EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of
  the BlackRock Funds:

BlackRock Money Market
BlackRock Small/Mid-Cap Growth
Equity
BlackRock U.S. Treasury Money
Market
BlackRock Aurora
BlackRock Municipal Money
Market
BlackRock Global Opportunities
BlackRock New Jersey
Municipal Money Market
BlackRock Low Duration Bond
BlackRock North Carolina
Municipal Money Market
BlackRock Intermediate Government
Bond
BlackRock Ohio Municipal
Money Market
BlackRock Intermediate Bond II
BlackRock Pennsylvania
Municipal Money Market
BlackRock Total Return II
BlackRock Virginia Municipal
Money Market
BlackRock Total Return
BlackRock Large Cap Value
Equity
BlackRock Government Income
BlackRock Large Cap Growth
Equity
BlackRock GNMA
BlackRock Mid-Cap Value
Equity
BlackRock Managed Income
BlackRock Mid-Cap Growth
Equity
BlackRock International Bond
BlackRock Small Cap Value
Equity
BlackRock High Yield Bond
BlackRock Small Cap Core
Equity
BlackRock Strategic I
BlackRock Small Cap Growth
Equity
BlackRock Enhanced Income
BlackRock U.S. Opportunities
BlackRock Intermediate Bond
BlackRock Global Science &
Technology Opportunities
BlackRock Inflation Protected Bond
BlackRock Dividend Achievers
TM
BlackRock UltraShort Municipal
BlackRock All-Cap Global
Resources
BlackRock AMT-Free Municipal Bond
BlackRock International
Opportunities
BlackRock Pennsylvania Municipal
Bond
BlackRock Investment Trust
BlackRock New Jersey Municipal
Bond
BlackRock Asset Allocation
BlackRock Ohio Municipal Bond
BlackRock Legacy
BlackRock Delaware Municipal Bond
BlackRock Health Sciences
Opportunities
BlackRock Kentucky Municipal Bond
BlackRock Global Resources
BlackRock Exchange
BlackRock Index Equity


In planning and performing our audits of the financial
statements of the BlackRock Funds (the "Fund") consisting
of the Portfolios listed above (the "Portfolios"), as of
and for the year ended September 30, 2006, in accordance
with the standards of the Public Company Accounting
Oversight Board (United States), we considered its internal
control over financial reporting, including control
activities for safeguarding securities, as a basis for
designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of
the Portfolios' internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Portfolios is responsible for
establishing and maintaining effective internal control
over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs
of controls.  A company's internal control over financial
reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  Such internal control includes policies and
procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition,
use, or disposition of a company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in
conditions or that the degree of compliance with the
policies or procedures may deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the
normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis.  A
significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects
the company's ability to initiate, authorize, record,
process, or report external financial data reliably in
accordance with generally accepted accounting principles
such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial
statements that is more than inconsequential will not be
prevented or detected.  A material weakness is a
significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood
that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Our consideration of the Portfolios' internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control that might be
significant deficiencies or material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted no
deficiencies in the Portfolios' internal control over
financial reporting and its operation, including controls
for safeguarding securities, that we consider to be a
material weakness, as defined above, as of September 30,
2006.

This report is intended solely for the information and use
of management and the Board of Trustees of the Portfolios
and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.

/s/ Deloitte & Touche LLP

November 22, 2006
Philadelphia, PA 19103

EX-99.77B ACCT LTTR

BlackRock AMT-Free Municipal Bond Portfolio, Ohio Municipal Bond
Portfolio, Delaware Municipal Bond Portfolio, Kentucky Municipal
Bond Portfolio ("Registrant")

SUB-ITEM 77B:   Accountant's report on internal control

January 26, 2007

To the Securities and Exchange Commission:

The report on internal control of the Registrant's independent
registered public accounting firm, Deloitte & Touche LLP
("Deloitte"), is filed with this Form N-SAR-B.  Deloitte's report
describes a control deficiency in the operation of the
Registrant's internal control over financial reporting that
Deloitte considers to be a material weakness as of September 30,
2006, as described in their report.

Subsequent to the initial filing of the Registrant's Form N-SAR,
the Registrant identified the following control deficiency that
was determined to be a material weakness in the Registrant's
internal control over financial reporting at September 30, 2006.
The Registrant's controls related to the review and analysis of
relevant terms and conditions of transfers of certain assets
pertaining to inverse floater structures were not operating
effectively to appropriately determine whether the transfers of
assets qualified for sale accounting under the provisions of
Statement of Financial Accounting Standards No. 140, "Accounting
for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" ("SFAS 140").  As a result these
controls did not detect that certain transfers were not
appropriately recorded as borrowings.  Accordingly, the
Registrant's financial statements as of and for the period ended
September 30, 2006, including prior periods where applicable,
were restated to appropriately reflect transfers of such
securities as secured borrowings and report the related income
and expense.  These adjustments had no impact on net assets, net
asset value per share or total return.

Subsequent to September 30, 2006, but prior to the evaluation of
the design and operation of the Registrant's disclosure controls
and procedures at January 26, 2007, the Registrant's disclosure
controls and procedures were modified to enhance the review and
analysis of the relevant terms and conditions of transfers of
securities in connection with inverse floater structures in light
of SFAS 140.

(b)  There have been no changes in the Registrant's internal
control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940, as amended) that
occurred during the second half of the Registrant's fiscal year
that have materially affected, or are reasonably likely to
materially affect, the Registrant's internal control over
financial reporting.  However, as discussed above, subsequent to
September 30, 2006, the Registrant has enhanced controls related
to the application of SFAS 140.







     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of the BlackRock Funds:


In planning and performing our audits of the financial
statements of the BlackRock Funds, consisting of the AMT-
Free Municipal Bond (formerly Tax-Free Income), Ohio
Municipal Bond (formerly Ohio Tax-Free Income), Delaware
Municipal Bond (formerly Delaware Tax-Free Income), and
Kentucky Municipal Bond (formerly Kentucky Tax-Free Income)
Portfolios (the "Portfolios"), as of and for the year ended
September 30, 2006 (on which we have issued our report
dated November 22, 2006, January 26, 2007, as to the
effects of the restatement described in Note I), in
accordance with the Standards of the Public Company
Accounting Oversight Board (United States), we considered
its internal control over financial reporting, including
control activities for safeguarding securities, as a basis
for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of
the Portfolios' internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Portfolios is responsible for
establishing and maintaining effective internal control
over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs
of controls.  The Portfolios' internal control over
financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles.  Such internal control includes
policies and procedures that provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Portfolios' assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the
normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis.  A
significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects
the Portfolios' ability to initiate, authorize, record,
process or report external financial data reliably in
accordance with generally accepted accounting principles
such that there is more than a remote likelihood that a
misstatement of the Portfolios' annual or interim financial
statements that is more than inconsequential will not be
prevented or detected.  A material weakness is a
significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood
that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Our consideration of the Portfolios' internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control that might be
significant deficiencies or material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, as discussed
below we noted certain deficiencies in the Portfolios'
internal control over financial reporting and its
operation, including controls for safeguarding securities,
that we consider to be a material weakness, as defined
above, as of September 30, 2006.

The Portfolios' controls related to the review and analysis
of the relevant terms and conditions of certain transfers
of securities did not operate effectively to appropriately
determine whether the transfers qualified for sale
accounting under the provisions of Statement of Financial
Accounting Standards No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities."  As a result of this material weakness, the
statement of assets and liabilities, including the schedule
of investments, as of September 30, 2006, the related
statement of operations for the year then ended and the
financial highlights for each of the five years in the
period then ended of each Portfolio were restated in order
to appropriately account for such transfers of securities
as secured borrowings, rather than sales.  The principal
effects of the adjustments on the 2006 financial statements
were to increase assets and liabilities by corresponding
and equal amounts, and to increase interest income and
interest expense by corresponding and equal amounts.  In
addition, adjustments were made to certain ratios reported
in the financial highlights for 2006 and certain prior year
ratios were restated.  This material weakness was
considered in determining the nature, timing, and extent of
audit tests applied in our audits of the financial
statements as of and for the year ended September 30, 2006,
of the Portfolios and this report does not affect our
report on such financial statements.

This report is intended solely for the information and use
of management and the Board of Trustees of the Portfolios
and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
November 22, 2006 (January 26, 2007 as to the material weakness)

EX-99.77C VOTES

Shareholder Meeting


A Special Meeting of Shareholders of the Fund was held
on August 22, 2006 for shareholders of record as of
May 25, 2006, to approve a new Investment Advisory
Agreement for the Exchange Portfolio. The votes
regarding the approval of the new agreement were as
follows:

Approve the new Investment Advisory Agreement:

					For		Against	Abstain

Exchange			    368,892 	6,689 	2,366

EX-99.77C VOTES

Shareholder Meetings


A Special Meeting of Shareholders of the Fund was held on August 22, 2006
for shareholders of record as of May 25, 2006, to approve a new Investment
Advisory Agreement and, if applicable, Sub-Advisory Agreement for each of
the following Portfolios. The votes regarding the approval of the new
agreements were as follows:

Approve the new Investment Advisory Agreement:

						For		Against	 Abstain

Investment Trust			   44,302,615    1,277,050   	1,295,529

Legacy(1)			          9,578,949 	 155,180      298,653

Mid-Cap Value Equity (1)         32,104,990      595,348    1,554,039

Mid-Cap Growth Equity (2) 	   21,034,022      592,103    1,124,308

Aurora (2)			  	   33,188,808 	 897,775    2,529,088

Small/Mid-Cap Growth (2)   	    9,956,953      176,150      454,144

Small Cap Value Equity     	    5,489,858       30,689      201,538

Small Cap Core Equity (1)  	    1,972,303       62,144      292,427

Small Cap Growth Equity (1)	   17,256,373	 216,251      315,214

Global Science & Technology
Opportunities (1)			    2,393,141       64,567       39,468

Global Resources                  8,485,821	 149,254      145,684

All-Cap Global Resources	   26,052,789 	 252,699 	  330,806

Health Sciences
Opportunities (2)			   15,239,354	 344,589 	  581,109

U.S. Opportunities (2)		    2,535,745 	  65,595 	   68,624

Global Opportunities (1)	    1,606,226 	  55,552 	   19,598

International Opportunities (1)  14,527,270 	 239,969	  544,798

Asset Allocation (2)		   25,103,751 	 640,214 	  599,544

Approve the new Sub-Advisory Agreement:

						For		Against	 Abstain

Global Opportunities (1)	   1,608,948 	  55,421 	   17,007

International Opportunities (1) 14,537,217       233,650      541,170

Asset Allocation (2)		  25,093,344 	 646,675      603,491


1 - The Special Meeting of Shareholders was adjourned until
September 15, 2006
2 - The Special Meeting of Shareholders was adjourned until
September 27, 2006

EX-99.77C VOTES

Shareholder Meetings

A Special Meeting of Shareholders of the Fund was held on
August 22, 2006 for shareholders of record as of May 25,
2006, to approve a new Investment Advisory Agreement and new
Sub-Advisory Agreement for each of the following Portfolios.
The votes regarding the approval of the new agreements were
as follows:

Approve the new Investment Advisory Agreement:

						For		Against	Abstain

Enhanced Income         	    5,432,617 	  -   	   -

Low Duration Bond			   74,760,069     517,617    4,777,832

Intermediate Government Bond	   32,712,126     570,579      605,465

Intermediate Bond (1)		    2,701,987       -    	      62

Intermediate Bond II		   62,318,202 	177,199 	 198,018

Total Return			   25,478,138         905 	     107

Total Return II			  148,521,556     352,866      515,322

Government Income			   30,259,450 	185,909      266,027

Inflation Protected Bond 	    3,787,756      42,108       11,777

GNMA					   13,298,320      29,904      111,170

Managed Income			   61,052,086     142,265 	 160,578

International Bond		   33,464,703     262,631      335,325

High Yield Bond			   76,683,455     781,326    1,614,187

Approve the new Sub-Advisory
Agreement:
					      For	      Against	Abstain

Enhanced Income			   5,432,617        -   	   -

Low Duration Bond			  74,684,753      574,707   4,796,058

Intermediate
Government Bond			  32,720,980 	575,188     592,002

Intermediate Bond (1)		   2,701,987 	  -   	     62

Intermediate Bond II		  62,318,228      159,657     215,534

Total Return			  25,478,138          905         107

Total Return II			 148,494,730      369,857     525,157

Government Income               30,273,816      197,434     240,136

Inflation Protected
Bond					3,783,137 		 45,765       12,739

GNMA					13,295,330 		 30,926 	 113,138

Managed Income			61,031,087 		149,080 	 174,762

International Bond		33,436,954 		288,417 	 337,288

High Yield Bond			76,583,317 		862,704    1,632,947



1 - The special meeting was adjourned until September 15, 2006.

EX-99.77C VOTES

Shareholder Meetings

A Special Meeting of Shareholders of the Fund was held on August 22,
2006 for shareholders of record as of May 25, 2006, to approve a new
Investment Advisory Agreement and Sub-Advisory Agreement, for each of
the following Portfolios, as well as a change to the fundamental
investment policy regarding investments in municipal securities for the
Portfolios indicated below. The votes regarding the approval of the new
agreements and the change to the fundamental investment policies were as
follows:

Approve the new Investment Advisory Agreement:

					For		Against		Abstain

AMT-Free Municipal Bond       27,914,768       16,032     	19,387

Ohio Municipal Bond           9,923,369       26,344      	9,299

Delaware Municipal Bond       5,440,288       20,772     	36,740

Kentucky Municipal Bond          6,613,654       22,040    	8,544

Approve the new Sub-Advisory Agreement:


					For		Against		Abstain

AMT-Free Municipal Bond      27,924,176       11,640     	14,371

Ohio Municipal Bond          9,916,841       	26,344     	45,827

Delaware Municipal Bond      5,441,226       20,772     	35,802

Kentucky Municipal Bond      6,613,654       22,040      	8,544

Approve the Change to the Fundamental Investment Policy:


					For		Against		Abstain

Ohio Municipal Bond   	     9,911,383       	35,612      42,018

Delaware Municipal Bond      5,405,575       49,640      	42,585

Kentucky Municipal Bond      6,612,983       22,711       	8,544

EX-99.77C VOTES

Shareholder Meeting

A Special Meeting of Shareholders of the Fund was held
on August 22, 2006 for shareholders of record as of
May 25, 2006, to approve a new Investment Advisory
Agreement for the Strategic Portfolio I. The votes
regarding the approval of the new agreement were as
follows:

Approve the new Investment Advisory Agreement:

				   For		Against	Abstain

Strategic			5,059,103 		   -   	    -

EX-99.77C VOTES

Shareholder Meetings

A Special Meeting of Shareholders of the Fund was held on
August 22, 2006 for shareholders of record as of May 25,
2006, to approve a new Investment Advisory Agreement and
Sub-Advisory Agreement, for each of the following
Portfolios, as well as an Agreement and Plan of
Reorganization whereby each of the following Portfolios
would reorganize with another Fund managed by BlackRock, and
a change to the fundamental investment policy regarding
investments in municipal securities for the Portfolios
indicated below. The votes regarding the approval of the
new agreements, the reorganizations and the change to the
fundamental investment policies were as follows:

Approve the new Investment Advisory Agreement:

					For		Against		Abstain

UltraShort Municipal	   	1,969,667        	-   	   	-

Pennsylvania Tax-
Free Income				57,097,926 	170,739 	137,041

New JerseyTax-Free
Income			  	12,999,402 	 18,615 	 27,290

Approve the new Sub-Advisory Agreement:

					For		Against		Abstain

UltraShort Municipal	   	1,969,667 	   -   	   	-

Pennsylvania Tax-
Free Income			  57,098,545 	156,514 	150,647

New JerseyTax-Free
Income			  12,972,400 	 24,624  	48,283

Approve the Agreement and Plan of Reorganization:

					For		Against	Abstain

UltraShort Municipal(1)    	1,405,727 	472,413 	   41

Pennsylvania Tax-
Free Income			  	56,980,501 	101,605 	 69,865

New JerseyTax-Free
Income			  	12,995,729 	 17,444 	 28,469

Approve the Change to the Fundamental Investment Policy:

				For		Against	Abstain

Pennsylvania Tax-
Free Income			57,063,884 	157,124 	 184,698

New JerseyTax-Free
Income			12,981,464 	 22,556 	  41,287
1 - The Special Meeting of Shareholders was adjourned until September
15, 2006

EX-99.77C VOTES

Shareholder Meetings

A Special Meeting of Shareholders of the Fund was held on
August 22, 2006 for shareholders of record as of May 25, 2006,
to approve a new Investment Advisory Agreement and new Sub-
Advisory Agreement for each of the following Portfolios. The
votes regarding the approval of the new agreements were as
follows:

Approve the new Investment Advisory Agreement:

						For		Against	Abstain
Money Market			785,460,111      2,001,382   4,110,681

U.S. Treasury			279,277,651 	 715,484 	    -

Municipal Money Market (1)	166,151,513      4,108,559     918,584

New Jersey Municipal Money
Market				141,106,557 	   1,848 	  35,477

North Carolina Municipal
Money Market			 54,644,205 	 534,638 	    -

Ohio Municipal Money
Market				 88,297,973 	    -      1,091,410

Pennsylvania Municipal
Money Market			496,176,438 	 177,919      21,058

Virginia Municipal Money
Market				 19,105,058 	    -    	    -


Approve the new Sub-Advisory Agreement:

						For		Against	Abstain
Money Market			   785,858,478   1,935,508   3,778,188

U.S. Treasury			   279,277,672 	 715,463 	    -

Municipal Money Market (1)	   165,772,699   3,973,149   1,432,809

New Jersey Municipal Money
Market				   141,085,306      23,099      35,477

North Carolina Municipal
Money Market			    55,178,843 	    -   	    -

Ohio Municipal Money
Market				    88,297,973 	    -      1,091,410

Pennsylvania Municipal
Money Market			   496,176,438     177,919      21,058

Virginia Municipal Money
Market				    19,105,058 	    -   	     -



1 - The Special Meeting of Shareholders was adjourned until September 15, 2006

EX-99.77C VOTES

Shareholder Meetings

A Special Meeting of Shareholders of the Fund was held on August 22,
2006 for shareholders of record as of May 25, 2006, to approve a new
Investment Advisory Agreement for each of the following Portfolios as
well as an Agreement and Plan of Reorganization whereby each of the
following Portfolios would reorganize with another Fund managed by
BlackRock. The votes regarding the approval of the new agreement and
the reorganizations were as follows:

Approve the new Investment Advisory Agreement:

						For		Against	Abstain

Large Cap Value Equity		  13,464,735 	142,188 	177,933

Large Cap Growth Equity		   3,072,945 	 21,943 	 25,106

Dividend Achievers (1)		   	1,566,891 	 30,362 	 70,304

Approve the Agreement and Plan of Reorganization:

					For		Against	Abstain

Large Cap Value Equity (1)  13,534,486 	229,632 	264,244

Large Cap Growth Equity		3,018,691 	 32,147 	 23,984

Dividend Achievers (1)		1,504,666 	 34,047 	 73,406

1 - The Special Meeting of Shareholders was adjourned until
September 15, 2006

EX-99.77O RULE 10F-3

FORM 10f-3

THE BLACKROCK FUNDS

Record of Securities Purchased
Under the Trust?s Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio:  BlackRock Bond Allocation Target
Shares:
Series C Portfolio (BATSC).
2. Issuer:    Lincoln National Corporation (7.00%, 05/17/2066)

3.	Date of Purchase:  05/12/2006
4.	Underwriter from whom purchased: Morgan Stanley & Company
5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$50,000 out of total offering of $800,000,000
7.	Aggregate principal amount purchased by funds advised by BlackRock
and any purchases by other accounts with respect to which BlackRock has
investment discretion (out of the total offering): $55,000,000 out of
offering of $800,000,000
8.	Purchase price (net of fees and expenses):  99.596
9.	Date offering commenced:  05/12/2006
10.	Offering price at end of first day on which any sales were made:
100.014
11.	Have the following conditions been satisfied:		Yes	No
a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
		Securities, or are securities sold in an	 Eligible Foreign
      Offering or are securities sold in an Eligible Rule 144A
		Offering or part of an issue of government
      securities.						_X_	___


      Yes	No
	b.	The securities were purchased prior to the
		end of the first day on which any sales
		were made, at a price that was not more
		than the price paid by each other
		purchaser of securities in that offering
		or in any concurrent offering of the
		securities (except, in the case of an
		Eligible Foreign Offering, for any rights
		to purchase required by laws to be granted
		to existing security holders of the
		Issuer) or, if a rights offering, the
		securities were purchased on or before the
		fourth day preceding the day on which the
		rights offering terminated.				_X_	___

	c.	The underwriting was a firm commitment
		underwriting.						_X_	___

	d.	The commission, spread or profit was
		reasonable and fair in relation to that
		being received by others for underwriting
		similar securities during the same period.	_X_	___

      e.	In respect of any securities other than
		Eligible Municipal Securities, the issuer
		of such securities has been in continuous
		operation for not less than three years
		(including the operations of predecessors).	_X_	___

f.          The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved:  (s) Mitchell Garfin                         Date:       5/24/06

            Mitchell S. Garfin

EX-99.77O RULE 10F-3

					FORM 10f-3

				THE BLACKROCK FUNDS

				Record of Securities Purchased
			Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio:  BlackRock High Yield Bond
Portfolio (BR-HIYLD)

2.	Issuer:    P.H. Glatfelter (7.125%, 05/01/2016)

3.	Date of Purchase:  04/25/2006

4.	Underwriter from whom purchased: Credit Suisse Securities.

5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC


6.	Aggregate principal amount of purchased (out of total offering):
$2,030,000 out of total offering of $200,000,000

7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $4,000,000 out of offering of $200,000,000

8.	Purchase price (net of fees and expenses):  100.00

9.	Date offering commenced:  04/25/2006

10.	Offering price at end of first day on which any sales were made:
99.64689

11.	Have the following conditions been satisfied:		Yes	No

a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
	Securities, or are securities sold in an	 Eligible
	Foreign
      Offering or are securities sold in an Eligible Rule 144A
	Offering or part of an issue of government
      securities.						_X_	___


      Yes	No

b.	The securities were purchased prior to the
	end of the first day on which any sales
	were made, at a price that was not more
	than the price paid by each other
	purchaser of securities in that offering
	or in any concurrent offering of the
	securities (except, in the case of an
	Eligible Foreign Offering, for any rights
	to purchase required by laws to be granted
	to existing security holders of the
	Issuer) or, if a rights offering, the
	securities were purchased on or before the
	fourth day preceding the day on which the
	rights offering terminated.				_X_	___

c.	The underwriting was a firm commitment
	underwriting.						_X_	___

d.	The commission, spread or profit was
	reasonable and fair in relation to that
	being received by others for underwriting
	similar securities during the same period.		_X_	___

e.	In respect of any securities other than
	Eligible Municipal Securities, the issuer
	of such securities has been in continuous
	operation for not less than three years
	(including the operations of predecessors).		_X_	___

f.	The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: (s) James Keenan                   Date:       5/31/06

            James Keenan

EX-99.77O RULE 10F-3

						FORM 10f-3

					THE BLACKROCK FUNDS

				Record of Securities Purchased
			Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio:  BlackRock Core Bond Total Return
(BR-CORE)

2.	Issuer:    AETNA INC. (6.625%, 06/15/2036)

3.	Date of Purchase:  06/06/2006

4.	Underwriter from whom purchased: Citigroup Global Markets, Inc.

5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$6,745,000 out of total offering of $800,000,000

7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $100,000,000 out of offering of $800,000,000

8.	Purchase price (net of fees and expenses):  99.8040

9.	Date offering commenced:  06/06/2006

10.	Offering price at end of first day on which any sales were made:
100.5872291

11.	Have the following conditions been satisfied:		Yes	No

a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
	Securities, or are securities sold in an	 Eligible
	Foreign
      Offering or are securities sold in an Eligible Rule 144A
	Offering or part of an issue of government
      securities.								_X_	___


      Yes	No

b.	The securities were purchased prior to the
	end of the first day on which any sales
	were made, at a price that was not more
	than the price paid by each other
	purchaser of securities in that offering
	or in any concurrent offering of the
	securities (except, in the case of an
	Eligible Foreign Offering, for any rights
	to purchase required by laws to be granted
	to existing security holders of the
	Issuer) or, if a rights offering, the
	securities were purchased on or before the
	fourth day preceding the day on which the
	rights offering terminated.					_X_	___

c.	The underwriting was a firm commitment
	underwriting.							_X_	___

d.	The commission, spread or profit was
	reasonable and fair in relation to that
	being received by others for underwriting
	similar securities during the same period.		_X_	___


e.	In respect of any securities other than
	Eligible Municipal Securities, the issuer
	of such securities has been in continuous
	operation for not less than three years
	(including the operations of predecessors).		_X_	___

f.	The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: _(s)  Marc Dichek _________________
Date:       ___7/12/06______

            Marc Dichek





FORM 10f-3

THE BLACKROCK FUNDS

Record of Securities Purchased
Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio:  BlackRock Managed Income (BR-
MINC)
3.	Issuer:    AETNA INC. (6.625%, 06/15/2036)

3.	Date of Purchase:  06/06/2006
4.	Underwriter from whom purchased: Citigroup Global Markets, Inc.
5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$1,680,000 out of total offering of $800,000,000
7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $100,000,000 out of offering of $800,000,000
8.	Purchase price (net of fees and expenses):  99.8040
9.	Date offering commenced:  06/06/2006
10.	Offering price at end of first day on which any sales were made:
100.5872291
11.	Have the following conditions been satisfied:		Yes	No
a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
		Securities, or are securities sold in an	 Eligible
Foreign
      Offering or are securities sold in an Eligible Rule 144A
		Offering or part of an issue of government
      securities.								_X_	___


      Yes	No
	b.	The securities were purchased prior to the
		end of the first day on which any sales
		were made, at a price that was not more
		than the price paid by each other
		purchaser of securities in that offering
		or in any concurrent offering of the
		securities (except, in the case of an
		Eligible Foreign Offering, for any rights
		to purchase required by laws to be granted
		to existing security holders of the
		Issuer) or, if a rights offering, the
		securities were purchased on or before the
		fourth day preceding the day on which the
		rights offering terminated.				_X_	___

	c.	The underwriting was a firm commitment
		underwriting.						_X_	___

	d.	The commission, spread or profit was
		reasonable and fair in relation to that
		being received by others for underwriting
		similar securities during the same period.	_X_	___

      e.	In respect of any securities other than
		Eligible Municipal Securities, the issuer
		of such securities has been in continuous
		operation for not less than three years
		(including the operations of predecessors).	_X_	___

g.	         The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: _(s)  Marc Dichek _________________
Date:       ___7/12/06______

            Marc Dichek




FORM 10f-3

THE BLACKROCK FUNDS

Record of Securities Purchased
Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio: BlackRock Core PLUS Total Return
(BR-COREPL)
4.	Issuer:    AETNA INC. (6.625%, 06/15/2036)

3.	Date of Purchase:  06/06/2006
4.	Underwriter from whom purchased: Citigroup Global Markets, Inc.
5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$890,000 out of total offering of $800,000,000
7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $100,000,000 out of offering of $800,000,000
8.	Purchase price (net of fees and expenses):  99.8040
9.	Date offering commenced:  06/06/2006
10.	Offering price at end of first day on which any sales were made:
100.5872291
11.	Have the following conditions been satisfied:		Yes	No
a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
		Securities, or are securities sold in an	 Eligible
Foreign
      Offering or are securities sold in an Eligible Rule 144A
		Offering or part of an issue of government
      securities.								_X_	___


      Yes	No
	b.	The securities were purchased prior to the
		end of the first day on which any sales
		were made, at a price that was not more
		than the price paid by each other
		purchaser of securities in that offering
		or in any concurrent offering of the
		securities (except, in the case of an
		Eligible Foreign Offering, for any rights
		to purchase required by laws to be granted
		to existing security holders of the
		Issuer) or, if a rights offering, the
		securities were purchased on or before the
		fourth day preceding the day on which the
		rights offering terminated.				_X_	___

	c.	The underwriting was a firm commitment
		underwriting.						_X_	___

	d.	The commission, spread or profit was
		reasonable and fair in relation to that
		being received by others for underwriting
		similar securities during the same period.	_X_	___

      e.	In respect of any securities other than
		Eligible Municipal Securities, the issuer
		of such securities has been in continuous
		operation for not less than three years
		(including the operations of predecessors).	_X_	___

h.	         The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: _(s)  Marc Dichek _________________
Date:       ___7/12/06______

            Marc Dichek




FORM 10f-3

THE BLACKROCK FUNDS

Record of Securities Purchased
Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio: BlackRock Bond Allocation Target
Shares: Series C (BATSC)
5.	Issuer:    AETNA INC. (6.625%, 06/15/2036)

3.	Date of Purchase:  06/06/2006
4.	Underwriter from whom purchased: Citigroup Global Markets, Inc.
5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$30,000 out of total offering of $800,000,000
7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $100,000,000 out of offering of $800,000,000
8.	Purchase price (net of fees and expenses):  99.8040
9.	Date offering commenced:  06/06/2006
10.	Offering price at end of first day on which any sales were made:
100.5872291
11.	Have the following conditions been satisfied:		Yes	No
a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
		Securities, or are securities sold in an	 Eligible
Foreign
      Offering or are securities sold in an Eligible Rule 144A
		Offering or part of an issue of government
      securities.								_X_	___


      Yes	No
	b.	The securities were purchased prior to the
		end of the first day on which any sales
		were made, at a price that was not more
		than the price paid by each other
		purchaser of securities in that offering
		or in any concurrent offering of the
		securities (except, in the case of an
		Eligible Foreign Offering, for any rights
		to purchase required by laws to be granted
		to existing security holders of the
		Issuer) or, if a rights offering, the
		securities were purchased on or before the
		fourth day preceding the day on which the
		rights offering terminated.				_X_	___

	c.	The underwriting was a firm commitment
		underwriting.						_X_	___

	d.	The commission, spread or profit was
		reasonable and fair in relation to that
		being received by others for underwriting
		similar securities during the same period.	_X_	___

      e.	In respect of any securities other than
		Eligible Municipal Securities, the issuer
		of such securities has been in continuous
		operation for not less than three years
		(including the operations of predecessors).	_X_	___

i.	         The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: _(s)  Marc Dichek _________________
Date:       ___7/12/06______

            Marc Dichek




FORM 10f-3

THE BLACKROCK FUNDS

Record of Securities Purchased
Under the Trust's Rule 10f-3 Procedures

1.	Name of Purchasing Portfolio: BlackRock Asset Allocation
(BR_AA_FI)
6.	Issuer:    AETNA INC. (6.625%, 06/15/2036)

3.	Date of Purchase:  06/06/2006
4.	Underwriter from whom purchased: Citigroup Global Markets, Inc.
5.	Name of Affiliated Underwriter (as defined in the Trust's
procedures) managing or participating in syndicate:

	PNC Capital Markets LLC

6.	Aggregate principal amount of purchased (out of total offering):
$400,000 out of total offering of $800,000,000
7.	Aggregate principal amount purchased by funds advised by
BlackRock and any purchases by other accounts with respect to
which BlackRock has investment discretion (out of the total
offering): $100,000,000 out of offering of $800,000,000
8.	Purchase price (net of fees and expenses):  99.8040
9.	Date offering commenced:  06/06/2006
10.	Offering price at end of first day on which any sales were made:
100.5872291
11.	Have the following conditions been satisfied:		Yes	No
a.	The securities are part of an issue registered under
      the Securities Act of 1933, as amended, which
      is being offered to the public, or are Eligible Municipal
		Securities, or are securities sold in an	 Eligible
Foreign
      Offering or are securities sold in an Eligible Rule 144A
		Offering or part of an issue of government
      securities.								_X_	___


      Yes	No
	b.	The securities were purchased prior to the
		end of the first day on which any sales
		were made, at a price that was not more
		than the price paid by each other
		purchaser of securities in that offering
		or in any concurrent offering of the
		securities (except, in the case of an
		Eligible Foreign Offering, for any rights
		to purchase required by laws to be granted
		to existing security holders of the
		Issuer) or, if a rights offering, the
		securities were purchased on or before the
		fourth day preceding the day on which the
		rights offering terminated.				_X_	___

	c.	The underwriting was a firm commitment
		underwriting.						_X_	___

	d.	The commission, spread or profit was
		reasonable and fair in relation to that
		being received by others for underwriting
		similar securities during the same period.	_X_	___

      e.	In respect of any securities other than
		Eligible Municipal Securities, the issuer
		of such securities has been in continuous
		operation for not less than three years
		(including the operations of predecessors).	_X_	___

j.	         The affiliated underwriter has not received
      direct or indirect benefit as a result of
      BlackRock's participation in the offering?		_X_	___






Approved: _(s)  Marc Dichek _________________
Date:       ___7/12/06______

            Marc Dichek