FUND PARTICIPATION AGREEMENT
The undersigned (the "Company") has entered into a Fund Participation Agreement
(the "Agreement'') with BlackRock Investments, LLC and BlackRock Variable Series
Funds, lnc. ("BVSF") relating to certain series of BVSF (the "Portfolios")
pursuant to which the Company engages in purchase, redemption and related
transactions in the Portfolios on behalf of certain separate accounts of the
Company.
In connection with a potential reconfiguration of the boards of
directors/trustees of certain BlackRock-advised funds, three Portfolios of BVSF,
BlackRock High Yield V.I. Fund, BlackRock Total Return V.I. Fund and BlackRock
U.S. Government Bond V.I. Fund, will reorganize (the "Reorganizations") into
newly-created series (the ''New Portfolios") of a newly-organized Maryland
corporation, BlackRock Variable Series Funds II, Inc. ("BVSF II"). It is
expected that the closing of the Reorganizations will occur on or about
September 17, 2018 (the "Closing").
In light of the above, the parties to the Agreement agree that effective upon
the Closing:
I. The Agreement is amended so that (i) all references to the "Fund" shall
include BVSF II and BVSF II shall become a party to the Agreement, bound by its
terms in all respects to the same extent as BVSF, and (ii) Class I and Class III
shares of the New Portfolios shall be added to Schedule B of the Agreement.
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The Company agrees that to the extent it accepts fees or executes transactions
pursuant to the Agreement after the Closing, the Company will be deemed to have
agreed to the terms of this Amendment. To the extent that provisions of the
Agreement and this Amendment are in conflict, the terms of this Amendment shall
control. Terms used but not defined herein shall have the meanings ascribed to
them in the Agreement. Except to the extent amended by this Amendment, the
Agreement shall remain unchanged and in full force and effect, and is hereby
ratified and confirmed in all respects as amended hereby.
Agreed and Accepted:
Firm Name: Firm Name: BlackRock Investments, L.L.C
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Signature: Signature:
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Name: Name:
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Title: Title:
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Dated: , 2018 Dated: , 2018
Firm Name: BlackRock Variable Series Funds, Inc. Firm Name: BlackRock Variable Series Funds II, Inc.
Signature: Signature:
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Name: Name:
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Title: Title:
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Dated: , 2018 Dated: , 2018
AMENDMENT TO
