Exhibit 99.4(y)
BLACKROCK FUNDS/SM/
Addendum No. 6 to the Investment Advisory Agreement
This Addendum dated as of the ____ day of _______, 2000 is entered
into by and between BLACKROCK FUNDS, a Massachusetts business trust (the
"Fund"), and BLACKROCK ADVISORS, INC., a Delaware corporation (the "Adviser").
WHEREAS, the Fund and the Adviser have entered into an Investment
Advisory Agreement dated as of January 4, 1996 (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 Core Equity Portfolio (the
"Portfolio"), 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 the Portfolio;
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
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investment adviser to the Portfolio 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 the Portfolio for
the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
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pursuant to the Advisory Agreement, the Fund will pay the
Adviser, and the Adviser will accept as full compensation
therefor from the Fund, a fee at the following annual rates: .35%
of the first $1 billion of the Portfolio's average daily net
assets, .325% of the next $1 billion of the Portfolio's average
daily net assets, .30% of the next $1 billion of the Portfolio's
average daily net assets and .275% of the average daily net
assets of the Portfolio in excess of $3 billion.
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Such fee as is attributable to the Portfolio shall be a separate
charge to such Portfolio and shall be the several (and neither
joint nor joint and several) obligation of the Portfolio.
3. Capitalized Terms. From and after the date hereof, the term
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"Portfolios" as used in the Advisory Agreement shall be deemed to
include the Core Equity Portfolio.
4. Miscellaneous. Except to the extent supplemented hereby, the
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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 the Portfolio pursuant to Section 2 of the
Advisory Agreement.
5. Release. "BlackRock Funds" and "Trustees of BlackRock Funds" refer
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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.
[End of Text]
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 6
to the Advisory Agreement to be executed by their officers designated below as
of the day and year first above written.
BLACKROCK FUNDS/SM/
By:________________________
Name:
Title:
BLACKROCK ADVISORS, INC.
By:________________________
Name:
Title:
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