Exhibit 4(m)


FORM OF INVESTMENT MANAGEMENT AGREEMENT


AGREEMENT, dated [ ], 2014, between BlackRock
Cayman iShares Dynamic Allocation V.I. Fund, Ltd., a Cayman Islands exempt company (the “Fund”), and BlackRock Advisors,
LLC, a Delaware limited liability company (the “Advisor”).


WHEREAS, the Advisor has agreed to furnish
investment advisory services to the Fund, a wholly owned subsidiary of BlackRock iShares Dynamic Allocation V.I. Fund (the “Series”),
a series of BlackRock Variable Series Funds, Inc., a Maryland corporation (the “Corporation”), an open-end management
investment company registered under the investment Company Act of 1940, as amended (the “1940 Act”); and


WHEREAS, the 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.                 
In General. The Advisor agrees, all as more fully set forth herein, to act as investment advisor to the Fund with
respect to the investment of the Fund’s assets and to supervise and arrange for the day to day operations of the Fund and
the purchase of securities for and the sale of securities held in the investment portfolios of the Fund.


2.                 
Duties and Obligations of the Advisor with Respect to Investment of Assets of the Fund. Subject to the succeeding
provisions of this section and subject to the direction and control of the Fund’s Board of Directors and the Corporation’s
Board of Directors, the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment
of the Fund’s assets and in connection therewith have complete discretion in purchasing and selling 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; (ii) supervise continuously the investment program of the Fund and the composition of its investment
portfolio; (iii) arrange, subject to the provisions of paragraph 4 hereof for the purchase and sale of securities and other assets
held in the investment portfolios of the Fund; and (iv) provide investment research to the Fund.


3.                 
Duties and Obligations of Advisor with Respect to the Administration of the Fund. The Advisor also agrees to furnish
office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided
by the Fund’s Custodian, Transfer Agent and Dividend Disbursing Agent and other service providers) for the Fund. To the extent
requested by the Fund, the Advisor agrees to provide the following administrative services:


(a)               
Oversee the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy
as adopted from time to time by the Fund’s Board of Directors and the Corporation’s Board of Directors;




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(b)              
Oversee the maintenance by the Fund’s Custodian and Transfer Agent and Dividend Disbursing Agent of certain books
and records of the Fund and maintain (or oversee maintenance by such other persons as approved by the Fund’s Board of Directors
and the Corporation’s Board of Directors) such other books and records required by law or for the proper operation of the
Fund;


(c)               
Oversee the preparation and filing of the Fund’s federal, state and local income tax returns and any other required
tax returns;


(d)              
Review the appropriateness of and arrange for payment of the Fund’s expenses;


(e)               
Prepare for review and approval by officers of the Corporation financial information for the Series’ semiannual and
annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Series shareholders,
and arrange for the printing and dissemination of such reports and communications to shareholders;


(f)               
Prepare for review by an officer of the Corporation such reports, forms and filings, as may be mutually agreed upon;


(g)              
Prepare such reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately
prepared by the Fund’s custodian, counsel or auditors;


(h)              
Make such reports and recommendations to the Fund’s Board of Directors and the Corporation’s Board of Directors
concerning the performance of the independent accountants as the Fund’s Board of Directors or the Corporation’s Board
of Directors may reasonably request or deems appropriate;


(i)                
Make such reports and recommendations to the Fund’s Board of Directors or the Corporation’s Board of Directors
concerning the performance and fees of the Fund’s Custodian and Transfer Agent and Dividend Disbursing Agent as the Fund’s
Board of Directors or the Corporation’s Board of Directors may reasonably request or deems appropriate;


(j)                
Oversee and review calculations of fees paid to the Fund’s service providers;


(k)              
Oversee the Fund’s portfolio and perform necessary calculations with respect to the Series’ compliance with
Section 18 of the 1940 Act;


(l)                
Consult with the Corporation’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer
and dividend disbursing agent in establishing the accounting policies of the Fund and monitor financial and shareholder accounting
services;


(m)            
Determine the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders;
and provide the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect
the payment of dividends and distributions;




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(n)              
Prepare such information and reports as may be required by any banks from which the Fund borrows funds;


(o)              
Provide such assistance to the Custodian and the Fund’s counsel and auditors as generally may be required to properly
carry on the business and operations of the Fund;


(p)              
Respond to or refer to the Fund’s or Corporation’s officers or transfer agent, shareholder (including any potential
shareholder) inquiries relating to the Fund; and


(q)              
Supervise any other aspects of the Fund’s administration as may be agreed to by the Corporation, the Fund and the
Advisor.


All services are to be furnished through
the medium of any directors, officers or employees of the Advisor or its affiliates as the Advisor deems appropriate in order to
fulfill its obligations hereunder.


The Fund will reimburse the Advisor or
its affiliates for all out of pocket expenses incurred by them in connection with the performance of the administrative services
described in this paragraph 3. The Fund will reimburse the Advisor and its affiliates for their costs in providing accounting services
to the Fund.


4.                 
Covenants. (a) In the performance of its duties under this Agreement, the 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, and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions
of the Charter and By Laws of the Corporation, as such documents are amended from time to time; (iv) the provisions of the Memorandum
and Articles of Association of the Fund; (v) the investment objectives and policies of the Fund as set forth in the Series’
Registration Statement on Form N-1A, the Fund’s organizational documents and/or the resolutions of the Fund’s Board
of Directors and the Corporation’s Board of Directors; and (vi) any policies and determinations of the Board of Directors
of the Fund and the Board of Directors of the Corporation; and


(b)              
In addition, the 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 Advisor will attempt to obtain the best price and the most favorable execution
of its orders. In placing orders, the 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 Advisor may
select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the
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 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 Advisor determines in good faith that such commission
is reasonable in terms either of the




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transaction or the overall responsibility of the Advisor
to the Fund and its 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 Advisor may select brokers and dealers with which it or the Corporation
is affiliated;


                                               
(ii)              
maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial
banking operations of its affiliates. When the 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


                                             
(iii)              
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 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 then
so requested by the Fund.


5.                 
Services Not Exclusive. Nothing in this Agreement shall prevent the 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 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 Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations
under this Agreement.


6.                 
Sub-Advisors. The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law,
appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services
with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted
by applicable law.


7.                 
Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Advisor hereby agrees
that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund
or the Corporation any such records upon the Fund’s or the Corporation’s request. The 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.


8.                 
Expenses. During the term of this Agreement, the Advisor will bear all costs and expenses of its employees and any
overhead incurred in connection with its duties hereunder and shall bear the costs of any salaries or directors’ fees of
any officers or directors of the Fund who




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are affiliated persons (as defined in the 1940 Act) of the
Advisor; provided that the Board of Directors of the Corporation and the Board of Directors of the Fund may approve reimbursement
to the 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 Advisor who devote substantial
time to Fund operations or the operations of other investment companies advised by the Advisor.


9.                 
Compensation of the Advisor. The Advisor is not entitled to any compensation for services provided by it to the Fund
under this Agreement.


10.             
Indemnity. (a) The Fund may, in the discretion of the Board of Directors of the Fund or the Board of Directors of
the Corporation, indemnify the Advisor, and each of the 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 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 Corporation or 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 Corporation or the Fund, 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 Directors of the Corporation and the Board of Directors
of the Fund.


(b)              
The Fund may make advance payments in connection with the expenses of defending any action with respect to which indemnification
might be sought hereunder if the




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Corporation 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 Directors of
the Corporation 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 security for such Indemnitee undertaking, (B) the Corporation
shall be insured against losses arising by reason of any unlawful advance, or (C) majority of a quorum consisting of Directors
of the Corporation who are neither “interested persons” of the Corporation (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding (“Disinterested Non Party Directors”) 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 or 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 Directors of the Corporation, 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 and 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.


11.             
Limitation on Liability. The Advisor will not be liable for any emir of judgment or mistake of law or for any loss
suffered by the Advisor or by 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, had 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 11, the term “Advisor” shall include any affiliates of the Advisor performing services for
the Fund contemplated hereby and partners, directors, officers and employees of the Advisor and of such affiliates.


12.             
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 the vote of a majority of (a) the members of the Fund’s Board of Directors,
(b) the members of the Corporation’s Board of Directors who are not interested persons of any party to this Agreement, cast
in person at a meeting called for the purpose of voting on such approval, and (c) either the Corporation’s Board of Directors
or the outstanding voting securities of the Series. Notwithstanding the foregoing, this Agreement may be terminated by the Corporation,
on behalf of the Fund, at any time, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice
may be waived by the Advisor),




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provided that such termination by the Corporation, on behalf
of the Fund, shall be directed or approved by the vote of a majority of the Directors of the Fund and Directors of the Corporation
in office at the time or by the vote of the holders of a majority of the voting securities of the Series at the time outstanding
and entitled to vote, or by the Advisor on 60 days’ written notice (which notice may be waived by the Corporation, on behalf
of a Fund). 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.)


13.             
Notice. 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.


14.             
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 Directors of the Fund and the Board of Directors of the Corporation, including a majority
of those Directors 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 Series.


15.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York 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 New York, or any of the provisions,
conflict with the applicable provisions of the 1940 Act, the latter shall control.


16.             
Use of the Name BlackRock. The Advisor has consented to the use by the Corporation of the name or identifying word
“BlackRock” in the name of the Corporation and the Fund. Such consent is conditioned upon the employment of the Advisor
as the investment advisor to the Fund. The name or identifying word “BlackRock” may be used from time to time in other
connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require the Corporation and the Fund
to cease using “BlackRock” in the name of the Corporation and the Fund if the Fund ceases to employ, for any reason,
the Advisor, any successor thereto or any affiliate thereof as investment advisor of the Fund.


17.             
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.


18.             
Counterparts. This Agreement may be executed in counterparts by the patties 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 the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above
written.


BLACKROCK CAYMAN ISHARES DYNAMIC ALLOCATION V.I. FUND,
LTD.


 


 


By: _______________________________________

Name:

Title:


 


 


BLACKROCK ADVISORS, LLC


 


 


By: _______________________________________

Name:

Title:


 


 


 






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