0001047469-09-000180 Sample Contracts

BLACKROCK FIXED INCOME VALUE OPPORTUNITIES AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of December 18, 2008
Agreement and Declaration of Trust • January 15th, 2009 • BlackRock Fixed Income Value Opportunities • Delaware

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 18 th day of December, 2008, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • January 15th, 2009 • BlackRock Fixed Income Value Opportunities • New York

AGREEMENT dated , 2009, among BlackRock Fixed Income Value Opportunities, 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”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 15th, 2009 • BlackRock Fixed Income Value Opportunities • New York

AGREEMENT, dated , 2009, between BlackRock Fixed Income Value Opportunities (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 15th, 2009 • BlackRock Fixed Income Value Opportunities

THIS SUBSCRIPTION AGREEMENT is entered into as of the day of , 2009, between BlackRock Fixed Income Value Opportunities, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Funding, Inc. (the “Purchaser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 15th, 2009 • BlackRock Fixed Income Value Opportunities • New York

AGREEMENT made as of , 2009 by and between BlackRock Fixed Income Value Opportunities, a Delaware statutory trust (the “Fund”) and BlackRock Investments, Inc., a Delaware corporation (the “Distributor”).

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