TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT dated as of November 17, 2010 among the Borrowers party hereto, the Banks party hereto, The Bank of New York Mellon, as Syndication Agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC...
EXHIBIT (b)
EXHIBIT (b)
EXECUTION VERSION
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT
dated as of
November 17, 2010
among
the Borrowers party hereto,
the Banks party hereto,
The Bank of New York Mellon,
as Syndication Agent,
State Street Bank and Trust Company,
Citibank, N.A., and
HSBC Bank USA, N.A.,
Documentation Agents
and
JPMorgan Chase Bank, N.A.,
as Administrative Agent
Arranged by
▇.▇. ▇▇▇▇▇▇ Securities LLC,
as Sole Lead Arranger and Sole Bookrunner
related to the Credit Agreement dated as of November 18, 2009
THIS TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “TRR Agreement”), dated as of November 17, 2010 among certain borrowers set forth on the signature pages hereto (each, a “Borrower”), the various financial institutions parties to this TRR Agreement (collectively, the “Banks”), The Bank of New York Mellon, as syndication agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC Bank USA, N.A., as documentation agents, and JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”).
WHEREAS, certain of the Borrowers, certain of the Banks, the Administrative Agent and various other agents entered into a Credit Agreement dated as of November 18, 2009 (as such Credit Agreement has been and may be terminated, replaced and restated, amended, supplemented or otherwise modified from time to time, the “Original Credit Agreement”; terms defined in the Original Credit Agreement are, unless otherwise defined or the context otherwise requires, used herein as defined therein); and
WHEREAS, the Original Credit Agreement is to be terminated as provided herein, and the Banks and the Administrative Agent are willing, subject to the terms and conditions of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
SECTION 1: TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in Section 2 hereof:
1.1 The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement identical in form and substance to the Original Credit Agreement except as expressly set forth below (the “New Credit Agreement”).
1.2 The heading of the New Credit Agreement shall read as follows:
“THIS CREDIT AGREEMENT, dated as of November 17, 2010, is made by and among each of the investment companies, and to the extent any Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, each Delaware LLC, Trust or Maryland corporation on behalf of such Borrower, as are or may become party hereto listed on the signature pages hereto or hereafter added hereto, the various banks as are or may become party hereto (collectively, the “Banks”), The Bank of New York Mellon, as syndication agent, State Street Bank and Trust Company, Citibank, N.A., and HSBC Bank USA, N.A., as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Banks.”
1.3 Definitions. Section 1.1 of the New Credit Agreement is hereby amended so that the following definitions are either added or, as applicable, amended and restated to read in their entirety as stated below:
“Applicable Margin” means, for any day, 1.00% per annum.
“Effective Date” means November 17, 2010.
“Termination Date” means November 16, 2011, or such earlier date on which the Commitments shall terminate as provided herein, provided that the Termination Date (and each Bank’s Commitment to make Loans hereunder) may be extended in accordance with Section 2.6 hereof.
1.4 Section 2.10(a) of the New Credit Agreement is hereby amended to read in its entirety as follows:
“(a) Subject to the allocation requirements of Section 2.14, during the Revolving Credit Period, each of the Borrowers severally shall pay to the Administrative Agent for the account of each Bank its pro rata share of the commitment fee at the rate of 0.08% per annum on the daily amount by which the aggregate amount of such Bank’s Commitment Amount exceeded the aggregate outstanding principal amount of the Loans made by such Bank. For the purpose of calculating the commitment fee, Swing Advances shall not be considered to be outstanding Loans.”
1.5 Schedule 1. Schedule 1 to the New Credit Agreement is hereby amended to read as set forth as Schedule 1 to this TRR Agreement.
1.6 Schedule 4.9. Schedule 4.9 to the New Credit Agreement is hereby amended to read as set forth as Schedule 4.9 to this TRR Agreement.
1.7 Schedule 5.20. Schedule 5.20 to the New Credit Agreement is hereby amended to read as set forth as Schedule 5.20 to this TRR Agreement.
SECTION 2: CONDITIONS PRECEDENT. This TRR Agreement shall become effective when each of the conditions precedent set forth in this Section 2 shall have been satisfied.
2.1 Receipt of Amendment. This TRR Agreement shall have been duly executed by the Borrowers, the Administrative Agent and the Banks.
2.2 Opinion of Counsel. The Administrative Agent shall have received from each Borrower an opinion of counsel to the Borrowers in form satisfactory to the Administrative Agent; provided that only limited opinions shall be provided with respect to Borrowers as previously agreed upon between the Adviser and the Administrative Agent.
2.3 Compliance with Warranties, No Default, etc. Both before and after giving effect to the effectiveness of this TRR Agreement, the following statements by each Borrower and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, shall be true and correct (and each Borrower, and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, by its execution of this TRR Agreement, hereby severally represents and warrants to the Banks with respect to itself that such statements are true and correct as at such times):
(a) the representations and warranties with respect to such Borrower set forth in Article IV of the New Credit Agreement, shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and
(b) no Default or Event of Default shall have then occurred and be continuing with respect to such Borrower.
2.4 Receipt of Allocation Notice. The Administrative Agent shall have received an Allocation Notice from the Borrowers.
SECTION 3: REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into this TRR Agreement, each Borrower and, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation, not in its individual capacity, but on behalf of such Borrower, severally represents and warrants with respect to itself to each Bank as follows:
3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such Borrower or, to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation on behalf of such Borrower, of this TRR Agreement is within such Borrower’s, or to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC’s, Trust’s or Maryland corporation’s limited liability company, trust or corporate powers, as the case may be, have been duly authorized by all necessary limited liability company, trust or corporate action, as applicable, on the part of such Borrower or, to the extent such Borrower is a series of a Delaware LLC, Trust or Maryland corporation, such Delaware LLC, Trust or such Maryland corporation, and do not:
(a) conflict with such Borrower’s, or to the extent such Borrower is a series of a Delaware LLC, Trust or Maryland corporation, such Delaware LLC’s, Trust’s or Maryland corporation’s Organization Documents;
(b) conflict with the most recent Prospectus or the most recent SAI (if applicable) of, any law applicable to, material agreement binding upon, or court or administrative order or decree applicable to, such Borrower; or
(c) result in, or require the creation or imposition of, any Lien on any of such Borrower’s assets.
2
3.2 Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required for the due execution, delivery or performance of this TRR Agreement by such Borrower, or to the extent Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, Trust or Maryland corporation.
3.3 Validity, etc. This TRR Agreement constitutes the legal, valid and binding obligation of such Borrower enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
SECTION 4: MISCELLANEOUS.
4.1 Effectiveness. Until the occurrence of the earlier to occur of the date of effectiveness of this TRR Agreement as provided in Section 2 hereof and the Termination Date (as defined in the Original Credit Agreement), the Original Credit Agreement shall continue in full force and effect in accordance with the provisions thereof and the rights and obligations of the parties thereto shall not be affected hereby, and all fees and interest accruing under the Original Credit Agreement shall continue to accrue at the rates provided for therein. Upon the effectiveness hereof, all rights and obligations of the parties shall be as set forth in the New Credit Agreement (except that any provision of the Original Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).
4.2 Payment of Costs and Expenses. Each Borrower severally agrees to pay on demand its pro rata share of all reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent) in connection with the negotiation, preparation, execution and delivery of this TRR Agreement.
4.3 Severability. Any provision of this TRR Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this TRR Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
4.4 Headings. The various headings of this TRR Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this TRR Agreement or any provisions hereof.
4.5 Execution in Counterparts. This TRR Agreement may be executed by the parties hereto in several counterparts (including by facsimile or other reliable electronic transmission), each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
4.6 Governing Law. THIS TRR AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
4.7 Successors and Assigns. This TRR Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
[Remainder of this page intentionally left blank; signature pages to follow.]
3
IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
| JPMORGAN CHASE BANK, N.A. | ||
| By: | ||
|
Name: |
||
| Title: | ||
4
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
Accepted and agreed to as of
the date first above written:
| Maryland Corporations: | |
| BLACKROCK BALANCED CAPITAL FUND, INC. | |
| BLACKROCK BOND FUND, INC., on behalf of the | |
| following series: | |
| *BlackRock High Income Fund | |
| BLACKROCK CAPITAL APPRECIATION FUND, INC. | |
| BLACKROCK FOCUS VALUE FUND, INC. | |
| BLACKROCK GLOBAL ALLOCATION FUND, INC. | |
| BLACKROCK GLOBAL EMERGING MARKETS | |
| FUND, INC. | |
| BLACKROCK GLOBAL GROWTH FUND, INC. | |
| BLACKROCK GLOBAL SMALLCAP FUND, INC. | |
| BLACKROCK HEALTHCARE FUND, INC. | |
| BLACKROCK LARGE CAP SERIES FUNDS, INC., on | |
| behalf of the following series: | |
| *BlackRock Large Cap Core Plus Fund | |
| BLACKROCK LATIN AMERICA FUND, INC. | |
| BLACKROCK MID CAP VALUE OPPORTUNITIES | |
| SERIES, INC., on behalf of the following series: | |
| *BlackRock Mid Cap Value Opportunities Fund | |
| BLACKROCK MUNICIPAL BOND FUND, INC., on | |
| behalf of each of the following series: | |
| *BlackRock High Yield Municipal Fund | |
| *BlackRock Municipal Insured Fund | |
| *BlackRock National Municipal Fund | |
| *BlackRock Short-Term Municipal Fund | |
| BLACKROCK PACIFIC FUND, INC. |
5
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| BLACKROCK SERIES FUND, INC., on behalf of each | |
| of the following series: | |
| *BlackRock Balanced Capital Portfolio | |
| *BlackRock Capital Appreciation Portfolio (formerly | |
| named BlackRock Fundamental Growth Portfolio) | |
| *BlackRock Global Allocation Portfolio | |
| *BlackRock Government Income Portfolio | |
| *BlackRock High Income Portfolio | |
| *BlackRock Large Cap Core Portfolio | |
| *BlackRock Total Return Portfolio | |
| BLACKROCK UTILITIES AND | |
| TELECOMMUNICATIONS FUND, INC. | |
| BLACKROCK VARIABLE SERIES FUNDS, INC., on | |
| behalf of each of the following series: | |
| *BlackRock Balanced Capital V.I. Fund | |
| *BlackRock Basic Value V.I. Fund | |
| *BlackRock Capital Appreciation V.I. Fund | |
| (formerly named BlackRock Fundamental Growth | |
| V.I. Fund) | |
| *BlackRock Equity Dividend V.I. Fund (formerly | |
| named BlackRock Utilities and Telecommunications | |
| V.I. Fund) | |
| *BlackRock Global Allocation V.I. Fund | |
| *BlackRock Global Opportunities V.I. Fund | |
| (formerly named BlackRock Global Growth V.I. | |
| Fund) | |
| *BlackRock Government Income V.I. Fund | |
| *BlackRock High Income V.I. Fund | |
| *BlackRock International Value V.I. Fund | |
| *BlackRock Large Cap Core V.I. Fund | |
| *BlackRock Large Cap Growth V.I. Fund | |
| *BlackRock Large Cap Value V.I. Fund | |
| *BlackRock S&P 500 Index V.I. Fund | |
| *BlackRock Total Return V.I. Fund | |
| *BlackRock Value Opportunities V.I. Fund | |
| BLACKROCK WORLD INCOME FUND, INC. | |
| FDP SERIES, INC., on behalf of each of the following | |
| series: | |
| *Franklin ▇▇▇▇▇▇▇▇▇ Total Return FDP Fund | |
| *▇▇▇▇▇▇▇ Growth FDP Fund | |
| *MFS Research International FDP Fund | |
| *▇▇▇ ▇▇▇▇▇▇ Value FDP Fund |
6
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| Massachusetts Business Trusts: | |
| BLACKROCK CALIFORNIA MUNICIPAL SERIES | |
| TRUST, on behalf of the following series: | |
| *BlackRock California Municipal Bond Fund | |
| BLACKROCK EQUITY DIVIDEND FUND | |
| BLACKROCK EUROFUND | |
| BLACKROCK FUNDS SM, on behalf of each of the | |
| following series: | |
| *BlackRock All-Cap Energy & Resources Portfolio | |
| *BlackRock Asset Allocation Portfolio | |
| *BlackRock Energy & Resources Portfolio | |
| *BlackRock Exchange Portfolio | |
| *BlackRock Global Opportunities Portfolio | |
| *BlackRock Health Sciences Opportunities Portfolio | |
| *BlackRock International Opportunities Portfolio | |
| *BlackRock Mid-Cap Growth Equity Portfolio | |
| *BlackRock Mid-Cap Value Equity Portfolio | |
| *BlackRock Science & Technology Opportunities | |
| Portfolio | |
| *BlackRock Small Cap Core Equity Portfolio | |
| *BlackRock Small Cap Growth Equity Portfolio | |
| *BlackRock Small/Mid-Cap Growth Portfolio | |
| *BlackRock U.S. Opportunities Portfolio | |
| *BlackRock World Gold Fund |
7
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| BLACKROCK FUNDS II, on behalf of each of the | |
| following series: | |
| *BlackRock Aggressive Growth Prepared Portfolio | |
| *BlackRock AMT-Free Municipal Bond Portfolio | |
| *BlackRock Bond Portfolio | |
| *BlackRock Conservative Prepared Portfolio | |
| *BlackRock Emerging Market Debt Portfolio | |
| *BlackRock Floating Rate Income Portfolio | |
| *BlackRock Global Dividend Portfolio (formerly | |
| named BlackRock Income Builder Portfolio) | |
| *BlackRock GNMA Portfolio | |
| *BlackRock Government Income Portfolio | |
| *BlackRock Growth Prepared Portfolio | |
| *BlackRock High Yield Bond Portfolio | |
| *BlackRock Income Portfolio | |
| *BlackRock Inflation Protected Bond Portfolio | |
| *BlackRock Intermediate Government Bond | |
| Portfolio | |
| *BlackRock International Bond Portfolio | |
| *BlackRock Kentucky Municipal Bond Portfolio | |
| *BlackRock Long Duration Bond Portfolio | |
| *BlackRock Low Duration Bond Portfolio | |
| *BlackRock Managed Income Portfolio | |
| *BlackRock Moderate Prepared Portfolio | |
| *BlackRock Multi-Sector Bond Portfolio | |
| *BlackRock Ohio Municipal Bond Portfolio | |
| *BlackRock Prepared Portfolio 2010 | |
| *BlackRock Prepared Portfolio 2015 | |
| *BlackRock Prepared Portfolio 2020 | |
| *BlackRock Prepared Portfolio 2025 | |
| *BlackRock Prepared Portfolio 2030 | |
| *BlackRock Prepared Portfolio 2035 | |
| *BlackRock Prepared Portfolio 2040 | |
| *BlackRock Prepared Portfolio 2045 | |
| *BlackRock Prepared Portfolio 2050 | |
| *BlackRock Strategic Income Opportunities Portfolio | |
| (formerly named BlackRock Strategic Income | |
| Portfolio) | |
| *BlackRock Total Return Portfolio II | |
| BLACKROCK INTERNATIONAL VALUE TRUST, on | |
| behalf of the following series: | |
| *BlackRock International Value Fund | |
| BLACKROCK MULTI-STATE MUNICIPAL SERIES | |
| TRUST, on behalf of each of the following series: | |
| *BlackRock New Jersey Municipal Bond Fund | |
| *BlackRock New York Municipal Bond Fund | |
| *BlackRock Pennsylvania Municipal Bond Fund |
8
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| BLACKROCK MUNICIPAL SERIES TRUST, on behalf | |
| of the following series: | |
| *BlackRock Intermediate Municipal Fund | |
| BLACKROCK NATURAL RESOURCES TRUST | |
| Delaware Statutory Trusts: | |
| BLACKROCK BOND ALLOCATION TARGET | |
| SHARES, on behalf of each of the following series: | |
| *Bond Allocation Target Shares Series C | |
| *Bond Allocation Target Shares Series M | |
| *Bond Allocation Target Shares Series N | |
| *Bond Allocation Target Shares Series S | |
| BLACKROCK GLOBAL DYNAMIC EQUITY FUND | |
| MANAGED ACCOUNT SERIES, on behalf of: | |
| *Global SmallCap Portfolio | |
| *High Income Portfolio | |
| *Mid Cap Value Opportunities Portfolio | |
| *US Mortgage Portfolio | |
| MASTER INVESTMENT PORTFOLIO, on behalf of: | |
| *Active Stock Master Portfolio | |
| *Bond Index Master Portfolio | |
| *CoreAlpha Bond Master Portfolio | |
| *LifePath 2020 Master Portfolio | |
| *LifePath 2030 Master Portfolio | |
| *LifePath 2040 Master Portfolio | |
| *LifePath 2050 Master Portfolio | |
| *LifePath Retirement Master Portfolio | |
| *S&P 500 Stock Master Portfolio | |
| Delaware Limited Liability Companies: | |
| BLACKROCK MASTER LLC, on behalf of each of the | |
| following series: | |
| *BlackRock Master International Portfolio | |
| *BlackRock Master Small Cap Growth Portfolio | |
| GLOBAL FINANCIAL SERVICES MASTER LLC, on | |
| behalf of the following series: | |
| *Global Financial Services Portfolio | |
| MASTER BASIC VALUE LLC | |
| MASTER BOND LLC, on behalf of the following series: | |
| *Master Total Return Portfolio | |
| MASTER FOCUS GROWTH LLC |
9
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| MASTER LARGE CAP SERIES LLC, on behalf of each | |
| of the following series: | |
| *Master Large Cap Core Portfolio | |
| *Master Large Cap Growth Portfolio | |
| *Master Large Cap Value Portfolio | |
| MASTER SENIOR FLOATING RATE LLC | |
| MASTER VALUE OPPORTUNITIES LLC | |
| QUANTITATIVE MASTER SERIES LLC, on behalf of | |
| each of the following series: | |
| *Master Core Bond Enhanced Index Series | |
| *Master Enhanced International Series | |
| *Master Enhanced S&P 500 Series | |
| *Master Enhanced Small Cap Series | |
| *Master Extended Market Index Series | |
| *Master International Index Series | |
| *Master MidCap Index Series | |
| *Master S&P 500 Index Series | |
| *Master Small Cap Index Series | |
| SHORT-TERM BOND MASTER LLC, on behalf of the | |
| following series: | |
| *Short-Term Bond Master Portfolio |
| By: | ||
|
Name: |
||
| Title: |
10
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| THE BANK OF NEW YORK MELLON | ||
| By: | ||
|
Name: |
||
| Title: | ||
11
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| STATE STREET BANK AND TRUST COMPANY | ||
| By: | ||
|
Name: |
||
| Title: | ||
12
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| HSBC BANK USA, N.A. | ||
| By: | ||
|
Name: |
||
| Title: | ||
13
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| CITIBANK, N.A. | ||
| By: | ||
|
Name: |
||
| Title: | ||
14
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. | ||
| By: | ||
|
Name: |
||
| Title: | ||
15
BLACKROCK FUNDS
NOVEMBER 2010 TRR
SIGNATURE PAGE
| BANK OF AMERICA, N.A. | ||
| By: | ||
|
Name: |
||
| Title: | ||
16
Schedule 1
ADDRESSES FOR NOTICES AND
COMMITMENT AMOUNTS
|
|
|
| JPMorgan Chase Bank, N.A. | Commitment Amount: $100,000,000 |
| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | Commitment Percentage: 20% |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ | |
| Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ | |
| Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ | |
| and | |
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
|
|
| The Bank of New York Mellon | Commitment Amount: $100,000,000 |
| One Wall Street | Commitment Percentage: 20% |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: Ms. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Telephone: ▇▇▇.▇▇▇.▇▇▇▇ | |
| Facsimile: 212.635.8541 | |
|
|
|
| State Street Bank and Trust Company | Commitment Amount: $90,000,000 |
| Mutual Fund Lending | Commitment Percentage: 18% |
| Lafayette Corporate Center | |
| ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ | |
|
|
|
| HSBC Bank USA | Commitment Amount: $75,000,000 |
| ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ | Commitment Percentage: 15% |
| ▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: Mr. ▇▇▇▇ ▇▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ | |
|
|
|
Sch. 1-1
|
|
|
| Citibank, N.A. | Commitment Amount: $75,000,000 |
| ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇ | Commitment Percentage: 15% |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ | |
|
|
|
| ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. | Commitment Amount: $35,000,000 |
| ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ | Commitment Percentage: 7% |
| ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ | |
|
|
|
| Bank of America, N.A. | Commitment Amount: $25,000,000 |
| One Bryant Park | Commitment Package: 5% |
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Telephone: ▇▇▇-▇▇▇-▇▇▇▇ | |
| Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ | |
|
|
|
Sch. 1-2
Schedule 4.9
BORROWERS WITH LESS THAN 25% OF ASSETS IN MARGIN STOCK
Master Senior Floating Rate LLC
BlackRock California Municipal Series Trust,
on behalf of the following series:
*BlackRock California Municipal Bond Fund
BlackRock Multi-State Municipal Series Trust,
on behalf of each of the following series:
*BlackRock New Jersey Municipal Bond Fund
*BlackRock New York Municipal Bond Fund
*BlackRock Pennsylvania Municipal Bond Fund
BlackRock Municipal Bond Fund, Inc.,
on behalf of each of the following series:
*BlackRock High Yield Municipal Fund
*BlackRock Municipal Insured Fund
*BlackRock National Municipal Fund
*BlackRock Short-Term Municipal Fund
BlackRock Municipal Series Trust,
on behalf of the following series:
*BlackRock Intermediate Municipal Fund
BlackRock Series Funds, Inc.,
on behalf of the following series:
*BlackRock Government Income Portfolio
BlackRock Variable Series Funds, Inc.,
on behalf of the following series:
*BlackRock Government Income V.I. Fund
Sch. 4.9-1
Schedule 5.20
LIST OF CUSTODIANS
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| NAME OF BORROWER | NAME OF CUSTODIAN* |
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| Maryland Corporations: | |
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| BLACKROCK BALANCED CAPITAL FUND, INC. | BONY |
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| BLACKROCK BOND FUND, INC., on behalf of the following series: | State Street |
| *BlackRock High Income Fund | |
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| BLACKROCK CAPITAL APPRECIATION FUND, INC. | PFPC |
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| BLACKROCK FOCUS VALUE FUND, INC. | JPMorgan Chase |
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| BLACKROCK GLOBAL ALLOCATION FUND, INC. | ▇▇▇▇▇ Brothers |
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| BLACKROCK GLOBAL EMERGING MARKETS FUND, INC. | ▇▇▇▇▇ Brothers |
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| BLACKROCK GLOBAL GROWTH FUND, INC. | State Street |
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| BLACKROCK GLOBAL SMALLCAP FUND, INC. | ▇▇▇▇▇ Brothers |
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| BLACKROCK HEALTHCARE FUND, INC. | JPMorgan Chase |
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| BLACKROCK LARGE CAP SERIES FUNDS, INC., on behalf of | ▇▇▇▇▇ Brothers |
| the following series: | |
| *BlackRock Large Cap Core Plus Fund | |
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| BLACKROCK LATIN AMERICA FUND, INC. | ▇▇▇▇▇ Brothers |
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| BLACKROCK MID CAP VALUE OPPORTUNITIES SERIES, INC., | BONY |
| on behalf of the following series: | |
| *BlackRock Mid Cap Value Opportunities Fund | |
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| BLACKROCK MUNICIPAL BOND FUND, INC., on behalf of each | All BONY |
| of the following series: | |
| *BlackRock High Yield Municipal Fund | |
| *BlackRock Municipal Insured Fund | |
| *BlackRock National Municipal Fund | |
| *BlackRock Short-Term Municipal Fund | |
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| BLACKROCK PACIFIC FUND, INC. | ▇▇▇▇▇ Brothers |
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| BLACKROCK SERIES FUND, INC., on behalf of each of the | All BONY, except as otherwise |
| following series: | indicated. |
| *BlackRock Balanced Capital Portfolio | |
| *BlackRock Capital Appreciation Portfolio | |
| *BlackRock Global Allocation Portfolio | ▇▇▇▇▇ Brothers |
| *BlackRock Government Income Portfolio | |
| *BlackRock High Income Portfolio | |
| *BlackRock Large Cap Core Portfolio | |
| *BlackRock Total Return Portfolio | |
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| BLACKROCK UTILITIES AND TELECOMMUNICATIONS | JPMorgan Chase |
| FUND, INC. | |
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| BLACKROCK WORLD INCOME FUND, INC. | State Street |
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Sch. 5.20-1
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| NAME OF BORROWER | NAME OF CUSTODIAN* |
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| BLACKROCK VARIABLE SERIES FUNDS, INC., on behalf of | All BONY, except as otherwise |
| each of the following series: | indicated. |
| *BlackRock Balanced Capital V.I. Fund | |
| *BlackRock Basic Value V.I. Fund | |
| *BlackRock Capital Appreciation V.I. Fund | |
| *BlackRock Equity Dividend V.I. Fund | ▇▇▇▇▇ Brothers |
| *BlackRock Global Allocation V.I. Fund | |
| *BlackRock Global Opportunities V.I. Fund | |
| *BlackRock Government Income V.I. Fund | |
| *BlackRock High Income V.I. Fund | |
| *BlackRock S&P 500 Index V.I. Fund | ▇▇▇▇▇ Brothers |
| *BlackRock International Value V.I. Fund | |
| *BlackRock Large Cap Core V.I. Fund | ▇▇▇▇▇ Brothers |
| *BlackRock Large Cap Growth V.I. Fund | |
| *BlackRock Large Cap Value V.I. Fund | |
| *BlackRock Total Return V.I. Fund | |
| *BlackRock Value Opportunities V.I. Fund | |
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| FDP SERIES, INC., on behalf of each of the following series: | All ▇▇▇▇▇ Brothers |
| *Franklin ▇▇▇▇▇▇▇▇▇ Total Return FDP Fund | |
| *▇▇▇▇▇▇▇ Growth FDP Fund | |
| *MFS Research International FDP Fund | |
| *▇▇▇ ▇▇▇▇▇▇ Value FDP Fund | |
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| Massachusetts Business Trusts: | |
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| BLACKROCK CALIFORNIA MUNICIPAL SERIES TRUST, on | BONY |
| behalf of the following series: | |
| *BlackRock California Municipal Bond Fund | |
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| BLACKROCK EQUITY DIVIDEND FUND | State Street |
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| BLACKROCK EUROFUND | ▇▇▇▇▇ Brothers |
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| BLACKROCK FUNDS, on behalf of the following series: | All PFPC |
| *BlackRock All-Cap Energy & Resources Portfolio | |
| *BlackRock Asset Allocation Portfolio | |
| *BlackRock Energy & Resources Portfolio | |
| *BlackRock Exchange Portfolio | |
| *BlackRock Global Opportunities Portfolio | |
| *BlackRock Health Sciences Opportunities Portfolio | |
| *BlackRock International Opportunities Portfolio | |
| *BlackRock Mid-Cap Growth Equity Portfolio | |
| *BlackRock Mid-Cap Value Equity Portfolio | |
| *BlackRock Science & Technology Opportunities Portfolio | |
| *BlackRock Small Cap Core Equity Portfolio | |
| *BlackRock Small Cap Growth Equity Portfolio | |
| *BlackRock Small/Mid-Cap Growth Equity Portfolio | |
| *BlackRock U.S. Opportunities Portfolio | |
| *BlackRock World Gold Fund | |
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Sch. 5.20-2
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| NAME OF BORROWER | NAME OF CUSTODIAN* |
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| BLACKROCK FUNDS II, on behalf of each of the following series: | All PFPC, except as otherwise indicated |
| *BlackRock Aggressive Growth Prepared Portfolio | |
| *BlackRock AMT-Free Municipal Bond Portfolio | |
| *BlackRock Bond Portfolio | |
| *BlackRock Conservative Prepared Portfolio | |
| *BlackRock Emerging Markets Debt Portfolio | ▇▇▇▇▇ Brothers |
| *BlackRock Floating Rate Income Portfolio | |
| *BlackRock Global Dividend Portfolio | |
| *BlackRock GNMA Portfolio | |
| *BlackRock Government Income Portfolio | |
| *BlackRock Growth Prepared Portfolio | |
| *BlackRock High Yield Bond Portfolio | |
| *BlackRock Income Portfolio | |
| *BlackRock Inflation Protected Bond Portfolio | |
| *BlackRock Intermediate Government Bond Portfolio | |
| *BlackRock International Bond Portfolio | |
| *BlackRock Kentucky Municipal Bond Portfolio | |
| *BlackRock Long Duration Bond Portfolio | |
| *BlackRock Low Duration Bond Portfolio | |
| *BlackRock Managed Income Portfolio | |
| *BlackRock Moderate Prepared Portfolio | |
| *BlackRock Multi-Sector Bond Portfolio | |
| *BlackRock Ohio Municipal Bond Portfolio | |
| *BlackRock Prepared Portfolio 2010 | |
| *BlackRock Prepared Portfolio 2015 | |
| *BlackRock Prepared Portfolio 2020 | |
| *BlackRock Prepared Portfolio 2025 | |
| *BlackRock Prepared Portfolio 2030 | |
| *BlackRock Prepared Portfolio 2035 | |
| *BlackRock Prepared Portfolio 2040 | |
| *BlackRock Prepared Portfolio 2045 | |
| *BlackRock Prepared Portfolio 2050 | |
| *BlackRock Strategic Income Opportunities Portfolio | |
| *BlackRock Total Return Portfolio II | |
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| BLACKROCK INTERNATIONAL VALUE TRUST, on behalf of | ▇▇▇▇▇ Brothers |
| the following series: | |
| *BlackRock International Value Fund | |
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| BLACKROCK MULTI-STATE MUNICIPAL SERIES TRUST, on | All State Street |
| behalf of each of the following series: | |
| *BlackRock New Jersey Municipal Bond Fund | |
| *BlackRock New York Municipal Bond Fund | |
| *BlackRock Pennsylvania Municipal Bond Fund | |
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| BLACKROCK MUNICIPAL SERIES TRUST, on behalf of the | State Street |
| following series: | |
| *BlackRock Intermediate Municipal Fund | |
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| BLACKROCK NATURAL RESOURCES TRUST | BONY |
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Sch. 5.20-3
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| NAME OF BORROWER | NAME OF CUSTODIAN* |
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| Delaware Statutory Trusts: | |
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| BLACKROCK BOND ALLOCATION TARGET SHARES, on | All PFPC |
| behalf of each of the following series: | |
| *Bond Allocation Target Shares Series C | |
| *Bond Allocation Target Shares Series M | |
| *Bond Allocation Target Shares Series N | |
| *Bond Allocation Target Shares Series S | |
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| BLACKROCK GLOBAL DYNAMIC EQUITY FUND | ▇▇▇▇▇ Brothers |
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| MANAGED ACCOUNT SERIES, on behalf of: | |
| *Global SmallCap Portfolio | ▇▇▇▇▇ Brothers |
| *High Income Portfolio | State Street |
| *Mid Cap Value Opportunities Portfolio | ▇▇▇▇▇ Brothers |
| *US Mortgage Portfolio | State Street |
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| MASTER INVESTMENT PORTFOLIO, on behalf of: | All State Street |
| *Active Stock Master Portfolio | |
| *Bond Index Master Portfolio | |
| *CoreAlpha Bond Master Portfolio | |
| *LifePath 2020 Master Portfolio | |
| *LifePath 2030 Master Portfolio | |
| *LifePath 2040 Master Portfolio | |
| *LifePath 2050 Master Portfolio | |
| *LifePath Retirement Master Portfolio | |
| *S&P 500 Stock Master Portfolio | |
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| Delaware LLCs: | |
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| BLACKROCK MASTER LLC, on behalf of each of the following | All ▇▇▇▇▇ Brothers |
| series: | |
| *BlackRock Master International Portfolio | |
| *BlackRock Master Small Cap Growth Portfolio | |
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| GLOBAL FINANCIAL SERVICES MASTER LLC, on behalf of | ▇▇▇▇▇ Brothers |
| the following series: | |
| *Global Financial Services Portfolio | |
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| MASTER BOND LLC, on behalf of the following series: | State Street |
| *Master Total Return Bond Portfolio | |
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| MASTER BASIC VALUE LLC | BONY |
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| MASTER FOCUS GROWTH LLC | BONY |
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| MASTER LARGE CAP SERIES LLC, on behalf of each of the | All ▇▇▇▇▇ Brothers |
| following series: | |
| *Master Large Cap Core Portfolio | |
| *Master Large Cap Growth Portfolio | |
| *Master Large Cap Value Portfolio | |
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| MASTER SENIOR FLOATING RATE LLC | BONY |
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| MASTER VALUE OPPORTUNITIES LLC | BONY |
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Sch. 5.20-4
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| NAME OF BORROWER | NAME OF CUSTODIAN* |
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| QUANTITATIVE MASTER SERIES LLC, on behalf of each of the | All JPMorgan Chase, except as |
| following series: | otherwise indicated |
| *Master Core Bond Enhanced Index Series | |
| *Master Enhanced International Series | |
| *Master Enhanced S&P 500 Series | |
| *Master Enhanced Small Cap Series | |
| *Master Extended Market Index Series | |
| *Master International Index Series | |
| *Master MidCap Index Series | |
| *Master S&P 500 Index Series | State Street |
| *Master SmallCap Index Series | State Street |
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| SHORT-TERM BOND MASTER LLC, on behalf of the following | ▇▇▇▇▇ Brothers |
| series: | |
| *Short-Term Bond Master Portfolio | |
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| * | 1. “BONY” = The Bank of New York Mellon |
| 2. “▇▇▇▇▇ Brothers” = ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. | |
| 3. “JPMorgan Chase” = JPMorgan Chase Bank, N.A. | |
| 4. “State Street” = State Street Bank and Trust Company | |
| 5. “PFPC” = PFPC Trust Company |
Sch. 5.20-5