Exhibit 4(c)
BLACKROCK FUNDS
Addendum No. 2 to the Investment Advisory Agreement
This Addendum dated as of the ___ day of ________, 2008 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 International Diversification
Fund (the "New Portfolio"), and that it desires to retain the Adviser to act as
the investment adviser therefore, and the Adviser has notified the Fund that it
is willing to serve as investment adviser to the New 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
investment adviser to the New 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 New Portfolio 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.
3. Capitalized Terms. From and after the date hereof, the term
"Portfolio" as used in the Advisory Agreement shall be deemed to
include the International Diversification Fund.
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 the New Portfolio 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 April 26, 2007 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. 2 to
the Advisory Agreement to be executed by their officers designated below as of
the day and year first above written.
BLACKROCK FUNDS
By: ________________________
Name:
Title:
BLACKROCK ADVISORS, LLC
By: ________________________
Name:
Title:
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