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 Advantage International Fund

  BlackRock Advantage Large Cap Growth Fund

  BlackRock Advantage Small Cap Core Fund

  BlackRock Commodity Strategies Fund

  BlackRock Energy Opportunities Fund

  BlackRock Health Sciences Opportunities Portfolio

  BlackRock High Equity Income Fund

  BlackRock Infrastructure Sustainable Opportunities Fund

  BlackRock International Dividend Fund

  BlackRock Mid-Cap Growth Equity Portfolio

  BlackRock SMID-Cap Growth Equity Fund

  BlackRock Technology Opportunities 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, 50 Hudson Yards, New York, NY 10001

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

Date of fiscal year end: 05/31/2024

Date of reporting period: 11/30/2023

Item 1 – Report to Stockholders

(a) The Report to Shareholders is attached herewith.

NOVEMBER 30, 2023

      2023 Semi-Annual Report (Unaudited)  

BlackRock Funds^SM

· BlackRock Advantage International Fund

· BlackRock Advantage Large Cap Growth Fund

· BlackRock Advantage Small Cap Core Fund

BlackRock Large Cap Series Funds, Inc.

· BlackRock Advantage Large Cap Core Fund

· BlackRock Advantage Large Cap Value Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six-to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	10.17%	13.84%
U.S. small cap equities (Russell 2000® Index)	4.24	(2.57)
International equities (MSCI Europe, Australasia, Far East Index)	5.12	12.36
Emerging market equities (MSCI Emerging Markets Index)	4.60	4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	2.69	4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(3.98)	(2.27)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(0.80)	1.18
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	2.29	4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	5.52	8.69
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		14
Disclosure of Expenses		14
Derivative Financial Instruments		15
Financial Statements:
Schedules of Investments		16
Statements of Assets and Liabilities		47
Statements of Operations		49
Statements of Changes in Net Assets		51
Financial Highlights		54
Notes to Financial Statements		78
Statement Regarding Liquidity Risk Management Program		93
Additional Information		94
Glossary of Terms Used in this Report		96

3

Fund Summary as of November 30, 2023  BlackRock Advantage International Fund

Investment Objective

BlackRock Advantage International Fund’s (the “Fund”) investment objective is to provide long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the MSCI EAFE ^® Index.

What factors influenced performance?

The Fund’s outperformance was mainly driven by sentiment-related insights, which correctly captured evolving market trends throughout the reporting period. Particularly, an insight looking at informed investor positioning from prime broker reports motivated a successful overweight in the outperforming industrials sector.

Traditional valuation insights also worked well. Measures comparing stocks using sales, earnings yield and research and development expenditures were among the top contributors. These measures helped motivate overweights in domestically oriented Japanese stocks that benefited from an expected policy normalization by the Bank of Japan. Quality measures that sought to avoid companies with histories of expanding their balance sheets through equity issuance led to an overweight in pharmaceutical stocks, which also contributed.

An overweight in the information technology sector, which was motivated by faster-moving macro-related insights, also worked well amid the market rally led by the artificial intelligence (“AI”) theme.

Nontraditional quality measures detracted from performance. Human capital-related insights, such as those comparing companies based on employee sentiment, veteran hiring, and firms whose founders are still in executive positions, lagged. Analyzing companies based on specific key performance indicators also detracted. In addition, environmental related measures—such as those looking at flows into low carbon emissions funds—led to an unsuccessful overweight in consumer discretionary companies.

Certain text-based sentiment measures detracted, as well. Those designed to capture sentiment from company conference calls affected the Fund’s positioning in German consumer discretionary stocks, weighing on results.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Investment adviser developed new AI insights to identify firms that are leading the market in development, deployment, and monetization of AI capabilities. This included capturing hiring trends for skills associated with AI, as well as executive comments highlighting capabilities over the past several years. Additionally, the Investment adviser developed a new insight capturing trends around GLP-1 weight loss drugs to better understand the impact on firms across sectors.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the industrials and communication services sectors and small underweights in financials and consumer staples.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		5.86	%		12.57	%		N/A			6.73	%		N/A			4.75	%		N/A
Investor A		5.71			12.25			6.36	%		6.46			5.32	%		4.48			3.92	%
Investor C		5.37			11.46			10.46			5.68			5.68			3.83			3.83
Class K		5.88			12.62			N/A			6.77			N/A			4.78			N/A
Class R		5.61			11.99			N/A			6.20			N/A			4.17			N/A
MSCI EAFE® Index(c)		5.12			12.36			N/A			5.99			N/A			3.89			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, and how performance was calculated for certain share classes.

^(b) Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in non-U.S. equity securities and equity-like instruments of companies that are components of, or have characteristics similar to, the companies included in the MSCI EAFE^® Index and derivatives that are tied economically to securities of the MSCI EAFE^® Index. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investments strategies under the name BlackRock Global Opportunities Portfolio.

^(c) An equity index which captures large- and mid-cap representation across certain developed markets countries around the world, excluding the United States and Canada. The index covers approximately 85% of the free float adjusted market capitalization in each country.

N/A - Not applicable as 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.

4 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock Advantage International Fund

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$   1,000.00	$   1,058.60	$   2.60			$   1,000.00	$   1,022.48	$   2.53		0.50	%
Investor A		1,000.00	1,057.10	3.88			1,000.00	1,021.23	3.79		0.75
Investor C		1,000.00	1,053.70	7.75			1,000.00	1,017.46	7.62		1.51
Class K		1,000.00	1,058.80	2.34			1,000.00	1,022.73	2.28		0.45
Class R		1,000.00	1,056.10	5.17			1,000.00	1,019.97	5.10		1.01

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of   Net Assets
Novo Nordisk A/S, Class B		3.0%
Nestlé SA, Registered Shares		2.8
Novartis AG, Registered Shares		2.0
SAP SE		2.0
BHP Group Ltd.		1.8
Siemens AG, Registered Shares		1.7
Roche Holding AG, NVS		1.5
AIA Group Ltd.		1.5
Shell PLC		1.4
Deutsche Telekom AG, Registered Shares		1.3

^(a)  Excludes short-term securities.

GEOGRAPHIC ALLOCATION
Country	Percent of   Net Assets
Japan		23.8%
United Kingdom		12.4
Germany		10.0
Switzerland		10.0
France		8.8
Australia		5.7
Netherlands		4.4
Denmark		4.1
Spain		3.6
Italy		2.8
United States		2.6
Sweden		2.3
Hong Kong		2.1
Singapore		1.6
Norway		1.4
Belgium		1.1
Luxembourg		1.0
Other (each representing less than 1%)		1.7
Other Assets Less Liabilities		0.6

FUND SUMMARY 5

Fund Summary as of November 30, 2023 BlackRock Advantage Large Cap Growth Fund

Investment Objective

BlackRock Advantage Large Cap Growth Fund’s (the “Fund”) investment objective is to seek long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the Russell 1000^® Growth Index, with the exception of the Investor C shares, which performed in line.

What factors influenced performance?

Fundamental measures contributed to the Fund’s relative performance. Valuation insights, such as those comparing companies based on earnings, sales, and research and development expenditures, were the top contributors. Quality insights looking at company balance sheets and cash flows also contributed. These insights motivated an underweight in industrials, which was additive to results.

Macro-related measures also performed well in the changing market environment. In particular, an insight identifying companies likely to benefit from the emerging artificial intelligence (“AI”) theme resulted in a successful overweight in the information technology sector.

Text-based insights that capture sentiment from broker reports and company conference calls correctly positioned the portfolio in the industrials sector. Faster-moving insights, such as those analyze industry trends from job postings, also contributed positively to performance.

On the other hand, certain sentiment measures underperformed. Insights based on mobile app usage struggled to capture consumer intent trends, incorrectly positioning the portfolio in the consumer staples sector. Measures that seek to measure sentiment in the bond market also lagged in the volatile environment.

Nontraditional quality insights—such as those that strive to assess companies based on green patent and green bond issuance—further detracted. Governance insights, including those evaluating company board independence and shareholder support on proposals, were additional detractors of note.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Investment adviser developed new AI insights to identify firms that are leading the market in development, deployment, and monetization of AI capabilities. This included capturing hiring trends for skills associated with AI, as well as executive comments highlighting capabilities over the past several years. Additionally, the Investment adviser developed a new insight that evaluates trends around GLP-1 weight loss drugs to better understand the impact on firms across sectors.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the information technology and materials sectors and small underweights in real estate and communication services.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		13.60	%		23.81	%		N/A			14.20	%		N/A			11.48	%		N/A
Investor A		13.51			23.49			17.01	%		13.91			12.69	%		11.17			10.57	%
Investor C		13.10			22.58			21.58			13.06			13.06			10.49			10.49
Class K		13.67			23.91			N/A			14.26			N/A			11.36			N/A
Class R		13.34			23.20			N/A			13.63			N/A			10.85			N/A
Russell 1000® Growth Index(c)		13.14			26.17			N/A			16.36			N/A			14.69			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, and how performance was calculated for certain share classes.

^(b)  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in large cap equity securities of U.S. issuers and derivatives that have similar economic characteristics to such securities. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Flexible Equity Fund.

^(c)  An index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^® companies with higher price-to-book ratios and higher forecasted growth values.

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

Past performance is not an indication of future results.

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

6 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock Advantage Large Cap Growth Fund

Expense Example

	Actual								Hypothetical 5% Return
	Beginning		Ending		Expenses				Beginning		Ending		Expenses			Annualized
	Account Value		Account Value		Paid During				Account Value		Account Value		Paid During			Expense
		(06/01/23)		(11/30/23)		the Period	(a)			(06/01/23)		(11/30/23)		the Period	(a)		Ratio
Institutional	$	1,000.00	$	1,136.00	$	3.31			$	1,000.00	$	1,021.90	$	3.13			0.62	%
Investor A		1,000.00		1,135.10		4.64				1,000.00		1,020.65		4.39			0.87
Investor C		1,000.00		1,131.00		8.63				1,000.00		1,016.90		8.17			1.62
Class K		1,000.00		1,136.70		3.04				1,000.00		1,022.15		2.88			0.57
Class R		1,000.00		1,133.40		5.97				1,000.00		1,019.40		5.65			1.12

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Microsoft Corp.		13.4	%
Apple Inc.		11.4
Amazon.com, Inc.		4.9
NVIDIA Corp.		4.8
Meta Platforms, Inc., Class A		4.4
Alphabet, Inc., Class C, NVS		3.0
Mastercard, Inc., Class A		2.8
Adobe, Inc.		2.5
Tesla, Inc.		2.3
Eli Lilly & Co.		2.2

^(a)  Excludes short-term securities.

SECTOR ALLOCATION

Sector(a)	Percent of Net Assets
Information Technology		45.0	%
Consumer Discretionary		15.4
Health Care		11.2
Communication Services		10.5
Financials		7.0
Industrials		5.2
Consumer Staples		3.5
Materials		1.2
Short-Term Securities		1.1
Liabilities in Excess of Other Assets		(0.1	)

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

FUND SUMMARY 7

Fund Summary as of November 30, 2023 BlackRock Advantage Small Cap Core Fund

Investment Objective

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

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the Russell 2000^® Index.

What factors influenced performance?

Fundamental measures contributed to performance, with valuation insights benefitting from rising interest rates. More traditional measures of valuation, such as comparing stocks using sales, earnings yield, and other financial statement measures, performed best. Contrarian quality-related measures that evaluate the sustainability of companies’ earnings and financial health, including insights that assess debt maturity and dividend consistency, also performed well. This was most observable through an overweight allocation to the outperforming industrials sector.

Macro thematic insights helped the Fund’s results, as well. Measures designed to evaluate business-to-business invoicing helped correctly position the portfolio by motivating a successful overweight in construction stocks.

Sentiment measures produced mixed results in the aggregate. Text-based measures that gauge conference call and broker reports contributed. On the other hand, measures designed to assess consumer intent by analyzing mobile app usage and online search trends led the Fund to hold to an overweight in the underperforming luxury goods industry.

Nontraditional quality insights—such as environmental, social and governance measures—also hurt relative performance. Insights designed to assess company controversies weighed on results by fueling an underweight in the outperforming healthcare sector. A preference for founder-led company management structures also detracted from performance.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Investment adviser built upon its alternative data capabilities by adding an insight that captures brand sentiment in the retail sector. Additionally, given the dynamism of the current environment, the Investment adviser instituted enhanced signal constructs to identify emerging trends, such as sentiment around supply chain disruptions and wage inflation.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the industrials and communication services sectors and small underweights in financials and materials.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		5.96	%		(2.60	)%		N/A			6.08	%		N/A			7.08	%		N/A
Investor A		5.83			(2.85	)		(7.95	)%		5.82			4.68	%		6.82			6.24	%
Investor C		5.48			(3.54	)		(4.50	)		5.02			5.02			6.17			6.17
Class K		5.98			(2.54	)		N/A			6.12			N/A			7.11			N/A
Russell 2000® Index(c)		4.24			(2.57	)		N/A			4.78			N/A			6.13			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, and how performance was calculated for certain share classes.

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

^(c)  An index that measures the performance of the small-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.

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

Past performance is not an indication of future results.

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

8 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock Advantage Small Cap Core Fund

Expense Example

	Actual								Hypothetical 5% Return
	Beginning		Ending		Expenses				Beginning		Ending		Expenses			Annualized
	Account Value		Account Value		Paid During				Account Value		Account Value		Paid During			Expense
		(06/01/23)		(11/30/23)		the Period	(a)			(06/01/23)		(11/30/23)		the Period	(a)		Ratio
Institutional	$	1,000.00	$	1,059.60	$	2.58			$	1,000.00	$	1,022.50	$	2.53			0.50	%
Investor A		1,000.00		1,058.30		3.86				1,000.00		1,021.25		3.79			0.75
Investor C		1,000.00		1,054.80		7.71				1,000.00		1,017.50		7.57			1.50
Class K		1,000.00		1,059.80		2.32				1,000.00		1,022.75		2.28			0.45

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Boise Cascade Co.		1.1	%
UFP Industries, Inc.		1.1
Murphy Oil Corp.		1.0
Insperity, Inc.		1.0
Heartland Financial U.S.A., Inc.		1.0
Sanmina Corp.		0.9
EMCOR Group, Inc.		0.8
Group 1 Automotive, Inc.		0.8
Magnolia Oil & Gas Corp., Class A		0.8
Atkore, Inc.		0.8

^(a)  Excludes short-term securities.

SECTOR ALLOCATION

Sector(a)	Percent of Net Assets
Industrials		18.2	%
Health Care		15.5
Financials		15.4
Information Technology		13.8
Consumer Discretionary		11.8
Energy		7.3
Real Estate		5.1
Communication Services		3.5
Materials		3.2
Consumer Staples		2.8
Utilities		2.3
Short-Term Securities		4.6
Liabilities in Excess of Other Assets		(3.5	)

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

FUND SUMMARY 9

Fund Summary as of November 30, 2023 BlackRock Advantage Large Cap Core Fund

Investment Objective

BlackRock Advantage Large Cap Core Fund’s (the “Fund”) investment objective is to seek long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the Russell 1000^® Index.

What factors influenced performance?

Fundamental measures contributed to performance. Valuation insights, such as those comparing companies based on sales and research and development expenditures, were the top contributors. Contrarian quality insights looking at external financing levels also contributed, as did those that assess companies based on analyst default expectations. These insights motivated a successful underweight in the financials sector.

Macro-related measures also performed well amid the changing market environment. In particular, an insight identifying companies likely to benefit from the emerging artificial intelligence (“AI”) theme resulted in a successful overweight in the information technology sector.

Sentiment measures produced mixed results in the aggregate, but text-based insights that seek to capture sentiment from broker reports contributed. On the other hand, measures designed to assess consumer intent by evaluating mobile app usage detracted by leading to incorrect positioning in the household products industry. Measures intended to capture sentiment from the bond market detracted, as well.

Nontraditional quality insights—such as those that strive to assess companies based on green patent and green bond issuance—also detracted. In addition, insights that evaluate companies based on news controversies hurt performance by leading to an overweight in automobile stocks

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Investment adviser developed new AI insights to identify firms that are leading the market in development, deployment, and monetization of AI capabilities. This included capturing hiring trends for skills associated with AI, as well as executive comments highlighting capabilities over the past several years. Additionally, the Investment adviser developed a new insight capturing trends around GLP-1 weight loss drugs to better understand the impact on firms across sectors.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the consumer discretionary and information technology sectors and small underweights in real estate and utilities.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		11.37	%		13.26	%		N/A			11.68	%		N/A			10.89	%		N/A
Investor A		11.26			12.99			7.05	%		11.40			10.20	%		10.61			10.01	%
Investor C		10.84			12.13			11.13			10.56			10.56			9.92			9.92
Class K		11.45			13.34			N/A			11.74			N/A			10.93			N/A
Class R		11.05			12.65			N/A			11.11			N/A			10.32			N/A
Russell 1000® Index(c)		10.32			13.57			N/A			12.25			N/A			11.56			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, and how performance was calculated for certain share classes.

^(b)  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in large cap equity securities and derivatives that have similar economic characteristics to such securities. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Large Cap Core Fund.

^(c)  An index that measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000^® Index and includes approximately 1,000 of the largest securities based on a combination of their market capitalization and current index membership. The index represents approximately 93% of the U.S. Market.

N/A - Not applicable as 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.

10 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock Advantage Large Cap Core Fund

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$   1,000.00	$   1,113.70	$   2.54			$   1,000.00	$   1,022.60	$   2.43		0.48	%
Investor A		1,000.00	1,112.60	3.86			1,000.00	1,021.35	3.69		0.73
Investor C		1,000.00	1,108.40	7.80			1,000.00	1,017.60	7.47		1.48
Class K		1,000.00	1,114.50	2.27			1,000.00	1,022.85	2.17		0.43
Class R		1,000.00	1,110.50	5.17			1,000.00	1,020.10	4.95		0.98

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Microsoft Corp.		7.8	%
Apple Inc.		6.9
Amazon.com, Inc.		4.3
NVIDIA Corp.		3.5
Alphabet, Inc., Class A		2.9
Meta Platforms, Inc., Class A		2.4
Mastercard, Inc., Class A		2.0
Alphabet, Inc., Class C, NVS		1.6
Amgen, Inc.		1.5
Medtronic PLC		1.5

^(a)  Excludes short-term securities.

SECTOR ALLOCATION

Sector(a)	Percent of Net Assets
Information Technology		28.7	%
Health Care		13.2
Financials		12.3
Consumer Discretionary		12.0
Industrials		10.1
Communication Services		8.9
Consumer Staples		6.4
Energy		2.8
Materials		1.8
Real Estate		1.5
Utilities		1.1
Short-Term Securities		1.8
Liabilities in Excess of Other Assets		(0.6	)

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

FUND SUMMARY 11

Fund Summary as of November 30, 2023  BlackRock Advantage Large Cap Value Fund

Investment Objective

BlackRock Advantage Large Cap Value Fund’s (the “Fund”) investment objective is to seek long-term capital growth. In other words, the Fund tries to choose investments that will increase in value.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the Russell 1000^® Value Index.

What factors influenced performance?

Fundamental measures contributed to the Fund’s relative performance. Valuation insights, such as those comparing companies based on earnings, sales, and research and development expenditures, were the top contributors. Certain contrarian quality insights also worked well during the period. Those that assess companies based on external financing levels and analyst default expectations motivated an overweight in the consumer discretionary sector, which helped Fund performance.

Macro-related measures performed well in the changing market environment. Top-down industry positioning based on company forward valuations versus historical levels led to an overweight in healthcare, contributing to results. An insight that identifies companies likely to benefit from the emerging artificial intelligence (“AI”) theme motivated an overweight in information technology, further contributing to performance.

Sentiment-related insights were net contributors. Text-based insights looking at news controversies worked well in semiconductors, and those evaluating job posting trends drove a successful underweight in utilities. On the other hand, certain sentiment measures lagged. Those that evaluate mobile app usage struggled to capture consumer intent trends, incorrectly positioning the portfolio within the consumer staples sector. Measures that seek to measure sentiment in the bond market also lagged in the volatile environment.

Fundamental quality measures were net detractors. In particular, environmental insights that evaluate companies based on green patents struggled. Insights looking at company dividend forecasts negatively impacted performance, as well.

Describe recent portfolio activity.

The Fund maintained a balanced allocation of risk across all major performance drivers, while adding several new signals to the existing set of stock selection insights. The Investment adviser developed new AI insights to identify firms that are leading the market in development, deployment, and monetization of AI capabilities. This included capturing hiring trends for skills associated with AI, as well as executive comments highlighting capabilities over the past several years. Additionally, the Investment adviser developed a new insight that evaluates trends around GLP-1 weight loss drugs to better understand the impact on firms across sectors.

Describe portfolio positioning at period end.

The Fund maintained a largely sector-neutral positioning. It had slight overweights in the consumer discretionary and healthcare sectors and small underweights in materials and utilities.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		9.83	%		3.90	%		N/A			7.97	%		N/A			8.50	%		N/A
Investor A		9.71			3.61			(1.83	)%		7.70			6.55	%		8.20			7.62	%
Investor C		9.26			2.86			1.86			6.89			6.89			7.55			7.55
Class K		9.85			3.96			N/A			8.03			N/A			8.53			N/A
Class R		9.55			3.39			N/A			7.43			N/A			7.93			N/A
Russell 1000® Value Index(c)		7.14			1.36			N/A			7.52			N/A			8.09			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, and how performance was calculated for certain share classes.

^(b)  Under normal circumstances, the Fund seeks to invest at least 80% of its net assets plus the amount of any borrowings for investment purposes in large cap equity securities of U.S. issuers and derivatives that have similar economic characteristics to such securities. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Large Cap Value Fund.

^(c)  An index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000^® companies with lower price-to-book ratios and lower expected growth values.

N/A - Not applicable as 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.

12 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock Advantage Large Cap Value Fund

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$   1,000.00	$   1,098.30	$   2.83			$   1,000.00	$   1,022.30	$   2.73		0.54	%
Investor A		1,000.00	1,097.10	4.14			1,000.00	1,021.05	3.99		0.79
Investor C		1,000.00	1,092.60	8.06			1,000.00	1,017.30	7.77		1.54
Class K		1,000.00	1,098.50	2.57			1,000.00	1,022.55	2.48		0.49
Class R		1,000.00	1,095.50	5.45			1,000.00	1,019.80	5.25		1.04

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Berkshire Hathaway, Inc., Class B		2.2	%
Medtronic PLC		1.8
Citigroup, Inc.		1.7
Elevance Health, Inc.		1.7
FedEx Corp.		1.6
MetLife, Inc.		1.4
Amgen, Inc.		1.4
Exxon Mobil Corp.		1.4
Johnson & Johnson		1.4
Archer-Daniels-Midland Co.		1.4

^(a)  Excludes short-term securities.

SECTOR ALLOCATION

Sector(a)	Percent of Net Assets
Financials		20.3	%
Health Care		16.0
Industrials		14.6
Information Technology		10.2
Consumer Staples		8.2
Energy		7.1
Consumer Discretionary		6.2
Communication Services		5.3
Utilities		3.7
Real Estate		3.7
Materials		3.6
Short-Term Securities		1.6
Liabilities in Excess of Other Assets		(0.5	)

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

FUND SUMMARY 13

About Fund Performance

Institutional and Class K 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. BlackRock Advantage International Fund’s, BlackRock Advantage Large Cap Core Fund’s and BlackRock Advantage Large Cap Value Fund’s Class K Shares performance shown prior to the Class K Shares inception date of January 25, 2018 is that of Institutional Shares. BlackRock Advantage Large Cap Growth Fund’s Class K Shares performance shown prior to the Class K Shares inception date of January 25, 2018 is that of Investor A Shares. BlackRock Advantage Small Cap Core Fund’s Class K Shares performance shown prior to the Class K Shares inception date of March 28, 2016 is that of Institutional Shares. The performance of each Fund’s Class K Shares would be substantially similar to Investor A Shares or Institutional Shares, as applicable, because Investor A Shares or Institutional Shares, as applicable, of a Fund invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Investor A Shares or Institutional Shares, as applicable, have different expenses. The actual returns of Class K Shares would have been higher than those of Investor A Shares or Institutional Shares, as applicable, because Class K Shares have lower expenses than Investor A Shares and Institutional Shares.

Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries. On July 6, 2021, BlackRock Advantage Large Cap Growth Fund’s issued and outstanding Service Shares converted into Investor A Shares with the same relative aggregate net asset value (“NAV”).

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

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

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 each 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 assume reinvestment of all distributions, if any, at 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”), each Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waiver(s) and/or reimbursement(s), each Fund’s performance would have been lower. With respect to each 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 each 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 Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

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

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

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

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

14 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Derivative Financial Instruments

The Funds 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. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Fund must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Funds’ 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 a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

DERIVATIVE  FINANCIAL INSTRUMENTS 15

Schedule of Investments (unaudited)  November 30, 2023 BlackRock Advantage International Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Australia — 5.7%
AGL Energy Ltd.		24,570	$	152,989
Aristocrat Leisure Ltd.		372,794		9,976,584
BHP Group Ltd.		851,571		25,923,895
Brambles Ltd.		498,614		4,394,082
Charter Hall Group		58,967		404,660
Cochlear Ltd.		12,774		2,303,878
Commonwealth Bank of Australia		633		43,729
CSL Ltd.		46,878		8,133,655
Flight Centre Travel Group Ltd.		141,521		1,712,532
Glencore PLC		458,669		2,565,883
Lendlease Corp. Ltd.		59,556		260,333
Macquarie Group Ltd.		105,883		11,794,960
Qantas Airways Ltd.(a)		84,416		295,500
Rio Tinto PLC		99,680		6,812,895
Rocketboots Ltd.(a)(b)		1,389		128
Sonic Healthcare Ltd.		144,717		2,800,424
Transurban Group		337,885		2,886,886
Worley Ltd.		71,826		803,469
				81,266,482
Austria — 0.5%
BAWAG Group AG(c)		49,440		2,578,836
Erste Group Bank AG		96,229		3,891,639
OMV AG		17,946		766,272
				7,236,747
Belgium — 1.1%
Groupe Bruxelles Lambert NV		22,662		1,798,521
KBC Group NV		33,634		1,928,156
Sofina SA(b)		5,017		1,118,145
Solvay SA		62,497		7,239,656
UCB SA		51,278		3,792,507
Warehouses De Pauw CVA		7,898		221,944
				16,098,929
China — 0.3%
Budweiser Brewing Co. APAC Ltd.(c)		296,300		523,145
Prosus NV		105,804		3,498,000
				4,021,145
Denmark — 4.1%
AP Moller - Maersk A/S, Class A		34		52,745
AP Moller - Maersk A/S, Class B		1,970		3,110,643
Coloplast A/S, Class B		343		40,473
DSV A/S		55,507		8,350,836
Genmab A/S(a)		8,091		2,544,744
GN Store Nord AS(a)		13,687		322,113
Novo Nordisk A/S, Class B		413,117		42,205,956
Orsted AS(c)		47,315		2,227,960
				58,855,470
Finland — 0.2%
Nordea Bank Abp		291,245		3,255,948
UPM-Kymmene Oyj		784		27,428
				3,283,376
France — 8.8%
Aeroports de Paris SA		822		101,355
Air Liquide SA		2,174		412,147
Alstom SA		6,020		74,594
Amundi SA(c)		710		43,766
Arkema SA		3,951		402,043
AXA SA		90,151		2,810,943
Bureau Veritas SA		11,051		267,555

Security	Shares		Value
France (continued)
Carrefour SA		256,151	$	4,856,562
Covivio SA		1,806		88,265
Credit Agricole SA		1,064,344		13,948,860
Dassault Aviation SA		13,573		2,695,701
Dassault Systemes SE		234,484		10,997,434
Eiffage SA		76,213		7,726,524
Engie SA		491,453		8,528,234
Eurazeo SE		1,446		108,660
Forvia SE(a)		64,386		1,270,833
Gecina SA		16,013		1,773,059
Getlink SE		70,143		1,281,733
Hermes International SCA		8,200		16,994,612
La Francaise des Jeux SAEM, Class A(c)		2,389		86,449
Legrand SA		1,717		165,603
L’Oreal SA		3,293		1,547,352
LVMH Moet Hennessy Louis Vuitton SE		10,102		7,730,849
Nexans SA		741		58,344
Pernod Ricard SA		18,128		3,131,800
Rexel SA		84,311		2,034,582
Sanofi SA		18,300		1,706,748
Schneider Electric SE		63,434		11,675,200
TotalEnergies SE		35,248		2,402,476
Ubisoft Entertainment SA(a)		133,298		3,793,964
Valeo SE		163,782		2,378,175
Vallourec SACA(a)		44,702		657,718
Veolia Environnement SA		338,388		10,667,844
Vinci SA		7,752		948,404
Vivendi SE		105,394		997,547
Wendel SE		1,711		144,887
Worldline SA(a)(c)		21,700		337,254
				124,848,076
Germany — 10.0%
adidas AG, Class N		7,670		1,605,589
BASF SE		305,306		14,202,046
Bayer AG, Registered Shares		5,870		200,925
Bayerische Motoren Werke AG		82,798		8,639,334
Delivery Hero SE(a)(c)		26,346		835,132
Deutsche Post AG, Registered Shares		48,290		2,269,102
Deutsche Telekom AG, Registered Shares		793,372		19,015,753
Evonik Industries AG		4,403		82,339
Infineon Technologies AG, Class N		366,642		14,146,720
KION Group AG		4,281		156,115
LANXESS AG		37,765		918,735
Mercedes-Benz Group AG, Class N		263,908		17,159,127
Nemetschek SE		21,598		1,885,559
RWE AG		144,643		6,200,010
SAP SE		175,047		27,844,834
Siemens AG, Registered Shares		142,286		23,901,567
Zalando SE(a)(c)		112,753		2,688,275
				141,751,162
Hong Kong — 2.0%
AIA Group Ltd.		2,398,200		20,617,643
CK Asset Holdings Ltd.		289,500		1,370,893
CK Infrastructure Holdings Ltd.		42,500		210,458
Hongkong Land Holdings Ltd.		45,600		146,873
Jardine Matheson Holdings Ltd.		83,300		3,226,173
New World Development Co. Ltd.(b)		1,045,000		1,554,985
Sino Land Co. Ltd.		342,000		344,150
Sun Hung Kai Properties Ltd.		54,000		529,452
Swire Pacific Ltd., Class A		5,500		35,644

16 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage International Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Hong Kong (continued)
Swire Properties Ltd.		171,600	$	333,242
Wharf Real Estate Investment Co. Ltd.		223,000		702,847
				29,072,360
India — 0.0%
AceVector Ltd. (Acquired 05/07/14, cost $804,375)(a)(d)(e)		172,800		102,818
Ireland — 0.0%
James Hardie Industries PLC(a)		12,940		413,232
Kingspan Group PLC		3,429		272,485
				685,717
Israel — 0.4%
Bank Hapoalim BM		52,371		442,450
Bank Leumi Le-Israel BM		112,527		843,452
Nice Ltd.(a)		10,301		1,955,343
Teva Pharmaceutical Industries Ltd.(a)		177,140		1,735,772
				4,977,017
Italy — 2.8%
Assicurazioni Generali SpA		85,920		1,779,377
Enel SpA		2,548,129		18,007,218
Eni SpA		2,568		42,584
Ferrari NV		15,486		5,580,805
Intesa Sanpaolo SpA		1,378,312		3,973,118
Leonardo SpA		80,068		1,228,798
MFE-MediaForEurope NV, Class A		23		56
MFE-MediaForEurope NV, Class B(b)		2		7
Moncler SpA		8,015		444,140
Poste Italiane SpA(c)		181,680		1,958,121
Recordati Industria Chimica e Farmaceutica SpA		24,957		1,201,943
Snam SpA		153,871		775,309
UniCredit SpA		153,182		4,178,011
				39,169,487
Japan — 23.8%
Asahi Kasei Corp.		25,600		177,741
Astellas Pharma, Inc.		749,600		9,136,024
Canon, Inc.		35,500		914,642
Central Japan Railway Co.		298,100		7,151,469
Concordia Financial Group Ltd.		24,900		117,193
Dai-ichi Life Holdings, Inc.		83,900		1,758,848
Daito Trust Construction Co. Ltd.		12,200		1,343,889
Daiwa House Industry Co. Ltd.		49,000		1,392,308
Denso Corp.		149,300		2,343,076
DMG Mori Co. Ltd.		163,400		2,944,071
ENEOS Holdings, Inc.		639,800		2,518,232
Fast Retailing Co. Ltd.		65,500		16,640,042
GMO Payment Gateway, Inc.		29,600		1,735,583
Hikari Tsushin, Inc.		400		62,038
Hitachi Ltd.		206,800		14,379,068
Honda Motor Co. Ltd.		20,800		212,762
Hoya Corp.		30,500		3,430,530
Hulic Co. Ltd.		118,500		1,176,768
ITOCHU Corp.		119,700		4,653,629
J Front Retailing Co. Ltd.		126,300		1,156,962
Japan Exchange Group, Inc.		44,800		914,472
Japan Post Bank Co. Ltd.		129,000		1,272,287
Japan Post Holdings Co. Ltd.		1,184,200		10,462,778
Japan Tobacco, Inc.		581,100		14,942,847
JFE Holdings, Inc.		39,500		583,461
JGC Holdings Corp.		8,600		96,908
Kakaku.com, Inc.		137,600		1,557,338
KDDI Corp.		79,500		2,483,426

Security	Shares		Value
Japan (continued)
KDX Realty Investment Corp.		60	$	68,721
Kobayashi Pharmaceutical Co. Ltd.		8,600		396,706
Komatsu Ltd.		149,600		3,826,632
Konica Minolta, Inc.(a)		42,500		134,646
Kubota Corp.		4,300		61,760
Kyowa Kirin Co. Ltd.		105,900		1,750,645
Lawson, Inc.		74,100		3,659,019
M3, Inc.		65,600		1,082,569
Marubeni Corp.		53,500		836,093
Marui Group Co. Ltd.		102,700		1,642,621
Mitsubishi Chemical Group Corp.		589,500		3,865,470
Mitsubishi Corp.		282,800		13,186,470
Mitsubishi Electric Corp.		23,300		315,621
Mitsubishi Estate Co. Ltd.		136,300		1,842,568
Mitsubishi HC Capital, Inc.		71,500		466,397
Mitsubishi UFJ Financial Group, Inc.		1,495,500		12,742,660
Mitsui & Co. Ltd.		327,100		11,928,364
Mitsui Fudosan Co. Ltd.		253,700		5,963,805
Mizuho Financial Group, Inc.		224,300		3,806,300
MS&AD Insurance Group Holdings, Inc.		202,800		7,635,701
Murata Manufacturing Co. Ltd.		54,600		1,061,000
Nexon Co. Ltd.		73,700		1,592,559
Nidec Corp.		161,200		6,112,433
Nikon Corp.		117,200		1,131,567
Nintendo Co. Ltd.		144,000		6,712,189
Nippon Express Holdings, Inc.		36,300		1,980,175
Nippon Paint Holdings Co. Ltd.		49,500		368,997
Nippon Telegraph & Telephone Corp.		2,988,600		3,497,398
Nissan Motor Co. Ltd.		1,334,900		5,298,673
Nomura Holdings, Inc.		182,200		746,144
Nomura Real Estate Holdings, Inc.		2,700		65,843
NSK Ltd.		242,700		1,273,960
Obic Co. Ltd.		9,100		1,392,251
Omron Corp.		52,700		2,209,456
Ono Pharmaceutical Co. Ltd.		114,800		2,115,078
Oracle Corp. Japan		9,500		731,587
Oriental Land Co. Ltd.		57,700		1,960,022
ORIX Corp.		249,200		4,552,644
Otsuka Corp.		1,400		57,039
Otsuka Holdings Co. Ltd.		59,600		2,299,096
Pan Pacific International Holdings Corp.		27,900		604,438
Panasonic Holdings Corp.		1,041,400		10,730,704
Rakuten Group, Inc.		580,700		2,294,867
Recruit Holdings Co. Ltd.		480,100		17,741,820
Resona Holdings, Inc.		190,600		992,846
SBI Holdings, Inc.		2,000		43,388
SCREEN Holdings Co. Ltd.		24,500		1,782,273
Sega Sammy Holdings, Inc.		256,300		3,720,721
Sekisui House Ltd.		204,600		4,189,264
SHIFT, Inc.(a)		1,400		324,795
Shiseido Co. Ltd.		86,800		2,325,246
Skylark Holdings Co. Ltd.(a)		151,900		2,236,165
SoftBank Corp.		255,800		3,108,716
SoftBank Group Corp.		91,900		3,723,937
Sompo Holdings, Inc.		42,000		1,926,683
Subaru Corp.		4,700		83,845
Sumitomo Chemical Co. Ltd.		47,300		120,784
Sumitomo Corp.		11,300		236,920
Sumitomo Electric Industries Ltd.		60,400		750,099
Sumitomo Mitsui Financial Group, Inc.		120,200		5,913,534
Sumitomo Mitsui Trust Holdings, Inc.		23,300		876,909
Sumitomo Realty & Development Co. Ltd.		39,500		1,117,151

SCHEDULES  OF INVESTMENTS 17

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage International Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Japan (continued)
T&D Holdings, Inc.		44,700	$	665,097
Takeda Pharmaceutical Co. Ltd.		146,900		4,164,312
Terumo Corp.		12,700		405,479
Toho Co. Ltd.		17,000		589,145
Tokio Marine Holdings, Inc.		551,800		13,663,749
Tokyo Electron Ltd.		118,200		18,989,024
Tokyo Tatemono Co. Ltd.		9,100		129,538
Toyota Motor Corp.		398,300		7,562,064
Toyota Tsusho Corp.		4,200		232,744
				337,175,528
Luxembourg — 1.0%
ArcelorMittal SA		586,191		14,737,461
SES SA		9		54
				14,737,515
Macau — 0.1%
Galaxy Entertainment Group Ltd.		50,000		258,655
Sands China Ltd.(a)		459,600		1,127,167
				1,385,822
Netherlands — 4.4%
ABN AMRO Bank NV, CVA(c)		62,183		835,699
Adyen NV(a)(c)		1,331		1,556,279
Argenx SE(a)		3,592		1,602,183
ASML Holding NV		19,275		13,136,426
Euronext NV(c)		10,389		862,410
ING Groep NV		1,055,720		14,831,796
Koninklijke Philips NV(a)		29,030		595,732
NN Group NV		27,785		1,060,387
Shell PLC		594,458		19,215,770
Signify NV(c)		100,219		2,916,280
Stellantis NV		248,675		5,404,799
Wolters Kluwer NV, Class C		5,127		706,207
				62,723,968
New Zealand — 0.2%
Xero Ltd.(a)		33,619		2,292,118
Norway — 1.4%
DNB Bank ASA		209,615		3,996,070
Equinor ASA		447,645		14,301,940
Norsk Hydro ASA		24,554		142,580
Yara International ASA		23,636		801,857
				19,242,447
Portugal — 0.0%
EDP - Energias de Portugal SA		51,140		244,579
Singapore — 1.6%
CapitaLand Integrated Commercial Trust(b)		377,400		513,357
CapitaLand Investment Ltd.		452,900		1,025,698
DBS Group Holdings Ltd.		141,400		3,358,912
Jardine Cycle & Carriage Ltd.		120,400		2,568,622
Singapore Airlines Ltd.		1,153,700		5,470,851
Singapore Telecommunications Ltd.		2,652,500		4,570,392
STMicroelectronics NV		54,520		2,588,027
United Overseas Bank Ltd.		111,600		2,277,675
UOL Group Ltd.		16,100		70,987
				22,444,521
South Africa — 0.0%
Anglo American PLC		15,745		426,106
Spain — 3.6%
Acciona SA		13,022		1,838,018
ACS Actividades de Construccion y Servicios SA		20,931		836,661

Security	Shares		Value
Spain (continued)
Amadeus IT Group SA		100,562	$	6,904,258
Banco Santander SA		4,452,681		18,457,397
Bankinter SA		112,063		788,459
CaixaBank SA		1,821,454		8,204,161
EDP Renovaveis SA		4,105		74,975
Iberdrola SA		72,836		900,179
Industria de Diseno Textil SA		161,855		6,678,954
Repsol SA		93,091		1,429,444
Telefonica SA		1,098,040		4,735,022
				50,847,528
Sweden — 2.3%
Assa Abloy AB, Class B		322,346		8,258,629
Atlas Copco AB, B Shares		63,319		836,307
Electrolux AB, Class B(a)		251,176		2,472,760
Elekta AB, B Shares		218,388		1,704,397
Essity AB, Class B		19,762		494,393
Evolution AB(c)		2,103		217,871
H & M Hennes & Mauritz AB, B Shares		515,861		8,262,206
Hexagon AB, B Shares		17,458		174,857
Investor AB, B Shares		187,528		3,896,087
SKF AB, B Shares		66,306		1,247,936
Swedish Orphan Biovitrum AB(a)		6,447		153,197
Telefonaktiebolaget LM Ericsson, B Shares		17,079		84,454
Trelleborg AB, B Shares		105,862		3,285,783
Volvo Car AB, Class B(a)		336,428		1,098,105
				32,186,982
Switzerland — 10.0%
ABB Ltd., Registered Shares		476,089		18,933,373
Avolta AG, Registered Shares(a)		40,218		1,404,986
Chocoladefabriken Lindt & Spruengli AG, NVS		77		952,083
Chocoladefabriken Lindt & Spruengli AG, Registered Shares		11		1,345,448
Holcim AG		84,541		6,218,814
Kuehne + Nagel International AG, Registered Shares		6,078		1,759,409
Logitech International SA, Registered Shares		90,445		7,906,707
Medmix AG(c)		2		43
Nestlé SA, Registered Shares		347,843		39,580,598
Novartis AG, Registered Shares		296,140		28,905,716
Roche Holding AG		3,548		1,010,828
Roche Holding AG, NVS		81,364		21,888,637
SGS SA, Registered Shares		84,268		7,171,448
Temenos AG, Registered Shares		55,799		4,735,104
				141,813,194
United Kingdom — 12.4%
AstraZeneca PLC		95,528		12,295,065
Auto Trader Group PLC(c)		447,556		4,104,968
Aviva PLC		154,147		813,892
BAE Systems PLC		1,166,265		15,473,213
Barclays PLC		1,869,898		3,343,350
BP PLC		2,921,773		17,763,423
British American Tobacco PLC		567,636		18,062,184
British Land Co. PLC (The)		654,324		2,913,958
Bunzl PLC		1,597		60,625
Carnival PLC(a)		41,221		546,891
CK Hutchison Holdings Ltd.		31,500		158,036
Close Brothers Group PLC		15		146
CNH Industrial NV		320,403		3,405,862
ConvaTec Group PLC(c)		46,937		133,303
Diageo PLC		35,398		1,238,978
Direct Line Insurance Group PLC(a)		219,470		522,940
Drax Group PLC		37,611		207,401

18 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage International Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
United Kingdom (continued)
Dunelm Group PLC		24	$	317
easyJet PLC(a)		282,458		1,624,596
Experian PLC		337,143		12,394,612
GSK PLC		361,216		6,490,134
Halma PLC		29,050		783,990
HSBC Holdings PLC		823,430		6,289,691
IG Group Holdings PLC		42,400		366,685
IMI PLC		29,903		591,010
Imperial Brands PLC		82,178		1,921,233
Intertek Group PLC		41,421		2,088,532
Johnson Matthey PLC		2,724		53,387
Just Eat Takeaway.com NV(a)(c)		274,812		4,301,561
Lloyds Banking Group PLC		378,332		208,570
London Stock Exchange Group PLC		60,443		6,813,946
Pearson PLC		7,992		94,805
Reckitt Benckiser Group PLC		36,434		2,487,238
RELX PLC		49,239		1,894,856
Rightmove PLC		314,791		2,171,311
Rolls-Royce Holdings PLC(a)		10,018		34,186
Smiths Group PLC		578,658		12,073,568
Spectris PLC		50,844		2,162,198
Standard Chartered PLC		124,021		1,026,666
Tate & Lyle PLC		31,353		244,218
Tesco PLC		1,729,110		6,249,017
Unilever PLC		167,553		7,993,413
Vodafone Group PLC		15,824,702		14,229,076
Weir Group PLC (The)		4,003		94,883
				175,727,934
United States — 0.1%
CRH PLC		9,584		606,107
Ferrovial SE		15,901		549,925
				1,156,032
Total Common Stocks — 96.8% (Cost: $1,208,785,017)				1,373,773,060
Preferred Securities
Preferred Stocks — 0.1%
Germany — 0.1%
Bayerische Motoren Werke AG, Preference Shares		6,849		650,854
Total Preferred Securities — 0.1% (Cost: $653,795)				650,854
Total Long-Term Investments — 96.9% (Cost: $1,209,438,812)				1,374,423,914

Security	Shares		Value
Short-Term Securities
Money Market Funds — 2.5%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(f)(g)		34,662,191	$	34,662,191
SL Liquidity Series, LLC, Money Market Series, 5.56%(f)(g)(h)		1,170,453		1,172,106
Total Short-Term Securities — 2.5% (Cost: $35,833,932)				35,834,297
Total Investments — 99.4% (Cost: $1,245,272,744)				1,410,258,211
Other Assets Less Liabilities — 0.6%				8,417,980
Net Assets — 100.0%			$	1,418,676,191

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

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

^(e)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $102,818, representing 0.0% of its net assets as of period end, and an original cost of $804,375.

^(f)  Affiliate of the Fund.

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

^(h)  All or a portion of this security was purchased with the cash collateral from loaned securities.

SCHEDULES  OF INVESTMENTS 19

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage International Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost		Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	39,104,394	$	—	$	(4,442,203	)(a)	$	—	$	—	$	34,662,191		34,662,191	$	769,785		$	—
SL Liquidity Series, LLC, Money Market Series		2,613,380		—		(1,442,257	)(a)		811		172		1,172,106		1,170,453		11,798	(b)		—
								$	811	$	172	$	35,834,297			$	781,583		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
MSCI EAFE Index		291		12/15/23	$	30,942	$	796,789

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	796,789	$	—	$	—	$	—	$	796,789

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements 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 period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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	$	—	$	—	$	(1,296,700	)	$	—	$	—	$	—	$	(1,296,700	)
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	2,073,132		$	—	$	—	$	—	$	2,073,132

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	29,814,255

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

20 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage International Fund

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Australia	$	128	$	81,266,354	$	—	$	81,266,482
Austria		—		7,236,747		—		7,236,747
Belgium		—		16,098,929		—		16,098,929
China		—		4,021,145		—		4,021,145
Denmark		—		58,855,470		—		58,855,470
Finland		27,428		3,255,948		—		3,283,376
France		58,344		124,789,732		—		124,848,076
Germany		—		141,751,162		—		141,751,162
Hong Kong		—		29,072,360		—		29,072,360
India		—		—		102,818		102,818
Ireland		—		685,717		—		685,717
Israel		—		4,977,017		—		4,977,017
Italy		63		39,169,424		—		39,169,487
Japan		3,778,096		333,397,432		—		337,175,528
Luxembourg		—		14,737,515		—		14,737,515
Macau		—		1,385,822		—		1,385,822
Netherlands		—		62,723,968		—		62,723,968
New Zealand		—		2,292,118		—		2,292,118
Norway		—		19,242,447		—		19,242,447
Portugal		—		244,579		—		244,579
Singapore		—		22,444,521		—		22,444,521
South Africa		—		426,106		—		426,106
Spain		—		50,847,528		—		50,847,528
Sweden		153,197		32,033,785		—		32,186,982
Switzerland		43		141,813,151		—		141,813,194
United Kingdom		451,619		175,276,315		—		175,727,934
United States		—		1,156,032		—		1,156,032
Preferred Securities		—		650,854		—		650,854
Short-Term Securities
Money Market Funds		34,662,191		—		—		34,662,191
	$	39,131,109	$	1,369,852,178	$	102,818		1,409,086,105
Investments valued at NAV(a)								1,172,106
							$	1,410,258,211
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	796,789	$	—	$	—	$	796,789

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULES  OF INVESTMENTS 21

Schedule of Investments (unaudited)  November 30, 2023 BlackRock Advantage Large Cap Growth Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 0.5%
Lockheed Martin Corp.		12,761	$	5,713,993
Air Freight & Logistics — 0.7%
FedEx Corp.		29,584		7,657,227
Automobiles — 2.4%
General Motors Co.		35,382		1,118,071
Tesla, Inc.(a)		100,107		24,033,689
				25,151,760
Beverages — 1.9%
Coca-Cola Co. (The)		82,238		4,805,989
PepsiCo, Inc.		87,754		14,768,120
				19,574,109
Biotechnology — 4.1%
AbbVie, Inc.		83,751		11,925,305
ACADIA Pharmaceuticals, Inc.(a)		11,662		259,829
Amgen, Inc.		63,937		17,239,973
Exelixis, Inc.(a)		63,103		1,376,276
Incyte Corp.(a)		136,037		7,392,251
Neurocrine Biosciences, Inc.(a)		22,986		2,679,938
Seagen, Inc.(a)		6,158		1,312,947
Ultragenyx Pharmaceutical, Inc.(a)		20,150		782,827
United Therapeutics Corp.(a)		898		215,520
				43,184,866
Broadline Retail — 5.1%
Amazon.com, Inc.(a)		354,501		51,789,051
MercadoLibre, Inc.(a)		1,156		1,873,252
				53,662,303
Building Products — 0.3%
A O Smith Corp.		8,200		617,952
Builders FirstSource, Inc.(a)		20,771		2,785,599
Owens Corning		1,209		163,916
				3,567,467
Capital Markets — 1.4%
Moody’s Corp.		24,741		9,029,476
S&P Global, Inc.		13,440		5,588,755
				14,618,231
Chemicals — 1.2%
Cabot Corp.		1		76
Ecolab, Inc.		10,638		2,039,624
Sherwin-Williams Co. (The)		38,880		10,839,744
				12,879,444
Commercial Services & Supplies — 1.0%
Cintas Corp.		18,124		10,027,103
Communications Equipment — 0.2%
Arista Networks, Inc.(a)		9,690		2,128,990
Construction & Engineering — 0.6%
EMCOR Group, Inc.		16,967		3,605,827
Valmont Industries, Inc.		11,849		2,601,685
				6,207,512
Consumer Staples Distribution & Retail — 0.6%
Sysco Corp.		44,452		3,208,101
Walmart, Inc.		20,874		3,249,873
				6,457,974

Security	Shares		Value
Electrical Equipment — 0.3%
AMETEK, Inc.		4,883	$	757,988
Rockwell Automation, Inc.		8,803		2,424,698
				3,182,686
Electronic Equipment, Instruments & Components — 1.5%
Flex Ltd.(a)		106,388		2,707,575
TE Connectivity Ltd.		100,789		13,203,359
				15,910,934
Entertainment — 1.3%
Electronic Arts, Inc.		18,476		2,549,873
Netflix, Inc.(a)		15,616		7,401,516
Spotify Technology SA(a)		17,985		3,329,203
				13,280,592
Financial Services — 5.5%
Block, Inc., Class A(a)		133,863		8,490,930
Euronet Worldwide, Inc.(a)		1,501		130,917
Fiserv, Inc.(a)		3,115		406,850
Jack Henry & Associates, Inc.		23,125		3,669,706
Mastercard, Inc., Class A		70,054		28,990,447
Visa, Inc., Class A		63,532		16,307,394
				57,996,244
Food Products — 0.6%
Archer-Daniels-Midland Co.		2,107		155,349
Hershey Co. (The)		32,779		6,159,830
				6,315,179
Ground Transportation — 0.1%
Old Dominion Freight Line, Inc.		2,007		780,843
Health Care Equipment & Supplies — 2.0%
Dexcom, Inc.(a)		20,440		2,361,229
Edwards Lifesciences Corp.(a)		42,433		2,873,138
IDEXX Laboratories, Inc.(a)		7,323		3,411,200
Medtronic PLC		44,635		3,538,217
ResMed, Inc.		12,599		1,987,240
Stryker Corp.		21,795		6,458,512
				20,629,536
Health Care Providers & Services — 1.4%
Cencora, Inc.		2,561		520,831
Elevance Health, Inc.		28,268		13,554,223
Tenet Healthcare Corp.(a)		6,546		451,739
UnitedHealth Group, Inc.		1,105		611,032
				15,137,825
Health Care Technology — 0.3%
Teladoc Health, Inc.(a)		146,987		2,666,344
Hotels, Restaurants & Leisure — 2.6%
Booking Holdings, Inc.(a)		3,840		12,002,688
Boyd Gaming Corp.		69,200		4,086,260
McDonald’s Corp.		18,051		5,087,494
Starbucks Corp.		46,643		4,631,650
Travel + Leisure Co.		40,546		1,445,059
				27,253,151
Household Durables — 0.4%
DR Horton, Inc.		19,193		2,450,370
Toll Brothers, Inc.		1,428		122,651
TopBuild Corp.(a)		5,094		1,506,704
				4,079,725

22 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Growth Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Household Products — 0.4%
Kimberly-Clark Corp.		26,072	$	3,225,888
Procter & Gamble Co. (The)		5,996		920,506
				4,146,394
Insurance — 0.1%
Marsh & McLennan Cos., Inc.		4,009		799,475
W. R. Berkley Corp.		1,950		141,472
				940,947
Interactive Media & Services — 9.2%
Alphabet, Inc., Class A(a)		147,245		19,514,380
Alphabet, Inc., Class C, NVS(a)		231,713		31,031,005
Meta Platforms, Inc., Class A(a)		141,059		46,147,452
Pinterest, Inc., Class A(a)		5,447		185,579
				96,878,416
IT Services — 0.8%
Akamai Technologies, Inc.(a)		16,873		1,949,338
Amdocs Ltd.		9,379		785,679
Cognizant Technology Solutions Corp., Class A		9,464		666,076
Snowflake, Inc., Class A(a)		17,358		3,257,749
VeriSign, Inc.(a)		4,546		964,661
Wix.com Ltd.(a)		3,193		324,090
				7,947,593
Life Sciences Tools & Services — 0.8%
Agilent Technologies, Inc.		66,775		8,533,845
Mettler-Toledo International, Inc.(a)		347		378,900
				8,912,745
Machinery — 1.0%
Illinois Tool Works, Inc.		24,254		5,874,561
Oshkosh Corp.		21,381		2,080,157
Otis Worldwide Corp.		28,602		2,453,766
Parker-Hannifin Corp.		571		247,346
				10,655,830
Pharmaceuticals — 2.6%
Bristol-Myers Squibb Co.		73,684		3,638,516
Eli Lilly & Co.		38,586		22,805,869
Zoetis, Inc., Class A		3,891		687,423
				27,131,808
Semiconductors & Semiconductor Equipment — 9.1%
Applied Materials, Inc.		118,279		17,715,829
ARM Holdings PLC, ADR(a)(b)		24,732		1,521,018
Broadcom, Inc.		486		449,905
Cirrus Logic, Inc.(a)		9,229		700,573
KLA Corp.		1,329		723,800
Lam Research Corp.		6,244		4,470,205
MaxLinear, Inc.(a)		13,095		245,269
NVIDIA Corp.		107,750		50,394,675
NXP Semiconductors NV		14,557		2,970,793
QUALCOMM, Inc.		126,869		16,372,444
				95,564,511
Software — 20.4%
Adobe, Inc.(a)		42,468		25,948,373
Atlassian Corp., Class A(a)		4,284		818,030
Autodesk, Inc.(a)		7,410		1,618,566
Cadence Design Systems, Inc.(a)		39,543		10,805,916
Fortinet, Inc.(a)		52,853		2,777,954
FreedomPay, Inc.(a)(c)		43,051		414,151

Security	Shares		Value
Software (continued)
Manhattan Associates, Inc.(a)		34,908	$	7,786,229
Microsoft Corp.		370,901		140,538,098
Palo Alto Networks, Inc.(a)		3,716		1,096,554
Salesforce, Inc.(a)		34,536		8,699,618
ServiceNow, Inc.(a)		16,990		11,650,722
Teradata Corp.(a)		38,684		1,827,819
Workday, Inc., Class A(a)		2,561		693,314
				214,675,344
Specialty Retail — 3.7%
AutoNation, Inc.(a)		35,778		4,839,690
Best Buy Co., Inc.		85,439		6,061,043
Home Depot, Inc. (The)		297		93,106
O’Reilly Automotive, Inc.(a)		4,266		4,190,833
Penske Automotive Group, Inc.		9,879		1,474,935
TJX Cos., Inc. (The)		188,862		16,640,631
Ulta Beauty, Inc.(a)		4,530		1,929,735
Wayfair, Inc., Class A(a)		67,547		3,769,122
				38,999,095
Technology Hardware, Storage & Peripherals — 13.0%
Apple Inc.		630,587		119,780,001
Dell Technologies, Inc., Class C		57,747		4,381,265
Hewlett Packard Enterprise Co.		263,868		4,462,008
HP, Inc.		276,122		8,101,419
Pure Storage, Inc., Class A(a)		2,932		97,665
				136,822,358
Textiles, Apparel & Luxury Goods — 1.3%
Lululemon Athletica, Inc.(a)		23,464		10,483,715
Skechers U.S.A., Inc., Class A(a)		47,682		2,808,947
				13,292,662
Trading Companies & Distributors — 0.6%
WW Grainger, Inc.		8,172		6,424,745
Total Long-Term Investments — 99.0% (Cost: $636,507,246)				1,040,456,486
Short-Term Securities
Money Market Funds — 1.1%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(d)(e)		9,017,960		9,017,960
SL Liquidity Series, LLC, Money Market Series, 5.56%(d)(e)(f)		2,250,146		2,251,046
Total Short-Term Securities — 1.1% (Cost: $11,268,913)				11,269,006
Total Investments — 100.1% (Cost: $647,776,159)				1,051,725,492
Liabilities in Excess of Other Assets — (0.1)%				(578,265	)
Net Assets — 100.0%			$	1,051,147,227

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

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

^(d)  Affiliate of the Fund.

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

^(f)  All or a portion of this security was purchased with the cash collateral from loaned securities.

SCHEDULES  OF INVESTMENTS 23

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Growth Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	6,109,397	$	2,908,563	(a)	$	—		$	—		$	—	$	9,017,960		9,017,960	$	232,344		$	—
SL Liquidity Series, LLC, Money Market Series		12,171,918		—			(9,919,874	)(a)		(2,273	)		1,275		2,251,046		2,250,146		113,214	(b)		—
									$	(2,273	)	$	1,275	$	11,269,006			$	345,558		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
NASDAQ 100 E-Mini Index		36		12/15/23	$	11,510	$	407,875

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	407,875	$	—	$	—	$	—	$	407,875

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements 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 period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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	$	—	$	—	$	1,171,680	$	—	$	—	$	—	$	1,171,680
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	747	$	—	$	—	$	—	$	747

24 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Growth Fund

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	11,193,255

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	1,040,042,335	$	—	$	414,151	$	1,040,456,486
Short-Term Securities
Money Market Funds		9,017,960		—		—		9,017,960
	$	1,049,060,295	$	—	$	414,151		1,049,474,446
Investments valued at NAV(a)								2,251,046
							$	1,051,725,492
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	407,875	$	—	$	—	$	407,875

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULES  OF INVESTMENTS 25

Schedule of Investments (unaudited)  November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 0.4%
AAR Corp.(a)(b)		43,870	$	3,040,191
Ducommun, Inc.(a)		101,955		5,136,493
HEICO Corp., Class A		7,286		1,001,169
Moog, Inc., Class A		6,214		870,022
V2X, Inc.(a)		40,110		1,700,664
				11,748,539
Air Freight & Logistics — 0.1%
Hub Group, Inc., Class A(a)		52,281		3,949,829
Automobile Components — 2.1%
Adient PLC(a)		362,401		11,669,312
Cooper-Standard Holdings, Inc.(a)		84,866		1,505,523
Dana, Inc.		1,108,365		14,641,502
Gentherm, Inc.(a)		41,157		1,889,930
Goodyear Tire & Rubber Co. (The)(a)		332,251		4,614,966
Modine Manufacturing Co.(a)(b)		130,291		6,410,317
Motorcar Parts of America, Inc.(a)		37,624		362,695
Patrick Industries, Inc.		45,578		3,739,219
Standard Motor Products, Inc.		107,857		3,879,616
Visteon Corp.(a)		166,667		19,778,373
				68,491,453
Automobiles — 0.1%
Winnebago Industries, Inc.		52,980		3,424,097
Banks — 8.4%
Amalgamated Financial Corp.		261,974		5,501,454
Ameris Bancorp		87,709		3,734,649
Axos Financial, Inc.(a)		79,848		3,055,783
Bank of Marin Bancorp		65,532		1,260,180
Bank7 Corp.		567		13,495
BankFinancial Corp.		42,534		379,829
Bar Harbor Bankshares		4,194		108,918
BayCom Corp.		962		20,106
Business First Bancshares, Inc.		75,468		1,526,718
Byline Bancorp, Inc.		19,920		398,201
Capital City Bank Group, Inc.		184,595		4,936,070
Capstar Financial Holdings, Inc.		84,264		1,384,458
Civista Bancshares, Inc.		12,647		197,926
Colony Bankcorp, Inc.		3,247		34,840
Community Trust Bancorp, Inc.		56,023		2,229,155
ConnectOne Bancorp, Inc.		148,378		2,917,111
CVB Financial Corp.		143,079		2,558,253
Dime Community Bancshares, Inc.		50,471		1,014,467
Eagle Bancorp, Inc.		8,553		203,048
Enterprise Bancorp, Inc.		21,593		583,659
Enterprise Financial Services Corp.		244,201		9,575,121
FB Financial Corp.		233,547		7,837,837
Financial Institutions, Inc.		70,662		1,226,692
First Bancshares, Inc. (The)		102,807		2,637,000
First Busey Corp.		122,633		2,661,136
First Business Financial Services, Inc.		47,081		1,646,893
First Community Bankshares, Inc.		65,814		2,149,485
First Financial Corp.		60,776		2,324,682
First Financial Northwest, Inc.		117,364		1,411,889
First Foundation, Inc.		77,299		454,518
First Internet Bancorp		65,618		1,439,659
First Interstate BancSystem, Inc., Class A		567,106		14,682,374
First Merchants Corp.		112,751		3,458,073
First United Corp.		31,236		577,866
FS Bancorp, Inc.		1,488		45,161
Fulton Financial Corp.		484,629		6,896,271

Security	Shares		Value
Banks (continued)
Hancock Whitney Corp.		647,308	$	26,701,455
HBT Financial, Inc.		161,953		3,036,619
Heartland Financial U.S.A., Inc.		1,031,712		31,910,852
Heritage Commerce Corp.		709,749		6,025,769
Heritage Financial Corp.		37,249		663,777
HomeTrust Bancshares, Inc.		124,557		2,874,776
Hope Bancorp, Inc.		26,254		257,289
Horizon Bancorp, Inc.		585,531		6,376,433
Independent Bank Corp.		126,223		2,728,941
Independent Bank Group, Inc.		50,534		1,954,655
International Bancshares Corp.		40,172		1,802,518
Lakeland Bancorp, Inc.		404,105		5,006,861
MainStreet Bancshares, Inc.		10,441		217,382
Mercantile Bank Corp.		60,878		2,093,594
Meridian Corp.		440		5,768
Mid Penn Bancorp, Inc.		65,703		1,321,944
Midland States Bancorp, Inc.		301,973		6,818,550
MidWestOne Financial Group, Inc.		17,786		374,573
MVB Financial Corp.		8,732		174,553
National Bank Holdings Corp., Class A		42,538		1,404,179
Northrim BanCorp, Inc.		117,783		5,814,947
OceanFirst Financial Corp.		1,259,093		17,451,029
Origin Bancorp, Inc.		69,992		2,223,646
Peapack-Gladstone Financial Corp.		62,196		1,544,949
Premier Financial Corp.		339,370		6,777,219
Primis Financial Corp.		5,858		58,639
RBB Bancorp		2,173		33,203
Republic Bancorp, Inc., Class A		32,644		1,532,636
Republic First Bancorp, Inc.(a)		1,198,112		101,240
Riverview Bancorp, Inc.		214,923		1,285,240
Sandy Spring Bancorp, Inc.		237,353		5,226,513
Seacoast Banking Corp. of Florida		28,681		666,546
Shore Bancshares, Inc.		138,798		1,657,248
Sierra Bancorp		82,339		1,543,033
SmartFinancial, Inc.		42,987		918,632
South Plains Financial, Inc.		80,530		2,093,780
Southern First Bancshares, Inc.(a)		50,275		1,477,080
Summit Financial Group, Inc.		15,941		372,541
Third Coast Bancshares, Inc.(a)		6,565		111,277
Timberland Bancorp, Inc.		7,135		207,914
Towne Bank		188,289		4,944,469
UMB Financial Corp.		74,003		5,303,055
United Bankshares, Inc.		191,347		6,335,499
Univest Financial Corp.		186,626		3,525,365
Veritex Holdings, Inc.		66,755		1,277,691
Washington Trust Bancorp, Inc.		211,109		5,645,055
WesBanco, Inc.		342,447		9,115,939
Western New England Bancorp, Inc.		6,620		51,967
Wintrust Financial Corp.		13,885		1,189,528
				281,319,345
Beverages — 1.0%
Coca-Cola Consolidated, Inc.		1,476		1,084,151
MGP Ingredients, Inc.		93,362		7,977,783
National Beverage Corp.(a)		56,451		2,683,681
Primo Water Corp.		1,368,028		19,658,562
Vita Coco Co., Inc. (The)(a)		27,685		776,841
				32,181,018
Biotechnology — 7.1%
2seventy bio, Inc.(a)		87,321		159,797
4D Molecular Therapeutics, Inc.(a)		64,588		821,559
ACADIA Pharmaceuticals, Inc.(a)(b)		196,111		4,369,353
Agenus, Inc.(a)(b)		795,301		618,028

26 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Biotechnology (continued)
Agios Pharmaceuticals, Inc.(a)(b)		127,088	$	2,825,166
Alector, Inc.(a)(b)		677,289		3,670,906
Alkermes PLC(a)		453,202		10,940,296
Allakos, Inc.(a)(b)		111,299		247,084
Allogene Therapeutics, Inc.(a)(b)		337,216		792,458
ALX Oncology Holdings, Inc.(a)		45,110		353,662
Amicus Therapeutics, Inc.(a)		174,181		1,919,475
Anika Therapeutics, Inc.(a)		39,041		855,388
Apollomics, Inc., Class A(a)		4,107		3,881
Applied Molecular Transport, Inc.(a)		65,272		12,793
Arcus Biosciences, Inc.(a)		212,865		3,205,747
Arrowhead Pharmaceuticals, Inc.(a)(b)		57,707		1,223,388
ARS Pharmaceuticals, Inc.(a)		65		314
Atossa Therapeutics, Inc.(a)(b)		338,308		251,397
Beam Therapeutics, Inc.(a)(b)		221,014		6,206,073
BioAtla, Inc.(a)		141,176		249,882
BioCryst Pharmaceuticals, Inc.(a)		448,493		2,637,139
Blueprint Medicines Corp.(a)		174,304		12,138,531
Bridgebio Pharma, Inc.(a)(b)		54,816		1,573,767
C4 Therapeutics, Inc.(a)		309,264		504,100
CareDx, Inc.(a)		325,330		3,158,954
Catalyst Pharmaceuticals, Inc.(a)		78,853		1,137,849
Chinook Therapeutics, Inc., CVR(a)(c)		35,990		15,476
Coherus Biosciences, Inc.(a)		1,002,292		2,134,882
Cytokinetics, Inc.(a)(b)		114,577		3,836,038
Deciphera Pharmaceuticals, Inc.(a)		329,851		4,159,421
Denali Therapeutics, Inc.(a)		456,350		8,451,602
Dynavax Technologies Corp.(a)(b)		605,833		8,299,912
Dyne Therapeutics, Inc.(a)(b)		116,378		1,289,468
Eagle Pharmaceuticals, Inc.(a)		25,084		146,741
Editas Medicine, Inc.(a)		285,709		3,008,516
Emergent BioSolutions, Inc.(a)(b)		1,079,154		2,309,390
Enanta Pharmaceuticals, Inc.(a)(b)		111,289		1,039,439
Erasca, Inc.(a)		1,734		2,948
Fate Therapeutics, Inc.(a)		1,352,646		3,368,089
G1 Therapeutics, Inc.(a)		5,173		9,725
Graphite Bio, Inc.(a)		9,136		20,739
Halozyme Therapeutics, Inc.(a)		292,832		11,306,244
Homology Medicines, Inc.(a)		191,198		101,526
Ideaya Biosciences, Inc.(a)		71,183		2,238,705
ImmunoGen, Inc.(a)		140,308		4,118,040
Insmed, Inc.(a)		58,946		1,474,829
Intellia Therapeutics, Inc.(a)		286,243		8,481,380
Ironwood Pharmaceuticals, Inc., Class A(a)		793,336		7,854,026
iTeos Therapeutics, Inc.(a)		226,751		2,122,389
Jounce Therapeutics, Inc., CVR(a)		10,334		91
Karyopharm Therapeutics, Inc.(a)(b)		744,877		573,555
Kezar Life Sciences, Inc.(a)		61,112		51,187
Kiniksa Pharmaceuticals Ltd., Class A(a)		203,881		3,296,756
Kinnate Biopharma, Inc.(a)		9,740		22,110
Kodiak Sciences, Inc.(a)		547,366		1,324,626
Kronos Bio, Inc.(a)(b)		43,065		51,247
Kura Oncology, Inc.(a)		377,895		3,654,245
Kymera Therapeutics, Inc.(a)		100,803		2,092,670
MacroGenics, Inc.(a)(b)		366,989		3,012,980
Madrigal Pharmaceuticals, Inc.(a)		2,616		531,833
MiMedx Group, Inc.(a)		139,128		1,081,025
Mural Oncology PLC(a)		45,320		163,605
Myriad Genetics, Inc.(a)		143,515		2,739,701
NextCure, Inc.(a)		169,789		200,351
Nkarta, Inc.(a)		39,690		104,782
Nurix Therapeutics, Inc.(a)		130,731		813,147

Security	Shares		Value
Biotechnology (continued)
Olema Pharmaceuticals, Inc.(a)		153,452	$	2,140,655
Organogenesis Holdings, Inc., Class A(a)		46,047		117,420
ORIC Pharmaceuticals, Inc.(a)		2,176		17,190
Passage Bio, Inc.(a)		143,703		90,691
PMV Pharmaceuticals, Inc.(a)		297,837		682,047
Poseida Therapeutics, Inc.(a)		155,138		414,219
Prelude Therapeutics, Inc.(a)		6,387		21,141
Prothena Corp. PLC(a)		23,604		769,018
PTC Therapeutics, Inc.(a)		252,998		5,824,014
Puma Biotechnology, Inc.(a)		222,711		868,573
RayzeBio, Inc.(a)		1,705		40,715
REGENXBIO, Inc.(a)		374,365		7,307,605
Relay Therapeutics, Inc.(a)		410,233		3,244,943
Replimune Group, Inc.(a)(b)		102,018		1,140,561
REVOLUTION Medicines, Inc.(a)(b)		124,641		2,907,875
Rigel Pharmaceuticals, Inc.(a)		767,935		875,446
Sage Therapeutics, Inc.(a)(b)		16,359		320,309
Sana Biotechnology, Inc.(a)(b)		128,988		523,691
Sangamo Therapeutics, Inc.(a)(b)		1,674,563		720,062
Scholar Rock Holding Corp.(a)		69,672		877,171
Shattuck Labs, Inc.(a)		4,414		8,652
Surface Oncology, Inc., CVR(a)		58,721		5,515
Sutro Biopharma, Inc.(a)		358,425		935,489
Syndax Pharmaceuticals, Inc.(a)		478,823		7,970,009
TG Therapeutics, Inc.(a)		45,869		587,582
Travere Therapeutics, Inc.(a)		591,926		3,717,295
Twist Bioscience Corp.(a)		336,018		8,081,233
Ultragenyx Pharmaceutical, Inc.(a)(b)		51,420		1,997,667
Vanda Pharmaceuticals, Inc.(a)		637,008		2,369,670
Vaxcyte, Inc.(a)		70,137		3,630,993
Veracyte, Inc.(a)		335,016		8,576,410
Vericel Corp.(a)(b)		88,753		3,154,282
Vir Biotechnology, Inc.(a)		376,225		3,570,375
Voyager Therapeutics, Inc.(a)		51,478		373,730
Xencor, Inc.(a)		341,421		6,261,661
				235,524,332
Broadline Retail — 0.1%
Dillard’s, Inc., Class A		6,418		2,227,624
Building Products — 2.0%
American Woodmark Corp.(a)		50,601		3,663,512
Apogee Enterprises, Inc.		60,601		2,733,105
Builders FirstSource, Inc.(a)		5,994		803,855
Caesarstone Ltd.(a)		78,729		319,640
Gibraltar Industries, Inc.(a)		162,529		10,920,324
Janus International Group, Inc.(a)(b)		543,033		5,728,998
JELD-WEN Holding, Inc.(a)		510,420		8,156,512
UFP Industries, Inc.		327,899		35,947,567
				68,273,513
Capital Markets — 1.7%
Artisan Partners Asset Management, Inc., Class A		101,886		3,836,008
AssetMark Financial Holdings, Inc.(a)(b)		47,541		1,218,951
Cohen & Steers, Inc.		52,287		3,058,267
Federated Hermes, Inc., Class B		83,185		2,646,947
GCM Grosvenor, Inc., Class A		31,780		256,464
Hamilton Lane, Inc., Class A		111,929		10,952,253
Houlihan Lokey, Inc., Class A		230,475		24,826,767
Oppenheimer Holdings, Inc., Class A, NVS		11,876		472,783
Patria Investments Ltd., Class A		105,598		1,495,268
PJT Partners, Inc., Class A		26,237		2,362,904
Victory Capital Holdings, Inc., Class A		211,580		6,802,297
				57,928,909

SCHEDULES  OF INVESTMENTS 27

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Chemicals — 0.9%
Alto Ingredients, Inc.(a)		77,029	$	187,951
Cabot Corp.		98,215		7,454,518
Ingevity Corp.(a)		23,133		897,329
Innospec, Inc.		39,324		4,131,773
Minerals Technologies, Inc.		67,368		4,219,932
Quaker Chemical Corp.		60,544		10,824,662
Rayonier Advanced Materials, Inc.(a)		228,885		755,320
				28,471,485
Commercial Services & Supplies — 0.6%
BrightView Holdings, Inc.(a)		487,565		3,724,997
CECO Environmental Corp.(a)		62,082		1,195,078
CoreCivic, Inc.(a)		328,588		4,754,668
Healthcare Services Group, Inc.		382,819		3,717,172
Interface, Inc., Class A		62,800		634,908
Li-Cycle Holdings Corp.(a)		199,351		175,748
Steelcase, Inc., Class A		542,041		6,672,525
				20,875,096
Communications Equipment — 0.4%
Calix, Inc.(a)(b)		250,295		9,658,884
Extreme Networks, Inc.(a)		63,817		1,030,006
Lantronix, Inc.(a)		1,949		11,324
NETGEAR, Inc.(a)		168,956		2,304,560
				13,004,774
Construction & Engineering — 2.9%
Arcosa, Inc.		7,492		555,907
Comfort Systems U.S.A., Inc.(b)		82,195		15,911,308
Construction Partners, Inc., Class A(a)(b)		71,296		2,991,580
Dycom Industries, Inc.(a)		47,115		4,893,835
EMCOR Group, Inc.		131,228		27,888,575
Fluor Corp.(a)		337,742		12,844,328
Matrix Service Co.(a)		83,144		828,114
MYR Group, Inc.(a)		101,086		12,577,120
Primoris Services Corp.		316,052		9,595,339
Sterling Infrastructure, Inc.(a)		101,804		6,465,572
Tutor Perini Corp.(a)		220,495		1,845,543
				96,397,221
Construction Materials — 0.4%
Summit Materials, Inc., Class A(a)		398,839		13,835,725
Consumer Finance — 1.2%
Enova International, Inc.(a)		304,685		12,553,022
EZCORP, Inc., Class A, NVS(a)		1,037,792		8,509,894
FirstCash Holdings, Inc.		75,598		8,466,976
LendingClub Corp.(a)		153,039		964,146
LendingTree, Inc.(a)(b)		191,905		3,396,719
Oportun Financial Corp.(a)(b)		49,135		127,751
PROG Holdings, Inc.(a)		156,963		4,278,811
Regional Management Corp.		101,291		2,240,557
				40,537,876
Consumer Staples Distribution & Retail — 0.3%
Andersons, Inc. (The)		54,049		2,694,883
PriceSmart, Inc.		55,820		3,761,710
SpartanNash Co.		110,457		2,448,832
Sprouts Farmers Market, Inc.(a)		46,046		1,983,661
				10,889,086
Diversified Consumer Services — 1.7%
2U, Inc.(a)		110,489		108,544
American Public Education, Inc.(a)		74,677		587,708
Chegg, Inc.(a)		323,218		3,209,555
Duolingo, Inc., Class A(a)		25,619		5,438,657

Security	Shares		Value
Diversified Consumer Services (continued)
Frontdoor, Inc.(a)		521,714	$	17,910,442
Laureate Education, Inc., Class A		1,701,792		22,344,529
OneSpaWorld Holdings Ltd.(a)		143,552		1,729,801
Rover Group, Inc., Class A(a)(b)		136,705		1,495,553
Stride, Inc.(a)		75,703		4,586,088
				57,410,877
Diversified REITs — 0.5%
American Assets Trust, Inc.		653,860		13,168,740
Armada Hoffler Properties, Inc.		142,328		1,562,762
Empire State Realty Trust, Inc., Class A		123,526		1,106,793
				15,838,295
Diversified Telecommunication Services — 0.5%
Bandwidth, Inc., Class A(a)(b)		228,375		2,507,558
Cogent Communications Holdings, Inc.		82,321		5,257,019
EchoStar Corp., Class A(a)		255,109		2,670,991
IDT Corp., Class B(a)		36,063		1,058,449
Iridium Communications, Inc.		35,774		1,362,989
Liberty Latin America Ltd., Class A(a)		40,329		273,027
Lumen Technologies, Inc.(a)		99,428		130,251
Ooma, Inc.(a)		425,239		4,932,773
				18,193,057
Electric Utilities — 0.3%
ALLETE, Inc.		95,710		5,309,991
Portland General Electric Co.		88,944		3,652,040
				8,962,031
Electrical Equipment — 1.8%
Allient, Inc.		26,896		701,448
Atkore, Inc.(a)		207,020		26,891,898
Encore Wire Corp.		77,678		14,316,055
EnerSys		174,861		15,471,701
Thermon Group Holdings, Inc.(a)		84,687		2,553,313
				59,934,415
Electronic Equipment, Instruments & Components — 3.9%
Advanced Energy Industries, Inc.		15,811		1,502,835
Benchmark Electronics, Inc.		224,346		5,597,433
ePlus, Inc.(a)		196,995		12,505,243
Fabrinet(a)		72,333		11,710,713
Insight Enterprises, Inc.(a)(b)		119,885		18,152,987
Itron, Inc.(a)		260,120		17,526,886
Kimball Electronics, Inc.(a)		57,402		1,414,385
Methode Electronics, Inc.		1,181		28,025
OSI Systems, Inc.(a)		26,026		3,208,745
PC Connection, Inc.		192,592		11,484,261
Plexus Corp.(a)		44,491		4,533,188
Rogers Corp.(a)		9,103		1,177,928
Sanmina Corp.(a)		618,478		30,991,933
ScanSource, Inc.(a)		114,277		3,820,280
TTM Technologies, Inc.(a)		353,709		5,309,172
				128,964,014
Energy Equipment & Services — 2.1%
Archrock, Inc.		549,371		7,960,386
Borr Drilling Ltd.(a)(b)		965,881		6,085,050
ChampionX Corp.		64,422		1,888,853
Helix Energy Solutions Group, Inc.(a)		857,343		7,990,437
Helmerich & Payne, Inc.		275,957		9,997,922
Liberty Energy, Inc., Class A		438,104		8,696,365
Oil States International, Inc.(a)		486,853		3,354,417
Patterson-UTI Energy, Inc.		341,868		4,003,274
ProPetro Holding Corp.(a)		1,258,589		11,465,746
RPC, Inc.		124,713		904,169

28 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Energy Equipment & Services (continued)
Solaris Oilfield Infrastructure, Inc., Class A		140,840	$	1,205,590
U.S. Silica Holdings, Inc.(a)		445,557		5,025,883
				68,578,092
Entertainment — 0.2%
Cinemark Holdings, Inc.(a)(b)		197,034		2,807,735
Eros Media World PLC, Class A(a)		23,977		3
IMAX Corp.(a)		34,003		542,348
Lions Gate Entertainment Corp., Class A(a)		95,487		843,150
Lions Gate Entertainment Corp., Class B, NVS(a)		68,951		576,430
Marcus Corp. (The)		31,463		437,650
				5,207,316
Financial Services — 1.9%
Essent Group Ltd.		144,014		6,961,637
Federal Agricultural Mortgage Corp., Class C, NVS		14,603		2,421,762
Marqeta, Inc., Class A(a)(b)		628,330		3,989,895
NMI Holdings, Inc., Class A(a)		335,450		9,224,875
Pagseguro Digital Ltd., Class A(a)		1,679,788		16,932,263
Radian Group, Inc.		70,686		1,817,337
Repay Holdings Corp., Class A(a)		299,265		2,244,488
StoneCo Ltd., Class A(a)		1,343,667		20,961,205
				64,553,462
Food Products — 0.6%
Cal-Maine Foods, Inc.		128,790		6,171,617
Fresh Del Monte Produce, Inc.		61,543		1,403,180
J M Smucker Co. (The)		1		64
Lancaster Colony Corp.		18,386		3,050,238
Sovos Brands, Inc.(a)(b)		57,832		1,267,099
SunOpta, Inc.(a)		498,545		2,462,812
Vital Farms, Inc.(a)		420,625		5,602,725
				19,957,735
Gas Utilities — 1.0%
Brookfield Infrastructure Corp., Class A		103,751		3,222,506
New Jersey Resources Corp.		490,347		20,692,643
ONE Gas, Inc.		148,885		8,580,243
				32,495,392
Ground Transportation — 0.2%
Covenant Logistics Group, Inc., Class A		135,683		5,776,026
FTAI Infrastructure, Inc.		566,566		2,096,294
Universal Logistics Holdings, Inc.		42		1,039
				7,873,359
Health Care Equipment & Supplies — 2.3%
Accuray, Inc.(a)		347,494		906,959
AngioDynamics, Inc.(a)(b)		219,606		1,434,027
Artivion, Inc.(a)		117,248		2,079,980
AtriCure, Inc.(a)		75,051		2,662,810
Atrion Corp.		4,068		1,254,368
Cerus Corp.(a)		251,325		404,633
Glaukos Corp.(a)		31,651		2,022,182
Haemonetics Corp.(a)		17,141		1,386,193
Inari Medical, Inc.(a)		58,605		3,498,132
Inmode Ltd.(a)		123,260		2,927,425
Inogen, Inc.(a)		35,734		207,972
Inspire Medical Systems, Inc.(a)(b)		17,183		2,496,862
iRadimed Corp.		15,690		689,419
Lantheus Holdings, Inc.(a)		27,575		1,974,922
LeMaitre Vascular, Inc.		39,079		2,059,463
LivaNova PLC(a)		172,237		7,724,829
Merit Medical Systems, Inc.(a)		308,404		22,069,390
NeuroPace, Inc.(a)		911		8,190
Nevro Corp.(a)		66,205		1,146,671

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Omnicell, Inc.(a)		75,528	$	2,519,614
OraSure Technologies, Inc.(a)		490,919		3,593,527
Paragon 28, Inc.(a)		50,402		556,942
SI-BONE, Inc.(a)(b)		89,094		1,689,222
STAAR Surgical Co.(a)		175,744		5,511,332
Tactile Systems Technology, Inc.(a)		237,765		3,169,407
Varex Imaging Corp.(a)(b)		205,851		3,880,291
Zimvie, Inc.(a)		28,688		271,102
				78,145,864
Health Care Providers & Services — 2.7%
Accolade, Inc.(a)(b)		98,345		858,552
Addus HomeCare Corp.(a)		6,822		594,878
Alignment Healthcare, Inc.(a)		81,717		612,878
AMN Healthcare Services, Inc.(a)(b)		12,296		833,669
Aveanna Healthcare Holdings, Inc.(a)(b)		142,707		389,590
Brookdale Senior Living, Inc.(a)		267,276		1,416,563
CorVel Corp.(a)		8,801		1,838,177
Cross Country Healthcare, Inc.(a)		90,198		1,828,313
Ensign Group, Inc. (The)(b)		184,361		19,739,532
Fulgent Genetics, Inc.(a)		22,525		621,240
Guardant Health, Inc.(a)		255,468		6,430,130
HealthEquity, Inc.(a)		92,777		6,217,915
Hims & Hers Health, Inc., Class A(a)		425,527		3,782,935
NeoGenomics, Inc.(a)		73,071		1,327,700
OPKO Health, Inc.(a)(b)		739,872		1,080,213
Option Care Health, Inc.(a)		195,412		5,813,507
Patterson Cos., Inc.		39,488		1,003,390
PetIQ, Inc., Class A(a)(b)		196,189		3,417,612
Privia Health Group, Inc.(a)(b)		233,974		4,833,903
Progyny, Inc.(a)(b)		583,561		20,051,156
Quipt Home Medical Corp.(a)		67,512		317,306
R1 RCM, Inc.(a)		46,208		488,881
RadNet, Inc.(a)		173,863		5,777,467
Viemed Healthcare, Inc.(a)		189,325		1,471,055
				90,746,562
Health Care REITs — 0.0%
Diversified Healthcare Trust		309,983		725,360
Health Care Technology — 0.3%
American Well Corp., Class A(a)		1,156,459		1,468,703
Health Catalyst, Inc.(a)		230,801		1,657,151
HealthStream, Inc.		29,841		746,025
Phreesia, Inc.(a)		20,771		320,081
Schrodinger, Inc.(a)		16,488		512,612
Sharecare, Inc., Class A(a)		76,700		71,914
Veradigm, Inc.(a)(b)		311,869		3,580,256
				8,356,742
Hotel & Resort REITs — 0.9%
Apple Hospitality REIT, Inc.		110,796		1,846,969
Braemar Hotels & Resorts, Inc.		1,894,001		3,977,402
Chatham Lodging Trust		139,414		1,381,593
RLJ Lodging Trust		1,954,048		20,888,773
Ryman Hospitality Properties, Inc.		11,973		1,201,491
Summit Hotel Properties, Inc.		335,157		2,098,083
				31,394,311
Hotels, Restaurants & Leisure — 1.2%
Accel Entertainment, Inc., Class A(a)		215,508		2,185,251
Bally’s Corp.(a)		209,743		2,416,239
BJ’s Restaurants, Inc.(a)		130,315		3,900,328
Carrols Restaurant Group, Inc.		311,525		2,352,014
Chuy’s Holdings, Inc.(a)		12,400		436,480

SCHEDULES  OF INVESTMENTS 29

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Hotels, Restaurants & Leisure (continued)
El Pollo Loco Holdings, Inc.(a)		170,515	$	1,416,980
Everi Holdings, Inc.(a)		252,152		2,634,988
Hilton Grand Vacations, Inc.(a)		128,486		4,401,930
Monarch Casino & Resort, Inc.		72,145		4,536,478
Papa John’s International, Inc.		10,268		669,884
PlayAGS, Inc.(a)		181,033		1,384,903
Shake Shack, Inc., Class A(a)		80,431		4,870,901
Super Group SGHC Ltd.(a)		142,030		431,771
Wingstop, Inc.		39,380		9,465,377
				41,103,524
Household Durables — 2.4%
Century Communities, Inc.		143,289		10,336,868
Ethan Allen Interiors, Inc.		150,901		4,050,183
GoPro, Inc., Class A(a)		223,254		805,947
Hooker Furnishings Corp.		26,598		475,572
Installed Building Products, Inc.		103,850		15,630,463
iRobot Corp.(a)		39,103		1,412,009
KB Home		201,065		10,475,487
MDC Holdings, Inc.		63,345		2,803,650
Meritage Homes Corp.		25,823		3,648,790
Taylor Morrison Home Corp., Class A(a)		447,530		20,183,603
Tri Pointe Homes, Inc.(a)		359,228		10,482,273
Universal Electronics, Inc.(a)		18,302		142,573
Vizio Holding Corp., Class A(a)		83,548		559,772
				81,007,190
Household Products — 0.2%
Central Garden & Pet Co.(a)(b)		14,301		580,335
Central Garden & Pet Co., Class A, NVS(a)		202,476		7,345,829
				7,926,164
Independent Power and Renewable Electricity Producers — 0.9%
Brookfield Renewable Corp., Class A		153,565		4,075,615
Clearway Energy, Inc., Class A		572,077		13,541,063
Clearway Energy, Inc., Class C		452,268		11,293,132
Spruce Power Holding Corp.(a)		110		386
				28,910,196
Industrial REITs — 0.3%
First Industrial Realty Trust, Inc.		60,784		2,859,887
Industrial Logistics Properties Trust		190,894		647,131
Terreno Realty Corp.		122,571		7,000,030
				10,507,048
Insurance — 1.9%
Ambac Financial Group, Inc.(a)		205,033		3,024,237
CNO Financial Group, Inc.		302,908		8,027,062
Crawford & Co., Class A, NVS		55,606		621,675
Donegal Group, Inc., Class A		107,663		1,532,044
eHealth, Inc.(a)(b)		213,998		1,590,005
Genworth Financial, Inc., Class A(a)		506,494		2,983,250
Heritage Insurance Holdings, Inc.(a)		129,896		1,141,786
Kinsale Capital Group, Inc.		33,953		11,886,945
Mercury General Corp.		394,603		14,698,962
Oscar Health, Inc., Class A(a)		762,817		6,483,945
Palomar Holdings, Inc.(a)		20,690		1,210,572
Selective Insurance Group, Inc.		99,076		10,075,038
Selectquote, Inc.(a)		299,974		377,967
Tiptree, Inc.		15,625		291,250
United Fire Group, Inc.		30,387		634,784
				64,579,522
Interactive Media & Services — 1.9%
Bumble, Inc., Class A(a)(b)		617,670		8,560,906
Cargurus, Inc., Class A(a)(b)		403,889		8,732,080

Security	Shares		Value
Interactive Media & Services (continued)
DHI Group, Inc.(a)		13,808	$	33,968
Eventbrite, Inc., Class A(a)		365,141		2,574,244
EverQuote, Inc., Class A(a)(b)		101,979		1,068,740
fuboTV, Inc.(a)		219,645		700,668
QuinStreet, Inc.(a)		67,642		844,849
Shutterstock, Inc.		144,236		6,333,403
TrueCar, Inc.(a)(b)		276,207		770,617
Vimeo, Inc.(a)		1,032,757		3,635,305
Yelp, Inc.(a)		476,264		20,817,499
ZipRecruiter, Inc., Class A(a)		670,333		8,989,165
				63,061,444
IT Services — 0.4%
Backblaze, Inc., Class A(a)		46,578		337,225
Brightcove, Inc.(a)		60,357		147,875
DigitalOcean Holdings, Inc.(a)		20,596		610,053
Fastly, Inc., Class A(a)		262,929		4,367,251
Grid Dynamics Holdings, Inc., Class A(a)		56,199		712,603
Hackett Group, Inc. (The)		200,652		4,476,546
Information Services Group, Inc.		12,718		52,907
Rackspace Technology, Inc.(a)		62,574		78,843
Squarespace, Inc., Class A(a)		86,593		2,427,202
Unisys Corp.(a)		190,974		914,765
				14,125,270
Leisure Products — 0.1%
MasterCraft Boat Holdings, Inc.(a)		75,869		1,517,380
Topgolf Callaway Brands Corp.(a)(b)		105,318		1,291,199
				2,808,579
Life Sciences Tools & Services — 0.6%
AbCellera Biologics, Inc.(a)(b)		411,163		1,936,578
Adaptive Biotechnologies Corp.(a)		866,616		3,795,778
Akoya Biosciences, Inc.(a)		686		3,011
Alpha Teknova, Inc.(a)		665		1,357
Codexis, Inc.(a)		534,328		1,261,014
CryoPort, Inc.(a)		81,459		1,142,055
Harvard Bioscience, Inc.(a)		307		1,308
Medpace Holdings, Inc.(a)		8,798		2,381,795
Pacific Biosciences of California, Inc.(a)		685,699		5,814,727
Personalis, Inc.(a)		701,514		1,073,316
Quanterix Corp.(a)		32,339		775,166
Quantum-Si, Inc., Class A(a)(b)		316,298		509,240
Seer, Inc., Class A(a)		343,146		552,465
Singular Genomics Systems, Inc.(a)(b)		130,459		51,114
SomaLogic, Inc., Class A(a)		160,615		452,934
				19,751,858
Machinery — 3.3%
Alamo Group, Inc.		4,987		916,112
Albany International Corp., Class A		15,731		1,350,034
Astec Industries, Inc.		111,575		3,468,867
Columbus McKinnon Corp.		15,140		528,689
Commercial Vehicle Group, Inc.(a)		30,827		200,992
Federal Signal Corp.		30,386		2,094,811
Franklin Electric Co., Inc.		219,377		19,524,553
Kadant, Inc.		688		179,307
Kennametal, Inc.		477,669		11,134,464
Manitowoc Co., Inc. (The)(a)		440,601		6,313,812
Mueller Industries, Inc.		236,747		9,832,103
NN, Inc.(a)		1,027		2,465
Tennant Co.		56,753		4,859,192
Terex Corp.		305,059		15,100,420
Trinity Industries, Inc.		221,809		5,536,353
Wabash National Corp.		62,359		1,366,909

30 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Machinery (continued)
Watts Water Technologies, Inc., Class A		121,794	$	23,446,563
Xylem, Inc.		45,680		4,802,338
				110,657,984
Marine Transportation — 0.5%
Matson, Inc.		163,823		15,689,329
Media — 0.6%
Cardlytics, Inc.(a)(b)		86,862		691,422
Entravision Communications Corp., Class A		316,952		1,258,300
EW Scripps Co. (The), Class A, NVS(a)(b)		190,320		1,315,111
Gambling.com Group Ltd.(a)		73,906		706,541
Gray Television, Inc.		70,655		546,163
iHeartMedia, Inc., Class A(a)(b)		179,947		471,461
Integral Ad Science Holding Corp.(a)		225,784		3,294,189
PubMatic, Inc., Class A(a)		83,904		1,402,036
TEGNA, Inc.		295,635		4,532,085
Thryv Holdings, Inc.(a)		285,017		5,070,452
Townsquare Media, Inc., Class A		77		765
				19,288,525
Metals & Mining — 1.9%
Atlas Lithium Corp.(a)(b)		15,821		391,886
Caledonia Mining Corp. PLC		14,352		170,071
Century Aluminum Co.(a)		25,555		200,862
Coeur Mining, Inc.(a)		1,798,765		5,486,233
Commercial Metals Co.		580,205		26,300,693
Constellium SE, Class A(a)		276,426		4,809,812
i-80 Gold Corp.(a)		547,630		887,161
Kaiser Aluminum Corp.		22,117		1,293,402
Materion Corp.		35,847		4,054,654
NioCorp Developments Ltd.(a)		41,996		136,487
Novagold Resources, Inc.(a)		672,408		2,824,114
Olympic Steel, Inc.		36,998		2,091,497
Perpetua Resources Corp.(a)		17,005		53,736
Ryerson Holding Corp.		126,151		3,906,896
Schnitzer Steel Industries, Inc., Class A		257,735		6,605,748
SunCoke Energy, Inc.		75,792		705,624
Tredegar Corp.		71,043		333,902
Warrior Met Coal, Inc.(b)		45,760		2,561,187
Worthington Enterprises, Inc.		4,198		300,997
				63,114,962
Mortgage Real Estate Investment Trusts (REITs) — 0.2%
Arbor Realty Trust, Inc.		101,337		1,264,686
Granite Point Mortgage Trust, Inc.		8,770		48,235
Great Ajax Corp.		186,200		880,726
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		92,165		2,231,315
Ladder Capital Corp., Class A		72,925		817,489
				5,242,451
Multi-Utilities — 0.1%
Avista Corp.		110,121		3,738,608
Unitil Corp.		23,223		1,125,851
				4,864,459
Office REITs — 1.0%
Brandywine Realty Trust		362,091		1,614,926
City Office REIT, Inc.		24,622		118,924
COPT Defense Properties		399,909		9,677,798
Equity Commonwealth		276,403		5,193,612
Hudson Pacific Properties, Inc.		269,644		1,582,810
Office Properties Income Trust		267,324		1,491,668

Security	Shares		Value
Office REITs (continued)
Paramount Group, Inc.		2,424,306	$	11,394,238
Piedmont Office Realty Trust, Inc., Class A		367,548		2,286,149
				33,360,125
Oil, Gas & Consumable Fuels — 5.3%
Ardmore Shipping Corp.		34,182		464,875
California Resources Corp.		9,429		482,859
CVR Energy, Inc.		460,645		14,634,692
Delek U.S. Holdings, Inc.		489,921		13,296,456
Dorian LPG Ltd.		20,311		860,374
Encore Energy Corp.(a)		204,685		798,272
Energy Fuels, Inc.(a)(b)		154,728		1,230,088
Evolution Petroleum Corp.		251,072		1,488,857
Magnolia Oil & Gas Corp., Class A		1,264,989		27,197,263
Matador Resources Co.		223,106		12,913,375
Murphy Oil Corp.		798,469		34,150,519
Ovintiv, Inc.		79,963		3,545,559
Par Pacific Holdings, Inc.(a)		255,468		8,754,888
PBF Energy, Inc., Class A		326,375		14,491,050
REX American Resources Corp.(a)		11,189		548,485
Scorpio Tankers, Inc.		144,364		7,924,140
SM Energy Co.		626,517		23,463,062
World Kinect Corp.		481,374		10,128,109
				176,372,923
Passenger Airlines — 0.5%
Hawaiian Holdings, Inc.(a)		283,967		1,275,012
JetBlue Airways Corp.(a)		2,514,189		11,112,716
SkyWest, Inc.(a)		54,368		2,570,519
Spirit Airlines, Inc.		159,537		2,364,338
				17,322,585
Personal Care Products — 0.6%
BellRing Brands, Inc.(a)		203,987		10,790,912
elf Beauty, Inc.(a)		71,086		8,394,546
Nature’s Sunshine Products, Inc.(a)		1,259		21,567
				19,207,025
Pharmaceuticals — 2.5%
ANI Pharmaceuticals, Inc.(a)		25,819		1,286,044
Arvinas, Inc.(a)		230,825		5,071,225
Atea Pharmaceuticals, Inc.(a)		674,327		2,016,238
Collegium Pharmaceutical, Inc.(a)		210,667		5,399,395
Corcept Therapeutics, Inc.(a)(b)		627,072		15,971,524
Endo International PLC(a)		724,513		1,811
Evolus, Inc.(a)		82,077		777,269
Harmony Biosciences Holdings, Inc.(a)(b)		221,545		6,438,098
Innoviva, Inc.(a)		74,163		1,027,158
Intra-Cellular Therapies, Inc.(a)		61,926		3,800,399
Ligand Pharmaceuticals, Inc.(a)		20,302		1,183,810
Longboard Pharmaceuticals, Inc.(a)		216		812
Mind Medicine MindMed, Inc.(a)(b)		16,675		55,027
Nektar Therapeutics(a)(b)		1,042,322		510,738
Nuvation Bio, Inc., Class A(a)		607,913		753,812
Pacira BioSciences, Inc.(a)		143,903		3,925,674
Prestige Consumer Healthcare, Inc.(a)(b)		340,174		19,508,979
Scilex Holding Co. (Acquired 03/05/21 - 01/09/23,cost $9,826,744), NVS(a)(b)(d)		430,177		519,499
Supernus Pharmaceuticals, Inc.(a)(b)		602,298		16,412,620
Trevi Therapeutics, Inc.(a)		45		51
Xeris Biopharma Holdings, Inc.(a)		196,461		365,417
				85,025,600
Professional Services — 2.6%
Conduent, Inc.(a)		505,625		1,537,100

SCHEDULES  OF INVESTMENTS 31

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Professional Services (continued)
CSG Systems International, Inc.		106,710	$	5,249,065
ExlService Holdings, Inc.(a)		596,197		16,914,109
Exponent, Inc.		60,741		4,674,627
Franklin Covey Co.(a)		81,753		3,178,557
Huron Consulting Group, Inc.(a)		68,927		7,180,126
Insperity, Inc.		287,529		32,706,424
KBR, Inc.		70,885		3,662,628
Kelly Services, Inc., Class A, NVS		153,363		3,188,417
Kforce, Inc.		67,999		4,739,530
Korn Ferry		19,321		999,668
Maximus, Inc.		12,359		1,031,853
Parsons Corp.(a)		2,829		176,218
ShiftPixy, Inc.(a)		3		25
TTEC Holdings, Inc.		4,978		93,188
				85,331,535
Real Estate Management & Development — 0.4%
Anywhere Real Estate, Inc.(a)(b)		223,010		1,199,794
Compass, Inc., Class A(a)		228,234		506,679
FRP Holdings, Inc.(a)(b)		28,662		1,580,709
Opendoor Technologies, Inc.(a)		604,698		1,820,141
Redfin Corp.(a)		72,372		504,433
RMR Group, Inc. (The), Class A		183,150		4,364,465
St. Joe Co. (The)		96,495		4,962,738
				14,938,959
Residential REITs — 0.5%
Bluerock Homes Trust, Inc., Class A(a)		77		1,055
Elme Communities		127,712		1,678,135
Independence Realty Trust, Inc.		807,631		10,999,934
NexPoint Residential Trust, Inc.		124,646		3,795,471
				16,474,595
Retail REITs — 1.0%
Acadia Realty Trust		622,296		9,409,115
Kite Realty Group Trust		925,691		19,550,594
RPT Realty		245,833		2,856,579
Tanger, Inc.		57,512		1,435,500
				33,251,788
Semiconductors & Semiconductor Equipment — 2.4%
Ambarella, Inc.(a)		97,699		5,735,908
Amkor Technology, Inc.		417,425		11,758,862
Axcelis Technologies, Inc.(a)		197,764		24,578,110
Diodes, Inc.(a)(b)		46,882		3,113,902
FormFactor, Inc.(a)		20,230		760,243
Ichor Holdings Ltd.(a)		62,844		1,642,114
inTEST Corp.(a)		37,722		493,027
Kulicke & Soffa Industries, Inc.		108,053		5,566,891
MaxLinear, Inc.(a)		424,096		7,943,318
Photronics, Inc.(a)		137,980		2,915,517
Power Integrations, Inc.		90,399		6,907,388
Rambus, Inc.(a)		19,983		1,352,250
Silicon Laboratories, Inc.(a)(b)		50,220		5,291,681
Synaptics, Inc.(a)		33,101		3,351,145
				81,410,356
Software — 5.9%
8x8, Inc.(a)		664,458		2,053,175
ACI Worldwide, Inc.(a)		201,627		5,391,506
Alarm.com Holdings, Inc.(a)		88,736		4,834,337
Appfolio, Inc., Class A(a)		46,207		8,744,675
Asana, Inc., Class A(a)(b)		261,357		5,491,111
Aurora Innovation, Inc., Class A(a)(b)		457,155		1,001,169
Bit Digital, Inc.(a)(b)		554,668		1,431,043

Security	Shares		Value
Software (continued)
BlackLine, Inc.(a)		173,535	$	10,039,000
Box, Inc., Class A(a)(b)		393,240		10,291,091
Braze, Inc., Class A(a)(b)		5,338		293,270
C3.ai, Inc., Class A(a)(b)		39,176		1,140,805
Cerence, Inc.(a)		34,254		592,252
Cleanspark, Inc.(a)(b)		156,533		976,766
CommVault Systems, Inc.(a)		115,259		8,480,757
Domo, Inc., Class B(a)		259,379		2,461,507
eGain Corp.(a)		1,996		15,210
EngageSmart, Inc.(a)		71,125		1,622,361
Everbridge, Inc.(a)		322,279		6,561,600
Expensify, Inc., Class A(a)		140,286		326,866
Freshworks, Inc., Class A(a)		124,215		2,486,784
Intapp, Inc.(a)		49,310		1,849,125
Kaltura, Inc.(a)		29,153		49,852
Klaviyo, Inc., Class A(a)		29,916		886,411
LivePerson, Inc.(a)(b)		603,971		1,715,278
LiveRamp Holdings, Inc.(a)		206,397		6,844,125
MicroStrategy, Inc., Class A(a)(b)		2,577		1,284,119
Model N, Inc.(a)		239,991		5,507,793
PROS Holdings, Inc.(a)(b)		116,306		4,250,984
Q2 Holdings, Inc.(a)		742,183		26,362,340
Qualys, Inc.(a)(b)		69,665		12,876,879
Rapid7, Inc.(a)		205,925		11,150,839
Sapiens International Corp. NV		56		1,441
SEMrush Holdings, Inc., Class A(a)		211,394		2,308,422
Sprinklr, Inc., Class A(a)		45,871		719,257
Sprout Social, Inc., Class A(a)(b)		92,302		5,251,984
Telos Corp.(a)		82,597		339,474
Tenable Holdings, Inc.(a)		122,247		5,059,803
Upland Software, Inc.(a)		151,227		713,791
Varonis Systems, Inc.(a)(b)		496,382		20,793,442
Verint Systems, Inc.(a)		180,257		4,428,915
Workiva, Inc., Class A(a)(b)		28,589		2,749,404
Yext, Inc.(a)		155,117		1,028,426
Zeta Global Holdings Corp., Class A(a)(b)		133,590		1,091,430
Zuora, Inc., Class A(a)		606,688		5,532,995
				197,031,814
Specialized REITs — 0.4%
Outfront Media, Inc.		1,144,820		14,001,149
Specialty Retail — 3.9%
1-800-Flowers.com, Inc., Class A(a)		564,990		4,988,862
Aaron’s Co., Inc. (The)		258,259		2,275,262
Abercrombie & Fitch Co., Class A(a)		196,031		14,876,793
Academy Sports & Outdoors, Inc.		49,759		2,531,240
American Eagle Outfitters, Inc.		120,600		2,295,018
Beyond, Inc.(a)		54,326		1,044,146
CarParts.com, Inc.(a)		239,564		733,066
Carvana Co., Class A(a)(b)		107,286		3,360,197
Cato Corp. (The), Class A		7,208		49,879
Citi Trends, Inc.(a)(b)		25,929		619,184
Conn’s, Inc.(a)		344,706		1,137,530
Container Store Group, Inc. (The)(a)(b)		88,112		165,650
Duluth Holdings, Inc., Class B(a)		25,957		130,045
Foot Locker, Inc.		75,926		2,044,687
Group 1 Automotive, Inc.		98,696		27,842,142
Guess?, Inc.		67,884		1,494,806
Haverty Furniture Cos., Inc.		34,174		1,071,013
Lands’ End, Inc.(a)(b)		77,927		550,165
Lulu’s Fashion Lounge Holdings, Inc.(a)		163		445
Murphy U.S.A., Inc.		48,304		17,850,743
National Vision Holdings, Inc.(a)		7,822		144,316

32 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Specialty Retail (continued)
ODP Corp. (The)(a)		202,746	$	9,235,080
Revolve Group, Inc., Class A(a)(b)		398,211		5,304,170
Sonic Automotive, Inc., Class A		21,377		1,095,999
Stitch Fix, Inc., Class A(a)		972,734		3,638,025
Upbound Group, Inc.		99,037		2,881,977
Urban Outfitters, Inc.(a)		303,558		10,837,021
Warby Parker, Inc., Class A(a)		354,802		3,693,489
Winmark Corp.		9,741		4,188,630
Zumiez, Inc.(a)		172,658		3,259,783
				129,339,363
Technology Hardware, Storage & Peripherals — 0.8%
Super Micro Computer, Inc.(a)		74,473		20,366,131
Turtle Beach Corp.(a)		11,679		132,090
Xerox Holdings Corp.		333,417		4,664,504
				25,162,725
Textiles, Apparel & Luxury Goods — 0.3%
Crocs, Inc.(a)		39,588		4,180,889
Figs, Inc., Class A(a)(b)		78,353		568,843
Fossil Group, Inc.(a)		118,097		129,907
G-III Apparel Group Ltd.(a)		61,350		1,765,039
Oxford Industries, Inc.		16,498		1,491,914
Unifi, Inc.(a)		38,167		248,085
Vera Bradley, Inc.(a)		4,643		34,869
				8,419,546
Tobacco — 0.1%
Turning Point Brands, Inc.		91,419		2,087,096
Trading Companies & Distributors — 3.3%
Applied Industrial Technologies, Inc.		98,130		15,707,669
BlueLinx Holdings, Inc.(a)		2,406		211,367
Boise Cascade Co.		334,671		36,579,476
GATX Corp.		89,447		9,749,723
Global Industrial Co.		16,004		569,903
GMS, Inc.(a)		126,550		8,559,842
H&E Equipment Services, Inc.		111,272		4,930,462
Herc Holdings, Inc.		46,265		5,721,130
McGrath RentCorp		94,802		9,640,416
MRC Global, Inc.(a)		79,247		819,414
NOW, Inc.(a)		128,810		1,284,236
Rush Enterprises, Inc., Class A		382,251		15,163,897
Titan Machinery, Inc.(a)		31,626		722,970
				109,660,505
Wireless Telecommunication Services — 0.3%
Telephone & Data Systems, Inc.		330,428		6,509,432
United States Cellular Corp.(a)		99,513		4,520,875
				11,030,307
Total Common Stocks — 98.9% (Cost: $3,350,572,351)				3,298,483,307

Security	Shares		Value
Rights
Biotechnology — 0.0%
Flexion Therapeutics, Inc., CVR(a)(c)		73,745	$	38,347
Radius Health, Inc., CVR(a)		72,193		5,776
				44,123
Paper & Forest Products — 0.0%
Resolute Forest Products, Inc., CVR(a)(c)		72,036		105,893
Pharmaceuticals — 0.0%
Albireo Pharma Inc., CVR(a)(b)(c)		28,456		89,352
Total Rights — 0.0% (Cost: $ —)				239,368
Total Long-Term Investments — 98.9% (Cost: $3,350,572,351)				3,298,722,675
Short-Term Securities
Money Market Funds — 4.6%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(e)(f)		35,851,323		35,851,323
SL Liquidity Series, LLC, Money Market Series, 5.56%(e)(f)(g)		116,222,403		116,268,892
Total Short-Term Securities — 4.6% (Cost: $152,051,673)				152,120,215
Total Investments — 103.5% (Cost: $3,502,624,024)				3,450,842,890
Liabilities in Excess of Other Assets — (3.5)%				(116,771,005	)
Net Assets — 100.0%			$	3,334,071,885

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

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

^(d)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $519,499, representing 0.0% of its net assets as of period end, and an original cost of $9,826,744.

^(e)  Affiliate of the Fund.

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

^(g)  All or a portion of this security was purchased with the cash collateral from loaned securities.

SCHEDULES  OF INVESTMENTS 33

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale		Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	32,705,335	$	3,145,988	(a)	$	—	$	—	$	—	$	35,851,323		35,851,323	$	816,142		$	—
SL Liquidity Series, LLC, Money Market Series		99,134,034		17,090,927	(a)		—		27,040		16,891		116,268,892		116,222,403		395,589	(b)		—
								$	27,040	$	16,891	$	152,120,215			$	1,211,731		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
Russell 2000 E-Mini Index		407		12/15/23	$	36,878	$	344,156

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	344,156	$	—	$	—	$	—	$	344,156

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements 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 period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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	$	—	$	—	$	689,947	$	—	$	—	$	—	$	689,947
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	615,656	$	—	$	—	$	—	$	615,656

34 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	38,691,175

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	11,748,539	$	—	$	—	$	11,748,539
Air Freight & Logistics		3,949,829		—		—		3,949,829
Automobile Components		68,491,453		—		—		68,491,453
Automobiles		3,424,097		—		—		3,424,097
Banks		281,319,345		—		—		281,319,345
Beverages		32,181,018		—		—		32,181,018
Biotechnology		235,503,250		5,606		15,476		235,524,332
Broadline Retail		2,227,624		—		—		2,227,624
Building Products		68,273,513		—		—		68,273,513
Capital Markets		57,928,909		—		—		57,928,909
Chemicals		28,471,485		—		—		28,471,485
Commercial Services & Supplies		20,875,096		—		—		20,875,096
Communications Equipment		13,004,774		—		—		13,004,774
Construction & Engineering		96,397,221		—		—		96,397,221
Construction Materials		13,835,725		—		—		13,835,725
Consumer Finance		40,537,876		—		—		40,537,876
Consumer Staples Distribution & Retail		10,889,086		—		—		10,889,086
Diversified Consumer Services		57,410,877		—		—		57,410,877
Diversified REITs		15,838,295		—		—		15,838,295
Diversified Telecommunication Services		18,193,057		—		—		18,193,057
Electric Utilities		8,962,031		—		—		8,962,031
Electrical Equipment		59,934,415		—		—		59,934,415
Electronic Equipment, Instruments & Components		128,964,014		—		—		128,964,014
Energy Equipment & Services		68,578,092		—		—		68,578,092
Entertainment		5,207,316		—		—		5,207,316
Financial Services		64,553,462		—		—		64,553,462
Food Products		19,957,735		—		—		19,957,735
Gas Utilities		32,495,392		—		—		32,495,392
Ground Transportation		7,873,359		—		—		7,873,359
Health Care Equipment & Supplies		78,145,864		—		—		78,145,864
Health Care Providers & Services		90,746,562		—		—		90,746,562
Health Care REITs		725,360		—		—		725,360
Health Care Technology		8,356,742		—		—		8,356,742
Hotel & Resort REITs		31,394,311		—		—		31,394,311
Hotels, Restaurants & Leisure		41,103,524		—		—		41,103,524
Household Durables		81,007,190		—		—		81,007,190
Household Products		7,926,164		—		—		7,926,164
Independent Power and Renewable Electricity Producers		28,910,196		—		—		28,910,196
Industrial REITs		10,507,048		—		—		10,507,048
Insurance		64,579,522		—		—		64,579,522
Interactive Media & Services		63,061,444		—		—		63,061,444
IT Services		14,125,270		—		—		14,125,270
Leisure Products		2,808,579		—		—		2,808,579
Life Sciences Tools & Services		19,751,858		—		—		19,751,858
Machinery		110,657,984		—		—		110,657,984
Marine Transportation		15,689,329		—		—		15,689,329
Media		19,288,525		—		—		19,288,525

SCHEDULES  OF INVESTMENTS 35

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Small Cap Core Fund

Fair Value Hierarchy as of Period End (continued)

	Level 1		Level 2		Level 3		Total
Common Stocks (continued)
Metals & Mining	$	63,114,962	$	—	$	—	$	63,114,962
Mortgage Real Estate Investment Trusts (REITs)		5,242,451		—		—		5,242,451
Multi-Utilities		4,864,459		—		—		4,864,459
Office REITs		33,360,125		—		—		33,360,125
Oil, Gas & Consumable Fuels		176,372,923		—		—		176,372,923
Passenger Airlines		17,322,585		—		—		17,322,585
Personal Care Products		19,207,025		—		—		19,207,025
Pharmaceuticals		84,506,101		519,499		—		85,025,600
Professional Services		85,331,535		—		—		85,331,535
Real Estate Management & Development		14,938,959		—		—		14,938,959
Residential REITs		16,474,595		—		—		16,474,595
Retail REITs		33,251,788		—		—		33,251,788
Semiconductors & Semiconductor Equipment		81,410,356		—		—		81,410,356
Software		197,031,814		—		—		197,031,814
Specialized REITs		14,001,149		—		—		14,001,149
Specialty Retail		129,339,363		—		—		129,339,363
Technology Hardware, Storage & Peripherals		25,162,725		—		—		25,162,725
Textiles, Apparel & Luxury Goods		8,419,546		—		—		8,419,546
Tobacco		2,087,096		—		—		2,087,096
Trading Companies & Distributors		109,660,505		—		—		109,660,505
Wireless Telecommunication Services		11,030,307		—		—		11,030,307
Rights		—		5,776		233,592		239,368
Short-Term Securities
Money Market Funds		35,851,323		—		—		35,851,323
	$	3,333,794,049	$	530,881	$	249,068		3,334,573,998
Investments valued at NAV(a)								116,268,892
							$	3,450,842,890
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	344,156	$	—	$	—	$	344,156

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

36 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited)  November 30, 2023 BlackRock Advantage Large Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 1.4%
Lockheed Martin Corp.		86,557	$	38,757,628
Air Freight & Logistics — 1.1%
FedEx Corp.		118,661		30,713,027
Automobiles — 2.1%
General Motors Co.		1,131,782		35,764,311
Tesla, Inc.(a)		94,049		22,579,284
				58,343,595
Banks — 1.1%
Bank of America Corp.		524,871		16,003,317
Citigroup, Inc.		11,776		542,874
Citizens Financial Group, Inc.		12,283		334,957
First Citizens BancShares, Inc., Class A		215		315,596
KeyCorp		1,191,068		14,757,333
				31,954,077
Beverages — 2.5%
Coca-Cola Co. (The)		567,757		33,179,719
PepsiCo, Inc.		213,563		35,940,517
				69,120,236
Biotechnology — 4.1%
AbbVie, Inc.		172,366		24,543,195
Amgen, Inc.		154,195		41,577,140
Exelixis, Inc.(a)		445,637		9,719,343
Gilead Sciences, Inc.		75,537		5,786,134
Incyte Corp.(a)		354,183		19,246,304
Neurocrine Biosciences, Inc.(a)		16,251		1,894,704
Regeneron Pharmaceuticals, Inc.(a)		7,974		6,569,061
Seagen, Inc.(a)		9,024		1,924,007
Ultragenyx Pharmaceutical, Inc.(a)		32,298		1,254,777
United Therapeutics Corp.(a)		6,657		1,597,680
				114,112,345
Broadline Retail — 4.3%
Amazon.com, Inc.(a)		818,394		119,559,179
Building Products — 0.8%
A O Smith Corp.		74,049		5,580,333
Builders FirstSource, Inc.(a)		37,630		5,046,559
Johnson Controls International PLC		76,435		4,035,768
Owens Corning		49,513		6,712,972
				21,375,632
Capital Markets — 1.8%
Invesco Ltd.		63,053		899,766
Moody’s Corp.		92,949		33,922,667
Nasdaq, Inc.		300,616		16,786,398
				51,608,831
Chemicals — 1.8%
Ecolab, Inc.		108,559		20,814,017
LyondellBasell Industries NV, Class A		100,169		9,526,072
PPG Industries, Inc.		11,908		1,690,817
Sherwin-Williams Co. (The)		67,571		18,838,795
				50,869,701
Commercial Services & Supplies — 1.1%
Cintas Corp.		36,419		20,148,812
Republic Services, Inc.		67,147		10,867,070
				31,015,882
Construction & Engineering — 1.3%
AECOM		179,897		15,985,647

Security	Shares		Value
Construction & Engineering (continued)
EMCOR Group, Inc.		29,831	$	6,339,684
Valmont Industries, Inc.		67,373		14,793,090
				37,118,421
Consumer Finance — 0.1%
OneMain Holdings, Inc.		50,416		2,132,597
Consumer Staples Distribution & Retail — 0.7%
Sysco Corp.		136,794		9,872,423
Walmart, Inc.		59,133		9,206,417
				19,078,840
Electric Utilities — 0.7%
Evergy, Inc.		95,330		4,865,643
IDACORP, Inc.		17,183		1,658,160
OGE Energy Corp.		162,570		5,698,078
Portland General Electric Co.		42,766		1,755,972
PPL Corp.		272,036		7,105,580
				21,083,433
Electrical Equipment — 0.7%
AMETEK, Inc.		64,189		9,964,059
Rockwell Automation, Inc.		36,353		10,013,070
				19,977,129
Electronic Equipment, Instruments & Components — 1.3%
Flex Ltd.(a)		79,235		2,016,531
TE Connectivity Ltd.		255,967		33,531,677
				35,548,208
Entertainment — 0.7%
Electronic Arts, Inc.		117,436		16,207,343
Playtika Holding Corp.(a)(b)		219,900		1,910,931
Warner Bros Discovery, Inc., Class A(a)		61,005		637,502
				18,755,776
Financial Services — 4.9%
Berkshire Hathaway, Inc., Class B(a)		28,419		10,230,840
Block, Inc., Class A(a)		380,918		24,161,628
Euronet Worldwide, Inc.(a)		47,273		4,123,151
Fidelity National Information Services, Inc.		37,978		2,227,030
Mastercard, Inc., Class A		136,336		56,419,927
Visa, Inc., Class A		149,085		38,267,138
				135,429,714
Food Products — 2.0%
Archer-Daniels-Midland Co.		362,210		26,705,744
Hershey Co. (The)		130,897		24,598,164
J M Smucker Co. (The)		33,955		3,725,882
				55,029,790
Health Care Equipment & Supplies — 3.3%
Abbott Laboratories		179,066		18,674,793
Edwards Lifesciences Corp.(a)		46,378		3,140,254
IDEXX Laboratories, Inc.(a)		1,185		551,997
Medtronic PLC		520,360		41,248,937
ResMed, Inc.		27,149		4,282,212
Stryker Corp.		77,667		23,015,062
				90,913,255
Health Care Providers & Services — 1.9%
Cencora, Inc.		26,025		5,292,704
Elevance Health, Inc.		85,378		40,937,897
Ensign Group, Inc. (The)(b)		30,256		3,239,510
HCA Healthcare, Inc.		18,754		4,697,502
				54,167,613
Health Care REITs — 0.0%
Medical Properties Trust, Inc.		57,552		279,127

SCHEDULES  OF INVESTMENTS 37

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Core Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Health Care Technology — 0.4%
Teladoc Health, Inc.(a)(b)		610,639	$	11,076,991
Hotel & Resort REITs — 0.0%
Park Hotels & Resorts, Inc.		51,880		769,380
RLJ Lodging Trust		56		599
				769,979
Hotels, Restaurants & Leisure — 1.1%
Booking Holdings, Inc.(a)		1,456		4,551,019
Boyd Gaming Corp.		58,936		3,480,171
McDonald’s Corp.		18,864		5,316,630
Starbucks Corp.		46,080		4,575,744
Travel + Leisure Co.		343,881		12,255,919
				30,179,483
Household Durables — 0.7%
DR Horton, Inc.		33,056		4,220,260
Leggett & Platt, Inc.		106,081		2,426,072
Lennar Corp., Class A		5,512		705,095
Toll Brothers, Inc.		127,477		10,949,000
				18,300,427
Household Products — 1.3%
Kimberly-Clark Corp.		290,743		35,973,631
Procter & Gamble Co. (The)		2,722		417,882
				36,391,513
Independent Power and Renewable Electricity Producers — 0.3%
AES Corp. (The)		547,009		9,414,025
Industrial Conglomerates — 0.3%
Honeywell International, Inc.		45,954		9,003,308
Industrial REITs — 0.1%
EastGroup Properties, Inc.		10,294		1,788,582
Insurance — 4.4%
American Financial Group, Inc.		7,565		865,360
Everest Group Ltd.		23,127		9,494,790
Hartford Financial Services Group, Inc. (The)		113,970		8,907,895
Marsh & McLennan Cos., Inc.		83,343		16,620,261
MetLife, Inc.		564,745		35,934,725
Reinsurance Group of America, Inc.		59,911		9,769,088
Travelers Cos., Inc. (The)		136,010		24,566,126
W. R. Berkley Corp.		219,282		15,908,909
				122,067,154
Interactive Media & Services — 7.0%
Alphabet, Inc., Class A(a)		618,347		81,949,528
Alphabet, Inc., Class C, NVS(a)		333,041		44,600,851
Meta Platforms, Inc., Class A(a)		206,841		67,668,033
				194,218,412
IT Services — 0.0%
Amdocs Ltd.		6,178		517,531
Life Sciences Tools & Services — 0.8%
Agilent Technologies, Inc.		168,537		21,539,028
Mettler-Toledo International, Inc.(a)		1,715		1,872,660
				23,411,688
Machinery — 2.9%
Flowserve Corp.		26,358		1,008,457
Illinois Tool Works, Inc.		110,621		26,793,512
Oshkosh Corp.		280,929		27,331,583
Otis Worldwide Corp.		22,359		1,918,179
Snap-on, Inc.		23,164		6,362,919
Xylem, Inc.		158,095		16,620,527
				80,035,177

Security	Shares		Value
Media — 1.2%
Comcast Corp., Class A		257,846	$	10,801,169
Fox Corp., Class A, NVS		686,306		20,273,479
Fox Corp., Class B		10,034		277,540
Liberty Media Corp. - Liberty SiriusXM, NVS(a)		123,324		3,328,515
				34,680,703
Office REITs — 0.0%
Alexandria Real Estate Equities, Inc.		4,012		438,913
Highwoods Properties, Inc.		15,482		293,384
				732,297
Oil, Gas & Consumable Fuels — 2.8%
Chevron Corp.		78,470		11,268,292
ConocoPhillips		83,659		9,668,471
Devon Energy Corp.		392,320		17,642,630
EOG Resources, Inc.		88,151		10,848,744
Exxon Mobil Corp.		76,865		7,897,110
Marathon Oil Corp.		34,210		869,960
Marathon Petroleum Corp.		53,633		8,001,507
Pioneer Natural Resources Co.		15,239		3,529,962
Valero Energy Corp.		71,160		8,920,618
				78,647,294
Pharmaceuticals — 2.6%
Bristol-Myers Squibb Co.		501,668		24,772,366
Eli Lilly & Co.		55,696		32,918,564
Johnson & Johnson		9,651		1,492,624
Merck & Co., Inc.		29,463		3,019,368
Pfizer, Inc.		365,701		11,142,909
Zoetis, Inc., Class A		3,121		551,387
				73,897,218
Residential REITs — 0.9%
Apartment Income REIT Corp.		9,758		303,669
Camden Property Trust		158,601		14,315,326
Equity Residential		180,471		10,257,972
				24,876,967
Retail REITs — 0.1%
Kimco Realty Corp.		53,008		1,024,114
Simon Property Group, Inc.		13,819		1,725,855
				2,749,969
Semiconductors & Semiconductor Equipment — 7.2%
Applied Materials, Inc.		263,492		39,465,832
ARM Holdings PLC, ADR(a)(b)		60,420		3,715,830
Intel Corp.		263,730		11,788,731
Lam Research Corp.		11,096		7,943,848
MaxLinear, Inc.(a)		16,605		311,012
NVIDIA Corp.		211,549		98,941,467
QUALCOMM, Inc.		291,559		37,625,689
				199,792,409
Software — 12.0%
Adobe, Inc.(a)		58,711		35,873,008
Autodesk, Inc.(a)		18,736		4,092,504
Cadence Design Systems, Inc.(a)		53,837		14,712,037	��
Fortinet, Inc.(a)		118,928		6,250,856
InterDigital, Inc.		7		699
Manhattan Associates, Inc.(a)		103,467		23,078,314
Microsoft Corp.		577,155		218,689,801
RingCentral, Inc., Class A(a)		89,819		2,556,249
Salesforce, Inc.(a)		94,284		23,750,140
ServiceNow, Inc.(a)(b)		6,541		4,485,425
Workday, Inc., Class A(a)		1,026		277,759
				333,766,792

38 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Core Fund  (Percentages shown are based on Net Assets)

Security	Shares		Value
Specialized REITs — 0.4%
Equinix, Inc.		2,283	$	1,860,668
Public Storage		27,416		7,094,164
SBA Communications Corp.		4,482		1,106,875
				10,061,707
Specialty Retail — 3.0%
AutoNation, Inc.(a)(b)		78,639		10,637,498
Best Buy Co., Inc.		330,744		23,462,979
O’Reilly Automotive, Inc.(a)		403		395,899
Penske Automotive Group, Inc.(b)		50,508		7,540,844
TJX Cos., Inc. (The)		433,037		38,154,890
Ulta Beauty, Inc.(a)		1,354		576,791
Wayfair, Inc., Class A(a)		49,107		2,740,171
				83,509,072
Technology Hardware, Storage & Peripherals — 8.3%
Apple Inc.		1,019,726		193,696,954
Dell Technologies, Inc., Class C		89,972		6,826,176
Hewlett Packard Enterprise Co.		1,736,338		29,361,475
HP, Inc.		31,082		911,946
				230,796,551
Textiles, Apparel & Luxury Goods — 0.8%
Lululemon Athletica, Inc.(a)		27,106		12,110,961
Skechers U.S.A., Inc., Class A(a)		196,827		11,595,078
				23,706,039

Security	Shares		Value
Trading Companies & Distributors — 0.5%
WW Grainger, Inc.		16,320	$	12,830,621
Total Long-Term Investments — 98.8% (Cost: $2,014,716,556)				2,754,165,945
Short-Term Securities
Money Market Funds — 1.8%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)		28,896,447		28,896,447
SL Liquidity Series, LLC, Money Market Series, 5.56%(c)(d)(e)		20,975,000		20,983,390
Total Short-Term Securities — 1.8% (Cost: $49,877,756)				49,879,837
Total Investments — 100.6% (Cost: $2,064,594,312)				2,804,045,782
Liabilities in Excess of Other Assets — (0.6)%				(16,650,480	)
Net Assets — 100.0%			$	2,787,395,302

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  Affiliate of the Fund.

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

^(e)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale		Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	25,513,614	$	3,382,833	(a)	$	—	$	—	$	—	$	28,896,447		28,896,447	$	678,485		$	—
SL Liquidity Series, LLC, Money Market Series		1,007,234		19,973,070	(a)		—		1,729		1,357		20,983,390		20,975,000		331,788	(b)		—
								$	1,729	$	1,357	$	49,879,837			$	1,010,273		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

SCHEDULES  OF INVESTMENTS 39

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Core Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P 500 E-Mini Index		155		12/15/23	$	35,470	$	1,460,879

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	1,460,879	$	—	$	—	$	—	$	1,460,879

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements 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 period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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	$	—	$	—	$	2,631,972		$	—	$	—	$	—	$	2,631,972
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	(667,584	)	$	—	$	—	$	—	$	(667,584	)

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	35,911,806

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

40 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Core Fund

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	2,754,165,945	$	—	$	—	$	2,754,165,945
Short-Term Securities
Money Market Funds		28,896,447		—		—		28,896,447
	$	2,783,062,392	$	—	$	—		2,783,062,392
Investments valued at NAV(a)								20,983,390
							$	2,804,045,782
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	1,460,879	$	—	$	—	$	1,460,879

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

SCHEDULES  OF INVESTMENTS 41

Schedule of Investments (unaudited)  November 30, 2023 BlackRock Advantage Large Cap Value Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 1.7%
Lockheed Martin Corp.		14,930	$	6,685,206
Textron, Inc.		37,691		2,889,392
				9,574,598
Air Freight & Logistics — 1.6%
FedEx Corp.		34,189		8,849,139
Automobiles — 0.3%
Ford Motor Co.		166,698		1,710,321
Banks — 4.8%
Citigroup, Inc.		211,576		9,753,654
Citizens Financial Group, Inc.		7,356		200,598
First Citizens BancShares, Inc., Class A		54		79,266
JPMorgan Chase & Co.		38,675		6,036,394
KeyCorp		512,997		6,356,033
Synovus Financial Corp.		13,609		419,021
Wells Fargo & Co.		99,322		4,428,768
				27,273,734
Beverages — 2.5%
Coca-Cola Co. (The)		129,320		7,557,461
PepsiCo, Inc.		37,436		6,300,104
				13,857,565
Biotechnology — 3.7%
AbbVie, Inc.		15,226		2,168,030
Amgen, Inc.		29,575		7,974,603
Exelixis, Inc.(a)		90,345		1,970,424
Gilead Sciences, Inc.		27,015		2,069,349
Incyte Corp.(a)		70,471		3,829,394
Neurocrine Biosciences, Inc.(a)		679		79,165
RayzeBio, Inc.(a)		193		4,609
Regeneron Pharmaceuticals, Inc.(a)		2,151		1,772,015
United Therapeutics Corp.(a)		5,042		1,210,080
				21,077,669
Broadline Retail — 1.0%
Amazon.com, Inc.(a)		38,944		5,689,329
Building Products — 0.9%
A O Smith Corp.		13,093		986,689
Johnson Controls International PLC		50,863		2,685,566
Owens Corning		10,641		1,442,707
				5,114,962
Capital Markets — 3.7%
Affiliated Managers Group, Inc.		6,548		887,581
Franklin Resources, Inc.		18,459		457,783
Invesco Ltd.		231,332		3,301,108
Moody’s Corp.		19,562		7,139,348
MSCI, Inc., Class A		106		55,210
Nasdaq, Inc.		97,952		5,469,640
S&P Global, Inc.		8,180		3,401,489
				20,712,159
Chemicals — 3.1%
Eastman Chemical Co.		2,506		210,078
Huntsman Corp.		5,533		136,112
LyondellBasell Industries NV, Class A		75,929		7,220,848
Mosaic Co. (The)		23,795		854,002
PPG Industries, Inc.		26,959		3,827,908
Sherwin-Williams Co. (The)		15,417		4,298,260
Westlake Corp.		8,097		1,039,574
				17,586,782

Security	Shares		Value
Commercial Services & Supplies — 1.5%
Cintas Corp.		6,023	$	3,332,225
Republic Services, Inc.		29,918		4,841,929
				8,174,154
Communications Equipment — 0.4%
Juniper Networks, Inc.		71,730		2,040,718
Construction & Engineering — 1.5%
AECOM		50,559		4,492,673
EMCOR Group, Inc.		2,816		598,456
Valmont Industries, Inc.		16,259		3,569,989
				8,661,118
Construction Materials — 0.1%
Martin Marietta Materials, Inc.		1,113		517,088
Summit Materials, Inc., Class A(a)		1,607		55,747
				572,835
Consumer Finance — 0.3%
OneMain Holdings, Inc.		23,151		979,287
Synchrony Financial		26,251		849,483
				1,828,770
Consumer Staples Distribution & Retail — 1.0%
Sysco Corp.		4,299		310,259
Walmart, Inc.		35,378		5,508,001
				5,818,260
Containers & Packaging — 0.2%
AptarGroup, Inc.		4,778		606,280
International Paper Co.		17,176		634,482
				1,240,762
Diversified Telecommunication Services — 0.5%
AT&T Inc.		160,109		2,653,006
Electric Utilities — 2.9%
Entergy Corp.		2,008		203,631
Evergy, Inc.		100,234		5,115,943
IDACORP, Inc.		7,798		752,507
OGE Energy Corp.		95,059		3,331,818
Portland General Electric Co.		21,075		865,340
PPL Corp.		243,553		6,361,604
				16,630,843
Electrical Equipment — 1.0%
AMETEK, Inc.		25,664		3,983,823
Rockwell Automation, Inc.		6,396		1,761,714
				5,745,537
Electronic Equipment, Instruments & Components — 1.4%
Flex Ltd.(a)		29,883		760,522
TE Connectivity Ltd.		53,655		7,028,805
				7,789,327
Energy Equipment & Services — 0.2%
Baker Hughes Co., Class A		35,905		1,211,794
Entertainment — 0.7%
Electronic Arts, Inc.		23,887		3,296,645
Playtika Holding Corp.(a)(b)		32,843		285,406
Warner Bros Discovery, Inc., Class A(a)		18,916		197,672
				3,779,723
Financial Services — 5.1%
Berkshire Hathaway, Inc., Class B(a)		34,900		12,564,000
Block, Inc., Class A(a)		71,709		4,548,502
Euronet Worldwide, Inc.(a)		18,154		1,583,392
Fidelity National Information Services, Inc.		30,251		1,773,919

42 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Value Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Financial Services (continued)
Mastercard, Inc., Class A		16,587	$	6,864,198
Visa, Inc., Class A		5,945		1,525,962
				28,859,973
Food Products — 2.9%
Archer-Daniels-Midland Co.		105,222		7,758,018
Bunge Global SA		2,304		253,141
Hershey Co. (The)		24,509		4,605,731
J M Smucker Co. (The)		33,799		3,708,764
				16,325,654
Gas Utilities — 0.0%
UGI Corp.		11,977		263,374
Ground Transportation — 0.3%
CSX Corp.		39,309		1,269,681
Ryder System, Inc.		1,453		155,674
				1,425,355
Health Care Equipment & Supplies — 4.1%
Abbott Laboratories		63,954		6,669,763
Edwards Lifesciences Corp.(a)		3,963		268,335
Enovis Corp.(a)		3,517		173,951
Medtronic PLC		129,021		10,227,495
ResMed, Inc.		1,276		201,263
Stryker Corp.		18,804		5,572,189
				23,112,996
Health Care Providers & Services — 2.8%
Cencora, Inc.		5,775		1,174,462
CVS Health Corp.		47,387		3,219,947
Elevance Health, Inc.		19,976		9,578,292
Ensign Group, Inc. (The)		6,447		690,280
HCA Healthcare, Inc.		3,828		958,837
				15,621,818
Health Care REITs — 0.0%
Medical Properties Trust, Inc.		18,396		89,221
Health Care Technology — 0.4%
Teladoc Health, Inc.(a)(b)		122,767		2,226,993
Hotel & Resort REITs — 0.1%
Park Hotels & Resorts, Inc.		52,356		776,439
Hotels, Restaurants & Leisure — 0.9%
Boyd Gaming Corp.		22,567		1,332,581
McDonald’s Corp.		8,036		2,264,866
Travel + Leisure Co.		37,715		1,344,163
				4,941,610
Household Durables — 1.3%
DR Horton, Inc.		9,114		1,163,584
Leggett & Platt, Inc.		52,526		1,201,270
Lennar Corp., Class A		5,261		672,987
Mohawk Industries, Inc.(a)		13,519		1,193,863
Taylor Morrison Home Corp., Class A(a)		6,360		286,836
Toll Brothers, Inc.		32,154		2,761,707
				7,280,247
Household Products — 1.8%
Kimberly-Clark Corp.		55,327		6,845,610
Procter & Gamble Co. (The)		20,983		3,221,310
				10,066,920
Independent Power and Renewable Electricity Producers — 0.7%
AES Corp. (The)		219,890		3,784,307
Industrial Conglomerates — 1.2%
Honeywell International, Inc.		34,931		6,843,681

Security	Shares		Value
Insurance — 6.3%
Everest Group Ltd.		5,365	$	2,202,601
Hartford Financial Services Group, Inc. (The)		46,464		3,631,626
Marsh & McLennan Cos., Inc.		16,712		3,332,707
MetLife, Inc.		125,770		8,002,745
Prudential Financial, Inc.		26,027		2,544,920
Reinsurance Group of America, Inc.		43,410		7,078,434
Travelers Cos., Inc. (The)		39,845		7,196,804
Unum Group		4,842		208,206
W. R. Berkley Corp.		19,305		1,400,578
				35,598,621
Interactive Media & Services — 1.5%
Alphabet, Inc., Class A(a)		48,628		6,444,669
Meta Platforms, Inc., Class A(a)		6,448		2,109,463
				8,554,132
IT Services — 0.2%
Amdocs Ltd.		12,792		1,071,586
Life Sciences Tools & Services — 0.8%
Agilent Technologies, Inc.		34,333		4,387,757
Mettler-Toledo International, Inc.(a)		337		367,981
				4,755,738
Machinery — 4.5%
Cummins, Inc.		10,647		2,386,632
Flowserve Corp.		10,066		385,125
Illinois Tool Works, Inc.		25,653		6,213,413
Oshkosh Corp.		71,411		6,947,576
Otis Worldwide Corp.		6,986		599,329
Snap-on, Inc.		13,285		3,649,257
Timken Co. (The)		13,504		977,690
Xylem, Inc.		38,757		4,074,523
				25,233,545
Media — 2.6%
Comcast Corp., Class A		169,076		7,082,594
Fox Corp., Class A, NVS		163,794		4,838,475
Fox Corp., Class B		4,416		122,146
Liberty Media Corp. - Liberty SiriusXM, NVS(a)(b)		92,339		2,492,230
Liberty Media Corp. - Liberty SiriusXM, Class A(a)		2,159		58,163
Paramount Global, Class B, NVS		20,159		289,685
				14,883,293
Metals & Mining — 0.2%
Nucor Corp.		843		143,285
Steel Dynamics, Inc.		7,816		931,120
				1,074,405
Multi-Utilities — 0.1%
CMS Energy Corp.		8,578		486,887
Office REITs — 0.2%
Alexandria Real Estate Equities, Inc.		7,567		827,830
Highwoods Properties, Inc.		13,683		259,293
				1,087,123
Oil, Gas & Consumable Fuels — 6.9%
Chevron Corp.		50,610		7,267,596
ConocoPhillips		59,486		6,874,797
Devon Energy Corp.		74,443		3,347,702
EOG Resources, Inc.		29,502		3,630,811
Exxon Mobil Corp.		77,295		7,941,288
Marathon Oil Corp.		32,524		827,085
Marathon Petroleum Corp.		24,625		3,673,804

SCHEDULES  OF INVESTMENTS 43

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Value Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Oil, Gas & Consumable Fuels (continued)
Pioneer Natural Resources Co.		9,063	$	2,099,353
Valero Energy Corp.		25,416		3,186,150
				38,848,586
Passenger Airlines — 0.1%
United Airlines Holdings, Inc.(a)		16,513		650,612
Pharmaceuticals — 4.2%
Bristol-Myers Squibb Co.		134,302		6,631,833
Johnson & Johnson		51,055		7,896,166
Merck & Co., Inc.		20,124		2,062,308
Perrigo Co. PLC		15,622		475,846
Pfizer, Inc.		215,392		6,562,994
Viatris, Inc.		7,904		72,559
				23,701,706
Real Estate Management & Development — 0.0%
Zillow Group, Inc., Class A(a)		1,607		63,300
Residential REITs — 1.9%
Apartment Income REIT Corp.		8,245		256,584
Camden Property Trust		51,706		4,666,984
Equity Residential		95,106		5,405,825
Independence Realty Trust, Inc.		18,230		248,293
				10,577,686
Retail REITs — 1.3%
Kimco Realty Corp.		149,708		2,892,359
Simon Property Group, Inc.		35,217		4,398,251
				7,290,610
Semiconductors & Semiconductor Equipment — 4.4%
Applied Materials, Inc.		40,697		6,095,597
ARM Holdings PLC, ADR(a)(b)		12,044		740,706
Cirrus Logic, Inc.(a)(b)		4,444		337,344
Intel Corp.		143,276		6,404,437
NVIDIA Corp.		9,228		4,315,935
QUALCOMM, Inc.		51,975		6,707,374
				24,601,393
Software — 2.4%
Adobe, Inc.(a)		2,654		1,621,621
Cadence Design Systems, Inc.(a)		267		72,963
Fortinet, Inc.(a)		1,324		69,589
Klaviyo, Inc., Class A(a)		3,413		101,127
Manhattan Associates, Inc.(a)		20,070		4,476,614
Microsoft Corp.		18,378		6,963,608
				13,305,522
Specialized REITs — 0.1%
Equinix, Inc.		75		61,126
Public Storage		2,706		700,204
				761,330

Security	Shares		Value
Specialty Retail — 2.2%
AutoNation, Inc.(a)		11,199	$	1,514,889
Best Buy Co., Inc.		46,095		3,269,979
Penske Automotive Group, Inc.(b)		10,689		1,595,868
TJX Cos., Inc. (The)		69,008		6,080,295
				12,461,031
Technology Hardware, Storage & Peripherals — 1.5%
Apple Inc.		8,673		1,647,436
Hewlett Packard Enterprise Co.		402,701		6,809,674
HP, Inc.		8,763		257,107
				8,714,217
Textiles, Apparel & Luxury Goods — 0.5%
Lululemon Athletica, Inc.(a)		1,915		855,622
Skechers U.S.A., Inc., Class A(a)		35,072		2,066,092
Under Armour, Inc., Class C, NVS(a)		5,385		41,249
				2,962,963
Trading Companies & Distributors — 0.4%
WW Grainger, Inc.		2,663		2,093,624
Total Long-Term Investments — 98.9% (Cost: $504,703,272)				557,989,603
Short-Term Securities
Money Market Funds — 1.6%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)		4,846,867		4,846,867
SL Liquidity Series, LLC, Money Market Series, 5.56%(c)(d)(e)		3,956,254		3,957,837
Total Short-Term Securities — 1.6% (Cost: $8,803,886)				8,804,704
Total Investments — 100.5% (Cost: $513,507,158)				566,794,307
Liabilities in Excess of Other Assets — (0.5)%				(2,807,782	)
Net Assets — 100.0%			$	563,986,525

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  Affiliate of the Fund.

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

^(e)  All or a portion of this security was purchased with the cash collateral from loaned securities.

44 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Value Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	4,925,122	$	—		$	(78,255	)(a)	$	—	$	—	$	4,846,867		4,846,867	$	130,264		$	—
SL Liquidity Series, LLC, Money Market Series		973,342		2,984,145	(a)		—			226		124		3,957,837		3,956,254		1,785	(b)		—
									$	226	$	124	$	8,804,704			$	132,049		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

Description	Number of Contracts		Expiration Date		Notional Amount (000)		Value/ Unrealized Appreciation (Depreciation)
Long Contracts
S&P 500 E-Mini Index		29		12/15/23	$	6,636	$	353,978

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Futures contracts
Unrealized appreciation on futures contracts(a)	$	—	$	—	$	353,978	$	—	$	—	$	—	$	353,978

^(a)  Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements 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 period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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	$	—	$	—	$	393,188	$	—	$	—	$	—	$	393,188
Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	594	$	—	$	—	$	—	$	594

SCHEDULES  OF INVESTMENTS 45

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock Advantage Large Cap Value Fund

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Futures contracts
Average notional value of contracts — long	$	6,705,144

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks	$	557,989,603	$	—	$	—	$	557,989,603
Short-Term Securities
Money Market Funds		4,846,867		—		—		4,846,867
	$	562,836,470	$	—	$	—		562,836,470
Investments valued at NAV(a)								3,957,837
							$	566,794,307
Derivative Financial Instruments(b)
Assets
Equity Contracts	$	353,978	$	—	$	—	$	353,978

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient or its equivalent as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

46 2 0 2 3 ��BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Assets and Liabilities (unaudited)

November 30, 2023

	BlackRock Advantage International Fund			BlackRock Advantage Large Cap Growth Fund			BlackRock Advantage Small Cap Core Fund			BlackRock Advantage Large Cap Core Fund			BlackRock Advantage Large Cap Value Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	1,374,423,914		$	1,040,456,486		$	3,298,722,675		$	2,754,165,945		$	557,989,603
Investments, at value — affiliated(c)		35,834,297			11,269,006			152,120,215			49,879,837			8,804,704
Cash		—			—			229,977			52,207			83
Cash pledged:
Futures contracts		1,097,000			628,000			2,599,000			1,652,000			317,006
Foreign currency, at value(d)		623,265			79,389			—			—			—
Receivables:
Investments sold		8,415,327			10,452,576			13,969,230			25,207,981			5,211,300
Securities lending income — affiliated		642			111,248			26,733			331,005			—
Capital shares sold		6,868,197			197,377			4,757,298			549,195			185,940
Dividends — unaffiliated		7,926,020			1,094,305			5,032,915			4,520,300			1,566,461
Dividends — affiliated		133,578			40,235			122,290			104,083			18,936
Interest — unaffiliated		—			—			453			—			—
From the Manager		90,896			48,683			52,139			133,847			19,841
Variation margin on futures contracts		—			—			143,610			130,865			24,367
Prepaid expenses		106,787			68,389			55,372			75,370			74,105
Total assets		1,435,519,923			1,064,445,694			3,477,831,907			2,836,802,635			574,212,346
LIABILITIES
Collateral on securities loaned		1,177,275			2,252,161			116,245,412			20,983,225			3,955,809
Payables:
Investments purchased		13,511,674			9,462,792			17,920,199			24,505,247			5,007,589
Administration fees		44,932			34,611			102,339			84,845			19,056
Capital shares redeemed		810,666			657,073			7,129,762			1,482,602			649,410
Investment advisory fees		390,143			414,436			1,032,101			824,503			172,369
Directors’ and Officer’s fees		4,100			3,852			10,766			7,989			3,337
Other accrued expenses		473,517			144,573			918,966			755,550			184,444
Other affiliate fees		178,292			81,772			57,502			439,827			5,310
Professional fees		136,342			104,093			68,416			36,178			141,801
Registration fees		—			—			200,033			(18,480	)		—
Service and distribution fees		67,428			118,626			74,526			305,847			86,696
Variation margin on futures contracts		49,363			24,478			—			—			—
Total liabilities		16,843,732			13,298,467			143,760,022			49,407,333			10,225,821
Commitments and contingent liabilities
NET ASSETS	$	1,418,676,191		$	1,051,147,227		$	3,334,071,885		$	2,787,395,302		$	563,986,525
NET ASSETS CONSIST OF:
Paid-in capital	$	1,337,119,480		$	642,012,794		$	3,765,133,771		$	2,101,835,547		$	503,577,157
Accumulated earnings (loss)		81,556,711			409,134,433			(431,061,886	)		685,559,755			60,409,368
NET ASSETS	$	1,418,676,191		$	1,051,147,227		$	3,334,071,885		$	2,787,395,302		$	563,986,525
(a)  Investments, at cost — unaffiliated	$	1,209,438,812		$	636,507,246		$	3,350,572,351		$	2,014,716,556		$	504,703,272
(b)  Securities loaned, at value	$	1,111,891		$	1,500,600		$	111,852,779		$	19,269,817		$	3,842,600
(c)  Investments, at cost — affiliated	$	35,833,932		$	11,268,913		$	152,051,673		$	49,877,756		$	8,803,886
(d)  Foreign currency, at cost	$	628,960		$	84,645		$	—		$	—		$	—

FINANCIAL  STATEMENTS 47

Statements of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Advantage International Fund		BlackRock Advantage Large Cap Growth Fund		BlackRock Advantage Small Cap Core Fund		BlackRock Advantage Large Cap Core Fund		BlackRock Advantage Large Cap Value Fund
NET ASSET VALUE
Institutional
Net assets	$	924,659,681	$	535,664,289	$	2,041,957,264	$	1,328,441,339	$	167,486,086
Shares outstanding		53,018,993		23,889,541		137,432,963		68,986,965		5,761,502
Net asset value	$	17.44	$	22.42	$	14.86	$	19.26	$	29.07
Shares authorized		Unlimited		Unlimited		Unlimited		400 million		400 million
Par value	$	0.001	$	0.001	$	0.001	$	0.10	$	0.10
Investor A
Net assets	$	234,912,272	$	483,042,568	$	330,206,916	$	1,374,381,546	$	360,528,805
Shares outstanding		13,646,048		22,924,991		22,390,995		75,566,929		12,775,876
Net asset value	$	17.21	$	21.07	$	14.75	$	18.19	$	28.22
Shares authorized		Unlimited		Unlimited		Unlimited		300 million		400 million
Par value	$	0.001	$	0.001	$	0.001	$	0.10	$	0.10
Investor C
Net assets	$	12,002,786	$	26,990,295	$	9,381,614	$	40,382,218	$	14,510,359
Shares outstanding		719,279		1,603,788		658,955		2,804,557		568,342
Net asset value	$	16.69	$	16.83	$	14.24	$	14.40	$	25.53
Shares authorized		Unlimited		Unlimited		Unlimited		400 million		400 million
Par value	$	0.001	$	0.001	$	0.001	$	0.10	$	0.10
Class K
Net assets	$	217,562,795	$	4,778,510	$	952,526,091	$	30,697,246	$	14,542,413
Shares outstanding		12,472,293		213,059		64,046,886		1,593,324		500,160
Net asset value	$	17.44	$	22.43	$	14.87	$	19.27	$	29.08
Shares authorized		Unlimited		Unlimited		Unlimited		2 billion		2 billion
Par value	$	0.001	$	0.001	$	0.001	$	0.10	$	0.10
Class R
Net assets	$	29,538,657	$	671,565	$	N/A	$	13,492,953	$	6,918,862
Shares outstanding		1,717,949		30,273		N/A		823,008		258,778
Net asset value	$	17.19	$	22.18	$	N/A	$	16.39	$	26.74
Shares authorized		Unlimited		Unlimited		N/A		200 million		200 million
Par value	$	0.001	$	0.001	$	N/A	$	0.10	$	0.10

See notes to financial statements.

48 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Operations (unaudited)

Six Months Ended November 30, 2023

	BlackRock Advantage International Fund			BlackRock Advantage Large Cap Growth Fund			BlackRock Advantage Small Cap Core Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	15,567,895		$	4,179,445		$	29,278,443
Dividends — affiliated		769,785			232,344			816,142
Securities lending income — affiliated — net		11,798			113,214			395,589
Other income		14,843			—			—
Foreign taxes withheld		(1,359,486	)		(5,005	)		(73,822	)
Foreign withholding tax claims		268,791			—			—
Total investment income		15,273,626			4,519,998			30,416,352
EXPENSES
Investment advisory		2,876,180			2,833,110			7,434,625
Transfer agent — class specific		783,100			596,907			1,037,765
Service and distribution — class specific		372,847			658,601			467,059
Administration		262,159			205,049			652,804
Custodian		170,177			20,995			150,970
Administration — class specific		129,741			99,456			348,191
Professional		96,132			49,699			49,467
Accounting services		53,863			45,541			113,597
Registration		52,011			43,135			89,540
Printing and postage		21,686			17,560			25,233
Directors and Officer		8,166			7,009			18,203
Miscellaneous		1,893			8,879			36,986
Total expenses excluding interest expense		4,827,955			4,585,941			10,424,440
Interest expense		2,468			—			—
Total expenses		4,830,423			4,585,941			10,424,440
Less:
Administration fees waived by the Manager — class specific		(129,741	)		(96,599	)		(346,428	)
Fees waived and/or reimbursed by the Manager		(592,864	)		(396,655	)		(737,126	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(511,132	)		(353,570	)		(418,331	)
Total expenses after fees waived and/or reimbursed		3,596,686			3,739,117			8,922,555
Net investment income		11,676,940			780,881			21,493,797
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		19,791,166			35,028,658			(18,369,380	)
Investments — affiliated		811			(2,273	)		27,040
Futures contracts		(1,296,700	)		1,171,680			689,947
Foreign currency transactions		(290,833	)		—			(827	)
		18,204,444			36,198,065			(17,653,220	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		43,760,160			91,192,351			200,504,987
Investments — affiliated		172			1,275			16,891
Futures contracts		2,073,132			747			615,656
Foreign currency translations		255,745			1,426			—
		46,089,209			91,195,799			201,137,534
Net realized and unrealized gain		64,293,653			127,393,864			183,484,314
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	75,970,593		$	128,174,745		$	204,978,111

See notes to financial statements.

FINANCIAL  STATEMENTS 49

Statements of Operations (unaudited) (continued)

Six Months Ended November 30, 2023

	BlackRock Advantage Large Cap Core Fund			BlackRock Advantage Large Cap Value Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	21,362,023		$	6,732,459
Dividends — affiliated		678,485			130,264
Interest — unaffiliated		—			2,007
Securities lending income — affiliated — net		331,788			1,785
Foreign taxes withheld		(7,359	)		(823	)
Total investment income		22,364,937			6,865,692
EXPENSES
Investment advisory		6,209,385			1,380,079
Transfer agent — class specific		1,942,864			300,529
Service and distribution — class specific		1,877,975			542,885
Administration		548,717			118,910
Administration — class specific		288,624			56,353
Accounting services		97,323			33,727
Registration		61,594			45,871
Professional		55,922			53,639
Printing and postage		21,311			16,069
Directors and Officer		15,238			5,598
Custodian		(3,280	)		17,388
Miscellaneous		31,874			13,131
Total expenses excluding interest expense		11,147,547			2,584,179
Interest expense		1,230			—
Total expenses		11,148,777			2,584,179
Less:
Administration fees waived by the Manager — class specific		(288,624	)		(56,353	)
Fees waived and/or reimbursed by the Manager		(834,065	)		(304,209	)
Transfer agent fees waived and/or reimbursed — class specific		(1,234,475	)		(164,135	)
Total expenses after fees waived and/or reimbursed		8,791,613			2,059,482
Net investment income		13,573,324			4,806,210
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		54,508,770			18,390,909
Investments — affiliated		1,729			226
Futures contracts		2,631,972			393,188
		57,142,471			18,784,323
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		228,080,320			27,931,281
Investments — affiliated		1,357			124
Futures contracts		(667,584	)		594
		227,414,093			27,931,999
Net realized and unrealized gain		284,556,564			46,716,322
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	298,129,888		$	51,522,532

See notes to financial statements.

50 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets

	BlackRock Advantage International Fund						BlackRock Advantage Large Cap Growth Fund
	Six Months						Six Months
	Ended						Ended
	11/30/23			Year Ended			11/30/23			Year Ended
	(unaudited)			05/31/23			(unaudited)			05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	11,676,940		$	32,597,808		$	780,881		$	3,192,201
Net realized gain (loss)		18,204,444			(65,982,615	)		36,198,065			(14,259,907	)
Net change in unrealized appreciation (depreciation)		46,089,209			90,742,580			91,195,799			67,271,524
Net increase in net assets resulting from operations		75,970,593			57,357,773			128,174,745			56,203,818
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(12,784,819	)		(23,002,049	)		(653,618	)		(1,487,169	)
Investor A		(3,450,967	)		(6,936,172	)		(208,707	)		(734,722	)
Investor C		(31,829	)		(57,995	)		—			—
Class K		(3,257,321	)		(3,878,150	)		(5,247	)		(6,578	)
Class R		(304,188	)		(73,700	)		—			(147	)
Decrease in net assets resulting from distributions to shareholders		(19,829,124	)		(33,948,066	)		(867,572	)		(2,228,616	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		144,687,666			135,628,015			(29,275,235	)		1,585,172
NET ASSETS
Total increase in net assets		200,829,135			159,037,722			98,031,938			55,560,374
Beginning of period		1,217,847,056			1,058,809,334			953,115,289			897,554,915
End of period	$	1,418,676,191		$	1,217,847,056		$	1,051,147,227		$	953,115,289

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

See notes to financial statements.

FINANCIAL STATEMENTS 51

Statements of Changes in Net Assets (continued)

	BlackRock Advantage Small Cap Core Fund						BlackRock Advantage Large Cap Core Fund
	Six Months						Six Months
	Ended						Ended
	11/30/23			Year Ended			11/30/23			Year Ended
	(unaudited)			05/31/23			(unaudited)			05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income		$ 21,493,797			$ 34,024,253			$ 13,573,324			$ 29,099,395
Net realized gain (loss)		(17,653,220	)		(243,633,261	)		57,142,471			(57,935,346	)
Net change in unrealized appreciation (depreciation)		201,137,534			(2,236,033	)		227,414,093			30,100,345
Net increase (decrease) in net assets resulting from operations		204,978,111			(211,845,041	)		298,129,888			1,264,394
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(5,890,136	)		(65,785,212	)		(6,048,621	)		(87,947,101	)
Investor A		(571,241	)		(8,392,738	)		(4,326,414	)		(78,931,541	)
Investor C		—			(218,628	)		(47,818	)		(2,397,702	)
Class K		(2,976,424	)		(26,282,902	)		(119,106	)		(1,924,102	)
Class R		—			—			(36,181	)		(849,067	)
Decrease in net assets resulting from distributions to shareholders		(9,437,801	)		(100,679,480	)		(10,578,140	)		(172,049,513	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(303,644,208	)		(84,503,292	)		(325,415,087	)		(48,914,390	)
NET ASSETS
Total decrease in net assets		(108,103,898	)		(397,027,813	)		(37,863,339	)		(219,699,509	)
Beginning of period		3,442,175,783			3,839,203,596			2,825,258,641			3,044,958,150
End of period	$	3,334,071,885		$	3,442,175,783		$	2,787,395,302		$	2,825,258,641

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

See notes to financial statements.

52 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets (continued)

	BlackRock Advantage Large Cap Value Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	4,806,210		$	8,666,756
Net realized gain (loss)		18,784,323			(1,730,009	)
Net change in unrealized appreciation (depreciation)		27,931,999			(38,708,040	)
Net increase (decrease) in net assets resulting from operations		51,522,532			(31,771,293	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(1,089,515	)		(9,937,889	)
Investor A		(1,977,245	)		(20,893,090	)
Investor C		(44,976	)		(893,218	)
Class K		(80,975	)		(574,235	)
Class R		(32,227	)		(460,361	)
Decrease in net assets resulting from distributions to shareholders		(3,224,938	)		(32,758,793	)
CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions		(26,687,285	)		(11,079,734	)
NET ASSETS
Total increase (decrease) in net assets		21,610,309			(75,609,820	)
Beginning of period		542,376,216			617,986,036
End of period	$	563,986,525		$	542,376,216

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

See notes to financial statements.

FINANCIAL STATEMENTS 53

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Advantage International Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	16.73		$	16.48		$	19.89		$	14.52		$	16.12		$	16.97		$	16.77
Net investment income(a)		0.16			0.48			0.46			0.38			0.22			0.44			0.45
Net realized and unrealized gain (loss)		0.82			0.29			(2.28	)		5.30			(1.37	)		(0.90	)		(0.12	)
Net increase (decrease) from investment operations		0.98			0.77			(1.82	)		5.68			(1.15	)		(0.46	)		0.33
Distributions(b)
From net investment income		(0.27	)		(0.52	)		(0.62	)		(0.31	)		(0.45	)		(0.39	)		(0.13	)
From net realized gain		—			—			(0.97	)		—			—			—			—
Total distributions		(0.27	)		(0.52	)		(1.59	)		(0.31	)		(0.45	)		(0.39	)		(0.13	)
Net asset value, end of period	$	17.44		$	16.73		$	16.48		$	19.89		$	14.52		$	16.12		$	16.97
Total Return(c)
Based on net asset value		5.86	%(d)		5.10	%		(9.93	)%		39.57	%		(7.45	)%(d)		(2.52	)%		1.94	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.72	%(g)		0.68	%		0.73	%		0.78	%		0.82	%(g)		0.88	%		0.86	%
Total expenses after fees waived and/or reimbursed		0.50	%(g)		0.50	%		0.50	%		0.50	%		0.50	%(g)		0.59	%		0.64	%
Net investment income		1.85	%(g)		3.08	%		2.51	%		2.21	%		2.17	%(g)		2.78	%		2.61	%
Supplemental Data
Net assets, end of period (000)	$	924,660		$	771,698		$	710,116		$	616,649		$	477,944		$	446,831		$	403,149
Portfolio turnover rate		65	%		128	%		132	%		247	%		131	%		140	%		106	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is 1.82%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

54 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage International Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	16.52		$	16.28		$	19.65		$	14.35		$	15.93		$	16.78		$	16.60
Net investment income(a)		0.13			0.44			0.35			0.33			0.19			0.40			0.38
Net realized and unrealized gain (loss)		0.81			0.28			(2.19	)		5.24			(1.35	)		(0.90	)		(0.10	)
Net increase (decrease) from investment operations		0.94			0.72			(1.84	)		5.57			(1.16	)		(0.50	)		0.28
Distributions(b)
From net investment income		(0.25	)		(0.48	)		(0.56	)		(0.27	)		(0.42	)		(0.35	)		(0.10	)
From net realized gain		—			—			(0.97	)		—			—			—			—
Total distributions		(0.25	)		(0.48	)		(1.53	)		(0.27	)		(0.42	)		(0.35	)		(0.10	)
Net asset value, end of period	$	17.21		$	16.52		$	16.28		$	19.65		$	14.35		$	15.93		$	16.78
Total Return(c)
Based on net asset value		5.71	%(d)		4.82	%		(10.13	)%		39.21	%		(7.61	)%(d)		(2.77	)%		1.68	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.92	%(g)		1.00	%		1.02	%		1.05	%		1.08	%(g)		1.16	%		1.15	%
Total expenses after fees waived and/or reimbursed		0.75	%(g)		0.75	%		0.75	%		0.75	%		0.75	%(g)		0.84	%		0.89	%
Net investment income		1.59	%(g)		2.82	%		1.93	%		1.95	%		1.85	%(g)		2.56	%		2.20	%
Supplemental Data
Net assets, end of period (000)	$	234,912		$	230,879		$	240,255		$	456,083		$	366,411		$	404,739		$	302,725
Portfolio turnover rate		65	%		128	%		132	%		247	%		131	%		140	%		106	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is 1.56%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 55

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage International Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22				Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	16.03		$	15.81		$	19.12			$	13.95		$	15.43		$	16.11		$	15.96
Net investment income(a)		0.11			0.32			0.22				0.16			0.10			0.23			0.23
Net realized and unrealized gain (loss)		0.75			0.27			(2.15	)			5.14			(1.31	)		(0.80	)		(0.08	)
Net increase (decrease) from investment operations		0.86			0.59			(1.93	)			5.30			(1.21	)		(0.57	)		0.15
Distributions(b)
From net investment income		(0.20	)		(0.37	)		(0.41	)			(0.13	)		(0.27	)		(0.11	)		—
From net realized gain		—			—			(0.97	)			—			—			—			—
Total distributions		(0.20	)		(0.37	)		(1.38	)			(0.13	)		(0.27	)		(0.11	)		—
Net asset value, end of period	$	16.69		$	16.03		$	15.81			$	19.12		$	13.95		$	15.43		$	16.11
Total Return(c)
Based on net asset value		5.37	%(d)		4.04	%		(10.83	)%			38.21	%		(8.05	)%(d)		(3.51	)%		0.94	%(e)
Ratios to Average Net Assets(f)
Total expenses		1.71	%(g)		1.78	%		1.83	%			1.88	%		1.84	%(g)		1.88	%		1.89	%
Total expenses after fees waived and/or reimbursed		1.51	%(g)		1.50	%		1.50	%			1.50	%		1.50	%(g)		1.59	%		1.64	%
Net investment income		1.33	%(g)		2.10	%		1.27	%			0.98	%		1.04	%(g)		1.52	%		1.39	%
										��
Supplemental Data
Net assets, end of period (000)	$	12,003		$	2,598		$	2,356			$	3,664		$	6,193		$	9,448		$	23,111
Portfolio turnover rate		65	%		128	%		132	%			247	%		131	%		140	%		106	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is 0.81%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. (g) Annualized.

See notes to financial statements.

56 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage International Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Period from 01/25/18 to 09/30/18	(a)
Net asset value, beginning of period	$	16.73		$	16.48		$	19.89		$	14.52		$	16.12		$	16.98		$	18.33
Net investment income(b)		0.16			0.52			0.46			0.46			0.23			0.56			0.39
Net realized and unrealized gain (loss)		0.83			0.26			(2.28	)		5.23			(1.37	)		(1.03	)		(1.74	)
Net increase (decrease) from investment operations		0.99			0.78			(1.82	)		5.69			(1.14	)		(0.47	)		(1.35	)
Distributions(c)
From net investment income		(0.28	)		(0.53	)		(0.62	)		(0.32	)		(0.46	)		(0.39	)		—
From net realized gain		—			—			(0.97	)		—			—			—			—
Total distributions		(0.28	)		(0.53	)		(1.59	)		(0.32	)		(0.46	)		(0.39	)		—
Net asset value, end of period	$	17.44		$	16.73		$	16.48		$	19.89		$	14.52		$	16.12		$	16.98
Total Return(d)
Based on net asset value		5.88	%(e)		5.16	%		(9.89	)%		39.64	%		(7.40	)%(e)		(2.53	)%		(7.37	)%(f)
Ratios to Average Net Assets(g)
Total expenses		0.57	%(h)		0.57	%		0.61	%		0.63	%		0.65	%(h)		0.75	%		0.80	%(h)
Total expenses after fees waived and/or reimbursed		0.45	%(h)		0.45	%		0.45	%		0.45	%		0.45	%(h)		0.54	%		0.59	%(h)
Net investment income		1.89	%(h)		3.28	%		2.55	%		2.65	%		2.20	%(h)		3.59	%		3.33	%(h)
Supplemental Data
Net assets, end of period (000)	$	217,563		$	193,748		$	103,329		$	103,454		$	43,073		$	43,721		$	8,175
Portfolio turnover rate		65	%		128	%		132	%		247	%		131	%		140	%		106	%(i)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is (7.42)%.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

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

See notes to financial statements.

FINANCIAL HIGHLIGHTS 57

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage International Fund (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	16.53		$	16.29		$	19.68		$	14.36		$	15.91		$	16.74		$	16.53
Net investment income(a)		0.11			0.45			0.33			0.28			0.15			0.34			0.32
Net realized and unrealized gain (loss)		0.82			0.23			(2.23	)		5.26			(1.34	)		(0.88	)		(0.08	)
Net increase (decrease) from investment operations		0.93			0.68			(1.90	)		5.54			(1.19	)		(0.54	)		0.24
Distributions(b)
From net investment income		(0.27	)		(0.44	)		(0.52	)		(0.22	)		(0.36	)		(0.29	)		(0.03	)
From net realized gain		—			—			(0.97	)		—			—			—			—
Total distributions		(0.27	)		(0.44	)		(1.49	)		(0.22	)		(0.36	)		(0.29	)		(0.03	)
Net asset value, end of period	$	17.19		$	16.53		$	16.29		$	19.68		$	14.36		$	15.91		$	16.74
Total Return(c)
Based on net asset value		5.61	%(d)		4.54	%		(10.42	)%		38.91	%		(7.75	)%(d)		(3.04	)%		1.44	%(e)
Ratios to Average Net Assets(f)
Total expenses		1.27	%(g)		1.33	%		1.35	%		1.36	%		1.37	%(g)		1.44	%		1.45	%
Total expenses after fees waived and/or reimbursed		1.01	%(g)		1.00	%		1.00	%		1.00	%		1.00	%(g)		1.09	%		1.14	%
Net investment income		1.32	%(g)		2.75	%		1.81	%		1.67	%		1.47	%(g)		2.20	%		1.91	%
Supplemental Data
Net assets, end of period (000)	$	29,539		$	18,925		$	2,753		$	3,416		$	3,310		$	5,244		$	7,572
Portfolio turnover rate		65	%		128	%		132	%		247	%		131	%		140	%		106	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is 1.26%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

58 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Growth Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	19.76		$	18.77		$	23.33		$	18.23		$	16.49		$	17.89		$	15.20
Net investment income(a)		0.03			0.09			0.03			0.04			0.07			0.13			0.13
Net realized and unrealized gain (loss)		2.66			0.96			(1.25	)		6.59			2.40			(0.22	)		3.52
Net increase (decrease) from investment operations		2.69			1.05			(1.22	)		6.63			2.47			(0.09	)		3.65
Distributions(b)
From net investment income		(0.03	)		(0.06	)		—			(0.07	)		(0.14	)		(0.13	)		(0.08	)
From net realized gain		—			—			(3.34	)		(1.46	)		(0.59	)		(1.18	)		(0.88	)
Total distributions		(0.03	)		(0.06	)		(3.34	)		(1.53	)		(0.73	)		(1.31	)		(0.96	)
Net asset value, end of period	$	22.42		$	19.76		$	18.77		$	23.33		$	18.23		$	16.49		$	17.89
Total Return(c)
Based on net asset value		13.60	%(d)		5.62	%		(7.80	)%		37.54	%		15.34	%(d)		0.41	%		25.31	%
Ratios to Average Net Assets(e)
Total expenses		0.82	%(f)		0.75	%		0.75	%		0.83	%		0.86	%(f)		0.87	%		0.86	%
Total expenses after fees waived and/or reimbursed		0.62	%(f)		0.61	%		0.61	%		0.62	%		0.62	%(f)		0.62	%		0.62	%
Net investment income		0.29	%(f)		0.50	%		0.15	%		0.21	%		0.65	%(f)		0.82	%		0.83	%
Supplemental Data
Net assets, end of period (000)	$	535,664		$	499,742		$	432,076		$	125,061		$	89,737		$	79,564		$	74,886
Portfolio turnover rate		65	%		130	%		130	%		134	%		70	%		154	%		162	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 59

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Growth Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	18.57		$	17.67		$	22.13		$	17.35		$	15.71		$	17.11		$	14.59
Net investment income (loss)(a)		0.00			0.04			(0.03	)		(0.01	)		0.04			0.09			0.09
Net realized and unrealized gain (loss)		2.51			0.89			(1.16	)		6.27			2.28			(0.22	)		3.37
Net increase (decrease) from investment operations		2.51			0.93			(1.19	)		6.26			2.32			(0.13	)		3.46
Distributions(b)
From net investment income		(0.01	)		(0.03	)		—			(0.02	)		(0.09	)		(0.09	)		(0.06	)
From net realized gain		—			—			(3.27	)		(1.46	)		(0.59	)		(1.18	)		(0.88	)
Total distributions		(0.01	)		(0.03	)		(3.27	)		(1.48	)		(0.68	)		(1.27	)		(0.94	)
Net asset value, end of period	$	21.07		$	18.57		$	17.67		$	22.13		$	17.35		$	15.71		$	17.11
Total Return(c)
Based on net asset value		13.51	%(d)		5.28	%		(8.05	)%		37.28	%		15.16	%(d)		0.15	%		24.98	%
Ratios to Average Net Assets(e)
Total expenses		1.00	%(f)		1.06	%		1.07	%		1.08	%		1.12	%(f)		1.12	%		1.12	%
Total expenses after fees waived and/or reimbursed		0.87	%(f)		0.87	%		0.87	%		0.87	%		0.87	%(f)		0.87	%		0.87	%
Net investment income (loss)		0.04	%(f)		0.24	%		(0.16	)%		(0.04	)%		0.40	%(f)		0.57	%		0.58	%
Supplemental Data
Net assets, end of period (000)	$	483,043		$	441,983		$	452,791		$	909,344		$	713,162		$	699,247		$	730,996
Portfolio turnover rate		65	%		130	%		130	%		134	%		70	%		154	%		162	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

60 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Growth Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	14.88		$	14.24		$	18.42		$	14.67		$	13.35		$	14.55		$	12.53
Net investment loss(a)		(0.05	)		(0.07	)		(0.16	)		(0.13	)		(0.03	)		(0.03	)		(0.03	)
Net realized and unrealized gain (loss)		2.00			0.71			(0.87	)		5.27			1.93			(0.17	)		2.89
Net increase (decrease) from investment operations		1.95			0.64			(1.03	)		5.14			1.90			(0.20	)		2.86
Distributions from net realized gain(b)		—			—			(3.15	)		(1.39	)		(0.58	)		(1.00	)		(0.84	)
Net asset value, end of period	$	16.83		$	14.88		$	14.24		$	18.42		$	14.67		$	13.35		$	14.55
Total Return(c)
Based on net asset value		13.10	%(d)		4.50	%		(8.74	)%		36.25	%		14.56	%(d)		(0.59	)%		24.09	%
Ratios to Average Net Assets(e)
Total expenses		1.82	%(f)		1.87	%		1.83	%		1.84	%		1.83	%(f)		1.85	%		1.87	%
Total expenses after fees waived and/or reimbursed		1.62	%(f)		1.62	%		1.62	%		1.62	%		1.62	%(f)		1.62	%		1.62	%
Net investment loss		(0.69	)%(f)		(0.51	)%		(0.89	)%		(0.78	)%		(0.35	)%(f)		(0.22	)%		(0.19	)%
Supplemental Data
Net assets, end of period (000)	$	26,990		$	8,372		$	10,162		$	12,989		$	14,728		$	15,277		$	48,702
Portfolio turnover rate		65	%		130	%		130	%		134	%		70	%		154	%		162	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 61

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Growth Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Period from 01/25/18 to 09/30/18	(a)
Net asset value, beginning of period	$	19.76		$	18.77		$	23.33		$	18.23		$	16.49		$	17.89		$	16.37
Net investment income(b)		0.04			0.10			0.04			0.05			0.08			0.14			0.11
Net realized and unrealized gain (loss)		2.66			0.95			(1.25	)		6.59			2.40			(0.23	)		1.41
Net increase (decrease) from investment operations		2.70			1.05			(1.21	)		6.64			2.48			(0.09	)		1.52
Distributions(c)
From net investment income		(0.03	)		(0.06	)		—			(0.08	)		(0.15	)		(0.13	)		—
From net realized gain		—			—			(3.35	)		(1.46	)		(0.59	)		(1.18	)		—
Total distributions		(0.03	)		(0.06	)		(3.35	)		(1.54	)		(0.74	)		(1.31	)		—
Net asset value, end of period	$	22.43		$	19.76		$	18.77		$	23.33		$	18.23		$	16.49		$	17.89
Total Return(d)
Based on net asset value		13.67	%(e)		5.63	%		(7.76	)%		37.60	%		15.40	%(e)		0.47	%		9.29	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.68	%(g)		0.69	%		0.69	%		0.69	%		0.70	%(g)		0.71	%		0.72	%(g)
Total expenses after fees waived and/or reimbursed		0.57	%(g)		0.57	%		0.57	%		0.57	%		0.57	%(g)		0.57	%		0.57	%(g)
Net investment income		0.35	%(g)		0.53	%		0.18	%		0.25	%		0.72	%(g)		0.85	%		0.93	%(g)
Supplemental Data
Net assets, end of period (000)	$	4,779		$	2,489		$	2,177		$	1,152		$	715		$	973		$	609
Portfolio turnover rate		65	%		130	%		130	%		134	%		70	%		154	%		162	%(h)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

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

See notes to financial statements.

62 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Growth Fund (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	19.57		$	18.64		$	23.17		$	18.10		$	16.32		$	17.69		$	15.01
Net investment income (loss)(a)		(0.02	)		(0.00	)(b)		(0.09	)		(0.06	)		0.02			0.05			0.05
Net realized and unrealized gain (loss)		2.63			0.94			(1.25	)		6.55			2.38			(0.23	)		3.49
Net increase (decrease) from investment operations		2.61			0.94			(1.34	)		6.49			2.40			(0.18	)		3.54
Distributions(c)
From net investment income		—			(0.01	)		—			—			(0.03	)		(0.01	)		—
From net realized gain		—			—			(3.19	)		(1.42	)		(0.59	)		(1.18	)		(0.86	)
Total distributions		—			(0.01	)		(3.19	)		(1.42	)		(0.62	)		(1.19	)		(0.86	)
Net asset value, end of period	$	22.18		$	19.57		$	18.64		$	23.17		$	18.10		$	16.32		$	17.69
Total Return(d)
Based on net asset value		13.34	%(e)		5.03	%		(8.28	)%		36.93	%		14.99	%(e)		(0.15	)%		24.68	%
Ratios to Average Net Assets(f)
Total expenses		1.38	%(g)		1.42	%		1.50	%		1.36	%		1.46	%(g)		1.42	%		1.40	%
Total expenses after fees waived and/or reimbursed		1.12	%(g)		1.12	%		1.12	%		1.12	%		1.12	%(g)		1.12	%		1.12	%
Net investment income (loss)		(0.21	)%(g)		(0.03	)%		(0.39	)%		(0.30	)%		0.16	%(g)		0.33	%		0.30	%
Supplemental Data
Net assets, end of period (000)	$	672		$	530		$	349		$	577		$	536		$	867		$	1,864
Portfolio turnover rate		65	%		130	%		130	%		134	%		70	%		154	%		162	%

^(a)  Based on average shares outstanding.

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

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 63

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Year Ended 05/31/20			Year Ended 05/31/19
Net asset value, beginning of period	$	14.06		$	15.35		$	20.72		$	13.09		$	13.13		$	14.80
Net investment income(a)		0.09			0.14			0.13			0.12			0.14			0.13
Net realized and unrealized gain (loss)		0.75			(1.02	)		(3.28	)		7.97			(0.05	)		(1.13	)
Net increase (decrease) from investment operations		0.84			(0.88	)		(3.15	)		8.09			0.09			(1.00	)
Distributions(b)
From net investment income		(0.04	)		(0.12	)		(0.14	)		(0.10	)		(0.13	)		(0.11	)
From net realized gain		—			(0.29	)		(2.08	)		(0.36	)		(0.00	)(c)		(0.56	)
Total distributions		(0.04	)		(0.41	)		(2.22	)		(0.46	)		(0.13	)		(0.67	)
Net asset value, end of period	$	14.86		$	14.06		$	15.35		$	20.72		$	13.09		$	13.13
Total Return(d)
Based on net asset value		5.96	%(e)		(5.75	)%		(16.89	)%		62.61	%		0.61	%		(6.89	)%
Ratios to Average Net Assets(f)
Total expenses		0.58	%(g)		0.59	%		0.59	%		0.60	%		0.64	%		0.70	%
Total expenses after fees waived and/or reimbursed		0.50	%(g)		0.50	%		0.50	%		0.50	%		0.50	%		0.49	%
Net investment income		1.25	%(g)		0.93	%		0.69	%		0.65	%		0.99	%		0.95	%
Supplemental Data
Net assets, end of period (000)	$	2,041,957		$	2,152,757		$	2,501,959		$	2,802,145		$	847,753		$	551,833
Portfolio turnover rate		38	%		93	%		81	%		63	%		101	%		100	%

^(a)  Based on average shares outstanding.

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

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

64 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Year Ended 05/31/20			Year Ended 05/31/19
Net asset value, beginning of period	$	13.96		$	15.24		$	20.58		$	13.02		$	13.05		$	14.73
Net investment income(a)		0.07			0.10			0.08			0.08			0.10			0.09
Net realized and unrealized gain (loss)		0.75			(1.01	)		(3.25	)		7.91			(0.03	)		(1.13	)
Net increase (decrease) from investment operations		0.82			(0.91	)		(3.17	)		7.99			0.07			(1.04	)
Distributions(b)
From net investment income		(0.03	)		(0.08	)		(0.09	)		(0.07	)		(0.10	)		(0.08	)
From net realized gain		—			(0.29	)		(2.08	)		(0.36	)		(0.00	)(c)		(0.56	)
Total distributions		(0.03	)		(0.37	)		(2.17	)		(0.43	)		(0.10	)		(0.64	)
Net asset value, end of period	$	14.75		$	13.96		$	15.24		$	20.58		$	13.02		$	13.05
Total Return(d)
Based on net asset value		5.83	%(e)		(5.98	)%		(17.08	)%		62.05	%		0.45	%		(7.16	)%
Ratios to Average Net Assets(f)
Total expenses		0.93	%(g)		0.93	%		0.92	%		0.95	%		1.01	%		1.03	%
Total expenses after fees waived and/or reimbursed		0.75	%(g)		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.00	%(g)		0.67	%		0.44	%		0.45	%		0.75	%		0.69	%
Supplemental Data
Net assets, end of period (000)	$	330,207		$	315,694		$	358,594		$	530,664		$	277,926		$	248,574
Portfolio turnover rate		38	%		93	%		81	%		63	%		101	%		100	%

^(a)  Based on average shares outstanding.

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

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 65

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Year Ended 05/31/20			Year Ended 05/31/19
Net asset value, beginning of period	$	13.50		$	14.80		$	20.08		$	12.74		$	12.80		$	14.48
Net investment income (loss)(a)		0.02			(0.01	)		(0.05	)		(0.05	)		0.00	(b)		(0.01	)
Net realized and unrealized gain (loss)		0.72			(0.98	)		(3.18	)		7.74			(0.04	)		(1.10	)
Net increase (decrease) from investment operations		0.74			(0.99	)		(3.23	)		7.69			(0.04	)		(1.11	)
Distributions(c)
From net investment income		—			(0.02	)		—			—			(0.02	)		(0.01	)
From net realized gain		—			(0.29	)		(2.05	)		(0.35	)		(0.00	)(d)		(0.56	)
Total distributions		—			(0.31	)		(2.05	)		(0.35	)		(0.02	)		(0.57	)
Net asset value, end of period	$	14.24		$	13.50		$	14.80		$	20.08		$	12.74		$	12.80
Total Return(e)
Based on net asset value		5.48	%(f)		(6.70	)%		(17.74	)%		60.90	%		(0.33	)%		(7.83	)%
Ratios to Average Net Assets(g)
Total expenses		1.72	%(h)		1.69	%		1.64	%		1.70	%		1.71	%		1.81	%
Total expenses after fees waived and/or reimbursed		1.50	%(h)		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%
Net investment income (loss)		0.25	%(h)		(0.07	)%		(0.30	)%		(0.32	)%		0.01	%		(0.06	)%
Supplemental Data
Net assets, end of period (000)	$	9,382		$	9,276		$	10,969		$	12,880		$	4,955		$	4,363
Portfolio turnover rate		38	%		93	%		81	%		63	%		101	%		100	%

^(a)  Based on average shares outstanding.

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

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

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

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

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

66 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Small Cap Core Fund (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Year Ended 05/31/20			Year Ended 05/31/19
Net asset value, beginning of period	$	14.07		$	15.36		$	20.73		$	13.10		$	13.13		$	14.81
Net investment income(a)		0.10			0.14			0.13			0.13			0.14			0.14
Net realized and unrealized gain (loss)		0.74			(1.02	)		(3.27	)		7.97			(0.03	)		(1.15	)
Net increase (decrease) from investment operations		0.84			(0.88	)		(3.14	)		8.10			0.11			(1.01	)
Distributions(b)
From net investment income		(0.04	)		(0.12	)		(0.15	)		(0.11	)		(0.14	)		(0.11	)
From net realized gain		—			(0.29	)		(2.08	)		(0.36	)		(0.00	)(c)		(0.56	)
Total distributions		(0.04	)		(0.41	)		(2.23	)		(0.47	)		(0.14	)		(0.67	)
Net asset value, end of period	$	14.87		$	14.07		$	15.36		$	20.73		$	13.10		$	13.13
Total Return(d)
Based on net asset value		5.98	%(e)		(5.70	)%		(16.84	)%		62.63	%		0.73	%		(6.93	)%
Ratios to Average Net Assets(f)
Total expenses		0.52	%(g)		0.51	%		0.51	%		0.52	%		0.56	%		0.61	%
Total expenses after fees waived and/or reimbursed		0.45	%(g)		0.45	%		0.45	%		0.45	%		0.45	%		0.45	%
Net investment income		1.30	%(g)		0.97	%		0.73	%		0.71	%		0.99	%		1.00	%
Supplemental Data
Net assets, end of period (000)	$	952,526		$	964,449		$	967,682		$	920,752		$	188,885		$	56,316
Portfolio turnover rate		38	%		93	%		81	%		63	%		101	%		100	%

^(a)  Based on average shares outstanding.

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

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 67

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Core Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Period from 10/01/21 to 05/31/22			Year Ended 09/30/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	17.36		$	18.39		$	23.32		$	18.78		$	16.87		$	18.18		$	21.42
Net investment income(a)		0.10			0.20			0.13			0.19			0.22			0.25			0.25
Net realized and unrealized gain (loss)		1.87			(0.18	)		(0.87	)		5.31			2.41			(0.13	)		2.71
Net increase (decrease) from investment operations		1.97			0.02			(0.74	)		5.50			2.63			0.12			2.96
Distributions(b)
From net investment income		(0.07	)		(0.20	)		(0.19	)		(0.22	)		(0.29	)		(0.20	)		(0.23	)
From net realized gain		—			(0.85	)		(4.00	)		(0.74	)		(0.43	)		(1.23	)		(5.97	)
Total distributions		(0.07	)		(1.05	)		(4.19	)		(0.96	)		(0.72	)		(1.43	)		(6.20	)
Net asset value, end of period	$	19.26		$	17.36		$	18.39		$	23.32		$	18.78		$	16.87		$	18.18
Total Return(c)
Based on net asset value		11.37	%(d)		0.63	%		(5.20	)%(d)		30.31	%		15.96	%		1.41	%		17.36	%
Ratios to Average Net Assets(e)
Total expenses		0.64	%(f)		0.63	%		0.61	%(f)(g)		0.68	%(h)		0.84	%(i)		0.82	%(i)		0.79	%(h)
Total expenses after fees waived and/or reimbursed		0.48	%(f)		0.48	%		0.48	%(f)(g)		0.48	%(h)		0.48	%(i)		0.47	%(i)		0.48	%(h)
Net investment income		1.06	%(f)		1.17	%		0.92	%(f)(g)		0.87	%(h)		1.29	%(i)		1.54	%(i)		1.44	%(h)
Supplemental Data
Net assets, end of period (000)	$	1,328,441		$	1,479,014		$	1,547,621		$	1,721,850		$	1,399,612		$	1,325,232		$	1,197,729
Portfolio turnover rate(j)		55	%		105	%		73	%		111	%		99	%		151	%		148	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From October 1, 2021 through April 25, 2022, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to April 25, 2022.

See notes to financial statements.

68 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Core Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Period from 10/01/21 to 05/31/22			Year Ended 09/30/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	16.40		$	17.44		$	22.30		$	18.00		$	16.20		$	17.52		$	20.84
Net investment income(a)		0.07			0.15			0.09			0.13			0.17			0.20			0.20
Net realized and unrealized gain (loss)		1.78			(0.19	)		(0.82	)		5.08			2.31			(0.12	)		2.63
Net increase (decrease) from investment operations		1.85			(0.04	)		(0.73	)		5.21			2.48			0.08			2.83
Distributions(b)
From net investment income		(0.06	)		(0.15	)		(0.13	)		(0.17	)		(0.25	)		(0.17	)		(0.18	)
From net realized gain		—			(0.85	)		(4.00	)		(0.74	)		(0.43	)		(1.23	)		(5.97	)
Total distributions		(0.06	)		(1.00	)		(4.13	)		(0.91	)		(0.68	)		(1.40	)		(6.15	)
Net asset value, end of period	$	18.19		$	16.40		$	17.44		$	22.30		$	18.00		$	16.20		$	17.52
Total Return(c)
Based on net asset value		11.26	%(d)		0.34	%		(5.37	)%(d)		30.01	%		15.66	%		1.18	%		17.10	%
Ratios to Average Net Assets(e)
Total expenses		0.90	%(f)		0.90	%		0.86	%(f)(g)		0.93	%(h)		1.09	%(i)		1.10	%(i)		1.14	%(h)
Total expenses after fees waived and/or reimbursed		0.73	%(f)		0.73	%		0.73	%(f)(g)		0.73	%(h)		0.73	%(i)		0.73	%(i)		0.73	%(h)
Net investment income		0.83	%(f)		0.92	%		0.67	%(f)(g)		0.62	%(h)		1.04	%(i)		1.30	%(i)		1.19	%(h)
Supplemental Data
Net assets, end of period (000)	$	1,374,382		$	1,271,384		$	1,382,899		$	1,519,185		$	1,325,195		$	1,202,715		$	929,540
Portfolio turnover rate(j)		55	%		105	%		73	%		111	%		99	%		151	%		148	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From October 1, 2021 through April 25, 2022, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to April 25, 2022.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 69

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Core Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Period from 10/01/21 to 05/31/22			Year Ended 09/30/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	13.01		$	14.06		$	18.68		$	15.14		$	13.72		$	15.03		$	18.61
Net investment income (loss)(a)		0.01			0.02			(0.01	)		(0.02	)		0.04			0.07			0.06
Net realized and unrealized gain (loss)		1.40			(0.16	)		(0.61	)		4.28			1.95			(0.12	)		2.29
Net increase (decrease) from investment operations		1.41			(0.14	)		(0.62	)		4.26			1.99			(0.05	)		2.35
Distributions(b)
From net investment income		(0.02	)		(0.06	)		(0.00	)(c)		—			(0.14	)		(0.03	)		—
From net realized gain		—			(0.85	)		(4.00	)		(0.72	)		(0.43	)		(1.23	)		(5.93	)
Total distributions		(0.02	)		(0.91	)		(4.00	)		(0.72	)		(0.57	)		(1.26	)		(5.93	)
Net asset value, end of period	$	14.40		$	13.01		$	14.06		$	18.68		$	15.14		$	13.72		$	15.03
Total Return(d)
Based on net asset value		10.84	%(e)		(0.42	)%		(5.81	)%(e)		29.03	%		14.80	%		0.37	%		16.24	%
Ratios to Average Net Assets(f)
Total expenses		1.72	%(g)		1.72	%		1.69	%(g)(h)		1.69	%(i)		1.87	%(j)		1.89	%(j)		1.92	%(i)
Total expenses after fees waived and/or reimbursed		1.48	%(g)		1.48	%		1.48	%(g)(h)		1.48	%(i)		1.48	%(j)		1.48	%(j)		1.48	%(i)
Net investment income (loss)		0.08	%(g)		0.17	%		(0.08	)%(g)(h)		(0.13	)%(i)		0.32	%(j)		0.52	%(j)		0.44	%(i)
Supplemental Data
Net assets, end of period (000)	$	40,382		$	31,813		$	38,506		$	42,561		$	31,921		$	95,571		$	159,351
Portfolio turnover rate(k)		55	%		105	%		73	%		111	%		99	%		151	%		148	%

^(a)  Based on average shares outstanding.

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

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  From October 1, 2021 through April 25, 2022, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(k)  Portfolio turnover rate includes transactions from the Master Portfolio prior to April 25, 2022.

See notes to financial statements.

70 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Core Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Period from 10/01/21 to 05/31/22			Year Ended 09/30/21			Year Ended 09/30/20			Year Ended 09/30/19			Period from 01/25/18 to 09/30/18	(a)
Net asset value, beginning of period	$	17.36		$	18.40		$	23.34		$	18.79		$	16.88		$	18.19		$	17.48
Net investment income(b)		0.10			0.21			0.13			0.20			0.22			0.31			0.18
Net realized and unrealized gain (loss)		1.89			(0.19	)		(0.87	)		5.32			2.42			(0.18	)		0.53
Net increase (decrease) from investment operations		1.99			0.02			(0.74	)		5.52			2.64			0.13			0.71
Distributions(c)
From net investment income		(0.08	)		(0.21	)		(0.20	)		(0.23	)		(0.30	)		(0.21	)		—
From net realized gain		—			(0.85	)		(4.00	)		(0.74	)		(0.43	)		(1.23	)		—
Total distributions		(0.08	)		(1.06	)		(4.20	)		(0.97	)		(0.73	)		(1.44	)		—
Net asset value, end of period	$	19.27		$	17.36		$	18.40		$	23.34		$	18.79		$	16.88		$	18.19
Total Return(d)
Based on net asset value		11.45	%(e)		0.63	%		(5.18	)%(e)		30.42	%		16.01	%		1.45	%		4.06	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.53	%(g)		0.54	%		0.51	%(g)(h)		0.55	%(i)		0.70	%(j)		0.72	%(j)		0.72	%(g)(i)
Total expenses after fees waived and/or reimbursed		0.43	%(g)		0.43	%		0.43	%(g)(h)		0.43	%(i)		0.43	%(j)		0.43	%(j)		0.43	%(g)(i)
Net investment income		1.13	%(g)		1.22	%		0.98	%(g)(h)		0.91	%(i)		1.30	%(j)		1.87	%(j)		1.55	%(g)(i)
Supplemental Data
Net assets, end of period (000)	$	30,697		$	31,568		$	61,965		$	56,736		$	34,078		$	3,079		$	2,458
Portfolio turnover rate(k)		55	%		105	%		73	%		111	%		99	%		151	%		148	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  From October 1, 2021 through April 25, 2022, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(k)  Portfolio turnover rate includes transactions from the Master Portfolio prior to April 25, 2022.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 71

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Core Fund (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Period from 10/01/21 to 05/31/22			Year Ended 09/30/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	14.80		$	15.84		$	20.60		$	16.66		$	15.03		$	16.38		$	19.85
Net investment income(a)		0.05			0.10			0.05			0.07			0.13			0.15			0.15
Net realized and unrealized gain (loss)		1.58			(0.17	)		(0.72	)		4.70			2.13			(0.13	)		2.47
Net increase (decrease) from investment operations		1.63			(0.07	)		(0.67	)		4.77			2.26			0.02			2.62
Distributions(b)
From net investment income		(0.04	)		(0.12	)		(0.09	)		(0.09	)		(0.20	)		(0.14	)		(0.12	)
From net realized gain		—			(0.85	)		(4.00	)		(0.74	)		(0.43	)		(1.23	)		(5.97	)
Total distributions		(0.04	)		(0.97	)		(4.09	)		(0.83	)		(0.63	)		(1.37	)		(6.09	)
Net asset value, end of period	$	16.39		$	14.80		$	15.84		$	20.60		$	16.66		$	15.03		$	16.38
Total Return(c)
Based on net asset value		11.05	%(d)		0.14	%		(5.55	)%(d)		29.67	%		15.38	%		0.88	%		16.83	%
Ratios to Average Net Assets(e)
Total expenses		1.22	%(f)		1.24	%		1.23	%(f)(g)		1.26	%(h)		1.37	%(i)		1.32	%(i)		1.38	%(h)
Total expenses after fees waived and/or reimbursed		0.98	%(f)		0.98	%		0.98	%(f)(g)		0.98	%(h)		0.98	%(i)		0.98	%(i)		0.98	%(h)
Net investment income		0.58	%(f)		0.68	%		0.42	%(f)(g)		0.37	%(h)		0.83	%(i)		1.04	%(i)		0.94	%(h)
Supplemental Data
Net assets, end of period (000)	$	13,493		$	11,479		$	13,967		$	14,399		$	12,416		$	27,003		$	41,488
Portfolio turnover rate(j)		55	%		105	%		73	%		111	%		99	%		151	%		148	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From October 1, 2021 through April 25, 2022, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to April 25, 2022.

See notes to financial statements.

72 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Value Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	26.63		$	29.79		$	35.07		$	24.74		$	28.08		$	30.89		$	28.32
Net investment income(a)		0.27			0.47			0.45			0.46			0.39			0.57			0.55
Net realized and unrealized gain (loss)		2.35			(2.02	)		(0.21	)		10.36			(2.60	)		(0.26	)		2.57
Net increase (decrease) from investment operations		2.62			(1.55	)		0.24			10.82			(2.21	)		0.31			3.12
Distributions(b)
From net investment income		(0.18	)		(0.47	)		(0.47	)		(0.49	)		(0.58	)		(0.59	)		(0.43	)
From net realized gain		—			(1.14	)		(5.05	)		—			(0.55	)		(2.53	)		(0.12	)
Total distributions		(0.18	)		(1.61	)		(5.52	)		(0.49	)		(1.13	)		(3.12	)		(0.55	)
Net asset value, end of period	$	29.07		$	26.63		$	29.79		$	35.07		$	24.74		$	28.08		$	30.89
Total Return(c)
Based on net asset value		9.83	%(d)		(4.97	)%		0.63	%		44.37	%		(8.36	)%(d)		1.80	%		11.16	%
Ratios to Average Net Assets(e)
Total expenses		0.72	%(f)		0.70	%		0.70	%		0.84	%(g)		0.89	%(f)(h)		0.87	%(h)		0.92	%(i)
Total expenses after fees waived and/or reimbursed		0.54	%(f)		0.54	%		0.54	%		0.54	%(g)		0.54	%(f)(h)		0.54	%(h)		0.54	%(i)
Net investment income		1.89	%(f)		1.72	%		1.41	%		1.58	%(g)		2.20	%(f)(h)		2.09	%(h)		1.87	%(i)
Supplemental Data
Net assets, end of period (000)	$	167,486		$	164,434		$	186,903		$	194,452		$	146,365		$	192,744		$	169,089
Portfolio turnover rate		60	%		116	%		136	%		126	%(j)		70	%		161	%		143	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From June 1, 2020 through February 28, 2021, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.03%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.05% and 0.03% for the period October 1, 2019 to May 31, 2020 and September 30, 2019, respectively.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to March 1, 2021.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 73

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Value Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	25.86		$	28.98		$	34.26		$	24.18		$	27.45		$	30.26		$	27.76
Net investment income(a)		0.23			0.39			0.36			0.38			0.34			0.49			0.47
Net realized and unrealized gain (loss)		2.28			(1.97	)		(0.20	)		10.13			(2.55	)		(0.25	)		2.51
Net increase (decrease) from investment operations		2.51			(1.58	)		0.16			10.51			(2.21	)		0.24			2.98
Distributions(b)
From net investment income		(0.15	)		(0.40	)		(0.39	)		(0.43	)		(0.51	)		(0.52	)		(0.36	)
From net realized gain		—			(1.14	)		(5.05	)		—			(0.55	)		(2.53	)		(0.12	)
Total distributions		(0.15	)		(1.54	)		(5.44	)		(0.43	)		(1.06	)		(3.05	)		(0.48	)
Net asset value, end of period	$	28.22		$	25.86		$	28.98		$	34.26		$	24.18		$	27.45		$	30.26
Total Return(c)
Based on net asset value		9.71	%(d)		(5.22	)%		0.40	%		44.01	%		(8.53	)%(d)		1.56	%		10.86	%
Ratios to Average Net Assets(e)
Total expenses		0.98	%(f)		0.97	%		0.97	%		1.10	%(g)		1.15	%(f)(h)		1.14	%(h)		1.20	%(i)
Total expenses after fees waived and/or reimbursed		0.79	%(f)		0.79	%		0.79	%		0.79	%(g)		0.79	%(f)(h)		0.79	%(h)		0.79	%(i)
Net investment income		1.65	%(f)		1.47	%		1.16	%		1.33	%(g)		1.95	%(f)(h)		1.84	%(h)		1.61	%(i)
Supplemental Data
Net assets, end of period (000)	$	360,529		$	345,671		$	394,334		$	405,607		$	280,449		$	336,565		$	337,798
Portfolio turnover rate		60	%		116	%		136	%		126	%(j)		70	%		161	%		143	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From June 1, 2020 through February 28, 2021, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.03%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.05% and 0.03% for the period October 1, 2019 to May 31, 2020 and September 30, 2019, respectively.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to March 1, 2021.

See notes to financial statements.

74 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Value Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	23.43		$	26.40		$	31.69		$	22.31		$	25.32		$	28.06		$	25.71
Net investment income(a)		0.11			0.17			0.12			0.16			0.19			0.27			0.23
Net realized and unrealized gain (loss)		2.06			(1.78	)		(0.19	)		9.37			(2.36	)		(0.24	)		2.33
Net increase (decrease) from investment operations		2.17			(1.61	)		(0.07	)		9.53			(2.17	)		0.03			2.56
Distributions(b)
From net investment income		(0.07	)		(0.22	)		(0.17	)		(0.15	)		(0.29	)		(0.24	)		(0.09	)
From net realized gain		—			(1.14	)		(5.05	)		—			(0.55	)		(2.53	)		(0.12	)
Total distributions		(0.07	)		(1.36	)		(5.22	)		(0.15	)		(0.84	)		(2.77	)		(0.21	)
Net asset value, end of period	$	25.53		$	23.43		$	26.40		$	31.69		$	22.31		$	25.32		$	28.06
Total Return(c)
Based on net asset value		9.26	%(d)		(5.89	)%		(0.38	)%		42.99	%		(9.00	)%(d)		0.79	%		10.03	%
Ratios to Average Net Assets(e)
Total expenses		1.77	%(f)		1.74	%		1.73	%		1.85	%(g)		1.91	%(f)(h)		1.94	%(h)		1.97	%(i)
Total expenses after fees waived and/or reimbursed		1.54	%(f)		1.54	%		1.54	%		1.54	%(g)		1.54	%(f)(h)		1.54	%(h)		1.54	%(i)
Net investment income		0.89	%(f)		0.72	%		0.41	%		0.63	%(g)		1.20	%(f)(h)		1.08	%(h)		0.87	%(i)
Supplemental Data
Net assets, end of period (000)	$	14,510		$	14,894		$	18,099		$	20,880		$	43,395		$	63,659		$	94,919
Portfolio turnover rate		60	%		116	%		136	%		126	%(j)		70	%		161	%		143	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From June 1, 2020 through February 28, 2021, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.03%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.05% and 0.03% for the period October 1, 2019 to May 31, 2020 and September 30, 2019, respectively.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to March 1, 2021.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 75

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Value Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Period from 01/25/18 to 09/30/18	(a)
Net asset value, beginning of period	$	26.64		$	29.80		$	35.08		$	24.74		$	28.09		$	30.90		$	30.90
Net investment income(b)		0.28			0.48			0.47			0.47			0.40			0.58			0.39
Net realized and unrealized gain (loss)		2.34			(2.01	)		(0.22	)		10.38			(2.60	)		(0.26	)		(0.39	)
Net increase (decrease) from investment operations		2.62			(1.53	)		0.25			10.85			(2.20	)		0.32			—
Distributions(c)
From net investment income		(0.18	)		(0.49	)		(0.48	)		(0.51	)		(0.60	)		(0.60	)		—
From net realized gain		—			(1.14	)		(5.05	)		—			(0.55	)		(2.53	)		—
Total distributions		(0.18	)		(1.63	)		(5.53	)		(0.51	)		(1.15	)		(3.13	)		—
Net asset value, end of period	$	29.08		$	26.64		$	29.80		$	35.08		$	24.74		$	28.09		$	30.90
Total Return(d)
Based on net asset value		9.85	%(e)		(4.91	)%		0.69	%		44.48	%		(8.35	)%(e)		1.85	%		0.00	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.63	%(g)		0.63	%		0.63	%		0.74	%(h)		0.80	%(g)(i)		0.79	%(i)		0.83	%(g)(j)
Total expenses after fees waived and/or reimbursed		0.49	%(g)		0.49	%		0.49	%		0.49	%(h)		0.49	%(g)(i)		0.49	%(i)		0.49	%(g)(j)
Net investment income		1.96	%(g)		1.77	%		1.47	%		1.62	%(h)		2.24	%(g)(i)		2.14	%(i)		1.88	%(g)(j)
Supplemental Data
Net assets, end of period (000)	$	14,542		$	10,451		$	10,210		$	8,258		$	4,971		$	5,699		$	5,459
Portfolio turnover rate		60	%		116	%		136	%		126	%(k)		70	%		161	%		143	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  From June 1, 2020 through February 28, 2021, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.03%.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.05% and 0.03% for the period October 1, 2019 to May 31, 2020 and September 30, 2019, respectively.

^(j)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(k)  Portfolio turnover rate includes transactions from the Master Portfolio prior to March 1, 2021.

See notes to financial statements.

76 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Advantage Large Cap Value Fund (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	24.52		$	27.56		$	32.84		$	23.18		$	26.29		$	29.10		$	26.70
Net investment income(a)		0.18			0.31			0.27			0.29			0.28			0.41			0.38
Net realized and unrealized gain (loss)		2.16			(1.87	)		(0.19	)		9.71			(2.43	)		(0.26	)		2.42
Net increase (decrease) from investment operations		2.34			(1.56	)		0.08			10.00			(2.15	)		0.15			2.80
Distributions(b)
From net investment income		(0.12	)		(0.34	)		(0.31	)		(0.34	)		(0.41	)		(0.43	)		(0.28	)
From net realized gain		—			(1.14	)		(5.05	)		—			(0.55	)		(2.53	)		(0.12	)
Total distributions		(0.12	)		(1.48	)		(5.36	)		(0.34	)		(0.96	)		(2.96	)		(0.40	)
Net asset value, end of period	$	26.74		$	24.52		$	27.56		$	32.84		$	23.18		$	26.29		$	29.10
Total Return(c)
Based on net asset value		9.55	%(d)		(5.43	)%		0.14	%		43.63	%		(8.65	)%(d)		1.29	%		10.60	%
Ratios to Average Net Assets(e)
Total expenses		1.35	%(f)		1.36	%		1.35	%		1.41	%(g)		1.43	%(f)(h)		1.44	%(h)		1.47	%(i)
Total expenses after fees waived and/or reimbursed		1.04	%(f)		1.04	%		1.04	%		1.04	%(g)		1.04	%(f)(h)		1.04	%(h)		1.04	%(i)
Net investment income		1.40	%(f)		1.22	%		0.91	%		1.11	%(g)		1.69	%(f)(h)		1.59	%(h)		1.37	%(i)
Supplemental Data
Net assets, end of period (000)	$	6,919		$	6,925		$	8,440		$	9,015		$	10,820		$	18,321		$	29,497
Portfolio turnover rate		60	%		116	%		136	%		126	%(j)		70	%		161	%		143	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  From June 1, 2020 through February 28, 2021, the Fund invested in the Master Portfolio as part of a master-feeder structure and received its corresponding allocated fees waived and expenses and/or net investment income from the Master Portfolio. Includes the Fund’s share of the Master Portfolio��s allocated fees waived of 0.03%.

^(h)  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of 0.05% and 0.03% for the period October 1, 2019 to May 31, 2020 and September 30, 2019, respectively.

⁽ⁱ⁾  Includes the Fund’s share of the Master Portfolio’s allocated expenses and/or net investment income. Includes the Fund’s share of the Master Portfolio’s allocated fees waived of less than 0.01%.

^(j)  Portfolio turnover rate includes transactions from the Master Portfolio prior to March 1, 2021.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 77

Notes to Financial Statements (unaudited)

1. ORGANIZATION

BlackRock Funds^SM (the “Trust”) and BlackRock Large Cap Series Funds, Inc. (the “Corporation”) are each registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Trust is organized as a Massachusetts business trust. The Corporation is organized as a Maryland corporation. BlackRock Advantage International Fund, BlackRock Advantage Large Cap Growth Fund and BlackRock Small Cap Core Fund are series of the Trust. BlackRock Advantage Large Cap Core Fund and BlackRock Advantage Large Cap Value Fund are series of the Corporation. The following are referred to herein collectively as the “Funds” or individually as a “Fund”:

Fund Name	Herein Referred To As	Diversification Classification
BlackRock Advantage International Fund	Advantage International	Diversified
BlackRock Advantage Large Cap Growth Fund	Advantage Large Cap Growth	Diversified
BlackRock Advantage Small Cap Core Fund	Advantage Small Cap Core	Diversified
BlackRock Advantage Large Cap Core Fund	Advantage Large Cap Core	Diversified
BlackRock Advantage Large Cap Value Fund	Advantage Large Cap Value	Diversified

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional and Class K Shares are sold only to certain eligible investors. Investor A, Investor C and Class R Shares bear certain expenses related to shareholder servicing of such shares, and Investor C and Class R Shares also bear certain expenses related to the distribution of such shares. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are sold only to certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (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, Class K and Class R Shares	No		No		None
Investor A Shares	Yes		No	(a)	None
Investor C Shares	No		Yes	(b)	To Investor A Shares after approximately 8 years

^(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.

The Board of Directors of the Corporation and the Board of Trustees of the Trust are collectively referred to throughout this report as the “Board”, and the directors/trustees thereof are collectively referred to throughout this report as “Directors”.

The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2. SIGNIFICANT ACCOUNTING POLICIES

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

Investment Transactions and Income Recognition: For 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 dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Funds are informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. 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 Currency Translation: Each 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.

Each 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 Statements 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. Each 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.

78 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

Foreign Taxes: The Funds 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 each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements 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 November 30, 2023, if any, are disclosed in the Statements of Assets and Liabilities.

The Funds file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. Certain Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statements of Operations include tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Bank Overdraft: Certain Funds had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Funds are obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statements of Operations.

Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

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

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

The Funds have an arrangement with their custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Funds may incur charges on overdrafts, subject to certain conditions.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Funds’ investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Funds are open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a 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 Board of each Fund has approved the designation of the Fund’s Manager as the valuation designee for the Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. 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 the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each 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.

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

• The Funds value their investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon their pro rata ownership in the underlying fund’s net assets.

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

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the New York Stock Exchange (“NYSE”). Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

If events (e.g., 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 application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee, in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee 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 Valuation Committee seeks to determine the price that each 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

NOTES TO FINANCIAL STATEMENTS 79

Notes to Financial Statements (unaudited) (continued)

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

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

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

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

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 each 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); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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 Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies 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.

As of November 30, 2023, certain investments of the Funds were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

Securities Lending: Certain Funds may lend their securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by each Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but do not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedules of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the

80 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Fund’s Schedules of Investments. The market value of any securities on loan and the value of related collateral, if any, are shown separately in the Statements of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Funds’ securities on loan by counterparty which are subject to offset under an MSLA:

Fund Name/Counterparty	Securities Loaned at Value		Cash Collateral Received(a)			Non-Cash Collateral Received, at Fair Value(a)		Net Amount
Advantage International
BofA Securities, Inc.	$	127	$	(127	)	$	—	$	—
Goldman Sachs & Co. LLC		366,627		(366,627	)		—		—
Morgan Stanley		745,137		(745,137	)		—		—
	$	1,111,891	$	(1,111,891	)	$	—	$	—
Advantage Large Cap Growth
J.P. Morgan Securities LLC	$	1,500,600	$	(1,500,600	)	$	—	$	—
Advantage Small Cap Core
Barclays Capital, Inc.	$	765,422	$	(765,422	)	$	—	$	—
BNP Paribas SA		12,846,456		(12,846,456	)		—		—
BofA Securities, Inc.		4,689,628		(4,689,628	)		—		—
Citigroup Global Markets, Inc.		2,662,971		(2,662,971	)		—		—
Credit Suisse Securities (USA) LLC		615,504		(615,504	)		—		—
J.P. Morgan Securities LLC		37,174,483		(37,174,483	)		—		—
Jefferies LLC		1,097,444		(1,097,444	)		—		—
Morgan Stanley		47,246,150		(47,246,150	)		—		—
National Financial Services LLC		3,490,466		(3,490,466	)		—		—
State Street Bank & Trust Co.		378,876		(378,876	)		—		—
TD Prime Services LLC		885,379		(885,379	)		—		—
	$	111,852,779	$	(111,852,779	)	$	—	$	—
Advantage Large Cap Core
Citigroup Global Markets, Inc.	$	11,444,208	$	(11,444,208	)	$	—	$	—
Goldman Sachs & Co. LLC		1,690,969		(1,690,969	)		—		—
J.P. Morgan Securities LLC		6,134,640		(6,134,640	)		—		—
	$	19,269,817	$	(19,269,817	)	$	—	$	—
Advantage Large Cap Value
Goldman Sachs & Co. LLC	$	826,613	$	(826,613	)	$	—	$	—
J.P. Morgan Securities LLC		2,678,583		(2,678,583	)		—		—
Morgan Stanley		337,404		(337,404	)		—		—
	$	3,842,600	$	(3,842,600	)	$	—	$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Funds’ Statements of Assets and Liabilities.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Funds benefit from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. Each Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Funds.

NOTES TO FINANCIAL STATEMENTS 81

Notes to Financial Statements (unaudited) (continued)

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their 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 Schedules of Investments. These contracts may be transacted on an exchange or over-the-counter (“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 Funds 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 Funds are 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 Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the 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 rates, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Trust, on behalf of Advantage International, Advantage Large Cap Growth and Advantage Small Cap Core, and the Corporation, on behalf of Advantage Large Cap Core and Advantage Large Cap Value, entered into an Investment Advisory Agreement with the Manager, the Funds’ 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 each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.

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

	Investment Advisory Fees
Average Daily Net Assets	Advantage International			Advantage Large Cap Growth			Advantage Small Cap Core			Advantage Large Cap Core			Advantage Large Cap Value
First $1 billion		0.45	%		0.57	%		0.45	%		0.45	%		0.49	%
$1 billion - $3 billion		0.42			0.54			0.42			0.42			0.46
$3 billion - $5 billion		0.41			0.51			0.41			0.41			0.44
$5 billion - $10 billion		0.39			0.50			0.39			0.39			0.43
Greater than $10 billion		0.38			0.48			0.38			0.38			0.42

Service and Distribution Fees: The Trust, on behalf of Advantage International, Advantage Large Cap Growth and Advantage Small Cap Core, and the Corporation, on behalf of Advantage Large Cap Core and Advantage Large Cap Value, 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, each Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

	Advantage International						Advantage Large Cap Growth						Advantage Small Cap Core
Share Class	Service Fees			Distribution Fees			Service Fees			Distribution Fees			Service Fees			Distribution Fees
Investor A		0.25	%		N/A			0.25	%		N/A			0.25	%		N/A
Investor C		0.25			0.75	%		0.25			0.75	%		0.25	%		0.75	%
Class R		0.25			0.25			0.25			0.25			N/A			N/A

	Advantage Large Cap Core						Advantage Large Cap Value
Share Class	Service Fees			Distribution Fees			Service Fees			Distribution Fees
Investor A		0.25	%		N/A			0.25	%		N/A
Investor C		0.25			0.75	%		0.25			0.75	%
Class R		0.25			0.25			0.25			0.25

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

82 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

For the six months ended November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of each Fund:

Fund Name	Investor A		Investor C		Class R		Total
Advantage International	$	288,487	$	29,816	$	54,544	$	372,847
Advantage Large Cap Growth		581,245		75,774		1,582		658,601
Advantage Small Cap Core		418,958		48,101		—		467,059
Advantage Large Cap Core		1,669,256		176,457		32,262		1,877,975
Advantage Large Cap Value		449,121		76,448		17,316		542,885

Administration: The Trust, on behalf of Advantage International, Advantage Large Cap Growth and Advantage Small Cap Core, and the Corporation, on behalf of Advantage Large Cap Core and Advantage Large Cap Value, 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 each Fund. The administration fee, which is shown as administration in the Statements of Operations, is paid at the annual rates below.

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

For the six months ended November 30, 2023, the following table shows the class specific administration fees borne directly by each share class of each Fund:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage International	$	83,333	$	23,040	$	596	$	20,607	$	2,165	$	129,741
Advantage Large Cap Growth		51,114		46,389		1,510		380		63		99,456
Advantage Small Cap Core		214,492		33,453		960		99,286		—		348,191
Advantage Large Cap Core		147,613		133,207		3,520		3,002		1,282		288,624
Advantage Large Cap Value		17,005		35,863		1,526		1,267		692		56,353

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to 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 November 30, 2023, the Funds paid the following amounts to affiliates of BlackRock in return for these services, which are included in transfer agent — class specific in the Statements of Operations:

Fund Name	Institutional		Total
Advantage International	$	368,461	$	368,461
Advantage Large Cap Growth		234,092		234,092
Advantage Small Cap Core		133,599		133,599
Advantage Large Cap Core		639,169		639,169

The Manager maintains a call center that is responsible for providing certain shareholder services to the Funds. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the six months ended November 30, 2023, each Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statements of Operations:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage International	$	3,225	$	5,444	$	132	$	207	$	46	$	9,054
Advantage Large Cap Growth		3,130		43,534		2,000		23		19		48,706
Advantage Small Cap Core		7,109		13,921		593		2,706		—		24,329
Advantage Large Cap Core		24,369		150,856		3,110		82		155		178,572
Advantage Large Cap Value		697		24,799		1,260		46		104		26,906

For the six months ended November 30, 2023, the following table shows the class specific transfer agent fees borne directly by each share class of each Fund:

Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage International	$	638,683	$	117,332	$	4,075	$	1,954	$	21,056	$	783,100
Advantage Large Cap Growth		392,706		191,507		11,870		162		662		596,907
Advantage Small Cap Core		720,327		279,277		9,902		28,259		—		1,037,765
Advantage Large Cap Core		974,174		916,532		36,099		2,966		13,093		1,942,864
Advantage Large Cap Value		83,686		196,535		11,569		661		8,078		300,529

NOTES TO FINANCIAL STATEMENTS 83

Notes to Financial Statements (unaudited) (continued)

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of each Fund’s Investor A Shares as follows:

Fund Name	Amounts
Advantage International	$	2,756
Advantage Large Cap Growth		4,814
Advantage Small Cap Core		5,962
Advantage Large Cap Core		11,729
Advantage Large Cap Value		2,309

For the six months ended November 30, 2023, affiliates received CDSCs as follows:

Share Class	Advantage International		Advantage Large Cap Growth		Advantage Small Cap Core		Advantage Large Cap Core		Advantage Large Cap Value
Investor A	$	326	$	—	$	1,143	$	2,551	$	332
Investor C		49		149		343		542		241

Expense Limitations, Waivers and Reimbursements: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the directors who are not “interested persons” of the Trust or the Corporation, as defined in the 1940 Act (“Independent Directors”), or by a vote of a majority of the outstanding voting securities of a 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. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the six months ended November 30, 2023, the amounts waived were as follows:

Fund Name	Amounts Waived
Advantage International	$	11,130
Advantage Large Cap Growth		3,350
Advantage Small Cap Core		11,825
Advantage Large Cap Core		9,953
Advantage Large Cap Value		1,887

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund. For the six months ended November 30, 2023, there were no fees waived by the Manager pursuant to this arrangement.

With respect to each Fund, the Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of each 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			Class K			Class R
Advantage International		0.50	%		0.75	%		1.50	%		0.45	%		1.00%
Advantage Large Cap Growth		0.62			0.87			1.62			0.57			1.12
Advantage Small Cap Core		0.50			0.75			1.50			0.45			N/A
Advantage Large Cap Core		0.48			0.73			1.48			0.43			0.98
Advantage Large Cap Value		0.54			0.79			1.54			0.49			1.04

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2025 (June 30, 2034 with respect to Advantage Large Cap Growth Class R Shares), unless approved by the Board, including a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund.

For the six months ended November 30, 2023, the Manager waived and/or reimbursed investment advisory fees, which is included in fees waived and/or reimbursed by the Manager in the Statements of Operations, as follows:

Fund Name	Amounts Waived
Advantage International	$	581,734
Advantage Large Cap Growth		393,305
Advantage Small Cap Core		725,301
Advantage Large Cap Core		824,112
Advantage Large Cap Value		302,322

84 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager — class specific, service and distribution fees waived and service distribution fees reimbursed respectively, in the Statements of Operations. For the six months ended November 30, 2023, class specific expense waivers and/or reimbursements were as follows:

	Administration Fees Waived by the Manager - Class Specific
Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage International	$	83,332	$	23,040	$	597	$	20,607	$	2,165		$ 129,741
Advantage Large Cap Growth		51,114		43,579		1,463		380		63		96,599
Advantage Small Cap Core		213,412		33,279		955		98,782		—		346,428
Advantage Large Cap Core		147,613		133,207		3,520		3,002		1,282		288,624
Advantage Large Cap Value		17,005		35,863		1,526		1,267		692		56,353
	Transfer Agent Fees Waived and/or Reimbursed by the Manager - Class Specific
Fund Name	Institutional		Investor A		Investor C		Class K		Class R		Total
Advantage International	$	430,135	$	60,412	$	2,585	$	1,954	$	16,046		$ 511,132
Advantage Large Cap Growth		264,911		79,890		8,099		161		509		353,570
Advantage Small Cap Core		186,536		196,087		7,581		28,127		—		418,331
Advantage Large Cap Core		605,183		588,523		27,715		2,966		10,088		1,234,475
Advantage Large Cap Value		41,187		107,984		7,924		661		6,379		164,135

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Funds are responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, Money Market Series, managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Funds. The Money Market Series may impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. Each Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, each Fund (except Advantage International) retains 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Pursuant to the current securities lending agreement, Advantage International retains 82% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, each Fund (except Advantage International), pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Advantage International, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by each Fund is shown as securities lending income — affiliated — net in the Statements of Operations. For the six months ended November 30, 2023, each Fund paid BIM the following amounts for securities lending agent services:

Fund Name	Amounts
Advantage International	$	2,400
Advantage Large Cap Growth		26,506
Advantage Small Cap Core		98,091
Advantage Large Cap Core		79,123
Advantage Large Cap Value		1,500

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

NOTES TO FINANCIAL STATEMENTS 85

Notes to Financial Statements (unaudited) (continued)

outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the six months ended November 30, 2023, the Funds did not participate in the Interfund Lending Program.

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

Other Transactions: The Funds 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 directors or trustees. For the six months ended November 30, 2023, the purchase and sale transactions and any net realized gains (losses) with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

Fund Name	Purchases		Sales		Net Realized Gain
Advantage International	$	109,815,840	$	110,654,018	$	3,350,225
Advantage Large Cap Growth		122,231,959		111,280,936		5,203,221
Advantage Small Cap Core		17,742,653		46,134,952		4,788,179
Advantage Large Cap Core		120,992,535		137,839,981		1,730,090
Advantage Large Cap Value		29,936,880		37,325,865		3,034,703

7. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term investments, were as follows:

Fund Name	Purchases		Sales
Advantage International	$	951,366,457	$	814,875,394
Advantage Large Cap Growth		643,993,678		674,507,445
Advantage Small Cap Core		1,288,605,463		1,581,652,654
Advantage Large Cap Core		1,562,249,167		1,886,506,081
Advantage Large Cap Value		333,669,888		358,750,756

8. INCOME TAX INFORMATION

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of November 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

As of May 31, 2023, the Funds had non-expiring capital loss carryforwards available to offset future realized capital gains and qualified late-year losses as follows:

Advantage International	Advantage Large Cap Growth	Advantage Small Cap Core	Advantage Large Cap Core	Advantage Large Cap Value
$     90,015,175	$       25,713,241	$      320,410,727	$      84,219,781	$       10,898,011

As of November 30, 2023, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Advantage International	$	1,270,810,033	$	165,982,712	$	(25,737,745	)	$	140,244,967
Advantage Large Cap Growth		653,933,979		407,034,110		(8,834,722	)		398,199,388
Advantage Small Cap Core		3,569,177,370		415,847,457		(533,837,781	)		(117,990,324	)
Advantage Large Cap Core		2,104,717,496		761,513,474		(60,724,309	)		700,789,165
Advantage Large Cap Value		519,188,187		62,122,609		(14,162,511	)		47,960,098

86 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

9. BANK BORROWINGS

The Trust, on behalf of Advantage International, Advantage Large Cap Growth and Advantage Small Cap Core, and the Corporation, on behalf of Advantage Large Cap Core and Advantage Large Cap Value, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 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) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (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 or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2024 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 November 30, 2023, the Funds did not borrow under the credit agreement.

10. PRINCIPAL RISKS

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

The Funds may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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. A Fund may invest in illiquid investments. An illiquid investment is any investment that a 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. A 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 each 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 a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests.

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

Counterparty Credit Risk: The Funds 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 Funds manage 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 Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

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

With exchange-traded futures, there is less counterparty credit risk to the Funds 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, a 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 Funds.

NOTES TO FINANCIAL STATEMENTS 87

Notes to Financial Statements (unaudited) (continued)

Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with each 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 each Fund’s portfolio are disclosed in its Schedule of Investments.

Certain Funds invest a significant portion of their assets in securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.

Certain Funds invest a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Funds invest.

Advantage International invests a significant portion of its assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries as well as acts of war in the region. These events may spread to other countries in Europe and may affect the value and liquidity of certain of the Fund’s investments.

Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. The United Kingdom has withdrawn from the European Union, and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. These events and actions have adversely affected, and may in the future adversely affect, the value and exchange rate of the Euro and may continue to significantly affect the economies of every country in Europe, including countries that do not use the Euro and non-European Union member states. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. In addition, Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions in the region are impossible to predict, but have been, and may continue to be significant and have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors.

Advantage International 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.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Advantage International
Institutional
Shares sold		10,344,910		$	175,017,976			11,508,058		$	175,708,419
Shares issued in reinvestment of distributions		721,796			12,689,180			1,525,765			22,800,749
Shares redeemed		(4,181,149	)		(71,314,769	)		(9,987,110	)		(150,703,357	)
		6,885,557		$	116,392,387			3,046,713		$	47,805,811
Investor A
Shares sold and automatic conversion of shares		848,134		$	14,347,328			1,491,738		$	22,573,584
Shares issued in reinvestment of distributions		180,558			3,136,287			426,965			6,301,933
Shares redeemed		(1,360,004	)		(23,042,358	)		(2,700,529	)		(41,155,670	)
		(331,312	)	$	(5,558,743	)		(781,826	)	$	(12,280,153	)

88 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Advantage International (continued)
Investor C
Shares sold		591,094		$	9,519,740			51,816		$	776,986
Shares issued in reinvestment of distributions		1,886			31,829			4,022			57,985
Shares redeemed and automatic conversion of shares		(35,778	)		(582,020	)		(42,803	)		(646,954	)
		557,202		$	8,969,549			13,035		$	188,017
Class K
Shares sold		1,242,662		$	21,297,186			6,766,930		$	106,688,626
Shares issued in reinvestment of distributions		185,286			3,257,321			259,872			3,878,150
Shares redeemed		(536,605	)		(9,143,187	)		(1,714,155	)		(27,125,496	)
		891,343		$	15,411,320			5,312,647		$	83,441,280
Class R
Shares sold		726,494		$	12,028,496			1,023,690		$	17,224,244
Shares issued in reinvestment of distributions		17,512			304,188			4,989			73,701
Shares redeemed		(170,695	)		(2,859,531	)		(53,022	)		(824,885	)
		573,311		$	9,473,153			975,657		$	16,473,060
		8,576,101		$	144,687,666			8,566,226		$	135,628,015
Advantage Large Cap Growth
Institutional
Shares sold		1,200,638		$	25,123,726			6,868,840		$	118,137,284
Shares issued in reinvestment of distributions		30,127			651,052			84,195			1,481,839
Shares redeemed		(2,635,642	)		(55,553,193	)		(4,676,497	)		(85,552,119	)
		(1,404,877	)	$	(29,778,415	)		2,276,538		$	34,067,004
Investor A
Shares sold		443,044		$	8,780,909			783,596		$	13,193,623
Shares issued in reinvestment of distributions		9,977			202,834			43,075			713,736
Shares redeemed		(1,324,139	)		(26,349,865	)		(2,657,309	)		(44,721,957	)
		(871,118	)	$	(17,366,122	)		(1,830,638	)	$	(30,814,598	)
Investor C
Shares sold		1,152,821		$	17,784,083			63,364		$	871,927
Shares redeemed and automatic conversion of shares		(111,488	)		(1,790,077	)		(214,528	)		(2,877,817	)
		1,041,333		$	15,994,006			(151,164	)	$	(2,005,890	)
Class K
Shares sold		109,386		$	2,274,947			33,825		$	619,234
Shares issued in reinvestment of distributions		226			4,882			331			5,828
Shares redeemed		(22,514	)		(469,999	)		(24,166	)		(435,384	)
		87,098		$	1,809,830			9,990		$	189,678
Class R
Shares sold		5,227		$	107,802			10,387		$	185,989
Shares issued in reinvestment of distributions		—			—			8			147
Shares redeemed		(2,038	)		(42,336	)		(2,056	)		(37,158	)
		3,189		$	65,466			8,339		$	148,978
		(1,144,375	)	$	(29,275,235	)		313,065		$	1,585,172

NOTES TO FINANCIAL STATEMENTS 89

Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Advantage Small Cap Core
Institutional
Shares sold		10,565,736		$	156,504,690			47,919,449		$	701,900,107
Shares issued in reinvestment of distributions		370,782			5,876,893			4,704,458			65,751,152
Shares redeemed		(26,651,881	)		(396,101,764	)		(62,510,640	)		(917,764,827	)
		(15,715,363	)	$	(233,720,181	)		(9,886,733	)	$	(150,113,568	)
Investor A
Shares sold and automatic conversion of shares		1,963,797		$	29,150,406			3,601,657		$	52,810,767
Shares issued in reinvestment of distributions		36,256			571,034			605,080			8,387,411
Shares redeemed		(2,229,150	)		(32,820,035	)		(5,120,440	)		(74,615,130	)
		(229,097	)	$	(3,098,595	)		(913,703	)	$	(13,416,952	)
Investor C
Shares sold		71,836		$	1,005,482			125,566		$	1,786,554
Shares issued in reinvestment of distributions		—			—			16,415			218,327
Shares redeemed and automatic conversion of shares		(99,868	)		(1,416,478	)		(196,132	)		(2,747,776	)
		(28,032	)	$	(410,996	)		(54,151	)	$	(742,895	)
Class K
Shares sold		4,062,310		$	60,904,116			19,864,648		$	291,931,230
Shares issued in reinvestment of distributions		187,474			2,973,342			1,873,351			26,253,904
Shares redeemed		(8,750,229	)		(130,291,894	)		(16,189,057	)		(238,415,011	)
		(4,500,445	)	$	(66,414,436	)		5,548,942		$	79,770,123
		(20,472,937	)	$	(303,644,208	)		(5,305,645	)	$	(84,503,292	)
Advantage Large Cap Core
Institutional
Shares sold		1,733,512		$	31,931,994			7,232,763		$	117,472,203
Shares issued in reinvestment of distributions		297,302			5,636,850			5,176,989			82,730,713
Shares redeemed		(18,261,497	)		(330,483,436	)		(11,342,719	)		(183,436,037	)
		(16,230,683	)	$	(292,914,592	)		1,067,033		$	16,766,879
Investor A
Shares sold and automatic conversion of shares		2,124,620		$	36,992,551			4,614,359		$	72,748,020
Shares issued in reinvestment of distributions		226,419			4,057,431			4,932,185			74,491,359
Shares redeemed		(4,300,939	)		(74,856,158	)		(11,328,154	)		(178,943,679	)
		(1,949,900	)	$	(33,806,176	)		(1,781,610	)	$	(31,704,300	)
Investor C
Shares sold		739,702		$	10,067,550			492,228		$	6,204,724
Shares issued in reinvestment of distributions		3,283			46,720			196,124			2,351,728
Shares redeemed and automatic conversion of shares		(383,562	)		(5,338,075	)		(982,251	)		(12,432,749	)
		359,423		$	4,776,195			(293,899	)	$	(3,876,297	)
Class K
Shares sold		247,561		$	4,551,187			645,071		$	10,729,466
Shares issued in reinvestment of distributions		6,279			119,106			120,270			1,924,102
Shares redeemed		(478,539	)		(8,868,893	)		(2,315,017	)		(41,205,381	)
		(224,699	)	$	(4,198,600	)		(1,549,676	)	$	(28,551,813	)

90 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23								Year Ended 05/31/23
Fund Name/Share Class	Shares				Amount				Shares				Amount
Advantage Large Cap Core (continued)
Class R
Shares sold		78,197			$	1,215,065				81,548			$	1,163,716
Shares issued in reinvestment of distributions		2,238				36,181				62,298				849,067
Shares redeemed		(33,188	)			(523,160	)			(249,611	)			(3,561,642	)
		47,247			$	728,086				(105,765	)		$	(1,548,859	)
		(17,998,612	)		$	(325,415,087	)			(2,663,917	)		$	(48,914,390	)
Advantage Large Cap Value
Institutional
Shares sold		355,174			$	10,001,797				881,237			$	24,019,416
Shares issued in reinvestment of distributions		33,148				966,923				344,992				8,902,293
Shares redeemed		(801,067	)			(22,272,843	)			(1,325,202	)			(36,046,939	)
		(412,745	)		$	(11,304,123	)			(98,973	)		$	(3,125,230	)
Investor A
Shares sold and automatic conversion of shares		248,376			$	6,821,959				1,375,001			$	36,028,089
Shares issued in reinvestment of distributions		62,832				1,780,650				759,779				19,035,751
Shares redeemed		(900,326	)			(24,735,994	)			(2,376,037	)			(62,562,160	)
		(589,118	)		$	(16,133,385	)			(241,257	)		$	(7,498,320	)
Investor C
Shares sold		28,233			$	701,954				135,087			$	3,243,871
Shares issued in reinvestment of distributions		1,721				44,248				38,671				875,749
Shares redeemed and automatic conversion of shares		(97,343	)			(2,428,018	)			(223,496	)			(5,340,361	)
		(67,389	)		$	(1,681,816	)			(49,738	)		$	(1,220,741	)
Class K
Shares sold		149,259			$	4,215,393				128,817			$	3,493,709
Shares issued in reinvestment of distributions		2,776				80,975				22,234				574,235
Shares redeemed		(44,256	)			(1,242,978	)			(101,295	)			(2,693,778	)
		107,779			$	3,053,390				49,756			$	1,374,166
Class R
Shares sold		10,727			$	278,039				46,745			$	1,166,823
Shares issued in reinvestment of distributions		1,197				32,173				19,382				459,713
Shares redeemed		(35,616	)			(931,563	)			(89,884	)			(2,236,145	)
		(23,692	)		$	(621,351	)			(23,757	)		$	(609,609	)
		(985,165	)		$	(26,687,285	)			(363,969	)		$	(11,079,734	)

As of November 30, 2023, shares owned by BlackRock Financial Management, Inc., an affiliate of the Funds, were as follows:

Share Class	Advantage Large Cap Growth
Class K		12,217

12. FOREIGN WITHHOLDINGS TAX CLAIMS

The Internal Revenue Service (“IRS”) has issued guidance to address U.S. income tax liabilities attributable to fund shareholders resulting from the recovery of foreign taxes withheld in prior calendar years. These withheld foreign taxes were passed through to shareholders in the form of foreign tax credits in the year the taxes were withheld. Assuming there are sufficient foreign taxes paid which Advantage International is able to pass through to shareholders as a foreign tax credit in the current year, the Fund will be able to offset the prior years’ withholding taxes recovered against the foreign taxes paid in the current year. Accordingly, no federal income tax liability is recorded by the Fund.

NOTES TO FINANCIAL STATEMENTS 91

Notes to Financial Statements (unaudited) (continued)

13. SUBSEQUENT EVENTS

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

92 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds^SM (the “Trust”) and BlackRock Large Cap Series Funds, Inc. (the “Corporation”) have adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Advantage International Fund, BlackRock Advantage Large Cap Growth Fund, BlackRock Advantage Small Cap Core Fund, BlackRock Advantage Large Cap Core Fund and BlackRock Advantage Large Cap Value Fund (the “Funds”), which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees of the Trust and the Board of Directors of the Corporation (together, the “Board”), on behalf of the Funds, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for each Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of each Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing each Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether each Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to each Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the funds, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM 93

Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Funds.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) 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.

94 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Additional Information (continued)

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

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

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

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

Fund and Service Providers

Investment Adviser and Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC	Deloitte & Touche LLP
Wilmington, DE 19809	Boston, MA 02116
Accounting Agent and Transfer Agent	Distributor
BNY Mellon Investment Servicing (US) Inc.	BlackRock Investments, LLC
Wilmington, DE 19809	New York, NY 10001
Custodian	Legal Counsel
The Bank of New York Mellon	Sidley Austin LLP
New York, NY 10286	New York, NY 10019
	Address of the Trust and the Corporation
	100 Bellevue Parkway
	Wilmington, DE 19809

ADDITIONAL INFORMATION 95

Glossary of Terms Used in this Report

Portfolio Abbreviation
ADR	American Depositary Receipt
NVS	Non-Voting Shares
REIT	Real Estate Investment Trust
S&P	Standard & Poor’s

96 2 0 2 3  BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

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

SC2-11/23-SAR

NOVEMBER 30, 2023

2023 Semi-Annual Report

(Unaudited)

   

BlackRock Funds^SM

· BlackRock Energy Opportunities Fund

· BlackRock High Equity Income Fund

· BlackRock International Dividend Fund

 

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	10.17%	13.84%
U.S. small cap equities (Russell 2000® Index)	4.24	(2.57)
International equities (MSCI Europe, Australasia, Far East Index)	5.12	12.36
Emerging market equities (MSCI Emerging Markets Index)	4.60	4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	2.69	4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(3.98)	(2.27)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(0.80)	1.18
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	2.29	4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	5.52	8.69
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		11
Disclosure of Expenses		11
Financial Statements:
Schedules of Investments		12
Statements of Assets and Liabilities		22
Statements of Operations		24
Statements of Changes in Net Assets		25
Financial Highlights		28
Notes to Financial Statements		39
Statement Regarding Liquidity Risk Management Program		49
Additional Information		50
Glossary of Terms Used in this Report		52

3

Fund Summary as of November 30, 2023    BlackRock Energy Opportunities Fund

Investment Objective

BlackRock Energy Opportunities Fund’s (the “Fund”) investment objective is to provide long-term growth of capital.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed the benchmark, the MSCI World Energy Index.

What factors influenced performance?

Stock selection contributed positively to performance. Selection in the exploration and production (“E&P”) subsector had the largest positive effect on results, while selection in the refining and marketing subsector was the most noteworthy detractor. Sector allocation was a net detractor from performance. The Fund’s underweights in the refining and marketing and coal and uranium subsectors detracted.

At the individual stock level, an underweight in Chevron Corp.—which underperformed due in part to its bid for Hess Corp.—was a leading contributor. An overweight in Cheniere Energy, Inc. also contributed positively to performance on the strength of rising natural gas prices. The Fund further benefited from its zero weighting in the pipeline operator Enbridge, Inc. The company announced an equity issuance to fund acquisitions, weighing on its share price.

The Fund’s lack of a position in Phillips66, which benefited from strengthening refining margins, was the leading detractor. Similarly, a zero weighting in the uranium producer Cameco Corp. weighed on results. Uranium prices rose on expectations for a revival in the nuclear energy industry, fueling a rally in Cameco Corp. stock. Positions in a number of midstream distribution companies, including Kinder Morgan, Inc., also detracted due in part to the backdrop of elevated interest rates.

Describe recent portfolio activity.

The investment adviser increased the Fund’s allocation to the E&P subsector. It also reduced its weighting in the distribution subsector and rotated the proceeds into oil services stocks.

Describe portfolio positioning at period end.

The investment adviser maintained a bias toward higher-quality international oil producers, together with select positions in United States shale companies. The investment adviser believed valuations across the energy sector appeared attractive given that companies are expected to maintain capital discipline and deliver high free cash flows.

The Fund was overweight in the integrated and oil services subsectors at the close of the reporting period, and it was underweight in the E&P, coal and uranium, distribution, and refining and marketing subsectors.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		14.58	%		(0.27	)%		N/A			9.07	%		N/A			1.32	%		N/A
Investor A		14.30			(0.70	)		(5.91	)%		8.61			7.45	%		0.90			0.36	%
Investor C		13.86			(1.39	)		(2.36	)		7.84			7.84			0.32			0.32
MSCI World Energy Index(c)		13.67			(0.96	)		N/A			7.68			N/A			2.33			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 market conditions, the Fund invests at least 80% of its total assets in equity securities of global energy and natural resources companies and companies in associated businesses, as well as utilities (such as gas, water, cable, electrical and telecommunications utilities).

^(c)  An index that is designed to capture the large- and mid-cap segments across developed markets countries. All securities in the index are classified in the energy sector as per the Global Industry Classification Standard.

N/A - Not applicable as 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.

4 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued)   BlackRock Energy Opportunities Fund

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,145.80	$	4.89		$	1,000.00	$	1,020.44	$	4.60		0.91	%
Investor A		1,000.00		1,143.00		7.08			1,000.00		1,018.39		6.66		1.32
Investor C		1,000.00		1,138.60		10.92			1,000.00		1,014.79		10.28		2.04

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of   Net Assets
Exxon Mobil Corp.	16.7%
Shell PLC	10.5
Chevron Corp.	6.9
TotalEnergies SE	6.9
ConocoPhillips	6.7
BP PLC	4.9
Cheniere Energy, Inc.	4.4
Canadian Natural Resources Ltd.	4.3
EOG Resources, Inc.	4.1
Williams Cos., Inc. (The)	4.0

INDUSTRY ALLOCATION
Industry(b)	Percent of   Net Assets
Oil, Gas & Consumable Fuels	90.3%
Energy Equipment & Services	8.4
Short-Term Securities	0.7
Other Assets	0.6

^(a)  Excludes short-term securities.

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

FUND SUMMARY 5

Fund Summary as of November 30, 2023       BlackRock High Equity Income Fund

Investment Objective

BlackRock High Equity Income Fund’s (the “Fund”) investment objective is to seek high current income while maintaining prospects for capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes underperformed its benchmark, the Russell 1000^® Value Index.

What factors influenced performance?

The largest detractor from the Fund’s performance relative to the benchmark was stock selection within the consumer staples sector, specifically within the consumer staples distribution and retail subsector. Positioning in the industrials sector was the second largest detractor, driven by stock selection within the aerospace and defense subsector. Stock selection within the materials sector also detracted from relative performance.

The largest contributor to the Fund’s performance relative to the benchmark was an overweight to the real estate sector. Within real estate, stock selection in the specialized real estate investment trust subsector proved additive to relative results for the reporting period. Positioning with respect to utilities was the second largest contributor, driven by an overweight to the sector versus the benchmark as well as stock selection within the multi-utilities subsector. Stock selection within the energy sector also contributed to relative performance.

Describe recent portfolio activity.

As a result of portfolio activity and market price movements during the period, the largest increases in the Fund’s sector exposures were in industrials and energy. Conversely, the Fund’s exposure to the healthcare and consumer discretionary sectors declined.

Describe portfolio positioning at period end.

The Fund ended the reporting period with its largest absolute allocations in the financials, healthcare and industrials sectors. Relative to the benchmark, the Fund’s largest overweight positions were in the healthcare and communication services sectors, while the largest relative underweights were in more expensive and cyclical sectors, most notably real estate and materials.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		6.29	%		2.41	%		N/A			7.55	%		N/A			7.81	%		N/A
Investor A		6.17			2.17			(3.19	)%		7.27			6.12	%		7.49			6.91	%
Investor C		5.77			1.40			0.45			6.49			6.49			6.84			6.84
Class K		6.35			2.50			N/A			7.58			N/A			7.82			N/A
Russell 1000® Value Index(c)		7.14			1.36			N/A			7.52			N/A			8.09			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 will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities and equity-related instruments, including equity-linked notes. The Fund may invest in securities of companies with any market capitalization, but will generally focus on large cap securities. The Fund’s total returns prior to June 12, 2017, are the returns of the Fund when it followed different investment strategies under the name BlackRock U.S. Opportunities Portfolio.

^(c)  An index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000^® companies with lower price-to-book ratios and lower expected growth values.

N/A - Not applicable as 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.

6 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued)   BlackRock High Equity Income Fund

Expense Example

		Actual							Hypothetical 5% Return
		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,062.90	$	4.38		$	1,000.00	$	1,020.75	$	4.29		0.85	%
Investor A		1,000.00		1,061.70		5.67			1,000.00		1,019.50		5.55		1.10
Investor C		1,000.00		1,057.70		9.52			1,000.00		1,015.75		9.32		1.85
Class K		1,000.00		1,063.50		4.12			1,000.00		1,021.00		4.04		0.80

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of   Net Assets
Wells Fargo & Co.	2.0%
Citigroup, Inc.	1.9
Samsung Electronics Co. Ltd., Registered Shares, GDR	1.8
BP PLC	1.8
L3Harris Technologies, Inc.	1.6
Kraft Heinz Co. (The)	1.5
Shell PLC	1.5
Baxter International, Inc.	1.5
Verizon Communications, Inc.	1.4
SS&C Technologies Holdings, Inc.	1.4

SECTOR ALLOCATION
Sector(b)	Percent of   Net Assets
Financials	21.7%
Health Care	19.1
Industrials	12.9
Information Technology	9.0
Consumer Staples	8.0
Energy	7.9
Communication Services	7.5
Consumer Discretionary	4.7
Utilities	4.6
Materials	2.8
Other (each representing less than 1%)	0.6
Short-Term Securities	0.6
Other Assets Less Liabilities	0.6

^(a)  Excludes short-term securities.

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

FUND SUMMARY 7

Fund Summary as of November 30, 2023    BlackRock International Dividend Fund

Investment Objective

BlackRock International Dividend Fund’s (the “Fund”) investment objective is to seek long-term total return and current income.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes underperformed its benchmark, the MSCI All Country World ex-U.S. Index.

What factors influenced performance?

The largest detractors from relative performance over the period were stock selection within and an underweight to the financials sector along with stock selection within and an overweight to healthcare. Stock selection within consumer discretionary also detracted.

Lonza Group, the Swiss pharmaceutical and biotech company and biologics contract manufacturer, was the largest detractor from relative performance. The unexpected departure of the CEO in September 2023 weighed on investor confidence about the group’s prospects, particularly given its timing ahead of new medium-term guidance expected at the company’s upcoming October Capital Markets Day. The Fund exited the position given the lack of clarity provided by management into this departure and concerns that it may indicate a lack of competitive advantage for Lonza. Prudential Financial, Inc., the U.K.-based multinational insurance company and leading provider of insurance products and services in Asia, also detracted during the reporting period. Despite the shares being under pressure due to weaker sentiment in China, the company posted strong new business profits for the first half of 2023. In addition, the new CEO announced plans for a $1 billion investment program designed to drive strong organic new business premium growth over the 2022-27 period. Fast food restaurant company Yum China Holdings also detracted as third quarter earnings fell short of forecasts due to flat margins and weaker consumer demand.

The largest contributors to relative performance over the period were stock selection in the industrials and materials sectors along with stock selection within and an underweight to information technology. Mediatek Inc., the Taiwanese semiconductor company, led positive contributions to relative return as third quarter earnings exceeded estimates. The company has benefited from a significant improvement in inventory levels and expects an acceleration in smartphone-related demand with tailwinds from its new flagship 5G system-on-chip. The Fund has maintained the position as the smartphone market continues to recover and Mediatek is positioned to continue to gain share.

Baker Hughes Company, the United States energy technology company with business segments including oilfield services and equipment and industrial and energy technology, was another significant contributor to relative performance. Energy stocks in general had reflected a higher probability of recession relative to other cyclical sectors and benefited as recession fears eased and OPEC+ production cuts led to a rally in oil prices. RELX plc (“RELX”), the British multinational information and analytics company, also contributed to relative performance. The market appeared to reassess the value of the data and analytics offered by RELX given the recent positive sentiment around artificial intelligence, especially in the legal field. In addition, the ongoing strength of the company’s results and upbeat guidance continued to support the outlook for an extended period of strong top-line growth.

Describe recent portfolio activity.

The Fund increased its weightings in the information technology, financials and materials sectors, with newly added positions in Keyence Corp., FinecoBank S.p.A. and Symrise AG. Conversely, the Fund reduced exposure to consumer staples, healthcare and consumer discretionary, exiting positions in Lonza Group, Reckitt Benckiser Group plc and Inditex.

Describe portfolio positioning at period end.

From a sector perspective, the Fund was overweight in industrials, healthcare and information technology at the end of the period. The Fund was underweight in consumer discretionary and had zero exposure to utilities and real estate. Regionally, the Fund held the most significant exposure to the United Kingdom and France.

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.

8 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued)   BlackRock International Dividend Fund

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		1.71	%		7.57	%		N/A			7.59	%		N/A			3.46	%		N/A
Investor A		1.59			7.33			1.69	%		7.33			6.18	%		3.18			2.63	%
Investor C		1.19			6.54			5.54			6.53			6.53			2.57			2.57
Class K		1.73			7.66			N/A			7.65			N/A			3.49			N/A
MSCI All Country World Index ex-U.S.(c)		5.07			9.26			N/A			5.06			N/A			3.41			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 will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in dividend-paying equity securities issued by foreign companies of any market capitalization and derivatives that have similar economic characteristics to such securities. The Fund’s total returns prior to June 12, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock International Opportunities Portfolio.

^(c)  An index that captures large- and mid-cap representation across certain developed markets countries (excluding the U.S.) and certain emerging markets countries.

N/A - Not applicable as 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 5% Return
		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,017.10	$	3.36		$	1,000.00	$	1,021.67	$	3.39		0.67	%
Investor A		1,000.00		1,015.90		4.62			1,000.00		1,020.42		4.65		0.92
Investor C		1,000.00		1,011.90		8.38			1,000.00		1,016.67		8.42		1.67
Class K		1,000.00		1,017.30		3.11			1,000.00		1,021.92		3.13		0.62

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

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

FUND SUMMARY 9

Fund Summary as of November 30, 2023 (continued)   BlackRock International Dividend Fund

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of   Net Assets
Taiwan Semiconductor Manufacturing Co. Ltd.	4.9%
Novo Nordisk A/S, Class B	3.8
Baker Hughes Co., Class A	3.5
RELX PLC	3.5
Keyence Corp.	3.4
Shell PLC	3.1
Air Liquide SA	3.1
Koninklijke KPN NV	3.1
FinecoBank Banca Fineco SpA	3.0
ASML Holding NV	3.0

GEOGRAPHIC ALLOCATION
Country	Percent of   Net Assets
United Kingdom	13.1%
Netherlands	11.5
France	10.6
United States	9.7
Japan	7.6
Taiwan	7.6
Sweden	5.3
Germany	5.1
Switzerland	4.6
Canada	4.5
Denmark	3.8
Singapore	3.8
Italy	3.0
Mexico	2.8
India	2.6
Brazil	1.6
Indonesia	1.5
China	1.2
Other Assets Less Liabilities	0.1

^(a)  Excludes short-term securities.

10 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

About Fund Performance

 

Institutional and Class K Shares (Class K Shares are available only for BlackRock High Equity Income Fund and BlackRock International Dividend Fund) are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors. BlackRock High Equity Income Fund’s Class K Shares performance shown prior to the Class K Shares inception date of April 21, 2020 is that of Institutional Shares. BlackRock International Dividend Fund’s Class K Shares performance shown prior to the Class K Shares inception date of January 25, 2018 is that of Institutional Shares. The performance of each Fund’s Class K Shares would be substantially similar to Institutional Shares, because the share classes of a Fund invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Institutional Shares have different expenses. The actual returns of Class K Shares would have been higher than those of Institutional Shares because Class K Shares have lower expenses than Institutional Shares.

Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries. On July 6, 2021, BlackRock Energy Opportunities Fund and BlackRock International Dividend Fund’s and on August 18, 2021, BlackRock High Equity Income Fund’s issued and outstanding Service Shares converted into Investor A Shares with the same relative aggregate net asset value (“NAV”), respectively.

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 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 each 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 assume reinvestment of all distributions, if any, at 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”), each Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waivers and/or reimbursements, each Fund’s performance would have been lower. With respect to each Fund’s voluntary waivers, 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 waivers may be reduced or discontinued at any time. With respect to each Fund’s contractual waivers, 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 Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

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

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

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

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

ABOUT  FUND  PERFORMANCE  /  DISCLOSURE  OF  EXPENSES 11

Schedule of Investments (unaudited) November 30, 2023      BlackRock Energy Opportunities Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Energy Equipment & Services — 8.4%
ARC Resources Ltd.		316,466	$	5,046,851
NOV, Inc.		73,357		1,380,579
Patterson-UTI Energy, Inc.		86,608		1,014,180
Poseidon Concepts Corp.(a)		35,081		—
Schlumberger NV		222,327		11,569,897
TechnipFMC PLC		181,059		3,751,542
Tenaris SA		159,866		2,758,134
Weatherford International PLC(a)		14,493		1,314,370
				26,835,553
Oil, Gas & Consumable Fuels — 90.3%
BP PLC		2,561,354		15,572,194
Canadian Natural Resources Ltd.		208,602		13,929,347
Cenovus Energy, Inc.		468,542		8,311,143
Cheniere Energy, Inc.		77,825		14,175,824
Chevron Corp.		154,354		22,165,234
ConocoPhillips		185,258		21,410,267
Diamondback Energy, Inc.		49,668		7,669,236
Eni SpA		395,506		6,558,475
EOG Resources, Inc.		105,994		13,044,682
Exxon Mobil Corp.		519,913		53,415,862
Galp Energia SGPS SA		192,196		2,855,823
Gazprom PJSC(a)(b)		639,500		71
Hess Corp.		76,698		10,780,671
Kosmos Energy Ltd.(a)		252,884		1,717,082
Marathon Petroleum Corp.		77,300		11,532,387
Shell PLC		1,039,878		33,613,907

Security	Shares		Value
Oil, Gas & Consumable Fuels (continued)
TC Energy Corp.		121,025	$	4,538,828
TotalEnergies SE		323,039		22,018,086
Tourmaline Oil Corp.		118,789		5,749,704
Valero Energy Corp.		62,270		7,806,167
Williams Cos., Inc. (The)		347,330		12,778,271
				289,643,261
Total Long-Term Investments — 98.7%     (Cost: $209,554,933)				316,478,814
Short-Term Securities
Money Market Funds — 0.7%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)		2,150,632		2,150,632
Total Short-Term Securities — 0.7% (Cost: $2,150,632)				2,150,632
Total Investments — 99.4% (Cost: $211,705,565)				318,629,446
Other Assets Less Liabilities — 0.6%				2,069,897
Net Assets — 100.0%			$	320,699,343

^(a)  Non-income producing security.

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

^(c)  Affiliate of the Fund.

^(d)  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 November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	2,370,913	$	—			$  (220,281)	(a)	$	—		$	—	$	2,150,632		2,150,632	$	71,151		$	—
SL Liquidity Series, LLC, Money Market Series(b)		—		264	(a)		—			(264	)		—		—		—		98	(c)		—
									$	(264	)	$	—	$	2,150,632			$	71,249		$	—

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

^(b)  As of period end, the entity is no longer held.

^(c)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

12 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023   BlackRock Energy Opportunities Fund

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Energy Equipment & Services	$	24,077,419	$	2,758,134	$	—	$	26,835,553
Oil, Gas & Consumable Fuels		209,024,705		80,618,485		71		289,643,261
Short-Term Securities
Money Market Funds		2,150,632		—		—		2,150,632
	$	235,252,756	$	83,376,619	$	71	$	318,629,446

See notes to financial statements.

SCHEDULES   OF  INVESTMENTS 13

Schedule of Investments (unaudited) November 30, 2023   BlackRock High Equity Income Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 2.9%
L3Harris Technologies, Inc.		164,591	$	31,405,609
RTX Corp.		320,093		26,081,177
				57,486,786
Automobile Components — 0.9%
Aptiv PLC(a)		122,820		10,174,409
Lear Corp.		52,779		7,059,191
				17,233,600
Automobiles — 0.9%
General Motors Co.		581,873		18,387,187
Banks — 5.2%
Citigroup, Inc.		844,276		38,921,124
Citizens Financial Group, Inc.		239,160		6,521,893
First Citizens BancShares, Inc., Class A		14,072		20,656,148
Wells Fargo & Co.		877,713		39,137,223
				105,236,388
Building Products — 0.4%
Allegion PLC		68,780		7,296,870
Capital Markets — 2.1%
Carlyle Group, Inc. (The)		619,230		21,227,205
Goldman Sachs Group, Inc. (The)		19,510		6,663,445
Raymond James Financial, Inc.		132,136		13,894,100
				41,784,750
Chemicals — 0.7%
International Flavors & Fragrances, Inc.		194,830		14,686,285
Communications Equipment — 1.2%
Cisco Systems, Inc.		393,388		19,032,111
Nokia Oyj, NVS, ADR		1,707,952		5,943,673
				24,975,784
Consumer Staples Distribution & Retail — 1.3%
Dollar General Corp.		206,073		27,020,292
Containers & Packaging — 1.2%
Sealed Air Corp.		723,340		24,145,089
Diversified Telecommunication Services — 1.9%
AT&T Inc.		664,654		11,013,317
Verizon Communications, Inc.		719,679		27,585,296
				38,598,613
Electric Utilities — 2.5%
American Electric Power Co., Inc.		187,582		14,922,148
Edison International		118,808		7,958,948
Exelon Corp.		328,712		12,658,699
NextEra Energy, Inc.		59,660		3,490,707
PG&E Corp.(a)		637,989		10,954,271
				49,984,773
Electronic Equipment, Instruments & Components — 0.5%
Zebra Technologies Corp., Class A(a)		43,090		10,211,468
Financial Services — 2.8%
Equitable Holdings, Inc.		484,405		14,866,390
Fidelity National Information Services, Inc.		459,530		26,946,839
Visa, Inc., Class A		52,782		13,548,084
				55,361,313
Food Products — 1.6%
Danone SA		15,585		1,002,160
Kraft Heinz Co. (The)		870,507		30,563,501
				31,565,661

Security	Shares		Value
Ground Transportation — 0.3%
Union Pacific Corp.		29,300	$	6,600,411
Health Care Equipment & Supplies — 4.5%
Baxter International, Inc.		835,827		30,156,638
Koninklijke Philips NV(a)		538,261		11,045,785
Medtronic PLC		326,931		25,915,820
Zimmer Biomet Holdings, Inc.		202,625		23,567,314
				90,685,557
Health Care Providers & Services — 4.8%
Cardinal Health, Inc.		218,023		23,345,903
Cigna Group (The)		94,209		24,765,662
Elevance Health, Inc.		45,495		21,814,398
Humana, Inc.		9,994		4,845,691
Laboratory Corp. of America Holdings		102,562		22,246,723
				97,018,377
Household Durables — 1.1%
Newell Brands, Inc.		1,025,577		7,825,153
Sony Group Corp., ADR		157,120		13,504,464
				21,329,617
Household Products — 0.6%
Henkel AG & Co. KGaA, Preference Shares		75,260		5,920,736
Reckitt Benckiser Group PLC		90,332		6,166,690
				12,087,426
Industrial Conglomerates — 0.3%
Siemens AG, Registered Shares		40,882		6,867,463
Insurance — 4.1%
American International Group, Inc.		380,048		25,010,959
Fidelity National Financial, Inc., Class A		559,820		25,102,329
Prudential PLC		1,482,221		16,211,643
Willis Towers Watson PLC		65,867		16,223,042
				82,547,973
Interactive Media & Services — 0.2%
Meta Platforms, Inc., Class A(a)		9,690		3,170,084
IT Services — 1.0%
Cognizant Technology Solutions Corp., Class A		298,686		21,021,521
Life Sciences Tools & Services — 0.3%
Fortrea Holdings, Inc.(a)		210,694		6,202,831
Machinery — 1.0%
Komatsu Ltd.		758,000		19,388,951
Media — 1.4%
Comcast Corp., Class A		461,704		19,340,780
Fox Corp., Class A, NVS		317,683		9,384,356
				28,725,136
Multi-Utilities — 0.7%
Public Service Enterprise Group, Inc.		67,983		4,244,179
Sempra		126,226		9,198,088
				13,442,267
Oil, Gas & Consumable Fuels — 5.3%
BP PLC		5,865,134		35,658,095
ConocoPhillips		47,823		5,526,904
Kosmos Energy Ltd.(a)		1,405,717		9,544,818
Shell PLC		938,252		30,328,862
Suncor Energy, Inc.		531,820		17,544,742
Williams Cos., Inc. (The)		187,343		6,892,349
				105,495,770
Personal Care Products — 0.5%
Unilever PLC, ADR		206,759		9,862,404

14 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock High Equity Income Fund (Percentages shown are based on Net Assets)

Security		Shares		Value
Pharmaceuticals — 2.8%
AstraZeneca PLC			62,216	$	8,007,597
Bayer AG, Registered Shares			349,268		11,955,120
Eli Lilly & Co.			12,812		7,572,404
Novo Nordisk A/S, ADR			27,024		2,752,124
Sanofi SA			268,422		25,034,362
					55,321,607
Professional Services — 3.7%
Dun & Bradstreet Holdings, Inc.			1,478,660		15,659,009
Leidos Holdings, Inc.			248,058		26,621,585
Robert Half, Inc.			45,352		3,717,957
SS&C Technologies Holdings, Inc.			489,478		27,538,032
					73,536,583
Semiconductors & Semiconductor Equipment — 0.8%
Intel Corp.			135,151		6,041,250
Taiwan Semiconductor Manufacturing Co. Ltd.			577,000		10,554,552
					16,595,802
Software — 0.8%
Microsoft Corp.			41,232		15,623,217
Specialized REITs — 0.4%
American Tower Corp.			17,230		3,597,279
Crown Castle, Inc.			32,830		3,850,303
					7,447,582
Technology Hardware, Storage & Peripherals — 2.1%
HP, Inc.			215,040		6,309,274
Samsung Electronics Co. Ltd., Registered Shares, GDR			25,976		36,194,204
					42,503,478
Textiles, Apparel & Luxury Goods — 0.3%
Ralph Lauren Corp., Class A			43,682		5,651,577
Tobacco — 1.3%
British American Tobacco PLC			808,544		25,727,880
Wireless Telecommunication Services — 1.4%
Rogers Communications, Inc., Class B, NVS			285,380		12,288,406
Vodafone Group PLC			18,382,282		16,528,772
					28,817,178
Total Common Stocks — 65.8% (Cost: $1,223,204,115)					1,319,645,551
		Par (000)
Equity-Linked Notes
Aerospace & Defense — 1.6%
Barclays Capital, Inc. (L3Harris Technologies, Inc.) 15.26% 01/25/24	USD		91,400		17,238,971
SG Americas Securities LLC (RTX Corp.) 12.84% 01/05/24			186,200		15,283,359
					32,522,330
Automobile Components — 0.5%
Mizuho Securities USA LLC (Lear Corp.) 22.37% 12/07/23			71,700		9,590,780
Automobiles — 0.4%
Goldman Sachs & Co. LLC (General Motors Co.) 28.07% 01/19/24			254,200		7,399,179
Banks — 2.5%
Barclays Capital, Inc. (Citizens Financial Group, Inc.) 25.49% 12/26/23			176,700		4,567,355

Security		Par (000)		Value
Banks (continued)
BMO Capital Markets Corp. (Citigroup, Inc.) 22.21% 12/14/23	USD		360,600	$	14,712,246
Goldman Sachs & Co. LLC (Wells Fargo & Co.) 14.45% 12/26/23			410,700		17,327,025
JP Morgan Securities LLC (First Citizens BancShares, Inc.) 26.79% 12/14/23			10,100		13,818,593
					50,425,219
Building Products — 0.2%
Barclays Capital, Inc. (Allegion PLC) 12.94% 01/19/24			38,500		4,081,739
Capital Markets — 1.1%
Barclays Capital, Inc. (Carlyle Group, Inc. (The)) 33.19% 12/11/23			363,000		11,237,199
Citigroup Global Markets Inc. (Raymond James Financial, Inc.) 14.59% 12/26/23			75,400		7,757,216
JP Morgan Securities LLC (Goldman Sachs Group, Inc. (The)) 14.63% 01/16/24			10,900		3,665,745
					22,660,160
Chemicals — 0.3%
JP Morgan Securities LLC (International Flavors & Fragrances, Inc.) 21.47% 01/16/24			85,800		6,318,744
Communications Equipment — 0.7%
Barclays Capital, Inc. (Nokia Oyj) 30.49% 12/11/23			1,001,200		3,473,671
Mizuho Securities USA LLC (Cisco Systems, Inc.) 16.87% 12/07/23			203,600		9,853,109
					13,326,780
Consumer Staples Distribution & Retail — 0.5%
Nomura Securities International, Inc. (Dollar General Corp.) 19.99% 12/21/23			86,300		10,960,528
Containers & Packaging — 0.5%
Barclays Capital, Inc. (Sealed Air Corp.) 31.57% 12/26/23			321,800		10,689,501
Diversified Telecommunication Services — 1.1%
Citigroup Global Markets Inc. (Verizon Communications, Inc.) 7.91% 12/26/23			411,200		15,294,212
Nomura Securities International, Inc. (AT&T Inc.) 19.93% 01/11/24			376,000		6,023,236
					21,317,448
Electric Utilities — 1.2%
Barclays Capital, Inc. (NextEra Energy, Inc.) 17.46% 01/25/24			33,100		1,929,780
Barclays Capital, Inc. (PG&E Corp.) 16.29% 01/25/24			354,300		6,116,365
Mizuho Securities USA LLC (American Electric Power Co., Inc.) 22.12% 12/07/23			107,300		8,262,418
Nomura Securities International, Inc. (Exelon Corp.) 15.06% 01/11/24			185,900		7,219,796
					23,528,359
Electronic Equipment, Instruments & Components — 0.2%
BMO Capital Markets Corp. (Zebra Technologies Corp.) 20.31% 01/16/24			18,600		3,989,708
Financial Services — 1.3%
BNP Paribas Securities Corporation (Equitable Holdings, Inc.) 28.04% 12/11/23			283,900		8,306,993

SCHEDULES  OF INVESTMENTS 15

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock High Equity Income Fund (Percentages shown are based on Net Assets)

Security		Par (000)		Value
Financial Services (continued)
Mizuho Securities USA LLC (Fidelity National Information Services, Inc.) 24.42% 01/05/24	USD		210,300	$	11,148,500
Mizuho Securities USA LLC (Visa, Inc.) 13.55% 01/25/24(b)			29,200		7,377,056
					26,832,549
Food Products — 0.9%
BNP Paribas Arbitrage SNC (Danone SA) 8.04% 01/22/24	EUR		27,000		1,720,774
Goldman Sachs & Co. LLC (Kraft Heinz Co. (The)) 14.47% 01/25/24	USD		483,600		16,795,158
					18,515,932
Ground Transportation — 0.2%
JP Morgan Securities LLC (Union Pacific Corp.) 11.26% 01/16/24			16,500		3,580,847
Health Care Equipment & Supplies — 2.3%
Barclays Capital, Inc. (Zimmer Biomet Holdings, Inc.) 13.73% 01/19/24			119,400		13,578,815
HSBC Securities (USA), Inc. (Koninklijke Philips NV) 22.90% 02/01/24(b)	EUR		299,000		6,154,477
JP Morgan Securities LLC (Medtronic PLC) 16.94% 01/19/24	USD		183,300		14,225,585
RBC Capital Markets LLC (Baxter International, Inc.) 26.91% 12/11/23			381,500		12,827,957
					46,786,834
Health Care Providers & Services — 2.6%
BMO Capital Markets Corp. (Humana, Inc.) 12.34% 01/11/24			5,500		2,644,877
JP Morgan Securities LLC (Elevance Health, Inc.) 12.40% 01/19/24			25,400		12,007,587
Nomura Securities International, Inc. (Cigna Group (The)) 13.58% 01/11/24			45,600		12,077,690
Nomura Securities International, Inc. (Laboratory Corp. of America Holdings) 11.08% 01/11/24			60,300		12,684,832
RBC Capital Markets LLC (Cardinal Health, Inc.) 17.11% 12/11/23			140,900		13,548,945
					52,963,931
Household Durables — 0.6%
BNP Paribas Securities Corporation (Newell Brands, Inc.) 47.68% 12/11/23			468,100		3,495,790
Citigroup Global Markets Inc. (Sony Group Corp.) 16.80% 12/26/23			89,700		7,775,204
					11,270,994
Household Products — 0.2%
JP Morgan Securities LLC (Reckitt Benckiser Group PLC) 8.05% 01/08/24	GBP		51,100		3,497,300
Industrial Conglomerates — 0.2%
BNP Paribas Arbitrage SNC (Siemens AG) 12.34% 01/08/24	EUR		23,000		3,405,986
Insurance — 2.6%
Barclays Capital, Inc. (Willis Towers Watson PLC) 13.64% 01/25/24	USD		39,060		9,477,557
BNP Paribas Arbitrage SNC (Prudential PLC) 18.16% 01/22/24	GBP		838,800		9,275,988
RBC Capital Markets LLC (American International Group, Inc.) 17.35% 12/21/23	USD		259,354		16,708,844
RBC Capital Markets LLC (Fidelity National Financial, Inc.) 18.73% 12/21/23			383,700		15,880,643
					51,343,032

Security		Par (000)		Value
Interactive Media & Services — 0.1%
Mizuho Securities USA LLC (Alphabet Inc.) 13.92% 01/05/24	USD		10,100	$	1,323,499
SG Americas Securities LLC (Meta Platforms, Inc.) 13.99% 01/05/24			3,800		1,227,283
					2,550,782
IT Services — 0.8%
Mizuho Securities USA LLC (Cognizant Technology Solutions Corp.) 21.67% 12/07/23			229,000		16,021,033
Life Sciences Tools & Services — 0.2%
Goldman Sachs & Co. LLC (Fortrea Holdings, Inc.) 20.42% 01/16/24			119,100		3,596,548
Media — 0.8%
BMO Capital Markets Corp. (Comcast Corp.) 15.96% 12/14/23			270,600		11,338,280
Mizuho Securities USA LLC (Fox Corp.) 14.72% 01/05/24			184,800		5,517,130
					16,855,410
Multi-Utilities — 0.3%
JP Morgan Securities LLC (Public Service Enterprise Group, Inc.) 16.21% 01/19/24			29,400		1,845,276
Mizuho Securities USA LLC (Sempra) 12.56% 12/21/23			64,500		4,658,354
					6,503,630
Oil, Gas & Consumable Fuels — 2.6%
BNP Paribas Arbitrage SNC (BP PLC) 12.81% 01/22/24	GBP		2,835,700		17,092,855
JP Morgan Securities LLC (Shell PLC) 17.68% 01/08/24			597,800		19,564,053
Nomura Securities International, Inc. (Williams Cos., Inc. (The)) 17.24% 01/11/24	USD		106,000		3,795,911
RBC Capital Markets LLC (Kosmos Energy Ltd.) 19.37% 12/21/23			817,900		5,617,279
SG Americas Securities LLC (ConocoPhillips) 21.59% 12/14/23			27,900		3,250,047
SG Americas Securities LLC (Suncor Energy, Inc.) 28.64% 12/14/23			105,800		3,506,119
					52,826,264
Personal Care Products — 0.3%
SG Americas Securities LLC (Unilever PLC) 13.78% 12/21/23			145,200		6,964,084
Pharmaceuticals — 1.5%
BMO Capital Markets Corp. (Eli Lilly & Co.) 26.63% 12/14/23			7,500		4,414,851
BNP Paribas Arbitrage SNC (AstraZeneca PLC) 15.89% 01/08/24	GBP		35,200		4,523,727
BNP Paribas Securities Corporation (Novo Nordisk A/S) 23.25% 01/11/24	USD		15,200		1,546,779
HSBC Securities (USA), Inc. (Sanofi SA) 18.60% 02/01/24(b)	EUR		149,100		13,761,023
RBC Capital Markets LLC (Bayer AG) 28.51% 02/01/24			194,000		6,461,518
					30,707,898
Professional Services — 2.1%
Barclays Capital, Inc. (Dun & Bradstreet Holdings, Inc.) 19.98% 01/25/24	USD		821,500		8,310,126
Barclays Capital, Inc. (Robert Half, Inc.) 18.43% 01/25/24			25,100		2,046,570

16 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock High Equity Income Fund (Percentages shown are based on Net Assets)

Security		Par (000)		Value
Professional Services (continued)
BNP Paribas Securities Corporation (SS&C Technologies Holdings, Inc.) 13.08% 01/05/24	USD		284,700	$	15,188,838
Mizuho Securities USA LLC (Leidos Holdings, Inc.) 15.17% 01/05/24			168,900		17,283,653
					42,829,187
Semiconductors & Semiconductor Equipment — 0.2%
Mizuho Securities USA LLC (Intel Corp.) 27.72% 12/07/23			77,200		2,980,216
Software — 0.5%
Goldman Sachs & Co. LLC (Microsoft Corp.) 17.99% 12/14/23			27,000		9,409,307
Specialized REITs — 0.2%
Barclays Capital, Inc. (Crown Castle, Inc.) 20.58% 01/19/24			18,400		2,000,505
BMO Capital Markets Corp. (American Tower Corp.) 18.13% 01/16/24			9,600		1,850,108
					3,850,613
Technology Hardware, Storage & Peripherals — 0.2%
Goldman Sachs & Co. LLC (HP, Inc.) 22.64% 01/11/24			121,600		3,459,327
Textiles, Apparel & Luxury Goods — 0.2%
BNP Paribas Securities Corporation (Ralph Lauren Corp.) 21.86% 12/11/23			25,600		3,115,209
Tobacco — 0.7%
JP Morgan Securities LLC (British American Tobacco PLC) 23.09% 02/01/24	GBP		449,200		14,468,572
Trading Companies & Distributors — 0.1%
BNP Paribas Securities Corporation (MSC Industrial Direct Co., Inc.) 19.92% 12/11/23	USD		21,900		2,133,923

Security		Par (000)		Value
Wireless Telecommunication Services — 0.5%
BNP Paribas Arbitrage SNC (Vodafone Group PLC) 41.53% 01/22/24	GBP		10,403,600	$	9,646,548
Total Equity-Linked Notes — 33.0% (Cost: $652,922,823)					662,926,431
Total Long-Term Investments — 98.8% (Cost: $1,876,126,938)					1,982,571,982
		Shares
Short-Term Securities
Money Market Funds — 0.6%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)			12,389,094		12,389,094
Total Short-Term Securities — 0.6% (Cost: $12,389,094)					12,389,094
Total Investments — 99.4% (Cost: $1,888,516,032)					1,994,961,076
Other Assets Less Liabilities — 0.6%					11,748,152
Net Assets — 100.0%				$	2,006,709,228

^(a)  Non-income producing security.

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

^(c)  Affiliate of the Fund.

^(d)  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 November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	—	$	12,389,094	(a)	$	—	$	—		$	—	$	12,389,094		12,389,094	$	1,411,274		$	—
SL Liquidity Series, LLC, Money Market Series(b)		—		23	(a)		—		(23	)		—		—		—		914	(c)		—
								$	(23	)	$	—	$	12,389,094			$	1,412,188		$	—

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

^(b)  As of period end, the entity is no longer held.

�� ^(c)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

SCHEDULES OF INVESTMENTS 17

Schedule of Investments (unaudited) (continued) November 30, 2023   BlackRock High Equity Income Fund

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	57,486,786	$	—	$	—	$	57,486,786
Automobile Components		17,233,600		—		—		17,233,600
Automobiles		18,387,187		—		—		18,387,187
Banks		105,236,388		—		—		105,236,388
Building Products		7,296,870		—		—		7,296,870
Capital Markets		41,784,750		—		—		41,784,750
Chemicals		14,686,285		—		—		14,686,285
Communications Equipment		24,975,784		—		—		24,975,784
Consumer Staples Distribution & Retail		27,020,292		—		—		27,020,292
Containers & Packaging		24,145,089		—		—		24,145,089
Diversified Telecommunication Services		38,598,613		—		—		38,598,613
Electric Utilities		49,984,773		—		—		49,984,773
Electronic Equipment, Instruments & Components		10,211,468		—		—		10,211,468
Financial Services		55,361,313		—		—		55,361,313
Food Products		30,563,501		1,002,160		—		31,565,661
Ground Transportation		6,600,411		—		—		6,600,411
Health Care Equipment & Supplies		79,639,772		11,045,785		—		90,685,557
Health Care Providers & Services		97,018,377		—		—		97,018,377
Household Durables		21,329,617		—		—		21,329,617
Household Products		—		12,087,426		—		12,087,426
Industrial Conglomerates		—		6,867,463		—		6,867,463
Insurance		66,336,330		16,211,643	��	—		82,547,973
Interactive Media & Services		3,170,084		—		—		3,170,084
IT Services		21,021,521		—		—		21,021,521
Life Sciences Tools & Services		6,202,831		—		—		6,202,831
Machinery		—		19,388,951		—		19,388,951
Media		28,725,136		—		—		28,725,136
Multi-Utilities		13,442,267		—		—		13,442,267
Oil, Gas & Consumable Fuels		39,508,813		65,986,957		—		105,495,770
Personal Care Products		9,862,404		—		—		9,862,404
Pharmaceuticals		10,324,528		44,997,079		—		55,321,607
Professional Services		73,536,583		—		—		73,536,583
Semiconductors & Semiconductor Equipment		6,041,250		10,554,552		—		16,595,802
Software		15,623,217		—		—		15,623,217
Specialized REITs		7,447,582		—		—		7,447,582
Technology Hardware, Storage & Peripherals		6,309,274		36,194,204		—		42,503,478
Textiles, Apparel & Luxury Goods		5,651,577		—		—		5,651,577
Tobacco		—		25,727,880		—		25,727,880
Wireless Telecommunication Services		12,288,406		16,528,772		—		28,817,178
Equity-Linked Notes		—		635,633,875		27,292,556		662,926,431
Short-Term Securities
Money Market Funds		12,389,094		—		—		12,389,094
	$	1,065,441,773	$	902,226,747	$	27,292,556	$	1,994,961,076

18 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023   BlackRock High Equity Income Fund

A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the period in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:

	Equity-Linked Notes
Assets
Opening Balance, as of May 31, 2023	$	17,914,666
Transfers into Level 3		—
Transfers out of Level 3		—
Accrued discounts/premiums		—
Net realized gain (loss)		61,896
Net change in unrealized appreciation (depreciation)(a)(b)		103,735
Purchases		27,832,252
Sales		(18,619,993	)
Closing Balance, as of November 30, 2023	$	27,292,556
Net change in unrealized appreciation (depreciation) on investments still held at November 30, 2023(b)	$	(539,696	)

^(a)  Included in the related net change in unrealized appreciation (depreciation) in the Statements of Operations.

^(b)  Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at November 30, 2023, is generally due to investments no longer held or categorized as Level 3 at period end.

See notes to financial statements.

SCHEDULES   OF  INVESTMENTS 19

Schedule of Investments (unaudited) November 30, 2023   BlackRock International Dividend Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Brazil — 1.6%
B3 SA - Brasil Bolsa Balcao		4,108,484	$	11,168,419
Canada — 4.5%
Canadian National Railway Co.		155,820		18,081,298
TELUS Corp.		796,423		14,250,452
				32,331,750
China — 1.2%
Yum China Holdings, Inc.		201,282		8,691,357
Denmark — 3.8%
Novo Nordisk A/S, Class B		266,399		27,216,562
France — 10.6%
Air Liquide SA		117,117		22,203,063
EssilorLuxottica SA		78,306		14,952,316
LVMH Moet Hennessy Louis Vuitton SE		23,752		18,176,908
Sanofi SA		224,329		20,922,031
				76,254,318
Germany — 5.1%
MTU Aero Engines AG, Class N		80,015		16,397,541
Symrise AG		180,361		20,301,702
				36,699,243
India — 2.6%
AceVector Ltd. (Acquired 05/07/14 - 10/29/14, cost $7,423,816)(a)(b)(c)		1,595,200		949,158
HDFC Bank Ltd.		947,376		17,760,832
				18,709,990
Indonesia — 1.5%
Bank Rakyat Indonesia Persero Tbk PT		31,980,700		10,883,812
Italy — 3.0%
FinecoBank Banca Fineco SpA		1,624,913		21,927,134
Japan — 7.6%
KDDI Corp.		372,100		11,623,682
Keyence Corp.		57,900		24,793,692
Sony Group Corp.		215,700		18,548,266
				54,965,640
Mexico — 2.8%
Wal-Mart de Mexico SAB de CV		5,112,941		20,129,712
Netherlands — 11.5%
ASML Holding NV		31,279		21,317,472
Heineken NV		190,169		17,408,650
Koninklijke KPN NV		6,430,756		22,027,482
Shell PLC		676,915		22,288,644
				83,042,248
Singapore — 3.8%
DBS Group Holdings Ltd.		580,535		13,790,426
United Overseas Bank Ltd.		653,354		13,334,482
				27,124,908

Security	Shares		Value
Sweden — 5.3%
Assa Abloy AB, Class B		689,565	$	17,666,921
Atlas Copco AB, A Shares		1,345,411		20,768,175
				38,435,096
Switzerland — 4.6%
Nestlé SA, Registered Shares		156,269		17,781,644
Zurich Insurance Group AG, Class N		30,383		15,222,379
				33,004,023
Taiwan — 7.6%
MediaTek, Inc.		655,000		19,780,679
Taiwan Semiconductor Manufacturing Co. Ltd.		1,914,000		35,011,116
				54,791,795
United Kingdom — 13.1%
AstraZeneca PLC		164,815		21,212,745
BAE Systems PLC		1,072,571		14,230,145
Prudential PLC		1,686,291		18,443,639
RELX PLC		651,834		25,109,801
Smith & Nephew PLC		556,673		7,216,555
Taylor Wimpey PLC		5,119,751		8,391,464
				94,604,349
United States — 9.3%
Baker Hughes Co., Class A		755,837		25,509,499
Freeport-McMoRan, Inc.		199,309		7,438,212
Otis Worldwide Corp.		171,200		14,687,248
Visa, Inc., Class A		74,428		19,104,179
				66,739,138
Total Long-Term Investments — 99.5% (Cost: $670,121,960)				716,719,494
Short-Term Securities
Money Market Funds — 0.4%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(d)(e)		2,721,522		2,721,522
Total Short-Term Securities — 0.4% (Cost: $2,721,522)				2,721,522
Total Investments — 99.9% (Cost: $672,843,482)				719,441,016
Other Assets Less Liabilities — 0.1%				724,722
Net Assets — 100.0%			$	720,165,738

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

^(b)  Non-income producing security.

^(c)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $949,158, representing 0.1% of its net assets as of period end, and an original cost of $7,423,816.

^(d)  Affiliate of the Fund.

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

20 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023   BlackRock International Dividend Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost		Proceeds from Sale		Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income		Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	25,743,453	$	—		$ (23,021,931)(a)	$	—	$	—	$	2,721,522		2,721,522	$	403,935	$	—

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Brazil	$	11,168,419	$	—	$	—	$	11,168,419
Canada		32,331,750		—		—		32,331,750
China		8,691,357		—		—		8,691,357
Denmark		—		27,216,562		—		27,216,562
France		—		76,254,318		—		76,254,318
Germany		—		36,699,243		—		36,699,243
India		—		17,760,832		949,158		18,709,990
Indonesia		—		10,883,812		—		10,883,812
Italy		—		21,927,134		—		21,927,134
Japan		—		54,965,640		—		54,965,640
Mexico		20,129,712		—		—		20,129,712
Netherlands		—		83,042,248		—		83,042,248
Singapore		—		27,124,908		—		27,124,908
Sweden		—		38,435,096		—		38,435,096
Switzerland		—		33,004,023		—		33,004,023
Taiwan		—		54,791,795		—		54,791,795
United Kingdom		—		94,604,349		—		94,604,349
United States		66,739,138		—		—		66,739,138
Short-Term Securities
Money Market Funds		2,721,522		—		—		2,721,522
	$	141,781,898	$	576,709,960	$	949,158	$	719,441,016

See notes to financial statements.

SCHEDULES  OF  INVESTMENTS 21

Statements of Assets and Liabilities (unaudited)

November 30, 2023

	BlackRock Energy Opportunities Fund			BlackRock High Equity Income Fund			BlackRock International Dividend Fund
ASSETS
Investments, at value — unaffiliated(a)	$	316,478,814		$	1,982,571,982		$	716,719,494
Investments, at value — affiliated(b)		2,150,632			12,389,094			2,721,522
Cash		27,201			229,126			—
Foreign currency, at value(c)		5,294			17,293,575			479,537
Receivables:
Investments sold		890,983			32,877,414			9,135,596
Capital shares sold		435,297			3,744,624			2,222,680
Dividends — unaffiliated		1,744,091			5,076,230			1,080,591
Dividends — affiliated		1,518			236,297			26,174
Interest — unaffiliated		—			4,654,181			—
From the Manager		12,511			78,489			37,481
Prepaid expenses		32,405			87,096			97,069
Total assets		321,778,746			2,059,238,108			732,520,144
LIABILITIES
Payables:
Investments purchased		—			41,210,058			8,314,163
Administration fees		11,781			64,836			24,298
Capital shares redeemed		461,914			8,744,621			2,488,753
Income dividend distributions		—			524,160			—
Investment advisory fees		207,565			1,168,788			284,621
IRS compliance fee for foreign withholding tax claims		—			—			874,455
Trustees’ and Officer’s fees		3,194			6,190			2,387
Other accrued expenses		42,710			96,565			52,179
Other affiliate fees		1,894			—			—
Professional fees		99,085			129,165			106,404
Service and distribution fees		59,082			107,442			29,560
Transfer agent fees		192,178			477,055			177,586
Total liabilities		1,079,403			52,528,880			12,354,406
Commitments and contingent liabilities
NET ASSETS	$	320,699,343		$	2,006,709,228		$	720,165,738
NET ASSETS CONSIST OF:
Paid-in capital	$	524,812,405		$	2,098,343,930		$	692,547,410
Accumulated earnings (loss)		(204,113,062	)		(91,634,702	)		27,618,328
NET ASSETS	$	320,699,343		$	2,006,709,228		$	720,165,738
(a) Investments, at cost — unaffiliated	$	209,554,933		$	1,876,126,938		$	670,121,960
(b) Investments, at cost — affiliated	$	2,150,632		$	12,389,094		$	2,721,522
(c) Foreign currency, at cost	$	5,060		$	17,293,575		$	484,331

22 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Statements of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Energy Opportunities Fund		BlackRock High Equity Income Fund		BlackRock International Dividend Fund
NET ASSET VALUE
Institutional
Net assets	$	94,307,547	$	1,438,569,780	$	516,484,124
Shares outstanding		7,012,641		53,432,138		15,682,596
Net asset value	$	13.45	$	26.92	$	32.93
Shares authorized		Unlimited		Unlimited		Unlimited
Par value	$	0.001	$	0.001	$	0.001
Investor A
Net assets	$	207,746,089	$	292,431,304	$	124,215,531
Shares outstanding		15,940,759		12,983,395		4,096,029
Net asset value	$	13.03	$	22.52	$	30.33
Shares authorized		Unlimited		Unlimited		Unlimited
Par value	$	0.001	$	0.001	$	0.001
Investor C
Net assets	$	18,645,707	$	59,790,043	$	4,332,103
Shares outstanding		1,488,830		4,277,444		167,655
Net asset value	$	12.52	$	13.98	$	25.84
Shares authorized		Unlimited		Unlimited		Unlimited
Par value	$	0.001	$	0.001	$	0.001
Class K
Net assets		N/A	$	215,918,101	$	75,133,980
Shares outstanding		N/A		8,024,599		2,280,867
Net asset value		N/A	$	26.91	$	32.94
Shares authorized		N/A		Unlimited		Unlimited
Par value		N/A	$	0.001	$	0.001

See notes to financial statements.

FINANCIAL  STATEMENTS 23

Statements of Operations (unaudited)

Six Months Ended November 30, 2023

	BlackRock Energy Opportunities Fund			BlackRock High Equity Income Fund			BlackRock International Dividend Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	6,901,814		$	20,928,444		$	6,709,680
Dividends — affiliated		71,151			1,411,274			403,935
Interest — unaffiliated		—			57,328,500			—
Securities lending income — affiliated — net		98			914			—
Other income		4,103			—			94,994
Foreign taxes withheld		(338,241	)		(201,549	)		(679,113	)
Foreign withholding tax claims		40,711			—			408,913
Total investment income		6,679,636			79,467,583			6,938,409
EXPENSES
Investment advisory		1,393,261			7,912,338			2,109,534
Service and distribution — class specific		365,736			678,269			177,571
Transfer agent — class specific		346,827			998,123			379,147
Administration		78,951			396,458			146,886
Professional		50,285			42,506			109,595
Registration		43,231			135,719			56,759
Administration — class specific		37,223			201,707			70,239
Accounting services		28,476			73,529			37,562
Custodian		19,837			84,714			40,929
Printing and postage		15,726			22,497			17,741
Trustees and Officer		5,000			11,981			5,575
Miscellaneous		4,892			15,693			21,407
Total expenses excluding interest expense		2,389,445			10,573,534			3,172,945
Interest expense		—			2,551			7,309
Total expenses		2,389,445			10,576,085			3,180,254
Less:
Administration fees waived — class specific		(35,833	)		(201,629	)		(70,239	)
Fees waived and/or reimbursed by the Manager		(1,033	)		(629,411	)		(386,043	)
Transfer agent fees waived and/or reimbursed — class specific		(108,719	)		(537,343	)		(220,616	)
Total expenses after fees waived and/or reimbursed		2,243,860			9,207,702			2,503,356
Net investment income		4,435,776			70,259,881			4,435,053
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated(a)		8,853,099			(68,196,396	)		(15,306,271	)
Investments — affiliated		(264	)		(23	)		—
Foreign currency transactions		(29,713	)		(2,913,284	)		186,813
		8,823,122			(71,109,703	)		(15,119,458	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated(a)		37,886,676			122,566,059			18,832,381
Foreign currency translations		4,064			378,968			(12,630	)
		37,890,740			122,945,027			18,819,751
Net realized and unrealized gain		46,713,862			51,835,324			3,700,293
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	51,149,638		$	122,095,205		$	8,135,346
(a) Net of reduction in deferred foreign capital gain tax of		—			—			26,396

See notes to financial statements.

24 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets

	BlackRock Energy Opportunities Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	4,435,776		$	12,034,678
Net realized gain		8,823,122			3,433,394
Net change in unrealized appreciation (depreciation)		37,890,740			(68,192,358	)
Net increase (decrease) in net assets resulting from operations		51,149,638			(52,724,286	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(2,486,827	)		(4,153,602	)
Investor A		(3,284,236	)		(4,979,465	)
Investor C		(256,391	)		(385,896	)
Decrease in net assets resulting from distributions to shareholders		(6,027,454	)		(9,518,963	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(101,042,040	)		50,744,840
NET ASSETS
Total decrease in net assets		(55,919,856	)		(11,498,409	)
Beginning of period		376,619,199			388,117,608
End of period	$	320,699,343		$	376,619,199

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

See notes to financial statements.

FINANCIAL STATEMENTS 25

Statements of Changes in Net Assets (continued)

	BlackRock High Equity Income Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	70,259,881		$	118,917,910
Net realized loss		(71,109,703	)		(92,991,127	)
Net change in unrealized appreciation (depreciation)		122,945,027			(89,960,124	)
Net increase (decrease) in net assets resulting from operations		122,095,205			(64,033,341	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(52,501,917	)		(94,841,361	)
Investor A		(10,147,398	)		(20,115,999	)
Investor C		(1,827,000	)		(3,255,218	)
Class K		(5,773,210	)		(5,726,980	)
Decrease in net assets resulting from distributions to shareholders		(70,249,525	)		(123,939,558	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		(14,048,548	)		867,175,165
NET ASSETS
Total increase in net assets		37,797,132			679,202,266
Beginning of period		1,968,912,096			1,289,709,830
End of period	$	2,006,709,228		$	1,968,912,096

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

See notes to financial statements.

26 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statements of Changes in Net Assets (continued)

	BlackRock International Dividend Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	4,435,053		$	8,395,328
Net realized loss		(15,119,458	)		(290,320	)
Net change in unrealized appreciation (depreciation)		18,819,751			8,859,050
Net increase in net assets resulting from operations		8,135,346			16,964,058
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(6,986,081	)		(4,254,124	)
Investor A		(1,727,641	)		(3,455,327	)
Investor C		(56,286	)		(111,861	)
Class K		(922,773	)		(679,380	)
Decrease in net assets resulting from distributions to shareholders		(9,692,781	)		(8,500,692	)
CAPITAL SHARE TRANSACTIONS
Net increase in net assets derived from capital share transactions		102,590,058			357,362,077
NET ASSETS
Total increase in net assets		101,032,623			365,825,443
Beginning of period		619,133,115			253,307,672
End of period	$	720,165,738		$	619,133,115

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

See notes to financial statements.

FINANCIAL  STATEMENTS 27

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Energy Opportunities Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	11.94		$	13.73		$	8.55		$	6.64		$	9.66		$	12.34		$	11.13
Net investment income(a)		0.17			0.42			0.32			0.26			0.21			0.29			0.23
Net realized and unrealized gain (loss)		1.56			(1.88	)		5.11			1.90			(2.93	)		(2.66	)		1.30
Net increase (decrease) from investment operations		1.73			(1.46	)		5.43			2.16			(2.72	)		(2.37	)		1.53
Distributions from net investment income(b)		(0.22	)		(0.33	)		(0.25	)		(0.25	)		(0.30	)		(0.31	)		(0.32	)
Net asset value, end of period	$	13.45		$	11.94		$	13.73		$	8.55		$	6.64		$	9.66		$	12.34
Total Return(c)
Based on net asset value		14.58	%(d)		(10.59	)%		65.17	%		33.50	%		(29.02	)%(d)		(19.24	)%		14.08	%
Ratios to Average Net Assets(e)
Total expenses		1.07	%(f)		1.03	%		1.11	%		1.33	%		1.40	%(f)(g)		1.30	%		1.29	%
Total expenses after fees waived and/or reimbursed		0.91	%(f)		0.91	%		0.91	%		0.91	%		0.91	%(f)(g)		0.91	%		0.92	%
Net investment income		2.62	%(f)		3.28	%		3.05	%		3.75	%		3.89	%(f)		2.91	%		1.97	%
Supplemental Data
Net assets, end of period (000)	$	94,308		$	153,530		$	128,580		$	52,377		$	38,779		$	23,579		$	22,255
Portfolio turnover rate		10	%		77	%		75	%		79	%		39	%		37	%		37	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Reorganization, Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 1.47% and 0.91%, respectively.

See notes to financial statements.

28 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Energy Opportunities Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	11.58		$	13.33		$	8.31		$	6.46		$	9.39		$	11.99		$	10.83
Net investment income(a)		0.15			0.37			0.27			0.23			0.18			0.24			0.17
Net realized and unrealized gain (loss)		1.50			(1.84	)		4.97			1.84			(2.85	)		(2.59	)		1.27
Net increase (decrease) from investment operations		1.65			(1.47	)		5.24			2.07			(2.67	)		(2.35	)		1.44
Distributions from net investment income(b)		(0.20	)		(0.28	)		(0.22	)		(0.22	)		(0.26	)		(0.25	)		(0.28	)
Net asset value, end of period	$	13.03		$	11.58		$	13.33		$	8.31		$	6.46		$	9.39		$	11.99
Total Return(c)
Based on net asset value		14.30	%(d)		(10.97	)%		64.51	%		33.00	%		(29.23	)%(d)		(19.61	)%		13.59	%
Ratios to Average Net Assets(e)
Total expenses		1.35	%(f)		1.33	%		1.43	%		1.73	%		1.94	%(f)(g)		1.66	%		1.65	%
Total expenses after fees waived and/or reimbursed		1.32	%(f)		1.32	%		1.32	%		1.32	%		1.32	%(f)(g)		1.33	%		1.34	%
Net investment income		2.31	%(f)		2.94	%		2.66	%		3.30	%		3.65	%(f)		2.44	%		1.52	%
Supplemental Data
Net assets, end of period (000)	$	207,746		$	204,035		$	232,979		$	103,858		$	72,733		$	34,574		$	41,644
Portfolio turnover rate		10	%		77	%		75	%		79	%		39	%		37	%		37	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Reorganization, Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 2.00% and 1.32%, respectively.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 29

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock Energy Opportunities Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	11.14		$	12.83		$	8.01		$	6.24		$	9.03		$	11.39		$	10.30
Net investment income(a)		0.10			0.27			0.19			0.17			0.14			0.14			0.09
Net realized and unrealized gain (loss)		1.44			(1.76	)		4.79			1.77			(2.75	)		(2.44	)		1.22
Net increase (decrease) from investment operations		1.54			(1.49	)		4.98			1.94			(2.61	)		(2.30	)		1.31
Distributions from net investment income(b)		(0.16	)		(0.20	)		(0.16	)		(0.17	)		(0.18	)		(0.06	)		(0.22	)
Net asset value, end of period	$	12.52		$	11.14		$	12.83		$	8.01		$	6.24		$	9.03		$	11.39
Total Return(c)
Based on net asset value		13.86	%(d)		(11.57	)%		63.37	%		31.89	%		(29.51	)%(d)		(20.21	)%		12.90	%
Ratios to Average Net Assets(e)
Total expenses(f)		2.09	%(g)		2.05	%		2.16	%		2.53	%		2.61	%(g)(h)		2.35	%		2.36	%
Total expenses after fees waived and/or reimbursed		2.04	%(g)		2.03	%		2.04	%		2.04	%		2.04	%(g)(h)		2.05	%		2.06	%
Net investment income		1.58	%(g)		2.22	%		1.92	%		2.60	%		2.77	%(g)		1.48	%		0.80	%
Supplemental Data
Net assets, end of period (000)	$	18,646		$	19,054		$	26,559		$	10,699		$	11,152		$	7,554		$	21,878
Portfolio turnover rate		10	%		77	%		75	%		79	%		39	%		37	%		37	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the ratios were as follows:

Six Months Ended 11/30/23 (unaudited)

Year Ended 05/31/23

Year Ended 05/31/22

Year Ended 05/31/21

Period from 10/01/19 to 5/31/20

Year Ended 09/30/19

Year Ended 09/30/18

Expense ratios

N/A

N/A

N/A

N/A

2.61

%

2.35

%

N/A

^(g)  Annualized.

^(h)  Reorganization, Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 2.67% and 2.04%, respectively.

See notes to financial statements.

30 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock High Equity Income Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	26.23		$	29.54		$	29.99		$	22.81		$	26.57		$	28.16		$	27.33
Net investment income(a)		0.94			1.86			1.99			1.81			0.94			1.24			1.32
Net realized and unrealized gain (loss)		0.69			(3.25	)		(0.20	)		7.13			(3.54	)		(0.73	)		0.75
Net increase (decrease) from investment operations		1.63			(1.39	)		1.79			8.94			(2.60	)		0.51			2.07
Distributions(b)
From net investment income		(0.94	)		(1.86	)		(1.95	)		(1.76	)		(1.16	)		(1.05	)		(1.05	)
From net realized gain		—			(0.06	)		(0.29	)		—			—			(1.05	)		(0.19	)
Total distributions		(0.94	)		(1.92	)		(2.24	)		(1.76	)		(1.16	)		(2.10	)		(1.24	)
Net asset value, end of period	$	26.92		$	26.23		$	29.54		$	29.99		$	22.81		$	26.57		$	28.16
Total Return(c)
Based on net asset value		6.29	%(d)		(4.70	)%		6.28	%(e)		40.81	%		(9.94	)%(d)		2.27	%		7.81	%
Ratios to Average Net Assets(f)
Total expenses		0.99	%(g)		1.00	%		1.02	%		1.12	%		1.12	%(g)		1.12	%		1.09	%
Total expenses after fees waived and/or reimbursed		0.85	%(g)		0.85	%		0.85	%		0.85	%		0.85	%(g)		0.85	%		0.85	%
Net investment income		7.03	%(g)		6.81	%		6.76	%		6.93	%		5.63	%(g)		4.80	%		4.79	%
Supplemental Data
Net assets, end of period (000)	$	1,438,570		$	1,475,683		$	953,582		$	277,653		$	128,474		$	151,747		$	248,847
Portfolio turnover rate		41	%		126	%		140	%		146	%		76	%		79	%		75	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 31

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock High Equity Income Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	21.94		$	24.73		$	25.16		$	19.14		$	22.43		$	24.12		$	23.53
Net investment income(a)		0.76			1.49			1.58			1.42			0.75			1.00			1.08
Net realized and unrealized gain (loss)		0.58			(2.72	)		(0.14	)		6.03			(2.98	)		(0.64	)		0.65
Net increase (decrease) from investment operations		1.34			(1.23	)		1.44			7.45			(2.23	)		0.36			1.73
Distributions(b)
From net investment income		(0.76	)		(1.50	)		(1.58	)		(1.43	)		(1.06	)		(1.00	)		(0.95	)
From net realized gain		—			(0.06	)		(0.29	)		—			—			(1.05	)		(0.19	)
Total distributions		(0.76	)		(1.56	)		(1.87	)		(1.43	)		(1.06	)		(2.05	)		(1.14	)
Net asset value, end of period	$	22.52		$	21.94		$	24.73		$	25.16		$	19.14		$	22.43		$	24.12
Total Return(c)
Based on net asset value		6.17	%(d)		(4.96	)%		5.99	%(e)		40.44	%		(10.09	)%(d)		2.02	%		7.58	%
Ratios to Average Net Assets(f)
Total expenses		1.23	%(g)		1.24	%		1.31	%		1.40	%		1.40	%(g)		1.37	%		1.38	%
Total expenses after fees waived and/or reimbursed		1.10	%(g)		1.10	%		1.10	%		1.10	%		1.10	%(g)		1.10	%		1.10	%
Net investment income		6.79	%(g)		6.54	%		6.41	%		6.64	%		5.35	%(g)		4.55	%		4.57	%
Supplemental Data
Net assets, end of period (000)	$	292,431		$	296,254		$	293,050		$	208,207		$	172,696		$	215,121		$	214,095
Portfolio turnover rate		41	%		126	%		140	%		146	%		76	%		79	%		75	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

32 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock High Equity Income Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	13.62		$	15.37		$	15.75		$	11.98		$	14.35		$	16.19		$	16.13
Net investment income(a)		0.42			0.82			0.87			0.78			0.41			0.55			0.61
Net realized and unrealized gain (loss)		0.36			(1.68	)		(0.09	)		3.78			(1.88	)		(0.45	)		0.44
Net increase (decrease) from investment operations		0.78			(0.86	)		0.78			4.56			(1.47	)		0.10			1.05
Distributions(b)
From net investment income		(0.42	)		(0.83	)		(0.87	)		(0.79	)		(0.90	)		(0.89	)		(0.80	)
From net realized gain		—			(0.06	)		(0.29	)		—			—			(1.05	)		(0.19	)
Total distributions		(0.42	)		(0.89	)		(1.16	)		(0.79	)		(0.90	)		(1.94	)		(0.99	)
Net asset value, end of period	$	13.98		$	13.62		$	15.37		$	15.75		$	11.98		$	14.35		$	16.19
Total Return(c)
Based on net asset value		5.77	%(d)		(5.63	)%		5.17	%(e)		39.41	%		(10.52	)%(d)		1.30	%		6.75	%
Ratios to Average Net Assets(f)
Total expenses		1.98	%(g)		1.98	%		2.04	%		2.18	%		2.16	%(g)		2.12	%		2.10	%
Total expenses after fees waived and/or reimbursed		1.85	%(g)		1.85	%		1.85	%		1.85	%		1.85	%(g)		1.85	%		1.85	%
Net investment income		6.04	%(g)		5.80	%		5.67	%		5.85	%		4.57	%(g)		3.84	%		3.82	%
Supplemental Data
Net assets, end of period (000)	$	59,790		$	59,276		$	42,543		$	22,379		$	24,163		$	36,132		$	93,399
Portfolio turnover rate		41	%		126	%		140	%		146	%		76	%		79	%		75	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 33

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock High Equity Income Fund (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 04/21/20(a) to 05/31/20
Net asset value, beginning of period	$	26.21		$	29.53		$	30.00		$	22.81		$	21.04
Net investment income(b)		0.95			1.87			2.00			1.78			0.20
Net realized and unrealized gain (loss)		0.70			(3.25	)		(0.21	)		7.19			1.77
Net increase (decrease) from investment operations		1.65			(1.38	)		1.79			8.97			1.97
Distributions(c)
From net investment income		(0.95	)		(1.88	)		(1.97	)		(1.78	)		(0.20	)
From net realized gain		—			(0.06	)		(0.29	)		—			—
Total distributions		(0.95	)		(1.94	)		(2.26	)		(1.78	)		(0.20	)
Net asset value, end of period	$	26.91		$	26.21		$	29.53		$	30.00		$	22.81
Total Return(d)
Based on net asset value		6.35	%(e)		(4.68	)%		6.27	%(f)		40.93	%		9.35	%(e)
Ratios to Average Net Assets(g)
Total expenses		0.89	%(h)		0.89	%		0.98	%		1.01	%		0.99	%(h)
Total expenses after fees waived and/or reimbursed		0.80	%(h)		0.80	%		0.80	%		0.80	%		0.80	%(h)
Net investment income		7.11	%(h)		6.88	%		6.76	%		6.94	%		8.28	%(h)
Supplemental Data
Net assets, end of period (000)	$	215,918		$	137,700		$	535		$	359		$	288
Portfolio turnover rate		41	%		126	%		140	%		146	%		76	%(i)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

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

See notes to financial statements.

34 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock International Dividend Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	32.82		$	32.36		$	36.36		$	28.23		$	28.67		$	29.16		$	31.36
Net investment income(a)		0.21			0.86			0.64			0.85			0.42			0.70			0.76
Net realized and unrealized gain (loss)		0.36			0.56			(2.45	)		7.81			(0.40	)		0.32			(1.57	)
Net increase (decrease) from investment operations		0.57			1.42			(1.81	)		8.66			0.02			1.02			(0.81	)
Distributions(b)
From net investment income		(0.46	)		(0.43	)		(0.79	)		(0.53	)		(0.39	)		(0.66	)		(0.98	)
From net realized gain		—			(0.53	)		(1.40	)		—			(0.07	)		(0.85	)		(0.41	)
Total distributions		(0.46	)		(0.96	)		(2.19	)		(0.53	)		(0.46	)		(1.51	)		(1.39	)
Net asset value, end of period	$	32.93		$	32.82		$	32.36		$	36.36		$	28.23		$	28.67		$	29.16
Total Return(c)
Based on net asset value		1.71	%(d)		4.81	%		(5.23	)%		30.98	%		0.08	%(d)		3.86	%		(2.67	)%(e)
Ratios to Average Net Assets(f)
Total expenses		0.85	%(g)		1.07	%		1.18	%		1.13	%		1.17	%(g)(h)		1.15	%		1.14	%
Total expenses after fees waived and/or reimbursed		0.67	%(g)		0.84	%		0.87	%		0.84	%		0.84	%(g)(h)		0.84	%		0.84	%
Net investment income		1.30	%(g)		2.71	%		1.85	%		2.63	%		2.23	%(g)		2.52	%		2.50	%
Supplemental Data
Net assets, end of period (000)	$	516,484		$	432,855		$	118,637		$	101,899		$	74,681		$	83,814		$	102,541
Portfolio turnover rate		39	%		34	%		50	%		83	%		29	%		22	%		25	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is (2.81)%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 1.19% and 0.84%, respectively.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 35

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock International Dividend Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	30.26		$	29.91		$	33.78		$	26.26		$	26.69		$	27.26		$	29.30
Net investment income(a)		0.16			0.50			0.45			0.70			0.34			0.60			0.61
Net realized and unrealized gain (loss)		0.33			0.74			(2.21	)		7.28			(0.37	)		0.27			(1.43	)
Net increase (decrease) from investment operations		0.49			1.24			(1.76	)		7.98			(0.03	)		0.87			(0.82	)
Distributions(b)
From net investment income		(0.42	)		(0.36	)		(0.71	)		(0.46	)		(0.33	)		(0.59	)		(0.81	)
From net realized gain		—			(0.53	)		(1.40	)		—			(0.07	)		(0.85	)		(0.41	)
Total distributions		(0.42	)		(0.89	)		(2.11	)		(0.46	)		(0.40	)		(1.44	)		(1.22	)
Net asset value, end of period	$	30.33		$	30.26		$	29.91		$	33.78		$	26.26		$	26.69		$	27.26
Total Return(c)
Based on net asset value		1.59	%(d)		4.56	%		(5.48	)%		30.67	%		(0.08	)%(d)		3.57	%		(2.89	)%(e)
Ratios to Average Net Assets(f)
Total expenses		1.16	%(g)		1.39	%		1.46	%		1.45	%		1.48	%(g)(h)		1.43	%		1.44	%
Total expenses after fees waived and/or reimbursed		0.92	%(g)		1.11	%		1.12	%		1.09	%		1.09	%(g)(h)		1.09	%		1.09	%
Net investment income		1.08	%(g)		1.76	%		1.42	%		2.34	%		1.92	%(g)		2.30	%		2.14	%
Supplemental Data
Net assets, end of period (000)	$	124,216		$	121,411		$	113,512		$	128,077		$	100,753		$	125,196		$	140,473
Portfolio turnover rate		39	%		34	%		50	%		83	%		29	%		22	%		25	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is (3.03)%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 1.51% and 1.09%, respectively.

See notes to financial statements.

36 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock International Dividend Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	25.85		$	25.71		$	29.33		$	22.85		$	23.25		$	23.94		$	25.81
Net investment income(a)		0.04			0.26			0.16			0.33			0.18			0.32			0.39
Net realized and unrealized gain (loss)		0.28			0.61			(1.87	)		6.41			(0.32	)		0.26			(1.30	)
Net increase (decrease) from investment operations		0.32			0.87			(1.71	)		6.74			(0.14	)		0.58			(0.91	)
Distributions(b)
From net investment income		(0.33	)		(0.20	)		(0.51	)		(0.26	)		(0.19	)		(0.42	)		(0.55	)
From net realized gain		—			(0.53	)		(1.40	)		—			(0.07	)		(0.85	)		(0.41	)
Total distributions		(0.33	)		(0.73	)		(1.91	)		(0.26	)		(0.26	)		(1.27	)		(0.96	)
Net asset value, end of period	$	25.84		$	25.85		$	25.71		$	29.33		$	22.85		$	23.25		$	23.94
Total Return(c)
Based on net asset value		1.19	%(d)		3.77	%		(6.17	)%		29.70	%		(0.58	)%(d)		2.80	%		(3.63	)%(e)
Ratios to Average Net Assets(f)
Total expenses		1.97	%(g)		2.19	%		2.30	%		2.28	%		2.27	%(g)(h)		2.20	%		2.19	%
Total expenses after fees waived and/or reimbursed		1.67	%(g)		1.86	%		1.86	%		1.84	%		1.84	%(g)(h)		1.84	%		1.84	%
Net investment income		0.33	%(g)		1.06	%		0.60	%		1.31	%		1.15	%(g)		1.39	%		1.57	%
Supplemental Data
Net assets, end of period (000)	$	4,332		$	4,517		$	4,067		$	5,607		$	9,906		$	14,805		$	36,239
Portfolio turnover rate		39	%		34	%		50	%		83	%		29	%		22	%		25	%

^(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)  Not annualized.

^(e)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is (3.79)%.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 2.29% and 1.84%, respectively.

See notes to financial statements.

FINANCIAL HIGHLIGHTS 37

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock International Dividend Fund (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 10/01/19 to 05/31/20			Year Ended 09/30/19			Period from 01/25/18(a) to 09/30/18
Net asset value, beginning of period	$	32.83		$	32.36		$	36.36		$	28.23		$	28.68		$	29.17		$	32.08
Net investment income(b)		0.22			0.76			0.76			0.87			0.44			0.73			0.56
Net realized and unrealized gain (loss)		0.36			0.69			(2.55	)		7.80			(0.42	)		0.30			(2.91	)
Net increase (decrease) from investment operations		0.58			1.45			(1.79	)		8.67			0.02			1.03			(2.35	)
Distributions(c)
From net investment income		(0.47	)		(0.45	)		(0.81	)		(0.54	)		(0.40	)		(0.67	)		(0.56	)
From net realized gain		—			(0.53	)		(1.40	)		—			(0.07	)		(0.85	)		—
Total distributions		(0.47	)		(0.98	)		(2.21	)		(0.54	)		(0.47	)		(1.52	)		(0.56	)
Net asset value, end of period	$	32.94		$	32.83		$	32.36		$	36.36		$	28.23		$	28.68		$	29.17
Total Return(d)
Based on net asset value		1.73	%(e)		4.89	%		(5.18	)%		31.04	%		0.09	%(e)		3.92	%		(7.33	)%(e)(f)
Ratios to Average Net Assets(g)
Total expenses		0.75	%(h)		0.97	%		1.09	%		1.03	%		1.08	%(h)(i)		1.04	%		1.02	%(h)(j)
Total expenses after fees waived and/or reimbursed		0.62	%(h)		0.80	%		0.82	%		0.79	%		0.79	%(h)(i)		0.79	%		0.79	%(h)
Net investment income		1.34	%(h)		2.42	%		2.23	%		2.68	%		2.28	%(h)		2.63	%		2.81	%(h)
Supplemental Data
Net assets, end of period (000)	$	75,134		$	60,350		$	17,092		$	5,936		$	3,266		$	3,847		$	3,659
Portfolio turnover rate		39	%		34	%		50	%		83	%		29	%		22	%		25	%(k)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Includes the litigation settlement amount. Excluding this amount, the Fund’s total return is (7.45)%.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

⁽ⁱ⁾  Audit and Printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 1.10% and 0.79%, respectively.

^(j)  Offering and board realignment consolidation costs were not annualized in the calculation of the expense ratio. If these expenses were annualized, the total expense ratio would have been 1.03%.

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

See notes to financial statements.

38 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Notes to 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. The following, each of which is a series of the Trust, are referred to herein collectively as the “Funds” or individually as a “Fund”:

Fund Name	Herein Referred To As	��	Diversification Classification
BlackRock Energy Opportunities Fund	Energy Opportunities		Non-Diversified
BlackRock High Equity Income Fund	High Equity Income		Diversified
BlackRock International Dividend Fund	International Dividend		Diversified

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional and Class K Shares are sold only to certain eligible investors. 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 and Class K Shares	No		No		None
Investor A Shares	Yes		No	(a)	None
Investor C Shares	No		Yes	(b)	To Investor A Shares after approximately 8 years

^(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.

The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2. SIGNIFICANT ACCOUNTING POLICIES

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

Investment Transactions and Income Recognition: For 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 dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Funds are informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. 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 Currency Translation: Each 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.

Each 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 Statements 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. Each 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 Funds 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 each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements 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 November 30, 2023, if any, are disclosed in the Statements of Assets and Liabilities.

NOTES  TO  FINANCIAL  STATEMENTS 39

Notes to Financial Statements (unaudited) (continued)

The Funds file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statements of Operations include tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Bank Overdraft: Certain Funds had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Funds are obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statements of Operations.

Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

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

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

The Funds have an arrangement with their custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Funds may incur charges on overdrafts, subject to certain conditions.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each 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 a 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 Board of Trustees of the Trust (the “Board”) has approved the designation of each Fund’s Manager as the valuation designee for each Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. 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 the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each 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 price or current market quotations provided by independent dealers or third-party pricing services. 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 unless the Manager determines such method does not represent fair value.

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

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

If events (e.g., 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 application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee, in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee 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 Valuation Committee seeks to determine the price that each 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

40 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

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

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

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

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

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 each 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); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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 Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies 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

Equity-Linked Notes: Equity-linked notes seek to generate income and provide exposure to the performance of an underlying security, group of securities or exchange-traded funds (the “underlying reference instrument”). In an equity-linked note, a fund purchases a note from a bank or broker-dealer and in return, the issuer provides for interest payments during the term of the note. At maturity or when the security is sold, a fund will either settle by taking physical delivery of the underlying reference instrument or by receipt of a cash settlement amount equal to the value of the note at termination or maturity. The use of equity-linked notes involves the risk that the value of the note changes unfavorably due to movements in the value of the underlying reference instrument. Equity-linked notes are considered general unsecured contractual obligations of the bank or broker-dealer. A fund must rely on the creditworthiness of the issuer for its investment returns.

5. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Trust, on behalf of each Fund, entered into an Investment Advisory Agreement with the Manager, the Funds’ 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 each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.

NOTES  TO  FINANCIAL  STATEMENTS 41

Notes to Financial Statements (unaudited) (continued)

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

	Investment Advisory Fees
Average Daily Net Assets	Energy Opportunities
First $1 billion		0.750	%
$1 billion - $2 billion		0.700
$2 billion - $3 billion		0.675
Greater than $3 billion		0.650

	Investment Advisory Fees
Average Daily Net Assets	High Equity Income			International Dividend
First $1 billion		0.810	%		0.600	%
$1 billion - $3 billion		0.760			0.560
$3 billion - $5 billion		0.730			0.540
$5 billion - $10 billion		0.700			0.520
Greater than $10 billion		0.680			0.510

With respect to Energy Opportunities and International Dividend, the Manager entered into separate sub-advisory agreements with BlackRock International Limited (“BIL”), an affiliate of the Manager. The Manager pays BIL, for services it provides for that portion of each applicable Fund for which BIL acts as sub-adviser, a monthly fee that is equal to a percentage of the investment advisory fees paid by each Fund to the Manager.

Service and Distribution Fees: The Trust, on behalf of each 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, each Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

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

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

For the six months ended November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of each Fund:

Fund Name	Investor A		Investor C		Total
BlackRock Energy Opportunities Fund	$	267,465	$	98,271	$	365,736
BlackRock High Equity Income Fund		374,771		303,498		678,269
BlackRock International Dividend Fund		155,448		22,123		177,571

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

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

For the six months ended November 30, 2023, the following table shows the class specific administration fees borne directly by each share class of each Fund:

Fund Name	Institutional		Investor A		Investor C		Class K		Total
Energy Opportunities		$  13,892	$	21,361	$	1,970	$	—	$	37,223
High Equity Income		149,503		29,920		6,056		16,228		201,707
International Dividend		50,610		12,412		443		6,774		70,239

42 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to 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 November 30, 2023, the Funds 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 Funds. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the six months ended November 30, 2023, each Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statements of Operations:

Fund Name	Institutional		Investor A		Investor C		Class K		Total
Energy Opportunities		$       1,951	$	23,306	$	2,824	$	—	$	28,081
High Equity Income		2,959		11,522		1,963		254		16,698
International Dividend		805		6,560		507		78		7,950

For the six months ended November 30, 2023, the following table shows the class specific transfer agent fees borne directly by each share class of each Fund:

Fund Name	Institutional		Investor A		Investor C		Class K		Total
Energy Opportunities		$  113,654	$	214,845	$	18,328	$	—	$	346,827
High Equity Income		819,914		146,716		28,514		2,979		998,123
International Dividend		272,598		100,115		5,069		1,365		379,147

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of each Fund’s Investor A Shares as follows:

Fund Name	Amounts
Energy Opportunities	$	7,660
High Equity Income		25,570
International Dividend		2,099

For the six months ended November 30, 2023, affiliates received CDSCs as follows:

Share Class	Energy Opportunities		High Equity Income		International Dividend
Investor A	$	295	$	1,974	$	514
Investor C		1,771		1,801		56

Expense Limitations, Waivers and Reimbursements: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of a 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 Statements of Operations. For the six months ended November 30, 2023, the amounts waived were as follows:

Fund Name	Amounts Waived
Energy Opportunities	$	1,033
High Equity Income		19,515
International Dividend		5,925

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. 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 a Fund. For the six months ended November 30, 2023, there were no fees waived by the Manager pursuant to this arrangement.

With respect to each Fund, the Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of each 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			Class K
Energy Opportunities		0.91	%		1.32	%		2.04	%		0.91%(a)
High Equity Income		0.85			1.10			1.85			0.80%
International Dividend		0.65			0.90			1.65			0.60

^(a)  There were no shares outstanding as of November 30, 2023.

NOTES  TO  FINANCIAL  STATEMENTS 43

Notes to Financial Statements (unaudited) (continued)

 

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2025, 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 a Fund. For the six months ended November 30, 2023, the amounts included in the Statements of Operations were as follows:

Fund Name	Amounts Waived
High Equity Income	$	609,896
International Dividend		380,118

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager — class specific, respectively, in the Statements of Operations. For the six months ended November 30, 2023, class specific expense waivers and/or reimbursements were as follows:

	Administration Fees Waived by the Manager - Class Specific
Fund Name	Institutional		Investor A		Investor C		Class K		Total
Energy Opportunities	$	13,892	$	20,110	$	1,831	$	—	$	35,833
High Equity Income		149,503		29,920		6,056		16,150		201,629
International Dividend		50,610		12,412		443		6,774		70,239

	Transfer Agent Fees Waived and/or Reimbursed by the Manager - Class Specific
Fund Name	Institutional		Investor A		Investor C		Class K		Total
Energy Opportunities	$	92,588	$	13,527	$	2,604	$	—	$	108,719
High Equity Income		447,159		73,121		14,086		2,977		537,343
International Dividend		145,903		69,423		3,925		1,365		220,616

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Funds are responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”), managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Funds. The Money Market Series may impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. Each Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, Energy Opportunities and International Dividend retain 82% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Pursuant to the current securities lending agreement, High Equity Income retains 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, Energy Opportunities and International Dividend, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. High Equity Income, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by each Fund is shown as securities lending income — affiliated — net in the Statements of Operations. For the six months ended November 30, 2023, each Fund paid BIM the following amounts for securities lending agent services:

Fund Name	Amounts
Energy Opportunities	$	21
High Equity Income		178

Trustees and Officers: Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates. The Funds reimburse 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 Statements of Operations.

44 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

 

Other Transactions: The Funds 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 directors or trustees. For the six months ended November 30, 2023, the purchase and sale transactions and any net realized gains (losses) with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

Fund Name	Purchases		Sales		Net Realized Gain (Loss)
International Dividend	$	3,430,853	$	—	$	—

6. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term securities and equity-linked notes, were as follows:

Fund Name	Purchases		Sales
Energy Opportunities	$	36,775,950	$	139,257,603
High Equity Income		544,217,682		554,774,628
International Dividend		373,164,403		264,462,344

7. INCOME TAX INFORMATION

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of November 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

As of May 31, 2023, the Funds had non-expiring capital loss carryforwards available to offset future realized capital gains and qualified late-year losses as follows:

Fund Name	Non-Expiring Capital Loss Carryforwards		Qualified Late-Year Ordinary Losses
Energy Opportunities	$	308,043,616	$	—
High Equity Income		35,547,927		1,926,966
International Dividend		1,535,989		—

As of November 30, 2023, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Energy Opportunities	$	227,957,597	$	94,626,682	$	(3,954,833	)	$	90,671,849
High Equity Income		1,981,358,199		65,099,818		(51,496,941	)		13,602,877
International Dividend		675,959,028		71,675,205		(28,193,217	)		43,481,988

8. BANK BORROWINGS

The Trust, on behalf of each Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 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) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (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 or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2024 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 November 30, 2023, the Funds did not borrow under the credit agreement.

9. PRINCIPAL RISKS

In the normal course of business, the Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each 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

NOTES TO FINANCIAL STATEMENTS 45

Notes to Financial Statements (unaudited) (continued)

 

be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. 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 Funds and their investments. Each Fund’s prospectus provides details of the risks to which each Fund is subject.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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. A Fund may invest in illiquid investments. An illiquid investment is any investment that a 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. A 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 each 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 a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests.

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

Counterparty Credit Risk: The Funds 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 Funds manage 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 Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

Geographic/Asset Class 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 each Fund’s portfolio are disclosed in its Schedule of Investments.

Certain Funds invest a significant portion of their assets in securities within a single or limited number of market sectors. When a Fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.

International Dividend invests a substantial amount of its assets in issuers located in a single country or a limited number of countries. When a Fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions in those countries may have a significant impact on its investment performance and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Unanticipated or sudden political or social developments may cause uncertainty in the markets and as a result adversely affect the Fund’s investments. Foreign issuers may not be subject to the same uniform accounting, auditing and financial reporting standards and practices as used in the United States. Foreign securities markets may also be more volatile and less liquid than U.S. securities and may be less subject to governmental supervision not typically associated with investing in U.S. securities. Investment percentages in specific countries are presented in the Schedule of Investments.

Certain Funds invest a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the certain Funds invest.

International Dividend invests a significant portion of its assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries as well as acts of war in the region. These events may spread to other countries in Europe and may affect the value and liquidity of certain of International Dividend’s investments.

Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. The United Kingdom has withdrawn from the European Union, and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. These events and actions have

46 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

 

adversely affected, and may in the future adversely affect, the value and exchange rate of the Euro and may continue to significantly affect the economies of every country in Europe, including countries that do not use the Euro and non-European Union member states. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching. In addition, Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, resulting sanctions and resulting future market disruptions in the region are impossible to predict, but have been, and may continue to be, significant and have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

10. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Energy Opportunities
Institutional
Shares sold		4,863,885		$	65,835,658			12,067,659		$	156,474,280
Shares issued in reinvestment of distributions		191,879			2,479,081			344,414			4,146,262
Shares redeemed		(10,903,806	)		(145,696,031	)		(8,916,366	)		(111,402,349	)
		(5,848,042	)	$	(77,381,292	)		3,495,707		$	49,218,193
Investor A
Shares sold and automatic conversion of shares		1,929,494		$	25,198,678			10,055,914		$	125,839,735
Shares issued in reinvestment of distributions		258,012			3,235,469			428,848			4,913,297
Shares redeemed		(3,870,784	)		(49,355,331	)		(10,342,732	)		(125,289,679	)
		(1,683,278	)	$	(20,921,184	)		142,030		$	5,463,353
Investor C
Shares sold		113,560		$	1,426,006			524,342		$	6,358,068
Shares issued in reinvestment of distributions		21,035			254,105			34,611			378,968
Shares redeemed and automatic conversion of shares		(356,846	)		(4,419,675	)		(917,902	)		(10,673,742	)
		(222,251	)	$	(2,739,564	)		(358,949	)	$	(3,936,706	)
		(7,753,571	)	$	(101,042,040	)		3,278,788		$	50,744,840
High Equity Income
Institutional
Shares sold		11,947,927		$	319,603,239			43,564,325		$	1,195,222,978
Shares issued in reinvestment of distributions		1,892,627			50,845,619			3,437,184			93,276,417
Shares redeemed		(16,676,075	)		(445,534,979	)		(23,014,916	)		(624,903,631	)
		(2,835,521	)	$	(75,086,121	)		23,986,593		$	663,595,764
Investor A
Shares sold and automatic conversion of shares		1,185,538		$	26,555,904			3,945,697		$	90,206,380
Shares issued in reinvestment of distributions		441,689			9,929,160			867,585			19,692,071
Shares redeemed		(2,146,650	)		(47,787,399	)		(3,160,034	)		(71,467,053	)
		(519,423	)	$	(11,302,335	)		1,653,248		$	38,431,398
Investor C
Shares sold		389,234		$	5,435,640			2,116,697		$	30,073,990
Shares issued in reinvestment of distributions		130,769			1,824,013			230,643			3,252,346
Shares redeemed and automatic conversions of shares		(595,990	)		(8,287,010	)		(761,451	)		(10,735,623	)
		(75,987	)	$	(1,027,357	)		1,585,889		$	22,590,713

NOTES TO FINANCIAL STATEMENTS 47

Notes to Financial Statements (unaudited) (continued)

 

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
High Equity Income (continued)
Class K
Shares sold		3,181,397		$	84,286,150			5,616,247		$	152,879,817
Shares issued in reinvestment of distributions		214,974			5,760,855			209,416			5,701,757
Shares redeemed		(625,350	)		(16,679,740	)		(590,210	)		(16,024,284	)
		2,771,021		$	73,367,265			5,235,453		$	142,557,290
		(659,910	)	$	(14,048,548	)		32,461,183		$	867,175,165
International Dividend
Institutional
Shares sold		6,828,286		$	224,607,996			11,844,319		$	384,760,335
Shares issued in reinvestment of distributions		197,225			6,604,943			125,517			3,705,818
Shares redeemed		(4,530,474	)		(145,856,608	)		(2,448,728	)		(77,994,091	)
		2,495,037		$	85,356,331			9,521,108		$	310,472,062
Investor A
Shares sold and automatic conversion of shares		455,372		$	13,826,344			880,305		$	25,436,596
Shares issued in reinvestment of distributions		54,373			1,682,122			124,210			3,304,279
Shares redeemed		(426,101	)		(12,729,108	)		(787,096	)		(22,191,435	)
		83,644		$	2,779,358			217,419		$	6,549,440
Investor C
Shares sold		13,698		$	356,954			63,048		$	1,552,610
Shares issued in reinvestment of distributions		2,108			56,036			4,936			111,585
Shares redeemed and automatic conversion of shares		(22,930	)		(589,588	)		(51,428	)		(1,239,376	)
		(7,124	)	$	(176,598	)		16,556		$	424,819
Class K
Shares sold		715,690		$	23,387,941			1,571,774		$	48,180,217
Shares issued in reinvestment of distributions		27,601			922,773			23,059			679,380
Shares redeemed		(300,700	)		(9,679,747	)		(284,694	)		(8,943,841	)
		442,591		$	14,630,967			1,310,139		$	39,915,756
		3,014,148		$	102,590,058			11,065,222		$	357,362,077

As of November 30, 2023, BlackRock Financial Management, Inc., an affiliate of the Fund, owned 11,882 Class K Shares of High Equity Income.

11. FOREIGN WITHHOLDINGS TAX CLAIMS

The Internal Revenue Service (“IRS”) has issued guidance to address U.S. income tax liabilities attributable to fund shareholders resulting from the recovery of foreign taxes withheld in prior calendar years. These withheld foreign taxes were passed through to shareholders in the form of foreign tax credits in the year the taxes were withheld. Assuming there are sufficient foreign taxes paid which each of the Energy Opportunities and International Dividend is able to pass through to shareholders as a foreign tax credit in the current year, each of the Funds will be able to offset the prior years’ withholding taxes recovered against the foreign taxes paid in the current year. Accordingly, no federal income tax liability is recorded by the Funds.

12. SUBSEQUENT EVENTS

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

48 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock FundsSM (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Energy Opportunities Fund, BlackRock High Equity Income Fund and BlackRock International Dividend Fund (the “Funds”), each a series of the Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trust, on behalf of the Funds, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for each Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of each Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing each Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether each Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to each Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the funds, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

STATEMENT   REGARDING   LIQUIDITY   RISK   MANAGEMENT   PROGRAM 49

Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Funds.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) 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.

50 2 0 2 3  BLACK ROCK SEMI - ANNUAL REPORT TO SHAREHOLDERS

Additional Information  (continued)

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

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

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

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

Fund and Service Providers

Investment Adviser and Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC	Deloitte & Touche LLP
Wilmington, DE 19809	Boston, MA 02116
Sub-Adviser(a)	Distributor
BlackRock International Limited	BlackRock Investments, LLC
Edinburgh, EH3 8BL	New York, NY 10022
United Kingdom
	Legal Counsel
Accounting Agent and Transfer Agent	Sidley Austin LLP
BNY Mellon Investment Servicing (US) Inc.	New York, NY 10019
Wilmington, DE 19809
	Address of the Trust
Custodian	100 Bellevue Parkway
The Bank of New York Mellon	Wilmington, DE 19809
New York, NY 10286

^(a)  BlackRock Energy Opportunities Fund and BlackRock International Dividend Fund.

ADDITIONAL INFORMATION 51

Glossary of Terms Used in this Report

Currency Abbreviation
EUR	Euro
GBP	British Pound
USD	United States Dollar
Portfolio Abbreviation
ADR	American Depositary Receipt
GDR	Global Depositary Receipt
NVS	Non-Voting Shares

  

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

EHI-11/23-SAR

NOVEMBER 30, 2023

2023 Semi-Annual Report

(Unaudited)

BlackRock Funds^SM

· BlackRock Commodity Strategies Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	10.17%	13.84%
U.S. small cap equities (Russell 2000® Index)	4.24	(2.57)
International equities (MSCI Europe, Australasia, Far East Index)	5.12	12.36
Emerging market equities (MSCI Emerging Markets Index)	4.60	4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	2.69	4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(3.98)	(2.27)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(0.80)	1.18
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	2.29	4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	5.52	8.69
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Derivative Financial Instruments		6
Consolidated Financial Statements:
Consolidated Schedule of Investments		7
Consolidated Statement of Assets and Liabilities		15
Consolidated Statement of Operations		17
Consolidated Statements of Changes in Net Assets		18
Consolidated Financial Highlights		19
Notes to Consolidated Financial Statements		23
Statement Regarding Liquidity Risk Management Program		33
Additional Information		34
Glossary of Terms Used in this Report		36

3

Fund Summary  as of November 30, 2023 BlackRock Commodity Strategies Fund

Investment Objective

BlackRock Commodity Strategies 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 November 30, 2023, all of the Fund’s share classes underperformed its benchmark, the Bloomberg Commodity Index Total Return^SM.

What factors influenced performance?

The Fund invests in both commodity futures and natural resource equities, while the benchmark consists entirely of commodity futures. Since resource stocks produced a smaller gain than physical commodities, holding equities versus futures detracted from relative performance.

The agricultural chemical producer FMC Corp. was a key detractor from relative performance. FMC Corp. came under pressure from the combination of weaker-than-expected earnings, reduced forward guidance, and a negative report from a short seller (an investor who expects the stock to fall). Sigma Lithium Corp., which lost ground due to falling lithium prices and reports of a court case involving its former co-CEO, was an additional detractor. The Fund’s position in First Quantum Minerals Ltd. (“First Quantum”) also detracted from relative performance. In October 2023, the Panamanian government announced a referendum on whether to revoke First Quantum’s mining license in the country. First Quantum’s Cobre Panama mine was subsequently closed in November 2023 after Panama’s Supreme Court ruled that the concession granted to the company was unconstitutional.

Cameco Corp. was a top contributor at the individual company level. Uranium prices rose on expectations for a revival in the nuclear energy industry, leading to a rally in Cameco Corp.’s stock. A position in the midstream energy company Williams Companies, Inc., which rallied in part due to expectations for a more benign interest rate outlook, was an additional contributor of note. The agribusiness company Bunge Global SA also outperformed behind two sets of strong quarterly results and a positive outlook from its management.

The Fund seeks to achieve its allocation to commodity futures through the use of total return swaps, a form of derivative. The Fund’s use of total return swaps contributed marginally to performance. The Fund also maintained a position in cash and cash equivalents, predominantly comprised of U.S. Treasury bills, as collateral against its holdings in commodity total return swaps. The cash balance did not have a material impact on results.

Describe recent portfolio activity.

In the equity portion of the Fund, the investment adviser decreased the allocation to agriculture and industrial metals and increased the allocation to precious metals and energy.

Describe portfolio positioning at period end.

When combining the equity and commodity positions, the Fund was overweight in the industrial metals, precious metals and energy sectors and underweight in agriculture. The Fund’s largest equity exposure was to the energy sub-sector.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		4.97	%		(6.51	)%		N/A			8.22	%		N/A			1.61	%		N/A
Investor A		4.90			(6.75	)		(11.65	)%		7.96			6.80	%		1.36			0.82	%
Investor C		4.45			(7.44	)		(8.30	)		7.15			7.15			0.77			0.77
Class K		4.99			(6.56	)		N/A			8.28			N/A			1.63			N/A
Bloomberg Commodity Index Total ReturnSM(c)		6.77			(7.68	)		N/A			6.29			N/A			(0.72	)		N/A

^(a)  The Fund utilizes two strategies and under normal circumstances expects to invest approximately 50% of its total assets in each strategy; provided, however, that from time to time, Fund management may alter the weightings if it deems it prudent to do so based on market conditions, trends or movements or other similar factors. One strategy focuses on investments in commodity-linked derivatives. The other strategy focuses on equity investments in commodity-related companies, including, but not limited to, companies operating in the mining, energy and agricultural sectors.

^(b)  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, and how performance was calculated for certain share classes.

^(c)  An index composed of futures contracts and reflects the returns on a fully collateralized investment in the Bloomberg Commodity Index (“BCOM”). This combines the returns of the BCOM with the returns on cash collateral invested in 13 week (3 Month) U.S. Treasury Bills.

N/A - Not applicable as 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.

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Fund Summary  as of November 30, 2023 (continued) BlackRock Commodity Strategies Fund

Expense Example

	Actual							Hypothetical 5% Return
		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)		Ending Account Value (11/30/23)		Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional	$	1,000.00	$	1,049.70	$	3.69		$	1,000.00	$	1,021.40	$	3.64		0.72	%
Investor A		1,000.00		1,049.00		4.97			1,000.00		1,020.15		4.90		0.97
Investor C		1,000.00		1,044.50		8.79			1,000.00		1,016.40		8.67		1.72
Class K		1,000.00		1,049.90		3.43			1,000.00		1,021.65		3.39		0.67

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Exxon Mobil Corp		3.2	%
Shell PLC		2.0
BHP Group Ltd.		1.6
Barrick Gold Corp.		1.5
Wheaton Precious Metals Corp.		1.5
TotalEnergies SE		1.3
Chevron Corp		1.3
ConocoPhillips		1.3
Agnico Eagle Mines Ltd.		1.0
BP PLC		1.0

SECTOR ALLOCATION

Sector(b)	Percent of Net Assets
Materials		25.0	%
Energy		19.5
Consumer Staples		2.9
Industrials		1.3
Other (each representing less than 1%)		1.0
Short-Term Securities		49.1
Other Assets Less Liabilities		1.2

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 5

About Fund Performance

Institutional and Class K 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. Class K Shares performance shown prior to the Class K Shares inception date of January 25, 2018 is that of Institutional Shares. The performance of the Fund’s Class K Shares would be substantially similar to Institutional Shares because Class K Shares and Institutional Shares invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Institutional Shares have different expenses. The actual returns of Class K Shares would have been higher than those of the Institutional Shares because Class K Shares have lower expenses than the Institutional Shares.

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 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 table assumes 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 waiver(s) and/or reimbursement(s), 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 at the beginning of the period and held through the end of the period) 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. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. 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. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Fund must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. 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.

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Consolidated Schedule of Investments  (unaudited) November 30, 2023 BlackRock Commodity Strategies Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Biotechnology — 0.0%
Hofseth BioCare ASA(a)		1,465,227	$	365,348
Capital Markets — 0.2%
Agronomics Ltd.(a)		13,181,355		1,730,643
Chemicals — 1.0%
Albemarle Corp.		8,517		1,032,856
CF Industries Holdings, Inc.		18,720		1,406,808
DSM-Firmenich AG		9,444		892,398
Givaudan SA, Registered Shares		226		845,785
Nutrien Ltd.		23,071		1,233,606
Robertet SA(b)		2,172		1,808,630
Symrise AG		12,415		1,397,451
				8,617,534
Consumer Staples Distribution & Retail — 0.6%
Costco Wholesale Corp.		2,391		1,417,241
Grocery Outlet Holding Corp.(a)		40,504		1,142,618
HelloFresh SE(a)		32,662		500,834
Koninklijke Ahold Delhaize NV		53,323		1,544,208
				4,604,901
Containers & Packaging — 0.9%
Avery Dennison Corp.		5,824		1,132,768
Crown Holdings, Inc.		15,035		1,293,160
FP Corp.		68,400		1,290,364
Graphic Packaging Holding Co.		86,103		1,951,955
Smurfit Kappa Group PLC		40,620		1,543,241
				7,211,488
Electrical Equipment — 0.1%
Sociedad Quimica y Minera de Chile SA, ADR		18,171		912,911
Energy Equipment & Services — 1.6%
ARC Resources Ltd.		160,612		2,561,365
NOV, Inc.		38,000		715,160
Patterson-UTI Energy, Inc.		44,850		525,193
Schlumberger NV		117,028		6,090,137
TechnipFMC PLC		90,050		1,865,836
Tenaris SA		81,550		1,406,965
Weatherford International PLC(a)		7,500		680,175
				13,844,831
Food Products — 2.1%
Archer-Daniels-Midland Co.		24,820		1,829,979
Barry Callebaut AG, Registered Shares		845		1,408,194
Bunge Global SA		18,193		1,998,865
China Mengniu Dairy Co. Ltd.		727,000		2,277,972
Darling Ingredients, Inc.(a)		13,338		585,138
Kerry Group PLC, Class A		18,948		1,533,626
Maple Leaf Foods, Inc.		88,071		1,566,125
Nestlé SA, Registered Shares		19,906		2,265,078
Salmar ASA		27,582		1,511,463
SunOpta, Inc.(a)		231,025		1,141,263
Tate & Lyle PLC		214,451		1,670,427
				17,788,130
Ground Transportation — 0.1%
Union Pacific Corp.		3,789		853,548
Hotels, Restaurants & Leisure — 0.2%
Compass Group PLC		76,266		1,930,784
Machinery — 0.9%
Ag Growth International, Inc.		42,594		1,588,623
AGCO Corp.		14,760		1,675,703

Security	Shares		Value
Machinery (continued)
Deere & Co.		2,309	$	841,423
Epiroc AB, Class A		31,251		582,853
John Bean Technologies Corp.		17,408		1,798,246
Marel HF(c)		381,906		1,159,816
				7,646,664
Metals & Mining — 23.2%
Agnico Eagle Mines Ltd.		158,543		8,511,631
Alamos Gold, Inc., Class A		267,231		3,960,364
Alcoa Corp.		28,734		771,795
Allied Gold Corp.(a)		277,894		767,974
Anglo American PLC		76,649		2,074,347
Anglogold Ashanti PLC(b)		138,207		2,660,485
Antofagasta PLC		24,097		427,795
ArcelorMittal SA		67,063		1,686,035
Artemis Gold, Inc.(a)		126,714		634,060
Aurubis AG		6,662		551,026
B2Gold Corp.		1,639,928		5,535,112
Barrick Gold Corp.		736,268		12,950,954
Bellevue Gold Ltd.(a)		1,552,074		1,741,397
BHP Group Ltd.		436,359		13,283,831
Blackstone Minerals Ltd.(a)(b)		1,332,027		76,572
BlueScope Steel Ltd.		45,476		623,811
Centerra Gold, Inc.		409,496		2,507,765
Chalice Mining Ltd.(a)		271,431		270,779
Challenger Gold Ltd.(a)(b)		2,445,816		113,125
Champion Iron Ltd.		250,227		1,248,757
De Grey Mining Ltd.(a)		707,235		636,520
Develop Global Ltd.(a)(b)		909,172		1,834,305
Dundee Precious Metals, Inc.		237,771		1,755,750
Eldorado Gold Corp.(a)		69,382		910,986
Emerald Resources NL(a)(b)		371,214		697,265
Endeavour Mining PLC		253,499		5,946,331
ERO Copper Corp.(a)(b)		46,904		577,939
First Quantum Minerals Ltd.		116,754		955,921
Foran Mining Corp.(a)		316,379		960,597
Franco-Nevada Corp.		64,921		7,271,229
Freeport-McMoRan, Inc.		139,434		5,203,677
Fresnillo PLC		32,286		237,038
Glencore PLC		1,426,264		7,978,795
Gold Fields Ltd.		122,335		1,874,588
Gold Fields Ltd., ADR		513,689		7,854,305
Iluka Resources Ltd.		131,493		597,138
Impala Platinum Holdings Ltd.		33,748		137,227
Ivanhoe Electric, Inc.(a)		29,820		338,755
Kinross Gold Corp.		830,637		4,897,082
Lithium Royalty Corp.(a)		74,779		528,487
Lundin Gold, Inc.		163,737		1,966,847
Lundin Mining Corp.		233,834		1,619,838
Lynas Rare Earths Ltd.(a)		291,509		1,269,617
MAG Silver Corp.(a)		158,857		1,894,179
Metals Acquisition Ltd. (Acquired 04/17/23, cost $0)(a)(d)(e)		9,000		74,070
Metals Acquisition Ltd. (Acquired 06/13/23, cost $1,287,000)(a)(e)		128,700		1,312,740
Metals Acquisition Ltd.(a)		5,001		47,529
Mineral Resources Ltd.		46,290		1,858,081
Newmont Corp.		74,077		2,977,155
Newmont Corp., CDI		144,646		5,755,517
Nickel Industries Ltd.		3,231,200		1,530,373
Norsk Hydro ASA		573,536		3,330,407
Northam Platinum Holdings Ltd.		54,045		348,789
Northern Star Resources Ltd.		529,912		4,428,107

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 7

Consolidated Schedule of Investments  (unaudited) (continued) November 30, 2023 BlackRock Commodity Strategies Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Metals & Mining (continued)
Nucor Corp.		16,867	$	2,866,884
Osisko Gold Royalties Ltd.		171,853		2,517,733
Osisko Mining, Inc.(a)		858,787		1,803,709
Pan American Silver Corp.		220,203		3,448,379
Polymetal International PLC(a)(d)		381,486		43
Polyus PJSC(a)(d)		46,252		5
Predictive Discovery Ltd.(a)		3,506,786		544,521
Rio Tinto PLC		68,706		4,695,895
Rupert Resources Ltd.(a)		67,130		179,581
Rupert Resources Ltd. (Acquired 02/24/23, cost $315,608)(a)(e)		91,372		244,431
Sibanye Stillwater Ltd.		285,639		314,333
Sigma Lithium Corp.(a)(b)		88,034		2,648,254
Skeena Resources Ltd.(a)(b)		236,481		1,059,585
Sociedad Minera Cerro Verde SAA		28,784		898,636
Solaris Resources, Inc.(a)		92,436		344,008
Solaris Resources, Inc.(a)		39,000		145,142
SSAB AB, B Shares		101,812		753,570
SSR Mining, Inc.		199,730		2,356,814
Steel Dynamics, Inc.		23,120		2,754,286
Stelco Holdings, Inc.		36,475		1,185,683
Teck Resources Ltd., Class B		89,418		3,368,619
Titan Mining Corp.		107,731		31,757
Titan Mining Corp.(a)		20,773		6,123
Torex Gold Resources, Inc.(a)		218,046		2,346,049
Trident Royalties PLC(a)		889,832		393,179
Vale SA, ADR		506,036		7,590,540
Wheaton Precious Metals Corp.		263,603		12,889,244
				195,391,802
Oil, Gas & Consumable Fuels — 17.9%
BP PLC		1,314,638		7,992,569
Cameco Corp.		64,762		2,973,871
Canadian Natural Resources Ltd.		105,499		7,044,670
Cenovus Energy, Inc.		237,473		4,212,370
Cheniere Energy, Inc.		39,440		7,183,996
Chevron Corp.		78,227		11,233,397
ConocoPhillips		94,127		10,878,257
Diamondback Energy, Inc.		25,078		3,872,294
Eni SpA		196,318		3,255,442
EOG Resources, Inc.		53,597		6,596,183
Exxon Mobil Corp.		264,378		27,162,196
Galp Energia SGPS SA		94,250		1,400,452
Gazprom PJSC(a)(d)		712,200		79
Hess Corp.		38,906		5,468,627
Kosmos Energy Ltd.(a)		122,204		829,765
Marathon Petroleum Corp.		39,270		5,858,691
Shell PLC		529,593		17,119,018
TC Energy Corp.		61,347		2,300,710
TotalEnergies SE		165,515		11,281,373
Tourmaline Oil Corp.		59,568		2,883,250
Valero Energy Corp.		31,575		3,958,242
Williams Cos., Inc. (The)		173,893		6,397,524
Woodside Energy Group Ltd.		15,987		324,814
				150,227,790
Personal Care Products — 0.3%
Jamieson Wellness, Inc.(c)		94,575		2,090,902
Pharmaceuticals — 0.3%
Zoetis, Inc., Class A		11,998		2,119,687

Security	Shares		Value
Professional Services — 0.3%
Pony Testing International Group Co. Ltd., Class A		599,813	$	1,167,538
SGS SA, Registered Shares		13,200		1,123,358
				2,290,896
Total Common Stocks — 49.7% (Cost: $338,579,056)				417,627,859
Rights
Metals & Mining — 0.0%
Kincross Gold Corp., CVR(a)(d)		11,812		—
Total Rights — 0.0% (Cost: $ —)				—
Warrants(a)
Capital Markets — 0.0%
Agronomics Ltd. (Issued/Exercisable, 1 Share for 1 Warrant, Expires 06/01/24, Strike Price GBP 0.28)		3,014,355		38
Agronomics Ltd. (Issued/Exercisable, 1 Share for 1 Warrant, Expires 12/08/23, Strike Price GBP 0.30)		3,909,350		49
				87
Total Warrants — 0.0% (Cost: $0)				87
Total Long-Term Investments — 49.7%     (Cost: $338,579,056)			417,627,946
Short-Term Securities
Money Market Funds — 1.4%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(f)(g)		5,031,288		5,031,288
SL Liquidity Series, LLC, Money Market Series, 5.56%(f)(g)(h)		7,053,672		7,056,493
				12,087,781
	Par (000)
U.S. Treasury Obligations(i) — 47.7%
U.S. Treasury Bills
5.31%, 12/07/23	USD	68,000		67,940,201
5.42%, 01/04/24		76,000		75,621,600
5.41%, 02/08/24		56,000		55,437,573
5.43%, 02/29/24		79,000		77,964,606
5.49%, 04/11/24		79,000		77,491,030
5.32%, 05/16/24		48,000		46,850,298
				401,305,308
Total Short-Term Securities — 49.1% (Cost: $413,334,856)				413,393,089
Total Investments — 98.8% (Cost: $751,913,912)				831,021,035
Other Assets Less Liabilities — 1.2%			10,292,335
Net Assets — 100.0%			$  841,313,370

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

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

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Consolidated Schedule of Investments  (unaudited) (continued) November 30, 2023 BlackRock Commodity Strategies Fund

^(e)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $1,631,241, representing 0.2% of its net assets as of period end, and an original cost of $1,602,608.

^(f)  Affiliate of the Fund.

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

^(h)  All or a portion of this security was purchased with the cash collateral from loaned securities.

⁽ⁱ⁾  Rates are discount rates or a range of discount rates as of period end.

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost		Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	7,558,334	$	—	$	(2,527,046	)(a)	$	—	$	—		$	5,031,288		5,031,288	$	176,581		$	—
SL Liquidity Series, LLC, Money Market Series		13,698,222		—		(6,646,486	)(a)		8,170		(3,413	)		7,056,493		7,053,672		216,420	(b)		—
								$	8,170	$	(3,413	)	$	12,087,781			$	393,001		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

OTC Total Return Swaps

Paid by the Fund		Received by the Fund		Counterparty	Termination Date		Notional Amount (000)			Value			Upfront Premium Paid (Received)		Unrealized Appreciation (Depreciation)
Rate	Frequency	Reference	Frequency
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	Morgan Stanley & Co. International PLC		01/04/24		USD	4,727	$	(798,463	)	$	—	$	(798,463	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Morgan Stanley & Co. International PLC		01/31/24		USD	2,338		(186,170	)		—		(186,170	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	Morgan Stanley & Co. International PLC		01/31/24		USD	8,367		(2,353,874	)		—		(2,353,874	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Morgan Stanley & Co. International PLC		02/26/24		USD	35,135		(2,176,347	)		—		(2,176,347	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Morgan Stanley & Co. International PLC		02/26/24		USD	101		(3,153	)		—		(3,153	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	Morgan Stanley & Co. International PLC		02/28/24		USD	20,187		(3,284,559	)		—		(3,284,559	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Merrill Lynch International		03/14/24		USD	15,142		(525,375	)		—		(525,375	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Merrill Lynch International		03/14/24		USD	1,841		(22,960	)		—		(22,960	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Morgan Stanley & Co. International PLC		04/01/24		USD	17,905		(700,940	)		—		(700,940	)

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) November 30, 2023 BlackRock Commodity Strategies Fund

OTC Total Return Swaps (continued)

Paid by the Fund		Received by the Fund			Termination Date		Notional Amount (000)						Upfront Premium Paid (Received)		Unrealized Appreciation (Depreciation)
Rate	Frequency	Reference	Frequency	Counterparty						Value
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Morgan Stanley & Co. International PLC		04/01/24		USD	3,352	$	(12,086	)	$	—	$	(12,086	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		04/29/24		USD	4,927		(85,917	)		—		(85,917	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	JPMorgan Chase Bank N.A.		05/02/24		USD	1,846		(212,359	)		—		(212,359	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	JPMorgan Chase Bank N.A.		05/02/24		USD	1,024		1,985			—		1,985
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	JPMorgan Chase Bank N.A.		05/02/24		USD	2,036		(9,485	)		—		(9,485	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Merrill Lynch International		06/10/24		USD	12,756		(16,755	)		—		(16,755	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Merrill Lynch International		06/10/24		USD	2,500		(28,534	)		—		(28,534	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	Societe Generale SA		06/10/24		USD	1,780		18,581			—		18,581
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	Goldman Sachs International		07/01/24		USD	7,652		(165,516	)		—		(165,516	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		07/01/24		USD	296		571			—		571
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	Societe Generale SA		07/01/24		USD	51,285		2,224,834			—		2,224,834
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Societe Generale SA		07/01/24		USD	16,994		(120,724	)		—		(120,724	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		07/19/24		USD	98,878		(3,206,543	)		—		(3,206,543	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Societe Generale SA		07/19/24		USD	9,588		(906,166	)		—		(906,166	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	Societe Generale SA		07/19/24		USD	54,260		85,396			—		85,396
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		07/31/24		USD	96		(9,693	)		—		(9,693	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	Goldman Sachs International		09/03/24		USD	1,344		(153,306	)		—		(153,306	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Merrill Lynch International		09/03/24		USD	2,542		(217,773	)		—		(217,773	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Citibank N.A.		09/25/24		USD	614		6,238			—		6,238
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	Citibank N.A.		09/25/24		USD	205		(4,456	)		—		(4,456	)

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Consolidated Schedule of Investments  (unaudited) (continued) November 30, 2023 BlackRock Commodity Strategies Fund

OTC Total Return Swaps (continued)

Paid by the Fund		Received by the Fund			Termination Date		Notional Amount (000)						Upfront Premium Paid (Received)		Unrealized Appreciation (Depreciation)
Rate	Frequency	Reference	Frequency	Counterparty						Value
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	Goldman Sachs International		09/25/24		USD	512	$	27,737		$	—	$	27,737
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		09/25/24		USD	504		(74,414	)		—		(74,414	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Societe Generale SA		09/25/24		USD	118		(11,823	)		—		(11,823	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		10/02/24		USD	338		(43,268	)		—		(43,268	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	JPMorgan Chase Bank N.A.		10/02/24		USD	75		(2,193	)		—		(2,193	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	Goldman Sachs International		10/11/24		USD	8,614		724,934			—		724,934
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		10/11/24		USD	18,559		(2,008,081	)		—		(2,008,081	)
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRPRT	At Termination	JPMorgan Chase Bank N.A.		12/02/24		USD	2,235		—			—		—
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRINT	At Termination	JPMorgan Chase Bank N.A.		12/02/24		USD	1,300		—			—		—
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRENT	At Termination	JPMorgan Chase Bank N.A.		12/02/24		USD	589		—			—		—
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRAGT	At Termination	Macquarie Bank Ltd.		12/02/24		USD	8,545		—			—		—
3-month U.S. Treasury Bill, 5.41%(a)	At Termination	BCOMRLIT	At Termination	Societe Generale SA		12/02/24		USD	294		—			—		—
										$	(14,250,657	)	$	—	$	(14,250,657	)

^(a)  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.

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

	Swap Premiums Paid		Swap Premiums Received		Unrealized Appreciation		Unrealized Depreciation
OTC Swaps	$	—	$	—	$	3,090,276	$	(17,340,933	)

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) November 30, 2023 BlackRock Commodity Strategies 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
Swaps — OTC
Unrealized appreciation on OTC swaps;
Swap premiums paid	$	3,090,276	$	—	$	—	$	—	$	—	$	—	$	3,090,276
Liabilities — Derivative Financial Instruments
Swaps — OTC
Unrealized depreciation on OTC swaps;
Swap premiums received	$	17,340,933	$	—	$	—	$	—	$	—	$	—	$	17,340,933

For the period ended November 30, 2023, 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:
Swaps	$	(59,599,584	)	$	—	$	—	$	—	$	—	$	—	$	(59,599,584	)
Net Change in Unrealized Appreciation (Depreciation) on:
Swaps	$	76,232,457		$	—	$	—	$	—	$	—	$	—	$	76,232,457

Average Quarterly Balances of Outstanding Derivative Financial Instruments

  Total return swaps     Average notional amount   $459,951,553

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

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
Swaps — OTC(a)	$	3,090,276	$	17,340,933
Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities	$	3,090,276	$	17,340,933
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		—
Total derivative assets and liabilities subject to an MNA	$	3,090,276	$	17,340,933

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

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Consolidated Schedule of Investments  (unaudited) (continued) November 30, 2023 BlackRock Commodity Strategies Fund

The following tables present 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(b)			Cash Collateral Received(b)			Net Amount of Derivative Assets(c)
Citibank N.A.(d)	$	6,238	$	(4,456	)	$	—		$	—		$	1,782
Goldman Sachs International(d)		752,671		(318,822	)		—			—			433,849
JPMorgan Chase Bank N.A(d)		2,556		(2,556	)		—			—			—
Societe Generale SA(d)		2,328,811		(1,038,713	)		—			(1,290,098	)		—
	$	3,090,276	$	(1,364,547	)	$	—		$	(1,290,098	)	$	435,631
Counterparty	Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset(a)			Non- Cash Collateral Pledged(b)			Cash Collateral Pledged(b)			Net Amount of Derivative Liabilities(e)
Citibank N.A.(d)	$	4,456	$	(4,456	)	$	—	��	$	—		$	—
Goldman Sachs International(d)		318,822		(318,822	)		—			—			—
JPMorgan Chase Bank N.A.(d)		5,651,953		(2,556	)		—			(3,310,000	)		2,339,397
Merrill Lynch International(d)		811,397		—			—			(811,397	)		—
Morgan Stanley & Co. International PLC(d)		9,515,592		—			—			(9,515,592	)		—
Societe Generale SA(d)		1,038,713		(1,038,713	)		—			—			—
	$	17,340,933	$	(1,364,547	)	$	—		$	(13,636,989	)	$	2,339,397

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

^(b)  Excess of collateral received/pledged, if any, 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)  Represents derivatives owned by the BlackRock Cayman Commodity Strategies Fund, Ltd., a wholly-owed subsidiary of the Fund. See Note 1 of the Notes to Consolidated Financial Statements.

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

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of financial instruments. For a 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 financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments 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
Biotechnology	$	—	$	365,348	$	—	$	365,348
Capital Markets		1,730,643		—		—		1,730,643
Chemicals		5,481,900		3,135,634		—		8,617,534
Consumer Staples Distribution & Retail		2,559,859		2,045,042		—		4,604,901
Containers & Packaging		4,377,883		2,833,605		—		7,211,488
Electrical Equipment		912,911		—		—		912,911
Energy Equipment & Services		12,437,866		1,406,965		—		13,844,831
Food Products		8,791,797		8,996,333		—		17,788,130
Ground Transportation		853,548		—		—		853,548
Hotels, Restaurants & Leisure		—		1,930,784		—		1,930,784
Machinery		7,063,811		582,853		—		7,646,664
Metals & Mining		139,480,682		55,837,002		74,118		195,391,802
Oil, Gas & Consumable Fuels		108,854,043		41,373,668		79		150,227,790
Personal Care Products		2,090,902		—		—		2,090,902
Pharmaceuticals		2,119,687		—		—		2,119,687
Professional Services		1,167,538		1,123,358		—		2,290,896
Rights		—		—		—		—

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) November 30, 2023 BlackRock Commodity Strategies Fund

Fair Value Hierarchy as of Period End (continued)

	Level 1		Level 2			Level 3		Total
Warrants	$	—	$	87		$	—	$	87
Short-Term Securities
Money Market Funds		5,031,288		—			—		5,031,288
U.S. Treasury Obligations		—		401,305,308			—		401,305,308
	$	302,954,358	$	520,935,987		$	74,197		823,964,542
Investments valued at NAV(a)									7,056,493
								$	831,021,035
Derivative Financial Instruments(b)
Assets
Commodity Contracts	$	—	$	3,090,276		$	—	$	3,090,276
Liabilities
Commodity Contracts		—		(17,340,933	)		—		(17,340,933	)
	$	—	$	(14,250,657	)	$	—	$	(14,250,657	)

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(b)  Derivative financial instruments are swaps. Swaps 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)

November 30, 2023

	BlackRock Commodity Strategies Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	818,933,254
Investments, at value — affiliated(c)		12,087,781
Cash		13,026,726
Cash pledged:
Collateral — OTC derivatives		14,280,000
Foreign currency, at value(d)		26,212
Receivables:
Investments sold		39,962,619
Securities lending income — affiliated		25,585
Capital shares sold		882,229
Dividends — unaffiliated		1,554,596
Dividends — affiliated		21,619
From the Manager		48,054
Unrealized appreciation on OTC swaps		3,090,276
Prepaid expenses		66,837
Total assets		904,005,788
LIABILITIES
Cash received:
Collateral — OTC derivatives		1,320,000
Collateral on securities loaned		7,051,059
Payables:
Investments purchased		30,810,910
Swaps		30,283
Administration fees		29,228
Capital shares redeemed		5,054,746
Deferred foreign capital gain tax		17,563
Investment advisory fees		396,763
Trustees’ and Officer’s fees		6,446
Other accrued expenses		486,472
Professional fees		107,982
Service and distribution fees		40,033
Unrealized depreciation on OTC swaps		17,340,933
Total liabilities		62,692,418
Commitments and contingent liabilities
NET ASSETS	$	841,313,370
NET ASSETS CONSIST OF:
Paid-in capital	$	1,071,648,171
Accumulated loss		(230,334,801	)
NET ASSETS	$	841,313,370
(a) Investments, at cost — unaffiliated	$	739,830,820
(b) Securities loaned, at value	$	6,709,448
(c)  Investments, at cost — affiliated	$	12,083,092
(d) Foreign currency, at cost	$	26,777

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 15

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

November 30, 2023

	BlackRock Commodity Strategies Fund
NET ASSET VALUE
Institutional
Net assets	$	592,905,683
Shares outstanding		69,950,789
Net asset value	$	8.48
Shares authorized		Unlimited
Par value	$	0.001
Investor A
Net assets	$	106,277,079
Shares outstanding		12,672,181
Net asset value	$	8.39
Shares authorized		Unlimited
Par value	$	0.001
Investor C
Net assets	$	21,580,134
Shares outstanding		2,707,221
Net asset value	$	7.97
Shares authorized		Unlimited
Par value	$	0.001
Class K
Net assets	$	120,550,474
Shares outstanding		14,211,172
Net asset value	$	8.48
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 November 30, 2023

	BlackRock Commodity Strategies Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	8,152,825
Dividends — affiliated		176,581
Interest — unaffiliated		12,792,237
Securities lending income — affiliated — net		216,420
Foreign taxes withheld		(448,897	)
Total investment income		20,889,166
EXPENSES
Investment advisory		3,098,899
Transfer agent — class specific		599,362
Service and distribution — class specific		272,910
Administration		206,195
Registration		115,163
Administration — class specific		100,513
Professional		68,538
Accounting services		45,739
Custodian		29,625
Printing and postage		27,993
Trustees and Officer		7,994
Miscellaneous		15,320
Total expenses excluding interest expense		4,588,251
Interest expense		791
Total expenses		4,589,042
Less:
Administration fees waived by the Manager — class specific		(100,513	)
Fees waived and/or reimbursed by the Manager		(257,909	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(383,203	)
Total expenses after fees waived and/or reimbursed		3,847,417
Net investment income		17,041,749
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated(a)		18,560,125
Investments — affiliated		8,170
Foreign currency transactions		(36,296	)
Swaps		(59,599,584	)
		(41,067,585	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated(b)		4,737,950
Investments — affiliated		(3,413	)
Foreign currency translations		9,463
Swaps		76,232,457
		80,976,457
Net realized and unrealized gain		39,908,872
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	56,950,621
(a) Net of foreign capital gain tax of		$(1,164	)
(b) Net of increase in deferred foreign capital gain tax of		(3,473	)

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 17

Consolidated Statements of Changes in Net Assets

	BlackRock Commodity Strategies Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income	$	17,041,749		$	40,845,467
Net realized loss		(41,067,585	)		(3,499,342	)
Net change in unrealized appreciation (depreciation)		80,976,457			(421,860,232	)
Net increase (decrease) in net assets resulting from operations		56,950,621			(384,514,107	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional		(50,571,012	)		(140,578,102	)
Investor A		(7,691,275	)		(16,226,823	)
Investor C		(1,670,676	)		(3,106,978	)
Class K		(9,118,537	)		(24,906,279	)
Decrease in net assets resulting from distributions to shareholders		(69,051,500	)		(184,818,182	)
CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions		(272,431,461	)		(957,833,933	)
NET ASSETS
Total decrease in net assets		(284,532,340	)		(1,527,166,222	)
Beginning of period		1,125,845,710			2,653,011,932
End of period	$	841,313,370		$	1,125,845,710

^(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 Commodity Strategies Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 08/01/19 to 05/31/20			Year Ended 07/31/19			Year Ended 07/31/18
Net asset value, beginning of period	$	8.62		$	11.33		$	9.22		$	6.33		$	7.18		$	7.82		$	7.43
Net investment income(a)		0.15			0.22			0.09			0.07			0.09			0.14	(b)		0.07
Net realized and unrealized gain (loss)		0.29			(2.08	)		2.27			2.88			(0.79	)		(0.64	)		0.37
Net increase (decrease) from investment operations		0.44			(1.86	)		2.36			2.95			(0.70	)		(0.50	)		0.44
Distributions from net investment income(c)		(0.58	)		(0.85	)		(0.25	)		(0.06	)		(0.15	)		(0.14	)		(0.05	)
Net asset value, end of period	$	8.48		$	8.62		$	11.33		$	9.22		$	6.33		$	7.18		$	7.82
Total Return(d)
Based on net asset value		4.97	%(e)		(16.46	)%		26.31	%		46.93	%		(9.96	)%(e)		(6.34	)%		5.97	%
Ratios to Average Net Assets(f)
Total expenses		0.88	%(g)		0.83	%		0.82	%		0.90	%		1.04	%(g)		1.01	%		1.14	%
Total expenses after fees waived and/or reimbursed		0.72	%(g)		0.72	%		0.72	%		0.72	%		0.72	%(g)		0.72	%		0.88	%
Net investment income		3.44	%(g)		2.37	%		0.95	%		0.90	%		1.61	%(g)		1.90	%(b)		0.90	%
Supplemental Data
Net assets, end of period (000)	$	592,906		$	837,334		$	2,061,348		$	862,528		$	104,275		$	145,239		$	200,786
Portfolio turnover rate		24	%		78	%		91	%(h)		58	%		72	%		76	%		110	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets includes $0.01 per share and 0.13%, respectively, resulting from a special dividend.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Portfolio turnover rate excludes in-kind transactions.

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  H I G H L I G H T S 19

Consolidated Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Commodity Strategies Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 08/01/19 to 05/31/20			Year Ended 07/31/19			Year Ended 07/31/18
Net asset value, beginning of period	$	8.53		$	11.23		$	9.14		$	6.28		$	7.12		$	7.74		$	7.36
Net investment income(a)		0.14			0.20			0.07			0.05			0.08			0.12	(b)		0.06
Net realized and unrealized gain (loss)		0.29			(2.07	)		2.25			2.86			(0.79	)		(0.63	)		0.36
Net increase (decrease) from investment operations		0.43			(1.87	)		2.32			2.91			(0.71	)		(0.51	)		0.42
Distributions from net investment income(c)		(0.57	)		(0.83	)		(0.23	)		(0.05	)		(0.13	)		(0.11	)		(0.04	)
Net asset value, end of period	$	8.39		$	8.53		$	11.23		$	9.14		$	6.28		$	7.12		$	7.74
Total Return(d)
Based on net asset value		4.90	%(e)		(16.76	)%		26.06	%		46.53	%		(10.18	)%(e)		(6.50	)%		5.69	%
Ratios to Average Net Assets(f)
Total expenses		1.11	%(g)		1.07	%		1.13	%		1.18	%		1.40	%(g)		1.38	%		1.55	%
Total expenses after fees waived and/or reimbursed		0.97	%(g)		0.97	%		0.97	%		0.97	%		0.97	%(g)		0.97	%		1.11	%
Net investment income		3.22	%(g)		2.15	%		0.68	%		0.62	%		1.38	%(g)		1.68	%(b)		0.73	%
Supplemental Data
Net assets, end of period (000)	$	106,277		$	120,674		$	236,887		$	127,923		$	23,628		$	33,853		$	56,622
Portfolio turnover rate		24	%		78	%		91	%(h)		58	%		72	%		76	%		110	%

^(a)  Based on average shares outstanding.

^(b)  Net investment income per share and the ratio of net investment income to average net assets includes $0.01 per share and 0.13%, respectively, resulting from a special dividend.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Portfolio turnover rate excludes in-kind transactions.

See notes to consolidated financial statements.

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Consolidated Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Commodity Strategies Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 08/01/19 to 05/31/20			Year Ended 07/31/19			Year Ended 07/31/18
Net asset value, beginning of period	$	8.13		$	10.75		$	8.78		$	6.04		$	6.84		$	7.45		$	7.10
Net investment income (loss)(a)		0.10			0.13			(0.00	)(b)		(0.01	)		0.03			0.06	(c)		(0.00	)(b)
Net realized and unrealized gain (loss)		0.28			(1.98	)		2.15			2.75			(0.76	)		(0.60	)		0.35
Net increase (decrease) from investment operations		0.38			(1.85	)		2.15			2.74			(0.73	)		(0.54	)		0.35
Distributions from net investment income(d)		(0.54	)		(0.77	)		(0.18	)		(0.00	)(b)		(0.07	)		(0.07	)		—
Net asset value, end of period	$	7.97		$	8.13		$	10.75		$	8.78		$	6.04		$	6.84		$	7.45
Total Return(e)
Based on net asset value		4.45	%(f)		(17.34	)%		25.06	%		45.48	%		(10.80	)%(f)		(7.19	)%		4.93	%
Ratios to Average Net Assets(g)
Total expenses		1.86	%(h)		1.80	%		1.81	%		1.96	%		2.07	%(h)		2.11	%		2.20	%
Total expenses after fees waived and/or reimbursed		1.72	%(h)		1.72	%		1.72	%		1.72	%		1.72	%(h)		1.72	%		1.87	%
Net investment income (loss)		2.44	%(h)		1.49	%		(0.04	)%		(0.15	)%		0.63	%(h)		0.92	%(c)		(0.05	)%
Supplemental Data
Net assets, end of period (000)	$	21,580		$	29,758		$	42,138		$	16,246		$	4,255		$	5,832		$	7,562
Portfolio turnover rate		24	%		78	%		91	%(i)		58	%		72	%		76	%		110	%

^(a)  Based on average shares outstanding.

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

^(c)  Net investment income per share and the ratio of net investment income to average net assets includes $0.01 per share and 0.13%, respectively, resulting from a special dividend.

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

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

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

⁽ⁱ⁾  Portfolio turnover rate excludes in-kind transactions.

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  H I G H L I G H T S 21

Consolidated Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Commodity Strategies Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Year Ended 05/31/21			Period from 08/01/19 to 05/31/20			Year Ended 07/31/19			Period from 01/25/18 to 7/31/18	(a)
Net asset value, beginning of period	$	8.62		$	11.34		$	9.22		$	6.34		$	7.19		$	7.83		$	8.27
Net investment income(b)		0.15			0.23			0.10			0.06			0.09			0.14	(c)		0.07
Net realized and unrealized gain (loss)		0.29			(2.09	)		2.27			2.89			(0.79	)		(0.63	)		(0.51	)
Net increase (decrease) from investment operations		0.44			(1.86	)		2.37			2.95			(0.70	)		(0.49	)		(0.44	)
Distributions from net investment income(d)		(0.58	)		(0.86	)		(0.25	)		(0.07	)		(0.15	)		(0.15	)		—
Net asset value, end of period	$	8.48		$	8.62		$	11.34		$	9.22		$	6.34		$	7.19		$	7.83
Total Return(e)
Based on net asset value		4.99	%(f)		(16.48	)%		26.47	%		46.76	%		(9.90	)%(f)		(6.28	)%		(5.32	)%(f)
Ratios to Average Net Assets(g)
Total expenses		0.78	%(h)		0.72	%		0.72	%		0.80	%		0.95	%(h)		0.96	%		0.92	%(h)(i)
Total expenses after fees waived and/or reimbursed		0.67	%(h)		0.67	%		0.67	%		0.67	%		0.67	%(h)		0.67	%		0.74	%(h)(i)
Net investment income		3.52	%(h)		2.42	%		1.02	%		0.76	%		1.60	%(h)		1.97	%(c)		1.80	%(h)
Supplemental Data
Net assets, end of period (000)	$	120,550		$	138,079		$	312,639		$	197,360		$	25,283		$	22,520		$	22,750
Portfolio turnover rate		24	%		78	%		91	%(j)		58	%		72	%		76	%		110	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

^(c)  Net investment income per share and the ratio of net investment income to average net assets includes $0.01 per share and 0.13%, respectively, resulting from a special dividend.

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

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

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

⁽ⁱ⁾  Offering and board realignment and consolidation costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses and total expenses after fees waived and/or reimbursed would have been 0.93% and 0.76%, respectively.

^(j)  Portfolio turnover rate excludes in-kind transactions.

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 Commodity Strategies 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 and Class K 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 and Class K Shares	No		No		None
Investor A Shares	Yes		No	(a)	None
Investor C Shares	No		Yes	(b)	To Investor A Shares after approximately 8 years

^(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.

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 funds referred to as the BlackRock Multi-Asset Complex.

Basis of Consolidation: The accompanying consolidated financial statements of the Fund include the accounts of BlackRock Cayman Commodity Strategies Fund, Ltd. (the “Cayman Subsidiary”), which is a wholly-owned subsidiary of the Fund and primarily invests in commodity-related instruments and other derivatives. The Cayman 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 Cayman Subsidiary. The net liabilities of the Cayman Subsidiary as of period end were $(1,581,712), which is (0.19)% of the Fund’s consolidated net assets. Intercompany accounts and transactions, if any, have been eliminated. The Cayman Subsidiary is subject to the same investment policies and restrictions that apply to the Fund, except that the Cayman 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 dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Fund is informed of the ex-dividend dates. 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 Currency Translation: 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 November 30, 2023, if any, are disclosed in the Consolidated Statement of Assets and Liabilities.

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Notes to Consolidated Financial Statements (unaudited) (continued)

The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Consolidated Statement of Operations includes tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Bank Overdraft: The Fund had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Fund is obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Consolidated Statement of Operations.

Collateralization: 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.

Distributions: Distributions paid by the Fund are recorded on the ex-dividend dates. 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 Cayman Subsidiary are treated as ordinary income for tax purposes. If a net loss is realized by the Cayman 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.

The Fund has an arrangement with its custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Fund may incur charges on overdrafts, subject to certain conditions.

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 consolidated 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 a 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 Board of Trustees of the Trust (the “Board”) has approved the designation of the Fund’s Manager as the valuation designee for the Fund. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. 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 the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

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 price or current market quotations provided by independent dealers or third-party pricing services. 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 unless the Manager determines such method does not represent fair value.

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

• The Fund values its investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets.

• 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.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Fund uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

If events (e.g., 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 application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued

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Notes to Consolidated Financial Statements  (unaudited) (continued)

Investments”). The fair valuation approaches that may be used by the Valuation Committee 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 Valuation Committee 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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

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

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

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

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); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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 Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies 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.

As of November 30, 2023, certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

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

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Notes to Consolidated Financial Statements (unaudited) (continued)

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Consolidated Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Fund’s Consolidated Schedule of Investments. The market value of any securities on loan and the value of related collateral, if any, are shown separately in the Consolidated StatementConsolidated of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Fund’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
Barclays Capital, Inc.	$	189,045	$	(189,045	)	$	—		$	—
BofA Securities, Inc.		9,250		(9,250	)		—			—
J.P. Morgan Securities LLC		1,665,141		(1,665,141	)		—			—
Jefferies LLC		55,503		(55,503	)		—			—
Morgan Stanley		4,682,258		(4,682,258	)		—			—
SG Americas Securities LLC		108,251		(108,251	)		—			—
	$	6,709,448	$	(6,709,448	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed in the Fund’s Consolidated Statement of Assets and Liabilities.

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

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 over-the-counter (“OTC”).

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.

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Notes to Consolidated Financial Statements  (unaudited) (continued)

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.

Swap transactions involve, to varying degrees, elements of interest rate, credit and market risks 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, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract 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		0.62	%
$1 billion - $3 billion		0.58
$3 billion - $5 billion		0.56
$5 billion - $10 billion		0.54
Greater than $10 billion		0.53

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Notes to Consolidated Financial Statements  (unaudited) (continued)

The Manager provides investment management and other services to the Cayman Subsidiary. The Manager does not receive separate compensation from the Cayman 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 Cayman Subsidiary.

With respect to the Fund, the Manager entered into a sub-advisory agreement with BlackRock International Limited (“BIL”), an affiliate of the Manager. The Manager pays BIL for services it provides for that portion of the Fund for which BIL 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	%

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 November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:

	Investor A		Investor C		Total
Service and distribution — class specific	$	145,100	$	127,810	$	272,910

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 November 30, 2023, the Fund paid the following to the Manager in return for these services, which are included in administration — class specific in the Consolidated Statement of Operations:

	Institutional		Investor A		Investor C		Class K		Total
Administration — class specific	$	72,900	$	11,589	$	2,557	$	13,467	$	100,513

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 November 30, 2023, 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 November 30, 2023, 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		Class K		Total
Reimbursed amounts	$	3,991	$	3,323	$	719	$	650	$	8,683

For the six months ended November 30, 2023, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

	Institutional		Investor A		Investor C		Class K		Total
Transfer agent — class specific	$	495,254	$	65,854	$	14,285	$	23,969	$	599,362

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares for a total of $1,233.

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Notes to Consolidated Financial Statements  (unaudited) (continued)

For the six months ended November 30, 2023, affiliates received CDSCs as follows:

Share Class	Amounts
Investor A	$	1,793
Investor C		2,943

Expense Limitations, Waivers and Reimbursements: 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 June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, 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 November 30, 2023, the amount waived was $2,637.

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 and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. 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. For the six months ended November 30, 2023, there were no fees waived by the Manager pursuant to this arrangement.

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:

Institutional	Investor A			Investor C			Class K
0.72%		0.97	%		1.72	%		0.67	%

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2025 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 November 30, 2023, the Manager waived and/or reimbursed investment advisory fees of $255,272, which is included in fees waived and/or reimbursed by the Manager in the Consolidated Statement of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager — class specific, respectively, in the Consolidated Statement of Operations. For the six months ended November 30, 2023, class specific expense waivers and/or reimbursements are as follows:

	Institutional		Investor A		Investor C		Class K		Total
Administration fees waived by the Manager — class specific	$	72,900	$	11,589	$	2,557	$	13,467	$	100,513
Transfer agent fees waived and/or reimbursed by the Manager — class specific		313,580		37,413		8,241		23,969		383,203

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, Money Market Series, managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Fund. The Money Market Series may impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, the Fund retains 82% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by the Fund is shown as securities lending income — affiliated — net in the Consolidated Statement of Operations. For the six months ended November 30, 2023, the Fund paid BIM $43,118 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the 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.

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Notes to Consolidated Financial Statements  (unaudited) (continued)

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

During the six months ended November 30, 2023, 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.

7. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term securities, were $118,309,987 and $273,069,972, 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 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 November 30, 2023, 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 May 31, 2023, the Fund had non-expiring capital loss carryforwards available to offset future realized capital gains of $231,406,260.

As of November 30, 2023, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
BlackRock Commodity Strategies Fund	$	791,809,900	$	71,917,950	$	(46,957,472	)	$	24,960,478

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 party to a 364-day, $2.50 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) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (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 or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2024 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 November 30, 2023, 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; (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.

The Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

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Notes to Consolidated Financial Statements  (unaudited) (continued)

Market Risk: 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.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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.

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

Counterparty Credit Risk: 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.

Geographic/Asset Class 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 securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Consolidated Schedule of Investments.

The Fund invests a significant portion of its assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

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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 11/30/23						Year Ended 05/31/23
Share Class	Shares			Amount			Shares			Amount
Institutional
Shares sold		7,888,467		$	68,500,202			48,377,579		$	467,663,752
Shares issued in reinvestment of distributions		5,484,211			47,548,112			15,381,433			135,103,945
Shares redeemed		(40,598,240	)		(352,396,024	)		(148,478,047	)		(1,392,777,097	)
		(27,225,562	)	$	(236,347,710	)		(84,719,035	)	$	(790,009,400	)
Investor A
Shares sold and automatic conversion of shares		719,029		$	6,178,603			3,826,409		$	36,751,196
Shares issued in reinvestment of distributions		878,237			7,544,053			1,826,612			15,892,675
Shares redeemed		(3,069,119	)		(26,350,308	)		(12,608,372	)		(117,252,987	)
		(1,471,853	)	$	(12,627,652	)		(6,955,351	)	$	(64,609,116	)
Investor C
Shares sold		84,006		$	689,656			998,622		$	9,407,731
Shares issued in reinvestment of distributions		204,072			1,669,308			373,610			3,106,485
Shares redeemed and automatic conversion of shares		(1,240,055	)		(10,209,818	)		(1,631,866	)		(14,422,937	)
		(951,977	)	$	(7,850,854	)		(259,634	)	$	(1,908,721	)
Class K
Shares sold		2,437,220		$	21,294,695			8,292,838		$	85,776,294
Shares issued in reinvestment of distributions		1,050,199			9,115,723			2,834,330			24,904,192
Shares redeemed		(5,289,313	)		(46,015,663	)		(22,680,846	)		(211,987,182	)
		(1,801,894	)	$	(15,605,245	)		(11,553,678	)	$	(101,306,696	)
		(31,451,286	)	$	(272,431,461	)		(103,487,698	)	$	(957,833,933	)

12. SUBSEQUENT EVENTS

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

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Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds^SM (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Commodity Strategies Fund (the “Fund”), a series of the Trust, which is reasonably designed to assess and manage the Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trust, on behalf of the Fund, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for the Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of the Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing the Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish the Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to the Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing the Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish the Fund’s reasonably anticipated trading size utilized for liquidity classifications. The Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to the Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the Fund, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

S T A T E M E N T  R E G A R D I N G  L I Q U I D I T Y  R I S K  M A N A G E M E N T  P R O G R A M 33

Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices 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. Additionally, the Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and 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 without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) 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.

34 2 0 2 3   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

Additional Information  (continued)

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

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

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

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

Fund and Service Providers

Investment Adviser and Administrator	Distributor
BlackRock Advisors, LLC	BlackRock Investments, LLC
Wilmington, DE 19809	New York, NY 10001
Sub-Adviser	Independent Registered Public Accounting Firm
BlackRock International Limited	Deloitte & Touche LLP
Edinburgh, EH3 8BL	Boston, MA 02116
United Kingdom
	Legal Counsel
Accounting Agent and Transfer Agent	Sidley Austin LLP
BNY Mellon Investment Servicing (US) Inc.	New York, NY 10019
Wilmington, DE 19809
	Address of the Trust
Custodian	100 Bellevue Parkway
The Bank of New York Mellon	Wilmington, DE 19809
New York, NY 10286

A D D I T I O N A L  I N F O R M A T I O N 35

Glossary of Terms Used in this Report

Currency Abbreviation

GBP	British Pound
USD	United States Dollar
Portfolio Abbreviation
ADR	American Depositary Receipt
BCOMRAGT	Bloomberg Roll Select Agriculture Subindex Total ReturnSM
BCOMRENT	Bloomberg Roll Select Energy Subindex Total ReturnSM
BCOMRINT	Bloomberg Roll Select Industrial Metals Subindex Total ReturnSM
BCOMRLIT	Bloomberg Roll Select Livestock Subindex Total ReturnSM
BCOMRPRT	Bloomberg Roll Select Precious Metals Subindex Total ReturnSM
CDI	CREST Depository Interest
CVR	Contingent Value Rights
OTC	Over-the-Counter

36 2 0 2 3   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

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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.

CSF-11/23-SAR

NOVEMBER 30, 2023

2023 Semi-Annual Report

(Unaudited)

BlackRock Funds^SM

· BlackRock SMID-Cap Growth Equity Fund

Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month		12-Month
U.S. large cap equities (S&P 500® Index)		10.17%		13.84%
U.S. small cap equities (Russell 2000® Index)		4.24		(2.57)
International equities (MSCI Europe, Australasia, Far East Index)		5.12		12.36
Emerging market equities (MSCI Emerging Markets Index)		4.60		4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)		2.69		4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)		(3.98)		(2.27)
U.S. investment grade bonds  (Bloomberg U.S. Aggregate Bond Index)		(0.80)		1.18
Tax-exempt municipal bonds  (Bloomberg Municipal Bond Index)		2.29		4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)		5.52		8.69
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 THIS  PAGE  IS  NOT  PART  OF  YOUR  FUND  REPORT

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		6
Disclosure of Expenses		6
Financial Statements:
Schedule of Investments		7
Statement of Assets and Liabilities		11
Statement of Operations		13
Statements of Changes in Net Assets		14
Financial Highlights		15
Notes to Financial Statements		18
Statement Regarding Liquidity Risk Management Program		25
Additional Information		26

3

Fund Summary as of November 30, 2023 BlackRock SMID-Cap Growth Equity Fund

Investment Objective

BlackRock SMID-Cap Growth Equity Fund’s (the “Fund”) investment objective is long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes underperformed its benchmark, the Russell 2500^TM Growth Index.

What factors influenced performance?

The largest detractors from the Fund’s performance relative to the benchmark included stock selection in the consumer discretionary and consumer staples sectors, along with positioning in the energy sector. In consumer discretionary, stock selection among hotels, restaurants and leisure, specifically an off-benchmark position in online casino technology company Evolution AB, detracted from relative performance. In consumer staples, an overweight position in Beauty Health Co. within the personal care products industry detracted from relative performance. Lastly, within energy a lack of exposure to the energy equipment and services industry weighed on relative performance.

The largest positive contributors to the Fund’s relative performance over the period included security selection in the financials and industrials sectors, along with positioning in healthcare. In financials, an off-benchmark position in Tradeweb Markets, Inc. in the capital markets industry added to performance. In industrials, an overweight to the ground transportation industry, specifically Saia, Inc., contributed to performance. Lastly, positioning in the healthcare sector proved beneficial, most notably underweighting the biotechnology industry.

Describe recent portfolio activity.

During the period, exposure to industrials increased with an allocation to the trading companies and distributors sub-sector. Exposure to the consumer staples sector increased as well. Conversely, the allocation to consumer discretionary decreased the most, driven by reduced exposure to hotels, restaurants and leisure. Exposure to the healthcare sector declined as well.

Describe portfolio positioning at period end.

Relative to the Russell 2500^TM Growth Index, at the end of the reporting period the Fund’s largest overweight was in the industrials sector, followed by information technology and consumer discretionary. Conversely, the healthcare sector was the largest underweight, followed by materials and consumer staples.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						Since Inception(c)
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		0.97	%		1.42	%		N/A			(20.63	)%		N/A
Investor A		0.89			1.25			(4.07	)%		(20.83	)		(22.57	)%
Class K		1.06			1.60			N/A			(20.54	)		N/A
Russell 2500™ Growth Index(d)		1.83			0.64			N/A			(10.70	)		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 invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities issued by U.S. small- and mid-capitalization companies which Fund management believes have above-average earnings growth potential, and derivatives that have similar economic characteristics to such equity securities.

^(c)  The Fund commenced operations on June 29, 2021.

^(d)  An index that measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500^™ companies with higher growth earning potential as defined by FTSE Russell’s leading style methodology.

N/A - Not applicable as 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.

4 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Fund Summary as of November 30, 2023 (continued) BlackRock SMID-Cap Growth Equity Fund

Expense Example

	Actual					Hypothetical 5% Return
		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)		Beginning Account Value (06/01/23)	Ending Account Value (11/30/23)	Expenses Paid During the Period	(a)	Annualized Expense Ratio
Institutional		$      1,000.00	$      1,009.70	$      4.28			$      1,000.00	$      1,020.74	$      4.29		0.85	%
Investor A		1,000.00	1,008.90	5.54			1,000.00	1,019.49	5.55		1.10
Class K		1,000.00	1,010.60	3.78			1,000.00	1,021.24	3.79		0.75

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of Net Assets
Axon Enterprise, Inc.		4.0	%
Bentley Systems, Inc., Class B		2.6
Entegris, Inc.		2.6
Saia, Inc.		2.5
Globant SA		2.4
Bio-Techne Corp.		2.4
Tradeweb Markets, Inc., Class A		2.4
Floor & Decor Holdings, Inc., Class A		2.3
Planet Fitness, Inc., Class A		2.3
ASM International NV		2.3

SECTOR ALLOCATION
Sector(b)	Percent of Net Assets
Industrials		26.3	%
Information Technology		26.3
Consumer Discretionary		16.4
Health Care		15.2
Financials		7.3
Communication Services		3.9
Energy		2.5
Consumer Staples		1.5
Other (each representing less than 1%)		0.3
Short-Term Securities		2.2
Liabilities in Excess of Other Assets		(1.9	)

^(a)  Excludes short-term securities.

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

FUND   SUMMARY 5

About Fund Performance

Institutional and Class K 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.

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 table(s) 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 waiver(s) and/or reimbursement(s), 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 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 at the beginning of the period and held through the end of the period) 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. Annualized expense ratios reflect contractual and voluntary fee waivers, if any. 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.

6 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) November 30, 2023 BlackRock SMID-Cap Growth Equity Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 5.9%
Axon Enterprise, Inc.(a)		1,520	$	349,403
HEICO Corp.		940		160,768
				510,171
Air Freight & Logistics — 1.2%
GXO Logistics, Inc.(a)		1,825		102,675
Automobile Components — 1.4%
Fox Factory Holding Corp.(a)		1,868		116,769
Beverages — 1.2%
Davide Campari-Milano NV		9,677		105,695
Biotechnology — 1.3%
Halozyme Therapeutics, Inc.(a)		2,899		111,930
Broadline Retail — 0.3%
Etsy, Inc.(a)		362		27,443
Building Products — 1.3%
AZEK Co., Inc. (The), Class A(a)		3,263		112,541
Capital Markets — 7.2%
Carlyle Group, Inc. (The)		663		22,728
MarketAxess Holdings, Inc.		309		74,197
Morningstar, Inc.		546		154,715
TPG, Inc., Class A		4,714		164,990
Tradeweb Markets, Inc., Class A		2,115		204,943
				621,573
Commercial Services & Supplies — 2.9%
Casella Waste Systems, Inc., Class A(a)		1,671		135,150
GFL Environmental, Inc.		3,914		112,332
				247,482
Construction & Engineering — 3.6%
Comfort Systems U.S.A., Inc.(b)		850		164,543
WillScot Mobile Mini Holdings Corp.(a)		3,564		148,690
				313,233
Distributors — 1.2%
Pool Corp.		303		105,238
Diversified Consumer Services — 3.6%
Bright Horizons Family Solutions, Inc.(a)		922		80,620
Duolingo, Inc., Class A(a)		750		159,217
European Wax Center, Inc., Class A(a)		1,746		24,933
Mister Car Wash, Inc.(a)		6,530		47,538
				312,308
Entertainment — 3.5%
Liberty Media Corp. - Liberty Formula One, Class C(a)		2,686		170,991
Live Nation Entertainment, Inc.(a)		1,615		136,015
				307,006
Financial Services — 0.2%
Jack Henry & Associates, Inc.		92		14,600
Food Products — 0.3%
Freshpet, Inc.(a)		377		26,748
Ground Transportation — 2.5%
Saia, Inc.(a)		553		215,886
Health Care Equipment & Supplies — 3.1%
Align Technology, Inc.(a)		564		120,583
Inmode Ltd.(a)		785		18,644

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Inspire Medical Systems, Inc.(a)		216	$	31,387
Teleflex, Inc.		420		94,790
				265,404
Health Care Providers & Services — 1.2%
Surgery Partners, Inc.(a)		3,199		104,767
Health Care Technology — 0.5%
Certara, Inc.(a)		1,103		15,894
Phreesia, Inc.(a)		1,901		29,295
				45,189
Hotels, Restaurants & Leisure — 6.1%
Churchill Downs, Inc.		1,278		147,954
Domino’s Pizza, Inc.		41		16,109
Penn Entertainment, Inc.(a)		922		22,644
Planet Fitness, Inc., Class A(a)		2,914		197,977
Vail Resorts, Inc.		662		143,859
				528,543
Industrial REITs — 0.3%
Rexford Industrial Realty, Inc.		543		26,726
Interactive Media & Services — 0.4%
Match Group, Inc.(a)		988		31,991
IT Services — 5.0%
DigitalOcean Holdings, Inc.(a)		2,011		59,566
Globant SA(a)		936		206,669
MongoDB, Inc., Class A(a)		405		168,374
				434,609
Life Sciences Tools & Services — 9.1%
Azenta, Inc.(a)		1,110		62,571
Bio-Techne Corp.		3,278		206,186
Charles River Laboratories International, Inc.(a)		762		150,175
Repligen Corp.(a)		1,251		196,720
West Pharmaceutical Services, Inc.		482		169,066
				784,718
Machinery — 3.8%
AutoStore Holdings Ltd.(a)(c)		56,895		94,674
Graco, Inc.		1,763		142,415
IDEX Corp.		465		93,781
				330,870
Oil, Gas & Consumable Fuels — 2.5%
Diamondback Energy, Inc.		449		69,330
EQT Corp.		1,440		57,543
Texas Pacific Land Corp.		54		90,285
				217,158
Professional Services — 3.5%
Booz Allen Hamilton Holding Corp., Class A		1,561		195,328
Fiverr International Ltd.(a)		1,594		41,587
Paylocity Holding Corp.(a)		446		69,875
				306,790
Semiconductors & Semiconductor Equipment — 8.8%
ASM International NV		384		197,227
Entegris, Inc.		2,130		222,372
Lattice Semiconductor Corp.(a)		2,550		149,303
Monolithic Power Systems, Inc.		351		192,601
				761,503
Software — 12.4%
ANSYS, Inc.(a)		490		143,746
Aspen Technology, Inc.(a)		804		151,361
Bentley Systems, Inc., Class B		4,311		224,431

SCHEDULE  OF  INVESTMENTS 7

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock SMID-Cap Growth Equity Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Software (continued)
Confluent, Inc., Class A(a)		5,231	$	111,002
Five9, Inc.(a)		361		27,515
HubSpot, Inc.(a)		277		136,819
JFrog Ltd.(a)		2,626		70,849
PagerDuty, Inc.(a)		1,410		30,738
Zscaler, Inc.(a)		915		180,740
				1,077,201
Specialty Retail — 2.3%
Floor & Decor Holdings, Inc., Class A(a)		2,180		199,928
Textiles, Apparel & Luxury Goods — 1.5%
Figs, Inc., Class A(a)		2,878		20,894
On Holding AG, Class A(a)		3,829		111,080
				131,974
Trading Companies & Distributors — 1.6%
SiteOne Landscape Supply, Inc.(a)		974		137,159
Total Long-Term Investments — 99.7%
(Cost: $8,920,433)				8,635,828
Short-Term Securities
Money Market Funds — 2.2%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(d)(e)		31,847		31,847
SL Liquidity Series, LLC, Money Market Series, 5.56%(d)(e)(f)		156,278		156,400
Total Short-Term Securities — 2.2% (Cost: $188,217)				188,247
Total Investments — 101.9% (Cost: $9,108,650)				8,824,075
Liabilities in Excess of Other Assets — (1.9)%				(167,222	)
Net Assets — 100.0%			$	8,656,853

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

^(d)  Affiliate of the Fund.

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

^(f)  All or a portion of this security was purchased with the cash collateral from loaned securities.

8 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock SMID-Cap Growth Equity Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	7,120	$	24,727	(a)	$	—		$	—	$	—	$	31,847		31,847	$	794		$	—
SL Liquidity Series, LLC, Money Market Series		660,597		—			(504,341	)(a)		114		30		156,400		156,278		1,237	(b)		—
									$	114	$	30	$	188,247			$	2,031		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	510,171	$	—	$	—	$	510,171
Air Freight & Logistics		102,675		—		—		102,675
Automobile Components		116,769		—		—		116,769
Beverages		—		105,695		—		105,695
Biotechnology		111,930		—		—		111,930
Broadline Retail		27,443		—		—		27,443
Building Products		112,541		—		—		112,541
Capital Markets		621,573		—		—		621,573
Commercial Services & Supplies		247,482		—		—		247,482
Construction & Engineering		313,233		—		—		313,233
Distributors		105,238		—		—		105,238
Diversified Consumer Services		312,308		—		—		312,308
Entertainment		307,006		—		—		307,006
Financial Services		14,600		—		—		14,600
Food Products		26,748		—		—		26,748
Ground Transportation		215,886		—		—		215,886
Health Care Equipment & Supplies		265,404		—		—		265,404
Health Care Providers & Services		104,767		—		—		104,767
Health Care Technology		45,189		—		—		45,189
Hotels, Restaurants & Leisure		528,543		—		—		528,543
Industrial REITs		26,726		—		—		26,726
Interactive Media & Services		31,991		—		—		31,991
IT Services		434,609		—		—		434,609
Life Sciences Tools & Services		784,718		—		—		784,718
Machinery		236,196		94,674		—		330,870
Oil, Gas & Consumable Fuels		217,158		—		—		217,158
Professional Services		306,790		—		—		306,790
Semiconductors & Semiconductor Equipment		564,276		197,227		—		761,503
Software		1,077,201		—		—		1,077,201
Specialty Retail		199,928		—		—		199,928

SCHEDULE    OF   INVESTMENTS 9

Schedule of Investments (unaudited) (continued) November 30, 2023 BlackRock SMID-Cap Growth Equity Fund

Fair Value Hierarchy as of Period End (continued)

	Level 1		Level 2		Level 3		Total
Common Stocks (continued)
Textiles, Apparel & Luxury Goods	$	131,974	$	—	$	—	$	131,974
Trading Companies & Distributors		137,159		—		—		137,159
Short-Term Securities
Money Market Funds		31,847		—		—		31,847
	$	8,270,079	$	397,596	$	—		8,667,675
Investments valued at NAV(a)								156,400
							$	8,824,075
(a) Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

See notes to financial statements.

10 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statement of Assets and Liabilities (unaudited)

November 30, 2023

	BlackRock SMID-Cap Growth Equity Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	8,635,828
Investments, at value — affiliated(c)		188,247
Receivables:
Securities lending income — affiliated		589
Dividends — unaffiliated		4,268
Dividends — affiliated		158
From the Manager		1,937
Total assets		8,831,027
LIABILITIES
Collateral on securities loaned		156,542
Payables:
Administration fees		354
Investment advisory fees		4,767
Trustees’ and Officer’s fees		3,131
Professional fees		9,358
Service fees		22
Total liabilities		174,174
Commitments and contingent liabilities
NET ASSETS	$	8,656,853
NET ASSETS CONSIST OF:
Paid-in capital	$	15,020,500
Accumulated loss		(6,363,647	)
NET ASSETS	$	8,656,853
(a) Investments, at cost — unaffiliated	$	8,920,433
(b) Securities loaned, at value	$	154,864
(c)  Investments, at cost — affiliated	$	188,217

FINANCIAL  STATEMENTS 11

Statement of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock SMID-Cap Growth Equity Fund
NET ASSET VALUE
Institutional
Net assets	$	59,530
Shares outstanding		5,207
Net asset value	$	11.43
Shares authorized		Unlimited
Par value	$	0.001
Investor A
Net assets	$	114,882
Shares outstanding		10,109
Net asset value	$	11.36
Shares authorized		Unlimited
Par value	$	0.001
Class K
Net assets	$	8,482,441
Shares outstanding		740,057
Net asset value	$	11.46
Shares authorized		Unlimited
Par value	$	0.001

See notes to financial statements.

12 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statement of Operations (unaudited)

Six Months Ended November 30, 2023

	BlackRock SMID-Cap Growth Equity Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	19,250
Dividends — affiliated		794
Securities lending income — affiliated — net		1,237
Foreign taxes withheld		(15	)
Total investment income		21,266
EXPENSES
Investment advisory		30,827
Professional		9,178
Trustees and Officer		4,160
Administration — class specific		2,287
Service — class specific		137
Miscellaneous		58
Total expenses		46,647
Less:
Fees waived and/or reimbursed by the Manager		(13,349	)
Total expenses after fees waived and/or reimbursed		33,298
Net investment loss		(12,032	)
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		(528,082	)
Investments — affiliated		114
Foreign currency transactions		20
		(527,948	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		627,507
Investments — affiliated		30
Foreign currency translations		79
		627,616
Net realized and unrealized gain		99,668
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	87,636

See notes to financial statements.

FINANCIAL  STATEMENTS 13

Statements of Changes in Net Assets

	BlackRock SMID-Cap Growth Equity Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment loss	$	(12,032	)	$	(22,154	)
Net realized loss		(527,948	)		(2,544,666	)
Net change in unrealized appreciation (depreciation)		627,616			2,465,040
Net increase (decrease) in net assets resulting from operations		87,636			(101,780	)
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions		36,130			(17,247	)
NET ASSETS
Total increase (decrease) in net assets		123,766			(119,027	)
Beginning of period		8,533,087			8,652,114
End of period	$	8,656,853		$	8,533,087

See notes to financial statements.

14 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock SMID-Cap Growth Equity Fund
	Institutional
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 06/29/21 to 05/31/22	(a)
Net asset value, beginning of period	$	11.32		$	11.45		$	20.00
Net investment loss(b)		(0.02	)		(0.04	)		(0.09	)
Net realized and unrealized gain (loss)		0.13			(0.09	)		(8.46	)
Net increase (decrease) from investment operations		0.11			(0.13	)		(8.55	)
Net asset value, end of period	$	11.43		$	11.32		$	11.45
Total Return(c)
Based on net asset value		0.97	%(d)		(1.14	)%		(42.75	)%(d)
Ratios to Average Net Assets(e)
Total expenses		1.15	%(f)		1.23	%		1.06	%(f)(g)
Total expenses after fees waived and/or reimbursed		0.85	%(f)		0.85	%		0.85	%(f)
Net investment loss		(0.37	)%(f)		(0.36	)%		(0.56	)%(f)
Supplemental Data
Net assets, end of period (000)	$	60		$	59		$	59
Portfolio turnover rate		20	%		53	%		54	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Audit costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.07%.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 15

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock SMID-Cap Growth Equity Fund (continued)
	Investor A
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 06/29/21 to 05/31/22	(a)
Net asset value, beginning of period	$	11.26		$	11.43		$	20.00
Net investment loss(b)		(0.03	)		(0.07	)		(0.13	)
Net realized and unrealized gain (loss)		0.13			(0.10	)		(8.44	)
Net increase (decrease) from investment operations		0.10			(0.17	)		(8.57	)
Net asset value, end of period	$	11.36		$	11.26		$	11.43
Total Return(c)
Based on net asset value		0.89	%(d)		(1.49	)%		(42.85	)%(d)
Ratios to Average Net Assets(e)
Total expenses		1.41	%(f)		1.48	%		1.31	%(f)(g)
Total expenses after fees waived and/or reimbursed		1.10	%(f)		1.10	%		1.10	%(f)
Net investment loss		(0.61	)%(f)		(0.61	)%		(0.80	)%(f)
Supplemental Data
Net assets, end of period (000)	$	115		$	82		$	66
Portfolio turnover rate		20	%		53	%		54	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Audit costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 1.32%.

See notes to financial statements.

16 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)

	BlackRock SMID-Cap Growth Equity Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 06/29/21 to 05/31/22	(a)
Net asset value, beginning of period	$	11.34		$	11.46		$	20.00
Net investment loss(b)		(0.02	)		(0.03	)		(0.07	)
Net realized and unrealized gain (loss)		0.14			(0.09	)		(8.47	)
Net increase (decrease) from investment operations		0.12			(0.12	)		(8.54	)
Net asset value, end of period	$	11.46		$	11.34		$	11.46
Total Return(c)
Based on net asset value		1.06	%(d)		(1.05	)%		(42.70	)%(d)
Ratios to Average Net Assets(e)
Total expenses		1.05	%(f)		1.13	%		0.96	%(f)(g)
Total expenses after fees waived and/or reimbursed		0.75	%(f)		0.75	%		0.75	%(f)
Net investment loss		(0.27	)%(f)		(0.26	)%		(0.46	)%(f)
Supplemental Data
Net assets, end of period (000)	$	8,482		$	8,392		$	8,528
Portfolio turnover rate		20	%		53	%		54	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

^(d)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Audit costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 0.97%.

See notes to financial statements.

FINANCIAL  HIGHLIGHTS 17

Notes to 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 SMID-Cap Growth Equity 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 and Class K Shares are sold only to certain eligible investors. Investor A Shares bear certain expenses related to shareholder servicing of such shares. Investor A Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge	CDSC			Conversion Privilege
Institutional and Class K Shares	No		No		None
Investor A Shares	Yes		No	(a)	None

^(a)  Investor A Shares may be subject to a contingent deferred sales charge (“CDSC”) for certain redemptions where no initial sales charge was paid at the time of purchase.

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

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The 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 dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Fund is informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Foreign Currency Translation: 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 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 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 November 30, 2023, if any, are disclosed in the Statement of Assets and Liabilities.

The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statement of Operations includes tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Collateralization: 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.

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

Indemnifications: In the normal course of business, 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.

18 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

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.

The Fund has an arrangement with its custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Fund may incur charges on overdrafts, subject to certain conditions.

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 a 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 Board of Trustees of the Trust (the “Board”) has approved the designation of the Fund’s Manager as the valuation designee for the Fund. The Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. 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 the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

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.

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

• The Fund values its investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Fund uses current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

If events (e.g., 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 application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee 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 Valuation Committee 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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 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.

As of November 30, 2023, certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

NOTES  TO  FINANCIAL  STATEMENTS 19

Notes to Financial Statements (unaudited) (continued)

4. SECURITIES AND OTHER INVESTMENTS

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Fund’s Schedule of Investments. The market value of any securities on loan and the value of related collateral, if any, are shown separately in the Statement of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

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

As of period end, the following table is a summary of the Fund’s securities on loan by counterparty which are subject to offset under an MSLA:

Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount
J.P. Morgan Securities LLC	$	154,864	$	(154,864	)	$	—		$	—
(a) Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed in the Fund’s Statement of Assets and Liabilities.

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

5. 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		0.70	%
$1 billion - $3 billion		0.66
$3 billion - $5 billion		0.63
$5 billion - $10 billion		0.61
Greater than $10 billion		0.60

20 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

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

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 November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:

	Investor A
Service — class specific	$	137

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with BAL, which has agreed to provide general administrative services (other than investment advice and related portfolio activities). BAL has agreed to bear all of the Fund’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Fund. BAL is entitled to receive for these administrative services an annual fee based on the average daily net assets of the Fund as follows:

Institutional	0.15	%
Investor A	0.15
Class K	0.05

From time to time, BAL may waive such fees in whole or in part. Any such waiver will reduce the expenses of the Fund and, accordingly, have a favorable impact on its performance. BAL may delegate certain of its administration duties to sub-administrators. For the six months ended November 30, 2023, there were no fees waived/reimbursed by the BAL pursuant to this arrangement.

For the six months ended November 30, 2023, the following table shows the class specific administration fees borne directly by each share class of the Fund:

	Institutional		Investor A		Class K		Total
Administration — class specific	$	46	$	82	$	2,159	$	2,287

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares for a total of $70.

Expense Limitations, Waivers and Reimbursements: 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 June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, 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 Statement of Operations. For the six months ended November 30, 2023, the amount waived was $11.

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 and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. 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. For the six months ended November 30, 2023, there were no fees waived by the Manager pursuant to this arrangement.

The fees and expenses of the Fund’s Independent Trustees, counsel to the Independent Trustees and the Fund’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Fund. BAL has contractually agreed to reimburse the Fund or provide an offsetting credit for such independent expenses through June 30, 2025. The amount waived is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the six months ended November 30, 2023, the amount waived was $13,338.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company, Money Market Series, managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Fund. The Money Market Series may, impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

NOTES  TO  FINANCIAL  STATEMENTS 21

Notes to Financial Statements (unaudited) (continued)

Pursuant to the current securities lending agreement, the Fund retains 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by the Fund is shown as securities lending income — affiliated — net in the Statement of Operations. For the six months ended November 30, 2023, the Fund paid BIM $488 for securities lending agent services.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the 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.

During the six months ended November 30, 2023, 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 Statement of Operations.

6. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term securities, were $1,781,052 and $1,717,221, respectively.

7. 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 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 November 30, 2023, 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 financial statements.

As of May 31, 2023, the Fund had non-expiring capital loss carryforwards available to offset future realized capital gains of $5,507,684 and qualified late-year ordinary losses of $17,568.

As of November 30, 2023, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
BlackRock SMID-Cap Growth Equity Fund	$	9,133,950	$	1,066,267	$	(1,376,142	)	$	(309,875	)

8. BANK BORROWINGS

The Trust, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.50 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) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (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 or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April

22 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Notes to Financial Statements (unaudited) (continued)

2024 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 November 30, 2023, the Fund did not borrow under the credit agreement.

9. 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; (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.

The Fund may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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 Statement of Assets and Liabilities, less any collateral held by the Fund.

Geographic/Asset Class 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 Schedule of Investments.

The Fund invests a significant portion of its assets in securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedule of Investments.

The Fund invests a significant portion of its assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Fund invests.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

NOTES  TO  FINANCIAL  STATEMENTS 23

Notes to Financial Statements (unaudited) (continued)

10. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/23						Year Ended 05/31/23
Share Class	Shares			Amount			Shares			Amount
Institutional
Shares sold		—		$	—			87		$	973
Investor A
Shares sold		3,833		$	47,156			8,702		$	97,672
Shares redeemed		(1,036	)		(11,560	)		(7,124	)		(73,826	)
		2,797		$	35,596			1,578		$	23,846
Class K
Shares sold		46		$	535			82		$	912
Shares redeemed		—	(a)		(1	)		(3,998	)		(42,978	)
		46		$	534			(3,916	)	$	(42,066	)
		2,843		$	36,130			(2,251	)	$	(17,247	)
(a) Rounds to less than 1.

As of November 30, 2023, shares owned by BlackRock Financial Management, Inc., an affiliate of the Fund, were as follows:

Share Class
Institutional	5,000
Investor A	5,000
Class K	740,000

11. SUBSEQUENT EVENTS

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

24 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Funds^SM (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for BlackRock SMID-Cap Growth Equity Fund (the “Fund”), a series of the Trust, which is reasonably designed to assess and manage the Fund’s liquidity risk.

The Board of Trustees (the “Board”) of the Trust, on behalf of the Fund, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for the Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of the Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing the Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish the Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to the Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing the Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish the Fund’s reasonably anticipated trading size utilized for liquidity classifications. The Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to the Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the Fund, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

STATEMENT  REGARDING  LIQUIDITY  RISK  MANAGEMENT  PROGRAM 25

Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices 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. Additionally, the Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and 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 without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) 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.

26 2 0 2 3   BLACK ROCK  SEMI - ANNUAL  REPORT  TO  SHAREHOLDERS

Additional Information (continued)

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

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

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

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

Fund and Service Providers

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent and Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Custodian

The Bank of New York Mellon

New York, NY 10286

Distributor

BlackRock Investments, LLC

New York, NY 10001

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust

100 Bellevue Parkway

Wilmington, DE 19809

ADDITIONAL  INFORMATION 27

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.

SMID-11/23-SAR

NOVEMBER 30, 2023

2023 Semi-Annual Report

(Unaudited)

BlackRock Capital Appreciation Fund, Inc.

BlackRock Funds^SM

· BlackRock Health Sciences Opportunities Portfolio

· BlackRock Infrastructure Sustainable Opportunities Fund

· BlackRock Mid-Cap Growth Equity Portfolio

· BlackRock Technology Opportunities Fund

    Not FDIC Insured • May Lose Value • No Bank Guarantee  

The Markets in Review

Dear Shareholder,

The combination of continued economic growth and cooling inflation provided a supportive backdrop for investors during the 12-month reporting period ended November 30, 2023. Significantly tighter monetary policy helped to rein in inflation, as the annual increase in the Consumer Price Index declined to its long-term average of approximately 3% in November 2023. Meanwhile, real economic growth proved more resilient than many investors anticipated. A moderating labor market also helped ease inflationary pressure, although wages continued to grow. This robust labor market powered further growth in consumer spending, backstopping the economy. On October 7, 2023, Hamas launched a horrific attack on Israel. The ensuing war will have a significant humanitarian impact and could lead to heightened economic and market volatility. We see geopolitics as a structural market risk going forward. See our geopolitical risk dashboard at blackrock.com for more details.

Equity returns were solid during the period, as interest rates stabilized, and the economy proved to be more resilient than many investors expected. The U.S. economy continued to show strength, and growth further accelerated in the third quarter of 2023. However, equity returns were uneven, as the performance of a few notable technology companies supported gains among large-capitalization U.S. stocks, while small-capitalization U.S. stocks declined overall. Meanwhile, international developed market equities advanced strongly, while emerging market equities posted modest gains.

The 10-year U.S. Treasury yield rose during the reporting period, driving its price down, as investors reacted to elevated inflation and attempted to anticipate interest rate changes. The corporate bond market benefited from improving economic sentiment, although high-yield corporate bond prices fared significantly better than investment-grade bonds as demand from yield-seeking investors remained strong.

The U.S. Federal Reserve (the “Fed”), attempting to manage persistent inflation, raised interest rates five times during the 12-month period, but slowed and then paused its tightening later in the period. The Fed also wound down its bond-buying programs and incrementally reduced its balance sheet by not replacing securities that reach maturity.

Supply constraints appear to have become an embedded feature of the new macroeconomic environment, making it difficult for developed economies to increase production without sparking higher inflation. Geopolitical fragmentation and an aging population risk further exacerbating these constraints, keeping the labor market tight and wage growth high. Although the Fed has decelerated the pace of interest rate hikes and recently opted for several pauses, we believe that the new economic regime means that the Fed will need to maintain high rates for an extended period despite the market’s hopes for interest rate cuts, as reflected in the recent rally. Furthermore, ongoing structural changes may mean that the Fed will be hesitant to cut interest rates in the event of faltering economic activity lest inflation accelerate again.

While we favor an overweight position in developed market equities in the long term, we prefer an underweight stance in the near term. Nevertheless, we are overweight on Japanese stocks in the near term as shareholder-friendly policies generate increased investor interest. We also believe that stocks with an AI tilt should benefit from an investment cycle that is set to support revenues and margins. In credit, there are selective opportunities in the near term despite tightening credit and financial conditions. For fixed income investing with a six- to twelve-month horizon, we see the most attractive investments in short-term U.S. Treasuries, U.S. mortgage-backed securities, and hard-currency emerging market bonds.

Overall, our view is that investors need to think globally, position themselves to be prepared for a decarbonizing economy, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of November 30, 2023
	6-Month	12-Month
U.S. large cap equities (S&P 500® Index)	10.17%	13.84%
U.S. small cap equities (Russell 2000® Index)	4.24	(2.57)
International equities (MSCI Europe, Australasia, Far East Index)	5.12	12.36
Emerging market equities (MSCI Emerging Markets Index)	4.60	4.21
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	2.69	4.91
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	(3.98)	(2.27)
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index)	(0.80)	1.18
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index)	2.29	4.28
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index)	5.52	8.69

Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

2 T H I S   P A G E  I S   N O T  P A R  T  O F  Y O U R  F U N D  R E P O R T

Table of Contents

	Page
The Markets in Review		2
Semi-Annual Report:
Fund Summary		4
About Fund Performance		14
Disclosure of Expenses		14
Derivative Financial Instruments		15
Financial Statements:
Schedules of Investments		16
Statements of Assets and Liabilities		34
Statements of Operations		38
Statements of Changes in Net Assets		41
Financial Highlights		44
Notes to Financial Statements		70
Statement Regarding Liquidity Risk Management Program		86
Additional Information		87
Glossary of Terms Used in this Report		89

3

Fund Summary as of November 30, 2023      BlackRock Capital Appreciation Fund, Inc.

Investment Objective

BlackRock Capital Appreciation Fund, Inc.’s (the “Fund”) investment objective is to seek long-term growth of capital.

The Board of Directors of the Fund had previously approved an Agreement and Plan of Reorganization between the Fund and BlackRock Large Cap Focus Growth Fund, Inc. (the “Acquiring Fund”), pursuant to which the Fund will be reorganized into the Acquiring Fund (the “Reorganization”). The Reorganization was originally expected to occur during the fourth quarter of 2023, but has been postponed. Shareholders will be given at least 60 days’ notice in advance of the closing of the Reorganization.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the Russell 1000^® Growth Index. For the same period, all of the Fund’s share classes outperformed the broad-market S&P 500^® Index. The following discussion of relative performance pertains to the Russell 1000^® Growth Index.

What factors influenced performance?

The largest positive contributors to the Fund’s performance relative to the benchmark over the period included security selection in the information technology and healthcare sectors, along with positioning in consumer staples. In information technology, an overweight position in Intuit, Inc. in the software industry benefited performance. In healthcare, an overweight allocation to the pharmaceuticals industry, most notably to Eli Lilly and Company, contributed to performance. Lastly, a lack of exposure to the consumer staples sector, and particularly the beverages industry, proved beneficial.

The largest detractors from relative performance included stock selection in the consumer discretionary sector, most notably within the hotels, restaurants and leisure, and textiles, apparel and luxury goods sub-sectors. Specifically, off-benchmark positions in online casino technology provider Evolution AB and luxury goods conglomerate LVMH Moët Hennessy Louis Vuitton detracted from relative performance. Within industrials, an off-benchmark position in garbage pickup and dumpster rental company Waste Connections, Inc. within commercial services and supplies weighed on relative performance.

Describe recent portfolio activity.

During the period, the Fund’s allocation to information technology increased driven by greater exposure to the software industry. The allocation to the real estate sector increased as well. Conversely, the allocation to consumer discretionary experienced the biggest decrease as exposure to the hotels, restaurants and leisure sub-sector declined. The Fund’s allocation to the healthcare sector decreased as well.

Describe portfolio positioning at period end.

As of period end, the Fund’s largest overweight position relative to the Russell 1000^® Growth Index was in the financials sector, followed by information technology and healthcare. Conversely, the consumer staples sector was the largest underweight, followed by industrials and communication services.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		14.53	%		31.35	%		N/A			12.92	%		N/A			12.78	%		N/A
Investor A		14.34			30.99			24.11	%		12.62			11.41	%		12.48			11.87	%
Investor C		13.92			29.90			28.90			11.72			11.72			11.76			11.76
Class K		14.57			31.49			N/A			13.02			N/A			12.90			N/A
Class R		14.16			30.59			N/A			12.26			N/A			12.15			N/A
Russell 1000® Growth Index(c)		13.14			26.17			N/A			16.36			N/A			14.69			N/A
S&P 500® Index(d)		10.17			13.84			N/A			12.51			N/A			11.82			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, and how performance was calculated for certain share classes.

^(b)  The Fund invests primarily in a diversified portfolio consisting primarily of common stock of U.S. companies that Fund management believes have exhibited above-average growth rates in earnings over the long term.

^(c)  An index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^® Companies with higher price-to-book ratios and higher forecasted growth values.

^(d)  An unmanaged index that covers 500 leading companies and captures approximately 80% coverage of available market capitalization.

N/A - Not applicable as 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.

4 2 0 2 3   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

Fund Summary as of November 30, 2023 (continued)      BlackRock Capital Appreciation Fund, Inc.

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,145.30	$	4.08	$	1,000.00	$	1,021.20	$	3.84		0.76	%
Investor A		1,000.00		1,143.40		5.41		1,000.00		1,019.95		5.10		1.01
Investor C		1,000.00		1,139.20		9.91		1,000.00		1,015.74		9.32		1.85
Class K		1,000.00		1,145.70		3.54		1,000.00		1,021.70		3.34		0.66
Class R		1,000.00		1,141.60		7.27		1,000.00		1,018.22		6.86		1.36

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of Net Assets
Microsoft Corp.		10.2	%
Apple Inc.		9.0
Amazon.com, Inc.		8.8
NVIDIA Corp.		6.3
Alphabet, Inc., Class A		4.3
Intuit, Inc.		4.2
Visa, Inc., Class A		4.1
Broadcom, Inc.		3.3
Eli Lilly & Co.		2.9
Tesla, Inc.		2.8

SECTOR ALLOCATION
Sector(b)	Percent of Net Assets
Information Technology		46.4	%
Consumer Discretionary		14.6
Health Care		12.8
Financials		11.3
Communication Services		9.1
Industrials		3.2
Energy		1.1
Materials		1.0
Other (each representing less than 1%)		0.6
Short-Term Securities		0.1
Liabilities in Excess of Other Assets		(0.2	)

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 5

Fund Summary as of November 30, 2023       BlackRock Health Sciences Opportunities Portfolio

Investment Objective

BlackRock Health Sciences Opportunities Portfolio’s (the “Fund”) investment objective is to provide long-term growth of capital.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, the Fund’s Class K Shares outperformed its benchmark, the Russell 3000^® Health Care Index, while the Investor A, Investor C, Class R and Service Shares underperformed. For the same period, the Fund’s Institutional Shares performed in line.

What factors influenced performance?

An underweight position in Bristol-Myers Squibb Co. was the largest contributor to relative performance at the individual stock level. The pharmaceutical company reported consistently weak earnings over the reporting period, citing slow growth for a few key products. An underweight in Pfizer, which was negatively impacted by waning COVID vaccine and Paxlovid sales, was another large contributor to results. An out-of-benchmark position in McKesson Corp., a drug distributor that reported strong earnings behind robust demand, was an additional contributor of note.

An overweight position in Biogen, Inc. was the largest detractor. The biopharma company saw weaker-than-expected demand for its Alzheimer’s drug Leqembi. An overweight in Penumbra, Inc. was another large detractor from relative returns. Shares of the medical device manufacturer came under pressure on concerns that the growth of GLP-1 weight loss drugs would negatively impact demand for the company’s products. An overweight in Sarepta Therapeutics, Inc., which failed to receive FDA approval for its much-anticipated Duchenne Muscular Dystrophy gene therapy was also a key detractor.

Describe recent portfolio activity.

The Fund’s allocations to the healthcare providers (17.4% to 22.3%), biotechnology (22.8% to 24.1%), and pharmaceuticals (19.9% to 20.6%) subsectors increased. Conversely, its weighting in the medical devices and supplies (37.4% to 28.8%) subsector decreased.

Describe portfolio positioning at period end.

The investment adviser continued to seek opportunities in stocks with attractive valuations, stable growth and promising product pipelines over the medium to long term. It also sought select growth companies in the biotechnology, pharmaceuticals and medical devices industries with the potential to benefit from innovation and technological developments. The investment adviser continued to have a positive view on the long-term secular drivers of growth in the healthcare sector, particularly aging demographics and innovations in medical science and technology.

The Fund was overweight in the and biotechnology healthcare providers and services subsectors at the end of the reporting period, and it was underweight in pharmaceuticals and medical devices and supplies.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		1.73	%		(2.38	)%		N/A			7.76	%		N/A			11.46	%		N/A
Service		1.58			(2.66	)		N/A			7.43			N/A			11.13			N/A
Investor A		1.60			(2.62	)		(7.73	)%		7.48			6.33	%		11.16			10.56	%
Investor C		1.22			(3.35	)		(4.30	)		6.68			6.68			10.51			10.51
Class K		1.78			(2.28	)		N/A			7.86			N/A			11.46			N/A
Class R		1.41			(2.97	)		N/A			7.11			N/A			10.79			N/A
Russell 3000® Health Care Index(c)		1.70			(4.27	)		N/A			7.58			N/A			10.44			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, and how performance was calculated for certain share classes.

^(b)  Under normal market conditions, the Fund invests at least 80% of its total assets in equity securities, primarily common stock, of companies in health sciences and related industries.

^(c)  An unmanaged index that features companies involved in medical services or health care in the Russell 3000^® Index, which includes the largest 3,000 U.S. companies as determined by total market capitalization.

N/A - Not applicable as 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.

6 2 0 2 3   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

Fund Summary  as of November 30, 2023 (continued)      BlackRock Health Sciences Opportunities Portfolio

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,017.30	$	4.23	$	1,000.00	$	1,020.81	$	4.24		0.84	%
Service		1,000.00		1,015.80		5.72		1,000.00		1,019.33		5.70		1.13
Investor A		1,000.00		1,016.00		5.48		1,000.00		1,019.57		5.50		1.09
Investor C		1,000.00		1,012.20		9.36		1,000.00		1,015.70		9.37		1.86
Class K		1,000.00		1,017.80		3.76		1,000.00		1,021.27		3.79		0.75
Class R		1,000.00		1,014.10		7.33		1,000.00		1,017.72		7.36		1.46

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of Net Assets
UnitedHealth Group, Inc.		9.9	%
Eli Lilly & Co.		9.3
Boston Scientific Corp.		4.4
Merck & Co., Inc.		4.1
AbbVie, Inc.		3.7
Amgen, Inc.		3.6
Danaher Corp.		3.1
Abbott Laboratories		3.0
Gilead Sciences, Inc.		2.6
Elevance Health, Inc.		2.5

INDUSTRY ALLOCATION
Industry(b)	Percent of Net Assets
Biotechnology		24.1	%
Health Care Providers & Services		22.3
Health Care Equipment & Supplies		20.9
Pharmaceuticals		20.6
Life Sciences Tools & Services		7.8
Other (each representing less than 1%)		0.2
Short-Term Securities		4.7
Liabilities in Excess of Other Assets		(0.6	)

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 7

Fund Summary as of November 30, 2023      BlackRock Infrastructure Sustainable Opportunities Fund

Investment Objective

BlackRock Infrastructure Sustainable Opportunities Fund’s (the “Fund”) investment objective is to seek to maximize total return while seeking to invest in issuers which are helping to address certain United Nations Sustainable Development Goals (“SDGs”) through their products and services.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, the Fund underperformed its benchmark, the FTSE Developed Core Infrastructure 50/50 Net Tax Index.

What factors influenced performance?

BlackRock Infrastructure Sustainable Opportunities Fund is benchmark agnostic, with a view of infrastructure that looks beyond the traditional benchmarks. The reference benchmark, the FTSE Developed Core Infrastructure 50/50 Net Tax Index, doesn’t incorporate sustainability criteria and has an 11% weighting in the midstream oil and gas sector. In contrast, energy is excluded from the Fund’s sustainable universe.

At the sector level, the U.S. tower, U.S. datacenter and Eurozone toll road sectors made the largest contributions to absolute performance. Among individual stocks, SBA Communications Corp., Digital Realty Trust, Inc. and Enel SpA were the leading contributors. On the other hand, positioning in Eurozone electric utilities, U.K. multi utilities and Canadian electric utilities detracted. Orsted AS, Smart Metering Systems PLC, and Aeroports de Paris SA were the largest detractors at the individual stock level.

The Fund’s cash position had no material impact on performance.

Describe recent portfolio activity.

The investment adviser increased the Fund’s allocation to the Eurozone toll road and U.K. water utilities sectors. It decreased the portfolio’s weighting in U.S. datacenters.

The investment adviser initiated a position in Ferrovial SE, a Spain-listed toll road owner and operator with majority of its assets in North America, given its favorable sustainability characteristics and a potentially attractive opportunity from underappreciated growth in its managed lanes business. It also added a position in United Utilities Group PLC (“United Utilities”), the United Kingdom’s largest listed water and sewage utility. The investment adviser believed United Utilities was poised to see improving growth, and it has a positive view on the company’s new management team. The investment adviser added Xcel Energy, Inc. on the belief that short-term weakness related to regulatory changes was obscuring the company’s longer-term growth opportunities. Portland General Electric Co., the largest electric utility in Oregon, was another new addition based on the investment adviser’s positive view on the company’s growth outlook, balance sheet strength and potential to benefit from unique demographic and decarbonization tailwinds. The investment adviser reduced its position in Eversource Energy after a punitive rate case order against a competitor raised the odds of regulatory challenges.

Describe portfolio positioning at period end.

The Fund’s positioning was balanced across electricity networks (36%), transportation infrastructure (21%), communications infrastructure (19%), transportation infrastructure (17%), renewables energy development (10%), water infrastructure (5%), and social infrastructure (4%). The Fund had a modest cash position to provide the flexibility to capitalize on stock-specific opportunities.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						Since Inception(c)
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		(1.64	)%		1.97	%		N/A			(3.03	)%		N/A
Investor A		(1.84	)		1.64			(3.70	)%		(3.30	)		(5.68	)%
Class K		(1.62	)		2.01			N/A			(2.99	)		N/A
FTSE Developed Core Infrastructure 50/50 Net Tax Index(d)		0.59			(3.49	)		N/A			0.10			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 will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities of infrastructure-related companies or derivatives with similar economic characteristics.

^(c)  The Fund commenced operations on September 30, 2021.

^(d)  Gives participants an industry-defined interpretation of infrastructure and adjusts the exposure to certain infrastructure sub-sectors. The constituent weights are adjusted as part of the semi-annual review according to three broad industry sectors: 50% utilities; 30% transportation, including capping of 7.5% for railroads/railways; and a 20% mix of other sectors, including pipelines, satellites and telecommunication towers.

N/A - Not applicable as 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.

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Fund Summary as of November 30, 2023 (continued)      BlackRock Infrastructure Sustainable Opportunities Fund

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	983.60	$	4.97	$	1,000.00	$	1,019.99	$	5.05		1.00	%
Investor A		1,000.00		981.60		6.20		1,000.00		1,018.74		6.31		1.25
Class K		1,000.00		983.80		4.72		1,000.00		1,020.24		4.80		0.95

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of Net Assets
National Grid PLC		5.9	%
SBA Communications Corp.		5.5
Terna - Rete Elettrica Nazionale		4.8
Clearway Energy, Inc., Class C		4.5
SSE PLC		4.2
Ferrovial SE		4.2
Enel SpA		4.1
EDP - Energias de Portugal SA		3.9
American Tower Corp.		3.6
Cellnex Telecom SA		3.5

SECTOR ALLOCATION
Sector(b)	Percent of Net Assets
Utilities		48.9	%
Industrials		22.1
Real Estate		16.5
Communication Services		5.0
Information Technology		1.6
Short-Term Securities		5.0
Other Assets Less Liabilities		0.9

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 9

Fund Summary as of November 30, 2023      BlackRock Mid-Cap Growth Equity Portfolio

Investment Objective

BlackRock Mid-Cap Growth Equity Portfolio’s (the “Fund”) investment objective is long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, the Fund’s Institutional and Class K Shares outperformed its benchmark, the Russell Midcap^® Growth Index, while its Investor C and Class R Shares underperformed and its Investor A and Service Shares performed in line.

What factors influenced performance?

The largest positive contributors to the Fund’s performance relative to the benchmark over the period included security selection in the financials and information technology sectors, along with positioning in healthcare. In financials, an overweight position in KKR & Co., Inc. in the capital markets industry benefited performance. In information technology, overweighting the software industry, specifically CrowdStrike Holdings, Inc., highlighted positive contributions. Lastly, within healthcare, overweighting the healthcare equipment and supplies industry proved beneficial.

The largest detractors from relative performance were stock selection in the consumer discretionary and industrials sectors, along with positioning in the energy sector. In consumer discretionary, stock selection among hotels, restaurants & leisure, specifically an off-benchmark position in online gaming technology company Evolution AB, detracted from relative performance. In industrials, an overweight position in SiteOne Landscape Supply, Inc. within the trading companies and distributors industry detracted from relative performance. Lastly, within energy an underweight allocation to the oil, gas and consumable fuels industry weighed on performance.

Describe recent portfolio activity.

During the period, the Fund’s allocation to the industrials sector increased with additions to the aerospace and defense industry. The Fund’s allocation to the information technology sector increased as well. Conversely, the allocation to consumer discretionary decreased the most, driven by hotels, restaurants and leisure. Exposure to the communication services sector decreased as well.

Describe portfolio positioning at period end.

Relative to the Russell MidCap^® Growth Index, at the end of the reporting period the Fund’s largest overweight allocation was to the information technology sector, followed by industrials and real estate. Conversely, the consumer discretionary sector was the largest underweight, followed by healthcare and consumer staples.

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

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		8.84	%		10.33	%		N/A			9.20	%		N/A			11.16	%		N/A
Service		8.72			10.04			N/A			8.93			N/A			10.86			N/A
Investor A		8.73			10.03			4.25	%		8.93			7.76	%		10.85			10.26	%
Investor C		8.31			9.21			8.21			8.12			8.12			10.20			10.20
Class K		8.89			10.40			N/A			9.29			N/A			11.24			N/A
Class R		8.56			9.77			N/A			8.66			N/A			10.57			N/A
Russell Midcap® Growth Index(c)		8.71			9.98			N/A			10.05			N/A			10.11			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, and how performance was calculated for certain share classes.

^(b)  The Fund normally invests at least 80% of its net assets in equity securities issued by U.S. mid-capitalization companies which Fund management believes have above-average earnings growth potential.

^(c)  An index that measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap^® Index companies with higher price-to-book ratios and higher forecasted growth values.

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

Past performance is not an indication of future results.

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

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Fund Summary as of November 30, 2023 (continued)      BlackRock Mid-Cap Growth Equity Portfolio

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the  Period(a)		Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,088.40	$	4.18	$	1,000.00	$	1,021.00	$	4.04		0.80	%
Service		1,000.00		1,087.20		5.48		1,000.00		1,019.75		5.30		1.05
Investor A		1,000.00		1,087.30		5.48		1,000.00		1,019.75		5.30		1.05
Investor C		1,000.00		1,083.10		9.37		1,000.00		1,016.00		9.07		1.80
Class K		1,000.00		1,088.90		3.72		1,000.00		1,021.44		3.59		0.71
Class R		1,000.00		1,085.60		6.78		1,000.00		1,018.50		6.56		1.30

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

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

Portfolio Information

TEN LARGEST HOLDINGS
Security(a)	Percent of Net Assets
Copart, Inc.		3.9	%
Crowdstrike Holdings, Inc., Class A		3.3
KKR & Co., Inc., Class A		3.0
MSCI, Inc., Class A		3.0
CoStar Group, Inc.		2.8
West Pharmaceutical Services, Inc.		2.8
Monolithic Power Systems, Inc.		2.7
Ares Management Corp., Class A		2.7
ANSYS, Inc.		2.6
Cheniere Energy, Inc.		2.5

SECTOR ALLOCATION
Sector(b)	Percent of Net Assets
Information Technology		29.9	%
Industrials		22.1
Health Care		16.2
Financials		11.1
Consumer Discretionary		9.1
Communication Services		4.0
Real Estate		2.8
Energy		2.5
Materials		1.4
Other (each representing less than 1%)		0.9
Short-Term Securities		3.6
Liabilities in Excess of Other Assets		(3.6	)

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 11

Fund Summary  as of November 30, 2023      BlackRock Technology Opportunities Fund

Investment Objective

BlackRock Technology Opportunities Fund’s (the “Fund”) investment objective is to provide long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

For the six-month period ended November 30, 2023, all of the Fund’s share classes outperformed its benchmark, the MSCI All-Country World Information Technology Index with the exception of its Investor C Shares, which performed in line.

What factors influenced performance?

An underweight position in Apple Inc., which experienced profit-taking after a strong year-to-date rally amid signs of weakening demand for smartphones, was the largest contributor to relative performance. An overweight in the credit score provider Fair Isaac Corp. was also a top contributor on the strength of growth in its software offerings. An out-of-benchmark holding in MercadoLibre, Inc. further contributed to results. The Latin American e-commerce company saw continued earnings strength with accelerating growth from sustained market share gains in Brazil and Mexico.

An out-of-benchmark position in Adyen NV was the single largest detractor from performance. In August 2023, the Dutch payment company reported the slowest quarter for revenue growth in its history as enterprises opted for lower-cost competitors. An overweight in Wolfspeed, Inc. also detracted, as the silicon carbide wafer manufacturer reported larger-than-anticipated quarterly losses and further delays in the construction of its domestic fabrication facility. An out-of-benchmark holding in the Japanese payment processer GMO Payment Gateway, Inc., which lowered its growth forecast for 2024, was another detractor of note.

Describe recent portfolio activity.

The investment adviser added several companies where it identified both near-term catalysts and long-term growth potential in the supply chain for generative artificial intelligence (“AI”). It also increased its holdings in cybersecurity companies, including those that stand to benefit from the advent of AI-generated malware and the consolidation trend in the cybersecurity industry. On the other hand, the investment adviser sold Chinese internet stocks based on their elevated valuations, an uncertain regulatory environment, and country-specific growth challenges.

Describe portfolio positioning at period end.

The Fund’s largest absolute weightings were in the software and semiconductors sub-sectors. In addition, it maintained an out-of-benchmark allocation to the internet sub-sector. The investment adviser maintained its exposure to long-term secular themes, such as AI, renewable energy, and electric vehicles, as well as to more nascent themes such as space and quantum computing. While high-growth assets were penalized by rising interest rates, the investment adviser believed the fundamentals of its portfolio holdings remained compelling. It viewed the secular growth trends driving technology as multi-year transformations that are likely to persist regardless of the macroeconomic environment or geopolitical developments.

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.

Performance

				Average Annual Total Returns(a)(b)
				1 Year						5 Years						10 Years
	6-Month Total Returns			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge			Without Sales Charge			With Sales Charge
Institutional		12.19	%		30.00	%		N/A			17.12	%		N/A			17.59	%		N/A
Service		12.06			29.68			N/A			16.83			N/A			17.31			N/A
Investor A		12.03			29.68			22.87	%		16.82			15.57	%		17.27			16.64	%
Investor C		11.65			28.70			27.70			15.95			15.95			16.55			16.55
Class K		12.23			30.07			N/A			17.18			N/A			17.62			N/A
Class R		11.92			29.34			N/A			16.54			N/A			16.96			N/A
MSCI All-Country World Information Technology Index(c)		11.68			33.17			N/A			20.18			N/A			17.49			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, and how performance was calculated for certain share classes.

^(b)  Under normal market conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities issued by U.S. and non-U.S. technology companies in all market capitalization ranges, selected for their rapid and sustainable growth potential from the development, advancement and use of technology. The Fund’s total returns prior to December 30, 2017 are the returns of the Fund when it followed different investment strategies under the name BlackRock Science & Technology Opportunities Portfolio.

^(c)  An index that includes large- and mid-cap securities across certain Developed Markets countries and certain Emerging Markets countries. All securities in the index are classified in the Information Technology sector as per the Global Industry Classification Standard.

N/A - Not applicable as 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.

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Fund Summary as of November 30, 2023 (continued)      BlackRock Technology Opportunities Fund

Expense Example

	Actual						Hypothetical 5% Return
	Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Beginning Account Value (06/01/23)		Ending   Account Value (11/30/23)		Expenses      Paid During    the Period(a)		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,121.90	$	4.88	$	1,000.00	$	1,020.40	$	4.65		0.92	%
Service		1,000.00		1,120.60		6.20		1,000.00		1,019.15		5.91		1.17
Investor A		1,000.00		1,120.30		6.20		1,000.00		1,019.15		5.91		1.17
Investor C		1,000.00		1,116.50		10.16		1,000.00		1,015.40		9.67		1.92
Class K		1,000.00		1,122.30		4.56		1,000.00		1,020.70		4.34		0.86
Class R		1,000.00		1,119.20		7.52		1,000.00		1,017.90		7.16		1.42

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

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

Portfolio Information

TEN LARGEST HOLDINGS

Security(a)	Percent of Net Assets
Microsoft Corp.		10.3	%
Apple Inc.		9.5
NVIDIA Corp.		7.9
Cadence Design Systems, Inc.		3.6
Meta Platforms, Inc., Class A		2.7
Broadcom, Inc.		2.7
Mastercard, Inc., Class A		2.6
ASML Holding NV		2.4
Amazon.com, Inc.		2.3
Alphabet, Inc., Class A		2.3

INDUSTRY ALLOCATION

Industry(b)	Percent of Net Assets
Software		31.9	%
Semiconductors & Semiconductor Equipment		26.9
Technology Hardware, Storage & Peripherals		10.8
Interactive Media & Services		5.7
Financial Services		5.1
Broadline Retail		4.6
Entertainment		3.3
IT Services		3.0
Automobiles		2.1
Professional Services		1.6
Communications Equipment		1.5
Ground Transportation		1.0
Other (each representing less than 1%)		2.6
Short-Term Securities		1.3
Liabilities in Excess of Other Assets		(1.4	)

^(a)  Excludes short-term securities.

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

F U N D   S U M M A R Y 13

About Fund Performance

Institutional and Class K 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. BlackRock Capital Appreciation Fund, Inc.’s Class K Shares performance shown prior to the Class K Shares inception date of August 15, 2016 is that of BlackRock Shares. BlackRock Health Sciences Opportunities Portfolio’s Class K Shares performance shown prior to the Class K Shares inception date of June 8, 2016 is that of Investor A Shares. BlackRock Mid-Cap Growth Equity Portfolio’s Class K Shares performance shown prior to the Class K Shares inception date of March 28, 2016 is that of Institutional Shares. BlackRock Technology Opportunities Fund’s Class K Shares performance shown prior to the Class K Shares inception date of December 10, 2019 is that of Institutional Shares. The performance of each Fund’s Class K Shares would be substantially similar to Investor A Shares or Institutional Shares, as applicable, because the share classes of a Fund invest in the same portfolio of securities and performance would only differ to the extent that Class K Shares and Investor A Shares or Institutional Shares, as applicable, have different expenses. The actual returns of Class K Shares would have been higher than those of the Investor A Shares or Institutional Shares, as applicable, because Class K Shares have lower expenses than the Investor A Shares and Institutional Shares.

Service Shares (not available in BlackRock Capital Appreciation Fund, Inc. and BlackRock Infrastructure Sustainable Opportunities Fund) are not subject to any sales charge. These shares are subject to a service fee of 0.25% per year (but no distribution fee) and are only available 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 (not available in BlackRock Infrastructure Sustainable Opportunities Fund) 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 eight years.

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

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 each 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 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”), each Fund’s investment adviser, has contractually and/or voluntarily agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waiver(s) and/or reimbursement(s), each Fund’s performance would have been lower. With respect to each 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 each 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 Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

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

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

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

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

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Derivative Financial Instruments

The Funds 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. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Funds must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Funds’ 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 a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.

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 15

Schedule of Investments (unaudited) November 30, 2023      BlackRock Capital Appreciation Fund, Inc. (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 2.0%
TransDigm Group, Inc.		68,453	$	65,911,340
Automobiles — 2.8%
Tesla, Inc.(a)		377,734		90,686,379
Broadline Retail — 8.8%
Amazon.com, Inc.(a)		1,946,722		284,396,617
Capital Markets — 5.1%
Blackstone, Inc., Class A, NVS		354,135		39,794,150
MSCI, Inc., Class A		125,558		65,396,884
S&P Global, Inc.		144,594		60,126,523
				165,317,557
Chemicals — 1.0%
Sherwin-Williams Co. (The)		121,504		33,875,315
Commercial Services & Supplies — 1.2%
Copart, Inc.(a)		309,917		15,564,032
Waste Connections, Inc.		179,313		24,295,118
				39,859,150
Entertainment — 2.4%
Netflix, Inc.(a)		166,296		78,819,315
Financial Services — 6.2%
Mastercard, Inc., Class A		162,562		67,273,032
Visa, Inc., Class A		519,329		133,301,368
				200,574,400
Health Care Equipment & Supplies — 3.6%
Boston Scientific Corp.(a)		556,846		31,122,123
IDEXX Laboratories, Inc.(a)		56,207		26,182,345
Intuitive Surgical, Inc.(a)		187,409		58,254,213
				115,558,681
Health Care Providers & Services — 2.8%
UnitedHealth Group, Inc.		163,178		90,232,539
Hotels, Restaurants & Leisure — 1.0%
Chipotle Mexican Grill, Inc.(a)		3,392		7,470,032
Evolution AB(b)		239,333		24,794,911
				32,264,943
Interactive Media & Services — 5.7%
Alphabet, Inc., Class A(a)		1,044,141		138,380,007
Meta Platforms, Inc., Class A(a)		141,402		46,259,664
				184,639,671
IT Services — 1.5%
MongoDB, Inc., Class A(a)		20,469		8,509,782
Shopify, Inc., Class A(a)		554,121		40,351,091
				48,860,873
Life Sciences Tools & Services — 2.7%
Danaher Corp.		211,356		47,197,908
Thermo Fisher Scientific, Inc.		84,750		42,015,660
				89,213,568
Oil, Gas & Consumable Fuels — 1.1%
Cheniere Energy, Inc.		195,568		35,622,711
Pharmaceuticals — 3.7%
Eli Lilly & Co.		157,895		93,322,261
Zoetis, Inc., Class A		149,433		26,400,328
				119,722,589

Security	Shares		Value
Real Estate Management & Development — 0.6%
CoStar Group, Inc.(a)		238,036	$	19,766,510
Semiconductors & Semiconductor Equipment — 14.4%
ASML Holding NV, Registered Shares		131,028		89,591,705
Broadcom, Inc.		116,651		107,987,330
KLA Corp.		121,319		66,072,754
NVIDIA Corp.		436,029		203,930,764
				467,582,553
Software — 21.5%
Cadence Design Systems, Inc.(a)		259,260		70,847,980
Intuit, Inc.		239,481		136,853,812
Microsoft Corp.		873,418		330,946,815
Palo Alto Networks, Inc.(a)		166,125		49,021,826
Roper Technologies, Inc.		102,281		55,052,748
ServiceNow, Inc.(a)		82,104		56,301,997
				699,025,178
Specialty Retail — 0.8%
Ross Stores, Inc.		195,314		25,465,039
Technology Hardware, Storage & Peripherals — 9.0%
Apple Inc.		1,530,415		290,702,329
Textiles, Apparel & Luxury Goods — 1.3%
LVMH Moet Hennessy Louis Vuitton SE		54,403		41,633,476
Total Common Stocks — 99.2%     (Cost: $1,546,482,231)				3,219,730,733
Preferred Securities
Preferred Stocks — 0.9%
Interactive Media & Services — 0.9%
Bytedance Ltd., Series E-1 (Acquired 11/11/20, cost $19,426,516)(a)(c)(d)		177,291		31,260,446
Total Long-Term Investments — 100.1%     (Cost: $1,565,908,747)				3,250,991,179
Short-Term Securities
Money Market Funds — 0.1%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(e)(f)		1,635,299		1,635,299
Total Short-Term Securities — 0.1%     (Cost: $1,635,299)				1,635,299
Total Investments — 100.2%     (Cost: $1,567,544,046)				3,252,626,478
Liabilities in Excess of Other Assets — (0.2)%				(5,852,295	)
Net Assets — 100.0%			$  3,246,774,183

^(a)  Non-income producing security.

^(b)  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.

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

^(d)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $31,260,446, representing 1.0% of its net assets as of period end, and an original cost of $19,426,516.

^(e)  Affiliate of the Fund.

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

16 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Capital Appreciation Fund, Inc.

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund,
Institutional Class	$	1,248,701	$	386,598	(a)	$	—		$	—	$	—	$	1,635,299		1,635,299	$	80,090		$	—
SL Liquidity Series, LLC, Money
Market Series(b)		—		—			(3,536	)(a)		3,536		—		—		—		5,978	(c)		—
									$	3,536	$	—	$	1,635,299			$	86,068		$	—

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

^(b)  As of period end, the entity is no longer held.

^(c)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	65,911,340	$	—	$	—	$	65,911,340
Automobiles		90,686,379		—		—		90,686,379
Broadline Retail		284,396,617		—		—		284,396,617
Capital Markets		165,317,557		—		—		165,317,557
Chemicals		33,875,315		—		—		33,875,315
Commercial Services & Supplies		39,859,150		—		—		39,859,150
Entertainment		78,819,315		—		—		78,819,315
Financial Services		200,574,400		—		—		200,574,400
Health Care Equipment & Supplies		115,558,681		—		—		115,558,681
Health Care Providers & Services		90,232,539		—		—		90,232,539
Hotels, Restaurants & Leisure		7,470,032		24,794,911		—		32,264,943
Interactive Media & Services		184,639,671		—		—		184,639,671
IT Services		48,860,873		—		—		48,860,873
Life Sciences Tools & Services		89,213,568		—		—		89,213,568
Oil, Gas & Consumable Fuels		35,622,711		—		—		35,622,711
Pharmaceuticals		119,722,589		—		—		119,722,589
Real Estate Management & Development		19,766,510		—		—		19,766,510
Semiconductors & Semiconductor Equipment		467,582,553		—		—		467,582,553
Software		699,025,178		—		—		699,025,178
Specialty Retail		25,465,039		—		—		25,465,039
Technology Hardware, Storage & Peripherals		290,702,329		—		—		290,702,329
Textiles, Apparel & Luxury Goods		—		41,633,476		—		41,633,476
Preferred Securities		—		—		31,260,446		31,260,446
Short-Term Securities
Money Market Funds		1,635,299		—		—		1,635,299
	$	3,154,937,645	$	66,428,387	$	31,260,446	$	3,252,626,478

See notes to financial statements.

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

Schedule of Investments (unaudited) November 30, 2023      BlackRock Health Sciences Opportunities Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Biotechnology — 23.7%
AbbVie, Inc.		2,069,520	$	294,678,953
Abcam PLC, ADR(a)		1,059,945		25,406,882
Alnylam Pharmaceuticals, Inc.(a)		184,507		31,043,303
Amgen, Inc.		1,050,915		283,368,721
Argenx SE, ADR(a)		161,682		72,855,526
BeiGene Ltd., ADR(a)(b)		96,865		18,107,943
Biogen, Inc.(a)		596,508		139,630,593
BioMarin Pharmaceutical, Inc.(a)		642,970		58,561,708
Biomea Fusion, Inc.(a)		137,217		2,067,860
Blueprint Medicines Corp.(a)		400,250		27,873,410
Cabaletta Bio, Inc.(a)(b)		419,920		6,739,716
Cerevel Therapeutics Holdings, Inc.(a)		312,854		8,112,304
CureVac NV(a)(b)		310,911		1,678,919
Exact Sciences Corp.(a)		280,808		17,971,712
Frequency Therapeutics, Inc., CVR(a)		8,560		116
Genesis Therapeutics, Inc., Series B (Acquired 08/10/23, cost $4,207,998)(a)(c)(d)		823,870		4,209,976
Genmab A/S(a)		42,470		13,357,469
Genmab A/S, ADR(a)(b)		289,405		9,148,092
Gilead Sciences, Inc.		2,723,422		208,614,125
Immuneering Corp., Class A(a)(b)		264,380		1,734,333
Immunocore Holdings PLC, ADR(a)(b)		181,355		9,562,849
Incyte Corp.(a)		398,775		21,669,434
Ionis Pharmaceuticals, Inc.(a)		365,540		18,083,264
Kartos Therapeutics, Inc., Series C (Acquired 08/22/23, cost $6,974,988)(a)(c)(d)		1,233,856		6,971,286
Karuna Therapeutics, Inc.(a)(b)		38,125		7,289,881
Legend Biotech Corp., ADR(a)		465,786		28,329,105
Merus NV(a)		338,562		8,376,024
Mirati Therapeutics, Inc.(a)		228,510		12,967,943
Moderna, Inc.(a)		514,004		39,938,111
MoonLake Immunotherapeutics(a)(b)		144,884		6,361,856
Morphic Holding, Inc.(a)(b)		111,625		2,645,513
Neurocrine Biosciences, Inc.(a)		141,165		16,458,427
Nuvalent, Inc., Class A(a)		201,512		13,172,839
Prime Medicine, Inc.(a)(b)		360,982		2,620,729
Protagonist Therapeutics, Inc.(a)		403,935		7,355,656
PTC Therapeutics, Inc.(a)		287,575		6,619,977
Regeneron Pharmaceuticals, Inc.(a)		132,462		109,123,520
REVOLUTION Medicines, Inc.(a)(b)		260,118		6,068,553
Rhythm Pharmaceuticals, Inc.(a)(b)		690,347		23,078,300
Rocket Pharmaceuticals, Inc.(a)		266,176		6,209,886
Sarepta Therapeutics, Inc.(a)		526,617		42,803,430
Seagen, Inc.(a)		341,700		72,853,857
Tenaya Therapeutics, Inc.(a)		431,076		810,423
Ultragenyx Pharmaceutical, Inc.(a)		203,611		7,910,287
Vaxcyte, Inc.(a)		405,425		20,988,852
Vertex Pharmaceuticals, Inc.(a)		396,229		140,586,012
Viking Therapeutics, Inc.(a)		251,795		3,076,935
Xenon Pharmaceuticals, Inc.(a)		448,099		16,391,461
				1,883,486,071
Health Care Equipment & Supplies — 20.9%
Abbott Laboratories		2,298,783		239,740,079
ABIOMED INC, CVR(a)(c)		243,643		662,709
Alcon, Inc.		1,276,433		96,536,628
Align Technology, Inc.(a)		128,790		27,535,302
Baxter International, Inc.		857,481		30,937,914
Becton Dickinson & Co.		557,620		131,698,692
Boston Scientific Corp.(a)		6,262,123		349,990,054
Cooper Cos., Inc. (The)		197,962		66,697,357

Security	Shares		Value
Health Care Equipment & Supplies (continued)
Dexcom, Inc.(a)		486,545	$	56,205,678
Envista Holdings Corp.(a)(b)		322,825		7,324,899
GE HealthCare Technologies, Inc.(b)		610,150		41,770,869
IDEXX Laboratories, Inc.(a)(b)		109,065		50,804,658
Inspire Medical Systems, Inc.(a)		83,905		12,192,236
Intuitive Surgical, Inc.(a)		595,159		184,999,224
Masimo Corp.(a)		218,960		20,529,690
Medtronic PLC		1,139,497		90,327,927
Orchestra BioMed Holdings, Inc.(a)(b)		262,308		1,631,556
Penumbra, Inc.(a)		169,035		37,540,983
STERIS PLC		145,075		29,151,371
Stryker Corp.		600,360		177,904,679
				1,654,182,505
Health Care Providers & Services — 22.3%
Cencora, Inc.		884,445		179,869,580
Centene Corp.(a)		1,082,935		79,790,651
Cigna Group (The)		440,846		115,889,596
Elevance Health, Inc.		407,647		195,462,660
Guardant Health, Inc.(a)		219,046		5,513,388
HCA Healthcare, Inc.		315,226		78,957,808
Humana, Inc.		222,420		107,842,561
Laboratory Corp. of America Holdings		93,970		20,383,033
McKesson Corp.		367,850		173,095,496
Quest Diagnostics, Inc.		162,538		22,305,090
UnitedHealth Group, Inc.		1,420,784		785,650,928
				1,764,760,791
Life Sciences Tools & Services — 7.8%
10X Genomics, Inc., Class A(a)(b)		212,123		9,231,593
Agilent Technologies, Inc.		340,743		43,546,955
Avantor, Inc.(a)(b)		1,282,066		27,154,158
Bio-Techne Corp.		185,865		11,690,909
Danaher Corp.		1,086,677		242,665,841
IQVIA Holdings, Inc.(a)(b)		128,342		27,478,022
Mettler-Toledo International, Inc.(a)		14,110		15,407,132
Nautilus Biotechnology, Inc.(a)		308,716		848,969
QIAGEN NV(a)		506,921		20,864,868
Rapid Micro Biosystems, Inc., Class A(a)		377,456		441,624
Repligen Corp.(a)(b)		117,900		18,539,775
Thermo Fisher Scientific, Inc.		270,197		133,952,865
West Pharmaceutical Services, Inc.		201,490		70,674,632
				622,497,343
Pharmaceuticals — 20.5%
AstraZeneca PLC		246,769		31,760,750
Catalent, Inc.(a)		302,607		11,756,282
Daiichi Sankyo Co. Ltd.		504,500		13,670,511
Elanco Animal Health, Inc.(a)		1,398,355		16,472,622
Eli Lilly & Co.		1,252,586		740,328,429
Johnson & Johnson		1,013,858		156,803,278
Merck & Co., Inc.		3,204,144		328,360,677
Novo Nordisk A/S, Class B		956,675		97,738,372
Pfizer, Inc.		3,951,494		120,402,022
Sanofi SA		388,736		36,255,440
Structure Therapeutics, Inc. (Acquired 09/29/23,cost $6,024,914)(a)(d)		482,379		8,954,562
Structure Therapeutics, Inc., ADR(a)(b)		213,033		11,863,808
Zoetis, Inc., Class A		294,631		52,052,459
				1,626,419,212
Total Common Stocks — 95.2%     (Cost: $4,694,176,948)				7,551,345,922

18 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Health Sciences Opportunities Portfolio (Percentages shown are based on Net Assets)

Security	Par (000)		Value
Other Interests(a)(c)(d)(e)
Afferent Pharmaceuticals, Inc., Series C (Acquired 06/30/15, cost $0)	USD	3,421	$	718,334
Affinivax Inc. (Acquired 08/19/22, cost $0)		123		1,648,298
Total Other Interests — 0.0%     (Cost: $0)			2,366,632
	Shares
Preferred Securities
Preferred Stocks — 0.7%
Biotechnology — 0.3%
Adarx Pharmaceuticals, Inc., Series C (Acquired 08/02/23, cost $6,399,994)(a)(c)(d)		769,230		6,399,994
Cellarity, Inc., Series B (Acquired 01/15/21, cost $5,149,998)(a)(c)(d)		858,333		2,849,665
Goldfinch Bio, Inc., Series B (Acquired 06/26/20 - 03/21/22, cost $4,152,184)(a)(c)(d)		3,518,800		1,196,392
Laronde, Inc., Series B (Acquired 07/28/21, cost $10,822,560)(a)(c)(d)		386,520		10,822,560
Neurogene, Inc., Series B (Acquired 12/14/20 - 09/22/21, cost $5,099,600)(a)(c)(d)		2,090,000		2,319,900
				23,588,511
Health Care Equipment & Supplies — 0.1%
Exo Imaging, Inc., Series C (Acquired 06/24/21,cost $11,178,997)(a)(c)(d)		1,908,330		5,037,991
Swift Health Systems, Inc., Series D (Acquired 08/27/21, cost $5,271,070)(a)(c)(d)		1,700,345		1,411,287
				6,449,278
Health Care Providers & Services — 0.0%
Quanta Dialysis Technologies Ltd., Series D (Acquired 06/18/21, cost $9,727,321)(a)(c)(d)		80,024,425		5,354,422
Pharmaceuticals — 0.1%
Insitro, Series C (Acquired 03/10/21, cost $10,839,964)(a)(c)(d)		592,636		6,187,120
Software — 0.2%
Carbon Health Technologies, Inc. (Acquired 07/09/21, cost $16,855,000)(a)(c)(d)		1,670,499		13,647,977
Total Preferred Securities — 0.7%     (Cost: $85,496,687)				55,227,308

Security	Shares		Value
Warrants(a)
Biotechnology — 0.0%
Nuvation Bio, Inc. (Issued/Exercisable 08/17/20, 1 Share for 1 Warrant, Expires 07/07/27, Strike Price USD 0.00)		77,354	$	3,868
Health Care Providers & Services — 0.0%
CareMax, Inc. (Issued/Exercisable 09/15/20, 1 Share for 1 Warrant, Expires 07/16/25, Strike Price USD 0.00)(b)		88,432		2,697
Total Warrants — 0.0%     (Cost: $306,235)				6,565
Total Long-Term Investments — 95.9%     (Cost: $4,779,979,870)				7,608,946,427
Short-Term Securities
Money Market Funds — 4.7%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(f)(g)		313,146,239		313,146,239
SL Liquidity Series, LLC, Money Market Series, 5.56%(f)(g)(h)		58,834,212		58,857,746
Total Short-Term Securities — 4.7%     (Cost: $371,965,352)				372,003,985
Total Investments — 100.6%     (Cost: $5,151,945,222)				7,980,950,412
Liabilities in Excess of Other Assets — (0.6)%				(50,501,576	)
Net Assets — 100.0%			$	7,930,448,836

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

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

^(d)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $77,729,764, representing 1.0% of its net assets as of period end, and an original cost of $102,704,587.

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

^(f)  Affiliate of the Fund.

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

^(h)  All or a portion of this security was purchased with the cash collateral from loaned securities.

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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Health Sciences Opportunities Portfolio

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale		Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	211,473,753	$	101,672,486	(a)	$	—	$	—	$	—	$	313,146,239		313,146,239	$	4,641,903		$	—
SL Liquidity Series, LLC, Money Market Series		47,521,743		11,310,032	(a)		—		20,603		5,368		58,857,746		58,834,212		425,410	(b)		—
								$	20,603	$	5,368	$	372,003,985			$	5,067,313		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation  (Depreciation)
USD	88,893,484	EUR	82,488,400	Goldman Sachs International		12/14/23	$	(954,026	)
USD	72,404,938	EUR	67,184,700	HSBC Bank PLC		12/14/23		(773,570	)
USD	53,114,363	GBP	42,539,100	Standard Chartered Bank		12/14/23		(596,462	)
							$	(2,324,058	)

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Liabilities — Derivative Financial Instruments
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts	$	—	$	—	$	—	$	2,324,058	$	—	$	—	$	2,324,058

For the period ended November 30 2023, the effect of derivative financial instruments in the Statements 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:
Forward foreign currency exchange contracts	$	—	$	—		$	—	$	(2,386,899	)	$	—	$	—	$	(2,386,899	)
Net Change in Unrealized Appreciation (Depreciation) on:
Forward foreign currency exchange contracts	$	—	$	—		$	—	$	94,083		$	—	$	—	$	94,083
					��

20 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Health Sciences Opportunities Portfolio

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Forward foreign currency exchange contracts
Average amounts purchased — in USD	$176,104,930

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

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
Forward foreign currency exchange contracts	$	—	$	2,324,058
Total derivative assets and liabilities in the Statements of Assets and Liabilities	$	—	$	2,324,058
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		—
Total derivative assets and liabilities subject to an MNA	$	—	$	2,324,058

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 Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset(a)		Non- Cash Collateral Pledged(b)		Cash Collateral Pledged(b)		Net Amount of Derivative Liabilities(c)(d)
Goldman Sachs International	$	954,026	$	—	$	—	$	—	$	954,026
HSBC Bank PLC		773,570		—		—		—		773,570
Standard Chartered Bank		596,462		—		—		—		596,462
	$	2,324,058	$	—	$	—	$	—	$	2,324,058

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

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

^(c)  Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Biotechnology	$	1,858,947,224	$	13,357,585	$	11,181,262	$	1,883,486,071
Health Care Equipment & Supplies		1,653,519,796		—		662,709		1,654,182,505
Health Care Providers & Services		1,764,760,791		—		—		1,764,760,791
Life Sciences Tools & Services		622,497,343		—		—		622,497,343
Pharmaceuticals		1,438,039,577		188,379,635		—		1,626,419,212
Other Interests		—		—		2,366,632		2,366,632
Preferred Securities		—		—		55,227,308		55,227,308
Warrants		6,565		—		—		6,565
Short-Term Securities
Money Market Funds		313,146,239		—		—		313,146,239

S C H E D U L E S   O F   I N V E  S T M E N T S 21

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Health Sciences Opportunities Portfolio

Fair Value Hierarchy as of Period End (continued)

	Level 1		Level 2			Level 3			Total
Liabilities
Unfunded Commitments(a)	$	—	$	—		$	(1,108,365	)	$	(1,108,365	)
	$	7,650,917,535	$	201,737,220		$	68,329,546			7,920,984,301
Investments valued at NAV(b)										58,857,746
									$	7,979,842,047
Derivative Financial Instruments(c)
Liabilities
Foreign Currency Exchange Contracts	$	—	$	(2,324,058	)	$	—		$	(2,324,058	)

^(a)  Unfunded commitments are valued at the unrealized appreciation (depreciation) on the commitment.

^(b)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

^(c)  Derivative financial instruments are forward foreign currency exchange contracts. Forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

22 2 0 2 3   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

Schedule of Investments (unaudited) November 30, 2023      BlackRock Infrastructure Sustainable Opportunities Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Commercial Services & Supplies — 1.0%
Smart Metering Systems PLC		10,666	$	86,986
Construction & Engineering — 4.2%
Ferrovial SE		10,808		373,787
Diversified Telecommunication Services — 5.0%
Cellnex Telecom SA(a)		8,143		310,888
Infrastrutture Wireless Italiane SpA(a)		10,926		135,108
				445,996
Electric Utilities — 29.0%
EDP - Energias de Portugal SA		72,234		345,461
Enel SpA		52,125		368,359
Eversource Energy		2,265		134,564
Exelon Corp.		2,338		90,036
Hydro One Ltd.(a)		6,065		168,593
Orsted AS(a)		4,584		215,850
Portland General Electric Co.		5,043		207,065
SSE PLC		16,176		374,806
Terna - Rete Elettrica Nazionale		52,557		423,458
Xcel Energy, Inc.		4,146		252,243
				2,580,435
Ground Transportation — 4.8%
Canadian Pacific Kansas City Ltd.		2,526		181,853
CSX Corp.		5,037		162,695
West Japan Railway Co.		2,200		86,949
				431,497
Health Care REITs — 2.4%
Aedifica SA		1,446		90,537
Physicians Realty Trust		10,719		125,198
				215,735
Independent Power and Renewable Electricity Producers — 7.9%
Boralex, Inc., Class A		8,343		189,554
Clearway Energy, Inc., Class C		15,963		398,596
EDP Renovaveis SA		6,231		113,804
				701,954
IT Services — 1.6%
NEXTDC Ltd.(b)		16,351		140,405
Multi-Utilities — 6.9%
National Grid PLC		40,715		528,044
REN - Redes Energeticas Nacionais SGPS SA		31,694		84,122
				612,166

Security	Shares		Value
Office REITs — 1.5%
Alexandria Real Estate Equities, Inc.		1,234	$	135,000
Specialized REITs — 12.6%
American Tower Corp.		1,540		321,521
Digital Realty Trust, Inc.		648		89,929
Equinix, Inc.		272		221,683
SBA Communications Corp.		1,978		488,487
				1,121,620
Transportation Infrastructure — 12.0%
Aena SME SA(a)		525		90,288
Aeroports de Paris SA		705		86,928
Enav SpA(a)		20,993		75,026
Flughafen Zurich AG, Registered Shares		425		90,063
Fraport AG Frankfurt Airport Services Worldwide(b)		3,188		182,348
Getlink SE		15,125		276,381
Salik Co. PJSC		110,325		96,129
Transurban Group		20,632		176,280
				1,073,443
Water Utilities — 5.2%
Severn Trent PLC		6,320		207,526
United Utilities Group PLC		18,866		259,971
				467,497
Total Long-Term Investments — 94.1%     (Cost: $8,628,884)			8,386,521
Short-Term Securities
Money Market Funds — 5.0%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(c)(d)		440,923		440,923
Total Short-Term Securities — 5.0%     (Cost: $440,923)				440,923
Total Investments — 99.1%     (Cost: $9,069,807)				8,827,444
Other Assets Less Liabilities — 0.9%				82,054
Net Assets — 100.0%			$	8,909,498

^(a)  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.

^(b)  Non-income producing security.

^(c)  Affiliate of the Fund.

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

S C H E D U L E S   O F   I N V E  S T M E N T S 23

Schedule of Investments  (unaudited) (continued) November 30, 2023      BlackRock Infrastructure Sustainable Opportunities Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost		Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	733,814	$	—	$	(292,891	)(a)	$	—	$	—	$	440,923		440,923	$	12,323		$	—
SL Liquidity Series, LLC, Money Market Series(b)		—		—		(1	)(a)		1		—		—		—		12	(c)		—
								$	1	$	—	$	440,923			$	12,335		$	—

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

^(b)  As of period end, the entity is no longer held.

^(c)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Derivative Financial Instruments Outstanding as of Period End

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/Short

Monthly

Goldman Sachs Bank USA

(c)

08/19/26

$

95,210

$

3,562

(b)

$

98,917

1.1

%

^(a)  The Fund receives the total return on a portfolio of long positions underlying the total return swap. The Fund pays the total return on a portfolio of short 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.

^(b)  Amount includes $(145) 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:

	(c)
Range:	26 basis points
Benchmarks:	Euro Short-Term Rate:
	EUR 1 Day

The following table represents the individual long positions and related values of equity securities underlying the total return swap with Goldman Sachs Bank USA, as of period end, termination date August 19, 2026:

	Shares		Value		% of Basket Value
Reference Entity — Long
Common Stocks
Electric Utilities
EDP - Energias de Portugal SA		20,683	$	98,917		100.0	%
Net Value of Reference Entity — Goldman Sachs Bank USA			$	98,917

24 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Infrastructure Sustainable Opportunities Fund

Balances Reported in the Statements of Assets and Liabilities for OTC Swaps

	Swap Premiums Paid		Swap Premiums Received		Unrealized Appreciation		Unrealized Depreciation
OTC Swaps	$	—	$	—	$	3,562	$	—

Derivative Financial Instruments Categorized by Risk Exposure

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

	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Other Contracts		Total
Assets — Derivative Financial Instruments
Swaps — OTC
Unrealized appreciation on OTC swaps;
Swap premiums paid	$	—	$	—	$	3,562	$	—	$	—	$	—	$	3,562

For the period ended November 30, 2023, the effect of derivative financial instruments in the Statements 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:
Swaps	$	—	$	—	$	(16,173	)	$	—	$	—	$	—	$	(16,173	)
Net Change in Unrealized Appreciation (Depreciation) on:
Swaps	$	—	$	—	$	10,325		$	—	$	—	$	—	$	10,325

Average Quarterly Balances of Outstanding Derivative Financial Instruments

Total return swaps
Average notional amount	$	93,862

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

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
Swaps — OTC(a)	$	3,562	$	—
Total derivative assets and liabilities in the Statements of Assets and Liabilities	$	3,562	$	—
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		—		—
Total derivative assets and liabilities subject to an MNA	$	3,562	$	—

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

S C H E D U L E S   O F   I N V E  S T M E N T S 25

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Infrastructure Sustainable Opportunities Fund

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

Counterparty	Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset(a)		Non- Cash Collateral Received(b)		Cash Collateral Received(b)		Net Amount of Derivative Assets(c)
Goldman Sachs Bank USA	$	3,562	$	—	$	—	$	—	$	3,562

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

^(b)  Excess of collateral received/pledged, if any, 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.

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Commercial Services & Supplies	$	86,986	$	—	$	—	$	86,986
Construction & Engineering		—		373,787		—		373,787
Diversified Telecommunication Services		—		445,996		—		445,996
Electric Utilities		852,501		1,727,934		—		2,580,435
Ground Transportation		344,548		86,949		—		431,497
Health Care REITs		125,198		90,537		—		215,735
Independent Power and Renewable Electricity Producers		588,150		113,804		—		701,954
IT Services		—		140,405		—		140,405
Multi-Utilities		—		612,166		—		612,166
Office REITs		135,000		—		—		135,000
Specialized REITs		1,121,620		—		—		1,121,620
Transportation Infrastructure		96,129		977,314		—		1,073,443
Water Utilities		207,526		259,971		—		467,497
Short-Term Securities
Money Market Funds		440,923		—		—		440,923
	$	3,998,581	$	4,828,863	$	—	$	8,827,444
Derivative Financial Instruments(a)
Assets
Equity Contracts	$	—	$	3,562	$	—	$	3,562

^(a)  Derivative financial instruments are swaps. Swaps are valued at the unrealized appreciation (depreciation) on the instrument.

See notes to financial statements.

26 2 0 2 3   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

Schedule of Investments (unaudited) November 30, 2023      BlackRock Mid-Cap Growth Equity Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Aerospace & Defense — 6.4%
Axon Enterprise, Inc.(a)(b)		1,076,251	$	247,397,818
HEICO Corp.(b)		1,348,302		230,600,091
TransDigm Group, Inc.		263,206		253,433,161
				731,431,070
Automobiles — 2.4%
Ferrari NV		756,113		271,414,322
Beverages — 0.9%
Davide Campari-Milano NV		9,461,757		103,344,433
Capital Markets — 11.1%
Ares Management Corp., Class A		2,727,142		306,121,689
KKR & Co., Inc., Class A		4,561,044		345,909,577
MarketAxess Holdings, Inc.		44,234		10,621,468
MSCI, Inc., Class A		662,859		345,250,110
Tradeweb Markets, Inc., Class A		2,794,116		270,749,841
				1,278,652,685
Commercial Services & Supplies — 7.3%
Cintas Corp.		162,383		89,838,395
Copart, Inc.(a)		9,016,463		452,806,772
Rollins, Inc.		4,142,297		168,757,180
Waste Connections, Inc.		945,368		128,087,910
				839,490,257
Communications Equipment — 0.3%
Motorola Solutions, Inc.		104,761		33,824,184
Construction & Engineering — 0.9%
WillScot Mobile Mini Holdings Corp.(a)		2,550,246		106,396,263
Construction Materials — 1.4%
Vulcan Materials Co.		745,868		159,287,570
Distributors — 0.1%
Pool Corp.		39,515		13,724,350
Electronic Equipment, Instruments & Components — 1.6%
Teledyne Technologies, Inc.(a)(b)		468,133		188,638,874
Entertainment — 3.7%
Liberty Media Corp. - Liberty Formula One, Class C(a)		3,224,865		205,294,906
Live Nation Entertainment, Inc.(a)(b)		2,688,199		226,400,120
				431,695,026
Ground Transportation — 3.2%
Old Dominion Freight Line, Inc.		718,484		279,533,385
Saia, Inc.(a)(b)		235,976		92,122,671
				371,656,056
Health Care Equipment & Supplies — 7.7%
Alcon, Inc.		2,662,178		201,340,522
Align Technology, Inc.(a)		691,284		147,796,519
IDEXX Laboratories, Inc.(a)		503,062		234,336,341
STERIS PLC		823,779		165,530,152
Teleflex, Inc.(b)		588,330		132,780,198
				881,783,732
Hotels, Restaurants & Leisure — 3.1%
Evolution AB(c)		14,296		1,481,066
Planet Fitness, Inc., Class A(a)(b)		3,293,988		223,793,545
Vail Resorts, Inc.		598,486		130,056,993
				355,331,604
Interactive Media & Services — 0.2%
Match Group, Inc.(a)(b)		834,672		27,026,679

Security		Shares		Value
IT Services — 5.2%
Globant SA(a)			1,043,251	$	230,349,821
MongoDB, Inc., Class A(a)(b)			662,478		275,418,604
VeriSign, Inc.(a)			447,846		95,032,921
					600,801,346
Life Sciences Tools & Services — 8.5%
Agilent Technologies, Inc.			110,063		14,066,052
Bio-Techne Corp.(b)			3,717,902		233,856,036
Charles River Laboratories International, Inc.(a)(b)			920,235		181,359,914
Mettler-Toledo International, Inc.(a)			9,510		10,384,254
Repligen Corp.(a)(b)			1,390,677		218,683,958
West Pharmaceutical Services, Inc.			909,195		318,909,238
					977,259,452
Machinery — 0.8%
IDEX Corp.			433,118		87,351,238
Oil, Gas & Consumable Fuels — 2.5%
Cheniere Energy, Inc.			1,589,821		289,585,895
Professional Services — 2.3%
Equifax, Inc.			1,243,672		270,759,831
Real Estate Management & Development — 2.8%
CoStar Group, Inc.(a)(b)			3,939,749		327,156,757
Semiconductors & Semiconductor Equipment — 8.3%
ASM International NV			500,064		256,839,393
Entegris, Inc.			2,721,392		284,113,325
Monolithic Power Systems, Inc.			569,156		312,307,280
ON Semiconductor Corp.(a)(b)			1,448,900		103,350,037
					956,610,035
Software — 14.5%
ANSYS, Inc.(a)			1,008,490		295,850,626
Aspen Technology, Inc.(a)(b)			985,941		185,613,253
Cadence Design Systems, Inc.(a)			1,015,041		277,380,254
Crowdstrike Holdings, Inc., Class A(a)			1,612,701		382,194,010
HubSpot, Inc.(a)			578,408		285,693,064
Roper Technologies, Inc.			397,968		214,206,276
Tyler Technologies, Inc.(a)			62,010		25,352,168
					1,666,289,651
Specialty Retail — 2.0%
Floor & Decor Holdings, Inc., Class A(a)(b)			2,451,300		224,808,723
Tractor Supply Co.			10,783		2,189,057
					226,997,780
Textiles, Apparel & Luxury Goods — 1.6%
Lululemon Athletica, Inc.(a)			247,146		110,424,833
On Holding AG, Class A(a)			2,584,276		74,969,846
					185,394,679
Trading Companies & Distributors — 1.2%
SiteOne Landscape Supply, Inc.(a)(b)			948,359		133,547,914
Total Common Stocks — 100.0%
(Cost: $8,341,523,567)					11,515,451,683
		Par (000)
Other Interests(a)(d)(e)
GCI Liberty, Inc., Class A	USD		1,529		15
Total Other Interests — 0.0%     (Cost: $0)					15
Total Long-Term Investments — 100.0%     (Cost: $8,341,523,567)					11,515,451,698

S C H E D U L E S   O F   I N V E  S T M E N T S 27

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Mid-Cap Growth Equity Portfolio (Percentages shown are based on Net Assets)

Security	Shares		Value
Short-Term Securities
Money Market Funds — 3.6%
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.26%(f)(g)		15,765,491	$	15,765,491
SL Liquidity Series, LLC, Money Market Series, 5.56%(f)(g)(h)		400,343,774		400,503,912
Total Short-Term Securities — 3.6%     (Cost: $416,029,094)			416,269,403
Total Investments — 103.6%     (Cost: $8,757,552,661)			11,931,721,101
Liabilities in Excess of Other Assets — (3.6)%				(414,945,498	)
Net Assets — 100.0%			$  11,516,775,603

^(a)  Non-income producing security.

^(b)  All or a portion of this security is on loan.

^(c)  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.

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

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

^(f)  Affiliate of the Fund.

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

^(h)  All or a portion of this security was purchased with the cash collateral from loaned securities.

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost			Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)		Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund, Institutional Class	$	34,969,706	$	—		$	(19,204,215	)(a)	$	—	$	—	$	15,765,491		15,765,491	$	370,799		$	—
SL Liquidity Series, LLC, Money Market Series		248,967,968		151,403,592	(a)		—			10,515		121,837		400,503,912		400,343,774		218,709	(b)		—
									$	10,515	$	121,837	$	416,269,403			$	589,508		$	—

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

^(b)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

28 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Mid-Cap Growth Equity Portfolio

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Aerospace & Defense	$	731,431,070	$	—	$	—	$	731,431,070
Automobiles		271,414,322		—		—		271,414,322
Beverages		—		103,344,433		—		103,344,433
Capital Markets		1,278,652,685		—		—		1,278,652,685
Commercial Services & Supplies		839,490,257		—		—		839,490,257
Communications Equipment		33,824,184		—		—		33,824,184
Construction & Engineering		106,396,263		—		—		106,396,263
Construction Materials		159,287,570		—		—		159,287,570
Distributors		13,724,350		—		—		13,724,350
Electronic Equipment, Instruments & Components		188,638,874		—		—		188,638,874
Entertainment		431,695,026		—		—		431,695,026
Ground Transportation		371,656,056		—		—		371,656,056
Health Care Equipment & Supplies		881,783,732		—		—		881,783,732
Hotels, Restaurants & Leisure		353,850,538		1,481,066		—		355,331,604
Interactive Media & Services		27,026,679		—		—		27,026,679
IT Services		600,801,346		—		—		600,801,346
Life Sciences Tools & Services		977,259,452		—		—		977,259,452
Machinery		87,351,238		—		—		87,351,238
Oil, Gas & Consumable Fuels		289,585,895		—		—		289,585,895
Professional Services		270,759,831		—		—		270,759,831
Real Estate Management & Development		327,156,757		—		—		327,156,757
Semiconductors & Semiconductor Equipment		699,770,642		256,839,393		—		956,610,035
Software		1,666,289,651		—		—		1,666,289,651
Specialty Retail		226,997,780		—		—		226,997,780
Textiles, Apparel & Luxury Goods		185,394,679		—		—		185,394,679
Trading Companies & Distributors		133,547,914		—		—		133,547,914
Other Interests		—		—		15		15
Short-Term Securities
Money Market Funds		15,765,491		—		—		15,765,491
	$	11,169,552,282	$	361,664,892	$	15		11,531,217,189
Investments valued at NAV(a)								400,503,912
							$	11,931,721,101

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

See notes to financial statements.

S C H E D U L E S   O F   I N V E  S T M E N T S 29

Schedule of Investments (unaudited)  November 30, 2023      BlackRock Technology Opportunities Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Common Stocks
Automobiles — 2.1%
Tesla, Inc.(a)		398,316	$	95,627,705
Broadline Retail — 4.6%
Amazon.com, Inc.(a)		745,743		108,945,595
Coupang, Inc., Class A(a)		1,334,882		20,396,997
MercadoLibre, Inc.(a)		52,783		85,532,740
				214,875,332
Capital Markets — 0.7%
S&P Global, Inc.		79,421		33,025,634
Communications Equipment — 1.5%
Arista Networks, Inc.(a)		181,544		39,887,032
Motorola Solutions, Inc.		98,385		31,765,565
				71,652,597
Diversified Consumer Services — 0.0%
Think & Learn Private Ltd. (Acquired 09/30/20, cost $3,427,642)(a)(b)(c)		2,241		468,893
Electrical Equipment — 0.4%
NEXTracker, Inc., Class A(a)		520,857		21,167,629
Electronic Equipment, Instruments & Components — 0.7%
Flex Ltd.(a)		1,239,000		31,532,550
Entertainment — 3.3%
Netflix, Inc.(a)		69,785		33,075,996
Nintendo Co. Ltd.		458,800		21,385,780
Spotify Technology SA(a)		212,902		39,410,289
Take-Two Interactive Software, Inc.(a)		161,570		25,560,374
Warner Music Group Corp., Class A		966,652		32,005,848
				151,438,287
Financial Services — 5.1%
Mastercard, Inc., Class A		290,735		120,314,865
Visa, Inc., Class A		402,067		103,202,557
Wise PLC, Class A(a)		1,516,708		15,003,950
				238,521,372
Ground Transportation — 1.0%
Uber Technologies, Inc.(a)		829,414		46,762,361
Household Durables — 0.6%
Sony Group Corp.		319,300		27,456,938
Interactive Media & Services — 5.0%
Alphabet, Inc., Class A(a)		803,740		106,519,662
Meta Platforms, Inc., Class A(a)		381,990		124,968,029
				231,487,691
IT Services — 3.0%
Farmer’s Business Network, Inc.(a)(b)		194,200		844,770
Fujitsu Ltd.		127,000		18,082,989
Klarna Holdings AB (Acquired 09/15/20, cost $11,017,172)(a)(b)(c)		25,600		5,936,654
MongoDB, Inc., Class A(a)(d)		154,828		64,368,193
Shopify, Inc., Class A(a)(d)		424,730		30,928,838
Snowflake, Inc., Class A(a)		93,578		17,562,719
				137,724,163
Professional Services — 1.6%
RELX PLC		1,068,873		41,133,256
Thomson Reuters Corp.		238,526		33,324,558
				74,457,814
Semiconductors & Semiconductor Equipment — 26.6%
Advanced Micro Devices, Inc.(a)		851,855		103,210,752
Applied Materials, Inc.		134,830		20,194,837

Security	Shares		Value
Semiconductors & Semiconductor Equipment (continued)
ARM Holdings PLC, ADR(a)(d)		478,242	$	29,411,883
ASM International NV		89,480		45,958,095
ASML Holding NV		165,388		112,716,330
Broadcom, Inc.		134,803		124,791,181
Lam Research Corp.		105,997		75,885,372
Marvell Technology, Inc.		1,088,794		60,678,490
Micron Technology, Inc.		796,999		60,667,564
Monolithic Power Systems, Inc.		95,508		52,407,150
NVIDIA Corp.		783,066		366,239,968
QUALCOMM, Inc.		143,105		18,467,700
Renesas Electronics Corp.(a)		816,900		14,237,718
SOITEC(a)		328,849		59,659,000
STMicroelectronics NV		594,007		28,197,100
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		308,546		30,024,611
Wolfspeed, Inc.(a)		896,379		33,040,530
				1,235,788,281
Software — 30.9%
Adobe, Inc.(a)		73,565		44,948,951
Altium Ltd.		1,532,415		45,463,217
ANSYS, Inc.(a)		116,793		34,262,394
Aspen Technology, Inc.(a)(d)		112,991		21,271,686
Autodesk, Inc.(a)		114,433		24,995,600
Cadence Design Systems, Inc.(a)		614,542		167,935,892
Constellation Software, Inc.		22,107		51,926,483
Crowdstrike Holdings, Inc., Class A(a)		195,324		46,289,835
Databricks, Inc. (Acquired 07/24/20 - 09/02/20, cost $5,122,891)(a)(b)(c)		319,983		23,518,751
Fair Isaac Corp.(a)(d)		74,842		81,398,159
Intuit, Inc.		156,855		89,636,358
Microsoft Corp.		1,268,225		480,543,135
Oracle Corp.		856,532		99,537,584
Palo Alto Networks, Inc.(a)(d)		129,084		38,091,398
Salesforce, Inc.(a)		260,796		65,694,512
SAP SE		212,888		33,864,226
ServiceNow, Inc.(a)(d)		85,065		58,332,473
Unqork, Inc. (Acquired 03/05/21, cost $4,093,769)(a)(b)(c)		149,520		705,734
Xero Ltd.(a)		384,816		26,236,465
				1,434,652,853
Specialty Retail — 0.0%
AceVector Ltd. (Acquired 05/07/14 - 10/29/14, cost $1,414,399)(a)(b)(c)		304,000		180,883
Technology Hardware, Storage & Peripherals — 10.8%
Apple Inc.		2,319,932		440,671,083
Quanta Computer, Inc.		4,215,000		27,284,347
Samsung Electronics Co. Ltd.		608,509		34,312,446
				502,267,876
Total Common Stocks — 97.9% (Cost: $2,388,994,849)				4,549,088,859
Preferred Securities
Preferred Stocks — 2.2%
Diversified Consumer Services — 0.1%
FlixMobility GmbH, Series F (Acquired 07/26/19, cost $2,490,608)(a)(b)(c)		125		3,586,559
Think & Learn Private Ltd., Series F (Acquired 09/30/20, cost $6,867,746)(a)(b)(c)		2,371		496,093
			4,082,652

30 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Technology Opportunities Fund (Percentages shown are based on Net Assets)

Security	Shares		Value
Interactive Media & Services — 0.8%
Bytedance Ltd., Series E-1 (Acquired 11/11/20, cost $22,196,442)(a)(b)(c)		202,570	$	35,717,710
Semiconductors & Semiconductor Equipment — 0.3%
PsiQuantum Corp., Series C (Acquired 09/09/19, cost $2,698,453)(a)(b)(c)		581,814		13,928,627
Software — 1.0%
Databricks, Inc.
Series F, 0.00% (Acquired 10/22/19, cost $3,700,005)(a)(b)(c)		258,450		18,996,075
Series G, 0.00% (Acquired 02/01/21, cost $12,500,003)(a)(b)(c)		211,425		15,539,738
SambaNova Systems, Inc., Series C (Acquired 02/20/20, cost $9,804,574)(a)(b)(c)		184,153		11,763,694
Unqork, Inc.
Series A, 0.00% (Acquired 03/05/21, cost $194,941)(a)(b)(c)		7,120		35,742
Series B, 0.00% (Acquired 03/05/21, cost $314,316)(a)(b)(c)		11,480		64,173
Series C, 0.00% (Acquired 09/18/20, cost $8,323,340)(a)(b)(c)		304,000		2,149,280
Series Seed, 0.00% (Acquired 03/05/21, cost $489,544)(a)(b)(c)		17,880		85,645
Series Seed A, 0.00% (Acquired 03/05/21, cost $180,704)(a)(b)(c)		6,600		31,482
				48,665,829
Total Preferred Securities — 2.2%     (Cost: $69,762,327)			102,394,818
Warrants(a)(b)
Software — 0.0%
Constellation Software, Inc. (Issued/Exercisable, 1 Share for 1 Warrant, Expires 03/31/40, Strike Price CAD 0.00)		22,107		—
Total Warrants — 0.0%     (Cost: $0)			—
Total Long-Term Investments — 100.1%     (Cost: $2,458,757,176)			4,651,483,677

Security	Shares		Value
Short-Term Securities
Money Market Funds — 1.3%
SL Liquidity Series, LLC, Money Market Series, 5.56%(e)(f)(g)		58,980,638	$	59,004,230
Total Short-Term Securities — 1.3% (Cost: $58,994,550)				59,004,230
Total Investments — 101.4% (Cost: $2,517,751,726)				4,710,487,907
Liabilities in Excess of Other Assets — (1.4)%				(63,893,143	)
Net Assets — 100.0%			$	4,646,594,764

^(a)  Non-income producing security.

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

^(c)  Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $133,205,733, representing 2.9% of its net assets as of period end, and an original cost of $94,838,200.

^(d)  All or a portion of this security is on loan.

^(e)  Affiliate of the Fund.

^(f)  All or a portion of this security was purchased with the cash collateral from loaned securities.

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

S C H E D U L E S   O F   I N V E  S T M E N T S 31

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Technology Opportunities Fund

Affiliates

Investments in issuers considered to be affiliate(s) of the Fund during the six months ended November 30, 2023 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliated Issuer	Value at 05/31/23		Purchases at Cost		Proceeds from Sale			Net Realized Gain (Loss)		Change in Unrealized Appreciation (Depreciation)			Value at 11/30/23		Shares Held at 11/30/23		Income			Capital Gain Distributions from Underlying Funds
BlackRock Liquidity Funds, T-Fund(a)	$	37,081,328	$	—	$	(37,081,328	)(b)	$	—	$	—		$	—		—	$	466,562		$	—
SL Liquidity Series, LLC, Money Market Series		148,567,014		—		(89,577,084	)(b)		32,367		(18,067	)		59,004,230		58,980,638		51,996	(c)		—
								$	32,367	$	(18,067	)	$	59,004,230			$	518,558		$	—

^(a)  As of period end, the entity is no longer held.

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

^(c)  All or a portion represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

Fair Value Hierarchy as of Period End

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

The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.

	Level 1		Level 2		Level 3		Total
Assets
Investments
Long-Term Investments
Common Stocks
Automobiles	$	95,627,705	$	—	$	—	$        95,627,705
Broadline Retail		214,875,332		—		—	214,875,332
Capital Markets		33,025,634		—		—	33,025,634
Communications Equipment		71,652,597		—		—	71,652,597
Diversified Consumer Services		—		—		468,893	468,893
Electrical Equipment		21,167,629		—		—	21,167,629
Electronic Equipment, Instruments & Components		31,532,550		—		—	31,532,550
Entertainment		130,052,507		21,385,780		—	151,438,287
Financial Services		223,517,422		15,003,950		—	238,521,372
Ground Transportation		46,762,361		—		—	46,762,361
Household Durables		—		27,456,938		—	27,456,938
Interactive Media & Services		231,487,691		—		—	231,487,691
IT Services		112,859,750		18,082,989		6,781,424	137,724,163
Professional Services		33,324,558		41,133,256		—	74,457,814
Semiconductors & Semiconductor Equipment		975,020,038		260,768,243		—	1,235,788,281
Software		1,304,864,460		105,563,908		24,224,485	1,434,652,853
Specialty Retail		—		—		180,883	180,883
Technology Hardware, Storage & Peripherals		440,671,083		61,596,793		—	502,267,876
Preferred Securities		—		—		102,394,818	102,394,818
Warrants		—		—		—	—
	$	3,966,441,317	$	550,991,857	$	134,050,503	4,651,483,677
Investments valued at NAV(a)							59,004,230
							$   4,710,487,907

^(a)  Certain investments of the Fund were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

32 2 0 2 3   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

Schedule of Investments (unaudited) (continued) November 30, 2023      BlackRock Technology Opportunities Fund

A reconciliation of Level 3 financial instruments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the year in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:

	Common Stocks			Preferred Stocks			Warrants		Total
Assets
Opening Balance, as of May 31, 2023	$	27,801,094		$	103,069,338		$	—	$	130,870,432
Transfers into Level 3		—			—			—		—
Transfers out of Level 3		—			—			—		—
Accrued discounts/premiums		—			—			—		—
Net realized gain (loss)		—			—			—		—
Net change in unrealized appreciation (depreciation)(a)(b)		(2,565,001	)		5,745,072			—(c)		3,180,071
Purchases		6,419,592			—			—		6,419,592
Sales		—			(6,419,592	)		—		(6,419,592	)
Closing Balance, as of November 30, 2023	$	31,655,685		$	102,394,818		$	—(c)	$	134,050,503
Net change in unrealized appreciation (depreciation) on investments still held at November 30, 2023(b)	$	(2,565,001	)	$	7,176,985		$	—(c)	$	4,611,984

^(a)  Included in the related net change in unrealized appreciation (depreciation) in the Statements of Operations.

^(b)  Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at November 30, 2023, is generally due to investments no longer held or categorized as Level 3 at period end.

^(c)  Rounds to less than $1.

The following table summarizes the valuation approaches used and unobservable inputs utilized by the BlackRock Valuation Committee (the “Valuation Committee”) to determine the value of certain of the Fund’s Level 3 investments as of period end.

	Value		Valuation Approach		Unobservable Inputs	Range of Unobservable Inputs Utilized(a)		Weighted Average of Unobservable Inputs Based on Fair Value
Assets
Common Stocks	$	31,655,685		Market	Revenue Multiple		1.00x - 27.59x	11.22x
					Volatility		70%	—
					Time to Exit		3.0 years	—
Preferred Stocks		102,394,818		Market	Revenue Multiple		1.00x - 27.59x	14.48x
					Volatility		50% - 70%	53%
					Time to Exit		3.0 - 4.0 years	3.9 years
					Market Adjustment Multiple		1.20x	—
	$	134,050,503

^(a)  A significant change in unobservable input would have resulted in a correlated (inverse) significant change to value.

See notes to financial statements.

S C H E D U L E S   O F   I N V E  S T M E N T S 33

Statements of Assets and Liabilities (unaudited)

November 30, 2023

	BlackRock Capital Appreciation Fund, Inc.		BlackRock Health Sciences Opportunities Portfolio		BlackRock Infrastructure Sustainable Opportunities Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	3,250,991,179	$	7,608,946,427	$	8,386,521
Investments, at value — affiliated(c)		1,635,299		372,003,985		440,923
Cash		3,930		—		—
Foreign currency, at value(d)		—		—		100,737
Receivables:
Investments sold		—		64,383,172		104,712
Securities lending income — affiliated		1,189		22,872		—
Capital shares sold		1,193,307		3,717,367		—
Dividends — unaffiliated		1,617,688		9,928,952		37,892
Dividends — affiliated		10,279		1,445,830		1,669
From the Manager		—		—		17,115
Unrealized appreciation on OTC swaps		—		—		3,562
Prepaid expenses		27,436		114,828		32,026
Total assets		3,255,480,307		8,060,563,433		9,125,157
LIABILITIES
Collateral on securities loaned		—		58,830,898		—
Payables:
Investments purchased		—		45,230,636		104,450
Accounting services fees		90,159		205,321		15,461
Administration fees		—		353,384		—
Capital shares redeemed		5,735,372		14,457,159		—
Investment advisory fees		1,611,886		4,306,105		—
Directors’ and Officer’s fees		8,215		21,307		2,216
Other accrued expenses		208,800		72,716		3,602
Printing fees		16,571		26,757		16,756
Professional fees		69,252		114,026		73,140
Service and distribution fees		417,408		927,907		34
Transfer agent fees		548,461		2,135,958		—
Unrealized depreciation on:
Forward foreign currency exchange contracts		—		2,324,058		—
Unfunded commitments		—		1,108,365		—
Total liabilities		8,706,124		130,114,597		215,659
Commitments and contingent liabilities
NET ASSETS	$	3,246,774,183	$	7,930,448,836	$	8,909,498
NET ASSETS CONSIST OF:
Paid-in capital	$	1,484,068,122	$	4,949,649,414	$	10,059,838
Accumulated earnings (loss)		1,762,706,061		2,980,799,422		(1,150,340	)
NET ASSETS	$	3,246,774,183	$	7,930,448,836	$	8,909,498
(a) Investments, at cost — unaffiliated	$	1,565,908,747	$	4,779,979,870	$	8,628,884
(b) Securities loaned, at value	$	—	$	58,419,090	$	—
(c) Investments, at cost — affiliated	$	1,635,299	$	371,965,352	$	440,923
(d) Foreign currency, at cost	$	—	$	—	$	100,279

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Statements of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Capital Appreciation Fund, Inc.		BlackRock Health Sciences Opportunities Portfolio		BlackRock Infrastructure Sustainable Opportunities Fund
NET ASSET VALUE
Institutional
Net assets	$	714,737,760	$	4,143,312,308	$	98,006
Shares outstanding		19,998,360		60,619,018		11,143
Net asset value	$	35.74	$	68.35	$	8.80
Shares authorized		300 million		Unlimited		Unlimited
Par value	$	0.10	$	0.001	$	0.001
Service
Net assets	$	N/A	$	30,893,695	$	N/A
Shares outstanding		N/A		481,504		N/A
Net asset value	$	N/A	$	64.16	$	N/A
Shares authorized		N/A		Unlimited		N/A
Par value	$	N/A	$	0.001	$	N/A
Investor A
Net assets	$	1,879,798,458	$	2,742,400,436	$	184,727
Shares outstanding		60,241,666		42,957,866		21,034
Net asset value	$	31.20	$	63.84	$	8.78
Shares authorized		300 million		Unlimited		Unlimited
Par value	$	0.10	$	0.001	$	0.001
Investor C
Net assets	$	38,198,274	$	333,046,809	$	N/A
Shares outstanding		2,229,791		6,348,856		N/A
Net asset value	$	17.13	$	52.46	$	N/A
Shares authorized		300 million		Unlimited		N/A
Par value	$	0.10	$	0.001	$	N/A
Class K
Net assets	$	589,248,285	$	447,232,206	$	8,626,765
Shares outstanding		16,278,342		6,529,351		980,620
Net asset value	$	36.20	$	68.50	$	8.80
Shares authorized		300 million		Unlimited		Unlimited
Par value	$	0.10	$	0.001	$	0.001
Class R
Net assets	$	24,791,406	$	233,563,382	$	N/A
Shares outstanding		1,120,821		3,784,200		N/A
Net asset value	$	22.12	$	61.72	$	N/A
Shares authorized		500 million		Unlimited		N/A
Par value	$	0.10	$	0.001	$	N/A

See notes to financial statements.

F I N A N C I A L  S T A T E M E N T S 35

Statements of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Mid-Cap Growth Equity Portfolio		BlackRock Technology Opportunities Fund
ASSETS
Investments, at value — unaffiliated(a)(b)	$	11,515,451,698	$	4,651,483,677
Investments, at value — affiliated(c)		416,269,403		59,004,230
Foreign currency, at value(d)		—		4,625
Receivables:
Investments sold		24,524,490		2,042,778
Securities lending income — affiliated		61,556		8,019
Capital shares sold		16,184,368		5,759,829
Dividends — unaffiliated		3,920,278		1,926,674
Dividends — affiliated		35,536		17,075
From the Manager		183,702		70,313
Prepaid expenses		136,514		96,561
Total assets		11,976,767,545		4,720,413,781
LIABILITIES
Collateral on securities loaned		400,513,804		59,165,797
Payables:
Investments purchased		22,318,377		—
Accounting services fees		283,932		120,273
Administration fees		378,234		138,441
Capital shares redeemed		27,526,093		9,176,627
Investment advisory fees		5,703,589		2,848,457
Directors’ and Officer’s fees		23,202		9,249
Other accrued expenses		49,084		244,677
Printing fees		29,115		24,586
Professional fees		107,938		148,510
Service and distribution fees		515,496		572,177
Transfer agent fees		2,543,078		1,370,223
Total liabilities		459,991,942		73,819,017
Commitments and contingent liabilities
NET ASSETS	$	11,516,775,603	$	4,646,594,764
NET ASSETS CONSIST OF:
Paid-in capital	$	10,692,192,342	$	3,137,863,609
Accumulated earnings		824,583,261		1,508,731,155
NET ASSETS	$	11,516,775,603	$	4,646,594,764
(a) Investments, at cost — unaffiliated	$	8,341,523,567	$	2,458,757,176
(b) Securities loaned, at value	$	391,835,218	$	57,642,998
(c) Investments, at cost — affiliated	$	416,029,094	$	58,994,550
(d) Foreign currency, at cost	$	—	$	5,274

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Statements of Assets and Liabilities (unaudited) (continued)

November 30, 2023

	BlackRock Mid-Cap Growth Equity Portfolio			BlackRock Technology Opportunities Fund
NET ASSET VALUE
Institutional
Net assets		$	5,199,993,412		$	2,405,811,934
Shares outstanding			145,691,062			44,919,821
Net asset value		$	35.69		$	53.56
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001
Service
Net assets		$	61,884,658		$	47,996,080
Shares outstanding			1,947,267			963,538
Net asset value		$	31.78		$	49.81
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001
Investor A
Net assets		$	1,609,750,528		$	1,702,256,246
Shares outstanding			53,161,281			35,030,130
Net asset value		$	30.28		$	48.59
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001
Investor C
Net assets		$	190,583,357		$	262,850,503
Shares outstanding			8,502,904			6,808,425
Net asset value		$	22.41		$	38.61
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001
Class K
Net assets		$	4,362,853,957		$	190,425,622
Shares outstanding			121,579,772			3,547,308
Net asset value		$	35.88		$	53.68
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001
Class R
Net assets		$	91,709,691		$	37,254,379
Shares outstanding			3,115,951			766,278
Net asset value		$	29.43		$	48.62
Shares authorized			Unlimited			Unlimited
Par value		$	0.001		$	0.001

See notes to financial statements.

F I N A N C I A L  S T A T E M E N T S 37

Statements of Operations (unaudited)

Six Months Ended November 30, 2023

	BlackRock Capital Appreciation Fund, Inc.			BlackRock Health Sciences Opportunities Portfolio			BlackRock Infrastructure Sustainable Opportunities Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	11,066,291		$	47,928,216		$	155,227
Dividends — affiliated		80,090			4,641,903			12,323
Securities lending income — affiliated — net		5,978			425,410			12
Foreign taxes withheld		(80,128	)		(408,300	)		(8,028	)
Total investment income		11,072,231			52,587,229			159,534
EXPENSES
Investment advisory		9,940,456			27,896,402			34,809
Service and distribution — class specific		2,511,699			6,061,794			200
Transfer agent — class specific		1,381,292			4,046,886			657
Registration		120,873			98,332			31,306
Accounting services		106,196			245,993			18,538
Custodian		51,083			83,737			4,665
Professional		20,631			61,975			75,331
Printing and postage		16,635			26,926			20,448
Directors and Officer		15,578			34,928			3,385
Administration		—			1,444,820			1,849
Administration — class specific		—			831,918			870
Miscellaneous		233,417			88,641			4,225
Total expenses excluding interest expense		14,397,860			40,922,352			196,283
Interest expense		—			729			4
Total expenses		14,397,860			40,923,081			196,287
Less:
Administration fees waived		—			—			(1,849	)
Administration fees waived by the Manager — class specific		—			—			(870	)
Fees waived and/or reimbursed by the Manager		(1,160	)		(66,885	)		(151,312	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		—			—			(593	)
Total expenses after fees waived and/or reimbursed		14,396,700			40,856,196			41,663
Net investment income (loss)		(3,324,469	)		11,731,033			117,871
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		92,463,864			165,848,940			(250,986	)
Investments — affiliated		3,536			20,603			1
Forward foreign currency exchange contracts		—			(2,386,899	)		—
Foreign currency transactions		(2,161	)		(115,292	)		329
Swaps		—			—			(16,173	)
		92,465,239			163,367,352			(266,829	)

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Statements of Operations (unaudited) (continued)

Six Months Ended November 30, 2023

	BlackRock Capital Appreciation Fund, Inc.		BlackRock Health Sciences Opportunities Portfolio			BlackRock Infrastructure Sustainable Opportunities Fund
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated	$	336,741,646	$	(33,112,048	)	$	(11,230	)
Investments — affiliated		—		5,368			—
Forward foreign currency exchange contracts		—		94,083			—
Foreign currency translations		2,531		132,252			1,274
Swaps		—		—			10,325
Unfunded commitments		—		(1,108,365	)		—
		336,744,177		(33,988,710	)		369
Net realized and unrealized gain (loss)		429,209,416		129,378,642			(266,460	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	425,884,947	$	141,109,675		$	(148,589)

See notes to financial statements.

F I N A N C I A L  S T A T E M E N T S 39

Statements of Operations (unaudited) (continued)

Six Months Ended November 30, 2023

	BlackRock Mid-Cap Growth Equity Portfolio			BlackRock Technology Opportunities Fund
INVESTMENT INCOME
Dividends — unaffiliated	$	32,677,573		$	10,158,144
Dividends — affiliated		370,799			466,562
Securities lending income — affiliated — net		218,709			51,996
Foreign taxes withheld		(68,843	)		(320,525	)
Total investment income		33,198,238			10,356,177
EXPENSES
Investment advisory		36,484,514			17,307,624
Transfer agent — class specific		6,131,582			2,607,174
Service and distribution — class specific		3,325,313			3,497,380
Administration		1,980,619			823,139
Administration — class specific		1,161,812			449,113
Accounting services		336,261			141,225
Custodian		277,885			54,641
Registration		195,304			138,028
Professional		48,119			60,475
Directors and Officer		44,879			19,088
Printing and postage		41,743			28,473
Miscellaneous		42,806			36,623
Total expenses excluding interest expense		50,070,837			25,162,983
Interest expense		—			132
Total expenses		50,070,837			25,163,115
Less:
Administration fees waived by the Manager — class specific		(729,141	)		(431,037	)
Fees waived and/or reimbursed by the Manager		(5,423	)		(6,911	)
Transfer agent fees waived and/or reimbursed by the Manager — class specific		(1,460,372	)		(642,160	)
Total expenses after fees waived and/or reimbursed		47,875,901			24,083,007
Net investment loss		(14,677,663	)		(13,726,830	)
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments — unaffiliated		(14,249,908	)		59,216,593
Investments — affiliated		10,515			32,367
Foreign currency transactions		(147,559	)		139,166
		(14,386,952	)		59,388,126
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		1,000,822,858			467,361,305
Investments — affiliated		121,837			(18,067	)
Foreign currency translations		46,539			9,922
		1,000,991,234			467,353,160
Net realized and unrealized gain		986,604,282			526,741,286
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	971,926,619		$	513,014,456

See notes to financial statements.

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Statements of Changes in Net Assets

	BlackRock Capital Appreciation Fund, Inc.							BlackRock Health Sciences Opportunities Portfolio
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23			Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss)		$	(3,324,469	)	$	(4,530,704	)		$	11,731,033		$	30,828,045
Net realized gain			92,465,239			110,626,983				163,367,352			353,953,705
Net change in unrealized appreciation (depreciation)			336,744,177			44,745,953				(33,988,710	)		(204,225,469	)
Net increase in net assets resulting from operations			425,884,947			150,842,232				141,109,675			180,556,281
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional			(10,825,340	)		(60,013,923	)			(85,481,994	)		(349,006,342	)
Service			—			—				(677,165	)		(2,578,561	)
Investor A			(32,101,332	)		(137,177,573	)			(58,863,655	)		(224,765,771	)
Investor C			(1,309,811	)		(5,779,913	)			(9,720,375	)		(43,035,902	)
Class K			(10,479,396	)		(42,620,608	)			(8,871,925	)		(31,126,901	)
Class R			(624,211	)		(2,479,998	)			(5,111,805	)		(18,314,016	)
Decrease in net assets resulting from distributions to shareholders			(55,340,090	)		(248,072,015	)			(168,726,919	)		(668,827,493	)
CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions			(235,879,616	)		(324,095,316	)			(511,184,926	)		(536,587,817	)
NET ASSETS
Total increase (decrease) in net assets			134,665,241			(421,325,099	)			(538,802,170	)		(1,024,859,029	)
Beginning of period			3,112,108,942			3,533,434,041				8,469,251,006			9,494,110,035
End of period		$	3,246,774,183		$	3,112,108,942			$	7,930,448,836		$	8,469,251,006

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

See notes to financial statements.

F I N A N C I A L  S T A T E M E N T S 41

Statements of Changes in Net Assets  (continued)

	BlackRock Infrastructure Sustainable Opportunities Fund								BlackRock Mid-Cap Growth Equity Portfolio
	Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23			Six Months Ended 11/30/23 (unaudited)				Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income (loss)		$	117,871		$	146,746			$	(14,677,663	)	$	(34,115,341	)
Net realized loss			(266,829	)		(697,724	)			(14,386,952	)		(1,145,834,520	)
Net change in unrealized appreciation (depreciation)			369			5,508				1,000,991,234			1,071,226,878
Net increase (decrease) in net assets resulting from operations			(148,589	)		(545,470	)			971,926,619			(108,722,983	)
DISTRIBUTIONS TO SHAREHOLDERS(a)
Institutional			(1,083	)		(4,103	)			—			—
Investor A			(1,539	)		(3,968	)			—			—
Class K			(95,768	)		(378,721	)			—			—
Decrease in net assets resulting from distributions to shareholders			(98,390	)		(386,792	)			—			—
CAPITAL SHARE TRANSACTIONS
Net increase (decrease) in net assets derived from capital share transactions			32,095			64,099				(943,729,601	)		(2,206,262,520	)
NET ASSETS
Total increase (decrease) in net assets			(214,884	)		(868,163	)			28,197,018			(2,314,985,503	)
Beginning of period			9,124,382			9,992,545				11,488,578,585			13,803,564,088
End of period		$	8,909,498		$	9,124,382			$	11,516,775,603		$	11,488,578,585

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

See notes to financial statements.

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Statements of Changes in Net Assets  (continued)

	BlackRock Technology Opportunities Fund
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment loss	$	(13,726,830	)		$	(19,097,180	)
Net realized gain (loss)		59,388,126				(264,055,854	)
Net change in unrealized appreciation (depreciation)		467,353,160				408,231,300
Net increase in net assets resulting from operations		513,014,456				125,078,266
CAPITAL SHARE TRANSACTIONS
Net decrease in net assets derived from capital share transactions		(255,480,167	)			(893,403,112	)
NET ASSETS
Total increase (decrease) in net assets		257,534,289				(768,324,846	)
Beginning of period		4,389,060,475				5,157,385,321
End of period	$	4,646,594,764			$	4,389,060,475

See notes to financial statements.

F I N A N C I A L  S T A T E M E N T S 43

Financial Highlights

(For a share outstanding throughout each period)

	BlackRock Capital Appreciation Fund, Inc.
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	31.69		$	31.98		$	43.32		$	38.32		$	30.52		$	33.72		$	29.08
Net investment income (loss)(a)		(0.01	)		0.00	(b)		(0.09	)		(0.06	)		(0.07	)		(0.05	)		0.00	(b)(c)
Net realized and unrealized gain (loss)		4.58			1.82			(6.14	)		7.06			10.81			0.23			7.97
Net increase (decrease) from investment operations		4.57			1.82			(6.23	)		7.00			10.74			0.18			7.97
Distributions from net realized gain(d)		(0.52	)		(2.11	)		(5.11	)		(2.00	)		(2.94	)		(3.38	)		(3.33	)
Net asset value, end of period	$	35.74		$	31.69		$	31.98		$	43.32		$	38.32		$	30.52		$	33.72
Total Return(e)
Based on net asset value		14.53	%(f)		6.81	%		(17.30	)%		18.72	%(f)		38.17	%		1.77	%		30.19	%
Ratios to Average Net Assets(g)
Total expenses		0.76	%(h)		0.73	%		0.70	%		0.72	%(h)		0.75	%		0.75	%		0.76	%
Total expenses after fees waived and/or reimbursed		0.76	%(h)		0.73	%		0.70	%		0.72	%(h)		0.75	%		0.75	%		0.76	%
Net investment income (loss)		(0.07	)%(h)		0.01	%		(0.21	)%		(0.21	)%(h)		(0.22	)%		(0.17	)%		0.01	%(c)
Supplemental Data
Net assets, end of period (000)	$	714,738		$	678,965		$	943,275		$	1,072,833		$	911,484		$	644,983		$	600,032
Portfolio turnover rate		9	%		43	%		55	%		25	%		42	%		48	%		42	%

^(a)  Based on average shares outstanding.

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

^(c)  Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

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

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

44 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Capital Appreciation Fund, Inc. (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	27.77		$	28.38		$	39.00		$	34.74		$	27.99		$	31.25		$	27.16
Net investment loss(a)		(0.05	)		(0.07	)		(0.18	)		(0.11	)		(0.14	)		(0.12	)		(0.08	)(b)
Net realized and unrealized gain (loss)		4.00			1.57			(5.39	)		6.37			9.83			0.18			7.41
Net increase (decrease) from investment operations		3.95			1.50			(5.57	)		6.26			9.69			0.06			7.33
Distributions from net realized gain(c)		(0.52	)		(2.11	)		(5.05	)		(2.00	)		(2.94	)		(3.32	)		(3.24	)
Net asset value, end of period	$	31.20		$	27.77		$	28.38		$	39.00		$	34.74		$	27.99		$	31.25
Total Return(d)
Based on net asset value		14.34	%(e)		6.53	%		(17.51	)%		18.51	%(e)		37.84	%		1.48	%		29.85	%
Ratios to Average Net Assets(f)
Total expenses		1.01	%(g)		1.00	%		0.97	%		0.97	%(g)		1.01	%		1.01	%		1.04	%
Total expenses after fees waived and/or reimbursed		1.01	%(g)		1.00	%		0.97	%		0.97	%(g)		1.01	%		1.01	%		1.04	%
Net investment loss		(0.31	)%(g)		(0.27	)%		(0.48	)%		(0.46	)%(g)		(0.48	)%		(0.43	)%		(0.28	)%(b)
Supplemental Data
Net assets, end of period (000)	$	1,879,798		$	1,723,973		$	1,871,340		$	2,551,211		$	2,195,906		$	1,692,630		$	1,751,581
Portfolio turnover rate		9	%		43	%		55	%		25	%		42	%		48	%		42	%

^(a)  Based on average shares outstanding.

^(b)  Net investment loss per share and the ratio of net investment loss to average net assets includes $ 0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 45

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Capital Appreciation Fund, Inc. (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	15.52		$	17.01		$	25.27		$	23.27		$	19.81		$	23.29		$	20.88
Net investment loss(a)		(0.09	)		(0.16	)		(0.29	)		(0.20	)		(0.25	)		(0.24	)		(0.23	)(b)
Net realized and unrealized gain (loss)		2.22			0.78			(3.05	)		4.20			6.65			0.04			5.56
Net increase (decrease) from investment operations		2.13			0.62			(3.34	)		4.00			6.40			(0.20	)		5.33
Distributions from net realized gain(c)		(0.52	)		(2.11	)		(4.92	)		(2.00	)		(2.94	)		(3.28	)		(2.92	)
Net asset value, end of period	$	17.13		$	15.52		$	17.01		$	25.27		$	23.27		$	19.81		$	23.29
Total Return(d)
Based on net asset value		13.92	%(e)		5.62	%		(18.18	)%		17.89	%(e)		36.73	%		0.72	%		28.77	%
Ratios to Average Net Assets(f)
Total expenses		1.85	%(g)		1.84	%		1.76	%		1.77	%(g)		1.79	%		1.81	%		1.84	%
Total expenses after fees waived and/or reimbursed		1.85	%(g)		1.84	%		1.76	%		1.77	%(g)		1.79	%		1.81	%		1.84	%
Net investment loss		(1.17	)%(g)		(1.11	)%		(1.28	)%		(1.27	)%(g)		(1.26	)%		(1.23	)%		(1.09	)%(b)
Supplemental Data
Net assets, end of period (000)	$	38,198		$	39,581		$	48,332		$	72,075		$	89,336		$	195,908		$	276,097
Portfolio turnover rate		9	%		43	%		55	%		25	%		42	%		48	%		42	%

^(a)  Based on average shares outstanding.

^(b)  Net investment loss per share and the ratio of net investment loss to average net assets includes $ 0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

46 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Capital Appreciation Fund, Inc. (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	32.08		$	32.32		$	43.71		$	38.63		$	30.71		$	33.91		$	29.24
Net investment income (loss)(a)		0.00	(b)		0.02			(0.06	)		(0.03	)		(0.04	)		(0.02	)		0.04	(c)
Net realized and unrealized gain (loss)		4.64			1.85			(6.20	)		7.11			10.90			0.23			8.01
Net increase (decrease) from investment operations		4.64			1.87			(6.26	)		7.08			10.86			0.21			8.05
Distributions from net realized gain(d)		(0.52	)		(2.11	)		(5.13	)		(2.00	)		(2.94	)		(3.41	)		(3.38	)
Net asset value, end of period	$	36.20		$	32.08		$	32.32		$	43.71		$	38.63		$	30.71		$	33.91
Total Return(e)
Based on net asset value		14.57	%(f)		6.90	%		(17.22	)%		18.78	%(f)		38.33	%		1.86	%		30.36	%
Ratios to Average Net Assets(g)
Total expenses		0.66	%(h)		0.65	%		0.64	%		0.63	%(h)		0.64	%		0.65	%		0.65	%
Total expenses after fees waived and/or reimbursed		0.66	%(h)		0.65	%		0.63	%		0.63	%(h)		0.64	%		0.64	%		0.65	%
Net investment income (loss)		0.01	%(h)		0.08	%		(0.15	)%		(0.13	)%(h)		(0.11	)%		(0.06	)%		0.14	%(c)
Supplemental Data
Net assets, end of period (000)	$	589,248		$	645,860		$	646,115		$	845,106		$	682,107		$	552,523		$	568,169
Portfolio turnover rate		9	%		43	%		55	%		25	%		42	%		48	%		42	%

^(a)  Based on average shares outstanding.

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

^(c)  Net investment income per share and the ratio of net investment income to average net assets includes $0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

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

^(f)  Not annualized.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 47

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Capital Appreciation Fund, Inc. (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	19.86		$	21.02		$	30.12		$	27.30		$	22.65		$	26.00		$	23.12
Net investment loss(a)		(0.07	)		(0.11	)		(0.23	)		(0.15	)		(0.17	)		(0.16	)		(0.13	)(b)
Net realized and unrealized gain (loss)		2.85			1.06			(3.88	)		4.97			7.76			0.09			6.19
Net increase (decrease) from investment operations		2.78			0.95			(4.11	)		4.82			7.59			(0.07	)		6.06
Distributions from net realized gain(c)		(0.52	)		(2.11	)		(4.99	)		(2.00	)		(2.94	)		(3.28	)		(3.18	)
Net asset value, end of period	$	22.12		$	19.86		$	21.02		$	30.12		$	27.30		$	22.65		$	26.00
Total Return(d)
Based on net asset value		14.16	%(e)		6.17	%		(17.82	)%		18.26	%(e)		37.45	%		1.19	%		29.49	%
Ratios to Average Net Assets(f)
Total expenses		1.36	%(g)		1.37	%		1.33	%		1.30	%(g)		1.28	%		1.29	%		1.30	%
Total expenses after fees waived and/or reimbursed		1.36	%(g)		1.36	%		1.33	%		1.30	%(g)		1.28	%		1.29	%		1.30	%
Net investment loss		(0.66	)%(g)		(0.63	)%		(0.85	)%		(0.80	)%(g)		(0.75	)%		(0.71	)%		(0.54	)%(b)
Supplemental Data
Net assets, end of period (000)	$	24,791		$	23,731		$	24,371		$	36,933		$	37,741		$	54,828		$	84,484
Portfolio turnover rate		9	%		43	%		55	%		25	%		42	%		48	%		42	%

^(a)  Based on average shares outstanding.

^(b)  Net investment loss per share and the ratio of net investment loss to average net assets includes $ 0.06 per share and 0.21%, respectively, resulting from a special dividend.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

See notes to financial statements.

48 2 0 2 3   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

Financial Highlights  

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	68.47		$	72.10		$	81.77		$	75.37		$	61.55		$	67.67		$	57.28
Net investment income(a)		0.15			0.34			0.24			0.13			0.19			0.28			0.24
Net realized and unrealized gain (loss)		1.07			1.07			(2.75	)		9.66			16.26			(1.64	)		12.18
Net increase (decrease) from investment operations		1.22			1.41			(2.51	)		9.79			16.45			(1.36	)		12.42
Distributions(b)
From net investment income		—			(0.38	)		(0.16	)		(0.13	)		(0.32	)		(0.23	)		(0.02	)
From net realized gain		(1.34	)		(4.66	)		(7.00	)		(3.26	)		(2.31	)		(4.53	)		(2.01	)
Total distributions		(1.34	)		(5.04	)		(7.16	)		(3.39	)		(2.63	)		(4.76	)		(2.03	)
Net asset value, end of period	$	68.35		$	68.47		$	72.10		$	81.77		$	75.37		$	61.55		$	67.67
Total Return(c)
Based on net asset value		1.73	%(d)		2.25	%		(3.55	)%(e)		13.37	%(d)		27.34	%(f)		(1.84	)%		22.47	%
Ratios to Average Net Assets(g)
Total expenses		0.84	%(h)		0.84	%		0.85	%		0.84	%(h)		0.85	%		0.85	%		0.87	%
Total expenses after fees waived and/or reimbursed		0.84	%(h)		0.84	%		0.85	%		0.84	%(h)		0.85	%		0.84	%		0.86	%
Net investment income		0.43	%(h)		0.49	%		0.31	%		0.24	%(h)		0.28	%		0.45	%		0.40	%
Supplemental Data
Net assets, end of period (000)	$	4,143,312		$	4,436,816		$	5,062,514		$	5,990,131		$	5,133,191		$	3,095,352		$	2,944,146
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g) Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 49

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio (continued)
	Service
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	64.44		$	68.16		$	77.63		$	71.63		$	58.66		$	64.73		$	54.90
Net investment income (loss)(a)		0.04			0.13			0.01			(0.03	)		(0.01	)		0.08			0.05
Net realized and unrealized gain (loss)		1.02			1.00			(2.61	)		9.18			15.48			(1.57	)		11.67
Net increase (decrease) from investment operations		1.06			1.13			(2.60	)		9.15			15.47			(1.49	)		11.72
Distributions(b)
From net investment income		—			(0.19	)		—			—			(0.19	)		(0.05	)		—
From net realized gain		(1.34	)		(4.66	)		(6.87	)		(3.15	)		(2.31	)		(4.53	)		(1.89	)
Total distributions		(1.34	)		(4.85	)		(6.87	)		(3.15	)		(2.50	)		(4.58	)		(1.89	)
Net asset value, end of period	$	64.16		$	64.44		$	68.16		$	77.63		$	71.63		$	58.66		$	64.73
Total Return(c)
Based on net asset value		1.58	%(d)		1.94	%		(3.83	)%(e)		13.15	%(d)		26.96	%(f)		(2.16	)%		22.10	%
Ratios to Average Net Assets(g)
Total expenses		1.14	%(h)		1.14	%		1.14	%		1.14	%(h)		1.15	%		1.15	%		1.17	%
Total expenses after fees waived and/or reimbursed		1.13	%(h)		1.14	%		1.14	%		1.14	%(h)		1.15	%		1.15	%		1.16	%
Net investment income (loss)		0.13	%(h)		0.19	%		0.02	%		(0.07	)%(h)		(0.02	)%		0.14	%		0.10	%
Supplemental Data
Net assets, end of period (000)	$	30,894		$	33,055		$	36,625		$	43,825		$	40,252		$	34,708		$	39,325
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

50 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	64.11		$	67.84		$	77.31		$	71.37		$	58.45		$	64.50		$	54.70
Net investment income (loss)(a)		0.06			0.16			0.05			(0.01	)		0.01			0.10			0.06
Net realized and unrealized gain (loss)		1.01			0.99			(2.59	)		9.15			15.42			(1.56	)		11.63
Net increase (decrease) from investment operations		1.07			1.15			(2.54	)		9.14			15.43			(1.46	)		11.69
Distributions(b)
From net investment income		—			(0.22	)		—			—			(0.20	)		(0.06	)		—
From net realized gain		(1.34	)		(4.66	)		(6.93	)		(3.20	)		(2.31	)		(4.53	)		(1.89	)
Total distributions		(1.34	)		(4.88	)		(6.93	)		(3.20	)		(2.51	)		(4.59	)		(1.89	)
Net asset value, end of period	$	63.84		$	64.11		$	67.84		$	77.31		$	71.37		$	58.45		$	64.50
Total Return(c)
Based on net asset value		1.60	%(d)		1.99	%		(3.78	)%(e)		13.18	%(d)		26.99	%(f)		(2.11	)%		22.13	%
Ratios to Average Net Assets(g)
Total expenses		1.09	%(h)		1.09	%		1.09	%		1.10	%(h)		1.11	%		1.12	%		1.15	%
Total expenses after fees waived and/or reimbursed		1.09	%(h)		1.09	%		1.09	%		1.10	%(h)		1.11	%		1.12	%		1.14	%
Net investment income (loss)		0.18	%(h)		0.24	%		0.07	%		(0.02	)%(h)		0.01	%		0.17	%		0.11	%
Supplemental Data
Net assets, end of period (000)	$	2,742,400		$	2,865,706		$	3,151,912		$	3,496,818		$	3,135,882		$	2,598,888		$	2,767,303
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 51

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	53.11		$	57.24		$	66.15		$	61.38		$	50.74		$	56.55		$	48.54
Net investment loss(a)		(0.16	)		(0.27	)		(0.43	)		(0.33	)		(0.40	)		(0.28	)		(0.30	)
Net realized and unrealized gain (loss)		0.85			0.80			(2.17	)		7.85			13.34			(1.38	)		10.20
Net increase (decrease) from investment operations		0.69			0.53			(2.60	)		7.52			12.94			(1.66	)		9.90
Distributions from net realized gain		(1.34	)		(4.66	)		(6.31	)		(2.75	)		(2.30	)		(4.15	)		(1.89	)
Net asset value, end of period	$	52.46		$	53.11		$	57.24		$	66.15		$	61.38		$	50.74		$	56.55
Total Return(c)
Based on net asset value		1.22	%(d)		1.22	%		(4.50	)%(e)		12.61	%(d)		26.09	%(f)		(2.82	)%		21.22	%
Ratios to Average Net Assets(g)
Total expenses		1.86	%(h)		1.85	%		1.84	%		1.84	%(h)		1.85	%		1.85	%		1.87	%
Total expenses after fees waived and/or reimbursed		1.86	%(h)		1.85	%		1.84	%		1.84	%(h)		1.85	%		1.85	%		1.87	%
Net investment loss		(0.59	)%(h)		(0.51	)%		(0.68	)%		(0.77	)%(h)		(0.72	)%		(0.56	)%		(0.61	)%
Supplemental Data
Net assets, end of period (000)	$	333,047		$	404,306		$	542,880		$	719,525		$	773,522		$	745,636		$	1,017,205
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

52 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	68.58		$	72.21		$	81.91		$	75.50		$	61.63		$	67.75		$	57.37
Net investment income(a)		0.18			0.40			0.33			0.18			0.27			0.34			0.32
Net realized and unrealized gain (loss)		1.08			1.08			(2.77	)		9.68			16.28			(1.65	)		12.17
Net increase (decrease) from investment operations		1.26			1.48			(2.44	)		9.86			16.55			(1.31	)		12.49
Distributions(b)
From net investment income		—			(0.45	)		(0.26	)		(0.19	)		(0.37	)		(0.28	)		(0.10	)
From net realized gain		(1.34	)		(4.66	)		(7.00	)		(3.26	)		(2.31	)		(4.53	)		(2.01	)
Total distributions		(1.34	)		(5.11	)		(7.26	)		(3.45	)		(2.68	)		(4.81	)		(2.11	)
Net asset value, end of period	$	68.50		$	68.58		$	72.21		$	81.91		$	75.50		$	61.63		$	67.75
Total Return(c)
Based on net asset value		1.78	%(d)		2.34	%		(3.44	)%(e)		13.45	%(d)		27.47	%(f)		(1.75	)%		22.58	%
Ratios to Average Net Assets(g)
Total expenses		0.75	%(h)		0.75	%		0.74	%		0.74	%(h)		0.75	%		0.75	%		0.77	%
Total expenses after fees waived and/or reimbursed		0.75	%(h)		0.75	%		0.74	%		0.74	%(h)		0.75	%		0.75	%		0.76	%
Net investment income		0.53	%(h)		0.59	%		0.42	%		0.34	%(h)		0.39	%		0.55	%		0.53	%
Supplemental Data
Net assets, end of period (000)	$	447,232		$	487,287		$	436,984		$	464,179		$	344,822		$	171,517		$	130,129
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 53

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Health Sciences Opportunities Portfolio (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	62.14		$	65.94		$	75.28		$	69.54		$	57.05		$	63.09		$	53.71
Net investment loss(a)		(0.06	)		(0.08	)		(0.21	)		(0.18	)		(0.20	)		(0.09	)		(0.11	)
Net realized and unrealized gain (loss)		0.98			0.96			(2.52	)		8.91			15.05			(1.53	)		11.38
Net increase (decrease) from investment operations		0.92			0.88			(2.73	)		8.73			14.85			(1.62	)		11.27
Distributions(b)
From net investment income		—			(0.02	)		—			—			(0.05	)		—			—
From net realized gain		(1.34	)		(4.66	)		(6.61	)		(2.99	)		(2.31	)		(4.42	)		(1.89	)
Total distributions		(1.34	)		(4.68	)		(6.61	)		(2.99	)		(2.36	)		(4.42	)		(1.89	)
Net asset value, end of period	$	61.72		$	62.14		$	65.94		$	75.28		$	69.54		$	57.05		$	63.09
Total Return(c)
Based on net asset value		1.41	%(d)		1.62	%		(4.12	)%(e)		12.91	%(d)		26.60	%(f)		(2.44	)%		21.75	%
Ratios to Average Net Assets(g)
Total expenses		1.46	%(h)		1.46	%		1.45	%		1.44	%(h)		1.45	%		1.45	%		1.46	%
Total expenses after fees waived and/or reimbursed		1.46	%(h)		1.46	%		1.45	%		1.44	%(h)		1.45	%		1.45	%		1.46	%
Net investment loss		(0.19	)%(h)		(0.13	)%		(0.29	)%		(0.37	)%(h)		(0.32	)%		(0.15	)%		(0.20	)%
Supplemental Data
Net assets, end of period (000)	$	233,563		$	242,080		$	263,195		$	289,676		$	260,488		$	224,862		$	241,495
Portfolio turnover rate		17	%		29	%		51	%		19	%		28	%		41	%		39	%

^(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)  Not annualized.

^(e)  Includes a capital contribution from affiliate, which had no impact on the Fund’s total return.

^(f)  Includes a payment received from an affiliate, which had no impact on the Fund’s total return.

^(g)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(h)  Annualized.

See notes to financial statements.

54 2 0 2 3   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

Financial Highlights  

(For a share outstanding throughout each period)

	BlackRock Infrastructure Sustainable Opportunities Fund
	Institutional
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 09/30/21 to 05/31/22	(a)
Net asset value, beginning of period	$	9.04		$	9.97		$	10.00
Net investment income(b)		0.11			0.14			0.07
Net realized and unrealized loss		(0.25	)		(0.68	)		(0.02	)
Net increase (decrease) from investment operations		(0.14	)		(0.54	)		0.05
Distributions(c)
From net investment income		(0.10	)		(0.13	)		(0.04	)
From net realized gain		—			(0.26	)		(0.04	)
Total distributions		(0.10	)		(0.39	)		(0.08	)
Net asset value, end of period	$	8.80		$	9.04		$	9.97
Total Return(d)
Based on net asset value		(1.64	)%(e)		(5.32	)%		0.45	%(e)
Ratios to Average Net Assets(f)
Total expenses		4.90	%(g)		4.54	%		3.62	%(g)(h)
Total expenses after fees waived and/or reimbursed		1.00	%(g)		1.00	%		1.00	%(g)
Net investment income		2.66	%(g)		1.60	%		1.09	%(g)
Supplemental Data
Net assets, end of period (000)	$	98		$	102		$	107
Portfolio turnover rate(i)		26	%		104	%		70	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 4.45%.

⁽ⁱ⁾  Excludes underlying investments in total return swaps.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 55

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Infrastructure Sustainable Opportunities Fund (continued)
	Investor A
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 09/30/21 to 05/31/22	(a)
Net asset value, beginning of period	$	9.03		$	9.96		$	10.00
Net investment income(b)		0.10			0.13			0.06
Net realized and unrealized loss		(0.26	)		(0.69	)		(0.03	)
Net increase (decrease) from investment operations		(0.16	)		(0.56	)		0.03
Distributions(c)
From net investment income		(0.09	)		(0.11	)		(0.03	)
From net realized gain		—			(0.26	)		(0.04	)
Total distributions		(0.09	)		(0.37	)		(0.07	)
Net asset value, end of period	$	8.78		$	9.03		$	9.96
Total Return(d)
Based on net asset value		(1.84	)%(e)		(5.55	)%		0.29	%(e)
Ratios to Average Net Assets(f)
Total expenses		5.06	%(g)		4.75	%		3.88	%(g)(h)
Total expenses after fees waived and/or reimbursed		1.25	%(g)		1.25	%		1.25	%(g)
Net investment income		2.40	%(g)		1.41	%		0.84	%(g)
Supplemental Data
Net assets, end of period (000)	$	185		$	156		$	109
Portfolio turnover rate(i)		26	%		104	%		70	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 4.71%.

⁽ⁱ⁾  Excludes underlying investments in total return swaps.

See notes to financial statements.

56 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Infrastructure Sustainable Opportunities Fund (continued)
	Class K
		Six Months Ended 11/30/23 (unaudited	)		Year Ended 05/31/23			Period from 09/30/21 to 05/31/22	(a)
Net asset value, beginning of period	$	9.04		$	9.97		$	10.00
Net investment income(b)		0.12			0.15			0.08
Net realized and unrealized loss		(0.26	)		(0.69	)		(0.03	)
Net increase (decrease) from investment operations		(0.14	)		(0.54	)		0.05
Distributions(c)
From net investment income		(0.10	)		(0.13	)		(0.04	)
From net realized gain		—			(0.26	)		(0.04	)
Total distributions		(0.10	)		(0.39	)		(0.08	)
Net asset value, end of period	$	8.80		$	9.04		$	9.97
Total Return(d)
Based on net asset value		(1.62	)%(e)		(5.27	)%		0.46	%(e)
Ratios to Average Net Assets(f)
Total expenses		4.50	%(g)		4.33	%		3.36	%(g)(h)
Total expenses after fees waived and/or reimbursed		0.95	%(g)		0.95	%		0.95	%(g)
Net investment income		2.72	%(g)		1.65	%		1.13	%(g)
Supplemental Data
Net assets, end of period (000)	$	8,627		$	8,866		$	9,777
Portfolio turnover rate(i)		26	%		104	%		70	%

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

^(h)  Audit, offering, organization and printing costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 4.21%.

⁽ⁱ⁾  Excludes underlying investments in total return swaps.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 57

Financial Highlights  

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	32.79		$	32.83		$	45.95		$	36.56		$	28.68		$	27.87		$	22.10
Net investment loss(a)		(0.04	)		(0.08	)		(0.23	)		(0.15	)		(0.14	)		(0.09	)		(0.11	)
Net realized and unrealized gain (loss)		2.94			0.04			(10.52	)		9.54			8.14			1.95			6.63
Net increase (decrease) from investment operations		2.90			(0.04	)		(10.75	)		9.39			8.00			1.86			6.52
Distributions from net realized gain(b)		—			—			(2.37	)		—			(0.12	)		(1.05	)		(0.75	)
Net asset value, end of period	$	35.69		$	32.79		$	32.83		$	45.95		$	36.56		$	28.68		$	27.87
Total Return(c)
Based on net asset value		8.84	%(d)		(0.12	)%		(24.87	)%		25.68	%(d)		27.98	%		7.43	%		30.34	%
Ratios to Average Net Assets(e)
Total expenses		0.85	%(f)		0.84	%		0.81	%		0.80	%(f)		0.85	%		0.87	%		0.93	%(g)
Total expenses after fees waived and/or reimbursed		0.80	%(f)		0.80	%		0.80	%		0.80	%(f)		0.80	%		0.80	%		0.86	%
Net investment loss		(0.23	)%(f)		(0.25	)%		(0.52	)%		(0.52	)%(f)		(0.43	)%		(0.34	)%		(0.45	)%
Supplemental Data
Net assets, end of period (000)	$	5,199,993		$	5,266,832		$	7,095,644		$	9,260,191		$	6,003,280		$	2,700,531		$	1,063,328
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%		43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 0.93%.

See notes to financial statements.

58 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio (continued)
	Service
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	29.23		$	29.34		$	41.34		$	32.95		$	25.92		$	25.30		$	20.18
Net investment loss(a)		(0.07	)		(0.14	)		(0.31	)		(0.20	)		(0.19	)		(0.15	)		(0.17	)
Net realized and unrealized gain (loss)		2.62			0.03			(9.39	)		8.59			7.34			1.76			6.04
Net increase (decrease) from investment operations		2.55			(0.11	)		(9.70	)		8.39			7.15			1.61			5.87
Distributions from net realized gain(b)		—			—			(2.30	)		—			(0.12	)		(0.99	)		(0.75	)
Net asset value, end of period	$	31.78		$	29.23		$	29.34		$	41.34		$	32.95		$	25.92		$	25.30
Total Return(c)
Based on net asset value		8.72	%(d)		(0.38	)%		(25.06	)%		25.46	%(d)		27.68	%		7.15	%		30.03	%
Ratios to Average Net Assets(e)
Total expenses		1.10	%(f)		1.10	%		1.09	%		1.10	%(f)		1.11	%		1.16	%		1.25	%(g)
Total expenses after fees waived and/or reimbursed		1.05	%(f)		1.05	%		1.05	%		1.05	%(f)		1.05	%		1.05	%		1.12	%
Net investment loss		(0.48	)%(f)		(0.50	)%		(0.77	)%		(0.78	)%(f)		(0.67	)%		(0.59	)%		(0.73	)%
Supplemental Data
Net assets, end of period (000)	$	61,885		$	62,693		$	81,276		$	104,997		$	83,680		$	61,293		$	33,768
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%		43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 1.25%.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 59

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	27.85		$	27.96		$	39.50		$	31.48		$	24.78		$	24.22		$	19.30
Net investment loss(a)		(0.07	)		(0.14	)		(0.29	)		(0.19	)		(0.18	)		(0.14	)		(0.18	)
Net realized and unrealized gain (loss)		2.50			0.03			(8.94	)		8.21			7.00			1.68			5.79
Net increase (decrease) from investment operations		2.43			(0.11	)		(9.23	)		8.02			6.82			1.54			5.61
Distributions from net realized gain(b)		—			—			(2.31	)		—			(0.12	)		(0.98	)		(0.69	)
Net asset value, end of period	$	30.28		$	27.85		$	27.96		$	39.50		$	31.48		$	24.78		$	24.22
Total Return(c)
Based on net asset value		8.73	%(d)		(0.39	)%		(25.05	)%		25.48	%(d)		27.61	%		7.17	%		29.98	%
Ratios to Average Net Assets(e)
Total expenses		1.13	%(f)		1.13	%		1.09	%		1.09	%(f)		1.14	%		1.16	%		1.29	%(g)
Total expenses after fees waived and/or reimbursed		1.05	%(f)		1.05	%		1.05	%		1.05	%(f)		1.05	%		1.05	%		1.19	%
Net investment loss		(0.48	)%(f)		(0.50	)%		(0.78	)%		(0.78	)%(f)		(0.67	)%		(0.58	)%		(0.82	)%
Supplemental Data
Net assets, end of period (000)	$	1,609,751		$	1,637,289		$	1,913,190		$	2,577,151		$	1,917,773		$	1,335,467		$	801,263
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%		43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 1.26%

See notes to financial statements.

60 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	20.69		$	20.93		$	30.22		$	24.20		$	19.21		$	19.04		$	15.36
Net investment loss(a)		(0.13	)		(0.25	)		(0.43	)		(0.29	)		(0.30	)		(0.24	)		(0.26	)
Net realized and unrealized gain (loss)		1.85			0.01			(6.67	)		6.31			5.41			1.28			4.57
Net increase (decrease) from investment operations		1.72			(0.24	)		(7.10	)		6.02			5.11			1.04			4.31
Distributions from net realized gain(b)		—			—			(2.19	)		—			(0.12	)		(0.87	)		(0.63	)
Net asset value, end of period	$	22.41		$	20.69		$	20.93		$	30.22		$	24.20		$	19.21		$	19.04
Total Return(c)
Based on net asset value		8.31	%(d)		(1.15	)%		(25.61	)%		24.88	%(d)		26.72	%		6.33	%		29.05	%
Ratios to Average Net Assets(e)
Total expenses		1.84	%(f)		1.83	%		1.78	%		1.80	%(f)		1.84	%		1.86	%		1.94	%(g)
Total expenses after fees waived and/or reimbursed		1.80	%(f)		1.80	%		1.78	%		1.79	%(f)		1.80	%		1.80	%		1.88	%
Net investment loss		(1.23	)%(f)		(1.25	)%		(1.51	)%		(1.52	)%(f)		(1.42	)%		(1.33	)%		(1.49	)%
Supplemental Data
Net assets, end of period (000)	$	190,583		$	194,849		$	243,284		$	357,360		$	280,143		$	209,923		$	164,083
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%		43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 1.94%.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 61

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio (continued)
	Class K
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19				Year Ended 09/30/18
Net asset value, beginning of period	$	32.95		$	32.96		$	46.10		$	36.66		$	28.74		$	27.93			$	22.14
Net investment loss(a)		(0.02	)		(0.05	)		(0.17	)		(0.12	)		(0.12	)		(0.09	)			(0.07	)
Net realized and unrealized gain (loss)		2.95			0.04			(10.58	)		9.56			8.16			1.96		��		6.62
Net increase (decrease) from investment operations		2.93			(0.01	)		(10.75	)		9.44			8.04			1.87				6.55
Distributions from net realized gain(b)		—			—			(2.39	)		—			(0.12	)		(1.06	)			(0.76	)
Net asset value, end of period	$	35.88		$	32.95		$	32.96		$	46.10		$	36.66		$	28.74			$	27.93
Total Return(c)
Based on net asset value		8.89	%(d)		(0.03	)%		(24.79	)%		25.75	%(d)		28.06	%		7.47	%			30.46	%
Ratios to Average Net Assets(e)
Total expenses		0.71	%(f)		0.71	%		0.70	%		0.70	%(f)		0.73	%(g)		0.76	%(h)			0.80	%(g)
Total expenses after fees waived and/or reimbursed		0.71	%(f)		0.71	%		0.70	%		0.70	%(f)		0.73	%		0.75	%			0.76	%
Net investment loss		(0.14	)%(f)		(0.15	)%		(0.40	)%		(0.42	)%(f)		(0.36	)%		(0.31	)%			(0.29	)%
Supplemental Data
Net assets, end of period (000)	$	4,362,854		$	4,233,488		$	4,376,642		$	3,674,402		$	2,011,727		$	652,138			$	139,138
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%			43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees with no financial impact to the expense ratios.

^(h)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2019, the expense ratio would have been 0.75%.

See notes to financial statements.

62 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Mid-Cap Growth Equity Portfolio (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	27.11		$	27.28		$	38.65		$	30.85		$	24.34		$	23.83		$	19.02
Net investment loss(a)		(0.10	)		(0.20	)		(0.37	)		(0.25	)		(0.24	)		(0.19	)		(0.22	)
Net realized and unrealized gain (loss)		2.42			0.03			(8.73	)		8.05			6.87			1.65			5.69
Net increase (decrease) from investment operations		2.32			(0.17	)		(9.10	)		7.80			6.63			1.46			5.47
Distributions from net realized gain(b)		—			—			(2.27	)		—			(0.12	)		(0.95	)		(0.66	)
Net asset value, end of period	$	29.43		$	27.11		$	27.28		$	38.65		$	30.85		$	24.34		$	23.83
Total Return(c)
Based on net asset value		8.56	%(d)		(0.62	)%		(25.24	)%		25.28	%(d)		27.33	%		6.89	%		29.63	%
Ratios to Average Net Assets(e)
Total expenses		1.41	%(f)		1.42	%		1.40	%		1.39	%(f)		1.45	%		1.47	%		1.59	%(g)
Total expenses after fees waived and/or reimbursed		1.30	%(f)		1.30	%		1.30	%		1.30	%(f)		1.30	%		1.30	%		1.43	%
Net investment loss		(0.73	)%(f)		(0.75	)%		(1.02	)%		(1.03	)%(f)		(0.92	)%		(0.83	)%		(1.05	)%
Supplemental Data
Net assets, end of period (000)	$	91,710		$	93,427		$	93,527		$	98,300		$	59,411		$	40,999		$	22,880
Portfolio turnover rate		21	%		46	%		28	%		22	%		35	%		38	%		43	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 1.58%.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 63

Financial Highlights  

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund
	Institutional
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	47.74		$	45.31		$	64.81		$	55.33		$	32.63		$	31.83		$	25.64
Net investment loss(a)		(0.11	)		(0.13	)		(0.30	)		(0.28	)		(0.22	)		(0.10	)		(0.09	)
Net realized and unrealized gain (loss)		5.93			2.56			(14.51	)		12.67			23.43			1.20			8.25
Net increase (decrease) from investment operations		5.82			2.43			(14.81	)		12.39			23.21			1.10			8.16
Distributions from net realized gain(b)		—			—			(4.69	)		(2.91	)		(0.51	)		(0.30	)		(1.97	)
Net asset value, end of period	$	53.56		$	47.74		$	45.31		$	64.81		$	55.33		$	32.63		$	31.83
Total Return(c)
Based on net asset value		12.19	%(d)		5.36	%		(25.09	)%		22.68	%(d)		72.07	%		3.63	%		34.02	%
Ratios to Average Net Assets(e)
Total expenses		0.97	%(f)		0.98	%		0.94	%		0.92	%(f)		0.98	%		1.02	%		1.10	%
Total expenses after fees waived and/or reimbursed		0.92	%(f)		0.92	%		0.92	%		0.92	%(f)		0.92	%		0.92	%		0.99	%
Net investment loss		(0.46	)%(f)		(0.30	)%		(0.48	)%		(0.66	)%(f)		(0.50	)%		(0.32	)%		(0.32	)%
Supplemental Data
Net assets, end of period (000)	$	2,405,812		$	2,316,550		$	2,943,616		$	4,958,187		$	3,641,519		$	1,033,286		$	584,654
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%		33	%		49	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

64 2 0 2 3   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

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund (continued)
	Service
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20				Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	44.45		$	42.30		$	60.86		$	52.20		$	30.88			$	30.22		$	24.44
Net investment loss(a)		(0.17	)		(0.21	)		(0.42	)		(0.37	)		(0.30	)			(0.17	)		(0.15	)
Net realized and unrealized gain (loss)		5.53			2.36			(13.52	)		11.94			22.13				1.13			7.85
Net increase (decrease) from investment operations		5.36			2.15			(13.94	)		11.57			21.83				0.96			7.70
Distributions from net realized gain(b)		—			—			(4.62	)		(2.91	)		(0.51	)			(0.30	)		(1.92	)
Net asset value, end of period	$	49.81		$	44.45		$	42.30		$	60.86		$	52.20			$	30.88		$	30.22
Total Return(c)
Based on net asset value		12.06	%(d)		5.08	%		(25.28	)%		22.46	%(d)		71.68	%			3.36	%		33.74	%
Ratios to Average Net Assets(e)
Total expenses		1.20	%(f)		1.20	%		1.19	%		1.17	%(f)		1.19	%			1.25	%(g)		1.37	%
Total expenses after fees waived and/or reimbursed		1.17	%(f)		1.17	%		1.17	%		1.16	%(f)		1.17	%			1.17	%		1.22	%
Net investment loss		(0.71	)%(f)		(0.55	)%		(0.73	)%		(0.90	)%(f)		(0.74	)%			(0.57	)%		(0.55	)%
Supplemental Data
Net assets, end of period (000)	$	47,996		$	47,332		$	55,439		$	83,886		$	50,710			$	20,429		$	15,208
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%			33	%		49	%
																��

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees with no financial impact to the expense ratios.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 65

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund (continued)
	Investor A
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	43.37		$	41.27		$	59.47		$	51.06		$	30.22		$	29.58		$	23.95
Net investment loss(a)		(0.16	)		(0.21	)		(0.41	)		(0.36	)		(0.29	)		(0.17	)		(0.16	)
Net realized and unrealized gain (loss)		5.38			2.31			(13.19	)		11.68			21.64			1.11			7.69
Net increase (decrease) from investment operations		5.22			2.10			(13.60	)		11.32			21.35			0.94			7.53
Distributions from net realized gain(b)		—			—			(4.60	)		(2.91	)		(0.51	)		(0.30	)		(1.90	)
Net asset value, end of period	$	48.59		$	43.37		$	41.27		$	59.47		$	51.06		$	30.22		$	29.58
Total Return(c)
Based on net asset value		12.03	%(d)		5.09	%		(25.28	)%		22.48	%(d)		71.65	%		3.36	%		33.70	%
Ratios to Average Net Assets(e)
Total expenses		1.22	%(f)		1.23	%		1.21	%		1.19	%(f)		1.25	%		1.29	%		1.38	%(g)
Total expenses after fees waived and/or reimbursed		1.17	%(f)		1.17	%		1.17	%		1.17	%(f)		1.17	%		1.17	%		1.26	%
Net investment loss		(0.71	)%(f)		(0.54	)%		(0.73	)%		(0.91	)%(f)		(0.74	)%		(0.58	)%		(0.59	)%
Supplemental Data
Net assets, end of period (000)	$	1,702,256		$	1,572,976		$	1,695,648		$	2,524,052		$	1,773,399		$	672,110		$	627,626
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%		33	%		49	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 1.37%.

See notes to financial statements.

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Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund (continued)
	Investor C
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	34.58		$	33.17		$	48.77		$	42.52		$	25.43		$	25.13		$	20.72
Net investment loss(a)		(0.26	)		(0.40	)		(0.68	)		(0.54	)		(0.48	)		(0.32	)		(0.31	)
Net realized and unrealized gain (loss)		4.29			1.81			(10.52	)		9.70			18.08			0.92			6.57
Net increase (decrease) from investment operations		4.03			1.41			(11.20	)		9.16			17.60			0.60			6.26
Distributions from net realized gain(b)		—			—			(4.40	)		(2.91	)		(0.51	)		(0.30	)		(1.85	)
Net asset value, end of period	$	38.61		$	34.58		$	33.17		$	48.77		$	42.52		$	25.43		$	25.13
Total Return(c)
Based on net asset value		11.65	%(d)		4.25	%		(25.81	)%		21.89	%(d)		70.39	%		2.60	%		32.68	%
Ratios to Average Net Assets(e)
Total expenses		1.98	%(f)		1.98	%		1.92	%		1.91	%(f)		1.98	%		2.02	%		2.10	%(g)
Total expenses after fees waived and/or reimbursed		1.92	%(f)		1.92	%		1.91	%		1.90	%(f)		1.92	%		1.92	%		2.01	%
Net investment loss		(1.46	)%(f)		(1.30	)%		(1.47	)%		(1.65	)%(f)		(1.49	)%		(1.33	)%		(1.34	)%
Supplemental Data
Net assets, end of period (000)	$	262,851		$	259,247		$	291,802		$	427,435		$	317,792		$	152,505		$	142,942
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%		33	%		49	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

^(g)  Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the year ended September 30, 2018, the expense ratio would have been 2.09%.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 67

Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund (continued)
	Class K
		Six Months
		Ended									Period from			Period from
		11/30/23			Year Ended			Year Ended			10/01/20			12/10/19	(a)
		(unaudited	)		05/31/23			05/31/22			to 05/31/21			to 09/30/20
Net asset value, beginning of period	$	47.83		$	45.37		$	64.89		$	55.36		$	34.59
Net investment loss(b)		(0.10	)		(0.10	)		(0.24	)		(0.24	)		(0.16	)
Net realized and unrealized gain (loss)		5.95			2.56			(14.55	)		12.68			20.93
Net increase (decrease) from investment operations		5.85			2.46			(14.79	)		12.44			20.77
Distributions from net realized gain(c)		—			—			(4.73	)		(2.91	)		—
Net asset value, end of period	$	53.68		$	47.83		$	45.37		$	64.89		$	55.36
Total Return(d)
Based on net asset value		12.23	%(e)		5.42	%		(25.05	)%		22.77	%(e)		60.05	%(e)
Ratios to Average Net Assets(f)
Total expenses		0.86	%(g)		0.87	%		0.84	%		0.83	%(g)		0.87	%(g)
Total expenses after fees waived and/or reimbursed		0.86	%(g)		0.87	%		0.83	%		0.82	%(g)		0.86	%(g)
Net investment loss		(0.40	)%(g)		(0.24	)%		(0.38	)%		(0.56	)%(g)		(0.46	)%(g)
Supplemental Data
Net assets, end of period (000)	$	190,426		$	157,185		$	135,879		$	122,568		$	75,426
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%(h)

^(a)  Commencement of operations.

^(b)  Based on average shares outstanding.

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

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

^(e)  Not annualized.

^(f)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(g)  Annualized.

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

See notes to financial statements.

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Financial Highlights  (continued)

(For a share outstanding throughout each period)

	BlackRock Technology Opportunities Fund (continued)
	Class R
	Six Months Ended 11/30/23 (unaudited)			Year Ended 05/31/23			Year Ended 05/31/22			Period from 10/01/20 to 05/31/21			Year Ended 09/30/20			Year Ended 09/30/19			Year Ended 09/30/18
Net asset value, beginning of period	$	43.44		$	41.44		$	59.75		$	51.37		$	30.48		$	29.90		$	24.20
Net investment loss(a)		(0.22	)		(0.30	)		(0.56	)		(0.46	)		(0.38	)		(0.24	)		(0.23	)
Net realized and unrealized gain (loss)		5.40			2.30			(13.25	)		11.75			21.78			1.12			7.78
Net increase (decrease) from investment operations		5.18			2.00			(13.81	)		11.29			21.40			0.88			7.55
Distributions from net realized gain(b)		—			—			(4.50	)		(2.91	)		(0.51	)		(0.30	)		(1.85	)
Net asset value, end of period	$	48.62		$	43.44		$	41.44		$	59.75		$	51.37		$	30.48		$	29.90
Total Return(c)
Based on net asset value		11.92	%(d)		4.83	%		(25.47	)%		22.28	%(d)		71.20	%		3.12	%		33.35	%
Ratios to Average Net Assets(e)
Total expenses		1.55	%(f)		1.58	%		1.54	%		1.50	%(f)		1.57	%		1.60	%		1.69	%
Total expenses after fees waived and/or reimbursed		1.42	%(f)		1.42	%		1.42	%		1.42	%(f)		1.42	%		1.42	%		1.53	%
Net investment loss		(0.96	)%(f)		(0.79	)%		(0.98	)%		(1.17	)%(f)		(0.99	)%		(0.83	)%		(0.87	)%
Supplemental Data
Net assets, end of period (000)	$	37,254		$	35,771		$	35,001		$	50,186		$	38,907		$	18,799		$	13,577
Portfolio turnover rate		9	%		39	%		29	%		25	%		27	%		33	%		49	%

^(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)  Not annualized.

^(e)  Excludes fees and expenses incurred indirectly as a result of investments in underlying funds.

^(f)  Annualized.

See notes to financial statements.

F I N A N C I A L  H I G H L I G H T S 69

Notes to Financial Statements (unaudited)

1. ORGANIZATION

BlackRock Capital Appreciation Fund, Inc. (the “Corporation”) and BlackRock FundsSM (the “Trust”) are each registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. The Corporation is organized as a Maryland corporation. The Trust is organized as a Massachusetts business trust. BlackRock Capital Appreciation Fund, Inc. is the only series of the Corporation. BlackRock Health Sciences Opportunities Portfolio, BlackRock Infrastructure Sustainable Opportunities Fund, BlackRock Mid-Cap Growth Equity Portfolio and BlackRock Technology Opportunities Fund are series of the Trust. The following are referred to herein collectively as the “Funds” or individually as a “Fund”:

Fund Name	Herein Referred To As		Diversification Classification
BlackRock Capital Appreciation Fund, Inc.		Capital Appreciation		Diversified
BlackRock Health Sciences Opportunities Portfolio		Health Sciences Opportunities		Diversified
BlackRock Infrastructure Sustainable Opportunities Fund		Infrastructure Sustainable Opportunities		Non-Diversified
BlackRock Mid-Cap Growth Equity Portfolio		Mid-Cap Growth Equity		Diversified
BlackRock Technology Opportunities Fund		Technology Opportunities		Diversified

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional, Service and Class K Shares are sold only to certain eligible investors. Service, Investor A, Investor C and Class R Shares bear certain expenses related to shareholder servicing of such shares, and Investor C and Class R Shares also bear certain expenses related to the distribution of such shares. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are sold only to certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (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, Service and Class K Shares	No		No		None
Investor A Shares	Yes		No	(a)	None
Investor C Shares	No		Yes	(b)	To Investor A Shares after approximately 8 years

^(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.

The Board of Directors of the Corporation had previously approved an Agreement and Plan of Reorganization between the Corporation and BlackRock Large Cap Focus Growth Fund, Inc. (the “Acquiring Fund”), pursuant to which the Corporation will be reorganized into the Acquiring Fund (the “Reorganization”). The Reorganization was originally expected to occur during the fourth quarter of 2023, but has been postponed. Shareholders will be given at least 60 days’ notice in advance of the closing of the Reorganization.

The Board of Directors of the Corporation and the Board of Trustees of the Trust are collectively referred to throughout this report as the “Board”, and the directors/trustees thereof are collectively referred to throughout this report as “Directors”.

The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.

2. SIGNIFICANT ACCOUNTING POLICIES

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

Investment Transactions and Income Recognition: For 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 dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Funds are informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Foreign Currency Translation: Each 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.

Each 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 Statements of Operations from the effects of changes in market prices of those

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Notes to Financial Statements (unaudited) (continued)

investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each 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.

ForeignTaxes: The Funds 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 each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements 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 November 30, 2023, if any, are disclosed in the Statements of Assets and Liabilities.

The Funds file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statements of Operations include tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.

Bank Overdraft: Certain Funds had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Funds are obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statements of Operations.

Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.

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

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

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

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

The Funds have an arrangement with their custodian whereby credits are earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. The Funds may incur charges on overdrafts, subject to certain conditions.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: Each 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 a 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 Board of each Fund has approved the designation of each Fund’s Manager as the valuation designee for each Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. 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 the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each 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.

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

• The Funds value their investment in SL Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon their pro rata ownership in the underlying fund’s net assets.

• 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.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 71

Notes to Financial Statements (unaudited) (continued)

If events (e.g., 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 application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee 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 Valuation Committee seeks to determine the price that each 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 Valuation Committee deems relevant and consistent with the principles of fair value measurement.

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

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

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

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

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 each 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); and

• Level 3 – Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the 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 Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies 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.

As of November 30, 2023, certain investments of the Funds were fair valued using NAV as a practical expedient as no quoted market value is available and therefore have been excluded from the fair value hierarchy.

4. SECURITIES AND OTHER INVESTMENTS

Preferred Stocks: Preferred stock has a preference over common stock in liquidation (and generally in receiving dividends as well), but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and

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Notes to Financial Statements (unaudited) (continued)

perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

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

Forward Commitments, When-Issued and Delayed Delivery Securities: The Funds may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. The Funds may purchase securities under such conditions with the intention of actually acquiring them but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Funds may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, the Funds assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, the Funds’ maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions. These types of securities may be considered unfunded and may obligate the Funds to make future cash payments. An unfunded commitment is marked-to-market and any unrealized appreciation (depreciation) is separately presented in the Statements of Assets and Liabilities and Statements of Operations. As of period end, the Funds had the following unfunded commitments:

Fund Name	Investment Name		Commitment Amount		Value		Unrealized Appreciation (Depreciation)
Health Sciences Opportunities	Neurogene, Inc.	$	3,061,199	$	1,952,834	$	(1,108,365	)

Securities Lending: The Funds may lend their securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Funds collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by each Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedules of Investments. Any non-cash collateral received cannot be sold, re-invested or pledged by the Fund, except in the event of borrower default. The securities on loan, if any, are disclosed in the Funds’ Schedules of Investments. The market value of any securities on loan and the value of related collateral, if any, are shown separately in the Statements of Assets and Liabilities as a component of investments at value – unaffiliated and collateral on securities loaned, respectively.

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

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 73

Notes to Financial Statements (unaudited) (continued)

As of period end, the following table is a summary of the Funds’ securities on loan by counterparty which are subject to offset under an MSLA:

Fund Name/Counterparty		Securities Loaned at Value		Cash Collateral Received	(a)		Non-Cash Collateral Received, at Fair Value	(a)		Net Amount	(b)
Health Sciences Opportunities
Citigroup Global Markets, Inc.	$	32,828,295	$	(32,828,295	)	$	—		$	—
Goldman Sachs & Co. LLC		5,038,595		(5,038,595	)		—			—
J.P. Morgan Securities LLC		17,433,059		(17,433,059	)		—			—
Jefferies LLC		172,788		(172,788	)		—			—
Morgan Stanley		2,191,553		(2,158,850	)		—			32,703
National Financial Services LLC		754,800		(754,800	)		—			—
	$	58,419,090	$	(58,386,387	)	$	—		$	32,703
Mid-Cap Growth Equity
Citigroup Global Markets, Inc.	$	60,371,959	$	(60,371,959	)	$	—		$	—
Goldman Sachs & Co. LLC		163,493,312		(163,493,312	)		—			—
J.P. Morgan Securities LLC		48,408,405		(48,408,405	)		—			—
Morgan Stanley		112,776,767		(112,776,767	)		—			—
National Financial Services LLC		1,572,500		(1,572,500	)		—			—
State Street Bank & Trust Co.		5,212,275		(5,212,275	)		—			—
	$	391,835,218	$	(391,835,218	)	$	—		$	—
Technology Opportunities
Citigroup Global Markets, Inc.	$	14,021,416	$	(14,021,416	)	$	—		$	—
Goldman Sachs & Co. LLC		18,295,325		(18,295,325	)		—			—
J.P. Morgan Securities LLC		350,880		(350,880	)		—			—
Morgan Stanley		21,656,979		(21,656,979	)		—			—
National Financial Services LLC		3,216,450		(3,216,450	)		—			—
Toronto-Dominion Bank		101,948		(101,948	)		—			—
	$	57,642,998	$	(57,642,998	)	$	—		$	—

^(a)  Collateral received, if any, in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed in the Funds’ Statements of Assets and Liabilities.

^(b)  The market value of the loaned securities is determined as of November 30, 2023. Additional collateral is delivered to the Fund on the next business day in accordance with the MSLA. The net amount would be subject to the borrower default indemnity in the event of default by the counterparty.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Funds benefit from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned to the extent the collateral received does not cover the value on the securities loaned in the event of borrower default. Each Fund could incur a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received. Such losses are borne entirely by the Funds.

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their 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 Schedules of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).

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 Funds 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 Statements of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statements 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 amounts reflected in the Statements 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 Statements 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.

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Notes to Financial Statements (unaudited) (continued)

Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Funds 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 Statements 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 Statements of Assets and Liabilities. Payments received or paid are recorded in the Statements of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Funds’ basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

• 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 Funds receive payment from or make 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 Funds and the counterparty. The amounts that are available for cash settlement are recorded as realized gains or losses in the Statements 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 Funds 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.

Swap transactions involve, to varying degrees, elements of interest rate, credit and market risks in excess of the amounts recognized in the Statements 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 derivative contract 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 Funds and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules 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 Funds. Any additional required collateral is delivered to/pledged by the Funds on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. A 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 Funds from the counterparties are not fully collateralized, each Fund bears the risk of loss from counterparty non-performance. Likewise, to the extent the Funds have delivered collateral to a counterparty and stand ready to perform under the terms of their agreement with such counterparty, each 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 Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 75

Notes to Financial Statements (unaudited) (continued)

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory: The Corporation, on behalf of Capital Appreciation, and the Trust, on behalf of Health Sciences Opportunities, Infrastructure Sustainable Opportunities, Mid-Cap Growth Equity and Technology Opportunities, entered into an Investment Advisory Agreement with the Manager, the Funds’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services and with respect to Capital Appreciation, administrative services. The Manager is responsible for the management of each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.

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

Average Daily Net Assets	Investment Advisory Fees Capital Appreciation
First $1 billion		0.650	%
$1 billion - $1.5 billion		0.625
$1.5 billion - $5 billion		0.600
$5 billion - $7.5 billion		0.575
Greater than $7.5 billion		0.550

Average Daily Net Assets	Investment Advisory Fees Health Sciences  Opportunities
First $1 billion		0.750	%
$1 billion - $2 billion		0.700
$2 billion - $3 billion		0.675
$3 billion - $10 billion		0.650
Greater than $10 billion		0.640

	Investment Advisory Fees
Average Daily Net Assets	Infrastructure Sustainable Opportunities			Technology Opportunities
First $1 billion		0.800	%		0.820	%
$1 billion - $3 billion		0.750			0.770
$3 billion - $5 billion		0.720			0.740
$5 billion - $10 billion		0.700			0.710
Greater than $10 billion		0.680			0.700

Average Daily Net Assets	Investment Advisory Fees Mid-Cap Growth Equity
First $1 billion		0.700	%
$1 billion - $3 billion		0.660
$3 billion - $5 billion		0.630
$5 billion - $10 billion		0.610
$10 billion - $18 billion		0.600
Greater than $18 billion		0.590

With respect to Infrastructure Sustainable Opportunities, the Manager entered into separate sub-advisory agreements with each of BlackRock International Limited (“BIL”) and BlackRock (Singapore) Limited (“BSL”), each an affiliate of the Manager. The Manager pays BIL and BSL for services they provide, for that portion of the Fund for which BIL and BSL, as applicable, act 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 Corporation, on behalf of Capital Appreciation, and the Trust, on behalf of Health Sciences Opportunities, Infrastructure Sustainable Opportunities, Mid-Cap Growth Equity and Technology Opportunities, 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, each Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

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

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

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Notes to Financial Statements (unaudited) (continued)

For the six months ended November 30, 2023, the following table shows the class specific service and distribution fees borne directly by each share class of each Fund:

Fund Name	Service		Investor A		Investor C		Class R		Total
Capital Appreciation	$	—	$	2,252,766	$	197,510	$	61,423	$	2,511,699
Health Sciences Opportunities		40,344		3,551,001		1,874,283		596,166		6,061,794
Infrastructure Sustainable Opportunities		—		200		—		—		200
Mid-Cap Growth Equity		79,472		2,035,260		975,851		234,730		3,325,313
Technology Opportunities		58,493		2,037,649		1,309,936		91,302		3,497,380

Administration: The Trust, on behalf of Health Sciences Opportunities, Infrastructure Sustainable Opportunities, Mid-Cap Growth Equity and Technology Opportunities, 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 each Fund. The administration fee, which is shown as administration in the Statements of Operations, is paid at the annual rates below.

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

For the six months ended November 30, 2023, the following table shows the class specific administration fees borne directly by each share class of each Fund:

Fund Name	Institutional		Service		Investor A		Investor C		Class K		Class R		Total
Health Sciences Opportunities	$	436,753	$	3,223	$	283,641	$	37,455	$	47,037	$	23,809	$	831,918
Infrastructure Sustainable Opportunities		10		—		16		—		844		—		870
Mid-Cap Growth Equity		531,373		6,347		162,563		19,486		432,670		9,373		1,161,812
Technology Opportunities		234,678		4,670		162,613		26,142		17,366		3,644		449,113

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to 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 November 30, 2023, the Funds paid the following amounts to affiliates of BlackRock in return for these services, which are included in transfer agent — class specific in the Statements of Operations:

Fund Name	Institutional		Total
Capital Appreciation	$	69,864	$	69,864

The Manager maintains a call center that is responsible for providing certain shareholder services to the Funds. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the six months ended November 30, 2023, each Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statements of Operations:

Fund Name	Institutional		Service		Investor A		Investor C		Class K		Class R		Total
Capital Appreciation	$	1,537	$	—	$	46,506	$	4,232	$	1,618	$	112	$	54,005
Health Sciences Opportunities		13,203		351		69,254		12,808		1,519		996		98,131
Infrastructure Sustainable Opportunities		108		—		52		—		107		—		267
Mid-Cap Growth Equity		12,297		242		119,070		7,133		8,877		1,372		148,991
Technology Opportunities		9,648		35		38,277		8,542		573		367		57,442

For the six months ended November 30, 2023, the following table shows the class specific transfer agent fees borne directly by each share class of each Fund:

Fund Name	Institutional		Service		Investor A		Investor C		Class K		Class R		Total
Capital Appreciation	$	363,262	$	—	$	936,329	$	38,531	$	18,559	$	24,611	$	1,381,292
Health Sciences Opportunities		2,160,984		23,311		1,369,192		222,198		14,737		256,464		4,046,886
Infrastructure Sustainable Opportunities		197		—		254		—		206		—		657
Mid-Cap Growth Equity		4,066,164		48,645		1,496,274		138,790		285,699		96,010		6,131,582
Technology Opportunities		1,431,470		24,498		938,519		166,661		9,654		36,372		2,607,174

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Notes to Financial Statements (unaudited) (continued)

Other Fees: For the six months ended November 30, 2023, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of each Fund’s Investor A Shares as follows:

Fund Name	Amounts
Capital Appreciation	$	16,967
Health Sciences Opportunities		26,139
Infrastructure Sustainable Opportunities		87
Mid-Cap Growth Equity		20,830
Technology Opportunities		36,519

For the six months ended November 30, 2023, affiliates received CDSCs as follows:

Share Class	Capital Appreciation		Health Sciences Opportunities		Mid-Cap Growth Equity		Technology Opportunities
Investor A	$	3,224	$	3,720	$	2,333	$	1,913
Investor C		528		8,595		3,437		5,397

Expense Limitations, Waivers, Reimbursements, and Recoupments: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the directors who are not “interested persons” of the Corporation or the Trust, as defined in the 1940 Act (“Independent Directors”), or by a vote of a majority of the outstanding voting securities of a 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. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the six months ended November 30, 2023, the amounts waived were as follows:

Fund Name	Amounts Waived
Capital Appreciation	$	1,160
Health Sciences Opportunities		66,885
Infrastructure Sustainable Opportunities		180
Mid-Cap Growth Equity		5,423
Technology Opportunities		6,911

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund. For the six months ended November 30, 2023, there were no fees waived and/or reimbursed by the Manager pursuant to this arrangement.

With respect to each Fund (except Health Sciences Opportunities), 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 each Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:

Share Class	Capital Appreciation			Infrastructure Sustainable Opportunities			Mid-Cap Growth Equity			Technology Opportunities
Institutional		N/A			1.00	%		0.80	%		0.92	%
Service		N/A			N/A			1.05			1.17
Investor A		N/A			1.25			1.05			1.17
Investor C		1.94	%		N/A			1.80			1.92
Class K		0.72			0.95			0.75			0.87
Class R		N/A			N/A			1.30			1.42

The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2025 (or June 30, 2034 with respect to Capital Appreciation), unless approved by the Board, including a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund.

For the six months ended November 30, 2023, Infrastructure Sustainable Opportunities waived and/or reimbursed the Manager investment advisory fees and other expenses of $151,132, which is included in fees waived and/or reimbursed by the Manager in the Statements of Operations.

In addition, these amounts waived and/or reimbursed by the Manager are included in administration fees waived by the Manager — class specific and transfer agent fees waived and/or reimbursed by the Manager — class specific, respectively, in the Statements of Operations. For the six months ended November 30, 2023, class specific expense waivers and/or reimbursements are as follows:

	Administration Fees Waived by the Manager - Class Specific
Fund Name	Institutional		Service		Investor A		Investor C		Class K		Class R		Total
Infrastructure Sustainable Opportunities	$	10	$	—	$	16	$	—	$	844	$	—	$	870
Mid-Cap Growth Equity		531,373		6,346		162,563		19,486		—		9,373		729,141
Technology Opportunities		234,678		3,960		162,613		26,142		—		3,644		431,037

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Notes to Financial Statements (unaudited) (continued)

	Transfer Agent Fees Waived and/or Reimbursed by the Manager - Class Specific
Fund Name	Institutional		Service		Investor A		Investor C		Class K		Class R		Total
Infrastructure Sustainable Opportunities	$	173	$	—	$	214	$	—	$	206	$	—	$	593
Mid-Cap Growth Equity		864,469		10,571		521,806		23,628		—		39,898		1,460,372
Technology Opportunities		363,029		4,085		204,256		50,822		—		19,968		642,160

Infrastructure Sustainable Opportunities also had a waiver of administration fees, which are included in Administration fees waived in the Statements of Operations. For the six months ended November 30, 2023, the amount was $1,849.

With respect to the contractual expense limitation of Infrastructure Sustainable Opportunities, 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, of which the share class is a part, has more than $50 million in assets for the fiscal year, and

(2) the Manager or an affiliate continues to serve as 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 September 30, 2028 the repayment arrangement between the Fund and the Manager pursuant to which the Fund may be required to repay amounts waived and/or reimbursed under the Fund’s contractual caps on net expenses will be terminated.

As of November 30, 2023, the fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement were as follows:

	Expiring May 31,
Fund Name/Fund Level/Share Class	2024		2025		2026
Infrastructure Sustainable Opportunities
Fund Level		$198,233	$	299,135	$	152,981
Institutional		153		174		183
Investor A		151		40		230
Class K		1,479		1,854		1,050

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Funds are responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company Money Market Series, managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the Money Market Series to an annual rate of 0.04%. The investment adviser to the Money Market Series will not charge any advisory fees with respect to shares purchased by the Funds. The Money Market Series may impose a discretionary liquidity fee of up to 2% of the value withdrawn, if such fee is determined to be in the best interests of the Money Market Series. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments may follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. Each Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.

Pursuant to the current securities lending agreement, Capital Appreciation, Health Sciences Opportunities, Mid-Cap Growth Equity and Technology Opportunities retain 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Pursuant to the current securities lending agreement, Infrastructure Sustainable Opportunities retains 82% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the BlackRock Multi-Asset Complex in a calendar year exceeds a specified threshold, Capital Appreciation, Health Sciences Opportunities, Mid-Cap Growth Equity and Technology Opportunities, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 81% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses. Infrastructure Sustainable Opportunities, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment expenses), and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 79

Notes to Financial Statements (unaudited) (continued)

The share of securities lending income earned by each Fund is shown as securities lending income — affiliated — net in the Statements of Operations. For the six months ended November 30, 2023, each Fund paid BIM the following amounts for securities lending agent services:

Fund Name	Amounts
Capital Appreciation	$	1,247
Health Sciences Opportunities		99,953
Infrastructure Sustainable Opportunities		3
Mid-Cap Growth Equity		68,387
Technology Opportunities		11,316

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, Capital Appreciation and Infrastructure Sustainable Opportunities 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 Capital Appreciation’s and Infrastructure Sustainable Opportunities’s investment policies and restrictions. Capital Appreciation is currently permitted to borrow under the Interfund Lending Program. In addition, Infrastructure Sustainable Opportunities 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.

During the six months ended November 30, 2023, Capital Appreciation and Infrastructure Sustainable Opportunities did not participate in the Interfund Lending Program.

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

7. PURCHASES AND SALES

For the six months ended November 30, 2023, purchases and sales of investments, excluding short-term securities, were as follows:

Fund Name	Purchases		Sales
Capital Appreciation	$	289,589,005	$	581,856,820
Health Sciences Opportunities		1,397,366,319		2,154,481,470
Infrastructure Sustainable Opportunities		2,651,921		2,146,316
Mid-Cap Growth Equity		2,396,617,647		3,377,006,398
Technology Opportunities		401,237,458		629,543,843

8. INCOME TAX INFORMATION

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

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of November 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

As of May 31, 2023, the Funds had non-expiring capital loss carryforwards available to offset future realized capital gains and qualified late-year losses as follows:

Fund Name	Non-Expiring Capital Loss Carryforwards		Qualified Late-Year Ordinary Losses
Capital Appreciation	$	—	$	1,852,224
Health Sciences Opportunities		—		70,936
Infrastructure Sustainable Opportunities		618,241		—
Mid-Cap Growth Equity		2,288,206,843		20,531,216
Technology Opportunities		710,037,033		7,766,600

80 2 0 2 3   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

Notes to Financial Statements (unaudited) (continued)

As of November 30, 2023, 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:

Fund Name	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation (Depreciation)
Capital Appreciation	$	1,577,212,297	$	1,692,437,998	$	(17,023,817	)	$	1,675,414,181
Health Sciences Opportunities		5,177,330,809		3,072,903,899		(271,608,354	)		2,801,295,545
Infrastructure Sustainable Opportunities		9,222,020		475,009		(866,023	)		(391,014	)
Mid-Cap Growth Equity		8,780,212,661		3,407,210,880		(255,702,440	)		3,151,508,440
Technology Opportunities		2,532,805,056		2,229,706,895		(52,024,044	)		2,177,682,851

9. BANK BORROWINGS

The Corporation and the Trust, on behalf of the Funds, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.50 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 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) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (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 or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2024 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 November 30, 2023, the Funds did not borrow under the credit agreement.

10. PRINCIPAL RISKS

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

The Funds may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00, which may be subject to discretionary liquidity fees under certain circumstances.

Infectious Illness Risk: An outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely impact the economies of many nations and the global economy, and may impact individual issuers and capital markets in ways that cannot be foreseen. An infectious illness outbreak may result in, among other things, closed international borders, prolonged quarantines, supply chain disruptions, market volatility or disruptions and other significant economic, social and political impacts.

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. A Fund may invest in illiquid investments. An illiquid investment is any investment that a 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. A 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 each 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 a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests.

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

Counterparty Credit Risk: The Funds 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 Funds manage 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 Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 81

Notes to Financial Statements (unaudited) (continued)

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 options purchased and exchange-traded futures, there is less counterparty credit risk to the Funds 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, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Geographic/Asset Class 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 Schedule of Investments.

Certain Funds invest a significant portion of their assets in securities within a single or limited number of market sectors. When a fund concentrates its investments in this manner, it assumes the risk that economic, regulatory, political and social conditions affecting such sectors may have a significant impact on the Fund and could affect the income from, or the value or liquidity of, the Fund’s portfolio. Investment percentages in specific sectors are presented in the Schedules of Investments.

The Funds invest a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Funds invest.

Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.

11. CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Capital Appreciation
Institutional
Shares sold		1,229,752		$	41,045,413			5,716,023		$	157,957,646
Shares issued in reinvestment of distributions		271,302			9,178,145			1,893,570			51,954,274
Shares redeemed		(2,926,262	)		(97,560,178	)		(15,681,629	)		(435,307,849	)
		(1,425,208	)	$	(47,336,620	)		(8,072,036	)	$	(225,395,929	)
Investor A
Shares sold and automatic conversion of shares		1,766,494		$	51,494,190			3,941,330		$	97,836,995
Shares issued in reinvestment of distributions		1,003,491			29,663,201			5,278,960			127,222,770
Shares redeemed		(4,617,857	)		(135,096,969	)		(13,077,008	)		(322,318,537	)
		(1,847,872	)	$	(53,939,578	)		(3,856,718	)	$	(97,258,772	)
Investor C
Shares sold		122,655		$	1,985,872			295,401		$	4,190,433
Shares issued in reinvestment of distributions		78,950			1,285,304			415,970			5,707,720
Shares redeemed and automatic conversion of shares		(521,422	)		(8,405,515	)		(1,003,070	)		(14,231,042	)
		(319,817	)	$	(5,134,339	)		(291,699	)	$	(4,332,889	)

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Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Capital Appreciation (continued)
Class K
Shares sold		896,544		$	30,225,975			2,780,441		$	79,543,996
Shares issued in reinvestment of distributions		299,603			10,261,389			1,501,046			41,578,344
Shares redeemed		(5,052,062	)		(168,259,908	)		(4,141,499	)		(118,871,975	)
		(3,855,915	)	$	(127,772,544	)		139,988		$	2,250,365
Class R
Shares sold		103,468		$	2,134,399			204,059		$	3,695,774
Shares issued in reinvestment of distributions		29,675			622,572			142,318			2,473,411
Shares redeemed		(207,462	)		(4,453,506	)		(310,598	)		(5,527,276	)
		(74,319	)	$	(1,696,535	)		35,779		$	641,909
		(7,523,131	)	$	(235,879,616	)		(12,044,686	)	$	(324,095,316	)
Health Sciences Opportunities
Institutional
Shares sold		3,590,199		$	247,112,091			11,197,111		$	765,047,695
Shares issued in reinvestment of distributions		1,152,305			81,272,036			5,046,141			332,953,033
Shares redeemed		(8,923,581	)		(612,460,758	)		(21,662,089	)		(1,475,511,418	)
		(4,181,077	)	$	(284,076,631	)		(5,418,837	)	$	(377,510,690	)
Service
Shares sold		19,745		$	1,278,029			57,200		$	3,684,661
Shares issued in reinvestment of distributions		10,065			667,108			40,955			2,542,243
Shares redeemed		(61,222	)		(3,979,866	)		(122,578	)		(7,895,488	)
		(31,412	)	$	(2,034,729	)		(24,423	)	$	(1,668,584	)
Investor A
Shares sold and automatic conversion of shares		1,662,660		$	107,389,328			4,334,203		$	278,606,468
Shares issued in reinvestment of distributions		861,423			56,802,265			3,522,117			217,567,391
Shares redeemed		(4,263,716	)		(274,600,146	)		(9,621,175	)		(618,119,887	)
		(1,739,633	)	$	(110,408,553	)		(1,764,855	)	$	(121,946,028	)
Investor C
Shares sold		167,430		$	8,942,342			537,584		$	28,698,873
Shares issued in reinvestment of distributions		177,161			9,625,174			832,560			42,677,038
Shares redeemed and automatic conversion of shares		(1,608,035	)		(85,468,729	)		(3,241,641	)		(172,577,850	)
		(1,263,444	)	$	(66,901,213	)		(1,871,497	)	$	(101,201,939	)
Class K
Shares sold		919,349		$	63,666,969			2,134,729		$	147,417,118
Shares issued in reinvestment of distributions		120,923			8,544,395			470,645			31,121,552
Shares redeemed		(1,616,138	)		(112,999,257	)		(1,551,519	)		(105,963,545	)
		(575,866	)	$	(40,787,893	)		1,053,855		$	72,575,125
Class R
Shares sold		152,153		$	9,421,417			260,827		$	16,205,620
Shares issued in reinvestment of distributions		79,945			5,102,900			305,568			18,277,362
Shares redeemed		(343,568	)		(21,500,224	)		(662,105	)		(41,318,683	)
		(111,470	)	$	(6,975,907	)		(95,710	)	$	(6,835,701	)
		(7,902,902	)	$	(511,184,926	)		(8,121,467	)	$	(536,587,817	)

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 83

Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Infrastructure Sustainable Opportunities
Institutional
Shares sold		146		$	1,255			664		$	5,769
Shares issued in reinvestment of distributions		13			124			32			282
Shares redeemed		(262	)		(2,192	)		(133	)		(1,200	)
		(103	)	$	(813	)		563		$	4,851
Investor A
Shares sold		5,008		$	42,411			6,368		$	57,649
Shares issued in reinvestment of distributions		66			607			38			332
Shares redeemed		(1,344	)		(10,686	)		(54	)		(495	)
		3,730		$	32,332			6,352		$	57,486
Class K
Shares sold		61		$	520			189		$	1,620
Shares issued in reinvestment of distributions		6			56			16			142
		67		$	576			205		$	1,762
		3,694		$	32,095			7,120		$	64,099
Mid-Cap Growth Equity
Institutional
Shares sold		13,906,035		$	477,656,786			47,917,656		$	1,524,488,005
Shares redeemed		(28,837,238	)		(986,027,853	)		(103,429,603	)		(3,263,321,983	)
		(14,931,203	)	$	(508,371,067	)		(55,511,947	)	$	(1,738,833,978	)
Service
Shares sold		97,886		$	2,999,341			350,535		$	9,881,277
Shares redeemed		(295,217	)		(8,843,161	)		(975,944	)		(27,755,309	)
		(197,331	)	$	(5,843,820	)		(625,409	)	$	(17,874,032	)
Investor A
Shares sold and automatic conversion of shares		2,494,382		$	72,950,389			7,397,275		$	201,630,334
Shares redeemed		(8,115,402	)		(236,047,974	)		(17,049,170	)		(459,100,473	)
		(5,621,020	)	$	(163,097,585	)		(9,651,895	)	$	(257,470,139	)
Investor C
Shares sold		200,362		$	4,366,259			596,600		$	12,112,431
Shares redeemed and automatic conversion of shares		(1,112,843	)		(23,995,863	)		(2,806,057	)		(56,412,228	)
		(912,481	)	$	(19,629,604	)		(2,209,457	)	$	(44,299,797	)
Class K
Shares sold		11,572,784		$	400,447,225			43,394,126		$	1,373,927,107
Shares redeemed		(18,463,712	)		(637,840,789	)		(47,704,012	)		(1,522,478,195	)
		(6,890,928	)	$	(237,393,564	)		(4,309,886	)	$	(148,551,088	)
Class R
Shares sold		284,882		$	8,079,375			880,078		$	23,445,508
Shares redeemed		(615,531	)		(17,473,336	)		(862,426	)		(22,678,994	)
		(330,649	)	$	(9,393,961	)		17,652		$	766,514
		(28,883,612	)	$	(943,729,601	)		(72,290,942	)	$	(2,206,262,520	)
Technology Opportunities
Institutional
Shares sold		5,145,074		$	258,124,062			16,615,851		$	696,225,151
Shares redeemed		(8,753,871	)		(438,660,382	)		(33,058,906	)		(1,373,686,694	)
		(3,608,797	)	$	(180,536,320	)		(16,443,055	)	$	(677,461,543	)

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Notes to Financial Statements (unaudited) (continued)

	Six Months Ended 11/30/23						Year Ended 05/31/23
Fund Name/Share Class	Shares			Amount			Shares			Amount
Technology Opportunities (continued)
Service
Shares sold		105,625		$	5,010,319			171,238		$	6,686,958
Shares redeemed		(206,850	)		(9,584,051	)		(417,065	)		(16,352,892	)
		(101,225	)	$	(4,573,732	)		(245,827	)	$	(9,665,934	)
Investor A
Shares sold and automatic conversion of shares		2,518,205		$	114,699,264			4,850,581		$	188,138,502
Shares redeemed		(3,760,433	)		(171,293,837	)		(9,667,118	)		(366,443,166	)
		(1,242,228	)	$	(56,594,573	)		(4,816,537	)	$	(178,304,664	)
Investor C
Shares sold		372,483		$	13,533,457			705,328		$	21,723,660
Shares redeemed and automatic conversion of shares		(1,060,646	)		(38,380,684	)		(2,005,673	)		(60,699,308	)
		(688,163	)	$	(24,847,227	)		(1,300,345	)	$	(38,975,648	)
Class K
Shares sold		907,749		$	45,826,688			1,866,384		$	77,400,205
Shares redeemed		(646,647	)		(32,192,990	)		(1,574,873	)		(65,635,026	)
		261,102		$	13,633,698			291,511		$	11,765,179
Class R
Shares sold		141,933		$	6,455,240			250,388		$	9,664,993
Shares redeemed		(199,093	)		(9,017,253	)		(271,520	)		(10,425,495	)
		(57,160	)	$	(2,562,013	)		(21,132	)	$	(760,502	)
		(5,436,471	)	$	(255,480,167	)		(22,535,385	)	$	(893,403,112	)

As of November 30, 2023, shares owned by BlackRock Financial Management, Inc., an affiliate of the Funds, were as follows:

Share Class	Infrastructure Sustainable Opportunities		Technology Opportunities
Institutional		10,000		—
Investor A		10,000		—
Class K		980,000		8,673

12. SUBSEQUENT EVENTS

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

N O T E S  T O  F I N A N C I A L  S T A T E M E N T S 85

Statement Regarding Liquidity Risk Management Program

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), BlackRock Capital Appreciation Fund, Inc. (the “Corporation”) and BlackRock Funds^SM (the “Trust”) have adopted and implemented a liquidity risk management program (the “Program”) for BlackRock Capital Appreciation Fund, Inc., BlackRock Health Sciences Opportunities Portfolio, BlackRock Infrastructure Sustainable Opportunities Fund, BlackRock Mid-Cap Growth Equity Portfolio and BlackRock Technology Opportunities Fund (the “Funds”), which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Directors of the Corporation and the Board of Trustees of the Trust (together, the “Board”), on behalf of the Funds, met on November 16-17, 2023 (the “Meeting”) to review the Program. The Board previously appointed BlackRock Advisors, LLC or BlackRock Fund Advisors (“BlackRock”), each an investment adviser to certain BlackRock funds, as the program administrator for each Fund’s Program, as applicable. BlackRock also previously delegated oversight of the Program to the 40 Act Liquidity Risk Management Committee (the “Committee”). At the Meeting, the Committee, on behalf of BlackRock, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including the management of each Fund’s Highly Liquid Investment Minimum (“HLIM”) where applicable, and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022 through September 30, 2023 (the “Program Reporting Period”).

The Report described the Program’s liquidity classification methodology for categorizing each Fund’s investments (including derivative transactions) into one of four liquidity buckets. It also referenced the methodology used by BlackRock to establish each Fund’s HLIM and noted that the Committee reviews and ratifies the HLIM assigned to each Fund no less frequently than annually. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the imposition of capital controls in certain countries.

The Report noted that the Program complied with the key factors for consideration under the Liquidity Rule for assessing, managing and periodically reviewing each Fund’s liquidity risk, as follows:

a) The Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed whether each Fund’s strategy is appropriate for an open-end fund structure with a focus on funds with more significant and consistent holdings of less liquid and illiquid assets. The Committee also factored a fund’s concentration in an issuer into the liquidity classification methodology by taking issuer position sizes into account. Where a fund participated in borrowings for investment purposes (such as tender option bonds or reverse repurchase agreements), such borrowings were factored into the Program’s calculation of a fund’s liquidity bucketing. A fund’s derivative exposure was also considered in such calculation.

b) Short-term and long-term cash flow projections during both normal and reasonably foreseeable stressed conditions. During the Program Reporting Period, the Committee reviewed historical redemption activity and used this information as a component to establish each Fund’s reasonably anticipated trading size utilized for liquidity classifications. Each Fund has adopted an in-kind redemption policy which may be utilized to meet larger redemption requests. The Committee may also take into consideration a fund’s shareholder ownership concentration (which, depending on product type and distribution channel, may or may not be available), a fund’s distribution channels, and the degree of certainty associated with a fund’s short-term and long-term cash flow projections.

c) Holdings of cash and cash equivalents, as well as borrowing arrangements. The Committee considered the terms of the credit facility committed to each Fund, the financial health of the institution providing the facility and the fact that the credit facility is shared among multiple funds (including that a portion of the aggregate commitment amount is specifically designated for BlackRock Floating Rate Income Portfolio, a series of BlackRock Funds V, and BlackRock Floating Rate Loan ETF, a series of BlackRock ETF Trust II). The Committee also considered other types of borrowing available to the funds, such as the ability to use reverse repurchase agreements and interfund lending, as applicable.

There were no material changes to the Program during the Program Reporting Period other than the enhancement of certain model components in the Program’s classification methodology. The Report provided to the Board stated that the Committee concluded that based on the operation of the functions, as described in the Report, the Program is operating as intended and is effective in implementing the requirements of the Liquidity Rule.

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Additional Information

Tailored Shareholder Reports for Open-End Mutual Funds and ETFs

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Funds.

General Information

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports, Rule 30e-3 notices and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Form N-PORT. The Funds’ Forms N-PORT are available on the SEC’s website at sec.gov. Additionally, each Fund makes its portfolio holdings for the first and third quarters of each fiscal year available at blackrock.com/fundreports.

Availability of Proxy Voting Policies, Procedures and Voting Records

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available without charge, upon request (1) by calling (800) 441-7762; (2) on the BlackRock website at blackrock.com; and (3) 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.

A D D I T I O N A L   I N F O R M A T I O N 87

Additional Information  (continued)

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

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

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

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

Fund and Service Providers
Investment Adviser and Administrator	Independent Registered Public Accounting Firm
BlackRock Advisors, LLC	Deloitte & Touche LLP
Wilmington, DE 19809	Boston, MA 02116
Sub-Advisers(a)	Distributor
BlackRock International Limited	BlackRock Investments, LLC
Edinburgh, EH3 8BL	New York, NY 10001
United Kingdom
	Legal Counsel
BlackRock (Singapore) Limited	Sidley Austin LLP
079912 Singapore	New York, NY 10019
Accounting Agent and Transfer Agent	Address of the Corporation/Trust
BNY Mellon Investment Servicing (US) Inc.	100 Bellevue Parkway
Wilmington, DE 19809	Wilmington, DE 19809
Custodian
The Bank of New York Mellon
New York, NY 10286

^(a)  For BlackRock Infrastructure Sustainable Opportunities Fund.

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Glossary of Terms Used in this Report

Currency Abbreviation

CAD	Canadian Dollar
EUR	Euro
GBP	British Pound
USD	United States Dollar

Portfolio Abbreviation

ADR	American Depositary Receipt
CVR	Contingent Value Rights
NVS	Non-Voting Shares
S&P	Standard & Poor’s

G L O S S A R Y   O F   T E R M S   U S E D   I N   T H I S   R E P O R T 89

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

GROPPS-11/23-SAR

(b) Not Applicable

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(a) 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 – Recovery of Erroneously Awarded Compensation – Not Applicable

Item 14 – Exhibits attached hereto

(a)(1) Code of Ethics – Not Applicable to this semi-annual report

(a)(2) Section 302 Certifications are attached

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable

(a)(4) Change in Registrant’s independent public accountant – Not Applicable

(b) Section 906 Certifications are attached

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: January 19, 2024

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: January 19, 2024

By:	/s/ Trent Walker
	Trent Walker
	Chief Financial Officer (principal financial officer) of
	BlackRock FundsSM

Date: January 19, 2024