EXHIBIT 12(x)

PURCHASE AGREEMENT

BlackRock Funds^SM (the “Fund”), a Massachusetts business trust, and BlackRock Distributors, Inc. (“BDI”), a Delaware corporation, hereby agree as follows:

1. The Fund hereby offers BDI and BDI hereby purchases ten shares of each of: the Investor A1 Shares of the Low Duration Bond Portfolio; the Investor B1 Shares of the Low Duration Bond, Government Income and High Yield Bond Portfolios; the Investor B2 Shares of the Low Duration Bond Portfolio; the Investor C1 Shares of the Low Duration Bond, Government Income and High Yield Bond Portfolios; the Investor C2 Shares of the Low Duration Bond Portfolio; the Institutional Shares of the Government Income Portfolio; and the R Shares of the Asset Allocation, Managed Income, Intermediate Government Bond, Small Cap Value Equity, Low Duration Bond, Intermediate Bond, Small Cap Growth Equity, Investment Trust, International Bond, Government Income, Total Return, Mid-Cap Value Equity, Mid-Cap Growth Equity, International Opportunities, U.S. Opportunities, GNMA, High Yield Bond, Global Science & Technology Opportunities, Total Return II, Small Cap Core Equity, Enhanced Income, Intermediate Bond II, Inflation Protected Bond, Small/Mid-Cap Growth, Aurora, Legacy, Health Sciences Opportunities, Global Resources, All-Cap Global Resources and Global Opportunities Portfolios (the “Shares”) for $10 per Share. The Fund hereby acknowledges receipt from BDI of funds in full payment for the foregoing Shares.

2. BDI 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                     , 2006.

BLACKROCK FUNDS^SM

By:

Name:

Title:

BLACKROCK DISTRIBUTORS, INC.

By:

Name:

Title: