Exhibit 8(c)
ADMINISTRATION AGREEMENT
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AGREEMENT, dated [ ], 2007, between BlackRock Large Cap Series
Funds, Inc. (the "Corporation"), a Maryland corporation, on behalf of itself
and each of its series listed on Exhibit A (each a "Fund" and together the
"Funds"), and BlackRock Advisors, LLC (the "Administrator"), a Delaware
limited liability company.
WHEREAS, the Administrator has agreed to furnish administration services
to the Corporation, an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and each
Fund;
WHEREAS, the Board of Directors of the Corporation has established and
designated each Fund as a series of the Corporation;
WHEREAS, the Corporation is one of the "feeder" funds for and invests
all of its assets in Master Large Cap Series Trust, which serves as the
"master" portfolio and has the same investment objective and policies as the
Corporation;
WHEREAS, this Agreement has been approved in accordance with the
provisions of the 1940 Act, and the Administrator is willing to furnish such
services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed by and between the parties hereto
as follows:
1. In General. The Administrator agrees, all as more fully set forth
herein, to act as administrator to the Funds and to supervise and arrange for
the day today operations of each Fund.
2. Duties and Obligations of Administrator with Respect to the
Administration of the Corporation. The Administrator agrees to furnish office
facilities and equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds' Custodian, Transfer
Agent and Dividend Disbursing Agent and other service providers) for the
Funds. To the extent requested by the Corporation, the Administrator agrees to
provide the following administrative services:
(a) Oversee the determination and publication of each Fund's net
asset value in accordance with the Funds' policy as adopted from time to time
by the Board of Directors;
(b) Oversee the maintenance by the Funds' Custodian and Transfer
Agent and Dividend Disbursing Agent of certain books and records of the Funds
as required under Rule 31a1(b)(4) of the 1940 Act and maintain (or oversee
maintenance by such other persons as approved by the Board of Directors) such
other books and records required by law or for the proper operation of the
Funds;
(c) Oversee the preparation and filing of each Fund's federal,
state and local income tax returns and any other required tax returns;
(d) Review the appropriateness of and arrange for payment of each
Fund's expenses;
(e) Prepare for review and approval by officers of the Corporation
financial information for the Corporation's semiannual and annual reports,
proxy statements and other communications with shareholders required or
otherwise to be sent to Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
(f) Prepare for review by an officer of the Corporation the
Corporation's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form NSAR, Form NCSR, Form NPX,
Form NQ, and such other reports, forms and filings, as may be mutually agreed
upon;
(g) Prepare such reports relating to the business and affairs of
the Funds as may be mutually agreed upon and not otherwise appropriately
prepared by the Funds' custodian, counsel or auditors;
(h) Make such reports and recommendations to the Board of
Directors concerning the performance of the independent accountants as the
Board of Directors may reasonably request or deems appropriate;
(i) Make such reports and recommendations to the Board of
Directors concerning the performance and fees of the Funds' Custodian and
Transfer and Dividend Disbursing Agent as the Board of Directors may
reasonably request or deems appropriate;
(j) Oversee and review calculations of fees paid to the Funds'
service providers;
(k) Oversee the Corporation's portfolio and perform necessary
calculations as required under Section 18 of the 1940 Act;
(l) Consult with the Corporation's officers, independent
accountants, legal counsel, custodian, accounting agent and transfer and
dividend disbursing agent in establishing the accounting policies of the Funds
and monitor financial and shareholder accounting services;
(m) Determine the amounts available for distribution as dividends
and distributions to be paid by each Fund to its shareholders; prepare and
arrange for the printing of dividend notices to shareholders; and provide the
Funds' dividend disbursing agent and custodian with such information as is
required for such parties to effect the payment of dividends and distributions
and to implement the Funds' dividend reinvestment plan;
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(n) Prepare such information and reports as may be required by any
banks from which a Fund borrows funds;
(o) Provide such assistance to the Custodian and the Corporation's
counsel and auditors as generally may be required to properly carry on the
business and operations of the Funds;
(p) Respond to or refer to the Corporation's officers or transfer
agent, shareholder (including any potential shareholder) inquiries relating to
the Funds; and
(q) Supervise any other aspects of the Funds' administration as
may be agreed to by the Corporation and the Administrator.
All services are to be furnished through the medium of any directors,
officers or employees of the Administrator or its affiliates as the
Administrator deems appropriate in order to fulfill its obligations hereunder.
The Funds will reimburse the Administrator or its affiliates for all out
of pocket expenses incurred by them in connection with the performance of the
administrative services described in this paragraph 2. The Funds will
reimburse the Administrator and its affiliates for their costs in providing
accounting services to the Funds.
3. Covenants. (a) In the performance of its duties under this Agreement,
the Administrator shall at all times conform to, and act in accordance with,
any requirements imposed by: (i) the provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended, and all applicable Rules and
Regulations of the Securities and Exchange Commission; (ii) any other
applicable provision of law; (iii) the provisions of the Charter and By Laws
of the Corporation, as such documents are amended from time to time; (iv) the
investment objectives and policies of the Funds as set forth in the
Corporation's Registration Statement on Form N1-A and/or the resolutions of
the Board of Directors; and (v) any policies and determinations of the Board
of Directors of the Corporation and
(b) In addition, the Administrator will treat confidentially and
as proprietary information of each Fund all records and other information
relative to that Fund, and the Fund's prior, current or potential
shareholders, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
4. Services Not Exclusive. Nothing in this Agreement shall prevent the
Administrator or any officer, employee or other affiliate thereof from acting
as administrator for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Administrator or any of its officers, employees or agents from buying, selling
or trading any securities for its or their own accounts or for the accounts of
others
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for whom it or they may be acting; provided, however, that the
Administrator will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations under this Agreement.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Administrator hereby agrees that all records which it
maintains for the Corporation and the Funds are the property of the
Corporation and further agrees to surrender promptly to the Corporation any
such records upon the Corporation's request. The Administrator further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
6. Expenses. During the term of this Agreement, the Administrator will
bear all costs and expenses of its employees and any overhead incurred in
connection with its duties hereunder and shall bear the costs of any salaries
or directors' fees of any officers or directors of the Corporation who are
affiliated persons (as defined in the ▇▇▇▇ ▇▇▇) of the Administrator; provided
that the Board of Directors of the Corporation may approve reimbursement to
the Administrator of the pro rata portion of the salaries, bonuses, health
insurance, retirement benefits and all similar employment costs for the time
spent on Fund operations, (including, without limitation, compliance matters)
(other than the provision of administrative services required to be provided
hereunder) of all personnel employed by the Administrator who devote
substantial time to Fund operations or the operations of other investment
companies administered by the Administrator.
7. Compensation of the Administrator. (a) The Corporation agrees to pay
to the Administrator and the Administrator agrees to accept as full
compensation for all services rendered by the Administrator as such, a monthly
fee (the "Administration Fee") in arrears at an annual rate equal to the
amount set forth in Schedule A hereto of the average daily value of each
Fund's Net Assets. "Net Assets" means the total assets of a Fund minus the sum
of the accrued liabilities. For any period less than a month during which this
Agreement is in effect, the fee shall be prorated according to the proportion
which such period bears to a full month of 28, 29, 30 or 31 days, as the case
may be.
(b) For purposes of this Agreement, the net assets of the Funds
shall be calculated pursuant to the procedures adopted by resolutions of the
Directors of the Corporation for calculating the value of the Funds' assets or
delegating such calculations to third parties.
8. Indemnity. (a) The Corporation may, in the discretion of the Board of
Directors of the Corporation, indemnify the Administrator, and each of the
Administrator's directors, officers, employees, agents, associates and
controlling persons and the directors, partners, members, officers, employees
and agents thereof (including any individual who serves at the Administrator's
request as director, officer, partner, member, trustee or the like of another
entity) (each such person being an "Indemnitee") against any liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees (all as provided in accordance
with applicable state law) reasonably incurred by such Indemnitee in
connection with the defense or disposition of any action, suit or other
proceeding,
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whether civil or criminal, before any court or administrative or investigative
body in which such Indemnitee may be or may have been involved as a party or
otherwise or with which such Indemnitee may be or may have been threatened,
while acting in any capacity set forth herein or thereafter by reason of such
Indemnitee having acted in any such capacity, except with respect to any
matter as to which such Indemnitee shall have been adjudicated not to have
acted in good faith in the reasonable belief that such Indemnitee's action was
in the best interest of the Corporation and furthermore, in the case of any
criminal proceeding, so long as such Indemnitee had no reasonable cause to
believe that the conduct was unlawful; provided, however, that (1) no
Indemnitee shall be indemnified hereunder against any liability to the
Corporation or its shareholders or any expense of such Indemnitee arising by
reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or
(iv) reckless disregard of the duties involved in the conduct of such
Indemnitee's position (the conduct referred to in such clauses (i)through (iv)
being sometimes referred to herein as "disabling conduct"), (2) as to any
matter disposed of by settlement or a compromise payment by such Indemnitee,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of
the Corporation and that such Indemnitee appears to have acted in good faith
in the reasonable belief that such Indemnitee's action was in the best
interest of the Corporation and did not involve disabling conduct by such
Indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall
be mandatory only if the prosecution of such action, suit or other proceeding
by such Indemnitee was authorized by a majority of the full Board of Directors
of the Corporation.
(b) The Corporation may make advance payments in connection with
the expenses of defending any action with respect to which indemnification
might be sought thereunder if the Corporation receives a written affirmation
of the Indemnitee's good faith belief that the standard of conduct necessary
for indemnification has been met and a written undertaking to reimburse the
Corporation unless it is subsequently determined that such Indemnitee is
entitled to such indemnification and if the Directors of the Corporation
determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following conditions must be
met: (A) the Indemnitee shall provide security for such Indemnitee
undertaking, (B) the Corporation shall be insured against losses arising by
reason of any unlawful advance, or (C) a majority of a quorum consisting of
Directors of the Corporation who are neither "interested persons" of the
Corporation (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) nor parties to
the proceeding ("Disinterested Non Party Directors") or an independent legal
counsel in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial type inquiry), that there is
reason to believe that the Indemnitee ultimately will be found entitled to
indemnification.
(c) All determinations with respect to the standards for
indemnification hereunder shall be made (1) by a final decision on the merits
by a court or other body before whom the proceeding was brought that such
Indemnitee is not liable or is not liable by reason of disabling conduct, or
(2) in the absence of such a decision, by (i) a majority vote of a quorum of
the Disinterested Non Party Directors of the Corporation, or (ii) if such a
quorum is not obtainable or, even if obtainable, if a majority vote of such
quorum so directs, independent legal counsel in a written opinion. All
determinations that advance payments in connection with the
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expense of defending any proceeding shall be authorized and shall be made in
accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not
exclude any other right to which such Indemnitee may be lawfully entitled.
9. Limitation on Liability. The Administrator will not be liable for any
error of judgment or mistake of law or for any loss suffered by Administrator
or by the Funds in connection with the performance of this Agreement, except a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
duties under this Agreement. As used in this Section 9(a), the term
"Administrator" shall include any affiliates of the Administrator performing
services for the Corporation contemplated hereby and partners, directors,
officers and employees of the Administrator and of such affiliates.
10. Duration and Termination. This Agreement shall become effective as
of the date hereof and, unless sooner terminated with respect to the Funds as
provided herein, shall continue in effect for a period of two years.
Thereafter, if not terminated, this Agreement shall continue in effect with
respect to the Funds for successive periods of 12 months, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the Corporation's Board of Directors or the vote of a majority
of the outstanding voting securities of each Fund at the time outstanding and
entitled to vote, and (b) by the vote of a majority of the Directors who are
not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval. Notwithstanding the foregoing, this Agreement may be terminated
by the Corporation at any time, without the payment of any penalty, upon
giving the Administrator 60 days' notice (which notice may be waived by the
Administrator), provided that such termination by the Corporation shall be
directed or approved by the vote of a majority of the Directors of the
Corporation in office at the time or by the vote of the holders of a majority
of the voting securities of each Fund at the time outstanding and entitled to
vote, or by the Administrator on 60 days' written notice (which notice may be
waived by the Corporation). This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority
of the outstanding voting securities," "interested person" and "assignment"
shall have the same meanings of such terms in the 1940 Act.)
11. Notices. Any notice under this Agreement shall be in writing to the
other party at such address as the other party may designate from time to time
for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.
12. Amendment of this Agreement. This Agreement may be amended by the
parties only if such amendment is specifically approved by the vote of the
Board of Directors of the Corporation, including a majority of those Directors
who are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such approval
and, where required by the 1940 Act, by a vote of a majority of the
outstanding voting securities of each Fund.
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13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York for contracts to be
performed entirely therein without reference to choice of law principles
thereof and in accordance with the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of New York, or any of the
provisions, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
14. Use of the Name BlackRock. The Administrator has consented to the
use by the Corporation of the name or identifying word "BlackRock" in the name
of the Corporation and each Fund. Such consent is conditioned upon the
employment of the Administrator as the investment Administrator to the
Corporation. The name or identifying word "BlackRock" may be used from time to
time in other connections and for other purposes by the Administrator and any
of its affiliates. The Administrator may require the Corporation to cease
using "BlackRock" in the name of the Corporation and the Funds if the
Corporation ceases to employ, for any reason, the Administrator, any successor
thereto or any affiliate thereof as investment Administrator of the
Corporation.
15. Miscellaneous. 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. 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. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.
16. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original counterpart, and
all of which, together, shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
BLACKROCK LARGE CAP SERIES FUNDS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BLACKROCK ADVISORS, LLC
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
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Schedule A
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Administration Fee
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None.
Exhibit A
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BlackRock Large Cap Growth Retirement Portfolio
BlackRock Large Cap Value Retirement Portfolio
BlackRock Large Cap Core Retirement Portfolio