Exhibit 8(c)
SHAREHOLDERS' ADMINISTRATIVE SERVICES AGREEMENT
Agreement made as of January __, 2005, between BlackRock FundsSM (the
"Investment Company"), a Massachusetts business trust, and BlackRock Advisors,
Inc. ("BlackRock"), a Delaware corporation.
WHEREAS, the Investment Company is a registered investment company with
separate investment portfolios (each, a "Fund" and collectively, the "Funds") as
listed in Appendix A, and the Investment Company desires that BlackRock perform
certain services for it on behalf of such Funds; and
WHEREAS, BlackRock is willing to perform such services, upon the terms and
subject to the conditions set forth herein;
In consideration of the mutual promises and covenants set forth, the
parties agree as follows:
1. Shareholders' Administrative Services. BlackRock shall provide
shareholders' administrative services for the Investment Company, as
distinguished from, and in addition to, (i) the transfer agent and dividend
disbursing agent services otherwise provided to the Investment Company by its
transfer agent, currently PFPC Inc. ("PFPC"), pursuant to the Amended and
Restated Transfer Agency Agreement dated as of February 10, 2004 (the "Transfer
Agency Agreement") and (ii) the general administrative services otherwise
provided to the Investment Company by PFPC and BlackRock pursuant to the Amended
and Restated Administration Agreement dated as of February 10, 2004 (the
"Administration Agreement"). Shareholders' administrative services shall
include, but not be limited to, (i) responding to telephone, written or other
inquiries or instructions from shareholders, dealers and prospective investors
concerning account balances, available shareholder services, account statements,
transaction confirmations, procedures for purchasing and redeeming shares and
similar matters and services; (ii) receiving telephone transaction instructions
and inputting such instructions into PFPC's computer system; (iii) operating the
BlackRock Funds Service Center and providing the services for which the center
is responsible; and (iv) performing such other functions as the Investment
Company and BlackRock shall determine hereafter ("Shareholders' Administrative
Services").
2. Reimbursement. The Investment Company shall reimburse BlackRock for its
costs in providing such Shareholders' Administrative Services. Such costs may
include, but not be limited to, compensation of personnel, leasehold expenses,
computer and related equipment expenses, telephone charges, telephone equipment
expenses, expenses for furniture and fixtures, supplies, postage and
out-of-pocket expenses. Further, any other expenses incurred by BlackRock at the
request or with the consent of the Investment Company in connection with the
provision of the Shareholders' Administrative Services will be reimbursed by the
Investment Company. Liability for reimbursement of costs, out-of-pocket expenses
and other obligations herein that relate to a particular Fund shall not be the
responsibility of any other Fund.
3. Term. This Agreement shall become effective upon its execution as of
the date first written above and, unless sooner terminated as provided herein,
shall continue until March 31, 2006. Thereafter, if not terminated, this
Agreement shall continue automatically for successive terms of one year,
provided that such continuance is specifically approved at least annually (a) by
a vote of a majority of those members of the Investment Company's Board of
Trustees who are not parties to this Agreement or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Investment Company's Board of Trustees or by vote of a
"majority of the outstanding voting securities" of the Investment Company;
provided, however, that this Agreement may be terminated by the Investment
Company at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees or by a vote of a "majority of the outstanding
voting securities" of the Investment Company on 60-days' written notice to
BlackRock, or by BlackRock at any time, without the payment of any penalty, on
60-days' written notice to the Investment Company. (As used in this Agreement,
the terms "majority of the outstanding voting securities" and "interested
person" shall have the same meanings as such terms have in the Investment
Company Act of 1940.)
4. Responsibility of BlackRock.
a. BlackRock shall exercise reasonable care and diligence in rendering the
Shareholders' Administrative Services. BlackRock is not liable for any loss
suffered by the Investment Company in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
negligence or breach of this Agreement on its part in the performance of its
duties under this Agreement. Any person, even though also an officer, director,
employee or agent of BlackRock, who may be or become an officer, employee or
agent of the Investment Company, shall be deemed, when rendering services to the
Investment Company or acting on any business of the Investment Company (other
than services or business in connection with BlackRock's duties hereunder or
under other agreements between BlackRock and the Investment Company) to be
rendering such services to or acting solely for the Investment Company and not
as an officer, director, employee or agent or one under the control or direction
of BlackRock even though paid by it.
b. Notwithstanding anything in this Agreement to the contrary, neither
BlackRock nor its affiliates shall be liable for any consequential, special or
indirect losses or damages, regardless of whether the likelihood of such losses
or damages was known by BlackRock or its affiliates.
c. Notwithstanding anything in this Agreement to the contrary, (i)
BlackRock shall not be liable for losses, delays, failure, errors, interruption
or loss of data occurring directly or indirectly by reason of circumstances
beyond its reasonable control, including without limitation: acts of God; action
or inaction of civil or military authority; public enemy; war; terrorism; riot;
fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption,
loss or malfunction of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or non-performance by a third
party; and (ii) BlackRock shall not be under any duty or obligation to inquire
into nor shall it be liable for the validity or invalidity, authority
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or lack thereof, or truthfulness or accuracy or lack thereof, of any
instruction, direction, notice, instrument or other information reasonably
believed by it to be genuine.
d. In performing its duties as described herein, BlackRock (i) will act in
a manner not inconsistent with the Investment Company's most recent Prospectuses
and Statements of Additional Information and all amendments and supplements
thereto (as presently in effect and as from time to time amended and
supplemented) and resolutions of the Investment Company's Board of Trustees of
which BlackRock is informed by the Investment Company and (ii) will comply with
all applicable requirements of the Investment Company Act of 1940, the
Securities Act of 1933, the Securities Exchange Act of 1934 and of any other
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by BlackRock hereunder to the extent that
such requirements are applicable to the duties to be performed by BlackRock
hereunder. Except as specifically set forth herein, BlackRock assumes no
responsibility for compliance by the Investment Company or any other entity.
e. The provisions of this Section 4 shall survive termination of this
Agreement.
5. Indemnification.
a. The Investment Company agrees to indemnify, defend and hold harmless
BlackRock (including its respective officers, directors and employees) from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, reasonable attorneys' fees and disbursements and liabilities
arising under any securities laws or blue sky laws) arising directly or
indirectly from any action or omission to act taken or omitted by or on behalf
of BlackRock (i) in connection with the provision of Shareholders'
Administrative Services hereunder; (ii) at the request or on the direction of or
in reasonable reliance on the advice of the Investment Company; or (iii) upon
instructions from the Investment Company reasonably believed to be genuine;
provided, that in each case in which indemnification is sought BlackRock has not
acted contrary to the standard of care set forth in Section 4(a) of this
Agreement and provided, further, that BlackRock shall not be indemnified against
any liability (or any expenses incident to such liability) arising out of its
own willful misfeasance, bad faith, negligence or breach of this Agreement on
its part in the performance of its duties under this Agreement.
b. BlackRock agrees to indemnify, defend and hold harmless the Investment
Company (and its respective officers, trustees and employees), from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, reasonable attorneys' fees and disbursements and liabilities arising
under any securities laws or blue sky laws) arising directly or indirectly out
of BlackRock's willful misfeasance, bad faith, negligence or breach of this
Agreement on BlackRock's part in the performance of BlackRock's duties under
this Agreement.
c. The provisions of this Section 5 shall survive termination of this
Agreement.
6. Proprietary and Confidential Information. BlackRock shall keep
confidential any information relating to the Investment Company's business and
shall not use such confidential
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information for any purpose other than in connection with its performance under
this Agreement or under other agreements between BlackRock and the Investment
Company and the Investment Company shall keep confidential any information
relating to BlackRock's business and shall not use such confidential information
for any purpose other than in connection with its performance under this
Agreement or under other agreements between BlackRock and the Investment
Company. Information subject to such confidentiality obligations shall include
(a) any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, information about
product plans, marketing strategies, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past, present or future
business activities of the Investment Company (with respect to BlackRock's
confidentiality obligations) or BlackRock (with respect to the Investment
Company's confidentiality obligations); (b) any scientific or technical
information, design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality affords
the Investment Company (with respect to BlackRock's confidentiality obligations)
or BlackRock (with respect to the Investment Company's confidentiality
obligations) a competitive advantage over its competitors; (c) all confidential
or proprietary concepts, documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases, inventions,
know-how, and trade secrets, whether or not patentable or copyrightable; and (d)
anything designated as confidential. Notwithstanding the foregoing, information
shall not be subject to the foregoing obligations set forth in this Section 6
if: (a) it was already known to the receiving party at the time it was obtained;
(b) it is or becomes publicly known or available through no wrongful act of the
receiving party; (c) it was rightfully received from a third party who, to the
best of the receiving party's knowledge, was not under a duty of
confidentiality; (d) it is released by the protected party to a third party
without restriction; (e) it is required to be disclosed by the receiving party
pursuant to a requirement of a court order, subpoena, governmental or regulatory
agency or law (provided the receiving party will provide the protected party
written notice of such requirement, to the extent such notice is permitted); (f)
release of such information by BlackRock is necessary in connection with the
provision of BlackRock's services under this Agreement or under other agreements
between BlackRock and the Investment Company; (g) it is relevant to the defense
of any claim or cause of action asserted against the receiving party; or (h) it
has been or is independently developed or obtained by the receiving party.
7. Amendment of this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
8. Assignment. BlackRock may assign its rights and duties hereunder to any
affiliate of itself or of The PNC Financial Services Group, Inc., provided that
BlackRock obtains the Investment Company's prior written consent to such
assignment.
9. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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10. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
11. Miscellaneous.
a. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties.
b. No Representations or Warranties. Except as expressly provided in this
Agreement, BlackRock hereby disclaims all representations and warranties,
express or implied, made by it to the Investment Company or any other person,
including, without limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or otherwise (irrespective of
any course of dealing, custom or usage of trade), of any services or any goods
provided incidental to services provided by it under this Agreement. BlackRock
disclaims any warranty of title or non-infringement except as otherwise set
forth in this Agreement.
c. No Changes that Materially Affect Obligations. Notwithstanding anything
in this Agreement to the contrary, the Investment Company agrees that no
modifications to its registration statement and no policies which it may adopt
or resolutions which the Board may adopt will affect materially the obligations
or responsibilities of BlackRock hereunder without the prior written approval of
BlackRock, which approval shall not be unreasonably withheld or delayed.
d. Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
e. Information. The Investment Company will provide such information and
documentation as BlackRock may reasonably request in connection with
Shareholders' Administrative Services provided by BlackRock to the Investment
Company.
f. Governing Law. This Agreement shall be deemed to be a contract made in
New York and governed by New York law, without regard to principles of conflicts
of law.
g. Partial Invalidity. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. Notwithstanding the foregoing
sentence, if any provision of this Agreement relating directly or indirectly to
the term of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the parties shall immediately negotiate in good
faith in order to agree upon a new provision which is either (i) the economic
equivalent of the invalid provision or (ii) acceptable to the party adversely
affected by the invalidity of the prior provision.
h. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
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i. Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such party.
j. Systems. BlackRock shall retain title to and ownership of any and all
of its own data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by BlackRock in
connection with the Shareholders' Administrative Services provided by BlackRock
to the Investment Company.
k. Liability of Trustees, etc. "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 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 Investment
Company. 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
Investment Company 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 Investment Company must look solely to the Trust Property belonging to such
class for the enforcement of any claims against the Investment Company.
l. Legal Advice. Notwithstanding anything in this Agreement to the
contrary, the Shareholders' Administrative Services do not constitute, nor shall
they be construed as constituting, legal advice or the provision of legal
services for or on behalf of the Investment Company or any other person.
m. Additional Parties. In the event that the Investment Company
establishes one or more new series, in addition to the Funds listed in Appendix
A, which the Investment Company desires to have included in this Agreement, the
Investment Company shall provide written notice to BlackRock and if BlackRock
shall consent to include such new Fund, such new Fund shall become a party
hereunder. Similarly, a new investment company may be included hereunder by
written notice to the parties hereto and the consent of all such parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date stated above. BLACKROCK FUNDS
By: _______________________
Name:
Title:
BLACKROCK ADVISORS, INC.
By: _______________________
Name:
Title:
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APPENDIX A
BATS
Bond Allocation Target Shares Series C
Bond Allocation Target Shares Series M
Bond Allocation Target Shares Series S
BlackRock Exchange Portfolio
BlackRock Strategic I Portfolio
LIFECYCLE PREPARED PORTFOLIOS
BlackRock Lifecycle Prepared Portfolio 2010
BlackRock Lifecycle Prepared Portfolio 2015
BlackRock Lifecycle Prepared Portfolio 2020
BlackRock Lifecycle Prepared Portfolio 2025
BlackRock Lifecycle Prepared Portfolio 2030
BlackRock Lifecycle Prepared Portfolio 2035
BlackRock Lifecycle Prepared Portfolio 2040
BlackRock Lifecycle Prepared Portfolio 2045
BlackRock Lifecycle Prepared Portfolio 2050
PREPARED PORTFOLIOS
Aggressive Growth Prepared Portfolio
Conservative Prepared Portfolio
Growth Prepared Portfolio
Moderate Prepared Portfolio
PRINCIPAL PROTECTED
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
BlackRock Fundamental Growth Principal Protected Fund
EQUITY
BlackRock All-Cap Global Resources Portfolio
BlackRock Asset Allocation Portfolio
BlackRock Aurora Portfolio
BlackRock Balanced Capital Fund Inc.
BlackRock Basic Value Fund II Inc.
BlackRock Basic Value Fund Inc.
BlackRock Capital Appreciation Portfolio
BlackRock Developing Capital Markets Fund Inc.
BlackRock Equity Dividend Fund
BlackRock EuroFund
BlackRock Focus Twenty Fund Inc.
BlackRock Focus Value Fund Inc.
BlackRock Fundamental Growth Fund Inc.
BlackRock Global Allocation Fund Inc.
BlackRock Global Dynamic Equity Fund
BlackRock Global Financial Services Fund Inc.
BlackRock Global Growth Fund Inc.
BlackRock Global Opportunities Portfolio
BlackRock Global Resources Portfolio
BlackRock Global Science & Technology Opportunities Portfolio
BlackRock Global SmallCap Fund Inc.
BlackRock Global Technology Fund Inc.
BlackRock Global Value Fund Inc.
BlackRock Health Sciences Opportunities Portfolio
BlackRock Healthcare Fund Inc.
BlackRock Index Equity Portfolio
BlackRock International Fund
BlackRock International Index Fund
BlackRock International Opportunities Portfolio
BlackRock International Value Fund
BlackRock Investment Trust Portfolio
BlackRock Kentucky Municipal Bond Portfolio
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
BlackRock Latin America Fund Inc.
BlackRock Mid Cap Value Opportunities Fund
BlackRock Mid-Cap Growth Equity Portfolio
BlackRock Mid-Cap Value Equity Portfolio
BlackRock Natural Resources Trust
BlackRock Pacific Fund Inc.
BlackRock S & P 500 Index Fund
BlackRock Small Cap Core Equity Portfolio
BlackRock Small Cap Growth Equity Portfolio
BlackRock Small Cap Growth Fund II
BlackRock Small Cap Index Fund
BlackRock Small Cap Value Equity Portfolio
BlackRock Small/Mid-Cap Growth Equity Portfolio
BlackRock U.S. Opportunities Portfolio
BlackRock Utilities and Telecommunications Fund Inc.
BlackRock Value Opportunities Fund Inc.
FIXED INCOME
BlackRock Aggregate Bond Index Fund
BlackRock AMT- Free Municipal Bond Portfolio
BlackRock Bond Fund
BlackRock California Insured Municipal Bond Fund
BlackRock Commodity Strategies Fund
BlackRock Delaware Municipal Bond Portfolio
BlackRock Enhanced Income Portfolio
BlackRock Florida Municipal Bond Fund
BlackRock GNMA Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Fund
BlackRock High Yield Bond Portfolio
BlackRock High Yield Municipal Fund
BlackRock Inflation Protected Bond Portfolio
BlackRock Intermediate Bond Portfolio
BlackRock Intermediate Bond Portfolio II
BlackRock Intermediate Government Bond Portfolio
BlackRock Intermediate Municipal Fund
BlackRock International Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Managed Income Portfolio
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock North Carolina Municipal Money Market Portfolio
BlackRock Ohio Municipal Bond Portfolio
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Senior Floating Rate Fund II Inc.
BlackRock Senior Floating Rate Fund Inc.
BlackRock Short Term Bond Fund
BlackRock Short-Term Municipal Fund
BlackRock Total Return Portfolio
BlackRock Total Return Portfolio II
BlackRock World Income Fund Inc.
MONEY MARKET
BlackRock Money Market Portfolio
BlackRock Municipal Money Market Portfolio
BlackRock New Jersey Municipal Money Market Portfolio
BlackRock Ohio Municipal Money Market Portfolio
BlackRock Pennsylvania Municipal Money Market Portfolio
BlackRock Summit Cash Reserves Fund
BlackRock U.S. Treasury Money Market Portfolio
BlackRock Virginia Municipal Money Market Portfolio
