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 China A 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: 10/31/2024

Date of reporting period: 04/30/2024

Item 1 – Report to Stockholders

(a)

The Report to Shareholders is attached herewith.

(b)

Not Applicable

APRIL

30,

2024

Not

FDIC

Insured

-

May

Lose

Value

-

No

Bank

Guarantee

2024

Semi-Annual

Report

(Unaudited)

BlackRock

Funds

SM

BlackRock

China

A

Opportunities

Fund

Dear

Shareholder,

The

combination

of

continued

economic

growth

and

cooling

inflation

provided

a

supportive

backdrop

for

investors

during

the

12-month

reporting

period

ended

April

30,

2024.

Higher

interest

rates

helped

to

rein

in

inflation,

and

the

Consumer

Price

Index

decelerated

substantially

while

remaining

above

pre-pandemic

levels.

A

moderating

labor

market

helped

ease

inflationary

pressure,

although

wages

continued

to

grow.

Wage

and

job

growth

powered

robust

consumer

spending,

backstopping

the

economy.

On

October

7,

2023,

Hamas

launched

a

horrific

attack

on

Israel.

The

ensuing

war

has

had

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

robust

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

second

half

of

2023.

Large-capitalization

U.S.

stocks

posted

particularly

substantial

gains,

supported

by

the

performance

of

a

few

notable

technology

companies,

while

small-capitalization

U.S.

stocks’

advance

was

slower

but

still

impressive.

Meanwhile,

both

international

developed

market

equities

and

emerging

market

stocks

also

gained,

albeit

at

a

notably

slower

pace

than

that

of

U.S.

stocks.

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

future

interest

rate

changes.

However,

higher

yields

drove

solid

gains

in

shorter-duration

U.S.

Treasuries.

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

twice

during

the

12-month

period,

but

paused

its

tightening

after

its

July

meeting.

The

Fed

also

continued

to

reduce

its

balance

sheet

by

not

replacing

some

of

the

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

stopped

tightening

for

now,

we

believe

that

the

new

economic

regime

means

that

the

Fed

will

need

to

maintain

high

rates

for

an

extended

period,

and

recent

statements

from

the

Fed

seem

to

support

this

view.

In

this

new

regime,

we

anticipate

greater

volatility

and

dispersion

of

returns,

creating

more

opportunities

for

selective

portfolio

management.

Looking

at

developed

market

stocks,

we

have

an

overweight

stance

on

U.S.

stocks

overall,

particularly

given

the

promise

of

emerging

AI

technologies.

We

are

also

overweight

Japanese

stocks

as

shareholder-friendly

policies

generate

increased

investor

interest,

although

we

maintain

an

underweight

stance

on

European

stocks.

In

credit,

we

believe

there

are

selective

opportunities

in

the

near

term

despite

tighter

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

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

The

Markets

in

Review

Rob

Kapito

President,

BlackRock

Advisors,

LLC

Past

performance

is

not

an

indication

of

future

results.

Index

performance

is

shown

for

illustrative

purposes

only.

You

cannot

invest

directly

in

an

index.

Total

Returns

as

of

April

30,

2024

6-Month

12-Month

U.S.

large

cap

equities

(S&P

500

®

Index)

20.98

%

22.66

%

U.S.

small

cap

equities

(Russell

2000

®

Index)

19.66

13.32

International

equities

(MSCI

Europe,

Australasia,

Far

East

Index)

18.63

9.28

Emerging

market

equities

(MSCI

Emerging

Markets

Index)

15.40

9.88

3-month

Treasury

bills

(ICE

BofA

3-Month

U.S.

Treasury

Bill

Index)

2.66

5.36

U.S.

Treasury

securities

(ICE

BofA

10-Year

U.S.

Treasury

Index)

3.66

(6.40

)

U.S.

investment

grade

bonds

(Bloomberg

U.S.

Aggregate

Bond

Index)

4.97

(1.47

)

Tax-exempt

municipal

bonds

(Bloomberg

Municipal

Bond

Index)

7.06

2.08

U.S.

high

yield

bonds

(Bloomberg

U.S.

Corporate

High

Yield

2%

Issuer

Capped

Index)

8.99

9.01

This

Page

is

not

Part

of

Your

Fund

Report

2

Table

of

Contents

Page

3

The

Markets

in

Review

...................................................................................................

2

Semi-Annual

Report:

Fund

Summary

........................................................................................................

4

About

Fund

Performance

..................................................................................................

6

Disclosure

of

Expenses

...................................................................................................

6

Derivative

Financial

Instruments

.............................................................................................

6

Financial

Statements:

Schedule

of

Investments

................................................................................................

7

Statement

of

Assets

and

Liabilities

..........................................................................................

13

Statement

of

Operations

................................................................................................

15

Statements

of

Changes

in

Net

Assets

........................................................................................

16

Financial

Highlights

.....................................................................................................

17

Notes

to

Financial

Statements

..............................................................................................

19

Statement

Regarding

Liquidity

Risk

Management

Program

.............................................................................

26

Additional

Information

....................................................................................................

27

Glossary

of

Terms

Used

in

this

Report

..........................................................................................

29

Fund

Summary

as

of

April

30,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

4

BlackRock

China

A

Opportunities

Fund

Investment

Objective

BlackRock

China

A

Opportunities

Fund’s

(the

“Fund”)

investment

objective

is

to

seek

to

maximize

total

return.

Total

return

means

the

combination

of

capital

appreciation

and

investment

income.

Portfolio

Management

Commentary

How

did

the

Fund

perform?

For

the

six-month

period

ended

April

30,

2024,

all

of

the

Fund’s

share

classes

outperformed

its

benchmark,

the

MSCI

China

A

Onshore

Index.

What

factors

influenced

performance?

Chinese

onshore

equity

markets

had

a

challenging

start

to

the

reporting

period,

declining

more

than

10%

before

rebounding

to

finish

with

a

modest

positive

return.

As

the

period

opened,

a

lack

of

clarity

around

potential

U.S.

tariff

reductions

during

a

meeting

between

Chinese

President,

Xi

Jinping

and

United

States

President,

Joseph

Biden,

disappointed

investors.

Additionally,

Moody’s

decision

to

downgrade

China’s

A1

debt

rating

alongside

weak

inflation

and

retail

sales

data

led

to

a

continuation

of

the

sell-off

as

2023

drew

to

a

close.

However,

the

start

of

a

new

year

brought

a

set

of

actions

from

Chinese

policymakers

that

led

to

a

dramatic

improvement

in

sentiment,

including

a

lowering

of

bank

reserve

requirements

and

the

introduction

of

new

key

performance

indicators

for

state-owned

enterprises

that

included

stock

price

performance.

The

market

rally

was

further

fueled

by

continued

government

support

and

strong

Chinese

New

Year

tourism

and

consumer

spending

data.

The

Fund’s

strong

performance

was

supported

by

all

insight

groups,

with

the

majority

of

gains

coming

from

fundamental

measures.

In

particular,

value

insights

using

proprietary

accounting

valuations

as

well

as

cash

flow

levels

were

strong

contributors.

Further,

with

more

investors

favoring

high

dividend

stocks,

insights

capturing

dividend

yield

were

among

the

leading

contributors.

Sentiment

and

macro

thematic

insights

also

proved

additive,

most

notably

text-based

measures

analyzing

sentiment

from

broker

reports

and

web

activity

which

rebounded

strongly

towards

the

second

half

of

the

period.

From

a

sector

perspective,

an

overweight

to

the

healthcare

sector,

and

pharmaceutical

companies

in

particular,

was

most

additive,

followed

by

successful

positioning

within

information

technology.

Conversely,

fundamental

momentum

insights

looking

at

industry

leadership,

web

traffic

data

and

job

posting

data

slightly

underperformed

for

the

period

as

they

incorrectly

positioned

the

portfolio

around

communication

services

stocks.

Retail

sentiment

insights

were

also

challenged,

most

notably

measures

looking

at

investment

flows

which

drove

unsuccessful

positioning

within

the

utilities

sector.

Describe

recent

portfolio

activity.

Amid

heightened

market

volatility,

the

Fund’s

overall

risk

exposure

was

maintained

toward

the

lower

end

of

its

typical

range.

Several

new

signals

were

incorporated

into

the

Fund’s

model,

including

an

insight

that

looks

at

retail

investor

equity

trading

activity

as

reflected

in

order

book

data.

Describe

portfolio

positioning

at

period

end.

At

period

end,

the

Fund’s

sector

positioning

was

largely

neutral.

The

Fund

had

a

slight

overweight

to

consumer

discretionary

and

healthcare

and

a

slight

underweight

to

financials

and

industrials.

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

(a)

Assuming

transaction

costs

and

other

operating

expenses,

including

investment

advisory

fees

and

administration

fees,

if

any.

Institutional

and

Class

K

Shares

do

not

have

a

sales

charge.

See

“About

Fund

Performance”

for

a

detailed

description

of

share

classes,

including

any

related

fees.

(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

equity

securities

of

issuers

domiciled

in

the

People's

Republic

of

China

(“China”

and,

for

the

purpose

of

this

report,

excluding

Hong

Kong,

Macau

and

Taiwan)

and

listed

in

China

(i.e.,

A-shares),

and

derivatives

that

have

similar

economic

characteristics

to

such

securities.

The

Fund

primarily

intends

to

invest

in

equity

securities

or

other

financial

instruments

that

are

components

of,

or

have

characteristics

similar

to,

the

securities

included

in

the

MSCI

China

A

Onshore

Index.

(c)

The

Fund

commenced

operations

on

December

27,

2018.

(d)

An

index

that

captures

large-

and

mid-cap

representation

across

China

securities

listed

on

the

Shanghai

Stock

Exchange

and

Shenzhen

Stock

Exchange.

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.

Average

Annual

Total

Returns

(a)(b)

1

Year

5

Years

Since

Inception

(c)

6-Month

Total

Returns

Without

Sales

Charge

Without

Sales

Charge

Without

Sales

Charge

Institutional

..........................................................................

6.28‌%

(11.86‌)%

2.09‌%

7.92‌%

Class

K

............................................................................

6.28‌

(11.85‌)

2.13‌

7.96‌

MSCI

China

A

Onshore

Index

(d)

...........................................................

1.28‌

(13.77‌)

(0.42‌)

5.25‌

Fund

Summary

as

of

April

30,

2024

(continued)

5

Fund

Summary

BlackRock

China

A

Opportunities

Fund

Expense

Example

See

“Disclosure

of

Expenses”

for

further

information

on

how

expenses

were

calculated.

Overview

of

the

Fund’s

Total

Investments

Portfolio

Information

Actual

H

ypothetical

5%

Re

turn

Beginning

Account

Value

(11/01/23)

Ending

Account

Value

(04/30/24)

Expenses

Paid

During

the

Period

(a)

Beginning

Account

Value

(11/01/23)

Ending

Account

Value

(04/30/24)

Expenses

Paid

During

the

Period

(a)

Annualized

Expense

Ratio

Institutional

...............................

$

1,000.00‌

$

1,062.80‌

$

5.18‌

$

1,000.00‌

$

1,019.84‌

$

5.07‌

1.01‌%

Class

K

..................................

1,000.00‌

1,062.80‌

4.92‌

1,000.00‌

1,020.09‌

4.82‌

0.96‌

(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

182/366

(to

reflect

the

one-half

year

period

shown).

SECTOR

ALLOCATION

Sector

(a)

Percent

of

Net

Assets

Information

Technology

..............................

18.2‌

%

Industrials

.......................................

14.2‌

Financials

.......................................

13.6‌

Consumer

Discretionary

.............................

13.3‌

Consumer

Staples

.................................

12.5‌

Health

Care

.....................................

10.5‌

Materials

.......................................

9.2‌

Communication

Services

.............................

4.3‌

Utilities

.........................................

1.6‌

Energy

.........................................

1.2‌

Real

Estate

......................................

0.5‌

Short-Term

Securities

...............................

1.2‌

Liabilities

in

Excess

of

Other

Assets

.....................

(0.3‌)

TEN

LARGEST

HOLDINGS

—

%

Security

(b)

Percent

of

Net

Assets

—

Kweichow

Moutai

Co.

Ltd.,

Class

A

......................

5.8‌

%

China

Merchants

Bank

Co.

Ltd.,

Class

A

..................

3.9‌

Wuliangye

Yibin

Co.

Ltd.,

Class

A

.......................

3.1‌

BYD

Co.

Ltd.,

Class

A

...............................

2.8‌

BOE

Technology

Group

Co.

Ltd.,

Class

A

..................

2.5‌

Gree

Electric

Appliances,

Inc.

of

Zhuhai,

Class

A

.............

2.4‌

Midea

Group

Co.

Ltd.,

Class

A

.........................

2.4‌

Weichai

Power

Co.

Ltd.,

Class

A

........................

2.3‌

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.,

Class

A

.....

2.3‌

Huatai

Securities

Co.

Ltd.,

Class

A

......................

2.2‌

—

(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.

(b)

Excludes

short-term

investments.

About

Fund

Performance

2024

BlackRock

Semi-Annual

Report

to

Shareholders

6

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.

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;

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

Financial

Statements.

Schedule

of

Investments

(unaudited)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

Schedule

of

Investments

7

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Common

Stocks

Aerospace

&

Defense

—

0.1%

Chengdu

M&S

Electronics

Technology

Co.

Ltd.

,

Class

A

(a)

.......................

3,630

$

12,469

Air

Freight

&

Logistics

—

0.2%

Eastern

Air

Logistics

Co.

Ltd.

,

Class

A

......

6,900

17,350

Sinotrans

Ltd.

,

Class

A

................

11,700

9,468

26,818

Automobile

Components

—

1.3%

Huayu

Automotive

Systems

Co.

Ltd.

,

Class

A

.

74,200

168,183

Ningbo

Joyson

Electronic

Corp.

,

Class

A

....

11,300

27,265

195,448

Automobiles

—

5.0%

BYD

Co.

Ltd.

,

Class

A

.................

13,600

407,613

Great

Wall

Motor

Co.

Ltd.

,

Class

A

........

37,700

135,744

Guangzhou

Automobile

Group

Co.

Ltd.

,

Class

A

23,700

28,590

SAIC

Motor

Corp.

Ltd.

,

Class

A

..........

83,000

169,659

741,606

Banks

—

7.4%

Agricultural

Bank

of

China

Ltd.

,

Class

A

.....

223,600

135,489

Bank

of

Beijing

Co.

Ltd.

,

Class

A

.........

82,600

63,476

Bank

of

Changsha

Co.

Ltd.

,

Class

A

.......

20,800

23,362

Bank

of

Guiyang

Co.

Ltd.

,

Class

A

........

9,700

7,532

Bank

of

Hangzhou

Co.

Ltd.

,

Class

A

.......

11,200

19,908

Bank

of

Jiangsu

Co.

Ltd.

,

Class

A

.........

18,000

20,032

Bank

of

Shanghai

Co.

Ltd.

,

Class

A

........

101,319

101,902

Bank

of

Suzhou

Co.

Ltd.

,

Class

A

.........

15,300

15,903

China

Everbright

Bank

Co.

Ltd.

,

Class

A

....

47,300

20,532

China

Merchants

Bank

Co.

Ltd.

,

Class

A

....

122,259

575,864

Shanghai

Rural

Commercial

Bank

Co.

Ltd.

,

Class

A

........................

119,800

111,554

1,095,554

Beverages

—

10.3%

Beijing

Yanjing

Brewery

Co.

Ltd.

,

Class

A

....

16,600

22,615

Eastroc

Beverage

Group

Co.

Ltd.

,

Class

A

...

400

11,739

Jiangsu

Yanghe

Distillery

Co.

Ltd.

,

Class

A

...

12,100

158,120

Kweichow

Moutai

Co.

Ltd.

,

Class

A

........

3,624

848,230

Sichuan

Swellfun

Co.

Ltd.

,

Class

A

........

2,274

14,077

Wuliangye

Yibin

Co.

Ltd.

,

Class

A

.........

22,200

458,324

1,513,105

Building

Products

—

0.1%

ZBOM

Home

Collection

Co.

Ltd.

,

Class

A

....

5,700

11,696

Capital

Markets

—

4.7%

Beijing

Compass

Technology

Development

Co.

Ltd.

,

Class

A

(a)

....................

10,202

66,076

China

Merchants

Securities

Co.

Ltd.

,

Class

A

.

17,200

34,585

Guotai

Junan

Securities

Co.

Ltd.

,

Class

A

...

15,000

28,343

Hithink

RoyalFlush

Information

Network

Co.

Ltd.

,

Class

A

.....................

1,400

23,179

Huatai

Securities

Co.

Ltd.

,

Class

A

........

168,500

318,116

Industrial

Securities

Co.

Ltd.

,

Class

A

......

3,700

2,838

Nanhua

Futures

Co.

Ltd.

,

Class

A

.........

9,000

13,422

Shenwan

Hongyuan

Group

Co.

Ltd.

,

Class

A

.

128,210

82,826

Zhongtai

Securities

Co.

Ltd.

,

Class

A

.......

131,200

120,091

689,476

Chemicals

—

4.7%

Anhui

Guangxin

Agrochemical

Co.

Ltd.

,

Class

A

54,910

112,035

Anhui

Jinhe

Industrial

Co.

Ltd.

,

Class

A

.....

6,800

22,984

Jinan

Shengquan

Group

Share

Holding

Co.

Ltd.

,

Class

A

.....................

4,800

13,413

Lianhe

Chemical

Technology

Co.

Ltd.

,

Class

A

64,800

52,718

Security

Shares

Shares

Value

Chemicals

(continued)

Luxi

Chemical

Group

Co.

Ltd.

,

Class

A

.....

132,000

$

210,319

Sinopec

Shanghai

Petrochemical

Co.

Ltd.

,

Class

A

(a)

.......................

81,900

31,864

Tangshan

Sanyou

Chemical

Industries

Co.

Ltd.

,

Class

A

........................

25,600

19,464

Xinfengming

Group

Co.

Ltd.

,

Class

A

(a)

.....

39,000

76,687

Xinjiang

Zhongtai

Chemical

Co.

Ltd.

,

Class

A

.

17,300

11,390

Yunnan

Yuntianhua

Co.

Ltd.

,

Class

A

......

40,007

111,345

Zhejiang

Wansheng

Co.

Ltd.

,

Class

A

......

24,800

33,619

695,838

Commercial

Services

&

Supplies

—

0.2%

Shanghai

M&G

Stationery,

Inc.

,

Class

A

.....

5,600

27,232

Communications

Equipment

—

2.7%

Shenzhen

Sunway

Communication

Co.

Ltd.

,

Class

A

........................

51,500

131,914

Yangtze

Optical

Fibre

&

Cable

Joint

Stock

Ltd.

Co.

,

Class

A

.....................

3,100

11,240

Zhongji

Innolight

Co.

Ltd.

,

Class

A

........

1,700

42,778

ZTE

Corp.

,

Class

A

..................

52,326

205,268

391,200

Construction

&

Engineering

—

0.8%

China

State

Construction

Engineering

Corp.

Ltd.

,

Class

A

.....................

161,060

118,763

Construction

Materials

—

0.1%

BBMG

Corp.

,

Class

A

.................

65,500

16,851

Consumer

Staples

Distribution

&

Retail

—

0.1%

Jiajiayue

Group

Co.

Ltd.

,

Class

A

.........

6,200

9,065

Electrical

Equipment

—

4.3%

Contemporary

Amperex

Technology

Co.

Ltd.

,

Class

A

........................

3,729

104,120

Goldwind

Science

&

Technology

Co.

Ltd.

,

Class

A

............................

65,604

68,758

Goneo

Group

Co.

Ltd.

,

Class

A

..........

10,760

176,910

Kehua

Data

Co.

Ltd.

,

Class

A

............

9,672

35,191

Qingdao

TGOOD

Electric

Co.

Ltd.

,

Class

A

..

27,700

73,740

Shanghai

Electric

Group

Co.

Ltd.

,

Class

A

(a)

..

69,000

40,883

Sunwoda

Electronic

Co.

Ltd.

,

Class

A

......

12,262

25,627

Xuji

Electric

Co.

Ltd.

,

Class

A

............

4,200

15,289

Zhejiang

Chint

Electrics

Co.

Ltd.

,

Class

A

....

13,200

37,484

Zhuhai

CosMX

Battery

Co.

Ltd.

,

Class

A

....

36,250

62,946

640,948

Electronic

Equipment,

Instruments

&

Components

—

8.6%

Appotronics

Corp.

Ltd.

,

Class

A

..........

5,758

15,490

Avary

Holding

Shenzhen

Co.

Ltd.

,

Class

A

...

21,300

70,540

BOE

Technology

Group

Co.

Ltd.

,

Class

A

....

625,100

374,573

GoerTek,

Inc.

,

Class

A

................

23,200

50,290

Lens

Technology

Co.

Ltd.

,

Class

A

........

90,300

177,197

Lingyi

iTech

Guangdong

Co.

,

Class

A

......

103,400

73,817

Luxshare

Precision

Industry

Co.

Ltd.

,

Class

A

.

32,200

128,850

Quectel

Wireless

Solutions

Co.

Ltd.

,

Class

A

.

14,547

80,392

Raytron

Technology

Co.

Ltd.

,

Class

A

......

3,387

15,393

Shenzhen

JPT

Opto-Electronics

Co.

Ltd.

,

Class

A

............................

6,814

42,776

Shenzhen

Kinwong

Electronic

Co.

Ltd.

,

Class

A

4,400

14,144

Tianma

Microelectronics

Co.

Ltd.

,

Class

A

(a)

..

122,136

136,173

Universal

Scientific

Industrial

Shanghai

Co.

Ltd.

,

Class

A

.....................

18,300

37,181

Wingtech

Technology

Co.

Ltd.

,

Class

A

(a)

....

6,000

25,894

Zhejiang

Crystal-Optech

Co.

Ltd.

,

Class

A

...

5,600

11,089

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

8

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Electronic

Equipment,

Instruments

&

Components

(continued)

Zhejiang

Jiecang

Linear

Motion

Technology

Co.

Ltd.

,

Class

A

.....................

5,400

$

15,881

1,269,680

Energy

Equipment

&

Services

—

0.1%

Offshore

Oil

Engineering

Co.

Ltd.

,

Class

A

...

11,900

10,410

Entertainment

—

2.9%

37

Interactive

Entertainment

Network

Technology

Group

Co.

Ltd.

,

Class

A

.....

44,800

102,733

G-bits

Network

Technology

Xiamen

Co.

Ltd.

,

Class

A

........................

7,051

189,290

Hangzhou

Electronic

Soul

Network

Technology

Co.

Ltd.

,

Class

A

..................

3,600

9,133

Perfect

World

Co.

Ltd.

,

Class

A

..........

85,971

118,163

Zhejiang

Century

Huatong

Group

Co.

Ltd.

,

Class

A

(a)

.......................

19,100

12,323

431,642

Food

Products

—

2.2%

Inner

Mongolia

Yili

Industrial

Group

Co.

Ltd.

,

Class

A

........................

56,300

221,487

Juewei

Food

Co.

Ltd.

,

Class

A

...........

3,700

10,322

Meihua

Holdings

Group

Co.

Ltd.

,

Class

A

....

57,000

87,140

318,949

Ground

Transportation

—

0.4%

Daqin

Railway

Co.

Ltd.

,

Class

A

..........

58,800

56,095

Health

Care

Equipment

&

Supplies

—

2.9%

APT

Medical,

Inc.

,

Class

A

..............

244

16,897

Sansure

Biotech,

Inc.

,

Class

A

...........

10,846

30,592

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.

,

Class

A

.....................

7,897

331,018

Sinocare,

Inc.

,

Class

A

................

13,400

44,043

422,550

Health

Care

Providers

&

Services

—

1.4%

Huadong

Medicine

Co.

Ltd.

,

Class

A

.......

6,000

27,208

Shanghai

Pharmaceuticals

Holding

Co.

Ltd.

,

Class

A

........................

71,900

177,430

204,638

Household

Durables

—

6.8%

Gree

Electric

Appliances,

Inc.

of

Zhuhai

,

Class

A

............................

60,815

352,210

Haier

Smart

Home

Co.

Ltd.

,

Class

A

.......

16,900

70,187

Hisense

Home

Appliances

Group

Co.

Ltd.

,

Class

A

........................

42,835

228,416

Midea

Group

Co.

Ltd.

,

Class

A

...........

36,487

350,314

1,001,127

Independent

Power

and

Renewable

Electricity

Producers

—

0.8%

CECEP

Solar

Energy

Co.

Ltd.

,

Class

A

.....

109,000

77,395

Inner

Mongolia

MengDian

HuaNeng

Thermal

Power

Corp.

Ltd.

,

Class

A

............

80,900

48,652

126,047

Insurance

—

1.4%

People's

Insurance

Co.

Group

of

China

Ltd.

(The)

,

Class

A

....................

16,000

11,526

Ping

An

Insurance

Group

Co.

of

China

Ltd.

,

Class

A

........................

34,800

197,479

209,005

Machinery

—

7.3%

CRRC

Corp.

Ltd.

,

Class

A

..............

164,190

157,820

Tian

Di

Science

&

Technology

Co.

Ltd.

,

Class

A

23,100

23,578

Weichai

Power

Co.

Ltd.

,

Class

A

..........

139,400

333,858

Security

Shares

Shares

Value

Machinery

(continued)

Yutong

Bus

Co.

Ltd.

,

Class

A

............

88,175

$

310,767

Zhengzhou

Coal

Mining

Machinery

Group

Co.

Ltd.

,

Class

A

.....................

100,300

241,289

Zoomlion

Heavy

Industry

Science

&

Technology

Co.

Ltd.

,

Class

A

..................

12,000

14,041

1,081,353

Marine

Transportation

—

0.7%

COSCO

SHIPPING

Holdings

Co.

Ltd.

,

Class

A

60,800

98,655

Media

—

0.3%

Oriental

Pearl

Group

Co.

Ltd.

,

Class

A

......

43,600

41,367

Metals

&

Mining

—

4.2%

Baoshan

Iron

&

Steel

Co.

Ltd.

,

Class

A

.....

331,410

316,840

CMOC

Group

Ltd.

,

Class

A

.............

67,200

82,486

Henan

Shenhuo

Coal

Industry

&

Electricity

Power

Co.

Ltd.

,

Class

A

.............

8,400

25,026

Huaibei

Mining

Holdings

Co.

Ltd.

,

Class

A

...

12,467

33,108

Hunan

Valin

Steel

Co.

Ltd.

,

Class

A

........

72,000

51,717

Jiangxi

Copper

Co.

Ltd.

,

Class

A

.........

6,892

24,669

Maanshan

Iron

&

Steel

Co.

Ltd.

,

Class

A

....

17,600

5,737

Shandong

Nanshan

Aluminum

Co.

Ltd.

,

Class

A

36,900

18,151

Yunnan

Copper

Co.

Ltd.

,

Class

A

.........

31,700

61,014

618,748

Oil,

Gas

&

Consumable

Fuels

—

1.1%

PetroChina

Co.

Ltd.

,

Class

A

............

113,800

160,275

Paper

&

Forest

Products

—

0.2%

Shandong

Bohui

Paper

Industrial

Co.

Ltd.

,

Class

A

........................

15,900

11,985

Shanying

International

Holding

Co.

Ltd.

,

Class

A

(a)

...........................

52,400

13,247

25,232

Pharmaceuticals

—

6.2%

Dong-E-E-Jiao

Co.

Ltd.

,

Class

A

..........

19,400

183,363

Henan

Lingrui

Pharmaceutical

Co.

,

Class

A

..

8,700

30,482

Jiangzhong

Pharmaceutical

Co.

Ltd.

,

Class

A

.

6,700

24,625

Joincare

Pharmaceutical

Group

Industry

Co.

Ltd.

,

Class

A

.....................

118,497

198,182

Livzon

Pharmaceutical

Group,

Inc.

,

Class

A

..

23,800

131,411

Tasly

Pharmaceutical

Group

Co.

Ltd.

,

Class

A

.

42,532

90,482

Tonghua

Dongbao

Pharmaceutical

Co.

Ltd.

,

Class

A

........................

181,837

252,095

910,640

Real

Estate

Management

&

Development

—

0.5%

Poly

Developments

and

Holdings

Group

Co.

Ltd.

,

Class

A

.....................

63,900

78,268

Semiconductors

&

Semiconductor

Equipment

—

4.6%

Amlogic

Shanghai

Co.

Ltd.

,

Class

A

.......

4,347

34,501

Bestechnic

Shanghai

Co.

Ltd.

,

Class

A

(a)

....

658

10,975

Espressif

Systems

Shanghai

Co.

Ltd.

,

Class

A

(a)

1,017

14,854

Focuslight

Technologies,

Inc.

,

Class

A

......

1,246

12,032

Montage

Technology

Co.

Ltd.

,

Class

A

......

3,547

24,592

NAURA

Technology

Group

Co.

Ltd.

,

Class

A

..

1,600

69,942

Shanghai

Awinic

Technology

Co.

Ltd.

,

Class

A

(a)

4,870

38,800

Shenzhen

Goodix

Technology

Co.

Ltd.

,

Class

A

(a)

...........................

12,500

105,311

Shenzhen

SC

New

Energy

Technology

Corp.

,

Class

A

........................

9,074

85,652

SICC

Co.

Ltd.

,

Class

A

(a)

...............

1,215

9,256

Suzhou

Novosense

Microelectronics

Co.

Ltd.

,

Class

A

........................

649

8,597

TongFu

Microelectronics

Co.

Ltd.

,

Class

A

...

32,218

91,597

Schedule

of

Investments

(unaudited)

(continued)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

Schedule

of

Investments

9

(Percentages

shown

are

based

on

Net

Assets)

Security

Shares

Shares

Value

Semiconductors

&

Semiconductor

Equipment

(continued)

Tongwei

Co.

Ltd.

,

Class

A

..............

41,373

$

123,438

Trina

Solar

Co.

Ltd.

,

Class

A

............

6,240

18,228

Vanchip

Tianjin

Technology

Co.

Ltd.

,

Class

A

(a)

1,561

11,610

Will

Semiconductor

Co.

Ltd.

,

Class

A

.......

840

11,718

671,103

Software

—

0.9%

360

Security

Technology,

Inc.

,

Class

A

(a)

....

15,000

17,521

Arcsoft

Corp.

Ltd.

,

Class

A

..............

5,157

23,969

Beijing

Kingsoft

Office

Software,

Inc.

,

Class

A

.

337

14,250

DBAPP

Security

Ltd.

,

Class

A

(a)

..........

1,922

15,079

Fujian

Foxit

Software

Development

JSC

Ltd.

,

Class

A

........................

3,307

27,359

Glodon

Co.

Ltd.

,

Class

A

...............

5,480

8,508

Sangfor

Technologies,

Inc.

,

Class

A

(a)

......

1,127

8,475

Yonyou

Network

Technology

Co.

Ltd.

,

Class

A

8,169

13,046

128,207

Specialty

Retail

—

0.2%

HLA

Group

Corp.

Ltd.

,

Class

A

...........

26,822

33,686

Technology

Hardware,

Storage

&

Peripherals

—

1.5%

Anker

Innovations

Technology

Co.

Ltd.

,

Class

A

3,000

35,580

GRG

Banking

Equipment

Co.

Ltd.

,

Class

A

..

17,500

28,629

Shenzhen

Transsion

Holdings

Co.

Ltd.

,

Class

A

7,666

152,185

216,394

Trading

Companies

&

Distributors

—

0.1%

Sumec

Corp.

Ltd.

,

Class

A

..............

10,300

11,871

Water

Utilities

—

0.7%

Chengdu

Xingrong

Environment

Co.

Ltd.

,

Class

A

............................

111,400

109,500

Wireless

Telecommunication

Services

—

1.1%

China

United

Network

Communications

Ltd.

,

Class

A

........................

247,679

159,459

Total

Long-Term

Investments

—

99

.1

%

(Cost:

$

13,604,686

)

...............................

14,580,970

Short-Term

Securities

Money

Market

Funds

—

1.2%

BlackRock

Liquidity

Funds,

T-Fund,

Institutional

Class

,

5.18

%

(b)

(c)

..................

170,231

170,231

Total

Short-Term

Securities

—

1

.2

%

(Cost:

$

170,231

)

.................................

170,231

Total

Investments

—

100

.3

%

(Cost:

$

13,774,917

)

...............................

14,751,201

Liabilities

in

Excess

of

Other

Assets

—

(

0.3

)

%

.............

(

39,013

)

Net

Assets

—

100.0%

...............................

$

14,712,188

(a)

Non-income

producing

security.

(b)

Affiliate

of

the

Fund.

(c)

Annualized

7-day

yield

as

of

period

end.

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

10

Affiliates

Investments

in

issuers

considered

to

be

affiliate(s)

of

the

Fund

during

the six

months

ended

April

30,

2024

for

purposes

of

Section

2(a)(3)

of

the

Investment

Company

Act

of

1940,

as

amended,

were

as

follows:

Affiliated

Issuer

Value

at

10/31/23

Purchases

at

Cost

Proceeds

from

Sales

Net

Realized

Gain

(Loss)

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

04/30/24

Shares

Held

at

04/30/24

Income

Capital

Gain

Distributions

from

Underlying

Funds

BlackRock

Liquidity

Funds,

T-Fund,

Institutional

Class

.

$

51,164

$

119,067

(a)

$

—

$

—

$

—

$

170,231

170,231

$

4,019

$

—

—

—

(a)

Represents

net

amount

purchased

(sold).

For

purposes

of

this

report,

industry

and

sector

sub-classifications

may

differ

from

those

utilized

by

the

Fund

for

compliance

purposes.

Schedule

of

Investments

(unaudited)

(continued)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

Schedule

of

Investments

11

Derivative

Financial

Instruments

Categorized

by

Risk

Exposure

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.

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

FTSE

China

A50

Index

......................................................

11

05/30/24

$

138

$

1,830

As

of

period

end,

the

fair

values

of

derivative

financial

instruments

located

in

the

Statement

of

Assets

and

Liabilities

were

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Assets

—

Derivative

Financial

Instruments

Futures

contracts

Unrealized

appreciation

on

futures

contracts

(a)

......

$

—

$

—

$

1,830

$

—

$

—

$

—

$

1,830

(a)

Net

cumulative

unrealized

appreciation

(depreciation)

on

futures

contracts,

if

any,

are

reported

in

the

Schedule

of

Investments.

In

the

Statement

of

Assets

and

Liabilities,

only

current

day’s

variation

margin

is

reported

in

receivables

or

payables

and

the

net

cumulative

unrealized

appreciation

(depreciation)

is

included

in

accumulated

earnings

(loss).

For

the

period

ended

April

30,

2024,

the

effect

of

derivative

financial

instruments

in

the

Statement

of

Operations

was

as

follows:

Commodity

Contracts

Credit

Contracts

Equity

Contracts

Foreign

Currency

Exchange

Contracts

Interest

Rate

Contracts

Other

Contracts

Total

Net

Realized

Gain

(Loss)

from

Futures

c

ontracts

.......................

$

—

$

—

$

3,890

$

—

$

—

$

—

$

3,890

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Futures

c

ontracts

.......................

$

—

$

—

$

1,097

$

—

$

—

$

—

$

1,097

Average

Quarterly

Balances

of

Outstanding

Derivative

Financial

Instruments

Futures

contracts

Average

notional

value

of

contracts

—

long

..................................................................................

$

129,731

Level

1

Level

2

Level

3

Total

Assets

Investments

Long-Term

Investments

Common

Stocks

Aerospace

&

Defense

....................................

$

—

$

12,469

$

—

$

12,469

Air

Freight

&

Logistics

....................................

9,468

17,350

—

26,818

Automobile

Components

..................................

—

195,448

—

195,448

Automobiles

..........................................

—

741,606

—

741,606

Banks

...............................................

—

1,095,554

—

1,095,554

2024

BlackRock

Semi-Annual

Report

to

Shareholders

Schedule

of

Investments

(unaudited)

(continued)

April

30,

2024

BlackRock

China

A

Opportunities

Fund

12

See

notes

to

financial

statements.

Level

1

Level

2

Level

3

Total

Beverages

...........................................

$

11,739

$

1,501,366

$

—

$

1,513,105

Building

Products

.......................................

—

11,696

—

11,696

Capital

Markets

........................................

—

689,476

—

689,476

Chemicals

............................................

125,448

570,390

—

695,838

Commercial

Services

&

Supplies

.............................

—

27,232

—

27,232

Communications

Equipment

................................

11,240

379,960

—

391,200

Construction

&

Engineering

................................

—

118,763

—

118,763

Construction

Materials

....................................

—

16,851

—

16,851

Consumer

Staples

Distribution

&

Retail

........................

—

9,065

—

9,065

Electrical

Equipment

.....................................

—

640,948

—

640,948

Electronic

Equipment,

Instruments

&

Components

.................

—

1,269,680

—

1,269,680

Energy

Equipment

&

Services

..............................

—

10,410

—

10,410

Entertainment

.........................................

—

431,642

—

431,642

Food

Products

.........................................

—

318,949

—

318,949

Ground

Transportation

...................................

56,095

—

—

56,095

Health

Care

Equipment

&

Supplies

...........................

30,592

391,958

—

422,550

Health

Care

Providers

&

Services

............................

—

204,638

—

204,638

Household

Durables

.....................................

228,416

772,711

—

1,001,127

Independent

Power

and

Renewable

Electricity

Producers

............

—

126,047

—

126,047

Insurance

............................................

—

209,005

—

209,005

Machinery

............................................

241,289

840,064

—

1,081,353

Marine

Transportation

....................................

98,655

—

—

98,655

Media

...............................................

—

41,367

—

41,367

Metals

&

Mining

........................................

—

618,748

—

618,748

Oil,

Gas

&

Consumable

Fuels

...............................

—

160,275

—

160,275

Paper

&

Forest

Products

..................................

—

25,232

—

25,232

Pharmaceuticals

.......................................

24,625

886,015

—

910,640

Real

Estate

Management

&

Development

.......................

—

78,268

—

78,268

Semiconductors

&

Semiconductor

Equipment

....................

—

671,103

—

671,103

Software

.............................................

—

128,207

—

128,207

Specialty

Retail

........................................

33,686

—

—

33,686

Technology

Hardware,

Storage

&

Peripherals

....................

152,185

64,209

—

216,394

Trading

Companies

&

Distributors

............................

11,871

—

—

11,871

Water

Utilities

.........................................

109,500

—

—

109,500

Wireless

Telecommunication

Services

.........................

—

159,459

—

159,459

Short-Term

Securities

Money

Market

Funds

......................................

170,231

—

—

170,231

$

1,315,040

$

13,436,161

$

—

$

14,751,201

Derivative

Financial

Instruments

(a)

Assets

Equity

contracts

...........................................

$

—

$

1,830

$

—

$

1,830

(a)

Derivative

financial

instruments

are

futures

contracts.

Futures

contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

instrument.

Fair

Value

Hierarchy

as

of Period

End

(continued)

Statement

of

Assets

and

Liabilities

(unaudited)

April

30,

2024

13

Financial

Statements

See

notes

to

financial

statements.

BlackRock

China

A

Opportunities

Fund

ASSETS

Investments,

at

value

—

unaffiliated

(a)

........................................................................................

$

14,580,970‌

Investments,

at

value

—

affiliated

(b)

..........................................................................................

170,231‌

Cash

pledged:

–‌

Futures

contracts

....................................................................................................

8,000‌

Foreign

currency,

at

value

(c)

...............................................................................................

536,196‌

Receivables:

–‌

Capital

shares

sold

...................................................................................................

45,686‌

Dividends

—

affiliated

.................................................................................................

640‌

From

the

Manager

...................................................................................................

15,215‌

Prepaid

e

xpenses

.....................................................................................................

24,513‌

Total

a

ssets

.........................................................................................................

15,381,451‌

LIABILITIES

Payables:

–‌

Investments

purchased

................................................................................................

539,320‌

Administration

fees

...................................................................................................

119‌

Trustees'

and

Officer's

fees

.............................................................................................

1,096‌

Other

affiliate

fees

...................................................................................................

80‌

Professional

fees

....................................................................................................

46,697‌

Variation

margin

on

futures

contracts

.......................................................................................

756‌

Other

accrued

expenses

...............................................................................................

81,195‌

Total

li

abilities

........................................................................................................

669,263‌

Commitments

and

contingent

liabilities

$

–‌

NET

ASSETS

........................................................................................................

$

14,712,188‌

NET

ASSETS

CONSIST

OF:

Paid-in

capital

........................................................................................................

$

15,843,456‌

Accumulated

loss

.....................................................................................................

(

1,131,268‌

)

NET

ASSETS

........................................................................................................

$

14,712,188‌

(a)

  Investments,

at

cost

—

unaffiliated

.................................................................................

$

13,604,686‌

(b)

  Investments,

at

cost

—

affiliated

...................................................................................

$

170,231‌

(c)

  Foreign

currency,

at

cost

.......................................................................................

$

536,196‌

Statement

of

Assets

and

Liabilities

(unaudited)

(continued)

April

30,

2024

2024

BlackRock

Semi-Annual

Report

to

Shareholders

14

See

notes

to

financial

statements.

BlackRock

China

A

Opportunities

Fund

NET

ASSET

VALUE

Institutional

Net

assets

.........................................................................................................

$

7,599,890‌

Shares

outstanding

..................................................................................................

620,394‌

Net

asset

value

.....................................................................................................

$

12.25‌

Shares

authorized

...................................................................................................

Unlimited

Par

value

.........................................................................................................

$

0.001‌

Class

K

Net

assets

.........................................................................................................

$

7,112,298‌

Shares

outstanding

..................................................................................................

580,593‌

Net

asset

value

.....................................................................................................

$

12.25‌

Shares

authorized

...................................................................................................

Unlimited

Par

value

.........................................................................................................

$

0.001‌

Statement

of

Operations

(unaudited)

Six

Months

Ended

April

30,

2024

15

Financial

Statements

See

notes

to

financial

statements.

BlackRock

China

A

Opportunities

Fund

INVESTMENT

INCOME

Dividends

—

unaffiliated

(a)

..............................................................................................

$

18,051‌

Dividends

—

affiliated

.................................................................................................

4,019‌

Interest

—

unaffiliated

.................................................................................................

297‌

Foreign

taxes

withheld

................................................................................................

(

1,805‌

)

Total

investment

income

.................................................................................................

20,562‌

EXPENSES

Professional

.......................................................................................................

70,088‌

Investment

advisory

..................................................................................................

51,449‌

Accounting

services

..................................................................................................

24,238‌

Custodian

.........................................................................................................

22,892‌

Registration

.......................................................................................................

20,630‌

Printing

and

postage

.................................................................................................

10,122‌

Trustees

and

Officer

..................................................................................................

3,231‌

Administration

.....................................................................................................

2,915‌

Transfer

agent

—

class

specific

..........................................................................................

1,896‌

Administration

—

class

specific

..........................................................................................

1,372‌

Miscellaneous

......................................................................................................

5,117‌

Total

expenses

excluding

interest

expense

.....................................................................................

213,950‌

Interest

expense

....................................................................................................

1,327‌

Total

expenses

.......................................................................................................

215,277‌

Less:

–‌

Administration

fees

waived

.............................................................................................

(

2,915‌

)

Administration

fees

waived

by

the

Manager

—

class

specific

.......................................................................

(

1,137‌

)

Fees

waived

and/or

reimbursed

by

the

Manager

...............................................................................

(

143,202‌

)

Transfer

agent

fees

waived

and/or

reimbursed

by

the

Manager

—

class

specific

..........................................................

(

328‌

)

Total

expenses

after

fees

waived

and/or

reimbursed

..............................................................................

67,695‌

Net

investment

loss

....................................................................................................

(47,133‌)

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

$

907,566‌

Net

realized

gain

(loss)

from:

$

–‌

Investments

—

unaffiliated

...........................................................................................

(

716,709‌

)

Foreign

currency

transactions

.........................................................................................

(

1,071‌

)

Futures

contracts

..................................................................................................

3,890‌

A

(713,890‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

—

unaffiliated

...........................................................................................

1,620,358‌

Foreign

currency

translations

..........................................................................................

2‌

Futures

contracts

..................................................................................................

1,097‌

A

1,621,457‌

Net

realized

and

unrealized

gain

...........................................................................................

907,567‌

NET

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

..................................................................

$

860,434‌

(a)

Includes

$7,542

related

to

a

special

distribution

from

Kweichow

Moutai

Co.

Ltd.,

Class

A.

Statements

of

Changes

in

Net

Assets

2024

BlackRock

Semi-Annual

Report

to

Shareholders

16

See

notes

to

financial

statements.

BlackRock

China

A

Opportunities

Fund

Six

Months

Ended

04/30/24

(unaudited)

Year

Ended

10/31/23

INCREASE

(DECREASE)

IN

NET

ASSETS

OPERATIONS

Net

investment

income

(loss)

..........................................................................

$

(

47,133

)

$

267,978

‌

Net

realized

loss

..................................................................................

(

713,890

)

(

1,316,169

)

Net

change

in

unrealized

appreciation

(depreciation)

..........................................................

1,621,457

‌

1,287,190

‌

Net

increase

in

net

assets

resulting

from

operations

.............................................................

860,434

‌

238,999

‌

DISTRIBUTIONS

TO

SHAREHOLDERS

(a)

Institutional

.....................................................................................

(

148,832

)

(

135,504

)

Class

K

.......................................................................................

(

129,971

)

(

69,731

)

Decrease

in

net

assets

resulting

from

distributions

to

shareholders

...................................................

(278,803

)

(205,235

)

CAPITAL

SHARE

TRANSACTIONS

Net

increase

(decrease)

in

net

assets

derived

from

capital

share

transactions

...........................................

23,231

‌

(4,560,942

)

NET

ASSETS

Total

increase

(decrease)

in

net

assets

.....................................................................

604,862

‌

(

4,527,178

)

Beginning

of

period

..................................................................................

14,107,326

‌

18,634,504

‌

End

of

period

......................................................................................

$

14,712,188

‌

$

14,107,326

‌

(a)

Distributions

for

annual

periods

determined

in

accordance

with

U.S.

federal

income

tax

regulations.

Financial

Highlights

(For

a

share

outstanding

throughout

each

period)

17

Financial

Highlights

BlackRock

China

A

Opportunities

Fund

Institutional

Six

Months

Ended

04/30/24

(unaudited)

Year

Ended

10/31/23

Year

Ended

10/31/22

Year

Ended

10/31/21

Year

Ended

10/31/20

Period

from

12/27/18

(a)

to

10/31/19

Net

asset

value,

beginning

of

period

........

$

11.76

‌

$

11.90

‌

$

18.67

‌

$

16.78

‌

$

13.44

‌

$

10.00

‌

Net

investment

income

(loss)

(b)

............

(

0

.04

)

(c)

0

.17

‌

0

.11

‌

0

.15

‌

0

.11

‌

0

.20

‌

Net

realized

and

unrealized

gain

(loss)

.......

0

.76

‌

(

0

.19

)

(

6

.66

)

2

.41

‌

4

.87

‌

3

.24

‌

Net

increase

(decrease)

from

investment

operations

0.72

‌

(0.02

)

(6.55

)

2.56

‌

4.98

‌

3.44

‌

Distributions

(d)

–

–

–

–

–

–

From

net

investment

income

.............

(

0

.23

)

(

0

.12

)

(

0

.22

)

(

0

.04

)

(

0

.42

)

—

‌

From

net

realized

gain

..................

—

‌

—

‌

—

‌

(

0

.63

)

(

1

.22

)

—

‌

Total

distributions

.......................

(0.23

)

(0.12

)

(0.22

)

(0.67

)

(1.64

)

—

‌

Net

asset

value,

end

of

period

.............

$

12.25

‌

$

11.76

‌

$

11.90

‌

$

18.67

‌

$

16.78

‌

$

13.44

‌

Total

Return

(e)

Based

on

net

asset

value

.................

6.28

%

(f)

(0.30

)%

(35.52

)%

15.58

%

41.53

%

(g)

34.40

%

(f)

Ratios

to

Average

Net

Assets

(h)

Total

expen

ses

........................

3.16

%

(i)

2.54

%

1.94

%

1.69

%

2.53

%

3.31

%

(i)

(j)

Total

expenses

after

fees

waived

and/or

reimbursed

1.01

%

(i)

0.99

%

0.99

%

0.98

%

0.97

%

0.96

%

(i)

Total

expenses

after

fees

waived

and/or

reimbursed

and

excluding

interest

expense

.

..........

0.99

%

(i)

0.99

%

0.99

%

0.98

%

0.97

%

0.96

%

(i)

Net

investment

income

(loss)

..............

(0.71

)%

(c)

(i)

1.27

%

0.68

%

0.80

%

0.78

%

1.85

%

(i)

Supplemental

Data

Net

assets,

end

of

period

(000)

.............

$

7,600

‌

$

7,760

‌

$

12,309

‌

$

37,918

‌

$

12,925

‌

$

8,592

‌

Portfolio

turnover

rate

....................

85

%

139

%

168

%

164

%

214

%

128

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Includes

a

one-time

special

distribution

from

Kweichow

Moutai

Co.

Ltd.,

Class

A.

Excluding

such

special

distribution,

the

net

investment

income

would

have

been

$(0.05)

per

share

and

(0.82)%

of

average

net

assets.

(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)

Includes

payment

from

an

affiliate,

which

impacted

the

Fund's

total

return.

Excluding

the

payment

from

an

affiliate,

the

Fund's

total

return

is

40.35%.

(h)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(i)

Annualized.

(j)

Audit,

offering

and

organization

costs

were

not

annualized

in

the

calculation

of

the

expense

ratios.

If

these

expenses

were

annualized,

the

total

expenses

would

have

been

3.60%.

See

notes

to

financial

statements.

Financial

Highlights

(continued)

(For

a

share

outstanding

throughout

each

period)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

18

BlackRock

China

A

Opportunities

Fund

Class

K

Six

Months

Ended

04/30/24

(unaudited)

Year

Ended

10/31/23

Year

Ended

10/31/22

Year

Ended

10/31/21

Year

Ended

10/31/20

Period

from

12/27/18

(a)

to

10/31/19

Net

asset

value,

beginning

of

period

........

$

11.77

‌

$

11.91

‌

$

18.68

‌

$

16.78

‌

$

13.45

‌

$

10.00

‌

Net

investment

income

(loss)

(b)

............

(

0

.04

)

(c)

0

.18

‌

0

.15

‌

0

.11

‌

0

.10

‌

0

.19

‌

Net

realized

and

unrealized

gain

(loss)

.......

0

.76

‌

(

0

.19

)

(

6

.69

)

2

.46

‌

4

.87

‌

3

.26

‌

Net

increase

(decrease)

from

investment

operations

0.72

‌

(0.01

)

(6.54

)

2.57

‌

4.97

‌

3.45

‌

Distributions

(d)

–

–

–

–

–

–

From

net

investment

income

.............

(

0

.24

)

(

0

.13

)

(

0

.23

)

(

0

.04

)

(

0

.42

)

—

‌

From

net

realized

gain

..................

—

‌

—

‌

—

‌

(

0

.63

)

(

1

.22

)

—

‌

Total

distributions

.......................

(0.24

)

(0.13

)

(0.23

)

(0.67

)

(1.64

)

—

‌

Net

asset

value,

end

of

period

.............

$

12.25

‌

$

11.77

‌

$

11.91

‌

$

18.68

‌

$

16.78

‌

$

13.45

‌

Total

Return

(e)

Based

on

net

asset

value

.................

6.28

%

(f)

(0.25

)%

(35.47

)%

15.67

%

41.45

%

(g)

34.50

%

(f)

Ratios

to

Average

Net

Assets

(h)

Total

expen

ses

........................

3.11

%

(i)

2.53

%

1.94

%

1.66

%

2.54

%

3.36

%

(i)

(j)

Total

expenses

after

fees

waived

and/or

reimbursed

0.96

%

(i)

0.94

%

0.94

%

0.94

%

0.94

%

0.94

%

(i)

Total

expenses

after

fees

waived

and/or

reimbursed

and

excluding

interest

expense

.

..........

0.94

%

(i)

0.94

%

0.94

%

0.94

%

0.94

%

0.94

%

(i)

Net

investment

income

(loss)

..............

(0.66

)%

(c)

(i)

1.36

%

0.97

%

0.61

%

0.76

%

1.81

%

(i)

Supplemental

Data

Net

assets,

end

of

period

(000)

.............

$

7,112

‌

$

6,347

‌

$

6,326

‌

$

9,942

‌

$

8,727

‌

$

6,901

‌

Portfolio

turnover

rate

....................

85

%

139

%

168

%

164

%

214

%

128

%

(a)

Commencement

of

operations.

(b)

Based

on

average

shares

outstanding.

(c)

Includes

a

one-time

special

distribution

from

Kweichow

Moutai

Co.

Ltd.,

Class

A.

Excluding

such

special

distribution,

the

net

investment

income

would

have

been

$(0.05)

per

share

and

(0.77)%

of

average

net

assets.

(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)

Includes

payment

from

an

affiliate,

which

impacted

the

Fund's

total

return.

Excluding

the

payment

from

an

affiliate,

the

Fund's

total

return

is

40.19%.

(h)

Excludes

fees

and

expenses

incurred

indirectly

as

a

result

of

investments

in

underlying

funds.

(i)

Annualized.

(j)

Audit,

offering

and

organization

costs

were

not

annualized

in

the

calculation

of

the

expense

ratios.

If

these

expenses

were

annualized,

the

total

expenses

would

have

been

3.65%.

See

notes

to

financial

statements.

Notes

to

Financial

Statements

(unaudited)

19

Notes

to

Financial

Statements

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

China

A

Opportunities

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.

Institutional

and

Class

K

Shares

are

sold

only

to

certain

eligible

investors.

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.

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.

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

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

April

30,

2024

,

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.  

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

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.  

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.

Share

Class

Initial

Sales

Charge

CDSC

Conversion

Privilege

Institutional

Shares

...........................................

No

No

None

Class

K

Shares

.............................................

No

No

None

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

20

Other:

Expenses

directly

related

to the

Fund

or

its

classes

are

charged

to

the

Fund

or

the

applicable

class.

Expenses

directly

related

to

the

Fund

and

other

shared

expenses

prorated

to

the

Fund

are

allocated

daily

to

each

class

based

on

its

relative

net

assets

or

other

appropriate

methods.

Other

operating

expenses

shared

by

several

funds,

including

other

funds

managed

by

the

Manager,

are

prorated

among

those

funds

on

the

basis

of

relative

net

assets

or

other

appropriate

methods.  

3.

INVESTMENT

VALUATION

AND

FAIR

VALUE

MEASUREMENTS 

Investment

Valuation

Policies:

 The

Fund’s

investments

are

valued

at

fair

value

(also

referred

to

as

“market

value”

within

the

financial

statements)

each

day

that

the

Fund

is

open

for

business

and,

for

financial

reporting

purposes,

as

of

the

report

date.

U.S.

GAAP

defines

fair

value

as

the

price

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”).

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 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.

4.

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

Schedule

of

Investments.

These

contracts

may

be

transacted

on

an

exchange or

over-the-counter.

Futures

Contracts:

Futures

contracts

are

purchased

or

sold

to

gain

exposure

to,

or

manage

exposure

to,

changes

in

interest

rates

(interest

rate

risk)

and

changes

in

the

value

of

equity

securities

(equity

risk)

or

foreign

currencies

(foreign

currency

exchange

rate

risk)

.

Notes

to

Financial

Statements

(unaudited)

(continued)

21

Notes

to

Financial

Statements

Futures

contracts

are

exchange-traded agreements

between

the

Fund

and

a

counterparty

to

buy

or

sell

a

specific

quantity

of

an

underlying

instrument

at

a

specified

price

and

on

a

specified

date.

Depending

on

the

terms

of

a

contract,

it

is

settled

either

through

physical

delivery

of

the

underlying

instrument

on

the

settlement

date

or

by

payment

of

a

cash

amount

on

the

settlement

date.

Upon

entering

into

a

futures

contract,

the

Fund

is

required

to

deposit

initial

margin

with

the

broker

in

the

form

of

cash

or

securities

in

an

amount

that

varies

depending

on

a

contract’s

size

and

risk

profile.

The

initial

margin

deposit

must

then

be

maintained

at

an

established

level

over

the

life

of

the

contract.

Amounts

pledged,

which

are

considered

restricted,

are

included

in

cash

pledged

for

futures

contracts

in

the Statement

of

Assets

and

Liabilities.

Securities

deposited

as

initial

margin

are

designated

in

the

Schedule

of

Investments

and

cash

deposited,

if

any, are

shown

as

cash

pledged

for

futures

contracts

in

the

Statement

of

Assets

and

Liabilities.

Pursuant

to

the

contract,

the

Fund

agrees

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

market

value

of

the

contract

(“variation

margin”).

Variation

margin

is

recorded

as

unrealized

appreciation

(depreciation)

and,

if

any,

shown

as

variation

margin

receivable

(or

payable)

on

futures

contracts

in

the

Statement

of

Assets

and

Liabilities.

When

the

contract

is

closed,

a

realized

gain

or

loss

is

recorded

in

the

Statement

of

Operations

equal

to

the

difference

between

the

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.

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:

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

Statement

of

Operations,

is

paid

at

the

annual

rates

below.

In

addition,

the

Manager

charges

each

of

the

share

classes

an

administration

fee,

which

is

shown

as

administration —

class

specific

in

the

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

April

30,

2024,

the

Fund

paid

the

following

to

the

Manager

in

return

for

these

services,

which

are

included

in

administration —

class

specific

in

the

Statement

of

Operations:

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 April

30,

2024,

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

April

30,

2024,

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

Statement

of

Operations:

For

the

six

months ended

April

30,

2024,

the

following

table

shows

the

class

specific

transfer

agent

fees

borne

directly

by

each

share

class

of

the

Fund:

Expense

Limitations,

Waivers,

Reimbursements

and

Recoupments:

The

Manager

contractually

agreed

to

waive

its

investment

advisory

fees

by

the

amount

of

investment

advisory

fees

the

Fund

pays

to

the

Manager

indirectly

through

its

investment

in

affiliated

money

market

funds

(the

“affiliated

money

market

fund

waiver”)

through

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

April

30,

2024,

the

amount

waived

was

$60. 

Average

Daily

Net

Assets

Investment

Advisory

Fees

First

$1

billion

.........................................................................................................

0.75%

$1

billion

-

$3

billion

.....................................................................................................

0.71

Greater

than

$3

billion

...................................................................................................

0.68

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

Institutional

Class

K

Total

Administration

fees

-

class

specific

....................................................................

$

734‌

$

638‌

$

1,372‌

Institutional

Class

K

Total

Reimbursed

Amount

..............................................................................

$

159‌

$

45‌

$

204‌

Institutional

Class

K

Total

Transfer

agent

fees

-

class

specific

....................................................................

$

1,734‌

$

162‌

$

1,896‌

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

22

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

April

30,

2024,

there

were

no

fees

waived

and/or

reimbursed

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:

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

April

30,

2024,

the

Manager

waived

and/or

reimbursed

investment

advisory

fees

of

$143,142 which

is

included

in

fees

waived

and/or

reimbursed

by

the

Manager

in

the

Statement

of

Operations.

The Fund

also

had

a

waiver

of administration

fees,

which is

included

in

Administration

fees

waived

in

the

Statement

of

Operations.

For

the six

months

ended

April

30,

2024,

the

amount

was $2,915.

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

Statement

of

Operations.

For

the

six

months ended

April

30,

2024,

class

specific

expense

waivers

and/or

reimbursements are as

follows: 

With

respect

to

the

contractual

expense

limitation,

if

during

the

Fund’s

fiscal

year

the

operating

expenses

of

a

share

class,

that

at

any

time

during

the

prior

two

fiscal

years

received

a

waiver

and/or

reimbursement

from

the

Manager,

are

less

than

the

current

expense

limitation

for

that

share

class,

the

Manager

is

entitled

to

be

reimbursed

by

such

share

class

up

to

the

lesser

of:

(a)

the

amount

of

fees

waived

and/or

expenses

reimbursed

during

those

prior

two

fiscal

years

under

the

agreement

and

(b)

an

amount

not

to

exceed

either

the

current

expense

limitation

of

that

share

class

or

the

expense

limitation

of

the

share

class

in

effect

at

the

time

that

the

share

class

received

the

applicable

waiver

and/or

reimbursement,

provided

that:

(1)

the

Fund,

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

December

27,

2025,

the

repayment

arrangement

between

the

Fund

and

the

Manager

pursuant

to

which

such

Fund

may

be

required

to

repay

amounts

waived

and/or

reimbursed

under

the

Fund’s

contractual

caps

on

net

expenses will

be terminated.

As

of April

30,

2024,

the

fund

level

and

class

specific

waivers

and/or

reimbursements

subject

to

possible

future

recoupment

under

the

expense

limitation

agreement were

as

follows:  

Interfund

Lending:

In

accordance

with

an

exemptive

order

(the

“Order”)

from

the

U.S.

Securities

and

Exchange

Commission

(“SEC”),

the

Fund

may

participate

in

a

joint

lending

and

borrowing

facility

for

temporary

purposes

(the

“Interfund

Lending

Program”),

subject

to

compliance

with

the

terms

and

conditions

of

the

Order,

and

to

the

extent

permitted

by

the

Fund’s

investment

policies

and

restrictions.

The

Fund

is

currently

permitted

to

borrow

and

lend

under

the

Interfund

Lending

Program.

A

lending

BlackRock

fund

may

lend

in

aggregate

up

to

15%

of

its

net

assets

but

may

not

lend

more

than

5%

of

its

net

assets

to

any

one

borrowing

fund

through

the

Interfund

Lending

Program.

A

borrowing

BlackRock

fund

may

not

borrow

through

the

Interfund

Lending

Program

or

from

any

other

source

more

than

33

1/3%

of

its

total

assets

(or

any

lower

threshold

provided

for

by

the fund’s

investment

restrictions).

If

a

borrowing

BlackRock

fund’s

total

outstanding

borrowings

exceed

10%

of

its

total

assets,

each

of

its

outstanding

interfund

loans

will

be

subject

to

collateralization

of

at

least

102%

of

the

outstanding

principal

value

of

the

loan.

All

interfund

loans

are

for

temporary

or

emergency

purposes

and

the

interest

rate

to

be

charged

will

be

the

average

of

the

highest

current

overnight

repurchase

agreement

rate

available

to

a

lending

fund

and

the

bank

loan

rate,

as

calculated

according

to

a

formula

established

by

the

Board. 

During the

period

ended

April

30,

2024,

the

Fund

did

not

participate

in

the

Interfund

Lending

Program.

Institutional

Class

K

Expense

Limitations

..................................................................................

0.99‌%

0.94‌%

Share

Class

Administration

Fees

Waived

by

the

Manager

-

Class

Specific

Transfer

Agent

Fees

Waived

and/or

Reimbursed

by

the

Manager

-

Class

Specific

Institutional

....................................................................................

$

499‌

$

166‌

Class

K

......................................................................................

638‌

162‌

$

1,137‌

$

328‌

Expiring

October

31,

Fund

Level/Share

Class

2024

2025

2026

Fund

Level

.....................................................................

$

267,062‌

$

314,742‌

$

146,057‌

Institutional

.....................................................................

7,001‌

5,015‌

665‌

Class

K

.......................................................................

2,589‌

1,715‌

800‌

Notes

to

Financial

Statements

(unaudited)

(continued)

23

Notes

to

Financial

Statements

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 

Funds’

Chief

Compliance

Officer,

which

is

included

in

Trustees and

Officer

in

the

Statement

of

Operations. 

6.

PURCHASES

AND

SALES 

For

the six

months

ended

April

30,

2024,

purchases

and

sales

of

investments,

excluding

short-term

securities,

were $11,667,899

and

$12,086,328,

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

April

30,

2024,

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

October

31,

2023, the Fund

had

non-expiring

capital

loss

carryforwards

available

to

offset

future

realized

capital

gains of

$(1,332,812). 

As

of

April

30,

2024, 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: 

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,

$2.40

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

2025

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

April

30,

2024,

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. 

Market

Risk:

The

Fund

invests

in

A-shares

(i.e.,

equity

securities

of

companies

based

in

the

People’s

Republic

of

China

(“China”

or

“PRC”)

that

trade

on

the

Shanghai

Stock

Exchange

and

Shenzhen

Stock

Exchange)

primarily

through

the

Shanghai-Hong

Kong

Stock

Connect

program

or

the

Shenzhen-Hong

Kong

Stock

Connect

program

(together,

“Stock

Connect”).

Investing

in

A-shares

through

Stock

Connect

is

subject

to

trading,

clearance

and

settlement

procedures,

which

could

pose

risks

to

the

Fund.

Trading

through

Stock

Connect

is

subject

to

a

daily

quota,

which

limits

the

maximum

net

purchases

under

Stock

Connect

each

day.

The

daily

quota

may

restrict

the

Fund’s

ability

to

invest

in

A-shares

on

a

timely

basis

and

could

affect

the

Fund’s

ability

to

effectively

pursue

its

investment

strategy.

Additionally,

the

Fund

may

be

subject

to

the

risk

of

price

fluctuations

on

days

when

the

Chinese

markets

are

open,

but

Stock

Connect

is

not

trading.

The

A-shares

market

has

a

higher

propensity

for

trading

suspensions

than

many

other

global

equity

markets. 

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

Fund

Name

Tax

Cost

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

BlackRock

China

A

Opportunities

Fund

...................................

$

13,790,464‌

$

1,610,805‌

$

(648,238‌)

$

962,567‌

Notes

to

Financial

Statements

(unaudited)

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

24

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. 

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

Fund

since

the

exchange

or

clearinghouse,

as

counterparty

to

such

instruments,

guarantees

against

a

possible

default.

The

clearinghouse

stands

between

the

buyer

and

the

seller

of

the

contract;

therefore,

credit

risk

is

limited

to

failure

of

the

clearinghouse.

While

offset

rights

may

exist

under

applicable

law, the

Fund

does

not

have

a

contractual

right

of

offset

against

a

clearing

broker

or

clearinghouse

in

the

event

of

a

default

(including

the

bankruptcy

or

insolvency).

Additionally,

credit

risk

exists

in exchange-traded

futures with

respect

to

initial

and

variation

margin

that

is

held

in

a

clearing

broker’s

customer

accounts.

While

clearing

brokers

are

required

to

segregate

customer

margin

from

their

own

assets,

in

the

event

that

a

clearing

broker

becomes

insolvent

or

goes

into

bankruptcy

and

at

that

time

there

is

a

shortfall

in

the

aggregate

amount

of

margin

held

by

the

clearing

broker

for

all

its

clients,

typically

the

shortfall

would

be

allocated

on

a

pro

rata

basis

across

all

the

clearing

broker’s

customers,

potentially

resulting

in

losses

to

the

Fund. 

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

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

their

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. 

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

Asia

or

with

significant

exposure

to

Asian

issuers

or

countries.

The

Asian

financial

markets

have

recently

experienced

volatility

and

adverse

trends

due

to

concerns

in

several

Asian

countries

regarding

monetary

policy,

government

intervention

in

the

markets,

rising

government

debt

levels

or

economic

downturns.

These

events

may

spread

to

other

countries

in

Asia

and

may

affect

the

value

and

liquidity

of

certain

of

the

Fund's

investments. 

The

Fund

invests

a

significant

portion

of

its

assets

in

securities

of

issuers

located

in

China

or

with

significant

exposure

to

Chinese

issuers. Investments

in

Chinese

securities,

including

certain

Hong

Kong-listed

securities,

involve

risks

specific

to

China.

China

may

be

subject

to

considerable

degrees

of

economic,

political

and

social

instability

and

demonstrates

significantly

higher

volatility

from

time

to

time

in

comparison

to

developed

markets.

Chinese

markets

generally

continue

to

experience

inefficiency,

volatility

and

pricing

anomalies

resulting

from

governmental

influence,

a

lack

of

publicly

available

information

and/or

political

and

social

instability.

Internal

social

unrest

or

confrontations

with

other

neighboring

countries

may

disrupt

economic

development

in

China

and

result

in

a

greater

risk

of

currency

fluctuations,

currency

non-convertibility,

interest

rate

fluctuations

and

higher

rates

of

inflation.

Incidents

involving

China’s

or

the

region’s

security

may

cause

uncertainty

in

Chinese

markets

and

may

adversely

affect

the

Chinese

economy

and

the

Fund’s

investments.

Reduction

in

spending

on

Chinese

products

and

services,

supply

chain

diversification,

institution

of

tariffs,

sanctions

or

other

trade

barriers,

or

a

downturn

in

any

of

the

economies

of

China’s

key

trading

partners

may

have

an

adverse

impact

on

the

Chinese

economy. In

addition,

measures

may

be

taken

to

limit

the

flow

of

capital

and/or

sanctions

may

be

imposed,

which

could

prohibit

or

restrict

the

ability

to

own

or

transfer

fund

assets

and

may

also

include

retaliatory

actions,

such

as

seizure

of

fund

assets.

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

(unaudited)

(continued)

25

Notes

to

Financial

Statements

10.

CAPITAL

SHARE

TRANSACTIONS 

Transactions

in

capital

shares

for

each

class

were

as

follows:

As

of

April

30,

2024,

shares

owned

by

BlackRock

Financial

Management,

Inc.,

an

affiliate

of

the

Fund,

were

as

follows:

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.

Six

Months

Ended

04/30/24

Year

Ended

10/31/23

Fund

Name/Share

Class

Shares

Amount

Shares

Amount

BlackRock

China

A

Opportunities

Fund

Institutional

Shares

sold

.............................................

9,819‌

$

111,464‌

320,350‌

$

4,411,049‌

Shares

issued

in

reinvestment

of

distributions

........................

2,923‌

33,346‌

5,355‌

73,952‌

Shares

redeemed

.........................................

(52,130‌)

(596,524‌)

(700,418‌)

(9,150,412‌)

(39,388‌)

$

(451,714‌)

(374,713‌)

$

(4,665,411‌)

Class

K

Shares

sold

.............................................

42,848‌

$

493,683‌

13,556‌

$

176,280‌

Shares

issued

in

reinvestment

of

distributions

........................

836‌

9,532‌

368‌

5,076‌

Shares

redeemed

.........................................

(2,373‌)

(28,270‌)

(5,965‌)

(76,887‌)

41,311‌

$

474,945‌

7,959‌

$

104,469‌

1,923‌

$

23,231‌

(366,754‌)

$

(4,560,942‌)

Institutional

.......................................................................................................

500,000‌

Class

K

.........................................................................................................

500,000‌

Statement

Regarding

Liquidity

Risk

Management

Program

2024

BlackRock

Semi-Annual

Report

to

Shareholders

26

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

China

A

Opportunities

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

14-15,

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

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.

Additional

Information

27

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)

537-4942.

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)

537-4942

;

(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) 

537-4942

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.

Additional

Information

(continued)

2024

BlackRock

Semi-Annual

Report

to

Shareholders

28

BlackRock

Privacy

Principles

BlackRock

is

committed

to

maintaining

the

privacy

of

its

current

and

former

fund

investors

and

individual

clients

(collectively,

“Clients”)

and

to

safeguarding

their

non-public

personal

information.

The

following

information

is

provided

to

help

you

understand

what

personal

information

BlackRock

collects,

how

we

protect

that

information

and

why

in

certain

cases

we

share

such

information

with

select

parties.

If

you

are

located

in

a

jurisdiction

where

specific

laws,

rules

or

regulations

require

BlackRock

to

provide

you

with

additional

or

different

privacy-related

rights

beyond

what

is

set

forth

below,

then

BlackRock

will

comply

with

those

specific

laws,

rules

or

regulations.

BlackRock

obtains

or

verifies

personal

non-public

information

from

and

about

you

from

different

sources,

including

the

following:

(i)

information

we

receive

from

you

or,

if

applicable,

your

financial

intermediary,

on

applications,

forms

or

other

documents;

(ii)

information

about

your

transactions

with

us,

our

affiliates,

or

others;

(iii)

information

we

receive

from

a

consumer

reporting

agency;

and

(iv)

from

visits

to

our

websites.

BlackRock

does

not

sell

or

disclose

to

non-affiliated

third

parties

any

non-public

personal

information

about

its

Clients,

except

as

permitted

by

law

or

as

is

necessary

to

respond

to

regulatory

requests

or

to

service

Client

accounts.

These

non-affiliated

third

parties

are

required

to

protect

the

confidentiality

and

security

of

this

information

and

to

use

it

only

for

its

intended

purpose.

We

may

share

information

with

our

affiliates

to

service

your

account

or

to

provide

you

with

information

about

other

BlackRock

products

or

services

that

may

be

of

interest

to

you.

In

addition,

BlackRock

restricts

access

to

non-public

personal

information

about

its

Clients

to

those

BlackRock

employees

with

a

legitimate

business

need

for

the

information.

BlackRock

maintains

physical,

electronic

and

procedural

safeguards

that

are

designed

to

protect

the

non-public

personal

information

of

its

Clients,

including

procedures

relating

to

the

proper

storage

and

disposal

of

such

information.

Fund

and

Service

Providers

Investment

Adviser

and

Administrator

BlackRock

Advisors,

LLC

Wilmington,

DE

19809

Accounting

Agent

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Transfer

Agent

BNY

Mellon

Investment

Servicing

(US)

Inc.

Wilmington,

DE

19809

Custodian

JPMorgan

Chase

Bank,

N.A.

New

York,

NY

10179

Independent

Registered

Public

Accounting

Firm

Deloitte

&

Touche

LLP

Boston,

MA

02116

Distributor

BlackRock

Investments,

LLC

New

York,

NY

10001

Legal

Counsel

Sidley

Austin

LLP

New

York,

NY

10019

Address

of

the

Trust

100

Bellevue

Parkway

Wilmington,

DE

19809

Glossary

of

Terms

Used

in

this

Report

29

Glossary

of

Terms

Used

in

this

Report

Portfolio

Abbreviation

JSC

Joint

Stock

Company

Want

to

know

more?

blackrock.com

|

800-537-4942

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.

CHINA-04/24-SAR

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

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

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

Item 5 –  Audit Committee of Listed Registrant – Not Applicable

Item 6 – Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(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) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the Registrant’s securities are listed – Not Applicable

              (a)(3) Section 302 Certifications are attached

<<section302>>

(a)(4) Any written solicitation to purchase securities under Rule 23c-1 –

Not Applicable

(a)(5) Change in Registrant’s independent public accountant –

Not Applicable

(b) Section 906 Certifications are attached

<<section906>>

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 Funds

^SM

Date: June 21, 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 Funds

^SM

Date: June 21, 2024

By:     /s/ Trent Walker

          Trent Walker

Chief Financial Officer (principal financial officer) of

BlackRock Funds

^SM

Date: June 21, 2024