| (9) | Preparing and filing applications for extension of time to file withholding tax forms with the IRS (if necessary). |
| 1.5 | Dividend Reinvestment Services. As administrator of the Customer’s original issue Dividend Reinvestment Plan, Trust Company shall: |
| (a) | Invest Dividend Reinvestment Plan purchases, up to fourteen (14) per annum, and execute reinvestment transactions of Dividend Reinvestment Plan participant accounts; |
| (b) | Process the termination and withdrawal requests; |
| (c) | Act as certificate depository; and |
| (d) | Execute market trades or issue shares within the timing allowed by the Fund’s Dividend Reinvestment Plan. Provide reporting to Customer for approval, as soon as practical after completion of the process. |
| 1.6 | Unclaimed Property and Lost Shareholders. The Transfer Agent shall report unclaimed property to each state in compliance with state law. The Transfer Agent shall direct filing of abandoned property by: |
| (a) | Processing and mailing due diligence notices to all qualifying Shareholder accounts in accordance with Computershare’s schedule of States’ due diligence and abandoned property filing requirements, also known as the “State Filing Matrix”; |
| (b) | Processing returned due diligence notices and remitting property to Shareholders prior to escheatment; |
| (c) | Preparing and filing preliminary and final abandoned property reports; |
| (d) | Preparing and filing payments for each State covering unclaimed funds as per a particular State’s requirements; |
| (e) | Issuing and filing book entry shares registered to the applicable State(s) representing returned (RPO) certificates and underlying share certificates; and |
| (f) | Retaining, or returning to the Customer upon the termination of the Agreement, as required by law or otherwise, records of property escheated to the several States and responding, after appropriate research, to Shareholder, Customer or state or federal regulator inquiries relating to same. |
| 1.7 | Lost Shareholder Services. The Transfer Agent shall perform the following services and shall comply with Rule l7Ad-17 promulgated under the 1934 Act for Lost Shareholders and Unresponsive Payees. |
| (a) | Code Shareholder Accounts as ‘lost’ when mail has been returned as undeliverable by the United States Postal Service |
| (b) | Identify lost Accounts eligible for SEC Mandated Searches |
| (c) | Perform electronic database searches in accordance with SEC requirements |
| (d) | Update Shareholder Account with a new address provided by search firm and remove lost status |
| (e) | Send SEC ADDRESS VERIFICATION NOTICE to Shareholders when a new address has been applied to the Account |
| (f) | Send SEC ADDRESS VERIFICATION NOTICE to Shareholders when the address search has provided the Account address of record as the most current (lost status not removed) |
| (g) | Reissue unclaimed property to Shareholders upon receipt of signed verification notice |
| (h) | Identify a Shareholder as an Unresponsive Payee if a check is sent to the Shareholder and is not negotiated: |
| (i) | before the earlier of the paying agent’s sending the next regularly scheduled check or |
| (ii) | the elapsing of six (6) months (or 180 days) after the sending of the not yet negotiated check |
| (i) | Provide written notification to each Unresponsive Payee with a non-negotiated check outstanding more than 180 days and valued at $25 or more, stating that the Unresponsive Payee has been sent a check that has not yet been negotiated. That notification must be provided no later than seven (7) months (or 210 days) after the sending of the not yet negotiated check. |
| 1.8 | In-Depth Shareholder Search. |
Pursuant to Section 7.3 of the Agreement, Customer hereby authorizes and instructs Transfer Agent to provide a Shareholder file or list of those Shareholders not located following the required Rule 17Ad-17 searches to any service provider administering any in-depth shareholder location program on behalf of, and authorized by, Customer. If Customer selects a locating service provider other than one selected by Transfer Agent, then Transfer Agent shall not be responsible for the terms of any agreement between such provider and Customer and additional fees that apply will be charged to the service provider.
| 1.9 | Proxy/Annual Meeting Services. The Transfer Agent shall perform the following services in accordance with procedures established from time to time by agreement between the Customer and the Transfer Agent: |
| (a) | Prepare one (1) set of files per fund per annum for delivery to the solicitation/proxy vendor selected by the Funds (the “Solicitation/Proxy Vendor”). |
| (b) | Receive back from the Solicitation/Proxy Vendor a file containing last contact date and/or address updates. |
| (c) | If files are to be delivered to a non-Computershare entity the then set fees per fund for sending and receiving files will be charged to the Customer. |
| 1.10 | Online Services. The on-line systems, described below, shall be available at least 23 hours a day, Monday – Friday (subject to Section B(3) of the KPI Document) provided further that the potential daily downtime shall not occur during normal business hours. Evening (6:00 p.m. to 8:00 a.m.) and weekend availability subject additionally to scheduled maintenance windows). Computershare shall: |
| (a) | Provide availability to “Issuer Online,” which provides access to Customer and Shareholder information administered by Computershare, which permits data management including accessing standard reports such as Top 10 - 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range. |
| (b) | Provide availability to “Investor Centre,” which provides Shareholder Account information, transaction capabilities, downloadable forms and FAQs. |
| (c) | Provide on-demand reporting to allow Customer to generate non-standard reports. |
| 1.11 | Correspondence and Complaints. |
| (a) | Retain electronic copies of manual correspondence letter output on Computershare Image system and make a copy available to Customer within 2 Business Days of a request. |
| (b) | Notify Customer of any complaint addressed to a Computershare or Customer executive, or from any regulatory agency (“Complaint”) within 2 Business Days of its identification. |
| 1.12 | Automated Clearinghouse (ACH) Services |
| (a) | Review data for accuracy and completeness |
| (b) | Mail cure letter to Shareholders with incomplete information |
| (c) | Code Accounts for ACH and performing pre-note test |
| (d) | Identify rejected ACH transmissions, mail dividend check and explanation letter to Shareholders with rejected transmissions |
| (e) | Respond to Shareholder inquiries concerning the ACH Program |
| (f) | Calculate on a monthly/quarterly basis the Share breakdown for ACH vs. other dividend payments and notifying the Company of funding amount for ACH transmissions and other payable date funds |
| (g) | Credit ACH designated bank accounts automatically on dividend payable date |
| (h) | Maintenance of ACH participant file, including coding new ACH Accounts |
| (i) | Process termination requests |
| (j) | Keep adequate records including retention of ACH documents |
| 1.13 | Direct Registration System Services |
| (a) | Register, issue and transfer DRS book-entry Shares |
| (b) | Issue DRS statements of holding |
| (c) | Provide Shareholders with the ability to sell Shares in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility |
| (d) | Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS sales facility |
| (e) | Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS sales facility, in accordance with the terms and conditions of the facility |
| (f) | Coordinate the mailing of advices to Shareholders |
| (g) | Accept and cancel certificated Shares and credit such Shares into a DRS position |
| 1.14 | Compliance with Laws. The Customer agrees the Transfer Agent is obligated to and the Transfer Agent agrees to comply with all applicable federal, state and local laws and regulations, codes, order and government rules in the performance of its duties under the Agreement. |
| 1.15 | U.S. Government List Matching Services. |
| (a) | Computershare will compare, as frequently as is consistent with industry best practice, Appropriate List Matching Data (as defined in Section 1.15(c) below) contained in Computershare databases which are maintained for the Fund pursuant to the Agreement (“Fund Data”) to “U.S. Government Lists”, which is hereby defined to mean the following: |
| (i) | data promulgated in connection with the list of Specially Designated Nationals published by the Office of Foreign Asset Control of the U.S. Department of the Treasury (“OFAC”) and any other sanctions lists or programs administered by OFAC to the extent such lists or programs remain operative and applicable to the Fund (“OFAC Lists”); |
| (ii) | data promulgated in connection with the list of Non-Cooperative Countries and Territories (“NCCT List”) published by the Financial Action Task Force; |
| (iii) | data promulgated in connection with determinations by the Director (the “Director”) of the Financial Crimes Enforcement Network of the U.S. Department of the Treasury that a foreign jurisdiction, institution, class of transactions, type of account or other matter is a primary money laundering concern (“PMLC Determination”); and |
| (iv) | data promulgated in connection with any other lists, programs or determinations (A) which Computershare determines to be substantially similar in purpose to any of the foregoing lists, programs or determinations, or Section 1.15(b) which Computershare and the Fund agree in writing to add to the service described in this Section 1.15(a). |
| (b) | In the event that following a comparison of Fund Data to a U.S. Government List as described in Section 1.15 (a) Computershare determines that any Fund Data constitutes a “match” with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, Computershare: |
| (i) | will notify the Fund of such match; |
| (ii) | will send any other notifications required by applicable law or regulation by virtue of the match; |
| (iii) | if a match to an OFAC List, will to the extent required by applicable law or regulation assist the Fund in taking appropriate steps to block any transactions or attempted transactions to the extent such action may be required by applicable law or regulation; |
| (iv) | if a match to the NCCT List or a PMLC Determination, will to the extent required by applicable law or regulation conduct a suspicious activity review of accounts related to the match and if suspicious activity is detected will deliver a suspicious activity referral to the Fund; |
| (v) | if a match to a PMLC Determination, will assist the Fund in taking the appropriate special measures imposed by the Director; and |
| (vi) | will assist the Fund in taking any other appropriate actions required by applicable law or regulation. |
| (c) | “Appropriate List Matching Data” means (i) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data determined by Computershare in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 1.15(c), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 1.15(c). |
| 1.16 | Red Flags Services. |
| (a) | The provisions of this Section 1.16 (the “Red Flags Section”) shall apply in the event the Fund elects to receive the “Red Flags Services”, which are hereby defined to mean the following services: |
| (i) | Computershare will maintain written controls reasonably designed to detect the occurrence of Red Flags (as defined below) in connection with: |
| (1) | account opening and other account activities and transactions conducted directly through Computershare with respect to Direct Accounts (as defined below), and |
| (2) | transactions effected directly through Computershare by Covered Persons (as defined below) in Covered Accounts (as defined below). Such controls, as they may be revised from time to time hereunder, are referred to herein as the “Controls”. Solely for purposes of the Red Flags Section, the capitalized terms below will have the respective meaning ascribed to each: |
“Red Flag” means a pattern, practice, or specific activity or a combination of patterns, practices or specific activities that may indicate the possible existence of Identity Theft (as defined below) affecting a Registered Owner (as defined below) or a Covered Person.
“Identity Theft” means a fraud committed or attempted using the identifying information of another person without authority.
“Registered Owner” means the owner of record of a Direct Account on the books and records of the Fund maintained by Computershare as registrar of the Fund (the “Fund Registry”).
“Covered Person” means the owner of record of a Covered Account on the Fund Registry.
“Direct Account” means an Account established directly with and through Computershare as a registered account on the Fund Registry and through which the owner of record has the ability to directly conduct account and transactional activity with and through Computershare.
“Covered Account” means an Account established by a financial intermediary for another as the owner of record on the Fund Registry and through which such owner of record has the ability to conduct transactions in Fund shares directly with and through Computershare.
“Account” means (1) an account holding Fund Shares with respect to which a natural person is the owner of record, and (2) any other account holding Fund Shares with respect to which there is a reasonably foreseeable risk to the particular account owner’s customers from identity theft, including financial, operational, compliance, reputation, or litigation risks.
| (ii) | Computershare will provide the Fund with a copy of the policy and procedures and controls. |
| (iii) | Computershare will notify the Fund of Red Flags that it detects and reasonably determines to indicate a significant risk of Identity Theft to a Registered Owner or Covered Person (“Possible Identity Theft”) and assist the Fund in determining the appropriate response of the Fund to the Possible Identity Theft. |
| (iv) | Computershare will (A) engage an independent auditing firm or other similar firm of independent examiners to conduct an annual evaluation of the Controls and issue a report on the results of the evaluation (the “Evaluation Report”), and (B) furnish a copy of the Evaluation Report to the Fund; and |
| (v) | On a Quarterly basis issue a certification in a form determined to be appropriate by Computershare in its reasonable discretion, certifying to Computershare’s continuing compliance with the Controls after the date of the most recent Evaluation Report. |
| (b) | The Fund agrees it is responsible for complying with and determining the applicability to the Fund of Section 615(e) of the Fair Credit Reporting Act of 1970, as amended in 2010, and regulations promulgated thereunder by the SEC (the “Red Flags Requirements”), for determining the extent to which the Red Flags Services assist the Fund in complying with the Red Flags Requirements, and for furnishing any supplementation or augmentation to the Red Flags Services it determines to be appropriate, and that Computershare has given no advice and makes no representations with respect to such matters. This Red Flags Section shall not be interpreted in any manner which imposes a duty on Computershare to act on behalf of the Fund or otherwise, including any duty to take any action upon the occurrence of a Red Flag, other than as expressly provided for in this Red Flags Section. The Controls and the Red Flags Services may be changed at any |
| time and from time to time by Computershare in its reasonable sole discretion to include commercially reasonable provisions appropriate to the Red Flags Requirements, as they may be constituted from time to time and Computershare shall provide notice to the Fund of such changes as soon as reasonably practicable under the circumstances. |
SCHEDULE 3
KEY PERFORMANCE INDICATORS
Unless specifically defined in this Schedule 3 or specifically defined by reference to an Appendix or Schedule, capitalized terms used in this Schedule 3 shall have the meaning assigned to them in the Agreement.
A) Certain Definitions.
“BlackRock” means, as the context requires, all Funds considered collectively or the Fund or Funds relevant to the particular context.
“BlackRock Legal and Compliance” means the group of individuals designated by the Funds and communicated to Computershare’s Customer Service Officer in writing as responsible for the oversight of the Funds’ related programs under the USA PATRIOT Act.
“Business Day” means a day the NYSE is open for business.
“Emergency Service” means Computershare’s performance of a service, activity or conduct requested by one or more Funds which is not provided for in the Agreement.
“Financial Transactions” means a redemption received by Computershare in good order.
“Green Zone” means the performance level in the column of the KPI Table titled “Green Zone”.
“Impacted Service Performance” has the meaning set forth in Section B(3) of this KPI Document.
“KPI Component” means a service level standard component outlined in the KPI Table in Section C of this KPI document.
“KPI Document” means this Key Performance Indicators document.
“Month” means a calendar month.
“Monthly Applicable Fees” means with respect to a given Month, the aggregate fees owed by the Funds pursuant to the section of the Fee Letter entitled “Transfer Agent and Registrar Fee” for that Month.
“Monthly Minimum” means the minimum number of transactions per Month that must be processed in each KPI Component in order to be eligible for the Service Fee Credit in Section D of this KPI document, to the extent noted in the KPI Table..
“Non-Financial Transactions” means the certificate stops, certificate replacement via book entry shares and addition of information or changes to information in Fund accounts of Shareholders.
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“Non-Routine Correspondence” means correspondence types not defined by the SEC as regulated pursuant to Rule 17Ad-5.
“Non-Routine Transactions” means transfer types which require, include, or involve any of the conditions defined by Rule 17Ad-l(i)(l)-(8).
“NYSE” means the New York Stock Exchange.
“Red Zone” means the performance level in the column of the KPI Table titled “Red Zone”.
“Routine Correspondence” means correspondence types defined by the SEC as regulated pursuant to Rule 17Ad-5.
“Routine Transactions” means transfer types which do not require, include, or involve any of the conditions defined by 17Ad-l(i)(l)-(8).
“Service Fee Credit” has the meaning set forth in Section D(l) of this KPI Document.
“Subsequent Invoice” means, in connection with a Service Fee Credit, the invoice sent by Computershare to the Funds for the Month after the Service Fee Credit Amount is owed.
“Transactions” means Financial Transactions and Non-Financial Transactions, collectively.
“Yellow Zone” means the performance level in the column of the KPI Table titled “Yellow Zone”.
B) General Terms and Conditions.
| 1) | All times expressed in this KPI Document are Eastern Time. |
| 2) | The words “the Funds” when used in this KPI Document shall mean, without further specification or clarification of any nature, “the Funds considered collectively as a whole and not individually”. |
| 3) | If the occurrence of any of the events, circumstances, or conduct listed immediately below adversely impacts Computershare’s performance of a KPI Component listed in the KPI Table in Section C, below (such as by causing interference with or delaying Computershare’s normal performance of an activity, increasing demand for resources or reducing the availability of resources) and Computershare provides reasonable proof of such adverse impact (an “Impacted Service Performance”!, then if in the Month that the Impacted Service Performance occurs, Computershare’s performance of the KPI Component represented by the Impacted Service Performance falls within the Red Zone for the relevant KPI Component as a result of that/those Impacted Service Performance(s), then the Month shall be skipped (deemed not to have occurred) for purposes of determining Service Fee Credits, provided that, with respect to (iv) no such Month shall be skipped unless the parties have agreed in writing in advance of such occurrences for the KPI or KPIs that may be so impaired; |
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| i) | Any breaches of the Agreement by a Fund, any negligent conduct or errors of a Fund, or any failure of a Fund to perform in accordance with standard for the mutual fund industry or which is needed for the performance by Computershare of any KPI Component in accordance with applicable performance standards; |
| ii) | An Event Beyond Reasonable Control (as defined in Section 7 of the Agreement), provided Computershare satisfies the condition specified in the last sentence of Section 7.5 of the Agreement; |
| iii) | Errant Data; |
| iv) | Any performance by Computershare of an Emergency Service; and/or |
| v) | The average volume of transactions or inquiries significantly increases as a result of outside factors or unforeseen circumstances for which Computershare is not the proximate cause. |
| 4) | Computershare acknowledges that the Funds regard KPI performance in the Yellow Zone to be less than satisfactory to the Funds, and in the event performance of a KPI is reported within that KPI’s Yellow Zone, Computershare will increase its oversight of the performance of that KPI activity with the goal of increasing performance to that KPI’s Green Zone level. |
C) KPI Table.
The service level standards in the following table (the “KPI Table”) will be monitored and measured on a Monthly basis and all KPI metrics will be reported to BlackRock (including KPI’s that do not meet the “Monthly Minimum” set forth in the KPI Table). For KPI’s that include multiple process measurements to calculate the KPI percentage, if one of the process measurements does not meet the applicable monthly minimum, then the calculation is based solely on the remaining process measurement for that specific KPI, if such remaining process measurement meets the applicable monthly minimum.
| KPI # |
KPI Description |
Service Description |
Monthly Minimum |
Calculation |
Green Zone |
Yellow Zone |
Red Zone | |||||||
| 1 | Telephone inquiries – abandoned rate | Achieve abandoned call rate on average each Month. | N/A | Calls abandoned over 20 seconds, divided by total calls in Month. | £2% | >2 to £2.5% |
>2.5% | |||||||
| 2 | Telephone customer service level | Achieve telephone customer service level on average each Month | N/A | Calls answered under 20 seconds + calls abandoned under 20 seconds, divided by total calls in Month. | ³85% | <85% to >80% | £80% | |||||||
| 3 | Processing of Financial Transactions in a timely manner | Financial Transaction timeliness. Processed within 5 Business Days of receipt. | 35 | Number of Financial Transactions processed within 5 Business Days divided by number of Financial Transactions received for the Month. | ³98% | <98 to ³97% |
<97% |
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| 4 | Distribution Output | ACH payments released by Computershare on Payable Date
Checks mailed on Payable Date |
N/A | Total percentage of distribution ACH payments released on Payable Date per month.
Total percentage of distribution checks mailed on Payable Date per month.
The final KPI percentage is a combined average of the above. |
=100% | <100 to £99% |
<99% | |||||||
| 5 | Non-Financial Transactions Timeliness | Non-Financial Transactions processed within 5 Business Days | 35 | Number of Non-Financial Transactions processed within 5 Business Days divided by total number of Non-Financial Transactions received for the Month. | ³99% | <99% to ³97% |
<97% | |||||||
| 6 |
Routine Transactions |
Routine Transactions processed within 3 Business Days | 35 | Number of Routine Transactions processed within 3 Business days divided by total number of Routine Transactions received for the Month.
|
³98% | <98 to ³97% |
<97% | |||||||
| Non-Routine Transactions |
Non-Routine Transactions processed within 10 Business Days | 35 | Number of Non-Routine Transactions processed within 10 Business days divided by total number of Non-Routine Transactions received for the Month.
The final KPI percentage is a combined average of the above. |
|||||||||||
| 7 | SEC Routine Correspondence |
Routine Correspondence processed within 5 Business Days | 35 | Number of Routine Correspondence items processed within 5 Business days divided by total number of Routine Correspondence items received for the Month.
|
³98% | <98 to ³97% |
<97% | |||||||
| SEC Non-Routine Correspondence |
Non-Routine Correspondence processed within 10 Business Days | 35 | Number of Non-Routine Correspondence items processed within 10 Business days divided by total number of Non-Routine Correspondence items received for the Month.
The final KPI percentage is a combined average of the above. |
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| 8 | Shareholder communications |
Make the Shareholder statements available online within 5 Business Days from statement production end period
Complete the Shareholder Regulatory Report Mailings within 5 Business Days of receipt of the reports. BlackRock to provide expected receipt date in advance.
Complete Year-end 1099DIV tax form mailings by the IRS deadlines.
Complete Check mailings for redemptions on T+4
Complete Shareholder letters mailing within the agreed upon timeframe for each mailing |
N/A | The number of mailing items completed for each category in the target timeframe divided by the total mailing items for each category for Month.
The final KPI percentage is a combined average of the above. |
=100% | <100% to ³95% |
<95% | |||||||
| 9 | Regulatory Reporting Oversight |
Notice of OFAC matches – provided to BlackRock Legal and Compliance as generated within 2 Business Days. | N/A | Total number of regulatory items provided within the specified timeframes divided by the total number of regulatory items and or reports sent within the Month. | 100% | <100% to ³95% |
<95% | |||||||
| 10 | System availability | Ensure SCRIP system is available for update of Shareholder records and trade processing. | N/A | Availability shall be measured by dividing the aggregate time of Unscheduled Outage periods (defined below) for a given Month by the total amount of Committed Time (defined below) available for that Month. An “Unscheduled Outage” shall mean any outage that is not a | ³99.5% | <99.5% to ³98% |
<98% |
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| “Scheduled Outage”. “Committed Time” shall mean, as to each Business Day, one hour before the trading session for that day is scheduled to open on the NYSE and one hour after the trading session on the NYSE for that day finally closes, but excluding the following periods of Scheduled Outage (defined below). A “Scheduled Outage” shall mean (1) those time periods from 12 AM Saturday to 6:00 AM Sunday each week and 11:00 PM to 12:00 AM daily, during which Computershare’s System maybe unavailable due to routine maintenance; and (2) any time period as to which Company has received prior notice. |
D) Service Fee Credits.
| 1) | Service Fee Credits. |
Except as otherwise provided in this KPI Document, BlackRock shall be entitled to a Service Fee Credit applied against the Monthly Applicable Fees when Computershare fails to meet any 1 (or more) of the KPI Components set forth in the Red Zone detailed as follows:
| Number of continuous Months the same KPI Component set forth in the Red Zone has not been met |
Credit of Monthly fees (per KPI Component in Red Zone) |
|||
| 1 |
$ | 0 | ||
| 2 |
$ | 1,500 | ||
| 3 or more |
$ | 2,500 | ||
| a. | A service fee credit owed by Computershare under Section D(l) of this KPI Document is referred to herein as a “Service Fee Credit”. |
| b. | Computershare’s obligation to pay any Service Fee Credits shall be determined, and if owed, calculated, with respect to individual Months. With respect to any Month, if Computershare shall owe a Service Fee Credit amount pursuant to the terms of this KPI Document, such Service Fee Credit(s) shall be included on the Subsequent Invoice. |
| 2) | Service Fee Credits shall not apply to the first three full Months that the Agreement is effective. |
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SCHEDULE 4
GOVERNANCE
| 1. | GENERAL MATTERS. |
| 1.1 | Unless specifically defined in this Schedule 4 or specifically defined by reference to an Appendix or Schedule, capitalized terms used in this Schedule 4 shall have the meaning assigned to them in the Agreement. |
| 1.2 | The Fund and Computershare acknowledge that meaningful interactions between senior members of their respective organizations, in addition to the meetings set forth in Section 3, may be mutually advantageous. |
| 1.3 | This Schedule 4 is intended to set out a process by which the Fund may: |
| (i) | Discuss the activities of Computershare contemplated by the Agreement, including without limitation: |
| (A) | performance of the Services generally and performance of Services subject to the service level standards included in the KPI Table (as defined in Schedule 3): |
| (B) | activities that occur in accordance with Schedule 2 but solely to assist the Fund Agent (as defined in Schedule 2) in performing the role of Fund Agent; and |
| (C) | issues and concerns arising in connection with such activities; |
| (ii) | Disseminate information to Computershare above and beyond that furnished to Computershare in the ordinary course of business that may be useful to Computershare in performing its obligations under the Agreement; and |
| (iii) | Discuss potential improvements and refinements to the Services, including the development of new or improved technologies and processes that could be implemented. |
| 2. | RELATIONSHIP TEAMS |
| 2.1 | Certain Definitions: |
“BlackRock Oversight Team” means the individuals listed in the table at Section 2.2 (including as it may be revised pursuant to Section 2.3) as the Head of Domestic Shareholder Services and TA Oversight Director for the Funds.
“BlackRock Relationship Team” means the individuals listed in the table at Section 2.2 (including as it may be revised pursuant to Section 2.3) under the heading BlackRock Relationship Team.
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“Computershare Relationship Team” means the individuals listed in the table at Section 2.2 (including as it may be revised pursuant to Section 2.3) under the heading Computershare Relationship Team.
“Computershare Service Team” means the individuals listed in the table at Section 2.2 (including as it may be revised pursuant to Section 2.3) as the Relationship Executive, the Senior Customer Service Officer and the Customer Service Officers of Computershare.
“Relationship Teams” means the BlackRock Relationship Team and the Computershare Relationship Team considered collectively, whether used in the singular or the plural number.
| 2.2 | Each Fund hereby authorizes each individual member of the BlackRock Relationship Team to represent the Fund on all matters reasonably related to this Schedule 4, and, on its behalf, to communicate with Computershare; Computershare may rely on any communication from an individual member of the BlackRock Relationship Team as a communication directly from a Fund and may rely on this authorization. Furthermore, the Fund may provide Computershare with lists of other authorized persons from time to time and shall indicate the authority granted to each such person in sufficient detail to provide reasonable guidance to Computershare. |
| Relationship Teams | ||
| BlackRock Relationship Team | ||
| Fund Position |
Name of Individual Filling Position | |
| Global Head of TA Services | Daniel J. Schwieger | |
| Head of Domestic Shareholder Services | Lisa A. Hill | |
| TA Oversight Director | John Sebulsky | |
| Lead for Global Provider Services | Georgia A. Plevritis, Dawn Ferrotta, Jennifer Scharnitz, Matthew Luongo, Sharmane Fleming, Sharon Fucci, Lynn Louie, Fran Gero, Paul Mickle | |
| Computershare Relationship Team | ||
| Computershare Position |
Name of Individual Filling Position | |
| Business Head | Steven Rothbloom | |
| Business Executive | Jay McHale | |
| Relationship Executive | Mike Lang | |
| Senior Customer Service Officer | Tyler Haynes | |
| Customer Service Officers | Jen Bridges, Jeff Almeida, Angela Dray | |
| 2.3 | Each party will promptly notify the other party in writing of any changes to their respective Relationship Teams. |
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| 2.4 | Any of Computershare’s Customer Service Officers shall constitute the initial escalation points for the Fund to seek prompt attention to significant issues relating to the delivery of the Services. |
| 2.5 | Computershare agrees to consider any evaluations of the members of its Relationship Team provided to it in writing by the Fund but retains the right to appoint members of its Relationship Team in its sole and absolute discretion. |
| 3. | GOVERNANCE MEETINGS |
Without modifying in any manner any provision of the Agreement that requires the parties to communicate in a particular manner:
| 3.1 | Periodic Review Meetings. |
| (a) | Such members of the BlackRock Relationship Team and the Computershare Relationship Team as may reasonably be deemed appropriate by agreement of the parties, shall meet periodically, either in person or telephonically, (such meeting being the “Review Meeting”) to discuss the matters that the Fund or Computershare may reasonably request to include in the agenda for the particular meeting, including without limitation the following: |
| (i) | Computershare’s performance of Services generally and of the Services subject to the service level standards included in the KPI Table (as defined in Schedule 3): |
| (ii) | Issues that may impact Computershare’s performance, or the Fund’s receipt, of the Services or other issues affecting the relationship of Computershare and the Fund generally; |
| (iii) | Financial management of the Agreement; |
| (iv) | Service Fee Credits (as defined in Schedule 3) and issues arising from them; |
| (v) | Matters arising under any Schedule; |
| (vi) | Performance of each party’s respective obligations and responsibilities under and in accordance with the Agreement. |
| (b) | If a relevant member of a Relationship Team is unable to attend a particular Review Meeting, the party that person represents may send another person (to be designated in advance) in such person’s place. In these circumstances, the parties agree to send only representatives who have the necessary power and authority to conduct and advance discussions in good faith at the appropriate level with respect to matters on the agenda for such Review Meeting. |
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| (c) | The parties will use reasonable efforts at each Review Meeting to agree upon the date and time for the next Review Meeting. |
| (d) | The parties will use reasonable efforts to submit proposed agenda items to each other reasonably in advance of each scheduled Review Meeting. |
| (e) | The parties will use reasonable efforts to submit draft papers and appropriate supporting documents, as relevant, to each other reasonably in advance of each scheduled Review Meeting. |
| (f) | Computershare shall, to the extent agreed upon by the parties at the particular Review Meeting, take notes on major discussion points that occurred at the meeting on matters mutually designated by the parties, including without limitation, to the extent mutually identified, action items and timelines with major milestones, and distribute the notes to all participants in the particular Review Meeting within a reasonable period following the meeting. Computershare shall discuss the distributed notes to the extent reasonably requested by the Fund, shall revise the distributed notes following such discussions to the extent it determines in its discretion to do so, and shall distribute any notes so revised to all participants in the particular Review Meeting. The Fund may distribute to all participants in the particular Review Meeting its own notes with respect to matters addressed by Computershare’s notes. |
| (g) | Reasonably in advance of a scheduled Review Meeting, Computershare shall distribute an agenda for the particular Review Meeting (with respect to Fund agenda items, to the extent it has received such from the Fund), materials reasonably requested by the Fund or reasonably determined by Computershare to be appropriate for the meeting, and, to the extent required by agreement of the parties at the prior Review Meeting, information that describes in reasonable detail the status of specified action items. The Fund may distribute to all participants in a scheduled Review Meeting materials that it reasonably determines to be appropriate for the meeting. |
| 3.2 | Operational Meetings. |
| (a) | As mutually agreed upon, the parties will meet by conference telephone to discuss any day-to-day operational matter of interest (the “Operational Meeting”) that the Fund or Computershare may reasonably request to include in the agenda for the particular meeting, including without limitation the following: |
| (i) | As reasonably requested by the Fund giving it an opportunity to ask questions, give information and provide opinions with respect to the day-to-day services provided by Computershare, support needs of the Fund, and activities contemplated by Schedule 2. |
4
| (ii) | Computershare’s capacity and capabilities for expanding and enhancing the Services; |
| (iii) | Fund priorities and strategy; and |
| (iv) | Changes in Applicable Law and other regulatory issues; |
| (b) | In the event the Fund or Computershare requests of the other party that it meet other than in a meeting described elsewhere in this Section 3 on urgent operational or service-related matters and the other party agrees, then: |
| (i) | The meetings will involve the Fund and Computershare representatives as agreed upon by the parties with appropriate levels of knowledge and seniority to discuss the matters with respect to which the meeting will be held and to make commitments (in his or her sole discretion) on behalf of the party represented; |
| (ii) | The parties will use reasonable efforts provide relevant information reasonably requested by the other party prior to or at the meeting; |
| (iii) | Subsequent to each meeting the parties will use reasonable efforts to distribute all materials they agreed to provide during the meeting within the time periods they agreed to provide them, including for example a list of the issues, discussion points, action items and timelines. |
| 3.3 | Other Meetings. |
| (a) | Annual Due Diligence Meeting. Once each calendar year the parties will meet to provide the Fund an opportunity to ask questions, give information and provide opinions with respect to, and to examine to the extent expressly granted by the Agreement: regulatory and operating risk issues, Computershare’s controls framework, on-going compliance of the Services and any significant breaches or trends about which the Fund or Computershare are concerned. |
| (b) | User Group Meetings. To the extent Computershare plans and holds meetings between the personnel who manage its technology products and the clients who use particular technology products, if applicable Computershare will provide the Fund with reasonable advance notice of such meetings and invite the Fund to attend. |
| (c) | Chief Compliance Officer (CCO) Forum. To the extent Computershare plans and holds meetings between its clients and the personnel who manage its compliance services and other support services of interest to Chief Compliance Officers of its clients, Computershare will provide the Fund with reasonable advance notice of such meetings and invite the Fund to attend. |
5
| (d) | Computershare Service Team and BlackRock Oversight Team. Such members of the BlackRock Oversight Team and the Computershare Relationship Team as may reasonably be deemed appropriate by agreement of the parties will, upon the reasonable request of the other, meet to discuss in good faith operational matters. |
| (e) | Facilitated Contact. BlackRock’s TA Oversight Director and Computershare’s Relationship Executive will, upon the reasonable request of the other, facilitate direct contact between appropriate Fund personnel and appropriate Computershare personnel with respect to operational matters that both individuals reasonably agree require direct contact between operational personnel in addition to that which occurs in the ordinary course of business. |
| 3.4 | High Level Contacts. Both parties agree to communication between BlackRock’s Head of Domestic Shareholder Services and Computershare’s Business Executive on an as-needed basis. |
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SCHEDULE 5
BUSINESS CONTINUITY PLANNING/DISASTER RECOVERY
| 1. | Business Continuity Plans/Disaster Recovery |
Computershare shall maintain a Business Continuity Plan for the Services and execute the Business Continuity Plan in the event of any unplanned or anticipated interruption of the Services consistent with the provisions set forth in this Schedule 5 (“Schedule”). Computershare shall provide BlackRock with a summary of the business continuity process, Exhibit A of this Schedule, in accordance with Section 19 of the Agreement. Computershare shall provide BlackRock with its periodic disaster recovery exercise attestation letters as soon as available, and at a minimum at least annually.
If Computershare fails to reinstate the Services within the recovery times set forth in this Schedule, BlackRock may, in addition to other remedies available hereunder, at its sole discretion, immediately terminate the Agreement as a non-curable default under Section 16.3(b) of the Agreement. The force majeure and Section 7.5 terms of the Agreement do not remove or diminish Computershare’s obligation to deliver the recovery service levels described herein.
| 2. | Business Continuity Service Levels |
Computershare will comply with all Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) as defined in this Schedule.
Recovery capacity shall equal the normal service levels defined in the Agreement.
The continuity service levels apply regardless of the number of other customers Computershare is obligated to service during any such interruption of Service.
| 3. | Business Continuity Plan Maintenance and Exercising |
Review and testing of Computershare’s business continuity plans shall occur at least annually. Computershare shall develop a plan to remedy any failures or anomalies identified during testing.
| 4. | Notification |
Computershare shall promptly notify the Fund (i) in the event the Business Continuity Plan is executed for any Services or work locations supporting the Fund, or (ii) Computershare’s Customer Service Officer (as defined in Schedule 4 of the Side Agreement) becomes aware that it is reasonably likely that the Business Continuity Plan will be executed. Each party shall maintain at all times identified points of contact for the purpose of requesting information and obtaining the detailed, up-to-date status of the other party’s progress and ongoing actions during disasters which require execution of the Business Continuity Plan (“Plan Contacts”). Computershare’s lead Customer Service Officer (as defined in Schedule 4
of the Side Agreement) for the Fund shall be responsible for coordinating Computershare’s communication with the Fund regarding the Business Continuity Plan, including, without limitation, recovery testing and implementation of recovery procedures. Each party shall notify the Plan Contacts of the other party in writing (e-mail shall constitute a writing for this purpose) of any changes to the Plan Contacts or any updates to their contact information.
Annually or upon request of the Fund as part of any annual site visit conducted by the Fund, Computershare will provide the following documentation to the Fund to evidence compliance of the Business Continuity Plan with the requirements of this Agreement:
| (a) | a written summary schedule of Business Continuity Testing Events (as defined immediately below); |
| (b) | a written summary of testing performed, including, but not limited to, identification of any significant challenges experienced in the testing and actions taken or planned to address such challenges; and |
| (c) | a written summary of any material changes to the Business Continuity Plan or related procedures reasonably expected to be implemented during the year following the site visit. “Business Continuity Testing Events” means an annual call tree test, annual alternate site recovery and semi-annual application test for recovery objective. |
| 5. | Business Continuity Service Levels |
Recovery Time Objective (RTO) is the time period (objective) it takes to switch over to the disaster recovery site once Computershare makes the decision to switch over. The aim is to have a fully functional system within that time frame.
Recovery Point Objective (RPO) is the point in time before the disaster that Computershare can recover to. Computershare will comply with all Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) provided by the Customer Service Officer from time to time. The RTO and RPO as of the Effective date are set forth below:
| • | “RPO” recovery time will be within four (4) hours, subject to Computershare’s ability to access at least one (1) of its data centers. |
| • | “RTO” recovery time will be within twenty-four (24) hours, subject to Computershare’s ability to access at least one (1) of its data centers. |
Recovery capacity shall equal the normal service levels defined in the Agreement. The continuity service levels apply regardless of the number of other customers Computershare is obligated to service during a disaster.
| 6. | In the event that the Fund (or the Fund’s investment adviser) implements or updates its business continuity and/or disaster recovery plan, Computershare shall provide all reasonable assistance to the Fund as may be requested. |
EXHIBIT A (CPU Executive Summary)
SCHEDULE 6
REPORTS AND INFORMATION
| Report |
Frequency | |||
| 1. | Distribution Funding Grids | By the 5th Business day after record date, but no later than 1 Business Day before payable date | ||
| 2. | DRP Trade Summaries | Daily during DRIP cycle | ||
| 3. | DRP Recap Report | Daily during the DRP cycle, as funds issue shares and finish purchasing | ||
| 4. | Late Term Report | On Payable + 1 | ||
| 5. | DRP Analysis Grid | As soon as practical after all funds have completed the DRP process | ||
| 6. | Shares Outstanding Report | Weekly, every Monday, as of the previous business day and on month end | ||
| 7. | Number of Registered accounts | Monthly by the 5th Business Day | ||
| 8. | Affiliate Reporting | Monthly by the 5th Business Day | ||
| 9. | Monthly Score Card | Monthly by the 15th Business Day | ||
| 10. | 38a-l Certification | Quarterly | ||
| 11. | Pre-escheatment list of at risk accounts | With commercially reasonable advance notice of each escheatment cycle | ||
| * | Computershare agrees to provide such other reports (including but not limited to ad hoc reports) as shall be requested by the Fund from time to time. |
SCHEDULE 7
POST-TERMINATION SERVICES EXTENSION AND DECONVERSION SERVICES
| 1. | GENERAL TERMS. |
| 1.1 | Unless specifically defined in this Schedule 7 or specifically defined by reference to a Schedule, capitalized terms used in this Schedule 7 shall have the meaning assigned thereto in the Agreement. |
| 1.2 | Computershare shall communicate on all Deconversion matters solely with the Deconversion Fund, Computershare shall not be obligated to act on any communication relating to a Deconversion matter if the communication does not come directly from the Deconversion Fund, and Computershare may rely on any communication from the Deconversion Fund as a communication directly from the Fund. On all Deconversion matters, the Fund hereby authorizes the Deconversion Fund to communicate with Computershare on its behalf and to enter into legally binding agreements with Computershare regarding Deconversion matters and Computershare may rely on this authorization. |
| 1.3 | The Deconversion Fund and Computershare’s Customer Service Officer (as defined in Schedule 4 of the Side Agreement) shall constitute the principle points of contact between the Deconversion Fund and Computershare with respect to Deconversion matters. |
| 1.4 | Notices required or permitted to be given under this Schedule 7 shall be governed by Section 20.1 of the Agreement, unless specifically provided otherwise in this Schedule 7. |
| 2. | CERTAIN DEFINITIONS. |
“Deconversion” means the collaborative process of transferring Shareholder files and records related to the Funds from the Computershare system to the processing system of the Replacement Provider.
“Deconversion Activities” means any activities of Computershare, including without limitation all Deconversion Services, associated with any transfer or movement of files, records, materials or information or a conversion thereof to the Replacement provider.
“Deconversion Commencement Date” means the date that Computershare begins sending files regarding the Deconversion Fund to the Replacement Provider.
“Deconversion End Date” means the final expiration date of the Agreement with respect to a Deconversion Fund.
“Deconversion Fund” means the particular Fund or Funds that are deconverting.
“Deconversion Services” means the Computershare services described by Sections 4.2 through 4.7, as may be amended from time to time.
“Funds Termination Notice” means a termination notice sent by the Fund pursuant to Section 16 of the Agreement satisfying all terms of the provision pursuant to which it was sent.
“Computershare Termination Notice” means a termination notice sent by Computershare pursuant to Section 16 of the Agreement satisfying all terms of the provision pursuant to which it was sent.
“Replacement Provider” means the entity designated by the Deconversion Fund in a written notice received by a Customer Service Officer as the successor service Provider for such Deconversion Fund.
“Termination Notice” means a Funds Termination Notice or a Computershare Termination Notice.
| 3. | NOTIFICATIONS REGARDING DECONVERSIONS. |
| 3.1 | Deconversion Services. |
| (a) | In the event Computershare receives a Funds Termination Notice or the Fund receives a Computershare Termination Notice, Computershare shall provide Deconversion Services with respect to termination of the Agreement or Services being terminated, as the case may be, subject to the particular Termination Notice. |
| (b) | A Deconversion Notice shall in all cases be conclusively presumed to request that the Deconversion Activities be completed as of the Deconversion End Date. |
| 4. | THE DECONVERSION SERVICES. |
| 4.1 | Computershare shall undertake commercially reasonable efforts, subject to the further provisions of Section 5, to perform the Deconversion Services subject to the good faith and commercially reasonable cooperation of the Replacement Provider and the Deconversion Fund in such efforts. |
| 4.2 | Computershare will cooperate in good faith with the Deconversion Fund and Replacement Provider to advise them with respect to their creation of a Deconversion plan, including without limitation advice with respect to objectives, feasible timelines and significant milestones, specifications and requirements supported by Computershare, master files and balancing reports typically furnished by Computershare in deconversions, and to reasonably assist in the manner customary for terminating service providers in the execution of reasonable action items in the Deconversion plan. |
| 4.3 | Computershare will provide a certification letter on the first business day following the Deconversion End Date verifying key system totals including: |
| (i) | Total Issued and outstanding shares |
| (ii) | Current year distributions, and withholding |
| 4.4 | Computershare will reasonably cooperate with the Deconversion Fund and Replacement Provider in their efforts, as may be requested, to create a document which maps the transfer of responsibility for applicable transfer agent functions from Computershare to the Replacement Provider, including, but not limited to: |
| (i) | Uncashed checks |
| (ii) | Shareholder mail |
| (iii) | ACH returns |
| (iv) | Misdirected wires |
| (v) | Open control reconciliation items |
| (vi) | RPO and escheat items |
| (vii) | Civil penalties |
| (viii) | W-9 forms and W-8 forms |
| (ix) | Tax reporting |
| (x) | Shareholder confirmations and statements |
| (xi) | Research items |
| (xii) | Correspondence items |
| (xiii) | Fulfillment items |
| (xiv) | Adjustments |
| (xv) | Shareholder servicing (call center) |
| (xvi) | Control reporting and settlement |
| 4.5 | In connection with a reasonable number of a “dress rehearsals” or “mock deconversions” reasonably requested by the Replacement Provider prior to the Deconversion End Date, Computershare will provide a master file and balancing report for each Deconversion Fund customary for a deconversion to the Replacement Provider in closed-end fund/equity transfer agent format and specifications, and provide the Replacement Provider with the customary assistance of a transferring service provider in such “dress rehearsals” or “mock deconversions”. The Customer shall pay for each individual file created by Computershare in connection with such “dress rehearsals” or “mock deconversions” in accordance with the fee schedule of Computershare for such services in place at the time of the “dress rehearsals” or “mock deconversions”. |
| 4.6 | In connection with the Deconversion of each Deconversion Fund, Computershare will provide a master file and balancing report customary for a deconversion to the Replacement Provider in closed-end fund/equity transfer agent format and specifications, with data relating to the Deconversion Fund as of the Deconversion End Date and provide the Replacement Provider with the customary assistance of a transferring service provider in deconversions. |
| 4.7 | Notwithstanding anything in this Schedule 7 to the contrary, nothing herein contained will be construed to require Computershare to share any of its Confidential Information or its Proprietary Information with any entity which is a competitor of Computershare. |
| 5. | ADDITIONAL TERMS GOVERNING SERVICES EXTENSIONS AND DECONVERSION SERVICES |
| 5.1 | Computershare will have no obligation to furnish the Services after the termination date of the Agreement. |
| 5.2 | Computershare will have no obligation to provide Deconversion Services until Computershare receives notification of termination of the Deconversion Fund. |
| 5.3 | Computershare will use commercially reasonable efforts to commence the Deconversion and perform the Deconversion Services by the applicable termination date, but Computershare makes no warranties, covenants, guarantees or representations that it will or be able to commence the Deconversion or complete all Deconversion Services by such date. Provided that, in the event Computershare is not able to commence the Deconversion or complete all Deconversion Services by the termination date, including as the result of any delays relating to the preparations for such Deconversion by the Replacement Provider or the Deconversion Fund, the parties agree to work together in good faith to mutually determine a new termination date for such Deconversion Fund, including cooperating on any subsequent changes to such date as are required to complete the Deconversion. |
| 5.4 | All obligations of Computershare with respect to the performance of Service and Service Levels shall remain in effect until the Deconversion Commencement Date; provided, however, any failure of Computershare to perform a Service at a Service Level included in the KPI Table (as defined in the KPI Document) or otherwise in accordance with the Agreement that is reasonably attributable to the performance of Deconversion Activities, based on supporting materials or written reports furnished by Computershare, shall not be considered a breach of the Agreement or a Service Level and shall not be included in any determination of Service Fee Credits (as defined in the KPI Document). |
| 5.5 | In connection with any termination of the Agreement, upon request of the other party, each party will either return to the other party no later than the Deconversion End Date, or destroy, all Confidential Information of the other party, and upon the request of the other party will certify that it has complied with its obligations under this Section 5.5 with respect to the other party’s Confidential Information, except that a party may retain the other party’s Confidential Information subject to the confidentiality obligations of the Agreement to the extent (and for the limited period) that the party is required to do so for the purposes of compliance with applicable recordkeeping laws, rules or regulations; provided, however, notwithstanding the foregoing, Computershare may retain, subject to the confidentiality obligations set forth in the Agreement, copies of all data, information, files and records of whatsoever nature received, processed or created in connection with its activities under the Agreement that it reasonably |
| determines to be appropriate to document its compliance with the Agreement, to protect its rights under the Agreement, or to comply with legal, regulatory, audit, accounting or similar business requirements provided it does so in accordance with its information security policies and document destruction and retention policies. |
| 6. | DECONVERSION FEES. |
| 6.1 | in connection with any termination under Section 16 of the Agreement involving Deconversion Services, the Fund shall pay to Computershare the amounts described in clauses (i) through (iii) below, in advance of the Deconversion Commencement Date: |
| (i) | any Fees and reimbursable expenses that may be owed pursuant to Section 4 of the Agreement for services performed by Computershare pursuant to the Agreement through the Deconversion End Date, as appropriate (whether or not previously invoiced); |
| (ii) | all fees and out of pocket expenses associated with the movement of records and materials to the Funds or the Replacement Provider, including fees such as, but not limited to, data files and reports, in accordance with the fee schedule of Computershare in place at the time of the Deconversion End Date, and any out of pockets incurred, including but no limited to freight; |
| (iii) | the amount estimated in good faith by Computershare (“Good Faith Estimate”) for the reasonable out-of-pocket expenses expected to be incurred in performing any services to be provided by Computershare following the dates with respect to which the compensation contemplated by clauses (i) and (ii) above has been calculated that constitute services provided for by the Agreement or that may relate to a cessation of operations or the winding up of the affairs covered by the Agreement, including by way of example and not limitation, answering general shareholder inquiries, furnishing historical shareholder account information to authorized parties, providing tax services with respect to transactions occurring before the termination such as the filing of final tax forms, maintaining a service account for checks not yet cleared, and compliance with record retention requirements (“Reimbursable Trailing Expenses”); and |
| (iv) | Computershare’s obligation to perform any Deconversion Activities is expressly conditioned on the prior performance by the Fund, to Computershare’s reasonable satisfaction, of the Fund’s obligations set forth in the Agreement. |
| 6.2 | Within 120 days following the appropriate Deconversion End Date: |
| (i) | Computershare shall determine any (A) amounts that should have been paid pursuant to Section 6.1 or otherwise but could not or was not determined, invoiced or estimated by Computershare and have not been paid, and (B) any amounts paid pursuant to Section 6.1 or otherwise that are in excess of amounts actually owed; |
| (ii) | Computershare shall net the amounts determined in accordance with clause (i) above and notify the Fund whether Computershare owes money to the Fund or the Fund owes money to Computershare and the amount owed; and |
| (iii) | Within seven (7) Business Days following the notice in accordance with Section 6.2(ii), Computershare will pay the Fund any amount it owes the Fund or the Fund shall pay Computershare any amount it owes Computershare. |
| (iv) | Computershare will perform any tax or regulatory required mailings that may occur outside 120 days, as mutually agreed upon by the parties. |
SCHEDULE 8
INSURANCE
Section 1. General Matters. Unless specifically defined in this Schedule 8 or specifically defined by reference to an Appendix or Schedule, capitalized terms used in this Schedule 8 shall have the meaning assigned to them in the Agreement.
Section 2. Minimum Coverage Requirements. Computershare shall at its sole cost and expense, during the term of the Agreement, procure and maintain in effect the insurance coverage covering the risks, claims and liabilities arising from or in connection with the performance of work under the Agreement by Computershare, its agents, representatives, employees or, where applicable, subcontractors, as specified in this Exhibit.. All insurance shall be procured from reputable insurers (rated A-, VIII or better by A.M. Best & Company) that are licensed, approved or admitted to do business in the state.
Section 3. Insurance Coverage.
(i) Insurance covering Computershare’s employees for injuries arising out of their employment for services provided under the Agreement in an amount that will be sufficient to meet all applicable statutory requirements to cover Computershare’s employees (commonly referred to as “Workers’ Compensation Insurance”).
(ii) Insurance covering all sums Computershare shall become legally obligated to pay because of bodily injury by accident or disease sustained by any employee of Computershare arising out of their employment for services provided under the Agreement (commonly referred to as “Employer’s Liability Insurance”) in amounts not less than (a) $1,000,000 each accident for bodily injury by accident; (b) $1,000,000 each employee for bodily injury by disease; and (c) $1,000,000 policy limit for bodily injury by disease;
(iii) Insurance covering all sums Computershare shall be legally obligated to pay because of claims for bodily injury and property damage arising out of premises, operations, products and completed operations; and advertising and personal injury (commonly referred to as “Commercial General Liability Insurance” or “Public Liability Insurance”) in amounts not less than (a) $1,000,000 per occurrence and $1,000,000 in aggregate; and (b) $10,000,000 per occurrence of “Umbrella Liability Insurance” scheduling the “Commercial General Liability Insurance” or “Public Liability Insurance.” This insurance shall include: (a) contractual liability covering Computershare’s liability under the Agreement; and (b) a severability of interest clause.
(iv) If automobiles or other vehicles are used in connection with the performance or provision of the services under the Agreement, insurance covering all sums Computershare shall be legally obligated to pay because of claims for bodily injury or property damage arising out of the use of owned, hired, and non-owned automobiles in the rendering of Services to be provided under the Agreement (commonly referred to as “Automobile Liability Insurance”) in an amount not less than (a) $1,000,000 combined single limit for bodily injury and property damage per accident and in aggregate.
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(v) Insurance covering loss resulting from dishonest or fraudulent acts committed by Computershare’s employees, its agents and, where applicable, subcontractors; forgery and alteration and including coverage of third party property; and computer crime as further described in (vii) (commonly referred to as “Crime Insurance” or “Fidelity Bond”) in an amount not less than $10,000,000 per claim.
(vi) Insurance covering all sums Computershare shall be legally obligated to pay because of claims for wrongful acts, negligent errors or negligent omissions committed by Computershare, its agents and employees arising from the Services to be provided under the Agreement (commonly referred to as “Professional Liability Insurance” or “Errors & Omissions Insurance”) in an amount not less than $10,000,000 per claim. If coverage is written on a “claims-made” basis, the retroactive date must be shown, and must be on or before the commencement of the services or work.
(vii) Insurance covering all sums Computershare shall be legally obligated to pay because of claims alleging a security failure (including but not limited to failure of a computer system, unauthorized access / use of a computer system, virus transmission, denial of service, physical theft of hardware) or a privacy event (including but not limited to failure to protect confidential information) (commonly referred to as “Cyber Liability Insurance” or “Network Security and Privacy Liability Insurance” or alternatively afforded by Comprehensive Crime and Computer Electronic Crime insurance) in an amount not less than $10,000,000 per claim. If coverage is written on a “claims-made” basis, the retroactive date must be shown, and must be on or before the commencement of the services or work.
Section 4. Effect. The insurance requirements under the Agreement are not intended and shall not be construed to modify, limit, increase, or reduce the indemnification obligations made in the Agreement by Computershare to Customer or to modify, limit, increase or reduce Computershare’s liability as set forth in the Agreement.
Section 5. No warranty is made by Customer that the coverage or limits set forth herein are adequate to cover and protect the interests of Computershare for Computershare’s operations.
Section 6. Evidence of Insurance Coverage. Prior to the execution of the Agreement, Computershare shall furnish Customer with a certificate of insurance that evidences all the insurance required in the Agreement and thereafter at the request of Customer. Computershare’s failure to deliver evidence of coverage in form and substance reasonably satisfactory to Customer or its designee shall not be construed as a waiver of that party’s obligation to provide the required insurance coverage. Receipt by Customer of a non-conforming certificate of insurance does not constitute acceptance.
Section 7. Notifications. Computershare shall provide for at least 30 days prior written notice to be given to Customer in the event coverage is materially changed, cancelled or non-renewed.
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Computershare shall not take or omit to take any reasonable action or (insofar as it is reasonably within its power) permit anything to occur in relation to the insurance policies indicated above as would entitle the relevant insurer to refuse to pay any claim under the policies.
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SCHEDULE 9
CUSTOMER INFORMATION SECURITY
Adherence to Standards of Protection.
In fulfilling its obligations under this Schedule 9 (“Schedule”), Computershare may utilize methods, processes, or procedures concerning information security (“Processes”) similar to and substantially conforming to certain terms herein. Computershare shall at all times ensure that any such Processes are no less rigorous in their protection to Customer than (i) the standards reflected in this Exhibit’s terms set forth below, and (ii) the Processes by which Computershare maintains the integrity and efficacy of its own information security. In all cases Computershare’s Processes shall provide safeguards no less protective than those of the terms of this Exhibit in all material respects. Unless specifically defined in this Schedule, or specifically defined by reference to an Appendix or Schedule to the Agreement or Side Agreement, capitalized terms used in this Schedule shall have the meaning assigned to them in the Agreement.
| (i) | Definitions. |
| a. | “Customer Confidential Information” means Confidential Information of the Customer provided to Computershare. |
| b. | “Firewall” is an integrated collection of security measures used to protect against unauthorized electronic access to a networked computer system. |
| c. | “Encryption” is a process of using an algorithm to transform data into coded information in order to protect confidentiality. |
| d. | “Intrusion Detection Process” (or “IDP”) is a method of reviewing system logs and processes in near real time and, without unreasonable delay, alerting management to known patterns of behavior that indicate an intrusion is occurring or is likely to take place soon. |
| (ii) | Breach Notification and Remediation. |
In the event of an actual security breach incident involving Computershare’s systems or network that has resulted in unauthorized access to or disclosure of, or have any material adverse effect on, Customer Confidential Information (“Incident”), Computershare shall:
| a. | Within two business days after the confirmation by Computershare of the occurrence of an Incident, notify a Lead for Global Provider Services (as defined in Schedule 4 of the Side Agreement) by telephone and subsequently in writing. Notice shall include the approximate date and time of the Incident and a summary of all relevant facts along with the actions taken to rectify the Processes and address the Incident’s effects. An Incident may include, but is not limited to, instances in which Computershare’s personnel (“Computershare Personnel”) access systems in excess of their user rights or otherwise use the systems inappropriately; |
| b. | Immediately implement commercially reasonable measures necessary to ensure the security of Computershare’s systems and restore the security of Customer Confidential Information. If such measures include temporarily restricting access to any of Computershare’s information, network or systems in order to mitigate against further breaches, Computershare shall notify Customer of the restricted access, in advance of such restriction when possible but in all cases as soon as possible. Customer may request additional steps of Computershare relating to Computershare’s Processes and to address the Incident’s effects. In the event of an Incident, Computershare shall reasonably cooperate with Customer in order for Customer to verify Computershare’s compliance with its obligations under this section (ii)(b). |
| (iii) | Independent Control Attestations. |
Computershare shall:
| a. | Computershare will engage a certified public accounting firm to conduct a SSAE 16, AT 101, or equivalent audit of the control environment and activities of Computershare and prepare a report on an annual basis. Computershare shall make available to Customer a copy of each such report prepared in connection with each such audit, within a reasonable amount of time after receipt. Customer will pay a fee for each such report in accordance with Computershare’s fees in effect at such time; and |
| b. | Penetration Testing. For Computershare systems that host or process Customer Confidential Information, Computershare shall at least annually engage at its own expense a third party service provider for penetration testing and provide Customer with an executive overview of such testing. The method of test scoring and issue ratings shall follow standard industry practice, such as the latest Common Vulnerability Scoring System (CVSS) published by the US National Institute of Standards and Technology (NIST). For any material findings (critical, priority, or high risk), Computershare shall within thirty (30) days from its receipt of penetration test results produce a remediation plan detailing the actions and dates by when these security issues shall be fully resolved. Computershare’s failure to prepare and schedule a remediation plan within sixty (60) days of the penetration test report represents sufficient grounds for Customer to terminate the Agreement for cause. |
| (iv) | Data Management. |
Computershare shall:
| a. | Information Classification. Unless otherwise indicated by Customer, consider all Customer Confidential Information to be classified as “Confidential” and handle accordingly. |
| b. | Encryption of Information. Use industry-standard encryption techniques (for example, public encryption algorithms such as 3DES, RC4 RC5, IDEA, RSA and AES) at cipher strengths no less than 128-bit or equivalent for Customer Confidential Information. Computershare shall use industry standard authentication practices for Customer Confidential Information. |
| c. | Cryptographic Key Management. Ensure that cryptographic keys are managed securely at all times, in accordance with documented control requirements and procedures which are consistent with good industry practice, and shall ensure that Customer Confidential Information is protected against unauthorized access or destruction. Computershare shall ensure that if public key infrastructure (PKI) is used, it shall be protected by ‘hardening’ the underlying operating system(s). |
| d. | Transmission. . If transferred across the Internet, any wireless network (e.g., cellular, 802.1lx, or similar technology), or other public or shared networks, data must be protected using cryptography consistent with good industry practice. Computershare’s policies do not allow for the copying of Confidential Information to Removable Media (defined below). |
| e. | Data Backups. In connection with the performance of Services, Computershare shall create backup records of Customer’s information, including but not limited to server files (“backup files”) at least daily. Computershare will not create backup files on Removable Media. Any Computershare storage or retention of backup files is subject to all terms of this Section (iv). |
| f. | Event Logging. For Computershare’s systems directly utilized for providing services to Customer and/or processing or storing Customer Confidential Information, Computershare shall maintain logs of key events that may affect the confidentiality, integrity, and/or availability of the Service to Customer and that may assist in the identification or investigation of material incidents and/or security breaches occurring in relation to Computershare systems. Computershare shall retain the log for at least 12 months and protect the log against unauthorized changes (including, unauthorized amending or deleting a log). Computershare shall regularly review the logs of all key events within Computershare systems (preferably using automated tools) and notify Customer upon identification of any Incidents in accordance with Section (ii)(a) of this Schedule. |
| g. | Software Updates. Computershare shall (i) use the most current version of software required to support the performance of Services, including anti-virus and other security software, (ii) regularly review its software applications and systems in light of new products or software releases providing enhanced functionality, and (iii) replace or “patch” existing software as enhancements become available as determined appropriate by Computershare and consistent with good industry practice. |
| h. | Removable Media. For purposes of this Schedule , “Removable Media” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media whether owned by Customer or Computershare. |
| i. | Media Disposal and Servicing. In the event any hardware, storage media or Removable Media used in connection with the Services must be disposed of or transported for servicing, Computershare shall ensure all Customer Confidential Information has been deleted and is not accessible from such hardware and/or media using methods such as, burning, shredding, pulping, melting, mutilation, chemical decomposition, or pulverizing. Crosscut shredders shall be designed to produce residue particle size not exceeding 1/32 inch in width (with a 1/64 inch tolerance by 1/2 inch in length). Classified material in microform; that is, microfilm, microfiche, or similar high data density material may be destroyed by burning or chemical decomposition. Industry best practices should be deployed, such as those of the U.S. National Institute of Standards and Technology (NIST). |
| (v) | Computer & Network Security. |
| a. | Server Security. Access to any of Computershare’s computer servers used to perform development Services for Customer shall be limited to only Computershare Personnel performing Services. Computershare will back-up the server files daily |
| b. | Internal Network Segment Security. All data entering Computershare’s internal data network from any external source (including, without limitation, the Internet), must pass through Firewalls to enforce secure connections between internal and external systems and such Firewalls shall only allow specific types of data to pass through. |
| c. | External Segment Security. Computershare’s external connections to the Internet or direct connections to Customer shall (i) have commercially reasonable security measures and controls applied to its routers, and (ii) include an IDP that will monitor all data within the external segment and information coming from routers to the Firewalls. Computershare shall disable unnecessary network access points to prevent unauthorized devices from accessing the Customer VLAN. Computershare Personnel may not use PDAs to access devices with the Customer VLAN. |
| d. | Network and Systems Monitoring. Computershare shall actively monitor all of its networks and systems (including but not limited to IDP, Local Area Network/Wide Area Network (LAN/WAN) equipment and systems and all servers) to detect deviation from access control policies and actual or attempted intrusions or other unauthorized acts. |
| e. | Data Leakage. Computershare shall deploy data leakage tools to detect any unauthorized transfers of Customer Confidential Information outside Computershare systems and any unauthorized external transfers of such information. |
| f. | Instant Messaging and Email. Computershare shall ensure that its instant messaging and email services are protected by both policy and technical application controls, configuring all commercially reasonable methods for Computershare’s related infrastructure. To the extent Computershare Personnel will have access to external email or the Internet Computershare will have policies or systems to monitor its usage. |
| g. | User Authentication. Computershare shall implement processes designed to authenticate the identity of all network users through the following means: |
| i. | User ID. Each user of an application containing Customer Confidential Information shall be assigned a unique identification code (“User ID”). |
| ii. | Passwords. Each user on Computershare’s network should use a unique password to access applications containing Customer Confidential information. Passwords should be at least eight (8) alphanumeric characters, using mixed upper and lower case, numbers and special characters. Passwords and PINs must be different than User IDs and must be updated at least every ninety (90) calendar days. The use of passwords that are easily discerned shall be avoided (e.g., passwords made up from users’ birthdays, street addresses, children’s names, etc.) and shall align with ISO/EIC 27001:2005 and BS7799-2:2005. Computershare shall require users to update, at least every sixty (60) calendar days, PINs and passwords which control access to applications or systems containing Customer Confidential Information. |
| iii. | Secure tokens. Remote access to applications containing Customer Confidential Information shall require the use of security codes that are made available to users via a key fob or other token device issued by Computershare to each user. |
| iv. | Deactivation. Computershare applications shall automatically deactivate a User ID after a specified number of unsuccessful log-in attempts. Sessions must be restricted or timed out after a defined period of inactivity and require Users to re-authenticate. User IDs for Computershare Personnel with access to Customer Confidential Information shall be deactivated immediately upon changes in job responsibilities that render such access unnecessary, or upon termination of employment. |
| h. | Privileged Access. Computershare shall ensure that: |
| i. | Privileged user access accounts are not provided for use in day-to-day operations. |
| ii. | Users provided with privileged user access have such access terminated within two days following the relevant user leaving Computershare’s employment. |
| i. | Anti-virus Protection. Computershare shall: |
| i. | Scan incoming files. Computershare shall use industry-accepted anti-virus tools to scan all incoming files that may be stored or processed with files containing Customer Confidential Information. |
| ii. | Use commercially reasonable efforts to protect against any Unauthorized Code. “Unauthorized Code” means any virus, Trojan horse, worm or other software routines or equipment components whose effect is to permit unauthorized access or to disable, erase or otherwise harm software, equipment or data, or to perform any other actions not authorized by Customer. |
| iii. | Use commercially reasonable efforts to protect against transferring Unauthorized Code to Customer or Customer’s systems via email or other electronic transmission. |
| iv. | Use commercially reasonable efforts to protect against any Self-Help Codes. “Self-Help Codes” means any back door, time bomb, drop-dead device, or other software routine whose effect is to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person. Self-Help Codes do not include software routines whose effect is to permit an owner or authorized user of the computer program to obtain access to a Customer’s computer system(s) (e.g., remote access via modem) solely for purposes of maintenance or technical support. |
| (vi) | System Development |
| a. | Development Methodology and Installation Process. |
| i. | For systems directly providing services to Customer and/or processing or storing Customer Confidential Information, Computershare shall ensure that development activities are carried out in accordance with a documented system development methodology. |
| ii. | Computershare shall ensure that new systems and changes to existing systems are deployed to the live environment strictly in accordance with a documented process. |
| b. | Development Environments. Computershare shall ensure that system development is performed in distinct environments segregated from the production environment, and protected against unauthorized disclosure of Customer Confidential Information. |
| c. | Capacity and Performance Planning. For systems directly providing services to Customer, Computershare shall ensure that the likelihood and impact of system failures or outages are minimized, through the use of effective capacity and performance planning practices. For systems used to process Customer transactions and/or to manage Customer assets, Computershare shall maintain capacity plans and conduct performance monitoring in accordance with good industry practice. |
| d. | Testing Process. Computershare shall ensure that all elements of a system (z. e. application software packages, system software, hardware and services) shall be tested at all stages of the systems development lifecycle before the system is promoted its live environment. |
| e. | Live Data in Test Environments. Computershare shall ensure that Customer Confidential Information (including Personal Data) is never used within test environments without documented controls needed to protect such information, including but not limited to the scrambling and obfuscating of such Customer Confidential Information in accordance with commercially reasonable standards. |
| f. | Secure Coding Practices. Computershare shall have secure development practices, including the definition, testing, and deployment of security requirements. |
| (vii) | General Security. |
| a. | Point of Contact. Computershare shall designate a point of contact to coordinate and be accountable for the continued security of all Customer Confidential Information and related systems in Computershare’s possession or to which Computershare has access. |
| b. | Facilities. All Services involving the processing of Customer Confidential Information shall be (i) developed in Computershare facilities, and (ii) housed in secure areas and protected by perimeter security such as barrier access controls (e.g., the use of guards and entry badges) that provide a physical environment secure from unauthorized access, damage, and interference (the “Dedicated Facilities”). Additional requirements specific to the Dedicated Facilities are: |
| i. | All access points are designed to restrict entry and limit access to certain designated areas to authorized personnel and permitted visitors. |
| ii. | Computershare shall implement and maintain personnel and physical security policies, including, without limitation, a “clean desk” policy. In addition, the Dedicated Facilities must contain shredders and confidential bins for disposing of documents containing Customer Confidential Information or related to the Services, and all papers discarded in such bins must be shredded. |
| iii. | Computershare has installed closed circuit television (CCTV) systems and CCTV recording systems to monitor and record access to controlled areas. |
| iv. | All Computershare Personnel shall be issued and shall display an identification badge showing the bearer’s name and photographic likeness. |
| v. | Each location shall maintain procedures for validating visitor identity and authorization to enter the premises, including but not limited to an identification check, issuance of an identification badge, validation of host identity, purpose of visit and recorded entry and departure time. |
| c. | Change and Patch Management |
| i. | Computershare shall ensure that changes to applications, any part of Computershare’s IT infrastructure, and the network shall be tested, reviewed and applied using a documented change management process. |
| ii. | Computershare shall ensure that emergency fixes, including security patches, are implemented when available and approved, unless this introduces higher business risks. Computershare systems that for any reason cannot be updated shall have security measures installed to fully protect the vulnerable system. All changes must be undertaken in accordance with Computershare’s approved change management process. |
| iii. | Patch Management. Computershare shall develop and implement a patch management strategy that is supported by management controls and patch management procedures and operational documentation. Within a reasonable time, Computershare will review newly available security patches and determine whether to implement a particular patch and the timing of any such implementation based upon risks to Computershare or its customers and such other factors as Computershare deems relevant. |
| iv. | Computershare shall have a documented process to identify and remediate security vulnerabilities in any software provided to Customer and provide these updates to Customer within a reasonable time after their becoming available, if applicable. |
| d. | Training of Computershare Personnel. |
Computershare shall at least annually supply all Computershare Personnel with appropriate ongoing training regarding Computershare’s Processes, including, without limitation, procedures to ensure all Computershare Personnel promptly report Incidents and suspected security breach incidents. Such training shall be provided within one (1) month of Computershare Personnel being engaged in the provision of Services or prior to Computershare Personnel being given access to Customer Confidential Information. Computershare shall be responsible for retaining documentation that annual training has been completed for each Computershare Personnel engaged in the provision of Services.
| (viii) | Data Center Controls. |
| a. | Base Requirements. Any Computershare data center supporting the Services shall possess the following minimum requirements: |
| i. | Adequate physical security and access controls; |
| ii. | Professional HVAC & environmental controls; |
| iii. | Professional network/cabling environment; |
| iv. | Professional fire detection/suppression capability; and |
| v. | A comprehensive business continuity plan. |
| b. | Enhanced Requirements. Computershare’s data center shall possess all requirements and capabilities of a highly-available, redundant “N+l” data center, where multiple components each have at least one independent backup component to ensure that system functionality continues at acceptable performance levels in the event of a system failure, except as may be otherwise provided in the Agreement. |
SCHEDULE 10
DATA PROTECTION: PERSONAL DATA SUPPLEMENT
| 1. | Definitions. |
| a. | “Data Protection Legislation” means, to the extent applicable to Computershare in the provision of any Services under the Agreement, the EU Data Protection Directive 95/46/EC (“Directive”), the EU Directive on Privacy and Electronic Communications 2002/58/EC, Commission decisions. |
| b. | “Personal Data” has the meaning given to that term by the Directive. |
| c. | “Process(ing)” has the meaning given to that term by the Directive and “Processed” shall have a corresponding meaning. |
| 2. | Other Terms. |
| a. | Computershare and Customer acknowledge that for the purposes of the Directive, Customer is the Controller and Computershare is the data processor of any Personal Data. Computershare shall, at all times, comply with its obligations and ensure that its personnel (“Computershare Personnel”) comply with their obligations under Data Protection Legislation in relation to all Personal Data that is Processed by it in the course of performing its obligations under the Agreement, including by maintaining any valid and up-to-date registration or notification required under Data Protection Legislation. |
| b. | Computershare shall process the Personal Data only to the extent, and in such a manner, as is necessary for the purposes specified in the Agreement and shall not process the Personal Data for any purpose other than those expressly authorized by Customer herein. Computershare will keep a record of any processing of personal data it carries out on behalf of Customer. |
SCHEDULE 11
LIMITATION OF LIABILITY
In accordance with Section 7.4 of the Agreement, Transfer Agent’s aggregate liability during any annual term of the Agreement with respect to, arising from, or arising in connection with the Agreement, or as a result of any Services provided or omitted to be provided under the Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the following amounts: (a) amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the thirty-six (36) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought which arises out of the Transfer Agent’s negligence, and (b) amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the sixty (60) calendar months immediately preceding the event for which recovery is being sought which arises out of the Transfer Agent’s gross negligence. For the avoidance of doubt, the Transfer Agent’s aggregate liability during any term of the Agreement with respect to, arising from, or arising in connection with the Agreement, or as a result of any Services provided or omitted to be provided under the Agreement, whether in contract, or in tort, or otherwise, which arises out of the Transfer Agent’s bad faith of willful misconduct shall not be subject to the foregoing limitations.
(d)(5)
Execution Version
ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT
Between
Each BlackRock Management Investment Company Listed in Schedule A
And
State Street Bank and Trust Company
Dated as of December 31, 2018
TABLE OF CONTENTS
| Page | ||||||
| 1. | APPOINTMENT OF ADMINISTRATOR |
4 | ||||
| 2. | DELIVERY OF DOCUMENTS |
4 | ||||
| 3. | REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR |
5 | ||||
| 4. | REPRESENTATIONS AND WARRANTIES OF THE FUNDS |
5 | ||||
| 5. | ADMINISTRATION SERVICES |
7 | ||||
| 6. | COMPENSATION OF ADMINISTRATOR; EXPENSE REIMBURSEMENT; FUND EXPENSES |
7 | ||||
| 7. | INSTRUCTIONS AND ADVICE |
8 | ||||
| 8. | STANDARD OF CARE; LIMITATION OF LIABILITY AND INDEMNIFICATION |
9 | ||||
| 9. | CONFIDENTIALITY |
10 | ||||
| 10. | USE OF DATA |
10 | ||||
| 11. | COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS |
11 | ||||
| 12. | SERVICES NOT EXCLUSIVE |
11 | ||||
| 13. | EFFECTIVE PERIOD AND TERMINATION |
11 | ||||
| 14. | DELEGATION |
13 | ||||
| 15. | INTERPRETIVE AND ADDITIONAL PROVISIONS |
13 | ||||
| 16. | NOTICES |
13 | ||||
| 17. | AMENDMENT |
14 | ||||
| 18. | ASSIGNMENT |
14 | ||||
| 19. | SUCCESSORS |
14 | ||||
| 20. | DATA PROTECTION |
14 | ||||
| 21. | ENTIRE AGREEMENT |
15 | ||||
| 22. | WAIVER |
15 | ||||
| 23. | SEVERABILITY |
15 | ||||
| 24. | GOVERNING LAW |
15 | ||||
| 25. | REPRODUCTION OF DOCUMENTS |
15 | ||||
| 26. | LIMITATION OF LIABILITY OF TRUSTEES |
15 | ||||
| 27. | COUNTERPARTS |
16 | ||||
2
TABLE OF CONTENTS
(continued)
| SCHEDULE A | LISTING OF FUNDS AND PORTFOLIOS | |
| SCHEDULE B | LIST OF SERVICES | |
| SCHEDULE B1 | FUND ADMINISTRATION TREASURY SERVICES | |
| SCHEDULE B2 | FUND ADMINISTRATION TAX SERVICES | |
| SCHEDULE B5 | FUND ADMINISTRATION MONEY MARKET FUND SERVICES | |
| SCHEDULE B6 | FUND ADMINISTRATION FORM N-PORT AND FORM N-CEN SUPPORT SERVICES | |
| SCHEDULE B7 | FUND ACCOUNTING SERVICES | |
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ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT
This Administration and Fund Accounting Services Agreement (“Agreement”) dated and effective as of December 31, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, together with each management investment company which becomes a party to this Agreement in accordance with the terms hereof (each a “Fund” and collectively, the “Funds”).
WHEREAS, each Fund is, unless otherwise noted, an open-end or closed-end, management investment company, and may be currently comprised of different series (each, a “Portfolio” and collectively, the “Portfolios”), and is registered with the U.S. Securities and Exchange Commission (“SEC”) by means of a registration statement (“Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and in most instances, the Securities Act of 1933, as amended (“1933 Act”); and
WHEREAS, each Fund desires to retain the Administrator to furnish certain administrative services to the Funds, and the Administrator is willing to furnish such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
| 1. | APPOINTMENT OF ADMINISTRATOR |
Each Fund hereby appoints the Administrator to act as administrator to such Fund for purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein.
Certain Funds currently consist of the Portfolios as listed in Schedule A to this Agreement. In the event that a Fund establishes one or more additional Portfolio(s) with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Fund shall notify the Administrator in writing. Upon written acceptance by the Administrator, such Portfolio(s) shall become subject to the provisions of this Agreement to the same extent as the existing Portfolios, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Portfolio in writing by the Fund and the Administrator at the time of the addition of such Portfolio.
| 2. | DELIVERY OF DOCUMENTS |
Each Fund has or will promptly deliver, or make available electronically, to the Administrator copies of each of the following documents and all future amendments and supplements, if any:
| a. | The Fund’s Charter Documents (“Governing Documents”); |
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| b. | The Fund’s currently effective Registration Statement under the 1933 Act (if applicable) and the 1940 Act and each Prospectus and Statement of Additional Information (“SAI”) relating to the Portfolio(s) and all amendments and supplements thereto as in effect from time to time; |
| c. | Copies of the resolutions of the Board of Directors/Trustees of each Fund (the “Board”) certified by such Fund’s Secretary authorizing (1) the Fund to enter into this Agreement and (2) certain individuals on behalf of the Fund to (a) give instructions to the Administrator pursuant to this Agreement and (b) sign checks and pay expenses; |
| d. | A copy of the investment advisory agreement between each Fund, on behalf of itself or each Portfolio, and its investment adviser; and |
| e. | Such other certificates, documents or opinions which the Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. |
| 3. | REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR |
The Administrator represents and warrants to the Funds that:
| a. | It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; |
| b. | It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts; |
| c. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; |
| d. | No legal or administrative proceedings have been instituted or threatened which would have a material effect on the Administrator’s ability to perform its duties and obligations under this Agreement; and |
| e. | Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it. |
| 4. | REPRESENTATIONS AND WARRANTIES OF THE FUNDS |
Each Fund represents and warrants to the Administrator that:
| a. | It is a corporation, business trust or statutory trust, as the case may be, duly organized, existing and in good standing under the laws of its state of formation; |
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| b. | It has the requisite power and authority under applicable laws and by its Governing Documents to enter into and perform this Agreement; |
| c. | All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; |
| d. | A Registration Statement has been filed and, with respect to Funds that are open-end management investment companies, will be effective and remain effective during the term of this Agreement. Each Fund also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made; |
| e. | No legal or administrative proceedings have been instituted or threatened which would have a material effect on a Fund’s ability to perform its duties and obligations under this Agreement; |
| f. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Funds or any law or regulation applicable to it; and |
| g. | Where information provided by the Funds or the Funds’ shareholders includes information about an identifiable individual (“Personal Information”), each Fund represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. Each Fund acknowledges that the Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Funds, including the United States, solely in connection with the performance of the services set out in this Agreement and that information relating to the Funds, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Funds for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. |
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| 5. | ADMINISTRATION SERVICES |
The Administrator shall provide the services as listed on Schedule B, subject to the authorization and direction of the Funds and, in each case where appropriate, the review and comment by the Funds’ independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Funds and the Administrator.
The Administrator shall perform such other services for the Funds that are mutually agreed to in writing by the parties from time to time, for which the Funds will pay such fees as may be mutually agreed upon in writing, including the Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement, unless otherwise modified in writing.
The Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
| 6. | COMPENSATION OF ADMINISTRATOR; EXPENSE REIMBURSEMENT; FUND EXPENSES |
The Administrator shall be entitled to reasonable compensation for its services and expenses, as agreed upon from time to time in writing between the Funds on behalf of each applicable Portfolio and the Administrator.
The Funds agree to promptly reimburse, or cause to be reimbursed, the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other reasonable expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent.
Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. For the avoidance of doubt, Fund expenses not assumed by the Administrator include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement, as applicable); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Funds; costs of Preparation, printing, distribution and mailing, as applicable, of the Funds’ Registration Statements and any amendments and supplements thereto; printing, distribution and mailing of
7
shareholder reports; cost of Preparation and filing of the Funds’ tax returns, Form N-1A, Form N-2, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Portfolio(s)’ net asset value.
| 7. | INSTRUCTIONS AND ADVICE |
At any time, the Administrator may apply to any officer of the Funds or his or her designee for instructions or the independent accountants for the Funds, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Funds) on all matters, and shall be without liability for any action reasonably taken or omitted in good faith pursuant to such advice; provided, however, that with respect to the reliance of such reasonable advice and performance of any action or omission of any action upon such advice, the Administrator shall be required to conform to the standard of care set forth in Section 8. The Administrator and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel.
Subject to the standard of care set forth in Section 8, the Administrator shall not be liable, and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). The Administrator shall provide written confirmation of receipt of such notice promptly after receipt.
Pursuant to other agreements (the “Other State Street Agreements”) now or at any time in effect between a Fund (or its investment manager or investment advisor, on its behalf) and the Administrator or its affiliates (“Affiliates”) in any capacity other than as the Administrator hereunder (in such other capacities, the “Bank”), the Bank may be in possession of certain information and data relating to a Fund and/or a Portfolio that is necessary to provide the Services, including the Services described in Schedule B6. The Funds hereby acknowledge and agree that this Section 7 of the Agreement serves as its consent and instruction for itself and on behalf of each Fund/Portfolio under and pursuant to such Other State Street Agreements for the Bank to provide or otherwise make available (including via platforms such as my.statestreet.com) to the Administrator, Funds and Portfolios information such as net asset values and information relating to the net assets of the Funds/Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds/Portfolios that is necessary to provide the Services and subject to Section 9 hereof.
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| 8. | STANDARD OF CARE; LIMITATION OF LIABILITY AND INDEMNIFICATION |
In carrying out the provisions of this Agreement, the Administrator shall act (i) with reasonable care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Administrator provides for itself and its Affiliates with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to the services provided under this Agreement. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless and to the extent that the Administrator fails to exercise such standard of care. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Funds by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Funds. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. Except as may otherwise be agreed to by the parties, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Funds under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Funds including, but not limited to, any liability relating to qualification of the Funds as a regulated investment company or any liability relating to the Funds’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Administrator’s liability for that period have occurred.
Neither party shall be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.
Each Fund severally and not jointly shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Funds or upon reasonable reliance on information or records given or made by the Funds or its
9
investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its agents, delegates, officers or employees in cases of its or their own negligence, fraud, willful misconduct, willful omission or bad faith.
The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.
| 9. | CONFIDENTIALITY |
All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 10 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents, delegates or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, or (c) where the party seeking to disclose has received the prior written consent of the party providing the information. Notwithstanding the foregoing, the Receiving Party shall be permitted to disclose any confidential information provided under this Agreement by the Disclosing Party (i) to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process or (ii) as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Administrator or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), provided that the Receiving Party take reasonable steps to otherwise maintain the confidential nature of such information.
| 10. | USE OF DATA |
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Administrator (which term for purposes of this Section 10 includes each of its Affiliates) may collect and store information regarding the Funds or Portfolios (“Fund Information”) and share such Fund Information with its Affiliates, agents, delegates and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Funds and the Administrator or any of its Affiliates and (ii) to carry out the internal management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance.
10
(b) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Administrator and its Affiliates under this Agreement and applicable law. The Administrator shall cause any Affiliate, agent, delegate or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
| 11. | COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS |
Each Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Funds shall at all times remain the property of the Funds, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Administrator further agrees that all records that it maintains for the Funds pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Funds, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Funds by state or federal regulatory agencies, to produce the records of the Funds or the Administrator’s personnel as witnesses or deponents, the Funds agrees to pay the Administrator for the Administrator’s reasonable time and expenses, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator shall, to the extent permitted by law, provide notice to the applicable Fund promptly after receipt of any request for records by an entity other than such Fund. Upon request, the Administrator shall provide the applicable Fund with an update on the fees and expenses incurred in responding to any such requests for records.
| 12. | SERVICES NOT EXCLUSIVE |
The services of the Administrator are not to be deemed exclusive, and the Administrator shall be free to render similar services to others. The Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Funds from time to time, have no authority to act or represent the Funds in any way or otherwise be deemed an agent of the Funds.
| 13. | EFFECTIVE PERIOD AND TERMINATION |
| (a) | Term. This Agreement shall remain in full force and effect for an initial term ending one (1) year from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms. Following the Initial Term, this Agreement may be terminated by any Fund or |
11
| Portfolio upon no less than ninety (90) days’ prior written notice to the Administrator, or by the Administrator upon no less than 180 days’ prior written notice to the applicable Fund or Portfolio. |
| (b) | Termination. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure or failed to establish a remedial plan to cure that is reasonably acceptable, in each case within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. |
| (c) | Payments Owing to the Administrator. Upon termination of this Agreement pursuant to Section 13(a) or 13(b) with respect to the Funds or any Portfolio, the Funds or applicable Portfolio shall pay Administrator its compensation due as of the date of such termination and shall reimburse Administrator for its costs, expenses and disbursements. In the event of: (i) the Funds’ termination of this Agreement with respect to the Funds or their Portfolio(s) in any manner other than as set forth in Section 13(a) and 13(b) or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Funds or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall pay the Administrator any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Administrator with respect to the Fund or Portfolio) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Funds’ or such Portfolio’s records as set forth herein. |
| (d) | Exclusions. For the avoidance of doubt, no full term payment will be required pursuant to clause (ii) of Section 13(c) in the event of any transaction such as (i) the liquidation or dissolution of the Funds or a Portfolio and distribution of the Funds’ or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Funds or such Portfolio is no longer viable or that the liquidation is in the best interest of the Funds or such Portfolio, (ii) a merger of the Funds or a Portfolio into, or the consolidation of the Funds or a Portfolio with, another entity, or (iii) the sale by the Funds or a Portfolio of all, or substantially all, of the Funds’ or Portfolio’s assets to another entity, in each of (ii) and (iii) where the applicable Funds provide ninety (90) days’ prior written notice in advance of the closing date of any such transactions. |
| (e) | Effect of Termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Funds or any other Portfolio. |
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| 14. | DELEGATION |
The Administrator shall retain the right to employ its Affiliates to provide or assist it in the provision of any part of the services stated herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of any Fund. The Administrator may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Funds upon the prior written consent of the Funds. The Administrator shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Administrator had committed such acts and omissions itself. The Administrator shall be responsible for the compensation of its Delegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include consultants, authorized data sources, suppliers of Administrator’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Administrator in the performance of its duties under this Agreement, and the Administrator shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement.
| 15. | INTERPRETIVE AND ADDITIONAL PROVISIONS |
In connection with the operation of this Agreement, the Administrator and the Funds on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Funds’ Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of the Agreement.
| 16. | NOTICES |
Any notice, instruction or other instrument required to be given hereunder will be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following address or such other address as may be notified by any party from time to time:
If to the Funds:
C/O BLACKROCK ADVISORS, LLC
100 Bellevue Parkway
Wilmington, DE 19809-3700
Attention: Neal Andrews
Telephone: 302-797-6179
13
If to the Administrator:
100 Summer Street
Boston, MA 02110
Attention: Anthony Ostler
Telephone: 617-664-9797
with a copy to:
STATE STREET BANK AND TRUST COMPANY
Legal Division – Global Services Americas
One Lincoln Street
Boston, MA 02111
Attention: Senior Vice President and Senior Managing Counsel
| 17. | AMENDMENT |
This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
| 18. | ASSIGNMENT |
This Agreement may not be assigned by (a) the Funds without the written consent of the Administrator or (b) the Administrator without the written consent of the Funds. Notwithstanding the foregoing, the Administrator may assign this Agreement to a successor of all or a substantial portion of its business or to an Affiliate of the Administrator upon ninety (90) days’ written notice to the Fund.
| 19. | SUCCESSORS |
This Agreement shall be binding on and shall inure to the benefit of the Funds and the Administrator and their respective successors and permitted assigns.
| 20. | DATA PROTECTION |
The Administrator shall implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of each Fund’s shareholders, employees, directors and/or officers that the Administrator receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
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| 21. | ENTIRE AGREEMENT |
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.
| 22. | WAIVER |
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise or any other right or remedy. Any waiver must be in writing signed by the waiving party.
| 23. | SEVERABILITY |
If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
| 24. | GOVERNING LAW |
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York, without regard to its conflicts of laws rules.
| 25. | REPRODUCTION OF DOCUMENTS |
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
| 26. | LIMITATION ON LIABILITY OF TRUSTEES |
In relation to each Fund which is a business trust, this Agreement is executed and made by the Trustees of the Fund not individually, but as trustees under the Declarations of Trust of the Fund and the obligations of this Agreement are not binding upon any of such Trustees or upon any of the shareholders of the Fund individually, but bind only the trust estate of the Fund.
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| 27. | COUNTERPARTS |
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.
| EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON SCHEDULE A HERETO | ||
| By: | /s/ Neal J. Andrews | |
| Name: | Neal J. Andrews | |
| Title: | Chief Financial Officer | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Andrew Erickson | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President | |
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
SCHEDULE A
Listing of Fund(s) and Portfolio(s)
Open-End Funds
| BLK Ticker |
Custody Account # | |||||
| BlackRock California Municipal Series Trust | ||||||
| 1. | BlackRock California Municipal Opportunities Fund | BR-CAMO | LCP2 | |||
| BlackRock FundsSM | ||||||
| 2. | BlackRock Advantage Emerging Markets Fund | BR_EMR-AGG | 0CNC | |||
| 3. | BlackRock Emerging Markets Equity Strategies Fund | BR_EMES-AG | 0CRC | |||
| 4. | BlackRock Global Long/Short Equity Fund | BR_GLS-AGG | 0CNK | |||
| 5. | BlackRock Impact U.S. Equity Fund | BR_IMPR3 | 89iE | |||
| 6. | BlackRock Total Emerging Markets Fund | BR_EMAL-AG | 0CPC | |||
| 7. | iShares Developed Real Estate Index Fund | MF_DRE | 0CiE | |||
| 8. | iShares Edge MSCI Min Vol EAFE Index Fund | BR_MVEAFE | 0CiO | |||
| 9. | iShares Edge MSCI Min Vol USA Index Fund | BR_MVUSA | 0CiN | |||
| 10. | iShares Edge MSCI Multifactor Intl Index Fund | BR_MFINT | 0CiM | |||
| 11. | iShares Edge MSCI Multifactor USA Index Fund | BR_MFUSA | 0CiL | |||
| 12. | iShares Edge MSCI USA Momentum Factor Index Fund | BR_USAMF | 0CiP | |||
| 13. | iShares Edge MSCI USA Quality Factor Index Fund | BR_USAQF | 0CiQ | |||
| 14. | iShares Edge MSCI USA Size Factor Index Fund | BR_USASF | 0CiR | |||
| 15. | iShares Edge MSCI USA Value Factor Index Fund | BR_USAVF | 0CiS | |||
| 16. | iShares MSCI Asia ex Japan Index Fund | MF_AASXJ | 0CiD | |||
| 17. | iShares MSCI Developed World Index Fund | MF_URTH | 0CiA | |||
| 18. | iShares Municipal Bond Index Fund | BR-MNDX | 0CiV | |||
| 19. | iShares Russell Mid-Cap Index Fund | MF_IWR | 0CiB | |||
| 20. | iShares Russell Small/Mid-Cap Index Fund | MF_SMC | 0CiG | |||
| 21. | iShares Short-Term TIPS Bond Index Fund | BR_TIPS0 | 0CiH | |||
| 22. | iShares Total U.S. Stock Market Index Fund | MF_IWV | 0CiF | |||
| BlackRock Funds III | ||||||
| 23. | BlackRock LifePath Dynamic Retirement Portfolio | FF_MIPRET | 0BC0 | |||
| 24. | BlackRock LifePath Dynamic 2020 Portfolio | FF_MIP2020 | 0BC2 | |||
| 25. | BlackRock LifePath Dynamic 2025 Portfolio | FF_MIP2025 | 0CJA | |||
| 26. | BlackRock LifePath Dynamic 2030 Portfolio | FF_MIP2030 | 0BC3 | |||
| 27. | BlackRock LifePath Dynamic 2035 Portfolio | FF_MIP2035 | 0CJB | |||
| 28. | BlackRock LifePath Dynamic 2040 Portfolio | FF_MIP2040 | 0BC4 | |||
| 29. | BlackRock LifePath Dynamic 2045 Portfolio | FF_MIP2045 | 0CJD | |||
| 30. | BlackRock LifePath Dynamic 2050 Portfolio | FF_MIP2050 | 0BC5 | |||
| 31. | BlackRock LifePath Dynamic 2055 Portfolio | FF_MIP2055 | 0CJE | |||
| 32. | BlackRock LifePath Dynamic 2060 Portfolio | FF_MIP2060 | 0CS1 | |||
| 33. | BlackRock LifePath Index Retirement Portfolio | FFIRET | 0CMA | |||
| 34. | BlackRock LifePath Index 2020 Portfolio | FFI2020 | 0CMB | |||
| 35. | BlackRock LifePath Index 2025 Portfolio | FFI2025 | 0CMD | |||
| 36. | BlackRock LifePath Index 2030 Portfolio | FFI2030 | 0CME | |||
| 37. | BlackRock LifePath Index 2035 Portfolio | FFI2035 | 0CMF | |||
| 38. | BlackRock LifePath Index 2040 Portfolio | FFI2040 | 0CMG | |||
1
| 39. | BlackRock LifePath Index 2045 Portfolio | FFI2045 | 0CMH | |||
| 40. | BlackRock LifePath Index 2050 Portfolio | FFI2050 | 0CMi | |||
| 41. | BlackRock LifePath Index 2055 Portfolio | FFI2055 | 0CMJ | |||
| 42. | BlackRock LifePath Index 2060 Portfolio | FFI2060 | 0CMY | |||
| 43. | iShares Russell 1000 Large-Cap Index Fund | FFMFR1IN | 0CMN | |||
| 44. | iShares S&P 500 Index Fund | FF-WFSPX | 0BC7 | |||
| 45. | iShares MSCI Total International Index Fund | FFACXUS | 0CHX | |||
| 46. | iShares U.S. Aggregate Bond Index Fund | FF-WFBIX | 0BC6 | |||
| BlackRock Funds IV | ||||||
| 47. | BlackRock Alternative Capital Strategies Fund | BR-ACS-AG | 0CQK | |||
| 48. | BlackRock Impact Bond Fund | BR-IMPBD | 89iF | |||
| BlackRock Funds V |
||||||
| 49. | BlackRock Emerging Markets Bond Fund | BR-EMDHD | 89KF | |||
| 50. | BlackRock Emerging Markets Local Currency Bond Fund | BR-EMDLCL | 89KG | |||
| BlackRock Funds VI | ||||||
| 51. | BlackRock CoreAlpha Bond Fund | FFMIPCORA | 0CHU | |||
| BlackRock Index Funds, Inc. |
||||||
| 52. | iShares MSCI EAFE International Index Fund | MF_INTL | LCW1 | |||
| 53. | iShares Russell 2000 Small-Cap Index Fund | FF_SC | 89Q5 | |||
| BlackRock Mid Cap Dividend Series, Inc. |
||||||
| 54. | BlackRock Mid Cap Dividend Fund | BR_MVO_AG | LCP0 | |||
| BlackRock Municipal Bond Fund, Inc. | ||||||
| 55. | BlackRock High Yield Municipal Fund | BR-HYMUNI | LCP6 | |||
| 56. | BlackRock National Municipal Fund | BR-NATL | LCP8 | |||
| 57. | BlackRock Short-Term Municipal Fund | BR-STMUNI | LCP9 | |||
| BlackRock Municipal Series Trust |
||||||
| 58. | BlackRock Strategic Municipal Opportunities Fund | BR-SMO-AG | 89KC | |||
| BlackRock Multi-State Municipal Series Trust |
||||||
| 59. | BlackRock New Jersey Municipal Bond Fund | BR-NJMUNI | 8969 | |||
| 60. | BlackRock New York Municipal Opportunities Fund | BR-NYMO | 8938 | |||
| 61. | BlackRock Pennsylvania Municipal Bond Fund | BR-PAMUNI | 8951 | |||
| FDP Series, Inc. |
||||||
| 62. | FDP BlackRock Equity Dividend Fund | FDP_VKMP | LCNL | |||
| 63. | FDP BlackRock Capital Appreciation Fund | FDP_JAN | LCNH | |||
| 64. | FDP BlackRock International Fund | FDP_MFS | LCNJ | |||
| FDP Series II, Inc. |
||||||
| 65. | FDP BlackRock CoreAlpha Bond Fund | FDP-FT | LCNG | |||
| Managed Account Series | ||||||
| 66. | BlackRock GA Disciplined Volatility Equity Trust | GA-LDDV-AG | LYCK | |||
| 67. | BlackRock GA Enhanced Equity Fund | GA-LDEE-AG | LCYC | |||
| Master Investment Portfolio |
||||||
| 68. | Active Stock Master Portfolio | MIPCORE-AG | 0BEC | |||
| 69. | International Tilts Master Portfolio | INTLLP | 0CR0 | |||
| 70. | Large Cap Index Master Portfolio | MFR1INDX | 0CML | |||
| 71. | LifePath Dynamic Retirement Master Portfolio | MIP2000-AG | 0BQC | |||
| 72. | LifePath Dynamic 2020 Master Portfolio | MIP2020-AG | 0BRC | |||
| 73. | LifePath Dynamic 2025 Master Portfolio | MIP2025-AG | 0CJC | |||
| 74. | LifePath Dynamic 2030 Master Portfolio | MIP2030-AG | 0BRK | |||
| 75. | LifePath Dynamic 2035 Master Portfolio | MIP2035-AG | 0CJK | |||
| 76. | LifePath Dynamic 2040 Master Portfolio | MIP2040-AG | 0BSC | |||
| 77. | LifePath Dynamic 2045 Master Portfolio | MIP2045-AG | 0CMC | |||
2
| 78. | LifePath Dynamic 2050 Master Portfolio | MIP2050-AG | 0BSK | |||
| 79. | LifePath Dynamic 2055 Master Portfolio | MIP2055-AG | 0CMK | |||
| 80. | LifePath Dynamic 2060 Master Portfolio | MIP2060-AG | 0CSK | |||
| 81. | LifePath Index Retirement Master Portfolio | MIPIRET | 0CLA | |||
| 82. | LifePath Index 2020 Master Portfolio | MIPI2020 | 0CLB | |||
| 83. | LifePath Index 2025 Master Portfolio | MIPI2025 | 0CLD | |||
| 84. | LifePath Index 2030 Master Portfolio | MIPI2030 | 0CLE | |||
| 85. | LifePath Index 2035 Master Portfolio | MIPI2035 | 0CLF | |||
| 86. | LifePath Index 2040 Master Portfolio | MIPI2040 | 0CLG | |||
| 87. | LifePath Index 2045 Master Portfolio | MIPI2045 | 0CLH | |||
| 88. | LifePath Index 2050 Master Portfolio | MIPI2050 | 0CLi | |||
| 89. | LifePath Index 2055 Master Portfolio | MIPI2055 | 0CLJ | |||
| 90. | LifePath Index 2060 Master Portfolio | MIPI2060 | 0CLY | |||
| 91. | S&P 500 Index Master Portfolio | MIPSP | 0BAM | |||
| 92. | Total International ex-U.S. Index Master | MFACXUS | 0CHW | |||
| 93. | U.S. Total Bond Index Master Portfolio | MIP_AGG | 0BAL | |||
| Master Investment Portfolio II | ||||||
| 94. | CoreAlpha Bond Master Portfolio | MIP_CORA | 0BDY | |||
| Quantitative Master Series, LLC | ||||||
| 95. | Master Small Cap Index Series | MF_SC-AGG | 89QC | |||
| 96. | BlackRock Advantage Global Fund, Inc. | BAT_GSC-AG | LCNS | |||
| 97. | BlackRock Asian Dragon Fund, Inc. | BR_PAC | LCPF | |||
| 98. | BlackRock Emerging Markets Fund, Inc. | E_DCM | LCNQ | |||
| 99. | BlackRock Equity Dividend Fund | BR_EDF | 8935 | |||
| 100. | BlackRock EuroFund | E_EURO | LCNF | |||
| 101. | BlackRock Global Allocation Fund, Inc. | BRGAX-AGG | LCSK | |||
| 102. | BlackRock Latin America Fund, Inc. | BR_LAT | LCPB | |||
| 103. | BlackRock Long Horizon Equity Fund | BRGD-AG | LCNC | |||
| 104. | BlackRock Natural Resources Trust | BR_NRT | LCQ2 | |||
| 105. | BlackRock Strategic Global Bond Fund, Inc. | BR-WI-AGG | 896K | |||
| Closed-End Funds |
||||||
| 106. | BlackRock 2022 Global Opportunity Income Trust | BGIO | 89KE | |||
| 107. | BlackRock California Municipal Income Trust | BFZ | D2H1 | |||
| 108. | BlackRock Core Bond Trust | BHK-AGG | D2i2 | |||
| 109. | BlackRock Corporate High Yield Fund, Inc. | HYT | 8986 | |||
| 110. |
BlackRock Credit Allocation Income Trust | BTZ-PREF | D2iM | |||
| 111. |
BlackRock Debt Strategies Fund, Inc. | DSU | LCPI | |||
| 112. |
BlackRock Energy and Resources Trust | BGR | LCXA | |||
| 113. |
BlackRock Enhanced Capital & Income Fund, Inc. | CII-AG | LCXB | |||
| 114. |
BlackRock Enhanced Equity Dividend Trust | BDJ | LCXD | |||
| 115. |
BlackRock Enhanced Global Dividend Trust | BGO | LCXE | |||
| 116. |
BlackRock Enhanced Government Fund, Inc. | EGF | 89E8 | |||
| 117. |
BlackRock Enhanced International Dividend Trust | BGY-AGG | LCXG | |||
| 118. |
BlackRock Floating Rate Income Strategies Fund, Inc. | FRA | 89D9 | |||
| 119. |
BlackRock Floating Rate Income Trust | BGT2 | D2i8 | |||
| 120. |
BlackRock Florida Municipal 2020 Term Trust | BFO | D1Z8 | |||
| 121. |
BlackRock Health Sciences Trust | BME | LCXF | |||
| 122. |
BlackRock Income Trust, Inc. | BKT | 2i14 | |||
| 123. |
BlackRock Investment Quality Municipal Trust, Inc. | BKN | B158 | |||
3
| 124. |
BlackRock Limited Duration Income Trust |
BLW |
D2i7 | |||
| 125. |
BlackRock Long-Term Municipal Advantage Trust |
BTA |
D0Z8 | |||
| 126. |
BlackRock Maryland Municipal Bond Trust |
BZM |
D0Z3 | |||
| 127. |
BlackRock Massachusetts Tax-Exempt Trust |
MHE |
89L5 | |||
| 128. |
BlackRock Multi-Sector Income Trust |
BIT-AGG |
89K1 | |||
| 129. |
BlackRock Multi-Sector Opportunities Trust Series |
MSO-AGG |
89JC | |||
| 130. |
BlackRock Municipal 2020 Term Trust |
BKK |
D1Z9 | |||
| 131. |
BlackRock Municipal 2030 Target Term Trust |
BTT2 |
89R7 | |||
| 132. |
BlackRock Municipal Bond Trust |
BBK |
D0Z2 | |||
| 133. |
BlackRock Municipal Income Investment Quality Trust |
BAF |
D1Z5 | |||
| 134. |
BlackRock Municipal Income Investment Trust |
BBF |
D2H2 | |||
| 135. |
BlackRock Municipal Income Quality Trust |
BYM |
D1Z4 | |||
| 136. |
BlackRock Municipal Income Trust |
BFK |
D2H5 | |||
| 137. |
BlackRock Municipal Income Trust II |
BLE |
D1Z1 | |||
| 138. |
BlackRock Muni Intermediate Duration Fund, Inc. |
MUI |
89D5 | |||
| 139. |
BlackRock Muni New York Intermediate Duration Fund, Inc. |
MNE |
89D7 | |||
| 140. |
BlackRock MuniAssets Fund, Inc. |
MUA |
LCQA | |||
| 141. |
BlackRock MuniEnhanced Fund, Inc. |
MEN |
8928 | |||
| 142. |
BlackRock MuniHoldings California Quality Fund, Inc. |
MUC |
LCQB | |||
| 143. |
BlackRock MuniHoldings Fund, Inc. |
MHD |
LCQD | |||
| 144. |
BlackRock MuniHoldings Fund II, Inc. |
MUH |
LCQE | |||
| 145. |
BlackRock MuniHoldings Investment Quality Fund |
MFL |
LCQG | |||
| 146. |
BlackRock MuniHoldings New Jersey Quality Fund, Inc. |
MUJ |
LCQH | |||
| 147. |
BlackRock MuniHoldings New York Quality Fund, Inc. |
MHN |
LCQJ | |||
| 148. |
BlackRock MuniHoldings Quality Fund, Inc. |
MUS |
LCQF | |||
| 149. |
BlackRock MuniHoldings Quality Fund II, Inc. |
MUE |
89B4 | |||
| 150. |
BlackRock MuniVest Fund, Inc. |
MVF |
LCQL | |||
| 151. |
BlackRock MuniVest Fund II, Inc. |
MVT |
LCQM | |||
| 152. |
BlackRock MuniYield Arizona Fund, Inc. |
MZA |
LCQN | |||
| 153. |
BlackRock MuniYield California Fund, Inc. |
MYC |
LCQP | |||
| 154. |
BlackRock MuniYield California Quality Fund, Inc. |
MCA2 |
8958 | |||
| 155. |
BlackRock MuniYield Fund, Inc. |
MYD |
LCQR | |||
| 156. |
BlackRock MuniYield Investment Fund |
MYF |
LCQU | |||
| 157. |
BlackRock MuniYield Investment Quality Fund |
MFT |
LCQS | |||
| 158. |
BlackRock MuniYield Michigan Quality Fund, Inc. |
MIY |
LCQV | |||
| 159. |
BlackRock MuniYield New Jersey Fund, Inc. |
MYJ |
LCQX | |||
| 160. |
BlackRock MuniYield New York Quality Fund, Inc. |
MYN |
LCQZ | |||
| 161. |
BlackRock MuniYield Pennsylvania Quality Fund |
MPA |
8956 | |||
| 162. |
BlackRock MuniYield Quality Fund, Inc. |
MQY |
8952 | |||
| 163. |
BlackRock MuniYield Quality Fund II, Inc. |
MQT |
LCQ1 | |||
| 164. |
BlackRock MuniYield Quality Fund III, Inc. |
MYI |
8932 | |||
| 165. |
BlackRock New York Municipal Income Quality Trust |
BSE |
D1Z7 | |||
| 166. |
BlackRock New York Municipal Bond Trust |
BQH |
D0Z1 | |||
| 167. |
BlackRock New York Municipal Income Trust |
BNY |
D2H3 | |||
| 168. |
BlackRock New York Municipal Income Trust II |
BFY |
D1Z2 | |||
| 169. |
BlackRock Resources and Commodities Strategy Trust |
BCX-AGG |
LCXH | |||
| 170. |
BlackRock Science & Technology Trust |
BST |
LCXI | |||
| 171. |
BlackRock Strategic Municipal Trust |
BSD |
B195 | |||
| 172. |
BlackRock Taxable Municipal Bond Trust |
BBN |
89J1 | |||
| 173. |
BlackRock Utilities, Infrastructure & Power Opportunities Trust |
BUI |
LCXJ | |||
| 174. |
BlackRock Virginia Municipal Bond Trust |
BHV |
D0Z5 |
4
Money Market Funds*
| BlackRock Funds III |
||||||
| 175. | BlackRock Cash Funds: Institutional | FFCIXX | 0BBO | |||
| 176. | BlackRock Cash Funds: Treasury | FFCTXX | 0BBL | |||
| BlackRock Financial Institutions Series Trust |
||||||
| 177. | Summit Cash Reserves Fund | L-SCR | LCRG | |||
| SL Liquidity Series, LLC |
||||||
| 178. | Money Market Series | L-MMS | C7G7 | |||
| Funds for Institutions Series |
||||||
| 179. | BlackRock Premier Government Institutional Fund | FF-L-PI | 89M5 | |||
| 180. | BlackRock Select Treasury Strategies Institutional Fund | FF-L-SI | 89M2 | |||
| 181. | BlackRock Treasury Strategies Institutional Fund | FF-L-IF | 89M6 | |||
| 182. | FFI Government Fund | L-GF | 8902 | |||
| 183. | FFI Treasury Fund | L-TF | 8905 | |||
| Master Institutional Money Market LLC |
||||||
| 184. | Master Premier Government Institutional Portfolio | MF_L_PI | 89A1 | |||
| 185. | Master Treasury Strategies Institutional Portfolio | MF_L_IF | 8901 | |||
| Master Investment Portfolio |
||||||
| 186. | Money Market Master Portfolio | MIPMMF | 0BB3 | |||
| 187. | Treasury Money Market Master Portfolio | TREASMM | 0BB2 | |||
| Retirement Series Trust |
||||||
| 188. | Retirement Reserves Money Fund | L-RR | LCQ6 | |||
| 189. | Ready Assets Government Liquidity Fund | L-RAT | LCQ3 | |||
| 190. | Ready Assets U.S. Treasury Money Fund | BR-TSYMM | LCQ4 | |||
| Cayman Subsidiaries |
||||||
| 191. | BlackRock Cayman Emerging Markets Allocation Fund, Ltd. | BR_EMAL-KY | 0CPE | |||
| 192. | Cayman GA Disciplined Volatility Equity Fund, Ltd. | GA_LDDV_C | LCYK | |||
| 193. | Cayman GA Enhanced Equity Fund, Ltd. | GA_LDEE_C | LCYC | |||
| 194. | BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. | BCX-CA | LCXH | |||
| 195. | Strategic Global Bond Fund (Cayman) | BR-WI-CAY | 896B | |||
| * | N-PORT Services are not performed for these Portfolios |
5
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
SCHEDULE B
LIST OF SERVICES
| I. | Fund Administration Treasury Services as described in Schedule B1 attached hereto; |
| II. | Fund Administration Tax Services as described in Schedule B2 attached hereto; |
| III. | Reserved; |
| IV. | Reserved; |
| V. | Fund Administration Money Market Fund Services as described in Schedule B5 attached hereto; |
| VI. | Fund Administration Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto; and |
| VII. | Fund Accounting Services as described in Schedule B7 attached hereto. |
Schedule B1
Fund Administration Treasury Services
Services applicable to all Funds:
| a. | Assist in preparation of reports for Fund Board materials and with any other work of a routine nature that requires information maintained or accessible through the Fund’s accounting and financial records; |
| b. | Prepare for the review by designated officer(s) of Fund’s financial information regarding the Funds that will be included in Fund’s semi-annual and annual shareholder reports, and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable; |
| c. | Coordinate the audit of the Funds’ financial statements by the Funds’ independent accountants, including the preparation of supporting audit workpapers and other schedules, and assist in resolution of audit issues; |
| d. | Prepare for the review by designated officer(s) of the Fund financial information required by Form N-1A (including expense fee tables, expense examples and financial highlights), Form N-2, proxy statements and such other reports, forms or filings as may be mutually agreed upon; |
| e. | Prepare for the review by designated officer(s) of the Fund quarterly fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Funds’ expenses, review calculations of fees paid to the Funds’ investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments; |
| f. | Prepare and disseminate vendor survey information; |
| g. | Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment; |
| h. | Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; |
| i. | Maintain certain books and records of the Funds as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon; |
| j. | Perform asset diversification testing to establish qualification as a RIC at each tax quarter end and as otherwise may be necessary and follow up on issues; |
1
| k. | Perform qualifying income testing on book basis income, unless material differences are anticipated, to establish qualification as a RIC on a quarterly basis and as otherwise may be necessary and follow up on issues; |
| l. | Calculate periodic dividend rates to be declared in accordance with management guidelines. The Administrator will calculate amounts available for distribution and coordinate review by management and/or auditors. The Administrator will notify fund accounting, custody and transfer agent of authorized dividend rates in accordance with Board approved policy and report dividends to Board as required; and |
| m. | Review the Funds’ multi-class dividend calculation procedures and calculate periodic dividend rates to be declared in accordance with management guidelines in accordance with methodology for each class to ensure consistency with Rule 18f-3 and the Funds’ private letter ruling or published ruling. |
Services applicable to BlackRock Funds III, BlackRock CoreAlpha Bond Fund, Master Investment Portfolio and Master Investment Portfolio II:
| n. | Provide periodic testing of the Funds with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Funds contained in the Registration Statement for the Funds as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Fund as well as preparation of Board compliance materials; and |
| o. | Prepare and furnish total return performance information for the Funds, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Fund management. |
Service applicable to Closed-End Funds:
| p. | Deliver Ratings Agency Maintenance Compliance reporting and daily Line of Credit report for applicable Funds. |
2
SCHEDULE B2
Fund Administration Tax Services
| I. | Fund Administration RIC Tax Services (applicable to all Funds) |
| a. | Provide detail reports for Qualified Dividend Income, Dividends Received Deduction and Foreign Tax Credit calculations as required; |
| b. | Provide reporting to support year-end tax calculations including tax-exempt income by state, income subject to alternative minimum tax; |
| c. | Maintain and reconcile book accounting data in partnership allocation system for all Master partnerships; and |
| d. | Compute contributed property adjustments for Master partnerships. |
| II. | Fund Administration RIC Tax Services (applicable to BlackRock Funds III, BlackRock Funds VI, Master Investment Portfolio and Master Investment Portfolio II) |
| a. | Prepare annual tax basis provisions for both excise and income tax purposes, including all tax adjustments and all tax financial statement disclosure; |
| b. | Prepare the Funds’ annual federal, state, and local income tax returns and extension requests for review and for execution and filing by the Fund’s independent accountants and execution and filing by the Fund’s treasurer, including Form 1120-RIC and Form 8613; |
| c. | Prepare annual primary, secondary and NRA shareholder reporting information relating to Form 1099-DIV and Form 1042; |
| d. | Preparation of financial information relating to Form 1099-DIV, including completion of the ICI Primary, Secondary and NRA forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit, United States Government obligations, Qualified Interest Income; |
| e. | Review annual minimum distribution calculations (income and capital gain) for both federal and excise tax purposes prior to their declaration; |
| f. | Participate in discussions of potential tax issues with the Funds and the Funds’ audit firm; |
| g. | Prepare capital gain estimates on a monthly or quarterly basis; and |
3
| h. | Research tax notices and prepare response letters. |
Tax services, as described in this Schedule, do not include identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities.
| III. | Fund Administration Partnership Tax Services (applicable to BlackRock Funds III, BlackRock Funds VI, Master Investment Portfolio and Master Investment Portfolio II) |
Based on discussion with and direction by the Fund and its tax advisor regarding the tax treatment of various transactions of the Fund, the Administrator shall provide the following tax services. All schedules, statements and other reports prepared by the Administrator shall be reviewed by the Fund and agreed to by its tax advisor.
| a. | Perform on an ongoing basis, tax allocations for the Fund; |
| b. | Calculate taxable income in preparation for the Fund’s tax allocations; |
| c. | Calculate M-1 adjustments (including, but not limited to, market discounts, straddles, amortization of organization costs, wash sales, constructive sales and short sales); |
| d. | Allocate profits and losses to each Fund investor using the aggregate methodology agreed to by the Fund and its tax advisor and provide this information to the Fund’s tax advisor for preparation of the Fund’s Form K-1s and applicable tax forms; |
| e. | Track each investor’s tax basis |
| f. | Maintain the tax basis for a Fund’s underlying investments; |
| g. | Participate in discussions of potential tax issues with the Fund’s tax advisor; |
| h. | All schedules, statements and other reports prepared by the Administrator shall be reviewed by the Fund and agreed to by its tax advisor; and |
| i. | Research tax notices and prepare response letters. |
Tax services, as described in this Schedule, do not include (i) identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities; (ii) identification and notification of any transaction which is determined to lack economic substance under IRC Section 7701(o) or fails to satisfy any other similar law or rule; and (iii) notification of FBAR filing, if applicable.
4
SCHEDULE B5
Fund Administration Money Market Fund Services
Services applicable to all Funds:
| a. | Prepare for posting on the Portfolio’s website daily each money market fund’s market-based NAVs; |
| b. | Prepare for posting on the Portfolio’s website each money market fund’s daily liquid assets and weekly liquid assets; |
| c. | Prepare for posting on the Portfolios’ website each money market fund’s inflows/outflows; |
| d. | Prepare for posting on the Portfolio’s website each money market funds’ monthly schedule of portfolio investments; and |
| e. | Prepare and coordinate each money market fund’s monthly filing of Form N-MFP. |
Service applicable to BlackRock Funds III and Master Investment Portfolio:
| f. | Provide periodic testing of the Portfolio with respect to compliance with certain Rule 2a-7 diversification requirements, including aggregation of affiliates testing, the 10% or 15% basket test and asset backed securities testing. |
5
Schedule B6
Fund Administration Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Support Services”) and Quarterly Portfolio of Investments Services (collectively, with the Form N-PORT and Form N-CEN Support Services, and for purposes of this Schedule B6, the “Services”)
| I. | The Services. |
| (a) | Standard N-PORT and N-CEN Reporting Solution (Data and Filing): |
| • | Subject to the receipt of all required data, documentation, assumptions, information and assistance from the Funds (including from any third parties with which the Funds will need to coordinate in order to produce such data, documentation, and information), State Street will use required data, documentation, assumptions, information and assistance from the Funds, State Street’s internal systems and, in the case of Funds not administered by State Street or its Affiliates, third party Fund administrators or other data providers, including but not limited to Third Party Data (as defined below) (collectively, the “Required Data”), to perform necessary data aggregations (including any applicable aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly draft Form N-PORT standard template for review and approval by the Funds and (ii) annual updates of Form N-CEN for review and approval by the Funds. |
| • | Each Fund acknowledges and agrees that it will be responsible for reviewing and approving each such draft N-PORT template and N-CEN update. |
| • | Following review and final approval by the Funds of each such draft Form N-PORT template and N-CEN update, and at the direction of and on behalf of each Fund, State Street will (i) produce an .XML formatted file of the completed Form N-PORT and Form N-CEN and maintain a record thereof in accordance with this Agreement and (ii) when required, electronically submit such filing to the SEC. |
The Form N-PORT Services will be provided to each Fund and each series of the Funds as set forth in the attached Annex 1, which shall be executed by State Street and the Funds. The Form N-CEN Services will be provided to each Fund as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of the Funds and by virtue of an updated Annex 1 that is signed by both parties.
| (b) | Quarterly Portfolio of Investments Services: |
| • | Subject to the receipt of all Required Data, and as a component of the Form N-PORT and Form N-CEN Support Services, State Street will use such Required Data from the Funds, State Street’s internal systems and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of each Fund’s first and third fiscal quarter-ends. |
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| • | Following review and final approval by each Fund of each such draft Portfolio of Investments, and at the direction of and on behalf of each Fund, State Street will attach each Portfolio of Investments to the first and third fiscal quarter-end N-PORT filing that is submitted electronically to the SEC. |
| (c) | Liquidity Risk Measurement Services: |
| • | Not Applicable. |
| II. | Fund Duties, Representations and Covenants in Connection with the Services. |
The provision of the Services to each Fund by State Street is subject to the following terms and conditions:
1. The parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning the Funds or their affiliates or any trust, pooled vehicle, security or other investment or portfolio regarding which the Funds or any of their affiliates provide services or is otherwise associated (“Fund Entities”) that is generated or aggregated by State Street or its Affiliates in connection with services performed on the Funds’ behalf or otherwise prepared by State Street (“State Street-Located Data,” together with Required Data and data provided by third party sources such as, but not limited to, market or index data (“Third Party Data”),, “Services-Related Data”). State Street’s obligations, responsibilities and liabilities with respect to any State Street-Located Data used in connection with other services received by the Funds shall be as provided in such respective other agreements between State Street or its Affiliates and the Funds relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street-Located Data is derived or sourced (the “Other Fund Agreements”). Nothing in this Agreement or any other service schedule(s) shall limit or modify State Street’s or its Affiliates’ obligations to the Funds under the Other Fund Agreements.
In connection with the provision of the Services by State Street, each of the Funds acknowledges and agrees that it will be responsible for providing State Street with any information requested by State Street, including, but not limited to, the following:
(A) Arranging for the regular provision of all Services-Related Data and related information to State Street, in formats compatible with State Street-provided data templates including, without limitation, the information and assumptions required by State Street in connection with a Fund reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by State Street, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by State Street for such purposes from time to time, for all Funds receiving services under this Agreement, including but not limited to those to be reported
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on Form N-PORT and Form N-CEN (as determined by the Funds), including, without limitation, arranging for the provision of data from the Funds, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Service-Related Data is already accessible to State Street (or any of its Affiliates) in its capacity as administrator to one or more Funds, State Street and the Funds will agree on the scope of the information to be extracted from State Street or any of its Affiliate’s systems for purposes of State Street’s provision of the Services subject to the discretion of State Street, and State Street is either hereby, or pursuant to a proper instruction or other direction letter provided by the Funds to State Street will thereby be, expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and
(B) Providing all required information and assumptions not otherwise included in Fund data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Services-Related Data, as may be required in order for State Street to provide the Services.
The following are examples of certain types of information that each Fund is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Fund hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:
| • | SEC filing classification of the Funds (i.e., small or large filer); |
| • | Identification of any data sourced from third parties; |
| • | Identification of any securities reported as Miscellaneous; and |
| • | Any Explanatory Notes included in N-PORT Section E. |
2. Each Fund acknowledges that it has provided to State Street all material assumptions used by the Funds or that are expected to be used by the Funds in connection with the completion of Form N-PORT and Form N-CEN and the provision of the Services and that it has approved all material assumptions used by State Street in the provision of the Services prior to the first use of the Services. The Funds will also be responsible for promptly notifying State Street of any changes in any such material assumptions previously notified to State Street by the Funds or otherwise previously approved by the Funds in connection with State Street provision of the Services. The Funds acknowledges that the completion of Form N-PORT and Form N-CEN and the provision of the Services and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
| • | Investment classification of positions; |
| • | Assumptions necessary in converting data extracts; |
| • | General operational and process assumptions used by State Street in performing the Services; and |
| • | Assumptions specific to the Funds. |
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Each Fund hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Funds (and/or State Street on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas. The Funds and State Street shall confirm the material assumptions used in connection with the completion of Form N-PORT and Form N-CEN and the provisions of the Services.
3. Each Fund acknowledges and agrees on the following matters:
(A) It has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and the Fund has determined that the Services are suitable for its purposes. Except as otherwise provided in the Agreement, none of State Street or its Affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any express or implied warranties or representations with respect to the Services.
(B) It assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. State Street is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and State Street is not providing any customization, guidance, or recommendations. Where the Fund uses Services to comply with any law, regulation, agreement, or other Fund obligation, State Street makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto.
(C) It may use the (i) Services and (ii) work product (defined below) generated by State Street in connection with the Services (“N-PORT Work Product”), in each case, as follows: (a) for the internal business purpose of the Fund relating to the applicable Service (which, for the avoidance of doubt, shall not include any purpose prohibited in the following paragraph) or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT filing and a Form N-CEN update, including any Portfolio of Investments, if applicable. The Fund may also redistribute the N-PORT Work Product, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the N-PORT Work Product in connection with their relationship with the Fund (each a “Permitted Person”); provided, however, the Fund may not charge a fee, profit, or otherwise benefit from the redistribution of the N-PORT Work Product No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the N-PORT Work Product or any excerpted portion thereof. For the avoidance of doubt, N-PORT Work Product does not include (i) Fund confidential information that constitutes raw data of the Fund provided by or on behalf of the Fund and used by State Street to perform the Services, (ii) the as-filed versions of the Fund’s Form N-PORT, Form N-CEN
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and Portfolio of Investments filings, including the final responses to each item reported in the as-filed versions of the Fund’s Form N-PORT, Form N-CEN and Portfolio of Investments filings or (iii) any publicly-available equations, processes, methodologies or other standards required to be used in the preparation of Form N-PORT, Form N-CEN and Portfolio of Investments filings, such as publicly-available securities, tax and accounting rules, regulations and guidance or other standards otherwise available in the public domain. The term “work product” means any intellectual property conceived, created or produced by State Street, whether alone or jointly with others, in the course of performing the services under the Agreement, including any modifications, enhancements or derivative works thereof or based thereon.
Except as expressly provided in this Section 3(C), the Fund, any of its affiliates, or any of its or their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the Fund or any Permitted Persons (collectively, including the Fund, the “Fund Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the N-PORT Work Product or any State Street-Located Data or Third Party Data contained therein, except to the extent that such State Street-Located Data or Third Party Data is embedded in the calculations presented in the N-PORT Work Product and not otherwise identifiable as State Street-Located Data or Third Party Data or the Fund has separate license rights with respect to the use of such State Street-Located Data or Third Party Data. Without limitation, Fund Parties shall not themselves nor permit any other person to in whole or in part to (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the N-PORT Work Product; (ii) make copies of the Services, the N-PORT Work Product or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the N-PORT Work Product for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the N-PORT Work Product to perform services for any third party, including for, to, or with consultants and independent contractors; (v) use the Services or the N-PORT Work Product in any way to compete or enable any third party to compete with State Street or its Affiliates; or (vi) attempt any of the foregoing or otherwise use the Services or the N-PORT Work Product for any purpose other than as expressly authorized under this Agreement.
The parties hereby acknowledge and agree that the Funds may independently (and without the use of the Services or the N-PORT Work Product) develop services and products similar to the Services or N-PORT Work Product and may move the Services from State Street pursuant to the terms of the Agreement. For the avoidance of doubt, nothing herein shall prohibit the Funds, the Fund Parties or any third party from using the following data and information in the development of such similar services or products: (i) Fund confidential information that constitutes raw data of the Fund provided by or on behalf of the Fund and used by State Street to perform the Services, (ii) the as-filed versions of the Fund’s Form N-PORT, Form N-CEN and Portfolio of Investments filings, including the final responses to each item reported in the as-filed versions of the Fund’s Form N-PORT, Form N-CEN and Portfolio of Investments filings or (iii) any publicly-available equations, processes, methodologies or other
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standards required to be used in the preparation of Form N-PORT, Form N-CEN and Portfolio of Investments filings, such as publicly-available securities, tax and accounting rules, regulations and guidance or other standards otherwise available in the public domain.
(D) The Fund has no rights or interests with respect to all or any part of the Services, the N-PORT Work Product or State Street’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. The Fund automatically and irrevocably assigns to State Street any right, title or interest that it has, or may be deemed to have, in the Services, the N-PORT Work Product or State Street’s confidential information. The parties hereby agree that any Fund Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with State Street (collectively, “Feedback”) shall not constitute Services, Fund confidential information or State Street confidential information and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the N-PORT Work Product or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Funds.
(F) State Street may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Remainder of Page Intentionally Left Blank]
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ANNEX I
Further to the Administration Agreement dated as of December 31, 2018 between each management investment company identified on Schedule A to the Agreement (each a “Fund” and collectively, the “Funds”) and State Street Bank and Trust Company (“State Street”), the Funds and State Street mutually agree to update this Annex 1 by adding/removing Funds and Portfolios as applicable:
| Form N-PORT Services and Quarterly Portfolio of Investments Services |
Service Type: | |
| BlackRock California Municipal Series Trust | Standard N-PORT | |
| BlackRock California Municipal Opportunities Fund |
Reporting Solution | |
| BlackRock FundsSM | (Data and Filing) and | |
| BlackRock Advantage Emerging Markets Fund |
Quarterly Portfolio of | |
| BlackRock Emerging Markets Equity Strategies Fund |
Investments Services | |
| BlackRock Global Long/Short Equity Fund |
||
| BlackRock Impact U.S. Equity Fund |
||
| BlackRock Total Emerging Markets Fund iShares Developed Real Estate Index Fund iShares Edge MSCI Min Vol EAFE Index Fund iShares Edge MSCI Min Vol USA Index Fund iShares Edge MSCI Multifactor Intl Index Fund iShares Edge MSCI Multifactor USA Index Fund iShares Edge MSCI USA Momentum Factor Index Fund iShares Edge MSCI USA Quality Factor Index Fund iShares Edge MSCI USA Size Factor Index Fund iShares Edge MSCI USA Value Factor Index Fund iShares MSCI Asia ex Japan Index Fund iShares MSCI Developed World Index Fund iShares Russell Mid-Cap Index Fund iShares Russell Small/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund |
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| BlackRock Funds IV | ||
| BlackRock Alternative Capital Strategies Fund |
||
| BlackRock Impact Bond Fund |
||
| BlackRock Funds V | ||
| BlackRock Emerging Markets Bond Fund |
||
| BlackRock Emerging Markets Local Currency Bond Fund |
||
| BlackRock Mid Cap Dividend Series, Inc. | ||
| BlackRock Mid Cap Dividend Fund |
||
| BlackRock Municipal Bond Fund, Inc. | ||
| BlackRock High Yield Municipal Fund |
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| BlackRock National Municipal Fund |
||
| BlackRock Short-Term Municipal Fund |
||
| BlackRock Municipal Series Trust | ||
| BlackRock Strategic Municipal Opportunities Fund |
||
| BlackRock Multi-State Municipal Series Trust | ||
| BlackRock New York Municipal Opportunities Fund |
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| BlackRock Pennsylvania Municipal Bond Fund |
||
| FDP Series, Inc. | ||
| FDP BlackRock Equity Dividend Fund |
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| FDP BlackRock Capital Appreciation Fund |
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| FDP BlackRock International Fund |
||
| FDP Series II, Inc. | ||
| FDP BlackRock CoreAlpha Bond Fund |
||
| BlackRock Index Funds, Inc. | ||
| iShares MSCI EAFE International Index Fund iShares Russell 2000 Small-Cap Index Fund |
||
| Quantitative Master Series, LLC | ||
| Master Small Cap Index Series |
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| BlackRock 2022 Global Opportunity Income Trust | ||
| BlackRock Advantage Global Fund, Inc. | ||
| BlackRock Asian Dragon Fund, Inc. | ||
| BlackRock California Municipal 2018 Term Trust | ||
| BlackRock California Municipal Income Trust | ||
| BlackRock Core Bond Trust | ||
| BlackRock Corporate High Yield Fund, Inc. | ||
| BlackRock Credit Allocation Income Trust | ||
| BlackRock Debt Strategies Fund, Inc. | ||
| BlackRock Emerging Markets Fund, Inc. | ||
| BlackRock Energy and Resources Trust | ||
| BlackRock Enhanced Capital & Income Fund, Inc. | ||
| BlackRock Enhanced Equity Dividend Trust | ||
| BlackRock Enhanced Global Dividend Trust | ||
| BlackRock Enhanced Government Fund, Inc. | ||
| BlackRock Enhanced International Dividend Trust | ||
| BlackRock Equity Dividend Fund | ||
| BlackRock EuroFund | ||
| BlackRock Floating Rate Income Strategies Fund, Inc. | ||
| BlackRock Floating Rate Income Trust | ||
| BlackRock Florida Municipal 2020 Term Trust | ||
| BlackRock GA Disciplined Volatility Equity Fund |
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| BlackRock GA Enhanced Equity Fund | ||
| BlackRock Global Allocation Fund, Inc. | ||
| BlackRock Health Sciences Trust | ||
| BlackRock Income Trust, Inc. | ||
| BlackRock Investment Quality Municipal Trust, Inc. | ||
| BlackRock Latin America Fund, Inc. | ||
| BlackRock Limited Duration Income Trust | ||
| BlackRock Long Horizon Equity Fund | ||
| BlackRock Long-Term Municipal Advantage Trust | ||
| BlackRock Maryland Municipal Bond Trust | ||
| BlackRock Massachusetts Tax-Exempt Trust | ||
| BlackRock Multi-Sector Income Trust | ||
| BlackRock Multi-Sector Opportunities Trust Series | ||
| BlackRock Municipal 2018 Term Trust | ||
| BlackRock Municipal 2020 Term Trust | ||
| BlackRock Municipal 2030 Target Term Trust | ||
| BlackRock Municipal Bond Trust | ||
| BlackRock Municipal Income Investment Quality Trust | ||
| BlackRock Municipal Income Investment Trust | ||
| BlackRock Municipal Income Quality Trust | ||
| BlackRock Municipal Income Trust | ||
| BlackRock Municipal Income Trust II | ||
| BlackRock Muni Intermediate Duration Fund, Inc. | ||
| BlackRock Muni New York Intermediate Duration Fund, Inc. | ||
| BlackRock MuniAssets Fund, Inc. | ||
| BlackRock MuniEnhanced Fund, Inc. | ||
| BlackRock MuniHoldings California Quality Fund, Inc. | ||
| BlackRock MuniHoldings Fund, Inc. | ||
| BlackRock MuniHoldings Fund II, Inc. | ||
| BlackRock MuniHoldings Investment Quality Fund | ||
| BlackRock MuniHoldings New Jersey Quality Fund, Inc. | ||
| BlackRock MuniHoldings New York Quality Fund, Inc. | ||
| BlackRock MuniHoldings Quality Fund, Inc. | ||
| BlackRock MuniHoldings Quality Fund II, Inc. | ||
| BlackRock MuniVest Fund, Inc. | ||
| BlackRock MuniVest Fund II, Inc. | ||
| BlackRock MuniYield Arizona Fund, Inc. | ||
| BlackRock MuniYield California Fund, Inc. | ||
| BlackRock MuniYield California Quality Fund, Inc. | ||
| BlackRock MuniYield Fund, Inc. | ||
| BlackRock MuniYield Investment Fund | ||
| BlackRock MuniYield Investment Quality Fund | ||
| BlackRock MuniYield Michigan Quality Fund, Inc. |
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| BlackRock MuniYield New Jersey Fund, Inc. | ||
| BlackRock MuniYield New York Quality Fund, Inc. | ||
| BlackRock MuniYield Pennsylvania Quality Fund | ||
| BlackRock MuniYield Quality Fund, Inc. | ||
| BlackRock MuniYield Quality Fund II, Inc. | ||
| BlackRock MuniYield Quality Fund III, Inc. | ||
| BlackRock Natural Resources Trust | ||
| BlackRock New York Municipal Income Quality Trust | ||
| BlackRock New York Municipal 2018 Term Trust | ||
| BlackRock New York Municipal Bond Trust | ||
| BlackRock New York Municipal Income Trust | ||
| BlackRock New York Municipal Income Trust II | ||
| BlackRock Resources and Commodities Strategy Trust | ||
| BlackRock Science & Technology Trust | ||
| BlackRock Strategic Global Bond, Inc. | ||
| BlackRock Strategic Municipal Trust | ||
| BlackRock Taxable Municipal Bond Trust | ||
| BlackRock Utilities, Infrastructure & Power Opportunities Trust | ||
| BlackRock Virginia Municipal Bond Trust | ||
| BlackRock Funds III | ||
| BlackRock LifePath Dynamic Retirement Portfolio |
||
| BlackRock LifePath Dynamic 2020 Portfolio |
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| BlackRock LifePath Dynamic 2025 Portfolio |
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| BlackRock LifePath Dynamic 2030 Portfolio |
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| BlackRock LifePath Dynamic 2035 Portfolio |
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| BlackRock LifePath Dynamic 2040 Portfolio |
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| BlackRock LifePath Dynamic 2045 Portfolio |
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| BlackRock LifePath Dynamic 2050 Portfolio |
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| BlackRock LifePath Dynamic 2055 Portfolio |
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| BlackRock LifePath Dynamic 2060 Portfolio |
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| BlackRock LifePath Index Retirement Portfolio |
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| BlackRock LifePath Index 2020 Portfolio |
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| BlackRock LifePath Index 2025 Portfolio |
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| BlackRock LifePath Index 2030 Portfolio |
||
| BlackRock LifePath Index 2035 Portfolio |
||
| BlackRock LifePath Index 2040 Portfolio |
||
| BlackRock LifePath Index 2045 Portfolio |
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| BlackRock LifePath Index 2050 Portfolio |
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| BlackRock LifePath Index 2055 Portfolio |
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| BlackRock LifePath Index 2060 Portfolio iShares Russell 1000 Large-Cap Index Fund |
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| iShares S&P 500 Index Fund iShares MSCI Total International Index Fund iShares U.S. Aggregate Bond Index Fund |
||
| Master Investment Portfolio |
||
| Active Stock Master Portfolio |
||
| International Tilts Master Portfolio |
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| Large Cap Index Master Portfolio |
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| LifePath Dynamic Retirement Master Portfolio |
||
| LifePath Dynamic 2020 Master Portfolio |
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| LifePath Dynamic 2025 Master Portfolio |
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| LifePath Dynamic 2030 Master Portfolio |
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| LifePath Dynamic 2035 Master Portfolio |
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| LifePath Dynamic 2040 Master Portfolio |
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| LifePath Dynamic 2045 Master Portfolio |
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| LifePath Dynamic 2050 Master Portfolio |
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| LifePath Dynamic 2055 Master Portfolio |
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| LifePath Dynamic 2060 Master Portfolio |
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| LifePath Index Retirement Master Portfolio |
||
| LifePath Index 2020 Master Portfolio |
||
| LifePath Index 2025 Master Portfolio |
||
| LifePath Index 2030 Master Portfolio |
||
| LifePath Index 2035 Master Portfolio |
||
| LifePath Index 2040 Master Portfolio |
||
| LifePath Index 2045 Master Portfolio |
||
| LifePath Index 2050 Master Portfolio |
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| LifePath Index 2055 Master Portfolio |
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| LifePath Index 2060 Master Portfolio |
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| S&P 500 Index Master Portfolio |
||
| Total International ex-U.S. Index Master |
||
| BlackRock Funds VI |
||
| BlackRock CoreAlpha Bond Fund |
||
| Master Investment Portfolio II |
||
| CoreAlpha Bond Master Portfolio |
|
Form N-CEN Services |
| BlackRock California Municipal Series Trust |
| BlackRock FundsSM |
| BlackRock Funds II |
| BlackRock Funds III |
| BlackRock Funds IV |
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| BlackRock Funds V |
| BlackRock Mid Cap Dividend Series, Inc. |
| BlackRock Municipal Bond Fund, Inc. |
| BlackRock Municipal Series Trust |
| BlackRock Multi-State Municipal Series Trust |
| FDP Series, Inc. |
| FDP Series II, Inc. iShares Index Funds, Inc. |
| Quantitative Master Series, LLC |
| BlackRock 2022 Global Income Opportunity Trust |
| BlackRock Advantage Global Fund, Inc. |
| BlackRock Asian Dragon Fund, Inc. |
| BlackRock California Municipal 2018 Term Trust |
| BlackRock California Municipal Income Trust |
| BlackRock Core Bond Trust |
| BlackRock Corporate High Yield Fund VI, Inc. |
| BlackRock Credit Allocation Income Trust |
| BlackRock Debt Strategies Fund, Inc. |
| BlackRock Emerging Markets Fund, Inc. |
| BlackRock Energy and Resources Trust |
| BlackRock Enhanced Capital & Income Fund, Inc. |
| BlackRock Enhanced Equity Dividend Trust |
| BlackRock Enhanced Global Dividend Trust |
| BlackRock Enhanced Government Fund, Inc. |
| BlackRock Enhanced International Dividend Trust |
| BlackRock Equity Dividend Fund |
| BlackRock EuroFund |
| BlackRock Floating Rate Income Fund, Inc. |
| BlackRock Floating Rate Income Trust |
| BlackRock Florida Municipal 2020 Term Trust |
| BlackRock GA Disciplined Volatility Equity Fund |
| BlackRock GA Enhanced Equity Fund |
| BlackRock Global Allocation Fund, Inc. |
| BlackRock Health Sciences Trust |
| BlackRock Income Trust, Inc. |
| BlackRock Investment Quality Municipal Trust, Inc. |
| BlackRock Latin America Fund, Inc. |
| BlackRock Limited Duration Income Trust |
| BlackRock Long Horizon Equity Fund |
| BlackRock Long-Term Municipal Advantage Trust |
| BlackRock Maryland Municipal Bond Trust |
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|
BlackRock Massachusetts Tax-Exempt Trust |
| BlackRock Multi-Sector Income Trust |
| BlackRock Multi-Sector Opportunities Trust |
| BlackRock Municipal 2018 Term Trust |
| BlackRock Municipal 2020 Term Trust |
| BlackRock Municipal 2030 Target Term Trust |
| BlackRock Municipal Bond Trust |
| BlackRock Municipal Income Investment Quality Trust |
| BlackRock Municipal Income Investment Trust |
| BlackRock Municipal Income Quality Trust |
| BlackRock Municipal Income Trust |
| BlackRock Municipal Income Trust II |
| BlackRock Muni Intermediate Duration Fund, Inc. |
| BlackRock Muni New York Intermediate Duration Fund, Inc. |
| BlackRock MuniAssets Fund, Inc. |
| BlackRock MuniEnhanced Fund, Inc. |
| BlackRock MuniHoldings California Quality Fund, Inc. |
| BlackRock MuniHoldings Fund, Inc. |
| BlackRock MuniHoldings Fund II, Inc. |
| BlackRock MuniHoldings Investment Quality Fund, Inc. |
| BlackRock MuniHoldings New Jersey Quality Fund, Inc. |
| BlackRock MuniHoldings New York Quality Fund, Inc. |
| BlackRock MuniHoldings Quality Fund, Inc. |
| BlackRock MuniHoldings Quality Fund II, Inc. |
| BlackRock MuniVest Fund, Inc. |
| BlackRock MuniVest Fund II, Inc. |
| BlackRock MuniYield Arizona Fund, Inc. |
| BlackRock MuniYield California Fund, Inc. |
| BlackRock MuniYield California Quality Fund, Inc. |
| BlackRock MuniYield Fund, Inc. |
| BlackRock MuniYield Investment Fund, Inc. |
| BlackRock MuniYield Investment Quality Fund, Inc. |
| BlackRock MuniYield Michigan Quality Fund, Inc. |
| BlackRock MuniYield New Jersey Fund, Inc. |
| BlackRock MuniYield New York Quality Fund, Inc. |
| BlackRock MuniYield Pennsylvania Quality Fund |
| BlackRock MuniYield Quality Fund, Inc. |
| BlackRock MuniYield Quality Fund II, Inc. |
| BlackRock MuniYield Quality Fund III, Inc. |
| BlackRock Natural Resources Trust |
| BlackRock New York Municipal Income Quality Trust |
| BlackRock New York Municipal 2018 Term Trust |
| BlackRock New York Municipal Bond Trust |
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| BlackRock New York Municipal Income Trust |
| BlackRock New York Municipal Income Trust II |
| BlackRock Resources and Commodities Strategy Trust |
| BlackRock Science & Technology Trust |
| BlackRock Strategic Global Bond |
| BlackRock Strategic Municipal Trust |
| BlackRock Taxable Municipal Bond Trust |
| BlackRock Utilities, Infrastructure & Power Opportunities Trust |
| BlackRock Virginia Municipal Bond Trust |
| BlackRock Funds III |
| Master Investment Portfolio |
| BlackRock Funds VI |
| Master Investment Portfolio II |
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SCHEDULE B7
Fund Accounting Services
State Street shall maintain the books of account of each Fund and shall perform the following duties in the manner prescribed by such Fund’s Governing Documents:
| a. | Record general ledger entries; |
| b. | Accrue/calculate daily expenses; |
| c. | Calculate daily net income; |
| d. | Reconcile daily activity to the trial balance; |
| e. | Calculate and publish daily net asset value (“NAV”); |
| f. | Prepare account balances; and |
| g. | Provide such other accounting services as directed by the Funds, and mutually agreed upon by State Street, which may be required to enable each Fund to maintain its books and records in compliance with applicable law and generally accepted accounting principles. |
Each Fund shall provide timely prior notice to State Street of any modification in the manner in which such calculations are to be performed as prescribed in any revision to such Fund’s Governing Documents. For purposes of calculating the net asset value of a Fund, State Street shall value the Fund’s portfolio securities utilizing prices obtained from authorized Price Sources, or as directed on behalf the Funds. State Street shall not be responsible for any revisions to calculation methods unless such revisions are communicated in writing to State Street by the Fund Board.
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IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex I as of the last signature date set forth below.
| EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON SCHEDULE A TO THE AGREEMENT | ||||
| By: | /s/ Neal J. Andrews | |||
| Name: | Neal J. Andrews | |||
| Title: | Chief Financial Officer | |||
| STATE STREET BANK AND TRUST COMPANY | ||||
| By: | /s/ Andrew Erickson | |||
| Name: | Andrew Erickson | |||
| Title: | Executive Vice President | |||
21
Execution Copy
AMENDMENT TO ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT
This Amendment (the “Amendment”) to the Administration and Fund Accounting Services Agreement is made as of March 19, 2019 (the “Amendment Effective Date”) by and between each of the BlackRock management investment companies listed on Schedule A thereto (each, a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Administration and Fund Accounting Services Agreement made as of December 31, 2018 (the “Agreement”).
WITNESSETH:
WHEREAS, the Funds and the Administrator entered into the Agreement pursuant to which the Administrator provides certain administrative and accounting services to the Funds;
WHEREAS, the Funds and the Administrator desire to amend and supplement the Agreement upon the following terms and conditions; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Funds and the Administrator hereby agree as follows:
| 1. | Schedule A to the Agreement shall be replaced in its entirety by the Schedule A attached hereto. |
| 2. | Schedule B to the Agreement shall be replaced in its entirety by the Schedule B attached hereto. |
| 3. | Schedule B1 to the Agreement shall be replaced in its entirety by the Schedule B1 attached hereto. |
| 4. | Schedule B2 to the Agreement shall be replaced in its entirety by the Schedule B2 attached hereto. |
| 5. | Schedule B3 is hereby added to the Agreement and attached hereto. |
| 6. | Annex I to Schedule B6 to the Agreement shall be replaced in its entirety by Annex I attached hereto. |
| 7. | Schedule B7 to the Agreement shall be replaced in its entirety by the Schedule B7 attached hereto. |
| 8. | This Amendment may be executed in any number of counterparts, each constituting an original and all considered one and the same agreement. This Amendment is intended to modify and amend the Agreement and the terms of this Amendment and the Agreement are to be construed to be cumulative and not exclusive of each other. Except as provided herein, the Agreement is hereby ratified and confirmed and remains in full force and effect. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.
| EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON SCHEDULE A HERETO | ||||
| By: | /s/ Neal J. Andrews | |||
| Name: | Neal J. Andrews | |||
| Title: | Chief Financial Officer | |||
| STATE STREET BANK AND TRUST COMPANY | ||||
| By: | /s/ Andrew Erickson | |||
| Name: | Andrew Erickson | |||
| Title: | Executive Vice President | |||
Information Classification: Confidential
2
SCHEDULE A
TO
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Updated as of March 19, 2019
Open-End Funds
| BLK Ticker |
Custody | |||||
| BlackRock California Municipal Series Trust | ||||||
| 1. |
BlackRock California Municipal Opportunities Fund |
BR-CAMO |
LCP2 | |||
| BlackRock FundsSM |
||||||
| 2. |
BlackRock Advantage Emerging Markets Fund |
BR_EMR-AGG |
0CNC | |||
| 3. |
BlackRock Emerging Markets Equity Strategies Fund |
BR_EMES-AG |
0CRC | |||
| 4. |
BlackRock Global Long/Short Equity Fund |
BR_GLS-AGG |
0CNK | |||
| 5. |
BlackRock Impact U.S. Equity Fund |
BR_IMPR3 |
89iE | |||
| 6. |
BlackRock Total Emerging Markets Fund |
BR_EMAL-AG |
0CPC | |||
| 7. |
iShares Developed Real Estate Index Fund |
MF_DRE |
0CiE | |||
| 8. |
iShares Edge MSCI Min Vol EAFE Index Fund |
BR_MVEAFE |
0CiO | |||
| 9. |
iShares Edge MSCI Min Vol USA Index Fund |
BR_MVUSA |
0CiN | |||
| 10. |
iShares Edge MSCI Multifactor Intl Index Fund |
BR_MFINT |
0CiM | |||
| 11. |
iShares Edge MSCI Multifactor USA Index Fund |
BR_MFUSA |
0CiL | |||
| 12. |
iShares MSCI Asia ex Japan Index Fund |
MF_AASXJ |
0CiD | |||
| 13. |
iShares MSCI Developed World Index Fund |
MF_URTH |
0CiA | |||
| 14. |
iShares Municipal Bond Index Fund |
BR-MNDX |
0CiV | |||
| 15. |
iShares Russell Mid-Cap Index Fund |
MF_IWR |
0CiB | |||
| 16. |
iShares Russell Small/Mid-Cap Index Fund |
MF_SMC |
0CiG | |||
| 17. |
iShares Short-Term TIPS Bond Index Fund |
BR_TIPS0 |
0CiH | |||
| 18. |
iShares Total U.S. Stock Market Index Fund |
MF_IWV |
0CiF | |||
| BlackRock Funds III |
||||||
| 19. |
BlackRock LifePath Dynamic Retirement Portfolio |
FF_MIPRET |
0BC0 | |||
| 20. |
BlackRock LifePath Dynamic 2020 Portfolio |
FF_MIP2020 |
0BC2 | |||
| 21. |
BlackRock LifePath Dynamic 2025 Portfolio |
FF_MIP2025 |
0CJA | |||
| 22. |
BlackRock LifePath Dynamic 2030 Portfolio |
FF_MIP2030 |
0BC3 | |||
| 23. |
BlackRock LifePath Dynamic 2035 Portfolio |
FF_MIP2035 |
0CJB | |||
| 24. |
BlackRock LifePath Dynamic 2040 Portfolio |
FF_MIP2040 |
0BC4 | |||
| 25. |
BlackRock LifePath Dynamic 2045 Portfolio |
FF_MIP2045 |
0CJD | |||
| 26. |
BlackRock LifePath Dynamic 2050 Portfolio |
FF_MIP2050 |
0BC5 | |||
| 27. |
BlackRock LifePath Dynamic 2055 Portfolio |
FF_MIP2055 |
0CJE | |||
| 28. |
BlackRock LifePath Dynamic 2060 Portfolio |
FF_MIP2060 |
0CS1 | |||
| 29. |
BlackRock LifePath Index Retirement Portfolio |
FFIRET |
0CMA | |||
| 30. |
BlackRock LifePath Index 2020 Portfolio |
FFI2020 |
0CMB | |||
| 31. |
BlackRock LifePath Index 2025 Portfolio |
FFI2025 |
0CMD | |||
| 32. |
BlackRock LifePath Index 2030 Portfolio |
FFI2030 |
0CME | |||
| 33. |
BlackRock LifePath Index 2035 Portfolio |
FFI2035 |
0CMF | |||
| 34. |
BlackRock LifePath Index 2040 Portfolio |
FFI2040 |
0CMG | |||
| 35. |
BlackRock LifePath Index 2045 Portfolio |
FFI2045 |
0CMH | |||
| 36. |
BlackRock LifePath Index 2050 Portfolio |
FFI2050 |
0CMi | |||
| 37. |
BlackRock LifePath Index 2055 Portfolio |
FFI2055 |
0CMJ | |||
| 38. |
BlackRock LifePath Index 2060 Portfolio |
FFI2060 |
0CMY | |||
| 39. |
iShares Russell 1000 Large-Cap Index Fund |
FFMFR1IN |
0CMN | |||
Information Classification: Confidential
3
| 40. |
iShares S&P 500 Index Fund |
FF-WFSPX |
0BC7 | |||
| 41. |
iShares MSCI Total International Index Fund |
FFACXUS |
0CHX | |||
| 42. |
iShares U.S. Aggregate Bond Index Fund |
FF-WFBIX |
0BC6 | |||
| BlackRock Funds IV | ||||||
| 43. |
BlackRock Alternative Capital Strategies Fund |
BR-ACS-AG |
0CQK | |||
| 44. |
BlackRock Impact Bond Fund |
BR-IMPBD |
89iF | |||
| BlackRock Funds V |
||||||
| 45. |
BlackRock Emerging Markets Bond Fund |
BR-EMDHD |
89KF | |||
| 46. |
BlackRock Emerging Markets Local Currency Bond Fund |
BR-EMDLCL |
89KG | |||
| BlackRock Funds VI |
||||||
| 47. |
BlackRock CoreAlpha Bond Fund |
FFMIPCORA |
0CHU | |||
| BlackRock Index Funds, Inc. |
||||||
| 48. |
iShares MSCI EAFE International Index Fund |
MF_INTL |
LCW1 | |||
| 49. |
iShares Russell 2000 Small-Cap Index Fund |
FF_SC |
89Q5 | |||
| BlackRock Mid Cap Dividend Series, Inc. |
||||||
| 50. |
BlackRock Mid Cap Dividend Fund |
BR_MVO_AG |
LCP0 | |||
| BlackRock Municipal Bond Fund, Inc. |
||||||
| 51. |
BlackRock High Yield Municipal Fund |
BR-HYMUNI |
LCP6 | |||
| 52. |
BlackRock National Municipal Fund |
BR-NATL |
LCP8 | |||
| 53. |
BlackRock Short-Term Municipal Fund |
BR-STMUNI |
LCP9 | |||
| BlackRock Municipal Series Trust |
||||||
| 54. |
BlackRock Strategic Municipal Opportunities Fund |
BR-SMO-AG |
89KC | |||
| BlackRock Multi-State Municipal Series Trust | ||||||
| 55. |
BlackRock New Jersey Municipal Bond Fund |
BR-NJMUNI |
8969 | |||
| 56. |
BlackRock New York Municipal Opportunities Fund |
BR-NYMO |
8938 | |||
| 57. |
BlackRock Pennsylvania Municipal Bond Fund |
BR-PAMUNI |
8951 | |||
| FDP Series, Inc. |
||||||
| 58. |
FDP BlackRock Equity Dividend Fund |
FDP_VKMP |
LCNL | |||
| 59. |
FDP BlackRock Capital Appreciation Fund |
FDP_JAN |
LCNH | |||
| 60. |
FDP BlackRock International Fund |
FDP_MFS |
LCNJ | |||
| FDP Series II, Inc. |
||||||
| 61. |
FDP BlackRock CoreAlpha Bond Fund |
FDP-FT |
LCNG | |||
| Managed Account Series |
||||||
| 62. |
BlackRock GA Disciplined Volatility Equity Trust |
GA-LDDV-AG |
LYCK | |||
| 63. |
BlackRock GA Enhanced Equity Fund |
GA-LDEE-AG |
LCYC | |||
| Master Investment Portfolio |
||||||
| 64. |
Active Stock Master Portfolio |
MIPCORE-AG |
0BEC | |||
| 65. |
International Tilts Master Portfolio |
INTLLP |
0CR0 | |||
| 66. |
Large Cap Index Master Portfolio |
MFR1INDX |
0CML | |||
| 67. |
LifePath Dynamic Retirement Master Portfolio |
MIP2000-AG |
0BQC | |||
| 68. |
LifePath Dynamic 2020 Master Portfolio |
MIP2020-AG |
0BRC | |||
| 69. |
LifePath Dynamic 2025 Master Portfolio |
MIP2025-AG |
0CJC | |||
| 70. |
LifePath Dynamic 2030 Master Portfolio |
MIP2030-AG |
0BRK | |||
| 71. |
LifePath Dynamic 2035 Master Portfolio |
MIP2035-AG |
0CJK | |||
| 72. |
LifePath Dynamic 2040 Master Portfolio |
MIP2040-AG |
0BSC | |||
| 73. |
LifePath Dynamic 2045 Master Portfolio |
MIP2045-AG |
0CMC | |||
| 74. |
LifePath Dynamic 2050 Master Portfolio |
MIP2050-AG |
0BSK | |||
| 75. |
LifePath Dynamic 2055 Master Portfolio |
MIP2055-AG |
0CMK | |||
| 76. |
LifePath Dynamic 2060 Master Portfolio |
MIP2060-AG |
0CSK | |||
| 77. |
LifePath Index Retirement Master Portfolio |
MIPIRET |
0CLA | |||
Information Classification: Confidential
4
| 78. |
LifePath Index 2020 Master Portfolio |
MIPI2020 |
0CLB | |||
| 79. |
LifePath Index 2025 Master Portfolio |
MIPI2025 |
0CLD | |||
| 80. |
LifePath Index 2030 Master Portfolio |
MIPI2030 |
0CLE | |||
| 81. |
LifePath Index 2035 Master Portfolio |
MIPI2035 |
0CLF | |||
| 82. |
LifePath Index 2040 Master Portfolio |
MIPI2040 |
0CLG | |||
| 83. |
LifePath Index 2045 Master Portfolio |
MIPI2045 |
0CLH | |||
| 84. |
LifePath Index 2050 Master Portfolio |
MIPI2050 |
0CLi | |||
| 85. |
LifePath Index 2055 Master Portfolio |
MIPI2055 |
0CLJ | |||
| 86. |
LifePath Index 2060 Master Portfolio |
MIPI2060 |
0CLY | |||
| 87. |
S&P 500 Index Master Portfolio |
MIPSP |
0BAM | |||
| 88. |
Total International ex-U.S. Index Master |
MFACXUS |
0CHW | |||
| 89. |
U.S. Total Bond Index Master Portfolio |
MIP_AGG |
0BAL | |||
| Master Investment Portfolio II |
||||||
| 90. |
CoreAlpha Bond Master Portfolio |
MIP_CORA |
0BDY | |||
| Quantitative Master Series, LLC |
||||||
| 91. |
Master Small Cap Index Series |
MF_SC-AGG |
89QC | |||
| 92. |
BlackRock Advantage Global Fund, Inc. |
BAT_GSC-AG |
LCNS | |||
| 93. |
BlackRock Asian Dragon Fund, Inc. |
BR_PAC |
LCPF | |||
| 94. |
BlackRock Emerging Markets Fund, Inc. |
E_DCM |
LCNQ | |||
| 95. |
BlackRock Equity Dividend Fund |
BR_EDF |
8935 | |||
| 96. BlackRock EuroFund |
E_EURO |
LCNF | ||||
| 97. |
BlackRock Global Allocation Fund, Inc. |
BRGAX-AGG |
LCSK | |||
| 98. |
BlackRock Latin America Fund, Inc. |
BR_LAT |
LCPB | |||
| 99. |
BlackRock Long Horizon Equity Fund |
BRGD-AG |
LCNC | |||
| 100. BlackRock Natural Resources Trust |
BR_NRT |
LCQ2 | ||||
| 101. BlackRock Strategic Global Bond Fund, Inc. |
BR-WI-AGG |
896K | ||||
| Closed-End Funds |
||||||
| 102. BlackRock 2022 Global Opportunity Income Trust |
BGIO |
89KE | ||||
| 103. BlackRock California Municipal Income Trust |
BFZ |
D2H1 | ||||
| 104. BlackRock Credit Strategies Fund1 |
CREDX |
89DC | ||||
| 105. BlackRock Core Bond Trust |
BHK-AGG |
D2i2 | ||||
| 106. BlackRock Corporate High Yield Fund, Inc. |
HYT |
8986 | ||||
| 107. BlackRock Credit Allocation Income Trust |
BTZ-PREF |
D2iM | ||||
| 108. BlackRock Debt Strategies Fund, Inc. |
DSU |
LCPI | ||||
| 109. BlackRock Energy and Resources Trust |
BGR |
LCXA | ||||
| 110. BlackRock Enhanced Capital & Income Fund, Inc. |
CII-AG |
LCXB | ||||
| 111. BlackRock Enhanced Equity Dividend Trust |
BDJ |
LCXD | ||||
| 112. BlackRock Enhanced Global Dividend Trust |
BGO |
LCXE | ||||
| 113. BlackRock Enhanced Government Fund, Inc. |
EGF |
89E8 | ||||
| 114. BlackRock Enhanced International Dividend Trust |
BGY-AGG |
LCXG | ||||
| 115. BlackRock Floating Rate Income Strategies Fund, Inc. |
FRA |
89D9 | ||||
| 116. BlackRock Floating Rate Income Trust |
BGT2 |
D2i8 | ||||
| 117. BlackRock Florida Municipal 2020 Term Trust |
BFO |
D1Z8 | ||||
| 118. BlackRock Health Sciences Trust |
BME |
LCXF | ||||
| 119. BlackRock Income Trust, Inc. |
BKT |
2i14 | ||||
| 120. BlackRock Investment Quality Municipal Trust, Inc. |
BKN |
B158 | ||||
| 121. BlackRock Limited Duration Income Trust |
BLW |
D2i7 | ||||
| 122. BlackRock Long-Term Municipal Advantage Trust |
BTA |
D0Z8 | ||||
| 123. BlackRock Maryland Municipal Bond Trust |
BZM |
D0Z3 | ||||
Information Classification: Confidential
5
| 124. BlackRock Massachusetts Tax-Exempt Trust |
MHE |
89L5 | ||
| 125. BlackRock Multi-Sector Income Trust |
BIT-AGG |
89K1 | ||
| 126. BlackRock Multi-Sector Opportunities Trust Series |
MSO-AGG |
89JC | ||
| 127. BlackRock Municipal 2020 Term Trust |
BKK |
D1Z9 | ||
| 128. BlackRock Municipal 2030 Target Term Trust |
BTT2 |
89R7 | ||
| 129. BlackRock Municipal Bond Trust |
BBK |
D0Z2 | ||
| 130. BlackRock Municipal Income Investment Quality Trust |
BAF |
D1Z5 | ||
| 131. BlackRock Municipal Income Investment Trust |
BBF |
D2H2 | ||
| 132. BlackRock Municipal Income Quality Trust |
BYM |
D1Z4 | ||
| 133. BlackRock Municipal Income Trust |
BFK |
D2H5 | ||
| 134. BlackRock Municipal Income Trust II |
BLE |
D1Z1 | ||
| 135. BlackRock Muni Intermediate Duration Fund, Inc. |
MUI |
89D5 | ||
| 136. BlackRock Muni New York Intermediate Duration Fund, Inc. |
MNE |
89D7 | ||
| 137. BlackRock MuniAssets Fund, Inc. |
MUA |
LCQA | ||
| 138. BlackRock MuniEnhanced Fund, Inc. |
MEN |
8928 | ||
| 139. BlackRock MuniHoldings California Quality Fund, Inc. |
MUC |
LCQB | ||
| 140. BlackRock MuniHoldings Fund, Inc. |
MHD |
LCQD | ||
| 141. BlackRock MuniHoldings Fund II, Inc. |
MUH |
LCQE | ||
| 142. BlackRock MuniHoldings Investment Quality Fund |
MFL |
LCQG | ||
| 143. BlackRock MuniHoldings New Jersey Quality Fund, Inc. |
MUJ |
LCQH | ||
| 144. BlackRock MuniHoldings New York Quality Fund, Inc. |
MHN |
LCQJ | ||
| 145. BlackRock MuniHoldings Quality Fund, Inc. |
MUS |
LCQF | ||
| 146. BlackRock MuniHoldings Quality Fund II, Inc. |
MUE |
89B4 | ||
| 147. BlackRock MuniVest Fund, Inc. |
MVF |
LCQL | ||
| 148. BlackRock MuniVest Fund II, Inc. |
MVT |
LCQM | ||
| 149. BlackRock MuniYield Arizona Fund, Inc. |
MZA |
LCQN | ||
| 150. BlackRock MuniYield California Fund, Inc. |
MYC |
LCQP | ||
| 151. BlackRock MuniYield California Quality Fund, Inc. |
MCA2 |
8958 | ||
| 152. BlackRock MuniYield Fund, Inc. |
MYD |
LCQR | ||
| 153. BlackRock MuniYield Investment Fund |
MYF |
LCQU | ||
| 154. BlackRock MuniYield Investment Quality Fund |
MFT |
LCQS | ||
| 155. BlackRock MuniYield Michigan Quality Fund, Inc. |
MIY |
LCQV | ||
| 156. BlackRock MuniYield New Jersey Fund, Inc. |
MYJ |
LCQX | ||
| 157. BlackRock MuniYield New York Quality Fund, Inc. |
MYN |
LCQZ | ||
| 158. BlackRock MuniYield Pennsylvania Quality Fund |
MPA |
8956 | ||
| 159. BlackRock MuniYield Quality Fund, Inc. |
MQY |
8952 | ||
| 160. BlackRock MuniYield Quality Fund II, Inc. |
MQT |
LCQ1 | ||
| 161. BlackRock MuniYield Quality Fund III, Inc. |
MYI |
8932 | ||
| 162. BlackRock New York Municipal Income Quality Trust |
BSE |
D1Z7 | ||
| 163. BlackRock New York Municipal Bond Trust |
BQH |
D0Z1 | ||
| 164. BlackRock New York Municipal Income Trust |
BNY |
D2H3 | ||
| 165. BlackRock New York Municipal Income Trust II |
BFY |
D1Z2 | ||
| 166. BlackRock Resources and Commodities Strategy Trust |
BCX-AGG |
LCXH | ||
| 167. BlackRock Science & Technology Trust |
BST |
LCXI | ||
| 168. BlackRock Strategic Municipal Trust |
BSD |
B195 | ||
| 169. BlackRock Taxable Municipal Bond Trust |
BBN |
89J1 | ||
| 170. BlackRock Utilities, Infrastructure & Power Opportunities Trust |
BUI |
LCXJ | ||
| 171. BlackRock Virginia Municipal Bond Trust |
BHV |
D0Z5 |
Information Classification: Confidential
6
| Money Market Funds* |
||||||
| BlackRock Funds III |
||||||
| 172. |
BlackRock Cash Funds: Institutional |
FFCIXX |
0BBO | |||
| 173. |
BlackRock Cash Funds: Treasury |
FFCTXX |
0BBL | |||
| BlackRock Financial Institutions Series Trust |
||||||
| 174. |
Summit Cash Reserves Fund |
L-SCR |
LCRG | |||
| SL Liquidity Series, LLC |
||||||
| 175. |
Money Market Series |
L-MMS |
C7G7 | |||
| Funds for Institutions Series |
||||||
| 176. |
BlackRock Premier Government Institutional Fund |
FF-L-PI |
89M5 | |||
| 177. |
BlackRock Select Treasury Strategies Institutional Fund |
FF-L-SI |
89M2 | |||
| 178. |
BlackRock Treasury Strategies Institutional Fund |
FF-L-IF |
89M6 | |||
| 179. |
FFI Government Fund |
L-GF |
8902 | |||
| 180. |
FFI Treasury Fund |
L-TF |
8905 | |||
| Master Institutional Money Market LLC |
||||||
| 181. |
Master Premier Government Institutional Portfolio |
MF_L_PI |
89A1 | |||
| 182. |
Master Treasury Strategies Institutional Portfolio |
MF_L_IF |
8901 | |||
| Master Investment Portfolio |
||||||
| 183. |
Money Market Master Portfolio |
MIPMMF |
0BB3 | |||
| 184. |
Treasury Money Market Master Portfolio |
TREASMM |
0BB2 | |||
| Retirement Series Trust |
||||||
| 185. |
Retirement Reserves Money Fund |
L-RR |
LCQ6 | |||
| 186. |
Ready Assets Government Liquidity Fund |
L-RAT |
LCQ3 | |||
| 187. |
Ready Assets U.S. Treasury Money Fund |
BR-TSYMM |
LCQ4 | |||
| Cayman Subsidiaries |
||||||
| 188. |
BlackRock Cayman Emerging Markets Allocation Fund, Ltd. |
BR_EMAL-KY |
0CPE | |||
| 189. |
BlackRock Cayman Global Allocation Fund I, Ltd. |
BR_GAF-C |
LCSZ | |||
| 190. |
Cayman GA Disciplined Volatility Equity Fund, Ltd. |
GA_LDDV_C |
LCYM | |||
| 191. |
Cayman GA Enhanced Equity Fund, Ltd. |
GA_LDEE_C |
LCYB | |||
| 192. |
BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. |
BCX-CA |
LCXL | |||
| 193. |
Strategic Global Bond Fund (Cayman) |
BR-WI-CAY |
896B | |||
| BlackRock ETF Trust |
||||||
| 194. BlackRock U.S. Equity Factor Rotation ETF |
DYNF |
9ETF | ||||
| * | N-PORT Services are not performed for these Portfolios |
Information Classification: Confidential
7
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
SCHEDULE B
LIST OF SERVICES
| I. |
Fund Administration Treasury Services as described in Schedule B1 attached hereto; |
| II. | Fund Administration Tax Services as described in Schedule B2 attached hereto; |
| III. | Fund Administration Legal Services as described in Schedule B3 attached hereto; |
| IV. | Reserved; |
| V. | Fund Administration Money Market Fund Services as described in Schedule B5 attached hereto; |
| VI. | Fund Administration Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto; and |
| VII. | Fund Accounting Services as described in Schedule B7 attached hereto. |
Information Classification: Confidential
8
Schedule B1
Fund Administration Treasury Services
Services applicable to all Funds:
| a. | Assist in preparation of reports for Fund Board materials and with any other work of a routine nature that requires information maintained or accessible through the Fund’s accounting and financial records; |
| b. | Prepare for the review by designated officer(s) of Fund’s financial information regarding the Funds that will be included in Fund’s semi-annual and annual shareholder reports, and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable; |
| c. | Coordinate the audit of the Funds’ financial statements by the Funds’ independent accountants, including the preparation of supporting audit workpapers and other schedules, and assist in resolution of audit issues; |
| d. | Prepare for the review by designated officer(s) of the Fund financial information required by Form N-1A (including expense fee tables, expense examples and financial highlights), Form N-2, proxy statements and such other reports, forms or filings as may be mutually agreed upon; |
| e. | Prepare for the review by designated officer(s) of the Fund quarterly fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Funds’ expenses, review calculations of fees paid to the Funds’ investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments; |
| f. | Prepare and disseminate vendor survey information; |
| g. | Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment; |
| h. | Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; |
| i. | Maintain certain books and records of the Funds as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon; |
| j. | Perform asset diversification testing to establish qualification as a RIC at each tax quarter end and as otherwise may be necessary and follow up on issues; |
Information Classification: Confidential
9
| k. | Perform qualifying income testing on book basis income, unless material differences are anticipated, to establish qualification as a RIC on a quarterly basis and as otherwise may be necessary and follow up on issues; |
| l. | Calculate periodic dividend rates to be declared in accordance with management guidelines. The Administrator will calculate amounts available for distribution and coordinate review by management and/or auditors. The Administrator will notify fund accounting, custody and transfer agent of authorized dividend rates in accordance with Board approved policy and report dividends to Board as required; and |
| m. | Review the Funds’ multi-class dividend calculation procedures and calculate periodic dividend rates to be declared in accordance with management guidelines in accordance with methodology for each class to ensure consistency with Rule 18f-3 and the Funds’ private letter ruling or published ruling. |
Services applicable to BlackRock Funds III, BlackRock CoreAlpha Bond Fund, Master Investment Portfolio, Master Investment Portfolio II and BlackRock ETF Trust:
| n. | Provide periodic testing of the Funds with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Funds contained in the Registration Statement for the Funds as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Fund as well as preparation of Board compliance materials; and |
| o. | Prepare and furnish total return performance information for the Funds, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Fund management. |
Service applicable to Closed-End Funds:
| p. | Deliver Ratings Agency Maintenance Compliance reporting and daily Line of Credit report for applicable Funds. |
Information Classification: Confidential
10
SCHEDULE B2
Fund Administration Tax Services
| I. | Fund Administration RIC Tax Services (applicable to all Funds) |
| a. | Provide detail reports for Qualified Dividend Income, Dividends Received Deduction and Foreign Tax Credit calculations as required; |
| b. | Provide reporting to support year-end tax calculations including tax-exempt income by state, income subject to alternative minimum tax; |
| c. | Maintain and reconcile book accounting data in partnership allocation system for all Master partnerships; and |
| d. | Compute contributed property adjustments for Master partnerships. |
| II. | Fund Administration RIC Tax Services (applicable to BlackRock Funds III, BlackRock Funds VI, Master Investment Portfolio, Master Investment Portfolio II and BlackRock ETF Trust) |
| a. | Prepare annual tax basis provisions for both excise and income tax purposes, including all tax adjustments and all tax financial statement disclosure; |
| b. | Prepare the Funds’ annual federal, state, and local income tax returns and extension requests for review and for execution and filing by the Fund’s independent accountants and execution and filing by the Fund’s treasurer, including Form 1120-RIC and Form 8613; |
| c. | Prepare annual primary, secondary and NRA shareholder reporting information relating to Form 1099-DIV and Form 1042; |
| d. | Preparation of financial information relating to Form 1099-DIV, including completion of the ICI Primary, Secondary and NRA forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit, United States Government obligations, Qualified Interest Income; |
| e. | Review annual minimum distribution calculations (income and capital gain) for both federal and excise tax purposes prior to their declaration; |
| f. | Participate in discussions of potential tax issues with the Funds and the Funds’ audit firm; |
| g. | Prepare capital gain estimates on a monthly or quarterly basis; and |
Information Classification: Confidential
11
| h. | Research tax notices and prepare response letters. |
Tax services, as described in this Schedule, do not include identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities.
| III. | Fund Administration Partnership Tax Services (applicable to BlackRock Funds III, BlackRock Funds VI, Master Investment Portfolio and Master Investment Portfolio II) |
Based on discussion with and direction by the Fund and its tax advisor regarding the tax treatment of various transactions of the Fund, the Administrator shall provide the following tax services. All schedules, statements and other reports prepared by the Administrator shall be reviewed by the Fund and agreed to by its tax advisor.
| a. | Perform on an ongoing basis, tax allocations for the Fund; |
| b. | Calculate taxable income in preparation for the Fund’s tax allocations; |
| c. | Calculate M-1 adjustments (including, but not limited to, market discounts, straddles, amortization of organization costs, wash sales, constructive sales and short sales); |
| d. | Allocate profits and losses to each Fund investor using the aggregate methodology agreed to by the Fund and its tax advisor and provide this information to the Fund’s tax advisor for preparation of the Fund’s Form K-1s and applicable tax forms; |
| e. | Track each investor’s tax basis |
| f. | Maintain the tax basis for a Fund’s underlying investments; |
| g. | Participate in discussions of potential tax issues with the Fund’s tax advisor; |
| h. | All schedules, statements and other reports prepared by the Administrator shall be reviewed by the Fund and agreed to by its tax advisor; and |
| i. | Research tax notices and prepare response letters. |
Tax services, as described in this Schedule, do not include (i) identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities; (ii) identification and notification of any transaction which is determined to lack economic substance under IRC Section 7701(o) or fails to satisfy any other similar law or rule; and (iii) notification of FBAR filing, if applicable.
Information Classification: Confidential
12
SCHEDULE B3
Fund Administration Legal Services
Services applicable to BlackRock ETF Trust:
| a. | Prepare for filing with the SEC the following documents: all amendments to the Registration Statement, including updates of the Prospectus and SAI for the Fund(s) and any supplements to the Prospectus and SAI for the Fund(s); |
| b. | Prepare for filing with the SEC proxy statements and provide consultation on proxy solicitation matters; |
| c. | Maintain general Board calendars and regulatory filings calendars; |
| d. | Assist the Fund in the handling of routine regulatory examinations of the Fund and work closely with the Fund’s legal counsel in response to any non-routine regulatory matters; and |
| e. | Maintain awareness of significant emerging regulatory and legislative developments that may affect the Fund, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate. |
Information Classification: Confidential
13
ANNEX 1
TO SCHEDULE B6
| Form N-PORT Services and Quarterly Portfolio of Investments Services |
Service Type: Form N-PORT and Filing) | |||||
| BlackRock California Municipal Series Trust: |
Standard | |||||
| BlackRock California Municipal Opportunities Fund |
BR-CAMO | LCP2 | ||||
| BlackRock ETF Trust: |
||||||
| BlackRock U.S. Equity Factor Rotation ETF |
DYNF | 9ETF | ||||
| BlackRock FundsSM : |
||||||
| BlackRock Advantage Emerging Markets Fund |
BR_EMR_AGG | 0CNC | ||||
| BlackRock Emerging Markets Equity Strategies Fund |
BR_EMES | 0CRC | ||||
| BlackRock Global Long/Short Equity Fund |
BR_GLS_AGG | 0CNK | ||||
| BlackRock Impact U.S. Equity Fund |
BR_IMPR3 | 89iE | ||||
| BlackRock Total Emerging Markets Fund |
BR_EMAL | 0CPC | ||||
| iShares Developed Real Estate Index Fund |
MF_DRE | 0CiE | ||||
| iShares Edge MSCI Min Vol EAFE Index Fund |
BR_MVEAFE | 0CiO | ||||
| iShares Edge MSCI Min Vol USA Index Fund |
BR_MVUSA | 0CiN | ||||
| iShares Edge MSCI Multifactor Intl Index Fund |
BR_MFINT | 0CiM | ||||
| iShares Edge MSCI Multifactor USA Index Fund |
BR_MFUSA | 0CiL | ||||
| iShares MSCI Developed World Index Fund |
MF_URTH | 0CiA | ||||
| iShares Municipal Bond Index Fund |
BR-MNDX | 0CiV | ||||
| iShares Russell Mid-Cap Index Fund |
MF_IWR | 0CiB | ||||
| iShares Russell Small/Mid-Cap Index Fund |
MF_SMC | 0CiG | ||||
| iShares Short -Term TIPS Bond Index Fund |
BR_TIPS0 | 0CiH | ||||
| iShares Total U.S. Stock Market Index Fund |
MF_IWV | 0CiF | ||||
| BlackRock Funds IV: |
||||||
| BlackRock Alternative Capital Strategies Fund |
BR-ACS-AG | 0CQK | ||||
| BlackRock Impact Bond Fund |
BR-IMPBD | 89iF | ||||
| BlackRock Funds V: |
||||||
| BlackRock Emerging Markets Bond Fund |
BR-EMDHD | 89KF | ||||
| BlackRock Emerging Markets Local Currency Bond Fund |
BR-EMDLCL | 89KG | ||||
| BlackRock Mid Cap Dividend Series, Inc.: |
||||||
| BlackRock Mid Cap Dividend Fund |
BR_MVO | LCP0 | ||||
| BlackRock Municipal Bond Fund, Inc.: |
||||||
| BlackRock High Yield Municipal Fund |
BR_HYMUNI | LCP6 | ||||
| BlackRock National Municipal Fund |
BR_NATL | LCP8 | ||||
| BlackRock Short-Term Municipal Fund |
BR_STMUNI | LCP9 | ||||
| BlackRock Municipal Series Trust: |
||||||
| BlackRock Strategic Municipal Opportunities Fund |
BR_SMO_AG | 89KC | ||||
| BlackRock Multi-State Municipal Series Trust: |
||||||
| BlackRock New Jersey Municipal Bond Fund |
BR_NJMUNI | 8969 | ||||
| BlackRock New York Municipal Opportunities Fund |
BR-NYMO | 8938 | ||||
| BlackRock Pennsylvania Municipal Bond Fund |
BR_PAMUNI | 8951 | ||||
| FDP Series, Inc. |
||||||
| FDP BlackRock Equity Dividend Fund |
FDP_VKMP | LCNL | ||||
Information Classification: Confidential
14
| FDP BlackRock Capital Appreciation Fund |
FDP_JAN |
LCNH |
||||
| FDP BlackRock International Fund |
FDP_MFS |
LCNJ |
||||
| FDP Series II, Inc. | ||||||
| FDP BlackRock CoreAlpha Bond Fund |
FDP-FT |
LCNG |
||||
| BlackRock Index Funds, Inc.: | ||||||
| iShares MSCI EAFE International Index Fund |
MF_INTL |
LCW1 |
||||
| iShares Russell 2000 Small -Cap Index Fund | FF_SC | 89Q5 | ||||
| Quantitative Master Series, LLC: | ||||||
| Master Extended Market Index Series |
MF_EMI |
LCTU |
||||
| Master Small Cap Index Series |
MF_SC |
89Q4 |
||||
| BlackRock 2022 Global Income Opportunity Trust | BGIO |
89KE |
||||
| BlackRock Advantage Global Fund, Inc. | BAT_GSC-AG |
LCNS |
||||
| BlackRock Asian Dragon Fund, Inc. | BR_PAC |
LCPF |
||||
| BlackRock California Municipal Income Trust | BFZ |
D2H1 |
||||
| BlackRock Credit Strategies Fund | CREDX |
89DC |
||||
| BlackRock Core Bond Trust | BHK |
D2i2 |
||||
| BlackRock Corporate High Yield Fund, Inc. | HYT |
8986 |
||||
| BlackRock Credit Allocation Income Trust | BTZ |
D2iM |
||||
| BlackRock Debt Strategies Fund, Inc. | DSU |
LCPI |
||||
| BlackRock Emerging Markets Fund, Inc. | E_DCM |
LCNQ |
||||
| BlackRock Energy and Resources Trust | BGR |
LCXA |
||||
| BlackRock Enhanced Capital & Income Fund, Inc. | CII |
LCXB |
||||
| BlackRock Enhanced Equity Dividend Trust | BDJ |
LCXD |
||||
| BlackRock Enhanced Global Dividend Trust | BGO |
LCXE |
||||
| BlackRock Enhanced Government Fund, Inc. | EGF |
89E8 |
||||
| BlackRock Enhanced International Dividend Trust | BGY |
LCXG |
||||
| BlackRock Equity Dividend Fund | BR_EDF |
8935 |
||||
| BlackRock EuroFund | E_EURO |
LCNF |
||||
| BlackRock Floating Rate Income Strategies Fund, Inc. | FRA |
89D9 |
||||
| BlackRock Floating Rate Income Trust | BGT2 |
D2i8 |
||||
| BlackRock Florida Municipal 2020 Term Trust | BFO |
D1Z8 |
||||
| BlackRock GA Disciplined Volatility Equity Fund |
GA-LDDV-AG |
LCYK |
||||
| BlackRock GA Enhanced Equity Fund |
GA-LDEE-AG |
LCYC |
||||
| BlackRock Global Allocation Fund, Inc. | BRGAX-AGG |
LCSK |
||||
| BlackRock Health Sciences Trust | BME |
LCXF |
||||
| BlackRock Income Trust, Inc. | BKT |
2i14 |
||||
| BlackRock Investment Quality Municipal Trust, Inc. | BKN |
B158 |
||||
| BlackRock Latin America Fund, Inc. | BR_LAT |
LCPB |
||||
| BlackRock Limited Duration Income Trust | BLW |
D2i7 |
||||
| BlackRock Long-Horizon Equity Fund | BRGD-AG |
LCNC |
||||
| BlackRock Long-Term Municipal Advantage Trust | BTA |
D0Z8 |
||||
| BlackRock Maryland Municipal Bond Trust | BZM |
D0Z3 |
||||
| BlackRock Massachusetts Tax-Exempt Trust | MHE |
89L5 |
||||
| BlackRock Multi-Sector Income Trust | BIT |
89K1 |
||||
| BlackRock Multi-Sector Opportunities Trust | MSO |
89JC |
||||
| BlackRock Municipal 2020 Term Trust | BKK |
D1Z9 |
||||
| BlackRock Municipal 2030 Target Term Trust | BTT2 |
89R7 |
||||
| BlackRock Municipal Bond Trust | BBK |
D0Z2 |
||||
| BlackRock Municipal Income Investment Quality Trust | BAF |
D1Z5 |
||||
| BlackRock Municipal Income Investment Trust | BBF |
D2H2 |
||||
| BlackRock Municipal Income Quality Trust | BYM |
D1Z4 |
Information Classification: Confidential
15
| BlackRock Municipal Income Trust | BFK | D2H5 | ||||
| BlackRock Municipal Income Trust II | BLE | D1Z1 | ||||
| BlackRock Muni Intermediate Duration Fund, Inc. | MUI | 89D5 | ||||
| BlackRock Muni New York Intermediate Duration Fund, Inc. | MNE | 89D7 | ||||
| BlackRock MuniAssets Fund, Inc. | MUA | LCQA | ||||
| BlackRock MuniEnhanced Fund, Inc. | MEN | 8928 | ||||
| BlackRock MuniHoldings California Quality Fund, Inc. | MUC | LCQB | ||||
| BlackRock MuniHoldings Fund, Inc. | MHD | LCQD | ||||
| BlackRock MuniHoldings Fund II, Inc. | MUH | LCQE | ||||
| BlackRock MuniHoldings Investment Quality Fund | MFL | LCQG | ||||
| BlackRock MuniHoldings New Jersey Quality Fund, Inc. | MUJ | LCQH | ||||
| BlackRock MuniHoldings New York Quality Fund, Inc. | MHN | LCQJ | ||||
| BlackRock MuniHoldings Quality Fund, Inc. | MUS | LCQF | ||||
| BlackRock MuniHoldings Quality Fund II, Inc. | MUE | 89B4 | ||||
| BlackRock MuniVest Fund, Inc. | MVF | LCQL | ||||
| BlackRock MuniVest Fund II, Inc. | MVT | LCQM | ||||
| BlackRock MuniYield Arizona Fund, Inc. | MZA | LCQN | ||||
| BlackRock MuniYield California Fund, Inc. | MYC | LCQP | ||||
| BlackRock MuniYield California Quality Fund, Inc. | MCA2 | 8958 | ||||
| BlackRock MuniYield Fund, Inc. | MYD | LCQR | ||||
| BlackRock MuniYield Investment Fund | MYF | LCQU | ||||
| BlackRock MuniYield Investment Quality Fund | MFT | LCQS | ||||
| BlackRock MuniYield Michigan Quality Fund, Inc. | MIY | LCQV | ||||
| BlackRock MuniYield New Jersey Fund, Inc. | MYJ | LCQX | ||||
| BlackRock MuniYield New York Quality Fund, Inc. | MYN | LCQZ | ||||
| BlackRock MuniYield Pennsylvania Quality Fund | MPA | 8956 | ||||
| BlackRock MuniYield Quality Fund, Inc. | MQY | 8952 | ||||
| BlackRock MuniYield Quality Fund II, Inc. | MQT | LCQ1 | ||||
| BlackRock MuniYield Quality Fund III, Inc. | MYI | 8932 | ||||
| BlackRock Natural Resources Trust | BR_NRT | LCQ2 | ||||
| BlackRock New York Municipal Income Quality Trust | BSE | D1Z7 | ||||
| BlackRock New York Municipal Bond Trust | BQH | D0Z1 | ||||
| BlackRock New York Municipal Income Trust | BNY | D2H3 | ||||
| BlackRock New York Municipal Income Trust II | BFY | D1Z2 | ||||
| BlackRock Resources and Commodities Strategy Trust | BCX | LCXH | ||||
| BlackRock Science & Technology Trust | BST | LCXI | ||||
| BlackRock Strategic Global Bond, Inc. | BR-WI-AGG | 896K | ||||
| BlackRock Strategic Municipal Trust | BSD | B195 | ||||
| BlackRock Taxable Municipal Bond Trust | BBN | 89J1 | ||||
| BlackRock Utilities, Infrastructure & Power Opportunities Trust | BUI | LCXJ | ||||
| BlackRock Virginia Municipal Bond Trust | BHV | D0Z5 |
|
Form N-CEN Services |
| BlackRock California Municipal Series Trust |
| BlackRock ETF Trust |
| BlackRock Financial Institutions Series Trust |
| BlackRock FundsSM |
Information Classification: Confidential
16
| BlackRock Funds IV |
| BlackRock Funds V |
| BlackRock Mid Cap Dividend Series, Inc. |
| BlackRock Municipal Bond Fund, Inc. |
| BlackRock Municipal Series Trust |
| BlackRock Multi-State Municipal Series Trust |
| Retirement Series Trust |
| FDP Series, Inc. |
| FDP Series II, Inc. |
| Funds for Institutions Series |
| BlackRock Index Funds, Inc. |
| Managed Account Series |
| Master Institutional Money Market LLC |
| Quantitative Master Series, LLC |
| BlackRock 2022 Global Income Opportunity Trust |
| BlackRock Advantage Global Fund, Inc. |
| BlackRock Asian Dragon Fund, Inc. |
| BlackRock California Municipal Income Trust |
| BlackRock Credit Strategies Fund |
| BlackRock Core Bond Trust |
| BlackRock Corporate High Yield Fund, Inc. |
| BlackRock Credit Allocation Income Trust |
| BlackRock Debt Strategies Fund, Inc. |
| BlackRock Emerging Markets Fund, Inc. |
| BlackRock Energy and Resources Trust |
| BlackRock Enhanced Capital & Income Fund, Inc. |
| BlackRock Enhanced Equity Dividend Trust |
| BlackRock Enhanced Global Dividend Trust |
| BlackRock Enhanced Government Fund, Inc. |
| BlackRock Enhanced International Dividend Trust |
| BlackRock Equity Dividend Fund |
| BlackRock EuroFund |
| BlackRock Floating Rate Income Strategies Fund, Inc. |
| BlackRock Floating Rate Income Trust |
| BlackRock Florida Municipal 2020 Term Trust |
| BlackRock Global Allocation Fund, Inc. |
| BlackRock Health Sciences Trust |
| BlackRock Income Trust, Inc. |
| BlackRock Investment Quality Municipal Trust, Inc. |
| BlackRock Latin America Fund, Inc. |
| BlackRock Limited Duration Income Trust |
| BlackRock Long-Horizon Equity Fund |
| BlackRock Long-Term Municipal Advantage Trust |
| BlackRock Maryland Municipal Bond Trust |
| BlackRock Massachusetts Tax-Exempt Trust |
| BlackRock Multi-Sector Income Trust |
| BlackRock Multi-Sector Opportunities Trust |
| BlackRock Municipal 2020 Term Trust |
| BlackRock Municipal 2030 Target Term Trust |
| BlackRock Municipal Bond Trust |
| BlackRock Municipal Income Investment Quality Trust |
Information Classification: Confidential
17
| BlackRock Municipal Income Investment Trust |
| BlackRock Municipal Income Quality Trust |
| BlackRock Municipal Income Trust |
| BlackRock Municipal Income Trust II |
| BlackRock Muni Intermediate Duration Fund, Inc. |
| BlackRock Muni New York Intermediate Duration Fund, Inc. |
| BlackRock MuniAssets Fund, Inc. |
| BlackRock MuniEnhanced Fund, Inc. |
| BlackRock MuniHoldings California Quality Fund, Inc. |
| BlackRock MuniHoldings Fund, Inc. |
| BlackRock MuniHoldings Fund II, Inc. |
| BlackRock MuniHoldings Investment Quality Fund |
| BlackRock MuniHoldings New Jersey Quality Fund, Inc. |
| BlackRock MuniHoldings New York Quality Fund, Inc. |
| BlackRock MuniHoldings Quality Fund, Inc. |
| BlackRock MuniHoldings Quality Fund II, Inc. |
| BlackRock MuniVest Fund, Inc. |
| BlackRock MuniVest Fund II, Inc. |
| BlackRock MuniYield Arizona Fund, Inc. |
| BlackRock MuniYield California Fund, Inc. |
| BlackRock MuniYield California Quality Fund, Inc. |
| BlackRock MuniYield Fund, Inc. |
| BlackRock MuniYield Investment Fund |
| BlackRock MuniYield Investment Quality Fund |
| BlackRock MuniYield Michigan Quality Fund, Inc. |
| BlackRock MuniYield New Jersey Fund, Inc. |
| BlackRock MuniYield New York Quality Fund, Inc. |
| BlackRock MuniYield Pennsylvania Quality Fund |
| BlackRock MuniYield Quality Fund, Inc. |
| BlackRock MuniYield Quality Fund II, Inc. |
| BlackRock MuniYield Quality Fund III, Inc. |
| BlackRock Natural Resources Trust |
| BlackRock New York Municipal Income Quality Trust |
| BlackRock New York Municipal Bond Trust |
| BlackRock New York Municipal Income Trust |
| BlackRock New York Municipal Income Trust II |
| BlackRock Resources and Commodities Strategy Trust |
| BlackRock Science & Technology Trust |
| BlackRock Strategic Global Bond, Inc. |
| BlackRock Strategic Municipal Trust |
| BlackRock Taxable Municipal Bond Trust |
| BlackRock Utilities, Infrastructure & Power Opportunities Trust |
| BlackRock Virginia Municipal Bond Trust |
| Ready Assets Government Liquidity Fund |
| Ready Assets U.S. Treasury Money Fund |
| Ready Assets U.S.A Government Money Fund |
Information Classification: Confidential
18
SCHEDULE B7
Fund Accounting Services
State Street shall maintain the books of account of each Fund and shall perform the following duties in the manner prescribed by such Fund’s Governing Documents:
Services applicable to all Funds:
| a. | Record general ledger entries; |
| b. | Accrue/calculate daily expenses; |
| c. | Calculate daily net income; |
| d. | Reconcile daily activity to the trial balance; |
| e. | Calculate and publish daily net asset value (“NAV”); |
| f. | Prepare account balances; and |
| g. | Provide such other accounting services as directed by the Funds, and mutually agreed upon by State Street, which may be required to enable each Fund to maintain its books and records in compliance with applicable law and generally accepted accounting principles. |
Services applicable BlackRock ETF Trust:
| h. | Process and record trades related to ETF orders and cap stock on the accounting records; and |
| i. | Prepare the calculation and reporting of the Actual Cash Component and required Data for Projected Cash Component for each Portfolio after the end of each trading day on the New York Stock Exchange (the (“NYSE”), in accordance with the respective Portfolio’s policies as adopted from time to time by the Board and in accordance with the Prospectus. |
Each Fund shall provide timely prior notice to State Street of any modification in the manner in which such calculations are to be performed as prescribed in any revision to such Fund’s Governing Documents. For purposes of calculating the net asset value of a Fund, State Street shall value the Fund’s portfolio securities utilizing prices obtained from authorized Price Sources, or as directed on behalf the Funds. State Street shall not be responsible for any revisions to calculation methods unless such revisions are communicated in writing to State Street by the Fund Board.
Information Classification: Confidential
19
(d)(6)
Execution Version
MASTER CUSTODIAN AGREEMENT
Between
Each BlackRock Entity Listed in Appendix A
And
State Street Bank and Trust Company
Dated as of December 31, 2018
TABLE OF CONTENTS
| Page | ||||||
| 1. |
DEFINITIONS |
3 | ||||
| 2. |
EMPLOYMENT OF CUSTODIAN |
5 | ||||
| 3. |
ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES |
6 | ||||
| 4. |
PROVISIONS RELATING TO RULES 17F-5 AND 17F-7 |
8 | ||||
| 5. |
ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES |
11 | ||||
| 6. |
FOREIGN EXCHANGE |
14 | ||||
| 7. |
TAX SERVICES |
16 | ||||
| 8. |
PAYMENT FOR SALES OR REDEMPTIONS OF PORTFOLIO INTERESTS |
17 | ||||
| 9. |
PROPER INSTRUCTIONS |
18 | ||||
| 10. |
ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY |
19 | ||||
| 11. |
[RESERVED] |
19 | ||||
| 12. |
RECORDS |
19 | ||||
| 13. |
FUND’S INDEPENDENT ACCOUNTANTS; REPORTS |
20 | ||||
| 14. |
CUSTODIAN’S STANDARD OF CARE; EXCULPATION |
20 | ||||
| 15. |
COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST |
23 | ||||
| 16. |
EFFECTIVE PERIOD AND TERMINATION |
24 | ||||
| 17. |
SUCCESSOR CUSTODIAN |
25 | ||||
| 18. |
REMOTE ACCESS SERVICES ADDENDUM |
26 | ||||
| 19. |
LOAN SERVICES ADDENDUM |
26 | ||||
| 20. |
GENERAL |
26 | ||||
-2-
MASTER CUSTODIAN AGREEMENT
This Agreement is made as of December 31, 2018 (this “Agreement”), between each BlackRock entity identified on Appendix A and each BlackRock entity which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
WITNESSETH:
WHEREAS, each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and
WHEREAS, the Custodian is willing to provide the services upon the terms contained in this Agreement;
SECTION 1. DEFINITIONS. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:
“1940 Act” means the Investment Company Act of 1940, as amended from time to time.
“Board” means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment advisers.
“Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.
“Domestic securities” means securities held within the United States.
“Foreign securities” means securities primarily held outside of the United States.
“Held outside of the United States” means not held within the United States.
“Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii)
-3-
has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.
“Investment Advisor” means, in relation to a Portfolio, the investment manager or investment advisor of the Portfolio.
“On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
“Portfolio” means (a) in relation to a Fund that is a series organization, a series of the Fund and (b) in relation to a Fund that is not a series organization, the Fund itself.
“Portfolio Interests” means beneficial interests in a Portfolio.
“Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Fund, the Fund’s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.
“SEC” means the U.S. Securities and Exchange Commission.
“Series organization” means an organization that, pursuant to the statute under which the organization is organized, has the following characteristics: (a) the organic record of the organization provides for creation by the organization of one or more series (however denominated) with respect to specified property of the organization, and provides for records to be maintained for each series that identify the property of or associated with the series, (b) debt incurred or existing with respect to the activities of, or property of or associated with a particular series is enforceable against the property of or associated with the series only, and not against the property of or associated with the organization or of other series of the organization, and (c) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with any series of the organization.
“UCC” means the Uniform Commercial Code of the State of New York as in effect from time to time.
“Underlying Portfolios” means a group of investment companies as defined in Section 12(d)(1)(G)(ii) of the 1940 Act.
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“Underlying Shares” means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).
“Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
“U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.
| SECTION 2. | EMPLOYMENT OF CUSTODIAN. |
SECTION 2.1 GENERAL. Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Portfolios and (b) other assets of each of the Portfolios that the Custodian agrees to treat as financial assets. Each Fund, on behalf of each of its Portfolios, agrees to deliver, or cause to be delivered, to the Custodian (i) all securities and cash of each Portfolio, (ii) all other assets of each Portfolio that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Portfolios will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept or treat any asset that is not a security or cash as a financial asset.
SECTION 2.2 SUB-CUSTODIANS. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.
SECTION 2.3 RELATIONSHIP. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Portfolio is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Portfolio is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Portfolio. The Custodian does not otherwise agree to treat
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cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
| SECTION 3. | ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES. |
SECTION 3.1 HOLDING SECURITIES. The Custodian may deposit and maintain securities or other financial assets of a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Portfolio, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Portfolio and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Portfolio all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Portfolio, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian in the United States, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder and the Custodian shall be responsible for the acts and omissions of its agents hereunder as if performed by the Custodian hereunder. The Custodian may at any time or times in its discretion remove a bank or trust company as the Custodian’s agent.
SECTION 3.2 REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
SECTION 3.3 BANK ACCOUNTS. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Portfolio, other than cash maintained by the Portfolio in a deposit account established and used
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in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 3.4 COLLECTION OF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Portfolio shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited.
SECTION 3.5 DELIVERY OUT. The Custodian shall release and deliver out domestic securities and other financial assets of a Portfolio held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Portfolio, specifying the domestic securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Portfolio upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Portfolio, specifying the amount of the payment and the person or persons to whom the payment is to be made.
SECTION 3.6 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares of a Fund, on behalf of a Portfolio, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying Shares shall be limited to the following:
| 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Portfolio. |
| 2) | Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Portfolio, the Custodian shall pay out cash of the Portfolio as so directed to purchase the Underlying Shares and record the payment from the account of the Portfolio on the Custodian’s books and records. |
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| 3) | Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Portfolio, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Portfolio on the Custodian’s books and records. |
SECTION 3.7 PROXIES. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Portfolio, if the securities or other financial assets are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.
SECTION 3.8 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio. The Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
| SECTION 4. | PROVISIONS RELATING TO RULES 17F-5 AND 17F-7. |
SECTION 4.1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
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“Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.
“Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5.
“Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
“Foreign Assets” means, in relation to a Portfolio, any of the Portfolio’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Portfolio in those investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.
“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.
“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.
SECTION 4.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
4.2.1 DELEGATION. Each Fund, by resolution adopted by its Board, has delegated to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Portfolios held outside the United States. The Custodian hereby accepts such delegation (the Custodian, in such delegated capacity, the Foreign Custody Manager). By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.
4.2.2 EXERCISE OF CARE AS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.
4.2.3 FOREIGN CUSTODY ARRANGEMENTS. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain
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the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended by the Foreign Custody Manager from time to time upon notice to the Funds in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.
4.2.4 SCOPE OF DELEGATED RESPONSIBILITIES: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. The liability of the Foreign Custody Manager with respect to the acts or omissions of an Eligible Foreign Custodian is addressed in Section 14.4. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund.
4.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by making available to the Fund an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Portfolios described in this Section 4.2, make a written report to the Board containing a notification of the change.
4.2.6 REPRESENTATIONS. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Portfolio in each Covered Foreign Country.
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4.2.7 TERMINATION BY A PORTFOLIO OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. By giving at least 30 days’ prior written notice to the Custodian, a Fund, on behalf of a Portfolio, may terminate the delegation to the Custodian as the Foreign Custody Manager for the Portfolio. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Portfolio.
SECTION 4.3 MONITORING OF ELIGIBLE SECURITIES DEPOSITORIES. The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.
| SECTION 5. | ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES. |
SECTION 5.1. HOLDING SECURITIES. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System, and shall provide or make available information to a Portfolio and such other persons as a Portfolio may designate with respect to the registration status of each Fund’s securities and a record of securities held by each Portfolio and such Portfolio’s respective interest therein. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Portfolio maintained in the account shall identify those securities and other financial assets as belonging to the Portfolio and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
SECTION 5.2. REGISTRATION OF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. Each Fund on behalf of a Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Portfolio under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.
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SECTION 5.3. INDEMNIFICATION BY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Fund’s election, a Portfolio shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Portfolio has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name with respect to an Eligible Foreign Custodian.
SECTION 5.4 BANK ACCOUNTS.
5.4.1 GENERAL. The Custodian shall identify on its books as for the account of the applicable Portfolio the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Portfolio of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Portfolio with an Eligible Foreign Custodian. The Custodian shall not maintain such cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Portfolio. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the State of New York. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency.
5.4.2 NON-U.S. BRANCH AND NON-U.S. DOLLAR DEPOSITS. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
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SECTION 5.5. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Portfolio shall be entitled. If extraordinary measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Portfolio in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Portfolio may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.
SECTION 5.6. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
5.6.1 DELIVERY OUT. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Portfolio and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of, and in accordance with, Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Portfolio only upon receipt of, and in accordance with, Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.
5.6.2 MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.
5.6.3 SETTLEMENT PRACTICES. The Custodian shall provide to the Fund or its Investment Advisor the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.
SECTION 5.7 SHAREHOLDER OR BONDHOLDER RIGHTS. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights, including delivery to the Fund of any proxies, proxy soliciting materials and all applicable notices, with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in
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the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.
SECTION 5.8. COMMUNICATIONS. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Portfolio. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
| SECTION 6. | FOREIGN EXCHANGE. |
SECTION 6.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6.2. FUND ELECTIONS. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in
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connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
SECTION 6.3. FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
| (i) | shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; |
| (ii) | shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and |
| (iii) | shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time. |
SECTION 6.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
SECTION 6A. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE/SALES).
SECTION 6A.1 GENERAL. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Portfolio on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Portfolio or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
SECTION 6A.2 PROVISION OF SERVICES. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
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SECTION 6A.3 PURCHASE CONSIDERATION. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market in accordance with prevailing standards for transactions by institutions. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.
SECTION 6A.4 SALES AND REDEMPTIONS. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Portfolio as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market in accordance with prevailing standards for transactions by institutions. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
SECTION 6A.5. REVERSALS OF PROVISIONAL CREDITS OR DEBITS. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any deposit or other account held for benefit of the Portfolio.
| SECTION 7. | TAX SERVICES. |
SECTION 7.1 FUND INFORMATION. Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.
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SECTION 7.2 TAX RESPONSIBILITY. The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.
SECTION 7.3 TAX RELIEF. The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to the preceding sentence and compliance by the Fund with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of the Fund. The Custodian shall provide information on reduction at source and tax reclaim processing in its Tax Entitlement Service Overview made available to the Fund on the Custodian’s customer portal, “my.statestreet.com.” The Custodian shall maintain tax entitlement accruals for possible tax benefits available in markets of investment and monitor tax entitlements and tax reclaim accruals based on existing situations in markets of investment with respect to the Fund’s entitlements. The Custodian shall facilitate communications to the Fund’s local tax consultants and Eligible Foreign Custodians with respect to reporting, payment and filing requirements regarding capital gains processing. Unless otherwise informed by the Fund, the Custodian shall be entitled to categorize a Fund in the relevant tax category according to its nationality, particulars of its organization and other relevant details supplied by the Fund.
| SECTION 8. | PAYMENTS FOR SALES OR REDEMPTIONS OF PORTFOLIO INTERESTS. |
SECTION 8.1 PAYMENT FOR PORTFOLIO INTERESTS ISSUED. The Custodian shall receive from the distributor of Portfolio Interests of a Fund or from the Fund’s transfer agent (the “Transfer Agent”) and deposit into the account of the Portfolio such payments as are received for Portfolio Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of the Portfolio and the Transfer Agent of any receipt of the payments by the Custodian.
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SECTION 8.2 PAYMENT FOR PORTFOLIO INTERESTS REDEEMED. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Portfolio to the extent available for payment to holders of Portfolio Interests who have delivered to the Transfer Agent a request for redemption of their Portfolio Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder’s Portfolio Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.
| SECTION 9. | PROPER INSTRUCTIONS. |
SECTION 9. 1 FORM AND SECURITY PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s authority to rely on the oral instructions.
Section 9.2 RELIANCE ON OFFICER’S CERTIFICATE. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3 UNTIMELY PROPER INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.
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| SECTION 10. | ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. |
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each Portfolio:
| 1) | Make payments to itself or others for normal and routine expenses to facilitate the settlement of securities transactions that are customary in the markets in which the Fund is trading and relating to the Custodian’s duties under this Agreement; provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; |
| 2) | Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form; |
| 3) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
| 4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Portfolio except as otherwise directed by the applicable Board. |
| SECTION 11. | RESERVED. |
| SECTION 12. | RECORDS. |
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund agrees to pay the Custodian for the Custodian’s reasonable time and expenses, as well as the reasonable fees and expenses of the Custodian’s counsel, incurred in responding to such request, order or requirement. The Custodian shall, to the extent permitted by law, provide notice to the applicable Fund promptly
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after receipt of any request for records by an entity other than such Fund. Upon request, the Custodian shall provide the applicable Fund with an update on the fees and expenses incurred in responding to any such requests for records.
SECTION 13. FUND’S INDEPENDENT ACCOUNTANTS; REPORTS.
SECTION 13.1 OPINIONS. The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and other annual reports to the SEC and with respect to any other requirements thereof.
SECTION 13.2 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.
SECTION 14. CUSTODIAN’S STANDARD OF CARE; EXCULPATION.
14.1 STANDARD OF CARE. In carrying out the provisions of this Agreement, the Custodian shall act (i) with reasonable care and diligence and in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Custodian provides for itself and its affiliates (“Affiliates”) with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to the services provided under this Agreement. Subject to the terms of the Agreement, including any exculpatory language, the Custodian shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless and to the extent the Custodian fails to exercise such standard of care. Upon the occurrence of any event that causes or that the Custodian believes or a Portfolio reasonably believes will imminently cause any loss, damage or expense to any Portfolio, the Custodian (i) shall take and (ii) shall take all reasonable steps to cause any applicable sub-custodian to take all commercially reasonable steps (to the extent consistent with the Custodian’s obligations pursuant to Rules 17f-5 and 17f-7, as applicable) to mitigate the effects of such event and to avoid continuing harm to a Portfolio.
14.2 RELIANCE ON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may
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refrain from acting on any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.
14.3 OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Fund or any third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice; provided, however, that with respect to the reliance on such reasonable advice and the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the standard of care set forth above. The Custodian and the applicable Funds shall mutually agree as to which entity will bear the cost of such advice of counsel.
14.4 LIABILITY FOR FOREIGN CUSTODIANS AND U.S. SUB-CUSTODIANS. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian and of any domestic sub-custodian selection by the Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest. If a Fund directs the Custodian to appoint a specific domestic sub-custodian, the Custodian shall, with respect to such domestic sub-custodian, be responsible only for losses arising from its own failure to meet the standard of care set forth in Section 14.1.
14.5 INSOLVENCY AND COUNTRY RISK. The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian or U.S. sub-custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.
14.6 FORCE MAJEURE AND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability to any Fund or Portfolio for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or
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omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or a domestic sub-custodian designated by a Fund pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, Portfolio or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, any Portfolio, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
14.7 INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES. Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.
14.8 DELIVERY OF PROPERTY. The Custodian shall not be responsible for any securities or other assets of a Portfolio which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.
14.9 NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor or by a Portfolio. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or a Portfolio or on its behalf.
14.10 COMMUNICATIONS. Subject to Section 14.1, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Portfolio at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.
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14.11 LOANED SECURITIES. Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled, except as may otherwise be mutually agreed to in writing between the Custodian and a Fund.
14.12 TRADE COUNTERPARTIES. A Fund’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf if the Fund’s counterparty defaults. If a Fund’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Fund’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.
| SECTION 15. | COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST. |
SECTION. 15.1 COMPENSATION. The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 15.2 INDEMNIFICATION. Each Portfolio severally and not jointly agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in a manner consistent with the standard of care set forth in Section 14.1, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund, the Portfolio or the Custodian as custodian of the assets of the Fund or the Portfolio. If a Fund on behalf of a Portfolio instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable therefor, the Fund on behalf of the Portfolio, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.
SECTION 15.3 SECURITY INTEREST. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Portfolio by or
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through the Custodian. The obligations include, without limitation, the Fund’s obligations to reimburse the Custodian if the Custodian or any of its Affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Portfolio’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s payment or reimbursement obligations, whether contingent or otherwise.
| SECTION 16. | EFFECTIVE PERIOD AND TERMINATION. |
SECTION 16.1 TERM. This Agreement shall remain in full force and effect for an initial term of one (1) year from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms. Following the Initial Term, this Agreement may be terminated by any Fund or Portfolio upon no less than ninety (90) days’ prior written notice to the Custodian, or by the Custodian upon no less than 180 days’ prior written notice to the applicable Fund or Portfolio.
SECTION 16.2 TERMINATION. Either party may terminate this Agreement as to a Fund or a Portfolio: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 60 days’ written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
SECTION 16.3 PAYMENTS OWING TO THE CUSTODIAN. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Fund’s termination of this Agreement with respect to such Fund or a Portfolio of the Fund in any manner other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or
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Portfolio (or its respective successor), the applicable Fund shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Fund or Portfolio) and shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s or Portfolio’s cash and its securities and other financial assets as set forth in Section 17.
SECTION 16.4 EXCLUSIONS. No full term payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of the Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable or that the liquidation is in the best interest of the Fund or such Portfolio, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another organization or series, or (c) the sale by a Fund or Portfolio of all or substantially all of its assets to another organization or series and, in the case of a transaction referred to in the foregoing clause (b) or (c) the applicable Funds provide 90 days’ prior written notice in advance of the closing date of any such transactions.
SECTION 16.5 EFFECT OF TERMINATION. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Following termination with respect to a Fund or Portfolio, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.
| SECTION 17. | SUCCESSOR CUSTODIAN. |
SECTION 17.1 SUCCESSOR APPOINTED. If a successor custodian shall be appointed for a Portfolio by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Portfolio held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.
SECTION 17.2 NO SUCCESSOR APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Portfolio in accordance with the Proper Instructions.
SECTION 17.3 NO SUCCESSOR APPOINTED AND NO PROPER INSTRUCTIONS. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Portfolio then held by the Custodian hereunder, and
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to transfer to an account of the bank or trust company all of the securities and other financial assets of the Portfolio held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Portfolio.
SECTION 17.4 REMAINING PROPERTY. If any cash or any securities or other financial assets of the Portfolio held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.
SECTION 17.5 RESERVES. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund or Portfolio as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund or Portfolio secured by a security interest or right of recoupment or setoff in favor of the Custodian.
SECTION 18. REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
SECTION 19. LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
SECTION 20. GENERAL.
SECTION 20.1 GOVERNING LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the State of New York, without giving effect to any conflict of laws rules.
SECTION 20.2 [RESERVED]
SECTION 20.3 PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes all prior agreements between each Fund on behalf of each of the Fund’s Portfolios and the Custodian relating to the custody of the Fund’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
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SECTION 20.4 ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Notwithstanding the foregoing, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an Affiliate of the Custodian upon ninety (90) days’ prior written notice to the Fund. The Custodian shall retain the right to employ its Affiliates to provide or assist it in the provision of any part of the services described herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of any Fund. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Funds upon the prior written consent of the Funds. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.
SECTION 20.5 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
SECTION 20.6 ADDITIONAL FUNDS AND PORTFOLIOS.
20.6.1 ADDITIONAL FUNDS. If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
20.6.2 ADDITIONAL PORTFOLIOS. If any Fund establishes a series in addition to the Portfolios set forth on Appendix A with respect to which the Fund desires the Custodian to
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render services as custodian under the terms of this Agreement, the Fund shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the series shall become a Portfolio hereunder.
SECTION 20.7 THE PARTIES; REPRESENTATIONS AND WARRANTIES. All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.
20.7.1 FUND REPRESENTATIONS AND WARRANTIES. Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
20.7.2 CUSTODIAN REPRESENTATIONS AND WARRANTIES. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it; and (f) it has and will maintain at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian of the portfolio securities of each Portfolio.
SECTION 20.8 NOTICES. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
| To any Fund: | c/o BLACKROCK FINANCIAL MANAGEMENT, INC. | |
| 100 Bellevue Parkway | ||
| Wilmington, DE 19809-3700 | ||
| Attention: Neal Andrews | ||
| Telephone: 302-797-6179 |
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| To the Custodian: | STATE STREET BANK AND TRUST COMPANY | |
| 100 Summer Street | ||
| Boston, MA 02110 | ||
| Attention: Anthony Ostler | ||
| Telephone: 617-664-9797 | ||
| with a copy to: | ||
| STATE STREET BANK AND TRUST COMPANY | ||
| Legal Division – Global Services Americas | ||
| One Lincoln Street | ||
| Boston, MA 02110 | ||
| Attention: Senior Vice President and Senior Managing Counsel | ||
SECTION 20.9 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.
SECTION 20.10 SEVERABILITY; NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
SECTION 20.11 CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is
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disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
SECTION 20.12 USE OF DATA.
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its Affiliates) may collect and store information regarding the Funds or Portfolios (“Fund Information”) and share such Fund Information with its Affiliates, agents, delegates and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Fund and the Custodian or any of its Affiliates and (ii) to carry out the internal management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance.
(b) Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
SECTION 20.13 DATA PRIVACY. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
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SECTION 20.14 LIMITATION ON LIABILITY OF TRUSTEES. Notice is hereby given that this Agreement is not executed on behalf of any directors or trustees of any Fund as individuals, and the obligations of this Agreement are not binding on any of the directors, trustees, officers, shareholders or partners of any Fund individually, but are binding only upon the property of each Fund or Portfolio. In relation to each Fund which is a business trust, this Agreement is executed and made by the Trustees of the Fund not individually, but as trustees under the Declarations of Trust of the Fund and the obligations of this Agreement are not binding upon any of such Trustees or upon any of the shareholders of the Fund individually, but bind only the trust estate of the Fund. The Custodian agrees that no shareholder, director, trustee, officer or partner of any Fund may be held personally liable or responsible for any obligations of any Fund arising out of this Agreement.
SECTION 20.15 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 20.16 REGULATION GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
SECTION 20.17 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES ☐ The Custodian is authorized to release the Fund’s name, address, and share positions.
NO ☒ The Custodian is not authorized to release the Fund’s name, address, and share positions.
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SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
| EACH OF ENTITIES | ||
| SET FORTH ON APPENDIX A HERETO | ||
| By: | /s/ Neal Andrews | |
| Name: | Neal Andrews | |
| Title: | CFO | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Andrew Erickson | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President | |
Appendix A
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
Open-End Funds
| BLK Ticker |
Custody Account # | |||||
| BlackRock California Municipal Series Trust | ||||||
| 1. | BlackRock California Municipal Opportunities Fund | BR-CAMO | LCP2 | |||
| BlackRock FundsSM | ||||||
| 2. | BlackRock Advantage Emerging Markets Fund | BR_EMR-AGG | 0CNC | |||
| 3. | BlackRock Emerging Markets Equity Strategies Fund | BR_EMES-AG | 0CRC | |||
| 4. | BlackRock Global Long/Short Equity Fund | BR_GLS-AGG | 0CNK | |||
| 5. | BlackRock Impact U.S. Equity Fund | BR_IMPR3 | 89iE | |||
| 6. | BlackRock Total Emerging Markets Fund | BR_EMAL-AG | 0CPC | |||
| 7. | iShares Developed Real Estate Index Fund | MF_DRE | 0CiE | |||
| 8. | iShares Edge MSCI Min Vol EAFE Index Fund | BR_MVEAFE | 0CiO | |||
| 9. | iShares Edge MSCI Min Vol USA Index Fund | BR_MVUSA | 0CiN | |||
| 10. | iShares Edge MSCI Multifactor Intl Index Fund | BR_MFINT | 0CiM | |||
| 11. | iShares Edge MSCI Multifactor USA Index Fund | BR_MFUSA | 0CiL | |||
| 12. | iShares Edge MSCI USA Momentum Factor Index Fund | BR_USAMF | 0CiP | |||
| 13. | iShares Edge MSCI USA Quality Factor Index Fund | BR_USAQF | 0CiQ | |||
| 14. | iShares Edge MSCI USA Size Factor Index Fund | BR_USASF | 0CiR | |||
| 15. | iShares Edge MSCI USA Value Factor Index Fund | BR_USAVF | 0CiS | |||
| 16. | iShares MSCI Asia ex Japan Index Fund | MF_AASXJ | 0CiD | |||
| 17. | iShares MSCI Developed World Index Fund | MF_URTH | 0CiA | |||
| 18. | iShares Municipal Bond Index Fund | BR-NMDX | 0CiV | |||
| 19. | iShares Russell Mid-Cap Index Fund | MF_IWR | 0CiB | |||
| 20. | iShares Russell Small/Mid-Cap Index Fund | MF_SMC | 0CiG | |||
| 21. | iShares Short-Term TIPS Bond Index Fund | BR_TIPS0 | 0CiH | |||
| 22. | iShares Total U.S. Stock Market Index Fund | MF_IWV | 0CiF | |||
| BlackRock Funds III | ||||||
| 23. | BlackRock LifePath Dynamic Retirement Portfolio | FF_MIPRET | 0BC0 | |||
| 24. | BlackRock LifePath Dynamic 2020 Portfolio | FF_MIP2020 | 0BC2 | |||
| 25. | BlackRock LifePath Dynamic 2025 Portfolio | FF_MIP2025 | 0CJA | |||
| 26. | BlackRock LifePath Dynamic 2030 Portfolio | FF_MIP2030 | 0BC3 | |||
| 27. | BlackRock LifePath Dynamic 2035 Portfolio | FF_MIP2035 | 0CJB | |||
| 28. | BlackRock LifePath Dynamic 2040 Portfolio | FF_MIP2040 | 0BC4 | |||
| 29. | BlackRock LifePath Dynamic 2045 Portfolio | FF_MIP2045 | 0CJD | |||
| 30. | BlackRock LifePath Dynamic 2050 Portfolio | FF_MIP2050 | 0BC5 | |||
| 31. | BlackRock LifePath Dynamic 2055 Portfolio | FF_MIP2055 | 0CJE | |||
| 32. | BlackRock LifePath Dynamic 2060 Portfolio | FF_MIP2060 | 0CS1 | |||
| 33. | BlackRock LifePath Index Retirement Portfolio | FFIRET | 0CMA | |||
| 34. | BlackRock LifePath Index 2020 Portfolio | FFI2020 | 0CMB | |||
| 35. | BlackRock LifePath Index 2025 Portfolio | FFI2025 | 0CMD | |||
| 36. | BlackRock LifePath Index 2030 Portfolio | FFI2030 | 0CME | |||
| 37. | BlackRock LifePath Index 2035 Portfolio | FFI2035 | 0CMF | |||
| 38. | BlackRock LifePath Index 2040 Portfolio | FFI2040 | 0CMG | |||
| 39. | BlackRock LifePath Index 2045 Portfolio | FFI2045 | 0CMH | |||
A-1
| 40. | BlackRock LifePath Index 2050 Portfolio | FFI2050 | 0CMi | |||
| 41. | BlackRock LifePath Index 2055 Portfolio | FFI2055 | 0CMJ | |||
| 42. | BlackRock LifePath Index 2060 Portfolio | FFI2060 | 0CMY | |||
| 43. | iShares Russell 1000 Large-Cap Index Fund | FFMFR1IN | 0CMN | |||
| 44. | iShares S&P 500 Index Fund | FF-WFSPX | 0BC7 | |||
| 45. | iShares MSCI Total International Index Fund | FFACXUS | 0CHX | |||
| 46. | iShares U.S. Aggregate Bond Index Fund | FF-WFBIX | 0BC6 | |||
| BlackRock Funds IV |
||||||
| 47. | BlackRock Alternative Capital Strategies Fund | BR-ACS-AG | 0CQK | |||
| 48. | BlackRock Impact Bond Fund | BR-IMPBD | 89iF | |||
| BlackRock Funds V |
||||||
| 49. | BlackRock Emerging Markets Bond Fund | BR-EMDHD | 89KF | |||
| 50. | BlackRock Emerging Markets Local Currency Bond Fund | BR-EMDLCL | 89KG | |||
| BlackRock Funds VI |
||||||
| 51. | BlackRock CoreAlpha Bond Fund | FFMIPCORA | 0CHU | |||
| BlackRock Mid Cap Dividend Series, Inc. |
||||||
| 52. | BlackRock Mid Cap Dividend Fund | BR_MVO_AG | LCP0 | |||
| BlackRock Municipal Bond Fund, Inc. |
||||||
| 53. | BlackRock High Yield Municipal Fund | BR-HYMUNI | LCP6 | |||
| 54. | BlackRock National Municipal Fund | BR-NATL | LCP8 | |||
| 55. | BlackRock Short-Term Municipal Fund | BR-STMUNI | LCP9 | |||
| BlackRock Municipal Series Trust |
||||||
| 56. | BlackRock Strategic Municipal Opportunities Fund | BR-SMO-AG | 89KC | |||
| BlackRock Multi-State Municipal Series Trust |
||||||
| 57. | BlackRock New Jersey Municipal Bond Fund | BR-NJMUNI | 8969 | |||
| 58. | BlackRock New York Municipal Opportunities Fund | BR-NYMO | 8938 | |||
| 59. | BlackRock Pennsylvania Municipal Bond Fund | BR-PAMUNI | 8951 | |||
| BlackRock Index Funds, Inc. |
||||||
| 60. | iShares MSCI EAFE International Index Fund | MF_INTL | LCW1 | |||
| 61. | iShares Russell 2000 Small -Cap Index Fund | FF_SC | 89Q5 | |||
| Master Investment Portfolio |
||||||
| 62. | Active Stock Master Portfolio | MIPCORE-AG | 0BEC | |||
| 63. | International Tilts Master Portfolio | INTLLP | 0CR0 | |||
| 64. | Large Cap Index Master Portfolio | MFR1INDX | 0CML | |||
| 65. | LifePath Dynamic Retirement Master Portfolio | MIP2000-AG | 0BQC | |||
| 66. | LifePath Dynamic 2020 Master Portfolio | MIP2020-AG | 0BRC | |||
| 67. | LifePath Dynamic 2025 Master Portfolio | MIP2025-AG | 0CJC | |||
| 68. | LifePath Dynamic 2030 Master Portfolio | MIP2030-AG | 0BRK | |||
| 69. | LifePath Dynamic 2035 Master Portfolio | MIP2035-AG | 0CJK | |||
| 70. | LifePath Dynamic 2040 Master Portfolio | MIP2040-AG | 0BSC | |||
| 71. | LifePath Dynamic 2045 Master Portfolio | MIP2045-AG | 0CMC | |||
| 72. | LifePath Dynamic 2050 Master Portfolio | MIP2050-AG | 0BSK | |||
| 73. | LifePath Dynamic 2055 Master Portfolio | MIP2055-AG | 0CMK | |||
| 74. | LifePath Dynamic 2060 Master Portfolio | MIP2060-AG | 0CSK | |||
| 75. | LifePath Index Retirement Master Portfolio | MIPIRET | 0CLA | |||
| 76. | LifePath Index 2020 Master Portfolio | MIPI2020 | 0CLB | |||
| 77. | LifePath Index 2025 Master Portfolio | MIPI2025 | 0CLD | |||
| 78. | LifePath Index 2030 Master Portfolio | MIPI2030 | 0CLE | |||
| 79. | LifePath Index 2035 Master Portfolio | MIPI2035 | 0CLF | |||
| 80. | LifePath Index 2040 Master Portfolio | MIPI2040 | 0CLG | |||
| 81. | LifePath Index 2045 Master Portfolio | MIPI2045 | 0CLH | |||
| 82. | LifePath Index 2050 Master Portfolio | MIPI2050 | 0CLi | |||
A-2
| 83. | LifePath Index 2055 Master Portfolio | MIPI2055 | 0CLJ | |||
| 84. | LifePath Index 2060 Master Portfolio | MIPI2060 | 0CLY | |||
| 85. | S&P 500 Index Master Portfolio | MIPSP | 0BAM | |||
| 86. | Total International ex-U.S. Index Master | MFACXUS | 0CHW | |||
| 87. | U.S. Total Bond Index Master Portfolio | MIP_AGG | 0BAL | |||
| Master Investment Portfolio II |
||||||
| 88. | CoreAlpha Bond Master Portfolio | MIP_CORA | 0BDY | |||
| Quantitative Master Series, LLC |
||||||
| 89. | Master Small Cap Index Series | MF_SC-AGG | 89QC | |||
| 90. | BlackRock Equity Dividend Fund | BR_EDF | 8935 | |||
| 91. | BlackRock Natural Resources Trust | BR_NRT | LCQ2 | |||
| 92. | BlackRock Strategic Global Bond Fund, Inc. | BR-WI-AGG | 896K | |||
| Closed-End Funds | ||||||
| 93. | BIT Subsidiary, LLC | 89DB | ||||
| 94. | BlackRock 2022 Global Opportunity Income Trust | BGIO | 89KE | |||
| 95. | BlackRock California Municipal Income Trust | BFZ | D2H1 | |||
| 96. | BlackRock Core Bond Trust | BHK-AGG | D2i2 | |||
| 97. | BlackRock Corporate High Yield Fund, Inc. | HYT | 8986 | |||
| 98. | BlackRock Credit Allocation Income Trust | BTZ-PREF | D2iM | |||
| 99. | BlackRock Debt Strategies Fund, Inc. | DSU | LCPI | |||
| 100. | BlackRock Energy and Resources Trust | BGR | LCXA | |||
| 101. | BlackRock Enhanced Capital & Income Fund, Inc. | CII-EG | LCXB | |||
| 102. | BlackRock Enhanced Equity Dividend Trust | BDJ | LCXD | |||
| 103. | BlackRock Enhanced Global Dividend Trust | BGO | LCXE | |||
| 104. | BlackRock Enhanced Government Fund, Inc. | EGF | 89E8 | |||
| 105. | BlackRock Enhanced International Dividend Trust | BGY-AGG | LCXG | |||
| 106. | BlackRock Floating Rate Income Strategies Fund, Inc. | FRA | 89D9 | |||
| 107. | BlackRock Floating Rate Income Trust | BGT2 | D2i8 | |||
| 108. | BlackRock Florida Municipal 2020 Term Trust | BFO | D1Z8 | |||
| 109. | BlackRock Health Sciences Trust | BME | LCXF | |||
| 110. | BlackRock Income Trust, Inc. | BKT | 2i14 | |||
| 111. | BlackRock Investment Quality Municipal Trust, Inc. | BKN | B158 | |||
| 112. | BlackRock Limited Duration Income Trust | BLW | D2i7 | |||
| 113. | BlackRock Long-Term Municipal Advantage Trust | BTA | D0Z8 | |||
| 114. | BlackRock Maryland Municipal Bond Trust | BZM | D0Z3 | |||
| 115. | BlackRock Massachusetts Tax-Exempt Trust | MHE | 89L5 | |||
| 116. | BlackRock Multi-Sector Income Trust | BIT-AGG | 89K1 | |||
| 117. | BlackRock Multi-Sector Opportunities Trust Series | MSO-AGG | 89JC | |||
| 118. | BlackRock Municipal 2020 Term Trust | BKK | D1Z9 | |||
| 119. | BlackRock Municipal 2030 Target Term Trust | BTT2 | 89R7 | |||
| 120. | BlackRock Municipal Bond Trust | BBK | D0Z2 | |||
| 121. | BlackRock Municipal Income Investment Quality Trust | BAF | D1Z5 | |||
| 122. | BlackRock Municipal Income Investment Trust | BBF | D2H2 | |||
| 123. | BlackRock Municipal Income Quality Trust | BYM | D1Z4 | |||
| 124. | BlackRock Municipal Income Trust | BFK | D2H5 | |||
| 125. | BlackRock Municipal Income Trust II | BLE | D1Z1 | |||
| 126. | BlackRock Muni Intermediate Duration Fund, Inc. | MUI | 89D5 | |||
| 127. | BlackRock Muni New York Intermediate Duration Fund, Inc. | MNE | 89D7 | |||
| 128. | BlackRock MuniAssets Fund, Inc. | MUA | LCQA | |||
A-3
| 129. | BlackRock MuniEnhanced Fund, Inc. | MEN | 8928 | |||
| 130. | BlackRock MuniHoldings California Quality Fund, Inc. | MUC | LCQB | |||
| 131. | BlackRock MuniHoldings Fund, Inc. | MHD | LCQD | |||
| 132. | BlackRock MuniHoldings Fund II, Inc. | MUH | LCQE | |||
| 133. | BlackRock MuniHoldings Investment Quality Fund | MFL | LCQG | |||
| 134. | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | MUJ | LCQH | |||
| 135. | BlackRock MuniHoldings New York Quality Fund, Inc. | MHN | LCQJ | |||
| 136. | BlackRock MuniHoldings Quality Fund, Inc. | MUS | LCQF | |||
| 137. | BlackRock MuniHoldings Quality Fund II, Inc. | MUE | 89B4 | |||
| 138. | BlackRock MuniVest Fund, Inc. | MVF | LCQL | |||
| 139. | BlackRock MuniVest Fund II, Inc. | MVT | LCQM | |||
| 140. | BlackRock MuniYield Arizona Fund, Inc. | MZA | LCQN | |||
| 141. | BlackRock MuniYield California Fund, Inc. | MYC | LCQP | |||
| 142. | BlackRock MuniYield California Quality Fund, Inc. | MCA2 | 8958 | |||
| 143. | BlackRock MuniYield Fund, Inc. | MYD | LCQR | |||
| 144. | BlackRock MuniYield Investment Fund | MYF | LCQU | |||
| 145. | BlackRock MuniYield Investment Quality Fund | MFT | LCQS | |||
| 146. | BlackRock MuniYield Michigan Quality Fund, Inc. | MIY | LCQV | |||
| 147. | BlackRock MuniYield New Jersey Fund, Inc. | MYJ | LCQX | |||
| 148. | BlackRock MuniYield New York Quality Fund, Inc. | MYN | LCQZ | |||
| 149. | BlackRock MuniYield Pennsylvania Quality Fund | MPA | 8956 | |||
| 150. | BlackRock MuniYield Quality Fund, Inc. | MQY | 8952 | |||
| 151. | BlackRock MuniYield Quality Fund II, Inc. | MQT | LCQ1 | |||
| 152. | BlackRock MuniYield Quality Fund III, Inc. | MYI | 8932 | |||
| 153. | BlackRock New York Municipal Income Quality Trust | BSE | D1Z7 | |||
| 154. | BlackRock New York Municipal Bond Trust | BQH | D0Z1 | |||
| 155. | BlackRock New York Municipal Income Trust | BNY | D2H3 | |||
| 156. | BlackRock New York Municipal Income Trust II | BFY | D1Z2 | |||
| 157. | BlackRock Resources and Commodities Strategy Trust | BCX-AGG | LCXH | |||
| 158. | BlackRock Science & Technology Trust | BST | LCXI | |||
| 159. | BlackRock Strategic Municipal Trust | BSD | B195 | |||
| 160. | BlackRock Taxable Municipal Bond Trust | BBN | 89J1 | |||
| 161. | BlackRock Utilities, Infrastructure & Power Opportunties Trust | BUI | LCXJ | |||
| 162. | BlackRock Virginia Municipal Bond Trust | BHV | D0Z5 | |||
| 163. | DSU Subsidiary, LLC | LCSV | ||||
| 164. | FRA Subsidiary, LLC | 89Y6 | ||||
| Money Market Funds | ||||||
| BlackRock Financial Institutions Series Trust | ||||||
| 165. | Summit Cash Reserves Fund | L-SCR | LCRG | |||
| BlackRock Funds III | ||||||
| 166. | BlackRock Cash Funds: Institutional | FFCIXX | 0BBO | |||
| 167. | BlackRock Cash Funds: Treasury | FFCTXX | 0BBL | |||
| SL Liquidity Series, LLC | ||||||
| 168. | Money Market Series | L-MMS | C7G7 | |||
| Funds for Institutions Series | ||||||
| 169. | BlackRock Premier Government Institutional Fund | FF-L-PI | 89M5 | |||
| 170. | BlackRock Select Treasury Strategies Institutional Fund | FF-L-SI | 89M2 | |||
| 171. | BlackRock Treasury Strategies Institutional Fund | FF-L-IF | 89M6 | |||
| 172. | FFI Government Fund | L-GF | 8902 | |||
A-4
| 173. | FFI Treasury Fund | L-TF | 8905 | |||
| Retirement Series Trust | ||||||
| 174. | Retirement Reserves Money Fund | L-RR | LCQ6 | |||
| Master Institutional Money Market LLC | ||||||
| 175. | Master Premier Government Institutional Portfolio | MF_L_PI | 89A1 | |||
| 176. | Master Treasury Strategies Institutional Portfolio | MF_L_IF | 8901 | |||
| Master Investment Portfolio | ||||||
| 177. | Money Market Master Portfolio | MIPMMF | 0BB3 | |||
| 178. | Treasury Money Market Master Portfolio | TREASMM | 0BB2 | |||
| 179. | Ready Assets Government Liquidity Fund | L-RAT | LCQ3 | |||
| 180. | Ready Assets U.S. Treasury Money Fund | BR-TSYMM | LCQ4 | |||
| Cayman Subsidiaries | ||||||
| 181. | BlackRock Cayman Emerging Markets Allocation Fund, Ltd. | BR_EMAL-KY | 0CPE | |||
| 182. | BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. | BCX-CA | LCXH | |||
| 183. | Strategic Global Bond Fund (Cayman) | BR-WI-CAY | 896B | |||
A-5
REMOTE ACCESS SERVICES ADDENDUM
TO MASTER CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and between each BlackRock Management Investment Company listed in Appendix A hereto (the “Customer”) and State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).
State Street has developed and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes available to its customers (the “Remote Access Services”).
The Services
State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized Designees”) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time (each, a “System”) on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party vendors for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security reasons or noncompliance with the terms of this Addendum at any time.
Fees
Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary and
i
intellectual property rights of State Street and third-party vendors related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party vendors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street’s databases, including data from third-party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street’s customer.
The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS” without warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ii
Infringement
State Street will defend or, at its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.
Miscellaneous
This Addendum constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.
iii
LOAN SERVICES ADDENDUM
TO CUSTODIAN AGREEMENT
ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and between each BlackRock Management Investment Company listed in Appendix A hereto (the “Company”) and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”).
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by the Company.
SECTION 1. PAYMENT CUSTODY. If the Company wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement,
(a) the Company will cause the Custodian to be named as the Company’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
SECTION 2. MONITORING. If the Company wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Company will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Company that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Company.
SECTION 3. EXCULPATION OF THE CUSTODIAN.
(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Company or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Company or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
iv
(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Company to have acquired good or record title to a Loan, (ii) ensure that the Company’s acquisition of the Loan has been authorized by the Company, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Company, unless and except to the extent that the Custodian shall have received written notice of the sale from the Company and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Company and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Company. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
v
Global Custody Network
Schedule A
JUNE 30, 2018
| MARKET |
SUBCUSTODIAN |
ADDRESS | ||
| Albania | Raiffeisen Bank sh.a. | Blv. “Bajram Curri” ETC – Kati 14 Tirana, Albania | ||
| Argentina | Citibank, N.A. | Bartolome Mitre 530 1036 Buenos Aires, Argentina | ||
| Australia | The Hongkong and Shanghai Banking Corporation Limited | HSBC Securities Services Level 3, 10 Smith St., Parramatta, NSW 2150, Australia | ||
| Austria | Deutsche Bank AG (operating through its Frankfurt branch with support from its Vienna branch) | Fleischmarkt 1 A-1010 Vienna, Austria | ||
| UniCredit Bank Austria AG | Global Securities Services Austria Rothschildplatz 1 A-1020 Vienna, Austria | |||
| Bahrain | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
1st Floor, Bldg. #2505 Road # 2832, Al Seef 428 Kingdom of Bahrain | ||
| Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212, Bangladesh | ||
| Belgium | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) | De Entree 195 1101 HE Amsterdam, Netherlands | ||
| Benin | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Bermuda | HSBC Bank Bermuda Limited | 6 Front Street Hamilton, HM06, Bermuda | ||
STATE STREET CORPORATION 1
| Federation of Bosnia and Herzegovina | UniCredit Bank d.d. | Zelenih beretki 24 71 000 Sarajevo Federation of Bosnia and Herzegovina | ||
| Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House Queens Road The Mall Gaborone, Botswana | ||
| Brazil | Citibank, N.A. | AV Paulista 1111 São Paulo, SP 01311-920 Brazil | ||
| Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor 48 Sitnyakovo Blvd. 1505 Sofia, Bulgaria | ||
|
UniCredit Bulbank AD |
7 Sveta Nedelya Square 1000 Sofia, Bulgaria | |||
| Burkina Faso | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Canada | State Street Trust Company Canada | 30 Adelaide Street East, Suite 800 Toronto, ON Canada M5C 3G6 | ||
| Chile | Itaú CorpBanca S.A. | Presidente Riesco Street # 5537 Floor 18 Las Condes, Santiago de Chile | ||
| People’s Republic of China |
HSBC Bank (China) Company Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue Pudong, Shanghai, China (200120) | ||
|
China Construction Bank Corporation |
No. 1 Naoshikou Street Chang An Xing Rong Plaza Beijing 100032-33, China | |||
| China Connect |
Citibank N.A. | 39/F., Champion Tower 3 Garden Road Central, Hong Kong | ||
|
The Hongkong and Shanghai Banking Corporation Limited |
Level 30, HSBC Main Building 1 Queen’s Road Central, Hong Kong | |||
|
Standard Chartered Bank (Hong Kong) Limited |
15th Floor Standard Chartered Tower 388 Kwun Tong Road Kwun Tong, Hong Kong | |||
| Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A, No. 99-02 Bogotá DC, Colombia | ||
STATE STREET CORPORATION 2
| Costa Rica | Banco BCT S.A. | 160 Calle Central Edificio BCT San José, Costa Rica | ||
| Croatia | Privredna Banka Zagreb d.d. | Custody Department Radnička cesta 50 10000 Zagreb, Croatia | ||
| Zagrebacka Banka d.d. | Savska 60 10000 Zagreb, Croatia | |||
| Cyprus | BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) | 2 Lampsakou Str. 115 28 Athens, Greece | ||
| Czech Republic |
Československá obchodní banka, a.s. | Radlická 333/150 150 57 Prague 5, Czech Republic | ||
|
UniCredit Bank Czech Republic and Slovakia, a.s. |
BB Centrum – FILADELFIE Želetavská 1525/1 140 92 Praha 4 - Michle, Czech Republic | |||
| Denmark | Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Danmark, Filial af Nordea Bank AB (publ), Sverige) | Strandgade 3 0900 Copenhagen C, Denmark | ||
|
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch) |
Bernstorffsgade 50 1577 Copenhagen, Denmark | |||
| Egypt | HSBC Bank Egypt S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
6th Floor 306 Corniche El Nil Maadi, Cairo, Egypt | ||
| Estonia | AS SEB Pank | Tornimäe 2 15010 Tallinn, Estonia | ||
| Finland | Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), Finnish branch) | Satamaradankatu 5 00500 Helsinki, Finland | ||
|
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch) |
Securities Services Box 630 SF-00101 Helsinki, Finland | |||
| France | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) | De Entree 195 1101 HE Amsterdam, Netherlands | ||
| Republic of Georgia | JSC Bank of Georgia | 29a Gagarini Str. Tbilisi 0160, Georgia | ||
| Germany | State Street Bank International GmbH | Brienner Strasse 59 80333 Munich, Germany | ||
| Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn, Germany | |||
STATE STREET CORPORATION 3
| Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 1st Floor High Street Building Accra, Ghana | ||
| Greece | BNP Paribas Securities Services, S.C.A. | 2 Lampsakou Str. 115 28 Athens, Greece | ||
| Guinea-Bissau | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Hong Kong | Standard Chartered Bank (Hong Kong) Limited | 15th Floor Standard Chartered Tower 388 Kwun Tong Road Kwun Tong, Hong Kong | ||
| Hungary | Citibank Europe plc Magyarországi Fióktelepe | 7 Szabadság tér, Bank Center Budapest, H-1051 Hungary | ||
|
UniCredit Bank Hungary Zrt. |
6th Floor Szabadság tér 5-6 H-1054 Budapest, Hungary | |||
| Iceland | Landsbankinn hf. | Austurstræti 11 155 Reykjavik, Iceland | ||
| India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge Park Off Western Express Highway Goregaon (E) Mumbai 400 063, India | ||
|
The Hongkong and Shanghai Banking Corporation Limited |
11F, Building 3, NESCO - IT Park, NESCO Complex, Western Express Highway Goregaon (East), Mumbai 400 063, India | |||
| Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80 Jakarta 10310, Indonesia | ||
| Ireland | State Street Bank and Trust Company, United Kingdom branch | Quartermile 3 10 Nightingale Way Edinburgh EH3 9EG, Scotland | ||
| Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard Tel Aviv, Israel 61000 | ||
| Italy | Deutsche Bank S.p.A. | Investor Services Via Turati 27 – 3rd Floor 20121 Milan, Italy | ||
STATE STREET CORPORATION 4
| Ivory Coast | Standard Chartered Bank Côte d’Ivoire S.A. | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Japan | Mizuho Bank, Limited | Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku Tokyo 108-6009, Japan | ||
|
The Hongkong and Shanghai Banking Corporation Limited |
HSBC Building 11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan | |||
| Jordan | Standard Chartered Bank | Shmeissani Branch Al-Thaqafa Street, Building # 2 P.O. Box 926190 Amman 11110, Jordan | ||
| Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 41 Kazibek Bi street, Almaty A25T0A1, Kazakhstan | ||
| Kenya | Standard Chartered Bank Kenya Limited | Custody Services Standard Chartered @ Chiromo, Level 5 48 Westlands Road P.O. Box 40984 – 00100 GPO Nairobi, Kenya | ||
| Republic of Korea |
Deutsche Bank AG | 18th Fl., Young-Poong Building 41 Cheonggyecheon-ro Jongro-ku-, Seoul 03188, Korea | ||
|
The Hongkong and Shanghai Banking Corporation Limited |
5F HSBC Building #37 Chilpae-ro Jung-gu, Seoul 04511, Korea | |||
| Kuwait | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra Tower, 37F P. O. Box 1683, Safat 13017, Kuwait | ||
| Latvia | AS SEB banka | Unicentrs, Valdlauči LV-1076 Kekavas pag., Rigas raj., Latvia | ||
| Lithuania | AB SEB bankas | Gedimino av. 12 LT 2600 Vilnius, Lithuania | ||
| Malawi | Standard Bank Limited | Kaomba Centre Cnr. Victoria Avenue & Sir Glyn Jones Road Blantyre, Malawi | ||
STATE STREET CORPORATION 5
| Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services Level 20, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur, Malaysia | ||
|
Standard Chartered Bank Malaysia Berhad |
Menara Standard Chartered 30 Jalan Sultan Ismail 50250 Kuala Lumpur, Malaysia | |||
| Mali | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Mauritius | The Hongkong and Shanghai Banking Corporation Limited | 6F HSBC Centre 18 CyberCity Ebene, Mauritius | ||
| Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte Act. Roberto Medellín No. 800 Col. Santa Fe Mexico, DF 01219 | ||
| Morocco | Citibank Maghreb S.A. | Zénith Millénium Immeuble1 Sidi Maârouf – B.P. 40 Casablanca 20190, Morocco | ||
| Namibia | Standard Bank Namibia Limited | Standard Bank Center Cnr. Werner List St. and Post St. Mall 2nd Floor Windhoek, Namibia | ||
| Netherlands | Deutsche Bank AG | De Entree 195 1101 HE Amsterdam, Netherlands | ||
| New Zealand | The Hongkong and Shanghai Banking Corporation Limited | HSBC House Level 7, 1 Queen St. Auckland 1010, New Zealand | ||
| Niger | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 Idejo St Victoria Island, Lagos 101007, Nigeria | ||
| Norway |
Nordea Bank AB (publ), Sweden (operating through its branch, Nordea Bank AB (publ), filial i Norge) | Essendropsgate 7 0368 Oslo, Norway | ||
|
Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch) |
P.O. Box 1843 Vika Filipstad Brygge 1 N-0123 Oslo, Norway | |||
STATE STREET CORPORATION 6
| Oman | HSBC Bank Oman S.A.O.G. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
2nd Floor Al Khuwair P.O. Box 1727 PC 111 Seeb, Oman | ||
| Pakistan | Deutsche Bank AG | Unicentre – Unitowers I.I. Chundrigar Road P.O. Box 4925 Karachi - 74000, Pakistan | ||
| Panama | Citibank, N.A. | Boulevard Punta Pacifica Torre de las Americas Apartado Panama City, Panama 0834-00555 | ||
| Peru | Citibank del Perú, S.A. | Canaval y Moreyra 480 3rd Floor, San Isidro Lima 27, Perú | ||
| Philippines | Deutsche Bank AG | Global Transaction Banking Tower One, Ayala Triangle 1226 Makati City, Philippines | ||
| Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 00-293 Warsaw, Poland | ||
|
Bank Polska Kasa Opieki S.A. |
31 Zwirki I Wigury Street 02-091, Warsaw, Poland | |||
| Portugal | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch) | De Entree 195 1101 HE Amsterdam, Netherlands | ||
| Puerto Rico | Citibank N.A. | 235 Federico Costa Street, Suite 315 San Juan, Puerto Rico 00918 | ||
| Qatar | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road Doha, Qatar | ||
| Romania | Citibank Europe plc, Dublin – Romania Branch | 8, Iancu de Hunedoara Boulevard 712042, Bucharest Sector 1, Romania | ||
| Russia | AO Citibank | 8-10 Gasheka Street, Building 1 125047 Moscow, Russia | ||
STATE STREET CORPORATION 7
| Saudi Arabia | HSBC Saudi Arabia (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
HSBC Head Office 7267 Olaya -Al Murooj Riyadh 12283-2255 Kingdom of Saudi Arabia | ||
|
Saudi British Bank (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
Prince Abdulaziz Bin Mossaad Bin Jalawi Street (Dabaab) Riyadh 11413 Kingdom of Saudi Arabia | |||
| Senegal | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Serbia | UniCredit Bank Serbia JSC | Jurija Gagarina 12 11070 Belgrade, Serbia | ||
| Singapore | Citibank N.A. | 3 Changi Business Park Crescent #07-00, Singapore 486026 | ||
| Slovak Republic | UniCredit Bank Czech Republic and Slovakia, a.s. | Ŝancová 1/A 813 33 Bratislava, Slovak Republic | ||
| Slovenia | UniCredit Banka Slovenija d.d. | Šmartinska 140 SI-1000 Ljubljana, Slovenia | ||
| South Africa | FirstRand Bank Limited | Mezzanine Floor 3 First Place Bank City Corner Simmonds & Jeppe Sts. Johannesburg 2001 Republic of South Africa | ||
|
Standard Bank of South Africa Limited |
3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001 Republic of South Africa | |||
| Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino 14-16, Planta 1 28020 Madrid, Spain | ||
| Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited | 24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka | ||
| Republic of Srpska | UniCredit Bank d.d. | Zelenih beretki 24 71 000 Sarajevo Federation of Bosnia and Herzegovina | ||
| Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza Mbabane, Swaziland H101 | ||
| Sweden | Nordea Bank AB (publ) | Smålandsgatan 17 105 71 Stockholm, Sweden | ||
| Skandinaviska Enskilda Banken AB (publ) | Sergels Torg 2 SE-106 40 Stockholm, Sweden | |||
STATE STREET CORPORATION 8
| Switzerland |
Credit Suisse (Switzerland) Ltd. |
Uetlibergstrasse 231 8070 Zurich, Switzerland | ||
|
UBS Switzerland AG |
Max-Högger-Strasse 80-82 CH-8048 Zurich-Alstetten, Switzerland | |||
| Taiwan - R.O.C. |
Deutsche Bank AG |
296 Ren-Ai Road Taipei 106 Taiwan, Republic of China | ||
|
Standard Chartered Bank (Taiwan) Limited |
168 Tun Hwa North Road Taipei 105, Taiwan, Republic of China | |||
| Tanzania | Standard Chartered Bank (Tanzania) Limited | 1 Floor, International House Corner Shaaban Robert St and Garden Ave PO Box 9011 Dar es Salaam, Tanzania | ||
| Thailand | Standard Chartered Bank (Thai) Public Company Limited |
Sathorn Nakorn Tower 14th Floor, Zone B 90 North Sathorn Road Silom, Bangkok 10500, Thailand | ||
| Togo | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast |
23, Bld de la République 17 BP 1141 Abidjan 17 Côte d’Ivoire | ||
| Tunisia | Union Internationale de Banques | 65 Avenue Bourguiba 1000 Tunis, Tunisia | ||
| Turkey |
Citibank, A.Ş. |
Tekfen Tower Eski Buyukdere Caddesi 209 Kat 3 Levent 34394 Istanbul, Turkey | ||
|
Deutsche Bank A.Ş. |
Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 Levent 34394 Istanbul, Turkey | |||
| Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road P.O. Box 7111 Kampala, Uganda | ||
| Ukraine | JSC Citibank | 16-g Dilova St. Kyiv 03150, Ukraine | ||
| United Arab Emirates Dubai Financial Market | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates | ||
STATE STREET CORPORATION 9
| United Arab Emirates Dubai International Financial Center | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates | ||
| United Arab Emirates Abu Dhabi | HSBC Bank Middle East Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
HSBC Securities Services Emaar Square Level 3, Building No. 5 P O Box 502601 Dubai, United Arab Emirates | ||
| United Kingdom | State Street Bank and Trust Company, United Kingdom branch | Quartermile 3 10 Nightingale Way Edinburgh EH3 9EG, Scotland | ||
| Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 11000 Montevideo, Uruguay | ||
| Vietnam | HSBC Bank (Vietnam) Limited (as delegate of The Hongkong and Shanghai Banking Corporation Limited) |
Centre Point 106 Nguyen Van Troi Street Phu Nhuan District Ho Chi Minh City, Vietnam | ||
| Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House Cairo Road P.O. Box 32238 10101, Lusaka, Zambia | ||
| Zimbabwe | Stanbic Bank Zimbabwe Limited (as delegate of Standard Bank of South Africa Limited) |
3rd Floor Stanbic Centre 59 Samora Machel Avenue Harare, Zimbabwe | ||
STATE STREET CORPORATION 10
Depositories Operating in Network Markets Schedule B
JUNE 30, 2018
| MARKET |
DEPOSITORY |
TYPES OF SECURITIES | ||
| Albania | Bank of Albania | Government debt | ||
| Argentina | Caja de Valores S.A. | Equities, government and corporate bonds, and corporate money market instruments | ||
| Australia | Austraclear Limited | Government securities, corporate bonds, and corporate money market instruments | ||
| Austria | OeKB Central Securities Depository GmbH | All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities) | ||
| Bahrain | Bahrain Clear Company | Equities | ||
| Bangladesh | Bangladesh Bank | Government securities | ||
|
Central Depository Bangladesh Limited |
Equities and corporate bonds | |||
| Belgium | Euroclear Belgium | Equities and most corporate bonds | ||
|
National Bank of Belgium |
Government securities, corporate bonds, and money market instruments | |||
| Benin | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
|
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Bermuda | Bermuda Securities Depository | Equities, corporate bonds | ||
STATE STREET CORPORATION 1
| Federation of Bosnia and Herzegovina | Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d. | Equities, corporate bonds, government securities, money market instruments | ||
| Botswana | Bank of Botswana | Government debt | ||
|
Central Securities Depository Company of Botswana Ltd. |
Equities and corporate bonds | |||
| Brazil | Brasil, Bolsa, Balcão S.A. (B3) [formerly known as Central de Custódia e de Liquidação Financeira de Títulos Privados (CETIP)] | Corporate debt and money market instruments | ||
|
Brasil, Bolsa, Balcão S.A. (B3) [formerly known as BM&F BOVESPA Depository Services] |
Equities and corporate bonds traded on-exchange | |||
|
Sistema Especial de Liquidação e de Custódia (SELIC) |
Government debt issued by the central bank and the National Treasury | |||
| Bulgaria | Bulgarian National Bank | Government securities | ||
|
Central Depository AD |
Eligible equities and corporate bonds | |||
| Burkina Faso | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
|
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Canada | The Canadian Depository for Securities Limited | All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset-backed securities | ||
| Chile | Depósito Central de Valores S.A. | Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments | ||
| People’s Republic of China | China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches | A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants | ||
|
China Central Depository and Clearing Co., Ltd. |
Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds | |||
STATE STREET CORPORATION 2
| Shanghai Clearing House | Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial bank bonds | |||
| Colombia | Depósito Central de Valores | Securities issued by the central bank and the Republic of Colombia | ||
| Depósito Centralizado de Valores de Colombia S.A. (DECEVAL) | Equities, corporate bonds, money market instruments | |||
| Costa Rica | Interclear Central de Valores S.A. | Securities traded on Bolsa Nacional de Valores | ||
| Croatia | Središnje klirinško depozitarno društvo d.d. | Eligible equities, corporate bonds, government securities, and corporate money market instruments | ||
| Cyprus | Central Depository and Central Registry | Equities, corporate bonds, dematerialized government securities, corporate money market instruments | ||
| Czech Republic | Centrální depozitář cenných papírù, a.s.
Czech National Bank |
All dematerialized equities, corporate debt, and government debt, excluding Treasury bills
Treasury bills | ||
| Denmark | VP Securities A/S | Equities, government securities, corporate bonds, corporate money market instruments, warrants | ||
| Egypt | Central Bank of Egypt | Treasury bills | ||
|
Misr for Central Clearing, Depository and Registry S.A.E. |
Eligible equities, corporate bonds, and Treasury bonds | |||
| Estonia | Nasdaq CSD SE | All registered equity and debt securities | ||
| Finland | Euroclear Finland | Equities, corporate bonds, government securities, money market instruments | ||
| France | Euroclear France | Government securities, equities, bonds, and money market instruments | ||
| Republic of Georgia |
Georgian Central Securities Depository |
Equities, corporate bonds, and money market instruments | ||
|
National Bank of Georgia |
Government securities | |||
| Germany |
Clearstream Banking AG, Frankfurt |
Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates | ||
| Ghana | Central Securities Depository (Ghana) Limited | Government securities and Bank of Ghana securities; equities and corporate bonds | ||
| Greece | Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form
Hellenic Central Securities Depository |
Government debt
Eligible listed equities, government debt, and corporate bonds | ||
STATE STREET CORPORATION 3
| Guinea-Bissau | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
|
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Hong Kong | Central Moneymarkets Unit | Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments | ||
|
Hong Kong Securities Clearing Company Limited |
Securities listed or traded on the Stock Exchange of Hong Kong Limited | |||
| Hungary | KELER Központi Értéktár Zrt. | Government securities, equities, corporate bonds, and investment fund notes | ||
| Iceland | Nasdaq verðbréfamiðstöð hf. | Government securities, equities, corporate bonds, and money market instruments | ||
| India | Central Depository Services (India) Limited | Eligible equities, debt securities, and money market instruments | ||
|
National Securities Depository Limited |
Eligible equities, debt securities, and money market instruments | |||
| Indonesia | Reserve Bank of India | Government securities | ||
|
Bank Indonesia |
Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills) | |||
|
Ireland |
PT Kustodian Sentral Efek Indonesia |
Equities, corporate bonds, and money market instruments | ||
|
Euroclear UK & Ireland Limited |
GBP- and EUR-denominated money market instruments | |||
|
Euroclear Bank S.A./N.V. |
Government securities | |||
| Israel | Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House) | Government securities, equities, corporate bonds and trust fund units | ||
| Italy | Monte Titoli S.p.A. | Equities, corporate debt, government debt, money market instruments, and warrants | ||
STATE STREET CORPORATION 4
| Ivory Coast | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
|
Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Japan | Bank of Japan – Financial Network System
|
Government securities
| ||
| Japan Securities Depository Center (JASDEC) Incorporated | Equities, corporate bonds, and corporate money market instruments | |||
| Jordan | Central Bank of Jordan | Treasury bills, government bonds, development bonds, and public entity bonds | ||
| Securities Depository Center |
Equities and corporate bonds | |||
| Kazakhstan | Central Securities Depository | Government securities, equities, corporate bonds, and money market instruments | ||
| Kenya | Central Bank of Kenya
|
Treasury bills and Treasury bonds | ||
| Central Depository and Settlement Corporation Limited | Equities and corporate debt | |||
| Republic of Korea | Korea Securities Depository | Equities, government securities, corporate bonds and money market instruments | ||
| Kuwait | Kuwait Clearing Company KSC | Money market instruments, equities, and corporate bonds | ||
| Latvia | Nasdaq CSD SE | Equities, government securities, corporate bonds, and money market instruments | ||
| Lithuania | Nasdaq CSD SE | All securities available for public trading | ||
| Malawi | Reserve Bank of Malawi | Reserve Bank of Malawi bills and Treasury bills, and equities | ||
| Malaysia | Bank Negara Malaysia | Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments | ||
| Bursa Malaysia Depository Sdn. Bhd. |
Securities listed on Bursa Malaysia Securities Berhad | |||
| Mali | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats d’Afrique de l’Ouest | Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
STATE STREET CORPORATION 5
| Mauritius | Bank of Mauritius | Government debt (traded through primary dealers) | ||
|
Central Depository and Settlement Co. Limited |
Listed and unlisted equity and debt securities (corporate debt and T-bills traded on the exchange) | |||
| Mexico | S.D. Indeval, S.A. de C.V. | All securities | ||
| Morocco | Maroclear | Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper | ||
| Namibia | Bank of Namibia | Treasury bills | ||
| Netherlands | Euroclear Nederland | Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds | ||
| New Zealand | New Zealand Central Securities Depository Limited | Government securities, equities, corporate bonds, and money market instruments | ||
| Niger | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Nigeria | Central Bank of Nigeria | Treasury bills and government bonds | ||
|
Central Securities Clearing System Limited |
Equities and corporate bonds traded on the Nigeria Stock Exchange | |||
| Norway | Verdipapirsentralen ASA | All listed securities | ||
| Oman | Muscat Clearing & Depository Company S.A.O.G. | Equities, corporate bonds, government debt | ||
| Pakistan | Central Depository Company of Pakistan Limited
State Bank of Pakistan |
Equities and corporate bonds
Government securities | ||
| Panama | Central Latinoamericana de Valores, S.A. (LatinClear) | Equities, government and corporate debt, commercial paper, short-term securities | ||
| Peru | CAVALI S.A. Institución de Compensación y Liquidación de Valores | All securities in book-entry form traded on the stock exchange | ||
STATE STREET CORPORATION 6
| Philippines | Philippine Depository & Trust Corporation | Eligible equities and debt | ||
|
Registry of Scripless Securities (ROSS) of the Bureau of the Treasury |
Government securities | |||
| Poland |
Rejestr Papierów Wartościowych | Treasury bills | ||
|
Krajowy Depozyt Papierów Wartościowych, S.A. |
Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts | |||
| Portugal | INTERBOLSA – Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. | All local Portuguese instruments | ||
| Qatar | Qatar Central Securities Depository | Equities, government bonds and Treasury bills listed on the Qatar Exchange | ||
| Romania |
National Bank of Romania | Treasury bills and bonds | ||
|
S.C. Depozitarul Central S.A. |
Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds | |||
| Russia | National Settlement Depository | Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and corporate debt denominated in RUB | ||
| Saudi Arabia | Securities Depository Center Company | Equities, government securities, and Treasury bills | ||
| Senegal | Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Serbia | Central Securities Depository and Clearinghouse | All instruments | ||
| Monetary Authority of Singapore | Government securities | |||
| Singapore | The Central Depository (Pte.) Limited | Eligible listed equities and eligible private debt traded in Singapore | ||
| Slovak Republic | Centrálny depozitár cenných papierov SR, a.s. | All dematerialized securities | ||
| Slovenia | KDD – Centralna klirinško depotna družba d.d. | All publicly traded securities | ||
STATE STREET CORPORATION 7
| South Africa | Strate (Pty) Ltd. | Eligible equities, government securities, corporate bonds, money market instruments, and warrants | ||
| Spain | IBERCLEAR | Government securities, equities, warrants, money market instruments, and corporate bonds | ||
| Sri Lanka |
Central Bank of Sri Lanka | Government securities | ||
|
Central Depository System (Pvt) Limited |
Equities and corporate bonds | |||
| Republic of Srpska | Central Registry of Securities in the Republic of Srpska JSC | Government securities, equities, and corporate and municipal bonds | ||
| Swaziland | Central Bank of Swaziland | Treasury bills and Treasury bonds | ||
| Sweden | Euroclear Sweden AB | Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants | ||
| Switzerland | SIX SIS AG | Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants | ||
| Taiwan - R.O.C. | Central Bank of the Republic of China (Taiwan) | Government securities | ||
|
Taiwan Depository and Clearing Corporation |
Listed equities, short-term bills, and corporate bonds | |||
| Tanzania | CSD & Registry Company Limited | Equities and corporate bonds | ||
|
Thailand |
Thailand Securities Depository Company Limited | Government securities, equities and corporate bonds | ||
| Togo
|
Dépositaire Central – Banque de Règlement | All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats d’Afrique de l’Ouest |
Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | |||
| Tunisia | Tunisie Clearing | All eligible listed securities | ||
| Turkey |
Central Bank of Turkey | Government securities | ||
|
Central Registry Agency |
Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds | |||
| Uganda | Bank of Uganda | Treasury bills and Treasury bonds | ||
|
Securities Central Depository |
Equities, corporate bonds | |||
STATE STREET CORPORATION 8
| Ukraine | National Depository of Ukraine | Equities, bonds, and money market instruments | ||
| United Arab Emirates – Abu Dhabi | Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange | Equities, government securities, and corporate debt | ||
| United Arab Emirates – Dubai Financial Market | Clearing, Settlement and Depository Division, a department of the Dubai Financial Market | Equities, government securities, and corporate debt listed on the DFM | ||
| United Arab Emirates – Dubai International Financial Center | Central Securities Depository, owned and operated by NASDAQ Dubai Limited | Equities, corporate bonds, and corporate money market instruments | ||
| United Kingdom | Euroclear UK & Ireland Limited | GBP- and EUR-denominated money market instruments | ||
| Uruguay | Banco Central del Uruguay | Government securities | ||
| Vietnam | Vietnam Securities Depository | Equities, government bonds, T-bills, corporate bonds, and public fund certificates | ||
| Zambia |
Bank of Zambia | Treasury bills and Treasury bonds | ||
|
LuSE Central Shares Depository Limited |
Treasury bonds, corporate bonds, and equities | |||
| Zimbabwe |
Chengetedzai Depository Company Limited | Equities and corporate bonds | ||
|
Reserve Bank of Zimbabwe |
Treasury bills and Treasury bonds | |||
|
TRANSNATIONAL DEPOSITORIES |
||||
| Euroclear Bank S.A./N.V. | Domestic securities from more than 40 markets | |||
| Clearstream Banking, S.A. | Domestic securities from more than 50 markets | |||
STATE STREET CORPORATION 9
Global Custody Network Publications
Schedule C
| Publication /Type of Information | Brief Description | |
| (scheduled update frequency) | ||
| The Guide to Custody in World Markets (regular my.statestreet.com updates) |
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services. | |
| Global Custody Network Review (updated annually on my.statestreet.com) |
Information relating to Foreign Subcustodians in State Street’s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street’s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks. | |
| Securities Depository Review (updated annually on my.statestreet.com) |
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7. | |
| Global Legal Survey (updated annually on my.statestreet.com) |
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: | |
| (i) access of a fund’s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, | ||
| (ii) a fund’s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, | ||
| (iii) a fund’s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and | ||
| (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. | ||
STATE STREET CORPORATION 1
| Subcustodian Agreements (available on CD-ROM annually) |
Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services. | |
| Global Market Bulletin (daily or as necessary via email and on my.statestreet.com) |
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street’s clients. | |
| Foreign Custody Risk Advisories (provided as necessary and on my.statestreet.com) |
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels. | |
| Foreign Custody Manager Material Change Notices (quarterly or as necessary and on my.statestreet.com) |
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street’s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories. | |
Please contact GlobalMarketInformation@statestreet.com with questions about this document.
The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.
Copyright 2018 State Street Corporation
www.statestreet.com
STATE STREET CORPORATION 2
Appendix A
APPENDIX A
BLACKROCK MANAGEMENT INVESTMENT COMPANY
Amendment to that certain Master Custodian Agreement dated as of
December 31, 2018
As of February 11, 2019
Open-End Funds
| BLK Ticker |
Custody Account # | |||
| BlackRock California Municipal Series Trust |
||||
| 1. BlackRock California Municipal Opportunities Fund |
BR-CAMO | LCP2 | ||
| BlackRock FundsSM |
||||
| 2. BlackRock Advantage Emerging Markets Fund |
BR_EMR-AGG | 0CNC | ||
| 3. BlackRock Emerging Markets Equity Strategies Fund |
BR_EMES-AG | 0CRC | ||
| 4. BlackRock Global Long/Short Equity Fund |
BR_GLS-AGG | 0CNK | ||
| 5. BlackRock Impact U.S. Equity Fund |
BR_IMPR3 | 89iE | ||
| 6. BlackRock Total Emerging Markets Fund |
BR_EMAL-AG | 0CPC | ||
| 7. iShares Developed Real Estate Index Fund |
MF_DRE | 0CiE | ||
| 8. iShares Edge MSCI Min Vol EAFE Index Fund |
BR_MVEAFE | 0CiO | ||
| 9. iShares Edge MSCI Min Vol USA Index Fund |
BR_MVUSA | 0CiN | ||
| 10. iShares Edge MSCI Multifactor Intl Index Fund |
BR_MFINT | 0CiM | ||
| 11. iShares Edge MSCI Multifactor USA Index Fund |
BR_MFUSA | 0CiL | ||
| 12. iShares MSCI Developed World Index Fund |
MF_URTH | 0CiA | ||
| 13. iShares Municipal Bond Index Fund |
BR-NMDX | 0CiV | ||
| 14. iShares Russell Mid-Cap Index Fund |
MF_IWR | 0CiB | ||
| 15. iShares Russell Small/Mid-Cap Index Fund |
MF_SMC | 0CiG | ||
| 16. iShares Short-Term TIPS Bond Index Fund |
BR_TIPS0 | 0CiH | ||
| 17. iShares Total U.S. Stock Market Index Fund |
MF_IWV | 0CiF | ||
| BlackRock Funds III |
||||
| 18. BlackRock LifePath Dynamic Retirement Portfolio |
FF_MIPRET | 0BC0 | ||
| 19. BlackRock LifePath Dynamic 2020 Portfolio |
FF_MIP2020 | 0BC2 | ||
| 20. BlackRock LifePath Dynamic 2025 Portfolio |
FF_MIP2025 | 0CJA | ||
| 21. BlackRock LifePath Dynamic 2030 Portfolio |
FF_MIP2030 | 0BC3 | ||
| 22. BlackRock LifePath Dynamic 2035 Portfolio |
FF_MIP2035 | 0CJB | ||
| 23. BlackRock LifePath Dynamic 2040 Portfolio |
FF_MIP2040 | 0BC4 | ||
| 24. BlackRock LifePath Dynamic 2045 Portfolio |
FF_MIP2045 | 0CJD | ||
| 25. BlackRock LifePath Dynamic 2050 Portfolio |
FF_MIP2050 | 0BC5 | ||
| 26. BlackRock LifePath Dynamic 2055 Portfolio |
FF_MIP2055 | 0CJE | ||
| 27. BlackRock LifePath Dynamic 2060 Portfolio |
FF_MIP2060 | 0CS1 | ||
| 28. BlackRock LifePath Index Retirement Portfolio |
FFIRET | 0CMA | ||
| 29. BlackRock LifePath Index 2020 Portfolio |
FFI2020 | 0CMB | ||
| 30. BlackRock LifePath Index 2025 Portfolio |
FFI2025 | 0CMD | ||
| 31. BlackRock LifePath Index 2030 Portfolio |
FFI2030 | 0CME | ||
| 32. BlackRock LifePath Index 2035 Portfolio |
FFI2035 | 0CMF | ||
| 33. BlackRock LifePath Index 2040 Portfolio |
FFI2040 | 0CMG | ||
| 34. BlackRock LifePath Index 2045 Portfolio |
FFI2045 | 0CMH | ||
| 35. BlackRock LifePath Index 2050 Portfolio |
FFI2050 | 0CMi | ||
| 36. BlackRock LifePath Index 2055 Portfolio |
FFI2055 | 0CMJ |
A-1
| 37. BlackRock LifePath Index 2060 Portfolio |
FFI2060 | 0CMY | ||
| 38. iShares Russell 1000 Large-Cap Index Fund |
FFMFR1IN | 0CMN | ||
| 39. iShares S&P 500 Index Fund |
FF-WFSPX | 0BC7 | ||
| 40. iShares MSCI Total International Index Fund |
FFACXUS | 0CHX | ||
| 41. iShares U.S. Aggregate Bond Index Fund |
FF-WFBIX | 0BC6 | ||
| BlackRock Funds IV |
||||
| 42. BlackRock Alternative Capital Strategies Fund |
BR-ACS-AG | 0CQK | ||
| 43. BlackRock Impact Bond Fund |
BR-IMPBD | 89iF | ||
| BlackRock Funds V |
||||
| 44. BlackRock Emerging Markets Bond Fund |
BR-EMDHD | 89KF | ||
| 45. BlackRock Emerging Markets Local Currency Bond Fund |
BR-EMDLCL | 89KG | ||
| BlackRock Funds VI |
||||
| 46. BlackRock CoreAlpha Bond Fund |
FFMIPCORA | 0CHU | ||
| BlackRock Mid Cap Dividend Series, Inc. |
||||
| 47. BlackRock Mid Cap Dividend Fund |
BR_MVO_AG | LCP0 | ||
| BlackRock Municipal Bond Fund, Inc. |
||||
| 48. BlackRock High Yield Municipal Fund |
BR-HYMUNI | LCP6 | ||
| 49. BlackRock National Municipal Fund |
BR-NATL | LCP8 | ||
| 50. BlackRock Short-Term Municipal Fund |
BR-STMUNI | LCP9 | ||
| BlackRock Municipal Series Trust |
||||
| 51. BlackRock Strategic Municipal Opportunities Fund |
BR-SMO-AG | 89KC | ||
| BlackRock Multi-State Municipal Series Trust |
||||
| 52. BlackRock New Jersey Municipal Bond Fund |
BR-NJMUNI | 8969 | ||
| 53. BlackRock New York Municipal Opportunities Fund |
BR-NYMO | 8938 | ||
| 54. BlackRock Pennsylvania Municipal Bond Fund |
BR-PAMUNI | 8951 | ||
| BlackRock Index Funds, Inc. |
||||
| 55. iShares MSCI EAFE International Index Fund |
MF_INTL | LCW1 | ||
| 56. iShares Russell 2000 Small -Cap Index Fund |
FF_SC | 89Q5 | ||
| Master Investment Portfolio |
||||
| 57. Active Stock Master Portfolio |
MIPCORE-AG | 0BEC | ||
| 58. International Tilts Master Portfolio |
INTLLP | 0CR0 | ||
| 59. Large Cap Index Master Portfolio |
MFR1INDX | 0CML | ||
| 60. LifePath Dynamic Retirement Master Portfolio |
MIP2000-AG | 0BQC | ||
| 61. LifePath Dynamic 2020 Master Portfolio |
MIP2020-AG | 0BRC | ||
| 62. LifePath Dynamic 2025 Master Portfolio |
MIP2025-AG | 0CJC | ||
| 63. LifePath Dynamic 2030 Master Portfolio |
MIP2030-AG | 0BRK | ||
| 64. LifePath Dynamic 2035 Master Portfolio |
MIP2035-AG | 0CJK | ||
| 65. LifePath Dynamic 2040 Master Portfolio |
MIP2040-AG | 0BSC | ||
| 66. LifePath Dynamic 2045 Master Portfolio |
MIP2045-AG | 0CMC | ||
| 67. LifePath Dynamic 2050 Master Portfolio |
MIP2050-AG | 0BSK | ||
| 68. LifePath Dynamic 2055 Master Portfolio |
MIP2055-AG | 0CMK | ||
| 69. LifePath Dynamic 2060 Master Portfolio |
MIP2060-AG | 0CSK | ||
| 70. LifePath Index Retirement Master Portfolio |
MIPIRET | 0CLA | ||
| 71. LifePath Index 2020 Master Portfolio |
MIPI2020 | 0CLB | ||
| 72. LifePath Index 2025 Master Portfolio |
MIPI2025 | 0CLD | ||
| 73. LifePath Index 2030 Master Portfolio |
MIPI2030 | 0CLE | ||
| 74. LifePath Index 2035 Master Portfolio |
MIPI2035 | 0CLF | ||
| 75. LifePath Index 2040 Master Portfolio |
MIPI2040 | 0CLG | ||
| 76. LifePath Index 2045 Master Portfolio |
MIPI2045 | 0CLH | ||
| 77. LifePath Index 2050 Master Portfolio |
MIPI2050 | 0CLi | ||
| 78. LifePath Index 2055 Master Portfolio |
MIPI2055 | 0CLJ | ||
| 79. LifePath Index 2060 Master Portfolio |
MIPI2060 | 0CLY |
Information Classification: Limited Access
A-2
| 80. S&P 500 Index Master Portfolio |
MIPSP | 0BAM | ||
| 81. Total International ex-U.S. Index Master |
MFACXUS | 0CHW | ||
| 82. U.S. Total Bond Index Master Portfolio |
MIP_AGG | 0BAL | ||
| Master Investment Portfolio II |
||||
| 83. CoreAlpha Bond Master Portfolio |
MIP_CORA | 0BDY | ||
| Quantitative Master Series, LLC |
||||
| 84. Master Small Cap Index Series |
MF_SC-AGG | 89QC | ||
| 85. BlackRock Equity Dividend Fund |
BR_EDF | 8935 | ||
| 86. BlackRock Natural Resources Trust |
BR_NRT | LCQ2 | ||
| 87. BlackRock Strategic Global Bond Fund, Inc. |
BR-WI-AGG | 896K | ||
| Closed-End Funds | ||||
| 88. BIT Subsidiary, LLC |
89DB | |||
| 89. BlackRock 2022 Global Opportunity Income Trust |
BGIO | 89KE | ||
| 90. BlackRock California Municipal Income Trust |
BFZ | D2H1 | ||
| 91. BlackRock Credit Strategies Fund1 |
CREDX | 89DC | ||
| 92. BlackRock Core Bond Trust |
BHK-AGG | D2i2 | ||
| 93. BlackRock Corporate High Yield Fund, Inc. |
HYT | 8986 | ||
| 94. BlackRock Credit Allocation Income Trust |
BTZ-PREF | D2iM | ||
| 95. BlackRock Debt Strategies Fund, Inc. |
DSU | LCPI | ||
| 96. BlackRock Energy and Resources Trust |
BGR | LCXA | ||
| 97. BlackRock Enhanced Capital & Income Fund, Inc. |
CII-EG | LCXB | ||
| 98. BlackRock Enhanced Equity Dividend Trust |
BDJ | LCXD | ||
| 99. BlackRock Enhanced Global Dividend Trust |
BGO | LCXE | ||
| 100. BlackRock Enhanced Government Fund, Inc. |
EGF | 89E8 | ||
| 101. BlackRock Enhanced International Dividend Trust |
BGY-AGG | LCXG | ||
| 102. BlackRock Floating Rate Income Strategies Fund, Inc. |
FRA | 89D9 | ||
| 103. BlackRock Floating Rate Income Trust |
BGT2 | D2i8 | ||
| 104. BlackRock Florida Municipal 2020 Term Trust |
BFO | D1Z8 | ||
| 105. BlackRock Health Sciences Trust |
BME | LCXF | ||
| 106. BlackRock Income Trust, Inc. |
BKT | 2i14 | ||
| 107. BlackRock Investment Quality Municipal Trust, Inc. |
BKN | B158 | ||
| 108. BlackRock Limited Duration Income Trust |
BLW | D2i7 | ||
| 109. BlackRock Long-Term Municipal Advantage Trust |
BTA | D0Z8 | ||
| 110. BlackRock Maryland Municipal Bond Trust |
BZM | D0Z3 | ||
| 111. BlackRock Massachusetts Tax-Exempt Trust |
MHE | 89L5 | ||
| 112. BlackRock Multi-Sector Income Trust |
BIT-AGG | 89K1 | ||
| 113. BlackRock Multi-Sector Opportunities Trust Series |
MSO-AGG | 89JC | ||
| 114. BlackRock Municipal 2020 Term Trust |
BKK | D1Z9 | ||
| 115. BlackRock Municipal 2030 Target Term Trust |
BTT2 | 89R7 | ||
| 116. BlackRock Municipal Bond Trust |
BBK | D0Z2 | ||
| 117. BlackRock Municipal Income Investment Quality Trust |
BAF | D1Z5 | ||
| 118. BlackRock Municipal Income Investment Trust |
BBF | D2H2 | ||
| 119. BlackRock Municipal Income Quality Trust |
BYM | D1Z4 | ||
| 120. BlackRock Municipal Income Trust |
BFK | D2H5 | ||
| 121. BlackRock Municipal Income Trust II |
BLE | D1Z1 | ||
| 122. BlackRock Muni Intermediate Duration Fund, Inc. |
MUI | 89D5 | ||
| 123. BlackRock Muni New York Intermediate Duration Fund, Inc. |
MNE | 89D7 | ||
| 124. BlackRock MuniAssets Fund, Inc. |
MUA | LCQA | ||
| 125. BlackRock MuniEnhanced Fund, Inc. |
MEN | 8928 | ||
Information Classification: Limited Access
A-3
| 126. BlackRock MuniHoldings California Quality Fund, Inc. |
MUC | LCQB | ||
| 127. BlackRock MuniHoldings Fund, Inc. |
MHD | LCQD | ||
| 128. BlackRock MuniHoldings Fund II, Inc. |
MUH | LCQE | ||
| 129. BlackRock MuniHoldings Investment Quality Fund |
MFL | LCQG | ||
| 130. BlackRock MuniHoldings New Jersey Quality Fund, Inc. |
MUJ | LCQH | ||
| 131. BlackRock MuniHoldings New York Quality Fund, Inc. |
MHN | LCQJ | ||
| 132. BlackRock MuniHoldings Quality Fund, Inc. |
MUS | LCQF | ||
| 133. BlackRock MuniHoldings Quality Fund II, Inc. |
MUE | 89B4 | ||
| 134. BlackRock MuniVest Fund, Inc. |
MVF | LCQL | ||
| 135. BlackRock MuniVest Fund II, Inc. |
MVT | LCQM | ||
| 136. BlackRock MuniYield Arizona Fund, Inc. |
MZA | LCQN | ||
| 137. BlackRock MuniYield California Fund, Inc. |
MYC | LCQP | ||
| 138. BlackRock MuniYield California Quality Fund, Inc. |
MCA2 | 8958 | ||
| 139. BlackRock MuniYield Fund, Inc. |
MYD | LCQR | ||
| 140. BlackRock MuniYield Investment Fund |
MYF | LCQU | ||
| 141. BlackRock MuniYield Investment Quality Fund |
MFT | LCQS | ||
| 142. BlackRock MuniYield Michigan Quality Fund, Inc. |
MIY | LCQV | ||
| 143. BlackRock MuniYield New Jersey Fund, Inc. |
MYJ | LCQX | ||
| 144. BlackRock MuniYield New York Quality Fund, Inc. |
MYN | LCQZ | ||
| 145. BlackRock MuniYield Pennsylvania Quality Fund |
MPA | 8956 | ||
| 146. BlackRock MuniYield Quality Fund, Inc. |
MQY | 8952 | ||
| 147. BlackRock MuniYield Quality Fund II, Inc. |
MQT | LCQ1 | ||
| 148. BlackRock MuniYield Quality Fund III, Inc. |
MYI | 8932 | ||
| 149. BlackRock New York Municipal Income Quality Trust |
BSE | D1Z7 | ||
| 150. BlackRock New York Municipal Bond Trust |
BQH | D0Z1 | ||
| 151. BlackRock New York Municipal Income Trust |
BNY | D2H3 | ||
| 152. BlackRock New York Municipal Income Trust II |
BFY | D1Z2 | ||
| 153. BlackRock Resources and Commodities Strategy Trust |
BCX-AGG | LCXH | ||
| 154. BlackRock Science & Technology Trust |
BST | LCXI | ||
| 155. BlackRock Strategic Municipal Trust |
BSD | B195 | ||
| 156. BlackRock Taxable Municipal Bond Trust |
BBN | 89J1 | ||
| 157. BlackRock Utilities, Infrastructure & Power Opportunties Trust |
BUI | LCXJ | ||
| 158. BlackRock Virginia Municipal Bond Trust |
BHV | D0Z5 | ||
| 159. DSU Subsidiary, LLC |
LCSV | |||
| 160. FRA Subsidiary, LLC |
89Y6 | |||
| Money Market Funds | ||||
| BlackRock Financial Institutions Series Trust |
||||
| 161. Summit Cash Reserves Fund |
L-SCR | LCRG | ||
| BlackRock Funds III |
||||
| 162. BlackRock Cash Funds: Institutional |
FFCIXX | 0BBO | ||
| 163. BlackRock Cash Funds: Treasury |
FFCTXX | 0BBL | ||
| SL Liquidity Series, LLC |
||||
| 164. Money Market Series |
L-MMS | C7G7 | ||
| Funds for Institutions Series |
||||
| 165. BlackRock Premier Government Institutional Fund |
FF-L-PI | 89M5 | ||
| 166. BlackRock Select Treasury Strategies Institutional Fund |
FF-L-SI | 89M2 | ||
| 167. BlackRock Treasury Strategies Institutional Fund |
FF-L-IF | 89M6 | ||
| 168. FFI Government Fund |
L-GF | 8902 | ||
| 169. FFI Treasury Fund |
L-TF | 8905 | ||
Information Classification: Limited Access
A-4
| Retirement Series Trust |
||||
| 170. Retirement Reserves Money Fund |
L-RR | LCQ6 | ||
| Master Institutional Money Market LLC |
||||
| 171. Master Premier Government Institutional Portfolio |
MF_L_PI | 89A1 | ||
| 172. Master Treasury Strategies Institutional Portfolio |
MF_L_IF | 8901 | ||
| Master Investment Portfolio |
||||
| 173. Money Market Master Portfolio |
MIPMMF | 0BB3 | ||
| 174. Treasury Money Market Master Portfolio |
TREASMM | 0BB2 | ||
| 175. Ready Assets Government Liquidity Fund |
L-RAT | LCQ3 | ||
| 176. Ready Assets U.S. Treasury Money Fund |
BR-TSYMM | LCQ4 | ||
| Cayman Subsidiaries | ||||
| 177. BlackRock Cayman Emerging Markets Allocation Fund, Ltd. |
BR_EMAL-KY | 0CPE | ||
| 178. BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. |
BCX-CA | LCXL | ||
| 179. Strategic Global Bond Fund (Cayman) |
BR-WI-CAY | 896B | ||
| 1 | Effective as to this Fund as of February 11, 2019 |
This schedule A reflects the termination of the following from the contracts: iShares Edge MSCI USA Momentum Factor Index Fund, iShares Edge MSCI USA Quality Factor Index Fund, iShares Edge MSCI USA Size Factor Index Fund, iShares Edge MSCI USA Value Factor Index Fund and iShares MSCI Asia ex Japan Index Fund as of January 29, 2019.
On behalf of each of the Investment Companies
Listed on Schedule A
| By: | /s/ Neal Andrews | |
| Name: | Neal Andrews | |
| Title: | Chief Financial Officer |
State Street Bank and Trust Company
| By: | /s/ Andrew Erickson | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President |
Information Classification: Limited Access
A-5
| Retirement Series Trust |
||||
| 170. Retirement Reserves Money Fund |
L-RR | LCQ6 | ||
| Master Institutional Money Market LLC |
||||
| 171. Master Premier Government Institutional Portfolio |
MF_L_PI | 89Al | ||
| 172. Master Treasury Strategies Institutional Portfolio |
MF_L_IF | 8901 | ||
| Master Investment Portfolio |
||||
| 173. Money Market Master Portfolio |
MIPMMF | 0BB3 | ||
| 174. Treasury Money Market Master Portfolio |
TREASMM | 0BB2 | ||
| 175. Ready Assets Government Liquidity Fund |
L-RAT | LCQ3 | ||
| 176. Ready Assets U.S. Treasury Money Fund |
BR-TSYMM | LCQ4 | ||
| Cayman Subsidiaries | ||||
| 177. BlackRock Cayman Emerging Markets Allocation Fund, Ltd. |
BR_EMAL-KY | 0CPE | ||
| 178. BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. |
BCX-CA | LCXL | ||
| 179. Strategic Global Bond Fund (Cayman) |
BR-WI-CAY | 896B | ||
| 1 | Effective as to this Fund as of February 11, 2019 |
This schedule A reflects the termination of the following from the contracts: iShares Edge MSCI USA. Momentum Factor Index Fund, iShares Edge MSCI USA Quality Factor Index Fund, iShares Edge MSCI USA Size Factor Index Fund, iShares Edge MSCI USA Value Factor Index Fund and iShares MSCI Asia ex Japan Index Fund as of January 29, 2019.
| On behalf of each of the Investment Companies | ||
| Listed on Schedule A | ||
| By: | /s/ Neal Andrews | |
| Name: | Neal Andrews | |
| Title: | Chief Financial Officer | |
State Street Bank and Trust Company
| By: | /s/ Andrew Erickson | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President |
Information Classification: Limited Access
A-5
Execution Copy
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
This Amendment (the “Amendment”) to the Master Custodian Agreement is made as of March 19, 2019 (the “Amendment Effective Date”) by and between each of the BlackRock entities listed on Appendix A thereto (each, a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Master Custodian Agreement made as of December 31, 2018 (the “Custodian Agreement”).
WITNESSETH:
WHEREAS, the Funds and the Custodian entered into the Custodian Agreement pursuant to which the Custodian provides certain custodial services to such Funds;
WHEREAS, the entities listed on Schedule I hereto (collectively, the “BlackRock ETFs”), which are exchange traded funds, will issue and redeem ETF Shares (defined below) only in aggregations of ETF Shares known as “Creation Units,” generally in exchange for a basket of certain equity or fixed income securities and a specified cash payment, as more fully described in the currently effective prospectus and statement of additional information of the BlackRock ETF Fund related to the series (collectively, the “Prospectus”);
WHEREAS, each of the BlackRock ETFs desires to become a party to the Custodian Agreement and the Custodian desires to provide the services set forth in the Custodian Agreement to each of the BlackRock ETFs; and
WHEREAS, the nature of the BlackRock ETFs requires that certain provisions of the Custodian Agreement be modified for the BlackRock ETFs only.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
1. For purposes of the BlackRock ETFs only, the following term shall be added to Section 1 of the Custodian Agreement:
“ETF Shares” means Shares of an ETF Portfolio.
2. For purposes of the BlackRock ETFs only, Section 8 shall be amended and replaced in its entirety as follows:
“SECTION 8. ORDER SETTLEMENT
The Custodian shall manage the settlement of ETF order transactions, which includes the calculation, dissemination, and collection of collateral and other settlement requirements, in accordance with the authorized participant agreement and Prospectus. The Custodian shall provide reasonable ETF order settlement support to the BlackRock ETFs and authorized participants (“AP”) in the form of managing AP inquiries, as well as onboarding and educating new APs.”
3. Appendix A to the Custodian Agreement shall be replaced in its entirety by the Appendix A attached hereto, effective as of the Amendment Effective Date. The attached Appendix A is marked to reflect the addition of each BlackRock ETF.
4. In the event that any exchange traded fund in addition to those listed on Schedule I hereto desires to have the Custodian render services as custodian under the terms of the Custodian Agreement and this Amendment, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such exchange traded fund shall become a Fund and a BlackRock ETF under the Custodian Agreement and this Amendment and be bound by all terms and conditions and provisions of the Custodian Agreement and this Amendment.
5. Except as modified hereby, all other terms and conditions of the Custodian Agreement shall remain in full force and effect.
6. This Amendment may be executed in multiple counterparts, which together shall constitute one instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Information Classification: Confidential
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.
| EACH OF THE ENTITIES SET FORTH ON | ||
| APPENDIX A ATTACHED HERETO | ||
| By: | /s/ Neal J. Andrews | |
| Name: | Neal J. Andrews | |
| Title: | Chief Financial Officer | |
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | /s/ Andrew Erickson | |
| Name: | Andrew Erickson | |
| Title: | Executive Vice President | |
Information Classification: Confidential
SCHEDULE I
TO
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
| BLK Ticker | Custody Account# |
|||||||
| BlackRock ETF Trust |
||||||||
| BlackRock U.S. Equity Factor Rotation ETF |
DYNF | 9ETF | ||||||
Information Classification: Confidential
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
Updated as of March 19, 2019
Open-End Funds
| BLK Ticker |
Custody Account # | |||||
| BlackRock California Municipal Series Trust |
||||||
| 1. |
BlackRock California Municipal Opportunities Fund |
BR-CAMO |
LCP2 | |||
| BlackRock FundsSM |
||||||
| 2. |
BlackRock Advantage Emerging Markets Fund |
BR_EMR-AGG |
0CNC | |||
| 3. |
BlackRock Emerging Markets Equity Strategies Fund |
BR_EMES-AG |
0CRC | |||
| 4. |
BlackRock Global Long/Short Equity Fund |
BR_GLS-AGG |
0CNK | |||
| 5. |
BlackRock Impact U.S. Equity Fund |
BR_IMPR3 |
89iE | |||
| 6. |
BlackRock Total Emerging Markets Fund |
BR_EMAL-AG |
0CPC | |||
| 7. |
iShares Developed Real Estate Index Fund |
MF_DRE |
0CiE | |||
| 8. |
iShares Edge MSCI Min Vol EAFE Index Fund |
BR_MVEAFE |
0CiO | |||
| 9. |
iShares Edge MSCI Min Vol USA Index Fund |
BR_MVUSA |
0CiN | |||
| 10. |
iShares Edge MSCI Multifactor Intl Index Fund |
BR_MFINT |
0CiM | |||
| 11. |
iShares Edge MSCI Multifactor USA Index Fund |
BR_MFUSA |
0CiL | |||
| 12. |
iShares MSCI Developed World Index Fund |
MF_URTH |
0CiA | |||
| 13. |
iShares Municipal Bond Index Fund |
BR-NMDX |
0CiV | |||
| 14. |
iShares Russell Mid-Cap Index Fund |
MF_IWR |
0CiB | |||
| 15. |
iShares Russell Small/Mid-Cap Index Fund |
MF_SMC |
0CiG | |||
| 16. |
iShares Short-Term TIPS Bond Index Fund |
BR_TIPS0 |
0CiH | |||
| 17. |
iShares Total U.S. Stock Market Index Fund |
MF_IWV |
0CiF | |||
| BlackRock Funds III |
||||||
| 18. |
BlackRock LifePath Dynamic Retirement Portfolio |
FF_MIPRET |
0BC0 | |||
| 19. |
BlackRock LifePath Dynamic 2020 Portfolio |
FF_MIP2020 |
0BC2 | |||
| 20. |
BlackRock LifePath Dynamic 2025 Portfolio |
FF_MIP2025 |
0CJA | |||
| 21. |
BlackRock LifePath Dynamic 2030 Portfolio |
FF_MIP2030 |
0BC3 | |||
| 22. |
BlackRock LifePath Dynamic 2035 Portfolio |
FF_MIP2035 |
0CJB | |||
| 23. |
BlackRock LifePath Dynamic 2040 Portfolio |
FF_MIP2040 |
0BC4 | |||
| 24. |
BlackRock LifePath Dynamic 2045 Portfolio |
FF_MIP2045 |
0CJD | |||
| 25. |
BlackRock LifePath Dynamic 2050 Portfolio |
FF_MIP2050 |
0BC5 | |||
| 26. |
BlackRock LifePath Dynamic 2055 Portfolio |
FF_MIP2055 |
0CJE | |||
| 27. |
BlackRock LifePath Dynamic 2060 Portfolio |
FF_MIP2060 |
0CS1 | |||
| 28. |
BlackRock LifePath Index Retirement Portfolio |
FFIRET |
0CMA | |||
| 29. |
BlackRock LifePath Index 2020 Portfolio |
FFI2020 |
0CMB | |||
| 30. |
BlackRock LifePath Index 2025 Portfolio |
FFI2025 |
0CMD | |||
| 31. |
BlackRock LifePath Index 2030 Portfolio |
FFI2030 |
0CME | |||
| 32. |
BlackRock LifePath Index 2035 Portfolio |
FFI2035 |
0CMF | |||
| 33. |
BlackRock LifePath Index 2040 Portfolio |
FFI2040 |
0CMG | |||
| 34. |
BlackRock LifePath Index 2045 Portfolio |
FFI2045 |
0CMH | |||
| 35. |
BlackRock LifePath Index 2050 Portfolio |
FFI2050 |
0CMi | |||
| 36. |
BlackRock LifePath Index 2055 Portfolio |
FFI2055 |
0CMJ | |||
| 37. |
BlackRock LifePath Index 2060 Portfolio |
FFI2060 |
0CMY | |||
| 38. |
iShares Russell 1000 Large-Cap Index Fund |
FFMFR1IN |
0CMN | |||
Information Classification: Confidential
| 39. |
iShares S&P 500 Index Fund |
FF-WFSPX |
0BC7 | |||
| 40. |
iShares MSCI Total International Index Fund |
FFACXUS |
0CHX | |||
| 41. |
iShares U.S. Aggregate Bond Index Fund |
FF-WFBIX |
0BC6 | |||
| BlackRock Funds IV |
||||||
| 42. |
BlackRock Alternative Capital Strategies Fund |
BR-ACS-AG |
0CQK | |||
| 43. | BlackRock Impact Bond Fund | BR-IMPBD | 89iF | |||
| BlackRock Funds V |
||||||
| 44. |
BlackRock Emerging Markets Bond Fund |
BR-EMDHD |
89KF | |||
| 45. | BlackRock Emerging Markets Local Currency Bond Fund | BR-EMDLCL | 89KG | |||
| BlackRock Funds VI |
||||||
| 46. |
BlackRock CoreAlpha Bond Fund |
FFMIPCORA |
0CHU | |||
| BlackRock Mid Cap Dividend Series, Inc. |
||||||
| 47. |
BlackRock Mid Cap Dividend Fund |
BR_MVO_AG |
LCP0 | |||
| BlackRock Municipal Bond Fund, Inc. |
||||||
| 48. |
BlackRock High Yield Municipal Fund |
BR-HYMUNI |
LCP6 | |||
| 49. |
BlackRock National Municipal Fund |
BR-NATL |
LCP8 | |||
| 50. |
BlackRock Short-Term Municipal Fund |
BR-STMUNI |
LCP9 | |||
| BlackRock Municipal Series Trust |
||||||
| 51. |
BlackRock Strategic Municipal Opportunities Fund |
BR-SMO-AG |
89KC | |||
| BlackRock Multi-State Municipal Series Trust |
||||||
| 52. |
BlackRock New Jersey Municipal Bond Fund |
BR-NJMUNI |
8969 | |||
| 53. | BlackRock New York Municipal Opportunities Fund | BR-NYMO | 8938 | |||
| 54. | BlackRock Pennsylvania Municipal Bond Fund | BR-PAMUNI | 8951 | |||
| BlackRock Index Funds, Inc. |
||||||
| 55. |
iShares MSCI EAFE International Index Fund |
MF_INTL |
LCW1 | |||
| 56. | iShares Russell 2000 Small - Cap Index Fund | FF_SC | 89Q5 | |||
| Master Investment Portfolio |
||||||
| 57. |
Active Stock Master Portfolio |
MIPCORE-AG |
0BEC | |||
| 58. |
International Tilts Master Portfolio |
INTLLP |
0CR0 | |||
| 59. |
Large Cap Index Master Portfolio |
MFR1INDX |
0CML | |||
| 60. |
LifePath Dynamic Retirement Master Portfolio |
MIP2000-AG |
0BQC | |||
| 61. |
LifePath Dynamic 2020 Master Portfolio |
MIP2020-AG |
0BRC | |||
| 62. |
LifePath Dynamic 2025 Master Portfolio |
MIP2025-AG |
0CJC | |||
| 63. |
LifePath Dynamic 2030 Master Portfolio |
MIP2030-AG |
0BRK | |||
| 64. |
LifePath Dynamic 2035 Master Portfolio |
MIP2035-AG |
0CJK | |||
| 65. |
LifePath Dynamic 2040 Master Portfolio |
MIP2040-AG |
0BSC | |||
| 66. |
LifePath Dynamic 2045 Master Portfolio |
MIP2045-AG |
0CMC | |||
| 67. |
LifePath Dynamic 2050 Master Portfolio |
MIP2050-AG |
0BSK | |||
| 68. |
LifePath Dynamic 2055 Master Portfolio |
MIP2055-AG |
0CMK | |||
| 69. |
LifePath Dynamic 2060 Master Portfolio |
MIP2060-AG |
0CSK | |||
| 70. |
LifePath Index Retirement Master Portfolio |
MIPIRET |
0CLA | |||
| 71. |
LifePath Index 2020 Master Portfolio |
MIPI2020 |
0CLB | |||
| 72. |
LifePath Index 2025 Master Portfolio |
MIPI2025 |
0CLD | |||
| 73. |
LifePath Index 2030 Master Portfolio |
MIPI2030 |
0CLE | |||
| 74. |
LifePath Index 2035 Master Portfolio |
MIPI2035 |
0CLF | |||
| 75. |
LifePath Index 2040 Master Portfolio |
MIPI2040 |
0CLG | |||
| 76. |
LifePath Index 2045 Master Portfolio |
MIPI2045 |
0CLH | |||
| 77. |
LifePath Index 2050 Master Portfolio |
MIPI2050 |
0CLi | |||
| 78. |
LifePath Index 2055 Master Portfolio |
MIPI2055 |
0CLJ | |||
| 79. |
LifePath Index 2060 Master Portfolio |
MIPI2060 |
0CLY | |||
| 80. |
S&P 500 Index Master Portfolio |
MIPSP |
0BAM | |||
Information Classification: Confidential
| 81. |
Total International ex-U.S. Index Master | MFACXUS |
0CHW | |||
| 82. |
U.S. Total Bond Index Master Portfolio | MIP_AGG |
0BAL | |||
| Master Investment Portfolio II |
||||||
| 83. |
CoreAlpha Bond Master Portfolio |
MIP_CORA |
0BDY | |||
| Quantitative Master Series, LLC |
||||||
| 84. | Master Small Cap Index Series | MF_SC-AGG | 89QC | |||
| 85. | BlackRock Equity Dividend Fund | BR_EDF | 8935 | |||
| 86. | BlackRock Natural Resources Trust | BR_NRT | LCQ2 | |||
| 87. | BlackRock Strategic Global Bond Fund, Inc. | BR-WI-AGG | 896K | |||
| Closed-End Funds | ||||||
| 88. | BIT Subsidiary, LLC | 89DB | ||||
| 89. | BlackRock 2022 Global Opportunity Income Trust | BGIO | 89KE | |||
| 90. | BlackRock California Municipal Income Trust | BFZ | D2H1 | |||
| 91. | BlackRock Credit Strategies Fund1 | CREDX | 89DC | |||
| 92. | BlackRock Core Bond Trust | BHK-AGG | D2i2 | |||
| 93. | BlackRock Corporate High Yield Fund, Inc. | HYT | 8986 | |||
| 94. | BlackRock Credit Allocation Income Trust | BTZ-PREF | D2iM | |||
| 95. | BlackRock Debt Strategies Fund, Inc. | DSU | LCPI | |||
| 96. | BlackRock Energy and Resources Trust | BGR | LCXA | |||
| 97. | BlackRock Enhanced Capital & Income Fund, Inc. | CII-EG | LCXB | |||
| 98. | BlackRock Enhanced Equity Dividend Trust | BDJ | LCXD | |||
| 99. | BlackRock Enhanced Global Dividend Trust | BGO | LCXE | |||
| 100. | BlackRock Enhanced Government Fund, Inc. | EGF | 89E8 | |||
| 101. | BlackRock Enhanced International Dividend Trust | BGY-AGG | LCXG | |||
| 102. | BlackRock Floating Rate Income Strategies Fund, Inc. | FRA | 89D9 | |||
| 103. | BlackRock Floating Rate Income Trust | BGT2 | D2i8 | |||
| 104. | BlackRock Florida Municipal 2020 Term Trust | BFO | D1Z8 | |||
| 105. | BlackRock Health Sciences Trust | BME | LCXF | |||
| 106. | BlackRock Income Trust, Inc. | BKT | 2i14 | |||
| 107. | BlackRock Investment Quality Municipal Trust, Inc. | BKN | B158 | |||
| 108. | BlackRock Limited Duration Income Trust | BLW | D2i7 | |||
| 109. | BlackRock Long-Term Municipal Advantage Trust | BTA | D0Z8 | |||
| 110. | BlackRock Maryland Municipal Bond Trust | BZM | D0Z3 | |||
| 111. | BlackRock Massachusetts Tax-Exempt Trust | MHE | 89L5 | |||
| 112. | BlackRock Multi-Sector Income Trust | BIT-AGG | 89K1 | |||
| 113. | BlackRock Multi-Sector Opportunities Trust Series | MSO-AGG | 89JC | |||
| 114. | BlackRock Municipal 2020 Term Trust | BKK | D1Z9 | |||
| 115. | BlackRock Municipal 2030 Target Term Trust | BTT2 | 89R7 | |||
| 116. | BlackRock Municipal Bond Trust | BBK | D0Z2 | |||
| 117. | BlackRock Municipal Income Investment Quality Trust | BAF | D1Z5 | |||
| 118. | BlackRock Municipal Income Investment Trust | BBF | D2H2 | |||
| 119. | BlackRock Municipal Income Quality Trust | BYM | D1Z4 | |||
| 120. | BlackRock Municipal Income Trust | BFK | D2H5 | |||
| 121. | BlackRock Municipal Income Trust II | BLE | D1Z1 | |||
| 122. | BlackRock Muni Intermediate Duration Fund, Inc. | MUI | 89D5 | |||
| 123. | BlackRock Muni New York Intermediate Duration Fund, Inc. | MNE | 89D7 | |||
| 124. | BlackRock MuniAssets Fund, Inc. | MUA | LCQA | |||
| 125. | BlackRock MuniEnhanced Fund, Inc. | MEN | 8928 | |||
Information Classification: Confidential
| 126. | BlackRock MuniHoldings California Quality Fund, Inc. | MUC | LCQB | |||
| 127. | BlackRock MuniHoldings Fund, Inc. | MHD | LCQD | |||
| 128. | BlackRock MuniHoldings Fund II, Inc. | MUH | LCQE | |||
| 129. | BlackRock MuniHoldings Investment Quality Fund | MFL | LCQG | |||
| 130. | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | MUJ | LCQH | |||
| 131. | BlackRock MuniHoldings New York Quality Fund, Inc. | MHN | LCQJ | |||
| 132. | BlackRock MuniHoldings Quality Fund, Inc. | MUS | LCQF | |||
| 133. | BlackRock MuniHoldings Quality Fund II, Inc. | MUE | 89B4 | |||
| 134. | BlackRock MuniVest Fund, Inc. | MVF | LCQL | |||
| 135. | BlackRock MuniVest Fund II, Inc. | MVT | LCQM | |||
| 136. | BlackRock MuniYield Arizona Fund, Inc. | MZA | LCQN | |||
| 137. | BlackRock MuniYield California Fund, Inc. | MYC | LCQP | |||
| 138. | BlackRock MuniYield California Quality Fund, Inc. | MCA2 | 8958 | |||
| 139. | BlackRock MuniYield Fund, Inc. | MYD | LCQR | |||
| 140. | BlackRock MuniYield Investment Fund | MYF | LCQU | |||
| 141. | BlackRock MuniYield Investment Quality Fund | MFT | LCQS | |||
| 142. | BlackRock MuniYield Michigan Quality Fund, Inc. | MIY | LCQV | |||
| 143. | BlackRock MuniYield New Jersey Fund, Inc. | MYJ | LCQX | |||
| 144. | BlackRock MuniYield New York Quality Fund, Inc. | MYN | LCQZ | |||
| 145. | BlackRock MuniYield Pennsylvania Quality Fund | MPA | 8956 | |||
| 146. | BlackRock MuniYield Quality Fund, Inc. | MQY | 8952 | |||
| 147. | BlackRock MuniYield Quality Fund II, Inc. | MQT | LCQ1 | |||
| 148. | BlackRock MuniYield Quality Fund III, Inc. | MYI | 8932 | |||
| 149. | BlackRock New York Municipal Income Quality Trust | BSE | D1Z7 | |||
| 150. | BlackRock New York Municipal Bond Trust | BQH | D0Z1 | |||
| 151. | BlackRock New York Municipal Income Trust | BNY | D2H3 | |||
| 152. | BlackRock New York Municipal Income Trust II | BFY | D1Z2 | |||
| 153. | BlackRock Resources and Commodities Strategy Trust | BCX-AGG | LCXH | |||
| 154. | BlackRock Science & Technology Trust | BST | LCXI | |||
| 155. | BlackRock Strategic Municipal Trust | BSD | B195 | |||
| 156. | BlackRock Taxable Municipal Bond Trust | BBN | 89J1 | |||
| 157. | BlackRock Utilities, Infrastructure & Power Opportunties Trust | BUI | LCXJ | |||
| 158. | BlackRock Virginia Municipal Bond Trust | BHV | D0Z5 | |||
| 159. | DSU Subsidiary, LLC | LCSV | ||||
| 160. | FRA Subsidiary, LLC | 89Y6 | ||||
| Money Market Funds | ||||||
| BlackRock Financial Institutions Series Trust |
||||||
| 161. |
Summit Cash Reserves Fund | L-SCR | LCRG | |||
| BlackRock Funds III |
||||||
| 162. |
BlackRock Cash Funds: Institutional |
FFCIXX |
0BBO | |||
| 163. |
BlackRock Cash Funds: Treasury | FFCTXX | 0BBL | |||
| SL Liquidity Series, LLC |
||||||
| 164. |
Money Market Series |
L-MMS |
C7G7 | |||
| Funds for Institutions Series |
||||||
| 165. |
BlackRock Premier Government Institutional Fund |
FF-L-PI |
89M5 | |||
| 166. |
BlackRock Select Treasury Strategies Institutional Fund |
FF-L-SI |
89M2 | |||
| 167. |
BlackRock Treasury Strategies Institutional Fund |
FF-L-IF |
89M6 | |||
| 168. |
FFI Government Fund |
L-GF |
8902 | |||
| 169. |
FFI Treasury Fund | L-TF | 8905 | |||
Information Classification: Confidential
| Retirement Series Trust |
||||||
| 170. |
Retirement Reserves Money Fund |
L-RR |
LCQ6 | |||
| Master Institutional Money Market LLC |
||||||
| 171. |
Master Premier Government Institutional Portfolio |
MF_L_PI |
89A1 | |||
| 172. |
Master Treasury Strategies Institutional Portfolio |
MF_L_IF |
8901 | |||
| Master Investment Portfolio |
||||||
| 173. |
Money Market Master Portfolio |
MIPMMF |
0BB3 | |||
| 174. |
Treasury Money Market Master Portfolio |
TREASMM |
0BB2 | |||
| 175. |
Ready Assets Government Liquidity Fund |
L-RAT |
LCQ3 | |||
| 176. |
Ready Assets U.S. Treasury Money Fund |
BR-TSYMM |
LCQ4 | |||
| Cayman Subsidiaries | ||||||
| 177. | BlackRock Cayman Emerging Markets Allocation Fund, Ltd. | BR_EMAL-KY | 0CPE | |||
| 178. |
BlackRock Cayman Resources and Commodities Strategy Fund, Ltd. |
BCX-CA |
LCXL | |||
| 179. |
Strategic Global Bond Fund (Cayman) |
BR-WI-CAY |
896B | |||
| BlackRock ETF Trust | ||||||
| 180. |
BlackRock U.S. Equity Factor Rotation ETF |
DYNF |
9ETF | |||
Information Classification: Confidential