WAIVER RELIANCE LETTER
Exhibit 8(o)
WAIVER RELIANCE LETTER
October 1, 2002
000 Xxxxxxxx Xxxxxxx
Wilmington, DE 19809
Ladies and Gentlemen:
BlackRock Advisors, Inc. (“BAI”), PFPC Inc. (“PFPC”) and BlackRock Funds (the “Fund”) have entered into an Administration Agreement, dated as of May 13, 1998 (the
“Administration Agreement”), pursuant to which BAI and PFPC have each agreed to furnish certain administration services to the Fund on the terms and subject to the conditions of the Administration Agreement. PFPC and the Fund have entered
into a Transfer Agency Agreement, dated as of October 4, 1989, as amended (the “Transfer Agency Agreement” and, together with the Administration Agreement, the “Agreements”), pursuant to which PFPC has agreed to furnish certain
transfer agency services to the Fund on the terms and subject to the conditions of the Transfer Agency Agreement.
Each of BAI and PFPC has covenanted to the Fund that they will waive receipt of certain payments under the Agreements that would be expenses of the Fund, as set forth below. XXX and PFPC understand that you intend to disclose this
undertaking in your Registration Statement on Form N-1A and certain of the prospectuses included therein. This letter confirms that you may rely on such undertaking for purposes of making disclosure in your Registration Statement and prospectuses
and authorizes you to offset the appropriate amount of the waived payments described herein against the payments due under the Agreements.
BAI and PFPC will waive receipt of certain class-specific payments (as described
in Appendix B to the Administration Agreement) that would be expenses of the indicated share classes of the indicated investment portfolios of the Fund under the Administration Agreement in the following amounts:
| Portfolio and Share Class |
Waiver (as a % of average daily net assets attributable to share class) | |
| Core Bond Total Return |
||
| Investor A Shares Investor B Shares Investor C Shares |
.05% of the first $500 million of average daily net assets allocated to each respective class of shares, .04% of the next $500 million of such average daily net
assets, and .03% of all average daily net assets allocated to a class of shares in excess of $1 billion | |
| Core PLUS Total Return |
||
| Investor A Shares Investor B Shares Investor C Shares |
.05% of the first $500 million of average daily net assets allocated to each respective class of shares, .04% of the next $500 million of such average daily net
assets, and .03% of all average daily net assets allocated to a class of shares in excess of $1 billion | |
| Low Duration Bond |
||
| Investor A Shares Investor B Shares Investor C Shares |
.05% of the first $500 million of average daily net assets allocated to each respective class of shares, .04% of the next $500 million of such average daily net
assets, and .03% of all average daily net assets allocated to a class of shares in excess of $1 billion | |
| Intermediate Bond |
||
| Investor A Shares Investor B Shares Investor C Shares |
.05% of the first $500 million of average daily net assets allocated to each respective class of shares, .04% of the next $500 million of such average daily net
assets, and .03% of all average daily net assets allocated to a class of shares in excess of $1 billion |
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PFPC will waive receipt of certain payments that would be expenses of the
indicated share classes of the indicated investment portfolios of the Fund under the Transfer Agency Agreement in the following amounts:
| Portfolio and Share Class |
Waiver (as a % of average daily
net assets attributable to share class) | |
| Core Bond Total Return |
||
| Investor A Shares |
.07% | |
| Investor B Shares |
.06% | |
| Investor C Shares |
.06% | |
| Core PLUS Total Return |
||
| Investor A Shares |
.07% | |
| Investor B Shares |
.06% | |
| Investor C Shares |
.06% | |
| Low Duration Bond |
||
| Investor A Shares |
.06% | |
| Investor B Shares |
.05% | |
| Investor C Shares |
.05% | |
| Intermediate Bond |
||
| Investor A Shares |
.07% | |
| Investor B Shares |
.06% | |
| Investor C Shares |
.06% |
The waivers described above shall continue in effect until February
1, 2004 and from year to year thereafter (a “Yearly Period”) provided such continuance is specifically approved by a majority of the Trustees of the Fund who (i) are not “interested persons” of the Fund, BAI or PFPC, as defined
in the Investment Company Act of 1940, as amended, and (ii) have no direct or indirect financial interest in the operation of this letter (“Non-Interested Trustees”). Nevertheless, for any Yearly Period commencing after February 1, 2004,
this letter may be terminated by any party hereto, without payment of any penalty, upon written notice to the other parties at their principal places of business, such notice to be provided no later than the December 1 preceding the commencement of
the Yearly Period to which the termination relates; provided that, in the case of termination by the Fund, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Fund.
The amounts to be waived by XXX and PFPC pursuant to this letter relate only to the class-specific asset-based fees payable under the
Administration Agreement (the “Administration Fees”) and the asset-based fees and per account fees payable under the Transfer Agency Agreement (the “Transfer Agency Fees”). Furthermore, for the avoidance of doubt, (i) nothing in
this letter shall obligate BAI or PFPC to make any payments to the Fund or the above-listed investment portfolios if the amounts to be waived under the relevant Agreement pursuant to this letter exceed the Administration Fees (with respect to the
Administration Agreement) or the Transfer Agency Fees (with respect to the Transfer Agency Agreement) and (ii) if, for any Yearly Period, the amounts to be waived under the relevant Agreement pursuant to this letter exceed the Administration Fees
(with respect to the Administration Agreement) or the Transfer Agency Fees (with respect to the Transfer Agency Agreement), such excess shall not be carried over to any succeeding Yearly Periods.
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Please acknowledge the foregoing by signing this letter in the space provided
below and returning an executed copy to BAI and PFPC.
| Sincerely, | ||
| BLACKROCK ADVISORS, INC. | ||
| By: |
||
| Name: | ||
| Title: | ||
| PFPC INC. | ||
| By: |
||
| Name: | ||
| Title: | ||
CONFIRMED AND ACCEPTED
| By: |
||
| Name: | ||
| Title: | ||
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