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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

Investment Company Act file number: 811-05742

Name of Fund:  BlackRock Funds

BlackRock Disciplined Small Cap Core Fund

Fund Address:   100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Funds, 55 East 52^nd

            Street, New York, NY 10055

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

Date of fiscal year end: 05/31/2016

Date of reporting period: 11/30/2015

Item 1 – Report to Stockholders

NOVEMBER 30, 2015        

  SEMI-ANNUAL REPORT (UNAUDITED)   BLACKROCK^®

BlackRock Disciplined Small Cap Core Fund  of BlackRock Funds^SM

BlackRock Small Cap Growth Fund II  of BlackRock Series, Inc.

Not FDIC Insured ¡ May Lose Value ¡ No Bank Guarantee

Table of Contents

	Page
The Markets in Review	3
Semi-Annual Report:
Fund Summaries	4
About Fund Performance	8
Disclosure of Expenses	8
Derivative Financial Instruments	8
Fund Financial Statements:
Schedule of Investments: BlackRock Disciplined Small Cap Core Fund	9
Statements of Assets and Liabilities	16
Statements of Operations	18
Statements of Changes in Net Assets	19
Fund Financial Highlights	20
Fund Notes to Financial Statements	27
Master Portfolio Information: BlackRock Master Small Cap Growth Portfolio	37
Master Portfolio Financial Statements:
Schedule of Investments	38
Statement of Assets and Liabilities	47
Statement of Operations	48
Statements of Changes in Net Assets	49
Master Portfolio Financial Highlights	49
Master Portfolio Notes to Financial Statements	50
Officers and Directors/Trustees	56
Additional Information	57

  Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are also available on BlackRock’s website.   TO ENROLL IN ELECTRONIC DELIVERY:   Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages: Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.   Shareholders Who Hold Accounts Directly with BlackRock:   1.  Access the BlackRock website at blackrock.com 2.  Select “Access Your Account” 3.  Next, select “eDelivery” in the “Related Resources” box and follow the sign-up instructions  

2 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

The Markets in Review

Dear Shareholder,

Diverging monetary policies and shifting economic outlooks across regions have been the overarching themes driving financial markets over the past couple of years. With U.S. growth outpacing the global economic recovery in 2015, the Federal Reserve (the “Fed”) has been posturing for a change from its low-rate policy while the European Central Bank (ECB) and the Bank of Japan have taken a more accommodative stance. In this environment, the U.S. dollar strengthened considerably, causing profit challenges for U.S. exporters and high levels of volatility in emerging market currencies and commodity prices. After plunging in late 2014, oil prices have been particularly volatile and below the historical norm due to an ongoing imbalance in global supply and demand.

Global market volatility increased in the summer of 2015, beginning with a sharp, but temporary, sell-off in June as Greece’s long-brewing debt troubles came to an impasse. These concerns abated with the passing of austerity and reform measures in July, but the market’s calm was short-lived as signs of weakness in China’s economy sparked a significant decline in Chinese equities. Higher volatility spread through markets globally in the third quarter as further indications of a deceleration in China stoked worries about the broader global economy, resulting in the worst quarterly performance for equities since 2011. Given a dearth of evidence of global growth, equity markets became more reliant on central bank policies to drive performance. As such, equities powered higher in October when China’s central bank provided more stimulus, the ECB poised for more easing and soft U.S. data pushed back expectations for a Fed rate hike. As the period came to a close, volatility crept higher and asset prices again weakened as investors digested more mixed economic data against a backdrop of generally high valuations.

At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to move freely as market conditions change over time. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2015
	6-month			12-month
U.S. large cap equities (S&P 500® Index)		(0.21	)%		2.75	%
U.S. small cap equities (Russell 2000® Index)		(3.21	)		3.51
International equities (MSCI Europe, Australasia, Far East Index)		(7.42	)		(2.94	)
Emerging market equities (MSCI Emerging Markets Index)		(17.67	)		(16.99	)
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)		0.01			0.02
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index)		(0.21	)		1.60
U.S. investment-grade bonds (Barclays U.S. Aggregate Bond Index)		(0.12	)		0.97
Tax-exempt municipal bonds (S&P Municipal Bond Index)		2.24			3.14
U.S. high yield bonds (Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		(5.80	)		(3.38	)
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Fund Summary as of November 30, 2015 BlackRock Disciplined Small Cap Core Fund

      Investment Objective

BlackRock Disciplined Small Cap Core Fund’s (the “Fund”) investment objective is to seek capital appreciation over the long term.

      Portfolio Management Commentary

How did the Fund perform?

• For the six-month period ended November 30, 2015, the Fund outperformed its benchmark, the Russell 2000^® Index.

What factors influenced performance?

• The most significant positive contributions to the Fund’s performance came from stock selection within the health care and telecommunication services (“telecom”) sectors. Within health care, Sucampo Pharmaceuticals, Inc. appreciated significantly early in the period on the company’s plans to submit an application with the U.S. Food and Drug Administration (FDA) for pediatric use of its constipation drug Amitiza. Shares of the company were further boosted by a revision in the FDA’s draft guidance for generic drugmakers regarding bioequivalence to Amitiza. An overweight position in over-the-counter health care product company Prestige Brands Holdings, Inc. rose on news that the company would acquire privately held DenTek Oral Care in a deal expected to increase revenues by $60 million a year. Within telecom, Inteliquent, Inc., a carrier for communication service providers, saw its shares rise on news of a breakthrough business agreement with T-Mobile, the fastest growing provider of wireless services to U.S. consumers. The benefits from the agreement were seen in Inteliquent, Inc.’s third quarter results, which exceeded estimates as the company quickly transitioned a significant portion of the total expected traffic from T-Mobile.

• The most significant detractor from the Fund’s performance was stock selection within the industrials sector. In particular, an overweight posi-

tion in ARC Document Solutions, Inc., a provider of specialized document solutions to architecture, engineering and construction firms, fell sharply after the company missed third quarter earnings and revenue estimates, and lowered its full-year earnings forecast. Also within industrials, an overweight in commercial interior flooring and carpet manufacturer Interface, Inc. declined due to the negative impact of weaker foreign currencies on overseas sales revenues. An overweight position in Virginia-based manufacturer of wallboard and gypsum-based products Continental Building Products, Inc. fell considerably on weaker-than-expected industrywide wallboard shipments, lower research analyst estimates and extreme weather and flooding along the eastern coast of the United States.

Describe recent portfolio activity.

• During the six-month period, the Fund decreased its overall weightings in the consumer discretionary and telecom sectors and increased its overall weighting in financials and industrials.

Describe portfolio positioning at period end.

• Relative to the Russell 2000^® Index, the Fund ended the period with its largest sector overweight in consumer discretionary and its most significant underweight in utilities.

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

      Portfolio Information

Ten Largest Holdings	Percent of Net Assets
Umpqua Holdings Corp.		2	%
Manhattan Associates, Inc.		2
Fidelity Southern Corp.		2
South State Corp.		2
EverBank Financial Corp.		2
Jack in the Box, Inc.		2
Central Pacific Financial Corp.		2
Masimo Corp.		1
LogMeIn, Inc.		1
Seacoast Banking Corp.		1

Sector Allocation	Percent of Net Assets
Financials		25	%
Information Technology		18
Health Care		17
Consumer Discretionary		14
Industrials		13
Energy		4
Materials		3
Utilities		3
Consumer Staples		2
Short-Term Securities		3
Liabilities in Excess of Other Assets		(2	)

For Fund compliance purposes, the Fund’s sector classifications refer to any one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment advisor. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

4 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

BlackRock Disciplined Small Cap Core Fund

      Total Return Based on a $10,000 Investment

¹  Assuming maximum sales charges, if any, transaction costs and other operating expenses, including investment advisory fees and administration fees, if any. Institutional Shares do not have a sales charge.

²  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus any borrowings for investment purposes in equity securities or other financial instruments that are components of, or have market capitalizations similar to, the securities included in the Russell 2000^® Index.

³  An unmanaged index that is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

⁴  Commencement of operations.

      Performance Summary for the Period Ended November 30, 2015

		Average Annual Total  Returns5
		1 Year		Since Inception6
	6-Month Total Returns	w/o sales charge	w/ sales charge	w/o sales charge	w/ sales charge
Institutional	(2.53)%	5.88%	N/A	11.58%	N/A
Investor A	(2.70)	5.58	0.04%	11.29	9.10%
Investor C	(3.08)	4.71	3.71	10.44	10.44
Russell 2000® Index	(3.21)	3.51	N/A	10.26	N/A

⁵  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 8 for a detailed description of share classes, including any related sales charges and fees.

⁶  The Fund commenced operations on March 14, 2013.

N/A—Not applicable as share class and index do not have a sales charge.

Past performance is not indicative of future results.

      Expense Example

	Actual			Hypothetical8
	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During the  Period7	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During the  Period7	Annualized Expense Ratio9
Institutional	$1,000.00	$974.70	$3.51	$1,000.00	$1,021.45	$3.59	0.71%
Investor A	$1,000.00	$973.00	$4.74	$1,000.00	$1,020.20	$4.85	0.96%
Investor C	$1,000.00	$969.20	$8.42	$1,000.00	$1,016.45	$8.62	1.71%

⁷  For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period shown).

⁸  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 366.

⁹  Includes certain tax expenses which are included in miscellaneous expenses in the Statements of Operations. Excluding such tax expenses, the annualized expense ratios would have been 0.70%, 0.95% and 1.70%, respectively.

See “Disclosure of Expenses” on page 8 for further information on how expenses were calculated.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 5

Fund Summary as of November 30, 2015 BlackRock Small Cap Growth Fund II

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      Investment Objective

BlackRock Small Cap Growth Fund II’s (the “Fund”) investment objective is to seek long-term capital growth. In other words, the Fund tries to choose investments that will increase in value. Current income from dividends and interest will not be an important consideration in selecting portfolio securities.

      Portfolio Management Commentary

On June 23, 2015, the Fund’s Investor B Shares converted to Investor A Shares.

How did the Fund perform?

• For the six-month period ended November 30, 2015, through its investment in BlackRock Master Small Cap Growth Portfolio (the “Master Portfolio”), the Fund underperformed its benchmark, the Russell 2000^® Growth Index.

What factors influenced performance?

• The underperformance of the Master Portfolio was attributable mostly to stock selection within the information technology sector. In particular, an overweight position in storage hardware and systems company Quantum Corp. depreciated sharply after the release of disappointing earnings and revenue results and reduced forward earnings guidance, driven by overall weakness in the general-purpose storage market. An underweight position in public sector-focused software solution firm Tyler Technologies, Inc. also detracted from performance. Shares of Tyler Technologies, Inc. rose sharply on news of plans to acquire computer-aided dispatch software firm New World Systems in a deal that would immediately add to earnings per share, and the stock price was further supported as the company’s third quarter earnings and revenues exceeded estimates. An overweight position in gaming product and cash access solutions company Everi Holdings, Inc., formerly known as Global Cash Access Holdings, Inc., depreciated significantly after second quarter earnings came in under expectations. The company also lowered its guidance for full year 2015, citing headwinds from ongoing product development costs and one-time costs related to rebranding activities.

• Conversely, stock selection within the health care and telecommunication services (“telecom”) sectors contributed to performance. Within health care, Sucampo Pharmaceuticals, Inc. appreciated significantly early in the period on the company’s plans to submit an application with the U.S. Food and Drug Administration (FDA) for pediatric use of its constipation drug Amitiza. Shares of the company were further boosted by a revision in the FDA’s draft guidance for generic drugmakers regarding bioequivalence to Amitiza. An overweight position in over-the-counter health care product company Prestige Brands Holdings, Inc. rose on news that the company would acquire privately held DenTek Oral Care in a deal expected to increase revenues by $60 million a year. Within telecom, Inteliquent, Inc., a carrier for communication service providers, saw its shares rise on news of a breakthrough business agreement with T-Mobile, the fastest growing provider of wireless services to U.S. consumers. The benefits from the agreement were seen in Inteliquent, Inc.’s third quarter results, which exceeded estimates as the company quickly transitioned a significant portion of the total expected traffic from T-Mobile.

Describe recent portfolio activity.

• During the six-month period, the Master Portfolio increased its overall weighting in the materials sector and decreased its overall weighting in financials.

Describe portfolio positioning at period end.

• Relative to the Russell 2000^® Growth Index, the Master Portfolio ended the period with its largest sector overweight in consumer discretionary and its most significant underweight in consumer staples.

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

6 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

BlackRock Small Cap Growth Fund II

      Total Return Based on a $10,000 Investment

¹  Assuming maximum sales charges, if any, transaction costs and other operating expenses, including administration fees, if any. Institutional Shares do not have a sales charge.

²  The Fund invests all of its assets in the Master Portfolio. The Master Portfolio will, under normal circumstances, invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of small cap companies and at least 80% of its net assets (plus any borrowings for investment purposes) in securities or instruments of issuers located in the United States.

³  An unmanaged index that measures performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000^® Index companies with higher price-to-value ratios and higher forecasted growth values.

Performance Summary for the Period Ended November 30, 2015
				Average Annual Total Returns4
				1 Year						5 Years						10 Years
	6-Month Total Returns			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge
Institutional		(5.44	)%		4.63	%		N/A			12.36	%		N/A			7.37	%		N/A
Investor A		(5.50	)		4.44			(1.04	)%		12.03			10.83	%		7.08			6.50	%
Investor C		(5.98	)		3.49			2.54			11.04			11.04			6.10			6.10
Class R		(5.67	)		4.17			N/A			11.72			N/A			6.72			N/A
Russell 2000® Growth Index		(3.48	)		6.63			N/A			13.41			N/A			8.46			N/A

⁴  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 8 for a detailed description of share classes, including any related sales charges and fees.

N/A—Not applicable as share class and index do not have a sales charge.

Past performance is not indicative of future results.

Expense Example
	Actual			Hypothetical6
	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During the Period5	Beginning Account Value June 1, 2015	Ending Account Value November 30, 2015	Expenses Paid During the Period5	Annualized Expense Ratio
Institutional	$1,000.00	$945.60	$  5.69	$1,000.00	$1,019.15	$  5.91	1.17%
Investor A	$1,000.00	$945.00	$  6.86	$1,000.00	$1,017.95	$  7.11	1.41%
Investor C	$1,000.00	$940.20	$11.06	$1,000.00	$1,013.60	$11.48	2.28%
Class R	$1,000.00	$943.30	$  8.11	$1,000.00	$1,016.65	$  8.42	1.67%

⁵  For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 183/ 366 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master Portfolio, the expense example reflects the net expenses of both the Fund and the Master Portfolio in which it invests.

⁶  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 366.

See “Disclosure of Expenses” on page 8 for further information on how expenses were calculated.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 7

About Fund Performance

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

• Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries.

On June 23, 2015, all issued and outstanding Investor B Shares, which were previously available only in BlackRock Small Cap Growth Fund II, were converted into Investor A Shares with the same relative aggregate net asset value (“NAV”).

• Investor C Shares are subject to a 1.00% CDSC if redeemed within one year of purchase. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year. These shares are generally available through financial intermediaries.

• Class R Shares (available only in BlackRock Small Cap Growth Fund II) are not subject to any sales charge. These shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. These shares are available only to certain employer-sponsored retirement plans.

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance tables on the previous pages assume reinvestment of all distributions, if any, at NAV on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), BlackRock Disciplined Small Cap Core Fund’s investment advisor, has contractually agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waiver and/or reimbursement, the Fund’s performance would have been lower. The Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See Note 6 of the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of these Funds may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other fund expenses. The expense examples on the previous pages (which are based on a hypothetical investment of $1,000 invested on June 1, 2015 and held through November 30, 2015) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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

Derivative Financial Instruments

BlackRock Disciplined Small Cap Core Fund and the Master Portfolio may invest in various derivative financial instruments. Derivative financial instruments are used to obtain exposure to a security, index and/or market without owning or taking physical custody of securities or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage. Derivative financial instruments also involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the derivative

financial instrument. The Fund’s and Master Portfolio’s ability to use a derivative financial instrument successfully depends on the investment advisor’s ability to predict pertinent market movements accurately, which cannot be assured. The use of derivative financial instruments may result in losses greater than if they had not been used, may limit the amount of appreciation the Fund and Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. The Fund’s and Master Portfolio’s investments in these instruments are discussed in detail in the Fund’s and Master Portfolio’s Notes to Financial Statements.

8 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments November 30, 2015 (Unaudited)	BlackRock Disciplined Small Cap Core Fund
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Aerospace & Defense — 0.7%
AAR Corp.		435	$	10,684
Aerojet Rocketdyne Holdings, Inc. (a)		96		1,684
DigitalGlobe, Inc. (a)		1,488		25,147
Esterline Technologies Corp. (a)		154		14,642
Vectrus, Inc. (a)		643		15,535
				67,692
Airlines — 0.9%
Hawaiian Holdings, Inc. (a)		46		1,665
JetBlue Airways Corp. (a)		3,538		87,530
				89,195
Auto Components — 1.6%
American Axle & Manufacturing Holdings, Inc. (a)		1,157		26,333
Cooper Standard Holdings, Inc. (a)		214		15,823
Horizon Global Corp. (a)		2,855		24,810
Lear Corp.		190		23,921
Metaldyne Performance Group, Inc.		54		1,216
Shiloh Industries, Inc. (a)		145		996
Tenneco, Inc. (a)		597		32,166
Tower International, Inc.		933		28,606
				153,871
Banks — 10.2%
Camden National Corp.		75		3,371
Central Pacific Financial Corp.		6,299		146,389
Chemical Financial Corp.		23		848
Fidelity Southern Corp.		7,156		161,869
First Busey Corp.		1,166		25,640
First Midwest Bancorp, Inc.		505		9,868
Great Western Bancorp, Inc.		890		26,896
Heritage Commerce Corp.		3,760		40,608
Metro Bancorp, Inc.		66		2,243
Seacoast Banking Corp. (a)		8,077		129,636
South State Corp.		2,058		161,779
Umpqua Holdings Corp.		10,844		194,324
Western Alliance Bancorp (a)		948		36,773
Wintrust Financial Corp.		1,447		76,156
				1,016,400
Beverages — 0.6%
Castle Brands, Inc. (a)		2,255		2,977
National Beverage Corp. (a)		104		4,519
Primo Water Corp. (a)		5,684		50,531
				58,027
Biotechnology — 6.1%
ACADIA Pharmaceuticals, Inc. (a)		116		4,402
Acorda Therapeutics, Inc. (a)		762		29,101
Anacor Pharmaceuticals, Inc. (a)		373		43,540
BioSpecifics Technologies Corp. (a)		259		12,549
Catalyst Biosciences, Inc.		617		1,808
Cepheid, Inc. (a)		134		4,816
Cerulean Pharma, Inc. (a)		1,127		3,651
ChemoCentryx, Inc. (a)		2,174		16,414
Chiasma, Inc. (a)		140		3,107
China Biologic Products, Inc. (a)		154		18,098
Clovis Oncology, Inc. (a)		12		377

Common Stocks	Shares		Value
Biotechnology (continued)
Concert Pharmaceuticals, Inc. (a)		502	$	11,511
Cytokinetics, Inc. (a)		1,111		13,132
Dyax Corp. (a)		1,234		41,536
Dynavax Technologies Corp. (a)		996		27,778
Emergent BioSolutions, Inc. (a)		689		25,955
Enzon Pharmaceuticals, Inc.		8,722		6,331
EPIRUS Biopharmaceuticals, Inc. (a)		345		1,680
FibroGen, Inc. (a)		221		6,573
Genomic Health, Inc. (a)		744		22,558
Halozyme Therapeutics, Inc. (a)		1,697		30,207
Histogenics Corp. (a)		540		1,777
Ignyta, Inc. (a)		640		9,408
Immune Design Corp. (a)		270		5,651
Infinity Pharmaceuticals, Inc. (a)		621		5,477
Isis Pharmaceuticals, Inc. (a)		61		3,723
Ligand Pharmaceuticals, Inc. (a)		214		22,915
Merrimack Pharmaceuticals, Inc. (a)		479		4,507
MiMedx Group, Inc. (a)		591		5,295
Momenta Pharmaceuticals, Inc. (a)		1,371		24,486
Myriad Genetics, Inc. (a)		586		25,491
Neurocrine Biosciences, Inc. (a)		351		19,084
Novavax, Inc. (a)		274		2,345
Ocata Therapeutics, Inc. (a)(b)		233		1,999
PDL BioPharma, Inc.		3,589		13,584
Peregrine Pharmaceuticals, Inc. (a)		2,138		2,758
PTC Therapeutics, Inc. (a)		197		5,918
Radius Health, Inc. (a)		67		4,074
Raptor Pharmaceutical Corp. (a)		1,701		10,750
Repligen Corp. (a)		867		24,649
Rigel Pharmaceuticals, Inc. (a)		6,610		21,681
Strongbridge Biopharma PLC		1,872		13,460
Tobira Therapeutics, Inc. (a)		1,614		21,628
Trevena, Inc. (a)		695		8,750
Ultragenyx Pharmaceutical, Inc. (a)		75		7,374
United Therapeutics Corp. (a)		87		13,279
				605,187
Building Products — 1.6%
Apogee Enterprises, Inc.		77		3,867
Continental Building Products, Inc. (a)		1,648		30,060
Gibraltar Industries, Inc. (a)		1,378		36,779
Insteel Industries, Inc.		413		10,077
Universal Forest Products, Inc.		949		73,320
				154,103
Capital Markets — 0.4%
Ashford, Inc. (a)		37		2,288
Investment Technology Group, Inc.		597		11,982
Janus Capital Group, Inc.		592		9,348
Piper Jaffray Cos. (a)		289		11,713
Stifel Financial Corp. (a)		60		2,722
				38,053
Chemicals — 1.2%
Advanced Emissions Solutions, Inc. (a)		3,745		22,077
AgroFresh Solutions, Inc.		1,044		6,734
Axiall Corp.		107		2,230
Innophos Holdings, Inc.		67		1,991
Innospec, Inc.		249		14,542

Portfolio Abbreviations
CVR	Contingent Value Rights
REIT	Real Estate Investment Trust

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 9

Schedule of Investments (continued) BlackRock Disciplined Small Cap Core Fund

Common Stocks	Shares		Value
Chemicals (continued)
Olin Corp.		147	$	3,200
Sensient Technologies Corp.		544		36,361
Stepan Co.		297		15,462
Trinseo SA (b)		489		13,966
				116,563
Commercial Services & Supplies — 2.3%
ABM Industries, Inc.		88		2,611
ARC Document Solutions, Inc. (a)		11,327		57,315
Herman Miller, Inc.		962		30,505
Interface, Inc.		3,821		75,961
Knoll, Inc.		1,861		41,463
Quad/Graphics, Inc.		1,983		20,465
				228,320
Communications Equipment — 1.7%
Calix, Inc. (a)		3,133		24,813
Digi International, Inc. (a)		696		8,707
Ixia (a)		3,345		43,686
Lumentum Holdings, Inc. (a)		1,284		25,680
MRV Communications, Inc. (a)		194		2,782
NETGEAR, Inc. (a)		600		26,466
PC-Tel, Inc.		4,682		24,955
ShoreTel, Inc. (a)		1,065		10,927
				168,016
Construction & Engineering — 1.5%
Comfort Systems U.S.A., Inc.		2,758		87,539
Dycom Industries, Inc. (a)		551		48,146
Orion Marine Group, Inc. (a)		2,383		10,438
				146,123
Construction Materials — 0.1%
Headwaters, Inc. (a)		694		13,304
Consumer Finance — 0.8%
Consumer Portfolio Services, Inc. (a)		10,331		48,349
Emergent Capital, Inc. (a)		7,494		32,074
				80,423
Containers & Packaging — 0.6%
Graphic Packaging Holding Co.		4,242		57,988
Diversified Consumer Services — 0.7%
Cambium Learning Group, Inc. (a)		5,248		27,237
Collectors Universe, Inc.		790		12,608
K12, Inc. (a)		2,832		28,716
Steiner Leisure Ltd. (a)		72		4,527
				73,088
Diversified Financial Services — 0.2%
Marlin Business Services Corp.		1,110		19,403
Diversified Telecommunication Services — 0.4%
Inteliquent, Inc.		1,909		36,672
Premiere Global Services, Inc. (a)		261		3,620
				40,292
Electric Utilities — 0.7%
Cleco Corp.		339		16,987
IDACORP, Inc.		320		21,773
Portland General Electric Co.		921		34,003
				72,763
Electrical Equipment — 0.1%
SL Industries, Inc. (a)		386		13,375
Electronic Equipment, Instruments & Components — 2.4%
Benchmark Electronics, Inc. (a)		829		17,790
Fabrinet		376		8,998

Common Stocks	Shares		Value
Electronic Equipment, Instruments & Components (continued)
Kimball Electronics, Inc. (a)		475	$	5,444
Littelfuse, Inc.		95		10,313
Multi-Fineline Electronix, Inc. (a)		2,323		57,332
OSI Systems, Inc. (a)		252		23,595
Radisys Corp. (a)		16,757		44,406
RealD, Inc. (a)		227		2,384
Tech Data Corp. (a)		655		44,311
Vishay Precision Group, Inc. (a)		2,192		26,370
				240,943
Energy Equipment & Services — 0.9%
Aspen Aerogels, Inc. (a)		4,696		30,524
Bristow Group, Inc.		144		4,399
Dawson Geophysical Co. (a)		11,309		50,099
Gulf Island Fabrication, Inc.		433		4,287
Matrix Service Co. (a)		60		1,379
North Atlantic Drilling Ltd.		1,416		777
PHI, Inc. (a)		116		2,479
				93,944
Food & Staples Retailing — 0.5%
SUPERVALU, Inc. (a)		6,671		44,829
Food Products — 0.7%
Cal-Maine Foods, Inc. (b)		835		45,516
Omega Protein Corp. (a)		143		3,515
Pilgrim’s Pride Corp.		992		21,358
				70,389
Gas Utilities — 0.4%
Southwest Gas Corp.		546		30,620
WGL Holdings, Inc.		84		5,179
				35,799
Health Care Equipment & Supplies — 3.8%
Alphatec Holdings, Inc. (a)		5,403		1,243
AngioDynamics, Inc. (a)		4,063		48,350
ICU Medical, Inc. (a)		702		79,635
Lantheus Holdings, Inc. (a)		1,731		6,128
Masimo Corp. (a)		3,384		140,368
Merit Medical Systems, Inc. (a)		405		7,845
NuVasive, Inc. (a)		154		8,030
Orthofix International NV (a)		284		11,235
RTI Surgical, Inc. (a)		9,434		36,981
STERIS PLC		32		2,444
SurModics, Inc. (a)		138		2,906
Symmetry Surgical, Inc. (a)		3,597		32,733
				377,898
Health Care Providers & Services — 3.9%
Alliance HealthCare Services, Inc. (a)		332		2,991
AMN Healthcare Services, Inc. (a)		1,745		51,478
Cross Country Healthcare, Inc. (a)		173		3,157
Five Star Quality Care, Inc. (a)		6,151		22,082
Health Net, Inc. (a)		667		42,194
Molina Healthcare, Inc. (a)		710		42,785
Surgical Care Affiliates, Inc. (a)		983		36,538
Team Health Holdings, Inc. (a)		2,085		114,967
VCA, Inc. (a)		1,323		72,805
				388,997
Hotels, Restaurants & Leisure — 4.2%
BFC Financial Corp., Class A (a)		5,961		21,400
Boyd Gaming Corp. (a)		688		13,478
Brinker International, Inc.		61		2,783
Caesars Acquisition Co., Class A (a)		240		1,896
Century Casinos, Inc. (a)		657		4,402
Cheesecake Factory, Inc.		128		6,033

See Notes to Financial Statements.

10 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Disciplined Small Cap Core Fund

Common Stocks	Shares		Value
Hotels, Restaurants & Leisure (continued)
Cracker Barrel Old Country Store, Inc. (b)		563	$	70,893
Eldorado Resorts, Inc. (a)		4,050		39,245
Intrawest Resorts Holdings, Inc. (a)		3,176		29,219
Isle of Capri Casinos, Inc. (a)		614		11,322
J. Alexander’s Holdings, Inc. (a)		521		5,543
Jack in the Box, Inc.		2,047		151,765
Luby’s, Inc. (a)		3,133		14,976
Vail Resorts, Inc.		329		39,677
				412,632
Household Durables — 1.0%
Installed Building Products, Inc. (a)		108		2,706
La-Z-Boy, Inc.		2,037		54,612
Lennar Corp., B Shares		94		3,910
LGI Homes, Inc. (a)		33		1,098
WCI Communities, Inc. (a)		574		13,897
ZAGG, Inc. (a)		2,320		23,942
				100,165
Household Products — 0.2%
Central Garden & Pet Co., Class A		1,220		19,264
Oil-Dri Corp. of America		61		1,904
				21,168
Independent Power and Renewable Electricity Producers — 0.4%
Dynegy, Inc. (a)		613		9,882
Talen Energy Corp. (a)		2,711		21,119
TerraForm Global, Inc., Class A		995		4,010
				35,011
Insurance — 2.4%
American Equity Investment Life Holding Co.		3,352		89,867
American National Insurance Co.		19		2,040
CNO Financial Group, Inc.		1,070		21,646
Employers Holdings, Inc.		71		1,946
Fidelity & Guaranty Life		3,084		79,197
First American Financial Corp.		106		4,181
National General Holdings Corp.		592		12,971
Symetra Financial Corp.		423		13,316
Universal Insurance Holdings, Inc. (b)		699		13,805
				238,969
Internet & Catalog Retail — 0.1%
U.S. Auto Parts Network, Inc. (a)		2,124		5,268
Internet Software & Services — 3.1%
Constant Contact, Inc. (a)		178		5,570
Demand Media, Inc. (a)		2,925		17,667
IntraLinks Holdings, Inc. (a)		399		4,082
Limelight Networks, Inc. (a)		7,655		12,937
LogMeIn, Inc. (a)		1,960		139,983
Monster Worldwide, Inc.		648		4,173
QuinStreet, Inc. (a)		12,978		63,462
SciQuest, Inc. (a)		2,614		33,747
Tremor Video, Inc. (a)		1,388		2,845
Web.com Group, Inc. (a)		817		19,780
XO Group, Inc. (a)		435		7,325
				311,571
IT Services — 1.9%
Computer Task Group, Inc.		4,137		27,842
Convergys Corp.		110		2,834
Datalink Corp. (a)		2,672		19,639
Euronet Worldwide, Inc. (a)		159		12,357
Everi Holdings, Inc. (a)		1,346		5,142
Higher One Holdings, Inc. (a)		15,035		47,661
Lionbridge Technologies, Inc. (a)		1,589		8,422
Net 1 UEPS Technologies, Inc. (a)		1,328		20,093

Common Stocks	Shares		Value
IT Services (continued)
Science Applications International Corp.		867	$	43,558
				187,548
Leisure Products — 0.9%
Brunswick Corp.		1,184		62,314
Marine Products Corp.		1,745		12,250
Nautilus, Inc. (a)		740		14,215
				88,779
Life Sciences Tools & Services — 0.9%
Harvard Bioscience, Inc. (a)		4,026		12,762
INC Research Holdings, Inc., Class A (a)		1,713		81,025
				93,787
Machinery — 2.6%
Accuride Corp. (a)		1,385		3,573
Blount International, Inc. (a)		1,296		7,517
Briggs & Stratton Corp.		1,324		25,209
Commercial Vehicle Group, Inc. (a)		7,761		26,387
FreightCar America, Inc.		53		1,285
Global Brass & Copper Holdings, Inc.		2,094		48,706
Greenbrier Cos., Inc.		922		31,237
Hardinge, Inc.		96		934
Hillenbrand, Inc.		69		2,090
Hyster-Yale Materials Handling, Inc.		194		11,219
John Bean Technologies Corp.		56		2,738
L.B. Foster Co., Class A		286		3,546
LS Starrett Co., Class A		525		5,807
Meritor, Inc. (a)		98		1,053
SPX Corp.		2,037		22,488
Supreme Industries, Inc., Class A		4,420		35,360
Wabash National Corp. (a)		2,354		30,531
				259,680
Media — 0.9%
Crown Media Holdings, Inc., Class A (a)		181		1,026
Entercom Communications Corp., Class A (a)		2,548		30,856
Harte-Hanks, Inc.		15,923		59,870
				91,752
Metals & Mining — 0.5%
Kaiser Aluminum Corp.		71		6,086
Worthington Industries, Inc.		1,517		46,678
				52,764
Multiline Retail — 0.6%
Burlington Stores, Inc. (a)		1,252		60,234
Oil, Gas & Consumable Fuels — 3.0%
Abraxas Petroleum Corp. (a)		11,530		15,220
Alon USA Energy, Inc.		266		4,679
Archrock, Inc.		1,809		19,121
DHT Holdings, Inc.		6,302		47,265
Enviva Partners LP		629		9,630
Evolution Petroleum Corp.		7,442		45,768
Exterran Corp. (a)		288		4,715
Gener8 Maritime, Inc. (a)		4,560		44,186
Isramco, Inc. (a)		119		10,948
Noble Energy, Inc.		203		7,444
Nordic American Tankers Ltd.		451		6,675
Oasis Petroleum, Inc. (a)		661		7,595
PDC Energy, Inc. (a)		447		25,251
RSP Permian, Inc. (a)		74		2,100
Scorpio Tankers, Inc.		3,742		32,368
Transatlantic Petroleum Ltd.		1,890		2,930
Triangle Petroleum Corp. (a)(b)		11,937		9,144
W&T Offshore, Inc.		343		1,286

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 11

Schedule of Investments (continued) BlackRock Disciplined Small Cap Core Fund

Common Stocks	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Western Refining, Inc.		36	$	1,629
				297,954
Paper & Forest Products — 0.5%
Boise Cascade Co. (a)		674		21,096
Domtar Corp.		682		28,023
				49,119
Personal Products — 0.0%
USANA Health Sciences, Inc. (a)		27		3,616
Pharmaceuticals — 1.8%
Endo International PLC (a)		56		3,443
Furiex Pharmaceuticals, Inc. — CVR (a)		11		110
Juniper Pharmaceuticals, Inc. (a)		1,681		19,903
Lannett Co., Inc. (a)		156		5,766
Marinus Pharmaceuticals, Inc. (a)		600		4,362
Prestige Brands Holdings, Inc. (a)		1,882		95,775
SciClone Pharmaceuticals, Inc. (a)		1,359		12,462
Sucampo Pharmaceuticals, Inc., Class A (a)		1,410		24,182
ZS Pharma, Inc. (a)		101		9,086
				175,089
Professional Services — 1.7%
Insperity, Inc.		1,241		53,562
Kforce, Inc.		2,018		54,365
RPX Corp. (a)		2,852		39,557
Volt Information Sciences, Inc. (a)		1,060		8,904
Willdan Group, Inc. (a)		1,030		9,064
				165,452
Real Estate Investment Trusts (REITs) — 8.3%
Arbor Realty Trust, Inc.		18,671		128,456
Armada Hoffler Properties, Inc.		268		3,026
Ashford Hospitality Prime, Inc.		359		5,098
Chatham Lodging Trust		3,854		87,833
Colony Capital, Inc., Class A		461		9,432
CoreSite Realty Corp.		63		3,690
DiamondRock Hospitality Co.		6,969		77,565
DuPont Fabros Technology, Inc.		737		24,350
EPR Properties		536		30,037
Equity LifeStyle Properties, Inc.		513		32,001
FelCor Lodging Trust, Inc.		867		6,953
Gramercy Property Trust, Inc.		1,075		25,682
Hersha Hospitality Trust		2,422		57,183
InfraREIT, Inc. (a)		2,944		59,380
LaSalle Hotel Properties		545		15,374
Lexington Realty Trust		3,701		31,792
New Residential Investment Corp.		951		12,097
Northstar Realty Finance Corp. (a)		322		5,809
Pebblebrook Hotel Trust		1,506		47,966
PS Business Parks, Inc.		782		69,144
RLJ Lodging Trust		2,857		69,711
Strategic Hotels & Resorts, Inc.		1,507		21,339
Summit Hotel Properties, Inc.		192		2,559
				826,477
Real Estate Management & Development — 0.7%
AV Homes, Inc. (a)		1,505		20,950
FRP Holdings, Inc. (a)		510		15,805
Marcus & Millichap, Inc. (a)		885		29,037
RE/MAX Holdings, Inc., Class A		137		5,139
				70,931

Common Stocks	Shares		Value
Road & Rail — 1.0%
Ryder System, Inc.		641	$	42,280
Swift Transportation Co. (a)		3,288		52,509
				94,789
Semiconductors & Semiconductor Equipment — 3.7%
Ambarella, Inc. (b)		59		3,706
Axcelis Technologies, Inc. (a)		8,834		23,322
Cascade Microtech, Inc. (a)		1,700		27,625
Cirrus Logic, Inc. (a)		312		10,315
Fairchild Semiconductor International, Inc.		647		12,642
Integrated Device Technology, Inc. (a)		2,063		57,847
IXYS Corp.		944		12,017
MaxLinear, Inc., Class A (a)		888		15,540
Microsemi Corp. (a)		795		28,628
MKS Instruments, Inc.		123		4,535
Monolithic Power Systems, Inc.		277		18,927
OmniVision Technologies, Inc. (a)		326		9,519
Photronics, Inc. (a)		390		4,278
Sigma Designs, Inc. (a)		381		3,309
Synaptics, Inc. (a)		81		7,271
Tessera Technologies, Inc.		4,048		128,929
Ultra Clean Holdings, Inc. (a)		614		3,113
				371,523
Software — 4.7%
Aspen Technology, Inc. (a)		1,269		55,773
Exa Corp. (a)		5,290		56,973
Gigamon, Inc. (a)		298		8,073
Imperva, Inc. (a)		83		6,194
Infoblox, Inc. (a)		1,032		15,521
Manhattan Associates, Inc. (a)		2,167		165,992
MicroStrategy, Inc., Class A (a)		12		2,080
Monotype Imaging Holdings, Inc.		585		15,462
Pegasystems, Inc.		1,638		48,387
Progress Software Corp. (a)		1,231		29,532
Take-Two Interactive Software, Inc. (a)		319		11,283
Telenav, Inc. (a)		887		6,307
Upland Software, Inc. (a)		2,955		21,660
Zix Corp. (a)		4,965		27,854
				471,091
Specialty Retail — 2.8%
Aaron’s, Inc. (a)		1,200		29,124
American Eagle Outfitters, Inc.		2,323		36,169
Barnes & Noble, Inc.		3,174		40,627
Chico’s FAS, Inc.		5,313		63,756
Express, Inc. (a)		1,045		17,493
Finish Line, Inc., Class A		198		3,285
Group 1 Automotive, Inc.		290		23,554
Haverty Furniture Cos., Inc.		156		3,766
hhgregg, Inc. (a)		558		2,299
Murphy U.S.A., Inc. (a)		183		10,899
Rent-A-Center, Inc.		163		2,797
Sonic Automotive, Inc., Class A		658		15,963
Stage Stores, Inc.		989		7,655
Tilly’s, Inc., Class A (a)		859		5,300
West Marine, Inc. (a)		1,526		14,024
				276,711
Technology Hardware, Storage & Peripherals — 0.0%
Avid Technology, Inc. (a)		415		3,150

See Notes to Financial Statements.

12 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Disciplined Small Cap Core Fund

Common Stocks	Shares		Value
Textiles, Apparel & Luxury Goods — 1.3%
Columbia Sportswear Co.		76	$	3,559
Culp, Inc.		1,402		39,508
Deckers Outdoor Corp. (a)		882		43,165
Skechers U.S.A., Inc., Class A (a)		1,327		40,075
				126,307
Thrifts & Mortgage Finance — 2.8%
Anchor BanCorp Wisconsin, Inc. (a)		638		26,790
EverBank Financial Corp.		8,872		153,131
Flagstar Bancorp, Inc. (a)		3,558		87,384
MGIC Investment Corp. (a)		872		8,319
Radian Group, Inc.		385		5,486
				281,110
Tobacco — 0.4%
Vector Group Ltd.		1,535		38,851
Trading Companies & Distributors — 0.6%
CAI International, Inc. (a)		1,796		20,079
Neff Corp., Class A (a)		4,552		37,827
				57,906
Water Utilities — 1.4%
California Water Service Group		5,560		125,267
Connecticut Water Service, Inc.		149		5,410
Middlesex Water Co.		215		5,510
				136,187
Wireless Telecommunication Services — 0.0%
Leap Wireless International, Inc. — CVR (a)		216		544
Total Common Stocks — 99.4%				9,871,120

Other Interests (c)	Beneficial Interest (000)		Value
Professional Services — 0.0%
Dolan Co., Escrow (a)		$  2		$  39
Total Other Interests — 0.0%				39
Total Long-Term Investments (Cost — $9,508,228) — 99.4%				9,871,159
Short-Term Securities	Shares
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.14% (d)(e)		128,665		128,665
	Beneficial Interest (000)
BlackRock Liquidity Series, LLC, Money Market Series, 0.27% (d)(e)(f)		$166		166,267
Total Short-Term Securities (Cost — $294,932) — 3.0%				294,932
Total Investments (Cost — $9,803,160) — 102.4%				10,166,091
Liabilities in Excess of Other Assets — (2.4)%				(235,721	)
Net Assets — 100.0%			$	9,930,370

      Notes to Schedule of Investments

(a) Non-income producing security.

(b) Security, or a portion of security, is on loan.

(c) Other interests represent beneficial interests in liquidation trusts and other reorganization or private entities.

(d) During the six months ended November 30, 2015, investments in issuers considered to be affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares/ Beneficial Interest Held at May 31,  2015		Net Activity			Shares/ Beneficial Interest Held at November 30, 2015		Income
BlackRock Liquidity Funds, TempFund, Institutional Class		161,872		(33,207	)		128,665	$	84
BlackRock Liquidity Series, LLC, Money Market Series		$129,625		$36,642			$166,267	$	1,373	1

¹  Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

(e) Represents the current yield as of period end.

(f) Security was purchased with the cash collateral from loaned securities. The Fund may withdraw up to 25% of its investment daily, although the manager of the BlackRock Liquidity Series, LLC, Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• For Fund compliance purposes, the Fund’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment advisor. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 13

Schedule of Investments (continued) BlackRock Disciplined Small Cap Core Fund

      Derivative Financial Instruments Outstanding as of Period End

Financial Futures Contracts
Contracts Long	Issue	Expiration	Notional Value		Unrealized     Appreciation
1	E-Mini Russell 2000 Futures	December 2015	$	119,590		$5,417

      Derivative Financial Instruments Categorized by Risk Exposure

As of period end, fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:

		Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Financial futures contracts	Net unrealized appreciation1		—		—		$5,417		—		—		—		$	5,417

¹  Includes cumulative appreciation (depreciation) on financial futures contracts, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

For the six months ended November 30, 2015, the effect of derivative financial instruments in the Statements of Operations were as follows:

Net Realized Loss from:	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Financial futures contracts		—		—		$(4,002	)		—		—		—	$	(4,002	)
Net Change in Unrealized Appreciation (Depreciation) on:
Financial futures contracts		—		—		$ 5,419			—		—		—	$	5,419

       Average Quarterly Balances of Outstanding Derivative Financial Instruments

Financial futures contracts:
Average notional value of contract — long	$	117,670

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

      Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments and derivative financial instruments. For information about the Fund’s policy regarding valuation of investments and derivative financial instruments, refer to the Notes to Financial Statements.

The following tables summarize the Fund’s investments and derivative financial instruments categorized in the disclosure hierarchy:

	Level 1			Level 2			Level 3			Total
Assets:
Investments:
Long-Term Investments1		$	9,870,466			—		$	693		$	9,871,159
Short-Term Securities			128,665		$	166,267			—			294,932
Total		$	9,999,131		$	166,267		$	693		$	10,166,091
1     See above Schedule of Investments for values in each industry. Investments categorized as Level 3 are included in Pharmaceuticals, Wireless Telecommunications Services and Other Interests.
	Level 1			Level 2			Level 3			Total
Derivative Financial Instruments2
Assets:
Equity contracts		$	5,417			—			—		$	5,417
2     Derivative financial instruments are financial futures contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

See Notes to Financial Statements.

14 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (concluded) BlackRock Disciplined Small Cap Core Fund

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

	Level 1			Level 2				Level 3		Total
Assets:
Cash pledged for financial futures contracts		$	6,000			—			—		$	6,000
Liabilities:
Collateral on securities loaned at value			—		$	(166,267	)		—			(166,267	)
Total		$	6,000		$	(166,267	)		—		$	(160,267	)

During the six months ended November 30, 2015, there were no transfers between levels.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 15

Statements of Assets and Liabilities

November 30, 2015 (Unaudited)	BlackRock Disciplined Small Cap Core Fund		BlackRock Small Cap Growth Fund II
Assets
Investments at value — unaffiliated (including securities loaned at value of $157,312) (cost — $9,508,228)	$	9,871,159		—
Investments at value — affiliated (cost — $294,932)		294,932		—
Investments at value — Master Portfolio (cost — $185,658,346)		—	$	196,548,022
Cash pledged for financial futures contracts		6,000		—
Receivables:
Investments sold		117,586		—
Securities lending income — affiliated		559		—
Capital shares sold		28		116,149
Dividends		10,486		—
From the Manager		27,972		—
Withdrawals from the Master Portfolio		—		216,778
Prepaid expenses		14,165		39,005
Total assets		10,342,887		196,919,954
Liabilities
Collateral on securities loaned at value		166,267		—
Payables:
Investments purchased		149,404		—
Administration fees		—		32,095
Capital shares redeemed		1,000		332,927
Officer’s and Trustees’/Directors’ fees		1,129		165
Other accrued expenses		38,260		31,779
Other affiliates		—		3,438
Professional fees		54,365		36,769
Service and distribution fees		1,005		54,345
Transfer agent fees		597		129,592
Variation margin payable on financial futures contracts		490		—
Total liabilities		412,517		621,110
Net Assets	$	9,930,370	$	196,298,844
Net Assets Consist of
Paid-in capital	$	9,276,456	$	180,175,021
Undistributed (accumulated) net investment income (loss)		41,932		(577,912	)
Undistributed net realized gain		243,634		—
Undistributed net realized gain allocated from the Master Portfolio		—		5,812,059
Net unrealized appreciation (depreciation)		368,348		—
Net unrealized appreciation (depreciation) allocated from the Master Portfolio		—		10,889,676
Net Assets	$	9,930,370	$	196,298,844

See Notes to Financial Statements.

16 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Statements of Assets and Liabilities (concluded)

November 30, 2015 (Unaudited)	BlackRock Disciplined Small Cap Core Fund			BlackRock Small Cap Growth Fund II
Net Asset Value
Institutional
Net assets	$	5,948,809		$	65,582,653
Shares outstanding		528,416	1		4,986,189	2
Net asset value	$	11.26		$	13.15
Investor A
Net assets	$	3,579,372		$	70,221,164
Shares outstanding		318,879	1		5,656,061	2
Net asset value	$	11.22		$	12.42
Investor C
Net assets	$	402,189		$	38,674,505
Shares outstanding		36,256	1		3,866,312	2
Net asset value	$	11.09		$	10.00
Class R
Net assets		—		$	21,820,522
Shares outstanding		—			1,922,951	2
Net asset value		—		$	11.35

¹  Unlimited number of shares authorized, $0.001 par value.

²  100 million shares authorized, $0.0001 par value.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 17

Statements of Operations

Six Months Ended November 30, 2015 (Unaudited)	BlackRock Disciplined Small Cap Core Fund			BlackRock Small Cap Growth Fund II
Investment Income
Dividends — unaffiliated	$	79,228			—
Securities lending — affiliated — net		1,373			—
Dividends — affiliated		84			—
Net investment income allocated from the Master Portfolio:
Dividends — unaffiliated		—		$	914,209
Securities lending — affiliated — net		—			83,128
Dividends — affiliated		—			1,043
Expenses		—			(834,324	)
Fees waived		—			167,835
Total income		80,685			331,891
Expenses
Professional		51,541			26,832
Registration		23,767			33,638
Investment advisory		21,268			—
Printing		11,637			21,460
Custodian		9,227			—
Pricing		5,956			—
Service and distribution — class specific		5,600			355,031
Accounting services		4,376			—
Officer and Trustees/Directors		3,759			71
Transfer agent — class specific		2,865			268,963
Administration		2,009			207,522
Administration — class specific		944			—
Miscellaneous		5,480			6,425
Total expenses		148,429			919,942
Less:
Fees waived and/or reimbursed by the Manager		(103,713	)		—
Administration fees waived		(2,009	)		—
Administration fees waived — class specific		(942	)		—
Transfer agent fees reimbursed — class specific		(2,803	)		—
Total expenses after fees waived and/or reimbursed		38,962			919,942
Net investment income (loss)		41,723			(588,051	)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments		277,826			—
Financial futures contracts		(4,002	)		—
Investments and financial futures contracts allocated from the Master Portfolio		—			7,334,584
		273,824			7,334,584
Net change in unrealized appreciation (depreciation) on:
Investments		(529,389	)		—
Financial futures contracts		5,419			—
Investments and financial futures contracts allocated from the Master Portfolio		—			(18,859,164	)
		(523,970	)		(18,859,164	)
Net realized and unrealized loss		(250,146	)		(11,524,580	)
Net Decrease in Net Assets Resulting from Operations	$	(208,423	)	$	(12,112,631	)

See Notes to Financial Statements.

18 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Statements of Changes in Net Assets

	BlackRock Disciplined Small Cap Core Fund						BlackRock Small Cap Growth Fund II
Increase (Decrease) in Net Assets:	Six Months Ended November 30, 2015 (Unaudited)			Year Ended May 31, 2015			Six Months Ended November 30, 2015 (Unaudited)			Year Ended May 31, 2015
Operations
Net investment income (loss)	$	41,723		$	45,249		$	(588,051	)	$	(1,468,865	)
Net realized gain		273,824			307,278			7,334,584			19,291,678
Net change in unrealized appreciation (depreciation)		(523,970	)		411,992			(18,859,164	)		9,638,941
Net increase (decrease) in net assets resulting from operations		(208,423	)		764,519			(12,112,631	)		27,461,754
Distributions to Shareholders1
From net investment income:
Institutional		(16,321	)		(19,895	)		—			—
Investor A		(5,331	)		(2,806	)		—			—
From net realized gain:
Institutional		(84,851	)		(581,949	)		(3,727,177	)		(9,205,191	)
Investor A		(39,508	)		(98,084	)		(3,893,386	)		(9,863,810	)
Investor B		—			—			—			(165,249	)
Investor C		(4,594	)		(11,182	)		(2,362,838	)		(6,724,128	)
Class R		—			—			(1,238,546	)		(3,743,363	)
Decrease in net assets resulting from distributions to shareholders		(150,605	)		(713,916	)		(11,221,947	)		(29,701,741	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		1,118,906			2,024,918			580,079			(10,300,360	)
Net Assets
Total increase (decrease) in net assets		759,878			2,075,521			(22,754,499	)		(12,540,347	)
Beginning of period		9,170,492			7,094,971			219,053,343			231,593,690
End of period	$	9,930,370		$	9,170,492		$	196,298,844		$	219,053,343
Undistributed (accumulated) net investment income (loss), end of period	$	41,932		$	21,861		$	(577,912	)	$	10,139

¹  Distributions for annual periods determined in accordance with federal income tax regulations.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 19

Financial Highlights BlackRock Disciplined Small Cap Core Fund

	Institutional
	Six Months Ended November 30, 2015			Year Ended May 31,						Period March 14, 20131 to May 31, 2013
	(Unaudited)			2015			2014
Per Share Operating Performance
Net asset value, beginning of period	$	11.74		$	11.80		$	10.37		$	10.00
Net investment income2		0.06			0.08			0.07			0.02
Net realized and unrealized gain (loss)		(0.35	)		1.02			2.06			0.35
Net increase (decrease) from investment operations		(0.29	)		1.10			2.13			0.37
Distributions:3
From net investment income		(0.03	)		(0.04	)		(0.15	)		—
From net realized gain		(0.16	)		(1.12	)		(0.55	)		—
Total distributions		(0.19	)		(1.16	)		(0.70	)		—
Net asset value, end of period	$	11.26		$	11.74		$	11.80		$	10.37
Total Return4
Based on net asset value		(2.53	)%5		10.24	%		20.85	%		3.70	%5
Ratios to Average Net Assets
Total expenses		2.97	%6		3.43	%		6.26	%		7.68	%6,7
Total expenses after fees waived and/or reimbursed		0.71	%6,8		0.70	%		0.71	%8		0.70	%6
Net investment income		0.99	%6		0.66	%		0.61	%		0.93	%6
Supplemental Data
Net assets, end of period (000)	$	5,949		$	6,122		$	6,095		$	5,181
Portfolio turnover rate		85	%		148	%		145	%		67	%

¹  Commencement of operations.

²  Based on average shares outstanding.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Annualized.

⁷  Organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 8.75%.

⁸  Includes certain tax expenses. Excluding such tax expenses, total expenses after fees waived and/or reimbursed would have been 0.70%.

See Notes to Financial Statements.

20 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Financial Highlights (continued) BlackRock Disciplined Small Cap Core Fund

	Investor A
	Six Months Ended November 30, 2015			Year Ended May 31,						Period March 14, 20131
	(Unaudited)			2015			2014			to May 31, 2013
Per Share Operating Performance
Net asset value, beginning of period	$	11.71		$	11.78		$	10.37		$	10.00
Net investment income (loss)2		0.04			0.05			(0.01	)		0.01
Net realized and unrealized gain (loss)		(0.35	)		1.01			2.10			0.36
Net increase (decrease) from investment operations		(0.31	)		1.06			2.09			0.37
Distributions:3
From net investment income		(0.02	)		(0.02	)		(0.13	)		—
From net realized gain		(0.16	)		(1.11	)		(0.55	)		—
Total distributions		(0.18	)		(1.13	)		(0.68	)		—
Net asset value, end of period	$	11.22		$	11.71		$	11.78		$	10.37
Total Return4
Based on net asset value		(2.70	)%5		9.96	%		20.49	%		3.70	%5
Ratios to Average Net Assets
Total expenses		3.35	%6		3.70	%		8.25	%		8.16	%6,7
Total expenses after fees waived and/or reimbursed		0.96	%6,8		0.95	%		0.95	%		0.95	%6
Net investment income (loss)		0.77	%6		0.43	%		(0.11	)%		0.67	%6
Supplemental Data
Net assets, end of period (000)	$	3,579		$	2,736		$	899		$	21
Portfolio turnover rate		85	%		148	%		145	%		67	%

¹  Commencement of operations.

²  Based on average shares outstanding.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Annualized.

⁷  Organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 9.23%.

⁸  Includes certain tax expenses. Excluding such tax expenses, total expenses after fees waived and/or reimbursed would have been 0.95%.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 21

Financial Highlights (concluded) BlackRock Disciplined Small Cap Core Fund

	Investor C
	Six Months Ended November 30, 2015			Year Ended May 31,						Period March 14, 20131
	(Unaudited)			2015			2014			to May 31, 2013
Per Share Operating Performance
Net asset value, beginning of period	$	11.60		$	11.71		$	10.35		$	10.00
Net investment income (loss)2		0.00	3		(0.04	)		(0.06	)		(0.00	)4
Net realized and unrealized gain (loss)		(0.35	)		1.02			2.05			0.35
Net increase (decrease) from investment operations		(0.35	)		0.98			1.99			0.35
Distributions:5
From net investment income		—			—			(0.08	)		—
From net realized gain		(0.16	)		(1.09	)		(0.55	)		—
Total distributions		(0.16	)		(1.09	)		(0.63	)		—
Net asset value, end of period	$	11.09		$	11.60		$	11.71		$	10.35
Total Return6
Based on net asset value		(3.08	)%7		9.22	%		19.53	%		3.50	%7
Ratios to Average Net Assets
Total expenses		4.15	%8		4.56	%		7.86	%		8.91	%8,9
Total expenses after fees waived and/or reimbursed		1.71	%8,10		1.70	%		1.71	%10		1.70	%8
Net investment income (loss)		0.01	%8		(0.36	)%		(0.53	)%		(0.08	)%8
Supplemental Data
Net assets, end of period (000)	$	402		$	313		$	101		$	21
Portfolio turnover rate		85	%		148	%		145	%		67	%

¹  Commencement of operations.

²  Based on average shares outstanding.

³  Amount is less than $0.005 per share.

⁴  Amount is greater than $(0.005) per share.

⁵  Distributions for annual periods determined in accordance with federal income tax regulations.

⁶  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁷  Aggregate total return.

⁸  Annualized.

⁹  Organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 9.98%.

¹⁰  Includes certain tax expenses. Excluding such tax expenses, total expenses after fees waived and/or reimbursed would have been 1.70%.

See Notes to Financial Statements.

22 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Financial Highlights BlackRock Small Cap Growth Fund II

	Institutional
	Six Months Ended November 30, 2015			Year Ended May 31,
	(Unaudited)			2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of period	$	14.62		$	14.63		$	15.20		$	13.22		$	15.67		$	11.64
Net investment loss1		(0.01	)		(0.04	)		(0.06	)		(0.01	)		(0.12	)		(0.13	)
Net realized and unrealized gain (loss)		(0.72	)		1.79			3.00			3.72			(2.03	)		4.16	2
Net increase (decrease) from investment operations		(0.73	)		1.75			2.94			3.71			(2.15	)		4.03
Distributions from net realized gain3		(0.74	)		(1.76	)		(3.51	)		(1.73	)		(0.30	)		—
Net asset value, end of period	$	13.15		$	14.62		$	14.63		$	15.20		$	13.22		$	15.67
Total Return4
Based on net asset value		(5.44	)%5		13.44	%		21.70	%		30.95	%		(13.97	)%		34.62	%6
Ratios to Average Net Assets7
Total expenses		1.17	%8,9		1.14	%9		1.14	%9		1.26	%10		1.29	%11		1.24	%11
Net investment loss		(0.21	)%8		(0.28	)%		(0.41	)%		(0.04	)%		(0.84	)%		(0.99	)%
Supplemental Data
Net assets, end of period (000)	$	65,583		$	73,608		$	74,962		$	65,186		$	58,673		$	155,169
Portfolio turnover rate of the Master Portfolio		71	%		140	%		152	%		165	%		143	%		127	%

¹  Based on average shares outstanding.

²  Includes redemption fees, which are less than $0.005 per share.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Includes redemption fees received by the Fund, which had no impact on the Fund’s total return.

⁷  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment loss.

⁸  Annualized.

⁹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.16%.

¹⁰  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

¹¹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 23

Financial Highlights (continued) BlackRock Small Cap Growth Fund II

	Investor A
	Six Months Ended November 30, 2015			Year Ended May 31,
	(Unaudited)			2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of period	$	13.83		$	13.93		$	14.63		$	12.81		$	15.22		$	11.34
Net investment loss1		(0.03	)		(0.07	)		(0.13	)		(0.05	)		(0.14	)		(0.16	)
Net realized and unrealized gain (loss)		(0.67	)		1.70			2.88			3.57			(1.97	)		4.04	2
Net increase (decrease) from investment operations		(0.70	)		1.63			2.75			3.52			(2.11	)		3.88
Distributions from net realized gain3		(0.71	)		(1.73	)		(3.45	)		(1.70	)		(0.30	)		—
Net asset value, end of period	$	12.42		$	13.83		$	13.93		$	14.63		$	12.81		$	15.22
Total Return4
Based on net asset value		(5.50	)%5		13.24	%		21.08	%		30.45	%		(14.12	)%		34.22	%6
Ratios to Average Net Assets7
Total expenses		1.41	%8,9		1.36	%9		1.62	%9		1.62	%10		1.57	%11		1.53	%11
Net investment loss		(0.45	)%8		(0.49	)%		(0.88	)%		(0.34	)%		(1.11	)%		(1.28	)%
Supplemental Data
Net assets, end of period (000)	$	70,221		$	76,423		$	80,144		$	73,799		$	75,467		$	219,005
Portfolio turnover rate of the Master Portfolio		71	%		140	%		152	%		165	%		143	%		127	%

¹  Based on average shares outstanding.

²  Includes redemption fees, which are less than $0.005 per share.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Includes redemption fees received by the Fund, which had no impact on the Fund’s total return.

⁷  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment loss.

⁸  Annualized.

⁹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.16%.

¹⁰  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.02%.

¹¹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

See Notes to Financial Statements.

24 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Financial Highlights (continued) BlackRock Small Cap Growth Fund II

	Investor C
	Six Months Ended November 30, 2015			Year Ended May 31,
	(Unaudited)			2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of period	$	11.23		$	11.71		$	12.79		$	11.44		$	13.76		$	10.35
Net investment loss1		(0.07	)		(0.15	)		(0.19	)		(0.15	)		(0.25	)		(0.26	)
Net realized and unrealized gain (loss)		(0.55	)		1.38			2.47			3.15			(1.77	)		3.67	2
Net increase (decrease) from investment operations		(0.62	)		1.23			2.28			3.00			(2.02	)		3.41
Distributions from net realized gain3		(0.61	)		(1.71	)		(3.36	)		(1.65	)		(0.30	)		—
Net asset value, end of period	$	10.00		$	11.23		$	11.71		$	12.79		$	11.44		$	13.76
Total Return4
Based on net asset value		(5.98	)%5		12.24	%		20.24	%		29.31	%		(14.98	)%		32.95	%6
Ratios to Average Net Assets7
Total expenses		2.28	%8,9		2.29	%9		2.30	%9		2.52	%10		2.52	%11		2.48	%11
Net investment loss		(1.32	)%8		(1.42	)%		(1.55	)%		(1.29	)%		(2.10	)%		(2.24	)%
Supplemental Data
Net assets, end of period (000)	$	38,675		$	44,179		$	45,686		$	43,649		$	40,529		$	62,040
Portfolio turnover rate of the Master Portfolio		71	%		140	%		152	%		165	%		143	%		127	%

¹  Based on average shares outstanding.

²  Includes redemption fees, which are less than $0.005 per share.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Includes redemption fees received by the Fund, which had no impact on the Fund’s total return.

⁷  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment loss.

⁸  Annualized.

⁹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.16%.

¹⁰  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.02%.

¹¹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 25

Financial Highlights (concluded) BlackRock Small Cap Growth Fund II

	Class R
	Six Months Ended November 30, 2015			Year Ended May 31,
	(Unaudited)			2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of period	$	12.67		$	12.95		$	13.80		$	12.19		$	14.55		$	10.88
Net investment loss1		(0.05	)		(0.10	)		(0.12	)		(0.08	)		(0.19	)		(0.20	)
Net realized and unrealized gain (loss)		(0.61	)		1.55			2.70			3.38			(1.87	)		3.87	2
Net increase (decrease) from investment operations		(0.66	)		1.45			2.58			3.30			(2.06	)		3.67
Distributions from net realized gain3		(0.66	)		(1.73	)		(3.43	)		(1.69	)		(0.30	)		—
Net asset value, end of period	$	11.35		$	12.67		$	12.95		$	13.80		$	12.19		$	14.55
Total Return4
Based on net asset value		(5.67	)%5		12.84	%		21.07	%		30.05	%		(14.43	)%		33.73	%6
Ratios to Average Net Assets7
Total expenses		1.67	%8,9		1.73	%9		1.67	%9		1.89	%10		1.91	%11		1.90	%11
Net investment loss		(0.71	)%8		(0.86	)%		(0.92	)%		(0.60	)%		(1.49	)%		(1.65	)%
Supplemental Data
Net assets, end of period (000)	$	21,821		$	24,581		$	29,585		$	30,932		$	37,237		$	59,251
Portfolio turnover rate of the Master Portfolio		71	%		140	%		152	%		165	%		143	%		127	%

¹  Based on average shares outstanding.

²  Includes redemption fees, which are less than $0.005 per share.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Includes redemption fees received by the Fund, which had no impact on the Fund’s total return.

⁷  Includes the Fund’s share of the Master Portfolio’s allocated net expenses and/or net investment loss.

⁸  Annualized.

⁹  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.16%.

¹⁰  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

¹¹ Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

See Notes to Financial Statements.

26 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (Unaudited)

1. Organization:

BlackRock Disciplined Small Cap Core Fund (“Disciplined Small Cap Core Fund”), a series of BlackRock Funds^SM (the “Trust”), and BlackRock Small Cap Growth Fund II (“Small Cap Growth Fund II”), a series of BlackRock Series, Inc. (the “Corporation”) (collectively, the “Funds” or individually, a “Fund”), are each registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Trust is organized as a Massachusetts business trust. The Corporation is organized as a Maryland corporation. Small Cap Growth Fund II seeks to achieve its investment objective by investing all of its assets in BlackRock Master Small Cap Growth Portfolio (the “Master Portfolio”), a series of BlackRock Master LLC (the “Master LLC”), an affiliate of Small Cap Growth Fund II, which has the same investment objective and strategies as Small Cap Growth Fund II. The value of Small Cap Growth Fund II’s investment in the Master Portfolio reflects Small Cap Growth Fund II’s proportionate interest in the net assets of the Master Portfolio. The performance of Small Cap Growth Fund II is directly affected by the performance of the Master Portfolio. At November 30, 2015, the percentage of the Master Portfolio owned by Small Cap Growth Fund II was 100%. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with Small Cap Growth Fund II’s financial statements.

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional Shares are sold only to certain eligible investors. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are available only to certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge	CDSC			Conversion Privilege
Institutional and Class R Shares	No		No		None
Investor A Shares	Yes		No	1	None
Investor C Shares	No		Yes		None

¹  Investor A Shares may be subject to a CDSC for certain redemptions where no initial sales charge was paid at the time of purchase.

On June 23, 2015, all of the issued and outstanding Investor B Shares of Small Cap Growth Fund II were converted into Investor A Shares with the same relative aggregate NAV.

The Funds, together with certain other registered investment companies advised by the Manager or its affiliates, are included in a complex of open-end funds referred to as the Equity-Liquidity Complex.

2. Significant Accounting Policies:

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Segregation and Collateralization: In cases where Disciplined Small Cap Core Fund enters into certain investments (e.g., financial futures contracts) that would be treated as “senior securities” for 1940 Act purposes, Disciplined Small Cap Core Fund may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments. Doing so allows the investment to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, Disciplined Small Cap Core Fund may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Investment Transactions and Investment Income: For Disciplined Small Cap Core Fund, for financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Upon notification from issuers, some of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. For Small Cap Growth Fund II, for financial reporting purposes, contributions to and withdrawals from the Master Portfolio are accounted on a trade date basis. Small Cap Growth Fund II records daily its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses. In addition, Small Cap Growth Fund II accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Distributions: Distributions paid by the Funds are recorded on the ex-dividend date. The character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 27

Notes to Financial Statements (continued)

Indemnifications: In the normal course of business, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.

Other: Expenses directly related to a Fund or its classes are charged to that Fund or the applicable class. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods. Expenses directly related to the Funds and other shared expenses prorated to the Funds are allocated daily to each class based on its relative net assets or other appropriate methods.

Disciplined Small Cap Core Fund has an arrangement with its custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statements of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

3. Investment Valuation and Fair Value Measurements:

Investment Valuation Policies: Disciplined Small Cap Core Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price Disciplined Small Cap Core Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Disciplined Small Cap Core Fund determines the fair values of its financial instruments using independent dealers or pricing services under policies approved by the Board of Trustees of the Trust (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for Disciplined Small Cap Core Fund for all financial instruments.

Small Cap Growth Fund II’s policy is to fair value its financial instruments at fair value. Small Cap Growth Fund II records its investment in the Master Portfolio at fair value based on Small Cap Growth Fund II’s proportionate interest in the net assets of the Master Portfolio. Valuation of securities held by the Master Portfolio is discussed in Note 3 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

Fair Value Inputs and Methodologies: The following methods (or “techniques”) and inputs are used to establish the fair value of Disciplined Small Cap Core Fund’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at the official close price each day, if available. For equity investments traded on more than one exchange, the official close price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

• Investments in open-end registered investment companies are valued at NAV each business day.

• Disciplined Small Cap Core Fund values its investment in BlackRock Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments will follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act. Disciplined Small Cap Core Fund may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• Financial futures contracts traded on exchanges are valued at their last sale price.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such instruments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that Disciplined Small Cap Core Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant consistent with the principles of fair value measurement, which include the market approach, income approach and/or in the case of recent investments, the cost approach, as appropriate. The market approach generally consists of using comparable market transactions. The income approach generally is used to discount future cash flows to present value and is adjusted for liquidity as appropriate. These factors include but are not limited to: (i) attributes specific to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such investments, the fair values may differ from the values

28 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued)

that would have been used had an active market existed. The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Disciplined Small Cap Core Fund’s pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

• Level 1 — unadjusted price quotations in active markets/exchanges for identical assets or liabilities that Disciplined Small Cap Core Fund has the ability to access

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

• Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including Disciplined Small Cap Core Fund’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments are typically categorized as Level 3. The fair value hierarchy for Disciplined Small Cap Core Fund’s investments and derivative financial instruments have been included in the Schedule of Investments.

Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with Disciplined Small Cap Core Fund’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. Securities and Other Investments:

Securities Lending: Disciplined Small Cap Core Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with Disciplined Small Cap Core Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by Disciplined Small Cap Core Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter, at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of Disciplined Small Cap Core Fund and any additional required collateral is delivered to Disciplined Small Cap Core Fund, or excess collateral returned by Disciplined Small Cap Core Fund, on the next business day. During the term of the loan, Disciplined Small Cap Core Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of securities on loan, all of which were classified as common stocks in the Disciplined Small Cap Core Fund’s Schedule of Investments, and the value of the related collateral are shown separately in the Statements of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash. The cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments.

Securities lending transactions are entered into by Disciplined Small Cap Core Fund under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, Disciplined Small Cap Core Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 29

Notes to Financial Statements (continued)

counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default the borrower can resell or re-pledge the loaned securities, and Disciplined Small Cap Core Fund can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities.

As of period end, the following table is a summary of Disciplined Small Cap Core Fund’s securities lending agreements by counterparty, which are subject to offset under an MSLA:

Counterparty	Securities Loaned at Value			Cash Collateral Received1				Net Amount
BNP Paribas Prime Brokerage, Inc.		$	8,387		$	(8,387	)		—
Citigroup Global Markets, Inc.			17,466			(17,466	)		—
Credit Suisse Securities (USA) LLC			45,025			(45,025	)		—
Deutsche Bank Securities, Inc.			12,844			(12,844	)		—
JP Morgan Clearing Corp.			22,719			(22,719	)		—
Merrill Lynch, Pierce, Fenner & Smith, Inc.			36,265			(36,265	)		—
Morgan Stanley			14,606			(14,606	)		—
Total		$	157,312		$	(157,312	)		—

¹  Collateral with a value of $166,267 has been received in connection with securities lending agreements. Collateral received in excess of the value of securities loaned from the individual counterparty is not shown for financial reporting purposes in the table above.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, Disciplined Small Cap Core Fund benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned if the collateral received does not cover the value on the securities loaned in the event of borrower default. Disciplined Small Cap Core Fund could suffer a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received.

5. Derivative Financial Instruments:

Disciplined Small Cap Core Fund engages in various portfolio investment strategies using derivative contracts both to increase the returns of Disciplined Small Cap Core Fund and/or to manage economically its exposure to certain risks such as equity risk. These contracts may be transacted on an exchange.

Financial Futures Contracts: Disciplined Small Cap Core Fund invests in long and/or short positions in financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in the value of equity securities (equity risk). Financial futures contracts are agreements between Disciplined Small Cap Core Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and at a specified date. Depending on the terms of the particular contract, financial futures contracts are settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date.

Upon entering into a financial futures contract, Disciplined Small Cap Core Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Securities deposited as initial margin are designated on the Schedule of Investments and cash deposited, if any, is recorded on the Statements of Assets and Liabilities as cash pledged for financial futures contracts. Pursuant to the contract, Disciplined Small Cap Core Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin. Variation margin is recorded by Disciplined Small Cap Core Fund as unrealized appreciation (depreciation) and, if applicable, as a receivable or payable for variation margin in the Statements of Assets and Liabilities.

When the contract is closed, Disciplined Small Cap Core Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial futures contracts involves the risk of an imperfect correlation in the movements in the price of financial futures contracts and the underlying assets.

6. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, Inc. (“BlackRock”) for 1940 Act purposes.

The Trust, on behalf of Disciplined Small Cap Core Fund, entered into an Investment Advisory Agreement with the Manager, Disciplined Small Cap Core Fund’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory services. The Manager is responsible for the management of Disciplined Small Cap Core Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of Disciplined Small Cap Core Fund. For such services, Disciplined Small Cap Core Fund pays the Manager a monthly fee based

30 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued)

on a percentage of Disciplined Small Cap Core Fund’s average daily net assets at the following annual rates:

Average Daily Net Assets	Investment Advisory Fee
First $1 billion	0.45%
$1 billion - $3 billion	0.42%
$3 billion - $5 billion	0.41%
$5 billion - $10 billion	0.39%
Greater than $10 billion	0.38%

The Manager, with respect to Disciplined Small Cap Core Fund, voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees Disciplined Small Cap Core Fund pays to the Manager indirectly through its investment in affiliated money market funds. This amount is included in fees waived and/or reimbursed by the Manager in the Statements of Operations. However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with Disciplined Small Cap Core Fund’s investment in other affiliated investment companies, if any. For the six months ended November 30, 2015, the amount waived was $96.

The Corporation, on behalf of Small Cap Growth Fund II, entered into an Administration Agreement with BlackRock Advisors, LLC (in such capacity, the “Administrator”), an indirect, wholly owned subsidiary of BlackRock, to provide administrative services (other than investment advice and related portfolio activities). For such services, Small Cap Growth Fund II pays the Administrator a monthly fee at an annual rate of 0.20% of the average daily value of Small Cap Growth Fund II’s net assets. Small Cap Growth Fund II does not pay an investment advisory fee or investment management fee.

The Corporation and the Trust, on behalf of the Funds, entered into a Distribution Agreement and Distribution Plans with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager/Administrator. Pursuant to the Distribution Plans and in accordance with Rule 12b-1 under the 1940 Act, each Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

	Investor A		Investor B1		Investor C		Class R
Service Fee		0.25%		0.25%		0.25%		0.25%
Distribution Fee		—		0.75%		0.75%		0.25%

¹  On June 23, 2015, Investor B Shares of Small Cap Growth Fund II converted to Investor A Shares.

Pursuant to sub-agreements with BRIL, broker-dealers and BRIL provide shareholder servicing and distribution services to the Funds. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to the shareholders.

For the six months ended November 30, 2015, the following table shows the class specific service and distribution fees borne directly by each class of each Fund:

	Investor A		Investor B1		Investor C		Class R		Total
Disciplined Small Cap Core Fund		$  3,897		—		$    1,703		—		$    5,600
Small Cap Growth Fund II		$92,088		$165		$205,376		$57,402		$355,031

¹  On June 23, 2015, Investor B Shares of Small Cap Growth Fund II converted to Investor A Shares.

Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these entities receive an asset based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets.

The Manager maintains a call center, which is responsible for providing certain shareholder services to the Funds, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. For the six months ended November 30, 2015, each Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statements of Operations:

	Institutional		Investor A		Investor B1		Investor C		Class R		Total
Disciplined Small Cap Core Fund		$  30		$113		—		$  46		—		$   189
Small Cap Growth Fund II		$130		$658		$5		$354		$59		$1,206

¹  On June 23, 2015, Investor B Shares of Small Cap Growth Fund II converted to Investor A Shares.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 31

Notes to Financial Statements (continued)

For the six months ended November 30, 2015, the following table shows the class specific transfer agent fees borne directly by each class of each Fund:

	Institutional		Investor A		Investor B1		Investor C		Class R		Total
Disciplined Small Cap Core Fund		$     231		$  2,299		—		$     335		—		$    2,865
Small Cap Growth Fund II		$83,674		$85,085		$254		$71,796		$28,154		$268,963

¹  On June 23, 2015, Investor B Shares of Small Cap Growth Fund II converted to Investor A Shares.

The Trust, on behalf of Disciplined Small Cap Core Fund, entered into an Administration Agreement with the Manager to provide administrative services. For these services, the Manager receives an administration fee computed daily and payable monthly, based on a percentage of the average daily net assets of Disciplined Small Cap Core Fund. The administration fee, which is shown as administration in the Statements of Operations, is paid at the annual rates below.

Average Daily Net Assets	Administration Fee
First $500 Million	0.0425%
$500 Million - $1 Billion	0.0400%
$1 Billion - $2 Billion	0.0375%
$2 Billion - $4 Billion	0.0350%
$4 Billion - $13 Billion	0.0325%
Greater than $13 Billion	0.0300%

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statements of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

For the six months ended November 30, 2015, the following table shows the class specific administration fees borne directly by each share class of Disciplined Small Cap Core Fund:

Institutional	Investor A	Investor C	Total
$        598	$        312	$        34	$ 944

The Manager, with respect to Disciplined Small Cap Core Fund, contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of Disciplined Small Cap Core Fund’s business. The expense limitations as a percentage of average daily net assets are as follows: 0.70% for Institutional; 0.95% for Investor A and 1.70% for Investor C. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to October 1, 2016 unless approved by the Board, including a majority of the independent trustees.

These amounts waived or reimbursed are included in fees waived and/or reimbursed by the Manager, and shown as administration fees waived, administration fees waived — class specific and transfer agent fees reimbursed — class specific, respectively, in the Statements of Operations. For the six months ended November 30, 2015, the amount included in fees waived and/or reimbursed by the Manager was $103,617 for Disciplined Small Cap Core Fund.

32 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued)

Class specific waivers and reimbursements are as follows for Disciplined Small Cap Core Fund:

	Institutional		Investor A		Investor C		Total
Administration Fees Waived		$596		$   312		$  34		$   942
Transfer Agent Fees Reimbursed		$208		$2,271		$324		$2,803

If during Disciplined Small Cap Core Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver or reimbursement from the Manager, are less than the expense limit for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of (a) the amount of fees waived or expenses reimbursed during those prior two fiscal years under the agreement and (b) the amount by which the expense limit for that share class exceeds the operating expenses of the share class for the current fiscal year, provided that: (1) Disciplined Small Cap Core Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year and (2) the Manager or an affiliate continues to serve as Disciplined Small Cap Core Fund’s investment advisor or administrator. In the event the expense limit for a share class is changed subsequent to a fiscal year in which the Manager becomes entitled to reimbursement for fees waived or reimbursed, the amount available to reimburse the Manager shall be calculated by reference to the expense limit for that share class in effect at the time the Manager became entitled to receive such reimbursement, rather than the subsequently changed expense limit for that share class.

On November 30, 2015, Fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement for Disciplined Small Cap Core Fund are as follows:

	Expiring May 31,
	2016		2017		2018
Fund Level	$	342,873	$	203,594	$	105,626
Institutional	$	1,565	$	1,660	$	804
Investor A	$	378	$	2,999	$	2,583
Investor C	$	123	$	470	$	358

For the six months ended November 30, 2015, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of Disciplined Small Cap Core Fund’s Investor A Shares of $152 and Small Cap Growth Fund II’s Investor A Shares of $2,473.

For the six months ended November 30, 2015, affiliates received CDSCs in the amount of $148 for Disciplined Small Cap Core Fund’s Investor C Shares and $881 for Small Cap Growth Fund II’s Investor C Shares.

The U.S. Securities and Exchange Commission has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for Disciplined Small Cap Core Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. Disciplined Small Cap Core Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment advisor to the private investment company will not charge any advisory fees with respect to shares purchased by Disciplined Small Cap Core Fund.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. Disciplined Small Cap Core Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent. Pursuant to a securities lending agreement, BIM may lend securities only when the difference between the borrower rebate rate and the risk free rate exceeds a certain level (such securities, the “specials only securities”).

Pursuant to such agreement, Disciplined Small Cap Core Fund retains 80% of securities lending income. In addition, commencing the business day following the date that the aggregate securities lending income earned across certain funds in the Equity-Liquidity Complex in a calendar year exceeds a specified threshold, Disciplined Small Cap Core Fund, pursuant to the securities lending agreement, will retain for the remainder of the calendar year securities lending income in an amount equal to 85% of securities lending income.

The share of securities lending income earned by Disciplined Small Cap Core Fund is shown as securities lending — affiliated — net in the Statements of Operations. For the six months ended November 30, 2015, Disciplined Small Cap Core Fund paid BIM $312 for securities lending agent services.

Certain officers and/or trustees/directors of the Trust/Corporation are officers and/or directors of BlackRock or its affiliates. The Funds reimburse the Manager/Administrator for a portion of the compensation paid to the Trust’s/Corporation’s Chief Compliance Officer, which is included in officer and trustees/directors in the Statements of Operations.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 33

Notes to Financial Statements (continued)

7. Purchases and Sales:

For the six months ended November 30, 2015, purchases and sales of investments, excluding short-term securities, were $8,919,650 and $7,839,033, respectively, for Disciplined Small Cap Core Fund.

8. Income Tax Information:

It is the Funds’ policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of their taxable income to their shareholders. Therefore, no federal income tax provision is required.

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on Small Cap Growth Fund II’s U.S. federal tax returns remains open for each of the four years ended May 31, 2015. The statutes of limitations on Disciplined Small Cap Core Fund’s U.S. federal, state and local tax returns remain open for the two years ended May 31, 2015 and the period ended May 31, 2013. The statutes of limitations on Small Cap Growth Fund II’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of November 30, 2015, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

As of period end, gross unrealized appreciation and depreciation based on cost for federal income tax purposes for Disciplined Small Cap Core Fund were as follows:

Tax cost	$	9,833,139
Gross unrealized appreciation	$	902,720
Gross unrealized depreciation		(569,768	)
Net unrealized appreciation	$	332,952

9. Bank Borrowings:

The Trust/Corporation, on behalf of the Funds, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.1 billion credit agreement with a group of lenders, under which the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.6 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.06% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2016 unless extended or renewed. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statements of Operations, and along with commitment fees, were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended November 30, 2015, the Funds did not borrow under the credit agreement.

10. Principal Risks:

In the normal course of business, Disciplined Small Cap Core Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer to meet all its obligations, including the ability to pay principal and interest when due (issuer credit risk). The value of securities held by Disciplined Small Cap Core Fund may decline in response to certain events, including those directly involving the issuers of securities owned by Disciplined Small Cap Core Fund. Changes arising from the general economy, the overall market and local, regional or global political or/and social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.

Counterparty Credit Risk: Similar to issuer credit risk, Disciplined Small Cap Core Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. Disciplined Small Cap Core Fund manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose Disciplined Small Cap Core Fund to market, issuer and counterparty credit risks, consists principally of financial instruments and receivables due from counterparties. The extent of the Disciplined Small Cap Core Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by Disciplined Small Cap Core Fund.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

34 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued)

With exchange-traded futures, there is less counterparty credit risk to Disciplined Small Cap Core Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, Disciplined Small Cap Core Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to Disciplined Small Cap Core Fund.

Concentration Risk: As of period end, Disciplined Small Cap Core Fund invested a significant portion of its assets in securities in the financials sector. Changes in economic conditions affecting such sector would have a greater impact on Disciplined Small Cap Core Fund and could affect the value, income and/or liquidity of positions in such securities.

11. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

		Six Months Ended November 30, 2015						Year Ended May 31, 2015
Disciplined Small Cap Core Fund	��	Shares			Amount			Shares			Amount
Institutional
Shares sold			6,574			$     73,853			5,401			$     62,833
Shares issued in reinvestment of distributions			418			4,975			2,385			26,151
Shares redeemed			(123	)		(1,368	)		(2,843	)		(33,145	)
Net increase			6,869			$     77,460			4,943			$     55,839
Investor A
Shares sold			104,216			$1,150,402			172,856			$1,936,647
Shares issued in reinvestment of distributions			3,743			44,470			9,046			98,613
Shares redeemed			(22,714	)		(256,999	)		(24,615	)		(275,559	)
Net increase			85,245			$   937,873			157,287			$1,759,701
Investor C
Shares sold			10,575			$   117,618			22,030			$   249,581
Shares issued in reinvestment of distributions			362			4,270			830			8,996
Shares redeemed			(1,651	)		(18,315	)		(4,534	)		(49,199	)
Net increase			9,286			$   103,573			18,326			$   209,378
Total Net Increase			101,400			$1,118,906			180,556			$2,024,918

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 35

Notes to Financial Statements (concluded)

	Six Months Ended November 30, 2015						Year Ended May 31, 2015
Small Cap Growth Fund II	Shares			Amount			Shares			Amount
Institutional
Shares sold		632,187			$   8,748,182			1,357,054			$ 18,837,252
Shares issued in reinvestment of distributions		231,243			3,322,971			641,647			8,548,838
Shares redeemed		(910,578	)		(12,407,856	)		(2,089,980	)		(29,234,714	)
Net decrease		(47,148	)		$     (336,703	)		(91,279	)		$  (1,848,624	)
Investor A
Shares received from conversion1		10,222			$      146,887			—			—
Shares sold and automatic conversion of shares		656,348			8,540,297			1,253,475			$ 16,515,474
Shares issued in reinvestment of distributions		274,681			3,730,206			747,480			9,406,206
Shares redeemed		(810,353	)		(10,463,094	)		(2,229,258	)		(29,243,032	)
Net increase (decrease)		130,898			$   1,954,296			(228,303	)		$  (3,321,352	)
Investor B
Shares sold		476			$          5,460			7,715			$      118,484
Shares issued in reinvestment of distributions		—			—			15,217			158,129
Shares converted1		(12,512	)		(146,887	)		—			—
Shares redeemed and automatic conversion of shares		(11,105	)		(129,938	)		(102,983	)		(1,128,381	)
Net decrease		(23,141	)		$    (271,365	)		(80,051	)		$     (851,768	)
Investor C
Shares sold		176,939			$   1,853,465			556,168			$   6,018,188
Shares issued in reinvestment of distributions		195,536			2,145,066			589,715			6,084,229
Shares redeemed		(439,645	)		(4,589,630	)		(1,113,071	)		(11,963,035	)
Net increase (decrease)		(67,170	)		$     (591,099	)		32,812			$      139,382
Class R
Shares sold		269,008			$   3,191,974			473,726			$   5,716,765
Shares issued in reinvestment of distributions		99,715			1,238,454			322,982			3,743,117
Shares redeemed		(386,347	)		(4,605,478	)		(1,141,216	)		(13,877,880	)
Net decrease		(17,624	)		$     (175,050	)		(344,508	)		$  (4,417,998	)
Total Net Increase (Decrease)		(24,185	)		$      580,079			(711,329	)		$(10,300,360	)

¹  On June 23, 2015, Investor B Shares converted to Investor A Shares.

At November 30, 2015, 496,000 Institutional Shares, 2,000 Investor A Shares and 2,000 Investor C Shares of Disciplined Small Cap Core Fund were owned by BlackRock HoldCo 2, Inc., an affiliate of Disciplined Small Cap Core Fund.

12. Subsequent Events:

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

36 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Master Portfolio Information BlackRock Master Small Cap Growth Portfolio

      As of Period End

Ten Largest Holdings	Percent of Net Assets
Manhattan Associates, Inc.		3	%
Jack in the Box, Inc.		2
LogMeIn, Inc.		2
Team Health Holdings, Inc.		2
Masimo Corp.		2
Prestige Brands Holdings, Inc.		2
Tessera Technologies, Inc.		2
Cracker Barrel Old Country Store, Inc.		1
ICU Medical, Inc.		1
RPX Corp.		1

Sector Allocation	Percent of Net Assets
Health Care		27	%
Information Technology		25
Consumer Discretionary		17
Industrials		13
Financials		7
Materials		4
Consumer Staples		3
Energy		2
Telecommunication Services		1
Short-Term Securities		3
Liabilities in Excess of Other Assets		(2	)

For Master Portfolio compliance purposes, the Master Portfolio’s sector classifications refer to any one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment advisor. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 37

Schedule of Investments November 30, 2015 (Unaudited)	BlackRock Master Small Cap Growth Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Aerospace & Defense — 0.7%
Aerojet Rocketdyne Holdings, Inc. (a)		1,374	$	24,100
Astronics Corp. (a)		507		19,616
DigitalGlobe, Inc. (a)		21,247		359,074
HEICO Corp., Class A		4,162		180,631
Vectrus, Inc. (a)		32,536		786,070
				1,369,491
Air Freight & Logistics — 0.1%
Hub Group, Inc., Class A (a)		5,237		201,782
Airlines — 1.0%
Hawaiian Holdings, Inc. (a)		10,682		386,688
JetBlue Airways Corp. (a)		63,480		1,570,495
				1,957,183
Auto Components — 1.7%
Cooper-Standard Holdings, Inc. (a)		358		26,471
Horizon Global Corp. (a)		10,828		94,095
Lear Corp.		790		99,461
Tenneco, Inc. (a)		23,745		1,279,381
Tower International, Inc.		61,343		1,880,776
				3,380,184
Banks — 2.1%
Central Pacific Financial Corp.		50,626		1,176,548
Fidelity Southern Corp.		34,174		773,016
South State Corp.		6,242		490,684
Umpqua Holdings Corp.		86,635		1,552,499
Western Alliance Bancorp (a)		1,934		75,020
				4,067,767
Beverages — 0.3%
National Beverage Corp. (a)		1,850		80,383
Primo Water Corp. (a)		54,876		487,848
				568,231
Biotechnology — 11.8%
ACADIA Pharmaceuticals, Inc. (a)		15,350		582,533
Acceleron Pharma, Inc. (a)		497		21,306
Achillion Pharmaceuticals, Inc. (a)		8,212		83,598
Acorda Therapeutics, Inc. (a)		13,891		530,497
Adamas Pharmaceuticals, Inc. (a)		7,425		118,577
Aduro Biotech, Inc. (a)(b)		7,835		242,807
Alder Biopharmaceuticals, Inc. (a)		7,323		272,855
Amicus Therapeutics, Inc. (a)		9,973		107,010
Anacor Pharmaceuticals, Inc. (a)		10,609		1,238,389
Ardelyx, Inc. (a)		13,042		255,102
ARIAD Pharmaceuticals, Inc. (a)		12,316		78,946
Array BioPharma, Inc. (a)		18,566		73,521
BIND Therapeutics, Inc. (a)		23,650		111,155
BioSpecifics Technologies Corp. (a)		4,505		218,267
Cara Therapeutics, Inc. (a)		14,640		242,292
Catalyst Pharmaceuticals, Inc. (a)		56,223		152,645
Celldex Therapeutics, Inc. (a)		17,636		317,624
Cepheid, Inc. (a)		14,990		538,741
Cerulean Pharma, Inc. (a)(b)		34,682		112,370
ChemoCentryx, Inc. (a)		16,143		121,880
Chiasma, Inc. (a)		6,937		153,932
Chimerix, Inc. (a)		5,553		224,341
China Biologic Products, Inc. (a)		1,496		175,810

Common Stocks	Shares		Value
Biotechnology (continued)
Clovis Oncology, Inc. (a)		4,461	$	140,298
Concert Pharmaceuticals, Inc. (a)		11,899		272,844
Cytokinetics, Inc. (a)		19,856		234,698
Dyax Corp. (a)		37,614		1,266,087
Dynavax Technologies Corp. (a)		15,609		435,335
Eagle Pharmaceuticals, Inc. (a)		2,930		268,505
Emergent BioSolutions, Inc. (a)		10,184		383,631
Enanta Pharmaceuticals, Inc. (a)		5,990		188,685
Enzon Pharmaceuticals, Inc.		121,911		88,495
EPIRUS Biopharmaceuticals, Inc. (a)		12,876		62,706
Exact Sciences Corp. (a)		3,219		29,261
Exelixis, Inc. (a)		21,208		121,310
FibroGen, Inc. (a)		16,029		476,702
Five Prime Therapeutics, Inc. (a)		9,812		377,271
Flexion Therapeutics, Inc. (a)		3,439		66,854
Genomic Health, Inc. (a)		10,771		326,577
Halozyme Therapeutics, Inc. (a)		34,316		610,825
Ignyta, Inc. (a)		15,293		224,807
Immune Design Corp. (a)		10,534		220,477
ImmunoGen, Inc. (a)		5,236		71,053
Infinity Pharmaceuticals, Inc. (a)		29,645		261,469
Insmed, Inc. (a)		3,147		51,328
Ironwood Pharmaceuticals, Inc. (a)		12,409		151,390
Isis Pharmaceuticals, Inc. (a)		748		45,658
Kindred Biosciences, Inc. (a)		18,689		74,569
Kite Pharma, Inc. (a)		4,283		352,791
Ligand Pharmaceuticals, Inc. (a)		5,796		620,636
Lion Biotechnologies, Inc. (a)		6,278		45,704
Loxo Oncology, Inc. (a)		1,993		65,629
MacroGenics, Inc. (a)		1,767		61,103
Merrimack Pharmaceuticals, Inc. (a)		38,146		358,954
MiMedx Group, Inc. (a)		41,794		374,474
Momenta Pharmaceuticals, Inc. (a)		23,941		427,586
Myriad Genetics, Inc. (a)		12,850		558,975
Neurocrine Biosciences, Inc. (a)		20,860		1,134,158
Novavax, Inc. (a)		65,085		557,128
Ocata Therapeutics, Inc. (a)		7,988		68,537
OncoGenex Pharmaceuticals, Inc. (a)		26,951		69,534
Oncothyreon, Inc. (a)		24,464		86,847
Ophthotech Corp. (a)		2,231		141,825
OPKO Health, Inc. (a)		12,247		133,982
Orexigen Therapeutics, Inc. (a)		12,365		29,552
PDL BioPharma, Inc.		32,570		123,277
Peregrine Pharmaceuticals, Inc. (a)		103,560		133,592
Pfenex, Inc. (a)		8,818		135,974
Portola Pharmaceuticals, Inc. (a)		7,326		363,443
Progenics Pharmaceuticals, Inc. (a)		10,778		72,428
Prothena Corp. PLC (a)		4,348		306,708
PTC Therapeutics, Inc. (a)		12,655		380,156
Radius Health, Inc. (a)		8,263		502,473
Raptor Pharmaceutical Corp. (a)		46,304		292,641
Repligen Corp. (a)		12,998		369,533
Retrophin, Inc. (a)		11,899		265,943
Rigel Pharmaceuticals, Inc. (a)		79,369		260,330
Sangamo BioSciences, Inc. (a)		40,841		338,163
Sarepta Therapeutics, Inc. (a)		5,215		191,703
Strongbridge Biopharma PLC		7,322		52,645
TESARO, Inc. (a)		1,634		83,399

Portfolio Abbreviations
ADR	American Depositary Receipts
CVR	Contingent Value Rights
REIT	Real Estate Investment Trust

See Notes to Financial Statements.

38 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

Common Stocks	Shares		Value
Biotechnology (continued)
Threshold Pharmaceuticals, Inc. (a)		54,537	$	190,334
Tonix Pharmaceuticals Holding Corp. (a)		8,120		58,870
Trevena, Inc. (a)		21,473		270,345
Ultragenyx Pharmaceutical, Inc. (a)		6,914		679,784
United Therapeutics Corp. (a)		951		145,151
Verastem, Inc. (a)		9,516		21,601
vTv Therapeutics, Inc., Class A (a)		9,148		62,115
Xencor, Inc. (a)		13,978		224,766
ZIOPHARM Oncology, Inc. (a)		16,445		215,101
				23,252,923
Building Products — 1.7%
Apogee Enterprises, Inc.		7,936		398,546
Continental Building Products, Inc. (a)		85,293		1,555,744
Gibraltar Industries, Inc. (a)		10,734		286,490
Insteel Industries, Inc.		1,128		27,523
Masonite International Corp. (a)		6,939		457,696
NCI Building Systems, Inc. (a)		2,763		32,769
Universal Forest Products, Inc.		8,251		637,472
				3,396,240
Capital Markets — 0.5%
BGC Partners, Inc., Class A		20,103		182,636
Financial Engines, Inc.		1,713		61,719
Greenhill & Co., Inc.		4,263		113,012
Investment Technology Group, Inc.		13,920		279,374
Westwood Holdings Group, Inc.		6,734		392,929
				1,029,670
Chemicals — 1.6%
A. Schulman, Inc.		935		32,360
Advanced Emissions Solutions, Inc. (a)		25,707		151,543
AgroFresh Solutions, Inc.		15,993		103,155
Chemtura Corp. (a)		6,789		208,558
Innophos Holdings, Inc.		3,056		90,824
Innospec, Inc.		10,789		630,078
Koppers Holdings, Inc.		5,853		133,624
PolyOne Corp.		5,462		196,523
Sensient Technologies Corp.		12,571		840,246
Stepan Co.		3,873		201,628
Trinseo SA		19,256		549,951
				3,138,490
Commercial Services & Supplies — 2.5%
ABM Industries, Inc.		5,074		150,546
ARC Document Solutions, Inc. (a)		84,354		426,831
Herman Miller, Inc.		48,050		1,523,666
Interface, Inc.		67,802		1,347,904
Knoll, Inc.		54,970		1,224,732
Quad/Graphics, Inc.		13,035		134,521
West Corp.		2,033		51,842
				4,860,042
Communications Equipment — 1.9%
Calix, Inc. (a)		78,220		619,502
Ciena Corp. (a)		9,870		247,145
Infinera Corp. (a)		5,944		133,859
Ixia (a)		47,445		619,632
Lumentum Holdings, Inc. (a)		25,578		511,560
NETGEAR, Inc. (a)		6,877		303,344
PC-Tel, Inc.		8,560		45,625
ShoreTel, Inc. (a)		120,670		1,238,074
				3,718,741
Construction & Engineering — 1.4%
Comfort Systems U.S.A., Inc.		50,957		1,617,375

Common Stocks	Shares		Value
Construction & Engineering (continued)
Dycom Industries, Inc. (a)		12,314	$	1,075,997
				2,693,372
Construction Materials — 0.3%
Headwaters, Inc. (a)		8,377		160,587
Summit Materials, Inc., Class A (a)		4,754		108,249
U.S. Concrete, Inc.		3,968		233,041
				501,877
Consumer Finance — 0.2%
Consumer Portfolio Services, Inc. (a)		17,485		81,830
Emergent Capital, Inc. (a)		74,474		318,749
Nicholas Financial, Inc. (a)		800		10,304
				410,883
Containers & Packaging — 0.3%
Graphic Packaging Holding Co.		43,434		593,743
Distributors — 0.8%
Core-Mark Holding Co., Inc.		17,832		1,520,891
Diversified Consumer Services — 0.6%
Bright Horizons Family Solutions, Inc. (a)		2,975		197,332
Collectors Universe, Inc.		19,531		311,715
Houghton Mifflin Harcourt Co. (a)		18,551		366,568
K12, Inc. (a)		18,645		189,060
Steiner Leisure Ltd. (a)		2,876		180,843
				1,245,518
Diversified Telecommunication Services — 1.0%
IDT Corp., Class B		4,717		58,915
Inteliquent, Inc.		95,079		1,826,468
				1,885,383
Electrical Equipment — 0.1%
AZZ, Inc.		1,773		105,564
Energy Focus, Inc. (a)		1,825		29,218
LSI Industries, Inc.		11,763		139,039
				273,821
Electronic Equipment, Instruments & Components — 2.0%
Benchmark Electronics, Inc. (a)		6,297		135,134
Electro Rent Corp.		6,372		65,950
Fabrinet		3,739		89,474
Littelfuse, Inc.		288		31,265
Multi-Fineline Electronix, Inc. (a)		21,472		529,929
Newport Corp. (a)		53,463		886,951
OSI Systems, Inc. (a)		8,155		763,553
RealD, Inc. (a)		78,975		829,238
Rogers Corp. (a)		4,617		255,920
Tech Data Corp. (a)		4,274		289,136
				3,876,550
Energy Equipment & Services — 0.2%
Aspen Aerogels, Inc. (a)		10,192		66,248
C&J Energy Services Ltd. (b)		22,795		135,858
CHC Group Ltd.		72,314		19,525
Pacific Drilling SA		51,293		67,194
PHI, Inc. (a)		1,188		25,388
				314,213
Food & Staples Retailing — 0.5%
SUPERVALU, Inc. (a)		142,283		956,142
Food Products — 0.7%
Cal-Maine Foods, Inc. (b)		15,458		842,616
Omega Protein Corp. (a)		853		20,967
Pilgrim’s Pride Corp. (b)		22,509		484,619

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 39

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

Common Stocks	Shares		Value
Food Products (continued)
Seaboard Corp. (a)		16	$	52,800
				1,401,002
Health Care Equipment & Supplies — 5.6%
ABIOMED, Inc. (a)		1,436		117,135
Anika Therapeutics, Inc. (a)		11,866		497,897
Atrion Corp.		130		54,717
ICU Medical, Inc. (a)		19,421		2,203,118
iRadimed Corp. (a)		1,704		52,841
LivaNova PLC		2,754		164,827
Masimo Corp. (a)		70,890		2,940,517
Merit Medical Systems, Inc. (a)		42,492		823,070
Natus Medical, Inc. (a)		7,491		365,411
NuVasive, Inc. (a)		27,958		1,457,730
NxStage Medical, Inc. (a)		2,355		45,946
OraSure Technologies, Inc. (a)		13,926		87,038
Orthofix International NV (a)		5,123		202,666
RTI Surgical, Inc. (a)		148,808		583,327
SeaSpine Holdings Corp. (a)		20,306		334,643
STERIS PLC		5,567		425,207
SurModics, Inc. (a)		13,088		275,633
Symmetry Surgical, Inc. (a)		45,452		413,613
				11,045,336
Health Care Providers & Services — 4.7%
Air Methods Corp. (a)		803		35,091
Alliance HealthCare Services, Inc. (a)		7,018		63,232
AMN Healthcare Services, Inc. (a)		61,563		1,816,109
BioTelemetry, Inc. (a)		6,774		85,420
Cross Country Healthcare, Inc. (a)		1,351		24,656
Five Star Quality Care, Inc. (a)		61,307		220,092
Molina Healthcare, Inc. (a)		24,580		1,481,191
Surgical Care Affiliates, Inc. (a)		48,954		1,819,620
Team Health Holdings, Inc. (a)		55,736		3,073,283
WellCare Health Plans, Inc. (a)		6,998		577,195
				9,195,889
Hotels, Restaurants & Leisure — 5.6%
Bloomin’ Brands, Inc.		1,719		29,756
Boyd Gaming Corp. (a)		30,623		599,905
Cheesecake Factory, Inc.		15,624		736,359
Cracker Barrel Old Country Store, Inc. (b)		18,928		2,383,414
Dave & Buster’s Entertainment, Inc. (a)		5,665		217,196
Eldorado Resorts, Inc. (a)		9,682		93,819
Intrawest Resorts Holdings, Inc. (a)		21,675		199,410
Isle of Capri Casinos, Inc. (a)		39,607		730,353
J. Alexander’s Holdings, Inc. (a)		17,652		187,817
Jack in the Box, Inc.		51,936		3,850,535
Marriott Vacations Worldwide Corp.		6,798		413,522
Red Robin Gourmet Burgers, Inc. (a)		1,466		98,926
SeaWorld Entertainment, Inc.		4,174		73,087
Vail Resorts, Inc.		12,276		1,480,486
				11,094,585
Household Durables — 0.7%
Installed Building Products, Inc. (a)		3,492		87,510
La-Z-Boy, Inc.		15,627		418,960
TopBuild Corp. (a)		13,942		424,673
WCI Communities, Inc. (a)		1,459		35,322
ZAGG, Inc. (a)		49,857		514,524
				1,480,989
Household Products — 0.1%
Central Garden & Pet Co., Class A		7,391		116,704
Independent Power and Renewable Electricity Producers — 0.1%
Talen Energy Corp. (a)		16,012		124,733

Common Stocks	Shares		Value
Independent Power and Renewable Electricity Producers (continued)
TerraForm Global, Inc., Class A		17,948	$	72,330
				197,063
Insurance — 0.7%
American Equity Investment Life Holding Co.		6,390		171,316
Employers Holdings, Inc.		4,248		116,438
Fidelity & Guaranty Life		21,350		548,268
Hallmark Financial Services, Inc. (a)		6,947		88,574
National General Holdings Corp.		7,466		163,580
Universal Insurance Holdings, Inc. (b)		17,509		345,803
				1,433,979
Internet & Catalog Retail — 0.3%
1-800-Flowers.com, Inc., Class A (a)		11,329		87,573
Blue Nile, Inc. (a)		3,167		115,469
Liberty TripAdvisor Holdings, Inc., Class A		14,397		431,046
Nutrisystem, Inc.		745		17,090
U.S. Auto Parts Network, Inc. (a)		1,846		4,578
				655,756
Internet Software & Services — 4.3%
Apigee Corp. (a)		19,602		139,566
Apigee Corp. (Acquired 4/13/15, cost $89,907) (a)(c)		4,065		28,943
Appfolio, Inc., Class A (a)		4,234		69,395
Bankrate, Inc. (a)		7,966		116,144
Carbonite, Inc. (a)		4,153		40,492
Constant Contact, Inc. (a)		7,089		221,815
Envestnet, Inc. (a)		5,131		166,604
Five9, Inc. (a)		11,454		76,169
IntraLinks Holdings, Inc. (a)		28,433		290,870
Limelight Networks, Inc. (a)		112,423		189,995
LogMeIn, Inc. (a)		45,658		3,260,894
NIC, Inc.		24,909		508,393
QuinStreet, Inc. (a)		194,009		948,704
SciQuest, Inc. (a)		72,055		930,230
Spark Networks, Inc. (a)		14,804		57,291
Support.com, Inc. (a)		60,276		67,509
United Online, Inc. (a)		6,199		71,289
Web.com Group, Inc. (a)		20,314		491,802
XO Group, Inc. (a)		42,647		718,175
				8,394,280
IT Services — 3.2%
Datalink Corp. (a)		35,033		257,493
EPAM Systems, Inc. (a)		6,671		525,208
Euronet Worldwide, Inc. (a)		17,431		1,354,737
Everi Holdings, Inc. (a)		109,859		419,661
Evertec, Inc.		926		15,909
ExlService Holdings, Inc. (a)		1,299		60,754
Hackett Group, Inc.		5,267		99,757
Heartland Payment Systems, Inc.		2,678		212,473
Higher One Holdings, Inc. (a)		7,054		22,361
Lionbridge Technologies, Inc. (a)		65,812		348,804
Net 1 UEPS Technologies, Inc. (a)		38,837		587,604
Science Applications International Corp.		39,497		1,984,329
Sykes Enterprises, Inc. (a)		5,246		166,928
Travelport Worldwide Ltd.		15,759		209,752
				6,265,770
Leisure Products — 1.0%
Brunswick Corp.		26,769		1,408,852
Nautilus, Inc. (a)		26,892		516,595
				1,925,447

See Notes to Financial Statements.

40 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

Common Stocks	Shares		Value
Life Sciences Tools & Services — 1.3%
Cambrex Corp. (a)		15,472	$	829,763
Harvard Bioscience, Inc. (a)		37,642		119,325
INC Research Holdings, Inc., Class A (a)		33,032		1,562,414
				2,511,502
Machinery — 2.7%
Blount International, Inc. (a)		53,733		311,651
Briggs & Stratton Corp.		20,577		391,786
Commercial Vehicle Group, Inc. (a)		18,240		62,016
Global Brass & Copper Holdings, Inc.		55,726		1,296,187
Greenbrier Cos., Inc.		13,893		470,695
Hillenbrand, Inc.		1,809		54,795
Hyster-Yale Materials Handling, Inc.		6,805		393,533
John Bean Technologies Corp.		5,098		249,292
Luxfer Holdings PLC — ADR		89,637		916,986
Milacron Holdings Corp. (a)		2,098		30,883
SPX Corp.		40,932		451,889
Wabash National Corp. (a)		55,218		716,177
				5,345,890
Marine — 0.1%
Matson, Inc.		4,912		254,000
Media — 0.7%
Crown Media Holdings, Inc., Class A (a)		54,901		311,289
Gray Television, Inc. (a)		16,549		277,196
Harte-Hanks, Inc.		88,092		331,226
IMAX Corp. (a)		4,537		171,862
New Media Investment Group, Inc.		1,153		20,996
Time, Inc.		5,246		87,293
Tribune Publishing Co.		11,007		112,051
				1,311,913
Metals & Mining — 0.4%
Worthington Industries, Inc.		25,443		782,881
Multiline Retail — 0.9%
Burlington Stores, Inc. (a)		35,838		1,724,166
Oil, Gas & Consumable Fuels — 1.6%
Alon USA Energy, Inc.		4,356		76,622
Archrock, Inc.		18,494		195,482
Ardmore Shipping Corp.		3,477		43,532
Carrizo Oil & Gas, Inc. (a)		3,815		154,050
Cheniere Energy Partners LP Holdings LLC		8,398		147,133
DHT Holdings, Inc.		81,174		608,805
Evolution Petroleum Corp.		28,131		173,006
Exterran Corp. (a)		1,690		27,665
Gener8 Maritime, Inc. (a)		49,324		477,950
Isramco, Inc. (a)(b)		232		21,344
Matador Resources Co. (a)		2,327		59,804
PDC Energy, Inc. (a)		590		33,329
Scorpio Tankers, Inc.		57,057		493,543
Triangle Petroleum Corp. (a)(b)		93,864		71,900
VAALCO Energy, Inc. (a)		32,626		66,883
Western Refining, Inc.		11,457		518,544
				3,169,592
Paper & Forest Products — 1.1%
Boise Cascade Co. (a)		43,751		1,369,406
Clearwater Paper Corp. (a)		15,418		752,553
				2,121,959
Personal Products — 0.2%
USANA Health Sciences, Inc. (a)		2,741		367,130
Pharmaceuticals — 3.3%
ANI Pharmaceuticals, Inc. (a)		2,684		117,613
Catalent, Inc. (a)		4,277		119,114

Common Stocks	Shares		Value
Pharmaceuticals (continued)
Durata Therapeutics, Inc. — CVR		1,930	$	309
Furiex Pharmaceuticals, Inc. — CVR (a)		1,957		19,570
Juniper Pharmaceuticals, Inc. (a)		24,958		295,503
Lannett Co., Inc. (a)		5,835		215,662
Marinus Pharmaceuticals, Inc. (a)		6,801		49,443
Pernix Therapeutics Holdings, Inc. (a)		20,073		60,219
Phibro Animal Health Corp., Class A		3,034		98,514
Prestige Brands Holdings, Inc. (a)		54,750		2,786,228
SciClone Pharmaceuticals, Inc. (a)		132,447		1,214,539
Sucampo Pharmaceuticals, Inc., Class A (a)		50,270		862,131
TherapeuticsMD, Inc. (a)		22,939		172,272
Theravance, Inc.		7,277		67,312
ZS Pharma, Inc. (a)		3,995		359,390
				6,437,819
Professional Services — 2.2%
Insperity, Inc.		3,626		156,498
Kforce, Inc.		77,395		2,085,021
RPX Corp. (a)		152,707		2,118,046
WageWorks, Inc. (a)		714		30,374
				4,389,939
Real Estate Investment Trusts (REITs) — 2.2%
Chatham Lodging Trust		25,093		571,869
CoreSite Realty Corp.		2,519		147,538
DiamondRock Hospitality Co.		28,822		320,789
DuPont Fabros Technology, Inc.		4,397		145,277
EPR Properties		6,820		382,193
FelCor Lodging Trust, Inc.		5,541		44,439
Hersha Hospitality Trust		15,097		356,440
InfraREIT, Inc. (a)		36,815		742,559
Lexington Realty Trust		24,945		214,278
New Residential Investment Corp.		2,757		35,069
PS Business Parks, Inc.		2,426		214,507
RLJ Lodging Trust		41,700		1,017,480
Summit Hotel Properties, Inc.		6,719		89,564
				4,282,002
Real Estate Management & Development — 0.5%
Marcus & Millichap, Inc. (a)		30,126		988,434
RE/MAX Holdings, Inc., Class A		1,122		42,086
				1,030,520
Road & Rail — 0.7%
ArcBest Corp.		1,225		29,498
Roadrunner Transportation Systems, Inc. (a)		7,230		79,675
Swift Transportation Co. (a)		75,894		1,212,027
				1,321,200
Semiconductors & Semiconductor Equipment — 4.3%
Advanced Energy Industries, Inc. (a)		1,625		47,401
Ambarella, Inc. (b)		6,717		421,895
Axcelis Technologies, Inc. (a)		8,802		23,237
Cascade Microtech, Inc. (a)		10,578		171,893
Cirrus Logic, Inc. (a)		14,891		492,296
Integrated Device Technology, Inc. (a)		73,781		2,068,819
Intermolecular, Inc. (a)		33,345		75,693
MaxLinear, Inc., Class A (a)		19,069		333,708
Microsemi Corp. (a)		31,413		1,131,182
Monolithic Power Systems, Inc.		8,454		577,662
Synaptics, Inc. (a)		5,444		488,708
Tessera Technologies, Inc.		82,073		2,614,025
				8,446,519
Software — 8.5%
A10 Networks, Inc. (a)		6,471		49,891
Aspen Technology, Inc. (a)		40,501		1,780,019

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 41

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

Common Stocks	Shares		Value
Software (continued)
AVG Technologies NV		21,869	$	461,217
ePlus, Inc. (a)		4,473		394,474
Exa Corp. (a)		13,614		146,623
Fair Isaac Corp.		3,040		289,560
FleetMatics Group PLC		11,228		670,312
Gigamon, Inc. (a)		24,204		655,686
Guidewire Software, Inc. (a)		6,883		408,368
Imperva, Inc. (a)		8,580		640,325
Infoblox, Inc. (a)		44,966		676,289
Manhattan Associates, Inc. (a)		61,722		4,727,905
Mentor Graphics Corp.		3,582		67,091
MicroStrategy, Inc., Class A (a)		3,269		566,747
Monotype Imaging Holdings, Inc.		19,536		516,336
Pegasystems, Inc.		19,930		588,732
Progress Software Corp. (a)		1,891		45,365
Qlik Technologies, Inc. (a)		33,562		1,067,607
Silver Spring Networks, Inc. (a)		1,843		24,567
Synchronoss Technologies, Inc. (a)		5,531		217,755
Take-Two Interactive Software, Inc. (a)		19,962		706,056
TiVo, Inc. (a)		110,722		995,391
Tyler Technologies, Inc. (a)		1,641		292,820
Verint Systems, Inc. (a)		11,826		554,048
Zix Corp. (a)		33,488		187,868
				16,731,052
Specialty Retail — 2.6%
Aaron’s, Inc. (a)		39,404		956,335
American Eagle Outfitters, Inc.		59,857		931,973
Barnes & Noble, Inc.		55,487		710,234
Chico’s FAS, Inc.		76,126		913,512
Citi Trends, Inc.		5,617		111,385
Express, Inc. (a)		30,210		505,715
Group 1 Automotive, Inc.		3,397		275,904
Haverty Furniture Cos., Inc.		9,098		219,626
New York & Co., Inc. (a)		21,065		46,343
Select Comfort Corp. (a)		14,266		336,963
Sonic Automotive, Inc., Class A		3,323		80,616
Stage Stores, Inc.		11,281		87,315
				5,175,921
Technology Hardware, Storage & Peripherals — 0.4%
Avid Technology, Inc. (a)		35,635		270,470
Nimble Storage, Inc. (a)		3,555		37,221
Quantum Corp. (a)		514,906		453,581
				761,272
Textiles, Apparel & Luxury Goods — 1.8%
Columbia Sportswear Co.		1,921		89,960
Culp, Inc.		36,952		1,041,307
Deckers Outdoor Corp. (a)		19,134		936,418
Oxford Industries, Inc.		6,254		424,897
Skechers U.S.A., Inc., Class A (a)		28,168		850,674
Vince Holding Corp. (a)		25,761		133,442
				3,476,698
Thrifts & Mortgage Finance — 1.4%
Anchor BanCorp Wisconsin, Inc. (a)		891		37,413
EverBank Financial Corp.		112,716		1,945,478
Flagstar Bancorp, Inc. (a)		18,508		454,556
HomeStreet, Inc. (a)		1,678		36,362
LendingTree, Inc. (a)		499		50,838
MGIC Investment Corp. (a)		13,073		124,716
United Community Financial Corp.		2,703		15,894
Walker & Dunlop, Inc. (a)		695		20,530
				2,685,787

Common Stocks	Shares		Value
Tobacco — 0.8%
Vector Group Ltd.		66,351	$	1,679,344
Trading Companies & Distributors — 0.1%
CAI International, Inc. (a)		11,641		130,146
Neff Corp., Class A (a)		9,938		82,585
Willis Lease Finance Corp. (a)		3,171		55,461
				268,192
Water Utilities — 0.1%
California Water Service Group		12,759		287,460
Wireless Telecommunication Services — 0.0%
Leap Wireless International, Inc. — CVR (a)		3,374		8,502
Total Common Stocks — 98.2%				192,991,197
Other Interests (d)	Beneficial Interest (000)
Professional Services — 0.0%
Dolan Co., Escrow (a)	$	9		177
Total Other Interests — 0.0%				177
Preferred Stocks	Shares
Household Durables — 0.0%
AliphCom:
Series 6 (Acquired 6/03/14, cost $0) (a)(c)		2,066		83
Series 8 (Acquired 8/31/15, cost $294,992) (a)(c)		49,410		64,727
				64,810
Software — 0.8%
Illumio Inc., Series C (Acquired 3/10/15, cost $250,317) (a)(c)		77,790		255,952
MongoDB:
Series C (Acquired 12/19/13, cost $379,504) (a)(c)		15,128		286,222
Series D (Acquired 12/19/13, cost $118,056) (a)(c)		4,706		89,038
Series E (Acquired 12/19/13, cost $4,168) (a)(c)		166		3,141
Palantir Technologies, Inc., Series I (Acquired 2/06/14, cost $500,000) (a)(c)		81,566		928,221
				1,562,574
Total Preferred Stocks — 0.8%				1,627,384

See Notes to Financial Statements.

42 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

Warrants	Shares		Value
Pharmaceuticals — 0.0%
Alexza Pharmaceuticals, Inc. (Issued/Exercisable 5/06/11, 1 Share for 1 Warrant, Expires 5/06/16, Strike Price $17.70) (a)		222,516		—
Total Warrants — 0.0%				—
Total Long-Term Investments (Cost — $183,760,319) — 99.0%			$	194,618,758
Short-Term Securities
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.14% (e)(f)		1,682,553		1,682,553

	Beneficial Interest (000)		Value
BlackRock Liquidity Series, LLC, Money Market Series, 0.27% (e)(f)(g)	$	4,770	$	4,770,374
Total Short-Term Securities (Cost — $6,452,927) — 3.3%				6,452,927
Total Investments (Cost — $190,213,246) — 102.3%				201,071,685
Liabilities in Excess of Other Assets — (2.3)%				(4,523,663	)
Net Assets — 100.0%			$	196,548,022

      Notes to Schedule of Investments

(a) Non-income producing security.

(b) Security, or a portion of security, is on loan.

(c) Restricted security as to resale, excluding 144A securities. As of period end, the Master Portfolio held restricted securities with a current value of $1,656,327 and an original cost of $1,636,944, which was 0.8% of its net assets.

(d) Other interests represent beneficial interests in liquidation trusts and other reorganization or private entities.

(e) During the six months ended November 30, 2015, investments in issuers considered to be affiliates of the Master Portfolio for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares/ Beneficial Interest Held at May 31, 2015		Net Activity			Shares/ Beneficial Interest Held at November 30, 2015		Income
BlackRock Liquidity Funds, TempFund, Institutional Class		2,469,135		(786,582	)		1,682,553		$  1,043
BlackRock Liquidity Series, LLC, Money Market Series		$3,200,215		$1,570,159			$4,770,374		$83,128	1

¹  Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

(f) Represents the current yield as of period end.

(g) Security was purchased with the cash collateral from loaned securities. The Master Portfolio may withdraw up to 25% of its investment daily, although the manager of the BlackRock Liquidity Series, LLC, Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• For Master Portfolio compliance purposes, the Master Portfolio’s industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment advisor. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease.

      Derivative Financial Instruments Outstanding as of Period End

Financial Futures Contracts
Contracts Long	Issue		Expiration		Notional Value		Unrealized Appreciation
19		E-Mini Russell 2000 Futures		December 2015		$2,272,210		$31,237

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 43

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

      Derivative Financial Instruments Categorized by Risk Exposure

As of period end, fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

		Commodity Contracts	Credit Contracts	Equity Contracts	Foreign Currency Exchange Contracts	Interest Rate Contracts	Other Contracts	Total
Assets — Derivative Financial Instruments
Financial futures contracts	Net unrealized appreciation1	—	—	$31,237	—	—	—	$31,237

¹  Includes cumulative appreciation (depreciation) on financial futures contracts, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

For the six months ended November 30, 2015, the effect of derivative financial instruments in the Statement of Operations were as follows:

Net Realized Loss from:	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Financial futures contracts		—		—	$	(109,706	)		—		—		—	$	(109,706	)
Net Change in Unrealized Appreciation (Depreciation) on:
Financial futures contracts		—		—	$	39,734			—		—		—	$	39,734
Average Quarterly Balances of Outstanding Derivative Financial Instruments:

Financial futures contracts:
Average notional value of contracts — long	$	2,119,980

For more information about the Master Portfolio’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

See Notes to Financial Statements.

44 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Schedule of Investments (continued) BlackRock Master Small Cap Growth Portfolio

      Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments and derivative financial instruments. For information about the Master Portfolio’s policy regarding valuation of investments and derivative financial instruments, refer to the Notes to Financial Statements.

The following tables summarize the Fund’s investments and derivative financial instruments categorized in the disclosure hierarchy:

	Level 1			Level 2			Level 3			Total
Assets:
Investments:
Long-Term Investments:
Common Stocks:
Aerospace & Defense		$	1,369,491			—			—		$	1,369,491
Air Freight & Logistics			201,782			—			—			201,782
Airlines			1,957,183			—			—			1,957,183
Auto Components			3,380,184			—			—			3,380,184
Banks			4,067,767			—			—			4,067,767
Beverages			568,231			—			—			568,231
Biotechnology			23,252,923			—			—			23,252,923
Building Products			3,396,240			—			—			3,396,240
Capital Markets			1,029,670			—			—			1,029,670
Chemicals			3,138,490			—			—			3,138,490
Commercial Services & Supplies			4,860,042			—			—			4,860,042
Communications Equipment			3,718,741			—			—			3,718,741
Construction & Engineering			2,693,372			—			—			2,693,372
Construction Materials			501,877			—			—			501,877
Consumer Finance			410,883			—			—			410,883
Containers & Packaging			593,743			—			—			593,743
Distributors			1,520,891			—			—			1,520,891
Diversified Consumer Services			1,245,518			—			—			1,245,518
Diversified Telecommunication Services			1,885,383			—			—			1,885,383
Electrical Equipment			273,821			—			—			273,821
Electronic Equipment, Instruments & Components			3,876,550			—			—			3,876,550
Energy Equipment & Services			314,213			—			—			314,213
Food & Staples Retailing			956,142			—			—			956,142
Food Products			1,401,002			—			—			1,401,002
Health Care Equipment & Supplies			11,045,336			—			—			11,045,336
Health Care Providers & Services			9,195,889			—			—			9,195,889
Hotels, Restaurants & Leisure			11,094,585			—			—			11,094,585
Household Durables			1,480,989			—			—			1,480,989
Household Products			116,704			—			—			116,704
Independent Power and Renewable Electricity Producers			197,063			—			—			197,063
Insurance			1,433,979			—			—			1,433,979
Internet & Catalog Retail			655,756			—			—			655,756
Internet Software & Services			8,365,337		$	28,943			—			8,394,280
IT Services			6,265,770			—			—			6,265,770
Leisure Products			1,925,447			—			—			1,925,447
Life Sciences Tools & Services			2,511,502			—			—			2,511,502
Machinery			5,345,890			—			—			5,345,890
Marine			254,000			—			—			254,000
Media			1,311,913			—			—			1,311,913
Metals & Mining			782,881			—			—			782,881
Multiline Retail			1,724,166			—			—			1,724,166
Oil, Gas & Consumable Fuels			3,169,592			—			—			3,169,592
Paper & Forest Products			2,121,959			—			—			2,121,959
Personal Products			367,130			—			—			367,130
Pharmaceuticals			6,417,940			—		$	19,879			6,437,819
Professional Services			4,389,939			—			—			4,389,939
Real Estate Investment Trusts (REITs)			4,282,002			—			—			4,282,002
Real Estate Management & Development			1,030,520			—			—			1,030,520
Road & Rail			1,321,200			—			—			1,321,200
Semiconductors & Semiconductor Equipment			8,446,519			—			—			8,446,519
Software			16,731,052			—			—			16,731,052

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 45

Schedule of Investments (concluded) BlackRock Master Small Cap Growth Portfolio

	Level 1			Level 2				Level 3			Total
Specialty Retail		$	5,175,921			—				—		$	5,175,921
Technology Hardware, Storage & Peripherals			761,272			—				—			761,272
Textiles, Apparel & Luxury Goods			3,476,698			—				—			3,476,698
Thrifts & Mortgage Finance			2,685,787			—				—			2,685,787
Tobacco			1,679,344			—				—			1,679,344
Trading Companies & Distributors			268,192			—				—			268,192
Water Utilities			287,460			—				—			287,460
Wireless Telecommunication Services			—			—			$	8,502			8,502
Other Interests			—			—				177			177
Preferred Stocks			—			—				1,627,384			1,627,384
Warrants			—			—				—			—
Short-Term Securities			1,682,553		$	4,770,374				—			6,452,927
Total		$	194,616,426		$	4,799,317			$	1,655,942		$	201,071,685
	Level 1			Level 2				Level 3			Total
Derivative Financial Instruments1
Assets:
Equity contracts		$	31,237			—				—		$	31,237
1    Derivative financial instruments are financial futures contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
The Master Portfolio may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:
	Level 1			Level 2				Level 3			Total
Assets:
Cash		$	2,393			—				—		$	2,393
Cash pledged for financial futures contracts			87,200			—				—			87,200
Liabilities:
Collateral on securities loaned at value			—		$	(4,770,374	)			—			(4,770,374	)
Total		$	89,593		$	(4,770,374	)			—		$	(4,680,781	)
During the six months ended November 30, 2015, there were no transfers between levels.

See Notes to Financial Statements.

46 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Statement of Assets and Liabilities BlackRock Master Small Cap Growth Portfolio

November 30, 2015 (Unaudited)
Assets
Investments at value — unaffiliated (including securities loaned at value of $ 4,611,830) (cost — $183,760,319)	$	194,618,758
Investments at value — affiliated (cost — $ 6,452,927)		6,452,927
Cash		2,393
Cash pledged for financial futures contracts		87,200
Receivables:
Investments sold		886,571
Securities lending income — affiliated		23,643
Dividends		148,374
Prepaid expenses		878
Total assets		202,220,744
Liabilities
Collateral on securities loaned at value		4,770,374
Payables:
Investments purchased		516,685
Directors’ fees		2,360
Investment advisory fees		86,672
Other accrued expenses		70,557
Other affiliates		419
Withdrawals to investors		216,778
Variation margin payable on financial futures contracts		8,877
Total liabilities		5,672,722
Net Assets	$	196,548,022
Net Assets Consist of
Investors’ capital	$	185,658,346
Net unrealized appreciation (depreciation)		10,889,676
Net Assets	$	196,548,022

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 47

Statement of Operations BlackRock Master Small Cap Growth Portfolio

Six Months Ended November 30, 2015 (Unaudited)
Investment Income
Dividends — unaffiliated	$	914,209
Securities lending — affiliated — net		83,128
Dividends — affiliated		1,043
Total income		998,380
Expenses
Investment advisory		727,213
Custodian		32,462
Professional		27,697
Accounting services		27,255
Directors		6,319
Printing		4,103
Miscellaneous		9,275
Total expenses		834,324
Less fees waived by the Manager		(167,835	)
Total expenses after fees waived		666,489
Net investment income		331,891
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments		7,444,290
Financial futures contracts		(109,706	)
		7,334,584
Net change in unrealized appreciation (depreciation) on:
Investments		(18,898,898	)
Financial futures contracts		39,734
		(18,859,164	)
Net realized and unrealized loss		(11,524,580	)
Net Decrease in Net Assets Resulting from Operations	$	(11,192,689	)

See Notes to Financial Statements.

48 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Statements of Changes in Net Assets BlackRock Master Small Cap Growth Portfolio

Decrease in Net Assets:	Six Months Ended November 30, 2015 (Unaudited)			Year Ended May 31, 2015
Operations
Net investment income	$	331,891		$	526,907
Net realized gain		7,334,584			19,291,678
Net change in unrealized appreciation (depreciation)		(18,859,164	)		9,638,941
Net increase (decrease) in net assets resulting from operations		(11,192,689	)		29,457,526
Capital Transactions
Proceeds from contributions		22,339,378			47,206,163
Value of withdrawals		(33,942,448	)		(89,207,603	)
Net decrease in net assets derived from capital transactions		(11,603,070	)		(42,001,440	)
Net Assets
Total decrease in net assets		(22,795,759	)		(12,543,914	)
Beginning of period		219,343,781			231,887,695
End of period	$	196,548,022		$	219,343,781

Financial Highlights BlackRock Master Small Cap Growth Portfolio

	Six Months Ended November 30, 2015			Year Ended May 31,
	(Unaudited)			2015		2014		2013		2012		2011
Total Return
Total return		(5.18)%	1		14.11%		22.22%		31.47%		(13.48)%		35.13%
Ratios to Average Net Assets
Total expenses		0.80%	2		0.79%		0.80%		0.79%		0.77%		0.76%
Total expenses after fees waived		0.64%	2		0.63%		0.64%		0.77%		0.77%		0.76%
Net investment income (loss)		0.32%	2		0.23%		0.10%		0.47%		(0.32)%		(0.51)%
Supplemental Data
Net assets, end of period (000)	$	196,548		$	219,344	$	231,888	$	216,189	$	216,838	$	504,292
Portfolio turnover rate		71%			140%		152%		165%		143%		127%

¹  Aggregate total return.

²  Annualized.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 49

Notes to Financial Statements (Unaudited) BlackRock Master Small Cap Growth Portfolio

1. Organization:

BlackRock Master Small Cap Growth Portfolio (the “Master Portfolio”), a series of BlackRock Master LLC (the “Master LLC”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Master LLC is organized as a Delaware limited liability company. The Limited Liability Company Agreement of the Master LLC permits the Board of Directors of the Master LLC (the “Board”) to issue non-transferable interests in the Master LLC, subject to certain limitations.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.

2. Significant Accounting Policies:

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Segregation and Collateralization: In cases where the Master Portfolio enters into certain investments (e.g., financial futures contracts) that would be treated as “senior securities” for 1940 Act purposes, the Master Portfolio may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments. Doing so allows the investment to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

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

Indemnification: In the normal course of business, the Master Portfolio enters into contracts that contain a variety of representations that provide general indemnification. The Master Portfolio’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Master Portfolio, which cannot be predicted with any certainty.

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

The Master Portfolio has an arrangement with its custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statement of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

3. Investment Valuation and Fair Value Measurements:

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Master Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Master Portfolio determines the fair values of its financial instruments using independent dealers or pricing services under policies approved by the Board. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Master Portfolio for all financial instruments.

Fair Value Inputs and Methodologies: The following methods (or “techniques”) and inputs are used to establish the fair value of the Master Portfolio’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at the official close price each day, if available. For equity investments traded on more than one exchange, the official close price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

• Investments in open-end registered investment companies are valued at NAV each business day.

50 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued) BlackRock Master Small Cap Growth Portfolio

• The Master Portfolio values its investment in BlackRock Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments will follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act. The Master Portfolio may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• Financial futures contracts traded on exchanges are valued at their last sale price.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such instruments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant consistent with the principles of fair value measurement, which include the market approach, income approach and/or in the case of recent investments, the cost approach, as appropriate. The market approach generally consists of using comparable market transactions. The income approach generally is used to discount future cash flows to present value and is adjusted for liquidity as appropriate. These factors include but are not limited to: (i) attributes specific to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such investments, the fair values may differ from the values that would have been used had an active market existed. The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Master Portfolio’s pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

• Level 1 — unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Master Portfolio has the ability to access

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

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

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments are typically categorized as Level 3. The fair value hierarchy the Master Portfolio’s investments and derivative financial instruments have been included in the Schedule of Investments.

Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Master Portfolio’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 51

Notes to Financial Statements (continued) BlackRock Master Small Cap Growth Portfolio

4. Securities and Other Investments:

Preferred Stock: Preferred stock has a preference over common stock in liquidation (and generally in receiving dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

Warrants: Warrants entitle the Master Portfolio to purchase a specified number of shares of common stock and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date of the warrants, if any. If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally expires without any value and the Master Portfolio will lose any amount it paid for the warrant. Thus, investments in warrants may involve more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.

Securities Lending: The Master Portfolio may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Master Portfolio collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Master Portfolio is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter, at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Master Portfolio, or excess collateral returned by the Master Portfolio, on the next business day. During the term of the loan, the Master Portfolio is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of securities on loan, all of which were classified as common stocks in the Master Portfolio’s Schedule of Investments, and the value of the related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash. The cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments.

Securities lending transactions are entered into by the Master Portfolio under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Master Portfolio, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default the borrower can resell or re-pledge the loaned securities, and the Master Portfolio can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities.

As of period end, the following table is a summary of the Master Portfolio’s securities lending agreements by counterparty, which are subject to offset under an MSLA:

Counterparty	Securities Loaned at Value		Cash Collateral Received1			Net Amount
BNP Paribas Prime Brokerage, Inc.	$	33,857	$	(33,857	)	—
Citigroup Global Markets, Inc.		37,776		(37,776	)	—
Credit Suisse Securities (USA) LLC		502,308		(502,308	)	—
Deutsche Bank Securities, Inc.		41,428		(41,428	)	—
Goldman Sachs & Co.		1,079,784		(1,079,784	)	—
JP Morgan Clearing Corp.		335,750		(335,750	)	—
Morgan Stanley		2,350,458		(2,350,458	)	—
SG Americas Securities LLC		52,683		(52,683	)	—
UBS Securities LLC		177,786		(177,786	)	—
Total	$	4,611,830	$	(4,611,830	)	—

¹  Collateral with a value of $4,770,374 has been received in connection with securities lending agreements. Collateral received in excess of the value of securities loaned from the individual counterparty is not shown for financial reporting purposes in the table above.

52 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (continued) BlackRock Master Small Cap Growth Portfolio

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Master Portfolio benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned if the collateral received does not cover the value on the securities loaned in the event of borrower default. The Master Portfolio could suffer a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received.

5. Derivative Financial Instruments:

The Master Portfolio engages in various portfolio investment strategies using derivative contracts both to increase the returns of the Master Portfolio and/or to manage economically its exposure to certain risks such as equity risk. These contracts may be transacted on an exchange.

Financial Futures Contracts: The Master Portfolio invests in long and/or short positions in financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in the value of equity securities (equity risk). Financial futures contracts are agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and at a specified date. Depending on the terms of the particular contract, financial futures contracts are settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date.

Upon entering into a financial futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Securities deposited as initial margin are designated on the Schedule of Investments and cash deposited, if any, is recorded on the Statement of Assets and Liabilities as cash pledged for financial futures contracts. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin. Variation margin is recorded by the Master Portfolio as unrealized appreciation (depreciation) and, if applicable, as a receivable or payable for variation margin in the Statement of Assets and Liabilities.

When the contract is closed, the Master Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial futures contracts involves the risk of an imperfect correlation in the movements in the price of financial futures contracts and the underlying assets.

6. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, Inc. (“BlackRock”) for 1940 Act purposes.

The Master LLC, on behalf of the Master Portfolio, entered into an Investment Advisory Agreement with the Manager, the Master Portfolio’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Master Portfolio’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Master Portfolio. For such services, the Master Portfolio pays the Manager a monthly fee based on a percentage of the Master Portfolio’s average daily net assets at the following annual rates:

Average Daily Net Assets	Investment Advisory Fee
First $1 billion		0.70	%
$1 billion - $3 billion		0.66	%
$3 billion - $5 billion		0.63	%
$5 billion - $10 billion		0.61	%
Greater than $10 billion		0.60	%

The Manager, with respect to the Master Portfolio, entered into a contractual agreement to waive 0.16% of its investment advisory fees as a percentage of the Master Portfolio’s average daily net assets until October 1, 2016. The contractual agreement may be terminated upon 90 days’ notice by a majority of the independent Directors of the Master LLC or by a vote of a majority of the outstanding voting securities of the Master Portfolio. For the six months ended November 30, 2015, the Manager waived $166,220 of investment advisory fees, which is included in fees waived by the Manager in the Statement of Operations.

The Manager, with respect to the Master Portfolio, voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds. This amount is included in fees waived by the Manager in the Statement of Operations. However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Master Portfolio’s investments in other affiliated investment companies, if any. For the six months ended November 30, 2015, the amount waived was $1,615.

For the six months ended November 30, 2015, the Master Portfolio reimbursed the Manager $1,144 for certain accounting services, which is included in accounting services in the Statement of Operations.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 53

Notes to Financial Statements (continued) BlackRock Master Small Cap Growth Portfolio

The U.S. Securities and Exchange Commission has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Master Portfolio is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment advisor to the private investment company will not charge any advisory fees with respect to shares purchased by the Master Portfolio.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent. Pursuant to a securities lending agreement, BIM may lend securities only when the difference between the borrower rebate rate and the risk free rate exceeds a certain level (such securities, the “specials only securities”).

Pursuant to such agreement, the Master Portfolio retains 80% of securities lending income. In addition, commencing the business day following the date that the aggregate securities lending income earned across certain funds in the Equity-Liquidity Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of the calendar year securities lending income in an amount equal to 85% of securities lending income.

The share of securities lending income earned by the Master Portfolio is shown as securities lending — affiliated — net in the Statement of Operations. For the six months ended November 30, 2015, the Master Portfolio paid BIM $19,505 for securities lending agent services.

Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock or its affiliates.

7. Purchases and Sales:

For the six months ended November 30, 2015, purchases and sales of investments, excluding short-term securities, were $144,878,748 and $155,387,454, respectively.

8. Income Tax Information:

The Master Portfolio is disregarded as an entity separate from its owner for tax purposes. As such, the owner of the Master Portfolio is treated as the owner of the net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so the owner of the Master LLC can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

As of period end, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:

Tax cost	$	191,734,111
Gross unrealized appreciation	$	24,906,851
Gross unrealized depreciation		(15,569,277	)
Net unrealized appreciation	$	9,337,574

9. Bank Borrowings:

The Master LLC, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.1 billion credit agreement with a group of lenders, under which the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain funds, the Participating Funds, including the Master Portfolio, can borrow up to an aggregate commitment amount of $1.6 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.06% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2016 unless extended or renewed. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statement of Operations, and along with commitment fees, were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended November 30, 2015, the Master Portfolio did not borrow under the credit agreement.

10. Principal Risks:

In the normal course of business, the Master Portfolio invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer to meet all its obligations, including the ability to pay principal and interest when due (issuer credit risk).

54 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Notes to Financial Statements (concluded) BlackRock Master Small Cap Growth Portfolio

The value of securities held by the Master Portfolio may decline in response to certain events, including those directly involving the issuers of securities owned by the Master Portfolio. Changes arising from the general economy, the overall market and local, regional or global political or/and social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.

Counterparty Credit Risk: Similar to issuer credit risk, the Master Portfolio may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Master Portfolio manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master Portfolio to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master Portfolio’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Master Portfolio.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

Concentration Risk: As of period end, the Master Portfolio invested a significant portion of its assets in securities in the health care and information technology sectors. Changes in economic conditions affecting such sectors would have a greater impact on the Master Portfolio and could affect the value, income and/or liquidity of positions in such securities.

11. Subsequent Events:

Management has evaluated the impact of all subsequent events on the Master Portfolio through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2015 55

Officers and Directors/Trustees

Rodney D. Johnson, Chair of the Board and Director/Trustee

David O. Beim, Director/Trustee

Collette Chilton, Director/Trustee

Frank J. Fabozzi, Director/Trustee

Dr. Matina S. Horner, Director/Trustee

Herbert I. London, Director/Trustee

Cynthia A. Montgomery, Director/Trustee

Barbara G. Novick, Director/Trustee

Joseph P. Platt, Director/Trustee

Robert C. Robb, Jr., Director/Trustee

Toby Rosenblatt, Director/Trustee

Mark Stalnecker, Director/Trustee

Kenneth L. Urish, Director/Trustee

Frederick W. Winter, Director/Trustee

John M. Perlowski, Director/Trustee, President and Chief Executive Officer

Richard Hoerner, CFA, Vice President¹

Jennifer McGovern, Vice President

Neal Andrews, Chief Financial Officer

Jay Fife, Treasurer

Charles Park, Chief Compliance Officer

Fernando Piedra, Anti-Money Laundering Officer

Benjamin Archibald, Secretary

¹  For BlackRock Funds.

Effective September 25, 2015, John M. Perlowski was appointed to serve as a Director/Trustee of the Trust/Corporation/Master LLC.

Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809	Accounting Agent and Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	Independent Registered Public Accounting Firm Deloitte & Touche LLP Philadelphia, PA 19103	Address of the Funds 100 Bellevue Parkway Wilmington, DE 19809
Custodians Brown Brothers Harriman & Co.1 Boston, MA 02109	Distributor BlackRock Investments, LLC New York, NY 10022	Legal Counsel Sidley Austin LLP New York, NY 10019
The Bank of New York Mellon2 New York, NY 10286

¹  For BlackRock Master Small Cap Growth Portfolio.

²  For BlackRock Disciplined Small Cap Core Fund.

56 SEMI-ANNUAL REPORT NOVEMBER 30, 2015

Additional Information

      General Information

Householding

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

Availability of Quarterly Schedule of Investments

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

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Funds/Master Portfolio use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

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

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing. Visit http://www.blackrock.com for more information.

      Shareholder Privileges

Account Information

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

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

ANNUAL REPORT NOVEMBER 30, 2015 57

Additional Information (concluded)

      BlackRock Privacy Principles

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

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

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

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

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

58 ANNUAL REPORT NOVEMBER 30, 2015

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

SC2-11/15-SAR

Item 2 –	Code of Ethics – Not Applicable to this semi-annual report
Item 3 –	Audit Committee Financial Expert – Not Applicable to this semi-annual report
Item 4 –	Principal Accountant Fees and Services – Not Applicable to this semi-annual report
Item 5 –	Audit Committee of Listed Registrants – Not Applicable
Item 6 –	Investments
	(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
	(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –	Submission of Matters to a Vote of Security Holders –There have been no material changes to these procedures.
Item 11 –	Controls and Procedures
	(a) – The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
	(b) – There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –	Exhibits attached hereto
	(a)(1) – Code of Ethics – Not Applicable to this semi-annual report
	(a)(2) – Certifications – Attached hereto
	(a)(3) – Not Applicable
	(b) – Certifications – Attached hereto

2

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

BlackRock Funds
By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of BlackRock Funds
Date:	January 29, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of BlackRock Funds
Date:	January 29, 2016
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of BlackRock Funds
Date:	January 29, 2016

3