BOFA SECURITIES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of November 19, 2020, is by and between BofA Securities, Inc. (“BofA” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect t
MASTER CUSTODIAN AGREEMENT Between Each BlackRock Entity Listed in Appendix A And State Street Bank and Trust Company Dated as of December 31, 2018Master Custodian Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This Agreement is made as of December 31, 2018 (this “Agreement”), between each BlackRock entity identified on Appendix A and each BlackRock entity which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
AGREEMENT, dated [●], 2021, between BlackRock ESG Capital Allocation Trust (the “Fund”), a Maryland statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.
SEVENTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENTSecurities Lending Agency Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This Seventh Amended and Restated Agreement, dated as of January 1, 2021, between each investment company, severally and not jointly, identified on Schedule A, as such schedule may be amended from time to time (each a “Client”), acting on behalf of itself or the funds listed on Schedule A hereto and any future series of a Client (each, a “Fund”), by and through BlackRock Advisors, LLC (“BlackRock”), not in its individual capacity but as agent and investment advisor, and BlackRock Investment Management, LLC (the “Lending Agent”), a Delaware limited liability company.
Amendment No. 1 to Amended and Restated Master Advisory Fee Waiver AgreementWaiver Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust
This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 24th day of January, 2020, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT Between Each BlackRock Management Investment Company Listed in Schedule A And State Street Bank and Trust Company Dated as of December 31, 2018Administration and Fund Accounting Services Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This Administration and Fund Accounting Services Agreement (“Agreement”) dated and effective as of December 31, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, together with each management investment company which becomes a party to this Agreement in accordance with the terms hereof (each a “Fund” and collectively, the “Funds”).
Amendment No. 3 to Amended and Restated Master Advisory Fee Waiver AgreementBlackRock ESG Capital Allocation Trust • August 17th, 2021
This AMENDMENT NO. 3 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this [●] day of [●], 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
Amended and Restated Master Advisory Fee Waiver AgreementWaiver Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This AMENDED AND RESTATED MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made as of December 1, 2019, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
BOFA SECURITIES, INC. MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Dealers Agreement • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of November 25, 2019, is by and between BofA Securities, Inc. (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
Amended and Restated Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • Massachusetts
This Amended and Restated Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).
BLACKROCK ESG CAPITAL ALLOCATION TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST DATED AS OF SEPTEMBER 24, 2021Agreement and Declaration of Trust • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • Maryland
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 24th day of September, 2021, by the Trustee hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
FEE AGREEMENTFee Agreement • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • New York
Reference is made to the Underwriting Agreement dated September [●], 2021 (the “Underwriting Agreement”), by and among BlackRock ESG Capital Allocation Trust (the “Trust”), BlackRock Advisors, LLC (the “Company”), BlackRock (Singapore) Limited and each of the underwriters named in Schedule A thereto, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
BLACKROCK ESG CAPITAL ALLOCATION TRUST [●] Shares COMMON SHARES OF BENEFICIAL INTEREST (Par Value $0.001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • New York
BlackRock ESG Capital Allocation Trust, a statutory trust duly formed under the laws of the State of Maryland (the “Trust”), the Trust’s investment adviser, BlackRock Advisors, LLC, a Delaware limited liability company (the “Investment Advisor”) and the Trust’s investment sub-adviser, BlackRock (Singapore) Limited, a corporation organized under the laws of Singapore (the “Sub-Advisor” and, together with the Investment Advisor, the “Advisors” and each, an “Advisor”) each confirms its agreement with BofA Securities, Inc. (“BofA Securities”), [●] and [●] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Securities, [●] and [●] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respec
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
AGREEMENT, dated [●], 2021, between Cayman ESG Capital Allocation Fund, Ltd. (the “Fund”), a Cayman Islands exempted company, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust
THIS SUBSCRIPTION AGREEMENT is entered into as of the 29th day of July, 2021, between BlackRock ESG Capital Allocation Trust, a statutory trust organized and existing under the laws of Maryland (the “Trust”), and BlackRock Financial Management, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).
SUB-INVESTMENT ADVISORY AGREEMENTSub-Investment Advisory Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
AGREEMENT dated [●], 2021, among BlackRock ESG Capital Allocation Trust (the “Fund”), a Maryland statutory trust, BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock (Singapore) Limited, a corporation organized under the laws of Singapore (the “Sub-Advisor”).
BLACKROCK ESG CAPITAL ALLOCATION TRUST AGREEMENT AND DECLARATION OF TRUST DATED AS OF MAY 12, 2021BlackRock ESG Capital Allocation Trust • May 28th, 2021 • Maryland
THIS AGREEMENT AND DECLARATION OF TRUST made as of the 12th day of May, 2021, by the Trustee hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
Amendment No. 5 to Amended and Restated Master Advisory Fee Waiver AgreementBlackRock ESG Capital Allocation Trust • August 17th, 2021
This AMENDMENT NO. 5 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this [•] day of [•], 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
Amendment No. 4 to Amended and Restated Master Advisory Fee Waiver AgreementWaiver Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust
This AMENDMENT NO. 4 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 24th day of March, 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • September 27th, 2021 • BlackRock ESG Capital Allocation Trust • New York
STRUCTURING AND SYNDICATION FEE AGREEMENT (the “Agreement”), dated as of September [ ], 2021 by and between BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”) and BlackRock Advisors, LLC (“BlackRock”).
ORGANIZATIONAL AND OFFERING EXPENSES AGREEMENTOrganizational and Offering Expenses Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York
AGREEMENT made this [●] day of [●], 2021, by and between BlackRock ESG Capital Allocation Trust, a Maryland statutory trust (the “Fund”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and is acknowledged and agreed to by BlackRock Investments, LLC (“BRIL”).
