N-CSRS 1 d704206dncsrs.htm BLACKROCK FUNDS BlackRock Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

 

Investment Company Act file number: 811-05742

 

Name of Fund:  BlackRock Funds

  BlackRock China A Opportunities Fund

 

Fund Address:    100 Bellevue Parkway, Wilmington, DE 19809

 

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

 

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

 

Date of fiscal year end: 10/31/2019

 

Date of reporting period: 04/30/2019


Item 1 – Report to Stockholders


APRIL 30, 2019

 

SEMI-ANNUAL REPORT (UNAUDITED)

  LOGO

BlackRock FundsSM

 

   

BlackRock China A Opportunities Fund

 

 

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

You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call (800) 537-4942 to inform BlackRock that you wish to continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors or their affiliates, or all funds held with your financial intermediary, as applicable.

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

 

                 Not FDIC Insured • May Lose Value • No Bank Guarantee

 


The Markets in Review

Dear Shareholder,

In the 12 months ended April 30, 2019, the U.S. equity and bond markets posted positive returns while weathering significant volatility. Though the market’s appetite for risk remained healthy for most of the reporting period, risk taking declined sharply in late 2018. Thereafter, global equity markets rebounded strongly, as inflation diminished and the U.S. Federal Reserve (the "Fed") announced a shift to less restrictive monetary policy.

Volatility rose in emerging market stocks, as the rising U.S. dollar and higher interest rates in the U.S. disrupted economic growth abroad. U.S.-China trade relations and debt concerns adversely affected the Chinese stock market, while Turkey and Argentina became embroiled in currency crises, largely due to hyperinflation in both countries. An economic slowdown in Europe also led to negative performance for European equities. However, recent economic data indicates that Europe may emerge from its economic soft patch, reinvigorated by a manufacturing rebound and China’s economic stimulus.

In the U.S. equity market, volatility spiked in October, as a wide range of risks were brought to bear on markets, ranging from rising interest rates and slowing global growth to heightened trade tensions and political turmoil in several countries, including the United States. These risks manifested in a broad-based sell-off in December, leading to the worst December performance on record since 1931.

By comparison, fixed-income securities delivered modest positive returns with relatively low volatility. In fixed-income markets, short-term U.S. Treasury yields rose, while longer-term yields declined slightly. This led to positive returns for U.S. Treasuries and a substantial flattening of the yield curve. Investment-grade and high-yield corporate bonds also posted positive returns, as the credit fundamentals in corporate markets remained relatively solid.

The Fed shifted to a more patient perspective on the economy after increasing interest rates three times. In its last four meetings, the Fed left interest rates unchanged and signaled a slower pace of rate hikes in response to the global economic slowdown. Relatively low inflation and modest economic growth give the Fed room to maintain support for the economy until the economic data builds the case for changing interest rates. Similarly, the European Central Bank signaled a continuation of accommodative monetary policy, while China committed to looser credit conditions and an increase in fiscal spending. The shift toward more stimulative economic policy helped equity markets rebound in 2019.

We continue to believe the probability of recession in 2019 remains relatively low. Economic growth and global earnings are likely to slow somewhat in 2019 because the tax cut stimulus will be less pronounced, and the Fed’s rate hikes in 2018 will gain traction in 2019. We expect profit margins to continue to contract, which tends to happen late in the business cycle.

In this environment, U.S. and emerging market equities remain relatively attractive. Within U.S. equities, we believe that companies with high-quality earnings and strong balance sheets offer the most attractive risk/ reward trade-off. For bonds, U.S. Treasuries are likely to help buffer against volatility in risk assets, while income from other types of bonds can continue to offer steady returns.

In this environment, investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

 

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

 

Total Returns as of April 30, 2019
     6-Month   12-Month

U.S. large cap equities
(S&P 500® Index)

  9.76%   13.49%

U.S. small cap equities
(Russell 2000® Index)

  6.06   4.61

International equities
(MSCI Europe, Australasia, Far East Index)

  7.45   (3.22)

Emerging market equities
(MSCI Emerging Markets Index)

  13.76   (5.04)

3-month Treasury bills
(ICE BofAML 3-Month U.S. Treasury Bill Index)

  1.18   2.18

U.S. Treasury securities
(ICE BofAML 10-Year U.S. Treasury Index)

  7.09   6.44

U.S. investment grade bonds
(Bloomberg Barclays U.S. Aggregate Bond Index)

  5.49   5.29

Tax-exempt municipal bonds
(S&P Municipal Bond Index)

  5.36   5.84

U.S. high yield bonds
(Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)

  5.54   6.74
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.
 

 

 

2    T H I S    P A G E    I S    N O T    P A R T    O F    Y O U R    F U N D    R E P O R T


Table of Contents

 

      Page  

The Markets in Review

     2  

Semi-Annual Report:

  

Fund Summary

     4  

About Fund Performance

     5  

Disclosure of Expenses

     5  

Financial Statements:

  

Schedule of Investments

     6  

Statement of Assets and Liabilities

     10  

Statement of Operations

     11  

Statement of Changes in Net Assets

     12  

Financial Highlights

     13  

Notes to Financial Statements

     15  

Disclosure of Investment Advisory Agreement

     21  

Trustee and Officer Information

     23  

Additional Information

     24  

 

    

 

LOGO

 

 

          3  


Fund Summary  as of April 30, 2019    BlackRock China A Opportunities Fund

 

Investment Objective

BlackRock China A Opportunities Fund (the “Fund”) investment objective is to maximize total return. Total return means the combination of capital appreciation and investment income.

Overview of the Fund’s Total Investments

Portfolio Information

 

SECTOR ALLOCATION

 

Sector  

Percent of

Net Assets

 

Financials

    31

Industrials

    15  

Consumer Staples

    11  

Information Technology

    9  

Materials

    8  

Health Care

    7  

Consumer Discretionary

    6  

Real Estate

    5  

Energy

    3  

Utilities

    2  

Communication Services

    1  

Short-Term Securities

    3  

Liabilities in Excess of Other Assets

    (1

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

TEN LARGEST HOLDINGS

 

Security  

Percent of

Net Assets

 

Ping An Insurance Group Co. of China Ltd.

    6

Kweichow Moutai Co. Ltd.

    4  

Anhui Conch Cement Co. Ltd.

    4  

China Merchants Bank Co. Ltd.

    3  

Industrial Bank Co. Ltd.

    3  

China Everbright Bank Co. Ltd.

    3  

Zoomlion Heavy Industry Science and Technology Co. Ltd.

    3  

China State Construction Engineering Corp. Ltd.

    3  

Gree Electric Appliances, Inc. of Zhuhai

    3  

BlackRock Liquidity Funds, T-Fund, Institutional Class

    3  
 

 

Expense Example

 

       Actual           Hypothetical (a)           
       

Beginning

Account Value

(12/27/18) (b)

      

Ending

Account Value

(04/30/19)

   

Expenses

Paid During

the Period (c)

          

Beginning

Account Value

(12/27/18) (b)

      

Ending

Account Value

(04/30/19)

      

Expenses

Paid During

the Period (c)

      

Annualized

Expense Ratio

 
Institutional      $ 1,000.00        $ 1,355.00     $ 3.84       $ 1,000.00        $ 1,020.03        $ 4.81          0.96
Class K        1,000.00          1,355.00       3.76               1,000.00          1,020.13          4.71          0.94  

 

(a)

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

(b)

Commencement of operations.

(c)

For each class of the Fund, expenses are equal to annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 124/365 (to reflect the period since inception date of December 27, 2018 to April 30, 2019).

See "Disclosure of Expenses" on page 5 for further information on how expenses were calculated.

 

 

4    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


About Fund Performance

 

Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.

BlackRock Advisors, LLC (the "Manager"), the Fund’s investment adviser, has contractually 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 4 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; 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 December 27, 2018 (commencement of operations) and held through April 30, 2019) are intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

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

The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the 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.

 

 

A B O U T    F U N D     P E R F O R M A N C E    /    D I S C L O S U R E    O F    E X P E N S E S      5  


Schedule of Investments  (unaudited)

April 30, 2019

  

BlackRock China A Opportunities Fund

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  

Common Stocks — 97.8%

   
Aerospace & Defense — 0.8%            

AVIC Helicopter Co. Ltd., Class A

    18,200     $ 115,002  
   

 

 

 
Air Freight & Logistics — 0.2%            

YTO Express Group Co. Ltd., Class A

    12,700       25,123  
   

 

 

 
Auto Components — 0.2%  

Huayu Automotive Systems Co. Ltd., Class A

    7,200       25,181  
   

 

 

 
Banks — 14.6%  

Bank of Chengdu Co. Ltd., Class A

    300       421  

Bank of Communications Co. Ltd., Class A

    306,100       284,752  

Bank of Hangzhou Co. Ltd., Class A

    49,560       65,395  

Bank of Shanghai Co. Ltd., Class A

    80,700       151,919  

China Construction Bank Corp., Class A

    205,500       227,212  

China Everbright Bank Co. Ltd., Class A

    704,300       436,346  

China Merchants Bank Co. Ltd., Class A

    95,100       487,460  

Industrial Bank Co. Ltd., Class A

    150,300       445,115  
   

 

 

 
      2,098,620  
Beverages — 6.4%  

Anhui Yingjia Distillery Co. Ltd., Class A

    36,700       97,814  

Beijing Shunxin Agriculture Co. Ltd., Class A

    9,300       80,038  

Kweichow Moutai Co. Ltd., Class A

    3,979       575,431  

Tsingtao Brewery Co. Ltd., Class A

    15,800       119,657  

Wuliangye Yibin Co. Ltd., Class A

    2,900       44,051  
   

 

 

 
      916,991  
Biotechnology — 1.1%  

Hualan Biological Engineering, Inc., Class A

    24,805       157,158  
   

 

 

 
Capital Markets — 8.7%  

Changjiang Securities Co. Ltd., Class A

    297,738       348,736  

China Merchants Securities Co. Ltd., Class A

    87,000       226,608  

Guotai Junan Securities Co. Ltd., Class A

    92,800       259,813  

Sinolink Securities Co. Ltd., Class A

    51,600       78,796  

SooChow Securities Co. Ltd., Class A

    196,121       327,656  
   

 

 

 
      1,241,609  
Chemicals — 0.7%  

Sinoma Science & Technology Co. Ltd., Class A

    5,600       10,156  

Sinopec Shanghai Petrochemical Co. Ltd., Class A

    28,200       21,487  

Xinjiang Zhongtai Chemical Co. Ltd., Class A

    53,000       70,118  
   

 

 

 
      101,761  
Commercial Services & Supplies — 0.8%  

Focused Photonics Hangzhou, Inc., Class A

    21,238       80,332  

Shanghai M&G Stationery, Inc., Class A

    5,100       28,324  
   

 

 

 
      108,656  
Communications Equipment — 1.1%  

Addsino Co. Ltd., Class A(a)

    35,500       52,197  

Guangzhou Haige Communications Group, Inc. Co., Class A

    15,200       20,977  

Qingdao Eastsoft Communication Technology Co. Ltd., Class A

    5,500       11,449  

Suzhou Keda Technology Co. Ltd., Class A

    20,700       69,220  
   

 

 

 
      153,843  
Construction & Engineering — 3.6%  

China National Chemical Engineering Co. Ltd., Class A

    65,500       60,443  

China State Construction Engineering Corp. Ltd., Class A

    475,000       432,706  

Shanghai Tunnel Engineering Co. Ltd., Class A

    21,500       22,038  
   

 

 

 
      515,187  
Security   Shares     Value  
Construction Materials — 3.8%            

Anhui Conch Cement Co. Ltd., Class A

    83,800     $ 497,669  

Huaxin Cement Co. Ltd., Class A

    10,300       41,372  
   

 

 

 
      539,041  
Electrical Equipment — 1.3%  

Henan Pinggao Electric Co. Ltd., Class A

    3,800       4,615  

Luxshare Precision Industry Co. Ltd., Class A

    17,400       67,515  

Shanghai Electric Group Co. Ltd., Class A

    33,100       29,057  

Sunwoda Electronic Co. Ltd., Class A

    41,200       82,239  
   

 

 

 
      183,426  
Electronic Equipment, Instruments & Components — 5.2%  

AVIC Jonhon OptronicTechnology Co. Ltd., Class A

    7,300       45,123  

Foxconn Industrial Internet Co. Ltd., Class A(a)

    27,000       61,804  

Guangzhou Shiyuan Electronic Technology Co. Ltd., Class A

    21,700       246,044  

Hangzhou Hikvision Digital Technology Co. Ltd., Class A

    2,002       9,737  

Ningbo Yunsheng Co. Ltd., Class A

    103,300       102,405  

Shennan Circuits Co. Ltd., Class A

    4,157       72,813  

Universal Scientific Industrial Shanghai Co. Ltd., Class A

    23,300       45,885  

Wuhan Guide Infrared Co. Ltd., Class A

    9,400       34,439  

WUS Printed Circuit Kunshan Co. Ltd., Class A

    60,698       102,796  

Xiamen Faratronic Co. Ltd., Class A

    4,900       31,116  
   

 

 

 
          752,162  
Energy Equipment & Services — 1.0%  

Yantai Jereh Oilfield Services Group Co. Ltd., Class A

    42,400       142,858  
   

 

 

 
Entertainment — 0.3%  

Ourpalm Co. Ltd., Class A(a)

    71,400       43,846  
   

 

 

 
Food & Staples Retailing — 0.2%            

Chengdu Hongqi Chain Co. Ltd., Class A

    37,800       34,139  
   

 

 

 
Food Products — 4.0%  

Foshan Haitian Flavouring & Food Co. Ltd., Class A

    19,900       263,908  

Inner Mongolia Yili Industrial Group Co. Ltd., Class A

    2,900       13,367  

Jiangxi Huangshanghuang Group Food Co. Ltd., Class A

    46,900       98,957  

Qiaqia Food Co. Ltd., Class A

    59,286       198,036  
   

 

 

 
      574,268  
Health Care Equipment & Supplies — 1.7%  

Jafron Biomedical Co. Ltd., Class A

    19,200       175,358  

Jiangsu Yuyue Medical Equipment & Supply Co. Ltd., Class A

    3,300       11,499  

Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A(a)

    2,900       60,713  
   

 

 

 
      247,570  
Health Care Providers & Services — 0.2%  

Guangxi Liuzhou Pharmaceutical Co. Ltd., Class A

    5,800       31,460  
   

 

 

 
Hotels, Restaurants & Leisure — 0.9%            

China International Travel Service Corp. Ltd., Class A

    11,400       131,316  
   

 

 

 
Household Durables — 4.0%  

Gree Electric Appliances, Inc. of Zhuhai, Class A

    49,115       405,212  

Joyoung Co. Ltd., Class A

    39,300       127,558  

KingClean Electric Co. Ltd., Class A(c)

    5,486       19,794  
 

 

 

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Schedule of Investments  (unaudited) (continued)

April 30, 2019

  

BlackRock China A Opportunities Fund

(Percentages shown are based on Net Assets)

 

Security   Shares     Value  
Household Durables (continued)            

Zhejiang Supor Co. Ltd., Class A

    2,100     $ 21,119  
   

 

 

 
      573,683  
Independent Power and Renewable Electricity Producers — 2.3%        

An Hui Wenergy Co. Ltd., Class A

    31,900       24,253  

Jointo Energy Investment Co. Ltd. Hebei, Class A

    194,900       225,036  

SDIC Power Holdings Co. Ltd., Class A

    64,100       76,999  
   

 

 

 
      326,288  
Insurance — 7.6%            

China Pacific Insurance Group Co. Ltd., Class A

    38,000       204,354  

Ping An Insurance Group Co. of China Ltd., Class A

    69,600       890,365  
   

 

 

 
      1,094,719  
IT Services — 0.8%            

DHC Software Co. Ltd., Class A

    92,200       107,881  
   

 

 

 
Machinery — 6.3%            

Sany Heavy Industry Co. Ltd., Class A

    126,300       229,964  

Weichai Power Co. Ltd., Class A

    125,698       230,762  

Zoomlion Heavy Industry Science and Technology Co. Ltd., Class A

    592,081       435,417  
   

 

 

 
      896,143  
Media — 0.3%            

Chinese Universe Publishing and Media Group Co. Ltd., Class A

    22,400       47,083  
   

 

 

 
Metals & Mining — 3.4%            

Advanced Technology & Materials Co. Ltd., Class A

    40,300       46,879  

Baoshan Iron & Steel Co. Ltd., Class A

    107,700       114,753  

Guangdong Hongda Blasting Co. Ltd., Class A

    11,300       22,310  

Hesteel Co. Ltd., Class A

    240,481       114,365  

Maanshan Iron & Steel Co. Ltd., Class A

    147,000       76,006  

Xinxing Ductile Iron Pipes Co. Ltd., Class A

    153,800       109,910  
   

 

 

 
      484,223  
Oil, Gas & Consumable Fuels — 2.5%            

China Petroleum & Chemical Corp., Class A

    25,700       21,659  

Huolinhe Opencut Coal Industry Corp. Ltd. of Inner Mongolia, Class A(a)

    30,600       42,836  

Shaanxi Heimao Coking Co. Ltd., Class A

    20,900       17,956  

Shanxi Lanhua Sci-Tech Venture Co. Ltd., Class A

    196,100       227,309  

Yanzhou Coal Mining Co. Ltd., Class A

    28,500       48,527  
   

 

 

 
      358,287  
Pharmaceuticals — 3.5%            

Apeloa Pharmaceutical Co. Ltd., Class A

    300       445  

Changchun High & New Technology Industry Group, Inc., Class A

    1,100       49,688  

China Resources Double Crane Pharmaceutical Co. Ltd., Class A

    75,300       159,562  

China Resources Sanjiu Medical & Pharmaceutical Co. Ltd., Class A

    15,800       69,212  

Henan Lingrui Pharmaceutical Co., Class A

    56,352       78,429  

Jiangsu Hengrui Medicine Co. Ltd., Class A

    4,440       43,384  

Jiangsu Kanion Pharmaceutical Co. Ltd., Class A

    35,600       70,325  

PharmaBlock Sciences Nanjing, Inc., Class A

    1,586       21,480  

Zhejiang Hisoar Pharmaceutical Co. Ltd., Class A

    1,200       1,629  
Security   Shares     Value  
Pharmaceuticals (continued)            

Zhejiang Jingxin Pharmaceutical Co. Ltd., Class A

    3,900     $ 6,946  
   

 

 

 
      501,100  
Real Estate Management & Development — 4.6%        

China Union Holdings Ltd., Class A

    77,600       87,038  

Everbright Jiabao Co. Ltd.

    100,676       123,793  

Gemdale Corp., Class A

    43,800       79,022  

Greenland Holdings Corp. Ltd., Class A

    204,004       226,415  

Macrolink Culturaltainment Development Co. Ltd., Class A

    24,500       15,721  

RiseSun Real Estate Development Co. Ltd., Class A

    87,362       134,440  
   

 

 

 
      666,429  
Road & Rail — 1.5%            

China Railway Tielong Container Logistics Co. Ltd., Class A

    96,601       114,849  

Daqin Railway Co. Ltd., Class A

    76,000       96,196  
   

 

 

 
      211,045  
Semiconductors & Semiconductor Equipment — 0.3%        

Shenzhen Goodix Technology Co. Ltd., Class A

    2,200       41,195  
   

 

 

 
Software — 1.8%            

Glodon Co. Ltd., Class A

    11,800       49,115  

Hundsun Technologies, Inc., Class A

    15,500       191,377  

Venustech Group, Inc., Class A

    2,300       8,979  

Yonyou Network Technology Co. Ltd., Class A

    3,000       14,084  
   

 

 

 
      263,555  
Specialty Retail — 0.4%            

Shanghai Yuyuan Tourist Mart Co. Ltd.,
Class A(a)

    43,800       62,479  
   

 

 

 
Technology Hardware, Storage & Peripherals — 0.0%        

GRG Banking Equipment Co. Ltd., Class A

    5,952       6,162  
   

 

 

 
Textiles, Apparel & Luxury Goods — 0.3%            

Biem.L.Fdlkk Garment Co. Ltd., Class A

    5,294       36,918  

Zhejiang Semir Garment Co. Ltd., Class A

    5,800       9,599  
   

 

 

 
      46,517  
Trading Companies & Distributors — 1.1%            

Xiamen C & D, Inc., Class A

    106,897       152,950  
   

 

 

 
Water Utilities — 0.2%            

Grandblue Environment Co. Ltd., Class A

    11,500       27,398  
   

 

 

 
Wireless Telecommunication Services — 0.1%        

China United Network Communications Ltd., Class A

    13,000       12,884  
   

 

 

 

Total Common Stocks — 97.8%
(Cost: $12,351,112)

      14,019,238  
   

 

 

 

Total Long-Term Investments — 97.8%
(Cost: $12,351,112)

      14,019,238  
   

 

 

 
 

 

 

S C H E D U L E    O F    I N V E S T M E N T S      7  


Schedule of Investments  (unaudited) (continued)

April 30, 2019

  

BlackRock China A Opportunities Fund

(Percentages shown are based on Net Assets)

 

Security

 

Shares

   

Value

 

Short-Term Securities — 2.8%

   

BlackRock Liquidity Funds, T-Fund, Institutional Class, 2.32%(b)(c)

    396,467     $ 396,467  
   

 

 

 

Total Short-Term Securities — 2.8%
(Cost: $396,467)

      396,467  
   

 

 

 

Total Investments — 100.6%
(Cost: $12,747,579)

      14,415,705  

Liabilities in Excess of Other Assets — (0.6)%

 

    (82,154
   

 

 

 

Net Assets — 100.0%

    $ 14,333,551  
   

 

 

 

                    

 

 

(a) 

Non-income producing security.

(b) 

Annualized 7-day yield as of period end.

(c) 

During the period ended April 30, 2019, 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, and/or related parties of the Fund were as follows:

 

Affiliated Persons and/or Related Parties

    

Shares

Held at

12/27/18

 

 

 

    

Shares

Purchased

 

 

    

Shares

Sold

 

 

    

Shares

Held at

04/30/19

 

 

 

    

Value at

04/30/19

 

 

     Income       

Net

Realized

Gain (Loss)

 

 

 (a) 

    

Change in

Unrealized

Appreciation

(Depreciation

 

 

 

BlackRock Liquidity Funds, T-Fund, Institutional Class

            396,467 (b)              396,467      $ 396,467      $ 7,037      $      $  

KingClean Electric Co. Ltd., Class A

            5,486               5,486        19,794                      (763
              

 

 

    

 

 

    

 

 

    

 

 

 
               $ 416,261      $ 7,037             $ (763
              

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) 

Includes net capital gain distributions, if applicable.

(b) 

Represents net shares purchased.

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

 

 

8    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


Schedule of Investments  (unaudited) (continued)

April 30, 2019

  

BlackRock China A Opportunities Fund

 

Fair Value Hierarchy as of Period End

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:

                 

Aerospace & Defense

   $        $ 115,002        $        $ 115,002  

Air Freight & Logistics

              25,123                   25,123  

Auto Components

              25,181                   25,181  

Banks

              2,098,620                   2,098,620  

Beverages

              916,991                   916,991  

Biotechnology

              157,158                   157,158  

Capital Markets

              1,241,609                   1,241,609  

Chemicals

              101,761                   101,761  

Commercial Services & Supplies

              108,656                   108,656  

Communications Equipment

              153,843                   153,843  

Construction & Engineering

              515,187                   515,187  

Construction Materials

              539,041                   539,041  

Electrical Equipment

              183,426                   183,426  

Electronic Equipment, Instruments & Components

     61,804          690,358                   752,162  

Energy Equipment & Services

              142,858                   142,858  

Entertainment

              43,846                   43,846  

Food & Staples Retailing

              34,139                   34,139  

Food Products

              574,268                   574,268  

Health Care Equipment & Supplies

              247,570                   247,570  

Health Care Providers & Services

              31,460                   31,460  

Hotels, Restaurants & Leisure

              131,316                   131,316  

Household Durables

              573,683                   573,683  

Independent Power and Renewable Electricity Producers

              326,288                   326,288  

Insurance

              1,094,719                   1,094,719  

IT Services

              107,881                   107,881  

Machinery

              896,143                   896,143  

Media

              47,083                   47,083  

Metals & Mining

     22,310          461,913                   484,223  

Oil, Gas & Consumable Fuels

              358,287                   358,287  

Pharmaceuticals

              501,100                   501,100  

Real Estate Management & Development

              666,429                   666,429  

Road & Rail

              211,045                   211,045  

Semiconductors & Semiconductor Equipment

              41,195                   41,195  

Software

              263,555                   263,555  

Specialty Retail

              62,479                   62,479  

Technology Hardware, Storage & Peripherals

              6,162                   6,162  

Textiles, Apparel & Luxury Goods

              46,517                   46,517  

Trading Companies & Distributors

              152,950                   152,950  

Water Utilities

              27,398                   27,398  

Wireless Telecommunication Services

              12,884                   12,884  

Short-Term Securities

     396,467                            396,467  
  

 

 

      

 

 

      

 

 

      

 

 

 
   $   480,581        $   13,935,124        $        $   14,415,705  
  

 

 

      

 

 

      

 

 

      

 

 

 

See notes to financial statements.

 

 

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


 

Statement of Assets and Liabilities  (unaudited)

April 30, 2019

 

     BlackRock China A
Opportunities Fund
 

ASSETS

 

Investments at value — unaffiliated (cost — $12,330,555)

  $ 13,999,444  

Investments at value — affiliated (cost — $417,024)

    416,261  

Foreign currency at value (cost — $23,151)

    23,189  

Receivables:

 

Capital shares sold

    100  

Dividends — affiliated

    694  

From the Manager

    22,902  

Investment adviser

    8  

Deferred offering costs

    102,727  

Prepaid expenses

    4,536  

Other assets

    535  
 

 

 

 

Total assets

    14,570,396  
 

 

 

 

LIABILITIES

 

Payables:

 

Administration fees

    124  

Custodian fees

    36,234  

Offering costs

    155,454  

Professional fees

    40,726  

Other accrued expenses

    4,307  
 

 

 

 

Total liabilities

    236,845  
 

 

 

 

NET ASSETS

  $ 14,333,551  
 

 

 

 

NET ASSETS CONSIST OF

 

Paid-in capital

  $ 10,729,988  

Accumulated earnings

    3,603,563  
 

 

 

 

NET ASSETS

  $ 14,333,551  
 

 

 

 

NET ASSET VALUE

 

Institutional — Based on net assets of $7,377,760 and 544,432 shares outstanding, unlimited number of shares authorized, par value $0.001 per share

  $ 13.55  
 

 

 

 

Class K — Based on net assets of $6,955,791 and 513,263 shares outstanding, unlimited number of shares authorized, par value $0.001 per share

  $ 13.55  
 

 

 

 

See notes to financial statements.

 

 

10    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


Statement of Operations  (unaudited)

December 27, 2018 (a) to April 30, 2019

 

    

BlackRock China A

Opportunities Fund

 

INVESTMENT INCOME

 

Dividends — affiliated

  $ 7,037  

Dividends — unaffiliated

    7,636  

Foreign taxes withheld

    (591
 

 

 

 

Total investment income

    14,082  
 

 

 

 

EXPENSES

 

Organization and offering

    72,844  

Professional

    40,726  

Custodian

    36,234  

Investment advisory

    31,680  

Printing

    4,026  

Trustees and Officer

    3,600  

Administration

    1,795  

Administration — class specific

    845  

Registration

    124  

Transfer agent — class specific

    12  

Miscellaneous

    2,031  
 

 

 

 

Total expenses

    193,917  

Less:

 

Administration fees waived — class specific

    (417

Fees waived and/or reimbursed by the Manager

    (153,363

Transfer agent fees waived and/or reimbursed — class specific

    (6
 

 

 

 

Total expenses after fees waived and/or reimbursed

    40,131  
 

 

 

 

Net investment loss

    (26,049
 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

 

Net realized gain from:

 

Investments — unaffiliated

    1,932,704  

Foreign currency transactions

    28,743  
 

 

 

 
    1,961,447  
 

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

Investments — affiliated

    (763

Investments — unaffiliated

    1,668,889  

Foreign currency translations

    39  
 

 

 

 
    1,668,165  
 

 

 

 

Net realized and unrealized gain

    3,629,612  
 

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 3,603,563  
 

 

 

 

 

(a) 

Commencement of operations.

See notes to financial statements.

 

 

F I N A N C I A L     S T A T E M E N T S      11  


 

Statement of Changes in Net Assets

 

    BlackRock China A
Opportunities Fund
 
    

Period from

12/27/18 (a)

to 04/30/19

(unaudited)

 

INCREASE (DECREASE) IN NET ASSETS

 

OPERATIONS

 

Net investment loss

  $ (26,049

Net realized gain

    1,961,447  

Net change in unrealized appreciation (depreciation)

    1,668,165  
 

 

 

 

Net increase in net assets resulting from operations

    3,603,563  
 

 

 

 

CAPITAL SHARE TRANSACTIONS

 
 

 

 

 

Net increase in net assets derived from capital share transactions

    10,729,988  
 

 

 

 

NET ASSETS

 

Total increase in net assets

    14,333,551  

Beginning of period

     
 

 

 

 

End of period

  $ 14,333,551  
 

 

 

 

 

(a) 

Commencement of operations.

See notes to financial statements.

 

 

12    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


Financial Highlights  

(For a share outstanding throughout each period)

 

    BlackRock China A
Opportunities Fund
 
    Institutional  
   

Period from

12/27/18 (a)

to 04/30/19
(unaudited)

 

 

 

Net asset value, beginning of period

  $ 10.00  
 

 

 

 

Net investment loss(b)

    (0.03

Net realized and unrealized gain

    3.58  
 

 

 

 

Net increase from investment operations

    3.55  
 

 

 

 

Net asset value, end of period

  $ 13.55  
 

 

 

 

Total Return(c)

 

Based on net asset value

    35.50 %(d) 
 

 

 

 

Ratios to Average Net Assets

 

Total expenses

    3.12 %(e)(f)(g) 
 

 

 

 

Total expenses after fees waived and/or reimbursed

    0.96 %(f)(g) 
 

 

 

 

Net investment loss

    (0.63 )%(f)(g) 
 

 

 

 

Supplemental Data

 

Net assets, end of period (000)

  $ 7,378  
 

 

 

 

Portfolio turnover rate

    86
 

 

 

 

 

(a) 

Commencement of operations.

(b) 

Based on average shares outstanding.

(c) 

Where applicable, assumes the reinvestment of distributions.

(d) 

Aggregate total return.

(e) 

Audit, offering and organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 4.57%.

(f) 

Annualized.

(g) 

Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.02%.

See notes to financial statements.

 

 

F I N A N C I A L    H I G H L I G H T S      13  


Financial Highlights  (continued)

(For a share outstanding throughout each period)

 

    BlackRock China A
Opportunities Fund
 
    Class K  
   

Period from

12/27/18 (a)

to 04/30/19
(unaudited)

 

 

 

Net asset value, beginning of period

  $ 10.00  
 

 

 

 

Net investment loss(b)

    (0.02

Net realized and unrealized gain

    3.57  
 

 

 

 

Net increase from investment operations

    3.55  
 

 

 

 

Net asset value, end of period

  $ 13.55  
 

 

 

 

Total Return(c)

 

Based on net asset value

    35.50 %(d) 
 

 

 

 

Ratios to Average Net Assets

 

Total expenses

    3.12 %(e)(f)(g) 
 

 

 

 

Total expenses after fees waived and/or reimbursed

    0.94 %(f)(g) 
 

 

 

 

Net investment loss

    (0.60 )%(f)(g) 
 

 

 

 

Supplemental Data

 

Net assets, end of period (000)

  $ 6,956  
 

 

 

 

Portfolio turnover rate

    86
 

 

 

 

 

(a) 

Commencement of operations.

(b) 

Based on average shares outstanding.

(c) 

Where applicable, assumes the reinvestment of distributions.

(d) 

Aggregate total return.

(e) 

Audit, offering and organization costs were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 4.57%.

(f) 

Annualized.

(g) 

Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.02%.

See notes to financial statements.

 

 

14    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


Notes to Financial Statements  (unaudited)

 

1.

ORGANIZATION

BlackRock FundsSM (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Massachusetts business trust. BlackRock China A Opportunities Fund (the “Fund”) is a series of the Trust. The Fund is classified as 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. Institutional and Class K Shares are sold without a sales charge and only to certain eligible investors.

 

Share Class   Initial Sales Charge                CDSC                  Conversion Privilege

Institutional Shares

  No      No      None

Class K Shares

  No      No      None

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

 

2.

SIGNIFICANT ACCOUNTING POLICIES

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

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed (the “trade dates”). Realized gains and losses on investment transactions are determined on the identified cost basis. 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.

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

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

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

Organization and Offering Costs: Upon commencement of operations, organization costs associated with the establishment of the Fund were expensed by the Fund and reimbursed by the Manager. The Manager reimbursed the Fund $20,000, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. Offering costs are amortized over a 12-month period beginning with the commencement of operations of a class of shares.

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

Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. 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.

 

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 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 its financial instruments using various independent dealers or pricing services under policies approved by the Board of Trustees of the Trust (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

 

 

N O T E S    T O    F I N A N C I A L     S T A T E M E N T S      15  


Notes to Financial Statements  (unaudited) (continued)

 

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Fund’s assets and liabilities:

 

   

Equity investments traded on a recognized securities exchange are valued at the official closing price each day, if available. For equity investments traded on more than one exchange, the official closing price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of trading 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 (the “Systematic Fair Value Price”). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which follows the close of the local markets.

 

   

Investments in open-end U.S. mutual funds are valued at net asset value (“NAV”) each business day.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

Fair Value Hierarchy: Various inputs are used in determining the fair value of 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 investments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds. There may not be a secondary market, and/or there are a limited number of investors.

The categorization of a value determined for investments is based on the pricing transparency of the investments and is not necessarily an indication of the risks associated with investing in those securities.

 

4.

INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

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

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

 

Average Daily Net Assets  

Investment    

Advisory Fees    

First $1 Billion

  0.75%    

$1 Billion — $3 Billion

  0.71       

Greater than $3 Billion

  0.68       

 

 

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Notes to Financial Statements  (unaudited) (continued)

 

Administration: The Trust, on behalf of the Fund, entered into an Administration Agreement with the Manager, an indirect, wholly-owned subsidiary of BlackRock, to provide administrative services. For these services, the Manager receives an administration fee computed daily and payable monthly, based on a percentage of the average daily net assets of the Fund. The administration fee, which is shown as administration in the Statement of Operations, is paid at the annual rates below.

 

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

    0.3500  

$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.

For the period ended April 30, 2019, the Fund paid the following to the Manager in return for these services, which are included in administration — class specific in the Statement of Operations:

 

Institutional

  $      427  

Class K

    418  

Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the period ended April 30, 2019, the Fund paid did not pay any amounts to affiliates in return for these services.

The Manager maintains a call center that is responsible for providing certain shareholder services to the Fund. Shareholder services include responding to inquiries and processing purchases and sales based upon instructions from shareholders. For the period ended April 30, 2019, the Fund did not reimburse any costs incurred in running the call center.

For the period ended April 30, 2019, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:

 

Institutional

  $               6  

Class K

    6  

Expense Limitations, Waivers, Reimbursements and Recoupments: With respect to the Fund, 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 (the “affiliated money market fund waiver”). The amount of waivers and/or reimbursements of fees and expenses made pursuant to the expense limitation described below will be reduced by the amount of the affiliated money market fund waiver. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the period ended April 30, 2019, the amount waived was $166.

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through February 29, 2020. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), or by a vote of a majority of the outstanding voting securities of the Fund. For the period ended April 30, 2019, there were no fees waived and/or reimbursed by the Manager pursuant to this arrangement. For the period ended April 30, 2019, administration fees waived at the Fund level were $1,793. This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

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

 

Institutional

    0.99

Class K

    0.94  

The Manager has agreed not to reduce or discontinue these contractual expense limitations through February 29, 2020, unless approved by the Board, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. For the period ended April 30, 2019, the Manager waived and/or reimbursed $131,404, which is included in fees waived and/or reimbursed by the Manager in the Statement of Operations.

 

 

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Notes to Financial Statements  (unaudited) (continued)

 

These amounts waived and/or reimbursed are included in fees waived by the Manager, and shown as administration fees waived — class specific and transfer agent fees waived and/or reimbursed — class specific in the Statement of Operations. For the period ended April 30, 2019, class specific expense waivers and/or reimbursements are as follows:

 

    

Administration Fees

Waived

 

Class K

  $ 417  
         
    

Transfer Agent Fees

Waived and/or Reimbursed

 

Class K

  $ 6  

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

 

(1)   the Fund has more than $50 million in assets for the fiscal year, and
(2)   the Manager or an affiliate continues to serve as the Fund’s investment adviser or administrator.

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

On April 30, 2019, the fund level and class specific waivers and/or reimbursements subject to possible future recoupment under the expense limitation agreement are as follows:

 

     Expiring October 31,
2021
 

Fund Level

  $ 133,197  

Institutional

     

Class K

    423  

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

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

During the period ended April 30, 2019, the Fund did not participate in the Interfund Lending Program.

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

 

5.

PURCHASES AND SALES

For the period ended April 30, 2019, purchases and sales of investments including excluding short-term securities were as follows:

 

     Purchases      Sales  

Non-U.S Government Securities

  $ 20,458,064      $ 10,039,655  

 

6.

INCOME TAX INFORMATION

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

The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination.

Management has analyzed tax laws and regulations and their application to the Fund as of April 30, 2019, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.

 

 

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Notes to Financial Statements  (unaudited) (continued)

 

As of April 30, 2019, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:

 

 

 

Tax cost

  $   12,747,579  
 

 

 

 

Gross unrealized appreciation

  $ 1,875,174  

Gross unrealized depreciation

    (207,048
 

 

 

 

Net unrealized appreciation

  $ 1,668,126  
 

 

 

 

 

7.

BANK BORROWINGS

The Trust, on behalf of the Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.25 billion credit agreement with a group of lenders. Under this agreement, the Fund may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2020 unless extended or renewed. Participating Funds paid an upfront commitment fee of 0.02% on the total commitment amounts, in addition to administration, legal and arrangement fees, which are included in miscellaneous expenses in the Statement of Operations. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the period ended April 30, 2019, the Fund did not borrow under the credit agreement.

 

8.

PRINCIPAL RISKS

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

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Fund may invest in illiquid investments. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Fund may lose value, regardless of the individual results of the securities and other instruments in which the Fund invests.

Counterparty Credit Risk: The Fund may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Fund manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Fund.

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

Investments in Chinese securities, including certain Hong Kong-listed securities, involves risks specific to China. China may be subject to considerable degrees of economic, political and social instability and demonstrates significantly higher volatility from time to time in comparison to developed markets. Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability. Internal social unrest or confrontations with other neighboring countries may disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations and higher rates of inflation. Incidents involving China’s or the region’s security may cause uncertainty in Chinese markets and may adversely affect the Chinese economy and the Fund’s investments. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy.

 

 

N O T E S    T O    F I N A N C I A L    S T A T E M E N T S      19  


Notes to Financial Statements  (unaudited) (continued)

 

9.

CAPITAL SHARE TRANSACTIONS

Transactions in capital shares for each class were as follows:

 

       Period from 12/27/18 (a) to  04/30/19    
     Shares      Amount  

Institutional

    

Shares sold

    544,432      $ 5,579,988  

Net increase

    544,432      $ 5,579,988  

Class K

    

Shares sold

    513,263      $ 5,150,000  

Net increase

    513,263      $ 5,150,000  

Total Net Increase

    1,057,695      $ 10,729,988  

 

(a)

Commencement of operations.

As of April 30, 2019 shares owned by BlackRock Financial Management, Inc., an affiliate of the Fund, were as follows:

 

Institutional

    500,000  

Class K

    500,000  

 

10.

SUBSEQUENT EVENTS

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

 

 

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Disclosure of Investment Advisory Agreement

 

The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of BlackRock Funds (the “Trust”) met in person on November 28-29, 2018 (the “Organizational Meeting”) to consider the approval of the proposed investment advisory agreement (the “Agreement”) between the Trust, on behalf of BlackRock China A Opportunities Fund (the “Fund”), a series of the Trust, and BlackRock Fund Advisors (the “Manager” or “BlackRock”), the Trust’s investment advisor. The Agreement was the same agreement that had been previously approved by the Board with respect to certain series of the Trust.

Activities and Composition of the Board

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

The Agreement

Pursuant to the 1940 Act, the Board is required to consider the initial approval of the Agreement. In connection with this deliberative process, the Board assessed, among other things, the nature, extent and quality of the services to be provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management; accounting, administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements.

Board Considerations in Approving the Agreement

The Approval Process: At the Organizational Meeting, the Board reviewed materials relating to its consideration of the proposed Agreement. The Board considered all factors it believed relevant with respect to the Fund, including, among other factors: (a) the nature, extent and quality of the services to be provided by BlackRock; (b) the investment performance of BlackRock portfolio management; (c) the advisory fee and the estimated cost of the services and estimated profits to be realized by BlackRock and its affiliates from their relationship with the Fund; (d) the sharing of potential economies of scale; (e) fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Fund; (f) possible alternatives to the proposed Agreement; (g) the policies and practices of BlackRock with respect to portfolio transactions for the Fund; (h) BlackRock’s portfolio compliance systems and capabilities; and (i) other factors deemed relevant by the Board Members.

In considering approval of the Agreement, the Board met with the relevant investment advisory personnel from BlackRock and considered all information it deemed reasonably necessary to evaluate the terms of the Agreement. The Board received materials in advance of the Organizational Meeting relating to its consideration of the Agreement, including (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) regarding the Fund’s fees and estimated expense ratio as compared with a peer group of funds as determined by Broadridge (“Expense Peers”); (b) information regarding BlackRock’s economic outlook for the Fund and its general investment outlook for the markets; (c) information regarding fees paid to service providers that are affiliates of BlackRock; and (d) information outlining the legal duties of the Board under the 1940 Act with respect to the consideration and approval of the Agreement. The Board also noted information received at prior Board meetings concerning compliance records and regulatory matters relating to BlackRock.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock 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 to be provided by BlackRock, including the investment advisory services to be provided to the Fund. The Board received information concerning the investment philosophy and investment process to be used by BlackRock in managing the Fund, as well as a description of the capabilities, personnel and services of BlackRock. The Board considered the scope of the services provided by BlackRock to the Fund under the Agreement relative to services typically provided by third parties to other funds. The Board noted that the standard of care applicable under the Agreement was comparable to that found generally in investment company advisory agreements. The Board concluded that the scope of BlackRock’s services to be provided to the Fund was consistent with the Fund’s operational requirements, including, in addition to seeking to meet the Fund’s investment objective(s), compliance with investment restrictions, tax and reporting requirements and related shareholder services.

The Board, including the Independent Board Members, also considered the quality of the administrative and other non-investment advisory services to be provided by BlackRock and its affiliates to the Fund. The Board evaluated the procedures of BlackRock designed to fulfill its fiduciary duty to the Fund with respect to possible conflicts of interest, including BlackRock’s code of ethics (regulating the personal trading of BlackRock’s officers and employees), the procedures by which BlackRock allocates trades among its various investment advisory clients, the integrity of the systems in place to ensure compliance with the foregoing and the record of BlackRock in these matters. The Board also noted information received at prior Board meetings concerning standards of BlackRock with respect to the execution of portfolio transactions.

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 also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board considered 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. The Board also considered the business reputation of BlackRock and its financial resources and concluded that BlackRock would be able to meet any reasonably foreseeable obligation under the Agreement.

 

 

D I S C L O S U R E    O F    I N V E S T M E N T    A D V I S O R Y    A G R E E M E N T      21  


Disclosure of Investment Advisory Agreement  (continued)

 

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

B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Board Members, previously received and considered information about BlackRock’s investment performance for other funds. The Board, however, did not consider the performance history of the Fund because the Fund was newly organized and had not yet commenced operations as of the date of the Organizational Meeting.

C. Consideration of the Advisory/Management Fees and the Cost of the Services to be provided and Estimated 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 those of its Expense Peers. The contractual management fee rate represents a combination of the advisory and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s estimated total expense ratio, as well as its estimated actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non 12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. Additionally, the Board noted information received at prior Board meetings concerning the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board noted that the Fund’s contractual management fee rate ranked in the first quartile, and that the estimated actual management fee rate and the estimated total expense ratio each ranked in the first quartile, relative to the Fund’s Expense Peers. The Board further 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. Additionally, the Board noted that BlackRock and the Board agreed to a contractual expense cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.

Following consideration of this information, the Board, including the independent Board Members, concluded that the fees to be paid pursuant to the Agreement were fair and reasonable in light of the services provided.

As the Fund had not commenced operations as of the date of the Organizational Meeting, BlackRock was not able to provide the Board with specific information concerning the expected profits to be realized by BlackRock and its affiliates from their relationships with the Fund. BlackRock, however, will provide the Board with such information at future meetings.

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, including the existence of fee waivers and/or expense caps, as applicable, noting that any contractual fee waivers and expense caps had been approved by the Board.

E. Other Factors Deemed Relevant by the Board Members: The Board, including a majority of the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s relationships with the Fund, including both tangible and intangible benefits, 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 considered that, subject to applicable law, BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.

The Board, including the Independent Board Members, concluded that these ancillary benefits that BlackRock and its affiliates could receive with regard to providing investment advisory and other services to the Fund were consistent with those generally available to other mutual fund sponsors.

In connection with its consideration of the Agreement, the Board also considered information regarding BlackRock’s brokerage and soft dollar practices and reports from BlackRock which included information on brokerage commissions and trade execution practices that it had received at prior Board meetings.

Conclusion

All the Board Members present at the Organizational Meeting, including all the Independent Board Members present, approved the Agreement between the Manager and the Trust, with respect to the Fund, for a two-year term beginning on the effective date of the Agreement. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including a majority of the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.

 

 

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Trustee and Officer Information

 

Mark Stalnecker, Chair of the Board and Trustee

Bruce R. Bond, Trustee

Susan J. Carter, Trustee

Collette Chilton, Trustee

Neil A. Cotty, Trustee

Lena G. Goldberg, Trustee

Robert M. Hernandez, Trustee

Henry R. Keizer, Trustee

Cynthia A. Montgomery, Trustee

Donald C. Opatrny, Trustee

Joseph P. Platt, Trustee

Kenneth L. Urish, Trustee

Claire A. Walton, Trustee

Robert Fairbairn, Trustee

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

Thomas Callahan, Vice President

Jennifer McGovern, Vice President

Neal J. Andrews, Chief Financial Officer

Jay M. Fife, Treasurer

Charles Park, Chief Compliance Officer

John MacKessy, Anti-Money Laundering Compliance Officer

Benjamin Archibald, Secretary

 

Investment Adviser and Administrator

BlackRock Advisors, LLC

Wilmington, DE 19809

Accounting Agent

JPMorgan Chase Bank, N.A.

New York, NY 10179

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Custodian

JPMorgan Chase Bank, N.A.

New York, NY 10179

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Distributor

BlackRock Investments, LLC

New York, NY 10022

Legal Counsel

Sidley Austin LLP

New York, NY 10019

Address of the Trust

100 Bellevue Parkway

Wilmington, DE 19809

 

 

 

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


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) 537-4942.

Availability of Quarterly Schedule of Investments

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov The Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 537-4942.

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) 537-4942; (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) 537-4942 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) 537-4942 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com.

Automatic Investment Plans

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

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.

 

 

24    2 0 1 9    B L A C K R O C K    S E M I - A N N U A L    R E P O R T    T O    S H A R E H O L D E R S


Additional Information    (continued)

 

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.

 

 

A D D I T I O N A L    I N F O R M A T I O N      25  


 

 

 

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.

 

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Item 2 –   Code of Ethics – Not Applicable to this semi-annual report
Item 3 –   Audit Committee Financial Expert – Not Applicable to this semi-annual report
Item 4 –   Principal Accountant Fees and Services – Not Applicable to this semi-annual report
Item 5 –   Audit Committee of Listed Registrants – Not Applicable
Item 6 –   Investments
  (a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
  (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 –   Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 –   Portfolio Managers of Closed-End Management Investment Companies – Not Applicable
Item 9 –   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 –   Submission of Matters to a Vote of Security Holders –There have been no material changes to these procedures.
Item 11 –   Controls and Procedures
  (a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –   Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable
Item 13 –   Exhibits attached hereto
  (a)(1) – Code of Ethics – Not Applicable to this semi-annual report
  (a)(2) – Certifications – Attached hereto
  (a)(3) – Not Applicable
  (a)(4) – Not Applicable
  (b) – Certifications – Attached hereto

 

2


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

BlackRock Funds

 

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

Date: July 8, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

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

Date: July 8, 2019

 

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

Date: July 8, 2019

 

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