SUB-INVESTMENT ADVISORY AGREEMENT
This SUB-INVESTMENT ADVISORY AGREEMENT dated June 9, 2025 (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 Private Investments Fund (the “Fund”), which is
an closed-end management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”);
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 Amended and Restated Investment Management Agreement
between the Advisor and the Fund, dated January 31, 2024 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, 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 Fund’s Board of Trustees, 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 3 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 Fund’s Board of Trustees,
provide to the Advisor or the Fund 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 Fund 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 Fund under the Advisory Agreement. The
Sub-Advisor will provide the services rendered by it under this Agreement in
accordance with the Fund’s investment objectives, 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 Fund’s Board of Trustees.
The Sub-Advisor represents,
warrants and covenants that it is authorized and regulated by the FCA.
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 Securities and Exchange Commission (the “SEC”); (ii) any other applicable
provision of law; (iii) the provisions of the Amended and Restated Declaration
of Trust and the Amended and Restated Bylaws 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 the Fund’s Registration Statement on Form N-2 and/or the
resolutions of the Board of Trustees; and (v) any policies and determinations
of the Board of Trustees of the Fund.
(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 section, 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 Fund’s Board of Trustees
such periodic and special reports as they may request;
(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.
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 Fund and further agrees
to surrender promptly to the Fund any such records upon the Fund’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 Trustees of the Fund 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)
For that portion of the Fund for which the Sub-Advisor acts as
sub-advisor, 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 pursuant to this Agreement, an annual fee in arrears in an amount
equal to [ ]% of the advisory fees received by the Advisor from the Fund with
respect to the average daily net assets of the Fund allocated to the
Sub-Advisor. 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 Trustees
of the Fund 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 Fund pursuant to Section 9 of that
Agreement or 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 Fund to Advisor under
the Advisory Agreement with respect to the Fund. Advisor shall inform
Sub-Advisor prior to waiving any advisory fees.
8.
Indemnity.
(a) The Fund may, with the prior consent of the
Board of Trustees of the Fund, including a majority of the Trustees of the Fund
who are not “interested persons” of the Fund (as defined in
Section 2(a)(19) of the 1940 Act), indemnify the Sub-Advisor, and each of the Sub-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 Sub-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, 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 Fund 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 Fund 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 Fund 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 Fund 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 Trustees of the Fund, including a majority
of the Trustees of the Fund who are not “interested persons” of the Fund (as
defined in Section 2(a)(19) of the 1940 Act).
(b) The Fund may make advance payments in connection
with the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Fund 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 Fund
unless it is subsequently determined that such Indemnitee is entitled to such
indemnification and if the Trustees of the Fund 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 a
security for such Indemnitee’s undertaking, (B) the Fund shall be insured
against losses arising by reason of any unlawful advance, or (C) a majority of
a quorum consisting of Trustees of the Fund who are neither “interested
persons” of the Fund (as defined in Section 2(a)(19) of the 1940 Act) nor
parties to the proceeding (“Disinterested Non-Party Trustees”) 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 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 Trustees of the Fund, 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 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.
9.
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 Fund or the
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 9(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)
Notwithstanding anything to the contrary contained in this
Agreement, the parties hereto acknowledge and agree that this Agreement is
executed by the Trustees and/or officers of the Fund, not individually but as
such Trustees and/or officers of the Fund, and the obligations hereunder are
not binding upon any of the Trustees or shareholders individually but bind only
the estate of the Fund.
10.
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 Fund’s Board of Trustees 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 Trustees, 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 Fund 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 Fund or the Advisor shall be directed or approved by the vote of a
majority of the Trustees of the Fund 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 Fund and the Advisor), and
will terminate automatically upon any termination of the Advisory Agreement
between the Fund 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.)
11.
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.
12.
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 Trustees of the Fund, including a majority of those Trustees
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.
13.
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.
14.
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 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.
15.
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.
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: /s/ Trent Walker
Name: Trent Walker
Title: Managing Director
BLACKROCK INTERNATIONAL LIMITED
By: /s/ Jeanette Teo
Name: Jeanette Teo
Title: Managing Director
BLACKROCK INTERNATIONAL LIMITED
By: /s/ Ruth Leslie
Name: Ruth Leslie
Title: Director