As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 33-26305
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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. 53 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
AMENDMENT NO. 55 /x/
_____________________________________________
BLACKROCK FUNDSSM
(Exact Name of Registrant as Specified in Charter)
Bellevue Corporate Center Brian Kindelan, Esq. copy to:
400 Bellevue Parkway BlackRock Advisors, Inc. Sarah E. Cogan, Esq.
Suite 100 1600 Market Street, Simpson Thacher &
Wilmington, Delaware 19809 28th Floor Bartlett
(Address of Principal Philadelphia, PA 19103 425 Lexington Avenue
Executive Offices) (Name and Address of New York, New York 10017
Registrant's Telephone Agent for Service)
Number
(302) 792-2555
_____________________________________________
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 10, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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EXPLANATORY NOTE
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, 2000, are incorporated
by reference to the Registrant's filing of Post-Effective Amendment No.
50 to its Registration Statement on Form N-1A on January 28, 2000.
The prospectus for the BlackRock Shares of the Low Duration Bond, Core
Bond, Intermediate Bond and High Yield Bond Portfolios, dated January 28,
2000, is incorporated by reference to the Registrant's filing of Post-
Effective Amendment No. 50 to its Registration Statement on Form N-1A on
January 28, 2000.
The prospectuses for the shares of the BlackRock Strategic Portfolio I,
BlackRock Strategic Portfolio II and the Multi-Sector Mortgage Securities
Portfolio III, each dated December 6, 1999, are incorporated by reference
to the Registrant's filing of Post-Effective Amendment No. 49 to its
Registration Statement on Form N-1A on December 6, 1999.
The prospectus for the shares of the Multi-Sector Mortgage Securities
Portfolio IV, dated January 28, 2000, is incorporated by reference to the
Registrant's filing of Post-Effective Amendment No. 50 to its
Registration Statement on Form N-1A on January 28, 2000.
The prospectus for the Hilliard Lyons Shares of the Money Market
Portfolio and the Municipal Money Market Portfolio, dated October 5,
1999, 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 prospectuses for the Service, Investor A, Investor B, Investor C and
Institutional Shares of the Global Science & Technology Portfolio are
incorporated by reference to the Registrant's filing of Post-Effective
Amendment No. 51 to its Registration Statement on Form N-1A on February
15, 2000.
The prospectuses for the Service, Investor A, Investor B, Investor C and
Institutional Shares of the European Equity and Asia Pacific Equity
Portfolios and BlackRock Shares of the Select Equity Portfolio are
incorporated by reference to the Registrant's filing of Post-Effective
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Amendment No. 52 to its Registration Statement on Form N-1A on March 23,
2000.
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, 2000, is incorporated by reference to
the Registrant's filing of Post-Effective Amendment No. 50 to its
Registration Statement on Form N-1A on January 28, 2000.
The statements of additional information for the shares of the BlackRock
Strategic Portfolio I, the BlackRock Strategic Portfolio II and the
Multi-Sector Mortgage Securities Portfolio III, dated December 6, 1999,
are incorporated by reference to the Registrant's filing of Post-
Effective Amendment No. 49 to its Registration Statement on Form N-1A on
December 6, 1999.
The statement of additional information for the shares of the Multi-
Sector Mortgage Securities Portfolio IV, dated January 28, 2000, is
incorporated by reference to the Registrant's filing of Post-Effective
Amendment No. 50 to its Registration Statement on Form N-1A on January
28, 2000.
The statement of additional information for Hilliard Lyons Shares of the
Money Market Portfolio and the Municipal Money Market Portfolio, dated
October 5, 1999, 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 Service, Investor A,
Investor B, Investor C and Institutional Shares of the Global Science &
Technology Portfolio is incorporated by reference to the Registrant's
filing of Post-Effective Amendment No. 51 to its Registration Statement
on Form N-1A on February 15, 2000.
The statement of additional information for the Service, Investor A,
Investor B, Investor C and Institutional Shares of the European Equity
and Asia Pacific Equity Portfolios is incorporated by reference to the
Registrant's filing of Post-Effective Amendment No. 52 to its
Registration Statement on Form N-1A on March 23, 2000.
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BLACKROCK FUNDSSM
PART C
OTHER INFORMATION
Item 23. Exhibits
(1) Articles of Incorporation
(a) Declaration of Trust of the Registrant dated December 22,
1988 is incorporated herein by reference to Exhibit
(1)(a) of Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27,
1998.
(b) Amendment No. 1 to Declaration of Trust dated May 4, 1989
is incorporated herein by reference to Exhibit (1)(b) of
Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27,
1998.
(c) Amendment No. 2 to the Declaration of Trust dated
December 23, 1993 is incorporated herein by reference to
Exhibit (1)(c) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(d) Amendment No. 3 to the Declaration of Trust dated January
5, 1996 is incorporated by reference to Exhibit 1(d) of
Post-Effective Amendment No. 23 to Registrant's
Registration Statement on Form N-1A (No. 33-26305) filed
on October 18, 1996.
(e) Amendment No. 4 to the Declaration of Trust dated
December 23, 1997 is incorporated herein by reference to
Exhibit (1)(e) of Post-Effective Amendment No. 33 to
Registrant's Registration Statement on Form N-1A filed on
January 27, 1998.
(2) By-laws
(a) Amended and Restated Code of Regulations of the
Registrant is incorporated herein by reference to Exhibit
2(a) of Post-Effective Amendment No. 42 to Registrant's
Registration Statement on Form N-1A filed on June 11,
1999.
(3) Instruments Defining Rights of Security Holders
(a) Sections V, VIII and IX of Registrant's Declaration of
Trust dated December 22, 1988 are incorporated herein by
reference to Exhibit (1)(a) of Post-Effective Amendment
No. 33 to Registrant's Registration Statement on Form
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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 Income,
Pennsylvania Tax-Free Income, Low Duration Bond,
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Intermediate Bond, Government Income, New Jersey Tax-Free
Income and Core Bond Portfolios is incorporated herein by
reference to Exhibit (5)(c) of Post-Effective Amendment
No. 21 to Registrant's Registration Statement on Form
N-1A filed on May 30, 1996.
(g) Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and Provident Capital Management, Inc. with
respect to the Large Cap Value Equity, Small Cap Value
Equity and Select Equity Portfolios is incorporated
herein by reference to Exhibit (5)(c) of Post-Effective
Amendment No. 21 to Registrant's Registration Statement
on Form N-1A filed on May 30, 1996.
(h) Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and PNC Equity Advisors Company with respect
to the Large Cap Growth Equity and Small Cap Growth
Equity Portfolios is incorporated herein by reference to
Exhibit (5)(c) of Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A filed on
May 30, 1996.
(i) Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and PNC Institutional Management Corporation
with respect to the Money Market, U.S. Treasury Money
Market, Municipal Money Market, Pennsylvania Municipal
Money Market, Ohio Municipal Money Market, North Carolina
Municipal Money Market, Virginia Municipal Money Market
and New Jersey Municipal Money Market Portfolios is
incorporated herein by reference to Exhibit (5)(c) of
Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A filed on May 30,
1996.
(j) Sub-Advisory Agreement between PNC Asset Management
Group, Inc. and CastleInternational Asset Management
Limited with respect to the International Equity and
International Emerging Markets Portfolios is incorporated
herein by reference to Exhibit (5)(c) of Post-Effective
Amendment No. 21 to Registrant's Registration Statement
on Form N-1A filed on May 30, 1996.
(k) Sub-Advisory Agreement among PNC Asset Management Group,
Inc., Provident Capital Management, Inc. and BlackRock
Financial Management, Inc. with respect to the Balanced
Portfolio is incorporated herein by reference to Exhibit
(5)(c) of Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A filed on May 30,
1996.
(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
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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 Amendment No. 34 to
Registrant's Registration Statement on Form N-1A filed on
February 13, 1998.
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(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.
(v) Form of Addendum No. 5 to Investment Advisory Agreement
between Registrant and BlackRock Advisors, Inc. with
respect to the Global Science & Technology, European
Equity and Asia Pacific Equity Portfolios to be filed by
amendment.
(w) Form of Sub-Advisory Agreement between BlackRock
Advisors, Inc. and BlackRock Financial Management, Inc.
with respect to the Global Science & Technology Portfolio
to be filed by amendment.
(x) Form of Sub-Advisory Agreement between BlackRock
Advisors, Inc. and BlackRock International, Ltd. with
respect to the European Equity and Asia Pacific Equity
Portfolios to be filed by amendment.
(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.
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(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.
(b) Amendment No. 1 to Custodian Agreement between Registrant
and PNC Bank, National Association is incorporated herein
by reference to Exhibit (8)(b) of Post-Effective
Amendment No. 33 to Registrant's Registration Statement
on Form N-1A filed on January 27, 1998.
(c) Amendment No. 2 dated March 1, 1993 to Custodian
Agreement between Registrant and PNC Bank, National
Association with respect to the Short-Term Bond,
Intermediate-Term Bond, Core Equity, Small Cap Growth
Equity and North Carolina Municipal Money Market
Portfolios is incorporated herein by reference to Exhibit
(8)(c) of Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27,
1998.
(d) Form of Appendix B to Custodian Agreement between
Registrant and PFPC Trust Company is incorporated herein
by reference to Exhibit 7(d) of Post-Effective Amendment
No. 42 to Registrant's Registration Statement on Form N-
1A filed on June 11, 1999.
(e) Sub-Custodian Agreement dated April 27, 1992 among the
Registrant, PNC Bank, National Association and The Chase
Manhattan Bank is incorporated herein by reference to
Exhibit (8)(e) of Post-Effective Amendment No. 34 to
Registrant's Registration Statement on Form N-1A filed on
February 13, 1998.
(f) Global Custody Agreement between Barclays Bank PLC and
PNC Bank, National Association dated October 28, 1992 is
incorporated herein by reference to Exhibit (8)(f) of
Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27,
1998.
(g) Custodian Agreement between State Street Bank and Trust
Company and PNC Bank, National Association dated June 13,
1983 is incorporated herein by reference to Exhibit
(8)(g) of Post-Effective Amendment No. 34 to Registrant's
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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 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
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Registration Statement on Form N-1A filed on January 27,
1998.
(f) Amendment No. 3 to Transfer Agency Agreement dated
October 4, 1989 between Registrant and PFPC Inc. relating
to the Short-Term Bond, Intermediate-Term Bond, Core
Equity, Small Cap Growth Equity and North Carolina
Municipal Money Market Portfolios is incorporated herein
by reference to Exhibit (9)(h) of Post-Effective
Amendment No. 33 to Registrant's Registration Statement
on Form N-1A filed on January 27, 1998.
(g) Amendment No. 4 to Transfer Agency Agreement dated
October 4, 1989 between Registrant and PFPC Inc. relating
to Series B Investor Shares of the Money Market, Managed
Income, Tax-Free Income, Intermediate Government, Ohio
Tax-Free Income, Pennsylvania Tax-Free Income, Large Cap
Value Equity, Large Cap Growth Equity, Index Equity,
Small Cap Value Equity, Intermediate-Term Bond, Small Cap
Growth Equity, Core Equity, International Fixed Income,
Government Income, International Emerging Markets,
International Equity and Balanced Portfolios is
incorporated herein by reference to Exhibit (9)(i) of
Post-Effective Amendment No. 33 to Registrant's
Registration Statement on Form N-1A filed on January 27,
1998.
(h) Form of Appendix C to Transfer Agency Agreement between
Registrant and PFPC Inc. is incorporated herein by
reference to Exhibit 8(h) of Post-Effective Amendment No.
42 to Registrant's Registration Statement on Form N-1A
filed on June 11, 1999.
(i) License Agreement dated as of December 1, 1995 between
the Registrant and Compass Capital Group, Inc. is
incorporated herein by reference to Exhibit 9(q) of
Post-Effective Amendment No. 27 to Registrant's
Registration Statement on Form N-1A filed on January 28,
1997.
(j) Share Acquisition Agreement dated April 29, 1998 by and
among Registrant and PNC Bank, National Association and
PNC Bank, Delaware, respectively, each as trustee for
certain of the common trust funds listed therein is
incorporated herein by reference to Exhibit 9(l) of Post-
Effective Amendment No. 36 to Registrant's Registration
Statement on Form N-1A filed on April 29, 1998.
(k) Form of Expense Limitation Agreement dated as of January
28, 1999 between Registrant and BlackRock Advisors, Inc.
is incorporated herein by reference to Exhibit 8(k) of
Post-Effective Amendment No. 41 to Registrant's
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Registration Statement on Form N-1A filed on January 28,
1999.
(9) Legal Opinion
(a) Opinion of Counsel to be filed by amendment.
(10) Other Opinions
(a) None.
(11) Omitted Financial Statements
(a) None.
(12) Initial Capital Agreements
(a) Form of Purchase Agreement between Registrant and
Registrant's distributor relating to Classes A-1, B-1,
C-1, D-2, E-2, F-2, G-2, H-2, I-1, I-2, J-1, J-2, K-2,
L-2, M-2, N-2, O-2, P-2, D-1, E-1, F-1, G-1, H-1, K-1,
L-1, M-1, N-1, O-1, P-1, A-2, B-2, C-2, I-2, J-2, A-3,
B-3, C-3, D-3, E-3, F-3, G-3, H-3, I-3, J-3, K-3, L-3,
M-3, N-3, O-3, P-3, Q-1, Q-2, Q-3, R-1, R-2, R-3, S-1,
S-2, S-3, T-1, T-2, T-3, U-1, U-2, U-3, A-4, D-4, E-4,
F-4, G-4, H-4, K-4, L-4, M-4, N-4, O-4, P-4, R-4, S-4,
T-4, U-4, W-4, X-4, Y-4, V-1, V-2, V-3, W-1, W-2, W-3,
X-1, X-2, X-3, Y-1, Y-2, Y-3, Z-1, Z-2, Z-3, AA-1, AA-2,
AA-3, AA-4, AA-5, BB-1, BB-2, BB-3, BB-4, BB-5, CC-3,
A-5, B-4, B-5, C-4, C-5, I-4, I-5, J-4, J-5, Q-4, Q-5,
V-4, V-5, Z-4, Z-5, X-1, X-3, D-5, E-5, F-5, G-5, H-5,
K-5, L-5, M-5, N-5, O-5, P-5, R-5, S-5, T-5, U-5, W-5,
X-5, Y-5, DD-1, DD-2, DD-3, DD-4, DD-5, EE-1, EE-2, EE-3,
EE-4, EE-5, R-6, BB-6, FF-3, GG-3, HH-1, HH-2, HH-3,
HH-4, HH-5, II-1, II-2, II-3, II-4, II-5, S-6, JJ-1,
JJ-2, JJ-3, JJ-4, JJ-5, KK-1, KK-2, KK-3, KK-4, KK-5,
LL-1, LL-2, LL-3, LL-4 and LL-5 is incorporated herein by
reference to Exhibit (13)(a) of Post-Effective Amendment
No. 34 to Registrant's Registration Statement on Form
N-1A filed on February 13, 1998.
(b) Form of Purchase Agreement between Registrant and
Registrant's distributor relating to Classes MM-1, MM-2,
MM-3, MM-4, MM-5 and MM-6 is incorporated herein by
reference to Exhibit 13(b) of Post-Effective Amendment
No. 37 to Registrant's Registration Statement on Form N-
1A filed on August 7, 1998.
(c) Form of Purchase Agreement between Registrant and
Registrant's distributor relating to Class NN-3 is
incorporated herein by reference to Exhibit 12(c) of
Post-Effective Amendment No. 42 to Registrant's
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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.
(e) Form of Purchase Agreement between Registrant and
Registrant's distributor relating to Classes OO-1, OO-2,
OO-3, OO-4 and OO-5 to be filed by amendment.
(f) Form of Purchase Agreement between Registrant and
Registrant's distributor relating to Classes PP-1, PP-2,
PP-3, PP-4 and PP-5, QQ-1, QQ-2, QQ-3, QQ-4, QQ-5 and U-6
to be filed by amendment.
(13) Rule 12b-1 Plan
(a) Amended and Restated Distribution and Service Plan for
Service, Series A Investor, Series B Investor, Series C
Investor, Institutional and BlackRock Shares is
incorporated herein by reference to Exhibit (15) of
Post-Effective Amendment No. 21 to Registrant's
Registration Statement on Form N-1A filed on May 30,
1996.
(b) Form of Appendix A to Amended and Restated Distribution
and Service Plan is incorporated herein by reference to
Exhibit 13(b) of Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A filed on
August 11, 1999.
(14) Intentionally Omitted.
(15) Rule 18f-3 Plan
(a) Amended and Restated Plan Pursuant to Rule 18f-3 for
Operation of a Multi-Class Distribution System is
incorporated herein by reference to Exhibit 15(a) of
Post-Effective Amendment No. 45 to Registrant's
Registration Statement on Form N-1A filed on August 24,
1999.
(16) Codes of Ethics
(b) Code of Ethics of BlackRock Funds is incorporated herein
by reference to Exhibit 16(a) of Post-Effective Amendment
No. 52 to Registrant's Registration Statement on Form N-
1A filed on March 23, 2000.
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(b) Code of Ethics of BlackRock, Inc. is incorporated herein
by reference to Exhibit 16(b) of Post-Effective Amendment
No. 52 to Registrant's Registration Statement on Form N-
1A filed on March 23, 2000.
(c) Code of Ethics of BlackRock Distributors, Inc. is
incorporated herein by reference to Exhibit 16(c) of
Post-Effective Amendment No. 52 to Registrant's
Registration Statement on Form N-1A filed on March 23,
2000.
(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 as attorneys and agents is incorporated
herein by reference to such Power of Attorney filed in
Post-Effective Amendment No. 28 to Registrant's
Registration Statement on form N-1A filed on February 18,
1997.
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<PAGE>
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.
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<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).
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<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).
(c) Not applicable.
Item 28. Location of Accounts and Records
(1) PFPC Trust Company, 200 Stevens Drive,
Lester, PA 19113 (records relating to
its functions as custodian).
(2) BlackRock Distributors, Inc., Four
Falls Corporate Center, 6th Floor, West
Conshohocken, PA 19428-2961 (records
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<PAGE>
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).
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Item 29. Management Services
None.
Item 30. Undertakings
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Fund certifies that it
meets all of the requirements for effectiveness of this Post-Effective
Amendment to its Registration Statement under Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment
to its Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of New York and the State of
New York on the 25th day of April, 2000.
BLACKROCK FUNDSSM
Fund
By /s/ Raymond J. Clark
------------------------------
Raymond J. Clark,
President and Treasurer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to the Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated:
Signature Title Date
/s/ Raymond J. Clark Trustee, President and
(Raymond J. Clark) Treasurer April 25, 2000
*David R. Wilmerding, Jr. Chairman of the Board April 25, 2000
(David R. Wilmerding, Jr.)
*Anthony M. Santomero Vice-Chairman of April 25, 2000
(Anthony M. Santomero) the Board
*William O. Albertini Trustee April 25, 2000
(William O. Albertini)
*Robert M. Hernandez Trustee April 25, 2000
(Robert M. Hernandez)
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<PAGE>
*By: /s/ Karen H. Sabath
Karen H. Sabath, Attorney-in-fact
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