0000950123-11-099830 Sample Contracts

Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an

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SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT dated November ____, 2011, among BlackRock Utility and Infrastructure Trust, a Delaware statutory trust (the “Trust”), BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Advisor”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, dated November ____, 2011, between BlackRock Utility and Infrastructure Trust (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

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CUSTODY AGREEMENT
Custody Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, dated as of October 12, 2011 between BlackRock Utility and Infrastructure Trust, a statutory trust formed and existing under the laws of the State of Delaware having its principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

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ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust

THIS AGREEMENT is made as of October 12, 2011 by and between BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY MELLON”), and BlackRock Utility and Infrastructure Trust, a Delaware statutory trust (the “Fund”). All capitalized terms not otherwise defined shall have the meanings set forth in Appendix A.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest (the “Common Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT made as of October 12, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of November [•], 2011, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), and BlackRock Advisors, LLC (“BlackRock”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

AGREEMENT, made as of October 6, 2011, by and between BlackRock Utility and Infrastructure Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK MELLON, a New York trust company (hereinafter referred to as the “Bank”).

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SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This agreement is between BlackRock Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the BlackRock Utility and Infrastructure Trust (the “Trust”).

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Morgan Stanley & Co. Incorporated FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 22nd, 2011 • BlackRock Utility & Infrastructure Trust • New York

Reference is made to the Underwriting Agreement dated November [•], 2011 (the “Underwriting Agreement”), by and among BlackRock Utility and Infrastructure Trust (the “Trust”), BlackRock Advisors, LLC (the “Adviser”), BlackRock Financial Management, Inc. and BlackRock Investment Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Trust’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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