Amendment No. 1 to the Sub-Advisory Agreement
Exhibit 4(i)
Amendment No. 1 to the Sub-Advisory Agreement
This Amendment dated as of [_______], 2012 is entered into by and between BlackRock Advisors, LLC, a Delaware limited liability company (the “Adviser”), and BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Adviser”).
WHEREAS, the Adviser and the Sub-Advisor 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 Managed Volatility V.I. Fund (formerly, BlackRock Balanced Capital V.I. Fund) (the “Fund”), a series of BlackRock Variable Funds, 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; 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. |
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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 FINANCIAL MANAGEMENT, INC.
By:
Name:
Title:
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Schedule A
Pursuant to Section 7 of the Sub-Advisory Agreement, for that portion of the BlackRock Managed Volatility V.I. Fund 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 the 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.
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