BLACKROCK FUNDS, 485BPOS, 1999-12-06

BLACKROCK FUNDS
485BPOS, 1999-12-06

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<PAGE>

As filed with the Securities and Exchange Commission on December 6, 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. 49 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 51 [X]

_____________________________

BLACKROCK FUNDS(SM)

(Exact Name of Registrant as Specified in Charter)

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<S> <C> <C>
Bellevue Corporate Center Brian Kindelan, Esq. copy to:
400 Bellevue Parkway BlackRock Advisors, Inc. Gary S. Schpero, Esq.
Suite 100 1600 Market Street, 28th Floor Simpson Thacher & Bartlett
Wilmington, Delaware 19809 Philadelphia, PA 19103 425 Lexington Avenue
(Address of Principal (Name and Address of New York, New York 10017
Executive Offices) Agent for Service)
Registrant's Telephone Number
(302) 792-2555
</TABLE>
_____________________________

It is proposed that this filing will become effective (check appropriate box)

[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) 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:

[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

EXPLANATORY NOTE
----------------

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, 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.
<PAGE>

BLACKROCK FUNDS(SM)
BLACKROCK STRATEGIC PORTFOLIO I
BLACKROCK STRATEGIC PORTFOLIO II
CROSS REFERENCE SHEET

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Item Number Form N-1A, Prospectus
Part A Caption
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<S> <C>
1(a) Cover Page

1(b) Back Cover Page

2 Risk/Return Summary: Investments and Risks

3 Risk/Return Summary: Fee Table

4 Risk/Return Summary: Investments and Risks

5 Not Applicable

6 Management of the Fund

7(a) Purchases and Redemptions; Net Asset Value

7(b),(c) Purchases and Redemptions

7(d) Dividends and Distributions

7(e) Taxes

7(f) Not Applicable

8(a) Not Applicable

8(b) Not Applicable

8(c) Not Applicable

9 Financial Highlights
</TABLE>
<PAGE>

Item Number Form N-1A, Statement of Additional
Part B Information Caption
- ------ -------------------

10 Cover Page

11 The Fund

12 The Fund; Investment Objective and Policies;
Investment Restrictions

13 Trustees and Officers

14 Miscellaneous; Trustees and Officers

15 Investment Advisory; Administration, Distribution
and Service Arrangements

16 Investment Advisory, Administration, Distribution
and Service Arrangements; Portfolio Transactions

17 Trustees and Officers; Purchase and Redemption
Information; Additional Information Concerning
Shares; Miscellaneous

18 Purchase and Redemption Information: Valuation of
Portfolio Securities

19 Taxes

20 Investment Advisory, Administration, Distribution
and Service Arrangements

21 Performance Information

22 Financial Statements

Part C
- ------

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

<PAGE>

BLACKROCK FUNDS(SM)

BLACKROCK STRATEGIC PORTFOLIO I
BLACKROCK STRATEGIC PORTFOLIO II

This Prospectus relates to shares of the BlackRock Strategic Portfolio I
and BlackRock Strategic Portfolio II (the Portfolios) of BlackRock Funds(SM)
(the Fund).

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

PROSPECTUS

TABLE OF CONTENTS

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Page
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Risk/return Summary: Investments and Risks.............................. 2
Risk/return Summary: Performance Information............................ 7
Risk/return Summary: Fee Table.......................................... 9
Management of the Fund................................................... 10
Purchases and Redemptions................................................ 11
Net Asset Value.......................................................... 12
Dividends and Distributions.............................................. 13
Taxes.................................................................... 13
Financial Highlights..................................................... 14
</TABLE>

December 6, 1999
<PAGE>

RISK/RETURN SUMMARY: INVESTMENTS AND RISKS

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Investment Objective of the Portfolios IMPORTANT DEFINITIONS

The investment goal of each of Bonds: Debt obligations such as
the Portfolios is to seek to maximize bonds and debentures, U.S. Government
total return through the investment securities, debt obligations of
in a portfolio of investment grade domestic and foreign corporations,
fixed income securities of foreign debt obligations of foreign
and U.S. issuers denominated in governments and their political
foreign currencies, baskets of subdivisions, asset-backed
foreign currencies and the U.S. dollar. securities, various mortgage-backed
The investment objective may be securities (both residential and
changed by the Fund's Board of commercial), other floating or
Trustees without shareholder approval. variable rate obligations, municipal
obligations and zero coupon debt
securities.

Primary Investment Strategies Duration: A mathematical calculation
of the average life of a bond (or
In pursuit of this goal, each bonds in a bond fund) that serves as
portfolio manager expects to invest a useful measure of its price risk.
primarily in bonds of foreign issuers. Each year of duration represents an
Each portfolio normally invests at expected 1% change in the price of a
least 65% of its total assets in bond for every 1% change in interest
such bonds. Each Portfolio will rates. For example, if a bond fund
primarily invest in developed has an average duration of four
countries, although each Portfolio years, its price will fall about 4%
has the ability to invest up to 20% when interest rates rise by one
of its total assets in bonds of percentage point. Conversely, the
issuers in emerging market countries. bond fund's price will rise about 4%
Portfolio may also invest in foreign when interest rates fall by one
currencies. Each Portfolio may only percentage point.
buy securities rated investment grade
at the time of purchase by at least
one major rating agency or determined
by the manager to be of similar quality.
Each Portfolio will invest a maximum of
5% of its total assets in securities of
one issuer, except that up to 50% of the
Portfolios' assets may be invested
without regard to this limitation, so
long as no more than 25% of the
Portfolios' total assets are invested in
the securities of any one issuer (except
U.S. Government securities).

The management team evaluates
categories of the bond markets
of various world economies and
seeks individual securities
within those categories.
Securities are purchased for
the Portfolios when the manager
determines that they have the
potential for above-average
total return. When determining
what securities to purchase and
sell, the portfolio managers
consider the relative risk
versus the potential reward of
owning a security. Other
factors reviewed when
evaluating a security for
purchase or sale, among other
things, are the credit,
interest rate and prepayment
risk, as well as general market
conditions. The managers also
consider how the purchase or
sale will effect the
portfolios' duration relative
to the benchmark index and what
the relative value of a fixed
income sector or sub-
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Investment Grade: Securities which
are rated in the four highest
categories by at least one of the
major rating agencies or determined
by the portfolio manager to be of
similar quality. Generally, the
higher the rating of a bond, the
higher the likelihood that interest
and principal payments will be made
on time.

Lehman Brothers Aggregate Index: An
unmanaged index comprised of more
than 5,000 taxable bonds. This is an
index of investment grade bonds: all
securities included must be rated
investment grade by Moody's or
Standard & Poor's.

Maturity: The date upon which debt
securities are due to be repaid, that
is, the date when the issuer
generally must pay back the face
amount of the security.

Total Return: A way of measuring
portfolio performance. Total return
is based on a calculation that takes
into account income dividends,
capital gain distributions and the
increase or decrease in share price.
</TABLE>

sector is compared to another fixed income sector or sub-sector. In addition,
the managers conduct intense credit analysis and review of each security
purchased or sold.

**1 If a security falls below investment grade, the manager will decide
whether to continue to hold the security. A security will be sold if, in the
opinion of the portfolio manager, the risk of continuing to hold the security is
unacceptable when compared to the total return potential.

Strategic Portfolio I will generally maintain a U.S. dollar-weighted
average duration for its investments between 0 and 8 years and will invest in
securities across the entire maturity spectrum. BlackRock Strategic Portfolio
II will generally maintain a U.S. dollar-weighted

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average duration for its investments between 0 and 6 years and may invest in
securities across the entire maturity spectrum, though it will tend to emphasize
securities that on average have shorter durations than those utilized in
BlackRock Strategic Portfolio I. The portfolio's manager will structure the
Portfolio' duration with target of 0-8 years in Strategic Portfolio I and a
target Strategic Portfolio II.

**2 The portfolio manager, when consistent with the Portfolios' investment
objectives, may use options or futures (commonly known as derivatives). The
primary purpose of using derivatives is to attempt to reduce risk to the
Portfolios as a whole (hedge), but they may also be used to maintain liquidity,
commit cash pending investment or for speculation to increase returns. The
Portfolios may enter into interest rate or foreign currency transactions as a
hedging technique. Each Portfolio intends to hedge its exposure to foreign
currencies so that under normal market conditions no more than 25% of the
portfolios assets are exposed to all currencies other than the U.S. dollar. In
these transactions, the Portfolios exchange their right to pay or receive
interest or currencies with another party for their right to pay or receive
interest or another currency in the future.

**3 The Portfolios can borrow money to buy additional securities. This
practice is known as "leverage." The Portfolios may borrow from banks or other
financial institutions or through reverse repurchase agreements (under which the
Portfolios sell securities and agree to buy them back at a particular date and
price). The Portfolios normally may borrow up to 33 1/3% of the value of their
total assets.

**4 The Portfolios may lend some of their securities on a short-term basis
in order to earn extra income. The Portfolios will receive collateral in cash or
high quality securities equal to the current value of the loaned securities.
These loans will be limited to 33 1/3% of the value of the Portfolios' total
assets.

The Portfolios may engage in active and frequent trading of portfolio
securities to achieve their principal investment strategies. Higher than normal
portfolio turnover may result in increased transaction costs to the Portfolios,
including brokerage commissions, dealer mark-ups and other transaction costs on
the sale of the securities and on reinvestment in other securities. The sale of
portfolio securities may result in the recognition of capital gain or loss.
Given the frequency of sales, such gain or loss will likely be short-term
capital gain or loss. Unlike long-term capital gain, short-term capital gain of
individuals is taxable at the same rates as ordinary income.

The Portfolios may, from time to time take temporary defensive positions
that are inconsistent with the Portfolios' principal investment strategies in
response to adverse market, economic, political, or other conditions. This may
result in the inability of the Portfolios to meet their respective investment
objectives.

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<PAGE>

restrictions as other investments. Subject to the limitation stated above
regarding investments in emerging market countries, each Portfolio may invest
25% or more of its total assets in the securities of issuers located in a single
country. Investments of 25% or more of a Portfolio's total assets in a
particular country will make the Portfolio's performance more dependent upon the
political and economic circumstances of a particular country than a mutual fund
that is more widely diversified among issuers in different countries.

-5-
<PAGE>

Key Risks

While the portfolio manager chooses bonds he believes can provide above
average total return, there is no guarantee that shares of the Portfolios will
not lose value. This means you could lose money.

Four of the main risks of investing in the Portfolios are: the Portfolios'
non-diversified status, interest rate risk, credit risk and the risk associated
with investing in bonds of foreign issuers.

Non-diversified Status. Each Portfolio is classified as a non-diversified
portfolio under the Investment Company Act of 1940. Investment returns of a
non-diversified portfolio typically are dependent upon the performance of a
smaller number of securities relative to the number held in a diversified
portfolio.

Interest rate risk. Typically, when interest rates rise, there is a
corresponding decline in the market value of bonds such as those held by the
Portfolios.

Credit risk. Credit risk refers to the possibility that the issuer of the
bond will not be able to make principal and interest payments.

Foreign Securities Risk. Foreign securities involve risks not typically
associated with investing in U.S. securities. These risks include but are not
limited to: currency risks (the risk that the value of dividends or interest
paid by foreign securities, or the value of the securities themselves, may fall
if currency exchange rates change), the risk that a security's value will be
hurt by changes in foreign political or social conditions, the possibility of
heavy taxation or expropriation and more difficulty obtaining information on
foreign securities or companies. In addition, a portfolio of foreign securities
may be harder to sell and may be subject to wider price movements than
comparable investments in U.S. companies. In addition, there is less government
regulation of foreign securities markets.

Political and economic structures in emerging market countries may be
undergoing rapid change and these countries may lack the social, political and
economic stability of more developed countries. As a result, some of the risks
described above, including the risks of nationalization or expropriation of
assets and the existence of smaller, more volatile and less regulated markets,
may be increased. The value of many investments in emerging market countries
recently has dropped significantly due to economic and political turmoil in many
of these countries.

On January 1, 1999, eleven European countries implemented a new currency
unit called the Euro which is expected to reshape financial markets, banking
systems and monetary policies in Europe and other parts of the world. While it
is impossible to predict the future impact of the Euro, it is possible that it
could increase volatility in financial markets worldwide which could hurt the
value of shares of the Portfolios.

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<PAGE>

The expenses of the Portfolios can be expected to be higher than those of
other funds investing primarily in domestic securities because the costs
attributable to investing abroad are usually higher. The Portfolios' use of
derivatives and interest rate and foreign currency transactions may reduce the
Portfolios' returns and/or increase volatility, which is defined as the
characteristic of a security or a market to fluctuate significantly in price
within a short period of time. Leverage is a speculative technique which may
expose the Portfolios to greater risk and increase their costs. Increases and
decreases in the value of the Portfolios will be magnified when the Portfolios
use leverage. For example, leverage may cause greater swings in the Portfolios'
net asset value. The Portfolios will also have to pay interest on their
borrowings, reducing the Portfolios' return. This interest expense may be
greater than the Portfolios' return on the underlying investment.

Forward foreign currency exchange contracts do not eliminate fluctuations
in the value of foreign securities but rather allow the Portfolios to establish
a fixed rate of exchange for a future point in time. These strategies can have
the effect of reducing returns and minimizing opportunities for gain.

Additional Risks

Securities rated in the fourth highest category by the rating agencies are
considered investment grade but they are also considered speculative, meaning
that they carry more risk than higher rated securities and may have problems
making principal and interest payments in difficult economic climates.
Investment grade ratings do not guarantee that bonds will not lose value.

Securities loans involve the risk of a delay in receiving additional
collateral if the value of the securities goes up while they are on loan. There
is also the risk of delay in recovering the loaned securities and of losing
rights to the collateral if a borrower goes bankrupt.

The Portfolios and the Fund, like any business, could be affected if the
computer systems on which they rely do not properly process information
beginning on January 1, 2000. While Year 2000 issues could have a negative
effect on the Portfolios and the Fund, BlackRock, the Portfolios' investment
adviser, is currently working to avoid such problems. BlackRock is also working
with other systems providers and vendors to determine their systems' ability to
handle Year 2000 problems. There is no guarantee, however, that systems will
work properly on January 1, 2000. Year 2000 problems may also hurt issuers
whose securities the Portfolios hold or securities markets generally.

When you invest in these Portfolios you are not making a bank deposit.
Your investment is not insured or guaranteed by the Federal Deposit Insurance
Corporation or by any bank or governmental agency.

RISK/RETURN SUMMARY: PERFORMANCE INFORMATION

The chart and table below give you a picture of the long-term performance
of Strategic Portfolio I. The information shows you how the Portfolio's
performance has varied since the Portfolio's inception date and provides some
indication of the risks of investing in the

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Portfolio. As with all such investments, past performance is not an indication
of future results.

As of 12/31

ANNUAL TOTAL RETURNS /1/

Best Quarter
Q3'98: 5.41%

Worst Quarter
Q4'98: 0.47%

Nine Months
Ended 9/30/99: 1.38%

98
9.82%

As of 12/31/98

AVERAGE ANNUAL TOTAL RETURNS/1/

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Since Inception
1 Year 3 Years 5 Years Inception Date
<S> <C> <C> <C> <C> <C>
Strategic Portfolio I 9.82% N/A N/A 9.08% 10/06/97
Lehman Aggregate 8.69% N/A N/A 11.46%(2) N/A
</TABLE>

(1) The chart and the table both assume reinvestment of dividends and
distributions.
(2) The Lehman Aggregate Index does not compute returns on a daily basis.
This number reflects returns starting October 1, 1997.

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<PAGE>

RISK/RETURN SUMMARY: FEE TABLE

Fees and Expenses of the Portfolios

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.

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BLACKROCK STRATEGIC BLACKROCK STRATEGIC
PORTFOLIO I PORTFOLIO II
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<S> <C> <C>
Annual Portfolio Operating
Expenses (expenses that are
deducted from Portfolio
assets)
Advisory fees .20% .20%
Other expenses .40% .40%
Administrative fees .23% .23%
Miscellaneous expenses .17% .17%

Total Portfolio
operating expenses .60% .60%
=== ===

Fee waivers & expense reimbursements/(1)/ .34% .34%
=== ===
Net expenses/(1)/ .26% .26%
=== ===
</TABLE>

(1) BlackRock has contractually agreed to waive or reimburse all "Advisory
fees" and to cap "Other operating expenses" at .26% of average daily net
assets and "Total Portfolio operating expenses" at .26% for each Portfolio
until December 6, 2000. "Other expenses" in the table for Strategic
Portfolio II are based on estimated amounts for the current fiscal
year.

Example: This Example is intended to help you compare the cost of
investing in the Portfolios with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolios for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

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<PAGE>

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<CAPTION>
One Year Three Years Five Years Ten Years
<S> <C> <C> <C> <C>
BlackRock Strategic Portfolio I $27 $158 $301 $718
BlackRock Strategic Portfolio II $27 $158 N/A N/A
</TABLE>

MANAGEMENT OF THE FUND

Adviser. The Portfolios' investment adviser is BlackRock Financial
Management, Inc. (BlackRock or the Adviser). The Adviser's principal business
address is 345 Park Avenue, New York, New York 10154. Since 1995, BlackRock
has been a majority-owned indirect subsidiary of PNC Bank Corp., one of the
largest diversified financial services companies in the United States.
BlackRock provides asset management services with respect to U.S. and foreign
fixed income instruments. As adviser, BlackRock is responsible for the day-to-
day management of the Portfolios, and generally makes all purchase and sale
decisions regarding the investments made by the Portfolios. BlackRock also
provides research and credit analysis as well as certain other services.

Investment decisions are made by BlackRock's Investment Strategy Committee
and no one person is primarily responsible for making recommendations to that
committee. BlackRock currently serves as investment adviser to institutional
and individual investors in the United States and overseas through several funds
and separately managed accounts. For its investment advisory services to the
Portfolios, the Adviser is entitled to a fee, computed daily for each Portfolio
and payable monthly, at the annual rate of .20% of each Portfolio's average
daily net assets. There were no advisory fees paid by the Portfolios to
BlackRock for the fiscal year ended September 30, 1999. The Adviser has
contractually agreed to waive all of its advisory fee from each of the
Portfolios until December 6, 2000.

Administrators. BlackRock Advisors, Inc. and PFPC Inc. (the
Administrators) serve as the Portfolios' co-administrators. BlackRock Advisors,
Inc. is an indirect majority-owned, and PFPC is an indirect wholly-owned,
subsidiary of PNC Bank Corp.

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<PAGE>

The Administrators generally assist the Portfolios in all aspects of their
administration and operation, including matters relating to the maintenance of
financial records, fund accounting and the servicing of investors in the
Portfolios. Under the Administration Agreement, the Fund pays to BAI and PFPC
on behalf of each Portfolio a fee, computed daily and payable monthly, at an
aggregate annual rate of (i) .085% of the first $500 million of each Portfolio's
average daily net assets, .075% of the next $500 million of each Portfolio's
average daily net assets and .065% of the average daily net assets of each
Portfolio in excess of $1 billion and (ii) .145% of the first $500 million of
average daily net assets allocated to shares of each Portfolio, .135% of the
next $500 million of such average daily net assets and .125% of the average
daily net assets allocated to shares of each Portfolio in excess of $1 billion.

Transfer Agent, Dividend Disbursing Agent and Custodian. PFPC Trust
Company, whose principal offices are located at 1600 Market Street,
Philadelphia, Pennsylvania 19103, serves as the Portfolios' custodian and PFPC
Inc., whose principal offices are located at 400 Bellevue Parkway, Wilmington,
Delaware 19809, serves as their transfer agent and dividend disbursing agent.

PURCHASES AND REDEMPTIONS

Distributor. Shares of the Portfolios are offered on a continuous basis for
the Fund by its distributor, BlackRock Distributors, Inc. (BDI or the
Distributor). The Distributor is a registered broker/dealer with principal
offices at Four Falls Corporate Center, 6th Floor, West Conshohocken,
PA 19428-2961. BDI is a wholly-owned subsidiary of Provident Distributors, Inc.
("PDI"). A majority of the outstanding stock of PDI is owned by its officers.

Purchase of Shares. Shares of the Portfolios are offered to the separate
account clients of the Adviser.

Shares are sold at their net asset value per share next computed after an
order is received by PFPC. Orders received by PFPC by 3:00 p.m. (Eastern Time)
on a Business Day are priced the same day. A "Business Day" is any weekday that
the New York Stock Exchange (the NYSE) is open for business.

Purchase orders may be placed by telephoning PFPC at (800) 441-7450.
Orders received by PFPC after 3:00 p.m. (Eastern Time) are priced on the
following Business Day.

There is no minimum initial or subsequent investment requirement. Payment
for shares must normally be made in Federal funds or other funds immediately
available to the Portfolios' custodian. Payment may also, in the discretion of
the Portfolios, be made in the form of securities that are permissible
investments for the respective Portfolios.

The Portfolios may in their discretion reject any order for shares.

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<PAGE>

Redemption of Shares. Redemption orders for shares may be placed by
telephoning PFPC at (800) 441-7450. Shares are redeemed at their net asset
value per share next determined after PFPC's receipt of the redemption order.
The Portfolios, the Administrators and the Distributor will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
The Portfolios and their service providers will not be liable for any loss,
liability, cost or expense for acting upon telephone instructions that are
reasonably believed to be genuine in accordance with such procedures.

Payment for redeemed shares for which a redemption order is received by
PFPC before 3:00 p.m. (Eastern Time) on a Business Day is normally made in
Federal funds wired to the redeeming shareholder on the next Business Day,
provided that the Portfolios' custodian is also open for business. Payment for
redemption orders received after 3:00 p.m. (Eastern Time) or on a day when the
Portfolios' custodian is closed is normally wired in Federal funds on the next
Business Day following redemption on which the Portfolios' custodian is open for
business. The Portfolios reserve the right to wire redemption proceeds within
seven days after receiving a redemption order if, in the judgment of the
Adviser, an earlier payment could adversely affect a Portfolio. No charge for
wiring redemption payments is imposed by the Portfolios.

During periods of substantial economic or market change, telephone
redemptions may be difficult to complete. Redemption requests may also be
mailed to PFPC at P.O. Box 8907, Wilmington, Delaware 19899-8907.

The Portfolios may also suspend the right of redemption or postpone the
date of payment upon redemption if trading is halted or restricted on the NYSE
or under other emergency conditions. They may redeem shares involuntarily or
make payment for redemption in securities (some of which may not be liquid) or
other property when determined appropriate in light of the Portfolios'
responsibilities under the 1940 Act. The Fund reserves the express right to
redeem shares of each Portfolio involuntarily at any time if the Fund's Board of
Trustees determines, in its sole discretion, that failure to do so may have
adverse consequences to the holders of shares in the Portfolio (for example, if
the Portfolios are consistently losing money). Upon such redemption the holders
of shares so redeemed shall have no further right with respect thereto other
than to receive payment of the redemption price.

NET ASSET VALUE

The net asset value for each Portfolio is determined as of 4:00 p.m.
(Eastern Time) on days that the NYSE is open for trading, except on days on
which no orders to purchase or redeem have been received. Net asset value will
not be calculated on days when the NYSE is not open for business.
Notwithstanding whether any orders to purchase or redeem have been received or
whether the NYSE is open for business, the net asset value will be calculated on
the last day of each month. Net asset value for each Portfolio is calculated by
adding the value of all its securities, cash and other assets, subtracting the
liabilities and dividing by the total number of Shares outstanding.

-12-
<PAGE>

The value of securities held by the Portfolios is based upon market
quotations or, if market quotations are not readily available, the securities
are valued at fair value as determined in good faith by or under the direction
of the Fund's Board of Trustees. The Portfolios may have portfolio securities
that are primarily listed on foreign exchanges that trade on days on which the
Portfolios do not price their respective shares and, as a result, the net asset
value of each of the Portfolio's shares may change on days when you will not be
able to purchase or redeem shares of the Portfolios. Portfolio securities which
are traded primarily on foreign securities exchanges are normally valued at the
preceding closing values of such securities on their respective exchanges. The
amortized cost method of valuation will also be used with respect to debt
obligations with sixty days or less remaining to maturity unless the Adviser
under the supervision of the Board of Trustees determines such method does not
represent fair value.

DIVIDENDS AND DISTRIBUTIONS

Dividends for each Portfolio will be declared daily on shares held of
record at 3:00 p.m. (Eastern Time). Over the course of a year, substantially all
of a Portfolio's net investment income will be declared as dividends. The amount
of the daily dividend for each Portfolio will be based on periodic projections
of its net investment income. All dividends are paid not later than ten days
after the end of each month. Net realized capital gains, if any, will be
distributed by each Portfolio at least annually. All dividends and distributions
will be reinvested automatically at net asset value in additional shares of the
same Portfolio, unless cash payment is requested.

TAXES

The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Portfolios and their shareholders and
is not intended as a substitute for careful tax planning. Accordingly, investors
in the Portfolios should consult their tax advisers with specific reference to
their own tax situation.

The Portfolios' distributions, whether received in cash or reinvested in
additional shares of the Portfolios, may be subject to federal income tax.
Distributions paid out of a Portfolio's "net capital gain" (i.e., the excess of
----
its net long-term capital gain over net short-term capital loss), if any, will
be taxed to shareholders as long-term capital gain, regardless of the length of
time a shareholder holds the shares. All other distributions, to the extent
taxable, are taxed to shareholders as ordinary income.

The Fund will send written notices to shareholders annually regarding the
tax status of distributions made by each Portfolio. Dividends declared in
December of any year payable to shareholders of record on a specified date in
December will be deemed to have been received by the shareholders on December 31
of such year, if the dividends are paid during the following January.

An investor considering buying shares on or just before the record date for
a distribution should be aware that the amount of the forthcoming distribution
payment, although in effect a return of capital, will be taxable.

-13-
<PAGE>

A taxable gain or loss may be realized by a shareholder upon the redemption
or transfer of shares depending upon their tax basis and their price at the time
of redemption or transfer.

This is not an exhaustive discussion of applicable tax consequences, and
investors may wish to contact their tax advisers concerning investments in the
Portfolios. Dividends paid by each Portfolio may be taxable to investors under
state or local law as dividend income even though all or a portion of the
dividends may be derived from interest on obligations which, if realized
directly, would be exempt from such income taxes. In addition, future
legislative or administrative changes or court decisions may materially affect
the tax consequences of investing in a Portfolio. Shareholders who are non-
resident alien individuals, foreign trusts or estates, foreign corporations or
foreign partnerships may be subject to different U.S. Federal income tax
treatment.

FINANCIAL HIGHLIGHTS

The following financial information shows Strategic Portfolio I's performance
for the periods indicated, has been derived from the financial statements
incorporated by reference into the Statement of Additional Information and has
been audited by the Portfolio's independent accountants, PricewaterhouseCoopers
LLP. Certain information reflects results for a single share. The term "Total
Return" indicates how much your investment would have increased or decreased
during this period of time and assumes reinvestment of all dividends and
distributions. Additional information about the performance of the Portfolio,
including the auditor's reports, is contained in the Portfolio's annual report.
Both the Statement of Additional Information and the annual report may be
obtained from the Fund free of charge by calling the number on the front cover
of this Prospectus. During the period shown, the Portfolio offered one class of
shares to institutional investors.

-14-
<PAGE>

BlackRock Strategic Portfolio I

<TABLE>
<CAPTION>
=========================================================================================
10/6/97 (A)
Year Ended Through
Sept. 30, 1999 Sept. 30, 1998
-------------- --------------
For a share outstanding throughout the period:
- ---------------------------------------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of period $ 10.46 $ 10.00

Net investment income 0.43 0.51

Net realized and unrealized gain (loss) on
investments (0.28) 0.53

Net increase from investment operations 0.15 1.04

Distributions from net investment income (0.43) (0.58)

Distributions from net realized gains (1.67) -

Total dividends and distributions (2.10) (0.58)

Net asset value, end of period $ 8.51 $ 10.46

TOTAL RETURN 1.86% 10.84%

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (in thousands) $ 7,214 $31,654
Ratio of expenses to average net assets 0.31% 0.26%(b)
Ratio of expenses to average net assets (excluding 0.26% 0.26%(b)
interest expense)
Ratio of expenses to average net assets (excluding 0.68% 0.60%(b)
waivers)

Ratio of net investment income to average net assets 4.94% 5.39%(b)
Ratio of net investment income to average net assets 4.57% 5.05%(b)
(excluding waivers)

Portfolio turnover 78% 164%

===========================================================================================
</TABLE>

(a) Commencement of investment operations.

-15-
<PAGE>

(b) Annualized.

The information above represents audited operating performance based on an
average share of common stock outstanding, total investment return, ratios
to average net assets and other supplemental data, for each of the periods
indicated. This information has been determined based upon financial

-16-
<PAGE>

A Statement of Additional Information (SAI) includes additional information
about the Portfolios. Additional information about the Portfolios' investments
is available in the Fund's annual and semi-annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Portfolios'
performance during its last fiscal year. The current SAI and the Fund's annual
and semi-annual reports to shareholders may be obtained free of charge from the
Fund by calling (88) 422-6538. Shareholder inquiries also may be made at this
number. The SAI, as it may be supplemented from time to time, is incorporated by
reference in this Prospectus. Information about the Fund (including the SAI) can
be reviewed and copies at the SEC's Public Reference Room in Washington, D.C.
Information on the operation of the public reference room may be obtained by
calling the SEC at 202-942-8090. Reports and other information about the Fund
are available on the SEC's Internet site at http://www.sec.gov and copies of
this information may be obtained, upon payment of a duplicating fee, by
electronic request at the following E-mail address: [email protected], or by
writing the Commission's Public Reference Section, Washington, D.C. 20549-6009.

Investment Adviser
BlackRock Financial
Management, Inc.
New York, New York

Administrator
BlackRock Advisors, Inc.
New York, New York

Administrator and Transfer Agent
PFPC Inc.
Wilmington, Delaware

Distributor
BlackRock Distributors, Inc.
West Conshochocken, Pennsylvania

Counsel
Simpson Thacher & Bartlett
New York, New York

Independent Accounts
PricewaterhouseCoopers, LLP
Philadelphia, Pennsylvania

Investment Company Act File
No. 811-05742

BlackRock Strategic Portfolio I
BlackRock Strategic Portfolio II

Prospectus

December 6, 1999

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

BLACKROCK STRATEGIC PORTFOLIO I
BLACKROCK STRATEGIC PORTFOLIO II

This Statement of Additional Information provides supplementary information
pertaining to shares representing interests in BlackRock Strategic Portfolio I
and BlackRock Strategic Portfolio II (the "Portfolios") of BlackRock Funds(SM)
(the "Fund"). This Statement of Additional Information is not a prospectus, and
should be read only in conjunction with the Prospectus of the Fund relating to
the Portfolios dated December 6, 1999, as amended from time to time (the
"Prospectus"). The Prospectus may be obtained from the Fund's distributor by
calling toll-free (800) 441-7379. This Statement of Additional Information is
dated December 6, 1999. Capitalized terms used herein and not otherwise defined
have the same meanings as are given to them in the Prospectus.

FINANCIAL STATEMENTS

The audited financial statements for BlackRock Strategic Portfolio I
contained in its Annual Report to Shareholders for the period ended September
30, 1999 (the "1999 Annual Report") are incorporated by reference in this
Statement of Additional Information. No other parts of the 1999 Annual Report
are incorporated by reference herein. The financial statements included in the
1999 Annual Report have been audited by the Fund's independent accountants,
PricewaterhouseCoopers LLP. The report of PricewaterhouseCoopers LLP is
incorporated herein by reference. Such financial statements have been
incorporated herein in reliance upon such report given upon their authority as
experts in accounting and auditing. Additional copies of the Annual Report may
be obtained at no charge by telephoning the Distributor at the telephone number
appearing on the front page of this Statement of Additional Information.

CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
FINANCIAL STATEMENTS ....................................................... 1
THE FUND ................................................................... 3
INVESTMENT OBJECTIVE AND POLICIES .......................................... 3
INVESTMENT RESTRICTIONS .................................................... 26
TRUSTEES AND OFFICERS ...................................................... 28
INVESTMENT ADVISORY, ADMINISTRATION,DISTRIBUTION AND SERVICE
ARRANGEMENTS ............................................................... 32
PORTFOLIO TRANSACTIONS ..................................................... 36
PURCHASE AND REDEMPTION INFORMATION ........................................ 38
VALUATION OF PORTFOLIO SECURITIES .......................................... 39
PERFORMANCE INFORMATION .................................................... 40
TAXES ...................................................................... 44
ADDITIONAL INFORMATION CONCERNING SHARES ................................... 47
</TABLE>
<PAGE>

<TABLE>
<S> <C>
MISCELLANEOUS .............................................................. 48
SHAREHOLDER INQUIRIES ...................................................... 50
APPENDIX A ................................................................. 1
APPENDIX B ................................................................. 1
</TABLE>

No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information or the
Prospectus in connection with the offering made by the Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Fund or its distributor. The Prospectus does not
constitute an offering by the Fund or by the Fund's distributor in any
jurisdiction in which such offering may not lawfully be made.
<PAGE>

THE FUND

The Fund was organized as a Massachusetts business trust on December 22,
1988 and is registered under the Investment Company Act of 1940 (the "1940 Act")
as an open-end management investment company. Effective January 31, 1998, the
Fund changed its name from Compass Capital Funds(SM) to BlackRock Funds(SM).
The Declaration of Trust authorizes the Board of Trustees to classify and
reclassify any unissued shares into one or more classes of shares. Pursuant to
this authority, the Trustees have authorized the issuance of an unlimited number
of shares in 40 investment portfolios, some of which offer multiple classes of
shares to investors. For information concerning these other portfolios, contact
the Distributor at (800) 441-7379.

INVESTMENT OBJECTIVE AND POLICIES

For a description of the objective and policies of the Portfolios, see
"Risk/Return Summary: Investments and Risks" and "Additional Main Strategies"
in the Prospectus. The following information is provided for those investors
desiring information in addition to that contained in the Prospectus.

Portfolio Securities Generally. The investment objective of each of the
Portfolios is to seek to maximize total return through the investment in a
portfolio of investment grade fixed income securities of foreign and U.S.
issuers denominated in foreign currencies, baskets of foreign currencies and the
U.S. dollar. The investment objective may be changed by the Fund's board of
Trustees without shareholder approval.

Under normal market conditions, each Portfolio expects to invest a
significant portion of its assets in securities denominated in foreign
currencies or baskets of foreign currencies. U.S. dollar investments will be
used primarily for hedging purposes, to conform to U.S. tax diversification
regulations, or for temporary defensive purposes. Each Portfolio intends to
hedge its exposure to foreign currencies so that under normal market conditions
no more than 25% of the Portfolio's net assets are exposed to all currencies
other than the U.S. dollar.

The Portfolios intend to invest primarily in obligations of issuers based
in developed countries. Each Portfolio may, however, invest up to a maximum of
20% of its total assets in obligations of issuers based in emerging market
countries, subject to the same credit quality restrictions as other investments.
Neither Portfolio will invest 25% or more of the value of its total assets in
securities issued or guaranteed by any one foreign government.

The Portfolios may invest in the following types of securities, which may
be issued by domestic or foreign entities and denominated in U.S. dollars or
foreign currencies:

. securities issued or guaranteed by the U.S. Government and its
agencies or instrumentalities (U.S. Government Obligations);
<PAGE>

. obligations issued or guaranteed by a foreign government, or any of
its political subdivisions, authorities, agencies or
instrumentalities;

. obligations of international agencies or supranational organizations;

. Brady bonds, which are securities issued when sovereign entities
exchange existing commercial bank loans for new debt through a
restructuring plan introduced by former U.S. Secretary of the
Treasury, Nicholas F. Brady;

. bank obligations, including certificates of deposit, fixed time
deposits, notes and bankers' acceptances;

. corporate debt securities, including convertible securities and
corporate commercial paper;

. preferred stock;

. loan participations;

. repurchase agreements;

. structured securities;

. mortgage-backed and asset-backed securities, which are securities that
are secured or backed by residential or commercial mortgages, as well
as other assets, such as automobile loans and credit card receivables;
and

. obligations issued or guaranteed by a state or local government.

An investment in the Portfolios is not a deposit of PNC Bank, National
Association or any other bank and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.

Ratings of Portfolio Securities. The Portfolios generally will invest in
securities that are rated investment grade (at least BBB/Baa) by at least one
nationally recognized statistical rating organization (NRSRO) or, if unrated by
those rating organizations, will be determined by the Portfolios' adviser to be
of comparable credit quality at the time of investment or will be U.S.
Government Obligations. In the case of short-term investments, the Portfolios'
assets will be rated in the highest rating category by at least one NRSRO or, if
unrated by any NRSRO, will be determined by the adviser to be of comparable
credit quality at the time of investment or will be U.S. Government Obligations.
Securities rated BBB or Baa are generally considered to be investment grade
although they have speculative characteristics. If a security's ratings are
reduced by all rating services below the minimum rating that is permitted for a
Portfolio, the adviser will consider whether the Portfolio should continue to
hold the security.
<PAGE>

Other Main Strategies. The Portfolios may invest in the following types
of securities, which may be issued by domestic or foreign entities and
denominated in U.S. dollars or foreign currencies: securities issued or
guaranteed by the U.S. Government and its agencies or instrumentalities ("U.S.
Government Obligations"); obligations issued or guaranteed by a foreign
government, or any of its political subdivisions, authorities, agencies or
instrumentalities; obligations of international agencies or supranational
organizations; Brady bonds; bank obligations, including certificates of deposit,
fixed time deposits, notes and bankers' acceptances; corporate debt securities,
including convertible securities and corporate commercial paper; preferred
stock; structured notes and loan participations; repurchase agreements;
mortgage-backed and asset-backed securities; and obligations issued or
guaranteed by a state or local government. These securities may be publicly or
privately offered and may have fixed, variable or floating rates of
interest.

All fixed income securities are subject to the risk that as interest rates
increase, the value of the securities decrease, and as interest rates decrease,
the value of the securities increase. Changes in interest rates generally affect
the values of securities with longer maturities more than the values of
securities with shorter maturities.

The Portfolios may buy or sell interest rate futures contracts, options on
interest rate futures contracts, interest rate caps and floors, and options on
fixed income securities, and may enter into interest rate swap transactions.
The Portfolios may also engage in foreign currency exchange transactions by
means of buying or selling foreign currencies on a spot basis, entering into
foreign currency forward contracts and swaps, and buying or selling foreign
currency options, foreign currency futures, and options on foreign currency
futures. These types of securities collectively are often called derivatives.

Investment by the Portfolios in securities of foreign issuers involves
considerations not typically associated with investing in securities of
companies organized and operated in the United States. Because foreign
securities generally are denominated and pay interest in foreign currencies, the
value of a Portfolio will be affected favorably or unfavorably by changes in
currency exchange rates.

A Portfolio's investments in foreign securities may also be adversely
affected by changes in foreign political or social conditions, diplomatic
relations, confiscatory taxation, expropriation, limitations on the removal of
funds or assets, or imposition of (or change in) exchange control regulations.
In addition, changes in government administrations or economic or monetary
policies in the U.S. or abroad could result in appreciation or depreciation of
portfolio securities and could favorably or adversely affect a Portfolio's
operations. In general, less information is publicly available with respect to
foreign issuers than is available with respect to U.S. companies. Most foreign
companies are also not subject to the uniform accounting and financial reporting
requirements applicable to issuers in the United States. While the volume of
transactions in foreign securities markets has increased in recent years, it
remains appreciably below that of the
<PAGE>

U.S. securities markets. Accordingly, a Portfolio's foreign investments may be
less liquid and their prices may be more volatile than comparable investments in
U.S. securities. In addition, there is generally less government supervision and
regulation of securities exchanges, brokers and issuers in foreign countries
than in the United States.

Foreign investments may include: (a) debt obligations issued or guaranteed
by foreign sovereign governments or their agencies, authorities,
instrumentalities or political subdivisions, including a foreign state, province
or municipality; (b) debt obligations of supranational organizations such as the
World Bank, Asian Development Bank, European Investment Bank and European
Economic Community; (c) debt obligations of foreign banks and bank holding
companies; (d) debt obligations of domestic banks and corporations issued in
foreign currencies; (e) debt obligations denominated in baskets of foreign
currencies, such as the European Currency Unit (ECU); and (f) foreign corporate
debt securities and commercial paper. Such securities may include loan
participations and assignments, convertible securities, preferred stock, Brady
bonds and zero-coupon securities.

On January 1, 1999, the European Monetary Union (EMU) implemented a new
currency unit, the Euro, which is expected to reshape financial markets, banking
systems and monetary policies in Europe and other parts of the world. The
countries that initially converted or tied their currencies to the Euro are
Austria, Belgium, France, Germany, Luxembourg, the Netherlands, Ireland,
Finland, Italy, Portugal and Spain. Implementation of this plan means that
financial transactions and market information, including share quotations and
company accounts, in participating countries will be denominated in Euros.
Participating governments will issue their bonds in Euros, and monetary policy
for participating countries will be uniformly managed by a new central bank, the
European Central Bank.

Although it is not possible to predict the impact of the Euro
implementation plan on the Portfolios, the transition to the Euro may change the
economic environment and behavior of investors, particularly in European
markets. For example, investors may begin to view those countries participating
in the EMU as a single entity, and the Adviser may need to adapt its investment
strategy accordingly. The process of implementing the Euro also may adversely
affect financial markets world-wide and may result in changes in the relative
strength and value of the U.S. dollar or other major currencies, as well as
possible adverse tax consequences. The transition to the Euro is likely to have
a significant impact on fiscal and monetary policy in the participating
countries and may produce unpredictable effects on trade and commerce generally.
These resulting uncertainties could create increased volatility in financial
markets world-wide.

Subject to the limitation stated above regarding investments in emerging
market countries, each Portfolio may invest more than 25% of its total assets in
the securities of issuers located in a single country. Investments of 25% or
more of a Portfolio's total assets in a particular country will make the
Portfolio's performance more dependent upon the political and
<PAGE>

economic circumstances of a particular country than a mutual fund that is more
widely diversified among issuers in different countries.

The value of fixed income securities held by the Portfolios can generally
be expected to vary inversely with changes in prevailing interest rates. Fixed
income securities with longer maturities, which tend to produce higher yields,
are subject to potentially greater capital appreciation and depreciation than
securities with shorter maturities. The Portfolios are not restricted to any
maximum or minimum time to maturity in purchasing individual portfolio
securities, and the average maturity of a Portfolio's assets will vary based
upon the Adviser's assessments of economic and market conditions. As stated
above, the Portfolios will seek to maintain a duration within broad, though
specified, limits. A Portfolio's duration is a measure of its price
sensitivity, including expected cash flows and prepayments on its securities
holdings under a wide range of interest rate scenarios. In computing the
duration of a Portfolio, the Adviser will estimate the duration of obligations
that are subject to prepayment or redemption by the issuer taking into account
the influence of interest rates on prepayments and coupon flows. The Adviser may
use various techniques to lengthen or shorten the duration of a Portfolio,
including the acquisition of debt obligations at a premium or discount, interest
rate swaps and interest rate futures and related options. There can be no
assurance that the Adviser's estimation of a Portfolio's duration will be
accurate or that the duration of a Portfolio will always be within the limits
designated above.

Emerging market countries in which the Portfolios may invest are located in
the Asia-Pacific region, Eastern Europe, Latin and South America and Africa.
Political and economic structures in many of such countries may be undergoing
significant evolution and rapid development, and such countries may lack the
social, political and economic stability characteristic of more developed
countries. Some of these countries may have in the past failed to recognize
private property rights and have at times nationalized or expropriated the
assets of private companies. As a result, the risks described above, including
the risks of nationalization or expropriation of assets, may be heightened. In
addition, unanticipated political or social developments may affect the value of
investments in these countries and the availability to the Portfolios of
additional investments in emerging market countries. The small size and
inexperience of the securities markets in certain of these countries and the
limited volume of trading in securities in these countries may make investments
in the countries illiquid and more volatile than investments in Japan or most
Western European countries. There may be little financial or accounting
information available with respect to issuers located in certain emerging
markets countries, and it may be difficult to assess the value or prospects of
an investment in such issuers.

Non-Diversified Status. Each Portfolio is classified as a non-diversified
portfolio under the 1940 Act. Investment returns on a non-diversified portfolio
typically are dependent upon the performance of a smaller number of securities
relative to the number held in a diversified portfolio. Consequently, the
change in value of any one security may affect the overall value of a non-
diversified portfolio more than it would a diversified portfolio. In
conformance with applicable tax requirements each Portfolio will not invest in
securities (except U.S. Government securities within the meaning of the Internal
Revenue Code of 1986) that would cause, at the end of any tax quarter (plus any
additional grace period), more than 5% of its total assets to be
<PAGE>

invested in securities of any one issuer, except that up to 50% of a Portfolio's
total assets may be invested without regard to this limitation so long as no
more than 25% of the Portfolio's total assets are invested in the securities of
any one issuer (except U.S. Government securities as so defined).

The Portfolios are "non-diversified" funds, which allows them to invest
more than 5% of their assets in the obligations of any single issuer, subject
only to certain requirements under tax laws. Because they can concentrate their
investments in the obligations of a smaller number of issuers, the Portfolios
may be more at risk than a more widely diversified fund to any single economic,
political or regulatory event which harms one or more of those issuers.

Geographical Emphasis. Each Portfolio may, from time to time, invest 25%
or more of its total assets in securities whose issuers are located in a single
country, subject to the limitation discussed above prohibiting the Portfolios
from investing more than 20% of their total assets in securities of issuers
based in emerging market countries. These investments would make the Portfolios
more dependent upon the political and economic circumstances of a particular
country than a mutual fund that owns stocks of companies in many countries.

Loan Participations and Other Structured Securities. The Portfolios may
purchase participation interests in debt securities from foreign and domestic
financial institutions. A participation interest gives a Portfolio an undivided
interest in the security in the proportion that the participation interest bears
to the total principal amount of the security. Participation interests may have
fixed, floating or variable rates of interest. The Portfolios intend only to
purchase participations from an entity or syndicate, and do not intend to serve
as co-lenders in any participations. It is possible that a participation
interest might be deemed to be an extension of credit by a Portfolio to the
issuing financial institution that is not a direct interest in the credit of the
obligor of the underlying security and is not directly entitled to the
protection of any collateral security provided by such obligor. In that event,
the ability of the Portfolio to obtain repayment might depend on the issuing
financial institution.

The Portfolios also may purchase other types of structured securities,
including zero coupon bonds, which are normally issued at a significant discount
from face value and do not provide for periodic interest payments, as well as
instruments that have interest rates that reset inversely to changing short-term
rates and/or have imbedded interest rate floors and caps that require the issuer
to pay an adjusted interest rate if market rates fall below or rise above a
specified rate.

In addition, the Portfolios may purchase Treasury receipts and other
"stripped" securities that evidence ownership in either the future interest
payments or the future principal payments on U.S. Government and other
obligations. These securities, which may be issued by the U.S. Government (or a
U.S. Government agency or instrumentality) or by private issuers such as banks
and other institutions, are issued at a discount to their "face value," and may
include stripped mortgage-backed securities ("SMBS"). The Portfolios also may
purchase "stripped" securities that evidence ownership in the future interest
payments or principal payments on obligations of foreign governments.
<PAGE>

Many of the instruments described above represent relatively recent
innovations, and the trading market for these instruments is less developed than
the markets for traditional types of securities. It is uncertain how these
instruments will perform under different economic and interest-rate scenarios.
Because certain of these instruments are leveraged, their market values may be
more volatile than other types of instruments and may present greater potential
for capital gain or loss. On the other hand, the imbedded option features of
certain instruments could limit the amount of appreciation a Portfolio can
realize on its investment, could cause a Portfolio to hold a security it might
otherwise sell or could force the sale of a security at inopportune times or for
prices that do not reflect current market value. The possibility of default by
the issuer or the issuer's credit provider may be greater for these instruments
than for other types of instruments. In some cases it may be difficult to
determine the fair value of a derivative instrument because of a lack of
reliable objective information.

Convertible Securities and Preferred Stock. The Portfolios may, from time
to time, invest in convertible securities. Convertible securities acquired by
the Portfolios may include convertible bonds and convertible preferred stock,
and will be subject to the same rating requirements as a Portfolio's investments
in other fixed income securities. The Portfolios ordinarily will sell units of
common stock received upon conversion. The Portfolios may also purchase non-
convertible preferred stock when deemed to be in furtherance of a Portfolio's
investment objective.

Dollar Roll Transactions. To take advantage of attractive opportunities in
the mortgage market and to enhance current income, each Portfolio may enter into
dollar roll transactions. A dollar roll transaction involves a sale by the
Portfolio of a mortgage-backed or other security concurrently with an agreement
by the Portfolio to repurchase a similar security at a later date at an agreed-
upon price. The securities that are repurchased will bear the same interest rate
and stated maturity as those sold, but pools of mortgages collateralizing those
securities may have different prepayment histories than those sold. During the
period between the sale and repurchase, a Portfolio will not be entitled to
receive interest and principal payments on the securities sold. Proceeds of the
sale will be invested in additional instruments for the Portfolio, and the
income from these investments will generate income for the Portfolio. This use
of dollar rolls may be regarded as leveraging and, therefore, speculative. If
the income earned from the investment of the proceeds of the transaction does
not exceed the income, capital appreciation and gain or loss that would have
been realized on the securities sold as part of the dollar roll, the use of this
technique will diminish the investment performance of a Portfolio compared with
what the performance would have been without the use of dollar rolls. At the
time a Portfolio enters into a dollar roll transaction, it will segregate with
its custodian cash, U.S. Government securities or other liquid assets having a
value equal to the repurchase price (including accrued interest) and will
subsequently monitor the account to ensure that its value is maintained. A
Portfolio's dollar rolls, together with its reverse repurchase agreements and
other borrowings, will not exceed, in the aggregate, 33 1/3% of the value of its
total assets.

Dollar roll transactions involve the risk that the market value of the
securities a Portfolio is required to purchase may decline below the agreed upon
repurchase price of those securities. If the broker/dealer to whom a Portfolio
sells securities becomes insolvent, the Portfolio's right to purchase or
repurchase securities may be restricted. Successful use of mortgage dollar rolls
may

<PAGE>

depend upon the Adviser's ability to correctly predict interest rates and
prepayments. There is no assurance that dollar rolls can be successfully
employed.

Illiquid Securities. Liquidity of a security refers to the ability to
easily dispose of it and the price to be obtained, and does not necessarily
refer to the likelihood of receipt of principal or interest payments. Illiquid
securities may be worth less than comparable, more liquid investments. The
Portfolios intend to acquire securities which may be considered illiquid because
they are not registered under the federal securities laws, contractual
restrictions on transfer apply or they are part of a small issue. The Portfolios
may purchase securities offered in private placements or under Rule 144A of the
Securities Act of 1933, as amended (the Act), which may also be illiquid. If a
security is illiquid, the Portfolios may not be able to dispose of it at the
time or price which it would like.

No Portfolio will invest more than 15% of the value of its net assets in
securities that are illiquid. Instruments that cannot be disposed of within
seven days, and repurchase agreements and time deposits that do not provide for
payment within seven days after notice, without taking a reduced price, are
subject to this 15% limit. Each Portfolio may purchase securities which are not
registered under the Securities Act of 1933 (the "Act") but which can be sold to
"qualified institutional buyers" in accordance with Rule 144A under the Act.
These securities will not be considered illiquid so long as it is determined by
the Adviser that an adequate trading market exists for the securities. This
investment practice could have the effect of increasing the level of illiquidity
in a Portfolio during any period that qualified institutional buyers become
uninterested in purchasing these restricted securities.

Short Sales. The Portfolios may make short sales of securities. A short
sale is a transaction in which a Portfolio sells a security it does not own in
anticipation that the market price of that security will decline. The Portfolios
may make short sales both as a form of hedging to offset potential declines in
long positions in similar securities and in order to maintain portfolio
flexibility. During the period of a short sale, a Portfolio will segregate on a
daily basis cash, U.S. Government securities or other permissible liquid assets
at such a level that (a) the segregated amount will equal the current value of
the security sold short and (b) the segregated amount will not be less than the
market value of the security at the time it was sold short.

Currency Transactions. Under normal conditions, each Portfolio intends to
hedge its exposure to foreign currencies such that no more than 25% of the
Portfolio's net assets are exposed to all currencies other than the U.S. dollar.
For this purpose, assets that are subject to proxy hedging transactions as
described below are considered to be assets that are not exposed to foreign
currencies.

Each Portfolio may enter into spot and forward foreign currency exchange
contracts and currency swaps, and may purchase and sell foreign currency futures
contracts, options on foreign currency futures contracts and exchange traded and
over-the-counter ("OTC") options on currencies to hedge the currency exchange
risk associated with its assets or obligations denominated in foreign currencies
or baskets of foreign currencies. A Portfolio may also engage in proxy hedging
transactions. Proxy hedging entails entering into a forward contract to sell a
currency whose changes in value are generally considered to be linked to a
currency or currencies
<PAGE>

in which some or all of the Portfolio's securities are, or are expected to be,
denominated, and to buy U.S. dollars. There is the risk that the perceived
linkage between various currencies may not be present or may not be present
during the particular time that a Portfolio is engaging in proxy hedging. Each
Portfolio may also cross-hedge currencies by entering into forward contracts to
sell one or more currencies that are expected to decline in value relative to
other currencies to which the Portfolio has or in which the Portfolio expects to
have portfolio exposure.

In addition, subject to the limitation on foreign currency exposure stated
above, each Portfolio may enter into currency transactions to seek to increase
total return when the Advisor believes the transactions are in furtherance of a
Portfolio's investment objective. In connection with their currency
transactions, the Portfolios will segregate cash, U.S. Government securities or
other liquid assets, or will otherwise cover their position in accordance with
the applicable requirements of the SEC.

In general, currency transactions are subject to risks different from those
of other portfolio transactions, and can result in greater losses to a Portfolio
than would otherwise be incurred, even when the currency transactions are used
for hedging purposes.

The Portfolios may engage in currency transactions with counterparties in
order to hedge the value of portfolio holdings denominated in particular
currencies against fluctuations in relative value or to enhance potential gain.
Currency transactions include spot and forward currency contracts, exchange
listed currency futures, exchange listed and OTC options on currencies, and
currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. Currency swaps usually involve the delivery of the entire principal
value of one designated currency in exchange for the other designated currency.
Because currency swaps usually involve the delivery of the entire principal
value of one designated currency in exchange for the other designated currency,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations. A
Portfolio may enter into over-the-counter currency transactions with
counterparties which have received, combined with any credit enhancements, a
long-term debt rating of "A" by S&P or Moody's, respectively, or that have an
equivalent rating from a nationally recognized statistical rating organization
("NRSRO") or (except for OTC currency options) whose obligations are determined
to be of equivalent credit quality by BlackRock Financial Management, Inc.
("BlackRock" or the "Adviser").

A Portfolio may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
in relation to other currencies to which the Portfolio has or in which the
Portfolio expects to have exposure. For example, a Portfolio may hold both
French government bonds and German government bonds, and the Adviser may believe
that French francs will deteriorate against German marks. The Portfolio would
sell French francs to reduce its exposure to that currency and buy German marks.
This strategy would be a hedge against a decline in the value of French francs,
although it would expose the Portfolio to declines in the value of the German
mark relative to the U.S. dollar.
<PAGE>

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Portfolios may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the
Portfolio is exposed is difficult to hedge or to hedge against the dollar.
Proxy hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or
currencies in which certain of the Portfolio's securities are or are expected to
be denominated, and to buy U.S. dollars. Proxy hedging involves some of the
same risks and considerations as other transactions with similar instruments.
Currency transactions can result in losses to the Portfolio if the currency
being hedged fluctuates in value to a degree or in a direction that is not
anticipated. Further, there is the risk that the perceived linkage between
various currencies may not be present or may not be present during the
particular time that the Portfolio is engaging in proxy hedging. Whenever a
Portfolio enters into a currency hedging transaction, the Portfolio will comply
with the asset segregation requirements of the SEC.

Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Portfolio
if it is unable to deliver or receive currency or funds in settlement of
obligations, and could also cause hedges it has entered into to be rendered
useless, resulting in full currency exposure as well as incurring transaction
costs. Buyers and sellers of currency futures are subject to the same risks
that apply to the use of futures generally. Further, settlement of a currency
futures contract for the purchase of most currencies must occur at an
institution based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.

Repurchase Agreements. Each Portfolio may agree to purchase debt
securities from financial institutions subject to the seller's agreement to
repurchase such securities at an agreed upon time and price ("repurchase
agreements"). Repurchase agreements are, in substance, loans. Default by or
bankruptcy of a seller would expose a Portfolio to possible loss because of
adverse market action, expenses and/or delays in connection with the disposition
of the underlying obligations.

The repurchase price under the repurchase agreements generally equals the
price paid by a Portfolio involved plus interest negotiated on the basis of
current short-term rates (which may be more or less than the rate on securities
underlying the repurchase agreement). The financial institutions with which a
Portfolio may enter into repurchase agreements will be banks and non-bank
dealers of U.S. Government securities that are listed on the Federal Reserve
Bank of New York's list of reporting dealers, if such banks and non-bank dealers
are deemed creditworthy by the Adviser. The Adviser will continue to monitor
creditworthiness of the seller under a repurchase agreement, and will require
the seller to maintain during the term of the agreement the value of the
securities subject to the agreement at not less than the repurchase price
(including accrued interest). In addition, the Adviser will require that the
value of this collateral, after
<PAGE>

transaction costs (including loss of interest) reasonably expected to be
incurred on a default, be equal to or greater than the repurchase price
(including accrued premium provided in the repurchase agreement). The accrued
premium is the amount specified in the repurchase agreement or the daily
amortization of the difference between the purchase price and the repurchase
price specified in the repurchase agreement. The Adviser will mark-to-market
daily the value of the securities. Securities subject to repurchase agreements
will be held by the Portfolios' custodian (or sub-custodian) in the Federal
Reserve/Treasury book-entry system or by another authorized securities
depository. Repurchase agreements are considered to be loans by the Portfolios
under the 1940 Act.

The use of repurchase agreements involves certain risks. For example, if
the seller of securities under a repurchase agreement defaults on its obligation
to repurchase the underlying securities, as a result of its bankruptcy or
otherwise, the Portfolio will seek to dispose of such securities, which action
could involve costs or delays. If the seller becomes insolvent and subject to
liquidation or reorganization under applicable bankruptcy or other laws, a
Portfolio's ability to dispose of the underlying securities may be restricted.
Finally, it is possible that a Portfolio may not be able to substantiate its
interest in the underlying securities. To minimize this risk, the securities
underlying the repurchase agreement will be held by the custodian at all times
in an amount at least equal to the repurchase price, including accrued interest.
If the seller fails to repurchase the securities, a Portfolio may suffer a loss
to the extent proceeds from the sale of the underlying securities are less than
the repurchase price.

Reverse Repurchase Agreements and Other Borrowings. Each Portfolio is
authorized to borrow money. If the securities held by a Portfolio should decline
in value while borrowings are outstanding, the net asset value of the
Portfolio's outstanding shares will decline in value by proportionately more
than the decline in value suffered by the Portfolio's securities.

Each Portfolio may invest in reverse repurchase agreements. Reverse
repurchase agreements involve the sale of securities held by a Portfolio
pursuant to a Portfolio's agreement to repurchase the securities at an agreed
upon price, date and interest rate. Such agreements are considered to be
borrowings under the 1940 Act. While reverse repurchase transactions are
outstanding, a Portfolio will segregate cash, U.S. Government securities or
other liquid assets in an amount at least equal to the repurchase price.
Borrowings may be made through reverse repurchase agreements under which a
Portfolio sells portfolio securities to financial institutions such as banks and
broker-dealers and agrees to repurchase them at a particular date and price. The
Portfolios may use proceeds of reverse repurchase agreements to purchase other
securities either maturing, or under an agreement to resell, on a date
simultaneous with or prior to the expiration of the reverse repurchase
agreement. The Portfolios may use reverse repurchase agreements when it is
anticipated that the interest income to be earned from the investment of the
proceeds of the transaction is greater than the interest expense of the
transaction. This use of reverse repurchase agreements may be regarded as
leveraging and, therefore, speculative. Re verse repurchase agreements involve
the risks that the interest income earned in the investment of the proceeds will
be less than the interest expense, that the market value of the securities sold
by a Portfolio may decline below the price of the securities the Portfolio is
obligated to repurchase and that the securities may not be returned to the
Portfolio. During the time a reverse repurchase agreement is outstanding, a
Portfolio will segregate cash, U.S. Government or other
<PAGE>

appropriate liquid assets having a value at least equal to the repurchase price.
A Portfolio's reverse repurchase agreements, together with any other borrowings,
will not exceed, in the aggregate, 33 1/3% of the value of its total assets. In
addition, a Portfolio may borrow up to an additional 5% of its total assets for
temporary purposes.

The use of these techniques to borrow money may be regarded as leveraging
and, therefore, speculative. In these transactions, there is a risk that the
interest income earned on the proceeds of the transaction will be less than the
income, capital appreciation and gain or loss that would have been realized on
the securities sold as part of the transaction.

Variable and Floating Rate Instruments. With respect to purchasable
variable and floating rate instruments, the Adviser will consider the earning
power, cash flows and liquidity ratios of the issuers and guarantors of such
instruments and, if the instruments are subject to a demand feature, will
monitor their financial status to meet payment on demand. Such instruments may
include variable amount master demand notes that permit the indebtedness
thereunder to vary in addition to providing for periodic adjustments in the
interest rate. The absence of an active secondary market with respect to
particular variable and floating rate instruments could make it difficult for a
Portfolio to dispose of a variable or floating rate note if the issuer defaulted
on its payment obligation or during periods that the Portfolio is not entitled
to exercise its demand rights, and the Portfolio could, for these or other
reasons, suffer a loss with respect to such instruments.

Money Market Obligations of Domestic Banks, Foreign Banks and Foreign
Branches of U.S. Banks. Each Portfolio may purchase bank obligations, such as
certificates of deposit, bankers' acceptances and time deposits, including
instruments issued or supported by the credit of U.S. or foreign banks or
savings institutions having total assets at the time of purchase in excess of $1
billion. The assets of a bank or savings institution will be deemed to include
the assets of its domestic and foreign branches for purposes of each Portfolio's
investment policies. Investments in short-term bank obligations may include
obligations of foreign banks and domestic branches of foreign banks, and also
foreign branches of domestic banks.

Corporate and Bank Obligations. The Portfolios may invest in debt
obligations of do mestic or foreign corporations and banks. Bank obligations
may include certificates of deposit, notes, bankers' acceptances and fixed time
deposits. These obligations may be general obligations of the parent bank or
may be limited to the issuing branch or subsidiary by the terms of a specific
obligation or by government regulation. The Portfolios may also make interest-
bearing savings deposits in commercial and savings banks in amounts not in
excess of 5% of their respective total assets.

Mortgage Related and Asset-Backed Securities. The Portfolios may purchase
securities that are secured or backed by residential or commercial mortgages as
well as other assets (e.g., automobile loans and credit card receivables).
Issuers of these mortgage-related and asset-backed securities include both
governmental and private issuers. Mortgage-related securities include, but are
not limited to, guaranteed mortgage pass-through certificates, which provide the
holder with a pro rata interest in the underlying mortgages, and collateralized
mortgage obligations ("CMOs"), which provide the holder with a specified
interest in

<PAGE>

the cash flow of a pool of underlying mortgages or other mortgage-related
securities. Issuers of CMOs ordinarily elect to be taxed as pass-through
entities known as real estate mortgage investment conduits ("REMICs"). CMOs are
issued in multiple classes with different relative payment rights, and each with
a specified fixed or floating interest rate and a final distribution date.

The yield and maturity characteristics of mortgage-related and other
asset-backed securities differ from traditional debt securities. A major
difference is that the principal amount of the obligations normally may be
prepaid by the issuer at any time because the underlying assets (i.e., loans)
generally may be prepaid by the borrowers at any time. In periods of falling
interest rates, the rate of prepayments tends to increase, and in periods of
rising interest rates, prepayments tend to slow. Because of these and other
reasons, an asset-backed security's total return and maturity may be difficult
to predict precisely, and a change in the rate of expected prepayments may
result in a loss to a Portfolio on its investment.

The Portfolio may from time to time purchase in the secondary market
certain mortgage pass-through securities packaged and master serviced by PNC
Mortgage Securities Corp. ("PNC Mortgage") or Midland Loan Services, Inc.
("Midland")(or Sears Mortgage if PNC Mortgage succeeded to rights and duties of
Sears Mortgage) or mortgage-related securities containing loans or mortgages
originated by PNC Bank or its affiliates. It is possible that under some
circumstances, PNC Mortgage, Midland or their affiliates could have interests
that are in conflict with the holders of these mortgage-backed securities, and
such holders could have rights against PNC Mortgage, Midland or their
affiliates.

Mortgage-Related Securities. There are a number of important differences
among the agencies and instrumentalities of the U.S. Government that issue
mortgage-related securities and among the securities that they issue. Mortgage-
related securities guaranteed by the Government National Mortgage Association
("GNMA") include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and such guarantee is backed by the full faith and credit of the United
States. GNMA is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make payments under
its guarantee. Mortgage-related securities issued by the Federal National
Mortgage Association ("FNMA") include FNMA guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes") which are solely the obligations of
the FNMA, are not backed by or entitled to the full faith and credit of the
United States and are supported by the right of the issuer to borrow from the
Treasury. FNMA is a government-sponsored organization owned entirely by private
stockholders. Fannie Maes are guaranteed as to timely payment of principal and
interest by FNMA. Mortgage-related securities issued by the Federal Home Loan
Mortgage Corporation ("FHLMC") include FHLMC Mortgage Participation Certificates
(also known as "Freddie Macs" or "Pcs"). FHLMC is a corporate instrumentality
of the United States, created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not guaranteed by the
United States or by any Federal Home Loan Banks and do not constitute a debt or
obligation of the United States or of any Federal Home Loan Bank. Freddie Macs
entitle the holder to timely payment of
<PAGE>

interest, which is guaranteed by the FHLMC. FHLMC guarantees either ultimate
collection or timely payment of all principal payments on the underlying
mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC
may remit the amount due on account of its guarantee of ultimate payment of
principal at any time after default on an underlying mortgage, but in no event
later than one year after it becomes payable.

The Portfolios may invest in multiple class pass-through securities,
including collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduit ("REMIC") pass-through or participation certificates ("REMIC
Certificates"). These multiple class securities may be issued by U.S.
Government agencies or instrumentalities, including FNMA and FHLMC, or by trusts
formed by private originators of, or investors in, mortgage loans. In general,
CMOs and REMICs are debt obligations of a legal entity that are collateralized
by, and multiple class pass-through securities represent direct ownership
interests in, a pool of residential or commercial mortgage loans or mortgage
pass-through securities (the "Mortgage Assets"), the payments on which are used
to make payments on the CMOs or multiple pass-through securities. Investors may
purchase beneficial interests in CMOs and REMICs, which are known as "regular"
interests or "residual" interests. The Portfolios do not intend to purchase
residual interests. The markets for CMOs and REMICs may be more illiquid than
those of other securities.

Each class of CMOs or REMIC Certificates, often referred to as a "tranche,"
is issued at a specific adjustable or fixed interest rate and must be fully
retired no later than its final distribution date. Principal prepayments on the
Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all
of the classes of CMOs or REMIC Certificates to be retired substantially earlier
than their final distribution dates. Generally, interest is paid or accrues on
all classes of CMOs or REMIC Certificates on a monthly basis.

The principal of and interest on the Mortgage Assets may be allocated among
the several classes of CMOs or REMIC Certificates in various ways. In certain
structures (known as "sequential pay" CMOs or REMIC Certificates), payments of
principal, including any principal prepayments, on the Mortgage Assets generally
are applied to the classes of CMOs or REMIC Certificates in the order of their
respective final distribution dates. Thus no payment of principal will be made
on any class of sequential pay CMOs or REMIC Certificates until all other
classes having an earlier final distribution date have been paid in full.

Additional structures of CMOs or REMIC Certificates include, among others,
"parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the Mortgage Assets to two or more classes concurrently on a
proportionate or disproportionate basis. These simultaneous payments are taken
into account in calculating the final distribution date of each class.

A wide variety of REMIC Certificates may be issued in the parallel pay or
sequential pay structures. These securities include accrual certificates (also
known as "Z-Bonds"), which only accrue interest at a specified rate until all
other certificates having an earlier final
<PAGE>

distribution date have been retired and are converted thereafter to an interest-
paying security, and planned amortization class ("PAC") certificates, which are
parallel pay REMIC Certificates which generally require that specified amounts
of principal be applied on each payment date to one or more classes of REMIC
Certificates (the "PAC Certificates"), even though all other principal payments
and prepayments of the Mortgage Assets are then required to be applied to one or
more other classes of the Certificates. The scheduled principal payments for the
PAC Certificates generally have the highest priority on each payment date after
interest due has been paid to all classes entitled to receive interest
currently. Shortfalls, if any, are added to the amount payable on the next
payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to create
PAC tranches, one or more tranches generally must be created that absorb most of
the volatility in the underlying Mortgage Assets. These tranches tend to have
market prices and yields that are much more volatile than the PAC classes.

FNMA REMIC Certificates are issued and guaranteed as to timely distribution
of principal and interest by FNMA. In addition, FNMA will be obligated to
distribute on a timely basis to holders of FNMA REMIC Certificates required
installments of principal and interest and to distribute the principal balance
of each class of REMIC Certificates in full, whether or not sufficient funds are
otherwise available.

For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of
interest, and also guarantees the ultimate payment of principal as payments are
required to be made on the underlying Pcs. Pcs represent undivided interests in
specified level payment, residential mortgages or participation therein
purchased by FHLMC and placed in a Pc pool. With respect to principal payments
on Pcs, FHLMC generally guarantees ultimate collection of all principal of the
related mortgage loans without offset or deduction. FHLMC also guarantees
timely payment of principal on certain Pcs, referred to as "Gold Pcs."

The average life of a mortgage-related instrument, in particular, is likely
to be substantially less than the original maturity of the mortgage pools
underlying the securities as the result of scheduled principal payments and
mortgage prepayments.

Asset-Backed Securities. Asset-backed securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in an underlying pool of assets, or as debt instruments, which are
also known as collateralized obligations, and are generally issued as the debt
of a special purpose entity organized solely for the purpose of owning such
assets and issuing such debt. Asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties.

The yield characteristics of asset-backed securities differ from
traditional debt securities. A major difference is that the principal amount of
the obligations may be prepaid at any time because the underlying assets (i.e.,
----
loans) generally may be prepaid at any time. As a result, if an asset-backed
security is purchased at a premium, a prepayment rate that is faster than
expected may reduce yield to maturity, while a prepayment rate that is slower
than expected may have the opposite effect of increasing yield to maturity.
Conversely, if an asset-backed security is purchased at a discount, faster than
expected prepayments may increase, while slower than
<PAGE>

expected prepayments may decrease, yield to maturity. The relationship between
prepayments and interest rates may give some high-yielding asset-backed
securities less potential for growth in value than conventional bonds with
comparable maturities.

In general, the collateral supporting non-mortgage asset-backed securities
is of shorter maturity than mortgage-related securities. Like other fixed-
income securities, when interest rates rise the value of an asset-backed
security generally will decline; however, when interest rates decline, the value
of an asset-backed security with prepayment features may not increase as much as
that of other fixed-income securities.

Non-mortgage asset-backed securities may present certain risks that are not
presented by mortgage-related securities. Primarily, these securities do not
have the benefit of the same security interest in the underlying collateral.
For example, credit card receivables are generally unsecured and the debtors are
entitled to the protection of a number of state and Federal consumer credit
laws. In addition, the trustee for the holders of the automobile receivables
may not have an effective security interest in all of the obligations backing
such receivables.

Certain asset-backed securities are based on loans that are unsecured,
which means that there is no collateral to seize if the underlying borrower
defaults. Other asset-backed securities may not have the benefit of as much
collateral as mortgage-backed securities.

U.S. Government Obligations. Treasury obligations differ only in their
interest rates, maturities and times of issuance. Obligations of certain
agencies and instrumentalities of the U.S. Government such as the Government
National Mortgage Association ("GNMA") are supported by the United States' full
faith and credit; others such as those of the Federal National Mortgage
Association ("FNMA") and the Student Loan Marketing Association are supported by
the right of the issuer to borrow from the Treasury; others such as those of the
Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation
("FHLMC") are supported only by the credit of the instrumentality. No assurance
can be given that the U.S. Government will provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law.

Examples of the types of U.S. Government obligations which the Portfolios
may hold include U.S. Treasury bills, Treasury instruments and Treasury bonds
and the obligations of Federal Home Loan Banks, Federal Farm Credit Banks,
Federal Land Banks, the Federal Housing Administration, the Farmers Home
Administration, the Export-Import Bank of the United States, the Small Business
Administration, FNMA, GNMA, the General Services Administration, the Student
Loan Marketing Association, the Central Bank for Cooperatives, FHLMC, the
Federal Intermediate Credit Banks, the Maritime Administration, the
International Bank for Reconstruction and Development (the "World Bank"), the
Asian-American Development Bank and the Inter-American Development Bank.

Supranational Organization Obligations. The Portfolios may purchase debt
securities of supranational organizations such as the European Coal and Steel
Community, the European Economic Community and the World Bank, which are charted
to promote economic development.
<PAGE>

Municipal Obligations. When deemed advisable by the Adviser, the
Portfolios may invest in obligations issued by a state or local government
("Municipal Obligations"). The two principal classifications of Municipal
Obligations are "general obligation" securities and "revenue" securities.
General obligation securities are secured by the issuer's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Revenue securities include private activity bonds
which are not payable from the unrestricted revenues of the issuer.

Consequently, the credit quality of private activity bonds is usually
directly related to the credit standing of the corporate user of the facility
involved. Municipal Obligations may also include "moral obligation" bonds,
which are normally issued by special purpose public authorities. If the issuer
of moral obligation bonds is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.

The Portfolios may hold participation certificates in a lease, an
installment purchase contract, or a conditional sales contract ("lease
obligations") entered into by a state or political subdivision to finance the
acquisition or construction of equipment, land or facilities. Dividends paid by
the Portfolios that are derived from income earned on Municipal Obligations will
not be tax-exempt. In determining whether a lease obligation is liquid, the
Adviser will consider, among other factors, the following: (i) whether the lease
can be cancelled; (ii) the degree of assurance that assets represented by the
lease could be sold; (iii) the strength of the lessee's general credit (e.g.,
its debt, administrative, economic, and financial characteristics); (iv) the
likelihood that the municipality would discontinue appropriating funding for the
leased property because the property is no longer deemed essential to the
operations of the municipality (e.g., the potential for an "event of
nonappropriation"); (v) legal recourse in the event of failure to appropriate;
(vi) whether the security is backed by a credit enhancement such as insurance;
and (vii) any limitations which are imposed on the lease obligor's ability to
utilize substitute property or services other than those covered by the lease
obligation.

Municipal leases, like other municipal debt obligations, are subject to the
risk of non-payment. The ability of issuers of municipal leases to make timely
lease payments may be adversely impacted in general economic downturns and as
relative governmental cost burdens are allocated and reallocated among federal,
state and local governmental units. Such non-payment would result in a
reduction of income to a Portfolio, and could result in a reduction in the value
of the municipal lease experiencing non-payment and a potential decrease in the
net asset value of the Portfolio. Issuers of municipal securities might seek
protection under the bankruptcy laws. In the event of bankruptcy of such an
issuer, a Portfolio could experience delays and limitations with respect to the
collection of principal and interest on such municipal leases and a Portfolio
may not, in all circumstances, be able to collect all principal and interest to
which it is entitled. To enforce its rights in the event of a default in lease
payments, a Portfolio may take possession of and manage the assets securing the
issuer's obligations on such securities, which may increase
<PAGE>

a Portfolio's operating expenses and adversely affect the net asset value of the
Portfolio. When the lease contains a non-appropriation clause, however, the
failure to pay would not be a default and the Portfolio would not have the right
to take possession of the assets. In addition, a Portfolio's intention to
qualify as a "regulated investment company" under the Internal Revenue Code of
1986, as amended, may limit the extent to which a Portfolio may exercise its
rights by taking possession of such assets, because as a regulated investment
company a Portfolio is subject to certain limitations on its investments and on
the nature of its income.

Commercial Paper. The Portfolios may purchase commercial paper rated in
one of the highest rating categories of an NRSRO. These ratings symbols are
described in Appendix A.

Commercial paper purchasable by each Portfolio includes "Section 4(2)
paper," a term that includes debt obligations issued in reliance on the "private
placement" exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Section 4(2) paper is restricted as to disposition
under the Federal securities laws, and is frequently sold (and resold) to
institutional investors such as the Portfolios through or with the assistance of
investment dealers who make a market in the Section 4(2) paper, thereby
providing liquidity. Certain transactions in Section 4(2) paper may qualify for
the registration exemption provided in Rule 144A under the Securities Act of
1933.

Investment Grade Debt Obligations. The Portfolios invest in "investment
grade securities," which are securities rated in the four highest rating
categories of an NRSRO. It should be noted that debt obligations rated in the
lowest of the top four ratings (i.e., "Baa" by Moody's or "BBB" by S&P) are
considered to have some speculative characteristics and are more sensitive to
economic change than higher rated securities. See Appendix A to this Statement
of Additional Information for a description of applicable securities
ratings.

Brady Bonds. Each of the Portfolios may invest in Brady Bonds. Brady
Bonds are securities created through the exchange of existing commercial bank
loans to sovereign entities for new obligations in connection with debt
restructuring under a debt restructuring plan introduced by former U.S.
Secretary of the Treasury, Nicholas F. Brady. Brady Bonds may be collateralized
or uncollateralized, are issued in various currencies (but primarily the U.S.
dollar), and are actively traded in the over-the-counter secondary market.
Brady Bonds are not considered to be U.S. Government obligations. There can be
no assurance that Brady Bonds acquired by a Portfolio will not be subject to
restructuring arrangements or to requests for new credit, which may cause the
Portfolio to suffer a loss of interest or principal on any of its holdings.

When-Issued Purchases and Forward Commitments. The Portfolios may enter
into "when-issued" and "forward" commitments, including "TBA" (to be announced)
purchase commitments, to purchase or sell securities at a fixed price at a
future date. These transactions involve a commitment by a Portfolio to purchase
or sell particular securities with payment and delivery taking place at a future
date (perhaps one or two months later), and permit a Portfolio to lock in a
price or yield on a security that it owns or intends to purchase,
<PAGE>

regardless of future changes in interest rates or market action. When-issued and
forward commitment transactions involve the risk, however, that the price or
yield obtained in a transaction may be less favorable than the price or yield
available in the market when the securities delivery takes place. Each
Portfolio's when-issued purchases and forward commitments may exceed 25% of the
value of its total assets.

When a Portfolio agrees to purchase securities on a when-issued or forward
commitment basis, the custodian will set aside liquid assets equal to the amount
of the commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy a purchase commitment, and in such a case the
Portfolio may be required subsequently to place additional assets in the
separate account in order to ensure that the value of the account remains equal
to the amount of the Portfolio commitments. It may be expected that the market
value of the Portfolios' net assets will fluctuate to a greater degree when it
sets aside portfolio securities to cover such purchase commitments than when it
sets aside cash. A Portfolio's liquidity and ability to manage its portfolio
might be affected when it sets aside cash or portfolio securities to cover such
purchase commitments.

If deemed advisable as a matter of investment strategy, a Portfolio may
dispose of or renegotiate a commitment after it has been entered into, and may
sell securities it has committed to purchase before those securities are
delivered to the Portfolio on the settlement date. In these cases the Portfolio
may realize a taxable capital gain or loss.

When a Portfolio engages in when-issued, TBA and forward commitment
transactions, it relies on the other party to consummate the trade. Failure of
such party to do so may result in the Portfolio's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.

The market value of the securities underlying a commitment to purchase
securities, and any subsequent fluctuations in their market value, is taken into
account when determining the market value of a Portfolio starting on the day the
Portfolio agrees to purchase the securities. The Portfolio does not earn
interest on the securities it has committed to purchase until they are paid for
and delivered on the settlement date.

Options and Futures Contracts. Each Portfolio may write (i.e. sell)
covered call options, buy put options, buy call options and write secured put
options for the purpose of hedging or cross-hedging, or for the purpose of
earning additional income which may be deemed speculative. For the payment of a
premium, the purchaser of an option obtains the right to buy (in the case of a
call option) or to sell (in the case of a put option) the item which is the
subject of the option at a stated exercise price for a specific period of time.
These options may relate to particular securities, financial instruments,
foreign currencies, securities indices or the yield differential between two
securities, and may or may not be listed on a securities exchange and may or may
not be issued by the Options Clearing Corporation. Options trading is a highly
specialized activity that entails greater than ordinary investment risks. In
addition, unlisted options are not subject to the protections afforded
purchasers of listed options issued by the Options Clearing Corporation, which
performs the obligations of its members if they default.
<PAGE>

Options trading is a highly specialized activity which entails greater than
ordinary investment risks. Options on particular securities may be more
volatile than the underlying securities, and therefore, on a percentage basis,
an investment in the underlying securities themselves. A Portfolio will write
call options only if they are "covered." In the case of a call option on a
security, the option is "covered" if a Portfolio owns the security underlying
the call or has an absolute and immediate right to acquire that security without
additional cash consideration (or, if additional cash consideration is required,
liquid assets in such amount are segregated by its custodian) upon conversion or
exchange of other securities held by it. For a call option on an index, the
option is covered if a Portfolio maintains with its custodian liquid assets
equal to the contract value. A call option is also covered if a Portfolio holds
a call on the same security or index as the call written where the exercise
price of the call held is (i) equal to or less than the exercise price of the
call written, or (ii) greater than the exercise price of the call written
provided the Portfolio segregates liquid assets in the amount of the
difference.

When a Portfolio purchases a put option, the premium paid by it is recorded
as an asset of the Portfolio. When a Portfolio writes an option, an amount
equal to the net premium (the premium less the commission) received by the
Portfolio is included in the liability section of the Portfolio's statement of
assets and liabilities as a deferred credit. The amount of this asset or
deferred credit will be subsequently marked-to-market to reflect the current
value of the option purchased or written. The current value of the traded
option is the last sale price or, in the absence of a sale, the mean between the
last bid and asked prices. If an option purchased by a Portfolio expires
unexercised the Portfolio realizes a loss equal to the premium paid. If the
Portfolio enters into a closing sale transaction on an option purchased by it,
the Portfolio will realize a gain if the premium received by the Portfolio on
the closing transaction is more than the premium paid to purchase the option, or
a loss if it is less. If an option written by a Portfolio expires on the
stipulated expiration date or if the Portfolio enters into a closing purchase
transaction, it will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the net premium received when the option is sold) and the
deferred credit related to such option will be eliminated. If an option written
by a Portfolio is exercised, the proceeds of the sale will be increased by the
net premium originally received and the Portfolio will realize a gain or loss.

There are several risks associated with transactions in options on
securities and indexes. For example, there are significant differences between
the securities (or currencies) and options markets that could result in an
imperfect correlation between these markets, causing a given transaction not to
achieve its objectives. In addition, a liquid secondary market for particular
options, whether traded over-the-counter or on a national securities exchange
("Exchange"), may be absent for reasons which include the following: there may
be insufficient trading interest in certain options; restrictions may be imposed
by an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities; unusual or
unforeseen circumstances may interrupt normal operations on an Exchange; the
facilities of an Exchange or the Options Clearing Corporation may not at all
times be adequate to handle current trading volume; or one or more Exchanges
could, for economic or other reasons, decide or be compelled at some future date
to discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that Exchange
<PAGE>

(or in that class or series of options) would cease to exist, although
outstanding options that had been issued by the Options Clearing Corporation as
a result of trades on that Exchange would continue to be exercisable in
accordance with their terms.

To the extent consistent with its investment objective, each Portfolio may
also invest in futures contracts and options on futures contracts. Futures
contracts obligate a Portfolio, at maturity, to take or make delivery of certain
securities, the cash value of a securities index or a stated quantity of a
foreign currency. A Portfolio may sell a futures contract in order to offset an
expected decrease in the value of its portfolio positions that might otherwise
result from a market decline or currency exchange fluctuation. A Portfolio may
do so either to hedge the value of its securities portfolio as a whole, or to
protect against declines occurring prior to sales of securities in the value of
the securities to be sold. In addition, a Portfolio may utilize futures
contracts in anticipation of changes in the composition of its holdings or in
currency exchange rates.

A Portfolio may purchase and sell call and put options on futures contracts
traded on an exchange or board of trade. When a Portfolio purchases an option
on a futures contract, it has the right to assume a position as a purchaser or a
seller of a futures contract at a specified exercise price during the option
period. When a Portfolio sells an option on a futures contract, it becomes
obligated to sell or buy a futures contract if the option is exercised. In
connection with a Portfolio's position in a futures contract or related option,
the Portfolio will segregate liquid assets or will otherwise cover its position
in accordance with applicable SEC requirements.

The primary risks associated with the use of futures contracts and options
are (a) the imperfect correlation between the change in market value of the
instruments held by a Portfolio and the price of the futures contract or option;
(b) possible lack of a liquid secondary market for a futures contract and the
resulting inability to close a futures contract when desired; (c) losses caused
by unanticipated market movements, which are potentially unlimited; (d) the
Adviser's inability to predict correctly the direction of securities prices,
interest rates, currency exchange rates and other economic factors; and (e) the
possibility that the counterparty will default in the performance of its
obligations. For further discussion of risks involved with domestic and foreign
futures and options, see Appendix B in the Statement of Additional Information.

The Portfolios intend to comply with the regulations of the Commodity
Futures Trading Commission ("CFTC") exempting the Portfolios from registration
as a "commodity pool operator." Consistent with those regulations, the value of
a Portfolio's contracts may equal or exceed 100% of its total assets; however, a
Portfolio will not purchase or sell a futures contract unless immediately
afterwards the aggregate amount of margin deposits on its existing futures
positions plus the amount of premiums paid for related futures options entered
into for other than bona fide hedging purposes is 5% or less of its net
assets.

The Portfolios' use of derivatives and currency transactions may reduce
returns and/or increase volatility.

These instruments are further described in Appendix B to this Statement of
Additional Information.
<PAGE>

Securities Lending. A Portfolio may seek additional income by lending
securities on a short-term basis. The securities lending agreements will
require that the loans be secured by collateral in cash, U.S. Government
securities or irrevocable bank letters of credit maintained on a current basis
equal in value to at least the market value of the loaned securities. A
Portfolio may not make such loans in excess of 33 1/3% of the value of its total
assets. Securities loans involve risks of delay in receiving additional
collateral or in recovering the loaned securities, or possibly loss of rights in
the collateral if the borrower of the securities becomes insolvent.

A Portfolio would continue to accrue interest on loaned securities and
would also earn income on investment collateral for such loans. Any cash
collateral received by a Portfolio in connection with such loans may be invested
in a broad range of high quality, U.S. dollar-denominated money market
instruments that meet Rule 2a-7 restrictions for money market funds.
Specifically, cash collateral may be invested in any of the following
instruments: (a) securities issued or guaranteed as to principal and interest by
the U.S. Government or by its agencies or instrumentalities and related
custodial receipts; (b) "first tier" quality commercial paper and other
obligations issued or guaranteed by U.S. and foreign corporations and other
issuers rated (at the time of purchase) in the highest rating category by at
least two NRSRO's, or one if only rated by one NRSRO; (c) U.S. dollar-
denominated obligations issued or supported by the credit of U.S. or foreign
banks or savings institutions with total assets in excess of $1 billion
(including obligations of foreign branches of such banks) (i.e. CD's, BA's and
time deposits); (d) repurchase agreements relating to the above instruments, as
well as corporate debt; and (e) unaffiliated money market funds. Any such
investments must be rated "first tier" and must have a maturity of 397 days or
less from the date of purchase.

Yields and Ratings. The yields on certain obligations are dependent on a
variety of factors, including general market conditions, conditions in the
particular market for the obligation, the financial condition of the issuer, the
size of the offering, the maturity of the obligation and the ratings of the
issue. The ratings of Moody's, Duff & Phelps Credit Co. ("Duff & Phelps"),
Fitch Investor Services, Inc. ("Fitch") and S&P represent their respective
opinions as to the quality of the obligations they undertake to rate. Ratings,
however, are general and are not absolute standards of quality. Consequently,
obligations with the same rating, maturity and interest rate may have different
market prices. Subsequent to its purchase by a Portfolio, a rated security may
cease to be rated. The Adviser will consider such an event in determining
whether the Portfolio should continue to hold the security.

Interest Rate Swaps, Floors and Caps and Currency Swaps. The Portfolios
may enter into interest rate swaps and may purchase or sell interest rate caps
and floors. The Portfolios expect to enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of their
holdings, as a duration management technique or to protect against an increase
in the price of securities a Portfolio anticipates purchasing at a later date.
The Portfolios intend to use these transactions as a hedge and not as a
speculative investment.

Interest rate swaps involve the exchange by a Portfolio with another party
of their respective commitments to pay or receive interest, e.g., an exchange of
floating rate payments for fixed rate payments. The purchase of an interest
rate cap entities the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payments of interest on a
<PAGE>

notional principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent that a
specified index falls below a prede termined interest rate, to receive payments
of interest on a notional principal amount from the party selling such interest
rate floor.

The Portfolios may enter into interest rate swaps, caps and floors on
either an asset-based or liability-based basis, depending on whether a Portfolio
is hedging its assets or its liabilities. Interest rate swaps involve the
exchange by a Portfolio with another party of their respective commitments to
pay or receive interest (e.g., an exchange of floating rate payments for fixed
rate payments). The purchase of an interest rate floor entitles the purchaser,
to the extent that a specified index falls below a predetermined interest rate,
to receive payments of interest on a notional principal amount from the party
selling such interest rate floor. The purchase of an interest rate cap entitles
the purchaser, to the extent that a specified index exceeds a predetermined
interest rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate cap.

A Portfolio will usually enter into interest rate swaps on a net basis,
i.e., the two payments streams are netted out, with the Portfolio receiving or
paying, as the case may be, only the net amount of the two payments.

A Portfolio will accrue the net amount of the excess, if any, of its
obligations over its entitlements with respect to each interest rate swap on a
daily basis and will deliver an amount of liquid assets having an aggregate net
asset value at least equal to the accrued excess to a custodian that satisfies
the requirements of the 1940 Act. If the other party to an interest rate swap
defaults, a Portfolio's risk of loss consists of the net amount of interest
payments that the Portfolio is contractually entitled to receive. A Portfolio
may enter into transactions with counterparties which have received, combined
with any credit enhancements, a long-term debt rating of "A" by S&P or Moody's,
respectively, or that have an equivalent rating from an NRSRO or whose
obligations are determined to be of equivalent credit quality by the
Adviser.

A Portfolio will enter into interest rate swap, cap and floor transactions
only with institutions deemed the creditworthy by the Adviser. If there is a
default by the other party to such a transaction, a Portfolio will have
contractual remedies pursuant to the agreements related to the transaction. The
swap market has grown substantially in recent years with a large number of banks
and investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps and floors are more recent innovations and, accordingly,
they are less liquid than swaps.

In order to protect against currency rate fluctuations, the Portfolios also
may enter into currency swaps. Currency swaps involve the exchange of the
rights of a Portfolio and another party to make or receive payments in specified
currencies.

Investment Companies. Each Portfolio may invest in securities issued by
other investment companies within the limits prescribed by the 1940 Act. As a
shareholder of another investment company, a Portfolio would bear, along with
other shareholders, its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be
<PAGE>

in addition to the advisory and other expenses that each Portfolio bears
directly in connection with its own operations.

Each Portfolio currently intends to limit its investments so that, as
determined immediately after a securities purchase is made: (i) not more than
5% of the value of its total assets will be invested in the securities of any
one investment company; (ii) not more than 10% of the value of its total assets
will be invested in the aggregate in securities of investment companies as a
group; and (iii) not more than 3% of the outstanding voting stock of any one
investment company will be owned by the Portfolio or by the Fund as a whole.

Duration. BlackRock Strategic Portfolio I will generally maintain a U.S.
dollar-weighted average duration for its investments between 0 and 8 years and
will invest in securities across the entire maturity spectrum. BlackRock
Strategic Portfolio II will generally maintain a U.S. dollar-weighted average
duration for its investments between 0 and 6 years and may invest in securities
across the entire maturity spectrum, though it will tend to emphasize securities
that on average have shorter durations than those utilized in BlackRock
Strategic Portfolio I.

INVESTMENT RESTRICTIONS

Each Portfolio is subject to the investment limitations enumerated in this
subsection which may be changed only by a vote of the holders of a majority of
the Portfolio's outstanding shares (as defined below under
"Miscellaneous").

Each Portfolio may not:

(1) Purchase any securities which would cause 25% or more of the
value of the Portfolio's total assets at the time of purchase to
be invested in the securities of one or more issuers conducting
their principal business activities in the same industry,
provided that (a) there is no limitation with respect to (i)
instruments issued or guaranteed by the United States, any state,
territory or possession of the United States, the District of
Columbia or any of their authorities, agencies, instrumentalities
or political subdivisions, and (ii) repurchase agreements secured
by the instruments described in clause (i); (b) wholly-owned
finance companies will be considered to be in the industries of
their parents if their activities are primarily related to
financing the activities of the parents; (c) utilities will be
divided according to their services, for example, gas, gas
transmission, electric and gas, electric and telephone will each
be considered a separate industry; and (d) securities issued or
guaranteed by foreign governments are not considered to belong to
a particular industry.

(2) Issue senior securities (including borrowed money, including on
margin if margin securities are owned) in excess of 33 1/3% of
its total assets (including the amount of senior securities
issued but excluding any liabilities and indebtedness not
constituting senior securities) except that the Portfolio may
borrow up to an additional 5% of its total assets for
<PAGE>

temporary purposes; or pledge its assets other than to secure
such issuances or in connection with hedging transactions, short
sales, when-issued and forward commitment transactions, dollar
rolls, option and futures transactions, currency transactions and
similar investment strategies. A Portfolio's obligations under
interest rate and currency swaps are not treated as senior
securities.

(3) Makes loans, except that each Portfolio may purchase and hold
debt instruments and enter into repurchase agreements in
accordance with its investment objective and policies and may
lend portfolio securities.

(4) Act as an underwriter of securities within the meaning of the
Securities Act of 1933 except to the extent that the purchase of
obligations directly from the issuer thereof, or the disposition
of securities, in accordance with the Portfolio's investment
objective, policies and limitations may be deemed to be
underwriting.

(5) Purchase or sell real estate, except that each Portfolio may
purchase securities of issuers which deal in real estate and may
purchase securities which are secured by interests in real
estate.

(6) Purchase or sell commodities except that each Portfolio may, to
the extent appropriate to its investment policies, purchase
securities of companies engaging in whole or in part in such
activities, may engage in currency transactions and may enter
into futures contracts and related options.

<PAGE>

TRUSTEES AND OFFICERS
THE FUND

Board of Trustees. The business and affairs of the Fund are managed under
the direction of its Board of Trustees. The trustees and executive officers of
the Fund, and their business addresses and principal occupations during the past
five years, are:

<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address with Fund During Past Five Years
- ---------------- ---------- ----------------------
<S> <C> <C>
William O. Albertini Trustee Retired; Executive Vice President and
698 Strafford Circle Chief Financial Officer from August
Strafford, PA 19087 1997 to May 1999, Bell Atlantic Global
Age: 55 Wireless (global wireless
communications); Executive Vice
President, Chief Financial Officer and
Director from February 1995 - August
1997, Vice President and Chief
Financial Officer from January 1991 -
February 1995, Bell Atlantic
Corporation (a diversified
telecommunications company);
Director, Groupo Iusacell, S.A. de C.V.
(cellular communications company)
since June 1994; Director, American
Waterworks, Inc. (water utility) since
May 1990; Trustee, The Carl E. &
Emily I. Weller Foundation since
October 1991.

Raymond J. Clark/1/ Trustee, President Treasurer of Princeton University since
Office of the Treasurer and Treasurer 1987; Trustee, The Compass Capital
Princeton University Group of Funds from 1987 to 1996;
3 New South Building Trustee, United-Way Princeton Area
P.O. Box 35 1987; Trustee, The Compass Capital
Princeton, NJ 08540 Communities from 1992-1994; Trustee,
Age: 63 Chemical Bank, New Jersey Advisory
Board from 1994 until 1995; Trustee,
Medical Center of Princeton; Trustee,
American Red Cross - Mercer County
Chapter since 1995; and Trustee, United
Way-Greater Mercer County from
1996-1997.

</TABLE>

__________________________________

/1/ This trustee may be deemed an "interested person" of the Fund as defined
in the 1940 Act.

<PAGE>

<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address with Fund During Past Five Year
- ---------------- --------- ----------------------
<S> <C> <C>
Robert M. Hernandez Trustee Director since 1991, Vice Chairman and
USX Corporation Chief Financial Officer since 1994,
600 Grant Street Executive Vice President - Accounting
6105 USX Tower & Finance and Chief Financial Officer
Pittsburgh, PA 15219 from 1991 to 1994, USX Corporation (a
Age: 54 diversified company principally
engaged in energy and steel businesses);
Director and Chairman of the Executive
Committee, ACE Limited (insurance
company); Trustee, Allegheny
University Hospitals, Allegheny
General; and Allegheny Health,
Education and Research Foundation;
Director, Marinette Marine Corporation;
Director, Pittsburgh Baseball, Inc. from
1994-1996; Director, Transtar, Inc.
(transportation company) since 1996;
and Director and Chairman of the
Board, RMI Titanium Company.

Anthony M. Santomero Vice Chairman of the Deputy Dean from 1990 to 1994,
The Wharton School Board Richard K. Mellon Professor of Finance
University of Pennsylvania since April 1984, Director, Wharton
Room 2344 Financial Institutions Center, since July
Steinberg Hall-Dietrich Hall 1995, and Dean's Advisory Council
Philadelphia, PA 19104-6367 Member since July 1984, The Wharton
Age: 52 School, University of Pennsylvania;
Associate Editor, Journal of Banking
and Finance since June 1978; Associate
Editor, Journal of Economics and
Business since October 1979; Associate
Editor, Journal of Money, Credit and
Banking since January 1980; Editorial
Advisory Board, Open Economics
Review since November 1990; Director,
the Zweig Total Return Fund; Director
of Municipal Fund for California
Investors, Inc. and Municipal Fund for
New York Investors, Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Position Principal Occupation
Name and Address with Fund During Past Five Year
- ---------------- --------- ----------------------
<S> <C> <C>
David R. Wilmerding, Jr. Chairman of the Board Chairman, Gee, Wilmerding &
One Aldwyn Center Associates, Inc. (investment advisers)
Villanova, PA 19085 since February 1989; Director, Beaver
Age: 63 Management Corporation (land
management company); Managing
General Partner, Chestnut Street
Exchange Fund; Director, Independence
Square Income Securities, Inc.;
Director, The Mutual Fire, Marine and
Inland Insurance Company; Director,
U.S. Retirement Communities, Inc.;
Director, Trustee or Managing General
Partner of a number of investment
companies advised by PIMC and its
affiliates.

Karen H. Sabath Assistant Secretary Managing Director, BlackRock
BlackRock Advisors, Inc. Advisors, Inc. since February 1998;
345 Park Avenue President, Compass Capital Group, Inc.
New York, NY 10154 from 1995 to March 1998; Managing
Age: 33 Director of BlackRock Financial
Management, Inc. since 1993.

Ellen L. Corson Assistant Treasurer Vice President and Director of Mutual
PFPC Inc. Fund Accounting and Administration,
103 Bellevue Parkway PFPC Inc. since November 1997;
Wilmington, DE 19809 Assistant Vice President, PFPC Inc.
Age: 34 from March 1997 to November 1997;
Senior Accounting Officer, PFPC Inc.
from March 1993 to March 1997.

Brian P. Kindelan Secretary Vice President and Senior Counsel,
BlackRock Financial BlackRock Financial Management, Inc.
Management, Inc. since April 1998; Senior Counsel, PNC
1600 Market Street Bank Corp. from 1995 to April 1998;
28/th/ Floor Associate, Stradley, Ronon, Stevens &
Philadelphia, PA 19103 Young, LLP from March 1990 to May
Age: 39 1995.
</TABLE>

The Fund pays trustees who are not affiliated with BlackRock, BlackRock
Advisors, Inc. ("BAI") or BlackRock Distributors, Inc. ("BDI" or "Distributor")
$20,000 annually ($30,000 annually in the event that the Fund's assets exceed
$40 billion) and $350 per investment portfolio of the Fund for each full in-
person meeting of the Board that they attend. The Fund pays the Chairman and
Vice Chairman an additional $10,000 and $5,000, respectively, for their services
in such capacities. Trustees who are not affiliated with BlackRock or the
Distributor are reimbursed for any expenses incurred in attending meetings of
the Board of Trustees or any committee thereof. The term of office of each
trustee will automatically terminate when such trustee reaches 72 years of age.
No officer, director or employee of BlackRock, any of the Fund's other advisers
or sub-advisers, PFPC Inc.

<PAGE>

("PFPC") or PFPC Trust Company (the "Custodian") currently receives any
compensation from the Fund. As of the date of this Statement of Additional
Information, the trustees and officers of the Fund, as a group, owned less than
1% of the outstanding shares of each class of each investment portfolio of the
Fund.

The table below sets forth the compensation actually received from the Fund
Complex of which the Fund is a part by the trustees for the fiscal year ended
September 30, 1999:

<TABLE>
<CAPTION>
Total
Compensation
Pension or from Registrant
Retirement and Fund
Aggregate Benefits Accrued Estimated Annual Complex/1/
Name of Person, Compensation as Part of Fund Benefits upon Paid to
Position from Registrant Expenses Retirement Trustees
-------- --------------- -------- ---------- --------
<S> <C> <C> <C> <C>
Anthony M. Santomero, Trustee $77,850 N/A N/A (3)/2/$84,850
David R. Wilmerding, Jr., Trustee $82,850 N/A N/A (3)/2/ $98,850
William O. Albertini, Trustee $72,850 N/A N/A (1)/2/ $72,850
Raymond J. Clark, Trustee $72,850 N/A N/A (1)/2/ $72,850
Robert M. Hernandez, Trustee $72,850 N/A N/A (1)/2/ $72,850
</TABLE>

- -------------------------

1. A Fund Complex means two or more investment companies that hold themselves
out to investors as related companies for purposes of investment and
investor services, or have a common investment adviser or have an
investment adviser that is an affiliated person of the investment adviser
of any of the other investment companies.

2. Total number of investment company boards trustees served on within the
Fund Complex.

Shareholder and Trustee Liability. Under Massachusetts law, shareholders
of a business trust may, under certain circumstances, be held personally liable
as partners for the obligations of the trust. However, the Fund's Declaration
of Trust provides that shareholders shall not be subject to any personal
liability in connection with the assets of the Fund for the acts or obligations
of the Fund, and that every note, bond, contract, order or other undertaking
made by the Fund shall contain a provision to the effect that the shareholders
are not personally liable thereunder. The Declaration of Trust provides for
indemnification out of the trust property of any shareholder held personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or some other reason. The Declaration of Trust
also provides that the Fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Fund, and shall
satisfy any judgment thereon.

<PAGE>

The Declaration of Trust further provides that all persons having any claim
against the trustees or Fund shall look solely to the trust property for
payment; that no trustee of the Fund shall be personally liable for or on
account of any contract, debt, tort, claim, damage, judgment or decree arising
out of or connected with the administration or preservation of the trust
property or the conduct of any business of the Fund; and that no trustee shall
be personally liable to any person for any action or failure to act except by
reason of his own bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties as a trustee. With the exception stated, the
Declaration of Trust provides that a trustee is entitled to be indemnified
against all liabilities and expenses reasonably incurred by him in connection
with the defense or disposition of any proceeding in which he may be involved or
with which he may be threatened by reason of his being or having been a trustee,
and that the Fund will indemnify officers, representatives and employees of the
Fund to the same extent that trustees are entitled to indemnification.

INVESTMENT ADVISORY, ADMINISTRATION,
DISTRIBUTION AND SERVICE ARRANGEMENTS

Advisory Agreement. The advisory services provided by BlackRock, an
indirect majority-owned subsidiary of PNC Bank Corp., and the fees received by
it for such services are described in the Prospectus. As stated in the
Prospectus, BlackRock may from time to time voluntarily waive its advisory fees
with respect to the Portfolio and may voluntarily reimburse the Portfolio for
expenses.

BlackRock renders advisory services to the Portfolios pursuant to an
Investment Advisory Agreement (the "Advisory Contract"). Under the Advisory
Contract, BlackRock is not liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Portfolios in connection with the
performance of the Advisory Contract, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of BlackRock in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder. The Advisory Contract is terminable as to a Portfolio
by vote of the Board of Trustees or by the holders of a majority of the
outstanding voting securities of the Portfolio involved, at any time without
penalty, on 60 days' written notice to BlackRock. BlackRock may also terminate
its advisory relationship with respect to either Portfolio on 60 days' written
notice to the Fund. The Advisory Contract terminates automatically in the event
of its assignment.

For its investment advisory services to the Portfolios, the Adviser is
entitled to a fee, computed daily for each Portfolio and payable monthly, at the
annual rate of .20% of each Portfolio's average daily net assets. From time to
time, the Adviser may waive some or all of its advisory fee from a Portfolio.

For the period from October 1, 1998 to September 30, 1999 BlackRock
Strategic Portfolio I paid $33 in advisory fees to BlackRock, and BlackRock
waived $19,610 in expenses.

<PAGE>

For the period from October 6, 1997 through September 30, 1998 BlackRock
Strategic Portfolio I paid no advisory fees to BlackRock, and BlackRock waived
$56,922 in expenses.

Administration Agreement. The Fund has entered into an Administration
Agreement with BAI, whose principal business offices are located at 345 Park
Avenue, New York, New York 10154, and PFPC (the "Administration Agreement").
PFPC, whose principal business offices are located at 400 Bellevue Parkway,
Wilmington, DE 19809, has agreed to maintain office facilities for the Fund;
furnish the Fund with statistical and research data, clerical, accounting, and
bookkeeping services; provide and supervise the operation of an automated data
processing system to process purchase and redemption orders; provide information
and distribute written communications to shareholders; handle shareholder
problems and calls; research issues raised by financial intermediaries relating
to investments in a Portfolio's shares; review and provide advice with respect
to communications for a Portfolio's shares; monitor the investor programs that
are offered in connection with a Portfolio's shares; provide oversight and
related support services that are intended to ensure the delivery of quality
service to the holders of a Portfolio's shares; and provide certain other
services required by the Fund.

BAI is responsible for: the supervision and coordination of the performance
of the Fund's service providers; the negotiation of service contracts and
arrangements between the Fund and its service providers; acting as liaison
between the trustees of the Fund and the Fund's service providers; and providing
ongoing business management and support services in connection with the Fund's
operations. Pursuant to the terms of the Administration Agreement, BAI has
delegated certain of its duties thereunder to BDI.

Under the Administration Agreement, the Fund pays to BAI and PFPC
(collectively, the "Administrators") on behalf of each Portfolio a fee, computed
daily and payable monthly, at an aggregate annual rate of (i) .085% of the first
$500 million of each Portfolio's average daily net assets, .075% of the next
$500 million of each Portfolio's average daily net assets and .065% of the
average daily net assets of each Portfolio in excess of $1 billion and (ii)
.145% of the first $500 million of average daily net assets allocated to shares
of each Portfolio, .135% of the next $500 million of such average daily net
assets and .125% of the average daily net assets allocated to shares of each
Portfolio in excess of $1 billion. From time to time the Administrators may
waive some or all of their administration fees from a Portfolio and may
voluntarily reimburse a Portfolio for expenses.

The Administration Agreement provides that the Administrators will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or the Portfolios in connection with the performance of the
Administration Agreement, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of their respective duties or from
reckless disregard of their respective duties and obligations thereunder. In
addition, the Fund will indemnify each of BAI and PFPC and their affiliates
against any loss arising in connection with their provision of services under
the Administration Agreement, except that neither BAI nor PFPC nor their
affiliates shall be indemnified against any loss arising out of willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties
under the Administration Agreement.

33
<PAGE>

For the period from October 1, 1998 to September 30, 1999, BlackRock
Strategic Portfolio I paid $5,828 in administrative fees to the Administrators,
and the Administrators waived $16,709 in fees.

For the period from October 6, 1997 to September 30, 1998, BlackRock
Strategic Portfolio I paid $19,851 in administrative fees to the Administrators,
and the Administrators waived $41,136 in fees.

Custodian and Transfer Agency Agreements. PFPC Trust Company ("PTC"), an
affiliate of PNC Bank, whose principal business address is 1600 Market Street,
Philadelphia, Pennsylvania 19103, is custodian of the Fund's assets pursuant to
a custodian agreement (the "Custodian Agreement"). Under the Custodian
Agreement, PTC or a sub-custodian (i) maintains a separate account or accounts
in the name of each Portfolio, (ii) holds and transfers portfolio securities on
account of each Portfolio, (iii) accepts receipts and makes disbursements of
money on behalf of each Portfolio, (iv) collects and receives all income and
other payments and distributions on account of each Portfolio's securities and
(v) makes periodic reports to the Board of Trustees concerning each Portfolio's
operations. PTC is authorized to select one or more banks or trust companies to
serve as sub-custodian on behalf of the Fund, provided that, with respect to
sub-custodians other than sub-custodians for foreign securities, PTC remains
responsible for the performance of all its duties under the Custodian Agreement
and holds the Fund harmless from the acts and omissions of any sub-custodian.
Citibank, N.A. serves as the international sub-custodian for each of the
Portfolios.

For its services to the Fund under the Custodian Agreement, PTC is entitled
to receive a fee which is calculated based upon each Portfolio's average gross
assets, with a minimum monthly fee of $1,000 per investment portfolio. PTC is
also entitled to out-of-pocket expenses and certain transaction charges.

PFPC, an affiliate of PNC Bank, serves as the transfer and dividend
disbursing agent for the Fund pursuant to a Transfer Agency Agreement (the
"Transfer Agency Agreement"), under which PFPC (i) issues and redeems shares in
each Portfolio, (ii) addresses and mails all communications by each Portfolio to
record owners of its shares, including reports to shareholders, dividend and
distribution notices and proxy materials for its meetings of shareholders, (iii)
maintains shareholder accounts and, if requested, sub-accounts and (iv) makes
periodic reports to the Board of Trustees concerning the operations of each
Portfolio. PFPC may, on 30 days' notice to the Fund, assign its duties as
transfer and dividend disbursing agent to any other affiliate of PNC Bank Corp.
For its services with respect to the Portfolios under the Transfer Agency
Agreement, PFPC is entitled to receive fees at the annual rate of .03% of the
average net asset value of outstanding shares in each Portfolio, plus per
account fees and disbursements.

Distributor. The Fund has entered into a distribution agreement with the
Distributor under which the Distributor, as agent, offers shares of the
Portfolios on a continuous basis. The Distributor has agreed to use appropriate
efforts to effect sales of the shares, but it is not obligated to sell any
particular amount of shares.

34
<PAGE>

The Fund has adopted an Amended and Restated Distribution and Service Plan
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act on behalf of its
Institutional Shares. The Plan was approved by a majority of (i) the trustees
of the Fund and (ii) the trustees of the Fund who are not interested persons of
the Fund and who have no direct or indirect financial interest in the operation
of the Plan or in any agreement related to the Plan (the "Rule 12b-1 Trustees").

The Fund is not required or permitted under the Plan to make distribution
payments with respect to its Institutional Shares. However, the Plan permits
BDI, BlackRock, the Administrators and other companies that receive fees from
the Fund to make payments relating to distribution and sales support activities
out of their past profits or other sources available to them. The Distributor,
BlackRock, and their affiliates may pay financial institutions, broker/dealers
and/or their salespersons certain compensation for the sale and distribution of
shares of the Fund or for services to the Fund. These payments ("Additional
Payments") may take the form of "due diligence" payments for a dealer's
examination of a Portfolio and payments for providing extra employee training
and information relating to a Portfolio; "listing" fees for the placement of a
Portfolio on a dealer's list of mutual funds available for purchase by its
customers; "finders" or "referral" fees for directing investors to the Fund;
"marketing support" fees for providing assistance in promoting the sale of the
Funds' shares; and payments for the sale of shares and/or the maintenance of
share balances. In addition, the Distributor, BAI and their affiliates may make
Additional Payments for subaccounting, administrative and/or shareholder
processing services. The Additional Payments made by the Distributor, BAI and
their affiliates may be a fixed dollar amount, may be based on the number of
customer accounts maintained by a financial institution or broker/dealer, or may
be based on a percentage of the value of shares sold to, or held by, customers
of the financial institutions or dealers involved, and may be different for
different institutions and dealers. Furthermore, the Distributor, BAI and their
affiliates may contribute to various non-cash and cash incentive arrangements to
promote the sale of shares, and may sponsor various contests and promotions
subject to applicable NASD regulations in which participants may receive prizes
such as travel awards, merchandise and cash. The Distributor, BAI and their
affiliates may also pay for the travel expenses, meals, lodging and
entertainment of broker/dealers, financial institutions and their salespersons
in connection with educational and sales promotional programs subject to
applicable NASD regulations.

The Plan will continue from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Trustees,
including a majority vote of the Rule 12b-1 Trustees, cast in person at a
meeting called for the purpose of voting on such continuance. The Plan may be
terminated with respect to a Portfolio at any time, without penalty, by the vote
of a majority of the Rule 12b-1 Trustees or by a vote of the holders of a
majority of the outstanding shares of a Portfolio. The Plan may not be amended
materially without the approval of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees, cast in person at a meeting called for that purpose.
Any modification to the Plan which would materially increase the costs borne by
a Portfolio for distribution purposes pursuant to the Plan must also be
submitted to the stockholders of a Portfolio for approval. In addition, while
the Plan remains in effect, the selection and nomination of the Fund's trustees
who are not
<PAGE>

"interested persons" of the Fund shall be committed to the discretion of the
Fund's non-interested trustees.

PORTFOLIO TRANSACTIONS

The Adviser is responsible for decisions to buy and sell securities for the
Portfolios, the selection of brokers and dealers to effect the transactions and
the negotiation of prices and any brokerage commissions. The securities in
which the Portfolios invest are traded principally in the over-the-counter
market. In the over-the-counter market, securities are generally traded on a
"net" basis with dealers acting as principal for their own accounts without a
stated commission, although the price of the security usually includes a mark-up
to the dealer. Securities purchased in underwritten offerings generally
include, in the price, a fixed amount of compensation for the manager(s),
underwriter(s) and dealer(s). The Portfolios may also purchase certain money
market instruments directly from an issuer, in which case no commissions or
discounts are paid. Purchases and sales of debt securities on a stock exchange
are effected through brokers who charge a commission for their services.

The Adviser's primary considerations in selecting the manner of executing
securities transactions for the Portfolios will be prompt execution of orders,
the size and breadth of the market for the security, the reliability, integrity
and financial condition and execution capability of the firm, the size of and
difficulty in executing the order, and the best net price. There are many
instances when, in the judgment of the Adviser, more than one firm can offer
comparable execution services. In selecting among such firms, consideration is
given to those firms which supply research and other services in addition to
execution services. However, it is not the policy of the Adviser, absent
special circumstances, to pay higher commissions to a firm because it has
supplied such services.

The Adviser is able to fulfill its obligations to furnish a continuous
investment program to the Portfolios without receiving such information from
brokers; however, it considers access to such information to be an important
element of financial management. Although such information is considered
useful, its value is not determinable, as it must be reviewed and assimilated by
the Adviser, and does not reduce the Adviser's normal research activities in
rendering investment advice under the Advisory Contract. It is possible that
the Adviser's expenses could be materially increased if it attempted to purchase
this type of information or generate it through its own staff.

One or more of the other accounts which the Adviser manages may own from
time to time the same investments as the Portfolios. Investment decisions for
the Portfolios are made independently from those of such other accounts;
however, from time to time, the same investment decision may be made for more
than one company or account. When two or more companies or accounts seek to
purchase or sell the same securities, the securities actually purchased or sold
will be allocated among the companies and accounts on a good faith equitable
basis by the Adviser in its discretion in accordance with the accounts' various
investment objectives. In some cases, this system may adversely affect the
price or size of the position
<PAGE>

obtainable for the Portfolios. In other cases, however, the ability of the
Portfolios to participate in volume transactions may produce better execution
for the Portfolios.

Portfolio Turnover Rates. A Portfolio's annual portfolio turnover rate
will not be a factor preventing a sale or purchase when the Adviser believes
investment considerations warrant such sale or purchase. Portfolio turnover may
vary greatly from year to year as well as within a particular year. The Adviser
expects to allocate a portion of its separate account clients' portfolios to the
Portfolios when it believes that the securities in which the Portfolios invest
present favorable risk-reward characteristics. During other periods,
investments by the separate accounts in the Portfolios may be redeemed. This
activity may produce higher than normal portfolio turnover which may result in
increased transaction costs to the Portfolios. As of the date of this Statement
of Additional Information, under normal market conditions the annual portfolio
turnover rate of each Portfolio is not expected to exceed 400%.

It is expected that under normal market conditions the annual portfolio
turnover rate of the Portfolios will not exceed 400%, excluding securities
having a maturity of one year or less. Because it is difficult to predict
accurately portfolio turnover rate, actual turnover may be higher or lower.
Higher portfolio turnover results in increased Portfolio expenses, including
brokerage commissions, dealer mark-ups and other transaction costs on the sale
of securities and on reinvestment in other securities. The Adviser will monitor
the tax status of the Portfolios under the Internal Revenue Code during periods
in which the annual turnover rate of a Portfolio exceeds 100%.

A Portfolio will not purchase securities during the existence of any
underwriting or selling group relating to such securities of which BlackRock,
the Administrators, the Distributor or any affiliated person (as defined in the
1940 Act) thereof is a member except pursuant to procedures adopted by the Board
of Trustees in accordance with Rule 10f-3 under the 1940 Act. In no instance
will portfolio securities be purchased from or sold to BlackRock, the
Administrators, the Distributor or any affiliated person of the foregoing
entities except as permitted by SEC exemptive order or by applicable law.

The portfolio turnover rate of a Portfolio is calculated by dividing the
lesser of a Portfolio's annual sales or purchases of portfolio securities
(exclusive of purchases or sales of securities whose maturities at the time of
acquisition were one year or less) by the monthly average value of the
securities held by the Portfolio during the year.

For the period from October 1, 1998 to September 30, 1999, BlackRock
Strategic Portfolio I paid no brokerage commissions. For that period, BlackRock
Strategic Portfolio I had a portfolio turnover rate of 78%.

For the period from October 6, 1997 to September 30, 1998, BlackRock
Strategic Portfolio I paid no brokerage commissions. For that period, BlackRock
Strategic Portfolio I had a portfolio turnover rate of 164%.
<PAGE>

PURCHASE AND REDEMPTION INFORMATION

Shares of the Portfolios are sold at the net asset value per share next
determined after a purchase order is received. The Fund reserves the right, if
conditions exist which make cash payments undesirable, to honor any request for
redemption or repurchase of the Portfolios' shares by making payment in whole or
in part in securities chosen by the Fund and valued in the same way as they
would be valued for purposes of computing the Portfolios' net asset values. If
payment is made in securities, a shareholder may incur transaction costs in
converting these securities into cash. The Fund has elected, however, to be
governed by Rule 18f-1 under the 1940 Act so that each Portfolio is obligated to
redeem its shares solely in cash up to the lesser of $250,000 or 1% of its net
asset value during any 90-day period for any one shareholder of the Portfolios.

Under the 1940 Act, the Portfolios may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange (the "NYSE") is closed (other than customary weekend and
holiday closings), or during which trading on the NYSE is restricted, or during
which (as determined by the SEC by rule or regulation) an emergency exists as a
result of which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A Portfolio may
also suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)

In addition to the situations described in the Prospectus, the Fund may
redeem shares involuntarily to reimburse the Portfolios for any loss sustained
by reason of the failure of a shareholder to make full payment for shares
purchased by the shareholder or to collect any charge relating to a transaction
effected for the benefit of a shareholder as provided in the Prospectus from
time to time. The Fund reserves the express right to redeem shares of each
Portfolio involuntarily at any time if the Fund's Board of Trustees determines,
in its sole discretion, that failure to do so may have adverse consequences to
the holders of shares in the Portfolio. Upon such redemption the holders of
shares so redeemed shall have no further right with respect thereto other than
to receive payment of the redemption price.
<PAGE>

VALUATION OF PORTFOLIO SECURITIES

Expenses. Expenses are deducted from the total income of each Portfolio
before dividends and distributions are paid. Expenses include, but are not
limited to, fees paid to BlackRock and the Administrators, transfer agency and
custodian fees, trustee fees, taxes, interest, professional fees, fees and
expenses in registering the Portfolios and their shares for distribution under
Federal and state securities laws, expenses of preparing prospectuses and
statements of additional information and of printing and distributing
prospectuses and statements of additional information to existing shareholders,
expenses relating to shareholder reports, shareholder meetings and proxy
solicitations, insurance premiums, the expense of independent pricing services,
and other expenses which are not expressly assumed by the Adviser or the
Portfolios' service providers under their agreements for the Portfolios. Any
general expenses of the Fund that do not belong to a particular investment
portfolio will be allocated among all investment portfolios by or under the
direction of the Board of Trustees in a manner the Board determines to be fair
and equitable.

The expense ratios of the Portfolios can be expected to be higher than
those of portfolios investing primarily in domestic securities. The costs
attributable to investing abroad are usually higher for several reasons,
including higher investment research costs, higher foreign custody costs, higher
commission costs and additional costs arising from delays in settlements of
transactions involving foreign securities.

Valuation. Valuation of securities held by each Portfolio is as follows:
domestic securities traded on a national securities exchange or on the NASDAQ
National Market System are valued at the last reported sale price that day;
domestic securities traded on a national securities exchange or on the NASDAQ
National Market System for which there were no sales on that day are valued at
the mean of the bid and asked prices; foreign securities traded on a recognized
stock exchange, whether U.S. or foreign, are valued at the latest sale price on
that exchange prior to the time when assets are valued or prior to the close of
regular trading hours on the NYSE (if a security is traded on more than one
exchange, the latest sale price on the exchange where the stock is primarily
traded is used); foreign securities traded on a recognized stock exchange for
which there were no sales on that day are valued at the mean of the bid and
asked prices; other securities are valued on the basis of valuations provided by
a pricing service approved by the Board of Trustees, provided that if the
Adviser concludes that the price provided by a pricing service does not
represent the fair value of a security, such security will be valued at fair
value determined by the Adviser based on quotations or the equivalent thereof
received from dealers; an option or futures contract is valued at the last sales
price prior to 4:00 p.m. (Eastern Time), as quoted on the principal exchange or
board of trade on which such option or futures contract is traded, or in the
absence of a sale, the mean between the last bid and asked prices prior to 4:00
p.m. (Eastern Time); the amortized cost method of valuation is used with respect
to debt obligations with sixty days or less remaining to maturity; and
securities for which market quotations are not readily available are valued at
fair market value as determined in good faith by or under the direction of the
Fund's Board of Trustees. Any securities which are denominated in a foreign
currency are translated into U.S. dollars at the prevailing market rates.
<PAGE>

Certain of the securities acquired by the Portfolios may be traded on
foreign exchanges or over-the-counter markets on days on which the Portfolios'
net asset values are not calculated. In such cases, the net asset value of a
Portfolio's shares may be significantly affected on days when investors can
neither purchase nor redeem shares of the Portfolios.

In determining the approximate market value of portfolio investments,
pricing services used by the Fund may use, without limitation, a matrix or
formula method that takes into consideration market indexes, matrices, yield
curves and other specific adjustments. This may result in the securities being
valued at a price different from the price that would have been determined had
the matrix or formula method not been used. All cash, receivables and current
payables are carried on the Fund's books at their face value.

PERFORMANCE INFORMATION

Performance information for shares of the Portfolios may be quoted in
advertisements and communications to shareholders. Total return will be
calculated on an average annual total return basis for various periods. Average
annual total return reflects the average annual percentage change in value of an
investment in shares of a Portfolio over the measuring period. Total return may
also be calculated on an aggregate total return basis. Aggregate total return
reflects the total percentage change in value over the measuring period. Both
methods of calculating total return assume that dividend and capital gain
distributions made by a Portfolio with respect to its shares are reinvested in
shares.

Performance quotations represent past performance and should not be
considered representative of future results. The investment return and
principal value of an investment in a Portfolio will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost. Any fees charged directly to the customer accounts of the Adviser in
connection with investments in a Portfolio will not be included in the
Portfolio's performance calculations.

Total Return. For purposes of quoting and comparing the performance of
shares of the Portfolios to the performance of other mutual funds and to stock
or other relevant indexes in advertisements, sales literature, communications to
shareholders and other materials, performance may be stated in terms of total
return. Under the rules of the SEC, funds advertising performance must include
total return quotes calculated according to the following formula:

ERV /1/n/
T = [(-----) - 1]
P
Where: T = average annual total return.

<PAGE>

ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical $1,000
payment made at the beginning of the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms
of years.

Total return, or "T" in the formula above, is computed by finding the
average annual compounded rates of return over the specified periods that would
equate the initial amount invested to the ending redeemable value.

Based on the foregoing, the total return for BlackRock Strategic Portfolio I was
as follows:

------------------------------

==============================
AVERAGE ANNUAL TOTAL
RETURN
------

FROM COMMENCEMENT
OF OPERATIONS TO
9/30/99/(1)/
------------------------------
1.86%
------------------------------

/(1)/ BlackRock Strategic Portfolio I commenced operations on October 6,
1997.

A Portfolio may also from time to time include in advertisements, sales
literature and communications to shareholders, and other materials a total
return figure that is not calculated according to the formula set forth above in
order to compare more accurately the performance of the Portfolio's shares with
other performance measures. For example, in comparing the total return of a
Portfolio's shares with data published by Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc. or Weisenberger Investment Company Service, or
with the performance of the Salomon Broad Investment Grade Index, as
appropriate, a Portfolio may calculate the aggregate total return for its shares
for the period of time specified in the advertisement or communication by
assuming the investment of $10,000 in the Portfolio's shares and assuming the
reinvestment of each dividend or other distribution at net asset value on the
reinvestment date. Percentage increases are determined by subtracting the
initial value of the investment from the ending value and by dividing the
remainder by the beginning value.

In addition to average annual total returns, a Portfolio may quote
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period. Average annual and cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be calculated for a
single investment, a series of investments, or a series of redemptions, over any
time period. Total returns may be broken down into their components of income
and capital (including capital gains and changes in share price) in order to
illustrate the
<PAGE>

relationship of these factors and their contributions to total return. Total
returns may be quoted on a before-tax or after-tax basis. Total returns, yields,
and other performance information may be quoted numerically or in a table, graph
or similar illustration.

<PAGE>

Other Information Regarding Investment Returns. In addition to providing
performance information that demonstrates the total return or yield of shares of
a Portfolio over a specified period of time, the Fund may provide certain other
information demonstrating hypothetical investment returns. Such information may
include, but is not limited to, illustrating the compounding effects of a
dividend in a dividend reinvestment plan.

Miscellaneous. Performance information for the Portfolios assumes the
reinvestment of dividends and distributions. Performance information may
reflect fee waivers that subsidize and reduce the total operating expenses of a
Portfolio. In these cases, the Portfolios' returns would be lower if there were
not such waivers.

Yield on shares of a Portfolio will fluctuate daily and does not provide a
basis for determining future yield. Because yield will fluctuate, it cannot be
compared with yields on savings accounts or other investment alternatives that
provide an agreed to or guaranteed fixed yield for a stated period of time. In
comparing the yield of one fund to another, consideration should be given to
each fund's investment policies, including the types of investments made,
lengths of maturities of the portfolio securities, and whether there are any
special account charges which may reduce the effective yield. The fees which
may be imposed by the Adviser on its customer accounts are not reflected in the
calculations of total returns or yields for the Portfolios.

As stated above, the Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on an investment in
a Portfolio are reinvested by being paid in additional Portfolio shares, any
future income or capital appreciation of the Portfolio would increase the value,
not only of the original investment in the Portfolio, but also of the additional
Portfolio shares received through reinvestment. The Fund may also include
discussions or illustrations of the potential investment goals of a prospective
investor, investment management techniques, policies or investment suitability
of a Portfolio, economic conditions, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury bills. From time to time advertisements or communications to
shareholders may summarize the substance of information contained in shareholder
reports (including the investment composition of a Portfolio), as well as the
views of BlackRock as to current market, economy, trade and interest rate
trends, legislative, regulatory and monetary developments, investment strategies
and related matters believed to be of relevance to a Portfolio. The Fund may
also include in advertisements charts, graphs or drawings which illustrate the
potential risks and rewards of investment in various investment vehicles,
including but not limited to, stocks, bonds, treasury bills and shares of a
Portfolio. In addition, advertisements or shareholder communications may
include a discussion of certain attributes or
<PAGE>

benefits to be derived by an investment in a Portfolio. Such advertisements or
communications may include symbols, headlines or other material which highlight
or summarize the information discussed in more detail therein.

TAXES

The following is only a summary of certain additional tax considerations
generally affecting the Portfolios and their shareholders that are not described
in the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of the Portfolios or their shareholders, and the discussion here
and in the Prospectuses is not intended as a substitute for careful tax
planning. Investors may wish to consult their tax advisers with specific
reference to their own tax situation.

The Portfolios will each elect to be taxed as a regulated investment
company under Part I of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated investment company, each Portfolio
generally is exempt from Federal income tax on its net investment income (i.e.,
----
its investment company taxable income as that term is defined in the Code
without regard to the deduction for dividends paid) and net capital gain (i.e.,
----
the excess of its long-term capital gains over short-term capital losses) that
it distributes to shareholders, provided that it distributes at least 90% of its
net investment income (the "Distribution Requirement") and satisfies certain
other requirements of the Code that are described below. Distributions of net
investment income made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year will
satisfy the Distribution Requirement.

In addition to satisfaction of the Distribution Requirement, each Portfolio
must derive at least 90% of its gross income from dividends, interest, certain
payments with respect to securities loans and gains from the sale or other
disposition of stock or securities or foreign currencies (including, but not
limited to, gains from forward foreign currency exchange contacts), or from
other income derived with respect to its business of investment in such stock,
securities, or currencies (the "Income Requirement").

In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of each Portfolio's assets must
consist of cash and cash items, U.S. government securities, securities of other
regulated investment companies, and securities of other issuers (as to which the
Portfolio has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Portfolio does not hold more than
10% of the outstanding voting securities of such issuer), and no more than 25%
of the value of the Portfolio's total assets may be invested in the securities
of any one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which such Portfolio
controls and which are engaged in the same or similar trades or businesses.

shares will be treated as receiving a taxable distribution in an amount equal to
the fair market value of the shares received, determined as of the reinvestment
date.

Each Portfolio intends to distribute to shareholders all of its net capital
gain for each taxable year. Such gain is distributed as a capital gain dividend
and is taxable to shareholders as long-term capital gain, regardless of the
length of time the shareholder has held his or her shares, whether such gain was
recognized by the Portfolio prior to the date on which a shareholder acquired
shares of the Portfolio and whether the distribution was paid in cash or
reinvested in shares.

It is expected that distributions from each of the Portfolios will
generally not qualify for the "dividends received" deduction for corporate
shareholders. In addition, it is expected that dividends and certain interest
income earned by the Portfolios from foreign securities will be subject to
foreign withholding taxes or other taxes. If more than 50% of the value of a
Portfolio's total assets at the close of the taxable year in question consists
of stock or securities of foreign corporations, the Portfolio may elect, for
U.S. Federal income tax purposes, to treat certain foreign taxes paid by it,
including generally any withholding taxes and other foreign income taxes, as
paid by its shareholders. If this election were made, the amount of such foreign
taxes paid by a Portfolio would be included in its shareholders' income pro rata
(in addition to taxable distributions actually received by them), and subject to
applicable limitations each shareholder generally would be entitled either (a)
to credit a proportionate amount of such taxes against U.S. Federal income tax
liabilities, or (b) if a shareholder itemizes deductions, to deduct such
proportionate amounts from U.S. income. It is uncertain whether either Portfolio
will meet the test stated above necessary to make this tax election. In certain
circumstances, a shareholder that (i) has held shares of a Portfolio for less
than a specified minimum period during which it is not protected from risk of
loss or (ii) is obligated to make payments related to the dividends, will not be
allowed a foreign tax credit for foreign taxes deemed imposed on dividends paid
on such shares. A Portfolio must also meet this holding period requirement with
respect to its foreign securities in order to flow through "creditable"
taxes.

If a Portfolio purchases shares in a "passive foreign investment company"
(a "PFIC"), such Portfolio may be subject to U.S. federal income tax on a
portion of any "excess distribution" or gain from the disposition of such shares
even if such income is distributed as a taxable dividend by the Portfolio to its
shareholders. Additional charges in the nature of interest may be imposed on a
Portfolio in respect of deferred taxes arising from such distributions or gains.
If a Portfolio were to invest in a PFIC and elected to treat the PFIC as a
"qualified electing fund" under the Code (a "QEF"), in lieu of the foregoing
requirements, the Portfolio would be required to include in income each year a
portion of the ordinary earnings and net capital gain of the qualified electing
fund, even if not distributed to the Portfolio. Alternatively, a Portfolio can
elect to mark-to-market at the end of each taxable year its shares in a PFIC; in
this case, the Portfolio would recognize as ordinary income any increase in the
value of such shares, and as ordinary loss any decrease in such value to the
extent it did not exceed prior increases included in income. Under either
election, a Portfolio might be required to recognize in a year income in excess
of its distributions from PFICs and its proceeds from dispositions of PFIC stock
during that year, and such income would nevertheless be subject to
<PAGE>

the Distribution Requirement and would be taken into account for purposes of the
4% excise tax (described below).

Ordinary income of individuals will be taxable at a maximum marginal rate
of 39.6%, but because of limitations on itemized deductions otherwise allowable
and the phase-out of personal exemptions, the maximum effective marginal rate of
tax for some taxpayers may be higher. Long-term capital gains of individuals are
taxed at a maximum rate of 20%. Capital gains and ordinary income of corporate
taxpayers are both taxed at a maximum nominal rate of 35%. Investors should be
aware that any loss realized upon the sale, exchange or redemption of shares
held for six months or less will be treated as a long-term capital loss to the
extent any capital gain dividends have been paid with respect to such
shares.

Each Portfolio may engage in hedging or derivatives transactions involving
foreign currencies, forward contracts, options and futures contracts (including
options, futures and forward contracts on foreign currencies) and short sales.
Such transactions will be subject to special provisions of the Code that, among
other things, may affect the character of gains and losses realized by the
Portfolio (that is, may affect whether gains or losses are ordinary or capital),
accelerate recognition of income of the Portfolio and defer recognition of
certain of the Portfolio's losses. These rules could therefore affect the
character, amount and timing of distributions to shareholders. In addition,
these provisions (1) will require a Portfolio to "mark-to-market" certain types
of positions in its portfolio (that is, treat them as if they were closed out)
and (2) may cause a Portfolio to recognize income without receiving cash with
which to pay dividends or make distributions in amounts necessary to satisfy the
Distribution Requirement and avoid the 4% excise tax (described below). Each
Portfolio intends to monitor its transactions, will make the appropriate tax
elections and will make the appropriate entries in its books and records when it
acquires any option, futures contract, forward contract or hedged investment in
order to mitigate the effect of these rules.

If for any taxable year a Portfolio does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the extent of a
Portfolio's current and accumulated earnings and profits. Such distributions
will be eligible for the dividends received deduction in the case of corporate
shareholders.

A 4% non-deductible excise tax is imposed on regulated investment companies
that fail to currently distribute specified percentages of their ordinary
taxable income and capital gain net income (excess of capital gains over capital
losses). The Portfolios intend to make sufficient distributions or deemed
distributions of their ordinary taxable income and any capital gain net income
prior to the end of each calendar year to avoid liability for this excise tax.

A Portfolio will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends and gross sale proceeds paid to any
shareholder (i) who has provided either an incorrect tax identification number
or no number at all, (ii) who is subject to backup withholding by the Internal
Revenue Service for failure to report the receipt of interest or dividend income
properly, or (iii) who has failed to certify to the Fund that he is not subject
to backup withholding or that he is an "exempt recipient."
<PAGE>

Shareholders will be advised annually as to the federal income tax
consequences of distributions made by a Portfolio each year.

The foregoing general discussion of federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the date
of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.

Although each Portfolio expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located or in which it is otherwise deemed to be conducting business, a
Portfolio may be subject to the tax laws of such states or localities.
Shareholders should consult their tax advisors about state and local tax
consequences, which may differ from the federal income tax consequences
described above.

ADDITIONAL INFORMATION CONCERNING SHARES

Each share of a Portfolio has a par value of $.001, represents a pro rata
interest in that Portfolio with each other share of the same class and is
entitled to the dividends and distributions earned on that Portfolio's assets as
are declared in the discretion of the Board of Trustees. The Fund's shareholders
are entitled to one vote for each full share held and proportionate fractional
votes for fractional shares held, and will vote in the aggregate and not by
investment portfolio or class, except where otherwise required by law or as
determined by the Board of Trustees. The Fund does not currently intend to hold
annual meetings of shareholders for the election of trustees (except as required
under the 1940 Act).

Shares of the Fund have noncumulative voting rights and, accordingly, the
holders of more than 50% of the Fund's outstanding shares (irrespective of
Portfolio or class) may elect all of the trustees. Shares have no preemptive
rights and only such conversion and exchange rights as the Board may grant in
its discretion. When issued for payment as described in the Prospectus, shares
will be fully paid and non-assessable by the Fund.

There will normally be no meetings of shareholders for the purpose of
electing trustees unless and until such time as required by law. At that time,
the trustees then in office will call a shareholders meeting to elect trustees.
Except as set forth above, the trustees will continue to hold office and may
appoint successor trustees. The Fund's Declaration of Trust provides that
meetings of the shareholders of the Fund will be called by the trustees upon the
written request of shareholders owning at least 10% of the outstanding shares
entitled to vote.

each investment portfolio affected by such matter. Rule 18f-2 further provides
that an investment portfolio shall be deemed to be affected by a matter unless
the interests of each investment portfolio in the matter are substantially
identical or the matter does not affect any interest of the investment
portfolio. Under the Rule, the approval of an investment advisory agreement, a
distribution plan subject to Rule 12b-1 under the 1940 Act or any change in a
fundamental investment policy would be effectively acted upon with respect to an
investment portfolio only if approved by a majority of the outstanding shares of
such investment portfolio. However, the Rule also provides that the ratification
of the appointment of independent accountants, the approval of principal
underwriting contracts and the election of Trustees may be effectively acted
upon by shareholders of the Fund voting together in the aggregate without regard
to a particular investment portfolio.

The proceeds received by the Portfolios for each issue or sale of its
shares, and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated
to and constitute the underlying assets of that Portfolio. The underlying assets
of the Portfolios will be segregated on the books of account, and will be
charged with the liabilities in respect to that Portfolio and with a share of
the general liabilities of the Fund.

The Fund's Declaration of Trust authorizes the Board of Trustees, without
shareholder approval (unless otherwise required by applicable law), to: (i) sell
and convey the assets belonging to a class of shares to another management
investment company for consideration which may include securities issued by the
purchaser and, in connection therewith, to cause all outstanding shares of such
class to be redeemed at a price which is equal to their net asset value and
which may be paid in cash or by distribution of the securities or other
consideration received from the sale and conveyance; (ii) sell and convert the
assets belonging to one or more classes of shares into money and, in connection
therewith, to cause all outstanding shares of such class to be redeemed at their
net asset value; or (iii) combine the assets belonging to a class of shares with
the assets belonging to one or more other classes of shares if the Board of
Trustees reasonably determines that such combination will not have a material
adverse effect on the shareholders of any class participating in such
combination and, in connection therewith, to cause all outstanding shares of any
such class to be redeemed or converted into shares of another class of shares at
their net asset value. The Board of Trustees may authorize the termination of
any class of shares after the assets belonging to such class have been
distributed to its shareholders.

MISCELLANEOUS

Counsel. The law firm of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017, serves as the Fund's counsel.

Independent Accountants. PricewaterhouseCoopers LLP, 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as the Fund's independent
accountants.

Shareholder Ownership. The name, address and percentage ownership of each
person that on November 29, 1999 owned of record or beneficially 5% or more of

<PAGE>

BlackRock Strategic Portfolio I is as follows: ARMCO Inc., C/O BlackRock
Financial Mgmt, 345 Park Avenue, 29th Floor, New York, NY, 10154, 8.99%;
Federated Dept. Stores, C/O BlackRock Financial Mgmt, 345 Park Avenue, 29th
Floor, New York, NY, 10154, 21.42%; Salaried Pension Plan, Ball Corporation, C/O
BlackRock Financial Mgmt, 345 Park Avenue, 29th Floor, New York, NY, 10154,
6.42%; AMETEK Inc., C/O BlackRock Financial Mgmt, 345 Park Avenue, 29th Floor,
New York, NY, 10154, 5.18%; Defined Contribution Union Camp, C/O BlackRock
Financial Mgmt, 345 Park Avenue, 29th Floor, New York, NY, 10154, 8.04%; Defined
Benefit Union Camp, C/O BlackRock Financial Mgmt, 345 Park Avenue, 29th Floor,
New York, NY, 10154, 18.26%; McCune Charitable Foundation, C/O BlackRock
Financial Mgmt, 345 Park Avenue, 29th Floor, New York, NY, 10154, 6.05%;
Financial Security Assurance, C/O BlackRock Financial Mgmt, 345 Park Avenue,
29/th/ Floor, New York, NY 10154, 5.13%; Alltel Fixed Income Portfolio (ATC),
C/O BlackRock Financial Mgmt, 345 Park Avenue, 29th Floor, New York, NY, 10154,
9.73%.

On November 26, 1999, PNC Bank held of record approximately 71% of the
Fund's outstanding shares, and may be deemed a controlling person of the Fund
under the 1940 Act. PNC Bank is a national bank organized under the laws of the
United States. All of the capital stock of PNC Bank is owned by PNC Bancorp,
Inc. All of the capital stock of PNC Bancorp, Inc. is owned by PNC Bank Corp., a
publicly-held bank holding company.

<PAGE>

Shareholder Approvals. As used in this Statement of Additional Information
and in the Prospectus, a "majority of the outstanding shares" means, with
respect to the approval of a Portfolio's investment advisory agreement or a
change in a fundamental investment limitation, the lesser of (1) 67% of the
shares of that Portfolio represented at a meeting at which the holders of more
than 50% of the outstanding shares of the Portfolio are present in person or by
proxy, or (2) more than 50% of the outstanding shares of that Portfolio.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be directed to BlackRock at 212-754-5560.
<PAGE>

APPENDIX A

Commercial Paper Ratings
- ------------------------

A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the highest rating category used by Standard
and Poor's for commercial paper:

"A-1" - Issue's degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted "A-1+."

Moody's commercial paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the highest rating
category used by Moody's for commercial paper:

"Prime-1" - Issuer or related supporting institutions are considered
to have a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization structures with
moderate reliance on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash generation; and well
established access to a range of financial markets and assured sources of
alternate liquidity.

The highest rating category of Duff & Phelps for commercial paper and
short-term debt is "D-1." Duff & Phelps employs three designations, "D-1+," "D-
1" and "D-1-," within the highest rating category. The following summarizes the
highest rating categories used by Duff & Phelps for commercial paper:

"D-1+" - Debt possesses highest certainty of timely payment. Short-
term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

"D-1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.

"D-1-" - Debt possesses high certainty of timely payment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk
factors are very small.

Fitch short-term ratings apply to debt obligations that are payable on
demand or have original maturities of generally up to three years. The
following summarizes the highest rating category used by Fitch for short-term
obligations:

A-1
<PAGE>

"F-1+" - Securities possess exceptionally strong credit quality.
Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

"F-1" - Securities possess very strong credit quality. Issues
assigned this rating reflect an assurance of timely payment only slightly less
in degree than issues rated "F-1+."

Fitch may also use the symbol "LOC" with its short-term ratings to
indicate that the rating is based upon a letter of credit issued by a commercial
bank.

Thomson BankWatch short-term ratings assess the likelihood of an
untimely or incomplete payment of principal or interest of unsubordinated
instruments having a maturity of one year or less which are issued by United
States commercial banks, thrifts and non-bank banks; non-United States banks;
and broker-dealers. The following summarizes the highest rating used by Thomson
BankWatch:

"TBW-1" - This designation represents Thomson BankWatch's highest
rating category and indicates a very high degree of likelihood that principal
and interest will be paid on a timely basis.

IBCA assesses the investment quality of unsecured debt with an
original maturity of less than one year which is issued by bank holding
companies and their principal bank subsidiaries. The following summarizes the
highest rating category used by IBCA for short-term debt ratings:

"A1+" - Obligations possess a particularly strong credit feature and
are supported by the highest capacity for timely repayment.

"A1" - Obligations are supported by the highest capacity for timely
repayment.

Corporate and Municipal Long-Term Debt Ratings
- ----------------------------------------------

The following summarizes the "investment grade" ratings used by
Standard & Poor's for corporate and municipal debt:

"AAA" - This designation represents the highest rating assigned by
Standard & Poor's to a debt obligation and indicates an extremely strong
capacity to pay interest and repay principal.

"AA" - Debt is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in small
degree.

A-2
<PAGE>

"A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

"BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such issues normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "BBB" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

"r" - This rating is attached to highlight derivative, hybrid, and
certain other obligations that S&P believes may experience high volatility or
high variability in expected returns due to non-credit risks. Examples of such
obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options; and interest
only and principal only mortgage securities. The absence of an "r" symbol should
not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.

The following summarizes the "investment grade" ratings used by Moody's for
corporate and municipal long-term debt:

"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

"Baa" - Bonds considered medium-grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable

A-3
<PAGE>

over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Con. (---) - Bonds for which the security depends upon the completion
of some act or the fulfillment of some condition are rated conditionally. These
are bonds secured by (a) earnings of projects under construction, (b) earnings
of projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

(P) - When applied to forward delivery bonds, indicates that the
rating is provisional pending delivery of the bonds. The rating may be revised
prior to delivery if changes occur in the legal documents or the underlying
credit quality of the bonds.

Note: Those bonds in the Aa, A and Baa groups which Moody's believes
possess the strongest investment attributes are designated by the symbols, Aa1,
A1 and Baa1.

The following summarizes the "investment grade" long-term debt ratings
used by Duff & Phelps for corporate and municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit quality. The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

"AA" - Debt is considered of high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable and greater in periods of
economic stress.

"BBB" - Debt possesses below average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.

To provide more detailed indications of credit quality, the "AA," "A,"
"BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within these major categories.

The following summarizes the highest four ratings used by Fitch for
corporate and municipal bonds:

"AAA" - Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events.

A-4
<PAGE>

"AA" - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated "F-1+."

"A" - Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

"BBB" - Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

To provide more detailed indications of credit quality, the Fitch
ratings from and including "AA" to "BBB" may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major rating
categories.

IBCA assesses the investment quality of unsecured debt with an
original maturity of more than one year which is issued by bank holding
companies and their principal bank subsidiaries. The following summarizes the
"investment grade" rating categories used by IBCA for long-term debt
ratings:

"AAA" - Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk substantially.

"AA" - Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial, such that adverse changes in business, economic or financial
conditions may increase investment risk, albeit not very significantly.

"A" - Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financial conditions may lead
to increased investment risk.

"BBB" - Obligations for which there is currently a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
other categories.

A-5
<PAGE>

IBCA may append a rating of plus (+) or minus (-) to a rating to
denote relative status within major rating categories.

Thomson BankWatch assesses the likelihood of an untimely repayment of
principal or interest over the term to maturity of long term debt and preferred
stock which are issued by United States commercial banks, thrifts and non-bank
banks; non-United States banks; and broker-dealers. The following summarizes the
"investment grade" rating categories used by Thomson BankWatch for long-term
debt ratings:

"AAA" - This designation represents the highest category assigned by
Thomson BankWatch to long-term debt and indicates that the ability to repay
principal and interest on a timely basis is extremely high.

"AA" - This designation indicates a very strong ability to repay
principal and interest on a timely basis with limited incremental risk compared
to issues rated in the highest category.

"A" - This designation indicates that the ability to repay principal
and interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher
ratings.

"BBB" - This designation represents Thomson BankWatch's lowest
investment grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.

PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may
include a plus or minus sign designation which indicates where within the
respective category the issue is placed.

Municipal Note Ratings
- ----------------------

A Standard and Poor's rating reflects the liquidity concerns and
market access risks unique to notes due in three years or less. The following
summarizes the highest rating used by Standard & Poor's Ratings Group for
municipal notes:

"SP-1" - The issuers of these municipal notes exhibit very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics are given a plus (+) designation.

Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade ("MIG") and variable rate demand
obligations are designated Variable Moody's Investment Grade ("VMIG"). Such
ratings recognize the

A-6
<PAGE>

differences between short-term credit risk and long-term risk. The following
summarizes the highest rating by Moody's Investors Service, Inc. for short-term
notes:

"MIG-1"/"VMIG-1" - Loans bearing this designation are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.

Fitch and Duff & Phelps use the short-term ratings described under
Commercial Paper Ratings for municipal notes.

A-7
<PAGE>

APPENDIX B

As stated in the Prospectus, the Portfolios may enter into certain
futures transactions. Such transactions are described in this Appendix.

I. Interest Rate Futures Contracts
-------------------------------

Use of Interest Rate Futures Contracts. Bond prices are established
--------------------------------------
in both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, only a contract is made to purchase or sell a bond in the future
for a set price on a certain date. Historically, the prices for bonds
established in the futures markets have tended to move generally in the
aggregate in concert with the cash market prices and have maintained fairly
predictable relationships. Accordingly, as an example, a Portfolio may use
interest rate futures contracts as a defense, or hedge, against anticipated
interest rate changes. As described below, this would include the use of futures
contract sales to protect against expected increases in interest rates and
futures contract purchases to offset the impact of interest rate declines.

A Portfolio could accomplish a similar result to that which it hopes
to achieve through the use of futures contracts by selling bonds with long
maturities and investing in bonds with short maturities when interest rates are
expected to increase, or conversely, selling short-term bonds and investing in
long-term bonds when interest rates are expected to decline. However, because of
the liquidity that is often available in the futures market, the protection is
more likely to be achieved, perhaps at a lower cost and without changing the
rate of interest being earned by the Portfolio, by using futures contracts.

Description of Interest Rate Futures Contracts. An interest rate
----------------------------------------------
futures contract sale would create an obligation by a Portfolio, as seller, to
deliver the specific type of financial instrument called for in the contract at
a specific future time for a specified price. A futures contract purchase would
create an obligation by a Portfolio, as purchaser, to take delivery of the
specific type of financial instrument at a specific future time at a specific
price. The specific securities delivered or taken, respectively, at settlement
date, would not be determined until at or near that date. The determination
would be in accordance with the rules of the exchange on which the futures
contract sale or purchase was made.

Although interest rate futures contracts by their terms call for
actual delivery or acceptance of securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery
of securities. Closing out a futures contract sale is effected by a Portfolio
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date. If the price
of the sale exceeds the price of the offsetting purchase, the Portfolio is
immediately paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the sale price, the Portfolio pays the

B-1
<PAGE>

difference and realizes a loss. Similarly, the closing out of a futures contract
purchase is effected by the Portfolio entering into a futures contract sale. If
the offsetting sale price exceeds the purchase price, the Portfolio realizes a
gain, and if the purchase price exceeds the offsetting sale price, the Portfolio
realizes a loss.

Interest rate futures contracts are traded in an auction environment
on the floors of several exchanges -- principally, the Chicago Board of Trade,
the Chicago Mercantile Exchange and the New York Futures Exchange. Each
exchange guarantees performance under contract provisions through a clearing
corporation, a nonprofit organization managed by the exchange membership.

A public market now exists in futures contracts covering various
financial instruments including long-term U.S. Treasury Bonds and Notes;
Government National Mortgage Association (GNMA) modified pass-through mortgage
backed securities; three-month U.S. Treasury Bills; and ninety-day commercial
paper. The Portfolios may trade in any interest rate futures contracts for which
there exists a public market, including, without limitation, the foregoing
instruments.

With regard to each Portfolio, the Adviser also anticipates engaging
in transactions, from time to time, in foreign index futures such as the ALL-
ORDS (Australia), CAC-40 (France), TOPIX (Japan) and the FTSE-100 (United
Kingdom).

II. Index Futures Contracts
-----------------------

A securities index assigns relative values to the securities included
in the index, which fluctuates with changes in the market values of the
securities included. Some index futures contracts are based on broad market
indexes, while other futures contracts are based on narrower market indexes
segment. As an example, a Portfolio might sell index futures contracts in order
to offset a decrease in market value of its portfolio securities that might
otherwise result from a market decline. A Portfolio might do so either to hedge
the value of its portfolio as a whole, or to protect against declines, occurring
prior to sales of securities, in the value of the securities to be sold.
Conversely, a Portfolio might purchase index futures contracts in anticipation
of purchases of securities. A long futures position may be terminated without a
corresponding purchase of securities.

In addition, a Portfolio might utilize index futures contracts in
anticipation of changes in the composition of its portfolio holdings.

III. Futures Contracts on Foreign Currencies
---------------------------------------

A futures contract on foreign currency creates a binding obligation on
one party to deliver, and a corresponding obligation on another party to accept
delivery of, a stated quantity of foreign currency, for an amount fixed in U.S.
dollars (or another currency). Foreign currency

B-2
<PAGE>

futures may be used by a Portfolio to hedge against exposure to fluctuations in
exchange rates between different currencies arising from multinational
transactions, as well as for other purposes as described in the Prospectus.

IV. Margin Payments
---------------

Unlike purchase or sales of portfolio securities, no price is paid or
received by a Portfolio upon the purchase or sale of a futures contract.
Initially, a Portfolio will be required to deposit with the broker or segregate
with a custodian an amount of liquid assets known as initial margin, based on
the value of the contract. The nature of initial margin in futures transactions
is different from that of margin in security transactions in that futures
contract margin does not involve the borrowing of funds by the customer to
finance the transactions. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned to the
Portfolio upon termination of the futures contract assuming all contractual
obligations have been satisfied. Subsequent payments, called variation margin,
to and from the broker, will be made on a daily basis as the price of the
underlying instruments fluctuates making the long and short positions in the
futures contract more or less valuable, a process known as marking-to-the-
market. For example, when a particular Portfolio has purchased a futures
contract and the price of the contract has risen in response to a rise in the
underlying instruments, that position will have increased in value and the
Portfolio will be entitled to receive from the broker a variation margin payment
equal to that increase in value. Conversely, where the Portfolio has purchased a
futures contract and the price of the future contract has declined in response
to a decrease in the underlying instruments, the position would be less valuable
and the Portfolio would be required to make a variation margin payment to the
broker. Prior to expiration of the futures contract, the Adviser may elect to
close the position by taking an opposite position, subject to the availability
of a secondary market, which will operate to terminate the Portfolio's position
in the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Portfolio, and the
Portfolio realizes a loss or gain.

V. Risks of Transactions in Futures Contracts
------------------------------------------

There are several risks in connection with the use of futures by a
Portfolio. One risk arises because of the imperfect correlation between
movements in the price of the futures and movements in the price of any
instruments which are the subject of a hedge. The price of the futures may move
more than or less than the price of the instruments being hedged. If the price
of the futures moves less than the price of the instruments which are the
subject of the hedge, the hedge will not be fully effective but, if the price of
the instruments being hedged has moved in an unfavorable direction, the
Portfolio would be in a better position than if it had not hedged at all. If the
price of the instruments being hedged has moved in a favorable direction, this
advantage will be partially offset by the loss on the futures. If the price of
the futures moves more than the price of the hedged instruments, the Portfolio
involved will experience either a loss or gain on the futures which will not be
completely offset by movements in the price of the instruments

B-3
<PAGE>

which are the subject of the hedge. To compensate for the imperfect correlation
of movements in the price of instruments being hedged and movements in the price
of futures contracts, a Portfolio may buy or sell futures contracts in a greater
dollar amount than the dollar amount of instruments being hedged if the
volatility over a particular time period of the prices of such instruments has
been greater than the volatility over such time period of the future, or if
otherwise deemed to be appropriate by the Adviser. Conversely, a Portfolio may
buy or sell fewer futures contracts if the volatility over a particular time
period of the prices of the instruments being hedged is less than the volatility
over such time period of the futures contract being used, or if otherwise deemed
to be appropriate by the Adviser. It is also possible that, where a Portfolio
has sold futures to hedge its portfolio against a decline in the market, the
market may advance and the value of instruments held in the Portfolio may
decline. If this occurred, the Portfolio would lose money on the futures and
also experience a decline in value in its portfolio securities.

When futures are purchased to hedge against a possible increase in the
price of securities or a currency before a Portfolio is able to invest its cash
(or cash equivalents) in an orderly fashion, it is possible that the market may
decline instead; if the Portfolio then concludes not to invest its cash at that
time because of concern as to possible further market decline or for other
reasons, the Portfolio will realize a loss on the futures contract that is not
offset by a reduction in the price of the instruments that were to be purchased.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and any
instruments being hedged, the price of futures may not correlate perfectly with
movement in the cash market due to certain market distortions. Rather than
meeting additional margin deposit requirements, investors may close futures
contracts through off-setting transactions which could distort the normal
relationship between the cash and futures markets. Second, with respect to
financial futures contracts, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced thus producing distortions. Third, from
the point of view of speculators, the deposit requirements in the futures market
are less onerous than margin requirements in the securities market. Therefore,
increased participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market, and because of the imperfect correlation between the movements
in the cash market and movements in the price of futures, a correct forecast of
general market trends or interest rate movements by the adviser may still not
result in a successful hedging transaction over a short time frame.

Positions in futures may be closed out only on an exchange or board of
trade which provides a secondary market for such futures. Although the
Portfolios intend to purchase or sell futures only on exchanges or boards of
trade where there appear to be active secondary markets, there is no assurance
that a liquid secondary market on any exchange or board of trade will exist for
any particular contract or at any particular time. In such event, it may not be
possible to close a futures investment position, and in the event of adverse
price movements, a Portfolio would continue to be required to make daily cash
payments of variation margin.

B-4
<PAGE>

However, in the event futures contracts have been used to hedge portfolio
securities, such securities will not be sold until the futures contract can be
terminated. In such circumstances, an increase in the price of the securities,
if any, may partially or completely offset losses on the futures contract.
However, as described above, there is no guarantee that the price of the
securities will in fact correlate with the price movements in the futures
contract and thus provide an offset on a futures contract.

Further, it should be noted that the liquidity of a secondary market
in a futures contract may be adversely affected by "daily price fluctuation
limits" established by commodity exchanges which limit the amount of fluctuation
in a futures contract price during a single trading day. Once the daily limit
has been reached in the contract, no trades may be entered into at a price
beyond the limit, thus preventing the liquidation of open futures positions.
The trading of futures contracts is also subject to the risk of trading halts,
suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal activity, which could at times make it difficult or
impossible to liquidate existing positions or to recover excess variation margin
payments.

Successful use of futures by a Portfolio is also subject to the
Adviser's ability to predict correctly movements in the direction of the market.
For example, if a particular Portfolio has hedged against the possibility of a
decline in the market adversely affecting securities held by it and securities
prices increase instead, the Portfolio will lose part or all of the benefit to
the increased value of its securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations, if
the Portfolio has insufficient cash, it may have to sell securities to meet
daily variation margin requirements. Such sales of securities may be, but will
not necessarily be, at increased prices which reflect the rising market. A
Portfolio may have to sell securities at a time when it may be disadvantageous
to do so.

The risk of loss in trading futures contracts in some strategies can
be substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit, before any deduction for the
transaction costs, if the contract were closed out. Thus, a purchase or sale of
a futures contract may result in losses in excess of the amount invested in the
contract.

VI. Options on Futures Contracts
----------------------------

A Portfolio may purchase and write options on the futures contracts
described above. A futures option gives the holder, in return for the premium
paid, the right to buy (call) from or sell (put) to the writer of the option a
futures contract at a specified price at any time during the period of the
option. Upon exercise, the writer of the option is obligated to pay the
difference between the cash value of the futures contract and the exercise
price. Like the buyer

B-5
<PAGE>

or seller of a futures contract, the holder, or writer, of an option has the
right to terminate its position prior to the scheduled expiration of the option
by selling, or purchasing an option of the same series, at which time the person
entering into the closing transaction will realize a gain or loss. A Portfolio
will be required to deposit initial margin and variation margin with respect to
put and call options on futures contracts written by it pursuant to brokers'
requirements similar to those described above. Net option premiums received will
be included as initial margin deposits.

Investments in futures options involve some of the same considerations
that are involved in connection with investments in futures contracts (for
example, the existence of a liquid secondary market). In addition, the purchase
or sale of an option also entails the risk that changes in the value of the
underlying futures contract will not correspond to changes in the value of the
option purchased. Depending on the pricing of the option compared to either the
futures contract upon which it is based, or upon the price of the underlying
securities or currencies, an option may or may not be less risky than ownership
of the futures contract or such securities or currencies. In general, the market
prices of options can be expected to be more volatile than the market prices on
the underlying futures contract. Compared to the purchase or sale of futures
contracts, however, the purchase of call or put options on futures contracts may
frequently involve less potential risk to a Portfolio because the maximum amount
at risk is the premium paid for the options (plus transaction costs). The
writing of an option on a futures contract involves risks similar to those risks
relating to the sale of futures contracts.

VII. Other Matters
-------------

Accounting for futures contracts will be in accordance with generally
accepted accounting principles.

B-6
<PAGE>

BLACKROCK FUNDS/SM/
MULTI-SECTOR MORTGAGE SECURITIES PORTFOLIO III
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Item Number Form N-1A, Prospectus
Part A Caption
- ------ -------
<S> <C>
1(a) Cover Page

1(b) Back Cover Page

2 Risk/Return Summary: Investments and Risks

3 Risk/Return Summary: Fee Table

4 Risk/Return Summary: Investments and Risks; Additional Main
Strategies

5 Not Applicable

6 Management

7(a) Purchase and Redemption of Shares; Net Asset Value

7(b),(c) Purchase and Redemption of Shares

7(d) Dividends and Distributions

7(e) Taxes

7(f) Not Applicable

8(a) Not Applicable

8(b) Not Applicable

8(c) Not Applicable

9 Financial Highlights
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Item Number Form N-1A, Statement of Additional
Part B Information Caption
- ------ -------------------
<S> <C>
10 Cover Page

11 The Fund

12 The Fund; Investment Objective and Policies;
Investment Restrictions

13 Trustees and Officers

14 Miscellaneous; Trustees and Officers

15 Investment Advisory, Administration, Distribution
and Servicing Arrangements

16 Investment Advisory, Administration, Distribution
and Servicing Arrangements; Portfolio Transactions

17 Trustees and Officers; Purchase and Redemption
Information; Additional Information Concerning
Shares; Miscellaneous

18 Purchase and Redemption Information: Valuation of
Portfolio Securities

19 Taxes

20 Investment Advisory, Administration, Distribution
and Servicing Arrangements

21 Performance Information

22 Financial Statements
</TABLE>

Part C
- ------

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>

BLACKROCK FUNDS(SM)

THE MULTI-SECTOR MORTGAGE
SECURITIES PORTFOLIO III

This Prospectus relates to Institutional Shares ("Shares") of the
Multi-Sector Mortgage Securities Portfolio III (the Portfolio) of BlackRock
Funds(SM) (the Fund).

The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

PROSPECTUS

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk/return Summary: Investments and Risks............................. 2

Risk/return Summary: Performance Information........................... 8

Risk/return Summary: Fee Table......................................... 9

Additional Strategies................................................... 10

Management.............................................................. 12

Purchase and Redemption of Shares....................................... 13

Net Asset Value......................................................... 15

Dividends and Distributions............................................. 15

Taxes................................................................... 16

Financial Highlights.................................................... 17
</TABLE>

December 6, 1999

<PAGE>

RISK/RETURN SUMMARY: INVESTMENTS AND RISKS

Investment Objective of the Portfolio

The Portfolio's investment objective is to seek to provide a total rate of
return before fees and expenses over rolling twelve-month periods that exceeds
the total return of the Salomon Broad Investment Grade Index over the same
periods by at least 1.60% on an annualized basis.

Main Investment Strategies of the Portfolio

In pursuit of the Portfolio's investment objective, the Portfolio manager
invests primarily in a range of Mortgage-Backed Securities, including senior and
subordinated residential, commercial, multi-family and agricultural mortgage
securities. The Portfolio has a concentration in Mortgage-Backed Securities and
normally invests at least 65% of its total assets in such securities.
Traditionally, Residential Mortgage-Backed Securities were issued by
governmental agencies such as Fannie May, Freddie Mac and Ginnie Mae. The
Portfolio intends to invest in those securities issued by nongovernmental
agencies as well as governmental agencies. The securities in which the
Portfolio may invest include, but are not limited to:

Mortgage-Backed Securities. The Portfolio seeks to achieve its investment
objective by investing in a variety of debt securities whose principal and
interest payments are tied to payments on underlying mortgage loans (Mortgage-
Backed Securities).

Commercial Mortgage-Backed Securities (CMBS) are Mortgage-Backed Securities
related to mortgage loans on income producing commercial and multi-family
properties. CMBS come in different classes that have different risks. The
Portfolio may invest in lower, or junior, classes of CMBS which may have a
rating below investment grade and therefore are riskier investments than higher
rated securities. The Portfolio intends to invest in CMBS issued by private
issuers as well as governmental agencies.

The Portfolio will invest its holdings of CMBS in different types of
industries, properties and geographic regions in order to seek to reduce
risk.

The Portfolio also may invest in Mortgage-Backed Securities which are
related to mortgage loans on residential properties (Residential Mortgage-Backed
Securities) and agricultural properties.

In determining which Mortgage-Backed Securities the Portfolio will
purchase, the Portfolio's investment adviser will consider, among other factors,
the following: characteristics

2
<PAGE>

of the underlying mortgage loan; characteristics of the underlying property,
including diversity of the loan pool, occupancy and leasing, and competitiveness
in the pertinent market; terms of the securities; economic, environmental and
local considerations; deal structure, including historical performance of the
originator, subordination percentages and reserve fund balances; and structural
participants such as administrators and servicers.

U.S. Government and Money Market Securities. In addition to investing in
Mortgage-Backed Securities issued or guaranteed by the U.S. Treasury or agencies
and authorities of the U.S. Government, the Portfolio may invest in U.S.
Treasury and agency securities that are not Mortgage-Backed Securities (U.S.
Government Securities). The Portfolio also may invest in money market
securities during temporary defensive periods and in order to keep cash on hand
fully invested. Except during such temporary defensive periods, the Portfolio
will invest no more than a total of 20% of its net assets in U.S. Government
Securities that are not Mortgage-Backed Securities.

Lower Rated Securities. The Mortgage-Backed Securities in which the
Portfolio may invest may be lower rated subordinated classes. Such securities
are commonly referred to as "junk bonds." These securities have credit
qualities below investment grade and are subject to special risks, including a
greater risk of loss of principal and non-payment of interest. Investment grade
securities are securities rated in the four highest categories by at least one
of the major rating agencies or determined by the portfolio manager to be of
similar quality. Generally, the higher the rating of the bond, the higher the
likelihood that interest and principal payment will be made on time.

Floating Rate and Index Obligations. The Portfolio may invest in debt
securities with interest payments or maturity values that are not fixed, but
float in conjunction with an underlying index or price. These securities may be
backed by U.S. Government or corporate issuers, or by collateral such as
mortgages. The Portfolio may also invest in index securities which pay a fixed
rate of interest but have a maturity value that varies by formula, so that on
maturity a gain or loss is realized.

Ratings of Portfolio Securities. The dollar weighted average credit
quality of the Portfolio will be at least BBB by Standard & Poor's Rating Group
(S&P), Duff & Phelps Inc. (D&P) or Fitch Investor Service (Fitch) or Baa2 by
Moody's Investor Service, Inc. (Moody's). The Portfolio will invest only in
securities that are rated at least B by S&P, D&P or Fitch or B2 by Moody's at
the time of investment. The Portfolio may invest up to 12.5% of its total
assets in securities rated below BB-/Ba3 and up to 25% of its total assets in
securities rated below BBB-/Baa3.

3
<PAGE>

Other Main Strategies. The Portfolio will try to maintain a duration for
its investments of within 20% shorter or longer than the then current duration
of the Salomon Broad Investment Grade Index. Duration is a mathematical
calculation of the average life of a debt security that serves as a measure of
its price risk. Each year of duration represents an expected 1% change in the
price of a security for every 1% change in interest rates. Duration, which
measures price sensitivity to interest rate changes, is not necessarily equal to
average maturity.

The Portfolio may invest in futures, options and interest rate swaps, caps
and floors (commonly known as derivatives) for hedging and to help maintain the
interest rate risk of the Portfolio within the target duration range.

The Portfolio may also, to a limited extent, purchase illiquid securities.

The Portfolio can borrow money to buy additional securities. This practice
is known as "leverage." The Portfolio may borrow from banks or other financial
institutions or through reverse repurchase agreements (under which the Portfolio
sells securities and agrees to buy them back at a particular date and price).
The Portfolio normally may borrow up to 33 1/3% of the value of its total
assets.

The Portfolio may engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. Higher than normal
portfolio turnover may result in increased transaction costs to the Portfolio,
including brokerage commissions, dealer mark-ups and other transaction costs on
the sale of the securities and on reinvestment in other securities. The sale of
portfolio securities may result in the recognition of capital gain or loss.
Given the frequency of sales, such gain or loss will likely be short-term
capital gain or loss. Unlike long-term capital gain, short-term capital gain of
individuals is taxable at the same rates as ordinary income.

The Portfolio may from time to time take temporary defensive positions that
are inconsistent with the Portfolio's principal investment strategies in
response to adverse market, economic, political or other conditions. This may
result in the Portfolio's inability to meet its investment objectives.

When determining what securities to purchase and sell, the portfolio
manager considers the relative risk versus the potential reward of owning a
security. Other factors reviewed when evaluating a security for purchase or
sale, among other things, are the credit, interest rate and prepayment risk, as
well as general market conditions. The portfolio manager also considers how the
purchase or sale will effect the portfolios' duration relative to the benchmark
index and what the relative value of a fixed income sector or sub-sector is
compared to another fixed income sector or sub-sector. In addition, the manager
conducts intense credit analysis and review of each security purchased or sold.

In addition to examining the relative value of the investments, the
investment advisor's approach to investments for the Portfolio includes
interaction with rating agencies, extensive

4
<PAGE>

review of due diligence by underwriters and rating agencies, confirmation of
debt service coverage ratios and stress testing of security cash flows.

Main Risks of Investing in the Portfolio

As with all mutual funds, the loss of money is a risk of investing in the
Portfolio. The following are also some of the risks of investing in the
Portfolio.

Interest Rate Risk. All fixed income securities are subject to the risk
that as interest rates increase, the value of the securities decrease, and as
interest rates decrease, the value of the securities increase. Changes in
interest rates generally affect the values of securities with longer maturities
more than the values of securities with shorter maturities. Mortgage-Backed
Securities may be particularly volatile if interest rates change. Volatility is
defined as the characteristic of a security or a market to fluctuate
significantly in price within a short period of time.

Commercial Mortgage-Backed Securities. Investments in CMBS, especially
lower rated securities, involve the risks of interruptions in the payment of
interest and principal (delinquency) and the potential for loss of principal if
the property underlying the security is sold as a result of foreclosure on the
mortgage (default). These risks include the risks associated with direct
ownership of real estate, such as the effects of general and local economic
conditions on real estate values, the conditions of specific industry segments,
the ability of tenants to make lease payments and the ability of a property to
attract and retain tenants, which in turn may be affected by local conditions
such as oversupply of space or a reduction of available space, the ability of
the owner to provide adequate maintenance and insurance, energy costs,
government regulations with respect to environmental, zoning, rent control and
other matters, and real estate and other taxes. The risks associated with the
real estate industry are even more significant for the Portfolio due to its
concentration in Mortgage-Backed Securities. These risks are heightened in the
case of CMBS related to a relatively small pool of commercial mortgage loans.
In addition, the underlying commercial properties may not be able to continue to
generate cash to meet their expenses due to a variety of economic conditions.
If the underlying borrowers cannot pay their mortgage loans, they may default
and the lenders may foreclose on the property. Finally, the ability of
borrowers to repay the commercial mortgage loans underlying CMBS will typically
depend upon the future availability of financing and the stability of real
estate values.

For most commercial mortgage loans, the only remedy of the lender in the
event of a default is to foreclose upon the property. If borrowers are not able
or willing to pay the principal balance on the loans, there is a good chance
that payments on the related CMBS will not be made. Certain borrowers on
underlying mortgages may become subject to bankruptcy proceedings, in which case
the value of the related CMBS may be hurt.

Junior classes of Mortgage-Backed Securities protect the senior class
investors against losses on the underlying mortgage loans by taking the first
loss if there are liquidations among

5
<PAGE>

the underlying loans. Junior classes generally receive principal and interest
payments only after all required payments have been made to more senior classes.
Because the Portfolio intends to invest in junior classes of CMBS, it may not be
able to recover all of its investment in the securities it purchases. In
addition, if the underlying mortgage portfolio has been overvalued, or if
mortgage values subsequently decline, the Portfolio may suffer significant
losses.

Investments in Mortgage-Backed Securities also carry the risk that
borrowers generally may prepay the principal on the underlying loans at any time
without penalty. To the extent that borrowers prepay their loans, the length of
the loan will be reduced, and the Mortgage-Backed Security related to the loan
will have a lower yield. Loans are more likely to be repaid in periods of low
or declining interest rates and therefore the proceeds are likely to be
reinvested at lower interest rates than during a period of relatively high
interest rates. This may result in a lower return on the Portfolio's
investment. Prepayment rates are influenced by changes in current interest
rates and a variety of economic, geographic, social and other factors.
Prepayments have increased significantly in recent years as borrowers have
refinanced higher interest rate mortgages into lower interest rate mortgages
available in the marketplace.

Residential Mortgage-Backed Securities. Investments in Residential
Mortgage-Backed Securities involve the same risks that affect CMBS discussed
above. The prepayment risk may be heightened for Residential Mortgage-Backed
Securities.

Lower Rated Securities. Generally, lower rated securities (commonly called
"junk bonds") offer a higher return potential than higher rated securities but
involve greater risks. The Portfolio may invest only in securities with a rating
of at least B by S&P, D&P or Fitch or B2 by Moody's at the time of investment.
Securities rated B or B2 by rating agencies can be regarded as having poor
prospects of attaining real investment standing and face uncertainties regarding
payment of principal and interest in times of economic difficulty and have
higher prospects of default than investment grade securities. The rating
assigned by a rating agency evaluates the safety of a non-investment grade
security's principal and interest payments, but does not address market value
risk. Lower rated securities may be less liquid than higher rated securities
and carry substantial risks with respect to their capacity to pay interest and
repay principal. An economic downturn could cause a decline in the price of
these securities because such a downturn could hurt the ability of borrowers
underlying the Mortgage-Backed Securities to make principal and interest
payments. Issuers of lower rated securities are often less financially stable
than issuers of investment grade securities. The markets for these securities
may move up and down significantly and may react strongly to legislative and
regulatory developments. The costs attributable to investing in lower rated
securities are usually higher for several reasons, such as higher investment
research costs and higher transaction costs. In addition, securities rated in
the fourth highest category by the rating agencies are considered investment
grade but they are also considered speculative, meaning that they carry more
risk than higher rated securities and may have problems making principal and
interest payments in difficult economic climates. Investment grade ratings do
not guarantee that bonds will not lose value.

6
<PAGE>

Illiquid Securities. Liquidity of a security refers to the ability to
easily dispose of it and the price to be obtained, and does not necessarily
refer to the likelihood of receipt of principal or interest payments. Illiquid
securities may be worth less than comparable, more liquid investments. The
Portfolio may acquire securities which may be considered illiquid because they
are not registered under the federal securities laws, contractual restrictions
on transfer apply or they are part of a small issue. The Portfolio may purchase
securities offered in private placements or under Rule 144A of the Securities
Act of 1933, which may also be illiquid. If a security is illiquid, the
Portfolio may not be able to dispose of it at the time or price which it would
like.

Derivatives. The Portfolio's use of derivatives may reduce returns and/or
increase volatility.

Non-diversified Status. The Portfolio is a "non-diversified" fund, which
allows it to invest more than 5% of its assets in the obligations of any single
issuer, subject only to certain requirements under tax laws. Because it can
invest in the obligations of a smaller number of issuers, the Portfolio may be
more at risk than a diversified fund to any single economic, political or
regulatory event which harms one or more of those issuers.

General. An investment in the Portfolio is not a deposit of PNC Bank,
National Association or any other bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency.

The Portfolio and the Fund, like any business, could be affected if the
computer systems on which it relies do not properly process information
beginning on January 1, 2000. While Year 2000 issues could have a negative
effect on the Portfolio and the Fund, BlackRock, the Portfolio's investment
adviser, is currently working to avoid such problems. BlackRock is also working
with other service providers and vendors to determine their systems' ability to
handle Year 2000 problems. There is no guarantee, however, that systems will
work properly on January 1, 2000. Year 2000 problems may also hurt issuers
whose securities the Portfolio holds or securities markets generally.

Leverage is a speculative technique which may expose the Portfolio to
greater risk and increase its costs. Increases and decreases in the value of
the Portfolios will be magnified when the Portfolios use leverage. For example,
leverage may cause greater swings in the Portfolio's net asset value. The
Portfolio will also have to pay interest on its borrowings, reducing the
Portfolios return. This interest expense may be greater than the Portfolios
return on the underlying investment.

7
<PAGE>

RISK/RETURN SUMMARY: PERFORMANCE INFORMATION

The chart and table below give you a picture of the Portfolio's long-term
performance. The information shows you how the Portfolio's performance has
varied year by year and provides some indication of the risks of investing in
the Portfolio. As with all such investments, past performance is not an
indication of future results.

As of 12/31
- -----------------------------------------------------------------------------
ANNUAL TOTAL RETURNS/1/
- -----------------------------------------------------------------------------
1994 1995 1996 1997 1998

Best Quarter
Q2'95: 6.321% .754 19.325 6.019 10.624 7.363

Worst Quarter
Q1'96:1.616%

Nine Months
Ended 9/30/99: -0.017%

As of 12/31/98
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS/1/
- -------------------------------------------------------------------------------
Since Inception
1 Year 3 Years 5 Years Inception Date

Multi Sector 7.363% 8.64% N/A 10.29% 10/06/94
Mortgage Securities
Portfolio III
Salomon Broad 8.72% 7.29% 7.30% 9.48%/(2)/ N/A
Investment Grade
Index

(1) The chart and the table both assume reinvestment of dividends and
distributions.
(2) The Salomon Broad Investment Grade Index does not compute returns on a
daily basis. This number reflects returns starting October 1, 1994.

8
<PAGE>

RISK/RETURN SUMMARY: FEE TABLE

Fees and Expenses of the Portfolio

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio
assets)

<TABLE>
<S> <C>
Advisory fees............................................... .25 %
Other expenses.............................................. .36 %
Total Portfolio operating expenses.......................... .61 %
Fee Waivers and Expense Reimbursements (a).................. .24 %
Net Expenses (a)............................................ .37 %
</TABLE>

___________________

(a) BlackRock has contractually agreed to cap the "Other expenses" for the
Portfolio at .12% of average daily net assets and "Total Portfolio operating
expenses" at .37% until December 6, 2000.

Example: This Example is intended to help you compare the cost of
investing in the Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
One Three Five Ten
Year Years Years Years
---- ----- ----- -----
<S> <C> <C> <C> <C>
Multi-Sector Mortgage Securities $ 38 $ 171 $ 316 $ 739
Portfolio III..........................
</TABLE>

9
<PAGE>

ADDITIONAL STRATEGIES

Diversification. The Portfolio will seek to diversify its holdings of CMBS
among different types of industries, properties and geographic regions in order
to seek to reduce risk. Therefore, the Portfolio will not buy a CMBS if:

<TABLE>
<S> <C>
========================================
IMPORTANT DEFINITIONS (a) The purchase would cause more than 10% of the
Portfolio's net assets to be secured by or payable
Portfolio Collateral Pool: The out of cash flow from the same pool of collateral.
Portfolio relies on monthly reports
prepared by the trustee for each of (b) The purchase would cause the Portfolio to own
its CMBS which break out each more than 25% of any one CMBS issue.
mortgage loan remaining in the
collateral pool for each CMBS issue (c) More than 5% of the collateral underlying that
by property type. The percentage issue consists of agricultural and single-family
for each property type is residential properties in the aggregate.
calculated by using scheduled
principal balances of the mortgage In addition, the Portfolio will not, except during any
loans. The Portfolio then three-month period after any month in which its net
multiplies the value of each of its assets have increased by more than 30%, purchase any
CMBS as most recently determined by CMBS if:
these percentages reported for each
property type to produce a picture (a) The purchase would cause more than 25% of the
of the total collateral pool (the Portfolio Collateral Pool to consist of properties
Portfolio Collateral Pool) by located in any one state of the United States.
property type. Note that the
percentages used by the Portfolio (b) The purchase would cause more than 33% of the
in these calculations: Portfolio Collateral Pool to consist of office
* are produced by another party and properties.
not independently verified by the
Portfolio; (c) The purchase would cause more than 20% of the
* are only updated once a month; and Portfolio Collateral Pool to consist of hotel or
* are based on the outstanding motel properties.
principal amounts, rather than the
market values, of the underlying (d) The purchase would cause more than 75% of the
mortgage loans. Portfolio Collateral Pool to consist of any one of
multi-family, cooperative, industrial and warehouse,
Property Type: The collateral retail and shopping mall, mobile home park, nursing
underlying each CMBS is classified home and senior living center or hospital properties.
from descriptions of each mortgage
loan provided by the underwriter or (e) The purchase would cause more than 50% of the
trustee by property type and Portfolio's net assets to be invested in CMBS relating
reported to the Portfolio. These to a single property.
property types currently are broken
out as follows:
* multi-family properties and
cooperative apartments;
* industrial and warehouse
properties;
* office buildings;
* retail space and shopping malls;
* hotels and motels;
* nursing homes and senior living
centers;
* restaurants and other franchise
businesses;
* hospitals;
* mobile home parks;
* self-storage centers;
* mixed retail and office
properties; and
* agricultural properties.
========================================
- ----------------------------------------
</TABLE>

10
<PAGE>

In applying the above diversification limits, securities that are backed by
the same collateral pool are treated as a single issue.

Ratings of Portfolio Securities. The dollar weighted average credit quality
of the Portfolio will not be less than BBB by S&P, D&P or Fitch or Baa2 by
Moody's. U.S. Government Securities are assigned an AAA (or Aaa) rating. In
addition:

1. The Portfolio will invest only in securities that are rated at least B
by S&P, D&P or Fitch or B2 by Moody's at the time of investment.

2. The Portfolio will invest only in securities (other than U.S.
Government Securities) rated by at least one of the foregoing
organizations at the time of investment.

3. The Portfolio may invest up to 12.5% of its total assets in securities
rated below BB-/Ba3.

4. The Portfolio may invest up to 25% of its total assets in securities
rated below BBB-/Baa3.

In the case of short-term money market instruments and short-term
commingled funds, the applicable rating requirement will be A2/P2. Split rated
securities will be accounted for at the lower rating.

If any security held by the Portfolio is downgraded such that the Portfolio
would not be able at that time to make an investment in such security, then the
Portfolio will sell such security within 30 days after such downgrade.

Additional Information About Strategies. The Portfolio may purchase
securities offered in private placements and under Rule 144A of the Securities
Act of 1933. These securities may be illiquid. The Portfolio will invest no
more than 15% of its net assets in illiquid securities. The portfolio manager
monitors the Portfolio's investments in illiquid securities to ensure that such
investments will not exceed 15% of its net assets.

The Portfolio may also invest in collateralized mortgage obligations, real
estate mortgage investment conduits and adjustable rate mortgages.

Percentage Limitations. For the purposes of the foregoing investment
strategies and related percentage limitations (aside from investments in
illiquid securities, which may not at any time exceed 15% of the Portfolio's net
assets), if the Portfolio's asset composition exceeds 110% of a percentage
limitation for any reason, the Portfolio will take such actions as may be
necessary so that within 60 days after the occurrence of such excess the
relevant percentage limitation is again satisfied.

11
<PAGE>

MANAGEMENT

Adviser

BlackRock Financial Management, Inc. (BlackRock or the Adviser) serves as
investment adviser to the Portfolio. BlackRock is an indirect majority-owned
subsidiary of PNC Bank Corp. BlackRock (formerly BlackRock Financial Management
L.P.) was organized in 1988. The principal business address of BlackRock is 345
Park Avenue, New York, New York 10154. BlackRock provides asset management
services with respect to U.S. and foreign fixed income instruments. As adviser,
BlackRock is responsible for the day-to-day management of the Portfolio, and
generally makes all purchase and sale decisions regarding the investments made
by the Portfolio. BlackRock also provides research and credit analysis as well
as certain other services.

Keith Anderson and Mark S. Warner are the persons primarily responsible for
the day-to-day management of the Portfolio's investments.

Keith Anderson is a Managing Director, Chief Investment Officer, Fixed Income
and Co-head of the Fixed Income Operating Committee at BlackRock. In addition,
Mr. Anderson co-chairs the Investment Strategy Group and he is a member of the
firm's Management Committee. Mr. Anderson has primary responsibility for
managing client portfolios and for acting as a specialist in the government and
mortgage sectors. His areas of expertise include Treasuries, agencies, futures,
options, swaps and a wide range of traditional and non-traditional mortgage
securities. Mr. Anderson founded BlackRock in 1988 and has been a co-manager of
the Portfolio since its inception.

Mark S. Warner, CFA, is a Director of BlackRock with primary responsibility
for managing client portfolios. Mr. Warner specializes in investing in the
commercial mortgage and non-agency residential mortgage sectors. Mr. Warner has
been a co-manager of the Portfolio since July 1996. Prior to joining BlackRock
in 1993, Mr. Warner was a Director in the Capital Markets Unit of the Prudential
Mortgage Capital Company. Mr. Warner joined the Prudential Mortgage Capital
Company in 1987.

For the services provided and expenses assumed by it, BlackRock is entitled
to receive from the Portfolio a fee computed daily and payable monthly at an
annualized rate of .25% of the Portfolio's average daily net assets. For the
fiscal year ended September 30, 1998, the aggregate advisory fees paid by the
Portfolio to BlackRock as a percentage of average daily net assets were .22%.
BlackRock may waive a portion of its advisory fee.

The Adviser has advised the Fund that it will cap the Portfolio's expenses
(other than advisory fees) at no more than .12% of average net assets until
December 6, 2000.

12
<PAGE>

Since its commencement of operations, the Portfolio has paid investment
advisory fees at the annual rate of .25% of the Portfolio's average daily net
assets.

Administrators

BlackRock Advisors, Inc., whose principal business address is 345 Park
Avenue, New York, New York 10154 and PFPC Inc. (PFPC), whose principal business
address is 400 Bellevue Parkway, Wilmington, Delaware 19809 serve as the Fund=s
co-administrators. BlackRock Advisors, Inc. is an indirect majority-owned, and
PFPC is an indirect wholly-owned, subsidiary of PNC Bank Corp.

The Administrators generally assist the Fund in all aspects of its
administration and operation, including matters relating to the maintenance of
financial records and fund accounting.

Under the Administration Agreement, the Fund pays to BAI and PFPC on behalf
of the Portfolio a fee, computed daily and payable monthly, at an aggregate
annual rate of (i) .085% of the first $500 million of the Portfolio's average
daily net assets, .075% of the next $500 million of the Portfolio's average
daily net assets and .065% of the average daily net assets of the Portfolio in
excess of $1 billion and (ii) .145% of the first $500 million of average daily
net assets allocated to shares of the Portfolio, .135% of the next $500 million
of such average daily net assets and .125% of the average daily net assets
allocated to shares of the Portfolio in excess of $1 billion.

Transfer Agent, Dividend Disbursing Agent and Custodian

PFPC Trust Company, whose principal business address is 1600 Market Street,
Philadelphia, PA 19103, serves as the Fund's custodian and PFPC serves as the
Fund's transfer agent and dividend disbursing agent.

PURCHASE AND REDEMPTION OF SHARES

Distributor

Shares of the Portfolio are offered on a continuous basis for the Fund by the
distributor, BlackRock Distributors, Inc. The Distributor is a registered
broker/dealer with principal offices at Four Falls Corporate Center, 6th Floor,
West Conshohocken, PA 19428-2961. The Distributor is a wholly-owned subsidiary
of Provident Distributors, Inc. ("PDI"). A majority of the outstanding stock of
PDI is owned by its officers.

13
<PAGE>

Purchase of Shares

Shares of the Portfolio are offered without a sales load on a continuous
basis to institutions at the net asset value per share of the Portfolio next
computed after an order and payment are received in proper form by PFPC.
Dividends will commence accruing on that day. Shares may be purchased on any
Business Day. A "Business Day" is any weekday that the New York Stock Exchange
(the "NYSE") is open for business. Purchase orders may be transmitted by
telephoning PFPC at (800) 441-7379. The Fund may in its discretion reject any
order for Shares.

Payment for Shares may be made only in Federal funds or other funds
immediately available to the Fund's custodian. Normally, payments for Shares
should be received by PFPC no later than 12:00 Noon (Eastern Time). The minimum
initial investment by an institution is $50 million. There is no minimum
subsequent investment.

Redemption of Shares

Redemption orders may be transmitted to PFPC by telephone at (800) 441-7379.
Shares are redeemed at the net asset value per share of the Portfolio next
determined after PFPC's receipt of the redemption request in proper order, and
dividends will not accrue after the day on which the redemption is effectuated.
The Fund, the Administrators and the Distributor will employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
The Fund and its service providers will not be liable for any loss, liability,
cost or expense for acting upon telephone instructions that are reasonably
believed to be genuine in accordance with such procedures.

The date on which a redemption request is received will be the redemption
date unless the redemption request specifies a particular date in the future for
its effectiveness. The Fund has elected to be governed by Rule 18f-1 under the
1940 Act so that the Portfolio is obligated to redeem its shares solely in cash
up to the lesser of $250,000 or 1% of its net asset value during any 90-day
period for any one shareholder of the Portfolio. Redemption requests in excess
of $250,000 by any single shareholder made within any three-month period may be
paid in kind and will be paid in kind if the redeeming shareholder so requests
and such payment will not adversely affect other shareholders. Shareholders who
receive redemptions in kind will incur additional expense and delay in disposing
of such securities and the value of such securities may decline during the
disposition period.

Payment of the redemption price will ordinarily be wired to the shareholder's
bank within seven days of receipt of the redemption request. Redemption proceeds
will be sent by wire only to the bank named on the shareholder's application
form. A shareholder may change the wire instructions on the application form by
writing to PFPC with an appropriate signature guarantee.

14
<PAGE>

During periods of substantial economic or market change, telephone
redemptions may be difficult to complete. If an Institution is unable to
contact PFPC by telephone, the Institution may also mail the redemption request
to PFPC at 400 Bellevue Parkway, Wilmington, DE 19809.

The Fund may suspend the right of redemption or postpone the date of payment
upon redemption (as well as suspend the recordation of the transfer of Shares)
if trading is halted or restricted on the NYSE or under other emergency
conditions. The Fund may also redeem Shares involuntarily or make payment for
redemption in securities (some of which may not be liquid) or other property if
it appears appropriate to do so in light of the Fund's responsibilities under
the 1940 Act.

NET ASSET VALUE

The net asset value for the Portfolio is calculated as of the close of
trading on the NYSE (currently 4:00 p.m. Eastern Time) on each Business Day by
adding the value of all its securities, cash and other assets, subtracting the
liabilities and dividing by the total number of Shares outstanding. The net
asset value per Share of the Portfolio is determined independently of the Fund's
other portfolios. Net asset value will not be calculated on days the NYSE is
not open for business.

The value of securities held by the Portfolio is based upon market quotations
or, if market quotations are not readily available, the securities are valued at
fair value as determined in good faith by or under the direction of the Fund's
Board of Trustees. The Portfolio may use a pricing service, bank or
broker/dealer experienced in such matters to value the Portfolio's securities.

DIVIDENDS AND DISTRIBUTIONS

The Portfolio will distribute substantially all of its net investment income
and net capital gain, if any, to shareholders. For dividend purposes, the
Portfolio's investment income available for distribution to holders of
Institutional Shares is reduced by accrued expenses directly attributable to the
Portfolio and the general expenses of the Fund prorated to the Portfolio on the
basis of its relative net assets. All distributions are reinvested at net asset
value in the form of additional full and fractional Shares of the Portfolio
unless an Institution elects otherwise. Such election, or any revocation
thereof, must be made in writing to PFPC, and will become effective with respect
to dividends paid after its receipt by PFPC. The net investment income of the
Portfolio is declared daily. All such dividends are paid not later than ten
days after the end of each month and within seven days after redemption of all
of a shareholder's Shares in the Portfolio. Net capital gain, if any, will be
distributed by the Portfolio at least annually.

15
<PAGE>

TAXES

The following discussion is only a brief summary of some of the important tax
considerations generally affecting the Portfolio and its shareholders and is not
intended as a substitute for careful tax planning. Accordingly, investors in
the Portfolio should consult their tax advisers with specific reference to their
own tax situation.

The Portfolio will elect to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Portfolio qualifies for this tax treatment, it generally will be relieved of
Federal income tax on amounts distributed to shareholders, but shareholders,
unless otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that are treated as a return of capital),
regardless of whether such distributions are paid in cash or reinvested in
additional Shares.

Distributions paid out of the "net capital gain" (the excess of its net long-
term capital gain over net short-term capital loss), if any, of the Portfolio
will be taxed to shareholders as long-term capital gain, regardless of the
length of time a shareholder has held his Shares and whether such gain was
reflected in the price paid for the Shares. All other distributions, to the
extent they are taxable, are taxed to shareholders as ordinary income.

The Fund will send written notices to shareholders annually regarding the tax
status of distributions made by the Portfolio. Dividends declared in December
of any year payable to shareholders of record on a specified date in December
will be deemed to have been received by the shareholders on December 31 of such
year, provided the dividends are paid during January of the following year.

A taxable gain or loss may be realized by a shareholder upon the redemption,
transfer or exchange of Portfolio Shares depending upon the tax basis of such
Shares and their price at the time of redemption, transfer or exchange.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in the Portfolio.
Shareholders are urged to consult their tax advisers concerning the application
of state and local income taxes to investments in the Fund which may differ from
the Federal income tax consequences described above. Shareholders who are
nonresident alien individuals, foreign trusts or estates, foreign corporations
or foreign partnerships may be subject to different U.S. Federal income tax
treatment and should consult their tax advisers.

16
<PAGE>

FINANCIAL HIGHLIGHTS

The Portfolio commenced investment operations on October 6, 1994 as a
separate investment portfolio (the Predecessor Portfolio) of The BFM
Institutional Trust Inc., which was organized as a Maryland corporation. On
April 26, 1996, the assets and liabilities of the Predecessor Portfolio were
transferred to the Portfolio, which had no prior operating history. The
Predecessor Portfolio also received investment advisory services from BlackRock.

The following financial information shows the Portfolio's performance for the
periods indicated, has been derived from the financial statements incorporated
by reference into the Statement of Additional Information and has been audited
by the Portfolio's independent accountants, PricewaterhouseCoopers LLP. Certain
information reflects results for a single share. The term "Total Investment
Return" indicates how much your investment would have increased or decreased
during this period of time and assumes reinvestment of all dividends and
distributions. Additional information about the performance of the Portfolio,
including the auditor's report, is contained in the Portfolio's annual report.
Both the Statement of Additional Information and the Portfolio's annual report
may be obtained from the Fund free of charge by calling (800) 441-7764. During
the period shown, the Portfolio offered one class of shares to institutional
investors.

17
<PAGE>

<TABLE>
<CAPTION>
The Multi-Sector
Mortgage Securities
Portfolio III
-----------------------------------------------------------------------------------
Nine October 6,
Six Months Months 1994(a)
Year Ended Year Ended Year Ended Ended Ended Through
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Mar. 31, June 30,
1999 1998 1997 1996 1996 1995
------------ ----------- ------------ -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of
period........................... $ 1,056.37 $ 1,056.37 $ 1,016.08 $ 1,019.41 $ 1,068.11 $ 1,000.00
---------- ---------- ---------- ---------- ---------- ----------
Net investment income............ 66.88 74.41 73.74 38.33 61.37 55.81
Net realized and unrealized gain
(loss) on investments.......... (63.20) 15.26 49.82 (3.33) (9.06) 68.11
---------- ---------- ---------- ---------- ---------- ----------
Net increase from investment
operations.................. 3.68 89.67 123.56 35.00 52.31 123.92
---------- ---------- ---------- ---------- ---------- ----------
Dividends from net investment
income........................... (66.88) (74.41) (73.74) (38.33) (61.37) (55.81)
Distributions from net realized
capital gains.................... (87.44) (15.26) (9.53) -- (39.64) --
---------- ---------- ---------- ---------- ---------- ----------
Total dividends and
distributions................. (154.32) (89.67) (83.27) (38.33) (101.01) (55.81)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of period.... $ 905.73 $ 1,056.37 $ 1,056.37 $ 1,016.08 $ 1,019.41 $ 1,068.11
========== ========== ========== ========== ========== ==========
Total Return 0.51% 9.06% 12.67% 3.53% 5.02% 12.78%

Ratios /Supplemental Data:
Net assets, end of period (in
thousands)....................... $ 52,855 $ 46,600 $ 121,251 $ 121,738 $ 117,569 $ 112,810
Ratio of expenses to average net
assets........................... 0.37% 0.37% 0.37% 0.37%(b) 0.37%(b) 0.37%(b)
Ratio of expenses to average net
assets (excluding waivers)....... 0.57% 0.61% 0.62% 0.51%(b) 0.37%(b) 0.45%(b)
Ratio of net investment income to
average net assets............... 7.00% 7.28% 7.13% 7.60%(b) 7.77%(b) 7.54%(b)
Ratio of net investment income to
average net assets (excluding
waivers)......................... 6.80% 7.04% 6.88% 7.45%(b) 7.76%(b) 7.46%(b)
Portfolio turnover rate........... 76% 11% 52% 24% 119% 215%
</TABLE>

(a) Commencement of investment operations.

18
<PAGE>

(b) Annualized.

19
<PAGE>

A Statement of Additional Information (SAI) includes additional information
about the Portfolio. Additional information about the Portfolio's investments is
available in the Fund's annual and semi-annual reports to shareholders. In the
Fund's annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected the Portfolio's performance
during its last fiscal year. The current SAI and the Fund's annual and semi-
annual reports to shareholders may be obtained free of charge from the Fund by
calling (800) 441-7762. Shareholder inquiries also may be made at this number.
The SAI, as it may be supplemented from time to time, is incorporated by
reference in this Prospectus. Information about the Fund (including the SAI) can
be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
Information on the operation of the public reference room may be obtained by
calling the SEC at 202-942-8090. Reports and other information about the Fund
are available on the SEC's Internet site at http://www.sec.gov and copies of
this information may be obtained, upon payment of duplicating fee by electronic
request at the following E-mail address: [email protected], or, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.

Investment Adviser

BlackRock Financial Management, Inc.
New York, New York

Co-Administrator
BlackRock Advisors, Inc.
New York, New York

Co-Administrator and Transfer Agent
PFPC Inc.
Wilmington, Delaware

Distributor
BlackRock Distributors, Inc.
West Conshohocken, Pennsylvania

Counsel
Simpson Thacher & Bartlett
New York, New York

Independent Accountants
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

Investment Company Act
File No. 811-05742

The Multi-Sector
Mortgage
Securities
Portfolio III

Institutional
Class

Prospectus

December 6, 1999
<PAGE>

BLACKROCK FUNDS(SM)

STATEMENT OF ADDITIONAL INFORMATION

MULTI-SECTOR MORTGAGE SECURITIES PORTFOLIO III

This Statement of Additional Information provides supplementary information
pertaining to Institutional Shares ("Shares") representing interests in the
Multi-Sector Mortgage Securities Portfolio III (the "Portfolio") of BlackRock
Funds(SM) (the "Fund"). This Statement of Additional Information is not a
prospectus, and should be read only in conjunction with the Prospectus of the
Fund relating to the Portfolio dated December 6, 1999, as amended from time to
time (the "Prospectus"). The Prospectus may be obtained from the Fund's
distributor by calling toll-free (800) 441-7764. This Statement of Additional
Information is dated December 6, 1999. Capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the
Prospectus.

FINANCIAL STATEMENTS

Shareholders will receive unaudited semi-annual financial statements
and annual financial statements audited by independent accountants. Shareholder
inquiries should be addressed to the Fund c/o PFPC, P.O. Box 8950, Wilmington,
Delaware 19885-9628, toll-free (800) 441-7764 (in Delaware call collect (302)
791-1104).

The audited financial statements for the Portfolio contained in its
Annual Report to Shareholders for the period ended September 30, 1999 (the A1999
Annual Report") are incorporated by reference in this Statement of Additional
Information. No other parts of the 1999 Annual Report are incorporated by
reference herein. The financial statements included in the 1999 Annual Report
have been audited by the Fund's independent accountant, PricewaterhouseCoopers
LLP, except for the financial statements and financial highlights covering the
periods ended March 31, 1996 and June 30, 1995 which have been audited by other
auditors. The report of PricewaterhouseCoopers LLP is incorporated herein by
reference. Such financial statements have been incorporated herein in reliance
upon such report given upon their authority as experts in accounting and
auditing. Additional copies of the Annual Report may be obtained at no charge by
telephoning the Distributor at the telephone number appearing on the front page
of this Statement of Additional Information.

The financial statements included in the 1999 Annual Report for the
period from October 6, 1994 through June 30, 1995 and for the nine month period
ended March 31, 1996 have been audited by the former independent accountants of
the Predecessor Portfolio, Deloitte & Touche, L.L.P., whose report thereon is
also incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance on the reports of
PricewaterhouseCoopers LLP, and Deloitte & Touche, L.L.P. given upon their
authority as experts in accounting and auditing.
<PAGE>

CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
FINANCIAL STATEMENTS.......................................................... 1
THE FUND...................................................................... 2
INVESTMENT OBJECTIVE AND POLICIES............................................. 3
INVESTMENT RESTRICTIONS....................................................... 23
TRUSTEES AND OFFICERS......................................................... 24
INVESTMENT ADVISORY, ADMINISTRATION, DISTRIBUTION AND SERVICING ARRANGEMENTS.. 30
PORTFOLIO TRANSACTIONS........................................................ 34
PURCHASE AND REDEMPTION INFORMATION........................................... 36
VALUATION OF PORTFOLIO SECURITIES............................................. 37
PERFORMANCE INFORMATION....................................................... 37
TAXES......................................................................... 43
ADDITIONAL INFORMATION CONCERNING SHARES...................................... 46
MISCELLANEOUS................................................................. 47
</TABLE>

THE FUND

The Fund was organized as a Massachusetts business trust on December 22,
1988 and is registered under the Investment Company Act of 1940 (the "1940 Act")
as an open-end management investment company. Effective January 31, 1998, the
Fund changed its name from Compass Capital Funds(SM) to BlackRock Funds(SM). The
Portfolio originally commenced operations on October 6, 1994 as a separate
investment portfolio (the "Predecessor Portfolio") of The BFM Institutional
Trust Inc., which was organized as a Maryland corporation. On April 26, 1996 the
assets and liabilities of the Predecessor Portfolio were transferred to the
Portfolio, which had no prior operating history. The Declaration of Trust
authorizes the Board of Trustees to classify and reclassify any unissued shares
into one or more classes of shares. Pursuant to such authority, the Board of
Trustees has authorized the issuance of an unlimited number of shares in 40
investment portfolios. For information concerning these other portfolios contact
the distributor at (800) 441-7762.

-2-
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

For a description of the objective and policies of the Portfolio, see
"Risk/Return Summary: Investments and Risks" and "Additional Main Strategies" in
the Prospectus. In accordance with the applicable provisions of the 1940 Act,
the Portfolio will maintain with its custodian a segregated account of liquid
assets to the extent the Portfolio's obligations require segregation from the
use of investment practices listed below. The following information is provided
for those investors desiring information in addition to that contained in the
Prospectus.

Mortgage-Backed Securities

Commercial Mortgage-Backed Securities

Commercial Mortgage-Backed Securities are generally multi-class debt or
pass-through securities backed by a mortgage loan or pool of mortgage loans
secured by commercial property, such as industrial and warehouse properties,
office buildings, retail space and shopping malls, multi-family properties and
cooperative apartments, hotels and motels, nursing homes, hospitals, senior
living centers and agricultural property. Unlike most single family residential
mortgages, commercial real property loans often contain provisions which
substantially reduce the likelihood that such securities will be prepaid. The
provisions generally impose significant prepayment penalties on loans and, in
some cases, there may be prohibitions on principal prepayments for several years
following origination. This difference in prepayment exposure is significant due
to extraordinarily high levels of refinancing of traditional residential
mortgages experienced over the past years. Assets underlying Commercial
Mortgage-Backed Securities may relate to only a few properties or to a single
property. See "Risk Factors Relating to Mortgage-Backed Securities."

Commercial Mortgage-Backed Securities have been issued in public and
private transactions by a variety of public and private issuers. Non-
governmental entities that have issued or sponsored Commercial Mortgage-Backed
Securities offerings include owners of commercial properties, originators of and
investors in mortgage loans, savings and loan associations, mortgage banks,
commercial banks, insurance companies, investment banks and special purpose
subsidiaries of the foregoing. The Portfolio may from time to time purchase
Commercial Mortgage-Backed Securities directly from issuers in negotiated
transactions or from a holder of such Commercial Mortgage-Backed Securities in
the secondary market.

Commercial Mortgage-Backed Securities generally are structured to protect
the senior class investors against potential losses on the underlying mortgage
loans. This is generally provided by the subordinated class investors, which may
be included in the Portfolio, by taking the first loss if there are defaults on
the underlying commercial mortgage loans. Other protection, which may benefit
all of the classes, including the subordinated classes in which the Portfolio
intends to invest, may include issuer guarantees, reserve funds, additional
subordinated securities, cross-collateralization, over-collateralization and the
equity investors in the underlying properties.

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<PAGE>

By adjusting the priority of interest and principal payments on each class
of a given Commercial Mortgage-Backed Security, issuers are able to issue senior
investment grade securities and lower rated or non-rated subordinated securities
tailored to meet the needs of sophisticated institutional investors. In general,
subordinated classes of Commercial Mortgage-Backed Securities are entitled to
receive repayment of principal only after all required principal payments have
been made to more senior classes and have subordinate rights as to receipt of
interest distributions. Such subordinated classes are subject to a substantially
greater risk of nonpayment than are senior classes of Commercial Mortgage-Backed
Securities. Even within a class of subordinate securities, most Commercial
Mortgage-Backed Securities are structured with a hierarchy of levels (or "loss
positions"). Loss positions are the order in which non-recoverable losses of
principal are applied to the securities within a given structure. For instance,
a first loss subordinate security will absorb any principal losses before any
higher loss position subordinate security. This type of structure allows a
number of classes of securities to be created with varying degrees of credit
exposure, prepayment exposure and potential total return.

Subordinated classes of Commercial Mortgage-Backed Securities have more
recently been structured to meet specific investor preferences and issuer
constraints and have different priorities for cash flow and loss absorption. As
previously discussed, from a credit perspective, they are structured to absorb
any credit-related losses prior to the senior class. The principal cash flow
characteristics of subordinated classes are designed to be among the most stable
in the Mortgage-Backed Securities market, the probability of prepayment being
much lower than with traditional Residential Mortgage-Backed Securities. This
characteristic is primarily due to the structural feature that directs the
application of principal payments first to the senior classes until they are
retired before the subordinated classes receive any prepayments. While this
serves to enhance the credit protection of the senior classes, it produces
subordinated classes with more stable average lives. Subject to the applicable
provisions of the 1940 Act, there are no limitations on the classes of
Commercial Mortgage-Backed Securities in which the Portfolio may invest.
Accordingly, in certain circumstances, the Portfolio may recover proportionally
less of its investment in a Commercial Mortgage-Backed Security than the holders
of more senior classes of the same Commercial Mortgage-Backed Security.

The rating assigned to a given issue and class of Commercial Mortgage-
Backed Securities is a product of many factors, including the structure of the
security, the level of subordination, the quality and adequacy of the
collateral, and the past performance of the originators and servicing companies.
The rating of any Commercial Mortgage-Backed Security is determined to a
substantial degree by the debt service coverage ratio (i.e., the ratio of
current net operating income from the commercial properties, in the aggregate,
to the current debt service obligations on the properties) and the LTV ratio of
the pooled properties. The amount of the securities issued in any one rating
category is determined by the rating agencies after a rigorous credit rating
process which includes analysis of the issuer, servicer and property manager, as
well as verification of the LTV and debt service coverage ratios. LTV ratios may
be particularly important in the case of commercial mortgages because most
commercial mortgage loans provide that the lender's sole remedy in the event of
a default is against the mortgaged property, and the lender is not permitted to
pursue remedies with respect to other assets of the borrower.

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<PAGE>

Accordingly, loan-to-value ratios may, in certain circumstances, determine the
amount realized by the holder of the Commercial Mortgaged-Backed Security.

Residential Mortgage-Backed Securities

The Portfolio also expects to invest in Residential Mortgage-Backed
Securities that are Mortgage-Backed Securities representing participation
interests in pools of single-family residential mortgage loans originated by
private mortgage originators. Traditionally, Residential Mortgage-Backed
Securities were issued by governmental agencies such as Fannie Mae, Freddie Mac
and Ginnie Mae. The Portfolio intends to invest in those securities issued by
nongovernmental agencies as well as governmental agencies. Nongovernmental
entities that have issued or sponsored Residential Mortgage-Backed Securities
offerings include savings and loan associations, mortgage banks, insurance
companies, investment banks and special purpose subsidiaries of the foregoing.
Residential Mortgage-Backed Securities, similar to Commercial Mortgage-Backed
Securities, have been issued using a variety of structures, including multi-
class structures featuring senior and subordinated classes.

While single-family residential loans do not typically have prepayment
penalties or restrictions, as commercial mortgage loans often do, Residential
Mortgage-Backed Securities are often structured so that subordinated classes may
be locked out of prepayments for a period of time. However, in a period of
extremely rapid prepayments, during which senior classes may be retired faster
than expected, the subordinated classes may receive unscheduled payments of
principal and would have average lives that, while longer than the average lives
of the senior classes, would be shorter than originally expected.

Mortgage-Related Securities Issued by U.S. Government Agencies and
Instrumentalities.

The Portfolio may invest in Mortgage-Backed Securities issued by agencies
or instrumentalities of the U.S. Government including GNMA, FNMA and FHLMC. The
U.S. Government or the issuing agency guarantees the payment of interest and
principal on these securities. However, the guarantees do not extend to the
securities' yield or value, nor do the guarantees extend to the yield or value
of the Portfolio's shares. These securities are in most cases Apass-through"
instruments, through which the holder receives a share of all interest and
principal payments from the mortgages underlying the security, net of certain
fees.

GNMA Certificates. GNMA is a wholly-owned corporate instrumentality of the
United States within the Department of Housing and Urban Development. The
National Housing Act of 1934, as amended (the "Housing Act"), authorized GNMA to
guarantee the timely payment of the principal of and interest on certificates
that are based on and backed by a pool of mortgage loans insured by the Federal
Housing Administration under the Housing Act, or Title V of the Housing Act of
1949 ("FHA Loans"), or guaranteed by the Veterans' Administration under the
Servicemen's Readjustment Act of 1944, as amended ("VA Loans"), or by pools of
other eligible mortgage loans. The Housing Act provides that the full faith and
credit of the U.S. Government is pledged to the payment of all amounts that may
be required to be paid under the guarantee. In

-5-
<PAGE>

order to meet its obligations under such guarantee, GNMA is authorized to borrow
from the U.S. Treasury with no limitations as to amount.

The GNMA certificates will represent a pro-rata interest in one or more
pools of the following types of mortgage loans: (i) fixed rate level payment
mortgage loans; (ii) fixed rate graduated payment mortgage loans; (iii) fixed
rate growing equity mortgage loans; (iv) fixed rate mortgage loans secured by
manufactured (mobile) homes; (v) mortgage loans on multi-family residential
properties under construction; (vi) mortgage loans on completed multi-family
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to
reduce the borrower's monthly payments during the early years of the mortgage
loans ("buydown" mortgage loans); (viii) mortgage loans that provide for
adjustments in payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed serial notes. All
of these mortgage loans will be FHA Loans or VA Loans and, except as otherwise
specified above, will be fully-amortizing loans secured by first liens on one-to
four-family housing units.

FNMA Certificates. FNMA is a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act. FNMA was originally established in 1938 as a U.S.
Government agency to provide supplemental liquidity to the mortgage market and
was transformed into a stockholder owned and privately managed corporation by
legislation enacted in 1968. FNMA provides funds to the mortgage market
primarily by purchasing home mortgage loans from local lenders, thereby
replenishing their funds for additional lending. FNMA acquires funds to purchase
home mortgage loans from many capital market investors that may not ordinarily
invest in mortgage loans directly, thereby expanding the total amount of funds
available for housing.

Each FNMA certificate will entitle the registered holder thereof to receive
amounts representing such holder's pro-rata interest in scheduled principal
payments and interest payments (at such FNMA certificate's pass-through rate,
which is net of any servicing and guarantee fees on the underlying mortgage
loans), and any principal prepayments on the mortgage loans in the pool
represented by such FNMA certificate and such holder's proportionate interest in
the full principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal of and interest on each
FNMA certificate will be guaranteed by FNMA, which guarantee is not backed by
the full faith and credit of the U.S. Government.

Each FNMA certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (i) fixed rate level payment mortgage loans; (ii) fixed rate
graduated payment mortgage loans; and (iii) adjustable rate mortgage loans.

FHLMC Certificates. FHLMC is a corporate instrumentality of the United
States created pursuant to the Emergency Home Finance Act of 1970, as amended
(the "FHLMC Act"). FHLMC was established primarily for the purpose of increasing
the availability of mortgage

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<PAGE>

credit for the financing of needed housing. The principal activity of FHLMC
currently consists of the purchase of first lien, conventional, residential
mortgage loans and participation interests in such mortgage loans and the resale
of the mortgage loans so purchased in the form of mortgage securities, primarily
FHLMC certificates.

FHLMC guarantees to each registered holder of a FHLMC certificate the
timely payment of interest at the rate provided for by such FHLMC certificate,
whether or not received. FHLMC also guarantees to each registered holder of a
FHLMC certificate ultimate collection of all principal of the related mortgage
loans, without any offset or deduction, but does not, generally, guarantee the
timely payment of scheduled principal. FHLMC may remit the amount due on account
of its guarantee of collection of principal at any time after default on an
underlying mortgage loan, but not later than 30 days following (i) foreclosure
sale, (ii) payment of a claim by any mortgage insurer or (iii) the expiration of
any right of redemption, whichever occurs later, but in any event no later than
one year after demand has been made upon the mortgagor for accelerated payment
of principal. The obligations of FHLMC under its guarantee are obligations
solely of FHLMC and are not backed by the full faith and credit of the U.S.
Government.

FHLMC certificates represent a pro rata interest in a group of mortgage
loans (a "FHLMC certificate group") purchased by FHLMC. The mortgage loans
underlying the FHLMC certificates will consist of fixed rate or adjustable rate
mortgage loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one- to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. A FHLMC certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participations comprising another FHLMC certificate
group.

Private Mortgage Pass-Through Securities.

Private mortgage pass-through securities are structured similarly to GNMA,
FNMA and FHLMC mortgage pass-through securities and are issued by originators of
and investors in mortgage loans, including depository institutions, mortgage
banks, investment banks and special purpose subsidiaries of the foregoing. These
securities usually are backed either by GNMA, FNMA or FHLMC certificates or by a
pool of fixed rate or adjustable rate mortgage loans. Securities which are
backed by a pool of fixed rate or adjustable rate mortgage loans generally are
structured with one or more types of credit enhancement.

Adjustable Rate Mortgage Securities.

Adjustable rate mortgage securities are pass-through mortgage securities
collateralized by mortgages with adjustable rather than fixed rates ("ARMs").
ARMs eligible for inclusion in a mortgage pool generally provide for a fixed
initial mortgage interest rate for either the first three, six, twelve,
thirteen, thirty-six or sixty scheduled monthly payments. Thereafter, the
interest rates are subject to periodic adjustment based on changes to a
designated benchmark index.

-7-
<PAGE>

ARMs contain maximum and minimum rates beyond which the mortgage interest
rate may not vary over the lifetime of the mortgage. In addition, certain ARMs
provide for additional limitations on the maximum amount by which the mortgage
interest rate may adjust for any single adjustment period. Alternatively,
certain ARMs contain limitations on changes in the required monthly payment. In
the event that a monthly payment is not sufficient to pay the interest accruing
on an ARM, any such excess interest is added to the principal balance of the
mortgage loan, which is repaid through future monthly payments. If the monthly
payment for such an instrument exceeds the sum of the interest accrued at the
applicable mortgage interest rate and the principal payment required at such
point to amortize the outstanding principal balance over the remaining term of
the loan, the excess is utilized to reduce the then outstanding principal
balance of the ARM.

Collateralized Mortgage Obligations and Multi-Class Pass-Through
Securities.

Collateralized mortgage obligations or "CMOs" are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are collateralized by GNMA, FNMA or FHLMC certificates, but also may be
collateralized by whole loans or private mortgage pass-through securities
(collectively, "Mortgage Assets"). Multi-class pass-through securities are
equity interests in a trust composed of Mortgage Assets. Unless the context
indicates otherwise, all references herein to CMOs include multi-class pass-
through certificates. Payments of principal of and interest on the Mortgage
Assets, and any reinvestment income thereon, provide the funds to pay debt
service on the CMOs or make scheduled distributions on the multi-class pass-
through securities. CMOs may be issued by agencies or instrumentalities of the
U.S. Government, or by private originators of, or investors in, mortgage loans,
including depository institutions, mortgage banks, investment banks and special
purpose subsidiaries of the foregoing. The issuer of CMOs or multi-class pass-
through securities may elect to be treated as a Real Estate Mortgage Investment
Conduit ("REMIC").

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche," is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates. Interest is paid or accrues on all classes of the CMOs on a monthly,
quarterly or semi-annual basis. The principal of and interest on the Mortgage
Assets may be allocated among the several classes of a CMO series in a number of
different ways. Generally, the purpose of the allocation of the cash flow of a
CMO to the various classes is to obtain a more predictable cash flow to the
individual tranches than exists with the underlying collateral of the CMO. As a
general rule, the more predictable the cash flow is on a CMO tranche, the lower
the anticipated yield will be on that tranche at the time of issuance relative
to prevailing market yields on Mortgage-Backed securities.

The Portfolio also may invest in, among other things, parallel-pay CMOs and
Planned Amortization Class CMOs ("PAC Bonds"). Parallel-pay CMOs are structured
to provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date

-8-
<PAGE>

of each class, which, as with other CMO structures, must be retired by its
stated maturity date or final distribution date but may be retired earlier. PAC
Bonds generally require payments of a specified amount of principal on each
payment date. PAC Bonds are parallel-pay CMOs with the required principal
payment on such securities having the highest priority after interest has been
paid to all classes.

The Portfolio may invest in CMO residuals. The residual in a CMO structure
generally represents the interest in any excess cash flow remaining after making
required payments of principal of and interest on the CMOs and related
administrative expenses of the issuer.

In determining which Mortgage-Backed Securities the Portfolio will
purchase, the Adviser will consider, among other factors, the following:
characteristics of the underlying mortgage loan, including LTV and debt service
coverage ratio, loan seasoning, and refinancing risk; characteristics of the
underlying property, including diversity of the loan pool, occupancy and
leasing, and competitiveness in the pertinent market; economic, environmental
and local considerations; deal structure, including historical performance of
the originator, subordination percentages and reserve fund balances; and
structural participants such as administrators and servicers.

In addition to examining the relative value of the investments, the
Adviser's disciplined approach to investments for the Portfolio will include
considerable interaction with rating agencies, extensive review of due diligence
by underwriters and rating agencies, confirmation of debt service coverage
ratios and stress testing of security cash flows. The Adviser also will select
investments which will vary the Portfolio by underlying property types,
geographic regions and industry exposure. In this regard, the Portfolio will not
purchase any Commercial Mortgage-Backed Security ("CMBS") if, giving effect
thereto, (i) the net assets of the Portfolio constituting CMBS that are directly
or indirectly secured by or payable out of cash flow from the same pool of
collateral would increase and would account for more than 10% of the Portfolio's
net assets, or (ii) the net assets of the Portfolio attributable to CMBS backed
by the same pool of collateral would increase and the Portfolio would own more
than 25% of the currently outstanding principal amount of CMBS that are directly
or indirectly secured by or payable out of cash flow from the same pool of
collateral. In addition, the Portfolio will not, except during any three-month
period after any month in which its net assets have increased by more than 30%,
purchase any CMBS if, giving effect thereto, (i) the net assets of the Portfolio
constituting CMBS that are directly or indirectly secured by or payable out of
cash flow from properties located within a single state of the U.S. would
increase and would account for more than 25% of the Portfolio's net assets or
(ii) the net assets of the Portfolio constituting CMBS that are directly or
indirectly secured by or payable out of cash flow from office properties would
increase and would account for more than 33%, or from hotel and motel properties
would increase and would account for more than 20%, or from any one of multi-
family, cooperative, industrial and warehouse, retail and shopping mall, mobile
home park, nursing home and senior living center or hospital properties would
increase and would account for more than 75% of the Portfolio's net assets, or
(iii) the net assets of the Portfolio constituting particular issuances of CMBS
that are directly or indirectly secured by or payable out of cash flow from
single properties would increase and would account for more than 50% of the
Portfolio's net assets. For

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the foregoing purpose, a CMBS will be considered to be secured by or payable out
of the cash flow from a property only in the proportion that the outstanding
principal amount of the mortgage loan relating to such property and backing such
security bears to the sum of the outstanding principal amount of all mortgage
loans backing such security. If the Portfolio's asset composition in any of the
foregoing categories subsequently exceeds 110% of the related percentage
limitation for any reason, the Portfolio will take such action as may be
necessary so that within 60 days after the occurrence of such excess the
relevant percentage limitation is again satisfied. The Portfolio will not invest
in any issuance of Mortgage-Backed Securities more than 5% of the principal
amount of the collateral of which at the time of issuance is single-family
residential and agricultural properties in the aggregate.

Miscellaneous.

Lower Rated Securities

The Mortgage-Backed Securities in which the Portfolio may invest may be
lower rated (i.e., have a credit quality below investment grade) subordinated
classes. Investments in such lower rated securities are subject to special
risks, including a greater risk of loss of principal and non-payment of
interest. An investor should carefully consider the following factors before
purchasing shares of the Portfolio. The Portfolio (i) will not invest in
securities (other than U.S. Government securities) that are not rated at least B
by S&P, D&P or Fitch or B2 by Moody's at the time of investment; (ii) will not
invest in securities (other than U.S. Government securities) not rated by at
least one of the foregoing organizations at the time of investment; (iii) will
not invest more than 12.5% of its assets in securities that are rated below BB-
/Ba3 by any of the foregoing organizations; and (iv) will not invest more than
25% of its assets in securities that are rated below BBB-/Baa3 by any of the
foregoing organizations. In the case of short-term money market instruments and
short-term commingled funds the applicable rating requirement will be A2/P2.
Split rated securities will be accounted for at the lower rating. If any
security held in its portfolio is downgraded such that the Portfolio would not
be able at that time to make an investment in such security, the Portfolio will
sell such security within 30 days after such downgrade. The Portfolio will
maintain a dollar-weighted average credit quality of at least BBB/Baa2, with
U.S. Government securities assigned a AAA rating. In order to calculate the
average credit quality of the Portfolio, the Portfolio will assign sequential
numbers to each of the 20 rating categories from AAA to D, multiply the value of
each instrument by the rating equivalent number assigned to its lowest rating,
sum all of such products, divide the aggregate by the net asset value of the
Portfolio and convert the number back to its equivalent rating symbol.

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<PAGE>

Generally, lower rated securities offer a higher return potential than
higher rated securities but involve greater volatility of price and greater risk
of loss of income and principal, including the possibility of default or
bankruptcy of the issuers of such securities. Lower rated securities will likely
have large uncertainties or major risk exposure to adverse conditions and are
predominately speculative. The occurrence of adverse conditions and
uncertainties would likely reduce the value of securities held by the Portfolio,
with a commensurate effect on the value of the Portfolio's shares. While the
market values of lower rated securities tend to react less to fluctuations in
interest rate levels than do those of higher rated securities, the market values
of certain of these securities also tend to be more sensitive to changes in
economic conditions than higher rated securities. In addition, lower rated
securities generally present a higher degree of credit risk. The Portfolio may
incur additional expenses to the extent that it is required to seek recovery
upon a default in the payment of principal or interest on its portfolio
holdings.

Securities which are rated BB by S&P, D&P and Fitch and Ba by Moody's have
speculative characteristics with respect to capacity to pay interest and repay
principal. Securities which are rated B generally lack characteristics of a
desirable investment and assurance of interest and principal payments over any
long period of time may be small. A general description of the bond ratings of
Moody's, S&P, D&P and Fitch is set forth in Appendix A to the Prospectus.

The rating assigned by a rating agency evaluates the safety of a non-
investment grade security's principal and interest payments, but does not
address market value risk. Ratings may from time to time change, positively or
negatively, to reflect developments regarding the issuer's financial condition.
Because such ratings of the ratings agencies may not always reflect current
conditions and events, in addition to using recognized rating agencies and other
sources, the Adviser performs its own analysis of the issuers whose non-
investment grade securities the Portfolio holds. Because of this, the
Portfolio's performance may depend more on the Adviser's own credit analysis
than in the case of mutual funds investing in higher-rated securities.

Types of Credit Enhancement

Mortgage-Backed Securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, those
securities may contain elements of credit support, which fall into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
resulting from default ensures ultimate payment of the obligations on at least a
portion of the assets in the pool. This protection may be provided through
guarantees, insurance policies or letters of credit obtained by the issuer or
sponsor from third parties, through various means of structuring the transaction
or through a combination of such approaches. The Portfolio will not pay any
additional fees for credit support, although the existence of credit support may
increase the price of a security.

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<PAGE>

Examples of credit support arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying assets are
borne first by the holders of the subordinated class), creation of "reserve
funds" (where cash or investments, sometimes funded from a portion of the
payments on the underlying assets, are held in reserve against future losses)
and "overcollateralization" (where the scheduled payments on, or the principal
amount of, the underlying assets exceeds that required to make payment of the
securities and pay any servicing or other fees). The degree of credit support
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquencies
or losses in excess of those anticipated could adversely affect the return on an
investment in such issue.

Risk Factors Relating to Mortgage-Backed Securities

The yield characteristics of Mortgage-Backed Securities differ from
traditional debt securities. Among the major differences are that interest and
principal payments are made more frequently, usually monthly, and that principal
may be prepaid at any time because the underlying mortgage loans or other assets
generally may be prepaid at any time. As a result, if the Portfolio purchases
such a security at a premium, a prepayment rate that is faster than expected
will reduce yield to maturity, while a prepayment rate that is slower than
expected will have the opposite effect of increasing yield to maturity.
Alternatively, if the Portfolio purchases these securities at a discount, faster
than expected prepayments will increase, while slower than expected prepayments
will reduce, yield to maturity.

Although the extent of prepayments on a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed rate
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by the Portfolio are likely to be greater during a
period of declining interest rates and, as a result, likely to be reinvested at
lower interest rates than during a period of rising interest rates. Mortgage-
Backed Securities may decrease in value as a result of increases in interest
rates and may benefit less than other fixed income securities from declining
interest rates because of the risk of prepayment. The markets for Mortgage-
Backed Securities may be more illiquid than those of other securities.

Investments in Commercial Mortgage-Backed Securities involve the credit
risks of delinquency and default. Delinquency refers to interruptions in the
payment of interest and principal. Default refers to the potential for
unrecoverable principal loss from the sale of foreclosed property. These risks
include the risks inherent in the commercial mortgage loans which support such
Commercial Mortgage-Backed Securities and the risks associated with direct
ownership of real estate. This may be especially true in the case of Commercial
Mortgage-Backed Securities secured by, or evidencing an interest in, a
relatively small or less diverse pool of commercial mortgage loans. The factors
contributing to these risks include the effects of general and local economic
conditions on real estate values, the conditions of specific industry segments,
the ability of tenants to make lease payments and the ability of a property to
attract and retain tenants, which in turn may be affected by local conditions
such as oversupply of

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<PAGE>

space or a reduction of available space, the ability of the owner to provide
adequate maintenance and insurance, energy costs, government regulations with
respect to environmental, zoning, rent control and other matters, and real
estate and other taxes.

While the credit quality of the Commercial Mortgage-Backed Securities in
which the Portfolio may invest will reflect the perceived likelihood of future
cash flows to meet operating expenses and cash flow requirements, the underlying
commercial properties may not be able to continue to generate income to meet
their operating expenses and cash flow requirements (mainly debt service, lease
payments, capital expenditures, taxes, maintenance, insurance and tenant
improvements) as a result of any of the factors mentioned above. Consequently,
the obligors under commercial mortgages may be unable to make payments of
interest in a timely fashion, increasing the risk of default on a related
Commercial Mortgage-Backed Security. In addition, the repayment of the
commercial mortgage loans underlying Commercial Mortgage-Backed Securities will
typically depend upon the future availability of financing and the stability of
real estate property values.

The commercial mortgage loans that underlie Commercial Mortgage-Backed
Securities have certain distinct characteristics. Commercial mortgage loans are
generally not amortizing or not fully amortizing. At their maturity date,
repayment of the remaining principal balance or "balloon" is due and is repaid
through the attainment of an additional loan or sale of the property. Most
commercial mortgage loans are nonrecourse obligations of the borrower, meaning
that the sole remedy of the lender in the event of a default is to foreclose
upon the collateral. As a result, in the event of default by a borrower,
recourse may be had only against the specified property pledged to secure the
loan and not against the borrower's other assets. If borrowers are not able or
willing to refinance or dispose of the property to pay the principal balance due
at maturity, payments on the subordinated classes of the related Commercial
Mortgage-Backed Security are likely to be adversely affected. The ultimate
extent of the loss, if any, to the subordinated classes may only be determined
after the foreclosure of the mortgage encumbering the property and, if the
mortgagee takes title to the property, upon liquidation of the property.
Factors such as the title of the property, its physical condition and financial
performance, as well as governmental disclosure requirements with respect to the
condition of the property, may make a third party unwilling to purchase the
property at a foreclosure sale or for a price sufficient to satisfy the
obligations with respect to the related Commercial Mortgage-Backed Securities.
The condition of a property may deteriorate during foreclosure proceedings.
Certain obligors on underlying mortgages may become subject to bankruptcy
proceedings, in which case the amount and timing of amounts due under the
related Commercial Mortgage-Backed Securities may be materially adversely
affected.

In general, any losses on a given Commercial Mortgage-Backed Security will
be absorbed first by the equity holder, then by a cash reserve fund or letter of
credit, if any, and then by the "first loss" subordinated security to the extent
of its principal balance. Because the Portfolio intends to invest in
subordinated classes of Commercial Mortgage-Backed Securities, there can be no
assurances that in the event of default and the exhaustion of equity support,
the reserve fund and any debt classes junior to those in which the Portfolio
invests, the Portfolio will be able to recover all of its investment in the
securities it purchases. In addition, if the underlying

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<PAGE>

mortgage portfolio has been overvalued by the originator, or if mortgage values
subsequently decline, the Portfolio may hold the "first loss" position in
certain Commercial Mortgage-Backed Securities ahead of the more senior debt
holders, which may result in significant losses. Many of the lower-rated
Commercial Mortgage-Backed Securities are subject to less prepayment risk than
in the case of Residential Mortgage-Backed Securities because of structural
features of the underlying mortgage loans and the fact that they are entitled to
repayment only after more senior classes are paid.

Investments in Residential Mortgage-Backed Securities involve the credit
risks that affect interest and principal cash flows similar to the credit risks
of Commercial Mortgage-Backed Securities discussed above, as well as the
prepayment risks associated with the possibility that prepayments of principal
generally may be made at any time without penalty. Prepayment rates are
influenced by changes in current interest rates and a variety of economic,
geographic, social and other factors. Changes in the rate of prepayments on a
Residential Mortgage-Backed Security may change the yield to maturity of the
security and amounts available for reinvestment from such securities by the
Portfolio are likely to be greater during periods of relatively low or declining
interest rates and therefore are likely to be reinvested at lower interest rates
than during a period of relatively high interest rates. This prepayment effect
has been particularly pronounced in recent years as borrowers have refinanced
higher interest rate mortgages into lower interest rate mortgages available in
the marketplace. Because the Portfolio expects to invest in subordinated
Residential Mortgage-Backed Securities, the prioritization of cash flows from
mortgages under the Residential Mortgage-Backed Securities in favor of the
senior classes generally reduces this prepayment risk.

Risk Factors Relating to Lower Credit Quality Securities

An investor should recognize that the lower-rated Commercial and
Residential Mortgage-Backed Securities in which the Portfolio may invest have
speculative characteristics. The prices of lower credit quality securities,
which are commonly referred to as "junk bonds," have been found to be less
sensitive to interest rate changes than more highly rated investments, but more
sensitive to adverse economic downturns or individual issuer developments.
Securities rated lower than B by S&P and Moody's, including bonds rated as low
as D by S&P or C by Moody's, can be regarded as having extremely poor prospects
of ever attaining any real investment standing and may be in default with
payment of interest and/or repayment of principal in arrears. A projection of
an economic downturn or the advent of a recession, for example, could cause a
decline in the price of lower credit quality securities because the advent of a
recession could lessen the ability of obligors of mortgages underlying
Commercial Mortgage-Backed Securities and Residential Mortgage-Backed Securities
to make principal and interest payments. In such event, existing credit
supports and any first loss positions may be insufficient to protect against
loss of principal.

Issuers of lower rated securities are often in the growth stage of their
development and/or involved in a reorganization or takeover. The companies are
often highly leveraged (have a significant amount of debt relative to
shareholders' equity) and may not have available to them more traditional
financing methods, thereby increasing the risk associated with acquiring these

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<PAGE>

types of securities. In some cases, obligations with respect to lower rated
securities are subordinated to the prior repayment of senior indebtedness, which
will potentially limit a Portfolio's ability to fully recover principal or to
receive interest payments when senior securities are in default.

The secondary markets for lower rated securities are not as liquid as the
secondary markets for higher rated securities. The secondary markets for lower
rated securities are concentrated in relatively few market makers and
participants in the markets are mostly institutional investors, including
insurance companies, banks, other financial institutions and mutual funds. In
addition, the trading volume for these securities is generally lower than that
for higher rated securities and the secondary markets could contract under
adverse market or economic conditions independent of any specific adverse
changes in the condition of a particular issuer. Under certain economic and/or
market conditions, the Portfolio may have difficulty disposing of certain lower
rated securities due to the limited number of investors in that sector of the
market. An illiquid secondary market may adversely affect the market price of
the security, which may result in increased difficulty selling the particular
issue and obtaining accurate market quotations on the issue when valuing a
Portfolio's assets. Market quotations on lower rated securities are available
only from a limited number of dealers, and such quotations may not be the actual
prices available for a purchase or sale.

The markets for lower rated securities may react strongly to adverse news
about an issuer or the economy, or to the perception or expectation of adverse
news, whether or not it is based on fundamental analysis. Additionally, prices
for these securities may be affected by legislative and regulatory developments.
These developments could adversely affect the Portfolio's net asset value and
investment practices, the secondary market, the financial condition of issuers
of these securities and the value and liquidity of outstanding securities,
especially in a thinly traded market. For example, federal legislation
requiring the divestiture by federally insured savings and loan associations of
their investments in lower rated bonds and limiting the deductibility of
interest by certain corporate issuers of these bonds adversely affected the
market in recent years.

When the secondary market for lower rated securities becomes more illiquid,
or in the absence of readily available market quotations for such securities,
the relative lack of reliable objective data makes it more difficult to value
the Portfolio's securities, and judgment plays a more important role in
determining such valuations. Increased illiquidity, in combination with the
relative youth and growth of the market for such securities, also may affect the
ability of the Portfolio to dispose of such securities at a desirable price.
Additionally, if the secondary markets for lower rated securities contract due
to adverse economic conditions or for other reasons, certain of the Portfolio's
liquid securities may become illiquid and the proportion of the Portfolio's
assets invested in illiquid securities may significantly increase.

The costs attributable to investing in lower rated securities are usually
higher for several reasons, such as higher investment research costs and higher
commission costs.

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<PAGE>

Non-diversified Status

The Portfolio has registered as a "non-diversified" investment company
which enables it to invest more than 5% of its assets in the obligations of any
single issuer, subject only to the diversification requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). As a result of
its ability to concentrate its investments in the obligations of a smaller
number of issuers, the Portfolio may be more susceptible than a diversified fund
to any single economic, political or regulatory occurrence.

Illiquid Securities

Liquidity of a security relates to the ability to easily dispose of
securities and the price to be obtained, and does not necessarily relate to the
credit risk or likelihood of receipt of cash at maturity. Illiquid securities
may trade at a discount from comparable, more liquid investments. The
Commercial Mortgage-Backed Securities which the Portfolio intends to acquire may
be less marketable and in some instances will be considered illiquid by the
Portfolio under applicable standards because of the absence of registration
under the federal securities laws, contractual restrictions on transfer or the
small size of the issue (relative to the issues of comparable interests).

Other Investment Practices

As a basic element of its overall investment strategy the Portfolio intends
to use a variety of other investment management techniques and instruments.

Duration Management and Other Management Techniques.

The Portfolio may purchase and sell futures contracts, enter into
various interest rate transactions such as swaps, caps and floors and may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, financial indices and futures contracts (collectively, "Additional
Investment Management Techniques"). These Additional Investment Management
Techniques may be used for duration management and other risk management to
attempt to protect against possible changes in the market value of the Portfolio
resulting from trends in the debt securities markets and changes in interest
rates, to protect the Portfolio's unrealized gains in the value of its
securities holdings, to facilitate the sale of such securities for investment
purposes and to establish a position in the securities markets as a temporary
substitute for purchasing particular securities. There is no particular
strategy that requires use of one technique rather than another as the decision
to use any particular strategy or instrument is a function of market conditions
and the composition of the portfolio. See Appendix B "General Characteristics
and Risks of Additional Investment Management Techniques."

Additional Investment Management Techniques present certain risks. With
respect to hedging and risk management, the variable degree of correlation
between price movements of hedging instruments and price movements in the
position being hedged creates the possibility that losses on the hedge may be
greater than gains in the value of the Portfolio's position. In

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<PAGE>

addition, certain instruments and markets may not be liquid in all
circumstances. As a result, in volatile markets, the Portfolio may not be able
to close out a transaction without incurring losses substantially greater than
the initial deposit. Although the contemplated use of these instruments
predominantly for hedging should tend to minimize the risk of loss due to a
decline in the value of the position, at the same time they tend to limit any
potential gain which might result from an increase in the value of such
position. The ability of the Portfolio to successfully utilize Additional
Investment Management Techniques will depend on the Adviser's ability to predict
pertinent market movements and sufficient correlations, which cannot be assured.
Finally, the daily deposit requirements in futures contracts that the Portfolio
has sold create an ongoing greater potential financial risk than do options
transactions, where the exposure is limited to the cost of the initial premium.
Losses due to the use of Additional Investment Management Techniques will reduce
net asset value.

In selecting counterparties for OTC hedging and risk management
transactions, the Portfolio will adhere to the following minimum ratings: (i)
with respect to an OTC derivative instrument with a remaining nominal maturity
of six months or less, a Moody's Derivative Counterparty Rating of A3; (ii) with
respect to an OTC derivative instrument with a remaining maturity of more than
six months, a Moody's Derivative Counterparty Rating of AA3. If the
counterparty does not have a Moody's counterparty rating, then either the
Moody's or S&P long-term securities rating of A3/A- (with respect to category
(i) above) or Aa3/AA- (with respect to category (ii) above) may be used as a
substitute. In addition, all such counterparties must have a minimum short-term
rating of A-1 by Moody's and P-1 by S&P. If a counterparty drops below the
minimum ratings, then the Portfolio will seek to unwind existing agreements with
such counterparty in a cost-effective manner and will be prohibited from
entering into new agreements with the counterparty so long as the counterparty's
rating is below the relevant minimum.

The principal risks relating to the use of futures contracts and other
Additional Investment Management Techniques are: (a) less than perfect
correlation between the prices of the instrument and the market value of the
securities in the Portfolio's holdings; (b) possible lack of a liquid secondary
market for closing out a position in such instruments; (c) losses resulting from
interest rate or other market movements not anticipated by the Adviser; and (d)
the obligation to meet additional variation margin or other payment
requirements, all of which could result in the Portfolio being in a worse
position than if such techniques had not been used. See Appendix B "General
Characteristics and Risks of Additional Investment Management Techniques".

When-Issued and Forward Commitment Securities. The Portfolio may also
purchase securities on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" basis. When such transactions are negotiated, the
price, which is generally expressed in yield terms, is fixed at the time the
commitment is made, but delivery and payment for the securities take place at a
later date outside the normal course of settlement for securities of that type.
No income will be earned on securities purchased on a when-issued basis until
the securities have been delivered. When-issued securities and forward
commitments may be sold prior to the settlement date, but the Portfolio will
enter into when-issued and forward commitments only with the intention of
actually receiving or delivering the securities, as the case

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<PAGE>

may be. If the Portfolio disposes of the right to acquire a when-issued security
prior to its acquisition or disposes of its right to deliver or receive against
a forward commitment, it can incur a gain or loss. At the time the Portfolio
enters into a transaction on a when-issued or forward commitment basis, it will
segregate with its custodian cash or other liquid debt securities with a value
not less than the value of the when-issued or forward commitment securities. The
value of these assets will be monitored daily to ensure that their marked to
market value will at all times equal or exceed the corresponding obligations of
the Portfolio. There is always a risk that the securities may not be delivered
and that the Portfolio may incur a loss. Settlements in the ordinary course,
which typically occur monthly for mortgage-related securities, are not treated
by the Portfolio as when-issued or forward commitment transactions and
accordingly are not subject to the foregoing restrictions.

Interest Rate Transactions. The Portfolio may enter into interest rate
swaps and the purchase or sale of interest rate caps and floors. The Portfolio
expects to enter into these transactions primarily to preserve a return or
spread on a particular investment or portion of its portfolio as a duration
management technique or to protect against any increase in the price of
securities that the Portfolio anticipates purchasing at a later date. The
Portfolio will use these transactions as a hedge or for duration or risk
management. The Portfolio will not sell interest rate caps or floors that it
does not own. Interest rate swaps involve the exchange by the Portfolio with
another party of their respective commitments to pay or receive interest e.g.,
----
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate, to receive payments of interest on a notional principal amount from the
party selling such interest rate cap. The purchase of an interest rate floor
entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate floor.

The Portfolio may enter into interest rate swaps, caps and floors on either
an asset-based or liability-based basis, and will usually enter into interest
rate swaps on a net basis, i.e., the two payment streams are netted out, with
----
the Portfolio receiving or paying, as the case may be, only the net amount of
the two payments on the payment dates. The Portfolio will accrue the net amount
of the excess, if any, of the Portfolio's obligations over its entitlements with
respect to each interest rate swap on a daily basis and will segregate with a
custodian an amount of cash or liquid securities having an aggregate net asset
value at all times at least equal to the accrued excess. If there is a default
by the other party to such a transaction, the Portfolio will have contractual
remedies pursuant to the agreements related to the transaction.

Futures Contracts and Options on Futures Contracts. The Portfolio may also
enter into contracts for the purchase or sale for future delivery ("futures
contracts") of debt securities, aggregates of debt securities or indices or
prices thereof, other financial indices and U.S. government debt securities or
options on the above. The Portfolio will ordinarily engage in such transactions
only for bona fide hedging, risk management (including duration management) and
other portfolio management purposes.

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<PAGE>

Calls on Securities, Indices and Futures Contracts. The Portfolio may sell
or purchase call options (Acalls@) on U.S. Treasury securities, mortgage-backed
securities, other debt securities, indices, and Eurodollar instruments that are
traded on U.S. and foreign securities exchanges and in the over-the-counter
markets, and future contracts. A call gives the purchaser of the option the
right to buy, and obligates the seller to sell, the underlying security, futures
contract or index at the exercise price at any time or at a specified time
during the option period. All such calls sold by the Portfolio must be
"covered" as long as the call is outstanding (i.e., the Portfolio must own the
----
securities or futures contract subject to the call or other securities
acceptable for applicable segregation requirements). A call sold by the
Portfolio exposes the Portfolio during the term of the option to possible loss
of opportunity to realize appreciation in the market price of the underlying
security, index or futures contract and may require the Portfolio to hold a
security or futures contract which it might otherwise have sold. The purchase
of a call gives the Portfolio the right to buy a security, futures contract or
index at a fixed price. Calls on futures on U.S. Treasury securities, Mortgage-
Backed Securities, other debt securities and Eurodollar instruments must also be
covered by deliverable securities or the futures contract or by liquid debt
securities segregated to satisfy the Portfolio's obligations pursuant to such
instruments.

Puts on Securities, Indices and Futures Contracts. The Portfolio may
purchase put options ("puts") that relate to U.S. Treasury securities, Mortgage-
Backed Securities, other debt securities and Eurodollar instruments (whether or
not it holds such securities in its portfolio), indices or futures contracts.
The Portfolio may also sell puts on U.S. Treasury securities, Mortgage-Backed
Securities, other debt securities, Eurodollar instruments, indices or futures
contracts on such securities if the Portfolio's contingent obligations on such
puts are secured by segregated assets consisting of cash or liquid debt
securities having a value not less than the exercise price. The Portfolio will
not sell puts if, as a result, more than 50% of the Portfolio's assets would be
required to cover its potential obligations under its hedging and other
investment transactions. In selling puts, there is a risk that the Portfolio
may be required to buy the underlying instrument at a price higher than the
current market price.

Repurchase Agreements. The Portfolio may invest temporarily, without
limitation, in repurchase agreements, which are agreements pursuant to which
securities are acquired by the Portfolio from a third party with the
understanding that they will be repurchased by the seller at a fixed price on an
agreed upon date. These agreements may be made with respect to any of the
securities in which the Portfolio is authorized to invest. Repurchase
agreements may be characterized as loans secured by the underlying securities
and will be entered into in accordance with the requirements of the SEC. The
Portfolio will not enter into any repurchase agreement with respect to
securities other than U.S. Government securities and mortgage-backed securities.
The value of the collateral for such repurchase agreement marked-to-market at
the end of each business day will be at least equal to the amount of the
repurchase agreement. The Portfolio will not enter into any repurchase
agreement the term of which exceeds 90 days.

The repurchase price under the repurchase agreements generally equals the
price paid by the Portfolio plus interest negotiated on the basis of current
short-term rates (which may be more or less than the rate on securities
underlying the repurchase agreement). The financial

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<PAGE>

institutions with which the Portfolio may enter into repurchase agreements will
be banks and non-bank dealers of U.S. Government securities that are listed on
the Federal Reserve Bank of New York's list of reporting dealers, if such banks
and non-bank dealers are deemed creditworthy by the Adviser. The Adviser will
continue to monitor creditworthiness of the seller under a repurchase agreement,
and will require the seller to maintain during the term of the agreement the
value of the securities subject to the agreement to equal at least the
repurchase price (including accrued interest). In addition, the Adviser will
require that the value of this collateral, after transaction costs (including
loss of interest) reasonably expected to be incurred on a default, be equal to
or greater than the repurchase price (including accrued premium) provided in the
repurchase agreement. The accrued premium is the amount specified in the
repurchase agreement or the daily amortization of the difference between the
purchase price and the repurchase price specified in the repurchase agreement.
The Portfolio's Adviser will mark-to-market daily the value of the securities.
Securities subject to repurchase agreements will be held by the Fund's custodian
(or sub-custodian) in the Federal Reserve/Treasury book-entry system or by
another authorized securities depository. Repurchase agreements are considered
to be loans by the Portfolio under the 1940 Act.

The use of repurchase agreements involves certain risks. For example, if
the seller of securities under a repurchase agreement defaults on its obligation
to repurchase the underlying securities, as a result of its bankruptcy or
otherwise, the Portfolio will seek to dispose of such securities, which action
could involve costs or delays. If the seller becomes insolvent and subject to
liquidation or reorganization under applicable bankruptcy or other laws, the
Portfolio=s ability to dispose of the underlying securities may be restricted.
Finally, it is possible that the Portfolio may not be able to substantiate its
interest in the underlying securities. To minimize this risk, the securities
underlying the repurchase agreement will be held by the custodian at all times
in an amount at least equal to the repurchase price, including accrued interest.
If the seller fails to repurchase the securities, the Portfolio may suffer a
loss to the extent proceeds from the sale of the underlying securities are less
than the repurchase price.

Restricted and Illiquid Securities. The Portfolio may purchase certain
restricted securities ("Rule 144A securities") eligible for sale to qualified
institutional buyers as contemplated by Rule 144A under the Securities Act of
1933, as amended (the "Act"). Rule 144A provides an exemption from the
registration requirements of the Act for the resale of certain restricted
securities to qualified institutional buyers. One effect of Rule 144A is that
certain restricted securities may now be liquid, though no assurance can be
given that a liquid market for Rule 144A securities will develop or be
maintained. The Portfolio's holdings of Rule 144A securities which are liquid
securities will not be subject to its limitation on investment in illiquid
securities. The Fund's Board of Trustees has adopted policies and procedures
for the purpose of determining whether securities that are eligible for resale
under Rule 144A are liquid or illiquid. The Board of Trustees will periodically
review the Portfolio's purchases and sales of Rule 144A securities.

Illiquid securities are subject to legal or contractual restrictions on
disposition or lack an established secondary trading market. The sale of
restricted and illiquid securities often requires more time and results in
higher brokerage charges or dealer discounts and other selling expenses

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<PAGE>

than does the sale of securities eligible for trading on national securities
exchanges or in the over-the-counter markets. Restricted securities may sell at
a price lower than similar securities that are not subject to restrictions on
resale. The Portfolio may purchase certain restricted securities and may treat
such securities as being liquid if the Adviser determines, pursuant to
procedures adopted by the Trust's Board of Trustees, that a sufficient secondary
market does exist for such securities.

Bank and Corporate Debt Securities and Temporary Defensive Measures

The Portfolio may not invest in bank or corporate debt securities except
that it may invest in money market instruments for temporary defensive purposes
and in order to keep cash on hand fully invested. Such instruments include but
are not limited to notes, certificates of deposit, bankers' acceptances and
commercial paper.

Floating Rate and Index Obligations

The Portfolio may invest in debt securities with interest payments or
maturity values that are not fixed, but float in conjunction with an underlying
index or price. These securities may be backed by U.S. Government or corporate
issuers, or by collateral such as mortgages. In certain cases, a change in the
underlying index or price may have a leveraging effect on the periodic coupon
payments, creating larger possible swings in the prices of such securities than
would be expected when taking into account their maturities alone. The indices
and prices upon which such securities can be based include interest rates,
currency rates and commodities prices. However, the Portfolio will not invest
in any instrument whose value is computed based on a multiple of the change in
price or value of an asset or an index of or relating to assets in which the
Portfolio could not invest.

Floating rate securities pay interest according to a coupon which is reset
periodically. This reset mechanism may be formula based, or reflect the passing
through of floating interest payments on an underlying collateral pool. The
coupon is usually reset daily, weekly, monthly, quarterly or semi-annually, but
other schedules are possible. Floating rate obligations generally exhibit a low
price volatility for a given stated maturity or average life because their
coupons adjust with changes in interest rates. If their underlying index is not
an interest rate, or the reset mechanism lags the movement of rates in the
current market, greater price volatility may be experienced.

Index securities pay a fixed rate of interest, but have a maturity value
that varies by formula, so that when the obligation matures a gain or loss is
realized. The risk of index obligations depends on the volatility of the
underlying index, the coupon payment and the maturity of the obligation.

-21-
<PAGE>

Other Investments

U.S. Government Securities

U.S. Government securities include:

1. U.S. Treasury bills (maturities of one year or less), U.S.
Treasury notes (maturities of one to ten years) and U.S. Treasury
bonds (generally maturities of greater than ten years), all of which
are direct obligations of the U.S. Government and, as such, are backed
by the "full faith and credit" of the United States.

2. Securities issued by agencies and instrumentalities of the
U.S. Government which are backed by the full faith and credit of the
United States. Among the agencies and instrumentalities issuing such
obligations are the Federal Housing Administration, the Government
National Mortgage Association ("GNMA"), the Department of Housing and
Urban Development, the Export-Import Bank, the Farmers Home
Administration ("FHA"), the General Services Administration, the
Maritime Administration and the Small Business Administration. The
maturities of such obligations range from three months to 30 years.

3. Securities issued by agencies and instrumentalities which are
not backed by the full faith and credit of the United States, but
whose issuing agency or instrumentalities may borrow, to meet its
obligations, from the U.S. Treasury. Among the agencies and
instrumentalities issuing such obligations are the Tennessee Valley
Authority, the Federal National Mortgage Association ("FNMA"), the
Federal Home Loan Mortgage Corporation ("FHLMC") and the U.S. Postal
Service.

4. Securities issued by agencies and instrumentalities which are
not backed by the full faith and credit of the United States, but
which are backed by the credit of the issuing agency or
instrumentality. Among the agencies and instrumentalities issuing
such obligations are the Federal Farm Credit System and the Federal
Home Loan Bank.

In the case of securities not backed by the "full faith and credit" of the
United States, the Portfolio must look principally to the agency issuing or
guaranteeing the obligation for ultimate repayment. Such securities include
obligations issued by FNMA and FHLMC, each of which may borrow from the U.S.
Treasury to meet its obligations, although the U.S. Treasury is under no
obligation to lend to FNMA or FHLMC. GNMA, FNMA and FHLMC investments by the
Portfolio may also include pass-through securities, CMOs and certain other
Mortgage-Backed Securities.

-22-
<PAGE>

Neither the value nor the yield of the Portfolio's shares or of the U.S.
Government securities which may be invested in by the Portfolio are guaranteed
by the U.S. Government. Such values and yield will fluctuate with changes in
prevailing interest rates and other factors. Generally, as prevailing interest
rates rise, the value of any U.S. Government securities held by the Portfolio
will fall. Such securities with longer maturities generally tend to produce
higher yields and are subject to greater market fluctuation, as a result of
changes in interest rates, than debt securities with shorter maturities.

INVESTMENT RESTRICTIONS

The Portfolio is subject to the investment limitations enumerated in this
subsection which may be changed only by a vote of the holders of a majority of
the Portfolio's outstanding shares (as defined below under "Miscellaneous").

The Portfolio may not:

(1) invest 25% or more of the value of its total assets in any one
industry (Mortgage-Backed Securities and other securities issued
or guaranteed by the U.S. government or any agency or
instrumentality thereof are not treated as industries); provided,
however, that the Portfolio will, except for temporary defensive
purposes, invest at least 25% of the value of its total assets
in securities which represent interests in mortgages or liens on
real property;

(2) issue senior securities (including borrowing money, including on
margin if margin securities are owned) in excess of 33 1/3% of
its total assets (including the amount of senior securities
issued but excluding any liabilities and indebtedness not
constituting senior securities) except that the Portfolio may
borrow up to an additional 5% of its total assets for temporary
purposes; or pledge its assets other than to secure such
issuances or in connection with hedging transactions, short
sales, when-issued and forward commitment transactions and
similar investment strategies. The Portfolio's obligations under
interest rate swaps are not treated as senior securities;

(3) make loans of money or property to any person, except through
loans of portfolio securities, the purchase of fixed income
securities consistent with the Portfolio's investment objective
and policies or the acquisition of securities subject to
repurchase agreements;

(4) underwrite the securities of other issuers, except to the extent
that in connection with the disposition of portfolio securities
or the sale of its own shares the Portfolio may be deemed to be
an underwriter;

-23-
<PAGE>

(5) invest for the purpose of exercising control over management of
any company other than issuers of collateralized mortgage
obligations;

(6) purchase real estate or interests therein other than Commercial
and Residential Mortgage-Backed Securities and similar
instruments;

(7) purchase or sell commodities or commodity contracts for any
purposes except as, and to the extent, permitted by applicable
law without the Portfolio becoming subject to registration with
the Commodity Futures Trading Commission as a commodity pool; or

(8) make any short sale of securities except in conformity with
applicable laws, rules and regulations and unless, giving effect
to such sale, the market value of all securities sold short does
not exceed 25% of the value of the Portfolio=s total assets and
the Portfolio's aggregate short sales of a particular class of
securities does not exceed 25% of the then outstanding securities
of that class.

TRUSTEES AND OFFICERS

The business and affairs of the Fund are managed under the direction of its
Board of Trustees. The trustees and executive officers of the Fund, and their
business addresses and principal occupations during the past five years, are:

-24-
<PAGE>

<TABLE>
<CAPTION>
Principal Occupation
Name and Address Position with Fund During Past Five Years
- ---------------- ------------------ ----------------------
<S> <C> <C>
William O. Albertini Trustee Retired; Executive Vice
698 Strafford Circle President and Chief Financial
Strafford, PA 19087 Officer August 1997 to May
Age: 55 1999, Bell Atlantic Global
Wireless (Global Wireless
Communications); Director,
Executive Vice President and
Chief Financial Officer from
February 1995 - August 1997,
Vice President and Chief
Financial Officer from January
1991 - February 1995, Bell
Atlantic Corporation (a
diversified telecommunications
company); Director, Groupo
Iusacell, S.A. de
C.V.(Cellular Communications
Company) since June 1994;
Director, American Waterworks,
Inc. since May 1990; Trustee,
The Carl E. & Emily I. Weller
Foundation since October 1991.

Raymond J. Clark/1/ Trustee, President and Treasurer of Princeton
Office of the Treasurer Treasurer University since 1987;
Princeton University Trustee, The Compass Capital
3 New South Building Group of Funds from 1987 to
P.O. Box 35 1996; Trustee, United Way
Princeton, New Jersey 08540 Princeton Area Communities
Age: 63 from 1992- 94; Trustee,
Chemical Bank, New Jersey
Advisory Board from 1994 until
1995; Trustee, American Red
Cross - Mercer County Chapter
since 1995; and Trustee,
United Way-Greater Mercer
County from 1996-1997.
</TABLE>

- -----------------------
/1/ This trustee may be deemed an "interested person" of the Fund as
defined in the 1940 Act.

-25-
<PAGE>

<TABLE>
<CAPTION>
Principal Occupation
Name and Address Position with Fund During Past Five Years
- ---------------- ------------------ ----------------------
<S> <C> <C>
Robert M. Hernandez Trustee Director since 1991, Vice
USX Corporation Chairman and Chief Financial
600 Grant Street Officer since 1994, Executive
6105 USX Tower Vice President - Accounting &
Pittsburgh, PA 15219 Finance and Chief Financial
Age: 54 Officer from 1991 to 1994, USX
Corporation (a diversified
company principally engaged in
energy and steel businesses);
Director, ACE Limited;
Trustee, Allegheny University
Hospitals, Allegheny General;
and Allegheny Health,
Education and Research
Foundation; Director,
Marinette Marine Corporation;
Director, Pittsburgh Baseball,
Inc.; and Director and
Chairman of the Board, RMI
Titanium Company.

Anthony M. Santomero Vice Chairman of the Deputy Dean from 1990 to 1994,
The Wharton School Board Richard K. Mellon Professor of
University of Pennsylvania Finance since April 1984,
Room 2344 Director, Wharton Financial
Steinberg Hall-Dietrich Hall Institutions Center, since
Philadelphia, PA 19104-6367 July 1995, and Dean's Advisory
Age: 52 Council Member since July
1984, The Wharton School,
University of Pennsylvania;
Associate Editor, Journal of
Banking and Finance since June
1978; Associate Editor,
Journal of Economics and
Business since October 1979;
Associate Editor, Journal of
Money, Credit and Banking
since January 1980; Research
Associate, New York University
Center for Japan-U.S. Business
and Economic Studies since
July 1989; Editorial Advisory
Board, Open Economics Review
since November 1990; Director,
The Zweig Fund and the Zweig
Total Return Fund; Director of
Municipal Fund for California
Investors, Inc., and Municipal
Fund for New York Investors,
Inc.
</TABLE>

-26-
<PAGE>

Principal Occupation
Name and Address Position with Fund During Past Five Years
- ---------------- ------------------ ----------------------
<S> <C> <C>
David R. Wilmerding, Jr. Chairman of the Board Chairman, Gee, Wilmerding &
One Aldwyn Center Associates, Inc. (investment
Villanova, PA 19085 advisers) since February 1989;
Age: 63 Director, Beaver Management
Corporation; Managing General
Partner, Chestnut Street
Exchange Fund; Director,
Independence Square Income
Securities, Inc.; Director,
The Mutual Fire, Marine and
Inland Insurance Company;
Director U.S. Retirement
Communities, Inc.; Director,
Trustee or Managing General
Partner of a number of
investment companies advised
by PIMC and its affiliates.

Karen H. Sabath Assistant Secretary Managing Director, BlackRock
BlackRock Advisors, Inc. Advisors, Inc. since February
345 Park Avenue 1998; President, Compass
New York, NY 10154 Capital Group, Inc. from 1995
Age: 33 to March 1998; Managing
Director of BlackRock
Financial Management, Inc.
since 1993.

Ellen L. Corson Assistant Treasurer Vice President and Director of
PFPC Inc. Mutual Fund Accounting and
103 Bellevue Parkway Administration, PFPC Inc.
Wilmington, DE 19809 since November 1997; Assistant
Age: 34 Vice President, PFPC Inc. from
March 1997 to November 1997;
Senior Accounting Officer,
PFPC Inc. from March 1993 to
March 1997.

Brian P. Kindelan Secretary Vice President and Senior
BlackRock Financial Management, Inc. Counsel, BlackRock Financial
1600 Market Street Management, Inc. since April
28th Floor 1998; Senior Counsel, PNC Bank
Philadelphia, PA 19103 Corp. from May 1995 to April
Age: 39 1998; Associate, Stradley,
Ronon, Stevens & Young from
March 1990 to May 1995.
</TABLE>

The Fund pays trustees who are not affiliated with Blackrock, BlackRock
Advisors, Inc. ("BAI") or BlackRock Distributors, Inc. ("BDI" or the
"Distributor") $20,000 annually ($30,000 annually in the event that the Fund's
assets exceed $40 billion) and $350 per investment portfolio of the Fund for
each full in-person meeting of the Board that they attend. The Fund pays the
Chairman and Vice Chairman an additional $10,000 and $5,000, respectively, for
their services in such capacities. Trustees who are not affiliated with BAI or
the Distributor are reimbursed for any expenses incurred in attending meetings
of the Board of Trustees or any committee thereof.

-27-
<PAGE>

The term of office of each trustee will automatically terminate when such
trustee reaches 72 years of age. No officer, director or employee of BAI,
BlackRock, BlackRock Institutional Management Corporation ("BIMC"), BlackRock
International, Ltd. ("BIL"), PFPC Inc. ("PFPC"), or PFPC Trust Company (the
"Custodian") currently receives any compensation from the Fund. As of the date
of this Statement of Additional Information, the trustees and officers of the
Fund, as a group, owned less than 1% of the outstanding shares of each class of
each investment portfolio of the Fund.

The table below sets forth the compensation actually received from the Fund
Complex of which the Fund is a part by the trustees for the fiscal year ended
September 30, 1999:

-28-
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================

Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation from Accrued as Part of Benefits upon Fund Complex/1/
Position Registrant Fund Expenses Retirement Paid to Trustees
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Anthony M. Santomero, $77,850 N/A N/A (3)/2/$84,850
Vice Chairman of the
Board
- ----------------------------------------------------------------------------------------------------------------
David R. Wilmerding, $82,850 N/A N/A (3)/2/$98,850
Jr., Chairman of the
Board
---------------------------------------------------------------------------------------------------------------
William O. Albertini, $72,850 N/A N/A (1)/2/$72,850
Trustee
---------------------------------------------------------------------------------------------------------------
Raymond J. Clark, $72,850 N/A N/A (1)/2/$72,850
Trustee, President and
Treasurer

Robert M. Hernandez, $72,850 N/A N/A (1)/2/$72,850
Trustee
================================================================================================================
</TABLE>

______________________

/1/ A Fund Complex means two or more investment companies that hold themselves
out to investors as related companies for purposes of investment and
investor services, or have a common investment adviser or have an
investment adviser that is an affiliated person of the investment adviser
of any of the other investment companies.

/2/ Total number of investment company boards trustees served on within the
Fund Complex.

-29-
<PAGE>

thereunder. The Declaration of Trust provides for indemnification out of the
trust property of any shareholder held personally liable solely by reason of his
being or having been a shareholder and not because of his acts or omissions or
some other reason. The Declaration of Trust also provides that the Fund shall,
upon request, assume the defense of any claim made against any shareholder for
any act or obligation of the Fund, and shall satisfy any judgment thereon.

The Declaration of Trust further provides that all persons having any claim
against the trustees or Fund shall look solely to the trust property for
payment; that no trustee of the Fund shall be personally liable for or on
account of any contract, debt, tort, claim, damage, judgment or decree arising
out of or connected with the administration or preservation of the trust
property or the conduct of any business of the Fund; and that no trustee shall
be personally liable to any person for any action or failure to act except by
reason of his own bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties as a trustee. With the exception stated, the Declaration
of Trust provides that a trustee is entitled to be indemnified against all
liabilities and expenses reasonably incurred by him in connection with the
defense or disposition of any proceeding in which he may be involved or with
which he may be threatened by reason of his being or having been a trustee, and
that the Fund will indemnify officers, representatives and employees of the Fund
to the same extent that trustees are entitled to indemnification.

INVESTMENT ADVISORY, ADMINISTRATION,
DISTRIBUTION AND SERVICING ARRANGEMENTS

BlackRock renders advisory services to the Portfolio pursuant to an
Investment Advisory Agreement (the "Advisory Contract"). Under the Advisory
Contract, BlackRock is not liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Portfolio in connection with the
performance of the Advisory Contract, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of BlackRock in the
performance of its duties or from reckless disregard of its duties and
obligations thereunder. The Advisory Contract is terminable as to the Portfolio
by vote of the Board of Trustees or by the holders of a majority of the
outstanding voting securities of the Portfolio, at any time without penalty, on
60 days' written notice to BlackRock. BlackRock may also terminate its advisory
relationship with respect to the Portfolio, on 60 days' written notice to the
Fund. The Advisory Contract terminates automatically in the event of its
assignment.

-30-
<PAGE>

For the period from October 1, 1998 through September 30, 1999, the
Portfolio paid $115,343 in advisory fees to BlackRock and BlackRock waived
$14,951 in expenses. For the period from October 1, 1997 through September 30,
1998, the Portfolio paid $172,973 in advisory fees to BlackRock, and BlackRock
waived $23,306 in expenses. For the period from October 1, 1996 through
September 30, 1997, the Portfolio paid $323,455 in advisory fees to BlackRock
and BlackRock waived $45,000 in expenses.

Administration Agreement. The Fund has entered into an Administration
Agreement with BAI, whose principal business address is 345 Park Avenue, New
York, New York 10154, and PFPC, whose principal business address is 400 Bellevue
Parkway, Wilmington, DE 19809 (the "Administration Agreement"). PFPC has agreed
to maintain office facilities for the Fund; furnish the Fund with statistical
and research data, clerical, accounting, and bookkeeping services; provide and
supervise the operation of an automated data processing system to process
purchase and redemption orders; provide information and distribute written
communications to shareholders; handle shareholder problems and calls; research
issues raised by financial intermediaries relating to investments in a
Portfolio's shares; review and provide advice with respect to communications for
a Portfolio's shares; monitor the investor programs that are offered in
connection with a Portfolio's shares; provide oversight and related support
services that are intended to ensure the delivery of quality service to the
holders of the Portfolio's shares; and provide certain other services required
by the Fund.

Under the Administration Agreement, the Fund pays to BAI and PFPC
(collectively, the "Administrators") on behalf of the Portfolio a fee, computed
daily and payable monthly, at an aggregate annual rate of (i) .085% of the first
$500 million of the Portfolio's average daily net assets, .075% of the next $500
million of the Portfolio's average daily net assets and .065% of the average
daily net assets of the Portfolio in excess of $1 billion and (ii) .145% of the
first $500 million of average daily net assets allocated to shares of the
Portfolio, .135% of the next $500 million of such average daily net assets and
.125% of the average daily net assets allocated to shares of the Portfolio in
excess of $1 billion.

The Administration Agreement provides that the Administrators will not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or the Portfolio in

-31-
<PAGE>

connection with the performance of the Administration Agreement, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of their respective duties or from reckless disregard of their
respective duties and obligations thereunder. In addition, the Fund will
indemnify each of BAI and PFPC and their affiliates against any loss arising in
connection with their provision of services under the Administration Agreement,
except that neither BAI nor PFPC nor their affiliates shall be indemnified
against any loss arising out of willful misfeasance, bad faith, gross negligence
or reckless disregard of their duties under the Administration Agreement.

For the period from October 1, 1998 through September 30, 1999, the
Portfolio paid $32,074 in administrative fees, and the Administrators waived
fees totaling $87,795.

For the period from October 1, 1997 through September 30, 1998, the
Portfolio paid $24,794 in administrative fees, and the Administrators waived
fees totaling $137,776.

For the period from October 1, 1996 through September 30, 1997, the
Portfolio paid $297,578 in administrative fees to Compass Capital Group, Inc.
("CCG", which served as Co-Administrator to the Fund from December 1, 1995 until
September 30, 1997), PFPC and BDI (which served as Co-Administrator to the Fund
from January 16, 1996 until September 30, 1997), and CCG, PFPC and BDI waived
fees totaling $276,079.

Custodian and Transfer Agency Agreements. PFPC Trust Company ("PTC"), an
affiliate of PNC Bank, whose principal business address is 1600 Market Street,
Philadelphia, Pennsylvania 19103, is custodian of the Fund's assets pursuant to
a custodian agreement (the "Custodian Agreement"). Under the Custodian
Agreement, PTC or a sub-custodian (i) maintains a separate account or accounts
in the name of the Portfolio, (ii) holds and transfers portfolio securities on
account of the Portfolio, (iii) accepts receipts and makes disbursements of
money on behalf of the Portfolio, (iv) collects and receives all income and
other payments and distributions on account of the Portfolio's securities and
(v) makes periodic reports to the Board of Trustees concerning the Portfolio's
operations. PTC is authorized to select one or more banks or trust companies to
serve as sub-custodian on behalf of the Fund, provided that, with respect to
sub-custodians other than sub-custodians for foreign securities, PTC remains
responsible for the performance of all its duties under the Custodian Agreement
and holds the Fund harmless from the acts and omissions of any sub-custodian.
Citibank, N.A. serve as the international sub-custodians for various portfolios
of the Fund.

For its services to the Fund under the Custodian Agreement, PTC receives a
fee which is calculated based upon the Portfolio's average gross assets, with a
minimum monthly fee of $1,000 per investment portfolio. PTC is also entitled to
out-of-pocket expenses and certain transaction charges.

-32-
<PAGE>

PFPC, an affiliate of PNC Bank, serves as the transfer and dividend
disbursing agent for the Fund pursuant to a Transfer Agency Agreement (the
"Transfer Agency Agreement"), under which PFPC (i) issues and redeems shares in
the Portfolio, (ii) addresses and mails all communications by the Portfolio to
record owners of its shares, including reports to shareholders, dividend and
distribution notices and proxy materials for its meetings of shareholders, (iii)
maintains shareholder accounts and, if requested, sub-accounts and (iv) makes
periodic reports to the Board of Trustees concerning the operations of the
Portfolio. PFPC may, on 30 days' notice to the Fund, assign its duties as
transfer and dividend disbursing agent to any other affiliate of PNC Bank Corp.
For its services with respect to the Fund's Institutional Shares under the
Transfer Agency Agreement, PFPC is entitled to receive fees at the annual rate
of .03% of the average net asset value of outstanding Institutional Shares in
the Portfolio, plus per account fees and disbursements.

Distributor and Distribution Plan. The Fund has entered into a distribution
agreement with the Distributor under which the Distributor, as agent, offers
shares of the Portfolio on a continuous basis. The Distributor has agreed to use
appropriate efforts to effect sales of the shares, but it is not obligated to
sell any particular amount of shares. The Distributor's principal business
address is Four Falls Corporate Center, West Conshohocken, Pennsylvania 19428.

The Fund has adopted an Amended and Restated Distribution and Service Plan
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act on behalf of its
Institutional Shares. The Plan was approved by a majority of (i) the trustees of
the Fund and (ii) the trustees of the Fund who are not interested persons of the
Fund and who have no direct or indirect financial interest in the operation of
the Plan or in any agreement related to the Plan (the "Rule 12b-1 Trustees").

-33-
<PAGE>

held by, customers of the financial institutions or dealers involved, and may be
different for different institutions and dealers. Furthermore, the Distributor,
BAI and their affiliates may contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, and may sponsor various contests and
promotions subject to applicable NASD regulations in which participants may
receive prizes such as travel awards, merchandise and cash. The Distributor, BAI
and their affiliates may also pay for the travel expenses, meals, lodging and
entertainment of broker/dealers, financial institutions and their salespersons
in connection with educational and sales promotional programs subject to
applicable NASD regulations.

The Plan will continue from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Trustees,
including a majority vote of the Rule 12b-1 Trustees, cast in person at a
meeting called for the purpose of voting on such continuance. The Plan may be
terminated with respect to the Portfolio at any time, without penalty, by the
vote of a majority of the Rule 12b-1 Trustees or by a vote of the holders of a
majority of the outstanding shares of the Portfolio. The Plan may not be amended
materially without the approval of the Board of Trustees, including a majority
of the Rule 12b-1 Trustees, cast in person at a meeting called for that purpose.
Any modification to the Plan which would materially increase the costs borne by
the Portfolio for distribution purposes pursuant to the Plan must also be
submitted to the stockholders of the Portfolio for approval. In addition, while
the Plan remains in effect, the selection and nomination of the Fund's trustees
who are not "interested persons" of the Fund shall be committed to the
discretion of the Fund's non-interested trustees.

PORTFOLIO TRANSACTIONS

The Adviser is responsible for decisions to buy and sell securities for the
Portfolio, the selection of brokers and dealers to effect the transactions and
the negotiation of prices and any brokerage commissions. The securities in which
the Portfolio invests are traded principally in the over-the-counter market. In
the over-the-counter market, securities are generally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a mark-up to the
dealer. Securities purchased in underwritten offerings generally include, in the
price, a fixed amount of compensation for the manager(s), underwriter(s) and
dealer(s). The Portfolio may also purchase certain money market instruments
directly from an issuer, in which case no commissions or discounts are paid.
Purchases and sales of debt securities on a stock exchange are effected through
brokers who charge a commission for their services.

The Adviser's primary considerations in selecting the manner of executing
securities transactions for the Portfolio will be prompt execution of orders,
the size and breadth of the market for the security, the reliability, integrity
and financial condition and execution capability of the firm, the size of and
difficulty in executing the order, and the best net price. There are

-34-
<PAGE>

many instances when, in the judgment of the Adviser, more than one firm can
offer comparable execution services. In selecting among such firms,
consideration is given to those firms which supply research and other services
in addition to execution services. However, it is not the policy of the Adviser,
absent special circumstances, to pay higher commissions to a firm because it has
supplied such services.

The Portfolio's adviser may consider a number of factors in determining
which brokers to use in purchasing or selling portfolio securities. These
factors include, but are not limited to, research services, sales of shares of
the Fund, the reasonableness of commissions and quality of services and
execution. Brokerage transactions for the Portfolio may be directed through
registered broker/dealers ("Authorized Dealers") who have entered into dealer
agreements with the Distributor, subject to the requirements of best execution.

The Adviser is able to fulfill its obligations to furnish a continuous
investment program to the Portfolio without receiving such information from
brokers; however, it considers access to such information to be an important
element of financial management. Although such information is considered useful,
its value is not determinable, as it must be reviewed and assimilated by the
Adviser, and does not reduce the Adviser's normal research activities in
rendering investment advice under the Advisory Contract. It is possible that the
Adviser's expenses could be materially increased if it attempted to purchase
this type of information or generate it through its own staff.

One or more of the other accounts which the Adviser manages may own from
time to time the same investments as the Portfolio. Investment decisions for the
Portfolio are made independently from those of such other accounts; however,
from time to time, the same investment decision may be made for more than one
company or account. When two or more companies or accounts seek to purchase or
sell the same securities, the securities actually purchased or sold will be
allocated among the companies and accounts on a good faith equitable basis by
the Adviser in its discretion in accordance with the accounts' various
investment objectives. In some cases, this system may adversely affect the price
or size of the position obtainable for the Portfolio. In other cases, however,
the ability of the Portfolio to participate in volume transactions may produce
better execution for the Portfolio.

Although the Advisory Agreement contains no restrictions on portfolio
turnover, it is not the policy of the Portfolio to engage in transactions with
the objective of seeking profits from short-term trading. It is expected that
the annual portfolio turnover rate of the Portfolio will not exceed 400%,
excluding securities having a maturity of one year or less. Because it is
difficult to predict accurately portfolio turnover rate, actual turnover may be
higher or lower. While the Portfolio will pay commissions in connection with its
options and futures transactions, the other securities in which the Portfolio
invests are generally traded on a "net" basis with dealers acting as principals
for their own account without a stated commission. Nevertheless, higher
portfolio turnover may involve correspondingly greater brokerage commissions and
other transaction costs

-35-
<PAGE>

which will be borne directly by the Porfolio. The higher portfolio turnover may
result in increased Portfolio expenses, including brokerage commissions, dealer
mark-ups and other transaction costs on the sale of securities and on
reinvestment in other securities. The Adviser will monitor the tax status of the
Portfolio under the Internal Revenue Code during periods in which the annual
turnover rate of the Portfolio exceeds 100%. The portfolio turnover rate of the
Portfolio is calculated by dividing the lesser of the Portfolio's annual sales
or purchases of portfolio securities (exclusive of purchases or sales of
securities whose maturities at the time of acquisition were one year or less) by
the monthly average value of the securities held by the Portfolio during the
year.

The Portfolio will not purchase securities during the existence of any
underwriting or selling group relating to such securities of which BAI, BIMC,
BlackRock, BIL, PNC Bank, PFPC, the Distributor or any affiliated person (as
defined in the 1940 Act) thereof is a member except pursuant to procedures
adopted by the Board of Trustees in accordance with Rule 10f-3 under the 1940
Act. In no instance will portfolio securities be purchased from or sold to BAI,
BIMC, BlackRock, BIL, PNC Bank, PFPC, the Distributor or any affiliated person
of the foregoing entities except as permitted by SEC exemptive order or by
applicable law.

For the periods from October 1, 1998 through September 30, 1999, October 1,
1997 through September 30, 1998 and October 1, 1996 through September 30, 1997,
the Portfolio paid no brokerage commissions. In addition, for the same periods,
the portfolio turnover rate for the Portfolio was 76%, 11% and 52%,
respectively.

PURCHASE AND REDEMPTION INFORMATION

Institutional Shares of the Portfolio are sold at the net asset value per
share next determined after a purchase order is received.

The Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of the
Portfolio's shares by making payment in whole or in part in securities chosen by
the Fund and valued in the same way as they would be valued for purposes of
computing the Portfolio's net asset value. If payment is made in securities, a
shareholder may incur transaction costs in converting these securities into
cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940
Act so that the Portfolio is obligated to redeem its shares solely in cash up to
the lesser of $250,000 or 1% of its net asset value during any 90-day period for
any one shareholder of the Portfolio.

Under the 1940 Act, the Portfolio may suspend the right to redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange (the "NYSE") is closed (other than customary weekend and
holiday closings), or during which trading on the NYSE is restricted, or during
which (as determined by the SEC by rule or

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regulation) an emergency exists as a result of which disposal or valuation of
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may permit. (The Portfolio may also suspend or postpone the recordation
of the transfer of its shares upon the occurrence of any of the foregoing
conditions.)

In addition to the situations described in the Prospectus, the Fund may
redeem shares involuntarily to reimburse the Portfolio for any loss sustained by
reason of the failure of a shareholder to make full payment for shares purchased
by the shareholder or to collect any charge relating to a transaction effected
for the benefit of a shareholder as provided in the Prospectus from time to
time.

VALUATION OF PORTFOLIO SECURITIES

In determining the approximate market value of portfolio investments, the
Fund may employ outside organizations, which may use, without limitation, a
matrix or formula method that takes into consideration market indexes, matrices,
yield curves and other specific adjustments. This may result in the securities
being valued at a price different from the price that would have been determined
had the matrix or formula method not been used. All cash, receivables and
current payables are carried on the Fund's books at their face value. Other
assets, if any, are valued at fair value as determined in good faith under the
supervision of the Board of Trustees.

Expenses. Expenses are deducted from the total income of the Portfolio
before dividends and distributions are paid. These expenses include, but are not
limited to, fees paid to BlackRock and the Administrators, transfer agency fees,
fees and expenses of officers and trustees who are not affiliated with BlackRock
or the Distributor or any of their affiliates, taxes, interest, legal fees,
custodian fees, auditing fees, certain fees and expenses in registering and
qualifying the Portfolio and its Shares for distribution under Federal and state
securities laws, expenses of preparing prospectuses and statements of additional
information and of printing and distributing prospectuses and statements of
additional information to existing shareholders, the expense of reports to
shareholders, shareholders' meetings and proxy solicitations, fidelity bond and
trustees and officers liability insurance premiums, the expense of using
independent pricing services and other expenses which are not expressly assumed
by BlackRock or the Administrators under their respective agreements with the
Fund. Any general expenses of the Fund that are not readily identifiable as
belonging to a particular investment portfolio will be allocated among all
investment portfolios by or under the direction of the Board of Trustees in a
manner the Board determines to be fair and equitable.

PERFORMANCE INFORMATION

From time to time, total return and yield data for Shares of the Portfolio
may be quoted in advertisements or in communications to Institutions. Total
return will be calculated on an

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average annual total return basis for various periods. Average annual total
return reflects the average annual percentage change in value of an investment
in Shares of the Portfolio over the measuring period. Total return may also be
calculated on an aggregate total return basis. Aggregate total return reflects
the total percentage change in value over the measuring period. Both methods of
calculating total return assume that dividends and capital gain distributions
made by the Portfolio during the period relating to Shares are reinvested in
Shares.

Performance data of Shares of the Portfolio may be compared to those of
other mutual funds with similar investment objectives and to other relevant
indexes or to ratings or rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
In addition, certain indexes may be used to illustrate historic performance of
select asset classes. For example, the total return and/or yield of Shares of
the Portfolio may be compared to data prepared by Lipper Analytical Services,
Inc., CDA Investment Technologies, Inc. and Weisenberger Investment Company
Service, and with the performance of the Salomon Broad Investment Grade Index,
the T-Bill Index and the "stocks, bonds and inflation index" published annually
by Ibbotson Associates. Performance information may also include evaluations of
the Portfolio and their Shares published by nationally recognized ranking
services and information as reported by financial publications such as Business
Week, Fortune, Institutional Investor, Money Magazine, Forbes, Barron's, The
Wall Street Journal and The New York Times, or in publications of a local or
regional nature.

In addition to providing performance information that demonstrates the
actual yield or returns of Shares of the Portfolio over a particular period of
time, the Portfolio may provide certain other information demonstrating
hypothetical investment returns. Such information may include, but is not
limited to, illustrating the compounding effects of a dividend in a dividend
reinvestment plan.

Performance quotations of Shares of the Portfolio represent past
performance and should not be considered as representative of future results.
The investment return and principal value of an investment in Shares of the
Portfolio will fluctuate so that a shareholder's Shares, when redeemed, may be
worth more or less than their original cost. Since performance will fluctuate,
performance data for Shares of the Portfolio cannot necessarily be used to
compare an investment in such Shares with bank deposits, savings accounts and
similar investment alternatives which often provide an agreed or guaranteed
fixed yield for a stated period of time. Shareholders should remember that
performance is generally a function of the kind and quality of the

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instruments held in the portfolio, portfolio maturity, operating expenses and
market conditions. Any fees charged by brokers or other institutions directly to
their customer accounts in connection with investments in Shares will not be
included in the Portfolio's calculations of yield and total return.

Total Return. For purposes of quoting and comparing the performance of
shares of the Portfolio to the performance of other mutual funds and to stock or
other relevant indexes in advertisements, sales literature, communications to
shareholders and other materials, performance may be stated in terms of total
return. Under the rules of the SEC, funds advertising performance must include
total return quotes calculated according to the following formula:

ERV /1/n/
T = [(-----) - 1]
P
Where: T = average annual total return.

ERV = ending redeemable value at the end of the period
covered by the computation of a hypothetical $1,000
payment made at the beginning of the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms
of years.

The total returns for the Portfolio include performance information for the
Predecessor Portfolio for periods prior to April 26, 1996, the date on which the
assets and liabilities of the Predecessor Portfolio were transferred to the
Portfolio. Based on the foregoing, the total returns for the Portfolio were as
follows:

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<PAGE>

==============================================================================

Average Annual Average Annual
Total Return Total Return
-------------- --------------

For the
Twelve Months From Commencement
Ended of Operations to
9/30/99 9/30/99/(1)/
------- ------------
- ------------------------------------------------------------------------------
0.51% 8.66%
---- ----
==============================================================================

- --------------------

/ (1)/ Predecessor Portfolio commenced investment operations on October 6,
1994.

The Portfolio may also from time to time include in advertisements, sales
literature, communications to shareholders and other materials a total return
figure that is not calculated according to the formula set forth above in order
to compare more accurately the performance of the Portfolio's shares with other
performance measures. For example, in comparing the total return of the
Portfolio's shares with data published by Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc. or Weisenberger Investment Company Service, or
with the performance of the Salomon Broad Investment Grade Index, as
appropriate, the Portfolio may calculate the aggregate total return for its
shares for the period of time specified in the advertisement or communication by
assuming the investment of $10,000 in the Portfolio's shares and assuming the
reinvestment of each dividend or other distribution at net asset value on the
reinvestment date. Percentage increases are determined by subtracting the
initial value of the investment from the ending value and by dividing the
remainder by the beginning value.

In addition to average annual total returns, the Portfolio may quote
unaveraged or cumulative total returns reflecting the simple change in value of
an investment over a stated period. Average annual and cumulative total returns
may be quoted as a percentage or as a dollar amount, and may be calculated for a
single investment, a series of investments, or a series of redemptions, over any
time period. Total returns may be broken down into their components of income
and capital (including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to total
return. Total returns may be quoted on a before-tax or after-tax basis. Total
returns, yields, and other performance information may be quoted numerically or
in a table, graph or similar illustration.

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<PAGE>

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<PAGE>

Other Information Regarding Investment Returns. In addition to providing
performance information that demonstrates the total return or yield of
Institutional Shares of the Portfolio over a specified period of time, the Fund
may provide certain other information demonstrating hypothetical investment
returns. Such information may include, but is not limited to, illustrating the
compounding effects of a dividend in a dividend reinvestment plan.

Miscellaneous. Performance information for the Portfolio assumes the
reinvestment of dividends and distributions. Performance information may reflect
fee waivers that subsidize and reduce the total operating expenses of the
Portfolio. In these cases, the Portfolio's return would be lower if there were
not such waivers.

Yield on shares of the Portfolio will fluctuate daily and does not provide
a basis for determining future yield. Because yield will fluctuate, it cannot be
compared with yields on savings account or other investment alternatives that
provide an agreed to or guaranteed fixed yield for a stated period of time. In
comparing the yield of one fund to another, consideration should be given to
each fund's investment policies, including the types of investments made,
lengths of maturities of the portfolio securities, and whether there are any
special account charges which may reduce the effective yield. The fees which may
be imposed by authorized dealers and other institutions on their customers are
not reflected in the calculations of total returns or yields for the Portfolio.

As stated above, the Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on an investment in
the Portfolio are reinvested by being paid in additional Portfolio shares, any
future income or capital appreciation of the Portfolio would increase the value,
not only of the original investment in the Portfolio, but also of the additional
Portfolio shares received through reinvestment. The Fund may also include
discussions or illustrations of the potential investment goals of a prospective
investor, investment management techniques, policies or investment suitability
of the Portfolio, economic conditions, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury bills. From time to time advertisements or communications to
shareholders may summarize the substance of information contained in shareholder
reports (including the investment composition of the Portfolio), as well as the
views of BlackRock as to current market, economy, trade and interest rate
trends, legislative, regulatory and monetary developments, investment strategies
and related matters believed to be of relevance to the Portfolio. The Fund may
also include in advertisements charts, graphs or drawings which illustrate the
potential risks and rewards of investment in various investment vehicles,
including but not limited to, stocks, bonds, treasury bills and shares of the
Portfolio. In addition, advertisements or shareholder communications may include
a discussion of certain attributes or benefits to be derived by an investment
in the Portfolio. Such advertisements or communications may include symbols,

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<PAGE>

headlines or other material which highlight or summarize the information
discussed in more detail therein.

TAXES

The following is only a summary of certain additional tax considerations
generally affecting the Portfolio and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Portfolio or its shareholders, and the discussion here and in
the Prospectuses is not intended as a substitute for careful tax planning.
Investors are urged to consult their tax advisers with specific reference to
their own tax situation.

The Portfolio will elect to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). As a regulated investment company, the Portfolio generally is exempt
from federal income tax on its net investment income (i.e., its investment
company taxable income as that term is defined in the Code without regard to the
deduction for dividends paid) and net capital gain (i.e., the excess of its net
long-term capital gain over net short-term capital loss) that it distributes to
shareholders, provided that it distributes an amount equal to at least 90% of
its net investment income (the "Distribution Requirement") and satisfies certain
other requirements of the Code that are described below. Distributions of net
investment income made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year will
satisfy the Distribution Requirement.

In addition to satisfaction of the Distribution Requirement, the Portfolio
must derive at least 90% of its gross income from dividends, interest, certain
payments with respect to securities loans and gains from the sale or other
disposition of stock or securities or foreign currencies (including, but not
limited to, gains from forward foreign currency exchange contacts), or from
other income derived with respect to its business of investment in such stock,
securities, or currencies (the "Income Requirement").

In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of the Portfolio's assets must
consist of cash and cash items, U.S. government securities, securities of other
regulated investment companies, and securities of other issuers (as to which the
Portfolio has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which the Portfolio does not hold more than
10% of the outstanding voting securities of such issuer), and no more than 25%
of the value of the Portfolio's total assets may be invested in the securities
of any one issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which such Portfolio
controls and which are engaged in the same or similar trades or businesses.

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<PAGE>

Distributions of net investment income will be taxable to shareholders as
ordinary income, regardless of whether such distributions are paid in cash or
are reinvested in shares. Shareholders receiving any taxable distribution from
the Portfolio in the form of additional shares will be treated as receiving a
taxable distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.

The Portfolio intends to distribute to shareholders any of its net capital
gain for each taxable year. Net capital gain is distributed as a capital gain
dividend and is taxable to shareholders as long-term capital gain, regardless of
the length of time the shareholder has held his shares, whether net capital gain
was recognized by the Portfolio prior to the date on which a shareholder
acquired shares of the Portfolio and whether the distribution was paid in cash
or reinvested in shares.

It is expected that distributions from the Portfolio will generally not
qualify for the "dividends received" deduction for corporate shareholders.

Ordinary income of individuals will be taxable at a maximum marginal rate
of 39.6%, but because of limitations on itemized deductions otherwise allowable
and the phase-out of personal exemptions, the maximum effective marginal rate of
tax for some taxpayers may be higher. Long-term capital gains of individuals are
taxed at a maximum rate of 20%. Capital gains and ordinary income of corporate
taxpayers are both taxed at a maximum rate of 35%. Investors should be aware
that any loss realized upon the sale, exchange or redemption of shares held for
six months or less will be treated as a long-term capital loss to the extent any
capital gain dividends have been paid with respect to such shares.

The Portfolio may engage in hedging or derivatives transactions involving
forward contracts, options and futures contracts and short sales. Such
transactions will be subject to special provisions of the Code that, among other
things, may affect the character of gains and losses realized by the Portfolio
(that is, may affect whether gains or losses are ordinary or capital),
accelerate recognition of income of the Portfolio and defer recognition of
certain of the Portfolio's losses. These rules could therefore affect the
character, amount and timing of distributions to shareholders. In addition,
these provisions (1) will require the Portfolio to "mark-to-market" certain
types of positions in its portfolio (that is, treat them as if they were closed
out) and (2) may cause the Portfolio to recognize income without receiving cash
with which to pay dividends or make distributions in amounts necessary to
satisfy the Distribution Requirement and avoid the 4% excise tax (described
below). The Portfolio intends to monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any option, futures contract, forward contract or
hedged investment in order to mitigate the effect of these rules.

If for any taxable year the Portfolio does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders, and all
distributions will be taxable as ordinary dividends to the

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extent of the Portfolio's current and accumulated earnings and profits. Such
distributions will be eligible for the dividends received deduction in the case
of corporate shareholders.

A 4% non-deductible excise tax is imposed on regulated investment companies
that fail to currently distribute specified percentages of their ordinary
taxable income and capital gain net income (excess of capital gains over capital
losses). The Portfolio intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and any capital gain net income
prior to the end of the calendar year to avoid liability for this excise tax.

The Fund will be required in certain cases to withhold and remit to the
United States Treasury 31% of dividends and gross sale proceeds paid to any
shareholder (i) who has provided either an incorrect tax identification number
or no number at all, (ii) who is subject to backup withholding by the Internal
Revenue Service for failure to report the receipt of interest or dividend income
properly, or (iii) who has failed to certify to the Fund that he is not subject
to backup withholding or that he is an "exempt recipient."

Shareholders will be advised annually as to the federal income tax
consequences of distributions made by the Portfolio each year.

Although the Portfolio expects to qualify as a regulated investment company
and to be relieved of all or substantially all Federal income taxes, depending
upon the extent of its activities in states and localities in which its offices
are maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business, the Portfolio may be
subject to the tax laws of such states or localities. Shareholders should
consult their tax advisors about state and local tax consequences, which may
differ from the federal income tax consequences described above.

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ADDITIONAL INFORMATION CONCERNING SHARES

Each share of the Portfolio has a par value of $.001, represents an equal
proportionate interest in the Portfolio and is entitled to such dividends and
distributions earned on the Portfolio's assets as are declared in the discretion
of the Board of Trustees. The Fund's shareholders are entitled to one vote for
each full share held and proportionate fractional votes for fractional shares
held, and will vote in the aggregate and not by class, except where otherwise
required by law or as determined by the Board of Trustees.

Rule 18f-2 under the 1940 Act provides that any matter required by the
provisions of the 1940 Act or applicable state law, or otherwise, to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Fund shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
investment portfolio affected by such matter. Rule 18f-2 further provides that
an investment portfolio shall be deemed to be affected by a matter unless the
interests of each investment portfolio in the matter are substantially identical
or the matter does not affect any interest of the investment portfolio. Under
the Rule, the approval of an investment advisory agreement, a distribution plan
subject to Rule 12b-1 under the 1940 Act or any change in a fundamental
investment policy would be effectively acted upon with respect to an investment
portfolio only if approved by a majority of the outstanding shares of such
investment portfolio. However, the Rule also provides that the ratification of
the appointment of independent accountants, the approval of principal
underwriting contracts and the election of Trustees may be effectively acted
upon by shareholders of the Fund voting together in the aggregate without regard
to a particular investment portfolio.

The proceeds received by the Portfolio for each issue or sale of its
shares, and all net investment income, realized and unrealized gain and proceeds
thereof, subject only to the rights of creditors, will be specifically allocated
to and constitute the underlying assets of the Portfolio. The underlying assets
of the Portfolio will be segregated on the books of account, and will be

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charged with the liabilities in respect to the Portfolio and with a share of the
general liabilities of the Fund.

The Funds' Declaration of Trust authorizes the Board of Trustees, without
shareholder approval (unless otherwise required by applicable law), to: (i)
sell and convey the assets belonging to a class of shares to another management
investment company for consideration which may include securities issued by the
purchaser and, in connection therewith, to cause all outstanding shares of such
class to be redeemed at a price which is equal to their net asset value and
which may be paid in cash or by distribution of the securities or other
consideration received from the sale and conveyance; (ii) sell and convert the
assets belonging to one or more classes of shares into money and, in connection
therewith, to cause all outstanding shares of such class to be redeemed at their
net asset value; or (iii) combine the assets belonging to a class of shares with
the assets belonging to one or more other classes of shares if the Board of
Trustees reasonably determines that such combination will not have a material
adverse effect on the shareholders of any class participating in such
combination and, in connection therewith, to cause all outstanding shares of any
such class to be redeemed or converted into shares of another class of shares at
their net asset value. The Board of Trustees may authorize the termination of
any class of shares after the assets belonging to such class have been
distributed to its shareholders.

MISCELLANEOUS

Effective January 31, 1998, the Fund changed its name from Compass Capital
Funds(SM) to BlackRock Funds(SM).

Counsel. The law firm of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017 serves as the Fund's counsel.

Independent Accountants. PricewaterhouseCoopers LLP, 2400 Eleven Penn
Center, Philadelphia, Pennsylvania 19103, serves as the Fund's independent
accountants.

Five Percent Owners. The name, address and percentage ownership of each
person that on November 26, 1999 owned of record or beneficially 5% or more of
the outstanding shares of the Portfolio was as follows: Ameritech Pension
Trust, c/o Harris Trust & Savings Bank, 111 West Monroe 5W, Chicago, IL 60603,
99.92%.

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Shareholder Approvals. As used in this Statement of Additional Information
and in the Prospectus, a "majority of the outstanding shares" means, with
respect to the approval of the Portfolio's investment advisory agreement, a
distribution plan or a change in a fundamental investment policy, the lesser of
(1) 67% of the shares of the Portfolio represented at a meeting at which the
holders of more than 50% of the outstanding shares of the Portfolio are present
in person or by proxy, or (2) more than 50% of the outstanding shares of the
Portfolio.

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APPENDIX A

The following summarizes the ratings used for debt securities:

DESCRIPTION OF MOODY'S BOND RATINGS:

Aaa - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds are judged to be of high quality by all standards. Together
with the "Aa" group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in "Aa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in "Aaa" securities.

A - Bonds possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds considered medium-grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba, B, Caa, Ca, and C - Bonds that possess one of these ratings
provide questionable protection of interest and principal ("Ba" indicates some
speculative elements; "B" indicates a general lack of characteristics of
desirable investment; "Caa" represents a poor standing; "Ca" represents
obligations which are speculative in a high degree; and "C" represents the
lowest rated class of bonds). "Caa," "Ca" and "C' bonds may be in default.

A-1
<PAGE>

(P)- When applied to forward delivery bonds, indicates that the rating
is provisional pending delivery of the bonds. The rating may be revised prior to
delivery if changes occur in the legal documents or the underlying credit
quality of the bonds.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's
believes possess the strongest investment attributes are designated by the
symbols, Aa1, A1, Ba1 and B1.

DESCRIPTION OF S&P BOND RATINGS:

AAA - This designation represents the highest rating assigned by
Standard & Poor's to a debt obligation and indicates an extremely strong
capacity to pay interest and repay principal.

AA - Debt is considered to have a very strong capacity to pay interest
and repay principal and differs from AA issues only in small degree.

A - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

BBB - Debt is regarded as having an adequate capacity to pay interest
and repay principal. Whereas such issues normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB, B, CCC, CC and C - Debt is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. "BB" indicates the lowest degree
of speculation and "C" the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

BB - Debt has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and

A-2
<PAGE>

principal payments. The "BB" rating category is also used for debt subordinated
to senior debt that is assigned an actual or implied "BBB-" rating.

B - Debt has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The "B" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "BB" or "BB-"
rating.

CCC - Debt has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
'B" or "B-" rating.

CC - The rating 'CC" typically is applied to debt subordinated to
senior debt that is assigned an actual or implied "CCC" rating.

C - The rating "C" typically is applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC-" debt rating. The "C" rating
may be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

CI - The rating "CI" is reserved for income bonds on which no
interest is being paid.

D - Debt rated "D" is in payment default. The "D" rating category is
used when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will
be used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Standard & Poor's letter ratings may be modified by the addition of a
plus or minus sign, which is used to show relative standing within the major
rating categories, except in the AA, CC, C, CI and D categories.

DESCRIPTION OF DUFF & PHELPS' BOND RATINGS:

AAA - Bonds rated AA are of the highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

A-3
<PAGE>

AA - Bonds rated AA have high credit quality with strong protection
factors. Risk is modest.

A - Bonds rated A have average but adequate protection factors. Risk
factors are greater and more variable in times of economic stress than AA or AA.

BBB - Bonds rated BBB exhibit below average protection factors, but
still considered sufficient for prudent investment. Considerable variability in
risk is present during economic cycles.

BB - Bonds rated BB are below investment grade, but deemed likely to
meet obligations when due.

B - Bonds rated B are below investment grade and possessing risk that
obligations will not be met when due.

CCC - Bonds rated CCC are well below investment grade. They may be in
default or have considerable uncertainty as to timely payment of principal,
interest or preferred dividends.

DD - Bonds rated DD are defaulted debt obligations.

Duff & Phelps' letter ratings may be modified by the addition of a
plus or minus sign, which is used to show relative standing within the major
rating categories, except in the AA, CCC and DD categories.

DESCRIPTION OF FITCH BOND RATINGS:

AAA - Bonds rated AA are considered investment grade and of the
highest quality. The ability to pay interest and principal is exceptionally
strong and unlikely to be affected by reasonably foreseeable events.

AA - Bonds rated AA are considered investment grade and very high
credit quality.

A - Bonds rated A are considered investment grade and of high credit
quality. The ability to pay interest and principal is strong, but may be
vulnerable to adverse changes in economic conditions and circumstances than
bonds with higher ratings.

BBB - Bonds rated BBB are considered investment grade and satisfactory
credit quality. The likelihood that these bonds will fall below investment
grade, however, is higher than for bonds with higher ratings.

A-4
<PAGE>

BB - Bonds rated BB are considered speculative. The ability to pay
interest and principal may be affected over time by adverse economic changes.

B - Bonds rated B are considered highly speculative. While bonds in
this class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the issuer's limited
margin of safety and the need for reasonable business and economic activity
throughout the life of the issue.

CCC - Bonds rated CCC have certain identifiable characteristics which,
if not remedied, may lead to default.

CC - Bonds rated CC are minimally protected. Default seems probable
over time.

C - Bonds rated C are in imminent default in payments of interest or
principal.

DDD, DD and D - Bonds rated in any of these categories are in default
on interest and/or principal payments.

Fitch's letter ratings may be modified by the addition of a plus or
minus sign, which is used to show relative standing within the major rating
categories, except in the AAA category.

A-5
<PAGE>

APPENDIX B

GENERAL CHARACTERISTICS AND RISKS OF
ADDITIONAL INVESTMENT MANAGEMENT TECHNIQUES

In order to manage the risk of its securities portfolio, including
duration management, or to enhance income or gain as described above, the
Portfolio will engage in Additional Investment Management Techniques. The
Portfolio will engage in such activities in the Adviser's discretion, and may
not necessarily be engaging in such activities when movements in interest rates
that could affect the value of the assets of the Portfolio occur. The
Portfolio's ability to pursue certain of these strategies may be limited by
applicable regulations of the CFTC and the federal income tax requirements
applicable to regulated investment companies.

Put and Call Options on Securities and Indices

The Portfolio may purchase and sell put and call options on securities
and indices. A put option gives the purchaser of the option the right to sell
and the writer the obligation to buy the underlying security at the exercise
price during the option period. The Portfolio may also purchase and sell
options on stock indices ("index options"). Index options are similar to
options on securities except that, rather than taking or making delivery of
securities underlying the option at a specified price upon exercise, an index
option gives the holder the right to receive cash upon exercise of the option if
the level of the stock index upon which the option is based is greater, in the
case of a call, or less, in the case of a put, than the exercise price of the
option. The purchase of a put option on a debt security could protect the
Portfolio's holdings in a security or a number of securities against a
substantial decline in the market value. A call option gives the purchaser of
the option the right to buy and the seller the obligation to sell the underlying
security or index at the exercise price during the option period or for a
specified period prior to a fixed date. The purchase of a call option on a
security could protect the Portfolio against an increase in the price of a
security that it intended to purchase in the future. In the case of either put
or call options that it has purchased, if the option expires without being sold
or exercised, the Portfolio will experience a loss in the amount of the option
premium plus any related commissions. When the Portfolio sells put and call
options, it receives a premium as the seller of the option. The premium that
the Portfolio receives for selling the option will serve as a partial hedge, in
the amount of the option premium, against changes in the value of the securities
in its portfolio. During the term of the option, however, a covered call seller
has, in return for the premium on the option, given up the opportunity for
capital appreciation above the exercise price of the option if the value of the
underlying security increases, but has retained the risk of loss should the
price of the underlying security decline. Conversely, a secured put seller
retains the risk of loss should the market value of the underlying security
decline below the exercise price of the option, less the premium received on the
sale of the option. The Portfolio is authorized to purchase and sell exchange
listed options and over-the-counter options ("OTC Options") which are privately
negotiated with the counterparty. Listed options are issued by the Options
Clearing Corporation ("OCC") which guarantees the performance of the obligations
of the parties to such options.

B-1
<PAGE>

The Portfolio's ability to close out its position as a purchaser or
seller of an exchange-listed put or call option is dependent upon the existence
of a liquid secondary market on option exchanges. Among the possible reasons
for the absence of a liquid secondary market on an exchange are: (i)
insufficient trading interest in certain options; (ii) restrictions on
transactions imposed by an exchange; (iii) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of options or
underlying securities; (iv) interruption of the normal operations on an
exchange; (v) inadequacy of the facilities of an exchange or OCC to handle
current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options on that exchange
that had been listed by the OCC as a result of trades on that exchange would
generally continue to be exercisable in accordance with their terms. OTC
Options are purchased from or sold to dealers, financial institutions or other
counterparties which have entered into direct agreements with the Portfolio.
With OTC Options, such variables as expiration date, exercise price and premium
will be agreed upon between the Portfolio and the counterparty, without the
intermediation of a third party such as the OCC. If the counterparty fails to
make or take delivery of the securities underlying an option it has written, or
otherwise settle the transaction in accordance with the terms of that option as
written, the Portfolio would lose the premium paid for the option as well as any
anticipated benefit of the transaction. As the Portfolio must rely on the
credit quality of the counterparty rather than the guarantee of the OCC, it will
only enter into OTC Options with counterparties with the highest long-term
credit ratings, and with primary United States government securities dealers
recognized by the Federal Reserve Bank of New York.

The hours of trading for options on debt securities may not conform to
the hours during which the underlying securities are traded. To the extent that
the option markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the option markets.

Futures Contracts and Related Options

Characteristics. The Portfolio may sell financial futures contracts
or purchase put and call options on such futures as a hedge against anticipated
interest rate changes or other market movements. The sale of a futures contract
creates an obligation by the Portfolio, as seller, to deliver the specific type
of financial instrument called for in the contract at a specified future time
for a specified price. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right in return for the premium paid to assume a position in a futures contract
(a long position if the option is a call and a short position if the option is a
put).

Margin Requirements. At the time a futures contract is purchased or
sold, the Portfolio must allocate cash or securities as a deposit payment
("initial margin"). It is expected that the initial margin that the Portfolio
will pay may range from approximately 1% to

B-2
<PAGE>

approximately 5% of the value of the securities or commodities underlying the
contract. In certain circumstances, however, such as periods of high volatility,
the Portfolio may be required by an exchange to increase the level of its
initial margin payment. Additionally, initial margin requirements may be
increased generally in the future by regulatory action. An outstanding futures
contract is valued daily and the payment in cash of "variation margin" may be
required, a process known as "marking to the market." Transactions in listed
options and futures are usually settled by entering into an offsetting
transaction, and are subject to the risk that the position may not be able to be
closed if no offsetting transaction can be arranged.

Limitations on Use of Futures and Options on Futures. The Portfolio's
use of futures and options on futures will in all cases be consistent with
applicable regulatory requirements and in particular the rules and regulations
of the CFTC. Under such regulations the Portfolio currently may enter into such
transactions without limit for bona fide hedging purposes, including risk
management and duration management and other portfolio strategies.

The Portfolio will not enter into a futures contract or related option
if, immediately thereafter, the sum of the amount of its initial deposits and
premiums on open contracts and options would exceed 5% of the Portfolio's
liquidation value, i.e. net assets (taken at current value); provided, however,
that in the case of an option that is in-the-money at the time of the purchase,
the in-the-money amount may be excluded in calculating the 5% limitation. Also,
when required, a segregated account of cash or cash equivalents will be
maintained and marked to market in an amount equal to the market value of the
contract. The Portfolio reserves the right to comply with such different
standard as may be established from time to time by CFTC rules and regulations
with respect to the purchase or sale of futures contracts or options thereon.

Segregation and Cover Requirements. Futures contracts, interest rate
swaps, caps, floors and collars and listed options on securities, indices and
futures contracts sold by the Portfolio are subject to segregation and coverage
requirements of either the CFTC or the SEC, with the result that, if the
Portfolio does not hold the security or futures contract underlying the
instrument, the Portfolio will be required to segregate on an ongoing basis with
its custodian, cash, U.S. government securities, or other liquid debt
obligations in an amount at least equal to the Portfolio's obligations with
respect to such instruments. Such amounts fluctuate as the obligations increase
or decrease. The segregation requirement can result in the Portfolio
maintaining securities positions it would otherwise liquidate, segregating
assets at a time when it might be disadvantageous to do so or otherwise restrict
portfolio management.

B-3
<PAGE>

BLACKROCK FUNDS(SM)
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
<PAGE>

Statement on Form N-1A filed on January 27, 1998; Article II of
Registrant's Code of 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

C-2
<PAGE>

Income, Pennsylvania Tax-Free Income, Low 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 Castle International 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.

C-3
<PAGE>

(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 Portfolios
is incorporated herein by reference to Exhibit (5)(r) of Post-
Effective

C-4
<PAGE>

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

(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.

C-5
<PAGE>

(b) Amendment No. 1 to Custodian Agreement between Registrant and PNC
Bank, National Association is incorporated herein by reference to
Exhibit 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.

(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

C-6
<PAGE>

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 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.

C-7
<PAGE>

(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-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.

(11) Omitted Financial Statements

C-8
<PAGE>

(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
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

C-9
<PAGE>

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.

(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

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<PAGE>

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 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.

C-11
<PAGE>

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:

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).

C-12
<PAGE>

(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).

(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).

Item 28. Location of Accounts and Records

(1) PFPC Trust Company, 200 Stevens Drive, Lester, PA 19113
(records relating to its functions as custodian).

C-13
<PAGE>

(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).

(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.
C-14
<PAGE>

Item 30. Undertakings

None.

C-15
<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 6th day of December, 1999.

BLACKROCK FUNDS(SM)
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
- --------------------------
(Raymond J. Clark) Treasurer December 6, 1999

*David R. Wilmerding, Jr. Chairman of the Board December 6, 1999
- --------------------------
(David R. Wilmerding, Jr.)

*Anthony M. Santomero Vice-Chairman of the Board December 6, 1999
- --------------------------
(Anthony M. Santomero)

*William O. Albertini Trustee December 6, 1999
- --------------------------
(William O. Albertini)

*Robert M. Hernandez Trustee December 6, 1999
- --------------------------
(Robert M. Hernandez)

*By: /s/ Karen H. Sabath
------------------------------------------
Karen H. Sabath, Attorney-in-fact
<PAGE>

EXHIBIT INDEX
-------------

Exhibit No. Description
- ---------- -----------

10(a) Consent of Independent Accountants

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Post-Effective Amendment No. 49
to the Registration Statement of the BlackRock Funds (the "Funds") on Form N-1A
(File No. 33-26305) of our reports dated November 15, 1999 on our audits of the
financial statements and financial highlights of the Funds which reports are
included in the Annual Reports to Shareholders for the year ended September 30,
1999, which are incorporated by reference in the Post-Effective Amendment to the
Registration Statement. We also consent to the reference to our Firm under the
headings "Financial Highlights" in the Prospectus and "Financial Statements" and
"Miscellaneous -- Independent Accountants" in the Statements of Additional
Information.

PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 6, 1999