As filed with the Securities and Exchange Commission on October 1, 2004

Securities Act File No. 333-            

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.     

Post-Effective Amendment No.     

(Check appropriate box or boxes)

BLACKROCK FUNDS (SM)

(Exact Name of Registrant as Specified in Agreement and Declaration of Trust)

Bellevue Park Corporate Center

100 Bellevue Parkway

Wilmington, DE 19809

(Address of Principal Executive Offices)

Telephone Number: (888) 825-2257

(Area Code and Telephone Number)

Brian Kindelan, Esq.

BlackRock Advisors, Inc.

Bellevue Park Corporate Center

100 Bellevue Parkway

Wilmington, DE 19809

(Name and Address of Agent for Service)

Copies to:

Richard T. Prins, Esq.	Sarah E. Cogan, Esq.	Gregory D. Sheehan, Esq.
Thomas A. DeCapo, Esq.	Cynthia G. Cobden, Esq.	Thomas R. Hiller, Esq.
Skadden, Arps, Slate, Meagher &	Simpson Thacher & Bartlett LLP	Ropes & Gray LLP
Flom LLP	425 Lexington Avenue	One International Place
4 Times Square	New York, New York 10017-3954	Boston, Massachusetts 02110-2624
New York, New York 10036-6522

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.

Title of securities being registered: Investor A, B, C and Institutional shares, each with a par value of $0.001 per share, of the BlackRock Balanced Portfolio, a series of the registrant. Calculation of Registration Fee under the Securities Act of 1933: No filing fee is required because an indefinite number of shares have previously been registered on Form N-1A (Registration No. 811-05742) pursuant to Rule 24f-2 under the Investment Company Act of 1940.

EXPLANATORY NOTE

This Registration Statement is organized as follows:

1. Letter to Shareholders of State Street Research Asset Allocation Fund.

2. Questions and Answers to Shareholders of State Street Research Asset Allocation Fund.

3. Notice of Special Meeting of Shareholders of State Street Research Asset Allocation Fund.

4. Combined Prospectus/Proxy Statement regarding the proposed Reorganization of State Street Research Asset Allocation Fund, a series of State Street Research Income Trust, into the BlackRock Balanced Portfolio, a series of BlackRock Funds.

5. Statement of Additional Information regarding the proposed Reorganization of State Street Research Asset Allocation Fund into the BlackRock Balanced Portfolio.

6. Part C Information

7. Exhibits

STATE STREET RESEARCH FUNDS

One Financial Center

Boston, Massachusetts 02111

            , 2004

Dear Shareholder:

You are cordially invited to attend a special shareholder meeting of the State Street Research Asset Allocation Fund (the “SSR Fund”), a series of the State Street Research Income Trust, to be held on [            ], 2004. Before the meeting, I would like to provide you with additional background and ask for your vote on an important proposal affecting your fund.

As you know, the SSR Fund is advised by State Street Research & Management Company (“SSRM”). The proposal you will be asked to consider at the meeting involves the fact that SSRM’s parent company, MetLife, Inc.^®, announced on August 26, 2004 that it agreed to sell SSRM to BlackRock, Inc. (“BlackRock”), one of the largest publicly traded investment management firms in the U.S. Based in New York, BlackRock is a majority-owned, indirect subsidiary of The PNC Financial Services Group, Inc. BlackRock currently manages assets for institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment products.

The proposal you will be asked to consider at the meeting, as described in the enclosed Combined Prospectus/Proxy Statement, is the proposed reorganization (the “Reorganization”) of the SSR Fund into the BlackRock Balanced Portfolio (the “BlackRock Fund”) of BlackRock Funds, a fund with an investment objective and investment policies similar to those of your fund. This proposed Reorganization is part of the effort to consolidate State Street Research mutual funds with comparable BlackRock mutual funds. The State Street Research and BlackRock investment management organizations have agreed to pay all expenses of the Reorganization, including proxy solicitation costs. As a result, the shareholders of the SSR Fund will not bear any costs of the Reorganization.

The Board of Trustees of the State Street Research Income Trust believes the transaction is in the best interests of the SSR Fund and its shareholders, and unanimously recommends that you vote “FOR” the proposed reorganization.

I encourage you to carefully review the enclosed materials, which explain this proposal in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the meeting. You may vote in one of the following ways:

• By calling us toll-free at 1-87-SSR-FUNDS (1-877-773-8637);

• By visiting our website at www.ssrfunds.com; or

• By returning the enclosed proxy card in the postage-paid envelope.

As always, we appreciate your support.

Sincerely,

Richard S. Davis

Chairman of the Board

QUESTIONS & ANSWERS

We recommend that you read the complete Combined Prospectus/Proxy Statement. For your convenience, we have provided a brief overview of the issues to be voted on.

Q: WHY IS A SHAREHOLDER MEETING BEING HELD?

A: You are being asked to approve a reorganization (the “Reorganization”) of State Street Research Asset Allocation Fund (the “SSR Fund”) into BlackRock Balanced Portfolio (the “BlackRock Fund”), a fund that pursues an investment objective and investment strategy similar to that of the SSR Fund. If the proposed Reorganization is approved and completed, an account at the BlackRock Fund will be set up in your name, you will become a shareholder of the BlackRock Fund and the SSR Fund will be dissolved, and you will have exchange privileges among the BlackRock funds. Please refer to the Combined Prospectus/Proxy Statement for a detailed explanation of the proposed Reorganization and for a more complete description of the BlackRock Balanced Portfolio.

The Reorganization arises out of BlackRock’s agreement, entered into on August 25, 2004, to acquire SSRM Holdings, Inc. and its subsidiary State Street Research & Management Company (“SSRM”), the investment adviser to State Street Research Asset Allocation Fund, from MetLife, Inc.® (“MetLife”). As a result, the Reorganization is part of a larger initiative to consolidate the funds to which SSRM acts as investment adviser with comparable funds to which BlackRock Advisors, Inc. (“BlackRock Advisors”) serves as investment adviser.

BlackRock is one of the largest publicly traded investment management firms in the United States with approximately $[            ] billion of assets under management at September 30, 2004. BlackRock is a majority owned indirect subsidiary of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of equity, fixed income, liquidity and alternative investment products.

Q: HOW DOES THE BOARD OF TRUSTEES SUGGEST THAT I VOTE?

A: After careful consideration, the Board of Trustees of the SSR Fund has determined that the proposed Reorganization will benefit the shareholders of the SSR Fund and recommends that you cast your vote “FOR” the proposed Reorganization. The Board anticipates that shareholders of the SSR Fund will benefit from (i) the combined fund having access to significantly more investment professionals and related resources, (ii) the similarities between the investment objectives and policies of the BlackRock Fund and the SSR Fund, (iii) the same level of services they currently receive, including the current call center for at least one year, in addition to a broader array of options offered by a larger fund family, and (iv) the fact that BlackRock Advisors has committed to maintain the combined fund’s net operating expense ratio at a level no greater than that of the SSR Fund until February 1, 2007.

Q: HOW WILL THE REORGANIZATION AFFECT ME?

A: Assuming shareholders of the SSR Fund approve the proposed Reorganization, the assets and certain stated liabilities of the SSR Fund will be combined with those of the BlackRock Fund, an account will be set up in your name at BlackRock funds and you will receive shares of the BlackRock Fund. The value of the shares you receive in the Reorganization will equal the value of the shares you own immediately prior to the Reorganization.

Q: WHO WILL ADVISE THE BLACKROCK FUND ONCE THE REORGANIZATION IS COMPLETED?

A: BlackRock Advisors and its portfolio managers and affiliates that run the day-to-day operation of the BlackRock funds will manage your fund.

Q: WILL I HAVE TO PAY ANY SALES LOAD, COMMISSION OR OTHER SIMILAR FEE IN CONNECTION WITH THE REORGANIZATION?

A: You will pay no sales load, commission or other similar fee in connection with the Reorganization. As more fully discussed in the Combined Prospectus/Proxy Statement, the holding period with respect to any contingent deferred sales charge applicable to shares of the BlackRock Fund acquired by you in the Reorganization will be measured from the earlier of the time (i) you purchased the shares from the SSR Fund or (ii) you purchased your shares of any other State Street Research fund and subsequently exchanged them for shares of the SSR Fund.

Q: HOW DO OPERATING EXPENSES PAID BY THE BLACKROCK FUND COMPARE TO THOSE PAYABLE BY THE SSR FUND?

A: Following the Reorganization, the BlackRock Fund’s contracted combined advisory, administration and 12b-1 fees will be higher than those of your fund, however, BlackRock Advisors has committed to maintain the combined fund’s net operating expense ratio at a level that is no greater than that of the SSR Fund for the year ended March 31, 2004, until February 1, 2007.

Q: WHAT WILL I HAVE TO DO TO OPEN AN ACCOUNT IN THE BLACKROCK FUND? WHAT HAPPENS TO MY ACCOUNT IF THE REORGANIZATION IS APPROVED?

A: If the Reorganization is approved, an account will be set up in your name and your shares automatically will be converted into shares of the BlackRock Fund, and we will send you written confirmation that this change has taken place. You will receive the same or similar class of shares of the BlackRock Fund, except that holders of the Class B shares will receive the BlackRock Fund Investor A shares, equal in value to your shares. No certificates for shares will be issued in connection with the Reorganization. If you currently hold certificates representing your shares of the SSR Fund, it is not necessary to surrender such certificates.

Q: WILL I HAVE TO PAY ANY FEDERAL TAXES AS A RESULT OF THE REORGANIZATION?

A: The Reorganization is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. If the Reorganization so qualifies, in general, your fund will not recognize any gain or loss as a result of the transfer of all of its assets and certain stated liabilities in exchange solely for the shares of the BlackRock Fund or as a result of its liquidation, and you will not recognize any gain or loss upon your receipt solely of the shares of the BlackRock Fund in connection with the Reorganization.

Q: WHAT IF I REDEEM OR EXCHANGE MY SHARES BEFORE THE REORGANIZATION TAKES PLACE?

A: If you choose to redeem or exchange your shares before the Reorganization takes place, the redemption or exchange will be treated as a normal redemption or exchange of shares and, generally, will be a taxable transaction, and, in the case of redemption, any applicable contingent deferred sales charges will be applied.

Q: HOW DO I VOTE MY PROXY?

A: You may cast your vote by mail, phone or internet. To vote by mail, please mark your vote on the enclosed proxy card and sign, date and return the card in the postage-paid envelope provided. If you choose to vote via phone or internet, please refer to the instructions found on the proxy card. To vote by phone or internet, you will need the “control number” that appears on the proxy card.

Q: WHEN WILL THE REORGANIZATION OCCUR?

A: If approved by shareholders, the Reorganization is expected to occur in early 2005 contemporaneously with BlackRock’s acquisition of SSRM Holdings, Inc. and its subsidiary SSRM. The Reorganization will not take place in the event that for any reason BlackRock does not acquire SSRM Holdings, Inc.

Q: WHOM DO I CONTACT FOR FURTHER INFORMATION?

A: You can contact your financial adviser for further information. You may also call 1-87-SSR-FUNDS (1-877-773-8637) or visit our website at WWW.SSRFUNDS.COM where you can send us an e-mail message by selecting “Contact Us.”

Important additional information about the proposal is set forth in the accompanying Combined Prospectus/Proxy Statement. Please read it carefully.

STATE STREET RESEARCH ASSET ALLOCATION FUND

A SERIES OF

STATE STREET RESEARCH INCOME TRUST

One Financial Center

Boston, Massachusetts 02111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [            ], 2004

To the Shareholders:

This is to notify you that a Special Meeting of Shareholders of the State Street Research Asset Allocation Fund (the “SSR Fund”), a series of State Street Research Income Trust (the “SSR Trust”), will be held on [            ], 2004 at [    ] p.m., Eastern time, at the offices of the SSR Trust at One Financial Center, Boston, Massachusetts 02111, for the following purposes:

1. To consider a proposal to approve an Agreement and Plan of Reorganization pursuant to which the SSR Fund would transfer all of its assets and certain stated liabilities to the BlackRock Balanced Portfolio (the “BlackRock Fund”) in exchange solely for Investor A, B, C and Institutional shares of the BlackRock Fund, which will be distributed by the Fund to the holders of its shares in complete liquidation thereof; and

2. To transact such other business as may properly be presented at the Special Meeting or any adjournment thereof.

The Board of Trustees of the SSR Trust has fixed the close of business on [            ], 2004 as the record date for determination of shareholders of SSR Fund entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof.

IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED NO LATER THAN [            ], 2004. Instructions for shares held of record in the name of a nominee, such as a broker-dealer or trustee of an employee benefit plan, may be subject to earlier cut-off dates established by such intermediaries for receipt of such instructions.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE SSR FUND. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY FORM AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. CERTAIN SHAREHOLDERS MAY ALSO VOTE BY TELEPHONE OR OVER THE INTERNET; PLEASE SEE PAGES [    ] TO [    ] FOR DETAILS. IF YOU VOTE BY PROXY AND THEN DESIRE TO VOTE IN PERSON AT THE MEETING, YOU MAY REVOKE YOUR PROXY.

By Order of the Board of Trustees

[Fund Secretary]

[            ], 2004

Date of Notice

COMBINED PROSPECTUS/PROXY STATEMENT

BLACKROCK BALANCED PORTFOLIO

Bellevue Park Corporate Center

100 Bellevue Parkway

Wilmington, Delaware 19809

(888) 825-2257

STATE STREET RESEARCH ASSET ALLOCATION FUND

One Financial Center

Boston, Massachusetts 02111

(877) 773-8637

This Combined Prospectus/Proxy Statement is furnished to you as a shareholder of State Street Research Asset Allocation Fund (the “SSR Fund”). A special meeting of shareholders of the SSR Fund (the “Special Meeting”) will be held at [            ] on [            ], 2004 at [    ] p.m., Eastern time, to consider the items that are listed below and discussed in greater detail elsewhere in this Combined Prospectus/Proxy Statement. Shareholders of record of the State Street Research Asset Allocation Fund at the close of business on [                    ] (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. This Combined Prospectus/Proxy Statement, Proxy form and accompanying Notice of Special Meeting of Shareholders were first sent or given to shareholders of the SSR Fund on or about [            ]. If shareholders are unable to attend the Special Meeting or any adjournment thereof, the Board of Trustees of the State Street Research Income Trust (the “SSR Trust”) requests that shareholders vote their shares by completing and returning the enclosed proxy card.

The purposes of the Special Meeting are:

1. To consider a proposal to approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) pursuant to which the SSR Fund would transfer all of its assets and certain stated liabilities to the BlackRock Balanced Portfolio (the “BlackRock Fund”) in exchange solely for Investor A, B, C and Institutional shares of the BlackRock Fund, which will be distributed by the Fund to the holders of its shares in complete liquidation thereof; and

2. To transact such other business as may properly be presented at the Special Meeting or any adjournment thereof.

The Board of Trustees of each of the SSR Fund and the BlackRock Fund has approved a reorganization (the “Reorganization”) by which the SSR Fund, a separate series of the SSR Trust, an open-end investment company, would be reorganized into the BlackRock Fund, an open-end investment company with an investment objective and investment policies and practices similar to those of the SSR Fund. The Reorganization arises out of BlackRock, Inc.’s (“BlackRock”) recent agreement, entered into on August 25, 2004, to acquire SSRM Holdings, Inc., and its subsidiary State Street Research & Management Company (“SSRM”), the investment adviser to the SSR Fund, from MetLife, Inc.® (“MetLife”). The SSR Fund and the BlackRock Fund are sometimes referred to herein each as a “Fund” and collectively as the “Funds.”

If SSR Fund shareholders approve the Reorganization, the SSR Fund will transfer all of its assets and certain stated liabilities to the BlackRock Fund. The BlackRock Fund will simultaneously issue shares to the SSR Fund in an amount equal to the net asset value of the outstanding shares of the SSR Fund. Immediately

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thereafter, the SSR Fund will distribute these shares of the BlackRock Fund to its shareholders. After distributing these shares, the SSR Fund will be dissolved. When the Reorganization is complete, SSR Fund shareholders will hold shares of the BlackRock Fund. The value of the BlackRock Fund shares received in the Reorganization will equal the value of the SSR Fund shares held immediately prior to the Reorganization. After the Reorganization, the BlackRock Fund will continue to operate as a separate series of BlackRock funds, a registered open-end investment company, with the investment objective and investment policies and practices described in this Combined Prospectus/Proxy Statement.

This Combined Prospectus/Proxy Statement sets forth concisely the information shareholders of the SSR Fund should know before voting on the Reorganization and constitutes an offering of the Investor A, B, C and Institutional shares of the BlackRock Fund only. Please read it carefully and retain it for future reference. A Statement of Additional Information dated [            ], 2004, (the “Reorganization SAI”) relating to this Combined Prospectus/Proxy Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is incorporated herein by reference. A Prospectus (the “BlackRock Fund Prospectus”) and Statement of Additional Information containing additional information about the BlackRock Fund, each dated January 28, 2004 (and as currently supplemented), have been filed with the SEC and are incorporated herein by reference. A copy of the BlackRock Fund Prospectus, which also includes information about other BlackRock funds, accompanies this Combined Prospectus/Proxy Statement. A Prospectus and Statement of Additional Information containing additional information about the SSR Fund, each dated August 1, 2004 (and as currently supplemented), have been filed with the SEC and are incorporated herein by reference. These documents are on file with the SEC. The Funds are subject to the informational requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940 (the “1940 Act”), and in accordance therewith, file reports and other information, including proxy materials and charter documents with the SEC.

Copies of the foregoing and any more recent reports filed after the date hereof may be obtained without charge by calling or writing:

BlackRock Balanced Portfolio	State Street Research Asset Allocation Fund
Bellevue Park Corporate Center	One Financial Center
100 Bellevue Parkway	Boston, Massachusetts 02111
Wilmington, Delaware 19809	(877) 773-8637
(800) 441-4462

If you wish to request the Reorganization SAI, please ask for the “Reorganization SAI.”

You also may view or obtain these documents from the SEC:

In Person:	At the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549 and at the SEC Boston District—District Administrator, 73 Tremont Street, Suite 600, Boston, Massachusetts 02108.
By Phone:	1-800-SEC-0330
By Mail:	Public Reference Section
	Officer of Consumer Affairs and Information Services
	Securities and Exchange Commission
	450 5th Street, N.W.
	Washington, DC 20549-6009
	(duplicating fee required)

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By Email:	publicinfo@sec.gov
	(duplicating fee required)
By Internet:	www.sec.gov

The Board of Trustees of the SSR Trust knows of no business other than that discussed above that will be presented for consideration at the Special Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS COMBINED PROSPECTUS/PROXY STATEMENT AND, IF SO GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS COMBINED PROSPECTUS/PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SHARES OR PASSED UPON THE ADEQUACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT. A REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Combined Prospectus/Proxy Statement is [            ], 2004.

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MANNER OF VOTING PROXIES

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

Approval by the SSR Fund of the proposed Reorganization will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of the Fund present or represented by proxy at the Special Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such Fund, voting together as a single class. The holders of a majority of the shares of the SSR Fund entitled to vote shall be a quorum for the Special Meeting. If the shareholders fail to approve the proposed Reorganization, the Reorganization will not occur.

In the event that a quorum is present at the Special Meeting but sufficient votes to approve the proposed Reorganization are not received, proxies (including abstentions and broker non-votes) not directing otherwise will be voted in favor of one or more adjournments of the Special Meeting to permit further solicitation of proxies on the proposed Reorganization, provided that the Board of Trustees of the SSR Trust (the “SSR Trust Board”) determines that such an adjournment and additional solicitation is reasonable and in the interest of shareholders of the Fund based on a consideration of all relevant factors, including the nature of the particular proposals, the percentage of votes then cast, the percentage of negative votes cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. Further, the persons named as proxies may propose one or more adjournments of the Special Meeting on behalf of the SSR Fund without further notice to permit further solicitation of Proxies, provided such persons determine that an adjournment and additional solicitation are reasonable and in the interest of the shareholders of the Fund, after consideration of all relevant factors, including the nature of the relevant proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such solicitation. Any such adjournment will require the affirmative vote of the holders of a majority of the outstanding shares voted at the session of the Special Meeting to be adjourned. A shareholder vote may be taken by the Fund on the proposal in this Combined Prospectus/Proxy Statement prior to such adjournment if sufficient votes have been received and such vote is otherwise appropriate.

For purposes of determining the presence of a quorum for transacting business at the Special Meeting and for determining whether sufficient votes have been received for approval of any proposal to be acted upon at the Special Meeting, abstentions may, in the discretion of the SSR Fund, be treated as shares which are present at the Special Meeting and entitled to vote on the matter, but which have not been voted. For this reason, abstentions could assist the SSR Fund in obtaining a quorum but would have the same effect as a vote against a proposal. The SSR Fund reserves discretion to count broker “non-votes” as present based on specific instructions from a broker or nominee. Broker “non-votes” are proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have, or choose not to exercise, discretionary power.

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A shareholder may vote:

- by telephone (through fully automated touch-tone voting);

- over the Internet;

- by mail; or

- in person at the Special Meeting.

BY TELEPHONE

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

To use the automated touch-tone voting method, call the toll-free number provided on the Proxy form. At the prompt, enter the control number provided on the Proxy form, then follow the menu.

A written confirmation of your telephone instructions will be mailed within 72 hours. You should immediately call 1-87-SSR-FUNDS (1-877-773-8637) toll-free between 9 A.M. and 6 P.M. Monday through Friday Eastern time if no confirmation is received or if your instructions have not been properly reflected.

INTERNET VOTING

To vote over the Internet, please log on to WWW.SSRFUNDS.COM and click on the proxy voting button. Prior to logging on, you should read the Combined Prospectus/Proxy Statement and have your Proxy form at hand. You should enter the control number provided on the Proxy form, and follow the instructions on the screen. If you receive more than one Proxy form, you may vote them during the same session, using the relevant control numbers. (Please note, however, that internet voting is not available to shareholders whose shares are held by a broker or other intermediary on the shareholder’s behalf.)

BY MAIL

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

ADDITIONAL INFORMATION

SHAREHOLDERS VOTING THEIR PROXIES BY TELEPHONE OR OVER THE INTERNET SHOULD NOT RETURN THEIR PROXY FORMS BY MAIL.

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

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Any shareholder who has given a Proxy, whether by telephone, over the Internet or in written form, has the right to revoke it at any time prior to its exercise by submitting a subsequent telephone or electronic vote, or a written notice of revocation, or a later-dated Proxy, or by attending the Special Meeting and voting his or her shares in person.

The SSR Trust believes that the procedures for authorizing the execution of a Proxy by telephone or over the Internet set forth above are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately recorded. [            ] and its agents will assist with the mailing and tabulation effort and may also solicit Proxies by contacting shareholders by telephone. The costs of solicitation will be borne by the State Street Research and BlackRock investment management organizations. The cost for [the solicitation agent] services is not expected to exceed $            . Brokerage firms and others will be reimbursed for their expenses in forwarding solicitation material to the beneficial owners of shares of the Funds. Representatives of State Street Research Investment Services, Inc. and other representatives of the SSR Trust may also solicit proxies. Questions about the proposal should be directed to State Street Research Investment Services, Inc. at 1-87-SSR-FUNDS (1-877-773-8637), One Financial Center, Boston, Massachusetts 02111.

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TABLE OF CONTENTS

	Page
SUMMARY	8
The Proposed Reorganization	8
Background and Reasons for the Proposed Reorganization	8
Federal Tax Consequences	9
COMPARISON OF THE SSR FUND AND THE BLACKROCK FUND	10
Investment Objectives and Principal Investment Strategies	10
Principal and Other Investment Risks	12
Management of the Funds	13
Investment Advisory Agreements	13
Comparison of the Advisory Agreements	16
Current and Pro Forma Operating Expenses	17
Capitalization	23
Performance Information	24
Distributor	25
Distribution and Service Fees	25
Purchase, Valuation, Redemption and Exchange of Shares	26
Other Service Providers	29
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS AND OBLIGATIONS	29
FINANCIAL HIGHLIGHTS	31
INFORMATION ABOUT THE REORGANIZATION	34
General	34
Terms of the Agreement	34
Reasons for the Reorganization	35
Material U.S. Federal Income Tax Consequences of the Reorganization	37
Expenses of the Reorganization	39
Continuation of Shareholder Accounts and Plans; Share Certificates	39
Legal Matters	39
Shareholder Approval	39
OTHER INFORMATION	40
Shareholder Information	40
Shareholder Proposals	40
Solicitation of Proxies	40
VOTING INFORMATION AND REQUIREMENTS	41
APPENDICIES

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SUMMARY

The following is a summary of certain information contained elsewhere in this Combined Prospectus/Proxy Statement and is qualified in its entirety by reference to the more complete information contained herein. Shareholders should read the entire Combined Prospectus/Proxy Statement carefully.

The BlackRock Fund and the SSR Fund are both series of open-end management investment companies registered with the SEC and organized as business trusts under the laws of the Commonwealth of Massachusetts. The investment objective of the SSR Fund is to provide a high total return while attempting to limit investment risk and preserve capital. The BlackRock Fund’s investment objective is to seek to maximize total return, consistent with income generation and prudent investment management. Each Fund publicly offers its shares on a continuous basis and shares may be purchased through each Fund’s distributor, State Street Research Investment Services, Inc. or BlackRock Distributors, Inc., respectively. Shareholders of each Fund have the right to exchange their shares with other funds managed by the same adviser, respectively, subject to certain limitations. Additionally, each Fund permits its shareholders to redeem their shares upon proper notice.

The Proposed Reorganization

The SSR Trust Board, including the Trustees who are not “interested persons” of the SSR Fund (as defined in the 1940 Act), has unanimously approved the Reorganization Agreement. Additionally, the Board of Trustees of BlackRock Funds has unanimously approved the Reorganization Agreement. Subject to the SSR Fund shareholder approval, the Reorganization Agreement provides for:

• the transfer of all the assets and certain stated liabilities of the SSR Fund to the BlackRock Fund in exchange for Investor A, B, C and Institutional shares of the BlackRock Fund;

• the distribution of such shares to SSR Fund shareholders; and

• the dissolution of the SSR Fund.

If the proposed Reorganization is completed, SSR Fund shareholders would hold shares of the BlackRock Fund with an aggregate value equal to the aggregate value of SSR Fund shares owned immediately prior to the Reorganization. SSRM is the investment adviser to the SSR Fund. BlackRock Advisors is the investment adviser to the BlackRock Fund.

Background and Reasons for the Proposed Reorganization

On August 25, 2004, BlackRock entered into an agreement with MetLife to acquire SSRM Holdings, Inc., the parent of SSRM. Under the terms of the transaction, MetLife will receive at closing $325 million in cash and $50 million of BlackRock Investor A shares. Additional cash consideration, which could increase the purchase price by up to 25%, may be paid over five years, contingent on certain measures. Closing is expected in early 2005 pending required regulatory and shareholder approvals and satisfaction of other customary closing conditions. In connection with the transaction, BlackRock and MetLife have agreed to enter into a cooperation agreement at closing to enhance and expand the products and services provided to clients of SSRM, MetLife and BlackRock. In connection with the BlackRock/SSRM transaction, it is proposed that most of the SSRM funds, including the SSR Fund, will be combined with certain BlackRock funds, subject in each case to approval by the shareholders of the relevant SSRM fund.

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In approving the Reorganization Agreement, the SSR Trust Board, including its independent trustees, determined that participation in the Reorganization is in the best interests of the SSR Fund and its shareholders and that the interests of the shareholders of the SSR Fund will not be diluted as a result of the Reorganization. Before reaching these conclusions, the Board and the independent trustees engaged in a thorough review process relating to BlackRock and the proposed transactions, including the Reorganization. As part of this process, the Board held a special meeting on August 23, 2004 to meet with senior executives of BlackRock, SSRM and MetLife to review the proposed transactions. At that meeting, the independent trustees created a subcommittee to conduct due diligence, including an examination of the proposal and the qualifications and resources of BlackRock. The activities of the subcommittee included meeting with executives and investment professionals of BlackRock and SSRM and on-site due diligence at the offices of BlackRock in New York City. Finally, on September 21 and 22, 2004 the entire Board held an additional special meeting at which the Reorganization was approved.

The factors considered by the SSR Board of Trustees with regard to the Reorganization include, but are not limited to, the following:

• The investment objectives and policies of the SSR Fund and the BlackRock Fund are similar. (See “Comparison of the SSR Fund and the BlackRock Fund—Investment Objectives and Principal Investment Strategies.”)

• There will be no gain or loss for shareholders’ federal income tax purposes, as the Reorganization is expected to be a tax-free transaction.

• BlackRock has committed to maintain, until February 1, 2007, net operating expense ratios for the combined fund that are no greater than that of the SSR Fund for the year ended March 31, 2004, subject to limited exceptions for Class B shares described below under “Current and Pro Forma Operating Expenses.”

• The combined BlackRock and SSRM organizations will have significantly more investment professionals and related resources than either organization possesses individually.

• The Board considered the composition of the investment team that will manage the combined fund, such team’s investment style and strategies (as described below under “Comparison of the SSR Fund and the BlackRock Fund—Investment Objectives and Principal Investment Strategies”), and broad information about performance, including in particular the performance record of such team since it assumed responsibility for portfolio management, and determined that such management arrangements are in the best interest of SSR Fund shareholders. (See “Management of the Funds.”)

• Shareholders will have substantially the same services available, including the current call center, and will have access to a larger fund family with a broader array of options.

• The costs associated with the combination of the two fund families, including the Reorganization, will be absorbed by BlackRock and SSRM and not borne by shareholders.

• BlackRock has a strong commitment to and record of compliance.

For these and other reasons, the SSR Trust Board unanimously concluded that, based upon the factors and determinations summarized above, consummation of the Reorganization is in the best interest of the SSR Fund and its shareholders. The approval determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight to various factors and assigned different degrees of materiality to various conclusions.

If the Reorganization does not occur, the Board will be required to consider other alternatives, such as seeking another investment adviser and administrator. If no such suitable alternatives can be found, the Board may be required to liquidate the Fund. Any such liquidation will not be tax-free for shareholders.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE REORGANIZATION.

Federal Tax Consequences

The Reorganization is expected to qualify as a tax-free “reorganization” for U.S. federal income tax purposes. If the Reorganization so qualifies, in general, neither the SSR Fund, BlackRock Fund, nor their respective shareholders, will recognize gain or loss in the transactions contemplated by the Reorganization. As a condition to the closing of the Reorganization, each of the SSR Fund and the

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BlackRock Fund will receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP to that effect. No tax ruling from the Internal Revenue Service (“IRS”) regarding the Reorganization has been or will be requested. The opinion of counsel is not binding on the IRS or any court and thus does not preclude the IRS from asserting, or a court from rendering, a contrary position.

If any of the portfolio assets of the SSR Fund are sold in connection with the Reorganization, the tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the SSR Fund’s basis in such assets. Any gains will be distributed to the SSR Fund’s shareholders as either capital-gain dividends (to the extent of long-term capital gains) or ordinary dividends (to the extent of short-term capital gains) during or with respect to the year of sale, and such distributions will be taxable to shareholders.

At any time prior to the consummation of the Reorganization, a shareholder may redeem shares, likely resulting in recognition of gain or loss to such shareholder for U.S. federal income tax purposes. For more information about the U.S. federal income tax consequences of the Reorganization, see “Material U.S. Federal Income Tax Consequences of the Reorganization.”

COMPARISON OF THE SSR FUND

AND THE BLACKROCK FUND

Investment Objectives and Principal Investment Strategies

Investment Objectives. As its investment objective, the SSR Fund seeks to provide a high total return while attempting to limit investment risk and preserve capital. The BlackRock Fund’s investment objective is to maximize total return, consistent with income generation and prudent investment management. The SSR Fund’s investment objective is a fundamental policy that may not be changed without shareholder approval of a majority of such Fund’s outstanding voting securities, as defined in the 1940 Act. The BlackRock Fund’s investment objective may be changed by its Board of Trustees without shareholder approval upon 30 days’ notice. The combined fund will pursue the BlackRock Fund’s investment objective, which is similar to the existing SSR Fund’s investment objective. The SSR Fund and the BlackRock Fund pursue similar investment objectives. The combined portfolio will be named the BlackRock Asset Allocation Portfolio.

Principal Investment Strategies. The SSR Fund uses an asset allocation strategy, investing varying percentages of its portfolio in three major categories: stocks, bonds and, to a lesser extent, money market instruments. Drawing on its analysis of financial trends and market conditions, the portfolio manager monitors and adjusts those allocations from time to time. The SSR Fund has wide flexibility in the relative weightings given to each category; however, it intends to remain diversified across categories.

The assets allocated to the stock and bond categories undergo a further allocation process. The portfolio management team assigns varying percentages to individual investment team members. Some team members are responsible for particular types of stock investments, such as stocks of larger companies, smaller companies, companies that appear to be trading below their true worth or international companies. Other members are responsible for various types of bond investments, such as investment grade securities, junk bonds and international debt. The SSR Fund reserves the right to invest up to 25% of total assets in junk bonds (at the time of purchase, within Standard & Poor’s BB or B major rating categories or Moody’s Ba or B major rating categories, or their unrated equivalents).

The BlackRock Fund invests primarily in a blend of equity and fixed income securities selected to deliver returns through the combination of capital appreciation and current income. The equity and fixed income managers work together to determine an appropriate asset allocation strategy.

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Equity Portion

In pursuit of the BlackRock Fund’s investment goal, the portfolio management team uses the S&P 500^® Index as a benchmark. The BlackRock Fund portfolio management team uses quantitative techniques to analyze a universe of approximately 800 companies, including those in the S&P 500^® Index and about 300 other large and medium capitalization companies. Using a multi-factor model, the portfolio team identifies stocks with rising earnings expectations that sell at low relative valuations when compared with their sector peers. Based on this information, and using sophisticated risk measurement tools, the portfolio management team selects stocks, together with their appropriate weightings, that it believes will maximize the BlackRock Fund’s return per unit of risk. The BlackRock Fund seeks to maintain the market capitalization, sector allocations and style characteristics of the fund’s portfolio similar to those of the S&P 500^® Index.

Seeking to maintain the optimal risk/return trade-off, the portfolio management team rebalances the portfolio regularly. The team assesses each stock’s changing characteristics relative to its contribution to portfolio risk. A stock is sold when it no longer offers an appropriate return-to-risk trade-off.

In order to remain fully invested and instead of purchasing and selling securities directly, the fund may invest in depository receipts that seek to replicate the price performance and dividend yield of the S&P 500^® Index.

Fixed Income Portion

The fixed income portion of the BlackRock Fund consists of a broad range of U.S. investment grade bonds including U.S. Government bonds, mortgage-backed, asset-backed and corporate debt securities. The BlackRock Fund normally will invest at least 25% of its total assets in bonds. The BlackRock Fund may invest up to 10% of its total assets in non-dollar denominated bonds of issuers located outside of the United States. The BlackRock Fund’s investment in non-dollar denominated bonds may be on a currency hedged or unhedged basis. The fixed income team seeks bonds that will add value while controlling risk.

If a security falls below investment grade, the portfolio manager will decide whether to continue to hold the security. A security will be sold if, in the opinion of the management team, the risk of continuing to hold the security is unacceptable when compared to its total return potential.

The combined fund’s principal investment strategy will be similar to that of the SSR Fund.

What the Funds have in common.    The Funds share virtually identical investment objectives and seek to provide broad exposure to equity and fixed income securities through an actively managed asset allocation strategy.

Primary differences between the Funds.    Though both Funds seek broad exposure to equity and fixed income securities through a top-down asset allocation decision, they differ in their approach to diversification and security selection. The SSR Fund has the flexibility to allocated Fund assets across a broad array of equity and fixed income styles, including inflation-responsive securities and up to 25% of assets in junk bonds, with no requirements regarding minimum allocations. In contrast, the BlackRock Fund is limited to investment in primarily large capitalization stocks and investment grade bonds. The BlackRock Fund will normally invest at least 25% of its total assets in bonds. In addition, though both Funds can invest in non-U.S. bonds, the BlackRock Fund limits these investments to 10% of net assets. The SSR Fund typically gains non-U.S. exposure through the use of financial instruments such as futures, while the BlackRock Fund utilizes its international investment team to select non-U.S. stocks.

Security selection in the SSR Fund is driven primarily by individual investment team members responsible for style-specific equity and fixed income mandates. Percentages of the Fund assigned to each individual investment team are determined by the Fund‘s management team. Within each equity style, investment decisions are the result of bottom-up security selection which, in turn, drives sector and industry weightings as well as average market capitalization. In contrast, the BlackRock Fund’s stock selection is driven by a multi-factor quantitative model which identifies stocks with rising earnings expectations that sell at low relative valuations, then selects stocks from this universe that it believes offer the maximum return per unit of risk. The BlackRock Fund rebalances the portfolio regularly, selling a stock when it no longer offers an appropriate risk/return trade-off. The BlackRock Fund seeks to maintain market cap, sector allocations and style characteristics similar to those of benchmark.

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For information about the fundamental restrictions applicable to each Fund, see Appendix A.

Principal and Other Investment Risks

Because of the similarities in investment objectives, policies and practices, the SSR Fund and the BlackRock Fund are subject to similar investment risks. The following discussion describes the principal and certain other risks that may affect the combined fund. You will find additional descriptions of specific risks in the prospectuses for the SSR Fund and the BlackRock Fund.

Funds that invest in equity securities are subject to equity market risk. This is the risk that stock prices will fluctuate and can decline and reduce the value of a Fund’s portfolio. Certain types of stock and certain individual stocks selected for a Fund’s portfolio may underperform or decline in value more than the overall market.

Funds that invest in debt securities, such as notes and bonds, are further subject to credit risk and interest rate risk. Credit risk is the possibility that an issuer of an instrument will be unable to make interest payments or repay principal when due. Changes in the financial strength of an issuer or changes in the credit rating of a security may affect its value. Interest rate risk is the risk that interest rates may increase, which will reduce the resale value of securities in a Fund’s portfolio investments, including U.S. government or municipal obligations. Debt securities with longer maturities are generally more sensitive to interest rate changes than those with shorter maturities. Changes in market interest rates do not affect the rate payable on debt securities held in a Fund, unless the securities have adjustable or variable rate features, which can reduce the effect of interest rate changes on the value of those securities. Changes in market interest rates may also extend or shorten the duration of certain types of instruments, such as asset-backed securities, and affect their value and the return on your investment.

Non-investment grade securities carry greater risks than securities which have higher credit ratings, including a high risk of default. The yields of non-investment grade securities will move up and down over time. The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer. These companies are often young and growing and have a lot of debt. High yield securities are considered speculative, meaning there is a significant risk that companies issuing these securities may not be able to repay principal and pay interest or dividends on time. In addition, other creditors of a high yield issuer may have the right to be paid before the high yield bond holder.

Additionally, the Funds may invest in non-dollar denominated bonds of issuers located outside of the United States. The Funds’ investment in non-dollar denominated bonds may be on a currency hedged or unhedged basis. The portfolio management teams seek bonds that will add value while controlling risk.

The Funds may invest in companies that have relatively small market capitalizations. These organizations will normally have more limited product lines, markets and financial resources and will be dependent upon a more limited management group than larger capitalized companies. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. The securities of smaller capitalized companies are often traded in the over-the-counter markets and may have fewer market makers and wider price spreads. This may result in greater price movements and less ability to sell the Funds’ investments than if they held the securities of larger, more established companies.

The Funds’ use of derivatives may reduce the Funds’ returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Funds’ use of derivatives is that they

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may not perform as expected. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes, market price fluctuations and general market liquidity than other securities.

Forward foreign currency exchange contracts do not eliminate movements in the value of non-U.S. currencies and securities but rather allow the Fund to establish a fixed rate of exchange for a future point in time. This strategy can have the effect of reducing returns and minimizing opportunities for gain.

Higher than normal portfolio turnover may result in increased transaction costs to a Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund securities may result in the recognition of capital gain or loss. Given the frequency of sales, such gain or loss will likely be short-term capital gain or loss. Unlike long-term capital gain, short-term capital gain of individuals is taxable at the same rates as ordinary income. These effects of higher than normal portfolio turnover may adversely affect Fund performance.

Management of the Funds

BlackRock Fund. BlackRock Advisors, with its principal offices at 40 East 52^nd Street, New York, New York 10022, serves as the adviser to the BlackRock Fund and will serve as investment adviser to the combined fund after the Reorganization. BlackRock Financial Management, Inc. serves as sub-adviser. BlackRock Advisors is a wholly-owned subsidiary of BlackRock, which is a majority-owned, indirect subsidiary of The PNC Financial Services Group, Inc.

The co-lead managers for the equity portion of the BlackRock Fund are David E. Byrket, CFA, Managing Director and Frederick W. Herrmann, CFA, Managing Director. Prior to joining BlackRock Advisors in 2003, both Mr. Byrket and Mr. Herrmann were Managing Directors at Weiss, Peck and Greer, LLC since 2001. They were responsible for managing quantitative equity portfolios since 1996. Mr. Byrket and Mr. Herrmann have been managers of the BlackRock Fund since March 2003. The co-lead managers for the fixed income portion of the fund are Robert S. Kapito, who has been Vice Chairman of BlackRock Advisors since 1988, and Keith T. Anderson, a Managing Director at BlackRock since 1988. Mr. Kapito and Mr. Anderson have been managers of the BlackRock Fund since 1995.

SSR Fund. SSRM, with its principal offices at One Financial Center, Boston, Massachusetts 02111, serves as adviser to the SSR Fund. The firm traces its heritage back to 1924 and the founding of one of America’s first mutual funds. SSRM is responsible for the SSR Fund’s investment and business activities, and receives the management fee as compensation. SSRM is a subsidiary of MetLife.

The SSR Fund is managed by the State Street Research Asset Allocation Team. The portfolio management team determines overall sector allocations for the fund. Varying portions of the SSR Fund’s portfolio are then assigned to equity and fixed income portfolio management teams, which are responsible for specific types of bond and stock investments, such as government securities, corporate bonds, growth stocks and value stocks.

Combined Fund. Following the Reorganization the fund management team will be led by R. Andrew Damm, Managing Director of BlackRock Advisors since 1995 and Linda Zhang, Vice President and Head of SSR Quantitative Strategy since 2003. Mr. Damm is a member of the Portfolio Risk Management Group and the Asset Allocation Committee. His primary responsibility is the oversight of the risk management of domestic equity portfolios. In addition, as a member of the Equity Investment Strategy Group, he participates in the formulation and communication of BlackRock’s overall equity investment strategy. Before taking on his current responsibilities, Mr. Damm was the equity product strategist and the lead portfolio manager for BlackRock’s Large Cap Growth and Core Equity Portfolios. Ms. Zhang is also a portfolio manager and a key member of the portfolio management team for State Street Research Asset Allocation Fund. Prior to joining SSRM Ms. Zhang served as a Vice President and Associate Portfolio Manager for the North American Fixed Income Team at Baring Asset Management from [            ] to [            ]. Prior to that, she was an Investment Research Consultant at Windham Capital Management. Linda also served as an Assistant Professor of Finance at New Hampshire College’s Graduate School of Business.

Investment Advisory Agreements

BlackRock Fund. BlackRock Advisors renders advisory services to nearly all of the portfolios of the BlackRock funds. Various BlackRock subsidiaries provide sub-advisory services for many of the portfolios of the BlackRock funds. The investment advisory agreement with BlackRock Advisors and the other advisory and sub-advisory agreements with the BlackRock funds are collectively referred to as the “BlackRock Advisory Agreement.”

The BlackRock Advisory Agreement was most recently approved by the BlackRock Fund’s Board of Trustees at an in-person meeting of the Board held on February 10, 2004, including a majority of the Trustees who are not parties to the agreements or interested persons of any such party (as such term is defined in the 1940 Act). In determining to approve the BlackRock Advisory Agreement, the Trustees met with the relevant investment advisory personnel from BlackRock Advisors and considered information relating to the education, experience and number of investment professionals and other personnel who would provide services under the applicable agreement. The Trustees also took into account the time and attention to be devoted by senior management to the BlackRock Fund. The Trustees evaluated the level of skill required to manage the BlackRock Fund and concluded that the human

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resources to be available at BlackRock Advisors were appropriate to fulfill effectively the duties of BlackRock Advisors on behalf of the BlackRock Fund under the BlackRock Advisory Agreement. The Trustees also considered the business reputation of BlackRock Advisors, its financial resources and professional liability insurance coverage and concluded that it would be able to meet any reasonably foreseeable obligations under the BlackRock Advisory Agreement.

The Trustees received information concerning the investment philosophy and investment process to be applied by BlackRock Advisors in managing the BlackRock Fund. In this connection, the Trustees considered BlackRock Advisors’ in-house research capabilities as well as other resources available to its personnel. The Trustees concluded that BlackRock Advisors’ investment process, research capabilities and philosophy were well suited to the BlackRock Fund, given the BlackRock Fund’s investment objectives, policies and practices. The Trustees considered the scope of the services provided by BlackRock Advisors to the BlackRock Fund under the BlackRock Advisory Agreement relative to services provided by third parties to other funds. The Trustees noted that the adviser’s standard of care was comparable to that found in most investment company advisory agreements. The Trustees concluded that the scope of the adviser’s services to be provided to the BlackRock Fund was consistent with the BlackRock Fund’s operational requirements, including, in addition to its investment objectives, compliance with investment restrictions, tax and reporting requirements and related shareholder services.

The Trustees considered the quality of the services to be provided by BlackRock Advisors to the BlackRock Fund. The Trustees also evaluated the procedures of BlackRock Advisors designed to fulfill its fiduciary duty to the BlackRock Fund with respect to possible conflicts of interest, including its code of ethics (regulating the personal trading of its officers and employees), the procedures by which BlackRock Advisors allocates trades among its various investment advisory clients, the integrity of the systems in place to ensure compliance with the foregoing and the record of BlackRock Advisors in these matters. The Trustees also received information concerning standards of BlackRock Advisors with respect to the execution of portfolio transactions.

In approving the BlackRock Advisory Agreement, the Trustees also gave substantial consideration to the fees payable under the agreement. The Trustees reviewed information concerning fees paid to investment advisers of similar funds. The Trustees also considered the fees of the BlackRock Fund as a percentage of assets at different asset levels and possible economies of scale to BlackRock Advisors. In evaluating the BlackRock Fund’s advisory fees, the Trustees also took into account the complexity of investment management for the BlackRock Fund relative to other types of funds. The Trustees concluded that the fees to be paid pursuant to the BlackRock Advisory Agreement were fair and reasonable in light of the services provided, the type of portfolio and fees paid by similar funds.

BlackRock Advisors is entitled to fees computed daily and payable monthly. The maximum annual advisory fees that can be paid to BlackRock Advisors (as a percentage of average daily net assets of the fund) are as follows:

Total Annual Advisory Fee (Before Waivers)

AVERAGE DAILY NET ASSETS	INVESTMENT ADVISORY FEE
Up to $1 billion	0.550	%
$1 billion-$2 billion	0.500	%
$2 billion-$3 billion	0.475	%
more than $3 billion	0.450	%

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BlackRock Advisors has agreed contractually until February 1, 2005 to waive or reimburse fees or expenses in order to limit expenses (excluding interest, taxes, brokerage commissions, and other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of business, if any) of shares of the BlackRock Fund at the level shown in the BlackRock Fund’s expense table. The Fund may have to repay some of these waivers and reimbursements to BlackRock Advisors in the following two years. See “Current and Pro Forma Operating Expenses.”

To maintain this limit, BlackRock Advisors and the BlackRock Fund have entered into an expense limitation agreement. The agreement sets a limit on certain of the operating expenses of each class of shares through February 1, 2005 and requires BlackRock Advisors to waive or reimburse fees or expenses if these operating expenses exceed that limit. If within two years following a waiver or reimbursement the operating expenses of a share class that previously received a waiver or reimbursement from BlackRock Advisors are less than the expense limit for that share class, the share class is required to repay BlackRock Advisors up to the amount of fees waived or expenses reimbursed under the agreement if: (1) the portfolio of which the share class is a part has more than $50 million in assets, (2) BlackRock Advisors or an affiliate serves as the BlackRock Fund’s investment adviser or administrator and (3) the Board of Trustees of the BlackRock Fund has approved in advance the payments to BlackRock Advisors at the previous quarterly meeting of the Board.

BlackRock Advisors and the other advisers were paid an aggregate fee of $722,052, net of waivers of $164,894 for investment advisory services for the fiscal year ended September 30, 2003 from BlackRock Fund. In addition, BlackRock Advisors were paid shareholder servicing fees and shareholder processing fees for the year ended September 30, 2003 as follows: Investor A shares paid $240,438 and $144,262 in shareholder servicing and shareholder processing fees, respectively; Investor B shares paid $99,899 and $59,940 in shareholder servicing and shareholder processing fees, respectively; and Investor C shares paid $11,443 and $6,866 in shareholder servicing and shareholder processing fees, respectively. Effective July 1, 2004, shareholder processing fees were eliminated.

BlackRock and PFPC Inc. (“PFPC”) serve as the BlackRock Fund’s co-administrators pursuant to an administration agreement (the “Administration Agreement”). PFPC maintains office facilities for the BlackRock Fund; furnishes the BlackRock Fund with statistical and research data, clerical, accounting, and bookkeeping services; provides and supervises the operation of an automated data processing system to process purchase and redemption orders; prepares and files certain reports required by regulatory authorities; prepares and files federal and state tax returns; prepares and files material requested by state securities regulators; calculates various contractual expenses; computes BlackRock Fund’s net asset value, net income and net capital gain or loss; and serves as a liaison with the BlackRock Fund’s independent public accountants. Under the Administration Agreement, BlackRock is responsible for: (i) the supervision and coordination of the performance of the BlackRock Fund’s service providers; (ii) the negotiation of service contracts and arrangements between the BlackRock Fund and its service providers; (iii) acting as liaison between the trustees of the BlackRock Fund and the BlackRock Fund’s service providers; and (iv) providing ongoing business management and support services in connection with the BlackRock Fund’s operations. The Administrators may from time to time voluntarily waive administration fees with respect to the BlackRock Fund and may voluntarily reimburse the BlackRock Fund for expenses.

Under the Administration Agreement, the BlackRock funds pay to BlackRock Advisors and PFPC a fee, computed daily and payable monthly, at an aggregate annual rate of (i) 0.085% of the first $500 million of the BlackRock Fund’s average daily net assets, 0.075% of the next $500 million of the BlackRock Fund’s average daily net assets and 0.065% of the average daily net assets of the BlackRock Fund in excess of $1 billion; and (ii) 0.145% of the first $500 million of average daily net assets allocated

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to each class of shares of the BlackRock Fund, 0.135% of the next $500 million of such average daily net assets allocated to each class of shares and 0.125% of the average daily net assets allocated to each class of shares of the BlackRock Fund in excess of $1 billion.

For the year ended September 30, 2003, BlackRock Advisors and PFPC were paid $370,908 in administration fees from the BlackRock Fund.

SSR Fund. Prior to the Reorganization, SSRM has overall responsibility for managing the investments of the SSR Fund, subject to the authority of the Board of Trustees of the State Street Research Income Trust. The investment advisory agreement (the “SSR Advisory Agreement”) provides that the Investment Manager will furnish the SSR Fund with an investment program and investment administrative services as may be required from time to time. Under the SSR Advisory Agreement, the Investment Manager also provides other assistance and services in connection with a number of business matters for the SSR Fund, for example the registration of the SSR Fund’s shares, subject to reimbursement of related costs. The Investment Manager compensates all personnel and Trustees if such persons are employees of the Investment Manager or its affiliates.

The SSR Advisory Agreement provides that it will continue in effect with respect to the SSR Fund for a period of two years after its initial effectiveness and will continue from year to year thereafter as long as it is approved at least annually both (i) by a vote of a majority of the outstanding voting securities of the SSR Fund (as defined in the 1940 Act) or by the Trustees of the State Street Research Income Trust, and (ii) in either event by a vote of a majority of the Trustees who are not parties to the SSR Advisory Agreement or “interested persons” of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The SSR Advisory Agreement may be terminated on 60 days’ written notice by either party and will terminate automatically in the event of its assignment, as defined under the 1940 Act and regulations thereunder.

The advisory fee, payable monthly by the SSR Fund to SSRM, is computed as a percentage of the average of the value of the net assets of the SSR Fund as determined at the close of regular trading on the New York Stock Exchange (“NYSE”) on each day the NYSE is open for trading. The maximum annual advisory fees that can be paid to SSRM (as a percentage of average daily net assets of the fund) are as follows:

Total Annual Advisory Fee (Before Waivers)

AVERAGE DAILY NET ASSETS	INVESTMENT ADVISORY FEE
Up to $500 million	0.750	%
$500 million-$1 billion	0.700	%
more than $1 billion	0.650	%

Comparison of the Advisory Agreements

Following the Reorganization, the combined fund will be managed by BlackRock Advisors pursuant to the investment advisory agreement currently in place for the BlackRock Fund, the major elements of which are described above. The following discussion offers a summary of key similarities and differences between the BlackRock Advisory Agreement and the SSR Advisory Agreement.

As discussed above, under each of the BlackRock Advisory Agreement and SSRM Advisory

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Agreement, BlackRock and SSRM receive an investment advisory fee that decreases as the average daily net assets of the fund increase. Following the Reorganization, the BlackRock Fund fee structure will apply.

Both BlackRock Advisors and SSRM perform similar investment advisory roles for the Funds under the terms of their respective agreements. However, the SSR Advisory Agreement contemplates that SSRM also perform an administrative role for the SSR Fund. BlackRock Advisors performs such administrative role together with PFPC under a separate Administration Agreement, as discussed above.

Under each of the BlackRock Advisory Agreement and the SSR Advisory Agreement, BlackRock Advisors and SSRM are not liable for any error of judgment or mistake of law or for any loss suffered in connection with their respective performance obligations, to the extent such loss does not result from willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its duties and obligations thereunder.

Each of the BlackRock Advisory Agreement and SSR Advisory Agreement is terminable as to the BlackRock Fund or SSR Fund, respectively, by vote of the board of trustees or by the holders of a majority of the outstanding voting securities of each Fund, at any time without penalty, on 60 days’ written notice to BlackRock Advisors or SSRM, as the case may be. Furthermore, BlackRock Advisors and SSRM may also terminate its advisory relationship with respect to the BlackRock Fund or SSR Fund on 60 days’ written notice. Each advisory agreement terminates automatically in the event of its assignment.

For more details on the investment advisory arrangements, see Appendix B.

Current and Pro Forma Operating Expenses

The following comparative fee tables describe the fees that you may incur for buying and holding shares of the BlackRock Fund versus shares of the SSR Fund as of March 31, 2004. The pro forma tables show the BlackRock Fund’s fees and expenses assuming that the Reorganization is approved by the shareholders of the SSR Fund.

BlackRock Advisors has committed through February 1, 2007 to waive fees and/or reimburse expenses to the extent necessary to maintain the combined fund’s net operating expense ratio at a level that is no greater than that of the SSR’s Fund’s net operating expense ratio for the year ended March 31, 2004 (the “Undertaking”). This Undertaking, however, is after giving effect to the elimination by SSRM as of October 1, 2004 of a partial waiver of service fees on the SSR Fund’s Class B shares that was in effect on March 31, 2004 (which elimination resulted in an increase of 0.25% in net operating expense ratio of such Class B shares).

The BlackRock Fund has a redemption fee that is imposed on certain redemptions and exchanges as set forth below. SSR Fund shares purchased prior to the Reorganization will not be subject to this fee.

Investor A and Class A & Class B

	BLACKROCK FUND Investor A		SSR FUND Class A		SSR FUND Class B		PRO FORMA
SHAREHOLDER FEES (paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases(2) (as a percentage of offering price)	4.50	%	5.75	%	0.00	%	5.75	%(1)
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)	0.00	%	0.00	%	5.00	%	0.00	%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions (as a percentage of offering price)	0.00	%	0.00	%	0.00	%	0.00	%
Redemption & Exchange Fees(3) (as a percentage of amount redeemed if applicable)	2.00	%	0.00	%	0.00	%	2.00	%
Maximum Account Fee	0.00	%	0.00	%	0.00	%	0.00	%

⁽¹⁾ Effective as of the Closing Date, the combined fund intends to adopt the SSR Fund’s front-end sales load of 5.75% for its InvestorA shares. This pro forma number presents the data for Investor A shares as adjusted by such higher sales charge. Source: BlackRock Advisors, Inc.

⁽²⁾ A contingent deferred sales charge of up to 0.75% may be assessed on certain redemptions of InvestorA shares that are purchased with no initial sales charge as part of an investment of $1 million or more.

⁽³⁾ Feeapplies only to shares redeemed or exchanged within 90 days of purchase.

17

For more detailed information, please see the BlackRock Fund prospectus which accompanies this Combined Prospectus/Proxy Statement.

ANNUAL FUND OPERATING EXPENSES

(Expenses that are deducted from Fund assets,

as a percentage of average net assets)

	BLACKROCK FUND Investor A		SSR FUND Class A		SSR FUND Class B		PRO FORMA
Investment Advisory Fees	0.55	%	0.75	%	0.75	%	0.55	%
Distribution and/or Service (12b-1) Fees
Rule 12b-1 Fee	0.10	%	0.05	%	0.75	%	0.10	%
Service Fee	0.25	%	0.25	%	0.25	%	0.25	%
Processing Fee	0.15	%	0.00	%	0.00	%	0.00	%
Other Expenses	0.48	%	0.40	%	0.40	%	0.49	%
Total Annual Fund Operating Expenses	1.53	%	1.45	%	2.15	%	1.39	%
Fee Waiver and/or Expense Reimbursement	0.20	%(1)	0.00	%	0.75	%(2)	0.00	%(3)
Net Operating Expenses	1.33	%(1)	1.45	%	1.40	%(2)	1.39	%(3)

⁽¹⁾ BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 1.33% of average daily net assets of the Investor A share class of BlackRock Fund until February 1, 2005. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years.

⁽²⁾ Reflects the termination, effective October 1, 2004, of a portion of the voluntary fee waiver for the Class B shares of the SSR Fund. Prior to this partial termination of the voluntary fee waiver, the Class B share “Fee Waiver and/or Expense Reimbursement” was 0.25% higher, and the “Net Operating Expenses” were 0.25% lower, than the amounts shown.

⁽³⁾ Pursuant to the Undertaking, BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 1.40% (excluding interest expense) of average daily net assets of the Investor A share class of the pro forma fund until February 1, 2007.

Example

This example is intended to help you compare the cost of investing in the BlackRock Fund and the SSR Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. For SSR Fund’s Class B shares, this example also assumes the automatic conversion to SSR Fund Class A shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund(1)	$579	$893	$1,229	$2,175
SSR Fund Class A(1)	$714	$1,007	$1,322	$2,210
SSR Fund Class B(1)	$718	$973	$1,354	$2,305
Pro forma(2)	$708	$990	$1,292	$2,148

⁽¹⁾ Reflectsimposition of sales charge.

⁽²⁾ Effective as of theClosing Date, the combined fund intends to adopt the SSR Fund’s front-end sales load of 5.75% for its Investor A shares. These numbers present the data for Investor A shares as adjusted by such higher sales charge. Source: BlackRock Advisors, Inc.

You would pay the following expenses if you did not redeem your shares:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund(1)	$579	$893	$1,229	$2,175
SSR Fund Class A(1)	$714	$1,007	$1,322	$2,210
SSR Fund Class B	$218	$673	$1,154	$2,305
Pro forma(2)	$708	$990	$1,292	$2,148

⁽¹⁾ Reflectsimposition of sales charge.

⁽²⁾ Effective as of the Closing Date, the combined fund intends to adopt the SSR Fund’s front-end sales load of 5.75% for its Investor A shares. These numbers present the data for Investor A shares as adjusted by such higher sales charge. Source: BlackRock Advisors, Inc.

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Investor B and Class B(1)

	BLACKROCK FUND Investor B		SSR FUND Class B(1)		PRO FORMA
SHAREHOLDER FEES (paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	0.00	%(3)	0.00	%	0.00	%
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)	4.50	%(3)	5.00	%(1)	4.50	%(3)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions (as a percentage of offering price)	0.00	%	0.00	%	0.00	%
Redemption & Exchange Fees(2) (as a percentage of amount redeemed if applicable)	2.00	%	0.00	%	2.00	%
Maximum Account Fee	0.00	%	0.00	%	0.00	%

⁽¹⁾ ClassB(1) shares of the SSR Fund purchased prior to the Reorganization will remain subject to the contingent deferred sales charges currently applicable to such shares. All shares purchased following the Reorganization will be subject to the contingent deferred sales charges of the BlackRock Fund.

⁽²⁾ Feeapplies only to shares redeemed or exchanged within 90 days of purchase.

⁽³⁾ TheCDSC is 4.5% if shares are redeemed in less than one year. The CDSC for Investor B Shares decreases for redemptions made in subsequent years. After six years there is no CDSC on B Shares. (See the section “Purchase of Investor B Shares” for complete schedule of CDSCs).

For more detailed information, please see the BlackRock Fund prospectus which accompanies this Combined Prospectus/Proxy Statement.

ANNUAL FUND OPERATING EXPENSES

(Expenses that are deducted from Fund assets,

as a percentage of average net assets)

	BLACKROCK FUND Investor B		SSR FUND Class B(1)		PRO FORMA
Investment Advisory Fees	0.55	%	0.75	%	0.55	%
Distribution and/or Service (12b-1) Fees
Rule 12b-1 Fee	0.75	%	0.75	%	0.75	%
Service Fee	0.25	%	0.25	%	0.25	%
Processing Fee	0.15	%	0.00	%	0.00	%
Other Expenses	0.48	%	0.40	%	0.49	%
Total Annual Fund Operating Expenses	2.18	%	2.15	%	2.04	%
Fee Waiver and/or Expense Reimbursement	0.10	%(1)	0.00	%	0.00	%(2)
Net Operating Expenses	2.08	%(1)	2.15	%	2.04	%(2)

⁽¹⁾ BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 2.08% of average daily net assets of the Investor B share class of BlackRock Fund until February 1, 2005. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years.

⁽²⁾ Pursuant to the Undertaking, BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 2.15% (excluding interest expense) of average daily net assets of the Investor B share class of the pro forma fund until February 1, 2007.

Example

This example is intended to help you compare the cost of investing in the BlackRock Fund and the SSR Fund with the cost of investing in other mutual funds.

19

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. For SSR Fund’s Class B(1) shares, this example also assumes the automatic conversion to Class A shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund(1)	$661	$1,023	$1,360	$2,341(3)
SSR Fund(1)(2)	$718	$   973	$1,354	$2,305
Pro forma(1)(2)	$657	$   990	$1,298	$2,202(3)

⁽¹⁾ Reflects reduction ofCDSC.

⁽²⁾ ClassB(1) shares of the SSR Fund purchased prior to the Reorganization will remain subject to the contingent deferred sales charges currently applicable to such shares. Actual deferred sales charges on these shares may vary depending on the purchase date of these shares and the holding period of the shares redeemed. All shares purchased following the Reorganization will be subject to the contingent deferred sales charges of the BlackRock Fund.

⁽³⁾ Basedon conversion of the Investor B shares to Investor A shares after 8 years.

You would pay the following expenses if you did not redeem your shares:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund	$211	$673	$1,160	$2,341(1)
SSR Fund	$218	$673	$1,154	$2,305
Pro forma	$207	$640	$1,098	$2,202(1)

⁽¹⁾ Basedon conversion of the Investor B shares to Investor A shares after 8 years.

Investor C and Class C

	BLACKROCK FUND Investor C	SSR FUND Class C	PRO FORMA
SHAREHOLDER FEES (paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	0.00%	0.00%	0.00	%
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)	1.00%(2)	1.00%	1.00	%(2)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions (as a percentage of offering price)	0.00%	0.00%	0.00	%
Redemption & Exchange Fees(1) (as a percentage of amount redeemed if applicable)	2.00%	0.00%	2.00	%
Maximum Account Fee	0.00%	0.00%	0.00	%

⁽¹⁾ Feeapplies only to shares redeemed or exchanged within 90 days of purchase.

⁽²⁾ Thereis no CDSC on C shares after one year.

For more detailed information, please see the BlackRock Fund prospectus which accompanies this Combined Prospectus/Proxy Statement.

ANNUAL FUND OPERATING EXPENSES

(Expenses that are deducted from Fund assets,

as a percentage of average net assets)

	BLACKROCK FUND Investor C		SSR FUND Class C	PRO FORMA
Investment Advisory Fees	0.55%		0.75%	0.55%
Distribution and/or Service (12b-1) Fees
Rule 12b-1 Fee	0.75%		0.75%	0.75%
Service Fee	0.25%		0.25%	0.25%
Processing Fee	0.15%		0.00%	0.00%
Other Expenses	0.48%		0.40%	0.49%
Total Annual Fund Operating Expenses	2.18%		2.15%	2.04%
Fee Waiver and/or Expense Reimbursement	0.10%	(1)	0.00%	0.00%	(2)
Net Operating Expenses	2.08%	(1)	2.15%	2.04%	(2)

⁽¹⁾ BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit Fund expenses to 2.08% of average daily net assets of the Investor C share class of BlackRock Fund until February 1, 2005. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years.

⁽²⁾ Pursuant to the Undertaking, BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 2.15% (excluding interest expense) of average daily net assets of the Investor C share class of the pro forma fund until February 1, 2007.

20

Example

This example is intended to help you compare the cost of investing in the BlackRock Fund and the SSR Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund(1)	$311	$673	$1,160	$2,506
SSR Fund(1)	$318	$673	$1,154	$2,483
Pro forma(1)	$307	$640	$1,098	$2,369

⁽¹⁾ Reflects reduction ofCDSC.

You would pay the following expenses if you did not redeem your shares:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund	$211	$673	$1,160	$2,506
SSR Fund	$218	$673	$1,154	$2,483
Pro forma	$207	$640	$1,098	$2,369

Institutional and Class S

	BLACKROCK FUND Institutional	SSR FUND Class S	PRO FORMA
SHAREHOLDER FEES (paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	0.00%	0.00%	0.00%
Maximum Deferred Sales Charge (Load) (as a percentage of offering price)	0.00%	0.00%	0.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other Distributions (as a percentage of offering price)	0.00%	0.00%	0.00%
Redemption & Exchange Fees(1) (as a percentage of amount redeemed if applicable)	2.00%	0.00%	2.00%
Maximum Account Fee	0.00%	0.00%	0.00%

⁽¹⁾ Feeapplies only to shares redeemed or exchanged within 90 days of purchase.

For more detailed information, please see the BlackRock Fund prospectus which accompanies this Combined Prospectus/Proxy Statement.

21

ANNUAL FUND OPERATING EXPENSES

(Expenses that are deducted from Fund assets,

as a percentage of average net assets)

	BLACKROCK FUND Institutional		SSR FUND Class S		PRO FORMA
Investment Advisory Fees	0.55	%	0.75	%	0.55	%
Distribution and/or Service (12b-1) Fees
Rule 12b-1 Fee	0.00	%	0.00	%	0.00	%
Service Fee	0.00	%	0.00	%	0.00	%
Processing Fee	0.00	%	0.00	%	0.00	%
Other Expenses	0.43	%	0.40	%	0.49	%
Total Annual Fund Operating Expenses	0.98	%	1.15	%	1.04	%
Fee Waiver and/or Expense Reimbursement	0.12	%(1)	0.00	%	0.00	%(2)
Net Operating Expenses	0.86	%(1)	1.15	%	1.04	%(2)

⁽¹⁾ BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 0.86% of average daily net assets of the Institutional share class of BlackRock Fund until February 1, 2005. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years.

⁽²⁾ Pursuant to the Undertaking, BlackRock Advisors has contractually agreed to waive or reimburse fees or expenses in order to limit fund expenses to 1.15% (excluding interest expense) of average daily net assets of the Institutional share class of the pro forma fund until February 1, 2007.

Example

This example is intended to help you compare the cost of investing in the BlackRock Fund and the SSR Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs maybe higher or lower, based on these assumptions your costs would be:

FUND	1 YEAR	3 YEARS	5 YEARS	10 YEARS
BlackRock Fund	$88	$300	$530	$1,190
SSR Fund	$117	$365	$633	$1,398
Pro forma	$106	$331	$574	$1,271

22

Capitalization

The following table sets forth as of March 31, 2004: (i) the unaudited capitalization of the BlackRock Fund; (ii) the unaudited capitalization of the SSR Fund; and (iii) the unaudited pro forma combined capitalization of the BlackRock Fund assuming the Reorganization has been approved. The capitalizations are likely to be different at the time of effectiveness of the Reorganization as a result of daily share purchase and redemption activity.

FUND	NET ASSETS		NET ASSET VALUE PER SHARE	SHARES OUTSTANDING
BLACKROCK BALANCED PORTFOLIO
Class A		$77,420,051	$14.11	5,488,655
Class B		43,537,892	13.99	3,112,796
Class C		5,126,440	13.99	366,552
Institutional		11,894,399	14.13	841,874
Service		2,281,545	14.11	161,650
TOTAL	$	140,260,327		9,971,527
STATE STREET RESEARCH ASSET ALLOCATION FUND
Class A	$	357,099,511	$10.72	33,326,748
Class B		104,939,875	10.78	9,735,240
Class B(1)		133,083,247	10.66	12,482,001
Class C		42,262,311	10.72	3,942,467
Class S		21,989,375	10.72	2,051,058
TOTAL	$	659,374,319		61,537,514
PRO FORMA - BLACKROCK ASSET ALLOCATION PORTFOLIO
Class A	$	539,459,437	$14.11	38,234,182
Class B		176,621,139	13.99	12,625,537
Class C		47,388,751	13.99	3,387,446
Institutional		33,883,774	14.13	2,398,093
Service		2,281,545	14.11	161,650
TOTAL	$	799,634,646		56,806,908

23

Performance Information

The performance tables below illustrate the past performance of an investment in each Fund. A Fund’s past performance does not necessarily indicate how the BlackRock Fund will perform in the future. The following tables represent the average total returns for the SSR Fund and the BlackRock Fund. Please note that members of the team that will manage the combined fund initially took on responsibility for portfolio management of the BlackRock Fund and the SSR Fund on [                    ] and [                ], respectively.

BlackRock Fund

Average Annual Total Returns⁽¹⁾

For The Period Ended December 31, 2003

These returns assume payment of applicable sales charges.

	1 YEAR		5 YEARS		10 YEARS		INCEPTION DATE
Balanced; Inv A(2)
Return Before Taxes	13.20	%	(2.53	)%	6.40	%	05/14/90
Return After Taxes on Distribution	12.68	%	(4.00	)%	4.61	%
Return After Taxes on Distribution and Sale of Shares	8.80	%	(2.69	)%	4.69	%
Balanced; Inv B
Return Before Taxes	14.72	%	(2.41	)%	6.30	%	05/14/90
Balanced; Inv C
Return Before Taxes	18.22	%	(2.10	)%	6.30	%	05/14/90
Balanced; Institutional Shares
Return Before Taxes	20.63	%	(0.91	)%	7.50	%	05/14/90
Return After Taxes on Distribution	20.18	%	(2.53	)%	5.55	%
Return After Taxes on Distribution and Sale of Shares	13.93	%	(1.41	)%	5.57	%
65% S&P 500®/35% LEH. AGG. (Reflects no deduction for fees, expenses or taxes)	19.73	%	2.29	%	9.94	%	N/A

⁽¹⁾ The table assumes reinvestment of dividends and distributions.

⁽²⁾ Effective as of the ClosingDate, the combined fund intends to adopt the SSR Fund’s front-end sales load of 5.75% for its Investor A shares. These numbers present the historical performance data for Investor A shares as adjusted by such higher sales charge. The table assumes reinvestment of dividends and distributions.

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

24

SSR Fund

Average Annual Total Returns

For The Period Ended December 31, 2003

SSR Asset Allocation	1 YEAR		5 YEARS		10 YEARS
CLASS A
Return Before Taxes	18.19	%	4.93	%	8.31	%
Return After Taxes on Distributions	17.52	%	2.95	%	5.88	%
Return After Taxes on Distributions and Sale of Fund Shares	11.77	%	3.09	%	5.81	%
CLASS B(1)(1) – Return Before Taxes	19.51	%	5.09	%	8.17	%
CLASS B – Return Before Taxes	21.68	%	5.65	%	8.45	%
CLASS C – Return Before Taxes	23.52	%	5.43	%	8.15	%
CLASS S – Return Before Taxes	25.77	%	6.48	%	9.23	%
S&P 500 INDEX – Return Before Taxes	28.67	%	(0.57	)%	11.06	%
LEHMAN BROTHERS AGG. BOND INDEX Return Before Taxes	4.10	%	6.62	%	6.95	%
S&P 500/LEHMAN BLENDED INDEX (Reflects no deduction for fees, expenses or taxes)	18.49	%	2.67	%	9.75	%
LIPPER FLEXIBLE PORTFOLIO FUNDS INDEX (Reflects no deduction for fees, expenses or taxes)	23.03	%	1.22	%	7.23	%

⁽¹⁾ Performance for ClassB(1) shares reflects Class B performance through December 31, 1998. Class B(1) was introduced January 1, 1999.

The combined fund will be named the BlackRock Asset Allocation Portfolio following the Reorganization. Because BlackRock Asset Allocation Portfolio will be substantially similar to the SSR Fund, the SSR Fund will be the accounting survivor of the Reorganization. As such, the combined fund will assume the performance history of the the SSR Fund at the closing of the reorganization.

Distributor

SSR Fund. State Street Research Investment Services, Inc., a division of State Street Research Services, Inc., with its principal offices at One Financial Center, Boston, Massachusetts 02111, serves as the distributor and principal underwriter for the SSR Fund. State Street Research Investment Services, Inc. is an indirect, wholly-owned subsidiary of MetLife.

BlackRock Fund. BlackRock Distributors, Inc., with its principal offices at 760 Moore Road, King of Prussia, Pennsylvania 19406, an affiliate of The PNC Financial Services Group, Inc., serves as the distributor and principal underwriter for the BlackRock Fund.

Distribution and Service Fees

BlackRock Fund. The BlackRock Fund has adopted a plan (the “BlackRock Fund Distribution Plan”) that allows the BlackRock Fund to pay distribution fees for the sale of its shares under Rule 12b-1 of the 1940 Act and shareholder servicing fees for certain services provided to its shareholders.

Under the BlackRock Fund Distribution Plan holders of Investor shares pay a fee (a distribution fee) to the distributor and/or affiliates of PNC Bank Corp. (including BlackRock Advisors) for distribution and sales support services. The distribution fees may be used to pay affiliated and unaffiliated brokers, dealers, financial institutions and industry professionals (“Service Organizations”) as compensation for sales support services and related expenses. All Investor A shares pay a maximum distribution fee of 0.10% per year of the average daily net asset value of each fund attributable to Investor A shares. All Investor B and C shares pay a maximum of 0.75% per year.

Under the BlackRock Fund Distribution Plan, the BlackRock Fund also pays shareholder servicing fees to Service Organizations whereby the Service Organizations provide support services to their customers who own Investor shares in return for these fees. The BlackRock Fund may pay a shareholder servicing fee of up to 0.25% per year of the average daily net asset value of Investor shares of a fund. All Investor shares pay this shareholder servicing fee.

25

In return for the shareholder servicing fee, Service Organizations (including BlackRock Advisors) may provide one or more of the following services to their customers who own Investor shares:

(1) Responding to customer questions on the services performed by the Service Organization and investments in Investor Shares;

(2) Assisting customers in choosing and changing dividend options, account designations and addresses; and

(3) Providing other similar shareholder liaison services.

The BlackRock Fund Distribution Plan permits BlackRock Advisors, the distributor and their affiliates to make payments relating to distribution and sales support activities out of their past profits or other sources available to them (and not as an additional charge to the BlackRock Fund). BlackRock Advisors, the distributor and their affiliates may pay affiliated and unaffiliated Service Organizations compensation for the sale and distribution of shares of the BlackRock Fund or for services to the BlackRock Fund and its shareholders. These payments (“Additional Payments”) would be in addition to the payments by the BlackRock Fund and may be a fixed dollar amount, may be based on the number of customer accounts maintained by the service organization, or may be based on a percentage of the value of shares sold to, or held by, customers of the service organization.

SSR Fund. The SSR Fund has adopted plans of distribution pursuant to Rule 12b-1 under the 1940 Act (“SSR Distribution Plan”). Under the plans, the SSR Fund pays annual service and distribution fees to the distributor at a rate of up to 0.40% of average daily net assets for Class A, 1.00% of average daily net assets for Class B, Class B(1) and Class C shares. Currently, the annual service and distribution fees paid by Class B shares have been voluntarily waived to 0.25%. Upon completion of the Reorganization this waiver will no longer be in effect because the Class B shares will no longer be outstanding since they will be exchanged for Investor A shares of the BlackRock Fund. The distributor uses such payments for personal services and/or the maintenance of shareholder accounts, to reimburse securities dealers for distribution and marketing services, to furnish ongoing assistance to investors and to defray a portion of its distribution and marketing expenses. For Class A, Class B and Class C shares, the payments are intended to reimburse the distributor for expenditures incurred under the plan, and any unused payments are returnable to the fund. For Class B(1) shares, the payments compensate the distributor for services and expenditures incurred under the plan, and none of the payments are returnable to the fund.

Class S shares do not have service fees.

For more information on the SSR Distribution Plan or the BlackRock Fund Distribution Plan, including a complete list of services provided thereunder, see the Reorganization SAI.

Following the Reorganization, the combined fund will use the BlackRock Fund Distribution Plan, as described above.

Purchase, Valuation, Redemption and Exchange of Shares

Procedures for the purchase, exchange and redemption of shares of the SSR Fund and the BlackRock Fund are similar. You should refer to the BlackRock Fund’s Prospectus (a copy of which accompanies this Combined Prospectus/Proxy Statement) and Reorganization SAI and the SSR Fund’s Prospectus and Reorganization SAI for the specific procedures applicable to purchases, exchanges and redemptions of shares.

26

Purchasing Shares

BlackRock Fund. Shareholders of the BlackRock Fund may purchase shares of the BlackRock Fund through a financial intermediary or directly from the transfer agent by means of a purchase application which may be mailed to the transfer agent with a check.

Purchase orders received by the transfer agent before the close of regular trading on the New York Stock Exchange (the “NYSE”) on each day the NYSE is open will be priced based on the NAV calculated at the close of trading on that day plus any applicable sales charge. NAV is calculated separately for each class of shares of each fund as of the pricing time each day the NYSE is open.

The minimum investment for the initial purchase of Investor Shares is $500. There is a $50 minimum for all later investments. The BlackRock Fund permits a lower initial investment if you are an employee of the BlackRock Fund or one of its service providers or if you participate in the Automatic Investment Plan in which you make regular, periodic investments through a savings or checking account. Institutional Shares are available to registered investment advisors for a minimum investment of $250,000 and to institutions and individuals for a minimum investment of $2 million. Such minimum investment levels will not apply to holders of the Class S shares of the SSR Fund who will receive Institutional shares as part of the Reorganization.

SSR Fund. Shareholders of the SSR Fund may purchase shares of the SSR Fund through a financial intermediary, by wire, through electronic funds transfer, through an exchange or through the Investamatic Plan. Shares in Classes A, B(1) and C are available to individuals and Class S is available to employer sponsored retirement plans and financial professionals. Class B shares are available only to individuals through reinvestment of dividends and distributions or through exchange from existing Class B accounts.

The minimum initial investments relating the shares of SSR Fund are as follows: $1,000 for accounts that use the Investamatic program, $2,000 for Individual Retirement Accounts and $2,500 for all other accounts. Thereafter, minimum additional investments are $50 for any account.

The BlackRock Fund shares and the SSR Fund shares may be purchased in a similar manner, however, the minimum initial investment for the BlackRock Fund is lower, as discussed above. Following the Reorganization, shareholders may purchase shares of the combined fund using the same procedures currently applicable to the BlackRock Fund, as described above.

Exchanging Shares

BlackRock Fund. Shareholders may exchange Investor shares of the BlackRock Fund for shares of the same class of another BlackRock Fund. Shareholders may make an exchange by sending a written request to the BlackRock Fund or telephoning the BlackRock Fund once an account is set up unless a Shareholder previously indicated that it did not want this option.

Frequent redemption or exchanges can interfere with fund management and drive up costs for all shareholders. Accordingly, the BlackRock Fund shareholders are subject to certain fees in connection with redemptions and exchanges. The redemption/exchange fee is for the benefit of the remaining shareholders of a fund and is intended to encourage long-term investment, to compensate for transaction and other expenses caused by early redemptions and exchanges, and to facilitate portfolio management. However, the redemption/exchange fee will not be assessed on redemptions or exchanges by (i) accounts

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managed by PNC Advisors, (ii) certain 401(k) plans, bank or trust company accounts, asset allocation programs or wrap programs approved by the BlackRock Funds, (iii) accounts of certain financial institutions or intermediaries that are unable for administrative reasons to apply the redemption/exchange fee to underlying shareholders, (iv) accounts in the event of shareholder death or disability and (v) certain other accounts in the absolute discretion of the BlackRock Funds when a shareholder can demonstrate hardship.

SSR Fund. Shareholders have the right to exchange shares among other State Street Research funds. The SSR Fund does not impose redemption/exchange fees similar to those of the BlackRock Fund. However, the SSR Fund currently limits each account, or group of accounts under common ownership or control, to six exchanges per calendar year. The SSR Fund may change or eliminate the exchange privilege at any time, may limit or cancel any shareholder’s exchange privilege and may refuse to accept any exchange request, particularly those associated with “market timing” strategies.

Following the Reorganization, you will have the right to exchange Investor A, B, or C shares from one BlackRock fund to Investor A, B or C shares of another BlackRock fund to meet your changing financial needs. BlackRock Funds offers 47 different funds, enough to meet virtually any investment need.

Redeeming Shares

BlackRock Fund shareholders may place redemption orders by telephoning the BlackRock Fund or by a Systematic Withdrawal Plan. Shares are redeemed at the net asset value (“NAV”) per share next determined after receipt of the redemption order, minus any applicable redemption/exchange fee, as discussed above.

The BlackRock Fund and the SSR Fund have similar policies with respect to redemption procedures and the pricing of shares, however, the BlackRock Fund charges its shareholders a fee, subject to certain exceptions, as discussed under “Exchanging Shares” above. Following the Reorganization, shareholders may redeem their shares of the combined fund using the same procedures currently applicable to the BlackRock Fund, as described in the prospectuses.

Determining Net Asset Value

BlackRock Fund. NAV is calculated separately for each class of shares of the BlackRock Fund at the close of regular trading hours on the NYSE (currently 4:00 p.m. Eastern time) on each day the NYSE is open by dividing the value of all securities, cash and other assets owned the BlackRock Fund that are allocated to a particular class of shares, less the liabilities charged to that class, by the total number of outstanding shares of the class.

Valuation of securities is as follows: securities traded on a national securities exchange or on the NASDAQ National Market System are valued at the last reported sale price that day or the NASDAQ official closing price, if applicable; securities traded on a national securities exchange for which there were no sales on that day and securities traded on other over-the-counter markets for which market quotations are readily available are valued at the mean of the bid and asked prices; an option or futures contract is valued at the last sales price prior to 4:00 p.m. (Eastern time), as quoted on the principal exchange or board of trade on which such option or contract is traded, or in the absence of a sale, the mean between the last bid and asked prices prior to 4:00 p.m. (Eastern time); and securities for which market quotations are not readily available are valued at fair market value as determined in good faith by or under the direction of the BlackRock Trust’s Board of Trustees.

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SSR Fund. The SSR Fund calculates its NAV in a manner substantially similar to the BlackRock Fund.

Following the Reorganization, NAV will determined in a manner consistent with the BlackRock Fund’s procedures, as described above.

Other Service Providers

BlackRock Fund. PFPC, with its principal office at 301 Bellevue Parkway, Wilmington, Delaware 19809, and BlackRock Advisors, with its principal offices at 40 East 52nd Street, New York, New York 10022, serves as co-administrators to the BlackRock Fund. PFPC also serves as the transfer agent and dividend disbursing agent for the BlackRock Fund. PFPC Trust Company, whose principal offices are located at 8800 Tinicum Boulevard, Philadelphia, Pennsylvania 19153, serves as the BlackRock Fund’s custodian. PFPC and BlackRock are both affiliates of The PNC Financial Services Group, Inc. Deloitte & Touche LLP, with its offices at 1700 Market Street, 24^th Floor, Philadelphia, Pennsylvania 19103-3984, is the independent registered public accounting firm for the BlackRock Fund.

SSR Fund. State Street Bank and Trust Company, located at 225 Franklin Street, Boston, Massachusetts 02110, serves as the transfer agent and custodian for the SSR Fund. Deloitte & Touche LLP, with its offices at 200 Berkeley Street, Boston, Massachusetts 02116, is the independent registered public accounting firm for the SSR Fund.

COMPARATIVE INFORMATION ON SHAREHOLDER

RIGHTS AND OBLIGATIONS

While SSR Fund and BlackRock Fund are series of different entities and, thus, governed by different organizational documents, the Reorganization will not result in material differences in shareholder rights. The shares of the BlackRock Fund to be distributed to shareholders of the corresponding SSR Fund will generally have the same legal characteristics as the shares of the SSR Fund with respect to such matters as voting rights, accessibility, and transferability.

The SSR Fund and the BlackRock Fund are each separate series of two different companies organized as Massachusetts business trusts and governed by their separate Declarations of Trust. Under their Declarations of Trust, the BlackRock Fund and the SSR Fund are each authorized to issue an unlimited number of shares of beneficial interest with a par value of $0.001 per share. The Boards of the trusts of which the SSR Fund and BlackRock Fund are series may, without limitation, classify or reclassify any unissued shares of the SSR Fund or the BlackRock Fund into any number of additional classes of shares. The Boards of the two trusts may also, without limitation, classify or reclassify any unissued shares into one or more additional series, each with its own assets and liabilities. The BlackRock Fund offers five classes of shares (designated as Investor A, B, C, Service and Institutional shares). The SSR Fund offers five classes of shares (designated Class A, B, B(1), C, and S).

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

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

Unless (i) the Trustees have determined that a matter only affects the interests of one or more class or classes (in which case only shareholders of the affected class or classes are entitled to vote), (ii)

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required by applicable law, or (iii) permitted by the Board of Trustees, all shares entitled to vote on any matter submitted to a vote of any series or class of shareholders of the BlackRock Fund are voted in the aggregate and not by class. However, unless (i) voting for Trustees, (ii) otherwise required by the 1940 Act, or (iii) with respect to matters that do not affect the interests of such class, all shares of the SSR Fund and classes thereof will vote as a separate class.

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

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN RIGHTS OF SHAREHOLDERS UNDER THE CHARTER DOCUMENTS GOVERNING THE SSR FUND AND THE BLACKROCK FUND AND APPLICABLE STATE LAW, AND IS NOT A COMPLETE DESCRIPTION OF PROVISIONS CONTAINED IN THOSE SOURCES. SHAREHOLDERS SHOULD REFER TO THE PROVISIONS OF THOSE DOCUMENTS AND STATE LAW DIRECTLY FOR A MORE THOROUGH DESCRIPTION.

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FINANCIAL HIGHLIGHTS

The tables that follow present performance information about each share class of the BlackRock Fund. This information is intended to help you understand the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the BlackRock Fund (assuming reinvestment of all dividends and distributions.) The year end information has been audited by PricewaterhouseCoopers LLP, whose report, along with the BlackRock Fund’s financial statements, are included in the SAI or annual report, which is available upon request.

	Interim (Unaudited)		Year Ended September 30,
Investor A Shares (Per Share Data)	Oct. 1, 2003 – Mar. 31, 2004		2003		2002		2001		2000		1999
Net Asset Value, Beginning of Period ($)	12.71		11.10		13.25		20.13		19.72		18.33
Income from Investment Operations
Net Investment Income (loss) ($)	0.09		0.27		0.28		0.26		0.38		0.41
Net Gain (Loss) on Investments (Both realized/unrealized) ($)	1.41		1.62		(2.10	)	(4.03	)	1.11		2.18
Total from Investment Operations ($)	1.50		1.89		(1.82	)	(3.77	)	1.49		2.59
Less Distributions
Distributions from Net Investment Income ($)	(0.10	)	(0.28	)	(0.33	)	(0.30	)	(0.38	)	(0.41	)
Distributions from Net Realized Capital Gains ($)	0.00		0.00		0.00		(2.81	)	(0.70	)	(0.79	)
Total Distributions ($)	(0.10	)	(0.28	)	(0.33	)	(3.11	)	(1.08	)	(1.20	)
Net Asset Value, End of Period ($)	14.11		12.71		11.10		13.25		20.13		19.72
Total Return (1) (%)	11.86	(2)	17.22		(14.01	)	(21.26	)	7.59		14.40
Ratios/Supplemental Data
Net Assets, End of Period ($)	77,420		85,538		115,667		108,795		149,594		132,833
Ratio of Net Expenses to Average Net Assets (%)	1.30	(3)	1.39		1.42		1.34		1.30		1.25
Ratio of Net Expenses to Average Net Assets (excluding interest expense) (%)	1.30	(3)	1.33		1.34		1.34		1.29		1.25
Ratio of Total Expenses to Average Net Assets (excluding waivers) (%)	1.53	(3)	1.49		1.44		1.36		1.30		1.25
Ratio of Net Investment Income to Average Net Assets (%)	1.36	(3)	2.16		2.25		1.75		1.86		2.05
Ratio of Net Investment Income to Average Net Assets (excluding waivers) (%)	1.12	(3)	2.05		2.22		1.74		1.86		2.05
Portfolio Turnover Rate (%)	70		399		232		210		176		122

⁽¹⁾ Sales load not reflected in total return.

⁽²⁾ Redemption fee of 2.00% is reflected in total return calculations.

⁽³⁾ Annualized.

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	Interim (Unaudited)		Year Ended September 30,
Investor B Shares (Per Share Data)	Oct. 1, 2003 – Mar. 31, 2004		2003		2002		2001		2000		1999
Net Asset Value, Beginning of Period ($)	12.61		11.01		13.14		19.98		19.59		18.22
Income from Investment Operations
Net Investment Income (loss) ($)	0.05		0.18		0.20		0.15		0.22		0.24
Net Gain (Loss) on Investments (Both realized/unrealized) ($)	1.39		1.62		(2.10	)	(4.00	)	1.09		2.18
Total from Investment Operations ($)	1.44		1.80		(1.90	)	(3.85	)	1.31		2.42
Less Distributions
Distributions from Net Investment Income ($)	(0.06	)	(0.20	)	(0.23	)	(0.18	)	(0.22	)	(0.26	)
Distributions from Net Realized Capital Gains ($)	0.00		0.00		0.00		(2.81	)	(0.70	)	(0.79	)
Total Distributions ($)	(0.06	)	(0.20	)	(0.23	)	(2.99	)	(0.92	)	(1.05	)
Net Asset Value, End of Period ($)	13.99		12.61		11.01		13.14		19.98		19.59
Total Return(1) (%)	11.40	(2)	16.42		(14.67	)	(21.84	)	6.72		13.46
Ratios/Supplemental Data
Net Assets, End of Period ($)	43,538		40,432		40,717		67,732		102,530		96,253
Ratio of Net Expenses to Average Net Assets (%)	2.04	(3)	2.13		2.16		2.08		2.07		2.07
Ratio of Net Expenses to Average Net Assets (excluding interest expense) (%)	2.04	(3)	2.08		2.08		2.09		2.07		2.07
Ratio of Total Expenses to Average Net Assets (excluding waivers) (%)	2.18	(3)	2.23		2.19		2.10		2.07		2.07
Ratio of Net Investment Income to Average Net Assets (%)	0.61	(3)	1.40		1.48		1.01		1.09		1.23
Ratio of Net Investment Income to Average Net Assets (excluding waivers) (%)	0.47	(3)	1.29		1.45		1.00		1.09		1.23
Portfolio Turnover Rate (%)	70		399		232		210		176		122

⁽¹⁾ Contingent deferred sales load not reflected in total return.

⁽²⁾ Redemption fee of 2.00% is reflected in total return calculations.

⁽³⁾ Annualized.

	Interim (Unaudited)		Year Ended September 30,
Investor C Shares (Per Share Data)	Oct. 1, 2003 – Mar. 31, 2004		2003		2002		2001		2000		1999
Net Asset Value, Beginning of Period ($)	12.61		11.01		13.14		19.98		19.59		18.22
Income from Investment Operations
Net Investment Income (loss) ($)	0.05		0.18		0.21		0.13		0.22		0.23
Net Gain (Loss) on Investments (Both realized/unrealized) ($)	1.39		1.62		(2.11	)	(3.98	)	1.09		2.19
Total from Investment Operations ($)	1.44		1.80		(1.90	)	(3.85	)	1.31		2.42
Less Distributions
Distributions from Net Investment Income ($)	(0.06	)	(0.20	)	(0.23	)	(0.18	)	(0.22	)	(0.26	)
Distributions from Net Realized Capital Gains ($)	0.00		0.00		0.00		(2.81	)	(0.70	)	(0.79	)
Total Distributions ($)	(0.06	)	(0.20	)	(0.23	)	(2.99	)	(0.92	)	(1.05	)
Net Asset Value, End of Period ($)	13.99		12.61		11.01		13.14		19.98		19.59
Total Return(1) (%)	11.40	(2)	16.42		(14.67	)	(21.84	)	6.73		13.46
Ratios/Supplemental Data
Net Assets, End of Period ($)	5,126		4,669		4,911		9,425		11,967		10,095
Ratio of Net Expenses to Average Net Assets (%)	2.04	(3)	2.13		2.16		2.09		2.07		2.07
Ratio of Net Expenses to Average Net Assets (excluding interest expense) (%)	2.04	(3)	2.08		2.08		2.09		2.06		2.07
Ratio of Total Expenses to Average Net Assets (excluding waivers) (%)	2.18	(3)	2.23		2.19		2.11		2.07		2.07
Ratio of Net Investment Income to Average Net Assets (%)	0.61	(3)	1.39		1.47		0.97		1.09		1.23
Ratio of Net Investment Income to Average Net Assets (excluding waivers) (%)	0.47	(3)	1.29		1.44		0.96		1.09		1.23
Portfolio Turnover Rate (%)	70		399		232		210		176		122

⁽¹⁾ Contingent deferred sales load not reflected in total return.

⁽²⁾ Redemption fee of 2.00% is reflected in total return calculations.

⁽³⁾ Annualized.

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	Interim (Unaudited)		Year Ended September 30,
Institutional Shares (Per Share Data)	Oct. 1, 2003 – Mar. 31, 2004		2003		2002		2001		2000		1999
Net Asset Value, Beginning of Period ($)	12.73		11.12		13.28		20.16		19.75		18.35
Income from Investment Operations
Net Investment Income (loss) ($)	0.13		0.35		0.58		0.35		0.48		0.49
Net Gain (Loss) on Investments (Both realized/unrealized) ($)	1.41		1.60		(2.35	)	(4.05	)	1.10		2.18
Total from Investment Operations ($)	1.54		1.95		(1.77	)	(3.70	)	1.58		2.67
Less Distributions
Distributions from Net Investment Income ($)	(0.14	)	(0.34	)	(0.39	)	(0.37	)	(0.47	)	(0.48	)
Distributions from Net Realized Capital Gains ($)	0.00		0.00		0.00		(2.81	)	(0.70	)	(0.79	)
Total Distributions ($)	(0.14	)	(0.34	)	(0.39	)	(3.18	)	(1.17	)	(1.27	)
Net Asset Value, End of Period ($)	14.13		12.73		11.12		13.28		20.16		19.75
Total Return (%)	12.09	(1)	17.75		(13.62	)	(20.83	)	8.05		14.81
Ratios/Supplemental Data
Net Assets, End of Period ($)	11,894		12,262		24,055		205,085		385,793		414,057
Ratio of Net Expenses to Average Net Assets (%)	0.86	(2)	0.92		0.92		0.86		0.85		0.86
Ratio of Net Expenses to Average Net Assets (excluding interest expense) (%)	0.86	(2)	0.86		0.86		0.86		0.85		0.86
Ratio of Total Expenses to Average Net Assets (excluding waivers) (%)	1.00	(2)	1.02		0.93		0.88		0.85		0.86
Ratio of Net Investment Income to Average Net Assets (%)	1.80	(2)	2.67		2.36		2.04		2.30		2.44
Ratio of Net Investment Income to Average Net Assets (excluding waivers) (%)	1.66	(2)	2.57		2.34		2.03		2.30		2.44
Portfolio Turnover Rate (%)	70		399		232		210		176		122

⁽¹⁾ Redemption fee of 2.00% is reflected in total return calculations.

⁽²⁾ Annualized.

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INFORMATION ABOUT THE REORGANIZATION

General

Under the Reorganization Agreement, the SSR Fund will transfer all of its assets and certain stated liabilities to the BlackRock Fund in exchange for Investor A, B, C and Institutional shares of the BlackRock Fund. For more details about the Reorganization Agreement, see Appendix C “Form of Agreement and Plan of Reorganization.” The shares of the BlackRock Fund issued to the SSR Fund will have an aggregate value equal to the aggregate value of the SSR Fund shares immediately prior to the Reorganization. Upon receipt by the SSR Fund of the shares of the BlackRock Fund, the SSR Fund will distribute the shares to SSR Fund shareholders. Then, as soon as practicable after the Closing Date (as defined in Appendix C), the SSR Fund will be dissolved under applicable state law.

Such distribution will be accomplished by opening new accounts on the books of the BlackRock Fund in the names of the SSR Fund shareholders and transferring to those shareholder accounts the shares of the BlackRock Fund previously credited on those books to the accounts of the SSR Fund shareholders. Each newly-opened account on the books of the BlackRock Fund for the previous SSR Fund shareholders will represent the respective pro rata number of shares of the same or similar class of the BlackRock Fund, except that holders of the Class B shares will receive the BlackRock Fund Investor A shares.

Accordingly, as a result of the Reorganization, each SSR Fund shareholder will own the same or similar class of shares of the BlackRock Fund, except that holders of the Class B shares will receive the BlackRock Fund Investor A shares, having an aggregate value immediately after the Closing Date equal to the aggregate value of that shareholder’s SSR Fund shares immediately prior to the Closing Date. The Reorganization will not result in dilution of either Fund’s shares. However, as a result of the Reorganization, a shareholder of either of the SSR Fund or the BlackRock Fund will hold a reduced percentage of ownership in the larger combined fund than the shareholder did in either of the separate Funds.

No sales charge or fee of any kind will be assessed to the SSR Fund shareholders in connection with their receipt of shares of the BlackRock Fund in the Reorganization.

Terms of the Agreement

Pursuant to the Reorganization Agreement, the BlackRock Fund will acquire all of the assets and certain stated liabilities of the SSR Fund on the Closing Date in consideration for shares of the BlackRock Fund.

On the Closing Date, the SSR Fund will transfer to the BlackRock Fund all of its assets in exchange solely for Investor A, B, C and Institutional shares of the BlackRock Fund that are equal in value to the value of the net assets of the SSR Fund transferred to the BlackRock Fund as of the Closing Date, as determined in accordance with BlackRock Fund’s valuation procedures or such other valuation procedures as shall be mutually agreed upon by the parties, and the assumption by the BlackRock Fund of all of the liabilities of the SSR Fund provided for in an agreed upon schedule prior to the Closing Date. In order to minimize any potential for undesirable federal income and excise tax consequences in connection with the Reorganization, the SSR Fund will distribute on or before the Closing Date all or substantially all of its undistributed net investment income (including net capital gains) as of such date.

The SSR Fund expects to distribute the shares of the BlackRock Fund to the shareholders of the SSR Fund promptly after the Closing Date and then dissolve pursuant to a plan of dissolution adopted by the Board and terminate its registration under the 1940 Act.

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The trusts of which the BlackRock Fund and the SSR Fund are series have made certain standard representations and warranties to each other regarding capitalization, status and conduct of business.

Unless waived in accordance with the Agreement, the obligations of the parties to the Agreement are conditioned upon, among other things:

• the approval of the Reorganization by the SSR Fund’s shareholders;

• the completion of the acquisition of SSRM’s parent company by BlackRock;

• the absence of any rule, regulation, order, injunction or proceeding preventing or seeking to prevent the consummation of the transactions contemplated by the Agreement;

• the receipt of all necessary approvals, consents, registrations and exemptions under federal, state and local laws;

• the truth in all material respects as of the Closing Date of the representations and warranties of the parties and performance and compliance in all material respects with the parties’ agreements, obligations and covenants required by the Agreement;

• the effectiveness under applicable law of the registration statement of the BlackRock Fund of which this Combined Prospectus/Proxy Statement forms a part and the absence of any stop orders under the Securities Act of 1933, pertaining thereto;

• the declaration of a dividend by SSR Fund to distribute all or substantially all its undistributed net investment income and net capital gains; and

• the receipt of opinions of counsel relating to, among other things, the tax free nature of the Reorganization.

The Agreement may be terminated or amended by the mutual consent of the parties either before or after approval thereof by the shareholders of the SSR Fund.

The SSR Trust Board recommends that you vote to approve the Reorganization, as it believes the Reorganization is in the best interests of the SSR Fund’s shareholders (as described more fully in “The Proposed Reorganization—Reasons for the Proposed Reorganization”) and that the interests of the SSR Fund’s existing shareholders will not be diluted as a result of consummation of the proposed Reorganization.

Reasons for the Reorganization

The factors considered by the SSR Board of Trustees with regard to the Reorganization include, but are not limited to, the following:

• The investment objectives and policies of the SSR Fund and the BlackRock Fund are similar. (See “Comparison of the SSR Fund and the BlackRock Fund — Investment Objectives and Principal Investment Strategies.”)

Through the Reorganization, shareholders will be invested in a fund with substantially similar objectives and strategies. As a result, the style and risk/return profile of the surviving fund will remain comparable to that of the shareholders’ current investment.

• There will be no gain or loss for shareholders’ federal income tax purposes, as the Reorganization is expected to be a tax-free transaction.

The Reorganization provides for a tax-free exchange of shares resulting in the assets and certain stated liabilities of the SSR Fund being assumed by the reorganized BlackRock Fund. Shareholders will receive BlackRock Fund shares equivalent to the value of their SSR Fund shares, and will pay no federal income tax on the transaction.

• BlackRock has committed to maintain, until February 1, 2007, net operating expenses for the combined fund that are no greater than those paid by the SSR Fund for the year ended March 31, 2004, subject to the limited exceptions for Class B Shares described above under “Current and Pro Forma Operating Expenses.”

In most cases, the surviving BlackRock fund has a lower expense ratio than the current SSR Fund. When this is not the case, BlackRock has agreed to subsidize expenses in order for expense ratios to remain in line with the current SSR Fund. This subsidy will continue for 2 years, after which expense ratios will be consistent with the BlackRock Fund pricing – which is set consistent with industry norms and competitive considerations.

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• The combined BlackRock and SSRM organization will have significantly more investment professionals and related resources than either organization possesses individually.

The combination of the BlackRock and SSRM organizations will enhance the combined organization’s market position and influence in the industry. The resulting organization will manage diverse products across multiple asset classes and styles, allowing shareholders access to a wider segment of the market than either organization currently possesses on its own.

• As described above under “Comparison of the SSR Fund and the BlackRock Fund – Investment Objectives and Principal Investment Strategies” and “Management of the Funds,” the team that manages the SSR Fund, which uses an “asset allocation” investment strategy, will merge with a team of BlackRock investment professionals, and the combined team will continue to use the SSR Fund’s “asset allocation” investment strategy. In determining that this combination of investment teams is in the best interests of SSR Fund shareholders, the Board carefully considered the composition of the combined team, its retention of the “asset allocation” investment approach, and broad information about performance, including in particular the performance record of the SSR Fund team since it assumed responsibility for portfolio management of the SSR Fund. (See “Management of the Funds”).

• Shareholders will have substantially the same services available, including, for at least one year, the current call center, and will have access to a larger fund family with a broader array of options.

Shareholders will have access to the customer service that they currently have access to through the State Street Research call center, which will be maintained for at least one year. Specific service features – such as minimum investments, exchange rules, and automated investing plans – will remain consistent or become more favorable. The combined firm will offer an expanded product offering: currently, SSRM manages 14 open-end mutual funds with over $9 billion in assets, while BlackRock Advisors manage $17 billion across 42 open-end mutual funds. This broader product offering offers shareholders greater opportunity to diversify assets by exercising the exchange privilege between funds in the family.

• The costs associated with combination of the two fund families, including the Reorganization, will be absorbed by BlackRock and SSRM and not borne by shareholders.

Shareholders will not bear any costs associated with the Reorganization, including proxy solicitation expenses and sales charges. Proxy solicitation expenses include legal fees, printing, packaging and postage – all of which will be covered by the State Street Research and BlackRock organizations. Shareholders will not have to pay any sales charge on the BlackRock fund shares they receive in the reorganization, nor will they be charged any contingent deferred sales charge (“CDSC”) on the exchange of their SSR Fund shares. For purposes of determining the application of any CDSC, the holding period for their SSR Fund shares will carry over to the BlackRock Fund shares they receive in the Reorganization.

• BlackRock has a strong commitment to, and record, of compliance.

Shareholders will benefit from BlackRock’s strong compliance culture, which includes: a company-wide compliance education program; dedicated legal and compliance personnel for areas throughout the organization; frequent communication to fund boards; committed outside firms to handle fund and regulatory counsel as well as counsel to independent trustees. In addition, BlackRock has advised the Board that it has no significant regulatory matters pending.

For these and other reasons, the SSR Trust Board unanimously concluded that, based upon the factors and determinations summarized above, consummation of the Reorganization is in the best interest of the SSR Fund and its shareholders. The approval determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight to various factors and assigned different degrees of materiality to various conclusions.

If the Reorganization does not occur, the Board will be required to consider other alternatives, such as seeking another investment adviser and administrator. If no such suitable alternatives can be found, the Board may be required to liquidate the Fund. Any such liquidation will not be tax-free for shareholders.

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Material U.S. Federal Income Tax Consequences of the Reorganization

The following is a general summary of the material anticipated U.S. federal income tax consequences of the Reorganization. The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, court decisions, published positions of the IRS and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion is limited to U.S. persons who hold shares of the SSR Fund as capital assets for U.S. federal income tax purposes. This summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under federal income tax laws. No ruling has been or will be obtained from the IRS regarding any matter relating to the Reorganization. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. Shareholders must consult their own tax advisers as to the U.S. federal income tax consequences of the Reorganization, as well as the effects of state, local and non-U.S. tax laws.

It is a condition to closing the Reorganization that each of the SSR Fund and the BlackRock Fund receives an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the BlackRock Fund, dated as of the Closing Date, that the Reorganization will be a “reorganization” within the meaning of Section 368(a) of the Code and that the BlackRock Fund and the SSR Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code. As such a reorganization, the federal income tax consequences of the Reorganization can be summarized as follows:

• No gain or loss will be recognized by the SSR Fund or the BlackRock Fund upon the transfer of all of the assets of the SSR Fund to the BlackRock Fund solely in exchange for the shares of the BlackRock Fund and the assumption by the BlackRock Fund of the liabilities of the SSR Fund, or upon the distribution of the shares of the BlackRock Fund by the SSR Fund to its shareholders in the subsequent liquidation of the SSR Fund.

• No gain or loss will be recognized by a shareholder of the SSR Fund who exchanges all of his, her or its shares of the SSR Fund solely for the shares of the BlackRock Fund pursuant to the Reorganization.

• The aggregate tax basis of the shares of the BlackRock Fund received by a shareholder of the SSR Fund pursuant to the Reorganization will be the same as the aggregate tax basis of the shares of the SSR Fund surrendered in exchange therefor.

• The holding period of the shares of the BlackRock Fund received by a shareholder of the SSR Fund pursuant to the Reorganization will include the holding period of the shares of the SSR Fund surrendered in exchange therefor.

• The BlackRock Fund’s tax basis in the SSR Fund’s assets received by the BlackRock Fund pursuant to the Reorganization will, in each instance, equal the tax basis of such assets in the hands of the SSR Fund immediately prior to the Reorganization, and the BlackRock Fund’s holding period of such assets will, in each instance, include the period during which the assets were held by the SSR Fund.

• The holding period of the assets of the SSR Fund in the hands of the BlackRock Fund will include the period during which those assets were held by the SSR Fund.

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The opinion of Skadden, Arps, Slate, Meagher & Flom LLP will be based on U.S. federal income tax law in effect on the Closing Date. In rendering its opinion, Skadden, Arps, Slate, Meagher & Flom LLP will also rely upon certain representations of the management of the BlackRock Fund and the SSR Fund and assume, among other things, that the Reorganization will be consummated in accordance with the operative documents. An opinion of counsel is not binding on the IRS or any court.

The BlackRock Fund intends to continue to be taxed under the rules applicable to regulated investment companies as defined in Section 851 of the Code, which are the same rules currently applicable to the SSR Fund and its shareholders.

Prior to the Closing Date, the SSR Fund will declare a distribution to its shareholders, which together with all previous distributions, will have the effect of distributing to its shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the Closing Date.

A portion of the portfolio assets of the SSR Fund may be sold in connection with the Reorganization. The tax impact of such sales will depend on the difference between the price at which such portfolio assets are sold and the SSR Fund’s basis in such assets. Any capital gains recognized in these sales on a net basis will be distributed to the SSR Fund’s shareholders as capital-gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale, and such distributions will be taxable to shareholders.

The BlackRock Fund has capital loss carryforwards that, in the absence of the Reorganization, would generally be available to offset its capital gains. As a result of the Reorganization, however, the BlackRock Fund will undergo an “ownership change” for tax purposes (because the BlackRock Fund is significantly smaller than the SSR Fund), and accordingly, the BlackRock Fund’s use of its own capital loss carryforwards (and certain “built-in-losses”) will be limited by the operation of the tax loss limitation rules of the Code. The Code generally limits the amount of pre-ownership change losses that may be used to offset post-ownership change gains to a specific annual amount (generally the product of the net asset value of the BlackRock Fund immediately prior to the ownership change and a rate established by the IRS (        % for             , 2005)). Subject to certain limitations, any unused portion of these losses may be available in subsequent years, subject to the overall eight-year capital loss carryforward limit, as measured from the date of recognition. In addition, for five years beginning after the Closing Date of the Reorganization, the combined fund will not be allowed to offset certain pre-Reorganization built-in gains attributable to one Fund with capital loss carryforwards (and certain “built-in losses”) attributable to the other Fund.

As noted above, shareholders of the SSR Fund may redeem their shares or exchange their shares for shares of certain other funds distributed by the distributor at any time prior to the closing of the Reorganization. See “Purchase, Valuation, Redemption and Exchange of Shares” above. Redemptions and exchanges of shares generally are taxable transactions, unless your account is not subject to taxation, such as an individual retirement account or other tax-qualified retirement plan. Shareholders should consult with their own tax advisers regarding potential transactions.

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Expenses of the Reorganization

BlackRock, BlackRock Advisors’ parent company, and SSRM Holdings, Inc., SSRM’s parent company, will equally share in the expenses incurred in connection with the Reorganization and preparation of this Combined Prospectus/Proxy Statement, including all direct and indirect expenses and out-of-pocket costs.

Expenses incurred in connection with the Reorganization include, but are not limited to: all costs related to the preparation and distribution of materials distributed to each Fund’s Board including legal and accounting costs; all expenses incurred in connection with the preparation of the Reorganization Agreement and a registration statement on Form N-14; SEC and state securities commission filing fees and legal and audit fees in connection with the Reorganization; the costs of printing and distributing this Combined Prospectus/Proxy Statement; auditing fees associated with each Fund’s financial statements; portfolio transfer taxes (if any); and any similar expenses incurred in connection with the Reorganization. Neither the Funds nor SSRM or BlackRock Advisors will pay any expenses of shareholders arising out of or in connection with the Reorganization.

All other expenses of each of the parties shall be paid by the applicable party.

Continuation of Shareholder Accounts and Plans; Share Certificates

If the Reorganization is approved, the BlackRock Fund will establish an account for each SSR Fund shareholder containing the appropriate number of shares of the BlackRock Fund. Shareholders of the SSR Fund who are accumulating SSR Fund shares under the dividend reinvestment plan, who are receiving payment under the systematic withdrawal plan, or who benefit from special sales programs with respect to SSR Fund shares, will retain the same rights and privileges after the Reorganization in connection with the shares of the BlackRock Fund received in the Reorganization through similar plans maintained by the BlackRock Fund.

It will not be necessary for shareholders of the SSR Fund to whom certificates have been issued to surrender their certificates. Upon dissolution of the SSR Fund, such certificates will become null and void. Generally, no certificates for the BlackRock Fund will be issued.

Legal Matters

Certain legal matters concerning the federal income tax consequences of the Reorganization and issuance of shares of the BlackRock Fund will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP, which serves as special counsel to the BlackRock Fund.

Shareholder Approval

Approval by the SSR Fund of the proposed Reorganization will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of the SSR Fund present or represented by proxy at the Special Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such Fund, voting together as a single class. The holders of a majority of the shares of the SSR Fund entitled to vote shall be a quorum for the Special Meeting. If the shareholders fail to approve the proposed Reorganization, the Reorganization will not occur.

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OTHER INFORMATION

Shareholder Information

At the close of business on [            ], 2004, the Record Date with respect to the Special Meeting, there were [            ] shares of the SSR Fund outstanding. As of the Record Date, the Trustees and officers of the SSR Fund as a group owned less than 1% of the shares of the SSR Fund. As of the Record Date, no person was known by the SSR Fund to own beneficially or of record as much as 5% of the shares of the SSR Fund except as follows:

[                    ]

As of the Record Date, the BlackRock Fund had outstanding [            ] shares. As of the Record Date, the trustees and officers of the BlackRock Fund as a group owned less than 1% of the outstanding shares of the BlackRock Fund. As of the Record Date, no person was known by the BlackRock Fund to own beneficially or of record as much as 5% of the shares of the BlackRock Fund except as follows:

[                    ]

Shareholder Proposals

The Funds do not hold regular annual meetings of shareholders. As a general matter, the BlackRock Fund does not intend to hold future regular annual or special meetings of its shareholders unless required by the 1940 Act. In the event the Reorganization is not completed, the SSR Fund does not intend to hold future regular annual or special meetings of its shareholders unless required by the 1940 Act. Any shareholder who wishes to submit proposals for consideration at a meeting of shareholders of the SSR Fund or the BlackRock Fund should send such proposal to the respective Fund at [            ]. To be considered for presentation at a shareholders’ meeting, rules promulgated by the SEC require that, among other things, a shareholder’s proposal must be received at the offices of the Fund a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.

Solicitation of Proxies

Solicitation of proxies is being made primarily by the mailing of this Notice and Combined Prospectus/Proxy Statement with its enclosures on or about [            ], 2004. SSR Fund shareholders whose shares are held by nominees such as brokers can vote their proxies by contacting their respective nominee. In addition to the solicitation of proxies by mail, employees of [            ] and its affiliate as well as dealers or their representatives may, without additional compensation, solicit proxies in person or by mail, telephone, facsimile or oral communication. The SSR Fund has retained [            ], a professional proxy solicitation firm, to assist with any necessary solicitation of proxies. SSR Fund shareholders may receive a telephone call from a professional proxy solicitation firm asking them to vote. The proxy solicitation expenses for the proposed Reorganization are estimated to be approximately $[            ], all of which will be borne by BlackRock and SSRM.

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VOTING INFORMATION AND REQUIREMENTS

Approval by the SSR Fund of the proposed Reorganization will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of the SSR Fund present or represented by proxy at the Special Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Special Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such Fund, voting together as a single class. The holders of a majority of the shares of the SSR Fund entitled to vote shall be a quorum for the Special Meeting. If the shareholders fail to approve the proposed Reorganization, the Reorganization will not occur. The SSR Trust Board has fixed the close of business on [            ], 2004 as the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting. SSR Fund shareholders on the Record Date are entitled to one vote for each share held, with no shares having cumulative voting rights.

SSR Fund shareholders may vote by appearing in person at the Special Meeting, by returning the enclosed proxy card or by casting their vote via telephone or the internet using the instructions provided on the enclosed proxy card. Any person giving a proxy may revoke it at any time prior to its exercise by executing a superseding proxy, by giving written notice of the revocation to the secretary of the SSR Fund or by voting in person at the Special Meeting.

All properly executed proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, proxies will be voted “FOR” the approval of the proposed Reorganization. Abstentions and broker non-votes (i.e., where a nominee such as a broker holding shares for beneficial owners votes on certain matters pursuant to discretionary authority or instructions from beneficial owners, but with respect to one or more proposals does not receive instructions from beneficial owners or does not exercise discretionary authority) may in certain circumstances have the same effect as votes “AGAINST” the Reorganization since approval of the proposal could in some circumstances require the affirmative vote of a majority of the total shares outstanding. A majority of the outstanding shares entitled to vote on a proposal must be present in person or by proxy to have a quorum to conduct business at the Special Meeting.

Shareholders who execute proxies may revoke them at any time before they are voted by filing with the SSR Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting in person. The giving of a proxy will not affect your right to vote in person if you attend the Special Meeting and wish to do so.

The SSR Trust Board knows of no business other than that described in the Notice which will be presented for consideration at the Special Meeting. If any other matters are properly presented, it is the intention of the persons named on the enclosed proxy card to vote their proxies in accordance with their best judgment.

In the event that a quorum is present at the Special Meeting but sufficient votes to approve the proposed Reorganization are not received, proxies (including abstentions and broker non-votes) not directing otherwise will be voted in favor of one or more adjournments of the Special Meeting to permit further solicitation of proxies on the proposed Reorganization, provided that the SSR Trust Board determines that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including the nature of the particular proposals, the percentage of votes then cast, the percentage of negative votes cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation. Any such adjournment will require the affirmative vote of the holders of a majority of the outstanding shares voted at the session of the Special Meeting to be adjourned.

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If you cannot be present in person at the meeting, you are requested to fill in, sign and return the enclosed proxy card promptly. No postage is necessary if mailed in the United States.

[            ], 2004

[BLACKROCK LOGO]

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APPENDIX A

FUNDAMENTAL RESTRICTIONS

BlackRock Balanced Portfolio

SSR Asset Allocation Fund

The BlackRock Fund adopts an investment policy in which no more than 25% of Fund assets are invested in any one industry, with an exception for U.S. government issued or guaranteed instruments. The BlackRock Fund prohibits the purchase of securities of any one issuer if the purchase would (i) cause more than 5% of BlackRock Fund assets to be invested in that issuer, or (ii) result in more than 10% of the issuer’s voting securities to be owned by the Fund (except that up to 25% of the Fund’s total assets may be invested without regard to these limitations). The BlackRock Fund prohibits the lending or borrowing of money (although the BlackRock Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes up to 33 1/3% of the value of its total assets), the issuing of senior securities, the purchase or sale of real estate, and the purchase of securities while aggregate borrowings outstanding (including reverse repurchase agreements and borrowings from banks) exceed 5% of total BlackRock Fund assets. The BlackRock Fund may not act as an underwriter of other issuers and cannot acquire any other investment company or investment company security except in connection with a merger, consolidation, reorganization or acquisition of assets, or where otherwise permitted by the 1940 Act. Additionally, the BlackRock Fund may not write or sell put options, call options, straddles, spreads, or any combination thereof (except for transactions in options on securities and securities indices, futures contracts and options on futures contracts). The BlackRock Fund also cannot make loans, purchase securities of companies for the purpose of exercising control, purchase securities on margin, make short sales of securities or maintain a short position (except “against the box”), purchase or sell commodities (except as permitted above) or commodity contracts, or invest in oil, gas or mineral exploration or development programs.

The SSR Fund is a diversified investment company, as defined in Section 5(b)(1) of the 1940 Act. It is the SSR Fund’s policy to prohibit the purchase of securities of any one issuer that, if purchased, would cause more than 5% of 75% of assets to be invested in such issuer, or cause 10% of the voting securities to be held by the SSR Fund. The SSR Fund adopts an investment policy in which no more than 25% of SSR Fund assets are invested in any one industry. Further, the SSR Fund limits investments in commodities or physical commodity contracts to 10% of the SSR Fund’s total assets. The SSR Fund also limits its participation in the marketing or underwriting of other issuers and its ability to borrow money. Further, it is the SSR Fund’s policy not to issue senior securities, to purchase or sell real estate in fee simple or real estate mortgage loans, to lend money or to conduct arbitrage transactions or invest directly as a joint venturer or general partner in oil, gas or other mineral exploration or development programs.

APPENDIX B

The following officers and trustees of the BlackRock Fund are also officers, directors or shareholders of BlackRock Advisors:

Name	Position Held with the BlackRock Fund	Position Held with BlackRock Advisors	Ownership interest in BlackRock Advisors, BlackRock, Inc. and/or PNC Bank (as of [    ])
Laurence D. Fink	President, Trustee	Chief Executive Officer
Paul Audet	Treasurer	Member of Board of Directors
Anne Ackerley	Vice President	Managing Director
Ellen L. Corson	Assistant Treasurer	N/A
Brian P. Kindelan	Secretary	Director
Vincent Tritto	Assistant Secretary	N/A
Bart Battista	Chief Compliance Officer and Anti-Money Laundering Compliance Officer	Managing Director

The directors and principal executive officers of BlackRock Advisors, and their addresses and principal occupations are:

Name and Address	Principal Occupation
Laurence D. Fink, Chief Executive Officer 40 East 52nd Street New York, NY 10022	BlackRock, Inc., Chairman and Chief Executive Officer
Ralph L. Schlosstein, Director and President 40 East 52nd Street New York, NY 10022	BlackRock, Inc., President and Director
Robert S. Kapito, Director and Vice Chairman 40 East 52nd Street New York, NY 10022	BlackRock, Inc., Vice Chairman and Chief Investment Officer
Paul L. Audet, Director 40 East 52nd Street New York, NY 10022	BlackRock, Inc., Chief Financial Officer and Managing Director
Robert P. Connolly, Managing Director, General Counsel and Secretary 40 East 52nd Street New York, NY 10022	BlackRock, Inc., Managing Director, General Counsel and Secretary
Laurence J. Carolan, Director and Managing Director 100 Bellevue Parkway Wilmington, DE 19809	BlackRock, Inc., Managing Director

Kevin M. Klingert, Director and Managing Director 40 East 52nd Street New York, NY 10022	BlackRock, Inc., Managing Director
John P. Moran, Director and Managing Director 100 Bellevue Parkway Wilmington, DE 19809	BlackRock, Inc., Managing Director
Thomas H. Nevin, Director and Managing Director 100 Bellevue Parkway Wilmington, DE 19809	BlackRock, Inc., Managing Director
Mark Steinberg, Director and Managing Director 100 Bellevue Parkway Wilmington, DE 19809	BlackRock, Inc., Managing Director

If the shareholders of the SSR Fund approve the Reorganization, they will immediately become subject to the Advisory Agreement with BlackRock Advisors.

SSRM was paid an aggregate fee of $4,250,653 for investment advisory services for the fiscal year ended March 31, 2004, from the SSR Fund. The SSRM would have earned $3,143,370 during the year ended March 31, 2004, if the BlackRock Fund’s advisory fee rate had applied. Such amounts do not reflect any fee waivers. This accounted for a -26% difference between fee rates.

APPENDIX C

Form of Agreement and Plan of Reorganization

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this [            ] day of [            ], 2004, by and among BlackRock Funds^SM, a registered investment company and a Massachusetts business trust (the “Acquiring Trust”), with respect to BlackRock Balanced Portfolio, a separate series of the Acquiring Trust (the “BlackRock Fund”), and State Street Research Income Trust, a registered investment company and a Massachusetts business trust (the “Selling Trust”), with respect to State Street Research Asset Allocation Fund, a separate series of the Selling Trust (the “SSR Fund”).

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all of the assets of the SSR Fund in exchange for Investor A, B, C and Institutional shares of the BlackRock Fund (“BlackRock Fund Shares”); (ii) the assumption by the Acquiring Trust, on behalf of the BlackRock Fund, of the Stated Liabilities (as defined in paragraph 1.3) of the SSR Fund; and (iii) the distribution, after the Closing Date (as defined in paragraph 3.1), of the BlackRock Fund Shares to the shareholders of the SSR Fund and the termination, dissolution and complete liquidation of the SSR Fund, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

WHEREAS, the BlackRock Fund is a separate series of the Acquiring Trust, and the SSR Fund is a separate series of the Selling Trust; the Acquiring Trust and the Selling Trust are open-end, registered management investment companies within the meaning of the Investment Company Act of 1940 (the “1940 Act”), and the SSR Fund owns securities that generally are assets of the character in which the BlackRock Fund is permitted to invest;

WHEREAS, each of the BlackRock Fund and the SSR Fund is properly treated as a “regulated investment company” under Subchapter M of the Code;

WHEREAS, the BlackRock Fund is authorized to issue its shares of beneficial interest;

WHEREAS, the Board of Trustees of the Acquiring Trust has determined that the Reorganization is in the best interests of the BlackRock Fund and that the interests of the existing shareholders of the BlackRock Fund will not be diluted as a result of the Reorganization;

WHEREAS, the Board of Trustees of the Selling Trust has determined that the Reorganization is in the best interests of the SSR Fund and that the interests of the existing shareholders of the SSR Fund will not be diluted as a result of the Reorganization;

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

ARTICLE I

TRANSFER OF ASSETS OF THE SSR FUND IN EXCHANGE FOR BLACKROCK

FUND SHARES AND THE ASSUMPTION OF SSR FUND STATED LIABILITIES

AND LIQUIDATION OF THE SSR FUND

1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the SSR Fund agrees to convey, transfer and deliver the assets of the SSR Fund described in paragraph 1.2 to the BlackRock Fund free and clear of all liens, encumbrances and claims whatsoever. In exchange, the BlackRock Fund agrees: (a) to deliver to the SSR Fund the number of full and fractional shares of each corresponding class of BlackRock Fund, determined by dividing: (i) the aggregate value of the SSR Fund’s assets, net of the liabilities of the SSR Fund, attributable to each share class of the SSR Fund (as set forth below), computed in the manner and as of the time and date set forth in paragraph 2.1, by (ii) the net asset value of one BlackRock Fund Share of the corresponding class (as set forth below) computed in the manner and as of the time and date set forth in paragraph 2.2; and (b) to assume the Stated Liabilities of the SSR Fund described in paragraph 1.3. Such transactions shall take place at the closing (the “Closing”) provided for in paragraph 3.1.

The classes of shares of the BlackRock Fund correspond to the classes of shares of the SSR Fund as follows: Investor A shares of the BlackRock Fund correspond to Class A and Class B shares of the SSR Fund; Investor B shares of the BlackRock Fund correspond to Class B(1) shares of the SSR Fund; Investor C shares of the BlackRock Fund correspond to Class C shares of the SSR Fund; and Institutional Shares of the BlackRock Fund correspond to Class S shares of the SSR Fund.

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

The SSR Fund will, within 7 days prior to the Closing Date, furnish the BlackRock Fund with (a) a list of the SSR Fund’s portfolio securities and other investments and (b) a list of the SSR Fund’s “historic business assets,” which are defined for this purpose as (i) those assets that were acquired by the SSR Fund prior to the date of the approval by the board of directors of Metropolitan Life Insurance Company’s sale of SSRM Holdings, Inc., an indirect parent of the investment adviser to the Selling Trust, to BlackRock, Inc., an indirect parent of the investment adviser to the Acquiring Trust, and (ii) those assets that were acquired subsequent to such board approval but in accordance with the SSR Fund’s investment objectives and not with a view to, or in anticipation or as part of, the Reorganization. The BlackRock Fund will, within 3 days prior to the Closing Date, furnish the SSR Fund with a list of the securities and other instruments, if any, on the SSR Fund’s list referred to above that

do not conform to the BlackRock Fund’s investment objectives, policies and restrictions. If requested by the BlackRock Fund, the SSR Fund will dispose of securities and other instruments on the BlackRock Fund’s list before the Closing Date. In addition, if it is determined that the portfolios of the SSR Fund and the BlackRock Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the BlackRock Fund with respect to such investments, the SSR Fund, if requested by the BlackRock Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. After the SSR Fund furnishes the BlackRock Fund with the list described above, the SSR Fund will not, without the prior approval of the Acquiring Trust on behalf of the BlackRock Fund, acquire any additional securities other than securities which the BlackRock Fund is permitted to purchase, pursuant to its investment objective and policies or otherwise (taking into consideration its own portfolio composition as of such date). Notwithstanding the foregoing, (a) nothing herein will require the SSR Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the SSR Fund’s trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the SSR Fund and (b) nothing will permit the SSR Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the BlackRock Fund’s trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the SSR Fund.

1.3 LIABILITIES TO BE ASSUMED. The SSR Fund will endeavor to identify and discharge, to the extent practicable, all of its liabilities and obligations, including all liabilities relating to operations, before the Closing Date. The BlackRock Fund shall assume only those accrued and unpaid liabilities of the SSR Fund set forth in the SSR Fund’s statement of assets and liabilities as of the Closing Date delivered by the SSR Fund to the BlackRock Fund pursuant to paragraph 5.2 (the “Stated Liabilities”). The BlackRock Fund shall assume only the Stated Liabilities and shall not assume any other debts, liabilities or obligations of the SSR Fund.

1.4 NAME CHANGE. Effective immediately following the Closing, the name of the BlackRock Fund shall change to the BlackRock Asset Allocation Portfolio.

1.5 STATE FILINGS. Prior to the Closing Date, the Selling Trust shall make any filings with the Commonwealth of Massachusetts that are required under the laws of the Commonwealth of Massachusetts to be made prior to the Closing Date.

1.6 LIQUIDATION AND DISTRIBUTION. On or as soon as practicable after the Closing Date the SSR Fund will distribute in complete liquidation of the SSR Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the “SSR Fund Shareholders”), all of the BlackRock Fund Shares received by the SSR Fund. Upon completion of the distribution of all of the BlackRock Fund shares in accordance with the prior sentence, the SSR Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.10 below. Such distribution will be accomplished by the transfer on the books of the BlackRock Fund of BlackRock Fund Shares credited to the account of the SSR Fund to open accounts on the share records of the BlackRock Fund in the name of the SSR Fund Shareholders, and representing the respective pro rata number of each class of BlackRock Fund Shares due SSR Fund Shareholders holding the corresponding class of SSR Fund shares. All issued and

outstanding shares of the SSR Fund will, simultaneously with the liquidation, be cancelled on the books of the SSR Fund and will be null and void. The BlackRock Fund shall not issue certificates representing BlackRock Fund Shares in connection with such transfer, however, the BlackRock Fund shall issue such certificates upon written request.

1.7 OWNERSHIP OF SHARES. Ownership of BlackRock Fund Shares will be shown on the books of the BlackRock Fund’s transfer agent.

1.8 TRANSFER TAXES. Any transfer taxes payable upon the issuance of BlackRock Fund Shares in a name other than the registered holder of the SSR Fund shares on the books of the SSR Fund as of that time shall, as a condition of such transfer, be paid by the person to whom such BlackRock Fund Shares are to be issued and transferred.

1.9 REPORTING RESPONSIBILITY. Any reporting responsibility of the SSR Fund, including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the SSR Fund, or the Selling Trust on behalf of the SSR Fund.

1.10 TERMINATION AND DISSOLUTION. The SSR Fund shall be terminated and dissolved promptly following all distributions made pursuant to paragraph 1.6 in accordance with the laws of the Commonwealth of Massachusetts and the federal securities laws.

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

1.12 The Acquiring Trust shall take all actions expressed herein as being the obligations of the BlackRock Fund on behalf of the BlackRock Fund. The Selling Trust shall take on behalf of the SSR Fund all actions expressed herein as being the obligations of the SSR Fund.

ARTICLE II

VALUATION

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

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

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. Subject to the terms and conditions set forth herein, the Closing shall occur on [            ], or such other date as the parties may agree to in writing (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of immediately after the close of regular trading on the NYSE on the Closing Date. The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at One Beacon Street, Boston, Massachusetts 02108-3194, or at such other time and/or place as the parties may agree.

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

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

3.4 TRANSFER AGENT’S CERTIFICATE. The SSR Fund shall instruct its transfer agent, State Street Bank and Trust Company, to deliver at the Closing a certificate of an

authorized officer stating that its records contain the names and addresses of SSR Fund Shareholders as of the Closing Date, and the number and percentage ownership (to four decimal places) of outstanding shares owned by each SSR Fund Shareholder immediately prior to the Closing. The BlackRock Fund shall issue and deliver, or instruct its transfer agent to issue and deliver, a confirmation evidencing BlackRock Fund Shares to be credited on the Closing Date to the SSR Fund, or provide evidence reasonably satisfactory to the SSR Fund that such BlackRock Fund Shares have been credited to the SSR Fund’s account on the books of the BlackRock Fund.

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

3.6 FAILURE TO DELIVER ASSETS. If the SSR Fund is unable to make delivery pursuant to paragraph 3.2 hereof to the custodian for the BlackRock Fund of any of the Assets of the SSR Fund for the reason that any of such Assets have not yet been delivered to it by the SSR Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the SSR Fund shall deliver, with respect to said Assets, executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the BlackRock Fund or its custodian, including brokers’ confirmation slips.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE SSR FUND. The Selling Trust, on behalf of the SSR Fund, represents and warrants to the Acquiring Trust, on behalf of the BlackRock Fund, as follows:

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

(b) The Selling Trust is registered as an open-end management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect. The Selling Trust is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder with respect to the SSR Fund.

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

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

(e) The SSR Fund is not in violation of, and the execution, delivery and performance of this Agreement in accordance with its terms by the Selling Trust on behalf of the SSR Fund will not result in the violation of, Massachusetts law or any provision of the Selling Trust’s declaration of trust or bylaws or of any material agreement, indenture, note, mortgage, instrument, contract, lease or other undertaking to which the Selling Trust (with respect to the SSR Fund) or the SSR Fund is a party or by which it is bound, nor will the execution, delivery and performance of this Agreement by the Selling Trust on behalf of the SSR Fund, result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which the Selling Trust or the SSR Fund is a party or by which it is bound.

(f) The SSR Fund has no material contracts, agreements or other commitments that will not be terminated without liability to it before the Closing Date, other than liabilities, if any, to be discharged prior to the Closing Date or reflected as Stated Liabilities in the statement of assets and liabilities as provided in paragraph 5.2 hereof.

(g) No litigation, claims, actions, suits proceeding or investigation of or before any court or governmental body is pending or to the Selling Trust’s knowledge threatened against the SSR Fund or any of its properties or Assets which, if adversely determined, would materially and adversely affect the Selling Trust or the SSR Fund’s financial condition, the conduct of its business or which would prevent or hinder the ability of the SSR Fund to carry out the transactions contemplated by this Agreement. The SSR Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the

provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(h) The audited financial statements of the SSR Fund for the fiscal year ended [June 30, 2004], have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and have been audited by Deloitte & Touche LLP, and such statements (true and complete copies of which have been furnished to the BlackRock Fund) fairly reflect the financial condition and the results of operations of the SSR Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the SSR Fund whether actual or contingent and whether or not determined or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements.

(i) There have been no changes in the financial position of the SSR Fund as reflected in the audited financial statements for the fiscal year ended [June 30, 2004], other than those occurring in the ordinary course of business consistent with past practice in connection with the purchase and sale of portfolio assets, the issuance and redemption of SSR Fund shares and the payment of normal operating expenses, dividends and capital gains distributions. Since June 30, 2004, there has been no material adverse changes in the SSR Fund’s financial condition, assets, liabilities or business, results of operations or the manner of conducting business of the SSR Fund (other than changes occurring in the ordinary course of business), or any incurrence by the SSR Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted in writing by the BlackRock Fund. For the purposes of this paragraph 4.1(i), a decline in the net asset value of the SSR Fund due to declines in the value of SSR Fund’s Assets, the discharge of SSR Fund liabilities or the redemption of SSR Fund shares by SSR Fund Shareholders shall not constitute a material adverse change.

(j) Since June 30, 2004 there has not been (i) any change in the business, results of operations, assets or financial condition or the manner of conducting the business of the SSR Fund other than changes in the ordinary course of its business, or any pending or threatened litigation, which has had or may have a material adverse effect on such business, results of operations, assets or financial condition; (ii) issued any option to purchase or other right to acquire shares of the SSR Fund granted by or on behalf of the SSR Fund to any person other than subscriptions to purchase shares at net asset value in accordance with the terms in the prospectus for the SSR Fund; (iii) any entering into, amendment or termination of any contract or agreement by or on behalf of the SSR Fund, except as otherwise contemplated by this Agreement; (iv) any indebtedness incurred, other than in the ordinary course of business, by or on behalf of the SSR Fund for borrowed money or any commitment to borrow money by or on behalf of the SSR Fund; (v) any amendment of the Selling Trust’s organizational documents in a manner materially affecting the SSR Fund; and (vi) any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business with respect to covered options) upon any asset of the SSR Fund other than a lien for taxes not yet due and payable.

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

(l) The Selling Trust has an unlimited number of authorized shares of beneficial interest of which, as of [            ], 2004, there were outstanding [            ] shares of the SSR Fund, and no shares of the SSR Fund were held in the treasury of the Selling Trust. All issued and outstanding shares of beneficial interest of the SSR Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act of 1933 (the “1933 Act”) and applicable state securities laws and are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and nonassessable, and are not subject to preemptive or dissenter’s rights. All of the issued and outstanding shares of the SSR Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the SSR Fund’s transfer agent as provided in paragraph 3.4. The SSR Fund has no outstanding options, warrants or other rights to subscribe for or purchase any of the SSR Fund shares and has no outstanding securities convertible into any of the SSR Fund shares.

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

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

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

(p) The SSR Fund has elected to qualify and has qualified as a “regulated investment company” under the Code (a “RIC”) as of and since its first taxable year; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; qualifies and will continue to qualify as a RIC under the Code for its taxable year ending upon its liquidation; and has satisfied the distribution requirements imposed by the Code for each of its taxable years.

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

(r) The Selling Trust has called a special meeting of SSR Fund Shareholders to consider and act upon this Agreement (or transactions contemplated hereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein. Such meeting shall be scheduled for no later than [            ] (or such other date as the parties may agree to in writing).

4.2 REPRESENTATIONS OF THE BLACKROCK FUND. The Acquiring Trust, on behalf of the BlackRock Fund, represents and warrants to the Selling Trust on behalf of the SSR Fund, as follows:

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

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

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

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

(e) The BlackRock Fund is not in violation of, and the execution, delivery and performance of this Agreement in accordance with its terms by the Acquiring Trust on behalf of the BlackRock Fund will not result in the violation of, Massachusetts law or any provision of the Acquiring Trust’s declaration of trust or bylaws or of any material agreement, indenture, note, mortgage, instrument, contract, lease or other undertaking to which the Acquiring Trust (with respect to the BlackRock Fund) or the BlackRock Fund is a party or by which it is bound, nor will the execution, delivery and performance of this Agreement by the Acquiring Trust on behalf of the BlackRock Fund, result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Trust or the BlackRock Fund is a party or by which it is bound.

(f) No litigation, claims, actions, suits proceeding or investigation of or before any court or governmental body is pending or to the Acquiring Trust’s knowledge threatened against the BlackRock Fund or any of its properties or its BlackRock’s assets which, if adversely determined, would materially and adversely affect the Acquiring Trust or the BlackRock Fund’s financial condition, the conduct of its business or which would prevent or hinder the ability of the BlackRock Fund to carry out the transactions contemplated by this Agreement. The BlackRock Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

(g) The audited financial statements of the BlackRock Fund as of September 30, 2003 and for the fiscal year then ended, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and have been audited by PricewaterhouseCoopers LLP, and such statements (true and complete copies of which have been furnished to the SSR Fund) fairly reflect the financial condition and the results of operations of the BlackRock Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the BlackRock Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of the BlackRock Fund for the six months ended March 31, 2004 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by the BlackRock Fund, and such statements (true and complete copies of which have been furnished to the SSR Fund) fairly reflect the financial condition and the results of operations of the BlackRock Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the BlackRock Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements.

(h) There have been no changes in the financial position of the BlackRock Fund as reflected in the audited financial statements of the BlackRock Fund as of September 30, 2003 and for the fiscal year then ended, and the unaudited financial statements of the BlackRock Fund for the six months ended March 31, 2004, other than those occurring in the ordinary course of business consistent with past practice in connection with the purchase and sale of portfolio assets, the issuance and redemption of BlackRock Fund shares and the payment of normal operating expenses, dividends and capital gains distributions. Since the date of the financial statements referred to in paragraph 4.2(g) above, there has been no material adverse changes in the BlackRock Fund’s financial condition, assets, liabilities or business, results of operations or the manner of conducting business of the BlackRock Fund (other than changes occurring in the ordinary course of business), or any incurrence by the BlackRock Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted in writing by the BlackRock Fund. For the purposes of this paragraph 4.2 (h), a decline in the net asset value of the BlackRock Fund due to declines in the value of BlackRock Fund’s Assets, the discharge of the BlackRock Fund liabilities or the redemption of BlackRock Fund shares by BlackRock Fund Shareholders shall not constitute a material adverse change.

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

(j) The Acquiring Trust has an unlimited number of authorized shares of beneficial interest of which, as of [            ], 2004, there were outstanding [            ] shares of the BlackRock Fund, and no shares of the BlackRock Fund were held in the treasury of the Acquiring Trust. The Acquiring Trust has an unlimited number of authorized shares of beneficial interest of which as of [            ], 2004 there were [            ] shares of the BlackRock Fund, and no shares of the BlackRock Fund were held in the treasury of the Acquiring Trust. All issued and outstanding shares of beneficial interest of the BlackRock Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act

and applicable state securities laws and are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and nonassessable, and are not subject to preemptive or dissenter’s rights. All of the issued and outstanding shares of the BlackRock Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the BlackRock Fund’s transfer agent as provided in paragraph 3.4. The BlackRock Fund has no outstanding options, warrants or other rights to subscribe for or purchase any of the BlackRock Fund shares and has no outstanding securities convertible into any of the BlackRock Fund shares.

(k) At the Closing Date, the Acquiring Trust, on behalf of the BlackRock Fund, will have good and marketable title to all of its assets, and full right, power and authority to sell, assign, transfer and deliver such assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances as to which the Selling Trust has received notice at or prior to the Closing Date.

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

(m) The BlackRock Fund Shares to be issued and delivered to the SSR Fund for the account of the SSR Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, the BlackRock Fund Shares will be duly and validly issued and will be fully paid and nonassessable, [(except as disclosed in the Acquiring Trust’s prospectus and recognizing that under Massachusetts law, shareholders of the Acquiring Trust could, under certain circumstances, be held personally liable for the obligations of such portfolio.)]

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

(o) The BlackRock Fund has elected to qualify and has qualified as a RIC as of and since its first taxable year; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; qualifies and will continue to qualify as a RIC under the Code; and has satisfied the distribution requirements imposed by the Code for each of its taxable years.

(p) No consent, approval, authorization or order under any federal or state law or of any court or governmental authority is required for the consummation by the Acquiring Trust, on behalf of the BlackRock Fund, of the transactions contemplated herein. No consent of or notice to any third party or entity other than the shareholders of the SSR Fund as described in paragraph 4.1(q) is required for the consummation by the Acquiring Trust, on behalf of the BlackRock Fund, of the transactions contemplated by this Agreement.

(q) The Acquiring Trust has called a special meeting of BlackRock Fund Shareholders to elect trustees, including [            ], [            ] and [            ].

ARTICLE V

COVENANTS OF THE BLACKROCK FUND AND THE SSR FUND

5.1 OPERATION IN ORDINARY COURSE. Subject to paragraph 7.3, each of the BlackRock Fund and SSR Fund will operate its business in the ordinary course of business between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.

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

5.3 ACCESS TO BOOKS AND RECORDS. Upon reasonable notice, the Selling Trust shall make available to the Acquiring Trust’s officers and agents all books and records of the Selling Trust relating to the SSR Fund.

5.4 ADDITIONAL INFORMATION. The SSR Fund will assist the BlackRock Fund in obtaining such information as the BlackRock Fund reasonably requests concerning the beneficial ownership of the SSR Fund’s shares.

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

5.6 FURTHER ACTION. Subject to the provisions of this Agreement, the BlackRock Fund and the SSR Fund will take or cause to be taken all action and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. In particular, each of the Selling Trust and the SSR Fund covenants that it will, as

and when reasonably requested by the BlackRock Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as the BlackRock Fund may reasonably deem necessary or desirable in order to vest in and confirm the BlackRock Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

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

5.8 UNAUDITED FINANCIAL STATEMENTS. The SSR Fund shall furnish to the BlackRock Fund within five (5) business days after the Closing Date, an unaudited statement of its assets and liabilities, portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position of the SSR Fund as of the date thereof and the portfolio of investments, the results of operations and changes in net assets indicated in conformity with generally accepted accounting principals applied on a consistent basis and such financial statements shall be certified by the Treasurer of the Selling Trust as complying with the requirements hereof.

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

5.10 LIABILITY INSURANCE. Effective on or prior to the Closing Date, for the period beginning at the Closing Date and ending not less than three years thereafter, the Acquiring Trust shall provide, or cause to be provided, reasonable liability insurance covering the actions of the independent trustees of the Selling Trust for the period they served as such to substantially the same extent and with approximately the same deductible as in effect on the date

hereof, or provide tail or runoff insurance with the same terms and limits as currently in effect; provided, however, that in no event shall the Acquiring Trust be required to expend in excess of 200% of the annual premium currently paid by the Selling Trust for its current policy of liability insurance; and provided further that if the premium of such insurance coverage exceeds such amount, the Acquiring Trust shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

5.11 TAX STATUS OF REORGANIZATION. The intention of the parties is that the transaction contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquiring Trust nor the Selling Trust shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the BlackRock Fund and the SSR Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Acquiring Trust, to render the tax opinion required herein (including, without limitation, each party’s execution of representations reasonably requested by and addressed to Skadden, Arps, Slate, Meagher & Flom LLP).

5.12 REASONABLE BEST EFFORTS. Each of the Acquiring Trust, the BlackRock Fund, the Selling Trust and the SSR Fund shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement.

5.13 INTERIM ADVISORY CONTRACT. In the event that, prior to the Closing Date, a special shareholder meeting for the SSR Fund is duly convened but adjourned solely as a result of a failure of the requisite vote to be obtained because the quorum required therefor under the 1940 Act is not present at such meeting, the Selling Trust shall use its reasonable best efforts to (a) cause the Selling Trust’s trustees to approve, in accordance with Rule 15a-4 under the 1940 Act, an interim investment advisory contract, to be effective at the Closing Date, for the SSR Fund with BlackRock Advisors, Inc. containing terms that, subject to applicable law, are no less favorable to the SSR Fund than the terms of the existing investment advisory contract with State Street Research & Management Company and (b) as promptly as practicable following the adjournment of such meeting, cause the Selling Trust’s board of trustees to take such action as may be necessary to re-convene a special meeting of the shareholders of the SSR Fund to be held as promptly as reasonably practicable following such adjournment for the purpose of obtaining the approval of such shareholders of such new investment advisory contract as contemplated by clause (a) above.

5.14 AUTHORIZATIONS. The BlackRock Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and any state blue sky or securities laws as it may deem appropriate in order to operate in the normal course of business after the Closing Date.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SSR FUND

The obligations of the SSR Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the BlackRock Fund of all the obligations to be performed by the BlackRock Fund pursuant to this Agreement on or before the Closing Date and, in addition, subject to the following conditions:

6.1 All representations, covenants and warranties of the Acquiring Trust, on behalf of itself and the BlackRock Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The BlackRock Fund shall have delivered to the SSR Fund a certificate executed in the SSR Fund’s name by the Acquiring Trust’s President and its Treasurer, in form and substance satisfactory to the SSR Fund and dated as of the Closing Date, to such effect and as to such other matters as the SSR Fund shall reasonably request. The SSR Fund shall have received certified copies of the resolutions adopted by the Board of Trustees of the Acquiring Trust approving this Agreement and the transactions contemplated herein.

6.2 The Selling Trust shall have received on the Closing Date an opinion from Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates, dated as of the Closing Date, in a form reasonably satisfactory to the Selling Trust, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort:

(a) The Acquiring Trust is a business trust validly existing under the applicable laws of the Commonwealth of Massachusetts.

(b) The Acquiring Trust is registered as an open-end management investment company under the 1940 Act and the BlackRock Fund is a series thereof.

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

(d) The Agreement has been duly executed and delivered by the Acquiring Trust under the applicable laws of the Commonwealth of Massachusetts and assuming the Agreement is valid and binding obligation of the Selling Trust constitutes the valid and binding obligation of the Acquiring Trust, enforceable against the Acquiring Trust in accordance with its terms under the applicable laws of the Commonwealth of Massachusetts.

(e) The execution and delivery by the Acquiring Trust of the Agreement and the performance by the Acquiring Trust of its obligations under the Agreement do not conflict with the declaration of trust or the by-laws of the Acquiring Trust.

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

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

(h) The BlackRock Fund Shares being issued pursuant to the Agreement have been duly authorized by the Acquiring Trust and upon issuance thereof in accordance with the Agreement, will be validly issued, fully paid.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BLACKROCK FUND

The obligations of the BlackRock Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the SSR Fund of all the obligations to be performed by the SSR Fund pursuant to this Agreement on or before the Closing Date and, in addition, shall be subject to the following conditions:

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

7.2 The SSR Fund shall have delivered to the BlackRock Fund (1) a statement as of the Closing Date of the SSR Fund’s assets and Stated Liabilities, in accordance with paragraph 5.2, and (2) a list of the SSR Fund’s portfolio showing the tax costs of each of its assets by lot and the holding periods of such assets, as of the Closing Date, certified by the Treasurer of the Selling Trust.

7.3 Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the valuation of the Assets on the Closing Date, the SSR Fund shall have declared a dividend or dividends, with a record and ex-dividend date prior to the valuation of the Assets, which, together with all previous dividends, shall have the effect of distributing to the SSR Fund shareholders all of the SSR Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends

paid), if any, plus the excess of its interest income, if any, excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carry forward).

7.4 The BlackRock Fund shall have received on the Closing Date an opinion of Ropes & Gray LLP, dated as of the Closing Date, in a form reasonably satisfactory to the BlackRock Fund, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort:

(a) The Selling Trust is a business trust validly existing under the applicable laws of the Commonwealth of Massachusetts.

(b) The Selling Trust is registered as an open-end management investment company under the 1940 Act and the SSR Fund is a series thereof.

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

(d) The Agreement has been duly executed and delivered by the Selling Trust under the applicable laws of the Commonwealth of Massachusetts and assuming the Agreement is valid and binding obligation of the Acquiring Trust constitutes the valid and binding obligation of the Selling Trust, enforceable against the Selling Trust in accordance with its terms under the applicable laws of the Commonwealth of Massachusetts.

(e) The execution and delivery by the Selling Trust of the Agreement and the performance by the Selling Trust of its obligations under the Agreement do not conflict with the declaration of trust or the by-laws of the Selling Trust.

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

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

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

7.6 The Selling Trust shall have taken all steps required to terminate all agreements to which it is a party (other than this Agreement), other than as accrued as part of the Stated Liabilities.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE

BLACKROCK FUND AND SSR FUND

If any of the conditions set forth below shall not have been satisfied on or before the Closing Date or shall not remain satisfied with respect to the SSR Fund or the BlackRock Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

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

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

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

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

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

8.6 The Acquiring Trust and the Selling Trust each shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the BlackRock Fund substantially to the effect that, based on certain facts, assumptions and representations of the parties, for federal income tax purposes:

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

(b) no gain or loss will be recognized by the BlackRock Fund upon the receipt of all of the Assets solely in exchange for BlackRock Fund Shares and the assumption by the BlackRock Fund of the Stated Liabilities of the SSR Fund;

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

(d) no gain or loss will be recognized by the SSR Fund Shareholders upon the exchange of their SSR Fund shares solely for BlackRock Fund Shares in the Reorganization;

(e) the aggregate tax basis of BlackRock Fund Shares received by each SSR Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the SSR Fund shares exchanged therefor by such shareholder;

(f) the holding period of BlackRock Fund Shares to be received by each SSR Fund Shareholder pursuant to the Reorganization will include the period during which the SSR Fund shares exchanged therefor were held by such shareholder, provided such SSR Fund shares are held as capital assets at the time of the Reorganization;

(g) the tax basis of the Assets acquired by the BlackRock Fund will be the same as the tax basis of such Assets to the SSR Fund immediately before the Reorganization; and

(h) the holding period of the Assets in the hands of the BlackRock Fund will include the period during which those assets were held by the SSR Fund.

Such opinion shall be based on customary assumptions and such representations as Skadden, Arps, Slate, Meagher & Flom LLP may reasonably request, and each SSR Fund and BlackRock Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the BlackRock Fund nor the SSR Fund may waive the condition set forth in this paragraph 8.7.

8.7 The transactions contemplated under the Stock Purchase Agreement (the “Stock Purchase Agreement”) by and among MetLife, Inc., Metropolitan Life Insurance Company, SSRM Holdings, Inc., BlackRock, Inc. and BlackRock Financial Management, Inc., dated August 25, 2004, shall have been consummated.

ARTICLE IX

EXPENSES

Except as otherwise expressly provided in this Agreement, SSRM Holdings, Inc. shall bear the direct and indirect expenses incurred by the SSR Fund, and BlackRock, Inc. shall bear the direct and indirect expenses incurred by the BlackRock Fund, each in connection with the purchase and sale of assets and liquidation and dissolution of the SSR Fund contemplated by the provisions of this Agreement, including all direct and indirect expenses and out-of-pocket costs. Notwithstanding the foregoing sentence, the reasonable out-of-pocket costs and expenses incurred by the parties hereto in connection with the preparation of the Registration Statement and the printing and mailing of the proxy statements and the solicitation of the related proxies for the SSR Fund, shall be borne equally between BlackRock, Inc., on the one hand, and SSRM Holdings, Inc., on the other.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Acquiring Trust, on behalf of the BlackRock Fund, and the Selling Trust, on behalf of the SSR Fund, agree that no party has made to the other party any representation, warranty and/or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

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

ARTICLE XI

TERMINATION

11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Trust and the Selling Trust. In addition, either the Acquiring Trust or the Selling Trust may at their option terminate this Agreement at or before the Closing Date due to:

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

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

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

11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of either the BlackRock Fund, the SSR Fund, the Acquiring Trust or the Selling Trust, or their respective Board of Trustees or officers, to the other party or its Board of Trustees. In the event of willful default, all remedies at law or in equity of the party adversely affected shall survive.

ARTICLE XII

AMENDMENTS

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

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

LIMITATION OF LIABILITY

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

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

13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

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

13.5 It is expressly agreed that the obligations of the Acquiring Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Acquiring Trust personally, but shall bind only the property of the BlackRock Fund, as provided in the declaration of trust of the Acquiring Trust. Moreover, no series of the Acquiring Trust other than the BlackRock Fund shall be responsible for the obligations of the Acquiring Trust hereunder, and all persons shall look only to the assets of the BlackRock Fund to satisfy the obligations of the BlackRock Fund hereunder. The execution and delivery of this Agreement

have been authorized by the Board of Trustees of the Acquiring Trust on behalf of the BlackRock Fund and signed by authorized officers of the Acquiring Trust, acting as such. Neither the authorization by such Board of Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the BlackRock Fund as provided in the Acquiring Trust’s declaration of trust.

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

ARTICLE XIV

NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given if delivered by hand (including by FedEx or similar express courier) or transmitted by facsimile or three days after being mailed by prepaid registered or certified mail, return receipt requested, addressed to the applicable party: to the Selling Trust, One Financial Center, Boston, Massachusetts 02111, Attention: [            ], or to the Acquiring Trust, Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington, DE 19809, Attention: [            ], or to any other address that the Acquiring Trust or the Selling Trust shall have last designated by notice to the other party.

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

	By:
	Name:
	Title:
ACKNOWLEDGED:
By:
Name:
Title:
	By:
	Name:
	Title:
ACKNOWLEDGED:
By:
Name:
Title:

BLACKROCK FUNDS

STATE STREET RESEARCH INCOME TRUST

FORM N-14

PART B

STATEMENT OF ADDITIONAL INFORMATION

[            ], 2004

This Statement of Additional Information (the “SAI”) relates to the proposed reorganization (the “Reorganization”) of the State Street Research Asset Allocation Fund (the “SSR Fund”), a series of State Street Research Income Trust, a Massachusetts business trust, into the BlackRock Balanced Portfolio (the “BlackRock Fund”), a series of BlackRock Funds, a Massachusetts business trust.

This SAI contains information which may be of interest to shareholders relating to the Reorganization, but which is not included in the Combined Prospectus/Proxy Statement dated [            ], 2004 (the “Combined Prospectus/Proxy Statement”) of the BlackRock Funds. As described in the Combined Prospectus/Proxy Statement, the Reorganization would involve the transfer of all the assets of, and the assumption of substantially all the liabilities of, the SSR Fund, in exchange for shares of the BlackRock Fund. The SSR Fund would distribute the BlackRock Fund shares it receives to its shareholders in complete liquidation of the SSR Fund.

This SAI is not a prospectus, and should be read in conjunction with the Combined Prospectus/Proxy Statement. The Combined Prospectus/Proxy Statement has been filed with the Securities and Exchange Commission, and is available upon request and without charge by writing to State Street Research Income Trust, One Financial Center, Boston, Massachusetts 02111, or by calling 1-877-773-8637.

TABLE OF CONTENTS

I.	Additional Information about the BlackRock Fund and the SSR Fund
II.	Pro Forma Combined Portfolio of Investments as of March 31, 2004
III.	Pro Forma Combined Statement of Assets and Liabilities as of March 31, 2004
IV.	Pro Forma Combined Statement of Operations for the year ended March 31, 2004
V.	Notes to Pro Forma Financial Statements (Unaudited)
*	THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA FINANCIAL STATEMENTS AND SCHEDULES

I. ADDITIONAL INFORMATION ABOUT THE BLACKROCK FUND AND THE SSR FUND

FOR THE BLACKROCK FUND: Incorporates by reference the Statement of Additional Information in the N-1A for the BlackRock Fund dated January 28, 2004, as supplemented May 18, 2004, as filed with the Securities and Exchange Commission.

FOR THE SSR FUND: Incorporates by reference the Statement of Additional Information in the N-1A for the SSR Fund dated August 1, 2004, as filed with the Securities and Exchange Commission.

II. FINANCIAL STATEMENTS

This SAI incorporates by reference (i) the Annual Report of the BlackRock Fund for the year ended September 30, 2003, (ii) the Semi-annual Report of the BlackRock Fund for the six months ended March 31, 2004, and (iii) the Annual Report of the SSR Fund for the year ended March 31, 2004. Each of these reports contains historical financial information regarding the Funds and have been filed with the Securities and Exchange Commission. The financial statements therein, and, in the case of the Annual Reports, the report of independent accountants therein, are incorporated herein by reference.

Pro forma financial statements of the SSR Fund and BlackRock Fund are provided on the following pages.

BLACKROCK BALANCED PORTFOLIO

STATE STREET RESEARCH ASSET ALLOCATION FUND

PRO FORMA COMBINED PORTFOLIO OF INVESTMENTS

MARCH 31, 2004

(UNAUDITED)

	Pro Forma Combined % of Market Value		SSR Asset Allocation			BlackRock Balanced			Pro Forma Combined
			Shares/ Par	Market Value		Shares/ Par	Market Value		Shares/ Par	Market Value
Common Stocks	50.13	%
Advertising	0.07	%
Interpublic Group of Companies Inc.*			39,400	$	605,972	0	$	0	39,400	$	605,972
					605,972			0			605,972
Aerospace	0.59	%
Alliant Technology Systems Inc.*			21,300		1,158,720	0		0	21,300		1,158,720
Boeing Co.			32,000		1,314,240	0		0	32,000		1,314,240
Ladish Inc.*			15,095		132,534	0		0	15,095		132,534
Lockheed Martin Corp.			9,300		424,452	0		0	9,300		424,452
Northrop Grumman Corp.			0		0	8,100		797,202	8,100		797,202
United Technologies Corp.			10,000		863,000	8,100		699,030	18,100		1,562,030
					3,892,946			1,496,232			5,389,178
Air Transport	0.06	%
Expeditors International of Washington, Inc.			13,300		525,217	0		0	13,300		525,217
					525,217			0			525,217
Automotive Parts	0.18	%
Dana Corp.			33,900		673,254	0		0	33,900		673,254
Navistar International Corp.*			21,800		999,530	0		0	21,800		999,530
					1,672,784			0			1,672,784
Banks	3.11	%
Aon Corp.			95,700		2,670,987	0		0	95,700		2,670,987
Bank of America Corp.			22,300		1,805,854	20,100		1,627,698	42,400		3,433,552
Bank of New York Co. Inc.			48,500		1,527,750	0		0	48,500		1,527,750
Bank One Corp.			0		0	18,800		1,024,976	18,800		1,024,976
Charter One Financial Inc.			36,900		1,304,784	0		0	36,900		1,304,784
Comerica Inc.			24,700		1,341,704	0		0	24,700		1,341,704
East West Bancorp Inc.			13,100		733,600	0		0	13,100		733,600
First Tennessee National Corp.			0		0	16,400		782,280	16,400		782,280
FleetBoston Financial Corp.			36,500		1,638,850	0		0	36,500		1,638,850
Greenpoint Financial Corp.			0		0	13,200		576,972	13,200		576,972
Huntington Bancshares, Inc.			0		0	21,200		470,428	21,200		470,428

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
J.P. Morgan Chase & Co., Inc.			31,300	1,313,035	19,400	813,830	50,700	2,126,865
KeyCorp			46,300	1,402,427	0	0	46,300	1,402,427
Mercantile Bankshares Corp.			27,800	1,194,566	0	0	27,800	1,194,566
National City Corp.			25,600	910,848	21,900	779,202	47,500	1,690,050
New York Community Bancorp Inc.			20,665	708,408	0	0	20,665	708,408
PNC Financial Corp.			17,500	969,850	0	0	17,500	969,850
Southwest Bancorp of Texas Inc.			11,300	426,349	0	0	11,300	426,349
Texas Capital Bancshares Inc.*			35,600	577,432	0	0	35,600	577,432
Union Planters Corp.			38,800	1,158,180	0	0	38,800	1,158,180
US BanCorp.			60,700	1,678,355	0	0	60,700	1,678,355
Wachovia Corp.			0	0	25,400	1,193,800	25,400	1,193,800
				21,362,979		7,269,186		28,632,165
Beverages & Bottling	0.51	%
Coca-Cola Co.			43,700	2,198,110	0	0	43,700	2,198,110
Coca-Cola Enterprises, Inc.			0	0	32,000	773,440	32,000	773,440
PepsiAmericas, Inc.			0	0	31,100	635,062	31,100	635,062
PepsiCo, Inc.			0	0	20,200	1,087,770	20,200	1,087,770
				2,198,110		2,496,272		4,694,382
Broadcasting	0.13	%
Comcast Corp. - Class A*			0	0	21,100	606,414	21,100	606,414
Fox Entertainment Group, Inc. - Class A*			0	0	19,500	528,450	19,500	528,450
				0		1,134,864		1,134,864
Business Services	0.32	%
Cendant Corp.			85,200	2,078,028	36,600	892,674	121,800	2,970,702
				2,078,028		892,674		2,970,702
Chemicals	0.35	%
Air Products & Chemicals Inc.			24,700	1,237,964	0	0	24,700	1,237,964
E.I. du Pont de Nemours & Co.			36,300	1,532,586	0	0	36,300	1,532,586
Engelhard Corp.			0	0	15,600	466,284	15,600	466,284
Reunion Industries Inc.*			595	214	0	0	595	214
				2,770,764		466,284		3,237,048
Commercial Services	0.78	%
Ask Jeeves Inc.*			28,800	1,029,024	0	0	28,800	1,029,024
InterActiveCorp*			52,469	1,657,496	0	0	52,469	1,657,496
Manpower Inc.			29,500	1,371,750	0	0	29,500	1,371,750
Protection One Inc. Wts.*			800	8	0	0	800	8
Tech Data Corp.*			23,100	945,714	0	0	23,100	945,714
Viad Corp.			45,400	1,097,318	0	0	45,400	1,097,318
Waste Management Inc.			35,400	1,068,372	0	0	35,400	1,068,372
				7,169,682		0		7,169,682

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Communications, Media & Entertainment	0.71	%
Alliance Gaming Corp.*			69,527	2,233,903	0	0	69,527	2,233,903
DirecTV Group Inc.*			76,974	1,183,860	0	0	76,974	1,183,860
Liberty Media Corp.*			126,800	1,388,460	0	0	126,800	1,388,460
Univision Communications Inc. Cl. A*			41,030	1,354,400	0	0	41,030	1,354,400
Viacom Inc. Cl. B*			10,100	396,021	0	0	10,100	396,021
				6,556,644		0		6,556,644
Communications Technology	0.63	%
Anaren Microwave Inc.*			48,000	757,440	0	0	48,000	757,440
Avocent Corp.*			11,500	423,085	0	0	11,500	423,085
Juniper Networks Inc.*			46,500	1,209,465	0	0	46,500	1,209,465
Motorola Inc.			52,700	927,520	0	0	52,700	927,520
NCR Corp.*			33,300	1,467,198	0	0	33,300	1,467,198
REMEC Inc.*			134,700	1,023,720	0	0	134,700	1,023,720
				5,808,428		0		5,808,428
Computer & Office Equipment	1.69	%
Avery Dennison Corp.			17,300	1,076,233	0	0	17,300	1,076,233
Carrier Access Corp.*			55,800	680,760	0	0	55,800	680,760
Cisco Systems, Inc.*			174,420	4,102,358	46,298	1,088,929	220,718	5,191,287
Dell Inc.*			23,330	784,355	0	0	23,330	784,355
Epicor Software Corp.*			78,600	1,043,022	0	0	78,600	1,043,022
Hewlett-Packard Co.			28,800	657,792	50,600	1,155,704	79,400	1,813,496
Hon Industries Inc.			10,400	386,464	0	0	10,400	386,464
International Business Machines Corp.			0	0	25,850	2,374,064	25,850	2,374,064
Lexmark International, Inc. *			0	0	7,700	708,400	7,700	708,400
Sandisk Corp.*			22,500	638,325	0	0	22,500	638,325
Sun Microsystems Inc.*			210,100	874,016	0	0	210,100	874,016
				10,243,325		5,327,097		15,570,422
Computer Software & Services	1.62	%
Checkfree Corp.*			0	0	23,800	701,148	23,800	701,148
Computer Sciences Corp. *			0	0	15,400	621,082	15,400	621,082
eCollege Inc.*			43,000	897,840	0	0	43,000	897,840
Embarcadero Technologies Inc.*			38,700	496,908	0	0	38,700	496,908
Loudeye Corp.*			131,000	208,552	0	0	131,000	208,552
Loudeye Technologies Inc.*			60,500	111,320	0	0	60,500	111,320
Microsoft Corp.			138,820	3,466,335	120,700	3,013,879	259,520	6,480,214
Oracle Corp. *			0	0	52,100	625,721	52,100	625,721
Quest Software Inc.*			31,400	513,390	0	0	31,400	513,390
Red Hat Inc.*			28,900	660,654	0	0	28,900	660,654
SAP AG ADR			54,290	2,134,140	0	0	54,290	2,134,140
Siebel Systems Inc.*			56,700	652,617	0	0	56,700	652,617
Symantec Corp. *			0	0	17,700	819,510	17,700	819,510
				9,141,756		5,781,340		14,923,096

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Construction	0.11	%
Centex Corp.			0	0	8,600	464,916	8,600	464,916
Trex Inc.*			16,400	559,404	0	0	16,400	559,404
Waxman Industries Inc. Wts.*			29,500	4,425	0	0	29,500	4,425
				563,829		464,916		1,028,745
Consumer Electronics	0.48	%
Harman International Inc.			23,300	1,854,680	0	0	23,300	1,854,680
Yahoo! Inc.*			52,950	2,572,841	0	0	52,950	2,572,841
				4,427,521		0		4,427,521
Consumer Products	0.07	%
International Flavors & Fragrances, Inc.			18,600	660,300	0	0	18,600	660,300
				660,300		0		660,300
Containers	0.31	%
Pactiv Corp.*			62,100	1,381,725	0	0	62,100	1,381,725
Smurfit-Stone Container Corp.*			85,100	1,496,909	0	0	85,100	1,496,909
				2,878,634		0		2,878,634
Electronics	1.91	%
Aeroflex Inc.*			81,800	1,101,028	0	0	81,800	1,101,028
Arrow Electronics, Inc. *			0	0	22,300	567,758	22,300	567,758
Cooper Industries Ltd.			10,500	600,390	0	0	10,500	600,390
Flextronics International Ltd.*			60,300	1,038,366	0	0	60,300	1,038,366
General Electric Co.			106,820	3,260,146	81,300	2,481,276	188,120	5,741,422
Intel Corp.			138,930	3,778,896	35,100	954,720	174,030	4,733,616
Jabil Circuit, Inc.*			0	0	17,800	523,854	17,800	523,854
Kemet Corp.*			49,100	704,094	0	0	49,100	704,094
L-3 Communications Holdings, Inc.			0	0	10,800	642,384	10,800	642,384
MKS Instruments Inc.*			22,800	547,428	0	0	22,800	547,428
Raytheon Co.			43,100	1,350,754	0	0	43,100	1,350,754
				12,381,102		5,169,992		17,551,094
Energy & Utilities	2.82	%
Arch Coal Inc.			80,200	2,517,478	0	0	80,200	2,517,478
Consol Energy Inc. I*			35,200	943,360	0	0	35,200	943,360
Consol Energy Inc. II			147,000	3,939,600	0	0	147,000	3,939,600
Constellation Energy Group Inc.			21,600	862,920	0	0	21,600	862,920
Exelon Corp.			0	0	12,600	867,762	12,600	867,762
Keyspan Corp.			33,800	1,291,836	0	0	33,800	1,291,836
Massey Energy Corp.*			69,900	1,542,693	0	0	69,900	1,542,693
Peabody Energy Corp.			34,400	1,599,944	0	0	34,400	1,599,944
Penn Virginia Corp.			23,000	1,393,800	0	0	23,000	1,393,800
Pepco Holdings Inc.			49,400	1,009,736	0	0	49,400	1,009,736
PPL Corp.			72,000	3,283,200	21,700	989,520	93,700	4,272,720
Sempra Energy Co.			54,500	1,733,100	0	0	54,500	1,733,100
Transocean Inc.			98,200	2,738,798	0	0	98,200	2,738,798
TXU Corp.			0	0	34,000	974,440	34,000	974,440
Western Gas Resources Inc.			5,000	254,250	0	0	5,000	254,250
				23,110,715		2,831,722		25,942,437

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Entertainment & Leisure	1.42	%
Boyd Gaming Corp.			37,700	862,953	0	0	37,700	862,953
Caesars Entertainment Inc.			96,700	1,260,968	0	0	96,700	1,260,968
International Game Technology Inc.			60,600	2,724,576	0	0	60,600	2,724,576
Mandalay Resort Group Inc. *			13,500	773,010	0	0	13,500	773,010
MGM Mirage*			0	0	12,100	548,614	12,100	548,614
Pinnacle Entertainment Inc.*			43,700	603,060	0	0	43,700	603,060
Station Casinos Inc.*			15,000	662,550	0	0	15,000	662,550
The Walt Disney Co.			157,000	3,923,430	27,800	694,722	184,800	4,618,152
Time Warner, Inc.*			0	0	34,500	581,670	34,500	581,670
WMS Industries Inc.*			13,000	403,000	0	0	13,000	403,000
				11,213,547		1,825,006		13,038,553
Finance	3.74	%
Ambac Financial Group Inc.			19,050	1,405,509	0	0	19,050	1,405,509
American Express Co.			37,040	1,920,524	0	0	37,040	1,920,524
The Bear Stearns Cos., Inc.			0	0	5,950	521,696	5,950	521,696
Capital One Financial Corp.			5,200	392,236	8,600	648,698	13,800	1,040,934
CapitalSource Inc.*			43,800	983,310	0	0	43,800	983,310
CIT Group Inc.			38,300	1,457,315	0	0	38,300	1,457,315
Citigroup, Inc.			114,620	5,925,854	61,900	3,200,229	176,520	9,126,083
Countrywide Financial Corp.			0	0	7,100	680,890	7,100	680,890
Federal National Mortgage Assoc.			21,900	1,628,265	0	0	21,900	1,628,265
Freddie Mac			0	0	14,000	826,840	14,000	826,840
The Goldman Sachs Group, Inc.			16,300	1,700,905	5,900	615,665	22,200	2,316,570
H&R Block Inc.			18,600	949,158	0	0	18,600	949,158
MBNA Corp.			127,500	3,522,825	25,000	690,750	152,500	4,213,575
Merrill Lynch & Co., Inc.			0	0	13,150	783,214	13,150	783,214
MGIC Investment Corp.			20,400	1,310,292	0	0	20,400	1,310,292
Nelnet Inc.*			32,700	830,580	0	0	32,700	830,580
Providian Financial Corp.*			68,300	894,730	0	0	68,300	894,730
Radian Group Inc.			23,400	996,840	0	0	23,400	996,840
SLM Corp.			38,100	1,594,485	0	0	38,100	1,594,485
Willis Group Holdings Ltd.			25,300	941,160	0	0	25,300	941,160
				26,453,988		7,967,982		34,421,970
Food & Agriculture	0.49	%
Archer-Daniels-Midland Co.			0	0	30,400	512,848	30,400	512,848
Aurora Foods Inc.*			6,199	56	0	0	6,199	56
General Mills Inc.			14,600	681,528	0	0	14,600	681,528
Monsanto Co.			36,300	1,331,121	0	0	36,300	1,331,121
Sara Lee Corp.			41,600	909,376	0	0	41,600	909,376
Supervalu, Inc.			0	0	16,700	510,018	16,700	510,018
Tyson Foods, Inc. - Class A			0	0	32,600	588,430	32,600	588,430
				2,922,081		1,611,296		4,533,377

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Household Furnishings	0.30	%
Kirklands Inc.*			32,300	527,459	0	0	32,300	527,459
Newell Rubbermaid Inc.			95,800	2,222,560	0	0	95,800	2,222,560
				2,750,019		0		2,750,019
Industrial Products	0.43	%
American Power Conversion Corp.			102,600	2,360,826	0	0	102,600	2,360,826
Asyst Technologies Inc.*			96,100	790,903	0	0	96,100	790,903
ESCO Technologies Inc.*			18,020	831,082	0	0	18,020	831,082
				3,982,811		0		3,982,811
Insurance	1.70	%
ACE Ltd.			0	0	11,100	473,526	11,100	473,526
The Allstate Corp.			0	0	17,200	781,912	17,200	781,912
American International Group, Inc.			57,600	4,109,760	27,000	1,926,450	84,600	6,036,210
Assurant Inc.*			46,800	1,177,020	0	0	46,800	1,177,020
Bristol West Holdings Inc.*			23,300	475,320	0	0	23,300	475,320
Hartford Financial Services Group, Inc.			22,300	1,420,510	0	0	22,300	1,420,510
John Hancock Financial Services, Inc.			0	0	10,400	454,376	10,400	454,376
Prudential Financial, Inc.			0	0	19,900	891,122	19,900	891,122
UNUM Provident Corp.			32,700	478,401	0	0	32,700	478,401
W.R. Berkley Corp.			0	0	13,650	544,362	13,650	544,362
XL Capital Ltd.			38,300	2,912,332	0	0	38,300	2,912,332
				10,573,343		5,071,748		15,645,091
Machinery & Heavy Equipment	0.59	%
AGCO Corp.*			52,800	1,093,488	0	0	52,800	1,093,488
Deere & Co.			0	0	8,200	568,342	8,200	568,342
Eagle Materials, Inc.			0	0	208	12,241	208	12,241
Eagle Materials, Inc. - Class B			0	0	700	40,880	700	40,880
Grainger Inc.			20,900	1,003,200	0	0	20,900	1,003,200
Helix Technology Corp.			48,200	1,168,850	0	0	48,200	1,168,850
Pentair Inc.			26,600	1,569,400	0	0	26,600	1,569,400
				4,834,938		621,463		5,456,401
Manufacturing	2.70	%
American Standard Companies Inc.*			3,500	398,125	0	0	3,500	398,125
Brunswick Corp.			0	0	19,000	775,770	19,000	775,770
Clorox Co.			53,900	2,636,249	0	0	53,900	2,636,249
Eaton Corp.			0	0	14,300	803,517	14,300	803,517
Energizer Holdings, Inc.*			0	0	15,500	723,695	15,500	723,695

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
FMC Corp.*			27,000	1,156,140	0	0	27,000	1,156,140
Fortune Brands, Inc.			0	0	9,400	720,322	9,400	720,322
Hillenbrand Industries Inc.			15,400	1,045,506	0	0	15,400	1,045,506
Honeywell International Inc.			46,000	1,557,100	0	0	46,000	1,557,100
ITT Industries Inc.			14,000	1,068,620	0	0	14,000	1,068,620
Mattel Inc.			115,900	2,137,196	0	0	115,900	2,137,196
NIKE, Inc. - Class B			16,400	1,277,068	9,700	755,339	26,100	2,032,407
The Sherwin-Williams Co.			39,500	1,517,985	20,600	791,658	60,100	2,309,643
The Stanley Works			24,500	1,045,660	18,800	802,384	43,300	1,848,044
Textron Inc.			15,100	802,565	0	0	15,100	802,565
Tyco International Ltd. - ADR			121,800	3,489,570	48,800	1,398,120	170,600	4,887,690
				18,131,784		6,770,805		24,902,589
Medical & Medical Services	1.33	%
Amedisys Inc.*			21,400	525,798	0	0	21,400	525,798
Amerigroup Corp.*			20,700	945,990	0	0	20,700	945,990
Amgen, Inc.*			25,740	1,497,296	14,800	860,916	40,540	2,358,212
Anthem, Inc.*			0	0	8,200	743,248	8,200	743,248
Cerner Corp.*			25,900	1,170,421	0	0	25,900	1,170,421
HCA Inc.			30,300	1,230,786	0	0	30,300	1,230,786
Laboratory Corp. of America Holdings*			28,100	1,102,925	0	0	28,100	1,102,925
Molina Healthcare Inc.*			15,900	466,188	0	0	15,900	466,188
Psychiatric Solutions Inc.*			32,700	613,125	0	0	32,700	613,125
United Surgical Partners International Inc.*			37,800	1,282,932	0	0	37,800	1,282,932
UnitedHealth Group, Inc.			0	0	12,100	779,724	12,100	779,724
Universal Health Services Inc.			22,200	1,022,754	0	0	22,200	1,022,754
				9,858,215		2,383,888		12,242,103
Medical Instruments & Supplies	1.01	%
Beckman Coulter, Inc.			0	0	13,350	728,109	13,350	728,109
Becton, Dickinson & Co.			0	0	13,200	639,936	13,200	639,936
Boston Scientific Corp.*			0	0	16,400	695,032	16,400	695,032
Guidant Corp.			17,300	1,096,301	0	0	17,300	1,096,301
Johnson & Johnson			23,740	1,204,093	33,600	1,704,192	57,340	2,908,285
Medtronic Inc.			31,570	1,507,468	0	0	31,570	1,507,468
Respironics Inc.*			10,500	567,210	0	0	10,500	567,210
St. Jude Medical Inc.*			7,800	562,380	0	0	7,800	562,380
Zoll Medical Corp.*			15,700	627,686	0	0	15,700	627,686
				5,565,138		3,767,269		9,332,407
Metal & Mining	0.29	%
Alcoa, Inc.			14,300	496,067	14,600	506,474	28,900	1,002,541
Coeur d’Alene Mines Corp.*			40,000	280,000	0	0	40,000	280,000
Crystallex International Corp.*			300,000	921,000	0	0	300,000	921,000
Novagold Resources Inc.*			100,000	501,469	0	0	100,000	501,469
				2,198,536		506,474		2,705,010

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Miscellaneous Materials & Processing	0.23	%
Maverick Tube Corp.*			42,600	1,003,230	0	0	42,600	1,003,230
Timken Co.			47,900	1,112,717	0	0	47,900	1,112,717
				2,115,947		0		2,115,947
Motor Vehicles	0.19	%
General Motors Corp.			18,500	871,350	8,600	405,060	27,100	1,276,410
Lear Corp.			0	0	8,000	495,680	8,000	495,680
				871,350		900,740		1,772,090
Non-U.S. Equities	0.82	%
Axis Capital Holdings Ltd.			41,840	1,236,372	0	0	41,840	1,236,372
Baytex Energy Trust			54,300	466,263	0	0	54,300	466,263
C1 Energy Ltd*			85,733	123,023	0	0	85,733	123,023
Canico Resource Corp.*			50,000	488,494	0	0	50,000	488,494
Crew Energy Inc.			37,166	129,641	0	0	37,166	129,641
Defiant Energy Corp.*			11,700	38,400	0	0	11,700	38,400
Endev Energy Inc.			187,100	294,185	0	0	187,100	294,185
Esprit Exploration Ltd.			176,700	352,011	0	0	176,700	352,011
Fording Canadian Coal Trust			3,500	141,225	0	0	3,500	141,225
Galleon Energy Inc.*			10,000	41,675	0	0	10,000	41,675
Impact Energy Inc.*			52,500	64,916	0	0	52,500	64,916
Meridian Energy Corp.*			37,000	71,450	0	0	37,000	71,450
Mustang Resources Inc.*			9,600	33,633	0	0	9,600	33,633
Mustang Resources Inc.*			12,700	49,437	0	0	12,700	49,437
NAV Energy Trust			73,333	601,712	0	0	73,333	601,712
Niko Resources Ltd.			13,500	334,885	0	0	13,500	334,885
Oilexco Inc. Wts.*			9,725	12,276	0	0	9,725	12,276
Oilexco Inc.*			62,300	111,271	0	0	62,300	111,271
Olympia Energy Inc.			180,500	399,534	0	0	180,500	399,534
Penn West Petroleum Ltd.*			22,600	1,057,421	0	0	22,600	1,057,421
Progess Energy Ltd.			53,300	580,131	0	0	53,300	580,131
Purcell Energy Inc.			68,773	124,407	0	0	68,773	124,407
Purcell Energy Inc. Wts.*			68,773	20,997	0	0	68,773	20,997
Southwestern Resources Corp.*			15,000	426,478	0	0	15,000	426,478
Starpoint Energy Ltd.*			14,300	48,025	0	0	14,300	48,025
Sunridge Gold Corp.*			2,300	4,283	0	0	2,300	4,283
Thunder Energy Inc.*			8,500	48,204	0	0	8,500	48,204
Tullow Oil plc			97,735	155,593	0	0	97,735	155,593
Westport Innovations Inc.*			63,200	106,608	0	0	63,200	106,608
				7,562,550		0		7,562,550
Oil & Gas	3.75	%
Amerada Hess Corp.			31,700	2,069,376	8,100	528,768	39,800	2,598,144
Anadarko Petroleum Corp.			27,800	1,441,708	0	0	27,800	1,441,708

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
BJ Services Co.*			14,900	644,723	0	0	14,900	644,723
BP plc ADR			18,000	921,600	0	0	18,000	921,600
Burlington Resources Inc.			29,900	1,902,537	0	0	29,900	1,902,537
Cal Dive International Inc.*			28,600	738,738	0	0	28,600	738,738
ChevronTexaco Corp.			15,900	1,395,702	5,700	500,346	21,600	1,896,048
Clayton Williams Energy Inc.*			35,000	1,214,500	0	0	35,000	1,214,500
ConocoPhillips			0	0	23,200	1,619,592	23,200	1,619,592
Denbury Resources Inc.*			14,400	242,784	0	0	14,400	242,784
Devon Energy Corp.			1	58	0	0	1	58
Energy Partners Ltd.			47,500	634,125	0	0	47,500	634,125
EOG Resources Inc.			24,000	1,101,360	0	0	24,000	1,101,360
Exxon Mobil Corp.			52,800	2,195,952	36,600	1,522,194	89,400	3,718,146
Fairborne Energy Ltd.*			1,800	11,129	0	0	1,800	11,129
Global Industries Inc.*			50,000	292,500	0	0	50,000	292,500
Grey Wolf Inc.*			38,900	161,046	0	0	38,900	161,046
Halliburton Co.			31,800	966,402	0	0	31,800	966,402
Hanover Compressor Co.*			43,600	527,124	0	0	43,600	527,124
MarkWest Hydrocarbon Inc.*			9,300	115,692	0	0	9,300	115,692
Matador Resources Co.*			895	8,950	0	0	895	8,950
Nabors Industries Ltd.*			36,700	1,679,025	0	0	36,700	1,679,025
Newfield Exploration Co.*			73,400	3,518,062	15,900	762,087	89,300	4,280,149
NewPark Resources Inc.*			259,600	1,349,920	0	0	259,600	1,349,920
Patterson UTI Energy Inc.*			31,600	1,118,956	0	0	31,600	1,118,956
PetroKazakhstan Inc.*			22,800	642,276	0	0	22,800	642,276
Pioneer Drilling Co.*			8,600	45,752	0	0	8,600	45,752
Plains Exploration & Production Co.*			48,000	894,720	0	0	48,000	894,720
Praxair, Inc.			0	0	11,300	419,456	11,300	419,456
Remington Oil Gas Corp.*			7,200	142,200	0	0	7,200	142,200
Rio Alto Resources International Inc.*			39,800	33,416	0	0	39,800	33,416
Schlumberger Ltd.			0	0	15,000	957,750	15,000	957,750
Treasure Islands Royalty Trust*			300,000	117,000	0	0	300,000	117,000
Unocal Corp.			37,200	1,386,816	0	0	37,200	1,386,816
W-H Energy Services Inc.*			50,500	730,735	0	0	50,500	730,735
				28,244,884		6,310,193		34,555,077
Paper & Forest Products	0.69	%
Bowater Inc.			18,200	794,066	0	0	18,200	794,066
International Paper Co.			35,200	1,487,552	0	0	35,200	1,487,552
Kimberly-Clark Corp.			19,900	1,255,690	12,500	788,750	32,400	2,044,440
Louisiana-Pacific Corp.			0	0	31,300	807,540	31,300	807,540
MeadWestvaco Corp.			41,400	1,171,206	0	0	41,400	1,171,206
				4,708,514		1,596,290		6,304,804

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Personal Services	0.86	%
Career Education Corp.*			68,900	3,902,496	0	0	68,900	3,902,496
Corinthian Colleges Inc.*			50,600	1,672,836	0	0	50,600	1,672,836
Prime Succession Holdings Inc.*			13,332	133	0	0	13,332	133
Skillsoft plc ADR*			59,300	764,970	0	0	59,300	764,970
Sylvan Learning Systems Inc.*			45,100	1,583,461	0	0	45,100	1,583,461
				7,923,896		0		7,923,896
Pharmaceuticals	3.65	%
Abbott Laboratories			0	0	16,700	686,370	16,700	686,370
Alkermes Inc.*			38,100	609,219	0	0	38,100	609,219
Allergan Inc.			9,500	799,520	0	0	9,500	799,520
Baxter International Inc.			43,400	1,340,626	0	0	43,400	1,340,626
Biogen Idec Inc.*			22,600	1,256,560	0	0	22,600	1,256,560
Bristol-Myers Squibb Co.			35,400	857,742	0	0	35,400	857,742
Charles River Laboratories International Inc.*			26,200	1,122,670	0	0	26,200	1,122,670
Chiron Corp.*			20,400	897,804	0	0	20,400	897,804
Dyax Corp.*			48,700	501,123	0	0	48,700	501,123
Elan Corp. plc* ADR			39,000	804,180	0	0	39,000	804,180
Eon Labs Inc.*			4,800	321,984	0	0	4,800	321,984
Eyetech Pharmaceuticals Inc.*			17,100	567,720	0	0	17,100	567,720
Forest Laboratories Inc.*			16,580	1,187,459	0	0	16,580	1,187,459
Genentech, Inc.*			10,700	1,132,274	0	0	10,700	1,132,274
Gilead Sciences, Inc.*			8,600	479,622	0	0	8,600	479,622
Medicines Co.*			18,500	595,885	0	0	18,500	595,885
MedImmune Inc.*			47,600	1,098,608	0	0	47,600	1,098,608
Merck & Co., Inc.			0	0	36,600	1,617,354	36,600	1,617,354
MGI PHARMA Inc.*			9,400	575,844	0	0	9,400	575,844
Millennium Pharmaceuticals Inc.*			51,600	872,040	0	0	51,600	872,040
Millipore Corp.*			11,100	570,318	0	0	11,100	570,318
Nektar Therapeutics Inc.*			54,810	1,182,800	0	0	54,810	1,182,800
Novartis AG ADR			48,630	2,071,638	0	0	48,630	2,071,638
Pfizer, Inc.			200,382	7,023,389	94,110	3,298,556	294,492	10,321,945
Schering-Plough Inc.			47,900	776,938	0	0	47,900	776,938
Watson Pharmaceuticals, Inc.*			0	0	18,600	795,894	18,600	795,894
Wyeth Inc.			15,400	578,270	0	0	15,400	578,270
				27,224,233		6,398,174		33,622,407
Production Technology Equipment	0.29	%
August Technology Corp.*			32,400	486,000	0	0	32,400	486,000
Lam Research Corp. *			87,200	2,198,312	0	0	87,200	2,198,312
Phase Metrics Inc.*			50,574	14,161	0	0	50,574	14,161
				2,698,473		0		2,698,473

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Publishing & Printing	0.55	%
The McGraw-Hill Cos., Inc.			0	0	10,000	761,400	10,000	761,400
News Corp. Ltd. ADR			59,200	2,130,016	0	0	59,200	2,130,016
Reader’s Digest Association Inc. Cl. A			57,600	811,008	0	0	57,600	811,008
RR Donnelley & Sons Co.			42,700	1,291,675	0	0	42,700	1,291,675
Sullivan Holdings Inc.*			149	74,088	0	0	149	74,088
				4,306,787		761,400		5,068,187
Railroad & Shipping	0.22	%
Burlington Northern Santa Fe Corp.			19,000	598,500	21,500	677,250	40,500	1,275,750
United Parcel Service, Inc. - Class B			0	0	10,700	747,288	10,700	747,288
				598,500		1,424,538		2,023,038
Real Estate	0.14	%
Simon Property Group, Inc.			0	0	6,400	374,016	6,400	374,016
Boston Properties Inc.			16,300	885,253	0	0	16,300	885,253
				885,253		374,016		1,259,269
Restaurants	0.62	%
Darden Restaurants Inc.			45,300	1,122,987	0	0	45,300	1,122,987
Krispy Kreme Doughnuts Inc.*			17,700	607,818	0	0	17,700	607,818
McDonald’s Corp.			59,000	1,685,630	26,000	742,820	85,000	2,428,450
P.F. Chang’s China Bistro Inc.*			14,400	724,464	0	0	14,400	724,464
Starbucks Corp.*			22,000	830,500	0	0	22,000	830,500
				4,971,399		742,820		5,714,219
Retail Merchandising	2.90	%
Abercrombie & Fitch Co.			20,700	700,488	0	0	20,700	700,488
AutoZone Inc.*			22,500	1,934,325	0	0	22,500	1,934,325
Bed Bath & Beyond Inc.*			41,400	1,728,864	0	0	41,400	1,728,864
Blockbuster Inc.			58,200	1,018,500	0	0	58,200	1,018,500
Borders Group, Inc.			0	0	34,600	821,404	34,600	821,404
Costco Cos., Inc.*			0	0	14,300	537,108	14,300	537,108
CVS Corp.			32,300	1,140,190	0	0	32,300	1,140,190
Dollar General Corp.			39,600	760,320	0	0	39,600	760,320
Federated Department Stores, Inc.			24,800	1,340,440	16,300	881,015	41,100	2,221,455
Gap Inc.			42,900	940,368	0	0	42,900	940,368
Kroger Co.*			87,300	1,452,672	0	0	87,300	1,452,672
Limited Brands			77,000	1,540,000	41,700	834,000	118,700	2,374,000
Lowes Companies Inc.			26,340	1,478,464	0	0	26,340	1,478,464
Nordstrom, Inc.			29,300	1,169,070	19,000	758,100	48,300	1,927,170
Pathmark Stores Inc.*			2,667	21,283	0	0	2,667	21,283
Staples Inc.*			40,300	1,023,217	0	0	40,300	1,023,217
Target Corp.			45,700	2,058,328	0	0	45,700	2,058,328
The Home Depot, Inc.			34,100	1,273,976	20,800	777,088	54,900	2,051,064
The May Department Stores Co.			0	0	15,400	532,532	15,400	532,532
Toys “R” Us Inc.*			46,000	772,800	0	0	46,000	772,800
Wal-Mart Stores, Inc.			0	0	20,500	1,223,645	20,500	1,223,645
				20,353,305		6,364,892		26,718,197

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Securities Brokers & Dealers	0.66	%
Ameritrade Holding Corp.			75,300	1,159,620	0	0	75,300	1,159,620
Edwards AG Inc.			33,200	1,298,784	0	0	33,200	1,298,784
Janus Capital Group Inc.			66,100	1,082,718	0	0	66,100	1,082,718
Knight Trading Group Inc.*			66,300	839,358	0	0	66,300	839,358
Morgan Stanley Inc.			29,800	1,707,540	0	0	29,800	1,707,540
				6,088,020		0		6,088,020
Semiconductors & Related Devices	1.55	%
Cypress Semiconductor Corp.*			191,700	3,924,099	0	0	191,700	3,924,099
Fairchild Semiconductor International, Inc.*			51,600	1,239,948	21,100	507,033	72,700	1,746,981
Integrated Silicon Solution Inc.*			54,700	970,378	0	0	54,700	970,378
Linear Technology Corp.			65,400	2,421,108	0	0	65,400	2,421,108
LSI Logic Corp.*			0	0	65,800	614,572	65,800	614,572
ON Semiconductor Corp.*			117,500	885,950	0	0	117,500	885,950
PMC Sierra Inc.*			47,300	802,681	0	0	47,300	802,681
Sigmatel Inc.*			38,900	873,305	0	0	38,900	873,305
Texas Instruments Inc.			35,400	1,034,388	34,900	1,019,778	70,300	2,054,166
				12,151,857		2,141,383		14,293,240
Soaps & Cosmetics	0.38	%
The Procter & Gamble Co.			26,740	2,804,491	6,900	723,672	33,640	3,528,163
				2,804,491		723,672		3,528,163
Telecommunications	1.34	%
BellSouth Corp.			0	0	28,200	780,858	28,200	780,858
Centurytel Inc.			32,200	885,178	0	0	32,200	885,178
Comcast Corp.*			36,400	1,014,832	0	0	36,400	1,014,832
Nextel Communications, Inc. - Class A*			3,098	76,613	25,300	625,669	28,398	702,282
QUALCOMM, Inc.			35,000	2,324,700	13,700	909,954	48,700	3,234,654
SBC Communications Inc.			70,500	1,730,070	0	0	70,500	1,730,070
Sprint Corp. (Fon Group)			0	0	29,100	536,313	29,100	536,313
Verizon Communications, Inc.			46,400	1,695,456	36,700	1,341,018	83,100	3,036,474
Western Wireless Corp.*			17,200	401,964	0	0	17,200	401,964
				8,128,813		4,193,812		12,322,625
Textiles	0.10	%
Coach Inc.*			22,360	916,536	0	0	22,360	916,536
				916,536		0		916,536

	Pro Forma Combined % of Market Value		SSR Asset Allocation		BlackRock Balanced		Pro Forma Combined
			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
Tobacco	0.32	%
Altria Group, Inc.			18,700	1,018,215	21,900	1,192,455	40,600	2,210,670
R.J. Reynolds Tobacco Co.			11,600	701,800	0	0	11,600	701,800
				1,720,015		1,192,455		2,912,470
Transportation	0.42	%
CNF Transportation Inc.			35,140	1,180,704	0	0	35,140	1,180,704
Frontline Ltd.*			12,400	357,740	0	0	12,400	357,740
OMI Corp.*			50,000	572,000	0	0	50,000	572,000
Ryder Systems, Inc.			0	0	13,500	522,855	13,500	522,855
Stolt Nielsen SA*			13,000	176,260	0	0	13,000	176,260
Yellow Roadway Corp.*			32,100	1,080,807	0	0	32,100	1,080,807
				3,367,511		522,855		3,890,366
Total Common Stocks & Equity Interest
SSR Asset Allocation (Cost $309,699,372) BLK Balanced (Cost $71,288,004)				364,175,470		97,503,750		461,679,220

			Shares/ Par	Market Value		Shares/ Par	Market Value		Shares/ Par	Market Value
			in (000)			in (000)			in (000)
Fixed Income Securities	49.87	%
U.S. Government & Agency Obligations	5.01	%
Federal Home Loan Mortgage Corp., Unsecured Notes
3.50% 04/01/2008			0	$	0	200	$	202,015	200	$	202,015
3.88% 11/08-01/09			0		0	1,400		1,423,930	1,400		1,423,930
4.12% 02/24/2011			0		0	175		175,448	175		175,448
4.62% 05/28/2013			0		0	150		149,653	150		149,653
5.75% 04/15/2008			0		0	200		222,986	200		222,986
6.62% 09/15/2009			0		0	150		174,831	150		174,831
Federal National Mortgage Association, Unsecured Notes
1.75% 06/16/2006			0		0	90		89,516	90		89,516
3.75% 09/15/2008			0		0	175		177,829	175		177,829
5.25% 04/15/2007			0		0	470		510,640	470		510,640
6.00% 05/15/2008			0		0	625		702,562	625		702,562
6.62% 10/15/2007			0		0	300		341,249	300		341,249
7.12% 06/15/2010			0		0	290		348,267	290		348,267
7.25% 01/15/2010			0		0	375		450,832	375		450,832
Resolution Funding Corp. Strip Bonds
6.29% 07/15/2018			0		0	150		73,829	150		73,829
6.30% 10/15/2018			0		0	150		72,643	150		72,643
Small Business Administration Participation Certificates, Series 97-20F, Class 1
7.20% 06/01/2017			0		0	1,183		1,317,805	1,183		1,317,805
Small Business Investment Cos. Pass-Through, Series 97-P10C, Class 1
6.85% 08/01/2007			0		0	584		639,518	584		639,518
U.S. Treasury Bonds
6.25% 05/15/2030			2,550		3,078,628	0		0	2,550		3,078,628
6.25% 08/15/2023			1,825		2,169,967	0		0	1,825		2,169,967
7.25% 05/15/2016			1,425		1,839,809	0		0	1,425		1,839,809
8.875% 02/15/2019			2,075		3,075,052	0		0	2,075		3,075,052
10.38% 11/15/2012			0		0	295		377,104	295		377,104
5.38% 02/15/2031			0		0	1,200		1,308,000	1,200		1,308,000
6.00% 02/15/2026			0		0	220		255,062	220		255,062
6.75% 08/15/2026			0		0	640		809,200	640		809,200
8.12% 08/15/2019			0		0	425		596,212	425		596,212
U.S. Treasury Notes
4.00% 11/15/2012			6,525		6,691,185	0		0	6,525		6,691,185
4.25% 11/15/2013			875		905,112	0		0	875		905,112
5.00% 08/15/2011			500		550,957	0		0	500		550,957
5.625% 05/15/2008			1,800		2,022,046	0		0	1,800		2,022,046
6.50% 02/15/2010			3,100		3,675,196	0		0	3,100		3,675,196
7.00% 07/15/2006			8,250		9,228,401	0		0	8,250		9,228,401
1.50% 03/31/2006			0		0	25		24,961	25		24,961
2.25% 02/15/2007			0		0	525		529,471	525		529,471
2.62% 03/15/2009			0		0	975		967,992	975		967,992
4.00% 02/15/2014			0		0	520		526,825	520		526,825
4.88% 02/15/2012			0		0	380		414,809	380		414,809
Total U.S. Government & Agency Obligations					33,236,353			12,883,189			46,119,542
Mortgage Pass-Throughs	7.02	%
Federal Home Loan Mortgage Corp.
3.75% 03/15/2011			700		717,594	0		0	700		717,594
4.00% 03/15/2010			225		231,766	0		0	225		231,766
4.00% 07/15/2014			625		641,746	0		0	625		641,746
6.00% 02/01/2033			0		0	457		475,487	457		475,487
8.50% 07/01/2009			32		33	0		0	32		33
Federal Home Loan Mortgage Corp. Gold
4.00% 05/01/2018			0		0	96		95,125	96		95,125
5.00% 04/15/2034			0		0	500		502,344	500		502,344
5.50% 08/33-10/33			0		0	178		183,010	178		183,010
6.00% 04/13-04/34			0		0	766		801,678	766		801,678
6.50% 01/29-04/34			0		0	274		287,492	274		287,492
7.50% 09/01/2027			0		0	1		934	1		934
8.00% 08/08-08/27			0		0	71		76,933	71		76,933
Federal National Mortgage Association
0.54% 11/25/2012			6,873		270,233	0		0	6,873		270,233
3.50% 04/25/2007			750		766,875	0		0	750		766,875
4.00% 04/20/2019			775		768,946	0		0	775		768,946
4.50% 04/20/2019			2,550		2,581,079	0		0	2,550		2,581,079
4.50% 04/25/2009			1,500		1,544,073	0		0	1,500		1,544,073
5.00% 04/15/2034			6,850		6,879,969	0		0	6,850		6,879,969
5.00% 04/20/2019			4,100		4,214,029	0		0	4,100		4,214,029
5.50% 04/15/2034			4,700		4,814,563	0		0	4,700		4,814,563
5.50% 04/20/2019			1,375		1,432,148	0		0	1,375		1,432,148
5.50% 05/18/2019			1,400		1,455,563	0		0	1,400		1,455,563
5.50% 06/14/2034			3,825		3,895,525	0		0	3,825		3,895,525
6.00% 04/15/2034			1,700		1,769,063	0		0	1,700		1,769,063
6.00% 04/20/2019			2,550		2,683,875	0		0	2,550		2,683,875
6.00% 05/01/2017			560		589,785	0		0	560		589,785
6.50% 04/15/2034			2,450		2,573,264	0		0	2,450		2,573,264
6.50% 04/20/2019			1,450		1,541,531	0		0	1,450		1,541,531
6.50% 05/01/2029			308		324,421	0		0	308		324,421

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
6.50% 12/01/2029			576	606,800	0	0	576	606,800
7.00% 04/15/2034			1,175	1,246,969	0	0	1,175	1,246,969
7.00% 08/01/2014			247	263,862	0	0	247	263,862
7.00% 09/01/2014			370	395,865	0	0	370	395,865
7.50% 01/01/2031			1,003	1,075,052	0	0	1,003	1,075,052
7.50% 07/01/2029			354	380,051	0	0	354	380,051
7.50% 10/01/2025			0	11	0	0	0	11
8.00% 04/01/2008			33	35,191	0	0	33	35,191
8.00% 06/01/2008			43	46,037	0	0	43	46,037
8.50% 02/01/2009			42	45,165	0	0	42	45,165
4.00% 09/01/2018			0	0	98	97,105	98	97,105
4.50% 09/18-04/19			0	0	525	526,290	525	526,290
5.00% 03/18-04/34			0	0	2,385	2,426,143	2,385	2,426,143
5.50% 04/17-04/34			0	0	2,159	2,220,134	2,159	2,220,134
6.00% 09/11-11/32			0	0	143	159,295	143	159,295
6.50% 11/10-09/32			0	0	1,082	1,142,793	1,082	1,142,793
7.00% 08/08-10/32			0	0	561	597,840	561	597,840
7.50% 02/01/2030			0	0	20	21,862	20	21,862
Government National Mortgage Association
5.00% 10/20/2033			2,037	2,051,691	0	0	2,037	2,051,691
5.50% 04/22/2034			2,975	3,059,603	0	0	2,975	3,059,603
6.00% 02/20/2034			796	830,773	0	0	796	830,773
6.00% 09/20/2033			492	513,634	0	0	492	513,634
6.00% 10/20/2033			784	820,803	0	0	784	820,803
6.00% 11/20/2033			1,039	1,083,723	0	0	1,039	1,083,723
6.50% 02/15/2009			89	95,510	0	0	89	95,510
6.50% 06/15/2009			34	36,644	0	0	34	36,644
6.50% 07/15/2009			195	208,245	0	0	195	208,245
6.50% 11/15/2028			667	705,783	0	0	667	705,783
7.00% 01/15/2025			154	165,770	0	0	154	165,770
7.00% 11/15/2028			298	318,105	0	0	298	318,105
7.00% 11/15/2028			22	22,952	0	0	22	22,952
7.50% 11/15/2010			11	11,371	0	0	11	11,371
7.50% 12/15/2010			104	112,094	0	0	104	112,094
5.50% 08/15/2033			0	0	94	97,249	94	97,249
6.00% 10/23-06/32			0	0	641	672,782	641	672,782
6.50% 01/24-04/34			0	0	80	88,762	80	88,762
7.00% 09/31-05/32			0	0	184	195,660	184	195,660
7.50% 11/29-12/29			0	0	10	10,373	10	10,373
MLCC Mortgage Investors, Inc., Series 95-C2 (IO)
10.40% 06/15/2021			0	0	4,591	86,075	4,591	86,075
Total Mortgage Pass-Throughs				53,827,785		10,765,366		64,593,151
Multiple Class Mortgage Pass-Throughs	0.03	%
Salomon Brothers Mortgage Securities VI
7.00% 02/17/2017			0	0	95	21,035	95	21,035
7.00% 02/17/2017			0	0	106	98,275	106	98,275
6.00% 03/06/2017			0	0	76	17,625	76	17,625
6.00% 03/06/2017			0	0	76	68,703	76	68,703
Structured Asset Securities Corp., Series 96-CFL, Class X1 (IO)
5.05% 02/25/2028			0	0	1,458	87,500	1,458	87,500
Total Multiple Class Mortgage Pass-Throughs				0		293,138		293,138

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Commercial Mortgage Backed Securities	0.17	%
Bank of America Alternative Loan Trust, Series 03-5, Class 2A1
5.00% 07/25/2018			0	0	366	373,013	366	373,013
Citicorp Mortgage Securities, Inc., Series 01-11, Class 2A
6.25% 07/25/2016			0	0	102	102,508	102	102,508
Countrywide Alternative Loan Trust, Series 04-2CB, Class 4A1
5.00% 02/15/2019			0	0	197	199,473	197	199,473
Mastr Alternative Loans Trust, Series 04-4, Class 1A1
5.50% 04/25/2034			0	0	200	207,250	200	207,250
Mortgage Capital Funding, Inc., Series 98-MC2, Class B
6.55% 06/18/2030			0	0	295	332,116	295	332,116
Salomon Brothers Mortgage Securities VII, Series 00-C1, Class A2
7.52% 12/18/2009			0	0	285	337,237	285	337,237
Washington Mutual Mortgage Securities Corp., Series 02-MS12, Class A
6.50% 05/25/2032			0	0	34	34,229	34	34,229
Total Commercial Mortgage Backed Securities				0		1,585,826		1,585,826
Finance/Mortgage	9.30	%
ACE Securities Corp. Note 1999-LB2 Cl. M2
2.34% 08/25/2030			119	119,047	0	0	119	119,047
AIG Sunamerica Global Financing Sr. Note
6.90% 03/15/2032			175	205,825	0	0	175	205,825
Allstate Financial Global Funding LLC Note
2.50% 06/20/2008			325	318,307	0	0	325	318,307
AmeriCredit Automobile Recreation Trust 2002-D A4
3.40% 04/13/2009			350	358,756	0	0	350	358,756
Artesia Mortgage Securities Inc. Note 1998-C1
6.78% 06/25/2030			150	167,025	0	0	150	167,025
Bank of America Corp. Sub. Note
7.40% 01/15/2011			450	540,148	0	0	450	540,148
Bank of America Institutional Bond
8.07% 12/31/2026			225	259,902	0	0	225	259,902

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Bank One Issuance Trust Note 2002-C3
3.76% 08/15/2008	300	307,663	0	0	300	307,663
Bear Stearns Commercial Mortgage Securities Inc.
6.08% 02/15/2035	1,078	1,176,327	0	0	1,078	1,176,327
5.92% 10/15/2036	248	274,191	0	0	248	274,191
7.08% 07/15/2031	250	291,434	0	0	250	291,434
7.32% 10/15/2032	475	565,179	0	0	475	565,179
Capital Auto Receivables Trust Note
4.16% 07/16/2007	300	307,684	0	0	300	307,684
Caterpillar Financial Asset Trust Note 2001-A Cl. A3
4.85% 04/25/2007	130	130,830	0	0	130	130,830
Centex Home Equity Loan Trust Note 2003-B Cl. M3
4.19% 06/25/2033	475	501,174	0	0	475	501,174
Chase Commercial Mortgage Securities Corp. Note 1998-2 Cl. A2
6.39% 11/18/2030	300	338,849	0	0	300	338,849
Chase Funding NIM Trust Note
5.00% 01/27/2035	199	198,869	0	0	199	198,869
3.75% 03/27/2035	187	186,501	0	0	187	186,501
Chase Manhattan Auto Owner Trust Note
3.80% 05/15/2008	125	127,529	0	0	125	127,529
4.17% 09/15/2008	727	744,403	0	0	727	744,403
3.49% 03/15/2006	119	119,225	0	0	119	119,225
2.43% 02/16/2010	1,500	1,509,818	0	0	1,500	1,509,818
CIT Group Inc. Note
4.13% 02/21/2006	275	285,677	0	0	275	285,677
Citibank Credit Card Issuance Trust Note
7.45% 09/15/2007	150	161,886	0	0	150	161,886
4.10% 12/07/2006	275	280,300	0	0	275	280,300
1.58% 12/10/2008	500	504,026	0	0	500	504,026
6.65% 05/15/2008	575	624,312	0	0	575	624,312
Citigroup Inc. Sub. Note
7.25% 10/01/2010	800	952,770	0	0	800	952,770
Commercial Mortgage Acceptance Corp. Note
6.49% 09/15/2030	275	309,561	0	0	275	309,561
5.44% 09/15/2030	950	868,504	0	0	950	868,504
Countrywide Asset-Backed Securities Inc. Note
2.24% 12/25/2031	75	75,301	0	0	75	75,301
3.09% 09/25/2032	300	309,447	0	0	300	309,447
4.59% 11/25/2031	250	259,587	0	0	250	259,587
2.74% 03/26/2033	875	894,577	0	0	875	894,577
1.21% 05/25/2018	130	130,439	0	0	130	130,439
3.99% 07/25/2032	1,500	1,579,645	0	0	1,500	1,579,645
1.22% 10/25/2019	552	551,951	0	0	552	551,951
2.84% 06/25/2033	650	662,210	0	0	650	662,210
Countrywide Home Loan Inc. Note
6.21% 09/19/2031	685	689,524	0	0	685	689,524

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
4.82% 09/19/2032	114	117,396	0	0	114	117,396
4.04% 06/25/2033	892	892,799	0	0	892	892,799
4.66% 02/19/2034	249	252,260	0	0	249	252,260
Crestar Capital Trust Note
8.16% 12/15/2026	175	206,235	0	0	175	206,235
Delta Airlines Inc. Note
6.42% 07/02/2012	200	215,441	0	0	200	215,441
Distribution Financial Services Note
4.74% 05/15/2013	10	9,727	0	0	10	9,727
5.67% 01/17/2017	150	154,678	0	0	150	154,678
DLJ Commercial Mortgage Corp. Note
6.46% 03/10/2032	150	169,837	0	0	150	169,837
6.11% 06/10/2031	116	118,978	0	0	116	118,978
EOP Operating LP Note
6.80% 01/15/2009	775	886,992	0	0	775	886,992
ERAC USA Finance Co. Note
8.25% 05/01/2005	450	479,538	0	0	450	479,538
6.63% 05/15/2006	225	244,283	0	0	225	244,283
ERP Operating LP Note
6.63% 04/13/2005	600	630,180	0	0	600	630,180
First National Bank Sub. Note
7.38% 09/15/2006	125	140,953	0	0	125	140,953
First Union Capital Bond
7.94% 01/15/2027	150	175,837	0	0	150	175,837
First Union Lehman Brothers, Series 1998-C8 CI. A1
6.28% 11/18/2035	137	142,907	0	0	137	142,907
Fleet Commercial Loan Note
3.22% 11/16/2009	750	751,192	0	0	750	751,192
2.02% 11/16/2009	475	475,385	0	0	475	475,385
Ford Credit Auto Owner Trust Note
4.36% 09/15/2006	275	283,391	0	0	275	283,391
4.79% 11/15/2006	525	545,033	0	0	525	545,033
1.50% 08/15/2007	325	326,930	0	0	325	326,930
4.18% 01/15/2008	75	76,335	0	0	75	76,335
General Electric Business Loan Trust Note
1.52% 04/15/2031	355	355,787	0	0	355	355,787
2.39% 04/15/2031	142	141,986	0	0	142	141,986
2.09% 11/15/2031	1,178	1,174,144	0	0	1,178	1,174,144
General Electric Capital Corp. Global Note
6.75% 03/15/2032	150	173,275	0	0	150	173,275
General Electric Capital Corp. Note
6.13% 02/22/2011	975	1,100,219	0	0	975	1,100,219
General Motors Acceptance Corp. Note

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
7.25% 03/02/2011	650	721,356	0	0	650	721,356
8.00% 11/01/2031	400	442,742	0	0	400	442,742
GGP Mall Properties Trust Note
5.56% 11/15/2011	504	538,242	0	0	504	538,242
2.39% 02/15/2014	116	116,596	0	0	116	116,596
Goldman Sachs Group Inc. Note
6.88% 01/15/2011	625	726,174	0	0	625	726,174
Grace Church Card Funding PLC Note
2.02% 08/15/2008	750	750,585	0	0	750	750,585
Granite Mortgage Trust Note
2.01% 03/20/2044	500	500,000	0	0	500	500,000
GSR Mortgage Loan Trust Note 2002-9 Cl. B2
5.26% 10/25/2032	166	170,340	0	0	166	170,340
Hedged Mutual Fund Fee Trust Note 2003-1 Cl. 2
5.22% 11/30/2010	159	158,685	0	0	159	158,685
HFG HealthCo. LLC Note
2.42% 06/05/2007	125	124,460	0	0	125	124,460
2.22% 06/05/2007	200	197,542	0	0	200	197,542
Holmes Financing Series Note
2.57% 07/15/2040	180	180,000	0	0	180	180,000
1.87% 07/15/2040	150	150,000	0	0	150	150,000
1.73% 07/15/2040	250	250,000	0	0	250	250,000
Household Finance Corp. Note
6.38% 10/15/2011	225	255,118	0	0	225	255,118
6.38% 11/27/2012	1,050	1,188,159	0	0	1,050	1,188,159
IMPAC Commercial Mortgage Trust Note
3.29% 06/25/2032	283	284,972	0	0	283	284,972
5.58% 11/25/2032	79	81,505	0	0	79	81,505
1.46% 07/25/2032	167	167,079	0	0	167	167,079
1.55% 03/25/2033	103	103,487	0	0	103	103,487
1.84% 08/25/2033	229	231,012	0	0	229	231,012
2.74% 08/25/2033	136	138,100	0	0	136	138,100
2.29% 03/25/2034	296	296,086	0	0	296	296,086
1.46% 10/25/2031	64	63,726	0	0	64	63,726
iStar Asset Receivables Trust Note 2002-1A Cl. D
1.94% 05/28/2020	225	230,324	0	0	225	230,324
J.P. Morgan Capital Trust Bond
7.54% 01/15/2027	175	195,174	0	0	175	195,174
J.P. Morgan Chase & Co. Note
6.75% 02/01/2011	575	670,491	0	0	575	670,491
J.P. Morgan Commercial Mortgage Finance Corp. Note
6.18% 10/15/2035	130	141,005	0	0	130	141,005
7.24% 09/15/2029	1,600	1,860,323	0	0	1,600	1,860,323
6.90% 02/15/2032	725	839,829	0	0	725	839,829
6.51% 10/15/2035	600	679,103	0	0	600	679,103
6.90% 02/15/2032	125	145,081	0	0	125	145,081
2.29% 02/17/2015	126	126,608	0	0	126	126,608

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
3.04% 02/17/2015	126	126,504	0	0	126	126,504
John Hancock Global Funding Note
7.90% 07/02/2010	525	638,630	0	0	525	638,630
Knollwood CDO Ltd. Note
4.32% 01/10/2039	225	225,000	0	0	225	225,000
Lehman Brothers Commercial Conduit Mortgage Trust Note
5.93% 12/15/2025	825	919,795	0	0	825	919,795
6.79% 10/12/2034	109	109,475	0	0	109	109,475
6.21% 10/15/2035	160	179,177	0	0	160	179,177
6.16% 07/14/2016	910	997,085	0	0	910	997,085
5.64% 12/15/2025	887	965,264	0	0	887	965,264
Lehman Brothers Holdings Inc. Note
6.25% 05/15/2006	200	217,662	0	0	200	217,662
Long Beach Mortgage Loan Trust Note
2.19% 02/25/2034	475	472,662	0	0	475	472,662
Manufacturers & Traders Trust Co. Note
3.85% 04/01/2008	225	227,230	0	0	225	227,230
Massachusetts Mutual Life Insurance Co. Note
5.63% 05/15/2033	425	428,933	0	0	425	428,933
MBNA Corp. Senior Medium Term Note
5.63% 11/30/2007	525	569,686	0	0	525	569,686
MBNA Credit Card Master Trust Note
2.31% 06/15/2009	475	483,813	0	0	475	483,813
6.55% 12/15/2008	350	379,691	0	0	350	379,691
Merrill Lynch & Co. Inc. Note
4.00% 11/15/2007	125	130,093	0	0	125	130,093
3.70% 04/21/2008	175	178,785	0	0	175	178,785
Morgan Stanley Capital Inc. Note
4.75% 04/01/2014	750	737,701	0	0	750	737,701
7.22% 07/15/2029	661	737,727	0	0	661	737,727
5.91% 11/15/2031	321	343,081	0	0	321	343,081
6.21% 11/15/2031	475	532,427	0	0	475	532,427
Morgan Stanley Dean Witter Inc.
7.00% 02/15/2033	125	145,794	0	0	125	145,794
5.38% 01/15/2039	879	950,124	0	0	879	950,124
NationsLink Funding Corp. Note
6.48% 08/20/2030	225	254,253	0	0	225	254,253
6.80% 08/20/2030	125	142,657	0	0	125	142,657
7.12% 08/20/2030	975	1,085,208	0	0	975	1,085,208
7.50% 06/20/2031	175	203,985	0	0	175	203,985
Nissan Auto Receivables Owners Trust Note
2.23% 03/15/2007	1,250	1,261,406	0	0	1,250	1,261,406
Nomura Asset Securities Corp. Note
6.00% 03/15/2030	1,000	978,445	0	0	1,000	978,445
6.59% 03/15/2030	875	992,714	0	0	875	992,714

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Northwest Airlines Inc. Note 2001-1 Cl. G
8.07% 10/01/2019	291	324,459	0	0	291	324,459
Option One Mortgage Loan Trust Note
3.99% 08/25/2033	125	129,127	0	0	125	129,127
1.84% 11/25/2032	150	151,267	0	0	150	151,267
2.79% 11/25/2032	350	355,741	0	0	350	355,741
3.04% 02/25/2033	150	153,365	0	0	150	153,365
2.79% 04/25/2033	150	153,649	0	0	150	153,649
2.69% 06/25/2033	375	383,051	0	0	375	383,051
1.41% 04/25/2033	255	255,450	0	0	255	255,450
2.74% 07/25/2033	350	357,478	0	0	350	357,478
PNC Mortgage Acceptance Corp. Note
7.05% 10/12/2033	372	413,215	0	0	372	413,215
7.30% 10/12/2033	840	993,971	0	0	840	993,971
PSE&G Transitions Funding LLC Note
5.98% 06/15/2008	600	642,590	0	0	600	642,590
5.74% 03/15/2007	104	106,800	0	0	104	106,800
Residential Asset Security Mortgage Corp. Note
1.25% 02/25/2021	1,093	1,093,411	0	0	1,093	1,093,411
1.24% 10/25/2021	56	55,703	0	0	56	55,703
4.99% 02/25/2027	769	772,445	0	0	769	772,445
1.34% 07/25/2032	262	262,967	0	0	262	262,967
2.84% 01/25/2033	625	636,231	0	0	625	636,231
2.84% 04/25/2033	425	434,073	0	0	425	434,073
5.50% 04/25/2033	425	430,355	0	0	425	430,355
2.44% 12/25/2033	1,000	1,008,483	0	0	1,000	1,008,483
2.29% 01/25/2034	1,250	1,259,430	0	0	1,250	1,259,430
2.89% 04/25/2034	400	400,000	0	0	400	400,000
Russell Corp. Note
9.25% 05/01/2010	1,000	1,062,500	0	0	1,000	1,062,500
Safeco Capital Trust Note
8.07% 07/15/2037	425	487,892	0	0	425	487,892
Salomon Brothers Mortgage Trust Note 2001 Cl.
6.13% 02/18/2034	175	190,750	0	0	175	190,750
Simon Property Group LP Note
7.38% 01/20/2006	400	438,400	0	0	400	438,400
Structured Asset Investment Loan Trust Note
1.19% 04/25/2033	75	75,440	0	0	75	75,440
3.04% 04/25/2033	150	152,491	0	0	150	152,491
1.22% 07/25/2033	844	843,794	0	0	844	843,794
Structured Asset Securities Corp. Note
3.14% 01/25/2032	750	753,986	0	0	750	753,986
6.73% 01/25/2032	102	106,548	0	0	102	106,548
2.19% 06/25/2032	575	576,764	0	0	575	576,764
2.24% 07/25/2032	525	527,024	0	0	525	527,024
2.29% 07/25/2032	250	251,370	0	0	250	251,370
1.30% 11/25/2032	70	70,244	0	0	70	70,244
1.52% 01/25/2033	161	161,677	0	0	161	161,677
5.51% 02/25/2033	224	232,639	0	0	224	232,639
3.04% 04/25/2033	350	355,438	0	0	350	355,438

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Union Planters Bank Note
5.13% 06/15/2007			150	163,220	0	0	150	163,220
4.38% 12/01/2010			225	229,860	0	0	225	229,860
USA Education Note
5.63% 04/10/2007			250	273,483	0	0	250	273,483
Vornado Realty Trust Sr. Note
5.63% 06/15/2007			650	708,469	0	0	650	708,469
Wachovia Bank Commercial Mortgage Trust Note
2.99% 06/15/2035			1,141	1,115,284	0	0	1,141	1,115,284
1.00% 03/15/2014			250	250,000	0	0	250	250,000
1.44% 03/15/2015			1,500	1,500,388	0	0	1,500	1,500,388
Washington Mutual Inc. Note
4.13% 03/25/2033			300	301,959	0	0	300	301,959
3.93% 04/25/2033			300	304,726	0	0	300	304,726
3.42% 05/25/2033			850	853,222	0	0	850	853,222
3.70% 06/25/2033			850	859,106	0	0	850	859,106
4.25% 08/25/2033			399	392,432	0	0	399	392,432
3.99% 10/25/2033			1,350	1,358,030	0	0	1,350	1,358,030
4.55% 03/25/2034			1,249	1,256,511	0	0	1,249	1,256,511
Wells Fargo Bank N. A. Sub Note
6.45% 02/01/2011			375	431,245	0	0	375	431,245
Western Massachusetts Electrical Co. Note 2001-1 Cl. A
6.53% 06/01/2015			1,260	1,428,841	0	0	1,260	1,428,841
Whole Auto Loan Trust Note 2002-1 Cl. A2
1.88% 06/15/2005			87	87,245	0	0	87	87,245
WMC Finance Co. Note
11.75% 12/15/2008			500	535,000	0	0	500	535,000
Total Finance/Mortgage				85,578,271		0		85,578,271
Asset Backed Securities	0.30	%
Citibank Credit Card Issuance Trust, Series 03-A6, Class A6
2.90% 05/17/2010			0	0	250	249,961	250	249,961
Citibank Credit Card Issuance Trust, Series 04-1, Class A1
2.53% 01/20/2009			0	0	450	452,992	450	452,992
Discover Card Master Trust I, Series 99-5, Class A
1.27% 12/18/2006			0	0	425	425,143	425	425,143
Green Tree Financial Corp., Series 96-6, Class A6
7.95% 09/15/2027			0	0	592	649,887	592	649,887
Green Tree Financial Corp., Series 96-7, Class A6
7.65% 10/15/2027			0	0	573	627,574	573	627,574
Sears Credit Account Master Trust, Series 02-5, Class A
1.47% 10/15/2027			0	0	375	376,875	375	376,875
Total Asset Backed Securities				0		2,782,432		2,782,432

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Foreign	0.05	%
Pemex Project Funding Master Trust Note
7.38% 12/15/2014			200	222,500	0	0	200	222,500
Petronas Capital Ltd. Note
7.88% 05/22/2022			200	239,560	0	0	200	239,560
Total Foreign				462,060		0		462,060
Foreign Government	2.65	%
Canada Government
3.50% 06/01/2005			1,000	775,675	0	0	1,000	775,675
Republic of Germany
5.00% 08/19/2005			600	767,051	0	0	600	767,051
Japan Government Note
0.10% 10/20/2005			120,000	1,152,404	0	0	120,000	1,152,404
Banque Centrale De Tunisie Note
7.38% 04/25/2012			100	116,250	0	0	100	116,250
Corporacion Andina deFomento Note
6.88% 03/15/2012			125	143,508	0	0	125	143,508
Corporacion Nacional DelCobre Note
5.50% 10/15/2013			225	237,068	0	0	225	237,068
Export-Import Bank of Korea Note
5.25% 02/10/2014			250	258,869	0	0	250	258,869
Korea Development Bank Note
3.88% 03/02/2009			150	151,191	0	0	150	151,191
Malaysia Government Bond
7.50% 07/15/2011			175	210,368	0	0	175	210,368
Petroleos Mexicanos Note
6.50% 02/01/2005			425	441,575	0	0	425	441,575
Republic of Argentina
1.23% 08/03/2012			4,925	3,302,213	0	0	4,925	3,302,213
Republic of Brazil
8.00% 04/15/2014			2,340	2,281,187	0	0	2,340	2,281,187
Republic of Chile
5.63% 07/23/2007			425	461,168	0	0	425	461,168
Republic of Ecuador
7.00% 08/15/2030			3,125	2,765,625	0	0	3,125	2,765,625
Republic of Peru
5.00% 09/06/2004			1,547	1,430,975	0	0	1,547	1,430,975
Republic of Philippines
8.38% 03/12/2009			1,500	1,578,750	0	0	1,500	1,578,750
Republic of South Africa
9.13% 05/19/2009			425	523,281	0	0	425	523,281
Republic of Turkey
9.50% 01/15/2014			800	944,000	0	0	800	944,000

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Republic of Ukraine
7.65% 06/11/2013			1,600	1,668,000	0	0	1,600	1,668,000
Republic of Uruguay
7.50% 03/15/2015			1,700	1,466,250	0	0	1,700	1,466,250
Republic of Venezuela
10.75% 09/19/2013			1,650	1,724,250	0	0	1,650	1,724,250
Russian Federation
8.25% 03/31/2010			925	1,049,875	0	0	925	1,049,875
State of Qatar Bond
9.75% 06/15/2030			125	180,000	0	0	125	180,000
United Mexican States
6.63% 03/03/2015			325	353,925	0	0	325	353,925
8.00% 09/24/2022			200	231,000	0	0	200	231,000
8.30% 08/15/2031			175	205,625	0	0	175	205,625
Total Foreign Government				24,420,083		0		24,420,083
Corporate Bonds	8.47	%
Aerospace	0.03	%
Lockheed Martin Corp., Senior Debentures
8.50% 12/01/2029			0	0	85	113,973	85	113,973
Northrop Grumman Corp., Debentures
7.88% 03/01/2026			0	0	75	93,424	75	93,424
Raytheon Co., Unsecured Notes
4.85% 01/15/2011			0	0	35	36,138	35	36,138
				0		243,535		243,535
Banks	0.18	%
Bank of America Corp., Senior Notes
5.88% 02/15/2009			0	0	45	50,214	45	50,214
4.38% 12/01/2010			0	0	25	25,767	25	25,767
Bank of America Corp., Senior Unsecured Notes
5.25% 02/01/2007			0	0	25	26,978	25	26,978
Bank of America Corp., Subordinated Notes
7.40% 01/15/2011			0	0	130	156,043	130	156,043
Barclays Bank PLC, Capital Securities
8.55% 09/29/2049			0	0	150	188,474	150	188,474
Depfa ACS Bank, Senior Notes
3.62% 10/29/2008			0	0	300	307,350	300	307,350
HBOs Treasury Services PLC, Unsecured Notes
3.12% 01/12/2007			0	0	50	51,040	50	51,040
HSBC Bank USA, Subordinated Notes
4.62% 04/01/2014			0	0	100	99,494	100	99,494
J.P. Morgan Chase & Co., Senior Unsecured Notes
5.35% 03/01/2007			0	0	50	54,160	50	54,160
5.25% 05/30/2007			0	0	25	26,997	25	26,997
3.62% 05/01/2008			0	0	35	35,824	35	35,824

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
3.50% 03/15/2009			0	0	60	60,387	60	60,387
J.P. Morgan Chase & Co., Subordinated Notes
6.75% 02/01/2011			0	0	60	69,341	60	69,341
U.S. Bank NA, Senior Bank Notes
2.87% 02/01/2007			0	0	250	252,290	250	252,290
U.S. Bancorp, Senior Unsecured Notes
3.95% 08/23/2007			0	0	15	15,628	15	15,628
Wachovia Corp., Unsecured Notes
3.62% 02/17/2009			0	0	65	66,072	65	66,072
Wells Fargo & Co., Subordinated Notes
7.80% 06/15/2010			0	0	50	53,467	50	53,467
Wells Fargo & Co., Unsecured Notes
3.50% 04/04/2008			0	0	35	35,863	35	35,863
3.12% 04/01/2009			0	0	75	74,635	75	74,635
				0		1,650,024		1,650,024
Beverages & Bottling	0.00	%
Cadbury Schweppes PLC, Unsecured Notes
5.12% 10/01/2013			0	0	25	25,866	25	25,866
				0		25,866		25,866
Chemicals	0.02	%
Dow Chemical Co., Debentures
7.38% 11/01/2029			0	0	5	5,829	5	5,829
Dow Chemical Co., Senior Debentures
5.97% 01/15/2009			0	0	100	110,521	100	110,521
Dow Chemical Co., Senior Unsecured Notes
5.75% 12/15/2008			0	0	95	104,455	95	104,455
				0		220,805		220,805
Energy & Utilities	0.02	%
FirstEnergy Corp., Senior Unsecured Notes
7.38% 11/15/2031			0	0	30	33,272	30	33,272
Florida Power Corp., First Mortgage Bonds
6.65% 07/15/2011			0	0	100	115,722	100	115,722
Ontario Electricity Financial Corp., Senior Notes
6.10% 01/30/2008			0	0	40	44,912	40	44,912
Southern California Edison Co., Unsecured Notes
5.75% 04/01/2035			0	0	25	24,685	25	24,685
				0		218,591		218,591
Entertainment & Leisure	0.03	%
Time Warner Cos., Inc., Senior Debentures
7.57% 02/01/2024			0	0	70	80,611	70	80,611
7.62% 04/15/2031			0	0	120	140,392	120	140,392
7.70% 05/01/2032			0	0	25	29,663	25	29,663
				0		250,666		250,666

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Finance	0.38	%
Anadarko Finance Co., Senior Unsecured Notes
7.50 % 05/01/2031			0	0	20	24,330	20	24,330
ASIF Global Finance, Unsecured Notes
3.85% 11/26/2007			0	0	25	25,859	25	25,859
3.90% 10/22/2008			0	0	255	263,053	255	263,053
The Bear Stearns Cos., Inc., Senior Notes
7.00% 03/01/2007			0	0	40	44,980	40	44,980
Citigroup, Inc., Senior Unsecured Notes
3.50% 02/01/2008			0	0	150	153,258	150	153,258
Citigroup, Inc., Subordinated Notes
7.25% 10/01/2010			0	0	50	59,548	50	59,548
5.88% 02/22/2033			0	0	150	154,172	150	154,172
6.00% 10/31/2033			0	0	25	26,183	25	26,183
Conoco Global Funding Co., Senior Unsecured Notes
6.35% 10/15/2011			0	0	90	102,759	90	102,759
Credit Suisse First Boston USA, Inc., Senior Unsecured Notes
3.88% 01/15/2009			0	0	60	61,404	60	61,404
6.12% 11/15/2011			0	0	35	39,095	35	39,095
Devon Financing Corp., Senior Unsecured Notes
7.88% 9/30/2031			0	0	15	18,458	15	18,458
Diageo Finance BV, Unsecured Notes
3.88% 04/01/2011			0	0	20	19,833	20	19,833
EOP Operating LP, Unsecured Notes
4.75% 03/15/2014			0	0	60	59,071	60	59,071
General Electric Capital Corp., Senior Unsecured Notes
5.88% 02/15/2012			0	0	175	194,203	175	194,203
6.00% 06/15/2012			0	0	40	44,685	40	44,685
General Electric Capital Corp., Unsecured Notes
2.80% 01/15/2007			0	0	470	471,410	470	471,410
General Motors Acceptance Corp., Senior Unsecured Notes
6.88% 09/15/2011			0	0	100	108,439	100	108,439
Glaxosmithkline Capital, Inc., Unsecured Notes
4.38% 04/15/2014			0	0	40	39,829	40	39,829
Goldman Sachs Capital I, Capital Securities
6.34% 02/15/2034			0	0	70	71,104	70	71,104
The Goldman Sachs Group, Inc., Senior Notes
6.12% 02/15/2033			0	0	45	46,399	45	46,399

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
The Goldman Sachs Group, Inc., Senior Unsecured Notes
7.35% 10/01/2009			0	0	15	17,762	15	17,762
6.60% 01/15/2012			0	0	55	63,033	55	63,033
The Goldman Sachs Group, Inc., Unsecured Notes
4.75% 07/15/2013			0	0	30	29,997	30	29,997
Household Finance Corp., Notes
6.38% 11/27/2012			0	0	25	28,251	25	28,251
Household Finance Corp., Senior Notes
5.88% 02/01/2009			0	0	80	88,656	80	88,656
Household Finance Corp., Senior Unsecured Notes
6.38% 10/15/2011			0	0	60	68,032	60	68,032
7.00% 05/15/2012			0	0	75	88,012	75	88,012
7.62% 05/17/2032			0	0	25	31,546	25	31,546
Household Finance Corp., Unsecured Notes
4.12% 12/15/2008			0	0	50	51,644	50	51,644
Lehman Brothers Holdings, Inc., Unsecured Notes
4.00% 01/22/2008			0	0	65	67,492	65	67,492
Morgan Stanley, Senior Unsecured Notes
5.80% 04/01/2007			0	0	50	54,620	50	54,620
3.88% 01/15/2009			0	0	160	163,214	160	163,214
6.75% 04/15/2011			0	0	25	28,878	25	28,878
Morgan Stanley, Subordinated Notes
4.75% 04/01/2014			0	0	150	147,319	150	147,319
Protective Life Secured Trust, Secured Notes
3.70% 11/24/2008			0	0	60	61,139	60	61,139
Qwest Capital Funding, Inc., Senior Unsecured Notes
7.90% 08/15/2010			0	0	30	26,700	30	26,700
SLM Corp., Unsecured Notes
5.00% 10/01/2013			0	0	75	76,946	75	76,946
Sun Life of Canada Capital Trust, Capital Securities
8.53% 05/29/2049			0	0	195	233,308	195	233,308
Swedish Export Credit Corp., Unsecured Notes
2.88% 01/26/2007			0	0	75	76,314	75	76,314
UBS Preferred Funding Trust I, Capital Securities
8.62% 10/29/2049			0	0	60	75,708	60	75,708
				0		3,506,643		3,506,643
Food & Agriculture	0.04	%
General Mills, Inc., Senior Unsecured Notes
5.12% 02/15/2007			0	0	65	69,428	65	69,428
Kellogg Co., Senior Unsecured Notes
6.60% 04/01/2011			0	0	25	28,927	25	28,927
Kraft Foods, Inc., Senior Unsecured Notes
5.62% 11/01/2011			0	0	170	184,344	170	184,344
6.25% 06/01/2012			0	0	50	56,060	50	56,060
				0		338,759		338,759
Kraft Foods, Inc., Senior Unsecured Notes
5.62% 11/01/2011			0	0	170	184,344	170	184,344
6.25% 06/01/2012			0	0	50	56,060	50	56,060
				0		338,759		338,759

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Insurance	0.00	%
Fund American Cos., Inc., Senior Notes
5.88% 05/15/2013			0	0	5	5,251	5	5,251
Pacific Life Corp., Senior Notes
6.60% 09/15/2033			0	0	20	22,041	20	22,041
				0		27,292		27,292
Manufacturing	0.00	%
General Electric Co., Senior Notes
5.00% 02/01/2013			0	0	25	26,107	25	26,107
				0		26,107		26,107
Metal & Mining	0.00	%
Alcan, Inc., Unsecured Notes
6.12% 12/15/2033			0	0	25	26,408	25	26,408
				0		26,408		26,408
Motor Vehicles	0.02	%
DaimlerChrysler North America Holding Corp., Unsecured Notes
6.50% 11/15/2013			0	0	200	216,311	200	216,311
				0		216,311		216,311
Oil & Gas	0.05	%
Anadarko Petroleum Corp., Senior Unsecured Notes
5.38% 03/01/2007			0	0	100	107,725	100	107,725
Conoco, Inc., Senior Unsecured Notes
6.95% 04/15/2029			0	0	130	151,522	130	151,522
Consolidated Natural Gas, Inc., Senior Notes
5.00% 03/01/2014			0	0	75	77,010	75	77,010
Devon Energy Corp., Senior Debentures
7.95% 04/15/2032			0	0	25	30,977	25	30,977
Kinder Morgan Energy Partners LP, Senior Unsecured Notes
7.30% 08/15/2033			0	0	25	28,852	25	28,852
Suncor Energy, Inc., Bonds
5.95% 12/01/2034			0	0	20	21,148	20	21,148
				0		417,234		417,234
Pharmaceuticals	0.01	%
Bristol-Myers Squibb Co., Senior Debentures
6.88% 08/01/2047			0	0	25	29,159	25	29,159
Wyeth, Unsecured Notes
6.50% 02/01/2034			0	0	30	31,771	30	31,771
				0		60,930		60,930

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Publishing & Printing	0.01	%
News America, Inc., Debentures
8.88% 04/26/2023			0	0	25	32,833	25	32,833
News America, Inc., Senior Debentures
7.75% 01/20/2024			0	0	25	29,572	25	29,572
				0		62,405		62,405
Retail Merchandising	0.00	%
Wal-Mart Stores, Inc., Unsecured Notes
4.12% 02/15/2011			0	0	30	30,462	30	30,462
				0		30,462		30,462
Telecommunications	0.10	%
AT&T Broadband Corp., Unsecured Notes
8.38% 03/15/2013			0	0	70	86,931	70	86,931
Comcast Cable Communications Corp., Senior Unsecured Notes
7.05% 03/15/2033			0	0	25	27,779	25	27,779
New England Telephone & Telegraph Co., Debentures
7.88% 11/15/2029			0	0	25	30,687	25	30,687
SBC Communications, Inc., Senior Unsecured Notes
5.88% 08/15/2012			0	0	50	54,494	50	54,494
TCI Communications, Inc., Senior Debentures
7.88% 08/13-02/26			0	0	67	79,414	67	79,414
TCI Communications, Inc., Senior Notes
7.12% 02/15/2028			0	0	50	55,532	50	55,532
Verizon New Jersey, Inc., Senior Debentures
5.88% 01/17/2012			0	0	205	223,200	205	223,200
Vodafone Group PLC, Senior Unsecured Notes
7.75% 02/15/2010			0	0	230	277,090	230	277,090
WorldCom, Inc., Senior Notes
6.95% 08/15/2028			0	0	175	59,500	175	59,500
WorldCom, Inc., Senior Unsecured Notes
7.38% 01/15/2006			0	0	135	45,900	135	45,900
				0		940,527		940,527
Yankee	0.10	%
British Telecommunications Group PLC, Senior Unsecured Notes
8.88% 12/15/2030			0	0	35	46,698	35	46,698

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Canadian National Railway Co., Senior Notes
6.90% 07/15/2028			0	0	95	112,307	95	112,307
Deutsche Telekom International Finance BV, Senior Unsecured Notes
8.50% 06/15/2010			0	0	25	30,659	25	30,659
8.75% 06/15/2030			0	0	85	111,438	85	111,438
Province of Quebec, Debentures
7.00% 01/30/2007			0	0	185	208,630	185	208,630
Province of Quebec, Unsecured Notes
7.38% 04/09/2026			0	0	25	31,254	25	31,254
Tyco International Group SA, Senior Notes
6.38% 06/15/2005			0	0	130	136,653	130	136,653
Tyco International Group SA, Senior Unsecured Notes
6.12% 11/01/2008			0	0	25	27,216	25	27,216
United Mexican States, Bonds
8.12% 12/30/2019			0	0	180	213,750	180	213,750
				0		918,605		918,605
Miscellaneous	7.48	%
AES Corp. Note
8.75% 05/15/2013			200	220,000	0	0	200	220,000
AES Eastern Energy L.P. Note
9.00% 01/02/2017			536	614,291	0	0	536	614,291
Allbritton Communications Co. Note
7.75% 12/15/2012			500	518,750	0	0	500	518,750
American Achievement Corp. Note
8.25% 04/01/2012			300	308,250	0	0	300	308,250
American Tower Corp. Note
7.25% 12/01/2011			750	766,875	0	0	750	766,875
ArvinMeritor Inc. Note
8.75% 03/01/2012			250	278,125	0	0	250	278,125
Associated Materials Inc. Note
9.75% 04/15/2012			450	501,750	0	0	450	501,750
11.25% 03/01/2014			525	318,937	0	0	525	318,937
AT&T Broadband Corp. Note
9.46% 11/15/2022			725	983,657	0	0	725	983,657
AT&T Wireless Services Inc. Sr. Note
8.75% 03/01/2031			225	291,826	0	0	225	291,826
Availl Inc. Note
7.63% 07/01/2011			300	321,000	0	0	300	321,000
BAE Systems Holdings Inc. Note
6.66% 09/15/2013			796	893,562	0	0	796	893,562
Boeing Co. Note
8.75% 08/15/2021			175	232,624	0	0	175	232,624

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Bombardier Capital Inc. Note
6.13% 06/29/2006	300	320,446	0	0	300	320,446
Boston Edison Co. Note
4.88% 10/15/2012	250	259,611	0	0	250	259,611
British Telecommunications PLC Note
8.88% 12/15/2030	225	300,202	0	0	225	300,202
Burlington Resources Finance Co. Note
7.20% 08/15/2031	200	238,155	0	0	200	238,155
BWAY Corp. Note
10.00% 10/15/2010	500	535,000	0	0	500	535,000
California Steel Industries Inc. Note
6.13% 03/15/2014	500	503,750	0	0	500	503,750
Cargill Inc. Note
3.63% 03/04/2009	225	226,457	0	0	225	226,457
4.38% 06/01/2013	225	220,581	0	0	225	220,581
Case New Holland Inc. Sr. Note
9.25% 08/01/2011	500	565,000	0	0	500	565,000
Charter Communication Holding LLC Note
8.63% 04/01/2009	150	123,750	0	0	150	123,750
10.25% 09/15/2010	300	309,000	0	0	300	309,000
Chumash Casino & Resort Enterprise Sr. Note
9.00% 07/15/2010	700	773,500	0	0	700	773,500
Cinemark Inc. Note
1.00% 03/15/2014	475	296,875	0	0	475	296,875
Comcast Corp. Note
7.05% 03/15/2033	300	333,348	0	0	300	333,348
Concentra Operating Corp. Note
9.50% 08/15/2010	375	416,250	0	0	375	416,250
Continental Airlines Inc. Note
7.37% 12/15/2015	193	169,246	0	0	193	169,246
7.88% 07/02/2018	500	497,970	0	0	500	497,970
6.70% 12/15/2022	718	707,036	0	0	718	707,036
Cox Communications Inc. Note
3.88% 10/01/2008	125	126,775	0	0	125	126,775
4.63% 06/01/2013	250	244,061	0	0	250	244,061
Crown Castle International Corp. Note
7.50% 12/01/2013	600	589,500	0	0	600	589,500
CSC Holdings Inc. Note
7.63% 04/01/2011	600	633,000	0	0	600	633,000
CSK Auto Corp. Note
7.00% 01/15/2014	500	502,500	0	0	500	502,500
DaimlerChrysler Corp. Note
8.50% 01/18/2031	350	430,428	0	0	350	430,428

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Deutsche Telekom AG Global Note
9.25% 06/01/2032	275	390,471	0	0	275	390,471
Dex Media Inc. Note
0.00% 11/15/2013	600	384,000	0	0	600	384,000
Dimon Inc. Note
7.75% 06/01/2013	675	671,625	0	0	675	671,625
DTE Energy Co. Note
6.45% 06/01/2006	350	378,100	0	0	350	378,100
Dynegy Holdings Inc. Note
6.88% 04/01/2011	600	522,000	0	0	600	522,000
Eagle Picher Inc. Note
9.75% 09/01/2013	500	547,500	0	0	500	547,500
Earle M. Jorgensen Co. Note
9.75% 06/01/2012	750	843,750	0	0	750	843,750
Eircom Funding Inc. Note
8.25% 08/15/2013	600	669,000	0	0	600	669,000
El Paso Production Holding Co. Note
7.75% 06/01/2013	250	231,875	0	0	250	231,875
Encore Acquisition Co. Note
6.25% 04/15/2014	150	150,000	0	0	150	150,000
Energy Partners Ltd. Note
8.75% 08/01/2010	600	642,000	0	0	600	642,000
Entergy Gulf States Inc. Note
3.60% 06/01/2008	300	299,304	0	0	300	299,304
Evergreen Resources Inc. Note
5.88% 03/15/2012	75	75,750	0	0	75	75,750
EXCO Resources Inc. Note
7.25% 01/15/2011	600	619,500	0	0	600	619,500
Federated Department Stores Inc. Note
8.50% 06/01/2010	325	401,565	0	0	325	401,565
FFCA Secured Lending Corp. Note
6.94% 09/18/2025	100	104,127	0	0	100	104,127
Ford Motor Co. Note
7.45% 07/16/2031	475	474,370	0	0	475	474,370
Ford Motor Credit Co. Note
7.38% 10/28/2009	1,325	1,454,378	0	0	1,325	1,454,378
Friendly Ice Cream Corp. Note
8.38% 06/15/2012	150	154,500	0	0	150	154,500
General Electric Co. Note
5.00% 02/01/2013	750	785,308	0	0	750	785,308
General Motors Corp. Note
8.25% 07/15/2023	500	558,103	0	0	500	558,103
Georgia Power Co. Note
4.88% 07/15/2007	525	561,336	0	0	525	561,336
Grief Brothers Corp. Note
8.88% 08/01/2012	650	708,500	0	0	650	708,500

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Halliburton Co. Note
5.50% 10/15/2010	275	291,263	0	0	275	291,263
Hanover Compressor Co. Note
8.63% 12/15/2010	200	215,000	0	0	200	215,000
Hanover Equipment Trust Note
0.00% 03/31/2007	750	577,500	0	0	750	577,500
Hewlett Packard Co. Note
3.63% 03/15/2008	475	485,504	0	0	475	485,504
Hexcel Corp. Note
9.88% 10/01/2008	500	556,250	0	0	500	556,250
Hines Nurseries Inc. Note
10.25% 10/01/2011	250	277,500	0	0	250	277,500
Host Marriott LP Note
7.13% 11/01/2013	450	466,875	0	0	450	466,875
Huntsman ICI Chemicals LLC Note
10.13% 07/01/2009	750	763,125	0	0	750	763,125
Hutchison Whampoa Inc. Note
6.25% 01/24/2014	325	337,187	0	0	325	337,187
IASIS Healthcare Corp. Sr. Sub. Note
8.50% 10/15/2009	400	428,000	0	0	400	428,000
Indiana Michigan Power Co. Note
6.13% 12/15/2006	325	354,510	0	0	325	354,510
Insight Midwest Note
9.75% 10/01/2009	325	338,813	0	0	325	338,813
InterLine Brands Inc. Note
11.50% 05/15/2011	400	432,000	0	0	400	432,000
International Lease Finance Corp. Note
5.75% 02/15/2007	525	573,402	0	0	525	573,402
International Paper Co. Note
6.75% 09/01/2011	775	881,314	0	0	775	881,314
IPSCO Inc. Note
8.75% 06/01/2013	750	853,125	0	0	750	853,125
ISP Chemco Inc. Note
10.25% 07/01/2011	725	821,062	0	0	725	821,062
Ispat Inland ULC Note
9.75% 04/01/2014	300	312,000	0	0	300	312,000
John Q. Hammons Note
8.88% 05/15/2012	600	667,500	0	0	600	667,500
Jostens Inc. Note
10.25% 12/01/2013	500	327,500	0	0	500	327,500
Joy Global Inc. Sr. Sub. Note
8.75% 03/15/2012	600	675,000	0	0	600	675,000
Kern River Funding Corp. Note
4.89% 04/30/2018	265	270,755	0	0	265	270,755
Kroger Co. Sr. Sub. Note
7.80% 08/15/2007	775	894,752	0	0	775	894,752

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Loral Corp. Note
7.00% 09/15/2023	150	171,389	0	0	150	171,389
Lyondell Chemical Co. Sr. Note
10.50% 06/01/2013	500	527,500	0	0	500	527,500
Mail-Well Corp. Note
7.88% 12/01/2013	475	448,875	0	0	475	448,875
Massey Energy Co. Note
6.63% 11/15/2010	400	407,000	0	0	400	407,000
Merisant Co. Sr. Sub. Note
9.50% 07/15/2013	400	394,000	0	0	400	394,000
Millar Western Forest Products Ltd. Note
7.75% 11/15/2013	200	212,500	0	0	200	212,500
Nalco Co. Note
8.88% 11/15/2013	400	417,000	0	0	400	417,000
Nash Finch Co. Note
8.50% 05/01/2008	500	492,500	0	0	500	492,500
Newark Group Inc. Note
9.75% 03/15/2014	300	295,500	0	0	300	295,500
Newmont Mining Corp. Note
8.63% 05/15/2011	250	314,138	0	0	250	314,138
News America Inc. Sr. Note
6.63% 01/09/2008	450	505,895	0	0	450	505,895
Nextel Communications Inc. Sr. Note
7.38% 08/01/2015	550	595,375	0	0	550	595,375
Nortek Holdings Inc. Note
1.00% 05/15/2011	575	437,000	0	0	575	437,000
NRG Energy Inc. Note
8.00% 12/15/2013	575	593,688	0	0	575	593,688
O’Charley’s Inc. Note
9.00% 11/01/2013	500	522,500	0	0	500	522,500
OMI Corp. Note
7.63% 12/01/2013	750	778,125	0	0	750	778,125
Perry Ellis International Inc. Note
8.88% 09/15/2013	750	780,000	0	0	750	780,000
Phillips Van Heusen Corp. Note
7.25% 02/15/2011	375	388,125	0	0	375	388,125
Ply Gem Industries Inc. Note
9.00% 02/15/2012	300	301,500	0	0	300	301,500
Prime Succession Holdings Inc. Sr. Sub. Note
0.00% 08/29/2009	11	1	0	0	11	1
Progress Energy Inc. Sr. Note
7.10% 03/01/2011	300	347,017	0	0	300	347,017
Pulte Homes Inc. Note
6.38% 05/15/2033	250	249,158	0	0	250	249,158
Qwest Capital Funding Inc. Note
7.25% 02/15/2011	300	258,000	0	0	300	258,000

	Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
	in (000)		in (000)		in (000)
Qwest Communications International Inc. Note
7.25% 02/15/2011	300	285,750	0	0	300	285,750
Reliant Resources Inc. Note
9.25% 07/15/2010	250	271,250	0	0	250	271,250
Rite Aid Corp. Note
8.13% 05/01/2010	750	802,500	0	0	750	802,500
Rogers Wireless Inc. Note
9.63% 05/01/2011	550	673,062	0	0	550	673,062
Sealy Mattress Co. Note
8.25% 06/15/2014	450	450,000	0	0	450	450,000
Sinclair Broadcast Group Inc. Sr. Sub. Note
8.75% 12/15/2011	600	664,500	0	0	600	664,500
Solo Cup Co. Note
8.50% 02/15/2014	175	181,344	0	0	175	181,344
Sprint Capital Corp. Note
8.75% 03/15/2032	325	410,767	0	0	325	410,767
Standard Commercial Corp. Note
8.00% 04/15/2012	275	285,313	0	0	275	285,313
Stena AB Note
9.63% 12/01/2012	400	454,000	0	0	400	454,000
7.50% 11/01/2013	100	104,500	0	0	100	104,500
TD Funding Corp. Note
8.38% 07/15/2011	300	318,000	0	0	300	318,000
Technical Olympic USA Inc. Note
9.00% 07/01/2010	750	815,625	0	0	750	815,625
Tekni-Plex Inc. Sr. Sub. Note
12.75% 06/15/2010	300	314,250	0	0	300	314,250
Tekni-Plex Inc. Note
8.75% 11/15/2013	500	497,500	0	0	500	497,500
Telecom De Puerto Rico Senior Note
6.65% 05/15/2006	450	487,535	0	0	450	487,535
¥vkTelecom Italia SPA Note
5.25% 11/15/2013	350	360,933	0	0	350	360,933
Telefonos De Mexico SA Note
4.50% 11/19/2008	150	153,015	0	0	150	153,015
Tenet Healthcare Corp. Note
6.38% 12/01/2011	300	259,500	0	0	300	259,500
Terex Corp. Sr. Sub. Note
9.25% 07/15/2011	425	476,000	0	0	425	476,000
Thomson Corp. Sr. Note
5.75% 02/01/2008	250	274,347	0	0	250	274,347

			Shares/ Par	Market Value	Shares/ Par	Market Value	Shares/ Par	Market Value
			in (000)		in (000)		in (000)
Time Warner Entertainment Co. Note
8.38% 03/15/2023			300	374,183	0	0	300	374,183
Time Warner Inc. Note
9.15% 02/01/2023			400	524,746	0	0	400	524,746
TriMas Corp. Note
9.88% 06/15/2012			1,225	1,335,250	0	0	1,225	1,335,250
Trinity Industries Inc. Note
6.50% 03/15/2014			450	450,000	0	0	450	450,000
TRW Automotive Inc. Note
9.38% 02/15/2013			758	871,700	0	0	758	871,700
U.S. Concrete Inc. Note
8.38% 04/01/2014			150	153,000	0	0	150	153,000
UAP Holding Corp. Note
0.00% 07/15/2012			500	335,000	0	0	500	335,000
United Agri Products Inc. Note
8.25% 12/15/2011			600	629,250	0	0	600	629,250
United Auto Group Inc. Note
9.63% 03/15/2012			575	641,125	0	0	575	641,125
United Components Inc. Note
9.38% 06/15/2013			500	540,000	0	0	500	540,000
United Rentals Inc. Note
6.50% 02/15/2012			250	248,750	0	0	250	248,750
United States Steel Corp. Note
9.75% 05/15/2010			631	719,340	0	0	631	719,340
UnitedHealth Group Inc. Note
7.50% 11/15/2005			175	190,558	0	0	175	190,558
Verizon Global Funding Corp. Note
7.75% 12/01/2030			525	637,761	0	0	525	637,761
Videotron Ltee Note
6.88% 01/15/2014			250	261,250	0	0	250	261,250
Vitro SA Note
11.75% 11/01/2013			500	475,000	0	0	500	475,000
Warnaco Inc. Note
8.88% 06/15/2013			850	915,875	0	0	850	915,875
Western Wireless Corp. Note
9.25% 07/15/2013			775	796,310	0	0	775	796,310
Westport Resources Corp. Note
8.25% 11/01/2011			325	361,563	0	0	325	361,563
Weyerhaeuser Co. Note
7.38% 03/15/2032			275	315,637	0	0	275	315,637
Williams Scotsman Inc.
9.88% 06/01/2007			600	600,000	0	0	600	600,000
Young Broadcasting Inc. Note
8.75% 01/15/2014			500	515,000	0	0	500	515,000
Total Miscellaneous Bonds				68,866,862		0		68,866,862
Total Corporate Bonds				68,866,862		9,181,170		78,048,032
Taxable Municipal Bonds	0.01	%
California Department of Water Resources Revenue Bonds, Series 02, Class E			0	0	100	102,245	100	102,245
3.98% 05/01/2005				0		102,245		102,245
Total Taxable Miscellaneous Bonds

			Principal Amount	Market Value	Principal Amount	Market Value	Principal Amount	Market Value
			in (000)		in (000)		i n (000)
Short Term Investments	16.78	%
American Express Credit Corp.
0.97% 04/02/2004			2,710	2,709,927	0	0	2,710	2,709,927
0.97% 04/06/2004			4,086	4,085,449	0	0	4,086	4,085,449
1.00% 04/15/2004			9,445	9,441,327	0	0	9,445	9,441,327
Caterpillar Financial Services NV
1.00% 04/20/2004			3,296	3,294,260	0	0	3,296	3,294,260
Chase Manhattan Bank, Time Deposit
1.06% 04/01/2004			0	0	349	348,827	349	348,827
Citicorp.
1.02% 04/12/2004			12,364	12,360,147	0	0	12,364	12,360,147
E.I. du Pont de Nemours & Co.
1.00% 04/08/2004			10,000	9,998,056	0	0	10,000	9,998,056
Foreningssparbanken AB, Floating Rate Notes
1.05% 04/19/2004			0	0	135	135,434	135	135,434
Galileo Money Market Fund			0	0	362	361,584	362	361,584
General Electric Capital Corp.
1.03% 04/08/2004			2,955	2,954,408	0	0	2,955	2,954,408
1.00% 04/22/2004			6,000	5,996,500	0	0	6,000	5,996,500
1.02% 05/18/2004			2,004	2,001,332	0	0	2,004	2,001,332
1.05% 04/12/2004			0	0	673	673,344	673	673,344
Institutional Money Market Trust			0	0	2,516	2,515,983	2,516	2,515,983
Merrill Lynch Master Note, Floating Rate Notes
1.19% 04/01/2004			0	0	616	615,569	616	615,569
Merrill Lynch, Medium Term Notes
1.19% 04/01/2004			0	0	530	529,790	530	529,790
1.19% 04/01/2004			0	0	29	29,312	29	29,312
Morgan Stanley & Co.
1.02% 04/01/2004			8,206	8,206,000	0	0	8,206	8,206,000
Societe General, Floating Rate Notes
1.14% 04/01/2004			0	0	168	168,392	168	168,392
State Street Navigator Securities Lending Prime Portfolio			73,333	73,332,702	0	0	73,333	73,332,702

			Principal Amount	Market Value	Shares Principal Amount	Market Value	Shares Principal Amount	Market Value
			in (000)		in (000)		in (000)
Svenska Handelsbanken AB, Certificate of Deposit
1.39% 10/27/2004			0	0	14	14,495	14	14,495
Tannehill Capital, Asset Backed Commercial Paper
1.04% 04/19/2004			0	0	748	748,018	748	748,018
U.S. Treasury Bill
0.93% 06/10/2004			5,000	4,990,958	0	0	5,000	4,990,958
0.92% 04/01/2004			0	0	9,000	9,000,000	9,000	9,000,000
Westdeutsche Landsbank International, Certificate of Deposit
1.50% 01/10/2005			0	0	10	9,784	10	9,784
Total Short Term Investments				139,371,066		15,150,532		154,521,598
REPURCHASE AGREEMENTS	0.08	%
Lehman Brothers, Inc.
0.88% 04/05/2004			0	0	388	388,294	388	388,294
0.88% 04/08/2004			0	0	27	27,374	27	27,374
0.88% 04/08/2004			0	0	28	27,844	28	27,844
0.95% 04/08/2004			0	0	298	297,638	298	297,638
Total Repurchase Agreements				0		741,150		741,150
Total Fixed Income Securities				405,762,480		53,485,048		459,247,528
TOTAL INVESTMENTS IN SECURITIES AT MARKET VALUE				769,937,950		150,988,798		920,926,748
TOTAL INVESTMENTS IN SECURITIES AT COST				709,033,780		123,531,324		832,565,104

	Number of Contracts	Market Value		Number of Contracts		Market Value			Pro Forma Number of Contracts		Combined Market Value
OPTIONS
Call Options Written May 30 Year Federal National Mortgage Association. Expires 05/06/04	0	$	0	(30	)	($	2,859	)	(30	)	($	2,859	)
Put Options Written
June 10 Year U.S. Treasury Notes. Expires 5/21/04	0		0	(9	)		(3,516	)	(9	)		(3,516	)
September 30 Year U.S. Treasury Notes. Expires 8/27/04	0		0	(1	)		(1,688	)	(1	)		(1,688	)
Put Swaptions Written
Morgan Stanley, Strike Price 3.60 Expires 11/1/04	0		0	(590	)		(7,253	)	(590	)		(7,253	)
Union Bank of Switzerland. Strike Price 6.00 Expires 10/25/04	0		0	(120	)		(9,768	)	(120	)		(9,768	)
TOTAL OPTIONS
Premiums received Target ($000,000) Acquirer ($119,446)			0			$	(25,084	)			$	(25,084	)

BLACKROCK BALANCED PORTFOLIO

STATE STREET RESEARCH ASSET ALLOCATION FUND

PRO FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2004

(UNAUDITED)

	SSR Asset Allocation		BlackRock Balanced			Pro Forma Adjustments			Pro Forma Combined
ASSETS
Investments at value (Cost $709,033,780 & $123,531,324)	$	769,937,950	$	150,988,798		$	0		$	920,926,748
Cash		799,688		0			0			799,688
Dividends receivable		0		123,178			0			123,178
Interest receivable		3,058,652		352,575			0			3,411,227
Interest receivable on interest rate swaps		0		2,778			0			2,778
Investments sold receivable		15,742,391		8,633,583			0			24,375,974
Capital shares sold receivable		1,211,124		115,802			0			1,326,926
Prepaid expenses		0		36,747			0			36,747
Receivable for open forward contracts		1,559,947		0			0			1,559,947
Unrealized appreciation on interest rate swaps		0		19,238			0			19,238
Futures margin receivable		20,195		3,229			0			23,424
Other Assets		7,131		0			0			7,131
TOTAL ASSETS		792,337,078		160,275,928			0			952,613,006
LIABILITIES
Payable upon return of securities loaned		73,332,702		5,788,948			0			79,121,650
Investments purchased payable		56,794,977		8,472,040			0			65,267,017
Capital shares redeemed payable		567,074		229,637			0			796,711
Distributions payable		158,808		0			0			158,808
Advisory fees payable (f)		406,537		44,702			0			451,239
Administrative fees payable (g)		5,777		27,596			0			33,373
Custody fees payable (g)		0		8,190			0			8,190
Distribution fees payable (h)		0		30,030			0			30,030
Transfer agent fees payable (g)		434,338		13,621			0			447,959
Other accrued expenses payable		542,348		71,627			0			613,975
Interest payable on interest rate swaps		0		6,916			0			6,916
Payable for financing transactions		0		5,221,765			0			5,221,765
Options written, at fair value (premiums received $551,636, $13,386)		556,312		8,063			0			564,375
Swaptions written, at fair value (premiums received $106,060)		0		17,021			0			17,021
Payable for foreign tax withheld		3,911		0			0			3,911
Futures margin payable		0		14,443			0			14,443
Payable for open forward contracts		159,975		0			0			159,975
Unrealized depreciation on interest rate swaps		0		61,002			0			61,002
TOTAL LIABILITIES		132,962,759		20,015,601			0			152,978,360
NET ASSETS	$	659,374,319	$	140,260,327		$	0		$	799,634,646
ANALYSIS OF NET ASSETS
Accumulated paid in capital	$	586,154,684	$	160,712,909		$	0		$	746,867,593
Distributions in excess of paid in capital or accumulated net investment income (loss)		4,682,594		(3,465	)		0			4,679,129
Accumulated net realized gain (loss) on investments		4,482,737		(47,885,415	)		0			(43,402,678	)
Unrealized appreciation/(depreciation) on investments		64,054,304		27,436,298			0			91,490,602
NET ASSETS	$	659,374,319	$	140,260,327		$	0		$	799,634,646
OUTSTANDING SHARES:
Institutional Class		0		841,874			1,556,219	(a)		2,398,093
Service Class		0		161,650			0			161,650
Investor A Class		33,326,748		5,488,655			(581,221	)(b)(c)		38,234,182
Investor B Class		9,735,240		3,112,796			(222,499	)(c)(d)		12,625,537
Investor B(1) Class		12,482,001		0			(12,482,001	)(d)		0
Investor C Class		3,942,467		366,552			(921,573	)(e)		3,387,446
Investor S Class		2,051,058		0			(2,051,058	)(a)		0
NET ASSET VALUE PER SHARE:
Institutional Class	$	0.00	$	14.13					$	14.13
Service Class	$	0.00	$	14.11					$	14.11
Investor A Class	$	10.72	$	14.11					$	14.11
Maximum Offering Price Investor A Class*	$	11.37	$	14.77					$	14.97
Investor B Class	$	10.78	$	13.99					$	13.99
Investor B(1) Class	$	10.66	$	0.00					$	0.00
Investor C Class	$	10.72	$	13.99					$	13.99
Investor S Class	$	10.72	$	0.00					$	0.00

* Effective as of the Closing Date, the combined fund intends to adopt the SSR Fund’s front-end sales load of 5.75% for its Investor A shares. These numbers present the historical performance data for Investor A shares as adjusted by such higher sales charge. The table assumes reinvestment of dividends and distributions.

Footnotes

(a) -	Transfer of Class S shares of SSR Asset Allocation Fund into Institutional Class of BLK Balanced Fund plus shares adjustment for difference in NAV/share.
(b) -	Transfer of Class A shares of SSR Asset Allocation Fund into Investor A Class of BLK Balanced Fund plus shares adjustment for differences in NAV/share.
(c) -	Transfer of Class B shares of SSR Asset Allocation Fund into Investor A Class of BLK Balanced Fund plus shares adjustment for differences in NAV/share.
(d) -	Transfer of Class B(1) shares of SSR Asset Allocation Fund into Investor B Class of BLK Balanced Fund plus shares adjustment for differences in NAV/share.
(e) -	Transfer of Class C shares of SSR Asset Allocation Fund into Investor C Class of BLK Balanced Fund plus shares adjustment for differences in NAV/share.
(f) -	Payable to BlackRock for advisory services.
(g) -	Payables to PFPC are for accounting, administration, custody and transfer agent services.
(h) -	Payables to PNC Bank affiliates are for distribution and sales support services.

BLACKROCK BALANCED PORTFOLIO

STATE STREET RESEARCH ASSET ALLOCATION FUND

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2004

(UNAUDITED)

	SSR Asset Allocation			BlackRock Balanced			Pro Forma Adjustments			Pro Forma Combined
Investment Income
Interest	$	12,691,159		$	2,738,952		$	0		$	15,430,111
Securities lending income		0			8,231			0			8,231
Dividends		3,653,548			1,681,077			0			5,334,625
Total investment income		16,344,707			4,428,260			0			20,772,967
Expenses:
Investment advisory fee		4,250,653			816,626			(1,102,930	)(1)		3,964,349
Administration fee		91,363			126,206			373,024	(1)		590,593
Administration fee - class specific		0			215,293			829,286	(1)		1,044,579
Custodian fee		297,244			96,357			(279,542	)(1)		114,059
Transfer agent fee		1,635,024			65,455			(349,532	)(1)		1,350,947
Transfer agent fee - class specific		0			110,158			(110,158	)(2)		0
Shareholder servicing fees - Investor A class		760,541			217,108			286,550	(3)		1,264,199
Shareholder servicing fees - Investor B class		0			102,919			261,571	(3)		364,490
Shareholder servicing fees - Investor B(1) class		261,016			0			(261,016	)(3)		0
Shareholder servicing fees - Investor C class		70,447			12,009			273	(3)		82,729
Shareholder servicing fees - Service class		0			3,562			2,366	(3)		5,928
Shareholder processing fees - Investor A class		0			130,266			(130,266	)(4)		0
Shareholder processing fees - Investor B class		0			61,751			(61,751	)(4)		0
Shareholder processing fees - Investor C class		0			7,205			(7,205	)(4)		0
Shareholder processing fees - Service class		0			3,562			(3,562	)(4)		0
Distribution fees - Investor A class		152,108			86,843			266,729	(5)		505,680
Distribution fees - Investor B class		0			308,756			784,715	(5)		1,093,471
Distribution fees - Investor B(1) class		783,047			0			(783,047	)(5)		0
Distribution fees - Investor C class		211,339			36,026			823	(5)		248,188
Legal and audit		64,947			20,816			(12,625	)(6)		73,138
Printing		31,999			18,267			192,744	(6)		243,010
Registration fees and expenses		70,638			27,731			(49,249	)(7)		49,120
Trustees’ fees		34,381			3,443			(21,780	)(8)		16,044
Other		41,452			16,419			(8,262	)(7)		49,609
Total expenses (excluding interest expense)		8,756,199			2,486,778			(182,844	)		11,060,133
Less investment advisory and administration fees waived		0			(171,319	)		171,319	(9)		0
Less administration fees waived – class specific		0			0			(3,082	)(9)		(3,082	)
Less distribution fees waived - Investor A class		0			(83,868	)		(421,812	)(9)		(505,680	)
Fees paid indirectly		(13,712	)		0			13,712	(10)		0
Reimbursement of Distribution Fees		(913,939	)		0			913,939	(9)		0
Net expenses		7,828,548			2,231,591			491,232			10,551,371
Interest expense		0			2,839			0			2,839
Net expenses		7,828,548			2,234,430			491,232			10,554,210
Net investment income		8,516,159			2,193,830			(491,232	)		10,218,757
Realized and unrealized gain on investments and foreign currency transactions:
Net realized gain from:
Investment transactions (net of foreign taxes)		69,639,801			17,665,474			0			87,305,275
Futures and options contracts		16,303,324			445,521			0			16,748,845
Swap and swaption contracts		0			799,458			0			799,458
Foreign currency related transactions		2,718,953			0			0			2,718,953
		88,662,078			18,910,453			0			107,572,531
Change in unrealized appreciation (depreciation) from:
Investments (net of foreign taxes)		59,825,383			14,265,049			0			74,090,432
Futures and options contracts		(36,831	)		143,962			0			107,131
Swap and swaption contracts		0			(751,598	)		0			(751,598	)
Foreign currency related transactions		1,399,093			0			0			1,399,093
		61,187,645			13,657,413			0			74,845,058
Net gain on investments and foreign currency transactions		149,849,723			32,567,866			0			182,417,589
Net increase in net assets resulting from operations	$	158,365,882		$	34,761,696		$	(491,232	)	$	192,636,346

(1) Based on contract in effect for the surviving fund.

(2) Decrease is due to a change in the surviving fund’s contractual arrangement.

(3) Adjustment due to shareholder fee arrangement in place for the surviving fund.

(4) Decrease due to the elimination of the shareholder processing fee arrangement for the surviving fund.

(5) Adjustment due to distribution fee a arrangement of the surviving fund.

(6) Adjustment based on legal, audit and printing arrangements of the surviving fund.

(7) Adjustment due to the elimination of duplicative expenses achieved by merging the funds.

(8) Adjustment based on director compensation plan for the surviving fund.

(9) Based on fee waiver/reimbursement agreement in effect for the surviving fund.

(10) Credit arrangement with the transfer agent will be eliminated after the merger.

V. NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)

NOTE 1—Basis of Combination:

The Board of Trustees of the State Street Research Income Trust, at a meeting held on September [            ], 2004 and the Board of Trustees of the BlackRock Funds, at a meeting held on September [            ], 2004 each approved their respective funds entering into an Agreement and Plan of Reorganization (the “Plan”) pursuant to which, subject to approval by the shareholders of State Street Research Asset Allocation Fund (the “SSR Fund”), a series of the State Street Research Income Trust, the SSR Fund will transfer all of its assets, subject to its liabilities, to the BlackRock Balanced Portfolio (the “BlackRock Fund”), a series of the BlackRock Funds, in exchange for a number of shares of the BlackRock Fund equal in value to the net assets of the SSR Fund (the “Exchange”). If the Exchange is consummated, shares of the BlackRock Fund then will be distributed to the SSR Fund shareholders on a pro rata basis in liquidation of the SSR Fund.

The Exchange will be accounted for as a tax-free merger of investment companies. The unaudited pro forma statement of investments, and statement of assets and liabilities reflect the financial position of the BlackRock Fund and the SSR Fund at March 31, 2004. The unaudited pro forma statement of operations reflects the results of operations of the BlackRock Fund and the SSR Fund for the twelve months ended March 31, 2004. These statements have been derived from the books and records of the BlackRock Fund and the SSR Fund utilized in calculating daily net asset value at the dates indicated above under generally accepted accounting principles in the United States. The historical cost of investment securities will be carried forward to the surviving entity. The fiscal year ends are September 30 for the SSR Fund and September 30 for the BlackRock Fund.

The pro forma statements of investments, assets and liabilities and operations should be read in conjunction with the historical financial statements of the BlackRock Fund and the SSR Fund included or incorporated by reference in the respective Statements of Additional Information. The pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the Exchange occurred on March 31, 2004. Following the Exchange, the [            ] will be the accounting survivor.

All costs with respect to the Exchange will be borne by BlackRock Inc. and SSRM Holdings, Inc.

NOTE 2— Fund Valuation:

Securities for which market quotations are readily available are valued at market value, which is currently determined using the last reported sales price, or the NASDAQ official closing price. Securities that are primarily traded on foreign securities exchanges are normally valued at the preceding closing values of such securities on their respective exchanges. If no sales are reported, as in the case of some securities traded over-the-counter, securities are valued at the mean between the last reported bid and asked prices, or on the basis of quotations provided by a pricing service or dealer, which uses information with respect to transactions on bonds, quotations from bond dealers, market transactions in comparable securities and various relationships between securities in determining value. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value. An option or futures contract is valued at the last sales price prior to 4:00 p.m. (Eastern time), as quoted on the principal exchange or board of trade on which such option or contract is traded, or in the absence of a sale, the mean between the last bid and asked prices prior to 4:00 p.m. (Eastern time). Securities for which market quotations are not readily available are valued at fair value as determined in accordance with procedures adopted by the BlackRock Funds’ Board of Trustees.

NOTE 3—Capital Shares:

The pro forma net asset value per share assumes the issuance of shares of the BlackRock Fund that would have been issued at March 31, 2004 in connection with the proposed reorganization. The number of shares assumed to be issued is equal to the net asset value of shares of SSR Fund, as of March 31, 2004, divided by the net asset value per share of the shares of BlackRock Fund as of March 31, 2004. The pro forma number of shares outstanding, by class, for the combined fund consists of the following at March 31, 2004:

Class of Shares	Shares of BlackRock Fund Pre-Combination	Additional Shares Assumed Issued In Reorganization	Total Outstanding Shares Post-Combination
Institutional	841,874	1,556,219	2,398,093
Service	161,650	0	161,650
Investor A	5,488,655	32,745,527	38,234,182
Investor B	3,112,796	9,512,741	12,625,537
Investor C	366,552	3,020,894	3,387,446

NOTE 4—Pro Forma Operating Expenses:

The pro forma financial statements for the 12 month period ending March 31, 2004, as adjusted, giving effect to the Exchange reflect changes in expenses of the BlackRock Fund as if the Exchange was consummated on April 1, 2003. Although it is anticipated that there will be an elimination of certain duplicative expenses because of the Exchange, the actual amount of such expenses cannot be determined because it is not possible to predict the cost of future operations.

NOTE 5—Federal Income Taxes:

The BlackRock Fund and the SSR Fund each has elected to be taxed as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Code”). If the Exchange is consummated, the BlackRock Fund would seek to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, federal income taxes. In addition, the SSR Fund will make any required income or capital gain distributions prior to consummation of this Exchange, in accordance with provisions of the Code relating to tax-free reorganizations of investment companies.

The identified cost of investments for the BlackRock Fund and the SSR Fund is substantially the same for both financial accounting and Federal income tax purposes. The tax cost of investments will remain unchanged for the combined entity.

PART C

OTHER INFORMATION

ITEM 15. INDEMNIFICATION

Indemnification of BlackRock Funds’ principal underwriter against certain losses is provided for in Section 9 of the Distribution Agreement incorporated by reference herein as Exhibit 7(a). Indemnification of BlackRock Funds’ Custodian, Transfer Agent and Administrators is provided for, respectively, in Section 12 of the Custodian Agreement incorporated by reference herein as Exhibit 9(a), Section 12 of the Transfer Agency Agreement incorporated by reference herein as Exhibit 13(c) and Section 9 of the Administration Agreement incorporated by reference herein as Exhibit 13(a). BlackRock Fund intends to obtain from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions. In addition, Section 9.3 of the BlackRock Fund’s Declaration of Trust incorporated by reference herein as Exhibit 1(a) provides as follows:

Indemnification of Trustees, Officers, Representatives and Employees. The Trust shall indemnify each of its Trustees against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties, provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under this Section 9.3, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification.

The Trustee shall indemnify officers, representatives and employees of the Trust to the same extent that Trustees are entitled to indemnification pursuant to this Section 9.3.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission

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such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Section 9.6 of the BlackRock Funds’ Declaration of Trust, filed herein as Exhibit 1(a), also provides for the indemnification of shareholders of BlackRock Funds. Section 9.6 states as follows:

Indemnification of Shareholders. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the classes of Shares with the same alphabetical designation as that of the Shares owned by such Shareholder to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the Shareholder, assume the defense of any claim made against any Shareholder for any act or obligations of the Trust and satisfy any judgment thereon from such assets.

ITEM 16. EXHIBITS

Ex. Number	Description
(1)(a)	Declaration of Trust of BlackRock Funds dated December 22, 1988 is incorporated herein by reference to Exhibit (1)(a) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998
(b)	Amendment No. 1 to Declaration of Trust dated May 4, 1989 is incorporated herein by reference to Exhibit (1)(b) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998
(c)	Amendment No. 2 to the Declaration of Trust dated December 23, 1993 is incorporated herein by reference to Exhibit (1)(c) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998
(d)	Amendment No. 3 to the Declaration of Trust dated January 5, 1996 is incorporated by reference to Exhibit 1(d) of Post-Effective Amendment No. 23 to BlackRock Funds’ Registration Statement on Form N-1A (No. 33-26305) filed on October 18, 1996
(e)	Amendment No. 4 to the Declaration of Trust dated December 23, 1997 is incorporated herein by reference to Exhibit (1)(e) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998

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(2)	Amended and Restated Code of Regulations of BlackRock Funds is incorporated herein by reference to Exhibit 2(a) of Post-Effective Amendment No. 42 to BlackRock Funds’ Registration Statement on Form N-1A filed on June 11, 1999
(3)	None
(4)	Form of Agreement and Plan of Reorganization, filed herewith as Appendix C to Proxy Statement/Prospectus
(5)	Sections V, VIII and IX of BlackRock Funds’ Declaration of Trust dated December 22, 1988 are incorporated herein by reference to Exhibit (1)(a) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998; Article II of BlackRock Funds’ Code of Regulations is incorporated herein by reference to Exhibit (2) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998
(6)(a)	Investment Advisory Agreement between BlackRock Funds and BlackRock Advisors, Inc. is incorporated herein by reference to Exhibit (5)(a) of Post-Effective Amendment No. 21 to BlackRock Funds’ Registration Statement on Form N-1A filed on May 30, 1996
(b)	Sub-Advisory Agreement between BlackRock Advisors, Inc. and BlackRock Financial Management, Inc. is incorporated herein by reference to Exhibit (5)(c) of Post-Effective Amendment No. 21 to BlackRock Funds’ Registration Statement on Form N-1A filed on May 30, 1996
(c)	Form of Amendment No. 1 to Investment Advisory Agreement between BlackRock Funds and BlackRock Advisors, Inc. dated as of May 8, 2002 is incorporated herein by reference to Exhibit 4(ee) of Post-Effective Amendment No. 68 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 28, 2003
(d)	Form of Amendment No. 1 to Investment Advisory Agreement between BlackRock Funds and BlackRock Financial Management, Inc. dated as of May 8, 2002 is incorporated herein by reference to Exhibit 4(ff) of Post-Effective Amendment No. 68 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 28, 2003
(e)	Form of Amendment No. 1 to Co-Sub-Advisory Agreement between BlackRock Advisors, Inc. and BlackRock Financial Management, Inc. dated as of May 8, 2002 is incorporated herein by reference to Exhibit 4(jj) of Post-Effective Amendment No. 68 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 28, 2003
(7)(a)	Distribution Agreement between BlackRock Funds and BlackRock Distributors, Inc. dated as of January 2, 2001 is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 59 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 29, 2001
(b)	Form of Appendix A to Distribution Agreement between BlackRock Funds and BlackRock Distributors, Inc. is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 77 to BlackRock Funds’ Registration Statement on Form N-1A filed on May 18, 2004

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(8)	None
(9)(a)	Amended and Restated Custodian Agreement dated February 10, 2004 between BlackRock Funds and PFPC*
(b)	Sub-Custodian Agreement dated April 27, 1992 among BlackRock Funds, PNC Bank, National Association and The Chase Manhattan Bank is incorporated herein by reference to Exhibit (8)(e) of Post-Effective Amendment No. 34 to BlackRock Funds’ Registration Statement on Form N-1A filed on February 13, 1998
(c)	Global Custody Agreement between Barclays Bank PLC and PNC Bank, National Association dated October 28, 1992 is incorporated herein by reference to Exhibit (8)(f) of Post-Effective Amendment No. 33 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 27, 1998
(d)	Custodian Agreement between State Street Bank and Trust Company and PNC Bank, National Association dated June 13, 1983 is incorporated herein by reference to Exhibit (8)(g) of Post-Effective Amendment No. 34 to BlackRock Funds’ Registration Statement on Form N-1A filed on February 13, 1998
(e)	Amendment No. 1 to Custodian Agreement between State Street Bank and Trust Company and PNC Bank, National Association dated November 21, 1989 is incorporated herein by reference to Exhibit (8)(h) of Post-Effective Amendment No. 34 to BlackRock Funds’ Registration Statement on Form N-1A filed on February 13, 1998
(f)	Subcustodial Services Agreement dated January 10, 1996 between PNC Bank, National Association and Citibank, N.A. is incorporated herein by reference to Exhibit 8(j) of Post-Effective Amendment No. 27 to BlackRock Funds’ Registration Statement on Form N-1A filed on January 28, 1997
(10)(a)	Amended and Restated Distribution and Service Plan dated September 10, 2004 of BlackRock Funds*

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(b)	Amended and Restated Plan Pursuant to Rule 18f-3 for Operation of a Multi-Class Distribution System dated September 10, 2004 of BlackRock Funds *
(11)	Opinion and Consent of counsel – Skadden, Arps, Slate, Meagher & Flom LLP *
(12)	Opinion and Consent of counsel – Skadden, Arps, Slate, Meagher & Flom LLP, regarding certain tax matters *
(13)(a)	Amended and Restated Administration Agreement dated February 10, 2004 among BlackRock Funds, BlackRock Advisors, Inc. and PFPC Inc. *
(b)	Amended and Restated Transfer Agency Agreement dated February 10, 2004 among BlackRock Funds, BlackRock Advisors, Inc. and PFPC Inc. *
(c)	Share Acquisition Agreement dated April 29, 1998 by and among BlackRock Funds and PNC Bank, National Association and PNC Bank, Delaware, respectively, each as trustee for certain of the common trust funds listed therein is incorporated herein by reference to Exhibit 9(l) of Post-Effective Amendment No. 36 to BlackRock Funds’ Registration Statement on Form N-1A filed on April 29, 1998

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(14)(a)	Opinion and Consent of Ropes & Gray LLP*
(b)	Consent of PricewaterhouseCoopers LLP, filed herewith
(c)	Consent of Deloitte & Touche LLP, filed herewith
(15)	None
(16)(a)	Power of Attorney of David R. Wilmerding, Jr. dated September 10, 2004 is incorporated herein by reference to Exhibit 99(a) of Post-Effective Amendment No. 84 to BlackRock Funds’ Registration Statement on Form N-1A filed on September 27, 2004
(b)	Power of Attorney of Robert M. Hernandez dated September 10, 2004 is incorporated herein by reference to Exhibit 99(a) of Post-Effective Amendment No. 84 to BlackRock Funds’ Registration Statement on Form N-1A filed on September 27, 2004
(c)	Power of Attorney of Laurence D. Fink dated September 10, 2004 is incorporated herein by reference to Exhibit 99(a) of Post-Effective Amendment No. 84 to BlackRock Funds’ Registration Statement on Form N-lA filed on September 27, 2004
(d)	Power of Attorney of Stuart E. Eizenstat dated September 10, 2004 is incorporated herein by reference to Exhibit 99(a) of Post-Effective Amendment No. 84 to BlackRock Funds’ Registration Statement on Form N-1A filed on September 27, 2004
(e)	Power of Attorney of Dr. Matina Homer dated September 10, 2004 is incorporated herein by reference to Exhibit 99(a) of Post-Effective Amendment No. 84 to BlackRock Funds’ Registration Statement on Form N-1A filed on September 27, 2004
(17)	Form of Proxy Ballot, filed herewith

* To be filed by amendment

ITEM 17. UNDERTAKINGS

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant in the City of New York and State of New York, on the 1st day of October, 2004.

BLACKROCK FUNDSSM
By:	/s/ Laurence D. Fink
	Laurence D. Fink President (Principal Executive Officer)
By:	/s/ Paul Audet
	Paul Audet Treasurer (Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
*Stuart E. Eizenstat (Stuart E. Eizenstat)	Trustee	October 1, 2004
*Laurence D. Fink (Laurence D. Fink)	Trustee and President	October 1, 2004
*Robert M. Hernandez (Robert M. Hernandez)	Trustee	October 1, 2004
*Dr. Matina Horner (Dr. Matina Horner)	Trustee	October 1, 2004
*David R. Wilmerding, Jr. (David R. Wilmerding, Jr.)	Trustee and Chairman of the Board	October 1, 2004

*By: /s/ Anne Ackerley Anne Ackerley, Attorney-in-fact

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SCHEDULE OF EXHIBITS TO FORM N-14

Ex. Number	Description
(14)(b)	Consent of PricewaterhouseCoopers LLP
(c)	Consent of Deloitte & Touche LLP
(17)	Form of Proxy Ballot