0001193125-13-186621 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2013 • BlackRock Funds III • New York

AGREEMENT, dated July 1, 2012, between BlackRock Funds III (the “Fund”), a Delaware business trust, on behalf of itself and each of its series listed on Exhibit A (each a “Portfolio” and together the “Portfolios”), and BlackRock Advisors, LLC (the “Administrator”), a Delaware limited liability company.

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BLACKROCK FUNDS III MASTER INVESTMENT PORTFOLIOS Amended and Restated Independent Expense Reimbursement Agreement
Reimbursement Agreement • April 30th, 2013 • BlackRock Funds III

This Amended and Restated Independent Expense Reimbursement Agreement (this “Agreement”) is entered into as of July 1, 2012 by and among Master Investment Portfolio (“MIP”), BlackRock Funds III (the “Trust”), BlackRock Fund Advisors (“BFA”) and BlackRock Advisors, LLC (“BAL”). This Agreement serves to amend and restate the Independent Expense Reimbursement Agreement entered into as of November 13, 2009 by and among MIP, the Trust, BFA (formerly Barclays Global Fund Advisors) and BlackRock Institutional Trust Company, N.A. (formerly Barclays Global Investors, N.A.) (“BTC”) in order to reflect the replacement of BTC by BAL as administrator to MIP and the Trust.

ADMINISTRATION AGREEMENT BlackRock Funds III
Administration Agreement • April 30th, 2013 • BlackRock Funds III • New York

This Administration Agreement, dated July 1, 2012, between BlackRock Funds III (the “Trust”) and BlackRock Advisors, LLC (“BlackRock”) confirms the agreement between the Trust on behalf of its series listed in the attached Appendix A, as such Appendix may be amended from time to time (collectively, the “Funds”), and BlackRock.

MASTER ADMINISTRATION FEE WAIVER AGREEMENT BLACKROCK FUNDS III
Fee Waiver Agreement • April 30th, 2013 • BlackRock Funds III • California

This MASTER ADMINISTRATION FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 1st day of July, 2012, by and between BlackRock Advisors, LLC (the “Administrator”) and BlackRock Funds III (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each, a “Fund”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 30th, 2013 • BlackRock Funds III

This TRANSFER AGENCY AGREEMENT (“Agreement”) is made as of March 29, 2010 by and between PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), and BlackRock Funds III, a Massachusetts business trust (the “Fund”).

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