Exhibit 12(a)
PURCHASE AGREEMENT
BlackRock Funds (the "Fund"), a Massachusetts business trust, and
BlackRock Investments, Inc. ("BII"), a Delaware corporation, hereby agree as
follows:
1. The Fund hereby offers BII and BII hereby purchases ten shares of each
of the Institutional, Investor A, Investor C and R classes of shares of the
Fund's International Diversification Fund (the "Shares") for $10 per Share. The
Fund hereby acknowledges receipt from BII of funds in full payment for the
foregoing Shares.
2. BII represents and warrants to the Fund that the foregoing Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. "BlackRock Funds" and "Trustees of BlackRock Funds" refer respectively
to the trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated December
22, 1988 which is hereby referred to and a copy of which is on file at the
office of the State Secretary of the Commonwealth of Massachusetts and at the
principal office of the Fund. The obligations of "BlackRock Funds" entered into
in the name or on behalf thereof by any of the Trustees, officers,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders, officers,
representatives or agents of the Fund personally, but bind only the Trust
Property (as defined in the Declaration of Trust), and all persons dealing with
any class of shares of the Fund must look solely to the Trust Property belonging
to such class for the enforcement of any claims against the Fund.
IN AGREEMENT WHEREOF, and intending to be legally bound hereby, the
parties hereto have executed this Purchase Agreement as of the ___ day of
__________, 2008.
BLACKROCK FUNDS
By: ______________________________
Name:
Title:
BLACKROCK INVESTMENTS, INC.
By: ______________________________
Name:
Title: