ADMINISTRATION AGREEMENT

Exhibit 8(b)

AGREEMENT, dated , 2019, between BlackRock Funds^SM, a Massachusetts business trust (collectively, the “Trust”), and BlackRock Advisors, LLC (the “Administrator”), a Delaware limited liability company.

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), with distinct series of shares each having its own investment objectives, policies and restrictions; and

WHEREAS, the Trust desires to retain the Administrator to provide certain administration services as set forth herein with respect to the Trust and each series of the Trust set forth on Schedule B attached hereto, as such Schedule may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and the Administrator is willing to furnish such administration services for the compensation herein provided; and

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Administrator is willing to furnish such services upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. In General.

(a) The Administrator agrees, all as more fully set forth herein, to act as administrator to the Trust and each Fund listed on Schedule B attached hereto.

(b) In the event that the Trust establishes one or more additional series other than the Funds named on Schedule B with respect to which it desires to retain the Administrator to act as administrator hereunder, the Trust shall notify the Administrator. If the Administrator is willing to render such services under this Agreement, it shall accept such appointment pursuant to an addendum to this Agreement, whereupon Schedule B shall be supplemented (or amended) and, subject to such approval as may be required pursuant to Section 13 hereof, such series shall become a “Fund” hereunder and shall be subject to the provisions of this Agreement to the same extent as the Funds (except to the extent that said provisions may be modified in writing by the Trust and the Administrator at the time).

2. General Duties and Obligations of Administrator with Respect to the Administration of the Trust. The Administrator agrees to provide clerical, bookkeeping and administrative services (other than such services, if any, provided by a Fund’s investment adviser, distributor, custodian, transfer agent and dividend disbursing agent, other administrator and other service providers (collectively, “Other Service Providers”)) for the Trust and each Fund, and to furnish office facilities and equipment, as necessary, in order to provide such services.

All services are to be furnished through the medium of any directors, officers or employees of the Administrator or its affiliates as the Administrator deems appropriate in order to fulfill its obligations hereunder.

3. Class-Specific Duties and Obligations of Administrator with Respect to the Administration of the Trust. The Administrator agrees to provide the following services with respect to each individual class of shares of the Funds and the shareholders thereof as indicated below (the “Services”), as appropriate:

(a) With respect to certain classes of each Fund, provide for personnel and the supervision of a facility to receive purchase and redemption orders via the Trust’s toll free telephone lines and input these instructions in the Fund’s transfer agent client tracking system, if required;

(b) With respect to all share classes of each Fund, provide for personnel to respond to written or other inquiries from shareholders, dealers or prospective investors as the case may be;

(c) With respect to all share classes of each Fund (other than Direct Shares), to the extent relevant, monitor the Trust’s arrangements with respect to services provided by certain institutional shareholders (“Service Organizations”) under the Trust’s distribution and service plan relating to the respective classes of shares of the Trust’s investment portfolios and any amended or successor plan (the “Plan”), including monitoring and reviewing the services rendered by Service Organizations to their customers who beneficially own shares of such class, pursuant to agreements between the Trust and such Service Organizations (“Servicing Agreements”); review the qualifications of Service Organizations wishing to enter into Servicing Agreements with the Trust; assist in the execution and delivery of Servicing Agreements; monitor the operations of the Plan; monitor the activities of the Trust’s transfer agent relating to the calculation of front-end sales charges and contingent deferred sales charges payable in connection with the purchase and redemption of shares, and the payment of all such sales charges to the Trust’s distributor or others (subject to the applicable limitations of the Financial Industry Regulatory Authority, Inc. on asset-based sales charges); calculate the amount of fees payable with respect to the Plan with respect to such class of shares on a daily basis and upon instruction from the Trust remitting such fees pursuant to the Plan; report to the Trust’s Board of Trustees with respect to the amounts paid or payable by the Trust from time to time under the Plan and the nature of the services provided by Service Organizations; and maintain appropriate records in connection with such duties;

(d) With respect to all share classes of each Fund, maintain the Trust’s relationships with third-party industry data services, such as NASDAQ and Lipper Analytical Services, and report to such services with respect to ticker symbols, performance information and other information regarding the Funds, as appropriate;

(e) With respect to all share classes of each Fund, provide oversight and related support services that are intended to ensure the delivery of quality service to the shareholders of such class; and

(f) With respect to all share classes of each Fund, provide such other services as the Trust may reasonably request.

4. Covenants.

(a) In the performance of its duties under this Agreement, the Administrator shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended, and all applicable rules and regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration Statement on Form N-1A and/or the resolutions of the Board of Trustees; and (v) any policies and determinations of the Board of Trustees of the Trust.

(b) In addition, the Administrator will treat confidentially and as proprietary information of the Trust and the Funds all records and other information relative to the Trust and the Funds, and each Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder. 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 Trust and/or each Fund; (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 Trust and/or each Fund 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 4(b) if: (a) it is or becomes publicly known or available through no wrongful act of the receiving party; (b) 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; (c) it is released by the protected party to a third party without restriction; (d) 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); (e) release of such information by the Administrator is necessary in connection with the provisions of the Administrator’s services under this Agreement; (f) it is relevant to the defense of any claim or cause of action asserted against the receiving party; or (g) it has been or is independently developed or obtained by the receiving party.

5. Services Not Exclusive. Nothing in this Agreement shall prevent the Administrator or any officer, employee or other affiliate thereof from acting as administrator for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Administrator or any of its officers, employees or agents from buying, selling or

trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Administrator will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

6. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator hereby agrees that all records which it maintains for each Fund are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Administrator further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

7. Expenses. During the term of this Agreement, the Administrator will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder and shall bear the costs of any salaries of any officers or trustees’ fees of any Trustees of the Trust who in each case are affiliated persons (as defined in the 0000 Xxx) of the Administrator. Other expenses to be incurred in the operation of the Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and trustees who are not officers, directors, shareholders or employees of the Administrator, or the Trust’s investment adviser or the distributor for the Funds, commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums, outside auditing and legal expenses, costs of outside pricing services, costs of maintaining corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Funds, costs of shareholders’ reports and corporate meetings and any extraordinary expenses, will be borne by the Trust on behalf of the applicable Fund, provided, however, that the Trust and such Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the sale of shares of the Fund otherwise than pursuant to the Plan.

8. Compensation of the Administrator.

(b) Each Fund agrees to pay to the Administrator and the Administrator agrees to accept as compensation for all Services rendered by the Administrator as such, a monthly fee (the “Administration Fee”) in arrears at an annual rate equal to the amount set forth in Schedule A hereto of the average daily value of each such Fund’s Net Assets allocated to the respective classes of shares of each Fund. The Administration Fee attributable to each class of shares shall be borne solely by the shares of that class.

(c) “Net Assets” means the total assets of a Fund minus the sum of the accrued liabilities. For any period less than a month during which this Agreement is in effect, the fees shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. For purposes of this Agreement, the value of the Net Assets of the Funds shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of each Fund’s assets or delegating such calculations to third parties.

9. Indemnity.

(a) The Trust, on behalf of each Fund, agrees to indemnify, defend and hold harmless the Administrator and its affiliates (including their 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 the Administrator (i) in connection with the provision of services hereunder; or (ii) at the request or on the direction of or in reasonable reliance on the advice of the Trust on behalf of the applicable Fund; provided, that in each case in which indemnification is sought the Administrator has not acted contrary to the standard of care set forth in Section 10 of this Agreement and provided, further, that the Administrator or any of its affiliates shall not be indemnified against any liability (or any expenses incident to such liability) arising out of its (or its affiliates’) own willful misfeasance, bad faith, negligence or breach of this Agreement on its part in the performance of its duties under this Agreement.

(b) The Administrator agrees to indemnify, defend and hold harmless the Trust, each Fund and their respective affiliates, including the Trust’s 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 out of the Administrator’s willful misfeasance, bad faith, negligence or breach of this Agreement on its part in the performance of its duties under this Agreement.

10. Limitation on Liability.

(a) The Administrator shall exercise reasonable care and diligence in rendering its services listed in and performing its obligations under Sections 2, 3 and 4 above. The Administrator is not liable for any loss suffered by the Trust or any Fund 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 the Administrator, who may be or become an officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Administrator’s duties hereunder) to be rendering such services to or acting solely for the Trust and not as an officer, director, employee or agent or one under the control or direction of the Administrator even though paid by it.

(b) Notwithstanding anything in this Agreement to the contrary, neither the Administrator 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 the Administrator.

(c) Notwithstanding anything in this Agreement to the contrary: (i) the Administrator 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; and (ii) the Administrator shall not be under any duty or obligation to inquire into nor shall it be liable for the validity or invalidity, authority 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.

11. Duration and Termination.

(a) This Agreement shall become effective as of the date first written above with respect to each Fund listed in Schedule B as of such date, and, with respect to any additional Fund, as of the date of any addendum executed by the Trust, on behalf of such Fund, and the Administrator, in accordance with Section 1(b) hereof, provided that this Agreement (as supplemented by the terms specified in any addendum pursuant to Section 1(b) hereof) shall have been approved in accordance with the requirements of the 1940 Act, and, unless sooner terminated as provided herein, shall thereafter continue in effect with respect to each such Fund on Schedule B until June 30, 2019 and for any other Fund, until June 30 of the next succeeding calendar year following the applicable effective date. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the particular Fund for successive periods of one year, provided that such continuance is specifically approved at least annually by vote of the Trust’s Board of Trustees and by a vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or “interested persons” of any such party.

(b) Notwithstanding the foregoing, this Agreement may be terminated with respect to any Fund at any time, without the payment of any penalty, (i) by the Trust (by vote of a majority of the Trust’s Board of Trustees, on 60 days’ written notice to the Administrator (which notice may be waived by the Administrator), or (ii) by the Administrator on 150 days’ written notice to the Trust, on behalf of the applicable Fund, (which notice may be waived by the Trust on its behalf or on behalf of a Fund). This Agreement will automatically and immediately terminate with respect to all Funds in the event of its “assignment.” (As used in this Agreement, the terms “interested persons” and “assignment” shall have the same meanings as such terms have under the 1940 Act, including any interpretive guidance thereunder by the SEC or its staff.)

(c) In the event of termination of this Agreement by the Trust on behalf of itself or a Fund pursuant to Section 11(b)(i), or by the Administrator pursuant to Section 11(b)(ii) after a material breach of this Agreement by the Trust, all expenses (which shall not be deemed a penalty) associated with the movement (or duplication) of records and materials, deconversion or conversion to a successor administrator or other service provider incurred by the Administrator, will be borne by the Trust or the applicable Fund.

12. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

13. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party or Fund against which an enforcement of the change, waiver, discharge or termination is sought.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.

15. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

16. Miscellaneous.

(a) This Agreement embodies the entire agreement and understanding among 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) 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. 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. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto, the Funds, and their respective successors.

(c) The names “BlackRock Funds^SM”, and “Trustees” of BlackRock Funds^SM refer respectively to the trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Declaration of Trust, as amended from time to time, which is hereby referred to and a copy of which is on file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of “BlackRock Funds^SM” entered into in the name or on behalf thereof by any of its respective Trustees, officers, representatives or agents are not made individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property (as defined in the Declaration of Trust), and all persons dealing with any Fund or class of shares of the Trust must look solely to the Trust Property belonging to such Fund or class for the enforcement of any claims against the Trust.

17. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.


BLACKROCK FUNDS^SM on behalf of each BlackRock Funds^SM Fund listed on Schedule B

By:
Name:		Xxxxx Xxxxxx
Title:		Assistant Treasurer

BLACKROCK ADVISORS, LLC

By:
Name:		Xxxx X. Xxxxxxx
Title:		Managing Director

Schedule A

Administration Fee

BlackRock Liquid Environmentally Aware Fund:

0.04% on all Direct Shares net assets

0.14% on all Institutional and Investor A Shares net assets

Schedule A, dated , 2019

A-1

Schedule B

BlackRock Liquid Environmentally Aware Fund

Schedule B, dated , 2019

A-2

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Table of Contents

ADMINISTRATION AGREEMENT

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