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

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”).

Amended and Restated Master Advisory Fee Waiver Agreement
Master Advisory Fee 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”).

Amended and Restated Transfer Agency and Service Agreement Among Each of the BlackRock Closed-End Investment Companies Listed Herein on Appendix A and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • August 17th, 2021 • BlackRock ESG Capital Allocation Trust • Massachusetts

This Amended and Restated Transfer Agency Agreement (this “Agreement”) is made as of July 13, 2020, by and among each of the BlackRock closed-end investment companies listed on Appendix A, as amended from time to time, having a principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (each a “Customer” or a “Fund”), Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), both doing business at 150 Royall Street, Canton, Massachusetts 02021 (collectively the “Transfer Agent” or “Computershare”).

Amendment No. 4 to Amended and Restated Master Advisory Fee Waiver Agreement
Master Advisory Fee 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”).

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”).

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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