EXHIBIT 5(s)
BLACKROCK FUNDS/SM/
Addendum No. 4 to the Investment Advisory Agreement
This Addendum dated as of the ____ day of October, 1998 is entered
into by and between BLACKROCK FUNDS, a Massachusetts business trust (the
"Fund"), and BLACKROCK ADVISORS, INC., a Delaware corporation (the "Adviser").
WHEREAS, the Fund and the Adviser have entered into an Investment
Advisory Agreement dated as of January 4, 1996 (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 the High Yield Bond Portfolio
(the "Portfolio"), and that it desires to retain the Adviser to act as the
investment adviser therefor, and the Adviser has notified the Fund that it is
willing to serve as investment adviser to the 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
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investment adviser to the 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 Portfolio for
the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
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pursuant to the Advisory Agreement, the Fund will pay the
Adviser, and the Adviser will accept as full compensation
therefor from the Fund, a fee at the following annual rates:
.50% of the first $1 billion of the Portfolio's average daily net
assets, .45% of the next $1 billion of the Portfolio's average
daily net assets, .425% of the next $1 billion of the Portfolio's
average daily net assets and .40% of the average daily net
assets of the Portfolio in excess of $3 billion.
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Such fee as is attributable to the Portfolio shall be a separate
charge to such Portfolio and shall be the several (and neither
joint nor joint and several) obligation of the Portfolio.
3. Capitalized Terms. From and after the date hereof, the term
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"Portfolios" as used in the Advisory Agreement shall be deemed to
include the High Yield Bond Portfolio.
4. Miscellaneous. Except to the extent supplemented hereby, the
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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 Portfolio pursuant to Section 2 of the
Advisory Agreement.
5. Release. "BlackRock Funds" and "Trustees of BlackRock Funds"
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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 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]
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 4 to the
Advisory Agreement to be executed by their officers designated below as of the
day and year first above written.
Attest: BLACKROCK FUNDS/SM/
[SEAL] By:________________________
Name:
Title:
BLACKROCK ADVISORS, INC.
[SEAL] By:________________________
Name:
Title:
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