Investment Advisory Agreement (2006)Full Document 

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                          INVESTMENT ADVISORY AGREEMENT

      AGREEMENT, dated September 29, 2006, between BlackRock Short Term U.S.
Government Fund (the "Fund"), a Maryland corporation, and BlackRock Advisors,
LLC (the "Advisor"), a Delaware limited liability company.

      WHEREAS, the Advisor has agreed to furnish investment advisory services to
the Fund, an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

      WHEREAS, this Agreement has been approved in accordance with the
provisions of the 1940 Act, and 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 portfolio 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, 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 portfolio 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 Board of Directors;

            (b) Oversee the maintenance by the Fund's Custodian and Transfer
Agent and Dividend Disbursing Agent of certain books and records of the Fund as
required under Rule 31a1(b)(4) of the 1940 Act and maintain (or oversee
maintenance by such other persons as approved by the 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 Fund
financial information for the Fund's semiannual and annual reports, proxy
statements and other communications with shareholders required or otherwise to
be sent to Fund shareholders, and arrange for the printing and dissemination of
such reports and communications to shareholders;

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