As filed with the Securities and Exchange Commission on November 29, 1999
Registration No. 33-26305
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. ___ /_/
POST-EFFECTIVE AMENDMENT NO. 48 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 /X/
AMENDMENT NO. 50 /X/
_____________________________________________
BLACKROCK FUNDSSM
(Exact Name of Registrant as Specified in Charter)
Bellevue Corporate Center Brian Kindelan, Esq. copy to:
400 Bellevue Parkway BlackRock Advisors, Inc. Gary S. Schpero, Esq.
Suite 100 1600 Market Street Simpson Thacher &
Wilmington, Delaware 19809 28th Floor Bartlett
(Address of Principal Philadelphia, PA 19103 425 Lexington Avenue
Executive Offices) (Name and Address of New York, New York 10017
Agent for Service)
Registrant's
Telephone Number
(302) 792-2555
_____________________________________________
It is proposed that this filing will become effective (check appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/X/ on December 6, 1999 pursuant to paragraph (b)
/_/ 60 days after filing pursuant to paragraph (a)(i)
/_/ on (date) pursuant to paragraph (a)(i)
/_/ 75 days after filing pursuant to paragraph (a)(ii)
/_/ on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
/X/ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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EXPLANATORY NOTE
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The prospectuses for the Service, Investor A, Investor B, Investor C and
Institutional Shares of the Low Duration Bond, Intermediate Government Bond,
Intermediate Bond, Core Bond, High Yield Bond, GNMA, Government Income,
Managed Income, International Bond, Tax-Free Income, Pennsylvania Tax-Free
Income, New Jersey Tax-Free Income, Ohio Tax-Free Income, Kentucky Tax-Free
Income, Delaware Tax-Free Income, Money Market, Municipal Money Market, U.S.
Treasury Money Market, Ohio Municipal Money Market, Pennsylvania Municipal
Money Market, North Carolina Municipal Money Market, Virginia Municipal Money
Market, New Jersey Municipal Money Market, Large Cap Value Equity, Large Cap
Growth Equity, Index Equity, Small Cap Value Equity, Mid-Cap Value Equity,
International Equity, International Emerging Markets, International Small Cap
Equity, Balanced, Small Cap Growth Equity, Mid-Cap Growth Equity, Micro-Cap
Equity and Select Equity Portfolios, each dated January 28, 1999, are
incorporated by reference to the Registrant's filing of definitive copies
under Rule 497 under the Securities Act on February 3, 1999.
The prospectus for the BlackRock Shares of the Low Duration Bond, Core Bond,
Intermediate Bond and High Yield Bond Portfolios, dated January 28, 1999, is
incorporated by reference to the Registrant's filing of a definitive copy
under Rule 497 under the Securities Act on February 3, 1999.
The prospectus for the Hilliard Lyons Shares of the Money Market Portfolio
and the Municipal Money Market Portfolio is incorporated by reference to the
Registrant's filing of Post-Effective Amendment No. 47 to its Registration
Statement on Form N-1A on October 5, 1999.
The prospectus for the shares of the Multi-Sector Mortgage Securities
Portfolio IV, dated August 25, 1999, is incorporated by reference to the
Registrant's filing of Post-Effective Amendment No. 45 to its Registration
Statement on Form N-1A on August 24, 1999.
The statement of additional information for the Service, Investor A, Investor
B, Investor C and Institutional Shares of the Low Duration Bond,
Intermediate Government Bond, Intermediate Bond, Core Bond, High Yield Bond,
Government Income, Managed Income, International Bond, Tax-Free Income,
Pennsylvania Tax-Free Income, New Jersey Tax-Free Income, Ohio Tax-Free
Income, Kentucky Tax-Free Income, Delaware Tax-Free Income, GNMA, Money
Market, Municipal Money Market, U.S. Treasury Money Market, Ohio Municipal
Money Market, Pennsylvania Municipal Money Market, North Carolina Municipal
Money Market, Virginia Municipal Money Market, New Jersey Municipal Money
Market, Large Cap Value Equity, Large Cap Growth Equity, Index Equity, Small
Cap Value Equity, Mid-Cap Value Equity, International Equity, International
Emerging Markets, International Small Cap Equity, Balanced, Small Cap Growth
Equity, Mid-Cap Growth Equity, Select Equity and Micro-Cap Equity Portfolios,
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and the BlackRock Shares of the Low Duration Bond, Core Bond, Intermediate
Bond and High Yield Bond Portfolios, dated January 28, 1999, is incorporated
by reference to the Registrant's filing of a definitive copy under Rule 497
under the Securities Act on February 3, 1999.
The statement of additional information for Hilliard Lyons Shares of the
Money Market Portfolio and the Municipal Money Market Portfolio is
incorporated by reference to the Registrant's filing of Post-Effective
Amendment No. 47 to its Registration Statement on Form N-1A on October 5,
1999.
The statement of additional information for the shares of the Multi-Sector
Mortgage Securities Portfolio IV, dated August 25, 1999, is incorporated by
reference to the Registrant's filing of Post-Effective Amendment No. 45 to
its Registration Statement on Form N-1A on August 24, 1999.
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BLACKROCK FUNDSSM
PART C
OTHER INFORMATION
Item 23. Exhibits
(1) Articles of Incorporation
(a) Declaration of Trust of the Registrant dated December 22, 1988
is incorporated herein by reference to Exhibit (1)(a) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(b) Amendment No. 1 to Declaration of Trust dated May 4, 1989 is
incorporated herein by reference to Exhibit (1)(b) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(c) Amendment No. 2 to the Declaration of Trust dated December 23,
1993 is incorporated herein by reference to Exhibit (1)(c) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(d) Amendment No. 3 to the Declaration of Trust dated January 5,
1996 is incorporated by reference to Exhibit 1(d) of
Post-Effective Amendment No. 23 to Registrant's Registration
Statement on Form N-1A (No. 33-26305) filed on October 18,
1996.
(e) Amendment No. 4 to the Declaration of Trust dated December 23,
1997 is incorporated herein by reference to Exhibit (1)(e) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(2) By-laws
(a) Amended and Restated Code of Regulations of the Registrant is
incorporated herein by reference to Exhibit 2(a) of Post-
Effective Amendment No. 42 to Registrant's Registration
Statement on Form N-1A filed on June 11, 1999.
(3) Instruments Defining Rights of Security Holders
(a) Sections V, VIII and IX of Registrant's Declaration of Trust
dated December 22, 1988 are incorporated herein by reference
to Exhibit (1)(a) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998; Article II of Registrant's Code of
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Regulations is incorporated herein by reference to Exhibit (2)
of Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27, 1998.
(4) Investment Advisory Contracts
(a) Investment Advisory Agreement between Registrant and PNC Asset
Management Group, Inc. relating to all Portfolios except the
Multi-Sector Mortgage Securities Portfolio III and Index
Equity Portfolio is incorporated herein by reference to
Exhibit (5)(a) of Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A filed on May
30, 1996.
(b) Investment Advisory Agreement between Registrant and BlackRock
Financial Management, Inc. with respect to the Multi-Sector
Mortgage Securities Portfolio III is incorporated herein by
reference to Exhibit (5)(b) of Post-Effective Amendment No. 21
to Registrant's Registration Statement on Form N-1A filed on
May 30, 1996.
(c) Addendum No. 1 to Investment Advisory Agreement between
Registrant and PNC Asset Management Group, Inc. with respect
to the Mid-Cap Value Equity and Mid-Cap Growth Equity
Portfolios is incorporated herein by reference to Exhibit 5(c)
of Post-Effective Amendment No. 27 to Registrant's
Registration Statement on Form N-1A filed on January 28, 1997.
(d) Form of Addendum No. 1 to Investment Advisory Agreement
between Registrant and BlackRock Financial Management, Inc.
with respect to BlackRock Strategic Portfolio I and BlackRock
Strategic Portfolio II is incorporated herein by reference to
Exhibit 5(d) of Post-Effective Amendment No. 26 to
Registrant's Registration Statement on Form N-1A filed on
December 18, 1996.
(e) Form of Addendum No. 2 to Investment Advisory Agreement
between Registrant and PNC Asset Management Group, Inc. with
respect to the International Small Cap Equity Portfolio is
incorporated herein by reference to Exhibit 5(e) of
Post-Effective Amendment No. 30 to Registrant's Registration
Statement on Form N-1A filed on August 19, 1997.
(f) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and BlackRock Financial Management, Inc. with respect to
the Managed Income, Tax-Free Income, Intermediate Government
Bond, Ohio Tax-Free Income, Pennsylvania Tax-Free Income, Low
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Duration Bond, Intermediate Bond, Government Income, New
Jersey Tax-Free Income and Core Bond Portfolios is
incorporated herein by reference to Exhibit (5)(c) of
Post-Effective Amendment No. 21 to Registrant's Registration
Statement on Form N-1A filed on May 30, 1996.
(g) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and Provident Capital Management, Inc. with respect to
the Large Cap Value Equity, Small Cap Value Equity and Select
Equity Portfolios is incorporated herein by reference to
Exhibit (5)(c) of Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A filed on May
30, 1996.
(h) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and PNC Equity Advisors Company with respect to the Large
Cap Growth Equity and Small Cap Growth Equity Portfolios is
incorporated herein by reference to Exhibit (5)(c) of
Post-Effective Amendment No. 21 to Registrant's Registration
Statement on Form N-1A filed on May 30, 1996.
(i) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and PNC Institutional Management Corporation with respect
to the Money Market, U.S. Treasury Money Market, Municipal
Money Market, Pennsylvania Municipal Money Market, Ohio
Municipal Money Market, North Carolina Municipal Money Market,
Virginia Municipal Money Market and New Jersey Municipal Money
Market Portfolios is incorporated herein by reference to
Exhibit (5)(c) of Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A filed on May
30, 1996.
(j) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and CastleInternational Asset Management Limited with
respect to the International Equity and International Emerging
Markets Portfolios is incorporated herein by reference to
Exhibit (5)(c) of Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A filed on May
30, 1996.
(k) Sub-Advisory Agreement among PNC Asset Management Group, Inc.,
Provident Capital Management, Inc. and BlackRock Financial
Management, Inc. with respect to the Balanced Portfolio is
incorporated herein by reference to Exhibit (5)(c) of
Post-Effective Amendment No. 21 to Registrant's Registration
Statement on Form N-1A filed on May 30, 1996.
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(l) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and Provident Capital Management, Inc. with respect to
the Mid-Cap Value Equity Portfolio is incorporated herein by
reference to Exhibit 5(k) of Post-Effective Amendment No. 27
to Registrant's Registration Statement on Form N-1A filed on
January 28, 1997.
(m) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and PNC Equity Advisors Company with respect to the
Mid-Cap Growth Equity Portfolio is incorporated herein by
reference to Exhibit 5(l) of Post-Effective Amendment No. 27
to Registrant's Registration Statement on Form N-1A filed on
January 28, 1997.
(n) Sub-Advisory Agreement between PNC Asset Management Group,
Inc. and BlackRock Financial Management, Inc. with respect to
the International Bond Portfolio is incorporated herein by
reference to Exhibit 5(m) of Post-Effective Amendment No. 27
to Registrant's Registration Statement on Form N-1A filed on
January 28, 1997.
(o) Form of Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and CastleInternational Asset Management Limited
with respect to the International Small Cap Equity Portfolio
is incorporated herein by reference to Exhibit 5(o) of
Post-Effective Amendment No. 30 to Registrant's Registration
Statement on Form N-1A filed on August 19, 1997.
(p) Form of Addendum No. 3 to Investment Advisory Agreement
between Registrant and PNC Asset Management Group, Inc. with
respect to the Micro-Cap Equity Portfolio, GNMA Portfolio,
Delaware Tax-Free Income Portfolio and Kentucky Tax-Free
Income Portfolio is incorporated herein by reference to
Exhibit (5)(p) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(q) Form of Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and PNC Equity Advisors Company with respect to
the Micro-Cap Equity Portfolio is incorporated herein by
reference to Exhibit (5)(q) of Post-Effective Amendment No. 33
to Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(r) Form of Sub-Advisory Agreement between BlackRock, Inc. and
BlackRock Financial Management, Inc. with respect to the GNMA,
Delaware Tax-Free Income and Kentucky Tax-Free Income
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Portfolios is incorporated herein by reference to Exhibit
(5)(r) of Post-Effective Amendment No. 34 to Registrant's
Registration Statement on Form N-1A filed on February 13,
1998.
(s) Form of Addendum No. 4 to Investment Advisory Agreement
between Registrant and BlackRock Advisors, Inc. with respect
to the High Yield Bond Portfolio is incorporated herein by
reference to Exhibit 5(s) of Post-Effective Amendment No. 37
to Registrant's Registration Statement on Form N-1A filed on
August 7, 1998.
(t) Form of Sub-Advisory Agreement between BlackRock Advisors,
Inc. and BlackRock Financial Management, Inc. with respect to
the High Yield Bond Portfolio is incorporated herein by
reference to Exhibit 5(t) of Post-Effective Amendment No. 37
to Registrant's Registration Statement on Form N-1A filed on
August 7, 1998.
(u) Form of Addendum No. 2 to Investment Advisory Agreement
between Registrant and BlackRock Financial Management, Inc.
with respect to the Multi-Sector Mortgage Securities Portfolio
IV is incorporated herein by reference to Exhibit 4(u) of
Post-Effective Amendment No. 42 to Registrant's Registration
Statement on Form N-1A filed on June 11, 1999.
(5) Underwriting Contracts
(a) Distribution Agreement between Registrant and BlackRock
Distributors, Inc. dated as of June 25, 1999 is incorporated
herein by reference to Exhibit 5(a) of Post-Effective
Amendment No. 45 to Registrant's Registration Statement on
Form N-1A filed on August 24, 1999.
(b) Form of Appendix A to Distribution Agreement between
Registrant and BlackRock Distributors, Inc. is incorporated
herein by reference to Exhibit 5(b) of Post-Effective
Amendment No. 45 to Registrant's Registration Statement on
Form N-1A filed on August 24, 1999.
(6) Bonus or Profit Sharing Contracts
None.
(7) Custodian Agreements
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(a) Custodian Agreement dated October 4, 1989 between Registrant
and PNC Bank, National Association is incorporated herein by
reference to Exhibit (8)(a) of Post-Effective Amendment No. 33
to Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(b) Amendment No. 1 to Custodian Agreement between Registrant and
PNC Bank, National Association is incorporated herein by
reference to Exhibit (8)(b) of Post-Effective Amendment No. 33
to Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(c) Amendment No. 2 dated March 1, 1993 to Custodian Agreement
between Registrant and PNC Bank, National Association with
respect to the Short-Term Bond, Intermediate-Term Bond, Core
Equity, Small Cap Growth Equity and North Carolina Municipal
Money Market Portfolios is incorporated herein by reference to
Exhibit (8)(c) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(d) Form of Appendix B to Custodian Agreement between Registrant
and PFPC Trust Company is incorporated herein by reference to
Exhibit 7(d) of Post-Effective Amendment No. 42 to
Registrant's Registration Statement on Form N-1A filed on June
11, 1999.
(e) Sub-Custodian Agreement dated April 27, 1992 among the
Registrant, PNC Bank, National Association and The Chase
Manhattan Bank is incorporated herein by reference to Exhibit
(8)(e) of Post-Effective Amendment No. 34 to Registrant's
Registration Statement on Form N-1A filed on February 13,
1998.
(f) Global Custody Agreement between Barclays Bank PLC and PNC
Bank, National Association dated October 28, 1992 is
incorporated herein by reference to Exhibit (8)(f) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(g) Custodian Agreement between State Street Bank and Trust
Company and PNC Bank, National Association dated June 13, 1983
is incorporated herein by reference to Exhibit (8)(g) of
Post-Effective Amendment No. 34 to Registrant's Registration
Statement on Form N-1A filed on February 13, 1998.
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(h) Amendment No. 1 to Custodian Agreement between State Street
Bank and Trust Company and PNC Bank, National Association
dated November 21, 1989 is incorporated herein by reference to
Exhibit (8)(h) of Post-Effective Amendment No. 34 to
Registrant's Registration Statement on Form N-1A filed on
February 13, 1998.
(i) Subcustodial Services Agreement dated January 10, 1996 between
PNC Bank, National Association and Citibank, N.A. is
incorporated herein by reference to Exhibit 8(j) of
Post-Effective Amendment No. 27 to Registrant's Registration
Statement on Form N-1A filed on January 28, 1997.
(8) Other Material Contracts
(a) Form of Administration Agreement among Registrant, BlackRock
Advisors, Inc. and PFPC Inc. is incorporated herein by
reference to Exhibit 8(a) of Post-Effective Amendment No. 42
to Registrant's Registration Statement on Form N-1A filed on
June 11, 1999.
(b) Forms of Appendix A and Appendix B to Administration Agreement
among Registrant, BlackRock Advisors, Inc. and PFPC Inc. are
incorporated herein by reference to Exhibit 8(b) of
Post-Effective Amendment No. 44 to Registrant's Registration
Statement on Form N-1A filed on August 11, 1999.
(c) Transfer Agency Agreement dated October 4, 1989 between
Registrant and PFPC Inc. is incorporated herein by reference
to Exhibit (9)(e) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(d) Amendment No. 1 to Transfer Agency Agreement dated October 4,
1989 between Registrant and PFPC Inc. relating to the Tax-Free
Income Portfolio is incorporated herein by reference to
Exhibit (9)(f) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(e) Amendment No. 2 to Transfer Agency Agreement dated October 4,
1989 between Registrant and PFPC Inc. relating to the
Pennsylvania Municipal Money Market, Ohio Municipal Money
Market, Intermediate Government, Ohio Tax-Free Income,
Pennsylvania Tax-Free Income, Large Cap Value Equity, Index
Equity and Small Cap Value Equity Portfolios is incorporated
herein by reference to Exhibit (9)(g) of Post-Effective
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<PAGE>
Amendment No. 33 to Registrant's Registration Statement on
Form N-1A filed on January 27, 1998.
(f) Amendment No. 3 to Transfer Agency Agreement dated October 4,
1989 between Registrant and PFPC Inc. relating to the
Short-Term Bond, Intermediate-Term Bond, Core Equity, Small
Cap Growth Equity and North Carolina Municipal Money Market
Portfolios is incorporated herein by reference to Exhibit
(9)(h) of Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27, 1998.
(g) Amendment No. 4 to Transfer Agency Agreement dated October 4,
1989 between Registrant and PFPC Inc. relating to Series B
Investor Shares of the Money Market, Managed Income, Tax-Free
Income, Intermediate Government, Ohio Tax-Free Income,
Pennsylvania Tax-Free Income, Large Cap Value Equity, Large
Cap Growth Equity, Index Equity, Small Cap Value Equity,
Intermediate-Term Bond, Small Cap Growth Equity, Core Equity,
International Fixed Income, Government Income, International
Emerging Markets, International Equity and Balanced Portfolios
is incorporated herein by reference to Exhibit (9)(i) of
Post-Effective Amendment No. 33 to Registrant's Registration
Statement on Form N-1A filed on January 27, 1998.
(h) Form of Appendix C to Transfer Agency Agreement between
Registrant and PFPC Inc. is incorporated herein by reference
to Exhibit 8(h) of Post-Effective Amendment No. 42 to
Registrant's Registration Statement on Form N-1A filed on June
11, 1999.
(i) License Agreement dated as of December 1, 1995 between the
Registrant and Compass Capital Group, Inc. is incorporated
herein by reference to Exhibit 9(q) of Post-Effective
Amendment No. 27 to Registrant's Registration Statement on
Form N-1A filed on January 28, 1997.
(j) Share Acquisition Agreement dated April 29, 1998 by and among
Registrant and PNC Bank, National Association and PNC Bank,
Delaware, respectively, each as trustee for certain of the
common trust funds listed therein is incorporated herein by
reference to Exhibit 9(l) of Post-Effective Amendment No. 36
to Registrant's Registration Statement on Form N-1A filed on
April 29, 1998.
(k) Form of Expense Limitation Agreement dated as of January 28,
1999 between Registrant and BlackRock Advisors, Inc. is
incorporated herein by reference to Exhibit 8(k) of Post-
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Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A filed on January 28, 1999.
(9) Legal Opinion
(a) None
(10) Other Opinions
(a) Consent of Independent Accountants to be filed by amendment.
(11) Omitted Financial Statements
(a) None.
(12) Initial Capital Agreements
(a) Form of Purchase Agreement between Registrant and Registrant's
distributor relating to Classes A-1, B-1, C-1, D-2, E-2, F-2,
G-2, H-2, I-1, I-2, J-1, J-2, K-2, L-2, M-2, N-2, O-2, P-2,
D-1, E-1, F-1, G-1, H-1, K-1, L-1, M-1, N-1, O-1, P-1, A-2,
B-2, C-2, I-2, J-2, A-3, B-3, C-3, D-3, E-3, F-3, G-3, H-3,
I-3, J-3, K-3, L-3, M-3, N-3, O-3, P-3, Q-1, Q-2, Q-3, R-1,
R-2, R-3, S-1, S-2, S-3, T-1, T-2, T-3, U-1, U-2, U-3, A-4,
D-4, E-4, F-4, G-4, H-4, K-4, L-4, M-4, N-4, O-4, P-4, R-4,
S-4, T-4, U-4, W-4, X-4, Y-4, V-1, V-2, V-3, W-1, W-2, W-3,
X-1, X-2, X-3, Y-1, Y-2, Y-3, Z-1, Z-2, Z-3, AA-1, AA-2, AA-3,
AA-4, AA-5, BB-1, BB-2, BB-3, BB-4, BB-5, CC-3, A-5, B-4, B-5,
C-4, C-5, I-4, I-5, J-4, J-5, Q-4, Q-5, V-4, V-5, Z-4, Z-5,
X-1, X-3, D-5, E-5, F-5, G-5, H-5, K-5, L-5, M-5, N-5, O-5,
P-5, R-5, S-5, T-5, U-5, W-5, X-5, Y-5, DD-1, DD-2, DD-3,
DD-4, DD-5, EE-1, EE-2, EE-3, EE-4, EE-5, R-6, BB-6, FF-3,
GG-3, HH-1, HH-2, HH-3, HH-4, HH-5, II-1, II-2, II-3, II-4,
II-5, S-6, JJ-1, JJ-2, JJ-3, JJ-4, JJ-5, KK-1, KK-2, KK-3,
KK-4, KK-5, LL-1, LL-2, LL-3, LL-4 and LL-5 is incorporated
herein by reference to Exhibit (13)(a) of Post-Effective
Amendment No. 34 to Registrant's Registration Statement on
Form N-1A filed on February 13, 1998.
(b) Form of Purchase Agreement between Registrant and Registrant's
distributor relating to Classes MM-1, MM-2, MM-3, MM-4, MM-5
and MM-6 is incorporated herein by reference to Exhibit 13(b)
of Post-Effective Amendment No. 37 to Registrant's
Registration Statement on Form N-1A filed on August 7, 1998.
(c) Form of Purchase Agreement between Registrant and Registrant's
distributor relating to Class NN-3 is incorporated herein by
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reference to Exhibit 12(c) of Post-Effective Amendment No. 42
to Registrant's Registration Statement on Form N-1A filed on
June 11, 1999.
(d) Form of Purchase Agreement between Registrant and Registrant's
distributor relating to Classes A-7 and C-7 is incorporated
herein by reference to Exhibit 12(d) of Post-Effective
Amendment No. 43 to Registrant's Registration Statement on
Form N-1A filed on August 6, 1999.
(13) Rule 12b-1 Plan
(a) Amended and Restated Distribution and Service Plan for
Service, Series A Investor, Series B Investor, Series C
Investor, Institutional and BlackRock Shares is incorporated
herein by reference to Exhibit (15) of Post-Effective
Amendment No. 21 to Registrant's Registration Statement on
Form N-1A filed on May 30, 1996.
(b) Form of Appendix A to Amended and Restated Distribution and
Service Plan is incorporated herein by reference to Exhibit
13(b) of Post-Effective Amendment No. 44 to Registrant's
Registration Statement on Form N-1A filed on August 11, 1999.
(14) Intentionally Omitted.
(15) Rule 18f-3 Plan
(a) Amended and Restated Plan Pursuant to Rule 18f-3 for Operation
of a Multi-Class Distribution System is incorporated herein by
reference to Exhibit 15(a) of Post-Effective Amendment No. 45
to Registrant's Registration Statement on Form N-1A filed on
August 24, 1999.
(99) (a) Power of Attorney of David R. Wilmerding dated March 5, 1996
appointing David R. Wilmerding, Raymond J. Clark and Karen H.
Sabath as attorneys and agents is incorporated herein by
reference to such Power of Attorney filed in Post-Effective
Amendment No. 28 to Registrant's Registration Statement on
form N-1A filed on February 18, 1997.
(b) Power of Attorney of William O. Albertini dated March 5, 1996
appointing David R. Wilmerding, Raymond J. Clark and Karen H.
Sabath as attorneys and agents is incorporated herein by
reference to such Power of Attorney filed in Post-Effective
Amendment No. 28 to Registrant's Registration Statement on
form N-1A filed on February 18, 1997.
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(c) Power of Attorney of Raymond J. Clark dated March 5, 1996
appointing David R. Wilmerding, Raymond J. Clark and Karen H.
Sabath as attorneys and agents is incorporated herein by
reference to such Power of Attorney filed in Post-Effective
Amendment No. 28 to Registrant's Registration Statement on
form N-1A filed on February 18, 1997.
(d) Power of Attorney of Robert M. Hernandez dated March 5, 1996
appointing David R. Wilmerding, Raymond J. Clark and Karen H.
Sabath as attorneys and agents is incorporated herein by
reference to such Power of Attorney filed in Post-Effective
Amendment No. 28 to Registrant's Registration Statement on
form N-1A filed on February 18, 1997.
(e) Power of Attorney of Anthony M. Santomero dated March 5, 1996
appointing David R. Wilmerding, Raymond J. Clark and Karen H.
Sabath as attorneys and agents is incorporated herein by
reference to such Power of Attorney filed in Post-Effective
Amendment No. 28 to Registrant's Registration Statement on
form N-1A filed on February 18, 1997.
Item 24. Persons Controlled by or under Common Control with the Fund.
None.
Item 25. Indemnification
Indemnification of Registrant's principal underwriter against
certain losses is provided for in Section 7 of the Distribution Agreement
incorporated by reference herein as Exhibit 5(a). Indemnification of
Registrant's Custodian, Transfer Agent and Administrators is provided for,
respectively, in Section 22 of the Custodian Agreement incorporated by
reference herein as Exhibit 7(a), Section 17 of the Transfer Agency Agreement
incorporated by reference herein as Exhibit 8(c) and Section 11 of the
Administration Agreement incorporated by reference herein as Exhibit 8(a).
Registrant intends to obtain from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions.
In addition, Section 9.3 of the Registrant's Declaration of Trust
incorporated by reference herein as Exhibit 1(a) provides as follows:
Indemnification of Trustees, Officers, Representatives and
Employees. The Trust shall indemnify each of its Trustees against all
liabilities and expenses (including amounts paid in satisfaction of
judgments, in compromise, as fines and penalties, and as counsel fees)
reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in
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which he may be involved or with which he may be threatened, while as a
Trustee or thereafter, by reason of his being or having been such a
Trustee except with respect to any matter as to which he shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, provided that as to any
matter disposed of by a compromise payment by such person, pursuant to a
consent decree or otherwise, no indemnification either for said payment
or for any other expenses shall be provided unless the Trust shall have
received a written opinion from independent legal counsel approved by
the Trustees to the effect that if either the matter of willful
misfeasance, gross negligence or reckless disregard of duty, or the
matter of bad faith had been adjudicated, it would in the opinion of
such counsel have been adjudicated in favor of such person. The rights
accruing to any person under these provisions shall not exclude any
other right to which he may be lawfully entitled, provided that no
person may satisfy any right of indemnity or reimbursement hereunder
except out of the property of the Trust. The Trustees may make advance
payments in connection with the indemnification under this Section 9.3,
provided that the indemnified person shall have given a written
undertaking to reimburse the Trust in the event it is subsequently
determined that he is not entitled to such indemnification.
The Trustee shall indemnify officers, representatives and employees
of the Trust to the same extent that Trustees are entitled to
indemnification pursuant to this Section 9.3.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Section 9.6 of the Registrant's Declaration of Trust, filed herein
as Exhibit 1(a), also provides for the indemnification of shareholders of the
Registrant. Section 9.6 states as follows:
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<PAGE>
Indemnification of Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or
omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the
assets belonging to the classes of Shares with the same alphabetical
designation as that of the Shares owned by such Shareholder to be held
harmless from and indemnified against all loss and expense arising from
such liability. The Trust shall, upon request by the Shareholder,
assume the defense of any claim made against any Shareholder for any act
or obligations of the Trust and satisfy any judgment thereon from such
assets.
Item 26. Business and Other Connections of Investment Advisers
(a) BlackRock Advisors, Inc. is an indirect majority-owned
subsidiary of PNC Bank Corp. BlackRock Advisors, Inc. was organized in 1994
for the purpose of providing advisory services to investment companies. The
list required by this Item 26 of officers and directors of BlackRock
Advisors, Inc., together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by BlackRock Advisors, Inc.
pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-47710).
(b) BlackRock Institutional Management Corporation (formerly PNC
Institutional Management Corporation) ("BIMC") is an indirect majority-owned
subsidiary of PNC Bank Corp. The list required by this Item 26 of officers
and directors of BIMC, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by BIMC pursuant to the
Investment Advisers Act of 1940 (SEC File No. 801-13304).
(c) BlackRock Financial Management, Inc. ("BlackRock") is an
indirect majority-owned subsidiary of PNC Bank Corp. BlackRock currently
offers investment advisory services to institutional investors such as
pension and profit-sharing plans or trusts, insurance companies and banks.
The list required by this Item 26 of officers and directors of BlackRock,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D
of Form ADV, filed by BlackRock pursuant to the Investment Advisers Act of
1940 (SEC File No. 801-48433).
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<PAGE>
(d) BlackRock International, Ltd. (formerly CastleInternational
Asset Management Limited) ("BIL") is an indirect majority-owned subsidiary of
PNC Bank Corp. The list required by this Item 26 of officers and directors
of BIL, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers
and directors during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by BIL pursuant to the Investment
Advisers Act of 1940 (SEC File No. 801-51087).
Item 27. Principal Underwriters
(a) Not applicable.
(b) The information required by this Item 27 with respect to each
director, officer or partner of BlackRock Distributors, Inc. (formerly
Compass Distributors, Inc.) is incorporated by reference to Schedule A of
FORM BD filed by BlackRock Distributors, Inc. with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (File No.
8-48775).
(c) Not applicable.
Item 28. Location of Accounts and Records
(1) PFPC Trust Company, 200 Stevens Drive, Lester, PA 19113 (records
relating to its functions as custodian).
(2) BlackRock Distributors, Inc., Four Falls Corporate Center, 6th
Floor, West Conshohocken, PA 19428-2961 (records relating to its
functions as distributor).
(3) BlackRock Advisors, Inc. (formerly BlackRock, Inc.), 345 Park
Avenue, New York, New York 10154 (records relating to its functions
as investment adviser and co-administrator).
(4) BlackRock Institutional Management Corporation (formerly PNC
Institutional Management Corporation), Bellevue Corporate Center,
400 Bellevue Parkway, Wilmington, Delaware 19809 (records relating
to its functions as investment sub-adviser).
(5) BlackRock Financial Management, Inc., 345 Park Avenue, New York,
New York 10154; and 1600 Market Street, 27th Floor, Philadelphia,
Pennsylvania 19103 (records relating to its functions as investment
adviser and sub-adviser).
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<PAGE>
(6) PFPC Inc., Bellevue Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809 (records relating to its functions as
co-administrator, transfer agent and dividend disbursing agent).
(7) The Chase Manhattan Bank, N.A., 1285 Avenue of the Americas, New
York, New York 10019 (records relating to its function as
sub-custodian).
(8) BlackRock International, Ltd. (formerly CastleInternational Asset
Management Limited), 7 Castle Street, Edinburgh, Scotland, EH2 3AM
(records relating to its functions as investment sub-adviser).
(9) Citibank, N.A., 111 Wall Street, 23rd Floor, Zone 6, New York, NY
10043 (records relating to its functions as sub-custodian).
(10) BlackRock Financial Management, Inc., 1600 Market Street, 28th
Floor, Philadelphia, PA 19103 (Registrant's declaration of trust,
code of regulations and minute books).
Item 29. Management Services
None.
Item 30. Undertakings
None.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement under Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, duly authorized, in the City
of New York and the State of New York on the 29th day of November, 1999.
BLACKROCK FUNDSSM
Fund
By /s/ Raymond J. Clark
-------------------------------------
Raymond J. Clark,
President and Treasurer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Raymond J. Clark Trustee, President and November 29, 1999
- --------------------------- Treasurer
(Raymond J. Clark)
*David R. Wilmerding, Jr. Chairman of the Board November 29, 1999
- ---------------------------
(David R. Wilmerding, Jr.)
*Anthony M. Santomero Vice-Chairman of the Board November 29, 1999
- ---------------------------
(Anthony M. Santomero)
*William O. Albertini Trustee November 29, 1999
- ---------------------------
(William O. Albertini)
*Robert M. Hernandez Trustee November 29, 1999
- ---------------------------
(Robert M. Hernandez)
*By: /s/ Karen H. Sabath
-------------------------------------------
Karen H. Sabath, Attorney-in-fact
