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
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).
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
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”).
