BlackRock Series Fund, Inc (the "Registrant"): BlackRock Global
Allocation Portfolio (the "Fund")
77Q1(e):
Copies of any new or amended Registrant investment advisory
contracts
Attached please find as an exhibit to Sub-Item 77Q1(e) of Form
N-SAR, a copy of Form of Amendment No. 1 to the Sub-Advisory
Agreement between BlackRock Advisors, LLC and BlackRock
Investment Management, LLC with respect to the Fund.
Exhibit
77Q1(e)
Form of Amendment No. 1 to the Sub-Advisory Agreement
This Amendment dated as of [_______], 2013 is entered into by
and between BlackRock Advisors, LLC, a Delaware limited
liability company (the "Adviser"), and BlackRock Investment
Management, LLC, a Delaware limited liability company (the "Sub-
Adviser").
WHEREAS, the Adviser and the Sub-Adviser have entered
into a Sub-Investment Advisory Agreement dated September 29,
2006 (the "Sub-Advisory Agreement") pursuant to which the
Adviser appointed the Sub-Adviser to act as sub-adviser with
respect to BlackRock Global Allocation Portfolio (the "Fund"), a
series of BlackRock Series Fund, Inc. (the "Corporation"); and
WHEREAS, the Sub-Advisory Agreement provides that the
Adviser will pay to the Sub-Adviser a monthly fee in arrears at
an annual rate equal to the amount set forth in Schedule A
thereto with respect to the Fund; and
WHEREAS, the Sub-Advisory Agreement provides that the
Sub-Advisory Agreement may be amended by the parties only if
such amendment is specifically approved by the vote of the Board
of Directors of the Corporation, including a majority of those
Directors who are not parties to the Sub-Advisory Agreement or
interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval and, where
required by the Investment Company Act of 1940, by a vote of a
majority of the outstanding voting securities of the Fund; and
WHEREAS, the Board of Directors of the Corporation,
including a majority of those Directors who are not interested
persons of the Corporation, specifically approved this
amendment;
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Schedule A of the Sub-Advisory Agreement is hereby
amended as set forth on the Schedule A attached
hereto with respect to the Fund.
2. Except as otherwise set forth herein, the terms and
conditions of the Sub-Advisory Agreement (including
Schedule A) shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Sub-Advisory Agreement to be executed by
their officers designated below as of the day and year first
above written.
BLACKROCK ADVISORS, LLC
By:________________________
Name:
Title:
BLACKROCK INVESTMENT MANAGEMENT,
LLC
By:________________________
Name:
Title:
Agreed and Accepted:
BLACKROCK SERIES FUND, INC.
By:________________________
Name:
Title:
Schedule A
Pursuant to Section 7 of the Sub-Advisory Agreement, for that
portion of BlackRock Global Allocation Portfolio for which the
Sub-Adviser acts as sub-adviser, the Adviser shall pay a fee to
the Sub-Adviser equal to [ ] percent ([ ]%) of
the advisory fee received by the Adviser from BlackRock Global
Allocation Portfolio with respect to such portion, net of: (i)
expense waivers and reimbursements, (ii) expenses relating to
distribution and sales support activities borne by the Adviser,
and (iii) administrative, networking, recordkeeping, sub-
transfer agency and shareholder services expenses borne by the
Adviser.
