Blackrock Strategic Equity Dividend Trust Sample Contracts

BLACKROCK STRATEGIC DIVIDEND ACHIEVERS(TM) TRUST
Agreement and Declaration of Trust • January 23rd, 2004 • Blackrock Strategic Dividend Achievers Trust • Delaware
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CUSTODY AGREEMENT
Custody Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT, dated as of March 10, 2004 between BlackRock Strategic Dividend Achievers™ Trust, a statutory trust formed and existing under the laws of the State of Delaware having its principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT dated March 10, 2004, between BlackRock Strategic Dividend AchieversTM Trust, a Delaware statutory trust (the “Trust”), BlackRock Advisors, Inc. a Delaware corporation (the “Advisor”), and BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Advisor”).

FORM OF STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT, made as of March 30, 2004, by and between BLACKROCK STRATEGIC DIVIDEND ACHIEVERSTM TRUST, a statutory trust formed and existing under the laws of the State of Delaware (hereinafter referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT, dated March 10, 2004, between BlackRock Strategic Dividend Achievers™ Trust (the “Trust”), a Delaware statutory trust, and BlackRock Advisors, Inc. (the “Advisor”), a Delaware corporation.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT made as of March 10, 2004 between BlackRock Strategic Dividend AchieversTM Trust (the “Fund”) and The Bank of New York (“BNY”).

FORM OF FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

AGREEMENT made as of this 30th day of March, 2004 by and between BlackRock Strategic Dividend Achievers™ Trust, a Delaware statutory trust having its principal place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (hereinafter called the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the “Bank”).

LICENSE AGREEMENT
License Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust • New York

LICENSE AGREEMENT, dated as of February 25, 2004 (the “Commencement Date”), by and between Mergent, Inc., a Delaware corporation, having an office at 5250 77 Center Drive, Charlotte, North Carolina 28217 (“Mergent”), and BlackRock Strategic Dividend Achievers Trust, a Delaware statutory trust having an office at 100 Bellevue Parkway, Wilmington, Delaware 19809 (“Licensee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 25th, 2004 • Blackrock Strategic Dividend Achievers Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 10th day of March, 2004, between BlackRock Strategic Dividend AchieversTM Trust, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and BlackRock Funding, Inc. (the “Purchaser”).

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