Exhibit
4(k)


Form
of Amendment No. 2 to the Sub-Advisory Agreement


This
Amendment dated as of _________________, 2011 is entered into by and between BlackRock Advisors, LLC, a Delaware limited liability
company (the “Adviser”), and BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Adviser”).


WHEREAS,
the Adviser and the Sub-Adviser have entered into a Sub-Advisory Agreement dated as of January 30, 2008 (the “Sub-Advisory
Agreement”) pursuant to which the Adviser appointed the Sub-Adviser to act as sub-adviser with respect to BlackRock Emerging
Market Debt Portfolio (the “Portfolio”), a series of BlackRock Funds II (the “Fund”); and


WHEREAS,
the Sub-Advisory Agreement provides that the Adviser will pay to the Sub-Adviser a fee, computed daily and payable monthly, as
agreed to from time to time by the Adviser and the Sub-Adviser, which fee shall not exceed the annual rates set forth on Appendix
A attached thereto; and


WHEREAS,
the Sub-Advisory Agreement provides that the Sub-Advisory Agreement may be amended, subject to the Investment Company Act of 1940,
by the parties to the Sub-Advisory Agreement only by an instrument in writing signed by the party against which enforcement of
the amendment is sought; and


WHEREAS,
the Board of Trustees of the Fund, including a majority of those Trustees who are not interested persons, specifically approved
this amendment;


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


		1.	Appendix
                                                                                                                             A
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Sub-Advisory
                                                                                                                             Agreement
                                                                                                                             is
                                                                                                                             hereby
                                                                                                                             amended
                                                                                                                             as
                                                                                                                             set
                                                                                                                             forth
                                                                                                                             on
                                                                                                                             the
                                                                                                                             Appendix
                                                                                                                             A
                                                                                                                             attached
                                                                                                                             hereto
                                                                                                                             with
                                                                                                                             respect
                                                                                                                             to
                                                                                                                             the
                                                                                                                             Portfolio.



		2.	Except
                                                                                                                             as
                                                                                                                             otherwise
                                                                                                                             set
                                                                                                                             forth
                                                                                                                             herein,
                                                                                                                             the
                                                                                                                             terms
                                                                                                                             and
                                                                                                                             conditions
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Sub-Advisory
                                                                                                                             Agreement
                                                                                                                             shall
                                                                                                                             remain
                                                                                                                             in
                                                                                                                             full
                                                                                                                             force
                                                                                                                             and
                                                                                                                             effect.







    	-1-



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Sub-Advisory Agreement to be executed by their officers
designated below as of the day and year first above written.


BLACKROCK
ADVISORS, LLC


 


 


 


By:________________________


Name:


Title:


 


 


 


BLACKROCK
FINANCIAL MANAGEMENT, INC.


 


 


 


By:________________________


Name:


Title:


 


 



    	-2-



    	 



    

 


Appendix
A


Pursuant
to Section 7 of the Sub-Advisory Agreement, for that portion of the BlackRock Emerging Market Debt Portfolio for which the Sub-Adviser
acts as sub-adviser, the Adviser shall pay a fee to the Sub-Adviser equal to forty-six percent (46%) of the advisory fee received
by the Adviser from the Portfolio, net of expense waivers and reimbursements, and distribution and sales support activities, and
administrative, networking, recordkeeping, sub-transfer agency and shareholder services expenses borne by the Adviser.


 






    	-3-