BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND (the “Fund”)
FileNo. 811-07136
Item G.1.b.iii: New or amended investment advisory contracts
Attached please find a copy of theClosed-End Fund Master Advisory Fee Waiver Agreement between the Fund and BlackRock Advisors, LLC.
Closed-End Fund Master Advisory Fee Waiver Agreement
This MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made as of the 2nd day of December, 2016, by and among BlackRock Advisors, LLC (the “Adviser”) an “Adviser”) and each investment company listed onSchedule A attached hereto (each, a “Fund”).
WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as aclosed-end management company, and is organized as a statutory trust under the laws of the State of Delaware, a limited liability company under the laws of the State of Delaware, a business trust under the laws of the Commonwealth of Massachusetts or a corporation under the laws of the State of Maryland;
WHEREAS, the Adviser and each Fund are parties to investment advisory agreements (the “Advisory Agreements”), pursuant to which the Adviser provides investment advisory services to each Fund in consideration of compensation as set forth in each Advisory Agreement (the “Advisory Fee”); and
WHEREAS, the Adviser has determined that it is appropriate and in the best interests of each Fund and its interestholders to waive part of each Fund’s Advisory Fee as set forth inSchedule B attached hereto (the “Fee Waiver”). Each Fund and the Adviser, therefore, have entered into this Agreement in order to effect the Fee Waiver for each Fund at the level specified inSchedule B attached hereto on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.Contractual Fee Waiver. During the Term (as defined in Section 3 below), the Adviser shall waive a portion of its Advisory Fee with respect to each Fund as set forth inSchedule B attached hereto.
2.Voluntary Fee Waiver/Expense Reimbursement. Nothing herein shall preclude an Adviser from contractually waiving other fees and/or reimbursing expenses of any Fund, voluntarily waiving Advisory Fees it is entitled to from any Fund or voluntarily reimbursing expenses of any Fund as the Adviser, in its discretion, deems reasonable or appropriate. Any such voluntary waiver or voluntary expense reimbursement may be modified or terminated by the Adviser at any time in its sole and absolute discretion without the approval of the Fund’s Board of Trustees or Board of Directors, as the case may be.
3.Term; Termination.
3.1Term. The term (“Term”) of the Fee Waiver with respect to a Fund shall begin on December 2, 2016 (or such other date as agreed to in writing between the Adviser and the Fund) and end with respect to a Fund after the close of business on the date set forth onSchedule A (or such other date as agreed to in writing between the Adviser and the Fund) unless the Fee Waiver is earlier terminated in accordance with Section 3.2. The Term of the Fee Waiver with respect to a Fund may be continued from year to year thereafter provided that each such continuance is specifically approved by the Adviser and the Fund (including with respect to the Fund, a
1
majority of the Fund’s Trustees or Directors, as the case may be, who are not “interested persons,” as defined in the 1940 Act, of the Advisers (the“Non-Interested Directors”)). Neither the Adviser nor a Fund shall be obligated to extend the Fee Waiver with respect to the Fund.
3.2Termination. This Agreement may be terminated prior to expiration by any Fund with respect to such Fund without payment of any penalty, upon 90 days’ prior written notice to the Adviser at its principal place of business (or at an earlier date as may be agreed to by both parties); provided that, such action shall be authorized by resolution of a majority of theNon-Interested Directors of such Fund or by a vote of a majority of the outstanding voting securities of such Fund.
4.Miscellaneous.
4.1Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
4.2Interpretation. Nothing herein contained shall be deemed to require a Fund to take any action contrary to the Fund’s Declaration of Trust or Articles of Incorporation, as the case may be, or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Fund’s Board of Trustees or Board of Directors, as the case may be, of its responsibility for and control of the conduct of the affairs of the Fund.
4.3Limitation of Liability. The obligations and expenses incurred, contracted for or otherwise existing with respect to a Fund shall be enforced against the assets of such Fund and not against the assets of any other Fund.
4.4Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the computations of average daily net assets or of any Advisory Fee, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the relevant Advisory Agreement between the Adviser and the Fund or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act, as applicable, and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such Court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to the 1940 Act. In addition, if the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, that provision will be deemed to incorporate the effect of that rule, regulation or order. Otherwise the provisions of this Agreement will be interpreted in accordance with the substantive laws of the State of New York.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers as of the day and year first above written.
| EACH OF THE FUNDS LISTED ON SCHEDULE A ATTACHED HERETO | ||
| By: | /s/ Neal J. Andrews | |
| Name: Neal J. Andrews | ||
| Title: Chief Financial Officer | ||
| BLACKROCK ADVISORS, LLC | ||
| By: | /s/ Neal J. Andrews | |
| Name: Neal J. Andrews | ||
| Title: Managing Director | ||
[Signature page toClosed-End Fund Master Advisory Fee Waiver Agreement]
3
SCHEDULE A
Closed-End Fund Master Advisory Fee Waiver Agreement
(Dated as of June 7, 2018)
TICKER | FUND | EXPIRATION DATE | ||||
1. | BBN | BlackRock Taxable Municipal Bond Trust | June 30, 2019 | |||
2. | BJZ | BlackRock California Municipal 2018 Term Trust | June 30, 2019 | |||
3. | BFZ | BlackRock California Municipal Income Trust | June 30, 2019 | |||
4. | BHK | BlackRock Core Bond Trust | June 30, 2019 | |||
5. | HYT | BlackRock Corporate High Yield Fund, Inc. | June 30, 2019 | |||
6. | BTZ | BlackRock Credit Allocation Income Trust | June 30, 2019 | |||
7. | DSU | BlackRock Debt Strategies Fund, Inc. | June 30, 2019 | |||
8. | BGR | BlackRock Energy and Resources Trust | June 30, 2019 | |||
9. | CII | BlackRock Enhanced Capital and Income Fund, Inc. | June 30, 2019 | |||
10. | BDJ | BlackRock Enhanced Equity Dividend Trust | June 30, 2019 | |||
11. | EGF | BlackRock Enhanced Government Fund, Inc. | June 30, 2019 | |||
12. | FRA | BlackRock Floating Rate Income Strategies Fund, Inc. | December 31, 2018 | |||
13. | BGT | BlackRock Floating Rate Income Trust | June 30, 2019 | |||
14. | BFO | BlackRock Florida Municipal 2020 Term Trust | June 30, 2019 | |||
15. | BOE | BlackRock Enhanced Global Dividend Trust | June 30, 2019 | |||
16. | BME | BlackRock Health Sciences Trust | June 30, 2019 | |||
17. | BKT | BlackRock Income Trust, Inc. | June 30, 2019 | |||
18. | BGY | BlackRock Enhanced International Dividend Trust | June 30, 2019 |
4
TICKER | FUND | EXPIRATION DATE | ||||
19. | BKN | BlackRock Investment Quality Municipal Trust, Inc. | June 30, 2019 | |||
20. | BLW | BlackRock Limited Duration Income Trust | June 30, 2019 | |||
21. | BTA | BlackRock Long-Term Municipal Advantage Trust | June 30, 2019 | |||
22. | BZM | BlackRock Maryland Municipal Bond Trust | June 30, 2019 | |||
23. | MHE | BlackRock MassachusettsTax-Exempt Trust | June 30, 2019 | |||
24. | BIT | BlackRock Multi-Sector Income Trust | June 30, 2019 | |||
25. | MUI | BlackRock Muni Intermediate Duration Fund, Inc. | June 30, 2019 | |||
26. | MNE | BlackRock Muni New York Intermediate Duration Fund, Inc. | June 30, 2019 | |||
27. | MUA | BlackRock MuniAssets Fund, Inc. | June 30, 2019 | |||
28. | BPK | BlackRock Municipal 2018 Term Trust | June 30, 2019 | |||
29. | BKK | BlackRock Municipal 2020 Term Trust | June 30, 2019 | |||
30. | BBK | BlackRock Municipal Bond Trust | June 30, 2019 | |||
31. | BAF | BlackRock Municipal Income Investment Quality Trust | June 30, 2019 | |||
32. | BBF | BlackRock Municipal Income Investment Trust | June 30, 2019 | |||
33. | BYM | BlackRock Municipal Income Quality Trust | June 30, 2019 | |||
34. | BFK | BlackRock Municipal Income Trust | June 30, 2019 | |||
35. | BLE | BlackRock Municipal Income Trust II | June 30, 2019 | |||
36. | BTT | BlackRock Municipal 2030 Target Term Trust | June 30, 2019 | |||
37. | MEN | BlackRock MuniEnhanced Fund, Inc. | June 30, 2019 | |||
38. | MUC | BlackRock MuniHoldings California Quality Fund, Inc. | June 30, 2019 | |||
39. | MUH | BlackRock MuniHoldings Fund II, Inc. | June 30, 2019 | |||
40. | MHD | BlackRock MuniHoldings Fund, Inc. | June 30, 2019 |
5
TICKER | FUND | EXPIRATION DATE | ||||
41. | MFL | BlackRock MuniHoldings Investment Quality Fund | June 30, 2019 | |||
42. | MUJ | BlackRock MuniHoldings New Jersey Quality Fund, Inc. | June 30, 2019 | |||
43. | MHN | BlackRock MuniHoldings New York Quality Fund, Inc. | June 30, 2019 | |||
44. | MUE | BlackRock MuniHoldings Quality Fund II, Inc. | June 30, 2019 | |||
45. | MUS | BlackRock MuniHoldings Quality Fund, Inc. | June 30, 2019 | |||
46. | MVT | BlackRock MuniVest Fund II, Inc. | June 30, 2019 | |||
47. | MVF | BlackRock MuniVest Fund, Inc. | June 30, 2019 | |||
48. | MZA | BlackRock MuniYield Arizona Fund, Inc. | June 30, 2019 | |||
49. | MYC | BlackRock MuniYield California Fund, Inc. | June 30, 2019 | |||
50. | MCA | BlackRock MuniYield California Quality Fund, Inc. | June 30, 2019 | |||
51. | MYD | BlackRock MuniYield Fund, Inc. | June 30, 2019 | |||
52. | MYF | BlackRock MuniYield Investment Fund | June 30, 2019 | |||
53. | MFT | BlackRock MuniYield Investment Quality Fund | June 30, 2019 | |||
54. | MIY | BlackRock MuniYield Michigan Quality Fund, Inc. | June 30, 2019 | |||
55. | MYJ | BlackRock MuniYield New Jersey Fund, Inc. | June 30, 2019 | |||
56. | MYN | BlackRock MuniYield New York Quality Fund, Inc. | June 30, 2019 | |||
57. | MPA | BlackRock MuniYield Pennsylvania Quality Fund | June 30, 2019 | |||
58. | MQT | BlackRock MuniYield Quality Fund II, Inc. | June 30, 2019 | |||
59. | MYI | BlackRock MuniYield Quality Fund III, Inc. | June 30, 2019 | |||
60. | MQY | BlackRock MuniYield Quality Fund, Inc. | June 30, 2019 | |||
61. | BLJ | BlackRock New Jersey Municipal Bond Trust | June 30, 2019 | |||
62. | BNJ | BlackRock New Jersey Municipal Income Trust | June 30, 2019 |
6
TICKER | FUND | EXPIRATION DATE | ||||
63. | BLH | BlackRock New York Municipal 2018 Term Trust | June 30, 2019 | |||
64. | BQH | BlackRock New York Municipal Bond Trust | June 30, 2019 | |||
65. | BSE | BlackRock New York Municipal Income Quality Trust | June 30, 2019 | |||
66. | BNY | BlackRock New York Municipal Income Trust | June 30, 2019 | |||
67. | BFY | BlackRock New York Municipal Income Trust II | June 30, 2019 | |||
68. | — | BlackRock Preferred Partners LLC | July 31, 2018 | |||
69. | BCX | BlackRock Resources & Commodities Strategy Trust | June 30, 2019 | |||
70. | BST | BlackRock Science and Technology Trust | June 30, 2019 | |||
71. | BUI | BlackRock Utilities, Infrastructure & Power Opportunities Trust | June 30, 2019 | |||
72. | BHV | BlackRock Virginia Municipal Bond Trust | June 30, 2019 | |||
73. | BSD | The BlackRock Strategic Municipal Trust | June 30, 2019 | |||
74. | BGIO | BlackRock 2022 Global Income Opportunity Trust1 | June 30, 2019 | |||
75. | — | BlackRock Multi-Sector Opportunities Trust2 | June 30, 2019 |
| 1 | This Agreement was effective with respect to BlackRock 2022 Global Income Opportunity Trust as of February 16, 2017. |
| 2 | This Agreement was effective with respect to BlackRock Multi-Sector Opportunities Trust as of February 22, 2018. |
7
SCHEDULE B
Closed-End Fund Master Advisory Fee Waiver Agreement
(Dated as of December 2, 2016)
BlackRock Advisors, LLC will waive the management fee with respect to any portion of the Fund’s assets estimated to be attributable to investments in other equity and fixed-income mutual funds and exchange-traded funds managed by BlackRock Advisors, LLC or its affiliates.
8