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 Advantage 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: 05/31/2018

Date of reporting period: 11/30/2017

Item 1 – Report to Stockholders

NOVEMBER 30, 2017

SEMI-ANNUAL REPORT (UNAUDITED)

BlackRock Funds^SM

▶   BlackRock Advantage Small Cap Core Fund

BlackRock Series, Inc.

▶   BlackRock Small Cap Growth Fund II

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

In the 12 months ended November 30, 2017, risk assets, such as stocks and high-yield bonds, continued to deliver strong performance. These markets showed great resilience during a period with big political surprises, including the aftermath of the U.K.’s vote to leave the European Union and the outcome of the U.S. presidential election, which brought only brief spikes in equity market volatility. In contrast, closely watched elections in France, the Netherlands, and Australia countered the isolationist and nationalist political developments in the U.K. and the United States.

Interest rates rose, which worked against high-quality assets with more interest rate sensitivity. Consequently, longer-term U.S. Treasuries posted modest returns, as rising energy prices, modest wage increases, and steady job growth led to expectations of higher inflation and further interest rate increases by the U.S. Federal Reserve (the “Fed”).

The market’s performance reflected reflationary expectations early in the reporting period, as investors began to sense that a global recovery was afoot. Thereafter, many countries throughout the world experienced sustained and synchronized growth for the first time since the financial crisis. Growth rates and inflation are still relatively low, but they are finally rising together.

The Fed responded to these positive developments by increasing short-term interest rates three times and setting expectations for additional interest rate increases. The Fed also began reducing the vast balance sheet reserves that had accumulated in the wake of the financial crisis. In October 2017, the Fed reduced its $4.5 trillion balance sheet by only $10 billion, while setting expectations for additional modest reductions and rate hikes in 2018.

By contrast, the European Central Bank (“ECB”) and the Bank of Japan (“BoJ”) both continued to expand their balance sheets despite nascent signs of sustained economic growth. The Eurozone and Japan are both approaching the limits of central banks’ ownership share of national debt, which is a structural pressure point that limits their capacity to deliver additional monetary stimulus. In October 2017, the ECB announced plans to cut the amount of its bond purchases in half for 2018, while the BoJ reiterated its commitment to economic stimulus until the inflation rate rises to its target of 2.0%.

Emerging market growth also stabilized, as accelerating growth in China, the second largest economy in the world and the most influential of all developing economies, improved the outlook for corporate profits and economic growth across most developing nations. Chinese demand for commodities and other raw materials allayed concerns about the country’s banking system, leading to rising equity prices and foreign investment flows.

While escalating tensions between the United States and North Korea and our nation’s divided politics are concerning, benign credit conditions, modest inflation, solid corporate earnings, and the positive outlook for growth in the world’s largest economies have kept markets relatively tranquil.

Rising consumer confidence and improving business sentiment are driving momentum for the U.S. economy. If the Fed maintains a measured pace of stimulus reduction, to the extent that inflation rises, it’s likely to be accompanied by rising real growth and higher wages. That could lead to a favorable combination of moderately higher inflation, steadily rising interest rates, and improving growth in 2018, even without the potential benefits of major legislative changes.

In this environment, investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. 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, 2017
	6-month	12-month
U.S. large cap equities (S&P 500® Index)	10.89%	22.87%
U.S. small cap equities (Russell 2000® Index)	13.43	18.34
International equities (MSCI Europe, Australasia, Far East Index)	7.94	27.27
Emerging market equities (MSCI Emerging Markets Index)	13.03	32.82
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)	0.52	0.79
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index)	(1.00)	1.43
U.S. investment-grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)	0.68	3.21
Tax-exempt municipal bonds (S&P Municipal Bond Index)	0.45	5.00
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	2.29	9.16
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summaries		4
About Fund Performance		8
Disclosure of Expenses		8
Derivative Financial Instruments		8
Fund Financial Statements:
Schedule of Investments: BlackRock Advantage Small Cap Core Fund		9
Statements of Assets and Liabilities		15
Statements of Operations		17
Statements of Changes in Net Assets		18
Fund Financial Highlights		19
Fund Notes to Financial Statements		27
Master Portfolio Information: BlackRock Master Small Cap Growth Portfolio		38
Master Portfolio Financial Statements:
Schedule of Investments		39
Statement of Assets and Liabilities		45
Statement of Operations		46
Statements of Changes in Net Assets		47
Master Portfolio Financial Highlights		47
Master Portfolio Notes to Financial Statements		48
Director/Trustee and Officer Information		54
Additional Information		55

TABLE OF CONTENTS 3

Fund Summary  as of November 30, 2017 BlackRock Advantage Small Cap Core Fund

Investment Objective

BlackRock Advantage 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, 2017, the Fund underperformed its benchmark, the Russell 2000^® Index.

What factors influenced performance?

Stock-specific events that were contrary to the Fund’s portfolio positioning were the most significant detractors from the Fund’s performance during the period. For instance, an overweight position in retailer Big 5 Sporting Goods Corp., which had been motivated by the company’s consistent profitability, detracted after the company sharply missed expectations for second-quarter earnings. Additionally, an underweight position in Nektar Therapeutics declined after the stock rallied once it announced they had received FDA approval for pain medications. The underweight position had been driven by expensive relative valuations compared to peers with the expectation that the share price would revert toward levels consistent with the industry. Another theme that evolved during the period was an increasing incidence of low-cost competitors entering markets where incumbent businesses had high market share. This prompted an overweight position in airline Hawaiian Holdings, Inc. to decline. The overweight position had been motivated by strong relative valuations and improving sentiment measures, but the stock price declined after news that Southwest Airlines, Inc. was considering providing flights to Hawaii. Insights that focused on fundamental signals, particularly those that were value-based, struggled during the period as investors favored momentum and growth assets. Specifically, signals identifying relative valuation using cash flow and profitability measures also underperformed, especially across industrials stocks, although these signals started to perform more favorably at the end of the period.

The period began with a risk-on tone to the market, as investors preferred momentum style investments during a growth melt-up that favored information technology (“IT”) stocks. This represented a continuation of year-to-date market trends, as market indices reached all-time highs and volatility remained near all-time lows, further supporting that style. While the Fund’s stock selection model was positive in aggregate, the performance was mixed across fundamental, sentiment, and macroeconomic thematic insights.

Unsurprisingly, given the market backdrop, our stock selection insights that analyze trends and sentiment from informed market participants performed well and were positive contributors to the Fund’s performance. This composite of signals was able to motivate overweight positions to IT stocks capturing market trends, as the sector delivered strong performance, especially among semiconductor companies such as Entegris, Inc. The investment adviser‘s proprietary text-based analysis of company executive conference calls and sell-side analyst reports also performed well within the sector. Other measures of sentiment that analyze informed investor flow information worked well across IT and financials stocks. Finally, the Fund’s macroeconomic thematic insights contributed to performance, as signals that measure sensitivity to both regional economic momentum and currency moves performed well.

Describe recent portfolio activity.

During the six-month period, the Fund maintained a balanced allocation of risk across all major return drivers. However, there were a number of new stock selection insights that were added to the Fund. These included a sentiment-based insight capturing longer-term trends in fundamentals based on text analysis of company executive conference calls, as well as a signal that uses mobile phone beacons to track traffic in retail and leisure outlets.

Describe Fund positioning at period end.

Relative to the Russell 2000^® Index, the Fund remained largely sector-neutral during the period. The Fund ended the period with slight overweight positions in industrials, IT and telecommunications stocks, while being slightly underweight in consumer discretionary and materials.

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.

4 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Fund Summary  as of November 30, 2017 BlackRock Advantage Small Cap Core Fund

Portfolio Information

TEN LARGEST HOLDINGS

	Percent of Net Assets
Catalent, Inc.		1	%
Portland General Electric Co.		1
Insperity, Inc.		1
Masimo Corp.		1
Applied Industrial Technologies, Inc.		1
SYNNEX Corp.		1
Moelis & Co., Class A		1
Entegris, Inc.		1
Wintrust Financial Corp.		1
Terreno Realty Corp.		1

SECTOR ALLOCATION

	Percent of Net Assets
Financials		19	%
Information Technology		17
Industrials		16
Health Care		15
Consumer Discretionary		11
Real Estate		6
Materials		4
Utilities		3
Energy		3
Consumer Staples		3
Telecommunication Services		2
Short-Term Securities		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.

Performance Summary for the Period Ended November 30, 2017

				Average Annual Total Returns(a)(b)
				1 Year						Since Inception (c)
	6-Month Total Returns			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge
Institutional		11.55	%		15.57	%		N/A			12.91	%		N/A
Investor A		11.34			15.19			9.15	%		12.62			11.34	%
Investor C		10.94			14.36			13.36			11.75			11.75
Class K		11.56			15.50			N/A			12.99			N/A
Russell 2000® Index(d)		13.43			18.34			N/A			12.31			N/A

^(a)  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.

^(b)  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus any borrowing 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.

^(c)  The Fund commenced operations on March 14, 2013.

^(d)  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.

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						Hypothetical (b)
	Beginning Account Value 06/01/17		Ending Account Value 11/30/17		Expenses Paid During the Period(a)		Beginning Account Value 06/01/17		Ending Account Value 11/30/17		Expenses Paid During the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,115.50	$	2.63	$	1,000.00	$	1,022.58	$	2.52		0.50	%
Investor A		1,000.00		1,113.40		3.97		1,000.00		1,021.31		3.80		0.75
Investor C		1,000.00		1,109.40		7.93		1,000.00		1,017.55		7.59		1.50
Class K		1,000.00		1,115.60		2.39		1,000.00		1,022.81		2.28		0.45

^(a)  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).

^(b)  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.

FUND SUMMARY 5

Fund Summary  as of November 30, 2017 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.

On March 23, 2017, the Boards of the Fund, BlackRock Master Small Cap Growth Portfolio (the “Master Portfolio”) and BlackRock Advantage Small Cap Growth Fund (the “Acquiring Fund”) approved an in-kind liquidation of the Master Portfolio into the Fund and the reorganization of the Fund with and into the Acquiring Fund, with the Acquiring Fund continuing as the surviving fund after the liquidation and the reorganization. At a special shareholder meeting on November 27, 2017, the shareholders of the Fund approved the liquidation and reorganization, which is expected to be completed on or about March 2, 2018.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2017, through its investment in the Master Portfolio, the Fund underperformed its benchmark, the Russell 2000^® Growth Index.

What factors influenced performance?

Stock-specific events that were contrary to the Master Portfolio’s positioning were the most significant detractors from the Fund’s performance during the period. Among specific stocks, an underweight position in Nektar Therapeutics declined after the stock rallied once it announced they had received FDA approval for pain medications. The underweight had been driven by expensive relative valuations compared to peers with the expectation that the share price would revert towards levels consistent with the industry. Additionally, some earnings announcements prompted sharp declines in stock prices where the Master Portfolio maintained overweight positions. Enterprise software provider MicroStrategy Inc. also underperformed after the company failed to meet expectations in its second-quarter earnings report. The overweight position was driven by quality insights that demonstrated the firm’s ability to generate strong cash flows with efficient asset use. Similarly, an overweight position in retailer Big 5 Sporting Goods Corp., which had been motivated by the company’s consistent profitability, detracted after the company sharply missed expectations for second-quarter earnings. Insights that focused on fundamental signals, particularly those that were value-based, struggled during the period as investors favored momentum and growth assets. Specifically, signals identifying relative valuation using cash flow and profitability measures underperformed, especially across industrials and health care stocks, although these signals started to perform more favorably at the end of the period.

The period began with a risk-on tone to the market, as investors preferred momentum style investments during a growth melt-up that favored information technology (“IT”) stocks. This represented a continuation of year-to-date market trends, as market indices reached all-time highs and volatility remained near all-time lows, further supporting that style. While the Master Portfolio’s stock selection model was positive in aggregate, the performance was mixed across fundamental, sentiment, and macroeconomic thematic insights.

Unsurprisingly, given the market backdrop, our stock selection insights that analyze trends and sentiment from informed market participants performed well and were positive contributors to the Fund’s performance. This composite of signals was able to motivate overweight positions to IT stocks capturing market trends, as the sector delivered strong performance, especially among semiconductor companies such as Entegris, Inc. Our proprietary text-based analysis of company executive conference calls and sell-side analyst reports also performed well within the sector. Other measures of sentiment that analyze informed investor flow information worked well across industrials and financials stocks. Finally, the Master Portfolio’s macroeconomic thematic insights contributed to performance, as signals that measure sensitivity to both regional economic momentum and currency moves performed well.

Describe recent portfolio activity.

During the six-month period, the Master Portfolio maintained a balanced allocation of risk across all major return drivers. However, there were a number of new stock selection insights that were added to the Master Portfolio. These included a sentiment-based insight capturing longer-term trends in fundamentals based on text analysis of company executive conference calls, as well as a signal that uses mobile phone beacons to track traffic in retail and leisure outlets.

At a special meeting on November 27, 2017, shareholders of the Fund approved a proposal to reorganize assets of the Fund into the BlackRock Advantage Small Cap Growth Fund. As such, shareholders of the Fund will become shareholders of the BlackRock Advantage Small Cap Growth Fund on or about March 2, 2018.

Describe Fund positioning at period end.

Relative to the Russell 2000^® Growth Index, the Master Portfolio remained largely sector-neutral during the period. The Master Portfolio ended the period with slight overweight positions in industrials, telecommunications, and financials, and slight underweight positions in consumer discretionary and health care.

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 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Fund Summary  as of November 30, 2017 BlackRock Small Cap Growth Fund II

Performance Summary for the Period Ended November 30, 2017

				Average Annual Total Returns (a)(b)
				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		11.58	%		17.82	%		N/A			13.81	%		N/A			7.12	%		N/A
Investor A		11.48			17.49			11.32	%		13.47			12.26	%		6.84			6.26	%
Investor C		11.04			16.67			15.67			12.54			12.54			5.86			5.86
Class R		11.30			17.21			N/A			13.21			N/A			6.49			N/A
Russell 2000® Growth Index(c)		14.78			23.69			N/A			15.84			N/A			9.25			N/A

^(a)  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.

^(b)  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.

^(c)  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.

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						Hypothetical (b)
	Beginning Account Value 06/01/17		Ending Account Value 11/30/17		Expenses  Paid During  the Period (a)		Beginning Account Value 06/01/17		Ending Account Value 11/30/17		Expenses Paid During the Period (a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,115.80	$	3.61	$	1,000.00	$	1,021.66	$	3.45		0.68	%
Investor A		1,000.00		1,114.80		4.93		1,000.00		1,020.41		4.71		0.93
Investor C		1,000.00		1,110.40		8.89		1,000.00		1,016.65		8.49		1.68
Class R		1,000.00		1,113.00		6.25		1,000.00		1,019.15		5.97		1.18

^(a)  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.

^(b)  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.

FUND SUMMARY 7

About F und Performance

Institutional and Class K Shares (Class K Shares available only in BlackRock Advantage 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.

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 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 net asset value (“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”), each Fund’s investment adviser and administrator, has contractually agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waiver and/or reimbursement, each 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 each Fund 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, 2017 and held through November 30, 2017) 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 transactional expenses, such as sales charges, if any. Therefore, the hypothetical examples are useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.

Derivative Financial Instruments

BlackRock Advantage 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 assets 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 Advantage Small Cap Core Fund’s and the 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 Advantage Small Cap Core Fund and the Master Portfolio can realize on an investment and/or may result in lower distributions paid to shareholders. BlackRock Advantage Small Cap Core Fund’s and the Master Portfolio’s investments in these instruments, if any, are discussed in detail in BlackRock Advantage Small Cap Core Fund’s and the Master Portfolio’s Notes to Financial Statements.

8 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited)  November 30, 2017 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks — 98.8%
Aerospace & Defense — 1.6%
Curtiss-Wright Corp.		26,250	$	3,260,250
Engility Holdings, Inc.(a)		18,606		543,109
HEICO Corp., Class A		10,050		762,795
Maxar Technologies Ltd.		2,611		164,258
				4,730,412
Air Freight & Logistics — 0.1%
Radiant Logistics, Inc.(a)		43,010		206,878
Airlines — 1.0%
Hawaiian Holdings, Inc.		68,206		2,943,089
Auto Components — 1.8%
Lear Corp.		339		61,322
Modine Manufacturing Co.(a)		11,203		256,549
Tenneco, Inc.		46,259		2,748,247
Tower International, Inc.		70,919		2,283,592
				5,349,710
Banks — 10.6%
Bank of the Ozarks		20,306		979,155
Banner Corp.		32,756		1,886,418
Boston Private Financial Holdings, Inc.		25,721		420,538
Cadence BanCorp.(a)		61,042		1,489,425
Capital Bank Financial Corp., Class A		7,990		333,582
Capital City Bank Group, Inc.		1,736		43,886
Carolina Financial Corp.		7,764		300,079
Cathay General Bancorp		79,540		3,451,241
Central Pacific Financial Corp.		22,698		730,876
CoBiz Financial, Inc.		37,462		793,445
Eagle Bancorp, Inc.(a)		5,595		370,109
First Connecticut Bancorp, Inc.		19,845		526,885
First Financial Northwest, Inc.		3,909		66,257
First Merchants Corp.		31,806		1,393,103
Glacier Bancorp, Inc.		58,190		2,330,509
Guaranty Bancorp		1,273		36,981
Home BancShares, Inc.		32,333		769,525
Independent Bank Corp.		23,111		517,686
Lakeland Financial Corp.		8,935		452,826
Macatawa Bank Corp.		17,650		179,677
Mercantile Bank Corp.		1,372		50,915
QCR Holdings, Inc.		27,139		1,232,111
Republic Bancorp, Inc., Class A		4,800		204,288
Sandy Spring Bancorp, Inc.		44,123		1,738,005
Seacoast Banking Corp.(a)		18,928		492,696
Sierra Bancorp		8,697		243,168
South State Corp.		30,681		2,824,186
TriCo Bancshares		837		35,179
TriState Capital Holdings, Inc.(a)		3,073		74,367
Union Bankshares Corp.		7,300		275,137
United Community Banks, Inc.		88,130		2,532,856
Webster Financial Corp.		2,688		154,211
Wintrust Financial Corp.		46,028		3,859,448
				30,788,770
Biotechnology — 4.7%
Akebia Therapeutics, Inc.(a)		33,343		518,817
AMAG Pharmaceuticals, Inc.(a)		4,485		62,566
Applied Genetic Technologies Corp.(a)		14,534		54,502
Bluebird Bio, Inc. (a)		3,756		649,037
Calithera Biosciences, Inc.(a)		12,553		131,806
ChemoCentryx, Inc.(a)		59,375		385,937
Conatus Pharmaceuticals, Inc.(a)		7,524		31,225
CytomX Therapeutics, Inc.(a)		32,128		665,050
Emergent BioSolutions, Inc.(a)		18,669		820,129
Enanta Pharmaceuticals, Inc.(a)		4,894		243,036
Enzon Pharmaceuticals, Inc.		8,011		2,499
Exact Sciences Corp.(a)		9,320		554,354
Exelixis, Inc.(a)		17,485		473,494

Security	Shares		Value
Biotechnology (continued)
FibroGen, Inc.(a)		21,276	$	1,010,610
Genomic Health, Inc.(a)		20,109		609,102
Halozyme Therapeutics, Inc.(a)		34,437		642,939
Immune Design Corp.(a)		9,948		40,787
Ironwood Pharmaceuticals, Inc.(a)		53,428		922,701
Jounce Therapeutics, Inc.(a)		5,481		86,381
Ligand Pharmaceuticals, Inc.(a)		4,952		652,921
Mersana Therapeutics, Inc.(a)		3,196		60,724
MiMedx Group, Inc.(a)(b)		58,772		679,992
Myriad Genetics, Inc.(a)		26,169		906,232
PDL BioPharma, Inc.(a)		103,507		301,205
Pfenex, Inc.(a)		60,723		149,379
Puma Biotechnology, Inc.(a)		654		69,259
Ra Pharmaceuticals, Inc.(a)		6,337		90,366
Recro Pharma, Inc.(a)		20,087		193,639
REGENXBIO, Inc.(a)		2,607		73,257
Repligen Corp.(a)		4,190		148,535
Retrophin, Inc.(a)		24,690		556,513
Sage Therapeutics, Inc.(a)		892		82,430
Sangamo Therapeutics, Inc.(a)		24,447		396,041
Sarepta Therapeutics, Inc.(a)		601		33,458
Spectrum Pharmaceuticals, Inc.(a)		21,098		413,521
Vanda Pharmaceuticals, Inc.(a)		43,995		618,130
Veracyte, Inc.(a)		15,683		106,331
Xencor, Inc.(a)		10,907		236,791
				13,673,696
Building Products — 1.9%
Builders FirstSource, Inc.(a)		51,607		1,052,783
Griffon Corp.		8,227		192,100
Ply Gem Holdings, Inc.(a)		29,652		527,806
Universal Forest Products, Inc.		93,571		3,664,240
				5,436,929
Capital Markets — 2.4%
BGC Partners, Inc., Class A		59,570		972,778
Evercore, Inc., Class A		5,578		484,449
Houlihan Lokey, Inc.		20,636		921,191
Moelis & Co., Class A		82,196		3,937,188
OM Asset Management PLC		33,913		556,173
Piper Jaffray Cos		1,461		114,762
				6,986,541
Chemicals — 1.7%
AdvanSix, Inc.(a)		10,355		445,783
Ingevity Corp.(a)		7,166		570,342
Innophos Holdings, Inc.		5,096		236,098
Innospec, Inc.		25,896		1,848,974
Koppers Holdings, Inc.(a)		8,902		444,210
Kraton Corp.(a)		5,460		256,893
Rayonier Advanced Materials, Inc.		5,535		104,003
Sensient Technologies Corp.		12,115		939,276
Stepan Co.		1,133		94,164
				4,939,743
Commercial Services & Supplies — 1.4%
ACCO Brands Corp.(a)		19,945		262,277
ARC Document Solutions, Inc.(a)		133,032		367,168
Brink’s Co.		13,278		1,073,526
CECO Environmental Corp.(a)		15,187		82,162
Interface, Inc.		200		4,990
Kimball International, Inc., Class B		3,421		63,425
SP Plus Corp.(a)		16,733		655,934
Steelcase, Inc., Class A		97,258		1,478,322
				3,987,804
Communications Equipment — 1.0%
Black Box Corp.		18,558		65,881
Ciena Corp.(a)		9,244		201,057
Extreme Networks, Inc.(a)		46,641		599,337

SCHEDULE OF INVESTMENTS 9

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Communications Equipment (continued)
InterDigital, Inc.		25,503	$	1,940,778
Ubiquiti Networks, Inc.(a)(b)		1,461		97,639
				2,904,692
Construction & Engineering — 1.5%
Argan, Inc.		16,953		1,000,227
Comfort Systems U.S.A., Inc.		23,622		1,014,565
MasTec, Inc.(a)		38,501		1,726,770
Primoris Services Corp.		17,514		490,217
				4,231,779
Consumer Finance — 1.0%
Enova International, Inc.(a)		67,333		999,895
Green Dot Corp., Class A(a)		30,698		1,897,136
				2,897,031
Diversified Consumer Services — 1.1%
Bridgepoint Education, Inc.(a)		18,214		166,294
Capella Education Co.		6,743		575,178
Carriage Services, Inc.		13,009		333,291
Grand Canyon Education, Inc.(a)		22,165		2,104,788
				3,179,551
Diversified Telecommunication Services — 1.0%
Cogent Communications Holdings, Inc.		61,908		2,900,390
Electric Utilities — 1.4%
IDACORP, Inc.		18		1,779
Portland General Electric Co.		81,155		4,028,534
				4,030,313
Electronic Equipment, Instruments & Components — 3.8%
AVX Corp.		10,841		196,656
Benchmark Electronics, Inc.(a)		9,581		292,220
Control4 Corp.(a)		3,984		132,428
Electro Scientific Industries, Inc.(a)		4,644		111,131
Fitbit, Inc., Class A(a)		57,103		391,727
Insight Enterprises, Inc.(a)		47,172		1,839,708
KEMET Corp.(a)		14,628		225,564
Novanta, Inc.(a)		745		35,834
PC Connection, Inc.		12,278		336,540
Rogers Corp.(a)		5,862		944,368
Sanmina Corp.(a)		22,852		776,968
SYNNEX Corp.		29,138		3,968,596
Vishay Intertechnology, Inc.		69,996		1,532,912
Vishay Precision Group, Inc.(a)		7,963		220,575
				11,005,227
Energy Equipment & Services — 1.9%
Archrock, Inc.		87,760		833,720
C&J Energy Services, Inc.(a)		21,090		659,273
Diamond Offshore Drilling, Inc.(a)		14,382		230,687
Exterran Corp.(a)		40,195		1,231,575
Mammoth Energy Services, Inc.(a)		18,577		350,176
Pioneer Energy Services Corp.(a)		37,738		79,250
ProPetro Holding Corp.(a)		108,734		2,040,937
Solaris Oilfield Infrastructure, Inc., Class A(a)		6,493		105,187
				5,530,805
Equity Real Estate Investment Trusts (REITs) — 6.4%
Ashford Hospitality Prime, Inc.		46,952		432,428
CatchMark Timber Trust, Inc., Class A		15,224		200,804
Chatham Lodging Trust		1		23
CoreSite Realty Corp.		8,942		1,014,738
DCT Industrial Trust, Inc.		17,897		1,076,325
DiamondRock Hospitality Co.		238,383		2,667,506
Easterly Government Properties, Inc.		12,264		259,874
First Industrial Realty Trust, Inc.		48,913		1,592,118
Gladstone Land Corp.		11,009		147,521
Hersha Hospitality Trust		26,781		470,006

Security	Shares		Value
Equity Real Estate Investment Trusts (REITs) (continued)
Monmouth Real Estate Investment Corp.		27,296	$	487,507
PS Business Parks, Inc.		24,809		3,288,681
Ramco-Gershenson Properties Trust		10,824		155,974
Retail Opportunity Investments Corp.		65,829		1,288,274
Rexford Industrial Realty, Inc.		2,363		74,127
Ryman Hospitality Properties, Inc.		10,176		707,028
STAG Industrial, Inc.		1,872		52,978
Summit Hotel Properties, Inc.		60,499		914,140
Terreno Realty Corp.		100,508		3,779,101
				18,609,153
Food & Staples Retailing — 0.9%
Performance Food Group Co.(a)		90,640		2,687,476
Food Products — 0.5%
Dean Foods Co.		132,781		1,481,836
Gas Utilities — 0.8%
Southwest Gas Holdings, Inc.		26,073		2,240,714
Health Care Equipment & Supplies — 3.3%
Accuray, Inc.(a)		8,449		43,512
AtriCure, Inc.(a)		29,533		546,360
Cantel Medical Corp.		8,162		869,090
Cutera, Inc.(a)		25,263		1,037,046
Exactech, Inc.(a)		13,543		568,129
Globus Medical, Inc., Class A(a)		15,657		595,123
Inogen, Inc.(a)		918		118,183
LeMaitre Vascular, Inc.		12,394		408,134
Masimo Corp.(a)		45,304		4,024,807
Orthofix International NV(a)		15,525		841,765
STAAR Surgical Co.(a)		4,195		72,783
Wright Medical Group NV(a)		21,195		515,250
				9,640,182
Health Care Providers & Services — 1.6%
Chemed Corp.		1,578		388,093
CorVel Corp.(a)		2,523		139,396
Diplomat Pharmacy, Inc.(a)		32,660		584,614
Five Star Senior Living, Inc.(a)		24,358		36,537
LHC Group, Inc.(a)		36,377		2,392,515
National HealthCare Corp.		1,035		68,672
Providence Service Corp.(a)		5,549		335,936
Tivity Health, Inc.(a)		1,005		36,984
WellCare Health Plans, Inc.(a)		3,220		685,828
				4,668,575
Health Care Technology — 1.3%
Medidata Solutions, Inc.(a)		44,201		2,945,555
Quality Systems, Inc.(a)		52,532		758,037
				3,703,592
Hotels, Restaurants & Leisure — 1.6%
Bloomin’ Brands, Inc.		28,503		611,959
Caesars Entertainment Corp.(a)		31,207		413,493
Century Casinos, Inc.(a)		21,292		192,693
Cheesecake Factory, Inc.		17,241		845,499
La Quinta Holdings, Inc.(a)		9,297		165,580
Monarch Casino & Resort, Inc.(a)		9,487		445,225
Papa John’s International, Inc.		18,145		1,060,757
Ruth’s Hospitality Group, Inc.		34,131		732,110
Texas Roadhouse, Inc.		4,169		212,911
				4,680,227
Household Durables — 1.9%
Beazer Homes U.S.A., Inc. (a)		15,518		328,361
Century Communities, Inc.(a)		63,566		1,992,794
GoPro, Inc., Class A(a)		5,529		47,218
iRobot Corp.(a)		20,927		1,436,011
Taylor Morrison Home Corp., Class A(a)		61,335		1,481,854

10 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Household Durables (continued)
William Lyon Homes, Class A(a)		13,048	$	389,352
				5,675,590
Household Products — 0.3%
Central Garden & Pet Co.(a)		12,578		498,466
Central Garden & Pet Co., Class A(a)		7,552		291,281
				789,747
Independent Power and Renewable Electricity Producers — 0.2%
NRG Yield, Inc., Class A		38,357		721,495
Insurance — 1.5%
Argo Group International Holdings Ltd.		12,005		735,306
Baldwin & Lyons, Inc., Class B		10,757		262,471
CNO Financial Group, Inc.		3,708		93,479
Genworth Financial, Inc., Class A(a)		5,956		20,191
Infinity Property & Casualty Corp.		6,532		704,150
James River Group Holdings Ltd.		64,907		2,627,435
Selective Insurance Group, Inc.		1,166		71,359
				4,514,391
Internet & Direct Marketing Retail — 0.1%
Nutrisystem, Inc.		2,951		149,763
U.S. Auto Parts Network, Inc.(a)		11,983		28,280
				178,043
Internet Software & Services — 2.4%
Box, Inc., Class A(a)		20,702		435,363
Care.com, Inc.(a)		23,700		449,589
CommerceHub, Inc., Series A(a)		3,164		72,329
Cornerstone OnDemand, Inc.(a)		33,949		1,255,095
Five9, Inc.(a)		19,878		487,210
Limelight Networks, Inc.(a)		31,239		151,822
MongoDB, Inc.(a)		4,615		131,666
New Relic, Inc.(a)		2,136		120,214
NIC, Inc.		147,036		2,440,798
QuinStreet, Inc.(a)		9,246		98,840
Shutterstock, Inc.(a)		8,960		380,710
Telaria, Inc.(a)		8,329		33,649
Wix.com Ltd.(a)		3,400		186,660
Yelp, Inc.(a)		15,412		686,605
YuMe, Inc.		45,128		160,656
				7,091,206
IT Services — 1.9%
Convergys Corp.		29,375		724,975
CSG Systems International, Inc.		60,256		2,765,148
Everi Holdings, Inc.(a)		23,744		193,514
Hackett Group, Inc.		106,233		1,734,785
Unisys Corp.(a)		27,462		212,830
				5,631,252
Leisure Products — 1.2%
Brunswick Corp.		1,757		97,250
Malibu Boats, Inc., Class A(a)		50,407		1,575,723
MCBC Holdings, Inc.(a)		73,396		1,732,146
				3,405,119
Life Sciences Tools & Services — 1.4%
Cambrex Corp.(a)		15,607		762,402
Enzo Biochem, Inc.(a)		54,993		539,481
Harvard Bioscience, Inc.(a)		23,285		76,840
INC Research Holdings, Inc., Class A(a)		17,314		663,126
Luminex Corp.		31,147		665,300
Medpace Holdings, Inc.(a)		2,947		98,165
NanoString Technologies, Inc.(a)		9,571		73,218
PRA Health Sciences, Inc.(a)		13,621		1,121,962
				4,000,494

Security	Shares		Value
Machinery — 4.7%
Alamo Group, Inc.		21,957	$	2,589,828
Altra Industrial Motion Corp.		1,219		59,243
Briggs & Stratton Corp.		77,819		1,937,693
Global Brass & Copper Holdings, Inc.		12,970		448,762
Greenbrier Cos., Inc.		16,045		802,250
Harsco Corp.(a)		35,298		637,129
Kadant, Inc.		20,302		2,076,895
Meritor, Inc.(a)		87,353		2,182,078
Miller Industries, Inc.		1,270		35,433
Mueller Water Products, Inc., Class A		171,811		2,145,919
Rexnord Corp.(a)		19,492		485,741
Watts Water Technologies, Inc., Class A		3,242		241,205
				13,642,176
Media — 1.2%
Central European Media Enterprises Ltd., Class A(a)		8,929		44,198
Entravision Communications Corp., Class A		176,676		1,245,566
Lee Enterprises, Inc.(a)		24,592		57,791
Meredith Corp.		24,353		1,659,657
New Media Investment Group, Inc.		17,965		311,872
Time, Inc.		13,789		256,475
				3,575,559
Metals & Mining — 1.2%
Materion Corp.		813		39,756
Ryerson Holding Corp.(a)		6,662		61,624
Schnitzer Steel Industries, Inc., Class A		82,611		2,412,241
Worthington Industries, Inc.		24,365		1,013,584
				3,527,205
Mortgage Real Estate Investment Trusts (REITs) — 0.5%
Arbor Realty Trust, Inc.		84,074		721,355
Ares Commercial Real Estate Corp.		24,053		324,234
Invesco Mortgage Capital, Inc.		31,407		554,648
				1,600,237
Multiline Retail — 0.1%
Big Lots, Inc.		6,118		361,574
Dillard’s, Inc., Class A(b)		899		54,030
				415,604
Multi-Utilities — 0.5%
Avista Corp.		8,866		460,500
NorthWestern Corp.		17,709		1,137,980
				1,598,480
Oil, Gas & Consumable Fuels — 1.1%
Abraxas Petroleum Corp.(a)		62,754		129,901
Bill Barrett Corp.(a)		67,832		396,817
Eclipse Resources Corp.(a)		77,369		191,875
EP Energy Corp., Class A(a)		58,823		105,293
Evolution Petroleum Corp.		42,224		295,568
Green Plains Partners LP - MLP		3,756		70,988
Matador Resources Co.(a)		2,403		68,726
Northern Oil and Gas, Inc.(a)(b)		65,410		111,197
Oasis Midstream Partners LP(a)		1,998		36,204
Overseas Shipholding Group, Inc., Class A(a)		46,208		134,927
Pacific Ethanol, Inc.(a)		183,795		827,077
Renewable Energy Group, Inc.(a)		42,685		484,475
SandRidge Energy, Inc.(a)		4,683		87,151
Ultra Petroleum Corp.(a)		8,708		83,510
W&T Offshore, Inc.(a)		90,267		283,438
				3,307,147
Paper & Forest Products — 0.8%
Boise Cascade Co.		21,824		840,224

SCHEDULE OF INVESTMENTS 11

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Paper & Forest Products (continued)
Louisiana-Pacific Corp.(a)		50,809	$	1,402,836
				2,243,060
Personal Products — 0.9%
Inter Parfums, Inc.		37,920		1,679,856
Medifast, Inc.		13,564		929,541
Natural Health Trends Corp.		704		12,637
				2,622,034
Pharmaceuticals — 2.4%
Catalent, Inc.(a)		103,111		4,102,787
Corcept Therapeutics, Inc.(a)		97,169		1,743,212
Durect Corp.(a)		29,103		30,558
Juniper Pharmaceuticals, Inc.(a)		2,269		11,118
Nektar Therapeutics(a)		2,589		139,780
Prestige Brands Holdings, Inc.(a)		22,201		1,003,485
				7,030,940
Professional Services — 1.6%
CRA International, Inc.		7,653		345,916
Forrester Research, Inc.		4,299		199,688
Insperity, Inc.		34,162		4,027,700
				4,573,304
Road & Rail — 0.1%
Covenant Transportation Group, Inc., Class A(a)		1,265		37,899
Marten Transport Ltd.		6,033		121,565
Saia, Inc.(a)		973		64,023
Werner Enterprises, Inc.		4,317		164,909
				388,396
Semiconductors & Semiconductor Equipment — 3.8%
Advanced Energy Industries, Inc.(a)		10,812		810,576
Alpha & Omega Semiconductor Ltd.(a)		55,174		971,614
Brooks Automation, Inc.		25,806		642,311
Cabot Microelectronics Corp.		15,575		1,500,184
Cirrus Logic, Inc.(a)		16,335		902,345
Cohu, Inc.		6,347		144,458
Diodes, Inc.(a)		25,616		750,549
Entegris, Inc.		129,371		3,919,941
Integrated Device Technology, Inc.(a)		2,442		73,480
IXYS Corp.(a)		3,554		86,362
Microsemi Corp.(a)		12,567		664,166
MKS Instruments, Inc.		1,457		137,395
Power Integrations, Inc.		1,904		149,464
Semtech Corp.(a)		6,033		205,424
Ultra Clean Holdings, Inc.(a)		2,430		50,981
Xcerra Corp.(a)		7,427		73,602
				11,082,852
Software — 4.6%
A10 Networks, Inc.(a)		92,444		741,401
Barracuda Networks, Inc.(a)		3,382		93,512
Bottomline Technologies, Inc.(a)		21,617		720,495
Imperva, Inc.(a)		36,580		1,508,925
MicroStrategy, Inc., Class A(a)		11,366		1,554,414
Proofpoint, Inc.(a)		15,058		1,355,973
RingCentral, Inc., Class A(a)		51,162		2,412,288
Silver Spring Networks, Inc.(a)		5,755		92,483
Varonis Systems, Inc.(a)		69,762		3,509,029
Verint Systems, Inc.(a)		31,087		1,360,056
				13,348,576
Specialty Retail — 1.3%
Aaron’s, Inc.		23,453		884,647
Asbury Automotive Group, Inc.(a)		16,954		1,115,573
Big 5 Sporting Goods Corp.		83,159		627,850
Cato Corp., Class A		2,172		34,274
Citi Trends, Inc.		28,656		739,038

Security	Shares		Value
Specialty Retail (continued)
Haverty Furniture Cos., Inc.		21,655	$	522,968
				3,924,350
Technology Hardware, Storage & Peripherals — 0.0%
Pure Storage, Inc., Class A(a)		2,876		53,148
Textiles, Apparel & Luxury Goods — 0.9%
Deckers Outdoor Corp.(a)		447		33,404
Perry Ellis International, Inc.(a)		31,637		774,157
Steven Madden Ltd.(a)		40,293		1,722,526
				2,530,087
Thrifts & Mortgage Finance — 2.6%
Charter Financial Corp.		8,127		150,187
Essent Group Ltd.(a)		79,250		3,506,812
Federal Agricultural Mortgage Corp., Class C		2,915		216,439
First Defiance Financial Corp.		17,876		971,203
Merchants Bancorp(a)		9,660		177,068
Meridian Bancorp, Inc.		19,903		401,045
MGIC Investment Corp (a)		32,433		474,170
Nationstar Mortgage Holdings, Inc.(a)		6,026		108,890
Radian Group, Inc.		16,254		333,044
Riverview Bancorp, Inc.		67,736		624,526
TFS Financial Corp.		7,662		116,692
United Community Financial Corp.		9,410		92,124
Walker & Dunlop, Inc.(a)		9,745		480,234
				7,652,434
Trading Companies & Distributors — 2.3%
Applied Industrial Technologies, Inc.		62,428		3,992,271
H&E Equipment Services, Inc.		10,926		406,338
MRC Global, Inc.(a)		101,176		1,589,475
Rush Enterprises, Inc., Class A(a)		10,386		505,902
Triton International Ltd.(a)		8,613		340,816
				6,834,802
Water Utilities — 0.3%
SJW Group		12,882		877,651
Wireless Telecommunication Services — 0.7%
Boingo Wireless, Inc. (a)		80,321		1,983,929
Total Common Stocks — 98.8% (Cost: $265,773,125)				288,254,423
Rights — 0.0%
Biotechnology — 0.0%
Dyax Corp. - CVR (a)(c)		835		1,912
Total Rights — 0.0% (Cost: $ — )				1,912
Total Long-Term Investments — 98.8% (Cost: $265,773,125)				288,256,335

12 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Short-Term Securities — 1.4%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.96%(d)(f)		3,458,861	$	3,458,861
SL Liquidity Series, LLC, Money Market Series, 1.33%(d)(e)(f)		668,799		668,799
Total Short-Term Securities — 1.4% (Cost: $4,127,683)				4,127,660

	Value
Total Investments — 100.2% (Cost: $269,900,808)	$	292,383,995
Liabilities in Excess of Other Assets — (0.2)%		(501,473	)
Net Assets — 100.0%	$	291,882,522

^(a)  Non-income producing security.

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

^(c)  Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

^(d)  Annualized 7-day yield as of period end.

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

^(f)  During the period ended November 30, 2017, 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 05/31/17		Net Activity		Shares Held at 11/30/17		Value at 11/30/17		Income			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, T-Fund, Institutional Class		2,092,686		1,366,175		3,458,861	$	3,458,861	$	16,278		$	—		$	—
SL Liquidity Series, LLC, Money Market Series		621,030		47,769		668,799		668,799		26,628	(a)		(134	)		(26	)
							$	4,127,660	$	42,906		$	(134	)	$	(26	)

^(a)  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.

Portfolio Abbreviations

CVR	Contingent Value Rights
MLP	Master Limited Partnership

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
Description	Number of Contracts		Expiration Date		Notional Amount (000)	Value/ Unrealized Appreciation
Long Contracts
Russell 2000 E-Mini Index		54		December 2017	$4,173	$	127,555

Derivative Financial Instruments Categorized by Risk Exposure

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

			Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets - Derivative Financial Instruments
Futures contracts	Net unrealized appreciation	(a)	$	—	$	—	$	127,555	$	—	$	—	$	—	$	127,555

^(a)  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.

SCHEDULE OF INVESTMENTS 13

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Advantage Small Cap Core Fund

For the six months ended November 30, 2017, 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	$	—	$	—	$	274,575	$	—	$	—	$	—	$	274,575
Net Change in Unrealized Appreciation on:
Futures contracts	$	—	$	—	$	147,330	$	—	$	—	$	—	$	147,330
Average Quarterly Balances of Outstanding Derivative Financial Instruments
Futures contracts:
Average notional value of contract — long													$	3,876,900

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

Fair Value Hierarchy as of Period End

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

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

	Level 1		Level 2		Level 3		Total
Investments
Assets
Long-Term Investments
Common Stocks(a)	$	288,254,423	$	—	$	—	$	288,254,423
Rights(a)		—		—		1,912		1,912
Short-Term Securities		3,458,861		—		—		3,458,861
Subtotal	$	291,713,284	$	—	$	1,912	$	291,715,196
Investments Valued at NAV(b)								668,799
Total Investments							$	292,383,995
Derivative Financial Instruments(c)
Assets
Equity contracts	$	127,555	$	—	$	—	$	127,555

^(a)  See above Schedule of Investments for values in each industry.

^(b)  As of November 30, 2017, 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.

^(c)  Derivative financial instruments are futures contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

During the six months ended November 30, 2017, there were no transfers between levels.

See notes to financial statements.

14 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Statements of Assets and Liabilities (unaudited)

November 30, 2017

	BlackRock Advantage Small Cap Core Fund			BlackRock Small Cap Growth Fund II
ASSETS
Investments at value — unaffiliated (including securities loaned at value of $673,893) (cost — $265,773,125)	$	288,256,335		$	—
Investments at value — affiliated (cost — $4,127,683)		4,127,660			—
Investments at value — Master Portfolio (cost — $130,953,576)		—			155,360,688
Cash pledged for futures contracts		152,000			—
Receivables:
Investments sold — unaffiliated		1,141,128			—
Securities lending income — affiliated		6,948			—
Capital shares sold		363,341			23,252
Dividends — affiliated.		4,329			—
Dividends — unaffiliated		206,590			—
From the Administrator		—			409,682
Variation margin on futures contracts		10,897			—
Withdrawals from the Master Portfolio		—			1,666,118
Prepaid expenses		38,808			51,479
Total assets		294,308,036			157,511,219
LIABILITIES
Cash collateral on securities loaned at value		668,971			—
Payables:
Investments purchased — unaffiliated		1,521,368			—
Administration fees		12,327			—
Capital shares redeemed		33,932			1,689,370
Officer’s and Trustees’/Directors’ fees		1,612			70
Other accrued expenses		53,654			3,209
Other affiliates		153			1,283
Professional fees		37,947			17,419
Reorganization.		—			358,233
Service and distribution fees		14,901			34,703
To the Manager		57,992			—
Transfer agent fees		22,657			100,925
Total liabilities		2,425,514			2,205,212
NET ASSETS	$	291,882,522		$	155,306,007
NET ASSETS CONSIST OF
Paid-in capital	$	268,645,101		$	121,900,290
Undistributed (accumulated) net investment income (loss)		841,246			(249,100	)
Undistributed net realized loss		(214,567	)		—
Accumulated net realized gain allocated from the Master Portfolio		—			9,247,705
Net unrealized appreciation		22,610,742			—
Net unrealized appreciation allocated from the Master Portfolio		—			24,407,112
NET ASSETS	$	291,882,522		$	155,306,007

FINANCIAL STATEMENTS 15

Statements of Assets and Liabilities (continued)

November 30, 2017

	BlackRock Advantage Small Cap Core Fund			BlackRock Small Cap Growth Fund II
NET ASSETVALUE
Institutional
Net assets	$	154,004,318		$	55,076,400
Shares outstanding		11,051,412	(a)		3,658,836	(b)
Net asset value	$	13.94		$	15.05
Investor A
Net assets	$	72,552,716		$	64,535,914
Shares outstanding		5,226,813	(a)		4,581,013	(b)
Net asset value	$	13.88		$	14.09
Investor C
Net assets	$	1,020,321		$	15,044,515
Shares outstanding		74,832	(a)		1,370,250	(b)
Net asset value	$	13.63		$	10.98
Class K
Net assets	$	64,305,167			—
Shares outstanding		4,612,085	(a)		—
Net asset value	$	13.94			—
Class R
Net assets		—		$	20,649,178
Shares outstanding		—			1,622,861	(b)
Net asset value		—		$	12.72

^(a)  Unlimited number of shares authorized, $0.001 par value.

^(b)  100 million shares authorized, $0.0001 par value.

See notes to financial statements.

16 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Statements of Operations (unaudited)

Six Months Ended November 30, 2017

	BlackRock Advantage Small Cap Core Fund			BlackRock Small Cap Growth Fund II
INVESTMENT INCOME
Dividends — affiliated	$	16,278		$	—
Dividends — unaffiliated		1,297,405			—
Securities lending income — affiliated — net		26,628			—
Net investment income allocated from the Master Portfolio:
Dividends — affiliated		—			5,819
Dividends — unaffiliated		—			670,983
Securities lending income — affiliated — net		—			26,879
Expenses		—			(626,628	)
Fees waived		—			201,609
Total investment income		1,340,311			278,662
EXPENSES
Investment advisory		439,967			—
Professional		48,824			35,470
Administration		41,552			154,593
Registration		35,226			30,609
Transfer agent — class specific		32,257			204,004
Service and distribution — class specific		28,282			212,137
Printing		26,186			21,783
Accounting services		21,841			—
Custodian		20,603			—
Administration — class specific		19,386			—
Officer and Trustees/Directors		5,709			—
Reorganization.		—			457,813
Miscellaneous		14,790			7,477
Total expenses		734,623			1,123,886
Less:
Fees waived and/or reimbursed by the Manager/Administrator		(214,629	)		(467,479	)
Administration fees waived		—			(154,232	)
Administration fees waived — class specific		(9,387	)		—
Transfer agent fees waived and/or reimbursed — class specific		(10,742	)		(196,525	)
Total expenses after fees waived and/or reimbursed		499,865			305,650
Net investment income (loss)		840,446			(26,988	)
NET REALIZED AND UNREALIZED GAIN
Net realized gain (loss) from:
Investments — unaffiliated		(167,660	)		—
Investments — affiliated		(134	)		—
Futures contracts.		274,575			—
Investments and futures contracts allocated from the Master Portfolio		—			10,095,622
		106,781			10,095,622
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		20,851,587			—
Investments — affiliated		(26	)		—
Futures contracts		147,330			—
Investments and futures contracts allocated from the Master Portfolio		—			6,639,444
		20,998,891			6,639,444
Net realized and unrealized gain		21,105,672			16,735,066
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	21,946,118		$	16,708,078

See notes to financial statements.

FINANCIAL STATEMENTS 17

Statements of Changes in Net Assets

	BlackRock Advantage Small Cap Core Fund						BlackRock Small Cap Growth Fund II
	Six Months Ended 11/30/2017 (unaudited)			Year Ended 05/31/2017			Six Months Ended 11/30/2017 (unaudited)			Year Ended 05/31/2017
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss)	$	840,446		$	428,042		$	(26,988	)	$	(565,577	)
Net realized gain		106,781			2,766,626			10,095,622			16,739,370
Net change in unrealized appreciation		20,998,891			715,161			6,639,444			11,999,057
Net increase in net assets resulting from operations		21,946,118			3,909,829			16,708,078			28,172,850
DISTRIBUTIONS TO SHAREHOLDERS(a)
From net investment income:
Institutional		(204,074	)		(147,126	)		—			—
Investor A		(11,117	)		(10,872	)		—			—
Class K		(134,300	)		(1,269	)		—			—
From net realized gain:
Institutional		(1,358,989	)		(84,904	)		(2,174,383	)		(97,593	)
Investor A		(112,566	)		(11,210	)		(2,877,472	)		(119,393	)
Investor C		(10,169	)		(1,521	)		(914,892	)		(77,820	)
Class K		(856,437	)		(665	)		—			—
Class R		—			—			(982,825	)		(44,230	)
Decrease in net assets resulting from distributions to shareholders		(2,687,652	)		(257,567	)		(6,949,572	)		(339,036	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		150,310,283			104,531,332			(9,269,773	)		(41,761,680	)
NET ASSETS
Total increase (decrease) in net assets		169,568,749			108,183,594			488,733			(13,927,866	)
Beginning of period		122,313,773			14,130,179			154,817,274			168,745,140
End of period	$	291,882,522		$	122,313,773		$	155,306,007		$	154,817,274
Undistributed (accumulated) net investment income (loss), end of period	$	841,246		$	350,291		$	(249,100	)	$	(222,112	)

^(a)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.

18 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Financial Highlights  

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund
	Institutional
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,												Period 03/14/2013(a) to 05/31/2013
				2017			2016			2015			2014
Net asset value, beginning of period	$	12.70		$	10.59		$	11.74		$	11.80		$	10.37		$	10.00
Net investment income(b)		0.06			0.10			0.08			0.08			0.07			0.02
Net realized and unrealized gain (loss)		1.40			2.10			(0.64	)		1.02			2.06			0.35
Net increase (decrease) from investment operations		1.46			2.20			(0.56	)		1.10			2.13			0.37
Distributions:(c)
From net investment income		(0.03	)		(0.06	)		(0.10	)		(0.04	)		(0.15	)		—
From net realized gain		(0.19	)		(0.03	)		(0.49	)		(1.12	)		(0.55	)		—
Total distributions		(0.22	)		(0.09	)		(0.59	)		(1.16	)		(0.70	)		—
Net asset value, end of period	$	13.94		$	12.70		$	10.59		$	11.74		$	11.80		$	10.37
Total Return:(d)
Based on net asset value.		11.55	%(e)		20.84	%		(4.80	)%		10.24	%		20.85	%		3.70	%(e)
Ratios to Average Net Assets:
Total expenses		0.72	%(f)		1.05	%		3.15	%		3.43	%		6.26	%		7.68	%(f),(g)
Total expenses after fees waived and/or reimbursed		0.50	%(f)		0.54	%		0.69	%		0.70	%		0.71	%(h)		0.70	%(f)
Net investment income		0.85	%(f)		0.78	%		0.80	%		0.66	%		0.61	%		0.93	%(f)
Supplemental Data:
Net assets, end of period (000)	$	154,004		$	56,603		$	10,302		$	6,122		$	6,095		$	5,181
Portfolio turnover rate		55	%		127	%		171	%		148	%		145	%		67	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

^(c)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Where applicable, assumes the reinvestment of distributions.

^(e)  Aggregate total return.

^(f)  Annualized.

^(g)  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%.

^(h)  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.

FUND FINANCIAL HIGHLIGHTS 19

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Investor A
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,												Period 03/14/2013(a) to 05/31/2013
				2017			2016			2015			2014
Net asset value, beginning of period	$	12.66		$	10.56		$	11.71		$	11.78		$	10.37		$	10.00
Net investment income (loss)(b)		0.06			0.06			0.06			0.05			(0.01	)		0.01
Net realized and unrealized gain (loss)		1.37			2.10			(0.65	)		1.01			2.10			0.36
Net increase (decrease) from investment operations		1.43			2.16			(0.59	)		1.06			2.09			0.37
Distributions:(c)
From net investment income		(0.02	)		(0.03	)		(0.07	)		(0.02	)		(0.13	)		—
From net realized gain		(0.19	)		(0.03	)		(0.49	)		(1.11	)		(0.55	)		—
Total distributions		(0.21	)		(0.06	)		(0.56	)		(1.13	)		(0.68	)		—
Net asset value, end of period	$	13.88		$	12.66		$	10.56		$	11.71		$	11.78		$	10.37
Total Return:(d)
Based on net asset value		11.34	%(e)		20.51	%		(5.02	)%		9.96	%		20.49	%		3.70	%(e)
Ratios to Average Net Assets:
Total expenses		1.07	%(f)		1.39	%		3.60	%		3.70	%		8.25	%		8.16	%(f),(g)
Total expenses after fees waived and/or reimbursed		0.75	%(f)		0.83	%		0.95	%		0.95	%		0.95	%		0.95	%(f)
Net investment income (loss)		0.84	%(f)		0.51	%		0.58	%		0.43	%		(0.11	)%		0.67	%(f)
Supplemental Data:
Net assets, end of period (000)	$	72,553		$	6,389		$	3,191		$	2,736		$	899		$	21
Portfolio turnover rate		55	%		127	%		171	%		148	%		145	%		67	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

^(c) Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)  Aggregate total return.

^(f)  Annualized.

^(g)  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.

20 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Investor C
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,												Period 03/14/2013(a) to 05/31/2013
				2017			2016			2015			2014
Net asset value, beginning of period	$	12.44		$	10.44		$	11.60		$	11.71		$	10.35		$	10.00
Net investment loss(b)		(0.01	)		(0.03	)		(0.02	)		(0.04	)		(0.06	)		(0.00	)(c)
Net realized and unrealized gain (loss)		1.36			2.06			(0.64	)		1.02			2.05			0.35
Net increase (decrease) from investment operations		1.35			2.03			(0.66	)		0.98			1.99			0.35
Distributions:(d)
From net investment income		—			—			(0.01	)		—			(0.08	)		—
From net realized gain		(0.16	)		(0.03	)		(0.49	)		(1.09	)		(0.55	)		—
Total distributions		(0.16	)		(0.03	)		(0.50	)		(1.09	)		(0.63	)		—
Net asset value, end of period	$	13.63		$	12.44		$	10.44		$	11.60		$	11.71		$	10.35
Total Return:(e)
Based on net asset value		10.94	%(f)		19.47	%		(5.71	)%		9.22	%		19.53	%		3.50	%(f)
Ratios to Average Net Assets:
Total expenses		1.96	%(g)		2.22	%		4.41	%		4.56	%		7.86	%		8.91	%(g),(h)
Total expenses after fees waived and/or reimbursed		1.50	%(g)		1.57	%		1.70	%		1.70	%		1.71	%(i)		1.70	%(g)
Net investment loss		(0.15	)%(g)		(0.25	)%		(0.19	)%		(0.36	)%		(0.53	)%		(0.08	)%(g)
Supplemental Data:
Net assets, end of period (000)	$	1,020		$	764		$	423		$	313		$	101		$	21
Portfolio turnover rate		55	%		127	%		171	%		148	%		145	%		67	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

^(c)  Amount is greater than $(0.005) per share.

^(d)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(e)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(f)  Aggregate total return.

^(g)  Annualized.

^(h)  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%.

⁽ⁱ⁾  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.

FUND FINANCIAL HIGHLIGHTS 21

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Class K
	Six Months Ended 11/30/2017 (unaudited)			Year Ended 05/31/2017			Period 03/28/2016(a) to 05/31/2016
Net asset value, beginning of period	$	12.70		$	10.60		$	9.88
Net investment income(b)		0.06			0.12			0.02
Net realized and unrealized gain		1.40			2.07			0.70
Net increase from investment operations		1.46			2.19			0.72
Distributions from:(c)
Net investment income		(0.03	)		(0.06	)		—
Net realized gain		(0.19	)		(0.03	)		—
Total distributions		(0.22	)		(0.09	)		—
Net asset value, end of period	$	13.94		$	12.70		$	10.60
Total Return:(d)
Based on net asset value		11.56	%(e)		20.74	%		7.29	%(e)
Ratios to Average Net Assets:
Total expenses		0.70	%(f)		1.62	%		3.59	%(f)
Total expenses after fees waived and/or reimbursed		0.45	%(f)		0.45	%		0.60	%(f)
Net investment income		0.90	%(f)		0.95	%		0.83	%(f)
Supplemental Data:
Net assets, end of period (000)	$	64,305		$	58,557		$	214
Portfolio turnover rate		55	%		127	%		171	%(g)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

^(c)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Where applicable, assumes the reinvestment of distributions.

^(e)  Aggregate total return.

^(f)  Annualized.

^(g)  Portfolio turnover is representative of the Fund for the entire year.

See notes to financial statements.

22 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Small Cap Growth Fund II
	Institutional
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Net asset value, beginning of period	$	14.06		$	11.82		$	14.62		$	14.63		$	15.20		$	13.22
Net investment income (loss)(a)		0.02			(0.00	)(b)		(0.03	)		(0.04	)		(0.06	)		(0.01	)
Net realized and unrealized gain (loss)		1.57			2.27			(1.56	)		1.79			3.00			3.72
Net increase (decrease) from investment operations		1.59			2.27			(1.59	)		1.75			2.94			3.71
Distributions from net realized gain(c)		(0.60	)		(0.03	)		(1.21	)		(1.76	)		(3.51	)		(1.73	)
Net asset value, end of period	$	15.05		$	14.06		$	11.82		$	14.62		$	14.63		$	15.20
Total Return:(d)
Based on net asset value		11.58	%(e)		19.17	%		(11.66	)%		13.44	%		21.70	%		30.95	%
Ratios to Average Net Assets:(f)
Total expenses(g)		1.49	%(h)(i)(j)		1.28	%(k)		1.23	%		1.14	%		1.14	%		1.26	%
Total expenses after fees waived(g)		0.68	%(i)		0.91	%(k)		1.23	%		1.14	%		1.14	%		1.26	%
Net investment income (loss)(g)		0.25	%(i)		(0.01	)%		(0.23	)%		(0.28	)%		(0.41	)%		(0.04	)%
Supplemental Data:
Net assets, end of period (000)	$	55,076		$	51,435		$	58,948		$	73,608		$	74,962		$	65,186
Portfolio turnover rate of the Master Portfolio		53	%		105	%		115	%		140	%		152	%		165	%

^(a)  Based on average shares outstanding.

^(b)  Amount is greater than $(0.005) per share.

^(c)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Where applicable, assumes the reinvestment of distributions.

^(e)  Aggregate total return.

^(f) Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

^(g)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

	Six Months Ended 11/30/17 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Master Portfolio fees waived		0.26	%		0.21	%		0.16	%		0.16	%		0.16	%		0.01	%

^(h)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses would have been 1.19%.

⁽ⁱ⁾  Annualized.

^(j)  Reorganization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.80%.

^(k)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses and total expenses after fees waived would have been 1.20% and 0.83%, respectively.

See notes to financial statements.

FUND FINANCIAL HIGHLIGHTS 23

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Small Cap Growth Fund II (continued)
	Investor A
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Net asset value, beginning of period	$	13.21		$	11.13		$	13.83		$	13.93		$	14.63		$	12.81
Net investment loss(a)		(0.00	)(b)		(0.03	)		(0.06	)		(0.07	)		(0.13	)		(0.05	)
Net realized and unrealized gain (loss)		1.48			2.14			(1.48	)		1.70			2.88			3.57
Net increase (decrease) from investment operations		1.48			2.11			(1.54	)		1.63			2.75			3.52
Distributions from net realized gain(c)		(0.60	)		(0.03	)		(1.16	)		(1.73	)		(3.45	)		(1.70	)
Net asset value, end of period	$	14.09		$	13.21		$	11.13		$	13.83		$	13.93		$	14.63
Total Return:(d)
Based on net asset value		11.48	%(e)		18.92	%		(11.91	)%		13.24	%		21.08	%		30.45	%
Ratios to Average Net Assets:(f)
Total expenses(g)		1.64	%(h)(i)(j)		1.51	%(k)		1.46	%		1.36	%		1.62	%		1.62	%
Total expenses after fees waived(g)		0.93	%(i)		1.14	%(k)		1.46	%		1.36	%		1.62	%		1.62	%
Net investment loss(g)		(0.02	)%(i)		(0.24	)%		(0.47	)%		(0.49	)%		(0.88	)%		(0.34	)%
Supplemental Data:
Net assets, end of period (000)	$	64,536		$	66,166		$	58,236		$	76,423		$	80,144		$	73,799
Portfolio turnover rate of the Master Portfolio		53	%		105	%		115	%		140	%		152	%		165	%

^(a)  Based on average shares outstanding.

^(b)  Amount is greater than $(0.005) per share.

^(c)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(d)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(e)  Aggregate total return.

^(f)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

^(g)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

	Six Months Ended 11/30/17 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Master Portfolio fees waived		0.26	%		0.21	%		0.16	%		0.16	%		0.16	%		0.02	%

^(h)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses would have been 1.35%.

⁽ⁱ⁾  Annualized.

^(j)  Reorganization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.94%.

^(k)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses and total expenses after fees waived would have been 1.43% and 1.06%, respectively.

See notes to financial statements.

24 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Small Cap Growth Fund II (continued)
	Investor C
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Net asset value, beginning of period	$	10.46		$	8.89		$	11.23		$	11.71		$	12.79		$	11.44
Net investment loss(a)		(0.04	)		(0.10	)		(0.13	)		(0.15	)		(0.19	)		(0.15	)
Net realized and unrealized gain (loss)		1.16			1.70			(1.19	)		1.38			2.47			3.15
Net increase (decrease) from investment operations		1.12			1.60			(1.32	)		1.23			2.28			3.00
Distributions from net realized gain(b)		(0.60	)		(0.03	)		(1.02	)		(1.71	)		(3.36	)		(1.65	)
Net asset value, end of period	$	10.98		$	10.46		$	8.89		$	11.23		$	11.71		$	12.79
Total Return:(c)
Based on net asset value		11.04	%(d)		17.95	%		(12.66	)%		12.24	%		20.24	%		29.31	%
Ratios to Average Net Assets:(e)
Total expenses(f)		2.57	%(g)(h)(i)		2.41	%(j)		2.34	%		2.29	%		2.30	%		2.52	%
Total expenses after fees waived(f)		1.68	%(h)		1.96	%(j)		2.34	%		2.29	%		2.30	%		2.52	%
Net investment loss(f)		(0.76	)%(h)		(1.06	)%		(1.35	)%		(1.42	)%		(1.55	)%		(1.29	)%
Supplemental Data:
Net assets, end of period (000)	$	15,045		$	17,208		$	32,252		$	44,179		$	45,686		$	43,649
Portfolio turnover rate of the Master Portfolio		53	%		105	%		115	%		140	%		152	%		165	%

^(a)  Based on average shares outstanding.

^(b)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

^(d)  Aggregate total return.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

^(f)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

	Six Months Ended 11/30/17 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Master Portfolio fees waived		0.26	%		0.21	%		0.16	%		0.16	%		0.16	%		0.02	%

^(g)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses would have been 2.28%.

^(h)  Annualized.

⁽ⁱ⁾  Reorganization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 2.86%.

^(j)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses and total expenses after fees waived would have been 2.33% and 1.88%, respectively.

See notes to financial statements.

FUND FINANCIAL HIGHLIGHTS 25

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Small Cap Growth Fund II (continued)
	Class R
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Net asset value, beginning of period	$	12.00		$	10.14		$	12.67		$	12.95		$	13.80		$	12.19
Net investment loss(a)		(0.02	)		(0.06	)		(0.08	)		(0.10	)		(0.12	)		(0.08	)
Net realized and unrealized gain (loss)		1.34			1.95			(1.35	)		1.55			2.70			3.38
Net increase (decrease) from investment operations		1.32			1.89			(1.43	)		1.45			2.58			3.30
Distributions from net realized gain(b)		(0.60	)		(0.03	)		(1.10	)		(1.73	)		(3.43	)		(1.69	)
Net asset value, end of period	$	12.72		$	12.00		$	10.14		$	12.67		$	12.95		$	13.80
Total Return:(c)
Based on net asset value		11.30	%(d)		18.60	%		(12.13	)%		12.84	%		21.07	%		30.05	%
Ratios to Average Net Assets:(e)
Total expenses(f)		1.94	%(g)(h)(i)		1.74	%(j)		1.72	%		1.73	%		1.67	%		1.89	%
Total expenses after fees waived(f)		1.18	%(h)		1.39	%(j)		1.72	%		1.73	%		1.67	%		1.89	%
Net investment loss(f)		(0.26	)%(h)		(0.49	)%		(0.72	)%		(0.86	)%		(0.92	)%		(0.60	)%
Supplemental Data:
Net assets, end of period (000)	$	20,649		$	20,009		$	19,308		$	24,581		$	29,585		$	30,932
Portfolio turnover rate of the Master Portfolio		53	%		105	%		115	%		140	%		152	%		165	%

^(a)  Based on average shares outstanding.

^(b)  Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)  Where applicable, assumes the reinvestment of distributions.

^(d)  Aggregate total return.

^(e)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment loss.

^(f)  Includes the Fund’s share of the Master Portfolio’s allocated fees waived of:

	Six Months Ended 11/30/17 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Master Portfolio fees waived		0.26	%		0.21	%		0.16	%		0.16	%		0.16	%		0.01	%

^(g)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses would have been 1.64%.

^(h)  Annualized.

⁽ⁱ⁾  Reorganization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 2.24%.

^(j)  Includes reorganization costs associated with the Fund’s reorganization. Without these costs, total expenses and total expenses after fees waived would have been 1.66% and 1.31%, respectively.

See notes to financial statements.

26 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements   (unaudited)

1. ORGANIZATION

BlackRock Funds^SM (the “Trust”) and BlackRock Series, Inc. (the “Corporation”) are each registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open end management investment company. The Trust is organized as a Massachusetts business trust. The Corporation is organized as a Maryland corporation. BlackRock Advantage Small Cap Core Fund (“Advantage Small Cap Core Fund”), a series of the Trust, and BlackRock Small Cap Growth Fund II (“Small Cap Growth Fund II”), a series of the Corporation (collectively, the “Funds” or individually, a “Fund”), are each classified as diversified. 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, 2017, 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	(a)	None
Investor C Shares	No		Yes		None

^(a)  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.

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:

Investment Transactions and Income Recognition: For Advantage 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.

Segregation and Collateralization: In cases where Advantage Small Cap Core Fund enters into certain investments (e.g., futures contracts) that would be treated as “senior securities” for 1940 Act purposes, Advantage 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, Advantage 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.

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

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 their relative net assets or other appropriate methods.

Advantage 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. Advantage Small Cap Core Fund may incur charges on certain uninvested cash balances and overdrafts, subject to certain conditions.

NOTESTO FINANCIAL STATEMENTS 27

Notes to Financial Statements  (continued)

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Advantage 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 Advantage 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. Advantage 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 Advantage Small Cap Core Fund’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at the official closing 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.

• Advantage 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”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that Advantage 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. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

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 Advantage 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 approaches that are used by third party pricing services utilize 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.

28 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

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. Valuation 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 Advantage 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 Advantage Small Cap Core Fund is calculating its NAV. This factor may result in a difference between the value of the investment and the price Advantage 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 techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

• Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that Advantage 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 Advantage Small Cap Core Fund’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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 techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with Advantage 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, 2017, certain investments of Advantage Small Cap Core Fund were valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

Securities Lending: Advantage 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 Advantage 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 Advantage 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 Advantage Small Cap Core Fund and any additional required collateral is delivered to Advantage Small Cap Core Fund, or excess collateral returned by Advantage Small Cap Core Fund, on the next business day. During the term of the loan, Advantage 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 Advantage 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 Advantage 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, Advantage 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 Advantage 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.

NOTESTO FINANCIAL STATEMENTS 29

Notes to Financial Statements  (continued)

As of period end, the following table is a summary of Advantage 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 Received(a)			Net Amount(b)
Credit Suisse Securities (USA) LLC	$	60,615	$	(60,615	)	$	—
Deutsche Bank Securities, Inc		37,910		(33,450	)		4,460
Morgan Stanley & Co. LLC		575,368		(573,392	)		1,976
		$673,893		$(667,457	)		$6,436

^(a)  Cash collateral with a value of $668,971 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.

^(b)  The market value of the loaned securities is determined as of November 30, 2017. Additional collateral is delivered to the Fund on the next business day in accordance with the MSLA. The net amount would be subject to the borrower default indemnity in the event of default by the counterparty.

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, Advantage 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. Advantage Small Cap Core Fund could incur 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

Advantage Small Cap Core Fund engages in various portfolio investment strategies using derivative contracts both to increase the returns of Advantage 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 or over-the-counter.

Futures Contracts: Futures contracts are purchased or sold 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 Advantage 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, Advantage 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, Advantage 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 Advantage Small Cap Core Fund, entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (in such capacity, the “Manager”), Advantage 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 Advantage Small Cap Core Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of Advantage Small Cap Core Fund.

30 2017 BLACK ROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

For such services, Advantage 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 Advantage 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 shareholders.

For the six months ended November 30, 2017, 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
Advantage Small Cap Core Fund	$	23,900	$	4,382	$	—	$	28,282
Small Cap Growth Fund II	$	81,766	$	80,019	$	50,352	$	212,137

Administration: The Trust, on behalf of Advantage 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 Advantage 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, 2017, the following table shows the class specific administration fees borne directly by each share class of Advantage Small Cap Core Fund:

Institutional		Investor A		Investor C		Class K		Total
$	11,300	$	1,912	$	87	$	6,087	$	19,386

NOTESTO FINANCIAL STATEMENTS 31

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. For the six months ended November 30, 2017, the Funds did not pay any amount to affiliates in return for these services.

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, 2017, 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
Advantage Small Cap Core Fund	$	58	$	211	$	92	$	—	$	361
Small Cap Growth Fund II	$	96	$	534	$	290	$	85	$	1,005

For the six months ended November 30, 2017 the following table shows the class specific transfer agent fees borne directly by each share class of each Fund:

	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage Small Cap Core Fund		$16,601		$14,467		$  1,155		$ 34		$       —		$  32,257
Small Cap Growth Fund II		$76,560		$72,507		$30,548		$ —		$24,389		$204,004

Other Fees: For the six months ended November 30, 2017, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of Advantage Small Cap Core Fund’s Investor A Shares of $1,409 and Small Cap Growth Fund II’s Investor A Shares of $3,151.

For the six months ended November 30, 2017, affiliates received CDSCs in the amount of $39 and $210 for Advantage Small Cap Core Fund’s Investor A and Investor C Shares and $12 and $351 for Small Cap Growth Fund II’s Investor A Shares and Investor C Shares, respectively.

Expense Limitations, Waivers, Reimbursements and Recoupments: With respect to each Fund, the Manager/Administrator 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 each Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:

	Institutional			Investor A			Investor C			Class K			Class R
Advantage Small Cap Core Fund		0.50	%		0.75	%		1.50	%		0.45	%		N/A
Small Cap Growth Fund II		0.68	%		0.93	%		1.68	%		N/A			1.18	%

The Manager/Administrator has agreed not to reduce or discontinue these contractual expense limitations through September 30, 2018 for Advantage Small Cap Core Fund and through September 30, 2019 for Small Cap Growth Fund II. This contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees/directors of the Trust/Corporation who are not “interested persons” of the applicable Fund, as defined in the 1940 Act (“Independent Trustees” or “Independent Directors”, as applicable), or by a vote of a majority of the outstanding voting securities of a Fund. For the six months ended November 30, 2017, the Manager/Administrator waived and/ or reimbursed $213,342 and $514,584 for Advantage Small Cap Core Fund and Small Cap Growth Fund II, respectively, which is included in fees waived and/or reimbursed by the Manager/Administrator on the Statements of Operations.

These amounts waived and/or reimbursed are included in fees waived and/or reimbursed by the Manager/Administrator, administration fees waived, administration fees waived — class specific and transfer agent fees waived and/or reimbursed — class specific, respectively, in the Statements of Operations. Class specific expense waivers and/or reimbursements are as follows:

Administration Fees Waived	Institutional		Investor A		Investor C		Class K		Total
Advantage Small Cap Core Fund	$	1,301	$	1,912	$	87	$	6,087	$	9,387

Transfer Agent Fees Waived and/or Reimbursed	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage Small Cap Core Fund		$       —		$  9,777		$     931		$ 34		$       —		$  10,742
Small Cap Growth Fund II		$75,494		$66,469		$30,544		$ —		$24,018		$196,525

With respect to Advantage Small Cap Core Fund, the Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees Advantage Small Cap Core Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”). The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation caps, will be reduced by the amount of the affiliated money market fund waiver. This amount is included in fees waived and/or reimbursed by the Manager/Administrator in the Statements of Operations. For the six months ended November 30, 2017, the amount waived was $1,287.

The Manager contractually agreed to waive its investment advisory fee with respect to any portion of Advantage Small Cap Core Fund’s assets invested in affiliated equity and fixed-income mutual funds or affiliated exchange-traded funds that have a contractual management fee through September 30, 2018. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of Advantage Small Cap Core Fund. For the six months ended November 30, 2017, there were no fees waived by the Manager.

32 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

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 II’s average daily net assets through September 30, 2019. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors or by a vote of a majority of the outstanding voting securities of Small Cap Growth Fund II. The amount waived is included in administration fees waived in the Statements of Operations. For the six months ended November 30, 2017, the Fund contractually waived $107,127.

With respect to the contractual expense limitation, if during a Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver and/or reimbursement from the Manager/Administrator, are less than the current expense limitation for that share class, the Manager/Administrator is entitled to be reimbursed by such share class up to the lesser of: (a) the amount of fees waived and/or expenses reimbursed during those prior two fiscal years under the agreement and (b) an amount not to exceed either the current expense limitation of that share class or the expense limitation of the share class in effect at the time that the share class received the applicable waiver and/or reimbursement, provided that:

(1) each Fund, of which the share class is a part, has more than $50 million in assets for the fiscal year, and

(2) the Manager/Administrator or an affiliate continues to serve as a Fund’s investment adviser or administrator.

This repayment applies only to the contractual expense limitation on net expenses and does not apply to the contractual investment advisory fee waiver described above or any voluntary waivers that may be in effect from time to time.

On November 30, 2017, the fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

	Expiring May 31,
	2018		2019		2020
Advantage Small Cap Core Fund
Fund Level	$	236,691	$	373,661	$	213,342
Institutional		1,345		3,999		1,301
Investor A		7,417		6,335		11,689
Investor C		1,035		1,088		1,018
Class K		7		3,441		6,121
Small Cap Growth Fund II
Fund Level		—		182,396		514,584
Institutional		—		73,437		75,494
Investor A		—		69,018		66,469
Investor C		—		49,415		30,544
Class R		—		25,460		24,018

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for Advantage Small Cap Core Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. Advantage 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 Advantage Small Cap Core Fund. The private investment company in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value withdrawn or temporarily restrict withdrawals for up to 10 business days during a 90 day period, in the event that the private investment company’s weekly liquid assets fall below certain thresholds.

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. Advantage 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 such agreement, Advantage 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, Advantage 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 Advantage Small Cap Core Fund is shown as securities lending income — affiliated — net in the Statements of Operations. For the six months ended November 30, 2017, Advantage Small Cap Core Fund paid BIM $6,657 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, each Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by each Fund’s investment policies and restrictions. Advantage Small Cap Core Fund is currently permitted to borrow and lend and Small Cap Growth Fund II is currently permitted to borrow under the Interfund Lending Program.

NOTESTO FINANCIAL STATEMENTS 33

Notes to Financial Statements  (continued)

A lending BlackRock fund may lend in aggregate up to 15% of its net assets, but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the six months ended November 30, 2017, the Funds did not participate in the Interfund Lending Program.

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

7. PURCHASES AND SALES

For the six months ended November 30, 2017, purchases and sales of investments, excluding short-term securities, were $256,695,522 and $109,438,083 respectively, for Advantage Small Cap Core Fund.

8. INCOME TAX INFORMATION

It is each Fund’s 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 its taxable income to its shareholders. Therefore, no U.S. 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 each Fund’s U.S. federal tax returns generally remains open for each of the four years ended May 31, 2017. The statutes of limitations on each Fund’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, 2017, 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, 2017, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S federal income tax purposes for Advantage Small Cap Core Fund were as follows:

Tax cost	$270,242,101
Gross unrealized appreciation	$27,807,180
Gross unrealized depreciation	(5,537,731)
Net unrealized appreciation	$22,269,449

9. BANK BORROWINGS

The Trust/Corporation, on behalf of a Fund, 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 2018 unless extended or renewed. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statements of Operations. 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, 2017, the Funds did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, Advantage Small Cap Core Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject Advantage Small Cap Core Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations.

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. Advantage 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.

34 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements   (continued)

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. Advantage 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 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 Advantage 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 Advantage Small Cap Core Fund may lose value, regardless of the individual results of the securities and other instruments in which Advantage Small Cap Core Fund invests.

The price Advantage Small Cap Core Fund could receive upon the sale of any particular portfolio investment may differ from Advantage 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 technique 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 Advantage 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 Advantage Small Cap Core Fund, and Advantage Small Cap Core Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Advantage 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, Advantage 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. Advantage 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 Advantage Small Cap Core Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of Advantage 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 Advantage 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 Advantage 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, Advantage 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 Advantage Small Cap Core Fund.

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/17						Year Ended 05/31/17
Advantage Small Cap Core Fund	Shares			Amount			Shares			Amount
Institutional
Shares sold		7,002,376		$	91,725,038			3,696,519		$	44,291,315
Shares issued in reinvestment of distributions		110,779			1,456,743			14,880			185,077
Shares redeemed		(518,838	)		(6,969,146	)		(226,852	)		(2,807,568	)
Net increase		6,594,317		$	86,212,635			3,484,547		$	41,668,824
Investor A
Shares sold		5,464,078		$	73,928,675			342,866		$	4,326,120
Shares issued in reinvestment of distributions		9,403			123,274			1,755			21,953
Shares redeemed		(751,468	)		(10,162,741	)		(141,882	)		(1,774,754	)
Net increase		4,722,013		$	63,889,208			202,739		$	2,573,319
Investor C
Shares sold		23,655		$	304,546			52,069		$	633,937
Shares issued in reinvestment of distributions		790			10,200			118			1,455
Shares redeemed		(11,034	)		(142,647	)		(31,265	)		(370,768	)
Net increase		13,411		$	172,099			20,922		$	264,624

NOTESTO FINANCIAL STATEMENTS 35

Notes to Financial Statements   (continued)

	Six Months Ended 11/30/17						Year Ended 05/31/17
Advantage Small Cap Core Fund (continued)	Shares			Amount			Shares			Amount
Class K
Shares sold		3,032		$	39,567			4,589,825		$	60,034,693
Shares issued in reinvestment of distributions		53			703			—			—
Shares redeemed		(292	)		(3,929	)		(776	)		(10,128	)
Net increase		2,793		$	36,341			4,589,049		$	60,024,565
Total Net Increase		11,332,534		$	150,310,283			8,297,257		$	104,531,332
Small Cap Growth Fund II
Institutional
Shares sold		322,345		$	4,564,392			965,539		$	12,840,286
Shares issued in reinvestment of distributions		128,392			1,807,763			5,729			77,801
Shares redeemed		(449,404	)		(6,399,786	)		(2,301,758	)		(29,762,602	)
Net increase (decrease)		1,333		$	(27,631	)		(1,330,490	)	$	(16,844,515	)
Investor A
Shares sold and automatic conversion of shares		308,515		$	4,147,352			1,405,700		$	18,085,959
Shares issued in reinvestment of distributions		204,999			2,703,968			8,855			113,073
Shares redeemed		(939,446	)		(12,643,232	)		(1,638,909	)		(20,278,807	)
Net decrease		(425,932	)	$	(5,791,912	)		(224,354	)	$	(2,079,775	)
Investor C
Shares sold		38,539		$	402,401			237,198		$	2,335,620
Shares issued in reinvestment of distributions		83,832			864,309			6,771			68,713
Shares redeemed		(397,044	)		(4,163,423	)		(2,226,842	)		(22,588,843	)
Net decrease		(274,673	)	$	(2,896,713	)		(1,982,873	)	$	(20,184,510	)
Class R
Shares sold		205,866		$	2,519,196			536,520		$	6,121,837
Shares issued in reinvestment of distributions		82,445			982,742			3,806			44,226
Shares redeemed		(332,333	)		(4,055,455	)		(777,773	)		(8,818,943	)
Net decrease		(44,022	)	$	(553,517	)		(237,447	)	$	(2,652,880	)
Total Net Decrease		(743,294	)	$	(9,269,773	)		(3,775,164	)	$	(41,761,680	)

At November 30, 2017, 496,000 Institutional Shares, 2,000 Investor A Shares, 2,000 Investor C Shares and 4,607,399 Class K Shares of Advantage Small Cap Core Fund were owned by BlackRock HoldCo 2, Inc., an affiliate of Advantage Small Cap Core Fund.

36 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

12. SUBSEQUENT EVENTS

Management’s evaluation of the impact of all subsequent events on the Fund’s financial statements was completed through the date the financial statements were issued and the following items were noted:

The Funds paid net investment income, short-term capital gain and long-term capital gain distributions in the following amounts per share on December 5, 2017 to shareholders of record on December 1, 2017:

	Net Investment Income		Short-Term Capital Gain		Long-Term Capital Gain
Advantage Small Cap Core Fund
Institutional	$	0.058204	$	0.083470	$	0.019139
Investor A		0.052148		0.083470		0.019139
Investor C		—		0.071280		0.019139
Class K		0.061111		0.083470		0.019139
Small Cap Growth Fund II
Institutional		—		0.245245		0.495506
Investor A		—		0.222818		0.495506
Investor C		—		0.177787		0.495506
Class R		—		0.208827		0.495506

NOTESTO FINANCIAL STATEMENTS 37

Master Portfolio Information  as of November 30, 2017

BlackRock Master Small Cap Growth Portfolio

TEN LARGEST HOLDINGS

	Percent of Net Assets
Catalent, Inc.		2	%
Entegris, Inc.		2
Masimo Corp.		2
Insperity, Inc.		2
Universal Forest Products, Inc.		2
Applied Industrial Technologies, Inc.		2
PS Business Parks, Inc.		2
Essent Group Ltd.		2
Medidata Solutions, Inc.		2
CSG Systems International, Inc.		1

SECTOR ALLOCATION

	Percent of Net Assets
Information Technology		25	%
Health Care		22
Industrials		19
Consumer Discretionary		13
Financials		7
Materials		4
Real Estate		4
Consumer Staples		2
Telecommunication Services		2
Energy		1
Utilities		1
Short-Term Securities		1
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.

38 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited) November 30, 2017 BlackRock Master Small Cap Growth Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks — 99.6%
Aerospace & Defense — 1.8%
Curtiss-Wright Corp.		15,821	$	1,964,968
Engility Holdings, Inc.(a)		1,669		48,718
HEICO Corp., Class A		9,883		750,120
Vectrus, Inc.(a)		595		19,177
				2,782,983
Airlines — 1.1%
Hawaiian Holdings, Inc.		40,532		1,748,956
Auto Components — 2.0%
LCI Industries		1,695		221,876
Modine Manufacturing Co.(a)		999		22,877
Stoneridge, Inc.(a)		1,694		38,657
Tenneco, Inc.		28,489		1,692,531
Tower International, Inc.		35,234		1,134,535
				3,110,476
Banks — 2.1%
Central Pacific Financial Corp.		39,830		1,282,526
First Connecticut Bancorp, Inc.		814		21,612
QCR Holdings, Inc.		1,083		49,168
Sandy Spring Bancorp, Inc.		2,925		115,216
Union Bankshares Corp.		2		75
Wintrust Financial Corp.		21,084		1,767,893
				3,236,490
Beverages — 0.1%
Primo Water Corp.(a)		6,531		85,621
Biotechnology — 7.9%
Aduro Biotech, Inc.(a)		9,023		85,719
Aimmune Therapeutics, Inc.(a)		1,212		46,298
Akebia Therapeutics, Inc.(a)		16,084		250,267
AMAG Pharmaceuticals, Inc.(a)		2,849		39,744
Amicus Therapeutics, Inc. a)		14,906		207,492
AnaptysBio, Inc.(a)		1,229		103,297
Applied Genetic Technologies Corp.(a)		17,048		63,930
Arena Pharmaceuticals, Inc.(a)		938		29,069
Array BioPharma, Inc.(a)		17,287		194,479
aTyr Pharma, Inc.(a)		25,671		100,117
Avexis, Inc.(a)		2,195		208,108
BioCryst Pharmaceuticals, Inc.(a)		7,395		37,567
BioSpecifics Technologies Corp.(a)		3,600		161,640
Bluebird Bio, Inc.(a)		1,749		302,227
Blueprint Medicines Corp.(a)		3,654		274,269
Calithera Biosciences, Inc.(a)		14,281		149,951
ChemoCentryx, Inc.(a)		23,684		153,946
Clovis Oncology, Inc.(a)		4,808		302,279
CytomX Therapeutics, Inc.(a)		12,199		252,519
Deciphera Pharmaceuticals, Inc.(a)		825		16,385
Emergent BioSolutions, Inc.(a)		6,322		277,725
Enanta Pharmaceuticals, Inc.(a)		3,066		152,258
Enzon Pharmaceuticals, Inc.		102,008		31,827
EPIRUS Biopharmaceuticals, Inc.(a)		6,060		27
Exact Sciences Corp.(a)		19,532		1,161,763
Exelixis, Inc.(a)		4,992		135,183
FibroGen, Inc.(a)		12,658		601,255
Genomic Health, Inc.(a)		7,613		230,598
Global Blood Therapeutics, Inc.(a)		1,938		76,454
Halozyme Therapeutics, Inc.(a)		25,397		474,162
Ignyta, Inc.(a)		5,633		92,381
Immune Design Corp.(a)		10,534		43,189
Insmed, Inc.(a)		4,655		145,189
Insys Therapeutics, Inc.(a)		10,283		54,500
Intellia Therapeutics, Inc.(a)		4,424		99,628
Invitae Corp.(a)		4,202		36,725
Ironwood Pharmaceuticals, Inc.(a)		29,338		506,667
Jounce Therapeutics, Inc.(a)		6,371		100,407
Ligand Pharmaceuticals, Inc.(a)		4,044		533,201

Security	Shares		Value
Biotechnology (continued)
Loxo Oncology, Inc.(a)		1,478	$	113,437
Mersana Therapeutics, Inc.(a)		2,093		39,767
MiMedx Group, Inc.(a)(b)		28,064		324,700
Myriad Genetics, Inc.(a)		4,826		167,124
Natera, Inc.(a)		4,056		39,465
PDL BioPharma, Inc.(a)		50,341		146,492
Pfenex, Inc.(a)		16,861		41,478
Portola Pharmaceuticals, Inc.(a)		4,791		243,143
Prothena Corp. PLC(a)		1,241		57,694
Puma Biotechnology, Inc.(a)		3,627		384,099
Ra Pharmaceuticals, Inc.(a)		9,671		137,908
Radius Health, Inc.(a)		297		8,408
Recro Pharma, Inc.(a)		2,528		24,370
REGENXBIO, Inc.(a)		6,584		185,010
Repligen Corp.(a)		9,627		341,277
Retrophin, Inc.(a)		6,708		151,198
Sage Therapeutics, Inc.(a)		4,034		372,782
Sangamo Therapeutics, Inc.(a)		22,105		358,101
Sarepta Therapeutics, Inc.(a)		4,175		232,422
Spark Therapeutics, Inc.(a)		1,898		138,991
Spectrum Pharmaceuticals, Inc.(a)		7,859		154,036
Ultragenyx Pharmaceutical, Inc.(a)		2,908		146,825
United Therapeutics Corp.(a)		660		85,793
Vanda Pharmaceuticals, Inc.(a)		17,407		244,568
Veracyte, Inc.(a)		21,781		147,675
vTv Therapeutics, Inc., Class A(a)		2		8
Xencor, Inc.(a)		11,929		258,979
				12,278,192
Building Products — 2.5%
Apogee Enterprises, Inc.		9,827		491,645
Builders FirstSource, Inc.(a)		36,236		739,214
Continental Building Products, Inc.(a)		7,205		201,020
Ply Gem Holdings, Inc.(a)		8,083		143,877
Trex Co., Inc.(a)		25		2,944
Universal Forest Products, Inc.		59,391		2,325,752
				3,904,452
Capital Markets — 1.7%
Evercore, Inc., Class A		2,802		243,354
Houlihan Lokey, Inc.		8,302		370,601
Moelis & Co., Class A		41,592		1,992,257
				2,606,212
Chemicals — 1.9%
AdvanSix, Inc.(a)		8,102		348,791
Ferro Corp.(a)		7,463		189,187
Ingevity Corp.(a)		9,231		734,695
Innospec, Inc.		6,201		442,751
Koppers Holdings, Inc.(a)		3,560		177,644
Kraton Corp.(a)		2,305		108,450
Sensient Technologies Corp.		9,191		712,578
Stepan Co.		3,062		254,483
				2,968,579
Commercial Services & Supplies — 2.1%
ARC Document Solutions, Inc.(a)		84,872		234,247
Brink’s Co.		15,605		1,261,664
InnerWorkings, Inc.(a)		21,226		230,302
Interface, Inc.		5,496		137,125
Kimball International, Inc., Class B		12,211		226,392
Quad/Graphics, Inc.		3,021		68,003
Steelcase, Inc., Class A		14,957		227,346
Tetra Tech, Inc.		17,644		882,200
				3,267,279
Communications Equipment — 1.4%
Ciena Corp.(a)		12,792		278,226
Extreme Networks, Inc.(a)		21,943		281,968
InterDigital, Inc.		16,628		1,265,391

SCHEDULES OF INVESTMENTS 39

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Master Small Cap Growth Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Communications Equipment (continued)
NETGEAR, Inc.(a)		1,941	$	99,961
Ubiquiti Networks, Inc.(a)(b)		3,143		210,047
				2,135,593
Construction & Engineering — 1.8%
Argan, Inc.		6,248		368,632
Comfort Systems U.S.A., Inc.		27,908		1,198,649
MasTec, Inc.(a)		26,595		1,192,786
Primoris Services Corp.		757		21,188
				2,781,255
Consumer Finance — 1.1%
Consumer Portfolio Services, Inc.(a)		22,811		93,525
Enova International, Inc.(a)		29,483		437,823
Green Dot Corp., Class A(a)		19,651		1,214,432
				1,745,780
Diversified Consumer Services — 1.4%
Capella Education Co.		4,002		341,371
Carriage Services, Inc.		2,567		65,767
Collectors Universe, Inc.		7,911		228,549
Grand Canyon Education, Inc.(a)		15,325		1,455,262
K12, Inc.(a)		2,167		35,842
Weight Watchers International, Inc.(a)		2,317		102,110
				2,228,901
Diversified Telecommunication Services — 1.1%
Cogent Communications Holdings, Inc.		36,991		1,733,028
Electric Utilities — 0.8%
Portland General Electric Co.		25,220		1,251,921
Electrical Equipment — 0.1%
Generac Holdings, Inc.(a)		1,606		78,967
Electronic Equipment, Instruments & Components — 2.9%
Benchmark Electronics, Inc.(a)		4,202		128,161
Control4 Corp.(a)		1,288		42,813
Insight Enterprises, Inc.(a)		19,187		748,293
KEMET Corp.(a)		10,178		156,945
Novanta, Inc.(a)		4,025		193,602
PC Connection, Inc.		3,439		94,263
Rogers Corp.(a)		4,684		754,592
SYNNEX Corp.		14,456		1,968,907
Vishay Intertechnology, Inc.		15,162		332,048
				4,419,624
Energy Equipment & Services — 1.2%
Exterran Corp.(a)		12,352		378,465
Pioneer Energy Services Corp.(a)		18,005		37,811
ProPetro Holding Corp.(a)		77,424		1,453,248
				1,869,524
Equity Real Estate Investment Trusts (REITs) — 3.7%
DiamondRock Hospitality Co.		41,903		468,895
First Industrial Realty Trust, Inc.		9,909		322,538
PS Business Parks, Inc.		16,389		2,172,526
Retail Opportunity Investments Corp.		13,969		273,373
Rexford Industrial Realty, Inc.		1,741		54,615
Ryman Hospitality Properties, Inc.		5,435		377,624
Summit Hotel Properties, Inc.		5,369		81,126
Terreno Realty Corp.		51,501		1,936,438
				5,687,135
Food & Staples Retailing — 0.7%
Performance Food Group Co.(a)		35,755		1,060,136
Food Products — 0.4%
Dean Foods Co.		57,181		638,140

Security	Shares		Value
Gas Utilities — 0.2%
Southwest Gas Holdings, Inc.		3,452	$	296,665
Health Care Equipment & Supplies — 5.4%
AtriCure, Inc.(a)		12,507		231,380
Cantel Medical Corp.		10,678		1,136,993
Cutera, Inc.(a)		16,445		675,067
Exactech, Inc.(a)		49		2,056
Globus Medical, Inc., Class A(a)		11,020		418,870
Inogen, Inc.(a)		9,511		1,224,446
Insulet Corp.(a)		1,184		84,928
LeMaitre Vascular, Inc.		15,137		498,461
Masimo Corp.(a)		27,753		2,465,577
Merit Medical Systems, Inc.(a)		5,980		259,831
Neogen Corp.(a)		3,765		315,884
Orthofix International NV(a)		3,456		187,384
RTI Surgical, Inc.(a)		59,350		284,880
SeaSpine Holdings Corp.(a)		14,073		138,760
Wright Medical Group NV(a)		21,423		520,793
				8,445,310
Health Care Providers & Services — 2.3%
Chemed Corp.		2,195		539,838
CorVel Corp.(a)		2,295		126,799
Diplomat Pharmacy, Inc.(a)		1,878		33,616
HealthSouth Corp.		663		33,117
LHC Group, Inc.(a)		20,094		1,321,582
Tivity Health, Inc.(a)		3,870		142,416
WellCare Health Plans, Inc.(a)		6,457		1,375,276
				3,572,644
Health Care Technology — 2.0%
Medidata Solutions, Inc.(a)		31,967		2,130,281
Quality Systems, Inc.(a)		20,312		293,102
Vocera Communications, Inc.(a)		23,185		679,320
				3,102,703
Hotels, Restaurants & Leisure — 2.8%
Bloomin’ Brands, Inc.		25,967		557,511
Bravo Brio Restaurant Group, Inc.(a)		9,089		19,541
Cheesecake Factory, Inc.		10,574		518,549
J. Alexander’s Holdings, Inc.(a)		19,728		200,239
La Quinta Holdings, Inc.(a)		15,144		269,715
Papa John’s International, Inc.		18,896		1,104,660
Planet Fitness, Inc., Class A(a)		584		18,904
Ruth’s Hospitality Group, Inc.		19,479		417,825
Texas Roadhouse, Inc.		8,386		428,273
Vail Resorts, Inc.		3,425		771,173
				4,306,390
Household Durables — 2.4%
Bassett Furniture Industries, Inc.		406		15,590
Beazer Homes U.S.A., Inc.(a)		3,415		72,261
Century Communities, Inc.(a)		11,432		358,393
GoPro, Inc., Class A(a)		3,759		32,102
iRobot Corp.(a)		16,378		1,123,858
Taylor Morrison Home Corp., Class A(a)		60,577		1,463,540
TopBuild Corp.(a)		7,242		492,384
William Lyon Homes, Class A(a)		4,464		133,206
ZAGG, Inc.(a)		4,579		93,641
				3,784,975
Household Products — 0.2%
Central Garden & Pet Co.(a)		7,600		301,188
Insurance — 0.5%
James River Group Holdings Ltd.		18,896		764,910

40 2017 BLACK ROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Master Small Cap Growth Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Internet & Direct Marketing Retail — 0.4%
Nutrisystem, Inc.		8,166	$	414,425
PetMed Express, Inc.		4,313		169,717
U.S. Auto Parts Network, Inc.(a)		6,284		14,830
				598,972
Internet Software & Services — 4.9%
Appfolio, Inc., Class A(a)		6,462		278,835
Box, Inc., Class A(a)		36,857		775,103
Care.com, Inc.(a)		3,858		73,186
CommerceHub, Inc., Series A(a)		7,104		162,397
CommerceHub, Inc., Series C(a)		2,291		49,165
Cornerstone OnDemand, Inc.(a)		23,419		865,800
Five9, Inc.(a)		25,644		628,534
Limelight Networks, Inc.(a)		112,423		546,376
MongoDB, Inc., (Acquired 10/20/17, cost $501,728)(a)(c)(d)		15,000		411,545
MongoDB, Inc.(a)		7,213		205,787
New Relic, Inc.(a)		6,902		388,445
NIC, Inc.		67,987		1,128,584
Q2 Holdings, Inc.(a)		535		22,390
QuinStreet, Inc.(a)		101,173		1,081,539
Shutterstock, Inc.(a)		2,432		103,336
Telaria, Inc.(a)		3,240		13,090
Wix.com Ltd.(a)		3,912		214,769
Yelp, Inc.(a)		15,780		702,999
YuMe, Inc.		5,899		21,000
				7,672,880
IT Services — 2.4%
Convergys Corp.		24,566		606,289
CSG Systems International, Inc.		44,715		2,051,971
Everi Holdings, Inc.(a)		27,365		223,025
Hackett Group, Inc.		41,296		674,364
Unisys Corp.(a)		26,305		203,864
				3,759,513
Leisure Products — 1.2%
Brunswick Corp.		5,907		326,952
Malibu Boats, Inc., Class A(a)		29,296		915,793
MCBC Holdings, Inc.(a)		27,219		642,368
				1,885,113
Life Sciences Tools & Services — 1.4%
Cambrex Corp.(a)		7,800		381,030
Enzo Biochem, Inc.(a)		19,528		191,570
Harvard Bioscience, Inc.(a)		43,539		143,679
INC Research Holdings, Inc., Class A(a)		10,680		409,044
Luminex Corp.		9,474		202,365
Medpace Holdings, Inc.(a)		1,244		41,438
NanoString Technologies, Inc.(a)		10,363		79,277
PRA Health Sciences, Inc.(a)		8,985		740,094
				2,188,497
Machinery — 5.4%
Alamo Group, Inc.		12,446		1,468,006
Altra Industrial Motion Corp.		6,390		310,554
Briggs & Stratton Corp.		31,815		792,194
Global Brass & Copper Holdings, Inc.		2,179		75,393
Greenbrier Cos., Inc.		3,056		152,800
Harsco Corp.(a)		22,325		402,966
Kadant, Inc.		16,360		1,673,628
Meritor, Inc.(a)		44,892		1,121,402
Mueller Water Products, Inc., Class A		154,779		1,933,190
Rexnord Corp.(a)		6,033		150,342
Watts Water Technologies, Inc., Class A		3,122		232,277
				8,312,752

Security	Shares		Value
Media — 0.9%
Central European Media Enterprises Ltd., Class A(a)		23,084	$	114,266
Entravision Communications Corp., Class A		90,993		641,501
Harte-Hanks, Inc.(a)		23,153		22,713
Meredith Corp.		9,456		644,426
				1,422,906
Metals & Mining — 0.9%
Materion Corp.		1,537		75,159
Ryerson Holding Corp.(a)		3,585		33,161
Schnitzer Steel Industries, Inc., Class A		13,793		402,756
Worthington Industries, Inc.		19,952		830,003
				1,341,079
Multiline Retail — 0.3%
Big Lots, Inc.		6,494		383,795
Ollie’s Bargain Outlet Holdings, Inc.(a)		1,870		88,732
				472,527
Oil, Gas & Consumable Fuels — 0.1%
Eclipse Resources Corp.(a)		18,506		45,895
EP Energy Corp., Class A(a)(b)		19,419		34,760
Evolution Petroleum Corp.		6,847		47,929
Northern Oil and Gas, Inc.(a)		4,159		7,070
Pacific Ethanol, Inc.(a)		5,703		25,664
				161,318
Paper & Forest Products — 0.9%
Boise Cascade Co.		7,629		293,717
Louisiana-Pacific Corp.(a)		41,584		1,148,134
				1,441,851
Personal Products — 0.8%
Inter Parfums, Inc.		14,415		638,585
Medifast, Inc.		7,785		533,506
Natural Health Trends Corp.(b)		1,235		22,168
				1,194,259
Pharmaceuticals — 3.3%
Aerie Pharmaceuticals, Inc.(a)		1,001		64,314
Catalent, Inc.(a)		66,728		2,655,107
Corcept Therapeutics, Inc.(a)		74,642		1,339,077
Juniper Pharmaceuticals, Inc.(a)		14,605		71,565
Nektar Therapeutics(a)		12,343		666,399
Phibro Animal Health Corp., Class A		2,031		70,476
Prestige Brands Holdings, Inc.(a)		5,344		241,549
				5,108,487
Professional Services — 2.1%
CRA International, Inc.		4,753		214,836
Forrester Research, Inc.		1,152		53,510
Insperity, Inc.		19,773		2,331,237
Kforce, Inc.		862		22,412
RPX Corp.		25,567		337,229
WageWorks, Inc.(a)		3,945		253,072
				3,212,296
Road & Rail — 0.4%
Covenant Transportation Group, Inc., Class A(a)		495		14,830
Marten Transport Ltd.		6,691		134,824
Saia, Inc.(a)		5,648		371,638
Werner Enterprises, Inc.		1,390		53,098
YRC Worldwide, Inc.(a)		5,514		67,932
				642,322

SCHEDULES OF INVESTMENTS 41

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Master Small Cap Growth Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Semiconductors & Semiconductor Equipment — 5.9%
Advanced Energy Industries, Inc.(a)		21,281	$	1,595,437
Alpha & Omega Semiconductor Ltd.(a)		25,847		455,166
Brooks Automation, Inc.		15,485		385,422
Cabot Microelectronics Corp.		10,062		969,172
Cirrus Logic, Inc.(a)		8,838		488,211
Diodes, Inc.(a)		1,163		34,076
Entegris, Inc.		81,383		2,465,905
Microsemi Corp.(a)		22,414		1,184,580
MKS Instruments, Inc.		1,179		111,180
Monolithic Power Systems, Inc.		6,409		758,505
Power Integrations, Inc.		1,767		138,710
Semtech Corp.(a)		13,915		473,806
Ultra Clean Holdings, Inc.(a)		4,444		93,235
Xcerra Corp.(a)		6,828		67,665
				9,221,070
Software — 6.6%
A10 Networks, Inc.(a)		58,497		469,146
Barracuda Networks, Inc.(a)		3,625		100,231
Bottomline Technologies, Inc.(a)		26,885		896,077
Imperva, Inc.(a)		19,700		812,625
MicroStrategy, Inc., Class A(a)		10,733		1,467,845
Paylocity Holding Corp.(a)		8,961		413,461
Proofpoint, Inc.(a)		13,593		1,224,050
RingCentral, Inc., Class A(a)		38,920		1,835,078
Silver Spring Networks, Inc.(a)		1,471		23,639
Varonis Systems, Inc.(a)		39,633		1,993,540
Verint Systems, Inc.(a)		17,467		764,181
Zendesk, Inc.(a)		729		24,502
Zix Corp.(a)		41,959		184,620
				10,208,995
Specialty Retail — 0.8%
Aaron’s, Inc.		9,315		351,362
Asbury Automotive Group, Inc.(a)		3,777		248,527
Big 5 Sporting Goods Corp.(b)		42,190		318,535
Citi Trends, Inc.		4,324		111,516
Haverty Furniture Cos., Inc.		11,315		273,257
				1,303,197
Technology Hardware, Storage & Peripherals — 0.1%
Pure Storage, Inc., Class A(a)		10,358		191,416
Textiles, Apparel & Luxury Goods — 0.7%
Culp, Inc.		8,620		276,702
Perry Ellis International, Inc.(a)		3,131		76,616
Steven Madden Ltd.(a)		16,494		705,119
				1,058,437
Thrifts & Mortgage Finance — 1.6%
Essent Group Ltd.(a)		48,796		2,159,223
First Defiance Financial Corp.		4,638		251,983
Walker & Dunlop, Inc.(a)		840		41,395
				2,452,601
Tobacco — 0.0%
Vector Group Ltd.		1,834		41,247
Trading Companies & Distributors — 2.1%
Applied Industrial Technologies, Inc.		36,303		2,321,577
Fortress Transportation & Infrastructure
Investors LLC		1,864		33,925
H&E Equipment Services, Inc.		2,626		97,661
MRC Global, Inc.(a)		43,342		680,903
Rush Enterprises, Inc., Class A(a)		3,495		170,241
				3,304,307
Water Utilities — 0.0%
SJW Group		642		43,739

Security	Shares		Value
Wireless Telecommunication Services — 0.8%
Boingo Wireless, Inc.(a)		52,595	$	1,299,097
Total Common Stocks — 99.6% (Cost: $130,125,407)				154,732,907
Preferred Stocks — 0.5%
Household Durables — 0.0%
AliphCom:
Series 6 (Acquired 6/03/14, cost $0)(a)(c)(d)		2,066		—
Series 8 (Acquired 8/31/15, cost $294,992)(a)(c)(d)		49,410		—
				—
Software — 0.5%
Illumio Inc., Series C (Acquired 3/10/15, cost $250,317) (a)(c)(d)		77,790		240,371
Palantir Technologies, Inc., Series I (Acquired 2/06/14, cost $500,000) (a)(c)(d)		81,566		462,479
				702,850
Total Preferred Stocks — 0.5% (Cost: $1,045,309)				702,850
Rights — 0.0%
Biotechnology — 0.0%
Dyax Corp. - CVR (a)(c)		35,077		80,326
Pharmaceuticals — 0.0%
Durata Therapeutics, Inc.—CVR(a)(c)		1,930		—
Total Rights — 0.0% (Cost: $ — )				80,326
Total Long-Term Investments — 100.1% (Cost: $131,170,716)				155,516,083
Short-Term Securities — 1.3%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.96% (e)(g)		1,472,170		1,472,170
SL Liquidity Series, LLC, Money Market Series, 1.33% (e)(f)(g)		535,334		535,334
Total Short-Term Investments — 1.3% (Cost: $2,007,509)				2,007,504
Total Investments — 101.4% (Cost: $133,178,225)				157,523,587
Liabilities in Excess of Other Assets — (1.4)%				(2,162,899	)
Net Assets — 100.0%			$	155,360,688

42 2017 BLACK ROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Schedule of Investments  (unaudited) (continued) November 30, 2017 BlackRock Master Small Cap Growth Portfolio

^(a)  Non-income producing security.

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

^(c)  Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy.

^(d)  Restricted security as to resale, excluding 144A securities. The Master Portfolio held restricted securities with a current value of $1,114,395, representing 0.7% of its net assets as of period end, and an original cost of $1,547,037.

^(e)  Annualized 7-day yield as of period end.

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

^(g)  During the period ended November 30, 2017, 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 05/31/17		Net Activity			Shares Held at 11/30/17		Value at 11/30/17		Income			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, T-Fund, Institutional Class		1,188,100		284,070			1,472,170	$	1,472,170	$	5,819		$	—		$	—
SL Liquidity Series, LLC, Money Market Series		593,847		(58,513	)		535,334		535,334		26,879	(a)		(102	)		(61	)
								$	2,007,504	$	32,698		$	(102	)	$	(61	)

^(a)  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.

Portfolio Abbreviation

CVR     Contingent Value Rights

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
Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation
Long Contracts
Russell 2000 E-Mini Index		20		December 2017	$	1,545	$	61,750

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 appreciation	(a)	$	—	$	—	$	61,750	$	—	$	—	$	—	$	61,750

^(a)  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, 2017, 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	$	—	$	—	$	108,913	$	—	$	—	$	—	$	108,913
Net Change in Unrealized Appreciation on:
Futures contracts	$	—	$	—	$	79,991	$	—	$	—	$	—	$	79,991

Average Quarterly Balances of Outstanding Derivative Financial Instruments:

Futures contracts:
Average notional value of contracts — long	$	1,615,340

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

SCHEDULES OF INVESTMENTS 43

Schedule of Investments  (unaudited) (continued) November 30, 2017 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
Investments
Assets
Long-Term Investments
Common Stocks(a)	$	154,321,362	$	411,545	$	—	$	154,732,907
Preferred Stocks(a)		—		—		702,850		702,850
Rights(a)		—		—		80,326		80,326
Short-Term Securities		1,472,170		—		—		1,472,170
Subtotal	$	155,793,532	$	411,545	$	783,176	$	156,988,253
Investments Valued at NAV(b)								535,334
Total Investments							$	157,523,587
Derivative Financial Instruments(c)
Assets
Equity contracts	$	61,750	$	—	$	—	$	61,750

^(a)  See above Schedule of Investments for values in each industry excluding Level 2, Internet Software & Services, within the table.

^(b)  As of November 30, 2017, 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.

^(c) Derivative financial instruments are futures contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

During the six months ended November 30, 2017, there were no transfers between levels.

See notes to financial statements.

44 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Statement of Assets and Liabilities  (unaudited)

November 30, 2017

	BlackRock Master Small Cap Growth Portfolio
ASSETS
Investments at value — unaffiliated (including securities loaned at value of $ 531,813) (cost — $131,170,716)	$	155,516,083
Investments at value — affiliated (cost — $2,007,509)		2,007,504
Cash pledged for futures contracts		60,000
Receivables:
Investments sold — unaffiliated		704,675
Securities lending income — affiliated		4,354
Dividends — affiliated.		1,115
Dividends — unaffiliated		81,338
Variation margin on futures contracts		4,200
Total assets		158,379,269
LIABILITIES
Cash collateral on securities loaned at value		535,324
Payables:
Investments purchased — unaffiliated		690,643
Directors’ fees		2,832
Investment advisory fees		55,714
Other accrued expenses		66,974
Other affiliates		976
Withdrawals to investors		1,666,118
Total liabilities		3,018,581
NET ASSETS	$	155,360,688
NET ASSETS CONSIST OF
Investors’ capital	$	130,953,576
Net unrealized appreciation		24,407,112
NET ASSETS	$	155,360,688

See notes to financial statements.

FINANCIAL STATEMENTS 45

Statements of Operations  (unaudited)

Six Months Ended November 30, 2017

	BlackRock Master Small Cap Growth Portfolio
INVESTMENT INCOME
Dividends — affiliated.	$	5,819
Dividends — unaffiliated		670,983
Securities lending income — affiliated — net		26,879
Total investment income		703,681
EXPENSES
Investment advisory		541,562
Custodian		30,514
Professional		15,901
Accounting services		19,452
Directors		5,490
Printing		2,593
Miscellaneous		11,116
Total expenses.		626,628
Less fees waived by the Manager		(201,609	)
Total expenses after fees waived		425,019
Net investment income.		278,662
NET REALIZED AND UNREALIZED GAIN
Net realized gain (loss) from:
Investments — unaffiliated		9,986,811
Investments — affiliated		(102	)
Futures contracts.		108,913
		10,095,622
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		6,559,514
Investments — affiliated		(61	)
Futures contracts.		79,991
		6,639,444
Net realized and unrealized gain		16,735,066
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	17,013,728

See notes to financial statements.

46 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Statements of Changes in Net Assets

	BlackRock Master Small Cap Growth Portfolio
INCREASE (DECREASE) IN NET ASSETS:	Six Months Ended 11/30/2017 (unaudited)			Year Ended 05/31/2017
OPERATIONS
Net investment income	$	278,662		$	484,011
Net realized gain		10,095,622			16,739,370
Net change in unrealized appreciation		6,639,444			11,999,057
Net increase in net assets resulting from operations		17,013,728			29,222,438
CAPITAL TRANSACTIONS
Proceeds from contributions.		11,633,341			39,383,702
Value of withdrawals		(28,264,700	)		(82,599,696	)
Net decrease in net assets derived from capital transactions		(16,631,359	)		(43,215,994	)
NET ASSETS
Total increase (decrease) in net assets		382,369			(13,993,556	)
Beginning of period		154,978,319			168,971,875
End of period	$	155,360,688		$	154,978,319

Financial Highlights

	BlackRock Master Small Cap Growth Portfolio
	Six Months Ended 11/30/2017 (unaudited)			Year Ended May 31,
				2017			2016			2015			2014			2013
Total Return:
Total return		11.65	%(a)		19.49	%		(11.09	)%		14.11	%		22.22	%		31.47	%
Ratios to Average Net Assets:
Total expenses.		0.81	%(b)		0.81	%		0.81	%		0.79	%		0.80	%		0.79	%
Total expenses after fees waived		0.55	%(b)		0.60	%		0.65	%		0.63	%		0.64	%		0.77	%
Net investment income		0.36	%(b)		0.30	%		0.34	%		0.23	%		0.10	%		0.47	%
Supplemental Data:
Net assets, end of period (000)	$	155,361		$	154,978		$	168,972		$	219,344		$	231,888		$	216,189
Portfolio turnover rate		53	%		105	%		115	%		140	%		152	%		165	%

^(a)  Aggregate total return.

^(b)  Annualized.

See notes to financial statements.

FINANCIAL STATEMENTS 47

Notes to Financial Statements  (unaudited)

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:

Investment Transactions and Income Recognition: 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.

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.

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 closing 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.

• 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 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

48 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. 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 pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

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 approaches that are used by third party pricing services utilize 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. Valuation 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 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 techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

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

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

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

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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.

NOTESTO FINANCIAL STATEMENTS 49

Notes to Financial Statements  (continued)

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

As of November 30, 2017, certain investments of the Master Portfolio were valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

Preferred Stocks: 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, 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 Received (a)			Net Amount
Goldman Sachs & Co.	$	207,173	$	(207,173	)	$	—
Merrill Lynch, Pierce, Fenner & Smith		56,693		(56,350	)		343
Morgan Stanley & Co. LLC		19,745		(19,745	)		—
National Financial Services LLC		226,541		(225,170	)		1,371
UBS Securities LLC		21,661		(21,661	)		—
	$	531,813	$	(530,099	)	$	1,714

^(a)  Cash collateral with a value of $535,324 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.

^(b)  The market value of the loaned securities is determined as of November 30, 2017. Additional collateral is delivered to the Master Portfolio on the next business day in accordance with the MSLA. The net amount would be subject to the borrower default indemnity in the event of default by the counterparty.

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

50 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

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 incur 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 or OTC.

Futures Contracts: Futures contracts are purchased or sold 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 the Master Portfolio 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, 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 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 0.26% of its investment advisory fees as a percentage of the Master Portfolio’s average daily net assets until September 30, 2019. 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, 2017, the Manager waived $201,152 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 (the “affiliated money market fund waiver”). The amount of waivers of fees and expenses made pursuant to the expense limitation caps, will be reduced by the amount of the affiliated money market fund waiver. This amount is included in fees waived by the Manager in the Statement of Operations. For the six months ended November 30, 2017, the amount waived was $457.

The Manager contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’s assets invested in affiliated equity and fixed-income mutual funds or affiliated exchange-traded funds that have a contractual management fee through September 30, 2019. 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, 2017, there were no fees waived by the Manager.

For the six months ended November 30, 2017, the Master Portfolio reimbursed the Manager $923 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

NOTESTO FINANCIAL STATEMENTS 51

Notes to Financial Statements  (continued)

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. The private investment company in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value withdrawn or temporarily restrict withdrawals for up to 10 business days during a 90 day period, in the event that the private investment company’s weekly liquid assets fall below certain thresholds.

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

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the six months ended November 30, 2017, the Master Portfolio paid BIM $6,720 for securities lending agent services.

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

7. PURCHASES AND SALES

For the six months ended November 30, 2017, purchases and sales of investments, excluding short-term securities, were $81,412,769 and $96,185,700, 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 U.S. 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, 2017, gross unrealized appreciation and depreciation, for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

Tax cost	$	134,044,375
Gross unrealized appreciation	$	29,183,109
Gross unrealized depreciation		(5,642,147	)
Net unrealized appreciation	$	23,540,962

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 2018 unless extended or renewed. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statement of Operations. 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, 2017, 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 or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations.

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.

52 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Notes to Financial Statements  (continued)

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 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 technique 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.

NOTESTO FINANCIAL STATEMENTS 53

Director/Trustee and Officer Information

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

Susan J. Carter, Director/Trustee

Collette Chilton, Director/Trustee

Neil A. Cotty, Director/Trustee

Cynthia A. Montgomery, 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

Barbara G. Novick, Director/Trustee

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

Thomas Callahan, Vice President^(a)

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

^(a) BlackRock Funds^SM

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Transfer Agent

BNY Mellon Investment

Servicing (US) Inc.

Wilmington, DE 19809

Custodians

Brown Brothers Harriman & Co.^(a)

Boston, MA 02109

The Bank of New York Mellon^(b)

New York, NY 10286

Independent Registered Public Accounting

Firm

Deloitte & Touche LLP

Philadelphia, PA 19103

Distributor

BlackRock Investments, LLC

New York, NY 10022

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Funds

100 Bellevue Parkway

Wilmington, DE 19809

^(a) For BlackRock Master Small Cap Growth Portfolio.

^(b) For BlackRock Advantage Small Cap Core Fund.

54 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

Additional Information

Proxy Results

At the Special Meeting of Shareholders of BlackRock Small Cap Growth Fund II, a series of BlackRock Series, Inc., held on November 27, 2017, shareholders were asked to vote on the following proposal:

Proposal 1. To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”), and to instruct the BlackRock Master Small Cap Growth Portfolio (the “Master Target Fund”) to approve the Reorganization Agreement, pursuant to which, as detailed in the Reorganization Agreement, (i) the Master Target Fund would transfer substantially all of its assets to the Fund in exchange for the assumption by the Fund of certain stated liabilities of the Master Target Fund and the surrender by the Fund of all its limited liability company interests in the Master Target Fund; (ii) the Master Target Fund would then be terminated; and (iii) the Fund would then transfer substantially all of its assets, including the assets it acquired from the Master Target Fund, to BlackRock Advantage Small Cap Growth Fund (the “Acquiring Fund”), a series of BlackRock Funds, in exchange for the assumption by the Acquiring Fund of certain stated liabilities of the Fund and newly-issued shares of the Acquiring Fund, which shares would then be distributed by the Fund to you on a pro rata basis in complete liquidation of the Fund.

With respect to this Proposal, the shares of the Fund were voted as follows:
For	Against	Abstain
5,569,217	120,344	292,807

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.

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.

ADDITIONAL INFORMATION 55

Additional Information  (continued)

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.

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.

56 2017 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS

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.

SC2-11/17-SAR

Item 2 –	Code of Ethics – During the period covered by this report, the code of ethics was amended to clarify an inconsistency as to whom persons covered by the code should report suspected violations of the code. The amendment clarifies that such reporting should be made to BlackRock Advisors, LLC’s General Counsel, and retains the alternative option of anonymous reporting following “whistleblower” policies. Other non-material changes were also made in connection with this amendment. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-441-7762.
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 –	Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable
Item 13 –	Exhibits attached hereto
	(a)(1) – Code of Ethics – Not Applicable to this semi-annual report
	(a)(2) – Certifications – Attached hereto
	(a)(3) – Not Applicable
	(a)(4) – Not Applicable
	(b) – Certifications – Attached hereto

2

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

BlackRock Funds
By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of BlackRock Funds
Date:	February 2, 2018
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 2, 2018
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of BlackRock Funds
Date:	February 2, 2018

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