0001341004-08-000834 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 2nd, 2008 • Blackrock Enhanced Capital & Income Fund, Inc • New York

AGREEMENT, dated September 29, 2006, between BlackRock Capital and Income Strategies Fund, Inc. (the "Fund"), a Maryland corporation, and BlackRock Advisors, LLC (the "Advisor"), a Delaware limited liability company.

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FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 2nd, 2008 • Blackrock Enhanced Capital & Income Fund, Inc • New York

In order to consummate the reorganization contemplated herein (the "Reorganization") and in consideration of the promises and the covenants and agreements hereinafter set forth, and intending to be legally bound, BlackRock XXXXXX (the "Target Fund"), a registered closed-end investment company, File No. 811-XXXX and BlackRock XXXXXX (the "Acquiring Fund"), a registered closed-end investment company, File No. 811-XXXX, each hereby agree as follows:

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • May 2nd, 2008 • Blackrock Enhanced Capital & Income Fund, Inc • New York

AGREEMENT dated September 29, 2006, between BlackRock Advisors, LLC (the "Advisor"), a Delaware limited liability company, and BlackRock Investment Management, LLC (the "Sub-Advisor"), a Delaware corporation.

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