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Correspondence

 [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]

 November 8, 2004

 VIA ELECTRONIC and HAND DELIVERY

 U.S. Securities and Exchange Commission

 450 Fifth Street, N.W., Mail Stop 05-05

 Washington, DC 20549-0505

 Attention: Laura Hatch

 RE:

BlackRock FundsSM (“BlackRock”)

 Forms N-14 filed October 1, 2004 SEC

 File Nos.
333-119445 (BlackRock Mid-Cap Value Equity Portfolio), 333-119446 (BlackRock Large-Cap Value Equity Portfolio), 333-119447 (BlackRock Select Equity Portfolio [Inv. Trust]), 333-119457 (BlackRock Select Equity Portfolio [Large-Cap Analyst]),
333-119448 (BlackRock Mid-Cap Growth Equity Portfolio), 333-119449 (BlackRock Small/Mid-Cap Growth Portfolio), 333-119450 (BlackRock Money Market Portfolio), 333-119451 (BlackRock Balanced Portfolio), 333-119452 (BlackRock Intermediate Government
Bond Portfolio), 333-119453 (BlackRock Aurora Portfolio), 333-119454 (BlackRock High Yield Bond Portfolio), 333-119456 (BlackRock Health Sciences Portfolio), 333-119458 (BlackRock Legacy Portfolio), 333-119459 (BlackRock Global Resources
Portfolio) and 333-119461 (BlackRock Exchange Portfolio)

 Dear Ms. Hatch:

 On behalf of BlackRock, enclosed please find the Pre-Effective Amendment No.
1 to the respective registration statements listed above on Form N-14 (collectively, the “Registration Statements”) with respect to the proposed reorganizations (collectively, the “Reorganization”) contemplated therein. We
believe that the Registration Statements, together with this letter, are responsive to all of the comments raised by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as expressed to us in
telephone conversations with you on October 25, 27, 29 and November 1, 2004. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Registration Statements.

 For your convenience, we have reproduced your comments below, using
italicized text, with a summary of the response following each item. The items are divided into sections based on whether they relate to one of the aforementioned Registration Statements individually or to the Registration Statements generally.

 Ms. Laura Hatch

 November 8,
2004

 Page 2

I.
General Comments to the “Non-Shell” Registration Statements and Comments to the BlackRock Mid-Cap Growth Equity Portfolio

1.
Please revise the disclosure regarding whether investment objectives, strategies and principal risks are “similar” or “substantially similar” to be
consistent.

 The requested
revisions have been made.

2.
In the “Investment Objectives and Principal Investment Strategies” section, please disclose whether there will be significant portfolio turnover resulting from the
change in capitalization definitions, from a change in strategy from holding U.S. and non-U.S. portfolio securities to holding only U.S. portfolio securities or from a change in indices used. If so, please provide corresponding disclosure regarding
the effects of such shift in portfolio composition.

 While the BlackRock funds and State Street Research funds use different benchmarks to define permissible investments and have different restrictions on non-U.S. investments, BlackRock does not anticipated that either of these differences
will result in significant portfolio turnover for the combined funds. We have provided disclosure to this effect.

3.
In the “Investment Objectives and Principal Investment Strategies” section, please provide additional comparative disclosure regarding methods of selecting and
disposing of portfolio securities.

 The
requested disclosure has been made.

4.
In the “Investment Objectives and Principal Investment Strategies” section, please provide disclosure regarding limitations on derivatives, to the extent applicable,
and any differences in limitations between the funds.

 The requested disclosure has been made.

 Ms. Laura Hatch

 November 8,
2004

 Page 3

5.
In the “Principal and Other Investment Risks” section, please revise the principal risk regarding initial public offerings to focus on the risks rather than the
benefits to the funds.

 The
requested revision has been made, where applicable.

6.
In the “Management of the Funds” section, please provide additional detail regarding each portfolio managers’ background for each fund. State their role in each
organization. For BlackRock Mid-Cap Growth Equity Portfolio, please specify which type of funds Mr. Wagner managed (e.g., equity, debt, money market). Please specify in which capacity Ms. Leary served as an investment professional.

 We have made the requested
revision to the biographical information.

7.
In the “Investment Advisory Agreements” section, please clarify that the fees waived by BlackRock as part of the expense ratio undertaking until February 1, 2007 are
not subject to recoupment by the investment adviser.

 The requested disclosure has been made.

8.
In the “Current and Pro Forma Operating Expenses” section, please move the footnotes to the Shareholder Fees table after the Annual Fund Operating Expenses table to
create a single table.

 The
requested revision has been made.

9.
In the “Current and Pro Forma Operating Expenses” section and the Statement of Additional Information, please insert a footnote to the pro forma column of the
Shareholder Fees and Annual Fund Operating Expenses table and the Pro Forma Financial Statements indicating the accounting survivor in those cases where the accounting survivor is the SSR Fund. In the cases where the BlackRock Fund is the accounting
survivor, please insert “BlackRock Fund” in such column headings.

 We have inserted the requested footnotes to the Pro Forma columns of the Shareholder Fees and Annual Fund Operating Expenses table and the Pro Forma Financial Statements in the Statement of Additional Information in
those instances where the SSR Fund will be the accounting survivor,

 Ms. Laura Hatch

 November 8,
2004

 Page 4

 specifically, the BlackRock Mid-Cap Value Equity Portfolio, the BlackRock Balanced Portfolio and each of the “shell” Registration Statements.
Additionally, BlackRock has inserted “BlackRock Fund” in the pro forma columns, as applicable.

10.
In the Current and Pro Forma Operating Expenses 1, 3, 5 and 10 year fee example relating to the Investor B shares, please disclose in the lead in to the example the assumption
that BlackRock Fund Investor B shares will be converted into Investor A shares after eight years.

 The BlackRock equity portfolios have automatic conversion of Investor B shares into Investor A shares after eight years and the fixed income portfolios
(BlackRock High Yield Bond Portfolio, BlackRock Money Market Portfolio and BlackRock Intermediate Government Income Portfolio) have automatic conversion of Investor B shares into Investor A shares after seven years. The disclosure has been revised
accordingly.

11.
Please explain the differences between the expense ratio shown in the Annual Fund Operating Expenses table and the Financial Highlights table (i.e. ratio of total expenses).

 The discrepancy between the expense ratios in
the Financial Highlights table and the Annual Fund Operating Expenses table results from the different periods presented in each table. The Annual Fund Operating Expenses table reflects a 12 month period, while the Financial Highlights table
reflects an annualized number derived from a six month period.

12.
Relating to the BlackRock Mid-Cap Growth Equity Portfolio, please provide the underlying calculations for the following 1, 3, 5 and 10 year fee examples: SSR Fund Class B,
BlackRock Fund Investor B and Pro Forma Investor B.

 In the telephone conversation we had with you on October 29, 2004, you indicated that you no longer needed such calculations. We have provided you the underlying calculations to all pro forma examples in an e-mail from Guy Chayoun on
November 2, 2004.

13.
Please remove “Source: BlackRock Advisors” from the Shareholder Fees and Annual Fund Operating Expenses tables, as applicable.

 Ms. Laura Hatch

 November 8,
2004

 Page 5

 The requested revision has been made.

14.
In the Annual Fund Operating Expenses table, please explain the reason for the higher increase in the “other expenses” line item (i.e., 15 bps vs. 9 bps) between the
BlackRock Fund and the Pro Forma column for Institutional shares compared to Investor A, B and C shares.

 The higher increase in “other expenses” for the Pro Forma Institutional class results from the change in the transfer agent fee structure.
Previously the transfer agent fee structure had an asset based component that was lower for the Institutional share class than for the Investor share classes. Beginning January 1, 2004, the asset based fee was changed to be equal for the
Institutional and Investor share classes. This is reflected in the Pro Forma column which results in a larger increase for the Institutional class than the Investor classes.

15.
Please consider inclusion of an adjustment column in the capitalization table.

 We have revised the Capitalization tables to include an adjustment column which reflects the share adjustments in connection
with the Reorganization.

16.
Please provide the Staff with the analysis used in determining the accounting survivor and the inception date of each SSR fund.

 This analysis and the inception dates for each SSR fund were provided in an
e-mail from Guy Chayoun on November 1, 2004.

17.
In the “Performance Information” section, please confirm whether the performance tables for each fund reflect contingent deferred sales charges (“CDSC
fees”).

 The performance information
for each of the SSR funds and each of the BlackRock funds reflects CDSC fees, except for the BlackRock Money Market Portfolio. We have added a footnote to the BlackRock Money Market Portfolio indicating that CDSC fees are not included in such
performance data.

 Ms. Laura Hatch

 November 8,
2004

 Page 6

18.
In the “Purchase, Valuation, Redemption and Exchange of Shares” section, please disclose shareholder fees relating to that section.

 In our telephone conversations on October 25 and 29, 2004, you indicated
that a cross-reference to the Shareholder Fees table would meet the disclosure requested by the Staff’s comment. We have inserted the requested cross-reference.

19.
In the “Determining Net Asset Value” section, please provide valuation procedures for non-U.S. securities and additional disclosure regarding the fair value pricing
method for each fund.

 The requested
disclosure regarding valuation methods has been added.

20.
In the “Financial Highlights” table, please explain why the footnote stating “Redemption fee of 2.00% is reflected in total return calculations” is presented
as a footnote and not as a separate line item.

 In the “Financial Highlights” section, the redemption fees are not presented in a separate line item because they are less than $.01 per share, and therefore, not required to be presented separately. Notwithstanding, we have
disclosed in a footnote that the redemption fees are included in the total return calculation in order to provide meaningful disclosure to shareholders in their review of the Financial Highlights table.

21.
In the “Reasons for the Reorganization” section, please enhance the disclosure on the following SSR Trust Board considerations:

a.
Expense ratio undertaking factor should include disclosure that there may be higher fees after February 1, 2007.

 The requested disclosure has been made.

b.
Investment team composition factor now includes the criteria used in analysis (e.g., performance of such team). Please include the qualitative analysis applied by the SSR Trust
Board (e.g., superior performance record of such team).

 The requested disclosure has been made.

 Ms. Laura Hatch

 November 8,
2004

 Page 7

22.
In the “Reasons for the Reorganization” section, please clarify that the SSR Trust Board considered that the SSR advisory fee covered administrative services, while the
BlackRock advisory fee did not.

 The requested disclosure has been made.

23.
In the “Reasons for the Reorganization” section, one factor considered by the SSR Trust Board states that the expense ratio is lower “in most cases.” Please
confirm that this is accurate, and if not, revise the disclosure.

 In considering the net expense ratios for the BlackRock funds and the SSR funds in the “non-shell” Registration Statements, and excluding the SSR Fund Class B which does not directly correlate to the
BlackRock Fund Investor A class, there are 38 comparisons to be made. The SSR fund net expense ratios were higher in 20 instances and the BlackRock fund ratios were higher in 18.

24.
In Appendix A – Fundamental Restrictions, please highlight the differences, if material, and explain the consequences in the resulting change of policy, from the differing
fundamental restrictions between the SSR Fund and the BlackRock Fund.

 BlackRock does not anticipate that any differences between the fundamental restrictions of the SSR Fund and the BlackRock Fund (i.e., relating to portfolio holdings of securities in companies in which the SSR Fund
officers and trustees have ownership interests and to portfolio holdings of securities of companies with limited operating histories) will have a material effect on the operation or permitted investments of the combined fund.

25.
In Appendix A – Fundamental Restrictions, as currently disclosed, the BlackRock Fund’s fundamental restrictions limit lending, however, the BlackRock Fund lends
securities. Please confirm that this is correct, and if not, please revised the disclosure accordingly.

 We have revised Appendix A – Fundamental Restrictions to more accurately reflect the BlackRock Fund’s policies. The revised disclosure now
provides an exception for lending of securities, as is consistent with the BlackRock Fund’s policy.

 Ms. Laura Hatch

 November 8,
2004

 Page 8

26.
In Appendix C, Form of Agreement and Plan of Reorganization, please clarify the necessity of the language regarding name change.

 BlackRock does not intend to change the names of the funds following the
Reorganization, and therefore the language has been deleted.

27.
Relating to Appendix C, Form of Agreement and Plan of Reorganization, please explain the method of determining the tax basis of securities to be sold as a result of the portfolio
alignment in connection with the Reorganization.

 As we discussed in our telephone conversation on October 29, 2004, the tax basis of securities sold prior to the Reorganization will be determined using the SSR Fund’s method of determining cost basis. The tax basis of securities sold
following the Reorganization will be determined using the BlackRock Fund’s method of determining cost basis.

28.
In the Statement of Additional Information – Portfolio of Investments, please disclose whether all of the portfolio securities meet BlackRock’s investment criteria. If
not, please footnote those that do not meet the criteria.

 We have revised the disclosure to indicate which securities held by the respective SSR funds do not meet BlackRock’s investment criteria. In certain circumstances, on an individual basis, each of the securities
listed meets BlackRock’s investment criteria, however, as viewed in the aggregate, the portfolio would require some adjustment. In those circumstances, disclosure to such effect has been added.

29.
In the Statement of Additional Information – Statement of Assets and Liabilities of the BlackRock Mid-Cap Growth Equity Portfolio, please confirm the names of entities in
footnotes.

 We have revised
the disclosure as requested.

30.
Relating to the Statement of Additional Information – Portfolio of Investments, BlackRock must undertake to disclose the following in its next N-CSR filing: (a) any
securities on loan should be identified in its schedule of investments; (b) collateral must be included in its schedule of investments;