EX-99.8(C)(3) 2 d195845dex998c3.htm FORM OF AMENDMENT NO. 2 Form of Amendment No. 2

Exhibit 8(c)(3)

Amendment No. 2 to the Administration Agreement

This Amendment No. 2 dated as of January 28, 2021 (the “Amendment”) to the Administration Agreement (as defined below) is entered into by and among BlackRock FundsSM, BlackRock Funds II, BlackRock Funds IV and BlackRock Funds V (collectively, the “Trusts”), each a Massachusetts business trust, BlackRock Large Cap Series Funds, Inc. (the “Corporation”), a Maryland corporation, and BlackRock Advisors, LLC (the “Administrator”), a Delaware limited liability company. Capitalized terms used herein and not otherwise defined shall have the meaning or meanings as set forth in the Administration Agreement.

WHEREAS, the Trusts and the Administrator have entered into an Administration Agreement dated January 1, 2015 (the “Administration Agreement”), as amended, pursuant to which each of the Trusts retained the Administrator to provide certain administration services with respect to each Trust and its respective series;    

WHEREAS, the Board of Directors of the Corporation, including a majority of those Directors who are not interested persons of the Corporation, approved the appointment of the Administrator to provide certain administration services to the Corporation and BlackRock Advantage Large Cap Core Fund (“Core Fund”), a series of the Corporation, at an in-person meeting held on November 10, 2020; and

WHEREAS, the parties desire to add the Corporation as a party to the Administration Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Appointment. The Corporation hereby appoints the Administrator to act as the administrator of the Corporation and its series listed on Schedule B for the period and on the terms set forth in the Administration Agreement. The Administrator hereby accepts such appointment and agrees to render the services set forth in the Administration Agreement with respect to the Corporation and its series listed on Schedule B.

2.    Capitalized Terms. From and after the date hereof, the term “Trust” as used in the Administration Agreement shall be deemed to include the Corporation. From and after the date hereof, the term “Fund” as used in the Administration Agreement shall be deemed to include Core Fund. From and after the date hereof, the terms “Trustees” and “Board of Trustees” as used in the Administration Agreement shall be deemed to include the Directors and Board of Directors, respectively, of the Corporation. From and after the date hereof, the term “Declaration of Trust” shall be deemed to include the Articles of Incorporation of the Corporation, as amended from time to time.

3.    Schedule. Schedule B to the Administration Agreement shall be amended to add the Corporation and Core Fund so that Schedule B is amended and restated as attached hereto.

4.    Compensation. The Administrator shall receive from Core Fund a fee pursuant to Schedule A of the Administration Agreement.

5.    Miscellaneous.

 

  (a)

Except to the extent supplemented hereby, the Administration Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as supplemented hereby.

 

  (b)

The names “BlackRock FundsSM” and “Trustees of BlackRock FundsSM, “BlackRock Funds II” and “Trustees of BlackRock Funds II”, “BlackRock Funds IV” and “Trustees of BlackRock Funds IV”, and “BlackRock Funds V” and “Trustees of BlackRock Funds V” refer respectively to the applicable Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under a 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 applicable Trust. The obligations of “BlackRock FundsSM”, “BlackRock Funds II”, “BlackRock Funds IV” and “BlackRock Funds V” entered into in the name or on behalf thereof by any of the Trustees, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders, officers, representatives or agents of the applicable Trust personally, but bind only the Trust Property, 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.

* * *

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Administration Agreement to be executed by their officers designated below as of the day and year first above written.

 

BLACKROCK FUNDSSM

on behalf of each BlackRock FundsSM Fund listed on Schedule B

By:  

 

Name:  
Title:  

BLACKROCK FUNDS II

on behalf of each BlackRock Funds II Fund listed on Schedule B

By:  

 

Name:  
Title:  

BLACKROCK FUNDS IV

on behalf of each BlackRock Funds IV Fund listed on Schedule B

By:  

 

Name:  
Title:  

BLACKROCK FUNDS V

on behalf of each BlackRock Funds V Fund listed

on Schedule B

By:  

 

Name:  
Title:  

 

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BLACKROCK LARGE CAP SERIES FUNDS, INC. on behalf of each BlackRock Large Cap Series Funds, Inc. Fund listed on Schedule B
By:  

 

Name:  
Title:  
BLACKROCK ADVISORS, LLC
By:  

 

Name:  
Title:  

 

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Schedule B

 

Fund

    BLK Ticker  

BlackRock FundsSM

   

1.  BlackRock Advantage Emerging Markets Fund

      BR_EMR-AGG  

2.  BlackRock Advantage ESG Emerging Markets Equity Fund

      BR_EMR_ESG  

3.  BlackRock Advantage ESG International Equity Fund

      BR_GO_ESG  

4.  BlackRock Advantage ESG U.S. Equity Fund

      BR_IMPR3  

5.  BlackRock Advantage International Fund

      BR_GO_AG  

6.  BlackRock Advantage Large Cap Growth Fund

      BR_FLEX_AG  

7.  BlackRock Advantage Small Cap Core Fund

      BR_DSCC  

8.  BlackRock Advantage Small Cap Growth Fund

      BR_SCGE  

9.  BlackRock China A Opportunities Fund

      BR_CHOPS  

10.  BlackRock Commodity Strategies Fund

      BR_CSF-AGG  

11.  BlackRock Cayman Commodity Strategies Fund, Ltd.

      BR_CSF-CMN  

12.  BlackRock Defensive Advantage Emerging Markets Fund

      BR_DAEM  

13.  BlackRock Defensive Advantage International Fund

      BR_DAINTL  

14.  BlackRock Defensive Advantage U.S. Fund

      BR_DAUS  

15.  BlackRock Energy Opportunities Fund

      BR_ACGR  

16.  BlackRock Exchange Portfolio

      BR_EXC  

17.  BlackRock Global Long/Short Equity Fund

      BR_GLS-AGG  

18.  BlackRock Health Sciences Opportunities Portfolio

      BR_HS  

19.  BlackRock High Equity Income Fund

      BR_USOPP  

20.  BlackRock International Dividend Fund

      BR_ISCE  

21.  BlackRock Mid-Cap Growth Equity Portfolio

      BR_MCGE  

22.  BlackRock Real Estate Securities Fund

      BR_REIT-AG  

23.  BlackRock Short Obligations Fund

      BR_SHOBLIG  

24.  BlackRock Tactical Opportunities Fund

      BR_AA  

25.  BlackRock Technology Opportunities Fund

      BR_GST  

26.  BlackRock Total Emerging Markets Fund

      BR_EMAL-AG  

27.  BlackRock Cayman Emerging Market Allocation Fund, Ltd.

      BR_EMAL-KY  

28.  BlackRock Total Factor Fund

      BR-SRA-AG  

29.  BlackRock Cayman Strategic Risk Allocation Fund, Ltd.

      BR-SRA-CAY  

30.  BlackRock Wealth Liquid Environmentally Aware Fund

      BR-MM  

BlackRock Funds II

   

31.  BlackRock 20/80 Target Allocation Fund

      BR_CON  

32.  BlackRock 40/60 Target Allocation Fund

      BR_MOD  

33.  BlackRock 60/40 Target Allocation Fund

      BR_GRW  

34.  BlackRock 80/20 Target Allocation Fund

      BR_AGR  

35.  BlackRock Dynamic High Income Portfolio

      BR-DHI-AG  

36.  BlackRock Global Dividend Portfolio

      BR-IBP-AG  

37.  BlackRock Managed Income Fund

      BR-MI-AG  

38.  BlackRock Multi-Asset Income Portfolio

      BR-INC-AG  

39.  BlackRock Retirement Income 2030 Fund

      BR-RI2030  

40.  BlackRock Retirement Income 2040 Fund

      BR-RI2040  

 

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BlackRock Funds IV

   

41.  BlackRock Global Long/Short Credit Fund

      BR-GC-AG  

42.  BlackRock Systematic ESG Bond Fund

      BR-IMPBD  

43.  BlackRock Systematic Multi-Strategy Fund

      BR-SMS-AG  

BlackRock Funds V

   

44.  BlackRock Core Bond Portfolio

      BR-CORE  

45.  BlackRock Emerging Markets Bond Fund

      BR-EMDHD  

46.  BlackRock Emerging Markets Flexible Dynamic Bond Portfolio

      BR-EMD  

47.  BlackRock Floating Rate Income Portfolio

      BR-FRI  

48.  BlackRock GNMA Portfolio

      BR-GNMA  

49.  BlackRock High Yield Bond Portfolio

      BR-HIYLD  

50.  BlackRock Income Fund

      BR-MSB-AGG  

51.  BlackRock Inflation Protected Bond Portfolio

      BR-IP-AGG  

52.  BlackRock Low Duration Bond Portfolio

      BR-LO-AGG  

53.  BlackRock Strategic Income Opportunities Portfolio

      BR-SIP-AG  

54.  BlackRock U.S. Government Bond Portfolio

      BR-INTG  

BlackRock Large Cap Series Funds, Inc.

   

55.  BlackRock Advantage Large Cap Core Fund

      FF_LCC  

Schedule B, dated January 28, 2021

 

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