Concurrently with the closing of this offering, BlackRock and ML&Co. also intend to enter into the Second Amended and Restated Global Distribution Agreement, which will further amend the original global distribution agreement that was entered into between ML&Co. and BlackRock at the time BlackRock's business was merged with ML&Co.’s investment management business in 2006.

The Second Amended and Restated Global Distribution Agreement is expected to have an initial term ending on January 1, 2014, with one automatic three-year extension if certain conditions are satisfied. The Second Amended and Restated Global Distribution Agreement is expected to amend the existing global distribution agreement between ML&Co. and BlackRock to clarify applicability of the global distribution agreement to certain economic arrangements and to detail certain of ML&Co.’s obligations with respect to revenue neutrality across the range of BlackRock products distributed by ML&Co. if ML&Co. changes either the economic terms applicable to, or the manner of, its distribution of those particular products.