SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

         THIS AGREEMENT is made as of July 18, 2005 by and among BLACKROCK
KELSO CAPITAL CORPORATION, a Delaware corporation (the "Fund"), PFPC INC., a
Massachusetts corporation ("PFPC") which is a subsidiary of The PNC Financial
Services Group, Inc., and BLACKROCK FINANCIAL MANAGEMENT, INC., a Delaware
corporation (the "Administrator") which is also a subsidiary of The PNC
Financial Services Group, Inc.

                             W I T N E S S E T H :

         WHEREAS, the Administrator serves as administrator of the Fund; and

         WHEREAS, the Fund and the Administrator wish to retain PFPC to
provide sub-administration and accounting services provided for herein with
respect to the Fund, and PFPC wishes to furnish such services with respect to
the Fund.

         NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants  herein  contained,  and intending to be legally bound hereby, the
parties hereto agree as follows:

1.       Definitions.  As Used in this Agreement:
         ----------------------------------------

         (a)      "Authorized Person" means any officer of the Fund and any
                  other person duly authorized by the Fund to give Oral
                  Instructions or Written Instructions under this Agreement.
                  An Authorized Person's scope of authority may be limited by
                  setting forth such limitation in a written document signed
                  by the Fund and PFPC.

         (b)      "Oral Instructions" means oral instructions received by PFPC
                  from an Authorized Person or from a person reasonably
                  believed by PFPC to be an Authorized Person. PFPC may, in
                  its sole discretion in each separate instance, consider and
                  rely upon instructions it receives from an Authorized Person
                  via electronic mail as Oral Instructions.

         (c)      "Written Instructions" means (i) written instructions signed
                  by an Authorized Person (or a person reasonably believed by
                  PFPC to be an Authorized Person) and received by PFPC or
                  (ii) trade instructions transmitted (and received by PFPC)
                  by means of an electronic transaction reporting system
                  access to which requires use of a password or other
                  authorized identifier.

2.       Appointment. The Fund and the Administrator hereby appoint PFPC to
         provide sub-administration and accounting services with respect to
         the Fund in accordance with the terms set forth in this Agreement.
         PFPC accepts such appointment and agrees to furnish such services.

3.       Compliance with Rules and Regulations. PFPC will comply with the
         requirements of any laws, rules and regulations of governmental
         authorities that are applicable to the duties to be performed by PFPC
         under this Agreement. Except as specifically set forth in this
         Agreement, PFPC assumes no responsibility for compliance by the
         Administrator, the Fund or any other entity with any laws, rules and
         regulations.

4.       Instructions.
         ------------

         (a)      Unless otherwise provided in this Agreement, PFPC shall act
                  only upon Oral Instructions or Written Instructions.

         (b)      PFPC shall be entitled to rely upon any Oral Instruction or
                  Written Instruction it receives from an Authorized Person
                  (or from a person reasonably believed by PFPC to be an
                  Authorized Person) pursuant to this Agreement. PFPC may
                  assume that any Oral Instructions or Written Instructions
                  received hereunder are not in any way inconsistent with the
                  Administrator's obligations to the Fund or with the
                  provisions of organizational documents of the Fund or with
                  any vote, resolution or proceeding of the Fund's board of
                  directors or shareholders, unless and until PFPC receives
                  Written Instructions to the contrary.

         (c)      The Fund agrees to forward to PFPC Written Instructions
                  confirming Oral Instructions so that PFPC receives the
                  Written Instructions by the close of business on the same
                  day that such Oral Instructions are received. The fact that
                  such confirming Written Instructions are not received by
                  PFPC or differ from the Oral Instructions shall in no way
                  invalidate the transactions or enforceability of the
                  transactions authorized by the Oral Instructions or PFPC's
                  ability to rely upon such Oral Instructions.

5.       Right to Receive Advice.
         -----------------------

         (a)      Oral Instructions or Written Instructions. If PFPC is in
                  doubt as to any action it should or should not take, PFPC
                  may request directions or advice, by way of Oral
                  Instructions or Written Instructions.

         (b)      Advice of Counsel. If PFPC shall be in doubt as to any
                  question of law pertaining to any action it should or should
                  not take, PFPC may request advice from counsel of its own
                  choosing (who may be counsel for the Administrator, the
                  Fund, the Fund's sponsor or adviser or PFPC, at the option
                  of PFPC).

         (c)      Conflicting Advice. In the event of a conflict between Oral
                  Instructions or Written Instructions and the advice PFPC
                  receives from counsel, PFPC may rely upon and follow the
                  advice of counsel.

         (d)      Protection of PFPC. PFPC shall be indemnified by the Fund
                  and without liability for any action PFPC takes or does not
                  take in reliance upon Oral Instructions or Written
                  Instructions PFPC receives regarding or relating to the Fund
                  or advice from counsel and which PFPC believes, in good
                  faith, to be consistent with those Oral Instructions or
                  Written Instructions or that advice. Nothing in this section
                  shall be construed so as to impose an obligation upon PFPC
                  (i) to seek such advice or Oral Instructions or Written
                  Instructions, or (ii) to act in accordance with such advice
                  or Oral Instructions or Written Instructions. Nothing in
                  this subsection shall excuse PFPC from liability for its
                  acts or omissions in carrying out such Oral Instructions or
                  Written Instructions to the extent such acts or omissions
                  constitute willful misfeasance, bad faith, negligence or
                  reckless disregard by PFPC of any duties, obligations or
                  responsibilities set forth in this Agreement.

6.       Records; Visits. The books and records pertaining to the Fund, which
         are in the possession or under the control of PFPC, shall be the
         property of the Fund. PFPC may house such books and records in a
         third party storage facility. The Fund, the Administrator and
         Authorized Persons, and such other persons the Fund by means of
         Written Instructions reasonably authorizes (including but not limited
         to the Fund's independent accountants), shall have access to such
         books and records at all times during PFPC's normal business hours;
         provided that the Fund shall not authorize access by any individuals
         employed by PFPC's direct competitors. Upon the reasonable request of
         the Fund or the Administrator, copies of any such books and records
         shall be provided by PFPC to the Fund, the Administrator, an
         Authorized Person, or such other person, at the Fund's expense.

         PFPC shall keep the following records:

         (a)      all books and records with respect to the Fund's books of
                  account; and

         (b)      records of the Fund's securities transactions.

7.       Confidentiality. Each of the Fund and the Administrator shall keep
         confidential any information it receives hereunder relating to PFPC's
         business and PFPC shall keep confidential any information it receives
         hereunder relating to the Fund's business. Confidential information
         shall include (a) any data or information that is competitively
         sensitive material, and not generally known to the public, including,
         but not limited to, information about product plans, marketing
         strategies, finances, operations, customer relationships, customer
         profiles and information, customer lists, sales estimates, business
         plans, and internal performance results relating to the past, present
         or future business activities of the Fund or PFPC; (b) any scientific
         or technical information, design, process, procedure, formula, or
         improvement that is commercially valuable and secret in the sense
         that its confidentiality affords the Fund or PFPC a competitive
         advantage over its competitors; (c) all confidential or proprietary
         concepts, documentation, reports, data, specifications, computer
         software, source code, object code, flow charts, databases,
         inventions, know-how, and trade secrets, whether or not patentable or
         copyrightable; and (d) anything designated as confidential.
         Notwithstanding the foregoing, information shall not be confidential
         information and shall not be subject to the foregoing confidentiality
         obligations if it: (a) is already known to the receiving party at the
         time it is obtained; (b) is or becomes publicly known or available
         through no wrongful act of the receiving party; (c) is rightfully
         received from a third party who, to the best of the receiving party's
         knowledge, is not under a duty of confidentiality; (d) is released by
         the protected party to a third party without restriction; (e) is
         requested or required to be disclosed by the receiving party pursuant
         to a court order, subpoena, governmental or regulatory agency request
         or law (provided the receiving party will provide the other party (in
         the case of disclosure by the Fund or the Administrator the "other
         party" will be PFPC, and in the case of disclosure by PFPC the "other
         party" will be the Fund) written notice of the same, to the extent
         such notice is permitted); (f) is relevant to the defense of any
         claim or cause of action asserted against the receiving party; (g) is
         necessary or desirable for PFPC to release such information in
         connection with the provision of services under this Agreement; or
         (h) has been or is independently developed or obtained by the
         receiving party.

                   PFPC agrees that, subject to the reuse and re-disclosure
         provisions of Regulation S-P, 17 CFR Part 248.11, it shall not
         disclose the non-public personal information of investors in the Fund
         obtained under this Agreement, except as necessary to carry out the
         services set forth in this Agreement or as otherwise permitted by law
         or regulation.

8.       Liaison with Accountants. PFPC shall act as liaison with the Fund's
         independent public accountants and shall provide account analyses,
         fiscal year summaries, and other audit-related schedules with respect
         to the Fund. PFPC shall take all reasonable action in the performance
         of its duties under this Agreement to assure that the necessary or
         appropriate information is made available to such accountants for the
         expression of their opinion, as reasonably requested by the Fund.

9.       PFPC System. PFPC shall retain title to and ownership of any and all
         data bases, computer programs, screen formats, report formats,
         interactive design techniques, derivative works, inventions,
         discoveries, patentable or copyrightable matters, concepts,
         expertise, patents, copyrights, trade secrets, and other related
         legal rights utilized by PFPC in connection with the services
         provided by PFPC with respect to the Fund.

10.      Disaster Recovery. PFPC shall enter into and shall maintain in effect
         with appropriate parties one or more agreements making reasonable
         provisions for emergency use of electronic data processing equipment
         to the extent appropriate equipment is available. In the event of
         equipment failures, PFPC shall, at no additional expense to the Fund
         or the Administrator, take reasonable steps to minimize service
         interruptions. PFPC shall have no liability with respect to the loss
         of data or service interruptions caused by equipment failure,
         provided such loss or interruption is not caused by PFPC's own
         willful misfeasance, bad faith, negligence or reckless disregard of
         its duties or obligations under this Agreement.

11.      Compensation.

         (a)      As compensation for services set forth herein that are
                  rendered by PFPC during the term of this Agreement, the Fund
                  will pay to PFPC a fee or fees as may be agreed to in
                  writing by the Fund and PFPC.

         (b)      The Fund and the Administrator hereby represent and warrant
                  to PFPC that (i) the terms of this Agreement, (ii) the fees
                  and expenses associated with this Agreement, and (iii) any
                  benefits accruing to PFPC or to the Administrator (or any
                  affiliate thereof) or to the adviser or sponsor to the Fund
                  in connection with this Agreement, including but not limited
                  to any fee waivers, conversion cost reimbursements, up front
                  payments, signing payments or periodic payments made or to
                  be made by PFPC to the Administrator (or any affiliate
                  thereof) or to such adviser or sponsor or to any affiliate
                  of the Fund relating to this Agreement have been fully
                  disclosed to the board of directors of the Fund and that, if
                  required by applicable law, such board of directors has
                  approved or will approve the terms of this Agreement, any
                  such fees and expenses, and any such benefits.

12.      Indemnification. The Fund agrees to indemnify, defend and hold
         harmless PFPC and its affiliates (other than the Fund, BlackRock
         Kelso Capital Advisors LLC and BlackRock, Inc. and its subsidiaries,
         to the extent any of the foregoing may be deemed to be affiliates of
         PFPC) including their respective officers, directors, agents and
         employees (each, a "PFPC Indemnified Party") from all taxes, charges,
         expenses, assessments, claims and liabilities (including, without
         limitation, reasonable attorneys' fees and disbursements and
         liabilities arising under applicable securities laws and any state
         and foreign securities and blue sky laws) (collectively, "Losses")
         arising directly or indirectly from any action or omission to act
         which PFPC takes or omits to take in connection with the provision of
         services under this Agreement. No PFPC Indemnified Party shall be
         indemnified against any Losses caused by PFPC's or such PFPC
         Indemnified Party's own willful misfeasance, bad faith, negligence or
         reckless disregard in the performance of PFPC's duties under this
         Agreement. The provisions of this Section 12 shall survive
         termination of this Agreement.

13.      Responsibility of PFPC.

         (a)      PFPC shall be under no duty hereunder to take any action on
                  behalf of the Fund or the Administrator except as
                  specifically set forth herein or as may be specifically
                  agreed to by PFPC, the Fund and the Administrator in a
                  written amendment hereto. PFPC shall be obligated to
                  exercise care and diligence in the performance of its duties
                  hereunder and to act in good faith in performing services
                  provided for under this Agreement. PFPC shall be liable only
                  for any Losses suffered by the Fund arising out of PFPC's
                  performance of or failure to perform its duties under this
                  Agreement and only to the extent such Losses arise out of
                  PFPC's willful misfeasance, bad faith, negligence or
                  reckless disregard of such duties.

         (b)      Notwithstanding anything in this Agreement to the contrary,
                  (i) PFPC shall not be liable for losses, delays, failure,
                  errors, interruption or loss of data occurring directly or
                  indirectly by reason of circumstances beyond its reasonable
                  control, including without limitation acts of God; action or
                  inaction of civil or military authority; public enemy; war;
                  terrorism; riot; fire; flood; sabotage; epidemics; labor
                  disputes; civil commotion; interruption, loss or malfunction
                  of utilities, transportation, computer or communications
                  capabilities; insurrection; elements of nature; or
                  non-performance by a third party (other than employees,
                  officers or affiliates of PFPC (other than the Fund,
                  BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
                  its subsidiaries, to the extent any of the foregoing may be
                  deemed to be affiliates of PFPC)); and (ii) PFPC shall not
                  be under any duty or obligation to inquire into and shall
                  not be liable for the validity or invalidity, authority or
                  lack thereof, or truthfulness or accuracy or lack thereof,
                  of any instruction, direction, notice, instrument or other
                  information which PFPC reasonably believes to be genuine.
                  Notwithstanding the foregoing, PFPC shall use commercially
                  reasonable efforts to mitigate the effect of the events
                  enumerated in clause (i) of the preceding sentence, although
                  such efforts shall not impute any liability to PFPC.

         (c)      Notwithstanding anything in this Agreement to the contrary,
                  the Fund and the Administrator hereby acknowledge and agree
                  that (i) PFPC, in the course of providing tax-related
                  services or calculating and reporting portfolio performance
                  hereunder, may rely upon PFPC's interpretation of tax
                  positions or its interpretation of relevant circumstances
                  (as determined by PFPC) in providing such tax services and
                  in determining methods of calculating portfolio performance
                  to be used, and that (ii) PFPC shall not be liable for
                  losses or damages of any kind associated with such reliance
                  except to the extent such loss or damage is substantially
                  due to PFPC's willful misfeasance, bad faith, negligence or
                  reckless disregard in the performance of its duties under
                  this Agreement.

         (d)      Notwithstanding anything in this Agreement to the contrary,
                  without limiting anything in the immediately preceding
                  sub-section (c), the Fund and the Administrator hereby
                  acknowledge and agree that PFPC shall not be found to have
                  been negligent or to have acted with willful misfeasance,
                  bad faith or reckless disregard with respect to losses or
                  damages associated with areas of responsibility that the
                  judiciary, regulators (or other governmental officials) or
                  members of the investment fund industry determine would
                  otherwise apply to PFPC (or similar service providers) and
                  which, as of the date hereof, have yet to be identified by
                  such parties as areas for which PFPC (or any similar service
                  provider) is (or would be) responsible.

         (e)      Notwithstanding anything in this Agreement to the contrary
                  neither PFPC nor its affiliates (not including the Fund,
                  BlackRock Kelso Capital Advisors LLC and BlackRock, Inc. and
                  its subsidiaries, to the extent any of the foregoing may be
                  deemed to be affiliates of PFPC) shall be liable for any
                  consequential, special or indirect losses or damages,
                  whether or not the likelihood of such losses or damages was
                  known by PFPC or its affiliates.

         (f)      Each party shall have a duty to mitigate damages for which
                  any other party to this Agreement may become responsible.

         (g)      Notwithstanding anything in this Agreement to the contrary,
                  the services provided by PFPC do not constitute, nor shall
                  they be construed as constituting, legal advice or the
                  provision of legal services for or on behalf of the
                  Administrator, the Fund or any other person.

         (h)      The provisions of this Section 13 shall survive termination
                  of this Agreement.

14.      Description of Accounting Services on a Continuous Basis.

         PFPC will perform the following accounting services if required with
         respect to the Fund:

                  (i)    Journalize investment, capital share and income and
                         expense activities;

                  (ii)   Record investment buy/sell trade tickets when
                         received from the Fund's investment adviser;

                  (iii)  Maintain individual ledgers for investment
                         securities;

                  (iv)   Maintain historical tax lots for each security;

                  (v)    Record and reconcile corporate action activity and
                         all other capital changes;

                  (vi)   Reconcile cash and investment balances of the Fund
                         with the Fund's custodian and provide the Fund's
                         investment adviser with the beginning cash balance
                         available for investment purposes;

                  (vii)  Calculate contractual expenses, including management
                         fees and incentive allocation, as applicable, in
                         accordance with the Fund's investment management
                         agreement;

                   (viii) Monitor the expense accruals and notify an officer of
                         the Fund of any proposed adjustments;

                  (ix)   Control all disbursements and authorize such
                         disbursements upon Written Instructions;

                  (x)    Calculate capital gains and losses;

                  (xi)   Determine net income;

                  (xii)  Determine applicable foreign exchange gains and
                         losses on payables and receivables;

                   (xiii) Obtain market quotes and currency exchange rates with
                         respect to the Fund's investments from independent
                         pricing services approved by the Fund's investment
                         adviser, or if such quotes are unavailable, then
                         obtain such prices from the Fund's investment
                         adviser, and in either case calculate the market
                         value of the Fund's investments on a monthly basis in
                         accordance with applicable valuation policies or
                         guidelines provided by the Fund to PFPC (provided
                         PFPC does not inform the Fund that it is unable to
                         comply with such policies or guidelines);

                  (xiv)  Transmit or mail a copy of the portfolio valuation on
                         a monthly basis to the Fund's investment adviser as
                         agreed upon between the Fund and PFPC;

                  (xv)   Arrange for the computation of the net asset value of
                         the Fund on a monthly basis in accordance with the
                         provisions of the Fund's offering memorandum; and

                  (xvi)  As appropriate, compute yields, total return, expense
                         ratios, portfolio turnover rate, and if required,
                         portfolio average dollar-weighted maturity.

15.      Description of Sub-Administration Services on a Continuous Basis.

         PFPC will perform the following sub-administration services if
         required with respect to the Fund:

                  (i)    Supply various normal and customary Fund statistical
                         data to the Fund as requested on an ongoing basis;

                  (ii)   Prepare for execution and file the Fund's Federal and
                         state tax returns;

                  (iii)  Coordinate the printing of the Fund's annual
                         shareholder reports;

                  (iv)   Prepare monthly security transaction listings;

                  (v)    Supply certain financial statements, schedules, notes
                         and related financial and supplementary data in
                         connection with the filing of the Fund's annual and
                         quarterly reports on Forms 10-K and 10-Q with the
                         Securities and Exchange Commission, as agreed by PFPC
                         from time to time; and

                  (vi)   Monitor the Fund's status as a regulated investment
                         company under Sub-chapter M of the Internal Revenue
                         Code of 1986, as amended.

16.      Duration and Termination. This Agreement shall continue until
         terminated by the Fund, the Administrator or PFPC on sixty (60) days'
         prior written notice to the other parties. In the event the Fund or
         the Administrator gives notice of termination, all expenses
         associated with movement (or duplication) of records and materials
         and conversion thereof to a successor service provider (or each
         successive service provider), including expenses incurred after
         termination, will be borne by the Fund and paid by the Fund to PFPC.

17.      Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
         Parkway, Wilmington, Delaware 19809, Attention: President (or such
         other address as PFPC may inform the other parties in writing); (b)
         if to the Fund, at 40 East 52nd Street, New York, NY 10022;
         Attention: Frank Gordon (or such other address as the Fund may inform
         the other parties in writing); (c) if to the Administrator, at 40
         East 52nd Street, New York, NY 10022; Attention: James Kong (or such
         other address as the Administrator may inform the other parties in
         writing); or (d) if to none of the foregoing, at such other address
         as shall have been provided by like notice to the sender of any such
         notice or other communication. If notice is sent by confirming
         facsimile sending device, it shall be deemed to have been given
         immediately. If notice is sent by first-class mail, it shall be
         deemed to have been given three days after it has been mailed. If
         notice is sent by messenger, it shall be deemed to have been given on
         the day it is delivered.

18.      Amendments. This Agreement, or any term hereof, may be changed or
         waived only by written amendment, signed by the party against whom
         enforcement of such change or waiver is sought.

19.      Assignment. PFPC may assign this Agreement to any majority owned
         direct or indirect subsidiary of PFPC or of The PNC Financial
         Services Group, Inc. (other than BlackRock, Inc. and its
         subsidiaries), provided that PFPC gives the Fund and the
         Administrator 30 days' prior written notice of such assignment.

20.      Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

21.      Further Actions. Each party agrees to perform such further acts and
         execute such further documents as are necessary to effectuate the
         purposes hereof.

22.      Miscellaneous.
         -------------

         (a)      No Changes that Materially Affect Obligations.
                  Notwithstanding anything in this Agreement to the contrary,
                  PFPC shall have no responsibility under this Agreement with
                  respect to any modifications made by the Fund to its
                  offering memorandum, registration statement or policies
                  which would affect materially the obligations or
                  responsibilities of PFPC hereunder, without the prior
                  written approval of PFPC (which approval shall not be
                  unreasonably withheld or delayed).

         (b)      No Representations or Warranties. Except as expressly
                  provided in this Agreement, PFPC hereby disclaims all
                  representations and warranties, express or implied, made to
                  the Fund, the Administrator or any other person, including,
                  without limitation, any warranties regarding quality,
                  suitability, merchantability, fitness for a particular
                  purpose or otherwise (irrespective of any course of dealing,
                  custom or usage of trade), of any services or any goods
                  provided incidental to services provided under this
                  Agreement. PFPC disclaims any warranty of title or
                  non-infringement except as otherwise set forth in this
                  Agreement.

         (c)      Entire Agreement. This Agreement embodies the entire
                  agreement and understanding among the parties relating to
                  the subject matter hereof and supersedes all prior
                  agreements and understandings relating to the subject matter
                  hereof, provided that the parties may embody in one or more
                  separate documents their agreement, if any, with respect to
                  delegated duties, subsequently agreed upon services, and
                  compensation of PFPC.

         (d)      Captions. The captions in this Agreement are included for
                  convenience of reference only and in no way define or
                  delimit any of the provisions hereof or otherwise affect
                  their construction or effect.

         (e)      Information. The Fund will provide such information and
                  documentation as PFPC may reasonably request in connection
                  with services provided by PFPC with respect to the Fund.

         (f)      Governing Law. This Agreement shall be deemed to be a
                  contract made in Delaware and governed by Delaware law,
                  without regard to principles of conflicts of law.

         (g)      Partial Invalidity. If any provision of this Agreement shall
                  be held or made invalid by a court decision, statute, rule
                  or otherwise, the remainder of this Agreement shall not be
                  affected thereby.

         (h)      Successors and Assigns. This Agreement shall be binding upon
                  and shall inure to the benefit of the parties hereto and
                  their respective successors and permitted assigns.

         (i)      Facsimile Signatures. The facsimile signature of any party
                  to this Agreement shall constitute the valid and binding
                  execution hereof by such party.

         (j)      Customer Identification Program Notice. To help the U.S.
                  government fight the funding of terrorism and money
                  laundering activities, U.S. Federal law requires each
                  financial institution to obtain, verify, and record certain
                  information that identifies each person who initially opens
                  an account with that financial institution on or after
                  October 1, 2003. Certain of PFPC's affiliates are financial
                  institutions, and as a matter of policy PFPC will request
                  (or already has requested) the Fund's name, address and
                  taxpayer identification number or other government-issued
                  identification number, and, if such party is a natural
                  person, that party's date of birth. PFPC may also ask (and
                  may have already asked) for additional identifying
                  information, and PFPC may take steps (and may have already
                  taken steps) to verify the authenticity and accuracy of
                  these data elements.

(k)               No Third Party Beneficiary. Notwithstanding anything in this
                  Agreement to the contrary, (i) no other entity is intended
                  to be, nor shall it be, a third party beneficiary of this
                  Agreement (except as set forth in Section 12 and Section
                  13(e) of this Agreement) and (ii) PFPC shall have no
                  liability under or as a result of this Agreement to any
                  third party.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                           PFPC INC.


                                           By:      ____________________________

                                           Title: ______________________________



                                           BLACKROCK KELSO CAPITAL CORPORATION



                                           By:      ____________________________

                                           Title: ______________________________



                                           BLACKROCK FINANCIAL MANAGEMENT, INC.


                                           By:      ____________________________

                                           Title: ______________________________