BLACKROCK FUNDS Addendum No. 2 to the Investment Advisory Agreement
Exhibit 99.4(h)
Addendum No. 2 to the Investment Advisory Agreement
This Addendum dated as of the day of , 2007 is entered into by and between BLACKROCK FUNDS, a Massachusetts business trust (the “Fund”), and BLACKROCK ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Fund and the Adviser have entered into an Investment Advisory Agreement dated as of September 29, 2006 (the “Advisory Agreement”) pursuant to which the Fund appointed the Adviser to act as investment adviser to certain investment portfolios of the Fund; and
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event the Fund establishes one or more additional investment portfolios with respect to which it desires to retain the Adviser to act as investment adviser under the Advisory Agreement, the Fund shall so notify the Adviser in writing and if the Adviser is willing to render such services it shall so notify the Fund in writing; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the Fund has notified the Adviser that it is establishing the Prepared Portfolio 2010, Prepared Portfolio 2015, Prepared Portfolio 2020, Prepared Portfolio 2025, Prepared portfolio 2030, Prepared Portfolio 2035, Prepared Portfolio 2040, Prepared Portfolio 2045 and Prepared Portfolio 2050 (the “New Portfolios”), and that it desires to retain the Adviser to act as the investment adviser therefor, and the Adviser has notified the Fund that it is willing to serve as investment adviser to each of the New Portfolios;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Appointment. The Fund hereby appoints the Adviser to act as investment adviser to each of the New Portfolios for the period and on the terms set forth in the Advisory Agreement. The Adviser hereby accepts such appointment and agrees to render the services set forth in the Advisory Agreement with respect to each of the New Portfolios for the compensation herein provided.
2. Compensation.
The Adviser shall not receive any compensation from the Fund for the services provided and the expenses assumed pursuant to the Advisory Agreement.
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3. Capitalized Terms. From and after the date hereof, the term “Portfolio” as used in the Advisory Agreement shall be deemed to include the Prepared Portfolio 2010, Prepared Portfolio 2015, Prepared Portfolio 2020, Prepared Portfolio 2025, Prepared portfolio 2030, Prepared Portfolio 2035, Prepared Portfolio 2040, Prepared Portfolio 2045 and Prepared Portfolio 2050.
4. Miscellaneous. Except to the extent supplemented hereby, the Advisory Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as supplemented hereby. Without limiting the generality of the foregoing, it is understood that the Adviser may employ one or more sub-advisers for each of the New Portfolios pursuant to Section 2 of the Advisory Agreement.
5. Release. “BlackRock Funds” and “Trustees of BlackRock Funds” refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated December 22, 1988 which is hereby referred to and a copy of which is on file at the office of the State Secretary of the Commonwealth of Massachusetts and at the principal office of the Fund. The obligations of “BlackRock Funds” entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Fund personally, but bind only the Trust Property (as defined in the Declaration of Trust), and all persons dealing with any class of shares of the Fund must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 2 to the Advisory Agreement to be executed by their officers designated below as of the day and year first above written.
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