Total Annual Advisory Fee (Before Waivers)

        As of May 25, 2006, the BlackRock Fund had outstanding 5,141,353 shares. As of such date, the trustees and officers of BlackRock Funds as a group owned less than 1% of the outstanding shares of the BlackRock Fund. As of May 25, 2006, no person was known by the BlackRock Fund to own beneficially or of record 5% or more of any class of shares of the BlackRock Fund except as follows:

        As of June 2, 2006, there were 68,772,849 shares of the ML Fund outstanding. As of such date, the directors/trustees and officers of ML Series and the Master Trust as a group owned less than 1% of the shares of the ML Fund. As of May 12, 2006, no person was known by the ML Fund to own beneficially or of record 5% or more of any class of shares of the ML Fund except as follows:

Shareholder Rights and Obligations

        While the BlackRock Fund and the ML Fund are different entities and, thus, governed by different organizational documents, the Reorganization will not result in material differences in shareholder rights. The

shares of the ML Fund to be distributed to shareholders of the BlackRock Fund will generally have the same legal characteristics as the shares of the BlackRock Fund with respect to such matters as voting rights, accessibility, and transferability.

        Under their respective organizational documents, the BlackRock Fund is authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share, and the ML Fund is authorized to issue 700,000,000 shares divided into five Classes, Class A, Class B, Class C, Class I and Class R. Class A, Class C and Class I common stock each consists of 100,000,000 authorized shares, and Class B and Class R each consists of 200,000,000 authorized shares, in each case with a par value of $0.10 per share. In connection with the Reorganization, ML Series has authorized the issuance of newly created Service Shares of the ML Fund. The BlackRock Fund Board and the ML Fund Board may, without limitation, classify or reclassify any unissued shares of the BlackRock Fund or the ML Fund into any number of additional classes of shares. The BlackRock Fund Board and the ML Fund Board may also, without limitation, classify or reclassify any unissued shares into one or more additional series, each with its own assets and liabilities.

        Each of the BlackRock Fund and the ML Fund will continue indefinitely until terminated.

        With respect to each Fund, shares of the same class within such Fund have equal dividend, distribution, liquidation, and voting rights, and fractional shares have those rights proportionately. Each Fund and class of shares within such Fund bears its own expenses related to its distribution of shares (and other expenses such as shareholder or administrative services).

        Unless (i) the ML Fund Board has determined that a matter only affects the interests of one or more class or classes (in which case only shareholders of the affected class or classes are entitled to vote) or (ii) otherwise required by applicable law, on any matter submitted to a vote of shareholders of the ML Fund, all shares entitled to vote are voted in the aggregate and not by class. The shares of the BlackRock Fund have substantially similar voting rights.

       There are no preemptive rights in connection with shares of either Fund. When issued in accordance with the provisions of their respective prospectuses, all shares are fully paid and non-assessable.

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

         The foregoing is only a summary of certain rights of shareholders under the charter documents governing the BlackRock Fund and the ML Fund and applicable state law, and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.

Shareholder Proposals

Solicitation of Proxies

        Solicitation of proxies is being made on behalf of the BlackRock Fund and the BlackRock Fund Board primarily by the mailing of this Notice and Combined Prospectus/Proxy Statement with its enclosures on or about June 23, 2006. BlackRock Fund shareholders whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of the BlackRock Fund and its affiliates as well as dealers or their representatives may, without additional compensation, solicit proxies in person or by mail, telephone, facsimile or oral communication. The BlackRock Fund has retained Computershare Fund Services (“Computershare”), a professional proxy solicitation firm, to assist with any necessary solicitation of proxies. BlackRock Fund shareholders may receive a telephone call from Computershare asking them to vote. Computershare and its agents will assist with the mailing and tabulation effort and may also solicit Proxies by contacting shareholders by telephone. The costs of solicitation will be borne by MLIM, BlackRock or their affiliates. The cost for the services of Computershare in connection with the proposed Reorganization with certain MLIM funds is not expected to exceed $8,300.

        Brokerage firms and others will be reimbursed for their expenses in forwarding solicitation material to the beneficial owners of shares of the BlackRock Fund. Representatives of BlackRock Advisors and its affiliates and other representatives of the BlackRock Fund may also solicit proxies. Questions about the proposal should be directed to Computershare at 1-866-390-5114.

VOTING INFORMATION AND REQUIREMENTS

General

        This Combined Prospectus/Proxy Statement is furnished in connection with the proposed Reorganization of the BlackRock Fund into the ML Fund and the solicitation of proxies by and on behalf of the BlackRock Fund Board for use at the Special Meeting of shareholders of the BlackRock Fund. The Special Meeting will be held on August 22, 2006 at 11:00 a.m., Eastern time, at the Omni Berkshire Place, 21 East 52nd Street, New York, New York 10022, or at such later time as is made necessary by adjournment or postponement.

        As of May 25, 2006, the BlackRock Fund had the following number of shares outstanding:

        Only shareholders of record on May 25, 2006 will be entitled to notice of and to vote at the Special Meeting. Each share is entitled to one vote, with fractional shares voting proportionally.

Shareholder Approval

        Approval by the BlackRock Fund of the proposed Reorganization will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of a fund present or represented by proxy at the Special Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such fund, voting together as a single class. If the shareholders fail to approve the proposed Reorganization, the Reorganization will not occur. The BlackRock Fund Board has fixed the close of business on May 25, 2006 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting. BlackRock Fund shareholders on the Record Date are entitled to one vote for each share held, with no shares having cumulative voting rights.

        If a proxy authorization (“Proxy”) is properly given in time for a vote at the Special Meeting (either by returning the paper Proxy card or by submitting a Proxy by telephone or over the internet), the shares of the BlackRock Fund represented thereby will be voted at the Special Meeting in accordance with the shareholder’s instructions. The Proxy grants discretion to the persons named therein, as proxies, to take such further action as they may determine appropriate in connection with any other matter which may properly come before the Special Meeting or any adjournments thereof. The BlackRock Fund Board does not currently know of any matter to be considered at the Special Meeting other than the matters set forth in the Notice of Special Meeting of Shareholders.

        A majority of the outstanding shares entitled to vote on a proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting.

        The persons named as proxies may, whether or not a quorum is present, propose one or more adjournments of the Special Meeting on behalf of the BlackRock Fund without further notice to permit further solicitation of Proxies, provided such persons determine that an adjournment and additional solicitation are reasonable and in the interest of the shareholders of the BlackRock Fund, after consideration of all relevant factors, including the nature of the relevant proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such solicitation. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of the BlackRock Fund present in person or by proxy and entitled to vote at the session of the Special Meeting to be adjourned. Those proxies which are instructed to vote in favor of the Reorganization will vote in favor of any such adjournment, and those proxies which are instructed to vote against the Reorganization will vote against any such adjournment, as applicable.

        All properly executed Proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. For purposes of determining the presence of a quorum for transacting business at the Special Meeting and determining whether sufficient votes have been received for approval of any proposal to be acted upon at the Special Meeting, abstentions may, in the discretion of the BlackRock Fund, be treated as shares that are present at the Special Meeting and entitled to vote on the matter, but that have not been voted. Unless instructions to the contrary are marked, properly executed Proxies will be voted “For” the approval of the proposed Reorganization. Abstentions and broker non-votes ( i.e. , where a nominee such as a broker holding shares for beneficial owners votes on certain matters pursuant to discretionary authority or instructions from beneficial owners, but with respect to one or more proposals does not receive instructions from beneficial owners or does not exercise discretionary authority) will be counted as present for purposes of a quorum but would have the same effect as votes “Against” the Reorganization.

        Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each proposal before the Special Meeting. The New York Stock Exchange (the “NYSE”) has taken the position that broker-dealers that are members of the NYSE and that have not received instructions from a customer prior to the date specified in the broker-dealer firms’ request for voting instructions may not vote such customer’s shares on the Reorganization proposal. A signed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial owner’s shares are to be voted on a proposal may be deemed to be an instruction to vote such shares in favor of the applicable proposal.

Manner of Voting

        BlackRock Fund shareholders may vote by appearing in person at the Special Meeting, by returning the enclosed Proxy form or by casting their vote via telephone or the internet using the instructions provided on the enclosed Proxy form. Any shareholder who has given a Proxy, whether in written form, by telephone or over the internet, may revoke it at any time prior to its exercise by submitting a subsequent written, telephonic or electronic vote, by giving written notice of revocation to the Secretary of the BlackRock Fund, or by voting in person at the Special Meeting.

          Voting by Mail. To vote by mail, you should date and sign the Proxy card included with this Combined Prospectus/Proxy Statement, indicate your vote on the proposal, and return the card in the envelope provided.

         Voting by Telephone. There are two convenient methods to vote by telephone. If telephone voting is available for your account, a toll-free telephone number will be printed on your Proxy card. Prior to calling, you should read the Combined Prospectus/Proxy Statement and have your Proxy card at hand. (Please note, however, that telephone voting may not be available to shareholders whose shares are held by a broker or other intermediary on the shareholder’s behalf.)

        First, you may use the automated touch-tone voting method by calling the toll-free number provided on the Proxy card. At the prompt, follow the menu.

        Second, a separate toll-free number is provided on the Proxy card for registered shareholders who wish to speak to a telephone representative directly and give verbal instructions. The telephone representative will assist the shareholder with the voting process. The representative will not be able to assist a shareholder with information that is not contained in the Combined Prospectus/Proxy Statement, and the representative will not make recommendations on how to vote on the proposal.

         Internet Voting. To vote over the internet, please log on to the website printed on your proxy card. Prior to logging on, you should read the Combined Prospectus/Proxy Statement and have your Proxy card at hand. After logging on, follow the instructions on the screen. If you receive more than one Proxy card, you may vote them during the same session. (Please note, however, that internet voting may not be available to shareholders whose shares are held by a broker or other intermediary on the shareholder’s behalf.)

         Additional Information. Shareholders voting their Proxies by telephone or over the internet need not return their Proxy cards by mail.

        A person submitting votes by telephone or over the internet is deemed to represent that he or she is authorized to vote on behalf of all owners of the account, including spouses or other joint owners. By using the telephone or the internet to submit voting instructions, the shareholder is authorizing Computershare, a proxy solicitation firm, and its agents, to execute a Proxy to vote the shareholder’s shares at the Special Meeting as the shareholder has indicated.

        The BlackRock Fund believes that the procedures for authorizing the execution of a Proxy by telephone or over the internet set forth above are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately recorded.

        You are requested to fill in, sign and return the enclosed Proxy card promptly even if you expect to be present in person at the Special Meeting since you can always reverse your vote at the Special Meeting and unexpected circumstances might prevent you from attending. No postage is necessary if mailed in the United States.

June 15, 2006

(This page intentionally left blank)

APPENDIX A

FUNDAMENTAL INVESTMENT RESTRICTIONS

BlackRock Large Cap Growth Equity Portfolio

        The BlackRock Fund may not:

Merrill Lynch Large Cap Growth Fund

        The ML Fund may not:

        In addition, under its non-fundamental investment restrictions, the ML Fund may not:

APPENDIX B

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

        THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [              ] day of [              ], 2006, by and among Master Large Cap Series Trust, a registered investment company and a Delaware statutory trust (the “Master Large Cap Trust”), Merrill Lynch Large Cap Series Funds, Inc., a registered investment company and a Maryland corporation (“ML Large Cap Series”) with respect to Merrill Lynch Large Cap Growth Fund, a separate series of ML Large Cap Series (“ML Large Cap Growth”), and BlackRock Funds ^SM , a registered investment company and a Massachusetts business trust (“BlackRock Funds”), with respect to BlackRock Large Cap Growth Equity Portfolio, a separate series of BlackRock Funds (“BR Large Cap Growth”).

        This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of substantially all of the assets of BR Large Cap Growth in exchange for Investor A, Investor B, Investor C, Institutional and Service Shares of ML Large Cap Growth (“ML Large Cap Growth Shares”); (ii) the assumption by ML Large Cap Growth of the Stated Liabilities (as defined in paragraph 1.3) of BR Large Cap Growth; and (iii) the distribution, after the Closing Date (as defined in paragraph 3.1), of ML Large Cap Growth Shares to the shareholders of BR Large Cap Growth and the termination, dissolution and complete liquidation of BR Large Cap Growth, all upon the terms and conditions set forth in this Agreement (the “Reorganization”). In the Reorganization, the assets acquired by ML Large Cap Growth from BR Large Cap Growth will be contributed to Master Large Cap Growth Portfolio, a series of Master Large Cap Trust, in exchange for interests in Master Large Cap Growth Portfolio.

        WHEREAS, ML Large Cap Series is a “feeder” fund that invests all of its assets in Master Large Cap Trust, ML Large Cap Growth is a separate series of ML Large Cap Series, Master Large Cap Growth invests all of its assets in Master Large Cap Growth Portfolio, a series of Master Large Cap Growth, and BR Large Cap Growth is a separate series of BlackRock Funds; Master Large Cap Trust, ML Large Cap Series and BlackRock Funds are open-end, registered management investment companies within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”); and BR Large Cap Growth owns securities that generally are assets of the character in which Master Large Cap Growth Portfolio is permitted to invest;

        WHEREAS, each of ML Large Cap Growth and BR Large Cap Growth is properly treated as a “regulated investment company” under Subchapter M of the Code and Master Large Cap Trust is managed to allow ML Large Cap Growth to qualify as a “regulated investment company” under Subchapter M of the code;

        WHEREAS, ML Large Cap Series is authorized to issue shares of common stock of ML Large Cap Growth;

        WHEREAS, the Board of Trustees of Master Large Cap Trust and the Board of Directors of ML Large Cap Series have determined that the Reorganization is in the best interests of Master Large Cap Trust and ML Large Cap Growth, respectively, and that the interests of the existing shareholders of Master Large Cap Growth Portfolio and ML Large Cap Growth will not be diluted as a result of the Reorganization;

        WHEREAS, the Board of Trustees of BlackRock Funds on behalf of BR Large Cap Growth has determined that the Reorganization is in the best interests of BR Large Cap Growth and that the interests of the existing shareholders of BR Large Cap Growth will not be diluted as a result of the Reorganization;

        NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF SUBSTANTIALLY ALL OF THE ASSETS OF BR LARGE CAP GROWTH IN
EXCHANGE FOR ML LARGE CAP GROWTH SHARES AND THE ASSUMPTION OF THE
STATED LIABILITIES OF BR LARGE CAP GROWTH AND THE LIQUIDATION OF BR LARGE CAP GROWTH

        1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, BR Large Cap Growth agrees to convey, transfer and deliver the assets of BR Large Cap Growth described in paragraph 1.2 to ML Large Cap Growth free and clear of all liens, encumbrances and claims whatsoever. In exchange, ML Large Cap Growth agrees: (a) to deliver to BR Large Cap

Growth the number of full and fractional shares of each corresponding class of ML Large Cap Growth, determined by dividing: (i) the aggregate value of BR Large Cap Growth’s assets, net of the liabilities of BR Large Cap Growth, attributable to each share class of BR Large Cap Growth (as set forth below), computed in the manner and as of the time and date set forth in paragraph 2.1, by (ii) the net asset value of one ML Large Cap Growth Share of the corresponding class (as set forth below) computed in the manner and as of the time and date set forth in paragraph 2.2; and (b) to assume the Stated Liabilities of BR Large Cap Growth described in paragraph 1.3. Such transactions shall take place at the closing (the “Closing”) provided for in paragraph 3.1.

        The classes of shares of ML Large Cap Growth correspond to the classes of shares of BR Large Cap Growth as follows: Class A shares of ML Large Cap Growth correspond to Investor A shares of BR Large Cap Growth, Class B shares of ML Large Cap Growth correspond to Investor B shares of BR Large Cap Growth, Class C shares of ML Large Cap Growth correspond to Investor C shares of BR Large Cap Growth, Class I shares of ML Large Cap Growth correspond to Institutional Shares of BR Large Cap Growth, and newly-created Service Shares of ML Large Cap Growth correspond to Service Shares of BR Large Cap Growth. The Class A, Class B, Class C and Class I shares of ML Large Cap Growth will be redesignated Investor A, Investor B, Investor C and Institutional Shares in connection with the Reorganization.

        1.2 ASSETS TO BE ACQUIRED. The assets of BR Large Cap Growth to be acquired by ML Large Cap Growth shall consist of all property owned by BR Large Cap Growth, including, without limitation, all cash, securities, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, all books and records belonging to BR Large Cap Growth, any deferred or prepaid expenses shown as an asset on the books of BR Large Cap Growth on the Closing Date, and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in paragraph 7.3 and other than BR Large Cap Growth’s rights under this Agreement (the “Assets”).

        BR Large Cap Growth will, within 7 days prior to the Closing Date, furnish ML Large Cap Growth with (a) a list of BR Large Cap Growth’s portfolio securities and other investments and (b) a list of BR Large Cap Growth’s “historic business assets,” which are defined for this purpose as (i) those assets that were acquired by BR Large Cap Growth prior to the date of the approval of the Reorganization by the Board of Trustees of BlackRock Funds on behalf of BR Large Cap Growth, and (ii) those assets that were acquired subsequent to such board approval but in accordance with BR Large Cap Growth’s investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. ML Large Cap Growth will, within 3 days prior to the Closing Date, furnish BR Large Cap Growth with a list of the securities and other instruments, if any, on BR Large Cap Growth’s list referred to above that do not conform to ML Large Cap Growth’s investment objectives, policies and restrictions. If requested by ML Large Cap Growth, BR Large Cap Growth will dispose of securities and other instruments on ML Large Cap Growth’s list before the Closing Date. In addition, if it is determined that the portfolios of BR Large Cap Growth and ML Large Cap Growth, when aggregated, would contain investments exceeding certain percentage limitations imposed upon ML Large Cap Growth with respect to such investments, BR Large Cap Growth, if requested by ML Large Cap Growth, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After BR Large Cap Growth furnishes ML Large Cap Growth with the list described above, BR Large Cap Growth will not, without the prior approval of ML Large Cap Growth, acquire any additional securities other than securities which ML Large Cap Growth is permitted to purchase pursuant to its investment objective and policies or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require BR Large Cap Growth to dispose of any portfolio securities or other investments, if, in the reasonable judgment of BlackRock Funds’ Board of Trustees on behalf of BR Large Cap Growth or its investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of BR Large Cap Growth and (b) nothing will permit BR Large Cap Growth to dispose of any portfolio securities or other investments if, in the reasonable judgment of ML Large Cap Growth’s Board of Directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of ML Large Cap Growth.

        1.3 LIABILITIES TO BE ASSUMED. BR Large Cap Growth will endeavor to identify and discharge, to the extent practicable, all of its liabilities and obligations, including all liabilities relating to operations, before the Closing Date. ML Large Cap Growth shall assume only those accrued and unpaid liabilities of BR Large Cap

Growth set forth in BR Large Cap Growth’s statement of assets and liabilities as of the Closing Date delivered by BR Large Cap Growth to ML Large Cap Growth pursuant to paragraph 5.2 (the “Stated Liabilities”). ML Large Cap Growth shall assume only the Stated Liabilities and shall not assume any other debts, liabilities or obligations of BR Large Cap Growth.

        1.4 STATE FILINGS. Prior to the Closing Date, (i) BlackRock Funds or BR Large Cap Growth shall make any filings with the Commonwealth of Massachusetts that are required under the laws of the Commonwealth of Massachusetts to be made prior to the Closing Date and (ii) ML Large Cap Series or ML Large Cap Growth shall make any filings with the state of Maryland that are required under the laws of the state of Maryland to be made prior to the Closing Date.

        1.5 LIQUIDATION AND DISTRIBUTION. On or as soon as practicable after the Closing Date BR Large Cap Growth will distribute in complete liquidation of BR Large Cap Growth, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the “BR Large Cap Growth Shareholders”), all of the ML Large Cap Growth Shares received by BR Large Cap Growth. Upon completion of the distribution of all of the ML Large Cap Growth Shares in accordance with the prior sentence, BR Large Cap Growth will thereupon proceed to dissolve and terminate as set forth in paragraph 1.9 below. Such distribution will be accomplished by the transfer on the books of ML Large Cap Growth of ML Large Cap Growth Shares credited to the account of BR Large Cap Growth to open accounts on the share records of ML Large Cap Growth in the name of BR Large Cap Growth Shareholders, and representing the respective pro rata number of each class of ML Large Cap Growth Shares due BR Large Cap Growth Shareholders holding the corresponding class of BR Large Cap Growth shares. All issued and outstanding shares of BR Large Cap Growth will, simultaneously with the liquidation, be cancelled on the books of BR Large Cap Growth and will be null and void. ML Large Cap Growth shall not issue certificates representing ML Large Cap Growth Shares in connection with such transfer.

        1.6 OWNERSHIP OF SHARES. Ownership of ML Large Cap Growth Shares will be shown on the books of ML Large Cap Growth’s transfer agent.

        1.7 TRANSFER TAXES. Any transfer taxes payable upon the issuance of ML Large Cap Growth Shares in a name other than the registered holder of BR Large Cap Growth shares on the books of BR Large Cap Growth as of that time shall, as a condition of such transfer, be paid by the person to whom such ML Large Cap Growth Shares are to be issued and transferred.

        1.8 REPORTING RESPONSIBILITY. Any reporting responsibility of BR Large Cap Growth, including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of BR Large Cap Growth or of BlackRock Funds, on behalf of BR Large Cap Growth.

        1.9 TERMINATION AND DISSOLUTION. BR Large Cap Growth shall be terminated and dissolved promptly following all distributions made pursuant to paragraph 1.5 in accordance with the laws of the Commonwealth of Massachusetts and the federal securities laws.

        1.10 BOOKS AND RECORDS. Immediately after the Closing Date, the share transfer books relating to BR Large Cap Growth shall be closed and no transfer of shares shall thereafter be made on such books. All books and records of BR Large Cap Growth, including all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder transferred to ML Large Cap Growth, shall be made available to BR Large Cap Growth from and after the Closing Date at ML Large Cap Growth’s cost of producing such books and records until at least the date through which such books and records must be maintained under applicable law.

        1.11 ACTION BY TRUST. BlackRock Funds shall take all actions expressed herein as being the obligations of BR Large Cap Growth on behalf of BR Large Cap Growth.

ARTICLE II

VALUATION

        2.1 VALUATION OF ASSETS. The gross value of the Assets to be acquired by ML Large Cap Growth hereunder shall be the gross value of such Assets as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date, after the payment of the dividends pursuant to Section 7.3, using ML Large Cap Growth’s valuation procedures or such other valuation procedures as shall be mutually agreed upon by the parties.

        2.2 VALUATION OF SHARES. The net asset value per share of each class of ML Large Cap Growth Shares shall be the net asset value per share for that class computed on the Closing Date, using ML Large Cap Growth’s valuation procedures or such other valuation procedures as shall be mutually agreed upon by the parties.

ARTICLE III

CLOSING AND CLOSING DATE

        3.1 CLOSING DATE. Subject to the terms and conditions set forth herein, the Closing shall occur on Friday, October 13, 2006, or such other date as the parties may agree to in writing (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of immediately after the close of regular trading on the NYSE on the Closing Date. The Closing shall be held at the offices of Skadden, Arps, Meagher & Flom LLP , Four Times Square, New York, New York 10036, or at such other time and/or place as the parties may agree.

        3.2 CUSTODIAN’S CERTIFICATE. BR Large Cap Growth shall instruct its Custodian, PFPC Trust Company (the “Custodian”), to deliver at the Closing a certificate of an authorized officer stating that: (a) the Assets have been delivered in proper form to ML Large Cap Growth on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by BR Large Cap Growth. BR Large Cap Growth’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to the custodian for ML Large Cap Growth, Brown Brothers Harriman & Co., for examination no later than five (5) business days preceding the Closing Date and transferred and delivered by BR Large Cap Growth as of the Closing Date for the account of ML Large Cap Growth, duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof free and clear of all liens, encumbrances and claims whatsoever, in accordance with the custom of brokers. BR Large Cap Growth’s securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or other permitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and futures commission merchants and the Custodian. The cash to be transferred by BR Large Cap Growth shall be transferred and delivered by BR Large Cap Growth as of the Closing Date for the account of ML Large Cap Growth.

        3.3 EFFECT OF SUSPENSION IN TRADING. In the event that, on the Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of ML Large Cap Growth or BR Large Cap Growth are purchased or sold shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of ML Large Cap Growth or BR Large Cap Growth is impracticable, the Closing shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored or such other date as the parties may agree to.

        3.4 TRANSFER AGENT’S CERTIFICATE. BR Large Cap Growth shall instruct its transfer agent, PFPC, Inc. to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of BR Large Cap Growth Shareholders as of the Closing Date, and the number and percentage ownership (to four decimal places) of outstanding shares owned by each BR Large Cap Growth Shareholder immediately prior to the Closing. ML Large Cap Growth shall issue and deliver, or instruct its transfer agent to issue and deliver, a confirmation evidencing ML Large Cap Growth Shares to be credited on the Closing Date to BR Large Cap Growth, or provide evidence reasonably satisfactory to BR Large Cap Growth that such ML Large Cap Growth Shares have been credited to BR Large Cap Growth’s account on the books of ML Large Cap Growth.

        3.5 DELIVERY OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, assumptions of liabilities, receipts and other documents, if any, as such other party or its counsel may reasonably request.

        3.6 FAILURE TO DELIVER ASSETS. If BR Large Cap Growth is unable to make delivery pursuant to paragraph 3.2 hereof to the custodian for ML Large Cap Growth of any of the Assets of BR Large Cap Growth for the reason that any of such Assets have not yet been delivered to it by BR Large Cap Growth’s broker, dealer or other counterparty, then, in lieu of such delivery, BR Large Cap Growth shall deliver, with respect to said

Assets, executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by ML Large Cap Growth or its custodian, including brokers’ confirmation slips.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

        4.1 REPRESENTATIONS OF BR LARGE CAP GROWTH. BlackRock Funds, individually and on behalf of BR Large Cap Growth, represents and warrants to ML Large Cap Series, Master Large Cap Trust and ML Large Cap Growth, as follows:

        (a) BlackRock Funds is a voluntary association with transferable shares commonly referred to as a Massachusetts business trust that is duly organized, validly existing and in good standing under laws of the Commonwealth of Massachusetts. BR Large Cap Growth is a legally designated, separate series of BlackRock Funds. BlackRock Funds is duly authorized to transact business in the Commonwealth of Massachusetts and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on BR Large Cap Growth. BlackRock Funds, on behalf of BR Large Cap Growth, has all material federal, state and local authorizations necessary to own all of its properties and the Assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on BR Large Cap Growth.

        (b) BlackRock Funds is registered as an open-end management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect. BlackRock Funds is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder with respect to BR Large Cap Growth.

        (c) The Registration Statement on Form N-14 and the Combined Prospectus/Proxy Statement contained therein as so amended or supplemented (the “Registration Statement”) as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to BlackRock Funds and BR Large Cap Growth, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and does not and will not include, as it relates to BlackRock Funds and BR Large Cap Growth, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any written information furnished by BlackRock Funds with respect to BlackRock Funds and BR Large Cap Growth for use in the Registration Statement or any other materials provided in connection with the Reorganization, as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

        (d) BR Large Cap Growth’s prospectus, statement of additional information and shareholder reports, each to the extent included or incorporated by reference in the Registration Statement, are accurate and complete in all material respects and comply in all material respects with federal securities and other laws and regulations, and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances in which such statements were made, not misleading.

        (e) Neither BlackRock Funds nor BR Large Cap Growth is in violation of, and the execution, delivery and performance of this Agreement in accordance with its terms by BlackRock Funds individually and on behalf of BR Large Cap Growth will not result in the violation of, Massachusetts law or any provision of BlackRock Funds’ declaration of trust or bylaws or of any material agreement, indenture, note, mortgage, instrument, contract, lease or other undertaking to which BlackRock Funds (with respect to BR Large Cap Growth) or BR Large Cap Growth is a party or by which it is bound, nor will the execution, delivery and performance of this Agreement by BlackRock Funds individually and on behalf of BR Large Cap Growth, result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which BlackRock Funds or BR Large Cap Growth is a party or by which it is bound.

        (g) No litigation, claims, actions, suits proceeding or investigation of or before any court or governmental body is pending or to BlackRock Funds’knowledge threatened against BR Large Cap Growth or any of its properties or assets which, if adversely determined, would materially and adversely affect BlackRock Funds’ or BR Large Cap Growth’s financial condition, the conduct of its business or which would prevent or hinder the ability of BR Large Cap Growth to carry out the transactions contemplated by this Agreement. Neither BlackRock Funds nor BR Large Cap Growth knows of any facts that might form the basis for the institution of such proceedings and neither is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

        (h) The audited financial statements of BR Large Cap Growth as of September 30, 2005 and for the fiscal year then ended, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and have been audited by Deloitte & Touche LLP , and such statements (true and complete copies of which have been furnished to ML Large Cap Growth) fairly reflect the financial condition and the results of operations of BR Large Cap Growth as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of BR Large Cap Growth whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of BR Large Cap Growth for the six months ended March 31, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by BR Large Cap Growth, and such statements (true and complete copies of which have been furnished to ML Large Cap Growth) fairly reflect the financial condition and the results of operations of BR Large Cap Growth as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of BR Large Cap Growth whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements.

        (i) There have been no changes in the financial position of BR Large Cap Growth as reflected in the audited financial statements of BR Large Cap Growth for the fiscal year ended September 30, 2005 and the unaudited financial statements for the six months ended March 31, 2006, other than those occurring in the ordinary course of business consistent with past practice in connection with the purchase and sale of portfolio assets, the issuance and redemption of BR Large Cap Growth shares and the payment of normal operating expenses, dividends and capital gains distributions. Since September 30, 2005, there has been no material adverse change in BR Large Cap Growth’s financial condition, assets, liabilities or business, results of operations or the manner of conducting business of BR Large Cap Growth, or any incurrence by BR Large Cap Growth of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted in writing by ML Large Cap Growth. For the purposes of this paragraph 4.1(i), a decline in the net asset value of BR Large Cap Growth due to declines in the value of BR Large Cap Growth’s Assets, the discharge of BR Large Cap Growth’s liabilities or the redemption of BR Large Cap Growth shares by BR Large Cap Growth Shareholders shall not constitute material adverse change.

        (j) Since September 30, 2005 there has not been (i) any change in the business, results of operations, assets or financial condition or the manner of conducting the business of BR Large Cap Growth other than changes in the ordinary course of its business, or any pending or threatened litigation, which has had or may have a material adverse effect on such business, results of operations, assets or financial condition; (ii) issued any option to purchase or other right to acquire shares of BR Large Cap Growth granted by or on behalf of BR Large Cap Growth to any person other than subscriptions to purchase shares at net asset value in accordance with the terms in the prospectus for BR Large Cap Growth; (iii) any entering into, amendment or termination of any contract or agreement by or on behalf of BR Large Cap Growth, except as otherwise contemplated by this Agreement; (iv) any indebtedness incurred, other than in the ordinary course of business, by or on behalf of BR Large Cap Growth for borrowed money or any commitment to borrow money by or on behalf of BR Large Cap Growth; (v) any amendment of BR Large Cap Growth’s organizational documents in a manner materially affecting BR Large Cap Growth; and (vi) any grant or

imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business with respect to covered options) upon any asset of BR Large Cap Growth other than a lien for taxes not yet due and payable.

        (k) As of the date hereof and at the Closing Date, all federal and other tax returns and reports of BR Large Cap Growth required by law to be filed have or shall have been timely and duly filed by such dates (including any extensions) and are or will be correct in all material respects, and all federal and other taxes required to be paid pursuant to such returns and reports have been paid. To the best of BR Large Cap Growth’s knowledge after reasonable investigation, no such return is currently under audit or examination, and no assessment or deficiency has been asserted with respect to any such returns.

        (l) BlackRock Funds has an unlimited number of authorized shares of beneficial interest of which, as of May 25, 2006, there were outstanding 5,141,353 shares of BR Large Cap Growth, and no shares of BR Large Cap Growth were held in the treasury of BlackRock Funds. All issued and outstanding shares of beneficial interest of BR Large Cap Growth have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act of 1933 (the “1933 Act”) and applicable state securities laws and are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and nonassessable, and are not subject to preemptive or dissenter’s rights. All of the issued and outstanding shares of BR Large Cap Growth will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of BR Large Cap Growth’s transfer agent as provided in paragraph 3.4. BR Large Cap Growth has no outstanding options, warrants or other rights to subscribe for or purchase any of BR Large Cap Growth shares and has no outstanding securities convertible into any of BR Large Cap Growth shares.

        (m) At the Closing Date, BlackRock Funds, on behalf of BR Large Cap Growth, will have good and marketable title to the Assets to be transferred to ML Large Cap Growth pursuant to paragraph 1.2, and full right, power and authority to sell, assign, transfer and deliver such Assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances as to which ML Large Cap Growth has received notice and which have been taken into account in the net asset valuation of BR Large Cap Growth, and upon delivery of the Assets and the filing of any documents that may be required under Massachusetts state law ML Large Cap Growth will acquire good and marketable title to the Assets, subject to no restrictions on their full transfer, other than such restrictions as might arise under the 1933 Act, and other than as disclosed to and accepted in writing by ML Large Cap Growth.

        (n) BlackRock Funds, individually and on behalf of BR Large Cap Growth, has the power to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the trustees of BlackRock Funds. This Agreement constitutes a valid and binding obligation of BlackRock Funds, enforceable in accordance with its terms and no other corporate action or proceedings by BlackRock Funds are necessary to authorize this Agreement and the transactions contemplated herein, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

        (o) The information to be furnished by BlackRock Funds and BR Large Cap Growth for use in no-action letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.

        (p) BR Large Cap Growth has elected to qualify and has qualified as a “regulated investment company under the Code (a “RIC”) as of and since its first taxable year; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; qualifies and will continue to qualify as a RIC under the Code through the date of Reorganization; and has satisfied the distribution requirements imposed by the Code for each of its taxable years.

        (q) Except for the Registration Statement and the approval of this Agreement by BR Large Cap Growth Shareholders, no consent, approval, authorization or order under any federal or state law or of any court or governmental authority is required for the consummation by BlackRock Funds, on behalf of BR Large Cap Growth, of the transactions contemplated herein. No consent of or notice to any third party or entity other than the shareholders of BR Large Cap Growth as described in paragraph 4.1(r) is required for the consummation by BlackRock Funds, on behalf of BR Large Cap Growth, of the transactions contemplated by this Agreement.

        (r) BR Large Cap Growth has called a special meeting of the BR Large Cap Growth Shareholders to consider and act upon this Agreement (or transactions contemplated hereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein. Such meeting shall be scheduled for no later than August 22, 2006 (or such other date as the parties may agree to in writing).

        4.2 REPRESENTATIONS OF ML LARGE CAP GROWTH. Master Large Cap Trust and ML Large Cap Series individually and on behalf of ML Large Cap Growth represent and warrant to the BlackRock Funds, on behalf of BR Large Cap Growth, as follows:

        (a) Master Large Cap Trust is a statutory trust that is duly organized, validly existing and in good standing under laws of the State of Delaware. ML Large Cap Series is a corporation that is duly incorporated, validly existing and in good standing under the laws of the State of Maryland. ML Large Cap Growth is a legally designated separate series of ML Large Cap Series. Master Large Cap Trust is duly authorized to transact business in the State of Delaware and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on ML Large Cap Growth. ML Large Cap Series is duly authorized to transact business in the State of Maryland and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on ML Large Cap Growth. Each of Master Large Cap Trust and ML Large Cap Series, on behalf of ML Large Cap Growth, has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on ML Large Cap Growth.

        (b) Each of the Master Large Cap Trust and ML Large Cap Series is registered as an open-end management investment company under the 1940 Act, and such registration with the Commission as an investment company under the 1940 Act is in full force and effect. Each of Master Large Cap Trust and ML Large Cap Series is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder with respect to ML Large Cap Growth.

        (c) The Registration Statement, as of its effective date and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and does not and will not include, as it relates to Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representations and warranties in this paragraph 4.2 apply to statements or omissions made in reliance upon and in conformity with written information concerning BlackRock Funds and BR Large Cap Growth furnished to ML Large Cap Series or ML Large Cap Growth by BlackRock Funds or BR Large Cap Growth from the effective date of the Registration Statement (as defined in paragraph 4.1(c)) through the time of the meeting of BR Large Cap Growth Shareholders and on the Closing Date. Any written information furnished by Master Large Cap Trust, ML Large Cap Series or ML Large Cap Growth with respect to Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth for use in the Registration Statement or any other materials provided in connection with the Reorganization, as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

        (d) ML Large Cap Growth’s prospectus, statement of additional information and shareholder reports, each to the extent included or incorporated by reference in the Registration Statement, are accurate and complete in all material respects and comply in all material respects with federal securities and other laws and regulations, and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances in which such statements were made, not misleading.

        (e) Each of Master Large Cap Trust and ML Large Cap Growth is not in violation of, and the execution, delivery and performance of this Agreement in accordance with its terms by Master Large Cap Trust and ML Large Cap Series will not result in the violation of, Delaware law and Maryland law, respectively, or

any provision of Master Large Cap Trust’s declaration of trust or bylaws, ML Large Cap Series’ charter or bylaws or of any material agreement, indenture, note, mortgage, instrument, contract, lease or other undertaking to which Master Large Cap Trust or ML Large Cap Series (with respect to ML Large Cap Growth) or ML Large Cap Growth is a party or by which it is bound, nor will the execution, delivery and performance of this Agreement by Master Large Cap Trust and ML Large Cap Series individually and on behalf of ML Large Cap Growth result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which Master Large Cap Trust, ML Large Cap Series or ML Large Cap Growth is a party or by which it is bound.

        (f) No litigation, claims, actions, suits, proceeding or investigation of or before any court or governmental body is pending or to Master Large Cap Trust’s or ML Large Cap Series’ knowledge threatened against Master Large Cap Growth Portfolio or any of its properties or its assets or against ML Large Cap Growth Portfolio or any of its properties or its assets which, if adversely determined, would materially and adversely affect Master Large Cap Trust or ML Large Cap Growth’s financial condition or the conduct of its business or which would prevent or hinder the ability of Master Large Cap Trust or ML Large Cap Growth to carry out the transactions contemplated by this Agreement. Neither Master Large Cap Trust nor ML Large Cap Growth knows of any facts that might form the basis for the institution of such proceedings and neither is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

        (g) The audited financial statements of each of Master Large Cap Trust (as it relates to Master Large Cap Growth Portfolio) and ML Large Cap Growth for the fiscal year ended October 31, 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and have been audited by Deloitte & Touche LLP , and such statements (true and complete copies of which have been furnished to BR Large Cap Growth) fairly reflect the financial condition and the results of operations of each of Master Large Cap Growth Portfolio and ML Large Cap Growth as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of Master Large Cap Trust or ML Large Cap Growth whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Master Large Cap Trust (as it relates to Master Large Cap Growth Portfolio) and ML Large Cap Growth for the six months ended April 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by Master Large Cap Trust and ML Large Cap Growth, and such statements (true and complete copies of which have been furnished to BR Large Cap Growth) fairly reflect the financial condition and the results of operations of Master Large Cap Trust (as it relates to Master Large Cap Growth Portfolio) and ML Large Cap Growth as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of Master Large Cap Growth Portfolio and ML Large Cap Growth whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements.

        (h) There have been no changes in the financial position of Master Large Cap Trust or ML Large Cap Growth as reflected in the audited financial statements for the fiscal year ended October 31, 2005 and the fiscal year then ended and the unaudited financial statements for the six months ended April 30, 2006, other than those occurring in the ordinary course of business consistent with past practice in connection with the purchase and sale of portfolio assets, the issuance and redemption of ML Large Cap Growth shares and the payment of normal operating expenses, dividends and capital gains distributions. Since October 31, 2005, there has been no material adverse change in Master Large Cap Trust’s or ML Large Cap Growth’s financial condition, assets, liabilities or business, results of operations or the manner of conducting business of Master Large Cap Trust or ML Large Cap Growth, or any incurrence by Master Large Cap Trust or ML Large Cap Growth of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted in writing by BR Large Cap Growth. For the purposes of this paragraph 4.2(h), a decline in the net asset value of ML Large Cap Growth due to declines in the value of ML Large Cap Growth’s assets, the discharge of ML Large Cap Growth’s liabilities or the redemption of ML Large Cap Growth shares by ML Large Cap Growth shareholders shall not constitute a material adverse change.

        (i) As of the date hereof and at the Closing Date, all federal and other tax returns and reports of Master Large Cap Trust and ML Large Cap Growth required by law to be filed have or shall have been timely and duly filed by such dates (including any extensions) and are or will be correct in all material respects, and all federal and other taxes required to be paid pursuant to such returns and reports have been paid. To the best of Master Large Cap Trust’s and ML Large Cap Growth’s knowledge after reasonable investigation, no such return is currently under audit or examination, and no assessment or deficiency has been asserted with respect to any such returns.

        (j) Master Large Cap Trust has an unlimited number of authorized beneficial interests. ML Large Cap Series has 3,000,000,000 authorized shares of common stock, par value $0.10 per share, of which 700,000,000 shares were designated ML Large Cap Growth; as of June 2, 2006, there were outstanding 68,772,849 shares of ML Large Cap Growth, and no shares of ML Large Cap Growth were held in the treasury of ML Large Cap Growth. All issued and outstanding shares of beneficial interest of Master Large Cap Trust and of common stock of ML Large Cap Growth have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act or an exemption therefrom and applicable state securities laws and are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and nonassessable, and are not subject to preemptive or dissenter’s rights. ML Large Cap Growth has no outstanding options, warrants or other rights to subscribe for or purchase any of ML Large Cap Growth shares and has no outstanding securities convertible into any of ML Large Cap Growth’s shares.

        (k) At the Closing Date, Master Large Cap Trust, on behalf of Master Large Cap Growth Portfolio, and ML Large Cap Series, on behalf of ML Large Cap Growth, will have good and marketable title to all of ML Large Cap Growth’s assets and full right, power and authority to sell, assign, transfer and deliver such assets, free of any lien or other encumbrance, except those liens or encumbrances as to which BR Large Cap Growth has received notice at or prior to the Closing Date.

        (l) Each of Master Large Cap Trust and ML Large Cap Series, individually and on behalf of ML Large Cap Growth, has the power to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the trustees of Master Large Cap Trust and the directors of ML Large Cap Series. This Agreement constitutes a valid and binding obligation of Master Large Cap Trust and ML Large Cap Series, enforceable in accordance with its terms, and no other corporate action or proceedings by Master Large Cap Trust or ML Large Cap Series are necessary to authorize this Agreement and the transactions contemplated herein, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’rights and to general equity principles.

        (m) The ML Large Cap Growth Shares to be issued and delivered to BR Large Cap Growth for the account of BR Large Cap Growth Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, ML Large Cap Growth Shares will be duly and validly issued and will be fully paid and nonassessable (except as disclosed in ML Large Cap Growth’s prospectus effective on the Closing Date).

        (n) The information to be furnished by Master Large Cap Trust and ML Large Cap Growth for use in no-action letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.

         (o) ML Large Cap Series has elected to qualify ML Large Cap Growth as a RIC and ML Large Cap Growth has so qualified as a RIC as of and since its first taxable year and will continue to qualify as a RIC under the Code. ML Large Cap Growth has satisfied the distribution requirements imposed by the Code for each of its taxable years. Master Large Cap Trust has caused Master Large Cap Growth Portfolio to be managed so as to allow ML Large Cap Growth to qualify as a RIC and Master Large Cap Growth Portfolio will continue to be managed so as to allow ML Large Cap Growth to qualify through the Reorganization and thereafter.

         (p) Except for the Registration Statement, no consent, approval, authorization or order under any federal or state law or of any court or governmental authority is required for the consummation by Master Large Cap Trust and ML Large Cap Series on behalf of ML Large Cap Growth of the transactions contemplated herein. No consent of or notice to any third party or entity other than the shareholders of BR Large Cap Growth as described in paragraph 4.1(r) is required for the consummation by Master Large Cap Trust and ML Large Cap Growth of the transactions contemplated by this Agreement.

ARTICLE V

COVENANTS OF MASTER LARGE CAP TRUST, ML LARGE CAP SERIES
(AS IT RELATES TO MASTER LARGE CAP GROWTH PORTFOLIO,
ML LARGE CAP GROWTH, BLACKROCK FUNDS AND
BR LARGE CAP GROWTH

        5.1 OPERATION IN ORDINARY COURSE. Subject to paragraph 7.3, each of Master Large Cap Trust (as it relates to Master Large Cap Value Portfolio), ML Large Cap Growth and BR Large Cap Growth will operate its business in the ordinary course of business between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

        5.2 BR Large Cap Growth will prepare and deliver to ML Large Cap Growth on the second business day prior to the Closing Date a statement of the assets and Stated Liabilities of BR Large Cap Growth as of such date for review and agreement by the parties to determine that the assets and Stated Liabilities of BR Large Cap Growth are being correctly determined in accordance with the terms of this Agreement. BR Large Cap Growth will deliver at the Closing (1) an updated statement of assets and Stated Liabilities of BR Large Cap Growth and (2) a list of BR Large Cap Growth’s portfolio showing the tax costs of each of its assets by lot and the holding periods of such assets, each of (1) and (2) as of the Closing Date, and certified by the Treasurer of BlackRock Funds.

        5.3 ACCESS TO BOOKS AND RECORDS. Upon reasonable notice, BR Large Cap Growth shall make available to ML Large Cap Growth’s officers and agents all books and records of BR Large Cap Growth.

        5.4 ADDITIONAL INFORMATION. BlackRock Funds and BR Large Cap Growth will assist ML Large Cap Growth in obtaining such information as ML Large Cap Growth reasonably requests concerning the beneficial ownership of BR Large Cap Growth’s shares.

        5.5 CONTRACT TERMINATION. BR Large Cap Growth will terminate all agreements to which it is a party (other than this Agreement), effective as of the Closing Date without any liability not paid prior to the Closing Date other than as accrued as part of the Stated Liabilities.

        5.6 FURTHER ACTION. Subject to the provisions of this Agreement, Master Large Cap Trust, ML Large Cap Growth and BR Large Cap Growth will take or cause to be taken all action and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. In particular, each of BlackRock Funds and BR Large Cap Growth covenants that it will, as and when reasonably requested by ML Large Cap Growth, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as ML Large Cap Growth may reasonably deem necessary or desirable in order to vest in and confirm ML Large Cap Growth’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

        5.7 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within thirty (30) days after the Closing Date, BR Large Cap Growth shall furnish to ML Large Cap Growth, in such form as is reasonably satisfactory to ML Large Cap Growth, a statement of the earnings and profits of BR Large Cap Growth for federal income tax purposes, as well as any capital loss carryovers and items that ML Large Cap Growth will succeed to and take into account as a result of Section 381 of the Code, and which will be certified by the Treasurer of BlackRock Funds.

        5.8 UNAUDITED FINANCIAL STATEMENTS. BR Large Cap Growth shall furnish to ML Large Cap Growth within five (5) business days after the Closing Date, an unaudited statement of its assets and liabilities, portfolio of investments and the related statements of operations and changes in net assets as of and for the

interim period ending on the Closing Date; such financial statements will represent fairly the financial position of BR Large Cap Growth as of the date thereof and the portfolio of investments, the results of operations and changes in net assets indicated in conformity with generally accepted accounting principles applied on a consistent basis and such financial statements shall be certified by the Treasurer of BlackRock Funds as complying with the requirements hereof.

        5.9 PREPARATION OF REGISTRATION STATEMENT. ML Large Cap Series will prepare and file with the Commission the Registration Statement relating to ML Large Cap Growth Shares to be issued to shareholders of BR Large Cap Growth. The Registration Statement shall include a combined prospectus/proxy statement relating to the transactions contemplated by this Agreement. At the time the Registration Statement becomes effective, at the time of the BR Large Cap Growth Shareholders meeting and at the Closing Date, the Registration Statement shall be in compliance in all material respects with the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”) and the 1940 Act, as applicable. Each party will provide the materials and information necessary to prepare the Registration Statement, for inclusion therein, in connection with the meeting of BR Large Cap Growth Shareholders to consider the approval of this Agreement and the transactions contemplated herein, including in the case of BR Large Cap Growth any special interim financial information necessary for inclusion therein. If at any time prior to the Closing Date a party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, the party discovering the item shall notify the other parties and the parties shall cooperate in promptly preparing, filing and clearing the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item.

        5.10 TAX STATUS OF REORGANIZATION. The intention of the parties is that the transaction contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither Master Large Cap Trust, ML Large Cap Series, BlackRock Funds, ML Large Cap Growth nor BR Large Cap Growth shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds and BR Large Cap Growth will take such action, or cause such action to be taken, as is reasonably necessary to enable Sidley Austin LLP , counsel to Master Large Cap Trust and ML Large Cap Series, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Sidley Austin LLP ).

        5.11 REASONABLE BEST EFFORTS. Each of Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds and BR Large Cap Growth shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement.

        5.12 AUTHORIZATIONS. ML Large Cap Series and ML Large Cap Growth agree to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and any state blue sky or securities laws as they may deem appropriate in order to operate in the normal course of business after the Closing Date.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF BR LARGE CAP GROWTH AND BLACKROCK FUNDS

        The obligations of BlackRock Funds BR Large Cap Growth to consummate the transactions provided for herein shall be subject, at its election, to the performance by Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth of all the obligations to be performed by Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth pursuant to this Agreement on or before the Closing Date and, in addition, subject to the following conditions:

        6.1 All representations, covenants and warranties of Master Large Cap Trust, ML Large Cap Series and ML Large Cap Growth contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. ML Large Cap Series shall have delivered to BR Large Cap Growth a certificate executed in ML Large Cap Series’ name by ML Large Cap Series’President and its Treasurer, in form and substance satisfactory to BR Large Cap Growth and dated as of the Closing Date, to such effect and as to such other matters as BR Large Cap Growth shall reasonably request. BR Large Cap Growth shall have received certified copies of the resolutions adopted by

the Board of Trustees of Master Large Cap Trust and the Board of Directors of ML Large Cap Series approving this Agreement and the transactions contemplated herein.

        6.2 BR Large Cap Growth shall have received on the Closing Date an opinion of Sidley Austin LLP , dated as of the Closing Date, in a form reasonably satisfactory to BR Large Cap Growth, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort:

        (a) ML Large Cap Series is a corporation validly existing under the applicable laws of the State of Maryland.

        (b) Each of Master Large Cap Trust and ML Large Cap Series is registered as an open-end management investment company under the 1940 Act and ML Large Cap Growth is a series of ML Large Cap Series.

        (c) ML Large Cap Series has the power and authority to execute, deliver and perform all of its obligations under this Agreement under the applicable laws of the State of Maryland. The execution and delivery of this Agreement and the consummation by ML Large Cap Series of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of ML Large Cap Series under the applicable laws of the State of Maryland.

        (d) This Agreement has been duly executed and delivered by ML Large Cap Series under the applicable laws of the State of Maryland and, assuming this Agreement is a valid and binding obligation of BlackRock Funds, constitutes the valid and binding obligation of ML Large Cap Series, enforceable against ML Large Cap Series and ML Large Cap Growth in accordance with its terms.

        (e) The execution and delivery by ML Large Cap Series of this Agreement and the performance by ML Large Cap Series of its obligations under this Agreement do not conflict with the charter or the by-laws of ML Large Cap Series.

        (f) Neither the execution, delivery or performance by ML Large Cap Series of this Agreement nor the compliance by ML Large Cap Series with the terms and provisions hereof will contravene any provision of any applicable law of the State of Maryland or any applicable law of the United States of America.

        (g) No governmental approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of this Agreement by ML Large Cap Series or the enforceability of this Agreement against ML Large Cap Series.

        (h) ML Large Cap Growth Shares being issued pursuant to this Agreement have been duly authorized by ML Large Cap Series and, upon issuance thereof in accordance with this Agreement, will be validly issued and fully paid.

        6.3 BR Large Cap Growth shall have received on the Closing Date an opinion of Richards, Layton & Finger, P.A. dated as of the Closing Date, in a form reasonably satisfactory to BR Large Cap Growth, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort:

        (a) Master Large Cap Trust is a statutory trust validly existing under the applicable laws of the State of Delaware.

        (b) Master Large Cap Trust has the power and authority to execute, deliver and perform all of its obligations under this Agreement under the applicable laws of the State of Delaware. The execution and delivery of this Agreement and the consummation by Master Large Cap Trust of the transactions contemplated hereby have been duly authorized by all requisite statutory trust action on the part of Master Large Cap Trust under the applicable laws of the State of Delaware.

        (c) The execution and delivery by Master Large Cap Trust of this Agreement and the performance by Master Large Cap Trust of its obligations under this Agreement do not violate the declaration of trust or the by-laws of Master Large Cap Trust.

        (d) Neither the execution, delivery or performance by Master Large Cap Trust of this Agreement nor the compliance by Master Large Cap Trust with the terms and provisions hereof will violate any applicable law of the State of Delaware.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF ML LARGE CAP GROWTH,
MASTER LARGE CAP SERIES AND MASTER LARGE CAP TRUST

        The obligations of ML Large Cap Series, Master Large Cap Trust and ML Large Cap Growth to consummate the transactions provided for herein shall be subject, at their election, to the performance by BlackRock Funds and BR Large Cap Growth of all the obligations to be performed by BlackRock Funds and BR Large Cap Growth pursuant to this Agreement on or before the Closing Date and, in addition, shall be subject to the following conditions:

        7.1 All representations, covenants and warranties of each of BlackRock Funds and BR Large Cap Growth contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. BR Large Cap Growth shall have delivered to ML Large Cap Growth on the Closing Date a certificate executed in BlackRock Fund’s name by BlackRock Fund’s President and the Treasurer, in form and substance satisfactory to ML Large Cap Growth and dated as of the Closing Date, to such effect and as to such other matters as ML Large Cap Growth shall reasonably request. ML Large Cap Growth shall have received certified copies of the resolutions adopted by the Board of Trustees of BlackRock Funds with respect to BR Large Cap Growth approving this Agreement and the transactions contemplated herein.

        7.2 BR Large Cap Growth shall have delivered to ML Large Cap Growth (1) a statement as of the Closing Date of BR Large Cap Growth’s assets and Stated Liabilities, in accordance with paragraph 5.2, and (2) a list of BR Large Cap Growth’s portfolio showing the tax costs of each of its assets by lot and the holding periods of such assets, as of the Closing Date, certified by the Treasurer of BR Large Cap Growth.

        7.3 Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the valuation of the Assets on the Closing Date, BR Large Cap Growth shall have declared a dividend or dividends, with a record and ex-dividend date prior to the valuation of the Assets, which, together with all previous dividends, shall have the effect of distributing to BR Large Cap Growth Shareholders all of BR Large Cap Growth’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carry forward).

        7.4 Master Large Cap Trust and ML Large Cap Series shall have received on the Closing Date an opinion from Skadden, Arps, Slate, Meagher & Flom LLP , dated as of the Closing Date, in a form reasonably satisfactory to Master Large Cap Trust and ML Large Cap Series, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort:

        (a) BlackRock Funds is a business trust validly existing under the applicable laws of the Commonwealth of Massachusetts.

        (b) BlackRock Funds is registered as an open-end management investment company under the 1940 Act and BR Large Cap Growth is a series thereof.

        (c) BlackRock Funds has the power and authority to execute, deliver and perform all of its obligations under this Agreement under the applicable laws of the Commonwealth of Massachusetts. The execution and delivery of this Agreement and the consummation by BlackRock Funds of the transactions contemplated hereby have been duly authorized by all requisite action on the part of BlackRock Funds under the applicable laws of the Commonwealth of Massachusetts.

        (d) This Agreement has been duly executed and delivered by BlackRock Funds under the applicable laws of the Commonwealth of Massachusetts and assuming this Agreement is a valid and binding obligation of Master Large Cap Trust and ML Large Cap Series constitutes the valid and binding obligation of BlackRock Funds, enforceable against BlackRock Funds and BR Large Cap Growth in accordance with its terms under the applicable laws of the Commonwealth of Massachusetts.

        (e) The execution and delivery by BlackRock Funds of this Agreement and the performance by BlackRock Funds of its obligations under this Agreement do not conflict with the declaration of trust or the code of regulations of BlackRock Funds.

        (f) Neither the execution, delivery or performance by BlackRock Funds of this Agreement nor the compliance by BlackRock Funds with the terms and provisions hereof will contravene any provision of any applicable law of the Commonwealth of Massachusetts or any applicable law of the United States of America.

        (g) No governmental approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of this Agreement by BlackRock Funds or the enforceability of this Agreement against BlackRock Funds.

        7.5 As of the Closing Date, there shall have been no material change in the investment objective, policies and restrictions nor any material increase in the investment management fees, fee levels payable pursuant to any 12b-1 plan or distribution or shareholder servicing plan or agreement, other fees payable for services provided to BR Large Cap Growth, or sales loads of BR Large Cap Growth nor any material reduction in the fee waiver or expense reduction undertakings from those described in the Registration Statement.

        7.6 BR Large Cap Growth shall have taken all steps required to terminate all agreements to which it is a party (other than this Agreement), other than as accrued as part of the Stated Liabilities; BlackRock Funds shall have taken all steps required to terminate all agreements to which it is a party (other than this Agreement), that relate to BR Large Cap Growth, other than as accrued as part of the Stated Liabilities.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF ML LARGE CAP GROWTH,
MASTER LARGE CAP TRUST, ML LARGE CAP SERIES, BLACKROCK FUNDS AND BR LARGE CAP GROWTH

        If any of the conditions set forth below shall not have been satisfied on or before the Closing Date or shall not remain satisfied with respect to Master Large Cap Trust, ML Large Cap Series or ML Large Cap Growth (collectively, the “ML Party”), or BlackRock Funds or BR Large Cap Growth (collectively, the “BR Party”), the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

        8.1 This Agreement and the transactions contemplated herein, with respect to BR Large Cap Growth, shall have been approved by the requisite vote of the holders of the outstanding shares of BR Large Cap Growth in accordance with the provisions of BR Large Cap Growth’s declaration of trust and bylaws, applicable Massachusetts law and the 1940 Act. Evidence of such approval shall have been delivered to ML Large Cap Growth, in such form as shall be reasonably acceptable to ML Large Cap Growth. Notwithstanding anything herein to the contrary, neither ML Large Cap Growth nor BR Large Cap Growth may waive the conditions set forth in this paragraph 8.1.

        8.2 The Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act.

        8.3 All third party consents and all consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary “no-action” positions and exemptive orders from such federal authorities) in each case required to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order or permit would not reasonably be expected to have a material adverse effect on the assets or properties of ML Large Cap Growth, Master Large Cap Trust or BR Large Cap Growth, provided that any party hereto may waive any such conditions for itself.

        8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. The registration statement of ML Large Cap Series on Form N-1A under the 1940 Act covering the sale of shares of ML Large Cap Growth shall be effective.

        8.5 As of the Closing Date, there shall be no pending litigation brought by any person against Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds or BR Large Cap Growth or any of the investment advisers, trustees, directors or officers of the foregoing, arising out of, or seeking to prevent completion of the transactions contemplated by, this Agreement. Furthermore, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

        8.6 BlackRock Funds, ML Large Cap Series and Master Large Cap Trust each shall have received an opinion of Sidley Austin LLP , counsel to Master Large Cap Trust and ML Large Cap Series substantially to the effect that, based on certain facts, assumptions and representations of the parties, for federal income tax purposes:

        (a) the transfer of all of the Assets solely in exchange for ML Large Cap Growth Shares and the assumption by ML Large Cap Growth of the Stated Liabilities of BR Large Cap Growth followed by the distribution of ML Large Cap Growth Shares to BR Large Cap Growth Shareholders in complete dissolution and liquidation of BR Large Cap Growth will constitute a “reorganization” within the meaning of Section 368(a) of the Code and ML Large Cap Growth and BR Large Cap Growth will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

        (b) no gain or loss will be recognized by ML Large Cap Growth upon the receipt of all of the Assets solely in exchange for ML Large Cap Growth Shares and the assumption by ML Large Cap Growth of the Stated Liabilities of BR Large Cap Growth;

        (c) no gain or loss will be recognized by BR Large Cap Growth upon the transfer of the Assets to ML Large Cap Growth solely in exchange for ML Large Cap Growth Shares and the assumption by ML Large Cap Growth of the Stated Liabilities of BR Large Cap Growth or upon the distribution (whether actual or constructive) of ML Large Cap Growth Shares to BR Large Cap Growth Shareholders in exchange for such shareholders’ shares of BR Large Cap Growth in liquidation of BR Large Cap Growth;

        (d) no gain or loss will be recognized by BR Large Cap Growth Shareholders upon the exchange of their BR Large Cap Growth shares solely for ML Large Cap Growth Shares in the Reorganization;

        (e) the aggregate tax basis of ML Large Cap Growth Shares received by each BR Large Cap Growth Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of BR Large Cap Growth shares exchanged therefor by such shareholder;

        (f) the holding period of ML Large Cap Growth Shares to be received by each BR Large Cap Growth Shareholder pursuant to the Reorganization, including fractional shares to which he, she or it may be entitled, will include the period during which BR Large Cap Growth shares exchanged therefor were held by such shareholder, provided such BR Large Cap Growth shares are held as capital assets at the time of the Reorganization;

        (g) the tax basis of the Assets acquired by ML Large Cap Growth will be the same as the tax basis of such Assets to BR Large Cap Growth immediately before the Reorganization;

        (h) the holding period of the Assets in the hands of ML Large Cap Growth will include the period during which those assets were held by BR Large Cap Growth;

        (i) neither ML Large Cap Growth nor the Master Portfolio will recognize gain or loss on the transfer by ML Large Cap Growth to the Master Large Cap Growth Portfolio of the Assets received in exchange for beneficial interests in the Master Large Cap Growth Portfolio;

        (j) ML Large Cap Growth’s tax basis in the Master Large Cap Growth Portfolio beneficial interests received in exchange for the Assets transferred by ML Large Cap Growth will equal its basis in the Assets transferred;

        (k) the tax basis of the Assets in the hands of the Master Large Cap Growth Portfolio will be the same as their tax basis in the hands of ML Large Cap Growth;

        (l) ML Large Cap Growth’s holding period in the Master Large Cap Growth Portfolio beneficial interests received in exchange for the transferred Assets will include its holding period for the Assets transferred; and

        (m) the Master Large Cap Growth Portfolio’s holding period for the Assets received from ML Large Cap Growth will include ML Large Cap Growth’s holding period for such Assets.

        Such opinion shall be based on customary assumptions and such representations as Sidley Austin LLP may reasonably request, and each of Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds and BR Large Cap Growth will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds nor BR Large Cap Growth may waive the condition set forth in this paragraph 8.6.

        8.7 The transactions contemplated under the Transaction Agreement and Plan of Merger (the “Transaction Agreement”) by and among Merrill Lynch & Co., Inc., BlackRock, Inc., New Boise, Inc. and Boise Merger Sub, dated February 15, 2006, shall have been consummated.

ARTICLE IX

EXPENSES

        Except as otherwise expressly provided in this Agreement, Merrill Lynch Investment Managers, L.P., BlackRock, Inc., or one of their affiliates shall bear the direct and indirect expenses and the reasonable out-of-pocket costs incurred by the parties to this Agreement in connection with the purchase and sale of assets and liquidation and dissolution of BR Large Cap Growth contemplated by the provisions of this Agreement, including all direct and indirect expenses and out-of-pocket costs and expenses incurred by the parties hereto in connection with the preparation of the Registration Statement and the printing and mailing of the proxy statement and the solicitation of the related proxies for BlackRock Large Cap Growth.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

        10.1 The ML Party and the BR Party agree that no party has made to the other party any representation, warranty and/or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

        10.2 The representations and warranties of the parties hereto set forth in this Agreement shall not survive the consummation of the transactions contemplated herein.

ARTICLE XI

TERMINATION

        11.1 This Agreement may be terminated by the mutual agreement of BlackRock Funds, Master Large Cap Trust and ML Large Cap Series. In addition, BlackRock Funds, Master Large Cap Trust or ML Large Cap Series may at their option terminate this Agreement at or before the Closing Date due to:

        (a) a material breach by another party of any representation, warranty or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days;

        (b) a condition herein expressed to be precedent to the obligations of the terminating party or the parties that has not been met if it reasonably appears that it will not or cannot be met; or

        (c) the termination of the Transaction Agreement in accordance with its terms.

        11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of ML Large Cap Series, ML Large Cap Growth, BR Large Cap Growth, BlackRock Funds or Master Large Cap Trust, or the respective Board of Trustees/Directors of Master Large Cap Trust, ML Large Cap Series or BlackRock Funds or their officers, to any other party or its Board of Trustees/Directors. In the event of willful default, all remedies at law or in equity of the party adversely affected shall survive.

ARTICLE XII

AMENDMENTS

        This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the officers of BlackRock Funds, Master Large Cap Trust and ML Large Cap Series as specifically authorized by their respective Board of Trustees or Directors; provided, however, that, following the meeting of BR Large Cap Growth Shareholders called by BR Large Cap Growth pursuant to paragraph 4.1(r) of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of ML Large Cap Growth Shares to be issued to BR Large Cap Growth Shareholders under this Agreement to the detriment of such BR Large Cap Growth Shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

        13.1 The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

        13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

        13.5 It is expressly agreed that the obligations of BlackRock Funds hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of BlackRock Funds personally, but shall bind only the property of BR Large Cap Growth, as provided in the declaration of trust of BlackRock Funds. Moreover, no series of BlackRock Funds other than BR Large Cap Growth shall be responsible for the obligations of BlackRock Funds hereunder, and all persons shall look only to the assets of BR Large Cap Growth to satisfy the obligations of BlackRock Funds hereunder. The execution and delivery of this Agreement have been authorized by the Board of Trustees of BlackRock Funds with respect to BlackRock Funds and BR Large Cap Growth and signed by authorized officers of BlackRock Funds, acting as such. Neither the authorization by such Board of Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of BR Large Cap Growth as provided in BlackRock Funds’ declaration of trust.

ARTICLE XIV

NOTICES

        Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by FedEx or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the applicable party: to Master Large Cap Trust, ML Large Cap Series or ML Large Cap Growth, 800 Scudders Mill Road, Plainsboro, New Jersey 08536, Attention: Robert C. Doll, Jr., or to BlackRock Funds or BR Large Cap Growth, 40 East 52nd St., New York, New York 10022, Attention: Robert Connolly or to any other address that Master Large Cap Trust, ML Large Cap Series, ML Large Cap Growth, BlackRock Funds or BR Large Cap Growth shall have last designated by notice to the other party.

        IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

        MASTER LARGE CAP SERIES TRUST

BLACKROCK LARGE CAP GROWTH EQUITY PORTFOLIO,
A PORTFOLIO OF BLACKROCK FUNDS ^SM

MERRILL LYNCH LARGE CAP GROWTH FUND,
A SERIES OF MERRILL LYNCH LARGE CAP SERIES FUNDS, INC.

PART B

STATEMENT OF ADDITIONAL INFORMATION

June 15, 2006

        This Statement of Additional Information (the “SAI”) relates to the proposed reorganization (the “Reorganization”) of the BlackRock Large Cap Growth Equity Portfolio (the “BlackRock Fund”), a series of BlackRock Funds, a Massachusetts business trust, into the Merrill Lynch Large Cap Growth Fund (the “ML Fund”), a series of Merrill Lynch Large Cap Series Funds, Inc., a Maryland corporation (“ML Large Cap Series”).

        This SAI contains information which may be of interest to shareholders of the BlackRock Fund relating to the Reorganization, but which is not included in the Combined Prospectus/Proxy Statement dated June 15, 2006 (the “Combined Prospectus/Proxy Statement”). As described in the Combined Prospectus/Proxy Statement, the Reorganization would involve the transfer of substantially all the assets of, and the assumption of certain stated liabilities of, the BlackRock Fund in exchange for shares of the ML Fund. The BlackRock Fund would distribute the ML Fund shares it receives to its shareholders in complete liquidation of the BlackRock Fund.

        This SAI is not a prospectus, and should be read in conjunction with the Combined Prospectus/Proxy Statement. The Combined Prospectus/Proxy Statement has been filed with the Securities and Exchange Commission, and is available upon request and without charge by writing to Merrill Lynch Large Cap Growth Fund of Merrill Lynch Large Cap Series Funds, Inc., P.O. Box 9011, Princeton, New Jersey 08543-9011, or by calling (800) 995-6526.

        Capitalized terms used in this SAI and not otherwise defined herein have the meanings given them in the Combined Prospectus/Proxy Statement.

TABLE OF CONTENTS

ADDITIONAL INFORMATION ABOUT
THE ML FUND AND THE BLACKROCK FUND

         For the ML Fund: Incorporates by reference the Statement of Additional Information for the ML Fund dated February 24, 2006, as supplemented, included in the Registration Statement on Form N-1A of ML Large Cap Series, as filed with the Securities and Exchange Commission.

         The ML Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in a portfolio, the Master Large Cap Growth Portfolio (the “Master Portfolio”), of Master Large Cap Series Trust (the “Master Trust”), that has the same investment objective and strategies as the ML Fund. Investment management arrangements are at the Master Trust level. In the Reorganization, the assets acquired by the ML Fund from the BlackRock Fund will be contributed to the Master Portfolio in exchange for interests in the Master Portfolio.

         For the BlackRock Fund: Incorporates by reference the Statement of Additional Information for the BlackRock Fund dated January 31, 2006, as supplemented, included in the Registration Statement on Form N-1A of BlackRock Funds, as filed with the Securities and Exchange Commission.

FINANCIAL STATEMENTS

        Pro forma financial statements reflecting consummation of the Reorganization have not been prepared since, as of April 30, 2006, the net assets of the BlackRock Fund did not exceed 10% of the net assets of the ML Fund.

        This SAI incorporates by reference (i) the Annual Report of the ML Fund for the year ended October 31, 2005, including the financial statements of Master Large Cap Growth Portfolio, a series of Master Large Cap Series Trust, and (ii) the Annual Report of the BlackRock Fund for the year ended September 30, 2005. Each of these reports contains historical financial information regarding the Funds and have been filed with the Securities and Exchange Commission. The financial statements therein, and, in the case of the Annual Reports, the reports of the independent registered public accounting firm therein, are incorporated herein by reference.

PART C

OTHER INFORMATION

Item 15. Indemnification

        Reference is made to Article V of the Registrant’s Articles of Incorporation, Article VI of the Registrant’s By-Laws, Section 2-418 of the Maryland General Corporation Law and Section 9 of the Distribution Agreement.

        Insofar as the conditional advancing of indemnification moneys for actions based on the Investment Company Act of 1940, as amended (the “1940 Act”) may be concerned, Article VI of the Registrant’s By-Laws provides that such payments will be made only on the following conditions: (i) advances may be made only on receipt of a written affirmation of such person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any such advance if it is ultimately determined that the standard of conduct has not been met; and (ii) (a) such promise must be secured by a security for the undertaking in form and amount acceptable to the Registrant, (b) the Registrant is insured against losses arising by receipt by the advance, or (c) a majority of a quorum of the Registrant’s disinterested non-party Directors, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that at the time the advance is proposed to be made, there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification.

        In Section 9 of the Distribution Agreement relating to the securities being offered hereby, the Registrant agrees to indemnify the Distributor and each person, if any, who controls the Distributor within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), against certain types of civil liabilities arising in connection with the Registration Statement or Prospectus and Statement of Additional Information.

        Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to Directors, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person or the principal underwriter in connection with the shares being registered, the 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 1933 Act and will be governed by the final adjudication of such issue.