0000891092-14-000580 Sample Contracts

BLACKROCK CORI FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2014 • BlackRock CoRI Funds

Agreement dated as of [ ] between BLACKROCK CORI FUNDS, a Massachusetts business trust (the “Company”), and BLACKROCK INVESTMENTS, LLC, a Delaware limited liability company (the “Distributor”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 29th, 2014 • BlackRock CoRI Funds • Delaware

AGREEMENT made as of [_________] between BLACKROCK CoRI FUNDS, a Massachusetts business trust (the “Trust”), and BLACKROCK ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 29th, 2014 • BlackRock CoRI Funds • Delaware

AGREEMENT dated as of [_____], between BlackRock Advisors, LLC, a Delaware limited liability company (“Adviser”), and BlackRock International Limited, a corporation organized under the laws of Scotland (“Sub-Adviser”).

Instrument of Accession
Securities Lending Agency Agreement • January 29th, 2014 • BlackRock CoRI Funds

Reference is made to the Amended and Restated Securities Lending Agency Agreement (the “Agreement”) dated as of March 1, 2011, by and between BlackRock Investment Management, LLC and each investment company, severally and not jointly, identified on Schedule A thereto acting by and through BlackRock Advisors, LLC or BlackRock Institutional Management Corporation (effective September 1, 2011, BlackRock Institutional Management Corporation merged into BlackRock Advisors, LLC) not in its individual capacity but as agent and investment advisor, or which has or shall become a signatory thereto by execution of an instrument of accession substantially in the form hereof.

ADMINISTRATION AGREEMENT
Administration Agreement • January 29th, 2014 • BlackRock CoRI Funds • New York

AGREEMENT, dated [ ], between BlackRock CoRI Funds (the “Trust”), a Massachusetts business trust, and BlackRock Advisors, LLC (the “Administrator”), a Delaware limited liability company.

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 29th, 2014 • BlackRock CoRI Funds • New York

This FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of [ ], by and between each registrant set forth in Annex 1, (each, a “Fund”, and collectively, the “Funds”) and, on behalf of each share class (each a “Share Class”, and collectively, the “Share Classes”) of each Fund, and its portfolios (if applicable) (each a “Portfolio”, and collectively, the “Portfolios”), set forth in Schedule A-1, Schedule B-1, Schedule C, Schedule D-1, Schedule E or Schedule F of this Agreement (collectively, the “Schedules”), and BlackRock Advisors, LLC (“BlackRock”) (as investment adviser to all Funds except for Master Investment Portfolio or as administrator to certain Funds), BlackRock Fund Advisors (“BFA”) (as investment adviser solely with respect to Master Investment Portfolio), and BlackRock Investments, LLC (the “Distributor”) (solely with respect to those Funds set forth in Schedule B). (For purposes of this Agreement, Funds with no series will be referred to as

PURCHASE AGREEMENT
Purchase Agreement • January 29th, 2014 • BlackRock CoRI Funds

BlackRock CoRI Funds (the “Trust”), a Massachusetts business trust, and BlackRock Holdco 2, Inc. (“Holdco 2”), a Delaware corporation, hereby agree as follows:

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