BLACKROCK LARGE CAP SERIES FUNDS, INC. (Form: 485BPOS, Received: 02/27/2009 17:30:38)

It is proposed that this filing will become effective (check appropriate box)

Illiquid Securities Risk — If a Fund buys illiquid securities it may be unable to quickly sell them or may be able to sell them only at a price below current value.

Restricted Securities Risk — Restricted securities may be illiquid. A Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. Also, a Fund may get only limited information about the issuer of a restricted security, so it may be less able to predict a loss. In addition, if Fund management receives material nonpublic information about the issuer, the Fund may as a result be unable to sell the securities.

Rule 144A Securities Risk — Rule 144A securities may have an active trading market but carry the risk that the active trading market may not continue.

Investment in Other Investment Companies Risk — As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if a Fund acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies.

Account Information

How to Choose the Share Class that Best Suits Your Needs

Each Fund currently offers multiple share classes (Investor A, Investor B, Investor C, Institutional and Class R Shares in this prospectus for Growth Fund, Value Fund and Core Fund; Investor A, Investor C and Institutional Shares in this prospectus for Core Plus Fund), allowing you to invest in the way that best suits your needs. Each share class represents the same ownership interest in the portfolio investments of the particular Fund. When you choose your class of shares, you should consider the size of your investment and how long you plan to hold your shares. Either your financial professional or your selected securities dealer, broker, investment adviser, service provider, or industry professional (“financial intermediary”) can help you determine which share class is best suited to your personal financial goals.

For example, if you select Institutional Shares of a Fund, you will not pay any sales charge. However, only certain investors may buy Institutional Shares.

If you select Investor A Shares of a Fund, you generally pay a sales charge at the time of purchase and an ongoing service fee of 0.25% per year. You may be eligible for a sales charge reduction or waiver.

If you select Investor B, Investor C or Class R Shares (if available for your Fund), you will invest the full amount of your purchase price, but you will be subject to a distribution fee of 0.75% per year for Investor B Shares, 0.75% per year for Investor C Shares and 0.25% per year for Class R Shares, and a service fee of 0.25% per year for all three classes of shares under plans adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Because these fees are paid out of a Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. In addition, you may be subject to a deferred sales charge when you sell Investor B or Investor C Shares. Classes with lower expenses will have higher net asset values and dividends relative to other share classes.

Each Fund’s shares are distributed by BlackRock Investments, Inc. (the “Distributor”), an affiliate of BlackRock.

The table below summarizes key features of each of the following share classes of each Fund.

Share Classes at a Glance


	Investor A ¹ ^,3	Investor B ¹	Investor C ¹ ^,3	Institutional ¹ ^,3	Class R ^1,2

Availability	Generally available	Generally available	Generally available	Limited to certain	Available only to
	through financial	through financial	through financial	investors, including:	certain retirement
	intermediaries.	intermediaries. ⁴	intermediaries. ⁴	•Current	plans
				Institutional
				shareholders that
				meet certain
				requirements
				•Certain retirement
				plans
				•Participants in
				certain programs
				sponsored by
				BlackRock or its
				affiliates or
				financial
				intermediaries.
				•Certain employees
				and affiliates of
				BlackRock or its
				affiliates.

Minimum	$1,000 for all	$1,000 ⁵ for all	$1,000 ⁵ for all	•$2 million for	•$100 for all
Investment	accounts except:	accounts except:	accounts except:	institutions and	accounts
	•$250 for certain	•$250 for certain	•$250 for certain	individuals
	fee-based	fee-based	fee-based	• Institutional
	programs	programs	programs	Shares are
	•$100 for	•$100 for	•$100 for	available to clients
	retirement plans	retirement plans	retirement plans	of registered
	•$50, if	•$50, if	•$50, if	investment
	establishing	establishing	establishing	advisors who have
	Automatic	Automatic	Automatic	$ 250,000
	Investment Plan	Investment Plan	Investment Plan	invested in the
	(“AIP”)	(“AIP”)	(“AIP”)	Fund

Initial Sales	Yes. Payable at	No. Entire purchase	No. Entire purchase	No. Entire purchase	No. Entire purchase
Charge?	time of purchase.	price is invested in	price is invested in	price is invested in	price is invested in
	Lower sales	shares of the Fund.	shares of the Fund.	shares of the Fund.	shares of the Fund.
	charges are
	available for larger
	investments.

Deferred Sales	No. (May be	Yes. Payable if you	Yes. Payable if you	No.	No.
Charge?	charged for	redeem within six	redeem within one
	purchases of $1	years of purchase.	year of purchase.
	million or more that
	are redeemed
	within eighteen
	months).

Distribution and	No Distribution Fee.	0.75% Annual	0.75% Annual	No.	0.25% Annual
Service (12b-1)	0.25% Annual	Distribution Fee.	Distribution Fee.		Distribution Fee.
Fees?	Service Fee.	0.25% Annual	0.25% Annual		0.25% Annual
		Service Fee.	Service Fee.		Service Fee.

Share Classes at a Glance


	Investor A ¹ ^,3	Investor B ¹ ^,3	Investor C ¹ ^,3	Institutional ¹ ^,3	Class R ^1,2

Conversion to	N/A	Yes, automatically	No.	No.	No.
Investor A Shares?		after approximately
		eight years.

Advantage	Makes sense for	No up-front sales	No up-front sales	No up-front sales	No up-front sales
	investors who are	charge so you start	charge so you start	charge so you start	charge so you start
	eligible to have the	off owning more	off owning more	off owning more	off owning more
	sales charge	shares.	shares.	shares.	shares.
	reduced or		These shares may
	eliminated or who		make sense for
	have a long-term		investors who have
	investment horizon		a shorter
	because there are		investment horizon
	no ongoing		relative to Investor
	distribution fees.		A or Investor B
			Shares.

Disadvantage	You pay a sales	You pay ongoing	You pay ongoing	Limited availability.	You pay ongoing
	charge up-front,	distribution fees	distribution fees		distribution fees
	and therefore you	each year you own	each year you own		each year you own
	start off owning	Investor B Shares,	Investor C shares,		shares, which
	fewer shares.	which means that	which means that		means that you can
		you can expect	you can expect		expect lower total
		lower total	lower total		performance per
		performance than if	performance per		share than if you
		you owned Investor	share than if you		owned Investor A
		A Shares.	owned Investor A		Shares. Unlike
			Shares. Unlike		Investor B Shares,
			Investor B Shares,		Class R Shares do
			Investor C Shares		not convert to
			do not convert to		Investor A Shares,
			Investor A Shares,		so you will continue
			so you will continue		paying the ongoing
			paying the ongoing		distribution fees as
			distribution fees as		long as you hold
			long as you hold		Class R Shares.
			the Investor C		Over the long term,
			Shares. Over the		this can add up to
			long-term, this can		higher total fees
			add up to higher		than either Investor
			total fees than		A Shares or Investor
			either Investor A		B Shares. There is
			Shares or Investor		limited availability of
			B Shares.		these shares.

¹	Please see “Details about the Share Classes” for more information about each share class.

²	Class R Shares are currently offered only by Growth Fund, Value Fund and Core Fund.

³	Core Plus Fund offers only Investor A, Investor C and Institutional Shares.

⁴	If you establish a new account directly with the Fund and do not have a financial intermediary associated with your account, you may only invest in Investor A Shares. Applications without a financial intermediary that select Investor B or Investor C Shares will not be accepted.

⁵	The Fund will not accept a purchase order of $50,000 or more for Investor B Shares and $500,000 or more for Investor C Shares. Your financial intermediary may set a lower maximum for Investor B or Investor C Shares.

The following pages will cover the additional details of each share class, including the Institutional and Class R Share requirements, the sales charge table for Investor A Shares, reduced sales charge information, Investor B and Investor C Share CDSC information, and sales charge waivers.

More information about existing sales charge reductions and waivers is available free of charge in a clear and prominent format via hyperlink at www.blackrock.com and in the SAI, which is available on the website or on request.

Details about the Share Classes

Investor A Shares — Initial Sales Charge Options

The following table shows the front-end sales charges that you may pay if you buy Investor A Shares. The offering price for Investor A Shares includes any front-end sales charge. The front-end sales charge expressed as a percentage of the offering price may be higher or lower than the charge described below due to rounding. Similarly, any contingent deferred sales charge paid upon certain redemptions of Investor A Shares expressed as a percentage of the applicable redemption amount may be higher or lower than the charge described below due to rounding. You may qualify for a reduced front-end sales charge. Purchases of Investor A Shares at certain fixed dollar levels, known as “breakpoints,” cause a reduction in the front-end sales charge. Once you achieve a breakpoint, you pay that sales charge on your entire purchase amount (and not just the portion above the breakpoint). If you select Investor A Shares, you will pay a sales charge at the time of purchase as shown in the following tables.


					Dealer
	Sales Charge		Sales Charge		Compensation
	As a % of		As a % of Your		as a % of
Your Investment	Offering Price		Investment ¹		Offering Price

Less than $25,000	5.25	%	5.54	%	5.00	%

$25,000 but less than $50,000	4.75	%	4.99	%	4.50	%

$50,000 but less than $100,000	4.00	%	4.17	%	3.75	%

$100,000 but less than $250,000	3.00	%	3.09	%	2.75	%

$250,000 but less than $500,000	2.50	%	2.56	%	2.25	%

$500,000 but less than $750,000	2.00	%	2.04	%	1.75	%

$750,000 but less than $1,000,000	1.50	%	1.52	%	1.25	%

$1,000,000 and over ²	0.00	%	0.00	%	0.00	% ²

¹	Rounded to the nearest one-hundredth percent.

²	If you invest $1,000,000 or more in Investor A Shares, you will not pay an initial sales charge. In that case, BlackRock compensates the financial intermediary from its own resources. However, you will pay a CDSC of 1.00% of the price of the shares when purchased or the net asset value of the shares on the redemption date (whichever is less) for shares redeemed within 18 months after purchase.

No initial sales charge applies to Investor A Shares that you buy through reinvestment of Fund dividends.

Sales Charges Reduced or Eliminated for Investor A Shares

There are several ways in which the sales charge can be reduced or eliminated. Purchases of Investor A Shares at certain fixed dollar levels, known as “breakpoints,” cause a reduction in the front-end sales charge (as described above in the “Investor A Shares — Initial Shares Charge Options” section). Additionally, the front-end sales charge can be reduced or eliminated through one or a combination of the following: a Letter of Intent , the right of accumulation , the reinstatement privilege (described under “Account Services and Privileges”), or a waiver of the sales charge (described below). Reductions or eliminations through the right of accumulation or Letter of Intent will apply to the value of all qualifying holdings in shares of mutual funds sponsored and advised by BlackRock or its affiliates (“BlackRock Funds”) owned by: (a) the investor, (b) the investor’s spouse and any children under the age of 21, or (c) a trustee or fiduciary of a single trust estate or single fiduciary account. For this purpose, the value of an investor’s holdings means the offering price of the newly purchased shares (including any applicable sales charge) plus the current value (including any sales charges paid) of all other shares the investor already holds taken together. These may include shares held in accounts held at a financial intermediary, including personal accounts, certain retirement accounts, UGMA/UTMA accounts, Joint Tenancy accounts, trust accounts and Transfer on Death accounts, as well as shares purchased by a trust of which the investor is a beneficiary. For purposes of the right of accumulation and Letter of Intent the investor may not combine with the investor’s other holdings shares held in pension, profit sharing or other employee benefit plans if those shares are held in the name of a nominee or custodian.

In order to receive a reduced sales charge, at the time an investor purchases shares of the Fund, the investor should inform the financial professional, financial intermediary or the BlackRock Funds of any other shares of the Fund or any other BlackRock Fund owned by: (a) the investor, (b) the investor’s spouse and any children under the age of 21, or (c) a trustee or fiduciary of a single trust estate or single fiduciary account. Failure by the investor to notify the financial professional, financial intermediary or the BlackRock Funds, may result in the investor not receiving the sales charge reduction to which the investor is otherwise entitled.

The financial professional, financial intermediary or the BlackRock Funds may request documentation — including account statements and records of the original cost of the shares owned by the investor, the investor’s spouse and/or children under the age of twenty one — showing that the investor qualifies for a reduced sales charge. The investor should retain these records because — depending on where an account is held or the type of account — the Fund and/or the investor’s financial professional, financial intermediary or the BlackRock Funds may not be able to maintain this information.

For more information, see the SAI or contact your financial professional or financial intermediary.

Letter of Intent

An investor may qualify for a reduced front-end sales charge immediately by signing a “Letter of Intent” stating the investor’s intention to buy a specified amount of Investor or Institutional Shares in one or more BlackRock Funds within the next 13 months that would, if bought all at once, qualify the investor for a reduced sales charge. The initial investment must meet the minimum initial purchase requirement. The 13-month Letter of Intent period commences on the day that the Letter of Intent is received by the Fund, and the investor must tell the Fund that later purchases are subject to the Letter of Intent. Purchases submitted prior to the date the Letter of Intent is received by the Fund are not counted toward the sales charge reduction. During the term of the Letter of Intent, the Fund will hold Investor A Shares representing up to 5% of the indicated amount in an escrow account for payment of a higher sales load if the full amount indicated in the Letter of Intent is not purchased. If the full amount indicated is not purchased within the 13-month period, and the investor does not pay the higher sales load within 20 days, the Fund will redeem enough of the Investor A Shares held in escrow to pay the difference.

Right of Accumulation

Investors have a “right of accumulation” under which the current value of an investor’s existing Investor and Institutional Shares in most BlackRock Funds may be combined with the amount of the current purchase in determining whether an investor qualifies for a breakpoint and a reduced front-end sales charge. Financial intermediaries may value current holdings of their customers differently for purposes of determining whether an investor qualifies for a breakpoint and a reduced front-end sales charge, although customers of the same financial intermediary will be treated similarly. In order to use this right, the investor must alert BlackRock to the existence of any previously purchased shares.

Other Front-End Sales Charge Waivers

A sales charge waiver on a purchase of Investor A Shares may also apply for:

Authorized qualified employee benefit plans or savings plans and rollovers of current investments in a Fund through such plans
Persons investing through an authorized payroll deduction plan
Persons investing through an authorized investment plan for organizations that operate under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)
Registered investment advisers, trust companies and bank trust departments exercising discretionary investment authority with respect to amounts to be invested in a Fund
Persons associated with a Fund, a Fund’s Distributor, BlackRock, a Fund’s sub-adviser or PNC Global Investment Servicing (U.S.) Inc. (“PNC GIS” or the “Transfer Agent”), and their affiliates
Persons participating in a fee-based program under which they (i) pay advisory fees to a broker-dealer or other financial institution or (ii) pay fees to a broker-dealer or other financial institution for providing transaction processing and other administrative services, but not investment advisory services
Employees of MetLife

Investor A Shares at Net Asset Value

If you invest $1,000,000 or more in Investor A Shares, you will not pay any initial sales charge. However, if you redeem your Investor A Shares within 18 months after purchase, you may be charged a deferred sales charge of 1.00% of the lesser of the original cost of the shares being redeemed or your redemption proceeds. For a discussion on waivers see “Contingent Deferred Sales Charge Waivers”.

If you are eligible to buy both Investor A and Institutional Shares, you should buy Institutional Shares since Investor A Shares are subject to a front end sales charge and an annual 0.25% service fee, while Institutional Shares are not. The Distributor normally pays the annual Investor A Shares service fee to dealers as a shareholder servicing fee on a monthly basis.

Investor B and Investor C Shares — Deferred Sales Charge Options

If you select Investor B or Investor C Shares, you do not pay an initial sales charge at the time of purchase. However, if you redeem your Investor B Shares within six years or your Investor C Shares within one year after purchase, you may be required to pay a deferred sales charge. The charge will apply to the lesser of the original cost of shares being redeemed or the proceeds of your redemption and is calculated without regard to any redemption fee. You will also pay ongoing distribution fees of 0.75% and ongoing service fees of 0.25% for both classes of each Fund’s shares each year. Because these fees are paid out of each Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. The Distributor uses the money that it receives from the deferred sales charges and the distribution fees to cover the costs of marketing, advertising and compensating the financial professional or financial intermediary who assists you in purchasing Fund shares.

The Distributor currently pays dealers a sales concession of 4.00% of the purchase price of Investor B Shares from its own resources at the time of sale. The Distributor also normally pays the annual Investor B Shares service fee to dealers as a shareholder servicing fee on a monthly basis. The Distributor normally retains the Investor B Shares distribution fee.

The Distributor currently pays a sales concession of 1.00% of the purchase price of Investor C Shares to dealers from their own resources at the time of sale. The Distributor pays the annual Investor C Shares service fee as a shareholder servicing fee and the annual Investor C Shares distribution fee as an ongoing concession to dealers on a monthly basis for Investor C Shares held for over a year and normally retains the Investor C Shares distribution fee and service fee during the first year after purchase. Under certain circumstances, the Distributor will pay the full Investor C Shares distribution fee and service fee to dealers beginning in the first year after purchase in lieu of paying the sales concession.

Investor B Shares (Growth Fund, Value Fund and Core Fund)

If you redeem Investor B Shares of Growth Fund, Value Fund or Core Fund within six years after purchase, you may be charged a deferred sales charge. No deferred sales charge applies to shares that you buy through reinvestment of dividends or capital gains. When you redeem Investor B Shares, the redemption order is processed so that the lowest deferred sales charge is charged. Investor B Shares that are not subject to the deferred sales charge are redeemed first. After that, the Fund redeems the shares that have been held the longest. The amount of the charge gradually decreases as you hold your shares over time, according to the following schedule:


Years Since Purchase	Sales Charge ¹

0 – 1	4.50	%

1 – 2	4.00	%

2 – 3	3.50	%

3 – 4	3.00	%

4 – 5	2.00	%

5 – 6	1.00	%

6 and thereafter	0.00	%

The percentage charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption. Shares purchased prior to October 2, 2006, are subject to the 4.00% six-year contingent deferred sales charge schedule in effect at that time. Not all BlackRock Funds have identical deferred sales charge schedules. If you exchange your shares for shares of another BlackRock Fund, the original sales charge schedule will apply.

Any CDSC paid on a redemption of Investor B Shares expressed as a percentage of the applicable redemption amount may be higher or lower than the charge described due to rounding.

Your Investor B Shares convert automatically into Investor A Shares approximately eight years after purchase. Any Investor B Shares received through reinvestment of dividends paid on converting shares will also convert pro rata based on the amount of shares being converted. Investor A Shares are subject to lower annual expenses than Investor B Shares. The conversion of Investor B Shares to Investor A Shares is not a taxable event for Federal income tax purposes.

Different conversion schedules apply to Investor B Shares of different BlackRock Funds. For example, Investor B Shares of a fixed income fund typically convert approximately ten years after purchase compared to approximately eight years for equity funds. If you acquire your Investor B Shares in an exchange from another BlackRock Fund with a different conversion schedule, the conversion schedule that applies to the shares you acquire in the exchange will apply. The length of time that you hold both the original and exchanged Investor B Shares in both BlackRock Funds will count toward the conversion schedule. The conversion schedule may be modified in certain other cases as well.

Investor C Shares

If you redeem Investor C Shares within one year after purchase, you may be charged a deferred sales charge of 1.00%. The charge will apply to the lesser of the original cost of the shares being redeemed or the proceeds of your redemption and will be calculated without regard to any redemption fee. When you redeem Investor C Shares, the redemption order is processed so that the lowest deferred sales charge is charged. Investor C Shares that are not subject to the deferred sales charge are redeemed first. In addition, you will not be charged a deferred sales charge when you redeem shares that you acquire through reinvestment of Fund dividends or capital gains. Any CDSC paid on the redemptions of Investor C Shares expressed as a percentage of the applicable redemption amount may be higher or lower than the charge described due to rounding.

Investor C Shares do not offer a conversion privilege.

Contingent Deferred Sales Charge Waivers

The deferred sales charge relating to Investor A, Investor B and Investor C Shares may be reduced or waived in certain circumstances, such as:

Redemptions of shares purchased through authorized qualified employee benefit plans or savings plans and rollovers of current investments in a Fund through such plans;
Exchanges pursuant to the exchange privilege, as described in “How to Buy, Sell Exchange and Transfer Shares”;
Redemptions made in connection with minimum required distributions from IRA or 403(b)(7) accounts due to the shareholder reaching the age of 70 ¹ / ₂ ;
Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 59 ¹ / ₂ years old and you purchased your shares prior to October 2, 2006;
Redemptions made with respect to certain retirement plans sponsored by a Fund, BlackRock or an affiliate;
Redemptions resulting from shareholder death as long as the waiver request is made within one year of death or, if later, reasonably promptly following completion of probate (including in connection with the distribution of account assets to a beneficiary of the decedent);
Withdrawals resulting from shareholder disability (as defined in the Internal Revenue Code) as long as the disability arose subsequent to the purchase of the shares;
Involuntary redemptions made of shares in accounts with low balances;
Certain redemptions made through the Systematic Withdrawal Plan offered by a Fund, BlackRock or their affiliates;
Redemptions related to the payment of PNC Trust Company custodial IRA fees; and
Redemptions when a shareholder can demonstrate hardship, in the absolute discretion of the Fund.

Institutional Shares

Institutional Shares are not subject to any sales charge. Only certain investors are eligible to buy Institutional Shares. Your financial professional or other financial intermediary can help you determine whether you are eligible to buy Institutional Shares.

Eligible Institutional investors include the following:

Investors who currently own Institutional Shares of a Fund may make additional purchases of Institutional Shares of that Fund except for investors holding shares through certain omnibus accounts at financial intermediaries that are omnibus with the Fund and do not meet the applicable investment minimums;
Institutional and individual retail investors with a minimum investment of $2 million who purchase through certain broker-dealers or directly from the Fund;
Certain qualified retirement plans;
Investors in selected fee based programs;
Clients of registered investment advisors who have $250,000 invested in the Fund;
Trust department clients of PNC Bank and Merrill Lynch Bank & Trust Company, FSB and their affiliates for whom they (i) act in a fiduciary capacity (excluding participant directed employee benefit plans); (ii) otherwise have investment discretion; or (iii) act as custodian for at least $2 million in assets;
Unaffiliated banks, thrifts or trust companies that have agreements with the Distributor;
Holders of certain Merrill Lynch sponsored unit investment trusts (“UITs”) who reinvest dividends received from such UITs in shares of a Fund; and

Employees, officers and directors/trustees of BlackRock, Inc., BlackRock Funds, The PNC Financial Services Group, Inc. (“PNC”), Merrill Lynch & Co., Inc. (“Merrill Lynch”) or their respective affiliates.

Class R Shares (offered only by Growth Fund, Value Fund and Core Fund)

Class R Shares are available only to certain retirement and other similar plans. If you buy Class R Shares, you will pay neither an initial sales charge nor a contingent deferred sales charge. However, Class R Shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. Because these fees are paid out of a Fund’s assets on an ongoing basis, over time these fees increase the cost of your investment and may cost you more than paying other types of sales charges. Class R Shares do not offer a conversion privilege.

The Distributor currently pays the annual Class R Shares distribution fee and annual Class R Shares service fee to dealers as an ongoing concession and as a shareholder servicing fee, respectively, on a monthly basis.

How to Buy, Sell, Exchange and Transfer Shares

The chart on the following pages summarizes how to buy, sell, exchange and transfer shares through your financial professional or other financial intermediary. You may also buy, sell, exchange and transfer shares through BlackRock, if your account is held directly with BlackRock. To learn more about buying, selling, transferring or exchanging shares through BlackRock, call (800) 441-7762. Because the selection of a mutual fund involves many considerations, your financial professional or other financial intermediary may help you with this decision.

Each Fund may reject any purchase order, modify or waive the minimum initial or subsequent investment requirements for any shareholders and suspend and resume the sale of any share class of the Fund at any time for any reason.

In addition, the Funds may waive certain requirements regarding the purchase, sale, exchange or transfer of shares described below.

How to Buy Shares


	Your Choices	Important Information for You to Know

Initial Purchase	First, select the share class	Refer to the “Share Classes at a Glance” table in this prospectus (be
	appropriate for you	sure to read this p rospectus carefully). When you place your initial
		order, you must indicate which share class you select (if you do not
		specify a share class and do not qualify to purchase Institutional
		Shares, you will receive Investor A Shares).

		Certain factors, such as the amount of your investment, your time
		frame for investing, and your financial goals, may affect which share
		class you choose. Your financial representative can help you
		determine which share class is appropriate for you.

		Class R Shares are available only to certain retirement and other
		similar plans.

	Next, determine the amount	Refer to the minimum initial investment in the “Share Classes at a
	of your investment	Glance” table of this prospectus. Be sure to note the maximum
		investment amounts for Investor B and Investor C Shares.

		See “Account Information — Details a bout the Share Classes” for
		information on a lower initial investment requirement for certain Fund
		investors if their purchase, combined with purchases by other
		investors received together by the Fund, meets the minimum
		investment requirement.

	Have your financial	The price of your shares is based on the next calculation of the Fund’s
	professional or financial	net asset value after your order is placed. Any purchase orders placed
	intermediary submit your	prior to the close of business on the New York Stock Exchange (the
	purchase order	“Exchange”) (generally 4:00 p.m. Eastern time) will be priced at the
		net asset value determined that day. Certain financial intermediaries,
		however, may require submission of orders prior to that time.

		Purchase orders placed after that time will be priced at the net asset value
		determined on the next business day. Each Fund may reject any order to
		buy shares and may suspend the sale of shares at any time. Other
		financial intermediaries may charge a processing fee to confirm a purchase.

	Or contact BlackRock (for	To purchase shares directly with BlackRock, call (800) 441-7762 and
	accounts held directly with	request a new account application. Mail the completed application
	BlackRock)	along with a check payable to “BlackRock Funds” to the Transfer Agent
		at the address on the application.

Add to Your	Purchase additional shares	The minimum investment for additional purchases is generally $50 for
Investment		all accounts except that certain retirement plans may have a lower
		minimum for additional purchases and certain programs, such as the
		automatic investment plans, may have higher minimums. (The
		minimums for additional purchases may be waived under certain
		circumstances.)

	Have your financial professional	To purchase additional shares you may contact your financial professional
	or financial intermediary submit	or financial intermediary. For more details on purchasing by Internet see
	your purchase order for	below.
	additional shares

	Or contact BlackRock (for	Purchase by Telephone: Call (800) 441-7762 and speak with one of
	accounts held directly with	our representatives. Each Fund has the right to reject any telephone
	BlackRock)	request for any reason.

		Purchase in Writing: You may send a written request to BlackRock at
		the address on the back cover of this prospectus.

		Purchase by VRU: Investor Shares may also be purchased by use of the
		Fund’s automated voice response unit service (VRU) at (800) 441-7762.

		Purchase by Internet: You may purchase your shares, and view
		activity in your account, by logging onto the BlackRock website at
		www.blackrock.com/funds. Purchases made on the Internet using ACH
		will have a trade date that is the day after the purchase is made.
		Certain institutional clients’ purchase orders for Institutional Shares
		placed by wire prior to the close of business on the Exchange will be
		placed at the net asset value determined that day. Contact your
		financial intermediary or BlackRock for further information. Each Fund
		limits Internet purchases in shares of the Fund to $25,000 per trade.
		Different maximums may apply to certain institutional investors.

How to Buy Shares


	Your Choices	Important Information for You to Know

Add to Your	Or contact BlackRock (for	Please read the On-Line Services Disclosure Statement and User
Investment	accounts held directly with	Agreement, the Terms and Conditions page and the Consent to
(continued)	BlackRock) (continued)	Electronic Delivery Agreement (if you consent to electronic delivery),
		before attempting to transact online.

		The Fund s employ reasonable procedures to confirm that transactions
		entered over the Internet are genuine. By entering into the User
		Agreement with a Fund in order to open an account through the
		website, the shareholder waives any right to reclaim any losses from
		the Fund or any of its affiliates, incurred through fraudulent activity.

	Acquire additional shares by	All dividends and capital gains distributions are automatically
	reinvesting dividends and	reinvested without a sales charge. To make any changes to your
	capital gains	dividend and/or capital gains distributions options, please call
		(800) 441-7762, or contact your financial professional (if your account
		is not held directly with BlackRock).

	Participate in the Automatic	BlackRock’s Automatic Investment Plan (“AIP”) allows you to
	Investment Plan (AIP)	invest a specific amount on a periodic basis from your checking or
		savings account into your investment account.

		Refer to the “Account Services and Privileges” section of this
		prospectus for additional information.

How to Pay for	Making payment for	Payment for an order must be made in Federal funds or other
Shares	purchases	immediately available funds by the time specified by your financial
		professional or financial intermediary, but in no event later than 4:00
		p.m. (Eastern time) on the third business day (in the case of Investor
		Shares) or first business day (in the case of Institutional Shares)
		following BlackRock’s receipt of the order. If payment is not received
		by this time, the order will be canceled and you and your financial
		professional or financial intermediary will be responsible for any loss
		to the Fund.

		For shares purchased directly from a Fund, a check payable to
		BlackRock Funds which bears the name of the fund you are
		purchasing must accompany a completed purchase application.

		There is a $20 fee for each purchase check that is returned due to
		insufficient funds. The Fund s do not accept third-party checks. You
		may also wire Federal funds to the Fund to purchase shares, but you
		must call (800) 441-7762 before doing so to confirm the wiring
		instructions.

How to Sell Shares


	Your Choices	Important Information for You to Know

Full or Partial	Have your financial	You can make redemption requests through your financial
Redemption of	professional or other financial	professional. Shareholders should indicate whether they are redeeming
Shares	intermediary submit your	Investor A, Investor B, Investor C, Institutional or Class R Shares. The
	sales order	price of your shares is based on the next calculation of the Fund’s net
		asset value after your order is placed. For your redemption request to
		be priced at the net asset value on the day of your request, you must
		submit your request to your financial professional or financial
		intermediary prior to that day’s close of business on the Exchange
		(generally 4:00 p.m. Eastern time). Certain financial intermediaries,
		however, may require submission of orders prior to that time. Any
		redemption request placed after that time will be priced at the net
		asset value at the close of business on the next business day.

		Financial intermediaries may charge a fee to process a redemption of
		shares. Shareholders should indicate which class of shares they are
		redeeming.

		Each Fund may reject an order to sell shares under certain circumstances.

	Selling shares held directly	Methods of Redeeming
	with BlackRock
		Redeem by Telephone: You may sell Investor S hares held at
		BlackRock by telephone request if certain conditions are met and if the
		amount being sold is less than (i) $100,000 for payments by check or
		(ii) $250,000 for payments through the Automated Clearing House
		Network (“ACH”) or wire transfer s . Certain r edemption requests , such
		as those in excess of these amounts , must be in writing with a
		medallion signature guarantee. For Institutional Shares, certain
		redemption requests may require written instructions with a medallion
		signature guarantee. Call (800) 441-7762 for details. You can obtain a
		medallion signature guarantee stamp from a bank, securities dealer,
		securities broker, credit union, savings and loan association, national
		securities exchange or registered securities association. A notary
		public seal will not be acceptable.

		Each Fund, its administrators and the Distributor will employ
		reasonable procedures to confirm that instructions communicated by
		telephone are genuine. A Fund and its service providers will not be
		liable for any loss, liability, cost or expense for acting upon telephone
		instructions that are reasonably believed to be genuine in accordance
		with such procedures. A Fund may refuse a telephone redemption
		request if it believes it is advisable to do so.

		During periods of substantial economic or market change, telephone
		redemptions may be difficult to complete. Please find below alternative
		redemption methods.

		Redeem by VRU: Investor shares may also be redeemed by use of the
		Fund’s automated voice response unit service (“VRU”). Payment for
		Investor shares redeemed by VRU may be made for non-retirement
		accounts in amounts up to $25,000, either through check, ACH or wire.

		Redeem by Internet: You may redeem in your account by logging onto
		the BlackRock website at www.blackrock.com/funds. Proceeds from
		Internet redemptions may be sent via check, ACH or wire to the bank
		account of record. Payment for Investor shares redeemed by Internet
		may be made for non-retirement accounts in amounts up to $25,000,
		either through check, ACH or wire. Different maximums may apply to
		investors in Institutional Shares.

		Redeem in Writing: You may sell shares held at BlackRock by writing
		to BlackRock. All shareholders on the account must sign the letter. A
		medallion signature guarantee will generally be required but may be
		waived in certain limited circumstances. You can obtain a medallion
		signature guarantee stamp from a bank, securities dealer, securities
		broker, credit union, savings and loan association, national securities
		exchange or registered securities association. A notary public seal will
		not be acceptable. If you hold stock certificates, return the certificates
		with the letter. Proceeds from redemptions may be sent via check,
		ACH or wire to the bank account of record.

		Payment of Redemption Proceeds: Redemption proceeds may be
		paid by check or, if the Fund has verified banking information on file,
		through ACH or by wire transfer.


How to Sell Shares
	Your Choices	Important Information for You to Know

Full or Partial	Selling shares held directly	Payment by Check: BlackRock will normally mail redemption proceeds
Redemption of	with BlackRock (continued)	within seven days following receipt of a properly completed request.
Shares (continued)		Shares can be redeemed by telephone and the proceeds sent by
		check to the shareholder at the address on record. Shareholders will
		pay $15 for redemption proceeds sent by check via overnight mail.
		You are responsible for any additional charges imposed by your bank
		for this service.

		Payment by Wire Transfer: Payment for redeemed shares for which a
		redemption order is received before 4:00 p.m. (Eastern time) on a
		business day is normally made in Federal funds wired to the
		redeeming shareholder on the next business day, provided that the
		Fund’s custodian is also open for business. Payment for redemption
		orders received after 4:00 p.m. (Eastern time) or on a day when the
		Fund’s custodian is closed is normally wired in Federal funds on the
		next business day following redemption on which the Fund’s custodian
		is open for business. Each Fund reserves the right to wire redemption
		proceeds within seven days after receiving a redemption order if, in the
		judgment of the Fund, an earlier payment could adversely affect a
		Fund.

		If a shareholder has given authorization for expedited redemption,
		shares can be redeemed by Federal wire transfer to a single previously
		designated bank account. Shareholders will pay $7.50 for redemption
		proceeds sent by Federal wire transfer. You are responsible for any
		additional charges imposed by your bank for this service. No charge for
		wiring redemption payments with respect to Institutional Shares is
		imposed by the Fund.

		The Fund s are not responsible for the efficiency of the Federal wire
		system or the shareholder’s firm or bank. To change the name of the
		single, designated bank account to receive wire redemption proceeds,
		it is necessary to send a written request to the Fund at the address on
		the back cover of this prospectus.

		Payment by ACH: Redemption proceeds may be sent to the
		shareholder’s bank account (checking or savings) via ACH. Payment for
		redeemed shares for which a redemption order is received before
		4:00 p.m. (Eastern time) on a business day is normally sent to the
		redeeming shareholder the next business day, with receipt at the
		receiving bank within the next two business days (48-72 hours);
		provided that a Fund’s custodian is also open for business. Payment
		for redemption orders received after 4:00 p.m. (Eastern time) or on a
		day when a Fund’s custodian is closed is normally sent on the next
		business day following redemption on which the Fund’s custodian is
		open for business.

		Each Fund reserves the right to send redemption proceeds within seven
		days after receiving a redemption order if, in the judgment of the Fund,
		an earlier payment could adversely affect the Fund. No charge for
		sending redemption payments via ACH is imposed by the Fund.
		* * *
		If you make a redemption request before the Fund has collected
		payment for the purchase of shares, the Fund may delay mailing your
		proceeds. This delay will usually not exceed ten days.

How to Exchange Shares or Transfer your Account


	Your Choices	Important Information for You to Know

Exchange	Selling shares of one fund to	Investor A, Investor B, Investor C and Institutional Shares of the Funds
Privilege	purchase shares of another	are generally exchangeable for shares of the same class of another
	fund (“exchanging”)	BlackRock Fund. No exchange privilege is available for Class R Shares.

		You can exchange $1,000 or more of Investor A, Investor B or Investor
		C Shares from one fund into the same class of another fund which
		offers that class of shares (you can exchange less than $1,000 of
		Investor A, Investor B or Investor C Shares if you already have an
		account in the fund into which you are exchanging). Investors who
		currently own Institutional Shares of a Fund may make exchanges into
		Institutional Shares of other funds except for investors holding shares
		through certain client accounts at financial professionals that are
		omnibus with the Fund and do not meet applicable minimums. There
		is no required minimum amount with respect to exchanges of
		Institutional Shares.

		You may only exchange into a share class and fund that are open to
		new investors or in which you have a current account if the fund is
		closed to new investors. If you held the exchanged shares for 30 days
		or less you may be charged a redemption fee (please refer to the
		“Redemption Fee” section of this prospectus for additional information).

		Some of the BlackRock Funds impose a different initial or deferred
		sales charge schedule. The CDSC will continue to be measured from
		the date of the original purchase. The CDSC schedule applicable to
		your original purchase will apply to the shares you receive in the
		exchange and any subsequent exchange.

		To exercise the exchange privilege, you may contact your financial
		professional or financial intermediary. Alternatively, if your account is
		held directly with BlackRock, you may: (i) call (800) 441-7762 and
		speak with one of our representatives, (ii) make the exchange via the
		Internet by accessing your account online at
		www.blackrock.com/funds, or (iii) send a written request to the Fund
		at the address on the back cover of this prospectus. Please note, if
		you indicated on your New Account Application that you did not want
		the Telephone Exchange Privilege, you will not be able to place
		exchanges via the telephone until you update this option either in
		writing or by calling (800) 441-7762. The Fund s have the right to reject
		any telephone request for any reason.

		Although there is currently no limit on the number of exchanges that
		you can make, the exchange privilege may be modified or terminated
		at any time in the future. Each Fund may suspend or terminate your
		exchange privilege at any time for any reason, including if the Fund
		believes, in its sole discretion that you are engaging in market timing
		activities. See “Short - Term Trading Policy” below. For Federal income
		tax purposes a share exchange is a taxable event and a capital gain or
		loss may be realized. Please consult your tax adviser or other financial
		professional before making an exchange request.

Transfer Shares to	Transfer to a participating	You may transfer your shares of the Fund only to another securities
Another Financial	financial intermediary	dealer that has entered into an agreement with the Distributor.
Intermediary		Certain shareholder services may not be available for the transferred
		shares. All future trading of these assets must be coordinated by the
		receiving firm.

		If your account is held directly with BlackRock, you may call
		(800) 441-7762 with any questions; otherwise please contact your
		financial intermediary to accomplish the transfer of shares.

	Transfer to a non-participating	You must either:
	financial intermediary	•Transfer your shares to an account with the Fund; or
		•Sell your shares, paying any applicable deferred sales charge.
		If your account is held directly with BlackRock, you may call
		(800) 441-7762 with any questions; otherwise please contact your
		financial intermediary to accomplish the transfer of shares.

Account Services and Privileges

The following table provides examples of account services and privileges available in your BlackRock account. Certain of these account services and privileges are only available to shareholders of Investor Shares whose accounts are held directly with BlackRock. If your account is held directly with BlackRock, please call (800) 441-7762 or visit www.blackrock.com/funds for additional information as well as forms and applications. Otherwise, please contact your financial professional for assistance in requesting one or more of the following services and privileges.



Automatic	Allows systematic	BlackRock’s AIP allows you to invest a specific amount on a periodic
Investment Plan	investments on a periodic	basis from your checking or savings account into your investment
(AIP)	basis from checking or	account. You may apply for this option upon account opening or by
	savings account.	completing the Automatic Investment Plan application. The minimum
		investment amount for an automatic investment plan is $50 per
		portfolio.

Dividend Allocation	Automatically invests your	Dividend and capital gains distributions may be reinvested in your
Plan	distributions into another	account to purchase additional shares or paid in cash. Using the
	BlackRock fund of your	Dividend Allocation Plan, you can direct your distributions to your bank
	choice pursuant to your	account (checking or savings), to purchase shares of another fund at
	instructions, without any fees	BlackRock without any fees or sales charges, or by check to special
	or sales charges.	payee. Please call (800) 441-7762 for details. If investing into another
		fund at BlackRock, the receiving fund must be open to new purchases.

EZ Trader	Allows an investor to	(NOTE: This option is offered to shareholders whose accounts are held
	purchase or sell Investor	directly with BlackRock. Please speak with your financial professional if
	class shares by telephone or	your account is held elsewhere).
	over the Internet through
	ACH.	Prior to establishing an EZ Trader account, please contact your bank to
		confirm that it is a member of the ACH system. Once confirmed,
		complete an application, making sure to include the appropriate bank
		information, and return the application to the address listed on the form.

		Prior to placing a telephone or internet purchase or sale order, please
		call (800) 441-7762 to confirm that your bank information has been
		updated on your account. Once this is established, you may place your
		request to sell shares with the Fund by telephone or Internet.

		Proceeds will be sent to your pre-designated bank account.

Systematic	This feature can be used by	A minimum of $10,000 in the initial BlackRock Fund is required and
Exchange Plan	investors to systematically	investments in any additional funds must meet minimum initial
	exchange money from one	investment requirements.
	fund to up to four other funds.

Systematic	This feature can be used by	To start a Systematic Withdrawal Plan (“SWP”) a shareholder must
Withdrawal Plan	investors who want to receive	have a current investment of $10,000 or more in a BlackRock Fund.
(SWP)	regular distributions from
	their accounts.	Shareholders can elect to receive cash payments of $50 or more at
		any interval they choose. Shareholders may sign up by completing the
		SWP Application Form which may be obtained from BlackRock.

		Shareholders should realize that if withdrawals exceed income the
		invested principal in their account will be depleted.

		To participate in the SWP, shareholders must have their dividends
		reinvested. Shareholders may change or cancel the SWP at any time,
		with a minimum of 24 hours notice. If a shareholder purchases
		additional Investor A Shares of a fund at the same time he or she
		redeems shares through the SWP, that investor may lose money
		because of the sales charge involved. No CDSC will be assessed on
		redemptions of Investor A, Investor B or Investor C Shares made
		through the SWP that do not exceed 12% of the account’s net asset
		value on an annualized basis. For example, monthly, quarterly, and
		semi-annual SWP redemptions of Investor A, Investor B or Investor C
		Shares will not be subject to the CDSC if they do not exceed 1%, 3%
		and 6%, respectively, of an account’s net asset value on the
		redemption date. SWP redemptions of Investor A, Investor B or Investor
		C Shares in excess of this limit will still pay any applicable CDSC.

		Ask your financial adviser or financial intermediary for details.



Reinstatement	If you redeem Investor A or Institutional Shares, and within 60 days
Privilege	buy new Investor A Shares of the SAME fund, you will not pay a sales
	charge on the new purchase amount. This right may be exercised
	once a year and within 60 days of the redemption, provided that the
	investor A Share class of that fund is currently open to new investors
	or the shareholder has a current account in that closed fund. Shares
	will be purchased at the net asset value calculated at the close of
	trading on the day the request is received. To exercise this privilege,
	the Fund must receive written notification from the shareholder of
	record or the financial professional of record, at the time of purchase.
	Investors should consult a tax adviser concerning the tax
	consequences of exercising this reinstatement privilege.

Fund s ’ Rights

Each Fund may:

Suspend the right of redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act,
Postpone date of payment upon redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares,
Redeem shares for property other than cash if conditions exist which make cash payments undesirable in accordance with its rights under the Investment Company Act, and
Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level.

Note on Low Balance Accounts. Because of the high cost of maintaining smaller shareholder accounts, a Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $500 (or the minimum required initial investment for Institutional Shares) due to redemptions you have made. You will be notified that the value of your account is less than $500 (or the minimum required initial investment for Institutional Shares) before a Fund makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $500 (or the minimum required initial investment for Institutional Shares) before a Fund takes any action. This involuntary redemption does not apply to accounts of authorized qualified employee benefit plans, selected fee-based programs or accounts established under the Uniform Gifts or Transfers to Minors Acts.

Participation in Fee-Based Programs

If you participate in certain fee-based programs offered by BlackRock or an affiliate of BlackRock, or selected securities dealers or other financial intermediaries that have agreements with the Distributor or in certain fee-based programs in which BlackRock participates, you may be able to buy Institutional Shares, including by exchanges from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances. You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to distribution and service fees. This may be a taxable event and you will pay any applicable sales charges or redemption fee.

Shareholders that participate in a fee-based program generally have two options at termination. The program can be terminated and the shares liquidated or the program can be terminated and the shares held in an account. In general, when a shareholder chooses to continue to hold the shares, whatever share class was held in the program can be held after termination. Shares that have been held for less than specified periods within the program may be subject to a fee upon redemption. Shareholders that held Investor A or Institutional Shares in the program are eligible to purchase additional shares of the respective share class of a Fund, but may be subject to upfront sales charges with respect to Investor A Shares. Additional purchases of Institutional Shares are available only if you have an existing position at the time of purchase or are otherwise eligible to purchase Institutional Shares.

Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your financial professional, selected securities dealer or other financial intermediary.

Short-Term Trading Policy

The Board of Directors (the “Board”) of the Corporation has determined that the interests of long-term shareholders and each Fund’s ability to manage its investments may be adversely affected when shares are repeatedly bought, sold or exchanged in response to short-term market fluctuations — also known as “market timing.” The Funds are not designed for market timing organizations or other entities using programmed or frequent purchases and sales or exchanges. The exchange privilege is not intended as a vehicle for short-term trading. Excessive purchase and sale or exchange activity may interfere with portfolio management, increase expenses and taxes and may have an adverse effect on the performance of a Fund and its returns to shareholders. For example, large flows of cash into and out of a Fund may require the management team to allocate a significant amount of assets to cash or other short-term investments or sell securities, rather than maintaining such assets in securities selected to achieve the Fund’s investment goal. Frequent trading may cause a Fund to sell securities at less favorable prices, and transaction costs, such as brokerage commissions, can reduce a Fund’s performance.

A Fund that invests in non-U.S. securities is subject to the risk that an investor may seek to take advantage of a delay between the change in value of the Fund’s portfolio securities and the determination of the Fund’s net asset value as a result of different closing times of U.S. and non-U.S. markets by buying or selling Fund shares at a price that does not reflect their true value. A similar risk exists for Funds that invest in securities of small capitalization companies, securities of issuers located in emerging markets or high yield securities (“junk bonds”) that are thinly traded and therefore may have actual values that differ from their market prices. This short-term arbitrage activity can reduce the return received by long-term shareholders. Each Fund will seek to eliminate these opportunities by using fair value pricing, as described in “Valuation of Fund Investments” below.

The Funds discourage market timing and seek to prevent frequent purchases and sales or exchanges of Fund shares that it determines may be detrimental to a Fund or long-term shareholders. The Board has approved the policies discussed below to seek to deter market timing activity. The Board has not adopted any specific numerical restrictions on purchases, sales and exchanges of Fund shares because certain legitimate strategies will not result in harm to the Funds or shareholders.

If as a result of its own investigation, information provided by a financial intermediary or other third party, or otherwise, a Fund believes, in its sole discretion, that your short-term trading is excessive or that you are engaging in market timing activity, it reserves the right to reject any specific purchase or exchange order. If a Fund rejects your purchase or exchange order, you will not be able to execute that transaction, and the Fund will not be responsible for any losses you therefore may suffer. For transactions placed directly with a Fund, the Fund may consider the trading history of accounts under common ownership or control for the purpose of enforcing these policies. Transactions placed through the same financial intermediary on an omnibus basis may be deemed part of a group for the purpose of this policy and may be rejected in whole or in part by a Fund. Certain accounts, such as omnibus accounts and accounts at financial intermediaries, however, include multiple investors and such accounts typically provide a Fund with net purchase or redemption and exchange requests on any given day where purchases, redemptions and exchanges of shares are netted against one another and the identity of individual purchasers, redeemers and exchangers whose orders are aggregated may not be known by a Fund. While the Funds monitor for market timing activity, the Funds may be unable to identify such activities because the netting effect in omnibus accounts often makes it more difficult to locate and eliminate market timers from the Funds. The Distributor has entered into agreements with respect to financial professionals, and other financial intermediaries that maintain omnibus accounts with the Funds pursuant to which such financial professionals and other financial intermediaries undertake to cooperate with the Distributor in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent short-term or excessive trading in the Funds’ shares through such accounts. Identification of market timers may also be limited by operational systems and technical limitations. In the event that a financial intermediary is determined by the Fund to be engaged in market timing or other improper trading activity, the Funds’ Distributor may terminate such financial intermediary’s agreement with the distributor, suspend such financial intermediary’s trading privileges or take other appropriate actions.

Certain BlackRock Funds will automatically assess and retain a fee of 2.00% of the current net asset value, after excluding the effect of any contingent deferred sales charges, of shares being redeemed or exchanged within 30 days of acquisition (other than those acquired through reinvestment of dividends or other distributions). See “Redemption Fee” below.

There is no assurance that the methods described above will prevent market timing or other trading that may be deemed abusive.

The Funds may from time to time use other methods that they believe are appropriate to deter market timing or other trading activity that may be detrimental to a Fund or long-term shareholders.

Redemption Fee

The Funds do not charge a redemption fee. However, certain BlackRock Funds listed below (the “Applicable Funds”) charge a 2.00% redemption fee on the proceeds (calculated at market value) of a redemption (either by sale or exchange) of Applicable Fund shares made within 30 days of purchase.

The following BlackRock Funds assess redemption fees:


EQUITY

BlackRock All-Cap Energy & Resources Portfolio	BlackRock International Opportunities Portfolio
BlackRock Aurora Portfolio	BlackRock International Value Fund
BlackRock Energy & Resources Portfolio	BlackRock Latin America Fund, Inc.
BlackRock EuroFund	BlackRock Pacific Fund, Inc.
BlackRock Global Allocation Fund, Inc.	BlackRock Science & Technology Opportunities Portfolio
BlackRock Global Dynamic Equity Fund	BlackRock Small Cap Core Equity Portfolio
BlackRock Global Emerging Markets Fund, Inc.	BlackRock Small Cap Growth Equity Portfolio
BlackRock Global Financial Services Fund, Inc.	BlackRock Small Cap Growth Fund II
BlackRock Global Growth Fund, Inc.	BlackRock Small Cap Index Fund
BlackRock Global Opportunities Portfolio	BlackRock Small Cap Value Equity Portfolio
BlackRock Global SmallCap Fund, Inc.	BlackRock Small/Mid-Cap Growth Portfolio
BlackRock Health Sciences Opportunities Portfolio	BlackRock U.S. Opportunities Portfolio
BlackRock International Diversification Fund	BlackRock Value Opportunities Fund, Inc.
BlackRock International Fund	MFS Research International FDP Fund
BlackRock International Index Fund


FIXED INCOME

BlackRock Emerging Market Debt Portfolio	BlackRock International Bond Portfolio
BlackRock High Income Fund	BlackRock Strategic Income Portfolio
BlackRock High Yield Bond Portfolio	BlackRock World Income Fund, Inc.

Distribution and Service Payments

The Corporation has adopted a plan with respect to each share class (the “Plan”) that allows each Fund to pay distribution or service fees for the sale of its shares under Rule 12b-1 of the Investment Company Act, and shareholder servicing fees for certain services provided to its shareholders.

Plan Payments

Under the Plan, Investor B, Investor C and Class R Shares pay a fee (“distribution fees”) to the Distributor and/or its affiliates, including PNC and its affiliates, and to Merrill Lynch and/or Bank of America Corporation (“BAC”) and their affiliates, for distribution and sales support services. The distribution fees may be used to pay the Distributor for distribution services and to pay the Distributor and affiliates of BlackRock and PNC or Merrill Lynch and BAC for sales support services provided in connection with the sale of Investor B, Investor C and Class R Shares. The distribution fees may also be used to pay brokers, dealers, financial institutions and industry professionals (including BlackRock, PNC, Merrill Lynch, BAC and their respective affilliates) (each a “Financial Intermediary”) for sales support services and related expenses. All Investor B, Investor C and Class R Shares pay a maximum distribution fee per year that is a percentage of the average daily net asset value of the applicable Fund attributable to Investor B, Investor C and Class R Shares. Institutional and Investor A Shares do not pay a distribution fee.

Under the Plan, the Corporation also pays shareholder servicing fees (also referred to as shareholder liaison services fees) on behalf of each Fund to Financial Intermediaries for providing support services to their customers who own Investor A, Investor B, Investor C and Class R Shares. The shareholder servicing fee payment is calculated as a percentage of the average daily net asset value of Investor A, Investor B, Investor C and Class R Shares of each Fund. All Investor A, Investor B, Investor C and Class R Shares pay this shareholder servicing fee. Institutional Shares do not pay a shareholder servicing fee.

In return for the shareholder servicing fee, Financial Intermediaries (including BlackRock) may provide one or more of the following services to their customers who own Investor A, Investor B, Investor C and Class R Shares:

Responding to customer questions on the services performed by the Financial Intermediary and investments in Investor A, Investor B, Investor C and Class R Shares;
Assisting customers in choosing and changing dividend options, account designations and addresses; and
Providing other similar shareholder liaison services.

The shareholder servicing fees payable pursuant to the Plans are paid to compensate Financial Intermediaries for the administration and servicing of shareholder accounts and are not costs which are primarily intended to result in the sale of a Fund’s shares.

Because the fees paid by the Funds under the Plans are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. In addition, the distribution fees paid by Investor B, Investor C and Class R Shares may over time cost investors more than the front-end sales charge on Investor A Shares. For more information on the Plans, including a complete list of services provided thereunder, see the SAI.

Other Payments by the Funds

In addition to, rather than in lieu of, distribution and shareholder servicing fees that a Fund may pay to a Financial Intermediary pursuant to a Plan and fees that a Fund pays to its Transfer Agent, BlackRock on behalf of a Fund, may enter into non-Plan agreements with a Financial Intermediary pursuant to which the Fund will pay a Financial Intermediary for administrative, networking, recordkeeping, sub-transfer agency and shareholder services. These non-Plan payments are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a Financial Intermediary or (2) a fixed dollar amount for each account serviced by a Financial Intermediary. The aggregate amount of these payments may be substantial.

Other Payments by BlackRock

The Plans permit BlackRock, the Distributor and their affiliates to make payments relating to distribution and sales support activities out of their past profits or other sources available to them (and not as an additional charge to the Funds). From time to time, BlackRock, the Distributor or their affiliates also may pay a portion of the fees for administrative, networking, recordkeeping, sub-transfer agency and shareholder services described above at its or their own expense and out of its or their profits. BlackRock, the Distributor and their affiliates may compensate affiliated and unaffiliated Financial Intermediaries for the sale and distribution of shares of the Funds or for these other services to the Funds and shareholders. These payments would be in addition to the Fund payments described in this prospectus and may be a fixed dollar amount, may be based on the number of customer accounts maintained by the Financial Intermediary, or may be based on a percentage of the value of shares sold to, or held by, customers of the Financial Intermediary. The aggregate amount of these payments by BlackRock, the Distributor and their affiliates may be substantial. Payments by BlackRock may include amounts that are sometimes referred to as “revenue sharing” payments. In some circumstances, these revenue sharing payments may create an incentive for a Financial Intermediary, its employees or associated persons to recommend or sell shares of a Fund to you. Please contact your Financial Intermediary for details about payments it may receive from a Fund or from BlackRock, the Distributor or their affiliates. For more information, see the SAI.

Master/Feeder Structure

Each Feeder Fund is a series of the Corporation and is a “feeder” fund that invests all of its assets in a corresponding Master Portfolio of the Master LLC. Investors in a Feeder Fund will acquire an indirect interest in the corresponding Master Portfolio.

Each Master Portfolio accepts investments from other feeder funds, and all the feeder funds of a given Master Portfolio bear the Master Portfolio’s expenses in proportion to their assets. This structure may enable the Feeder Funds to reduce costs through economies of scale. A larger investment portfolio may also reduce certain transaction costs to the extent that contributions to and redemptions from a Master Portfolio from different feeder funds may offset each other and produce a lower net cash flow.

However, each feeder fund can set its own transaction minimums, fund-specific expenses, and other conditions. This means that one feeder fund could offer access to the same Master Portfolio on more attractive terms, or could experience better performance, than another feeder fund. In addition, large purchases or redemptions by one feeder fund could negatively affect the performance of other feeder funds that invest in the same Master Portfolio. Information about other feeders, if any, is available by calling (800) 441-7762.

Whenever a Master Portfolio holds a vote of its feeder funds, the Feeder Fund investing in that Master Portfolio will pass the vote through to its own shareholders. Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder fund could have more voting power than a Feeder Fund over the operations of its Master Portfolio.

A Feeder Fund may withdraw from its Master Portfolio at any time and may invest all of its assets in another pooled investment vehicle or retain an investment adviser to manage the Feeder Fund’s assets directly.

Management of the Funds

BlackRock

BlackRock is the manager to each of the Master Portfolios of the Master LLC and to Core Plus Fund and manages the investments and business operations of each Master Portfolio and Core Plus Fund subject to the oversight of the Board of Directors of the Master LLC or the Corporation, as applicable. While BlackRock is ultimately responsible for the management of the Master LLC and Core Plus Fund, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. BlackRock is an indirect wholly owned subsidiary of BlackRock, Inc.

BlackRock, a registered investment adviser, was organized in 1994 to perform advisory services for investment companies. BlackRock and its affiliates had approximately $1.307 trillion in investment company and other portfolio assets under management as of December 31, 2008.

The Master LLC, on behalf of each Master Portfolio, and the Corporation, on behalf of Core Plus Fund, have each entered into a management agreement (each a “Management Agreement”) with BlackRock. Pursuant to the Management Agreements, BlackRock is entitled to annual management fees as follows:

Master Growth Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Growth Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $5 billion	0.50	%

In excess of $5 billion	0.45	%

Master Value Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Value Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $3 billion	0.50	%

In excess of $3 billion	0.45	%

Master Core Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Core Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $1 billion	0.50	%

In excess of $1 billion but not exceeding $5 billion	0.45	%

In excess of $5 billion	0.40	%

Core Plus Fund Total Annual Management Fee (Before Waivers)

BlackRock receives as compensation for its services to the Core Plus Fund a fee equal to 1.20% of the Fund’s average daily net assets.

BlackRock has voluntarily agreed to waive and/or reimburse fees and/or expenses of Core Plus Fund in order to limit net annual fund operating expenses (excluding dividend expense, interest expense, acquired fund fees and expenses and certain other Fund expenses) to: 1.80% (for Investor A Shares), 2.50% (for Investor C Shares) and 1.50% (for Institutional Shares) of average daily net assets. BlackRock may discontinue or reduce this waiver of fees at any time without notice.

For the fiscal year ended October 31, 2008, each Fund paid BlackRock management fees, net of any applicable waivers, as a percentage of the Fund’s average daily net assets as follows:


Master Growth Portfolio	0.50	%

Master Value Portfolio	0.48	%

Master Core Portfolio	0.46	%

Core Plus Fund	0.98	%

BlackRock has sub-advisory agreements with respect to the Master Portfolios and with respect to Core Plus Fund with BlackRock Investment Management, LLC (the “Sub-Adviser”), an affiliate of BlackRock, under which BlackRock pays the Sub-Adviser a monthly fee at an annual rate equal to a percentage of the management fee paid to BlackRock under the Management Agreements. The Sub-Adviser is responsible for the day-to-day management of each Master Portfolio and of Core Plus Fund.

BlackRock also acts as the Administrator to each Feeder Fund. Each Feeder Fund pays BlackRock, as the Administrator, an administration fee at the annual rate of 0.25% of the average daily net assets of the respective Feeder Fund. BlackRock has agreed contractually to waive fees and/or reimburse direct expenses of Core Fund to the extent necessary to limit the ordinary annual operating expenses (excluding: (i) interest, taxes, brokerage commissions, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) expenses incurred indirectly by the Fund as a result of investments in other investment companies and pooled investment vehicles; (iii) other expenses attributable to, and incurred as a result of, Core Fund’s investments; and (iv) other extraordinary expenses not incurred in the ordinary course of Core Fund’s business) (a) with respect to Investor A Shares of Core Fund, to 1.11% of the average daily net assets of Core Fund attributable to Investor A Shares for the annual period and (b) with respect to Investor B Shares of Core Fund, to 1.91% of the average daily net assets of Core Fund attributable to Investor B Shares for the annual period.

A discussion of the basis of the Boards of Directors’ approval of the Management Agreements and sub-advisory agreements with respect to each Fund is included in the Funds’ annual shareholder report for the fiscal year ended October 31, 2008.

From time to time, a manager, analyst, or other employee of BlackRock or its affiliates may express views regarding a particular asset class, company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of BlackRock or any other person within the BlackRock organization. Any such views are subject to change at any time based upon market or other conditions and BlackRock disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for the Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of the Funds.

Portfolio Manager Information

Information regarding the portfolio managers of the Funds is set forth below. Further information regarding the portfolio managers, including other accounts managed, compensation, ownership of Fund shares, and possible conflicts of interest, is available in the SAI.

Growth Fund, Value Fund, Core Fund and Core Plus Fund

Growth Fund, Value Fund, Core Fund and Core Plus Fund are managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund.


Portfolio Manager	Primary Role	Since	Title and Recent Biography

Robert C. Doll, Jr., CFA	Responsible for the day-to-day	1999	Vice Chairman and Director of BlackRock, Inc.
	management of each Fund’s		since 2006; Global Chief Investment Officer for
	portfolio including setting the Fund’s		Equities, Chairman of the BlackRock Retail
	overall investment strategy and		Operating Committee and member of the
	overseeing the management of the		BlackRock Executive Committee since 2006;
	Funds		President of Merrill Lynch Investment Managers,
			L.P. (“MLIM”) and its affiliate, Fund Asset
			Management, L.P., from 2001 to 2006; President
			and a member of the Board of the funds advised
			by MLIM and its affiliates from 2005 to 2006.

Daniel Hanson, CFA	Responsible for the day-to-day	2008	Managing Director of BlackRock, Inc. since
	management of each Fund’s		200 9 ; Director of BlackRock from 2007 to
	portfolio including setting the Fund’s		2009; Member of MLIM’s Large Cap Series
	overall investment strategy and		T eam from 2003 to 2006 .
	overseeing the management of the
	Funds

Conflicts of Interest

The investment activities of BlackRock and its affiliates (including BlackRock, Inc. and PNC and their affiliates, directors, partners, trustees, managing members, officers and employees (collectively, the “Affiliates”)) and of BlackRock, Inc.’s significant shareholder, Merrill Lynch, and its affiliates, including BAC (each a “BAC Entity”), in the management of, or their interest in, their own accounts and other accounts they manage, may present conflicts of interest that could disadvantage the Funds and their shareholders. BlackRock and its Affiliates or BAC Entities provide investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of the funds. BlackRock and its Affiliates or BAC Entities are involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Funds. One or more Affiliates or BAC Entities act or may act as an investor, investment banker, research provider, investment manager, financier, advisor, market maker, trader, prime broker, lender, agent and principal, and have other direct and indirect interests, in securities, currencies and other instruments in which a Fund directly and indirectly invests. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which an Affiliate or a BAC Entity performs or seeks to perform investment banking or other services. One or more Affiliates or BAC Entities may engage in proprietary trading and advise accounts and funds that have investment objectives similar to those of the Funds and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Funds. The trading activities of these Affiliates or BAC Entities are carried out without reference to positions held directly or indirectly by the Funds and may result in an Affiliate or BAC Entity having positions that are adverse to those of the Funds. No Affiliate or BAC Entity is under any obligation to share any investment opportunity, idea or strategy with the Funds. As a result, an Affiliate or BAC Entity may compete with the Fund for appropriate investment opportunities. The results of the Funds’ investment activities, therefore, may differ from those of an Affiliate or a BAC Entity and of other accounts managed by an Affiliate or a BAC Entity, and it is possible that the Funds could sustain losses during periods in which one or more Affiliates or BAC Entities and other accounts achieve profits on their trading for proprietary or other accounts. The opposite result is also possible. In addition, the Funds may, from time to time, enter into transactions in which an Affiliate or a BAC Entity or its other clients have an adverse interest. Furthermore, transactions undertaken by Affiliate- or BAC Entity-advised clients may adversely impact the Funds. Transactions by one or more Affiliate- or BAC Entity-advised clients or BlackRock may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. The Funds’ activities may be limited because of regulatory restrictions applicable to one or more Affiliates or BAC Entities, and/or their internal policies designed to comply with such restrictions. In addition, the Funds may invest in securities of companies with which an Affiliate or a BAC Entity has or is trying to develop investment banking relationships or in which an Affiliate or a BAC Entity has significant debt or equity investments. The Funds also may invest in securities of companies for which an Affiliate or a BAC Entity provides or may some day provide research coverage. An Affiliate or a BAC Entity may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Funds or who engage in transactions with or for the Funds, and may receive compensation for such services. The Funds may also make brokerage and other payments to Affiliates or BAC Entities in connection with the Funds’ portfolio investment transactions.

Under a securities lending program approved by the Board of the Master LLC or the Corporation, as applicable, the Master Portfolios and Core Plus Fund have retained an affiliate of BlackRock to serve as the securities lending agent for the Master Portfolios or Core Plus Fund, as applicable, to the extent that the Master Portfolios or Core Plus Fund, as applicable, participate in the securities lending program. For these services, the lending agent may receive a fee from the Master Portfolios or Core Plus Fund, as applicable, including a fee based on the returns earned on the Master Portfolios’ or Core Plus Fund’s investment, as applicable, of the cash received as collateral for the loaned securities. In addition, one or more Affiliates or BAC Entities may be among the entities to which the Master Portfolios or Core Plus Fund, as applicable, may lend their portfolio securities under the securities lending program.

The activities of Affiliates or BAC Entities may give rise to other conflicts of interest that could disadvantage the Funds and their shareholders. BlackRock has adopted policies and procedures designed to address these potential conflicts of interest. See the SAI for further information.

Valuation of Fund Investments

the close of business on the Exchange, based on prices at the time of closing. The Exchange generally closes at 4:00 p.m. Eastern time. The net asset value used in determining your share price is the next one calculated after your purchase or redemption order is placed.

Generally, Institutional Shares will have the highest net asset value because that class has the lowest expenses, Investor A Shares will have a higher net asset value than Investor B, Investor C or Class R Shares, and Class R Shares will have a higher net asset value than Investor B or Investor C Shares. Also, dividends paid on Investor A, Institutional and Class R Shares will generally be higher than dividends paid on Investor B and Investor C Shares because Investor A, Institutional and Class R Shares have lower expenses.

The Funds’ assets are valued primarily on the basis of market quotations. Equity investments are valued at market value, which is generally determined using the last reported sale price on the exchange or market on which the security is primarily traded at the time of valuation. The Funds value fixed income portfolio securities using market prices provided directly from one or more broker-dealers, market makers, or independent third-party pricing services which may use matrix pricing and valuation models to derive values, each in accordance with valuation procedures approved by the Corporation’s Board. Certain short-term debt securities are valued on the basis of amortized cost.

Generally, trading in foreign securities, U.S. government securities, money market instruments and certain fixed income securities is substantially completed each day at various times prior to the close of business on the Exchange. The values of such securities used in computing the net asset value of a Fund’s shares are determined as of such times.

When market quotations are not readily available or are not believed by BlackRock to be reliable, a Fund’s investments are valued at fair value. Fair value determinations are made by BlackRock in accordance with procedures approved by the Corporation’s Board. BlackRock may conclude that a market quotation is not readily available or is unreliable if a security or other asset does not have a price source due to its lack of liquidity, if BlackRock believes a market quotation from a broker-dealer or other source is unreliable, if the security or other asset is thinly traded (e.g., municipal securities and certain non-U.S. securities) or when there is a significant event subsequent to the most recent market quotation. For this purpose, a “significant event” is deemed to occur if BlackRock determines, in its business judgment prior to or at the time of pricing a Fund’s assets, that it is likely that the event will cause a material change to the last closing market price of one or more assets held by the Fund. Foreign securities whose values are affected by volatility that occurs in U.S. markets on a trading day after the close of foreign securities markets may be fair valued.

The Fund may accept orders from certain authorized financial intermediaries or their designees. The Fund will be deemed to receive an order when accepted by the intermediary or designee and the order will receive the net asset value next computed by the Fund after such acceptance. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the financial intermediary could be held liable for any losses.

Dividends, Distributions and Taxes

BUYING A DIVIDEND

Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before the Fund

pays a dividend. The reason? If you buy shares when a fund has declared but not yet distributed ordinary income

or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of

a taxable dividend. Before investing you may want to consult your tax adviser.

Each Fund will distribute net investment income, if any, and net realized capital gain, if any, at least annually. Each Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. Dividends may be reinvested automatically in shares of a Fund at net asset value without a sales charge or may be taken in cash. If you would like to receive dividends in cash, contact your financial professional, financial intermediary or the applicable Fund. Although this cannot be predicted with any certainty, each Fund anticipates that the majority of its dividends, if any, will consist of capital gains. Capital gains may be taxable to you at different rates depending on how long the Fund held the assets sold.

You will pay tax on dividends from a Fund whether you receive them in cash or additional shares. If you redeem Fund shares or exchange them for shares of another fund, you generally will be treated as having sold your shares and any gain on the transaction may be subject to tax. Certain dividend income, including dividends received from qualifying foreign corporations, and long-term capital gains are eligible for taxation at a reduced rate that applies to non-corporate shareholders. To the extent a Fund makes any distributions derived from long-term capital gains and qualifying dividend income, such distributions will be eligible for taxation at the reduced rate.

If you are neither a tax resident nor a citizen of the United States or if you are a foreign entity, each Fund’s ordinary income dividends (which include distributions of net short-term capital gain) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies. However, for taxable years of a Fund beginning before January 1, 2010, certain distributions designated by the Fund as either interest related dividends or short term capital gain dividends and paid to a foreign shareholder would be eligible for an exemption from U.S. withholding tax.

Dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

By law, your dividends and redemption proceeds will be subject to a withholding tax if you have not provided a taxpayer identification number or social security number or the number you have provided is incorrect.

This section summarizes some of the consequences under current Federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.

Financial Highlights

The Financial Highlights table is intended to help you understand each Fund’s financial performance for the periods shown. Certain information reflects the financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the indicated Fund (assuming reinvestment of all dividends). The information has been audited by Deloitte & Touche LLP, whose report, along with each Fund’s financial statements, is included in the Fund’s Annual Report, which is available upon request.

Growth Fund


	Institutional

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	12.40		$	10.63		$	9.36		$	8.36			$	7.97

Net investment income (loss) ¹		0.02			(0.02	)		(0.02	)			(0.02	)		(0.04	)

Net realized and unrealized gain (loss)		(4.67	)		1.83			1.29				1.02			0.43

Net increase (decrease) from investment operations		(4.65	)		1.81			1.27				1.00			0.39

Distributions from net realized gain		(0.32	)		(0.04	)		—				—			—

Net asset value, end of year	$	7.43		$	12.40		$	10.63		$	9.36			$	8.36

Total Investment Return ²

Based on net asset value		(38.41	)%		17.07	%		13.57	%			11.96	%		4.89	%

Ratios to Average Net Assets ³

Total expenses		0.96	%		0.95	%		1.04	%			1.08	%		1.13	%

Net investment income (loss)		0.21	%		(0.16	)%		(0.22	)%			(0.20	)%		(0.45	)%

Supplemental Data

Net assets, end of year (000)	$	118,873		$	368,001		$	215,697		$	128,667			$	79,869

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%			132	%		165	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of any sales charges.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income (loss).

Financial Highlights (continued)


	Investor A

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	12.15		$	10.44		$	9.22		$	8.26			$	7.89

Net investment loss ¹		(0.02	)		(0.05	)		(0.06	)			(0.04	)		(0.06	)

Net realized and unrealized gain (loss)		(4.57	)		1.80			1.28				1.00			0.43

Net increase (decrease) from investment operations		(4.59	)		1.75			1.22				0.96			0.37

Distributions from net realized gain		(0.32	)		(0.04	)		—				—			—

Net asset value, end of year	$	7.24		$	12.15		$	10.44		$	9.22			$	8.26

Total Investment Return ²

Based on net asset value		(38.72	)%		16.80	%		13.23	%			11.62	%		4.69	%

Ratios to Average Net Assets ³

Total expenses		1.31	%		1.27	%		1.29	%			1.33	%		1.38	%

Net investment loss		(0.21	)%		(0.46	)%		(0.48	)%			(0.46	)%		(0.69	)%

Supplemental Data

Net assets, end of year (000)	$	179,528		$	327,501		$	218,017		$	112,887			$	64,539

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%			132	%		165	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)


	Investor B

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	11.43		$	9.91		$	8.82		$	7.96		$	7.66

Net investment loss ¹		(0.09	)		(0.13	)		(0.12	)		(0.10	)		(0.12	)

Net realized and unrealized gain (loss)		(4.27	)		1.69			1.21			0.96			0.42

Net increase (decrease) from investment operations		(4.36	)		1.56			1.09			0.86			0.30

Distributions from net realized gain		(0.32	)		(0.04	)		—			—			—

Net asset value, end of year	$	6.75		$	11.43		$	9.91		$	8.82		$	7.96

Total Investment Return ²

Based on net asset value		(39.15	)%		15.78	%		12.36	%		10.80	%		3.92	%

Ratios to Average Net Assets ³

Total expenses		2.05	%		2.08	%		2.07	%		2.11	%		2.16	%

Net investment loss		(0.93	)%		(1.26	)%		(1.25	)%		(1.15	)%		(1.48	)%

Supplemental Data

Net assets, end of year (000)	$	39,608		$	105,513		$	107,113		$	95,593		$	93,382

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%		132	%		165	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)


	Investor C

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	11.42		$	9.90		$	8.81		$	7.95			$	7.65

Net investment loss ¹		(0.09	)		(0.13	)		(0.12	)			(0.10	)		(0.12	)

Net realized and unrealized gain (loss)		(4.26	)		1.69			1.21				0.96			0.42

Net increase (decrease) from investment operations		(4.35	)		1.56			1.09				0.86			0.30

Distributions from net realized gain		(0.32	)		(0.04	)		—				—			—

Net asset value, end of year	$	6.75		$	11.42		$	9.90		$	8.81			$	7.95

Total Investment Return ²

Based on net asset value		(39.10	)%		15.79	%		12.37	%			10.82	%		3.92	%

Ratios to Average Net Assets ³

Total expenses		2.05	%		2.04	%		2.06	%			2.11	%		2.16	%

Net investment loss		(0.95	)%		(1.24	)%		(1.25	)%			(1.19	)%		(1.48	)%

Supplemental Data

Net assets, end of year (000)	$	143,081		$	280,142		$	185,337		$	125,150			$	94,969

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%			132	%		165	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)


	Class R

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	11.79		$	10.17		$	9.00		$	8.08		$	7.74

Net investment loss ¹		(0.05	)		(0.09	)		(0.07	)		(0.07	)		(0.06	)

Net realized and unrealized gain (loss)		(4.42	)		1.75			1.24			0.99			0.40

Net increase (decrease) from investment operations		(4.47	)		1.66			1.17			0.92			0.34

Distributions from net realized gain		(0.32	)		(0.04	)		—			—			—

Net asset value, end of year	$	7.00		$	11.79		$	10.17		$	9.00		$	8.08

Total Investment Return

Based on net asset value		(38.88	)%		16.36	%		13.00	%		11.39	%		4.39	%

Ratios to Average Net Assets ²

Total expenses		1.64	%		1.58	%		1.54	%		1.58	%		1.61	%

Net investment loss		(0.53	)%		(0.79	)%		(0.73	)%		(0.75	)%		(0.95	)%

Supplemental Data

Net assets, end of year (000)	$	55,073		$	95,637		$	53,356		$	26,566		$	11,304

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%		132	%		165	%

¹	Based on average shares outstanding.

²	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)

Value Fund


	Institutional

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of period	$	20.95		$	18.96		$	17.12		$	14.71			$	12.89

Net investment income ¹		0.14			0.12			0.06				0.06			0.07

Net realized and unrealized gain (loss)		(7.42	)		2.19			2.93				3.01			1.75

Net increase (decrease) from investment operations		(7.28	)		2.31			2.99				3.07			1.82

Dividends and distributions from:
Net investment income		(0.05	)		(0.02	)		—				—			—
Net realized gain		(1.33	)		(0.30	)		(1.15	)			(0.66	)		—

Total dividends and distributions		(1.38	)		(0.32	)		(1.15	)			(0.66	)		—

Net asset value, end of period	$	12.29		$	20.95		$	18.96		$	17.12			$	14.71

Total Investment Return ²

Based on net asset value		(37.01	)%		12.35	%		18.06	%			21.49	%		14.12	%

Ratios to Average Net Assets ³

Total expenses		0.93	%		0.88	%		0.94	%			0.98	%		1.01	%

Net investment income		0.81	%		0.59	%		0.32	%			0.35	%		0.49	%

Supplemental Data

Net assets, end of period (000)	$	867,750		$	1,327,046		$	990,081		$	446,172			$	194,625

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%			95	%		128	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of any sales charges.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

Financial Highlights (continued)


	Investor A

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	20.54		$	18.64		$	16.86		$	14.53		$	12.77

Net investment income ¹		0.09			0.06			0.01			0.02			0.03

Net realized and unrealized gain (loss)		(7.26	)		2.16			2.89			2.97			1.73

Net increase (decrease) from investment operations		(7.17	)		2.22			2.90			2.99			1.76

Dividends and distributions from:
Net investment income		(0.01	)		(0.02	)		—			—			—
Net realized gain		(1.33	)		(0.30	)		(1.12	)		(0.66	)		—

Total dividends and distributions		(1.34	)		(0.32	)		(1.12	)		(0.66	)		—

Net asset value, end of year	$	12.03		$	20.54		$	18.64		$	16.86		$	14.53

Total Investment Return ²

Based on net asset value		(37.17	)%		12.04	%		17.78	%		21.20	%		13.78	%

Ratios to Average Net Assets ³

Total expenses		1.22	%		1.17	%		1.19	%		1.23	%		1.26	%

Net investment income		0.52	%		0.28	%		0.05	%		0.10	%		0.21	%

Supplemental Data

Net assets, end of year (000)	$	1,295,100		$	2,499,604		$	1,652,442		$	371,216		$	161,867

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%		95	%		128	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

Financial Highlights (continued)


	Investor B

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	19.41		$	17.76		$	16.12		$	14.02			$	12.41

Net investment loss ¹		(0.04	)		(0.09	)		(0.11	)			(0.09	)		(0.07	)

Net realized and unrealized gain (loss)		(6.85	)		2.04			2.74				2.85			1.68

Net increase (decrease) from investment operations		(6.89	)		1.95			2.63				2.76			1.61

Dividends and distributions from:
Net investment income		—			—			—				—			—
Net realized gain		(1.18	)		(0.30	)		(0.99	)			(0.66	)		—

Total dividends and distributions		(1.18	)		(0.30	)		(0.99	)			(0.66	)		—

Net asset value, end of year	$	11.34		$	19.41		$	17.76		$	16.12			$	14.02

Total Investment Return ²

Based on net asset value		(37.62	)%		11.11	%		16.81	%			20.29	%		12.97	%

Ratios to Average Net Assets ³

Total expenses		1.99	%		1.98	%		1.96	%			2.00	%		2.02	%

Net investment loss		(0.24	)%		(0.47	)%		(0.67	)%			(0.60	)%		(0.53	)%

Supplemental Data

Net assets, end of year (000)	$	108,660		$	277,113		$	309,795		$	261,345			$	222,055

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%			95	%		128	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)


	Investor C

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	19.37		$	17.72		$	16.11		$	14.01			$	12.41

Net investment loss ¹		(0.04	)		(0.09	)		(0.12	)			(0.10	)		(0.07	)

Net realized and unrealized gain (loss)		(6.83	)		2.04			2.76				2.86			1.67

Net increase (decrease) from investment operations		(6.87	)		1.95			2.64				2.76			1.60

Dividends and distributions from:
Net investment income		—			—			—				—			—
Net realized gain		(1.21	)		(0.30	)		(1.03	)			(0.66	)		—

Total dividends and distributions		(1.21	)		(0.30	)		(1.03	)			(0.66	)		—

Net asset value, end of year	$	11.29		$	19.37		$	17.72		$	16.11			$	14.01

Total Investment Return ²

Based on net asset value		(37.66	)%		11.14	%		16.89	%			20.31	%		12.89	%

Ratios to Average Net Assets ³

Total expenses		2.00	%		1.97	%		1.96	%			2.00	%		2.03	%

Net investment loss		(0.26	)%		(0.50	)%		(0.69	)%			(0.65	)%		(0.54	)%

Supplemental Data

Net assets, end of year (000)	$	456,180		$	959,039		$	754,266		$	409,937			$	219,806

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%			95	%		128	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

Financial Highlights (continued)


	Class R

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	19.92		$	18.13		$	16.46		$	14.23		$	12.54

Net investment income (loss) ¹		0.03			(0.01	)		(0.03	)		(0.03	)		(0.00	) ²

Net realized and unrealized gain (loss)		(7.02	)		2.11			2.80			2.92			1.69

Net increase (decrease) from investment operations		(6.99	)		2.10			2.77			2.89			1.69

Dividends and distributions from:
Net investment income		—			(0.01	)		—			—			—
Net realized gain		(1.30	)		(0.30	)		(1.10	)		(0.66	)		—

Total dividends and distributions		(1.30	)		(0.31	)		(1.10	)		(0.66	)		—

Net asset value, end of year	$	11.63		$	19.92		$	18.13		$	16.46		$	14.23

Total Investment Return

Based on net asset value		(37.35	)%		11.71	%		17.41	%		20.93	%		13.48	%

Ratios to Average Net Assets ³

Total expenses		1.55	%		1.50	%		1.45	%		1.48	%		1.53	%

Net investment income (loss)		0.19	%		(0.06	)%		(0.19	)%		(0.19	)%		(0.03	)%

Supplemental Data

Net assets, end of year (000)	$	141,571		$	211,115		$	119,085		$	45,894		$	11,362

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%		95	%		128	%

¹	Based on average shares outstanding.

²	Amount is less than $(0.01) per share.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income (loss).

Financial Highlights (continued)

Core Fund


	Institutional

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	14.60		$	14.20		$	13.20		$	11.28			$	10.33

Net investment income ¹		0.07			0.04			0.03				0.04			0.02

Net realized and unrealized gain (loss)		(5.66	)		1.83			2.10				1.97			0.93

Net increase (decrease) from investment operations		(5.59	)		1.87			2.13				2.01			0.95

Distributions from net realized gain		(0.39	)		(1.47	)		(1.13	)			(0.09	)		—

Net asset value, end of year	$	8.62		$	14.60		$	14.20		$	13.20			$	11.28

Total Investment Return ²

Based on net asset value		(39.25	)%		13.55	%		16.91	%			17.94	%		9.20	%

Ratios to Average Net Assets ³

Total expenses after reimbursement		0.86	%		0.87	%		0.89	%			0.91	%		0.93	%

Total expenses		0.86	%		0.87	%		0.89	%			0.91	%		0.93	%

Net investment income		0.58	%		0.24	%		0.19	%			0.31	%		0.17	%

Supplemental Data

Net assets, end of year (000)	$	700,113		$	1,532,235		$	922,301		$	601,378			$	415,647

Portfolio turnover of the Fund		—			0	% ⁴		0	% ⁴			—			—

Portfolio turnover of the Master Portfolio		109	%		96	%		88	%			94	%		135	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of any sales charges.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

⁴	BlackRock Large Cap Core Fund (the “Fund”).

Financial Highlights (continued)


	Investor A

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	14.33		$	13.97		$	13.01		$	11.15		$	10.23

Net investment income (loss) ¹		0.04			0.00 ²			(0.01	)		0.01			(0.01	)

Net realized and unrealized gain (loss)		(5.54	)		1.79			2.08			1.94			0.93

Net increase (decrease) from investment operations		(5.50	)		1.79			2.07			1.95			0.92

Distributions from net realized gain		(0.39	)		(1.43	)		(1.11	)		(0.09	)		—

Net asset value, end of year	$	8.44		$	14.33		$	13.97		$	13.01		$	11.15

Total Investment Return ³

Based on net asset value		(39.38	)%		13.23	%		16.61	%		17.61	%		8.99	%

Ratios to Average Net Assets ⁴

Total expenses after reimbursement		1.11	%		1.14	%		1.14	%		1.16	%		1.18	%

Total expenses		1.23	%		1.16	%		1.14	%		1.16	%		1.18	%

Net investment income (loss)		0.32	%		(0.03	)%		(0.06	)%		0.05	%		(0.09	)%

Supplemental Data

Net assets, end of year (000)	$	1,023,005		$	1,846,007		$	1,028,585		$	629,682		$	392,896

Portfolio turnover of the Fund		—			0	% ⁵		0	% ⁵		—			—

Portfolio turnover of the Master Portfolio		109	%		96	%		88	%		94	%		135	%

¹	Based on average shares outstanding.

²	Amount is less than $0.01 per share.

³	Total investment returns exclude the effects of sales charge.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income (loss).

⁵	BlackRock Large Cap Core Fund (the “Fund”).

Financial Highlights (continued)


	Investor B

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	13.57		$	13.30		$	12.43		$	10.74			$	9.93

Net investment loss ¹		(0.05	)		(0.10	)		(0.11	)			(0.08	)		(0.09	)

Net realized and unrealized gain (loss)		(5.23	)		1.69			1.99				1.86			0.90

Net increase (decrease) from investment operations		(5.28	)		1.59			1.88				1.78			0.81

Distributions from net realized gain		(0.37	)		(1.32	)		(1.01	)			(0.09	)		—

Net asset value, end of year	$	7.92		$	13.57		$	13.30		$	12.43			$	10.74

Total Investment Return ²

Based on net asset value		(39.90	)%		12.30	%		15.72	%			16.69	%		8.16	%

Ratios to Average Net Assets ³

Total expenses after reimbursement		1.88	%		1.93	%		1.91	%			1.93	%		1.95	%

Total expenses		2.04	%		1.94	%		1.91	%			1.93	%		1.95	%

Net investment loss		(0.45	)%		(0.78	)%		(0.83	)%			(0.66	)%		(0.86	)%

Supplemental Data

Net assets, end of year (000)	$	180,730		$	494,478		$	467,145		$	446,242			$	412,162

Portfolio turnover of the Fund		—			0	% ⁴		0	% ⁴			—			—

Portfolio turnover of the Master Portfolio		109	%		96	%		88	%			94	%		135	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁴	BlackRock Large Cap Core Fund (the “Fund”).

Financial Highlights (continued)


	Investor C

	Year Ended October 31,

	2008			2007			2006					2005		2004

Per Share Operating Performance

Net asset value, beginning of year	$	13.51		$	13.26		$	12.43		$	10.73			$	9.93

Net investment loss ¹		(0.06	)		(0.11	)		(0.11	)			(0.09	)		(0.09	)

Net realized and unrealized gain (loss)		(5.20	)		1.71			1.97				1.88			0.89

Net increase (decrease) from investment operations		(5.26	)		1.60			1.86				1.79			0.80

Distributions from net realized gain		(0.37	)		(1.35	)		(1.03	)			(0.09	)		—

Net asset value, end of year	$	7.88		$	13.51		$	13.26		$	12.43			$	10.73

Total Investment Return ²

Based on net asset value		(39.93	)%		12.40	%		15.64	%			16.80	%		8.06	%

Ratios to Average Net Assets ³

Total expenses after reimbursement		1.97	%		1.93	%		1.91	%			1.94	%		1.96	%

Total expenses		1.97	%		1.93	%		1.91	%			1.94	%		1.96	%

Net investment loss		(0.54	)%		(0.79	)%		(0.84	)%			(0.73	)%		(0.86	)%

Supplemental Data

Net assets, end of year (000)	$	714,368		$	1,447,336		$	1,176,244		$	737,063			$	430,689

Portfolio turnover of the Fund		—			0	% ⁴		0	% ⁴			—			—

Portfolio turnover of the Master Portfolio		109	%		96	%		88	%			94	%		135	%

¹	Based on average shares outstanding.

²	Total investment returns exclude the effects of sales charge.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁴	BlackRock Large Cap Core Fund (the “Fund”).

Financial Highlights (continued)


	Class R

	Year Ended October 31,

	2008			2007			2006			2005			2004

Per Share Operating Performance

Net asset value, beginning of year	$	13.85		$	13.56		$	12.68		$	10.89		$	10.02

Net investment loss ¹		(0.01	)		(0.05	)		(0.04	)		(0.03	)		(0.03	)

Net realized and unrealized gain (loss)		(5.35	)		1.75			2.02			1.91			0.90

Net increase (decrease) from investment operations		(5.36	)		1.70			1.98			1.88			0.87

Distributions from net realized gain		(0.38	)		(1.41	)		(1.10	)		(0.09	)		—

Net asset value, end of year	$	8.11		$	13.85		$	13.56		$	12.68		$	10.89

Total Investment Return

Based on net asset value		(39.71	)%		12.90	%		16.29	%		17.39	%		8.68	%

Ratios to Average Net Assets ²

Total expenses after reimbursement		1.54	%		1.45	%		1.39	%		1.42	%		1.43	%

Total expenses		1.54	%		1.45	%		1.39	%		1.42	%		1.43	%

Net investment loss		(0.12	)%		(0.33	)%		(0.32	)%		(0.28	)%		(0.32	)%

Supplemental Data

Net assets, end of year (000)	$	97,139		$	160,861		$	108,762		$	46,379		$	15,160

Portfolio turnover of the Fund		—			0	% ³		0	% ³		—			—

Portfolio turnover of the Master Portfolio		109	%		96	%		88	%		94	%		135	%

¹	Based on average shares outstanding.

²	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

³	BlackRock Large Cap Core Fund (the “Fund”).

Financial Highlights (concluded)

Core Plus Fund


	Period December 19, 2007 ¹
	to October 31, 2008

	Institutional			Investor A			Investor C

Per Share Operating Performance

Net asset value, beginning of period	$	10.00		$	10.00		$	10.00

Net investment loss ²		(0.16	)		(0.17	)		(0.23	)

Net realized and unrealized loss		(2.86	)		(2.87	)		(2.86	)

Net decrease from investment operations		(3.02	)		(3.04	)		(3.09	)

Net asset value, end of period	$	6.98		$	6.96		$	6.91

Total Investment Return ³

Based on net asset value		(30.20	)% ⁴		(30.40	)% ⁴		(30.90	)% ⁴

Ratios to Average Net Assets ⁵

Total expenses after reimbursement and excluding dividend expense		3.23	%		3.51	%		4.23	%

Total expenses after reimbursement		3.85	%		4.14	%		4.43	%

Total expenses		4.14	%		4.18	%		4.46	%

Net investment loss		(2.04	)%		(2.30	)%		(3.03	)%

Supplemental Data

Net assets, end of period (000)	$	14,672		$	1,815		$	3,804

Portfolio turnover		109	%		109	%		109	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Total investment returns exclude the effects of any sales charges.

⁴	Aggregate total investment return.

⁵	Annualized.

General Information

Shareholder Documents

Electronic Access to Annual Reports, Semi-Annual Reports and Prospectuses

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Certain Fund Policies

Anti-Money Laundering Requirements

The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities. Pursuant to requirements under the Patriot Act, a Fund may request information from shareholders to enable it to form a reasonable belief that it knows the true identity of its shareholders. This information will be used to verify the identity of investors or, in some cases, the status of financial professionals; it will be used only for compliance with the requirements of the Patriot Act. The Funds reserve the right to reject purchase orders from persons who have not submitted information sufficient to allow a Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in a Fund from persons whose identity it is unable to verify on a timely basis. It is the Funds’ policy to cooperate fully with appropriate regulators in any investigations conducted with respect to potential money laundering, terrorism or other illicit activities.

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 nonpublic 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 nonpublic 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 website.

BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic 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 nonaffiliated 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 nonpublic 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 nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

Statement of Additional Information

If you would like further information about the Funds, including how each Fund invests, please see the Statement of Additional Information.

For a discussion of the each Fund’s policies and procedures regarding the selective disclosure of its portfolio holdings, please see the SAI. The Funds make their top ten holdings available on a monthly basis at www.blackrock.com generally within 5 business days after the end of the month to which the information applies.

Glossary

Glossary of Investment Terms

Bonds — debt obligations such as U.S. Government securities, debt obligations of domestic and non-U.S. corporations, debentures, debt obligations of non-U.S. governments and their political subdivisions, asset-backed securities, various mortgage-backed securities (both residential and commercial), other floating or variable rate obligations, municipal obligations and zero coupon debt securities.

Capitalization — market value of a company, calculated by multiplying the number of shares outstanding by the current price per share.

Common Stock — securities representing shares of ownership of a corporation.

Convertible Securities — debt securities or preferred stock that may be converted into common stock. Convertible securities typically pay current income as either interest (debt security convertibles) or dividends (preferred stock). A convertible security’s value usually reflects both the stream of current income payments and the market value of the underlying common stock.

Depositary Receipts — American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement.

Equity Securities — common stock, preferred stock, securities convertible into common stock and securities or other instruments whose price is linked to the value of common stock.

Fundamental Analysis — a method of stock market analysis that concentrates on “fundamental” information about the company (such as its income statement, balance sheet, earnings and sales history, products and management) to attempt to forecast future stock value.

Growth Companies — growth companies are those whose earnings growth potential appears to the fund management team to be greater than the market in general and whose revenue growth is expected to continue for an extended period. Stocks of growth companies typically pay relatively low dividends and sell at relatively high valuations.

Large Cap Companies — companies that at the time of purchase have a market capitalization equal to or greater than the top 80% of the companies that comprise the Russell 1000 ^® Index. As of December 31, 2008, the lowest market capitalization in this group was $1.4 billion. The market capitalizations of companies in the index change with market conditions and the composition of the index.

Long Position — a security the Fund holds in its portfolio.

Preferred Stock — class of stock that often pays dividends at a specified rate and has preference over common stock in dividend payments and liquidation of assets. Preferred stock may also be convertible into common stock.

Russell 1000 ^® Growth Index — a subset of the Russell 1000 ^® Index that consists of those Russell 1000 ^® securities with greater than average growth orientation.

Russell 1000 ^® Index — an index that measures the performance of the 1000 largest companies in the Russell 3000 ^® Index, which represents approximately 92% of the total market capitalization of the Russell 3000 ^® Index.

Russell 1000 ^® Value Index — a subset of the Russell 1000 ^® Index that consists of those Russell 1000 ^® securities with lower price-to-book and lower forecasted growth value.

Russell 3000 ^® Index — an index that measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

Short Position — a security the Fund does not hold but has sold short by delivery of a borrowed security.

Split Rated Bond — a bond that receives different ratings from two or more rating agencies.

Value Companies — value companies are those that appear to be undervalued by the market as measured by certain financial formulas.

Glossary of Expense Terms

Acquired Fund Fees and Expenses — fees and expenses charged by other investment companies in which a Fund invests a portion of its assets.

Administration Fee — a fee paid to the Administrator for providing administrative services to a Feeder Fund.

Annual Fund Operating Expenses — expenses that cover the costs of operating a Fund.

Distribution Fees — fees used to support the Fund’s marketing and distribution efforts, such as compensating financial professionals and other financial intermediaries, advertising and promotion.

Dividend Expense — if a Fund sells a security short, the Fund will generally have to borrow the shares for delivery to the broker that sold the shares. If a cash dividend is paid on securities that are sold short, the Fund will be required to reimburse the lender of the shares for the amount of that dividend.

Interest Expense — the cost of borrowing money to buy additional securities.

Management Fee — a fee paid to BlackRock for managing a Master Portfolio.

Other Expenses — include administration, transfer agency, custody, professional and registration fees.

Service Fees — fees used to compensate securities dealers and other financial intermediaries for certain shareholder servicing activities.

Shareholder Fees — fees paid directly by a shareholder and include sales charges that you may pay when you buy or sell shares of a Fund.

Glossary of Other Terms

Dividends — include exempt interest, ordinary income and capital gains paid to shareholders. Dividends may be reinvested in additional Fund shares as they are paid.

Letter of Intent — permits you to pay the sales charge that would apply if you add up all qualifying Investor and Institutional Shares of BlackRock Funds that you agree to buy within a 13-month period. Certain restrictions apply.

Net Asset Value — the market value of a Fund’s total assets after deducting liabilities, divided by the number of shares outstanding.

Right of Accumulation — permits you to pay the sales charge that would apply to the current value of all qualifying Investor and Institutional Shares taken together that you own in BlackRock Funds. Certain restrictions apply.

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For More Information

Funds and Service Providers

THE FUNDS
BlackRock Large Cap Series Funds, Inc.
   BlackRock Large Cap Growth Fund
   BlackRock Large Cap Value Fund
   BlackRock Large Cap Core Fund
   BlackRock Large Cap Core Plus Fund
100 Bellevue Parkway
Wilmington, Delaware 19809

Written Correspondence:
c/o PNC Global Investment Servicing (U.S.) Inc.
P.O. Box 9819
Providence, Rhode Island 02490-8019

Overnight Mail:
c/o PNC Global Investment Servicing (U.S.) Inc.
101 Sabin Street
Pawtucket, Rhode Island 02860-1427
(800) 441-7762

MANAGER
BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809

SUB-ADVISER
BlackRock Investment Management, LLC
800 Scudders Mill Road
Plainsboro, New Jersey 08536

TRANSFER AGENT
PNC Global Investment Servicing (U.S.) Inc.
Bellevue Corporate Center
301 Bellevue Parkway
Wilmington, Delaware 19809

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
750 College Road East
Princeton, New Jersey 08540

ACCOUNTING SERVICES PROVIDER
State Street Bank and Trust Company
500 College Road East
Princeton, New Jersey 08540

DISTRIBUTOR
BlackRock Investments, Inc.
40 East 52nd Street
New York, New York 10022

CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

COUNSEL
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019-6018

Additional Information

This prospectus contains important information you should know before investing, including information about risks. Read it carefully and keep it for future reference. More information about the Funds is available at no charge upon request. This information includes:

Annual/Semi-Annual Reports

These reports contain additional information about each of the Funds’ investments. The annual report describes each Fund’s performance, lists portfolio holdings, and discusses recent market conditions, economic trends and Fund investment strategies that significantly affected the Fund’s performance for the last fiscal year.

Statement of Additional Information (SAI)

A Statement of Additional Information, dated February 27, 2009, has been filed with the Securities and Exchange Commission (SEC). The SAI, which includes additional information about each Fund, may be obtained free of charge, along with the Fund’s annual and semi-annual reports, by calling (800) 441-7762. The SAI, as supplemented from time to time, is incorporated by reference into this prospectus.

BlackRock Investor Services

Representatives are available to discuss account balance information, mutual fund prospectuses, literature, programs and services available. Hours: 8:00 a.m. to 6:00 p.m. (Eastern time), Monday-Friday. Call: (800) 441-7762.

Purchases and Redemptions

Call your financial professional or BlackRock Investor Services at (800) 441-7762.

World Wide Web

General fund information and specific fund performance, including SAI and annual/semi-annual reports, can be accessed free of charge at www.blackrock.com/funds. Mutual fund prospectuses and literature can also be requested via this website.

Written Correspondence

BlackRock Large Cap Series Funds, Inc.
c/o PNC Global Investment Servicing (U.S.) Inc.
PO Box 9819
Providence, RI 02940-8019

Overnight Mail

BlackRock Large Cap Series Funds, Inc.
c/o PNC Global Investment Servicing (U.S.) Inc.
101 Sabin Street
Pawtucket, RI 02860

Internal Wholesalers/Broker Dealer Support

Available to support investment professionals 8:30 a.m. to 6:00 p.m. (Eastern time), Monday-Friday. Call: (800) 882-0052

Portfolio Characteristics and Holdings

A description of a Fund’s policies and procedures related to disclosure of portfolio characteristics and holdings is available in the SAI.

For information about portfolio holdings and characteristics, BlackRock fund shareholders and prospective investors may call (800) 882-0052.

Securities and Exchange Commission

You may also view and copy public information about each Fund, including the SAI, by visiting the EDGAR database on the SEC website (http://www.sec.gov) or the SEC’s Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room can be obtained by calling the SEC directly at (202) 551-8090. Copies of this information can be obtained, for a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Public Reference Room of the SEC, Washington, D.C. 20549.

You should rely only on the information contained in this p rospectus. No one is authorized to provide you with information that is different from information contained in this p rospectus.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

BlackRock Large Cap Series Funds, Inc.
INVESTMENT COMPANY ACT FILE NO. 811-09637
© BLACKROCK ADVISORS, LLC

PRO-19076-0209

EQUITIES FIXED INCOME REAL ESTATE LIQUIDITY ALTERNATIVES BLACKROCK SOLUTIONS

BlackRock Large Cap
Series Funds, Inc.
   BlackRock Large Cap Growth Fund
   BlackRock Large Cap Value Fund
   BlackRock Large Cap Core Fund

PROSPECTUS | FEBRUARY 27, 2009

Service Shares

This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

	Table of Contents

*Funds Overview*	Key facts and details about the F unds listed in this prospectus including
	investment objectives, risk factors, fee and expense information, and historical
	performance information
	Key Facts About the Funds	4
	Growth Fund	4
	Value Fund	8
	Core Fund	11

*Details About the Funds*	How Each Fund Invests	14
	Investment Risks	1 6

*Account Information*	Information about account services, sales charges & waivers, shareholder
	transactions, and distribution and other payments
	How to Choose the Share Class that Best Suits Your Needs	19
	How to Buy, Sell and Transfer Shares	2 0
	Funds ’ Rights	2 3
	Short-Term Trading Policy	2 4
	Redemption Fee	2 5
	Distribution and Service Payments	2 5
	Master/Feeder Structure	2 6

*Management of the Funds*	Information about BlackRock and the Portfolio Managers
	BlackRock	27
	Portfolio Manager Information	28
	Conflicts of Interest	29
	Valuation of Fund Investments	29
	Dividends, Distributions and Taxes	30

*Financial Highlights*	Financial Performance of the Funds	3 2

*General Information*	Shareholder Documents	3 5
	Certain Fund Policies	3 5
	Statement of Additional Information	3 6

*Glossary*	Glossary of Investment Terms	37

*For More Information*	Funds and Service Providers	Inside Back Cover
	Additional Information	Back Cover

Funds Overview

Key Facts About the Funds

This prospectus provides information about three series of BlackRock Large Cap Series Funds, Inc. (the “Corporation”), BlackRock Large Cap Growth Fund (“Growth Fund”), BlackRock Large Cap Value Fund (“Value Fund”) and BlackRock Large Cap Core Fund (“Core Fund”). The series are collectively referred to in this prospectus as the “Funds.” Each Fund represents a separate portfolio of securities and each has its own investment objective.

Each of Growth Fund, Value Fund and Core Fund is a “Feeder Fund” (each a “Feeder Fund”) that invests all of its assets in a corresponding “master” portfolio (each a “Master Portfolio”) of Master Large Cap Series LLC (the “Master LLC”), a mutual fund that has the same objective and strategies as the applicable Feeder Fund. All investments will be made at the Master LLC level. This structure is sometimes called a “master/feeder” structure. Growth Fund invests all of its assets in Master Large Cap Growth Portfolio (the “Master Growth Portfolio”). Value Fund invests all of its assets in Master Large Cap Value Portfolio (the “Master Value Portfolio”). Core Fund invests all of its assets in Master Large Cap Core Portfolio (the “Master Core Portfolio”). For simplicity, this prospectus uses the term “Feeder Fund” to include the applicable Master Portfolio in which a Feeder Fund invests.

Each Fund’s manager is BlackRock Advisors, LLC (“BlackRock”) and each Fund’s sub-adviser is BlackRock Investment Management, LLC. Where applicable, BlackRock refers also to a Fund’s sub-adviser.

The prospectus has been organized so that each Fund has its own brief section. Simply turn to the Fund’s section to read about important Fund facts. Also included are sections that tell you about buying and selling shares, management information, shareholder features of the Funds and your rights as a shareholder. These sections apply to each of the Funds. Terms in bold face type in the text are defined in the Glossary section.

Growth Fund

What is the Fund’s investment objective?

The investment objective of Growth Fund is long-term capital growth. In other words, Growth Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Growth Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Growth Fund will invest primarily in equity securities that BlackRock believes have good prospects for earnings growth. Growth Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Growth Fund’s benchmark, the Russell 1000 ^® Growth Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.
Growth Investing Style Risk — The Fund follows an investing style that favors growth companies . Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by the Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Growth Fund’s risks, see “Investment Risks” below.

Who should invest?

Growth Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income

Are looking for a fund that offers a growth investment style

Risk/Return Information

The chart and table shown below give you a picture of Growth Fund’s long-term performance for Service Shares. The Service Shares commenced operations on October 2, 2006. Prior to the inception of the Service Share class, the Fund’s performance is based on the Institutional Shares, which are offered by a separate prospectus, for each calendar year since the Fund’s inception. The returns for Service Shares, however, are adjusted to reflect the service (12b-1) fees applicable to Service Shares. The information shows you how the Service Share performance has varied year by year and provides some indication of the risks of investing in the Fund. The table compares the Service Share performance to that of the Russell 1000 ^® Growth Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for the Fund in the chart and the table assumes reinvestment of dividends and distributions.

Service Shares
ANNUAL TOTAL RETURNS
Growth Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 22.33% (quarter ended March 31, 2000) and the lowest return for a quarter was –23.42% (quarter ended December 31, 2000).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Growth Fund — Service Shares ²
Return Before Taxes ³	–36.87	%	–2.22	%	–3.46	%
Return After Taxes on Distributions ³	–36.87	%	–2.31	%	–3.51	%
Return After Taxes on Distributions and Sale of Fund Shares ³	–23.96	%	–1.83	%	–2.85	%

Russell 1000 ^® Growth Index (Reflects no deduction for fees, expenses or taxes)	–38.44	%	–3.42	%	–7.47	%

¹	Fund inception date is December 22, 1999.

²	The returns for Service Shares prior to October 2, 2006, the commencement of operations of Service Shares, are based on the performance of the Institutional Shares adjusted to reflect the service (12b-1) fees applicable to Service Shares.

³	Includes all applicable fees and sales charges.

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The table below explains your pricing options and describes the fees and expenses that you may pay if you buy and hold Service Shares of Growth Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year.


Shareholder Fees (Fees paid directly from your investment)	Service Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses (Expenses that are deducted from Fund assets) ¹	Service Shares

Management Fee ²	0.50	%

Distribution and/or Service (12b-1) Fees	0.25	%

Other Expenses ^3,4	0.39	%

Total Annual Fund Operating Expenses	1.14	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Growth Fund and Growth Fund’s share of the Master Growth Portfolio’s allocated expenses.

²	Paid by the Master Growth Portfolio.

³	Includes *administration fees* which are payable to BlackRock, as administrator (the “Administrator”), at the annual rate of 0.25% of Growth Fund’s average daily net assets.

⁴	Includes the Master Growth Portfolio’s *Acquired Fund Fees and Expenses* , which are less than 0.01%.

Example:

This example is intended to help you compare the cost of investing in Growth Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, a 5% total return each year with no changes in operating expenses (including contractual fee waivers), redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Service Shares	$116	$362	$628	$1,386

Value Fund

What is the Fund’s investment objective?

The investment objective of Value Fund is long-term capital growth. In other words, Value Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Value Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Value Fund will invest primarily in equity securities that BlackRock believes are undervalued. Value Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Value Fund’s benchmark, the Russell 1000 ^® Value Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.

Value Investing Style Risk — The Fund follows an investing style that favors value companies . Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by the Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Value Fund’s risks, see “Investment Risks” below.

Who should invest?

Value Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income

Are looking for a fund that offers a value investment style

Risk/Return Information

The chart and table shown below give you a picture of Value Fund’s long-term performance for Service Shares. The Service Shares commenced operations on October 2, 2006. Prior to the inception of the Service Share class, the Fund’s performance is based on the Institutional Shares, which are offered by a separate prospectus, for each calendar year since the Fund’s inception. The returns for Service Shares, however, are adjusted to reflect the service (12b-1) fees applicable to Service Shares. The information shows you how the Service Share performance has varied year by year and provides some indication of the risks of investing in the Fund. The table compares the Service Share performance to that of the Russell 1000 ^® Value Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for the Fund in the chart and the table assumes reinvestment of dividends and distributions.

Service Shares
ANNUAL TOTAL RETURNS
Value Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 15.19% (quarter ended June 30, 2003) and the lowest return for a quarter was –18.56% (quarter ended December 31, 2008).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Value Fund — Service Shares ²
Returns Before Taxes ³	–35.62	%	1.44	%	4.16	%
Return After Taxes on Distributions ³	–35.89	%	0.65	%	3.70	%
Return After Taxes on Distributions and Sale of Fund Shares ³	–23.16	%	1.21	%	3.60	%

Russell 1000 ^® Value Index (Reflects no deduction for fees, expenses or taxes)	–36.85	%	–0.79	%	0.95	%

¹	Fund inception date is December 22, 1999.

²	The returns for Service Shares prior to October 2, 2006, the commencement of operations of Service Shares, are based on the performance of the Institutional Shares adjusted to reflect the service (12b-1) fees applicable to Service Shares.

³	Includes all applicable fees and sales charges.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The table below explains your pricing options and describes the fees and expenses that you may pay if you buy and hold Service Shares of Value Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year (restated to reflect current fees).

Shareholder Fees (Fees paid directly from your investment)	Service Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses (Expenses that are deducted from Fund assets) ¹	Service Shares

Management Fee ²	0.48	%

Distribution and/or Service (12b-1) Fees	0.25	%

Other Expenses ^3,4,5	0.40	%

Total Annual Fund Operating Expenses ⁶	1.13	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Value Fund and Value Fund’s share of the Master Value Portfolio's allocated expenses.

²	Paid by the Master Value Portfolio.

³	Includes *administration fees* which are payable to BlackRock, as administrator (the “Administrator”), at the annual rate of 0.25% of Value Fund's average daily net assets.

⁴	Includes the Master Value Portfolio’s *Acquired Fund Fees and Expenses* , which are less than 0.01%.

⁵	Other Expenses have been restated to reflect current fees.

⁶	The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets given in the Fund’s most recent annual report, which does not include the restatement of Other Expenses to reflect current fees.

Example:

This example is intended to help you compare the cost of investing in Value Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, a 5% total return each year with no changes in operating expenses, redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Service Shares	$115	$359	$622	$1,375

Core Fund

What is the Fund’s investment objective?

The investment objective of Core Fund is long-term capital growth. In other words, Core Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Core Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Core Fund will use an investment approach that blends growth and value. Core Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Core Fund’s benchmark, the Russell 1000 ^® Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.

Growth Investing Style Risk — Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.
Value Investing Style Risk — Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Core Fund’s risks, see “Investment Risks” below.

Who should invest?

Core Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income

Are looking for a fund that offers a core investment style

Risk/Return Information

The chart and table shown below give you a picture of Core Fund’s long-term performance for Service Shares. The Service Shares commenced operations on September 24, 2007. Prior to the inception of the Service share class, the Fund’s performance is based on the Institutional Shares, which are offered by a separate prospectus, for each calendar year since the Fund’s inception. The returns for Service Shares, however, are adjusted to reflect the service (12b-1) fees applicable to Service Shares. The information shows you how the Service Share performance has varied year by year and provides some indication of the risks of investing in the Fund. The table compares the Service Share performance to that of the Russell 1000 ^® Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for the Fund in the chart and the table assumes reinvestment of dividends and distributions. If BlackRock and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower.

Service Shares
ANNUAL TOTAL RETURNS
Core Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 15.56% (quarter ended March 31, 2000) and the lowest return for a quarter was –18.60% (quarter ended December 31, 2008).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Core Fund — Service Shares ²
Return Before Taxes ³	–37.40	%	–0.68	%	0.32	%
Return After Taxes on Distribution ³	–37.40	%	–1.44	%	–0.11	%
Return After Taxes on Distribution and Sale of Fund Shares ³	–24.31	%	–0.44	%	0.35	%

Russell 1000 ^® Index (Reflects no deduction for fees, expenses or taxes)	–37.60	%	–2.04	%	–3.03	%

¹	Fund inception date is December 22, 1999.

²	The returns for Service Shares prior to September 24, 2007, the commencement of operations of Service Shares, are based on the performance of the Institutional Shares adjusted to reflect the service (12b-1) fees applicable to Service Shares.

³	Includes all applicable fees and sales charges.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The table below explains your pricing options and describes the fees and expenses that you may pay if you buy and hold Service Shares of Core Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year.

Shareholder Fees (Fees paid directly from your investment)	Service Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses (Expenses that are deducted from Fund assets) ¹	Service Shares

Management Fee ²	0.46	%

Distribution and/or Service (12b-1) Fees	0.25	%

Other Expenses ³	0.35	%

Total Annual Fund Operating Expenses	1.06	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Core Fund and Core Fund’s share of the Master Core Portfolio’s allocated expenses.

²	Paid by the Master Core Portfolio.

³	Includes *administration fees* which are payable to BlackRock, as administrator (the “Administrator”), at the annual rate of 0.25% of Core Fund’s average daily net assets.

Example:

This example is intended to help you compare the cost of investing in Core Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, 5% total return each year with no changes in operating expenses, redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Service Shares	$108	$337	$585	$1,294

Details About the Funds

How Each Fund Invests

Investment Process (All Funds)
Each Fund will seek to outperform its benchmark:

Growth Fund — will seek to outperform the Russell 1000 ^® Growth Index by investing in equity securities that BlackRock believes have above average earnings prospects. The Russell 1000 ^® Growth Index (which consists of those Russell 1000 ^® securities with a greater than average growth orientation) is a subset of the Russell 1000 ^® Index.
Value Fund — will seek to outperform the Russell 1000 ^® Value Index by investing in equity securities that BlackRock believes are selling at below normal valuations. The Russell 1000 ^® Value Index, another subset of the Russell 1000 ^® Index, consists of those Russell 1000 ^® companies with lower price-to-book ratios and lower forecasted growth values.
Core Fund — has a blended investment strategy that emphasizes a mix of both growth and value and will seek to outperform the Russell 1000 ^® Index.

Although Growth Fund emphasizes growth-oriented investments, Value Fund emphasizes value-oriented investments, and Core Fund uses a blend of growth and value, there are equity investment strategies common to all three Funds. In selecting securities for a Fund’s portfolio from that Fund’s benchmark universe, BlackRock uses a proprietary multi-factor quantitative model. The factors employed by the model include stock valuation, quality of earnings and potential future earnings growth. For each Fund, BlackRock looks for strong relative earnings growth, earnings quality and good relative valuation. A company’s stock price relative to its earnings and book value, among other factors, is also examined — if BlackRock believes that a company is overvalued, it will not be considered as an investment for any Fund. After the initial screening is done, BlackRock relies on fundamental analysis , using both internal and external research, to optimize its quantitative model to choose companies BlackRock believes have strong, sustainable earnings growth with current momentum at attractive price valuations.

Because a Fund generally will not hold all the stocks in its applicable index, and because a Fund’s investments may be allocated in amounts that vary from the proportional weightings of the various stocks in that index, the Funds are not “index” funds. In seeking to outperform the relevant benchmark, however, BlackRock reviews potential investments using certain criteria that are based on the securities in the relevant index. These criteria currently include the following:

Relative price to earnings and price to book ratios
Stability and quality of earnings
Earnings momentum and growth
Weighted median market capitalization of a Fund’s portfolio
Allocation among the economic sectors of a Fund’s portfolio as compared to the applicable index
Weighted individual stocks within the applicable index

Growth Fund

Investment Goal

The investment objective of Growth Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Growth Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will invest primarily in equity securities that BlackRock believes have good prospects for earnings growth. Under normal circumstances, Growth Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Growth Fund’s benchmark, Russell 1000 ^® Growth Index. This policy is a non-fundamental policy of Growth Fund and may not be changed without 60 days’ prior notice to Growth Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF GROWTH FUND

Growth Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Value Fund

Investment Goal

The investment objective of Value Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Value Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will invest primarily in equity securities that BlackRock believes are undervalued. Under normal circumstances, Value Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Value Fund’s benchmark, Russell 1000 ^® Value Index. This policy is a non-fundamental policy of Value Fund and may not be changed without 60 days’ prior notice to Value Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF VALUE FUND

Value Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Core Fund

Investment Goal

The investment objective of Core Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Core Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will use an investment approach that emphasizes a blend of both growth and value. Under normal circumstances, Core Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Core Fund’s benchmark, Russell 1000 ^® Index. This policy is a non-fundamental policy of Core Fund and may not be changed without 60 days’ prior notice to Core Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF CORE FUND

Core Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Other Strategies Applicable to the Funds :

In addition to the main strategies discussed above, each Fund may use certain other investment strategies, including the following:

Convertible Securities — The Fund may invest in convertible securities , which generally are debt securities or preferred stock that may be converted into common stock. Convertible securities typically pay current income as either interest (debt security convertibles) or dividends (preferred stock). A convertible security’s value usually reflects both the stream of current income payments and the market value of the underlying common stock.
Derivatives — Each Fund may use derivative instruments to hedge its investments. Derivatives allow a Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments. Each Fund may use derivatives for hedging purposes, including anticipatory hedges. Hedging is a strategy in which a Fund uses a derivative to offset the risks associated with other Fund holdings.
Temporary Defensive Strategies — As a temporary measure for defensive purposes, each Fund may invest without limit in cash, cash equivalents or short-term U.S. Government securities. These investments may include high quality, short-term money market instruments such as U.S. Treasury and agency obligations, commercial paper (short-term, unsecured, negotiable promissory notes of a domestic or foreign company), short-term debt obligations of corporate issuers and certificates of deposit and bankers’ acceptances. These investments may adversely affect a Fund’s ability to meet its investment objective.
When-Issued and Delayed Delivery Securities and Forward Commitments — The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by a Fund at an established price with payment and delivery taking place in the future. A Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
Borrowing — Each Fund may borrow for temporary or emergency purposes, including to meet redemptions, for the payment of dividends, for share repurchases or for the clearance of transactions.

Illiquid/Restricted Securities — Each Fund may invest its net assets in illiquid securities which have no readily available market. Restricted securities are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public.
Securities Lending — Each Fund may lend securities with a value up to 33 ¹ / 3 % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral.
Affiliated Money Market Funds — Each Fund may invest uninvested cash balances in affiliated money market funds.
Depositary Receipts — Each Fund may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. Each Fund may invest in unsponsored Depositary Receipts.
Foreign Securities — Each Fund may invest in companies located in countries other than the United States.

Investment Companies — Each Fund has the ability to invest in other investment companies, such as exchange-traded funds, unit investment trusts and open-end and closed-end funds, including affiliated investment companies.
U.S. Government Obligations — Each Fund may invest in debt of the United States government. There are no restrictions on the maturity of the debt securities in which a Fund may invest.

Investment Risks

This section contains a summary discussion of the general risks of investing in the Funds. “Investment Objectives and Policies” in the Statement of Additional Information (the “SAI”) also includes more information about the Funds, their investments and the related risks. As with any fund, there can be no guarantee that a Fund will meet its objective or that a Fund’s performance will be positive for any period of time. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any bank or governmental agency.

Main Risks of Investing in a Fund:

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which a Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.

Equity Securities Risk — Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The value of equity securities purchased by a Fund could decline if the financial condition of the companies a Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

Growth Investing Style Risk (Growth Fund and Core Fund) — Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

Value Investing Style Risk (Value Fund and Core Fund) — Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

Each Fund may also be subject to certain other risks associated with its investments and investment strategies, including:

Derivatives Risk — A Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of a Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of a Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for a Fund to value accurately. A Fund could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, BlackRock may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s derivatives positions to lose value. When a derivative is used as a hedge against a position that the Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective.

Convertible Securities Risk — The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risk as apply to the underlying common stock.

When-Issued and Delayed Delivery Securities and Forward Commitments Risk — When-issued and delayed delivery securities and forward commitments involve the risk that the security a Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, a Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

Leverage Risk — Some transactions may give rise to a form of leverage. These transactions may include, among others, derivatives, and may expose a Fund to greater risk and increase its costs. To mitigate leverage risk, Fund management will segregate liquid assets on the books of the Fund or otherwise cover the transactions. The use of leverage may cause a Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Increases and decreases in the value of a Fund’s portfolio will be magnified when a Fund uses leverage.

Securities Lending Risk — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund.

Depositary Receipts Risk — The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

Foreign Securities Risk — Because each Fund may invest in companies located in countries other than the United States, each Fund may be exposed to risks associated with foreign investments.

The value of holdings traded outside the U.S. (and any hedging transactions in foreign currencies) will be affected by changes in currency exchange rates
The costs of non-U.S. securities transactions tend to be higher than those of U.S. transactions
Foreign holdings may be adversely affected by foreign government action
International trade barriers or economic sanctions against certain non-U.S. countries may adversely affect these holdings
The economies of certain countries may compare unfavorably with the U.S. economy
Foreign securities markets may be smaller than the U.S. markets, which may make trading more difficult

Illiquid Securities Risk — If a Fund buys illiquid securities it may be unable to quickly sell them or may be able to sell them only at a price below current value.

Rule 144A Securities Risk — Rule 144A securities may have an active trading market but carry the risk that the active trading market may not continue.

Account Information

How to Choose the Share Class that Best Suits Your Needs

Each Fund currently offers multiple share classes (Service Shares in this prospectus), allowing you to invest in the way that best suits your needs. Each share class represents the same ownership interest in the portfolio investments of the particular Fund. When you choose your class of shares, you should consider the size of your investment and how long you plan to hold your shares. Either your financial professional or your selected securities dealer, broker, investment adviser, service provider, or industry professional (“financial intermediary”) can help you determine which share class is best suited to your personal financial goals.

Each Fund’s shares are distributed by BlackRock Investments, Inc. (the “Distributor”), an affiliate of BlackRock.

The table below summarizes key features of the Service Share class of each of the Funds.

Service Share Class at a G lance


	Service Shares

Availability	Limited to certain investors, including: financial intermediaries (such as banks and brokerage firms) acting on behalf of their customers, certain persons who were shareholders of the Compass Capital Group of Funds at the time of its combination with The PNC ^® Fund in 1996 and investors that participate in the Capital Directions ^SM asset allocation program. Service Shares will normally be held by financial intermediaries or in the name of nominees of financial intermediaries on behalf of their customers. Service Shares are normally purchased through a customer’s account at a financial intermediary through procedures established by such financial intermediary. In these cases, confirmation of share purchases and redemptions will be sent to the financial intermediaries. A customer’s ownership of shares will be recorded by the financial intermediary and reflected in the account statements provided by such financial intermediaries to their customers. Investors wishing to purchase Service Shares should contact their financial intermediaries.

Minimum Investment	$5,000. However, institutions may set a higher minimum for their customers.

Initial Sales Charge?	No. Entire purchase price is invested in shares of the Fund.

Deferred Sales Charge?	No.

Service and Distribution Fees?	No Distribution Fee, 0.25% Annual Service Fee.

Redemption Fees?	No.

Advantage	No up-front sales charge so you start off owning more shares.

Disadvantage	Limited availability

How to Buy, Sell and Transfer Shares

The chart on the following pages summarizes how to buy, sell and transfer shares through your financial professional or other financial intermediary. You may also buy, sell and transfer shares through BlackRock, if your account is held directly with BlackRock. To learn more about buying, selling or transferring shares through BlackRock, call (800) 537-4942. Because the selection of a mutual fund involves many considerations, your financial professional or other financial intermediary may help you with this decision.

In addition, the Funds may waive certain requirements regarding the purchase, sale or transfer of shares described below.


How to Buy Shares

	Your Choices	Important Information for You to Know

Initial Purchase	D etermine the amount of	Refer to the minimum initial investment in the share class table of this
	your investment	p rospectus.

	Have your financial	The price of your shares is based on the next calculation of the Fund’s
	professional or financial	net asset value after your order is placed. Any purchase orders placed
	intermediary submit your	prior to the close of business on the New York Stock Exchange (the
	purchase order	“Exchange”) (generally 4:00 p.m. Eastern time) will be priced at the
		net asset value determined that day. Certain financial intermediaries,
		however, may require submission of orders prior to that time.

		Purchase orders placed after that time will be priced at the net asset
		value determined on the next business day. The Fund may reject any
		order to buy shares and may suspend the sale of shares at any time.
		Other financial intermediaries may charge a processing fee to confirm
		a purchase.


Add to Your	Purchase additional shares	There is no minimum amount for additional investments.
Investment

	Have your financial	To purchase additional shares you may contact your financial
	professional or financial	professional or financial intermediary.
	intermediary submit your
	purchase order for additional
	shares

	Or contact BlackRock (for	Purchase by Telephone: Call (800) 537-4942 and speak with one of
	accounts held directly with	our representatives. The Fund has the right to reject any telephone
	BlackRock)	request for any reason.

		Purchase by Internet: You may purchase your shares, and view activity
		in your account, by logging onto the BlackRock website at
		www.blackrock.com/funds. Purchases made on the Internet using ACH
		will have a trade date that is the day after the purchase is made.
		Certain institutional clients’ purchase orders placed by wire prior to the
		close of business on the Exchange will be placed at the net asset
		value determined that day. Limits on amounts that may be purchased
		via internet may vary. For additional information call BlackRock at
		(800) 537-4942.

		Please read the On-Line Services Disclosure Statement and User
		Agreement, the Terms and Conditions page and the Consent to
		Electronic Delivery Agreement (if you consent to electronic delivery),
		before attempting to transact online.

		The Fund s employ reasonable procedures to confirm that transactions
		entered over the Internet are genuine. By entering into the User
		Agreement with a Fund in order to open an account through the
		website, the shareholder waives any right to reclaim any losses from
		the Fund or any of its affiliates, incurred through fraudulent activity.

	Acquire additional shares by	All dividends and capital gains distributions are automatically
	reinvesting dividends and	reinvested without a sales charge. To make any changes to your
	capital gains	dividend and/or capital gains distributions options, please call
		(800) 537-4942 , or contact your financial professional (if your account
		is not held directly with BlackRock).

How to Pay for	Making payment for	Payment for Service Shares must be normally made in Federal funds
Shares	purchases	or other immediately available funds by the time specified by your
		financial professional or financial intermediary, but in no event later
		than 4:00 p.m. (Eastern time) on the first business day following
		receipt of the order. Payment may also, at the discretion of the Fund,
		be made in the form of securities that are permissible investments for
		the respective fund. If payment is not received by this time, the order
		will be canceled and you and your financial professional or financial
		intermediary will be responsible for any loss to the Fund.


How to Sell Shares

	Your Choices	Important Information for You to Know

Full or Partial	Have your financial	You can make redemption requests through your financial professional
Redemption of	intermediary submit your	or financial intermediary in accordance with the procedures applicable
Shares	sales order	to your accounts. These procedures may vary according to the type of
		account and the financial intermediary involved and customers should
		consult their financial intermediary in this regard. Financial
		intermediaries are responsible for transmitting redemption orders and
		crediting their customers’ accounts with redemption proceeds on a
		timely basis. Information relating to such redemption services and
		charges to process a redemption of shares, if any, should be obtained
		by customers from their financial intermediaries. Financial
		intermediaries may place redemption orders by telephoning (800) 537-
		4942. The price of your shares is based on the next calculation of net
		asset value after your order is placed. For your redemption request to
		be priced at the net asset value on the day of your request, you must
		submit your request to your financial intermediary prior to that day’s
		close of business on the Exchange (generally 4:00 p.m. Eastern time).
		Certain financial intermediaries, however, may require submission of
		orders prior to that time. Any redemption request placed after that
		time will be priced at the net asset value at the close of business on
		the next business day.

		Shareholders who hold more than one class should indicate which
		class of shares they are redeeming.

		The Fund may reject an order to sell shares under certain
		circumstances.

	Selling shares held directly	Methods of Redeeming
	with BlackRock
		Redeem by Telephone: Institutions may place redemption orders by
		telephoning (800) 537-4942.

		The Fund s , their administrators and the Distributor will employ
		reasonable procedures to confirm that instructions communicated by
		telephone are genuine. The Fund s and their service providers will not
		be liable for any loss, liability, cost or expense for acting upon
		telephone instructions that are reasonably believed to be genuine in
		accordance with such procedures. Each Fund may refuse a telephone
		redemption request if it believes it is advisable to do so.

		During periods of substantial economic or market change, telephone
		redemptions may be difficult to complete. Please find below alternative
		redemption methods.

		Redeem by Internet: You may redeem in your account, by logging onto
		the BlackRock website at www.blackrock.com/funds. Proceeds from
		Internet redemptions will be sent via wire to the bank account of
		record.

		Redeem in Writing: Redemption requests may be sent in proper form
		to BlackRock Funds c/o PNC Global Investment Servicing (U.S.) Inc.,
		P.O. Box 9819, Providence, RI 02940. Under certain circumstances, a
		medallion signature guarantee will be required.

		Payment of Redemption Proceeds by Wire Transfer: Payment for
		redeemed shares for which a redemption order is received before
		4:00 p.m. (Eastern time) on a business day is normally made in
		Federal funds wired to the redeeming shareholder on the next
		business day, provided that the Funds’ custodian is also open for
		business. Payment for redemption orders received after 4:00 p.m.
		(Eastern time) or on a day when the Funds’ custodian is closed is
		normally wired in Federal funds on the next business day following
		redemption on which the Funds’ custodian is open for business. The
		Fund reserves the right to wire redemption proceeds within seven days
		after receiving a redemption order if, in the judgment of the Fund, an
		earlier payment could adversely affect a Fund.


How to Sell Shares

	Your Choices	Important Information for You to Know

Full or Partial	Selling shares held directly	Shares can be redeemed by Federal wire transfer to a single previously
Redemption of	with BlackRock (continued)	designated bank account. No charge for wiring redemption payments
Shares (continued)		with respect to Service Shares is imposed by the Fund, although
		financial intermediaries may charge their customers for redemption
		services. Information relating to such redemption services and
		charges, if any, should be obtained by customers from their financial
		intermediaries. You are responsible for any additional charges
		imposed by your bank for wire transfers.

		The Fund s are not responsible for the efficiency of the Federal wire
		system or the shareholder’s firm or bank. To change the name of the
		single, designated bank account to receive wire redemption proceeds,
		it is necessary to send a written request to the Fund at the address on
		the back cover of this prospectus.

		* * *
		If you make a redemption request before the Fund has collected
		payment for the purchase of shares, the Fund may delay mailing your
		proceeds. This delay will usually not exceed ten days.


How to Transfer your Account

	Your Choices	Important Information for You to Know

Transfer Shares to	Transfer to a participating	You may transfer your shares of the Fund only to another securities
Another Securities	securities dealer or other	dealer that has entered into an agreement with the Distributor. Certain
Dealer or Other	financial intermediary	shareholder services may not be available for the transferred shares. All
Financial		future trading of these assets must be coordinated by the receiving firm.
Intermediary
		If your account is held directly with BlackRock, you may call
		(800) 537-4942 with any questions; otherwise please contact your
		financial intermediary to accomplish the transfer of shares.

	Transfer to a non-participating	You must either:
	securities dealer or other
	financial intermediary	• Transfer your shares to an account with the Fund; or
		• Sell your shares, paying any applicable deferred sales charge.

Fund s ’ Rights

Each Fund may:

Suspend the right of redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act,
Postpone date of payment upon redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares,
Redeem shares for property other than cash if conditions exist which make cash payments undesirable in accordance with its rights under the Investment Company Act, and
Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level.

Note on Low Balance Accounts. Because of the high cost of maintaining smaller shareholder accounts, a Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below the required minimum initial investment due to redemptions you have made. You will be notified that the value of your account is less than the required minimum initial investment before a Fund makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least the required minimum initial investment before a Fund takes any action. This involuntary redemption does not apply to accounts of authorized qualified employee benefit plans, selected fee-based programs or accounts established under the Uniform Gifts or Transfers to Minors Acts.

Short-Term Trading Policy

If as a result of its own investigation, information provided by a financial intermediary or other third party, or otherwise, a Fund believes, in its sole discretion, that your short-term trading is excessive or that you are engaging in market timing activity, it reserves the right to reject any specific purchase or exchange order. If a Fund rejects your purchase or exchange order, you will not be able to execute that transaction, and the Fund will not be responsible for any losses you therefore may suffer. For transactions placed directly with a Fund, the Fund may consider the trading history of accounts under common ownership or control for the purpose of enforcing these policies. Transactions placed through the same financial intermediary on an omnibus basis may be deemed part of a group for the purpose of this policy and may be rejected in whole or in part by a Fund. Certain accounts, such as omnibus accounts and accounts at financial intermediaries, however, include multiple investors and such accounts typically provide a Fund with net purchase or redemption and exchange requests on any given day where purchases, redemptions and exchanges of shares are netted against one another and the identity of individual purchasers, redeemers and exchangers whose orders are aggregated may not be known by a Fund. While the Funds monitor for market timing activity, the Funds may be unable to identify such activities because the netting effect in omnibus accounts often makes it more difficult to locate and eliminate market timers from the Funds. The Distributor has entered into agreements with respect to financial professionals, and other financial intermediaries that maintain omnibus accounts with the Funds pursuant to which such financial professionals and other financial intermediaries undertake to cooperate with the Distributor in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent short-term or excessive trading in the Funds’ shares through such accounts. Identification of market timers may also be limited by operational systems and technical limitations. In the event that a financial intermediary is determined by the Fund to be engaged in market timing or other improper trading activity, the Funds’ Distributor may terminate such financial intermediary’s agreement with the Distributor, suspend such financial intermediary’s trading privileges or take other appropriate actions.

Certain mutual funds sponsored and advised by BlackRock or its affiliates (“BlackRock Funds”) will automatically assess and retain a fee of 2.00% of the current net asset value, after excluding the effect of any contingent deferred sales charges, of shares being redeemed or exchanged within 30 days of acquisition (other than those acquired through reinvestment of dividends or other distributions). See “Redemption Fee” below.

There is no assurance that the methods described above will prevent market timing or other trading that may be deemed abusive.

The Funds may from time to time use other methods that they believe are appropriate to deter market timing or other trading activity that may be detrimental to a Fund or long-term shareholders.

Redemption Fee

The following BlackRock Funds assess redemption fees:



EQUITY

BlackRock All-Cap Energy & Resources Portfolio	BlackRock International Opportunities Portfolio
BlackRock Aurora Portfolio	BlackRock International Value Fund
BlackRock Energy & Resources Portfolio	BlackRock Latin America Fund, Inc.
BlackRock EuroFund	BlackRock Pacific Fund, Inc.
BlackRock Global Allocation Fund, Inc.	BlackRock Science & Technology Opportunities Portfolio
BlackRock Global Dynamic Equity Fund	BlackRock Small Cap Core Equity Portfolio
BlackRock Global Emerging Markets Fund, Inc.	BlackRock Small Cap Growth Equity Portfolio
BlackRock Global Financial Services Fund, Inc.	BlackRock Small Cap Growth Fund II
BlackRock Global Growth Fund, Inc.	BlackRock Small Cap Index Fund
BlackRock Global Opportunities Portfolio	BlackRock Small Cap Value Equity Portfolio
BlackRock Global SmallCap Fund, Inc.	BlackRock Small/Mid-Cap Growth Portfolio
BlackRock Health Sciences Opportunities Portfolio	BlackRock U.S. Opportunities Portfolio
BlackRock International Diversification Fund	BlackRock Value Opportunities Fund, Inc.
BlackRock International Fund	MFS Research International FDP Fund
BlackRock International Index Fund



FIXED INCOME

BlackRock Emerging Market Debt Portfolio	BlackRock International Bond Portfolio
BlackRock High Income Fund	BlackRock Strategic Income Portfolio
BlackRock High Yield Bond Portfolio	BlackRock World Income Fund, Inc.

Distribution and Service Payments

Plan Payments

Under the Plan, the Corporation pays shareholder servicing fees (also referred to as shareholder liaison services fees) to brokers, dealers, financial institutions and industry professionals (including BlackRock, The PNC Financial Services Group, Inc. (“PNC”), Merrill Lynch & Co., Inc. (“Merrill Lynch”), Bank of America Corporation (“BAC”) and their respective affiliates) (each a “Financial Intermediary”) for providing support services to their customers who own Service Shares. The shareholder servicing fee payment is calculated as a percentage of the average daily net asset value of Service Shares of each Fund. All Service Shares pay this shareholder servicing fee.

In return for the shareholder servicing fee, Financial Intermediaries (including BlackRock) may provide one or more of the following services to their customers who own Service Shares:

Responding to customer questions on the services performed by the Financial Intermediary and investments in Service Shares;
Assisting customers in choosing and changing dividend options, account designations and addresses; and
Providing other similar shareholder liaison services.

The shareholder servicing fees payable pursuant to the Plan are paid to compensate Financial Intermediaries for the administration and servicing of shareholder accounts and are not costs which are primarily intended to result in the sale of the Fund’s shares.

Because the fees paid by the Funds under the Plan are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For more information on the Plan, including a complete list of services provided thereunder, see the SAI.

Other Payments by the Fund s

In addition to, rather than in lieu of, distribution and shareholder servicing fees that the Fund may pay to a Financial Intermediary pursuant to a Plan and fees that the Fund pays to PNC Global Investment Servicing (U.S.) Inc. (“PNC GIS” or the “Transfer Agent”), BlackRock, on behalf of the Fund, may enter into non-Plan agreements with a Financial Intermediary pursuant to which the Fund will pay a Financial Intermediary for administrative, networking, recordkeeping, sub-transfer agency and shareholder services. These non-Plan payments are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a Financial Intermediary or (2) a fixed dollar amount for each account serviced by a Financial Intermediary. The aggregate amount of these payments may be substantial.

Other Payments by BlackRock

The Plans permit BlackRock, the Distributor and their affiliates to make payments relating to distribution and sales support activities out of their past profits or other sources available to them (and not as an additional charge to the Funds). From time to time, BlackRock, the Distributor or their affiliates also may pay a portion of the fees for administrative, networking, recordkeeping, sub-transfer agency and shareholder services described above at its or their own expense and out of its or their profits. BlackRock, the Distributor and their affiliates may compensate affiliated and unaffiliated Financial Intermediaries for the sale and distribution of shares of the Funds or for these other services to the Funds and shareholders. These payments would be in addition to the Fund payments described in this prospectus and may be a fixed dollar amount, may be based on the number of customer accounts maintained by the Financial Intermediary, or may be based on a percentage of the value of shares sold to, or held by, customers of the Financial Intermediary. The aggregate amount of these payments by BlackRock, the Distributor and their affiliates may be substantial. Payments by BlackRock may include amounts that are sometimes referred to as “revenue sharing” payments. In some circumstances, these revenue sharing payments may create an incentive for a Financial Intermediary, its employees or associated persons to recommend or sell shares of the Fund to you. Please contact your Financial Intermediary for details about payments it may receive from the Fund or from BlackRock, the Distributor or their affiliates. For more information, see the SAI.

Master/Feeder Structure

Management of the Funds

BlackRock

BlackRock is the manager to each of the Master Portfolios of the Master LLC and manages the investments and business operations of each Master Portfolio subject to the oversight of the Board of Directors of the Master LLC. While BlackRock is ultimately responsible for the management of the Master LLC, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. BlackRock is an indirect wholly owned subsidiary of BlackRock, Inc.

The Master LLC, on behalf of each Master Portfolio, has entered into a management agreement (the “Management Agreement”) with BlackRock. Pursuant to the Management Agreement, BlackRock is entitled to annual management fees as follows:

Master Growth Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Growth Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $5 billion	0.50%

In excess of $5 billion	0.45%

Master Value Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Value Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $3 billion	0.50%

In excess of $3 billion	0.45%

Master Core Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Core Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not exceeding $1 billion	0.50%

In excess of $1 billion but not exceeding $5 billion	0.45%

In excess of $5 billion	0.40%

BlackRock has sub-advisory agreements with respect to the Master Portfolios with BlackRock Investment Management, LLC (the “Sub-Adviser”), an affiliate of BlackRock, under which BlackRock pays the Sub-Adviser a monthly fee at an annual rate equal to a percentage of the advisory fee paid to BlackRock under the Management Agreement. The Sub-Adviser is responsible for the day-to-day management of each Master Portfolio.

For the fiscal year ended October 31, 2008, each Master Portfolio paid BlackRock management fees, net of any applicable waivers, as a percentage of the Master Portfolio’s average daily net assets as follows:


Master Growth Portfolio	0.50%

Master Value Portfolio	0.48%

Master Core Portfolio	0.46%

BlackRock also acts as the Administrator to each Feeder Fund. Each Feeder Fund pays BlackRock as the Administrator, an administration fee at the annual rate of 0.25% of the average daily net assets of the respective Feeder Fund.

A discussion of the basis of the Board’s approval of the Management Agreement and sub-advisory agreement with respect to each Fund is included in the Funds’ annual shareholder report for the fiscal year ended October 31, 2008.

Portfolio Manager Information

Growth Fund, Value Fund and Core Fund

Growth Fund, Value Fund and Core Fund are managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund.


Portfolio Manager	Primary Role	Since	Title and Recent Biography

Robert C. Doll, Jr., CFA	Responsible for the day-to-day management of each Fund’s portfolio including setting the Fund’s overall investment strategy and overseeing the management of the Funds	1999	Vice Chairman and Director of BlackRock, Inc. since 2006; Global Chief Investment Officer for Equities, Chairman of the BlackRock Retail Operating Committee and member of the BlackRock Executive Committee since 2006; President of Merrill Lynch Investment Managers, L.P. (“MLIM”) and its affiliate, Fund Asset Management, L.P. (“FAM”), from 2001 to 2006; President and a member of the Board of the funds advised by MLIM and its affiliates from 2005 to 2006.











Daniel Hanson, CFA	Responsible for the day-to-day management of each Fund’s portfolio including setting the Fund’s overall investment strategy and overseeing the management of the Funds	2008	Managing Director of BlackRock, Inc. since 2009; Director of BlackRock from 2007 to 2009; Member of MLIM’s Large Cap Series Team from 2003 to 2006.

Conflicts of Interest

Under a securities lending program approved by the Board of the Master LLC, the Master Portfolios have retained an affiliate of BlackRock to serve as the securities lending agent for the Master Portfolios to the extent that the Master Portfolios participate in the securities lending program. For these services, the lending agent may receive a fee from the Master Portfolios, including a fee based on the returns earned on the Master Portfolios’ investment of the cash received as collateral for the loaned securities. In addition, one or more Affiliates or BAC Entities may be among the entities to which the Master Portfolios may lend their portfolio securities under the securities lending program.

Valuation of Fund Investments

When you buy shares, you pay the net asset value, plus any applicable sales charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. A Fund calculates the net asset value of each class of its shares (generally by using market quotations) each day the Exchange is open as of the close of business on the Exchange, based on prices at the time of closing. The Exchange generally closes at 4:00 p.m. Eastern time. The net asset value used in determining your share price is the next one calculated after your purchase or redemption order is placed.

Dividends, Distributions and Taxes

BUYING A DIVIDEND

Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before the Fund pays a dividend. The reason? If you buy shares when a fund has declared but not yet distributed ordinary income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.

Financial Highlights

BlackRock La r ge Cap Growth Fund


	Service

	Year Ended October 31,						Period October 2, 2006 ¹ to October 31, 2006
	Year Ended October 31,

	2008			2007

Per Share Operating Performance

Net asset value, beginning of period	$	12.37		$	10.62		$	10.18

Net investment loss ²		(0.01	)		(0.05	)		(0.01	)

Net realized and unrealized gain (loss)		(4.65	)		1.84			0.45

Net increase (decrease) from investment operations		(4.66	)		1.79			0.44

Distributions from net realized gain		(0.32	)		(0.04	)		—

Net asset value, end of period	$	7.39		$	12.37		$	10.62

Total Investment Return

Based on net asset value		(38.59	)%		16.89	%		4.32	% ³

Ratios to Average Net Assets ⁴

Total expenses		1.14	%		1.20	%		1.36	% ⁵

Net investment loss		(0.07	)%		(0.42	)%		(1.14	)% ⁵

Supplemental Data

Net assets, end of period (000)	$	10,218		$	11,134		$	5,014

Portfolio turnover of the Master Portfolio		144	%		87	%		117	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Aggregate total investment return.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁵	Annualized.

Financial Highlights (continued)

BlackRock Large Cap Value Fund


	Service

	Year Ended October 31,						Period October 2, 2006 ¹ to October 31, 2006
	Year Ended October 31,

	2008			2007

Per Share Operating Performance

Net asset value, beginning of period	$	20.89		$	18.95		$	18.62

Net investment income (loss) ²		0.10			0.06			(0.01	)

Net realized and unrealized gain (loss)		(7.38	)		2.19			0.65

Net increase (decrease) from investment operations		(7.28	)		2.25			0.64

Dividends and distributions from:
Net investment income		(0.02	)		(0.01	)		—
Net realized gain		(1.33	)		(0.30	)		(0.31	)

Total dividends and distributions		(1.35	)		(0.31	)		(0.31	)

Net asset value, end of period	$	12.26		$	20.89		$	18.95

Total Investment Return

Based on net asset value		(37.10	)%		12.01	%		3.49	% ³

Ratios to Average Net Assets ⁴

Total expenses		1.12	%		1.18	%		1.35	% ⁵

Net investment income (loss)		0.62	%		0.29	%		(1.14	)% ⁵

Supplemental Data

Net assets, end of period (000)	$	24,717		$	33,790		$	24,828

Portfolio turnover of the Master Portfolio		108	%		72	%		71	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Aggregate total investment return.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income (loss).

⁵	Annualized.

Financial Highlights (continued)

BlackRock Large Cap Core Fund


	Service

	Year Ended October 31, 2008			Period September 24, 2007 ¹ to October 31, 2007

Per Share Operating Performance

Net asset value, beginning of period	$	14.33		$	14.02

Net investment income (loss) ²		0.04			(0.01	)

Net realized and unrealized gain (loss)		(5.55	)		0.32

Net increase (decrease) from investment operations		(5.51	)		0.31

Distributions from net realized gain		(0.38	)		—

Net asset value, end of period	$	8.44		$	14.33

Total Investment Return

Based on net asset value		(39.39	)%		2.21	% ⁴

Ratios to Average Net Assets ³

Total expenses after reimbursement		1.06	%		1.14	% ⁵

Total expenses		1.06	%		1.14	% ⁵

Net investment income (loss)		0.37	%		(0.52	)% ⁵

Supplemental Data

Net assets, end of period (000)	$	372		$	640

Portfolio turnover of the Master Portfolio		109	%		96	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income (loss).

⁴	Aggregate total investment return.

⁵	Annualized.

General Information

Shareholder Documents

Electronic Access to Annual Reports, Semi-Annual Reports and Prospectuses

Shareholders Who Hold Accounts Directly With BlackRock:

Access the BlackRock website at http://www.blackrock.com/edelivery

Log into your account.

Delivery of Shareholder Documents

Certain Fund Policies

Anti-Money Laundering Requirements

BlackRock Privacy Principles

Statement of Additional Information

If you would like further information about the Funds, including how each Fund invests, please see the Statement of Additional Information.

Glossary

Glossary of Investment Terms

Common Stock — securities representing shares of ownership of a corporation.

Equity Securities — common stock, preferred stock, securities convertible into common stock and securities or other instruments whose price is linked to the value of common stock.

Russell 1000 ^® Growth Index — a subset of the Russell 1000 ^® Index that consists of those Russell 1000 ^® securities with greater than average growth orientation.

Russell 1000 ^® Value Index — a subset of the Russell 1000 ^® Index that consists of those Russell 1000 ^® securities with lower price-to-book and lower forecasted growth value.

Russell 3000 ^® Index — an index that measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

Split Rated Bond — a bond that receives different ratings from two or more rating agencies.

Value Companies — value companies are those that appear to be undervalued by the market as measured by certain financial formulas.

Glossary of Expense Terms

Acquired Fund Fees and Expenses — fees and expenses charged by other investment companies in which a Fund invests a portion of its assets.

Administration Fee — a fee paid to the Administrator for providing administrative services to a Feeder Fund.

Annual Fund Operating Expenses — expenses that cover the costs of operating a Fund.

Management Fee — a fee paid to BlackRock for managing a Master Portfolio.

Other Expenses — include administration, transfer agency, custody, professional and registration fees.

Service Fees — fees used to compensate securities dealers and other financial intermediaries for certain shareholder servicing activities.

Shareholder Fees — fees paid directly by a shareholder and include sales charges that you may pay when you buy or sell shares of a Fund.

Glossary of Other Terms

Dividends — include exempt interest, ordinary income and capital gains paid to shareholders. Dividends may be reinvested in additional Fund shares as they are paid.

Net Asset Value — the market value of a Fund’s total assets after deducting liabilities, divided by the number of shares outstanding.

For More Information

Funds and Service Providers

THE FUNDS
BlackRock Large Cap Series Funds, Inc.
    BlackRock Large Cap Growth Fund
    BlackRock Large Cap Value Fund
    BlackRock Large Cap Core Fund
100 Bellevue Parkway
Wilmington, Delaware 19809

Written Correspondence:
c/o PNC Global Investment Servicing (U.S.) Inc.
P.O. Box 9819
Providence, Rhode Island 02490-8019

Overnight Mail:
c/o PNC Global Investment Servicing (U.S.) Inc.
101 Sabin Street
Pawtucket, Rhode Island 02860-1427

(800) 537-4942

MANAGER
BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809

SUB-ADVISER
BlackRock Investment Management, LLC
800 Scudders Mill Road
Plainsboro, New Jersey 08536

TRANSFER AGENT
PNC Global Investment Servicing (U.S.) Inc.
Bellevue Corporate Center
301 Bellevue Parkway
Wilmington, Delaware 19809

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
750 College Road East
Princeton, New Jersey 08540

ACCOUNTING SERVICES PROVIDER
State Street Bank and Trust Company
500 College Road East
Princeton, New Jersey 08540

DISTRIBUTOR
BlackRock Investments, Inc.
40 East 52nd Street
New York, New York 10022

CUSTODIAN
Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

COUNSEL
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019-6018

Additional Information

Annual/Semi-Annual Reports

Statement of Additional Information (SAI)

A Statement of Additional Information, dated February 27, 2009, has been filed with the Securities and Exchange Commission (SEC). The SAI, which includes additional information about each Fund, may be obtained free of charge, along with the Fund’s annual and semi-annual reports, by calling (800) 537-4942. The SAI, as supplemented from time to time, is incorporated by reference into this prospectus.

BlackRock Investor Services

Purchases and Redemptions

Call your financial professional or BlackRock Investor Services at (800) 537-4942.

World Wide Web

Written Correspondence

BlackRock Large Cap Series Funds, Inc.
c/o PNC Global Investment Servicing (U.S.) Inc.
PO Box 9819
Providence, RI 02940-8019

Overnight Mail

BlackRock Large Cap Series Funds, Inc.
c/o PNC Global Investment Servicing (U.S.) Inc.
101 Sabin Street
Pawtucket, RI 02860

Internal Wholesalers/Broker Dealer Support

Available to support investment professionals 8:30 a.m. to 6:00 p.m. (Eastern time), Monday-Friday. Call: (800) 882-0052

Portfolio Characteristics and Holdings

A description of a Fund’s policies and procedures related to disclosure of portfolio characteristics and holdings is available in the SAI.

For information about portfolio holdings and characteristics, BlackRock fund shareholders and prospective investors may call (800) 882-0052.

Securities and Exchange Commission

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

BlackRock Large Cap Series Funds, Inc.
INVESTMENT COMPANY ACT FILE NO. 811-09637
© BlackRock Advisors, LLC

PRO-19076-SVC-0209

EQUITIES FIXED INCOME REAL ESTATE LIQUIDITY ALTERNATIVES BLACKROCK SOLUTIONS

BlackRock Large
Cap Series Funds, Inc.
   BlackRock Large
   Cap Growth Retirement Portfolio
   BlackRock Large
   Cap Value Retirement Portfolio
   BlackRock Large
   Cap Core Retirement Portfolio

PROSPECTUS | FEBRUARY 27, 2009

This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

	Table of Contents

*Funds Overview*	Key facts and details about the F unds listed in this prospectus including
	investment objectives, risk factors, fee and expense information, and historical
	performance information
	Key Facts About the Funds	4
	Retirement Growth Fund	4
	Retirement Value Fund	8
	Retirement Core Fund	11

*Details About the Funds*	How Each Fund Invests	14
	Investment Risks	16

*Account Information*	Information about account services, sales charges & waivers, shareholder
	transactions, and distribution and other payments
	How to Buy, Sell and Transfer Shares	19
	Funds ’ Rights	2 3
	Short-Term Trading Policy	2 3
	Redemption Fee	2 4
	Master/Feeder Structure	24

*Management of the Funds*	Information about BlackRock and the Portfolio Managers
	BlackRock	26
	Portfolio Manager Information	27
	Conflicts of Interest	28
	Valuation of Fund Investments	28
	Dividends, Distributions and Taxes	29

*Financial Highlights*	Financial Performance of the Funds	3 0

*General Information*	Shareholder Documents	3 3
	Certain Fund Policies	3 3
	Statement of Additional Information	34

*Glossary*	Glossary of Investment Terms	35

*For More Information*	Funds and Service Providers	Inside Back Cover
	Additional Information	Back Cover

Funds Overview

Key Facts About the Funds

This prospectus provides information about three series of BlackRock Large Cap Series Funds, Inc. (the “Corporation”), BlackRock Large Cap Growth Retirement Portfolio (“Retirement Growth Fund”), BlackRock Large Cap Value Retirement Portfolio (“Retirement Value Fund”) and BlackRock Large Cap Core Retirement Portfolio (“Retirement Core Fund”). The series are collectively referred to in this prospectus as the “Funds.” Each Fund represents a separate portfolio of securities and each has its own investment objective.

Each of Retirement Growth Fund, Retirement Value Fund and Retirement Core Fund is a “feeder fund” (each a “Feeder Fund”) that invests all of its assets in a corresponding “master” portfolio (each a “Master Portfolio”) of Master Large Cap Series LLC (the “Master LLC”), a mutual fund that has the same objective and strategies as the applicable Feeder Fund. All investments will be made at the Master LLC level. This structure is sometimes called a “master/feeder” structure. Retirement Growth Fund invests all of its assets in Master Large Cap Growth Portfolio (the “Master Growth Portfolio”). Retirement Value Fund invests all of its assets in Master Large Cap Value Portfolio (the “Master Value Portfolio”). Retirement Core Fund invests all of its assets in Master Large Cap Core Portfolio (the “Master Core Portfolio”). For simplicity, this prospectus uses the term “Feeder Fund” to include the applicable Master Portfolio in which a Feeder Fund invests.

Retirement Growth Fund

What is the Fund’s investment objective?

The investment objective of Retirement Growth Fund is long-term capital growth. In other words, Retirement Growth Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Retirement Growth Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Retirement Growth Fund will invest primarily in equity securities that BlackRock believes have good prospects for earnings growth. Retirement Growth Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Growth Fund’s benchmark, the Russell 1000 ^® Growth Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.
Growth Investing Style Risk — The Fund follows an investing style that favors growth companies . Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by the Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Retirement Growth Fund’s risks, see “Investment Risks” below.

Who should invest?

Retirement Growth Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income
Are looking for a fund that offers a growth investment style

Risk/Return Information

Because Retirement Growth Fund commenced operations on January 3, 2008, it did not have a full calendar year of operation. The Fund is a feeder fund of the Master LLC and invests all of its assets in the Master Growth Portfolio, which has an operating history.

The chart and table shown below give you a picture of the long-term performance of the Retirement Growth Fund. The returns for Class K Shares prior to their inception of January 3, 2008 are based on the performance of the Master Growth Portfolio. The returns for the Master Growth Portfolio are based upon the Institutional Shares of BlackRock Large Cap Growth Fund, another feeder fund which is a series of the Corporation and which commenced operations on December 22, 1999. The returns for Retirement Growth Fund, however, are adjusted to reflect the annual fund operating expenses of the Class K Shares of Retirement Growth Fund. The information shows you how Retirement Growth Fund’s performance has varied year by year and provides some indication of the risks of investing in Retirement Growth Fund. The table compares Retirement Growth Fund’s performance to that of the Russell 1000 ^® Growth Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for Retirement Growth Fund in the chart and the table assumes reinvestment of dividends and distributions. Sales charges are not reflected in the bar chart. If they were, returns would be less than those shown. If BlackRock and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower.

Class K Shares
ANNUAL TOTAL RETURNS
Retirement Growth Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 22.48% (quarter ended March 31, 2000) and the lowest return for a quarter was –23.32% (quarter ended December 31, 2000).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Growth Retirement Portfolio — Class K Shares ²	–36.50	%	–1.70	%	–2.96	%

Russell 1000 ^® Growth Index (Reflects no deduction for fees, expenses or taxes)	–38.44	%	–3.42	%	–7.47	%

¹	BlackRock Large Cap Growth Fund inception date is December 22, 1999.

²	The returns for Class K Shares prior to January 3, 2008, the commencement of operations of Class K Shares, are based on the performance of the Master Growth Portfolio adjusted to reflect the annual fund operating expenses of the Class K Shares.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The tables below explain your pricing options and describe the fees and expenses that you may pay if you buy Class K Shares of Retirement Growth Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year (restated to reflect current fees).


Shareholder Fees (Fees paid directly from your investment)
	Class K Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) ¹	Class K Shares

Management Fee ²	0.50	%

Distribution and/or Service (12b-1) Fees
	None

Other Expenses ³	0.25	%

Total Annual Fund Operating Expenses ⁴	0.75	%

Less Contractual Fee Waiver ⁵	(0.10	)%

Net Annual Fund Operating Expenses ⁴	0.65	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Retirement Growth Fund and Retirement Growth Fund’s share of the Master Growth Portfolio’s allocated expenses.

²	Paid by the Master Growth Portfolio.

³	Includes the Master Growth Portfolio’s Acquired Fund Fees and Expenses, which are less than 0.01%.

⁴	The Total and Net Annual Fund Operating Expenses have been restated to exclude certain non-recurring organizational and offering expenses incurred during the Retirement Growth Fund’s fiscal period ended October 31, 2008. If these expenses were included, the Total and Net Annual Fund Operating Expenses would be 0.81% and 0.65%, respectively.

⁵	BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses with respect to Retirement Growth Fund in order to limit Net Annual Fund Operating Expenses (excluding *Interest Expense, Acquired Fund Fees and Expenses* , and certain other Fund expenses) to 0.65% of average daily net assets until March 1, 2010. See the “Management of the Funds — BlackRock” section for a discussion of these waivers and reimbursements.

Example:

This example is intended to help you compare the cost of investing in Retirement Growth Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, 5% total return each year with no changes in operating expenses (including contractual fee waivers), redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Class K Shares	$66	$230 ¹	$407 ¹	$921 ¹

¹	These expenses do not reflect the continuation of the fee and/or waiver expense agreement beyond the first year. As stated in footnote (5) to the Annual Fund Operating Expenses table above, this arrangement continues through March 1, 2010.

Retirement Value Fund

What is the Fund’s investment objective?

The investment objective of Retirement Value Fund is long-term capital growth. In other words, Retirement Value Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Retirement Value Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Retirement Value Fund will invest primarily in equity securities that BlackRock believes are undervalued. Retirement Value Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Value Fund’s benchmark, the Russell 1000 ^® Value Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.

Value Investing Style Risk — The Fund follows an investing style that favors value companies . Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by the Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Retirement Value Fund’s risks, see “Investment Risks” below.

Who should invest?

Retirement Value Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income
Are looking for a fund that offers a value investment style

Risk/Return Information

Because Retirement Value Fund commenced operations on January 3, 2008, it did not have a full calendar year of operation. The Fund is a feeder fund of the Master LLC and invests all of its assets in the Master Value Portfolio, which has an operating history.

The chart and table shown below give you a picture of the long-term performance of the Retirement Value Fund Class K Shares. The returns for Class K Shares prior to their inception of January 3, 2008 are based on the performance of the Master Value Portfolio. The returns for the Master Value Portfolio are based upon the Institutional Shares of BlackRock Large Cap Value Fund, another feeder fund which is a series of the Corporation and which commenced operations on December 22, 1999. The returns for the Master Value Portfolio, however, are adjusted to reflect the annual fund operating expenses of the Class K Shares of Retirement Value Fund. The information shows you how Retirement Value Fund’s performance has varied year by year and provides some indication of the risks of investing in Retirement Value Fund. The table compares Retirement Value Fund’s performance to that of the Russell 1000 ^® Value Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for Retirement Value Fund in the chart and the table assumes reinvestment of dividends and distributions. Sales charges are not reflected in the bar chart. If they were, returns would be less than those shown. If BlackRock and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower.

Class K Shares
ANNUAL TOTAL RETURNS
Retirement Value Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 15.33% (quarter ended June 30, 2003) and the lowest return for a quarter was –18.43% (quarter ended December 31, 2008).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Value Retirement Portfolio — Class K Shares ²	–35.29	%	1.96	%	4.68	%

Russell 1000 ^® Value Index (Reflects no deduction for fees, expenses or taxes)	–36.85	%	–0.79	%	0.95	%

¹	BlackRock Large Cap Value Fund inception date is December 22, 1999.

²	The returns for Class K Shares prior to January 3, 2008, the commencement of operations of Class K Shares, are based on the performance of the Master Value Portfolio adjusted to reflect the annual fund operating expenses of the Class K Shares.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The tables below explain your pricing options and describe the fees and expenses that you may pay if you buy and hold Class K Shares of Retirement Value Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year (restated to reflect current fees).


Shareholder Fees (Fees paid directly from your investment)	Class K Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) ¹	Class K Shares

Management Fee ²	0.48	%

Distribution and/or Service (12b-1) Fees	None

Other Expenses ³	0.23	%

Total Annual Fund Operating Expenses ⁴	0.71	%

Less Contractual Fee Waiver ⁵	(0.06	)%

Net Annual Fund Operating Expenses ⁴	0.65	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Retirement Value Fund and Retirement Value Fund’s share of the Master Value Portfolio’s allocated expenses.

²	Paid by the Master Value Portfolio.

³	Includes the Master Value Portfolio’s Acquired Fund Fees and Expenses, which are less than 0.01%.

⁴	The Total and Net Annual Fund Operating Expenses have been restated to exclude certain non-recurring organizational and offering expenses incurred during the Retirement Value Fund’s fiscal period ended October 31, 2008. If these expenses were included, the Total and Net Annual Fund Operating Expenses would be 0.78% and 0.63%, respectively.

⁵	BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses with respect to Retirement Value Fund in order to limit net expenses (excluding *Interest Expense, Acquired Fund Fees and Expenses* , and certain other Fund expenses) to 0.65% of average daily net assets until March 1, 2010.

Example:

This example is intended to help you compare the cost of investing in Retirement Value Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, 5% total return each year with no changes in operating expenses (including contractual fee waivers), redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Class K Shares	$66	$221 ¹	$389 ¹	$877 ¹

¹	These expenses do not reflect the continuation of the fee and/or waiver expense agreement beyond the first year. As stated in footnote (5) to the Annual Fund Operating Expenses table above, this arrangement continues through March 1, 2010.

Retirement Core Fund

What is the Fund’s investment objective?

The investment objective of Retirement Core Fund is long-term capital growth. In other words, Retirement Core Fund tries to choose investments that will increase in value.

What are the Fund’s main investment strategies?

Retirement Core Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. Retirement Core Fund will use an investment approach that blends growth and value. Retirement Core Fund seeks to achieve its objective by investing at least 80% of its assets in equity securities, primarily common stock , of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Core Fund’s benchmark, the Russell 1000 ^® Index .

What are the main risks of investing in the Fund?

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities that Fund management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.
Equity Securities Risk — Stock markets are volatile. The prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions.
Growth Investing Style Risk — Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.
Value Investing Style Risk — Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

For additional information about Retirement Core Fund’s risks, see “Investment Risks” below.

Who should invest?

Retirement Core Fund may be an appropriate investment for you if you:

Are investing with long term goals
Want a professionally managed and diversified portfolio of large cap equity securities as part of your total investment portfolio
Are willing to accept the risk that the value of your investment may decline in order to seek long term capital growth
Are not looking for a significant amount of current income
Are looking for a fund that offers a core investment style

Risk/Return Information

Because Retirement Core Fund commenced operations on January 3, 2008, it did not have a full calendar year of operation. The Fund is a feeder fund of the Master LLC and invests all of its assets in the Master Core Portfolio, which has an operating history.

The chart and table shown below give you a picture of the long-term performance of the Retirement Core Fund Class K Shares. The returns for Class K Shares prior to their inception of January 3, 2008 are based on the performance of the Master Core Portfolio. The returns for the Master Core Portfolio are based upon the Institutional Shares of BlackRock Large Cap Core Fund, another feeder fund which is a series of the Corporation and which commenced operations on December 22, 1999. The returns for the Master Core Portfolio, however, are adjusted to reflect the annual fund operating expenses of the Class K Shares of Retirement Core Fund. The information shows you how Retirement Core Fund’s performance has varied year by year and provides some indication of the risks of investing in Retirement Core Fund. The table compares Retirement Core Fund’s performance to that of the Russell 1000 ^® Index, a recognized unmanaged index of stock market performance. As with all such investments, past performance (before and after taxes) is not an indication of future results. The information for Retirement Core Fund in the chart and the table assumes reinvestment of dividends and distributions. Sales charges are not reflected in the bar chart. If they were, returns would be less than those shown. If BlackRock and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower.

Class K Shares
ANNUAL TOTAL RETURNS
Retirement Core Fund
As of 12/31

During the period shown in the bar chart, the highest return for a quarter was 15.70% (quarter ended March 31, 2000) and the lowest return for a quarter was –18.58% (quarter ended December 31, 2008).


As of 12/31/08	1 Year		5 Years		Since Inception ¹

BlackRock Large Cap Core Retirement Portfolio — Class K Shares ²	–37.20	%	–0.22	%	0.80	%

Russell 1000 ^® Index (Reflects no deduction for fees, expenses or taxes)	–37.60	%	–2.04	%	–3.03	%

¹	BlackRock Large Cap Core Fund inception date is December 22, 1999.

²	The returns for Class K Shares prior to January 3, 2008, the commencement of operations of Class K Shares, are based on the performance of the Master Core Portfolio adjusted to reflect the annual fund operating expenses of the Class K Shares.

Expenses and Fees

As a shareholder you pay certain fees and expenses. Shareholder fees are paid out of your investment and annual fund operating expenses are paid out of Fund assets. The tables below explain your pricing options and describe the fees and expenses that you may pay if you buy and hold Class K Shares of Retirement Core Fund. The “Annual Fund Operating Expenses” table is based on expenses for the most recent fiscal year (restated to reflect current fees).


Shareholder Fees (Fees paid directly from your investment)	Class K Shares

Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)	None

Maximum Deferred Sales Charge (Load) (as percentage of
offering price or redemption proceeds, whichever is lower)	None

Redemption Fee	None

Exchange Fee	None


Annual Fund Operating Expenses
(expenses that are deducted from Fund assets) ¹	Class K Shares

Management Fee ²	0.46	%

Distribution and/or Service (12b-1) Fees	None

Other Expenses	0.20	%

Total Annual Fund Operating Expenses ³	0.66	%

Less Contractual Fee Waiver ⁴	(0.01	)%

Net Annual Fund Operating Expenses ³	0.65	%

¹	The fees and expenses shown in the table and the example that follows include both the expenses of Retirement Core Fund and Retirement Core Fund’s share of the Master Core Portfolio’s allocated expenses.

²	Paid by the Master Core Portfolio.

³	The Total and Net Annual Fund Operating Expenses have been restated to exclude certain non-recurring organizational and offering expenses incurred during the Retirement Core Fund’s fiscal period ended October 31, 2008. If these expenses were included, the Total and Net Annual Fund Operating Expenses would be 0.71% and 0.62%, respectively.

⁴	BlackRock has contractually agreed to waive and/or reimburse fees and/or expenses with respect to Retirement Core Fund in order to limit Net Annual Fund Operating Expenses (excluding *Interest Expense, Acquired Fund Fees and Expenses* , and certain other Fund expenses) to 0.65% of average daily net assets until March 1, 2010.

Example:

This example is intended to help you compare the cost of investing in Retirement Core Fund with the cost of investing in other mutual funds. We are assuming an initial investment of $10,000, 5% total return each year with no changes in operating expenses (including contractual fee waivers), redemption at the end of each time period. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year	3 Years	5 Years	10 Years

Class K Shares	$66	$210 ¹	$367 ¹	$822 ¹

¹	These expenses do not reflect the continuation of the fee and/or waiver expense agreement beyond the first year. As stated in footnote (4) to the Annual Fund Operating Expenses table above, this arrangement continues through March 1, 2010.

Details About the Funds

How Each Fund Invests

Investment Process (All Funds)
Each Fund will seek to outperform its benchmark:

Retirement Growth Fund — will seek to outperform the Russell 1000 ^® Growth Index by investing in equity securities that BlackRock believes have above average earnings prospects. The Russell 1000 ^® Growth Index (which consists of those Russell 1000 ^® securities with a greater than average growth orientation) is a subset of the Russell 1000 ^® Index.
Retirement Value Fund — will seek to outperform the Russell 1000 ^® Value Index by investing in equity securities that BlackRock believes are selling at below normal valuations. The Russell 1000 ^® Value Index, another subset of the Russell 1000 ^® Index, consists of those Russell 1000 ^® companies with lower price-to-book ratios and lower forecasted growth values.
Retirement Core Fund — has a blended investment strategy that emphasizes a mix of both growth and value and will seek to outperform the Russell 1000 ^® Index.

Although Retirement Growth Fund emphasizes growth-oriented investments, Retirement Value Fund emphasizes value-oriented investments, and Retirement Core Fund uses a blend of growth and value, there are equity investment strategies common to all three Funds. In selecting securities for a Fund’s portfolio from that Fund’s benchmark universe, BlackRock uses a proprietary multi-factor quantitative model. The factors employed by the model include stock valuation, quality of earnings and potential future earnings growth. For each Fund, BlackRock looks for strong relative earnings growth, earnings quality and good relative valuation. A company’s stock price relative to its earnings and book value, among other factors, is also examined — if BlackRock believes that a company is overvalued, it will not be considered as an investment for any Fund. After the initial screening is done, BlackRock relies on fundamental analysis , using both internal and external research, to optimize its quantitative model to choose companies BlackRock believes have strong, sustainable earnings growth with current momentum at attractive price valuations.

Relative price to earnings and price to book ratios
Stability and quality of earnings
Earnings momentum and growth
Weighted median market capitalization of a Fund’s portfolio
Allocation among the economic sectors of a Fund’s portfolio as compared to the applicable index
Weighted individual stocks within the applicable index

Retirement Growth Fund

Investment Goal

The investment objective of Retirement Growth Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Retirement Growth Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will invest primarily in equity securities that BlackRock believes have good prospects for earnings growth. Under normal circumstances, Retirement Growth Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Growth Fund’s benchmark, Russell 1000 ^® Growth Index. This policy is a non-fundamental policy of Growth Fund and may not be changed without 60 days’ prior notice to Retirement Growth Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF RETIREMENT GROWTH FUND

Retirement Growth Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Retirement Value Fund

Investment Goal

The investment objective of Retirement Value Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Retirement Value Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will invest primarily in equity securities that BlackRock believes are undervalued. Under normal circumstances, Retirement Value Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Value Fund’s benchmark, Russell 1000 ^® Value Index. This policy is a non-fundamental policy of Retirement Value Fund and may not be changed without 60 days’ prior notice to Retirement Value Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF RETIREMENT VALUE FUND

Retirement Value Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Retirement Core Fund

Investment Goal

The investment objective of Retirement Core Fund is long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Primary Investment Strategies

Retirement Core Fund invests primarily in a diversified portfolio of equity securities of large cap companies located in the United States. The Fund will use an investment approach that emphasizes a blend of both growth and value. Under normal circumstances, Retirement Core Fund invests at least 80% of its assets in equity securities of large cap companies that BlackRock selects from among those that are, at the time of purchase, included in Retirement Core Fund’s benchmark, Russell 1000 ^® Index. This policy is a non-fundamental policy of Retirement Core Fund and may not be changed without 60 days’ prior notice to Retirement Core Fund’s shareholders.

ABOUT THE PORTFOLIO MANAGEMENT TEAM OF RETIREMENT CORE FUND

Retirement Core Fund is managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund. Please see “Management of the Funds — Portfolio Manager Information” for additional information on the portfolio management team.

Other Strategies Applicable to the Funds :

In addition to the main strategies discussed above, each Fund may use certain other investment strategies, including the following:

Convertible Securities — The Fund may invest in convertible securities , which generally are debt securities or preferred stock that may be converted into common stock. Convertible securities typically pay current income as either interest (debt security convertibles) or dividends (preferred stock). A convertible security’s value usually reflects both the stream of current income payments and the market value of the underlying common stock.
Derivatives — Each Fund may use derivative instruments to hedge its investments. Derivatives allow a Fund to increase or decrease its risk exposure more quickly and efficiently than other types of instruments. Each Fund may use derivatives for hedging purposes, including anticipatory hedges. Hedging is a strategy in which a Fund uses a derivative to offset the risks associated with other Fund holdings.
Temporary Defensive Strategies — As a temporary measure for defensive purposes, each Fund may invest without limit in cash, cash equivalents or short-term U.S. Government securities. These investments may include high quality, short-term money market instruments such as U.S. Treasury and agency obligations, commercial paper (short-term, unsecured, negotiable promissory notes of a domestic or foreign company), short-term debt obligations of corporate issuers and certificates of deposit and bankers’ acceptances. These investments may adversely affect a Fund’s ability to meet its investment objective.
When-Issued and Delayed Delivery Securities and Forward Commitments — The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by a Fund at an established price with payment and delivery taking place in the future. A Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
Borrowing — Each Fund may borrow for temporary or emergency purposes, including to meet redemptions, for the payment of dividends, for share repurchases or for the clearance of transactions.
Illiquid/Restricted Securities — Each Fund may invest its net assets in illiquid securities which have no readily available market. Restricted securities are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public.
Securities Lending — Each Fund may lend securities with a value up to 33 ¹ / ₃ % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral.
Affiliated Money Market Funds — Each Fund may invest uninvested cash balances in affiliated money market funds.
Depositary Receipts — Each Fund may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. Each Fund may invest in unsponsored Depositary Receipts.
Foreign Securities — Each Fund may invest in companies located in countries other than the Unites States.
Investment Companies — Each Fund has the ability to invest in other investment companies, such as exchange-traded funds, unit investment trusts and open-end and closed-end funds, including affiliated investment companies.
U.S. Government Obligations — Each Fund may invest in debt of the United States government. There are no restrictions on the maturity of the debt securities in which a Fund may invest.

Investment Risks

Main Risks of Investing in a Fund:

Growth Investing Style Risk ( Retirement Growth Fund and Retirement Core Fund) — Historically, growth investments have performed best during the later stages of economic expansion. Therefore, the growth investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

Value Investing Style Risk ( Retirement Value Fund and Retirement Core Fund) — Historically, value investments have performed best during periods of economic recovery. Therefore, the value investing style may over time go in and out of favor. At times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.

Each Fund may also be subject to certain other risks associated with its investments and investment strategies, including:

Securities Lending Risk — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. A Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund.

Foreign Securities Risk — Because each Fund may invest in companies located in countries other than the United States, each Fund may be exposed to risks associated with foreign investments.

The value of holdings traded outside the U.S. (and any hedging transactions in foreign currencies) will be affected by changes in currency exchange rates
The costs of non-U.S. securities transactions tend to be higher than those of U.S. transactions
Foreign holdings may be adversely affected by foreign government action
International trade barriers or economic sanctions against certain non-U.S. countries may adversely affect these holdings
The economies of certain countries may compare unfavorably with the U.S. economy
Foreign securities markets may be smaller than the U.S. markets, which may make trading more difficult

Illiquid Securities Risk — If a Fund buys illiquid securities it may be unable to quickly sell them or may be able to sell them only at a price below current value.

Rule 144A Securities Risk — Rule 144A securities may have an active trading market but carry the risk that the active trading market may not continue.

Account Information

Each Fund currently offers one class of shares, Class K Shares.

Each Fund’s shares are distributed by BlackRock Investments, Inc. (the “Distributor”), an affiliate of BlackRock.

Class K Share Class at a Glance



Availability	Available only to (i) qualified recordkeepers with a distribution and/or fund servicing agreement (establishing an omnibus trading relationship) maintained with the Funds’ Distributor, (ii) defined benefit plans, defined contribution plans, endowments and foundations with greater than $100 million in qualified tax-exempt plan, and (iii) employers with greater than $100 million in the aggregate between qualified and non- qualified plans that they sponsor (collectively, “Institutions”).

Minimum Investment	$1

Initial Sales Charge?	No. Entire purchase price is invested in shares of the Fund.

Deferred Sales Charge?	No.

Distribution and Service (12b-1) Fees?	No.

Only certain investors are eligible to buy Class K shares. Either your financial professional or your selected securities dealer, broker, investment adviser, service provider, or industry professional (“financial intermediary”) can help you determine whether you are eligible to buy Class K shares.

Class K shares are normally purchased through a customer’s account at an Institution through procedures established by the Institution. In these cases, confirmation of share purchases and redemptions will be sent to the Institutions. A customer’s ownership of shares will be recorded by the Institution and reflected in the account statements provided by the Institution to its customers. Investors wishing to purchase Class K Shares should contact their Institutions. Purchase orders may be placed by calling (800) 441-7762.

If you transfer your investment from an Institution to a type of account, such as an individual retirement account, that is not an eligible Class K share investor in the Funds, you must liquidate your investment in Class K Shares of the Funds and purchase a share class of another series of the Corporation or another fund advised by BlackRock or its affiliates that is available for purchase by that type of account.

How to Buy, Sell and Transfer Shares

The chart on the following pages summarizes how to buy, sell and transfer shares through your financial professional or other financial intermediary. You may also buy, sell and transfer shares through BlackRock. To learn more about buying, selling, transferring or exchanging shares through PNC Global Investment Servicing (U.S.) Inc. (“PNC GIS” or the “Transfer Agent”), call (800) 441-7762. Because the selection of a mutual fund involves many considerations, your financial professional or other financial intermediary may help you with this decision.

In addition, the Funds may waive certain requirements regarding the purchase, sale or transfer of shares described below.


How to Buy Shares
	Your Choices	Important Information for You to Know

Initial Purchase	Determine the amount of your	There is a $1 minimum investment for all accounts.
	investment

	Have your financial	The price of your shares is based on the next calculation of the Fund’s
	professional or financial	net asset value after your order is placed. Any purchase orders placed
	intermediary submit your	prior to the close of business on the New York Stock Exchange (the
	purchase order	“Exchange”) (generally 4:00 p.m. Eastern time) will be priced at the net
		asset value determined that day. Certain financial intermediaries,
		however, may require submission of orders prior to that time.
		Purchase orders placed after that time will be priced at the net asset
		value determined on the next business day. The Fund may reject any
		order to buy shares and may suspend the sale of shares at any time.
		Other financial intermediaries may charge a processing fee to confirm
		a purchase.

	Or contact BlackRock (for	To purchase shares directly with BlackRock, call (800) 441-7762 and
	accounts held directly with	request a new account application. Mail the completed application
	BlackRock)	along with a check payable to “BlackRock Funds” to the Transfer
		Agent at the address on the application.

Add to Your	Purchase additional shares	The minimum investment for additional purchases is $1.
Investment

	Have your financial	To purchase additional shares you may contact your financial
	professional or financial	professional or financial intermediary.
	intermediary submit your
	purchase order for additional
	shares

	Or contact BlackRock	Purchase by Telephone: Call (800) 441-7762 and speak with one of
	(for accounts held directly	our representatives. The Fund has the right to reject any telephone
	with BlackRock)	request for any reason.
		Purchase in Writing: You may send a written request to BlackRock at
		the address on the back cover of this prospectus.

	Acquire additional shares by	All dividends and capital gains distributions are automatically
	reinvesting dividends and	reinvested without a sales charge. To make any changes to your
	capital gains	dividend and/or capital gains distributions options, please call (800)
		441-7762, or contact your financial professional (if your account is
		not held directly with BlackRock).

How to Pay for	Making payment for	Payment for an order must be made in Federal funds or other
Shares	purchases	immediately available funds by the time specified by your financial
		professional or financial intermediary, but in no event later than 4:00
		p.m. (Eastern time) on the first business day following BlackRock’s
		receipt of the order. If payment is not received by this time, the order
		will be canceled and you and your financial professional or financial
		intermediary will be responsible for any loss to the Fund.

		For Class K Shares purchased directly from the Fund, a check payable
		to BlackRock Funds which bears the name of the fund you are
		purchasing must accompany a completed purchase application.


How to Sell Shares


	Your Choices	Important Information for You to Know

Full or Partial	Have your financial	You can make redemption requests through your financial professional
Redemption of	professional or other financial	or financial intermediary in accordance with the procedures applicable
Shares	intermediary submit your	to your accounts. These procedures may vary according to the type of
	sales order	account and the financial intermediary involved, and customers should
		consult their financial intermediary in this regard. Financial
		intermediaries are responsible for transmitting redemption orders and
		crediting their customers’ accounts with redemption proceeds on a
		timely basis. Information relating to such redemption services and
		charges to process a redemption of shares, if any, should be obtained
		by customers from their financial intermediaries. Financial
		intermediaries may place redemption orders by telephoning
		(800) 441-7762. The price of Class K Shares is based on the next
		calculation of net asset value after your order is placed. For your
		redemption request to be priced at the net asset value on the day of
		your request, you must submit your request to your financial
		intermediary prior to that day’s close of business on the Exchange
		(generally 4:00 p.m. Eastern time). Certain financial intermediaries,
		however, may require submission of orders prior to that time. Any
		redemption request placed after that time will be priced at the net
		asset value at the close of business on the next business day.

		Financial intermediaries may charge a fee to process a redemption of
		shares.

		Each Fund may reject an order to sell shares under certain
		circumstances.

	Selling shares held directly	Methods of Redeeming
	with BlackRock	Redeem by Telephone: You may sell shares held at BlackRock via
		telephone request by telephoning (800) 441-7762.

		The Fund, its administrators and the Distributor will employ reasonable
		procedures to confirm that instructions communicated by telephone
		are genuine. A Fund and its service providers will not be liable for any
		loss, liability, cost or expense for acting upon telephone instructions
		that are reasonably believed to be genuine in accordance with such
		procedures. A Fund may refuse a telephone redemption request if it
		believes it is advisable to do so.

		During periods of substantial economic or market change, telephone
		redemptions may be difficult to complete. Please find below alternative
		redemption methods.
		Redeem in Writing: You may sell shares held at BlackRock by writing
		to BlackRock. All shareholders on the account must sign the letter. A
		medallion signature guarantee will generally be required but may be
		waived in certain limited circumstances. You can obtain a medallion
		signature guarantee stamp from a bank, securities dealer, securities
		broker, credit union, savings and loan association, national securities
		exchange or registered securities association. A notary public seal will
		not be acceptable. If you hold stock certificates, return the certificates
		with the letter. Proceeds from redemptions may be sent via check,
		ACH or wire to the bank account of record.


How to Sell Shares

	Your Choices	Important Information for You to Know

Full or Partial	Selling shares held directly	Payment of Redemption Proceeds by Wire Transfer: Payment for
Redemption of	with BlackRock (continued)	redeemed shares for which a redemption order is received before 4:00
Shares (continued)		p.m. (Eastern time) on a business day is normally made in Federal
		funds wired to the redeeming shareholder on the next business day,
		provided that the Fund’s custodian is also open for business. Payment
		for redemption orders received after 4:00 p.m. (Eastern time) or on a
		day when the Fund’s custodian is closed is normally wired in Federal
		funds on the next business day following redemption on which the
		Fund’s custodian is open for business. Each Fund reserves the right to
		wire redemption proceeds within seven days after receiving a
		redemption order if, in the judgment of the Fund, an earlier payment
		could adversely affect a Fund. No charge for wiring redemption
		payments is imposed by a Fund, although plans may charge their
		customer accounts for redemption services. Information relating to
		such redemption services and charges, if any, should be obtained by
		customers from their plans.
		The Funds are not responsible for the efficiency of the Federal wire
		system or the shareholder’s firm or bank. To change the name of the
		single, designated bank account to receive wire redemption proceeds,
		it is necessary to send a written request to the Fund at the address on
		the back cover of this prospectus.


How to Transfer your Account

	Your Choices	Important Information for You to Know

Transfer Shares to	Transfer to a participating	You may transfer your Class K Shares of the Fund only to another
Another Securities	securities dealer or other	securities dealer that has entered into an agreement with the
Dealer or Other	financial intermediary	Distributor. Certain shareholder services may not be available for the
Financial		transferred shares. All future trading of these assets must be
Intermediary		coordinated by the receiving firm.
		If your account is held directly with BlackRock, you may call
		(800) 441-7762 with any questions; otherwise please contact your
		financial intermediary to accomplish the transfer of shares.

	Transfer to a non-participating	You must either:
	financial intermediary	• Transfer your Class K Shares to an account with the Fund; or
		• Sell your Class K Shares, paying any applicable deferred sales charge.
		If your account is held directly with BlackRock, you may call
		(800) 441-7762 with any questions; otherwise please contact your
		financial intermediary to accomplish the transfer of shares.

Funds’ Rights

Each Fund may:

Suspend the right of redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act,
Postpone date of payment upon redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares,
Redeem shares for property other than cash if conditions exist which make cash payments undesirable in accordance with its rights under the Investment Company Act, and
Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level.

Short-Term Trading Policy

detect and prevent short-term or excessive trading in the Funds’ shares through such accounts. Identification of market timers may also be limited by operational systems and technical limitations. In the event that a financial intermediary is determined by the Fund to be engaged in market timing or other improper trading activity, the Funds’ Distributor may terminate such financial intermediary’s agreement with the Distributor, suspend such financial intermediary’s trading privileges or take other appropriate actions.

There is no assurance that the methods described above will prevent market timing or other trading that may be deemed abusive.

The Funds may from time to time use other methods that they believe are appropriate to deter market timing or other trading activity that may be detrimental to a Fund or long-term shareholders.

Redemption Fee

The following BlackRock Funds assess redemption fees:



EQUITY

BlackRock All-Cap Energy & Resources Portfolio	BlackRock International Opportunities Portfolio
BlackRock Aurora Portfolio	BlackRock International Value Fund
BlackRock Energy & Resources Portfolio	BlackRock Latin America Fund, Inc.
BlackRock EuroFund	BlackRock Pacific Fund, Inc.
BlackRock Global Allocation Fund, Inc.	BlackRock Science & Technology Opportunities Portfolio
BlackRock Global Dynamic Equity Fund	BlackRock Small Cap Core Equity Portfolio
BlackRock Global Emerging Markets Fund, Inc.	BlackRock Small Cap Growth Equity Portfolio
BlackRock Global Financial Services Fund, Inc.	BlackRock Small Cap Growth Fund II
BlackRock Global Growth Fund, Inc.	BlackRock Small Cap Index Fund
BlackRock Global Opportunities Portfolio	BlackRock Small Cap Value Equity Portfolio
BlackRock Global SmallCap Fund, Inc.	BlackRock Small/Mid-Cap Growth Portfolio
BlackRock Health Sciences Opportunities Portfolio	BlackRock U.S. Opportunities Portfolio
BlackRock International Diversification Fund	BlackRock Value Opportunities Fund, Inc.
BlackRock International Fund	MFS Research International FDP Fund
BlackRock International Index Fund



FIXED INCOME

BlackRock Emerging Market Debt Portfolio	BlackRock International Bond Portfolio
BlackRock High Income Fund	BlackRock Strategic Income Portfolio
BlackRock High Yield Bond Portfolio	BlackRock World Income Fund, Inc.

Master/Feeder Structure

Management of the Funds

BlackRock

The Master LLC, on behalf of each Master Portfolio, has entered into a management agreement (the “Management Agreement”) with BlackRock. Pursuant to the Management Agreements, BlackRock is entitled to annual management fees as follows:

Master Growth Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Growth Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not Exceeding $5 billion	0.50	%

In excess of $5 billion	0.45	%

Master Value Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Value Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not Exceeding $3 billion	0.50	%

In excess of $3 billion	0.45	%

Master Core Portfolio Total Annual Management Fee (Before Waivers)

With respect to the Master Core Portfolio, the maximum annual management fee that can be paid to BlackRock (as a percentage of average daily net assets) is calculated as follows:


Average Daily Net Assets	Rate of Management Fee

Not Exceeding $1 billion	0.50	%

In excess of $1 billion but not exceeding $5 billion	0.45	%

In excess of $5 billion	0.40	%

BlackRock has contractually agreed until March 1, 2010 to waive its advisory fee and/or to reimburse the Funds for expenses so that no Fund’s Total Annual Fund Operating Expenses with respect to its Class K Shares exceeds 0.65% .

Master Growth Portfolio	0.50	%

Master Value Portfolio	0.48	%

Master Core Portfolio	0.46	%

BlackRock also acts as administrator (the “Administrator”) to Retirement Growth Fund, Retirement Value Fund and Retirement Core Fund. No administration fee is payable pursuant to the agreement.

Portfolio Manager Information

Retirement Growth Fund, Retirement Value Fund and Retirement Core Fund

Retirement Growth Fund, Retirement Value Fund and Retirement Core Fund are managed by a team of financial professionals. Robert C. Doll, Jr., CFA and Daniel Hanson, CFA are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Fund.


Portfolio Manager	Primary Role	Since	Title and Recent Biography

Robert C. Doll, Jr., CFA	Responsible for the day-to-day	1999	Vice Chairman and Director of BlackRock, Inc.
	management of each Fund’s		since 2006; Global Chief Investment Officer for
	portfolio including setting the Fund’s		Equities, Chairman of the BlackRock Retail
	overall investment strategy and		Operating Committee and member of the
	overseeing the management of the		BlackRock Executive Committee since 2006;
	Funds		President of Merrill Lynch Investment Managers,
			L.P. (“MLIM”) and its affiliate, Fund Asset
			Management, L.P. (“FAM”), from 2001 to 2006;
			President and a member of the Board of the
			funds advised by MLIM and its affiliates from
			2005 to 2006.

Daniel Hanson, CFA	Responsible for the day-to-day	2008	Managing Director of BlackRock, Inc. since
	management of each Fund’s		2009; Director of BlackRock from 2007 to
	portfolio including setting the Fund’s		2009; Member of MLIM’s Large Cap Series
	overall investment strategy and		Team from 2003 to 2006.
	overseeing the management of the
	Funds

Conflicts of Interest

Valuation of Fund Investments

Dividends, Distributions and Taxes

BUYING A DIVIDEND

The Funds will distribute net investment income, if any, and net realized capital gains, if any, at least annually. The Funds may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. Dividends may be reinvested automatically in shares of the Funds at net asset value or may be taken in cash. If you would like to receive dividends in cash, contact your financial adviser, selected securities dealer, other financial intermediary or the Transfer Agent. Although this cannot be predicted with any certainty, each Fund anticipates that the majority of its dividends, if any, will consist of capital gains.

Because of the special tax rules applicable to investments by qualified plans exempt from tax under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), if you are such a plan, you will not be taxed on dividends paid by a Fund or on the proceeds of a redemption or an exchange of shares of a Fund, provided the shares are not debt-financed property to you. Different tax consequences apply to a shareholder that does not satisfy the requirements of Section 401(a) or 501(a) of the Internal Revenue Code.

Each Master Portfolio and each Fund will operate so that the Funds satisfy the requirements under the Internal Revenue Code for taxation as a regulated investment company, and by satisfying those requirements and distributing its net investment income and net capital gain, as described above, each Fund will seek to avoid incurring liability for federal income tax that would affect its investment return. However, dividends and interest received by the Funds may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

This section summarizes some of the consequences under current Federal tax law of an investment in a Fund. It is not a substitute for individualized tax advice. Consult your tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.

Financial Highlights

Growth Fund


	Class K Period January 3, 2008 ¹ to October 31, 2008



Per Share Operating Performance

Net asset value, beginning of period	$	11.20

Net investment income ²		0.02

Net realized and unrealized loss		(3.77	)

Net decrease from investment operations		(3.75	)

Net asset value, end of period	$	7.45

Total Investment Return

Total investment return		(33.48	)% ³

Ratios to Average Net Assets ^4,5

Total expenses after reimbursement		0.65	%

Total expenses		0.81	%

Net investment income		0.30	%

Supplemental Data

Net assets, end of period (000)	$	80,882

Portfolio turnover of the Master Portfolio		144	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Aggregate total investment return.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

⁵	Annualized.

Financial Highlights (continued)

Value Fund


	Class K Period January 3, 2008 ¹ to October 31, 2008

Per Share Operating Performance

Net asset value, beginning of period	$	18.54

Net investment income ²		0.13

Net realized and unrealized loss		(6.34	)

Net decrease from investment operations		(6.21	)

Net asset value, end of period	$	12.33

Total Investment Return

Total investment return		(33.50	)% ³

Ratios to Average Net Assets ^4,5

Total expenses after reimbursement		0.63	%

Total expenses		0.78	%

Net investment income		1.03	%

Supplemental Data

Net assets, end of period (000)	$	128,159

Portfolio turnover of the Master Portfolio		108	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Aggregate total investment return.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

⁵	Annualized.

Financial Highlights (concluded)

Core Fund


	Class K Period January 3, 2008 ¹ to October 31, 2008



Per Share Operating Performance

Net asset value, beginning of period	$	13.25

Net investment income ²		0.07

Net realized and unrealized loss		(4.68	)

Net decrease from investment operations		(4.61	)

Net asset value, end of period	$	8.64

Total Investment Return

Total investment return		(34.79	)% ³

Ratios to Average Net Assets ^4,5

Total expenses after reimbursement		0.62	%

Total expenses		0.71	%

Net investment income		0.76	%

Supplemental Data

Net assets, end of period (000)	$	105,224

Portfolio turnover of the Master Portfolio		109	%

¹	Commencement of operations.

²	Based on average shares outstanding.

³	Aggregate total investment return.

⁴	Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income.

⁵	Annualized.

General Information

Shareholder Documents

Electronic Access to Annual Reports, Semi-Annual Reports and Prospectuses

Shareholders Who Hold Accounts Directly With BlackRock:

Access the BlackRock website at http://www.blackrock.com/edelivery
Log into your account.