BLACKROCK FUNDS
497, 1999-07-09
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<PAGE>

                               BLACKROCK FUNDS SM

                      THE BOND PORTFOLIOS/INVESTOR CLASSES

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1999

BlackRock Low Duration Bond Portfolio

Fund Management

The section "Fund Management" on page 8 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1992, Keith Anderson since 1992 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since incep-
  tion, Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Government Bond Portfolio

Fund Management

The section "Fund Management" on page 15 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Bond Portfolio

Fund Management

The section "Fund Management" on page 22 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.
<PAGE>

BlackRock Core Bond Portfolio

Fund Management

The section "Fund Management" on page 29 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1992 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock Government Income Portfolio

Fund Management

The section "Fund Management" on page 36 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Rajiv Sobti, Managing Director of BFM since
  March 1998 and Andrew Phillips, Managing Director of BFM since 1991. Prior
  to joining BFM, Rajiv Sobti was a Managing Director and head of Quantita-
  tive Research with Donaldson Lufkin & Jenrette for 12 years. Rajiv Sobti
  has been a member of the team managing the fund since 1998 and Andrew Phil-
  lips since 1995. Both have been portfolio co-managers since 1999.

BlackRock GNMA Portfolio

Fund Management

The section "Fund Management" on page 44 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Rajiv Sobti, Managing Director of BFM since
  March 1998 and Andrew Phillips, Managing Director of BFM since 1991. Prior
  to joining BFM, Rajiv Sobti was a Managing Director and head of Quantita-
  tive Research with Donaldson Lufkin & Jenrette for 12 years. Rajiv Sobti
  and Andrew Phillips have been members of the team managing the fund since
  1998 and portfolio co-managers since 1999.

BlackRock Managed Income Portfolio

Fund Management

The section "Fund Management" on page 50 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson
2
<PAGE>

  Lufkin & Jenrette for 12 years. Keith Anderson has been a member of the
  team managing the fund since 1997, Scott Amero since 1990 and Rajiv Sobti
  since 1998. Keith Anderson has been a portfolio co-manager since 1997,
  Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock International Bond Portfolio

Fund Management

The section "Fund Management" on page 58 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Andrew Gordon, Managing Director of BFM
  since 1996 and Keith Anderson, Managing Director of BFM since 1988. Prior
  to joining BFM, Andrew Gordon was responsible for non-dollar (internation-
  al) research at Barclay Investments from 1994 to 1996 and at CS First Bos-
  ton from 1986 to 1994. Andrew Gordon has been a member of the team managing
  the fund since 1997 and Keith Anderson since 1996. Andrew Gordon has been a
  portfolio co-manager since 1997 and Keith Anderson since 1999.

BlackRock High Yield Bond Portfolio

Fund Management

The section "Fund Management" on page 66 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Dennis Schaney and Michael Buchanan. Dennis
  Schaney is co-leader of the High Yield Team and a Managing Director of BFM
  since February 1998. Prior to joining BFM, he was a Managing Director in
  the Global Fixed Income Research and Economics Department of Merrill Lynch
  for nine years. Michael Buchanan, co-leader of the High Yield Team, has
  served as Director of BFM since June 1998. Prior to joining BFM, Michael
  Buchanan was Vice President of Investments at Conseco Capital Management
  where he was a portfolio manager responsible for high yield debt, bank
  loan, and emerging markets debt trading. Dennis Schaney and Michael
  Buchanan have been members of the team managing the fund since inception.
  Dennis Schaney has been a portfolio co-manager since inception and Michael
  Buchanan since 1999.

This supplement is dated July 9, 1999.
                                                                             3
<PAGE>

                               BLACKROCK FUNDS SM

                      THE BOND PORTFOLIOS/BLACKROCK CLASS

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1999

BlackRock Low Duration Bond Portfolio

Fund Management

The section "Fund Management" on page 8 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1992, Keith Anderson since 1992 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since incep-
  tion, Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Bond Portfolio

Fund Management

The section "Fund Management" on page 13 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Core Bond Portfolio

Fund Management

The section "Fund Management" on page 19 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1992 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.
<PAGE>

BlackRock High Yield Bond Portfolio

Fund Management

The section "Fund Management" on page 27 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Dennis Schaney and Michael Buchanan. Dennis
  Schaney is co-leader of the High Yield Team and a Managing Director of BFM
  since February 1998. Prior to joining BFM, he was a Managing Director in
  the Global Fixed Income Research and Economics Department of Merrill Lynch
  for nine years. Michael Buchanan, co-leader of the High Yield Team, has
  served as Director of BFM since June 1998. Prior to joining BFM, Michael
  Buchanan was Vice President of Investments at Conseco Capital Management
  where he was a portfolio manager responsible for high yield debt, bank
  loan, and emerging markets debt trading. Dennis Schaney and Michael
  Buchanan have been members of the team managing the fund since inception.
  Dennis Schaney has been a portfolio co-manager since inception and Michael
  Buchanan since 1999.

This supplement is dated July 9, 1999.
2
<PAGE>

                               BLACKROCK FUNDS SM

                    THE BOND PORTFOLIOS/INSTITUTIONAL CLASS

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1999

BlackRock Low Duration Bond Portfolio

Fund Management

The section "Fund Management" on page 8 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1992, Keith Anderson since 1992 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since incep-
  tion, Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Government Bond Portfolio

Fund Management

The section "Fund Management" on page 13 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Bond Portfolio

Fund Management

The section "Fund Management" on page 19 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Core Bond Portfolio

Fund Management

The section "Fund Management" on page 25 has been amended to read in its
entirety as follows:
<PAGE>

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1992 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock GNMA Portfolio

Fund Management

The section "Fund Management" on page 31 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Rajiv Sobti, Managing Director of BFM since
  March 1998 and Andrew Phillips, Managing Director of BFM since 1991. Prior
  to joining BFM, Rajiv Sobti was a Managing Director and head of Quantita-
  tive Research with Donaldson Lufkin & Jenrette for 12 years. Rajiv Sobti
  and Andrew Phillips have been members of the team managing the fund since
  1998 and portfolio co-managers since 1999.

BlackRock Managed Income Portfolio

Fund Management

The section "Fund Management" on page 37 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1990 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock International Bond Portfolio

Fund Management

The section "Fund Management" on page 43 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Andrew Gordon, Managing Director of BFM
  since 1996 and Keith Anderson, Managing Director of BFM since 1988. Prior
  to joining BFM, Andrew Gordon was responsible for non-dollar (internation-
  al) research at Barclay Investments from 1994 to 1996 and at CS First Bos-
  ton from 1986 to 1994. Andrew Gordon has been a member of the team managing
  the fund since 1997 and Keith Anderson since 1996. Andrew Gordon has been a
  portfolio co-manager since 1997 and Keith Anderson since 1999.
2
<PAGE>

BlackRock High Yield Bond Portfolio

Fund Management

The section "Fund Management" on page 50 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Dennis Schaney and Michael Buchanan. Dennis
  Schaney is co-leader of the High Yield Team and a Managing Director of BFM
  since February 1998. Prior to joining BFM, he was a Managing Director in
  the Global Fixed Income Research and Economics Department of Merrill Lynch
  for nine years. Michael Buchanan, co-leader of the High Yield Team, has
  served as Director of BFM since June 1998. Prior to joining BFM, Michael
  Buchanan was Vice President of Investments at Conseco Capital Management
  where he was a portfolio manager responsible for high yield debt, bank
  loan, and emerging markets debt trading. Dennis Schaney and Michael
  Buchanan have been members of the team managing the fund since inception.
  Dennis Schaney has been a portfolio co-manager since inception and Michael
  Buchanan since 1999.

This supplement is dated July 9, 1999.
                                                                             3
<PAGE>

                               BLACKROCK FUNDS SM

                       THE BOND PORTFOLIOS/SERVICE CLASS

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 28, 1999

BlackRock Low Duration Bond Portfolio

Fund Management

The section "Fund Management" on page 8 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1992, Keith Anderson since 1992 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since incep-
  tion, Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Government Bond Portfolio

Fund Management

The section "Fund Management" on page 13 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.

BlackRock Intermediate Bond Portfolio

Fund Management

The section "Fund Management" on page 19 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Scott Amero, Managing Director of BFM since
  1990, Keith Anderson, Managing Director of BFM since 1988 and Rajiv Sobti,
  Managing Director of BFM since March 1998. Prior to joining BFM, Rajiv
  Sobti was a Managing Director and head of Quantitative Research with Don-
  aldson Lufkin & Jenrette for 12 years. Scott Amero has been a member of the
  team managing the fund since 1995, Keith Anderson since 1995 and Rajiv
  Sobti since 1998. Scott Amero has been a portfolio co-manager since 1995,
  Keith Anderson since 1999 and Rajiv Sobti since 1999.
<PAGE>

BlackRock Core Bond Portfolio

Fund Management

The section "Fund Management" on page 26 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1992 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock GNMA Portfolio

Fund Management

The section "Fund Management" on page 32 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Rajiv Sobti, Managing Director of BFM since
  March 1998 and Andrew Phillips, Managing Director of BFM since 1991. Prior
  to joining BFM, Rajiv Sobti was a Managing Director and head of Quantita-
  tive Research with Donaldson Lufkin & Jenrette for 12 years. Rajiv Sobti
  and Andrew Phillips have been members of the team managing the fund since
  1998 and portfolio co-managers since 1999.

BlackRock Managed Income Portfolio

Fund Management

The section "Fund Management" on page 38 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Keith Anderson, Managing Director of BFM
  since 1988, Scott Amero, Managing Director of BFM since 1990 and Rajiv
  Sobti, Managing Director of BFM since March 1998. Prior to joining BFM,
  Rajiv Sobti was a Managing Director and head of Quantitative Research with
  Donaldson Lufkin & Jenrette for 12 years. Keith Anderson has been a member
  of the team managing the fund since 1997, Scott Amero since 1990 and Rajiv
  Sobti since 1998. Keith Anderson has been a portfolio co-manager since
  1997, Scott Amero since 1999 and Rajiv Sobti since 1999.

BlackRock International Bond Portfolio

Fund Management

The section "Fund Management" on page 45 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Andrew Gordon, Managing Director of BFM
  since 1996 and Keith Anderson, Managing Director of BFM since 1988. Prior
  to joining BFM, Andrew Gordon was responsible for non-dollar
2
<PAGE>

  (international) research at Barclay Investments from 1994 to 1996 and at CS
  First Boston from 1986 to 1994. Andrew Gordon has been a member of the team
  managing the fund since 1997 and Keith Anderson since 1996. Andrew Gordon
  has been a portfolio co-manager since 1997 and Keith Anderson since 1999.

BlackRock High Yield Bond Portfolio

Fund Management

The section "Fund Management" on page 53 has been amended to read in its
entirety as follows:

  The fund is managed by a team of investment professionals at BlackRock
  Financial Management, Inc. (BFM), including the following individuals who
  have day-to-day responsibility: Dennis Schaney and Michael Buchanan. Dennis
  Schaney is co-leader of the High Yield Team and a Managing Director of BFM
  since February 1998. Prior to joining BFM, he was a Managing Director in
  the Global Fixed Income Research and Economics Department of Merrill Lynch
  for nine years. Michael Buchanan, co-leader of the High Yield Team, has
  served as Director of BFM since June 1998. Prior to joining BFM, Michael
  Buchanan was Vice President of Investments at Conseco Capital Management
  where he was a portfolio manager responsible for high yield debt, bank
  loan, and emerging markets debt trading. Dennis Schaney and Michael
  Buchanan have been members of the team managing the fund since inception.
  Dennis Schaney has been a portfolio co-manager since inception and Michael
  Buchanan since 1999.

This supplement is dated July 9, 1999.
                                                                             3


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