Attachment: BLACKROCK SUSTAINABLE EQUITY FUND


Articles Supplementary

Exhibit 1(r)

BLACKROCK FUNDS VII, INC.

ARTICLES SUPPLEMENTARY

BLACKROCK FUNDS VII, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: The Corporation is registered as an open-ended company under the Investment Company Act of 1940, as amended, with the authority to issue Two Billion Seven Hundred Million (2,700,000,000) shares of capital stock as follows:

 

Series and Classes

  

Number of Authorized Shares

BlackRock Asian Dragon Fund

  

Institutional Common Stock

  

100,000,000

Investor A Common Stock

  

100,000,000

Investor C Common Stock

  

100,000,000

Class K Common Stock

  

2,000,000,000

Class R Common Stock

  

200,000,000

Total:   

2,500,000,000

The remainder of the authorized capital stock of the Corporation, Two Hundred Million (200,000,000) shares, is not designated or classified as to any class or series. All shares of all classes of the capital stock of the Corporation have a par value of Ten Cents ($0.10) per share and an aggregate par value of Two Hundred Seventy Million Dollars ($270,000,000).

SECOND: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Section 2-105(c) of the Maryland General Corporation Law and the Corporation’s charter, the Board of Directors hereby (a) increases the total number of authorized shares of capital stock of the Corporation by Three Billion Three Hundred Million (3,300,000,000) and (b) designates (i) Five Hundred Million (500,000,000) shares as Institutional Common Stock and Class K Common Stock of each of BlackRock Sustainable U.S. Growth Equity Fund, BlackRock Sustainable U.S. Value Equity Fund, and BlackRock Sustainable International Equity Fund, each a series of the Corporation (collectively, the “New Series”), and (ii) One Hundred Million (100,000,000) shares as Investor A Common Stock of each New Series.

THIRD: After the increase in the number of authorized shares of capital stock of the Corporation and the classification of such shares as set forth herein, the Corporation will have the authority to issue Six Billion (6,000,000,000) shares of capital stock as follows:

 

Series and Classes

  

Number of Authorized Shares

BlackRock Asian Dragon Fund

  

Institutional Common Stock

  

100,000,000

Investor A Common Stock

  

100,000,000


Investor C Common Stock

  

100,000,000

Class K Common Stock

  

2,000,000,000

Class R Common Stock

  

200,000,000

BlackRock Sustainable U.S. Growth Equity Fund

  

Institutional Common Stock

  

500,000,000

Investor A Common Stock

  

100,000,000

Class K Common Stock

  

500,000,000

BlackRock Sustainable U.S. Value Equity Fund

  

Institutional Common Stock

  

500,000,000

Investor A Common Stock

  

100,000,000

Class K Common Stock

  

500,000,000

BlackRock Sustainable International Equity Fund

  

Institutional Common Stock

  

500,000,000

Investor A Common Stock

  

100,000,000

Class K Common Stock

  

500,000,000

Total:   

5,800,000,000

The remainder of the authorized capital stock of the Corporation, Two Hundred Million (100,000,000) shares, is not designated or classified as to any class or series. All shares of capital stock of the Corporation will have a par value of Ten Cents ($0.10) per share and an aggregate par value of Six Hundred Million Dollars ($600,000,000).

FOURTH: The Institutional Common Stock, Investor A Common Stock, and Class K Common Stock of the New Series shall represent the same interest in each New Series and have identical preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption as the other capital stock of the Corporation, except as otherwise set forth in the Corporation’s charter and further except that:

 

  (a)

expenses related to the shareholder servicing of the shares of the Institutional Common Stock, Investor A Common Stock, and Class K Common Stock of each New Series shall be borne solely by such class and such class shall have exclusive voting rights with respect to matters relating to the expenses being borne solely by such class;

 

  (b)

such shareholder servicing expenses borne solely by the shares of Institutional Common Stock, Investor A Common Stock, or Class K Common Stock of each New Series shall be appropriately reflected (in the manner determined by the Board of Directors of the Corporation) in the net asset value, dividends, distribution, and liquidation rights of the shares of such class; and

 

  (c)

in determining the income attributable to the shares of the Institutional Common Stock, Investor A Common Stock, and Class K Common Stock of each New Series,

 

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any general expenses and liabilities of the Corporation allocated by the Board of Directors of the Corporation to the series of the Corporation shall be allocated among all series on the basis of relative net asset values (or on such other basis established by the Board of Directors or officers of the Corporation), and any expenses and liabilities of the Corporation allocated by the Board of Directors of the Corporation to a particular series shall be allocated among the share classes included in such series on the basis of relative net asset values (or on such other basis established by the Board of Directors or officers of the Corporation), except that to the extent permitted by rule or order of the Securities and Exchange Commission, shares shall bear all (1) expenses and liabilities relating to those shares payable under the Corporation’s Distribution and Service Plan with respect to those shares and (2) other expenses and liabilities directly attributable to such shares which the Board of Directors of the Corporation determine should be borne solely by such shares.

FIFTH: These Articles Supplementary shall be effective as of the 11th day of October 2021.

[signatures on the next page]

 

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IN WITNESS WHEREOF, BLACKROCK FUNDS VII, INC. has caused these Articles Supplementary to be signed in its name and on its behalf by the person named below who acknowledges that these Articles Supplementary are the act of the Corporation and that, as to all matters and facts required to be verified under oath and to the best of his knowledge, information and belief under the penalties of perjury, the matters and facts set forth herein are true in all material respects, as of this 6th day of October 2021.

 

ATTEST:

    

BLACKROCK FUNDS VII, INC.

 

/s/ Janey Ahn

    

By:

 

/s/ John M. Perlowski

 

Janey Ahn

      

John M. Perlowski

 

Secretary

      

President and Chief Executive Officer

 

 

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Form of Investment Management Agreement

Exhibit 4(d)

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT, dated October         , 2021, between BlackRock Funds VII, Inc. (the “Corporation”), a Maryland corporation, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

WHEREAS, the Advisor has agreed to furnish investment advisory services to the Corporation, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) with respect to BlackRock Sustainable International Equity Fund, BlackRock Sustainable U.S. Growth Equity Fund and BlackRock Sustainable U.S. Value Equity Fund (each individually, a “Fund” and, collectively, the “Funds”), each a series of the Corporation; and

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1.        In General. The Advisor agrees, all as more fully set forth herein, to act as investment advisor to each Fund with respect to the investment of each Fund’s assets and to supervise and arrange for the day to day operations of each Fund and the purchase of securities for and the sale of securities held in the investment portfolio of each Fund.

2.        Duties and Obligations of the Advisor with Respect to Investment of Assets of the Funds. Subject to the succeeding provisions of this section and subject to the direction and control of the Corporation’s board of directors (the “Board of Directors” or “Directors”), the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of each Fund’s assets and in connection therewith have complete discretion in purchasing and selling securities and other assets for each Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of each Fund; (ii) supervise continuously the investment program of each Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 4 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of each Fund; and (iv) provide investment research to each Fund.

3.         [Reserved]

4.        Covenants. (a) In the performance of its duties under this Agreement, the Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of the Charter and By Laws of the Corporation, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration


Statement on Form N-lA and/or the resolutions of the Board of Directors; and (v) any policies and determinations of the Board of Directors of the Corporation and

(b)        In addition, the Advisor will:

(i)        place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to each Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to each Fund and its other clients and that the total commissions paid by each Fund will be reasonable in relation to the benefits to each Fund over the long term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Advisor may select brokers and dealers with which it or the Corporation is affiliated;

(ii)        maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Advisor makes investment recommendations for each Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for each Fund’s account are customers of the commercial department of its affiliates; and

(iii)        treat confidentially and as proprietary information of each Fund all records and other information relative to each Fund, and each Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by each Fund, which approval shall not be unreasonably withheld and may not be withheld where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by each Fund.

5.        Services Not Exclusive. Nothing in this Agreement shall prevent the Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

6.        Sub-Advisors. The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without

 

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limitation, affiliates of the Advisor, to perform investment advisory services with respect to each Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.

7.        Books and Records. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Advisor hereby agrees that all records which it maintains for the Corporation are the property of the Corporation and further agrees to surrender promptly to each Fund any such records upon the Corporation’s request. The Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act.

8.        Expenses. During the term of this Agreement, the Advisor will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder and shall bear the costs of any salaries or Directors’ fees of any officers or Directors of the Corporation who are affiliated persons (as defined in the 1940 Act) of the Advisor; provided that the Board of Directors of the Corporation may approve reimbursement to the Advisor of the pro rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Fund operations, (including, without limitation, compliance matters) (other than the provision of investment advice required to be provided hereunder) of all personnel employed by the Advisor who devote substantial time to Fund operations or the operations of other investment companies advised by the Advisor.

9.        Compensation of the Advisor. (a) The Corporation agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor, with respect to each Fund, as such, a monthly fee (the “Investment Advisory Fee”) in arrears at an annual rate equal to the amount set forth in Schedule A hereto of the average daily value of such Fund’s Net Assets. “Net Assets” means the total assets of the relevant Fund minus the sum of the accrued liabilities. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

(b)        For purposes of this Agreement, the net assets of each Fund shall be calculated pursuant to the procedures adopted by resolutions of the Directors of the Corporation for calculating the value of such Fund’s assets or delegating such calculations to third parties.

10.        Indemnity. (a) The Corporation may, in the discretion of the Board of Directors, indemnify the Advisor, and each of the Advisor’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened,

 

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while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Corporation or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Corporation and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Corporation and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Directors of the Corporation.

(b)        The Corporation may make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Corporation receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Corporation unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the Directors of the Corporation determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide security for such Indemnitee undertaking, (B) the Corporation shall be insured against losses arising by reason of any unlawful advance, or (C) a majority of a quorum consisting of Directors of the Corporation who are neither “interested persons” of the Corporation (as defined in Section 2(a)(l 9) of the 1940 Act) nor parties to the proceeding (“Disinterested Non Party Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.

(c)        All determinations with respect to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable or is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non Party Directors, or (ii) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding

 

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shall be authorized and shall be made in accordance with the immediately preceding clause (2) above.

The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.

11.        Limitation on Liability. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor or by a Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As used in this Section 11, the term “Advisor” shall include any affiliates of the Advisor performing services for the Corporation contemplated hereby and partners, directors, officers and employees of the Advisor and of such affiliates.

12.        Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to a Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Corporation’s Board of Directors or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) by the vote of a majority of the Directors who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Corporation at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Corporation shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or by the Advisor on 60 days’ written notice (which notice may be waived by the Corporation). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

13.        Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

14.        Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of the Board of Directors, including a majority of those Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.

15.        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without

 

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reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.

16.        Use of the Name BlackRock. The Advisor has consented to the use by the Corporation of the name or identifying word “BlackRock” in the name of the Corporation. Such consent is conditioned upon the employment of the Advisor as the investment advisor to each Fund. The name or identifying word “BlackRock” may be used from time to time in other connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require the Corporation to cease using “BlackRock” in the name of the Corporation if the Corporation ceases to employ, for any reason, the Advisor, any successor thereto or any affiliate thereof as investment advisor of the Funds.

17.        Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

18.        Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

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IN WITNESS WHEREOF. the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.

 

BLACKROCK FUNDS VII, INC.

 

By:

 

    

 
   

Name:

   
   

Title:

   

 

BLACKROCK ADVISORS, LLC

 

By:

 

    

 
   

Name:

   
   

Title:

   

 

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Schedule A

Investment Advisory Fee

 

BlackRock Sustainable U.S. Growth Equity Fund

    Portion of Average Daily Value of Net Assets of the Fund

 

    Investment Advisory Fee

Not exceeding $ 1 billion

 

0.62%

$1 billion - $3 billion  

 

0.58%

$3 billion - $5 billion  

 

0.56%

$5 billion - $10 billion  

 

0.54%

Over $10 billion

  0.53%

 

BlackRock Sustainable U.S. Value Equity Fund

    Portion of Average Daily Value of Net Assets of the Fund

 

    Investment Advisory Fee

Not exceeding $ 1 billion

 

0.48%

$1 billion - $3 billion  

 

0.45%

$3 billion - $5 billion  

 

0.43%

$5 billion - $10 billion  

 

0.42%

Over $10 billion

  0.41%

 

BlackRock Sustainable International Equity Fund

    Portion of Average Daily Value of Net Assets of the Fund

 

    Investment Advisory Fee

Not exceeding $ 1 billion

 

0.60%

$1 billion - $3 billion  

 

0.56%

$3 billion - $5 billion  

 

0.54%

$5 billion - $10 billion  

 

0.52%

Over $10 billion

  0.51%

Form of Sub-Investment Advisory Agreement

Exhibit 4(e)

SUB-INVESTMENT ADVISORY AGREEMENT

This SUB-INVESTMENT ADVISORY AGREEMENT dated October      , 2021 (this “Agreement”), between BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Advisor”).

WHEREAS, the Advisor has agreed to furnish investment advisory services to BlackRock Sustainable International Equity Fund (the “Fund”), a series of BlackRock Funds VII, Inc., a Maryland corporation (the “Corporation”), which is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Advisor wishes to retain the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with the Advisor’s advisory activities on behalf of the Fund; and

WHEREAS, the advisory agreement between the Advisor and the Corporation, dated October      , 2021, as amended from time to time (such agreement or the most recent successor agreement between such parties relating to advisory services to the Fund is referred to herein as the “Advisory Agreement”), contemplates that the Advisor may sub-contract investment advisory services with respect to the Fund to a sub-advisor; and

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, as applicable, and the Sub-Advisor is willing to furnish such services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1.        Appointment.

(a)        The Advisor hereby appoints the Sub-Advisor to act as sub-advisor with respect to the Fund and the Sub-Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. For the purposes of the rules, guidance and principles of the Financial Conduct Authority of the United Kingdom (the “FCA”), as amended or consolidated from time to time (the “FCA Rules”) and based on information obtained in respect of the Advisor, the Advisor will be treated by the Sub-Advisor as a professional client. The Advisor acknowledges and accepts this categorization. The Advisor has the right to request a different categorization at any time from the Sub-Advisor, however, the Sub-Advisor only provides the services to professional clients and will no longer be able to provide services to the Advisor in the event of a request for a change in categorization.

(b)        By signing this Agreement, the Advisor acknowledges that it has been separately provided with a copy of the supplemental disclosures document provided to clients


and potential clients of the Sub-Advisor that contains the Sub-Advisor’s disclosures, as amended, and made available to the Advisor from time to time (“Supplemental Disclosures”), which sets out: (i) information on the services that the Sub-Advisor is required to provide to the Advisor by applicable regulation and (ii) other information which the Sub-Advisor deems appropriate. The Supplemental Disclosures include, among other things: risk disclosures (which provide a description of the nature of risks of financial instruments), a summary of the Sub-Advisor’s conflicts of interest policy and disclosures, a summary of the Sub-Advisor’s order execution policy, details of the reports the Sub-Advisor will provide in relation to the services provided hereunder, details on how the Sub-Advisor will provide the Advisor with information on costs and charges, and the Sub-Advisor’s data protection notice.

2.        Services of the Sub-Advisor. Subject to the succeeding provisions of this section, the oversight and supervision of the Advisor and the Corporation’s Board of Directors, the Sub-Advisor will perform certain of the day-to-day operations of the Fund, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the Fund as the Advisor may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b) arranging, subject to the provisions of Section 4 hereof, for the purchase and sale of securities and other assets of the Fund; (c) providing investment research and credit analysis concerning the Fund’s investments; (d) assisting the Advisor in determining what portion of the Fund’s assets will be invested in cash, cash equivalents and money market instruments; (e) placing orders for all purchases and sales of such investments made for the Fund; and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Advisor, the Sub-Advisor will also, subject to the oversight and supervision of the Advisor and the Corporation’s Board of Directors, provide to the Advisor or the Corporation any of the facilities and equipment and perform any of the services described in Section 3 of the Advisory Agreement. In addition, the Sub-Advisor will keep the Corporation and the Advisor informed of developments materially affecting the Fund and shall, on its own initiative, furnish to the Fund from time to time whatever information the Sub-Advisor believes appropriate for this purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its obligations to the Corporation under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s Prospectus and Statement of Additional Information (as currently in effect and as they may be amended or supplemented from time to time) and the resolutions of the Corporation’s Board of Directors.

The Sub-Advisor represents, warrants and covenants that it is authorized and regulated by the FCA.

 

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3.        Covenants.

(a)    In the performance of its duties under this Agreement, the Sub-Advisor shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of the Charter and By Laws of the Fund, as such documents are amended from time to time; (iv) the investment objectives and policies of the Fund as set forth in its Registration Statement on Form N-lA and/or the resolutions of the Board of Directors; and (v) any policies and determinations of the Board of Directors of the Corporation.

(b)    In addition, the Sub-Advisor will:

(i)    provide the Supplemental Disclosures, which include information on the Sub-Advisor’s order execution policy (the “Order Execution Policy”). The Advisor confirms that it has read and understood, and consents to, the Order Execution Policy. In particular, the Advisor consents to: (i) the Sub-Advisor trading through brokers/counterparties and/or outside of a Trading Venue (as defined in the FCA Rules), and (ii) some or all orders resulting from the Sub-Advisor’s decisions to deal on the Advisor’s behalf, or received from the Advisor, to be placed with an affiliated company, who will act as agent for the purpose of executing such orders in accordance with the Order Execution Policy. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Advisor will attempt to obtain the best price and the most favorable execution of its orders in accordance with the Order Execution Policy. In placing orders, the Sub-Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor or the Sub-Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor and the Sub-Advisor to the Fund and their other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Fund’s securities be purchased from or sold to the Advisor, the Sub-Advisor or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Advisor may select brokers and dealers with which it or the Fund is affiliated;

(ii)    maintain books and records with respect to the Fund’s securities transactions and will render to the Advisor and the Corporation’s Board of Directors such periodic and special reports as they may request;

 

3


(iii)    maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Sub-Advisor makes investment recommendations for the Fund, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s account are customers of the commercial department of its affiliates;

(iv)    treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund; and

(v)    be responsible for ensuring that the Advisor complies with any position limit that the FCA or any other applicable regulator might apply to any commodity derivatives held in the Fund. The Advisor shall provide the Sub-Advisor with information relating to any positions in commodity derivatives held outside of the Fund by the Advisor or any other member of its group, as applicable.

(c)    In addition, the Advisor:

(i)    agrees that the Sub-Advisor may aggregate transactions for the Fund with transactions for other clients and/or its own account. In relation to a particular order, aggregation may operate on some occasions to the advantage of the Advisor and on other occasions to the Advisor’s disadvantage. However, it must be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of the Advisor before transactions will be aggregated; and

(ii)    instructs the Sub-Advisor not to make public any client limit orders (being a specific instruction from the Advisor to buy or sell a financial instrument at a specified price limit or better and for a specified size) in respect of securities admitted to trading on a regulated market which are not immediately executed under prevailing market conditions.

4.        Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Advisor or any officer, employee or other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

 

4


5.        Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records which it maintains for the Fund are the property of the Corporation and further agrees to surrender promptly to the Corporation any such records upon the Corporation’s request. The Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act (to the extent such books and records are not maintained by the Advisor).

6.        Expenses. During the term of this Agreement, the Sub-Advisor will bear all costs and expenses of its employees and any overhead incurred by the Sub-Advisor in connection with its duties hereunder; provided that the Board of Directors of the Corporation may approve reimbursement to the Sub-Advisor of the pro-rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Fund operations (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided hereunder) of all personnel employed by the Sub-Advisor who devote substantial time to Fund operations or the operations of other investment companies advised or sub-advised by the Sub-Advisor.

7.        Compensation.

(a)    The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual rate equal to the amount set forth in Schedule A hereto. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

(b)    For purposes of this Agreement, the net assets of the Fund shall be calculated pursuant to the procedures adopted by resolutions of the Directors of the Corporation for calculating the value of the Fund’s assets or delegating such calculations to third parties.

(c)    If Advisor waives any or all of its advisory fee payable under the Advisory Agreement, or reimburses the Corporation pursuant to an expense limitation agreement or other advisory fee waiver agreement, with respect to the Fund, Sub-Advisor will bear its share of the amount of such waiver or reimbursement by waiving fees otherwise payable to it hereunder on a proportionate basis to be determined by comparing the aggregate fees that would otherwise be paid to it hereunder with respect to the Fund to the aggregate fees that would otherwise be paid by the Corporation to Advisor under the Advisory Agreement with respect to the Fund. Advisor shall inform Sub-Advisor prior to waiving any advisory fees.

8.        Limitation on Liability.

(a)    The Sub-Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor or by the Corporation in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless

 

5


disregard by it of its duties under this Agreement. As used in this Section 8(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such affiliates.

(b)    The names “BlackRock Funds VII, Inc.” and “Directors” of BlackRock Funds VII, Inc. refer respectively to the corporation created and the Directors, as directors but not individually or personally. The obligations of “BlackRock Funds VII, Inc.” entered into in the name or on behalf thereof by any of the Directors, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Directors, shareholders, officers, representatives or agents of the Corporation personally, but bind only the Corporation.

9.        Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Corporation’s Board of Directors or a vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote and (b) by the vote of a majority of the Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Corporation or the Advisor at any time, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Corporation or the Advisor shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the Fund entitled to vote, or by the Sub-Advisor on 60 days’ written notice (which notice may be waived by the Corporation and the Advisor), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Advisor. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

10.        Notices and Communications. Any legal notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such legal notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such legal notice is mailed first class postage prepaid. In relation to communications other than legal notices under this Agreement, each party may communicate with and provide information to the other party in whatever medium deemed appropriate. This may include the use of e-mail, the internet or other electronic means, in the place of paper communications. The parties acknowledge that instructions or communications conveyed by electronic methods such as facsimile or e-mail are not secure forms of communication and may accordingly give rise to higher risks of manipulation or attempted fraud.

 

6


11.        Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of the Board of Directors of the Corporation, including a majority of those Directors who are not parties to this Agreement or interested persons of any such party, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.

12.        Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

13.        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.

14.        Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

7


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers designated below as of the day and year first above written.

 

BLACKROCK ADVISORS, LLC
By:  

                                                          

                      
  Name:  
  Title:  

BLACKROCK INTERNATIONAL LIMITED

By:  

 

 
  Name:  
  Title:  
BLACKROCK INTERNATIONAL LIMITED
By:  

 

 
  Name:  
  Title:  

 

8


AGREED AND ACCEPTED

as of the date first set forth above

BlackRock Funds VII, Inc., on behalf of BlackRock Sustainable International Equity Fund

 

By:  

 

  Name:
  Title:

 

9


Schedule A

Sub-Investment Advisory Fee

Pursuant to Section 7, for that portion of the Fund for which the Sub-Advisor acts as sub-advisor, Advisor shall pay a fee to Sub-Advisor equal to                % of the advisory fee received by the Advisor from the Fund with respect to such portion, net of: (i) expense waivers and reimbursements, (ii) expenses relating to distribution and sales support activities borne by the Advisor, and (iii) administrative, networking, recordkeeping, sub-transfer agency and shareholder services expenses borne by the Advisor.

 

A-1


Exhibit A to the Amended and Restated Distribution Agreement

Exhibit 5(b)

EXHIBIT A

 

BlackRock Advantage Global Fund, Inc.

BlackRock Advantage SMID Cap Fund, Inc.

BlackRock Allocation Target Shares

BATS: Series A Portfolio

BATS: Series C Portfolio

BATS: Series E Portfolio

BATS: Series M Portfolio

BATS: Series P Portfolio

BATS: Series S Portfolio

BATS: Series V Portfolio

BlackRock Balanced Capital Fund, Inc.

BlackRock Bond Fund, Inc.

BlackRock Total Return Fund

BlackRock Sustainable Total Return Fund

BlackRock California Municipal Series Trust

BlackRock California Municipal Opportunities Fund

BlackRock Capital Appreciation Fund, Inc.

BlackRock Emerging Markets Fund, Inc.

BlackRock Equity Dividend Fund

BlackRock EuroFund

BlackRock Financial Institutions Series Trust

BlackRock Summit Cash Reserves Fund

BlackRock FundsSM

BlackRock Advantage Emerging Markets Fund

BlackRock Advantage ESG Emerging Markets Equity Fund

BlackRock Advantage ESG International Equity Fund

BlackRock Advantage ESG U.S. Equity Fund

BlackRock Advantage International Fund

BlackRock Advantage Large Cap Growth Fund

BlackRock Advantage Small Cap Core Fund

BlackRock Advantage Small Cap Growth Fund

BlackRock China A Opportunities Fund

BlackRock Commodity Strategies Fund

BlackRock Defensive Advantage Emerging Markets Fund

BlackRock Defensive Advantage International Fund

BlackRock Defensive Advantage U.S. Fund

BlackRock Energy Opportunities Fund

BlackRock Exchange Portfolio

BlackRock Global Impact Fund

BlackRock Global Long/Short Equity Fund

BlackRock Health Sciences Opportunities Portfolio

BlackRock High Equity Income Fund

BlackRock Infrastructure Sustainable Opportunities Fund

BlackRock International Dividend Fund

BlackRock International Impact Fund

BlackRock Liquid Environmentally Aware Fund

BlackRock Mid-Cap Growth Equity Portfolio

BlackRock Real Estate Securities Fund

BlackRock Short Obligations Fund

BlackRock SMID-Cap Growth Equity Fund

 

A-1


BlackRock Tactical Opportunities Fund

BlackRock Technology Opportunities Fund

BlackRock Total Factor Fund

BlackRock U.S. Impact Fund

BlackRock Wealth Liquid Environmentally Aware Fund

iShares Developed Real Estate Index Fund

iShares Municipal Bond 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

BlackRock Funds II

BlackRock 20/80 Target Allocation Fund

BlackRock 40/60 Target Allocation Fund

BlackRock 60/40 Target Allocation Fund

BlackRock 80/20 Target Allocation Fund

BlackRock Dynamic High Income Portfolio

BlackRock Global Dividend Portfolio

BlackRock Managed Income Fund

BlackRock Multi-Asset Income Portfolio

BlackRock Retirement Income 2030 Fund

BlackRock Retirement Income 2040 Fund

BlackRock Funds III

BlackRock Cash Funds: Institutional

BlackRock Cash Funds: Treasury

BlackRock LifePath® Dynamic Retirement Fund

BlackRock LifePath® Dynamic 2025 Fund

BlackRock LifePath® Dynamic 2030 Fund

BlackRock LifePath® Dynamic 2035 Fund

BlackRock LifePath® Dynamic 2040 Fund

BlackRock LifePath® Dynamic 2045 Fund

BlackRock LifePath® Dynamic 2050 Fund

BlackRock LifePath® Dynamic 2055 Fund

BlackRock LifePath® Dynamic 2060 Fund

BlackRock LifePath® Dynamic 2065 Fund

BlackRock LifePath® ESG Index Retirement Fund

BlackRock LifePath® ESG Index 2025 Fund

BlackRock LifePath® ESG Index 2030 Fund

BlackRock LifePath® ESG Index 2035 Fund

BlackRock LifePath® ESG Index 2040 Fund

BlackRock LifePath® ESG Index 2045 Fund

BlackRock LifePath® ESG Index 2050 Fund

BlackRock LifePath® ESG Index 2055 Fund

BlackRock LifePath® ESG Index 2060 Fund

BlackRock LifePath® ESG Index 2065 Fund

BlackRock LifePath® Index Retirement Fund

BlackRock LifePath® Index 2025 Fund

BlackRock LifePath® Index 2030 Fund

BlackRock LifePath® Index 2035 Fund

BlackRock LifePath® Index 2040 Fund

BlackRock LifePath® Index 2045 Fund

BlackRock LifePath® Index 2050 Fund

BlackRock LifePath® Index 2055 Fund

 

A-2


BlackRock LifePath® Index 2060 Fund

BlackRock LifePath® Index 2065 Fund

iShares MSCI Total International Index Fund

iShares Russell 1000 Large-Cap Index Fund

iShares S&P 500 Index Fund

iShares U.S. Aggregate Bond Index Fund

BlackRock Funds IV

BlackRock Global Long/Short Credit Fund

BlackRock Sustainable Advantage CoreAlpha Bond Fund

BlackRock Systematic Multi-Strategy Fund

BlackRock Funds V

BlackRock Core Bond Portfolio

BlackRock Emerging Markets Flexible Dynamic Bond Portfolio

BlackRock Floating Rate Income Portfolio

BlackRock GNMA Portfolio

BlackRock High Yield Bond Portfolio

BlackRock Income Fund

BlackRock Inflation Protected Bond Portfolio

BlackRock Low Duration Bond Portfolio

BlackRock Strategic Income Opportunities Portfolio

BlackRock Sustainable Emerging Markets Bond Fund

BlackRock Sustainable High Yield Bond Fund

BlackRock Sustainable Low Duration Bond Fund

BlackRock U.S. Government Bond Portfolio

BlackRock Funds VI

BlackRock CoreAlpha Bond Fund

BlackRock Funds VII, Inc.

BlackRock Asian Dragon Fund

BlackRock Sustainable International Equity Fund

BlackRock Sustainable U.S. Growth Equity Fund

BlackRock Sustainable U.S. Value Equity Fund

BlackRock Global Allocation Fund, Inc.

BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund

iShares Russell 2000 Small-Cap Index Fund

BlackRock Large Cap Focus Growth Fund, Inc.

BlackRock Large Cap Focus Value Fund, Inc.

BlackRock Large Cap Series Funds, Inc.

BlackRock Advantage Large Cap Core Fund

BlackRock Advantage Large Cap Value Fund

BlackRock Event Driven Equity Fund

BlackRock Latin America Fund, Inc.

BlackRock Liquidity Funds

California Money Fund

Federal Trust Fund

FedFund

MuniCash

New York Money Fund

TempCash

TempFund

T-Fund

Treasury Trust Fund

BlackRock Long-Horizon Equity Fund

 

A-3


BlackRock Mid-Cap Value Series, Inc.

BlackRock Mid-Cap Value Fund

BlackRock Multi-State Municipal Series Trust

BlackRock New Jersey Municipal Bond Fund

BlackRock New York Municipal Opportunities Fund

BlackRock Pennsylvania Municipal Bond Fund

BlackRock Municipal Bond Fund, Inc.

BlackRock High Yield Municipal Fund

BlackRock National Municipal Fund

BlackRock Short-Term Municipal Fund

BlackRock Municipal Series Trust

BlackRock Strategic Municipal Opportunities Fund

BlackRock Natural Resources Trust

BlackRock Series, Inc.

BlackRock International Fund

BlackRock Strategic Global Bond Fund, Inc.

Managed Account Series

BlackRock GA Disciplined Volatility Equity Fund

BlackRock GA Dynamic Equity Fund

Managed Account Series II

BlackRock U.S. Mortgage Portfolio

Amended October 18, 2021

 

A-4


Amendment No. 5 to the Administration Agreement

Exhibit 8(l)

Amendment No. 5 to the Administration Agreement

This Amendment No. 5 dated as of October 18, 2021 (the “Amendment”) to the Administration Agreement (as defined below) is entered into by and among BlackRock FundsSM, BlackRock Funds II, BlackRock Funds IV and BlackRock Funds V (collectively, the “Trusts”), each a Massachusetts business trust, BlackRock Advantage SMID Cap Fund, Inc., BlackRock Large Cap Series Funds, Inc., BlackRock Bond Fund, Inc. and BlackRock Funds VII, Inc., each a Maryland corporation, and BlackRock Advisors, LLC (the “Administrator”), a Delaware limited liability company. Capitalized terms used herein and not otherwise defined shall have the meaning or meanings as set forth in the Administration Agreement.

WHEREAS, the Trusts, BlackRock Bond Fund, Inc., BlackRock Large Cap Series Funds, Inc. and BlackRock Advantage SMID Cap Fund, Inc. (collectively, the “Existing Funds”) and the Administrator have entered into an Administration Agreement dated January 1, 2015 (the “Administration Agreement”), as amended, pursuant to which each of the Existing Funds retained the Administrator to provide certain administration services with respect to each Existing Fund and certain of their respective series;

WHEREAS, the Board of Directors of BlackRock Funds VII, Inc. (the “Corporation”), including a majority of those Directors who are not interested persons of the Corporation, approved the appointment of the Administrator to provide certain administration services to the Corporation and each series of the Corporation set forth in Schedule B as attached hereto (the “New Funds”) at a meeting held on September 21, 2021; and

WHEREAS, the parties desire to add the Corporation as a party to the Administration Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Appointment. The Corporation hereby appoints the Administrator to act as the administrator of the Corporation and its series listed on Schedule B for the period and on the terms set forth in the Administration Agreement. The Administrator hereby accepts such appointment and agrees to render the services set forth in the Administration Agreement with respect to the Corporation and its series listed on Schedule B.

2.    Capitalized Terms. From and after the date hereof, the terms “Trust” and “Fund” as used in the Administration Agreement shall be deemed to include the Corporation. From and after the date hereof, the terms “Trustees” and “Board of Trustees” as used in the Administration Agreement shall be deemed to include the Directors and Board of Directors, respectively, of the Corporation. From and after the date hereof, the term “Declaration of Trust” shall be deemed to include the Articles of Incorporation of the Corporation, as amended from time to time.

3.    Schedule. Schedule B to the Administration Agreement shall be amended to add the Corporation and the New Funds so that Schedule B is amended and restated as attached hereto.

4.    Compensation. The Administrator shall receive from each New Fund a fee pursuant to Schedule A of the Administration Agreement.


5.    Miscellaneous.

 

  (a)

Except to the extent supplemented hereby, the Administration Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as supplemented hereby.

 

  (b)

The names “BlackRock FundsSM” and “Trustees of BlackRock FundsSM, “BlackRock Funds II” and “Trustees of BlackRock Funds II”, “BlackRock Funds IV” and “Trustees of BlackRock Funds IV”, and “BlackRock Funds V” and “Trustees of BlackRock Funds V” refer respectively to the applicable Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust, as amended from time to time, which is hereby referred to and a copy of which is on file at the office of the Secretary of The Commonwealth of Massachusetts and at the principal office of the applicable Trust. The obligations of “BlackRock FundsSM”, “BlackRock Funds II”, “BlackRock Funds IV” and “BlackRock Funds V” entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders, officers, representatives or agents of the applicable Trust personally, but bind only the Trust Property, and all persons dealing with any Fund or class of Shares of the Trust must look solely to the Trust Property belonging to such Fund or class for the enforcement of any claims against the Trust.

* * *

 

- 2 -


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Administration Agreement to be executed by their officers designated below as of the day and year first above written.

 

BLACKROCK FUNDS VII, INC. on behalf of each BlackRock Funds VII, Inc. Fund listed on Schedule B
By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer
BLACKROCK BOND FUND, INC. on behalf of BlackRock Sustainable Total Return Fund
By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer
BLACKROCK ADVANTAGE SMID CAP FUND, INC.
By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer

BLACKROCK FUNDSSM

on behalf of each BlackRock FundsSM Fund listed on Schedule B

By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer

BLACKROCK FUNDS II

on behalf of each BlackRock Funds II Fund listed on Schedule B


By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer

BLACKROCK FUNDS IV

on behalf of each BlackRock Funds IV Fund listed on Schedule B

By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer

BLACKROCK FUNDS V

 

on behalf of each BlackRock Funds V Fund listed on Schedule B

By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer

BLACKROCK LARGE CAP SERIES FUNDS, INC.

 

on behalf of each BlackRock Large Cap Series Funds, Inc. Fund listed on Schedule B

By:  

 

Name:       Mark Kelly
Title:   Assistant Treasurer
BLACKROCK ADVISORS, LLC
By:  

 

Name:       Trent Walker
Title:   Managing Director


Schedule B

 

Fund

  

BLK Ticker

BlackRock Bond Fund, Inc.

  
1. BlackRock Sustainable Total Return Fund    TR-E-AG
2. BlackRock Advantage SMID Cap Fund, Inc.    MF_VO

BlackRock FundsSM

  
3. BlackRock Advantage Emerging Markets Fund    BR_EMR-AGG
4. BlackRock Advantage ESG Emerging Markets Equity Fund    BR_EMR_ESG
5. BlackRock Advantage ESG International Equity Fund    BR_GO_ESG
6. BlackRock Advantage ESG U.S. Equity Fund    BR_IMPR3
7. BlackRock Advantage International Fund    BR_GO_AG
8. BlackRock Advantage Large Cap Growth Fund    BR_FLEX_AG
9. BlackRock Advantage Small Cap Core Fund    BR_DSCC
10. BlackRock Advantage Small Cap Growth Fund    BR_SCGE
11. BlackRock China A Opportunities Fund    BR_CHOPS
12. BlackRock Commodity Strategies Fund    BR_CSF-AGG
13. BlackRock Cayman Commodity Strategies Fund, Ltd.    BR_CSF-CMN
14. BlackRock Defensive Advantage Emerging Markets Fund    BR_DAEM
15. BlackRock Defensive Advantage International Fund    BR_DAINTL
16. BlackRock Defensive Advantage U.S. Fund    BR_DAUS
17. BlackRock Energy Opportunities Fund    BR_ACGR
18. BlackRock Exchange Portfolio    BR_EXC
19. BlackRock Global Long/Short Equity Fund    BR_GLS-AGG
20. BlackRock Health Sciences Opportunities Portfolio    BR_HS
21. BlackRock High Equity Income Fund    BR_USOPP
22. BlackRock Infrastructure Sustainable Opportunities Fund    BR_ISOF
23. BlackRock International Dividend Fund    BR_ISCE
24. BlackRock Mid-Cap Growth Equity Portfolio    BR_MCGE
25. BlackRock Real Estate Securities Fund    BR_REIT-AG
26. BlackRock Short Obligations Fund    BR_SHOBLIG
27. BlackRock Tactical Opportunities Fund    BR_AA
28. BlackRock Technology Opportunities Fund    BR_GST
29. BlackRock Total Factor Fund    BR-SRA-AG


30. BlackRock Cayman Strategic Risk Allocation Fund, Ltd.    BR-SRA-CAY
31. BlackRock Wealth Liquid Environmentally Aware Fund    BR-MM

BlackRock Funds II

32. BlackRock 20/80 Target Allocation Fund    BR_CON
33. BlackRock 40/60 Target Allocation Fund    BR_MOD
34. BlackRock 60/40 Target Allocation Fund    BR_GRW
35. BlackRock 80/20 Target Allocation Fund    BR_AGR
36. BlackRock Dynamic High Income Portfolio    BR-DHI-AG
37. BlackRock Global Dividend Portfolio    BR-IBP-AG
38. BlackRock Managed Income Fund    BR-MI-AG
39. BlackRock Multi-Asset Income Portfolio    BR-INC-AG
40. BlackRock Retirement Income 2030 Fund    BR-RI2030
41. BlackRock Retirement Income 2040 Fund    BR-RI2040

BlackRock Funds IV

42. BlackRock Global Long/Short Credit Fund    BR-GC-AG
43. BlackRock Sustainable Advantage CoreAlpha Bond Fund    BR-IMPBD
44. BlackRock Systematic Multi-Strategy Fund    BR-SMS-AG

BlackRock Funds V

45. BlackRock Core Bond Portfolio    BR-CORE
46. BlackRock Emerging Markets Flexible Dynamic Bond Portfolio    BR-EMD
47. BlackRock Floating Rate Income Portfolio    BR-FRI
48. BlackRock GNMA Portfolio    BR-GNMA
49. BlackRock High Yield Bond Portfolio    BR-HIYLD
50. BlackRock Income Fund    BR-MSB-AGG
51. BlackRock Inflation Protected Bond Portfolio    BR-IP-AGG
52. BlackRock Low Duration Bond Portfolio    BR-LO-AGG
53. BlackRock Strategic Income Opportunities Portfolio    BR-SIP-AG
54. BlackRock Sustainable Emerging Markets Bond Fund    BR-EMDHD
55. BlackRock Sustainable High Yield Bond Fund    BR-SUSHI
56. BlackRock Sustainable Low Duration Bond Fund    BR-SUSLO
57. BlackRock U.S. Government Bond Portfolio    BR-INTG

BlackRock Funds VII, Inc.

  


58. BlackRock Sustainable International Equity Fund   

BR_SUSINTL

59. BlackRock Sustainable U.S. Growth Equity Fund   

BR_SUSGRO

60. BlackRock Sustainable U.S. Value Equity Fund   

BR_SUSVAL

BlackRock Large Cap Series Funds, Inc.

61. BlackRock Advantage Large Cap Core Fund    FF_LCC
61. BlackRock Advantage Large Cap Value Fund    MF_LCV

Schedule B, dated October 18, 2021


Opinion of Miles & Stockbridge P.C.

LOGO

October 18, 2021

BlackRock Funds VII, Inc.

55 East 52nd Street

New York, New York 10055

Ladies and Gentlemen:

We have acted as special Maryland counsel to BlackRock Funds VII, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933 (as amended, the “Act”) of shares of the Company’s common stock, par value $0.10 per share, designated as Investor A Common Stock (“Growth Investor A Stock”), Institutional Common Stock (“Growth Institutional Stock”), and Class K Common Stock (“Growth Class K Stock”) of BlackRock Sustainable U.S. Growth Equity Fund, a series of the Company, Investor A Common Stock (“Value Investor A Stock”), Institutional Common Stock (“Value Institutional Stock”), and Class K Common Stock (“Value Class K Stock”) of BlackRock Sustainable U.S. Value Equity Fund, a series of the Company, and Investor A Common Stock (“International Investor A Stock”), Institutional Common Stock (“International Institutional Stock), and Class K Common Stock (“International Class K Stock,” and, together with Growth Investor A Stock, Growth Institutional Stock, Growth Class K Stock, Value Investor A Stock, Value Institutional Stock, Value Class K Stock, International Investor A Stock, and International Institutional Stock, “Stock”) of BlackRock Sustainable International Equity Fund, a series of the Company, on the Company’s Registration Statement on Form N-1A filed with the Securities and Exchange Commission on the date hereof (File No. 811-2661) (together with all amendments through the date hereof, the “Registration Statement”).

We have examined the Registration Statement (exclusive of the exhibits thereto other than the Company’s charter and bylaws) and such corporate records, certificates, and documents as we deemed necessary for the purpose of this opinion. We have relied as to certain factual matters on information obtained from public officials and officers of the Company. Based on that examination, we advise you that in our opinion the shares of Stock, when issued under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid, and non-assessable.

In expressing the opinion set forth herein, we have assumed that (i) all documents submitted to us as originals are authentic, (ii) all documents submitted to us as copies conform with the originals of those documents, (iii) all signatures on all documents submitted to us for examination are genuine, (iv) each natural person executing any such document is legally competent to do so, (v) all public records reviewed by us or on our behalf are accurate and complete, and (vi) at the time of issuance of any Stock, (A) the total number of shares of (1) Growth Investor A Stock issued and outstanding will not exceed the total number of shares of Growth Investor A Stock that the Company is then authorized to issue under its charter, (2) Growth Institutional Stock issued and outstanding will not exceed the total number of shares of Growth Institutional Stock that the Company is then authorized to issue under its charter, (3) Growth Class K Stock issued and outstanding will not exceed the total number of shares of Growth Class K Stock that the Company is then authorized to issue under its charter, (4)

 

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BlackRock Funds VII, Inc.

October 18, 2021

Page 2

 

Value Investor A Stock issued and outstanding will not exceed the total number of shares of Value Investor A Stock that the Company is then authorized to issue under its charter, (5) Value Institutional Stock issued and outstanding will not exceed the total number of shares of Value Institutional Stock that the Company is then authorized to issue under its charter, (6) Value Class K Stock issued and outstanding will not exceed the total number of shares of Value Class K Stock that the Company is then authorized to issue under its charter, (7) International Investor A Stock issued and outstanding will not exceed the total number of shares of International Investor A Stock that the Company is then authorized to issue under its charter, (8) International Institutional Stock issued and outstanding will not exceed the total number of shares of International Institutional Stock that the Company is then authorized to issue under its charter, and (9) International Class K Stock issued and outstanding will not exceed the total number of shares of International Class K Stock that the Company is then authorized to issue under its charter, (B) the Company will be in good standing under the laws of the State of Maryland, and (C) neither the charter nor the bylaws of the Company will have been amended so as to cause such issuance of the shares of Stock to conflict with or violate any provisions of the charter or the bylaws of the Company.

We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than, and our opinion expressed herein is limited to, the laws of the State of Maryland. The opinion expressed herein is limited to the matters expressly set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

Miles & Stockbridge P.C.

 

By:  

/s/ Emily Higgs

  Principal

Form of Purchase Agreement

Exhibit 12(a)

PURCHASE AGREEMENT

BlackRock Funds VII, Inc. (the “Corporation”), a Maryland corporation, and BlackRock Financial Management, Inc. (“BFM”), a Delaware corporation, hereby agree as follows:

1.        The Corporation hereby offers BFM and BFM hereby purchases one share of each of the Investor A, Institutional and Class K classes of shares of the Corporation’s BlackRock Sustainable U.S. Growth Equity Fund (the “Shares”) for $10 per Share. The Corporation hereby acknowledges receipt from BFM of funds in full payment for the foregoing Shares.

2.        BFM represents and warrants to the Corporation that the foregoing Shares are being acquired for investment purposes and not with a view to the distribution thereof.

3.        “BlackRock Funds VII, Inc.” and “Directors of BlackRock Funds VII, Inc.” refer respectively to the corporation created and the Directors, as directors but not individually or personally, acting from time to time under the Articles of Incorporation of the Corporation dated August 5, 1976, as amended from time to time. The obligations of “BlackRock Funds VII, Inc.” entered into in the name or on behalf thereof by any of the Directors, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Directors, shareholders, officers, representatives or agents of the Director personally, but bind only the Corporation.

IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Purchase Agreement as of the    day of October, 2021.

 

BLACKROCK FUNDS VII, INC.               
By:  

 

 
  Name: John Perlowski  
  Title: President and Chief Executive Officer
BLACKROCK FINANCIAL MANAGEMENT, INC.
By:  

 

 
  Name: Janey Ahn  
  Title: Managing Director

Form of Purchase Agreement

Exhibit 12(b)

PURCHASE AGREEMENT

BlackRock Funds VII, Inc. (the “Corporation”), a Maryland corporation, and BlackRock Financial Management, Inc. (“BFM”), a Delaware corporation, hereby agree as follows:

1.        The Corporation hereby offers BFM and BFM hereby purchases one share of each of the Investor A, Institutional and Class K classes of shares of the Corporation’s BlackRock Sustainable U.S. Value Equity Fund (the “Shares”) for $10 per Share. The Corporation hereby acknowledges receipt from BFM of funds in full payment for the foregoing Shares.

2.        BFM represents and warrants to the Corporation that the foregoing Shares are being acquired for investment purposes and not with a view to the distribution thereof.

3.        “BlackRock Funds VII, Inc.” and “Directors of BlackRock Funds VII, Inc.” refer respectively to the corporation created and the Directors, as directors but not individually or personally, acting from time to time under the Articles of Incorporation of the Corporation dated August 5, 1976, as amended from time to time. The obligations of “BlackRock Funds VII, Inc.” entered into in the name or on behalf thereof by any of the Directors, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Directors, shareholders, officers, representatives or agents of the Director personally, but bind only the Corporation.

IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Purchase Agreement as of the    day of October, 2021.

 

BLACKROCK FUNDS VII, INC.               
By:  

 

 
  Name: John Perlowski  
  Title: President and Chief Executive Officer

BLACKROCK FINANCIAL MANAGEMENT, INC.

By:  

 

 
  Name: Janey Ahn  
  Title: Managing Director

Form of Purchase Agreement

Exhibit 12(c)

PURCHASE AGREEMENT

BlackRock Funds VII, Inc. (the “Corporation”), a Maryland corporation, and BlackRock Financial Management, Inc. (“BFM”), a Delaware corporation, hereby agree as follows:

1.        The Corporation hereby offers BFM and BFM hereby purchases one share of each of the Investor A, Institutional and Class K classes of shares of the Corporation’s BlackRock Sustainable International Equity Fund (the “Shares”) for $10 per Share. The Corporation hereby acknowledges receipt from BFM of funds in full payment for the foregoing Shares.

2.        BFM represents and warrants to the Corporation that the foregoing Shares are being acquired for investment purposes and not with a view to the distribution thereof.

3.        “BlackRock Funds VII, Inc.” and “Directors of BlackRock Funds VII, Inc.” refer respectively to the corporation created and the Directors, as directors but not individually or personally, acting from time to time under the Articles of Incorporation of the Corporation dated August 5, 1976, as amended from time to time. The obligations of “BlackRock Funds VII, Inc.” entered into in the name or on behalf thereof by any of the Directors, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Directors, shareholders, officers, representatives or agents of the Director personally, but bind only the Corporation.

IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Purchase Agreement as of the                day of October, 2021.

 

BLACKROCK FUNDS VII, INC.               
By:  

 

 
  Name: John Perlowski  
  Title: President and Chief Executive Officer
BLACKROCK FINANCIAL MANAGEMENT, INC.
By:  

 

 
  Name: Janey Ahn  
  Title: Managing Director

Exhibit A to the Investor A Shares Distribution Plan

Exhibit 13(b)

EXHIBIT A

INVESTOR A SHARES

 

Name of Fund   Service/Account
Maintenance Fee
  Distribution Fee

BlackRock Advantage Global Fund, Inc.

  0.25%   None

BlackRock Advantage SMID Cap Fund, Inc.

  0.25%   None

BlackRock Balanced Capital Fund, Inc.

  0.25%   None

BlackRock Bond Fund, Inc.

BlackRock Total Return Fund

  0.25%   None

BlackRock Sustainable Total Return Fund

  0.25%   None

BlackRock California Municipal Series Trust

BlackRock California Municipal Opportunities Fund

  0.25%   None

BlackRock Capital Appreciation Fund, Inc.

  0.25%   None

BlackRock Emerging Markets Fund, Inc.

  0.25%   None

BlackRock Equity Dividend Fund

  0.25%   None

BlackRock EuroFund

  0.25%   None

BlackRock Funds III

iShares MSCI Total International Index Fund

  0.25%   None

iShares Russell 1000 Large-Cap Index Fund

  0.25%   None

BlackRock LifePath® ESG Index Retirement Fund

  0.25%   None

BlackRock LifePath® ESG Index 2025 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2030 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2035 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2040 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2045 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2050 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2055 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2060 Fund

  0.25%   None

BlackRock LifePath® ESG Index 2065 Fund

  0.25%   None

BlackRock LifePath® Index Retirement Fund

  0.25%   None

BlackRock LifePath® Index 2025 Fund

  0.25%   None

BlackRock LifePath® Index 2030 Fund

  0.25%   None

BlackRock LifePath® Index 2035 Fund

  0.25%   None

BlackRock LifePath® Index 2040 Fund

  0.25%   None

BlackRock LifePath® Index 2045 Fund

  0.25%   None

BlackRock LifePath® Index 2050 Fund

  0.25%   None

BlackRock LifePath® Index 2055 Fund

  0.25%   None

BlackRock LifePath® Index 2060 Fund

  0.25%   None

BlackRock LifePath® Index 2065 Fund

  0.25%   None

BlackRock Funds VII, Inc.

BlackRock Asian Dragon Fund

  0.25%   None

BlackRock Sustainable International Equity Fund

  0.25%   None

BlackRock Sustainable U.S. Growth Equity Fund

  0.25%   None

BlackRock Sustainable U.S. Value Equity Fund

  0.25%   None

BlackRock Global Allocation Fund, Inc.

  0.25%   None

BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund

  0.25%   None

iShares Russell 2000 Small-Cap Index Fund

  0.25%   None

BlackRock Large Cap Focus Growth Fund, Inc.

  0.25%   None


BlackRock Large Cap Focus Value Fund, Inc.

    0.25     None  
Name of Fund  

Service/Account
Maintenance

Fee

    Distribution Fee  

BlackRock Large Cap Series Funds, Inc.

 

BlackRock Advantage Large Cap Core Fund

    0.25%       None  

BlackRock Advantage Large Cap Value Fund

    0.25%       None  

BlackRock Event Driven Equity Fund

    0.25%       None  

BlackRock Latin America Fund, Inc.

    0.25%       None  

BlackRock Long-Horizon Equity Fund

    0.25%       None  

BlackRock Mid Cap Value Series, Inc.

 

BlackRock Mid Cap Value Fund

    0.25%       None  

BlackRock Multi-State Municipal Series Trust

 

BlackRock New Jersey Municipal Bond Fund

    0.25%       None  

BlackRock New York Municipal Opportunities Fund

    0.25%       None  

BlackRock Pennsylvania Municipal Bond Fund

    0.25%       None  

BlackRock Municipal Bond Fund, Inc.

 

BlackRock High Yield Municipal Fund

    0.25%       None  

BlackRock National Municipal Fund

    0.25%       None  

BlackRock Short-Term Municipal Fund

    0.25%       None  

BlackRock Municipal Series Trust

 

BlackRock Strategic Municipal Opportunities Fund

    0.25%       None  

BlackRock Natural Resources Trust

    0.25%       None  

BlackRock Series, Inc.

 

BlackRock International Fund

    0.25%       None  

BlackRock Strategic Global Bond Fund, Inc.

    0.25%       None  

Managed Account Series II

 

BlackRock U.S. Mortgage Portfolio

    0.25%       None  

 

Agreed to and accepted as of October 18, 2021.
EACH INVESTMENT COMPANY LISTED ABOVE ON BEHALF OF ITSELF AND ON BEHALF OF ITS FUNDS LISTED ABOVE

 

By:  

/s/ John Perlowski

  Name: John Perlowski
  Title: President and Chief Executive Officer

 

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Schedule A to Select Pricing System Amended and Restated Plan

Exhibit 14(b)

SCHEDULE A TO

SELECT PRICING SYSTEM

AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3 UNDER THE

INVESTMENT COMPANY ACT

BlackRock Advantage Global Fund, Inc.

BlackRock Advantage SMID Cap Fund, Inc.

BlackRock Balanced Capital Fund, Inc.

BlackRock Bond Fund, Inc.

BlackRock Total Return Fund

BlackRock Sustainable Total Return Fund

BlackRock California Municipal Series Trust

BlackRock California Municipal Opportunities Fund

BlackRock Capital Appreciation Fund, Inc.

BlackRock Emerging Markets Fund, Inc.

BlackRock Equity Dividend Fund

BlackRock EuroFund

BlackRock Financial Institutions Series Trust

BlackRock Summit Cash Reserves Fund

BlackRock Funds VII, Inc.

BlackRock Asian Dragon Fund

BlackRock Sustainable International Equity Fund

BlackRock Sustainable U.S. Growth Equity Fund

BlackRock Sustainable U.S. Value Equity Fund

BlackRock Global Allocation Fund, Inc.

BlackRock Index Funds, Inc.

iShares MSCI EAFE International Index Fund

iShares Russell 2000 Small-Cap Index Fund

BlackRock Large Cap Focus Growth Fund, Inc.

BlackRock Large Cap Focus Value Fund, Inc.

BlackRock Large Cap Series Funds, Inc.

BlackRock Advantage Large Cap Core Fund

BlackRock Advantage Large Cap Value Fund

BlackRock Event Driven Equity Fund

BlackRock Latin America Fund, Inc.

BlackRock Long-Horizon Equity Fund

BlackRock Mid-Cap Value Series, Inc.

BlackRock Mid-Cap Value Fund

BlackRock Multi-State Municipal Series Trust

BlackRock New Jersey Municipal Bond Fund

BlackRock New York Municipal Opportunities Fund

BlackRock Pennsylvania Municipal Bond Fund

BlackRock Municipal Bond Fund, Inc.

BlackRock High Yield Municipal Fund

BlackRock National Municipal Fund

BlackRock Short-Term Municipal Fund

BlackRock Municipal Series Trust

BlackRock Strategic Municipal Opportunities Fund

BlackRock Natural Resources Trust

BlackRock Series, Inc.

BlackRock International Fund

BlackRock Strategic Global Bond Fund, Inc.

 

- 1 -


Managed Account Series

BlackRock GA Disciplined Volatility Equity Fund

BlackRock GA Dynamic Equity Fund

Managed Account Series II

BlackRock U.S. Mortgage Portfolio

Amended October 18, 2021

 

- 2 -


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