BlackRock 20/80 Target Allocation Fund, Investor A (BACPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05742 and 811-07885

Name of Fund: BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: Anne F. Ackerley, Chief Executive Officer, BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC, 40 East 52^nd Street, New York, NY 10022.

Registrant’s telephone number, including area code: (800) 441-7762

Date of fiscal year end: 12/31/2009

Date of reporting period: 06/30/2009

Item 1 – Report to Stockholders

EQUITIES  FIXED INCOME  REAL ESTATE  LIQUIDITY  ALTERNATIVES  BLACKROCK SOLUTIONS
BlackRock Index Equity Portfolio OF BLACKROCK FUNDSSM SEMI-ANNUAL REPORT JUNE 30, 2009 | (UNAUDITED)

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

Table of Contents

	Page
Dear Shareholder	3
Semi-Annual Report:
Portfolio Summary	4
About Portfolio Performance	6
Disclosure of Expenses	6
Portfolio Financial Statements:
Statement of Assets and Liabilities	7
Statement of Operations	8
Statements of Changes in Net Assets	9
Portfolio Financial Highlights	10
Portfolio Notes to Financial Statements	15
Series Portfolio Information	19
Derivative Instruments	19
Series Financial Statements:
Summary Schedule of Investments	20
Statement of Assets and Liabilities	24
Statement of Operations	25
Statements of Changes in Net Assets	26
Series Financial Highlights	27
Series Notes to Financial Statements	28
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement	31
Officers and Trustees/Directors	35
Additional Information	36
Mutual Fund Family	38

2 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Dear Shareholder

The past 12 months reveal two distinct market backdrops — one of investor pessimism and decided weakness, and another of optimism and nascent signs of recovery. The first half of the year was characterized by the former, as the global financial crisis erupted into the worst recession in decades. Daily headlines recounted universal macroeconomic deterioration, financial sector casualties, volatile swings in global equity markets, and unprecedented government intervention that included widespread (and globally coordinated) monetary and quantitative easing by central banks and large-scale fiscal stimuli. Sentiment improved noticeably in March, however, on the back of new program announcements by the Treasury and Federal Reserve, as well as generally stronger-than-expected economic data in a few key areas, including retail sales, business and consumer confidence, manufacturing and housing.

In this environment, US equities contended with extraordinary volatility, posting steep declines early, and then recouping those losses — and more — between March and May. Investor enthusiasm eased off in the final month of the period, mostly as a result of profit taking and portfolio rebalancing, as opposed to a change in the economic outlook. Through June 30, stocks did quite well on a year-to-date basis, with nearly all major indices crossing into positive territory. The experience in international markets was similar to that in the United States, though performance was generally more extreme both on the decline and on the upturn. Notably, emerging markets, which lagged most developed regions through the downturn, reassumed leadership in 2009 as these areas of the globe have generally seen a stronger acceleration in economic recovery.

In fixed income markets, while a flight to quality remained a prevalent theme, relatively attractive yields and distressed valuations, alongside a more favorable macro environment, eventually captured investor attention, leading to a sharp recovery in non-Treasury assets. A notable example from the opposite end of the credit spectrum was the high yield sector, which has firmly outpaced all other taxable asset classes since the start of 2009. At the same time, the municipal bond market enjoyed a strong return after the exceptional market volatility of 2008, buoyed by a combination of attractive valuations, robust retail investor demand and a slowdown in forced selling. Direct aid to state and local governments via the American Recovery and Reinvestment Act of 2009 has also lent support.

All told, results for the major benchmark indexes reflected a bifurcated market.

Total Returns as of June 30, 2009	6-month		12-month
US equities (S&P 500 Index)	3.16	%	(26.21	)%
Small cap US equities (Russell 2000 Index)	2.64		(25.01	)
International equities (MSCI Europe, Australasia, Far East Index)	7.95		(31.35	)
US Treasury securities (Merrill Lynch 10-Year US Treasury Index)	(8.74	)	7.41
Taxable fixed income (Barclays Capital US Aggregate Bond Index)	1.90		6.05
Tax-exempt fixed income (Barclays Capital Municipal Bond Index)	6.43		3.77
High yield bonds (Barclays Capital US Corporate High Yield 2% Issuer Capped Index)	30.92		(1.91	)

Past performance is no guarantee of future results. Index performance shown for illustrative purposes only. You cannot invest directly in an index.

The market environment has clearly improved since the beginning of the year, but a great deal of uncertainty and risk remain. Through periods of market turbulence, as ever, BlackRock’s full resources are dedicated to the management of our clients’ assets. For additional insight and timely “food for thought,” we invite you to visit our award-winning Shareholder^® magazine, now available exclusively online at www.blackrock.com/shareholdermagazine. We thank you for entrusting BlackRock with your investments, and we look forward to continuing to serve you in the months and years ahead.

Sincerely,

Rob Kapito
President, BlackRock Advisors, LLC

Announcement to Shareholders

On June 16, 2009, BlackRock, Inc. announced that it received written notice from Barclays PLC (“Barclays”) in which Barclays’ Board of Directors had accepted BlackRock’s offer to acquire Barclays Global Investors (“BGI”). At a special meeting held on August 6, 2009, BlackRock’s proposed purchase of BGI was approved by an overwhelming majority of Barclays’ voting shareholders, an important step toward closing the transaction. The combination of BlackRock and BGI will bring together market leaders in active and index strategies to create the preeminent asset management firm. The transaction is scheduled to be completed in the fourth quarter of 2009, subject to important fund shareholder and regulatory approvals.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Portfolio Summary as of June 30, 2009

Portfolio Management Commentary

	How did the Portfolio perform?
•	For the six months ended June 30, 2009,the Portfolio generated returns, through its investment in Master S&P 500 Index Series (the “Series”), of 3.09% for Institutional Shares, relatively in line with the benchmark Standard & Poor’s (S&P) 500 Index, which returned 3.16%. The Portfolio’s Service, Investor A, Investor B and Investor C Shares trailed the benchmark, posting returns of 3.00%, 2.98%, 2.56% and 2.55%, respectively. The S&P 500 is a market-weighted index composed of 500 common stocks issued by large-capitalization companies in a wide range of businesses. The stocks included in the index collectively represent a substantial portion of all common stocks publicly traded in the United States.
•	Returns for the Portfolio’s respective share classes differ from the bench-mark in part due to individual share class expenses.
	Describe the market environment.
•	The first six months of 2009 were marked by a notable shift in investor sentiment. Early in the year, investors wondered if the United States was in the midst of a depression, if the financial system as a whole was about to collapse and if the entire US banking system would have to be nationalized. By June 30, most observers were wondering what the economic recovery will look like, how fast and widespread it might be and where attractive opportunities could lie.
•	To recap, the six months saw stocks sink deeply in January and February as economic data continued to worsen and investors grew uncertain as to policymakers’ next steps in combating the credit crisis. Sentiment improved noticeably in March on the back of new program announcements by the US Treasury Department and the Federal Reserve (the “Fed”), as well as better-than-expected economic data, particularly in retail sales, consumer confidence and select areas of the housing market. Coincident with signs of improving economic conditions, we also saw a significant rise in oil prices. Prices nearly doubled over the course of May and into early June, as oil approached the $70-per-barrel mark.
•	After a dismal first quarter, stocks came back strongly in the second three months, posting positive quarterly results for the first time in well over a year. From their low point on March 6, most markets around the world were up roughly 40% or more by the close of the period. In the United States, the Dow Jones Industrial Average ended the quarter at 8,447, representing a gain of 11.95%. On a year-to-date basis through June 30, however, the Dow was still down 2.01%. The S&P 500 Index managed to record a 15.93% gain for the second quarter, which pushed it into positive territory for the year, up 3.16%. The Nasdaq Composite performed even better, climbing 20.33% to end the quarter at 1,835, representing a 16.98% return year-to-date through June 30.
•	For its part, the Fed maintained the target range for the federal funds rate at 0% to 0.25% throughout the period, and reiterated its expectation that the key short-term rate will remain at exceptionally low levels for an extended period. The Fed’s statement following its most recent policy meeting in late June contained few changes, but did include a slightly more optimistic economic outlook, less angst about deflation risk and no change in current balance sheet policies. However, the central bank commented that it “is monitoring the size and composition of its balance sheet and will make adjustments to its credit and liquidity programs as warranted.”
•	In this environment, four of the 10 sectors within the S&P 500 Index recorded positive returns for the six months. Cyclical stocks led the way, with increases in information technology 24.86%, materials 13.89% and consumer discretionary 8.58% emerging as the best performers. Health care also posted a slight gain of 0.17%. Of the remaining sectors, industrials (5.93)%, telecommunication services (3.96)% and financials (3.41)% were the most notable laggards.
	Describe recent portfolio activity.
•	Throughout the six-month period, as changes were made to the composition of the S&P 500 Index, the Portfolio purchased and sold securities to maintain its objective of replicating the risks and return of the benchmark.
	Describe portfolio positioning at period end.
•	In keeping with its investment objective, the Series remains positioned to match the risk characteristics of its benchmark, irrespective of the market’s future direction.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

4 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Total Return Based on a $10,000 Investment

1	Assuming maximum sales charge, transaction costs and other operating expenses, including advisory fees and administration fees, if any. Institutional Shares do not have a sales charge.
2	The Portfolio currently invests all of its assets in the Series of Quantitative Master Series LLC. The Series’ investments are allocated among common stocks in approximately the same weightings as the S&P 500 Index.
3	This unmanaged Index covers 500 industrial, utility, transportation and financial companies of the U.S. markets (mostly New York Stock Exchange (the “NYSE”) issues) representing about 75% of NYSE market capitalization and 30% of NYSE issues.

Performance Summary for the Period Ended June 30, 2009

			Average Annual Total Returns4
			1 Year				5 Years				10 Years
	6-Month Total Returns		w/o sales charge		w/sales charge		w/o sales charge		w/sales charge		w/o sales charge		w/sales charge
Institutional	3.09	%	(26.28	)%	N/A		(2.32	)%	N/A		(2.35	)%	N/A
Service	3.00		(26.42	)	N/A		(2.55	)	N/A		(2.67	)	N/A
Investor A	2.98		(26.44	)	(28.65	)%	(2.58	)	(3.17	)%	(2.76	)	(3.06	)%
Investor B	2.56		(27.00	)	(30.24	)	(3.35	)	(3.72	)	(3.35	)	(3.35	)
Investor C	2.55		(27.02	)	(27.74	)	(3.35	)	(3.35	)	(3.51	)	(3.51	)
S&P 500 Index	3.16		(26.21	)	N/A		(2.24	)	N/A		(2.22	)	N/A

4	Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Portfolio Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees.
	N/A — Not applicable as share class and index do not have a sales charge. Past performance is not indicative of future results.

Expense Example

	Actual						Hypothetical6
	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Expenses Paid During the Period5		Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Expenses Paid During the Period5
Institutional		$1,000		$1,030.90		$0.91		$1,000		$1,023.91		$0.90
Service		$1,000		$1,030.00		$2.01		$1,000		$1,022.82		$2.01
Investor A		$1,000		$1,029.80		$2.26		$1,000		$1,022.57		$2.26
Investor B		$1,000		$1,025.60		$6.23		$1,000		$1,018.65		$6.21
Investor C		$1,000		$1,025.50		$6.23		$1,000		$1,018.65		$6.21

5

For each class of the Portfolio, expenses are equal to the annualized expense ratio for the class (0.18% for Institutional, 0.40% for Service, 0.45% for Investor A, 1.24% for Investor B and 1.24% for Investor C), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period shown). Because the Portfolio is a feeder fund, the expense table example reflects the expenses of both the feeder fund and the master fund in which it invests.

6

Hypothetical 5% annual return before expenses is calculated by pro-rating the number of days in the most recent fiscal period divided by 365. See “Disclosure of Expenses” on page 6 for further information on how expenses were calculated.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 5

About Portfolio Performance

• Institutional Shares are not subject to any sales charge. Institutional Shares bear no ongoing distribution or service fees and are available only to eligible investors.

• Service Shares are not subject to any sales charge. Service Shares are subject to a service fee of 0.15% per year (but no distribution fee) and are available only to eligible investors.

• Investor A Shares incur a maximum initial sales charge (front-end load) of 3% and a service fee of 0.15% per year (but no distribution fee).

• Investor B Shares are subject to a maximum contingent deferred sales charge of 4.50%, declining to 0% after six years. In addition, Investor B Shares are subject to a distribution fee of 0.75% per year and a service fee of 0.15% per year. These shares automatically convert to Investor A Shares after approximately eight years. (There is no initial sales charge for automatic share conversions.) All returns for periods greater than eight years reflect this conversion.

• Investor C Shares are subject to a distribution fee of 0.75% per year and a service fee of 0.15% per year. In addition, these shares are subject to a 1% contingent deferred sales charge if redeemed within one year of purchase.

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month-end. The Portfolio may charge a 2% redemption fee for sales or exchanges of shares within 30 days of purchase or exchange. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance data does not reflect this potential fee. Figures shown in the performance table on the previous page assume reinvestment of all dividends and capital gain distributions, if any, at net asset value on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders. The Portfolio’s administrator waived a portion of its fee. Without such waiver, the Portfolio’s returns would have been lower.

Disclosure of Expenses

Shareholders of this Portfolio may incur the following charges: (a) expenses related to transactions, including sales charges, redemption fees and exchange fees; and (b) operating expenses, including administration fees, distribution fees including 12b-1 fees, and other Portfolio expenses. The expense example on the previous page (which is based on a hypothetical investment of $1,000 invested on January 1, 2009 and held through June 30, 2009) is intended to assist shareholders both in calculating expenses based on an investment in the Portfolio and in comparing these expenses with similar costs of investing in other mutual funds.

The table provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the headings entitled “Expenses Paid During the Period.”

The table also provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in this Portfolio and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in other funds’ shareholder reports.

The expenses shown in the table are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as sales charges, redemption fees or exchange fees. Therefore, the hypothetical example is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.

6 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Statement of Assets and Liabilities BlackRock Index Equity Portfolio

June 30, 2009 (Unaudited)
Assets
Investment at value — Master S&P 500 Index Series (the “Series”) (cost — $821,448,180)	$	524,605,958
Withdrawals receivable from the Series		7,434,552
Capital shares sold receivable		252,734
Prepaid expenses		48,939
Total assets		532,342,183
Liabilities
Capital shares redeemed payable		7,687,286
Service and distribution fees payable		77,393
Administration fees payable		28,997
Other affiliates payable		22,975
Officer’s and Directors’ fees payable		51
Other accrued expenses payable		140,453
Total liabilities		7,957,155
Net Assets	$	524,385,028
Net Assets Consist of
Paid-in capital	$	488,999,916
Undistributed net investment income		2,692,422
Accumulated net realized gain allocated from the Series		329,534,912
Net unrealized appreciation/depreciation allocated from the Series		(296,842,222	)
Net Assets	$	524,385,028
Net Asset Value
Institutional — Based on net assets of $286,195,611 and 16,149,084 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	17.72
Service — Based on net assets of $18,309,974 and 1,040,379 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	17.60
Investor A — Based on net assets of $136,398,314 and 7,758,101 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	17.58
Investor B — Based on net assets of $12,054,547 and 696,054 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	17.32
Investor C — Based on net assets of $71,426,582 and 4,139,891 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	17.25

See Notes to Financial Statements.
	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	7

Statement of Operations BlackRock Index Equity Portfolio

Six Months Ended June 30, 2009 (Unaudited)
Investment Income
Net investment income allocated from the Series:
Dividends	$	6,402,028
Foreign tax withheld		(2,744	)
Securities lending — affiliated		111,290
Income — affiliated		37,225
Expenses		(103,651	)
Total income		6,444,148
Expenses
Administration		185,080
Administration — class specific		61,934
Service — Service		12,618
Service — Investor A		99,920
Service and distribution — Investor B		60,215
Service and distribution — Investor C		304,829
Transfer agent — Institutional		61,110
Transfer agent — Service		4,529
Transfer agent — Investor A		75,146
Transfer agent — Investor B		25,530
Transfer agent — Investor C		71,296
Printing		50,835
Professional		43,873
Registration		23,283
Officer and Directors		84
Miscellaneous		7,765
Total expenses		1,088,047
Less transfer agent fees reimbursed		(70,804	)
Less fees waived by administrator — class specific		(43,178	)
Less fees waived by administrator		(687	)
Total expenses after fees waived		973,378
Net investment income		5,470,770
Realized and Unrealized Gain (Loss) Allocated from the Series
Net realized gain from investments and financial futures contracts		22,472,092
Net change in unrealized appreciation/depreciation on investments and futures		(13,904,473	)
Total realized and unrealized gain		8,567,619
Net Increase in Net Assets Resulting from Operations	$	14,038,389

See Notes to Financial Statements.
8	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Statements of Changes in Net Assets BlackRock Index Equity Portfolio

Increase (Decrease) in Net Assets:	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008
Operations
Net investment income	$	5,470,770		$	14,826,039
Net realized gain (loss)		22,472,092			(98,858,152	)
Net change in unrealized appreciation/depreciation		(13,904,473	)		(257,491,447	)
Net increase (decrease) in net assets resulting from operations		14,038,389			(341,523,560	)
Dividends to Shareholders From
Net investment income:
Institutional		(2,022,341	)		(8,758,078	)
Service		(122,960	)		(442,076	)
Investor A		(925,244	)		(4,298,649	)
Investor B		(62,374	)		(324,602	)
Investor C		(351,313	)		(1,405,399	)
Decrease in net assets resulting from dividends to shareholders		(3,484,232	)		(15,228,804	)
Capital Share Transactions
Net decrease in net assets derived from capital share transactions		(25,064,705	)		(69,798,863	)
Net Assets
Total decrease in net assets		(14,510,548	)		(426,551,227	)
Beginning of period		538,895,576			965,446,803
End of period	$	524,385,028		$	538,895,576
End of period undistributed net investment income	$	2,692,422		$	705,884

See Notes to Financial Statements.
	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	9

Financial Highlights BlackRock Index Equity Portfolio

	Institutional
	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008			Period October 1, 2007 to December 31, 2007
										Year Ended September 30,
										2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	17.32		$	28.22		$	29.58		$	25.70		$	23.63		$	21.49		$	19.19
Net investment income1		0.20			0.51			0.14			0.52			0.44			0.45			0.34
Net realized and unrealized gain (loss)		0.32			(10.88	)		(1.11	)		3.64	2		2.08	2		2.15	2		2.29	2
Net increase (decrease) from investment operations		0.52			(10.37	)		(0.97	)		4.16			2.52			2.60			2.63
Dividends from net investment income		(0.12	)		(0.53	)		(0.39	)		(0.28	)		(0.45	)		(0.46	)		(0.33	)
Net asset value, end of period	$	17.72		$	17.32		$	28.22		$	29.58		$	25.70		$	23.63		$	21.49
Total Investment Return3
Based on net asset value		3.09	%4		(37.06	)%		(3.28	)%4		16.27	%		10.75	%		12.17	%		13.71	%
Ratios to Average Net Assets5
Total expenses		0.24	%6		0.19	%		0.16	%6		0.18	%		0.26	%		0.37	%		0.36	%
Total expenses after fees waived		0.18	%6		0.18	%		0.15	%6		0.17	%		0.18	%		0.18	%		0.18	%
Net investment income		2.46	%6		2.18	%		1.89	%6		1.89	%		1.81	%		1.95	%		1.56	%
Supplemental Data
Net assets, end of period (000)	$	286,196		$	282,940		$	464,166		$	491,201		$	474,801		$	595,050		$	546,947
Portfolio turnover from the Series		4	%		8	%		4	%		1	%7		4	%8		7	%8		2	%8

1	Based on average shares outstanding.
2	Includes a redemption fee, which is less than $0.01 per share.
3	Total investment returns exclude the effects of any sales charges.
4	Aggregate total investment return.
5	Includes the Portfolio’s share of the Series’ (for the period June 4, 2007 to September 30, 2007) and The U.S. Large Company Series (the “Master”) (for the years ended 2004 – 2006 and the period October 1, 2006 to June 3, 2007) allocated expenses and/or net investment income.
6	Annualized.
7	Represents the portfolio turnover of the Series for the period June 4, 2007 to September 30, 2007.
8	Represents the portfolio turnover of the Master for the periods December 1, 2005 to September 30, 2006, December 1, 2004 to September 30, 2005 and December 1, 2003 to September 30, 2004, respectively.

See Notes to Financial Statements.
10	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Financial Highlights (continued) BlackRock Index Equity Portfolio

	Service
	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008			Period October 1, 2007 to December 31, 2007
										Year Ended September 30,
										2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	17.21		$	28.04		$	29.37		$	25.53		$	23.48		$	21.35		$	19.08
Net investment income1		0.18			0.46			0.14			0.46			0.37			0.37			0.25
Net realized and unrealized gain (loss)		0.33			(10.81	)		(1.11	)		3.64	2		2.06	2		2.13	2		2.27	2
Net increase (decrease) from investment operations		0.51			(10.35	)		(0.97	)		4.10			2.43			2.50			2.52
Dividends from net investment income		(0.12	)		(0.48	)		(0.36	)		(0.26	)		(0.38	)		(0.37	)		(0.25	)
Net asset value, end of period	$	17.60		$	17.21		$	28.04		$	29.37		$	25.53		$	23.48		$	21.35
Total Investment Return
Based on net asset value		3.00	%3		(37.20	)%		(3.28	)%3		16.12	%		10.42	%		11.78	%		13.20	%
Ratios to Average Net Assets4
Total expenses		0.40	%5		0.40	%		0.17	%5		0.34	%		0.49	%		0.60	%		0.67	%
Total expenses after fees waived		0.40	%5		0.40	%		0.16	%5		0.33	%		0.46	%		0.55	%		0.56	%
Net investment income		2.25	%5		1.98	%		1.84	%5		1.70	%		1.53	%		1.62	%		1.17	%
Supplemental Data
Net assets, end of period (000)	$	18,310		$	17,256		$	26,177		$	35,719		$	44,765		$	68,637		$	74,641
Portfolio turnover from the Series		4	%		8	%		4	%		1	%6		4	%7		7	%7		2	%7

1	Based on average shares outstanding.
2	Includes a redemption fee, which is less than $0.01 per share.
3	Aggregate total investment return.
4	Includes the Portfolio’s share of the Series’ (for the period June 4, 2007 to September 30, 2007) and The U.S. Large Company Series (the “Master”) (for the years ended 2004 – 2006 and the period October 1, 2006 to June 3, 2007) allocated expenses and/or net investment income.
5	Annualized.
6	Represents the portfolio turnover of the Series for the period June 4, 2007 to September 30, 2007.
7	Represents the portfolio turnover of the Master for the periods December 1, 2005 to September 30, 2006, December 1, 2004 to September 30, 2005 and December 1, 2003 to September 30, 2004, respectively.

See Notes to Financial Statements.
BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	11

Financial Highlights (continued) BlackRock Index Equity Portfolio

	Investor A
	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008			Period October 1, 2007 to December 31, 2007
										Year Ended September 30,
										2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	17.19		$	28.01		$	29.34		$	25.52		$	23.46		$	21.34		$	19.07
Net investment income1		0.18			0.46			0.12			0.47			0.38			0.36			0.22
Net realized and unrealized gain (loss)		0.32			(10.80	)		(1.10	)		3.60	2		2.07	2		2.13	2		2.28	2
Net increase (decrease) from investment operations		0.50			(10.34	)		(0.98	)		4.07			2.45			2.49			2.50
Dividends from net investment income		(0.11	)		(0.48	)		(0.35	)		(0.25	)		(0.39	)		(0.37	)		(0.23	)
Net asset value, end of period	$	17.58		$	17.19		$	28.01		$	29.34		$	25.52		$	23.46		$	21.34
Total Investment Return3																		��
Based on net asset value		2.98	%4		(37.21	)%		(3.34	)%4		16.01	%		10.52	%		11.75	%		13.10	%
Ratios to Average Net Assets5
Total expenses		0.46	%6		0.39	%		0.37	%6		0.37	%		0.54	%		0.70	%		0.84	%
Total expenses after fees waived		0.45	%6		0.39	%		0.36	%6		0.37	%		0.42	%		0.55	%		0.70	%
Net investment income		2.19	%6		1.95	%		1.68	%6		1.69	%		1.57	%		1.59	%		1.04	%
Supplemental Data
Net assets, end of period (000)	$	136,398		$	145,886		$	272,771		$	284,761		$	287,288		$	296,266		$	312,606
Portfolio turnover from the Series		4	%		8	%		4	%		1	%7		4	%8		7	%8		2	%8

1	Based on average shares outstanding.
2	Includes a redemption fee, which is less than $0.01 per share.
3	Total investment returns exclude the effects of sales charges.
4	Aggregate total investment return.
5	Includes the Portfolio’s share of the Series’ (for the period June 4, 2007 to September 30, 2007) and The U.S. Large Company Series (the “Master”) (for the years ended 2004 – 2006 and the period October 1, 2006 to June 3, 2007) allocated expenses and/or net investment income.
6	Annualized.
7	Represents the portfolio turnover of the Series for the period June 4, 2007 to September 30, 2007.
8	Represents the portfolio turnover of the Master for the periods December 1, 2005 to September 30, 2006, December 1, 2004 to September 30, 2005 and December 1, 2003 to September 30, 2004, respectively.

See Notes to Financial Statements.
12	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Financial Highlights (continued) BlackRock Index Equity Portfolio

	Investor B
	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008			Period October 1, 2007 to December 31, 2007
										Year Ended September 30,
										2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	16.97		$	27.60		$	28.75		$	25.09		$	23.06		$	20.98		$	18.75
Net investment income1		0.11			0.26			0.06			0.24			0.18			0.19			0.06
Net realized and unrealized gain (loss)		0.32			(10.62	)		(1.08	)		3.55	2		2.03	2		2.09	2		2.24	2
Net increase (decrease) from investment operations		0.43			(10.36	)		(1.02	)		3.79			2.21			2.28			2.30
Dividends from net investment income		(0.08	)		(0.27	)		(0.13	)		(0.13	)		(0.18	)		(0.20	)		(0.07	)
Net asset value, end of period	$	17.32		$	16.97		$	27.60		$	28.75		$	25.09		$	23.06		$	20.98
Total Investment Return3
Based on net asset value		2.56	%4		(37.71	)%		(3.55	)%4		15.13	%		9.62	%		10.89	%		12.25	%
Ratios to Average Net Assets5
Total expenses		1.47	%6		1.28	%		1.24	%6		1.21	%		1.34	%		1.35	%		1.50	%
Total expenses after fees waived		1.24	%6		1.22	%		1.17	%6		1.19	%		1.23	%		1.31	%		1.46	%
Net investment income		1.43	%6		1.09	%		0.86	%6		0.88	%		0.76	%		0.86	%		0.28	%
Supplemental Data
Net assets, end of period (000)	$	12,055		$	17,226		$	48,002		$	56,503		$	91,683		$	136,878		$	177,754
Portfolio turnover from the Series		4	%		8	%		4	%		1	%7		4	%8		7	%8		2	%8

1	Based on average shares outstanding.
2	Includes a redemption fee, which is less than $0.01 per share.
3	Total investment returns exclude the effects of sales charges.
4	Aggregate total investment return.
5	Includes the Portfolio’s share of the Series’ (for the period June 4, 2007 to September 30, 2007) and The U.S. Large Company Series (the “Master”) (for the years ended 2004 – 2006 and the period October 1, 2006 to June 3, 2007) allocated expenses and/or net investment income.
6	Annualized.
7	Represents the portfolio turnover of the Series for the period June 4, 2007 to September 30, 2007.
8	Represents the portfolio turnover of the Master for the periods December 1, 2005 to September 30, 2006, December 1, 2004 to September 30, 2005 and December 1, 2003 to September 30, 2004, respectively.

See Notes to Financial Statements.
BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	13

Financial Highlights (concluded) BlackRock Index Equity Portfolio

	Investor C
	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008			Period October 1, 2007 to December 31, 2007
										Year Ended September 30,
										2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of period	$	16.91		$	27.52		$	28.71		$	25.07		$	23.05		$	20.97		$	18.74
Net investment income1		0.11			0.27			0.06			0.24			0.18			0.19			0.06
Net realized and unrealized gain (loss)		0.31			(10.59	)		(1.08	)		3.55	2		2.03	2		2.09	2		2.24	2
Net increase (decrease) from investment operations		0.42			(10.32	)		(1.02	)		3.79			2.21			2.28			2.30
Dividends from net investment income		(0.08	)		(0.29	)		(0.17	)		(0.15	)		(0.19	)		(0.20	)		(0.07	)
Net asset value, end of period	$	17.25		$	16.91		$	27.52		$	28.71		$	25.07		$	23.05		$	20.97
Total Investment Return3
Based on net asset value		2.55	%4		(37.69	)%		(3.56	)%4		15.13	%		9.61	%		10.90	%		12.26	%
Ratios to Average Net Assets5
Total expenses		1.30	%6		1.20	%		1.17	%6		1.17	%		1.27	%		1.35	%		1.50	%
Total expenses after fees waived		1.24	%6		1.19	%		1.17	%6		1.17	%		1.23	%		1.31	%		1.46	%
Net investment income		1.41	%6		1.14	%		0.87	%6		0.89	%		0.76	%		0.86	%		0.28	%
Supplemental Data
Net assets, end of period (000)	$	71,427		$	75,588		$	154,330		$	165,075		$	179,134		$	228,276		$	279,130
Portfolio turnover from the Series		4	%		8	%		4	%		1	%7		4	%8		7	%8		2	%8

1	Based on average shares outstanding.
2	Includes a redemption fee, which is less than $0.01 per share.
3	Total investment returns exclude the effects of sales charges.
4	Aggregate total investment return.
5	Includes the Portfolio’s share of the Series’ (for the period June 4, 2007 to September 30, 2007) and The U.S. Large Company Series (the “Master”) (for the years ended 2004 – 2006 and the period October 1, 2006 to June 3, 2007) allocated expenses and/or net investment income.
6	Annualized.
7	Represents the portfolio turnover of the Series for the period June 4, 2007 to September 30, 2007.
8	Represents the portfolio turnover of the Master for the periods December 1, 2005 to September 30, 2006, December 1, 2004 to September 30, 2005 and December 1, 2003 to September 30, 2004, respectively.

See Notes to Financial Statements.
14	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Notes to Financial Statements (Unaudited) BlackRock Index Equity Portfolio

1. Organization and Significant Accounting Policies:

BlackRock Index Equity Portfolio (the “Portfolio”), a part of BlackRock Funds^SM (the “Fund”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open management investment company. The Fund is organized as a Massachusetts business trust. The Portfolio seeks to achieve its investment objective by investing all of its assets in Master S&P 500 Index Series (the “Series”) of Quantitative Master Series LLC. The value of the Portfolio’s investment in the Series reflects the Portfolio’s proportionate interest in the net assets of the Series. The performance of the Portfolio is directly affected by the performance of the Series. The financial statements of the Series, including the Summary Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Portfolio’s financial statements. The Portfolio’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. Actual results may differ from these estimates. The Boards of Trustees and the Boards of Directors of the Fund and Series, respectively, are referred to throughout this report as the “Board of Directors” or the “Board.” The percentage of the Series owned by the Portfolio at June 30, 2009 was 26.8%. The Portfolio offers multiple classes of shares. Institutional and Service Shares are sold without a sales charge and only to certain eligible investors. Investor A Shares are generally sold with a front-end sales charge. Investor B and Investor C Shares may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Investor A, Investor B, Investor C and Service Shares bear certain expenses related to the shareholder servicing of such shares, and Investor B and Investor C Shares also bear certain expenses related to the distribution of such shares. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor B shareholders may vote on material changes to the Investor A distribution plan).

The following is a summary of significant accounting policies followed by the Portfolio:

Valuation of Investments: The Portfolio records its investment in the Series at fair value. Valuation of securities held by the Series is discussed in Note 1 of the Series’ Notes to Financial Statements, which are included elsewhere in this report.

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various updates are used in determining the fair value of investments, which are as follows:

• Level 1 — price quotations in active markets/exchanges for identical securities

• Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)

• Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Portfolio’s own assumptions used in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the inputs used as of June 30, 2009 in determining the fair valuation of the Portfolio’s investment:

Valuation Inputs	Investment in the Series
	Assets
Level 1		—
Level 2	$	524,605,958
Level 3		—
Total	$	524,605,958

Investment Transactions and Net Investment Income: Investment transactions in the Series are accounted for on a trade date basis. The Portfolio records daily its proportionate share of the Series’ income, expenses and realized and unrealized gains and losses. In addition, the Portfolio accrues its own expenses. Income and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Dividends and Distributions to Shareholders: Dividends and distributions paid by the Portfolio are recorded on the ex-dividend dates.

Income Taxes: It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.

The Portfolio files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Portfolio’s US federal tax returns remains open for each of the four years ended December 31, 2008. The statutes of limitations on the Portfolio’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Recent Accounting Pronouncement: In June 2009, Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“FAS 166”), was issued. FAS 166 is intended to improve the relevance, representational

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 15

Notes to Financial Statements (continued) BlackRock Index Equity Portfolio

faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FAS 166 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. Earlier application is prohibited. The recognition and measurement provisions of FAS 166 must be applied to transfers occurring on or after the effective date. Additionally, the disclosure provisions of FAS 166 should be applied to transfers that occurred both before and after the effective date of FAS 166. The impact of FAS 166 on the Fund’s financial statement disclosures, if any, is currently being assessed.

Other: Expenses directly related to the Portfolio or its classes are charged to that Portfolio or class. Other operating expenses shared by several funds are prorated among those funds on the basis of relative net assets or other appropriate methods. Other expenses of the Portfolio are allocated daily to each class based on its relative net assets.

2. Transactions with Affiliates:

The PNC Financial Services Group, Inc. (“PNC”) and Bank of America Corporation (“BAC”) are the largest stockholders of BlackRock, Inc. (“BlackRock”). Due to the ownership structure, PNC is an affiliate for 1940 Act purposes, but BAC is not.

The Fund, on behalf of the Portfolio, has entered into an Administration Agreement with BlackRock Advisors, LLC and State Street Bank and Trust Company (collectively, the “Administrator”).

The Portfolio pays the Administrator a monthly fee based upon the average daily value of the Portfolio’s net assets at the following annual rates for the performance of administrative services (other than investment advice and related portfolio activities) necessary to the operation of the Portfolio: 0.075% of the Portfolio’s average daily net assets not exceeding $500 million; 0.065% of average daily net assets in excess of $500 million but not exceeding $1 billion; and 0.055% of average daily net assets in excess of $1 billion. In addition, each of the share classes is charged an administration fee based upon the average daily net assets of each respective class at the following rates for the performance of administrative services other than investment advice and related portfolio activities necessary to the operation of the portfolio: 0.025% of the first $500 million, 0.015% of the next $500 million and 0.005% of assets in excess of $1 billion. This amount is shown as administration — class specific in the Statement of Operations. The amounts were as follows:

Institutional	$	33,038
Service	$	2,103
Investor A	$	16,653
Investor B	$	1,673
Investor C	$	8,467

BlackRock has contractually agreed to waive or reimburse fees or expenses until May 1, 2010 in order to limit expenses. This agreement is reviewed annually by the Fund’s Board. The current expense limitation as a percentage of net assets are as follows: 0.18% for Institutional; 0.615% for Service; 0.785% for Investor A, and 1.24% for Investor B and Investor C. These amounts are shown as fees waived by administrator — class specific and transfer agent fees reimbursed, respectively, in the Statement of Operations. These amounts were as follows:

	Fees Waived by Administrator			Transfer Agent Fees Reimbursed
Institutional		$	33,038		$	44,230
Investor B		$	1,673		$	13,941
Investor C		$	8,467		$	12,633

If within two years following a waiver or reimbursement, the operating expenses of a share class that previously received a waiver or reimbursement from BlackRock the operating expenses of a share class are less than the expense limit for that share class, BlackRock is entitled to reimbursement by such share class up to the amount of fees waived or expenses reimbursed under the agreement if: (1) the Portfolio of which the share class is a part has more than $50 million in assets and (2) BlackRock or an affiliate continues to be the Portfolio’s investment advisor. At June 30, 2009, the amounts subject to possible future reimbursement under the expense limitation agreement are as follows:

Expiring January 31, 2010	Expiring January 31, 2011	Expiring January 31, 2012	Expiring January 31, 2013	Total Waivers Subject to Reimbursement
$87,300	$20,683	$56,889	$114,669	$279,541

Waivers of $131,162 previously recognized by the Portfolio, which may have been subject to recoupment, expired on January 31, 2009.

The Portfolio has entered into a Distribution Agreement and Distribution and Service Plans with BlackRock Investments, LLC (“BIL”), which is an affiliate of BlackRock.

Pursuant to the Distribution and Service Plans adopted by the Portfolio in accordance with Rule 12b-1 under the 1940 Act, the Portfolio pays BIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows:

	Service Fee		Distribution Fee
Service	0.15	%		—
Investor A	0.15	%		—
Investor B	0.15	%		0.75	%
Investor C	0.15	%		0.75	%

16 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Notes to Financial Statements (continued) BlackRock Index Equity Portfolio

Pursuant to sub-agreements with BIL, broker-dealers and BIL provide shareholder servicing and/or distribution services to the Portfolio. The ongoing service fee and/or distribution fee compensates BIL and each broker-dealer for providing shareholder servicing and/or distribution-related services to Investor A, Investor B and Investor C shareholders.

For the six months ended June 30, 2009, BIL earned underwriting discounts and direct commissions and its affiliates earned dealer concessions on sales of the Portfolio’s Investor A Shares, which totaled $2,525.

For the six months ended June 30, 2009, affiliates received contingent deferred sales charges of $8,305 and $365 relating to transactions in Investor B and Investor C Shares, respectively.

PNC Global Investment Servicing (U.S.) Inc., an indirect, wholly owned subsidiary of PNC and an affiliate of the Administrator, is the transfer agent and dividend disbursing agent. Each class of the Portfolio bears the costs of transfer agent fees associated with such respective classes. Transfer agency fees borne by each class of the Portfolio are comprised of those fees charged for all shareholder communications including shareholder reports, dividend and distribution notices, and proxy materials for shareholder meetings, as well as per account and per transaction fees related to servicing and maintenance of shareholder accounts, including the issuing, redeeming and transferring of shares of each class of the Portfolio, 12b-1 fee calculation, check writing, anti-money laundering services, and customer identification services.

The Administrator maintains a call center, which is responsible for providing certain shareholder services to the Portfolio, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Portfolio shares. For the six months ended June 30, 2009, the following amounts have been accrued by the Portfolio to reimburse the Administrator for costs incurred running the call center, which are included in transfer agent in the Statement of Operations.

	Call Center Fees
Institutional		$	1,163
Service		$	178
Investor A		$	4,413
Investor B		$	1,392
Investor C		$	3,107

3. Capital Loss Carryforward:

As of December 31, 2008, the Fund had a capital loss carryforward available to offset future realized gains through the indicated expiration dates:

Expires December 31,
2009	$	72,454,352
2010		117,169,455
2012		429,781
2016		77,557,447
Total	$	267,611,035

4. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

	Six Months Ended June 30, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount
Institutional
Shares sold		1,136,678		$	18,432,118			2,231,122		$	50,522,225
Shares issued to shareholders in reinvestment of dividends		26,288			429,268			78,952			1,639,078
Total issued		1,162,966			18,861,386			2,310,074			52,161,303
Shares redeemed		(1,352,697	)		(22,332,005	)		(2,419,748	)		(52,134,015	)
Net increase (decrease)		(189,731	)	$	(3,470,619	)		(109,674	)	$	27,288
Service
Shares sold		238,047		$	3,806,993			302,263		$	6,605,371
Shares issued to shareholders in reinvestment of dividends		6,925			112,321			20,500			424,053
Total issued		244,972			3,919,314			322,763			7,029,424
Shares redeemed		(207,418	)		(3,319,098	)		(253,498	)		(5,747,129	)
Net increase		37,554		$	600,216			69,265		$	1,282,295

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 17

Notes to Financial Statements (concluded) BlackRock Index Equity Portfolio

	Six Months Ended June 30, 2009						Year Ended December 31, 2008
	Shares			Amount			Shares			Amount
Investor A
Shares sold		822,085		$	13,250,623			1,965,768		$	45,279,786
Shares issued to shareholders in reinvestment of dividends		55,427			898,475			200,536			4,200,577
Total issued		877,512			14,149,098			2,166,304			49,480,363
Shares redeemed		(1,604,871	)		(26,134,165	)		(3,417,991	)		(78,114,866	)
Net decrease		(727,359	)	$	(11,985,067	)		(1,251,687	)	$	(28,634,503	)
Investor B
Shares sold		—			—			8,585		$	164,584
Shares issued to shareholders in reinvestment of dividends		2,338		$	37,378			9,051			188,771
Total issued		2,338			37,378			17,636			353,355
Shares redeemed		(321,555	)		(5,129,104	)		(741,617	)		(17,349,748	)
Net decrease		(319,217	)	$	(5,091,726	)		(723,981	)	$	(16,996,393	)
Investor C
Shares sold		8,888		$	142,537			28,619		$	598,306
Shares issued to shareholders in reinvestment of dividends		10,370			165,195			31,849			657,802
Total issued		19,258			307,732			60,468			1,256,108
Shares redeemed		(349,839	)		(5,425,241	)		(1,197,031	)		(26,733,658	)
Net decrease		(330,581	)	$	(5,117,509	)		(1,136,563	)	$	(25,477,550	)

5. Subsequent Events:

The Fund paid an ordinary income dividend on July 24, 2009 to shareholders of record on July 22, 2009 in the following amounts:

	Amount
Institutional	$	0.101626
Service	$	0.093439
Investor A	$	0.089770
Investor B	$	0.049687
Investor C	$	0.056644

Management’s evaluation of the impact of all subsequent events on the Fund’s financial statements was completed through August 25, 2009, the date the financial statements were issued.

18 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Portfolio Information Master S&P 500 Index Series

As of June 30, 2009
Ten Largest Holdings	Percent of Long-Term Investments
Exxon Mobil Corp.		4	%
Microsoft Corp.		2
Johnson & Johnson		2
The Procter & Gamble Co.		2
AT&T Inc.		2
International Business Machines Corp.		2
JPMorgan Chase & Co.		2
Chevron Corp.		2
Apple, Inc.		2
General Electric Co.		2
Sector Allocation	Percent of Long-Term Investments
Information Technology		18	%
Health Care		14
Financials		14
Energy		12
Consumer Staples		12
Industrials		10
Consumer Discretionary		9
Utilities		4
Telecommunication Services		4
Materials		3

For Series compliance purposes, the Series’ sector classifications refer to any one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Series management. This definition may not apply for this report, which may combine sector sub-classifications for reporting ease.

Derivative Instruments

The Series may invest in various derivative instruments, including financial futures contracts and other instruments specified in the Notes to Financial Statements, which constitute forms of economic leverage. Such instruments are used to obtain exposure to a market without owning or taking physical custody of securities or to hedge market and/or interest rate risks. Such derivative instruments involve risks, including the imperfect correlation between the value of a derivative instrument and the underlying asset, possible default of the counterparty to the transaction and illiquidity of the derivative instrument. The Series’ ability to successfully use a derivative instrument depends on the investment advisor’s ability to accurately predict pertinent market movements, which cannot be assured. The use of derivative instruments may result in losses greater than if they had not been used, may require the Series to sell or purchase portfolio securities at inopportune times or for distressed values, may limit the amount of appreciation the Series can realize on an investment or may cause the Series to hold a security that it might otherwise sell. The Series’ investments in these instruments are discussed in detail in the Notes to Financial Statements.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 19

Summary Schedule of Investments June 30, 2009 (Unaudited)	Master S&P 500 Index Series
	(Percentages shown are based on Net Assets)

This summary schedule of investments is presented to help investors focus on the Series’ principal holdings. It includes the Series’ 50 largest holdings and each investment of any issuer that exceeds 1% of the Series’ net assets, and affiliated investments. “Other Securities” represent all issues not required to be disclosed under the rules adopted by the Securities and Exchange Commission (“SEC”). A complete schedule of investments is available without charge, upon request, by calling (800) 441-7762 or on the SEC’s website at http://www.sec.gov.

Industry	Common Stocks	Shares	Value		Percent
Aerospace & Defense	United Technologies Corp.	227,111	$	11,800,688	0.6	%
	Other Securities			42,109,374	2.2
				53,910,062	2.8
Air Freight & Logistics	United Parcel Service, Inc. Class B	240,387		12,016,946	0.6
	Other Securities			8,030,133	0.4
				20,047,079	1.0
Airlines	Other Securities			1,217,928	0.1
Auto Components	Other Securities			3,794,955	0.2
Automobiles	Other Securities			5,560,941	0.3
Beverages	The Coca-Cola Co.	479,983		23,034,384	1.2
	PepsiCo, Inc.	377,224		20,732,231	1.1
	Other Securities			6,853,998	0.3
				50,620,613	2.6
Biotechnology	Amgen, Inc. (a)	244,040		12,919,478	0.7
	Gilead Sciences, Inc. (a)	219,982		10,303,957	0.5
	Other Securities			13,081,664	0.7
				36,305,099	1.9
Building Products	Other Securities			863,225	0.0
Capital Markets	The Bank of New York Mellon Corp.	288,177		8,446,468	0.4
	The Goldman Sachs Group, Inc.	121,373		17,895,235	0.9
	Morgan Stanley	325,833		9,289,499	0.5
	Other Securities			23,272,468	1.2
				58,903,670	3.0
Chemicals	Monsanto Co.	132,372		9,840,534	0.5
	Other Securities			25,275,025	1.3
				35,115,559	1.8
Commercial Banks	The PNC Financial Services Group, Inc. (b)	110,939		4,305,543	0.2
	Wells Fargo & Co.	1,122,547		27,232,990	1.4
	Other Securities			20,323,432	1.1
				51,861,965	2.7
Commercial Services & Supplies	Other Securities			10,655,244	0.5
Communications Equipment	Cisco Systems, Inc. (a)	1,390,504		25,918,995	1.3
	QUALCOMM, Inc.	399,001		18,034,845	0.9
	Other Securities			8,612,519	0.5
				52,566,359	2.7
Computers & Peripherals	Apple, Inc. (a)	215,103		30,637,120	1.6
	Hewlett-Packard Co.	575,311		22,235,770	1.1
	International Business Machines Corp.	318,591		33,267,272	1.7
	Other Securities			19,197,408	1.0
				105,337,570	5.4
Construction & Engineering	Other Securities			4,599,409	0.2
Construction Materials	Other Securities			1,278,863	0.1
Consumer Finance	Other Securities			11,319,659	0.6
Containers & Packaging	Other Securities			4,168,617	0.2
Distributors	Other Securities			1,312,095	0.1
Diversified Consumer Services	Other Securities			3,938,456	0.2

See Notes to Financial Statements.

20 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Summary Schedule of Investments (continued)	Master S&P 500 Index Series
	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares	Value		Percent
Diversified Financial Services	Bank of America Corp. (c)	1,949,752	$	25,736,726	1.3	%
	JPMorgan Chase & Co.	940,547		32,082,058	1.7
	Other Securities			15,640,214	0.8
				73,458,998	3.8
Diversified Telecommunication Services	AT&T Inc.	1,422,991		35,347,096	1.8
	Verizon Communications, Inc.	684,857		21,045,656	1.1
	Other Securities			5,143,216	0.2
				61,535,968	3.1
Electric Utilities	Other Securities			45,284,301	2.3
Electrical Equipment	Other Securities			8,340,482	0.4
Electronic Equipment, Instruments & Components	Other Securities			10,779,818	0.6
Energy Equipment & Services	Schlumberger Ltd.	288,790		15,626,427	0.8
	Other Securities			19,595,784	1.0
				35,222,211	1.8
Food & Staples Retailing	CVS Caremark Corp.	350,952		11,184,840	0.6
	Wal-Mart Stores, Inc.	538,009		26,061,156	1.3
	Other Securities			21,758,165	1.1
				59,004,161	3.0
Food Products	Kraft Foods, Inc.	355,051		8,996,992	0.5
	Other Securities			25,425,478	1.3
				34,422,470	1.8
Gas Utilities	Other Securities			2,816,441	0.1
Health Care Equipment & Supplies	Medtronic, Inc.	269,557		9,404,844	0.5
	Other Securities			30,372,685	1.5
				39,777,529	2.0
Health Care Providers & Services	Other Securities			42,150,250	2.2
Health Care Technology	Other Securities			555,003	0.0
Hotels, Restaurants & Leisure	McDonald’s Corp.	266,001		15,292,397	0.8
	Other Securities			14,763,733	0.7
				30,056,130	1.5
Household Durables	Other Securities			6,926,742	0.4
Household Products	Colgate-Palmolive Co.	120,484		8,523,038	0.4
	The Procter & Gamble Co.	702,694		35,907,663	1.8
	Other Securities			7,118,595	0.4
				51,549,296	2.6
IT Services	Other Securities			20,019,222	1.0
Independent Power Producers & Energy Traders	Other Securities			3,438,132	0.2
Industrial Conglomerates	3M Co.	167,485		10,065,849	0.5
	General Electric Co.	2,553,037		29,921,594	1.6
	Other Securities			570,307	0.0
				40,557,750	2.1
Insurance	Other Securities			45,334,335	2.3
Internet & Catalog Retail	Other Securities			7,248,703	0.4
Internet Software & Services	Google, Inc. Class A (a)	57,889		24,405,424	1.2
	Other Securities			11,375,991	0.6
				35,781,415	1.8
Leisure Equipment & Products	Other Securities			2,323,561	0.1
Life Sciences Tools & Services	Other Securities			8,532,633	0.4

See Notes to Financial Statements.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 21

Summary Schedule of Investments (continued)	Master S&P 500 Index Series
	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares	Value		Percent
Machinery	Other Securities		$	27,493,406	1.4	%
Media	Comcast Corp. Class A	695,566		10,078,751	0.5
	Walt Disney Co.	448,240		10,457,439	0.6
	Other Securities			29,692,717	1.5
				50,228,907	2.6
Metals & Mining	Other Securities			18,119,438	0.9
Multi-Utilities	Other Securities			27,856,645	1.4
Multiline Retail	Other Securities			16,036,519	0.8
Office Electronics	Other Securities			1,346,291	0.1
Oil, Gas & Consumable Fuels	Chevron Corp.	483,329		32,020,546	1.6
	ConocoPhillips	357,405		15,032,454	0.8
	Exxon Mobil Corp. (d)	1,176,427		82,244,012	4.2
	Occidental Petroleum Corp.	195,619		12,873,686	0.7
	Other Securities			63,658,998	3.2
				205,829,696	10.5
Paper & Forest Products	Other Securities			3,794,124	0.2
Personal Products	Other Securities			3,570,062	0.2
Pharmaceuticals	Abbott Laboratories	372,554		17,524,940	0.9
	Bristol-Myers Squibb Co.	477,631		9,700,686	0.5
	Eli Lilly & Co.	244,056		8,454,100	0.4
	Johnson & Johnson	664,337		37,734,342	1.9
	Merck & Co., Inc.	512,025		14,316,219	0.7
	Pfizer, Inc.	1,633,130		24,496,950	1.3
	Schering-Plough Corp.	395,222		9,927,977	0.5
	Wyeth	323,434		14,680,669	0.8
	Other Securities			7,804,336	0.4
				144,640,219	7.4
Professional Services	Other Securities			3,126,239	0.2
Real Estate Investment Trusts (REITs)	Other Securities			18,624,899	1.0
Real Estate Management & Development	Other Securities			467,916	0.0
Road & Rail	Other Securities			18,169,101	0.9
Semiconductors & Semiconductor Equipment	Intel Corp.	1,346,453		22,283,797	1.2
	Other Securities			25,859,678	1.3
				48,143,475	2.5
Software	Microsoft Corp.	1,845,187		43,860,095	2.2
	Oracle Corp.	913,019		19,556,867	1.0
	Other Securities			19,420,242	1.0
				82,837,204	4.2
Specialty Retail	Home Depot, Inc.	409,373		9,673,484	0.5
	Other Securities			27,823,424	1.4
				37,496,908	1.9
Textiles, Apparel & Luxury Goods	Other Securities			8,840,778	0.5
Thrifts & Mortgage Finance	Other Securities			2,940,986	0.1
Tobacco	Philip Morris International, Inc.	472,937		20,629,512	1.1
	Other Securities			12,297,149	0.6
				32,926,661	1.7
Trading Companies & Distributors	Other Securities			2,290,330	0.1
Wireless Telecommunication Services	Other Securities			7,169,497	0.4
	Total Long-Term Investments (Cost — $2,211,819,371)			1,940,442,220	99.3

See Notes to Financial Statements.

22 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Summary Schedule of Investments (concluded)	Master S&P 500 Index Series
	(Percentages shown are based on Net Assets)

Short-Term Securities	Shares		Value			Percent
BlackRock Liquidity Funds, TempFund, 0.45% (b)(e)		21,519,893	$	21,519,893		1.1	%
		Beneficial Interest (000)
BlackRock Liquidity Series, LLC Money Market Series, 0.55% (b)(e)(f)	$	63,071		63,071,050		3.2
Total Short-Term Securities (Cost — $84,590,943)				84,590,943		4.3
Total Investments (Cost — $2,296,410,314*)				2,025,033,163		103.6
Liabilities in Excess of Other Assets				(70,173,579	)	(3.6	)
Net Assets			$	1,954,859,584		100.0	%

* The cost and unrealized appreciation (depreciation) of investments as of June 30, 2009, as computed for federal income tax purposes, were as follows:

Aggregate cost	$	1,818,699,051
Gross unrealized appreciation	$	733,713,065
Gross unrealized depreciation		(527,378,953	)
Net unrealized appreciation	$	206,334,112

(a)	Non-income producing security.
(b)	Investments in companies considered to be an affiliate of the Series, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as follows:

Affiliate	Purchase Cost			Sales Cost			Realized Loss			Income
BlackRock Liquidity Funds, TempFund	$	21,519,893	1		—			—		$	30,470
BlackRock Liquidity Series, LLC Cash Sweep Series		—		$	36,541,122	2		—		$	26,836
BlackRock Liquidity Series, LLC Money Market Series	$	34,215,405	1		—			—		$	409,275
The PNC Financial Services Group, Inc.	$	3,886,138		$	1,980,582		$	(1,856,191	)	$	79,514

1	Represents net purchase cost.
2	Represents net sale cost.

(c)	Security, or a portion of security, is on loan.
(d)	All or a portion of security held as collateral in connection with open financial futures contracts.
(e)	Represents the current yield as of report date.
(f)	Security was purchased with the cash proceeds from securities loans.
•	For Series compliance purposes, the Series’industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Series management. This definition may not apply for this report, which may combine industry sub-classification for reporting ease.
•	Financial futures contracts purchased as of June 30,2009 were as follows:

Contracts	Issue	Expiration Date	Face Value	Unrealized Depreciation
84	S&P 500 Index	September 2009	$19,478,199	$(252,699)

•	Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various inputs are used in determining the fair value of investments, which are as follows:
	•	Level 1 — price quotations in active markets/exchanges for identical securities
	•	Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)
	•	Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Series’ own assumptions used in determining the fair value of investments)
	The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For information about the Series’ policy regarding valuation of investments and other significant accounting policies, please refer to Note 1 of the Notes to Financial Statements.
	The following table summarizes the inputs used as of June 30, 2009 in determining the fair valuation of the Series’ investments:

Valuation Inputs	Investments in Securities
	Assets
Level 1:
Long-Term Investments1	$	1,940,441,995
Short-Term Securities		21,519,893
Total Level 1		1,961,961,888
Level 2:
Long-Term Investments:
Electric Utilities		225
Short-Term Securities		63,071,050
Total Level 2		63,071,275
Level 3		—
Total	$	2,025,033,163
Valuation Inputs	Other Financial Instruments2
	Liabilities
Level 1	$	(252,699	)
Level 2		—
Level 3		—
Total	$	(252,699	)

1	See above Schedule of Investments for values in each industry, excluding the industry in Level 2 within the table.
2	Other financial instruments are financial futures contracts, which are shown at the unrealized appreciation/depreciation on the instrument.

See Notes to Financial Statements.
	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	23

Statement of Assets and Liabilities Master S&P 500 Index Series

June 30, 2009 (Unaudited)
Assets
Investments at value — unaffiliated (including securities loaned of $59,914,016) (cost — $2,206,294,622)	$	1,936,136,677
Investments at value — affiliated (cost — $90,115,692)		88,896,486
Cash		13,300
Investments sold receivable		3,629,865
Dividends receivable		2,735,163
Securities lending income receivable — affiliated		223,611
Prepaid expenses		78,420
Other assets		13,773
Total assets		2,031,727,295
Liabilities
Collateral at value — securities loaned		63,071,050
Withdrawals payable to investors		10,035,402
Investments purchased payable		3,420,642
Margin variation payable		151,204
Other affiliates payable		8,850
Investment advisory fees payable		7,255
Other accrued expenses payable		157,348
Other liabilities payable		15,960
Total liabilities		76,867,711
Net Assets	$	1,954,859,584
Net Assets Consist of
Investors’ capital	$	2,226,489,434
Net unrealized appreciation/depreciation		(271,629,850	)
Net Assets	$	1,954,859,584

See Notes to Financial Statements.
24	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Statement of Operations Master S&P 500 Index Series

Six Months Ended June 30, 2009 (Unaudited)
Investment Income
Dividends	$	23,458,513
Foreign tax withheld		(10,022	)
Securities lending — affiliated		409,275
Income — affiliated		136,820
Total income		23,994,586
Expenses
Accounting services		187,827
Investment advisory		91,097
Professional		49,405
Custodian		45,627
Officer and Directors		19,392
Registration		9,688
Printing		3,011
Miscellaneous		23,922
Total expenses		429,969
Less fees waived by advisor		(49,245	)
Total expenses after fees waived		380,724
Net investment income		23,613,862
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments — unaffiliated		(47,283,231	)
Investments — affiliated		(1,856,191	)
Financial futures contracts		917,391
		(48,222,031	)
Net change in unrealized appreciation/depreciation on:
Investments — unaffiliated		89,677,824
Investments — affiliated		(1,762,514	)
Financial futures contracts		(1,147,946	)
		86,767,364
Total realized and unrealized gain		38,545,333
Net Increase in Net Assets Resulting from Operations	$	62,159,195

See Notes to Financial Statements.
	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009	25

Statements of Changes in Net Assets Master S&P 500 Index Series

Increase (Decrease) in Net Assets:	Six Months Ended June 30, 2009 (Unaudited)			Year Ended December 31, 2008
Operations
Net investment income	$	23,613,862		$	70,724,863
Net realized loss		(48,222,031	)		(113,415,607	)
Net change in unrealized appreciation/depreciation		86,767,364			(1,271,188,078	)
Net increase (decrease) in net assets resulting from operations		62,159,195			(1,313,878,822	)
Capital Transactions
Proceeds from contributions		368,402,345			937,675,170
Fair value of withdrawals		(429,550,290	)		(1,391,118,850	)
Net decrease in net assets derived from capital transactions		(61,147,945	)		(453,443,680	)
Net Assets
Total increase (decrease) in net assets		1,011,250			(1,767,322,502	)
Beginning of period		1,953,848,334			3,721,170,836
End of period	$	1,954,859,584		$	1,953,848,334

See Notes to Financial Statements.
26	BLACKROCK INDEX EQUITY PORTFOLIO	JUNE 30, 2009

Financial Highlights Master S&P 500 Index Series

	Six Months Ended June 30, 2009 (Unaudited)
				Year Ended December 31,
				2008			2007			2006			2005			2004
Total Investment Return
Total investment return		3.20	%1		(36.92	)%		5.56	%		15.85	%		4.96	%		10.90	%
Ratios to Average Net Assets
Total expenses		0.05	%2		0.04	%		0.04	%		0.04	%		0.03	%		0.03	%
Total expenses after fees waived and paid indirectly		0.04	%2		0.04	%		0.03	%		0.04	%		0.03	%		0.03	%
Net investment income		2.59	%2		2.31	%		1.95	%		1.92	%		1.84	%		1.99	%
Supplemental Data
Net assets, end of period (000)	$	1,954,860		$	1,953,848		$	3,721,171		$	2,810,633		$	2,945,782		$	2,938,391
Portfolio turnover		4	%		8	%		4	%		4	%		11	%		6	%

1	Aggregate total investment return.
2	Annualized.

See Notes to Financial Statements.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 27

Notes to Financial Statements (Unaudited) Master S&P 500 Index Series

1. Organization and Significant Accounting Policies:

Master S&P 500 Index Series (the “Series”) is part of Quantitative Master Series LLC (the “Master LLC”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified investment company and is organized as a Delaware limited liability company. The Limited Liability Company Agreement permits the Master LLC’s Board of Directors (the “Board”) to issue non-transferable interests in the Master LLC, subject to certain limitations. The Series’ financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. Actual results may differ from these estimates.

The following is a summary of significant accounting policies followed by the Series:

Valuation of Investments: Equity investments traded on a recognized securities exchange or the NASDAQ Global Market System are valued at the last reported sale price that day or the NASDAQ official closing price, if applicable. For equity investments traded on more than one exchange, the last reported sale price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last available bid price. If no bid price is available, the prior day’s price will be used, unless it is determined that such prior day’s price no longer reflects the fair value of the security. Financial futures contracts traded on exchanges are valued at their last sale price. Investments in open-end investment companies are valued at net asset value each business day. Short-term securities with maturities less than 60 days may be valued at amortized cost, which approximates fair value. The Series values its investments in Cash Sweep Series and Money Market Series, each of BlackRock Liquidity Series, LLC at fair value, which is ordinarily based upon their pro rata ownership in the net assets of the underlying fund.

In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the market value of such investment, the investment will be valued by a method approved by the Board as reflecting fair value (“Fair Value Assets”). When determining the price for Fair Value Assets, the investment advisor and/or sub-advisor seeks to determine the price that the Series might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the investment advisor and/or sub-advisor deems relevant. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof.

Segregation and Collateralization: In cases in which the 1940 Act and the interpretive positions of the Securities and Exchange Commission (“SEC”) require that the Series segregate assets in connection with certain investments (e.g., financial futures contracts), the Series will, consistent with certain interpretive letters issued by the SEC, designate on its books and records cash or other liquid securities having a market value at least equal to the amount that would otherwise be required to be physically segregated. Furthermore, based on requirements and agreements with certain exchanges and third party broker-dealers, the Series may also be required to deliver or deposit securities as collateral for certain investments (e.g., financial futures contracts). As part of these agreements, when the value of these investments achieves a previously agreed upon value (minimum transfer amount), the Series may be required to deliver and/or receive additional collateral.

Securities Lending: The Series may lend securities to financial institutions that provide cash as collateral, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Series and any additional required collateral is delivered to the Series on the next business day. The Series typically receives the income on the loaned securities but does not receive the income on the collateral. The Series may invest the cash collateral and retain the amount earned on such investment, net of any amount rebated to the borrower. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions. The Series may pay reasonable lending agent, administrative and custodial fees in connection with its loans. In the event that the borrower defaults on its obligation to return borrowed securities because of insolvency or for any other reason, the Series could experience delays and costs in gaining access to the collateral. The Series also could suffer a loss if the value of an investment purchased with cash collateral falls below the market value of the loaned securities.

Investment Transactions and Investment Income: Investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Upon notification from issuers, some of the dividend income received from a real estate investment trust may be redesignated as of reduction of cost of the related investment and/or realized gain. Interest income is recognized on the accrual basis.

Income Taxes: The Series is classified as a partnership for federal income tax purposes. As such, each investor in the Series is treated as owner of its proportionate share of the net assets, income, expenses and realized and unrealized gains and losses of the Series. Therefore, no federal income tax provision is required. Under the applicable foreign tax law, a withholding tax may be imposed on interest, dividends and capital gains at various rates. It is intended that the Series’ assets will be managed so an investor in the Series can satisfy the requirements of Subchapter M of the Internal Revenue Code.

28 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Notes to Financial Statements (continued) Master S&P 500 Index Series

The Series files US federal and various state and local tax returns. No income tax returns are currently under examination. The statutes of limitations on the Series’ US federal tax returns remain open for the four years ended December 31, 2008. The statutes of limitations on the Series’ state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Recent Accounting Pronouncement: In June 2009, Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140” (“FAS 166”), was issued. FAS 166 is intended to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FAS 166 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. Earlier application is prohibited. The recognition and measurement provisions of FAS 166 must be applied to transfers occurring on or after the effective date. Additionally, the disclosure provisions of FAS 166 should be applied to transfers that occurred both before and after the effective date of FAS 166. The impact of FAS 166 on the Series’ financial statement disclosures, if any, is currently being assessed.

Other: Expenses directly related to the Series are charged to the Series. Other operating expenses shared by several funds are prorated among those funds on the basis of relative net assets or other appropriate methods.

2. Derivative Financial Instruments:

The Series may engage in various portfolio investment strategies both to increase the return of the Series and to economically hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise if the value of the contract decreases due to an unfavorable change in the price of the underlying security, or if the counterparty does not perform under the contract. The Series may mitigate these losses through master netting agreements included within an International Swap and Derivatives Association, Inc. (“ISDA”) Master Agreement between the Series and its counterparty. The ISDA allows the Series to offset with its counterparty the Series derivative financial instruments’ payables and/or receivables with collateral held. See Note 1 “Segregation and Collateralization” for information with respect to collateral practices.

The Series is subject to equity risk in the normal course of pursuing its investment objectives by investing in various derivative financial instruments, as described below.

Financial Futures Contracts: The Series may purchase or sell financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in the value of equity securities (equity risk). Financial futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Pursuant to the contract, the Series agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as margin variation and are recognized by the Series as unrealized gains or losses. When the contract is closed, the Series records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial futures transactions involves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying assets. Financial futures transactions involve minimal counterparty risk since financial futures contracts are guaranteed against default by the exchange on which they trade.

Derivatives Not Accounted for as Hedging Instruments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”:

Values of Derivative Instruments as of June 30, 2009*
	Liability Derivatives
	Balance Sheet Location	Value
Equity contracts**	Net unrealized appreciation/depreciation	$252,699

*	For open derivative instruments as of June 30, 2009, see the Schedule of Investments, which is also indicative of activity for the six months ended June 30, 2009.
**	Includes cumulative appreciation/depreciation of financial futures contracts as reported in the Schedule of Investments. Only current day’s margin variation is reported within the Statement of Assets and Liabilities.

The Effect of Derivative Instruments on the Statement of Operations Six Months Ended June 30, 2009
	Net Realized Gain From Derivatives Recognized in Income
	Financial Futures Contracts
Equity contracts		$917,391

	Net Change in Unrealized Depreciation on Derivatives Recognized in Income
	Financial Futures Contracts
Equity contracts		$(1,147,946)

3. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. (“PNC”) and Bank of America Corporation (“BAC”) are the largest stockholders of BlackRock, Inc. (“BlackRock”). Due to the ownership structure, PNC is an affiliate for 1940 Act purposes, but BAC is not.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 29

Notes to Financial Statements (concluded) Master S&P 500 Index Series

The Master LLC, on behalf of the Series, entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Manager”), the Master LLC’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services.

The Manager is responsible for the management of the Series’ investments and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Series. For such services, the Series pays the Manager a monthly fee at an annual rate of 0.01% of the Series’ average daily net assets. However, the Manager has entered into a contract with the Master LLC, on behalf of the Series, that provides that the investment advisory fee for the Series, when combined with the administrative fee of a certain feeder fund, will not exceed a specified amount. As a result, the Series pays a monthly fee at an annual rate of 0.005% of the average daily value of the Series’ net assets. The waiver is included in fees waived by advisor in the Statement of Operations and totaled $45,549.

The Manager has agreed to waive its advisory fee by the amount of investment advisory fees the Series pays to the Manager indirectly through its investment in affiliated money market funds. This amount is included in fees waived by advisor in the Statement of Operations and totaled $3,696.

The Manager has entered into a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager, under which the Manager pays BIM for services it provides, a monthly fee that is a percentage of the investment advisory fee paid by the Series to the Manager.

For the six months ended June 30, 2009, the Series reimbursed the Manager $18,018 for certain accounting services, which is included in accounting services in the Statement of Operations.

The Series has received an exemptive order from the SEC permitting it, among other things, to pay an affiliated securities lending agent a fee based on a share of the income derived from the securities lending activities. The Series has retained BIM as the securities lending agent for a fee based on a share of the income from investment of cash collateral. BIM may, on behalf of the Series, invest cash collateral received by the Series for such loans, among other things, in a private investment company managed by the Manager or in registered money market funds advised by the Manager or its affiliates. The share of income earned by the Series on such investments is shown as securities lending — affiliated in the Statement of Operations. For the six months ended June 30, 2009, BIM received $107,146 in securities lending agent fees.

Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock or its affiliates. The Series reimburses the Manager for its allocated share of compensation paid to the Master LLC’s Chief Compliance Officer.

4. Investments:

Purchases and sales of investments, excluding short-term securities, for the six months ended June 30, 2009, were $75,325,589 and $90,873,351, respectively.

5. Short-Term Borrowings:

The Series, along with certain other funds managed by the Manager and its affiliates, is a party to a $500 million credit agreement with a group of lenders, which expires in November 2009. The Series may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Series may borrow up to the maximum amount allowable under the Series’ current Prospectus and Statement of Additional Information, subject to various other legal, regulatory or contractual limits. The Series paid its pro rata share of a 0.02% upfront fee on the aggregate commitment amount based on its net assets. The Series pays a commitment fee of 0.08% per annum based on the Series’ pro rata share of the unused portion of the credit agreement, which is included in miscellaneous in the Statement of Operations. Amounts borrowed under the credit agreement bear interest at a rate equal to the higher of the (a) federal funds effective rate and (b) reserve adjusted one month LIBOR, plus, in each case, the higher of (i) 1.50% and (ii) 50% of the CDX Index (as defined in the credit agreement) in effect from time to time. The Series did not borrow under the credit agreement during the six months ended June 30, 2009.

6. Market and Credit Risk:

In the normal course of business, the Series invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (credit risk). The value of securities held by the Series may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Series; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to credit risk, the Series may be exposed to counterparty risk, or the risk that an entity with which the Series has unsettled or open transactions may default. Financial assets, which potentially expose the Series to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Series’ exposure to credit and counterparty risks with respect to these financial assets is approximated by their value recorded in the Series’ Statement of Assets and Liabilities.

7. Subsequent Events:

Management has evaluated the impact of all subsequent events on the Series through August 25, 2009, the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.

30 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Directors of Quantitative Master Series LLC (the “Master LLC”) met on April 16, 2009 and May 21 – 22, 2009 to consider the approval of the Master LLC’s investment advisory agreement (the “Advisory Agreement”) with BlackRock Advisors, LLC (the “Manager”), the Master LLC’s investment advisor, on behalf of Master S&P 500 Index Series (the “Master Portfolio”), a series of the Master LLC. The Board of Directors of the Master LLC also considered the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock Investment Management, LLC (the “Sub-Advisor”) with respect to the Master Portfolio. BlackRock Index Equity Portfolio (the “Portfolio”), a series of BlackRock Funds^SM (the “Fund”), currently invests all of its investable assets in the Master Portfolio. Accordingly, the Board of Trustees of the Fund also considered the approval of the Advisory Agreement and the Sub-Advisory Agreement. The Portfolio does not require investment advisory services since all investments are made at the Master Portfolio level.

The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.” For ease and clarity of presentation, the Board of Directors of the Master LLC and the Board of Trustees of the Fund, each of which are comprised of the same thirteen individuals, are herein referred to individually as a “Board” and collectively as the “Boards” and the members of the Boards are referred to as the “Board Members.”

Activities and Composition of the Boards

Each Board consists of thirteen individuals, eleven of whom are not “interested persons” of the Master LLC or the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). The Board Members are responsible for the oversight of the operations of the Master LLC or the Fund, as pertinent, and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Co-Chairs of the Boards are each Independent Board Members. Each Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight and Contract Committee and an Executive Committee, each of which is composed of Independent Board Members (except for the Performance Oversight and Contract Committee and the Executive Committee, which each have one interested Board Member) and is chaired by Independent Board Members.

The Agreements

Pursuant to the 1940 Act, the Boards are required to consider the continuation of the Agreements on an annual basis. In connection with this process, the Boards assessed, among other things, the nature, scope and quality of the services provided to the Portfolio and/or the Master Portfolio by the personnel of BlackRock and its affiliates, including investment management, administrative services, shareholder services, oversight of fund accounting and custody, marketing services and assistance in meeting legal and regulatory requirements.

Throughout the year, the Boards, acting directly and through their committees, consider at each of their meetings factors that are relevant to their annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Portfolio and/or the Master Portfolio and their shareholders. Among the matters the Boards considered were: (a) investment performance for one-, three- and five-year periods, as applicable, against peer funds, and applicable benchmarks, if any, as well as senior management and portfolio managers’ analysis of the reasons for any underperformance against its peers; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Portfolio and/or the Master Portfolio for services, such as transfer agency, marketing and distribution, call center and fund accounting; (c) Portfolio and/or Master Portfolio operating expenses; (d) the resources devoted to and compliance reports relating to the Portfolio’s and the Master Portfolio’s investment objective, policies and restrictions, (e) each of the Fund’s and the Master LLC’s compliance with its respective Code of Ethics and compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls; (h) BlackRock’s implementation of the proxy voting policies approved by the Boards; (i) the use of brokerage commissions and execution quality; (j) BlackRock’s implementation of the Fund’s and the Master LLC’s respective valuation and liquidity procedures; and (k) periodic updates on BlackRock’s business.

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April 16, 2009 meeting, the Boards requested and received materials specifically relating to the Agreements. The Boards are engaged in an ongoing process with BlackRock to continuously review the nature and scope of the information provided to better assist their deliberations. The materials provided in connection with the April meeting included (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on Portfolio fees and expenses, and the investment performance of the Portfolio as compared with a peer group of funds as determined by Lipper (collectively, “Peers”); (b) information on the profitability of the Agreements to BlackRock and a discussion of fall-out benefits to BlackRock and its affiliates and significant shareholders; (c) a general analysis provided by BlackRock concerning investment advisory fees charged to other clients, such as institutional and closed-end funds, under similar investment mandates, as well as the performance of such other clients; (d) the impact of economies of scale; (e) a summary of aggregate amounts paid by the Portfolio and/or the Master Portfolio to BlackRock; (f) sales and redemption data regarding the Portfolio’s shares; and (g) an internal comparison of management fees classified by Lipper, if applicable.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 31

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

At an in-person meeting held on April 16, 2009, the Boards reviewed materials relating to their consideration of the Agreements. As a result of the discussions that occurred during the April 16, 2009 meeting, the Boards presented BlackRock with questions and requests for additional information and BlackRock responded to these requests with additional written information in advance of the May 21 – 22, 2009 Board meeting.

At an in-person meeting held on May 21 – 22, 2009, the Board Members of the Master LLC present at the meeting, including the Independent Board Members present at the meeting, unanimously approved the continuation of the Advisory Agreement between the Manager and the Master LLC with respect to the Master Portfolio and the Sub-Advisory Agreement between the Manager and the Sub-Advisor with respect to the Master Portfolio, each for a one-year term ending June 30, 2010. The Board Members of the Fund present at the meeting, including the Independent Board Members present at the meeting, also considered the continuation of the Agreements and found the Agreements to be satisfactory. The Boards considered all factors they believed relevant with respect to the Portfolio and/or the Master Portfolio, as applicable, including, among other factors: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Portfolio and the Master Portfolio and BlackRock portfolio management; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and certain affiliates from the relationship with the Portfolio and the Master Portfolio; (d) economies of scale; and (e) other factors.

The Boards also considered other matters they deemed important to the approval process, such as payments made to BlackRock or its affiliates relating to the distribution of Portfolio shares, services related to the valuation and pricing of portfolio holdings of the Master Portfolio, direct and indirect benefits to BlackRock and its affiliates from their relationship with the Portfolio and the Master Portfolio and advice from independent legal counsel with respect to the review process and materials submitted for the Boards’ review. The Boards noted the willingness of BlackRock personnel to engage in open, candid discussions with the Boards. The Boards did not identify any particular information as controlling, and each Board Member may have attributed different weights to the various items considered.

A. Nature, Extent and Quality of the Services: The Boards, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services and the resulting performance of the Portfolio and the Master Portfolio. Throughout the year, the Boards compared Portfolio performance to the performance of a comparable group of mutual funds, and the performance of at least one relevant benchmark, if any. The Boards met with BlackRock’s senior management personnel responsible for investment operations, including the senior investment officers. The Boards also reviewed the materials provided by the Master Portfolio’s portfolio management team discussing Master Portfolio performance and the Master Portfolio’s investment objective, strategies and outlook.

The Boards considered, among other factors, the number, education and experience of BlackRock’s investment personnel generally and the Master Portfolio’s portfolio management team, investments by portfolio managers in the funds they manage, BlackRock’s portfolio trading capabilities, BlackRock’s use of technology, BlackRock’s commitment to compliance and BlackRock’s approach to training and retaining portfolio managers and other research, advisory and management personnel. The Boards also reviewed a general description of BlackRock’s compensation structure with respect to the Master Portfolio’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent.

In addition to advisory services, the Boards considered the quality of the administrative and non-investment advisory services provided to the Portfolio and the Master Portfolio. BlackRock and its affiliates provide the Portfolio and the Master Portfolio with certain administrative, transfer agency, shareholder and other services (in addition to any such services provided to the Portfolio and the Master Portfolio by third parties) and officers and other personnel as are necessary for the operations of the Portfolio and the Master Portfolio. In addition to investment advisory services, BlackRock and its affiliates provide the Portfolio and the Master Portfolio with other services, including (i) preparing disclosure documents, such as the prospectus, the statement of additional information and periodic shareholder reports; (ii) assisting with daily accounting and pricing; (iii) overseeing and coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; and (vi) performing other administrative functions necessary for the operation of the Portfolio and the Master Portfolio, such as tax reporting, fulfilling regulatory filing requirements, and call center services. The Boards reviewed the structure and duties of BlackRock’s fund administration, accounting, legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Portfolio, the Master Portfolio and BlackRock: The Boards, including the Independent Board Members, also reviewed and considered the performance history of the Portfolio and the Master Portfolio. In preparation for the April 16, 2009 meeting, the Boards were provided with reports, independently prepared by Lipper, which included a comprehensive analysis of the Portfolio’s performance. The Boards also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock, which analyzed various factors that affect Lipper’s rankings. In connection with their review, the Boards received and reviewed information regarding the investment performance of the Portfolio as compared to a representative group of similar funds as determined by Lipper and to all funds in the Portfolio’s applicable Lipper category. The Boards were provided with a description of the methodology used by Lipper to select peer funds. The Boards regularly review the performance of the Portfolio and the Master Portfolio throughout the year. The Boards attach more importance to performance over relatively long periods of time, typically three to five years.

32 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

The Boards noted that, in general, the Portfolio performed better than its Peers in that the Portfolio’s performance was at or above the median of its Lipper Performance Universe for each of the one-, three- and five-year periods reported.

C. Consideration of the Advisory Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Portfolio and the Master Portfolio: The Boards, including the Independent Board Members, reviewed the Master Portfolio’s contractual advisory fee rates compared with the other funds in the Portfolio’s Lipper category. It also compared the Portfolio’s total expenses, as well as actual management fees, to those of other comparable funds. The Boards considered the services provided and the fees charged by BlackRock to other types of clients with similar investment mandates, including separately managed institutional accounts.

The Boards received and reviewed statements relating to BlackRock’s financial condition and profitability with respect to the services it provided the Portfolio and the Master Portfolio. The Boards were also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Portfolio and/or the Master Portfolio. The Boards reviewed BlackRock’s profitability with respect to the Master Portfolio and each fund the Boards currently oversee for the year ended December 31, 2008 compared to aggregate profitability data provided for the year ended December 31, 2007. The Boards reviewed BlackRock’s profitability with respect to other fund complexes managed by the Manager and/or its affiliates. The Boards reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Boards recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, expense allocations and business mix, and therefore comparability of profitability is somewhat limited.

The Boards noted that, in general, individual fund or product line profitability of other advisors is not publicly available. Nevertheless, to the extent such information is available, the Boards considered BlackRock’s operating margin in general compared to the operating margin for leading investment management firms whose operations include advising open-end funds, among other product types. The comparison indicated that operating margins for BlackRock with respect to its registered funds are consistent with margins earned by similarly situated publicly traded competitors. In addition, the Boards considered, among other things, certain third party data comparing BlackRock’s operating margin with that of other publicly-traded asset management firms, which concluded that larger asset bases do not, in themselves, translate to higher profit margins.

In addition, the Boards considered the cost of the services provided to the Portfolio and the Master Portfolio by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Portfolio and the Master Portfolio and the other funds advised by BlackRock and its affiliates. As part of their analysis, the Boards reviewed BlackRock’s methodology in allocating its costs to the management of the Portfolio and the Master Portfolio. The Boards also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Boards.

The Boards noted that the contractual advisory fees, which do not take into account any expense reimbursement or fee waivers, were lower than or equal to the median contractual advisory fees paid by the Portfolio’s Peers. The Boards noted that BlackRock has contractually agreed to waive or reimburse advisory and/or administration fees for the Master Portfolio/Portfolio. The Boards further noted that BlackRock has also contractually agreed to waive fees or reimburse expenses in order to limit the Portfolio’s total net expenses on a class basis.

D. Economies of Scale: The Boards, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Portfolio and the Master Portfolio increase and whether there should be changes in the advisory fee rate or structure in order to enable the Portfolio and the Master Portfolio to participate in these economies of scale, for example through the use of breakpoints in the advisory fee based upon the assets of the Master Portfolio. The Boards considered that the funds in the BlackRock fund complex share some common resources and, as a result, an increase in the overall size of the complex could permit each fund to incur lower expenses than it would otherwise as a stand-alone entity. The Boards also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations.

E. Other Factors: The Boards also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates and significant shareholders may derive from its relationship with the Portfolio and the Master Portfolio, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Portfolio and the Master Portfolio, including for administrative, transfer agency and distribution services. The Boards also noted that BlackRock may use third party research obtained by soft dollars generated by certain mutual fund transactions to assist itself in managing all or a number of its other client accounts.

In connection with their consideration of the Agreements, the Boards also received information regarding BlackRock’s brokerage and soft dollar practices. The Boards received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 33

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (concluded)

Conclusion

The Board Members of the Master LLC present at the meeting, including the Independent Board Members present at the meeting, unanimously approved the continuation of the Advisory Agreement between the Manager and the Master LLC with respect to the Master Portfolio for a one-year term ending June 30, 2010 and the Sub-Advisory Agreement between the Manager and Sub-Advisor with respect to the Master Portfolio for a one-year term ending June 30, 2010. Based upon their evaluation of all these factors in their totality, the Board Members of the Master LLC present at the meeting, including the Independent Board Members present at the meeting, were satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Master Portfolio and its shareholders. The Board Members of the Fund present at the meeting, including the Independent Board Members present at the meeting, also considered the continuation of the Agreements and found the Agreements to be satisfactory. In arriving at a decision to approve the Agreements, the Boards did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Master Portfolio reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. Certain aspects of the arrangements may be the subject of more attention in some years than in others, and the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.

34 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Officers and Directors

Ronald W. Forbes, Co-Chairman of the Board and Director
Rodney D. Johnson, Co-Chairman of the Board and Director
David O. Beim, Director
Richard S. Davis, Director
Henry Gabbay, Director
Dr. Matina Horner, Director
Herbert I. London, Director
Cynthia A. Montgomery, Director
Joseph P. Platt, Jr., Director
Robert C. Robb, Jr., Director
Toby Rosenblatt, Director
Kenneth L. Urish, Chairman of the Audit Committee and Director
Frederick W. Winter, Director
Donald C. Burke, Fund/Master LLC President and Chief Executive Officer
Anne F. Ackerley, Vice President
Neal J. Andrews, Chief Financial Officer
Jay M. Fife, Treasurer
Brian P. Kindelan, Chief Compliance Officer of the Fund/Master LLC
Howard B. Surloff, Secretary

Investment Advisor
BlackRock Advisors, LLC
Wilmington, DE 19809

Custodian
PFPC Trust Company¹
Philadelphia, PA 19153

State Street Bank and Trust Company²
North Quincy, MA 02171

Transfer Agent
PNC Global Investment Servicing (U.S.) Inc.
Wilmington, DE 19809

Accounting Agent
State Street Bank and Trust Company
Princeton, NJ 08540

Distributor
BlackRock Investments, LLC
New York, NY 10022

Legal Counsel
Sidley Austin LLP
New York, NY 10019

Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Princeton, NJ 08540

Address of the Fund

100 Bellevue Parkway
Wilmington, DE 19809

1	For BlackRock Index Equity Portfolio.
2	For Master S&P 500 Index Series.

Effective July 31, 2009, Donald C. Burke, President and Chief Executive Officer of the Fund and Master LLC retired. The Fund’s and Master LLC’s Board of Directors wishes Mr. Burke well in his retirement.

Effective August 1, 2009, Anne F. Ackerley became President and Chief Executive Officer of the Fund and Master LLC, and Jeffrey Holland and Brian Schmidt became Vice Presidents of the Fund and Master LLC.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 35

Additional Information

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

General Information

Electronic Delivery

Electronic copies of most financial reports and prospectuses are available on the Fund’s website or shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports and prospectuses by enrolling in the Fund’s electronic delivery program.

To enroll:

Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:

Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.

Shareholders Who Hold Accounts Directly with BlackRock:

1)	Access the BlackRock website at http://www.blackrock.com/edelivery
2)	Click on the applicable link and follow the steps to sign up
3)	Log into your account

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Fund at (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free (800) 441-7762; (2) at www.blackrock.com; and (3) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

36 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

Additional Information (concluded)

General Information (concluded)

Availability of Proxy Voting Record

Information on how the Fund votes proxies relating to securities held in the portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.

Availability of Quarterly Portfolio Schedule

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (202) 551-8090. The Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at www.blackrock.com/funds.

Automatic Investment Plans

Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.

BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009 37

A World-Class Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing.

Equity Funds

BlackRock All-Cap Energy & Resources Portfolio
BlackRock Asset Allocation Portfolio†
BlackRock Aurora Portfolio
BlackRock Balanced Capital Fund†
BlackRock Basic Value Fund
BlackRock Capital Appreciation Portfolio
BlackRock Energy & Resources Portfolio
BlackRock Equity Dividend Fund
BlackRock EuroFund
BlackRock Focus Growth Fund
BlackRock Focus Value Fund
BlackRock Fundamental Growth Fund
BlackRock Global Allocation Fund†
BlackRock Global Dynamic Equity Fund
BlackRock Global Emerging Markets Fund
BlackRock Global Financial Services Fund
BlackRock Global Growth Fund
BlackRock Global Opportunities Portfolio
BlackRock Global SmallCap Fund
BlackRock Health Sciences Opportunities Portfolio
BlackRock Healthcare Fund
BlackRock Index Equity Portfolio*
BlackRock International Fund
BlackRock International Diversification Fund
BlackRock International Index Fund
BlackRock International Opportunities Portfolio
BlackRock International Value Fund
BlackRock Large Cap Core Fund
BlackRock Large Cap Core Plus Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
BlackRock Latin America Fund
BlackRock Mid-Cap Growth Equity Portfolio
BlackRock Mid-Cap Value Equity Portfolio
BlackRock Mid Cap Value Opportunities Fund
BlackRock Natural Resources Trust
BlackRock Pacific Fund
BlackRock Science & Technology Opportunities Portfolio
BlackRock Small Cap Core Equity Portfolio
BlackRock Small Cap Growth Equity Portfolio
BlackRock Small Cap Growth Fund II
BlackRock Small Cap Index Fund
BlackRock Small Cap Value Equity Portfolio
BlackRock Small/Mid-Cap Growth Portfolio
BlackRock S&P 500 Index Fund
BlackRock U.S. Opportunities Portfolio
BlackRock Utilities and Telecommunications Fund
BlackRock Value Opportunities Fund

Fixed Income Funds

BlackRock Bond Portfolio
BlackRock Emerging Market Debt Portfolio
BlackRock Enhanced Income Portfolio
BlackRock GNMA Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Fund
BlackRock High Yield Bond Portfolio
BlackRock Income Portfolio†
BlackRock Income Builder Portfolio†
BlackRock Inflation Protected Bond Portfolio
BlackRock Intermediate Government Bond Portfolio
BlackRock International Bond Portfolio
BlackRock Long Duration Bond Portfolio
BlackRock Low Duration Bond Portfolio
BlackRock Managed Income Portfolio
BlackRock Short-Term Bond Fund
BlackRock Strategic Income Portfolio
BlackRock Total Return Fund
BlackRock Total Return Portfolio II
BlackRock World Income Fund

Municipal Bond Funds

BlackRock AMT-Free Municipal Bond Portfolio
BlackRock California Municipal Bond Fund
BlackRock Delaware Municipal Bond Portfolio
BlackRock High Yield Municipal Fund
BlackRock Intermediate Municipal Fund
BlackRock Kentucky Municipal Bond Portfolio
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Ohio Municipal Bond Portfolio
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Short-Term Municipal Fund

Target Risk & Target Date Funds

BlackRock Prepared Portfolios

Conservative Prepared Portfolio

Moderate Prepared Portfolio

Growth Prepared Portfolio

Aggressive Growth Prepared Portfolio

BlackRock Lifecycle Prepared Portfolios

Prepared Portfolio 2010

Prepared Portfolio 2015

Prepared Portfolio 2020

Prepared Portfolio 2025

Prepared Portfolio 2030

Prepared Portfolio 2035

Prepared Portfolio 2040

Prepared Portfolio 2045

Prepared Portfolio 2050

*	See the prospectus for information on specific limitations on investments in the fund.
†	Mixed asset fund.

BlackRock mutual funds are currently distributed by BlackRock Investments, LLC. You should consider the investment objectives, risks, charges and expenses of the funds under consideration carefully before investing. Each fund’s prospectus contains this and other information and is available at www.blackrock.com or by calling (800) 882-0052 or from your financial advisor. The prospectus should be read carefully before investing.

38 BLACKROCK INDEX EQUITY PORTFOLIO JUNE 30, 2009

This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Portfolio unless accompanied or preceded by the Portfolio’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.

#IE-6/08

Item 2 –	Code of Ethics – Not Applicable to this semi-annual report
Item 3 –	Audit Committee Financial Expert – Not Applicable to this semi-annual report
Item 4 –	Principal Accountant Fees and Services – Not Applicable to this semi-annual report
Item 5 –	Audit Committee of Listed Registrants – Not Applicable
Item 6 –	Investments
	(a) Schedule of Investments – Master S&P 500 Index Series.

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares	Value
Aerospace & Defense - 2.8%	Boeing Co.	175,261	$	7,448,593
	General Dynamics Corp.	93,257		5,165,505
	Goodrich Corp.	30,149		1,506,546
	Honeywell International, Inc.	177,474		5,572,684
	ITT Corp.	44,482		1,979,449
	L-3 Communications Holdings, Inc.	29,267		2,030,544
	Lockheed Martin Corp.	79,651		6,423,853
	Northrop Grumman Corp.	78,962		3,606,984
	Precision Castparts Corp.	33,800		2,468,414
	Raytheon Co.	96,583		4,291,183
	Rockwell Collins, Inc.	38,716		1,615,619
	United Technologies Corp.	227,111		11,800,688
				53,910,062
Air Freight & Logistics - 1.0%	C.H. Robinson Worldwide, Inc.	41,092		2,142,948
	Expeditors International Washington, Inc.	51,200		1,707,008
	FedEx Corp.	75,156		4,180,177
	United Parcel Service, Inc. Class B	240,387		12,016,946
				20,047,079
Airlines - 0.1%	Southwest Airlines Co. (a)	180,970		1,217,928
Auto Components - 0.2%	The Goodyear Tire & Rubber Co. (b)	60,283		678,787
	Johnson Controls, Inc.	143,470		3,116,168
				3,794,955
Automobiles - 0.3%	Ford Motor Co. (b)	765,174		4,644,606
	Harley-Davidson, Inc. (a)	56,529		916,335
				5,560,941
Beverages - 2.6%	Brown-Forman Corp. Class B	23,691		1,018,239
	The Coca-Cola Co.	479,983		23,034,384
	Coca-Cola Enterprises, Inc.	77,623		1,292,423
	Constellation Brands, Inc. Class A (b)	46,656		591,598
	Dr. Pepper Snapple Group, Inc. (b)	60,800		1,288,352
	Molson Coors Brewing Co. Class B	36,400		1,540,812
	Pepsi Bottling Group, Inc.	33,173		1,122,574
	PepsiCo, Inc.	377,224		20,732,231
				50,620,613
Biotechnology - 1.9%	Amgen, Inc. (b)	244,040		12,919,478
	Biogen Idec, Inc. (b)	71,422		3,224,703
	Celgene Corp. (b)	110,136		5,268,906
	Cephalon, Inc. (b)	16,600		940,390
	Genzyme Corp. (b)	65,523		3,647,665
	Gilead Sciences, Inc. (b)	219,982		10,303,957
				36,305,099
Building Products - 0.0%	Masco Corp.	90,107		863,225
Capital Markets - 3.0%	Ameriprise Financial, Inc.	62,073		1,506,512
	The Bank of New York Mellon Corp.	288,177		8,446,468
	The Charles Schwab Corp.	224,094		3,930,609
	E*Trade Financial Corp. (a)(b)	271,282		347,241

1

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares	Value
	Federated Investors, Inc. Class B	21,648	$	521,500
	Franklin Resources, Inc.	36,522		2,629,949
	The Goldman Sachs Group, Inc.	121,373		17,895,235
	Invesco Ltd. (c)	100,800		1,796,256
	Janus Capital Group, Inc.	41,032		467,765
	Legg Mason, Inc.	34,854		849,741
	Morgan Stanley	325,833		9,289,499
	Northern Trust Corp.	57,561		3,089,874
	State Street Corp.	117,715		5,556,148
	T. Rowe Price Group, Inc. (a)	61,840		2,576,873
				58,903,670
Chemicals - 1.8%	Air Products & Chemicals, Inc.	50,618		3,269,417
	CF Industries Holdings, Inc.	11,700		867,438
	The Dow Chemical Co.	255,653		4,126,239
	E.I. du Pont de Nemours & Co.	217,937		5,583,546
	Eastman Chemical Co.	17,762		673,180
	Ecolab, Inc.	41,095		1,602,294
	International Flavors & Fragrances, Inc.	18,764		613,958
	Monsanto Co.	132,372		9,840,534
	PPG Industries, Inc.	39,747		1,744,893
	Praxair, Inc.	74,157		5,270,338
	Sigma-Aldrich Corp.	30,745		1,523,722
				35,115,559
Commercial Banks - 2.7%	BB&T Corp. (a)	152,696		3,356,258
	Comerica, Inc.	36,443		770,769
	Fifth Third Bancorp	168,797		1,198,459
	First Horizon National Corp.	51,786		621,427
	Huntington Bancshares, Inc.	144,929		605,803
	KeyCorp	175,582		920,050
	M&T Bank Corp. (a)	18,866		960,845
	Marshall & Ilsley Corp.	85,321		409,541
	The PNC Financial Services Group, Inc. (d)	110,939		4,305,543
	Regions Financial Corp.	293,348		1,185,126
	SunTrust Banks, Inc.	108,111		1,778,426
	U.S. Bancorp	457,311		8,195,013
	Wells Fargo & Co.	1,122,547		27,232,990
	Zions Bancorporation (a)	27,830		321,715
				51,861,965
Commercial Services & Supplies - 0.5%	Avery Dennison Corp.	25,412		652,580
	Cintas Corp.	32,297		737,663
	Iron Mountain, Inc. (b)	44,000		1,265,000
	Pitney Bowes, Inc.	50,462		1,106,632
	R.R. Donnelley & Sons Co.	49,122		570,798
	Republic Services, Inc. Class A	78,599		1,918,602
	Stericycle, Inc. (b)	20,600		1,061,518
	Waste Management, Inc.	118,695		3,342,451
				10,655,244

2

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Communications Equipment - 2.7%	Ciena Corp. (b)	24,101	$	249,445
	Cisco Systems, Inc. (b)	1,390,504		25,918,995
	Harris Corp.	33,000		935,880
	JDS Uniphase Corp. (b)	52,872		302,428
	Juniper Networks, Inc. (a)(b)	124,283		2,933,079
	Motorola, Inc.	549,708		3,644,564
	QUALCOMM, Inc.	399,001		18,034,845
	Tellabs, Inc. (b)	95,484		547,123
				52,566,359
Computers & Peripherals - 5.4%	Apple, Inc. (b)	215,103		30,637,120
	Dell, Inc. (b)	417,121		5,727,071
	EMC Corp. (b)	483,938		6,339,588
	Hewlett-Packard Co.	575,311		22,235,770
	International Business Machines Corp.	318,591		33,267,272
	Lexmark International, Inc. Class A (b)	19,144		303,432
	NetApp, Inc. (b)	76,900		1,516,468
	QLogic Corp. (b)	30,781		390,303
	SanDisk Corp. (b)	54,647		802,764
	Sun Microsystems, Inc. (b)	180,732		1,666,349
	Teradata Corp. (b)	43,100		1,009,833
	Western Digital Corp. (b)	54,400		1,441,600
				105,337,570
Construction & Engineering - 0.2%	Fluor Corp.	43,836		2,248,348
	Jacobs Engineering Group, Inc. (b)	29,700		1,250,073
	Quanta Services, Inc. (b)	47,600		1,100,988
				4,599,409
Construction Materials - 0.1%	Vulcan Materials Co. (a)	29,672		1,278,863
Consumer Finance - 0.6%	American Express Co.	283,774		6,594,908
	Capital One Financial Corp. (a)	107,119		2,343,764
	Discover Financial Services, Inc.	117,466		1,206,376
	SLM Corp. (b)	114,373		1,174,611
				11,319,659
Containers & Packaging - 0.2%	Ball Corp.	22,633		1,022,106
	Bemis Co.	24,030		605,556
	Owens-Illinois, Inc. (b)	40,900		1,145,609
	Pactiv Corp. (b)	32,089		696,331
	Sealed Air Corp.	37,887		699,015
				4,168,617
Distributors - 0.1%	Genuine Parts Co.	39,097		1,312,095
Diversified Consumer Services - 0.2%	Apollo Group, Inc. Class A (b)	24,731		1,758,869
	DeVry, Inc.	15,000		750,600
	H&R Block, Inc.	82,936		1,428,987
				3,938,456
Diversified Financial Services - 3.8%	Bank of America Corp. (a)	1,949,752		25,736,726
	CIT Group, Inc.	86,489		185,951
	CME Group, Inc.	15,921		4,953,182

3

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Citigroup, Inc. (a)	1,332,679	$	3,958,057
	IntercontinentalExchange, Inc. (b)	17,500		1,999,200
	JPMorgan Chase & Co.	940,547		32,082,058
	Leucadia National Corp.	43,400		915,306
	Moody’s Corp.	45,955		1,210,914
	The NASDAQ Stock Market, Inc. (b)	33,400		711,754
	NYSE Euronext	62,600		1,705,850
				73,458,998
Diversified Telecommunication Services - 3.1%	AT&T Inc.	1,422,991		35,347,096
	CenturyTel, Inc. (a)	25,415		780,241
	Embarq Corp.	34,556		1,453,425
	Frontier Communications Corp.	74,704		533,387
	Qwest Communications International Inc. (a)	354,726		1,472,113
	Verizon Communications, Inc.	684,857		21,045,656
	Windstream Corp.	108,140		904,050
				61,535,968
Electric Utilities - 2.3%	Allegheny Energy, Inc.	42,018		1,077,762
	American Electric Power Co., Inc.	111,355		3,217,046
	Duke Energy Corp.	309,334		4,513,183
	Edison International	78,647		2,474,235
	Entergy Corp.	45,970		3,563,595
	Exelon Corp.	160,811		8,235,131
	FPL Group, Inc.	98,764		5,615,721
	FirstEnergy Corp.	73,634		2,853,318
	Northeast Utilities Inc.	38,395		856,592
	PPL Corp.	89,969		2,965,378
	Pepco Holdings, Inc.	55,384		744,361
	Pinnacle West Capital Corp.	25,558		770,574
	Progress Energy, Inc.	67,860		2,567,144
	Progress Energy, Inc. (Contigent Value Obligations) (b)	900		225
	The Southern Co.	187,100		5,830,036
				45,284,301
Electrical Equipment - 0.4%	Cooper Industries Ltd. Class A	42,450		1,318,073
	Emerson Electric Co.	182,330		5,907,492
	Rockwell Automation, Inc.	34,711		1,114,917
				8,340,482
Electronic Equipment, Instruments & Components - 0.6%	Agilent Technologies, Inc. (b)	85,649		1,739,531
	Amphenol Corp. Class A	42,200		1,335,208
	Corning, Inc.	375,449		6,029,711
	Flir Systems, Inc. (b)	34,300		773,808
	Jabil Circuit, Inc.	50,586		375,348
	Molex, Inc.	33,840		526,212
				10,779,818
Energy Equipment & Services - 1.8%	BJ Services Co.	70,533		961,365
	Baker Hughes, Inc.	74,645		2,720,064
	Cameron International Corp. (b)	52,400		1,482,920
	Diamond Offshore Drilling, Inc. (a)	16,700		1,386,935

4

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	ENSCO International, Inc.	34,309	$	1,196,355
	FMC Technologies, Inc. (b)	30,600		1,149,948
	Halliburton Co.	215,051		4,451,556
	Nabors Industries Ltd. (b)	68,279		1,063,787
	National Oilwell Varco, Inc. (b)	100,790		3,291,801
	Rowan Cos., Inc.	27,240		526,277
	Schlumberger Ltd.	288,790		15,626,427
	Smith International, Inc.	53,001		1,364,776
				35,222,211
Food & Staples Retailing - 3.0%	CVS Caremark Corp.	350,952		11,184,840
	Costco Wholesale Corp.	102,424		4,680,777
	The Kroger Co.	157,541		3,473,779
	SUPERVALU, Inc.	51,810		670,940
	SYSCO Corp.	142,315		3,199,241
	Safeway, Inc.	103,610		2,110,536
	Wal-Mart Stores, Inc.	538,009		26,061,156
	Walgreen Co.	237,344		6,977,914
	Whole Foods Market, Inc. (a)	33,982		644,978
				59,004,161
Food Products - 1.8%	Archer-Daniels-Midland Co.	154,918		4,147,155
	Campbell Soup Co.	49,462		1,455,172
	ConAgra Foods, Inc.	107,920		2,056,955
	Dean Foods Co. (b)	42,749		820,353
	General Mills, Inc.	77,460		4,339,309
	H.J. Heinz Co.	75,907		2,709,880
	The Hershey Co.	40,646		1,463,256
	Hormel Foods Corp.	16,800		580,272
	The J.M. Smucker Co.	29,000		1,411,140
	Kellogg Co.	60,886		2,835,461
	Kraft Foods, Inc.	355,051		8,996,992
	McCormick & Co., Inc.	31,248		1,016,497
	Sara Lee Corp.	169,705		1,656,321
	Tyson Foods, Inc. Class A	74,045		933,707
				34,422,470
Gas Utilities - 0.1%	EQT Corp.	32,100		1,120,611
	Nicor, Inc.	10,858		375,904
	Questar Corp.	42,496		1,319,926
				2,816,441
Health Care Equipment & Supplies - 2.0%	Baxter International, Inc.	143,777		7,614,430
	Becton Dickinson & Co.	56,324		4,016,464
	Boston Scientific Corp. (b)	367,213		3,723,540
	C.R. Bard, Inc.	24,006		1,787,247
	Dentsply International, Inc. (a)	36,500		1,113,980
	Hospira, Inc. (b)	38,227		1,472,504
	Intuitive Surgical, Inc. (a)(b)	9,122		1,492,907
	Medtronic, Inc.	269,557		9,404,844
	St. Jude Medical, Inc. (b)	83,615		3,436,577

5

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Stryker Corp.	59,239	$	2,354,158
	Varian Medical Systems, Inc. (b)	30,409		1,068,572
	Zimmer Holdings, Inc. (b)	53,810		2,292,306
				39,777,529
Health Care Providers & Services - 2.2%	Aetna, Inc.	109,511		2,743,251
	AmerisourceBergen Corp.	73,382		1,301,797
	Cardinal Health, Inc.	87,916		2,685,834
	Cigna Corp.	65,357		1,574,450
	Coventry Health Care, Inc. (b)	36,499		682,896
	DaVita, Inc. (b)	25,400		1,256,284
	Express Scripts, Inc. (b)	64,570		4,439,188
	Humana, Inc. (b)	40,784		1,315,692
	Laboratory Corp. of America Holdings (b)	24,623		1,669,193
	McKesson Corp.	66,091		2,908,004
	Medco Health Solutions, Inc. (b)	118,236		5,392,744
	Patterson Cos., Inc. (b)	22,466		487,512
	Quest Diagnostics, Inc.	38,142		2,152,353
	Tenet Healthcare Corp. (b)	99,685		281,112
	UnitedHealth Group, Inc.	289,545		7,232,834
	WellPoint, Inc. (b)	118,434		6,027,106
				42,150,250
Health Care Technology - 0.0%	IMS Health, Inc.	43,701		555,003
Hotels, Restaurants & Leisure - 1.5%	Carnival Corp.	105,685		2,723,502
	Darden Restaurants, Inc.	33,059		1,090,286
	International Game Technology	71,368		1,134,751
	Marriott International, Inc. Class A	71,281		1,573,173
	McDonald’s Corp.	266,001		15,292,397
	Starbucks Corp. (b)	177,391		2,463,961
	Starwood Hotels & Resorts Worldwide, Inc.	44,111		979,264
	Wyndham Worldwide Corp.	46,685		565,822
	Wynn Resorts Ltd. (a)(b)	15,000		529,500
	Yum! Brands, Inc.	111,082		3,703,474
				30,056,130
Household Durables - 0.4%	Black & Decker Corp.	14,607		418,637
	Centex Corp.	32,154		272,023
	D.R. Horton, Inc.	66,511		622,543
	Fortune Brands, Inc.	36,351		1,262,834
	Harman International Industries, Inc.	14,057		264,272
	KB Home (a)	17,991		246,117
	Leggett & Platt, Inc.	37,452		570,394
	Lennar Corp. Class A	34,191		331,311
	Newell Rubbermaid, Inc.	66,433		691,568
	Pulte Homes, Inc.	52,325		462,030
	Snap-On, Inc.	13,779		396,009
	The Stanley Works	18,789		635,820
	Whirlpool Corp. (a)	17,697		753,184
				6,926,742

6

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Household Products - 2.6%	Clorox Co.		33,637	$	1,877,954
	Colgate-Palmolive Co.		120,484		8,523,038
	Kimberly-Clark Corp.		99,955		5,240,641
	The Procter & Gamble Co.		702,694		35,907,663
					51,549,296
IT Services - 1.0%	Affiliated Computer Services, Inc. Class A (b)		23,938		1,063,326
	Automatic Data Processing, Inc.		119,043		4,218,884
	Cognizant Technology Solutions Corp. (b)		70,502		1,882,403
	Computer Sciences Corp. (b)		37,051		1,641,359
	Convergys Corp. (b)		29,381		272,656
	Fidelity National Information Services, Inc.		46,464		927,421
	Fiserv, Inc. (b)		37,682		1,722,067
	MasterCard, Inc. Class A (a)		17,302		2,894,798
	Paychex, Inc.		77,479		1,952,471
	Total System Services, Inc.		47,200		632,008
	The Western Union Co.		171,453		2,811,829
					20,019,222
Independent Power Producers & Energy Traders - 0.2%	The AES Corp. (b)		160,863		1,867,619
	Constellation Energy Group, Inc.		47,749		1,269,168
	Dynegy, Inc. Class A (b)		132,751		301,345
					3,438,132
Industrial Conglomerates - 2.1%	3M Co.		167,485		10,065,849
	General Electric Co.		2,553,037		29,921,594
	Textron, Inc.		59,038		570,307
					40,557,750
Insurance - 2.3%	AON Corp.		66,031		2,500,594
	Aflac, Inc.		111,874		3,478,163
	The Allstate Corp. (a)		129,400		3,157,360
	American International Group, Inc. (a)		649,593		753,528
	Assurant, Inc.		28,852		695,045
	Chubb Corp.		83,497		3,329,860
	Cincinnati Financial Corp.		38,962		870,801
	Genworth Financial, Inc. Class A		104,475		730,280
	Hartford Financial Services Group, Inc.		78,524		932,080
	Lincoln National Corp.		67,631		1,163,930
	Loews Corp.		87,170		2,388,458
	MBIA, Inc. (b)		46,259		200,301
	Marsh & McLennan Cos., Inc.		124,360		2,503,367
	MetLife, Inc.		197,546		5,928,355
	Principal Financial Group, Inc.		74,898		1,411,078
	The Progressive Corp.		163,447		2,469,684
	Prudential Financial, Inc.		110,439		4,110,540
	Torchmark Corp.		20,420		756,357
	The Travelers Cos., Inc.		139,846		5,739,280
	UnumProvident Corp.		79,967		1,268,277
	XL Capital Ltd. Class A		82,635		946,997
					45,334,335

7

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Internet & Catalog Retail - 0.4%	Amazon.com, Inc. (b)		77,560	$	6,488,670
	Expedia, Inc. (b)		50,300		760,033
					7,248,703
Internet Software & Services - 1.8%	Akamai Technologies, Inc. (b)		41,200		790,216
	eBay, Inc. (b)		260,188		4,457,020
	Google, Inc. Class A (b)		57,889		24,405,424
	VeriSign, Inc. (b)		46,373		856,973
	Yahoo! Inc. (b)		336,640		5,271,782
					35,781,415
Leisure Equipment & Products - 0.1%	Eastman Kodak Co.		64,627		191,296
	Hasbro, Inc.		29,904		724,873
	Mattel, Inc.		87,688		1,407,392
					2,323,561
Life Sciences Tools & Services - 0.4%	Life Technologies Corp. (b)		41,967		1,750,863
	Millipore Corp. (b)		13,583		953,662
	PerkinElmer, Inc.		28,361		493,481
	Thermo Fisher Scientific, Inc. (b)		100,966		4,116,384
	Waters Corp. (b)		23,669		1,218,243
					8,532,633
Machinery - 1.4%	Caterpillar, Inc.		144,316		4,768,201
	Cummins, Inc.		48,562		1,709,868
	Danaher Corp.		61,551		3,800,159
	Deere & Co.		102,108		4,079,215
	Dover Corp.		44,887		1,485,311
	Eaton Corp.		39,923		1,780,965
	Flowserve Corp.		13,500		942,435
	Illinois Tool Works, Inc.		93,129		3,477,437
	Manitowoc Co.		34,900		183,574
	PACCAR, Inc.		87,577		2,847,128
	Pall Corp.		28,375		753,640
	Parker Hannifin Corp.		38,768		1,665,473
					27,493,406
Media - 2.6%	CBS Corp. Class B		166,412		1,151,571
	Comcast Corp. Class A		695,566		10,078,751
	The DIRECTV Group, Inc. (a)(b)		128,068		3,164,560
	Gannett Co., Inc. (a)		54,725		195,368
	Interpublic Group of Cos., Inc. (b)		114,446		577,952
	The McGraw-Hill Cos., Inc.		75,901		2,285,379
	Meredith Corp.		8,645		220,880
	The New York Times Co. Class A (a)		27,998		154,269
	News Corp. Class A		562,293		5,122,489
	Omnicom Group Inc.		75,014		2,368,942
	Scripps Networks Interactive		21,700		603,911
	Time Warner Cable, Inc.		84,997		2,691,855
	Time Warner, Inc.		287,899		7,252,176
	Viacom, Inc. Class B (b)		149,629		3,396,578

8

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Walt Disney Co.		448,240	$	10,457,439
	The Washington Post Co. Class B		1,439		506,787
					50,228,907
Metals & Mining - 0.9%	AK Steel Holding Corp.		26,700		512,373
	Alcoa, Inc. (a)		229,328		2,368,958
	Allegheny Technologies, Inc.		23,613		824,802
	Freeport-McMoRan Copper & Gold, Inc. Class B		98,875		4,954,626
	Newmont Mining Corp.		116,677		4,768,589
	Nucor Corp.		74,831		3,324,741
	Titanium Metals Corp.		20,500		188,395
	United States Steel Corp.		32,931		1,176,954
					18,119,438
Multi-Utilities - 1.4%	Ameren Corp.		50,762		1,263,466
	CMS Energy Corp.		56,131		678,062
	CenterPoint Energy, Inc.		87,058		964,603
	Consolidated Edison, Inc.		66,102		2,473,537
	DTE Energy Co.		39,053		1,249,696
	Dominion Resources, Inc.		140,918		4,709,480
	Integrys Energy Group, Inc.		19,270		577,907
	NiSource, Inc.		69,515		810,545
	PG&E Corp.		88,231		3,391,600
	Public Service Enterprise Group, Inc.		123,700		4,036,331
	SCANA Corp.		28,100		912,407
	Sempra Energy		59,538		2,954,871
	TECO Energy, Inc. (a)		53,816		642,025
	Wisconsin Energy Corp.		28,700		1,168,377
	Xcel Energy, Inc.		109,926		2,023,738
					27,856,645
Multiline Retail - 0.8%	Big Lots, Inc. (b)		19,882		418,118
	Family Dollar Stores, Inc.		33,833		957,474
	J.C. Penney Co., Inc.		53,654		1,540,406
	Kohl’s Corp. (b)		72,454		3,097,409
	Macy’s, Inc.		101,566		1,194,416
	Nordstrom, Inc. (a)		38,432		764,412
	Sears Holdings Corp. (a)(b)		13,677		909,794
	Target Corp.		181,264		7,154,490
					16,036,519
Office Electronics - 0.1%	Xerox Corp.		207,761		1,346,291
Oil, Gas & Consumable Fuels - 10.5%	Anadarko Petroleum Corp.		118,287		5,369,047
	Apache Corp.		80,803		5,829,936
	Cabot Oil & Gas Corp. Class A		25,300		775,192
	Chesapeake Energy Corp.		133,561		2,648,515
	Chevron Corp.		483,329		32,020,546
	ConocoPhillips		357,405		15,032,454
	Consol Energy, Inc.		43,648		1,482,286
	Denbury Resources, Inc. (b)		62,100		914,733
	Devon Energy Corp.		107,164		5,840,438

9

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	EOG Resources, Inc.		60,322	$	4,097,070
	El Paso Corp.		171,559		1,583,490
	Exxon Mobil Corp. (e)		1,176,427		82,244,012
	Hess Corp.		68,484		3,681,015
	Marathon Oil Corp.		170,558		5,138,913
	Massey Energy Co.		20,600		402,524
	Murphy Oil Corp.		46,059		2,501,925
	Noble Energy, Inc.		41,800		2,464,946
	Occidental Petroleum Corp.		195,619		12,873,686
	Peabody Energy Corp.		64,642		1,949,603
	Pioneer Natural Resources Co.		28,900		736,950
	Range Resources Corp.		37,700		1,561,157
	Southwestern Energy Co. (b)		83,000		3,224,550
	Spectra Energy Corp.		152,961		2,588,100
	Sunoco, Inc.		28,208		654,426
	Tesoro Corp.		33,400		425,182
	Valero Energy Corp.		134,160		2,265,962
	Williams Cos., Inc.		139,867		2,183,324
	XTO Energy, Inc.		140,003		5,339,714
					205,829,696
Paper & Forest Products - 0.2%	International Paper Co.		103,284		1,562,687
	MeadWestvaco Corp.		41,015		673,056
	Weyerhaeuser Co.		51,212		1,558,381
					3,794,124
Personal Products - 0.2%	Avon Products, Inc.		102,958		2,654,257
	The Estée Lauder Cos., Inc. Class A		28,032		915,805
					3,570,062
Pharmaceuticals - 7.4%	Abbott Laboratories		372,554		17,524,940
	Allergan, Inc.		75,008		3,568,881
	Bristol-Myers Squibb Co.		477,631		9,700,686
	Eli Lilly & Co.		244,056		8,454,100
	Forest Laboratories, Inc. (b)		73,774		1,852,465
	Johnson & Johnson		664,337		37,734,342
	King Pharmaceuticals, Inc. (b)		59,473		572,725
	Merck & Co., Inc.		512,025		14,316,219
	Mylan, Inc. (a)(b)		73,643		961,041
	Pfizer, Inc.		1,633,130		24,496,950
	Schering-Plough Corp.		395,222		9,927,977
	Watson Pharmaceuticals, Inc. (b)		25,207		849,224
	Wyeth		323,434		14,680,669
					144,640,219
Professional Services - 0.2%	Dun & Bradstreet Corp.		13,200		1,071,972
	Equifax, Inc.		30,954		807,899
	Monster Worldwide, Inc. (b)		29,551		348,997
	Robert Half International, Inc.		37,992		897,371
					3,126,239

10

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Real Estate Investment Trusts (REITs) - 1.0%	Apartment Investment & Management Co. Class A		33,670	$	297,980
	AvalonBay Communities, Inc.		17,927		1,002,836
	Boston Properties, Inc.		33,146		1,581,064
	Equity Residential		65,836		1,463,534
	HCP, Inc.		65,600		1,390,064
	Health Care REIT, Inc.		26,700		910,470
	Host Marriott Corp.		142,795		1,198,050
	Kimco Realty Corp.		75,241		756,172
	Plum Creek Timber Co., Inc. (a)		37,430		1,114,665
	ProLogis (a)		114,164		920,162
	Public Storage (a)		29,046		1,901,932
	Simon Property Group, Inc.		65,668		3,377,305
	Ventas, Inc.		35,700		1,066,002
	Vornado Realty Trust (a)		36,524		1,644,663
					18,624,899
Real Estate Management & Development - 0.0%	CB Richard Ellis Group, Inc. (b)		49,991		467,916
Road & Rail - 0.9%	Burlington Northern Santa Fe Corp.		66,402		4,883,203
	CSX Corp.		94,510		3,272,881
	Norfolk Southern Corp.		88,502		3,333,870
	Ryder System, Inc.		14,147		394,984
	Union Pacific Corp.		120,710		6,284,163
					18,169,101
Semiconductors & Semiconductor Equipment - 2.5%	Advanced Micro Devices, Inc. (a)(b)		135,082		522,767
	Altera Corp.		70,804		1,152,689
	Analog Devices, Inc.		70,298		1,741,984
	Applied Materials, Inc.		320,980		3,521,151
	Broadcom Corp. Class A (b)		100,864		2,500,419
	Intel Corp.		1,346,453		22,283,797
	KLA-Tencor Corp.		41,066		1,036,917
	LSI Corp. (b)		154,775		705,774
	Linear Technology Corp.		53,569		1,250,836
	MEMC Electronic Materials, Inc. (b)		54,000		961,740
	Microchip Technology, Inc. (a)		44,000		992,200
	Micron Technology, Inc. (a)(b)		192,543		974,268
	National Semiconductor Corp.		47,034		590,277
	Novellus Systems, Inc. (b)		23,492		392,316
	Nvidia Corp. (b)		129,711		1,464,437
	Teradyne, Inc. (b)		40,761		279,621
	Texas Instruments, Inc.		305,412		6,505,276
	Xilinx, Inc.		61,926		1,267,006
					48,143,475
Software - 4.2%	Adobe Systems, Inc. (b)		126,476		3,579,271
	Autodesk, Inc. (b)		54,723		1,038,643
	BMC Software, Inc. (b)		44,589		1,506,662

11

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	CA, Inc.		95,124	$	1,658,011
	Citrix Systems, Inc. (b)		43,498		1,387,151
	Compuware Corp. (b)		59,171		405,913
	Electronic Arts, Inc. (b)		77,682		1,687,253
	Intuit, Inc. (b)		77,496		2,182,287
	McAfee, Inc. (b)		37,200		1,569,468
	Microsoft Corp.		1,845,187		43,860,095
	Novell, Inc. (b)		83,031		376,130
	Oracle Corp.		913,019		19,556,867
	Salesforce.com, Inc. (b)		25,700		980,969
	Symantec Corp. (b)		195,918		3,048,484
					82,837,204
Specialty Retail - 1.9%	Abercrombie & Fitch Co. Class A		20,982		532,733
	AutoNation, Inc. (b)		26,013		451,326
	AutoZone, Inc. (b)		8,164		1,233,662
	Bed Bath & Beyond, Inc. (b)		60,866		1,871,630
	Best Buy Co., Inc.		81,057		2,714,599
	GameStop Corp. Class A (b)		39,500		869,395
	The Gap, Inc.		112,599		1,846,624
	Home Depot, Inc.		409,373		9,673,484
	Limited Brands, Inc.		66,343		794,126
	Lowe’s Cos., Inc.		353,889		6,868,985
	O’Reilly Automotive, Inc. (b)		32,600		1,241,408
	Office Depot, Inc. (b)		66,047		301,174
	RadioShack Corp.		30,229		421,997
	The Sherwin-Williams Co.		23,848		1,281,830
	Staples, Inc.		172,293		3,475,150
	TJX Cos., Inc.		100,572		3,163,995
	Tiffany & Co. (a)		29,763		754,790
					37,496,908
Textiles, Apparel & Luxury Goods - 0.5%	Coach, Inc.		77,508		2,083,415
	Nike, Inc. Class B		93,555		4,844,278
	Polo Ralph Lauren Corp.		13,718		734,462
	VF Corp.		21,294		1,178,623
					8,840,778
Thrifts & Mortgage Finance - 0.1%	Hudson City Bancorp, Inc.		126,119		1,676,122
	People’s United Financial, Inc.		84,100		1,264,864
					2,940,986
Tobacco - 1.7%	Altria Group, Inc.		493,036		8,080,876
	Lorillard, Inc.		39,100		2,649,807
	Philip Morris International, Inc.		472,937		20,629,512
	Reynolds American, Inc.		40,561		1,566,466
					32,926,661
Trading Companies & Distributors - 0.1%	Fastenal Co. (a)		31,300		1,038,221
	W.W. Grainger, Inc.		15,292		1,252,109
					2,290,330

12

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments June 30, 2009 (Unaudited)	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Wireless Telecommunication Services - 0.4%	American Tower Corp. Class A (b)		95,800	$	3,020,574
	MetroPCS Communications, Inc. (b)		61,800		822,558
	Sprint Nextel Corp. (b)		691,552		3,326,365
					7,169,497
	Total Long-Term Investments (Cost - $2,211,819,371) - 99.3%				1,940,442,220
	Short-Term Securities
	BlackRock Liquidity Funds, TempFund, 0.45% (d)(f)		21,519,893		21,519,893
		Beneficial Interest (000)
	BlackRock Liquidity Series, LLC Money Market Series, 0.55% (d)(f)(g)	$	63,071		63,071,050
	Total Short-Term Securities (Cost - $84,590,943) - 4.3%				84,590,943
	Total Investments (Cost - $2,296,410,314*) - 103.6%				2,025,033,163
	Liabilities in Excess of Other Assets - (3.6)%				(70,173,579)
	Net Assets - 100.0%			$	1,954,859,584

* The cost and unrealized appreciation (depreciation) of investments as of June 30, 2009, as computed for federal income tax purposes, were as follows:

Aggregate cost	$	1,818,699,051
Gross unrealized appreciation	$	733,713,065
Gross unrealized depreciation		(527,378,953	)
Net unrealized appreciation	$	206,334,112

(a)	Security, or a portion of security, is on loan.
(b)	Non-income producing security.
(c)	Depositary receipts.
(d)	Investments in companies considered to be an affiliate of the Series, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as follows:

Affiliate	Purchase Cost			Sales Cost			Realized Loss			Income
BlackRock Liquidity Funds, TempFund	$	21,519,893	1		—			—		$	30,470
BlackRock Liquidity Series, LLC Cash Sweep Series		—		$	36,541,122	2		—		$	26,836
BlackRock Liquidity Series, LLC Money Market Series	$	34,215,405	1		—			—		$	409,275
The PNC Financial Services Group, Inc.	$	3,886,138		$	1,980,582		$	(1,856,191	)	$	79,514

¹ Represents net purchase cost.

² Represents net sale cost.

13

Master S&P 500 Index Series of Quantitative Master Series LLC

Schedule of Investments June 30, 2009 (Unaudited)

(e)	All or a portion of security held as collateral in connection with open financial futures contracts.
(f)	Represents the current yield as of report date.
(g)	Security was purchased with the cash proceeds from securities loans.
•	For Series compliance purposes, the Series’ industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Series management. This definition may not apply for this report, which may combine industry sub-classification for reporting ease.
•	Financial futures contracts purchased as of June 30, 2009 were as follows:

Contracts	Issue	Expiration Date	Face Value		Unrealized Depreciation
84	S&P 500 Index	September 2009	$	19,478,199	$	(252,699	)

14

Master S&P 500 Index Series of Quantitative Master Series LLC

Schedule of Investments June 30, 2009 (Unaudited)

•	Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various inputs are used in determining the fair value of investments, which are as follows:
	•	Level 1 - price quotations in active markets/exchanges for identical securities
	•	Level 2 - other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)
	•	Level 3 - unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Series’ own assumptions used in determining the fair value of investments)
	The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For information about the Series’ policy regarding valuation of investments and other significant accounting policies, please refer to Note 1 of the Notes to Financial Statements.
	The following table summarizes the inputs used as of June 30, 2009 in determining the fair valuation of the Series’ investments:

Valuation Inputs	Investments in Securities
	Assets
Level 1
Long-Term Investments1	$	1,940,441,995
Short-Term Securities		21,519,893
Total Level 1		1,961,961,888
Level 2
Electric Utilities		225
Short-Term Securities		63,071,050
Total Level 2		63,071,275
Level 3		—
Total	$	2,025,033,163
Valuation Inputs	Other Financial Instruments2
	Liabilities
Level 1	$	(252,699	)
Level 2		—
Level 3		—
Total	$	(252,699	)

¹See above Schedule of Investments for values in each industry, excluding the industry in Level 2 within the table.

²Other financial instruments are financial futures contracts, which are shown at the unrealized appreciation/depreciation on the instrument.

15

	(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –	Submission of Matters to a Vote of Security Holders – The registrant’s Nominating and Governance Committee will consider nominees to the board of directors recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations that include biographical information and set forth the qualifications of the proposed nominee to the registrant’s Secretary. There have been no material changes to these procedures.
Item 11 –	Controls and Procedures
11(a) –	The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15(d)-15(b) under the Securities Exchange Act of 1934, as amended.
11(b) –	There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –	Exhibits attached hereto
12(a)(1) –	Code of Ethics – Not Applicable to this semi-annual report
12(a)(2) –	Certifications – Attached hereto
12(a)(3) –	Not Applicable
12(b) –	Certifications – Attached hereto

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC

By:	/s/ Anne F. Ackerley
	Anne F. Ackerley
	Chief Executive Officer of
	BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC

Date: August 21, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Anne F. Ackerley
	Anne F. Ackerley
	Chief Executive Officer (principal executive officer) of
	BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC

Date: August 21, 2009

By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of
	BlackRock Index Equity Portfolio of BlackRock Funds and Master S&P 500 Index Series of Quantitative Master Series LLC

Date: August 21, 2009