The
Boards of Directors/Trustees, as applicable (collectively, the “Board,” the
members of which are referred to as “Board Members”) of BlackRock Energy and
Resources Trust
(“BGR”), BlackRock Enhanced Equity Dividend Trust (“BDJ”), BlackRock Enhanced
Global Dividend Trust (“BOE”), BlackRock Enhanced International Dividend Trust
(“BGY”),
BlackRock Enhanced Large Cap Core Fund, Inc. (“CII”), BlackRock Health Sciences
Trust (“BME”), BlackRock Health Sciences Term Trust (“BMEZ”), BlackRock
Resources
& Commodities Strategy Trust (“BCX”), BlackRock Science and Technology Trust
(“BST”), BlackRock Science and Technology Term Trust (“BSTZ”), BlackRock
Technology
and Private Equity Trust (“BTX”), and BlackRock Utilities, Infrastructure &
Power Opportunities Trust (“BUI”) (collectively, the “Funds” and each, a “Fund”)
met on May
8, 2025 (the “May Meeting”) and June 5-6, 2025 (the “June Meeting”) to consider
the approval to continue the investment advisory agreements (the “Advisory
Agreements”)
between each Fund and BlackRock Advisors, LLC (the “Manager”), each Fund’s
investment advisor. The Board also considered the approval to continue the
sub-advisory
agreements (the “Sub-Advisory Agreements”) between the Manager, BlackRock
International Limited (the “Sub-Advisor”) and each of BGR, BOE, BGY, BCX and
BUI.
The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The
Advisory Agreements and the Sub-Advisory Agreements are referred to herein as
the “Agreements.”
Consistent
with the requirements of the Investment Company Act of 1940 (the “1940 Act”),
the Board considers the approval of the continuation of the Agreements for each
Fund
on an annual basis. The Board Members who are not “interested persons” of each
Fund, as defined in the 1940 Act, are considered independent Board Members (the
“Independent
Board Members”). The Board’s consideration entailed a year-long deliberative
process during which the Board and its committees assessed BlackRock’s various
services
to each Fund, including through the review of written materials and oral
presentations, and the review of additional information provided in response to
requests from the
Independent Board Members. The Board had four quarterly meetings per year, as
well as numerous ad hoc meetings and executive sessions throughout the year, as
needed.
The committees of the Board similarly met throughout the year. The Board also
held the May Meeting to consider specific information regarding the renewal of
the Agreements.
In considering the renewal of the Agreements, the Board assessed, among other
things, the nature, extent and quality of the services provided to each Fund by
BlackRock,
BlackRock’s personnel and affiliates, including (as applicable): investment
management services; accounting oversight; administrative and shareholder
services; oversight
of each Fund’s service providers; risk management and oversight; and legal,
regulatory and compliance services. Throughout the year, including during the
contract renewal
process, the Independent Board Members were advised by independent legal
counsel, and met with independent legal counsel in various executive sessions
outside of the
presence of BlackRock’s management.
During
the year, the Board, acting directly and through its committees, considered
information that was relevant to its annual consideration of the renewal of the
Agreements, including
the services and support provided by BlackRock to each Fund and its
shareholders. BlackRock also furnished additional information to the Board in
response to specific
questions from the Board. Among the matters the Board considered were: (a)
investment performance for one-year, three-year, five-year, and/or since
inception periods,
as applicable, against peer funds, relevant benchmarks, and other performance
metrics, as applicable, as well as BlackRock senior management’s and portfolio
managers’
investment performance analyses, and the reasons for any outperformance or
underperformance relative to its peers, benchmarks, and other performance
metrics, as
applicable; (b) leverage management, as applicable; (c) fees, including
advisory, administration, if applicable, and other amounts paid to BlackRock and
its affiliates by each Fund
for services; (d) Fund operating expenses and how BlackRock allocates expenses
to each Fund; (e) the resources devoted to risk oversight of, and compliance
reports relating
to, implementation of each Fund’s investment objective, policies and
restrictions, and meeting regulatory requirements; (f) BlackRock’s and each
Fund’s adherence to applicable
compliance policies and procedures; (g) the nature, character and scope of
non-investment management services provided by BlackRock and its affiliates and
the estimated
cost of such services, as available; (h) BlackRock’s and other service
providers’ internal controls and risk and compliance oversight mechanisms; (i)
BlackRock’s implementation
of the proxy voting policies approved by the Board; (j) the use of brokerage
commissions and execution quality of portfolio transactions; (k) BlackRock’s
implementation
of each Fund’s valuation and liquidity procedures; (l) an analysis of management
fees paid to BlackRock for products with similar investment mandates across
the
open-end fund, closed-end fund, sub-advised mutual fund, collective investment
trust and institutional separate account product channels, as applicable, and
the similarities
and differences between these products and the services provided as compared to
each Fund; (m) BlackRock’s compensation methodology for its investment
professionals
and the incentives and accountability it creates, along with investment
professionals’ investments in the fund(s) they manage; (n) periodic updates on
BlackRock’s
business; and (o) each Fund’s market discount/premium compared to peer
funds.
Prior
to and in preparation for the May Meeting, the Board received and reviewed
materials specifically relating to the renewal of the Agreements. The
Independent Board Members
continuously engaged in a process with their independent legal counsel and
BlackRock to review the nature and scope of the information provided to the
Board to better
assist its deliberations. The materials provided in connection with the May
Meeting included, among other things: (a) information independently compiled and
prepared by
Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper
classification or Morningstar category, regarding each Fund’s fees and expenses
as compared with
a peer group of funds as determined by Broadridge (“Expense Peers”) and the
investment performance of each Fund as compared with a peer group of funds
(“Performance
Peers”); (b) information on the composition of the Expense Peers and Performance
Peers and a description of Broadridge’s methodology; (c) information on the
estimated
profits realized by BlackRock and its affiliates pursuant to the Agreements and
a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general
analysis provided
by BlackRock concerning investment management fees received in connection with
other types of investment products, such as institutional accounts, sub-advised
mutual
funds, closed-end funds, and open-end funds, under similar investment mandates,
as applicable; (e) a review of non-management fees; (f) the existence, impact
and sharing
of potential economies of scale, if any, with each Fund; (g) a summary of
aggregate amounts paid by each Fund to BlackRock; and (h) various additional
information requested by
the Board as appropriate regarding BlackRock’s and each Fund’s
operations.
At
the May Meeting, the Board reviewed materials relating to its consideration of
the Agreements and the Independent Board Members presented BlackRock with
questions and
requests for additional information. BlackRock responded to these questions and
requests with additional written information in advance of the June Meeting, and
such responses were
reviewed by the Board Members.
At
the June Meeting, the Board concluded its assessment of, among other things: (a)
the nature, extent and quality of the services provided by BlackRock; (b) the
investment performance
of each Fund as compared to its Performance Peers and to other metrics, as
applicable; (c) the advisory fee and the estimated cost of the services and
estimated profits
realized by BlackRock and its affiliates from their relationship with each Fund;
(d) each Fund’s fees and expenses compared to its Expense Peers; (e) the
existence and sharing
of potential economies of scale; (f) any fall-out benefits to BlackRock and its
affiliates as a result of BlackRock’s relationship with each Fund; and (g) other
factors deemed
relevant by the Board Members.
