N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-07899 and 811-07885

Name of Fund: BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: Donald C. Burke, Chief Executive Officer, BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC, 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011

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

Date of fiscal year end: 12/31/2008

Date of reporting period: 12/31/2008

Item 1 – Report to Stockholders

EQUITIES  FIXED INCOME  REAL ESTATE  LIQUIDITY  ALTERNATIVES  BLACKROCK SOLUTIONS

BlackRock S&P 500 Index Fund OF BLACKROCK INDEX FUNDS, INC.
ANNUAL REPORT | DECEMBER 31, 2008

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

Table of Contents

	Page
A Letter to Shareholders	3
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	6
Fund Financial Statements:
Statement of Assets and Liabilities	7
Statement of Operations	8
Statements of Changes in Net Assets	8
Fund Financial Highlights	9
Fund Notes to Financial Statements	10
Fund Report of Independent Registered Public Accounting Firm	13
Important Tax Information (Unaudited)	13
Series Portfolio Information	14
Series Financial Statements:
Summary Schedule of Investments	15
Statement of Assets and Liabilities	19
Statement of Operations	20
Statements of Changes in Net Assets	21
Series Financial Highlights	21
Series Notes to Financial Statements	22
Series Report of Independent Registered Public Accounting Firm	25
Officers and Directors	26
Additional Information	29
Mutual Fund Family	31

2 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

A Letter to Shareholders

Dear Shareholder

The present time may well be remembered as one of the most tumultuous periods in financial market history. Over the past year, the bursting of the housing bubble and the resultant credit crisis swelled into an all-out global financial market meltdown that featured the collapse of storied financial firms, volatile swings in the world’s financial markets and monumental government responses designed to prop up the economy and stabilize the financial system.

The US economy appeared relatively resilient through the first half of 2008, when rising food and energy prices stoked fears of inflation. The tenor changed dramatically in the second half, as inflationary pressure subsided amid plummeting oil prices, while economic pressures escalated in the midst of a rapid deterioration in consumer spending, employment and other key indicators. By period-end, the National Bureau of Economic Research had confirmed what most already knew — the United States was in a recession, which officially began in December 2007. The Federal Reserve Board (the “Fed”), after slashing interest rates aggressively in the early months of the year, resumed that rate-cutting campaign in the fall, with the final reduction in December bringing the target federal funds rate to a record low range of between zero and 0.25%. Importantly, the central bank pledged that future policy moves to revive the global economy and financial markets would comprise primarily of nontraditional and quantitative easing measures, such as capital injections, lending programs and government guarantees.

Against this backdrop, US equity markets experienced intense volatility, with periods of downward pressure punctuated by sharp rebounds. Declines were significant and broad-based, though smaller cap stocks posted somewhat better relative performance. Non-US stocks started off the year stronger, but quickly lost ground as the credit crisis revealed itself to be global in nature and as the global economy turned south. Overall, domestic equities notched better results than non-US equities, reversing the prior years’ trend of international equity outperformance.

In fixed income markets, investors shunned risky assets and sought the safety and liquidity of US Treasury issues. Prices soared, while yields fell to record lows, with the Treasury sector topping all other asset classes over the reporting period. Amid spillover from historic events in the financial sector, municipals contended with fewer market participants, lack of liquidity, a challenging funding environment and a backlog of new-issue supply, all of which contributed to the sector’s underperformance relative to taxable issues. At the same time, economic turmoil combined with dislocated credit markets and substantial technical pressures resulted in the worst year on record for the high yield market.

In all, an investor flight to safety prevailed, as evidenced in the six- and 12-month returns of the major benchmark indexes:

Total Returns as of December 31, 2008	6-month			12-month
US equities (S&P 500 Index)		(28.48	)%		(37.00	)%
Small cap US equities (Russell 2000 Index)		(26.94	)		(33.79	)
International equities (MSCI Europe, Australasia, Far East Index)		(36.41	)		(43.38	)
US Treasury securities (Merrill Lynch 10-Year US Treasury Index)		17.70			20.06
Taxable fixed income (Barclays Capital US Aggregate Index*)		4.07			5.24
Tax-exempt fixed income (Barclays Capital Municipal Bond Index*)		(2.49	)		(2.47	)
High yield bonds (Barclays Capital US Corporate High Yield 2% Issuer Capped Index*)		(25.07	)		(25.88	)

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

Through periods of market turbulence, as ever, BlackRock’s full resources are dedicated to the management of our clients’ assets. For our most current views on the economy and financial markets, we invite you to visit www.blackrock.com/funds. As always, we thank you for entrusting BlackRock with your investments, and we look forward to continuing to serve you in the months and years ahead.

Sincerely,

Rob Kapito
President, BlackRock Advisors, LLC

THIS PAGE NOT PART OF YOUR FUND REPORT

3

Fund Summary as of December 31, 2008

Portfolio Management Commentary

	How did the Fund perform?
•	For the 12 months ended December 31,2008,the Fund generated returns, through its investment in Master S&P 500 Index Series (the “Series”), that generally tracked that of the benchmark Standard & Poor’s (S&P) 500 Index, a market-weighted index composed of 500 common stocks issued by large-capitalization companies in a wide range of business. The stocks included in the index collectively represent a substantial portion of all common stocks publicly traded in the United States.
•	Returns for the portfolio’s respective share classes differ from the benchmark based on individual share-class expenses.
	Describe the market environment.
•	2008 turned out to be a year investors would like to forget, but instead will vividly remember. The economy and financial markets remained relatively resilient throughout the first part of the year before collapsing outright in September, producing the worst year for stocks since the Great Depression. With the exception of government bonds and cash, nearly every asset class, including stocks, credit-related fixed income, commodities and real estate, saw sharp declines. Credit issues dominated the financial headlines, resulting in the collapse of several storied financial institutions. Government responses around the world were rapid and inventive, with the U.S. Federal Reserve and other policymakers adopting new lending and asset purchase programs in an effort to restore some measure of liquidity to the system.
•	The Federal Reserve Board (the “Fed”), after slashing interest rates aggressively in the early months of 2008, resumed that rate-cutting campaign in the fall, bringing the target federal funds rate to a “target range” of between zero and 0.25% on December 16, its lowest level in history. The Fed acknowledged that “weak economic conditions are likely to warrant exceptionally low levels of the federal funds rate for some time,” and indicated that it will continue to pursue unconventional policies of quantitative easing (in which the Fed injects cash into the financial system by purchasing assets).
•	In this environment, all 10 sectors within the S&P 500 Index posted negative returns. Losses were most prominent in financials, which lost 55.3% for the year amid unprecedented difficulties in the banking and credit systems. Materials and information technology were also hit hard, declining 45.7% and 43.1%, respectively. At the top was the defensive consumer staples sector, which posted a comparatively smaller loss of 15.4%.
	Describe recent portfolio activity.
•	Throughout the 12-month period, as changes were made to the composition of the S&P 500 Index, the Series purchased and sold securities to maintain its objective of replicating the risks and return of the benchmark.
	Describe portfolio positioning at period end.
•	In keeping with its investment objective, the Series remains positioned to match the risk characteristics of its benchmark, irrespective of the market’s future direction.

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

Expense Example

	Actual			Hypothetical2
	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During the Period1	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During the Period1
Institutional	$ 1,000	$ 714.50	$ 1.51	$ 1,000	$ 1,023.34	$ 1.78
Investor A	$ 1,000	$ 713.40	$ 2.63	$ 1,000	$ 1,022.03	$ 3.10

1

For each class of the Fund, expenses are equal to the annualized expense ratio for the class (0.35% for Institutional and 0.61% for Investor A), multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period shown). Because the Fund is a feeder fund, the expense table example reflects the expenses of both the feeder fund and the master in which it invests.

2

Hypothetical 5% annual return before expenses is calculated by pro-rating the number of days in the most recent fiscal half year divided by 366. See “Disclosure of Expenses” on page 6 for further information on how expenses were calculated.

4 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Total Return Based on a $10,000 Investment

1	Assuming transaction costs, if any, and other operating expenses, including advisory fees.
2	The Fund invests all of its assets in the Series of Quantitative Master Series LLC. The Series’ investments are allocated among common stocks in approximately the same weightings as the S&P 500 Index.
3	This unmanaged Index covers 500 industrial, utility, transportation and financial companies of the U.S. markets (mostly NYSE issues), representing about 75% of NYSE market capitalization and 30% of NYSE issues.

Performance Summary for the Period Ended December 31, 2008

	6-Month Total Returns			Average Annual Total Returns4
				1 Year			5 Year			10 Years
Institutional		(28.55	)%		(37.20	)%		(2.45	)%		(1.71	)%
Investor A		(28.66	)		(37.36	)		(2.72	)		(1.96	)
S&P 500 Index		(28.48	)		(37.00	)		(2.19	)		(1.38	)

⁴ Average annual total returns reflect reductions for service fees. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related fees.

Past performance is not indicative of future results.
BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008	5

About Fund Performance

•	Institutional Shares are not subject to any sales charge. Institutional Shares bear no ongoing distribution or service fees and are available only to eligible investors.
•	Investor A Shares are not subject to any sales charge and bear no ongoing distribution fee. Investor A Shares are subject to an ongoing service fee of 0.25% per year.
	Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance table on page 5 assume reinvestment of all dividends and capital gain distributions, if any, at net asset value on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of service and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders. The Fund’s administrator waived a portion of its fee. Without such waiver, the Fund’s performance would have been lower.

Disclosure of Expenses

Shareholders of this Fund may incur the following charges: (a) expenses related to transactions, including redemption fees and exchange fees; and (b) operating expenses including advisory fees, distribution fees including 12b-1 fees and other Fund expenses. The expense example on page 4 (which is based on a hypothetical investment of $1,000 invested on July 1, 2008 and held through December 31, 2008) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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

6 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Statement of Assets and Liabilities BlackRock S&P 500 Index Fund

December 31, 2008
Assets
Investment at value — Master S&P 500 Index Series (the “Series”) (cost — $1,545,607,763)	$	1,394,520,038
Withdrawals receivable from the Series		228,791,079
Capital shares sold receivable		3,463,034
Prepaid expenses		22,944
Total assets		1,626,797,095
Liabilities
Capital shares redeemed payable		232,254,113
Administration fees payable		325,038
Distribution fees payable		116,976
Other affiliates payable		14,873
Income dividends payable		2,943
Officer’s and Directors’ fees payable		200
Other accrued expenses payable		636,445
Total liabilities		233,350,588
Net Assets	$	1,393,446,507
Net Assets Consist of
Institutional Shares, $0.0001 par value, 250,000,000 shares authorized	$	7,397
Investor A Shares, $0.0001 par value, 250,000,000 shares authorized		5,279
Paid-in capital in excess of par		1,734,754,689
Undistributed net investment income		1,157,759
Accumulated net realized loss allocated from the Series		(191,390,892	)
Net unrealized appreciation/depreciation allocated from the Series		(151,087,725	)
Net Assets	$	1,393,446,507
Net Asset Value
Institutional — Based on net assets of $813,526,750 and 73,972,130 shares outstanding	$	11.00
Investor A — Based on net assets of $579,919,757 and 52,794,708 shares outstanding	$	10.98

See Notes to Financial Statements.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 7

Statement of Operations BlackRock S&P 500 Index Fund

Year Ended December 31, 2008
Investment Income
Net investment income allocated from the Series:
Dividends	$	50,741,085
Securities lending — affiliated		1,220,332
Income — affiliated		766,075
Expenses		(795,689	)
Total income		51,931,803
Expenses
Administration		5,481,235
Service — Investor A		2,023,512
Transfer agent — Institutional		773,522
Transfer agent — Investor A		514,088
Licensing		100,000
Printing		88,595
Registration		58,077
Professional		25,446
Miscellaneous		19,282
Total expenses		9,083,757
Net investment income		42,848,046
Realized and Unrealized Loss Allocated from the Series
Net realized loss from investments and futures		(20,544,529	)
Net change in unrealized appreciation/depreciation on investments and futures		(989,955,628	)
Total realized and unrealized loss		(1,010,500,157	)
Net Decrease in Net Assets Resulting from Operations	$	(967,652,111	)

Statements of Changes in Net Assets BlackRock S&P 500 Index Fund

	Year Ended December 31,
Increase (Decrease) in Net Assets:	2008			2007
Operations
Net investment income	$	42,848,046		$	43,358,304
Net realized gain (loss)		(20,544,529	)		91,193,164
Net change in unrealized appreciation/depreciation		(989,955,628	)		3,858,140
Net increase (decrease) in net assets resulting from operations		(967,652,111	)		138,409,608
Dividends to Shareholders From
Net investment income:
Institutional		(28,508,857	)		(30,010,433	)
Investor A		(13,949,473	)		(13,728,052	)
Decrease in net assets resulting from dividends to shareholders		(42,458,330	)		(43,738,485	)
Capital Share Transactions
Net decrease in net assets derived from capital share transactions		(305,850,010	)		(54,267,850	)
Net Assets
Total increase (decrease) in net assets		(1,315,960,451	)		40,403,273
Beginning of year		2,709,406,958			2,669,003,685
End of year	$	1,393,446,507		$	2,709,406,958
End of year undistributed net investment income	$	1,157,759		$	758,147

See Notes to Financial Statements.
8	BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008

Financial Highlights BlackRock S&P 500 Index Fund

	Institutional															Investor A
	Year Ended December 31,															Year Ended December 31,
	2008			2007			2006			2005			2004			2008			2007			2006			2005			2004
Per Share Operating Performance
Net asset value, beginning of year	$	18.01		$	17.40		$	15.29		$	14.84		$	13.64		$	17.96		$	17.36		$	15.26		$	14.81		$	13.62
Net investment income1		0.31			0.30			0.26			0.23			0.24			0.27			0.25			0.22			0.19			0.20
Net realized and unrealized gain (loss)		(7.01	)		0.62			2.11			0.46			1.19			(6.98	)		0.61			2.10			0.46			1.19
Net increase (decrease) from investment operations		(6.70	)		0.92			2.37			0.69			1.43			(6.71	)		0.86			2.32			0.65			1.39
Dividends from net investment income		(0.31	)		(0.31	)		(0.26	)		(0.24	)		(0.23	)		(0.27	)		(0.26	)		(0.22	)		(0.20	)		(0.20	)
Net asset value, end of year	$	11.00		$	18.01		$	17.40		$	15.29		$	14.84		$	10.98		$	17.96		$	17.36		$	15.26		$	14.81
Total Investment Return
Based on net asset value		(37.20	)%		5.29	%		15.49	%		4.63	%		10.55	%		(37.36	)%		4.97	%		15.18	%		4.38	%		10.22	%
Ratios to Average Net Assets2
Total expenses		0.35	%		0.34	%		0.35	%		0.35	%		0.34	%		0.60	%		0.60	%		0.60	%		0.60	%		0.59	%
Net investment income		2.00	%		1.64	%		1.61	%		1.52	%		1.68	%		1.75	%		1.38	%		1.36	%		1.27	%		1.42	%
Supplemental Data
Net assets, end of year (000)	$	813,527		$	1,779,030		$	1,699,791		$	1,544,023		$	1,653,423		$	579,920		$	930,377		$	969,213		$	896,796		$	939,608
Portfolio turnover of the Series		8	%		4	%		4	%		11	%		6	%		8	%		4	%		4	%		11	%		6	%

1	Based on average shares outstanding.
2	Includes the Fund’s share of the Series’ allocated expenses and/or net investment income.

See Notes to Financial Statements.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 9

Notes to Financial Statements BlackRock S&P 500 Index Fund

1. Organization and Significant Accounting Policies:

BlackRock S&P 500 Index Fund (the “Fund”), a series of BlackRock Index Funds, Inc. (the “Corporation”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, management investment company. The Fund is organized as a Maryland corporation. The Fund seeks to achieve its investment objective by investing all of its assets in Master S&P 500 Index Series (the “Series”) of Quantitative Master Series LLC. The value of the Fund’s investment in the Series reflects the Fund’s proportionate interest in the net assets of the Series. The performance of the Fund is directly affected by the performance of the Series. The financial statements of the Series, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. Actual results may differ from these estimates. The percentage of the Series owned by the Fund at December 31, 2008 was 71.4%. The Fund offers multiple classes of shares. Institutional Shares are sold without a sales charge and only to certain eligible investors. Investor A Shares are generally sold with a front-end sales charge. Both classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Investor A Shares bear certain expenses related to the shareholder servicing of such shares and have exclusive voting rights with respect to matters relating to its shareholder servicing expenditures.

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

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

Effective January 1, 2008, the Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various updates are used in determining the fair value of investments, which are as follows:

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

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

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

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

The following table summarizes the inputs used as of December 31, 2008 in determining the fair valuation of the Fund’s investments:

Valuation Inputs	Investments in Securities
	Assets
Level 1		—
Level 2	$	1,394,520,038
Level 3		—
Total	$	1,394,520,038

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

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

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

The Fund files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s US federal tax returns remains open for the years ended December 31, 2005 through December 31, 2007. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Recent Accounting Pronouncement: In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”), was issued. FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The impact on the Fund’s financial statement disclosures, if any, is currently being assessed.

10 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Notes to Financial Statements (continued) BlackRock S&P 500 Index Fund

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

2. Transactions with Affiliates:

The Corporation, on behalf of the Fund, has entered into an Administration Agreement with BlackRock Advisors, LLC (the “Administrator”), an indirect, wholly owned subsidiary of BlackRock, Inc. to provide administrative services (other than investment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.245% of the Fund’s average daily net assets. Merrill Lynch & Co., Inc. (“Merrill Lynch”) and The PNC Financial Services Group, Inc. (“PNC”) are the largest stockholders of BlackRock, Inc. As of December 31, 2008, Merrill Lynch and PNC are affiliates of BlackRock.

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

The Administrator has entered into a voluntary arrangement with the Fund under which the expenses incurred by each class of shares of the Fund (excluding service fees) will not exceed 0.40%. This arrangement has a one-year term and is renewable.

Effective October 1, 2008, the Corporation, on behalf of the Fund, has entered into a Distribution Agreement and an Account Maintenance Plan with BlackRock Investments, Inc. (“BII”), which replaced FAM Distributors, Inc. (“FAMD”) and BlackRock Distributors, Inc. and its affiliates (“BDI”) (collectively the “Distributor”) as the sole distributor of the Fund. FAMD is a wholly owned subsidiary of Merrill Lynch Group, Inc. BII and BDI are affiliates of BlackRock, Inc. The service fee did not change as a result of this transaction.

Pursuant to the Account Maintenance Plan adopted by the Corporation in accordance with Rule 12b-1 under the 1940 Act, the Fund pays the Distributor an ongoing service fee with respect to Investor A Shares. The fee is accrued daily and paid monthly at annual rate of 0.25% based upon the average daily net assets of Investor A Shares.

Pursuant to sub-agreements with the Distributor, broker-dealers, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly owned subsidiary of Merrill Lynch, and the Distributor provide shareholder servicing to the Fund. The ongoing service fee compensates the Distributor and each broker-dealer for providing shareholder servicing services to Investor A.

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

Pursuant to written agreements, certain affiliates provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these affiliates receive an annual fee per shareholder account which will vary depending on share class. For the year ended December 31, 2008, the Fund paid $1,129,005 in return for these services, which are a component of the transfer agent fees in the accompanying Statement of Operations.

The Fund may earn income on positive cash balances in demand deposit accounts that are maintained by the transfer agent on behalf of the Fund. For the year ended December 31, 2008, the Fund earned $9,546, which is included in income — affiliated in the Statement of Operations.

The Administrator maintains a call center, which is responsible for providing certain shareholder services to the Fund, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. For the year ended December 31, 2008, the following amounts have been accrued by the Fund to reimburse the Administrator for costs incurred running the call center, which are a component of the transfer agent fees in the accompanying Statement of Operations.

	Call Center Fees
Institutional		$	9,144
Investor A		$	14,989

Certain officers and/or directors of the Corporation are officers and/or directors of BlackRock, Inc. or its affiliates. The Fund reimburses the Administrator for its allocated share of compensation paid to the Corporation’s Chief Compliance Officer.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 11

Notes to Financial Statements (concluded) BlackRock S&P 500 Index Fund

3. Income Tax Information:

Reclassifications: Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. The following permanent differences as of December 31, 2008 attributable to classification of settlement proceeds, were reclassified to the following accounts:

Paid-in capital	$	3,086
Undistributed net investment income	$	9,896
Accumulated net realized loss	$	(12,982	)

The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 was as follows:

	12/31/2008		12/31/2007
Distributions paid from:
Ordinary Income	$	42,458,330	$	43,738,485
Total taxable distributions	$	42,458,330	$	43,738,485

As of December 31, 2008, the components of accumulated losses on a tax basis were as follows:

Undistributed ordinary net income	$	1,157,759
Capital loss carryforward		(87,618,119	)
Net unrealized losses		(254,860,498	)*
Total accumulated net losses	$	(341,320,858	)

* The difference between book-basis and tax-basis net unrealized losses is attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains/losses on certain futures contracts, the deferral of post-October capital losses for tax purposes and the difference between the book and tax treatment of certain stock lending transactions.

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

Expires December 31,
2010	$	3,255,552
2011		7,823,922
2012		21,618,948
2013		28,402,088
2014		26,517,609
Total	$	87,618,119

4. Capital Share Transactions:

Transactions in shares for each class were as follows:

	Year Ended December 31, 2008						Year Ended December 31, 2007
	Shares			Amount			Shares			Amount
Institutional
Shares sold		38,049,016		$	551,610,604			31,473,402		$	573,268,833
Shares issued to shareholders in reinvestment of dividends		2,486,856			27,497,073			1,628,519			29,084,218
Total issued		40,535,872			579,107,677			33,101,921			602,353,051
Shares redeemed		(65,367,132	)		(900,768,886	)		(31,960,698	)		(583,460,577	)
Net increase (decrease)		(24,831,260	)	$	(321,661,209	)		1,141,223		$	18,892,474
Investor A
Shares sold		18,980,933		$	282,115,397			10,990,071		$	199,586,598
Shares issued to shareholders in reinvestment of dividends		1,152,672			12,743,352			713,622			12,721,725
Total issued		20,133,605			294,858,749			11,703,693			212,308,323
Shares redeemed		(19,127,902	)		(279,047,550	)		(15,730,807	)		(285,468,647	)
Net increase (decrease)		1,005,703		$	15,811,199			(4,027,114	)	$	(73,160,324	)

5. Subsequent Event:

On January 1, 2009, Bank of America Corporation announced that it had completed its acquisition of Merrill Lynch, one of the largest stockholders of BlackRock, Inc.

12 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Report of Independent Registered Public Accounting Firm BlackRock S&P 500 Index Fund

To the Shareholders and Board of Directors of BlackRock Index Funds, Inc.:

We have audited the accompanying statement of assets and liabilities of BlackRock S&P 500 Index Fund, one of the series constituting BlackRock Index Funds, Inc., (the “Fund”) as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with U.S. accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
Princeton, New Jersey
February 27, 2009

Important Tax Information (Unaudited)

All of the ordinary income distributions paid by BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. during the fiscal year ended December 31, 2008 qualify for the dividends received deduction for corporations and consist entirely of qualified dividend income for individuals.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 13

Portfolio Information Master S&P 500 Index Series

As of December 31, 2008

Ten Largest Holdings	Percent of Long-Term Investments
Exxon Mobil		5	%
The Procter & Gamble Co		2
General Electric Co		2
AT&T Inc.		2
Johnson & Johnson		2
Chevron Corp.		2
Microsoft Corp.		2
Wal-Mart Stores, Inc.		2
Pfizer, Inc.		2
JPMorgan Chase & Co.		2

Sector Allocation	Percent of Long-Term Investments
Information Technology		15	%
Health Care		15
Financials		13
Energy		13
Consumer Staples		13
Industrials		11
Consumer Discretionary		9
Utilities		4
Telecommunication Services		4
Materials & Processing		3

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

Derivative Instruments

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

14 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Summary Schedule of Investments December 31, 2008	Master S&P 500 Index Series
	(Percentages shown are based on Net Assets)

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

Industry	Common Stocks	Shares		Value		Percent
Aerospace & Defense	United Technologies Corp.		232,111	$	12,441,150	0.6	%
	Other Securities				41,316,014	2.1
					53,757,164	2.7
Air Freight & Logistics	United Parcel Service, Inc. Class B		242,987		13,403,163	0.7
	Other Securities				8,868,262	0.4
					22,271,425	1.1
Airlines	Other Securities				1,557,375	0.1
Auto Components	Other Securities				2,986,600	0.2
Automobiles	Other Securities				2,777,199	0.1
Beverages	The Coca-Cola Co.		485,783		21,991,396	1.1
	PepsiCo, Inc.		379,124		20,764,621	1.1
	Other Securities				6,440,547	0.3
					49,196,564	2.5
Biotechnology	Amgen, Inc. (a)		258,640		14,936,460	0.7
	Gilead Sciences, Inc. (a)		224,582		11,485,123	0.6
	Other Securities				15,243,113	0.8
					41,664,696	2.1
Building Products	Other Securities				978,405	0.1
Capital Markets	The Goldman Sachs Group, Inc.		107,963		9,110,998	0.5
	Merrill Lynch & Co., Inc. (b)		390,938		4,550,518	0.2
	Other Securities				31,714,389	1.6
					45,375,905	2.3
Chemicals	Monsanto Co.		133,772		9,410,860	0.5
	Other Securities				24,145,319	1.2
					33,556,179	1.7
Commercial Banks	The PNC Financial Services Group, Inc. (b)		84,949		4,162,501	0.2
	U.S. Bancorp		428,311		10,712,058	0.6
	Wells Fargo & Co.		925,190		27,274,601	1.4
	Other Securities				18,205,390	0.9
					60,354,550	3.1
Commercial Services & Supplies	Other Securities				10,558,248	0.5
Communications Equipment	Cisco Systems, Inc. (a)		1,429,404		23,299,285	1.2
	QUALCOMM, Inc.		404,101		14,478,939	0.8
	Other Securities				10,322,440	0.5
					48,100,664	2.5
Computers & Peripherals	Apple, Inc. (a)		217,003		18,521,206	1.0
	Hewlett-Packard Co.		597,911		21,698,190	1.1
	International Business Machines Corp.		327,991		27,603,723	1.4
	Other Securities				13,461,851	0.7
					81,284,970	4.2
Construction & Engineering	Other Securities				3,432,356	0.2
Construction Materials	Other Securities				1,869,754	0.1
Consumer Finance	Other Securities				10,435,853	0.5
Containers & Packaging	Other Securities				4,022,697	0.2
Distributors	Other Securities				1,472,640	0.1

See Notes to Financial Statements.
BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008	15

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

Industry	Common Stocks	Shares		Value		Percent
Diversified Consumer Services	Other Securities			$	3,874,257	0.2	%
Diversified Financial Services	Bank of America Corp.		1,224,941		17,247,169	0.9
	Citigroup, Inc.		1,330,479		8,927,514	0.4
	JPMorgan Chase & Co.		911,147		28,728,465	1.5
	Other Securities				9,654,888	0.5
					64,558,036	3.3
Diversified Telecommunication Services	AT&T Inc.		1,438,691		41,002,694	2.1
	Verizon Communications, Inc.		693,457		23,508,192	1.2
	Other Securities				4,882,676	0.3
					69,393,562	3.6
Electric Utilities	Exelon Corp.		160,611		8,931,578	0.4
	Other Securities				38,452,354	2.0
					47,383,932	2.4
Electrical Equipment	Other Securities				9,205,016	0.5
Electronic Equipment & Instruments	Other Securities				6,057,085	0.3
Energy Equipment & Services	Schlumberger Ltd.		291,990		12,359,937	0.6
	Other Securities				17,490,148	0.9
					29,850,085	1.5
Food & Staples Retailing	CVS Caremark Corp.		350,652		10,077,738	0.5
	Wal-Mart Stores, Inc.		545,809		30,598,053	1.6
	Other Securities				22,624,250	1.1
					63,300,041	3.2
Food Products	Kraft Foods, Inc.		358,651		9,629,779	0.5
	Other Securities				25,045,123	1.3
					34,674,902	1.8
Gas Utilities	Other Securities				2,837,056	0.2
Health Care Equipment & Supplies	Medtronic, Inc.		272,957		8,576,309	0.4
	Other Securities				33,195,247	1.7
					41,771,556	2.1
Health Care Providers & Services	Other Securities				40,390,936	2.1
Health Care Technology	Other Securities				673,119	0.0
Hotels, Restaurants & Leisure	McDonald’s Corp.		272,101		16,921,961	0.9
	Other Securities				12,771,475	0.6
					29,693,436	1.5
Household Durables	Other Securities				7,467,075	0.4
Household Products	The Procter & Gamble Co.		728,894		45,060,227	2.3
	Other Securities				15,652,656	0.8
					60,712,883	3.1
IT Services	Other Securities				18,684,279	1.0
Independent Power Producers & Energy Traders	Other Securities				2,694,096	0.1
Industrial Conglomerates	3M Co.		169,185		9,734,905	0.5
	General Electric Co.		2,564,137		41,539,019	2.1
	Other Securities				3,310,905	0.2
					54,584,829	2.8
Insurance	Other Securities				51,332,456	2.6
Internet & Catalog Retail	Other Securities				4,450,445	0.2

See Notes to Financial Statements.
16	BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008

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

Industry	Common Stocks	Shares		Value		Percent
Internet Software & Services	Google, Inc. Class A (a)		58,399	$	17,966,452	0.9	%
	Other Securities				9,315,678	0.5
					27,282,130	1.4
Leisure Equipment & Products	Other Securities				2,712,685	0.1
Life Sciences Tools & Services	Other Securities				6,446,750	0.3
Machinery	Other Securities				31,689,454	1.6
Media	Comcast Corp. Class A		703,066		11,867,754	0.6
	Time Warner, Inc. (c)		875,797		8,810,518	0.5
	Walt Disney Co.		451,840		10,252,250	0.5
	Other Securities				18,524,527	0.9
					49,455,049	2.5
Metals & Mining	Other Securities				14,603,740	0.7
Multi-Utilities	Other Securities				28,420,034	1.5
Multiline Retail	Other Securities				13,396,176	0.7
Office Electronics	Other Securities				1,685,344	0.1
Oil, Gas & Consumable Fuels	Chevron Corp.		496,029		36,691,265	1.9
	ConocoPhillips		363,905		18,850,279	1.0
	Exxon Mobil Corp. (d)		1,241,827		99,135,049	5.1
	Occidental Petroleum Corp.		197,719		11,861,163	0.6
	Other Securities				59,250,901	3.0
					225,788,657	11.6
Paper & Forest Products	Other Securities				3,278,365	0.2
Personal Products	Other Securities				3,377,673	0.2
Pharmaceuticals	Abbott Laboratories		378,754		20,214,102	1.0
	Bristol-Myers Squibb Co.		483,331		11,237,446	0.6
	Eli Lilly & Co.		244,256		9,836,189	0.5
	Johnson & Johnson		677,337		40,525,073	2.1
	Merck & Co., Inc.		516,125		15,690,200	0.8
	Pfizer, Inc.		1,646,130		29,152,962	1.5
	Wyeth		325,034		12,192,025	0.6
	Other Securities				13,713,163	0.7
					152,561,160	7.8
Professional Services	Other Securities				2,989,516	0.2
Real Estate Investment Trusts (REITs)	Other Securities				18,580,576	1.0
Real Estate Management & Development	Other Securities				201,705	0.0
Road & Rail	Other Securities				19,000,797	1.0
Semiconductors & Semiconductor Equipment	Intel Corp.		1,357,853		19,906,125	1.0
	Other Securities				20,915,089	1.1
					40,821,214	2.1
Software	Microsoft Corp.		1,867,587		36,305,891	1.9
	Oracle Corp. (a)		956,319		16,955,536	0.9
	Other Securities				16,620,278	0.8
					69,881,705	3.6
Specialty Retail	Home Depot, Inc.		413,873		9,527,356	0.5
	Other Securities				24,658,549	1.3
					34,185,905	1.8
Textiles, Apparel & Luxury Goods	Other Securities				8,461,214	0.4
Thrifts & Mortgage Finance	Other Securities				3,963,066	0.2

See Notes to Financial Statements.
BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008	17

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

Industry	Common Stocks	Shares		Value			Percent
Tobacco	Philip Morris International, Inc.		493,837	$	21,486,848		1.1	%
	Other Securities				14,062,678		0.7
					35,549,526		1.8
Trading Companies & Distributors	Other Securities				2,342,816		0.1
Wireless Telecommunication Services	Other Securities				4,114,696		0.2
	Total Common Stocks (Cost — $2,279,324,740)				1,920,032,279		98.3
	Short-Term Securities	Beneficial Interest (000)
	BlackRock Liquidity Series, LLC Cash Sweep Series, 1.64% (b)(e)	$	36,541		36,541,122		1.9
	BlackRock Liquidity Series, LLC Money Market Series, 0.80% (b)(e)(f)		28,856		28,855,645		1.4
	Total Short-Term Securities (Cost — $65,396,767)				65,396,767		3.3
	Total Investments (Cost — $2,344,721,507*)				1,985,429,046		101.6
	Liabilities in Excess of Other Assets				(31,580,712	)	(1.6	)
	Net Assets			$	1,953,848,334		100.0	%

* The cost and unrealized appreciation (depreciation) of investments as of December 31, 2008, as computed for federal income tax purposes, were as follows:

Aggregate cost	$	1,847,711,751
Gross unrealized appreciation	$	420,896,699
Gross unrealized depreciation		(283,179,404	)
Net unrealized appreciation	$	137,717,295

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

Affiliate	Purchase Cost			Sales Cost			Realized Loss			Income
Blackrock Liquidity Series, LLC Cash Sweep Series	$	32,884,230	*		—			—		$	308,139
BlackRock Liquidity Series, LLC Money Market Series		—		$	323,709,255	**		—		$	1,662,188
Merrill Lynch & Co., Inc.	$	6,422,946		$	3,861,353		$	(2,273,466	)	$	465,868
The PNC Financial Services Group, Inc.	$	346,237		$	1,387,121		$	(123,641	)	$	256,421

*	Represents net purchase cost.
**	Represents net sale cost.

(c)	Security, or a portion of security, is on loan.
(d)	All or a portion of security held as collateral in connection with open financial futures contracts.
(e)	Represents the current yield as of report date.
(f)	Security was purchased with the cash proceeds from securities loans.
•	For Series compliance purposes, the Series’industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Series management. This definition may not apply for this report, which may combine industry sub-classification for reporting ease. These industry classifications are unaudited.
•	Financial futures contracts purchased as of December 31,2008 were as follows:

Contracts	Issue	Expiration Date	Face Value		Unrealized Appreciation
174	S&P 500
	Index	March 2009	$	38,259,103	$	895,247

•	Effective January 1,2008,the Series adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various inputs are used in determining the fair value of investments, which are as follows:
	•	Level 1 — price quotations in active markets/exchanges for identical securities
	•	Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or other market-corroborated inputs)
	•	Level 3 — unobservable inputs based on the best information available in the circumstance, to the extent observable inputs are not available (including the Series’ own assumption used in determining the fair value of investments)
	The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For information about the Series’ policy regarding valuation of investments and other significant accounting policies, please refer to Note 1 of the Notes to Financial Statements.
	The following table summarizes the inputs used as of December 31, 2008 in determining the fair valuation of the Series’ investments:

Valuation Inputs	Investments in Securities		Other Financial Instruments*
	Assets		Assets
Level 1	$	1,920,032,279	$	895,247
Level 2		65,396,767		—
Level 3		—		—
Total	$	1,985,429,046	$	895,247

* Other financial instruments are futures.

See Notes to Financial Statements.
18	BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008

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

December 31, 2008
Assets
Investments at value — unaffiliated (including securities loaned of $28,063,967) (cost — $2,263,187,185)	$	1,911,319,260
Investments at value — affiliated (cost — $81,534,322)		74,109,786
Cash		508,089
Investments sold receivable		224,011,871
Dividends receivable		4,893,523
Margin variation receivable		551,917
Securities lending income receivable — affiliated		134,004
Prepaid expenses		78,420
Other assets		29,992
Total assets		2,215,636,862
Liabilities
Withdrawals payable to investors		229,572,081
Collateral at value — securities loaned		28,855,645
Investments purchased payable		3,161,068
Other accrued expenses payable		180,603
Other affiliates payable		9,589
Investment advisory fees payable		8,962
Officer’s and Directors’ fees payable		580
Total liabilities		261,788,528
Net Assets	$	1,953,848,334
Net Assets Consist of
Investors’ capital	$	2,312,245,548
Net unrealized appreciation/depreciation		(358,397,214	)
Net Assets	$	1,953,848,334

See Notes to Financial Statements.
BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008	19

Statement of Operations Master S&P 500 Index Series

Year Ended December 31, 2008
Investment Income
Dividends	$	69,103,314
Securities lending — affiliated		1,662,188
Income — affiliated		1,043,342
Total income		71,808,844
Expenses
Accounting services		513,882
Investment advisory		304,955
Custodian		168,397
Professional		112,222
Officer and Directors		53,649
Licensing		20,000
Printing		7,015
Miscellaneous		56,920
Total expenses before waiver and fees paid indirectly		1,237,040
Less fees waived by advisor		(152,477	)
Less fees paid indirectly		(582	)
Total expenses		1,083,981
Net investment income		70,724,863
Realized and Unrealized Gain (Loss)
Net realized loss from:
Investments		(104,693,114	)
Investments — affiliated		(2,397,107	)
Futures		(6,325,386	)
		(113,415,607	)
Net change in unrealized appreciation/depreciation on:
Investments		(1,271,988,494	)
Futures		800,416
		(1,271,188,078	)
Total realized and unrealized loss		(1,384,603,685	)
Net Decrease in Net Assets Resulting from Operations	$	(1,313,878,822	)

See Notes to Financial Statements.
20	BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008

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

	Year Ended December 31,
Increase (Decrease) in Net Assets:	2008			2007
Operations
Net investment income	$	70,724,863		$	68,144,242
Net realized gain (loss)		(113,415,607	)		72,971,959
Net change in unrealized appreciation/depreciation		(1,271,188,078	)		(17,251,673	)
Net increase (decrease) in net assets resulting from operations		(1,313,878,822	)		123,864,528
Capital Transactions
Proceeds from contributions		937,675,170			1,916,951,681	1
Fair value of withdrawals		(1,391,118,850	)		(1,130,278,630	)
Net increase (decrease) in net assets derived from capital transactions		(453,443,680	)		786,673,051
Net Assets
Total increase (decrease) in net assets		(1,767,322,502	)		910,537,579
Beginning of year		3,721,170,836			2,810,633,257
End of year	$	1,953,848,334		$	3,721,170,836

¹ Amount includes in-kind contribution of $1,099,448,117 from an affiliated fund.

Financial Highlights Master S&P 500 Index Series

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

See Notes to Financial Statements.
BLACKROCK S&P 500 INDEX FUND	DECEMBER 31, 2008	21

Notes to Financial Statements Master S&P 500 Index Series

1. Organization and Significant Accounting Policies:

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

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

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

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

Derivative Financial Instruments: The Series may engage in various portfolio investment strategies both to increase the return of the Series and to hedge, or protect, its exposure to interest rate movements and movements in the securities markets. Losses may arise if the value of the contract decreases due to an unfavorable change in the price of the underlying security, or if the counterparty does not perform under the contract.

• Financial futures contracts — The Series may purchase or sell financial futures contracts and options on such financial futures contracts for investment purposes or to manage its interest rate risk. Futures contracts are contracts for delayed delivery of securities at a specific future date and at a specific price or yield. Pursuant to the contract, the Series agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as margin variation and are recognized by the Series as unrealized gains or losses. When the contract is closed, the Series records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of futures transactions involves the risk of an imperfect correlation in the movements in the price of futures contracts, interest rates and the underlying assets, and the possible inability of counterparties to meet the terms of their contracts.

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

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

Securities Lending: The Series may lend securities to financial institutions that provide cash or securities issued or guaranteed by the U.S. government as collateral, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. The market value of the loaned securities is determined at the close of business of the Series and any additional required collateral is delivered to the Series on the next business day. The Series typically receives the income on the loaned securities but does not receive the income on the collateral. Where the Series receives cash collateral, it may invest such collateral and retain the amount earned on such investment, net of any amount rebated to the borrower. The Series may receive a flat fee for its loans. Loans of securities

22 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

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

are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions. The Series may pay reasonable lending agent, administrative and custodial fees in connection with its loans. In the event that the borrower defaults on its obligation to return borrowed securities because of insolvency or for any other reason, the Series could experience delays and costs in gaining access to the collateral. The Series also could suffer a loss where the value of the invested collateral falls below the market value of the borrowed securities either in the event of borrower default or in the event of losses on investments made with cash collateral. For the year ended December 31, 2008, the Series received only cash collateral for any securities loaned.

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

The Series files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2005 through December 31, 2007. The statutes of limitations on the Series’ state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Recent Accounting Pronouncement: In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”), was issued. FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The impact on the Series’ financial statement disclosures, if any, is currently being assessed.

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

2. Investment Advisory Agreement and Other Transactions with Affiliates:

The Master LLC, on behalf of the Series, entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Advisor”), an indirect, wholly owned subsidiary of BlackRock, Inc., to provide investment advisory and administration services. Merrill Lynch & Co., Inc. (“Merrill Lynch”) and The PNC Financial Services Group, Inc. (“PNC”) are the largest stockholders of BlackRock, Inc. As of December 31, 2008, Merrill Lynch and PNC are affiliates of BlackRock, Inc.

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

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

For the year ended December 31, 2008, the Series reimbursed the Advisor $51,427 for certain accounting services, which is included in accounting services in the Statement of Operations.

The Master LLC, on behalf of the Series, has received an exemptive order from the SEC permitting it to lend portfolio securities to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly owned subsidiary of Merrill Lynch, or its affiliates. As of December 31, 2008, the Series lent securities with a value of $2,361,780 to its affiliates. Pursuant to that order, the Series has retained BIM as the securities lending agent for a fee based on a share of the returns on investment of cash collateral. BIM may, on behalf of the Series, invest cash collateral received by the Series for such loans, among other things, in a private investment company managed by the Advisor or in registered money market funds advised by the Advisor or its affiliates. The share of income earned by the Series on such investments is shown as securities lending — affiliated on the Statement of Operations. For the year ended December 31, 2008, BIM received $391,365 in securities lending fees.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 23

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

The Series may earn income on positive cash balances in demand deposit accounts that are maintained by the transfer agent on behalf of the Series. For the year ended December 31, 2008, the Series earned $12,914, which is included in income from affiliates in the Statement of Operations.

Pursuant to the terms of the custody agreement, custodian fees may be reduced by amounts calculated on uninvested cash balance (“custody credits”), which are on the Statement of Operations as fees paid indirectly.

During the year ended December 31, 2008, the Series received litigation proceeds of $35,898 from an affiliate which are included in net realized loss from investments — affiliated on the Statement of Operations.

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

3. Investments:

Purchases and sales of investments, excluding short-term securities, for the year ended December 31, 2008 were $228,000,949 and $633,847,869, respectively.

4. Short-Term Borrowings:

The Master LLC, on behalf of the Series, along with certain other funds managed by the Advisor and its affiliates, is a party to a $500,000,000 credit agreement with a group of lenders, which expired November 2008 and was subsequently renewed until November 2009. The Series may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Series may borrow up to the maximum amount allowable under the Series’ current Prospectus and Statement of Additional Information, subject to various other legal, regulatory or contractual limits. The Series paid its pro rata share of a 0.02% upfront fee on the aggregate commitment amount based on its net assets as of October 31, 2008. The Series pays a commitment fee of 0.08% per annum based on the Series’ pro rata share of the unused portion of the credit agreement, which is included in miscellaneous in the Statement of Operations. Amounts borrowed under the credit agreement bear interest at a rate equal to the higher of the (a) federal funds effective rate and (b) reserve adjusted one month LIBOR, plus, in each case, the higher of (i) 1.50% and (ii) 50% of the CDX Index (as defined in the credit agreement) in effect from time to time. The Series did not borrow under the credit agreement during the year ended December 31, 2008.

5. Market and Credit Risk:

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

6. Subsequent Event:

On January 1, 2009, Bank of America Corporation announced that it had completed its acquisition of Merrill Lynch, one of the largest stockholders of BlackRock, Inc.

24 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Report of Independent Registered Public Accounting Firm Master S&P 500 Index Series

To the Investors and Board of Directors of Quantitative Master Series LLC:

We have audited the accompanying statement of assets and liabilities, including the summary schedule of investments, of Master S&P 500 Index Series, one of the portfolios constituting Quantitative Master Series LLC (the “Master LLC”), as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Master LLC’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Master LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Master LLC’s internal control over financial reporting.

Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Master S&P 500 Index Series of Quantitative Master Series LLC as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
Princeton, New Jersey
February 27, 2009

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 25

Officers and Directors

Name, Address and Year of Birth	Position(s) Held with Corporation/ Master LLC	Length of Time Served as a Director2	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Funds and Portfolios Overseen	Public Directorships
Non-Interested Directors1
Ronald W. Forbes 40 East 52nd Street New York, NY 10022 1940	Director and Co-Chair of the Board of Directors	Since 2007	Professor Emeritus of Finance, School of Business, State University of New York at Albany since 2000.	34 Funds 81 Portfolios	None
Rodney D. Johnson 40 East 52nd Street New York, NY 10022 1941	Director and Co-Chair of the Board of Directors	Since 2007	President, Fairmount Capital Advisors, Inc. since 1987; Director, Fox Chase Cancer Center since 2002; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia since 2003; Director, The Committee of Seventy (civic) since 2006.	34 Funds 81 Portfolios	None
David O. Beim 40 East 52nd Street New York, NY 10022 1940	Director	Since 2007	Professor of Finance and Economics at the Columbia University Graduate School of Business since 1991; Trustee, Phillips Exeter Academy since 2002; Formerly Chairman, Wave Hill Inc. (public garden and cultural center) from 1990 to 2006.	34 Funds 81 Portfolios	None
Dr. Matina Horner 40 East 52nd Street New York, NY 10022 1939	Director	Since 2007	Formerly Executive Vice President of Teachers Insurance and Annuity Association and College Retirement Equities Fund from 1989 to 2003.	34 Funds 81 Portfolios	NSTAR (electric and gas utility)
Herbert I. London 40 East 52nd Street New York, NY 10022 1939	Director and Member of the Audit Committee	Since 2007	Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities, New York University from 1993 to 2005 and Professor thereof from 1980 to 2005; President, Hudson Institute (policy research organization) since 1997 and Trustee thereof since 1980; Chairman of the Board of Trustees for Grantham University since 2006; Director, InnoCentive, Inc. (strategic solutions company) since 2005; Director, Cerego, LLC (software development and design) since 2005.	34 Funds 81 Portfolios	AIMS Worldwide, Inc. (marketing)
Cynthia A. Montgomery 40 East 52nd Street New York, NY 10022 1952	Director	Since 2007	Professor, Harvard Business School since 1989; Director, Harvard Business School Publishing since 2005; Director, McLean Hospital since 2005.	34 Funds 81 Portfolios	Newell Rubbermaid, Inc. (manufacturing)
Joseph P. Platt, Jr. 40 East 52nd Street New York, NY 10022 1947	Director	Since 2007	Director, The West Penn Allegheny Health System (a not-for-profit health system) since 2008; Director, Jones and Brown (Canadian insurance broker) since 1998; General Partner, Thorn Partners, LP (private investment) since 1998; Formerly Partner, Amarna Corporation, LLC (private investment company) from 2002 to 2008.	34 Funds 81 Portfolios	Greenlight Capital Re, Ltd (reinsurance company)
Robert C. Robb, Jr. 40 East 52nd Street New York, NY 10022 1945	Director	Since 2007	Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981.	34 Funds 81 Portfolios	None
Toby Rosenblatt 40 East 52nd Street New York, NY 10022 1938	Director	Since 2007	President, Founders Investments Ltd. (private investments) since 1999; Director of Forward Management, LLC since 2007; Director, The James Irvine Foundation (philanthropic foundation) since 1997; Formerly Trustee, State Street Research Mutual Funds from 1990 to 2005; Formerly Trustee, Metropolitan Series Funds, Inc. from 2001 to 2005.	34 Funds 81 Portfolios	A.P. Pharma, Inc. (specialty pharmaceuticals)

26 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Officers and Directors (continued)

Name, Address and Year of Birth	Position(s) Held with Corporation/ Master LLC	Length of Time Served as a Director2	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Funds and Portfolios Overseen	Public Directorships
Non-Interested Directors1 (concluded)
Kenneth L. Urish 40 East 52nd Street New York, NY 10022 1951	Director and Chair of the Audit Committee	Since 2007	Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001; Trustee, The Holy Family Foundation since 2001; Committee Member/ Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants since 2007; Formerly President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Formerly Director, Inter-Tel from 2006 to 2007.	34 Funds 81 Portfolios
Frederick W. Winter 40 East 52nd Street New York, NY 10022 1945	Director and Member of the Audit Committee	Since 2007	Professor and Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh since 2005 and Dean thereof from 1997 to 2005; Director, Alkon Corporation (pneumatics) since 1992; Formerly Director, Indotronix International (IT services) from 2004 to 2008; Director, Tippman Sports (recreation) since 2005.	34 Funds 81 Portfolios	None

1

Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.

2

Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock Fund boards were realigned and consolidated into three new Fund boards in 2007. As a result, although the chart shows directors as joining the Corporation’s/Master LLC’s board in 2007, each director first became a member of the board of directors of other legacy MLIM or legacy BlackRock Funds as follows: David O. Beim since 1998; Ronald W. Forbes since 1977; Matina Horner since 2004; Rodney D. Johnson since 1995; Herbert I. London since 1987; Cynthia A. Montgomery since 1994; Joseph P. Platt since 1999; Robert C. Robb, Jr. since 1999; Toby Rosenblatt since 2005; Kenneth L. Urish since 1999; and Frederick W. Winter since 1999.

Interested Directors3
Richard S. Davis 40 East 52nd Street New York, NY 10022 1945	Director	Since 2007	Managing Director, BlackRock, Inc. since 2005; Formerly Chief Executive Officer, State Street Research & Management Company from 2000 to 2005; Formerly Chairman of the Board of Trustees, State Street Research Mutual Funds from 2000 to 2005; Formerly Chairman, SSR Realty from 2000 to 2004.	174 Funds 286 Portfolios	None
Henry Gabbay 40 East 52nd Street New York, NY 10022 1947	Director	Since 2007	Formerly Consultant, BlackRock, Inc. from 2007 to 2008; Formerly Managing Director, BlackRock, Inc. from 1989 to 2007; Formerly Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; Formerly President of BlackRock Funds and BlackRock Bond Allocation Target Shares from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.	174 Funds 286 Portfolios	None

³ Mr. Davis is an “interested person” as defined in the Investment Company Act of 1940, of the Corporation/Master LLC based on his position with BlackRock, Inc. and its affiliates. Mr. Gabbay is an “interested person” of the Corporation/Master LLC based on his former positions with BlackRock, Inc. and its affiliates as well as his ownership of BlackRock, Inc. and PNC securities. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 27

Officers and Directors (concluded)

Name, Address and Year of Birth	Position(s) Held with Corporation/ Master LLC	Length of Time Served	Principal Occupation(s) During Past Five Years
Corporation/Master LLC Officers1
Donald C. Burke 40 East 52nd Street New York, NY 10022 1960	Fund President and Chief Executive Officer	Since 2007	Managing Director of BlackRock, Inc. since 2006; Formerly Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management, L.P. (“FAM”) in 2006, First Vice President thereof from 1997 to 2005, Treasurer thereof from 1999 to 2006 and Vice President thereof from 1990 to 1997.
Anne F. Ackerley 40 East 52nd Street New York, NY 10022 1962	Vice President	Since 2007	Managing Director of BlackRock, Inc. since 2000; Chief Operating Officer of BlackRock’s US Retail Group since 2006; Formerly Head of BlackRock’s Mutual Fund Group from 2000 to 2006.
Neal J. Andrews 40 East 52nd Street New York, NY 10022 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock, Inc. since 2006; Formerly Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (US) Inc. (formerly PFPC Inc.) from 1992 to 2006.
Jay M. Fife 40 East 52nd Street New York, NY 10022 1970	Treasurer	Since 2007	Managing Director of BlackRock, Inc. since 2007 and Director in 2006; Formerly Assistant Treasurer of the MLIM/FAM-advised Funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Brian P. Kindelan 40 East 52nd Street New York, NY 10022 1959	Chief Compliance Officer	Since 2007	Chief Compliance Officer of the BlackRock-advised Funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005; Formerly Director and Senior Counsel of BlackRock Advisors, Inc. from 2001 to 2004.
Howard B. Surloff 40 East 52nd Street New York, NY 10022 1965	Secretary	Since 2007	Managing Director of BlackRock, Inc. and General Counsel of US Funds at BlackRock, Inc. since 2006; Formerly General Counsel (US) of Goldman Sachs Asset Management, L.P. from 1993 to 2006.

1	Officers of the Corporation/Master LLC serve at the pleasure of the Board of Directors.
Further information about the Corporation’s/Master LLC’s Officers and Directors is available in the Corporation’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Custodian
State Street Bank and
Trust Company
North Quincy, MA 02171

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

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

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

Legal Counsel
Sidley Austin LLP
New York, NY 10019

28 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

Additional Information

BlackRock Privacy Principles

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

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

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

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

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

Availability of Additional Information

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

To enroll:

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

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

Shareholders Who Hold Accounts Directly with BlackRock:

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

Householding

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

Availability of Proxy Voting Policies and Procedures

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

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 29

Additional Information (concluded)

Availability of Additional Information (concluded)

Availability of Proxy Voting Record

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

Availability of Quarterly Portfolio Schedule

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Shareholder Privileges

Account Information

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

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

30 BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008

A World-Class Mutual Fund Family

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

Equity Funds

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

Fixed Income Funds

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

Municipal Bond Funds

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

Target Risk & Target Date Funds

BlackRock Prepared Portfolios
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio

BlackRock Lifecycle
Prepared Portfolios
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050

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

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

BLACKROCK S&P 500 INDEX FUND DECEMBER 31, 2008 31

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

BlackRock S&P 500 Index Fund of
BlackRock Index Funds, Inc.
100 Bellevue Parkway
Wilmington, DE 19809

#Index 4-12/08

Item 2 –	Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. During the period covered by this report, there have been no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com.
Item 3 –	Audit Committee Financial Expert – The registrant’s board of directors or trustees, as applicable (the “board of directors”) has determined that (i) the registrant has the following audit committee financial expert serving on its audit committee and (ii) each audit committee financial expert is independent:
	Kenneth L. Urish
	Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
Item 4 –	Principal Accountant Fees and Services

	(a) Audit Fees						(b) Audit-Related Fees1						(c) Tax Fees2						(d) All Other Fees3
Entity Name	Current Fiscal Year End			Previous Fiscal Year End			Current Fiscal Year End			Previous Fiscal Year End			Current Fiscal Year End			Previous Fiscal Year End			Current Fiscal Year End			Previous Fiscal Year End
BlackRock S&P 500 Index Fund		$	6,800		$	5,000		$	0		$	0		$	6,100		$	6,100		$	1,049		$	1,042
Master S&P 500 Index Series		$	33,000		$	35,500		$	0		$	0		$	17,000		$	17,000		$	0		$	0

1 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.

2 The nature of the services include tax compliance, tax advice and tax planning.

3 The nature of the services include a review of compliance procedures and attestation thereto.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

          The registrant’s audit committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the registrant’s affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operation or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 for all of the registrants the Committee oversees. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

          Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible

services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to one or more of its members the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) Affiliates’ Aggregate Non-Audit Fees:

Entity Name	Current Fiscal Year End			Previous Fiscal Year End
BlackRock S&P 500 Index Fund		$	412,149		$	291,642
Master S&P 500 Index Series		$	422,000		$	301,500

	(h) The registrant’s audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any non-affiliated sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the registrant’s investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
	Regulation S-X Rule 2-01(c)(7)(ii) – $405,000, 0%
Item 5 –	Audit Committee of Listed Registrants – Not Applicable
Item 6 –	Investments
	(a) Master S&P 500 Index Series - Schedule of Investments

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Aerospace & Defense - 2.7%	Boeing Co.		178,861	$	7,631,999
	General Dynamics Corp.		95,157		5,480,092
	Goodrich Corp.		30,049		1,112,414
	Honeywell International, Inc.		177,274		5,819,905
	L-3 Communications Holdings, Inc.		29,167		2,151,941
	Lockheed Martin Corp.		81,251		6,831,584
	Northrop Grumman Corp.		79,862		3,596,984
	Precision Castparts Corp.		34,000		2,022,320
	Raytheon Co.		101,083		5,159,276
	Rockwell Collins, Inc.		38,616		1,509,499
	United Technologies Corp.		232,111		12,441,150
					53,757,164
Air Freight & Logistics - 1.1%	C.H. Robinson Worldwide, Inc.		41,292		2,272,299
	Expeditors International Washington, Inc.		51,800		1,723,386
	FedEx Corp.		75,956		4,872,577
	United Parcel Service, Inc. Class B		242,987		13,403,163
					22,271,425
Airlines - 0.1%	Southwest Airlines Co.		180,670		1,557,375
Auto Components - 0.2%	The Goodyear Tire & Rubber Co. (a)		58,983		352,129
	Johnson Controls, Inc.		145,070		2,634,471
					2,986,600
Automobiles - 0.1%	Ford Motor Co. (a)(b)		583,274		1,335,697
	General Motors Corp. (b)		149,098		477,114
	Harley-Davidson, Inc.		56,829		964,388
					2,777,199
Beverages - 2.5%	Brown-Forman Corp. Class B		23,991		1,235,297
	The Coca-Cola Co.		485,783		21,991,396
	Coca-Cola Enterprises, Inc.		77,423		931,399
	Constellation Brands, Inc. Class A (a)		47,556		749,958
	Dr. Pepper Snapple Group, Inc. (a)		61,900		1,005,875
	Molson Coors Brewing Co. Class B		36,300		1,775,796
	Pepsi Bottling Group, Inc.		32,973		742,222
	PepsiCo, Inc.		379,124		20,764,621
					49,196,564
Biotechnology - 2.1%	Amgen, Inc. (a)		258,640		14,936,460
	Biogen Idec, Inc. (a)		71,222		3,392,304
	Celgene Corp. (a)		111,836		6,182,294
	Cephalon, Inc. (a)(b)		16,700		1,286,568
	Genzyme Corp. (a)		66,023		4,381,947
	Gilead Sciences, Inc. (a)		224,582		11,485,123
					41,664,696
Building Products - 0.1%	Masco Corp.		87,907		978,405
Capital Markets - 2.3%	American Capital Ltd. (b)		50,600		163,944
	Ameriprise Financial, Inc.		52,873		1,235,113
	The Bank of New York Mellon Corp.		280,177		7,937,414
	The Charles Schwab Corp.		228,394		3,693,131

1

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	E*Trade Financial Corp. (a)(b)		137,482	$	158,104
	Federated Investors, Inc. Class B		21,648		367,150
	Franklin Resources, Inc.		36,922		2,354,885
	The Goldman Sachs Group, Inc.		107,963		9,110,998
	Invesco Ltd. (c)		94,000		1,357,360
	Janus Capital Group, Inc.		38,632		310,215
	Legg Mason, Inc.		34,654		759,269
	Merrill Lynch & Co., Inc. (d)		390,938		4,550,518
	Morgan Stanley		259,233		4,158,097
	Northern Trust Corp.		54,461		2,839,597
	State Street Corp.		105,415		4,145,972
	T. Rowe Price Group, Inc.		63,040		2,234,138
					45,375,905
Chemicals - 1.7%	Air Products & Chemicals, Inc.		51,118		2,569,702
	CF Industries Holdings, Inc.		13,900		683,324
	The Dow Chemical Co.		225,553		3,403,595
	E.I. du Pont de Nemours & Co.		220,337		5,574,526
	Eastman Chemical Co.		17,662		560,062
	Ecolab, Inc.		40,895		1,437,459
	International Flavors & Fragrances, Inc.		19,164		569,554
	Monsanto Co.		133,772		9,410,860
	PPG Industries, Inc.		40,047		1,699,194
	Praxair, Inc.		75,257		4,467,256
	Rohm & Haas Co.		30,526		1,886,202
	Sigma-Aldrich Corp.		30,645		1,294,445
					33,556,179
Commercial Banks - 3.1%	BB&T Corp. (b)		134,896		3,704,244
	Comerica, Inc.		36,743		729,349
	Fifth Third Bancorp		141,097		1,165,461
	First Horizon National Corp.		50,158		530,168
	Huntington Bancshares, Inc. (b)		89,429		685,026
	KeyCorp		120,982		1,030,767
	M&T Bank Corp. (b)		18,866		1,083,097
	Marshall & Ilsley Corp.		63,521		866,426
	National City Corp.		497,205		899,941
	The PNC Financial Services Group, Inc. (d)		84,949		4,162,501
	Regions Financial Corp.		169,048		1,345,622
	SunTrust Banks, Inc.		86,411		2,552,581
	U.S. Bancorp		428,311		10,712,058
	Wachovia Corp.		527,661		2,923,242
	Wells Fargo & Co.		925,190		27,274,601
	Zions Bancorporation (b)		28,130		689,466
					60,354,550
Commercial Services & Supplies - 0.5%	Avery Dennison Corp.		25,912		848,100
	Cintas Corp.		32,097		745,613
	Pitney Bowes, Inc.		50,362		1,283,224

2

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	R.R. Donnelley & Sons Co.		50,022	$	679,299
	Republic Services, Inc. Class A		78,400		1,943,534
	Stericycle, Inc. (a)		20,900		1,088,472
	Waste Management, Inc.		119,795		3,970,006
					10,558,248
Communications Equipment - 2.5%	Ciena Corp. (a)		22,101		148,077
	Cisco Systems, Inc. (a)		1,429,404		23,299,285
	Corning, Inc.		379,549		3,617,102
	Harris Corp.		32,900		1,251,845
	JDS Uniphase Corp. (a)		53,772		196,268
	Juniper Networks, Inc. (a)		128,883		2,256,741
	Motorola, Inc.		553,408		2,451,597
	QUALCOMM, Inc.		404,101		14,478,939
	Tellabs, Inc. (a)		97,284		400,810
					48,100,664
Computers & Peripherals - 4.2%	Apple, Inc. (a)		217,003		18,521,206
	Dell, Inc. (a)		422,521		4,326,615
	EMC Corp. (a)		498,238		5,216,552
	Hewlett-Packard Co.		597,911		21,698,190
	International Business Machines Corp.		327,991		27,603,723
	Lexmark International, Inc. Class A (a)		19,144		514,974
	NetApp, Inc. (a)		80,600		1,125,982
	QLogic Corp. (a)		31,281		420,417
	SanDisk Corp. (a)		55,247		530,371
	Sun Microsystems, Inc. (a)		180,432		689,250
	Teradata Corp. (a)		43,000		637,690
					81,284,970
Construction & Engineering - 0.2%	Fluor Corp.		44,336		1,989,356
	Jacobs Engineering Group, Inc. (a)		30,000		1,443,000
					3,432,356
Construction Materials - 0.1%	Vulcan Materials Co. (b)		26,872		1,869,754
Consumer Finance - 0.5%	American Express Co.		283,174		5,252,878
	Capital One Financial Corp.		95,619		3,049,290
	Discover Financial Services, Inc.		117,266		1,117,545
	SLM Corp. (a)		114,173		1,016,140
					10,435,853
Containers & Packaging - 0.2%	Ball Corp.		23,133		962,101
	Bemis Co.		24,330		576,134
	Owens-Illinois, Inc. (a)		40,600		1,109,598
	Pactiv Corp. (a)		32,089		798,374
	Sealed Air Corp.		38,587		576,490
					4,022,697
Distributors - 0.1%	Genuine Parts Co.		38,897		1,472,640
Diversified Consumer Services - 0.2%	Apollo Group, Inc. Class A (a)		26,031		1,994,495
	H&R Block, Inc.		82,736		1,879,762
					3,874,257

3

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Diversified Financial Services - 3.3%	Bank of America Corp.		1,224,941	$	17,247,169
	CIT Group, Inc. (b)		88,089		399,924
	CME Group, Inc.		16,354		3,403,431
	Citigroup, Inc.		1,330,479		8,927,514
	IntercontinentalExchange, Inc. (a)		17,600		1,450,944
	JPMorgan Chase & Co.		911,147		28,728,465
	Leucadia National Corp. (b)		43,200		855,360
	Moody’s Corp. (b)		47,455		953,371
	The NASDAQ Stock Market, Inc. (a)		33,200		820,372
	NYSE Euronext		64,700		1,771,486
					64,558,036
Diversified Telecommunication Services - 3.6%	AT&T Inc.		1,438,691		41,002,694
	CenturyTel, Inc.		24,415		667,262
	Embarq Corp.		35,056		1,260,614
	Frontier Communications Corp.		76,104		665,149
	Qwest Communications International Inc. (b)		357,726		1,302,123
	Verizon Communications, Inc.		693,457		23,508,192
	Windstream Corp.		107,340		987,528
					69,393,562
Electric Utilities - 2.4%	Allegheny Energy, Inc.		41,318		1,399,027
	American Electric Power Co., Inc.		98,555		3,279,910
	Duke Energy Corp.		308,934		4,637,099
	Edison International		79,547		2,555,050
	Entergy Corp.		46,270		3,846,425
	Exelon Corp.		160,611		8,931,578
	FPL Group, Inc.		99,764		5,021,122
	FirstEnergy Corp.		74,434		3,616,004
	PPL Corp.		91,569		2,810,253
	Pepco Holdings, Inc.		52,784		937,444
	Pinnacle West Capital Corp.		24,658		792,262
	Progress Energy, Inc.		64,260		2,560,761
	Progress Energy, Inc. (a)		900		297
	The Southern Co.		189,100		6,996,700
					47,383,932
Electrical Equipment - 0.5%	Cooper Industries Ltd. Class A		42,350		1,237,891
	Emerson Electric Co.		187,230		6,854,490
	Rockwell Automation, Inc.		34,511		1,112,635
					9,205,016
Electronic Equipment & Instruments - 0.3%	Agilent Technologies, Inc. (a)		85,449		1,335,568
	Amphenol Corp. Class A		42,900		1,028,742
	Flir Systems, Inc. (a)		33,800		1,036,984
	Jabil Circuit, Inc.		51,486		347,531
	Molex, Inc.		34,340		497,587
	Tyco Electronics Ltd.		111,701		1,810,673
					6,057,085

4

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Energy Equipment & Services - 1.5%	BJ Services Co.		71,233	$	831,289
	Baker Hughes, Inc.		75,045		2,406,693
	Cameron International Corp. (a)		53,600		1,098,800
	ENSCO International, Inc.		34,609		982,550
	Halliburton Co.		218,151		3,965,985
	Nabors Industries Ltd. (a)		69,479		831,664
	National Oilwell Varco, Inc. (a)		101,890		2,490,192
	Noble Corp.		64,446		1,423,612
	Rowan Cos., Inc.		27,540		437,886
	Schlumberger Ltd.		291,990		12,359,937
	Smith International, Inc.		53,401		1,222,349
	Weatherford International Ltd. (a)		166,278		1,799,128
					29,850,085
Food & Staples Retailing - 3.2%	CVS Caremark Corp.		350,652		10,077,738
	Costco Wholesale Corp.		105,424		5,534,760
	The Kroger Co.		159,241		4,205,555
	SUPERVALU, Inc.		51,710		754,966
	SYSCO Corp.		146,315		3,356,466
	Safeway, Inc.		104,610		2,486,580
	Wal-Mart Stores, Inc.		545,809		30,598,053
	Walgreen Co.		241,644		5,961,357
	Whole Foods Market, Inc. (b)		34,382		324,566
					63,300,041
Food Products - 1.8%	Archer-Daniels-Midland Co.		156,618		4,515,297
	Campbell Soup Co.		50,262		1,508,363
	ConAgra Foods, Inc.		109,120		1,800,480
	Dean Foods Co. (a)		37,549		674,756
	General Mills, Inc.		81,560		4,954,770
	H.J. Heinz Co.		76,807		2,887,943
	The Hershey Co.		40,446		1,405,094
	The J.M. Smucker Co.		28,900		1,253,104
	Kellogg Co.		61,486		2,696,161
	Kraft Foods, Inc.		358,651		9,629,779
	McCormick & Co., Inc.		31,748		1,011,491
	Sara Lee Corp.		172,705		1,690,782
	Tyson Foods, Inc. Class A		73,845		646,882
					34,674,902
Gas Utilities - 0.2%	Equitable Resources, Inc.		31,900		1,070,245
	Nicor, Inc.		11,058		384,155
	Questar Corp.		42,296		1,382,656
					2,837,056
Health Care Equipment & Supplies - 2.1%	Baxter International, Inc.		151,377		8,112,293
	Becton Dickinson & Co.		59,324		4,057,168
	Boston Scientific Corp. (a)		366,713		2,838,359
	C.R. Bard, Inc.		24,206		2,039,598
	Covidien Ltd.		122,901		4,453,932

5

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Dentsply International, Inc.		36,400	$	1,027,936
	Hospira, Inc. (a)		38,927		1,044,022
	Intuitive Surgical, Inc. (a)		9,550		1,212,755
	Medtronic, Inc.		272,957		8,576,309
	St. Jude Medical, Inc. (a)		84,015		2,769,134
	Stryker Corp.		59,139		2,362,603
	Varian Medical Systems, Inc. (a)		30,309		1,062,027
	Zimmer Holdings, Inc. (a)		54,810		2,215,420
					41,771,556
Health Care Providers & Services - 2.1%	Aetna, Inc.		112,611		3,209,414
	AmerisourceBergen Corp.		38,091		1,358,325
	Cardinal Health, Inc.		87,816		3,027,018
	Cigna Corp.		67,057		1,129,910
	Coventry Health Care, Inc. (a)		36,399		541,617
	DaVita, Inc. (a)		25,300		1,254,121
	Express Scripts, Inc. (a)		60,370		3,319,143
	Humana, Inc. (a)		41,184		1,535,340
	Laboratory Corp. of America Holdings (a)		26,323		1,695,464
	McKesson Corp.		67,391		2,610,053
	Medco Health Solutions, Inc. (a)		121,536		5,093,574
	Patterson Cos., Inc. (a)		22,266		417,488
	Quest Diagnostics, Inc.		38,642		2,005,906
	Tenet Healthcare Corp. (a)		101,485		116,708
	UnitedHealth Group, Inc.		294,845		7,842,877
	WellPoint, Inc. (a)		124,234		5,233,978
					40,390,936
Health Care Technology - 0.0%	IMS Health, Inc.		44,401		673,119
Hotels, Restaurants & Leisure - 1.5%	Carnival Corp.		106,685		2,594,579
	Darden Restaurants, Inc.		33,859		954,147
	International Game Technology		71,968		855,700
	Marriott International, Inc. Class A		71,619		1,392,990
	McDonald’s Corp.		272,101		16,921,961
	Starbucks Corp. (a)		179,691		1,699,877
	Starwood Hotels & Resorts Worldwide, Inc.		44,711		800,327
	Wyndham Worldwide Corp.		43,385		284,172
	Wynn Resorts Ltd. (a)(b)		15,000		633,900
	Yum! Brands, Inc.		112,882		3,555,783
					29,693,436
Household Durables - 0.4%	Black & Decker Corp.		14,707		614,900
	Centex Corp.		30,354		322,967
	D.R. Horton, Inc.		67,311		475,889
	Fortune Brands, Inc.		36,551		1,508,825
	Harman International Industries, Inc.		14,257		238,520
	KB Home		18,391		250,485
	Leggett & Platt, Inc.		38,152		579,529
	Lennar Corp. Class A		34,591		299,904

6

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Newell Rubbermaid, Inc.		67,633	$	661,451
	Pulte Homes, Inc.		52,125		569,726
	Snap-On, Inc.		13,979		550,493
	The Stanley Works		19,189		654,345
	Whirlpool Corp.		17,897		740,041
					7,467,075
Household Products - 3.1%	Clorox Co.		33,837		1,879,984
	Colgate-Palmolive Co.		123,184		8,443,031
	Kimberly-Clark Corp.		101,055		5,329,641
	The Procter & Gamble Co.		728,894		45,060,227
					60,712,883
IT Services - 1.0%	Affiliated Computer Services, Inc. Class A (a)		23,838		1,095,356
	Automatic Data Processing, Inc.		123,943		4,875,918
	Cognizant Technology Solutions Corp. (a)		71,102		1,284,102
	Computer Sciences Corp. (a)		36,951		1,298,458
	Convergys Corp. (a)		29,881		191,537
	Fidelity National Information Services, Inc.		46,364		754,342
	Fiserv, Inc. (a)		39,082		1,421,412
	MasterCard, Inc. Class A		17,669		2,525,430
	Paychex, Inc.		78,379		2,059,800
	Total System Services, Inc.		48,100		673,400
	The Western Union Co.		174,653		2,504,524
					18,684,279
Independent Power Producers & Energy Traders - 0.1%	The AES Corp. (a)		164,363		1,354,350
	Constellation Energy Group, Inc.		43,549		1,092,644
	Dynegy, Inc. Class A (a)		123,551		247,102
					2,694,096
Industrial Conglomerates - 2.8%	3M Co.		169,185		9,734,905
	General Electric Co.		2,564,137		41,539,019
	Textron, Inc.		58,838		816,083
	Tyco International Ltd.		115,501		2,494,822
					54,584,829
Insurance - 2.6%	AON Corp.		65,831		3,007,160
	Aflac, Inc.		113,774		5,215,400
	The Allstate Corp.		130,800		4,285,008
	American International Group, Inc.		656,493		1,030,694
	Assurant, Inc.		28,752		862,560
	Chubb Corp.		86,797		4,426,647
	Cincinnati Financial Corp.		39,662		1,152,974
	Genworth Financial, Inc. Class A		105,875		299,626
	Hartford Financial Services Group, Inc.		73,524		1,207,264
	Lincoln National Corp.		62,431		1,176,200
	Loews Corp.		88,370		2,496,453
	MBIA, Inc. (b)		46,059		187,460
	Marsh & McLennan Cos., Inc.		125,460		3,044,914
	MetLife, Inc.		193,746		6,753,986

7

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Principal Financial Group, Inc.		63,298	$	1,428,636
	The Progressive Corp.		164,947		2,442,865
	Prudential Financial, Inc.		103,539		3,133,090
	Torchmark Corp.		20,720		926,184
	The Travelers Cos., Inc.		142,746		6,452,119
	UnumProvident Corp.		80,867		1,504,126
	XL Capital Ltd. Class A		80,835		299,090
					51,332,456
Internet & Catalog Retail - 0.2%	Amazon.com, Inc. (a)		78,560		4,028,557
	Expedia, Inc. (a)		51,200		421,888
					4,450,445
Internet Software & Services - 1.4%	Akamai Technologies, Inc. (a)		41,300		623,217
	eBay, Inc. (a)		261,888		3,655,956
	Google, Inc. Class A (a)		58,399		17,966,452
	VeriSign, Inc. (a)		47,373		903,877
	Yahoo! Inc. (a)		338,740		4,132,628
					27,282,130
Leisure Equipment & Products - 0.1%	Eastman Kodak Co.		65,627		431,826
	Hasbro, Inc.		30,204		881,051
	Mattel, Inc.		87,488		1,399,808
					2,712,685
Life Sciences Tools & Services - 0.3%	Life Technologies Corp (a)		42,167		982,913
	Millipore Corp. (a)		13,383		689,492
	PerkinElmer, Inc.		28,861		401,457
	Thermo Fisher Scientific, Inc. (a)		102,566		3,494,424
	Waters Corp. (a)		23,969		878,464
					6,446,750
Machinery - 1.6%	Caterpillar, Inc.		147,316		6,580,606
	Cummins, Inc.		49,162		1,314,100
	Danaher Corp.		62,451		3,535,351
	Deere & Co.		104,208		3,993,251
	Dover Corp.		45,387		1,494,140
	Eaton Corp.		40,223		1,999,485
	Flowserve Corp.		13,800		710,700
	ITT Corp.		44,282		2,036,529
	Illinois Tool Works, Inc.		96,129		3,369,321
	Ingersoll-Rand Co. Class A		77,855		1,350,784
	Manitowoc Co.		31,900		276,254
	PACCAR, Inc.		88,577		2,533,302
	Pall Corp.		28,875		820,916
	Parker Hannifin Corp.		39,368		1,674,715
					31,689,454
Media - 2.5%	CBS Corp. Class B		166,112		1,360,457
	Comcast Corp. Class A		703,066		11,867,754
	The DIRECTV Group, Inc. (a)		133,368		3,055,461
	Gannett Co., Inc. (b)		55,825		446,600

8

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Interpublic Group of Cos., Inc. (a)		116,446	$	461,126
	The McGraw-Hill Cos., Inc.		76,801		1,781,015
	Meredith Corp. (b)		8,845		151,426
	The New York Times Co. Class A (b)		28,498		208,890
	News Corp. Class A		561,593		5,104,880
	Omnicom Group Inc.		75,914		2,043,605
	Scripps Networks Interactive		22,000		484,000
	Time Warner, Inc. (b)		875,797		8,810,518
	Viacom, Inc. Class B (a)		149,829		2,855,741
	Walt Disney Co.		451,840		10,252,250
	The Washington Post Co. Class B		1,464		571,326
					49,455,049
Metals & Mining - 0.7%	AK Steel Holding Corp.		27,400		255,369
	Alcoa, Inc.		195,428		2,200,519
	Allegheny Technologies, Inc.		23,513		600,287
	Freeport-McMoRan Copper & Gold, Inc. Class B		92,175		2,252,757
	Newmont Mining Corp.		110,877		4,512,694
	Nucor Corp.		76,631		3,540,352
	Titanium Metals Corp. (b)		20,900		184,129
	United States Steel Corp.		28,431		1,057,633
					14,603,740
Multi-Utilities - 1.5%	Ameren Corp.		51,662		1,718,278
	CMS Energy Corp.		55,331		559,396
	CenterPoint Energy, Inc.		84,058		1,060,812
	Consolidated Edison, Inc.		66,802		2,600,602
	DTE Energy Co.		39,753		1,417,990
	Dominion Resources, Inc.		141,918		5,086,341
	Integrys Energy Group, Inc.		18,670		802,437
	NiSource, Inc.		66,915		734,058
	PG&E Corp.		88,131		3,411,551
	Public Service Enterprise Group, Inc.		123,600		3,605,412
	SCANA Corp.		28,600		1,018,160
	Sempra Energy		59,438		2,533,842
	TECO Energy, Inc. (b)		51,916		641,163
	Wisconsin Energy Corp.		28,500		1,196,430
	Xcel Energy, Inc.		109,626		2,033,562
					28,420,034

9

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Multiline Retail - 0.7%	Big Lots, Inc. (a)		20,082	$	290,988
	Family Dollar Stores, Inc.		34,133		889,847
	J.C. Penney Co., Inc.		54,254		1,068,804
	Kohl’s Corp. (a)		74,354		2,691,615
	Macy’s, Inc.		102,766		1,063,628
	Nordstrom, Inc.		38,932		518,185
	Sears Holdings Corp. (a)(b)		13,577		527,738
	Target Corp.		183,764		6,345,371
					13,396,176
Office Electronics - 0.1%	Xerox Corp.		211,461		1,685,344
Oil, Gas & Consumable Fuels - 11.6%	Anadarko Petroleum Corp.		112,087		4,320,954
	Apache Corp.		81,703		6,089,325
	Cabot Oil & Gas Corp. Class A		25,200		655,200
	Chesapeake Energy Corp.		132,061		2,135,426
	Chevron Corp.		496,029		36,691,265
	ConocoPhillips		363,905		18,850,279
	Consol Energy, Inc.		44,248		1,264,608
	Devon Energy Corp.		107,864		7,087,743
	EOG Resources, Inc.		60,922		4,056,187
	El Paso Corp.		171,259		1,340,958
	Exxon Mobil Corp. (e)		1,241,827		99,135,049
	Hess Corp.		69,284		3,716,394
	Marathon Oil Corp.		172,258		4,712,979
	Massey Energy Co.		20,800		286,832
	Murphy Oil Corp.		46,459		2,060,457
	Noble Energy, Inc.		42,200		2,077,084
	Occidental Petroleum Corp.		197,719		11,861,163
	Peabody Energy Corp.		65,142		1,481,981
	Pioneer Natural Resources Co.		28,700		464,366
	Range Resources Corp.		37,900		1,303,381
	Southwestern Energy Co. (a)		83,800		2,427,686
	Spectra Energy Corp.		149,161		2,347,794
	Sunoco, Inc.		28,508		1,238,958
	Tesoro Corp.		33,800		445,146
	Valero Energy Corp.		125,960		2,725,774
	Williams Cos., Inc.		141,267		2,045,546
	XTO Energy, Inc.		140,803		4,966,122
					225,788,657
Paper & Forest Products - 0.2%	International Paper Co.		104,384		1,231,731
	MeadWestvaco Corp.		41,715		466,791
	Weyerhaeuser Co.		51,612		1,579,843
					3,278,365
Personal Products - 0.2%	Avon Products, Inc.		104,058		2,500,514
	The Estée Lauder Cos., Inc. Class A		28,332		877,159
					3,377,673

10

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Pharmaceuticals - 7.8%	Abbott Laboratories		378,754	$	20,214,102
	Allergan, Inc.		75,108		3,028,355
	Bristol-Myers Squibb Co.		483,331		11,237,446
	Eli Lilly & Co.		244,256		9,836,189
	Forest Laboratories, Inc. (a)		73,574		1,873,930
	Johnson & Johnson		677,337		40,525,073
	King Pharmaceuticals, Inc. (a)		60,173		639,037
	Merck & Co., Inc.		516,125		15,690,200
	Mylan, Inc. (a)(b)		74,443		736,241
	Pfizer, Inc.		1,646,130		29,152,962
	Schering-Plough Corp.		396,822		6,757,879
	Watson Pharmaceuticals, Inc. (a)		25,507		677,721
	Wyeth		325,034		12,192,025
					152,561,160
Professional Services - 0.2%	Dun & Bradstreet Corp.		13,200		1,019,040
	Equifax, Inc.		30,854		818,248
	Monster Worldwide, Inc. (a)		30,051		363,317
	Robert Half International, Inc.		37,892		788,911
					2,989,516
Real Estate Investment Trusts (REITs) - 1.0%	Apartment Investment & Management Co. Class A		24,765		286,037
	AvalonBay Communities, Inc.		18,868		1,143,023
	Boston Properties, Inc.		29,446		1,619,530
	Developers Diversified Realty Corp.		29,475		143,838
	Equity Residential		66,436		1,981,122
	HCP, Inc.		61,700		1,713,409
	Host Marriott Corp.		127,695		966,651
	Kimco Realty Corp.		55,941		1,022,601
	Plum Creek Timber Co., Inc.		40,730		1,414,960
	ProLogis		64,864		900,961
	Public Storage		30,646		2,436,357
	Simon Property Group, Inc.		55,083		2,926,560
	Vornado Realty Trust		33,563		2,025,527
					18,580,576
Real Estate Management & Development - 0.0%	CB Richard Ellis Group, Inc. (a)		46,691		201,705
Road & Rail - 1.0%	Burlington Northern Santa Fe Corp.		68,502		5,186,286
	CSX Corp.		96,310		3,127,186
	Norfolk Southern Corp.		90,402		4,253,414
	Ryder System, Inc.		13,547		525,353
	Union Pacific Corp.		123,610		5,908,558
					19,000,797
Semiconductors & Semiconductor Equipment - 2.1%	Advanced Micro Devices, Inc. (a)(b)		148,682		321,153
	Altera Corp.		72,604		1,213,213
	Analog Devices, Inc.		71,098		1,352,284
	Applied Materials, Inc.		327,580		3,318,385
	Broadcom Corp. Class A (a)		108,464		1,840,634

11

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
	Intel Corp.		1,357,853	$	19,906,125
	KLA-Tencor Corp.		41,266		899,186
	LSI Corp. (a)		157,575		518,422
	Linear Technology Corp.		54,169		1,198,218
	MEMC Electronic Materials, Inc. (a)		54,800		782,544
	Microchip Technology, Inc. (b)		44,400		867,132
	Micron Technology, Inc. (a)		186,543		492,474
	National Semiconductor Corp.		47,634		479,674
	Novellus Systems, Inc. (a)		23,892		294,827
	Nvidia Corp. (a)		131,211		1,058,873
	Teradyne, Inc. (a)		41,461		174,965
	Texas Instruments, Inc.		316,512		4,912,266
	Xilinx, Inc.		66,826		1,190,839
					40,821,214
Software - 3.6%	Adobe Systems, Inc. (a)		129,576		2,758,673
	Autodesk, Inc. (a)		55,223		1,085,132
	BMC Software, Inc. (a)		45,789		1,232,182
	CA, Inc.		96,124		1,781,178
	Citrix Systems, Inc. (a)		44,298		1,044,104
	Compuware Corp. (a)		60,271		406,829
	Electronic Arts, Inc. (a)		78,382		1,257,247
	Intuit, Inc. (a)		78,096		1,857,904
	McAfee, Inc. (a)		37,300		1,289,461
	Microsoft Corp.		1,867,587		36,305,891
	Novell, Inc. (a)		84,431		328,437
	Oracle Corp. (a)		956,319		16,955,536
	Salesforce.com, Inc. (a)		25,600		819,456
	Symantec Corp. (a)		204,118		2,759,675
					69,881,705
Specialty Retail - 1.8%	Abercrombie & Fitch Co. Class A		21,282		490,976
	AutoNation, Inc. (a)(b)		26,413		260,960
	AutoZone, Inc. (a)		9,364		1,305,997
	Bed Bath & Beyond, Inc. (a)		63,366		1,610,764
	Best Buy Co., Inc.		82,457		2,317,866
	GameStop Corp. Class A (a)		40,000		866,400
	The Gap, Inc.		113,799		1,523,769
	Home Depot, Inc.		413,873		9,527,356
	Limited Brands, Inc.		66,043		663,072
	Lowe’s Cos., Inc.		357,789		7,699,619
	Office Depot, Inc. (a)		67,247		200,396
	RadioShack Corp.		30,529		364,516
	The Sherwin-Williams Co.		23,948		1,430,893
	Staples, Inc.		174,193		3,121,539
	TJX Cos., Inc.		101,672		2,091,393
	Tiffany & Co.		30,063		710,389
					34,185,905

12

Master S&P 500 Index Series of Quantitative Master Series LLC
Schedule of Investments December 31, 2008	(Percentages shown are based on Net Assets)

Industry	Common Stocks	Shares		Value
Textiles, Apparel & Luxury Goods - 0.4%	Coach, Inc. (a)		79,808	$	1,657,612
	Jones Apparel Group, Inc.		20,467		119,937
	Nike, Inc. Class B		95,755		4,883,505
	Polo Ralph Lauren Corp.		13,718		622,934
	VF Corp.		21,494		1,177,226
					8,461,214
Thrifts & Mortgage Finance - 0.2%	Hudson City Bancorp, Inc.		127,219		2,030,415
	People’s United Financial, Inc.		84,900		1,513,767
	Sovereign Bancorp, Inc. (a)		140,565		418,884
					3,963,066
Tobacco - 1.8%	Altria Group, Inc.		503,037		7,575,737
	Lorillard, Inc.		41,000		2,310,350
	Philip Morris International, Inc.		493,837		21,486,848
	Reynolds American, Inc.		41,261		1,663,231
	UST, Inc.		36,226		2,513,360
					35,549,526
Trading Companies & Distributors - 0.1%	Fastenal Co. (b)		31,500		1,097,775
	W.W. Grainger, Inc.		15,792		1,245,041
					2,342,816
Wireless Telecommunication Services - 0.2%	American Tower Corp. Class A (a)		96,800		2,838,176
	Sprint Nextel Corp. (a)		697,552		1,276,520
					4,114,696
	Total Common Stocks (Cost - $2,279,324,740) - 98.3%				1,920,032,279
	Short-Term Securities	Beneficial Interest (000)
	BlackRock Liquidity Series, LLC Cash Sweep Series, 1.64% (d)(f)	$	36,541		36,541,122
	BlackRock Liquidity Series, LLC Money Market Series, 0.80% (d)(f)(g)		28,856		28,855,645
	Total Short-Term Securities (Cost - $65,396,767) - 3.3%				65,396,767
	Total Investments (Cost - $2,344,721,507*) - 101.6%				1,985,429,046
	Liabilities in Excess of Other Assets - (1.6)%				(31,580,712)
	Net Assets - 100.0%			$	1,953,848,334

* The cost and unrealized appreciation (depreciation) of investments as of December 31, 2008, as computed for federal income tax purposes, were as follows:

Aggregate cost	$	1,851,625,197
Gross unrealized appreciation	$	416,983,253
Gross unrealized depreciation		(283,179,404	)
Net unrealized appreciation	$	133,803,849

(a)	Non-income producing security.
(b)	Security, or a portion of security, is on loan.
(c)	Depositary receipts.

13

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

Schedule of Investments December 31, 2008

(d) Investments in companies considered to be an affiliate of the Series, for purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as follows:

Affiliate	Purchase Cost			Sales Cost			Realized Loss			Income
BlackRock Liquidity Series, LLC Cash Sweep Series	$	32,884,230	*		—			—		$	308,139
BlackRock Liquidity Series, LLC Money Market Series		—		$	323,709,255	**		—		$	1,662,188
Merrill Lynch & Co., Inc.	$	6,422,946		$	3,861,353		$	(2,273,466	)	$	465,868
The PNC Financial Services Group, Inc.	$	346,237		$	1,387,121		$	(123,641	)	$	256,421
* Represents net purchase cost.
** Represents net sale cost.

(e)	All or a portion of security held as collateral in connection with open financial futures contracts.
(f)	Represents the current yield as of report date.
(g)	Security was purchased with the cash proceeds from securities loans.
•	For Series compliance purposes, the Series’ industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Series management. This definition may not apply for this report, which may combine industry sub-classification for reporting ease. These industry classifications are unaudited.
•	Financial futures contracts purchased as of December 31, 2008 were as follows:

Contracts	Issue	Expiration Date	Face Value		Unrealized Appreciation
174	S&P 500 Index	March 2009	$	38,259,103	$	895,247

14

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

Schedule of Investments December 31, 2008

•	Effective January 1, 2008, the Series adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 clarifies the definition of fair value, establishes a framework for measuring fair values and requires additional disclosures about the use of fair value measurements. Various inputs are used in determining the fair value of investments, which are as follows:
		•	Level 1 - price quotations in active markets/exchanges for identical securities
		•	Level 2 - other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or other market-corroborated inputs)
		•	Level 3 - unobservable inputs based on the best information available in the circumstance, to the extent observable inputs are not available (including the Series’ own assumption used in determining the fair value of investments)
	The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For information about the Series’ policy regarding valuation of investments and other significant accounting policies, please refer to Note 1 of the Notes to Financial Statements.
	The following table summarizes the inputs used as of December 31, 2008 in determining the fair valuation of the Series’ investments:

Valuation Inputs	Investments in Securities		Other Financial Instruments*
	Assets		Assets
Level 1	$	1,920,032,279	$	895,247
Level 2		65,396,767		—
Level 3		—		—
Total	$	1,985,429,046	$	895,247
* Other financial instruments are futures.

15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON DETAILED SCHEDULE OF INVESTMENTS

To the Investors and Board of Directors of

Quantitative Master Series LLC:

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements of Master S&P 500 Index Series (“the Series”), one of the portfolios constituting Quantitative Master Series LLC, as of December 31, 2008, and for the year then ended and have issued our report thereon dated February 27, 2009 which report and financial statements are included in Item 1 of this Certified Shareholder Report on Form N-CSR. Our audit also included the Series' Schedule of Investments (the “Schedule”) as of December 31, 2008 appearing in Item 6 of this Form N-CSR. This Schedule is the responsibility of the Series’ management. Our responsibility is to express an opinion based on our audit. In our opinion, the Schedule referred to above, when considered in relation to the basic financial statements taken as a whole of the Series referred to above, presents fairly, in all material respects, the information set forth therein.

DELOITTE & TOUCHE LLP

February 27, 2009

Princeton, New Jersey

16

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

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

BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

By:	/s/ Donald C. Burke
	Donald C. Burke
	Chief Executive Officer of
	BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

Date: February 23, 2009

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

By:	/s/ Donald C. Burke
	Donald C. Burke
	Chief Executive Officer (principal executive officer) of
	BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

Date: February 23, 2009

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

Date: February 23, 2009

EX-99.CERT

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Donald C. Burke, Chief Executive Officer (principal executive officer) of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC, certify that:

1. I have reviewed this report on Form N-CSR of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrants as of, and for, the periods presented in this report;
4. The registrants' other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrants and have:
	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
	d) disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5. The registrants' other certifying officer(s) and I have disclosed to the registrants' auditors and the audit committees of the registrants' board of directors (or persons performing the equivalent functions):
	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize, and report financial information; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.
Date: February 23, 2009

/s/ Donald C. Burke

Donald C. Burke

Chief Executive Officer (principal executive officer) of

BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC, certify that:

1. I have reviewed this report on Form N-CSR of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrants as of, and for, the periods presented in this report;
4. The registrants' other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrants and have:
	a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
	d) disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5. The registrants' other certifying officer(s) and I have disclosed to the registrants' auditors and the audit committees of the registrants' board of directors (or persons performing the equivalent functions):
	a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize, and report financial information; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.
Date: February 23, 2009

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

EX-99.906CERT

Exhibit 99.1350CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes Oxley Act

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC (the “registrants”), hereby certifies, to the best of his knowledge, that the registrants' Report on Form N-CSR for the period ended December 31, 2008, (the “Report”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrants.

Date: February 23, 2009

/s/ Donald C. Burke

Donald C. Burke

Chief Executive Officer (principal executive officer) of

BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC (the “registrants”), hereby certifies, to the best of his knowledge, that the registrants' Report on Form N-CSR for the period ended December 31, 2008, (the “Report”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrants.

Date: February 23, 2009

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock S&P 500 Index Fund of BlackRock Index Funds, Inc. and Master S&P 500 Index Series of Quantitative Master Series LLC

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. Section 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.