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^SM

BlackRock Total Emerging Markets Fund

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer,
BlackRock Funds^SM, 55 East 52^nd Street, New York, NY 10055

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

Date of fiscal year end: 04/30/2021

Date of reporting period: 10/31/2020

Item 1 – Report to Stockholders

OCTOBER 31, 2020

2020 Semi-Annual Report

(Unaudited)

BlackRock Funds^SM

· BlackRock Total Emerging Markets Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call (800) 441-7762 to inform BlackRock that you wish to continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors or their affiliates, or all funds held with your financial intermediary, as applicable.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by: (i) accessing the BlackRock website at www.blackrock.com/edelivery and logging into your accounts, if you hold accounts directly with BlackRock, or (ii) contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The 12-month reporting period as of October 31, 2020 has been a time of sudden change in global financial markets, as the emergence and spread of the coronavirus (or “COVID-19”) led to a vast disruption in the global economy and financial markets. Prior to the outbreak of the virus, U.S. equities and bonds both delivered solid returns, despite fears and doubts about the economy that were ultimately laid to rest with unprecedented monetary stimulus and a sluggish yet resolute performance from the U.S. economy. But as the threat from the coronavirus became more apparent throughout February and March 2020, countries around the world took economically disruptive countermeasures. Stay-at-home orders and closures of non-essential businesses became widespread, many workers were laid off, and unemployment claims spiked, causing a global recession and a sharp fall in equity prices.

After markets hit their lowest point of the reporting period in late March 2020, a steady recovery ensued, as businesses began to re-open and governments learned to adapt to life with the virus. Equity prices continued to rise throughout the summer, fed by strong fiscal and monetary support and improving economic indicators. Many equity indices neared or surpassed all-time highs in early September 2020 before retreating amid concerns about a second wave of infections. In the United States, large-capitalization stocks advanced, outperforming small-capitalization stocks, which declined marginally during the reporting period. International equities from developed economies declined, significantly lagging emerging market stocks, which rebounded sharply.

During the market downturn, the performance of different types of fixed-income securities initially diverged due to a reduced investor appetite for risk. U.S. Treasuries benefited from the risk-off environment, and posted solid returns, as the 10-year U.S. Treasury yield (which is inversely related to bond prices) touched an all-time low. In the corporate bond market, support from the U.S. Federal Reserve (the “Fed”) assuaged credit concerns and both investment-grade and high-yield bonds recovered to post positive returns.

The Fed took an accommodative monetary stance in late 2019 to support slowing economic growth. After the coronavirus outbreak, the Fed instituted two emergency interest rate cuts, pushing short-term interest rates close to zero. To stabilize credit markets, the Fed also implemented a new bond-buying program, as did several other central banks around the world, including the European Central Bank and the Bank of Japan.

Looking ahead, while coronavirus-related disruptions have clearly hindered worldwide economic growth, we believe that the global expansion is likely to continue as economic activity resumes. Several risks remain, however, including a potential resurgence of the coronavirus amid loosened restrictions, policy fatigue among governments already deep into deficit spending, and structural damage to the financial system from lengthy economic interruptions.

Overall, we favor a moderately positive stance toward risk, and in particular toward credit given the extraordinary central bank measures taken in recent months. This support extends beyond investment-grade corporates and into high-yield, leading to attractive opportunities in that end of the market. We believe that international diversification and a focus on sustainability can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments. We remain neutral on equities overall while favoring emerging market stocks and tilting toward the quality factor for its resilience.

In this environment, our view is that 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 October 31, 2020
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	13.29%	9.71%
U.S. small cap equities (Russell 2000® Index)	18.13	(0.14)
International equities (MSCI Europe, Australasia, Far East Index)	8.57	(6.86)
Emerging market equities (MSCI Emerging Markets Index)	20.96	8.25
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	0.06	0.92
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(1.63)	8.92
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)	1.27	6.19
Tax-exempt municipal bonds (S&P Municipal Bond Index)	4.87	3.55
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	10.73	3.42
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

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Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		7
Disclosure of Expenses		7
Derivative Financial Instruments		7
Financial Statements:
Consolidated Schedule of Investments		8
Consolidated Statement of Assets and Liabilities		21
Consolidated Statement of Operations		23
Consolidated Statements of Changes in Net Assets		24
Consolidated Financial Highlights		25
Notes to Consolidated Financial Statements		28
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements		38
Additional Information		42
Glossary of Terms Used in this Report		44

3

Fund Summary  as of October 31, 2020 BlackRock Total Emerging Markets Fund

Investment Objective

BlackRock Total Emerging Markets Fund’s (the “Fund”) investment objective is to seek total return.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended October 31, 2020, the Fund outperformed its custom blended benchmark, MSCI Emerging Markets Index (60%)/JPMorgan Emerging Markets Bond Index Plus (40%).

What factors influenced performance?

The period was characterized by a high degree of uncertainty as economies started to emerge from the lockdown measures that were instituted in the spring. Asia was the first region to re-open in the wake of COVID-19, leading to a stronger recovery in its economy and equity markets. The Fund navigated this environment well, outperforming the benchmark through a combination of asset allocation and security selection.

The majority of the Fund’s outperformance came from stock selection in Asia. Sentiment measures, which positioned the portfolio to benefit from the reopening theme, were key contributors. Specifically, a model that captures trends in the text of market participant commentaries performed well by leading to an overweight in India technology stocks. A local China A shares model also delivered strong gains due to expectations that the country would experience an economic recovery. The model benefited from the domestic focus of stocks in the China A share universe. Environmental, social and governance (“ESG”)-related measures also provided differentiated returns and partially offset weakness from broader quality insights. A recently added insight that looks to capture investor flows into ESG-focused positions was a top performer, with gains in China and Taiwan. In addition, macro thematic insights were strong performers across industry and style positioning. With respect to the former, an industry model led to successful overweight positions in healthcare and communications services stocks in India and China, respectively. Additionally, style positions that were motivated by taking the opposite views from generic quantitative investors performed well.

Despite overall strength in the Fund’s equity allocation, certain aspects of the stock selection model struggled. Defensive measures were notable detractors even at a time of heightened market volatility. Specifically, a preference for lower-risk securities hurt results in Asia as stocks rallied on the prospects for an economic recovery. Similarly, fundamental stock selection — which seeks to identify both higher quality and attractive valuations—detracted in the rising market. Looking toward balance sheet strength in China detracted from returns. Comparing company valuations across sales, which led to an underweight in South Korea’s technology sector, also hurt relative performance.

The Fund’s fixed-income allocation contributed to performance, as well. The portfolio of high-quality hard currency bonds produced gains behind an overweight in Ecuador and broader allocations to Latin America. A strategic overweight in Argentina was additive due to declining concerns about the country’s credit outlook. Positions in local currency bonds were additional contributors, led by gains for positions in South Africa and Chile. However, the Fund’s overall underweight position in South Africa detracted given that the country’s bonds performed well amid investors’ search for higher-yielding assets.

The Fund used total return swaps (a simple form of derivatives) to gain exposure to certain emerging equity markets. The Fund used derivatives as a means to achieve exposure to these markets in a more efficient manner than investing directly in equities. The Fund’s use of derivatives contributed positively to Fund performance. As derivatives required less cash used as collateral, the portfolio had a higher cash balance as of period end. Since the Fund achieved its desired exposures through the use of derivatives, the cash position had no material impact on performance.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major return drivers in its equity portfolio, and it added a number of new signals to its stock selection model. The Fund continued to build out models that are based on ESG factors, while tilting away from more generic quantitative measures. The Fund also implemented a new macro insight based on expected fiscal responses to COVID-19.

Describe portfolio positioning at period end.

Malaysia was the largest overweight in the equity portfolio, primarily through positions in the health care sector. The Fund was overweight in Brazil and Taiwan, predominantly through materials and technology stocks, respectively. The portfolio remained slightly overweight in China, driven by a preference for local China A share securities. South Korea was the Fund’s largest equity underweight due to the negative outlook for both reforms and export competitiveness. On the fixed-income side, the investment adviser continued to identify opportunities in local currency bonds in Malaysia and South Africa. The hard currency sovereign bond portfolio was underweight in Croatia and overweight in higher-quality issuers such as Hungary and Poland.

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.

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Fund Summary  as of October 31, 2020 (continued) BlackRock Total Emerging Markets Fund

Performance Summary for the Period Ended October 31, 2020

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						Since Inception(c)
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		20.15	%		8.93	%		N/A			6.61	%		N/A			2.67	%		N/A
Investor A		20.11			8.68			2.97	%		6.34			5.20	%		2.42			1.68	%
Investor C		19.55			7.87			6.87			5.54			5.54			1.65			1.65
MSCI Emerging Markets Index (60%)/JPMorgan Emerging Markets Bond Index Plus (40%)(d)		16.34			6.82			N/A			6.82			N/A			3.44			N/A
MSCI Emerging Markets Index		20.96			8.25			N/A			7.92			N/A			3.18			N/A
JPMorgan Emerging Markets Bond Index Plus		9.44			3.81			N/A			4.65			N/A			3.33			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” 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 borrowings for investment purposes in equity and debt instruments and related derivative instruments issued by, or tied economically to, companies or other issuers located in emerging markets.

^(c)  The Fund commenced operations on May 16, 2013.

^(d)  A customized weighted index comprised of the returns of the MSCI Emerging Markets Index (60%) and the JPMorgan Emerging Markets Bond Index Plus (40%). The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets and consists of 26 emerging market country indices. JPMorgan Emerging Markets Bond Index Plus is a market capitalization-weighted index that tracks returns for actively traded external debt instruments in emerging markets.

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

Past performance is not an indication 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(a)
	Beginning Account Value (05/01/20)		Ending Account Value (10/31/20)		Expenses    Paid During    the Period(b)		Beginning Account Value (05/01/20)		Ending Account Value (10/31/20)		Expenses    Paid During    the Period(b)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,201.50	$	4.72	$	1,000.00	$	1,020.92	$	4.33		0.85	%
Investor A		1,000.00		1,201.10		6.10		1,000.00		1,019.66		5.60		1.10
Investor C		1,000.00		1,195.50		10.24		1,000.00		1,015.88		9.40		1.85

^(a)  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

^(b)  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 184/365 (to reflect the six-month period shown).

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

F U N D   S U M M A R Y 5

Fund Summary  as of October 31, 2020 (continued) BlackRock Total Emerging Markets Fund

Portfolio Information

PORTFOLIO ALLOCATION

Asset Type	Percent of     Total Investments(a)
Foreign Agency Obligations		86%
Investment Companies		7
Common Stocks		6
Corporate Bonds		1

GEOGRAPHIC ALLOCATION

	Percent of    Total Investments(b)
Country/Geographic Region	Long			Short			Total
China		22	%		—	%		22	%
Taiwan		7			—			7
South Korea		7			—			7
Brazil		6			—			6
Indonesia		6			—			6
Mexico		6			—			6
Russia		6			—			6
South Africa		5			—			5
Turkey		4			—			4
United States		4			—			4
Philippines		3			—			3
Colombia		3			—			3
Chile		3			—			3
Argentina		3			—			3
Peru		2			—			2
Hungary		2			—			2
Malaysia		2			—			2
Panama		2			—			2
Poland		1			—			1
Ukraine		1			—			1
Saudi Arabia		1			—			1
Other(c)		4			—			4
		100	%		—	%		100	%

^(a)  Excludes short-term securities.

^(b)  Total investments include the gross values of long and short equity securities of the underlying derivative contracts utilized by the Fund and exclude short-term securities.

^(c)  Includes holdings within countries that are 1% or less of net assets. Please refer to the Consolidated Schedule of Investments for such countries.

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About Fund Performance BlackRock Total Emerging Markets Fund

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

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

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. These shares automatically convert to Investor A Shares after approximately ten years. Effective November 23, 2020, the automatic conversion feature will be modified to reduce the conversion period from ten years to eight years.

Past performance is not an indication of future results. Financial markets have experienced extreme volatility and trading in many instruments has been disrupted. These circumstances may continue for an extended period of time, and may continue to affect adversely the value and liquidity of the fund’s investments. As a result, current performance may be lower or higher than the performance data quoted. Refer to 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 page assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date or payable date, as applicable. 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”), the Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waivers and/or reimbursements, the Fund’s performance would have been lower. With respect to the Fund’s voluntary waiver(s), if any, the Manager is under no obligation to waive and/or reimburse or to continue waiving and/or reimbursing its fees and such voluntary waiver(s) may be reduced or discontinued at any time. With respect to the Fund’s contractual waiver(s), if any, the Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See the Notes to Consolidated Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the 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 example shown (which is based on a hypothetical investment of $1,000 invested on May 1, 2020 and held through October 31, 2020) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense example provides 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 share class under the heading entitled “Expenses Paid During the Period.”

The expense example also provides information about hypothetical account values and hypothetical expenses based on the 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 the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect transactional expenses, such as sales charges, if any. Therefore, the hypothetical example is 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

The Fund 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. The Fund’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 the Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Fund’s investments in these instruments, if any, are discussed in detail in the Notes to Consolidated Financial Statements.

A B O U T   F U N D   P E R F O R M A N C E   /   D I S C L O S U R E   O F   E X P E N S E S   /   D E R I V A T I V E   F I N A N C I A L   I N S T R U M E N T S 7

Consolidated Schedule of Investments  (unaudited) October 31, 2020 BlackRock Total Emerging Markets Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
China — 3.7%
Angel Yeast Co. Ltd., Class A		16,228	$	128,208
Anhui Conch Cement Co. Ltd., Class A		33,322		253,892
BYD Co. Ltd., Class A		10,329		246,582
Chacha Food Co. Ltd., Class A		10,502		93,370
East Money Information Co. Ltd., Class A		42,432		148,741
Guangzhou Wondfo Biotech Co. Ltd., Class A		8,140		92,706
Henan Shuanghui Investment & Development Co. Ltd., Class A		20,167		150,839
Hithink RoyalFlush Information Network Co. Ltd., Class A		9,840		199,217
Huaneng Power International Inc.		60,100		43,889
Huatai Securities Co. Ltd., Class A		59,362		181,118
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		19,024		113,115
Inspur Electronic Information Industry Co. Ltd., Class A		16,178		73,917
Jiangsu Hengrui Medicine Co. Ltd., Class A		1,800		23,954
Jiangsu Yuyue Medical Equipment & Supply Co. Ltd., Class A		22,705		104,883
Offcn Education Technology Co. Ltd., Class A		4,461		26,374
Perfect World Co. Ltd., Class A		33,450		140,463
SF Holding Co. Ltd., Class A		23,110		286,419
SG Micro Corp., Class A		1,719		69,959
Shenzhen Inovance Technology Co. Ltd., Class A		33,112		318,492
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		6,874		398,131
Suning.com Co. Ltd., Class A		57,200		83,037
Toly Bread Co. Ltd., Class A		10,460		99,551
TongFu Microelectronics Co. Ltd., Class A(a)		14,101		52,521
Weihai Guangwei Composites Co. Ltd., Class A		10,300		101,832
Wens Foodstuffs Group Co. Ltd., Class A		24,570		69,745
Westone Information Industry, Inc., Class A		31,000		85,725
Wuhu Sanqi Interactive Entertainment Network Technology Group Co. Ltd., Class A		30,164		133,792
Yintai Gold Co. Ltd., Class A		31,321		47,089
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class A		168,120		186,284
Total Common Stocks — 3.7% (Cost: $3,622,400)				3,953,845
	Par (000)
Corporate Bonds
British Virgin Islands — 0.2%
China Great Wall International Holdings III Ltd., 2.63%, 10/27/21	USD	200		202,437
China — 0.3%
China Minmetals Corp., (5 year CMT + 4.72%), 3.75%(b)(c)		200		203,250
Sinochem Overseas Capital Co. Ltd., 4.50%, 11/12/20		100		100,090
				303,340
Malaysia — 0.1%
Petroliam Nasional Bhd, 7.63%, 10/15/26		100		135,045

Security	Par (000)		Value
Philippines — 0.1%
Power Sector Assets & Liabilities Management Corp., 7.39%, 12/02/24	USD	100	$	125,188
Total Corporate Bonds — 0.7% (Cost: $738,500)				766,010
Foreign Agency Obligations
Argentina — 2.8%
Argentine Republic Government International Bond
1.00%, 07/09/29		346		141,695
0.13%, 07/09/30		2,588		938,247
0.13%, 07/09/35		3,426		1,121,926
0.13%, 01/09/38		950		352,094
0.13%, 07/09/41		1,200		406,575
				2,960,537
Brazil — 3.6%
Brazilian Government International Bond
4.88%, 01/22/21		250		252,578
2.63%, 01/05/23		200		206,812
4.25%, 01/07/25		400		433,125
6.00%, 04/07/26		440		510,675
4.63%, 01/13/28		500		541,250
7.13%, 01/20/37		500		626,875
5.63%, 01/07/41		200		219,125
5.00%, 01/27/45		400		411,375
5.63%, 02/21/47		600		657,750
				3,859,565
Chile — 3.0%
Bonos del Banco Central de Chile en UF, 3.00%, 03/01/22	CLP	2,148,064		2,964,207
Chile Government International Bond, 3.13%, 01/21/26	USD	200		219,625
				3,183,832
Colombia — 3.5%
Colombia Government International Bond
4.38%, 07/12/21		200		204,937
2.63%, 03/15/23		200		204,813
4.00%, 02/26/24		200		213,000
8.13%, 05/21/24		100		120,600
4.50%, 01/28/26		400		443,125
3.88%, 04/25/27		400		431,400
7.38%, 09/18/37		300		421,781
6.13%, 01/18/41		400		515,125
5.63%, 02/26/44		400		494,125
5.00%, 06/15/45		600		696,375
				3,745,281
Croatia — 0.2%
Croatia Government International Bond, 6.00%, 01/26/24		200		230,625
Hungary — 2.2%
Hungary Government International Bond
6.38%, 03/29/21		400		410,000
5.38%, 02/21/23		398		439,293
5.75%, 11/22/23		500		574,219
5.38%, 03/25/24		500		573,437
7.63%, 03/29/41		200		356,000
				2,352,949

8 2 0 2 0   B L A C K R O C K   S E M I - A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Indonesia — 6.8%
Indonesia Government International Bond
4.88%, 05/05/21	USD	300	$	306,281
3.75%, 04/25/22		200		208,188
3.38%, 04/15/23		400		422,625
5.88%, 01/15/24		400		458,250
4.13%, 01/15/25		400		445,000
4.75%, 01/08/26		200		231,563
4.35%, 01/08/27		200		228,438
7.75%, 01/17/38		500		770,625
5.25%, 01/17/42		200		251,125
4.63%, 04/15/43		300		350,437
6.75%, 01/15/44		400		600,000
5.13%, 01/15/45		400		501,625
5.95%, 01/08/46		200		281,625
5.25%, 01/08/47		200		260,312
Indonesia Treasury Bond, 7.00%, 05/15/27	IDR	23,913,000		1,694,757
Perusahaan Penerbit SBSN Indonesia III, 4.35%, 09/10/24	USD	200		222,750
				7,233,601
Kazakhstan — 0.2%
Kazakhstan Government International Bond, 5.13%, 07/21/25		200		232,062
Malaysia — 0.2%
Export-Import Bank of Malaysia Bhd, 2.48%, 10/20/21		200		202,500
Mexico — 7.2%
Mexican Udibonos, 4.50%, 12/04/25	MXN	31,647		1,708,296
Mexico Government International Bond
3.63%, 03/15/22	USD	300		311,344
4.00%, 10/02/23		500		543,438
3.60%, 01/30/25		400		431,125
4.13%, 01/21/26		600		667,687
4.15%, 03/28/27		400		445,200
6.75%, 09/27/34		300		401,156
6.05%, 01/11/40		500		629,375
4.75%, 03/08/44		400		442,500
5.55%, 01/21/45		350		426,672
4.60%, 01/23/46		400		433,375
4.35%, 01/15/47		600		631,312
4.60%, 02/10/48		400		432,625
5.75%, 10/12/10		200		232,625
				7,736,730
Panama — 1.7%
Panama Government International Bond
4.00%, 09/22/24		200		219,000
7.13%, 01/29/26		250		315,469
3.88%, 03/17/28		400		452,875
9.38%, 04/01/29		100		153,562
6.70%, 01/26/36		300		432,469
4.30%, 04/29/53		200		241,375
				1,814,750
Peru — 1.6%
Peruvian Government International Bond 7.35%, 07/21/25		200		255,563
4.13%, 08/25/27		300		348,281

Security	Par (000)		Value
Peru (continued)
Peruvian Government International Bond (continued)
6.55%, 03/14/37	USD	300	$	453,281
5.63%, 11/18/50		400		637,875
				1,695,000
Philippines — 3.5%
Philippine Government International Bond
4.00%, 01/15/21		100		100,594
4.20%, 01/21/24		200		221,750
5.50%, 03/30/26		200		247,000
9.50%, 02/02/30		350		572,797
7.75%, 01/14/31		300		454,031
6.38%, 01/15/32		300		422,344
6.38%, 10/23/34		550		793,891
5.00%, 01/13/37		200		260,125
3.95%, 01/20/40		200		235,312
3.70%, 03/01/41		200		228,938
3.70%, 02/02/42		200		230,187
				3,766,969
Poland — 0.9%
Poland Government International Bond
5.13%, 04/21/21		300		306,469
3.00%, 03/17/23		300		317,344
3.25%, 04/06/26		300		338,531
				962,344
Romania — 1.1%
Romanian Government International Bond
4.38%, 08/22/23		600		653,062
4.88%, 01/22/24		200		221,875
6.13%, 01/22/44		200		269,375
				1,144,312
Russia — 4.7%
Russian Foreign Bond - Eurobond
4.50%, 04/04/22		200		209,563
4.88%, 09/16/23		400		438,250
4.75%, 05/27/26		400		456,125
4.25%, 06/23/27		400		450,125
7.50%, 03/31/30		1,224		1,404,540
5.63%, 04/04/42		400		525,250
5.88%, 09/16/43		200		272,562
5.25%, 06/23/47		1,000		1,312,500
				5,068,915
South Africa — 3.2%
Republic of South Africa Government Bond - CPI Linked, 5.50%, 12/07/23	ZAR	30,395		2,046,019
Republic of South Africa Government International Bond
5.88%, 05/30/22	USD	100		105,750
4.67%, 01/17/24		300		311,812
5.88%, 09/16/25		200		218,187
4.88%, 04/14/26		200		207,438
4.30%, 10/12/28		200		194,000
5.38%, 07/24/44		200		177,188
5.00%, 10/12/46		200		168,313
				3,428,707
South Korea — 2.1%
Inflation Linked Korea Treasury Bond, 1.13%, 06/10/23	KRW	2,451,798		2,205,603

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 9

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Turkey — 4.7%
Turkey Government International Bond
5.63%, 03/30/21		USD            400	$	401,000
5.13%, 03/25/22		200		198,562
6.25%, 09/26/22		400		401,750
3.25%, 03/23/23		250		236,016
5.75%, 03/22/24		200		194,063
7.38%, 02/05/25		400		409,375
4.25%, 04/14/26		200		177,813
4.88%, 10/09/26		500		450,937
6.00%, 03/25/27		400		377,125
11.88%, 01/15/30		400		516,500
6.75%, 05/30/40		300		265,781
6.00%, 01/14/41		400		324,000
4.88%, 04/16/43		600		438,750
6.63%, 02/17/45		400		345,125
5.75%, 05/11/47		400		311,000
				5,047,797
Ukraine — 1.4%
Ukraine Government International Bond
7.75%, 09/01/23		300		311,550
7.75%, 09/01/24		100		103,281
7.75%, 09/01/26		200		202,125
7.75%, 09/01/27		100		100,688
7.38%, 09/25/32		600		574,500
7.25%, 03/15/33(d)		209		196,460
				1,488,604
Uruguay — 0.1%
Uruguay Government International Bond, 4.13%, 11/20/45		100		118,656
Total Foreign Agency Obligations — 54.7% (Cost: $57,486,362)				58,479,339

Security	Shares		Value
Investment Companies
United States — 4.3%
iShares MSCI India ETF(e)		135,518	$	4,552,050
Total Investment Companies — 4.3% (Cost: $4,168,915)				4,552,050
Total Long-Term Investments — 63.4% (Cost: $66,016,177)				67,751,244
Short-Term Securities
Money Market Funds — 31.2%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 0.01%(e)(f)(g)		33,319,683		33,319,683
Total Short-Term Securities — 31.2% (Cost: $33,319,683)				33,319,683
Total Investments — 94.6% (Cost: $99,335,860)				101,070,927
Other Assets Less Liabilities — 5.4%				5,738,360
Net Assets — 100.0%			$	106,809,287

^(a)  Non-income producing security.

^(b)  Perpetual security with no stated maturity date.

^(c)  Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available.

^(d)  Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

^(e)  Affiliate of the Fund.

^(f)  All or a portion of the security is held by a wholly-owned subsidiary. See Note 1 of the Notes to Consolidated Financial Statements for details on the wholly-owned subsidiary.

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

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six-months ended October 31, 2020 for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:

Affiliated Issuer	Value at 04/30/20		Purchases at Cost			Proceeds from Sales			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 10/31/20		Shares Held at 10/31/20		Income		Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	20,955,814	$	12,363,869	(a)	$	—		$	—		$	—	$	33,319,683		33,319,683	$	8,870	$	—
iShares MSCI India ETF		4,535,825		330,788			(1,359,424	)		(44,789	)		1,089,650		4,552,050		135,518		—		—
									$	(44,789	)	$	1,089,650	$	37,871,733			$	8,870	$	—

^(a)  Represents net amount purchased (sold).

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Short Contracts
MSCI Emerging Markets E-Mini Index		13		12/18/20	$	716	$	16,593

10 2 0 2 0   B L A C K R O C K   S E M I - A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
CAD	460,000	USD	345,087	Deutsche Bank AG		11/13/20	$	195
CHF	426,000	EUR	397,411	BNP Paribas S.A.		11/13/20		1,773
CHF	1,396,000	EUR	1,296,332	BNP Paribas S.A.		11/13/20		12,781
CHF	214,000	EUR	198,351	Citibank N.A.		11/13/20		2,391
CHF	385,000	EUR	358,757	Goldman Sachs International		11/13/20		2,075
CHF	1,707,000	EUR	1,593,875	JPMorgan Chase Bank N.A.		11/13/20		5,438
CHF	316,000	EUR	295,647	Morgan Stanley & Co. International PLC		11/13/20		321
EUR	295,993	CHF	316,000	Deutsche Bank AG		11/13/20		82
EUR	13,349	HUF	4,812,000	Goldman Sachs International		11/13/20		275
EUR	114,990	HUF	41,838,000	Goldman Sachs International		11/13/20		1,140
EUR	1,390,310	NOK	15,108,000	Citibank N.A.		11/13/20		37,069
EUR	473,643	NOK	5,122,000	Credit Suisse International		11/13/20		15,237
EUR	188,431	PLN	861,000	Citibank N.A.		11/13/20		1,997
EUR	133,016	PLN	601,000	JPMorgan Chase Bank N.A.		11/13/20		3,126
GBP	163,000	USD	210,227	JPMorgan Chase Bank N.A.		11/13/20		953
GBP	209,000	USD	270,088	JPMorgan Chase Bank N.A.		11/13/20		689
IDR	6,260,499,000	USD	422,990	BNP Paribas S.A.		11/13/20		406
JPY	73,771,000	USD	699,052	Barclays Bank PLC		11/13/20		5,648
JPY	18,309,000	USD	174,606	BNP Paribas S.A.		11/13/20		292
JPY	88,204,000	USD	838,070	BNP Paribas S.A.		11/13/20		4,501
JPY	57,975,000	USD	547,255	Citibank N.A.		11/13/20		6,553
JPY	56,100,000	USD	533,517	JPMorgan Chase Bank N.A.		11/13/20		2,380
KRW	467,582,000	USD	405,656	JPMorgan Chase Bank N.A.		11/13/20		5,488
KRW	962,303,000	USD	839,318	JPMorgan Chase Bank N.A.		11/13/20		6,834
MXN	1,198,000	USD	56,057	Goldman Sachs International		11/13/20		366
MXN	5,811,000	USD	272,285	Goldman Sachs International		11/13/20		1,400
NOK	1,062,000	EUR	95,078	Goldman Sachs International		11/13/20		484
NZD	826,000	USD	544,702	JPMorgan Chase Bank N.A.		11/13/20		1,452
PHP	8,707,000	USD	178,418	JPMorgan Chase Bank N.A.		11/13/20		903
RON	1,570,000	EUR	320,917	Goldman Sachs International		11/13/20		2,030
SEK	15,595,000	EUR	1,486,751	JPMorgan Chase Bank N.A.		11/13/20		20,830
TWD	4,211,000	USD	147,377	JPMorgan Chase Bank N.A.		11/13/20		482
TWD	7,987,000	USD	279,792	Morgan Stanley & Co. International PLC		11/13/20		653
TWD	45,753,000	USD	1,601,828	Morgan Stanley & Co. International PLC		11/13/20		4,681
USD	108,265	AUD	154,000	Barclays Bank PLC		11/13/20		13
USD	181,249	AUD	255,000	Deutsche Bank AG		11/13/20		1,999
USD	223,072	AUD	314,000	Deutsche Bank AG		11/13/20		2,348
USD	223,930	AUD	316,000	Deutsche Bank AG		11/13/20		1,800
USD	307,506	AUD	434,000	JPMorgan Chase Bank N.A.		11/13/20		2,430
USD	129,989	BRL	732,000	BNP Paribas S.A.		11/13/20		2,471
USD	194,941	CAD	256,000	BNP Paribas S.A.		11/13/20		2,784
USD	405,442	CAD	537,000	BNP Paribas S.A.		11/13/20		2,362
USD	198,804	CAD	262,000	Citibank N.A.		11/13/20		2,143
USD	342,948	CAD	452,000	Deutsche Bank AG		11/13/20		3,671
USD	119,336	CAD	158,000	JPMorgan Chase Bank N.A.		11/13/20		739
USD	365,740	CAD	481,000	Morgan Stanley & Co. International PLC		11/13/20		4,695
USD	434,814	EUR	368,000	BNP Paribas S.A.		11/13/20		6,129
USD	445,788	EUR	379,000	BNP Paribas S.A.		11/13/20		4,288
USD	813,003	EUR	692,000	BNP Paribas S.A.		11/13/20		6,887
USD	1,671,527	EUR	1,427,000	Citibank N.A.		11/13/20		9,205
USD	1,108,003	EUR	951,000	Deutsche Bank AG		11/13/20		177
USD	453,922	EUR	385,099	HSBC Bank USA N.A.		11/13/20		5,317
USD	1,258,886	EUR	1,064,000	Morgan Stanley & Co. International PLC		11/13/20		19,425
USD	1,283,814	EUR	1,091,000	Morgan Stanley & Co. International PLC		11/13/20		12,900
USD	27,668	GBP	21,339	BNP Paribas S.A.		11/13/20		21
USD	319,790	GBP	245,000	Citibank N.A.		11/13/20		2,372
USD	446,327	GBP	344,000	Deutsche Bank AG		11/13/20		646
USD	168,852	IDR	2,489,097,000	BNP Paribas S.A.		11/13/20		515
USD	136,085	INR	10,012,000	BNP Paribas S.A.		11/13/20		1,875
USD	107,686	INR	7,908,000	JPMorgan Chase Bank N.A.		11/13/20		1,680
USD	144,315	INR	10,647,000	Morgan Stanley & Co. International PLC		11/13/20		1,594
USD	237,021	INR	17,468,000	Morgan Stanley & Co.International PLC		11/13/20		2,866

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 11

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Forward Foreign Currency Exchange Contracts (continued)

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
USD	237,204	JPY	24,795,000	Deutsche Bank AG		11/13/20	$	349
USD	119,172	MXN	2,515,000	Barclays Bank PLC		11/13/20		721
USD	832,849	NZD	1,251,000	Barclays Bank PLC		11/13/20		5,685
USD	530,390	NZD	793,000	Goldman Sachs International		11/13/20		6,057
USD	2,280,044	NZD	3,437,000	Morgan Stanley & Co. International PLC		11/13/20		7,491
USD	594,911	PHP	28,877,000	JPMorgan Chase Bank N.A.		11/13/20		187
USD	548,376	RUB	42,288,000	JPMorgan Chase Bank N.A.		11/13/20		16,670
USD	1,169,958	RUB	92,260,000	Morgan Stanley & Co. International PLC		11/13/20		9,932
USD	319,450	SGD	434,000	BNP Paribas S.A.		11/13/20		1,723
USD	629,561	SGD	854,000	BNP Paribas S.A.		11/13/20		4,358
USD	457,679	SGD	620,000	Goldman Sachs International		11/13/20		3,785
USD	1,057,492	THB	32,868,000	JPMorgan Chase Bank N.A.		11/13/20		3,020
USD	215,272	TWD	6,126,000	JPMorgan Chase Bank N.A.		11/13/20		172
USD	215,803	TWD	6,145,000	JPMorgan Chase Bank N.A.		11/13/20		36
ZAR	2,102,000	USD	127,008	Morgan Stanley & Co. International PLC		11/13/20		2,009
								316,472
AUD	601,000	USD	426,510	BNP Paribas S.A.		11/13/20		(4,043	)
AUD	874,000	USD	627,613	BNP Paribas S.A.		11/13/20		(13,243	)
AUD	1,540,000	USD	1,102,170	BNP Paribas S.A.		11/13/20		(19,642	)
AUD	183,000	USD	130,428	Deutsche Bank AG		11/13/20		(1,790	)
AUD	1,772,000	USD	1,267,374	Morgan Stanley & Co. International PLC		11/13/20		(21,763	)
BRL	822,000	USD	146,920	BNP Paribas S.A.		11/13/20		(3,724	)
BRL	652,000	USD	117,892	JPMorgan Chase Bank N.A.		11/13/20		(4,311	)
BRL	673,000	USD	119,058	JPMorgan Chase Bank N.A.		11/13/20		(1,819	)
BRL	1,024,000	USD	183,773	Morgan Stanley & Co. International PLC		11/13/20		(5,388	)
CAD	685,000	USD	523,164	Citibank N.A.		11/13/20		(8,994	)
CAD	258,000	USD	195,285	JPMorgan Chase Bank N.A.		11/13/20		(1,627	)
CAD	1,926,000	USD	1,452,137	JPMorgan Chase Bank N.A.		11/13/20		(6,456	)
COP	1,378,238,000	USD	360,446	JPMorgan Chase Bank N.A.		11/13/20		(4,475	)
EUR	905,716	CHF	972,000	Citibank N.A.		11/13/20		(5,273	)
EUR	264,071	CHF	283,000	Morgan Stanley & Co. International PLC		11/13/20		(1,105	)
EUR	739,370	CHF	792,000	Morgan Stanley & Co. International PLC		11/13/20		(2,690	)
EUR	2,351,994	CHF	2,524,000	Morgan Stanley & Co. International PLC		11/13/20		(13,559	)
EUR	204,397	SEK	2,134,000	Citibank N.A.		11/13/20		(1,741	)
EUR	675,730	SEK	7,008,000	Credit Suisse International		11/13/20		(482	)
EUR	467,000	USD	548,783	BNP Paribas S.A.		11/13/20		(4,772	)
EUR	951,000	USD	1,110,381	BNP Paribas S.A.		11/13/20		(2,554	)
EUR	1,112,000	USD	1,319,793	BNP Paribas S.A.		11/13/20		(24,416	)
EUR	1,649,000	USD	1,944,257	BNP Paribas S.A.		11/13/20		(23,325	)
EUR	70,000	USD	82,833	JPMorgan Chase Bank N.A.		11/13/20		(1,289	)
GBP	945,000	USD	1,225,093	JPMorgan Chase Bank N.A.		11/13/20		(767	)
INR	11,794,000	USD	159,903	BNP Paribas S.A.		11/13/20		(1,807	)
INR	7,913,000	USD	106,762	Morgan Stanley & Co. International PLC		11/13/20		(690	)
JPY	24,795,000	USD	237,666	Citibank N.A.		11/13/20		(811	)
JPY	122,629,000	USD	1,173,254	Citibank N.A.		11/13/20		(1,836	)
KRW	283,228,000	USD	251,207	BNP Paribas S.A.		11/13/20		(2,165	)
KRW	341,176,000	USD	301,395	BNP Paribas S.A.		11/13/20		(1,399	)
MXN	6,223,000	USD	297,043	Barclays Bank PLC		11/13/20		(3,954	)
MXN	2,713,000	USD	128,787	Morgan Stanley & Co. International PLC		11/13/20		(1,011	)
NOK	5,123,000	EUR	468,244	Barclays Bank PLC		11/13/20		(8,844	)
NOK	1,392,000	EUR	126,854	Credit Suisse International		11/13/20		(1,966	)
NOK	2,141,000	EUR	196,237	Deutsche Bank AG		11/13/20		(4,336	)
NZD	1,437,000	USD	957,188	BNP Paribas S.A.		11/13/20		(7,040	)
NZD	241,000	USD	160,817	Goldman Sachs International		11/13/20		(1,467	)
NZD	557,000	USD	373,675	Morgan Stanley & Co. International PLC		11/13/20		(5,385	)
PLN	1,475,000	EUR	328,004	Morgan Stanley & Co. International PLC		11/13/20		(9,477	)
RUB	10,667,000	USD	134,379	BNP Paribas S.A.		11/13/20		(258	)
RUB	12,945,000	USD	164,006	JPMorgan Chase Bank N.A.		11/13/20		(1,243	)
RUB	23,753,000	USD	302,393	JPMorgan Chase Bank N.A.		11/13/20		(3,736	)
RUB	63,473,000	USD	814,592	Morgan Stanley & Co. International PLC		11/13/20		(16,517	)
SEK	1,561,000	EUR	150,982	Deutsche Bank AG		11/13/20		(436	)

12 2 0 2 0   B L A C K R O C K   S E M I - A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Forward Foreign Currency Exchange Contracts (continued)

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
SEK	3,158,000	EUR	305,351	Deutsche Bank AG		11/13/20	$	(771	)
SEK	12,389,000	EUR	1,200,405	JPMorgan Chase Bank N.A.		11/13/20		(5,934	)
SGD	1,961,000	USD	1,441,792	Barclays Bank PLC		11/13/20		(6,167	)
USD	345,006	CAD	460,000	Deutsche Bank AG		11/13/20		(276	)
USD	161,115	CLP	128,868,000	Barclays Bank PLC		11/13/20		(5,514	)
USD	236,643	CLP	185,720,000	Morgan Stanley & Co. International PLC		11/13/20		(3,497	)
USD	270,251	GBP	209,000	Deutsche Bank AG		11/13/20		(525	)
USD	550,159	GBP	426,000	Deutsche Bank AG		11/13/20		(1,760	)
USD	544,501	GBP	423,000	JPMorgan Chase Bank N.A.		11/13/20		(3,531	)
USD	163,819	IDR	2,423,538,000	Morgan Stanley & Co. International PLC		11/13/20		(84	)
USD	260,724	JPY	27,373,000	BNP Paribas S.A.		11/13/20		(758	)
USD	423,107	JPY	44,825,000	Citibank N.A.		11/13/20		(5,085	)
USD	744,439	JPY	78,545,000	Deutsche Bank AG		11/13/20		(5,865	)
USD	127,418	JPY	13,345,000	Morgan Stanley & Co. International PLC		11/13/20		(60	)
USD	83,719	KRW	95,995,670	BNP Paribas S.A.		11/13/20		(690	)
USD	877,987	KRW	1,000,247,000	BNP Paribas S.A.		11/13/20		(1,529	)
USD	1,159,081	KRW	1,346,134,000	JPMorgan Chase Bank N.A.		11/13/20		(24,573	)
USD	38,396	KRW	43,998,330	Morgan Stanley & Co. International PLC		11/13/20		(291	)
USD	120,834	MXN	2,601,000	HSBC Bank USA N.A.		11/13/20		(1,667	)
USD	146,680	MXN	3,120,000	JPMorgan Chase Bank N.A.		11/13/20		(265	)
USD	443,787	NZD	676,000	BNP Paribas S.A.		11/13/20		(3,186	)
USD	189,403	PHP	9,205,000	JPMorgan Chase Bank N.A.		11/13/20		(175	)
USD	159,699	ZAR	2,670,000	Citibank N.A.		11/13/20		(4,180	)
ZAR	2,014,000	USD	123,626	Citibank N.A.		11/13/20		(11	)
USD	2,847,930	CLP	2,208,000,000	Deutsche Bank AG		12/16/20		(7,048	)
USD	1,504,441	IDR	22,632,808,000	Bank of America N.A.		12/16/20		(20,273	)
USD	2,136,680	KRW	2,540,000,000	Citibank N.A.		12/16/20		(97,271	)
USD	1,709,696	MXN	37,560,000	Deutsche Bank AG		12/16/20		(52,711	)
USD	1,960,179	ZAR	33,500,000	Barclays Bank PLC		12/17/20		(87,760	)
								(595,083	)
							$	(278,611	)

Centrally Cleared Interest Rate Swaps

Paid by the Fund

Received by the Fund

Effective Date

Termination Date

Notional Amount (000)

Value

Upfront Premium Paid (Received)

Unrealized Appreciation (Depreciation)

Rate

Frequency

Rate

Frequency

3-Month JIBAR, 3.33%

Quarterly

5.51%

Quarterly

03/17/21

(a)

03/17/26

ZAR

29,400

$

21,887

$

31

$

21,856

^(a)  Forward Swap.

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 13

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

OTC Interest Rate Swaps

Paid by the Fund

Received by the Fund

Counterparty

Effective Date

Termination Date

Notional Amount (000)

Value

Upfront Premium Paid (Received)

Unrealized Appreciation (Depreciation)

Rate

Frequency

Rate

Frequency

3-Month KRW   LIBOR, 0.64%

Quarterly

1.05%

Quarterly

Bank of America N.A.

03/17/21

(a)

03/17/26

KRW

1,656,690

$

2,924

$

—

$

2,924

3-Month KLIBOR,   1.95%

Quarterly

2.06%

Quarterly

Bank of America N.A.

03/17/21

(a)

03/17/26

MYR

12,330

6,251

—

6,251

6-Month CLP   Interbank Rate,   0.00%

Semi-Annual

1.55%

Semi-Annual

Goldman Sachs Bank USA

03/17/21

(a)

03/17/26

CLP

1,107,760

4,965

—

4,965

6-Month BIBOR,   0.80%

Semi-Annual

0.96%

Semi-Annual

Goldman Sachs Bank USA

03/17/21

(a)

03/17/26

THB

42,870

10,962

—

10,962

3-Month TWD   Secondary   Bank Rate,   0.00%

Quarterly

0.66%

Quarterly

JPMorgan Chase Bank N.A.

03/17/21

(a)

03/17/26

TWD

38,720

3,843

—

3,843

$

28,945

$

—

$

28,945

^(a) Forward Swap.

OTC Total Return Swaps

Reference Entity	Payment Frequency	Counterparty (a)		Termination Date		Net Notional		Accrued Unrealized Appreciation (Depreciation)			Net Value of Reference Entity		Gross Notional Amount Net Asset Percentage
Equity Securities Long	At Termination		Goldman Sachs & Co. (b)		11/02/20 – 02/28/23	$	23,773,700	$	4,785,566	(c)	$	28,283,750		22.3	%
	At Termination		UBS AG (d)		01/12/21 – 08/26/25		25,172,668		3,427,107	(e)		28,228,525		23.6
						$	48,946,368	$	8,212,673		$	56,512,275

^(a)  The Fund receives the total return on a portfolio of long positions underlying the total return swap. In addition, the Fund pays or receives a variable rate of interest, based on a specified benchmark. The benchmark and spread are determined based upon the country and/or currency of the individual underlying positions.

^(c)  Amount includes $275,516 of net dividends and financing fees.

^(e)  Amount includes $371,250 of net dividends and financing fees.

The following are the specified benchmarks (plus or minus a range) used in determining the variable rate of interest:

	(b)	(d)
Range:	30-85 basis points	25-175 basis points
Benchmarks:	USD — 1D Overnight Fed Funds Effective Rate (FEDL01)	USD — 1D Overnight Bank Funding Rate (OBFR01)

The following table represents the individual long positions and related values of the equity securities underlying the total return swap with Goldman Sachs & Co. as of period end, termination dates November 2, 2020 to February 28, 2023:

Security	Shares		Value		% of Basket Value
Reference Entity — Long
Common Stocks
Brazil
Ambev SA		87,806	$	186,387		0.7	%
Ambev SA, ADR		19,412		41,542		0.2
B3 SA - Brasil Bolsa Balcao		20,223		179,922		0.6
Banco Bradesco SA, ADR		32,868		115,038		0.4
BRF SA		14,561		42,582		0.2
BRF SA, ADR		17,573		52,016		0.2
Cia Siderurgica Nacional SA		11,750		42,061		0.2
Cia Siderurgica Nacional SA, ADR		5,769		20,595		0.1
Fleury SA		8,193		39,052		0.1
Gerdau SA		17,874		68,100		0.2

Security	Shares		Value		% of Basket Value
Brazil (continued)
Hypera SA		13,510	$	65,690		0.2	%
Multiplan Empreendimentos Imobiliarios SA		12,481		41,263		0.1
Porto Seguro SA		2,944		24,330		0.1
Telefonica Brasil SA		19,260		141,754		0.5
TIM SA		9,105		18,804		0.1
Ultrapar Participacoes SA		22,658		64,681		0.2
Vale SA		34,534		364,422		1.3
Vale SA, ADR		35,846		378,892		1.3
				1,887,131
China
3SBio, Inc.		35,500		33,111		0.1
Agricultural Bank of China Ltd., Class H		94,000		31,980		0.1
Airtac International Group		4,000		107,683		0.4
Alibaba Group Holding Ltd.		8,800		333,466		1.2
Alibaba Group Holding Ltd., ADR		19,081		5,813,790		20.6
ANTA Sports Products Ltd.		6,000		66,607		0.2
Baidu, Inc., ADR		2,599		345,797		1.2

14 2 0 2 0   B L A C K R O C K   S E M I - A N N U A L   R E P O R T   T O   S H A R E H O L D E R S

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Security	Shares		Value		% of Basket Value
China (continued)
Bank of China Ltd., Class H		704,000	$	222,366		0.8	%
Beijing Enterprises Holdings Ltd.		76,000		228,969		0.8
BYD Co. Ltd., Class H		20,000		404,296		1.4
China Communications Services Corp. Ltd., Class H		70,000		40,786		0.1
China Construction Bank Corp., Class H		94,000		64,777		0.2
China Life Insurance Co. Ltd., Class H		71,000		154,917		0.5
China Mobile Ltd.		21,500		131,506		0.5
China Oilfield Services Ltd., Class H		24,000		14,493		0.0
China Telecom Corp. Ltd., Class H		258,000		80,989		0.3
CITIC Securities Co. Ltd., Class H		34,000		73,719		0.3
CSPC Pharmaceutical Group Ltd		32,000		33,982		0.1
Great Wall Motor Co. Ltd., Class H		46,000		74,477		0.3
Guangdong Investment Ltd.		50,000		74,155		0.3
Haitong Securities Co. Ltd., Class H		30,000		25,414		0.1
JD.com, Inc., ADR		11,218		914,491		3.2
Kingsoft Corp. Ltd.		5,000		26,896		0.1
Lenovo Group Ltd.		380,000		238,592		0.8
Meituan, Class B, Class B		10,600		395,159		1.4
NetEase, Inc., ADR		6,731		584,184		2.1
New Oriental Education & Technology Group, Inc., ADR		692		110,983		0.4
NIO, Inc., ADR		10,862		332,160		1.2
Postal Savings Bank of China Co. Ltd., Class H		42,000		20,612		0.1
TAL Education Group, ADR		3,367		223,771		0.8
Tingyi Cayman Islands Holding Corp.		138,000		252,529		0.9
Want Want China Holdings Ltd.		734,000		486,080		1.7
WuXi AppTec Co. Ltd., Class H, Class H		18,600		297,382		1.1
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H		80,000		70,633		0.2
ZTO Express Cayman, Inc., ADR		845		24,488		0.1
				12,335,240
Hungary
Richter Gedeon Nyrt		3,579		73,074		0.3
Malaysia
Nestle Malaysia Bhd		3,500		117,356		0.4
Petronas Dagangan BHD		17,900		74,219		0.3
Press Metal Aluminium Holdings BHD		17,800		23,541		0.1
Public Bank Bhd		13,000		47,167		0.2
Tenaga Nasional BHD		18,100		41,546		0.1
UWC Bhd		27,000		41,908		0.1
				345,737
Philippines
BDO Unibank, Inc.		11,360		20,802		0.1
Metropolitan Bank & Trust Co.		4		3		0.0
				20,805
Poland
Bank Polska Kasa Opieki SA		12,581		134,637		0.5
Qatar
Masraf Al Rayan QSC		124,304		144,698		0.5
Ooredoo QPSC		25,608		45,902		0.2
Qatar Islamic Bank SAQ		82,816		364,297		1.3
Qatar National Bank QPSC		24,798		118,918		0.4
				673,815
Russia
LUKOIL PJSC		745		38,085		0.1

Security	Shares		Value		% of Basket Value
Russia (continued)
Novatek PJSC, GDR		256	$	30,867		0.1	%
Tatneft PJSC		16,991		87,891		0.3
				156,843
Saudi Arabia
Al Rajhi Bank		29,068		510,006		1.8
Alinma Bank		26,084		106,019		0.4
Jarir Marketing Co.		4,660		215,213		0.8
National Commercial Bank		8,644		89,748		0.3
Samba Financial Group		16,862		123,872		0.4
Saudi Basic Industries Corp.		7,300		175,089		0.6
Saudi British Bank		13,142		83,192		0.3
				1,303,139
South Africa
Anglo American PLC		3,259		75,718		0.3
AngloGold Ashanti Ltd.		1,936		44,616		0.1
Barloworld Ltd.		11,363		39,923		0.1
Clicks Group Ltd.		15,319		222,107		0.8
Gold Fields Ltd.		4,515		48,831		0.2
Gold Fields Ltd., ADR		6,994		76,444		0.3
Naspers Ltd., N Shares		1,993		389,088		1.4
Netcare Ltd.		201,958		160,090		0.6
Shoprite Holdings Ltd.		4,711		37,318		0.1
				1,094,135
South Korea
SK Telecom Co. Ltd.		2,332		49,112		0.2
Taiwan
AU Optronics Corp.		521,000		210,423		0.7
Bizlink Holding Inc.		11,000		84,587		0.3
China Steel Corp.		179,000		127,155		0.4
CTBC Financial Holding Co. Ltd.		290,000		183,138		0.6
Faraday Technology Corp.		66,000		96,358		0.3
First Financial Holding Co. Ltd.		141,000		98,935		0.3
Gigabyte Technology Co. Ltd.		36,000		90,584		0.3
Lotes Co. Ltd.		5,000		76,443		0.3
Makalot Industrial Co. Ltd.		6,000		39,772		0.1
MediaTek, Inc.		28,000		665,567		2.4
Mega Financial Holding Co. Ltd.		113,000		108,887		0.4
Merry Electronics Co. Ltd.		19,000		93,788		0.3
Novatek Microelectronics Corp.		15,000		140,177		0.5
Parade Technologies Ltd.		10,000		382,138		1.4
President Chain Store Corp.		18,000		162,465		0.6
Quanta Computer, Inc.		77,000		194,291		0.7
Realtek Semiconductor Corp.		27,000		336,351		1.2
Sercomm Corp.		32,000		82,224		0.3
SinoPac Financial Holdings Co. Ltd.		189,000		70,754		0.3
Sunonwealth Electric Machine Industry Co. Ltd.		30,000		61,470		0.2
Taiwan Mobile Co. Ltd.		75,000		256,200		0.9
Taiwan Semiconductor Manufacturing Co. Ltd.		269,000		4,069,882		14.4
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		11,003		922,822		3.3
Tong Hsing Electronic Industries Ltd.		8,000		35,312		0.1
TPK Holding Co. Ltd.		21,000		37,061		0.1
Uni-President Enterprises Corp.		192,000		411,564		1.5
				9,038,348
Thailand
Home Product Center PCL, Foreign Registered Shares		577,600		259,450		0.9
IRPC PCL		797,800		51,706		0.2

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 15

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Security	Shares		Value		% of Basket Value
Thailand (continued)
Kasikornbank PCL, Foreign Registered Shares		86,800	$	211,824		0.7	%
Siam Cement PCL, Foreign Registered Shares		2,600		27,666		0.1
Siam Commercial Bank PCL/The		15,000		31,283		0.1
				581,929
Preferred Stocks
Brazil
Banco Bradesco SA, Preference Shares, Preference Shares		151,603		532,650		1.9
Itau Unibanco Holding SA, Preference Shares, Preference Shares		4,227		17,297		0.1
Lojas Americanas SA, Preference Shares, Preference Shares		1,577		6,385		0.0
Telefonica Brasil SA, Preference Shares, Preference Shares		4,515		33,473		0.1
				589,805
Net Value of Reference Entity — Goldman Sachs & Co.			$	28,283,750

The following table represents the individual long positions and related values of the equity securities underlying the total return swap with UBS AG as of period end, termination dates January 12, 2021 to August 26, 2025:

Security	Shares		Value		% of Basket Value
Reference Entity — Long
Common Stocks
Brazil
Ambev SA		49,702	$	105,503		0.4	%
B2W Cia Digital		6,785		88,970		0.3
B3 SA — Brasil Bolsa Balcao		5,241		46,629		0.2
BRF SA		17,644		51,598		0.2
Cia Siderurgica Nacional SA		20,430		73,133		0.3
Hypera SA		2,914		14,169		0.0
M Dias Branco SA		5,718		32,337		0.1
TOTVS SA		24,859		116,974		0.4
Ultrapar Participacoes SA		16,000		45,675		0.2
WEG SA		15,564		205,686		0.7
				780,674
Chile
Sun Art Retail Group Ltd.		111,000		120,262		0.4
China
3SBio, Inc.		109,000		101,664		0.4
Agricultural Bank of China Ltd., Class H		64,000		21,774		0.1
Anhui Expressway Co. Ltd., Class H		28,000		13,447		0.0
ANTA Sports Products Ltd.		5,000		55,506		0.2
Bank of China Ltd., Class H		35,000		11,055		0.0
Beijing Enterprises Holdings Ltd.		52,000		156,663		0.5
China Communications Services Corp. Ltd., Class H		86,000		50,108		0.2
China Construction Bank Corp., Class H		200,000		137,823		0.5
China Lesso Group Holdings Ltd.		21,000		34,046		0.1
China Life Insurance Co. Ltd., Class H		137,000		298,924		1.0
China Mobile Ltd.		41,500		253,836		0.9
China Oilfield Services Ltd., Class H		32,000		19,324		0.1
China Resources Beer Holdings Co. Ltd.		8,000		49,637		0.2
China Telecom Corp. Ltd., Class H		630,000		197,763		0.7

Security	Shares		Value		% of Basket Value
China (continued)
China Unicom Hong Kong Ltd.		506,000	$	311,893		1.1	%
CNOOC Ltd.		181,000		165,607		0.6
CSPC Pharmaceutical Group Ltd.		225,920		239,910		0.8
ENN Energy Holdings Ltd.		4,200		53,156		0.2
Great Wall Motor Co. Ltd., Class H		17,000		27,524		0.1
Haitong Securities Co. Ltd., Class H		56,400		47,779		0.2
Industrial & Commercial Bank of China Ltd., Class H		454,000		257,810		0.9
Kingdee International Software Group Co. Ltd.		7,000		18,482		0.1
Kingsoft Corp. Ltd.		7,000		37,655		0.1
Lenovo Group Ltd.		122,000		76,601		0.3
Meituan, Class B, Class B		42,200		1,573,180		5.6
PetroChina Co. Ltd., Class H		322,000		90,430		0.3
PICC Property & Casualty Co. Ltd., Class H		68,000		46,152		0.2
Postal Savings Bank of China Co. Ltd., Class H		39,000		19,140		0.1
Shanghai Pharmaceuticals Holding Co. Ltd., Class H		32,000		49,674		0.2
Sinopharm Group Co. Ltd., Class H		49,600		113,953		0.4
Sunny Optical Technology Group Co. Ltd.		4,200		69,733		0.2
Tencent Holdings Ltd.		75,500		5,768,623		20.4
Tingyi Cayman Islands Holding Corp.		160,000		292,787		1.0
Want Want China Holdings Ltd.		60,000		39,734		0.1
WuXi AppTec Co. Ltd., Class H, Class H		6,360		101,686		0.4
Xiaomi Corp., Class B		36,000		102,385		0.4
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H		25,600		22,603		0.1
				10,928,067
Colombia
Cementos Argos SA		1,951		2,296		0.0
Corp. Financiera Colombiana SA		212		1,424		0.0
Ecopetrol SA		26,107		12,081		0.1
Grupo Argos SA		1,923		5,277		0.0
Grupo de Inversiones Suramericana SA		1,587		8,242		0.0
Interconexion Electrica SA ESP		4,360		23,499		0.1
				52,819
Czech Republic
Moneta Money Bank AS		54,334		123,343		0.4
Greece
Hellenic Telecommunications Organization SA		3,539		46,933		0.1
JUMBO SA		1,713		24,010		0.1
OPAP SA		3,303		26,722		0.1
				97,665
Hong Kong
Sino Biopharmaceutical Ltd.		190,500		192,975		0.7
Hungary
Richter Gedeon Nyrt		1,459		29,789		0.1
Indonesia
Bank Central Asia Tbk PT		301,100		592,461		2.1
Telekomunikasi Indonesia Persero Tbk PT		109,000		19,300		0.1
				611,761
Malaysia
Hartalega Holdings Bhd		56,700		245,956		0.9
IHH Healthcare Bhd		22,400		26,810		0.1
Malayan Banking BHD		43,000		72,396		0.2
Maxis Bhd		172,900		199,707		0.7
Nestle Malaysia Bhd		500		16,765		0.1
Public Bank Bhd		57,400		208,260		0.7

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Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Security	Shares		Value		% of Basket Value
Malaysia (continued)
Telekom Malaysia Bhd		160,900	$	162,189		0.6	%
Tenaga Nasional BHD		95,300		218,751		0.8
Westports Holdings BHD		92,900		87,141		0.3
				1,237,975
Peru
Hochschild Mining PLC		315,221		899,190		3.2
Poland
Bank Polska Kasa Opieki SA		20,356		217,842		0.8
Polski Koncern Naftowy ORLEN SA		4,641		44,731		0.1
Powszechna Kasa Oszczednosci Bank Polski SA		51,445		246,792		0.9
Powszechny Zaklad Ubezpieczen SA		11,411		62,368		0.2
				571,733
Russia
Aeroflot PJSC		104,851		75,185		0.3
LUKOIL PJSC		15,174		775,711		2.7
LUKOIL PJSC, ADR		5,511		281,960		1.0
Magnitogorsk Iron & Steel Works PJSC		244,412		115,994		0.4
MMC Norilsk Nickel PJSC		1,564		372,244		1.3
Novatek PJSC, GDR		1,471		177,363		0.6
Novolipetsk Steel PJSC		46,239		108,430		0.4
PhosAgro PJSC, GDR		11,054		127,369		0.5
Sberbank of Russia PJSC		2,963		29,931		0.1
Severstal PJSC		2,254		30,871		0.1
Tatneft PJSC		5,472		28,306		0.1
				2,123,364
South Africa
Absa Group Ltd.		23,760		127,721		0.4
Anglo American PLC		624		14,498		0.0
AVI Ltd.		7,477		33,793		0.1
Barloworld Ltd.		6,302		22,142		0.1
Capitec Bank Holdings Ltd.		1,187		83,422		0.3
Clicks Group Ltd.		5,709		82,774		0.3
Gold Fields Ltd.		4,527		48,960		0.2
Naspers Ltd., N Shares		5,805		1,133,295		4.0
Netcare Ltd.		60,159		47,687		0.2
Sanlam Ltd.		44,471		129,718		0.5
Shoprite Holdings Ltd.		9,334		73,938		0.3
Standard Bank Group Ltd.		19,185		125,448		0.4
				1,923,396
South Korea
BGF retail Co. Ltd.		268		27,869		0.1
Celltrion, Inc.		175		37,367		0.1
Cheil Worldwide, Inc.		7,693		142,370		0.5
CJ Logistics Corp.		190		26,816		0.1
Coway Co. Ltd.		362		22,166		0.1
Doosan Bobcat, Inc.		1,413		36,108		0.1
Han Kuk Carbon Co. Ltd.		4,373		37,053		0.1
Hanwha Aerospace Co. Ltd.		961		21,465		0.1

Security	Shares		Value		% of Basket Value
South Korea (continued)
Hite Jinro Co. Ltd.		1,026	$	30,467		0.1	%
Hyundai Glovis Co. Ltd.		1,036		153,966		0.6
Kakao Corp.		237		69,107		0.2
KB Financial Group, Inc.		2,298		82,199		0.3
Kolon Industries, Inc.		1,996		62,814		0.2
Korea Electric Power Corp.		2,732		48,191		0.2
KT&G Corp.		1,241		88,612		0.3
LG Chem Ltd.		864		471,123		1.7
LG Household & Health Care Ltd.		105		139,217		0.5
Lotte Corp.		969		24,425		0.1
NAVER Corp.		1,875		479,758		1.7
NCSoft Corp.		126		86,572		0.3
NongShim Co. Ltd.		234		59,557		0.2
POSCO		4,785		883,331		3.1
Posco ICT Co. Ltd.		1		6		0.0
Samsung Electronics Co. Ltd.		45,945		2,309,453		8.2
Samsung SDI Co. Ltd.		205		80,757		0.3
Shinhan Financial Group Co. Ltd.		3,990		108,258		0.4
SK Telecom Co. Ltd.		3,016		571,920		2.0
Studio Dragon Corp.		1,086		75,437		0.3
				6,176,384
Thailand
Home Product Center PCL		447,500		201,011		0.7
Kasikornbank PCL, Foreign Registered Shares		41,700		101,764		0.4
Kiatnakin Bank PCL, Foreign Registered Shares		27,300		34,598		0.1
Siam Commercial Bank PCL/The		23,800		49,635		0.2
Thai Union Group PCL, Class F		215,100		104,902		0.4
Total Access Communication PCL		43,500		42,917		0.1
				534,827
United Arab Emirates
First Abu Dhabi Bank PJSC		82,010		252,705		0.9
United Kingdom
Mondi PLC		40,442		759,275		2.7
United States
JBS SA		14,126		47,883		0.2
Preferred Stocks
Brazil
Banco Bradesco SA, Preference Shares, Preference Shares		132,141		464,271		1.6
Gerdau SA, Preference Shares, Preference Shares		21,502		81,729		0.3
Itau Unibanco Holding SA, Preference Shares, Preference Shares		9,017		36,898		0.1
Lojas Americanas SA, Preference Shares, Preference Shares		11,171		45,226		0.2
Petroleo Brasileiro SA, Preference Shares		41,297		136,314		0.5
Net Value of Reference Entity — UBS AG			$    28,228,525

Balances Reported in the Consolidated Statement of Assets and Liabilities for Centrally Cleared Swaps and OTC Swaps

Description	Swap Premiums Paid		Swap Premiums Received		Unrealized Appreciation		Unrealized Depreciation
Centrally Cleared Swaps(a)	$	31	$	—	$	21,856	$	—
OTC Swaps		—		—		8,241,618		—

^(a)  Includes cumulative appreciation (depreciation) on centrally cleared swaps, as reported in the Consolidated Schedule of Investments. Only current day’s variation margin is reported within the Consolidated Statement of Assets and Liabilities and is net of any previously paid (received) swap premium amounts.

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 17

Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Consolidated 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
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	16,593	$	—	$	—	$	—	$	16,593
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts		—		—		—		316,472		—		—		316,472
Swaps — centrally cleared
Unrealized appreciation on centrally cleared swaps(a)		—		—		—		—		21,856		—		21,856
Swaps — OTC
Unrealized appreciation on OTC swaps; Swap premiums paid		—		—		8,212,673		—		28,945		—		8,241,618
	$	—	$	—	$	8,229,266	$	316,472	$	50,801	$	—	$	8,596,539
Liabilities — Derivative Financial Instruments
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts	$	—		—	$	—	$	595,083	$	—	$	—	$	595,083

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Consolidated Schedule of Investments. In the Consolidated Statement of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss).

For the six months ended October 31, 2020, the effect of derivative financial instruments in the Consolidated Statement of Operations was as follows:

	Commodity Contracts		Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from
Futures contracts	$	—	$	—	$	(10,548	)	$	—		$	—		$	—	$	(10,548	)
Forward foreign currency exchange contracts		—		—		—			(288,600	)		—			—		(288,600	)
Swaps		—		—		3,893,713			—			303,050			—		4,196,763
	$	—	$	—	$	3,883,165		$	(288,600	)	$	303,050		$	—	$	3,897,615
Net Change in Unrealized Appreciation (Depreciation) on
Futures contracts	$	—	$	—	$	23,538		$	—		$	—		$	—	$	23,538
Forward foreign currency exchange contracts		—		—		—			(796,618	)		—			—		(796,618	)
Swaps		—		—		8,491,668			—			(29,323	)		—		8,462,345
	$	—	$	—	$	8,515,206		$	(796,618	)	$	(29,323	)	$	—	$	7,689,265

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	—	(a)
Average notional value of contracts — short	$	384,850
Forward foreign currency exchange contracts
Average amounts purchased — in USD	$	62,204,930
Average amounts sold — in USD	$	53,398,333
Interest rate swaps
Average notional value — receives fixed rate	$	12,970,169
Total return swaps
Average notional value	$	48,716,060

^(a)  Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

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

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Consolidated Schedule of Investments  (unaudited) (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Derivative Financial Instruments — Offsetting as of Period End

The Fund’s derivative assets and liabilities (by type) were as follows:

	Assets			Liabilities
Derivative Financial Instruments
Futures contracts	$	8,136		$	—
Forward foreign currency exchange contracts		316,472			595,083
Swaps — centrally cleared		8,194			—
Swaps — OTC(a)		8,241,618			—
Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities		8,574,420			595,083
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(16,330	)		—
Total derivative assets and liabilities subject to an MNA	$	8,558,090		$	595,083

^(a)  Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Consolidated Statement of Assets and Liabilities.

The following table presents the Fund’s derivative assets (and liabilities) by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the Fund:

Counterparty		Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Received		Cash Collateral Received	(b)		Net Amount of Derivative Assets	(c)
Bank of America N.A	$	9,175	$	(9,175	)	$	—	$	—		$	—
Barclays Bank PLC		12,067		(12,067	)		—		—			—
BNP Paribas S.A		53,166		(53,166	)		—		—			—
Citibank N.A		61,730		(61,730	)		—		—			—
Credit Suisse International		15,237		(2,448	)		—		—			12,789
Deutsche Bank AG		11,267		(11,267	)		—		—			—
Goldman Sachs & Co.		4,785,566		—			—		(4,785,566	)		—
Goldman Sachs Bank USA		15,927		—			—		—			15,927
Goldman Sachs International		17,612		(1,467	)		—		—			16,145
HSBC Bank USA N.A		5,317		(1,667	)		—		—			3,650
JPMorgan Chase Bank N.A		77,352		(60,201	)		—		—			17,151
Morgan Stanley & Co. International PLC		66,567		(66,567	)		—		—			—
UBS AG		3,427,107		—			—		—			3,427,107
	$	8,558,090	$	(279,755	)	$	—	$	(4,785,566	)	$	3,492,769
Counterparty		Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset	(a)		Non-Cash Collateral Pledged		Cash Collateral Pledged			Net Amount of Derivative Liabilities	(d)
Bank of America N.A	$	20,273	$	(9,175	)	$	—	$	—		$	11,098
Barclays Bank PLC		112,239		(12,067	)		—		—			100,172
BNP Paribas S.A		114,551		(53,166	)		—		—			61,385
Citibank N.A		125,202		(61,730	)		—		—			63,472
Credit Suisse International		2,448		(2,448	)		—		—			—
Deutsche Bank AG		75,518		(11,267	)		—		—			64,251
Goldman Sachs International		1,467		(1,467	)		—		—			—
HSBC Bank USA N.A		1,667		(1,667	)		—		—			—
JPMorgan Chase Bank N.A		60,201		(60,201	)		—		—			—
Morgan Stanley & Co. International PLC		81,517		(66,567	)		—		—			14,950
	$	595,083	$	(279,755	)	$	—	$	—		$	315,328

^(a)  The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA.

^(b)  Excess of collateral received from the individual counterparty is not shown for financial reporting purposes.

^(c)  Net amount represents the net amount receivable from the counterparty in the event of default.

^(d)  Net amount represents the net amount payable due to counterparty in the event of default.

C O N S O L I D A T E D   S C H E D U L E    O F   I N V E S T M E N T S 19

Consolidated Schedule of Investments  (unaudited)  (continued) October 31, 2020 BlackRock Total Emerging Markets Fund

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s investments and derivative financial instruments categorized in the disclosure hierarchy. The breakdown of the Fund’s investments into major categories is disclosed in the Consolidated Schedule of Investments above.

	Level 1		Level 2			Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	—	$	3,953,845		$	—	$	3,953,845
Corporate Bonds		—		766,010			—		766,010
Foreign Agency Obligations		—		58,479,339			—		58,479,339
Investment Companies		4,552,050		—			—		4,552,050
Short-Term Securities
Money Market Funds		33,319,683		—			—		33,319,683
	$	37,871,733	$	63,199,194		$	—	$	101,070,927
Derivative Financial Instruments(a)
Assets
Equity Contracts	$	16,593	$	8,212,673		$	—	$	8,229,266
Foreign Currency Exchange Contracts		—		316,472			—		316,472
Interest Rate Contracts		—		50,801			—		50,801
Liabilities
Foreign Currency Exchange Contracts		—		(595,083	)		—		(595,083	)
	$	16,593	$	7,984,863		$	—	$	8,001,456

^(a)  Derivative financial instruments are swaps, futures contracts and forward foreign currency exchange contracts. Swaps, futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to consolidated financial statements.

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Consolidated Statement of Assets and Liabilities  (unaudited)

October 31, 2020

	BlackRock Total Emerging Markets Fund
ASSETS
Investments at value — unaffiliated(a)	$	63,199,194
Investments at value — affiliated(b)		37,871,733
Cash		429
Cash pledged:
Futures contracts		53,000
Centrally cleared swaps		115,597
Foreign currency at value(c)		3,024,499
Receivables:
Capital shares sold		322,569
Dividends — affiliated		1,179
Interest — unaffiliated		595,575
Variation margin on futures contracts		8,136
Variation margin on centrally cleared swaps		8,194
Unrealized appreciation on:
Forward foreign currency exchange contracts		316,472
OTC swaps		8,241,618
Prepaid expenses		21,100
Total assets		113,779,295
LIABILITIES
Cash received as collateral for OTC derivatives		5,410,000
Payables:
Accounting services fees		106,812
Administration fees		3,978
Capital shares redeemed		598,811
Investment advisory fees		36,822
Trustees’ and Officer’s fees		4,004
Other accrued expenses		62,636
Professional fees		146,677
Service and distribution fees		5,185
Unrealized depreciation on forward foreign currency exchange contracts		595,083
Total liabilities		6,970,008
NET ASSETS	$	106,809,287
NET ASSETS CONSIST OF
Paid-in capital	$	116,858,389
Accumulated loss		(10,049,102	)
NET ASSETS	$	106,809,287
(a) Investments at cost — unaffiliated	$	61,847,262
(b) Investments at cost — affiliated	$	37,488,598
(c) Foreign currency at cost	$	2,952,321

C O N S O L I D A T E D   F I N A N C I A L   S T A T E M E N T S 21

Consolidated Statement of Assets and Liabilities  (unaudited)  (continued)

October 31, 2020

	BlackRock Total Emerging Markets Fund
NET ASSET VALUE
Institutional
Net assets	$	92,712,661
Shares outstanding		9,361,372
Net asset value	$	9.90
Shares authorized		Unlimited
Par value	$	0.001
Investor A
Net assets	$	10,805,696
Shares outstanding		1,095,252
Net asset value	$	9.87
Shares authorized		Unlimited
Par value	$	0.001
Investor C
Net assets	$	3,290,930
Shares outstanding		336,043
Net asset value	$	9.79
Shares authorized		Unlimited
Par value	$	0.001

See notes to consolidated financial statements.

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Consolidated Statement of Operations  (unaudited)

Six Months Ended October 31, 2020

	BlackRock Total Emerging Markets Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	49,023
Dividends — affiliated		8,870
Interest — unaffiliated		1,228,701
Foreign taxes withheld		(13,434	)
Total investment income		1,273,160
EXPENSES
Investment advisory		410,108
Professional		80,344
Transfer agent — class specific		55,224
Custodian		51,533
Accounting services		31,927
Service and distribution — class specific		30,643
Registration		27,830
Administration		23,239
Printing and postage		22,206
Administration — class specific		10,936
Trustees and Officer		5,537
Miscellaneous		10,393
Total expenses		759,920
Less:
Administration fees waived - class specific		(10,936	)
Fees waived and/or reimbursed by the Manager		(198,311	)
Transfer agent fees waived and/or reimbursed — class specific		(55,222	)
Total expenses after fees waived and/or reimbursed		495,451
Net investment income		777,709
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		(931,515	)
Investments — affiliated		(44,789	)
Foreign currency transactions		(2,025	)
Forward foreign currency exchange contracts		(288,600	)
Futures contracts		(10,548	)
Swaps		4,196,763
		2,919,286
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		6,949,693
Investments — affiliated		1,089,650
Foreign currency translations		111,138
Forward foreign currency exchange contracts		(796,618	)
Futures contracts		23,538
Swaps		8,462,345
		15,839,746
Net realized and unrealized gain		18,759,032
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,536,741

See notes to consolidated financial statements.

C O N S O L I D A T E D   F I N A N C I A L   S T A T E M E N T S 23

Consolidated Statements of Changes in Net Assets

	BlackRock Total Emerging Markets Fund
	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended 10/31/19
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	777,709		$	1,468,633		$	4,200,528
Net realized gain (loss)		2,919,286			(5,556,390	)		(3,446,013	)
Net change in unrealized appreciation (depreciation)		15,839,746			(8,650,307	)		22,160,479
Net increase (decrease) in net assets resulting from operations		19,536,741			(12,738,064	)		22,914,994
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(2,055,917	)		(3,669,025	)		(8,217,305	)
Investor A		(218,258	)		(360,355	)		(872,268	)
Investor C		(62,692	)		(70,624	)		(217,483	)
Decrease in net assets resulting from distributions to shareholders		(2,336,867	)		(4,100,004	)		(9,307,056	)
CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions		(9,506,915	)		(33,892,342	)		(51,159,483	)
NET ASSETS
Total increase (decrease) in net assets		7,692,959			(50,730,410	)		(37,551,545	)
Beginning of period		99,116,328			149,846,738			187,398,283
End of period	$	106,809,287		$	99,116,328			$149,846,738

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

See notes to consolidated financial statements.

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Consolidated Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Total Emerging Markets Fund
	Institutional
	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Net asset value, beginning of period	$	8.42		$	9.55		$	8.86		$	10.87		$	9.72		$	8.70		$	9.84
Net investment income(a)		0.07			0.10			0.25			0.22			0.22			0.17			0.11
Net realized and unrealized gain (loss)		1.62			(0.95	)		0.97			(1.74	)		1.14			0.95			(1.19	)
Net increase (decrease) from investment operations		1.69			(0.85	)		1.22			(1.52	)		1.36			1.12			(1.08	)
Distributions(b)
From net investment income		(0.21	)		(0.28	)		(0.52	)		(0.16	)		(0.10	)		(0.10	)		(0.06	)
From net realized gain		—			—			(0.01	)		(0.33	)		(0.11	)		—			—
Total distributions		(0.21	)		(0.28	)		(0.53	)		(0.49	)		(0.21	)		(0.10	)		(0.06	)
Net asset value, end of period	$	9.90		$	8.42		$	9.55		$	8.86		$	10.87		$	9.72		$	8.70
Total Return(c)
Based on net asset value		20.15	%(d)		(9.34	)%(d)		14.33	%		(14.66	)%		14.49	%		13.16	%		(10.97	)%
Ratios to Average Net Assets(e)
Total expenses		1.33	%(f)		1.34	%(f)(g)		1.18	%		1.08	%		1.03	%		1.44	%		1.74	%
Total expenses after fees waived and/or reimbursed		0.85	%(f)		0.85	%(f)		0.85	%		0.85	%		0.85	%		1.04	%		1.40	%
Net investment income		1.48	%(f)		2.23	%(f)		2.67	%		2.12	%		2.17	%		1.88	%		1.14	%
Supplemental Data
Net assets, end of period (000)	$	92,713		$	85,305		$	131,680		$	165,034		$	385,137		$	205,782		$	54,526
Portfolio turnover rate(h)		13	%		21	%		11	%		61	%		140	%		22	%		34	%

^(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)  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Investments in underlying funds		0.06	%		0.08	%		0.09	%		0.06	%		0.06	%		0.08	%		0.11	%

^(f)  Annualized.

^(g)  Audit, printing and tax costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.44%.

^(h)  Excludes underlying investments in total return swaps.

See notes to consolidated financial statements.

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Consolidated Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Total Emerging Markets Fund (continued)
	Investor A
	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Net asset value, beginning of period	$	8.39		$	9.51		$	8.79		$	10.80		$	9.67		$	8.67		$	9.81
Net investment income(a)		0.06			0.09			0.23			0.19			0.19			0.16			0.10
Net realized and unrealized gain (loss)		1.62			(0.96	)		0.97			(1.73	)		1.15			0.93			(1.19	)
Net increase (decrease) from investment operations		1.68			(0.87	)		1.20			(1.54	)		1.34			1.09			(1.09	)
Distributions(b)
From net investment income		(0.20	)		(0.25	)		(0.47	)		(0.14	)		(0.10	)		(0.09	)		(0.05	)
From net realized gain		—			—			(0.01	)		(0.33	)		(0.11	)		—			—
Total distributions		(0.20	)		(0.25	)		(0.48	)		(0.47	)		(0.21	)		(0.09	)		(0.05	)
Net asset value, end of period	$	9.87		$	8.39		$	9.51		$	8.79		$	10.80		$	9.67		$	8.67
Total Return(c)
Based on net asset value		20.11	%(d)		(9.52	)%(d)		14.20	%		(14.94	)%		14.25	%		12.74	%		(11.15	)%
Ratios to Average Net Assets(e)
Total expenses		1.63	%(f)		1.65	%(f)(g)		1.48	%		1.40	%		1.37	%		1.56	%		2.15	%
Total expenses after fees waived and/or reimbursed		1.10	%(f)		1.10	%(f)		1.10	%		1.10	%		1.10	%		1.17	%		1.65	%
Net investment income		1.19	%(f)		1.98	%(f)		2.43	%		1.86	%		1.91	%		1.65	%		1.02	%
Supplemental Data
Net assets, end of period (000)	$	10,806		$	10,622		$	13,923		$	17,020		$	46,427		$	37,058		$	1,628
Portfolio turnover rate(h)		13	%		21	%		11	%		61	%		140	%		22	%		34	%

^(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)  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Investments in underlying funds		0.06	%		0.08	%		0.09	%		0.06	%		0.06	%		0.08	%		0.11	%

^(f)  Annualized.

^(g)  Audit, printing and tax costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.75%.

^(h)  Excludes underlying investments in total return swaps.

See notes to consolidated financial statements.

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Consolidated Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Total Emerging Markets Fund (continued)
	Investor C
	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Net asset value, beginning of period	$	8.34		$	9.40		$	8.69		$	10.70		$	9.61		$	8.58		$	9.73
Net investment income (loss)(a)		0.02			0.06			0.16			0.12			0.11			0.08			(0.01	)
Net realized and unrealized gain (loss)		1.60			(0.96	)		0.95			(1.72	)		1.14			0.95			(1.14	)
Net increase (decrease) from investment operations		1.62			(0.90	)		1.11			(1.60	)		1.25			1.03			(1.15	)
Distributions(b)
From net investment income		(0.17	)		(0.16	)		(0.39	)		(0.08	)		(0.05	)		—			—
From net realized gain		—			—			(0.01	)		(0.33	)		(0.11	)		—			—
Total distributions		(0.17	)		(0.16	)		(0.40	)		(0.41	)		(0.16	)		—			—
Net asset value, end of period	$	9.79		$	8.34		$	9.40		$	8.69		$	10.70		$	9.61		$	8.58
Total Return(c)
Based on net asset value		19.55	%(d)		(9.78	)%(d)		13.22	%		(15.59	)%		13.39	%		12.01	%		(11.82	)%
Ratios to Average Net Assets(e)
Total expenses		2.39	%(f)		2.39	%(f)(g)		2.21	%		2.16	%		2.11	%		2.61	%		2.91	%
Total expenses after fees waived and/or reimbursed		1.85	%(f)		1.85	%(f)		1.85	%		1.85	%		1.85	%		2.10	%		2.40	%
Net investment income (loss)		0.50	%(f)		1.21	%(f)		1.71	%		1.19	%		1.18	%		0.88	%		(0.10	)%
Supplemental Data
Net assets, end of period (000)	$	3,291		$	3,189		$	4,244		$	5,344		$	7,399		$	2,435		$	898
Portfolio turnover rate(h)		13	%		21	%		11	%		61	%		140	%		22	%		34	%

^(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)  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Six Months Ended 10/31/20 (unaudited)			Period from 11/01/19 to 04/30/20			Year Ended October 31,
							2019			2018			2017			2016			2015
Investments in underlying funds		0.06	%		0.08	%		0.09	%		0.06	%		0.06	%		0.08	%		0.11	%

^(f)  Annualized.

^(g)  Audit, printing and tax costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 2.49%.

^(h)  Excludes underlying investments in total return swaps.

See notes to consolidated financial statements.

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Notes to Consolidated Financial Statements  (unaudited)

1. ORGANIZATION

BlackRock Funds^SM (the “Trust”) is 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. BlackRock Total Emerging Markets Fund (the “Fund”) is a series of the Trust. The Fund is classified as diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional Shares are sold only to certain eligible investors. Investor A and Investor C Shares bear certain expenses related to shareholder servicing of such shares, and Investor C Shares also bear certain expenses related to the distribution of such shares. 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 (except that Investor C shareholders may vote on material changes to the Investor A Shares distribution and service plan).

Share Class	Initial Sales Charge	CDSC			Conversion Privilege
Institutional	No		No		None
Investor A Shares	Yes		No	(a)	None
Investor C Shares	No		Yes	(b)	To Investor A Shares after approximately 10 years(c)

^(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.

^(b)  A CDSC of 1.00% is assessed on certain redemptions of Investor C Shares made within one year after purchase.

^(c)  Effective November 23, 2020, the automatic conversion feature will be modified to reduce the conversion period from ten years to eight years.

The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of equity, multi-asset, index and money market funds referred to as the BlackRock Multi-Asset Complex.

Basis of Consolidation: The accompanying consolidated financial statements of the Fund include the account of BlackRock Cayman Emerging Market Allocation Fund, Ltd. (the “Subsidiary”), which is a wholly-owned subsidiary of the Fund and primarily invests in commodity-related instruments and other derivatives. The Subsidiary enables the Fund to hold these commodity-related instruments and satisfy regulated investment company tax requirements. The Fund may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary as of period end were $12,913, which is less than 0.1% of the Fund’s consolidated net assets. Intercompany accounts and transactions, if any, have been eliminated. The Subsidiary is subject to the same investment policies and restrictions that apply to the Fund, except that the Subsidiary may invest without limitation in commodity-related instruments.

2. SIGNIFICANT ACCOUNTING POLICIES

The consolidated 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 consolidated financial statements, disclosure of contingent assets and liabilities at the date of the consolidated 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 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 financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded on the ex-dividend date at fair value. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Fund is informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Foreign CurrencyTranslation: The Fund’s books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of trading on the New York Stock Exchange (“NYSE”). Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.

The Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of investments for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Consolidated Statement of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. The Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes.

Foreign Taxes: The Fund may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Fund invests. These foreign taxes, if any, are paid by the Fund and are reflected in its Consolidated Statement of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of October 31, 2020, if any, are disclosed in the Consolidated Statement of Assets and Liabilities.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

Segregation and Collateralization: In cases where the Fund enters into certain investments (e.g., futures contracts, forward foreign currency exchange contracts and swaps) that would be treated as “senior securities” for 1940 Act purposes, the 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, the 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 Fund are recorded on the ex-dividend dates. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Net income and realized gains from investments held by the Subsidiary are treated as ordinary income for tax purposes. If a net loss is realized by the Subsidiary in any taxable year, the loss will generally not be available to offset the Fund’s ordinary income and/or capital gains for that year.

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

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods. 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 Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. 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 Fund’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. 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.

• Fixed-income investments for which market quotations are readily available are generally valued using the last available bid prices or current market quotations provided by independent dealers or third party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), market data, credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the Fund’s listing exchange. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of trading on the Fund’s listing exchange that may not be reflected in the computation of the Fund’s net assets. Each business day, the Fund uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and over-the-counter (“OTC”) options (the “Systematic Fair Value Price”). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

• Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s published net asset value (“NAV”).

• Futures contracts are valued based on that day’s last reported settlement price on the exchange where the contract is traded.

• Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.

• Swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments.

If events (e.g., a market closure, market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, 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

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

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 the 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.

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

• Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the 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 the Global Valuation Committee’s assumptions used in determining the fair value of 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 privately held companies or funds that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. SECURITIES AND OTHER INVESTMENTS

Inflation-Indexed Bonds: Inflation-indexed bonds (other than municipal inflation-indexed and certain corporate inflation-indexed bonds) are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation rises or falls, the principal value of inflation-indexed bonds (other than municipal inflation-indexed and certain corporate inflation-indexed bonds) will be adjusted upward or downward, and consequently the interest payable on these securities (calculated with respect to a larger or smaller principal amount) will be increased or reduced, respectively. Any upward or downward adjustment in the principal amount of an inflation-indexed bond will be included as interest income in the Consolidated Statement of Operations, even though investors do not receive their principal until maturity. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is typically reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation.

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Fund engages in various portfolio investment strategies using derivative contracts both to increase the returns of the 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 Consolidated 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) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are exchange-traded agreements between the 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, the 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. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Consolidated Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Consolidated Schedule of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Consolidated Statement of Assets and Liabilities. Pursuant to the contract, the 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 Consolidated Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Consolidated Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount 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.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).

A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Fund are denominated and in some cases, may be used to obtain exposure to a particular market. The contracts are traded OTC and not on an organized exchange.

The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Consolidated Statement of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Consolidated Statement of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Consolidated Statement of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Consolidated Statement of Assets and Liabilities. A Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.

Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Fund and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”).

For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Consolidated Statement of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC Swaps in the Consolidated Statement of Assets and Liabilities. Payments received or paid are recorded in the Consolidated Statement of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Consolidated Statement of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

In a centrally cleared swap, immediately following execution of the swap contract, the swap contract is novated to a central counterparty (the “CCP”) and the CCP becomes the Fund’s counterparty on the swap. The Fund is required to interface with the CCP through the broker. Upon entering into a centrally cleared swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated in the Consolidated Schedule of Investments and cash deposited is shown as cash pledged for centrally cleared swaps in the Consolidated Statement of Assets and Liabilities. Amounts pledged, which are considered restricted cash, are included in cash pledged for centrally cleared swaps in the Consolidated Statement of Assets and Liabilities. Pursuant to the contract, the 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 shown as variation margin receivable (or payable) on centrally cleared swaps in the Consolidated Statement of Assets and Liabilities. Payments received from (paid to) the counterparty are amortized over the term of the contract and recorded as realized gains (losses) in the Consolidated Statement of Operations, including those at termination.

• Total return swaps — Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one security or market (e.g., fixed-income) with another security or market (e.g., equity or commodity prices) (equity risk, commodity price risk and/or interest rate risk).

Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument, or basket of underlying instruments, in exchange for fixed or floating rate interest payments. If the total return of the instrument(s) or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Fund receives payment from or makes a payment to the counterparty.

Certain total return swaps are designed to function as a portfolio of direct investments in long and short equity positions. This means that the Fund has the ability to trade in and out of these long and short positions within the swap and will receive the economic benefits and risks equivalent to direct investment in these positions, subject to certain adjustments due to events related to the counterparty. Benefits and risks include capital appreciation (depreciation), corporate actions and dividends received and paid, all of which are reflected in the swap’s market value. The market value also includes interest charges and credits (“financing fees”) related to the notional values of the long and short positions and cash balances within the swap. These interest charges and credits are based on a specified benchmark rate plus or minus a specified spread determined based upon the country and/or currency of the positions in the portfolio.

Positions within the swap and financing fees are reset periodically. During a reset, any unrealized appreciation (depreciation) on positions and accrued financing fees become available for cash settlement between the Fund and the counterparty. The amounts that are available for cash settlement are recorded as realized gains or losses in the Consolidated Statement of Operations. Cash settlement in and out of the swap may occur at a reset date or any other date, at the discretion of the Fund and the counterparty, over the life of the agreement. Certain swaps have no stated expiration and can be terminated by either party at any time.

• Interest rate swaps — Interest rate swaps are entered into to gain or reduce exposure to interest rates or to manage duration, the yield curve or interest rate (interest rate risk).

Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating, in exchange for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. In more complex interest rate swaps, the notional principal amount may decline (or amortize) over time.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

• Forward swaps — The Fund enters into forward interest rate swaps and forward total return swaps. In a forward swap, the Fund and the counterparty agree to make periodic net payments beginning on a specified date or a net payment at termination.

Swap transactions involve, to varying degrees, elements of interest rate, credit and market risk in excess of the amounts recognized in the Consolidated Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.

Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

Collateral Requirements: For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty.

Cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately in the Consolidated Statement of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Schedule of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Fund. Any additional required collateral is delivered to/pledged by the Fund on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. The Fund generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Fund from the counterparties are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance. Likewise, to the extent the Fund has delivered collateral to a counterparty and stands ready to perform under the terms of its agreement with such counterparty, the Fund bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Consolidated Statement of Assets and Liabilities.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Trust, on behalf of the Fund entered into an Investment Advisory Agreement with the Manager, the Fund’s investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.

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

Average Daily Net Assets	Investment Advisory Fees
First $1 billion		0.75	%
$1 billion — $3 billion		0.71
$3 billion — $5 billion		0.68
$5 billion — $10 billion		0.65
Greater than $10 billion		0.64

The Manager provides investment management and other services to the Subsidiary. The Manager does not receive separate compensation from the Subsidiary for providing investment management or administrative services. However, the Fund pays the Manager based on the Fund’s net assets, which includes the assets of the Subsidiary.

The Manager entered into a sub-advisory agreement with each of BlackRock International Limited (“BIL”), BlackRock Asset Management North Asia Limited (“BAMNA”) and BlackRock (Singapore) Limited (“BRS”) (collectively, the “Sub-Advisers”), each an affiliate of the Manager. The Manager pays BIL, BAMNA and BRS for services they provide for that portion of the Fund for which BIL, BAMNA and BRS, as applicable, acts as sub-adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by the Fund to the Manager.

Service and Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the 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 the Fund as follows:

Share Class	Service Fees			Distribution Fees
Investor A		0.25	%		N/A
Investor C		0.25			0.75	%

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

BRIL and broker-dealers, pursuant to sub-agreements with BRIL, provide shareholder servicing and distribution services to the Fund. 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 October 31, 2020, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:

Fund Name	Investor A		Investor C		Total
BlackRock Total Emerging Markets Fund	$	13,641	$	17,002	$	30,643

Administration: The Trust, on behalf of the 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 the Fund. The administration fee, which is shown as administration in the Consolidated Statement of Operations, is paid at the annual rates below.

Average Daily Net Assets	Administration Fees
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 Consolidated Statement of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

For the six months ended October 31, 2020, the following table shows the class specific administration fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor C		Total
Administration fees	$	9,505	$	1,091	$	340	$	10,936

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. 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 October 31, 2020, the Fund did not pay any amounts to affiliates in return for these services.

The Manager maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the six months ended October 31, 2020, the 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 Consolidated Statement of Operations:

	Institutional		Investor A		Investor C		Total
Reimbursed amounts	$	83	$	368	$	92	$	543

For the six months ended October 31, 2020, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor C		Total
Transfer agent fees — class specific	$	44,652	$	7,938	$	2,634	$	55,224

Other Fees: For the six months ended October 31, 2020, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares, which totaled $467.

For the six months ended October 31, 2020, affiliates received CDSCs of $383 for Investor A Shares.

Expense Limitations, Waivers, Reimbursements, and Recoupments: The Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through August 31, 2021. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Fund, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below 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 in the Consolidated Statement of Operations. For the six months ended October 31, 2020, the amounts waived were $9,107.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds, affiliated and exchange-traded funds that have a contractual management fee through August 31, 2021. 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 the Fund. This amount is included in fees waived and/or reimbursed by the Manager in the Consolidated Statement of Operations. For the six months ended October 31, 2020, the Manager waived $17,973 in investment advisory fees pursuant to this arrangement.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

The Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:

Fund Name	Institutional			Investor A			Investor C
BlackRock Total Emerging Markets Fund		0.85	%		1.10	%		1.85	%

The Manager has agreed not to reduce or discontinue these contractual expense limitations through August 31, 2021, unless approved by the Board, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the six months ended October 31, 2020, the Manager waived and/or reimbursed $171,231 which is included in fees waived and/or reimbursed by the Manager in the Consolidated Statement of Operations.

These amounts waived and/or reimbursed are included in administration fees waived – class specific and transfer agent fees waived and/or reimbursed – class specific, respectively, in the Consolidated Statement of Operations. For the six months ended October 31, 2020, class specific expense waivers and/or reimbursements are as follows:

	Institutional		Investor A		Investor C		Total
Administration fees waived — class specific	$	9,505	$	1,091	$	340	$	10,936
	Institutional		Investor A		Investor C		Total
Transfer agent fees waived — class specific	$	44,651	$	7,937	$	2,634	$	55,222

With respect to the contractual expense limitation, if during the 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, are less than the current expense limitation for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of: (a) the amount of fees waived 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) the Fund has more than $50 million in assets for the fiscal year, and

(2) the Manager or an affiliate continues to serve as the 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. Effective May 16, 2020, the repayment arrangement between the Fund and the Manager pursuant to which such Fund may be required to repay amounts waived and/or reimbursed under the Fund’s contractual caps on net expenses will be terminated.

The following fund level and class specific waivers and/or reimbursements previously recorded by the Fund, which were subject to recoupment by the Manager, expired on May 16, 2020:

Fund Name/Fund Level/Share Class	Expired May 16, 2020
BlackRock Total Emerging Markets Fund
Fund Level	$	651,548
Institutional		419,363
Investor A		68,859
Investor C		18,115

Interfund Lending: In accordance with an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission (“SEC”), the 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 the Fund’s investment policies and restrictions. The Fund is currently permitted to borrow and lend under the Interfund Lending Program.

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.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

During the six months ended October 31, 2020, the Fund did not participate in the Interfund Lending Program.

Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Trust’s Chief Compliance Officer, which is included in Trustees and Officer in the Consolidated Statement of Operations.

Other Transactions: The Fund may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the six months ended October 31, 2020, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:

Fund Name	Purchases		Sales		Net Realized Gain (Loss)
BlackRock Total Emerging Markets Fund	$	—	$	481,407	$	(77,014	)

7. PURCHASES AND SALES

For the six months ended October 31, 2020, purchases and sales of investments, excluding short-term investments, were $8,668,141 and $10,990,310, respectively.

8. INCOME TAX INFORMATION

It is the 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.

The 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 the Fund’s U.S. federal tax returns generally remains open for a period of three fiscal years after they are filed. The statutes of limitations on the 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 Fund as of October 31, 2020, 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 Fund’s consolidated financial statements.

As of April 30, 2020, the Fund had non-expiring capital loss carryforwards available to offset future realized capital gains of $20,078,135.

As of October 31, 2020, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:

	Amounts
Tax cost	$	102,412,606
Gross unrealized appreciation	$	13,558,213
Gross unrealized depreciation		(6,898,436	)
Net unrealized appreciation (depreciation)	$	6,659,777

9. BANK BORROWINGS

The Trust, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.25 billion credit agreement with a group of lenders. Under this agreement, the Fund may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.75 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 0.10% 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 2021 unless extended or renewed. 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 October 31, 2020, the Fund did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the 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;

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

(iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments. The Fund’s prospectus provides details of the risks to which the Fund is subject.

Market Risk: Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or nonexistent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; and (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments.

The Fund may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force the Fund to reinvest in lower yielding securities. The Fund may also be exposed to reinvestment risk, which is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below the Fund portfolio’s current earnings rate.

An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. The duration of this pandemic and its effects cannot be determined with certainty.

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 Fund may invest in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may experience difficulty in selling illiquid 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 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 the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests.

Counterparty Credit Risk: The 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, including making timely interest and/or principal payments or otherwise honoring its obligations. The 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 the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Consolidated Statement of Assets and Liabilities, less any collateral held by the 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 and centrally cleared swaps, there is less counterparty credit risk to the 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, the 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 and centrally cleared swaps 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 Fund.

Concentration Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within the Fund’s portfolio are disclosed in its Consolidated Schedule of Investments.

The Fund invests a significant portion of its assets in fixed-income securities and/or uses derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low rates.

The Fund invests a significant portion of its assets in securities of issuers located in Asia or with significant exposure to Asian issuers or countries. The Asian financial markets have recently experienced volatility and adverse trends due to concerns in several Asian countries regarding monetary policy, government intervention in the markets, rising government debt levels or economic downturns. These events may spread to other countries in Asia and may affect the value and liquidity of certain of the Fund’s investments.

LIBOR Transition Risk: The United Kingdom’s Financial Conduct Authority announced a phase out of the London Interbank Offered Rate (“LIBOR”) by the end of 2021, and it is expected that LIBOR will cease to be published after that time. The Fund may be exposed to financial instruments tied to LIBOR to determine payment obligations, financing terms, hedging strategies or investment value. The transition process away from LIBOR might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of new hedges placed against, instruments whose terms currently include LIBOR. The ultimate effect of the LIBOR transition process on the Fund is uncertain.

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Notes to Consolidated Financial Statements  (unaudited)  (continued)

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 10/31/20						Period from 11/01/19 to 04/30/20						Year Ended 10/31/19
BlackRock Total Emerging Markets Fund	Shares			Amounts			Shares			Amounts			Shares			Amounts
Institutional
Shares sold		570,174		$	5,486,314			1,486,479		$	14,318,303			4,803,364		$	44,144,137
Shares issued in reinvestment of distributions		210,215			2,007,554			367,267			3,588,194			920,541			7,907,448
Shares redeemed		(1,551,144	)		(14,974,015	)		(5,506,574	)		(49,527,298	)		(10,574,982	)		(97,307,169	)
		(770,755	)	$	(7,480,147	)		(3,652,828	)	$	(31,620,801	)		(4,851,077	)	$	(45,255,584	)
Investor A
Shares sold and automatic conversion of shares		115,228		$	1,089,846			98,270		$	940,419			448,526		$	4,154,355
Shares issued in reinvestment of distributions		22,555			214,722			36,233			353,268			100,652			862,585
Shares redeemed		(308,650	)		(2,893,893	)		(332,954	)		(2,943,997	)		(1,020,373	)		(9,407,159	)
		(170,867	)	$	(1,589,325	)		(198,451	)	$	(1,650,310	)		(471,195	)	$	(4,390,219	)
Investor C
Shares sold		6,896		$	68,412			7,271		$	70,144			62,316		$	555,924
Shares issued in reinvestment of distributions		6,590			62,403			7,249			70,456			25,449			217,077
Shares redeemed and automatic conversion of shares		(59,909	)		(568,258	)		(83,407	)		(761,831	)		(251,466	)		(2,286,681	)
		(46,423	)	$	(437,443	)		(68,887	)	$	(621,231	)		(163,701	)	$	(1,513,680	)
		(988,045	)	$	(9,506,915	)		(3,920,166	)	$	(33,892,342	)		(5,485,973	)	$	(51,159,483	)

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:

On November 10, 2020, the Board approved a proposal to close BlackRock Total Emerging Markets Fund to purchases and thereafter to liquidate the Fund. Accordingly, effective on February 11, 2021, the Fund will no longer accept purchase orders. On or about February 18, 2021 (the “Liquidation Date”), all of the assets of the Fund will be liquidated completely, the shares of any shareholders on the Liquidation Date will be redeemed at the NAV per share and the Fund will then be terminated as a series of the Trust.

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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements

The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of BlackRock Funds (the “Trust”) met on April 7, 2020 (the “April Meeting”) and May 11-13, 2020 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of BlackRock Total Emerging Markets Fund (the “Fund”), a series of the Trust, and BlackRock Advisors, LLC (the “Manager”), the Trust’s investment advisor. The Board also considered the approval of the sub-advisory agreement between the Manager and BlackRock Asset Management North Asia Limited (“BAMNA”) with respect to the Fund (the “BAMNA Sub-Advisory Agreement”), the sub-advisory agreement between the Manager and BlackRock International Limited (“BIL”) with respect to the Fund (the “BIL Sub-Advisory Agreement”) and the sub-advisory agreement between the Manager and BlackRock (Singapore) Limited (“BRS,” and together with BAMNA and BIL, the “Sub-Advisors”) with respect to the Fund (the “BRS Sub-Advisory Agreement,” and together with the BAMNA Sub-Advisory Agreement and the BIL Sub-Advisory Agreement, the “Sub-Advisory Agreements”). The Manager and the Sub-Advisors are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreements are referred to herein as the “Agreements.”

Activities and Composition of the Board

On the date of the May Meeting, the Board consisted of fourteen individuals, twelve of whom were not “interested persons” of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). The Board Members are responsible for the oversight of the operations of the Trust and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Ad Hoc Topics Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Ad Hoc Topics Committee, which also has one interested Board Member).

The Agreements

Consistent with the requirements of the 1940 Act, the Board considers the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each typically extending for two days, and additional in-person and telephonic meetings throughout the year, as needed. While the Board also has a fifth one-day meeting to consider specific information surrounding the renewal of the Agreements, the Board’s consideration entails a year-long deliberative process whereby the Board and its committees assess BlackRock’s services to the Fund. In particular, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.

During the year, the Board, acting directly and through its committees, considers information that is relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further in the section titled “Board Considerations in Approving the Agreements.” Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, an applicable benchmark, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ analyses of the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (e) BlackRock’s and the Trust’s adherence to applicable compliance policies and procedures; (f) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Trust’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding the Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers, and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, ETFs, closed-end funds, open-end funds, and separately managed accounts under similar investment mandates, as well as the performance of such other products, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with the Fund; (g) a summary of aggregate amounts paid by the Fund to BlackRock; (h) sales and redemption data regarding the Fund’s shares; and (i) various additional information requested by the Board as appropriate regarding BlackRock’s and the Fund’s operations.

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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements  (continued)

At the April Meeting, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the May Meeting.

At the May Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.

A. Nature, Extent and Quality of the Services Provided by BlackRock

The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of the Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds, relevant benchmark, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by the Fund’s portfolio management team discussing the Fund’s performance, investment strategies and outlook.

The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third-parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide the Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of third-party service providers, including, among others, the Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing or managing administrative functions necessary for the operation of the Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing the Fund’s distribution partners, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal & compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Fund and BlackRock

The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of the Fund’s performance as of December 31, 2019, as compared to its Performance Peers. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to its Performance Peers and, in light of the Fund’s outcome-oriented investment objective, certain performance metrics (“Outcome-Oriented Performance Metrics”). The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the Fund throughout the year.

In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.

The Board reviewed and considered the Fund’s performance relative to the Fund’s Outcome-Oriented Performance Metrics including a total return benchmark. The Board noted that for the one-, three- and five-year periods reported, the Fund outperformed, underperformed, and underperformed, respectively, its benchmark total return. The Board noted that BlackRock believes that the Outcome-Oriented Performance Metrics are an appropriate performance metric for the Fund, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed the Fund’s underperformance relative to its total return benchmark during the applicable periods.

C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with the Fund

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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements  (continued)

The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s total expense ratio, as well as its actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non-12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s estimated profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2019 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by BlackRock and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by BlackRock, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk, and liability profile in servicing the Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable.

The Board noted that the Fund’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the Fund’s Expense Peers. The Board also noted that the Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board noted that if the size of the Fund were to decrease, the Fund could lose the benefit of one or more breakpoints. The Board further noted that BlackRock and the Board have contractually agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.

D. Economies of Scale

The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, including the existence of fee waivers and/or expense caps, as applicable, noting that any contractual fee waivers and contractual expense caps had been approved by the Board. In its consideration, the Board further considered the continuation and/or implementation of fee waivers and/or expense caps, as applicable. The Board also considered the extent to which the Fund benefits from such economies of scale in a variety of ways and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to more fully participate in these economies of scale. The Board considered the Fund’s asset levels and whether the current fee schedule was appropriate.

E. Other Factors Deemed Relevant by the Board Members

The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

The Board noted the competitive nature of the open-end fund marketplace, and that shareholders are able to redeem their Fund shares if they believe that the Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.

Conclusion

The Board, including the Independent Board Members, unanimously approved the continuation of (i) the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, (ii) the BAMNA Sub-Advisory Agreement between the Manager and BAMNA with respect to the Fund, (iii) the BIL Sub-Advisory Agreement between the Manager and BIL with respect to the Fund and (iv) the BRS Sub-Advisory Agreement between the Manager and BRS with respect to the Fund, each for a one-year term ending June 30, 2021. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the

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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements  (continued)

Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.

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Additional Information

General Information

Householding

The Fund 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 Fund at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at sec.gov.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses 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 blackrock.com; and (3) on the SEC’s website at sec.gov.

Availability of Proxy Voting Record

Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at blackrock.com; or by calling (800) 441-7762 and (2) on the SEC’s website at 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 blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

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.

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Additional Information (continued)

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.

Fund and Service Providers

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Sub-Adviser

BlackRock International Limited

Edinburgh, EH3 8BL

United Kingdom

BlackRock Asset Management North Asia Limited

Hong Kong

BlackRock (Singapore) Limited

079912 Singapore

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Distributor

BlackRock Investments, LLC

New York, NY 10022

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Fund

100 Bellevue Parkway

Wilmington, DE 19809

A D D I T I O N A L   I N F O R M A T I O N 43

Glossary of Terms Used in this Report

Currency Abbreviation
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CLP	Chilean Peso
COP	Colombian Peso
EUR	Euro
GBP	British Pound
HUF	Hungarian Forint
IDR	Indonesian Rupiah
INR	Indian Rupee
JPY	Japanese Yen
KRW	South Korean Won
MXN	Mexican Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone
NZD	New Zealand Dollar
PHP	Philippine Peso
PLN	Polish Zloty
RON	Romanian Leu
RUB	New Russian Ruble
SEK	Swedish Krona
SGD	Singapore Dollar
THB	Thai Baht
TWD	New Taiwan Dollar
USD	United States Dollar
ZAR	South African Rand
Portfolio Abbreviation
BIBOR	Bangkok Interbank Offered Rate
CMT	Constant Maturity Treasury
CPI	Consumer Price Index
ETF	Exchange-Traded Fund
JIBAR	Johannesburg Interbank Average Rate
KLIBOR	Kuala Lumpur Interbank Offered Rate
LIBOR	London Interbank Offered Rate
MSCI	Morgan Stanley Capital International

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Want to know more?

blackrock.com | 800-441-7762

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

TEM-10/20-SAR

Item 2 – Code of Ethics – Not Applicable to this semi-annual report

Item 3 – Audit Committee Financial Expert – Not Applicable to this semi-annual report

Item 4 – Principal Accountant Fees and Services – Not Applicable to this semi-annual report

Item 5 – Audit Committee of Listed Registrant – 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 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) Section 302 Certifications are attached

2

(a)(3) Not Applicable

(a)(4) Not Applicable

(b) Section 906 Certifications are attached

3

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^SM

By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock FundsSM

Date: December 31, 2020

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 FundsSM

Date: December 31, 2020

By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of
	BlackRock FundsSM

Date: December 31, 2020

4