BFZ BlackRock California Muni Income Trust

Amendment No. 1 to the Investment Management Agreement

This Amendment No. 1, dated as of February 9, 2023 and effective as of January 1, 2023, to the Investment Management Agreement (as defined below) (the “Amendment”) is entered into by and between BlackRock California Municipal Income Trust (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.  Capitalized terms used herein and not otherwise defined shall have the meaning as set forth in the Investment Management Agreement.

WHEREAS, the Trust and the Advisor have entered into an Investment Management Agreement dated September 29, 2006 (the “Investment Management Agreement”) pursuant to which the Advisor agreed to act as investment advisor to the Trust; and

WHEREAS, Section 9 of the Investment Management Agreement provides that the Trust will pay to the Advisor a monthly fee in arrears at an annual rate equal to 0.60% of the average weekly value of the Trust’s Managed Assets (as defined in the Investment Management Agreement) (the “Investment Advisory Fee”); and

WHEREAS, pursuant to a letter from the Advisor to the Trust dated February 1, 2010, the Advisor agreed to reduce the Investment Advisory Fee to a monthly fee in arrears at an annual rate equal to 0.58% of the average weekly value of the Trust’s Managed Assets; and

WHEREAS, the Investment Management Agreement provides that the Investment Management Agreement may be changed only by an instrument in writing signed by the party against which enforcement of the change is sought and any amendment of the Investment Management Agreement shall be subject to the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Board of Trustees, including a majority of those Trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Trust, specifically approved this Amendment at a meeting held on January 23, 2023.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.     The Investment Management Agreement is hereby amended by deleting Section 9 and replacing it with the following:

9.         Compensation of the Advisor. The Trust agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor as such, a monthly fee (the “Investment Advisory Fee”) in arrears at an annual rate equal to 0.55% of the average weekly value of the Trust’s Managed Assets. “Managed Assets” means the total assets of the Trust minus the sum of the accrued liabilities (other than the aggregate indebtedness constituting financial leverage). For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

2.     Except to the extent supplemented hereby, the Investment Management Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as supplemented hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Investment Management Agreement to be executed by their officers designated below as of the day and year first above written.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock MuniHoldings California Quality Fund, Inc., and BlackRock MuniHoldings Quality Fund II, Inc.:

In planning and performing our audits of the financial statements of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock MuniHoldings California Quality Fund, Inc., and BlackRock MuniHoldings Quality Fund II, Inc. (the “Funds”) as of and for the year ended July 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

/s/Deloitte & Touche LLP

Boston, Massachusetts

September 22, 2023

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

AMENDMENT TO
STATEMENT OF PREFERENCES OF
VARIABLE RATE MUNI TERM PREFERRED SHARES (“VMTP SHARES”)
DATED MARCH 21, 2012
(THE “STATEMENT OF PREFERENCES”)

The undersigned officers of BlackRock California Municipal Income Trust (the “Trust”), a Delaware statutory trust, hereby certifies as follows:

1.         The Board of Trustees of the Trust (with the consent of the Holders (as defined in the Statement of Preferences) of the VMTP Shares required under Section 5 of the Statement of Preferences) has adopted resolutions to amend the Statement of Preferences as follows:

(a).      The Statement of Preferences of the Trust is hereby amended by inserting the following as Section 4(j) of the Statement of Preferences:

“(j)      Exemption from Delaware Control Beneficial Interest Acquisition Provisions. All VMTP Shares Outstanding as of February 3, 2023 and the acquisition thereof by the Holder(s) or Beneficial Owner(s) thereof or any other Person(s), including any transfer and acquisition after February 3, 2023, will be exempt from Subchapter III of the Delaware Statutory Trust Act.”

2.         Except as amended hereby, the Statement of Preferences remains in full force and effect.

3.         An original copy of this amendment shall be lodged with the records of the Trust and filed in such places as the Trustees deem appropriate.

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IN WITNESS WHEREOF, BlackRock California Municipal Income Trust has caused these presents to be signed as of February 3, 2023 in its name and on its behalf by its Vice President and attested by its Secretary.  Said officers of the Trust have executed this amendment as officers and not individually, and the obligations and rights set forth in this amendment are not binding upon any such officers, or the trustees or shareholders of the Trust, individually, but are binding only upon the assets and property of the Trust.

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

By: /s/ Jonathan Diorio                
       Name:  Jonathan Diorio
       Title:    Vice President

ATTEST:

/s/ Janey Ahn                                                 
Name:   Janey Ahn
Title:     Secretary