EXHIBIT 4(w)



 


SUB-INVESTMENT ADVISORY AGREEMENT


AGREEMENT dated                           , 2013, between BlackRock
Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock International Limited, a corporation
organized under the laws of Scotland (the “Sub-Advisor”).


WHEREAS, the Advisor has agreed to furnish
investment advisory services to BlackRock Emerging Market Allocation Portfolio (the “Fund”), a series of BlackRock
FundsSM, a Massachusetts business trust (the “Trust”), which is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the “1940 Act”);


WHEREAS, the Advisor wishes to retain
the Sub-Advisor to provide it with certain sub-advisory services as described below in connection with Advisor’s advisory
activities on behalf of the Fund;


WHEREAS, the amended advisory agreement
between the Advisor and the Trust, dated September 29, 2006 (such agreement or the most recent successor agreement between such
parties relating to advisory services to the Trust is referred to herein as the “Advisory Agreement”) contemplates
that the Advisor may sub-contract investment advisory services with respect to the Fund to a sub-advisor; and


WHEREAS, this Agreement has been approved
in accordance with the provisions of the 1940 Act, and the Sub-Advisor is willing to furnish such services upon the terms and conditions
herein set forth;


NOW, THEREFORE, in consideration of the
mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged,
it is agreed by and between the parties hereto as follows:


1.                 
Appointment. The Advisor hereby appoints the Sub-Advisor to act as sub-advisor with respect to the Fund and
the Sub-Advisor accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.
For the purposes of the rules of the Financial Conduct Authority of the United Kingdom and based on information obtained in respect
of the Advisor, the Advisor will be treated by the Sub-Advisor as a professional client.


2.                 
Services of the Sub-Advisor. Subject to the succeeding provisions of this section, the oversight and supervision
of the Advisor and the Trust’s Board of Trustees, the Sub-Advisor will perform certain of the day-to-day operations of the
Fund, which may include one or more of the following services, at the request of the Advisor: (a) acting as investment advisor
for and managing the investment and reinvestment of those assets of the Fund as the Advisor may from time to time request and in
connection therewith have complete discretion in purchasing and selling such securities and other assets for the Fund and in voting,
exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (b)
arranging, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets of the Fund;
(c) providing investment research and credit analysis concerning the Fund’s investments, (d) assisting the Advisor in determining
what portion of the




    	 



    	 	 



    

Fund’s assets will be invested in cash, cash equivalents
and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Fund, and (f) maintaining
the books and records as are required to support Fund investment operations. At the request of the Advisor, the Sub-Advisor will
also, subject to the oversight and supervision of the Advisor and the Trust’s Board of Trustees, provide to the Advisor or
the Trust any of the facilities and equipment and perform any of the services described in Section 4 of the Advisory Agreement.
In addition, the Sub-Advisor will keep the Trust and the Advisor informed of developments materially affecting the Fund and shall,
on its own initiative, furnish to the Fund from time to time whatever information the Sub-Advisor believes appropriate for this
purpose. The Sub-Advisor will periodically communicate to the Advisor, at such times as the Advisor may direct, information concerning
the purchase and sale of securities for the Fund, including: (a) the name of the issuer, (b) the amount of the purchase or sale,
(c) the name of the broker or dealer, if any, through which the purchase or sale will be effected, (d) the CUSIP number of the
instrument, if any, and (e) such other information as the Advisor may reasonably require for purposes of fulfilling its obligations
to the Trust under the Advisory Agreement. The Sub-Advisor will provide the services rendered by it under this Agreement in accordance
with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s Prospectus and Statement of
Additional Information (as currently in effect and as they may be amended or supplemented from time to time) and the resolutions
of the Trust’s Board of Trustees.


The Sub-Advisor represents, warrants and covenants that it
is authorized and regulated by the Financial Conduct Authority.


3.                 
Covenants.


(a)               
In the performance of its duties under this Agreement, the Sub-Advisor shall at all times conform to, and act in
accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended
(the “Advisers Act”) and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”);
(ii) any other applicable provision of law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust, as such
documents are amended from time to time; (iv) the investment objectives and policies of the Fund as set forth in the Fund’s
Registration Statement on Form N-1A and/or the resolutions of the Board of Trustees; and (v) any policies and determinations
of the Board of Trustees of the Trust; and


(b)              
In addition, the Sub-Advisor will:


(i)                
place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this
paragraph, in placing orders with brokers and dealers, the Sub-Advisor will attempt to obtain the best price and the most favorable
execution of its orders. The Advisor has been provided with a copy of the Sub-Advisor’s order execution policy and hereby
confirms that it has read and understood the information in the order execution policy and agrees to it. In particular, the Advisor
agrees that the Sub-Advisor may trade outside of the regulated market or multilateral trading facility. In placing orders, the
Sub-Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial
responsibility and administrative efficiency. Consistent with this obligation, the Sub-Advisor may select




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brokers on the basis of the research, statistical and
pricing services they provide to the Fund and other clients of the Advisor or the Sub-Advisor. Information and research received
from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Advisor hereunder.
A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same
transaction, provided that the Sub-Advisor determines in good faith that such commission is reasonable in terms either of the transaction
or the overall responsibility of the Advisor and the Sub-Advisor to the Fund and their other clients and that the total commissions
paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. Subject to the foregoing and the
provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Advisor
may select brokers and dealers with which it or the Fund is affiliated;


(ii)              
maintain books and records with respect to the Fund’s securities transactions and will render to the Advisor
and the Trust’s Board of Trustees such periodic and special reports as they may request;


(iii)            
maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial
banking operations of its affiliates. When the Sub-Advisor makes investment recommendations for the Fund, its investment advisory
personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund’s
account are customers of the commercial department of its affiliates; and


(iv)            
treat confidentially and as proprietary information of the Fund all records and other information relative to the
Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing
by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Advisor may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities,
or when so requested by the Fund.


(c)               
In addition, the Advisor:


(i)                
agrees that the Sub-Advisor may aggregate transactions for the Fund with transactions for other clients and/ or its
own account. In relation to a particular order, aggregation may operate on some occasions to the advantage of the Advisor and on
other occasions to the Advisor’s disadvantage. However, it must be unlikely that the aggregation of orders and transactions
will work overall to the disadvantage of the Advisor before transactions will be aggregated;


(ii)              
instructs the Sub-Advisor not to make or book client limit orders (being a specific instruction from the Advisor
to buy or sell a financial instrument at a specified price limit or better and for a specified size) in respect of securities admitted
to




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trading on a regulated market which are not immediately
executed under prevailing market conditions.


4.                 
Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Advisor or any officer, employee or
other affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other
lawful activity, and shall not in any way limit or restrict the Sub-Advisor or any of its officers, employees or agents from buying,
selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting;
provided, however, that the Sub-Advisor will undertake no activities which, in its judgment, will adversely affect the performance
of its obligations under this Agreement.


5.                 
Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby
agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender promptly
to the Trust any such records upon the Trust’s request. The Sub-Advisor further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act (to the extent such books
and records are not maintained by the Advisor).


6.                 
Expenses. During the term of this Agreement, the Sub-Advisor will bear all costs and expenses of its employees
and any overhead incurred by the Sub-Advisor in connection with its duties hereunder; provided that the Board of Trustees of the
Trust may approve reimbursement to the Sub-Advisor of the pro-rata portion of the salaries, bonuses, health insurance, retirement
benefits and all similar employment costs for the time spent on Fund operations (including, without limitation, compliance matters)
(other than the provision of investment advice and administrative services required to be provided hereunder) of all personnel
employed by the Sub-Advisor who devote substantial time to Fund operations or the operations of other investment companies advised
or sub-advised by the Sub-Advisor.


7.                 
Compensation.


(a)               
The Advisor agrees to pay to the Sub-Advisor and the Sub-Advisor agrees to accept as full compensation for all services
rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual rate equal to the amount set forth in Schedule A hereto.
For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion
which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.


(b)              
For purposes of this Agreement, the net assets of the Fund shall be calculated pursuant to the procedures adopted
by resolutions of the Trustees of the Trust for calculating the value of the Fund’s assets or delegating such calculations
to third parties.


(c)               
If Advisor waives any or all of its advisory fee payable under the Advisory Agreement, or reimburses the Trust pursuant
to Section 8(b) of that Agreement, with respect to the Fund, Sub-Advisor will bear its share of the amount of such waiver or reimbursement
by waiving fees otherwise payable to it hereunder on a proportionate basis to be determined by comparing the aggregate fees that
would otherwise be paid to it hereunder with respect to the




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Fund to the aggregate fees that would otherwise be paid by
the Trust to Advisor under the Advisory Agreement with respect to the Fund. Advisor shall inform Sub-Advisor prior to waiving any
advisory fees.


8.                 
Indemnity.


(a)The Fund may, in the discretion
of the Board of Trustees of the Trust, indemnify the Sub-Advisor, and each of the Sub-Advisor’s directors, officers, employees,
agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including
any individual who serves at the Sub-Advisor’s request as director, officer, partner, member, trustee or the like of another
entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved
as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth
herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which
such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s
action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as such Indemnitee
had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified
hereunder against any liability to the Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s
position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”),
(2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that
such settlement or compromise is in the best interests of the Fund and that such Indemnitee appears to have acted in good faith
in the reasonable belief that such Indemnitee’s action was in the best interest of the Fund and did not involve disabling-conduct
by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized
by a majority of the full Board of Trustees of the Trust.


(b)The Fund shall make advance payments
in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the
Fund receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification
has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that such Indemnitee is entitled
to such indemnification and if the Trustees of the Trust determine that the facts then known to them would not preclude indemnification.
In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee’s
undertaking, (B) the Fund shall be insured against losses arising by reason of any unlawful advance, or (C) a majority




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of a quorum consisting of Trustees of the Trust who are neither
“interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested
Non-Party Trustees”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will
be found entitled to indemnification.


(c)All determinations with respect
to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before
whom the proceeding was brought that such Indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such
a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is
not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion.
All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be
made in accordance with the immediately preceding clause (2) above.


The rights accruing to any Indemnitee under these provisions
shall not exclude any other right to which such Indemnitee may be lawfully entitled.


9.                 
Limitation on Liability.


(a)               
The Sub-Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor
or by the Trust or the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement. As
used in this Section 8(a), the term “Sub-Advisor” shall include any affiliates of the Sub-Advisor performing services
for the Fund contemplated hereby and partners, directors, officers and employees of the Sub-Advisor and such affiliates.


(b)              
Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that,
as provided in Article Seventh of the Declaration of Trust, this Agreement is executed by the Trustees and/or officers of the Trust,
not individually but as such Trustees and/or officers of the Trust, and the obligations hereunder are not binding upon any of the
Trustees or Shareholders individually but bind only the estate of the Trust.


10.             
Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated
with respect to the Fund as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated,
this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance
is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or a vote
of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote and (b) by the vote
of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing,
this Agreement may be terminated by the Trust or the Advisor at




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any time, without the payment of any penalty, upon giving
the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust
or the Advisor shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by
the vote of the holders of a majority of the outstanding voting securities of the Fund entitled to vote, or by the Sub-Advisor
on 60 days’ written notice (which notice may be waived by the Trust and the Advisor), and will terminate automatically upon
any termination of the Advisory Agreement between the Trust and the Advisor. This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,”
“interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)


11.             
Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other
party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date
actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.


12.             
Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically
approved by the vote of the Board of Trustees of the Trust, including a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval
and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.


13.             
Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.


14.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance
with the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the
provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.


15.             
Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute
an original counterpart, and all of which, together, shall constitute one Agreement.






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


BLACKROCK ADVISORS, LLC




		By:	________________________________

Name:

Title:





BLACKROCK INTERNATIONAL LIMITED




		By:	________________________________

Name:

Title:





AGREED AND ACCEPTED

as of the date first set forth above


BLACKROCK FUNDSSM,
on behalf of BlackRock Emerging Market Allocation Portfolio


By. ______________________________

Name:

Title:




    	 



    	 	 



    

Schedule A



Sub-Investment Advisory Fee


Pursuant to Section 7, for that portion
of the Fund for which the Sub-Advisor acts as sub-advisor, Advisor shall pay a fee to Sub-Advisor equal to [    ]
percent ([ ]%) of the advisory fee received by the Advisor from the Fund with respect to such portion, net of: (i) expense waivers
and reimbursements, (ii) expenses relating to distribution and sales support activities borne by the Advisor, and (iii) administrative,
networking, recordkeeping, sub-transfer agency and shareholder services expenses borne by the Advisor.






    	Schedule A-1