Rider B
BLACKROCK FUNDS
Addendum No. 11 to the Investment Advisory Agreement
This Addendum dated as of the 11th day of November, 2014 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 BlackRock Macro Themes 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 receive annual compensation from the
Fund on behalf of the New Portfolio for the services
provided and the expenses assumed pursuant to the
Advisory Agreement computed daily and payable monthly,
as a percentage of the New Portfolio's average daily
net assets, and calculated as follows:
New Portfolio
BlackRock Macro Themes Fund
Average Daily Net Assets Management Fee Rate
First $1 billion............... 0.85%
$1 billion - $3 billion...... 0.80%
$3 billion - $5 billion...... 0.77%
$5 billion - $10 billion..... 0.74%
Greater than $10 billion... 0.72%
3. Capitalized Terms. From and after the date hereof,
the term "Portfolio" as used in the Advisory Agreement
shall be deemed to include BlackRock Macro Themes
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 December 22, 1988, as
amended, 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]
IN WITNESS WHEREOF, the parties hereto have caused this
Addendum No. 11 to the Advisory Agreement to be executed by
their officers designated below as of the day and year first
above written.
BLACKROCK FUNDS
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: President and Chief
Executive Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
