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: 05/31/2017

Date of reporting period: 11/30/2016

Item 1 – Report to Stockholders

NOVEMBER 30, 2016        

  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	9
Fund Financial Statements:
Schedule of Investments: BlackRock Disciplined Small Cap Core Fund	10
Statements of Assets and Liabilities	17
Statements of Operations	19
Statements of Changes in Net Assets	20
Fund Financial Highlights	21
Fund Notes to Financial Statements	29
Master Portfolio Information: BlackRock Master Small Cap Growth Portfolio	41
Master Portfolio Financial Statements:
Schedule of Investments	42
Statement of Assets and Liabilities	49
Statement of Operations	50
Statements of Changes in Net Assets	51
Master Portfolio Financial Highlights	51
Master Portfolio Notes to Financial Statements	52
Officers and Directors/Trustees	59
Additional Information	60

  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, 2016

The Markets in Review

Dear Shareholder,

Central bank policy decisions have continued to provide support to financial markets, while changing economic outlooks and geopolitical risks have been major drivers of investor sentiment. After ending its near-zero interest rate policy at the end of 2015, the Federal Reserve (the “Fed”) remained in focus as investors considered the anticipated pace of future rate hikes. With the European Central Bank and the Bank of Japan having moved into stimulus mode, the divergence in global monetary policies drove heightened market volatility at the beginning of 2016 and the U.S. dollar strengthened considerably.

Financial markets had a rough start to the year. The strong dollar challenged U.S. companies that generate revenues overseas and pressured emerging market currencies and commodities prices. Low and volatile oil prices and signs of slowing growth in China were also meaningful factors behind the decline in risk assets. However, as the first quarter wore on, these pressures abated and a more tempered outlook for U.S. rate hikes helped the markets rebound.

Volatility spiked in late June when the United Kingdom shocked investors with its vote to leave the European Union. Uncertainty around how the British exit might affect the global economy and the political landscape drove investors to high-quality assets, pushing already low global yields to even lower levels. However, risk assets recovered swiftly in July as economic data suggested that the consequences had thus far been contained to the United Kingdom.

The U.S. presidential election brought another episode of vote-induced volatility in November. Equities fell sharply in response to Donald Trump’s victory, but quickly recovered and rallied. Interest rates moved higher (and bond prices lower) given expectations for rising inflation. Broadly, a reflation theme has been building amid signs of rising price pressures, central banks signaling a greater tolerance to let inflation run hotter, and policy emphasis shifting from monetary to fiscal stimulus.

At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to adjust accordingly 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, 2016
	6-month			12-month
U.S. large cap equities (S&P 500® Index)		6.01	%		8.06	%
U.S. small cap equities (Russell 2000® Index)		15.37			12.08
International equities (MSCI Europe, Australasia, Far East Index)		(1.25	)		(3.66	)
Emerging market equities (MSCI Emerging Markets Index)		8.42			8.47
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)		0.18			0.32
U.S. Treasury securities (BofA Merrill Lynch 10- Year U.S. Treasury Index)		(4.11	)		(0.09	)
U.S. investment-grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)		(0.92	)		2.17
Tax-exempt municipal bonds (S&P Municipal Bond Index)		(2.82	)		0.48
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		6.43			12.11
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, 2016 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, 2016, the Fund outperformed its benchmark, the Russell 2000^® Index.

What factors influenced performance?

• Positive contributions to the Fund’s performance resulted from insights related to sentiment, fundamentals, and macroeconomics. With respect to sentiment, the text analysis of company executive conference calls helped identify positive trends in stock performance. This was particularly prominent in the regional banks industry of the financials sector, where a more favorable interest rate environment led to expectations for higher profits. Positions in First Midwest Bancorp and Old National Bancorp were noteworthy positive contributors from this insight. With respect to fundamentals, performance benefited as the Fund identified pockets of value in the market by using a valuation measure linked to company sales, prompting an overweight position in regional bank HomeStreet, Inc. Finally, a focus on companies within the health care sector that displayed high operating cash flows and efficient utilization of assets contributed to performance.

• The most significant detractors from the Fund’s performance were insights that favored stocks demonstrating minimum volatility and stocks with higher expected sales growth. Market rotation toward value stocks led to underperformance among minimum volatility stocks. Sales growth signals led to an underweighting of the growth-sensitive trading companies & distributors industry with the industrials sector. This led to a drag on performance as these stocks rallied after the presidential election, with an underweight position in Applied Industrial Technologies, Inc. being the largest individual detractor.

Describe recent portfolio activity.

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

Describe portfolio positioning at period end.

• Relative to the Russell 2000^® Index, the Fund ended the period with its largest sector overweight in industrials, real estate, and information technology, and its most significant underweights in materials and consumer discretionary.

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

SYNNEX Corp.	2	%
Masimo Corp.	2
Retail Opportunity Investments Corp.	2
Worthington Industries, Inc.	2
PS Business Parks, Inc.	2
Southwest Gas Corp.	2
PolyOne Corp.	2
Universal Forest Products, Inc.	1
Wintrust Financial Corp.	1
Tenneco, Inc.	1

Sector Allocation Percent of
Net Assets

Financials	18	%
Information Technology	17
Industrials	16
Health Care	13
Consumer Discretionary	12
Real Estate	9
Materials	4
Energy	4
Utilities	3
Consumer Staples	3
Short-Term Securities	2
Liabilities in Excess of Other Assets	(1	)

For Fund compliance purposes, the Fund’s sector classifications refer to 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 adviser.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, 2016

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 2,000 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, 2016
		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	16.63%	13.91%	N/A	12.21%	N/A
Investor A	16.48	13.60	7.64%	11.93	10.32%
Investor C	15.90	12.76	11.76	11.06	11.06
Class K	16.62	14.04	N/A	12.32	N/A
Russell 2000® Index	15.37	12.08	N/A	10.74	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.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Expense Example
	Actual			Hypothetical8
	Beginning Account Value June 1, 2016	Ending Account Value November 30, 2016	Expenses Paid During the Period7	Beginning Account Value June 1, 2016	Ending Account Value November 30, 2016	Expenses Paid During the Period7	Annualized Expense Ratio
Institutional	$1,000.00	$1,166.30	$3.42	$1,000.00	$1,021.91	$3.19	0.63%
Investor A	$1,000.00	$1,164.80	$5.16	$1,000.00	$1,020.31	$4.81	0.95%
Investor C	$1,000.00	$1,159.00	$9.20	$1,000.00	$1,016.55	$8.59	1.70%
Class K	$1,000.00	$1,166.20	$3.26	$1,000.00	$1,022.06	$3.04	0.60%

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 183/365 (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 365.

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

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 5

Fund Summary as of November 30, 2016 BlackRock Small Cap Growth Fund II

      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

How did the Fund perform?

• For the six-month period ended November 30, 2016, through its investment in BlackRock Master Small Cap Growth Portfolio (the “Master Portfolio”), the Fund outperformed its benchmark, the Russell 2000^® Growth Index.

What factors influenced performance?

• Positive contributors to performance included insights related to sentiment, fundamentals and macroeconomics. A sentiment-based insight that anticipates reversals of recent performance trends worked well, particularly within the financials sector. In this vein, regional bank Wintrust Financial Corp. saw its shares rebound as the market weighed the impact of rising interest rates on expected profits. The text analysis of company executive conference calls to identify trends in stock performance also worked well during the period. With respect to fundamentals, a focus within the health care sector on companies with high operating cash flow and efficient asset use contributed to performance. In particular, the Master Portfolio was underweight in biotechnology company Arrowhead Pharmaceuticals, Inc., which came under pressure due to failures in clinical trials and depleted cash reserves. In addition, performance benefited as the Master Portfolio identified pockets of value in the market by using a valuation measure linked to company sales.

• Conversely, the most significant detractor from the performance was an insight that favored lower growth companies, as the markets shifted away from such stocks following the presidential election. In this vein, an underweight position in supply chain transport company XPO Logistics, Inc. was a noteworthy detractor from performance. More broadly, this insight struggled within energy and biotechnology stocks. In addition, a bond sentiment insight detracted from performance, as rising rates affected markets adversely.

Describe recent portfolio activity.

• During the six-month period, the Master Portfolio increased its overall sector weightings in the materials, financials and industrials sectors, and decreased its overall weightings in consumer discretionary and information technology (“IT”).

Describe portfolio positioning at period end.

• Relative to the Russell 2000^® Growth Index, the Master Portfolio ended the period with overweight positions in industrials, real estate, and IT stocks, and underweight positions in consumer staples, consumer discretionary, and telecommunications stocks.

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, 2016

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 the 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, 2016
		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	12.86%	5.36%	N/A	12.08%	N/A	6.77%	N/A
Investor A	12.85	5.20	(0.32)%	11.77	10.57%	6.49	5.92%
Investor C	12.26	4.17	3.18	10.80	10.80	5.50	5.50
Class R	12.62	4.91	N/A	11.48	N/A	6.13	N/A
Russell 2000® Growth Index	11.09	4.58	N/A	13.38	N/A	7.58	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.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Expense Example
	Actual			Hypothetical6
	Beginning Account Value June 1, 2016	Ending Account Value November 30, 2016	Expenses Paid During the Period5	Beginning Account Value June 1, 2016	Ending Account Value November 30, 2016	Expenses Paid During the Period5	Annualized Expense Ratio
Institutional	$1,000.00	$1,128.60	$  6.08	$1,000.00	$1,019.35	$  5.77	1.14%
Investor A	$1,000.00	$1,128.50	$  7.20	$1,000.00	$1,018.30	$  6.83	1.35%
Investor C	$1,000.00	$1,122.60	$11.81	$1,000.00	$1,013.94	$11.21	2.22%
Class R	$1,000.00	$1,126.20	$  8.53	$1,000.00	$1,017.05	$  8.09	1.60%

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 183/365 (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 365.

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

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 7

About Fund Performance

• Institutional and Class K Shares (Class K Shares available only in BlackRock Disciplined Small Cap Core Fund) are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors. Prior to March 28, 2016 (commencement of operations), Class K Shares performance results are those of Institutional Shares, restated to reflect Class K Shares fees.

• 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 adviser, 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, 2016 and held through November 30, 2016) 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 headings 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.

8 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Derivative Financial Instruments

BlackRock Disciplined Small Cap Core Fund and the Master Portfolio may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market and/or other asset without owning or taking physical custody of securities, commodities and/or other referenced assets 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 and 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 instrument. BlackRock Disciplined Small Cap Core Fund’s and Master Portfolio’s successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation BlackRock Disciplined Small Cap Core Fund and Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. BlackRock Disciplined Small Cap Core Fund’s and Master Portfolio’s investments in these instruments, if any, are discussed in detail in BlackRock Disciplined Small Cap Core Fund’s and Master Portfolio’s Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 9

Schedule of Investments November 30, 2016 (Unaudited)	BlackRock Disciplined Small Cap Core Fund
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Aerospace & Defense — 1.3%
DigitalGlobe, Inc. (a)		5,378	$	172,903
Engility Holdings, Inc. (a)		4,673		169,396
HEICO Corp., Class A		1,706		114,643
Triumph Group, Inc.		557		15,485
Vectrus, Inc. (a)		522		12,058
				484,485
Air Freight & Logistics — 0.8%
Hub Group, Inc., Class A (a)		5,588		239,446
Radiant Logistics, Inc. (a)		11,298		41,125
XPO Logistics, Inc. (a)		677		30,147
				310,718
Airlines — 0.1%
Hawaiian Holdings, Inc. (a)		510		26,189
Auto Components — 2.0%
American Axle & Manufacturing Holdings, Inc. (a)		1,738		27,217
Cooper Standard Holding, Inc. (a)		1,033		98,466
Horizon Global Corp. (a)		696		16,015
Lear Corp.		436		56,466
Tenneco, Inc. (a)		7,845		462,463
Tower International, Inc.		2,381		62,382
				723,009
Banks — 11.2%
Ameris Bancorp		1,544		69,248
Bank of the Ozarks, Inc.		4,426		214,750
Banner Corp.		5,952		310,278
Berkshire Hills Bancorp, Inc.		694		23,561
Carolina Financial Corp.		2,949		78,237
Central Pacific Financial Corp.		10,065		297,421
Enterprise Financial Services Corp.		2,364		90,778
Farmers National Banc Corp.		1,609		19,067
FB Financial Corp. (a)		635		15,050
FCB Financial Holdings, Inc. (a)		2,504		110,802
Fidelity Southern Corp.		1,988		44,332
First Interstate BancSystem, Inc., Class A		509		19,215
First Merchants Corp.		4,651		159,669
Glacier Bancorp, Inc.		457		15,675
Guaranty Bancorp		263		5,602
Heritage Financial Corp.		1,152		26,093
Home BancShares, Inc.		14,594		377,547
Independent Bank Corp. MI		2,626		49,631
Legacytexas Financial Group, Inc.		967		37,964
National Bank Holdings Corp., Class A		3,159		85,925
Republic Bancorp, Inc., Class A		3,935		145,713
Sandy Spring Bancorp, Inc.		7,838		285,303
Seacoast Banking Corp. (a)		1,164		23,932
Sierra Bancorp		1,004		22,941
South State Corp.		2,822		239,729
Texas Capital Bancshares, Inc. (a)		708		51,507
TriCo Bancshares		1,639		51,235
Union Bankshares Corp.		5,590		188,942
United Community Banks, Inc.		12,522		340,348
Webster Financial Corp.		5,056		250,828
Wintrust Financial Corp.		7,052		464,304
				4,115,627

Common Stocks	Shares		Value
Beverages — 0.2%
Primo Water Corp. (a)		6,533	$	84,014
Biotechnology — 4.3%
Achillion Pharmaceuticals, Inc. (a)		17,619		72,943
Aduro Biotech, Inc. (a)		2,045		23,313
Alder Biopharmaceuticals, Inc. (a)		4,006		94,341
Applied Genetic Technologies Corp. (a)		6,287		57,840
Aptevo Therapeutics, Inc. (a)		9,340		17,746
Arena Pharmaceuticals, Inc. (a)		3,042		4,411
aTyr Pharma, Inc. (a)		4,130		12,803
Bluebird Bio, Inc. (a)		666		40,193
Celldex Therapeutics, Inc. (a)		4,015		15,297
ChemoCentryx, Inc. (a)		4,510		35,358
Cidara Therapeutics, Inc. (a)		1,638		17,035
Corvus Pharmaceuticals, Inc. (a)		425		6,558
CytomX Therapeutics, Inc. (a)		1,514		16,866
Dimension Therapeutics, Inc. (a)		672		2,957
Enanta Pharmaceuticals, Inc. (a)		1,496		47,034
Enzon Pharmaceuticals, Inc.		8,011		3,844
Exact Sciences Corp. (a)		1,616		23,868
Exelixis, Inc. (a)		8,914		150,825
FibroGen, Inc. (a)		4,184		92,676
Five Prime Therapeutics, Inc. (a)		227		13,057
Genomic Health, Inc. (a)		2,621		79,757
Halozyme Therapeutics, Inc. (a)		3,513		41,489
Immune Design Corp. (a)		4,635		34,067
Infinity Pharmaceuticals, Inc. (a)		18,068		20,959
Insys Therapeutics, Inc. (a)(b)		2,037		24,016
Ironwood Pharmaceuticals, Inc. (a)		6,479		101,105
Kadmon Holdings, Inc. (a)		718		3,583
Kindred Biosciences, Inc. (a)		5,776		24,548
Lexicon Pharmaceuticals, Inc. (a)		5,181		78,907
Merrimack Pharmaceuticals, Inc. (a)(b)		1,246		6,865
Natera, Inc. (a)		2,774		33,288
NewLink Genetics Corp. (a)		1,323		14,659
Nivalis Therapeutics, Inc. (a)		1,611		3,496
OncoMed Pharmaceuticals, Inc. (a)		1,004		8,524
Ophthotech Corp. (a)		1,092		33,470
Pfenex, Inc. (a)		954		8,844
Portola Pharmaceuticals, Inc. (a)		439		7,898
Proteostasis Therapeutics, Inc. (a)		187		1,969
PTC Therapeutics, Inc. (a)		2,575		28,685
Puma Biotechnology, Inc. (a)		1,493		64,274
Ra Pharmaceuticals, Inc. (a)(b)		1,954		25,578
Retrophin, Inc. (a)		1,925		39,405
Rigel Pharmaceuticals, Inc. (a)		5,488		14,269
Sarepta Therapeutics, Inc. (a)		664		22,749
Spectrum Pharmaceuticals, Inc. (a)		7,629		29,829
TESARO, Inc. (a)		134		18,182
Ultragenyx Pharmaceutical, Inc. (a)		62		4,854
Vanda Pharmaceuticals, Inc. (a)		2,114		34,775
Versartis, Inc. (a)		411		5,117
Voyager Therapeutics, Inc. (a)		786		9,794
				1,573,920
Building Products — 2.7%
Apogee Enterprises, Inc.		7,859		374,874
Continental Building Products, Inc. (a)		708		15,859
NCI Building Systems, Inc. (a)		4,000		66,800

Portfolio Abbreviations
CVR	Contingent Value Rights
REIT	Real Estate Investment Trust

See Notes to Financial Statements.

10 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

Common Stocks	Shares		Value
Building Products (continued)
Universal Forest Products, Inc.		5,394	$	535,840
				993,373
Capital Markets — 1.1%
Evercore Partners, Inc., Class A		3,397		228,958
Houlihan Lokey, Inc.		2,902		82,678
Moelis & Co., Class A		2,598		75,862
Waddell & Reed Financial, Inc., Class A		1,143		22,323
				409,821
Chemicals — 2.3%
Chemtura Corp. (a)		1,258		41,451
GCP Applied Technologies, Inc. (a)		2,887		80,836
Innospec, Inc.		424		27,857
Koppers Holdings, Inc. (a)		725		27,804
OMNOVA Solutions, Inc. (a)		1,563		15,005
PolyOne Corp.		16,869		556,171
Stepan Co.		398		32,306
Trinseo SA (a)		825		48,304
				829,734
Commercial Services & Supplies — 3.4%
ABM Industries, Inc.		1,182		52,008
ACCO Brands Corp. (a)		10,055		125,185
Casella Waste Systems, Inc., Class A (a)		2,325		29,435
InnerWorkings, Inc. (a)		11,023		101,963
Knoll, Inc.		9,056		240,075
Quad/Graphics, Inc.		1,326		37,300
Steelcase, Inc., Class A		16,981		264,055
Tetra Tech, Inc.		9,782		419,159
				1,269,180
Communications Equipment — 1.8%
Black Box Corp.		15,363		235,822
Calix, Inc. (a)		7,567		57,131
Ciena Corp. (a)		2,640		56,628
Extreme Networks, Inc. (a)		719		3,041
Finisar Corp. (a)		2,109		70,082
NETGEAR, Inc. (a)		1,966		105,574
Ubiquiti Networks, Inc. (a)		2,627		147,007
				675,285
Construction & Engineering — 1.8%
Comfort Systems U.S.A., Inc.		2,489		80,146
EMCOR Group, Inc.		3,939		273,248
MasTec, Inc. (a)		7,858		298,211
				651,605
Construction Materials — 0.1%
Summit Materials, Inc., Class A (a)		1,357		32,256
Consumer Finance — 0.4%
Consumer Portfolio Services, Inc. (a)		5,013		25,316
Enova International, Inc. (a)		10,762		125,377
				150,693
Distributors — 0.1%
Core-Mark Holding Co., Inc.		997		36,400
Diversified Consumer Services — 0.4%
Apollo Education Group Inc. (a)		1,686		15,899
Ascent Capital Group, Inc., Class A (a)		986		17,817
K12, Inc. (a)		6,078		89,225
Regis Corp. (a)		1,291		17,429
				140,370
Diversified Telecommunication Services — 0.3%
Cogent Communications Holdings, Inc.		138		5,168
FairPoint Communications, Inc. (a)		1,570		26,141

Common Stocks	Shares		Value
Diversified Telecommunication Services (continued)
IDT Corp., Class B		308	$	6,520
Ooma, Inc. (a)		6,076		56,507
Vonage Holdings Corp. (a)		1,169		7,704
				102,040
Electric Utilities — 0.3%
IDACORP, Inc.		997		75,922
Spark Energy, Inc., Class A		842		21,471
				97,393
Electrical Equipment — 0.4%
Atkore International Group, Inc. (a)		6,157		132,068
Electronic Equipment, Instruments & Components — 3.4%
Control4 Corp. (a)		1,773		20,283
Fabrinet (a)		969		41,473
Insight Enterprises, Inc. (a)		3,658		128,103
Kemet Corp. (a)		20,994		119,246
Key Tronic Corp. (a)		3,413		26,348
PC Connection, Inc.		1,881		50,486
Sanmina Corp. (a)		4,670		153,409
SYNNEX Corp.		5,961		696,900
				1,236,248
Energy Equipment & Services — 1.4%
Aspen Aerogels, Inc. (a)		701		2,699
Gulf Island Fabrication, Inc.		2,630		31,165
Helix Energy Solutions Group, Inc. (a)		12,723		132,955
Mammoth Energy Services, Inc. (a)(b)		3,863		61,924
Matrix Service Co. (a)		1,404		29,273
McDermott International, Inc. (a)		21,347		146,867
Pioneer Energy Services Corp. (a)		3,096		15,480
Unit Corp. (a)		3,201		77,784
				498,147
Equity Real Estate Investment Trusts (REITs) — 8.2%
American Assets Trust, Inc.		239		9,574
Armada Hoffler Properties, Inc.		1,805		25,360
Ashford Hospitality Prime, Inc.		7,290		93,458
Ashford Hospitality Trust, Inc.		4,805		33,779
Catchmark Timber Trust, Inc., Class A		439		4,803
Chatham Lodging Trust		2,951		56,541
DCT Industrial Trust, Inc.		3,797		174,472
EastGroup Properties, Inc.		85		5,806
FelCor Lodging Trust, Inc.		22,269		161,673
Hudson Pacific Properties, Inc.		7,719		269,162
InfraREIT, Inc. (a)		808		13,849
National Storage Affiliates Trust		13,465		277,110
One Liberty Properties, Inc.		761		18,622
Pebblebrook Hotel Trust		2,615		75,207
Preferred Apartment Communities, Inc., Class A		856		11,659
PS Business Parks, Inc.		5,389		602,113
QTS Realty Trust, Inc., Class A		898		42,026
Ramco-Gershenson Properties Trust		5,765		97,832
Retail Opportunity Investments Corp.		29,552		609,953
RLJ Lodging Trust		1,068		24,340
Silver Bay Realty Trust Corp.		4,840		84,555
Summit Hotel Properties, Inc.		22,303		317,149
				3,009,043
Food & Staples Retailing — 1.0%
Performance Food Group Co. (a)		4,203		88,683
SpartanNash Co.		7,309		264,659
				353,342
Food Products — 1.1%
Dean Foods Co.		17,126		340,122
Fresh Del Monte Produce, Inc. (a)		1,102		68,335

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 11

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

Common Stocks	Shares		Value
Food Products (continued)
John B. Sanfilippo & Son, Inc.		128	$	8,154
				416,611
Gas Utilities — 1.6%
Southwest Gas Corp.		7,795		577,843
Health Care Equipment & Supplies — 4.1%
Cantel Medical Corp.		4,425		360,947
Cardiovascular Systems, Inc. (a)		2,265		54,790
Cutera, Inc. (a)		3,830		62,621
Cynosure, Inc., Class A (a)		1,649		74,782
Glaukos Corp. (a)		1,036		32,334
Halyard Health, Inc. (a)		1,476		54,833
Insulet Corp. (a)		2,364		79,549
Lantheus Holdings, Inc. (a)		3,455		31,441
LeMaitre Vascular, Inc.		4,267		96,733
Masimo Corp. (a)		9,878		611,152
NxStage Medical, Inc. (a)		2,265		55,991
Zeltiq Aesthetics, Inc. (a)		221		9,726
				1,524,899
Health Care Providers & Services — 1.2%
Alliance HealthCare Services, Inc. (a)		2,989		22,716
Five Star Quality Care, Inc. (a)		21,593		49,664
VCA, Inc. (a)		4,209		263,483
WellCare Health Plans, Inc. (a)		697		95,503
				431,366
Health Care Technology — 0.4%
Medidata Solutions, Inc. (a)		465		25,682
Vocera Communications, Inc. (a)		7,051		128,328
				154,010
Hotels, Restaurants & Leisure — 2.5%
Carrols Restaurant Group, Inc. (a)		9,623		130,873
Cheesecake Factory, Inc.		348		20,591
Del Frisco’s Restaurant Group, Inc. (a)		385		6,622
Isle of Capri Casinos, Inc. (a)		495		11,098
J. Alexander’s Holdings, Inc. (a)		3,368		31,996
Papa John’s International, Inc.		2,935		259,337
Red Rock Resorts, Inc., Class A		3,157		72,358
Ruby Tuesday, Inc. (a)		3,435		10,374
Scientific Games Corp., Class A (a)		1,724		25,429
Vail Resorts, Inc.		2,148		340,243
				908,921
Household Durables — 0.7%
Beazer Homes USA, Inc. (a)		4,225		56,953
GoPro, Inc., Class A (a)(b)		2,031		20,269
La-Z-Boy, Inc.		601		16,077
M/I Homes, Inc. (a)		2,422		56,578
TopBuild Corp. (a)		1,543		55,995
TRI Pointe Group, Inc. (a)		1,440		16,733
UCP, Inc., Class A (a)		2,418		26,477
ZAGG, Inc. (a)		1,181		7,795
				256,877
Household Products — 0.1%
Central Garden & Pet Co., Class A (a)		1,097		31,681
Independent Power and Renewable Electricity Producers — 0.0%
NRG Yield, Inc., Class A		1,037		15,130
Insurance — 1.7%
Argo Group International Holdings Ltd.		4,974		315,600
Baldwin & Lyons, Inc., Class B		1,159		30,713
CNO Financial Group, Inc.		3,708		66,373
Crawford & Co., Class B		1,263		16,684
Donegal Group, Inc., Class A		968		15,536

Common Stocks	Shares		Value
Insurance (continued)
Federated National Holding Co.		375	$	6,521
Fidelity & Guaranty Life		236		5,570
Genworth Financial, Inc., Class A (a)		4,306		18,430
James River Group Holdings Ltd.		630		24,557
Maiden Holdings Ltd.		487		7,500
National General Holdings Corp.		748		16,897
Primerica, Inc.		276		19,513
Selective Insurance Group, Inc.		215		8,837
United Insurance Holdings Corp.		3,026		41,093
Universal Insurance Holdings, Inc.		937		22,488
				616,312
Internet & Direct Marketing Retail — 0.2%
EVINE Live, Inc. (a)		1,772		2,959
Overstock.com, Inc. (a)		2,130		36,103
U.S. Auto Parts Network, Inc. (a)		8,657		24,672
				63,734
Internet Software & Services — 1.6%
Bankrate, Inc. (a)		2,769		28,382
Brightcove, Inc. (a)		964		8,001
Carbonite, Inc. (a)		3,166		58,571
EarthLink Holdings Corp.		24,719		130,516
Everyday Health, Inc. (a)		560		5,852
Limelight Networks, Inc. (a)		4,910		10,409
LogMeIn, Inc.		1,409		142,098
Marchex, Inc., Class B (a)		998		2,615
QuinStreet, Inc. (a)		10,198		32,532
Rocket Fuel, Inc. (a)		15,217		27,695
Web.com Group, Inc. (a)		3,969		63,306
Wix.com Ltd. (a)		1,584		78,408
				588,385
IT Services — 2.7%
Convergys Corp.		16,797		434,538
CSG Systems International, Inc.		4,133		183,919
Euronet Worldwide, Inc. (a)		349		25,030
Hackett Group, Inc.		7,823		138,936
Net 1 UEPS Technologies, Inc. (a)		1,315		15,004
PFSweb, Inc. (a)		1,064		8,459
ServiceSource International, Inc. (a)		778		4,614
Unisys Corp. (a)		12,011		178,363
				988,863
Leisure Products — 0.3%
Brunswick Corp.		1,227		61,497
Marine Products Corp.		2,028		22,957
MCBC Holdings, Inc.		2,852		38,331
				122,785
Life Sciences Tools & Services — 1.0%
Harvard Bioscience, Inc. (a)		2,058		5,042
INC Research Holdings, Inc., Class A (a)		2,119		104,891
Medpace Holdings, Inc. (a)		2,081		74,250
Nanostring Technologies, Inc. (a)		2,911		64,042
PAREXEL International Corp. (a)		706		41,654
PRA Health Sciences, Inc. (a)		1,817		97,609
				387,488
Machinery — 2.7%
Briggs & Stratton Corp.		4,273		88,537
Greenbrier Cos., Inc.		1,297		50,324
John Bean Technologies Corp.		2,709		244,352
Joy Global, Inc.		1,946		54,546
Miller Industries, Inc.		353		9,002
Mueller Industries, Inc.		1,567		59,530
Mueller Water Products, Inc., Class A		4,587		60,686

See Notes to Financial Statements.

12 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

Common Stocks	Shares		Value
Machinery (continued)
Rexnord Corp. (a)		2,445	$	53,790
Watts Water Technologies, Inc., Class A		5,385		367,795
				988,562
Media — 1.3%
A H Belo Corp., Class A		514		3,161
Carmike Cinemas, Inc. (a)		477		16,123
Entercom Communications Corp., Class A		1,941		29,503
Meredith Corp.		3,181		176,705
New Media Investment Group, Inc.		6,677		102,559
Nexstar Broadcasting Group, Inc., Class A		343		20,460
Radio One, Inc., Class D (a)		2,257		6,545
Sinclair Broadcast Group, Inc., Class A		4,172		135,799
				490,855
Metals & Mining — 1.8%
Real Industry, Inc. (a)		967		5,657
Ryerson Holding Corp. (a)		2,634		37,666
Worthington Industries, Inc.		10,704		602,421
				645,744
Mortgage Real Estate Investment Trusts (REITs) — 0.6%
Arbor Realty Trust, Inc.		14,770		110,037
Ares Commercial Real Estate Corp.		7,969		107,821
Cherry Hill Mortgage Investment Corp.		509		9,014
				226,872
Multiline Retail — 1.0%
Big Lots, Inc.		7,028		355,687
Multi-Utilities — 1.4%
Avista Corp.		10,941		442,782
NorthWestern Corp.		1,198		67,208
				509,990
Oil, Gas & Consumable Fuels — 2.2%
Approach Resources, Inc. (a)		4,717		16,557
Bill Barrett Corp. (a)		10,991		85,950
Carrizo Oil & Gas, Inc. (a)		789		33,406
Contango Oil & Gas Co. (a)		1,020		10,088
CVR Energy, Inc.		3,336		55,811
Denbury Resources, Inc. (a)		14,149		53,483
Eclipse Resources Corp. (a)		10,449		30,825
Enviva Partners LP		347		9,785
EP Energy Corp., Class A (a)(b)		17,130		90,960
Matador Resources Co. (a)(b)		925		24,642
Northern Oil and Gas, Inc. (a)		18,445		41,501
Oasis Petroleum, Inc. (a)		10,981		164,386
Pacific Ethanol, Inc. (a)		8,777		75,482
Renewable Energy Group, Inc. (a)		2,618		25,525
RSP Permian, Inc. (a)		2,156		96,265
Westmoreland Coal Co. (a)		599		10,375
				825,041
Paper & Forest Products — 0.2%
Boise Cascade Co. (a)		2,220		50,616
Domtar Corp.		94		3,691
Verso Corp., Class A (a)		4,776		25,552
				79,859
Personal Products — 0.1%
Avon Products, Inc.		9,148		49,125
Natural Health Trends Corp.		88		2,226
				51,351
Pharmaceuticals — 1.5%
Achaogen, Inc. (a)		2,491		14,224
Aratana Therapeutics, Inc. (a)		527		3,758

Common Stocks	Shares		Value
Pharmaceuticals (continued)
Corcept Therapeutics, Inc. (a)		8,438	$	70,795
Heska Corp. (a)		778		51,434
Horizon Pharma PLC		3,352		66,370
Innoviva, Inc. (a)		2,617		27,060
Juniper Pharmaceuticals, Inc. (a)		4,726		26,229
Prestige Brands Holdings, Inc. (a)		6,047		287,656
Sucampo Pharmaceuticals, Inc., Class A (a)		399		6,484
				554,010
Professional Services — 0.5%
Insperity, Inc.		2,561		185,416
Willdan Group, Inc. (a)		530		13,027
				198,443
Real Estate Management & Development — 0.3%
AV Homes, Inc. (a)		1,138		18,037
Marcus & Millichap, Inc. (a)		3,724		102,224
				120,261
Road & Rail — 0.5%
ArcBest Corp.		5,108		155,539
YRC Worldwide, Inc. (a)		1,481		18,779
				174,318
Semiconductors & Semiconductor Equipment — 4.6%
Advanced Micro Devices, Inc. (a)		43,863		390,819
Alpha & Omega Semiconductor Ltd. (a)		3,151		68,534
Amkor Technology, Inc. (a)		15,903		187,973
Ceva, Inc. (a)		98		3,116
Cirrus Logic, Inc. (a)		2,786		153,230
Entegris, Inc. (a)		11,286		202,584
Inphi Corp. (a)		437		19,739
Intersil Corp., Class A		2,271		50,303
Microsemi Corp. (a)		88		4,818
Power Integrations, Inc.		730		49,129
Semtech Corp. (a)		7,262		204,062
SunEdison Semiconductor Ltd.		1,939		23,190
Synaptics, Inc. (a)		1,414		77,176
Tessera Technologies, Inc. (a)		346		13,702
Ultra Clean Holdings, Inc. (a)		23,758		238,530
				1,686,905
Software — 3.3%
A10 Networks, Inc. (a)		18,786		154,045
Aspen Technology, Inc. (a)		437		23,087
Barracuda Networks, Inc. (a)		633		13,951
CommVault Systems, Inc. (a)		727		39,258
Ellie Mae, Inc. (a)		581		47,962
Gigamon, Inc. (a)		2,065		110,168
HubSpot, Inc. (a)		614		34,445
Manhattan Associates, Inc. (a)		1,890		99,036
MicroStrategy, Inc., Class A (a)		775		150,373
Mobileiron, Inc. (a)		8,308		34,478
Proofpoint, Inc. (a)		4,246		326,984
Rapid7, Inc. (a)		180		2,088
Silver Spring Networks, Inc. (a)		1,533		21,385
Take-Two Interactive Software, Inc. (a)		1,262		62,128
Varonis Systems, Inc. (a)		959		28,003
Zix Corp. (a)		14,164		63,030
				1,210,421
Specialty Retail — 2.7%
Aaron’s, Inc. (a)		3,698		107,686
American Eagle Outfitters, Inc.		3,121		51,684
Big 5 Sporting Goods Corp.		6,897		133,457
Children’s Place, Inc.		1,869		194,096
Finish Line, Inc., Class A		4,302		96,537

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 13

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

Common Stocks	Shares		Value
Specialty Retail (continued)
Haverty Furniture Cos., Inc.		3,689	$	79,682
New York & Co., Inc. (a)		5,576		11,319
Sonic Automotive, Inc., Class A		6,131		129,671
Tilly’s, Inc., Class A (a)		859		8,478
TravelCenters of America LLC (a)		2,173		14,342
West Marine, Inc. (a)		18,078		173,910
				1,000,862
Technology Hardware, Storage & Peripherals — 0.1%
Super Micro Computer, Inc. (a)		954		26,092
Textiles, Apparel & Luxury Goods — 0.9%
Culp, Inc.		2,375		80,156
Delta Apparel, Inc. (a)		434		8,858
Oxford Industries, Inc.		2,969		215,728
Perry Ellis International, Inc. (a)		1,402		35,779
				340,521
Thrifts & Mortgage Finance — 3.1%
Essent Group Ltd. (a)		6,046		184,524
EverBank Financial Corp.		56		1,081
First Defiance Financial Corp.		4,560		211,082
Flagstar Bancorp, Inc. (a)		6,737		189,849
HomeStreet, Inc. (a)		6,536		189,871
Impac Mortgage Holdings, Inc. (a)		2,209		33,886
MGIC Investment Corp. (a)		4,449		40,352
Nationstar Mortgage Holdings, Inc. (a)		3,879		65,865
NMI Holdings, Inc., Class A (a)		544		4,678
Ocwen Financial Corp. (a)		5,327		27,381
Radian Group, Inc.		1,755		25,553
Walker & Dunlop, Inc. (a)		5,273		154,973
				1,129,095
Trading Companies & Distributors — 1.4%
Beacon Roofing Supply, Inc. (a)		2,416		112,078
BMC Stock Holdings, Inc. (a)		4,029		75,947
GMS, Inc. (a)		8,210		206,153
MRC Global, Inc. (a)		5,572		112,164
				506,342
Water Utilities — 0.2%
Global Water Resources, Inc. (b)		3,505		29,617
SJW Corp.		969		52,006
				81,623
Total Common Stocks — 98.6%				36,222,719

Rights	Shares		Value
Biotechnology — 0.0%
Dyax Corp. — CVR (a)		835	$	927
Internet & Direct Marketing Retail — 0.0%
Overstock.com, Inc. (Expires 12/6/16, Strike Price $15.68) (a)		213		—
Wireless Telecommunication Services — 0.0%
Leap Wireless International, Inc. — CVR (a)		216		686
Total Rights — 0.0%				1,613
Total Long-Term Investments (Cost — $31,895,186) — 98.6%				36,224,332
Short-Term Securities
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.25% (c)(d)		698,289		698,289
SL Liquidity Series, LLC, Money Market Series, 0.65% (c)(d)(e)		182,707		182,744
Total Short-Term Securities (Cost — $881,009) — 2.4%				881,033
Total Investments (Cost — $32,776,195) — 101.0%				37,105,365
Liabilities in Excess of Other Assets — (1.0)%				(349,239	)
Net Assets — 100.0%			$	36,756,126

See Notes to Financial Statements.

14 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

      Notes to Schedule of Investments

(a) Non-income producing security.

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

(c) Current yield as of period end.

(d) During the six months ended November 30, 2016, 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 Held at May 31, 2016		Net Activity			Shares Held at November 30, 2016		Value at November 30, 2016		Income			Realized Gain
BlackRock Liquidity Funds, TempFund, Institutional Class		164,601		(164,601	)		—		—		$   548			—
BlackRock Liquidity Funds, T-Fund, Institutional Class		—		698,289			698,289		$698,289		433			—
SL Liquidity Series, LLC, Money Market Series		153,939		28,768			182,707		182,744		8,367	1		$6
Total									$881,033		$9,348			$6

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) Security was purchased with the cash collateral from loaned securities.

• For Fund compliance purposes, the Fund’s industry classifications refer to 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 adviser. 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

Futures Contracts
Contracts Long	Issue	Expiration	Notional Value		Unrealized Depreciation
4	Russell 2000 Mini Index	December 2016	$	528,920	$(800)

      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
Liabilities — Derivative Financial Instrument
Futures contracts	Net unrealized depreciation1	—		—		$(800)		—		—		—	$	(800	)

¹  Includes cumulative appreciation (depreciation) on 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, 2016, the effect of derivative financial instruments in the Statements of Operations was as follows:

Net Realized Gain from:	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Futures contracts		—		—		$121,509			—		—		—	$	121,509
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts		—		—		$   (6,004	)		—		—		—	$	(6,004	)

       Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts:
Average notional value of contract — long	$	450,280

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

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 15

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

      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 Investments:
Common Stocks1	$	36,222,719			—			—	$	36,222,719
Rights1		—			—		$	1,613		1,613
Short-Term Securities		698,289			—			—		698,289
Subtotal	$	36,921,008			—		$	1,613	$	36,922,621
Investments Valued at NAV2										182,744
Total Investments									$	37,105,365
Derivative Financial Instruments3
Liabilities:
Equity contracts	$	(800	)		—			—	$	(800	)
1     See above Schedule of Investments for values in each industry. 2     As of November 30, 2016, certain of the Fund’s investments were valued using NAV per share (or its equivalent) as no quoted market value is available and have been excluded from the fair value hierarchy. 3     Derivative financial instruments are futures contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.
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	$	21,060			—			—	$	21,060
Cash pledged for futures contracts		24,000			—			—		24,000
Liabilities:
Cash collateral on securities loaned at value		—		$	(182,715	)		—		(182,715	)
Total	$	45,060		$	(182,715	)		—	$	(137,655	)
During the six months ended November 30, 2016, there were no transfers between levels.

See Notes to Financial Statements.

16 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Statements of Assets and Liabilities

November 30, 2016 (Unaudited)	BlackRock Disciplined Small Cap Core Fund		BlackRock Small Cap Growth Fund II
Assets
Investments at value — unaffiliated (including securities loaned at value of $178,433) (cost — $31,895,186)	$	36,224,332		—
Investments at value — affiliated (cost — $881,009)		881,033		—
Investments at value — Master Portfolio (cost — $143,041,893)		—	$	162,364,058
Cash		21,060		—
Cash pledged for futures contracts		24,000		—
Receivables:
Investments sold — unaffiliated		449,752		—
Securities lending income — affiliated		1,587		—
Capital shares sold		53,336		202,618
Dividends — unaffiliated		32,498		—
From the Manager		38,636		—
Withdrawals from the Master Portfolio		—		485,714
Deferred offering costs		14,260		—
Prepaid expenses		18,544		45,540
Total assets		37,759,038		163,097,930
Liabilities
Cash collateral on securities loaned at value		182,715		—
Payables:
Investments purchased — unaffiliated		700,313		—
Administration fees		476		7,775
Capital shares redeemed		14,525		688,332
Officer’s and Trustees’/Directors’ fees		2,236		255
Other accrued expenses		44,289		34,597
Other affiliates		48		2,282
Professional fees		51,279		22,311
Service and distribution fees		1,120		45,199
Transfer agent fees		3,191		127,113
Variation margin on futures contracts		2,720		—
Total liabilities		1,002,912		927,864
Net Assets	$	36,756,126	$	162,170,066
Net Assets Consist of
Paid-in capital	$	32,003,468	$	147,606,139
Undistributed (accumulated) net investment income (loss)		83,213		(871,602	)
Undistributed net realized gain		341,075		—
Accumulated net realized loss allocated from the Master Portfolio		—		(3,886,636	)
Net unrealized appreciation (depreciation)		4,328,370		—
Net unrealized appreciation (depreciation) allocated from the Master Portfolio		—		19,322,165
Net Assets	$	36,756,126	$	162,170,066

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 17

Statements of Assets and Liabilities (concluded)

November 30, 2016 (Unaudited)	BlackRock Disciplined Small Cap Core Fund			BlackRock Small Cap Growth Fund II
Net Asset Value
Institutional
Net assets	$	31,771,509		$	51,419,004
Shares outstanding		2,574,100	1		3,853,516	2
Net asset value	$	12.34		$	13.34
Investor A
Net assets	$	4,189,569		$	59,806,503
Shares outstanding		340,688	1		4,763,358	2
Net asset value	$	12.30		$	12.56
Investor C
Net assets	$	545,130		$	30,865,916
Shares outstanding		45,039	1		3,091,807	2
Net asset value	$	12.10		$	9.98
Class K
Net assets	$	249,918			—
Shares outstanding		20,243	1		—
Net asset value	$	12.35			—
Class R
Net assets		—		$	20,078,643
Shares outstanding		—			1,757,694	2
Net asset value		—		$	11.42

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

²  100 million shares authorized, $0.0001 par value.

See Notes to Financial Statements.

18 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Statements of Operations

Six Months Ended November 30, 2016 (Unaudited)		BlackRock Disciplined Small Cap Core Fund			BlackRock Small Cap Growth Fund II
Investment Income
Dividends — unaffiliated	$	155,272			—
Securities lending — affiliated — net		8,367			—
Dividends — affiliated		981			—
Net investment income allocated from the Master Portfolio:
Dividends — unaffiliated		—		$	736,225
Securities lending — affiliated — net		—			85,919
Dividends — affiliated		—			1,965
Expenses		—			(664,632	)
Fees waived		—			131,355
Total investment income		164,620			290,832
Expenses
Investment advisory		53,085			—
Offering		39,354			—
Professional		31,411			28,113
Custodian		27,763			—
Registration		21,214			30,606
Printing		15,061			19,215
Service and distribution — class specific		6,514			280,954
Accounting services		5,115			—
Officer and Trustees/Directors		5,065			75
Administration		5,014			163,423
Transfer agent — class specific		4,885			251,253
Administration — class specific		2,327			—
Miscellaneous		13,563			6,573
Total expenses		230,371			780,212
Less:
Fees waived and/or reimbursed by the Manager		(140,770	)		—
Administration fees waived		(5,014	)		(105,276	)
Administration fees waived — class specific		(413	)		—
Transfer agent fees reimbursed — class specific		(2,289	)		—
Total expenses after fees waived and/or reimbursed		81,885			674,936
Net investment income (loss)		82,735			(384,104	)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments — unaffiliated		871,337			—
Investments — affiliated		6			—
Futures contracts		121,509			—
Investments and futures contracts allocated from the Master Portfolio		—			6,412,043
		992,852			6,412,043
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		3,437,660			—
Investments — affiliated		24			—
Futures contracts		(6,004	)		—
Investments and futures contracts allocated from the Master Portfolio		—			13,553,554
		3,431,680			13,553,554
Net realized and unrealized gain		4,424,532			19,965,597
Net Increase in Net Assets Resulting from Operations	$	4,507,267		$	19,581,493

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 19

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, 2016 (Unaudited)			Year Ended May 31, 2016			Six Months Ended November 30, 2016 (Unaudited)			Year Ended May 31, 2016
Operations
Net investment income (loss)	$	82,735		$	67,496		$	(384,104	)	$	(1,103,486	)
Net realized gain (loss)		992,852			(331,653	)		6,412,043			(876,361	)
Net change in unrealized appreciation (depreciation)		3,431,680			4,372			13,553,554			(23,980,229	)
Net increase (decrease) in net assets resulting from operations		4,507,267			(259,785	)		19,581,493			(25,960,076	)
Distributions to Shareholders1
From net investment income:
Institutional		(14,064	)		(52,090	)		—			—
Investor A		—			(22,127	)		—			—
Investor C		—			(435	)		—			—
Class K		(202	)		—			—			—
From net realized gain:
Institutional		—			(258,484	)		—			(6,065,296	)
Investor A		—			(143,693	)		—			(6,456,533	)
Investor C		—			(16,671	)		—			(3,904,273	)
Class R		—			—			—			(2,089,789	)
Decrease in net assets resulting from distributions to shareholders		(14,266	)		(493,500	)		—			(18,515,891	)
Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		18,132,946			5,712,972			(26,156,567	)		(5,832,236	)
Net Assets
Total increase (decrease) in net assets		22,625,947			4,959,687			(6,575,074	)		(50,308,203	)
Beginning of period		14,130,179			9,170,492			168,745,140			219,053,343
End of period	$	36,756,126		$	14,130,179		$	162,170,066		$	168,745,140
Undistributed (accumulated) net investment income (loss), end of period	$	83,213		$	14,744		$	(871,602	)	$	(487,498	)

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

See Notes to Financial Statements.

20 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Financial Highlights BlackRock Disciplined Small Cap Core Fund

	Institutional
	Six Months Ended November 30, 2016			Year Ended May 31,									Period March 14, 20131 to May 31, 2013
	(Unaudited)			2016			2015			2014
Per Share Operating Performance
Net asset value, beginning of period	$	10.59		$	11.74		$	11.80		$	10.37		$	10.00
Net investment income2		0.04			0.08			0.08			0.07			0.02
Net realized and unrealized gain (loss)		1.72			(0.64	)		1.02			2.06			0.35
Net increase (decrease) from investment operations		1.76			(0.56	)		1.10			2.13			0.37
Distributions:3
From net investment income		(0.01	)		(0.10	)		(0.04	)		(0.15	)		—
From net realized gain		—			(0.49	)		(1.12	)		(0.55	)		—
Total distributions		(0.01	)		(0.59	)		(1.16	)		(0.70	)		—
Net asset value, end of period	$	12.34		$	10.59		$	11.74		$	11.80		$	10.37
Total Return4
Based on net asset value		16.63	%5		(4.80	)%		10.24	%		20.85	%		3.70	%5
Ratios to Average Net Assets
Total expenses		1.85	%6		3.15	%		3.43	%		6.26	%		7.68	%6,7
Total expenses after fees waived and/or reimbursed		0.63	%6		0.69	%		0.70	%		0.71	%8		0.70	%6
Net investment income		0.76	%6		0.80	%		0.66	%		0.61	%		0.93	%6
Supplemental Data
Net assets, end of period (000)	$	31,772		$	10,302		$	6,122		$	6,095		$	5,181
Portfolio turnover rate		66	%		171	%		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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 21

Financial Highlights (continued) BlackRock Disciplined Small Cap Core Fund

	Investor A
	Six Months Ended November 30, 2016			Year Ended May 31,									Period March 14, 20131
	(Unaudited)			2016			2015			2014			to May 31, 2013
Per Share Operating Performance
Net asset value, beginning of period	$	10.56		$	11.71		$	11.78		$	10.37		$	10.00
Net investment income (loss)2		0.03			0.06			0.05			(0.01	)		0.01
Net realized and unrealized gain (loss)		1.71			(0.65	)		1.01			2.10			0.36
Net increase (decrease) from investment operations		1.74			(0.59	)		1.06			2.09			0.37
Distributions:3
From net investment income		—			(0.07	)		(0.02	)		(0.13	)		—
From net realized gain		—			(0.49	)		(1.11	)		(0.55	)		—
Total distributions		—			(0.56	)		(1.13	)		(0.68	)		—
Net asset value, end of period	$	12.30		$	10.56		$	11.71		$	11.78		$	10.37
Total Return4
Based on net asset value		16.48	%5		(5.02	)%		9.96	%		20.49	%		3.70	%5
Ratios to Average Net Assets
Total expenses		2.40	%6		3.60	%		3.70	%		8.25	%		8.16	%6,7
Total expenses after fees waived and/or reimbursed		0.95	%6		0.95	%		0.95	%		0.95	%		0.95	%6
Net investment income (loss)		0.49	%6		0.58	%		0.43	%		(0.11	)%		0.67	%6
Supplemental Data
Net assets, end of period (000)	$	4,190		$	3,191		$	2,736		$	899		$	21
Portfolio turnover rate		66	%		171	%		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%.

See Notes to Financial Statements.

22 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Financial Highlights (continued) BlackRock Disciplined Small Cap Core Fund

	Investor C
	Six Months Ended November 30, 2016			Year Ended May 31,									Period March 14, 20131
	(Unaudited)			2016			2015			2014			to May 31, 2013
Per Share Operating Performance
Net asset value, beginning of period	$	10.44		$	11.60		$	11.71		$	10.35		$	10.00
Net investment loss2		(0.01	)		(0.02	)		(0.04	)		(0.06	)		(0.00	)3
Net realized and unrealized gain (loss)		1.67			(0.64	)		1.02			2.05			0.35
Net increase (decrease) from investment operations		1.66			(0.66	)		0.98			1.99			0.35
Distributions:4
From net investment income		—			(0.01	)		—			(0.08	)		—
From net realized gain		—			(0.49	)		(1.09	)		(0.55	)		—
Total distributions		—			(0.50	)		(1.09	)		(0.63	)		—
Net asset value, end of period	$	12.10		$	10.44		$	11.60		$	11.71		$	10.35
Total Return5
Based on net asset value		15.90	%6		(5.71	)%		9.22	%		19.53	%		3.50	%6
Ratios to Average Net Assets
Total expenses		3.17	%7		4.41	%		4.56	%		7.86	%		8.91	%7,8
Total expenses after fees waived and/or reimbursed		1.70	%7		1.70	%		1.70	%		1.71	%9		1.70	%7
Net investment loss		(0.25	)%7		(0.19	)%		(0.36	)%		(0.53	)%		(0.08	)%7
Supplemental Data
Net assets, end of period (000)	$	545		$	423		$	313		$	101		$	21
Portfolio turnover rate		66	%		171	%		148	%		145	%		67	%

¹ Commencement of operations.

² Based on average shares outstanding.

³ Amount is greater than $(0.005) per share.

⁴ Distributions for annual periods determined in accordance with federal income tax regulations.

⁵ Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁶ Aggregate total return.

⁷ Annualized.

⁸ 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%.

⁹ 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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 23

Financial Highlights (concluded) BlackRock Disciplined Small Cap Core Fund

	Class K
	Six Months Ended November 30, 2016			Period March 28, 20161
	(Unaudited)			to May 31, 2016
Per Share Operating Performance
Net asset value, beginning of period	$	10.60		$	9.88
Net investment income2		0.05			0.02
Net realized and unrealized gain		1.71			0.70
Net increase from investment operations		1.76			0.72
Distributions from:3
Net investment income		(0.01	)		—
Net realized gain		—			—
Total distributions		(0.01	)		—
Net asset value, end of period	$	12.35		$	10.60
Total Return4
Based on net asset value		16.62	%5		7.29	%5
Ratios to Average Net Assets
Total expenses		1.95	%6		3.59	%6
Total expenses after fees waived and/or reimbursed		0.60	%6		0.60	%6
Net investment income		0.83	%6		0.83	%6
Supplemental Data
Net assets, end of period (000)	$	250		$	214
Portfolio turnover rate		66	%		171	%7

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 Portfolio turnover is representative of the Fund for the entire year.

See Notes to Financial Statements.

24 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Financial Highlights BlackRock Small Cap Growth Fund II

	Institutional
	Six Months Ended November 30, 2016			Year Ended May 31,
	(Unaudited)			2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of period	$	11.82		$	14.62		$	14.63		$	15.20		$	13.22		$	15.67
Net investment loss1		(0.01	)		(0.03	)		(0.04	)		(0.06	)		(0.01	)		(0.12	)
Net realized and unrealized gain (loss)		1.53			(1.56	)		1.79			3.00			3.72			(2.03	)
Net increase (decrease) from investment operations		1.52			(1.59	)		1.75			2.94			3.71			(2.15	)
Distributions from net realized gain2		—			(1.21	)		(1.76	)		(3.51	)		(1.73	)		(0.30	)
Net asset value, end of period	$	13.34		$	11.82		$	14.62		$	14.63		$	15.20		$	13.22
Total Return3
Based on net asset value		12.86	%4		(11.66	)%		13.44	%		21.70	%		30.95	%		(13.97	)%
Ratios to Average Net Assets5
Total expenses6		1.26	%7		1.23	%		1.14	%		1.14	%		1.26	%		1.29	%
Total expenses after fees waived6		1.14	%7		1.23	%		1.14	%		1.14	%		1.26	%		1.29	%
Net investment loss6		(0.12	)%7		(0.23	)%		(0.28	)%		(0.41	)%		(0.04	)%		(0.84	)%
Supplemental Data
Net assets, end of period (000)	$	51,419		$	58,948		$	73,608		$	74,962		$	65,186		$	58,673
Portfolio turnover rate of the Master Portfolio		55	%		115	%		140	%		152	%		165	%		143	%

¹  Based on average shares outstanding.

² Distributions for annual periods determined in accordance with federal income tax regulations.

³ Where applicable, assumes the reinvestment of distributions.

⁴ Aggregate total return.

⁵ Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁶ Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

				Year Ended May 31,
	Six Months Ended November 30, 2016 (Unaudited)
					2016			2015			2014			2013			2012
Master Portfolio fees waived		0.16	%			0.16	%		0.16	%		0.16	%		0.01	%		—	†

^† Less than 0.01%

⁷ Annualized.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 25

Financial Highlights (continued) BlackRock Small Cap Growth Fund II

	Investor A
	Six Months Ended November 30, 2016			Year Ended May 31,
	(Unaudited)			2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of period	$	11.13		$	13.83		$	13.93		$	14.63		$	12.81		$	15.22
Net investment loss1		(0.02	)		(0.06	)		(0.07	)		(0.13	)		(0.05	)		(0.14	)
Net realized and unrealized gain (loss)		1.45			(1.48	)		1.70			2.88			3.57			(1.97	)
Net increase (decrease) from investment operations		1.43			(1.54	)		1.63			2.75			3.52			(2.11	)
Distributions from net realized gain2		—			(1.16	)		(1.73	)		(3.45	)		(1.70	)		(0.30	)
Net asset value, end of period	$	12.56		$	11.13		$	13.83		$	13.93		$	14.63		$	12.81
Total Return3
Based on net asset value		12.85	%4		(11.91	)%		13.24	%		21.08	%		30.45	%		(14.12	)%
Ratios to Average Net Assets5
Total expenses6		1.48	%7		1.46	%		1.36	%		1.62	%		1.62	%		1.57	%
Total expenses after fees waived6		1.35	%7		1.46	%		1.36	%		1.62	%		1.62	%		1.57	%
Net investment loss6		(0.34	)%7		(0.47	)%		(0.49	)%		(0.88	)%		(0.34	)%		(1.11	)%
Supplemental Data
Net assets, end of period (000)	$	59,807		$	58,236		$	76,423		$	80,144		$	73,799		$	75,467
Portfolio turnover rate of the Master Portfolio		55	%		115	%		140	%		152	%		165	%		143	%

¹  Based on average shares outstanding.

²  Distributions for annual periods determined in accordance with federal income tax regulations.

³  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁴  Aggregate total return.

⁵  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁶  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

				Year Ended May 31,
	Six Months Ended November 30, 2016 (Unaudited)
					2016			2015			2014			2013			2012
Master Portfolio fees waived		0.16	%			0.16	%		0.16	%		0.16	%		0.02	%		—	†

^† Less than 0.01%

⁷  Annualized.

See Notes to Financial Statements.

26 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Financial Highlights (continued) BlackRock Small Cap Growth Fund II

	Investor C
	Six Months Ended November 30, 2016			Year Ended May 31,
	(Unaudited)			2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of period	$	8.89		$	11.23		$	11.71		$	12.79		$	11.44		$	13.76
Net investment loss1		(0.06	)		(0.13	)		(0.15	)		(0.19	)		(0.15	)		(0.25	)
Net realized and unrealized gain (loss)		1.15			(1.19	)		1.38			2.47			3.15			(1.77	)
Net increase (decrease) from investment operations		1.09			(1.32	)		1.23			2.28			3.00			(2.02	)
Distributions from net realized gain2		—			(1.02	)		(1.71	)		(3.36	)		(1.65	)		(0.30	)
Net asset value, end of period	$	9.98		$	8.89		$	11.23		$	11.71		$	12.79		$	11.44
Total Return3
Based on net asset value		12.26	%4		(12.66	)%		12.24	%		20.24	%		29.31	%		(14.98	)%
Ratios to Average Net Assets5
Total expenses6		2.35	%7		2.34	%		2.29	%		2.30	%		2.52	%		2.52	%
Total expenses after fees waived6		2.22	%7		2.34	%		2.29	%		2.30	%		2.52	%		2.52	%
Net investment loss6		(1.21	)%7		(1.35	)%		(1.42	)%		(1.55	)%		(1.29	)%		(2.10	)%
Supplemental Data
Net assets, end of period (000)	$	30,866		$	32,252		$	44,179		$	45,686		$	43,649		$	40,529
Portfolio turnover rate of the Master Portfolio		55	%		115	%		140	%		152	%		165	%		143	%

¹  Based on average shares outstanding.

²  Distributions for annual periods determined in accordance with federal income tax regulations.

³  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁴  Aggregate total return.

⁵  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁶  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

				Year Ended May 31,
	Six Months Ended November 30, 2016 (Unaudited)
					2016			2015			2014			2013			2012
Master Portfolio fees waived		0.16	%			0.16	%		0.16	%		0.16	%		0.02	%		—	†

^† Less than 0.01%

⁷  Annualized.

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 27

Financial Highlights (concluded) BlackRock Small Cap Growth Fund II

	Class R
	Six Months Ended November 30, 2016			Year Ended May 31,
	(Unaudited)			2016			2015			2014			2013			2012
Per Share Operating Performance
Net asset value, beginning of period	$	10.14		$	12.67		$	12.95		$	13.80		$	12.19		$	14.55
Net investment loss1		(0.03	)		(0.08	)		(0.10	)		(0.12	)		(0.08	)		(0.19	)
Net realized and unrealized gain (loss)		1.31			(1.35	)		1.55			2.70			3.38			(1.87	)
Net increase (decrease) from investment operations		1.28			(1.43	)		1.45			2.58			3.30			(2.06	)
Distributions from net realized gain2		—			(1.10	)		(1.73	)		(3.43	)		(1.69	)		(0.30	)
Net asset value, end of period	$	11.42		$	10.14		$	12.67		$	12.95		$	13.80		$	12.19
Total Return3
Based on net asset value		12.62	%4		(12.13	)%		12.84	%		21.07	%		30.05	%		(14.43	)%
Ratios to Average Net Assets5
Total expenses6		1.73	%7		1.72	%		1.73	%		1.67	%		1.89	%		1.91	%
Total expenses after fees waived6		1.60	%7		1.72	%		1.73	%		1.67	%		1.89	%		1.91	%
Net investment loss6		(0.59	)%7		(0.72	)%		(0.86	)%		(0.92	)%		(0.60	)%		(1.49	)%
Supplemental Data
Net assets, end of period (000)	$	20,079		$	19,308		$	24,581		$	29,585		$	30,932		$	37,237
Portfolio turnover rate of the Master Portfolio		55	%		115	%		140	%		152	%		165	%		143	%

¹  Based on average shares outstanding.

²  Distributions for annual periods determined in accordance with federal income tax regulations.

³  Where applicable, assumes the reinvestment of distributions.

⁴  Aggregate total return.

⁵  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

⁶  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

				Year Ended May 31,
	Six Months Ended November 30, 2016 (Unaudited)				2016			2015			2014			2013			2012
Master Portfolio fees waived		0.16	%			0.16	%		0.16	%		0.16	%		0.01	%		—	†

^†  Less than 0.01%

⁷  Annualized.

See Notes to Financial Statements.

28 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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, 2016, 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 and Class K Shares are sold only to certain eligible investors. Class R Shares are available only to certain employer-sponsored retirement plans. Investor A and Investor C Shares are generally available through financial intermediaries. 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, Class K 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 contingent deferred sales charge (“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 net asset value (“NAV”).

The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (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., 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 for on a trade date basis. Small Cap Growth Fund II records its proportionate share of the Master Portfolio’s income, expenses and realized and unrealized gains and losses on a daily basis. 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, 2016 29

Notes to Financial Statements (continued)

Offering Costs: Offering costs are amortized over a 12-month period beginning with the commencement of operations.

Recent Accounting Standard: In April 2015, the Financial Accounting Standards Board issued “Disclosures for Investments in Certain Entities that Calculate NAV per Share” which eliminates the requirement to categorize investments within the fair value hierarchy when fair value is based on the NAV per share and no quoted market value is available. As of November 30, 2016, certain investments of Disciplined Small Cap Core Fund were valued using NAV per share or its equivalent as no quoted market value was available and have been excluded from the fair value hierarchy.

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 credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. Disciplined Small Cap Core Fund may incur charges on certain uninvested cash balances and overdrafts, subject to certain conditions.

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 various 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 oversee the pricing function for all financial instruments.

Small Cap Growth Fund II’s policy is to 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 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 closing 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 U.S. mutual funds are valued at NAV each business day.

• Disciplined Small Cap Core Fund values its investment in SL 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 may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

• 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 investments, 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 and consistent with the principles of fair value measurement.

30 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Notes to Financial Statements (continued)

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 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. As a result of the inherent uncertainty in valuation of these investments, the fair values may differ from the values that would have been used had an active market existed.

For investments in equity or debt issued by privately-held companies or funds (“Private Company” or collectively, the “Private Companies”), and other Fair Valued Investments, the fair valuation methodologies that are used by third party pricing services include the market approach, income approach and the cost approach, using one or a combination of, but not limited to, the following inputs.

	Standard Inputs Generally Considered By Third Party Pricing Services
Market approach	(i	)	recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers;
	(ii	)	recapitalizations and other transactions across the capital structure; and
	(iii	)	market multiples of comparable issuers.
Income approach	(i	)	future cash flows discounted to present and adjusted as appropriate for liquidity, credit and/or market risks;
	(ii	)	quoted prices for similar investments or assets in active markets; and
	(iii	)	other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.
Cost approach	(i	)	audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company;
	(ii	)	changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company;
	(iii	)	relevant news and other public sources; and
	(iv	)	known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

Investments in series of preferred stock issued by Private Companies are typically valued utilizing market approach in determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Techniques such as an option pricing model (“OPM”), a probability weighted expected return model (“PWERM”) or a hybrid of those techniques are used in allocating enterprise value of the company, as deemed appropriate under the circumstances. The use of OPM and PWERM techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.

The Private Companies are not subject to the public company disclosure, timing, and reporting standards as other investments held by Disciplined Small Cap Core Fund. Typically, the most recently available information by a private company is as of a date that is earlier than the date Disciplined Small Cap Core Fund is calculating its NAV. This factor may result in a difference between the value of the investment and the price Disciplined Small Cap Core Fund could receive upon the sale of the investment.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation methodologies 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)

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 31

Notes to Financial Statements (continued)

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. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies. There may not be a secondary market, and/or there are a limited number of investors. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Global Valuation Committee in the absence of market information.

Changes in valuation methodologies 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.

As of November 30, 2016, certain of Disciplined Small Cap Core Fund’s investments were valued using NAV per share (or its equivalent) as no quoted market value is available and have been excluded from the fair value hierarchy.

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, but does not receive interest income on securities received as collateral. 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 any securities on loan, all of which were classified as common stocks in Disciplined Small Cap Core Fund’s Schedule of Investments, and the value of any 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 and/or U.S. Government obligations. 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 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 in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

32 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Notes to Financial Statements (continued)

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.		$    8,901		$    (8,901)	—
Citigroup Global Markets, Inc.		11,731		(11,731)	—
Deutsche Bank Securities, Inc.		52,775		(52,775)	—
JP Morgan Securities LLC		70,238		(70,238)	—
Morgan Stanley & Co. LLC		11,424		(11,424)	—
SG Americas Securities LLC		23,364		(23,364)	—
Total		$178,433		$(178,433)	—

¹ Cash collateral with a value of $182,715 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 its exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange.

Futures Contracts: Disciplined Small Cap Core Fund invests in long and/or short positions in futures and options on futures contracts to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk), changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

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 on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a 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 in the Schedule of Investments and cash deposited, if any, is shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. 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 market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or 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.

Investment Advisory and Administration: 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 adviser, 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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 33

Notes to Financial Statements (continued)

For such services, Disciplined Small Cap Core Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of Disciplined Small Cap Core Fund’s net assets:

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 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 net assets of Small Cap Growth Fund II. Small Cap Growth Fund II does not pay an investment advisory fee or investment management fee.

Service and Distribution Fees: The Corporation and the Trust, on behalf of the Funds, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager/Administrator. Pursuant to the Distribution and Service Plan 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 C		Class R
Service Fee		0.25%		0.25%		0.25%
Distribution Fee		—		0.75%		0.25%

BRIL and broker-dealers, pursuant to sub-agreements with 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, 2016, the following table shows the class specific service and distribution fees borne directly by each share class of each Fund:

	Investor A		Investor C		Class R		Total
Disciplined Small Cap Core Fund		$  4,331		$    2,183		—	$	6,514
Small Cap Growth Fund II		$73,053		$158,972	$	48,929	$	280,954

Administration: The Trust, on behalf of Disciplined Small Cap Core Fund, entered into an Administration Agreement with the Manager, an indirect, wholly-owned subsidiary of BlackRock, 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, 2016, 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	Class K	Total
$            1,914	$          346	$            44	$        23	$2,327

34 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Notes to Financial Statements (continued)

Transfer Agent: 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, that is responsible for providing certain shareholder services to the Funds. Shareholder services include responding to inquiries and processing subscriptions and redemptions based upon instructions from shareholders. For the six months ended November 30, 2016, 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 C	Class R		Total
Disciplined Small Cap Core Fund	$  37	$181	$  71		—		$   289
Small Cap Growth Fund II	$145	$621	$326		$102		$1,194

For the six months ended November 30, 2016, the following table shows the class specific transfer agent fees borne directly by each class of each Fund:

	Institutional		Investor A		Investor C		Class K	Class R		Total
Disciplined Small Cap Core Fund		$     640		$  3,741		$     496	$ 8		—		$    4,885
Small Cap Growth Fund II		$82,550		$80,256		$61,361	—		$27,086		$251,253

Other Fees: For the six months ended November 30, 2016, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of Disciplined Small Cap Core Fund’s Investor A Shares of $228 and Small Cap Growth Fund II’s Investor A Shares of $574.

For the six months ended November 30, 2016, affiliates received CDSCs in the amount of $338 for Disciplined Small Cap Core Fund’s Investor C Shares and $57 and $1,549 for Small Cap Growth Fund II’s Investor A Shares and Investor C Shares, respectively.

Expense Limitations, Waivers, Reimbursements and Recoupments: With respect to Disciplined Small Cap Core Fund, the Manager 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:

Institutional	Investor A	Investor C	Class K
0.70%	0.95%	1.70%	0.60%

The Manager has agreed not to reduce or discontinue this contractual expense limitations prior to October 1, 2017, unless approved by the Board, including a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of Disciplined Small Cap Core Fund.

With respect to Disciplined Small Cap Core Fund, the Manager 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. For the six months ended November 30, 2016, the amount waived was $208.

Effective September 1, 2016, the Manager voluntarily agreed to waive its advisory fee with respect to any portion of Disciplined Small Cap Core Fund’s assets invested in affiliated equity or fixed-income mutual funds or affiliated exchange-traded funds. Prior to September 1, 2016, the Manager did not waive such fees. On September 28, 2016, this waiver became contractual through September 30, 2017. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Trust or by a vote of a majority of the outstanding voting securities of Disciplined Small Cap Core Fund.

Effective June 15, 2016, the Administrator of Small Cap Growth Fund II contractually agreed to waive a portion of its administration fee equal to the annual rate of 0.14% of Small Cap Growth Fund’s average daily net assets through September 30, 2017. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested directors of the Corporation or by a vote of a majority of the outstanding voting securities of Small Cap Growth Fund II. The amount waived is shown as administration fees waived in the Statements of Operations.

These amounts waived and/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, 2016, the amount included in fees waived and/or reimbursed by the Manager was $140,562 for Disciplined Small Cap Core Fund.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 35

Notes to Financial Statements (continued)

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

	Investor A		Investor C		Class K		Total
Administration Fees Waived		$   346		$  44		$23		$   413
Transfer Agent Fees Reimbursed		$2,007		$274		$  8		$2,289

With respect to the contractual expense caps, 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 the following expenses:

(a) The amount of fees waived and/or expenses reimbursed during those prior two fiscal years under the agreement.

(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:

•  Disciplined Small Cap Core Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year.

•  The Manager or an affiliate continues to serve as Disciplined Small Cap Core Fund’s investment adviser 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 and/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, 2016, the 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,
	2017		2018		2019
Fund Level	$	203,594	$	236,691	$	145,576
Institutional	$	1,660	$	1,345		—
Investor A	$	2,999	$	7,417	$	2,353
Investor C	$	470	$	1,035	$	318
Class K		—	$	7	$	31

Securities Lending: 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 adviser 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, 2016, Disciplined Small Cap Core Fund paid BIM $2,092 for securities lending agent services.

Officers and Trustees/Directors: Certain officers and/or trustees/directors of the Trust/Corporation are officers and/or trustees/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.

36 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Notes to Financial Statements (continued)

7. Purchases and Sales:

For the six months ended November 30, 2016, purchases and sales of investments, excluding short-term securities, were $32,841,865 and $14,924,500, 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, 2016. The statutes of limitations on Disciplined Small Cap Core Fund’s U.S. federal, state and local tax returns remain open for the three years ended May 31, 2016 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, 2016, 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 November 30, 2016, gross unrealized appreciation and depreciation based on cost for federal income tax purposes for Disciplined Small Cap Core Fund were as follows:

Tax cost	$	32,890,502
Gross unrealized appreciation	$	4,676,145
Gross unrealized depreciation		(461,282	)
Net unrealized appreciation	$	4,214,863

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 this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual 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 0.12% 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 2017 unless extended or renewed. Prior to April 21, 2016, the credit agreement had a fee per annum of 0.06% 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. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statements of Operations. These 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, 2016, 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 and/or social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.

On October 11, 2016, BlackRock implemented certain changes required by amendments to Rule 2a-7 under the 1940 Act, which governs the operations of U.S. money market funds. Disciplined Small Cap Core Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00 and which may be subject to redemption gates or liquidity fees under certain circumstances.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. Disciplined Small Cap Core Fund may invest in illiquid investments and may experience difficulty in selling those investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 37

Notes to Financial Statements (continued)

periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause Disciplined Small Cap Core Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of Disciplined Small Cap Core Fund may lose value, regardless of the individual results of the securities and other instruments in which Disciplined Small Cap Core Fund invests.

The price Disciplined Small Cap Core Fund could receive upon the sale of any particular portfolio investment may differ from Disciplined Small Cap Core Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore Disciplined Small Cap Core Fund’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by Disciplined Small Cap Core Fund, and Disciplined Small Cap Core Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Disciplined Small Cap Core Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third party service providers.

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 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.

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.

38 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Notes to Financial Statements (continued)

11. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

	Six Months Ended November 30, 2016						Year Ended May 31, 2016
Disciplined Small Cap Core Fund	Shares			Amount			Shares			Amount
Institutional
Shares sold		1,671,521		$	18,408,337			449,991		$	4,546,708
Shares issued in reinvestment of distributions		834			9,261			1,759			18,713
Shares redeemed		(70,803	)		(800,441	)		(749	)		(7,861	)
Net increase		1,601,552		$	17,617,157			451,001		$	4,557,560
Investor A
Shares sold		65,944		$	764,469			179,397		$	1,863,594
Shares issued in reinvestment of distributions		—			—			15,507			164,691
Shares redeemed		(27,317	)		(307,056	)		(126,477	)		(1,219,888	)
Net increase		38,627		$	457,413			68,427		$	808,397
Investor C
Shares sold		21,233		$	244,465			14,824		$	160,501
Shares issued in reinvestment of distributions		—			—			1,530			16,104
Shares redeemed		(16,693	)		(186,089	)		(2,825	)		(29,590	)
Net increase		4,540		$	58,376			13,529		$	147,015
							Period March 28, 20161 to May 31, 2016
Class K
Shares sold		—			—			20,243		$	200,000
Shares redeemed		—			—			—			—
Net increase		—			—			20,243		$	200,000
Total Net Increase		1,644,719		$	18,132,946			553,200		$	5,712,972

¹  Commencement of operations.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 39

Notes to Financial Statements (concluded)

		Six Months Ended November 30, 2016						Year Ended May 31, 2016
Small Cap Growth Fund II		Shares			Amount			Shares			Amount
Institutional
Shares sold			333,767			$    4,112,246			1,420,622			$17,733,067
Shares issued in reinvestment of distributions			—			—			402,378			5,371,450
Shares redeemed			(1,468,244	)		(18,236,746	)		(1,868,344	)		(23,256,927	)
Net decrease			(1,134,477	)		$(14,124,500)			(45,344	)		$   (152,410)
Investor A
Shares received from conversion1			—			—			10,222			$       146,887
Shares sold and automatic conversion of shares			347,239			$  4,102,902			1,106,703			13,319,117
Shares issued in reinvestment of distributions			—			—			492,795			6,190,518
Shares redeemed			(815,180	)		(9,510,319	)		(1,903,584	)		(22,168,524	)
Net decrease			(467,941	)		$(5,407,417)			(293,864	)		$  (2,512,002)
Investor B
Shares sold			—			—			476			$       5,459
Shares converted1			—			—			(12,512	)		(146,887	)
Shares redeemed and automatic conversion of shares			—			—			(11,105	)		(129,938	)
Net increase (decrease)			—			—			(23,141	)		$(271,366)
Investor C
Shares sold	��		121,111			$  1,130,905			421,544			$    3,924,237
Shares issued in reinvestment of distributions			—			—			350,338			3,545,995
Shares redeemed			(657,100	)		(6,163,969	)		(1,077,568	)		(10,066,102	)
Net decrease			(535,989	)		$(5,033,064)			(305,686	)		$  (2,595,870)
Class R
Shares sold			213,679			$    2,271,232			574,655			$  6,181,331
Shares issued in reinvestment of distributions			—			—			182,433			2,089,635
Shares redeemed			(360,315	)		(3,862,818	)		(793,333	)		(8,571,554	)
Net decrease			(146,636	)		$  (1,591,586)			(36,245	)		$   (300,588)
Total Net Decrease			(2,285,043	)		$(26,156,567)			(704,280	)		$(5,832,236)

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

At November 30, 2016, 496,000 Institutional Shares, 2,000 Investor A Shares, 2,000 Investor C Shares and 20,243 Class K 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.

40 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Master Portfolio Information BlackRock Master Small Cap Growth Portfolio

      As of Period End

Ten Largest Holdings	Percent of Net Assets
Masimo Corp.		2	%
PS Business Parks, Inc.		2
SYNNEX Corp.		2
Universal Forest Products, Inc.		2
Prestige Brands Holdings, Inc.		2
PolyOne Corp.		2
Cantel Medical Corp.		2
Proofpoint, Inc.		2
Tenneco, Inc.		1
Apogee Enterprises, Inc.		1

Sector Allocation	Percent of Net Assets
Information Technology		25	%
Health Care		21
Industrials		18
Consumer Discretionary		15
Real Estate		6
Financials		5
Materials		5
Consumer Staples		2
Energy		1
Utilities		1
Short-Term Securities		2
Liabilities in Excess of Other Assets		(1	)

For Master Portfolio compliance purposes, the Master Portfolio’s sector classifications refer to 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 adviser. 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, 2016 41

Schedule of Investments November 30, 2016 (Unaudited)	BlackRock Master Small Cap Growth Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Aerospace & Defense — 1.3%
DigitalGlobe, Inc. (a)		15,796	$	507,841
Engility Holdings, Inc. (a)		13,086		474,367
HEICO Corp., Class A		9,627		646,934
Taser International, Inc. (a)		5,248		142,903
Vectrus, Inc. (a)		17,101		395,033
				2,167,078
Air Freight & Logistics — 1.0%
Hub Group, Inc., Class A (a)		36,615		1,568,953
Airlines — 0.4%
Hawaiian Holdings, Inc. (a)		10,923		560,896
Auto Components — 2.5%
American Axle & Manufacturing Holdings, Inc. (a)		18,911		296,146
Cooper-Standard Holding, Inc. (a)		8,368		797,638
Horizon Global Corp. (a)		9,898		227,753
Lear Corp.		643		83,275
Tenneco, Inc. (a)		36,580		2,156,391
Tower International, Inc.		21,313		558,401
				4,119,604
Banks — 2.8%
Bank of the Ozarks, Inc.		8,911		432,362
Central Pacific Financial Corp.		46,769		1,382,024
Fidelity Southern Corp.		15,100		336,730
Home BancShares, Inc.		15,442		399,485
South State Corp.		2,115		179,669
Wintrust Financial Corp.		28,234		1,858,927
				4,589,197
Beverages — 0.4%
Primo Water Corp. (a)		49,530		636,956
Biotechnology — 7.8%
Acceleron Pharma, Inc. (a)		1,662		55,993
Achillion Pharmaceuticals, Inc. (a)		54,788		226,822
Acorda Therapeutics, Inc. (a)		7,530		156,624
Aduro Biotech, Inc. (a)		9,023		102,862
Alder Biopharmaceuticals, Inc. (a)		15,444		363,706
Amicus Therapeutics, Inc. (a)		10,450		62,491
Applied Genetic Technologies Corp. (a)		17,279		158,967
Aptevo Therapeutics, Inc. (a)		5,686		10,803
Ardelyx, Inc. (a)		11,104		164,339
Arena Pharmaceuticals, Inc. (a)		12,452		18,055
ARIAD Pharmaceuticals, Inc. (a)		19,874		267,902
aTyr Pharma, Inc. (a)		38,878		120,522
BioSpecifics Technologies Corp. (a)		4,204		207,509
Bluebird Bio, Inc. (a)		4,319		260,652
ChemoCentryx, Inc. (a)		25,410		199,214
Clovis Oncology, Inc. (a)		3,687		126,353
Coherus Biosciences, Inc. (a)		9,351		251,542
Concert Pharmaceuticals, Inc. (a)		10,225		92,434
Corvus Pharmaceuticals, Inc. (a)		6,197		95,620
Cytokinetics, Inc. (a)		19,856		238,272
Editas Medicine, Inc. (a)		1,007		14,370
Emergent BioSolutions, Inc. (a)		1,376		36,822
Enanta Pharmaceuticals, Inc. (a)		5,022		157,892
Enzon Pharmaceuticals, Inc.		106,092		50,914
EPIRUS Biopharmaceuticals, Inc. (a)		12,121		242

Common Stocks	Shares		Value
Biotechnology (continued)
Exact Sciences Corp. (a)		25,553	$	377,418
Exelixis, Inc. (a)		35,781		605,415
FibroGen, Inc. (a)		16,779		371,655
Five Prime Therapeutics, Inc. (a)		3,948		227,089
Genomic Health, Inc. (a)		8,408		255,855
Global Blood Therapeutics, Inc. (a)		2,307		44,179
Halozyme Therapeutics, Inc. (a)		32,266		381,061
Ignyta, Inc. (a)		15,293		95,581
Immune Design Corp. (a)		10,534		77,425
ImmunoGen, Inc. (a)(b)		8,129		14,470
Infinity Pharmaceuticals, Inc. (a)		8,849		10,265
Insmed, Inc. (a)		1,383		18,878
Insys Therapeutics, Inc. (a)(b)		13,650		160,933
Ironwood Pharmaceuticals, Inc. (a)		33,967		530,055
Kindred Biosciences, Inc. (a)		16,684		70,907
Kite Pharma, Inc. (a)(b)		4,356		221,851
Lexicon Pharmaceuticals, Inc. (a)		17,463		265,961
Ligand Pharmaceuticals, Inc. (a)		2,102		219,449
MacroGenics, Inc. (a)		716		18,566
Merrimack Pharmaceuticals, Inc. (a)(b)		37,521		206,741
MiMedx Group, Inc. (a)		3,453		32,734
Myriad Genetics, Inc. (a)		11,210		187,095
Natera, Inc. (a)		6,825		81,900
NewLink Genetics Corp. (a)		5,913		65,516
Novavax, Inc. (a)(b)		32,050		38,781
OncoMed Pharmaceuticals, Inc. (a)		1,623		13,779
Ophthotech Corp. (a)		10,286		315,266
Peregrine Pharmaceuticals, Inc. (a)		95,353		28,749
Pfenex, Inc. (a)		8,818		81,743
Portola Pharmaceuticals, Inc. (a)		14,382		258,732
Progenics Pharmaceuticals, Inc. (a)		2,379		21,292
Prothena Corp. PLC (a)		3,894		229,824
PTC Therapeutics, Inc. (a)		8,659		96,461
Puma Biotechnology, Inc. (a)		8,772		377,635
Ra Pharmaceuticals, Inc. (a)		5,772		75,555
Radius Health, Inc. (a)		3,021		160,778
Repligen Corp. (a)		10,932		352,010
Retrophin, Inc. (a)		7,398		151,437
Rigel Pharmaceuticals, Inc. (a)		54,807		142,498
Sage Therapeutics, Inc. (a)		2,779		139,256
Sangamo BioSciences, Inc. (a)		29,062		92,998
Sarepta Therapeutics, Inc. (a)		10,211		349,829
Seres Therapeutics, Inc. (a)		1,598		15,964
Spark Therapeutics, Inc. (a)		963		52,975
Spectrum Pharmaceuticals, Inc. (a)		27,302		106,751
Strongbridge Biopharma PLC (a)		6,829		25,950
Synergy Pharmaceuticals, Inc. (a)		6,883		36,205
TESARO, Inc. (a)		3,815		517,657
Threshold Pharmaceuticals, Inc. (a)		31,172		15,040
Trevena, Inc. (a)		5,843		32,020
Ultragenyx Pharmaceutical, Inc. (a)		4,784		374,539
United Therapeutics Corp. (a)		755		94,836
Vanda Pharmaceuticals, Inc. (a)		14,551		239,364
vTv Therapeutics, Inc., Class A (a)		9,148		47,753
Xencor, Inc. (a)		405		10,352
ZIOPHARM Oncology, Inc. (a)(b)		20,562		133,242
				12,611,192

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

See Notes to Financial Statements.

42 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

Common Stocks	Shares		Value
Building Products — 3.8%
Apogee Enterprises, Inc.		41,559	$	1,982,364
Continental Building Products, Inc. (a)		37,254		834,490
Masonite International Corp. (a)		2,352		152,410
NCI Building Systems, Inc. (a)		22,033		367,951
Ply Gem Holdings, Inc. (a)		1,983		30,241
Trex Co., Inc. (a)		895		58,882
Universal Forest Products, Inc.		26,981		2,680,293
				6,106,631
Capital Markets — 0.6%
Evercore Partners, Inc., Class A		13,182		888,467
Houlihan Lokey, Inc.		394		11,225
				899,692
Chemicals — 3.4%
Advanced Emissions Solutions, Inc. (a)		7,122		64,240
Chemours Co		3,058		75,594
Chemtura Corp. (a)		5,903		194,504
Ferro Corp. (a)		1,529		22,629
GCP Applied Technologies, Inc. (a)		20,853		583,884
Innospec, Inc.		6,412		421,268
Koppers Holdings, Inc. (a)		5,853		224,463
OMNOVA Solutions, Inc. (a)		23,785		228,336
PolyOne Corp.		75,955		2,504,236
Sensient Technologies Corp.		3,860		301,427
Stepan Co.		5,418		439,779
Trinseo SA (a)		6,656		389,709
				5,450,069
Commercial Services & Supplies — 3.1%
ABM Industries, Inc.		1,670		73,480
ACCO Brands Corp. (a)		4,450		55,403
ARC Document Solutions, Inc. (a)		74,069		330,348
Casella Waste Systems, Inc., Class A (a)		4,622		58,515
InnerWorkings, Inc. (a)		17,233		159,405
Knoll, Inc.		62,588		1,659,208
Quad/Graphics, Inc.		4,245		119,412
Steelcase, Inc., Class A		73,770		1,147,123
Tetra Tech, Inc.		33,565		1,438,260
				5,041,154
Communications Equipment — 2.0%
Black Box Corp.		5,961		91,501
Calix, Inc. (a)		15,889		119,962
Ciena Corp. (a)		27,703		594,229
Finisar Corp. (a)		3,687		122,519
Lumentum Holdings, Inc. (a)		1,642		65,844
NETGEAR, Inc. (a)		11,158		599,185
ShoreTel, Inc. (a)		67,001		469,007
Ubiquiti Networks, Inc. (a)		21,516		1,204,035
				3,266,282
Construction & Engineering — 1.8%
Comfort Systems U.S.A., Inc.		36,727		1,182,609
EMCOR Group, Inc.		5,110		354,481
MasTec, Inc. (a)		37,566		1,425,630
				2,962,720
Construction Materials — 0.1%
Summit Materials, Inc., Class A (a)		6,386		151,795
Consumer Finance — 0.3%
Consumer Portfolio Services, Inc. (a)		42,433		214,287
Emergent Capital, Inc. (a)		64,539		82,610
Enova International, Inc. (a)		22,487		261,974
				558,871

Common Stocks	Shares		Value
Distributors — 0.4%
Core-Mark Holding Co., Inc.		17,037	$	622,021
Diversified Consumer Services — 0.3%
Collectors Universe, Inc.		10,518		209,939
K12, Inc. (a)		21,268		312,214
				522,153
Diversified Telecommunication Services — 0.3%
Cogent Communications Holdings, Inc.		4,984		186,651
FairPoint Communications, Inc. (a)		6,147		102,348
Inteliquent, Inc.		3,803		86,100
Ooma, Inc. (a)		3,613		33,601
				408,700
Electric Utilities — 0.1%
Spark Energy, Inc., Class A		3,706		94,503
Electrical Equipment — 0.1%
Atkore International Group, Inc. (a)		3,286		70,485
LSI Industries, Inc.		16,497		162,001
				232,486
Electronic Equipment, Instruments & Components — 3.0%
Fabrinet (a)		18,079		773,781
II-VI, Inc. (a)		2,127		64,235
Kemet Corp. (a)		19,759		112,231
PC Connection, Inc.		1,235		33,147
Sanmina Corp. (a)		31,415		1,031,983
SYNNEX Corp.		24,708		2,888,612
				4,903,989
Energy Equipment & Services — 0.4%
Aspen Aerogels, Inc. (a)		10,192		39,239
Helix Energy Solutions Group, Inc. (a)		29,302		306,206
Matrix Service Co. (a)		4,419		92,136
McDermott International, Inc. (a)		23,839		164,012
Pioneer Energy Services Corp. (a)		4,275		21,375
Unit Corp. (a)		1,001		24,324
				647,292
Equity Real Estate Investment Trusts (REITs) — 5.3%
American Assets Trust, Inc.		4,041		161,882
Ashford Hospitality Prime, Inc.		1,861		23,858
Chatham Lodging Trust		22,613		433,265
CoreSite Realty Corp.		7,063		498,153
DCT Industrial Trust, Inc.		5,898		271,013
EastGroup Properties, Inc.		636		43,445
FelCor Lodging Trust, Inc.		79,971		580,589
Hudson Pacific Properties, Inc.		16,517		575,948
InfraREIT, Inc. (a)		9,036		154,877
National Storage Affiliates Trust		28,510		586,736
PS Business Parks, Inc.		27,570		3,080,396
QTS Realty Trust, Inc., Class A		7,899		369,673
Retail Opportunity Investments Corp.		62,510		1,290,206
RLJ Lodging Trust		8,620		196,450
Summit Hotel Properties, Inc.		26,352		374,725
				8,641,216
Food & Staples Retailing — 0.4%
Performance Food Group Co. (a)		15,556		328,232
SpartanNash Co.		9,575		346,711
				674,943
Food Products — 1.2%
Cal-Maine Foods, Inc. (b)		4,306		175,254
Dean Foods Co.		70,155		1,393,278
Fresh Del Monte Produce, Inc. (a)		5,900		365,859

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 43

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

Common Stocks	Shares		Value
Food Products (continued)
Lancaster Colony Corp.		182	$	24,663
				1,959,054
Gas Utilities — 0.7%
Southwest Gas Corp.		16,129		1,195,643
Health Care Equipment & Supplies — 6.0%
Cantel Medical Corp.		30,667		2,501,507
Cardiovascular Systems, Inc. (a)		13,292		321,533
Cutera, Inc. (a)		1,555		25,424
Cynosure, Inc., Class A (a)		13,487		611,635
Glaukos Corp. (a)		8,491		265,004
ICU Medical, Inc. (a)		1,155		173,539
Insulet Corp. (a)		18,303		615,896
LeMaitre Vascular, Inc.		15,602		353,697
Masimo Corp. (a)		51,828		3,206,598
Neogen Corp. (a)		4,284		271,092
NxStage Medical, Inc. (a)		25,937		641,163
RTI Surgical, Inc. (a)		113,597		329,431
SeaSpine Holdings Corp. (a)		14,073		98,511
Zeltiq Aesthetics, Inc. (a)		5,862		257,987
				9,673,017
Health Care Providers & Services — 1.7%
Alliance HealthCare Services, Inc. (a)		6,485		49,286
BioTelemetry, Inc. (a)		12,131		235,948
CorVel Corp. (a)		671		21,606
Diplomat Pharmacy, Inc. (a)		6,079		86,079
Five Star Quality Care, Inc. (a)		61,307		141,006
HealthSouth Corp.		6,314		263,104
Surgical Care Affiliates, Inc. (a)		8,367		351,832
U.S. Physical Therapy, Inc.		8,639		552,896
WellCare Health Plans, Inc. (a)		7,893		1,081,499
				2,783,256
Health Care Technology — 0.6%
Cotiviti Holdings, Inc. (a)		2,246		66,908
Medidata Solutions, Inc. (a)		7,986		441,067
Omnicell, Inc. (a)		3,472		124,471
Vocera Communications, Inc. (a)		20,178		367,240
				999,686
Hotels, Restaurants & Leisure — 4.6%
Bravo Brio Restaurant Group, Inc. (a)		12,118		50,290
Carrols Restaurant Group, Inc. (a)		53,807		731,775
Cheesecake Factory, Inc.		28,021		1,658,003
Intrawest Resorts Holdings, Inc. (a)		14,407		252,699
Isle of Capri Casinos, Inc. (a)		4,537		101,720
J. Alexander’s Holdings, Inc. (a)		24,854		236,113
Papa John’s International, Inc.		20,652		1,824,811
Red Rock Resorts, Inc., Class A		4,169		95,553
Ruth’s Hospitality Group, Inc.		3,183		54,111
Scientific Games Corp., Class A (a)		16,845		248,464
SeaWorld Entertainment, Inc.		2,582		43,636
Texas Roadhouse, Inc.		4,181		196,047
Vail Resorts, Inc.		12,117		1,919,333
Wingstop, Inc.		1,153		35,386
				7,447,941
Household Durables — 0.8%
Ethan Allen Interiors, Inc.		1,907		65,792
GoPro, Inc., Class A (a)(b)		7,323		73,084
iRobot Corp. (a)		320		18,240
La-Z-Boy, Inc.		16,573		443,328
TopBuild Corp. (a)		15,743		571,313
ZAGG, Inc. (a)		30,017		198,112
				1,369,869

Common Stocks	Shares		Value
Household Products — 0.1%
Central Garden & Pet Co., Class A (a)		5,871	$	169,554
Insurance — 0.3%
Argo Group International Holdings Ltd.		1,688		107,104
CNO Financial Group, Inc.		3,512		62,865
Primerica, Inc.		2,054		145,218
State National Cos., Inc.		6		81
United Insurance Holdings Corp.		1,268		17,219
Universal Insurance Holdings, Inc.		6,750		162,000
				494,487
Internet & Direct Marketing Retail — 0.2%
Liberty TripAdvisor Holdings, Inc., Class A (a)		6,888		110,552
Overstock.com, Inc. (a)		1,039		17,611
Shutterfly, Inc. (a)		4,894		247,979
U.S. Auto Parts Network, Inc. (a)		6,405		18,254
				394,396
Internet Software & Services — 4.7%
Bankrate, Inc. (a)		21,942		224,905
Box, Inc., Class A (a)		3,399		51,733
Brightcove, Inc. (a)		6,588		54,680
Carbonite, Inc. (a)		15,185		280,923
Cornerstone OnDemand, Inc.		3,930		141,126
EarthLink Holdings Corp.		151,489		799,862
Everyday Health, Inc. (a)		1,716		17,932
Five9, Inc. (a)		11,454		181,317
GrubHub, Inc. (a)		9,780		362,153
IntraLinks Holdings, Inc. (a)		4,891		54,877
j2 Global, Inc.		966		71,011
Limelight Networks, Inc. (a)		112,423		238,337
LogMeIn, Inc.		16,408		1,654,747
NIC, Inc.		45,060		1,131,006
QuinStreet, Inc. (a)		194,009		618,889
Support.com, Inc. (a)		30,778		22,022
Web.com Group, Inc. (a)		47,268		753,925
Wix.com Ltd. (a)		15,786		781,407
XO Group, Inc. (a)		9,791		180,938
				7,621,790
IT Services — 2.6%
Convergys Corp.		41,936		1,084,884
CSG Systems International, Inc.		11,993		533,689
Datalink Corp. (a)		13,338		149,386
Euronet Worldwide, Inc. (a)		9,611		689,301
Everi Holdings, Inc. (a)		30,577		66,046
Hackett Group, Inc.		22,257		395,284
Net 1 UEPS Technologies, Inc. (a)		21,719		247,814
Unisys Corp. (a)		74,921		1,112,577
				4,278,981
Leisure Products — 0.5%
Brunswick Corp.		13,234		663,288
Johnson Outdoors, Inc., Class A		2,018		84,352
MCBC Holdings, Inc.		3,412		45,857
				793,497
Life Sciences Tools & Services — 1.5%
Cambrex Corp. (a)		5,329		266,983
Harvard Bioscience, Inc. (a)		37,642		92,223
INC Research Holdings, Inc., Class A (a)		10,849		537,026
Medpace Holdings, Inc. (a)		5,715		203,911
Nanostring Technologies, Inc. (a)		9,973		219,406
PAREXEL International Corp. (a)		11,674		688,766
PRA Health Sciences, Inc. (a)		7,388		396,883
				2,405,198

See Notes to Financial Statements.

44 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

Common Stocks	Shares		Value
Machinery — 3.3%
Briggs & Stratton Corp.		6,853	$	141,994
Commercial Vehicle Group, Inc. (a)		18,240		93,571
Global Brass & Copper Holdings, Inc.		13,204		378,295
Greenbrier Cos., Inc.		8,292		321,730
John Bean Technologies Corp.		19,601		1,768,010
Luxfer Holdings PLC — ADR		65,440		743,398
Mueller Water Products, Inc., Class A		35,077		464,069
Rexnord Corp. (a)		8,612		189,464
SPX Corp. (a)		4,955		121,051
Supreme Industries, Inc., Class A		10,422		147,784
Wabash National Corp. (a)		10,566		145,705
Watts Water Technologies, Inc., Class A		13,327		910,234
				5,425,305
Media — 0.8%
Carmike Cinemas, Inc. (a)		2,882		97,412
Entercom Communications Corp., Class A		9,874		150,085
Harte-Hanks, Inc.		46,801		70,201
Meredith Corp.		1,158		64,327
New Media Investment Group, Inc.		1,157		17,772
Nexstar Broadcasting Group, Inc., Class A		608		36,267
Sinclair Broadcast Group, Inc., Class A		23,801		774,723
tronc, Inc.		2,934		38,201
				1,248,988
Metals & Mining — 1.1%
Ryerson Holding Corp. (a)		3,585		51,266
Worthington Industries, Inc.		31,718		1,785,089
				1,836,355
Multiline Retail — 0.9%
Big Lots, Inc.		28,544		1,444,612
Multi-Utilities — 0.2%
Avista Corp.		6,196		250,752
Oil, Gas & Consumable Fuels — 1.1%
Bill Barrett Corp. (a)		7,930		62,013
Carrizo Oil & Gas, Inc. (a)		12,630		534,754
Eclipse Resources Corp. (a)		18,506		54,593
EP Energy Corp., Class A (a)(b)		27,532		146,195
Evolution Petroleum Corp.		6,847		57,857
Matador Resources Co. (a)		17,303		460,952
Oasis Petroleum, Inc. (a)		32,391		484,893
Sanchez Energy Corp. (a)		3,293		27,694
				1,828,951
Paper & Forest Products — 0.2%
Boise Cascade Co. (a)		13,615		310,422
Verso Corp., Class A (a)		5,542		29,650
				340,072
Personal Products — 0.2%
Avon Products, Inc.		36,785		197,535
Inter Parfums, Inc.		510		17,570
Natural Health Trends Corp. (b)		1,235		31,233
				246,338
Pharmaceuticals — 3.4%
Aratana Therapeutics, Inc. (a)		8,632		61,546
Catalent, Inc. (a)		10,607		253,826
Corcept Therapeutics, Inc. (a)		37,685		316,177
Heska Corp. (a)		3,540		234,029
Horizon Pharma PLC (a)		24,055		476,289
Innoviva, Inc. (a)		21,669		224,057
Intersect ENT, Inc. (a)		1,475		15,340
Juniper Pharmaceuticals, Inc. (a)		21,947		121,806
Nektar Therapeutics (a)		15,497		190,381

Common Stocks	Shares		Value
Pharmaceuticals (continued)
Pacira Pharmaceuticals, Inc. (a)		3,611	$	115,010
Prestige Brands Holdings, Inc. (a)		53,988		2,568,209
SciClone Pharmaceuticals, Inc. (a)		60,615		603,119
Sucampo Pharmaceuticals, Inc., Class A (a)		18,838		306,117
				5,485,906
Professional Services — 1.7%
Insperity, Inc.		21,328		1,544,147
Kforce, Inc.		31,009		685,299
RPX Corp. (a)		40,891		427,311
Willdan Group, Inc. (a)		898		22,073
				2,678,830
Real Estate Management & Development — 0.6%
Altisource Portfolio Solutions SA (a)		2,526		68,050
AV Homes, Inc. (a)		2,413		38,246
Marcus & Millichap, Inc. (a)		28,010		768,875
RE/MAX Holdings, Inc., Class A		1,122		54,978
RMR Group, Inc., Class A		2,773		115,080
				1,045,229
Road & Rail — 0.2%
ArcBest Corp.		1,225		37,301
YRC Worldwide, Inc. (a)		21,151		268,195
				305,496
Semiconductors & Semiconductor Equipment — 5.4%
Acacia Communications, Inc. (a)		245		16,969
Advanced Micro Devices, Inc. (a)		202,141		1,801,076
Alpha & Omega Semiconductor Ltd. (a)		25,847		562,172
Ambarella, Inc. (a)		280		17,226
Amkor Technology, Inc. (a)		49,962		590,551
Cirrus Logic, Inc. (a)		17,906		984,830
Entegris, Inc. (a)		16,653		298,921
Inphi Corp. (a)		3,152		142,376
Microsemi Corp. (a)		24,677		1,351,066
Power Integrations, Inc.		6,248		420,490
Rudolph Technologies, Inc. (a)		3		59
Semtech Corp. (a)		38,782		1,089,774
Synaptics, Inc. (a)		6,404		349,530
Tessera Technologies, Inc. (a)		22,444		888,782
Ultra Clean Holdings, Inc. (a)		25,100		252,004
				8,765,826
Software — 6.6%
A10 Networks, Inc. (a)		119,464		979,604
Aspen Technology, Inc. (a)		32,218		1,702,077
Barracuda Networks, Inc. (a)		2,729		60,147
CommVault Systems, Inc. (a)		5,800		313,200
Ellie Mae, Inc. (a)		9,658		797,268
Exa Corp. (a)		5,448		80,794
Gigamon, Inc. (a)		20,273		1,081,565
HubSpot, Inc. (a)		5,130		287,793
Manhattan Associates, Inc. (a)		16,583		868,949
MicroStrategy, Inc., Class A (a)		2,999		581,896
Mitek Systems, Inc. (a)		5,183		29,025
Mobileiron, Inc. (a)		8,357		34,682
Monotype Imaging Holdings, Inc.		10,206		200,038
Proofpoint, Inc. (a)		28,782		2,216,502
Rapid7, Inc. (a)		874		10,138
RingCentral, Inc., Class A (a)		2,112		45,514
Silver Spring Networks, Inc. (a)		5,832		81,356
Take-Two Interactive Software, Inc. (a)		22,976		1,131,108
Varonis Systems, Inc. (a)		1,154		33,697
Zix Corp. (a)		47,419		211,015
				10,746,368

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 45

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

Common Stocks	Shares		Value
Specialty Retail — 2.4%
Aaron’s, Inc. (a)		20,307	$	591,340
American Eagle Outfitters, Inc.		25,089		415,474
Asbury Automotive Group, Inc. (a)		4,698		276,008
Big 5 Sporting Goods Corp.		13,174		254,917
Burlington Stores, Inc. (a)		7,751		681,468
Chico’s FAS, Inc.		18,898		289,328
Children’s Place, Inc.		7,246		752,497
Haverty Furniture Cos., Inc.		9,098		196,517
Lithia Motors, Inc., Class A		550		50,545
New York & Co., Inc. (a)		15,166		30,787
Sonic Automotive, Inc., Class A		15,701		332,076
TravelCenters of America LLC (a)		11,527		76,078
				3,947,035
Technology Hardware, Storage & Peripherals — 0.2%
Nimble Storage, Inc. (a)		3,670		27,819
Quantum Corp. (a)		363,482		331,859
				359,678
Textiles, Apparel & Luxury Goods — 1.1%
Culp, Inc.		33,155		1,118,981
Oxford Industries, Inc.		8,327		605,040
				1,724,021
Thrifts & Mortgage Finance — 1.0%
Essent Group Ltd. (a)		15,499		473,029
EverBank Financial Corp.		3		58
First Defiance Financial Corp.		4,638		214,693
Flagstar Bancorp, Inc. (a)		26,367		743,022
HomeStreet, Inc. (a)		2,878		83,606
Walker & Dunlop, Inc. (a)		1,501		44,114
				1,558,522
Trading Companies & Distributors — 0.9%
Beacon Roofing Supply, Inc. (a)		16,033		743,771
BMC Stock Holdings, Inc. (a)		8,116		152,987
GMS, Inc. (a)		9,986		250,748
MRC Global, Inc. (a)		9,901		199,307
Neff Corp., Class A (a)		9,938		130,685
SiteOne Landscape Supply, Inc. (a)		660		22,110
				1,499,608
Water Utilities — 0.0%
California Water Service Group		2		69
SJW Corp.		678		36,388
				36,457
Total Common Stocks — 98.4%				159,799,111

Preferred Stocks	Shares		Value
Household Durables — 0.0%
AliphCom:
Series 6 (Acquired 6/03/14, cost $0) (a)(c)	$	2,066		—
Series 8 (Acquired 8/31/15, cost $294,992) (a)(c)		49,410		—
				—
Software — 0.8%
Illumio Inc., Series C (Acquired 3/10/15, cost $250,317) (a)(c)		77,790	$	248,928
MongoDB:
Series C (Acquired 12/19/13, cost $379,504) (a)(c)		15,128		315,570
Series D (Acquired 12/19/13, cost $118,056) (a)(c)		4,706		98,167
Series E (Acquired 12/19/13, cost $4,168) (a)(c)		166		3,463
Palantir Technologies, Inc., Series I (Acquired 2/06/14, cost $500,000) (a)(c)		81,566		675,366
				1,341,494
Total Preferred Stocks — 0.8%				1,341,494
Rights
Biotechnology — 0.1%
Dyax Corp. — CVR (a)		35,077		38,935
Internet & Direct Marketing Retail — 0.0%
Overstock.com, Inc. (Expires 12/6/16, Strike Price $15.68) (a)		103		—
Pharmaceuticals — 0.0%
Durata Therapeutics, Inc. — CVR (a)		1,930		—
Wireless Telecommunication Services — 0.0%
Leap Wireless International, Inc. — CVR (a)		3,374		10,712
Total Rights — 0.1%				49,647
Total Long-Term Investments (Cost — $141,880,747) — 99.3%				161,190,252
Short-Term Securities
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.25% (d)(e)		1,456,731		1,456,731
SL Liquidity Series, LLC, Money Market Series, 0.65% (d)(e)(f)		947,624		947,814
Total Short-Term Securities (Cost — $2,404,399) — 1.5%				2,404,545
Total Investments (Cost — $144,285,146) — 100.8%				163,594,797
Liabilities in Excess of Other Assets — (0.8)%				(1,230,739	)
Net Assets — 100.0%			$	162,364,058

See Notes to Financial Statements.

46 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

      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 $1,379,233 and an original cost of $1,547,037, which was 0.9% of its net assets.

(d) Current yield as of period end.

(e) During the six months ended November 30, 2016, 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 Held at May 31, 2016		Net Activity			Shares Held at November 30, 2016		Value at November 30, 2016		Income			Realized Gain
BlackRock Liquidity Funds, TempFund, Institutional Class		1,508,954		(1,508,954	)		—		—	$	1,259			—
BlackRock Liquidity Funds, T-Fund, Institutional Class		—		1,456,731			1,456,731		$1,456,731		706			—
SL Liquidity Series, LLC, Money Market Series		1,600,704		(653,080	)		947,624		947,814		85,919	1		$28
Total									$2,404,545	$	87,884			$28

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) Security was purchased with the cash collateral from loaned securities.

• For Master Portfolio compliance purposes, the Master Portfolio’s industry classifications refer to 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 adviser. 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

Futures Contracts
Contracts Long	Issue	Expiration	Notional Value	Unrealized Appreciation
13	Russell 2000 Mini Index	December 2016	$1,718,990		$12,514

      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
Futures contracts	Net unrealized appreciation1		—		—		$12,514		—		—		—		$12,514

¹ Includes cumulative appreciation (depreciation) on 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, 2016, the effect of derivative financial instruments in the Statement of Operations was as follows:

Net Realized Gain from:	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Futures contracts		—		—	$	423,460			—		—		—	$	423,460
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts		—		—	$	(48,245	)		—		—		—	$	(48,245	)

      Average Quarterly Balances of Outstanding Derivative Financial Instruments:

Futures contracts:
Average notional value of contracts — long	$	1,540,835

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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 47

Schedule of Investments (concluded) 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 Master Portfolio’s investments and derivative financial instruments categorized in the disclosure hierarchy:

	Level 1			Level 2		Level 3			Total
Assets:
Investments:
Long-Term Investments:
Common Stocks1		$	159,799,111		—			—		$	159,799,111
Preferred Stocks1			—		—		$	1,341,494			1,341,494
Rights1			—		—			49,647			49,647
Short-Term Securities			1,456,731		—			—			1,456,731
Subtotal		$	161,255,842		—		$	1,391,141		$	162,646,983
Investments Valued at NAV2											947,814
Total Investments										$	163,594,797
Derivative Financial Instruments3
Assets:
Equity contracts		$	12,514		—			—		$	12,514

¹  See above Schedule of Investments for values in each industry.

²  As of November 30, 2016, certain of the Master Portfolio’s investments were valued using NAV per share (or its equivalent) as no quoted market value is available and have been excluded from the fair value hierarchy.

³  Derivative financial instruments are 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		$	4,388			—			—		$	4,388
Cash pledged for futures contracts			89,200			—			—			89,200
Liabilities:
Cash collateral on securities loaned at value			—		$	(947,640	)		—			(947,640	)
Total		$	93,588		$	(947,640	)		—		$	(854,052	)

During the six months ended November 30, 2016, there were no transfers between levels.

See Notes to Financial Statements.

48 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Statement of Assets and Liabilities BlackRock Master Small Cap Growth Portfolio

November 30, 2016 (Unaudited)
Assets
Investments at value — unaffiliated (including securities loaned at value of $877,242) (cost — $141,880,747)	$	161,190,252
Investments at value — affiliated (cost — $2,404,399)		2,404,545
Cash		4,388
Cash pledged for futures contracts		89,200
Receivables:
Investments sold — unaffiliated		2,116,071
Securities lending income — affiliated		9,820
Dividends — unaffiliated		122,750
Prepaid expenses		637
Total assets		165,937,663
Liabilities
Cash collateral on securities loaned at value		947,640
Payables:
Investments purchased — unaffiliated		1,970,546
Directors’ fees		3,519
Investment advisory fees		69,978
Other accrued expenses		85,391
Other affiliates		1,977
Withdrawals to investors		485,714
Variation margin on futures contracts		8,840
Total liabilities		3,573,605
Net Assets	$	162,364,058
Net Assets Consist of
Investors’ capital	$	143,041,893
Net unrealized appreciation (depreciation)		19,322,165
Net Assets	$	162,364,058

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 49

Statement of Operations BlackRock Master Small Cap Growth Portfolio

Six Months Ended November 30, 2016 (Unaudited)
Investment Income
Dividends — unaffiliated	$	736,225
Securities lending — affiliated — net		85,919
Dividends — affiliated		1,965
Total investment income		824,109
Expenses
Investment advisory		572,679
Custodian		29,241
Professional		19,046
Accounting services		21,472
Directors		7,213
Printing		2,823
Miscellaneous		12,158
Total expenses		664,632
Less fees waived by the Manager		(131,355	)
Total expenses after fees waived		533,277
Net investment income		290,832
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments — unaffiliated		5,988,555
Investments — affiliated		28
Futures contracts		423,460
		6,412,043
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		13,601,653
Investments — affiliated		146
Futures contracts		(48,245	)
		13,553,554
Net realized and unrealized gain		19,965,597
Net Increase in Net Assets Resulting from Operations	$	20,256,429

See Notes to Financial Statements.

50 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

Decrease in Net Assets:	Six Months Ended November 30, 2016 (Unaudited)			Year Ended May 31, 2016
Operations
Net investment income	$	290,832		$	639,898
Net realized gain (loss)		6,412,043			(876,361	)
Net change in unrealized appreciation (depreciation)		13,553,554			(23,980,229	)
Net increase (decrease) in net assets resulting from operations		20,256,429			(24,216,692	)
Capital Transactions
Proceeds from contributions		11,617,285			41,163,211
Value of withdrawals		(38,481,531	)		(67,318,425	)
Net decrease in net assets derived from capital transactions		(26,864,246	)		(26,155,214	)
Net Assets
Total decrease in net assets		(6,607,817	)		(50,371,906	)
Beginning of period		168,971,875			219,343,781
End of period	$	162,364,058		$	168,971,875

Financial Highlights BlackRock Master Small Cap Growth Portfolio

	Six Months Ended November 30, 2016			Year Ended May 31,
	(Unaudited)			2016		2015		2014		2013		2012
Total Return
Total return		13.10%	1		(11.09)%		14.11%		22.22%		31.47%		(13.48)%
Ratios to Average Net Assets
Total expenses		0.81%	2		0.81%		0.79%		0.80%		0.79%		0.77%
Total expenses after fees waived		0.65%	2		0.65%		0.63%		0.64%		0.77%		0.77%
Net investment income (loss)		0.36%	2		0.34%		0.23%		0.10%		0.47%		(0.32)%
Supplemental Data
Net assets, end of period (000)	$	162,364		$	168,972	$	219,344	$	231,888	$	216,189	$	216,838
Portfolio turnover rate		55%			115%		140%		152%		165%		143%

¹  Aggregate total return.

²  Annualized.    

See Notes to Financial Statements.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 51

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., 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.

Recent Accounting Standard: In April 2015, the Financial Accounting Standards Board issued “Disclosures for Investments in Certain Entities that Calculate Net Asset Value (“NAV”) per Share” which eliminates the requirement to categorize investments within the fair value hierarchy when fair value is based on the NAV per share and no quoted market value is available. As of November 30, 2016, certain investments of the Master Portfolio were valued using NAV per share as no quoted market value was available and have been excluded from the fair value hierarchy.

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.

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 various 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 oversee the pricing function for all financial instruments.

Fair Value Inputs and Methodologies: The following methods 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 U.S. mutual funds are valued at NAV each business day.

52 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

• The Master Portfolio values its investment in SL 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.

• 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 investments, 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 and consistent with the principles of fair value measurement.

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. As a result of the inherent uncertainty in valuation of these investments, the fair values may differ from the values that would have been used had an active market existed.

For investments in equity or debt issued by privately-held companies or funds (“Private Company” or collectively, the “Private Companies”), and other Fair Valued Investments, the fair valuation methodologies that are used by third party pricing services include the market approach, income approach and the cost approach, using one or a combination of, but not limited to, the following inputs.

	Standard Inputs Generally Considered By Third Party Pricing Services
Market approach	(i	)	recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers;
	(ii	)	recapitalizations and other transactions across the capital structure; and
	(iii	)	market multiples of comparable issuers.
Income approach	(i	)	future cash flows discounted to present and adjusted as appropriate for liquidity, credit and/or market risks;
	(ii	)	quoted prices for similar investments or assets in active markets; and
	(iii	)	other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates.
Cost approach	(i	)	audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company;
	(ii	)	changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company;
	(iii	)	relevant news and other public sources; and
	(iv	)	known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company.

Investments in series of preferred stock issued by Private Companies are typically valued utilizing market approach in determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Techniques such as an option pricing model (“OPM”), a probability weighted expected return model (“PWERM”) or a hybrid of those techniques are used in allocating enterprise value of the company, as deemed appropriate under the circumstances. The use of OPM and PWERM techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 53

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

The Private Companies are not subject to the public company disclosure, timing, and reporting standards as other investments held by the Master Portfolio. Typically, the most recently available information by a private company is as of a date that is earlier than the date the Master Portfolio is calculating its NAV. This factor may result in a difference between the value of the investment and the price the Master Portfolio could receive upon the sale of the investment.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation methodologies 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. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies. There may not be a secondary market, and/or there are a limited number of investors. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Global Valuation Committee in the absence of market information.

Changes in valuation methodologies 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.

As of November 30, 2016, certain of the Master Portfolio’s investments were valued using NAV per share (or its equivalent) as no quoted market value is available and have been excluded from the fair value hierarchy.

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.

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 and any additional required collateral is delivered to 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, but does not receive interest income on securities received as collateral . 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 any securities on loan, all of which were classified as common stocks in the Master Portfolio’s Schedule of Investments, and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value — unaffiliated,

54 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. 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 in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

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
Barclays Capital, Inc.		$204,669		$(204,669)		—
BNP Paribas Prime Brokerage, Inc.		164,330		(164,330)		—
Citigroup Global Markets, Inc.		71,856		(71,856)		—
Credit Suisse Securities (USA) LLC		207,240		(207,240)		—
Deutsche Bank Securities, Inc.		1,780		(1,780)		—
Goldman Sachs & Co.		30,348		(30,348)		—
Merrill Lynch, Pierce, Fenner & Smith		16,659		(16,659)		—
Morgan Stanley & Co. LLC		141,044		(141,044)		—
SG Americas Securities LLC		37,701		(37,701)		—
UBS Securities LLC		1,615		(1,615)	��	—
Total		$877,242		$(877,242)		—

¹  Cash collateral with a value of $947,640 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, 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 its exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange.

Futures Contracts: The Master Portfolio invests in long and/or short positions in futures and options on futures contracts to gain exposure to, or manage exposure to, changes in the value of equity securities (equity risk).

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 a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a 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 in the Schedule of Investments and cash deposited, if any, is shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 55

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

amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or 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.

Investment Advisory: The Master LLC, on behalf of the Master Portfolio, entered into an Investment Advisory Agreement with the Manager, the Master Portfolio’s investment adviser, 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 at an annual rate equal to the following percentages of the average daily value of the Master’s Portfolio’s net assets:

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	%

Expense Limitations, Waivers and Reimbursements: With respect to the Master Portfolio, the Manager has contractually agreed to waive 0.16% of its investment advisory fees as a percentage of the Master Portfolio’s average daily net assets until October 1, 2017. 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, 2016, the Manager waived $130,898 of investment advisory fees, which is included in fees waived by the Manager in the Statement of Operations.

With respect to the Master Portfolio, the Manager 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. For the six months ended November 30, 2016, the amount waived was $457.

Effective September 1, 2016, the Manager voluntarily agreed to waive its advisory fee with respect to any portion of Master Portfolio’s assets invested in affiliated equity or fixed-income mutual funds or affiliated exchange-traded funds. Prior to September 1, 2016, the Manager did not waive such fees. On September 28, 2016, this waiver became contractual through September 30, 2017. 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, 2016, the Master Portfolio reimbursed the Manager $1,106 for certain accounting services, which is included in accounting services in the Statement of Operations.

Securities Lending: 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 adviser 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

56 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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

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, 2016, the Master Portfolio paid BIM $21,480 for securities lending agent services.

Officer and Directors: 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, 2016, purchases and sales of investments, excluding short-term securities, were $89,582,785 and $114,065,155, 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 Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

As of November 30, 2016, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:

Tax cost	$	146,188,910
Gross unrealized appreciation	$	25,555,660
Gross unrealized depreciation		(8,149,773	)
Net unrealized appreciation	$	17,405,887

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 this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual 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 0.12% 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 2017 unless extended or renewed. Prior to April 21, 2016, the credit agreement had a fee per annum of 0.06% 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. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statement of Operations. These 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, 2016, 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). 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 and/ or social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.

On October 11, 2016, BlackRock implemented certain changes required by amendments to Rule 2a-7 under the 1940 Act, which governs the operations of U.S. money market funds. The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00 and which may be subject to redemption gates or liquidity fees under certain circumstances.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Master Portfolio may invest in illiquid investments and may experience difficulty in selling those investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 57

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

the Master Portfolio’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Master Portfolio may lose value, regardless of the individual results of the securities and other instruments in which the Master Portfolio invests.

The price the Master Portfolio could receive upon the sale of any particular portfolio investment may differ from the Master Portfolio’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Master Portfolio’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Master Portfolio, and the Master Portfolio could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. The Master Portfolio’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third party service providers.

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 information technology sector. Changes in economic conditions affecting such sector 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.

58 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

Officers and Directors/Trustees

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

David O. Beim, Director/Trustee

Susan J. Carter, Director/Trustee

Collette Chilton, Director/Trustee

Neil A. Cotty, Director/Trustee

Dr. Matina S. Horner, Director/Trustee

Cynthia A. Montgomery, Director/Trustee

Barbara G. Novick, Director/Trustee

Joseph P. Platt, Director/Trustee

Robert C. Robb, Jr., Director/Trustee

Mark Stalnecker, Director/Trustee

Kenneth L. Urish, Director/Trustee

Claire A. Walton, Director/Trustee

Frederick W. Winter, Director/Trustee

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

Thomas Callahan, Vice President

Jennifer McGovern, Vice President

Neal J. Andrews, Chief Financial Officer

Jay M. Fife, Treasurer

Charles Park, Chief Compliance Officer

Fernando Piedra, Anti-Money Laundering Compliance Officer

Benjamin Archibald, Secretary

Effective December 31, 2016, David O. Beim and Dr. Matina S. Horner resigned as Directors/Trustees of the Trust/Corporation/Master LLC.

Investment Adviser 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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 59

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 the operation of the Public Reference Room or 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.

60 SEMI-ANNUAL REPORT NOVEMBER 30, 2016

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.

SEMI-ANNUAL REPORT NOVEMBER 30, 2016 61

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 the Funds’ 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.

SC2-11/16-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

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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:	February 3, 2017
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:	February 3, 2017
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of BlackRock Funds
Date:	February 3, 2017

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