0001193125-21-248042 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

AGREEMENT, dated [●], 2021, between BlackRock ESG Capital Allocation Trust (the “Fund”), a Maryland statutory trust, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

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SEVENTH AMENDED AND RESTATED SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

This Seventh Amended and Restated Agreement, dated as of January 1, 2021, between each investment company, severally and not jointly, identified on Schedule A, as such schedule may be amended from time to time (each a “Client”), acting on behalf of itself or the funds listed on Schedule A hereto and any future series of a Client (each, a “Fund”), by and through BlackRock Advisors, LLC (“BlackRock”), not in its individual capacity but as agent and investment advisor, and BlackRock Investment Management, LLC (the “Lending Agent”), a Delaware limited liability company.

ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT Between Each BlackRock Management Investment Company Listed in Schedule A And State Street Bank and Trust Company Dated as of December 31, 2018
Administration and Fund Accounting Services Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

This Administration and Fund Accounting Services Agreement (“Agreement”) dated and effective as of December 31, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, together with each management investment company which becomes a party to this Agreement in accordance with the terms hereof (each a “Fund” and collectively, the “Funds”).

Amendment No. 2 to Amended and Restated Master Advisory Fee Waiver Agreement
BlackRock ESG Capital Allocation Trust • August 17th, 2021

This AMENDMENT NO. 2 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 18th day of September, 2020, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

Amended and Restated Master Advisory Fee Waiver Agreement
Waiver Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

This AMENDED AND RESTATED MASTER ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made as of December 1, 2019, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

AGREEMENT, dated [●], 2021, between Cayman ESG Capital Allocation Fund, Ltd. (the “Fund”), a Cayman Islands exempted company, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 29th day of July, 2021, between BlackRock ESG Capital Allocation Trust, a statutory trust organized and existing under the laws of Maryland (the “Trust”), and BlackRock Financial Management, Inc., a corporation organized and existing under the laws of Delaware (the “Purchaser”).

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

AGREEMENT dated [●], 2021, among BlackRock ESG Capital Allocation Trust (the “Fund”), a Maryland statutory trust, BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock (Singapore) Limited, a corporation organized under the laws of Singapore (the “Sub-Advisor”).

Amendment No. 5 to Amended and Restated Master Advisory Fee Waiver Agreement
BlackRock ESG Capital Allocation Trust • August 17th, 2021

This AMENDMENT NO. 5 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this [•] day of [•], 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

Amendment No. 4 to Amended and Restated Master Advisory Fee Waiver Agreement
Waiver Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust

This AMENDMENT NO. 4 (this “Amendment”) to the Amended and Restated Master Advisory Fee Waiver Agreement dated December 1, 2019 (the “Agreement”) is made as of this 24th day of March, 2021, by and among BlackRock Advisors, LLC (the “Adviser”) and each investment company listed on Schedule A attached hereto (each, a “Fund”).

ORGANIZATIONAL AND OFFERING EXPENSES AGREEMENT
Organizational and Offering Expenses Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • New York

AGREEMENT made this [●] day of [●], 2021, by and between BlackRock ESG Capital Allocation Trust, a Maryland statutory trust (the “Fund”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and is acknowledged and agreed to by BlackRock Investments, LLC (“BRIL”).

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