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: 811-22061

Name of Fund:  BlackRock Funds II

BlackRock Dynamic High Income Portfolio

BlackRock Global Dividend Portfolio

BlackRock Multi-Asset Income Portfolio

Fund Address:    100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service:  John M. Perlowski, Chief Executive Officer, BlackRock Funds II, 55 East

  52^nd Street, New York, NY 10055

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

Date of fiscal year end: 07/31/2015

Date of reporting period: 07/31/2015

Item 1 – Report to Stockholders

JULY 31, 2015        

  ANNUAL REPORT BLACKROCK^®

BlackRock Global Dividend Portfolio  of BlackRock Funds II

Not FDIC Insured ¡ May Lose Value ¡ No Bank Guarantee

Table of Contents

	Page
The Markets in Review	3
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	6
Financial Statements:
Schedule of Investments	7
Statement of Assets and Liabilities	10
Statement of Operations	11
Statements of Changes in Net Assets	12
Financial Highlights	13
Notes to Financial Statements	16
Report of Independent Registered Public Accounting Firm	24
Important Tax Information	24
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement	25
Officers and Trustees	29
Additional Information	33

    Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are also available on BlackRock’s website.   TO ENROLL IN ELECTRONIC DELIVERY:   Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages: Please contact your financial advisor. Please note that not all Investment advisors, banks or brokerages may offer this service.   Shareholders Who Hold Accounts Directly with BlackRock: 1. Access the BlackRock website at blackrock.com 2. Select “Access Your Account” 3. Next, select “eDelivery” in the “Related Resources” box and follow the sign-up     instructions

2 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

The Markets in Review

Dear Shareholder,

Diverging monetary policies and shifting economic outlooks between regions were the broader themes underlying market conditions during the 12-month period ended July 31, 2015. The period began with investors caught between the forces of low interest rates and an improving U.S. economy, high asset valuations, oil price instability and lingering geopolitical risks in Ukraine and the Middle East. As U.S. growth picked up considerably in the fourth quarter of 2014, the broader global economy showed signs of slowing. Investors favored the stability of U.S. assets despite uncertainty as to when the Federal Reserve (the “Fed”) would raise short-term interest rates. International markets continued to struggle even as the European Central Bank and the Bank of Japan eased monetary policy. Oil prices plummeted in late 2014 due to a global supply-and-demand imbalance, sparking a sell-off in energy-related assets and putting stress on emerging markets. Fixed income investors piled into U.S. Treasuries as their persistently low yields had become attractive as compared to the even lower yields on international sovereign debt.

Equity markets reversed in early 2015, with international markets outperforming the United States as global risks abated. Investors had held high expectations for the U.S. economy, but a harsh winter and west coast port strike brought disappointing first-quarter data and high valuations took their toll on U.S. stocks, while bond yields fell to extreme lows. (Bond prices rise as yields fall.) In contrast, economic reports in Europe and Asia easily beat investors’ very low expectations, and accommodative policies from central banks in those regions helped international equities rebound. Oil prices stabilized, providing some relief for emerging market stocks, although a stronger U.S. dollar continued to be a headwind for the asset class.

U.S. economic data regained momentum in the second quarter, helping U.S. stocks resume an upward path, although meaningful strength in the labor market underscored the likelihood that the Fed would raise short-term rates before the end of 2015 and bond yields moved swiftly higher. The month of June brought a sharp, but temporary, sell-off across most asset classes as Greece’s long-brewing debt troubles came to an impasse and investors feared the consequences should Greece leave the eurozone. Adding to global worries was a massive correction in Chinese equity prices despite policymakers’ attempts to stabilize the market. As these concerns abated in the later part of July, developed markets rebounded with the help of solid corporate earnings. Emerging markets, however, continued to slide as Chinese equities remained highly volatile and growth estimates for many emerging economies were revised lower. Bond markets moved back into positive territory as softer estimates for global growth and the return of falling commodity prices caused yields to move lower.

At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to move freely as market conditions change over time. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of July 31, 2015
	6-month			12-month
U.S large cap equities (S&P 500® Index)		6.55	%		11.21	%
U.S. small cap equities (Russell 2000® Index)		6.98			12.03
International equities (MSCI Europe, Australasia, Far East Index)		7.19			(0.28	)
Emerging market equities (MSCI Emerging Markets Index)		(4.76	)		(13.38	)
3-month Treasury bill (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)		0.00			0.01
U.S. Treasury securities (BofA Merrill Lynch 10- Year U.S. Treasury Index)		(3.64	)		5.32
U.S. investment-grade bonds (Barclays U.S. Aggregate Bond Index)		(1.47	)		2.82
Tax-exempt municipal bonds (S&P Municipal Bond Index)		(0.97	)		3.50
U.S. high yield bonds (Barclays U.S. Corporate High Yield 2% Issuer Capped Index)		1.27			0.37
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Fund Summary as of July 31, 2015

Investment Objective

BlackRock Global Dividend Portfolio’s (the “Fund”) investment objective is to seek to provide a level of current income that exceeds the average yield on global stocks generally. Additionally, the Fund seeks to provide long-term capital appreciation.

Portfolio Management Commentary

How did the Fund perform?

• For the 12-month period ended July 31, 2015, the Fund’s Institutional and Investor A Shares outperformed its performance benchmark, the MSCI All Country World Index, while Investor C Shares underperformed the benchmark.

What factors influenced performance?

• The Fund is not managed in accordance with the benchmark index and therefore can vary significantly in terms of positioning and performance. The largest absolute contributors to the Fund’s performance were consumer staples stocks Imperial Tobacco Group PLC (U.K.), Altria Group Inc., Reynolds American, Inc., and Kraft Foods Group, Inc. Tobacco-related stocks benefited from industry consolidation over the period, as well as the relative stability of their earnings and consistent dividend growth. From a sector standpoint, stock selection within consumer staples made the largest contribution to the Fund’s performance.

• Conversely, the largest detractors from the Fund’s performance were toy manufacturer Mattel, Inc. along with integrated oil & gas stocks Royal Dutch Shell PLC (Netherlands), Chevron and Eni SpA (Italy). Mattel, Inc. underperformed as the market was disappointed by quarterly results, while the energy stocks were impacted by the dramatic drop in oil prices.

Describe recent portfolio activity.

• During the period, the Fund established positions in health care companies AstraZeneca PLC (U.K.) and AbbVie Inc. It sold its position in Merck

& Co., Inc. and reduced its positions in GlaxoSmithKline PLC (U.K.), Pfizer Inc., and Novartis AG (Switzerland). The Fund made these moves in an effort to re-allocate capital away from lower growth companies, in favor of health care stocks with greater growth potential.

• The Fund also initiated positions in regional bank M&T Bank Corp. while selling its position in Italian integrated oil & gas company Eni SpA. The purchase of M&T Bank Corp. took advantage of attractive valuations for the bank’s large deposit franchise, pricing power, and revenue visibility, while Eni SpA faced lower oil prices and a risk of cutting its dividend.

• Later in the period, tax preparation company H&R Block was added to the portfolio, while Kraft Foods Group was sold. Capital was trimmed from the position in pharmaceutical company Roche Holding AG, and capital was added to Mattel on weakness in the share price.

Describe portfolio positioning at period end.

• Given the modest global growth environment, the Fund continued to invest in high-quality, dividend-paying companies with sustainable business models, strong financial positions, above-average dividend yields, and compelling dividend growth rates. At the end of the period, the Fund had the largest absolute positions in the consumer staples and health care sectors, specifically in the pharmaceuticals and tobacco industries, while it had no positions in the utilities sector and low absolute weightings in both energy and materials.

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

Portfolio Information

Ten Largest Holdings Percent of
Long-Term Investments

Imperial Tobacco Group PLC	4	%
The Coca-Cola Co.	3
McDonald’s Corp.	3
AstraZeneca PLC	3
Johnson & Johnson	3
Altria Group, Inc.	3
British American Tobacco PLC	3
Novartis AG, Registered Shares	3
Philip Morris International, Inc.	3
Nestlé SA, Registered Shares	3

Geographic Allocation Percent of
Long-Term Investments

United States	47	%
United Kingdom	18
Switzerland	10
Canada	5
France	4
Japan	2
Sweden	2
Singapore	2
Germany	2
Belgium	2
Other1	6

¹  Includes holdings within countries that are 1% or less of long-term investments.

Please refer to the Schedule of Investments for such countries.

4 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Total Return Based on a $10,000 Investment

¹  Assuming maximum sales charges, if any, transaction costs and other operating expenses, including investment advisory fees and administration fees, if any. Institutional Shares do not have a sales charge.

²  Under normal circumstances, the Fund will invest at least 80% of its net assets in dividend-paying equity securities and at least 40% of its assets outside of the U.S. (unless market conditions are not deemed favorable by Fund management, in which case the Fund would invest at least 30% of its assets outside of the U.S.). The Fund’s total returns prior to November 1, 2010 are the returns of the Fund when it followed different investment strategies under the name BlackRock Income Builder Portfolio.

³  A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI All Country World Index consists of 46 country indexes comprising 23 developed and 23 emerging market country indexes.

⁴  Commencement of operations.

Performance Summary for the Period Ended July 31, 2015
				Average Annual Total Returns5
				1 Year						5 Years						Since Inception6
	6-Month Total Returns			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge
Institutional		4.99	%		3.38	%		N/A			10.27	%		N/A			6.11	%		N/A
Investor A		4.78			3.09			(2.33	)%		9.97			8.79	%		5.83			5.05	%
Investor C		4.51			2.32			1.34			9.18			9.18			5.05			5.05
MSCI All Country World Index		5.20			2.83			N/A			10.38			N/A			3.86			N/A

⁵  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees.

⁶  The Fund commenced operations on April 7, 2008.

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

Past performance is not indicative of future results.

Expense Example
	Actual			Hypothetical8
	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the  Period7	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the  Period7	Annualized Expense Ratio
Institutional	$1,000.00	$1,049.90	$3.81	$1,000.00	$1,021.08	$3.76	0.75%
Investor A	$1,000.00	$1,047.80	$5.13	$1,000.00	$1,019.79	$5.06	1.01%
Investor C	$1,000.00	$1,045.10	$8.92	$1,000.00	$1,016.07	$8.80	1.76%

⁷  For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period shown). The fees and expenses of the underlying funds in which the Fund invests are not included in the Fund’s annualized expense ratio.

⁸  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

See “Disclosure of Expenses” on page 6 for further information on how expenses were calculated.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 5

About Fund Performance

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

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

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

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month end. Performance results do not reflect the deduction of taxes that a shareholder

would pay on fund distributions or the redemption of fund shares. Figures shown in the performance table on the previous page assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor, has contractually agreed to waive and/or reimburse a portion of the Fund’s expenses. Without such waiver and/or reimbursement, the Fund’s performance would have been lower. The Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See Note 5 of the Notes to Financial Statements for additional information on waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses and other Fund expenses. The expense example on the previous page (which is based on a hypothetical investment of $1,000 invested on February 1, 2015 and held through July 31, 2015) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”

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

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

6 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Schedule of Investments July 31, 2015 (Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Belgium — 1.6%
Anheuser-Busch InBev NV		316,118	$	37,770,295
Brazil — 1.2%
CCR SA		2,656,583		11,808,932
Souza Cruz SA		2,271,586		16,088,424
				27,897,356
Canada — 4.5%
National Bank of Canada		531,591		18,591,560
Rogers Communications, Inc., Class B		1,347,468		47,249,212
TELUS Corp.		1,243,972		42,469,205
				108,309,977
Denmark — 1.0%
Novo Nordisk A/S, Class B		393,977		23,251,138
Finland — 1.0%
Kone OYJ, Class B		588,051		24,678,432
France — 3.4%
Eutelsat Communications SA		758,702		23,122,521
Sanofi SA		542,895		58,519,191
				81,641,712
Germany — 2.1%
Deutsche Post AG, Registered Shares		1,640,054		49,571,076
Hong Kong — 0.7%
Sands China Ltd.		3,752,000		16,558,613
Japan — 2.3%
Japan Tobacco, Inc.		1,407,000		54,615,036
Netherlands — 1.3%
Royal Dutch Shell PLC, B Shares		1,076,028		31,156,374
Singapore — 2.1%
DBS Group Holdings Ltd.		2,159,700		31,795,584
Singapore Telecommunications Ltd.		6,304,100		18,827,976
				50,623,560
Sweden — 2.2%
Atlas Copco AB, A Shares		666,563		18,229,836
Hennes & Mauritz AB, B Shares		484,252		19,267,081
Svenska Handelsbanken AB, A Shares		971,091		14,861,880
				52,358,797
Switzerland — 10.1%
Givaudan SA, Registered Shares		17,556		32,656,744
Nestlé SA, Registered Shares		818,804		61,942,590
Novartis AG, Registered Shares		630,989		65,474,079
Roche Holding AG		118,145		34,134,781
SGS SA, Registered Shares		9,227		17,601,134
Syngenta AG, Registered Shares		66,533		27,409,654
				239,218,982
Taiwan — 1.3%
Far EasTone Telecommunications Co. Ltd.		12,744,500		29,831,289
United Kingdom — 17.0%
AstraZeneca PLC		1,108,934		74,862,341
British American Tobacco PLC		1,144,149		67,934,857
Diageo PLC		1,928,489		54,060,699
GlaxoSmithKline PLC		1,601,512		34,808,723
HSBC Holdings PLC		2,479,200		22,326,757
Imperial Tobacco Group PLC		1,690,950		88,734,989

Common Stocks	Shares		Value
United Kingdom (concluded)
Lloyds Banking Group PLC		18,051,475	$	23,506,722
Unilever PLC		843,740		38,271,936
				404,507,024
United States — 45.4%
AbbVie, Inc.		448,555		31,403,336
Altria Group, Inc.		1,257,233		68,368,331
Chevron Corp.		381,538		33,758,482
Citizens Financial Group, Inc.		1,172,869		30,576,695
The Coca-Cola Co.		1,947,092		79,986,539
General Electric Co.		1,459,780		38,100,258
Genuine Parts Co.		593,087		52,755,089
H&R Block, Inc.		1,283,734		42,735,505
International Paper Co.		349,543		16,732,623
Johnson & Johnson		729,017		73,054,794
Linear Technology Corp.		450,733		18,480,053
M&T Bank Corp.		254,658		33,398,397
Mattel, Inc.		2,244,961		52,105,545
McDonald’s Corp.		779,062		77,797,131
Microsoft Corp.		1,285,877		60,050,456
Northrop Grumman Corp.		59,833		10,351,707
PepsiCo, Inc.		366,317		35,294,643
Pfizer, Inc.		1,191,115		42,951,607
Philip Morris International, Inc.		741,104		63,386,625
Reynolds American, Inc.		585,118		50,197,273
U.S. Bancorp		780,683		35,294,678
United Parcel Service, Inc., Class B		389,814		39,901,361
United Technologies Corp.		259,020		25,982,296
Verizon Communications, Inc.		696,852		32,605,705
Verizon Communications, Inc.		236,967		11,144,558
Wells Fargo & Co.		412,435		23,867,613
				1,080,281,300
Total Long-Term Investments (Cost — $2,005,997,502) — 97.2%				2,312,270,961
Short-Term Securities
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.08% (a)(b)		72,786,122		72,786,122
Total Short-Term Securities (Cost — $72,786,122) — 3.0%				72,786,122
Total Investments (Cost — $2,078,783,624) — 100.2%				2,385,057,083
Liabilities in Excess of Other Assets — (0.2)%				(5,593,895	)
Net Assets — 100.0%			$	2,379,463,188

See Notes to Financial Statements.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 7

Schedule of Investments (continued)

      Notes to Schedule of Investments

(a) During the year ended July 31, 2015, investments in issuers considered to be an affiliate of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares Held at July 31, 2014		Net Activity			Shares Held at July 31, 2015		Income		Realized Gain
BlackRock Liquidity Funds, TempFund, Institutional Class		74,601,352		(1,815,230	)		72,786,122	$	33,793	$	2,651

(b) Represents the current yield as of report date.

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

      Fair Value Hierarchy as of July 31, 2015

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

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:

	Level 1		Level 2		Level 3	Total
Assets:
Investments:
Long-Term Investments:
Common Stocks:
Belgium		—	$	37,770,295	—	$	37,770,295
Brazil	$	27,897,356		—	—		27,897,356
Canada		108,309,977		—	—		108,309,977
Denmark		—		23,251,138	—		23,251,138
Finland		—		24,678,432	—		24,678,432
France		23,122,521		58,519,191	—		81,641,712
Germany		—		49,571,076	—		49,571,076
Hong Kong		—		16,558,613	—		16,558,613
Japan		—		54,615,036	—		54,615,036
Netherlands		—		31,156,374	—		31,156,374
Singapore		—		50,623,560	—		50,623,560
Sweden		—		52,358,797	—		52,358,797
Switzerland		—		239,218,982	—		239,218,982
Taiwan		29,831,289		—	—		29,831,289
United Kingdom		—		404,507,024	—		404,507,024
United States		1,080,281,300		—	—		1,080,281,300
Short-Term Securities		72,786,122		—	—		72,786,122
Total	$	1,342,228,565	$	1,042,828,518	—	$	2,385,057,083

See Notes to Financial Statements.

8 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Schedule of Investments (concluded)

Transfers between Level 1 and Level 2 were as follows:

	Transfers into Level 11		Transfers out of Level 12			Transfers into Level 22		Transfers out of Level 21
Assets:
Long-Term Investments:
Common Stocks:
France	$	38,727,511	$	(69,718,721	)	$	69,718,721	$	(38,727,511	)
Japan		—		(57,235,178	)		57,235,178		—
Netherlands		—		(52,497,579	)		52,497,579		—
Sweden		—		(34,306,619	)		34,306,619		—
Switzerland		—		(129,713,998	)		129,713,998		—
Taiwan		21,744,221		—			—		(21,744,221	)
United Kingdom		—		(188,813,204	)		188,813,204		—
Total	$	60,471,732	$	(532,285,299	)	$	532,285,299	$	(60,471,732	)
1    Systematic Fair Value Prices were not utilized at period end for these investments.
2    External pricing service used to reflect any significant market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

See Notes to Financial Statements.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 9

Statement of Assets and Liabilities

July 31, 2015
Assets
Investments at value — unaffiliated (cost — $2,005,997,502)	$	2,312,270,961
Investments at value — affiliated (cost — $72,786,122)		72,786,122
Receivables:
Capital shares sold		3,121,320
Dividends		5,582,610
Prepaid expenses		72,566
Total assets		2,393,833,579
Liabilities
Payables:
Investments purchased		7,914,088
Capital shares redeemed		4,060,966
Investment advisory fees		1,105,967
Service and distribution fees		489,387
Officer’s and Trustees’ fees		7,287
Other accrued expenses		655,041
Other affiliates		137,655
Total liabilities		14,370,391
Net Assets	$	2,379,463,188
Net Assets Consist of
Paid-in capital	$	2,040,581,780
Undistributed net investment income		1,410,608
Undistributed net realized gain		31,274,338
Net unrealized appreciation (depreciation)		306,196,462
Net Assets	$	2,379,463,188
Net Asset Value
Institutional — Based on net assets of $1,313,696,744 and 108,371,351 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	12.12
Investor A — Based on net assets of $648,590,456 and 53,670,341 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	12.08
Investor C — Based on net assets of $417,175,988 and 34,713,450 shares outstanding, unlimited number of shares authorized, $0.001 par value	$	12.02

See Notes to Financial Statements.

10 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Statement of Operations

Year Ended July 31, 2015
Investment Income
Dividends — unaffiliated	$	80,519,209
Dividends — affiliated		33,793
Other income — affiliated		146
Foreign taxes withheld		(3,960,719	)
Total income		76,592,429
Expenses
Investment advisory		13,095,266
Transfer agent — Institutional		814,000
Transfer agent — Investor A		574,493
Transfer agent — Investor C		358,523
Service — Investor A		1,661,642
Service and distribution — Investor C		4,225,731
Administration		1,115,727
Administration — Institutional		229,239
Administration — Investor A		139,642
Administration — Investor C		93,419
Accounting services		302,155
Registration		206,217
Custodian		187,834
Professional		153,118
Printing		63,175
Officer and Trustees		49,757
Miscellaneous		24,635
Total expenses		23,294,573
Less fees waived by the Manager		(34,906	)
Total expenses after fees waived		23,259,667
Net investment income		53,332,762
Realized and Unrealized Gain (Loss)
Net realized gain from:
Investments		57,173,028
Capital gain distributions received from affiliated investment companies		2,651
Foreign currency transactions		164,454
		57,340,133
Net change in unrealized appreciation (depreciation) on:
Investments		(42,977,334	)
Foreign currency translations		(58,905	)
		(43,036,239	)
Net realized and unrealized gain		14,303,894
Net Increase in Net Assets Resulting from Operations	$	67,636,656

See Notes to Financial Statements.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 11

Statements of Changes in Net Assets

	Year Ended July 31,
Increase (Decrease) in Net Assets:	2015			2014
Operations
Net investment income	$	53,332,762		$	63,540,541
Net realized gain		57,340,133			26,897,154
Net change in unrealized appreciation (depreciation)		(43,036,239	)		122,067,700
Net increase in net assets resulting from operations		67,636,656			212,505,395
Distributions to Shareholders From1
Net investment income:
Institutional		(32,074,560	)		(33,790,280	)
Investor A		(15,519,791	)		(21,372,700	)
Investor C		(6,851,224	)		(9,642,259	)
Net realized gain:
Institutional		(21,345,661	)		—
Investor A		(11,065,008	)		—
Investor C		(7,115,559	)		—
Decrease in net assets resulting from distributions to shareholders		(93,971,803	)		(64,805,239	)
Capital Share Transactions
Net increase in net assets derived from capital share transactions		156,008,642			385,469,686
Net Assets
Total increase in net assets		129,673,495			533,169,842
Beginning of year		2,249,789,693			1,716,619,851
End of year	$	2,379,463,188		$	2,249,789,693
Undistributed net investment income, end of year	$	1,410,608		$	2,356,362

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

See Notes to Financial Statements.

12 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Financial Highlights

	Institutional
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	12.25		$	11.33		$	10.13		$	9.79		$	8.69
Net investment income1		0.31			0.41			0.31			0.32			0.36
Net realized and unrealized gain		0.08			0.92			1.18			0.29			0.97
Net increase from investment operations		0.39			1.33			1.49			0.61			1.33
Distributions from:2
Net investment income		(0.32	)		(0.41	)		(0.29	)		(0.27	)		(0.23	)
Net realized gain		(0.20	)		—			—			(0.00	)3		—
Total distributions		(0.52	)		(0.41	)		(0.29	)		(0.27	)		(0.23	)
Net asset value, end of year	$	12.12		$	12.25		$	11.33		$	10.13		$	9.79
Total Return4
Based on net asset value		3.38	%		11.83	%		14.81	%		6.33	%		15.41	%
Ratios to Average Net Assets
Total expenses		0.75	%		0.75	%		0.81	%		0.86	%		0.99	%5
Total expenses excluding recoupment of past waived and/or reimbursed fees		0.75	%		0.75	%		0.81	%		0.85	%		0.99	%5
Total expenses after fees waived and/or reimbursed		0.74	%		0.75	%		0.80	%		0.86	%		0.89	%5
Net investment income		2.57	%		3.42	%		2.83	%		3.25	%		3.65	%5
Supplemental Data
Net assets, end of year (000)	$	1,313,697		$	1,112,027		$	812,277		$	492,113		$	154,543
Portfolio turnover rate		34	%		14	%		18	%		24	%		14	%

¹  Based on average shares outstanding.

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

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

⁴  Where applicable, assumes the reinvestment of distributions.

⁵  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	—	—	—	—	0.01%

See Notes to Financial Statements.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 13

Financial Highlights (continued)

	Investor A
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	12.21		$	11.30		$	10.10		$	9.77		$	8.68
Net investment income1		0.28			0.38			0.27			0.28			0.33
Net realized and unrealized gain		0.08			0.91			1.19			0.30			0.98
Net increase from investment operations		0.36			1.29			1.46			0.58			1.31
Distributions from:2
Net investment income		(0.29	)		(0.38	)		(0.26	)		(0.25	)		(0.22	)
Net realized gain		(0.20	)		—			—			(0.00	)3		—
Total distributions		(0.49	)		(0.38	)		(0.26	)		(0.25	)		(0.22	)
Net asset value, end of year	$	12.08		$	12.21		$	11.30		$	10.10		$	9.77
Total Return4
Based on net asset value		3.09	%		11.48	%		14.58	%		6.00	%		15.14	%
Ratios to Average Net Assets
Total expenses		1.02	%		1.03	%		1.06	%		1.11	%		1.23	%5
Total expenses excluding recoupment of past waived and/or reimbursed fees		1.02	%		1.03	%		1.06	%		1.10	%		1.23	%5
Total expenses after fees waived and/or reimbursed		1.02	%		1.03	%		1.06	%		1.11	%		1.14	%5
Net investment income		2.32	%		3.14	%		2.54	%		2.93	%		3.38	%5
Supplemental Data
Net assets, end of year (000)	$	648,590		$	712,945		$	572,796		$	383,912		$	178,933
Portfolio turnover rate		34	%		14	%		18	%		24	%		14	%

¹  Based on average shares outstanding.

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

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

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	—	—	—	—		0.01	%

See Notes to Financial Statements.

14 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Financial Highlights (concluded)

	Investor C
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	12.15		$	11.24		$	10.06		$	9.74		$	8.67
Net investment income1		0.19			0.29			0.19			0.21			0.26
Net realized and unrealized gain		0.08			0.91			1.17			0.30			0.98
Net increase from investment operations		0.27			1.20			1.36			0.51			1.24
Distributions from:2
Net investment income		(0.20	)		(0.29	)		(0.18	)		(0.19	)		(0.17	)
Net realized gain		(0.20	)		—			—			(0.00	)3		—
Total distributions		(0.40	)		(0.29	)		(0.18	)		(0.19	)		(0.17	)
Net asset value, end of year	$	12.02		$	12.15		$	11.24		$	10.06		$	9.74
Total Return4
Based on net asset value		2.32	%		10.74	%		13.63	%		5.32	%		14.40	%
Ratios to Average Net Assets
Total expenses		1.77	%		1.77	%		1.81	%		1.86	%		1.95	%5
Total expenses excluding recoupment of past waived and/or reimbursed fees		1.77	%		1.77	%		1.81	%		1.85	%		1.95	%5
Total expenses after fees waived and/or reimbursed		1.77	%		1.77	%		1.81	%		1.86	%		1.88	%5
Net investment income		1.57	%		2.40	%		1.79	%		2.22	%		2.69	%5
Supplemental Data
Net assets, end of year (000)	$	417,176		$	424,818		$	331,547		$	240,822		$	108,544
Portfolio turnover rate		34	%		14	%		18	%		24	%		14	%

¹  Based on average shares outstanding.

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

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

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	—	—	—	—		0.01	%

See Notes to Financial Statements.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 15

Notes to Financial Statements

1. Organization:

BlackRock Funds II (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. These financial statements relate to one series of the Trust, BlackRock Global Dividend Portfolio (the “Fund”). The Fund is classified as non-diversified.

The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that each bears certain expenses and may have a conversion privilege as outlined below. Institutional Shares are sold only to certain eligible investors. Investor A and Investor C Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures. For distribution and service fee breakdown see Note 5.

Share Class	Initial Sales Charge	CDSC	Conversion Privilege
Institutional Shares	No	No	None
Investor A Shares	Yes	No1	None
Investor C Shares	No	Yes	None

¹  Investor A Shares may be subject to a CDSC where no initial sales charge was paid at the time of purchase.

The Fund, together with certain other registered investment companies advised by the Manager or its affiliates, is included in a complex of open-end funds referred to as the Equity-Bond Complex.

2. Significant Accounting Policies:

The Fund’s 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. The following is a summary of significant accounting policies followed by the Fund:

Foreign Currency: The Fund’s books and records are maintained in U.S. dollars. Purchases and sales of investment securities are recorded at the rates of exchange prevailing on the respective date of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the Fund’s investments denominated in that currency will lose value because that currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value.

The Fund does not isolate the portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of investments held or sold for financial reporting purposes. Accordingly, the effects of changes in foreign currency 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 federal income tax purposes.

Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Fund is informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

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

Recent Accounting Standard: In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings. It is effective for financial statements with fiscal years beginning on or after

16 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Notes to Financial Statements (continued)

December 15, 2014 and for interim periods beginning after March 15, 2015. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

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

The Fund has an arrangement with the custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statement of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

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) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund determines the fair values of their financial instruments using independent dealers or pricing services under policies approved by the Board of Trustees of each Fund (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for each Fund for all financial instruments.

Fair Value Inputs and Methodologies: The following methods (or “techniques”) 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 the official close price each day, if available. For equity investments traded on more than one exchange, the official close price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price. Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of business on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of business on the NYSE that may not be reflected in the computation of the Fund’s net assets. Each business day, the Fund uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and over-the-counter options (the “Systematic Fair Value Price”). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of business on the NYSE, which follows the close of the local markets.

• The market value of the Fund’s investments in the Underlying Funds is based on the published NAV of each Underlying Fund computed as of the close of regular trading on the New York Stock Exchange (“NYSE”) on days when the NYSE is open.

• Investments in open-end registered investment companies are valued at NAV each business day.

• The Fund values its investment in BlackRock Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments will follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act. The Fund may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• 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 business on the NYSE.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such instruments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the 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

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 17

Notes to Financial Statements (continued)

the Global Valuation Committee, or its delegate, deems relevant consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

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

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

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

• Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund’s own assumptions used in determining the fair value of 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. The significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments are typically categorized as Level 3. The fair value hierarchy for the Fund’s investments have been included in the Schedule of Investments.

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

4. Securities and Other Investments:

Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral is returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of securities on loan and the value of the related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of July 31, 2015, any securities on loan were collateralized by cash. The cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments.

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

18 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Notes to Financial Statements (continued)

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

5. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, Inc. (“BlackRock”) for 1940 Act purposes.

The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services to the operations of the Fund. For such services, the Fund pays the Manager a monthly fee, based on the average daily net assets that is attributable to the Fund’s direct investments in fixed income and equity securities and instruments, including exchange traded funds advised by the Manager or other investment advisors, other investments, and cash and cash equivalents (including money market funds, whether advised by the Manager or other investment advisors) and excludes investments in other BlackRock equity and/or fixed income mutual funds, at the following annual rates:

Average Daily Net Assets	Investment Advisory Fee
First $1 Billion		0.600	%
$1 Billion - $2 Billion		0.550	%
$2 Billion - $3 Billion		0.525	%
Greater than $3 Billion		0.500	%

The Manager voluntarily 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. However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Fund’s investments in other affiliated investment companies, if any. This amount is shown as fees waived by Manager in the Statement of Operations.

The Manager entered into a sub-advisory agreement with BlackRock International Limited (“BIL”), an affiliate of the Manager. The Manager pays BIL, for services it provides, a monthly fee that is a percentage of the investment advisory fees paid by the Fund to the Manager.

The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:

	Investor A			Investor C
Service Fee		0.25	%		0.25	%
Distribution Fee		—			0.75	%

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

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 sub-accounts they service. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended July 31, 2015, the Fund paid $29,054 to affiliates of BlackRock in return for these services to Institutional shareholders, which are included in transfer agent — class specific in the Statement of Operations.

The Manager maintains a call center, which is responsible for providing certain shareholder services to the Fund, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 19

Notes to Financial Statements (continued)

For the year ended July 31, 2015, 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:

Institutional	Investor A	Investor C	Total
$4,310	$9,740	$6,122	$20,172

Effective January 1, 2015, 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.

Average Daily Net Assets	Administration Fee
First $500 Million		0.0425	%
$500 Million - $1 Billion		0.0400	%
$1 Billion - $2 Billion		0.0375	%
$2 Billion - $4 Billion		0.0350	%
$4 Billion - $13 Billion		0.0325	%
Greater than $13 Billion		0.0300	%

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statement of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

Prior to January 1, 2015, BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”) and the Manager acted as co-administrators for the Fund. For these services, the co-administrators received an administration fee computed daily and payable monthly to each administrator pursuant to separate fee arrangements, based on a percentage of the average daily net assets of the Fund. The combined administration fee, which is shown as administration in the Statement of Operations, was paid at the annual rates below. In addition, each of the share classes was charged an administration fee, which is shown as administration — class specific in the Statement of Operations, based on the following percentages of average daily net assets of each respective class:

Average Daily Net Assets	Administration Fee			Administration Fee — Class Specific
First $500 Million		0.075	%		0.025	%
$500 Million - $1 Billion		0.065	%		0.015	%
Greater than $1 Billion		0.055	%		0.005	%

For the year ended July 31, 2015, the Fund paid $1,354,684 to the Manager in return for these services, which is included in administration and administration — class specific in the Statement of Operations.

There are no Fund level and class specific waivers and/or reimbursements subject to recoupment.

For the year ended July 31, 2015, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares of $119,667.

For the year ended July 31, 2015, affiliates received CDSCs in the amount of $24,203 and $45,013 for the Fund’s Investor A and Investor C Shares, respectively.

The U.S. Securities and Exchange Commission has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment advisor to the private investment company will not charge any advisory fees with respect to shares purchased by the Fund.

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

20 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Notes to Financial Statements (continued)

Pursuant to a securities lending agreement effective January 1, 2015, the Fund retains 80% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income as follows: 85% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

For the period February 1, 2014 through December 31, 2014, the Fund retained 75% (80% commencing on the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in the calendar year 2014 exceeded a specified threshold and for the remainder of that calendar year) of securities lending income, and this amount retained could never be less than 65% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by the Fund is shown as securities lending — affiliated — net in the Statement of Operations, if applicable. For the year ended July 31, 2015, the Fund did not pay BIM for securities lending agent services.

The Fund recorded a payment from an affiliate to compensate for foregone securities lending revenue, which is shown as other income — affiliated in the Statement of Operations.

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

6. Purchases and Sales:

For the year ended July 31, 2015, purchases and sales of investments, excluding short-term securities, were $881,479,360 and $754,847,582, 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 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 remains open for each of the four years ended July 31, 2015. 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 July 31, 2015, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of July 31, 2015, the following permanent differences attributable to foreign currency transactions, the reclassification of distributions, and distributions received from a regulated investment company were reclassified to the following accounts:

Undistributed net investment income	$	167,059
Accumulated net realized gain	$	(167,059	)

The tax character of distributions paid was as follows:

	7/31/15		7/31/14
Ordinary income	$	54,839,385	$	64,805,239
Long-term capital gains		39,132,418		—
Total	$	93,971,803	$	64,805,239

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 21

Notes to Financial Statements (continued)

As of July 31, 2015, the tax components of accumulated net earnings were as follows:

Undistributed ordinary income	$	1,410,608
Undistributed long-term capital gains		34,362,200
Net unrealized gains1		303,108,600
Total	$	338,881,408

¹  The differences between book-basis and tax-basis net unrealized gains were attributable primarily to the tax deferral of losses on wash sales.

As of July 31, 2015, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:

Tax cost	$	2,081,871,486
Gross unrealized appreciation	$	365,674,509
Gross unrealized depreciation		(62,488,912	)
Net unrealized appreciation	$	303,185,597

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 a party to a 364-day, $2.1 billion credit agreement with a group of lenders, under which 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 $1.6 billion, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.06% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2016 unless extended or renewed. Prior to November 25, 2014, the aggregate commitment amount was $1.1 billion, of which the Participating Funds, including the Fund, could borrow up to $650 million at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. Participating Funds paid administration, legal and arrangement fees, which are included in miscellaneous expenses in the Statement of Operations, and along with commitment 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 year ended July 31, 2015, the Fund did not borrow under the credit agreement.

9. Principal Risks:

In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations, including to pay principal and interest when due (issuer credit risk). The value of securities held by the Fund may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Fund may be exposed to counterparty credit risk, or the risk that an entity with which the Fund has unsettled or open transactions may fail to or be unable to perform on its commitments. 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 generally approximated by their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.

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

22 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Notes to Financial Statements (concluded)

As of July 31, 2015, the Fund’s investments had the following industry classifications:

Industry
Pharmaceuticals	19	%
Tobacco	18
Banks	10
Beverages	9
Diversified Telecommunication Services	5
Other1	39

¹ All other industries held were each less than 5% of long-term investments.

10. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

	Year Ended July 31, 2015						Year Ended July 31, 2014
	Shares			Amount			Shares			Amount
Institutional
Shares sold		61,251,228		$	742,195,154			35,730,188		$	428,954,072
Shares issued in reinvestment of distributions		3,338,631			39,377,639			2,055,445			24,909,599
Shares redeemed		(46,980,536	)		(565,310,342	)		(18,708,043	)		(223,302,886	)
Net increase		17,609,323		$	216,262,451			19,077,590		$	230,560,785
Investor A
Shares sold		14,335,722		$	172,811,847			21,588,503		$	257,427,199
Shares issued in reinvestment of distributions		2,134,886			25,135,438			1,666,663			20,135,161
Shares redeemed		(21,173,793	)		(255,068,029	)		(15,585,147	)		(187,710,106	)
Net increase (decrease)		(4,703,185	)	$	(57,120,744	)		7,670,019		$	89,852,254
Investor C
Shares sold		5,689,353		$	68,235,999			9,598,239		$	114,011,263
Shares issued in reinvestment of distributions		1,072,993			12,561,550			704,312			8,487,836
Shares redeemed		(7,021,632	)		(83,930,614	)		(4,824,928	)		(57,442,452	)
Net increase (decrease)		(259,286	)	$	(3,133,065	)		5,477,623		$	65,056,647
Total Net Increase		12,646,852		$	156,008,642			32,225,232		$	385,469,686

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.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 23

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds II and the Shareholders of BlackRock Global Dividend Portfolio:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Global Dividend Portfolio (the “Fund”), a series of BlackRock Funds II, as of July 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Global Dividend Portfolio of BlackRock Funds II as of July 31, 2015, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Philadelphia, Pennsylvania

September 23, 2015

Important Tax Information (Unaudited)

The following information is provided with respect to the ordinary income distributions paid by BlackRock Global Dividend Portfolio during the fiscal year ended July 31, 2015:

Payable Date	Qualified Dividend Income for Individuals	Dividends Qualifying for the Dividend Received  Deduction for Corporations	Foreign Source Income1	Foreign Taxes Paid Per Share2
10/17/2014	100.00%1	66.25%1	13.49%	0.001090
12/15/2014	100.00%	70.85%	—	—
4/16/2015	100.00%1	43.93%1	89.72%	0.009932
7/17/2015	100.00%1	43.93%1	89.72%	0.008122

Additionally, Global Dividend Income distributed long-term capital gains of $0.199930 per share to shareholders of record on December 11, 2014.

¹  Expressed as a percentage of the cash distribution grossed-up for foreign taxes.

²  The foreign taxes paid represent taxes incurred by the Fund on income received by the Fund from foreign sources. Foreign taxes paid may be included in taxable income with an offsetting deduction from gross income or may be taken as a credit for taxes paid to foreign governments. You should consult your tax advisor regarding the appropriate treatment of foreign taxes paid.

24 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Trustees (the “Board,” and the members of which are referred to as “Board Members”) of BlackRock Funds II (the “Trust”) met in person on April 14, 2015 (the “April Meeting”) and May 12-13, 2015 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of BlackRock Global Dividend Portfolio (the “Fund”), and BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor. The Board also considered the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock International Limited (the “Sub-Advisor”), with respect to the Fund. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.”

Activities and Composition of the Board

On the date of the April and May Meetings, the Board consisted of thirteen individuals, ten of whom were not “interested persons” of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). One of the Board Members is a non-management interested Board Member by virtue of his former positions with BlackRock, Inc. and its affiliates. The Board Members are responsible for the oversight of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Performance Oversight Committee and the Executive Committee, each of which also has one interested Board Member).

The Agreements

Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each extending over two days, a fifth one-day meeting to consider specific information surrounding the consideration of renewing the Agreements and additional in-person and telephonic meetings as needed. In connection with this year-long deliberative process, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; administrative and shareholder services; the oversight of fund service providers; marketing services; risk oversight; compliance; and ability to meet applicable legal and regulatory requirements.

The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its shareholders. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year and/or since inception periods, as applicable, against peer funds, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance relative to peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services, such as marketing and distribution, call center and fund accounting; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective(s), policies and restrictions, and meeting new regulatory requirements; (e) the Fund’s compliance with its compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Fund’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund and institutional account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.

The Board has engaged in an ongoing strategic review with BlackRock of opportunities to consolidate funds and of BlackRock’s commitment to investment performance. BlackRock also furnished information to the Board in response to specific questions. These questions covered issues such as: BlackRock’s profitability; investment performance; subadvisory and advisory relationships with other clients (including mutual funds sponsored by third parties); the viability of specific funds; fund size and manager capacity; BlackRock’s research capabilities; portfolio managers’ investments in funds they manage; funds’ portfolio risk targets; and management fee levels and breakpoints. The Board further discussed with BlackRock: BlackRock’s management structure; portfolio turnover, execution quality and use of soft dollars; BlackRock’s portfolio manager compensation and performance accountability; marketing support for the funds; services provided to the funds by BlackRock affiliates; and BlackRock’s oversight of relationships with third party service providers.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 25

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

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included (a) information independently compiled and preparedby Lipper, Inc. (“Lipper”) on Fund fees and expenses as compared with a peer group of funds as determined by Lipper (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds as determined by Lipper¹ and certain performance metrics; (b) information on the profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees charged to other clients, such as institutional clients, sub-advised mutual funds, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) review of non-management fees; (e) the existence, impact and sharing of potential economies of scale; (f) a summary of aggregate amounts paid by the Fund to BlackRock; (g) sales and redemption data regarding the Fund’s shares; and (h) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.

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

At the May Meeting, the Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, each for a one-year term ending June 30, 2016. In approving the continuation of the Agreements, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of Expense Peers and performance compared to the relevant performance comparison as previously discussed; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of its relationship with the Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as payments made to BlackRock or its affiliates relating to the distribution of Fund shares, securities lending and cash management, services related to the valuation and pricing of Fund portfolio holdings, direct and indirect benefits to BlackRock and its affiliates from their relationship with the Fund and advice from independent legal counsel with respect to the review process and materials submitted for the Board’s review. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.

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

The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Fund’s portfolio management team; BlackRock’s research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to advisory services, the Board considered the quality of the administrative and other non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its

¹  Funds are ranked by Lipper in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable.

26 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

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

affiliates provide the Fund with the following administrative services including, among others: (i) preparing disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) overseeing and coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; (vi) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (vii) performing other administrative functions necessary for the operation of the Fund, such as tax reporting, fulfilling regulatory filing requirements and call center services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the April Meeting, the Board worked with its independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of the Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to other funds in its applicable Lipper category and certain performance metrics. The Board was provided with a description of the methodology used by Lipper to select peer funds and periodically meets with Lipper representatives to review its methodology. The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the Fund throughout the year.

In evaluating performance, the Board recognized that the performance data reflects a snapshot of a period or as of a particular date and that selecting a different performance period could produce significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect long-term performance disproportionately.

The Board noted that for the one-, three- and five-year periods reported, the Fund ranked in the third, fourth and second quartiles, respectively, against its Lipper Performance Universe. The Board and BlackRock reviewed and discussed the reasons for the Fund’s underperformance during the one- and three-year periods. The Board was informed that, among other things, underperformance was primarily generated by the Fund’s high quality bias. This bias typically leads the Fund to underperform the market and its cyclical peers during shorter “risk-on” periods. Top performing peers have tended to have higher betas, driven by their higher allocations to the financials, materials, and consumer discretionary sectors. The Board also noted a comparison of Fund performance relative to certain other performance metrics that reflect the Fund’s performance in light of its outcome-oriented objective. BlackRock believes that these additional performance metrics are appropriate given the Fund’s objective.

C. Consideration of the Advisory/Management Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Fund: The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with the other funds in its Lipper category. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s total expense ratio, as well as its actual management fee rate, to those of other funds in its Lipper category. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non 12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds.

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2014 compared to available aggregate profitability data provided for the two prior years. The Board reviewed BlackRock’s profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. As a result, calculating and comparing profitability at individual fund levels is difficult.

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

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 27

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (concluded)

In addition, the Board considered the cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the management of the Fund. The Board may periodically receive and review information from independent third parties as part of its annual evaluation. BlackRock retained an independent third party to evaluate its cost allocation methodologies in the context of BlackRock’s 1940 Act Fund business. The Board considered the results of that evaluation in connection with BlackRock’s profitability reporting. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk and liability profile in servicing the Fund in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund and institutional account product channels, as applicable.

The Board noted that the Fund’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile, relative to the Fund’s Expense Peers. The Board also noted that the Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels.

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, as well as the existence of expense caps, as applicable. The Board also considered the extent to which the Fund benefits from such economies and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to participate in these economies of scale, for example through the use of revised breakpoints in the advisory fee based upon the asset level of the Fund. In its consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.

E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from their respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts. The Board further noted that it had considered the investment by BlackRock’s funds in affiliated ETFs without any offset against the management fees payable by the funds to BlackRock.

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

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

Conclusion

The Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, for a one-year term ending June 30, 2016, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, for a one-year term ending June 30, 2016. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Fund reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.

28 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Officers and Trustees

Name, Address1 and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past 5 Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2
Robert M. Hernandez 1944	Chair of the Board and Trustee	Since 2007	Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director, TE Connectivity (electronics) from 2006 to 2012.	28 RICs consisting of 98 Portfolios	ACE Limited (insurance company); Eastman Chemical Company.
Fred G. Weiss 1941	Vice Chair of the Board and Trustee	Since 2007	Managing Director, FGW Consultancy LLC (consulting and investment company) since 1997; Director and Treasurer, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director, BTG International plc (medical technology commercialization company) from 2001 to 2007.	28 RICs consisting of 98 Portfolios	Allergen, plc (pharmaceuticals)
James H. Bodurtha 1944	Trustee	Since 2007	Director, The China Business Group, Inc. (consulting and investing firm) from 1996 to 2013 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980.	28 RICs consisting of 98 Portfolios	None
Bruce R. Bond 1946	Trustee	Since 2007	Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	28 RICs consisting of 98 Portfolios	None
Valerie G. Brown 1956	Trustee	Since 2015	Chief Executive Officer and Director, Cetera Financial Group (broker-dealer and registered investment adviser services) from 2010 to 2014; Director and Vice Chairman of the Board, Financial Services Institute (trade organization) from 2009 to 2014; Director and Committee Chair, Securities Industry and Financial Markets Association (trade organization) from 2006 to 2014.	28 RICs consisting of 98 Portfolios	None
Donald W. Burton 1944	Trustee	Since 2007	Managing General Partner, The Burton Partnership, LP (an investment partnership) since 1979; Managing General Partner, The Burton Partnership (QP), LP (an investment partnership) since 2000; Managing General Partner, The South Atlantic Venture Funds from 1983 to 2012; Director, IDology, Inc. (technology solutions) since 2006; Director, Knology, Inc. (telecommunications) from 1996 to 2012; Director, Capital Southwest (financial) from 2006 to 2012.	28 RICs consisting of 98 Portfolios	None
Honorable Stuart E. Eizenstat 1943	Trustee	Since 2007	Partner and Head of International Practice, Covington and Burling LLP (law firm) since 2001; International Advisory Board Member, The Coca-Cola Company from 2002 to 2011; Advisory Board Member, Veracity Worldwide, LLC (risk management) from 2007 to 2012; Member of the International Advisory Board GML Ltd. (energy) since 2003; Advisory Board Member, BT Americas (telecommunications) from 2004 to 2009.	28 RICs consisting of 98 Portfolios	Alcatel-Lucent (telecom- munications); Global Specialty Metallurgical; UPS Corporation (delivery service)
Kenneth A. Froot 1957	Trustee	Since 2007	Professor, Harvard University from 1993 to 2012.	28 RICs consisting of 98 Portfolios	None
John F. O’Brien 1943	Trustee	Since 2007	Chairman, Woods Hole Oceanographic Institute since 2009 and Trustee thereof from 2003 to 2009.	28 RICs consisting of 98 Portfolios	Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer)

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 29

Officers and Trustees (continued)

Name, Address1 and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past 5 Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2 (concluded)
Donald C. Opatrny 1952	Trustee	Since 2015	Trustee, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; Member of the Board and Investment Committee, University School since 2007; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President and Trustee, the Center for the Arts, Jackson Hole since 2011; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Trustee, Artstor (a Mellon Foundation affiliate) since 2010; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014.	28 RICs consisting of 98 Portfolios	None
Roberta Cooper Ramo 1942	Trustee	Since 2007	Shareholder and Attorney, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc., (retail) since 1999; Director, ECMC Group (service provider to students, schools and lenders) since 2001; President, The American Law Institute (non-profit) since 2008; Vice President, Santa Fe Opera (non-profit) since 2011; Chair, Think New Mexico (non-profit), since 2013.	28 RICs consisting of 98 Portfolios	None
David H. Walsh 1941	Trustee	Since 2007	Director, National Museum of Wildlife Art since 2007; Trustee, University of Wyoming Foundation from 2008 to 2012; Director, The American Museum of Fly Fishing since 1997.	28 RICs consisting of 98 Portfolios	None
	1    The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute. In no event may an Independent Trustee hold office beyond December 31 of the year in which he or she turns 75. 3    Date shown is the earliest date a person has served for the Trust. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Trustees as joining the Trust’s board in 2007, those Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Honorable Stuart E. Eizenstat, 2001; Kenneth A. Froot, 2005; Robert M. Hernandez, 1996; John F. O’Brien, 2005; Roberta Cooper Ramo, 1999; David H. Walsh, 2003; and Fred G. Weiss, 1998.

30 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Officers and Trustees (continued)

Name, Address1 and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past 5 Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Interested Trustees4
Robert Fairbairn 1965	Trustee	Since 2015	Senior Managing Director of BlackRock since 2010; Global Head of BlackRock’s Retail and iShares businesses since 2012; Member of BlackRock’s Global Executive and Global Operating Committees; Head of BlackRock’s Global Client Group from 2009 to 2012; Chairman of BlackRock’s international businesses from 2007 to 2010.	28 RICs consisting of 98 Portfolios	None
Henry Gabbay 1947	Trustee	Since 2007	Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Adminis- trative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.	28 RICs consisting of 98 Portfolios	None
John M. Perlowski 1964	Trustee, President and Chief Executive Officer	Since 2010	Managing Director of BlackRock since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.	104 RICs consisting of 174 Portfolios	None
	4    Messrs. Fairbairn and Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock and its affiliates. Mr. Gabbay may be deemed an “interested person” of the Trust based on his former positions with BlackRock and its affiliates. Mr. Gabbay does not currently serve as an officer or employee of BlackRock or its affiliates or own any securities of BlackRock or The PNC Financial Services Group, Inc. Mr. Gabbay is a non-management Interested Trustee. Interested Trustees serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute,or until December 31 of the year in which they turn 72. Officers of the Trust serve at the pleasure of the Board.

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 31

Officers and Trustees (concluded)

Name, Address1 and Year of Birth	Position(s) Held with the Trust	Length of Time Served	Principal Occupation(s) During Past 5 Years
Trust Officers2
Jennifer McGovern 1977	Vice President	Since 2014	Director of BlackRock since 2011; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock from 2008 to 2010.
Neal Andrews 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.
Jay Fife 1970	Treasurer	Since 2007	Managing Director of BlackRock since 2007; Director of BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Charles Park 1967	Chief Compliance Officer	Since 2014	Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Fernanda Piedra 1969	Anti-Money Laundering Compliance Officer	Since 2015	Director of BlackRock since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010.
Benjamin Archibald 1975	Secretary	Since 2012	Managing Director of BlackRock since 2014; Director of BlackRock from 2010 to 2013; Assistant Secretary of the BlackRock-advised funds from 2010 to 2012; General Counsel and Chief Operating Officer of Uhuru Capital Management from 2009 to 2010; Executive Director and Counsel of Goldman Sachs Asset Management from 2005 to 2009.
	1    The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Officers of the Trust serve at the pleasure of the Board.
	Further information about the Trust’s Officers and Trustees is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling 1-800-441-7762.

Effective as of the close of business on May 13, 2015, Valerie G. Brown and Donald C. Opatrny were appointed to serve as Trustees of the Trust.

Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809	Sub-Advisor BlackRock International Limited Edinburgh, EH3 8BL United Kingdom	Custodian The Bank of New York Mellon New York, NY 10286	Distributor BlackRock Investments, LLC New York, NY 10022
Accounting Agent and Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	Legal Counsel Willkie Farr & Gallagher LLP New York, NY 10019	Independent Registered Public Accounting Firm Deloitte & Touche LLP Philadelphia, PA 19103	Address of the Trust 100 Bellevue Parkway Wilmington, DE 19809

32 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

Additional Information

General Information

Householding

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

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washing-ton, D.C. Information on how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

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

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing. Visit http://www.blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com/funds.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015 33

Additional Information (concluded)

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

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

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

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

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

34 BLACKROCK GLOBAL DIVIDEND PORTFOLIO JULY 31, 2015

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.

GDP-7/15-AR

JULY 31, 2015        

  ANNUAL REPORT BLACKROCK^®

BlackRock Funds II

▶  BlackRock Dynamic High Income Portfolio

▶  BlackRock Multi-Asset Income Portfolio

Not FDIC Insured ¡ May Lose Value ¡ No Bank Guarantee

Table of Contents

	Page
The Markets in Review	3
Annual Report:
Fund Summaries	4
Portfolio Information	8
About Fund Performance	9
Disclosure of Expenses	9
Derivative Financial Instruments	9
Financial Statements:
Schedules of Investments	10
Statements of Assets and Liabilities	81
Statements of Operations	83
Statements of Changes in Net Assets	84
Financial Highlights	85
Notes to Financial Statements	89
Report of Independent Registered Public Accounting Firm	107
Important Tax Information	107
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements	108
Officers and Trustees	112
Additional Information	116

    Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are also available on BlackRock’s website.   TO ENROLL IN ELECTRONIC DELIVERY:   Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:   Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.   Shareholders Who Hold Accounts Directly with BlackRock:   1. Access the BlackRock website at blackrock.com   2. Select “Access Your Account”   3. Next, select “eDelivery” in the “Related Resources” box and follow the sign-up     instructions

2 BLACKROCK FUNDS II JULY 31, 2015

The Markets in Review

Dear Shareholder,

Diverging monetary policies and shifting economic outlooks between regions were the broader themes underlying market conditions during the 12-month period ended July 31, 2015. The period began with investors caught between the forces of low interest rates and an improving U.S. economy, high asset valuations, oil price instability and lingering geopolitical risks in Ukraine and the Middle East. As U.S. growth picked up considerably in the fourth quarter of 2014, the broader global economy showed signs of slowing. Investors favored the stability of U.S. assets despite uncertainty as to when the Federal Reserve (the “Fed”) would raise short-term interest rates. International markets continued to struggle even as the European Central Bank and the Bank of Japan eased monetary policy. Oil prices plummeted in late 2014 due to a global supply-and-demand imbalance, sparking a sell-off in energy-related assets and putting stress on emerging markets. Fixed income investors piled into U.S. Treasuries as their persistently low yields had become attractive as compared to the even lower yields on international sovereign debt.

Equity markets reversed in early 2015, with international markets outperforming the United States as global risks abated. Investors had held high expectations for the U.S. economy, but a harsh winter and west coast port strike brought disappointing first-quarter data and high valuations took their toll on U.S. stocks, while bond yields fell to extreme lows. (Bond prices rise as yields fall.) In contrast, economic reports in Europe and Asia easily beat investors’ very low expectations, and accommodative policies from central banks in those regions helped international equities rebound. Oil prices stabilized, providing some relief for emerging market stocks, although a stronger U.S. dollar continued to be a headwind for the asset class.

U.S. economic data regained momentum in the second quarter, helping U.S. stocks resume an upward path, although meaningful strength in the labor market underscored the likelihood that the Fed would raise short-term rates before the end of 2015 and bond yields moved swiftly higher. The month of June brought a sharp, but temporary, sell-off across most asset classes as Greece’s long-brewing debt troubles came to an impasse and investors feared the consequences should Greece leave the eurozone. Adding to global worries was a massive correction in Chinese equity prices despite policymakers’ attempts to stabilize the market. As these concerns abated in the later part of July, developed markets rebounded with the help of solid corporate earnings. Emerging markets, however, continued to slide as Chinese equities remained highly volatile and growth estimates for many emerging economies were revised lower. Bond markets moved back into positive territory as softer estimates for global growth and the return of falling commodity prices caused yields to move lower.

At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to move freely as market conditions change over time. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

Rob Kapito

President, BlackRock Advisors, LLC

Rob Kapito

President, BlackRock Advisors, LLC

Total Returns as of July 31, 2015
	6-month	12-month
U.S large cap equities (S&P 500® Index)	6.55%	11.21%
U.S. small cap equities (Russell 2000® Index)	6.98	12.03
International equities (MSCI Europe, Australasia, Far East Index)	7.19	(0.28)
Emerging market equities (MSCI Emerging Markets Index)	(4.76)	(13.38)
3-month Treasury bill (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index)	0.00	0.01
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index)	(3.64)	5.32
U.S. investment-grade bonds (Barclays U.S. Aggregate Bond Index)	(1.47)	2.82
Tax-exempt municipal bonds (S&P Municipal Bond Index)	(0.97)	3.50
U.S. high yield bonds (Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	1.27	0.37
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.

THIS PAGE NOT PART OF YOUR FUND REPORT 3

Fund Summary as of July 31, 2015 BlackRock Dynamic High Income Portfolio

      Investment Objective

BlackRock Dynamic High Income Portfolio’s (the “Fund”) investment objective is to seek high current income with consideration for capital appreciation.

      Portfolio Management Commentary

How did the Fund perform?

• For the period since inception (November 3, 2014) through July 31, 2015, the Fund underperformed its blended risk benchmark of 70% MSCI World Index/30% Barclays U.S. Aggregate Bond Index.

What factors influenced performance?

• The Fund seeks to earn a high level of current income by tactically managing a diversified portfolio of primarily non-traditional sources of yield. The Fund’s performance is reviewed on an absolute basis due to the outcome-oriented nature of its strategy. The Fund has flexibility to invest across all asset classes and is managed within a risk controlled framework, seeking to maintain competitive yield with a risk profile below that of the 70/30 risk benchmark.

• For the period, the Fund’s allocation to master limited partnerships (MLPs) proved to be the largest detractor from returns. Despite providing meaningful income, MLPs sold-off sharply during the period as most energy-related assets traded lower due to a precipitous drop in oil prices.

• Conversely, the main contributors to performance since inception included exposure to preferred securities, collateralized loan obligations (CLOs), non-agency mortgages, collateralized mortgage backed securities (CMBS) and Asian credit. These asset classes generated attractive returns despite increased volatility in other credit markets. Additionally, a significant allocation to equity-linked notes (i.e., covered call writing), and a modest allocation to real estate investment trusts (REITs) boosted performance over the period.

• The Fund sourced income from a variety of assets classes, regions and sectors. The main contributors to overall portfolio yield were the Fund’s allocations to equity-linked notes, preferred securities and fixed income closed end funds.

• The Fund uses derivatives as part of its investment strategy. During the period, derivative positions in developed equity futures contributed to performance. Additionally, the Fund used U.S. Treasury futures to manage the amount of interest rate risk in the portfolio, which similarly contributed to performance. The Fund also reduced its euro currency exposure via futures, which aided performance as the euro depreciated relative to the U.S. dollar during the period. The Fund held other modest

derivative positions over the period that did not have a material impact on performance.

• The Fund held a modest cash allocation during the period. The cash balance did not have a material impact on performance.

Describe recent portfolio activity.

• Over the period, the Fund reduced exposure to emerging market equities given a more cautious view on growth across developing economies. Additionally, the Fund increased exposure to CLOs and floating rate bank loans on expectations that these assets would benefit in a rising rate environment. During the latter half of the period, the Fund introduced exposure to infrastructure-related MLPs on the view that the selloff in energy-related assets created an attractive buying opportunity.

• The Fund rotated a portion of its equity exposure from the United States to Europe, as the region saw a modest improvement in economic growth during the period and the initiation of a major quantitative easing program from the European Central Bank. The Fund continued to use a covered call strategy within its equity holdings as it provided higher income and better potential upside than what was available in most other income sectors.

• Lastly, the Fund continued to adapt to the changing interest rate environment by altering its duration profile throughout the period. In general, the Fund held a lower overall duration and less exposure to short-term interest rates given expectations that the Federal Reserve will ultimately transition from its zero interest rate policy. Toward the end of the period, the Fund established a position in higher-quality, longer-term investment grade debt to modestly increase the Fund’s duration given increased yield levels and more attractive valuations.

Describe portfolio positioning at period end.

• The Fund was allocated across a number of diverse asset classes at period end, including equity-linked notes, preferred securities, non-agency mortgages, CMBS, collateralized loan obligations, fixed income funds, global real estate investment trusts, Asian credit, MLPs, high yield bonds, investment grade bonds and cash. The Fund also held a modest euro vs. U.S. dollar hedge, and derivate exposures to gain access to developed equity markets and government bond futures.

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

4 BLACKROCK FUNDS II JULY 31, 2015

BlackRock Dynamic High Income Portfolio

      Total Return Based on a $10,000 Investment

¹  Assuming maximum sales charges, if any, transaction costs and other operating expenses, including investment advisory fees and administration fees, if any. Institutional Shares do not have a sales charge.

²  The Fund may invest up to 100% of its assets in equity securities and up to 100% of its assets in fixed income securities. The Fund may also invest significantly in BlackRock equity and/or fixed income mutual funds and affiliated and unaffiliated exchange traded funds (“ETFs”).

³  The Fund compares its performance to that of a customized weighted index comprised of the returns of the MSCI World Index (70%) and Barclays U.S. Aggregate Bond Index (30%).

⁴  A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States.

⁵  A widely recognized unmanaged market-weighted index, comprised of investment-grade corporate bonds rated BBB or better, mortgages and U.S. Treasury and U.S. Government agency issues with at least one year to maturity.

⁶  Commencement of operations.

      Performance Summary for the Period Ended July 31, 2015

										Total Returns7
										Since Inception8
	Standardized 30-Day Yields			Unsubsidized 30-Day Yields			6-Month Total Returns			w/o sales charge			w/ sales charge
Institutional		6.36	%		5.77	%		2.84	%		3.67	%		N/A
Investor A		5.77			5.27			2.71			3.48			(1.96	)%
Investor C		5.30			4.73			2.31			2.84			1.85
70% MSCI World Index/30% Barclays U.S. Aggregate Bond Index		—			—			4.04			4.29			N/A
MSCI World Index		—			—			6.40			5.40			N/A
Barclays U.S. Aggregate Bond Index		—			—			(1.47	)		1.47			N/A

⁷  Assuming maximum sales charges, if any. Total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 9 for a detailed description of share classes, including any related sales charges and fees.

⁸  The Fund commenced operations on November 3, 2014.

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

Past performance is not indicative of future results.

Expense Example
	Actual			Hypothetical10
	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the Period9	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the Period9	Annualized Expense Ratio
Institutional	$1,000.00	$1,028.40	$5.23	$1,000.00	$1,019.64	$5.21	1.04%
Investor A	$1,000.00	$1,027.10	$6.38	$1,000.00	$1,018.50	$6.36	1.27%
Investor C	$1,000.00	$1,023.10	$9.93	$1,000.00	$1,014.98	$9.89	1.98%

⁹  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 181/365 (to reflect the one-half year period shown). The fees and expenses of the underlying funds in which the Fund invests are not included in the Fund’s annualized expense ratio.

¹⁰  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

See “Disclosure of Expenses” on page 9 for further information on how expenses were calculated.

BLACKROCK FUNDS II JULY 31, 2015 5

Fund Summary as of July 31, 2015 BlackRock Multi-Asset Income Portfolio

      Investment Objective

BlackRock Multi-Asset Income Portfolio’s (the “Fund”) investment objective is to seek to maximize current income with consideration for capital appreciation.

      Portfolio Management Commentary

How did the Fund perform?

• For the 12-month period ended July 31, 2015, the Fund’s Institutional Shares returned 1.94%, while the Investor A Shares returned 1.68% and Investor C Shares returned 0.92%. For the same period, the Fund’s benchmark, a blend of 50% MSCI World Index/50% Barclays U.S. Aggregate Bond Index, returned 3.98%.

What factors influenced performance?

• The Fund’s performance is reviewed on an absolute basis due to the outcome-oriented nature of its strategy. The Fund employs an unconstrained strategy (i.e., one with flexibility to invest across all asset classes) that the investment advisor seeks to manage within a risk controlled framework.

• The Fund’s allocation to emerging market equities was a notable detractor from performance, as lackluster economic growth and concerns about the impact of higher rates in the United States weighed heavily on the asset class. The Fund’s allocation to Master Limited Partnerships (“MLPs”) modestly detracted from returns, since energy-related assets were hurt by the large drop in oil prices. An allocation to investment grade debt also detracted from performance, as credit spreads widened due to a sharp increase in new-issue supply stemming from higher merger and acquisition activity.

• The primary contributors to performance included the Fund’s positions in non-agency mortgage-backed securities (“MBS”) and commercial mortgage-backed securities (“CMBS”), which generated attractive returns despite increased volatility in other segments of the bond market. The Fund’s exposure to higher yielding asset classes such as preferred stock and equity-linked notes also made meaningful contributions to performance.

• The Fund generated income from a variety of asset classes, regions and sectors. The main contributors to overall portfolio yield were the Fund’s allocations to equity-linked notes, high yield bonds, preferred stock and non-agency MBS.

• The Fund held derivatives during the period, including futures. The Fund’s equity hedges generally detracted from returns, while its interest rate hedges contributed to performance.

Describe recent portfolio activity.

• After building up a modest cash position at the beginning of the period, the Fund reallocated cash back to high yield debt and bank loans after heightened volatility and large investor outflows created more attractive valuations in these asset classes. This downturn was largely driven by the sell-off in oil and energy-related assets, since energy issuers represent a large portion of the credit market. The Fund also modestly added back to MLPs, as the sharp downturn in this asset class during the energy sell-off created more attractive long-term value. In contrast, the Fund reduced its weighting in preferred stocks early in the calendar year following the strong returns for the asset class in 2014.

The Fund rotated a portion of its equity exposure from the United States to Europe, as the region saw a modest improvement in economic growth and the initiation of a major quantitative easing program from the European Central Bank. The Fund continued to use a covered call strategy within its equity portfolio on the belief that this approach provided higher income and better potential upside than what was available in most other income sectors.

The Fund continued to adapt to the changing interest rate environment by altering its duration profile (interest-rate sensitivity) throughout the period. In general, the Fund held a lower overall duration and less exposure to short-term interest rates than the overall fixed income market, reflecting the investment advisor’s expectation that the U.S. Federal Reserve will ultimately transition from its zero interest rate policy.

Describe portfolio positioning at period end.

• The Fund was allocated across a number of diverse asset classes at period end, including high yield bonds, global equities, MBS, equity-linked notes, investment grade bonds, preferred stocks, bank loans, global real estate investment trusts, emerging market bonds, master limited partnerships and cash.

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

6 BLACKROCK FUNDS II JULY 31, 2015

BlackRock Multi-Asset Income Portfolio

      Total Return Based on a $10,000 Investment

¹  Assuming maximum sales charges, if any, transaction costs and other operating expenses, including investment advisory fees and administration fees, if any. Institutional Shares do not have a sales charge.

² The Fund may invest up to 80% of its assets in equity securities and up to 100% of its assets in fixed income securities. The Fund may also invest significantly in BlackRock equity and/or fixed income mutual funds and affiliated and unaffiliated exchange traded funds (“ETFs”). The Fund’s total returns prior to November 28, 2011 are the returns of the Fund when it followed different investment strategies under the name BlackRock Income Portfolio.

³ The Fund compares its performance to that of a customized weighted index comprised of the returns of the MSCI World Index (50%) and Barclays U.S. Aggregate Bond Index (50%).

⁴ A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States.

⁵ A widely recognized unmanaged market-weighted index, comprised of investment-grade corporate bonds rated BBB or better, mortgages and U.S. Treasury and U.S. Government agency issues with at least one year to maturity.

⁶  Commencement of operations.

      Performance Summary for the Period Ended July 31, 2015

										Average Annual Total Returns7
										1 Year						5 Years						Since Inception8
	Standardized 30-Day Yields			Unsubsidized 30-Day Yields			6-Month Total Returns			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge			w/o sales charge			w/ sales charge
Institutional		4.91	%		4.70	%		1.15	%		1.94	%		N/A			8.51	%		N/A			6.14	%		N/A
Investor A		4.41			4.24			1.02			1.68			(3.66	)%		8.24			7.08	%		5.87			5.09	%
Investor C		3.90			3.71			0.64			0.92			(0.04	)		7.43			7.43			5.09			5.09
50% MSCI World Index/50% Barclays U.S. Aggregate Bond Index		—			—			2.46			3.98			N/A			7.68			N/A			4.84			N/A
MSCI World Index		—			—			6.40			4.92			N/A			11.74			N/A			4.50			N/A
Barclays U.S. Aggregate Bond Index		—			—			(1.47	)		2.82			N/A			3.27			N/A			4.35			N/A

⁷  Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 9 for a detailed description of share classes, including any related sales charges and fees.

⁸  The Fund commenced operations on April 7, 2008.

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

Past performance is not indicative of future results.

Expense Example
	Actual			Hypothetical10
	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the Period9	Beginning Account Value February 1, 2015	Ending Account Value July 31, 2015	Expenses Paid During the Period9	Annualized Expense Ratio
Institutional	$1,000.00	$1,011.50	$2.74	$1,000.00	$1,022.07	$2.76	0.55%
Investor A	$1,000.00	$1,010.20	$3.99	$1,000.00	$1,020.83	$4.01	0.80%
Investor C	$1,000.00	$1,006.40	$7.71	$1,000.00	$1,017.11	$7.75	1.55%

⁹  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 181/365 (to reflect the one-half year period shown). The fees and expenses of the underlying funds in which the Fund invests are not included in the Fund’s annualized expense ratio.

¹⁰  Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365.

See “Disclosure of Expenses” on page 9 for further information on how expenses were calculated.

BLACKROCK FUNDS II JULY 31, 2015 7

Portfolio Information as of July 31, 2015

      BlackRock Dynamic High Income Portfolio

Ten Largest Holdings Percent of
Net Assets

BlackRock Liquidity Funds, TempFund, Institutional Class	6	%
iShares iBoxx $ High Yield Corporate Bond ETF	4
BlackRock Floating Rate Income Portfolio, Institutional Class	3
Voya CLO Ltd.	2
iShares 10+ Year Credit Bond ETF	1
BlackRock Liquidity Series, LLC, Money Market Series	1
Citigroup, Inc.	1
SPDR Barclays Long Term Corporate Bond ETF	1
SPDR Barclays High Yield Bond ETF	1
CIFC Funding Ltd.	1

Portfolio Composition Percent of
Net Assets

Equity-Linked Notes	25	%
Investment Companies	18
Asset-Backed Securities	13
Common Stocks	13
Preferred Securities	11
Corporate Bonds	10
Money Market Funds	7
Non-Agency Mortgage-Backed Securities	6
Foreign Government Obligations	1
Liabilities in Excess of Other Assets	(4	)

      BlackRock Multi-Asset Income Portfolio

Ten Largest Holdings Percent of
Net Assets

iShares iBoxx $ High Yield Corporate Bond ETF	6	%
Alternative Loan Trust	4
SPDR Barclays High Yield Bond ETF	3
Bank of America Corp.	1
Structured Asset Mortgage Investments II Trust	1
Commercial Mortgage Trust	1
iShares U.S. Preferred Stock ETF	1
The Goldman Sachs Group, Inc.	1
Lloyds Banking Group PLC	1
LSTAR Securities Investment Trust	1

Portfolio Composition Percent of
Net Assets

Common Stocks	24	%
Corporate Bonds	22
Equity-Linked Notes	14
Non-Agency Mortgage-Backed Securities	11
Asset-Backed Securities	8
Investment Companies	8
Money Market Funds	7
Preferred Securities	7
Floating Rate Loan Interests	3
Foreign Government Obligations	2
Liabilities in Excess of Other Assets	(6	)

8 BLACKROCK FUNDS II JULY 31, 2015

About Fund Performance

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

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

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

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month end. Performance results do not reflect the deduction of taxes that a shareholder

would pay on fund distributions or the redemption of fund shares. Figures shown in the performance tables on the previous pages assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend/payable dates. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the “Manager”), each Fund’s investment advisor, has contractually agreed to waive and/or reimburse a portion of each Fund’s expenses. Without such waiver and/or reimbursement, each Fund’s performance would have been lower. The Manager is under no obligation to continue waiving and/or reimbursing its fees after the applicable termination date of such agreement. See Note 6 of the Notes to Financial Statements for additional information on waivers and/or reimbursements. The standardized 30-day yield includes the effects of any waivers and/or reimbursements. The unsubsidized 30-day yield excludes the effects of any waivers and/or reimbursements.

Disclosure of Expenses

Shareholders of the Funds may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses and other Fund expenses. The expense examples on the previous pages (which are based on a hypothetical investment of $1,000 invested on February 1, 2015 and held through July 31, 2015) are intended to assist shareholders both in calculating expenses based on an investment in each Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

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

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

Derivative Financial Instruments

The Funds may invest in various derivative financial instruments. Derivative financial instruments are used to obtain exposure to a security, index and/or market without owning or taking physical custody of securities 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. Derivative financial instruments also 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

derivative financial instrument. The Funds’ ability to use a derivative financial instrument successfully depends on the investment advisor’s ability to predict pertinent market movements accurately, which cannot be assured. The use of derivative financial instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments are discussed in detail in the Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 9

Schedule of Investments July 31, 2015	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
ACE Securities Corp. Home Equity Loan Trust, Series 2006-CW1, Class A2D, 0.45%, 7/25/36 (a)	USD		234	$	130,041
ALM VI Ltd., Series 2012-6A, Class CR, 4.04%, 7/15/26 (a)(b)			1,000		991,500
ALM VII R-2 Ltd., Series 2013-7R2A, Class C, 3.74%, 4/24/24 (a)(b)			500		492,042
AMMC CLO 15 Ltd., Series 2014-15A, Class D, 4.48%, 12/09/26 (a)(b)			1,000		990,000
AMMC CLO XIII Ltd., Series 2013-13A, Class B1L, 3.89%, 1/26/26 (a)(b)			1,050		1,019,834
Apidos CLO XVI, Series 2013-16A, Class C, 3.42%, 1/19/25 (a)(b)			250		239,410
Apidos CLO XX, Series 2015-20A, Class C, 3.87%, 1/16/27 (a)(b)			500		488,867
Atrium XI, Series 11A, Class D, 4.19%, 10/23/25 (a)(b)			1,000		987,500
Babson CLO Ltd., Series 2014-IIA, Class D, 3.77%, 10/17/26 (a)(b)			500		485,810
Bear Stearns Asset Backed Securities I Trust, Series 2006-HE9, Class 3A, 0.33%, 11/25/36 (a)			210		179,007
Bear Stearns Asset Backed Securities Trust, Series 2004-HE3, Class M2, 1.91%, 4/25/34 (a)			158		144,311
Benefit Street Partners CLO II Ltd., Series 2013-IIA, Class C, 3.79%, 7/15/24 (a)(b)			500		480,816
Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class D1, 5.40%, 7/27/26 (a)(b)			640		587,278
Carrington Mortgage Loan Trust:
Series 2006-NC3, Class A4, 0.43%, 8/25/36 (a)			300		188,196
Series 2006-NC5, Class A3, 0.34%, 1/25/37 (a)			240		147,541
Cedar Funding III CLO Ltd., Series 2014-3A, Class E, 5.06%, 5/20/26 (a)(b)			500		443,294
CIFC Funding Ltd.:
Series 2014-1A, Class D, 3.54%, 4/18/25 (a)(b)			250		235,183
Series 2014-4A, Class D, 3.69%, 10/17/26 (a)(b)			1,000		947,060
CWHEQ Revolving Home Equity Loan Trust, Series 2006-G, Class 2A, 0.34%, 10/15/36 (a)			393		331,261
Dryden 33 Senior Loan Fund, Series 2014-33A, Class D, 3.94%, 7/15/26 (a)(b)			750		733,367
GoldenTree Loan Opportunities IX Ltd., Series 2014-9A, Class D, 3.79%, 10/29/26 (a)(b)			750		726,738
Great Wolf Trust, Series 2015-WOLF, Class D, 3.69%, 5/15/34 (a)(b)			500		500,121
Highbridge Loan Management Ltd.:
Series 6A-2015, Class D, 1.27%, 5/05/27 (a)(b)			500		485,000

Asset-Backed Securities		Par   (000)		Value
Series 6A-2015, Class E1, 5.72%, 5/05/27 (a)(b)	USD		500	$	465,000
Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-A, Class A4, 0.49%, 3/25/36 (a)			220		141,966
Invitation Homes Trust, Series 2015-SFR3, Class E, 3.93%, 8/17/32 (a)(b)			500		492,137
JPMorgan Mortgage Acquisition Trust, Series 2006-NC1, Class A5, 0.46%, 4/25/36 (a)			170		146,944
Long Beach Mortgage Loan Trust:
Series 2006-3, Class 2A3, 0.37%, 5/25/46 (a)			353		151,751
Series 2006-3, Class 2A4, 0.46%, 5/25/46 (a)			322		140,632
Series 2006-4, Class 1A, 0.34%, 5/25/36 (a)			702		402,900
Neuberger Berman CLO XII Ltd., Series 2012-12AR, Class ER, 6.55%, 7/25/23 (a)(b)			250		250,609
Neuberger Berman CLO XVIII Ltd., Series 2014-18A, Class C, 4.03%, 11/14/25 (a)(b)			250		243,173
Oakwood Mortgage Investors, Inc., Series 1998-D, Class M1, 7.42%, 1/15/29 (b)			446		445,379
Octagon Investment Partners XXII Ltd, Series 2014-1A, Class E1, 5.42%, 11/22/25 (a)(b)			250		229,200
OZLM VII Ltd., Series 2014-7A, Class D, 5.29%, 7/17/26 (a)(b)			500		457,501
OZLM XII Ltd., Series 2015-12A, Class C, 3.98%, 4/30/27 (a)(b)			500		480,270
Progress Residential Trust, Series 2014-SFR1, Class E, 4.34%, 10/17/31 (a)(b)			500		504,839
RASC Trust, Series 2002-KS4, Class AIIA, 0.69%, 7/25/32 (a)			681		593,755
Sound Point CLO III Ltd., Series 2013-2A, Class D, 4.19%, 7/15/25 (a)(b)			500		491,709
Sound Point CLO VII Ltd., Series 2014-3A, Class D, 3.89%, 1/23/27 (a)(b)			500		479,243
Soundview Home Loan Trust, Series 2007-NS1, Class A4, 0.49%, 1/25/37 (a)			200		131,671
Voya CLO Ltd.:
Series 2012-2AR, Class ER, 6.29%, 10/15/22 (a)(b)			500		499,987
Series 2014-4A, Class C, 4.17%, 10/14/26 (a)(b)			250		249,215
Series 2014-4A, Class D, 5.67%, 10/14/26 (a)(b)			1,000		939,958
Series 2015-1A, Class D, 5.88%, 4/18/27 (a)(b)			1,000		956,000

Portfolio Abbreviations
ADR	American Depositary Receipts	GBP	British Pound	PLN	Polish Zloty
AKA	Also Known As	GDR	Global Depositary Receipts	REIT	Real Estate Investment Trust
CAD	Canadian Dollar	LIBOR	London Interbank Offered Rate	S&P	Standard & Poor’s
CLO	Collateralized Loan Obligation	LP	Limited Partnership	SGD	Singapore Dollar
CNH	Chinese Yuan Offshore	MLP	Master Limited Partnership	SPDR	Standard & Poor’s Depositary Receipts
DKK	Danish Krone	MXN	Mexican Peso	USD	U.S. Dollar
ETF	Exchange Traded Fund	NVDR	Non-Voting Depository Receipts	WIBOR	Warsaw Interbank Offered Rate
EUR	Euro	OTC	Over-the-counter	ZAR	South African Rand
FKA	Formerly Known As	PIK	Payment-in-kind

See Notes to Financial Statements.

10 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
Voya Ltd., Series 2012-4A, Class C, 4.79%, 10/15/23 (a)(b)	USD		250	$	250,643
Total Asset-Backed Securities — 13.0%					21,098,659
Common Stocks		Shares
Oil, Gas & Consumable Fuels — 5.0%
Antero Midstream Partners LP			3,470		92,580
Columbia Pipeline Partners LP			13,260		310,814
Delek Logistics Partners LP			6,730		285,554
Dominion Midstream Partners LP			12,900		453,048
Enable Midstream Partners LP			2,750		44,990
Energy Transfer Equity LP			5,240		157,619
Energy Transfer Partners LP			4,500		230,400
Enterprise Products Partners LP			29,700		841,401
EQT Midstream Partners LP			3,440		271,003
Genesis Energy LP			7,620		338,252
Kinder Morgan, Inc.			7,030		243,519
Magellan Midstream Partners LP			9,720		684,288
MarkWest Energy Partners LP			11,290		738,818
MPLX LP			4,850		270,097
ONEOK Partners LP			3,990		129,236
ONEOK, Inc.			1,630		61,598
PBF Logistics LP			1,970		45,113
Phillips 66 Partners LP			2,020		125,866
Plains All American Pipeline LP			9,290		387,857
Rose Rock Midstream LP			1,480		58,978
Shell Midstream Partners LP			18,170		771,498
Sunoco Logistics Partners LP			10,900		407,878
Targa Resources Corp.			730		64,569
Targa Resources Partners LP			4,160		155,750
Tesoro Logistics LP			4,321		226,577
Valero Energy Partners LP			2,970		139,501
The Williams Cos., Inc.			750		39,360
Williams Partners LP			10,930		504,201
					8,080,365
Real Estate Investment Trusts (REITs) — 6.2%
Assura PLC			531,996		452,780
CapitaRetail China Trust			165,800		192,106
Charter Hall Retail REIT			189,072		594,759
Community Healthcare Trust, Inc. (c)			10,407		196,380
Empiric Student Property PLC			122,665		206,884
EPR Properties			14,406		822,871
Eurocommercial Properties NV			13,260		572,125
Federation Centres			232,895		509,707
Gramercy Property Trust, Inc.			7,447		182,154
Japan Rental Housing Investments, Inc.			676		447,783
Japan Senior Living Investment Corp. (c)			162		235,285
Liberty Property Trust			14,023		477,203
The Link REIT			52,000		305,712
National Health Investors, Inc.			7,426		484,547
National Storage REIT			307,985		376,587
Parkway Life Real Estate Investment Trust (d)			127,900		226,553
Prologis, Inc.			13,334		541,494
Ramco-Gershenson Properties Trust			27,899		472,609
Retail Properties of America, Inc., Class A			21,861		318,296
SPH REIT			253,900		188,780
STAG Industrial, Inc.			23,717		465,802
Tritax Big Box REIT PLC			152,522		281,119
UDR, Inc.			21,007		710,247
Vastned Retail NV			8,060		366,361
Wereldhave NV			6,590		389,737
					10,017,881

Common Stocks		Shares		Value
Real Estate Management & Development — 1.4%
Atrium Ljungberg AB, B Shares			31,067	$	428,908
Croesus Retail Trust			461,500		309,494
First Capital Realty, Inc.			24,742		350,173
LEG Immobilien AG			7,371		536,407
Picton Property Income Ltd.			232,325		268,479
Sponda OYJ			111,904		444,893
					2,338,354
Total Common Stocks — 12.6%					20,436,600
Corporate Bonds		Par   (000)
Airlines — 0.3%
SriLankan Airlines Ltd., 5.30%, 6/27/19	USD		400		392,720
Banks — 2.1%
Barclays Bank PLC, 7.63%, 11/21/22			200		230,625
Barclays PLC, 4.38%, 9/11/24			275		268,498
Chong Hing Bank Ltd., 6.50% (a)(e)			200		206,018
Commerzbank AG, 8.13%, 9/19/23 (b)			575		670,772
Cooperatieve Centrale Raiffeisen- Boerenleenbank BA, 5.25%, 8/04/45			250		254,558
Development Bank of Mongolia LLC, 5.75%, 3/21/17			250		240,000
ICICI Bank Ltd., 7.25% (a)(e)			400		412,000
Popular, Inc., 7.00%, 7/01/19			495		475,200
Société Générale SA, 4.25%, 4/14/25 (b)			200		190,787
State Bank of India, 7.14% (a)(e)			100		104,831
SunTrust Banks, Inc., 5.63% (a)(e)			375		376,875
					3,430,164
Capital Markets — 0.6%
Credit Suisse AG, 6.50%, 8/08/23 (b)			200		221,000
Huarong Finance II Co. Ltd., 5.50%, 1/16/25			500		521,634
Zhongrong International Bonds 2015 Ltd., 6.00%, 6/15/18			200		198,370
					941,004
Construction & Engineering — 0.3%
Pratama Agung Pte Ltd., 6.25%, 2/24/20			450		438,860
Diversified Financial Services — 0.7%
Royal Bank of Scotland Group PLC:
6.00%, 12/19/23			450		482,351
5.13%, 5/28/24			550		555,767
					1,038,118
Diversified Telecommunication Services — 0.4%
AT&T, Inc., 4.75%, 5/15/46			375		345,871
Verizon Communications, Inc., 4.52%, 9/15/48 (b)			375		333,241
					679,112
Hotels, Restaurants & Leisure — 0.3%
Starwood Schulte, 0.19%, 6/30/17			500		500,000
Insurance — 0.3%
Genworth Holdings, Inc., 4.80%, 2/15/24			300		261,563

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 11

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Insurance (concluded) —
Prudential Financial, Inc., 5.38%, 5/15/45 (a)	USD		32	$	31,600
QBE Insurance Group Ltd., 6.75%, 12/02/44 (a)			200		211,990
					505,153
Internet & Catalog Retail — 0.2%
QVC, Inc., 4.85%, 4/01/24			375		375,615
Media — 0.2%
CCO Safari II LLC:
4.91%, 7/23/25 (b)			185		185,410
6.38%, 10/23/35 (b)			100		102,228
6.83%, 10/23/55 (b)			75		77,128
					364,766
Metals & Mining — 0.4%
BHP Billiton Finance USA Ltd., 5.00%, 9/30/43			325		335,217
Vedanta Resources PLC, 6.00%, 1/31/19			300		279,168
					614,385
Oil, Gas & Consumable Fuels — 1.3%
Energy Transfer Partners LP, 5.15%, 3/15/45			375		328,698
Enterprise Products Operating LLC, 4.90%, 5/15/46			350		328,815
Greenko Dutch BV, 8.00%, 8/01/19			400		376,000
Kinder Morgan, Inc., 5.05%, 2/15/46			375		318,423
Noble Group Ltd., 6.00%, 1/29/20			200		138,000
Reliance Holding USA, Inc., 5.40%, 2/14/22			500		543,937
					2,033,873
Real Estate Management & Development — 2.6%
Central Plaza Development Ltd., 7.13% (a)(e)			300		310,800
China Aoyuan Property Group Ltd., 10.88%, 5/26/18			200		199,950
Country Garden Holdings Co. Ltd.:
7.50%, 3/09/20			400		416,112
7.25%, 4/04/21			400		407,520
KWG Property Holding Ltd., 8.98%, 1/14/19			300		305,959
Lodha Developers International Ltd., 12.00%, 3/13/20			400		404,000
Logan Property Holdings Co. Ltd., 11.25%, 6/04/19			200		209,750
Pakuwon Prima Pte. Ltd., 7.13%, 7/02/19			250		251,251
Theta Capital Pte. Ltd., 7.00%, 4/11/22			200		201,130
Trillion Chance Ltd., 8.50%, 1/10/19			400		391,420
Vingroup JSC, 11.63%, 5/07/18			300		322,525
Wanda Properties Overseas Ltd., 4.88%, 11/21/18			400		413,435
Yuzhou Properties Co. Ltd.:
8.75%, 10/04/18			200		203,000
9.00%, 12/08/19			200		200,500
					4,237,352
Semiconductors & Semiconductor Equipment — 0.2%
Global A&T Electronics Ltd., 10.00%, 2/01/19			400		358,008
Software — 0.1%
Rolta LLC, 10.75%, 5/16/18			250		216,984
Specialty Retail — 0.1%
Pacific Emerald Pte. Ltd., 9.75%, 7/25/18			200		208,760
Tobacco — 0.3%
Philip Morris International, Inc., 4.25%, 11/10/44			375		360,006

Corporate Bonds		Par   (000)		Value
Tobacco (concluded)
Reynolds American, Inc., 5.85%, 8/15/45	USD		125	$	134,408
					494,414
Total Corporate Bonds — 10.4%					16,829,288
Foreign Government Obligations
Indonesia — 0.2%
Republic of Indonesia, 5.13%, 1/15/45			400		385,000
Mongolia — 0.3%
Mongolian People’s Republic, 5.13%, 12/05/22			200		172,000
Trade & Development Bank of Mongolia LLC, 9.38%, 5/19/20			250		256,500
					428,500
Sri Lanka — 0.1%
Republic of Sri Lanka, 6.25%, 10/04/20			200		206,000
Total Foreign Government Obligations — 0.6%					1,019,500
Investment Companies		Shares
AllianceBernstein Global High Income Fund, Inc.			90,903		1,059,929
BlackRock Floating Rate Income Portfolio, Institutional Class (f)			412,515		4,240,649
Cohen & Steers Limited Duration Preferred and Income Fund, Inc.			42,620		1,005,406
Eaton Vance Limited Duration Income Fund			77,083		1,044,475
Eaton Vance Senior Income Trust			144,029		897,301
First Trust High Income Long/Short Fund			61,309		925,766
Invesco Senior Income Trust			84,865		375,952
iShares 10+ Year Credit Bond ETF (f)			38,600		2,239,572
iShares iBoxx $ High Yield Corporate Bond ETF (f)			68,020		5,983,719
MFS Charter Income Trust			107,703		906,859
MFS Multimarket Income Trust			126,569		755,617
Nuveen Floating Rate Income Fund			100,710		1,074,576
Nuveen Floating Rate Income Opportunity Fund			67,301		728,197
Nuveen Mortgage Opportunity Term Fund			40,072		905,226
Nuveen Preferred Income Opportunities Fund			60,025		551,630
Nuveen Senior Income Fund			146,497		928,791
SPDR Barclays High Yield Bond ETF (d)			33,077		1,255,934
SPDR Barclays Long Term Corporate Bond ETF			36,266		1,418,368
Voya Prime Rate Trust			157,734		850,186
Wells Fargo Advantage Income Opportunities Fund			135,920		1,102,311
Wells Fargo Advantage Multi-Sector Income Fund			71,089		882,214
Total Investment Companies — 17.9%					29,132,678

See Notes to Financial Statements.

12 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations — 3.2%
Alternative Loan Trust:
Series 2005-16, Class A1, 1.81%, 6/25/35 (a)	USD		161	$	144,084
Series 2005-72, Class A3, 0.49%, 1/25/36 (a)			233		188,455
Series 2006-OA14, Class 1A1, 1.90%, 11/25/46 (a)			205		172,868
Series 2006-OA6, Class 1A2, 0.40%, 7/25/46 (a)			224		194,363
Series 2006-OA8, Class 1A1, 0.38%, 7/25/46 (a)			495		406,173
Series 2007-OA3, Class 1A1, 0.33%, 4/25/47 (a)			517		431,894
Credit Suisse Mortgage Trust, Series 2014-TIKI, Class F, 4.01%, 9/15/38 (a)(b)			150		148,693
Deutsche Alt-A Securities Mortgage Loan Trust:
Series 2006-OA1, Class A1, 0.39%, 2/25/47 (a)			458		368,672
Series 2007-OA2, Class A1, 0.94%, 4/25/47 (a)			193		165,484
Freddie Mac Structured Agency Credit Risk Debt Notes:
Series 2015-DN1, Class M3, 4.34%, 1/25/25 (a)			400		404,237
Series 2015-DNA1, Class M3, 3.49%, 10/25/27 (a)			550		532,880
Series 2015-DNA2, Class M3, 4.09%, 12/25/27 (a)			500		496,723
LSTAR Securities Investment Trust, Series 2014-2, Class A, 2.18%, 12/01/21 (a)(b)			455		450,100
Reperforming Loan REMIC Trust, Series 2005-R2, Class 1AF1, 0.53%, 6/25/35 (a)(b)			171		149,891
Structured Asset Mortgage Investments II Trust:
Series 2005-AR8, Class A1A, 0.47%, 2/25/36 (a)			219		177,032
Series 2006-AR1, Class 2A1, 0.42%, 2/25/36 (a)			245		209,925
Series 2006-AR3, Class 11A1, 0.40%, 4/25/36 (a)			304		218,215
Series 2006-AR6, Class 1A3, 0.38%, 7/25/46 (a)			243		165,730
Series 2006-AR6, Class 2A1, 0.38%, 7/25/46 (a)			187		147,679
					5,173,098
Commercial Mortgage-Backed Securities — 3.1%
Banc of America Commercial Mortgage Trust, Series 2007-3, Class AJ, 5.57%, 6/10/49 (a)			150		155,733
BXHTL Mortgage Trust:
Series 2015-JWRZ, Class DR3, 4.08%, 5/15/29 (a)(b)			500		485,000
Series 2015-JWRZ, Class GL3, 3.76%, 5/15/29 (a)(b)			500		475,742
Carefree Portfolio Trust, Series 2014-CARE, Class D, 3.44%, 11/15/19 (a)(b)			150		150,648
CDGJ Commercial Mortgage Trust, Series 2014-BXCH, Class EPA, 4.44%, 12/15/27 (a)(b)			150		150,386
Commercial Mortgage Trust:
Series 2014-CR15, Class XA, 1.34%, 2/10/47 (a)			2,076		132,595
Series 2014-FL5, Class D, 4.19%, 10/15/31 (a)(b)			150		139,032
Core Industrial Trust, Series 2015-CALW, Class G, 3.85%, 2/10/34 (a)(b)			150		139,605

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Commercial Mortgage-Backed Securities (concluded)
GAHR Commercial Mortgage Trust:
Series 2015-NRF, Class FFX, 3.38%, 12/15/19 (a)(b)	USD		500	$	462,117
Series 2015-NRF, Class GFX, 3.38%, 12/15/19 (a)(b)			150		134,861
Hilton USA Trust, Series 2013-HLT, Class EFX, 4.45%, 11/05/30 (a)(b)			150		151,822
Impac CMB Trust, Series 2005-6, Class 1A1, 0.69%, 10/25/35 (a)			627		516,909
JPMorgan Chase Commercial Mortgage Securities Trust:
Series 2006-LDP8, Class D, 5.62%, 5/15/45 (a)			150		150,160
Series 2007-LDPX, Class AM, 5.46%, 1/15/49 (a)			150		155,156
Series 2015-CSMO, Class E, 4.14%, 1/15/32 (a)(b)			650		651,958
LCCM Mortgage Trust, Series 2014-909, Class E, 3.90%, 5/15/31 (a)(b)			150		145,456
Morgan Stanley Capital I Trust, Series 2015-MS1, Class D, 4.16%, 5/15/48 (a)(b)			500		419,690
Wachovia Bank Commercial Mortgage Trust, Series 2007-C33, Class AJ, 5.95%, 2/15/51 (a)			500		516,969
					5,133,839
Total Non-Agency Mortgage-Backed Securities — 6.3%					10,306,937
Preferred Securities
Capital Trusts
Banks — 4.6%
Bank of America Corp.:
6.10% (a)(e)			755		751,603
6.25% (a)(e)			375		375,349
6.50% (a)(e)			230		237,475
Barclays PLC, 6.63% (a)(e)			650		643,924
Citigroup, Inc.:
5.88% (a)(e)			200		201,250
5.95% (a)(e)			900		877,500
6.30% (a)(e)			375		367,500
Citizens Financial Group, Inc., 5.50% (a)(b)(e)			75		73,601
Credit Agricole SA:
6.63% (a)(b)(e)			200		199,250
7.88% (a)(b)(e)			275		285,318
Deutsche Bank AG, 7.50% (a)(e)			600		603,000
Industrial & Commercial Bank of China Ltd., 6.00% (a)(e)			200		208,476
JPMorgan Chase & Co.:
5.30% (a)(e)			650		647,660
7.90% (a)(e)			525		553,875
JPMorgan Chase Capital XXIII, 1.27%, 5/15/47 (a)			20		15,790
Lloyds Banking Group PLC, 7.50% (a)(e)			600		625,500
National Bank of Abu Dhabi PJSC, 5.25% (a)(e)			400		406,500
Société Générale SA, 7.88% (a)(b)(e)			350		355,425
Wells Fargo & Co., 5.88% (a)(e)			95		97,256
					7,526,252

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 13

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Preferred Securities		Par   (000)		Value
Capital Trusts (concluded)
Capital Markets — 2.1%
The Bank of New York Mellon Corp.:
4.50% (a)(e)	USD		375	$	346,875
4.95% (a)(e)			825		820,875
Credit Suisse Group AG:
6.25% (a)(b)(e)			300		292,125
7.50% (a)(b)(e)			300		319,500
The Goldman Sachs Group, Inc., 5.38% (a)			865		859,810
Morgan Stanley:
5.45% (a)(e)			450		447,300
5.55% (a)(e)			90		89,550
State Street Corp., 5.25% (a)(e)			280		282,856
					3,458,891
Consumer Finance — 0.9%
American Express Co., 5.20% (a)(e)			450		450,000
Capital One Financial Corp., 5.55% (a)(e)			925		926,110
					1,376,110
Diversified Financial Services — 0.3%
ING Groep NV, 6.50% (a)(e)			200		196,250
Voya Financial, Inc., 5.65%, 5/15/53 (a)			250		255,400
					451,650
Electric Utilities — 0.2%
Electricite de France SA, 5.25% (a)(b)(e)			275		281,875
Insurance — 1.9%
The Allstate Corp., 6.50%, 5/15/57 (a)			125		140,313
AXA SA, 6.38% (a)(b)(e)			150		159,375
Liberty Mutual Group, Inc.:
7.00%, 3/15/37 (a)(b)			125		128,125
7.80%, 3/07/87 (b)			430		509,550
MetLife Capital Trust IV, 7.88%, 12/15/37 (b)			275		343,750
Nationwide Financial Services, Inc., 6.75%, 5/15/37			175		183,575
Principal Financial Group, Inc., 4.70%, 5/15/55 (a)			425		420,750
Prudential Financial, Inc., 5.63%, 6/15/43 (a)			375		389,456
Reinsurance Group of America, Inc., 6.75%, 12/15/65 (a)			575		531,875
XLIT Ltd., 6.50% (a)(e)			285		241,537
					3,048,306
Oil, Gas & Consumable Fuels — 0.3%
The Williams Cos., Inc., 4.55%, 6/24/24			575		544,224
Total Capital Trusts — 10.3%					16,687,308
Preferred Stocks			Shares
Banks — 0.1%
BB&T Corp., 0.04% (e)			6,000		152,820
Wells Fargo & Co., 5.85% (a)(e)			4,100		105,575
					258,395
Capital Markets — 0.1%
The Goldman Sachs Group, Inc., 6.38% (e)			6,000		159,480
Electric Utilities — 0.2%
Entergy Texas, Inc., 5.63% (e)			5,200		133,224
SCE Trust III, 5.75% (e)			6,000		167,340
					300,564
Insurance — 0.1%
The Allstate Corp., 5.10%, 1/15/53			6,000		156,000
Multi-Utilities — 0.1%
DTE Energy Co., 5.25%, 12/01/62			4,000		96,600

Preferred Securities		Shares		Value
Preferred Stocks (concluded)
Real Estate Investment Trusts (REITs) — 0.1%
Public Storage, 5.20% (e)			6,000	$	144,120
Total Preferred Stocks — 0.7%					1,115,159
Total Preferred Securities — 11.0%					17,802,467
Total Long-Term Investments (Cost — $119,254,575) — 71.8%					116,626,129
Short-Term Securities		Par   (000)
Equity-Linked Notes
Aerospace & Defense — 1.2%
Credit Suisse AG (Honeywell International, Inc.), 9.65%, 9/17/15	USD		5		498,097
Merrill Lynch International & Co. (Raytheon Co.), 9.39%, 10/20/15			2		182,917
Merrill Lynch International & Co. (The Boeing Co.):
11.32%, 9/11/15			2		247,348
10.77%, 9/15/15			2		247,544
Nomura International Funding Pte Ltd. (Raytheon Co.):
9.03%, 10/16/15			2		256,983
8.58%, 10/20/15			1		74,205
Royal Bank of Canada (Lockheed Martin Corp.):
12.53%, 9/10/15			1		201,589
12.37%, 9/11/15			1		201,594
					1,910,277
Air Freight & Logistics — 0.3%
Deutsche Bank AG (Deutsche Post AG):
22.21%, 8/05/15			8		246,024
22.85%, 8/06/15			8		246,392
					492,416
Airlines — 0.8%
Deutsche Bank AG (Delta Air Lines, Inc.), 15.54%, 9/17/15			12		516,907
Merrill Lynch International & Co. (American Airlines Group, Inc.), 25.52%, 10/19/15			9		351,071
Merrill Lynch International & Co. (Southwest Airlines Co.), 19.20%, 10/15/15			10		355,934
					1,223,912
Auto Components — 0.2%
UBS AG (Autoliv, Inc.), 11.62%, 10/05/15			4		391,015
Automobiles — 1.1%
Barclays Bank PLC (Ford Motor Co.), 11.15%, 10/27/15			34		507,629
Credit Suisse AG (Fiat Chrysler Automobiles NV), 20.90%, 9/28/15			30		463,955
Merrill Lynch International & Co. (General Motors Co.), 16.20%, 10/19/15			11		353,599
Nomura International Funding Pte Ltd. (Harley Davidson, Inc.), 12.53%, 10/06/15			8		496,626
					1,821,809
Banks — 1.3%
Credit Suisse AG (Wells Fargo & Co.), 5.59%, 10/02/15			10		594,711
Merrill Lynch International & Co. (Deutsche Bank AG), 11.00%, 10/27/15			7		251,042
Merrill Lynch International & Co. (Nordea Bank AB), 8.00%, 10/05/15			31		394,480

See Notes to Financial Statements.

14 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Short-Term Securities		Par   (000)		Value
Nomura International Funding Pte Ltd. (The Blackstone Group LP):
13.07%, 10/12/15	USD		6	$	238,306
12.99%, 10/13/15			6		238,264
Royal Bank of Canada (Comerica, Inc.), 12.29%, 10/14/15			8		395,286
					2,112,089
Beverages — 1.1%
Credit Suisse AG (Heineken NV):
9.38%, 8/03/15			2		164,340
9.41%, 8/04/15			2		164,797
Credit Suisse AG (SABMiller PLC), 22.70%, 9/04/15			6		316,026
Deutsche Bank AG (PepsiCo, Inc.), 10.43%, 9/15/15			3		302,406
Deutsche Bank AG (SABMiller PLC), 19.72%, 9/08/15			6		318,543
Merrill Lynch International & Co. (Heineken NV), 10.80%, 10/28/15			6		500,911
					1,767,023
Building Products — 0.7%
HSBC Bank PLC (Assa Abloy AB), 10.31%, 10/06/15			10		202,339
Merrill Lynch International & Co. (Assa Abloy AB), 10.00%, 10/05/15			10		200,759
Merrill Lynch International & Co. (Owens Corning), 15.68%, 9/11/15			11		508,108
Merrill Lynch International & Co. (USG Corp.), 13.91%, 10/16/15			9		261,916
					1,173,122
Capital Markets — 0.9%
Credit Suisse AG (Morgan Stanley), 10.50%, 9/10/15			12		487,219
Merrill Lynch International & Co. (The Goldman Sachs Group, Inc.), 8.85%, 10/13/15			2		491,928
Nomura International Funding Pte Ltd. (The Charles Schwab Corp.), 11.74%, 10/13/15			15		510,421
					1,489,568
Chemicals — 1.0%
Deutsche Bank AG (LyondellBasell Industries NV), 15.91%, 10/22/15			5		481,782
Deutsche Bank AG (Monsanto Co.), 11.24%, 9/21/15			3		291,076
Merrill Lynch International & Co. (Akzo Nobel NV), 10.00%, 10/05/15			5		375,882
Wells Fargo & Co. (Celanese Corp.), 13.80%, 9/10/15			6		400,168
					1,548,908
Communications Equipment — 0.2%
Merrill Lynch International & Co. (Cisco Systems, Inc.), 9.12%, 8/11/15			12		339,717
Diversified Financial Services — 0.3%
Merrill Lynch International & Co. (Citigroup, Inc.), 8.54%, 10/09/15			9		500,197
Diversified Telecommunication Services — 0.3%
Deutsche Bank AG (Deutsche Telekom AG), 23.80%, 8/06/15			25		464,439
Electric Utilities — 0.3%
Deutsche Bank AG (Enel SpA), 11.40%, 9/28/15			95		444,736
Food & Staples Retailing — 1.0%
Credit Suisse AG (Koninklijke Ahold NV), 15.67%, 8/19/15			21		411,235
Credit Suisse AG (Metro AG), 18.29%, 8/05/15			2		65,339

Short-Term Securities		Par   (000)		Value
Food & Staples Retailing (concluded)
Deutsche Bank AG (The Kroger Co.), 9.16%, 9/14/15	USD		4	$	316,325
Deutsche Bank AG (Walgreens Boots Alliance, Inc.), 13.98%, 10/06/15			3		313,589
Wells Fargo & Co. (Wal-Mart Stores, Inc.), 8.58%, 8/17/15			8		541,848
					1,648,336
Food Products — 0.6%
Credit Suisse AG (Danone), 9.23%, 9/28/15			7		500,529
Wells Fargo & Co. (Archer-Daniels-Midland Co.), 9.21%, 8/04/15			9		411,355
					911,884
Health Care Equipment & Supplies — 0.7%
Nomura International Funding Pte Ltd. (Abbott Laboratories), 10.24%, 10/19/15			10		499,197
Wells Fargo & Co. (Medtronic PLC), 7.10%, 8/12/15			8		666,279
					1,165,476
Health Care Providers & Services — 0.3%
Merrill Lynch International & Co. (Quest Diagnostics, Inc.):
11.94%, 10/16/15			1		83,220
11.62%, 10/20/15			1		83,208
11.61%, 10/21/15			1		83,183
Nomura International Funding Pte Ltd. (CIGNA Corp.), 10.69%, 10/19/15			1		152,231
					401,842
Hotels, Restaurants & Leisure — 3.0%
Credit Suisse AG (Accor SA):
14.62%, 8/26/15			1		62,922
14.56%, 8/27/15			1		62,947
Credit Suisse AG (Jack in the Box, Inc.):
13.30%, 8/19/15			3		290,085
13.16%, 8/21/15			3		289,998
JP Morgan Structured Products BV (Accor SA):
15.04%, 8/21/15			1		63,039
14.78%, 8/24/15			1		63,150
Nomura International Funding Pte Ltd. (Hilton Worldwide Holdings, Inc.):
12.18%, 10/26/15			9		252,015
12.22%, 10/27/15			9		252,015
Royal Bank of Canada (Darden Restaurants, Inc.), 14.48%, 9/03/15			8		565,178
Royal Bank of Canada (MGM Resorts International), 20.41%, 8/05/15			25		485,278
Société Générale SA (Accor SA), 5.15%, 8/25/15			1		65,072
Société Générale SA (Carnival Corp.):
9.78%, 9/04/15			7		339,658
9.27%, 9/07/15			7		339,753
Société Générale SA (Domino’s Pizza, Inc.), 12.48%, 9/17/15			4		406,326
Société Générale SA (MGM Resorts International):
21.53%, 8/05/15			17		329,957
21.28%, 8/06/15			17		329,555
Wells Fargo & Co. (Hilton Worldwide Holdings, Inc. (HLT)), 14.14%, 8/03/15			23		687,230
					4,884,178
Household Durables — 1.5%
Canadian Imperial Bank of Commerce (Whirlpool Corp.):
14.00%, 10/06/15			1		252,844

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 15

Schedule of Investments (continued)	BlackRock Dynamic High Income Portfolio
	(Percentages shown are based on Net Assets)

Short-Term Securities		Par   (000)		Value
Household Durables (concluded)
14.20%, 10/07/15	USD		1	$	252,767
Deutsche Bank AG (Lennar Corp.):
10.19%, 8/31/15			6		300,208
10.65%, 9/01/15			6		300,318
HSBC Bank PLC (Electrolux AB), 13.98%, 10/05/15			14		394,749
Nomura International Funding Pte Ltd. (GoPro, Inc.), 39.71%, 9/11/15			8		511,122
Nomura International Funding Pte Ltd. (Mohawk Industries, Inc.):
13.06%, 10/16/15			1		202,766
12.70%, 10/20/15			1		202,774
					2,417,548
Industrial Conglomerates — 0.5%
Credit Suisse AG (Siemens AG), 10.77%, 8/04/15			4		464,624
HSBC Bank PLC (Siemens AG), 14.13%, 9/25/15			5		421,584
					886,208
Insurance — 0.7%
HSBC Bank PLC (Aegon NV):
16.12%, 8/13/15			21		165,555
16.51%, 8/14/15			21		164,622
16.07%, 8/17/15			21		164,749
Nomura International Funding Pte Ltd. (Prudential Financial, Inc.), 12.69%, 10/20/15			2		133,932
Wells Fargo & Co. (American International Group, Inc.), 6.31%, 8/04/15			9		572,038
					1,200,896
Leisure Products — 0.2%
Royal Bank of Canada (Hasbro, Inc.), 12.94%, 9/10/15			5		393,387
Machinery — 0.2%
HSBC Bank PLC (Volvo AB, B Shares), 12.46%, 10/05/15			33		392,285
Media — 0.6%
Merrill Lynch International & Co. (Publicis Groupe SA):
13.50%, 9/28/15			3		249,418
13.40%, 9/29/15			3		249,443
Nomura International Funding Pte Ltd. (Time Warner Cable, Inc.), 13.01%, 10/02/15			3		499,084
					997,945
Multi-Utilities — 0.3%
Credit Suisse AG (Sempra Energy), 9.62%, 8/07/15			5		533,084
Pharmaceuticals — 0.3%
Société Générale SA (GlaxoSmithKline PLC), 16.24%, 8/21/15			13		560,904
Real Estate Investment Trusts (REITs) — 0.2%
Deutsche Bank AG (General Growth Properties, Inc.):
25.76%, 8/05/15			6		154,039
25.25%, 8/06/15			6		153,795
					307,834

Short-Term Securities		Par   (000)		Value
Road & Rail — 0.9%
HSBC Bank PLC (CSX Corp.), 13.12%, 9/17/15	USD		15	$	477,728
Merrill Lynch International & Co. (J.B. Hunt Transport Services, Inc.), 9.74%, 9/17/15			3		251,832
Merrill Lynch International & Co. (Kansas City Southern), 11.92%, 9/17/15			1		128,397
Nomura International Funding Pte Ltd. (J.B. Hunt Transport Services, Inc.), 9.69%, 9/18/15			2		200,865
Royal Bank of Canada (Kansas City Southern):
11.95%, 9/17/15			1		124,976
11.89%, 9/18/15			2		203,126
					1,386,924
Software — 0.9%
Deutsche Bank AG (Adobe Systems, Inc.), 13.52%, 9/18/15			4		302,383
Deutsche Bank AG (Salesforce.com, Inc.), 20.05%, 8/19/15			7		535,442
Wells Fargo & Co. (Activision Blizzard, Inc.), 9.14%, 8/05/15			26		662,481
					1,500,306
Specialty Retail — 1.0%
Royal Bank of Canada (AutoZone, Inc.), 6.08%, 9/03/15			1		574,757
UBS AG (Lowe’s Cos., Inc.), 9.91%, 8/14/15			8		558,138
UBS AG (The Home Depot, Inc.), 9.35%, 8/13/15			4		517,130
					1,650,025
Technology Hardware, Storage & Peripherals — 0.4%
HSBC Bank PLC (Apple, Inc.), 13.07%, 10/02/15			5		580,682
Textiles, Apparel & Luxury Goods — 0.6%
Credit Suisse AG (Industria de Diseno Textil SA):
18.52%, 9/16/15			5		156,308
16.71%, 9/17/15			5		162,989
Royal Bank of Canada (NIKE, Inc., Class B), 12.65%, 8/04/15			5		567,105
					886,402
Tobacco — 0.6%
Credit Suisse AG (Altria Group, Inc.), 12.80%, 9/22/15			9		502,164
Nomura International Funding Pte Ltd. (Philip Morris International, Inc.), 8.65%, 10/13/15			6		502,766
					1,004,930
Trading Companies & Distributors — 0.4%
The Goldman Sachs Group, Inc. (HD Supply Holdings, Inc.), 11.75%, 8/19/15-8/21/15			16		568,984
Wireless Telecommunication Services — 0.3%
Deutsche Bank AG (Vodafone Group PLC):
15.35%, 9/28/15			67		250,966
15.28%, 9/29/15			67		251,011
					501,977
Total Equity-Linked Notes — 24.9%					40,461,265

See Notes to Financial Statements.

16 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Dynamic High Income Portfolio

Short-Term Securities		Shares		Value
Money Market Funds — 7.1%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.08% (f)(g)			10,065,056	$	10,065,056
		Beneficial Interest (000)
BlackRock Liquidity Series, LLC, Money Market Series, 0.22% (f)(g)(h)	USD		1,457		1,456,614
Total Money Market Funds — 7.1%					11,521,670
Total Short-Term Securities (Cost — $51,947,595) — 32.0%				$	51,982,935

Options Purchased	Value
(Cost — $252,251) — 0.0%	$	74,330
Total Investments (Cost — $171,454,421) — 103.8%	$	168,683,394
Liabilities in Excess of Other Assets — (3.8)%		(6,163,157	)
Net Assets — 100.0%	$	162,520,237

      Notes to Schedule of Investments

(a) Variable rate security. Rate shown is as of report date.

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

(c) Non-income producing security.

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

(e) Security is perpetual in nature and has no stated maturity date.

(f) During the period ended July 31, 2015, investments in issuers considered to be affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares/ Beneficial Interest Purchased		Shares Sold		Shares/ Beneficial Interest Held at July 31, 2015		Value at July 31, 2015		Income		Realized Loss
BlackRock Liquidity Funds, TempFund, Institutional Class		10,065,0561		—		10,065,056	$	10,065,056	$	61,000		—
BlackRock Liquidity Series, LLC, Money Market Series	$	1,456,6141		—	$	1,456,614	$	1,456,614	$	5,1292		—
BlackRock Floating Rate Income Portfolio, Institutional Class		412,515		—		412,515	$	4,240,649		—		—
iShares 10+ Year Credit Bond ETF		38,600		—		38,600	$	2,239,572	$	8,163		—
iShares Emerging Markets Dividend ETF		33,882		33,882		—		—	$	1,780	$	(74,218	)
iShares iBoxx $ High Yield Corporate Bond ETF		100,199		32,179		68,020	$	5,983,719	$	49,322	$	(48,794	)

¹ Represents net shares/beneficial interest purchased.

² Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

(g) Represents the current yield as of report date.

(h) Security was purchased with the cash collateral from loaned securities. The Fund may withdraw up to 25% of its investment daily, although the manager of the BlackRock Liquidity Series, LLC, Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

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

      Derivative Financial Instruments Outstanding as of July 31, 2015

      Financial Futures Contracts

Contracts Long (Short)	Issue	Exchange	Expiration	Notional Value			Unrealized Appreciation (Depreciation)
18	Australian Government Bonds (10 Year)	Sydney	September 2015		USD	12,484,989		$  34,893
20	E-Mini MSCI Emerging Markets Index Futures	InterContinental Exchange	September 2015		USD	900,000		(55,700	)
173	E-Mini S&P 500 Futures	Chicago Mercantile	September 2015		USD	18,151,160		7,620
(6)	Euro Currency Futures	Chicago Mercantile	September 2015		USD	822,825		12,091
352	Euro STOXX 50 Index	Eurex	September 2015		USD	13,909,285		447,713
11	U.S. Treasury Bonds (30 Year)	Chicago Board of Trade	September 2015		USD	1,715,313		16,271

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 17

Schedule of Investments (continued) BlackRock Dynamic High Income Portfolio

Contracts Long (Short)	Issue	Exchange	Expiration	Notional Value			Unrealized Appreciation (Depreciation)
22	U.S. Treasury Notes (10 Year)	Chicago Board of Trade	September 2015		USD	2,803,625		39,593
5	U.S. Ultra Treasury Bonds	Chicago Board of Trade	September 2015		USD	797,656		2,306
Total								$504,787

      Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date	Unrealized Appreciation
MXN	180,000	USD	10,862	Goldman Sachs International	10/20/15		$  238
MXN	2,135,000	USD	130,342	HSBC Bank PLC	10/20/15		1,322
USD	6,643	MXN	105,676	Goldman Sachs International	10/20/15		126
USD	228,421	MXN	3,634,044	Goldman Sachs International	10/20/15		4,313
USD	48,401	MXN	783,000	Royal Bank of Canada	10/20/15		114
Total							$6,113

      Exchange-traded options purchased

Description	Put/ Call	Expiration Date	Strike Price	Contracts		Value
S&P 500 Index	Call	9/18/15	USD 2,190.00		54		$14,175
S&P 500 Index	Call	9/18/15	USD 2,200.00		46		7,935
S&P 500 Index	Call	12/19/15	USD 2,200.00		28		52,220
Total							$74,330

      Derivative Financial Instruments Categorized by Risk Exposure

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure. For information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

As of July 31, 2015, the fair values of derivative financial instruments were as follows:

	Statements of Assets and Liabilities Location	Commodity Contracts	Credit Contracts	Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Total
Derivative Financial Instruments - Assets
Financial futures contracts	Net unrealized appreciation1	—	—		$455,333		$12,091		$93,063		$560,487
Forward foreign currency exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts	—	—		—		6,113		—		6,113
Options purchased	Investments at value —  unaffiliated2	—	—		74,330		—		—		74,330
Total		—	—		$529,663		$18,204		$93,063		$640,930
	Statements of Assets and Liabilities Location	Commodity Contracts	Credit Contracts	Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Total
Derivative Financial Instruments - Liabilities
Financial futures contracts	Net unrealized depreciation1	—	—	$	55,700		—		—	$	55,700
Total		—	—	$	55,700		—		—	$	55,700

¹  Includes cumulative appreciation (depreciation) on financial futures contracts, if any, as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

²  Includes options purchased at value as reported in the Schedules of Investments.

See Notes to Financial Statements.

18 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Dynamic High Income Portfolio

For the period ended July 31, 2015, the effect of derivative financial instruments in the Statements of Operations was as follows:

	Commodity Contracts	Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts			Total
Net Realized Gain (Loss) from:
Financial futures contracts	—		—	$	22,058		$	155,653	$	(18,704	)	$	159,007
Foreign currency transactions	—		—		—			8,170		—			8,170
Options1	—		—		(7,211	)		—		—			(7,211	)
Swaps	—	$	12,304		—			—		—			12,304
Total	—	$	12,304	$	14,847		$	163,823	$	(18,704	)	$	172,270

	Commodity Contracts	Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts		Interest Rate Contracts		Total
Net Change in Unrealized Appreciation (Depreciation) on:
Financial futures contracts	—		—	$	399,633		$	12,091	$	93,063	$	504,787
Foreign currency translations	—		—		—			6,113		—		6,113
Options2	—		—		(177,921	)		—		—		(177,921	)
Total	—		—	$	221,712		$	18,204	$	93,063	$	332,979

¹ Options purchased are included in net realized gain (loss) from investments.

² Options purchased are included in net change in unrealized appreciation (depreciation) on investments.

For the period ended July 31, 2015, the average quarterly balances of outstanding derivative financial instruments were as follows:

Financial futures contracts:
Average notional value of contracts - long	$	29,311,501
Average notional value of contracts - short	$	3,249,869
Forward foreign currency exchange contracts:
Average amounts purchased - in USD	$	158,886
Average amounts sold - in USD	$	47,068
Options:
Average value of option contracts purchased	$	51,533
Credit default swaps:
Average notional value - sell protection	$	376,667

      Derivative Financial Instruments - Offsetting as of July 31, 2015

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

	Assets			Liabilities
Derivative Financial Instruments:
Financial futures contracts	$	126,336		$	46,408
Forward foreign currency exchange contracts		6,113			—
Options		74,330	1		—
Total derivative assets and liabilities in the Statements of Assets and Liabilities	$	206,779		$	46,408
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(200,666	)		(46,408	)
Total derivative assets and liabilities subject to an MNA	$	6,113			—

¹ Includes options purchased at value which is included in Investments at value - unaffiliated in the Statement of Assets and Liabilities and reported in the Schedule of Investments.

Counterparty	Derivative Assets Subject to an MNA  by Counterparty		Derivatives Available for Offset	Non-cash Collateral Received	Cash Collateral Received	Net Amount of Derivative Assets2
Goldman Sachs International		$4,677	—	—	—		$4,677
HSBC Bank PLC		1,322	—	—	—		1,322
Royal Bank of Canada		114	—	—	—		114
Total		$6,113	—	—	—		$6,113

² The amount of derivatives available for offset is limited to the amount of assets and/or liabilities that are subject to an MNA.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 19

Schedule of Investments (continued) BlackRock Dynamic High Income Portfolio

        Fair Value Hierarchy as of July 31, 2015

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

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

	Level 1				Level 2				Level 3			Total
Assets:
Investments:
Long-Term Investments:
Asset-Backed Securities			—			$	15,723,672			$	5,374,987		$	21,098,659
Common Stocks1		$	16,253,934				4,182,666				—			20,436,600
Corporate Bonds1			—				16,329,288				500,000			16,829,288
Foreign Government Obligations			—				1,019,500				—			1,019,500
Investment Companies			29,132,678				—				—			29,132,678
Non-Agency Mortgage-Backed Securities			—				8,336,800				1,970,137			10,306,937
Preferred Securities1			1,115,159				16,687,308				—			17,802,467
Options Purchased:
Equity Contracts			74,330				—				—			74,330
Short-Term Securities:
Equity-Linked Notes1			—				40,461,265				—			40,461,265
Money Market Funds			10,065,056				1,456,614				—			11,521,670
Total		$	56,641,157			$	104,197,113			$	7,845,124		$	168,683,394
1    See above Schedule of Investments for values in each industry.
	Level 1				Level 2				Level 3			Total
Derivative Financial Instruments2
Assets:
Equity contracts		$	455,333				—				—		$	455,333
Foreign currency exchange contracts			12,091			$	6,113				—			18,204
Interest rate contracts			93,063				—				—			93,063
Liabilities:
Equity contracts			(55,700	)			—				—			(55,700	)
Total		$	504,787			$	6,113				—		$	510,900
2   Derivative financial instruments are financial futures contracts and forward foreign currency exchange contracts, which are valued at the unrealized appreciation/depreciation on the instrument. The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial reporting purposes. As of July 31, 2015, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:
	Level 1				Level 2				Level 3			Total
Assets:
Cash		$	1,228,803				—				—		$	1,228,803
Cash pledged for financial futures contracts			1,944,100				—				—			1,944,100
Foreign currency at value			9,375				—				—			9,375
Liabilities:
Collateral on securities loaned at value			—			$	(1,456,614	)			—			(1,456,614	)
Total		$	3,182,278			$	(1,456,614	)			—		$	1,725,664

See Notes to Financial Statements.

20 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (concluded) BlackRock Dynamic High Income Portfolio

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

	Asset- Backed Securities				Corporate Bonds			Non- Agency Mortgage- Backed Securities				Total
Assets:
Opening Balance, as of November 3, 20141			—				—			—				—
Transfers into Level 3			—				—			—				—
Transfers out of Level 3			—				—			—				—
Accrued discounts/premiums		$	1,614				—		$	721			$	2,335
Net realized gain (loss)			—				—			56				56
Net change in unrealized appreciation/depreciation2			(10,821)				—			6,374				(4,447	)
Purchases			5,384,194			$	500,000			1,968,539				7,852,733
Sales			—				—			(5,553	)			(5,553	)
Closing Balance, as of July 31, 2015		$	5,374,987			$	500,000		$	1,970,137			$	7,845,124
Net change in unrealized appreciation/depreciation on investments still held at July 31, 2015		$	(10,821	)			—		$	6,374			$	(4,447	)

¹ Commencement of operations.

² Included in the related net change in unrealized appreciation/depreciation in the Statements of Operations.

The Fund’s investments that are categorized as Level 3 were valued utilizing third party pricing information without adjustment. Such valuations are based on unobservable inputs. A significant change in third party information could result in a significantly lower or higher value of such Level 3 investments.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 21

Schedule of Investments July 31, 2015	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
ACAS CLO Ltd., Series 2015-1A, Class A1, 1.68%, 4/18/27 (a)(b)	USD		2,400	$	2,397,590
ACE Securities Corp. Home Equity Loan Trust, Series 2006-CW1, Class A2D, 0.45%, 7/25/36 (b)			4,000		2,223,095
Adirondack Park CLO Ltd., Series 2013-1A, Class D, 3.94%, 4/15/24 (a)(b)			2,500		2,451,532
ALM II Ltd., Series 2015-12A, Class B, 3.54%, 4/16/27 (a)(b)			1,000		999,500
ALM V Ltd.:
Series 2012-5A, Class A1R, 1.51%, 2/13/23 (a)(b)			2,500		2,499,981
Series 2012-5A, Class A2R, 2.44%, 10/18/27 (a)(b)			7,000		6,955,200
Series 2012-5A, Class BR, 3.29%, 10/18/27 (a)(b)			2,000		1,986,400
Series 2012-5A, Class C, 4.78%, 2/13/23 (a)(b)			2,750		2,750,027
Series 2012-5A, Class CR, 4.19%, 10/18/27 (a)(b)			3,000		2,979,600
Series 2012-5A, Class D, 5.78%, 2/13/23 (a)(b)			5,345		5,344,999
Series 2012-5A, Class DR, 6.29%, 10/18/27 (a)(b)			5,000		4,870,000
ALM VI Ltd., Series 2012-6A, Class B2R, 3.09%, 7/15/26 (a)(b)			1,950		1,950,000
ALM VII Ltd., Series 2012-7A, Class C, 4.79%, 10/19/24 (a)(b)			1,000		1,000,159
ALM VII R Ltd.:
Series 2013-7RA, Class C, 3.74%, 4/24/24 (a)(b)			2,500		2,438,262
Series 2013-7RA, Class D, 5.29%, 4/24/24 (a)(b)			2,000		1,945,499
ALM VII R-2 Ltd.:
Series 2013-7R2A, Class A2, 2.14%, 4/24/24 (a)(b)			7,750		7,668,203
Series 2013-7R2A, Class B, 2.89%, 4/24/24 (a)(b)			2,000		1,957,468
ALM VIII Ltd.:
Series 2013-8A, Class C, 3.49%, 1/20/26 (a)(b)			3,200		3,052,885
Series 2013-8A, Class D, 4.79%, 1/20/26 (a)(b)			2,000		1,796,997
ALM X Ltd., Series 2013-10A, Class A2, 2.29%, 1/15/25 (a)(b)			1,500		1,488,328
ALM XIV Ltd.:
Series 2014-14A, Class A1, 1.72%, 7/28/26 (a)(b)			4,500		4,471,621
Series 2014-14A, Class D, 5.14%, 7/28/26 (a)(b)			2,000		1,804,839
ALM XVI Ltd.:
Series 2015-16A, Class B, 3.19%, 7/15/27 (a)(b)			6,000		5,960,400
Series 2015-16A, Class C1, 3.79%, 7/15/27 (a)(b)			3,000		2,880,600
Series 2015-16A, Class D, 5.64%, 7/15/27 (a)(b)			1,750		1,623,650
American Homes 4 Rent, Series 2014-SFR1, Class A, 1.25%, 6/17/31 (a)(b)			1,108		1,098,939
AmeriCredit Automobile Receivables Trust:
Series 2013-1, Class D, 2.09%, 2/08/19			1,750		1,746,414
Series 2013-2, Class C, 1.79%, 3/08/19			1,200		1,202,789
Series 2013-4, Class B, 1.66%, 9/10/18			1,000		1,003,776
Series 2013-4, Class C, 2.72%, 9/09/19			900		918,643
Series 2014-3, Class D, 3.13%, 10/08/20			1,980		2,005,645
AMMC CLO Ltd., Series 2014-15A, Class C1, 3.74%, 12/09/26 (a)(b)			1,000		1,002,500

Asset-Backed Securities		Par   (000)		Value
Anchorage Capital CLO Ltd.:
Series 2015-6A, Class A1, 1.82%, 4/15/27 (a)(b)	USD		14,500	$	14,465,200
Series 2015-6A, Class B, 2.33%, 4/15/27 (a)(b)			3,750		3,704,250
Series 2015-6A, Class C, 3.13%, 4/15/27 (a)(b)			1,000		985,600
Apidos CLO IX:
Series 2012-9AR, Class BR, 2.14%, 7/15/23 (a)(b)			1,500		1,493,250
Series 2012-9AR, Class CR, 3.19%, 7/15/23 (a)(b)			2,250		2,250,000
Apidos CLO XI, Series 2012-11A, Class D, 4.42%, 1/17/23 (a)(b)			1,600		1,600,257
Apidos CLO XII, Series 2013-12A, Class D, 3.22%, 4/15/25 (a)(b)			1,500		1,421,901
Apidos CLO XXI, Series 2015-21A, Class A1, 1.71%, 7/18/27 (a)(b)			4,375		4,367,125
Ares XXVIII CLO Ltd., Series 2013-3A, Class D, 3.67%, 10/17/24 (a)(b)			3,500		3,380,047
Ares XXXII CLO Ltd.:
Series 2014-32A, Class A2, 2.57%, 11/15/25 (a)(b)			2,500		2,501,554
Series 2014-32A, Class B, 3.52%, 11/15/25 (a)(b)			1,500		1,499,027
Asset Backed European Securitisation Transaction Ten Srl, Series 10, Class A, 0.51%, 12/10/28	EUR		170		187,264
Atrium IX, Series 9A, Class C, 3.54%, 2/28/24 (a)(b)	USD		5,000		4,999,878
Atrium X, Series 10A, Class D, 3.79%, 7/16/25 (a)(b)			1,000		972,092
Avalon IV Capital Ltd., Series 2012-1AR, Class CR, 3.14%, 4/17/23 (a)(b)			1,000		1,001,801
Babson CLO Ltd., Series 2015-2A, Class E, 5.84%, 7/20/27 (a)(b)			750		709,350
Battalion CLO IX Ltd., Series 2015-9A, Class D, 4.18%, 7/15/28 (a)(b)			2,000		1,879,200
Battalion CLO VII Ltd., Series 2014-7A, Class A2, 2.72%, 10/17/26 (a)(b)			3,000		3,003,481
Bayview Commercial Asset Trust, Series 2005-3A, Class A1 0.51%, 11/25/35 (a)(b)			2,106		1,875,190
Bear Stearns Asset Backed Securities I Trust:
Series 2006-HE7, Class 1A2, 0.36%, 9/25/36 (b)			2,629		2,120,392
Series 2006-HE9, Class 3A, 0.33%, 11/25/36 (b)			27,402		23,347,595
Series 2007-HE1, Class 21A2, 0.35%, 1/25/37 (b)			2,887		2,599,221
Series 2007-HE2, Class 22A, 0.33%, 3/25/37 (b)			7,301		5,804,631
Series 2007-HE3, Class 2A, 0.33%, 4/25/37 (b)			11,962		9,322,775
Bear Stearns Asset Backed Securities Trust:
Series 2004-HE3, Class M2, 1.91%, 4/25/34 (b)			5,709		5,216,467
Series 2006-1, Class M1, 0.69%, 2/25/36 (b)			3,300		3,131,647
Benefit Street Partners CLO II Ltd., Series 2013-IIA, Class C, 3.79%, 7/15/24 (a)(b)			1,000		961,631
Benefit Street Partners CLO IV Ltd.:
Series 2014-IVA, Class B, 3.09%, 7/20/26 (a)(b)			2,000		1,970,000
Series 2014-IVA, Class C, 3.79%, 7/20/26 (a)(b)			500		477,247

See Notes to Financial Statements.

22 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
Benefit Street Partners CLO Ltd., Series 2012-IA, Class C, 4.79%, 10/15/23 (a)(b)	USD		2,750	$	2,761,943
Benefit Street Partners CLO V Ltd., Series 2014-VA, Class E, 5.44%, 10/20/26 (a)(b)			2,000		1,825,270
Benefit Street Partners CLO VI Ltd.:
Series 2015-VIA, Class A2, 2.54%, 4/18/27 (a)(b)			7,000		7,017,500
Series 2015-VIA, Class B, 3.34%, 4/18/27 (a)(b)			1,500		1,488,750
Benefit Street Partners CLO VII Ltd., Series 2015-VIIA, Class B, 3.23%, 7/18/27 (a)(b)			4,250		4,182,000
Birchwood Park CLO Ltd., Series 2014-1A, Class D1, 3.62%, 7/15/26 (a)(b)			1,500		1,444,395
BlueMountain CLO Ltd.:
Series 2014-1A, Class C, 3.03%, 4/30/26 (a)(b)			1,500		1,473,920
Series 2015-1A, Class B, 3.42%, 4/13/27 (a)(b)			1,000		1,001,913
Cabela’s Credit Card Master Notes Trust, Series 2015-1A, Class A1, 2.26%, 3/15/23			1,770		1,783,804
Canyon Capital CLO Ltd.:
Series 2015-1A, Class B, 2.37%, 4/15/27 (a)(b)			3,500		3,451,416
Series 2015-1A, Class C, 3.42%, 4/15/27 (a)(b)			1,250		1,232,649
Capital One Multi-Asset Execution Trust, Series 2014-A5, Class A5, 1.48%, 7/15/20			4,105		4,126,588
Carlyle Global Market Strategies CLO Ltd.:
Series 2012-4A, Class D, 4.79%, 1/20/25 (a)(b)			600		600,522
Series 2013-1A, Class C, 4.26%, 2/14/25 (a)(b)			2,000		1,994,720
Series 2013-2A, Class D, 4.04%, 4/18/25 (a)(b)			2,250		2,219,392
Series 2015-1A, Class C, 3.44%, 4/20/27 (a)(b)			1,000		999,961
Series 2015-2A, Class A1, 1.74%, 4/27/27 (a)(b)			6,000		5,994,000
CarMax Auto Owner Trust:
Series 2014-3, Class A3, 1.16%, 6/17/19			5,000		4,999,350
Series 2015-1, Class A3, 1.38%, 11/15/19			3,540		3,541,536
Series 2015-2, Class A4, 1.80%, 3/15/21			3,800		3,811,294
Carrington Mortgage Loan Trust:
Series 2006-FRE1, Class A2, 0.30%, 7/25/36 (b)			5,446		5,335,638
Series 2006-NC4, Class A4, 0.43%, 10/25/36 (b)			36,000		22,370,004
Series 2006-NC5, Class A3, 0.34%, 1/25/37 (b)			4,000		2,459,020
Series 2007-FRE1, Class A2, 0.39%, 2/25/37 (b)			11,073		10,350,778
Series 2007-HE1, Class A2, 0.34%, 6/25/37 (b)			10,804		9,769,894
C-BASS Mortgage Loan Trust, Series 2007-CB3, Class A1, 3.99%, 3/25/37 (b)(c)			8,756		5,317,726
Cent CLO 19 Ltd., Series 2013-19A, Class A1A, 1.62%, 10/29/25 (a)(b)			2,250		2,230,542
CFIP CLO Ltd., Series 2013-1A, Class D, 4.04%, 4/20/24 (a)(b)			1,500		1,448,805
Chase Issuance Trust:
Series 2012-A4, Class A4, 1.58%, 8/16/21			6,822		6,760,513
Series 2015-A2, Class A2, 1.59%, 2/18/20			5,085		5,109,235

Asset-Backed Securities		Par   (000)		Value
Chrysler Capital Auto Receivables Trust, Series 2014-BA, Class A4, 1.76%, 12/16/19 (a)	USD		1,990	$	1,993,960
CIFC Funding Ltd.:
Series 2012-1AR, Class B1R, 4.43%, 8/14/24 (a)(b)			1,750		1,749,969
Series 2013-2A, Class B1L, 3.89%, 4/21/25 (a)(b)			1,000		971,672
Series 2014-1A, Class C, 3.09%, 4/18/25 (a)(b)			1,500		1,466,157
Series 2014-5A, Class A1, 1.87%, 1/17/27 (a)(b)			4,500		4,506,220
Series 2014-5A, Class C, 3.52%, 1/17/27 (a)(b)			2,000		1,998,978
Series 2015-1A, Class A1, 1.79%, 1/22/27 (a)(b)			5,000		4,982,885
Series 2015-1A, Class B, 2.47%, 1/22/27 (a)(b)			2,750		2,748,547
Series 2015-1A, Class C, 3.27%, 1/22/27 (a)(b)			1,500		1,484,716
Series 2015-2A, Class A, 1.67%, 4/15/27 (a)(b)			2,750		2,745,875
Citibank Credit Card Issuance Trust, Series 2014-A6, Class A6, 2.15%, 7/15/21			2,015		2,041,671
Citigroup Mortgage Loan Trust, Inc., Series 2006-WFH3, Class M2, 0.49%, 10/25/36 (b)			2,500		1,959,375
Countrywide Asset-Backed Certificates:
Series 2006-12, Class 2A2, 0.34%, 12/25/36 (b)			1,097		1,037,674
Series 2006-19, Class 2A2, 0.35%, 3/25/37 (b)			5,263		4,866,162
Series 2006-BC5, Class 2A3, 0.36%, 3/25/37			5,704		5,729,303
Series 2007-13, Class 1A, 1.03%, 10/25/47 (b)			14,719		12,308,127
CWHEQ Revolving Home Equity Loan Trust, Series 2006-G, Class 2A, 0.34%, 10/15/36 (b)			3,143		2,650,090
Discover Card Execution Note Trust:
Series 2007-A1, Class A1, 5.65%, 3/16/20			1,480		1,616,674
Series 2012-A6, Class A6, 1.67%, 1/18/22			4,000		3,970,352
Series 2014-A4, Class A4, 2.12%, 12/15/21			5,000		5,061,650
Series 2015-A2, Class A, 1.90%, 10/17/22			5,270		5,230,775
Driver UK SA, Series 2, Class B, 1.41%, 1/25/23 (b)	GBP		500		779,849
Dryden 36 Senior Loan Fund:
Series 2014-36A, Class B, 2.63%, 11/09/25 (a)(b)	USD		2,000		2,005,000
Series 2014-36A, Class C, 3.33%, 11/09/25 (a)(b)			2,750		2,753,859
Eaton Vance CLO Ltd., Series 2013-1A, Class A2, 2.08%, 11/13/24 (a)(b)			3,500		3,438,639
Figueroa CLO Ltd., Series 2013-1A, Class C, 3.93%, 3/21/24 (a)(b)			5,900		5,705,300
Flatiron CLO Ltd., Series 2012-1A, Class C, 4.78%, 10/25/24 (a)(b)			725		725,555
Ford Credit Floorplan Master Owner Trust:
Series 2012-2, Class A, 1.92%, 1/15/19			2,460		2,488,162
Series 2014-1, Class A1, 1.20%, 2/15/19			2,505		2,505,501
Series 2015-1, Class A1, 1.42%, 1/15/20			3,765		3,759,496
Fraser Sullivan CLO VII Ltd., Series 2012-7A, Class BR, 2.79%, 4/20/23 (a)(b)			1,900		1,900,000

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 23

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
Galaxy XIV CLO Ltd., Series 2012-14A, Class D, 4.67%, 11/15/24 (a)(b)	USD		4,365	$	4,365,256
GMACM Home Equity Loan Trust:
Series 2006-HE4, Class A1, 0.37%, 12/25/36 (b)			20,875		18,300,874
Series 2006-HE4, Class A2, 0.37%, 12/25/36 (b)			4,042		3,543,971
GoldenTree Loan Opportunities VII Ltd., Series 2013-7A, Class D, 3.58%, 4/25/25 (a)(b)			1,500		1,448,486
GoldenTree Loan Opportunities XI Ltd., Series 2015-11A, Class B, 2.51%, 4/18/27 (a)(b)			5,750		5,755,750
Gosforth Funding PLC, Series 2014-1, Class A2, 1.15%, 10/19/56 (b)(c)	GBP		315		491,388
Gramercy Park CLO Ltd., Series 2012-1AR, Class DR, 5.79%, 7/17/23 (a)(b)	USD		1,000		994,883
Great Wolf Trust:
Series 2015-WFMZ, Class M, 7.18%, 5/15/32 (a)(b)			1,700		1,691,500
Series 2015-WOLF, Class D, 3.69%, 5/15/34 (a)(b)			7,275		7,276,761
Series 2015-WOLF, Class XCP, 0.51%, 5/15/18 (a)(b)			429,000		5,877,300
GSAA Home Equity Trust:
Series 2005-10, Class M4, 0.84%, 6/25/35 (b)			3,250		2,964,224
Series 2006-18, Class AF6, 5.68%, 11/25/36 (c)			5,211		2,819,557
GSAMP Trust:
Series 2006-HE6, Class A4, 0.43%, 8/25/36 (b)			3,197		2,447,454
Series 2006-NC1, Class A3, 0.48%, 2/25/36 (b)			8,500		7,383,193
Highbridge Loan Management Ltd.:
Series 4A-2014, Class B, 3.29%, 7/28/25 (a)(b)			1,750		1,718,858
Series 5A-2015, Class B1, 2.64%, 1/29/26 (a)(b)			7,000		6,994,750
Series 5A-2015, Class C1, 3.49%, 1/29/26 (a)(b)			6,000		5,929,500
Home Equity Mortgage Loan Asset-Backed Trust:
Series 2005-C, Class M1, 0.67%, 10/25/35 (b)			8,000		7,128,856
Series 2006-A, Class A4, 0.49%, 3/25/36 (b)			3,263		2,105,620
ING Investment Management CLO Ltd., Series 2013-2A, Class A1, 1.45%, 4/25/25 (a)(b)			3,500		3,471,205
Invitation Homes Trust:
Series 2013-SFR1, Class A, 1.40%, 12/17/30 (a)(b)			1,965		1,960,106
Series 2014-SFR2, Class E, 3.60%, 9/17/31 (a)(b)			1,500		1,478,961
Series 2015-SFR3, Class D, 2.93%, 8/17/32 (a)(b)			10,000		9,847,950
Series 2015-SFR3, Class E, 3.93%, 8/17/32 (a)(b)			7,500		7,382,063
Jamestown CLO I Ltd., Series 2012-1A, Class C, 4.28%, 11/05/24 (a)(b)			2,300		2,282,299
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC1, Class A5, 0.46%, 4/25/36 (b)			8,000		6,915,024
Series 2006-WF1, Class A5, 6.41%, 7/25/36 (c)			5,893		3,549,413
LCM XVIII LP, Series 18A, Class C1, 3.44%, 4/20/27 (a)(b)			1,500		1,483,335
Lehman XS Trust, Series 2007-1, Class 2A1, 5.47%, 2/25/37 (b)			3,651		3,403,734

Asset-Backed Securities		Par   (000)		Value
Logis_15-1X, 1.85%, 8/20/18	GBP		300	$	468,494
Long Beach Mortgage Loan Trust:
Series 2006-1, Class 1A, 0.41%, 2/25/36 (b)	USD		22,199		17,391,440
Series 2006-4, Class 1A, 0.34%, 5/25/36 (b)			43,120		24,738,084
Madison Park Funding IX Ltd.:
Series 2012-9AR, Class AR, 1.57%, 8/15/22 (a)(b)			3,750		3,748,024
Series 2012-9AR, Class B2R, 2.31%, 8/15/22 (a)			2,500		2,507,162
Madison Park Funding XI Ltd., Series 2013-11A, Class D, 3.79%, 10/23/25 (a)(b)			5,000		4,857,100
Madison Park Funding XIII Ltd., Series 2014-13A, Class C, 3.04%, 1/19/25 (a)(b)			1,000		991,371
Madison Park Funding XV Ltd., Series 2014-15A, Class B1, 3.55%, 1/27/26 (a)(b)			1,450		1,457,372
Madison Park Funding XVI Ltd.:
Series 2015-16A, Class A2A, 2.50%, 4/20/26 (a)(b)			4,750		4,765,675
Series 2015-16A, Class B, 3.30%, 4/20/26 (a)(b)			1,000		1,001,300
Merrill Lynch Mortgage Investors Trust, Series 2006-HE1, Class M1, 0.58%, 12/25/36 (b)			1,500		1,238,586
Morgan Stanley Mortgage Loan Trust, Series 2007-1XS, Class 2A3, 5.92%, 9/25/46 (b)(c)			918		538,534
Muir Woods CLO Ltd., Series 2012-1A, Class B, 2.89%, 9/14/23 (a)(b)			2,000		2,000,276
Neuberger Berman CLO XV Ltd., Series 2013-15A, Class D, 3.54%, 10/15/25 (a)(b)			2,500		2,364,981
Neuberger Berman CLO XVII Ltd., Series 2014-18A, Class B, 3.43%, 11/14/25 (a)(b)			3,000		2,998,116
Nissan Auto Receivables Owner Trust, Series 2014-B, Class A3, 1.11%, 5/15/19			2,430		2,430,668
Nissan Master Owner Trust Receivables, Series 2015-A, Class A2, 1.44%, 1/15/20			2,770		2,770,615
Oak Hill Credit Partners V Ltd., Series 2007-5A, Class C, 5.29%, 4/16/21 (a)(b)			4,000		4,012,604
Oaktree EIF II Ltd.:
Series 2014-A2, Class B, 2.57%, 11/15/25 (a)(b)			7,000		6,961,247
Series 2014-A2, Class C, 3.47%, 11/15/25 (a)(b)			4,000		3,976,924
Series 2015-B1A, Class A, 1.91%, 2/15/26 (a)(b)			14,625		14,625,000
Series 2015-B1A, Class B, 2.66%, 2/15/26 (a)(b)			4,900		4,871,708
Series 2015-B1A, Class C, 3.46%, 2/15/26 (a)(b)			1,500		1,481,891
Oakwood Mortgage Investors, Inc.:
Series 1998-D, Class M1, 7.42%, 1/15/29 (a)			1,294		1,291,598
Series 2001-D, Class A3, 5.90%, 9/15/22 (b)			693		545,800
Series 2002-B, Class A4, 7.09%, 6/15/32 (b)			161		172,979
OCP CLO Ltd.:
Series 2015-8A, Class A1, 1.80%, 4/17/27 (a)(b)			4,750		4,732,527
Series 2015-8A, Class A2A, 2.37%, 4/17/27 (a)(b)			5,250		5,199,508

See Notes to Financial Statements.

24 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
Octagon Investment Partners XIV Ltd., Series 2012-1A, Class C, 4.17%, 1/15/24 (a)(b)	USD		2,000	$	1,999,718
Octagon Investment Partners XV Ltd., Series 2013-1A, Class D, 3.84%, 1/19/25 (a)(b)			4,000		3,880,141
Octagon Investment Partners XVI Ltd., Series 2013-1A, Class D, 3.52%, 7/17/25 (a)(b)			500		476,296
Octagon Investment Partners XVII Ltd., Series 2013-1A, Class D, 3.48%, 10/25/25 (a)(b)			1,000		941,719
Octagon Investment Partners XX Ltd., Series 2014-1A, Class A, 1.72%, 8/12/26 (a)(b)			5,500		5,490,393
Octagon Investment Partners XXII Ltd.:
Series 2014-1A, Class B2, 2.47%, 11/22/25 (a)(b)			5,500		5,501,509
Series 2014-1A, Class C1, 3.42%, 11/22/25 (a)(b)			2,000		1,990,034
OHA Credit Partners VI Ltd.:
Series 2012-6A, Class B1, 2.67%, 5/15/23 (a)(b)			3,000		3,012,985
Series 2012-6A, Class C1, 3.42%, 5/15/23 (a)(b)			1,500		1,499,931
OHA Intrepid Leveraged Loan Fund Ltd., Series 2011-1AR, Class AR, 1.21%, 4/20/21 (a)(b)			926		925,473
OneMain Financial Issuance Trust:
Series 2014-2A, Class A, 2.47%, 9/18/24 (a)			3,990		4,011,227
Series 2014-2A, Class B, 3.02%, 9/18/24 (a)			3,990		4,019,127
Series 2015-1A, Class A, 3.19%, 3/18/26 (a)			7,225		7,318,419
Series 2015-2A, Class A, 2.57%, 7/18/25 (a)			1,000		1,000,570
OZLM Funding III Ltd., Series 2013-3A, Class C, 4.07%, 1/22/25 (a)(b)			3,500		3,462,509
OZLM Funding IV Ltd., Series 2013-4A, Class C, 3.78%, 7/22/25 (a)(b)			1,250		1,187,452
OZLM Funding Ltd.:
Series 2012-1A, Class DR, 6.99%, 7/22/27 (a)(b)			1,500		1,490,625
Series 2012-2A, Class B, 3.50%, 10/30/23 (a)(b)			1,000		998,189
OZLM IX Ltd., Series 2014-9A, Class B, 3.58%, 1/20/27 (a)(b)			1,000		1,002,951
OZLM VII Ltd., Series 2014-7A, Class A2A, 2.34%, 7/17/26 (a)(b)			1,600		1,575,796
OZLM VIII Ltd., Series 2014-8A, Class B, 3.17%, 10/17/26 (a)(b)			2,500		2,487,859
OZLM XI Ltd.:
Series 2015-11A, Class A1A, 1.82%, 1/30/27 (a)(b)			15,000		15,000,690
Series 2015-11A, Class B, 3.27%, 1/30/27 (a)(b)			1,000		999,312
OZLM XII Ltd.:
Series 2015-12A, Class A1, 1.74%, 4/30/27 (a)(b)			2,750		2,735,294
Series 2015-12A, Class A2, 2.28%, 4/30/27 (a)(b)			3,750		3,697,604
OZLM XIII Ltd.:
Series 2015-13A, Class B, 2.98%, 7/30/27 (a)(b)			4,600		4,532,840
Series 2015-13A, Class C, 4.78%, 7/30/27 (a)(b)			1,000		1,000,000
Series 2015-13A, Class D, 5.73%, 7/30/27 (a)(b)			1,000		928,400

Asset-Backed Securities		Par   (000)		Value
OZML Funding Ltd., Series 2012-1A, Class BR, 6.99%, 7/22/27	USD		2,000	$	2,000,000
Palmer Square CLO Ltd.:
Series 2014-1A, Class B, 2.72%, 10/17/22 (a)(b)			2,000		1,955,379
Series 2014-1A, Class C, 4.02%, 10/17/22 (a)(b)			1,250		1,230,772
Pinnacle Park CLO Ltd., Series 2014-1A, Class C, 3.39%, 4/15/26 (a)(b)			1,500		1,499,947
Prestige Auto Receivables Trust, Series 2013-1A, Class B, 1.74%, 5/15/19 (a)			2,500		2,510,310
Progress Residential Trust:
Series 2014-SFR1, Class E, 4.34%, 10/17/31 (a)(b)			4,000		4,038,716
Series 2015-SFR1, Class E, 4.19%, 2/17/32 (a)(b)			500		503,097
Race Point V CLO Ltd., Series 2011-5AR, Class ER, 6.29%, 12/15/22 (a)(b)			1,500		1,513,240
Race Point VIII CLO Ltd., Series 2013-8A, Class A, 1.53%, 2/20/25 (a)(b)			3,500		3,486,000
Regatta Funding LP, Series 2013-2A, Class C, 4.29%, 1/15/25 (a)(b)			1,750		1,712,354
Santander Drive Auto Receivables Trust:
Series 2012-5, Class D, 3.30%, 9/17/18			2,500		2,554,995
Series 2012-AA, Class C, 1.78%, 11/15/18 (a)			4,980		5,005,368
Series 2013-3, Class C, 1.81%, 4/15/19			1,000		1,005,600
Series 2013-A, Class C, 3.12%, 10/15/19 (a)			2,150		2,192,710
Series 2014-4, Class D, 3.10%, 11/16/20			2,000		2,032,304
Series 2014-S3, Class R, 1.43%, 2/19/19 (a)			1,256		1,259,161
SG Mortgage Securities Trust, Series 2006-OPT2, Class A3C, 0.34%, 10/25/36 (b)			5,100		2,630,208
Sheridan Square CLO Ltd., Series 2013-1A, Class A1, 1.34%, 4/15/25 (a)(b)			6,700		6,612,820
Silvermore CLO Ltd., Series 2014-1A, Class A1, 1.72%, 5/15/26 (a)(b)			2,000		1,991,776
SLM Private Credit Student Loan Trust, Series 2005-B, Class A2, 0.47%, 3/15/23 (b)			938		933,204
SLM Private Education Loan Trust:
Series 2011-B, Class A2, 3.74%, 2/15/29 (a)			1,350		1,416,560
Series 2012-C, Class A2, 3.31%, 10/15/46 (a)			2,810		2,891,484
Series 2012-E, Class A2A, 2.09%, 6/15/45 (a)			5,050		5,087,830
Series 2013-A, Class A2A, 1.77%, 5/17/27 (a)			525		522,104
Series 2013-B, Class A2A, 1.85%, 6/17/30 (a)			815		808,261
Series 2013-B, Class A2B, 1.29%, 6/17/30 (a)(b)			1,455		1,455,000
SoFi Professional Loan Program LLC, Series 2014-A, Class A2, 3.02%, 10/25/27 (a)			1,218		1,242,654
Sound Point CLO I Ltd., Series 2012-1A, Class C, 3.59%, 10/20/23 (a)(b)			1,000		1,000,170
Sound Point CLO IX Ltd.:
Series 2015-2A, Class D, 4.02%, 7/20/27 (a)(b)			1,000		944,000
Series 2015-2A, Class E, 5.97%, 7/20/27 (a)(b)			1,000		921,200
Sound Point CLO Ltd., Series 2015-1A, Class C, 3.29%, 4/16/27 (a)			1,000		983,915

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 25

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Asset-Backed Securities		Par   (000)		Value
Sound Point CLO VII Ltd., Series 2014-3A, Class A, 1.79%, 1/23/27 (a)(b)	USD		4,250	$	4,241,500
Soundview Home Loan Trust:
Series 2006-EQ1, Class A3, 0.35%, 10/25/36 (b)			19,202		17,527,886
Series 2007-NS1, Class A4, 0.49%, 1/25/37 (b)			35,445		23,335,464
Symphony CLO Ltd.:
Series 2012-10AR, Class AR, 1.56%, 7/23/23 (a)(b)			1,000		997,950
Series 2012-10AR, Class CR, 3.14%, 7/23/23 (a)(b)			2,500		2,500,493
Symphony CLO VII Ltd., Series 2011-7A, Class E, 3.89%, 7/28/21 (a)(b)			1,250		1,239,981
Symphony CLO XI Ltd., Series 2013-11A, Class C, 3.44%, 1/17/25 (a)(b)			6,000		5,959,223
Symphony CLO XII Ltd., Series 2013-12A, Class A, 1.47%, 10/15/25 (a)(b)			1,500		1,494,507
Symphony CLO XV Ltd., Series 2014-15A, Class A, 1.74%, 10/17/26 (a)(b)			15,000		14,992,902
Synchrony Credit Card Master Note Trust, Series 2014-1, Class A, 1.61%, 11/15/20			3,140		3,153,618
TAGUS-Sociedade de Titularizacao de Creditos SA/Volta II Electricity Receivables, Series 2, Class SNR, 2.98%, 2/16/18	EUR		275		305,457
TICP CLO I Ltd., Series 2014-1A, Class A1, 1.80%, 4/26/26 (a)(b)	USD		2,000		1,989,293
TICP CLO III Ltd.:
Series 2014-3A, Class A, 1.71%, 1/20/27 (a)(b)			4,000		3,997,986
Series 2014-3A, Class B1, 2.52%, 1/20/27 (a)(b)			5,000		4,999,830
Series 2014-3A, Class C, 3.42%, 1/20/27 (a)(b)			1,500		1,498,865
TICP CLO Ltd., Series 2015-1A, Class A, 1.88%, 7/20/27 (a)(b)			2,250		2,248,605
Tyron Park CLO Ltd., Series 2013-1A, Class C, 3.79%, 7/15/25 (a)(b)			1,250		1,211,441
Venture XIX CLO Ltd.:
Series 2014-19A, Class A, 1.89%, 1/15/27 (a)(b)			2,350		2,355,473
Series 2014-19A, Class B, 2.74%, 1/15/27 (a)(b)			2,500		2,489,721
Series 2014-19A, Class C, 3.59%, 1/15/27 (a)(b)			3,000		3,000,000
Venture XX CLO Ltd.:
Series 2015-20A, Class B1, 2.38%, 4/15/27 (a)(b)			6,500		6,490,250
Series 2015-20A, Class C, 3.43%, 4/15/27 (a)(b)			1,100		1,100,660
Voya CLO Ltd.:
Series 2012-1RA, Class CR, 3.99%, 3/14/22 (a)(b)			3,000		2,988,962
Series 2012-2AR, Class BR, 2.24%, 10/15/22 (a)(b)			11,750		11,723,034
Series 2012-2AR, Class CR, 3.24%, 10/15/22 (a)(b)			2,500		2,500,030
Series 2012-3AR, Class AR, 1.61%, 10/15/22 (a)(b)			1,000		997,993
Series 2013-2A, Class C, 3.80%, 4/25/25 (a)(b)			1,000		969,351
Series 2014-4A, Class A1, 1.67%, 10/14/26 (a)(b)			5,000		4,997,606
Series 2014-4A, Class A2A, 2.57%, 10/14/26 (a)(b)			2,000		2,003,409
Series 2014-4A, Class B, 3.52%, 10/14/26 (a)(b)			1,800		1,794,543
Series 2015-1A, Class A2, 2.38%, 4/18/27 (a)(b)			5,750		5,744,250

Asset-Backed Securities		Par   (000)		Value
Wachovia Asset Securitization Issuance II LLC Trust, Series 2007-HE1, Class A, 0.33%, 7/25/37 (a)(b)	USD		6,599	$	5,857,654
WaMu Asset-Backed Certificates Trust, Series 2007-HE3, Class 2A5, 0.44%, 5/25/47 (b)			9,235		6,173,276
Ziggurat CLO I Ltd., Series 2014-1A, Class A1, 1.87%, 10/17/26 (a)(b)			4,000		4,004,000
Total Asset-Backed Securities — 8.1%					975,154,155
Common Stocks		Shares
Aerospace & Defense — 0.1%
L-3 Communications Holdings, Inc.			4,176		482,161
Lockheed Martin Corp.			13,742		2,845,968
Northrop Grumman Corp.			17,981		3,110,893
Raytheon Co.			15,819		1,725,695
United Technologies Corp.			89,035		8,931,101
					17,095,818
Air Freight & Logistics — 0.2%
Deutsche Post AG, Registered Shares			479,131		14,481,864
United Parcel Service, Inc., Class B			146,775		15,023,889
					29,505,753
Airlines — 0.0%
Deutsche Lufthansa AG (d)			39,964		542,918
Japan Airlines Co. Ltd.			62,100		2,342,975
					2,885,893
Auto Components — 0.0%
The Yokohama Rubber Co. Ltd.			16,200		320,389
Automobiles — 0.1%
China Motor Corp.			506,000		367,999
Dongfeng Motor Group Co. Ltd., H Shares			30,000		34,509
Ford Motor Co.			35,714		529,639
Hero MotoCorp Ltd.			133,014		5,559,359
					6,491,506
Banks — 1.5%
AMMB Holdings Bhd			19,100		27,901
Axis Bank Ltd.			334,218		2,986,668
Banco de Chile			41,961,945		4,492,455
Bank Central Asia Tbk PT			1,853,966		1,794,567
Bank of China Ltd., H Shares			7,377,000		4,031,070
BOC Hong Kong Holdings Ltd.			290,500		1,170,088
China CITIC Bank Corp. Ltd., H Shares (d)			340,000		242,354
China Construction Bank Corp., H Shares			11,947,000		9,745,964
Chongqing Rural Commercial Bank Co. Ltd., H Shares			408,000		291,770
Citizens Financial Group, Inc.			356,146		9,284,726
Credicorp Ltd.			23,650		3,119,435
DBS Group Holdings Ltd.			689,900		10,156,861
DnB ASA			557,367		9,086,446
HSBC Holdings PLC			724,052		6,520,544
Industrial & Commercial Bank of China Ltd., H Shares			24,664,000		16,943,872
Intesa Sanpaolo SpA			2,836,364		9,850,073
Itau UniBanco Holding SA — ADR, Preference Shares			1,190,819		10,336,307
Kasikornbank Pcl — NVDR			384,300		1,938,200
Komercni Banka AS			10,614		2,373,014
Lloyds Banking Group PLC			17,486,836		22,771,446
M&T Bank Corp.			87,875		11,524,806

See Notes to Financial Statements.

26 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
National Bank of Canada		182,833	$	6,394,297
Nordea Bank AB		635,597		7,913,711
Siam Commercial Bank Pcl — NVDR		342,700		1,477,394
Svenska Handelsbanken AB, A Shares		297,058		4,546,269
U.S. Bancorp		237,510		10,737,827
Wells Fargo & Co.		188,662		10,917,870
				180,675,935
Beverages — 0.8%
Ambev SA		29,000		163,890
Anheuser-Busch InBev NV		100,256		11,978,750
The Coca-Cola Co.		805,461		33,088,338
Diageo PLC		930,384		26,081,149
Dr Pepper Snapple Group, Inc.		11,944		958,148
Fomento Economico Mexicano SAB de CV — ADR		54,518		4,941,512
Molson Coors Brewing Co., Class B		7,949		565,492
PepsiCo, Inc.		190,835		18,386,952
Suntory Beverage & Food Ltd.		1,500		63,363
				96,227,594
Building Products — 0.1%
Assa Abloy AB		274,680		5,577,333
Capital Markets — 0.1%
BlackRock, Inc. (e)		6,319		2,125,206
CETIP SA — Mercados Organizados		405,823		4,200,519
Invesco Ltd.		22,066		851,748
Jupiter Fund Management PLC		961,298		7,040,063
T. Rowe Price Group, Inc.		13,289		1,024,981
				15,242,517
Chemicals — 0.3%
Air Products & Chemicals, Inc.		10,397		1,481,676
CF Industries Holdings, Inc.		33,495		1,982,904
The Chemours Co.		9,276		101,296
The Dow Chemical Co.		59,304		2,790,846
E.I. Du Pont de Nemours & Co.		46,381		2,586,205
Givaudan SA, Registered Shares		10,491		19,514,804
LyondellBasell Industries NV, Class A		20,800		1,951,664
Mitsubishi Gas Chemical Co., Inc.		97,000		538,090
Sociedad Quimica y Minera de Chile SA — ADR		105,046		1,419,171
Syngenta AG, Registered Shares		19,995		8,237,356
Toray Industries, Inc.		23,000		183,020
				40,787,032
Commercial Services & Supplies — 0.0%
Cleanaway Co. Ltd.		349,000		1,679,701
Park24 Co. Ltd.		20,600		374,562
Republic Services, Inc.		12,521		532,518
				2,586,781
Communications Equipment — 0.1%
Cisco Systems, Inc.		261,493		7,431,631
Harris Corp.		6,419		532,392
				7,964,023
Construction & Engineering — 0.2%
CTCI Corp.		164,000		248,944
Spie Promesses SA (d)		249,643		4,946,032
Vinci SA		221,497		14,195,278
				19,390,254
Construction Materials — 0.0%
Asia Cement Corp.		173,000		189,745
China National Building Material Co. Ltd., H Shares		564,000		426,758
China Resources Cement Holdings Ltd.		1,248,000		649,732

Common Stocks	Shares		Value
Construction Materials (concluded)
Siam City Cement Pcl — NVDR		142,721	$	1,481,738
Taiwan Cement Corp.		521,000		564,041
				3,312,014
Containers & Packaging — 0.1%
DS Smith Plc		967,629		6,044,074
Packaging Corp. of America		5,123		362,657
WestRock Co.		13,361		842,545
				7,249,276
Distributors — 0.1%
Genuine Parts Co.		189,681		16,872,125
Diversified Consumer Services — 0.1%
H&R Block, Inc.		403,468		13,431,450
Diversified Financial Services — 0.2%
Bolsa Mexicana de Valores SAB de CV		2,159,684		3,871,012
CME Group, Inc.		16,359		1,571,118
FirstRand Ltd.		434,730		1,878,055
IG Group Holdings PLC		608,816		7,104,138
London Stock Exchange Group PLC		193,675		7,878,262
				22,302,585
Diversified Telecommunication Services — 1.2%
AT&T, Inc.		569,363		19,779,671
Bezeq The Israeli Telecommunication Corp. Ltd.		2,098,407		3,869,972
BT Group PLC		2,183,982		15,805,441
China Unicom Hong Kong Ltd.		160,000		224,559
Chunghwa Telecom Co. Ltd.		574,000		1,784,680
Deutsche Telekom AG		883,839		15,981,958
Inmarsat PLC		359,815		4,982,647
Koninklijke KPN NV		3,640,562		14,384,146
Nippon Telegraph & Telephone Corp.		291,600		11,230,314
PCCW Ltd.		1,620,000		969,459
Singapore Telecommunications Ltd.		1,849,100		5,522,566
Telecom Italia SpA (d)		907,396		1,202,396
Telefonica Brasil SA, Preference Shares		31,300		411,367
Telefonica SA		136,267		2,090,160
Telekomunikasi Indonesia Persero Tbk PT		12,854,500		2,789,701
TELUS Corp.		454,369		15,512,158
Turk Telekomunikasyon AS		62,342		154,781
Verizon Communications, Inc.		573,021		26,814,189
				143,510,165
Electric Utilities — 0.6%
American Electric Power Co., Inc.		25,003		1,414,420
CEZ AS		8,301		200,900
Cheung Kong Infrastructure Holdings Ltd.		111,000		965,219
Cia Energetica de Minas Gerais		50,100		137,104
CLP Holdings Ltd.		123,000		1,044,581
Duke Energy Corp.		36,250		2,690,475
Edison International		16,702		1,002,287
EDP — Energias de Portugal SA		3,305,063		12,224,602
Endesa SA		77,386		1,625,734
Enel SpA		3,414,453		16,044,329
Entergy Corp.		9,324		662,190
Eversource Energy		16,309		810,883
NextEra Energy, Inc.		22,749		2,393,195
OGE Energy Corp.		10,090		300,278
Pinnacle West Capital Corp.		5,594		345,206
Power Assets Holdings Ltd.		643,500		6,061,424
PPL Corp.		34,176		1,087,139
The Southern Co.		297,974		13,328,377
SSE PLC		99,383		2,351,296

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 27

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Electric Utilities (concluded)
Transmissora Alianca de Energia Eletrica SA		55,000	$	334,117
Xcel Energy, Inc.		26,021		902,148
				65,925,904
Electrical Equipment — 0.0%
Eaton Corp. PLC		23,867		1,445,863
Emerson Electric Co.		35,143		1,818,650
				3,264,513
Electronic Equipment, Instruments & Components — 0.2%
Citizen Holdings Co. Ltd.		648,400		4,325,733
Delta Electronics, Inc.		266,000		1,308,447
Hexagon AB		216,359		6,991,043
Hitachi Ltd.		39,000		252,673
Hon Hai Precision Industry Co. Ltd.		801,000		2,303,542
Simplo Technology Co. Ltd.		465,000		1,913,788
Synnex Technology International Corp.		1,329,000		1,601,032
Tripod Technology Corp.		1,302,000		2,048,789
WPG Holdings Ltd.		153,000		173,855
Yageo Corp.		1,978,732		2,824,150
Zhen Ding Technology Holding Ltd.		340,000		1,054,733
				24,797,785
Energy Equipment & Services — 0.0%
Diamond Offshore Drilling, Inc.		5,972		131,085
Helmerich & Payne, Inc.		5,445		314,394
National Oilwell Varco, Inc.		21,032		886,078
				1,331,557
Food & Staples Retailing — 0.4%
Aeon Co. Ltd.		112,700		1,722,142
Cia Brasileira de Distribuicao		7,200		156,514
Costco Wholesale Corp.		10,709		1,556,018
CVS Health Corp.		21,227		2,387,401
Empire Co. Ltd., Class A		6,114		413,257
FamilyMart Co. Ltd.		43,100		2,082,936
The Jean Coutu Group PJC, Inc.		4,999		78,778
The Kroger Co.		35,280		1,384,387
Lawson, Inc.		73,200		5,444,716
Magnit PJSC — GDR		171,710		9,315,267
President Chain Store Corp.		58,000		421,827
Sun Art Retail Group Ltd.		463,000		352,449
Sysco Corp.		120,213		4,364,934
Wal-Mart Stores, Inc.		236,965		17,056,741
Whole Foods Market, Inc.		3,706		134,898
				46,872,265
Food Products — 0.6%
Ajinomoto Co., Inc.		7,000		160,982
Archer-Daniels-Midland Co.		59,035		2,799,440
Astra Agro Lestari Tbk PT		444,300		658,971
BRF SA		41,200		860,712
Bunge Ltd.		40,437		3,228,894
Campbell Soup Co.		23,937		1,180,333
General Mills, Inc.		280,314		16,317,078
The Hershey Co.		2,014		187,080
Indofood Sukses Makmur Tbk PT		1,281,700		577,547
JBS SA		229,700		1,026,420
The JM Smucker Co.		14,323		1,599,736
Kellogg Co.		42,022		2,780,596
The Kraft Heinz Co.		30,129		2,394,352
Nestlé SA, Registered Shares		248,864		18,826,582
Tate & Lyle PLC		30,989		263,746
Unilever PLC		265,579		12,046,629
Want Want China Holdings Ltd. (f)		4,511,000		4,673,524

Common Stocks	Shares		Value
Food Products (concluded)
WH Group Ltd. (d)		139,000	$	89,033
Wilmar International Ltd.		468,100		1,091,553
				70,763,208
Gas Utilities — 0.0%
Xinao Gas Holdings Ltd.		32,000		212,363
Health Care Equipment & Supplies — 0.0%
Baxter International, Inc.		67,370		2,700,190
William Demant Holding (d)		299		22,772
				2,722,962
Health Care Providers & Services — 0.4%
Aetna, Inc.		8,127		918,107
AmerisourceBergen Corp.		130,746		13,826,390
Anthem, Inc.		58,934		9,091,748
Cardinal Health, Inc.		116,949		9,938,326
Life Healthcare Group Holdings Ltd.		47,002		138,686
Omnicare, Inc.		9,508		920,850
Patterson Cos., Inc.		6,283		315,155
Quest Diagnostics, Inc.		75,078		5,541,507
UnitedHealth Group, Inc.		73,932		8,975,345
				49,666,114
Hotels, Restaurants & Leisure — 0.3%
Berjaya Sports Toto BHD		425,500		370,463
Carnival Corp.		21,272		1,133,585
Las Vegas Sands Corp.		20,472		1,147,251
McDonald’s Corp.		283,396		28,299,925
MGM China Holdings Ltd.		186,400		394,965
OPAP SA		116,608		924,863
Sands China Ltd.		1,172,000		5,172,360
SJM Holdings Ltd.		270,000		312,688
				37,756,100
Household Durables — 0.1%
Berkeley Group Holdings PLC		160,040		8,404,620
Garmin Ltd.		5,821		243,958
Leggett & Platt, Inc.		6,997		334,527
				8,983,105
Household Products — 0.4%
The Clorox Co.		53,817		6,024,275
Colgate-Palmolive Co.		44,143		3,002,607
Kimberly-Clark Corp.		57,042		6,558,119
Kimberly-Clark de Mexico SAB de CV, A Shares		3,238,964		7,520,226
The Procter & Gamble Co.		138,335		10,610,295
Svenska Cellulosa AB - B Shares		334,323		9,512,982
Unilever Indonesia Tbk PT		30,600		90,486
				43,318,990
Independent Power and Renewable Electricity Producers — 0.0%
AES Tiete SA, Preference Shares		92,600		491,404
China Resources Power Holdings Co. Ltd.		572,000		1,469,215
Cia Energetica de Sao Paulo, B Shares, Preference Shares		56,100		310,652
Huaneng Power International, Inc., H Shares		716,000		867,650
				3,138,921
Industrial Conglomerates — 0.1%
Alliance Global Group, Inc.		6,822,800		3,369,993
CITIC Ltd.		297,000		531,899
Far Eastern New Century Corp.		17,340		16,338
General Electric Co.		481,322		12,562,504
NWS Holdings Ltd.		60,000		90,187

See Notes to Financial Statements.

28 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Industrial Conglomerates (concluded)
Sembcorp Industries Ltd.		8,500	$	22,109
				16,593,030
Insurance — 1.3%
ACE Ltd.		10,303		1,120,657
Aflac, Inc.		43,764		2,803,084
The Allstate Corp.		64,155		4,423,487
Arch Capital Group Ltd. (d)		2,681		191,316
Arthur J Gallagher & Co.		8,533		404,720
Assicurazioni Generali SpA		15,817		311,709
Aviva PLC		2,031,058		16,514,850
AXA SA		529,630		13,947,917
AXIS Capital Holdings Ltd.		151,746		8,734,500
BB Seguridade Participacoes SA		377,823		3,558,694
Cathay Financial Holding Co. Ltd.		797,000		1,288,184
The Chubb Corp.		30,100		3,742,333
Cincinnati Financial Corp.		7,889		435,552
Everest Re Group Ltd.		35,046		6,417,624
FNF Group		13,123		512,978
Helvetia Holding AG, Registered Shares		11,239		6,167,265
Hyundai Marine & Fire Insurance Co. Ltd.		167,442		4,545,479
Intact Financial Corp.		11,450		789,685
Legal & General Group PLC		1,907,776		7,759,332
Muenchener Rueckversicherungs-Gesellschaft AG, Registered Shares		16,876		3,101,442
PartnerRe Ltd.		81,275		11,050,149
Principal Financial Group, Inc.		15,142		840,532
The Progressive Corp.		44,434		1,355,237
Prudential PLC		430,799		10,134,703
RenaissanceRe Holdings Ltd.		55,643		5,970,494
Sampo Oyj, A Shares		226,426		11,203,711
Sanlam Ltd.		993,172		5,246,977
SCOR SE		5,289		202,677
Torchmark Corp.		14,847		914,724
The Travelers Cos., Inc.		16,540		1,755,225
Unipolsai SpA		38,064		98,910
Zurich Insurance Group AG		61,997		18,878,685
				154,422,832
Internet & Catalog Retail — 0.0%
GS Home Shopping, Inc.		4,054		702,319
IT Services — 0.1%
Automatic Data Processing, Inc.		24,411		1,947,265
Infosys Ltd. — ADR		175,469		2,967,181
International Business Machines Corp.		51,429		8,330,984
Paychex, Inc.		16,816		780,262
The Western Union Co.		26,372		533,769
				14,559,461
Leisure Products — 0.1%
Hasbro, Inc.		5,659		445,590
Mattel, Inc.		716,840		16,637,856
				17,083,446
Machinery — 0.2%
Atlas Copco AB, A Shares		242,565		6,633,912
Deere & Co.		33,135		3,133,577
Kone OYJ, Class B		302,315		12,687,097
MAN SE		8,510		887,345
Marcopolo SA, Preference Shares		2,011,441		1,351,163
Stanley Black & Decker, Inc.		8,096		854,047
Yangzijiang Shipbuilding Holdings Ltd.		534,600		501,790
				26,048,931
Media — 0.6%
BEC World Pcl — NVDR		3,487,100		3,560,861

Common Stocks	Shares		Value
Media (concluded)
Cablevision Systems Corp., Class A		10,020	$	282,764
Eutelsat Communications SA		227,384		6,929,850
Lagardere SCA		178,127		5,327,168
Media Nusantara Citra Tbk PT		11,838,451		1,788,272
Omnicom Group, Inc.		12,669		925,851
ProSiebenSat.1 Media AG, Registered Shares		35,529		1,816,357
Reed Elsevier NV		1,159,092		19,290,820
Rightmove Plc		107,862		6,128,712
SES SA		444,061		13,735,781
Time Warner, Inc.		16,767		1,476,167
UBM PLC		658,626		5,459,669
				66,722,272
Metals & Mining — 0.2%
China Hongqiao Group Ltd. (f)		2,878,000		2,135,284
China Steel Corp.		1,099,000		786,365
Cia de Minas Buenaventura SA — ADR		18,350		130,652
Eregli Demir ve Celik Fabrikalari TAS		1,595,766		2,389,768
Franco-Nevada Corp.		51,527		2,092,047
Fresnillo PLC		5,931		59,823
Goldcorp, Inc.		129,041		1,721,731
Kumba Iron Ore Ltd.		77,143		659,958
Mitsubishi Materials Corp.		286,000		1,035,340
Newmont Mining Corp.		147,529		2,533,073
Nippon Steel Corp.		51,000		120,466
Randgold Resources Ltd.		14,437		870,925
Rio Tinto PLC		58,199		2,251,196
Silver Wheaton Corp.		100,197		1,311,597
Sumitomo Metal Mining Co. Ltd.		28,000		376,467
Vale SA		12,400		52,621
Zijin Mining Group Co. Ltd., H Shares		8,264,000		2,217,293
				20,744,606
Multiline Retail — 0.1%
Dollar Tree, Inc. (d)		470		36,653
Kohl’s Corp.		68,856		4,222,250
Macy’s, Inc.		24,458		1,689,069
Target Corp.		31,188		2,552,738
				8,500,710
Multi-Utilities — 0.1%
Alliant Energy Corp.		5,612		345,194
Atco Ltd., Class I		2,629		78,899
Consolidated Edison, Inc.		66,697		4,241,262
DTE Energy Co.		9,152		736,370
E.ON SE		185,920		2,455,310
MDU Resources Group, Inc.		9,340		182,223
PG&E Corp.		24,358		1,279,039
Public Service Enterprise Group, Inc.		26,903		1,121,048
RWE AG		9,714		202,310
SCANA Corp.		6,867		376,312
Sempra Energy		12,014		1,222,785
WEC Energy Group, Inc.		16,272		797,316
YTL Corp. BHD		462,400		191,029
YTL Power International BHD		174,400		71,598
				13,300,695
Oil, Gas & Consumable Fuels — 3.0%
Antero Midstream Partners LP		95,300		2,542,604
BP PLC		763,419		4,702,445
Chevron Corp.		214,350		18,965,688
China Petroleum & Chemical Corp., H Shares		1,998,000		1,505,890
China Shenhua Energy Co. Ltd., H Shares		2,155,500		4,094,336
CNOOC Ltd.		1,092,000		1,340,035
Coal India Ltd.		895,631		6,125,725

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 29

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Oil, Gas & Consumable Fuels (concluded)
Columbia Pipeline Group, Inc.		16,292	$	475,401
Columbia Pipeline Partners LP		363,490		8,520,206
ConocoPhillips Co.		77,642		3,908,498
Delek Logistics Partners LP		184,740		7,838,518
Dominion Midstream Partners LP (d)		353,660		12,420,539
Enable Midstream Partners LP		75,360		1,232,890
Energy Transfer Equity LP		143,800		4,325,504
Energy Transfer Partners LP — MLP		123,634		6,330,061
Enterprise Products Partners LP		814,318		23,069,629
EQT Midstream Partners LP		94,086		7,412,095
Exxon Mobil Corp.		228,714		18,116,436
Genesis Energy LP		208,839		9,270,363
HollyFrontier Corp.		26,581		1,282,799
Idemitsu Kosan Co. Ltd.		29,500		542,237
JX Holdings, Inc.		479,800		2,045,280
Kinder Morgan, Inc.		192,540		6,669,586
Kunlun Energy Co. Ltd.		170,000		161,794
Lukoil PJSC — ADR		166,508		6,893,431
Magellan Midstream Partners LP		266,580		18,767,232
Marathon Petroleum Corp.		56,279		3,076,773
MarkWest Energy Partners LP		309,408		20,247,660
MPLX LP		132,890		7,400,644
Murphy Oil Corp.		74,688		2,449,020
NOVATEK OAO — GDR		33,640		3,257,903
Occidental Petroleum Corp.		39,472		2,770,934
ONEOK Partners LP		109,265		3,539,093
ONEOK, Inc.		44,580		1,684,678
PBF Logistics LP		53,780		1,231,562
Phillips 66		29,392		2,336,664
Phillips 66 Partners LP		55,210		3,440,135
Plains All American Pipeline LP		254,743		10,635,520
PTT PCL — NVDR		503,300		4,651,597
Rose Rock Midstream LP		40,304		1,606,114
Royal Dutch Shell PLC, A Shares		337,568		9,675,808
Royal Dutch Shell PLC, B Shares		851,151		24,645,064
Shell Midstream Partners LP		497,720		21,133,191
Showa Shell Sekiyu KK		17,900		168,091
Spectra Energy Corp.		34,345		1,039,280
Sunoco Logistics Partners LP		298,850		11,182,967
Tambang Batubara Bukit Asam Persero Tbk PT		45,900		20,345
Targa Resources Corp.		20,090		1,776,961
Targa Resources Partners LP		114,350		4,281,264
Tesoro Logistics LP		118,264		6,201,764
Thai Oil Pcl-Nvdr		1,421,400		1,943,938
TonenGeneral Sekiyu KK		127,000		1,269,787
Tupras Turkiye Petrol Rafinerileri AS (d)		137,234		3,565,677
Valero Energy Corp.		94,961		6,229,442
Valero Energy Partners LP		81,150		3,811,616
The Williams Cos., Inc.		20,570		1,079,514
Williams Partners LP		299,529		13,817,273
Woodside Petroleum Ltd.		129,937		3,378,577
				362,108,078
Paper & Forest Products — 0.1%
International Paper Co.		195,678		9,367,106
Personal Products — 0.1%
Hengan International Group Co. Ltd.		974,000		10,886,717
Pharmaceuticals — 2.1%
AbbVie, Inc.		144,573		10,121,556
Astellas Pharma, Inc.		73,500		1,106,317
AstraZeneca PLC		615,558		41,555,325
Baxalta, Inc. (d)		67,370		2,211,757
Bristol-Myers Squibb Co.		85,143		5,588,787
China Medical System Holdings Ltd.		752,000		999,136
Eli Lilly & Co.		51,226		4,329,109

Common Stocks	Shares		Value
Pharmaceuticals (concluded)
GlaxoSmithKline PLC		502,734	$	10,926,879
Johnson & Johnson		428,907		42,980,770
Merck & Co., Inc.		145,388		8,572,076
Novartis AG, Registered Shares		396,125		41,103,600
Novo Nordisk A/S, Class B		387,886		22,891,668
Otsuka Holdings Co. Ltd.		251,000		9,012,155
Pfizer, Inc.		731,867		26,391,124
Roche Holding AG		29,709		8,583,607
Sanofi SA		162,706		17,538,241
Sihuan Pharmaceutical Holdings Group Ltd.		266,000		51,469
Sino Biopharmaceutical Ltd.		848,000		981,902
				254,945,478
Professional Services — 0.1%
SGS SA, Registered Shares		3,202		6,108,034
Real Estate Investment Trusts (REITs) — 2.6%
American Capital Agency Corp.		86,604		1,667,993
Annaly Capital Management, Inc.		232,640		2,314,768
Assura PLC		14,950,495		12,724,322
CapitaMall Trust		40,100		58,458
CapitaRetail China Trust		5,801,000		6,721,401
Charter Hall Retail REIT		5,313,352		16,714,088
Community Healthcare Trust, Inc. (d)		292,582		5,521,022
Empiric Student Property PLC		3,447,340		5,814,207
EPR Properties		404,880		23,126,746
Eurocommercial Properties NV		372,510		16,072,564
Federation Centres		6,547,098		14,328,769
Gramercy Property Trust, Inc.		209,265		5,118,622
Japan Rental Housing Investments, Inc.		18,995		12,582,313
Japan Senior Living Investment Corp. (d)(g)		4,562		6,625,731
Klepierre		247,541		11,262,763
Liberty Property Trust		394,233		13,415,749
The Link REIT		1,823,500		10,720,481
National Health Investors, Inc.		208,631		13,613,173
National Storage REIT		8,655,286		10,583,215
Parkway Life Real Estate Investment Trust (f)		3,594,500		6,367,048
Prologis, Inc.		374,880		15,223,877
Ramco-Gershenson Properties Trust		784,101		13,282,671
Retail Properties of America, Inc., Class A		614,570		8,948,139
SPH REIT (f)		7,135,000		5,305,026
STAG Industrial, Inc.		666,580		13,091,631
Tritax Big Box REIT PLC		4,286,310		7,900,251
UDR, Inc.		590,331		19,959,091
Unibail-Rodamco SE		45,998		12,226,465
Vastned Retail NV		226,340		10,288,122
Wereldhave NV		185,030		10,942,809
				312,521,515
Real Estate Management & Development — 0.7%
Atrium Ljungberg AB, B Shares		872,890		12,051,027
China Vanke Co. Ltd., H Shares		905,900		2,152,022
Croesus Retail Trust		12,970,197		8,698,168
Evergrande Real Estate Group Ltd. (f)		2,170,000		1,436,455
First Capital Realty, Inc.		695,430		9,842,420
Franshion Properties China Ltd.		46,000		14,881
Hysan Development Co. Ltd. (f)		124,000		530,764
Kerry Properties Ltd.		110,000		410,635
LEG Immobilien AG		353,700		25,739,693
Longfor Properties Co. Ltd.		17,000		24,275
Multiplan Empreendimentos Imobiliarios SA		23,708		323,012
Picton Property Income Ltd.		6,528,826		7,544,829
SOHO China Ltd.		107,500		67,629
Sponda OYJ		3,144,843		12,502,835
Swire Pacific Ltd., Class A		11,000		140,875
				81,479,520

See Notes to Financial Statements.

30 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks	Shares		Value
Road & Rail — 0.0%
ComfortDelGro Corp. Ltd.		31,400	$	68,907
Norfolk Southern Corp.		15,702		1,324,150
				1,393,057
Semiconductors & Semiconductor Equipment — 0.4%
Analog Devices, Inc.		15,970		931,530
ASML Holding NV		54,183		5,386,081
Chipbond Technology Corp.		1,938,000		2,913,283
Himax Technologies, Inc. — ADR		196,264		1,413,101
Hynix Semiconductor, Inc.		81,747		2,581,602
Intel Corp.		242,604		7,023,386
Kinsus Interconnect Technology Corp.		140,000		275,161
KLA-Tencor Corp.		8,229		436,548
Linear Technology Corp.		149,173		6,116,093
Maxim Integrated Products, Inc.		14,308		487,044
Microchip Technology, Inc.		10,189		436,497
Realtek Semiconductor Corp.		66,000		129,819
Siliconware Precision Industries Co.		320,000		363,367
Taiwan Semiconductor Manufacturing Co. Ltd.		1,110,000		4,850,713
Taiwan Semiconductor Manufacturing Co. Ltd. — ADR		706,370		15,617,841
Texas Instruments, Inc.		53,698		2,683,826
Vanguard International Semiconductor Corp.		705,000		827,525
Xilinx, Inc.		13,522		564,544
				53,037,961
Software — 0.3%
CA, Inc.		16,798		489,410
Microsoft Corp.		684,004		31,942,987
Symantec Corp.		35,106		798,310
				33,230,707
Specialty Retail — 0.2%
Best Buy Co., Inc.		20,170		651,289
Chow Tai Fook Jewellery Group Ltd. (f)		1,206,600		1,177,115
Dick’s Sporting Goods, Inc.		19,990		1,019,090
GameStop Corp., Class A		5,490		251,717
The Gap, Inc.		23,929		872,930
Hennes & Mauritz AB, B Shares		145,131		5,774,371
Mr Price Group Ltd.		193,755		3,858,594
Nitori Holdings Co. Ltd.		128,600		11,528,960
Staples, Inc.		32,387		476,413
Truworths International Ltd.		325,915		2,202,543
				27,813,022
Technology Hardware, Storage & Peripherals — 0.1%
ASUSTeK Computer, Inc.		11,000		99,411
Brother Industries Ltd.		3,200		44,205
Canon, Inc.		189,000		6,047,081
Chicony Electronics Co. Ltd.		828,000		2,149,279
Hewlett-Packard Co.		36,727		1,120,908
Lite-On Technology Corp.		2,633,000		2,894,230
NetApp, Inc.		11,794		367,383
Pegatron Corp.		518,000		1,455,953
Quanta Computer, Inc.		865,000		1,674,702
Seagate Technology PLC		16,859		853,065
Wistron Corp.		205,000		134,155
				16,840,372
Textiles, Apparel & Luxury Goods — 0.2%
ANTA Sports Products Ltd.		133,000		340,920
Belle International Holdings Ltd.		74,000		76,936
Coach, Inc.		13,950		435,240
Eclat Textile Co. Ltd.		228,000		3,335,493
HUGO BOSS AG		84,404		10,177,120

Common Stocks	Shares		Value
Textiles, Apparel & Luxury Goods (concluded)
Li & Fung Ltd. (f)		888,000	$	686,921
Makalot Industrial Co. Ltd.		253,000		2,161,106
Pandora A/S		73,035		8,224,018
Ralph Lauren Corp.		9,249		1,164,357
Shenzhou International Group Holdings Ltd.		47,000		246,846
Yue Yuen Industrial Holdings Ltd.		54,000		175,535
				27,024,492
Thrifts & Mortgage Finance — 0.1%
Indiabulls Housing Finance Ltd.		534,128		6,142,052
Tobacco — 1.4%
Altria Group, Inc.		701,030		38,122,011
British American Tobacco Malaysia BHD		96,400		1,705,550
British American Tobacco PLC		350,878		20,833,691
Imperial Tobacco Group PLC		825,617		43,325,418
ITC Ltd.		778,394		3,954,598
Japan Tobacco, Inc.		422,900		16,415,564
Philip Morris International, Inc.		308,435		26,380,446
Reynolds American, Inc.		214,670		18,416,541
Souza Cruz SA		683,433		4,840,389
				173,994,208
Trading Companies & Distributors — 0.0%
Fastenal Co.		14,382		602,031
ITOCHU Corp.		28,900		353,789
Marubeni Corp.		429,300		2,385,834
				3,341,654
Transportation Infrastructure — 0.4%
Atlantia SpA		299,159		7,988,784
Beijing Capital International Airport Co. Ltd., H Shares		3,630,000		3,737,008
CCR SA		1,239,177		5,508,338
China Merchants Holdings International Co. Ltd.		2,173,196		7,943,893
Grupo Aeroportuario del Pacifico SAB de CV, B Shares		1,087,398		8,581,080
Grupo Aeroportuario del Sureste SAB de CV — ADR		41,657		6,232,304
Jiangsu Expressway Co. Ltd., H Shares		5,332,000		6,652,161
Zhejiang Expressway Co. Ltd., H Shares		1,676,000		1,928,813
				48,572,381
Water Utilities — 0.1%
Aguas Andinas SA		41,145		21,771
American Water Works Co., Inc.		9,093		472,018
Guangdong Investment Ltd.		640,000		867,880
Severn Trent Plc		276,171		9,494,863
				10,856,532
Wireless Telecommunication Services — 0.7%
Advanced Info Service Pcl — NVDR		299,000		2,120,378
China Mobile Ltd.		978,500		12,809,354
China Mobile Ltd. — ADR		88,240		5,735,600
DiGi.Com BHD		1,539,300		2,173,794
Far EasTone Telecommunications Co. Ltd.		7,177,402		16,800,279
KCell JSC — GDR		81,782		564,296
Rogers Communications, Inc., Class B		464,101		16,273,787
SK Telecom Co. Ltd.		31,297		6,716,769
SK Telecom Co. Ltd. — ADR		88,741		2,128,897
Taiwan Mobile Co. Ltd.		1,052,000		3,479,108
Tim Participacoes SA		55,100		150,304

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 31

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Common Stocks		Shares		Value
Wireless Telecommunication Services (concluded)
Vodacom Group Ltd.			68,722	$	794,523
Vodafone Group PLC			5,271,607		19,968,775
					89,715,864
Total Common Stocks — 23.6%					2,858,239,282
Corporate Bonds		Par   (000)
Aerospace & Defense — 0.2%
Boeing Capital Corp., 2.13%, 8/15/16	USD		500		506,024
The Boeing Co.:
3.75%, 11/20/16			565		586,633
2.35%, 10/30/21			270		269,887
5.88%, 2/15/40			845		1,078,725
DigitalGlobe, Inc., 5.25%, 2/01/21 (a)			831		797,760
General Dynamics Corp., 2.25%, 11/15/22			695		661,115
Honeywell International, Inc.:
4.25%, 3/01/21			750		831,577
5.38%, 3/01/41			690		816,576
Huntington Ingalls Industries, Inc.:
7.13%, 3/15/21			500		529,375
5.00%, 12/15/21 (a)			946		972,015
KLX, Inc., 5.88%, 12/01/22 (a)			845		849,225
Lockheed Martin Corp.:
2.13%, 9/15/16			725		734,077
3.60%, 3/01/35			220		208,133
4.07%, 12/15/42			945		886,356
3.80%, 3/01/45			500		443,691
Meccanica Holdings USA, Inc., 6.25%, 1/15/40 (a)			100		97,500
Northrop Grumman Corp., 4.75%, 6/01/43			250		256,316
Precision Castparts Corp.:
2.25%, 6/15/20			600		600,443
4.20%, 6/15/35			400		404,336
Raytheon Co.:
4.40%, 2/15/20			895		982,209
4.70%, 12/15/41			645		693,950
Spirit AeroSystems, Inc., 5.25%, 3/15/22			1,100		1,130,250
TransDigm, Inc., 5.50%, 10/15/20			720		718,992
United Technologies Corp.:
5.38%, 12/15/17			1,890		2,067,798
1.78%, 5/04/18 (c)			2,500		2,502,405
3.10%, 6/01/22			1,275		1,286,006
4.50%, 6/01/42			2,260		2,266,947
4.15%, 5/15/45			500		476,035
					23,654,356
Air Freight & Logistics — 0.1%
United Parcel Service, Inc.:
1.13%, 10/01/17			545		545,523
6.20%, 1/15/38			855		1,087,442
WFS Global Holding SAS, 9.50%, 7/15/22	EUR		743		855,779
XPO Logistics, Inc.:
7.88%, 9/01/19 (a)	USD		1,375		1,469,531
5.75%, 6/15/21	EUR		325		354,914
6.50%, 6/15/22 (a)	USD		2,338		2,300,007
					6,613,196
Airlines — 0.1%
American Airlines Group, Inc.:
5.50%, 10/01/19 (a)			410		419,737
4.63%, 3/01/20 (a)			1,042		1,018,555
American Airlines Pass-Through Trust, 6.00%, 1/15/17 (a)			3,355		3,460,330

Corporate Bonds		Par   (000)		Value
Continental Airlines Pass-Through Certificates, 6.13%, 4/29/18	USD		1,185	$	1,238,325
Continental Airlines Pass-Through Trust, 9.00%, 7/08/16			847		899,642
Hong Kong Aviation Ltd., 7.50%, 11/04/16	CNH		8,400		1,365,448
SriLankan Airlines Ltd., 5.30%, 6/27/19	USD		3,500		3,436,300
U.S. Airways Group, Inc., 6.13%, 6/01/18			150		156,750
United Airlines Pass-Through Trust, 3.75%, 9/03/26			970		962,725
Virgin Australia Trust:
Series 2013-1, Class A, 5.00%, 10/23/23 (a)			1,367		1,421,689
Series 2013-1, Class C, 7.13%, 10/23/18 (a)			1,387		1,411,728
					15,791,229
Auto Components — 0.2%
American Axle & Manufacturing, Inc., 6.63%, 10/15/22			500		522,500
Autodis SA, 6.50%, 2/01/19	EUR		144		164,672
The Goodyear Tire & Rubber Co.:
8.25%, 8/15/20	USD		150		156,750
6.50%, 3/01/21			800		847,000
7.00%, 5/15/22			375		408,281
Lear Corp., 5.25%, 1/15/25			500		496,250
MPG Holdco I, Inc., 7.38%, 10/15/22			500		531,275
Nexteer Automotive Group Ltd., 5.88%, 11/15/21 (a)			900		900,000
Pittsburgh Glass Works LLC, 8.00%, 11/15/18 (a)			306		320,535
Rhino Bondco SpA, 7.25%, 11/15/20	EUR		590		698,470
Samvardhana Motherson Automotive Systems Group BV, 4.13%, 7/15/21			2,000		2,228,128
Schaeffler Finance BV:
4.25%, 5/15/21 (a)	USD		300		294,750
4.75%, 5/15/21 (a)			700		701,750
4.75%, 5/15/23 (a)			700		684,250
3.25%, 5/15/25	EUR		750		786,621
Schaeffler Holding Finance BV:
6.88% (6.88% Cash or 7.63% PIK), 8/15/18 (h)			1,100		1,250,357
6.88% (6.88% Cash or 7.63% PIK), 8/15/18 (a)(h)	USD		1,440		1,490,400
6.25% (6.25% Cash or 6.75% PIK), 11/15/19 (a)(h)			942		994,987
5.75% (5.75% Cash or 6.50% PIK), 11/15/21 (h)	EUR		1,100		1,292,736
6.75% (6.75% Cash or 7.25% PIK), 11/15/22 (a)(h)	USD		2,332		2,524,390
Tenneco, Inc., 6.88%, 12/15/20			100		104,750
ZF North America Capital, Inc.:
2.25%, 4/26/19	EUR		900		982,247
4.00%, 4/29/20 (a)	USD		800		807,000
4.50%, 4/29/22 (a)			790		778,150
2.75%, 4/27/23	EUR		2,400		2,517,188
4.75%, 4/29/25 (a)	USD		1,522		1,487,755
					23,971,192
Automobiles — 0.1%
FCA US LLC/CG Co-Issuer, Inc., 8.25%, 6/15/21			1,700		1,842,375
Fiat Chrysler Automobiles NV:
4.50%, 4/15/20			810		814,050
5.25%, 4/15/23			2,025		2,037,656
Ford Motor Co.:
7.45%, 7/16/31			130		166,052
4.75%, 1/15/43			260		255,104

See Notes to Financial Statements.

32 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Automobiles (concluded)
General Motors Co.:
3.50%, 10/02/18	USD		1,395	$	1,418,966
5.20%, 4/01/45			100		96,767
Hyundai Capital America, 3.75%, 4/06/16 (a)			1,177		1,196,671
Jaguar Land Rover Automotive PLC:
4.13%, 12/15/18 (a)			250		252,500
4.25%, 11/15/19 (a)			200		201,000
3.50%, 3/15/20 (a)			850		820,250
5.00%, 2/15/22	GBP		287		449,761
5.63%, 2/01/23 (a)	USD		150		151,500
Renault SA, 3.13%, 3/05/21	EUR		738		879,709
Volkswagen International Finance NV:
3.50% (b)(i)			300		308,843
4.63% (b)(i)			305		353,389
					11,244,593
Banks — 3.4%
ABN AMRO Bank NV, 1.80%, 6/04/18 (a)	USD		2,000		1,999,994
Aldesa Financial Services SA, 7.25%, 4/01/21	EUR		865		879,687
Australia & New Zealand Banking Group Ltd.:
1.25%, 1/10/17	USD		1,400		1,403,616
2.25%, 6/13/19			730		734,893
Banca Monte dei Paschi di Siena SpA, 3.63%, 4/01/19	EUR		4,300		4,830,664
Banco Bilbao Vizcaya Argentaria SA, 6.75% (b)(i)			4,200		4,666,283
Banco Popolare SC:
3.50%, 3/14/19			1,330		1,512,022
2.75%, 7/27/20			650		710,650
Banco Popular Espanol SA, 8.25% (b)(i)			3,400		3,790,059
Bank of America Corp.:
6.50%, 8/01/16	USD		4,184		4,393,660
3.88%, 3/22/17			190		196,884
1.70%, 8/25/17			4,890		4,903,628
6.40%, 8/28/17			720		785,812
6.00%, 9/01/17			780		845,632
5.75%, 12/01/17			630		684,377
2.00%, 1/11/18			1,770		1,775,991
5.65%, 5/01/18			760		831,408
2.60%, 1/15/19			2,900		2,935,023
2.25%, 4/21/20			2,185		2,152,677
5.63%, 7/01/20			930		1,047,099
5.00%, 5/13/21			1,350		1,485,502
3.30%, 1/11/23			520		512,589
4.13%, 1/22/24			500		517,329
4.00%, 4/01/24			750		767,945
4.20%, 8/26/24			530		532,173
4.00%, 1/22/25			850		833,830
5.88%, 2/07/42			290		340,363
5.00%, 1/21/44			1,640		1,727,464
4.88%, 4/01/44			900		935,212
Bank of America N.A., 5.30%, 3/15/17			1,240		1,310,938
Bank of India, 3.13%, 5/06/20			665		660,279
Bank of Ireland:
3.25%, 1/15/19	EUR		580		682,959
1.25%, 4/09/20			320		351,339
4.25%, 6/11/24 (b)			6,607		7,446,099
Bank of Montreal:
1.30%, 7/15/16	USD		610		612,842
1.40%, 9/11/17			1,090		1,090,373
1.80%, 7/31/18			600		600,214
2.38%, 1/25/19			1,100		1,113,631
The Bank of Nova Scotia:
1.38%, 7/15/16			500		502,745

Corporate Bonds		Par   (000)		Value
Banks (continued)
1.38%, 12/18/17	USD		1,840	$	1,833,972
1.70%, 6/11/18			600		600,066
2.05%, 10/30/18			840		846,108
2.80%, 7/21/21			610		613,588
Bankia SA:
3.50%, 1/17/19	EUR		400		464,240
4.00%, 5/22/24 (b)			7,200		7,832,892
Barclays Bank PLC:
2.50%, 2/20/19	USD		2,000		2,023,460
5.13%, 1/08/20			740		824,592
3.75%, 5/15/24			900		911,299
Barclays PLC:
2.00%, 3/16/18			2,500		2,497,103
4.38%, 9/11/24			20,500		20,015,319
BB&T Corp.:
4.90%, 6/30/17			500		527,414
1.60%, 8/15/17			1,260		1,264,633
2.45%, 1/15/20			700		703,895
The Bear Stearns Cos. LLC, 5.55%, 1/22/17			650		686,085
BNP Paribas SA:
1.25%, 12/12/16			2,000		2,003,380
2.38%, 9/14/17			740		752,422
2.40%, 12/12/18			1,360		1,377,260
3.25%, 3/03/23			1,070		1,074,034
BPCE SA:
1.63%, 2/10/17			500		503,843
1.61%, 7/25/17			150		150,274
2.50%, 12/10/18			840		853,329
2.50%, 7/15/19			750		757,615
4.50%, 3/15/25 (a)			550		536,441
5.25%, 4/16/29	GBP		300		496,903
Branch Banking & Trust Co.:
1.05%, 12/01/16	USD		1,410		1,410,350
2.85%, 4/01/21			1,050		1,064,949
Canadian Imperial Bank of Commerce, 1.35%, 7/18/16			1,200		1,206,502
CIT Group, Inc.:
5.00%, 5/15/17			1,200		1,242,000
4.25%, 8/15/17			1,325		1,354,813
5.25%, 3/15/18			550		570,625
6.63%, 4/01/18 (a)			890		958,975
5.50%, 2/15/19 (a)			3,127		3,306,803
3.88%, 2/19/19			900		904,500
5.00%, 8/15/22			1,400		1,422,750
5.00%, 8/01/23			605		611,050
Citigroup, Inc.:
6.13%, 11/21/17			1,000		1,095,612
1.85%, 11/24/17			600		601,400
1.80%, 2/05/18			800		798,582
1.70%, 4/27/18			800		793,778
6.13%, 5/15/18			590		654,767
2.15%, 7/30/18			1,500		1,505,034
2.50%, 9/26/18			950		961,974
2.50%, 7/29/19			1,100		1,103,164
2.40%, 2/18/20			1,000		993,550
5.38%, 8/09/20			970		1,087,105
4.50%, 1/14/22			570		614,986
3.75%, 6/16/24			480		481,422
3.30%, 4/27/25			500		483,236
5.50%, 9/13/25			480		525,474
8.13%, 7/15/39			710		1,030,791
5.88%, 1/30/42			490		574,476
6.68%, 9/13/43			350		435,487

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 33

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Banks (continued)
4.95%, 11/07/43	USD		1,060	$	1,118,969
Commerzbank AG:
7.75%, 3/16/21	EUR		7,800		10,506,622
8.13%, 9/19/23 (a)	USD		17,666		20,608,449
Commonwealth Bank of Australia:
1.40%, 9/08/17			500		501,051
1.90%, 9/18/17			1,345		1,360,653
2.50%, 9/20/18			650		664,448
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA:
5.50% (b)(i)	EUR		4,200		4,774,090
3.38%, 1/19/17	USD		2,180		2,248,212
2.25%, 1/14/20			750		747,519
4.50%, 1/11/21			430		469,656
3.88%, 2/08/22			820		858,014
4.63%, 12/01/23			1,150		1,189,408
4.38%, 8/04/25			700		703,229
4.63%, 5/23/29	GBP		285		462,529
5.25%, 5/24/41	USD		1,040		1,161,766
5.25%, 8/04/45			7,890		8,033,843
Credit Agricole SA:
6.50% (b)(i)	EUR		1,670		1,894,608
2.38%, 5/20/24			100		116,803
2.63%, 3/17/27			2,600		2,723,675
Danske Bank A/S:
5.75% (b)(i)			300		336,476
5.88% (b)(i)			4,100		4,592,879
Deutsche Bank AG:
6.00%, 9/01/17	USD		1,040		1,127,689
2.50%, 2/13/19			965		971,968
3.70%, 5/30/24			450		450,141
2.75%, 2/17/25	EUR		2,900		3,073,916
Deutsche Telekom International Finance BV, 4.88%, 3/06/42 (a)	USD		590		601,060
Development Bank of Mongolia LLC, 5.75%, 3/21/17			3,750		3,600,000
Fifth Third Bank:
1.45%, 2/28/18			400		396,650
2.88%, 10/01/21			610		609,680
HSBC Bank USA N.A., 4.88%, 8/24/20			670		740,639
HSBC Finance Corp.:
5.50%, 1/19/16			680		694,257
6.68%, 1/15/21			1,000		1,167,480
HSBC Holdings PLC:
5.25% (b)(i)	EUR		4,200		4,687,603
4.25%, 3/14/24	USD		600		610,620
3.00%, 6/30/25	EUR		270		302,150
6.50%, 5/02/36	USD		600		719,402
6.50%, 9/15/37			750		900,594
6.80%, 6/01/38			830		1,042,431
6.00%, 3/29/40	GBP		430		793,890
6.10%, 1/14/42	USD		750		935,801
5.25%, 3/14/44			1,550		1,624,913
HSBC USA, Inc.:
1.30%, 6/23/17			1,010		1,012,481
2.25%, 6/23/19			1,000		1,000,655
2.38%, 11/13/19			800		799,216
2.35%, 3/05/20			1,000		994,259
5.00%, 9/27/20			380		423,502
The Huntington National Bank, 2.00%, 6/30/18			2,985		2,989,609
Ibercaja Banco SA, 5.00%, 7/28/25 (b)	EUR		3,000		3,289,312
ICICI Bank Ltd., 6.38%, 4/30/22 (b)	USD		3,000		3,105,000
Intesa Sanpaolo SpA:
2.38%, 1/13/17			2,640		2,650,330

Corporate Bonds		Par   (000)		Value
Banks (continued)
1.13%, 3/04/22	EUR		230	$	244,140
5.25%, 1/12/24	USD		490		531,162
5.02%, 6/26/24 (a)			1,300		1,281,108
2.86%, 4/23/25	EUR		595		621,172
3.93%, 9/15/26			4,300		4,858,092
JPMorgan Chase & Co.:
1.35%, 2/15/17	USD		1,090		1,091,008
1.80%, 1/25/18			1,420		1,422,547
1.70%, 3/01/18			1,650		1,647,429
6.30%, 4/23/19			800		914,446
2.20%, 10/22/19			1,345		1,342,822
2.25%, 1/23/20			1,000		987,239
4.95%, 3/25/20			1,000		1,103,952
4.35%, 8/15/21			1,380		1,478,841
3.88%, 2/01/24			855		877,488
3.88%, 9/10/24			500		493,841
3.13%, 1/23/25			750		720,990
4.13%, 12/15/26			550		546,572
6.40%, 5/15/38			270		340,554
5.40%, 1/06/42			550		618,420
5.63%, 8/16/43			350		383,742
4.95%, 6/01/45			600		599,925
Keybank N.A., 1.70%, 6/01/18			1,505		1,502,011
Lloyds Bank PLC:
1.75%, 5/14/18			935		934,280
10.75%, 12/16/21 (b)	GBP		100		174,922
3.50%, 5/14/25			1,185		1,173,187
Lloyds Banking Group PLC, 7.00% (b)(i)			4,040		6,443,117
Macquarie Bank Ltd., 10.25%, 6/20/57 (b)	USD		3,000		3,289,680
Manufacturers & Traders Trust Co.:
2.30%, 1/30/19			500		503,977
2.25%, 7/25/19			750		753,151
MUFG Union Bank N.A.:
3.00%, 6/06/16			750		762,952
2.25%, 5/06/19			770		770,480
National Australia Bank Ltd.:
1.30%, 7/25/16			500		502,659
2.63%, 7/23/20			4,500		4,525,321
3.00%, 1/20/23			610		610,439
Novo Banco SA:
2.63%, 5/08/17	EUR		800		869,802
4.75%, 1/15/18			1,500		1,700,874
4.00%, 1/21/19			5,400		6,045,202
Oversea-Chinese Banking Corp. Ltd., 3.15%, 3/11/23 (b)	USD		3,000		3,039,171
PNC Bank N.A.:
1.30%, 10/03/16 (e)			1,500		1,504,041
1.13%, 1/27/17 (e)			840		839,289
4.88%, 9/21/17 (e)			350		372,808
2.25%, 7/02/19 (e)			1,520		1,524,606
2.70%, 11/01/22 (e)			300		289,149
4.20%, 11/01/25 (e)			1,250		1,314,537
PNC Funding Corp.:
4.38%, 8/11/20 (e)			750		818,614
3.30%, 3/08/22 (e)			1,010		1,035,218
Popular, Inc., 7.00%, 7/01/19			20,625		19,800,000
Provident Funding Associates LP/PFG Finance Corp., 6.75%, 6/15/21 (a)			75		72,000
Regions Financial Corp., 2.00%, 5/15/18			1,560		1,554,727
Rizal Commercial Banking Corp., 4.25%, 1/22/20			450		470,823
Royal Bank of Canada:
1.20%, 1/23/17			1,270		1,273,872

See Notes to Financial Statements.

34 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Banks (continued)
1.40%, 10/13/17	USD		710	$	709,112
1.50%, 1/16/18			750		749,411
2.20%, 7/27/18			1,360		1,378,651
Santander Holdings USA, Inc., 4.63%, 4/19/16			3,110		3,185,990
Skandinaviska Enskilda Banken AB, 5.75% (b)(i)			4,500		4,528,125
Société Générale SA:
8.25% (b)(i)			3,120		3,338,400
2.50%, 9/16/26 (b)	EUR		200		217,805
Sumitomo Mitsui Banking Corp.:
1.35%, 7/11/17	USD		1,340		1,336,441
2.50%, 7/19/18			1,750		1,780,767
2.25%, 7/11/19			500		498,657
2.45%, 1/16/20			1,500		1,500,179
Svenska Handelsbanken AB:
5.25% (b)(i)			465		460,292
3.13%, 7/12/16			750		766,220
2.88%, 4/04/17			250		257,009
2.25%, 6/17/19			500		504,127
Swedbank AB:
5.50% (b)(i)			1,000		996,793
1.60%, 3/02/18 (a)			2,000		1,995,202
2.20%, 3/04/20 (a)			980		977,276
The Toronto-Dominion Bank:
2.38%, 10/19/16			1,630		1,658,976
1.75%, 7/23/18			655		654,685
2.63%, 9/10/18			1,330		1,364,642
2.25%, 11/05/19			1,000		1,006,305
U.S. Bancorp:
2.20%, 11/15/16			500		507,859
1.95%, 11/15/18			2,230		2,251,056
3.00%, 3/15/22			500		505,675
3.70%, 1/30/24			790		824,332
U.S. Bank N.A., 2.13%, 10/28/19			1,120		1,123,959
UA Finance BVI Ltd., 6.90%, 5/02/18	CNH		28,000		4,557,310
UBS AG:
1.38%, 6/01/17	USD		2,090		2,084,673
1.80%, 3/26/18	EUR		2,025		2,024,658
2.35%, 3/26/20			1,690		1,687,903
UBS Group AG:
5.75% (b)(i)			3,325		3,802,311
6.88% (i)			225		225,911
7.00% (b)(i)			900		929,515
7.13% (b)(i)			2,300		2,405,800
UniCredit SpA:
6.95%, 10/31/22			780		1,020,397
5.75%, 10/28/25 (b)			4,500		5,430,226
Wachovia Corp.:
5.75%, 6/15/17	USD		1,000		1,084,077
5.75%, 2/01/18			2,350		2,585,399
Wells Fargo & Co.:
3.68%, 6/15/16 (c)			650		666,138
5.13%, 9/15/16			950		989,657
2.10%, 5/08/17			1,200		1,218,662
1.40%, 9/08/17			700		700,920
2.60%, 7/22/20			820		823,849
3.50%, 3/08/22			1,200		1,237,493
4.48%, 1/16/24			800		841,338
3.30%, 9/09/24			500		495,685
3.00%, 2/19/25			455		437,748
4.10%, 6/03/26			500		502,779
4.30%, 7/22/27			470		478,338
5.38%, 2/07/35			540		618,459
5.38%, 11/02/43			850		919,046

Corporate Bonds		Par   (000)		Value
Banks (continued)
5.61%, 1/15/44	USD		1,550	$	1,732,051
4.65%, 11/04/44			460		447,989
3.90%, 5/01/45			580		532,425
Westpac Banking Corp.:
1.20%, 5/19/17			1,840		1,842,602
4.88%, 11/19/19			600		665,284
					412,079,342
Beverages — 0.2%
Anheuser-Busch Cos. LLC, 5.75%, 4/01/36			1,205		1,422,381
Anheuser-Busch InBev Finance, Inc.:
3.70%, 2/01/24			1,130		1,160,389
4.63%, 2/01/44			330		339,325
Anheuser-Busch InBev NV, 4.00%, 9/24/25	GBP		480		805,476
Anheuser-Busch InBev Worldwide, Inc.:
1.38%, 7/15/17	USD		1,880		1,888,971
5.38%, 1/15/20			1,250		1,414,481
2.50%, 7/15/22			825		795,383
8.20%, 1/15/39			350		528,507
3.75%, 7/15/42			250		224,865
Brown-Forman Corp., 4.50%, 7/15/45			400		408,401
The Coca-Cola Co.:
1.15%, 4/01/18			1,700		1,693,911
1.65%, 11/01/18			1,000		1,005,808
2.50%, 4/01/23			535		520,991
Coca-Cola Femsa SAB de CV, 5.25%, 11/26/43			250		279,353
Constellation Brands, Inc.:
7.25%, 9/01/16			200		211,000
7.25%, 5/15/17			750		813,750
3.75%, 5/01/21			500		499,870
6.00%, 5/01/22			350		386,750
4.25%, 5/01/23			500		500,000
Cott Beverages, Inc.:
6.75%, 1/01/20 (a)			400		416,500
5.38%, 7/01/22			400		391,000
Diageo Capital PLC:
1.50%, 5/11/17			1,000		1,001,563
2.63%, 4/29/23			480		458,177
Diageo Investment Corp.:
2.88%, 5/11/22			500		491,596
7.45%, 4/15/35			350		476,440
PepsiCo, Inc.:
1.25%, 8/13/17			675		675,944
5.00%, 6/01/18			770		843,325
3.00%, 8/25/21			1,250		1,280,277
2.75%, 3/05/22			1,270		1,260,781
3.10%, 7/17/22			900		915,075
3.60%, 3/01/24			615		634,850
2.75%, 4/30/25			800		769,125
3.60%, 8/13/42			1,375		1,235,657
SABMiller Holdings, Inc., 2.45%, 1/15/17 (a)			1,560		1,586,423
					27,336,345
Biotechnology — 0.1%
Amgen, Inc.:
2.13%, 5/01/20			1,250		1,229,675
5.50%, 12/07/26	GBP		350		648,482
5.38%, 5/15/43	USD		950		1,027,424
Baxalta, Inc., 2.00%, 6/22/18 (a)			105		104,952
Gilead Sciences, Inc.:
2.35%, 2/01/20			1,115		1,119,486
3.50%, 2/01/25			1,385		1,389,904
4.80%, 4/01/44			170		175,249

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 35

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Biotechnology (concluded)
4.50%, 2/01/45	USD		1,660	$	1,647,339
					7,342,511
Building Products — 0.2%
Abengoa Finance SAU, 8.88%, 11/01/17 (a)			400		382,000
Aguila 3 SA, 7.88%, 1/31/18 (a)			1,700		1,744,625
American Builders & Contractors Supply Co., Inc., 5.63%, 4/15/21 (a)			490		499,800
Astaldi SpA, 7.13%, 12/01/20	EUR		1,765		2,049,869
Building Materials Corp. of America:
6.75%, 5/01/21 (a)	USD		800		840,000
5.38%, 11/15/24 (a)			720		721,728
Griffon Corp., 5.25%, 3/01/22			375		365,625
Hanson Ltd., 6.13%, 8/15/16			625		650,081
HD Supply, Inc., 5.25%, 12/15/21 (a)			3,098		3,190,940
Lafarge SA:
6.50%, 7/15/16			450		470,736
7.13%, 7/15/36			75		91,646
LSF9 Balta Issuer SA, 7.75%, 9/15/22	EUR		600		672,063
Masco Corp.:
6.13%, 10/03/16	USD		550		577,665
7.13%, 3/15/20			100		116,500
4.45%, 4/01/25			500		501,250
Masonite International Corp., 5.63%, 3/15/23 (a)			360		370,800
Nortek, Inc., 8.50%, 4/15/21			500		535,000
Ply Gem Industries, Inc., 6.50%, 2/01/22			1,685		1,666,044
USG Corp.:
9.75%, 1/15/18			2,070		2,354,625
5.88%, 11/01/21 (a)			1,368		1,432,980
5.50%, 3/01/25 (a)			184		184,460
					19,418,437
Capital Markets — 0.9%
1MDB Global Investments Ltd., 4.40%, 3/09/23			3,000		2,541,612
American Capital Ltd., 6.50%, 9/15/18 (a)			2,463		2,543,047
Ameriprise Financial, Inc., 4.00%, 10/15/23			780		819,274
The Bank of New York Mellon Corp.:
2.40%, 1/17/17			1,000		1,016,804
2.20%, 5/15/19			1,650		1,663,160
2.30%, 9/11/19			365		365,895
2.15%, 2/24/20			750		744,298
3.55%, 9/23/21			480		502,625
3.65%, 2/04/24			830		851,322
The Charles Schwab Corp.:
4.45%, 7/22/20			550		608,516
3.00%, 3/10/25			270		265,398
Credit Suisse:
1.38%, 5/26/17			3,370		3,369,710
1.70%, 4/27/18			2,190		2,179,372
2.30%, 5/28/19			1,500		1,506,345
5.30%, 8/13/19			750		831,815
3.00%, 10/29/21			580		579,302
3.63%, 9/09/24			2,000		2,003,074
Credit Suisse AG, 6.50%, 8/08/23 (a)			10,000		11,050,000
Credit Suisse Group Funding Guernsey Ltd., 3.00%, 5/27/22	GBP		320		491,390
Credit Suisse USA, Inc., 7.13%, 7/15/32	USD		350		462,704
Deutsche Bank AG, 1.13%, 3/17/25	EUR		400		408,872
E*TRADE Financial Corp., 5.38%, 11/15/22	USD		1,108		1,155,090
Eco-Bat Finance PLC, 7.75%, 2/15/17	EUR		1,973		2,118,092
Franklin Resources, Inc., 2.85%, 3/30/25	USD		800		775,049
The Goldman Sachs Group, Inc.:
5.75%, 10/01/16			800		842,208
6.25%, 9/01/17			3,808		4,161,740
2.38%, 1/22/18			2,140		2,171,471

Corporate Bonds		Par   (000)		Value
Capital Markets (concluded)
2.90%, 7/19/18	USD		930	$	954,781
2.55%, 10/23/19			630		633,755
2.60%, 4/23/20			1,500		1,499,527
5.25%, 7/27/21			1,450		1,614,094
3.85%, 7/08/24			2,180		2,203,945
3.75%, 5/22/25			395		393,941
6.13%, 2/15/33			970		1,166,615
6.75%, 10/01/37			440		526,546
6.25%, 2/01/41			2,120		2,545,105
4.80%, 7/08/44			350		355,840
5.15%, 5/22/45			140		138,685
Huarong Finance II Co. Ltd., 5.50%, 1/16/25			5,000		5,216,340
Invesco Finance PLC:
3.13%, 11/30/22			370		371,717
4.00%, 1/30/24			1,010		1,046,545
KCG Holdings, Inc., 6.88%, 3/15/20 (a)			350		332,500
Morgan Stanley:
5.45%, 1/09/17			930		981,815
5.55%, 4/27/17			2,700		2,880,322
1.88%, 1/05/18			1,000		1,003,182
6.63%, 4/01/18			2,726		3,053,515
2.13%, 4/25/18			4,020		4,049,639
2.20%, 12/07/18			225		227,374
2.38%, 7/23/19			1,000		998,041
2.65%, 1/27/20			2,000		2,007,368
5.75%, 1/25/21			2,370		2,693,142
3.88%, 4/29/24			860		873,302
3.70%, 10/23/24			1,305		1,306,813
4.00%, 7/23/25			365		372,153
4.35%, 9/08/26			550		548,992
6.38%, 7/24/42			1,470		1,842,616
4.30%, 1/27/45			665		632,161
Northern Trust Corp., 3.38%, 8/23/21			870		911,474
Richtex Holdings Ltd. Via Ocean Wealth Ltd., 5.25%, 7/07/17	CNH		5,000		809,794
State Street Corp.:
4.38%, 3/07/21	USD		500		550,335
3.10%, 5/15/23			1,040		1,024,864
TD Ameritrade Holding Corp., 2.95%, 4/01/22			900		898,959
UBS AG:
1.38%, 8/14/17			1,200		1,196,012
5.88%, 12/20/17			970		1,063,859
5.75%, 4/25/18			750		827,697
4.75%, 2/12/26 (b)	EUR		5,260		6,262,372
Walter Investment Management Corp., 7.88%, 12/15/21	USD		225		210,937
Zhongrong International Bonds 2015 Ltd., 6.00%, 6/15/18			1,000		991,850
					103,246,709
Chemicals — 0.5%
Air Products & Chemicals, Inc.:
1.20%, 10/15/17			500		498,599
3.35%, 7/31/24			500		502,903
Airgas, Inc., 2.95%, 6/15/16			630		639,040
Ashland, Inc.:
3.88%, 4/15/18			1,212		1,249,027
4.75%, 8/15/22			825		832,219
Axalta Coating Systems U.S. Holdings, Inc./Axalta Coating Systems Dutch Holding, 7.38%, 5/01/21 (a)			1,580		1,682,700
Celanese U.S. Holdings LLC, 4.63%, 11/15/22			50		49,125
The Chemours Co.:
5.75%, 7/15/21			2,000		2,020,000
6.63%, 5/15/23 (a)			1,243		1,093,840
7.00%, 5/15/25 (a)			841		737,717

See Notes to Financial Statements.

36 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Chemicals (concluded)
E.I. Du Pont de Nemours & Co.:
3.63%, 1/15/21	USD		1,065	$	1,115,989
6.50%, 1/15/28			400		499,356
4.15%, 2/15/43			250		238,217
Eagle Spinco, Inc., 4.63%, 2/15/21			500		486,250
Eastman Chemical Co.:
3.80%, 3/15/25			180		177,225
4.65%, 10/15/44			180		171,742
Formosa Group Cayman Ltd., 3.38%, 4/22/25			2,000		1,911,000
Huntsman International LLC:
4.88%, 11/15/20			3,010		2,949,800
8.63%, 3/15/21			40		41,940
5.13%, 4/15/21	EUR		1,153		1,316,933
INEOS Group Holdings SA:
6.13%, 8/15/18 (a)	USD		200		203,500
5.88%, 2/15/19 (a)			4,620		4,660,425
LyondellBasell Industries NV, 4.63%, 2/26/55			290		254,798
Momentive Performance Materials, Inc., 3.88%, 10/24/21			700		607,250
Monitchem HoldCo 3 SA, 5.25%, 6/15/21	EUR		500		551,914
Monsanto Co.:
2.75%, 4/15/16	USD		605		612,363
4.20%, 7/15/34			695		635,553
4.40%, 7/15/44			835		743,253
4.70%, 7/15/64			150		130,163
Platform Specialty Products Corp., 6.50%, 2/01/22 (a)			2,071		2,143,485
PolyOne Corp., 5.25%, 3/15/23			400		397,000
Potash Corp. of Saskatchewan, Inc.:
4.88%, 3/30/20			500		550,983
3.63%, 3/15/24			825		832,222
5.63%, 12/01/40			200		224,023
PPG Industries, Inc.:
1.90%, 1/15/16			175		176,039
6.65%, 3/15/18			230		257,711
5.50%, 11/15/40			335		391,285
Praxair, Inc.:
4.50%, 8/15/19			750		819,341
2.45%, 2/15/22			665		652,629
3.55%, 11/07/42			200		180,037
PSPC Escrow Corp., 6.00%, 2/01/23	EUR		709		791,507
Rayonier AM Products, Inc., 5.50%, 6/01/24 (a)	USD		400		339,000
The Sherwin-Williams Co., 1.35%, 12/15/17			500		498,246
Sinochem Offshore Capital Co. Ltd., 3.25%, 4/29/19			18,968		19,235,638
TPC Group, Inc., 8.75%, 12/15/20 (a)			600		538,500
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 6.38%, 5/01/22	EUR		725		803,238
Tronox Finance LLC:
6.38%, 8/15/20	USD		700		574,000
7.50%, 3/15/22 (a)			275		225,500
WR Grace & Co., 5.13%, 10/01/21 (a)			450		454,500
Yingde Gases Investment Ltd., 8.13%, 4/22/18			2,500		2,337,500
					59,035,225
Commercial Services & Supplies — 0.2%
AA Bond Co. Ltd.:
9.50%, 7/31/19	GBP		373		634,190
5.50%, 7/31/22			535		830,259
ACCO Brands Corp., 6.75%, 4/30/20			100		106,000
The ADT Corp.:
2.25%, 7/15/17			350		348,687
4.13%, 4/15/19			575		584,344
6.25%, 10/15/21			925		980,500
3.50%, 7/15/22			650		595,153
4.13%, 6/15/23			75		70,125

Corporate Bonds		Par   (000)		Value
Commercial Services & Supplies (concluded)
4.88%, 7/15/42	USD		425	$	331,500
Ahern Rentals, Inc., 7.38%, 5/15/23 (a)			435		411,075
Algeco Scotsman Global Finance PLC, 8.50%, 10/15/18 (a)			750		699,927
Bilbao Luxembourg SA, 10.50% (10.50% Cash or 11.25% PIK), 12/01/18 (h)	EUR		2,273		2,628,719
Cenveo Corp., 6.00%, 8/01/19 (a)	USD		300		268,500
Clean Harbors, Inc.:
5.25%, 8/01/20			450		460,755
5.13%, 6/01/21			450		453,375
Covanta Holding Corp., 5.88%, 3/01/24			1,690		1,664,650
Envision Healthcare Corp., 5.13%, 7/01/22 (a)			325		328,250
ERAC USA Finance LLC:
6.20%, 11/01/16 (a)			407		430,383
6.38%, 10/15/17 (a)			470		516,175
GCL Holdings SCA, 9.38%, 4/15/18	EUR		1,000		1,147,671
ICTSI Treasury BV, 4.63%, 1/16/23	USD		1,900		1,921,375
IVS F. SpA, 7.13%, 4/01/20	EUR		483		559,629
Jaguar Holding Co. II/Jaguar Merger Sub, Inc., 9.50%, 12/01/19 (a)	USD		1,150		1,224,750
Mobile Mini, Inc., 7.88%, 12/01/20			1,211		1,259,440
Modular Space Corp., 10.25%, 1/31/19 (a)			3,130		2,441,400
Royal Capital BV, 6.25% (b)(i)			2,150		2,261,907
Safway Group Holding LLC/Safway Finance Corp., 7.00%, 5/15/18 (a)			3,040		3,100,800
Tervita Corp., 8.00%, 11/15/18 (a)			100		88,000
West Corp., 5.38%, 7/15/22 (a)			725		688,750
					27,036,289
Communications Equipment — 0.2%
Cisco Systems, Inc.:
1.10%, 3/03/17			1,325		1,329,669
1.65%, 6/15/18			900		903,694
2.13%, 3/01/19			1,750		1,767,717
2.45%, 6/15/20			600		605,615
3.50%, 6/15/25			320		325,096
5.90%, 2/15/39			820		989,322
5.50%, 1/15/40			450		523,039
CommScope Technologies Finance LLC, 6.00%, 6/15/25 (a)			1,776		1,753,800
Harris Corp., 5.05%, 4/27/45			115		109,458
Hughes Satellite Systems Corp.:
6.50%, 6/15/19			732		803,279
7.63%, 6/15/21			500		553,125
Inmarsat Finance PLC, 4.88%, 5/15/22 (a)			1,083		1,064,047
Intelsat Jackson Holdings SA:
7.25%, 4/01/19			1,450		1,437,313
7.25%, 10/15/20			5,466		5,418,173
7.50%, 4/01/21			125		124,375
5.50%, 8/01/23			1,820		1,651,650
Motorola Solutions, Inc., 5.50%, 9/01/44			180		171,240
Plantronics, Inc., 5.50%, 5/31/23 (a)			636		645,540
QUALCOMM, Inc.:
1.40%, 5/18/18			645		637,507
2.25%, 5/20/20			600		592,453
3.00%, 5/20/22			665		646,722
3.45%, 5/20/25			500		473,481
4.65%, 5/20/35			400		373,798
4.80%, 5/20/45			400		361,341
Telesat Canada/Telesat LLC, 6.00%, 5/15/17 (a)			400		406,750
ViaSat, Inc., 6.88%, 6/15/20			100		105,750
					23,773,954
Construction & Engineering — 0.1%
ABB Finance USA, Inc., 4.38%, 5/08/42			365		361,995

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 37

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Construction & Engineering (concluded)
Abengoa Finance SAU, 6.00%, 3/31/21	EUR		2,409	$	1,984,262
Abengoa Greenfield SA, 6.50%, 10/01/19 (a)	USD		865		683,350
AECOM:
5.75%, 10/15/22 (a)			1,050		1,065,750
5.88%, 10/15/24 (a)			1,032		1,047,480
China City Construction International Co. Ltd., 5.35%, 7/03/17	CNH		20,000		3,198,971
Obrascon Huarte Lain SA, 5.50%, 3/15/23	EUR		926		938,163
Officine Maccaferri SpA, 5.75%, 6/01/21			1,253		1,369,831
Pratama Agung Pte Ltd., 6.25%, 2/24/20	USD		2,000		1,950,490
TRI Pointe Holdings, Inc., 4.38%, 6/15/19			760		752,400
					13,352,692
Construction Materials — 0.0%
Cemex Finance LLC, 5.25%, 4/01/21	EUR		1,296		1,471,724
Cemex SAB de CV, 5.70%, 1/11/25 (a)	USD		775		753,300
Kerneos Corporate SAS, 5.75%, 3/01/21	EUR		673		761,443
Pfleiderer GmbH, 7.88%, 8/01/19			1,555		1,780,358
Vulcan Materials Co., 7.50%, 6/15/21	USD		300		346,500
					5,113,325
Consumer Finance — 0.5%
Ally Financial, Inc.:
2.75%, 1/30/17			225		225,563
5.50%, 2/15/17			2,125		2,217,969
6.25%, 12/01/17			200		214,000
3.25%, 2/13/18			750		749,063
3.60%, 5/21/18			850		856,247
4.75%, 9/10/18			125		129,688
3.50%, 1/27/19			150		149,437
8.00%, 3/15/20			400		472,000
4.13%, 3/30/20			1,200		1,209,000
7.50%, 9/15/20			375		438,337
5.13%, 9/30/24			2,075		2,098,344
4.63%, 3/30/25			2,525		2,430,313
8.00%, 11/01/31			6,708		8,016,060
American Express Co.:
1.55%, 5/22/18			580		576,656
2.65%, 12/02/22			1,090		1,047,877
4.05%, 12/03/42			370		347,420
American Express Credit Corp.:
1.30%, 7/29/16			1,290		1,294,905
2.80%, 9/19/16			3,400		3,469,044
1.13%, 6/05/17			850		846,100
2.13%, 7/27/18			910		918,445
2.13%, 3/18/19			840		844,026
Capital One Financial Corp.:
6.75%, 9/15/17			1,870		2,059,401
2.45%, 4/24/19			2,350		2,349,481
3.20%, 2/05/25			960		905,527
Capital One N.A., 1.50%, 3/22/18			1,400		1,382,300
Cerved Group SpA, 6.38%, 1/15/20	EUR		796		914,639
Discover Bank, 4.20%, 8/08/23	USD		1,620		1,649,478
Ford Motor Credit Co. LLC:
4.21%, 4/15/16			100		102,053
3.98%, 6/15/16			100		102,147
8.00%, 12/15/16			620		672,358
1.72%, 12/06/17			4,040		4,016,717
5.00%, 5/15/18			1,030		1,105,874
2.88%, 10/01/18			930		943,622
Jefferies Finance LLC/JFIN Co-Issuer Corp.:
7.38%, 4/01/20 (a)			695		695,000
6.88%, 4/15/22 (a)			1,351		1,296,960

Corporate Bonds		Par   (000)		Value
Consumer Finance (concluded)
Navient Corp.:
6.00%, 1/25/17	USD		850	$	866,469
4.63%, 9/25/17			125		124,219
8.45%, 6/15/18			1,400		1,512,000
5.50%, 1/15/19			800		782,000
4.88%, 6/17/19			1,000		955,000
8.00%, 3/25/20			875		910,000
5.00%, 10/26/20			500		461,250
5.88%, 3/25/21			1,000		937,500
7.25%, 1/25/22			175		172,813
5.50%, 1/25/23			350		306,250
6.13%, 3/25/24			650		578,500
5.88%, 10/25/24			600		522,000
5.63%, 8/01/33			75		53,625
Springleaf Finance Corp.:
6.90%, 12/15/17			1,425		1,517,625
5.25%, 12/15/19			600		605,220
7.75%, 10/01/21			250		275,625
Synchrony Financial, 1.88%, 8/15/17			665		664,936
Toyota Motor Credit Corp.:
1.25%, 10/05/17			1,000		1,002,393
2.00%, 10/24/18			990		998,835
2.13%, 7/18/19			1,250		1,255,190
4.25%, 1/11/21			435		476,178
Unican Ltd.:
5.80%, 5/30/17	CNH		13,500		2,167,563
5.15%, 7/02/18			6,000		952,452
					64,843,694
Containers & Packaging — 0.1%
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc.:
3.29%, 12/15/19 (a)(b)	USD		500		493,243
4.25%, 1/15/22	EUR		2,640		2,922,399
Ball Corp.:
5.00%, 3/15/22	USD		400		409,774
4.00%, 11/15/23			300		285,750
5.25%, 7/01/25			1,050		1,055,827
Berry Plastics Corp.:
5.50%, 5/15/22			150		151,500
5.13%, 7/15/23			600		589,500
Beverage Packaging Holdings Luxembourg II SA/Beverage Packaging Holdings II Is, 6.00%, 6/15/17 (a)			981		976,095
Cascades, Inc., 5.50%, 7/15/22 (a)			425		411,187
Crown Americas LLC/Crown Americas Capital Corp. III, 6.25%, 2/01/21			700		734,300
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50%, 1/15/23			750		727,500
Crown European Holdings SA, 4.00%, 7/15/22	EUR		518		588,804
Horizon Holdings I SASU, 7.25%, 8/01/23			375		422,057
JH-Holding Finance SA, 8.25% (8.25% Cash or 9.00% PIK), 12/01/22 (h)			350		405,529
Owens-Brockway Glass Container, Inc.:
7.38%, 5/15/16	USD		54		55,890
5.00%, 1/15/22 (a)			350		350,000
ProGroup AG, 5.13%, 5/01/22	EUR		293		332,760
Sealed Air Corp.:
5.25%, 4/01/23 (a)	USD		1,450		1,471,750
4.50%, 9/15/23	EUR		420		482,022
5.13%, 12/01/24 (a)	USD		374		378,675
5.50%, 9/15/25 (a)			307		313,524
SGD Group SAS, 5.63%, 5/15/19	EUR		1,708		1,932,084

See Notes to Financial Statements.

38 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Containers & Packaging (concluded)
Silgan Holdings, Inc., 5.00%, 4/01/20	USD		100	$	102,250
					15,592,420
Distributors — 0.0%
LKQ Corp., 4.75%, 5/15/23			100		95,250
Diversified Consumer Services — 0.0%
The Cleveland Clinic Foundation, 4.86%, 1/01/14			125		118,877
Service Corp. International, 5.38%, 5/15/24			1,565		1,658,900
TUI AG, 4.50%, 10/01/19	EUR		188		214,885
					1,992,662
Diversified Financial Services — 1.4%
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust:
3.75%, 5/15/19 (a)	USD		650		651,495
4.25%, 7/01/20			1,000		1,008,750
4.50%, 5/15/21 (a)			1,150		1,167,250
5.00%, 10/01/21 (a)			1,150		1,194,563
4.63%, 7/01/22			2,282		2,324,787
Aircastle Ltd.:
6.75%, 4/15/17			300		320,250
6.25%, 12/01/19			100		110,875
7.63%, 4/15/20			880		1,016,400
5.13%, 3/15/21			575		592,250
5.50%, 2/15/22			250		260,625
Ally Financial, Inc., 3.75%, 11/18/19			750		746,250
Altice U.S. Finance SA, 7.75%, 7/15/25 (a)			760		746,700
American Honda Finance Corp., 2.25%, 8/15/19			600		604,569
The Bear Stearns Cos. LLC:
6.40%, 10/02/17			810		888,687
7.25%, 2/01/18			1,430		1,614,257
BNP Paribas SA, 2.88%, 3/20/26 (b)	EUR		165		186,288
BP Capital Markets PLC:
1.85%, 5/05/17	USD		1,750		1,767,458
2.24%, 5/10/19			825		832,116
2.52%, 1/15/20			275		278,502
4.50%, 10/01/20			825		904,787
4.74%, 3/11/21			715		788,960
3.06%, 3/17/22			425		424,941
3.99%, 9/26/23			855		884,463
3.54%, 11/04/24			280		277,257
3.51%, 3/17/25			1,125		1,113,059
CIMPOR Financial Operations BV, 5.75%, 7/17/24 (a)			500		387,500
CME Group, Inc.:
3.00%, 9/15/22			560		562,018
3.00%, 3/15/25			850		830,953
5.30%, 9/15/43			225		253,753
CNH Industrial Capital LLC:
3.25%, 2/01/17			300		301,500
3.88%, 7/16/18 (a)			500		503,750
3.38%, 7/15/19			250		245,937
CNO Financial Group Inc:
6.25%, 11/01/16			200		208,280
3.63%, 4/15/18			200		202,459
4.50%, 5/30/20			35		36,138
5.25%, 5/30/25			370		386,650
Cognita Financing PLC, 7.75%, 8/15/21	GBP		1,600		2,498,634
Consolidated Energy Finance SA, 6.75%, 10/15/19 (a)	USD		750		757,515
Doric Nimrod Air Alpha Pass-Through Trust, Series 2013-1, Class A, 5.25%, 5/30/23 (a)			8,681		9,071,765
Doric Nimrod Air Alpha Pass-Through Trust, Series 2013-1, Class B, 6.13%, 11/30/19 (a)			3,895		4,109,220

Corporate Bonds		Par   (000)		Value
Diversified Financial Services (continued)
General Electric Capital Corp.:
1.50%, 7/12/16	USD		1,000	$	1,007,944
2.30%, 4/27/17			1,470		1,497,978
1.25%, 5/15/17			750		752,027
2.30%, 1/14/19			730		740,344
4.63%, 1/07/21			2,170		2,397,830
3.15%, 9/07/22			790		801,376
6.75%, 3/15/32			650		862,515
5.88%, 1/14/38			3,460		4,243,905
6.88%, 1/10/39			530		723,215
General Motors Financial Co., Inc.:
3.20%, 7/13/20			1,250		1,235,624
4.38%, 9/25/21			450		461,229
Globe Luxembourg SCA, 9.63%, 5/01/18 (a)			200		176,250
HeidelbergCement Finance Luxembourg SA:
2.25%, 3/12/19	EUR		12		13,529
3.25%, 10/21/20			54		62,635
3.25%, 10/21/21			55		64,085
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
3.50%, 3/15/17	USD		1,620		1,637,010
4.88%, 3/15/19			2,569		2,649,281
6.00%, 8/01/20			2,757		2,901,743
5.88%, 2/01/22			500		517,500
ING Bank NV:
1.80%, 3/16/18 (a)			1,150		1,152,973
5.80%, 9/25/23 (a)			630		688,909
3.50%, 11/21/23	EUR		860		998,410
Intercontinental Exchange, Inc., 2.50%, 10/15/18	USD		1,250		1,273,129
JPMorgan Chase & Co.:
3.15%, 7/05/16			2,032		2,070,645
6.00%, 1/15/18			3,257		3,577,036
4.85%, 2/01/44			1,970		2,078,752
JPMorgan Chase Bank N.A., 6.00%, 10/01/17			900		978,845
LeasePlan Corp NV, 3.00%, 10/23/17 (a)			300		306,273
Maikun Investment Co. Ltd., 4.50%, 6/06/17	CNH		10,000		1,601,423
Moody’s Corp., 2.75%, 7/15/19	USD		1,195		1,208,930
MSCI, Inc., 5.25%, 11/15/24 (a)			630		642,411
National Rural Utilities Cooperative Finance Corp.:
10.38%, 11/01/18			500		631,469
2.35%, 6/15/20			400		399,867
3.40%, 11/15/23			500		510,649
Nationwide Building Society, 6.88% (b)(i)	GBP		2,900		4,551,417
The Nielsen Co Luxembourg SARL, 5.50%, 10/01/21 (a)	USD		100		102,500
OneMain Financial Holdings, Inc.:
6.75%, 12/15/19 (a)			350		369,250
7.25%, 12/15/21 (a)			700		729,750
ORIX Corp., 2.95%, 7/23/20			6,000		6,017,700
Pershing Square Holdings Ltd., 5.50%, 7/15/22 (a)			4,100		4,124,780
Quicken Loans, Inc., 5.75%, 5/01/25 (a)			825		798,187
Royal Bank of Scotland Group PLC:
6.13%, 12/15/22			1,500		1,610,136
6.10%, 6/10/23			250		269,965
6.00%, 12/19/23			26,700		28,619,463
3.63%, 3/25/24 (b)	EUR		4,200		4,763,075
5.13%, 5/28/24	USD		6,500		6,568,153
Santander Issuances SAU, 2.50%, 3/18/25	EUR		3,700		3,903,647
Société Générale SA:
5.00%, 1/17/24 (a)	USD		350		357,588
4.25%, 4/14/25 (a)			10,005		9,544,100
Sun Hung Kai & Co. BVI Ltd., 6.38%, 9/26/17			1,500		1,558,944

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 39

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Diversified Financial Services (concluded)
TMX Finance LLC /TitleMax Finance Corp., 8.50%, 9/15/18 (a)	USD		75	$	59,625
Total Capital Canada Ltd., 1.45%, 1/15/18			1,300		1,300,642
Total Capital International SA, 1.55%, 6/28/17			715		720,004
Total Capital SA, 4.45%, 6/24/20			615		677,651
United Group BV, 7.88%, 11/15/20	EUR		2,585		3,023,792
Voya Financial, Inc., 2.90%, 2/15/18	USD		4,200		4,310,216
Woodside Homes Co. LLC/Woodside Homes Finance, Inc., 6.75%, 12/15/21 (a)			2,220		2,097,900
Yufu Eternity Ltd., 5.63%, 11/26/17	CNH		8,000		1,278,167
					169,284,004
Diversified Telecommunication Services — 1.0%
Alcatel-Lucent USA, Inc.:
4.63%, 7/01/17 (a)	USD		500		516,250
6.75%, 11/15/20 (a)			4,020		4,321,500
6.45%, 3/15/29			2,800		2,954,000
Altice Financing SA:
7.88%, 12/15/19 (a)			2,280		2,399,700
6.50%, 1/15/22 (a)			1,270		1,311,275
5.25%, 2/15/23	EUR		1,657		1,869,844
6.63%, 2/15/23 (a)	USD		2,927		3,014,810
Altice Finco SA, 7.63%, 2/15/25 (a)			476		484,330
Altice SA:
7.25%, 5/15/22	EUR		2,910		3,259,824
7.75%, 5/15/22 (a)	USD		4,185		4,216,387
6.25%, 2/15/25	EUR		1,179		1,251,135
7.63%, 2/15/25 (a)	USD		2,019		1,978,620
AT&T, Inc.:
2.45%, 6/30/20			440		432,799
3.90%, 3/11/24			1,670		1,690,272
2.45%, 3/15/35	EUR		245		249,415
4.30%, 12/15/42	USD		540		466,637
4.35%, 6/15/45			2,193		1,887,921
4.75%, 5/15/46			325		299,755
Avaya, Inc., 7.00%, 4/01/19 (a)			2,295		2,214,675
Bakrie Telecom Pte. Ltd., 11.50%, 5/07/15 (j)			1,000		40,000
CenturyLink, Inc.:
6.00%, 4/01/17			750		785,625
5.63%, 4/01/20			2,800		2,859,220
6.45%, 6/15/21			800		816,000
5.80%, 3/15/22			650		631,313
5.63%, 4/01/25 (a)			750		685,313
7.60%, 9/15/39			725		645,250
7.65%, 3/15/42			200		177,000
Cincinnati Bell, Inc., 8.38%, 10/15/20			450		471,937
CommScope Holding Co., Inc., 6.63% (6.63% Cash or 7.38% PIK), 6/01/20 (a)(h)			125		130,000
CommScope, Inc.:
4.38%, 6/15/20 (a)			1,233		1,240,706
5.00%, 6/15/21 (a)			450		444,375
5.50%, 6/15/24 (a)			768		751,680
Consolidated Communications, Inc., 6.50%, 10/01/22 (a)			1,310		1,215,025
Digicel Ltd., 6.00%, 4/15/21 (a)			3,660		3,449,550
Frontier Communications Corp.:
8.25%, 4/15/17			200		215,000
8.13%, 10/01/18			150		161,250
8.50%, 4/15/20			750		776,250
6.25%, 9/15/21			2,530		2,333,925
7.13%, 1/15/23			495		446,737
7.63%, 4/15/24			1,282		1,166,620
6.88%, 1/15/25			480		408,600
9.00%, 8/15/31			450		410,625
Level 3 Communications, Inc., 5.75%, 12/01/22			300		302,250

Corporate Bonds		Par   (000)		Value
Diversified Telecommunication Services (concluded)
Level 3 Financing, Inc.:
7.00%, 6/01/20	USD		500	$	527,500
8.63%, 7/15/20			1,000		1,067,500
6.13%, 1/15/21			25		26,219
5.38%, 8/15/22			2,647		2,673,470
5.63%, 2/01/23 (a)			1,103		1,114,030
5.13%, 5/01/23 (a)			2,374		2,308,715
5.38%, 5/01/25 (a)			2,023		1,969,896
Orange SA:
8.13%, 1/28/33	EUR		150		275,223
5.38%, 1/13/42	USD		540		561,767
PCCW Capital No 4 Ltd., 5.75%, 4/17/22			2,000		2,163,390
Play Finance 2 SA, 5.25%, 2/01/19	EUR		1,710		1,934,347
Qwest Corp., 6.88%, 9/15/33	USD		280		275,100
SoftBank Group Corp.:
4.50%, 4/15/20 (a)			1,600		1,606,000
5.38%, 7/30/22			3,000		3,026,100
Telecom Italia Capital SA:
7.00%, 6/04/18			725		797,500
7.18%, 6/18/19			225		253,692
6.38%, 11/15/33			225		231,750
6.00%, 9/30/34			600		594,000
7.20%, 7/18/36			1,650		1,823,250
7.72%, 6/04/38			125		143,750
Telecom Italia Finance SA, 7.75%, 1/24/33	EUR		1,075		1,629,489
Telecom Italia SpA:
4.00%, 1/21/20			200		239,768
5.88%, 5/19/23	GBP		1,350		2,278,680
5.30%, 5/30/24 (a)	USD		1,600		1,608,000
Telefonica Emisiones SAU, 2.93%, 10/17/29	EUR		200		232,814
Telenet Finance V Luxembourg SCA:
6.25%, 8/15/22			1,689		2,003,339
6.75%, 8/15/24			1,600		1,928,526
Telenet Finance VI Luxembourg SCA, 4.88%, 7/15/27			1,110		1,183,217
UPCB Finance IV Ltd.:
5.38%, 1/15/25 (a)	USD		650		628,875
4.00%, 1/15/27	EUR		825		851,692
UPCB Finance V Ltd., 7.25%, 11/15/21 (a)	USD		450		484,875
UPCB Finance VI Ltd., 6.88%, 1/15/22 (a)			585		624,487
Verizon Communications, Inc.:
2.50%, 9/15/16			5,562		5,647,755
5.15%, 9/15/23			740		814,458
3.25%, 2/17/26	EUR		460		568,950
3.85%, 11/01/42	USD		1,930		1,624,734
6.55%, 9/15/43			2,820		3,331,630
Wind Acquisition Finance SA:
6.50%, 4/30/20 (a)			200		212,500
4.00%, 7/15/20	EUR		4,197		4,707,301
4.75%, 7/15/20 (a)	USD		1,000		1,022,500
7.38%, 4/23/21 (a)			2,000		2,120,000
Windstream Corp.:
7.88%, 11/01/17			750		759,375
7.75%, 10/15/20			500		457,813
7.75%, 10/01/21			575		485,875
7.50%, 4/01/23			500		407,500
6.38%, 8/01/23			350		271,250
					114,882,002
Electric Utilities — 0.6%
AES Gener SA, 5.00%, 7/14/25 (a)			2,375		2,418,206
Alabama Power Co.:
4.15%, 8/15/44			510		499,879
3.75%, 3/01/45			130		118,657
Areva SA, 4.88%, 9/23/24	EUR		50		57,497

See Notes to Financial Statements.

40 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Electric Utilities (continued)
Arizona Public Service Co., 4.70%, 1/15/44	USD		250	$	266,852
Berkshire Hathaway Energy Co., 5.15%, 11/15/43			1,400		1,524,508
CE Energy A/S, 7.00%, 2/01/21	EUR		495		567,417
Commonwealth Edison Co.:
6.15%, 9/15/17	USD		400		439,212
3.10%, 11/01/24			800		795,943
The Connecticut Light & Power Co., 4.30%, 4/15/44			125		127,259
ContourGlobal Power Holdings SA, 7.13%, 6/01/19 (a)			2,030		2,111,200
Duke Energy Carolinas LLC:
6.05%, 4/15/38			1,305		1,634,434
3.75%, 6/01/45			90		84,903
Duke Energy Florida, Inc., 3.10%, 8/15/21			1,780		1,833,573
Duke Energy Indiana, Inc., 4.90%, 7/15/43			300		328,326
Duke Energy Progress, Inc.:
4.10%, 5/15/42			515		507,735
4.10%, 3/15/43			1,040		1,023,083
4.15%, 12/01/44			500		495,953
Electricite de France SA, 6.00%, 1/22/14 (a)			7,500		8,388,990
Empresa Electrica Guacolda SA, 4.56%, 4/30/25			434		424,703
EnBW Energie Baden-Wuerttemberg AG, 3.63%, 4/02/76 (b)	EUR		520		581,084
Enel Finance International NV, 5.75%, 9/14/40	GBP		240		450,841
Enel SpA, 5.00%, 1/15/75 (b)	EUR		370		437,723
Engie, 3.00% (b)(i)			300		338,638
Entergy Arkansas, Inc., 3.05%, 6/01/23	USD		250		246,252
Entergy Corp., 4.00%, 7/15/22			470		478,956
Entergy Louisiana LLC, 4.05%, 9/01/23			500		529,092
Exelon Corp.:
1.55%, 6/09/17			600		600,271
5.63%, 6/15/35			620		680,797
FirstEnergy Corp.:
2.75%, 3/15/18			50		50,645
4.25%, 3/15/23			1,000		1,015,276
7.38%, 11/15/31			600		736,057
FirstEnergy Transmission LLC, 4.35%, 1/15/25 (a)			850		871,836
Florida Power & Light Co.:
5.25%, 2/01/41			370		431,035
3.80%, 12/15/42			1,475		1,402,209
4.05%, 10/01/44			260		257,776
Gas Natural Fenosa Finance BV, 3.38% (b)(i)	EUR		500		511,372
Georgia Power Co.:
2.85%, 5/15/22	USD		670		652,653
5.95%, 2/01/39			470		560,548
Hero Asia Investment Ltd., 5.25% (b)(i)			1,500		1,507,849
Jersey Central Power & Light Co.:
5.63%, 5/01/16			1,400		1,442,021
4.70%, 4/01/24 (a)			330		347,621
Kentucky Utilities Co., 4.65%, 11/15/43			750		801,163
MidAmerican Energy Co.:
2.40%, 3/15/19			1,005		1,020,447
6.75%, 12/30/31			575		758,089
4.40%, 10/15/44			350		361,885
Mississippi Power Co., 4.25%, 3/15/42			500		449,893
Monongahela Power Co., 5.40%, 12/15/43 (a)			300		332,325
NGG Finance PLC, 4.25%, 6/18/76 (b)	EUR		520		616,745
Northern States Power Co.:
2.60%, 5/15/23	USD		845		824,367
4.13%, 5/15/44			530		529,543
NSTAR Electric Co., 4.40%, 3/01/44			250		256,505
Oglethorpe Power Corp., 4.20%, 12/01/42			400		381,227
Oklahoma Gas & Electric Co., 3.90%, 5/01/43			250		238,985

Corporate Bonds		Par   (000)		Value
Electric Utilities (concluded)
Oncor Electric Delivery Co. LLC, 5.30%, 6/01/42	USD		680	$	769,081
PacifiCorp.:
2.95%, 6/01/23			300		296,613
5.75%, 4/01/37			560		673,659
6.35%, 7/15/38			560		721,547
PECO Energy Co., 5.95%, 10/01/36			865		1,072,999
Perusahaan Listrik Negara PT, 5.50%, 11/22/21			10,884		11,496,769
Potomac Electric Power Co., 4.15%, 3/15/43			750		740,273
PPL Capital Funding, Inc., 5.00%, 3/15/44			300		316,762
Public Service Co. of Colorado, 4.30%, 3/15/44			450		460,759
Puget Sound Energy, Inc.:
5.80%, 3/15/40			250		309,033
5.64%, 4/15/41			250		304,219
Sierra Pacific Power Co., 3.38%, 8/15/23			580		587,217
Southern California Edison Co.:
3.50%, 10/01/23			760		784,492
6.05%, 3/15/39			665		835,358
5.50%, 3/15/40			300		358,356
4.50%, 9/01/40			450		471,274
4.65%, 10/01/43			300		322,980
The Southern Co., 2.45%, 9/01/18			1,065		1,085,257
SSE PLC, 5.03% (b)(i)	EUR		1,120		1,236,559
Talen Energy Supply LLC:
4.63%, 7/15/19 (a)	USD		900		873,000
4.60%, 12/15/21			600		537,150
6.50%, 6/01/25 (a)			555		543,900
Viridian Group Fundco II Ltd., 7.50%, 3/01/20	EUR		617		682,905
Westar Energy, Inc., 5.10%, 7/15/20	USD		500		562,625
					70,392,843
Electrical Equipment — 0.1%
AE-Rotor Holding BV, 4.97%, 3/28/18			3,350		3,469,699
Emerson Electric Co.:
4.88%, 10/15/19			675		747,979
2.63%, 12/01/21			900		901,691
General Cable Corp., 5.75%, 10/01/22			425		389,937
GrafTech International Ltd., 6.38%, 11/15/20			413		367,570
Rockwell Automation, Inc., 2.88%, 3/01/25			300		292,414
					6,169,290
Electronic Equipment, Instruments & Components — 0.0%
Belden, Inc.:
5.50%, 9/01/22 (a)			575		573,563
5.50%, 4/15/23	EUR		2,749		3,089,130
Corning, Inc.:
1.45%, 11/15/17	USD		250		249,609
4.75%, 3/15/42			200		208,505
Zebra Technologies Corp., 7.25%, 10/15/22 (a)			750		821,250
					4,942,057
Energy Equipment & Services — 0.2%
Atwood Oceanics, Inc., 6.50%, 2/01/20			625		585,156
Baker Hughes, Inc., 5.13%, 9/15/40			510		541,561
Calfrac Holdings LP, 7.50%, 12/01/20 (a)			3,705		3,056,625
CGG SA, 6.50%, 6/01/21			200		152,000
Ensco PLC:
4.50%, 10/01/24			450		412,364
5.75%, 10/01/44			78		67,898
Florida East Coast Holdings Corp., 6.75%, 5/01/19 (a)			1,436		1,450,360
Gulfmark Offshore, Inc., 6.38%, 3/15/22			100		73,750
Halliburton Co.:
2.00%, 8/01/18			500		502,883

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 41

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Energy Equipment & Services (concluded)
3.50%, 8/01/23	USD		645	$	646,509
4.75%, 8/01/43			1,725		1,733,280
McDermott International, Inc., 8.00%, 5/01/21 (a)			500		431,250
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc., 8.13%, 11/15/21 (a)			100		98,500
Navios Maritime Holdings, Inc./Navios Maritime Finance II U.S., Inc., 7.38%, 1/15/22 (a)			100		85,250
Pelabuhan Indonesia II PT, 4.25%, 5/05/25			425		399,500
PHI, Inc., 5.25%, 3/15/19			600		544,500
Seventy Seven Energy, Inc., 6.50%, 7/15/22			333		176,490
Transocean, Inc.:
5.55%, 12/15/16			500		505,000
3.00%, 10/15/17			667		625,646
6.00%, 3/15/18			1,366		1,311,360
6.50%, 11/15/20			702		607,230
6.88%, 12/15/21			1,000		846,250
4.30%, 10/15/22			568		412,510
7.50%, 4/15/31			500		370,937
6.80%, 3/15/38			550		379,500
Trionista TopCo GmbH, 6.88%, 4/30/21	EUR		3,657		4,254,384
					20,270,693
Food & Staples Retailing — 0.2%
Brakes Capital, 7.13%, 12/15/18	GBP		1,000		1,614,742
Costco Wholesale Corp., 1.70%, 12/15/19	USD		625		619,347
CVS Health Corp.:
3.38%, 8/12/24			400		394,118
5.30%, 12/05/43			160		173,541
Ingles Markets, Inc., 5.75%, 6/15/23			300		306,000
Rite Aid Corp.:
9.25%, 3/15/20			1,000		1,086,450
8.00%, 8/15/20			250		260,400
6.75%, 6/15/21			550		584,375
6.13%, 4/01/23 (a)			2,881		2,992,639
Tesco Corporate Treasury Services PLC, 2.50%, 7/01/24	EUR		800		838,196
Tesco PLC:
2.70%, 1/05/17 (a)	USD		250		252,315
5.50%, 11/15/17 (a)			1,000		1,065,948
6.15%, 11/15/37 (a)			700		695,530
Wal-Mart Stores, Inc.:
1.13%, 4/11/18			1,000		997,476
4.13%, 2/01/19			1,350		1,458,829
4.25%, 4/15/21			1,000		1,096,197
7.55%, 2/15/30			445		633,644
5.25%, 9/01/35			645		752,878
6.50%, 8/15/37			605		796,753
6.20%, 4/15/38			365		466,786
5.63%, 4/15/41			1,785		2,185,045
4.00%, 4/11/43			2,140		2,108,497
4.30%, 4/22/44			672		694,223
					22,073,929
Food Products — 0.2%
Aramark Services, Inc., 5.75%, 3/15/20			1,958		2,046,110
B&G Foods, Inc., 4.63%, 6/01/21			475		472,625
Bakkavor Finance 2 PLC, 8.25%, 2/15/18	GBP		706		1,146,620
Bestfoods, 6.63%, 4/15/28	USD		125		160,977
Boparan Finance PLC:
4.38%, 7/15/21	EUR		220		222,300
5.50%, 7/15/21	GBP		1,027		1,464,407
Bumble Bee Holdings, Inc., 9.00%, 12/15/17 (a)	USD		92		95,680
Dean Foods Co., 6.50%, 3/15/23 (a)			500		511,875
Diamond Foods, Inc., 7.00%, 3/15/19 (a)			1,590		1,625,775

Corporate Bonds		Par   (000)		Value
Food Products (concluded)
Findus Bondco SA, 9.13%, 7/01/18	EUR		1,100	$	1,265,603
FPC Finance Ltd., 6.00%, 6/28/19	USD		1,000		1,073,600
FPC Treasury Ltd., 4.50%, 4/16/23			1,500		1,470,079
General Mills, Inc., 5.40%, 6/15/40			130		143,765
The Hershey Co., 4.13%, 12/01/20			400		437,895
JBS USA LLC/JBS USA Finance, Inc.:
8.25%, 2/01/20 (a)			100		106,000
7.25%, 6/01/21 (a)			1,100		1,156,375
7.25%, 6/01/21			100		105,125
5.88%, 7/15/24 (a)			500		507,500
5.75%, 6/15/25 (a)			500		495,473
Kraft Foods Group, Inc., 5.00%, 6/04/42			380		387,368
Pilgrim’s Pride Corp., 5.75%, 3/15/25 (a)			135		138,037
Post Holdings, Inc.:
6.75%, 12/01/21 (a)			500		503,750
7.38%, 2/15/22			1,000		1,022,500
6.00%, 12/15/22 (a)			400		388,000
R&R Ice Cream PLC:
9.25% (9.25% Cash or 10.00% PIK), 5/15/18 (h)	EUR		3,163		3,512,114
4.75%, 5/15/20			105		118,787
Smithfield Foods, Inc., 6.63%, 8/15/22	USD		1,771		1,893,110
Tingyi Cayman Islands Holdings, 4.38%, 8/06/18	CNH		8,000		1,284,218
Unilever Capital Corp., 2.20%, 3/06/19	USD		750		759,850
The WhiteWave Foods Co., 5.38%, 10/01/22			725		761,250
Wm. Wrigley Jr. Co., 2.00%, 10/20/17 (a)			3,110		3,133,496
					28,410,264
Gas Utilities — 0.0%
Atmos Energy Corp., 4.15%, 1/15/43			395		380,575
Perusahaan Penerbit SBSN Indonesia III, 4.35%, 9/10/24			2,300		2,262,625
					2,643,200
Health Care Equipment & Supplies — 0.2%
Abbott Laboratories:
2.55%, 3/15/22			500		490,919
2.95%, 3/15/25			705		679,493
6.00%, 4/01/39			435		536,666
5.30%, 5/27/40			250		288,316
Alere, Inc.:
7.25%, 7/01/18			1,210		1,269,290
6.38%, 7/01/23 (a)			376		391,040
Covidien International Finance SA:
3.20%, 6/15/22			445		450,212
6.55%, 10/15/37			165		214,093
DH Europe Finance SA, 2.50%, 7/08/25	EUR		200		230,388
Hologic, Inc.:
6.25%, 8/01/20	USD		1,674		1,726,313
5.25%, 7/15/22 (a)			1,294		1,336,055
Medtronic, Inc.:
1.38%, 4/01/18			1,000		996,352
2.50%, 3/15/20 (a)			1,250		1,257,371
3.15%, 3/15/22 (a)			1,545		1,555,410
3.63%, 3/15/24			750		767,498
4.38%, 3/15/35 (a)			315		315,287
4.00%, 4/01/43			855		804,022
4.63%, 3/15/45 (a)			3,225		3,262,762
4.63%, 3/15/45			330		336,181
St Jude Medical, Inc.:
3.25%, 4/15/23			345		340,548
4.75%, 4/15/43			450		454,800
Stryker Corp.:
3.38%, 5/15/24			635		637,127

See Notes to Financial Statements.

42 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Health Care Equipment & Supplies (concluded)
4.38%, 5/15/44	USD		600	$	592,717
Universal Hospital Services, Inc., 7.63%, 8/15/20			200		187,000
Zimmer Biomet Holdings, Inc., 2.00%, 4/01/18			405		404,648
					19,524,508
Health Care Providers & Services — 0.8%
3AB Optique Developement SAS, 5.63%, 4/15/19	EUR		605		644,508
Acadia Healthcare Co., Inc., 5.63%, 2/15/23 (a)	USD		154		156,310
Aetna, Inc.:
1.75%, 5/15/17			1,624		1,629,142
2.20%, 3/15/19			760		757,190
2.75%, 11/15/22			1,450		1,370,888
4.13%, 11/15/42			1,080		983,515
AmerisourceBergen Corp.:
3.40%, 5/15/24			535		530,833
4.25%, 3/01/45			500		462,327
Amsurg Corp., 5.63%, 7/15/22			2,715		2,792,513
Anthem, Inc.:
2.38%, 2/15/17			2,033		2,056,382
5.88%, 6/15/17			683		735,008
1.88%, 1/15/18			780		777,120
4.65%, 8/15/44			520		496,112
Care UK Health & Social Care PLC, 5.58%, 7/15/19 (b)	GBP		1,337		2,025,283
Centene Corp., 4.75%, 5/15/22	USD		557		559,785
CHS/Community Health Systems, Inc.:
5.13%, 8/15/18			1,645		1,686,125
8.00%, 11/15/19			1,400		1,471,735
7.13%, 7/15/20			1,500		1,597,500
5.13%, 8/01/21			175		181,563
6.88%, 2/01/22			4,056		4,339,920
DaVita HealthCare Partners, Inc.:
5.75%, 8/15/22			1,000		1,065,000
5.13%, 7/15/24			2,943		2,965,705
5.00%, 5/01/25			2,053		2,029,904
DJO Finco, Inc. / DJO Finance LLC / DJO Finance Corp., 8.13%, 6/15/21 (a)			1,421		1,460,077
Ephios Bondco PLC, 6.25%, 7/01/22	EUR		875		980,188
Ephios Bondco PLC, Fungible Issue, 6.25%, 7/01/22			1,150		1,289,004
Ephios Holdco II PLC, 8.25%, 7/01/23			575		636,230
ExamWorks Group, Inc., 5.63%, 4/15/23	USD		759		778,924
Fresenius Medical Care U.S. Finance II, Inc.:
5.63%, 7/31/19 (a)			700		764,750
4.13%, 10/15/20 (a)			400		408,000
5.88%, 1/31/22 (a)			500		540,000
Fresenius Medical Care U.S. Finance, Inc., 5.75%, 2/15/21 (a)			500		536,250
HCA Holdings, Inc., 6.25%, 2/15/21			545		596,775
HCA, Inc.:
6.50%, 2/15/16			500		513,125
8.00%, 10/01/18			100		115,500
3.75%, 3/15/19			1,500		1,521,563
6.50%, 2/15/20			2,869		3,207,901
7.50%, 2/15/22			4,518		5,263,470
5.88%, 5/01/23			2,344		2,519,800
5.00%, 3/15/24			2,165		2,254,306
5.38%, 2/01/25			3,035		3,103,287
5.25%, 4/15/25			450		473,625
HealthSouth Corp., 5.75%, 11/01/24			1,256		1,268,560
IDH Finance PLC, 6.00%, 12/01/18	GBP		570		899,040
Kindred Healthcare, Inc.:
8.00%, 1/15/20 (a)	USD		500		541,250

Corporate Bonds		Par   (000)		Value
Health Care Providers & Services (concluded)
6.38%, 4/15/22	USD		600	$	614,250
8.75%, 1/15/23 (a)			100		110,250
Kinetic Concepts, Inc./KCI USA, Inc., 10.50%, 11/01/18			1,200		1,276,500
LifePoint Hospitals, Inc., 5.50%, 12/01/21			800		830,000
Mallinckrodt International Finance SA:
4.88%, 4/15/20 (a)			859		884,040
5.75%, 8/01/22 (a)			575		599,437
4.75%, 4/15/23			200		193,125
5.50%, 4/15/25 (a)			419		422,143
Memorial Sloan-Kettering Cancer Center, 4.20%, 7/01/55			200		187,941
NBTY, Inc., 9.00%, 10/01/18			100		103,000
Omnicare, Inc.:
4.75%, 12/01/22			220		232,375
5.00%, 12/01/24			139		147,340
Select Medical Corp., 6.38%, 6/01/21			500		505,000
Tenet Healthcare Corp.:
6.25%, 11/01/18			850		928,625
5.00%, 3/01/19 (a)			2,731		2,758,310
5.50%, 3/01/19 (a)			800		814,000
4.75%, 6/01/20			150		154,500
3.79%, 6/15/20 (a)(b)			914		940,277
6.00%, 10/01/20			2,225		2,419,687
4.38%, 10/01/21			150		150,787
8.13%, 4/01/22			3,737		4,192,466
6.75%, 6/15/23 (a)			2,358		2,464,110
UnitedHealth Group, Inc.:
1.88%, 11/15/16			2,070		2,093,217
1.90%, 7/16/18			1,095		1,099,429
2.30%, 12/15/19			435		434,959
3.35%, 7/15/22			1,200		1,224,461
2.88%, 3/15/23			1,515		1,468,341
4.63%, 7/15/35			400		415,412
5.95%, 2/15/41			765		917,905
4.63%, 11/15/41			1,075		1,097,819
3.95%, 10/15/42			500		457,709
4.25%, 3/15/43			410		398,393
4.75%, 7/15/45			680		711,235
Voyage Care Bondco PLC:
6.50%, 8/01/18	GBP		800		1,293,043
11.00%, 2/01/19			1,000		1,647,693
WellCare Health Plans, Inc., 5.75%, 11/15/20	USD		605		635,250
					95,809,022
Hotels, Restaurants & Leisure — 0.4%
BC ULC/New Red Finance, Inc.:
4.63%, 1/15/22 (a)			450		450,000
6.00%, 4/01/22 (a)			1,750		1,806,525
Boyd Gaming Corp., 6.88%, 5/15/23			1,046		1,087,840
Caesars Entertainment Resort Properties LLC/Caesars Entertainment Resort Prope, 8.00%, 10/01/20			600		573,000
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc., 9.38%, 5/01/22			175		135,625
Carnival Corp., 1.88%, 12/15/17			1,710		1,715,713
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp., 5.25%, 3/15/21			100		103,620
Cirsa Funding Luxembourg SA, 5.88%, 5/15/23	EUR		550		570,876
Enterprise Funding Ltd., 3.50%, 9/10/20 (k)	GBP		400		559,069
Enterprise Inns PLC, 6.88%, 2/15/21			360		577,653
Far East Consortium International Ltd., 5.88%, 3/04/16	CNH		32,000		5,118,220

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 43

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Hotels, Restaurants & Leisure (concluded)
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 5.63%, 10/15/21	USD		2,640	$	2,748,900
International Game Technology PLC:
7.50%, 6/15/19			400		428,000
4.13%, 2/15/20	EUR		900		992,928
5.63%, 2/15/20 (a)	USD		200		198,600
6.25%, 2/15/22 (a)			1,000		983,750
4.75%, 2/15/23	EUR		1,050		1,118,567
6.50%, 2/15/25 (a)	USD		1,350		1,294,313
Intralot Capital Luxembourg SA, 6.00%, 5/15/21	EUR		4,078		3,918,828
McDonald’s Corp.:
5.35%, 3/01/18	USD		1,415		1,546,613
2.20%, 5/26/20			600		593,891
3.25%, 6/10/24			735		736,902
1.88%, 5/26/27	EUR		200		216,703
6.30%, 10/15/37	USD		665		807,469
4.60%, 5/26/45			200		197,301
Merlin Entertainments PLC, 2.75%, 3/15/22	EUR		549		575,807
MGM Resorts International:
10.00%, 11/01/16	USD		425		461,125
7.63%, 1/15/17			500		531,250
8.63%, 2/01/19			1,868		2,106,170
5.25%, 3/31/20			125		126,563
6.75%, 10/01/20			2,010		2,150,700
6.63%, 12/15/21			650		686,563
7.75%, 3/15/22			1,125		1,248,750
6.00%, 3/15/23			920		936,100
NCL Corp. Ltd., 5.25%, 11/15/19 (a)			500		517,500
Pinnacle Entertainment, Inc.:
7.50%, 4/15/21			100		106,250
6.38%, 8/01/21			555		598,706
PortAventura Entertainment Barcelona BV, 7.25%, 12/01/20	EUR		1,441		1,646,331
Royal Caribbean Cruises Ltd., 5.25%, 11/15/22	USD		300		310,860
Sabre GLBL, Inc., 5.38%, 4/15/23 (a)			786		782,070
Scientific Games International, Inc., 7.00%, 1/01/22 (a)			650		673,563
Six Flags Entertainment Corp., 5.25%, 1/15/21 (a)			1,450		1,493,500
Snai SpA, 7.63%, 6/15/18	EUR		559		636,176
Starbucks Corp., 3.85%, 10/01/23	USD		465		494,205
Viking Cruises Ltd., 8.50%, 10/15/22 (a)			350		388,937
Vougeot Bidco PLC, 7.88%, 7/15/20	GBP		614		1,022,135
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp.:
5.38%, 3/15/22	USD		650		655,687
4.25%, 5/30/23 (a)			50		45,938
5.50%, 3/01/25 (a)			1,350		1,299,375
					47,975,167
Household Durables — 0.1%
Allegion U.S. Holding Co., Inc., 5.75%, 10/01/21			436		445,810
APX Group, Inc., 6.38%, 12/01/19			600		586,500
Brookfield Residential Properties, Inc., 6.50%, 12/15/20 (a)			700		707,000
Brookfield Residential Properties, Inc./Brookfield Residential U.S. Corp., 6.13%, 7/01/22 (a)			150		146,250
DR Horton, Inc.:
3.75%, 3/01/19			350		355,687
4.00%, 2/15/20			520		530,400
Jarden Corp.:
7.50%, 5/01/17			100		108,875

Corporate Bonds		Par   (000)		Value
Household Durables (concluded)
1.88%, 9/15/18 (k)	USD		460	$	821,100
K Hovnanian Enterprises, Inc., 7.25%, 10/15/20 (a)			581		586,810
KB Home:
4.75%, 5/15/19			227		226,433
7.00%, 12/15/21			716		740,165
Lennar Corp.:
4.75%, 12/15/17			640		665,600
4.50%, 6/15/19			450		464,625
4.50%, 11/15/19			641		662,634
4.75%, 11/15/22			750		751,875
4.75%, 5/30/25			175		170,187
PulteGroup, Inc., 6.38%, 5/15/33			395		400,925
The Ryland Group, Inc., 6.63%, 5/01/20			1,035		1,152,059
Shea Homes LP/Shea Homes Funding Corp.:
5.88%, 4/01/23 (a)			553		561,295
6.13%, 4/01/25 (a)			559		571,577
Standard Pacific Corp.:
8.38%, 5/15/18			2,070		2,364,975
8.38%, 1/15/21			1,735		2,042,963
Taylor Morrison Communities, Inc./Monarch Communities, Inc., 5.25%, 4/15/21 (a)			100		99,750
					15,163,495
Household Products — 0.2%
Argos Merger Sub, Inc., 7.13%, 3/15/23 (a)			1,255		1,327,163
Colgate-Palmolive Co.:
1.30%, 1/15/17			540		544,007
3.25%, 3/15/24			455		469,498
Energizer Holdings, Inc., 5.50%, 6/15/25 (a)			480		469,200
HRG Group, Inc., 7.88%, 7/15/19			125		132,115
Kimberly-Clark Corp.:
3.88%, 3/01/21			200		217,922
2.40%, 6/01/23			670		650,204
5.30%, 3/01/41			615		707,741
The Procter & Gamble Co.:
4.70%, 2/15/19			500		553,194
5.50%, 2/01/34			300		365,913
5.55%, 3/05/37			465		573,924
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA:
7.88%, 8/15/19			400		415,000
5.75%, 10/15/20			4,632		4,794,120
6.88%, 2/15/21			855		893,656
RSI Home Products, Inc., 6.50%, 3/15/23 (a)			500		515,000
Spectrum Brands, Inc.:
6.38%, 11/15/20			941		1,002,165
6.63%, 11/15/22			2,290		2,450,300
6.13%, 12/15/24 (a)			827		859,236
5.75%, 7/15/25 (a)			1,411		1,453,048
Stena AB, 7.00%, 2/01/24 (a)			500		477,500
WaveDivision Escrow LLC/WaveDivision Escrow Corp., 8.13%, 9/01/20 (a)			1,116		1,141,110
					20,012,016
Independent Power and Renewable Electricity Producers — 0.2%
AES Corp.:
7.38%, 7/01/21			900		987,750
4.88%, 5/15/23			650		617,903
5.50%, 3/15/24			200		195,000
5.50%, 4/15/25			700		670,250
Calpine Corp.:
6.00%, 1/15/22 (a)			918		970,785

See Notes to Financial Statements.

44 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Independent Power and Renewable Electricity Producers (concluded)
5.38%, 1/15/23	USD		1,386	$	1,354,815
7.88%, 1/15/23 (a)			688		738,310
5.88%, 1/15/24 (a)			545		569,797
5.75%, 1/15/25			1,869		1,822,275
DPL, Inc., 7.25%, 10/15/21			150		159,937
Dynegy, Inc.:
6.75%, 11/01/19 (a)			2,790		2,880,675
7.38%, 11/01/22 (a)			1,365		1,412,093
5.88%, 6/01/23			100		95,750
7.63%, 11/01/24 (a)			1,000		1,032,500
Enel Finance International NV, 6.00%, 10/07/39 (a)			240		276,110
GenOn Energy, Inc.:
7.88%, 6/15/17			300		302,250
9.50%, 10/15/18			300		301,500
9.88%, 10/15/20			500		498,750
InterGen NV, 7.00%, 6/30/23 (a)			200		180,000
NRG Energy, Inc.:
7.63%, 1/15/18			1,000		1,084,800
8.25%, 9/01/20			500		520,750
7.88%, 5/15/21			1,348		1,419,606
6.25%, 7/15/22			675		676,687
6.63%, 3/15/23			150		152,250
6.25%, 5/01/24			1,729		1,698,743
NRG Yield Operating LLC, 5.38%, 8/15/24			325		325,000
Oncor Electric Delivery Co. LLC, 6.80%, 9/01/18			483		554,771
TerraForm Power Operating LLC, 5.88%, 2/01/23 (a)			620		625,816
					22,124,873
Industrial Conglomerates — 0.0%
3M Co., 3.88%, 6/15/44			300		293,637
General Electric Co.:
5.25%, 12/06/17			605		657,770
4.13%, 10/09/42			230		226,159
4.50%, 3/11/44			1,135		1,181,507
Siemens Financieringsmaatschappij NV, 4.40%, 5/27/45			315		313,362
Tyco Electronics Group SA, 2.35%, 8/01/19			500		500,646
					3,173,081
Insurance — 0.7%
ACE INA Holdings, Inc.:
2.70%, 3/13/23			940		903,708
3.35%, 5/15/24			840		835,214
Achmea BV, 6.00%, 4/04/43 (b)	EUR		4,700		5,922,834
Aflac, Inc.:
2.65%, 2/15/17	USD		400		408,098
3.63%, 6/15/23			900		914,738
3.63%, 11/15/24			800		808,497
3.25%, 3/17/25			1,250		1,215,331
6.90%, 12/17/39			200		256,175
AIA Group Ltd., 2.25%, 3/11/19 (a)			780		774,834
Allianz SE, 3.38% (b)(i)	EUR		600		658,668
The Allstate Corp.:
3.15%, 6/15/23	USD		470		473,306
4.50%, 6/15/43			960		979,080
American International Group, Inc.:
3.75%, 7/10/25			325		324,977
4.50%, 7/16/44			415		399,239
Aon PLC:
2.88%, 5/14/26	EUR		170		198,635
4.75%, 5/15/45	USD		165		162,165
Arch Capital Group U.S., Inc., 5.14%, 11/01/43			250		259,763

Corporate Bonds		Par   (000)		Value
Insurance (continued)
Aviva PLC, 6.88%, 5/20/58 (b)	GBP		430	$	796,187
AXA SA, 5.63%, 1/16/54 (b)			500		829,164
AXIS Specialty Finance PLC, 2.65%, 4/01/19	USD		1,361		1,363,003
Berkshire Hathaway Finance Corp.:
1.60%, 5/15/17			420		424,405
1.30%, 5/15/18			1,110		1,110,131
3.00%, 5/15/22			550		559,843
5.75%, 1/15/40			250		299,599
Berkshire Hathaway, Inc.:
1.90%, 1/31/17			1,250		1,270,743
1.55%, 2/09/18			750		754,205
3.75%, 8/15/21			610		657,144
4.50%, 2/11/43			1,130		1,146,580
BNP Paribas Cardif SA, 4.03% (b)(i)	EUR		4,200		4,620,226
The Chubb Corp.:
5.75%, 5/15/18	USD		2,020		2,251,011
6.50%, 5/15/38			505		664,424
Fukoku Mutual Life Insurance Co., 5.00% (b)(i)			5,850		5,901,187
Generali Finance BV, 5.48% (b)(i)	EUR		200		227,420
Genworth Holdings, Inc.:
6.52%, 5/22/18	USD		500		530,000
4.80%, 2/15/24			5,310		4,629,656
Glen Meadow Pass-Through Trust, 6.51%, 2/12/67 (a)(b)			2,064		1,914,360
The Hartford Financial Services Group, Inc., 5.50%, 3/30/20			1,150		1,290,663
International Lease Finance Corp.:
6.75%, 9/01/16 (a)			817		853,765
8.75%, 3/15/17			1,750		1,908,585
8.88%, 9/01/17			100		111,375
3.88%, 4/15/18			100		101,125
5.88%, 4/01/19			750		802,500
6.25%, 5/15/19			325		354,201
8.25%, 12/15/20			150		179,625
4.63%, 4/15/21			148		151,141
8.63%, 1/15/22			150		184,500
5.88%, 8/15/22			770		839,300
Jackson National Life Global Funding, 2.30%, 4/16/19 (a)			2,800		2,811,634
Marsh & McLennan Cos., Inc.:
2.30%, 4/01/17			2,050		2,080,518
2.35%, 3/06/20			500		499,844
3.50%, 3/10/25			500		498,004
MetLife, Inc.:
6.75%, 6/01/16			500		523,785
1.76%, 12/15/17			1,140		1,146,588
4.37%, 9/15/23			860		917,555
6.38%, 6/15/34			720		898,244
4.88%, 11/13/43			1,980		2,108,064
4.05%, 3/01/45			500		469,669
PartnerRe Finance B LLC, 5.50%, 6/01/20			250		279,273
Pension Insurance Corp. PLC, 6.50%, 7/03/24	GBP		425		679,964
Principal Life Global Funding II, 2.20%, 4/08/20 (a)	USD		1,500		1,491,258
The Progressive Corp.:
3.75%, 8/23/21			500		535,767
6.25%, 12/01/32			520		653,756
Prudential Financial, Inc.:
6.00%, 12/01/17			2,490		2,737,287
5.10%, 8/15/43			310		326,269
5.38%, 5/15/45 (b)			1,593		1,573,087
Scottish Widows PLC, 7.00%, 6/16/43	GBP		250		473,158
Swiss Reinsurance Co. via ELM BV, 5.25% (b)(i)	EUR		100		112,571
The Travelers Cos., Inc.:
5.90%, 6/02/19	USD		1,000		1,141,822

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 45

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Insurance (concluded)
4.60%, 8/01/43	USD		780	$	812,833
Travelers Property Casualty Corp., 6.38%, 3/15/33			345		438,223
UNIQA Insurance Group AG:
6.88%, 7/31/43 (b)	EUR		1,300		1,584,707
6.00%, 7/27/46 (b)			700		800,756
XLIT Ltd., 2.30%, 12/15/18	USD		250		251,422
					78,067,388
Internet & Catalog Retail — 0.1%
Liberty Interactive LLC, 8.25%, 2/01/30			150		159,000
Netflix, Inc.:
5.38%, 2/01/21			100		104,250
5.50%, 2/15/22 (a)			1,157		1,203,280
5.88%, 2/15/25 (a)			500		525,000
QVC, Inc., 5.95%, 3/15/43			5,000		4,835,450
					6,826,980
Internet Software & Services — 0.1%
Alibaba Group Holding Ltd.:
2.50%, 11/28/19 (a)			1,185		1,174,350
3.13%, 11/28/21 (a)			500		491,133
4.50%, 11/28/34 (a)			600		580,412
Baidu, Inc.:
2.75%, 6/09/19			1,350		1,349,141
3.00%, 6/30/20			1,000		993,750
Equinix, Inc.:
5.38%, 1/01/22			857		869,855
5.38%, 4/01/23			925		934,157
5.75%, 1/01/25			546		548,730
Google, Inc., 3.38%, 2/25/24			635		649,690
IAC/InterActiveCorp.:
4.88%, 11/30/18			1,682		1,737,927
4.75%, 12/15/22			350		339,500
Open Text Corp., 5.63%, 1/15/23 (a)			1,298		1,294,755
VeriSign, Inc.:
4.63%, 5/01/23			400		387,000
5.25%, 4/01/25			410		413,075
Zayo Group LLC/Zayo Capital, Inc.:
10.13%, 7/01/20			1,070		1,187,700
6.00%, 4/01/23 (a)			1,694		1,699,489
					14,650,664
IT Services — 0.1%
Fidelity National Information Services, Inc.,
3.50%, 4/15/23			735		718,778
International Business Machines Corp.:
1.95%, 7/22/16			1,010		1,023,100
5.70%, 9/14/17			2,135		2,333,561
1.63%, 5/15/20			600		585,610
2.90%, 11/01/21			500		514,011
3.63%, 2/12/24			560		567,800
5.88%, 11/29/32			435		514,962
4.00%, 6/20/42			1,200		1,105,062
MasterCard, Inc.:
2.00%, 4/01/19			1,605		1,617,599
3.38%, 4/01/24			500		511,158
SunGard Data Systems, Inc., 7.63%, 11/15/20			450		471,937
					9,963,578
Life Sciences Tools & Services — 0.0%
Sterigenics-Nordion Holdings LLC, 6.50%, 5/15/23 (a)			113		115,543

Corporate Bonds		Par   (000)		Value
Life Sciences Tools & Services (concluded)
Thermo Fisher Scientific, Inc.:
2.40%, 2/01/19	USD		3,000	$	3,005,583
2.00%, 4/15/25	EUR		130		140,136
					3,261,262
Machinery — 0.3%
Amsted Industries, Inc., 5.00%, 3/15/22 (a)	USD		500		498,750
AVINTIV Specialty Materials, Inc., 7.75%, 2/01/19			50		51,250
BlueLine Rental Finance Corp., 7.00%, 2/01/19 (a)			3,367		3,350,165
Bombardier, Inc.:
7.50%, 3/15/18 (a)			200		201,875
5.50%, 9/15/18 (a)			835		784,900
4.75%, 4/15/19 (a)			200		180,500
7.75%, 3/15/20 (a)			750		695,625
6.00%, 10/15/22 (a)			1,000		813,750
6.13%, 1/15/23 (a)			700		567,000
7.50%, 3/15/25 (a)			1,182		978,105
Case New Holland Industrial, Inc., 7.88%, 12/01/17			1,000		1,102,500
Caterpillar Financial Services Corp.:
1.75%, 3/24/17			1,912		1,935,682
7.05%, 10/01/18			1,065		1,235,543
3.75%, 11/24/23			505		526,842
Caterpillar, Inc.:
2.60%, 6/26/22			835		826,633
3.80%, 8/15/42			915		845,710
4.30%, 5/15/44			430		432,906
Crane Co., 2.75%, 12/15/18			370		377,332
Deere & Co.:
5.38%, 10/16/29			1,395		1,658,365
3.90%, 6/09/42			180		172,695
Eaton Electric Holdings LLC, 6.10%, 7/01/17			930		1,008,407
Gates Global LLC/Gates Global Co., 5.75%, 7/15/22	EUR		640		615,020
Hydra Dutch Holdings 2 BV, 5.48%, 4/15/19 (b)			214		220,247
Illinois Tool Works, Inc.:
1.95%, 3/01/19	USD		1,525		1,524,625
3.90%, 9/01/42			525		495,722
John Deere Capital Corp.:
2.80%, 9/18/17			1,495		1,545,386
1.95%, 12/13/18			250		251,555
1.95%, 3/04/19			930		934,745
The Manitowoc Co., Inc., 8.50%, 11/01/20			500		525,625
Oshkosh Corp., 5.38%, 3/01/25			187		184,663
Parker-Hannifin Corp., 3.30%, 11/21/24			800		809,765
Pentair Finance SA, 1.88%, 9/15/17			1,240		1,238,283
Selecta Group BV, 6.50%, 6/15/20	EUR		680		720,791
SPX Corp., 6.88%, 9/01/17	USD		500		536,875
Terex Corp., 6.00%, 5/15/21			566		568,123
WESCO Distribution, Inc., 5.38%, 12/15/21			200		200,000
Zoomlion HK SPV Co. Ltd., 6.13%, 12/20/22			1,300		1,114,724
					29,730,684
Media — 1.4%
21st Century Fox America, Inc., 5.40%, 10/01/43			830		895,580
Altice U.S. Finance I Corp., 5.38%, 7/15/23 (a)			2,688		2,701,440
Altice U.S. Finance II Corp., 7.75%, 7/15/25 (a)			690		684,825
AMC Networks, Inc.:
7.75%, 7/15/21			1,855		2,003,400

See Notes to Financial Statements.

46 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Media (continued)
4.75%, 12/15/22	USD		284	$	286,130
BSREP II Center Parcs Jersey 2 Ltd, 7.00%, 8/28/20	GBP		125		200,086
Cablevision Systems Corp.:
8.63%, 9/15/17	USD		2,810		3,087,487
7.75%, 4/15/18			1,000		1,081,250
8.00%, 4/15/20			100		109,000
5.88%, 9/15/22			154		145,915
CCO Holdings LLC/CCO Holdings Capital Corp.:
7.00%, 1/15/19			94		97,643
7.38%, 6/01/20			350		370,197
5.25%, 3/15/21			450		457,875
6.50%, 4/30/21			1,750		1,829,844
5.25%, 9/30/22			450		455,625
5.13%, 2/15/23			1,000		991,250
5.13%, 5/01/23 (a)			980		970,200
5.75%, 1/15/24			125		127,266
5.38%, 5/01/25 (a)			1,200		1,182,000
5.88%, 5/01/27 (a)			1,424		1,410,650
CCO Safari II LLC:
3.58%, 7/23/20 (a)			3,500		3,510,339
4.91%, 7/23/25 (a)			8,590		8,609,018
6.38%, 10/23/35 (a)			5,500		5,622,551
6.48%, 10/23/45 (a)			1,640		1,697,334
6.83%, 10/23/55 (a)			2,895		2,977,140
Cequel Communications Holdings I LLC/Cequel Capital Corp.:
6.38%, 9/15/20 (a)			850		856,375
5.13%, 12/15/21 (a)			1,510		1,402,413
5.13%, 12/15/21 (a)			250		232,187
Cinemark USA, Inc., 4.88%, 6/01/23			500		491,875
Clear Channel Worldwide Holdings, Inc.:
7.63%, 3/15/20			1,500		1,575,937
6.50%, 11/15/22			5,586		5,823,405
6.50%, 11/15/22			3,093		3,178,057
Columbus International, Inc., 7.38%, 3/30/21 (a)			755		802,187
Comcast Corp.:
6.30%, 11/15/17			715		792,487
5.70%, 5/15/18			880		977,737
3.38%, 8/15/25			800		797,564
5.50%, 11/23/29	GBP		430		828,473
4.25%, 1/15/33	USD		565		562,273
4.20%, 8/15/34			2,050		2,021,382
4.40%, 8/15/35			250		252,545
6.95%, 8/15/37			965		1,277,843
4.65%, 7/15/42			1,425		1,460,715
4.75%, 3/01/44			2,220		2,320,237
4.60%, 8/15/45			1,450		1,478,330
Cox Communications, Inc.:
5.88%, 12/01/16 (a)			930		981,429
8.38%, 3/01/39 (a)			415		529,729
CSC Holdings LLC:
8.63%, 2/15/19			100		113,750
6.75%, 11/15/21			1,000		1,037,500
5.25%, 6/01/24			615		569,644
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc.:
6.38%, 3/01/41			50		54,724
5.15%, 3/15/42			580		552,810
Discovery Communications LLC:
2.38%, 3/07/22	EUR		480		546,395
6.35%, 6/01/40	USD		120		129,400
4.88%, 4/01/43			94		84,408
DISH DBS Corp.:
7.13%, 2/01/16			400		409,500

Corporate Bonds		Par   (000)		Value
Media (continued)
4.63%, 7/15/17	USD		150	$	153,937
4.25%, 4/01/18			1,625		1,653,437
7.88%, 9/01/19			1,350		1,510,313
5.13%, 5/01/20			2,675		2,708,437
6.75%, 6/01/21			700		740,250
5.88%, 7/15/22			1,750		1,741,250
5.00%, 3/15/23			150		140,437
5.88%, 11/15/24			3,035		2,943,950
The Interpublic Group of Cos., Inc.:
2.25%, 11/15/17			1,311		1,319,419
3.75%, 2/15/23			520		514,862
4.20%, 4/15/24			92		92,841
Lamar Media Corp.:
5.88%, 2/01/22			100		104,250
5.00%, 5/01/23			335		334,163
5.38%, 1/15/24			400		408,000
LGE HoldCo VI BV, 7.13%, 5/15/24	EUR		1,418		1,721,303
LIN Television Corp., 5.88%, 11/15/22 (a)	USD		363		369,353
The McClatchy Co., 9.00%, 12/15/22			350		322,219
McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance, 9.75%, 4/01/21			400		443,000
MDC Partners, Inc., 6.75%, 4/01/20 (a)			1,654		1,637,460
Mediacom Broadband LLC/Mediacom Broadband Corp., 5.50%, 4/15/21			830		805,100
Midcontinent Communications & Midcontinent Finance Corp., 6.25%, 8/01/21 (a)			3,060		3,105,900
MPL 2 Acquisition Canco, Inc., 9.88%, 8/15/18 (a)			856		900,940
NAI Entertainment Holdings/NAI Entertainment Holdings Finance Corp., 5.00%, 8/01/18 (a)			999		1,021,477
NBCUniversal Media LLC:
4.38%, 4/01/21			890		963,962
2.88%, 1/15/23			1,305		1,280,212
Nielsen Finance LLC/Nielsen Finance Co.:
4.50%, 10/01/20			1,600		1,632,000
5.00%, 4/15/22 (a)			1,850		1,833,813
Numericable-SFR SAS:
4.88%, 5/15/19 (a)			5,883		5,971,245
5.38%, 5/15/22	EUR		2,653		3,030,202
6.00%, 5/15/22 (a)	USD		4,800		4,884,000
5.63%, 5/15/24	EUR		1,460		1,644,332
6.25%, 5/15/24 (a)			1,250		1,271,187
Omnicom Group, Inc., 5.90%, 4/15/16	USD		1,357		1,398,861
Outfront Media Capital LLC/Outfront Media Capital Corp.:
5.25%, 2/15/22			500		502,500
5.63%, 2/15/24			1,630		1,662,600
Quebecor Media, Inc., 5.75%, 1/15/23			150		153,750
Regal Entertainment Group, 5.75%, 3/15/22			525		538,125
Sinclair Television Group, Inc.:
5.38%, 4/01/21			600		610,500
6.13%, 10/01/22			100		103,250
5.63%, 8/01/24 (a)			325		319,719
Sirius XM Radio, Inc.:
4.25%, 5/15/20 (a)			75		74,719
5.88%, 10/01/20 (a)			150		157,500
5.75%, 8/01/21 (a)			600		624,000
4.63%, 5/15/23 (a)			240		231,000
6.00%, 7/15/24 (a)			1,200		1,251,000
5.38%, 4/15/25 (a)			2,688		2,681,280
Sky PLC:
6.10%, 2/15/18 (a)			346		379,578
2.63%, 9/16/19 (a)			3,000		2,998,563
1.88%, 11/24/23	EUR		358		396,924

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 47

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Media (concluded)
3.75%, 9/16/24	USD		385	$	372,735
2.50%, 9/15/26	EUR		690		790,680
Starz LLC/Starz Finance Corp., 5.00%, 9/15/19	USD		475		483,313
TEGNA, Inc.:
5.13%, 10/15/19			300		312,750
5.13%, 7/15/20			554		577,545
4.88%, 9/15/21 (a)			254		254,635
6.38%, 10/15/23			700		740,250
5.50%, 9/15/24 (a)			575		577,875
Time Warner, Inc., 5.35%, 12/15/43			790		821,810
Time, Inc., 5.75%, 4/15/22 (a)			475		456,000
Tribune Media Co., 5.88%, 7/15/22 (a)			1,640		1,693,300
Unitymedia GmbH, 6.13%, 1/15/25 (a)			400		413,000
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:
5.50%, 1/15/23 (a)			2,065		2,103,719
5.75%, 1/15/23	EUR		1,243		1,474,215
4.00%, 1/15/25			2,484		2,782,612
5.00%, 1/15/25 (a)	USD		250		246,250
3.50%, 1/15/27	EUR		775		819,438
Univision Communications, Inc.:
6.75%, 9/15/22 (a)	USD		950		1,021,250
5.13%, 5/15/23 (a)			1,464		1,467,660
5.13%, 2/15/25 (a)			3,116		3,123,790
Viacom, Inc., 5.85%, 9/01/43			310		305,856
Videotron Ltd.:
5.00%, 7/15/22			250		252,857
5.38%, 6/15/24 (a)			400		404,000
Virgin Media Finance PLC:
6.00%, 10/15/24 (a)			200		203,000
5.75%, 1/15/25 (a)			775		777,325
Virgin Media Secured Finance PLC:
5.38%, 4/15/21 (a)			990		1,018,463
5.25%, 1/15/26 (a)			800		772,000
6.25%, 3/28/29	GBP		1,986		3,232,464
The Walt Disney Co.:
6.00%, 7/17/17	USD		435		477,662
5.50%, 3/15/19			565		637,037
1.85%, 5/30/19			500		501,155
2.75%, 8/16/21			515		529,489
3.70%, 12/01/42			250		234,503
4.13%, 6/01/44			500		503,520
WPP Finance 2010, 3.75%, 9/19/24			409		404,831
WPP Finance SA, 2.25%, 9/22/26	EUR		130		145,483
Ziggo Bond Finance BV:
4.63%, 1/15/25			1,035		1,119,638
5.88%, 1/15/25 (a)	USD		896		881,440
					167,866,026
Metals & Mining — 0.4%
Alcoa, Inc.:
5.55%, 2/01/17			300		313,521
5.72%, 2/23/19			1,000		1,065,000
6.15%, 8/15/20			500		538,125
5.40%, 4/15/21			500		516,875
5.87%, 2/23/22			750		794,063
5.13%, 10/01/24			2,690		2,703,450
5.90%, 2/01/27			44		44,999
6.75%, 1/15/28			101		110,090
5.95%, 2/01/37			706		698,940
Aleris International, Inc.:
7.63%, 2/15/18			300		302,587
7.88%, 11/01/20			100		101,260

Corporate Bonds		Par   (000)		Value
Metals & Mining (continued)
Allegheny Technologies, Inc.:
5.95%, 1/15/21	USD		497	$	472,150
6.63%, 8/15/23			200		188,540
ArcelorMittal:
5.25%, 2/25/17			1,400		1,447,250
6.13%, 6/01/18			600		635,146
10.60%, 6/01/19			1,000		1,193,750
5.13%, 6/01/20			615		616,537
6.00%, 8/05/20			200		202,000
6.25%, 3/01/21			400		404,000
7.00%, 2/25/22			500		512,500
6.13%, 6/01/25			1,000		952,500
7.75%, 10/15/39			1,400		1,351,000
7.50%, 3/01/41			200		190,500
Barrick North America Finance LLC, 5.75%, 5/01/43			450		386,605
BHP Billiton Finance USA Ltd.:
1.88%, 11/21/16			1,270		1,281,793
1.63%, 2/24/17			805		811,313
5.00%, 9/30/43			1,235		1,273,823
Bohai General Capital Ltd., 6.40%, 10/16/17	CNH		11,400		1,805,093
Cliffs Natural Resources, Inc.:
7.75%, 3/31/20 (a)	USD		400		188,000
8.25%, 3/31/20 (a)			300		272,250
Commercial Metals Co., 7.35%, 8/15/18			100		107,500
Constellium NV:
4.63%, 5/15/21	EUR		748		743,449
8.00%, 1/15/23 (a)	USD		1,485		1,429,313
5.75%, 5/15/24 (a)			1,050		871,500
Eldorado Gold Corp., 6.13%, 12/15/20 (a)			75		68,625
First Quantum Minerals Ltd.:
6.75%, 2/15/20 (a)			650		500,500
7.00%, 2/15/21 (a)			1,235		941,687
7.25%, 5/15/22 (a)			705		523,463
FMG Resources August 2006 Pty Ltd.:
8.25%, 11/01/19 (a)			700		509,250
9.75%, 3/01/22 (a)			1,710		1,573,200
6.88%, 4/01/22 (a)			300		173,280
Freeport-McMoRan, Inc.:
3.55%, 3/01/22			280		234,850
3.88%, 3/15/23			210		172,463
4.55%, 11/14/24			73		61,685
5.45%, 3/15/43			450		330,750
Glencore Finance Europe SA:
1.63%, 1/18/22	EUR		280		299,358
1.75%, 3/17/25			325		324,717
HudBay Minerals, Inc., 9.50%, 10/01/20	USD		600		588,000
IAMGOLD Corp., 6.75%, 10/01/20 (a)			362		266,070
JSW Steel Ltd., 4.75%, 11/12/19			1,400		1,280,636
Lundin Mining Corp.:
7.50%, 11/01/20 (a)			300		304,500
7.88%, 11/01/22 (a)			50		50,875
New Gold, Inc., 6.25%, 11/15/22 (a)			350		311,500
Novelis, Inc.:
8.38%, 12/15/17			1,830		1,894,050
8.75%, 12/15/20			3,430		3,618,650
Ovako AB, 6.50%, 6/01/19	EUR		363		387,889
Rio Tinto Finance USA Ltd.:
6.50%, 7/15/18	USD		480		538,787
3.50%, 11/02/20			505		522,921
3.75%, 9/20/21			695		711,528
3.75%, 6/15/25			700		682,865
5.20%, 11/02/40			200		201,392

See Notes to Financial Statements.

48 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Metals & Mining (concluded)
Rio Tinto Finance USA PLC, 2.88%, 8/21/22	USD		890	$	850,427
Ryerson, Inc./Joseph T Ryerson & Son, Inc., 9.00%, 10/15/17			395		390,063
Southern Copper Corp., 3.88%, 4/23/25			100		96,064
Steel Dynamics, Inc.:
5.13%, 10/01/21			1,575		1,571,063
5.50%, 10/01/24			275		272,250
SunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp., 7.38%, 2/01/20 (a)			367		359,660
United States Steel Corp.:
7.00%, 2/01/18			275		283,335
7.38%, 4/01/20			500		485,000
Vale SA, 5.63%, 9/11/42			515		422,063
Vedanta Resources PLC:
6.00%, 1/31/19			3,000		2,791,680
8.25%, 6/07/21			2,430		2,290,275
					51,410,793
Multiline Retail — 0.1%
Debenhams PLC, 5.25%, 7/15/21	GBP		580		903,492
Dollar Tree, Inc.:
5.25%, 3/01/20 (a)	USD		772		814,460
5.75%, 3/01/23 (a)			4,756		5,017,580
Hema Bondco I BV, 6.25%, 6/15/19	EUR		708		524,931
Macy’s Retail Holdings, Inc., 6.70%, 7/15/34	USD		132		157,998
New Look Secured Issuer PLC, 6.50%, 7/01/22	GBP		1,860		2,839,307
Target Corp.:
2.30%, 6/26/19	USD		1,105		1,124,017
3.88%, 7/15/20			1,000		1,083,272
6.50%, 10/15/37			280		365,483
4.00%, 7/01/42			1,705		1,667,521
					14,498,061
Multi-Utilities — 0.2%
Ameren Illinois Co., 4.30%, 7/01/44			565		574,320
CenterPoint Energy Houston Electric LLC, 4.50%, 4/01/44			250		262,981
Centrica PLC, 5.25%, 4/10/75 (b)	GBP		125		193,187
Consolidated Edison Co. of New York, Inc.:
5.30%, 12/01/16	USD		500		525,261
6.75%, 4/01/38			900		1,187,302
4.63%, 12/01/54			250		248,388
Consumers Energy Co., 2.85%, 5/15/22			500		505,089
Dominion Gas Holdings LLC:
3.55%, 11/01/23			1,015		1,011,280
4.60%, 12/15/44			550		522,114
DTE Electric Co.:
4.30%, 7/01/44			680		690,291
3.70%, 3/15/45			650		604,592
NiSource Finance Corp., 5.65%, 2/01/45			380		441,177
Pacific Gas & Electric Co.:
5.63%, 11/30/17			515		560,648
3.75%, 2/15/24			200		205,406
6.05%, 3/01/34			1,085		1,324,133
5.80%, 3/01/37			250		293,608
4.75%, 2/15/44			1,885		1,991,486
Public Service Electric & Gas Co.:
2.00%, 8/15/19			500		500,815
3.05%, 11/15/24			700		696,430
4.00%, 6/01/44			870		854,594
San Diego Gas & Electric Co., 3.95%, 11/15/41			550		536,791
South Carolina Electric & Gas Co., 4.50%, 6/01/64			465		437,712
Southern California Gas Co.:
3.15%, 9/15/24			800		804,109

Corporate Bonds		Par   (000)		Value
Multi-Utilities (concluded)
3.75%, 9/15/42	USD		360	$	341,754
Tampa Electric Co., 6.15%, 5/15/37			250		314,548
Virginia Electric & Power Co.:
2.95%, 1/15/22			965		964,157
4.65%, 8/15/43			700		747,557
4.45%, 2/15/44			500		517,863
4.20%, 5/15/45			555		554,277
Wisconsin Electric Power Co., 2.95%, 9/15/21			1,000		1,018,013
					19,429,883
Oil, Gas & Consumable Fuels — 1.7%
AmeriGas Finance LLC/AmeriGas Finance Corp.:
6.75%, 5/20/20			200		209,500
7.00%, 5/20/22			625		664,750
Anadarko Petroleum Corp., 6.45%, 9/15/36			340		381,963
Antero Resources Corp.:
6.00%, 12/01/20			485		491,063
5.38%, 11/01/21			1,633		1,588,093
5.13%, 12/01/22			1,005		949,725
5.63%, 6/01/23 (a)			150		144,375
Apache Corp., 4.75%, 4/15/43			330		301,960
Baytex Energy Corp., 5.13%, 6/01/21 (a)			402		357,780
Berau Capital Resources Pte. Ltd., 12.50%, 7/08/49 (j)			1,500		956,250
Berau Coal Energy PT, 7.25%, 3/13/17			5,000		3,007,500
Berry Petroleum Co. LLC, 6.38%, 9/15/22			340		227,800
BIBBY Offshore Services PLC, 7.50%, 6/15/21	GBP		141		190,026
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.13%, 11/15/22 (a)	USD		500		508,750
Bonanza Creek Energy, Inc., 6.75%, 4/15/21			3,153		2,727,345
BreitBurn Energy Partners LP/BreitBurn Finance Corp., 7.88%, 4/15/22			525		362,250
California Resources Corp.:
5.00%, 1/15/20			500		428,750
5.50%, 9/15/21			2,004		1,653,300
6.00%, 11/15/24			5,321		4,310,010
Calumet Specialty Products Partners LP/Calumet Finance Corp., 6.50%, 4/15/21			600		590,160
Carrizo Oil & Gas, Inc.:
7.50%, 9/15/20			700		703,500
6.25%, 4/15/23			730		700,654
Chaparral Energy, Inc., 7.63%, 11/15/22			75		43,875
Chesapeake Energy Corp.:
6.50%, 8/15/17			600		585,000
6.63%, 8/15/20			1,200		1,074,000
6.13%, 2/15/21			1,000		862,500
5.38%, 6/15/21			125		105,000
4.88%, 4/15/22			3,003		2,417,415
5.75%, 3/15/23			466		393,770
Chevron Corp.:
1.10%, 12/05/17			1,500		1,492,911
1.37%, 3/02/18			1,000		998,758
2.43%, 6/24/20			565		572,224
2.41%, 3/03/22			570		556,561
3.19%, 6/24/23			435		438,706
China Energy Reserve and Chemicals Group Overseas Co. Ltd., 5.25%, 5/11/18			750		753,337
Cimarex Energy Co., 4.38%, 6/01/24			252		243,810
Clayton Williams Energy, Inc., 7.75%, 4/01/19			500		443,750
Comstock Resources, Inc., 10.00%, 3/15/20 (a)			450		397,125
Concho Resources, Inc.:
7.00%, 1/15/21			100		104,250
6.50%, 1/15/22			900		930,375
5.50%, 10/01/22			100		100,000

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 49

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Oil, Gas & Consumable Fuels (continued)
5.50%, 4/01/23	USD		1,000	$	1,000,000
Conoco Funding Co., 7.25%, 10/15/31			435		575,679
ConocoPhillips Co.:
1.50%, 5/15/18			600		598,163
5.75%, 2/01/19			1,430		1,614,554
2.40%, 12/15/22			505		477,055
5.90%, 5/15/38			900		1,058,376
6.50%, 2/01/39			445		553,750
4.30%, 11/15/44			640		624,273
CONSOL Energy, Inc.:
5.88%, 4/15/22			5,829		4,528,404
8.00%, 4/01/23 (a)			300		248,250
Continental Resources, Inc., 5.00%, 9/15/22			400		381,000
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:
6.13%, 3/01/22			225		222,187
6.25%, 4/01/23 (a)			1,000		1,005,000
CVR Refining LLC/Coffeyville Finance, Inc., 6.50%, 11/01/22			100		100,500
DCP Midstream LLC:
5.35%, 3/15/20 (a)			350		344,865
4.75%, 9/30/21 (a)			600		567,541
DCP Midstream Operating LP:
2.50%, 12/01/17			750		723,012
3.88%, 3/15/23			150		127,096
Denbury Resources, Inc.:
5.50%, 5/01/22			1,499		1,187,957
4.63%, 7/15/23			850		612,000
Devon Energy Corp.:
3.25%, 5/15/22			510		501,330
4.75%, 5/15/42			270		253,495
Drill Rigs Holdings, Inc., 6.50%, 10/01/17 (a)			200		160,000
Ecopetrol SA, 5.38%, 6/26/26			2,400		2,328,600
Endeavor Energy Resources LP /EER Finance, Inc., 7.00%, 8/15/21 (a)			50		48,000
Energy Transfer Equity LP:
7.50%, 10/15/20			1,206		1,350,720
5.88%, 1/15/24			2,288		2,328,040
5.50%, 6/01/27			620		607,600
Energy Transfer Partners LP:
8.25%, 11/15/29			590		760,469
6.50%, 2/01/42			90		92,288
5.15%, 3/15/45			580		508,386
Energy XXI Gulf Coast, Inc., 11.00%, 3/15/20 (a)			900		679,500
EnQuest PLC, 7.00%, 4/15/22 (a)			400		292,000
Enterprise Products Operating LLC:
4.85%, 8/15/42			300		281,543
4.85%, 3/15/44			625		584,666
4.90%, 5/15/46			300		281,841
EP Energy LLC/Everest Acquisition Finance, Inc.:
9.38%, 5/01/20			1,870		1,930,775
6.38%, 6/15/23 (a)			1,001		935,935
EV Energy Partners LP/EV Energy Finance Corp., 8.00%, 4/15/19			300		263,250
Exxon Mobil Corp.:
2.40%, 3/06/22			900		885,558
3.18%, 3/15/24			465		471,932
2.71%, 3/06/25			500		484,997
3.57%, 3/06/45			515		477,102
Gazprom Neft OAO Via GPN Capital SA, 2.93%, 4/26/18	EUR		130		135,134
Gazprom OAO Via Gaz Capital SA:
8.15%, 4/11/18			425		456,450

Corporate Bonds		Par   (000)		Value
Oil, Gas & Consumable Fuels (continued)
9.25%, 4/23/19 (a)	USD		2,120	$	2,363,885
Genesis Energy LP/Genesis Energy Finance Corp.:
5.75%, 2/15/21			1,970		1,920,750
6.75%, 8/01/22			500		498,750
Gibson Energy, Inc., 6.75%, 7/15/21 (a)			350		356,125
Greenko Dutch BV, 8.00%, 8/01/19			5,000		4,700,000
Halcon Resources Corp., 8.63%, 2/01/20 (a)			442		422,110
Harvest Operations Corp., 6.88%, 10/01/17			100		92,250
Hilcorp. Energy I LP/Hilcorp. Finance Co.:
7.63%, 4/15/21 (a)			1,195		1,230,850
5.00%, 12/01/24 (a)			100		93,000
5.75%, 10/01/25 (a)			550		522,500
Husky Energy, Inc., 4.00%, 4/15/24			330		322,670
Jones Energy Holdings LLC/Jones Energy Finance Corp., 6.75%, 4/01/22			350		318,500
Kerr-McGee Corp., 7.88%, 9/15/31			155		202,874
Kinder Morgan Energy Partners LP:
5.95%, 2/15/18			534		579,051
6.55%, 9/15/40			80		80,190
5.00%, 8/15/42			105		89,552
4.70%, 11/01/42			200		164,159
5.00%, 3/01/43			240		204,378
5.50%, 3/01/44			830		756,756
5.40%, 9/01/44			325		290,869
Kinder Morgan, Inc.:
7.00%, 6/15/17			563		608,838
2.00%, 12/01/17			380		378,073
3.05%, 12/01/19			630		624,774
7.75%, 1/15/32			2,392		2,720,381
5.55%, 6/01/45			270		245,652
Laredo Petroleum, Inc., 7.38%, 5/01/22			1,127		1,146,723
Linn Energy LLC/Linn Energy Finance Corp.:
6.50%, 5/15/19			1,000		615,000
6.25%, 11/01/19			1,862		1,127,664
8.63%, 4/15/20			500		307,500
7.75%, 2/01/21			100		58,500
6.50%, 9/15/21			1,000		575,000
Marathon Petroleum Corp., 4.75%, 9/15/44			390		362,636
MarkWest Energy Partners LP/MarkWest Energy Finance Corp.:
5.50%, 2/15/23			550		563,750
4.50%, 7/15/23			1,000		972,500
4.88%, 12/01/24			250		243,750
4.88%, 6/01/25			2,185		2,124,913
MEG Energy Corp.:
6.50%, 3/15/21 (a)			2,424		2,265,228
6.38%, 1/30/23 (a)			650		578,500
7.00%, 3/31/24 (a)			3,224		2,958,020
Memorial Resource Development Corp., 5.88%, 7/01/22			77		72,573
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC, 10.00%, 6/01/20 (a)			400		351,000
MIE Holdings Corp.:
6.88%, 2/06/18			650		498,179
7.50%, 4/25/19			1,000		702,420
Murray Energy Corp., 11.25%, 4/15/21 (a)			800		492,000
Newfield Exploration Co.:
5.75%, 1/30/22			600		594,000
5.63%, 7/01/24			500		490,000
5.38%, 1/01/26			779		747,840
Noble Energy, Inc.:
5.63%, 5/01/21			150		158,969

See Notes to Financial Statements.

50 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Oil, Gas & Consumable Fuels (continued)
5.88%, 6/01/22	USD		150	$	160,928
5.88%, 6/01/24			325		352,656
5.25%, 11/15/43			580		551,951
Noble Group Ltd.:
6.00%, 1/29/20			200		138,000
6.75%, 1/29/20			3,750		3,604,687
Oasis Petroleum, Inc.:
6.88%, 3/15/22			675		621,000
6.88%, 1/15/23			160		144,800
Occidental Petroleum Corp.:
4.13%, 6/01/16			505		519,260
4.10%, 2/01/21			1,005		1,075,349
3.50%, 6/15/25			460		460,101
4.63%, 6/15/45			125		126,324
Offshore Group Investment Ltd., 7.50%, 11/01/19			525		280,875
ONEOK, Inc., 4.25%, 2/01/22			400		388,317
Pacific Drilling SA, 5.38%, 6/01/20 (a)			616		474,320
Paramount Resources Ltd., 6.88%, 6/30/23 (a)			479		464,630
PBF Holding Co. LLC/PBF Finance Corp., 8.25%, 2/15/20			600		633,000
PDC Energy, Inc., 7.75%, 10/15/22			50		51,563
Peabody Energy Corp.:
6.25%, 11/15/21			1,183		334,197
10.00%, 3/15/22 (a)			770		390,775
Penn Virginia Resource Partners LP/Penn Virginia Resource Finance Corp., 6.50%, 5/15/21			505		536,563
Petrobras Global Finance BV:
5.88%, 3/01/18			2,275		2,284,100
3.25%, 4/01/19	EUR		335		336,240
3.75%, 1/14/21			197		193,257
4.25%, 10/02/23			835		795,696
Petro-Canada, 6.80%, 5/15/38	USD		1,025		1,287,138
Petroleos Mexicanos:
5.50%, 1/21/21			14,202		15,370,683
2.75%, 4/21/27	EUR		210		209,299
6.38%, 1/23/45	USD		780		800,826
Phillips 66, 4.88%, 11/15/44			445		429,836
Plains All American Pipeline LP/PAA Finance Corp., 4.90%, 2/15/45			270		256,163
Precision Drilling Corp.:
6.63%, 11/15/20			450		436,500
5.25%, 11/15/24			763		641,874
Puma International Financing SA, 6.75%, 2/01/21 (a)			200		202,132
QEP Resources, Inc.:
6.88%, 3/01/21			350		351,750
5.38%, 10/01/22			1,610		1,505,350
5.25%, 5/01/23			200		185,000
Range Resources Corp.:
6.75%, 8/01/20			150		155,063
5.75%, 6/01/21			400		405,000
5.00%, 8/15/22			150		146,250
5.00%, 3/15/23			1,000		980,000
4.88%, 5/15/25 (a)			250		240,000
Regency Energy Partners LP/Regency Energy Finance Corp.:
5.50%, 4/15/23			438		439,095
4.50%, 11/01/23			1,186		1,123,308
Reliance Holding USA, Inc., 5.40%, 2/14/22			5,000		5,439,365
Reliance Industries Ltd., 4.13%, 1/28/25			367		365,671
Rockies Express Pipeline LLC:
6.85%, 7/15/18 (a)			861		904,050
6.00%, 1/15/19 (a)			500		511,250
5.63%, 4/15/20 (a)			350		353,500

Corporate Bonds		Par   (000)		Value
Oil, Gas & Consumable Fuels (continued)
6.88%, 4/15/40 (a)	USD		300	$	310,500
RSP Permian, Inc., 6.63%, 10/01/22 (a)			1,097		1,105,227
Sabine Pass Liquefaction LLC:
5.63%, 2/01/21			1,550		1,581,000
6.25%, 3/15/22			625		643,750
5.63%, 4/15/23			1,303		1,289,970
5.75%, 5/15/24			5,453		5,422,327
5.63%, 3/01/25 (a)			1,803		1,775,955
Sabine Pass LNG LP, 7.50%, 11/30/16			6,500		6,760,000
Sanchez Energy Corp.:
7.75%, 6/15/21			100		90,000
6.13%, 1/15/23			1,719		1,392,390
SandRidge Energy, Inc.:
8.75%, 6/01/20 (a)			800		620,000
7.50%, 2/15/23			688		209,840
Seven Generations Energy Ltd., 6.75%, 5/01/23 (a)			244		238,510
Seventy Seven Operating LLC, 6.63%, 11/15/19			1,743		1,268,033
Shell International Finance BV:
4.30%, 9/22/19			1,720		1,876,823
2.13%, 5/11/20			1,000		999,049
3.25%, 5/11/25			1,275		1,259,428
4.13%, 5/11/35			250		247,891
6.38%, 12/15/38			1,310		1,678,449
4.55%, 8/12/43			420		428,575
4.38%, 5/11/45			1,915		1,912,794
SM Energy Co.:
6.13%, 11/15/22			1,405		1,383,925
5.00%, 1/15/24			75		68,625
5.63%, 6/01/25			600		567,000
Southern Star Central Corp., 5.13%, 7/15/22 (a)			609		618,135
Stone Energy Corp., 7.50%, 11/15/22			475		375,250
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 7.50%, 7/01/21			654		683,430
Suncor Energy, Inc., 6.10%, 6/01/18			700		779,463
Sunoco LP/Sunoco Finance Corp.:
5.50%, 8/01/20 (a)			500		508,750
6.38%, 4/01/23 (a)			610		626,775
Targa Resources Partners LP/Targa Resources Partners Finance Corp.:
5.00%, 1/15/18 (a)			950		983,250
4.13%, 11/15/19 (a)			750		750,000
5.25%, 5/01/23			100		98,750
4.25%, 11/15/23			500		462,500
Tesoro Logistics LP/Tesoro Logistics Finance Corp.:
5.50%, 10/15/19 (a)			475		491,625
6.13%, 10/15/21			560		583,800
6.25%, 10/15/22 (a)			1,272		1,329,240
TOTAL SA, 2.25% (b)(i)	EUR		235		252,927
TransCanada PipeLines Ltd.:
1.88%, 1/12/18	USD		155		155,784
3.80%, 10/01/20			615		648,340
2.50%, 8/01/22			225		212,317
4.63%, 3/01/34			1,085		1,065,058
6.10%, 6/01/40			200		226,259
5.00%, 10/16/43			1,245		1,247,181
Tullow Oil PLC:
6.00%, 11/01/20 (a)			500		410,000
6.25%, 4/15/22 (a)			250		208,750
Ultra Petroleum Corp., 6.13%, 10/01/24 (a)			550		423,500
Unit Corp., 6.63%, 5/15/21			500		477,500
Vanguard Natural Resources LLC/VNR Finance Corp., 7.88%, 4/01/20			350		312,489

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 51

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Oil, Gas & Consumable Fuels (concluded)
Western Gas Partners LP, 5.45%, 4/01/44	USD		330	$	331,403
Whiting Canadian Holding Co. ULC, 8.13%, 12/01/19			150		154,687
Whiting Petroleum Corp.:
5.00%, 3/15/19			1,510		1,449,600
5.75%, 3/15/21			1,058		1,031,550
6.25%, 4/01/23			585		570,375
The Williams Cos., Inc., 3.70%, 1/15/23			290		261,736
Williams Partners LP, 4.90%, 1/15/45			492		417,694
WPX Energy, Inc.:
7.50%, 8/01/20			500		507,500
6.00%, 1/15/22			900		841,500
8.25%, 8/01/23			500		508,125
5.25%, 9/15/24			935		801,763
XTO Energy, Inc., 6.25%, 8/01/17			750		825,257
					207,831,762
Paper & Forest Products — 0.0%
International Paper Co.:
3.65%, 6/15/24			63		62,501
6.00%, 11/15/41			130		141,393
4.80%, 6/15/44			78		72,825
Resolute Forest Products, Inc., 5.88%, 5/15/23			450		375,750
Verso Paper Holdings LLC/Verso Paper, Inc., 11.75%, 1/15/19			200		80,000
					732,469
Personal Products — 0.0%
Avon Products, Inc.:
5.35%, 3/15/20			500		436,250
5.75%, 3/15/23			200		163,000
Edgewell Personal Care Co., 4.70%, 5/19/21			750		768,005
The Estee Lauder Cos., Inc., 2.35%, 8/15/22			405		394,625
First Quality Finance Co., Inc., 4.63%, 5/15/21 (a)			100		95,000
Revlon Consumer Products Corp., 5.75%, 2/15/21			100		100,000
					1,956,880
Pharmaceuticals — 0.7%
AbbVie, Inc.:
1.80%, 5/14/18			740		737,981
2.50%, 5/14/20			530		526,744
4.40%, 11/06/42			280		263,245
4.70%, 5/14/45			720		702,596
Actavis Funding SCS:
2.35%, 3/12/18			1,480		1,484,560
4.85%, 6/15/44			270		259,641
4.75%, 3/15/45			735		693,017
Actavis, Inc.:
1.88%, 10/01/17			4,706		4,704,325
3.25%, 10/01/22			1,290		1,254,653
AstraZeneca PLC:
1.95%, 9/18/19			1,525		1,522,867
6.45%, 9/15/37			495		641,511
4.00%, 9/18/42			480		465,826
Bayer AG, 2.38%, 4/02/75 (b)	EUR		290		310,238
Bristol-Myers Squibb Co.:
2.00%, 8/01/22	USD		695		660,568
5.88%, 11/15/36			675		823,574
Catamaran Corp., 4.75%, 3/15/21			100		113,250
Eli Lilly & Co.:
1.95%, 3/15/19			425		427,294
2.75%, 6/01/25			1,650		1,606,981
3.70%, 3/01/45			460		425,541

Corporate Bonds		Par   (000)		Value
Pharmaceuticals (concluded)
Endo Finance LLC:
5.75%, 1/15/22 (a)	USD		100	$	103,000
7.75%, 1/15/22 (a)			990		1,054,350
5.38%, 1/15/23 (a)			400		404,248
6.00%, 7/15/23 (a)			2,497		2,596,880
Endo Ltd./Endo Finance LLC/Endo Finco,Inc., 6.00%, 2/01/25 (a)			1,881		1,937,430
Forest Laboratories, Inc., 5.00%, 12/15/21 (a)			620		671,784
GlaxoSmithKline Capital PLC, 1.50%, 5/08/17			1,785		1,795,460
GlaxoSmithKline Capital, Inc.:
5.65%, 5/15/18			500		556,237
6.38%, 5/15/38			935		1,192,380
Grifols Worldwide Operations Ltd., 5.25%, 4/01/22			2,103		2,124,030
Hospira, Inc.:
6.05%, 3/30/17			200		214,729
5.60%, 9/15/40			350		400,937
inVentiv Health, Inc., 9.00%, 1/15/18 (a)			75		78,375
Johnson & Johnson:
3.38%, 12/05/23			1,410		1,473,767
4.38%, 12/05/33			1,705		1,836,162
Merck & Co., Inc.:
1.30%, 5/18/18			1,250		1,245,487
1.85%, 2/10/20			400		398,100
3.88%, 1/15/21			1,705		1,820,986
2.35%, 2/10/22			140		136,998
2.75%, 2/10/25			750		717,896
4.15%, 5/18/43			795		792,993
3.70%, 2/10/45			1,605		1,470,878
Mylan, Inc., 5.40%, 11/29/43			400		421,395
Novartis Capital Corp.:
3.40%, 5/06/24			1,100		1,121,949
4.40%, 5/06/44			765		808,102
Novartis Securities Investment Ltd., 5.13%, 2/10/19			1,000		1,113,911
Pfizer, Inc.:
0.90%, 1/15/17			1,265		1,266,857
6.20%, 3/15/19			1,250		1,431,323
2.10%, 5/15/19			1,000		1,009,537
3.40%, 5/15/24			1,130		1,140,008
7.20%, 3/15/39			1,505		2,064,703
4.30%, 6/15/43			320		319,898
4.40%, 5/15/44			710		714,701
Quintiles Transnational Corp., 4.88%, 5/15/23 (a)			550		557,903
Sanofi, 2.63%, 3/29/16			665		674,044
Valeant Pharmaceuticals International:
7.00%, 10/01/20 (a)			295		306,431
6.38%, 10/15/20 (a)			2,676		2,819,835
7.25%, 7/15/22 (a)			100		105,500
Valeant Pharmaceuticals International, Inc.:
6.75%, 8/15/18 (a)			1,065		1,118,916
5.38%, 3/15/20 (a)			2,367		2,432,093
7.50%, 7/15/21 (a)			1,375		1,491,875
5.63%, 12/01/21 (a)			3,225		3,309,656
5.50%, 3/01/23 (a)			1,199		1,225,977
4.50%, 5/15/23	EUR		3,450		3,732,126
5.88%, 5/15/23 (a)	USD		4,910		5,105,909
6.13%, 4/15/25 (a)			4,512		4,715,040
Wyeth LLC, 5.95%, 4/01/37			295		357,436
					80,012,644
Professional Services — 0.0%
HIS, Inc., 5.00%, 11/01/22 (a)			500		500,625

See Notes to Financial Statements.

52 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Professional Services (concluded)
TMF Group Holding BV, 9.88%, 12/01/19	EUR		1,450	$	1,711,896
					2,212,521
Real Estate Investment Trusts (REITs) — 0.3%
American Tower Corp.:
4.70%, 3/15/22	USD		56		58,742
4.00%, 6/01/25			217		212,639
ARC Properties Operating Partnership LP:
2.00%, 2/06/17			1,000		978,750
3.00%, 2/06/19			600		573,526
4.60%, 2/06/24			200		193,000
AvalonBay Communities, Inc.:
5.70%, 3/15/17			385		411,821
2.95%, 9/15/22			20		19,603
2.85%, 3/15/23			20		19,245
4.20%, 12/15/23			300		316,503
3.45%, 6/01/25			245		243,521
Communications Sales & Leasing, Inc.:
6.00%, 4/15/23 (a)			315		302,400
8.25%, 10/15/23 (a)			1,500		1,432,500
DuPont Fabros Technology LP, 5.88%, 9/15/21			375		385,313
ERP Operating LP:
5.38%, 8/01/16			1,870		1,949,419
5.75%, 6/15/17			1,000		1,078,777
4.50%, 6/01/45			425		422,543
ESH Hospitality, Inc., 5.25%, 5/01/25 (a)			800		779,000
FelCor Lodging LP, 5.63%, 3/01/23			250		256,550
GELF Bond Issuer I SA, 1.75%, 11/22/21	EUR		285		309,840
The GEO Group, Inc.:
5.88%, 1/15/22	USD		825		862,125
5.88%, 10/15/24			560		579,600
GLP Capital LP/GLP Financing II, Inc.:
4.38%, 11/01/18			125		129,375
4.88%, 11/01/20			1,025		1,057,031
5.38%, 11/01/23			150		156,289
HCP, Inc.:
6.30%, 9/15/16			674		708,501
6.00%, 1/30/17			2,363		2,509,331
6.70%, 1/30/18			703		780,291
Health Care REIT, Inc.:
3.63%, 3/15/16			720		730,628
4.70%, 9/15/17			440		465,866
2.25%, 3/15/18			3,110		3,127,270
Host Hotels & Resorts LP, 4.00%, 6/15/25			330		327,294
Iron Mountain, Inc.:
6.00%, 8/15/23			1,660		1,726,400
5.75%, 8/15/24			850		856,375
iStar Financial, Inc.:
3.00%, 11/15/16 (k)			2,023		2,393,462
4.00%, 11/01/17			100		98,250
5.00%, 7/01/19			725		711,450
Prologis LP:
4.50%, 8/15/17			655		691,404
6.88%, 3/15/20			1,000		1,153,121
RHP Hotel Properties LP/RHP Finance Corp., 5.00%, 4/15/23 (a)			377		375,115
Sabra Health Care LP/Sabra Capital Corp., 5.50%, 2/01/21			200		207,500
Simon Property Group LP:
2.80%, 1/30/17			1,250		1,277,614
2.15%, 9/15/17			1,250		1,270,906
7.38%, 6/15/18			780		900,254
4.38%, 3/01/21			500		542,895
3.38%, 10/01/24			650		650,573
6.75%, 2/01/40			200		262,362
4.75%, 3/15/42			250		262,214

Corporate Bonds		Par   (000)		Value
Real Estate Investment Trusts (REITs) (concluded)
4.25%, 10/01/44	USD		565	$	549,735
Ventas Realty LP:
1.55%, 9/26/16			1,112		1,115,918
2.00%, 2/15/18			2,500		2,512,393
WEA Finance LLC/Westfield UK & Europe Finance PLC, 1.75%, 9/15/17 (a)			765		765,879
					39,701,113
Real Estate Management & Development — 0.9%
Agile Property Holdings Ltd., 6.50%, 2/28/17	CNH		20,000		3,110,557
Annington Finance No. 5 PLC, 13.00% (13.00% Cash or 13.50% PIK), 1/15/23 (h)	GBP		2,023		3,759,893
Aroundtown Property Holdings PLC, 3.00%, 12/09/21	EUR		1,600		1,634,371
Caifu Holdings Ltd., 8.75%, 1/24/20	USD		5,000		4,897,750
Central Plaza Development Ltd., 7.13% (b)(i)			600		621,600
China Aoyuan Property Group Ltd., 10.88%, 5/26/18			900		899,775
China New Town Finance I Ltd., 5.50%, 5/06/18	CNH		7,500		1,205,638
China South City Holdings Ltd., 8.25%, 1/29/19	USD		250		238,347
CIFI Holdings Group Co. Ltd., 7.75%, 6/05/20			3,650		3,596,163
Country Garden Holdings Co. Ltd.:
7.50%, 3/09/20			2,000		2,080,562
7.25%, 4/04/21			4,300		4,380,840
Crescent Resources LLC/Crescent Ventures, Inc., 10.25%, 8/15/17 (a)			1,525		1,601,250
CTR Partnership LP/CareTrust Capital Corp., 5.88%, 6/01/21			2,000		2,040,000
Fantasia Holdings Group Co. Ltd., 10.75%, 1/22/20			3,600		3,299,436
Fantasia Holdings Group Ltd., 7.88%, 5/27/16	CNH		15,000		2,308,805
Filinvest Development Cayman Islands, 4.25%, 4/02/20	USD		2,500		2,481,875
General Electric Capital Corp., 4.63%, 1/30/43			519		510,826
Glorious Property Holdings Ltd., 13.25%, 3/04/18			2,500		1,450,000
Greenland Hong Kong Holdings Ltd., 5.50%, 1/23/18	CNH		20,000		3,198,971
Greentown China Holdings Ltd., 5.63%, 5/13/16			11,500		1,848,652
The Howard Hughes Corp., 6.88%, 10/01/21 (a)	USD		125		132,500
Jababeka International BV, 7.50%, 9/24/19			500		490,041
Kaisa Group Holdings Ltd.:
6.88%, 4/22/16	CNH		19,500		1,692,722
8.88%, 3/19/18 (j)	USD		1,500		821,250
Kennedy-Wilson, Inc., 5.88%, 4/01/24			435		431,194
Lai Fung Holdings Ltd., 6.88%, 4/25/18	CNH		18,500		2,847,517
Lodha Developers International Ltd., 12.00%, 3/13/20	USD		1,500		1,515,000
Logan Property Holdings Co. Ltd., 9.75%, 12/08/17			3,000		3,040,890
New World China Land Ltd., 5.50%, 2/06/18	CNH		17,000		2,771,832
Pakuwon Prima Pte. Ltd., 7.13%, 7/02/19	USD		3,000		3,015,009
Realogy Group LLC, 7.63%, 1/15/20 (a)			2,609		2,755,756
Realogy Group LLC/Realogy Co-Issuer Corp.:
4.50%, 4/15/19 (a)			912		918,840
5.25%, 12/01/21 (a)			391		400,775
Shui On Development Holding Ltd.:
8.70%, 11/24/17			1,500		1,540,781
9.63%, 6/10/19			750		775,337
Sparkle Assets Ltd., 6.88%, 1/30/20			2,200		2,326,282
Start Plus Investments Ltd., 5.55%, 6/24/18	CNH		15,000		2,390,051
Sun Hung Kai Properties Capital Market Ltd., 4.50%, 2/14/22	USD		680		728,662

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 53

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Real Estate Management & Development (concluded)
Theta Capital Pte. Ltd.:
7.00%, 5/16/19	USD		2,000	$	2,049,918
6.13%, 11/14/20			1,700		1,705,413
7.00%, 4/11/22			2,300		2,312,995
The Unique Pub Finance Co. PLC:
5.66%, 6/30/27	GBP		1,591		2,521,373
6.46%, 3/30/32			500		694,932
Universal Number One Co. Ltd., 5.70%, 1/30/17	CNH		15,000		2,417,325
Vingroup JSC, 11.63%, 5/07/18	USD		3,040		3,268,258
Wanda Properties International Co. Ltd., 7.25%, 1/29/24			9,000		9,873,810
Yanlord Land Group Ltd., 10.63%, 3/29/18			1,700		1,782,314
Yuzhou Properties Co. Ltd., 8.75%, 10/04/18			6,000		6,090,000
					106,476,088
Road & Rail — 0.2%
Ashtead Capital, Inc.:
6.50%, 7/15/22 (a)			1,445		1,519,071
5.63%, 10/01/24 (a)			590		591,475
Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:
4.88%, 11/15/17			1,450		1,482,625
5.50%, 4/01/23			500		502,500
Burlington Northern Santa Fe LLC:
4.90%, 4/01/44			690		727,031
4.15%, 4/01/45			220		207,126
Canadian National Railway Co.:
2.85%, 12/15/21			805		815,987
2.95%, 11/21/24			865		849,530
6.20%, 6/01/36			400		513,653
4.50%, 11/07/43			230		244,408
CHC Helicopter SA, 9.25%, 10/15/20			540		345,600
The Hertz Corp.:
4.25%, 4/01/18			4,470		4,548,225
6.75%, 4/15/19			2,325		2,399,842
5.88%, 10/15/20			500		508,750
7.38%, 1/15/21			1,020		1,063,350
6.25%, 10/15/22			350		357,000
ITNL International Pte. Ltd., 8.00%, 7/17/17	CNH		18,000		2,922,492
Kansas City Southern de Mexico SA de CV, 0.99%, 10/28/16 (b)	USD		1,240		1,232,122
Penske Truck Leasing Co. LP/PTL Finance Corp.:
3.75%, 5/11/17 (a)			530		547,489
2.50%, 6/15/19 (a)			1,300		1,286,847
Ryder System, Inc.:
2.45%, 11/15/18			620		628,387
2.50%, 5/11/20			885		880,961
Silk Bidco A/S, 7.50%, 2/01/22	EUR		1,172		1,341,852
Union Pacific Corp.:
4.00%, 2/01/21	USD		445		477,917
3.75%, 3/15/24			605		630,020
4.82%, 2/01/44			610		668,165
4.85%, 6/15/44			745		812,158
4.15%, 1/15/45			200		196,551
3.88%, 2/01/55			50		44,746
					28,345,880
Semiconductors & Semiconductor Equipment — 0.2%
Advanced Micro Devices, Inc.:
6.75%, 3/01/19			300		218,250
7.75%, 8/01/20			100		67,313
Amkor Technology, Inc., 6.38%, 10/01/22			375		358,594
Analog Devices, Inc., 2.88%, 6/01/23			235		226,534
Applied Materials, Inc., 2.65%, 6/15/16			435		441,540

Corporate Bonds		Par   (000)		Value
Semiconductors & Semiconductor Equipment (concluded)
Broadcom Corp., 4.50%, 8/01/34	USD		735	$	733,151
Freescale Semiconductor, Inc.:
5.00%, 5/15/21 (a)			50		50,781
6.00%, 1/15/22 (a)			880		919,600
Global A&T Electronics Ltd.:
10.00%, 2/01/19			3,300		2,953,566
10.00%, 2/01/19			1,300		1,163,526
Intel Corp.:
1.35%, 12/15/17			1,310		1,309,578
2.45%, 7/29/20			335		337,467
3.10%, 7/29/22			510		510,929
2.70%, 12/15/22			500		485,260
3.70%, 7/29/25			600		605,680
4.80%, 10/01/41			1,015		1,041,208
4.90%, 7/29/45			265		272,182
Maxim Integrated Products, Inc., 2.50%, 11/15/18			1,620		1,634,295
Micron Technology, Inc.:
5.88%, 2/15/22			75		76,500
5.25%, 8/01/23 (a)			750		721,875
5.25%, 1/15/24 (a)			500		480,000
5.50%, 2/01/25 (a)			835		808,906
NXP BV/NXP Funding LLC:
3.75%, 6/01/18 (a)			600		607,500
4.13%, 6/15/20 (a)			1,670		1,676,263
5.75%, 2/15/21 (a)			200		208,624
4.63%, 6/15/22 (a)			300		297,000
Sensata Technologies BV:
4.88%, 10/15/23 (a)			75		74,250
5.63%, 11/01/24 (a)			150		154,687
5.00%, 10/01/25 (a)			1,497		1,467,060
STATS ChipPAC Ltd., 4.50%, 3/20/18 (a)			400		402,000
Texas Instruments, Inc.:
0.88%, 3/12/17			300		300,417
1.65%, 8/03/19			500		494,917
1.75%, 5/01/20			1,100		1,093,437
Xilinx, Inc., 2.13%, 3/15/19			300		300,600
					22,493,490
Software — 0.4%
Activision Blizzard, Inc.:
5.63%, 9/15/21 (a)			1,500		1,575,000
6.13%, 9/15/23 (a)			175		188,563
Audatex North America, Inc.:
6.00%, 6/15/21 (a)			1,719		1,755,529
6.13%, 11/01/23 (a)			1,080		1,055,700
CDW LLC/CDW Finance Corp.:
6.00%, 8/15/22			4,315		4,509,175
5.00%, 9/01/23			656		651,487
5.50%, 12/01/24			1,573		1,580,865
First Data Corp.:
7.38%, 6/15/19 (a)			1,307		1,363,332
6.75%, 11/01/20 (a)			4,427		4,681,553
11.75%, 8/15/21			393		446,055
IMS Health, Inc., 6.00%, 11/01/20 (a)			2,016		2,086,560
Infor U.S., Inc., 6.50%, 5/15/22 (a)			2,426		2,480,585
Italics Merger Sub, Inc., 7.13%, 7/15/23 (a)			324		318,330
Microsoft Corp.:
3.00%, 10/01/20			915		953,486
2.38%, 2/12/22			1,325		1,306,704
2.38%, 5/01/23			465		450,932
3.50%, 2/12/35			1,000		926,560
5.30%, 2/08/41			260		298,966

See Notes to Financial Statements.

54 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Software (concluded)
3.50%, 11/15/42	USD		605	$	533,775
4.88%, 12/15/43			700		758,993
3.75%, 2/12/45			350		320,145
4.00%, 2/12/55			880		803,428
Nuance Communications, Inc., 5.38%, 8/15/20 (a)			2,204		2,237,060
Oracle Corp.:
2.38%, 1/15/19			1,000		1,016,004
2.25%, 10/08/19			3,055		3,073,110
2.50%, 5/15/22			300		291,536
2.50%, 10/15/22			1,145		1,106,004
3.40%, 7/08/24			565		568,857
3.25%, 5/15/30			500		463,785
4.30%, 7/08/34			1,045		1,047,575
3.90%, 5/15/35			500		474,655
5.38%, 7/15/40			1,205		1,350,268
4.50%, 7/08/44			514		514,381
4.13%, 5/15/45			1,315		1,241,806
Rolta Americas LLC, 8.88%, 7/24/19			3,065		2,283,425
Rolta LLC, 10.75%, 5/16/18			400		347,174
SS&C Technologies Holdings, Inc., 5.88%, 7/15/23 (a)			776		803,160
					45,864,523
Specialty Retail — 0.3%
Asbury Automotive Group, Inc., 6.00%, 12/15/24			417		433,680
Best Buy Co., Inc.:
5.00%, 8/01/18			200		210,062
5.50%, 3/15/21			300		312,075
CST Brands, Inc., 5.00%, 5/01/23			1,103		1,097,485
Ferrellgas LP/Ferrellgas Finance Corp.:
6.50%, 5/01/21			100		100,250
6.75%, 6/15/23 (a)			500		501,250
Group 1 Automotive, Inc., 5.00%, 6/01/22			275		275,000
Guitar Center, Inc., 6.50%, 4/15/19 (a)			350		317,625
The Home Depot, Inc.:
2.00%, 6/15/19			1,810		1,823,901
3.75%, 2/15/24			825		864,880
5.88%, 12/16/36			935		1,143,696
4.20%, 4/01/43			235		234,451
4.88%, 2/15/44			1,835		2,016,733
4.40%, 3/15/45			740		762,247
4.25%, 4/01/46			200		200,969
House of Fraser Funding PLC:
8.88%, 8/15/18	GBP		1,151		1,880,587
6.40%, 9/15/20 (b)			135		209,831
IT Ltd., 6.25%, 5/15/18	CNH		24,100		3,680,409
L Brands, Inc.:
6.90%, 7/15/17	USD		1,100		1,200,375
8.50%, 6/15/19			100		117,625
6.63%, 4/01/21			850		955,723
5.63%, 2/15/22			950		1,020,063
5.63%, 10/15/23			75		79,500
Lowe’s Cos., Inc.:
3.75%, 4/15/21			830		889,423
6.65%, 9/15/37			150		196,806
5.00%, 9/15/43			1,650		1,848,642
4.25%, 9/15/44			400		400,108
The Men’s Wearhouse, Inc., 7.00%, 7/01/22			325		346,125
Next PLC, 4.38%, 10/02/26	GBP		710		1,217,262
Pacific Emerald Pte. Ltd., 9.75%, 7/25/18	USD		4,000		4,175,200
Penske Automotive Group, Inc.:
5.75%, 10/01/22			1,064		1,107,890

Corporate Bonds		Par   (000)		Value
Specialty Retail (concluded)
5.38%, 12/01/24	USD		429	$	432,217
Punch Taverns Finance B Ltd., 5.27%, 3/30/24	GBP		797		1,170,124
Punch Taverns Finance PLC:
Series 2013-A6, Class B, 5.94%, 12/30/24			500		765,183
Series 2014, 6.08%, 10/15/27 (a)(b)			1,104		1,629,267
Sally Holdings LLC/Sally Capital, Inc.:
6.88%, 11/15/19	USD		150		156,900
5.75%, 6/01/22			500		521,250
Suburban Propane Partners LP/Suburban Energy Finance Corp., 5.50%, 6/01/24			500		497,500
THOM Europe SAS, 7.38%, 7/15/19	EUR		805		931,611
Tops Holding LLC/Tops Markets II Corp., 8.00%, 6/15/22 (a)	USD		175		173,687
Toys R Us Property Co. II LLC, 8.50%, 12/01/17			500		497,500
Travis Perkins PLC, 4.38%, 9/15/21	GBP		163		260,925
					36,656,037
Technology Hardware, Storage & Peripherals — 0.1%
Apple, Inc.:
1.00%, 5/03/18	USD		1,450		1,435,306
2.10%, 5/06/19			730		738,505
2.00%, 5/06/20			1,475		1,472,102
2.85%, 5/06/21			1,500		1,521,732
2.70%, 5/13/22			500		497,263
2.40%, 5/03/23			705		673,396
3.20%, 5/13/25			950		945,500
3.05%, 7/31/29	GBP		280		433,610
3.85%, 5/04/43	USD		1,015		936,189
4.45%, 5/06/44			340		343,497
3.45%, 2/09/45			1,260		1,080,324
4.38%, 5/13/45			785		788,203
Dell, Inc., 5.88%, 6/15/19			375		393,750
EMC Corp.:
2.65%, 6/01/20			725		731,750
3.38%, 6/01/23			535		535,659
NCR Corp.:
4.63%, 2/15/21			100		99,937
5.00%, 7/15/22			650		645,125
6.38%, 12/15/23			400		421,500
Project Homestake Merger Corp., 8.88%, 3/01/23 (a)			1,285		1,207,900
Seagate HDD Cayman, 3.75%, 11/15/18			600		624,770
					15,526,018
Textiles, Apparel & Luxury Goods — 0.0%
Hanesbrands, Inc., 6.38%, 12/15/20			750		782,813
INVISTA Finance LLC, 4.25%, 10/15/19 (a)			200		196,000
Levi Strauss & Co.:
6.88%, 5/01/22			1,044		1,126,215
5.00%, 5/01/25			669		645,585
NIKE, Inc., 3.63%, 5/01/43			250		231,646
PVH Corp., 4.50%, 12/15/22			275		277,063
Springs Industries, Inc., 6.25%, 6/01/21			640		636,800
Wolverine World Wide, Inc., 6.13%, 10/15/20			573		603,083
					4,499,205
Thrifts & Mortgage Finance — 0.0%
Nationstar Mortgage LLC/Nationstar Capital Corp., 6.50%, 7/01/21			375		350,156
Nykredit Realkredit A/S, 2.00%, 10/01/47	DKK		6,505		867,591
Radian Group, Inc., 2.25%, 3/01/19 (k)	USD		907		1,580,447
					2,798,194

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 55

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Corporate Bonds		Par   (000)		Value
Tobacco — 0.1%
Altria Group, Inc., 5.38%, 1/31/44	USD		560	$	601,643
BAT International Finance PLC, 2.00%, 3/13/45	GBP		245		232,104
Philip Morris International, Inc.:
2.50%, 5/16/16	USD		1,000		1,015,003
4.50%, 3/26/20			555		608,260
2.63%, 3/06/23			1,480		1,425,848
6.38%, 5/16/38			1,175		1,478,085
4.13%, 3/04/43			576		544,394
4.25%, 11/10/44			650		624,011
Reynolds American, Inc.:
3.50%, 8/04/16 (a)			1,870		1,907,935
2.30%, 8/21/17 (a)			1,402		1,414,259
2.30%, 6/12/18			820		827,278
3.25%, 6/12/20			125		126,968
3.25%, 11/01/22			130		126,314
7.00%, 8/04/41 (a)			170		196,996
6.15%, 9/15/43			360		398,201
5.85%, 8/15/45			5,205		5,596,739
Vector Group Ltd., 7.75%, 2/15/21			200		213,500
					17,337,538
Trading Companies & Distributors — 0.2%
Air Lease Corp.:
4.50%, 1/15/16			620		627,502
2.13%, 1/15/18			4,360		4,315,659
3.38%, 1/15/19			750		765,000
Aviation Capital Group Corp., 3.88%, 9/27/16 (a)			1,255		1,273,937
GATX Corp.:
2.38%, 7/30/18			1,960		1,968,203
2.50%, 3/15/19			1,240		1,237,348
H&E Equipment Services, Inc., 7.00%, 9/01/22			100		99,500
Neptune Orient Lines Ltd., 4.40%, 11/08/19	SGD		3,000		2,197,850
Penske Truck Leasing Co. LP/PTL Finance Corp.:
2.50%, 3/15/16 (a)	USD		2,490		2,508,326
3.38%, 3/15/18 (a)			1,770		1,823,751
2.88%, 7/17/18 (a)			1,941		1,971,974
4.88%, 7/11/22 (a)			714		755,443
United Rentals North America, Inc.:
7.38%, 5/15/20			150		159,563
8.25%, 2/01/21			296		315,021
7.63%, 4/15/22			3,655		3,970,244
6.13%, 6/15/23			125		128,750
4.63%, 7/15/23			1,000		986,250
5.75%, 11/15/24			2,298		2,246,295
5.50%, 7/15/25			898		858,713
					28,209,329
Transportation Infrastructure — 0.0%
gategroup Finance Luxembourg SA, 6.75%, 3/01/19	EUR		417		479,925
Wireless Telecommunication Services — 0.5%
America Movil SAB de CV:
5.00%, 10/16/19	USD		920		1,010,611
3.13%, 7/16/22			865		857,993
6.13%, 3/30/40			660		766,656
4.38%, 7/16/42			950		879,329
Crown Castle International Corp.:
4.88%, 4/15/22			450		461,788
5.25%, 1/15/23			1,640		1,717,900
Lynx I Corp., 6.00%, 4/15/21	GBP		2,511		4,092,850

Corporate Bonds		Par   (000)		Value
Wireless Telecommunication Services (concluded)
Matterhorn Telecom SA, 3.88%, 5/01/22	EUR		2,250	$	2,319,956
Millicom International Cellular SA:
6.63%, 10/15/21 (a)	USD		950		988,000
6.00%, 3/15/25 (a)			200		197,500
Nokia OYJ:
5.38%, 5/15/19			700		743,858
6.63%, 5/15/39			619		671,615
Rogers Communications, Inc., 6.80%, 8/15/18			786		893,928
Sable International Finance Ltd., 6.88%, 8/01/22			345		345,000
SBA Communications Corp., 4.88%, 7/15/22			1,895		1,866,575
SBA Telecommunications, Inc., 5.75%, 7/15/20			2,350		2,455,750
SmarTone Finance Ltd., 3.88%, 4/08/23			6,050		5,676,413
Sprint Capital Corp.:
6.90%, 5/01/19			1,000		980,000
6.88%, 11/15/28			650		550,875
8.75%, 3/15/32			1,750		1,655,937
Sprint Communications, Inc.:
6.00%, 12/01/16			800		816,500
9.13%, 3/01/17			500		529,375
8.38%, 8/15/17			200		211,500
9.00%, 11/15/18 (a)			6,446		7,219,520
7.00%, 3/01/20 (a)			150		159,750
7.00%, 8/15/20			150		144,187
6.00%, 11/15/22			1,100		966,350
Sprint Corp.:
7.25%, 9/15/21			1,300		1,243,125
7.88%, 9/15/23			4,510		4,323,963
7.13%, 6/15/24			1,852		1,694,580
7.63%, 2/15/25			1,050		973,875
Telefonica Europe BV, 4.20% (b)(i)	EUR		800		907,154
T-Mobile USA, Inc.:
6.46%, 4/28/19	USD		500		515,625
6.63%, 11/15/20			1,500		1,560,000
6.25%, 4/01/21			1,500		1,571,250
6.63%, 4/28/21			400		423,480
6.13%, 1/15/22			125		130,625
6.73%, 4/28/22			1,275		1,351,500
6.00%, 3/01/23			1,000		1,042,500
6.63%, 4/01/23			1,000		1,065,000
6.84%, 4/28/23			625		668,750
6.50%, 1/15/24			1,513		1,597,637
6.38%, 3/01/25			4,065		4,263,169
United States Cellular Corp., 6.70%, 12/15/33			199		184,513
Vodafone Group PLC, 4.38%, 2/19/43			490		430,457
					63,126,919
Total Corporate Bonds — 21.7%					2,624,349,719

See Notes to Financial Statements.

56 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Floating Rate Loan Interests (b)		Par   (000)		Value
Aerospace & Defense — 0.0%
B/E Aerospace, Inc., Term Loan, 4.00%, 12/16/21	USD		1,783	$	1,797,394
Sequa Corp., Initial Term Loan, 5.25%, 6/19/17			1,236		1,086,644
					2,884,038
Airlines — 0.0%
Northwest Airlines, Inc.:
Term B757-200 Loan (N551), 1.63%, 9/10/18			107		102,213
Term B757-200 Loan (N554), 1.63%, 9/10/18			108		103,330
Term B757-300 Loan (N583), 2.25%, 3/10/17			100		97,750
Term B757-300 Loan (N584), 2.25%, 3/10/17			100		97,750
Term B757-300 Loan (N550), 1.63%, 3/10/17			106		101,655
					502,698
Auto Components — 0.0%
FPC Holdings, Inc., Initial Loan (First Lien), 5.25%, 11/19/19			780		769,766
The Goodyear Tire & Rubber Co., Loan (Second Lien), 3.75%, 4/30/19			1,000		1,004,250
					1,774,016
Banks — 0.0%
Walton Portland Mezz Holdings VI LLC, Loan, 6.94%, 7/08/16			3,750		3,750,000
Building Products — 0.1%
American Builders & Contractors Supply Co., Inc., Term B Loan, 3.50%, 4/16/20			1,902		1,894,777
CPG International, Inc., Term Loan, 4.75%, 9/30/20			1,735		1,724,157
HD Supply, Inc., Term Loan 2014, 4.00%, 6/28/18			3,551		3,549,580
Jeld-Wen, Inc. (Onex BP Finance LP), Term B-1 Loan, 5.00%, 7/01/22			1,830		1,836,863
Universal Services of America:
Delayed Draw (2nd Lien), 9.00%, 7/30/23			35		34,419
Term Loan B (1st Lien), 4.75%, 7/27/22			898		893,617
Term Loan B (1st Lien), 9.50%, 7/30/23			530		527,756
Delayed Draw (1st Lien), 5.00%, 7/27/22			63		63,012
					10,524,181
Capital Markets — 0.0%
Alliant Holdings I LLC, Initial Term Loan, 5.00%, 12/20/19			1,682		1,682,213
American Capital Ltd. (FKA American Capital Strategies Ltd.), Term Loan B, 3.50%, 8/22/17			1,561		1,556,606
					3,238,819
Chemicals — 0.1%
Allnex (Luxembourg) & Cy SCA, Tranche B-1 Term Loan, 4.50%, 10/03/19			635		635,357
Allnex USA, Inc., Tranche B-2 Term Loan, 4.50%, 10/03/19			330		329,656
Ascend Performance Materials Operations LLC, Term B Loan, 6.75%, 4/10/18			751		644,627
Axalta Coating Systems Dutch Holding B BV (Axalta Coating Systems U.S. Holdings, Inc.), Refinanced Euro Term Loan, 4.00%, 2/01/20	EUR		211		232,109

Floating Rate Loan Interests (b)		Par   (000)		Value
Chemicals (concluded)
Huntsman International LLC, 2014-1 Incremental Term Loan, 3.75%, 10/01/21	USD		1,980	$	1,973,822
Macdermid, Inc. (Platform Specialty Products Co.), Tranche B Term Loan (First Lien), 4.50%, 6/07/20			730		732,268
Oxea Finance & Cy SCA (Oxea Finance LLC):
Term Loan (Second Lien), 8.25%, 7/15/20			675		633,656
Tranche B-2 Term Loan (First Lien), 4.25%, 1/15/20			1,896		1,847,644
Royal Holdings, Inc.:
Initial Term Loan (First Lien), 4.50%, 6/20/22			725		727,269
Initial Term Loan (Second Lien), 8.50%, 6/19/23			605		604,498
					8,360,906
Commercial Services & Supplies — 0.2%
Alixpartners LLP, Term Loan B (1st Lien), 4.50%, 7/28/22			370		370,770
Alliance Laundry Systems LLC, Initial Term Loan (First Lien), 4.25%, 12/10/18			543		543,540
Allied Security Holdings LLC, Closing Date Term Loan (First Lien), 4.25%, 2/12/21			1,990		1,985,439
Brand Energy & Infrastructure Services, Inc. (FKA FR Brand Acquisition Corp.), Initial Term Loan, 4.75%, 11/26/20			2,126		2,033,465
Informatica Corp., USD Term Loan (First Lien), 3.50%, 6/03/22			2,120		2,119,357
Kronos, Inc.:
Initial Term Loan (Second Lien), 9.75%, 4/30/20			1,924		1,982,443
Term Loan (1st Lien), 4.50%, 10/30/19			735		734,772
On Assignment, Inc., Initial Term B Loan, 3.75%, 6/03/22			573		573,924
Spin Holdco, Inc., Initial Term Loan (First Lien), 4.25%, 11/14/19			3,582		3,578,271
SunGard Data Systems, Inc. (Solar Capital Corp.), Tranche E Term Loan, 4.00%, 3/08/20			710		710,428
Trans Union LLC, 2015 Term B-2 Loan, 3.75%, 4/09/21			4,171		4,143,824
West Corp., Term B-10 Loan, 3.25%, 6/30/18			885		881,998
					19,658,231
Communications Equipment — 0.0%
Intelsat Jackson Holdings SA, Tranche B-2 Term Loan, 3.75%, 6/30/19			1,479		1,461,140
Riverbed Technology, Inc., Term Loan, 6.00%, 4/25/22			623		630,295
					2,091,435
Consumer Discretionary — 0.0%
Advantage Sales & Marketing, Inc., Initial Term Loan (First Lien), 4.25%, 7/23/21			1,277		1,269,200
Containers & Packaging — 0.0%
Ardagh Holdings USA, Inc. (Ardagh Packaging Finance SA), New Term Loan, 4.00%, 12/17/19			489		488,813
Berry Plastics Corp., Term E Loan, 3.75%, 1/06/21			199		198,552
SIG Combibloc Holdings SCA (FKA Onex Wizard Acquisition Co. II SCA), Initial Dollar Term Loan, 4.25%, 3/11/22			933		934,351
					1,621,716

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 57

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Floating Rate Loan Interests (b)		Par   (000)		Value
Diversified Consumer Services — 0.0%
The Servicemaster Co. LLC, Initial Term Loan, 4.25%, 7/01/21	USD		3,970	$	3,974,407
Diversified Financial Services — 0.1%
Reynolds Group Holdings, Inc., Incremental U.S. Term Loan, 4.50%, 12/01/18			3,834		3,854,036
RPI Finance Trust, Term B-4 Term Loan, 3.50%, 11/09/20			858		858,908
					4,712,944
Diversified Telecommunication Services — 0.1%
Avaya, Inc., Term B-7 Loan, 6.25%, 5/29/20			3,684		3,498,712
Hawaiian Telcom Communications, Inc., Term Loan, 5.00%, 6/06/19			1,272		1,274,899
Level 3 Financing, Inc., Tranche B 2020 Term Loan, 4.00%, 1/15/20			6,000		6,013,140
					10,786,751
Food & Staples Retailing — 0.1%
B.C. Unlimited Liability Co. (New Red Finance, Inc.) (AKA Burger King/Tim Hortons), Term B-2 Loan, 3.75%, 12/10/21			5,089		5,099,996
BJ’s Wholesale Club, Inc., New 2013 (November) Replacement Loan (First Lien), 4.50%, 9/26/19			2,797		2,798,223
Dole Food Co., Inc., Tranche B Term Loan, 4.50% - 5.75%, 11/01/18			1,179		1,181,557
Pinnacle Foods Finance LLC, New Term Loan G, 3.00%, 4/29/20			1,513		1,508,906
Supervalu, Inc., New Term Loan, 4.50%, 3/21/19			1,001		1,004,335
Weight Watchers International, Inc., Initial Tranche B-2 Term Loan, 4.00%, 4/02/20			528		275,063
					11,868,080
Food Products — 0.0%
Hostess Brands LLC:
Term Loan (2nd Lien), 8.50%, 7/28/23			215		215,537
Term Loan B (1st Lien), 4.50%, 7/29/22			830		831,726
					1,047,263
Health Care Equipment & Supplies — 0.0%
Iasis Healthcare LLC, Term B-2 Loan, 4.50%, 5/03/18			2,960		2,965,394
Health Care Providers & Services — 0.1%
Alere, Inc. (FKA IM U.S. Holdings LLC), B Term Loan, 4.25%, 6/20/22			465		466,744
AmSurg Corp., Initial Term Loan, 3.75%, 7/16/21			1,980		1,982,097
CHS/Community Health Systems, Inc.:
Incremental 2019 Term G Loan, 3.75%, 12/31/19			2,242		2,243,961
Incremental 2021 Term H Loan, 4.00%, 1/27/21			4,125		4,140,171
DaVita HealthCare Partners, Inc. (FKA DaVita, Inc.), Tranche B Term Loan, 3.50%, 6/24/21			1,167		1,168,512
DJO Finance LLC, Initial Term Loan, 4.25%, 6/08/20			1,170		1,170,877
HCA, Inc., Tranche B-4 Term Loan, 3.03%, 5/01/18			285		285,085
Mallinckrodt International Finance SA, Initial Term B Loan, 3.25%, 3/19/21			820		817,805
Millennium Health LLC (FKA Millennium Laboratories LLC), Tranche B Term Loan, 5.25%, 4/16/21			1,106		444,432
Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l., Initial Term Loan, 4.75%, 6/30/21			1,176		1,166,954

Floating Rate Loan Interests (b)		Par   (000)		Value
Health Care Providers & Services (concluded)
Sterigenics-Nordion Holdings LLC, Initial Term Loan, 4.25%, 5/16/22	USD		485	$	485,000
Surgical Care Affiliates, Inc., Initial Term Loan, 4.25%, 3/17/22			374		374,063
					14,745,701
Hotels, Restaurants & Leisure — 0.5%
A-R HHC Orlando Convention Hotel LLC, Mezzanine Loan, 6.44%, 8/07/21			7,250		7,250,000
BRE/Lauderdale Grande LLC, Mezzanine Term Loan, 6.19%, 7/09/19			3,500		3,500,000
Bright Horizons Family Solutions LLC (FKA Bright Horizons Family Solutions, Inc.), Term B Loan, 3.75% - 5.00%, 1/30/20			2,898		2,899,430
Caesars Entertainment Resort Properties LLC, Term B Loan, 7.00%, 10/11/20			8,189		7,646,799
Hilton Worldwide Finance LLC, Initial Term Loan, 3.50%, 10/26/20			662		662,906
La Quinta Intermediate Holdings LLC, Initial Term Loan, 4.00%, 4/14/21			3,715		3,719,983
Las Vegas Sands LLC, Term B Loan, 3.25%, 12/19/20			1,655		1,650,896
MGM Resorts International (MGM Grand Detroit LLC), Term B Loan, 3.50%, 12/20/19			1,428		1,421,947
Sabre GLBL, Inc. (FKA Sabre, Inc.):
Incremental Term Loan, 4.00%, 2/19/19			437		438,852
Term B Loan, 4.00%, 2/19/19			619		620,672
Starwood Schulte, Mezzanine, 8.04%, 6/30/17			13,500		13,500,000
Station Casinos LLC, B Term Loan, 4.25%, 3/02/20			2,272		2,275,936
Thayer Los Cabos Arrendador S. DE R.L. De C.V. (Thayer Los Cabos Arrendattario, S. DE R.L. De C.V.), B Note, 8.19%, 9/09/15			5,375		5,375,000
Travelport Finance (Luxembourg) S.à r.l., Initial Term Loan, 5.75%, 9/02/21			2,189		2,193,860
					53,156,281
Household Products — 0.0%
Spectrum Brands, Inc., USD Term Loan, 3.75%, 6/23/22			1,666		1,670,464
Independent Power and Renewable Electricity Producers — 0.1%
Dynegy, Inc., Tranche B-2 Term Loan, 4.00%, 4/23/20			2,242		2,245,723
Energy Future Intermediate Holding Co. LLC (EFIH Finance, Inc.), Term Loan, 4.25%, 6/19/16			7,450		7,484,121
					9,729,844
Internet Software & Services — 0.1%
Amaya Holdings BV, Initial Term B Loan (Second Lien), 8.00%, 8/01/22			3,360		3,390,240
Go Daddy Operating Co. LLC, Initial Term Loan, 4.25%, 5/13/21			1,990		1,997,412
					5,387,652
Life Sciences Tools & Services — 0.0%
DPX Holdings BV (FKA JLL/Delta Dutch Newco BV), 2015 Incremental Dollar Term Loan, 4.25%, 3/11/21			1,418		1,412,278
Machinery — 0.1%
Accudyne Industries Borrower SCA/Accudyne Industries LLC (AKA Hamilton Sundstrand), Refinancing Term Loan, 4.00%, 12/13/19			2,879		2,751,605
Gates Global LLC, Initial Dollar Term Loan, 4.25%, 7/06/21			2,966		2,949,311

See Notes to Financial Statements.

58 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Floating Rate Loan Interests (b)		Par   (000)		Value
Machinery (concluded)
Rexnord LLC/RBS Global, Inc., Term B Loan, 4.00%, 8/21/20	USD		2,513	$	2,512,827
WESCO Distribution, Inc., Tranche B-1 Loan, 3.75%, 12/12/19			164		163,312
					8,377,055
Media — 0.2%
Cengage Learning Acquisitions, Inc. (FKA TL Acquisitions, Inc.), Term Loan, 7.00%, 3/31/20			3,692		3,701,441
Charter Communications Operating LLC (AKA CCO Safari LLC), Term Loan I (1st Lien), 3.50%, 1/30/23			2,470		2,475,409
Dallas Design District, Mezzanine, 6.89%, 11/25/16			4,000		4,000,000
Houghton Mifflin Harcourt Co., Term Loan, 4.00%, 5/28/21			1,240		1,237,026
Media General, Inc., Term B Loan, 4.00%, 7/31/20			1,291		1,297,184
Numericable U.S. LLC:
Dollar Denominated Tranche B-1 Loan, 4.50%, 5/21/20			2,241		2,243,948
Dollar Denominated Tranche B-2 Loan, 4.50%, 5/21/20			1,938		1,941,321
Tribune Media Co. (FKA Tribune Co.), Term B Loan, 3.75%, 12/28/20			2,323		2,326,022
TWCC Holding Corp., Term B-1 Loan, 5.75%, 2/11/20			998		986,278
Univision Communications, Inc., Replacement First-Lien Term Loan, 4.00%, 3/01/20			2,815		2,811,727
Virgin Media Investment Holdings Ltd., F Facility, 3.50%, 6/30/23			2,451		2,441,698
WideOpenWest Finance LLC, Replacement Term B Loan, 4.50%, 4/01/19			1,166		1,165,543
					26,627,597
Metals & Mining — 0.0%
Novelis, Inc., Initial Term Loan, 4.00%, 6/02/22			3,729		3,726,904
Oil, Gas & Consumable Fuels — 0.1%
EP Energy LLC (FKA Everest Acquisition LLC), Tranche B-3 Loan, 3.50%, 5/24/18			913		893,359
MEG Energy Corp., New Term Loan, 3.75%, 3/31/20			1,977		1,926,123
Veresen Midstream LP, Tranche B-1 Term Loan, 5.25%, 3/31/22			2,090		2,102,176
					4,921,658
Pharmaceuticals — 0.2%
Capsugel Holdings U.S., Inc., Initial Term Loan, 3.50%, 8/01/18			1,199		1,196,939
Catalent Pharma Solutions, Inc. (FKA Cardinal Health 409, Inc.), Dollar Term Loan, 4.25%, 5/20/21			2,928		2,938,538
Ceva Group PLC (FKA Louis No.1 PLC/TNT Logistics), Pre-Funded L/C Loan, 6.50%, 3/19/21			490		449,506
Ceva Intercompany BV, Dutch BV Term Loan, 6.50%, 3/19/21			511		468,099
Ceva Logistics Canada ULC (FKA TNT Canada ULC), Canadian Term Loan, 6.50%, 3/19/21			88		80,707
Ceva Logistics U.S. Holdings, Inc. (FKA Louis U.S. Holdco, Inc.), US Term Loan, 6.50%, 3/19/21			705		645,654
Concordia Healthcare Corp., Initial Term Loan, 4.75%, 4/21/22			480		481,800
Endo Luxembourg Finance Co. I S.à r.l.:
Bridge Loan, 2.75%, 6/24/16			1,550		1,550,000

Floating Rate Loan Interests (b)		Par   (000)		Value
Pharmaceuticals (concluded)
Term Loan B, 3.00%, 6/24/22	USD		2,105	$	2,113,188
Grifols Worldwide Operations Ltd., U.S. Tranche B Term Loan, 3.19%, 2/27/21			1,395		1,398,743
Horizon Pharma, Inc., 2015 Term Loan, 4.50%, 5/07/21			1,441		1,445,991
Par Pharmaceutical Cos., Inc. (Par Pharmaceutical, Inc.), Term B-2 Loan, 4.00%, 9/30/19			1,407		1,405,356
Pharmaceutical Product Development, Inc. (Jaguar Holdings LLC), 2013 Term Loan, 4.00%, 12/05/18			3,579		3,575,272
Valeant Pharmaceuticals International, Inc.:
Series C-2 Tranche B Term Loan, 3.50%, 12/11/19			646		646,592
Series F-1 Tranche B Term Loan, 4.00%, 4/01/22			5,819		5,836,477
					24,232,862
Professional Services — 0.0%
FCA U.S. LLC (FKA Chrysler Group LLC), Term Loan B, 3.50%, 5/24/17			3,992		3,989,295
Real Estate Investment Trusts (REITs) — 0.0%
Communications Sales & Leasing, Inc. (CSL Capital LLC), Term Loan, 5.00%, 10/24/22			870		842,543
Real Estate Management & Development — 0.1%
Realogy Group LLC (FKA Realogy Corp.), Extended Synthetic Commitment, 0.04% - 4.40%, 10/10/16			35		34,305
Thor 680 Madison Ave Mezz LLC, Loan, 5.51%, 8/09/16			15,000		15,000,000
					15,034,305
Road & Rail — 0.0%
The Hertz Corp., Tranche B-2 Term Loan, 3.50%, 3/11/18			3,980		3,972,998
Semiconductors & Semiconductor Equipment — 0.1%
Avago Technologies Cayman Ltd. (Avago Technologies Holdings Luxembourg S.à r.l.), Term Loan, 3.75%, 5/06/21			1,731		1,733,129
Blue Coat Holdings, Inc., Initial Term Loan, 4.50%, 5/20/22			1,860		1,860,781
Commscope, Inc., Tranche 5 Term Loan, 3.75%, 12/29/22			510		510,637
Epicor Software Corp. (FKA Eagle Parent, Inc.), Term Loan B (1st Lien), 4.75%, 6/01/22			1,465		1,462,070
Freescale Semiconductor, Inc.:
Tranche B-4 Term Loan, 4.25%, 2/28/20			1,559		1,561,631
Tranche B5 Term Loan, 5.00%, 1/15/21			995		998,817
SS&C European Holdings, S.a.r.l, Term B-2 Loan, 4.00%, 7/08/22			468		471,476
SS&C Technologies, Inc., Term B-1 Loan, 4.00%, 7/08/22			2,840		2,860,288
					11,458,829
Software — 0.1%
CCC Information Services, Inc. (FKA CCC Holdings, Inc.), Term Loan, 4.00%, 12/20/19			434		431,029
First Data Corp.:
2018 New Dollar Term Loan, 3.69%, 3/23/18			7,240		7,217,411
2018B Second New Term Loan, 3.69%, 9/24/18			570		568,267
Infor (U.S.), Inc. (FKA Lawson Software, Inc.), Tranche B-5 Term Loan, 3.75%, 6/03/20			1,264		1,254,185

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 59

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Floating Rate Loan Interests (b)		Par   (000)		Value
Software (concluded)
Interactive Data Corp., Term Loan, 4.75%, 5/02/21	USD		915	$	918,311
Mitchell International, Inc., Initial Term Loan, 4.50%, 10/13/20			350		349,894
					10,739,097
Specialty Retail — 0.1%
Academy Ltd., Initial Term Loan, 5.00%, 7/01/22			1,135		1,139,415
Bass Pro Group LLC, New Term Loan (2015), 4.00%, 6/05/20			1,045		1,046,968
Michaels Stores, Inc., Incremental 2014 Term Loan, 4.00%, 1/28/20			1,985		1,991,572
National Vision, Inc., Initial Term Loan (First Lien), 4.00%, 3/12/21			1,820		1,787,024
Party City Holdings, Inc., 2014 Replacement Term Loan, 4.00%, 7/27/19			1,401		1,400,028
PetSmart, Inc., Tranche B-1 Loan, 4.25%, 3/11/22			2,569		2,576,602
The Neiman Marcus Group, Inc., Other Term Loan, 4.25%, 10/25/20			1,960		1,950,932
					11,892,541
Textiles, Apparel & Luxury Goods — 0.0%
Leslie’s Poolmart, Inc., Additional Tranche B Term Loan, 4.25%, 10/16/19			766		765,489
Transportation Infrastructure — 0.0%
Air Medical Group Holdings, Inc., Initial Term Loan,, 4.50%, 4/28/22			1,330		1,319,360
Total Floating Rate Loan Interests — 2.5%					305,032,832
Foreign Government Obligations
Brazil — 0.2%
Brazilian Government International Bond, 4.88%, 1/22/21			17,913		18,486,216
British Virgin Islands — 0.0%
Minmetals Bounteous Finance BVI Ltd., 4.75%, 7/30/25			1,500		1,495,050
Canada — 0.0%
Government of Canada, 3.50%, 12/01/45	CAD		1,820		1,826,680
NOVA Chemicals Corp., 5.00%, 5/01/25 (a)	USD		382		378,180
					2,204,860
Cayman Islands — 0.0%
CCBL Cayman Corp. Ltd., 3.25%, 7/28/20			1,050		1,034,933
China — 0.0%
Bank of China Ltd., 5.00%, 11/13/24			1,500		1,543,249
CCCI Treasure Ltd., 3.50% (b)(i)			3,000		2,955,900
					4,499,149
Croatia — 0.2%
Croatia Government International Bond, 6.63%, 7/14/20			21,494		23,514,479
Germany — 0.0%
HSH Nordbank AG:
0.79%, 2/14/17 (b)	EUR		2,123		1,727,703
0.83%, 2/14/17 (b)			1,437		1,167,856
					2,895,559
Hungary — 0.2%
Hungary Government International Bond, 6.25%, 1/29/20	USD		20,895		23,561,536

Foreign Government Obligations		Par   (000)		Value
Iceland — 0.0%
Republic of Iceland, 4.88%, 6/16/16	USD		3,625	$	3,718,224
India — 0.0%
Bharat Petroleum Corp. Ltd., 4.63%, 10/25/22			280		288,652
NTPC Ltd., 5.63%, 7/14/21			1,410		1,549,184
					1,837,836
Indonesia — 0.2%
Indonesia Government International Bond, 5.88%, 3/13/20			12,732		14,164,350
Pelabuhan Indonesia II PT, 5.38%, 5/05/45			2,900		2,516,620
Republic of Indonesia:
2.88%, 7/08/21	EUR		405		450,911
3.38%, 7/30/25			296		322,221
					17,454,102
Mexico — 0.2%
Mexico Government International Bond, 3.63%, 3/15/22	USD		22,100		22,398,350
Mongolia — 0.0%
Mongolian People’s Republic, 7.50%, 6/30/18	CNH		10,000		1,543,213
Trade & Development Bank of Mongolia LLC, 9.38%, 5/19/20			3,190		3,272,940
					4,816,153
Panama — 0.0%
Panama Government International Bond, 5.20%, 1/30/20	USD		3,641		4,008,741
Portugal — 0.0%
Portugal Obrigacoes do Tesouro OT:
3.85%, 4/15/21	EUR		483		597,024
2.88%, 10/15/25			770		882,073
3.88%, 2/15/30			250		306,702
4.10%, 2/15/45			380		475,331
					2,261,130
Romania — 0.2%
Romanian Government International Bond, 6.75%, 2/07/22	USD		15,958		18,830,440
Russia — 0.0%
Russian Federation, 3.63%, 9/16/20	EUR		100		109,221
Slovenia — 0.3%
Republic of Slovenia:
4.75%, 5/10/18	USD		26,516		28,359,076
5.85%, 5/10/23			475		542,973
5.25%, 2/18/24			960		1,057,920
Slovenia Government Bonds:
2.13%, 7/28/25	EUR		301		331,267
5.13%, 3/30/26			40		56,208
					30,347,444
South Africa — 0.1%
Republic of South Africa, 6.50%, 2/28/41	ZAR		370		22,428
South Africa Government International Bond, 5.88%, 5/30/22	USD		10,490		11,633,095
					11,655,523
South Korea — 0.0%
The Korea Development Bank, 2.25%, 5/18/20			460		458,579
Spain — 0.0%
Kingdom of Spain Inflation Linked Bond, 1.80%, 11/30/24	EUR		80		96,706
Sri Lanka — 0.0%
Republic of Sri Lanka, 6.25%, 10/04/20	USD		5,100		5,253,000

See Notes to Financial Statements.

60 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Foreign Government Obligations		Par   (000)		Value
Turkey — 0.0%
Hazine Mustesarligi Varlik Kiralama A/S, 2.80%, 3/26/18	USD		910	$	906,706
United Kingdom — 0.1%
United Kingdom Gilt, 3.25%, 1/22/44	GBP		5,605		9,859,990
Uruguay — 0.1%
Uruguay Government International Bond, 8.00%, 11/18/22	USD		9,015		11,516,227
Total Foreign Government Obligations — 1.8%					223,220,154
Investment Companies		Shares
iShares iBoxx $ High Yield Corporate Bond ETF (e)(f)			5,882,712		517,502,175
iShares iBoxx $ Investment Grade Corporate Bond ETF (e)			399,514		46,483,454
iShares U.S. Preferred Stock ETF (e)(f)			1,739,167		68,731,880
SPDR Barclays High Yield Bond ETF (f)			7,798,857		296,122,600
Total Investment Companies — 7.7%					928,840,109
Non-Agency Mortgage-Backed Securities		Par   (000)
Collateralized Mortgage Obligations — 7.0%
Adjustable Rate Mortgage Trust:
Series 2005-9, Class 5A1, 0.46%, 11/25/35 (b)	USD		4,063		3,707,588
Series 2005-8, Class 7A2, 0.47%, 11/25/35 (b)			4,778		4,348,002
Series 2005-8, Class 2A1, 2.78%, 11/25/35 (b)			8,824		7,857,483
Ajax Mortgage Loan Trust, Series 2015-B, Class A, 3.88%, 7/25/60 (a)(c)			5,002		4,991,942
Alternative Loan Trust:
Series 2005-16, Class A1, 1.81%, 6/25/35 (b)			1,512		1,354,387
Series 2005-36, Class 2A1A, 0.50%, 8/25/35 (b)			4,407		3,481,246
Series 2005-56, Class 1A1, 0.92%, 11/25/35 (b)			7,539		6,514,525
Series 2005-56, Class 4A1, 0.50%, 11/25/35 (b)			10,558		8,810,152
Series 2005-63, Class 3A3, 5.19%, 11/25/35 (b)			6,687		5,447,181
Series 2005-61, Class 1A1, 0.45%, 12/25/35 (b)			668		592,863
Series 2005-61, Class 2A1, 0.47%, 12/25/35 (b)			6,314		5,500,973
Series 2005-63, Class 5A1, 2.52%, 12/25/35 (b)			1,037		873,745
Series 2005-64CB, Class 1A1, 5.50%, 12/25/35			215		203,949
Series 2005-72, Class A1, 0.46%, 1/25/36 (b)			6,079		5,411,576
Series 2005-72, Class A3, 0.49%, 1/25/36 (b)			6,443		5,220,782
Series 2006-2CB, Class A6, 5.50%, 3/25/36			1,942		1,636,463
Series 2006-2CB, Class A8, 6.00%, 3/25/36			2,064		1,815,827
Series 2006-7CB, Class 1A6, 6.00%, 5/25/36			1,958		1,692,879
Series 2006-9T1, Class A7, 6.00%, 5/25/36			981		885,122

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations (continued)
Series 2006-11CB, Class 1A5, 6.00%, 5/25/36	USD		1,827	$	1,596,718
Series 2006-15CB, Class A1, 6.50%, 6/25/36			2,214		1,797,520
Series 2006-20CB, Class A9, 6.00%, 7/25/36			1,111		933,824
Series 2006-25CB, Class A2, 6.00%, 10/25/36			1,244		1,117,214
Series 2006-OA3, Class 2A1, 0.40%, 5/25/36 (b)			23,656		19,044,287
Series 2006-J7, Class 2A1, 2.18%, 11/20/36 (b)			11,172		8,082,233
Series 2006-45T1, Class 1A10, 6.00%, 2/25/37			5,489		4,403,059
Series 2006-45T1, Class 2A2, 6.00%, 2/25/37			4,438		3,715,330
Series 2006-J8, Class A5, 6.00%, 2/25/37			2,717		2,111,544
Series 2007-J1, Class 2A5, 6.00%, 3/25/37			2,847		2,009,109
Series 2007-9T1, Class 1A1, 6.00%, 5/25/37			1,093		874,429
Series 2007-9T1, Class 2A1, 6.00%, 5/25/37			6,327		5,160,219
Series 2007-9T1, Class 2A2, 6.00%, 5/25/37			1,086		885,766
Series 2007-12T1, Class A22, 5.75%, 6/25/37			4,025		3,326,964
Series 2007-12T1, Class A5, 6.00%, 6/25/37			893		751,168
Series 2007-AL1, Class A1, 0.44%, 6/25/37 (b)			14,402		10,381,325
Series 2007-OA6, Class A1A, 0.33%, 6/25/37 (b)			5,939		5,036,303
Series 2007-18CB, Class 2A25, 6.00%, 8/25/37			758		679,821
Series 2007-19, Class 1A4, 6.00%, 8/25/37			2,688		2,241,247
Series 2007-19, Class 1A8, 6.00%, 8/25/37			1,308		1,090,456
Series 2007-25, Class 1A3, 6.50%, 11/25/37			6,605		5,677,419
Series 2006-OA2, Class A1, 0.40%, 5/20/46 (b)			3,745		2,767,511
Series 2006-OA6, Class 1A2, 0.40%, 7/25/46 (b)			19,871		17,215,002
Series 2006-OA8, Class 1A1, 0.38%, 7/25/46 (b)			28,078		23,042,206
Series 2006-OA16, Class A2, 0.38%, 10/25/46 (b)			1,107		966,650
Series 2006-OA14, Class 1A1, 1.90%, 11/25/46 (b)			15,374		12,965,092
Series 2006-OA14, Class 2A1, 0.38%, 11/25/46 (b)			15,880		13,196,003
Series 2006-OA14, Class 3A1, 1.02%, 11/25/46 (b)			22,756		18,072,557
Series 2006-OA22, Class A1, 0.35%, 2/25/47 (b)			20,578		17,560,483
Series 2007-6, Class A4, 5.75%, 4/25/47			3,459		3,030,607
Series 2007-OA3, Class 1A1, 0.33%, 4/25/47 (b)			24,966		20,854,294
Series 2007-OA4, Class A1, 0.36%, 5/25/47 (b)			11,565		9,918,547
Series 2007-OA7, Class A1B, 0.33%, 5/25/47 (b)			1,993		1,674,052
Series 2007-OA8, Class 2A1, 0.37%, 6/25/47 (b)			25,276		19,786,730

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 61

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations (continued)
Series 2007-15CB, Class A7, 6.00%, 9/25/47	USD		701	$	654,878
Series 2007-OH3, Class A1A, 0.48%, 9/25/47 (b)			9,742		8,322,196
Series 2007-OA11, Class A1A, 1.55%, 11/25/47 (b)			6,270		4,714,256
Alternative Loan Trust Resecuritization, Series 2006-22R, Class 1A6, 6.00%, 5/25/36			2,854		2,488,263
American Home Mortgage Assets Trust:
Series 2007-3, Class 22A1, 6.25%, 6/25/37 (c)			2,294		1,565,359
Series 2007-2, Class A1, 0.32%, 3/25/47 (b)			5,947		4,707,045
American Home Mortgage Investment Trust, Series 2005-4, Class 1A1, 0.77%, 11/25/45 (b)			6,016		5,162,774
Banc of America Funding Corp., Series 2006-D, Class 6A1, 4.71%, 5/20/36 (b)			968		779,001
Banc of America Funding Trust:
Series 2006-7, Class T2A3, 5.69%, 10/25/36 (b)			1,620		1,373,572
Series 2007-A, Class 2A1, 0.35%, 2/20/47 (b)			1,879		1,618,178
Series 2007-D, Class 1A1, 0.40%, 6/20/47 (b)			4,480		3,654,127
Banc of America Mortgage Trust, Series 2004-L, Class 4A1, 2.76%, 1/25/35 (b)			35		34,153
Bear Stearns ALT-A Trust, Series 2006-2, Class 11A1, 0.63%, 4/25/36 (b)			17,383		13,077,185
Bear Stearns ARM Trust, Series 2006-1, Class A1, 2.36%, 2/25/36 (b)			4,850		4,811,812
Bear Stearns Asset Backed Securities I Trust:
Series 2005-AC9, Class A5, 5.75%, 12/25/35 (c)			1,938		1,718,066
Series 2006-AC1, Class 1A2, 5.75%, 2/25/36 (c)			1,889		1,559,784
CitiMortgage Alternative Loan Trust, Series 2007-A1, Class 1A5, 6.00%, 1/25/37			241		205,282
Countrywide Home Loan Mortgage Pass-Through Trust:
Series 2007-J2, Class 2A6, 6.00%, 7/25/37			1,540		1,281,318
Series 2007-J2, Class 2A8, 6.00%, 7/25/37			2,352		1,956,587
Series 2007-21, Class 1A1, 6.25%, 2/25/38			484		435,051
Series 2006-OA4, Class A1, 1.13%, 4/25/46 (b)			4,539		2,556,436
Series 2006-OA5, Class 2A1, 0.39%, 4/25/46 (b)			27,173		21,925,584
Credit Suisse Mortgage Capital Certificates, Series 2015-5R, Class 3A1, 4.75%, 1/27/37 (a)			2,995		2,994,635
Credit Suisse Mortgage Trust:
Series 2006-8, Class 1A1, 4.50%, 10/25/21			554		525,054
Series 2008-2R, Class 1A1, 6.00%, 7/25/37 (a)			2,176		1,910,219
Series 2013-7R, Class 6A1, 3.75%, 6/26/47 (a)(b)			5,834		5,875,932
Series 2014-11R, Class 16A1, 3.17%, 9/27/47 (a)(b)			10,855		10,455,290
Series 2015-RPL3, Class A1, 3.75%, 12/25/56 (a)(c)			19,817		19,797,244

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations (continued)
Deutsche Alt-A Securities Mortgage Loan Trust:
Series 2006-OA1, Class A1, 0.39%, 2/25/47 (b)	USD		2,513	$	2,021,016
Series 2007-OA4, Class 1A1A, 0.38%, 8/25/47 (b)			4,709		3,912,073
Deutsche Mortgage Securities, Inc. Re-REMIC Trust Certificates, Series 2007-WM1, Class A1, 4.29%, 6/27/37 (a)(b)			13,333		13,319,221
Fannie Mae Connecticut Avenue Securities:
Series 2013-C01, Class M2, 5.44%, 10/25/23 (b)			9,940		10,684,605
Series 2014-C01, Class M2, 4.59%, 1/25/24 (b)			23,930		24,379,573
Series 2014-C02, Class 1M2, 2.79%, 5/25/24 (b)			13,920		12,394,772
First Horizon Alternative Mortgage Securities Trust, Series 2006-AA8, Class 1A1, 1.88%, 2/25/37 (b)			3,872		2,733,306
Freddie Mac Structured Agency Credit Risk Debt Notes:
Series 2015-DN1, Class M3, 4.34%, 1/25/25 (b)			24,700		24,961,622
Series 2015-DNA1, Class M3, 3.49%, 10/25/27 (b)			9,278		8,989,214
Series 2015-DNA2, Class M3, 4.09%, 12/25/27 (b)			20,000		19,868,920
GMAC Mortgage Corp Loan Trust, Series 2005-AR2, Class 4A, 3.17%, 5/25/35 (b)			147		140,724
Granite Master Issuer PLC:
Series 2007-2, Class 4A1, 0.28%, 12/17/54 (b)			651		648,367
Series 2005-2, Class A6, 0.45%, 12/20/54 (b)			1,121		1,117,774
Series 2006-2, Class A4, 0.27%, 12/20/54 (b)			3,691		3,680,561
Series 2007-1, Class 2A1, 0.33%, 12/20/54 (b)			552		550,351
GreenPoint Mortgage Funding Trust:
Series 2006-AR1, Class GA1B, 0.36%, 2/25/36 (b)			10,181		8,198,694
Series 2007-AR3, Class A1, 0.41%, 6/25/37 (b)			9,833		8,228,117
GSR Mortgage Loan Trust:
Series 2005-AR3, Class 5A1, 2.71%, 5/25/35 (b)			3,594		3,461,167
Series 2006-4F, Class 1A1, 5.00%, 5/25/36			98		94,521
HomeBanc Mortgage Trust:
Series 2005-5, Class A1, 0.45%, 1/25/36 (b)			3,021		2,606,083
Series 2006-2, Class A1, 0.37%, 12/25/36 (b)			6,382		5,522,944
IndyMac IMSC Mortgage Loan Trust:
Series 2007-F2, Class 1A4, 6.00%, 7/25/37			1,637		1,466,565
Series 2007-F2, Class 2A1, 6.50%, 7/25/37			2,667		1,741,349
IndyMac INDA Mortgage Loan Trust,
Series 2007-AR7, Class 1A1, 2.73%, 11/25/37 (b)			4,210		3,935,552
IndyMac INDX Mortgage Loan Trust:
Series 2005-AR1, Class 3A1, 2.50%, 3/25/35 (b)			2,824		2,831,573

See Notes to Financial Statements.

62 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations (continued)
Series 2007-FLX3, Class A1, 0.43%, 6/25/37 (b)	USD		4,080	$	3,507,168
Series 2007-AR15, Class 1A1, 2.83%, 8/25/37 (b)			281		217,268
Series 2007-AR15, Class 2A1, 4.26%, 8/25/37 (b)			1,270		1,012,941
Lehman XS Trust:
Series 2007-20N, Class A1, 1.34%, 12/25/37 (b)			23,972		17,651,489
Series 2006-12N, Class A31A, 0.39%, 8/25/46 (b)			8,817		6,710,686
LSTAR Securities Investment Trust:
Series 2015-2, Class A, 2.18%, 1/01/20 (a)(b)			3,396		3,357,615
Series 2015-3, Class A, 2.19%, 3/01/20 (a)(b)			4,861		4,799,805
Series 2015-6, Class A, 2.19%, 5/01/20 (a)(b)			9,756		9,661,661
Series 2014-1, Class NOTE, 3.28%, 9/01/21 (a)(b)			24,884		24,914,845
Series 2014-2, Class A, 2.18%, 12/01/21 (a)(b)			14,529		14,362,449
Merrill Lynch Alternative Note Asset Trust, Series 2007-AF1, Class AV1, 2.84%, 6/25/37 (b)			2,480		1,654,645
Merrill Lynch Mortgage Investors Trust:
Series 2005-A9, Class 2A1E, 2.53%, 12/25/35 (b)			2,778		2,609,056
Series 2006-1, Class 2A1, 2.12%, 2/25/36 (b)			1,310		1,292,350
Morgan Stanley Re-REMIC Trust, Series 2010-R6, Class 4B, 0.38%, 2/26/37 (a)(b)			11,889		8,496,127
Prime Mortgage Trust:
Series 2006-DR1, Class 1A2, 6.00%, 5/25/35 (a)			296		300,322
Series 2006-DR1, Class 2A1, 5.50%, 5/25/35 (a)			846		825,419
Progress Trust, Series 2007-1GA, Class 1A, 0.42%, 8/19/38 (a)(b)			428		426,528
Residential Accredit Loans, Inc., Series 2007-QS4, Class 3A2, 6.00%, 3/25/37			500		418,326
Residential Asset Securitization Trust, Series 2006-A15, Class A12, 6.25%, 1/25/37			537		384,534
Residential Funding Mortgage Securities Trust, Series 2007-S7, Class A20, 6.00%, 7/25/37			161		145,310
Structured Adjustable Rate Mortgage Loan Trust, Series 2007-3, Class 3A1, 2.74%, 4/25/47 (b)			808		634,409
Structured Asset Mortgage Investments II Trust:
Series 2005-AR3, Class 1A1, 0.46%, 8/25/35 (b)			3,724		3,221,270
Series 2005-AR8, Class A1A, 0.47%, 2/25/36 (b)			7,818		6,320,056
Series 2006-AR2, Class A1, 0.42%, 2/25/36 (b)			2,587		2,048,318
Series 2006-AR3, Class 11A1, 0.40%, 4/25/36 (b)			5,849		4,196,434
Series 2006-AR4, Class 3A1, 0.38%, 6/25/36 (b)			10,677		8,454,565
Series 2006-AR8, Class A1A, 0.39%, 10/25/36 (b)			12,821		10,247,227
Series 2006-AR6, Class 1A3, 0.38%, 7/25/46 (b)			8,751		5,976,645

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Collateralized Mortgage Obligations (concluded)
Series 2006-AR6, Class 2A1, 0.38%, 7/25/46 (b)	USD		28,303	$	22,308,768
Series 2007-AR4, Class GA4B, 0.37%, 9/25/47 (b)			6,419		5,496,872
WaMu Mortgage Pass-Through Certificates Trust:
Series 2005-AR15, Class A1A1, 0.45%, 11/25/45 (b)			4,337		4,058,084
Series 2006-AR19, Class 2A, 1.93%, 1/25/47 (b)			19,087		17,171,778
Series 2007-OA4, Class 1A, 0.94%, 5/25/47 (b)			4,412		3,774,032
Series 2007-OA5, Class 1A, 0.92%, 6/25/47 (b)			14,850		12,581,703
Series 2007-OA6, Class 1A, 0.98%, 7/25/47 (b)			7,679		6,532,067
Washington Mutual Mortgage Pass-Through Certificates:
Series 2006-8, Class A5, 4.77%, 10/25/36 (c)			1,841		1,288,539
Series 2006-AR5, Class 1A, 1.15%, 6/25/46 (b)			12,872		8,366,095
Series 2007-OA1, Class 2A, 0.89%, 12/25/46 (b)			11,711		7,860,491
Series 2007-OA5, Class A1A, 1.01%, 5/25/47 (b)			6,903		5,472,607
					844,718,823
Commercial Mortgage-Backed Securities — 3.7%
Aventura Mall Trust, Series 2013-AVM, Class E, 3.74%, 12/05/32 (a)(b)			4,703		4,577,155
BAMLL Commercial Mortgage Securities Trust, Series 2013-DSMZ, Class M, 5.88%, 9/15/18 (a)(b)			10,000		9,999,900
Banc of America Commercial Mortgage Trust:
Series 2006-6, Class AJ, 5.42%, 10/10/45			6,256		6,400,706
Series 2006-5, Class AM, 5.45%, 9/10/47			3,321		3,438,729
Series 2007-3, Class AJ, 5.57%, 6/10/49 (b)			6,208		6,444,732
Series 2008-1, Class A1A, 6.17%, 2/10/51 (b)			1,370		1,489,349
Banc of America Merrill Lynch Commercial Mortgage, Inc.:
Series 2004-4, Class F, 5.34%, 7/10/42 (a)(b)			3,000		3,072,468
Series 2005-3, Class AM, 4.73%, 7/10/43			192		192,345
Series 2005-6, Class B, 5.16%, 9/10/47 (b)			1,685		1,700,157
Bear Stearns Commercial Mortgage Securities Trust:
Series 2007-PW16, Class AM, 5.71%, 6/11/40 (b)			2,035		2,151,805
Series 2007-PW15, Class A1A, 5.32%, 2/11/44			1,958		2,049,310
Series 2007-PW17, Class A1A, 5.65%, 6/11/50 (b)			2,135		2,284,081
BXHTL Mortgage Trust:
Series 2015-JWRZ, Class DR3, 4.08%, 5/15/29 (a)(b)			8,700		8,439,000
Series 2015-JWRZ, Class GL3, 3.76%, 5/15/29 (a)(b)			13,200		12,559,585
Carefree Portfolio Trust:
Series 2014-CARE, Class D, 3.44%, 11/15/19 (a)(b)			4,850		4,870,942

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 63

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Commercial Mortgage-Backed Securities (continued)
Series 2014-CMZA, Class MZA, 6.16%, 11/15/19 (a)(b)	USD		2,000	$	2,001,900
CDGJ Commercial Mortgage Trust:
Series 2014-BXCH, Class A, 1.59%, 12/15/27 (a)(b)			2,980		2,971,590
Series 2014-BXCH, Class EPA, 4.44%, 12/15/27 (a)(b)			9,850		9,875,334
CHL Mortgage Pass-Through Trust:
Series 2005-11, Class 4A1, 0.46%, 4/25/35 (b)			5,404		4,683,133
Series 2005-9, Class 1A1, 0.49%, 5/25/35 (b)			8,465		7,239,882
Citigroup Commercial Mortgage Trust, Series 2014-388G, Class E, 2.54%, 6/15/33 (a)(b)			5,000		4,956,790
Citigroup/Deutsche Bank Commercial Mortgage Trust:
Series 2007-CD5, Class AJ, 6.12%, 11/15/44 (b)			3,000		3,220,878
Series 2007-CD5, Class AMA, 6.12%, 11/15/44 (b)			2,200		2,383,385
Commercial Mortgage Trust:
Series 2014-PAT, Class E, 3.34%, 8/13/27 (a)(b)			1,000		993,426
Series 2014-PAT, Class F, 2.63%, 8/13/27 (a)(b)			2,000		1,906,292
Series 2014-PAT, Class G, 1.78%, 8/13/27 (a)(b)			2,000		1,713,060
Series 2013-FL3, Class A, 1.71%, 10/13/28 (a)(b)			791		790,418
Series 2013-FL3, Class MMHP, 3.79%, 10/13/28 (a)(b)			1,000		1,006,657
Series 2013-300P, Class D, 4.39%, 8/10/30 (a)(b)			3,000		3,096,114
Series 2014-FL5, Class HFL1, 3.44%, 7/15/31 (a)(b)			3,261		3,138,713
Series 2014-FL5, Class A, 1.56%, 10/15/31 (a)(b)			1,530		1,533,577
Series 2014-FL5, Class D, 4.19%, 10/15/31 (a)(b)			4,850		4,495,363
Series 2014-TWC, Class E, 3.44%, 2/13/32 (a)(b)			4,000		3,965,772
Series 2014-TWC, Class F, 4.44%, 2/13/32 (a)(b)			2,000		2,000,000
Series 2013-SFS, Class A1, 1.87%, 4/12/35 (a)			790		775,376
Series 2007-GG9, Class A1A, 5.43%, 3/10/39			4,152		4,354,842
Series 2007-GG9, Class A4, 5.44%, 3/10/39			1,982		2,079,958
Series 2013-CR6, Class A2, 2.12%, 3/10/46			5,000		5,065,860
Series 2013-CR12, Class A2, 2.90%, 10/10/46			4,000		4,120,220
Series 2014-UBS2, Class A2, 2.82%, 3/10/47			4,355		4,473,077
Series 2014-LC15, Class A2, 2.84%, 4/10/47			2,400		2,468,983
Series 2014-CR21, Class A2, 3.10%, 12/10/47			3,280		3,399,953
Series 2015-LC19, Class D, 2.87%, 2/10/48 (a)			1,932		1,540,136
Series 2015-CR23, Class A2, 2.85%, 5/10/48			1,615		1,655,952
Series 2015-CR23, Class CME, 3.68%, 5/10/48 (a)(b)			2,180		1,995,297
Series 2007-C9, Class AJFL, 0.88%, 12/10/49 (a)(b)			5,176		5,025,537

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Commercial Mortgage-Backed Securities (continued)
Series 2007-GG11, Class AJ, 6.05%, 12/10/49 (b)	USD		3,000	$	3,117,270
Core Industrial Trust:
Series 2015-CALW, Class G, 3.85%, 2/10/34 (a)(b)			2,820		2,624,574
Series 2015-TEXW, Class E, 3.85%, 2/10/34 (a)(b)			2,320		2,173,311
Credit Suisse Commercial Mortgage Trust:
Series 2006-C4, Class AM, 5.51%, 9/15/39			4,500		4,675,005
Series 2007-C2, Class AM, 5.60%, 1/15/49 (b)			3,686		3,856,986
Credit Suisse Mortgage Trust:
Series 2014-TIKI, Class D, 2.44%, 9/15/38 (a)(b)			4,000		3,970,160
Series 2014-TIKI, Class E, 3.34%, 9/15/38 (a)(b)			1,955		1,939,198
Series 2014-TIKI, Class F, 4.01%, 9/15/38 (a)(b)			2,225		2,205,614
CSAIL Commercial Mortgage Trust, Series 2015-C1, Class D, 3.80%, 4/15/50 (a)(b)			3,750		3,270,574
Del Coronado Trust, Series 2013-HDC, Class A, 0.99%, 3/15/26 (a)(b)			645		644,596
GAHR Commercial Mortgage Trust:
Series 2015-NRF, Class EFX, 3.38%, 12/15/19 (a)(b)			2,180		2,051,044
Series 2015-NRF, Class FFX, 3.38%, 12/15/19 (a)(b)			1,500		1,386,353
Series 2015-NRF, Class GFX, 3.38%, 12/15/19 (a)(b)			10,350		9,305,416
GE Capital Commercial Mortgage Corp. Trust, Series 2007-C1, Class A1A, 5.48%, 12/10/49 (b)			1,906		2,007,385
GMAC Commercial Mortgage Securities, Inc. Trust, Series 2006-C1, Class A1A, 5.23%, 11/10/45 (b)			3,270		3,287,489
Grace Mortgage Trust, Series 2014-GRCE, Class F, 3.59%, 6/10/28 (a)(b)			8,850		8,477,742
GS Mortgage Securities Corp. II:
Series 2013-KING, Class C, 3.44%, 12/10/27 (a)(b)			5,000		5,083,095
Series 2012-GCJ9, Class D, 4.85%, 11/10/45 (a)(b)			3,768		3,726,171
Series 2015-GC30, Class A2, 2.73%, 5/10/50			2,000		2,037,396
GS Mortgage Securities Corp. Trust:
Series 2013-NYC5, Class F, 3.65%, 1/10/30 (a)(b)			6,500		6,530,121
Series 2013-NYC5, Class G, 3.65%, 1/10/30 (a)(b)			1,840		1,816,932
Hilton USA Trust:
Series 2013-HLT, Class DFX, 4.41%, 11/05/30 (a)			4,000		4,035,216
Series 2013-HLT, Class EFX, 4.45%, 11/05/30 (a)(b)			16,710		16,913,010
Impac CMB Trust, Series 2005-6, Class 1A1, 0.69%, 10/25/35 (b)			4,856		4,006,045
IndyMac INDX Mortgage Loan Trust:
Series 2005-AR14, Class 2A1A, 0.49%, 7/25/35 (b)			6,534		5,619,158
Series 2006-FLX1, Class A1, 0.40%, 11/25/36 (b)			9,342		7,930,504
JPMBB Commercial Mortgage Securities Trust, Series 2015-C27, Class A2, 2.73%, 2/15/48			1,500		1,528,575

See Notes to Financial Statements.

64 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Commercial Mortgage-Backed Securities (continued)
JPMorgan Chase Commercial Mortgage Securities Trust:
Series 2014-CBMZ, Class M, 6.41%, 10/15/19 (a)(b)	USD		2,000	$	2,006,400
Series 2014-DSTY, Class D, 3.80%, 6/10/27 (a)(b)			5,200		5,069,496
Series 2014-FBLU, Class E, 3.69%, 12/15/28 (a)(b)			4,000		3,998,116
Series 2014-FL6, Class A, 1.59%, 11/15/31 (a)(b)			1,590		1,589,413
Series 2015-CSMO, Class E, 4.14%, 1/15/32 (a)(b)			2,880		2,888,675
Series 2006-LDP8, Class AJ, 5.48%, 5/15/45 (b)			2,000		2,060,894
Series 2006-LDP8, Class D, 5.62%, 5/15/45 (b)			1,000		1,001,066
Series 2006-LDP9, Class A3, 5.34%, 5/15/47			2,754		2,864,606
Series 2007-LDPX, Class A1A, 5.44%, 1/15/49			3,526		3,713,730
Series 2007-LDPX, Class A3, 5.42%, 1/15/49			2,839		2,971,233
Series 2007-LDPX, Class AM, 5.46%, 1/15/49 (b)			5,035		5,208,078
Series 2007-CB20, Class AJ, 6.08%, 2/12/51 (b)			7,105		7,418,778
LB Commercial Mortgage Trust, Series 2007-C3, Class A1A, 5.85%, 7/15/44 (b)			2,519		2,707,787
LB-UBS Commercial Mortgage Trust:
Series 2006-C4, Class A4, 5.83%, 6/15/38 (b)			3,557		3,643,683
Series 2007-C1, Class A4, 5.42%, 2/15/40			3,565		3,728,239
Series 2007-C1, Class AJ, 5.48%, 2/15/40			8,515		8,805,440
Series 2007-C2, Class A3, 5.43%, 2/15/40			3,665		3,842,212
Series 2007-C2, Class AM, 5.49%, 2/15/40 (b)			3,525		3,704,084
Series 2007-C6, Class AJ, 6.12%, 7/15/40 (b)			5,250		5,425,240
Series 2007-C6, Class AM, 6.11%, 7/15/40 (b)			720		768,873
Series 2007-C7, Class AJ, 6.25%, 9/15/45 (b)			5,344		5,632,790
LCCM Mortgage Trust, Series 2014-909, Class E, 3.90%, 5/15/31 (a)(b)			2,500		2,424,270
Madison Avenue Trust, Series 2013-650M, Class E, 4.03%, 10/12/32 (a)(b)			7,000		6,904,457
Merrill Lynch Mortgage Trust, Series 2007-C1, Class A1A, 5.83%, 6/12/50 (b)			1,012		1,054,021
ML-CFC Commercial Mortgage Trust, Series 2006-3, Class AJ, 5.49%, 7/12/46 (b)			4,471		4,526,025
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2014-C19, Class A2, 3.10%, 12/15/47			5,000		5,185,545
Series 2015-C23, Class A2, 2.98%, 7/15/50			4,500		4,632,039
Morgan Stanley Capital I Trust:
Series 2006-HQ10, Class AJ, 5.39%, 11/12/41 (b)			1,373		1,405,012
Series 2006-IQ12, Class A1A, 5.32%, 12/15/43			2,627		2,730,838
Series 2006-IQ12, Class A4, 5.33%, 12/15/43			1,276		1,319,101

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Commercial Mortgage-Backed Securities (concluded)
Series 2006-HQ9, Class B, 5.83%, 7/12/44 (b)	USD		3,000	$	3,071,235
Series 2015-MS1, Class D, 4.16%, 5/15/48 (a)(b)			6,375		5,351,047
Series 2007-IQ15, Class A4, 5.91%, 6/11/49 (b)			3,234		3,441,481
Morgan Stanley Re-REMIC Trust, Series 2010-GG10, Class A4A, 5.79%, 8/15/45 (a)(b)			1,486		1,572,178
MSBAM Commercial Mortgage Securities Trust, Series 2012-CKSV, Class D, 4.29%, 10/15/30 (a)(b)			1,000		965,346
New York Mortgage Securitization Trust, Series 2013-1, Class A, 5.44%, 8/27/24 (a)(b)			4,000		4,020,000
Structured Asset Mortgage Investments II Trust, Series 2007-AR1, Class 2A1, 0.37%, 1/25/37 (b)			9,859		8,080,913
Velocity Commercial Capital Loan Trust, Series 2014-1, Class A, 2.19%, 9/25/44 (a)(b)			4,644		4,621,013
VNDO Mortgage Trust:
Series 2013-PENN, Class D, 3.95%, 12/13/29 (a)(b)			3,000		3,047,859
Series 2012-6AVE, Class E, 3.34%, 11/15/30 (a)(b)			3,000		2,883,924
Wachovia Bank Commercial Mortgage Trust:
Series 2005-C22, Class AM, 5.33%, 12/15/44 (b)			1,360		1,365,033
Series 2007-C32, Class A1A, 5.71%, 6/15/49 (b)			1,951		2,055,899
Series 2007-C33, Class AJ, 5.95%, 2/15/51 (b)			11,720		12,117,742
Series 2007-C33, Class AM, 5.95%, 2/15/51 (b)			2,565		2,748,995
WFRBS Commercial Mortgage Trust, Series 2013-C12, Class A2, 2.07%, 3/15/48			2,985		3,028,459
					450,417,944
Interest Only Commercial Mortgage-Backed Securities — 0.3%
CGWF Commercial Mortgage Trust, Series 2013-RKWH, Class XCP, 1.66%, 11/15/30 (a)(b)			128,052		600,564
Citigroup Commercial Mortgage Trust, Series 2014-GC19, Class XA, 1.32%, 3/10/47 (b)			33,502		2,550,479
Commercial Mortgage Pass Through Certificates, Series 2014-CR14, Class XA, 0.88%, 2/10/47 (b)			35,448		1,575,927
Commercial Mortgage Trust:
Series 2014-TWC, Class XCP, 1.43%, 2/13/32 (a)(b)			52,000		1,148,108
Series 2013-CR7, Class XA, 1.52%, 3/10/46 (b)			7,728		574,009
Series 2014-CR15, Class XA, 1.34%, 2/10/47 (b)			63,048		4,027,526
GP Portfolio Trust, Series 2014-GPP, Class XCP, 1.11%, 8/15/15 (a)(b)			368,148		114,126
GS Mortgage Securities Corp. II, Series 2013-KING, Class XA, 0.84%, 12/10/27 (a)(b)			41,196		1,146,897
JPMorgan Chase Commercial Mortgage Securities Corp., Series 2014-FBLU, Class XCP, 0.31%, 12/15/28 (a)(b)			340,000		384,200

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 65

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Non-Agency Mortgage-Backed Securities		Par   (000)		Value
Interest Only Commercial Mortgage-Backed Securities (concluded)
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2013-C13, Class XA, 1.21%, 11/15/46 (b)	USD		19,627	$	1,342,332
Series 2014-C15, Class XB, 0.33%, 4/15/47 (a)(b)			80,982		2,349,855
VNDO Mortgage Trust, Series 2013-PENN, Class XA, 0.14%, 12/13/29 (a)(b)			121,745		1,129,794
Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class X1, 0.37%, 1/15/16 (a)(b)			272,600		395,270
WFRBS Commercial Mortgage Trust: Series 2013-C14, Class XA, 0.90%, 5/15/23 (b)			41,805		2,053,521
Series 2013-C15, Class XA, 0.61%, 8/15/23 (b)			23,438		752,553
Series 2013-C17, Class XA, 1.57%, 11/15/23 (b)			51,353		3,907,787
Series 2013-UBS1, Class XA, 1.12%, 11/15/23 (b)			88,279		4,656,181
Series 2014-C20, Class XB, 0.57%, 2/15/24 (b)			57,079		2,741,947
Series 2014-LC14, Class XA, 1.45%, 3/15/47 (b)			80,816		6,352,934
					37,804,010
Total Non-Agency Mortgage-Backed Securities — 11.0%					1,332,940,777
Other Interests (l)
Chemicals — 0.0%
Gcb Mpm Escrow LLC (Escrow), 0.00%, 10/15/20			450		0
Total Other Interests — 0.0%					0
Participation Notes (d)
Banks — 0.0%
UBS AG (Kasikornbank Pcl - NVDR), due 3/07/18			447,733		2,190,898
Total Participation Notes — 0.0%					2,190,898
Preferred Securities
Capital Trusts
Banks — 1.9%
Banco Bilbao Vizcaya Argentaria SA, 7.00% (b)(i)	EUR		2,400		2,688,515
Banco Santander SA, 6.25% (b)(i)			5,500		6,055,485
Bank of America Corp.:
6.10% (b)(i)	USD		23,041		22,937,315
6.25% (b)(i)			20,694		20,713,245
6.50% (b)(i)			4,235		4,372,637
8.00% (b)(i)			7,675		8,120,150
8.13% (b)(i)			3,175		3,393,281
Bank of Ireland, 7.38% (b)(i)	EUR		3,840		4,352,652
Barclays Bank PLC, 8.00% (b)(i)			2,200		2,636,627
Barclays PLC:
6.63% (b)(i)	USD		3,325		3,293,918
8.25% (b)(i)			8,700		9,313,063
Citigroup, Inc.:
5.88% (b)(i)			7,700		7,748,125
5.95% (b)(i)			25,265		24,633,375
6.30% (b)(i)			10,000		9,800,000

Preferred Securities		Par   (000)		Value
Capital Trusts (continued)
Banks (concluded)
Citizens Financial Group, Inc., 5.50% (a)(b)(i)	USD		5,500	$	5,397,425
Credit Agricole SA:
6.63% (a)(b)(i)			8,225		8,194,156
6.64% (a)(b)(i)			500		517,500
7.88% (a)(b)(i)			7,850		8,144,540
8.38% (a)(b)(i)			850		973,250
Deutsche Bank AG, 7.50% (b)(i)			25,800		25,929,000
Dresdner Funding Trust I, 8.15%, 6/30/31 (a)			150		188,250
HSBC Capital Funding LP, 10.18% (a)(b)(i)			1,260		1,893,150
Industrial & Commercial Bank of China Ltd., 6.00% (b)(i)			3,380		3,523,244
JPMorgan Chase & Co., 5.30% (b)(i)			10,000		9,964,000
JPMorgan Chase Capital XXIII, 1.27%, 5/15/47 (b)			4,275		3,375,113
National Bank of Abu Dhabi PJSC, 5.25% (b)(i)			1,250		1,270,313
Nordea Bank AB, 5.50% (a)(b)(i)			3,140		3,151,775
RBS Capital Funding Trust VII, 6.08% (i)			228		5,692,256
Santander UK Group Holdings PLC, 7.38% (b)(i)	GBP		1,510		2,413,034
UniCredit SpA, 6.75% (b)(i)	USD		1,400		1,526,018
Wells Fargo & Co.:
5.88% (b)(i)			7,005		7,171,369
5.90% (b)(i)			240		241,368
7.98% (b)(i)			8,450		9,157,687
					228,781,836
Capital Markets — 1.2%
The Bank of New York Mellon Corp.:
4.50% (b)(i)			15,003		13,877,775
4.95% (b)(i)			21,735		21,626,325
Credit Suisse Group AG:
6.25% (a)(b)(i)			5,000		4,868,750
7.50% (a)(b)(i)			9,725		10,357,125
Credit Suisse Group Guernsey I Ltd., 7.88%, 2/24/41 (b)			10,000		10,475,000
The Goldman Sachs Group, Inc.:
5.38% (b)			17,295		17,191,230
5.70% (b)(i)			10,000		10,096,800
Morgan Stanley:
5.45% (b)(i)			13,150		13,071,100
5.55% (b)(i)			9,750		9,701,250
State Street Capital Trust IV, 1.29%, 6/15/37 (b)			22,100		19,254,625
State Street Corp., 5.25% (b)(i)			10,450		10,556,590
UBS AG, 7.63%, 8/17/22			2,000		2,349,212
					143,425,782
Consumer Finance — 0.4%
American Express Co.:
4.90% (b)(i)			10,870		10,636,295
5.20% (b)(i)			10,000		10,000,000
Capital One Financial Corp., 5.55% (b)(i)			25,940		25,971,128
					46,607,423
Diversified Financial Services — 0.8%
BNP Paribas SA, 7.20% (a)(b)(i)			2,700		3,182,625
ING Groep NV, 6.50% (b)(i)			9,880		9,694,750
JPMorgan Chase & Co.:
5.00% (b)(i)			2,500		2,444,000
6.00% (b)(i)			10,840		10,731,600
7.90% (b)(i)			10,555		11,135,525

See Notes to Financial Statements.

66 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Preferred Securities		Par   (000)		Value
Capital Trusts (continued)
Diversified Financial Services (concluded)
Lloyds Banking Group PLC:
6.38% (b)(i)	EUR		260	$	300,536
6.66% (a)(b)(i)	USD		3,000		3,375,000
7.50% (b)(i)			25,000		26,062,500
Royal Bank of Scotland Group PLC:
6.99% (a)(b)(i)			100		117,875
7.64% (b)(i)			400		427,000
7.65% (b)(i)			500		630,000
Société Générale SA:
5.92% (a)(b)(i)			700		713,916
7.88% (a)(b)(i)			16,425		16,679,587
Voya Financial, Inc., 5.65%, 5/15/53 (b)			15,507		15,841,951
					101,336,865
Diversified Telecommunication Services — 0.0%
Koninklijke KPN NV, 7.00%, 3/28/73 (a)(b)			200		210,500
Orange SA:
4.00% (b)(i)	EUR		1,100		1,266,255
5.00% (b)(i)			1,300		1,524,096
Telefonica Emisiones SAU, 7.05%, 6/20/36	USD		140		172,440
					3,173,291
Electric Utilities — 0.0%
Enel SpA, 8.75%, 9/24/73 (a)(b)	USD		800		937,800
Gas Natural Fenosa Finance BV, 4.13% (b)(i)	EUR		1,500		1,678,262
					2,616,062
Insurance — 1.4%
The Allstate Corp.:
6.13%, 5/15/37 (b)	USD		500		513,750
5.75%, 8/15/53 (b)			10,227		10,687,215
6.50%, 5/15/57 (b)			2,300		2,581,750
American International Group, Inc., 6.25%, 3/15/87			1,494		1,642,952
Aon PLC, 4.25%, 12/12/42			1,500		1,366,535
AXA SA:
6.38% (a)(b)(i)			16,000		17,000,000
6.46% (a)(b)(i)			6,000		6,210,000
The Chubb Corp., 6.38%, 3/29/67 (b)			430		444,513
Farmers Exchange Capital II, 6.15%, 11/01/53 (a)(b)			14,590		15,832,353
Genworth Holdings, Inc.:
7.63%, 9/24/21			450		483,187
6.50%, 6/15/34			5,000		4,412,500
6.15%, 11/15/66 (b)			4,450		2,647,750
The Hartford Financial Services Group, Inc.,
8.13%, 6/15/38 (b)			5,785		6,522,587
Liberty Mutual Group, Inc.:
7.00%, 3/15/37 (a)(b)			2,150		2,203,750
7.80%, 3/07/87 (a)			24,975		29,595,375
MetLife Capital Trust IV, 7.88%, 12/15/37 (a)			4,550		5,687,500
MetLife, Inc., 5.25% (b)(i)			365		364,087
Nationwide Financial Services, Inc., 6.75%, 5/15/37			900		944,100
Principal Financial Group, Inc., 4.70%, 5/15/55 (b)			21,250		21,037,500
Prudential Financial, Inc.:
5.88%, 9/15/42 (b)			6,675		7,058,813
5.20%, 3/15/44 (b)			5,000		4,876,965
Reinsurance Group of America, Inc., 6.75%, 12/15/65 (b)			6,071		5,615,675
Vienna Insurance Group AG Wiener Versicherung Gruppe, 5.50%, 10/09/43 (b)	EUR		2,300		2,768,149

Preferred Securities		Par   (000)		Value
Capital Trusts (concluded)
Insurance (concluded)
XLIT Ltd., 6.50% (b)(i)	USD		13,200	$	11,187,000
ZFS Finance USA Trust II, 6.45%, 12/15/65 (a)(b)			1,200		1,227,060
					162,911,066
Media — 0.1%
AMC Entertainment, Inc., 5.75%, 6/15/25			500		497,500
NBCUniversal Enterprise, Inc., 5.25% (a)(i)			6,946		7,388,807
					7,886,307
Multi-Utilities — 0.0%
Dominion Resources, Inc., 7.50%, 6/30/66 (b)			250		225,375
Oil, Gas & Consumable Fuels — 0.3%
DCP Midstream LLC, 5.85%, 5/21/43 (a)(b)			175		132,125
Enterprise Products Operating LLC:
8.38%, 8/01/66 (b)			20,870		21,287,400
7.03%, 1/15/68 (b)			5,035		5,387,450
TransCanada PipeLines Ltd., 6.35%, 5/15/67 (b)			14,926		13,862,523
					40,669,498
Road & Rail — 0.1%
BNSF Funding Trust I, 6.61%, 12/15/55 (b)			5,000		5,650,000
Total Capital Trusts — 6.2%					743,283,505
Preferred Securities		Shares
Preferred Stocks
Aerospace & Defense — 0.1%
United Technologies Corp., 7.50%, 8/01/15			190,000		9,777,400
Banks — 0.4%
BB&T Corp., 5.20% (i)			340,000		8,190,600
First Republic Bank:
6.70% (i)			100,000		2,611,000
7.00% (i)			250,000		6,942,500
RBS Capital Funding Trust V, 5.90% (i)			97,552		2,403,681
Santander Finance Preferred SAU, 4.00% (i)			82,000		1,886,820
Synovus Financial Corp., 7.88% (i)			200,000		5,550,000
Wells Fargo & Co., 5.85% (b)(i)			643,200		16,562,400
					44,147,001
Capital Markets — 0.2%
The Goldman Sachs Group, Inc.:
5.50% (i)			259,900		6,455,916
6.38% (i)			386,000		10,259,880
Morgan Stanley, 6.88% (i)			300,000		8,151,000
					24,866,796
Diversified Financial Services — 0.0%
GMAC Capital Trust I, 8.13%, 2/15/40			182,724		4,792,851
Electric Utilities — 0.1%
DTE Energy Co., 5.25%, 12/01/62			202,000		4,878,300
Entergy Arkansas, Inc., 4.90%, 12/01/52			102,000		2,495,940
Entergy Texas, Inc., 5.63% (i)			161,800		4,145,316
SCE Trust III, 5.75% (i)			126,560		3,529,758
					15,049,314
Insurance — 0.1%
The Allstate Corp., 5.10%, 1/15/53			467,259		12,148,734
Machinery — 0.0%
Stanley Black & Decker, Inc., 6.25%, 11/17/16			11,108		1,326,073

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 67

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Preferred Securities		Shares		Value
Preferred Stocks (concluded)
Real Estate Investment Trusts (REITs) — 0.1%
Firstar Realty LLC, 4.44% (a)(i)			5,000	$	6,200,000
Public Storage, 5.20% (i)			60,000		1,441,200
Suntrust Real Estate Investment Corp., 9.00% (a)(d)(i)			15		1,833,459
					9,474,659
Total Preferred Stocks — 1.0%					121,582,828
Total Preferred Securities — 7.2%					864,866,333
Taxable Municipal Bonds		Par (000)
Catholic Health Initiatives, 4.35%, 11/01/42	USD		310		289,473
District of Columbia Water & Sewer Authority, 4.81%, 10/01/14			100		101,202
Howard Hughes Medical Institute, 3.50%, 9/01/23			805		834,517
Massachusetts Institute of Technology:
3.96%, 7/01/38			241		247,028
4.68%, 7/01/14			340		364,639
President and Fellows of Harvard College, 3.62%, 10/01/37			290		279,651
Princeton University, 5.70%, 3/01/39			150		192,878
University of California:
4.86%, 5/15/12			30		28,092
4.77%, 5/15/15			31		28,930
Total Taxable Municipal Bonds — 0.0%					2,366,410
U.S. Government Sponsored Agency Securities
Collateralized Mortgage Obligations — 0.1%
Freddie Mac:
Series 2013-4286, Class MP, 4.00%, 12/15/43			1,811		1,936,154
Series 4390, Class CA, 3.50%, 6/15/50			1,687		1,780,512
Ginnie Mae, Series 2013-131, Class PA, 3.50%, 6/16/42			5,321		5,568,068
					9,284,734
Commercial Mortgage-Backed Securities — 0.0%
Freddie Mac, Series 2013-KF02, Class B, 3.17%, 12/25/45			1,737		1,786,222
Interest Only Collateralized Mortgage Obligations — 0.0%
Fannie Mae, Series 2013-M5, Class X2, 2.47%, 12/25/25			3,281		339,301
Interest Only Commercial Mortgage-Backed Securities — 0.0%
Freddie Mac:
Series K36, Class X1, 0.80%, 10/25/23			44,106		2,320,837
Series K714, Class X1, 0.74%, 10/25/20			59,722		1,939,815
					4,260,652
Mortgage-Backed Securities — 0.5%
Fannie Mae Mortgage-Backed Securities:
4.50%, 4/01/24-11/01/26			2,248		2,404,338
3.50%, 12/01/26-12/01/29			14,361		15,200,128
4.00%, 5/01/27			3,052		3,232,035

U.S. Government Sponsored Agency Securities		Par   (000)		Value
Preferred Securities
2.50%, 4/01/28-8/01/28	USD		10,026	$	10,270,397
3.00%, 6/01/28-2/01/30			20,352		21,200,256
Freddie Mac Mortgage-Backed Securities:
4.00%, 7/01/26			862		920,688
2.50%, 5/01/30			4,045		4,109,662
					57,337,504
Total U.S. Government Sponsored Agency Securities — 0.6%					73,008,413
U.S. Treasury Obligations
U.S. Treasury Inflation Indexed Notes, 0.25%, 1/15/25			3,187		3,115,386
U.S. Treasury Notes:
0.50%, 8/31/16			4,000		4,005,000
0.88%, 9/15/16-7/15/18			23,980		24,011,859
Total U.S. Treasury Obligations — 0.3%					31,132,245
Total Long-Term Investments (Cost — $10,164,104,858) — 84.5%					10,221,341,327
Short-Term Securities
Equity-Linked Notes
Aerospace & Defense — 1.0%
Credit Suisse AG (Honeywell International, Inc.), 9.65%, 9/17/15			283		29,771,057
Merrill Lynch International & Co. (Raytheon Co.), 9.39%, 10/20/15			104		11,053,441
Merrill Lynch International & Co. (The Boeing Co.):
11.32%, 9/11/15			102		14,794,596
10.77%, 9/15/15			102		14,806,350
Nomura International Funding Pte Ltd. (Raytheon Co.):
9.03%, 10/16/15			146		15,530,930
8.58%, 10/20/15			42		4,485,892
Royal Bank of Canada (Lockheed Martin Corp.):
12.53%, 9/10/15			75		15,370,094
12.37%, 9/11/15			75		15,370,483
					121,182,843
Air Freight & Logistics — 0.2%
Deutsche Bank AG (Deutsche Post AG):
22.21%, 8/05/15			355		11,189,511
22.85%, 8/06/15			355		11,206,221
					22,395,732
Airlines — 0.6%
Deutsche Bank AG (Delta Air Lines, Inc.), 15.54%, 9/17/15			705		31,218,415
Merrill Lynch International & Co. (American Airlines Group, Inc.), 25.52%, 10/19/15			527		21,204,737
Merrill Lynch International & Co. (Southwest Airlines Co.), 19.20%, 10/15/15			603		21,493,045
					73,916,197

See Notes to Financial Statements.

68 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Short-Term Securities		Par   (000)		Value
Auto Components — 0.1%
UBS AG (Autoliv, Inc.), 11.62%, 10/05/15	USD		57	$	6,056,991
Automobiles — 0.6%
Barclays Bank PLC (Ford Motor Co.), 11.15%, 10/27/15			2,046		30,656,297
Credit Suisse AG (Fiat Chrysler Automobiles NV), 20.90%, 9/28/15			1,165		18,041,267
Merrill Lynch International & Co. (General Motors Co.), 16.20%, 10/19/15			680		21,357,231
Nomura International Funding Pte Ltd. (Harley Davidson, Inc.), 12.53%, 10/06/15			96		5,609,296
					75,664,091
Banks — 0.7%
Credit Suisse AG (Wells Fargo & Co.), 5.59%, 10/02/15			517		29,732,090
Merrill Lynch International & Co. (Deutsche Bank AG), 11.00%, 10/27/15			429		15,168,936
Merrill Lynch International & Co. (Nordea Bank AB), 8.00%, 10/05/15			471		5,916,698
Nomura International Funding Pte Ltd. (The Blackstone Group LP):
13.07%, 10/12/15			361		14,388,411
12.99%, 10/13/15			361		14,385,896
Royal Bank of Canada (Comerica, Inc.), 12.29%, 10/14/15			129		6,130,037
					85,722,068
Beverages — 0.6%
Credit Suisse AG (Heineken NV):
9.38%, 8/03/15			95		7,524,102
9.41%, 8/04/15			95		7,545,010
Credit Suisse AG (SABMiller PLC), 22.70%, 9/04/15			225		11,839,412
Deutsche Bank AG (PepsiCo, Inc.), 10.43%, 9/15/15			287		27,748,959
Deutsche Bank AG (SABMiller PLC), 19.72%, 9/08/15			227		11,923,812
Merrill Lynch International & Co. (Heineken NV), 10.80%, 10/28/15			78		6,209,864
					72,791,159
Building Products — 0.1%
HSBC Bank PLC (Assa Abloy AB), 10.31%, 10/06/15			151		3,034,271
Merrill Lynch International & Co. (Assa Abloy AB), 10.00%, 10/05/15			149		3,010,174
Merrill Lynch International & Co. (Owens Corning), 15.68%, 9/11/15			128		5,742,161
Merrill Lynch International & Co. (USG Corp.), 13.91%, 10/16/15			107		3,249,447
					15,036,053
Capital Markets — 0.7%
Credit Suisse AG (Morgan Stanley), 10.50%, 9/10/15			744		29,128,180
Merrill Lynch International & Co. (The Goldman Sachs Group, Inc.), 8.85%, 10/13/15			144		29,747,182
Nomura International Funding Pte Ltd. (The Charles Schwab Corp.), 11.74%, 10/13/15			885		30,838,973
					89,714,335
Chemicals — 0.6%
Deutsche Bank AG (LyondellBasell Industries NV), 15.91%, 10/22/15			328		29,118,986
Deutsche Bank AG (Monsanto Co.), 11.24%, 9/21/15			259		26,706,756
Merrill Lynch International & Co. (Akzo Nobel NV), 10.00%, 10/05/15			78		5,643,293

Short-Term Securities		Par   (000)		Value
Chemicals (concluded)
Wells Fargo & Co. (Celanese Corp.), 13.80%, 9/10/15	USD		94	$	6,204,907
					67,673,942
Communications Equipment — 0.2%
Merrill Lynch International & Co. (Cisco Systems, Inc.), 9.12%, 8/11/15			1,041		29,653,588
Diversified Financial Services — 0.3%
Merrill Lynch International & Co. (Citigroup, Inc.), 8.54%, 10/09/15			517		30,219,530
Diversified Telecommunication Services — 0.1%
Deutsche Bank AG (Deutsche Telekom AG), 23.80%, 8/06/15			415		7,740,277
Electric Utilities — 0.1%
Deutsche Bank AG (Enel SpA), 11.40%, 9/28/15			1,577		7,412,027
Food & Staples Retailing — 0.8%
Credit Suisse AG (Koninklijke Ahold NV), 15.67%, 8/19/15			1,551		30,844,381
Credit Suisse AG (Metro AG), 18.29%, 8/05/15			112		3,575,681
Deutsche Bank AG (The Kroger Co.), 9.16%, 9/14/15			367		28,987,995
Deutsche Bank AG (Walgreens Boots Alliance, Inc.), 13.98%, 10/06/15			307		28,733,155
Wells Fargo & Co. (Wal-Mart Stores, Inc.), 8.58%, 8/17/15			102		7,286,602
					99,427,814
Food Products — 0.1%
Credit Suisse AG (Danone), 9.23%, 9/28/15			161		10,906,664
Wells Fargo & Co. (Archer-Daniels-Midland Co.), 9.21%, 8/04/15			145		6,857,344
					17,764,008
Health Care Equipment & Supplies — 0.5%
Nomura International Funding Pte Ltd. (Abbott Laboratories), 10.24%, 10/19/15			587		29,786,803
Wells Fargo & Co. (Medtronic PLC), 7.10%, 8/12/15			318		24,949,769
					54,736,572
Health Care Providers & Services — 0.2%
Merrill Lynch International & Co. (Quest Diagnostics, Inc.):
11.94%, 10/16/15			69		5,006,350
11.62%, 10/20/15			69		5,005,595
11.61%, 10/21/15			69		5,004,113
Nomura International Funding Pte Ltd. (CIGNA Corp.), 10.69%, 10/19/15			64		9,223,739
					24,239,797
Hotels, Restaurants & Leisure — 1.3%
Credit Suisse AG (Accor SA):
14.62%, 8/26/15			108		5,142,891
14.56%, 8/27/15			108		5,144,946
Credit Suisse AG (Jack in the Box, Inc.):
13.30%, 8/19/15			44		4,011,610
13.16%, 8/21/15			44		4,010,415
JP Morgan Structured Products BV (Accor SA):
15.04%, 8/21/15			107		5,148,527
14.78%, 8/24/15			107		5,157,620
Nomura International Funding Pte Ltd. (Hilton Worldwide Holdings, Inc.):
12.18%, 10/26/15			552		15,218,531
12.22%, 10/27/15			552		15,218,531
Royal Bank of Canada (Darden Restaurants, Inc.), 14.48%, 9/03/15			104		7,602,879

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 69

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Short-Term Securities		Par   (000)		Value
Hotels, Restaurants & Leisure (concluded)
Royal Bank of Canada (MGM Resorts International), 20.41%, 8/05/15	USD		346	$	6,792,510
Société Générale SA (Accor SA), 5.15%, 8/25/15			108		5,318,617
Société Générale SA (Carnival Corp.):
9.78%, 9/04/15			247		12,719,151
9.27%, 9/07/15			247		12,722,720
Société Générale SA (Domino’s Pizza, Inc.), 12.48%, 9/17/15			56		6,305,953
Société Générale SA (MGM Resorts International):
21.53%, 8/05/15			631		12,358,606
21.28%, 8/06/15			631		12,343,563
Wells Fargo & Co. (Hilton Worldwide Holdings, Inc. (HLT)), 14.14%, 8/03/15			871		25,740,362
					160,957,432
Household Durables — 1.0%
Canadian Imperial Bank of Commerce (Whirlpool Corp.):
14.00%, 10/06/15			85		15,049,543
14.20%, 10/07/15			85		15,044,969
Deutsche Bank AG (Lennar Corp.):
10.19%, 8/31/15			282		15,006,665
10.65%, 9/01/15			282		15,012,167
HSBC Bank PLC (Electrolux AB), 13.98%, 10/05/15			205		5,922,095
Nomura International Funding Pte Ltd. (GoPro, Inc.), 39.71%, 9/11/15			491		30,527,431
Nomura International Funding Pte Ltd. (Mohawk Industries, Inc.):
13.06%, 10/16/15			62		12,289,203
12.70%, 10/20/15			62		12,289,692
					121,141,765
Industrial Conglomerates — 0.3%
Credit Suisse AG (Siemens AG), 10.77%, 8/04/15			70		7,749,255
HSBC Bank PLC (Siemens AG), 14.13%, 9/25/15			364		31,608,343
					39,357,598
Insurance — 0.3%
HSBC Bank PLC (Aegon NV):
16.12%, 8/13/15			936		7,533,623
16.51%, 8/14/15			936		7,491,164
16.07%, 8/17/15			936		7,496,916
Nomura International Funding Pte Ltd. (Prudential Financial, Inc.), 12.69%, 10/20/15			92		8,087,022
Wells Fargo & Co. (American International Group, Inc.), 6.31%, 8/04/15			120		7,697,503
					38,306,228
Leisure Products — 0.1%
Royal Bank of Canada (Hasbro, Inc.), 12.94%, 9/10/15			77		6,102,665
Machinery — 0.1%
HSBC Bank PLC (Volvo AB, B Shares), 12.46%, 10/05/15			490		5,883,565
Media — 0.3%
Merrill Lynch International & Co. (Publicis Groupe SA):

Short-Term Securities		Par   (000)		Value
Media (concluded)
13.50%, 9/28/15	USD		72	$	5,442,749
13.40%, 9/29/15			72		5,443,293
Nomura International Funding Pte Ltd. (Time Warner Cable, Inc.), 13.01%, 10/02/15			158		30,151,570
					41,037,612
Multi-Utilities — 0.1%
Credit Suisse AG (Sempra Energy), 9.62%, 8/07/15			72		7,367,352
Pharmaceuticals — 0.1%
Société Générale SA (GlaxoSmithKline PLC), 16.24%, 8/21/15			172		7,546,582
Real Estate Investment Trusts (REITs) — 0.2%
Deutsche Bank AG (General Growth Properties, Inc.):
25.76%, 8/05/15			519		14,125,319
25.25%, 8/06/15			519		14,102,922
					28,228,241
Road & Rail — 0.7%
HSBC Bank PLC (CSX Corp.), 13.12%, 9/17/15			919		28,855,911
Merrill Lynch International & Co. (J.B. Hunt Transport Services, Inc.), 9.74%, 9/17/15			179		15,039,396
Merrill Lynch International & Co. (Kansas City Southern), 11.92%, 9/17/15			78		7,685,617
Nomura International Funding Pte Ltd. (J.B. Hunt Transport Services, Inc.), 9.69%, 9/18/15			182		15,255,657
Royal Bank of Canada (Kansas City Southern):
11.95%, 9/17/15			76		7,480,305
11.89%, 9/18/15			156		15,421,780
					89,738,666
Software — 0.3%
Deutsche Bank AG (Adobe Systems, Inc.), 13.52%, 9/18/15			345		27,742,028
Deutsche Bank AG (Salesforce.com, Inc.), 20.05%, 8/19/15			101		7,393,785
Wells Fargo & Co. (Activision Blizzard, Inc.), 9.14%, 8/05/15			188		4,841,367
					39,977,180
Specialty Retail — 0.2%
Royal Bank of Canada (AutoZone, Inc.), 6.08%, 9/03/15			11		7,686,500
UBS AG (Lowe’s Cos., Inc.), 9.91%, 8/14/15			108		7,510,572
UBS AG (The Home Depot, Inc.), 9.35%, 8/13/15			68		7,859,909
					23,056,981
Technology Hardware, Storage & Peripherals — 0.2%
HSBC Bank PLC (Apple, Inc.), 13.07%, 10/02/15			237		29,032,903
Textiles, Apparel & Luxury Goods — 0.5%
Credit Suisse AG (Industria de Diseno Textil SA):
18.52%, 9/16/15			435		14,329,934
16.71%, 9/17/15			435		14,942,451
Royal Bank of Canada (NIKE, Inc., Class B), 12.65%, 8/04/15			249		26,590,819
					55,863,204

See Notes to Financial Statements.

70 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued)	BlackRock Multi-Asset Income Portfolio
	(Percentages shown are based on Net Assets)

Short-Term Securities		Par   (000)		Value
Tobacco — 0.5%
Credit Suisse AG (Altria Group, Inc.), 12.80%, 9/22/15	USD		559	$	30,327,792
Nomura International Funding Pte Ltd. (Philip Morris International, Inc.), 8.65%, 10/13/15			354		30,350,413
					60,678,205
Trading Companies & Distributors — 0.1%
The Goldman Sachs Group, Inc. (HD Supply Holdings, Inc.), 11.75%, 8/19/15-8/21/15			218		7,650,676
Wireless Telecommunication Services — 0.2%
Deutsche Bank AG (Vodafone Group PLC):
15.35%, 9/28/15			4,017		15,007,253
15.28%, 9/29/15			4,017		15,009,913
					30,017,166
Total Equity-Linked Notes — 14.0%					1,693,291,045

Short-Term Securities		Shares		Value
Money Market Funds — 7.4%
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.08% (e)(m)			305,905,303	$	305,905,303
		Beneficial Interest (000)
BlackRock Liquidity Series, LLC, Money Market Series, 0.22% (e)(m)(n)	USD		583,954		583,954,301
Total Money Market Funds — 7.4%					889,859,604
U.S. Treasury Obligations		Par   (000)
U.S. Treasury Bills — 0.2%
U.S. Treasury Bill, 0.29%, 6/23/16 (m)			20,000		19,951,700
Total Short-Term Securities (Cost — $2,602,162,586) — 21.6%					2,603,102,349
Options Purchased (Cost — $11,739,668) — 0.0%				1,225,935
Total Investments (Cost — $12,778,007,112) — 106.1%					12,825,669,611
Liabilities in Excess of Other Assets — (6.1)%					(731,879,438	)
Net Assets — 100.0%				$	12,093,790,173

      Notes to Schedule of Investments

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

(b) Variable rate security. Rate shown is as of report date.

(c) Represents a step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate shown is as of report date.

(d) Non-income producing security.

(e) During the year ended July 31, 2015, investments in issuers considered to be affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares/ Beneficial Interest Held at July 31, 2014		Shares/ Beneficial Interest/ Par Value Purchased			Shares/ Beneficial Interest Sold			Shares/ Beneficial Interest/ Par Value Held at July 31, 2015		Value at July 31, 2015		Income			Realized Gain (Loss)
BlackRock, Inc.		—		6,319						6,319	$	2,125,206	$	35,880			—
BlackRock Liquidity Funds, TempFund, Institutional Class		1,147,600,983		—			841,695,680	1		305,905,303	$	305,905,303	$	264,142		$	22,207
BlackRock Liquidity Series, LLC, Money Market Series	$	409,842,424	$	174,111,877	2		—		$	583,954,301	$	583,954,301	$	3,892,651	3		—
iShares iBoxx $ High Yield Corporate Bond ETF		3,289,908		7,304,093			4,711,289			5,882,712	$	517,502,175	$	25,857,253		$	(13,346,099	)
iShares iBoxx $ Investment Grade Corporate Bond ETF		399,514		—			—			399,514	$	46,483,454	$	1,592,091			—
iShares U.S. Preferred Stock ETF		1,739,167		—			—			1,739,167	$	68,731,880	$	4,175,496			—
PNC Bank N.A.		—	$	5,760,000			—		$	5,760,000	$	5,844,430	$	62,448			—
PNC Funding Corp.		—	$	1,760,000			—		$	1,760,000	$	1,853,832	$	46,513			—

¹  Represents net shares sold.

²  Represents net beneficial interest purchased.

³  Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees and collateral investment expenses, and other payments to and from borrowers of securities.

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

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 71

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

(g) During the year ended July 31, 2015, investments in issuers (whereby the Fund held 5% or more of the companies’ outstanding securities) that were considered to be an affiliate for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:

Affiliate	Shares Held at July 31, 2014		Shares Purchased		Shares Sold		Shares Held at July 31, 2015		Value at July 31, 2015		Income		Realized Gain
Japan Senior Living Investment Corp.		—		4,562		—		4,562	$	6,625,731		—		—

(h) Represents a payment-in-kind security which may pay interest/dividends in additional par/shares and/or in cash. Rates shown are the current rate and possible payment rates.

(i) Security is perpetual in nature and has no stated maturity date.

(j) Issuer filed for bankruptcy and/or is in default of interest payments.

(k) Convertible security.

(l) Other interests represent beneficial interests in liquidation trusts and other reorganization or private entities.

(m) Represents the current yield as of report date.

(n) Security was purchased with the cash collateral from loaned securities. The Fund may withdraw up to 25% of its investment daily, although the manager of the BlackRock Liquidity Series, LLC, Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

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

      Derivative Financial Instruments Outstanding as of July 31, 2015

      Financial Futures Contracts

Contracts Long/ (Short)	Issue	Exchange	Expiration	Notional Value				Unrealized Appreciation (Depreciation)
20	Australian Government Bonds (10 Year)	Sydney	September 2015		USD	$	1,868,205	$	39,698
1,573	Australian Government Bonds (10 Year)	Sydney	September 2015		USD		146,934,317		3,122,279
52	Australian Government Bonds (3 Year)	Sydney	September 2015		USD		4,252,121		24,695
11	Canadian Government Bonds (10 Year)	Montreal	September 2015		USD		1,203,410		32,998
14	E-Mini S&P 500 Futures	Chicago Mercantile	September 2015		USD		1,468,880		20,279
5	Euro-Bobl	Eurex	September 2015		USD		715,564		6,511
5	Euro-BTP Italian Government Bond Futures	Eurex	September 2015		USD		750,653		23,266
14	Euro-Bund	Eurex	September 2015		USD		2,373,976		46,320
19	Euro-Buxl	Eurex	September 2015		USD		3,255,211		20,751
1	Gilt-British	NYSE Liffe	September 2015		USD		183,181		4,124
266	Mini MSCI Emerging Markets Futures	Chicago Mercantile	September 2015		USD		11,970,000		(740,106	)
722	U.S. Treasury Bonds (30 Year)	Chicago Board of Trade	September 2015		USD		112,586,875		962,804
260	U.S. Treasury Notes (2 Year)	Chicago Board of Trade	September 2015		USD		56,956,250		55,803
40	U.S. Treasury Notes (5 Year)	Chicago Board of Trade	September 2015		USD		4,793,750		21,911
736	U.S. Treasury Notes (10 Year)	Chicago Board of Trade	September 2015		USD		93,794,000		1,038,540
32	U.S. Ultra Treasury Bonds	Chicago Board of Trade	September 2015		USD		5,105,000		15,599
(4,310)	E-Mini S&P 500 Futures	Chicago Mercantile	September 2015		USD		452,205,200		(6,242,990	)
(1,419)	EUR Currency Futures	Chicago Mercantile	September 2015		USD		194,598,113		5,895,038
(3,074)	Euro STOXX 50 Futures	Eurex	September 2015		USD		121,469,150		(4,562,552	)
(314)	Euro-Bobl	Eurex	September 2015		USD		44,937,443		(408,661	)
(218)	Euro-Bund	Eurex	September 2015		USD		36,966,196		(721,272	)
(189)	Euro-Schatz	Eurex	September 2015		USD		23,101,407		(12,387	)
(14)	Short Euro-BTP Italian Government Bond Futures	Eurex	September 2015		USD		1,729,282		(12,386	)
(42)	U.S. Treasury Notes (2 Year)	Chicago Board of Trade	September 2015		USD		9,200,625		(9,014	)
(682)	U.S. Treasury Notes (5 Year)	Chicago Board of Trade	September 2015		USD		81,733,438		(373,577	)
(384)	U.S. Treasury Notes (10 Year)	Chicago Board of Trade	September 2015		USD		48,936,000		(541,847	)
(69)	U.S. Ultra Treasury Bonds	Chicago Board of Trade	September 2015		USD		11,007,656		(33,635	)
Total								$	(2,327,811	)

See Notes to Financial Statements.

72 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

      Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold			Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
EUR	1,919,000		USD	2,082,704	Barclays Bank PLC	8/05/15	$	24,971
EUR	622,000		USD	686,139	Goldman Sachs International	8/05/15		(2,985	)
EUR	585,000		USD	644,194	Goldman Sachs International	8/05/15		(1,677	)
EUR	949,000		USD	1,038,930	Royal Bank of Canada	8/05/15		3,375
EUR	1,027,900		USD	1,145,821	Royal Bank of Scotland PLC	8/05/15		(16,858	)
EUR	108,000		USD	118,897	Royal Bank of Scotland PLC	8/05/15		(278	)
GBP	425,600		USD	669,177	Royal Bank of Scotland PLC	8/05/15		(4,565	)
GBP	371,000		USD	574,109	Royal Bank of Scotland PLC	8/05/15		5,241
USD	35,555		EUR	32,000	Commonwealth Bank of Australia	8/05/15		408
USD	1,845,165		EUR	1,662,000	Goldman Sachs International	8/05/15		19,759
USD	660,581		EUR	596,000	Royal Bank of Canada	8/05/15		5,983
USD	27,469,902		EUR	24,517,000	UBS AG	8/05/15		542,406
USD	290,195		GBP	186,000	Goldman Sachs International	8/05/15		(261	)
USD	21,747,332		GBP	13,804,000	HSBC Bank PLC	8/05/15		191,152
EUR	570,000		USD	632,352	Morgan Stanley & Co. International PLC	8/14/15		(6,238	)
GBP	300,000		USD	461,556	UBS AG	8/14/15		6,890
USD	762,035		EUR	700,000	Bank of America N.A.	8/14/15		(6,878	)
USD	543,650		EUR	500,000	Deutsche Bank AG	8/14/15		(5,573	)
USD	2,135,896		EUR	1,950,000	Goldman Sachs International	8/14/15		(6,074	)
USD	10,914		EUR	10,000	Goldman Sachs International	8/14/15		(71	)
USD	111,863		EUR	100,000	Goldman Sachs International	8/14/15		2,019
USD	332,432		EUR	300,000	Goldman Sachs International	8/14/15		2,898
USD	453,741		EUR	410,000	Goldman Sachs International	8/14/15		3,378
USD	642,702		EUR	580,000	Goldman Sachs International	8/14/15		5,603
USD	1,636,296		EUR	1,480,000	Goldman Sachs International	8/14/15		10,595
USD	3,836,915		EUR	3,430,000	Goldman Sachs International	8/14/15		69,245
USD	3,346,569		EUR	3,060,000	JPMorgan Chase Bank N.A.	8/14/15		(14,676	)
USD	234,737		EUR	210,000	JPMorgan Chase Bank N.A.	8/14/15		4,064
USD	672,399		EUR	610,000	UBS AG	8/14/15		2,347
USD	105,699,912		EUR	95,600,000	Westpac Banking Corp.	8/14/15		688,460
USD	147,537,618		EUR	133,440,000	Westpac Banking Corp.	8/14/15		960,962
USD	156,176		GBP	100,000	Citibank N.A.	8/14/15		28
USD	43,200,731		GBP	28,050,000	Deutsche Bank AG	8/14/15		(598,980	)
USD	10,272,687		GBP	6,670,000	Deutsche Bank AG	8/14/15		(142,431	)
USD	186,530		GBP	120,000	The Bank of New York Mellon	8/14/15		(848	)
USD	508,411		EUR	460,000	Barclays Bank PLC	9/03/15		2,916
USD	23,984,368		EUR	21,596,000	UBS AG	9/03/15		252,474
USD	20,537,081		GBP	13,193,000	HSBC Bank PLC	9/03/15		(68,432	)
CNH	5,624,349		USD	901,133	Citibank N.A.	9/09/15		(193	)
CNH	976,318		USD	156,350	Citibank N.A.	9/09/15		43
CNH	4,238,888		USD	679,289	JPMorgan Chase Bank N.A.	9/09/15		(280	)
CNH	12,238,446		USD	1,962,496	Standard Chartered Bank	9/09/15		(2,073	)
USD	960,909		CNH	6,000,000	Citibank N.A.	9/09/15		(205	)
USD	2,404,494		CNH	15,000,000	Citibank N.A.	9/09/15		1,709
USD	53,983,510		CNH	336,749,127	HSBC Bank PLC	9/09/15		41,136
USD	247,896		CNH	1,547,180	Standard Chartered Bank	9/09/15		60
USD	229,061		CNH	1,428,519	Standard Chartered Bank	9/09/15		233
USD	1,602,790		CNH	10,000,000	Standard Chartered Bank	9/09/15		934
USD	366,921		CNH	2,288,888	UBS AG	9/09/15		274

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 73

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

Currency Purchased		Currency Sold			Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
USD	2,243,736		SGD	3,025,902	Bank of America N.A.		9/09/15		40,784
MXN	5,070,000		USD	305,950	Goldman Sachs International		10/20/15		6,713
MXN	59,996,000		USD	3,662,754	HSBC Bank PLC		10/20/15		37,152
USD	1,854,023		CAD	2,394,000	Westpac Banking Corp.		10/20/15		24,465
USD	904,607		DKK	6,077,314	HSBC Bank PLC		10/20/15		8,481
USD	531,974		EUR	482,000	UBS AG		10/20/15		1,985
USD	138,209		MXN	2,198,686	Goldman Sachs International		10/20/15		2,618
USD	7,851,728		MXN	124,916,244	Goldman Sachs International		10/20/15		148,243
Total								$	2,240,428

      Exchange-Traded Options Purchased

Description	Put/ Call	Expiration Date	Strike Price	Contracts		Value
S&P 500 Index	Call	9/18/15	USD 2,200.00		3,654	$	630,315
S&P 500 Index	Call	9/18/15	USD 2,190.00		2,259		592,988
Euro Dollar 90-day	Put	8/14/15	USD 98.63		82		513
Euro Dollar 90-day	Put	9/11/15	USD 98.50		113		2,119
Total						$	1,225,935

      Centrally Cleared Interest Rate Swaps

Fixed Rate	Floating Rate	Clearinghouse	Expiration Date	Notional Amount (000)		Unrealized Appreciation (Depreciation)
1.54%1	6-month GBP LIBOR	Chicago Mercantile	8/15/17	GBP	5,450	$	(106,199	)
1.55%1	6-month GBP LIBOR	Chicago Mercantile	9/04/17	GBP	1,000		(20,081	)
1.45%2	6-month GBP LIBOR	Chicago Mercantile	9/08/17	GBP	2,803		40,540
1.98%1	6-month GBP LIBOR	Chicago Mercantile	9/05/19	GBP	510		(18,268	)
Total						$	(104,008	)

¹  Fund pays the fixed rate and receives the floating rate.

²  Fund pays the floating rate and receives the fixed rate.

      Centrally Cleared Credit Default Swaps — Sold Protection

Index	Receive Fixed Rate			Clearinghouse	Expiration Date	Credit Rating1	Notional Amount (000)2			Unrealized Appreciation
CDX.NA.HY Series 24 Version 2		5.00	%	Chicago Mercantile	6/20/20	B+		USD	189,313	$	719,641

¹  Using S&P’s rating of the issuer or the underlying securities of the index, as applicable.

²  The maximum potential amount the Fund may pay should a negative credit event take place as defined under the terms of the agreement.

      OTC Credit Default Swaps — Buy Protection

Issuer	Pay Fixed Rate			Counterparty	Expiration Date	Notional Amount (000)			Value			Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Peoples Republic of China		1.00	%	Barclays Bank PLC	3/20/19		USD	5,000	$	(60,243	)	$	(14,465	)	$	(45,778	)
Peoples Republic of China		1.00	%	Barclays Bank PLC	3/20/19		USD	3,500		(42,169	)		(12,552	)		(29,617	)
Federative Republic of Brazil		1.00	%	HSBC Bank USA N.A.	9/20/20		USD	970		80,855			73,455			7,400
Total									$	(21,557	)	$	46,438		$	(67,995	)

See Notes to Financial Statements.

74 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

      OTC Credit Default Swaps - Sold Protection

Issuer	Receive Fixed Rate	Counterparty	Expiration Date	Credit Rating1		Notional Amount (000)2		Value			Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Federative Republic of Brazil	1.00%	Deutsche Bank AG	6/20/17		BBB-	USD	4,795	$	(61,384	)	$	(48,754	)	$	(12,630	)
United Mexican States	1.00%	HSBC Bank USA N.A.	9/20/20		BBB+	USD	910		(13,092	)		(13,704	)		612
Vougeot Bidco PLC	5.00%	Citibank N.A.	9/20/20		B	EUR	580		61,508			61,304			204
Total								$	(12,968	)	$	(1,154	)	$	(11,814	)

¹  Using S&P’s rating of the issuer or the underlying securities of the index, as applicable.

²  The maximum potential amount the Fund may pay should a negative credit event take place as defined under the terms of the agreement.

      OTC Interest Rate Swaps

Fixed Rate	Floating Rate	Counterparty	Expiration Date	Notional Amount (000)		Value			Premiums Received		Unrealized Appreciation (Depreciation)
1.81%1	6-month PLN WIBOR	Bank of America N.A.	3/09/18	PLN	6,983	$	1,824			—	$	1,824
1.84%1	6-month PLN WIBOR	Morgan Stanley Capital Services LLC	3/09/18	PLN	5,067		147			—		147
1.76%1	6-month PLN WIBOR	Goldman Sachs International	3/23/18	PLN	1,658		1,225			—		1,225
1.76%1	6-month PLN WIBOR	JPMorgan Chase Bank N.A.	3/23/18	PLN	1,492		975			—		975
2.25%1	6-month PLN WIBOR	Deutsche Bank AG	6/19/18	PLN	4,215		(10,905	)		—		(10,905	)
3.02%2	6-month PLN WIBOR	Deutsche Bank AG	6/19/25	PLN	1,405		11,580			—		11,580
Total						$	4,846			—	$	4,846

¹  Fund pays the fixed rate and receives the floating rate.

²  Fund pays the floating rate and receives the fixed rate.

      Derivative Financial Instruments Categorized by Risk Exposure

The following is a summary of the Fund’s derivative financial instruments categorized by risk exposure. For information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

As of July 31, 2015, the fair values of derivative financial instruments were as follows:

	Statements of Assets and Liabilities Location	Commodity Contracts	Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Total
Derivative Financial Instruments - Assets
Financial futures contracts	Net unrealized appreciation1	—		—	$	20,279	$	5,895,038	$	5,415,299	$	11,330,616
Forward foreign currency exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts	—		—		—		3,120,004		—		3,120,004
Options purchased	Investments at value — unaffiliated2;	—		—		1,223,303		—		2,632		1,225,935
Swaps - Centrally cleared	Net unrealized appreciation1	—	$	719,641		—		—		40,540		760,181
	Unrealized appreciation on OTC swaps;
Swaps - OTC	Swap premiums paid	—		142,975		—		—		15,751		158,726
Total		—	$	862,616	$	1,243,582	$	9,015,042	$	5,474,222	$	16,595,462

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 75

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

	Statements of Assets and Liabilities Location	Commodity Contracts	Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts		Total
Derivative Financial Instruments - Liabilities
Financial futures contracts	Net unrealized depreciation1	—		—	$	11,545,648		—	$	2,112,779	$	13,658,427
Forward foreign currency exchange contracts	Unrealized depreciation on forward foreign currency exchange contracts	—		—		—	$	879,576		—		879,576
Swaps - Centrally cleared	Net unrealized depreciation1	—		—		—		—		144,548		144,548
	Unrealized depreciation on OTC swaps;
Swaps - OTC	Swap premiums paid	—	$	177,500		—		—		10,905		188,405
Total		—	$	177,500	$	11,545,648	$	879,576	$	2,268,232	$	14,870,956

¹  Includes cumulative appreciation (depreciation) on financial futures contracts and centrally cleared swaps, if any, as reported in the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

²  Includes options purchased at value as reported in the Schedules of Investments.

For the year ended July 31, 2015, the effect of derivative financial instruments in the Statements of Operations was as follow:

	Commodity Contracts	Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Total
Net Realized Gain (Loss) from:
Financial futures contracts	—		—	$	(108,922,047	)	$	70,748,921		$	4,237,305		$	(33,935,821	)
Foreign currency transactions	—		—		—			41,478,374			—			41,478,374
Options3	—		—		(6,954,346	)		—			(29,803	)		(6,984,149	)
Swaps	—	$	6,065,776		—			—			(92,626	)		5,973,150
Total	$—	$	6,065,776	$	(115,876,393	)	$	112,227,295		$	4,114,876		$	6,531,554
	Commodity Contracts	Credit Contracts		Equity Contracts			Foreign Currency Exchange Contracts			Interest Rate Contracts			Total
Net Change in Unrealized Appreciation (Depreciation) on:
Financial futures contracts	—		—	$	(268,904	)	$	5,895,038		$	(7,791,937	)	$	(2,165,803	)
Foreign currency transactions	—		—		—			(37,947	)		—			(37,947	)
Options4	—		—		(12,280,658	)		—			(28,594	)		(12,309,252	)
Swaps	—	$	518,236		—			—			(99,278	)		418,958
Total	$—	$	518,236	$	(12,549,562	)	$	5,857,091		$	(7,919,809	)	$	(14,094,044	)

For the year ended July 31, 2015, the average quarterly balances of outstanding derivative financial instruments were as follows:

Financial futures contracts:
Average notional value of contracts - long	$	392,051,138
Average notional value of contracts - short	$	1,733,226,212
Forward foreign currency exchange contracts:
Average amounts purchased - in USD	$	399,626,941
Average amounts sold - in USD	$	11,602,448
Options:
Average value of option contracts purchased	$	1,905,132
Credit default swaps:
Average notional value - buy protection	$	8,742,500
Average notional value - sell protection	$	249,664,243
Interest rate swaps:
Average notional value - pays fixed rate	$	14,759,079
Average notional value - receives fixed rate	$	4,439,547

See Notes to Financial Statements.

76 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

      Derivative Financial Instruments - Offsetting as of July 31, 2015

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

	Assets			Liabilities
Derivative Financial Instruments:
Financial futures contracts	$	3,147,572		$	1,757,223
Forward foreign currency exchange contracts		3,120,004			879,576
Options		1,225,935	1		—
Swaps - Centrally cleared		173,749			—
Swaps – OTC2		158,726			188,405
Total derivative assets and liabilities in the Statements of Assets and Liabilities	$	7,825,986		$	2,825,204
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)		(4,547,256	)		(1,757,223	)
Total derivative assets and liabilities subject to an MNA	$	3,278,730		$	1,067,981

¹  Includes options purchased at value which is included in Investments at value - unaffiliated in the Statements of Assets and Liabilities and reported in the Schedule of Investments.

²  Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums paid/received in the Statements of Assets and Liabilities.

	Gross Amounts Not Offset in the Statements of Assets and Liabilities and Subject to an MNA
Counterparty	Derivative Assets Subject to an MNA by Counterparty		Derivatives Available for Offset1			Non-cash Collateral Received	Cash Collateral Received			Net Amount of Derivative Assets2
Bank of America N.A.	$	42,608	$	(6,878	)	—		—		$	35,730
Barclays Bank PLC		27,887		(27,887	)	—		—			—
Citibank N.A.		63,288		(398	)	—		—			62,890
Commonwealth Bank of Australia		408		—		—		—			408
Deutsche Bank AG		11,580		(11,580	)	—		—			—
Goldman Sachs International		272,296		(11,068	)	—	$	(100,000	)		161,228
HSBC Bank PLC		277,921		(68,432	)	—		—			209,489
HSBC Bank USA N.A.		81,467		(13,704	)	—		—			67,763
JPMorgan Chase Bank N.A.		5,039		(5,039	)	—		—			—
Morgan Stanley Capital Services LLC		147		—		—		—			147
Royal Bank of Canada		9,358		—		—		—			9,358
Royal Bank of Scotland PLC		5,241		(5,241	)	—		—			—
Standard Chartered Bank		1,227		(1,227	)	—		—			—
UBS AG		806,376		—		—		—			806,376
Westpac Banking Corp.		1,673,887		—		—		—			1,673,887
Total	$	3,278,730	$	(151,454	)	—	$	(100,000	)	$	3,027,276
Counterparty	Derivative Liabilities Subject to an MNA by Counterparty		Derivatives Available for Offset1			Non-cash Collateral Pledged	Cash Collateral Pledged			Net Amount of Derivative Liabilities3
Bank of America N.A.	$	6,878	$	(6,878	)	—		—			—
The Bank of New York Mellon		848		—		—		—		$	848
Barclays Bank PLC		102,412		(27,887	)	—		—			74,525
Citibank N.A.		398		(398	)	—		—			—
Deutsche Bank AG		819,273		(11,580	)	—		—			807,693
Goldman Sachs International		11,068		(11,068	)	—		—			—
HSBC Bank PLC		68,432		(68,432	)	—		—			—
HSBC Bank USA N.A.		13,704		(13,704	)	—		—			—
JPMorgan Chase Bank N.A.		14,956		(5,039	)	—		—			9,917
Morgan Stanley & Co. International PLC		6,238		—		—		—			6,238
Royal Bank of Scotland PLC		21,701		(5,241	)	—		—			16,460
Standard Chartered Bank		2,073		(1,227	)	—		—			846
Total	$	1,067,981	$	(151,454	)	—		—		$	916,527

¹  The amount of derivatives available for offset is limited to the amount of assets and/or liabilities that are subject to an MNA.

²  Net amount represents the net amount receivable from the counterparty in the event of default.

³  Net amount represents the net amount payable due to the counterparty in the event of default.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 77

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

      Fair Value Hierarchy as of July 31, 2015

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

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

	Level 1				Level 2				Level 3			Total
Assets:
Investments:
Long-Term Investments:1
Asset-Backed Securities			—			$	772,638,483			$	202,515,672		$	975,154,155
Common Stocks		$	1,548,109,137				1,309,153,813				976,332			2,858,239,282
Corporate Bonds			—				2,624,349,719				—			2,624,349,719
Floating Rate Loan Interests			—				242,876,779				62,156,053			305,032,832
Foreign Government Obligations			—				223,220,154				—			223,220,154
Investment Companies			928,840,109				—				—			928,840,109
Non-Agency Mortgage-Backed Securities			—				1,227,103,893				105,836,884			1,332,940,777
Other Interests			—				—				0			0
Participation Notes			—				2,190,898				—			2,190,898
Preferred Securities			119,241,625				743,791,249				1,833,459			864,866,333
U.S. Government Sponsored Agency Securities			—				73,008,413				—			73,008,413
Taxable Municipal Bonds			—				2,366,410				—			2,366,410
U.S. Treasury Obligations			—				31,132,245				—			31,132,245
Options Purchased:
Equity Contracts			1,223,303				—				—			1,223,303
Interest Rate Contracts			2,632				—				—			2,632
Short-Term Securities:
Equity-Linked Notes1			—				1,693,291,045				—			1,693,291,045
Money Market Funds			305,905,303				583,954,301				—			889,859,604
U.S. Treasury Obligations			—				19,951,700				—			19,951,700
Total		$	2,903,322,109			$	9,549,029,102			$	373,318,400		$	12,825,669,611
1     See above Schedule of Investments for values in each industry.
	Level 1				Level 2				Level 3			Total
Derivative Financial Instruments1
Assets:
Credit contracts			—			$	727,857				—		$	727,857
Equity contracts		$	20,279				—				—			20,279
Foreign currency exchange contracts			5,895,038				3,120,004				—			9,015,042
Interest rate contracts			5,415,299				56,291				—			5,471,590
Liabilities:
Credit contracts			—				(88,025	)			—			(88,025	)
Equity contracts			(11,545,648	)			—				—			(11,545,648	)
Foreign currency exchange contracts			—				(879,576	)			—			(879,576	)
Interest rate contracts			(2,112,779	)			(155,453	)			—			(2,268,232	)
Total		$	(2,327,811	)		$	2,781,098				—		$	453,287

¹  Derivative financial instruments are swaps, financial futures contracts and foreign currency exchange contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

See Notes to Financial Statements.

78 BLACKROCK FUNDS II JULY 31, 2015

Schedule of Investments (continued) BlackRock Multi-Asset Income Portfolio

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial reporting purposes. As of July 31, 2015, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:

	Level 1		Level 2			Level 3		Total
Assets:
Cash	$	35,753,521		—			—	$	35,753,521
Cash pledged for centrally cleared swaps		9,954,250		—			—		9,954,250
Cash pledged for financial futures contracts		43,159,120		—			—		43,159,120
Foreign currency at value		3,305,449		—			—		3,305,449
Liabilities:
Cash received as collateral for OTC derivatives		—	$	(100,000	)		—		(100,000	)
Collateral on securities loaned at value		—		(583,954,301	)		—		(583,954,301	)
Total	$	92,172,340	$	(584,054,301	)		—	$	(491,881,961	)
Transfers between Level 1 and Level 2 were as follows:
	Transfers into Level 1		Transfers out of Level 11			Transfers into Level 21		Transfers out of Level 2
Assets:
Long-Term Investments:
Common Stocks:
Banks		—	$	(10,506,143	)	$	10,506,143		—
Commercial Services & Supplies		—		(2,027,882	)		2,027,882		—
Construction & Engineering		—		(11,207,325	)		11,207,325		—
Construction Materials		—		(1,660,903	)		1,660,903		—
Diversified Telecommunication Services		—		(6,722,701	)		6,722,701		—
Electric Utilities		—		(8,856,524	)		8,856,524		—
Electronic Equipment, Instruments & Components		—		(7,196,946	)		7,196,946		—
Food Products		—		(38,078,207	)		38,078,207		—
Health Care Providers & Services		—		(4,293,205	)		4,293,205		—
Industrial Conglomerates		—		(3,046,290	)		3,046,290		—
Insurance		—		(27,004,945	)		27,004,945		—
Media		—		(19,936,915	)		19,936,915		—
Metals & Mining		—		(7,076,851	)		7,076,851		—
Oil, Gas & Consumable Fuels		—		(14,428,375	)		14,428,375		—
Pharmaceuticals		—		(120,767,068	)		120,767,068		—
Real Estate Investment Trusts (REITs)		—		(21,098,131	)		21,098,131		—
Semiconductors & Semiconductor Equipment		—		(1,431,314	)		1,431,314		—
Specialty Retail		—		(17,057,953	)		17,057,953		—
Tobacco		—		(103,514,720	)		103,514,720		—
Transportation Infrastructure		—		(17,393,384	)		17,393,384		—
Wireless Telecommunication Services		—		(12,410,310	)		12,410,310		—
Total		—	$	(455,716,092	)	$	455,716,092		—

¹  External pricing service used to reflect any significant market movements between the time the Fund valued such foreign securities and the earlier closing of foreign markets.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 79

Schedule of Investments (concluded) BlackRock Multi-Asset Income Portfolio

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

	Asset- Backed Securities			Common Stocks			Corporate Bonds			Floating Rate Loan Interests			Non- Agency Mortgage- Backed Securities			Other Interests			Preferred Securities		Total
Assets:
Opening Balance, as of July 31, 2014	$	16,666,718			—		$	1,466,351		$	33,294,775		$	32,782,055			—			—	$	84,209,899
Transfers into Level 31		7,103,762			—			—			1,027,712			—			—		$	1,816,903		9,948,377
Transfers out of Level 32		(8,239,205	)		—			—			(473,329	)		(28,429,795	)		—			—		(37,142,329	)
Accrued discounts/premiums		88,908			—			—			(10,289	)		57,722			—			—		136,341
Net realized gain (loss)		(58,669	)	$	(529,414	)		18,318			(183,876	)		(10,330	)		—			—		(763,971	)
Net change in unrealized appreciation/depreciation3,4		376,497			(368,126	)		(863	)		(396,692	)		(157,340	)	$	(22	)		16,556		(529,990	)
Purchases		198,174,242			2,901,498			—			45,730,041			112,871,122			22			—		359,676,925
Sales		(11,596,581	)		(1,027,626	)		(1,483,806	)		(16,832,289	)		(11,276,550	)		—			—		(42,216,852	)
Closing Balance, as of July 31, 2015	$	202,515,672		$	976,332			—		$	62,156,053		$	105,836,884			—		$	1,833,459	$	373,318,400
Net change in unrealized appreciation/depreciation on investments still held at July 31, 20153	$	431,740		$	(368,126	)		—		$	(129,612	)	$	153,918		$	(22	)	$	16,556	$	104,454

¹  As of July 31, 2014, the Fund used observable inputs in determining the value of certain investments. As of July 31, 2015, the Fund used significant unobservable inputs in determining the value of the same investments. As a result, investments with a beginning of period value of $9,948,377 transferred from Level 2 to Level 3 in the disclosure hierarchy.

²  As of July 31, 2014, the Fund used significant unobservable inputs in determining the value of certain investments. As of July 31, 2015, the Fund used observable inputs in determining the value of the same investments. As a result, investments with a beginning of period value of $371,142,330, transferred from Level 3 to Level 2 in the disclosure hierarchy.

³  Included in the related net change in unrealized appreciation/depreciation in the Statements of Operations.

⁴  Any difference between net change in unrealized appreciation/depreciation and net change in unrealized appreciation/depreciation on investments still held at July 31, 2015, is generally due to investments no longer held or categorized as Level 3 at period end.

The Fund’s investments that are categorized as Level 3 were valued utilizing third party pricing information without adjustment. Such valuations are based on unobservable inputs. A significant change in third party information could result in a significantly lower or higher value of such Level 3 investments.

See Notes to Financial Statements.

80 BLACKROCK FUNDS II JULY 31, 2015

Statements of Assets and Liabilities

July 31, 2015	BlackRock Dynamic High Income Portfolio			BlackRock Multi-Asset Income Portfolio
Assets
Investments at value — unaffiliated1,2	$	144,697,784		$	11,293,269,030
Investments at value — affiliated3		23,985,610			1,532,400,581
Cash		1,228,803			35,753,521
Cash pledged:
Financial futures contracts		1,944,100			43,159,120
Centrally cleared swaps		—			9,954,250
Foreign currency at value4		9,375			3,305,449
Receivables:
Investments sold		1,029,043			54,484,245
Securities lending income — affiliated		3,272			768,765
Capital shares sold		1,433,131			58,211,476
Dividends — unaffiliated		208,954			13,201,640
Dividends — affiliated		16,955			30,374
Interest — unaffiliated		760,603			61,247,808
From the Manager		—			1,956,187
Swap premiums paid		—			134,759
Unrealized appreciation on forward foreign currency exchange contracts		6,113			3,120,004
Unrealized appreciation on OTC swaps		—			23,967
Variation margin receivable on financial futures contracts		126,336			3,147,572
Variation margin receivable on centrally cleared swaps		—			173,749
Deferred offering costs		66,753			—
Prepaid expenses		24,637			379,351
Total assets		175,541,469			13,114,721,848
Liabilities
Cash received as collateral for OTC derivatives		—			100,000
Collateral on securities loaned at value		1,456,614			583,954,301
Payables:
Investments purchased		9,997,021			371,472,336
Capital shares redeemed		667,406			39,236,827
Income dividends		596,287			11,758,095
Investment advisory fees		56,033			4,700,248
Offering costs		108,204			—
Officer’s and Trustees’ fees		4,446			15,563
Other accrued expenses		67,913			2,868,995
Swaps		—			65,220
Other affiliates		6,078			327,682
Service and distribution fees		14,822			3,309,996
Deferred foreign capital gain tax		—			297,208
Swap premiums received		—			89,475
Unrealized depreciation on forward foreign currency exchange contracts		—			879,576
Unrealized depreciation on OTC swaps		—			98,930
Variation margin payable on financial futures contracts		46,408			1,757,223
Total liabilities		13,021,232			1,020,931,675
Net Assets	$	162,520,237		$	12,093,790,173
Net Assets Consist of
Paid-in capital	$	166,486,348		$	12,241,757,741
Undistributed net investment income		324,548			40,294,564
Accumulated net realized loss		(2,029,868	)		(235,663,152	)
Net unrealized appreciation (depreciation)		(2,260,791	)		47,401,020
Net Assets	$	162,520,237		$	12,093,790,173
1       Investments at cost — unaffiliated	$	147,431,885		$	11,235,574,602
2       Securities loaned at value	$	1,416,185		$	569,844,875
3       Investments at cost — affiliated	$	24,022,536		$	1,542,432,510
4       Foreign currency at cost	$	9,369		$	3,301,569

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 81

Statements of Assets and Liabilities (concluded)

July 31, 2015	BlackRock Dynamic High Income Portfolio		BlackRock Multi-Asset Income Portfolio
Net Asset Value
Institutional
Net assets	$	127,434,122	$	5,405,266,881
Shares outstanding1		12,844,371		489,050,303
Net asset value	$	9.92	$	11.05
Investor A
Net assets	$	19,260,210	$	3,587,414,895
Shares outstanding1		1,940,596		324,933,296
Net asset value	$	9.92	$	11.04
Investor C
Net assets	$	15,825,905	$	3,101,108,397
Shares outstanding1		1,596,311		281,236,437
Net asset value	$	9.91	$	11.03

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

See Notes to Financial Statements.

82 BLACKROCK FUNDS II JULY 31, 2015

Statements of Operations

Year Ended July 31, 2015	BlackRock Dynamic High Income Portfolio1			BlackRock Multi-Asset Income Portfolio
Investment Income
Interest — unaffiliated	$	1,327,354		$	216,592,525
Interest — affiliated		—			108,961
Dividends — unaffiliated		2,945,594			346,934,487
Dividends — affiliated		120,265			31,924,862
Securities lending — affiliated — net		5,129			3,889,530
Other income — affiliated		—			3,121
Foreign taxes withheld		(6,240	)		(5,203,693	)
Total income		4,392,102			594,249,793
Expenses
Investment advisory		486,156			54,360,734
Organization and offering		381,745			—
Professional		84,393			367,900
Service and distribution — class specific		42,535			34,953,955
Administration		26,125			4,477,226
Printing		22,185			263,549
Accounting services		20,437			1,016,438
Custodian		19,383			652,499
Officer and Trustees		16,579			167,369
Administration — class specific		11,631			1,698,992
Registration		10,604			1,352,132
Transfer agent — class specific		8,065			7,667,729
Miscellaneous		15,922			266,469
Total expenses		1,145,760			107,244,992
Less fees waived by the Manager		(250,467	)		(5,133,492	)
Less administration fees waived		(5,875	)		—
Less administration fees waived — class specific		(9,466	)		(1,698,980	)
Less transfer agent fees waived — class specific		(7	)		(83,914	)
Less transfer agent fees reimbursed — class specific		(6,225	)		(7,405,027	)
Less expenses reimbursed by the Manager		(222,684	)		—
Less accounting services fees waived		(8,064	)		—
Total expenses after fees waived and/or reimbursed		642,972			92,923,579
Net investment income		3,749,130			501,326,214
Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments — unaffiliated		(2,104,611	)		(174,580,388	)2
Investments — affiliated		(123,012	)		(13,323,892	)
Financial futures contracts		159,007			(33,935,821	)
Swaps		12,304			5,973,150
Foreign currency transactions		4,050			43,880,202
		(2,052,262	)		(171,986,749	)
Net change in unrealized appreciation (depreciation) on:
Investments — unaffiliated		(2,734,101	)		(161,571,383	)
Investments — affiliated		(36,926	)		(12,210,493	)
Financial futures contracts		504,787			(2,165,803	)
Swaps		—			418,958
Foreign currency translations		5,449			(874,979	)
		(2,260,791	)		(176,403,700	)
Net realized and unrealized loss		(4,313,053	)		(348,390,449	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(563,923	)	$	152,935,765

¹  For the period November 3, 2014 (commencement of operations) to July 31, 2015.

²  Includes a payment by an affiliate of $490,339 to compensate for trade processing errors.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 83

Statements of Changes in Net Assets

	BlackRock Dynamic High Income  Portfolio			BlackRock Multi-Asset Income Portfolio
	Period November 3, 20141 to July 31, 2015			Year Ended July 31,
Increase (Decrease) in Net Assets:				2015			2014
Operations
Net investment income	$	3,749,130		$	501,326,214		$	309,676,617
Net realized gain (loss)		(2,052,262	)		(171,986,749	)		11,778,159
Net change in unrealized appreciation (depreciation)		(2,260,791	)		(176,403,700	)		192,728,487
Net increase (decrease) in net assets resulting from operations		(563,923	)		152,935,765			514,183,263
Distributions to Shareholders From2
Net investment income:
Institutional		(3,150,855	)		(250,706,050	)		(133,510,723	)
Investor A		(240,709	)		(151,773,564	)		(95,454,423	)
Investor C		(189,332	)		(117,217,424	)		(71,046,776	)
Net realized gain:
Institutional		—			(10,760,675	)		(3,941,008	)
Investor A		—			(6,758,911	)		(3,123,115	)
Investor C		—			(6,273,463	)		(2,739,819	)
Decrease in net assets resulting from distributions to shareholders		(3,580,896	)		(543,490,087	)		(309,815,864	)
Capital Share Transactions
Net increase in net assets derived from capital share transactions		166,665,056			3,914,038,986			4,151,640,973
Net Assets
Total increase in net assets		162,520,237			3,523,484,664			4,356,008,372
Beginning of period		—			8,570,305,509			4,214,297,137
End of period	$	162,520,237		$	12,093,790,173		$	8,570,305,509
Undistributed net investment income, end of period	$	324,548		$	40,294,564		$	13,219,972

¹  Commencement of operations.

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

See Notes to Financial Statements.

84 BLACKROCK FUNDS II JULY 31, 2015

Financial Highlights BlackRock Dynamic High Income Portfolio

	Period November 3,  20141 to July 31, 2015
	Institutional			Investor A			Investor C
Per Share Operating Performance
Net asset value, beginning of period	$	10.00		$	10.00		$	10.00
Net investment income2		0.49			0.50			0.44
Net realized and unrealized loss		(0.13	)		(0.16	)		(0.16	)
Net increase from investment operations		0.36			0.34			0.28
Distributions from net investment income3		(0.44	)		(0.42	)		(0.37	)
Net asset value, end of period	$	9.92		$	9.92		$	9.91
Total Returns4,5
Based on net asset value		3.67	%		3.48	%		2.84	%
Ratios to Average Net Assets6
Total expenses7,8		1.88	%		1.63	%		2.35	%
Total expenses after fees waived and/or reimbursed8		1.04	%		1.27	%		1.98	%
Net investment income8		6.52	%		6.64	%		5.76	%
Supplemental Data
Net assets, end of period (000)	$	127,434		$	19,260		$	15,826
Portfolio turnover rate including equity-linked notes		153	%		153	%		153	%
Portfolio turnover rate excluding equity-linked notes		43	%		43	%		43	%

¹ Commencement of operations.

²  Based on average shares outstanding.

³  Distributions for annual periods determined in accordance with federal income tax regulations.

⁴  Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions.

⁵  Aggregate total return.

⁶  Annualized.

⁷  Organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses for Institutional, Investor A and Investor C Shares would have been 1.98%, 1.63% and 2.35%, respectively.

⁸  Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.18%.

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 85

Financial Highlights BlackRock Multi-Asset Income Portfolio

	Institutional
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	11.45		$	11.03		$	10.54		$	10.13		$	9.26
Net investment income1		0.58			0.61			0.54			0.53			0.32
Net realized and unrealized gain (loss)		(0.36	)		0.42			0.48			0.28			0.90
Net increase from investment operations		0.22			1.03			1.02			0.81			1.22
Distributions from:2
Net investment income		(0.58	)		(0.59	)		(0.52	)		(0.40	)		(0.35	)
Net realized gain		(0.04	)		(0.02	)		(0.01	)		—			—
Total distributions		(0.62	)		(0.61	)		(0.53	)		(0.40	)		(0.35	)
Net asset value, end of year	$	11.05		$	11.45		$	11.03		$	10.54		$	10.13
Total Return3
Based on net asset value		1.94	%		9.52	%		9.82	%		8.22	%		13.36	%
Ratios to Average Net Assets
Total expenses4		0.68	%		0.70	%		0.77	%		0.85	%		2.62	%
Total expenses after fees waived and/or reimbursed4		0.55	%		0.55	%		0.55	%		0.55	%		0.55	%
Net investment income4		5.10	%		5.37	%		4.86	%		5.10	%		3.24	%
Supplemental Data
Net assets, end of year (000)		$5,405,267			$3,776,801			$1,624,573			$204,777			$2,848
Portfolio turnover rate including equity-linked notes		151	%		146	%		123	%		94	%		11	%
Portfolio turnover rate excluding equity-linked notes		60	%		74	%		113	%		97	%		11	%

¹  Based on average shares outstanding.

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

³  Where applicable, assumes the reinvestment of distributions.

⁴  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	0.04%	0.04%	0.04%	0.18%	0.25%

See Notes to Financial Statements.

86 BLACKROCK FUNDS II JULY 31, 2015

Financial Highlights (continued) BlackRock Multi-Asset Income Portfolio

	Investor A
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	11.44		$	11.01		$	10.53		$	10.13		$	9.25
Net investment income1		0.55			0.58			0.51			0.50			0.29
Net realized and unrealized gain (loss)		(0.36	)		0.43			0.47			0.28			0.91
Net increase from investment operations		0.19			1.01			0.98			0.78			1.20
Distributions from:2
Net investment income		(0.55	)		(0.56	)		(0.49	)		(0.38	)		(0.32	)
Net realized gain		(0.04	)		(0.02	)		(0.01	)		—			—
Total distributions		(0.59	)		(0.58	)		(0.50	)		(0.38	)		(0.32	)
Net asset value, end of year	$	11.04		$	11.44		$	11.01		$	10.53		$	10.13
Total Return3
Based on net asset value		1.68	%		9.35	%		9.45	%		7.89	%		13.16	%
Ratios to Average Net Assets
Total expenses4		0.94	%		0.95	%		1.02	%		1.12	%		2.90	%
Total expenses after fees waived and/or reimbursed4		0.80	%		0.80	%		0.80	%		0.80	%		0.80	%
Net investment income4		4.85	%		5.10	%		4.59	%		4.73	%		2.89	%
Supplemental Data
Net assets, end of year (000)	$	3,587,415		$	2,515,567		$	1,375,765		$	191,738		$	2,817
Portfolio turnover rate including equity-linked notes		151	%		146	%		123	%		94	%		11	%
Portfolio turnover rate excluding equity-linked notes		60	%		74	%		113	%		97	%		11	%

¹  Based on average shares outstanding.

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

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

⁴  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	0.04%	0.04%	0.04%	0.18%	0.25%

See Notes to Financial Statements.

BLACKROCK FUNDS II JULY 31, 2015 87

Financial Highlights (concluded) BlackRock Multi-Asset Income Portfolio

	Investor C
	Year Ended July 31,
	2015			2014			2013			2012			2011
Per Share Operating Performance
Net asset value, beginning of year	$	11.43		$	11.00		$	10.52		$	10.13		$	9.23
Net investment income1		0.46			0.49			0.42			0.42			0.22
Net realized and unrealized gain (loss)		(0.36	)		0.43			0.48			0.28			0.90
Net increase from investment operations		0.10			0.92			0.90			0.70			1.12
Distributions from:2
Net investment income		(0.46	)		(0.47	)		(0.41	)		(0.31	)		(0.22	)
Net realized gain		(0.04	)		(0.02	)		(0.01	)		—			—
Total distributions		(0.50	)		(0.49	)		(0.42	)		(0.31	)		(0.22	)
Net asset value, end of year	$	11.03		$	11.43		$	11.00		$	10.52		$	10.13
Total Return3
Based on net asset value		0.92	%		8.54	%		8.62	%		7.10	%		12.32	%
Ratios to Average Net Assets
Total expenses4		1.69	%		1.71	%		1.76	%		1.85	%5		3.69	%
Total expenses after fees waived and/or reimbursed4		1.55	%		1.55	%		1.55	%		1.55	%		1.55	%
Net investment income4		4.09	%		4.34	%		3.83	%		3.99	%		2.21	%
Supplemental Data
Net assets, end of year (000)	$	3,101,108		$	2,277,937		$	1,213,960		$	183,741		$	2,387
Portfolio turnover rate including equity-linked notes		151	%		146	%		123	%		94	%		11	%
Portfolio turnover rate excluding equity-linked notes		60	%		74	%		113	%		97	%		11	%

¹  Based on average shares outstanding.

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

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

⁴  Excludes expenses incurred indirectly as a result of investments in underlying funds as follows:

	Year Ended July 31,
	2015	2014	2013	2012	2011
Investments in underlying funds	0.04%	0.04%	0.04%	0.18%	0.25%

⁵  Includes recoupment of past waived fees. Excluding recoupment of past waived fees for the year ended July 31, 2012, the ratio would have been 1.84%.

See Notes to Financial Statements.

88 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements

1. Organization:

BlackRock Funds II (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. The following are referred to herein collectively as the “Funds” or individually, a “Fund”:

Fund Name	Herein Referred To As	Diversification Classification
BlackRock Dynamic High Income Portfolio	Dynamic High Income	Non-diversified
BlackRock Multi-Asset Income Portfolio	Multi-Asset Income	Non-diversified

Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional Shares are sold only to certain eligible investors. Investor A and Investor C Shares are generally available through financial intermediaries. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.

Share Class	Initial Sales Charge	CDSC	Conversion Privilege
Institutional Shares	No	No	None
Investor A Shares	Yes	No1	None
Investor C Shares	No	Yes	None

¹  Investor A Shares may be subject to a CDSC for certain redemptions where no initial sales charge was paid at the time of purchase.

The Funds, together with certain other registered investment companies advised by the Manager or its affiliates, are included in a complex of open-end funds referred to as the Equity-Bond Complex.

2. Significant Accounting Policies:

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

Foreign Currency: Each Fund’s books and records are maintained in U.S. dollars. Purchases and sales of investment securities are recorded at the rates of exchange prevailing on the respective date of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, each Fund’s investments denominated in that currency will lose value because that currency is worth fewer U.S. dollars; the opposite effect occurs if the U.S. dollar falls in relative value.

Each Fund does not isolate the portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of investments held or sold for financial reporting purposes. Accordingly, the effects of changes in foreign currency exchange rates on investments are not segregated in the Statements of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for federal income tax purposes. Each Fund has elected to treat realized gains (losses) from certain forward foreign currency exchange contracts as capital gain (loss) for federal income tax purposes.

Segregation and Collateralization: In cases where the Funds enter into certain investments (e.g., financial futures contracts, forward foreign currency exchange contracts and swaps) that would be treated as “senior securities” for 1940 Act purposes, the Funds may segregate or designate on their books and records cash or liquid assets having a market value at least equal to the amount of the Funds’ future obligations under such investments. Doing so allows the investment to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Funds are informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, some of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on the accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

BLACKROCK FUNDS II JULY 31, 2015 89

Notes to Financial Statements (continued)

Distributions: Distributions from net investment income are declared daily and paid monthly. Distributions of capital gains are recorded on the ex-dividend date. The character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.

Organization and Offering Costs: Upon commencement of operations, organization costs associated with the establishment of Dynamic High Income were expensed by the Fund and reimbursed by the Manager. The Manager reimbursed the Fund $194,324, which is included in expenses reimbursed by Manager in the Statements of Operations. Offering costs are amortized over a 12-month period beginning with the commencement of operations.

Recent Accounting Standard: In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings. It is effective for financial statements with fiscal years beginning on or after December 15, 2014 and for interim periods beginning after March 15, 2015. Management is evaluating the impact, if any, of this guidance on the Funds’ financial statement disclosures.

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

The Funds have an arrangement with the custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statements of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

3. Investment Valuation and Fair Value Measurements:

Investment Valuation Policies: The Funds’ investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds determine the fair values of their financial instruments using independent dealers or pricing services under policies approved by the Board of Trustees of the Trust (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Funds for all financial instruments.

Fair Value Inputs and Methodologies: The following methods (or “techniques”) and inputs are used to establish the fair value of each Fund’s assets and liabilities:

• Equity investments traded on a recognized securities exchange are valued at the official close price each day, if available. For equity investments traded on more than one exchange, the official close price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price. Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of business on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of business on the NYSE that may not be reflected in the computation of a Fund’s net assets.

• Bond investments are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more brokers or dealers as obtained from a pricing service. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measures. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.

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

90 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements (continued)

• Municipal investments (including commitments to purchase such investments on a “when-issued” basis) are valued on the basis of prices provided by dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments.

• Equity-Linked Notes are valued utilizing quotes received daily by the Funds’ pricing service or through brokers. The Funds’ pricing service utilizes models that incorporate a number of market data factors, such as historical and forecasted discrete dividend information and historical values of the underlying reference instruments.

• Participation notes are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services.

• Investments in open-end registered investment companies are valued at NAV each business day.

• The Funds value their investment in BlackRock Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments will follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act. The Funds may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day.

• Financial futures contracts traded on exchanges are valued at their last sale price.

• 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 business on the NYSE. Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of business on the NYSE. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available.

• Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day’s price will be used, unless it is determined that the prior day’s price no longer reflects the fair value of the option. Over-the-counter (“OTC”) options and options on swaps (“swaptions”) are valued by an independent pricing service using a mathematical model, which incorporates a number of market data factors, such as the trades and prices of the underlying instruments.

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

• Certain centrally cleared swaps are valued at the price determined by the relevant exchange or clearinghouse.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such instruments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant consistent with the principles of fair value measurement, which include the market approach, income approach and/or in the case of recent investments, the cost approach, as appropriate. The market approach generally consists of using comparable market transactions. The income approach generally is used to discount future cash flows to present value and is adjusted for liquidity as appropriate. These factors include but are not limited to: (i) attributes specific to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such investments, the fair values may differ from the values that would have been used had an active market existed. The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Funds’ pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

BLACKROCK FUNDS II JULY 31, 2015 91

Notes to Financial Statements (continued)

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

• Level 1 — unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Fund has the ability to access

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

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

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments are typically categorized as Level 3. The fair value hierarchy for each Fund’s investments and derivative financial instruments have been included in the Schedules of Investments.

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

4. Securities and Other Investments:

Asset-Backed and Mortgage-Backed Securities: Certain Funds may invest in asset-backed securities. Asset-backed securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in an underlying pool of assets, or as debt instruments, which are also known as collateralized obligations, and are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e., loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security subject to such a prepayment feature will have the effect of shortening the maturity of the security. In addition, the Funds may subsequently have to reinvest the proceeds at lower interest rates. If a Fund has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.

Certain Funds may purchase certain mortgage pass-through securities. There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury.

Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrower’s ability to repay its loans.

Collateralized Debt Obligations: The Funds may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”). CBOs and CLOs are types of asset-backed securities. A CDO is an entity that is backed by a diversified pool of debt securities (CBOs) or syndicated bank loans (CLOs). The cash flows of the CDO can be split into multiple segments, called “tranches,” which will vary in risk profile and yield. The riskiest segment is the subordinated or “equity” tranche. This tranche bears the greatest risk of

92 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements (continued)

defaults from the underlying assets in the CDO and serves to protect the other, more senior, tranches from default in all but the most severe circumstances. Since it is shielded from defaults by the more junior tranches, a “senior” tranche will typically have higher credit ratings and lower yields than their underlying securities, and often receive investment grade ratings from one or more of the nationally recognized rating agencies. Despite the protection from the more junior tranches, senior tranches can experience substantial losses due to actual defaults, increased sensitivity to future defaults and the disappearance of one or more protecting tranches as a result of changes in the credit profile of the underlying pool of assets.

Inflation-Indexed Bonds: Multi-Asset Income may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation rises or falls, the principal value of inflation-indexed bonds will be adjusted upward or downward, and consequently the interest payable on these securities (calculated with respect to a larger or smaller principal amount) will be increased or reduced, respectively. Any upward or downward adjustment in the principal amount of an inflation-indexed bond will be included as interest income in the Statements of Operations, even though investors do not receive their principal until maturity. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

Multiple Class Pass-Through Securities: The Funds may invest in multiple class pass-through securities, including collateralized mortgage obligations (“CMOs”) and commercial mortgage-backed securities. These multiple class securities may be issued by Ginnie Mae, U.S. Government agencies or instrumentalities or by trusts formed by private originators of, or investors in, mortgage loans. In general, CMOs are debt obligations of a legal entity that are collateralized by, and multiple class pass-through securities represent direct ownership interests in, a pool of residential or commercial mortgage loans or mortgage pass-through securities (the “Mortgage Assets”), the payments on which are used to make payments on the CMOs or multiple pass-through securities. Classes of CMOs include interest only (“IOs”), principal only (“POs”), planned amortization classes and targeted amortization classes. IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages, the cash flow from which has been separated into interest and principal components. IOs receive the interest portion of the cash flow while POs receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the principal is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slower than anticipated, the life of the PO is lengthened and the yield to maturity is reduced. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in IOs.

Stripped Mortgage-Backed Securities: The Funds may invest in stripped mortgage-backed securities issued by the U.S. Government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest (IOs) and principal (POs) distributions on a pool of Mortgage Assets. The Funds also may invest in stripped mortgage-backed securities that are privately issued.

Participation Notes: Multi-Asset Income may invest in participation notes (“P-Notes”). P-Notes are promissory notes issued by banks or broker-dealers that are designed to offer Multi-Asset Income a return measured by the change in the value of the underlying security or basket of securities (the “underlying security”) while not holding the actual shares of the underlying security. P-Notes are typically used to allow Multi-Asset Income to gain exposure to securities traded in foreign markets that may be restricted due to country-specific regulations. When the P-Note matures, the issuer will pay to, or receive from, Multi-Asset Income the difference between the value of the underlying security at the time of the purchase and the underlying security’s value at maturity of the P-Notes. Income received on P-Notes is recorded by Multi-Asset Income as dividend income in the Statements of Operations. An investment in a P-Note involves additional risks beyond the risks normally associated with a direct investment in the underlying security. While the holder of a P-Note is entitled to receive from the bank or broker-dealer any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as a direct owner of the underlying security. P-Notes are considered general unsecured contractual obligations of the bank or broker-dealer. Multi-Asset Income must rely on the creditworthiness of the issuer for its investment returns on the P-Notes and has no rights against the issuer of the underlying security. A P-Note may be more volatile and less liquid than other investments held by Multi-Asset Income since the P-Note generally is dependent on the liquidity in the local trading market for the underlying security.

Equity-Linked Notes: The Funds may invest in equity-linked notes to generate income and provide exposure to the performance of an underlying security, group of securities or exchange-traded funds (the “underlying reference instrument”). In an equity-linked note, the Funds purchase a note from a bank or broker-dealer and in return, the issuer provides for interest payments during the term of the note. At maturity or when the security is sold, each Fund will either settle by taking physical delivery of the underlying reference instrument or by receipt of a cash settlement amount equal to the value of the note at termination or maturity. The daily change in value is included in net change in unrealized appreciation/depreciation on investments in the Statements of Operations. Interest accruals are included in interest income in the Statements of Operations. The use of equity-linked notes involves the risk that the value of the note changes unfavorably due to movements in the value of the underlying reference instrument. Equity-linked notes are considered general unsecured contractual obligations of the bank or broker-dealer. The Funds must rely on the creditworthiness of the issuer for its investment returns.

BLACKROCK FUNDS II JULY 31, 2015 93

Notes to Financial Statements (continued)

Capital Trusts and Trust Preferred Securities: The Funds may invest in capital trusts and/or trust preferred securities. These securities are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The securities can be structured as either fixed or adjustable coupon securities that can have either a perpetual or stated maturity date. For trust preferred securities, the issuing bank or corporation will pay interest to the trust, which will then be distributed to holders of the trust preferred securities as a dividend. Dividends can be deferred without creating an event of default or acceleration, although maturity cannot take place unless all cumulative payment obligations have been met. The deferral of payments does not affect the purchase or sale of these securities in the open market. Payments on these securities are treated as interest rather than dividends for federal income tax purposes. These securities generally are rated below that of the issuing company’s senior debt securities and are freely callable at the issuer’s option.

Preferred Stock: The Funds may invest in preferred stock. Preferred stock has a preference over common stock in liquidation (and generally in receiving dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

Floating Rate Loan Interests: Multi-Asset Income may invest in floating rate loan interests. The floating rate loan interests held by Multi-Asset Income are typically issued to companies (the “borrower”) by banks, other financial institutions, and privately and publicly offered corporations (the “lender”). Floating rate loan interests are generally non-investment grade, often involve borrowers whose financial condition is troubled or uncertain and companies that are highly leveraged. Multi-Asset Income may invest in obligations of borrowers who are in bankruptcy proceedings. Floating rate loan interests may include fully funded term loans or revolving lines of credit. Floating rate loan interests are typically senior in the corporate capital structure of the borrower. Floating rate loan interests generally pay interest at rates that are periodically determined by reference to a base lending rate plus a premium. The base lending rates are generally the lending rate offered by one or more European banks, such as the London Interbank Offered Rate (“LIBOR”), the prime rate offered by one or more U.S. banks or the certificate of deposit rate. Floating rate loan interests may involve foreign borrowers, and investments may be denominated in foreign currencies. Multi-Asset Income considers these investments to be investments in debt securities for purposes of its investment policies.

When Multi-Asset Income purchases a floating rate loan interest, it may receive a facility fee and when it sells a floating rate loan interest, it may pay a facility fee. On an ongoing basis, Multi-Asset Income may receive a commitment fee based on the undrawn portion of the underlying line of credit amount of a floating rate loan interest. Facility and commitment fees are typically amortized to income over the term of the loan or term of the commitment, respectively. Consent and amendment fees are recorded to income as earned. Prepayment penalty fees, which may be received by Multi-Asset Income upon the prepayment of a floating rate loan interest by a borrower, are recorded as realized gains. Multi-Asset Income may invest in multiple series or tranches of a loan. A different series or tranche may have varying terms and carry different associated risks.

Floating rate loan interests are usually freely callable at the borrower’s option. Multi-Asset Income may invest in such loans in the form of participations in loans (“Participations”) or assignments (“Assignments”) of all or a portion of loans from third parties. Participations typically will result in Multi-Asset Income having a contractual relationship only with the lender, not with the borrower. Multi-Asset Income will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing Participations, Multi-Asset Income generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of offset against the borrower, and Multi-Asset Income may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, Multi-Asset Income will assume the credit risk of both the borrower and the lender that is selling the Participation. Multi-Asset Income’s investment in loan participation interests involves the risk of insolvency of the financial intermediaries who are parties to the transactions. In the event of the insolvency of the lender selling the Participation, Multi-Asset Income may be treated as a general creditor of the lender and may not benefit from any offset between the lender and the borrower. Assignments typically result in Multi-Asset Income having a direct contractual relationship with the borrower, and Multi-Asset Income may enforce compliance by the borrower with the terms of the loan agreement.

Certain Funds may also enter into bridge loan commitments (“commitments”). Bridge loan commitments may obligate the Funds to furnish temporary financing to a borrower until permanent financing can be arranged. As of July 31, 2015, the Funds had outstanding bridge loan commitments of $500,000 and $307,354,471 for Dynamic High Income and Multi-Asset Income, respectively. In connection with these commitments, the Funds earn a commitment fee, typically set as a percentage of the commitment amount. Such fee income, which is included in interest income in the Statements of Operations, is recognized ratably over the commitment period. Commitment fees received in advance and unrecognized are recorded in the Statements of Assets and Liabilities as deferred income.

94 BLACKROCK FUNDS II JULY 31, 2015

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Securities Lending: Certain Funds may lend their securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Funds collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by each Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral is returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of securities on loan, all of which were classified as common stocks in the Funds’ Schedules of Investments, and the value of the related collateral are shown separately in the Statements of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of July 31, 2015, any securities on loan were collateralized by cash. The cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedules of Investments.

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

As of July 31, 2015, the following tables are a summary of the Funds’ securities lending agreements by counterparty, which are subject to offset under an MSLA:

Dynamic High Income
Counterparty	Securities Loaned at Value		Cash Collateral Received1			Net Amount
Credit Suisse Securities (USA) LLC	$	1,243,365	$	(1,243,365	)	—
Merrill Lynch, Pierce, Fenner & Smith, Inc.		172,820		(172,820	)	—
Total	$	1,416,185	$	(1,416,185	)	—

Multi-Asset Income
Counterparty	Securities Loaned at Value		Cash Collateral Received1			Net Amount
Barclays Capital Inc.	$	72,825,554	$	(72,825,554	)	—
BNP Paribas S.A.		1,921,282		(1,921,282	)	—
Citigroup Global Markets, Inc.		759,400		(759,400	)	—
Credit Suisse Securities (USA) LLC		98,690,405		(98,690,405	)	—
Deutsche Bank Securities, Inc.		52,682,829		(52,682,829	)	—
Goldman Sachs & Co.		111,353,500		(111,353,500	)	—
JP Morgan Securities LLC		49,956,153		(49,956,153	)	—
Merrill Lynch, Pierce, Fenner & Smith, Inc.		1,924,992		(1,924,992	)	—
Morgan Stanley		37,138,457		(37,138,457	)	—
National Financial Services LLC		19,793,250		(19,793,250	)	—
SG Americas Securities LLC		30,148,180		(30,148,180	)	—
UBS Securities LLC		92,650,873		(92,650,873	)	—
Total	$	569,844,875	$	(569,844,875	)	—

¹  Collateral with a value of $1,456,614 and $583,391,201 has been received in connection with securities lending agreements for Dynamic High Income and Multi-Asset Income, respectively. Excess of collateral received from the individual counterparty is not shown for financial reporting purposes.

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

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Notes to Financial Statements (continued)

5. Derivative Financial Instruments:

The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage economically their exposure to certain risks such as credit risk, equity risk, interest rate risk or foreign currency exchange rate risk. These contracts may be transacted on an exchange or OTC.

Financial Futures Contracts: Certain Funds invest in long and/or short positions in financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in interest rates (interest rate risk), changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk). Financial futures contracts are agreements between such Fund and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and at a specified date. Depending on the terms of the particular contract, financial futures contracts are settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date.

Upon entering into a financial futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Securities deposited as initial margin are designated on the Schedules of Investments and cash deposited, if any, is recorded on the Statements of Assets and Liabilities as cash pledged for financial futures contracts. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin. Variation margin is recorded by the Funds as unrealized appreciation or depreciation and, if applicable, as a receivable or payable for variation margin in the Statements of Assets and Liabilities.

When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial futures contracts involves the risk of an imperfect correlation in the movements in the price of financial futures contracts, interest or foreign currency exchange rates and the underlying assets.

Forward Foreign Currency Exchange Contracts: Certain Funds enter into forward foreign currency exchange contracts as an economic hedge against either specific transactions or portfolio instruments or to obtain exposure to, or hedge exposure away from, foreign currencies (foreign currency exchange rate risk). A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a future date. Forward foreign currency exchange contracts, when used by the Funds, help to manage the overall exposure to the currencies in which some of the investments held by the Funds are denominated. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The contract is marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies.

Options: Certain Funds purchase and write call and put options to increase or decrease their exposure to underlying instruments (including equity risk) and/or, in the case of options written, to generate gains from options premiums. A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. When the Funds purchase (write) an option, an amount equal to the premium paid (received) by the Funds is reflected as an asset (liability). The amount of the asset (liability) is subsequently marked-to-market to reflect the current market value of the option purchased (written). When an instrument is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the instrument acquired or deducted from (or added to) the proceeds of the instrument sold. When an option expires (or the Funds enter into a closing transaction), the Funds realize a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premiums received or paid). When the Funds write a call option, such option is “covered,” meaning that the Funds hold the underlying instrument subject to being called by the option counterparty. When the Funds write a put option, such option is covered by cash in an amount sufficient to cover the obligation.

In purchasing and writing options, the Funds bear the risk of an unfavorable change in the value of the underlying instrument or the risk that the Funds may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Funds purchasing or selling a security when it otherwise would not, or at a price different from the current market value.

Swaps: Certain Funds enter into swap agreements in which the Funds and a counterparty agree either to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”). Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation).

96 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements (continued)

For OTC swaps, any upfront premiums paid are recorded as assets and any upfront fees received are recorded as liabilities and are shown as swap premiums paid and swap premiums received, respectively, in the Statements of Assets and Liabilities and amortized over the term of the OTC swap. Payments received or made by the Funds for OTC swaps are recorded in the Statements of Operations as realized gains or losses, respectively. When an OTC swap is terminated, the Funds will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and a Fund’s basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.

In a centrally cleared swap, immediately following execution of the swap agreement, the swap agreement is novated to a central counterparty (the “CCP”) and the Funds’ counterparty on the swap agreement becomes the CCP. The Funds are required to interface with the CCP through a broker. Upon entering into a centrally cleared swap, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated on the Schedules of Investments and cash deposited is recorded on the Statements of Assets and Liabilities as cash pledged for centrally cleared swaps. The daily change in valuation of centrally cleared swaps is recorded as a receivable or payable for variation margin in the Statements of Assets and Liabilities. Payments received from (paid to) the counterparty, including at termination, are recorded as realized gain (loss) in the Statements of Operations.

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

• Credit default swaps — The Funds enter into credit default swaps to manage their exposure to the market or certain sectors of the market, to reduce their risk exposure to defaults of corporate and/or sovereign issuers or to create exposure to corporate and/or sovereign issuers to which they are not otherwise exposed (credit risk). The Funds may either buy or sell (write) credit default swaps on single-name issuers (corporate or sovereign), a combination or basket of single-name issuers or traded indexes. Credit default swaps on single-name issuers are agreements in which the protection buyer pays fixed periodic payments to the seller in consideration for a guarantee from the protection seller to make a specific payment should a negative credit event take place with respect to the referenced entity (e.g., bankruptcy, failure to pay, obligation accelerators, repudiation, moratorium or restructuring). Credit default swaps on traded indexes are agreements in which the buyer pays fixed periodic payments to the seller in consideration for a guarantee from the seller to make a specific payment should a write-down, principal or interest shortfall or default of all or individual underlying securities included in the index occur. As a buyer, if an underlying credit event occurs, the Funds will either (i) receive from the seller an amount equal to the notional amount of the swap and deliver the referenced security or underlying securities comprising the index, or (ii) receive a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index. As a seller (writer), if an underlying credit event occurs, the Funds will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced security or underlying securities comprising the index or pay a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index.

• Interest rate swaps — The Funds enter into interest rate swaps to gain or reduce exposure to interest rates or to manage duration, the yield curve or interest rate risk by economically hedging the value of the fixed rate bonds, which may decrease when interest rates rise (interest rate risk). Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating, for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. In more complex swaps, the notional principal amount may decline (or amortize) over time.

Counterparty Credit Risk: 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.

A Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain less the value of any collateral held by such Fund. For OTC options purchased, each Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by such Fund should the counterparty fail to perform under the contracts. Options written by the Funds do not typically give rise to counterparty credit risk, as options written generally obligate the Funds, and not the counterparty, to perform, though the Fund may be exposed to counterparty credit risk with respect to options written to the extent the Fund deposits collateral with its counterparty to a written option.

With exchange-traded options purchased and futures and centrally cleared swaps, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Funds do not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange-traded futures and centrally cleared swaps with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate

BLACKROCK FUNDS II JULY 31, 2015 97

Notes to Financial Statements (continued)

amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

In order to better define its contractual rights and to secure rights that will help the Funds mitigate their counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its counterparties. An ISDA Master Agreement is a bilateral agreement between each Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, each Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. Bankruptcy or insolvency laws of a particular jurisdiction may restrict or prohibit the right of offset in bankruptcy, insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to terminate derivative contracts prior to maturity in the event a Fund’s net assets decline by a stated percentage or a Fund fails to meet the terms of their ISDA Master Agreements. The result would cause the Funds to accelerate payment of any net liability owed to the counterparty.

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

Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold (typically either $250,000 or $500,000) before a transfer is required, which is determined at the close of business of the Funds. Any additional required collateral is delivered to/pledged by the Funds on the next business day. Typically, the Funds and their counterparties are not permitted to sell, re-pledge or use the collateral they receive. To the extent amounts due to the Funds from their counterparties are not fully collateralized, the Funds bear the risk of loss from counterparty non-performance. Likewise, to the extent the Funds have delivered collateral to a counterparty and stand ready to perform under the terms of its agreement with such counterparty, the Funds bear the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral.

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.

6. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock Inc. (“BlackRock”) for 1940 Act purposes.

The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement with the Manager, the Funds’ investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory services. The Manager is responsible for the management of each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund. For such services, Multi-Asset Income pays the Manager a monthly fee based on a percentage of the Fund’s average daily net assets that is attributable to Multi-Asset Income’s direct investments in fixed income and equity securities and instruments, including ETFs advised by the Manager or other investment advisors, other investments, and cash and cash equivalents (including money market funds, whether advised by the Manager or other investment advisors) and excludes investments in other BlackRock equity and/or fixed income mutual funds, at the following annual rates:

Average Daily Net Assets	Investment Advisory Fee
First $1 Billion	0.600%
$1 Billion - $2 Billion	0.550%
$2 Billion - $3 Billion	0.525%
Greater than $3 Billion	0.500%

Dynamic High Income pays the Manager a monthly fee based on a percentage of Dynamic High Income’s average daily net assets, at the following annual rates:

Average Daily Net Assets	Investment Advisory Fee
First $1 Billion	0.85%
$1 Billion - $3 Billion	0.80%
$3 Billion - $5 Billion	0.77%
$5 Billion - $10 Billion	0.74%
Greater than $10 Billion	0.72%

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Notes to Financial Statements (continued)

The Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds. The Manager has contractually agreed to waive the management fee on assets estimated to be attributed to Dynamic High Income’s investments in other equity and fixed-income mutual funds managed by BlackRock or its affiliates. These amounts are included in fees waived by Manager in the Statements of Operations. For the period ended July 31, 2015, the Manager waived $2,990 and $295,702 for Dynamic High Income and Multi-Asset Income, respectively.

The Manager, with respect to each Fund, entered into sub-advisory agreements with BlackRock International Limited (“BIL”), BlackRock Asset Management North Asia Limited (“BNA”) and BlackRock (Singapore) Limited (“BSL”), each an affiliate of the Manager. The Manager pays BIL, BNA and BSL, for services they provide, a monthly fee that is a percentage of the investment advisory fees paid by each Fund to the Manager.

The Trust, on behalf of the Funds, entered into a Distribution Agreement and Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of each Fund as follows:

	Investor A	Investor C
Service Fee	0.25%	0.25%
Distribution Fee	—	0.75%

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

For the period ended July 31, 2015, the following table shows the class specific service and distribution fees borne directly by each class of each Fund:

	Investor A		Investor C		Total
Dynamic High Income	$	9,198	$	33,337	$	42,535
Multi-Asset Income	$	7,531,386	$	27,422,569	$	34,953,955

Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the year ended July 31, 2015, Multi-Asset Income paid $6,724 to affiliates of BlackRock in return for these services to Institutional shareholders, which are included in transfer agent — class specific in the Statements of Operations.

The Manager maintains a call center, which is responsible for providing certain shareholder services to the Funds, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. For the period ended July 31, 2015, each Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statements of Operations:

	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	4	$	1	$	2	$	7
Multi-Asset Income	$	15,281	$	33,888	$	34,745	$	83,914

For the period ended July 31, 2015, the following table shows the class specific transfer agent fees borne directly by each class of each Fund:

	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	6,532	$	306	$	1,227	$	8,065
Multi-Asset Income	$	3,332,622	$	2,302,163	$	2,032,944	$	7,667,729

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Notes to Financial Statements (continued)

Effective January 1, 2015, the Trust, on behalf of the Funds, 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 Funds. The administration fee, which is shown as administration in the Statements of Operations, is paid at the annual rates below.

Average Daily Net Assets	Administration Fee
First $500 Million	0.0425%
$500 Million - $1 Billion	0.0400%
$1 Billion - $2 Billion	0.0375%
$2 Billion - $4 Billion	0.0350%
$4 Billion - $13 Billion	0.0325%
Greater than $13 Billion	0.0300%

In addition, the Manager charges each of the share classes an administration fee, which is shown as administration — class specific in the Statements of Operations, at an annual rate of 0.02% of the average daily net assets of each respective class.

Prior to January 1, 2015, BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”) and the Manager acted as co-administrators for the Funds. For these services, the co-administrators received an administration fee computed daily and payable monthly to each administrator pursuant to separate fee arrangements, based on a percentage of the average daily net assets of each Fund. The combined administration fee, which is shown as administration in the Statements of Operations, was paid at the annual rates below. In addition, each of the share classes was charged an administration fee, which is shown as administration — class specific in the Statements of Operations, based on the following percentages of average daily net assets of each respective class:

Average Daily Net Assets	Administration Fee	Administration Fee — Class Specific
First $500 Million	0.075%	0.025%
$500 Million - $1 Billion	0.065%	0.015%
Greater than $1 Billion	0.055%	0.005%

For the period ended July 31, 2015, the Funds paid the following to the Manager in return for these services, which are included in administration and administration — class specific in the Statements of Operations:

Dynamic High Income	$	33,077
Multi-Asset Income	$	5,416,716

For the period ended July 31, 2015, the following table shows the class specific administration fees borne directly by each class of each Fund:

	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	10,227	$	736	$	668	$	11,631
Multi-Asset Income	$	745,400	$	498,449	$	455,143	$	1,698,992

BNYMIS and the Manager may have, at their discretion, voluntarily waived all or any portion of their administration fees for the Funds or a share class, which are included in administration fees waived — class specific in the Statements of Operations. The Manager waived $5,875 of its administration fees for Dynamic High Income, which are included in administration fees waived in the Statements of Operations.

For Dynamic High Income, 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. The expense limitation as a percentage of average daily net assets are as follows: 1.05% for Institutional, 1.30% for Investor A and 2.05% for Investor C. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to December 1, 2016, unless approved by the Board, including a majority of the Independent Trustees.

For Multi-Asset Income, 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. The expense limitation as a percentage of average daily net assets are as follows: 1.55% for Institutional, 1.80% for Investor A and 2.55% for Investor C. This agreement will automatically renew on December 1 of each year for an additional year until December 1, 2024, unless terminated earlier by the Board, including a majority of the Independent Trustees.

In addition, for Multi-Asset Income, 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. The expense limitation as a percentage of average daily net assets are as follows:

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Notes to Financial Statements (continued)

0.55% for Institutional, 0.80% for Investor A and 1.55% for Investor C. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to December 1, 2015, unless approved by the Board, including a majority of the Independent Trustees.

These amounts waived or reimbursed are included in fees waived by Manager, and shown as administration fees waived — class specific, transfer agent fees waived — class specific and transfer agent fees reimbursed — class specific, respectively, in the Statements of Operations. For the period ended July 31, 2015, the Manager waived $237,270 and $4,837,790 of investment advisory fees for Dynamic High Income and Multi-Asset Income, respectively, which is included in fees waived by Manager.

Class specific expense waivers or reimbursements are as follows:

Administration Fees Waived	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	8,979	$	292	$	195	$	9,466
Multi-Asset Income	$	745,395	$	498,445	$	455,140	$	1,698,980
Transfer Agent Fees Waived	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	5	$	1	$	1	$	7
Multi-Asset Income	$	15,281	$	33,888	$	34,745	$	83,914
Transfer Agent Fees Reimbursed	Institutional		Investor A		Investor C		Total
Dynamic High Income	$	5,725	$	50	$	450	$	6,225
Multi-Asset Income	$	3,311,912	$	2,197,414	$	1,895,701	$	7,405,027

If during the Funds’ fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver or reimbursement from the Manager, are less than the expense limit for that share class, the Manager is entitled to be reimbursed by such share class up to the lesser of (a) the amount of fees waived or expenses reimbursed during those prior two fiscal years under the agreement and (b) the amount by which the expense limit for that share class exceeds the operating expenses of the share class for the current fiscal year, provided that: (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 advisor or administrator. In the event the expense limit for a share class is changed subsequent to a fiscal year in which the Manager becomes entitled to reimbursement for fees waived or reimbursed, the amount available to reimburse the Manager shall be calculated by reference to the expense limit for that share class in effect at the time the Manager became entitled to receive such reimbursement, rather than the subsequently changed expense limit for that share class.

On July 31, 2015, the Fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

	Expires July 31,
		2016		2017
Dynamic High Income
Fund Level			$	271,505
Institutional		—	$	14,709
Investor A		—	$	343
Investor C		—	$	646
Multi-Asset Income
Fund Level	$	4,211,520	$	4,837,790
Institutional	$	2,004,090	$	4,072,588
Investor A	$	1,621,545	$	2,729,747
Investor C	$	1,442,220	$	2,385,586

The following Fund level and class specific waivers and/or reimbursements previously recorded by Multi-Asset Income, which were subject to recoupment by the Manager, expired on July 31, 2015:

Fund Level	Institutional	Investor A	Investor C
$2,650,183	$680,163	$625,368	$507,786

BLACKROCK FUNDS II JULY 31, 2015 101

Notes to Financial Statements (continued)

For the period ended July 31, 2015, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of Investor A Shares as follows:

Dynamic High Income	$	13,351
Multi-Asset Income	$	865,890

For the period ended July 31, 2015, affiliates received CDSCs as follows:

	Investor A		Investor C
Dynamic High Income		—	$	4,256
Multi-Asset Income	$	254,632	$	628,277

The U.S. Securities and Exchange Commission has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Funds, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Funds are responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment advisor to the private investment company will not charge any advisory fees with respect to shares purchased by the Funds.

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

Pursuant to a securities lending agreement effective January 1, 2015, each Fund retains 80% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

In addition, commencing the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in a calendar year exceeds a specified threshold, each Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income as follows: 85% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.

For the period February 1, 2014 through December 31, 2014, each Fund retained 75% (80% commencing on the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in the calendar year 2014 exceeded a specified threshold and for the remainder of that calendar year) of securities lending income, and this amount retained could never be less than 65% of the total of securities lending income plus the collateral investment expenses.

The share of securities lending income earned by each Fund is shown as securities lending — affiliated — net in the Statements of Operations. For the period ended July 31, 2015, each Fund paid BIM the following amounts for securities lending agent services:

Dynamic High Income	$	1,282
Multi-Asset Income	$	972,369

Multi-Asset Income recorded a payment from an affiliate to compensate for foregone securities lending revenue, which is shown as other income —affiliated in the Statements of Operations.

The Manager reimbursed Multi-Asset Income $490,339 to compensate for trade processing errors.

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

The Funds may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment advisor, common officers, or common trustees. For the year ended July 31, 2015, the purchase and sale transactions with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

	Purchases		Sales
Multi-Asset Income	$	8,268,282	$	18,521,969

102 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements (continued)

7. Purchases and Sales:

For the period ended July 31, 2015, purchases and sales of investments, excluding short-term securities, were as follows:

Purchases	Dynamic High Income		Multi-Asset Income
Non-U.S. Government Securities	$	141,428,376	$	9,145,679,413
U.S. Government Securities		—		122,087,454
Total Purchases	$	141,428,376	$	9,267,766,867
Sales	Dynamic High Income		Multi-Asset Income
Non-U.S. Government Securities	$	21,923,011	$	5,098,908,357
U.S. Government Securities		—		90,067,148
Total Sales	$	21,923,011	$	5,188,975,505

8. Income Tax Information:

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

The Funds file U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on Multi-Asset Income’s U.S. federal tax returns remains open for each of the four years ended July 31, 2015. The statutes of limitations on Dynamic High Income’s U.S. federal tax returns remains open for the period ended July 31, 2015. The statutes of limitations on the Funds’ state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds’ facts and circumstances and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of July 31, 2015, the following permanent differences attributable to the accounting for swap agreements, the classification of investments, foreign currency transactions, the sale of stock of passive foreign investment companies, non-deductible expenses, income recognized from investments in partnerships and the characterization of corporate actions were reclassified to the following accounts:

	Dynamic High Income			Multi-Asset Income
Paid-in capital	$	(178,708	)	$	297,080
Undistributed net investment income	$	156,314		$	45,445,416
Accumulated net realized loss	$	22,394		$	(45,742,496	)

The tax character of distributions paid was as follows:

	Dynamic High Income		Multi-Asset Income
Ordinary income
7/31/15	$	3,580,896	$	537,957,128
7/31/14		—	$	308,312,071
Long-term capital gains
7/31/15		—		5,532,959
7/31/14		—		1,503,793
Total
7/31/15	$	3,580,896	$	543,490,087
7/31/14		—	$	309,815,864

BLACKROCK FUNDS II JULY 31, 2015 103

Notes to Financial Statements (continued)

As of July 31, 2015, the tax components of accumulated losses were as follows:

	Dynamic High Income				Multi-Asset Income
Undistributed ordinary income		$	352,889			$	41,980,636
Capital loss carryforwards			(1,686,113	)			(228,718,529	)
Net unrealized gains (losses)1			(2,632,887	)			38,770,325
Total		$	(3,966,111	)		$	(147,967,568	)

¹  The difference between book-basis and tax-basis net unrealized gains (losses) were attributable primarily to the tax deferral of losses on wash sales and straddles, the accrual of income on securities in default, the realization for tax purposes of unrealized gains on investments in passive foreign investment companies, the realization for tax purposes of unrealized gains/losses on certain futures, options and foreign currency contracts, the timing and recognition of partnership income, the accounting for swap agreements, the classification of investments and dividend income recognized for tax purposes.

As of July 31, 2015, Dynamic High Income and Multi-Asset Income had a capital loss carryforward available to offset future realized capital gains of $1,686,113 and $228,718,529 respectively. These capital loss carryforwards have no expiration date.

As of July 31, 2015, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:

	Dynamic High Income			Multi-Asset Income
Tax cost	$	171,527,898		$	12,782,798,367
Gross unrealized appreciation	$	796,894		$	320,758,803
Gross unrealized depreciation		(3,641,398	)		(277,887,559	)
Net unrealized appreciation (depreciation)	$	(2,844,504	)	$	42,871,244

9. Bank Borrowings:

The Trust, on behalf of the Funds, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.1 billion credit agreement with a group of lenders, under which the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.6 billion, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.06% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2016 unless extended or renewed. Prior to November, 25, 2014, the aggregate commitment amount was $1.1 billion, of which the Participating Funds, including the Funds, could borrow up to $650 million at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. Participating Funds paid administration, legal and arrangement fees, which are included in miscellaneous expenses in the Statement of Operations, and along with commitment 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 year ended July 31, 2015, the Funds did not borrow under the credit agreement.

10. Principal Risks:

In the normal course of business, the Funds invest in securities and enter into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by each Fund may decline in response to certain events, including those directly involving the issuers whose securities are owned by each Fund; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Funds may be exposed to counterparty credit risk, or the risk that an entity with which the Funds have unsettled or open transactions may fail to or be unable to perform on its commitments. The Funds manage counterparty credit risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

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

104 BLACKROCK FUNDS II JULY 31, 2015

Notes to Financial Statements (continued)

The Funds invest a significant portion of their assets in securities backed by commercial or residential mortgage loans or in issuers that hold mortgage and other asset-backed securities. Investment percentages in these securities are presented in the Schedules of Investments. Changes in economic conditions, including delinquencies and/or defaults on assets underlying these securities, can affect the value, income and/or liquidity of such positions.

11. Capital Share Transactions:

Transactions in capital shares for each class were as follows:

	Period November 3, 20141 to July 31, 2015
Dynamic High Income	Shares			Value
Institutional
Shares sold		17,074,610		$	173,338,341
Shares issued in reinvestment of distributions		71,025			709,797
Shares redeemed		(4,301,264	)		(43,262,918	)
Net increase		12,844,371		$	130,785,220
Investor A
Shares sold		1,990,002		$	20,179,732
Shares issued in reinvestment of distributions		21,468			214,245
Shares redeemed		(70,874	)		(710,730	)
Net increase		1,940,596		$	19,683,247
Investor C
Shares sold		1,637,306		$	16,602,722
Shares issued in reinvestment of distributions		12,857			128,396
Shares redeemed		(53,852	)		(534,529	)
Net increase		1,596,311		$	16,196,589
Total Net Increase		16,381,278		$	166,665,056

BLACKROCK FUNDS II JULY 31, 2015 105

Notes to Financial Statements (concluded)

		Year Ended July 31, 2015						Year Ended July 31, 2014
Multi-Asset Income	Shares			Value			Shares			Value
Institutional
Shares sold		255,206,968		$	2,885,025,625			226,939,612		$	2,572,545,200
Shares issued in reinvestment of distributions		19,348,664			218,156,655			9,685,319			110,117,292
Shares redeemed		(115,286,712	)		(1,299,198,100	)		(54,190,824	)		(612,122,952	)
Net increase		159,268,920			1,803,984,180			182,434,107		$	2,070,539,540
Investor A
Shares sold		169,423,178		$	1,911,857,175			132,241,160		$	1,496,109,587
Shares issued in reinvestment of distributions		13,239,527			149,100,549			8,134,198			92,278,906
Shares redeemed		(77,628,559	)		(875,706,174	)		(45,398,835	)		(514,108,559	)
Net increase		105,034,146		$	1,185,251,550			94,976,523		$	1,074,279,934
Investor C
Shares sold		108,509,432		$	1,224,512,031			102,282,841		$	1,156,311,970
Shares issued in reinvestment of distributions		9,777,499			109,972,985			5,771,293			65,402,655
Shares redeemed		(36,422,700	)		(409,681,760	)		(19,046,794	)		(214,893,126	)
Net increase		81,864,231		$	924,803,256			89,007,340		$	1,006,821,499
Total Net Increase		346,167,297		$	3,914,038,986			366,417,970		$	4,151,640,973

¹  Commencement of Operations

12. Subsequent Events:

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

106 BLACKROCK FUNDS II JULY 31, 2015

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of BlackRock Funds II and the Shareholders of BlackRock Dynamic High Income Portfolio and Multi-Asset Income Portfolio:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of BlackRock Multi-Asset Income Portfolio and BlackRock Dynamic High Income Portfolio, each a series of BlackRock Funds II (collectively the “Funds”), as of July 31, 2015, and the related statements of operations for the year then ended (as to BlackRock Dynamic High Income Portfolio, for the period from November 3, 2014 (commencement of operations) to July 31, 2015), the statements of changes in net assets for each of the two years in the period then ended (as to BlackRock Dynamic High Income Portfolio, for the period from November 3, 2014 (commencement of operations) to July 31, 2015), and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Multi-Asset Income Portfolio and BlackRock Dynamic High Income Portfolio, of BlackRock Funds II as of July 31, 2015, and the results of their operations for the year then ended (as to BlackRock Dynamic High Income Portfolio, for the period from November 3, 2014 (commencement of operations) to July 31, 2015), the changes in their net assets, for each of the two years in the period then ended (as to BlackRock Dynamic High Income Portfolio, for the period from November 3, 2014 (commencement of operations) to July 31, 2015), and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Philadelphia, Pennsylvania

September 23, 2015

Important Tax Information (Unaudited)

During the fiscal year ended July 31, 2015, the following information is provided with respect to the ordinary income distributions paid by the Portfolios:

	Payable Date	Dynamic High Income Portfolio			Multi-Asset Income  Portfolio
Qualified Dividend Income for Individuals1	November 2014 - December 2014		11.42	%		—
	August 2014 - December 2014		—			19.39	%
	January 2015 - July 2015		13.24	%		17.62	%
Dividends Qualifying for the Dividend Received Deduction for Corporations1	November 2014 - July 2015		4.19	%		—
	August 2014 - July 2015		—			7.58	%
Interest-Related Dividends and Qualified Short-Term Gains for Non-U.S. Residents2	November 2014 - December 2014		13.30	%		—
	August 2014		—			30.84	%
	September 2014 - November 2014		—			31.21	%
	December 2014		—			45.38	%
	January 2015 - July 2015		5.00	%		12.92	%

¹  The Portfolios hereby designate the percentage indicated above or the maximum amount allowable by law.

²  Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations.

Additionally, Multi-Asset Income Portfolio distributed long-term capital gains of $0.037161 per share to shareholders of record on December 19, 2014.

BLACKROCK MULTI-ASSET INCOME PORTFOLIO JULY 31, 2015 107

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreements

The Board of Trustees (the “Board,” and the members of which are referred to as “Board Members”) of BlackRock Funds II (the “Trust”) met in person on April 14, 2015 (the “April Meeting”) and May 12-13, 2015 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Advisory Agreement”) between the Trust, on behalf of BlackRock Multi-Asset Income Portfolio (the “Fund”), and BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor. The Board also considered the approval of the sub-advisory agreements (collectively, the “Sub-Advisory Agreements”) between the Manager and each of (a) BlackRock International Limited; (b) BlackRock (Singapore) Limited; and (c) BlackRock Asset Management North Asia Limited (collectively, the “Sub-Advisors”), respectively, with respect to the Fund. The Manager and the Sub-Advisors are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreements are referred to herein as the “Agreements.”

Activities and Composition of the Board

On the date of the April and May Meetings, the Board consisted of thirteen individuals, ten of whom were not “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). One of the Board Members is a non-management interested Board Member by virtue of his former positions with BlackRock, Inc. and its affiliates. The Board Members are responsible for the oversight of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Performance Oversight Committee and the Executive Committee, each of which also has one interested Board Member).

The Agreements

Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each extending over two days, a fifth one-day meeting to consider specific information surrounding the consideration of renewing the Agreements and additional in-person and telephonic meetings as needed. In connection with this year-long deliberative process, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; administrative and shareholder services; the oversight of fund service providers; marketing services; risk oversight; compliance; and ability to meet applicable legal and regulatory requirements.

The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its shareholders. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year and/or since inception periods, as applicable, against peer funds, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance relative to peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services, such as marketing and distribution, call center and fund accounting; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective(s), policies and restrictions, and meeting new regulatory requirements; (e) the Fund’s compliance with its compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Fund’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund and institutional account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.

The Board has engaged in an ongoing strategic review with BlackRock of opportunities to consolidate funds and of BlackRock’s commitment to investment performance. BlackRock also furnished information to the Board in response to specific questions. These questions covered issues such as: BlackRock’s profitability; investment performance; subadvisory and advisory relationships with other clients (including mutual funds sponsored by third parties); the viability of specific funds; fund size and manager capacity; BlackRock’s research capabilities; portfolio managers’ investments in funds they manage; funds’ portfolio risk targets; and management fee levels and breakpoints. The Board further discussed with BlackRock: BlackRock’s management structure; portfolio turnover, execution quality and use of soft dollars; BlackRock’s portfolio manager compensation and performance accountability; marketing support for the funds; services provided to the funds by BlackRock affiliates; and BlackRock’s oversight of relationships with third party service providers.

108 BLACKROCK FUNDS II JULY 31, 2015

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

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on Fund fees and expenses as compared with a peer group of funds as determined by Lipper (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds as determined by Lipper1 and certain performance metrics; (b) information on the profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees charged to other clients, such as institutional clients, sub-advised mutual funds, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) review of non-management fees; (e) the existence, impact and sharing of potential economies of scale; (f) a summary of aggregate amounts paid by the Fund to BlackRock; (g) sales and redemption data regarding the Fund’s shares; and (h) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.

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

At the May Meeting, the Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, and the Sub-Advisory Agreements between the Manager and the Sub-Advisors, with respect to the Fund, each for a one-year term ending June 30, 2016. In approving the continuation of the Agreements, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of Expense Peers and performance compared to the relevant performance comparison as previously discussed; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of its relationship with the Fund; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as payments made to BlackRock or its affiliates relating to the distribution of Fund shares, securities lending and cash management, services related to the valuation and pricing of Fund portfolio holdings, direct and indirect benefits to BlackRock and its affiliates from their relationship with the Fund and advice from independent legal counsel with respect to the review process and materials submitted for the Board’s review. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.

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

The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Fund’s portfolio management team; BlackRock’s research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to advisory services, the Board considered the quality of the administrative and other non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide the Fund with the following administrative services including, among others: (i) preparing disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) overseeing and coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; (vi) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (vii) performing other administrative

¹  Funds are ranked by Lipper in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable.

BLACKROCK FUNDS II JULY 31, 2015 109

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

functions necessary for the operation of the Fund, such as tax reporting, fulfilling regulatory filing requirements and call center services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the April Meeting, the Board worked with its independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of the Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to other funds in its applicable Lipper category and certain performance metrics. The Board was provided with a description of the methodology used by Lipper to select peer funds and periodically meets with Lipper representatives to review its methodology. The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the Fund throughout the year.

In evaluating performance, the Board recognized that the performance data reflects a snapshot of a period or as of a particular date and that selecting a different performance period could produce significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect long-term performance disproportionately.

The Board noted that for the one-, three- and five-year periods reported, the Fund ranked in the second, third and second quartiles, respectively, against its Lipper Performance Universe. The Board also noted a comparison of Fund performance relative to certain other performance metrics that reflect the Fund’s performance in light of its outcome-oriented objective. BlackRock believe that these additional performance metrics are appropriate given the Fund’s objective.

C. Consideration of the Advisory/Management Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Fund: The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with the other funds in its Lipper category. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s total expense ratio, as well as its actual management fee rate, to those of other funds in its Lipper category. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non 12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds.

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2014 compared to available aggregate profitability data provided for the two prior years. The Board reviewed BlackRock’s profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. As a result, calculating and comparing profitability at individual fund levels is difficult.

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

In addition, the Board considered the cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the management of the Fund. The Board may periodically receive and review information from independent third parties as part of its annual evaluation. BlackRock retained an independent third party to evaluate its cost allocation methodologies in the context of BlackRock’s 1940 Act Fund business. The Board considered the results of that evaluation in connection with BlackRock’s profitability reporting. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk and liability profile in servicing

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

the Fund in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund and institutional account product channels, as applicable.

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

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, as well as the existence of expense caps, as applicable. The Board also considered the extent to which the Fund benefits from such economies and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to participate in these economies of scale, for example through the use of revised breakpoints in the advisory fee based upon the asset level of the Fund. In its consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.

E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from their respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts. The Board further noted that it had considered the investment by BlackRock’s funds in affiliated ETFs without any offset against the management fees payable by the funds to BlackRock.

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

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

Conclusion

The Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Trust, on behalf of the Fund, for a one-year term ending June 30, 2016, and the Sub-Advisory Agreements between the Manager and the Sub-Advisors, with respect to the Fund, for a one-year term ending June 30, 2016. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Fund reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.

BLACKROCK FUNDS II JULY 31, 2015 111

Officers and Trustees

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2
Robert M. Hernandez 1944	Chair of the Board and Trustee	Since 2008	Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director, TE Connectivity (electronics) from 2006 to 2012.	28 RICs consisting of 98 Portfolios	ACE Limited (insurance company); Eastman Chemical Company.
Fred G. Weiss 1941	Vice Chair of the Board and Trustee	Since 2008	Managing Director, FGW Consultancy LLC (consulting and investment company) since 1997; Director and Treasurer, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director, BTG International plc (medical technology commercialization company) from 2001 to 2007.	28 RICs consisting of 98 Portfolios	Allergan plc (pharmaceuticals)
James H. Bodurtha 1944	Trustee	Since 2008	Director, The China Business Group, Inc. (consulting and investing firm) from 1996 to 2013 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980.	28 RICs consisting of 98 Portfolios	None
Bruce R. Bond 1946	Trustee	Since 2008	Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	28 RICs consisting of 98 Portfolios	None
Valerie G. Brown 1956	Trustee	Since 2015	Chief Executive Officer and Director, Cetera Financial Group (broker-dealer and registered investment adviser services) from 2010 to 2014; Director and Vice Chairman of the Board, Financial Services Institute (trade organization) from 2009 to 2014; Director and Committee Chair, Securities Industry and Financial Markets Association (trade organization) from 2006 to 2014.	28 RICs consisting of 98 Portfolios	None
Donald W. Burton 1944	Trustee	Since 2008	Managing General Partner, The Burton Partnership, LP (an investment partnership) since 1979; Managing General Partner, The Burton Partnership (QP), LP (an investment partnership) since 2000; Managing General Partner, The South Atlantic Venture Funds from 1983 to 2012; Director, IDology, Inc. (technology solutions) since 2006; Director, Knology, Inc. (telecommunications) from 1996 to 2012; Director, Capital Southwest (financial) from 2006 to 2012.	28 RICs consisting of 98 Portfolios	None
Honorable Stuart E. Eizenstat 1943	Trustee	Since 2008	Partner and Head of International Practice, Covington and Burling LLP (law firm) since 2001; International Advisory Board Member, The Coca-Cola Company from 2002 to 2011; Advisory Board Member, Veracity Worldwide, LLC (risk management) from 2007 to 2012; Member of the International Advisory Board GML Ltd. (energy) since 2003; Advisory Board Member, BT Americas (telecommunications) from 2004 to 2009.	28 RICs consisting of 98 Portfolios	Alcatel-Lucent (telecommunications); Global Specialty Metallurgical; UPS Corporation (delivery service)
Kenneth A. Froot 1957	Trustee	Since 2008	Professor, Harvard University from 1993 to 2012.	28 RICs consisting of 98 Portfolios	None
John F. O’Brien 1943	Trustee	Since 2008	Chairman, Woods Hole Oceanographic Institute since 2009 and Trustee thereof from 2003 to 2009.	28 RICs consisting of 98 Portfolios	Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer)

112 BLACKROCK FUNDS II JULY 31, 2015

Officers and Trustees (continued)

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Trustees2 (concluded)
Donald C. Opatrny 1952	Trustee	Since 2015	Trustee, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; Member of the Board and Investment Committee, University School since 2007; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President and Trustee, the Center for the Arts, Jackson Hole since 2011; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Trustee, Artstor (a Mellon Foundation affiliate) since 2010; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014.	28 RICs consisting of 98 Portfolios	None
Roberta Cooper Ramo 1942	Trustee	Since 2008	Shareholder and Attorney, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc., (retail) since 1999; Director, ECMC Group (service provider to students, schools and lenders) since 2001; President, The American Law Institute (non-profit) since 2008; Vice President, Santa Fe Opera (non-profit) since 2011; Chair, Think New Mexico (non-profit), since 2013.	28 RICs consisting of 98 Portfolios	None
David H. Walsh 1941	Trustee	Since 2008	Director, National Museum of Wildlife Art since 2007; Trustee, University of Wyoming Foundation from 2008 to 2012; Director, The American Museum of Fly Fishing since 1997.	28 RICs consisting of 98 Portfolios	None
	1    The address of each Trustee and Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute. In no event may an Independent Trustee hold office beyond December 31 of the year in which he or she turns 75. 3     Date shown is the earliest date a person has served for the Trust. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Trustees as joining the Trust’s board in 2007, those Trustees first became members of the board of other legacy MLIM or legacy BlackRock funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Honorable Stuart E. Eizenstat, 2001; Kenneth A. Froot, 2005; Robert M. Hernandez, 1996; John F. O’Brien, 2005; Roberta Cooper Ramo, 1999; David H. Walsh, 2003; and Fred G. Weiss, 1998.

BLACKROCK FUNDS II JULY 31, 2015 113

Officers and Trustees (continued)

Name, Address1, and Year of Birth	Position(s) Held with the Trust	Length of Time Served as a Trustee3	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Interested Trustees4
Robert Fairbairn 1965	Trustee	Since 2015	Senior Managing Director of BlackRock since 2010; Global Head of BlackRock’s Retail and iShares businesses since 2012; Member of BlackRock’s Global Executive and Global Operating Committees; Head of BlackRock’s Global Client Group from 2009 to 2012; Chairman of BlackRock’s international businesses from 2007 to 2010.	28 RICs consisting of 98 Portfolios	None
Henry Gabbay 1947	Trustee	Since 2008	Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.	28 RICs consisting of 98 Portfolios	None
John M. Perlowski 1964	Trustee, President and Chief Executive Officer	2015 to present (Trustee); 2010 to present (President and Chief Executive Officer)	Managing Director of BlackRock since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.	104 RICs consisting of 174 Portfolios	None
	4    Messrs. Fairbairn and Perlowski are both “interested persons,” as defined in the 1940 Act, of the Trust based on their positions with BlackRock and its affiliates. Mr. Gabbay may be deemed an “interested person” of the Trust based on his former positions with BlackRock and its affiliates. Mr. Gabbay does not currently serve as an officer or employee of BlackRock or its affiliates or own any securities of BlackRock or The PNC Financial Services Group, Inc. Mr. Gabbay is a non-management Interested Trustee. Interested Trustees serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Trust’s by-laws or charter or statute, or until December 31 of the year in which they turn 72. Officers of the Trust serve at the pleasure of the Board.

114 BLACKROCK FUNDS II JULY 31, 2015

Officers and Trustees (concluded)

Name, Address1 and Year of Birth	Position(s) Held with the Trust	Length of Time Served as an Officer	Principal Occupation(s) During Past Five Years
Trust Officers2
John M. Perlowski 1964	Trustee, President and Chief Executive Officer	2015 to present (Trustee); 2010 to present (President and Chief Executive Officer)	Managing Director of BlackRock since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.
Jennifer McGovern 1977	Vice President	Since 2014	Director of BlackRock since 2011; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock from 2008 to 2010.
Neal Andrews 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.
Jay Fife 1970	Treasurer	Since 2007	Managing Director of BlackRock since 2007; Director of BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Charles Park 1967	Chief Compliance Officer	Since 2014	Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Fernanda Piedra 1969	Anti-Money Laundering Compliance Officer	Since 2015	Director of BlackRock since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010.
Benjamin Archibald 1975	Secretary	Since 2012	Managing Director of BlackRock since 2014; Director of BlackRock, Inc. from 2010 to 2013; Assistant Secretary to the BlackRock-advised funds from 2010 to 2012; General Counsel and Chief Operating Officer of Uhuru Capital Management from 2009 to 2010; Executive Director and Counsel of Goldman Sachs Asset Management from 2005 to 2009.
	1    The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. 2    Officers of the Trust serve at the pleasure of the Board.
	Further information about the Trust’s Officers and Trustees is available in the Trust’s Statement of Additional Information, which can be obtained without charge by calling 1-800-441-7762.

Effective as of the close of business on May 13, 2015, Valerie G. Brown and Donald C. Opatrny were appointed to serve as Trustees of the Trust.

Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809	Sub-Advisors BlackRock International Limited Edinburgh, EH3 8BL United Kingdom	Custodian The Bank of New York Mellon New York, NY 10286	Distributor BlackRock Investments, LLC New York, NY 10022
Legal Counsel Willkie Farr & Gallagher LLP New York, NY 10019 Accounting Agent and Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809	BlackRock Asset Management North Asia Limited Hong Kong BlackRock (Singapore) Limited 079912 Singapore	Independent Registered Public Accounting Firm Deloitte & Touche LLP Philadelphia, PA 19103	Address of the Trust 100 Bellevue Parkway Wilmington, DE 19809

BLACKROCK FUNDS II JULY 31, 2015 115

Additional Information

      General Information

Householding

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

Availability of Quarterly Schedule of Investments

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available upon request and without charge, (1) by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

Information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing. Visit http://www.blackrock.com for more information.

      Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com/funds.

Automatic Investment Plans

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

Systematic Withdrawal Plans

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

Retirement Plans

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

116 BLACKROCK FUNDS II JULY 31, 2015

Additional Information (concluded)

      BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

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

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

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

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

BLACKROCK FUNDS II JULY 31, 2015 117

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

DHIMAIP-7/15-AR

Item 2 –	Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, there have been no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com.
Item 3 –	Audit Committee Financial Expert – The registrant’s board of trustees (the “board of trustees”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:
	Robert M. Hernandez
	Fred G. Weiss
	Stuart E. Eizenstat
	Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of trustees in the absence of such designation or identification.
Item 4 –	Principal Accountant Fees and Services
	The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

	(a) Audit Fees		(b) Audit-Related Fees1		(c) Tax Fees2		(d) All Other Fees3
Entity Name	Current     Fiscal Year      End	Previous     Fiscal Year      End	Current     Fiscal Year      End	Previous     Fiscal Year      End	Current     Fiscal Year      End	Previous     Fiscal Year      End	Current     Fiscal Year      End	Previous     Fiscal Year     End
BlackRock Dynamic High Income Portfolio	$49,500	N/A	$0	N/A	$15,402	N/A	$0	N/A
BlackRock Global Dividend Portfolio	$34,448	$34,488	$0	$0	$15,402	$15,100	$0	$0
BlackRock Multi-Asset Income Portfolio	$61,963	$48,838	$0	$0	$17,500	$15,100	$0	$0

The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):

2

	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees1	$0	$0
(c) Tax Fees2	$0	$0
(d) All Other Fees3	$2,391,000	$2,555,000

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.

² The nature of the services includes tax compliance, tax advice and tax planning.

³ Aggregate fees borne by BlackRock in connection with the review of compliance procedures and attestation thereto performed by D&T with respect to all of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Fund Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Fund Service Providers were:

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Entity Name	Current Fiscal Year     End	Previous Fiscal Year     End
BlackRock Dynamic High Income Portfolio	$15,402	N/A
BlackRock Global Dividend Portfolio	$15,402	$15,100
BlackRock Multi-Asset Income Portfolio	$17,500	$15,100

Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,391,000 and $2,555,000, respectively, were billed by D&T to the Investment Adviser.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 –	Audit Committee of Listed Registrants – Not Applicable
Item 6 –	Investments
	(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
	(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –	Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.
Item 11 –	Controls and Procedures
	(a) – The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
	(b) – There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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Item 12 –	Exhibits attached hereto
	(a)(1) – Code of Ethics – See Item 2
	(a)(2) – Certifications – Attached hereto
	(a)(3) – Not Applicable
	(a)(4) – Open-End and ETF Proxy Voting Policy
	(a)(5) – Global Corporate Governance and Engagement Principles
	(b) – Certifications – Attached hereto

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

BlackRock Funds II
By:	/s/ John M. Perlowski
	John M. Perlowski
	Chief Executive Officer (principal executive officer) of
	BlackRock Funds II
Date: October 1, 2015

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 II
Date: October 1, 2015
By:	/s/ Neal J. Andrews
	Neal J. Andrews
	Chief Financial Officer (principal financial officer) of
	BlackRock Funds II
Date: October 1, 2015

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