AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT
This AMENDED AND RESTATED SUB-INVESTMENT ADVISORY AGREEMENT dated July 1, 2019 (this “Agreement”), among BlackRock Utilities, Infrastructure & Power Opportunities Trust, a Delaware statutory trust (the “Trust”), 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 the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the investment management agreement between the Advisor and the Trust, dated November 22, 2011 (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the “Advisory Agreement”), contemplates that the Advisor may appoint a sub-adviser to perform investment advisory services with respect to the Trust; and
WHEREAS, the Advisor retained the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisor’s advisory activities on behalf of the Trust pursuant to a Sub-Investment Advisory Agreement dated March 1, 2017 (the “Original Sub-Advisory Agreement”); and
WHEREAS, the parties now wish to amend and restate the Original Sub-Advisory Agreement to reflect the changes implemented by the Financial Conduct Authority of the United Kingdom (the “FCA”) to incorporate the requirements of the Markets in Financial Instruments Directive II (“MiFID II”) and to make certain additional amendments; 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:
The Sub-Advisor represents, warrants and covenants that it is authorized and regulated by the FCA.
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The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.
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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/ Neal J. Andrews
Name: Neal J. Andrews
Title: Managing Director
BLACKROCK INTERNATIONAL LIMITED
By: /s/ Jeremy Agnew
Name: Jeremy Agnew
Title: Managing Director
BLACKROCK INTERNATIONAL LIMITED
By: /s/ Selena Haniff
Name: Selena Haniff
Title: Director
BLACKROCK UTILITIES, INFRASTRUCTURE & POWER OPPORTUNITIES TRUST
By: /s/ John Perlowski
Name: John Perlowski
Title: President and Chief Executive Officer
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