Exhibit 4(f)
FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
THIS FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT (this "Agreement") is
entered into as of the 25th day of April, 2008, by and between BlackRock Series
Fund, Inc. (the "Fund") on behalf of its series set out on Schedule A (each a
"Portfolio" and together with any series of the Fund existing in the future,
collectively the "Portfolios"), and BlackRock Advisors, LLC (the "Investment
Adviser"), the investment adviser to the Fund.
RECITALS:
WHEREAS, the Fund, on behalf of the Portfolios, and the Investment Adviser
are parties to an advisory agreement (the "Advisory Agreement"), dated as of
September 29, 2006, pursuant to which the Investment Adviser is entitled to
receive compensation at the rate as set out in Schedule B (the "Advisory Fee")
for its services to the Fund;
WHEREAS, the Investment Adviser desires to waive its Advisory Fee under
the Advisory Agreement and/or reimburse the expenses of each Portfolio presently
existing or existing in the future to the extent necessary to keep each
Portfolio's total annual portfolio operating expenses below the threshold set
forth herein; and
WHEREAS, contract owners of each Portfolio may benefit from the waiver
and/or expense limitation by incurring lower fund operating expenses than they
would absent such waiver and/or fee reimbursement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:
1. Waiver of Advisory Fee and/or Reimbursement of Portfolio Expenses;
Duration. The Investment Adviser hereby agrees to waive its Advisory Fee and/or
reimburse expenses of each Portfolio to the extent necessary to reduce the total
annual portfolio operating expenses of a Portfolio, excluding interest, taxes,
brokerage fees and commissions and extraordinary charges such as litigation
costs, to not more than 0.50% of such Portfolio's average daily net assets
during the fiscal year. The limit of 0.50% of Portfolio assets shall also be
exclusive of any expenses relating to investments in other investment companies.
This Agreement shall be effective for each Portfolio's current fiscal year and
for fiscal years thereafter unless the Board of Directors of the Fund and the
Investment Adviser agree otherwise not less than 15 days prior to the end of the
then current fiscal year.
2. Acknowledgments of Investment Adviser. The Investment Adviser hereby
acknowledges that the Fund will rely on this Agreement in preparing a
registration statement on Form N-1A relating to the Fund and its Portfolios and
any amendments and supplements thereto and in accruing the Fund's expenses, on
behalf of the Portfolios, for purposes of calculating net asset value and for
other purposes, and expressly permits the Fund to do so.
3. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York, without giving effect to the principles of conflicts of
laws thereof.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Investment Adviser and the Fund have executed this
Agreement as of the date and year first written above.
BLACKROCK SERIES FUND, INC., on behalf of
its series, BLACKROCK BALANCED
CAPITAL PORTFOLIO, BLACKROCK
FUNDAMENTAL GROWTH PORTFOLIO,
BLACKROCK GLOBAL ALLOCATION
PORTFOLIO, BLACKROCK HIGH INCOME
PORTFOLIO, BLACKROCK GOVERNMENT
INCOME PORTFOLIO, BLACKROCK
LARGE CAP CORE PORTFOLIO,
BLACKROCK MONEY MARKET
PORTFOLIO, BLACKROCK TOTAL
RETURN PORTFOLIO
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
BLACKROCK ADVISORS, LLC
By: /s/ Xxx Xxxx
---------------------------------
Name: Xxx Xxxx
Title: Managing Director
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Schedule A
BLACKROCK SERIES FUND, INC.
BlackRock Balanced Capital Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock High Income Portfolio
BlackRock Government Income Portfolio
BlackRock Large Cap Core Portfolio
BlackRock Money Market Portfolio
BlackRock Total Return Portfolio
Schedule B
Investment Advisory Fee
Average Daily Net Assets of
the Eight Combined Portfolios Investment Advisory Fee
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Not exceeding $250 million............................... 0.50%
In excess of $250 million but not
exceeding $300 million................................. 0.45%
In excess of $300 million but not
exceeding $400 million................................. 0.40%
In excess of $400 million but not
exceeding $800 million................................. 0.35%
In excess of $800 million................................ 0.30%
These fee rates are applied to the average daily net assets of each Portfolio,
with the reduced rates above applicable to portions of the assets of each
Portfolio to the extent that the aggregate average daily net assets of the eight
combined Portfolios exceed $250 million, $300 million, $400 million and $800
million (each such amount being a "breakpoint level"). The portion of the assets
of a Portfolio to which the rate at each breakpoint level applies will be
determined on a "uniform percentage" basis. The uniform percentage applicable to
a breakpoint level is determined by dividing the amount of the aggregate average
daily net assets of the eight combined Portfolios that falls within that
breakpoint level by the aggregate average daily net assets of the eight combined
Portfolios. The amount of the fee for a Portfolio at each breakpoint level is
determined by multiplying the average daily net assets of that Portfolio by the
uniform percentage applicable to that breakpoint level and multiplying the
product by the applicable advisory fee rate.
