Exhibit 77Q1(e)
Amendment No. 2 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 "Advisor"), and
BlackRock Financial Management, Inc., a Delaware corporation
(the "Sub-Advisor").
WHEREAS, the Advisor and the Sub-Advisor have
entered into a Sub-Investment Advisory Agreement dated
September 29, 2006 (the "Sub-Advisory Agreement") pursuant to
which the Advisor appointed the Sub-Advisor to act as sub-
adviser with respect to BlackRock Total Return V.I. Fund
(formerly, BlackRock Bond V.I. Fund) (the "Fund"), a series of
BlackRock Variable Series Funds, Inc. (the "Corporation"); and
WHEREAS, the Sub-Advisory Agreement provides that
the Advisor will pay to the Sub-Advisor a monthly fee in
arrears at an annual rate equal to the amount set forth in
Schedule A thereto; 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, 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 shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2 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 FINANCIAL MANAGEMENT, INC.
By:________________________
Name:
Title:
Schedule A
Pursuant to Section 7 of the Sub-Advisory Agreement, for that
portion of the BlackRock Total Return V.I. Fund for which the
Sub-Advisor acts as sub-adviser, the Advisor shall pay a fee
to the Sub-Advisor equal to [_______] percent ([__]%) of the
advisory fee received by the Advisor from the Fund with
respect to such portion, net of: (i) expense waivers and
reimbursements, (ii) expenses relating to distribution and
sales support activities borne by the Advisor, and (iii)
administrative, networking, recordkeeping, sub-transfer agency
and shareholder services expenses borne by the Advisor.
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