TRANSFER AGENCY SERVICES AGREEMENT

                                                                    EXHIBIT 10.5





                       TRANSFER AGENCY SERVICES AGREEMENT


         THIS AGREEMENT is made as of July 18, 2005 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and BLACKROCK KELSO CAPITAL CORPORATION, a
Delaware corporation (the "Fund").

                              W I T N E S S E T H:

         WHEREAS, the Fund wishes to retain PFPC to provide transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent services
provided for herein, and PFPC wishes to furnish such services.

         NOW, THEREFORE, in consideration of the premises and 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 on behalf of the Fund. An
                  Authorized Person's scope of authority may be limited by
                  setting forth such limitation in a written document signed by
                  both parties hereto.

         (b)      "Dividend Reinvestment Plan" means the Fund's Dividend
                  Reinvestment Plan, as the details of such Plan (and any
                  changes thereto) are provided by the Fund to PFPC from time to
                  time in writing.

         (c)      "Oral Instructions" mean 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.

         (d)      "Shares" mean the shares of beneficial interest of any series
                  or class of the Fund.

         (e)      "Written Instructions" mean (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.

         (f)      "1940 Act" means the Investment Company Act of 1940, as
                  amended.

2.       Appointment. The Fund hereby appoints PFPC to provide transfer agent,
         registrar, dividend disbursing agent and shareholder servicing agent
         services 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 Fund
         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 provisions of
                  organizational documents of the Fund or of 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)      Advice of the Fund. 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 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 from or on behalf of 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.  Such books and records shall be prepared and
         maintained  as  required  by the 1940  Act.  The  Fund  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 individuals  employed by PFPC's
         direct competitors.  Upon the reasonable request of the Fund, copies of
         any such books and records  shall be  provided by PFPC to the Fund,  an
         Authorized Person, or such other person, at the Fund's expense.

7.       Confidentiality. Each party shall keep confidential any information it
         receives hereunder relating to the other party's business
         ("Confidential Information"). 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 such 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 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 (g) has been or is independently developed or obtained by
         the receiving party.

8.       Cooperation with Accountants. PFPC shall cooperate with the Fund's
         independent public accountants and shall take all reasonable action in
         the performance of its obligations under this Agreement to ensure that
         the necessary 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 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,
         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